Afternoon, this is the Chorus Call conference operator. Welcome, and thank you for joining the INWIT Market Update conference call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Mr. Luigi Minerva, Strategy, M&A & Investor Relations Director of INWIT. Please go ahead, sir.
Thank you very much. Good afternoon and good morning, everyone, and thank you for joining us today. With me, I have Diego Galli, INWIT general Manager, and Emilia Trudu, CFO. Before we begin, please allow me to draw your attention to the safe harbor statement on page 2. Following a presentation with an update following the recent developments around the Fastweb master service agreement, we will open the floor to questions. Diego, over to you.
Thank you, Luigi. Thanks to all of you for your time and sorry for the delay, and thanks for joining us at such short notice. We are here today because we are keen to clarify information and statements about the MSA and our relationship with our anchors. Information and statements, which in some cases are, in our view, not completely clear or correct and not always supported by facts. We want once more to clarify the key features and competitive terms of our MSA, and let me make two initial points. First of all, let me remind you that the MSA is integral part to the sale and leaseback 2020 transaction, which was worth EUR 5.7 billion consideration for Vodafone, and over time, approximately the same for TIM.
The MSAs are structured in a way that creates value for both INWIT and the anchors, thanks to the consolidation of the infrastructure and the unlocking of sharing synergies to the benefit of all parties. For instance, independent studies from think tank Ambrosetti estimated that in Italy, tower companies have saved for the telco sector about EUR 16 billion since 2015. Second important point, the agreement relies on long-term relationship with the anchors. Long-term returns on the material upfront investment is therefore crucial to protect the integrity of the MSA. Legal certainty is fundamental not only for INWIT, but more generally to safeguard the ability to attract capital and execute the critical and strategic infrastructure investment that the country requires. I will go through the following topics. Change of control, pricing, indexation, quality of our network, and final remarks. The change of control clause is clear in the MSA.
The clause was included in order to protect all the three parties, INWIT and the anchors, in the event in which there was a change of the joint control exercised by TIM and Vodafone on INWIT. The only relevant change of control event is the dissolution in August 2022 of the shareholder agreement between TIM and Vodafone Group. TIM and Vodafone were up to that point jointly controlling INWIT. When TIM sold its stake in Daphne 3 to Ardian in August 2022, joint control ceased with the dissolution of the shareholder agreement. TIM triggered the change of control clause, and INWIT promptly notified it to TIM and Vodafone, locking in all parties for a further 16 years until 2038. For clarity, the Vodafone events of 2020 consisted in intragroup transfer of the INWIT stake between entities fully owned by the Vodafone Group.
These events had no impact on the joint control of INWIT, therefore, they are not relevant with regards to the change of control clause. As a matter of fact, if this share transfer would have been relevant with regards to the joint control of INWIT, the relevant party should have launched a mandatory tender offer. This did not happen obviously. We have clear and consistent legal opinions from the best law firms in the country on this. We understood Fastweb has a different opinion on this, creating a bias for potential negotiation. Therefore, in the spirit of cooperation and transparency, in November 2025, we proposed to them to go through an arbitration process which would have been independent and rapid. The proposal was rejected. Let's move to pricing. Our prices are in line with the market, there is no doubt.
Sorry if I start from the basics. I'm aware you all know this very well already. Fees from sales and leaseback transactions consist of fees for the hosting services and also fees for a financial component. Therefore, they are higher than pure hosting fees related to new towers built from the ground up and co-location. It's important to compare apples with apples. It's not correct to compare fees related to the sales and leaseback transaction with pure hosting fees. MSA fees on the original perimeter are intrinsically linked to the structure of the sales and leaseback transactions. The higher the upfront amount paid to the operator, the higher the resulting tower MSA fees. With regards to INWIT, the MSA terms and conditions are an integral part of the single and indivisible transaction carried out in 2020.
The transaction was structured on the basis of an upfront consideration paid to the anchors for an overall amount of EUR 5.7 billion. Therefore, a fair and proportionate MSA fee and a long-term agreement was defined to ensure the sustainability of the tower company over time. This approach was consistent with similar transaction done in Europe in those years. The average total fee per point of presence is around EUR 20,000. This is the combination of sale and leaseback tower fees, new towers, and new point of presence. We can estimate that broadly half of the fee is related to the financial component of the transaction, while the other half is related to the pure hosting fee. All our prices are in line with market.
They are even more attractive because the MSA fee also include unique rights to the benefit of anchors, such as veto rights and reserved space on existing sites, which are not part of the standard terms of MSA in international benchmark. About pricing, let me also clarify that in the event in which one anchor leaves from the towers, the other anchor will continue to benefit from the same economics. Looking at the right side of the slide to the economics per tower, fundamentally, INWIT paid about EUR 500,000 per tower in 2020 sale and leaseback transaction. With an estimated EBITDA per tower of about EUR 25,000 per tower, the payback period is about 20 years. This explains why the MSAs are designed to be long-term contracts.
Now, if we benchmark our MSA anchor tenant fees with the European peers, you will see here in this slide, based on published work by New Street Research, that our anchor tenant fees are competitive and below the European average. We have taken New Street Research as a source, but they are not the only ones. These data are in line with all other factually accurate analyst reports. Moving to the network and its quality. Our network of about 26,000 sites is the result of 40 years of work. Starting from when TIM and Vodafone could take the benefit of the first-mover advantage to build top-quality sites in the best available locations. 35% of our sites are in unique locations. This means that there is no other tower company within relevant distance range. In the chart, those are the big black balls on the maps.
For 40% of sites, there are other alternatives within relevant range. However, either there is no space available on the tower or there are technical issues that prevent the same quality. The big green balls on the maps shown here. In simple terms, about 75% of our network is not replicable, and our network is available to our anchors on all or nothing basis. Greenfield initiatives are hindered by permitting and implementation constraints, severe difficulty in identifying new locations, which implies long rollout times and high cost. There is no example of successful greenfield towerco in Europe, and this is for good reasons. At the opposite, our network is the result of consolidation of multiple networks and is a material source of efficiency within the industry through the benefits of sharing economics.
A consolidated and optimized network is also a way to reduce the consumption of natural resources. Talking about inflation and escalator. As a normal standard, our MSA has an escalator. We benefit from an uncapped escalator linked to inflation. We paid for this as for all the other components of the MSA. The inflation feature is a better feature than in other European MSAs. At the same time, it's worse than the fixed escalator applied by the U.S. tower co-peers, which is a fixed 3% escalator. In looking at inflation trend, there is nothing unusual in the average inflation that we applied with our escalator. Inflation had painful peaks in the two COVID years. However, since 2020, it has been on average below 3% annually, and inflation since INWIT was created in 2015 has been on average 2% annually.
Overall, broadly in line with historical trend and expectations. High inflation also hurts INWIT through higher variable cost and indirectly, but materially, through the higher resulting interest rates. Anyway, we understand that the uncapped escalator creates uncertainty for our clients, and we have been, and we are open to talk about alternative approach to reduce the exposure to risk of inflation spikes. Unfortunately, we need to talk also about legal steps. In the last few months, we have been talking with Fastweb team to identify a common ground for negotiation. I think we didn't succeed, mostly because there are two fundamental impediments: disagreement on the extension of the MSA terms and its duration, and also an approach win-lose from our anchors aimed at a transfer of value from INWIT to the anchors, rather than a win-win approach that would create value for all.
This is why we proposed an arbitration, so an alternative dispute resolution to resolve the disagreement on the MSA duration in a fast and effective way. Later, we also proposed a lawyer-assisted negotiation. Our proposals have been declined. On March 25th, Fastweb sent termination notice and started a civil proceeding at the Court of Milan to validate their alleged right to terminate. We have now reacted with the filing to the Court of Milan of a request of an interim measure to void the effect of the termination. The fast-track procedure would allow to stop the effect of the termination and to confirm the validity of the MSA until 2038 with immediate effect. In parallel, the ordinary trial started by Fastweb will have the ordinary course, which will last about two to three years.
In the slide, we show a possible theoretical timeline of the legal process from here. The first decision by the Court of Milan on the interim measure could be expected potentially within two to three months. Furthermore, we have the duty to notify the financial market regulator to assess the behavior of TIM and Fastweb with reference to various declarations on their intention to renegotiate the MSA and also the launch of the new tower joint venture suitable to provoke abnormal fluctuation of INWIT share price. Let me recap the key points. August 2022 is the only relevant change of control event that triggered the extension of the MSA to 2038. Our MSA fees are in line with the market as part of a single and divisible transaction. Our network is a unique portfolio of strategic locations and is not replicable.
INWIT has proven it can attract and deploy capital efficiency, freeing up resources for operators to invest in services and innovation to the benefit of the overall industry. The tower company business model creates value for all parties involved, while duplicating the infrastructure does not have industrial and financial logic. The termination notice received from Swisscom is devoid of any legal basis. We continue to be open to constructive conversation with our clients. From our perspective, it's important, it's key to protect the integrity of the MSA as a long-term contract, and we are open to optimize further the terms for new investments, and we aim to achieve win-win outcome in terms of positive net present value for all, a positive net present value and business development. That's all from my side, and we will now open the floor to your questions.
Thank you.
Yeah, I would ask you if you can please limit to one question so that everybody can have their turn. Thank you.
Thank you. This is the Chorus Call conference operator. We will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on their touchtone telephone. To remove yourself from the question queue, please press star and two. Please pick up the receiver when asking questions. Anyone who has a question may press star and one at this time. We will pause for a moment as participants are joining the queue. First question is from Roshan Ranjit, Deutsche Bank.
Afternoon, everyone. Thank you for the presentation. My question is regarding, I guess, the stance taken on the negotiations. It's clear that the anchors are really trying to push down on the MSA rather than any of the other kind of components. In terms of their starting position, I think there was an article this week which suggested that they're looking for around a 15% annual cut. Is it possible to understand, you know, the genesis of their argument? Are they kind of trying to suggest we remove some of the historic inflation? Are they suggesting some of the incremental PoPs within the current MSA are repriced down? It'll be interesting to get a view on that, please. You know how their construct of their argument is. Thank you.
Thank you, Roshan. Yeah, I would say the order of magnitude is absolutely material. There are clearly the spike of inflation is an element which has impacted the customer's P&L. But I think we did explain that actually overall has been in line with historical trends. There is the opportunity or the ask to support the operators on the sharing program. But let me say that overall, behind the specific topics, there is the ask for a material reduction on the fees. Where from our side, actually, I think that the balance is about putting on a broader table the needs for additional investments.
The country needs densification and needs new towers and new pops on existing towers. From our side, we are flexible and open to optimize further our terms on investments. We are open to discuss about the current perimeter in a logic of value for value, and also we are open to consider to regulate future inflation, agreeing a mechanism to avoid peaks. I think that overall, in the framework of the dramatic needs for investments in the country, I think that over time there is enough value which can be created and shared between parties if we go beyond and out from the logic of win-lose, and we are more focused all together to identify win-win solutions.
Next question is from Paul Sidney, Berenberg.
Hi, Good afternoon. Thank you very much for taking the question. I was just wondering, you talk about a win-win outcome, and I know you've touched on it in your prepared remarks. What exactly does a win-win outcome look like in terms of what you can provide for Swisscom, for Telecom Italia, and what they can give to you in return? What's the sort of ideal scenario we can think about looking forward? Thank you.
Yeah. Thanks, Paul. I mean, we are an infra player with long-term horizons, and our job is to do towers, new pops, DAS for outdoor and indoor densification. As I was saying before, there is a significant need for those. Italy has been lagging behind in terms of 5G, and that's the way to create maybe a ground for a win-win solution, where there is our effort to support the investment from the operators on even better terms and conditions. We can give some support in the short term. We can get more flexibility on the use and the flexibility to use the existing towers also for other players in the market. So there is value to be exchanged both ways. Again, as I mentioned, new investments and the way to optimize the current grid from our side.
Great. Thank you. Is it fair to make the comment that this densification and giving what the Italian market needs is gonna be significantly faster using yourselves than any JV or any competitor? Is that fair?
Yes, it's absolutely fair.
Okay.
It's absolutely fair because we have already the biggest grid. We said the best, the most efficient, but also we have been working hard in the last years to set up the operational machine. As a matter of fact, in the last few years, we have been able to deploy about 800 new towers per year. That's the best way to accelerate the densification project from all perspectives and from an operational perspective. But let me also mention from a financial perspective, because it would limit, reduce the duplication of the network and actually exploiting the current one. I think, let me conclude this because it's a point I'm really keen about, the best way to create efficiency within the industry is building scale on the infrastructure and not fragmenting the infrastructure layer. Efficiencies comes from consolidation and not fragmentation. Thank you.
Great. Really appreciate it. Thank you very much.
Welcome.
Next question is from Ondrej Cabejsek, UBS.
Hi. Thank you for the presentation again. I had a question related to maybe the two anchors that you have, right? If we kind of take a step back, the anchor, Swisscom, who's triggered the notice, is effectively, say, a foreign company at this point. The other anchor, however, is a company that is co-controlled or indirectly controlled by the Italian government.
I'm curious about this dynamic because going back to the original changing control clause notification in 2022, as far as I know, the government has the right to kind of you know decide whether this is possible or not because you're critical infrastructure, so they have got veto powers or Golden Power over you or over any kind of contract that relates to you. This is kind of a protective measure. How do we kind of square that with the fact that the other anchor, again, presumably with the knowledge at least of that same government, is now kind of I guess threatening what is in effect critical infrastructure. I guess you know how do you explain that?
Does that make any difference from your point of view around whether the second anchor is now likely or not to follow the first one in triggering the all or nothing clause? Thank you.
Thanks, Ondrej. Yeah. The situation is that Fastweb has triggered the termination and from media rumors or news, we have heard that TIM is assessing the same option. From the media news, we have also understood that there is a thought that if the first anchor leaves the tower, the second anchor would have a price increase. I think that we did clarify it during the call today. For the second anchor, there is no change in pricing following a theoretical exit of the first anchor. Now the Golden Power and the. It's an interesting point. We are a strategic asset.
We have been assessed and we are constantly assessed in terms of risk and the risk factor related to the network vulnerability. I think that the dismissal of a strategic asset such as INWIT and INWIT grid is something which will trigger the scrutiny and the detailed assessment from the relevant authorities.
In other words, you would think that the you know second anchor is essentially acting at this point without the consent of the authorities which are there to protect a critical infrastructure asset such as yourselves. Would that be the conclusion?
Honestly, I don't have the details. I'm not aware of any specific process to be followed on the ground. For sure, I can reiterate what I just said, that this kind of for the first as well as the second anchor, there are implications in terms of service continuity and impact on a strategic asset. If I can elaborate on this, take the opportunity to elaborate on this. The exit from the INWIT network, probably looking at the details of the quality and the impossibility to replicate the network in a short time frame, means that the additional 15,000 sites should have been built. We have today 21,000 towers with Fastweb.
Probably 15,000 is what would have to be built to replicate theoretically our network. I think that according to the deployment pace, the rollout pace of 500 new tower per year, this means 30 years and 30 years to replicate our network, but being aware that it will never be of the same quality and during the migration there will be disruption and loss of service quality. For sure this is a topic which will require the scrutiny again from the relevant authority, the government, in terms of protection and maintenance of the public service and the underlying infrastructure which support it.
Thank you.
Thank you.
Next question is from Fabio Pavan, Mediobanca.
Yes, Hi. Good morning. I think at the end of the presentation you said that you are still open to evaluate new win-win solutions. My question for you is what should increase confidence in compromise or a solution to be found now. If eventually the appeal to the Court of Milan as a consequence could be a reason to start this new conversation. Thank you.
Good afternoon, Fabio. I think that as we said, we have tried, in the last months, to have constructive discussion and conversation, and I think that things have gone through an escalation. I think that, I mean, escalation may help to realize the implication and the fact that we are going through or towards a lose-lose situation while there is the opportunity to go to a win-win situation where probably nobody would be happy and nobody would be sad. The typical situation of compromises where the outcome anyway is decent for all.
I guess that again, we, the escalation and the further legal assessment and the fact that it's, the implication of what are we talking about is years in court and with the impossibility to replicate the network. There is no tangible alternatives to our network. It will take, as I said, at least 30 years to find something which would be lower quality. At the same time, I think it's important for me to take also this opportunity that we understand the need of our customers to optimize their cost base. We understand the need to have, more visibility on the inflation impact in the future and being regulated.
We understand the opportunity to make investments with quicker return for our customers, so open to discuss on constructive basis for a win-win solution where we identify benefits for all and we shared in a fair manner.
Thank you.
Next question is from Fernando Cordero, Banco Santander.
Hello, Good afternoon, and thanks for taking my question and also for all the data that you have been sharing, and particularly for your quantification on the amount of sites that you believe that Fastweb or Vodafone would need to build if they exit from the contract. My question is precisely related on the front. I'm following up also with a question that we had in the previous call. Is what kind of or what is the level of detail that in the current MSA is around the exit process for any of the unfloored tenants? Just willing to understand what would be the timing for that exit process and number of years and so on in order also to understand and to assess better the implications for the counterpart. Many thanks.
Thank you, Fernando. Yes, about the exit process for Fastweb, they in their view, the determination date is 2028. So, they eventually have three years to migrate, at least three years to migrate after 2028. So that's basically the key term. There will be a time in the next months to agree the exit plan. Clearly I'm talking on a theoretical ground. For TIM would be different, because they, the termination, the duration is by 2030, so the same process will start from 2030. Again, let me remind and underline again, this is for us a theoretical case.
We think we have a strong case on legal and industrial grounds, and we don't think that the exit is a rational and reasonable outcome.
Thank you.
Next question is from Graham Hunt, Jefferies.
Thanks very much. Just a question on how we should think about your relationship with your anchors. If your legal challenge is successful and the MSAs are extended to where you believe they can be terminated, how should we think about anchor tenant fees beyond that point? Are you at a point there where you would have recouped your return on the financial part of the fees that you'll be more open to negotiation? Or just understanding of what your thought process is in terms of if you're right, what does the business look like going forward from here? Thanks.
Thanks, Graham. So in our view, the contract is based on eight year cycles of duration, and they are in definite cycle of renewals. Clearly the trigger of the change of control clause sets the date to 2038. Where, again, as a result of the 16 years, yes. I think there is a very important point to underline, which is the fact that as we said, there are two price points. Now, the price point coming from the sale and leaseback, and the price point coming from the new towers, new point of presence on existing towers. Clearly going on with the deployment of new towers and new point of presence, the weighted average of the overall bill for the customers goes down.
Also because in several cases, our prices, our fees for new towers and new tenants are below market prices, and this is where we can do an additional effort to support the deployment needs, the rollout needs of our customers. What I'm trying to say that naturally, the deployment of new towers and the new tenants on existing towers will bring to a reduction of the fee per tower, and that will be, it's already happened in the last five years and will continue to happen. Clearly the bigger the new investments, this the quickest the decline of the overall fee per tower.
Having said that, I think that we will stick to our principles, which are about the protection of the integrity of the MSAs, a long-term contract, and our support to the customers to identify solutions on a win-win basis, which simply we expressed as a positive NPV. Let me also complement positive NPV and a positive outlook in terms of growth profile. That's the approach which we will continue to follow in the future. Again, let's put in context that Italy needs a dramatic level of investment for both outdoor and indoor coverage, and we are the best way to deploy those investments in an efficient manner. In my view, there is space to create value for all parties.
Thank you.
You're welcome.
Next question is from Ben Ricketts, New Street Research.
Hi there, guys. Thank you. I just had a quick clarification question to an earlier answer. I think you said that Fastweb would have at least three years to move their equipment from your sites. How would the actual number of years be determined? Is that a negotiation or how does that process work? And presumably Fastweb could continue to operate those sites during that period. Is that right? Thank you.
Thanks for the question and thanks also for the benchmark, which we have really appreciated. Thank you. Yeah, the three years, the contract says at least three years, will be part of a negotiation. Clearly, I mean, always talking about theory, but if this is the case, we will be keen anyway to optimize our network also with other tenants or whatever other kind of opportunity will happen. We will push for a very quick migration plan. Anyway, during the transition and the migration, Fastweb will continue to pay the fees of the MSA.
They can continue to operate those sites as normal as part of their network?
Yes. As part of the agreed migration plan.
Perfect. Thank you.
Welcome.
Next question is from Akhil Dattani, JPMorgan.
Hi. Good afternoon. Thanks for taking the question. Could I just ask a question on Slide 9, just to help us better understand the timeline that you've talked to. You've helpfully sort of laid out each of the processes that you're envisaging from here. I guess what I'm trying to understand is, if we think about the interim measure and then the subsequent appeal, you're saying that the decision on that should hopefully be dealt with by November time. You're also talking about the ordinary trial process, which would be a three-year process. Can you just help us understand? Would the interim measure process be sufficient to provide clarity for us to take a step forward, or do we actually require that full ordinary trial process too?
I guess within that, what I'd also like to understand is if we listen to what you're saying right now, you seem to have obviously a very strong stance on what you believe is your protection through the contract, and obviously Fastweb has a very different interpretation. Is it fair to say at this point it's very hard to bridge that bidder spread to get to a win-win? I guess what I'm trying to understand is, do you think we need to wait until the resolution on the legal case first, or do you think there can be means to try and bridge the gap in the interim period? Thanks a lot.
Yeah. Thanks, Akhil. From a process point of view, the interim measure will take a view and a meaningful and significant view on, let me say, who is right. We give a clear indication. The interim measure can be appealed, and there is also, let me say, the ordinary process which will continue. In substance, the interim measure is an important step which will help all parties have clarity on their rights. I think that through this process of the interim measure, but also, let me say, this kind of process can be interrupted at any moment when the parties find an agreement.
I think that, or at least from our side, we continue to aim to find ways to identify solutions for an agreement.
Can I just clarify, would the interim process conclusion be binding or would we need the resolution from the ordering court case for it to be binding? I just wanna understand how that works, please.
Yeah. It's the ordinary court, the ordinary case will be binding.
Fine. Okay, thank you.
Welcome.
Next question is from Andrea Devita, Intesa Sanpaolo.
Yes. Thank you for taking my question. Just on the new tower joint venture and whether you are filing a request for interim measure to alter this development as well. In case, how you think you could enforce this move. Thank you.
Thanks for the question. The interim measure is focused on the determination and duration. With regards to the joint venture, we have a preferred supplier role in the contract. We think that if the joint venture is run with fees driving attractive returns to attract external equity partners, then honestly our preferred supplier status give us the right to match and secure those returns. Yeah, that's it.
Okay.
Thank you.
Next question is from Sybke Mares, Luminus .
Yeah. Thank you for the presentations. I have one question. According to your corporate governance report, while it's quite clear that the TIM and Vodafone MSA contained the cessation of joint control clause, while it was also clear from those publicly available reports that it was triggered in 2022, and TIM also mentioned in 2023 annual report that they exercised a renewal in 2022. However, what I'm wondering is, can you give some clarity around how this notification works? Is this something that is kept internally or are there also public records of this change of control clause being triggered and exercised back then? Thanks.
Yeah. The details on the change of control clause are included in our yearly governance report.
Yeah, that's correct. I was wondering, so the notification and the triggering, et cetera, when that happened in 2022.
Yeah.
Do there exist public records that indeed Vodafone and TIM were notified of this 16-year renewal? Because, yeah, if that is the case, I wonder why TIM and Vodafone well dispute this well fact in that case.
It's a private exchange of notification between INWIT and TIM and Vodafone. TIM did trigger the change of control, sending us the notification and then we notified to the two. At the end, sorry if I take this question to add an overall comment because clearly we focus on legal clauses, claims, and legal processes and whatever. I think here the core of the point is the approach, the need to the goal from the anchors to get a discount, that's the core of the issue.
The termination clause and the duration discounts is a hook, let me call like that, to push for a negotiation again, opportunistically to get a discount.
Clear. Thanks. To confirm, indeed, TIM does acknowledge that at least they exercised a renewal in 2022, be it for eight years in their case, in their view.
Yeah.
Thank you.
They notified to us, yeah, and we notified to them. Yeah. Back.
Next question is from Alexander Totomanov, Green Street.
Good afternoon. Thanks for taking my question. You say the change of control agreement in 2022 resulted in a 16-year extension. Is that an undisturbed 16-year period or is that a eight year plus eight year arrangement similar to the original MSA terms? I guess maybe the last comment you made on TIM, that they recognize an eight year extension, meaning that it's an eight plus eight.
Yeah. Let me try to recap. Yes, when there is a change of control, then this triggers the clause, and this brings to an extension of the contract of two cycles of eight years for a total of 16. The change of control was triggered in August 2022. This triggers the terms to 2038.
Theoretically, one of the two anchors can then proceed in 2028 to give you two years notice, and the same type of process begins again.
With regards to the change of control, it has been triggered in twenty-
No. With regards to a cancellation of the MSA or notification of cancellation. Basically if it's an eight-year extension from 2022, it means that in 2028, theoretically, an anchor can notify you of a cancellation in 2030, and then the same three-year negotiation process begins.
I'm not sure I follow you because the 2038 is the new expiry date. Based on that, eventually, the customers will send a notification by 2036. What is the key point is that starting from 2022 plus 16 is locked until 2038.
Okay.
Termination can be.
16 years.
Yeah.
Okay. Thank you very much.
Okay. Thank you. Thank you.
Next question is from Mickael Chakar, BNP Paribas.
Hi. Thanks for taking the question. Look, I think it's clear that both sides, you and the other side, have a strong internal legal opinion where you both have entrenched views. I guess my main question is that look, it looks like this is gonna be contentious and finding that win-win scenario is hard, and the downfalls of the courts going against one side or in the case that it goes against you can be very dire. I'm just wondering, are you planning for contingencies in case it goes against you, basically looking to cut costs or slashing the dividend? Can you talk anything about that or and whether or not you think this doesn't interrupt your shareholder distribution plans?
Yeah. Thanks for the question. Allow me to disagree on your comment. I think that we have a strong legal stance, and with regards to the contingency and clearly our base case, again, we are confident of our position. We are confident that it makes sense from a legal industrial and financial point of view to continue the business partnership relationship with INWIT, and again, we will continue to aim to identify a solution to find an agreement. We have today a baseline-
Can I just clarify what you just said there?
A baseline plan.
Sorry, one sec. Can I just clarify what you just said?
Yeah.
I mean, we understand that you guys have a strong legal opinion. That is your view. From us looking in, it looks like they also think themselves having a strong
Yeah.
Legal opinion. You feel so confident in your legal opinion that you don't need to plan contingencies, and I'm assuming that means no change in your shareholder distribution policies or even leverage targets, et cetera.
Getting to that, we are confirming the dividend that is planned for 2026 in a couple of months. We have updated the dividend policy in last month. Now the dividend policy envisaged is with a fixed dividend of EUR 0.55 per share. There is no increase anymore as from the previous one, unless we will see a different and better business profile.
And then as this-
Sorry.
As this hangs over you, do you think it requires a more conservative financial, like a revised financial policy target?
No.
Do you feel like no need, even if the-
No.
You know, if people get concerned, et cetera, you know, we can go.
Yeah.
We can keep what we're doing.
Getting there in a sec. Yeah. In the current situation and with the visibility that we do have, this is the current approach. Dividend policy, as I said, our scenarios, the baseline scenarios, which we have just defined up to 2030, is a scenario where we don't have discretionary growth with the anchor tenants. We have just the committed contractualized growth. We have inflation and some other growth from smart initiatives.
Yeah.
Smart initiatives. That's a cautious view. Based on this scenario, up to 2030, leverage is within our policy and consistent with the dividend policy which I've just shared.
Understood.
Clearly we have run stress test scenarios. Clearly in a stress situation, we have levers to play both in a stress scenario. Probably we don't need material investments, so CapEx will be different. OpEx will gradually reduce lease cost, and also clearly dividend will be subject to a revision as appropriate, but mainly when appropriate. At this stage, based on the visibility that we have, we have again a baseline plan with EUR 0.55 dividend, leverage within our policy, which is between 5x and 6 x, and then clearly we will keep on monitoring this situation and updating our plans as required.
As for now, the change that we did with the baseline plan, in our view, reflects the business projection with a consistent financial and capital allocation approach.
Just to check this, the tail risk scenario that they are able to cancel their contract in the ways they have asked us, that tail risk scenario hasn't really been contingent, but it's because you feel very confident in your legal opinion that you do not need to go, you know, to plan for that. That's kind of
There is also another element to consider, which is the fact that this transition may be very long.
Gotcha.
Yeah, that's a key point also, let me say, in terms of balance of strengths between the parties, because as I said before, we think, and everybody thinks honestly that the network is not replicable. That's a key point for discussion. The way we deploy scenarios and the stress test scenarios plays in such a manner which again allow us to confirm the financial and capital allocation policy as from the baseline plan.
Gotcha. That's really helpful. Thank you.
Welcome.
Next question is from Giorgio Tavolini, Intermonte.
Hi, good afternoon, and thanks for taking my question. The first one is a general observation. I was wondering how we should reconcile your willingness to pursue a win-win solution with the fact that a lengthy legal process is now underway with Fastweb, but to be very pragmatic, does it mean you will keep a dual track process from today to reach a fast out-of-court settlement? The second clarification is always on the win-win solution, if it applies to the future infrastructure or it could also involve the terms and conditions of the current master service agreements. Just a follow-up. Among the options already discussed, you were mentioning before, was there any proposal to extend the duration of the existing MSA while keeping the residual economic value of the existing MSA unchanged? Thank you.
Yes, of course there is now a legal process, though, as I said before, a legal process can be stopped as soon as any parties would identify an agreement. We're always open for that. In terms of a negotiation and potential compromise, clearly, I'm not in the condition and I wouldn't think it's appropriate to negotiate in public. Though, let me say that, as I said several times, for sure we are focused and very open to support for future investments. We are open on the current perimeter and the current MSAs to identify value for value as approaches. We are open to discuss about the regulation of the inflation for the future.
We are keen to protect the integrity and the overall structure of the MSAs, and we are keen to create value that in a simple manner we measure as the NPV of, let me say, of the changes. Last bit on duration. Duration is clearly an element of the equation which can play its part, and there are also others. Just to recap, open to discuss about future investments at better conditions on current perimeter value for value on inflation and other terms such as duration, open to discuss and to talk and to find a solution.
Very clear. Thank you, Diego.
Welcome.
Gentlemen, there are no more questions registered at this time.
Thank you all for your time and attention on these topics on Friday afternoon. Let me close with just a leap of faith and sharing my confidence on a rational and logical behaviors from all parties to find a holistic win-win outcome, working in a constructive manner between with our anchors. Thank you, and have a nice weekend.
Ladies and gentlemen, Thank you for joining. The conference is now over. You may disconnect your telephones.