Vantage Towers Introduction and key investment highlights - Vivek Badrinath, Chief Executive Officer
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Vantage Towers Introduction and key investment highlights Vivek Badrinath, Chief Executive Officer 17th November 2020
Presenting today
Vivek Thomas Sonia Christian
Jose Rivera Niko Rama
Badrinath Reisten Hernandez Sommer
General Counsel
CEO CFO CCO CTO HR Director
Company Secretary
• 25 years in • 22 years in • 24 years in • 29 years in • 21 years in • 17 years in
industry industry industry industry industry industry
• Previous • Previous • Previous • Previous • Previous • Previous
experience experience experience experience experience experience
includes: includes: includes: includes: includes: includes:
− CEO – Vodafone − Finance Director − Board Director – − Head of Network − Legal Director – − Head of HR
Rest of World – Vodafone Rest INWIT (current) Delivery – Vodafone Group Business
and Vodafone of World and − CEO – Vodafone Vodafone Partnering
Business Vodafone Malta Portugal Technology &
− Deputy CEO and Business − Executive roles − Engineering & Corporate
CTO – Orange − CFO – Vodafone – Nokia, Planning Deputy Functions –
− Deputy CEO – India Siemens Director – Vodafone
AccorHotels − Board Director – Optimus Germany
Indus Towers
(current)
2
Agenda Presenters
1 Introduction and key investment highlights
2 Portfolio overview
3 Contracts, organisation and operations
4 ESG
5 Market drivers and commercial strategy
6 Understanding our financials and growth drivers
Conclusion and Q&A
3Introduction and key investment highlights
A leading tower infrastructure enabler in Europe
Macro sites1 (tenancy ratio2) 68k macro sites across 9 countries
– 1.38x average tenancy ratio6 across
50% consolidated operations (1.53x including
14.3k3 (2.0x) Italy)
– Potential to add Vodafone 50% stake in
Cornerstone
1.3k (1.5x) 19.1k (1.2x)
3.8k (1.1x)
#1 or #2 tower market position in 8 of our
9 markets
1.9k (1.3x4)
2.2k (2.0x) Control or co-control in all markets
3.5k (1.2x) 62% → 100%5
€680m7 of aggregated pro forma FY20 adj.
33%
4.9k (1.6x) EBITDAaL including share of INWIT (Italy)
22.1k (1.9x)
8.8k (1.6x) pro forma FY20 adj. EBITDAaL
– 43% from Germany
– Cornerstone share would add further
100% ownership (unless Co-control Co-control % Stake held €50-70m of pro forma adj. EBITDAaL
otherwise stated) (inclusion TBD)
Source Site numbers and tenancy ratio as of 30-Sep-20 5 Vantage Towers has a call option until 31-Dec-21 to acquire the remaining 38% of Vantage Towers Greece from
Notes Crystal Almond for €288 million in cash (with the price increasing by 5% if the Call Option has not completed by
1 Ground-based tower and rooftop tower sites that contain vertical and non-vertical passive infrastructure 1-Jul-21); if Vantage Towers publishes an “Intention to Float” announcement in relation to an IPO, the Call
2 Tenancy ratio is the total number of tenancies (including virtual tenancies) on Vantage Towers' macro sites Option will automatically be triggered and Crystal Almond will acquire €100 million of shares in the IPO at the
divided by the total number of macro sites. Virtual tenancies are when a customer shares its active equipment IPO price; closing subject to closing conditions, including competition approval
on a site with a counterparty under an active sharing agreement 6 Excl. Italy and UK
3 As of 31-Mar-20, Inclusion of 50% shareholding in Cornerstone subject to agreement with Vodafone's partner 7 Aggregate of FY20 pro forma consolidated adj. EBITDAaL of €523m and 33.2% share of INWIT CY19 pro forma
4 Excl. barter agreements; 1.4x including barter agreements adj. EBITDA of €157m (including Vodafone estimates for INWIT lease adjustments); please refer to appendix 5
for information on basis of preparation of pro forma financial informationVantage Towers separation roadmap | Moving at pace
Jul-19 Public announcement of intention to create "European TowerCo"
Mar-20 Completion of merger of Vodafone Italia's towers with INWIT in Italy
Apr/May-20 Management and TopCo established
Mar to Nov-20 Legal entity carve out and operationalisation completed
Jul-20 Combination agreement in Greece
Oct-20 Independent Chairman appointed
17-Nov-20 Capital Markets Day
6Our mission and strategy
Our mission Powering Europe’s digital transformation
People Planet Performance
a• Multi-skilled and a• Building EU resilience a• Incentivised to drive
diverse team through coverage shareholder value
b• Unflinching focus on b• Energy conscious delivery b• Ambitious organic
Our
Health & Safety growth strategy for
strategy c• Sustainable infrastructure anchor and other
c• Best-in-class tools supported by superior tenancies
supply chain
c• Best-in-class operational
efficiency
d• Potential upside from
strategic M&A
7Vantage Towers | Our story
1 A leading European tower infrastructure operator
2 Benefitting from strong and resilient underlying demand within an evolving towers market
3 Top tier, highly rated customer base, secured with network sharing agreements
4 Growth platform underpinned by long-term, inflation-linked contracts, new build and tenancy expansion
5 Highly attractive financial profile with margin upside and cash flow generation underpinning shareholder returns
Clear framework to drive strategic investments in growth beyond the core and M&A, led by an experienced and
6
empowered management team
81
A leader in scale and geographic diversification
84k
# of 68k
macro 40k 35k
sites1,2 23k 22k
Cellnex VT Orange DT Telxius INWIT
# of 12
European 9 8
countries
in which 2 2
present2 1
Cellnex VT Orange DT Telxius INWIT
Revenue Telecom,
Telecom and
mix broadcasting and c.100% telecom4 100% telecom 100% telecom 100% telecom
submarine cable
other
Cellnex Orange GD Towers5 Telxius INWIT
Source Company information as of 30-Sep-20, broker reports, TowerXchange
Notes
1 No. of macro sites (latest available), financials as of FY19 for peers unless footnoted otherwise, Telxius number of macro sites incl. only European macro sites; INWIT as of 30-Sep-20
2 Vantage Towers incl. INWIT
3 FY20E broker estimate revenue split pro forma for acquisitions; other incl. network services and data centres
4 Includes revenue from a small number of broadcast clients constituting less than 0.5% of macro sites
5 Excluding other 26k sites owned by Deutsche Telekom in Europe but not part of the GD Towers unit 91
A leader in 8 of our 9 markets with a high quality portfolio to attract new tenants
Vantage Towers market position Portfolio highlights
Rank1 11 2 21 21 21 21 42 22 24 11 National coverage with
comprehensive and high quality
portfolio offering to attract new
tenants
Balanced footprint with c.40%2 sites
in urban and dense areas, well
positioned to capture demand from
network densification
22.1
Macro 19.1 Low average tenancy ratio of 1.38x
across consolidated operations
sites 14.3 underpins substantial lease-up and
('000, upgrade potential
FY20PF) 8.8 Attractively located portfolio with no
nearby 3rd party site for c.55% and
4.9 3.8 c.40% of the portfolio in urban and
3.5
2.2 1.9 1.3 rural areas, respectively3
IT DE UK ES GR CZ PT HU RO EIR Majority of ground leases still have
>5 years maturity providing visibility
on costs4
Source Company information, companies reporting, TowerXchange, broker reports
Notes
1 Based on number of macro sites; numbers as of 30-Sep-20 for Vantage Towers excl. UK (as of 31-Mar-20), latest available for other operators including announced acquisitions; rank in Spain based on number of sites
excluding broadcasting and radio operators for Cellnex, micro sites and transmission sites; Hungary excl. CETIN as data not available
2 Excludes Italy; other c.60% are in rural or suburban areas
3 Produced by Analysys Mason based on company data, conclusions formed by the company; nearby sites defined as 150m away for urban and 1km away for rural areas 10
4 Excl. Italy2
European tower sector has significant room for growth
US provides a roadmap for sector development in Europe, with scaled platforms well positioned to benefit
Europe US
Penetration of commercial TowerCos and MNO1-led Penetration of commercial TowerCos in the US (based on
InfraCos (based on number of sites) number of sites)
90%
80%
Commercialisation of 59%
42% 51%
telecom towers 36%
2
2016 2019 2001 2005 2016 2019
Tenancy ratio ~1.5x3 Significant headroom
for growth
>2.0x4 Stable
Land ownership / Long-
term right of usage
Source Company information, broker reports, TowerXchange
Relative stage of market development
Notes
1 Mobile Network Operator
2 Q2 FY16
3 Based on Cellnex, INWIT and Vantage Towers as of 30-Sep-20 11
4 As of 2019; based on US TowerCos generally per broker estimates2
Attractive underlying growth drivers
1 2 Accelerating 5G presence 3 Significant coverage
Rapid data growth
obligations
'000s of PB / year1 Projected % 5G share of mobile connections1 Mobile operators coverage obligations2
DE +6,000 rural sites3
42%
96 Mobile operators to collectively
+2.4x +17.5x IT reach coverage of 99.4% of the
population within 4.5 years4
Increasing minimum download
GR
speed coverage over next 6 years
85% population coverage by 2023
PT
40 and 95% by 2025 on 700MHz
2% ES Obligations being consulted on
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Obligations confirmed Obligations expected
Densification and coverage
New tenancies New sites
Source Analysys Mason; 5G Observatory, company press releases
Notes
1 Data for Western Europe (defined as Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK)
2 List of coverage obligations not exhaustive, actual coverage obligations can vary significantly from industry expectations which in turn significantly impacts estimated site numbers
3 In the process of being agreed 12
4 MNOs to reach 5G service coverage of 80% of the population within 3 years (4 years for new entrants) from the availability of the spectrum2
Coverage and capacity needs underpin sustained tenancy growth
Europe tenancies forecast (‘000s)1
+12% Healthy growth in number of tenancies
expected
+26%
311
Substantially MNO-led
278
Coverage and densification obligations
Densification generating demand for existing and new
221 and coverage sites
driven growth
Largely
New entrants following recent
coverage
spectrum auctions
driven growth
Vantage Towers has relationships with
FY20 FY25 FY30 all key MNOs and a strong,
differentiated grid able to capture this
Coverage2 Densification New entrants expected growth
Source Analysys Mason
Note
1 Based on Analysys Mason PoPs forecast for all markets where Vantage Towers is present (excluding Italy)
2 Incl. active sharing 133
Strategic partner and anchor tenant relationship with Vodafone
Leading European mobile operators Strong network credentials and a 5G first mover
Mobile subscriber count1 5G roll-out timeline in key markets
2019 2020 Today
116m
98m 97m
85m Deutsche
Telekom
Telefonica
47m Deutschland
TIM
Windtre
Deutsche Telefonica Orange CK Hutchison Iliad
Telekom
Telefonica
Leading position by mobile subscribers Orange
MÁSMÓVIL
Euskaltel
Coverage extends to 12 countries across Europe
Investment grade anchor tenant (Baa2/BBB) Co-leading network quality and coverage
Source Company information; Fitch Solutions; TeleGeography; MNOs websites and press releases
Note
1 Based on number of mobile subscribers as of 2019; includes Albania, Austria, Belgium, Croatia, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Luxembourg, Macedonia, Moldova, Montenegro,
Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and UK
143
Top tier, highly rated customer base, secured with network sharing agreements
Deutsche Telekom 1 Orange TIM Wind NOS
12 8 1 1 1
Presence across
Europe 2
Credit rating
(Moody's / S&P)
Baa1 / BBB Baa1 / BBB+ Ba1 / BB+ NR / B NR / BBB-
Mobile operators 1 1
market positions 1 2 1 3 2
1 3
in key markets3
Vodafone active
sharing partners Grey spots
Active sharing 1 1 2 1 3 2
partner rank
# of countries
Long term, network sharing contracts already in place between Vodafone and leading mobile operators in key markets,
meaning Vantage Towers provides critical infrastructure for two of the largest mobile operators in each market
Network sharing agreements provide significant downside protection from future decommissioning
Source Company information; websites and filings; Fitch Solutions; Moody's; S&P; broker research
Notes
1 Includes OTE-owned Cosmote (Greece) and Telekom Romania; network sharing in Germany subject to further competition approvals; network sharing in Portugal to begin in 2021
2 Red shows overlap with Vantage Towers operations 15
3 Market positions based on number of mobile SIMs as of FY193
c.95% of Vantage Towers' revenue generated from investment grade tenants
Lower cost of capital underpinned by
…and superior anchor tenant credit quality
investment grade customer base…
Share of consolidated anchor revenues from investment grade Weighted average cost of debt of anchor tenants2 (%)
tenants1 (%)
5.2% 5.4%
~95%
3.5
3.2
2.54
Secure, long-term revenues with built-in growth
Inflation-linked anchor tenant revenues and new builds further complemented by tenancy commitments from
top-tier customers
Majority of revenues secured by long-term Secure, long-term contracts with other customers, including
contracts with Vodafone as anchor tenant mobile operators and other non-mobile customers
Other
tenants
Long-term contracts Market-leading MNO
Long-term Inflation-linked Preferred supplier for
with top-tier mobile customers in all Other non-MNOs
contracts growth long-term site roll-out
operators countries
8+8+8+8 years1 Subject to floor New build Average duration of 8 >90% of revenue Include PPDR4,
and cap commitment for years with extensions from other customers3 FWA5, IoT etc.
6,850 sites2
Source Company information
Notes
1 8 years with 3 automatic renewals; Vodafone is not required to renew
2 7,100 total committed sites including 250 from Wind Hellas
3 Estimated for FY20
4 Public Protection and Disaster Relief
5 Fixed Wireless Access 174
Our medium-term tenancy potential | Key drivers
Significant visibility on key drivers of tenancy growth in the medium-term, with key upsides linked to rooftop
lease-up programme for hosting of new tenants
Commitments and white spots obligations represent a significant portion of tenancy growth
(# of tenancies)
Tenancy ratio
+13.4k very high visibility tenancies >1.50x
>2.1k >77.6k
1.7k
4.0k
7.1k
62.1k 0.6k
FY20 total tenants 1 FY21 new sites2 Committed White spots Committed Additional lease-up Medium-term
new sites 3 obligations tenancies (net of needed to achieve target
(Germany) decommissioning)4 medium-term
target
Source Company information
Note
1 Excl. Italy
2 Expected to be commissioned; not included in analysis of contracted demand for Germany, Spain, Greece or Other European Markets market opportunity review in Section 5.3 of this presentation
3 6,850 committed sites from Vodafone and 250 from Wind Hellas 18
4 Decommissioning includes c.900 sites in Spain and c.500 sites in Other European markets, mostly related to active sharing agreements4
Delivering growth | New proactive commercial organisation
We have the physical space and the commercial drive to fill it
Substantial lease-up potential1 Shift to a proactive approach already implemented
Tenancy ratio (x)
Before: Now:
Reactive response to competitor Proactive identification of
site requests customer site requirements
1.95 >2.00
1.89
Medium >1.50 Competitors Customers
term
target
1.38
• Reactive bilateral deals − Independent and incentivised
• No designated commercial − Strong, dedicated commercial
team to drive lease-up team – already engaging with
2
Cellnex INWIT US counterparties
Spain TowerCos
(avg.)3 − Proactive identification of
(Consolidated
operations) customer site requirements
− Clear strategy to increase
tenancies and deliver growth
Source company information and filings
Notes
1 Data as of 30-Sep-20 for Vantage Towers and Cellnex Spain; as of 31-Dec-19 for INWIT (pre merger with Vodafone Italy Towers)
2 Excl. Italy
3 As of 2019; based on US TowerCos generally per broker estimates 195
Attractive financial profile with high margins and strong cash flow generation
Attractive financial profile… …with well-diversified cash flows…
Aggregate FY20PF EBITDAaL by market
Consolidated Vantage Towers FY20 PF Other9 16%
Revenue €945m
8% Excludes UK which
43%
Adj. EBITDA1 (before leases) €814m would account for
10% c.8%
Ground lease expenses2 (€291m)
Adj. EBITDAaL (after leases)3 €523m
23%
Margin 55%
…underpinned by strong cash conversion and margins with
4
Maintenance capex (€29m) future upside
Recurring OpFCF5 €494m Cash conversion6 Adj. EBITDAaL margin10
Cash conversion6 94% 94.4% 96.1% 96.4% 96.9%
Recurring free cash flow (RFCF)7 €373m 55.3%
63.4% 64.0%
51.6%
INWIT RFCF CY20 PF guidance8: Vantage Towers share:
€310m €103m
VT INWIT
INW Cellnex
CLNX USUS
avg. Cellnex
CLNX VT USUSavg. INWIT
INW
TowerCos TowerCos
(avg.) (avg.)
Source Company information; INWIT reporting; please refer to p59-61 of section 6 for information on basis of preparation of pro forma financial information
Notes 7 RFCF excl. dividends from joint ventures: Recurring OpFCF - cash interest - cash tax - change in operating
1 Adj. EBITDA is adj. EBITDAaL before depreciation on lease-related assets and interest on leases working capital (excl. deferred income from capex recharges and working capital relating to growth capital
2 Lease adjustments reflect depreciation on lease-related right of use assets and interest on leases expenditure; movements in operating working capital are not included in FY20PF )
3 Excluding capex recharge revenue 8 Based on INWIT definition, relates to the year ending 31-Dec-20 as per their guidance provided on 5-Nov-20
4 Defined as capital expenditure required to maintain and continue the operation of the existing tower 9 Incl. Portugal, Ireland, Romania, Czech Republic, Hungary
network and other passive infrastructure, excluding capital investment in new sites or growth initiatives 10 Vantage Towers is based on FY20 pro forma adj. EBITDAaL; Cellnex EBITDA and margin FY20E broker
5 Defined as Adj. EBITDAaL less maintenance capex (excl. capex recharge revenue) consensus to make it more comparable post acquisitions; INWIT is based on pro forma EBITDAaL margin 20
6 Cash conversion defined as ROpFCF / Adj. EBITDAaL reported as at FY19. US TowerCos: SBA Communications, American Tower, Crown Castle based on FY195
Strong operating leverage and cost efficiency potential underpin margin upside
Strong operating leverage to new revenue streams Cost efficiencies
1 tenant 2 tenants Ground lease optimisation through buyouts / renegotiation, a
recurring theme amongst European TowerCos
Unlocking growth Lower relocation
Attractive IRR and in colocation, risk, with
multiple arbitrage particularly in significant cost
rooftops saving potential
Illustrative financials (€k)
Best-in-class IT systems and productivity tools enhancing
Revenue / tower 20 30 automation across the portfolio
Cost / tower (10) (12)
Operations and maintenance efficiencies: fewer site visits
Adj. EBITDAaL after through remote monitoring, predictive maintenance and
10 18
leases / tower managed solutions
Margin 50% 60% Deployment of energy-efficient solutions drives lower energy
consumption and other cost savings
Adj. EBITDAaL impact:
+1.8x
Source Company information
215
Attractive medium-term outlook | Strong growth and cash conversion
Our medium-term targets
Tenancy ratio • >1.50x
Revenue (ex. pass
• Mid single digit CAGR
through)
Adj. EBITDAaL
• High 50s percentage (based on revenue ex. pass through)
margin
Recurring FCF • Mid to high single digit CAGR
Dividend policy • 60% of RFCF (incl. dividends from joint ventures)
• 4.0x Net financial debt / Adj. EBITDAaL to ensure capacity to invest in strategic (organic
Initial leverage
and inorganic) opportunities
226
Further upside from growth beyond the core and M&A
Cash investment firepower of €1bn and additional potential meaningful capacity through share issuance
Clear strategic roadmap with multiple levers of growth Strategic M&A to supplement organic growth
Focus
Additional
• Acquire portfolio of tower assets deemed
Digital future
to be non-core by other MNOs or
macro
independent tower companies in existing
sites
Smart cities geographies
Edge data
centres
Outdoor • Use acquisitions as a tool to rapidly build
small cells
New new technology capabilities
5G super
capability • Expand in non-core segments with high
host
FTTS IoT growth potential
Regional rural
DAS / indoor networks
small cells • Identify new geographies with attractive
Monetisation
& efficiency
MNO densification New market dynamics, favourable regulatory
and coverage needs Non-MNOs markets backdrop (e.g. upcoming 5G roll out,
/ FWA expanded coverage obligations)
REALISE EXPAND EVOLVE
Reflects the illustrative potential of market opportunity Phases
236
Our recent M&A | Track record of targeted transactions
Strategy geared towards creating national leaders with high quality, de-risked growth with strong anchor tenants
active sharing on our grids to underpin attractive returns
Wind Hellas INWIT
Merger of Vodafone Greece and Wind Hellas Greek tower Merger of Vodafone Italy Towers with INWIT to create a
Strategic
assets to create the leading tower infrastructure national champion in Italy, where we share co-control
highlights
operator1 with TIM
Macro sites market
position / share2
1 / 53% 1 / 53%
Anchor tenants and Vodafone / Wind Hellas Vodafone / TIM
combined subscriber
share 53% 63%
Active sharing
agreements
New macro sites
500 (250 from each anchor tenant) 2,4003
commitment
Source Company information, Fitch Solutions, TowerXchange, broker research
Notes
1 Subject to closing conditions, including competition approval
2 Based on number of macro sites, based on Vodafone and Cosmote only for Greece
24
3 As of 30-Sep-20ESG at the core of our strategy | Our strong network is a key enabler for a
6
sustainable digital society
A distinctive culture Energy innovation
Inclusive,
Building
Lean and flat transparent and
a diverse Efficiency Renewable Reduce Digitisation
organisation collaborative
workforce energy emissions
approach
Rigorous focus on Sustainable infrastructure
health & safety
Full compliance Reuse /
Construction Inspections People Planet with EMF
Reduce
duplication
recycling of
regulations infrastructure
Maintenance Operations
Supply chain integrity
Performance
Providing the best tools
to the workforce Sustainable Sustainable
supply chain energy
purchasing
TIMS Customer Digital Twin CRM Robust and balanced governance
portal
Experienced & Strong Balanced
incentivised leadership framework Supervisory Board
256
Experienced management team with a robust governance framework
Management team with established execution credentials Governance framework to provide significant independence
Vivek Badrinath (MB) Management Board empowered under Two-Tier
CEO AG Board structure
Balanced, diverse Supervisory Board composition:
– Independent Chair
– 3 additional independent Supervisory Board members
– 5 Supervisory Board members nominated by Vodafone
Christian Sommer No majority shareholder instruction rights
Thomas Reisten
Sonia Hernandez Jose Rivera (MB) Niko Rama
(MB)
CCO CTO General Counsel, HR Director
CFO
Company Secretary
Clearly defined relationship with Vodafone
– MSAs, relationship agreement
Management team supported by regional country heads leading implementation of – Independent, arms length governance of related
Vantage Towers strategy party arrangements
Limited special rights for Vodafone
– Veto on Board appointments for INWIT
– Veto on disposal of local TowerCos
Dr. Rüdiger Grube
Independent Chairman Appropriate incentive structure
– Aligned to Vantage Towers' mission and strategy and
shareholder returns
MB = Management Board
26Vantage Towers | Our story
1 A leading European tower infrastructure operator
2 Benefitting from strong and resilient underlying demand within an evolving towers market
3 Top tier, highly rated customer base, secured with network sharing agreements
4 Growth platform underpinned by long-term, inflation-linked contracts, new build and tenancy expansion
5 Highly attractive financial profile with margin upside and cash flow generation underpinning shareholder returns
Clear framework to drive strategic investments in growth beyond the core and M&A, led by an experienced and
6
empowered management team
27Disclaimer (1/3)
IMPORTANT: The following applies to this document, which consists of the sections “Introduction and key investment highlights”, “Portfolio overview”, “Contracts, organisation and operations”, “ESG”,
“Market drivers and commercial strategy” and “Understanding our financials and growth drivers”, and which has been prepared by Vantage Towers GmbH (the “Company” and together with its
subsidiaries and those entities to become its subsidiaries, the "Group") solely for use at this meeting, to the oral and video presentation of the information in this document by members of the Company’s
management, to any question-and-answer session that follows the oral and video presentation and any material distributed in connection with this presentation (collectively, the “Information”), each of
which should be considered together and not taken out of context. By attending the oral and video presentation and/or accessing or reading a copy of the Information you agree to be bound by the
following limitations and conditions.
The Information has been prepared for information and background purposes only and may not be reproduced, published or transmitted, in whole or in part, directly or indirectly, to any person (whether
within or outside such person’s organization or firm) other than its intended recipients. This document is not, and should not be construed as, a prospectus or offering document, and has not been
reviewed or approved by any regulatory or supervisory authority. The Information does not constitute or form part of, and should not be construed as an offer for sale or subscription of or a solicitation or
invitation of any offer to subscribe for or purchase any loans or securities of or make an investment in the Company or any other member of the Group or Vodafone Group Plc or any of its subsidiaries
(together, “Vodafone”) or any other entity in any jurisdiction, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, in particular,
it must not be used in making any investment decision. Any decision to invest in securities should be made solely on the basis of the information to be contained in a prospectus and on an independent
analysis of the information contained therein.
The Information does not purport to contain all information required to evaluate the Company or the Group and/or its financial position. Financial information in this document is preliminary and
unaudited and certain financial information (including percentages) has been rounded according to established commercial standards. In addition, the Company is currently still in the process of
establishing capital markets readiness by expanding the scope of management reporting, financial accounting as well as forecasting and budgeting processes through the hiring and training of
additional resources and rolling out market standard policies and procedures. As a result, some of the financial and/or operational information set forth in this document remains subject to change
and/or completion.
This document contains pro forma financial information of the Group for the financial year ended March 31, 2020 and for the six-months ended September 30, 2020 (together, the “PF Financial
Information”) as well as financial information from Infrastrutture Wireless Italiane SpA (“INWIT”). For a description of the basis of preparation of the pro forma financial information of the Group for the
financial year ended March 31, 2020, please refer to the slide entitled “Understanding our FY20 PF financials | Basis of preparation” included in the section “Understanding our financials and growth
drivers”. The PF Financial Information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation and does not, therefore, represent the Group’s actual results
of operations. Such information may not, therefore, give a true picture of the Group’s results of operations nor is it indicative of its results. The PF Financial Information is subject to change. This
presentation also includes summary historical financial information from Vantage Towers Greece and INWIT. For a description of this information, please refer to the appendix section of this
presentation. In this document, the Company utilises certain alternative performance measures, including but not limited to adjusted EBITDA, adjusted EBITDAaL, recurring operating free cash flow,
recurring free cash flow, aggregated recurring free cash flow, return on capital employed, that in each case are not recognized under International Financial Reporting Standards (“IFRS”). These non-IFRS
measures are presented as the Company believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating a company’s operating performance and
financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, nor
should they be considered as substitutes for the information contained in the financial statements included in this document.
No representation, warranty or undertaking, express or implied, is made by the Company, Vodafone or any their respective affiliates or any of its or their respective directors, officers, employees, agents
or advisers (“Representatives”) or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein or
any other statement made or purported to be made in connection with the Company, the Group or Vodafone, for any purpose whatsoever, including but not limited to any investment considerations. No
responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company, Vodafone or any of their respective Representatives or any other
person for any loss, cost or damage howsoever arising from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising
in connection therewith.
28Disclaimer (2/3)
The Information is provided at the date of this document and is subject to change without notice. In providing access to the Information, none of the Company, Vodafone or any of their respective
Representatives or any other person undertakes any obligation to provide the attendee or recipient with access to any additional information or to update the Information or to correct any inaccuracies in
any such Information, including any financial data or forward-looking statements. The Information should be considered in the context of the circumstances prevailing at the time and has not been, and
will not be, updated to reflect material developments which may occur after the date thereof. The information contained in this document has not been independently verified.
The Information may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “plans”, “targets”,
“aims”, “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and similar expressions. These forward-looking statements reflect, at the time made, the Company’s
beliefs, intentions and current targets/aims concerning, among other things, the Company’s or the Group’s results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-
looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth concerning, among
other things, growth trends in the market for macro sites (which can be affected by a number of factors, including operator consolidation, network sharing (including roaming and slicing) and spectrum
trading), and growth trends in the DAS and small cell market (some industry analysts believe the small cell market still in the nascent stage of its development and could be affected by factors including
changes in the behaviour of MNOs); lease-up potentials; economic outlook and industry trends; developments of the Company’s or the Group’s markets; the impact of regulatory initiatives; and the
strength of the Company’s or any other member of the Group’s competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. The forward-looking statements in the Information are based upon various assumptions, many of which are based, in turn, upon further assumptions, including
without limitation, management’s examination of historical operating trends, data contained in the Company’s records (and those of other members of the Group) and other data available from third
parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks,
uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group
or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No assurances can be given that the forward-looking statements will be
realised. The forward-looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-
looking statements to reflect any change in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based.
No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to,
and no reliance should be placed on, any forward-looking statement.
To the extent available, the industry, market and competitive position data contained in the Information come from official or third party sources. Third party industry publications, studies and surveys
generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company
believes that each of these publications, studies and surveys has been prepared by a reputable source, neither the Company nor any of its respective Representatives has independently verified the data
contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company’s own internal research and estimates based on the
knowledge and experience of the Company’s management in the markets in which the Company and the other members of the Group operate. While the Company believes that such research and
estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and
correction without notice. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in the Information.
29Disclaimer (3/3)
In addition, certain industry and market data in this document is based on third-party data provided by Analysys Mason Limited (“Analysys Mason”). Analysys Mason’s data is derived from publicly
available information released by independent industry analysts and other third-party sources, as well as data from Analysys Mason’s internal research, and is based on assumptions made upon
reviewing such data, and experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. Although Analysys Mason has obtained such information from
sources it believes to be reliable, Analysys Mason has not verified such information. You are cautioned not to give undue weight to these estimates and assumptions. Analysys Mason’s estimates are
subject to the same qualifications and uncertainties as the other forward-looking statements in this document.
The Information is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with
these restrictions may constitute a violation of the laws of any such jurisdiction. The Information is not an offer of securities for sale in the United States. Any securities described herein have not been
and will not be registered under the under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent
registration under the U.S. Securities Act or an available exemption from it. There will be no public offer of securities in the United States. Neither this document nor any copy of it may be taken or
transmitted into the United States, Australia, Canada or Japan or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of the United States, Canada, Australia or Japan. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about
and observe any such restrictions.
The Information is only addressed to and directed at persons in member states of the European Economic Area and the United Kingdom (each a “Relevant State”) who are “qualified investors” within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (“Qualified Investors”). In addition, in the United Kingdom, the Information is being distributed only to, and is directed only at, Qualified Investors who
are (i) ”investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth companies, and other
persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (all such persons
together being referred to as “Relevant Persons”). The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by
persons who are not Qualified Investors.
30Key contacts
https://www.vantagetowers.com/investors
www.vodafone.com/investors
ir@vodafone.co.uk
1 Kingdom Street, London, W2 6BY
Matthew Johnson
• Director
• Group IR
• matthew.johnson@vodafone.com
Daniel Morris
• Deputy Director
• Group IR
• daniel.morris@vodafone.comYou can also read
