Acquisition of UPC Poland

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Transaction highlights

  • Share purchase agreement signed with Liberty Global to acquire 100% of UPC Poland for cash
  • UPC Poland is one of the leading cable operators in Poland with 3.7 million Homes Passed, 1.5 million subscribers, and revenues of PLN 1,698 million and EBITDAaL1 of PLN 757 million in 2020
  • Enterprise Value of PLN 7.0 billion:
    • 9.3x 2020A EBITDAaL1 before synergies
    • c7x 2020A EBITDAaL1 post run-rate synergies
  • Impact on iliad Group:
    • Stronger cash flow generation at group level
    • Proforma for UPC Poland acquisition, iliad's leverage at end-June 2021 would be at 3.1x (pre-synergies) vs. 2.75x ex-UPC PL
  • Contemplated next steps:
    • H1 2022: Closing of transaction
  • Transaction subject to antitrust conditions (EC Level 1)

1) Equivalent to Liberty Global's OFCF definition adjusted from share of central costs

22-09-20213

Transaction rationale

1

2

3

4

CREATION OF A

SIGNIFICANT

INVOLVEMENT

RATIONALIZATION

STRONG NGN

SCALE BENEFIT

INTO THE

OF THE

PLATFORM

AND

DIGITALIZATION

INTERACTIONS

INVOLVEMENT IN

OF THE

WITH THIRD

POLISH FIXED

ECONOMY

PARTIES THROUGH

INFRASTRUCTURE

THE

UPGRADE

CONTEMPLATED

COMBINATION

22-09-20214

UPC Poland - Snapshot

ASSET OVERVIEW

  • One of the leading cable operators and third largest fixed player in Revenues in Poland
  • Significant domestic territory coverage (150 cities and 3.7m HPs, of which 0.1m are FTTH)
  • Network revolving around 8 regional clusters formed around major cities (Warsaw , Katowice, Krakow, Szczecin, Lublin, Gdansk, Wroclaw and Bydgoszcz)
  • Large and diversified services offering: Pay- TV, Broadband, Voice and Mobile (on Play's network)

KEY FINANCIALS

SELECTED OPERATIONAL KPIs

Fixed Homes Passed Evolution

in k

+3.3%

+2.4%

+2.5%

3,354

3,464

3,548

3,635

2017

2018

2019

2020

Fixed Unique Subs Evolution (BB and TV)

in k

+2.5%

+2.8%

+0.9%

1,435

1,448

1,484

1,525

in €m

2019A

2020A

2017

2018

2019

2020

Revenues

1,634

1,698

Broadband RGUs Evolution

% Growth

+3.9%

in k

+4.7%

EBITDAaL1

741

757

+3.1%

+4.7%

+4.9%

% Margin

45.3%

44.6%

1,140

1,175

1,230

1,250

1,290

1,309

Capex(1)

460

451

% of

Revenues

28.1%

26.6%

2017

2018

2019

Q2 20

2020

Q2 21

1) Equivalent to Liberty Global's OFCF definition adjusted from share of central costs

1503.7m

CitiesHPs

Covered

22-09-20215

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Iliad SA published this content on 22 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2021 05:11:02 UTC.