Hello, everyone, and welcome. I'd like to begin by acknowledging the traditional custodians of the land on which I'm speaking today, the Kulin Nation, and pay my respects to their elders, past, present, and emerging. Today, I have our CEO, Andy Penn, and our CFO, Vicki Brady, on the line to update you on the significant announcement we have made to the ASX this morning, our acquisition of Digicel Pacific. Andy will run through details on the acquisition, and Vicki will talk through some of the financials. We'll then open for Q&A. Guy Wylie, Head of Corporate Finance, and Oliver Camplin-Warner, CEO, Telstra International, are also on the call today to answer questions. To ask a question, please press star one. When the investor Q&A is complete, I'll hand over to my colleague, Nicole McKechnie, who will manage media Q&A. Andy, over to you.
Thanks very much, Nathan, and good morning, everybody. Thanks for joining, particularly at short notice. Can I also just say, I hope everyone's continuing to do okay, and hopefully some of you are starting to enjoy the benefits of some newfound freedoms with the lifting of restrictions. As Nathan said, today we're really excited that we're partnering with the Australian government and announcing our the acquisition of Digicel in the South Pacific. As you may have already seen from our previous ASX statements on this subject, we were initially approached by the Australian government to provide technical advice in relation to this business, and we subsequently considered acquiring the business with financial and strategic risk management support from the government.
We also said that in addition to a government funding and support package, that any investment that we did make would have to be within certain financial parameters, with Telstra's equity investment being the minor portion of the overall, transaction financials. So I'm pleased to say that we've been able to achieve both of these outcomes, and that the Telstra board has unanimously agreed the transaction is in the best interest of shareholders. The Digicel business will be owned and operated by Telstra. We'll contribute $270 million of the equity, to the $1.6 billion purchase, and we will own 100% of the ordinary equity.
The Australian government, through Export Finance Australia, is providing the remaining AUD 1.33 billion through a combination of non-recourse debt facilities and, and equity-like structures and securities rather. Digicel Pacific is a leading provider of communication services across Papua New Guinea, Fiji, Nauru, Samoa, Tonga, and Vanuatu. The company has 1,700 employees who support around about 2.5 million subscribers, including 1,500 small to medium businesses, 250 large enterprises, and 200 corporates in PNG. If I refer you for a second to slide three of the ASX attachment, if you have it available there in front of you, you can see that Digicel enjoys a strong market position in the South Pacific region, holding a number two - a strong number one position in every market other than Fiji, where it is the significant number two.
Digicel Pacific has already invested significant capital in PNG, which is its largest market, to achieve extensive network coverage, including 4G coverage to now, I think it's about 55% of the population. The combined business generated EBITDA of $233 million for the financial year ending thirty-first of March 2021, which is at a very healthy 54% EBITDA margin. Around 77% of its revenues is generated from its mobile business, which is largely prepaid, and the balance from business solutions, TV and broadband services. Again, if you're looking at the release with the attached slides, you can see that breakdown on slide five.
When the transaction completes, which is obviously subject to obtaining the various different government and regulatory approvals, which is across the region, we expect to take 3-6 months' time, just because of the number of jurisdictions that we'll be dealing with, and that will coincide with roughly when our corporate restructure is being contemplated and progressed. And so we will run Digicel Pacific as a separate business within Telstra International, which will become, as I've previously said, the fourth subsidiary of our new Telstra holding company in line with that restructure. Given Digicel's strong brand equity and recognition in the region, and in alignment with our intention to operate Digicel Pacific as a separate business, the Digicel brand will continue to be used in its Pacific, in Pacific markets.
The current Digicel Pacific management team will also continue the day-to-day running of the business, and they will report to Telstra International executive, Oliver Camplin-Warner, who's with us today, on the call, and it will be subject to oversight from a newly formed board of directors for Digicel Pacific Group, which will be comprised of the majority of Telstra executives. I think the deal represents a very important milestone in Telstra's relationship with the Australian government, who are strongly committed to supporting private sector infrastructure investment in the Pacific region. Australia has deep personal, historical, and cultural ties with Pacific, forged over decades of sustained engagement, and Telstra, via our international team, has been doing business there for decades....We believe this opportunity is very attractive for a number of reasons. Firstly, the strong economics of the Digicel Pacific business. Secondly, the alignment with Telstra's core strengths.
Thirdly, it also aligns our role as a provider of international voice data and ICT services to the South Pacific region. Lastly, as I've mentioned, the strong support of the Australian government. It's also consistent with our recently announced ambition for our international business, which is to drive profitable growth and value from the growing strategic significance of our international network as part of our T25 strategy. So, Nathan, with those introductory comments, thank you everybody for hooking in and listening in. As Nathan says, I'll now hand over to Vicki, and talk to you a little bit more about the--Vicki.
Thanks, Andy, and hi, everyone, and let me add my thanks to you all for joining us at short notice. As Andy mentioned, Telstra is contributing $270 million of equity to the $1.6 billion purchase of Digicel Pacific. We will own 100% of the ordinary equity, and we'll consolidate 100% of earnings through our P&L. The Australian government, through Export Finance Australia, is providing non-recourse debt facilities and equity-like securities totaling $1.3 billion. Telstra will contribute $50 million of equity to the additional $250 million earn out for the vendor if the business performance hurdles are met. Under the agreement with Export Finance Australia, we are entitled to receive a preferred return of $45 million per annum for the first six years.
This means we expect to receive our initial equity investment back in dividends. After payback of our initial equity investment, Telstra equity returns are post-debt repayments. The government has provided $720 million of competitively priced long-term, that is 10-year debt facilities, and their $610 million of equity-like investments do not have a term. A small component of the debt amortizes each year. The debt is non-recourse back to Telstra, with no cross-default into any other Telstra debt or assets outside of Digicel Pacific. The $720 million of government-funded debt will consolidate onto our balance sheet, and we remain committed to balance sheet settings consistent with an A-band credit rating, as stated in our capital management framework.
The $610 million of government equity-like securities will be recognized on our balance sheet as non-controlling interest, reflected in total equity. Other support provided by the government includes the cash repatriation from the regions, FX protections, and political risk insurance for six years. Telstra also cannot exit until after year six. The transaction is expected to deliver an attractive IRR and exceeds all our M&A criteria. Just as a reminder, they are EPS accretive, ROIC above WACC, and more accretive than a share buyback of a similar size. We also expect the transaction to be accretive to earnings per share. The transaction implies a multiple of 5.8x-6.9x FY 2021 EBITDA for Telstra for the acquisition of Digicel Pacific.
This is based on the purchase price, excluding the $250 million of government equity-like securities that rank behind Telstra's ordinary equity with limited rights to distributions. The Digicel Pacific, as Andy just mentioned, also has attractive financials. Digicel Pacific generated $431 million in service revenue and EBITDA of $233 million for the financial year ended 31 March 2021, with an EBITDA margin of 54%. We expect medium-term CapEx to sales ratio for the business of around 15%. Digicel Pacific has 2.5 million subscribers, generating an $11 ARPU. Our FY 2022 guidance does not include any allowance for the Digicel Pacific acquisition, which will further enhance our outlook, depending on the timing of completion.
I would also note, this transaction causes no change in our previous comments on capital management at our recent Investor Day and from our chairman at the AGM. We continue to expect cash flow to remain ahead of accounting earnings, largely due to structurally lower CapEx than D&A by around AUD 600 million. This strong cash flow allows us to make this investment while still maintaining flexibility to invest for growth and return excess cash to shareholders. I look forward to answering your questions, and I'll now hand back to you, Nathan.
Thank you, Vicki. I will now move to a time of investor and shareholder and analyst M&A and Q&A. Our first question comes from Eric Choi from Barrenjoey. Go ahead, Eric.
... Oh, morning, team. Thanks very much for the questions. First one was just on the impact to the balance sheet. Just wondering which parts of the EFA you'll consolidate onto your net debt, and then roughly how much Telstra's group net interest goes up as a result of this transaction. Second question, just around impacts on long-term free cash flow. At the moment, there's this AUD 0.06-AUD 0.07 gap between EPS and free cash flow per share, and I'm just wondering, after we factor any working capital, any network upgrades above that 15% CapEx to sales target, if we can still conclude, well, infer that this transaction is additive to that free cash flow and EPS gap.
And then just the last question: wondering if the completion of this deal helps at all with, with the timing of any of your other initiatives. I'm thinking of things like your buyback and also the InfraCo legal restructure. Thanks a lot.
Thanks very much, Eric. I'll get Vicki to take the bulk of those in relation to the balance sheet and the free cash flow impact. In terms of the impact on net debt, I think Vicki will confirm it won't push it up. It'll in fact, it would push it down a little bit, in terms of the cost of debt. But, in terms of the impact on the buyback, that's obviously something that it was important to announce first and then the board, obviously, have to make a decision around being in a position to do the buyback. So it is something that was important for us to announce. In terms of... It doesn't have a bearing on other factors.
I mentioned in my comments that ultimately we will have this business, effectively owned by Telstra International, which will be the full subsidiary of our restructure, but it's not in that sense, dependent on the restructure. But, Vicki, maybe if I pass to you for those, first questions.
Yeah. Thanks, Andy, and thanks, Eric, for those questions. So firstly, just in terms of the balance sheet and which components of the funding from EFA are reflected on balance sheet. So firstly, the senior debt, that totals $720 million, that will be consolidated into debt on our balance sheet. And the equity-like securities that total $610 million, they will be consolidated into total equity as a non-controlling interest. And just in terms of interest, so if I look at the debt, the senior debt of $720 million, the interest rate on that debt will be modestly below Telstra's blended cost of debt today. So very competitively priced debt on the senior debt.
And so obviously there will be some small increase in our overall interest costs, but as I said, competitively priced and modestly below our current blended cost of debt. Just in terms of free cash flow, so the acquisition of Digicel Pacific is accretive to us from a free cash flow point of view. And as I said, we expect that structural difference between accounting earnings and cash flow to continue. It doesn't affect that, so accretive from a free cash flow point of view. So I think I've covered off the questions you had, Eric, in terms of balance sheet and free cash flow. So Nathan, back to you.
Thank you, Eric. Our next question is from Lucy Yu from BofA. Go ahead, Lucy.
Thanks, Andy and Vicki. I've just got 3 questions. So in terms of that $45 million preferred return, I guess, within the next 6 years, is there scope for that to increase at all? Or is there any circumstance I could see that 45 recoup back a bit a lot faster? And then secondly, just with the $250 million additional earn outs, are you able to give us some color as to what are some of the performance hurdles that are embedded within those? And then just thirdly, with the Digicel business, I'm just wondering, moving forward with this strategy, is this a story around subscriber growth, or is there scope for ARPU growth? Just wondering, you know, where the growth in this business will come from over the next few years.
Thanks.
Yeah, no, thanks very much, Lucy. It's Andy. Why don't I take the second couple? And I think the answer on the first one is that I think there are circumstances in which the AUD 45 million could be higher, but I don't think you should assume that. I think that's what we expect it to be. But I mean, the important point is that that AUD 45 million is sort of effectively underwritten. So that means that we get a payback of our equity by the sixth year, and at that point, we own the business 100%, obviously, subject to the outstanding debt liabilities and other equity-like instruments, but we own it 100% at that point.
In relation to the performance hurdles, I mean, as you can imagine, on deals like this, you know, as a potential acquirer, we take a somewhat conservative perspective on what the trajectory of the performance of the business will be. And of course, we, you know, if you like, make that even more conservative in the context of the current environment with COVID and, you know, just trying to understand what the impacts of that will be over the next short period of time. On the other hand, the vendor will have a perspective of what they think the business performance would be.
So their business plan before, you know, we started the conversation, has a slightly higher level of—or has a high level of growth, particularly around, you know, revenue and subscribers and ARPU, and it's really the difference between those two perspectives that really determines the difference and the potential for the performance payment to be made. And, you know, and I think candidly, if the business does perform at a higher level, we won't be unhappy funding the increased consideration in conjunction with EFA, because the business will be, value will increase accordingly. I might ask Oliver Camplin-Warner.
He might like to comment on the future for the growth opportunity for the business, because he's going to be running it, and he's spent quite a bit of time already on the ground and with the due diligence, as I have. But it'd be good to hear directly from him, maybe. Oliver?
Hi, Lucy. Thanks, Andy. Yeah, I've been in market a couple of times now as part of our extensive due diligence, and when I look at the growth opportunities moving forward, I mean, one of the key ones, Lucy, I'd call out, is around mobile penetration. When we look at mobile penetration in PNG today, it's around the 30% mark, so we see a significant opportunity to leverage the extensive network footprint that they have rolled out. They have now some 964 sites across the country. We're giving a unique source of competitive advantage, especially in those rural areas. The other part is we have a very extensive international business today. I operate in over 20 countries around the world, and we believe there are a number of synergies between the two businesses there as well.
We do believe there are a number of growth opportunities, which we're very excited about.
I might just go back to Vicki and see, Vicki, if there was any additional comments to make in relation to the-
No, Andy, I think you covered them off well, and just the one add I'd make is, on those performance hurdles for the additional AUD 250 million related to the earn-out, for us, it'd be great to hit those, 'cause as you said, we've taken, you know, as you would expect, a fairly conservative view of the performance of the business. If it achieves those hurdles, it's, it's a good outcome for us as well, in terms of overall multiples and returns on the deal. So that's the only add I'd put, Andy. So back to Nathan.
Thanks, Lucy. Thanks, Vicki.
Our next question is from Tom Beadle, from UBS.
Hi, everyone. Thanks for the opportunity to ask questions. I just had a couple, please. Just maybe starting on market structure. I realize there's probably, you know, a lot of detail we can go into here, but just any detail you can give us just around, for example, how many licenses are available in each of the markets? You know, is there potential for additional operators to enter these markets, whether it be with new licenses or spectrum auctions, for example? And just even understanding what the penetration of mobile services are in each of your markets. And then secondly, just around CapEx, you know, how should we think about the CapEx requirements for Digicel? Like, is there a CapEx to sales target that we should use as a rule of thumb?
You know, how much needs to be spent on 5G and spectrum auctions or network expansion, for example? Thanks.
Thanks very much, Tom. Again, I might ask Ollie to make a contribution here. He can talk to the market structure. I think the important point to appreciate is that PNG is obviously the biggest part of this overall portfolio, so we can sort of talk about, you know, Fiji and Nauru, Samoa, and Vanuatu, and Tonga, the other markets, but really, PNG, I think, is the main area to focus on. Ollie, and I think Ollie just referenced the market penetration rate in mobile at around 30%, and I think we have disclosed the CapEx to sales numbers in the materials. But Ollie, why don't I hand over to you?
Yeah, thanks, Andy. Yeah, as you said, PNG accounts for the largest sort of share of the business. So it's about 80% of the overall business. In terms of market share, so Digicel Pacific is the number one in each country, apart from Fiji, where it is the second. In Nauru, there is only one player, and that is Digicel Pacific. And we're very familiar with the competitors that exist today across the other markets. Vodafone is probably the key other big player. We're also aware of a potential new entrant, a new entrant in ATH as well, in PNG. So we're very familiar off the back of our extensive due diligence on the competitive situation as it stands today and what it sort of looks like moving forward.
Without a doubt, Digicel is in a very strong position given the investment, the significant investments that it's made over recent years. I'm very happy, Tom, to go into more detail there because we've got quite an extensive understanding.
Yeah, and I look, I think it's fair to say as well, Tom, I mean, if you go to PNG, which, obviously we have, and we've had our engineers there, you know, the key, the key dynamic is, is building out a viable network. And, Digicel over, you know, the last couple of decades has built a very extensive network in PNG, as I think I mentioned in my comments, it's got 55% coverage in 4G, already, and a, a higher proportion in including 3G as well. That's very difficult to replicate as a, as a competitor. The other operators have, and I, have typically been in these markets, and this is where I think Digicel's really sort of, built a very successful business, have historically been sort of government-owned....
or supported businesses who typically, you know, haven't been running the same sort of, the same sort of commercial expertise maybe that a more of a, a dedicated telco has. To put it in perspective, in PNG, 146 of the sites, you need a helicopter to get to. So, you know, it's very, very difficult to replicate that type of network infrastructure. So they have built a very strong presence. I mentioned the CapEx to sales. It's, it's a strong EBITDA margin of 54% and, you know, CapEx to sales are around 15%, so you can see it's a very accretive and, strong free cash flow business. But Nathan, back to you.
Okay, great. Roger Samuel from Jefferies, you've got the next question. Go ahead.
Questions. First one, just on that competitive landscape. Just interested to know why the number of subscribers haven't really grown at 2.5 million. Is it the competitive pressure, or is it because of the tourism with the closed borders? And secondly, I just want to confirm the AUD 610 in equity-like securities. You mentioned that it's a non-controlling interest, but I just wanna confirm whether that's gonna be a reduction to your profit on your P&L, or if it's just a balance sheet item. Thank you.
I might get Ollie to talk about the subscriber numbers and just the evolution of the market. And then maybe I'll just comment on the equity-like securities and see if there's anything that Vicky wants to add on that. So on the equity-like securities, I mean, essentially, I think as we've got in the materials, there's two dimensions to it. There's the about a portion of AUD 360 million, AUD 250 million. I can't remember exactly how they're described. Sorry, I don't have that page in front of me. But the AUD 250 million, think about that really as a very long-term potential value opportunity for that attaches to that for the government.
But then the AUD 360 million really sort of ranks behind our ordinary equity, and it pays a coupon once we've got all of our equity back at a level which obviously impacts profit a little bit. But ultimately, it's a level of sort of a bit above our current cost of debt and below our weighted average cost of capital. So sort of in that order of things. So, Vicki, anything else to add on those equity securities?
Yeah, and just, I'd just add, Roger was asking about, so the non-controlling interest, yes, is a balance sheet recognition into total equity. Roger, the one thing I just would highlight that to think about is, as we think about the accounting for the acquisition, we will recognize obviously the net assets of the business. There'll be some goodwill, and there's likely to be some intangibles related to the brand and the customers, and some of those intangibles will amortize. So that's just another element as you're thinking about the flow through to the P&L. But the non-controlling interest, yes, is a balance sheet entry into total equity. So Andy, back to you.
Thanks, then, Oliver, do you want to take the question on subscriber numbers?
Yeah. Thanks, Andy. Thanks, Roger. Yeah, you're right. So there has been impacts around sort of the closure of borders. There's been a reduction in number of expats in country, fly-in, fly-out, with some of the operations there, sort of, not in full swing given all things COVID, and then obviously, an impact on the tourism front. So that's been a primary reason there. We are optimistic, though, with the skies hopefully opening up in the not-too-distant future, Fiji, some positive signs coming out of there. So hopefully, we're looking forward to seeing that subscriber growth moving forward.
And I think the other thing to say, Oliver, is, there's a couple of you people on the call probably sort of familiar from other companies that you follow. There's a couple of very significant resource projects in the sort of, excuse the pun, pipeline in PNG in particular, which will be quite material for the economy. And I think so that's one opportunity, I think, as we look forward. And I think the other piece, which is a potential driver of growth or will be a driver of growth, is the further electrification of PNG as well. So, you know, I think when you look at it over a medium to longer term perspective, the opportunity for growth in subscriber numbers and ARPU is relatively significant. As Ollie said, you know, obviously COVID's had an impact.
Actually surprisingly, you know, minimal impact really, to be honest, in across the markets, or modest, let me put it that way. And that's why we've taken a relatively conservative approach to the outlook and, and how we value the business over the next period of time, which has driven the purchase consideration and why there's a, an upside opportunity or, an earn-out opportunity for the vendor, should the business perform in line with what the locals team's plans had been. But back to you, Nathan. Thank you.
Thanks, Andy. Our next question is from Entcho Raykovski, from Credit Suisse.
Morning, all. I've got a couple of questions. So the first one is around whether there are any exit mechanisms built in, either for Telstra or for the federal government into the agreement post-year six. I appreciate you've undertaken not to exit prior to that period, and obviously you've got the preferred return over those six years. But I guess interested in whether you could put your equity interest to the federal government, whether you could be required to buy out the remaining equity at that point. And secondly, just in addition to the discussion so far on CapEx and your guidance around medium- to long-term CapEx for Digicel Pacific, is there a chance that the near-term CapEx may be higher than that 15% number which you've given?
I guess just trying to work out whether there's a level of investment required near-term to increase the 4G coverage, particularly PNG? Thank you.
Thanks, Andrew. Andy, I don't... Look, I mean, the CapEx decision is obviously within our control. I mean, there's some modest amount obviously in the transition, but no, we're comfortable with where that sat. I mean, if strategically it became important for us to further accelerate 4G, well, then maybe that's a decision we can make. But I think the impact would be reasonably modest in the near term. So I'm not expecting a big sort of CapEx surprise, if we can put it that way. And then I think, as you would imagine, obviously we have obviously contemplated and considered exit, and that's obviously something that we've discussed extensively with obviously with the government. But you know, suffice to say, that's, it's not our intention.
We're buying this business with the intention to hold and run it, but it is we do have the ability to exit. I probably can't say more than that on it, just because as you can imagine, the terms of the various different instruments, et cetera, are confidential. So, but as I say, on CapEx, you know, maybe there's a small increase in the near term, but as I say, it's not—I'm not expecting any CapEx surprises. I mean, I think we've pretty much provisioned in what we need to do. And the business has been investing well, and as I say, they've already got 40 4G to 55% of the population. But, Vicki, Oliver, anything I've missed there?
No, spot on, Andy. As you said, CapEx to sales, mid- to long-term, 15%, sales to CapEx. And as you said, in the first few years, might be slightly higher than that, but in absolute terms, overall for Telstra, obviously, that's reasonably modest amounts of CapEx.
Great. Thank you. Our next question comes from Ian Martin from New Street Research. Go ahead, Ian.
Oh, good morning. Can you just, I mean, focusing, I guess, more on PNG, Papua New Guinea, can you talk about what spectrum holdings there are? And are these long-term licenses, like 15, 20-year licenses or annual payments? Are there any, you know, payments, substantial payments or options coming up? And also, if you could perhaps indicate what kind of regulatory political issues are covered by the insurance?
Yeah. Look, why don't I take the second one, Ian? Thanks very much. And, and then I'll get Oliver just to talk about the, the spectrum holdings in, in Papua New Guinea in particular. I mean, basically, the, the political insurance is really to protect the sorts of things that you just sort of referenced. So things like spectrum licenses and other licenses for doing, business in, you know, unusual or sort of unpredicted, situations. So, so it sort of insures us against that political dynamic that, were there to be an impact on-
Termination rates as well, Andy?
Sorry?
Termination rates. I mean, that tends to be... Well, I've seen it in the past, it tends to be a kind of foreign exchange issue sometimes, the way, you know, some of the smaller countries might deal with termination rates.
Yeah, I'm not sure I can comment any further on it. It's. And obviously, it's really just to protect us in the event that there is a particular sort of type of political intervention that really impacts, and it protects our equity value in the business, to cover us in relation to these markets. But, I'm not sure I can say any more than that, but, Ollie, do you want to comment on the spectrum position?
Yeah.
Ollie, just quick, we've lost you.
Can you hear me now?
Yeah.
Yep.
Yeah, perfect. Yeah, so just on the PNG situation, Digicel just had their license renewed for a further 15 years, that happened in the last couple of months. Clearly, we now need to work with the regulator just on sort of transferring that across. I've met with the regulator on three occasions in person and had a conversation this morning as well, so we'll just work that through. But the license has been extended for 15 years. Thanks, Andy.
Thank you. Our next question comes from Nick Harris from Morgans.
Thanks. Good morning, everyone. I'm just keen to, I guess, understand the capital structure a little bit better, the, that quasi equity. So, from what I'm... Well, actually, question one, is it actually entitled to any dividends that come out of Digicel in the first six years? And then what sort of happens year seven, does it kind of become ordinary equity, so it's entitled to the same stuff as Telstra equity? Could you just explain that again, please?
Vicki, do you want to take that?
... Yeah, sure, I can jump in, and then we do have Guy Wylie on the call as well, who might wanna jump in and comment as well. So, Nick, just to confirm, so it's the equity-like securities. So out of that $610 million, there's $360 million that has discretionary distributions associated with it. And really, so that's how I would characterize it. The second component, the $250 million, is subordinated beneath our ordinary equity, and it really has limited rights to distribution, and it's more about sharing in the long-term upside out of the business. But Guy, do you wanna jump in? You've been involved in all of the detail behind this.
Yeah, I can. Vicki, thanks, and hi, everyone. So I think the way to think about the equity-like securities is that, as you said, Vicki, it's gonna be classified as equity, in our accounts. Second, and importantly, it's non-voting and non-recourse to Telstra. It's perpetual, so there isn't a maturity date on that equity. It's deeply subordinated, and so it ranks behind our preferred return in terms of that 6-year dividend that Andy referenced at the start. And any payments are discretionary, and they're linked to the financial performance of Digicel. And, as Vicki said, there is an upside sharing mechanism, with the government. For example, if we ever sold the business post-year six, if we meet, a return, a very high return hurdle.
That's all we can say on the securities because they are private instruments, but equity, perpetual and, and obviously deeply subordinated. Thanks, Vicki.
Thanks, Vicki and Guy. Just two more questions from me, if I can?
Sure.
Thanks. So yeah, just the COVID impact, I would've thought that COVID took a reasonable chunk off revenue in the last couple of years, but the revenue and EBITDA has been pretty... Well, at least the EBITDA has been growing year-on-year. Is that a function of the vendors taking a bunch of costs out of the business? And I guess, second part of that is, should we then expect a bit of a bounce back in EBITDA once borders open? And then my other question, just to get it off, was just around, I know this sounds a bit silly, but 5G, I know it's all about 4G there, but should you have any kind of plans to maybe in the CBDs and things like that?
Do we need to think about 5G, or for the next six years, is it still really about getting that 4G coverage up?
Yeah, look, thanks very much, Nick. I might get Oliver to add some comments just in terms of the dynamics with COVID, but I think as I mentioned earlier, I mean, it's obviously had an impact, but it's been slightly more modest than you might have otherwise have intuitively thought, bearing in mind that PNG's the biggest, overwhelmingly the majority of all of this, and so obviously less affected by tourism and such, but certainly affected by some degree of fly-in, fly-out workers. But Ollie can talk on that point. But the business has performed pretty well and held up well during COVID, and I think, as I say, I think that, you know, there is the opportunity for, you know, the growth to be, you know, slightly stronger in the future.
It's a bit hard to sort of say in a sense, 'cause it's all still hard to know sort of where we're at in the whole COVID journey. I mean, like to be optimistic and think things are gonna get better next year, and I think Fiji is an example, as an outset, sort of opening up its borders, I think, you know, quite soon. So, that's pretty positive. I think on 5G, look, it's pretty early days. We're really focusing on you know, continuing to extend the 4G coverage, but 5G will become relevant over the longer term as well. As much as anything else is a bit the case in Australia, is that 5G obviously is a more efficient technology than 4G.
So from a capital cost perspective, you know, it could improve your overall capital efficiency from the point of view of the cost per gigabit of data over the network is lower than 4G, but until really data volumes grow very materially in these markets, that's not so much an issue. But, Oliver, do you want to talk a bit more about the COVID dynamics across the markets?
Yeah, probably not a lot to add, Andy. I think we've covered quite a bit. They have managed the business very well through what has been a tough period. But, yeah, not anything else I'd add on the COVID front. In terms of 4G, 5G, I mean, they're still heavily reliant on 2G and 3G. So they have about 55% population coverage on 4G today, so they're still rolling that out across the country. We've had a number of conversations with them on 5G and whether or not there are any use cases in the metro areas, but that's not on the near-term strategy, so it's something we'll keep across, should the deal complete.
Thanks very much.
Great. Our next question will be our last from the analysts. We'll then go to media. So I'd just like any media on the call to press star one if they'd like to register a question. Our next question is from Nick Harris, from... Oh, sorry, correction, from Brian Han, from Morningstar. Go ahead, Brian.
Thanks. I may have missed the answer to one of the previous questions, but can you please talk about the key drivers of the margin increase for Digicel in recent years? And secondly, in terms of the on the ground running of Digicel after the deal closes, I know Oliver will be in charge there, but will there be many senior executives from, from the other three arms of Telstra who will be assigned there? And will Mr. O'Brien still be actively involved in the day-to-day management? Thanks.
Thanks very much, Brian. Well, why don't I make some comments and then see if Oliver wants to add anything. I think in terms of what's really driven the strong performance of the business, I think if you look at the Digicel businesses globally, they've been incredibly well managed. I think, you know, they've driven strong growth in subscribers and and ARPUs and and managed costs very efficiently. And I think the scale benefit of that is, has led to pretty healthy margins. As I mentioned, the EBITDA margin is about 54%, so, it's, it's a very well, run business. In terms of on the ground, there's about 1,700 employees across the Digicel Group in the Pacific. Obviously, overwhelmingly, they're obviously all based in market.
It's a very, very strong team. And as Oliver said, both he and I and our colleagues have been in Papua New Guinea, met the team. It's mainly a local team. There are a couple of expats in senior positions, but they're people that exist within and lived within the markets for a good number of years. We don't propose to change that, and we don't propose to and don't feel we need to allocate more, you know, a large number of senior executives from Telstra into the businesses, that they're already very well run, and we'll run it relatively independently through the board, coming up to Oliver. But Oliver, do you want to add any other comments to that?
Yeah, thanks, Andy. I'll just add that, as part of Telstra International today, as I said earlier, we operate in over 20 countries around the world. We're very used to operating in complex environments with sort of complex government and sort of regulatory setups. So, this is not new to us. We're very used to sort of operating in different countries. In terms of the team, as Andy said, we've been very impressed with the leadership team that is in place today. And we'll make sure that we retain that key individuals moving forward. Just on PNG, I mean, they have just... When you visit in country, it's amazing. They are literally, there's a Digicel umbrella on every single street corner.
The distribution that they have, the sort of sales channel that they have in place, they really are second to none. So we'll be looking to protect that, protect the leaders that are in place, but then bring the Telstra International governance just to sort of manage it, and operate it moving forward.
And sorry, I didn't know... But on Denis O'Brien. So it's the intention that Denis will stay on the board for the first couple of years or so, and to help us navigate the transition.
Thanks, Andy. Thanks, Ollie. I'll now hand over to my colleague, Nicole McKechnie, who will manage the media Q&A.
Thanks very much, Nathan, and welcome, everyone. I think at this stage, we have one call, one media call. Can I just remind the media, if they have any questions for the team, please press star one. But the first one is from Lucas Baird from the AFR. Go ahead, Lucas.
Hi, guys. Thanks for taking the question. I was just wondering about that extra AUD 250 million that could be kicked in if certain targets are met. I was just wondering, what are the targets that Digicel has to meet to get that? And will the government or Telstra be funding that increase? And then just a second one on potential exit strategies to Telstra. From what I see, all the timeline horizons seem to be like six years in the material on the ASX at the moment. So is that the point that you will be looking at trying to exit Digicel?
Lucas, Andy. So look, you should not interpret the six years as any signal of an intention to exit. We're not entering this with a view to exit. We're entering this with running this business as a successful business over the longer term. The point of the six years, though, is that we wanted to make sure that we basically had effectively a clear line of sight to the payback of our equity of AUD 270 million, and that's effectively what happens at that point. So we get to that point, but you shouldn't interpret that as being a signal for an intention to exit at that point.
In relation to the hurdles, and/or the earn-out, essentially, I think as I was talking a little bit earlier, I'm not sure if you're on the call, but you know, when you do an acquisition like that, there's a position that the vendor looks at the business and has a point of view, and then, sorry, sorry, the acquirer, and then, of course, the vendor's got a point of view about the business. And the vendor's point of view is obviously based on their history and performance. We're taking a more conservative point of view, particularly against the background of COVID and the uncertainty that that creates, and the difference between the two is really a function of those perspectives.
As we said earlier, if the business performs, you know, in terms of revenue, as an example, above what's in our model and closer towards the vendor's model, or at the where the vendor's at, then that would trigger the earn-out payment. And we would be happy with that because actually, it would mean the business is valued more. And I think I'm right in saying that actually, on a multiple basis, we actually would be acquiring the business at a slightly less, lower multiple than going in. So, that's good. And then in terms of how that's funded, the split is 80-20, EFA to Telstra. So we would pay 20% of the, sorry, the extra earn-out payment, and then the EFA would fund 80% of it.
Thanks.
Thanks, Lucas. Next up, we've got David Swan from The Australian. Hi, David.
Hey, guys. Thanks for the time, as always. Just a couple of quick questions from me. Obviously, the deal's been sort of under discussions for the past few months and seems to have been sort of quite a lengthy process, as you'd expect it to be. Can I just have some color in terms of, I guess, just those discussions over recent weeks and months, and just some color about, I suppose, you know, any detail that can be shared as to getting this over the line? And anything you can say just about the politics, too, and I guess, just overarching sort of the what this means from a geopolitical standpoint for the region.
Thanks, Dave. I'm not sure I can share too, share color on the discussions. I mean, I think it obviously, it's I don't wanna describe it as a complex deal. It's just that it's a deal with a number of stakeholders involved. When you think about it, it's multi-jurisdictional. On the one hand, o0bviously, it's we're doing due diligence in an environment where we're dealing with restrictions as a consequence of COVID, so that sort of made that a little bit took a little bit more time. We've done very extensive due diligence, including on-the-ground due diligence. I think you heard us say previously, I've been in market and my colleagues have been in market. We've had network teams up there, we've had independent consultants. We've done a lot of work there.
As you can see, the funding and the support package from the government's got three key elements to it: the senior debt, and then the two types of equity securities, and then the political insurance risk. So there's a lot in all of that, and so just there's a lot of stuff to work through, and I think that's probably all I can say in relation to the discussions. On the question about sort of geopolitics, I'm not probably an expert there, but, I mean, if anything, I would say is, look, we've been doing business in the Asia Pacific region and the Pacific region for many, many decades, and we operate in more than 20 markets around the world, and we deal with lots of different regulatory regimes.
You know, I think that, you know, we're well positioned to navigate our way through, you know, these markets as well. It's a very attractive business. It's performing very, very well, and I think, you know, obviously, the region has very strong ties with Australia. I've spoken to each of the prime ministers in each of these markets, and, you know, they're very well disposed to Telstra's involvement. That's probably as much as I could say, Dave.
Thanks.
Thanks, Dave. Next on, we've got Simon Dux from CommsDay. Hi, Simon.
Hi there. Thanks very much for the briefing so far. Just got a question regarding the fact that Huawei is a strategic vendor and partner of Digicel in Asia-Pac. ZTE is a global strategic partner of Digicel. What operational, regulatory, and procurement issues does this present for Telstra going forward?
Thanks, Simon. Well, I don't think it presents any regulatory issues going forward. There's no restrictions in relation to the use of radio access networks vendors. And also just to point out that even in Australia, obviously, where there is, that's in relation to 5G, not 3G or 4G. One of the things that we will obviously be working on, if and when, what was I say? If I'm suggesting it's not gonna, but when we complete, 'cause we've obviously got to go through the regulatory process, across in each of the markets, and I don't anticipate any issues there, but it does take some time. It'll take 3-6 months, I think.
We'll obviously work with the local team on a longer term network plan, taking into account, you know, our partnerships as well, 'cause we've got strategic partnerships as well, and some of the considerations from our perspective around, you know, the optimal network design and operation of the networks in the region. So we'll obviously take that into account at that time. But there's no issues in the sort of the short to near term in relation to that. I think it's really just a function of us determining what the right long-term network strategy is.
Okay. Thanks, Simon. We have a caller. Just actually before I go to this call, just a reminder, if any of you do have any questions, it's star one to register. We have a question from Josh Taylor from The Guardian.
Hi, thanks for your time. Just a quick question regarding Digicel. So I understand that Digicel is incorporated in Bermuda. Was there, is there any sort of concern from Telstra about, I guess, being involved in the transfer of large sums of taxpayer dollars to a country that is essentially a tax haven?
Actually, Guy can. Who's on the line can talk about the exact mechanics of the completion of the deal, but as far as we're concerned, I mean, Digicel is essentially a business which operates in a number of island markets around the world, either located in the Caribbean or in the Pacific. And the Caribbean is, if you like, the main business and also the holding company and operates, I think, in something like 22, 23 markets in the Caribbean. So it's not, I think, necessarily unusual, therefore, that that's where the holding company is. But, Guy, I don't know if you have any comment just in terms of how the transaction completion mechanics work.
Yeah. Thanks, Andy. Look, no comment on that. We don't comment in terms of where funds flow goes. But obviously, we're gonna own and operate this business, out of, Australia. So that's all to say on that.
Okay. Thanks, Josh. Next up, we've got Stuart Condie from The Wall Street Journal.
Hi. Thanks, thanks for your time. I guess, this is a follow-up from a previous question. When did the government initially approach Telstra with the request for advice? And how long did it take for those talks to turn to Telstra taking an ownership interest? And also, I guess, given the Pacific Step-up program, was the government's request for advice confined solely to Digicel Pacific, or were there any other assets or areas of discussion? Thank you.
I think in relation to the second one, I think I'm safe to say that, no, we get-- we, they approached us here for advice in relation to Digicel, and that's what the conversations have been contained to, and they haven't sort of gone further than that. And I'm just trying to think exactly when we were initially approached. Everything sort of lost a bit of perspective of time in the context of COVID, having been sort of in lockdown for such a long period of time. I mean, I think we would have been working on this for the last maybe 10 months or so, something in that order.
And, as I say, initially, it was in relation to providing strategic advice, and then ultimately, you know, that led us to thinking about potential acquisition in partnership with government, with those various different arrangements: the support package, the funding package, the insurance package, all of the, all of those protections. It probably... Can't remember exactly when the talks changed. I don't know if they changed overnight, but obviously, we've become more familiar with the asset over the period of time we've been discussing it with the government.
Okay, thanks for that.
Thanks, Stuart. That appears to be our last media question at this point in time. Andy, any last comments from you before we wrap?
No, look, I don't think so. Thank you, everybody, for dialing in. It's obviously a very significant transaction. And as I mentioned, in my introductory comments, consistent with our ambition to drive profitable growth and value from, you know, the strategic significance of our international networks. And, you know, we've been doing business in Asia and the Pacific region for many decades and, including in PNG. So, I think, you know, we're very excited by this opportunity. But, thank you, everybody, for their interest and for dialing in today.
Thanks, Andy. Thanks, everyone.