1
SPECIAL SHAREHOLDERS' MEETING
DECEMBER 3, 2020
2
CONSISTENT EXECUTION
RELATIVE TO THE DECEMBER 2018 CAPITAL MARKETS DAY SHAREHOLDER REMUNERATION POLICY
Net total leverage framework was maintained at 3.5x to 4.5x
In absence of any material acquisitions and/or significant changes in our business or regulatory environment, we intended to stay around the 4.0x mid-point
We aimed to distribute an annual recurring dividend, equivalent to 50-70% of prior year Adjusted Free Cash Flow
Remaining part of Adjusted Free Cash Flow could be considered for:
- Incremental share buy-backs
- Extraordinary dividends
- Deleveraging
- Accretive acquisitions
- A combination thereof
In Dec. 2019, we paid a gross intermediate dividend of €0.57 per share (€62.8 million in total)
In May 2020, we paid a gross dividend of €1.3050 per share (€142.3 million in aggregate)
The 53% pay-out ratio as a percentage of Adjusted Free Cash Flow was complemented with a €34.4m share buy-back
3
REINFORCED SHAREHOLDER REMUNERATION
POLICY PROVIDING INCREASED VISIBILITY TO SHAREHOLDERS
Targeting 4.0x net total | Introducing a dividend floor | Clarifying the use of the |
leverage through recurring | of €2.75 per share, replacing | remaining part of Adjusted |
shareholder distributions | the former pay-out range | Free Cash Flow |
In absence of any material | The board of directors has | Remaining part of | |
acquisitions and/or | adopted a dividend floor of | Adjusted Free Cash | |
significant changes in our | €2.75 per share (gross) | Flow1 to be | |
business or regulatory | going forward, replacing | considered for: | |
environment, we intend to | the previous 50-70% pay- | • | Accretive acquisitions |
stay around the 4.0x mid- | out range of prior-year | • | Extraordinary |
point of our stated net | Adjusted Free Cash Flow1, | ||
dividends | |||
total leverage framework | assuming no significant | ||
• Incremental share buy- | |||
as communicated at the | changes to our business | ||
backs | |||
December 2018 CMD | or regulatory environment | ||
• | Deleveraging | ||
1 See Definitions in Appendix | 2 Subject to shareholder approval | |||
• | A combination thereof | ||
3 Based on 109,153,814 dividend-entitled shares outstanding at the date of this release |
Gross dividend per share of €2.75, +47% vs. 2019, split over two equal instalments
The board of directors has approved a gross intermediate dividend of €1.375 per share (to be paid in December2) and intends to pay a gross dividend of €1.375 per share in May
20212. The sum of €2.75 per share (€300.2 million in total3) equals the proposed dividend floor and is up 47% versus last year
4
BOARD OF DIRECTORS PROPOSES A GROSS INTERMEDIATE DIVIDEND OF €1.375 PER SHARE
Gross intermediate dividend of €1.375 per share (€0.9625 per share on a net basis), equivalent to €105.1 million1 Subject to shareholder approval at the December 3, 2020 Special Shareholders' Meeting
Intermediate dividend to be paid on December 8, 2020 through available cash and cash equivalents on our balance sheet
Intermediate dividend to be paid in addition to a gross dividend of €1.375 per share in May 2021 (subject to board and shareholder approval)
Dec 3: | Dec 4: | Dec 7: | Dec 8: | Dec 18 (T+10): |
AGM | Ex-dividend date | Record date | Payment date (T) | End of withholding |
tax reclaim |
1 Based on 109,153,814 dividend-entitled shares outstanding at the date of this release, excluding 4,688,005 treasury shares which are not dividend-entitled
5
SPECIAL SHAREHOLDERS' MEETING
DECEMBER 3, 2020
6
DEFINITIONS
- EBITDA is defined as profit before net finance expense, the share of the result of equity accounted investees, income taxes, depreciation, amortization and impairment. Adjusted EBITDA is defined as EBITDA before stock-based compensation, post measurement period adjustments related to business acquisitions and restructuring charges, and before operating charges or credits related to successful or unsuccessful acquisitions or divestitures. Operating charges or credits related to acquisitions or divestitures include (i) gains and losses on the disposition of long-lived assets, (ii) due diligence, legal, advisory and other third-party costs directly related to the Company's efforts to acquire or divest controlling interests in businesses, and (iii) other acquisition- related items, such as gains and losses on the settlement of contingent consideration. Adjusted EBITDA is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G and represents an additional measure used by management to demonstrate the Company's underlying performance and should not replace the measures in accordance with EU IFRS as an indicator of the Company's performance, but rather should be used in conjunction with the most directly comparable EU IFRS measure.
- Net total leverage is defined as the sum of loans and borrowings under current and non-current liabilities minus cash and cash equivalents ("Net Total Debt"), as recorded in the Company's statement of financial position, divided by the last two quarters' Consolidated Annualized Adjusted EBITDA. In its statement of financial position, Telenet's USD-denominated debt has been converted into € using the September 30, 2020 EUR/USD exchange rate. As Telenet has entered into several derivative transactions to hedge both the underlying floating interest rate and exchange risks, the €-equivalent hedged amounts were €2,041.5 million (USD 2,295.0 million Term Loan AR) and €882.8 million (USD 1.0 billion Senior Secured Notes due 2028), respectively. For the calculation of its net leverage ratio, Telenet uses the €-equivalent hedged amounts given the underlying economic risk exposure. Net total leverage is a non-GAAP measure as contemplated by the U.S. Securities and Exchange Commission's Regulation G.
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Telenet Group Holding NV published this content on 03 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2020 09:04:04 UTC