Relevant information in compliance with article 228 of the Consolidated Text of the Spanish Securities Markets Law, notified to the Spanish National Securities Market Commission
High voltage towers 2 customers
Rural site
1 customer
Cellnex Switzerland
Urban site
2 customers
Rural site
1 customer
Industrial project setting the foundations for a long-term partnership with a key Swiss mobile operator
Note: Exchange rate as of 23 May 2017
Unique tailored MSA (1) on an extensive network of 2,239 sites with nationwide coverage Critical mass in the country achieved with the initial stepAllowing for subsequent consolidation through a non-replicable network
Attractive 40-year (2) MSAStrong backlog of c.€2.4Bn
Contracted organic growth through BTS (3) and DAS (4) BTS program deployed within 10 years 200 DAS nodes contractedROFO (5) and RTM (6) for all of Sunrise's
subsequent DAS rollout
Consideration of €430Mn (7)RLFCF per share-accretive from day 1
Fully funded with Cellnex's available liquidityc.€2Bn as of April 2017 (8)
Consortium with leading partnersEnabling next steps
Master Service Agreement
Duration = 20+10+10 years with all or nothing renewal clauses
Build to Suit
Distributed Antenna System
Right of First Offer
Right to Match
Free of liabilities, free of cash = (€458Mn or CHF500Mn - expected cash at Swiss Towers at closing date). Please note that the MSA contract started as of 1st January 2017
As per Cellnex's Q1 2017 results presentation
Young and high quality portfolio governed by a 40-year MSAFull nationwide coverage
Sunrise's strategy focused on network quality (#1 Connect Test)
Sunrise as anchor tenant
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2,239 sites
Customer ratio: 1.1x Urban sites: 32%
Suburban sites: 41%
Rural sites: 27%
20+10+10 years MSA
All or nothing renewal clauses (under same terms)
CPI indexation with a floor at 0%
Limited shareholder contribution from Cellnex (c.€170Mn) alongside reputable partnersAcquisition of 100% of Swiss Towers for a total consideration of €430Mn (1)
Financed through a combination of non-recourse debt (€142 Mn) and shareholders' contribution (€316 Mn). Cellnex will hold a 54% stake in Cellnex Switzerland, thus controlling and consolidating the entity (2)
Closing expected within c.1 month of signing, subject to merger control clearance, and conclusion of Transitional and Build to Suit agreements with Sunrise
No significant impact on Cellnex's leverage on a consolidated basis
Cellnex's leverage FY2017 is expected to be in the region of 4.7x (4)
54% 46%
Cellnex Switzerland AG
Swiss Towers(3)
1. Free of liabilities, free of cash = (€458Mn or CHF500Mn - expected cash at Swiss Towers at closing date). Please note that the MSA Contract started as of 1st January 2017
Non-recourse debt at Cellnex Switzerland level in CHF; Cellnex's contribution in Cellnex Switzerland to be financed in CHF
Deutsche Telekom Capital Partners has a put option - right to sell its stake to Cellnex, payable in cash or Cellnex shares
Management calculations based on (i) Q1 results and (ii) Annualized Net Debt/Annualized Adjusted EBITDA considering Swiss Towers acquisition from January 1st 2017
A further example of Cellnex's competitive advantage: from MLA to MSA building-up a win-win agreement for both parties Building faster scale at Cellnex5,500
c.2,450 (1) 2,300
# of sites in Switzerland
1,200
97
High barriers to entry
Challenging topography
Environmental regulations
MNO 1
MNO 2 Others (2)
MNO 3
New permits process time consuming
One of the highest GDP per capita in Europe with stable economic and political conditions
Significant mobile data traffic growth expected - 46% CAGR 2017-2022E (3)
No other TowerCo present in the market
Additional sites to be deployed during the next 10 years through the contracted Build to Suit program
DAS and Small Cells commitment (200 DAS nodes already contracted)
ROFO and RTM for future DAS rollout
Strict electromagnetic emissions framework likely to change if 5G needed
Compliant with Cellnex M&A criteriaExpected run rate EBITDA in the region of €37Mn (4)
Expected RLFCF in the region of €20Mn on a run rate basis (4)
Assuming the contribution of c.200 DAS nodes in 2020. It does not include the newly deployed sites through the Build to Suit program
Mainly corresponding to a railway operator
Arthur D. Little estimates as of 2017
Management calculations
Cellnex Telecom SA published this content on 24 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 May 2017 07:54:21 UTC.
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