Vodafone Group Public Limited Company · LSE:VOD
Vodafone Group Public — Vodafone Group — Merger or Acquisition (June 2023)
14 slides from Vodafone Group Public's merger presentation, June 2023
Slide 1: Vodafone UK + Three UK: Great for customers, country & competition
Vodafone UK + Three UK June 2023 Great for customers, country & competition 1 Vodafone Turnaround UK + Three UK ⫶ June planning April 2023
Slide 2: Vodafone UK + Three UK agenda
Vodafone UK + Three UK A ⫶ Great for customers, country & competition p3 B ⫶ Value-creating merger p5 C ⫶ Financial effects & timetable p8 Appendices p11 I – Summary financial information II – Important notice 2 Vodafone UK + Three UK ⫶ June 2023
Slide 3: Great for customers, country & competition
A ⫶ Great for customers, country & competition 1 Better network • Combining networks results in more coverage, more speed and less congestion from day 1 • With no change to each operator’s pricing strategy, customers will receive more 2 Better value • Multi-brand strategy providing service to all cu
Slide 4: Great for customers, country & competition
A ⫶ Great for customers, country & competition Fixing unsustainable sub-scale economics… … enabling MergeCo to deliver on promises Extract from UK Wireless Infrastructure Strategy (Chart 3) & Ofcom’s future Creates a more effective UK mobile competitor with the necessary scale to invest approach to
Slide 5: Value-creating merger | Significant synergy potential
B ⫶ Value-creating merger | Significant synergy potential Cost synergies (£m) Scale benefits driving >£700m annual savings(1) in Yr5 Capex Opex & Direct costs Bringing together our network infrastructure, which allows to run and scale the network at lower unit costs compared to standalone capabiliti
Slide 6: Value-creating merger | Structure & key terms
B ⫶ Value-creating merger | Structure & key terms Transaction structure Key terms Vodafone UK and Three UK are contributed with different debt amounts at closing to achieve a 51:49 ownership split (no external debt) Vodafone Group CK Hutchison Vodafone UK Three UK Initial debt contributions to be ~£
Slide 7: Value-creating merger | Comprehensive governance framework
B ⫶ Value-creating merger | Comprehensive governance framework Vodafone & CK Hutchison have agreed a comprehensive joint governance framework for MergeCo Board • Six-person Board, comprising three directors appointed by Vodafone and three directors appointed by CK Hutchison • Vodafone has right to n
Slide 8: Financial effects & timetable
C ⫶ Financial effects & timetable Financial effects ⫶ Leverage neutral + FCF accretive from 4th full year Summary indicative financial information Vodafone UK Three UK Year 5 Integration • Broadly neutral on Vodafone’s Net debt to Adjusted EBITDAaL (£million) FY23(1) FY22(1) Synergies costs(2) Lever
Slide 9: Financial effects & timetable: Completion expected in 2024
C ⫶ Financial effects & timetable Timetable ⫶ Completion expected in 2024 • The Put Option and certain other transaction terms constitute Class I transactions for Vodafone under the UK Listing Rules and will, as at the date of this announcement, require the approval of Vodafone’s shareholders. • Vod
Slide 10: Great for customers, country & competition
Vodafone UK + Three UK ⫶ Great for customers, country & competition Transforms customer experience by creating a best-in-class network for coverage & reliability for the UK Customers Vodafone UK + Three UK Creates a leading 5G network in Europe, fully Country aligned with the UK government’s Wireles
Slide 11: Appendices
Appendices I Summary financial information p12 II Importance notice p13 Provide investor feedback here ⫶ investors.vodafone.com/feedback 11 Vodafone Turnaround UK + Three UK ⫶ June planning April 2023
Slide 12: Summary financial information
Appendix I Summary financial information Three UK ⫶ Key indicative financial information(1) Vodafone UK ⫶ Key indicative financial information(2) Year ended 31 December Year ended 31 March (£ million) 2022 2021 (£ million) 2023 2022 Total revenue 2,520 2,444 Total revenue 5,899 5,602 EBITDA pre-IFRS
Slide 13: Important notice
Appendix II Important notice This presentation has been prepared by Vodafone Group plc (“Vodafone”) in connection with the potential merger of Vodafone Limited (“Vodafone References to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless otherwise stated. The Vodafone trade mark is o
Slide 14: Investor Relations contacts and upcoming events
Vodafone Group investors.vodafone.com Upcoming events Investor Relations ir@vodafone.co.uk 1 Kingdom Street, London, W2 6BY 24 July FY24 Q1 Results Matt Johnson 2023 Director matthew.johnson@vodafone.com Group IR Daniel Morris Deputy Director daniel.morris@vodafone.com 25 July Annual General Meeting