Indra Sistemas, S.A. (BME:IDR)
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M&A Announcement

Feb 3, 2025

Operator

Good morning and welcome to Indra's acquisition of Hisdesat announcement, and I'll hand the conference over to Mr. Ezequiel Nieto, Head of Investor Relations. Please go ahead.

Ezequiel Nieto
Head of Investor Relations, Indra Sistemas

Good morning and welcome to this conference call. I'm Ezequiel Nieto, Head of Investor Relations. First of all, let me refer you to the disclaimer on slide number one that shows the legal framework under which this presentation must be considered. Now let me introduce the participants of this call: , Executive ChairMarc Murtra (Verify Audio)man of Indra; José Vicente de los Mozos, our CEO; and Miguel Forteza, Chief Financial Officer. Ángel, the floor is yours.

Ángel Escribano
Proprietary Director, Indra Sistemas

Hello, good morning. Good morning, everyone, and thank you for joining us today. I am Marc Murtra(Verify Audio) Executive Chairman of Indra Group. I recently joined the company. I am honored to be present with, I believe, a milestone not just for Indra Group, but also for Spain and Europe. Today marks Startical in our journey to strengthen our leadership in the space sector and our commitment to innovation and strategic autonomy. To provide more detail on this exciting achievement, I am pleased to hand it over to José Vicente de los Mozos, who spent leadership and has been instrumental in bringing this opportunity to life.

José Vicente de los Mozos
CEO, Indra Sistemas

Thank you, Ángel, and welcome to Indra Group. I'm very convinced that with your support, we are going to accelerate our strategic plan in the future. Good morning, everybody. For me, I'm very happy today to present to you this milestone for Indra Group. As we explained in our plan Leading the Future, we have prioritized the space sector. I'm very proud to share with you today the result of our efforts to create the Indra Space NewCo. Today, we will work through three key topics. First, the strategic fit of the space domain for Indra Group. Second, understanding of Hispasat and Hisdesat, and third, the details of the transaction and financial supporting this acquisition. Let's now dive into the strategic fit of the space domain for Indra Group. If we go to slide number four, this is March 2024.

Indra Group outlines its strategic vision, identifying space as one of the seven critical growth pillars. To date, we restate our commitment with our strategic plan by communicating a milestone that is more than just a step forward. It's a cornerstone in the creation of the Indra Space NewCo and a significant advancement in our focus on defense and aerospace. This marks a transformative leap for Indra Group, scaling our ambition and positioning us firmly at the forefront of the European space industry. Slide number five, our entry into the space sector is driven by six key factors. One, secure communication and surveillance are critical for national sovereignty and private data security. Two, space is emerging as a core military domain with civil-military duality for multi-domain application. That is our case with Defense Division and Air Traffic Management Division.

Three, market benefits from tailwinds and increasing private investment, expecting long-term market growth close to 9%. Four, the space market is evolving forward, increasing space-based applications, digital services, and programs like IRIS². Five, the space market is undergoing significant disruption driven by satellite miniaturization, which is accelerating industrialization and expansion of LEO constellation. And, finally, space has large complementarity with Indra Group's civil and military businesses, such as defense, air traffic management, or mobility. These key factors underscore why Indra Group has strategically prioritized space as a core initiative, positioning us to lead in a transformative market that aligns with our strategic goal. Slide number six is important for us, maybe because our industrial background is very strong, to analyze the value chain. And the space value chain is structured into an upstream and downstream. An upstream focused on design, manufacturing, and space technology. It includes three key segments.

First, launch consists of placing satellites in orbit. This segment is not a strategic priority for us, and Indra will not be positioned. Two, satellite manufacturing, which includes the satellite platform as well as payload and flight control software. And three, ground stations that control the satellites in orbit and execute their mission. On the other hand, downstream is focused on satellite operations and services, addressing civil and military applications such as secure communication, observation, or navigation. It's the largest segment and has the highest EBITDA margin, being close to 50%. All segments are critical to Indra Space NewCo, except for launch, which remains outside our strategic focus. In slide number seven, if we focus on the upstream part, there are two key types of satellites differentiated by their orbit. First, you have GEO satellites, which are positioned much farther from Earth, more than 35,000 km away.

They are large, custom-built, and highly complex, weighing about 5,000 kilos. These are tailored to a specific mission, making them costly and non-scalable. Second, you have LEO satellites, which operate much closer to Earth, around 2,000 kilometers away. They are much smaller, weighing around 150 kilos, and are designed to function in large constellations. These LEO satellites are highly standardized, enabling mass production, with a manufacturing cost 200 times less than geosatellites. Indra Space NewCo will focus on LEO satellite manufacturing, aiming to become a global leader in this domain. Unlike geosatellites, as you can see on the right, around 80% of the LEO satellite elements can be industrialized. By standardizing elements such as avionics, inter-satellite links, embedded software, onboard computers, or its structure, Indra will externalize production and achieve industrialized manufacturing at scale.

This approach leverages Indra's industrial expertise to address the growing demand for miniaturized satellites and position us at the forefront of future satellite technology. Slide number eight. Further, the space sector perfectly complements Indra Group's core businesses across many applications. As a result, we are going to be able to start synergy from Indra's current business in cyber, air traffic management and mobility, and military defense. In defense, satellite technology allows secure communication, real-time surveillance, navigation, and early warning systems, supporting critical applications like multi-domain combat cloud or border surveillance. In air traffic management, satellite-based communication, navigation, and surveillance solutions ensure seamless and safe airplane operations, improving safety in global airspace. Strategic initiative co-led by Indra is designed to deliver these services, representing a clear example of the significant potential to create synergy with Indra Space NewCo.

Finally, in mobility, satellite connectivity enables IoT and AI-driven satellite solutions like rail connectivity, autonomous vehicle operation, or infrastructure surveillance, redefining how we monitor and manage fleet and mobility systems. This substantial synergy puts Indra in a good position to unlock new opportunities within Indra Space NewCo while reinforcing our core business presence across multi-domain cyber and military applications. If we go to slide number nine, I remember our Indra Group space vision. It's very clear and is centered in three pillars. First, we want to become a tier-one European reference with a global footprint and leadership in main European programs. I think with this acquisition, we can be at the same level as other European players. Second, delivering end-to-end capability along the value chain with increasing focus on MEO and LEO initiatives. We will be the most integrated European company.

And third, offering a dual civil and military offering for satellite secure communication, observation, and navigation. Slide number ten. Our timeline reflects Indra's commitment to leading the future strategy. Since our communication on Indra Group's leading the future strategy plan, this is March 2024, we have aggregated our internal space capabilities. In 2024, we launched the creation of Indra Space NewCo, incorporating Deimos to complement Indra for our NewCo upstream capability. As all of you may be waiting to hear, we are very excited to announce today that we have reached an agreement to acquire a consolidating stake in Hispasat and Hisdesat. These acquisitions in the cornerstone for our space NewCo are a definite move forward, achieving our 2030 ambition of reaching more than EUR 1 billion of revenue and becoming a tier-one European reference with a global footprint.

We strongly believe that with these acquisitions, we have the necessary foundation to achieve this ambition. In slide number 11, the acquisition of Hispasat and Hisdesat will now ensure our integrated positioning across the value chain to deliver end-to-end space mission, becoming a unique player in Europe. In upstream, Deimos and Indra will enable the NewCo to lead in satellite design and manufacturing for LEO satellite and ground segment initiative. As mentioned earlier, Indra's core focus will now include launch and GEO manufacturing. In downstream, Hispasat will boost our cyber secure communication services, and Hisdesat will allow providing military communication and surveillance services. This integration ensures a unique scalable approach to address the end-to-end initiative the market needs. In slide number 12, you can see how Indra Space can become one of the key players in the European space sector.

Unlike key European manufacturers that focus on tailor-made high-cost geosatellites, we will focus our upstream effort on LEO manufacturing and ground segment. Our downstream effort will not only be focused on cyber services, as is the case for other European operators, but also on the military sector, which will represent a significant part of Indra Space NewCo revenue and strategic focus. We will count on advanced services. Our ultimate goal is to deliver end-to-end capabilities with our manufacturing focus strictly on LEO satellites. Like the leading company from the United States, we aim to control the value chain and execute full LEO mission while staying out of the launch segment. This integrated expertise gives us a unique position to unlock the full potential of the European space market.

By 2030, you can see in slide 13, Indra Space aims for a balanced revenue mix with 63% from the institutional sector and 37% from private sector opportunities. This strategic position has to lead in the European and Spanish space sector while capitalizing on growing private investment. In this context, and based on the zero-return principle, we aim to capture more than 60% of Spanish institutional investment. Our space ambition is very clear with two key institutional objectives. First, we want to increase our presence in key markets, sorry, in key programs to become European tier-one. We are already positioned in major initiatives like IRIS², Galileo, EGNOS, or Copernicus, and we have the ambition to expand into key upcoming opportunities such as space surveillance, navigation, or next-generation air observation programs. Second, we want to become a Spanish space national leader in space.

Indra Space will already lead critical programs like SpainSat NG or Paz and aims to drive the incoming strategic national program that ensures national sovereignty, such as Signal Intelligence or SEOSAT for optical air observation. They will follow us in the coming years on the institutional front. Spanish institutional investment for national and European programs is expected to triple to EUR 1.5 billion by 2030. Indra Space aspires to secure more than 60% of this investment, ensuring national leadership and growth. Finally, on the private front, Indra Space will continue expanding its customer base. We will leverage our strong presence in Indra Group's three home markets to accelerate expansion in high-potential regions like the Middle East or Latin America. We have provided a clear explanation of how we envision Indra Space and our ambition for the coming years.

Now, we'd like to shift focus to Hispasat and Hisdesat, exploring their key attributes and how they align with Indra's strategic vision. We will analyze. Hispasat and Hisdesat are integral to Indra Space's strategy for growth in the cyber and military downstream market. Hispasat is a leading satellite operator, ranking third in Europe and fourth in Latin America by revenue. It operates 10 civil-focused satellites, generating EUR 250 million in revenue in 2023 and 50% EBITDA margin. Hispasat's business has three main areas. The first one is infrastructure, where it leases satellite capacity to third parties for satellite communication. The second is providing satellite connectivity service for end users in applications like mobility or enterprise networks. And third, as you may be aware, Hispasat will play a critical role in IRIS², Europe's largest space program for secure communication.

As co-leader of the consortium, Hispasat will lead the program development and leverage its MEO/LEO constellation to provide connectivity services. Now, let's move on to Hisdesat, a unique player in Europe focused on military satellite services. With three military satellites in operation, it achieved close to EUR 50 million in revenue in 2023, delivering an impressive 60% EBITDA margin. Hisdesat primarily serves government and military clients, providing secure and critical communication and satellite-based surveillance services. We will delve into this asset in the coming slides, but as you can see, Hispasat and Hisdesat's position. Indra Space is a downstream leader for civil and military applications globally. Furthermore, together, they hold a EUR 2 billion secure backlog of 2023, ensuring a strong foundation for future growth. Go to slide number 16. If we look back to 2019, Hispasat and Hisdesat were very different from what they are becoming today.

Their evolution is key to Indra Space's leadership in the downstream civil and military satellite market. Starting with Hispasat, it began as a video broadcasting company relying on geo FSS infrastructure. By 2024, it has been transitioned to high-tech HTS infrastructure and, after acquiring Axess in 2022, launched a new business line for value-add services. By 2030, Hispasat will further upgrade its geo HTS infrastructure, shifting to next-generation end-to-end services for high-growth applications and becoming a multi-orbit operator with IRIS², integrating LEO and MEO capabilities. As you can see, it's a big transformation that, at this moment, Hispasat is in course. About Hisdesat, also, they have made a significant transformation, evolving from traditional military operations to managing some of the world's most advanced military satellites. The recent launch last week of SpainSat NG-1 highlights Hispasat and Hisdesat's evolution, leveraging cutting-edge infrastructure.

By 2024, 35% of revenue will come from GEO HTS, rising to 85% by 2030. Hisdesat will continue to expand its capabilities and develop new programs to meet the evolving needs of the government and defense sector. Let's now deep dive into how this evolution translates into the revenue share. We go to slide 17. Hispasat and Hisdesat's revenue evolution reflects a shift toward next-generation high-value satellite services. Let me outline the key points. First, infrastructure remains highly relevant with advanced GEO HTS capability expanding, while IRIS² will become a key pillar of our downstream business, contributing nearly 20% of revenue by 2030, integrating LEO and MEO capabilities for multi-orbit operations. Second, video, which accounted for 50% of revenue in 2019, has already dropped to 20% by 2024 and will become negligible by 2030.

Third, services currently represent close to 20% of revenue and will significantly reduce if shared by 2030, but will largely grow, evolving into a cutting-edge solution integrating AI and digital technology for enterprise broadband, backhaul, and mobility applications. And fourth, government and military revenue will increase from 20% in 2024 to 20% by 2030, supported by SpainSat NG-1 and 2 programs that will be launched in the following months, reinforcing Indra Space's strong military focus. As you can understand, this transition is well underway, with most of the groundwork already laid. No large additional investment should be required to finalize this vision, as we will outline on the next slide. In slide number 18, you can understand that Hispasat and Hisdesat are fully committed to advancing their infrastructure and their satellite capability. Their 2025-2030 CapEx plan reflects this vision, with a pipeline of new deployments.

In GEO, there is continued investment in HTS satellites, with Amazonas Nexus already in orbit and two additional launches planned for 2028 and 2029. On the military side, SpainSat NG-1 recently launched, and SpainSat NG-2 is set to launch later this year, as I told you before, placing Hisdesat and Spain at the forefront of military secure communications. And that is very important inside also of NATO strategy. In MEO and LEO, the IRIS² program will drive next-generation satellite operations, deploying two non-GEO satellites between 2026 and 2030. Meanwhile, in Hisdesat, Earth observation will remain a key priority, with Paz-1 in orbit since 2018 set to be replaced by Paz-2.

This CapEx plan, focused on high-value assets, will undergo groundwork already in place, a CapEx investment from Indra Space for which we have full visibility and thus ensure an aggregated positive free cash flow in the 2025-2026 period and until 2030. In slide 19, now, let us take a closer look at IRIS², a critical European program designed to strengthen Europe's strategic autonomy in space by providing secure communications. IRIS² is a key program in Europe, representing one of the four flagship European space programs. Alongside Galileo and EGNOS for navigation, Copernicus for Earth observation, and SSA for space surveillance, Hispasat will co-lead, alongside Hisdesat and SES, the SpaceRISE Consortium. Within the consortium, Hispasat will assume two key roles. First, Hispasat will have the prime role for two critical components of the program: the ground segment and the low Earth orbit constellation.

Both programs are strongly aligned and can be complemented by Indra Space's aeronautic expertise. And second, Hispasat will leverage the LEO/MEO constellation to provide secure communication across its core geographies globally. From an investment standpoint, IRIS² is a program estimated at EUR 10,000 million, with 60% funded by the European Commission. Within this framework, Hispasat plans to allocate EUR 400 million in Capex between 2025 and 2030. Move to slide number 20. Now, we'll focus on Hisdesat. Sorry, Ezequiel. Hisdesat is a unique military player in secure satellite communication and surveillance to three key reasons. First, Hisdesat is the only European public-private military operator, setting it apart in a sector where all other players are government-owned. This position makes Indra Space offer unique opportunities by providing military satellite communication and observation services.

Second, Hisdesat owns the most advanced military satellite fleet in the world, featuring the Spainsat NG-1 and NG-2 GEO HTS satellites and the Paz-1 LEO radar observation satellite. Third, Hisdesat's coverage is global, as shown on the map. Hisdesat supports allied nations and NATO with intelligence and mission-critical operations, reinforcing strategic autonomy and security. In slide number 21, I want to explain now the assets in detail. Let's now look at the significant value creation potential Hispasat and Hisdesat bring to Indra Space and Indra Group. This integration unlocks major synergies through operational efficiencies and new revenue opportunities. On the operational side, leveraging Indra Space's end-to-end capability enables the internationalization of astronaut services within Indra and SES, for example, before the ground segment was hired by third parties, such as control of mission software or antennas. Now, for some areas, Hispasat will prioritize Indra Space.

Additionally, structural efficiencies can be achieved by streamlining operations between Hispasat, Hisdesat, and Indra Space. On the revenue side, Indra Space will unlock new end-to-end opportunities and expand Hispasat and Hisdesat's commercial reach. This includes capturing initiatives as Spain's leading space player or contributing to IRIS², LEO, and ground segment programs. Additionally, the integration enables cross-selling potential within Indra Group's portfolio and geographic expansion by leveraging Indra Group's home markets. This synergy is substantial and is projected to generate at least EUR 20-30 million EBITDA by 2026 and grow to EUR 50-70 million by 2030, making a major step forward in Indra Space's strategy. We now transition to the final section of the document, the transition, term, and financial.

I would like to pass my word to Miguel Forteza, CFO of Indra Group, who will outline the financial rationale behind the acquisition and how it aligns with Indra's strategic goal and shareholder value. Miguel, the floor is you. Thank you, José Vicente. I will start providing the detail on the key terms of the Hispasat and Hisdesat acquisition. In terms of scope, Indra will acquire a majority and consolidate its stake in both Hispasat and Hisdesat on an agreed transaction equity value of EUR 725 million. The implied transaction multiple of 6.9 times EV/EBITDA 2024 or 5.2 times EV/EBITDA 2024, including EUR 250 million net present value of synergies, and 3.9 times EV/EBITDA 2026, including EBITDA growth and synergies.

The transaction considers the consolidation of Hispasat's net debt of EUR 157 million that would be fully compensated by Hisdesat's net cash position, thus not bringing net debt to Indra Group apart from the acquisition loan that will be used for the transaction. Additionally, this is a value-creating transaction for Indra Group by being EPS accretive in 2026. The acquisition is financed, and Indra has secured financing for a total of EUR 700 million, with the remaining amount to be covered from existing cash balance. I'm also proud to announce that we stick with the Leading the Future guidance commitment to all financial targets, including the less than one times net debt to EBITDA in 2026 and not surpassing two times net debt to EBITDA, achieving our net debt to EBITDA target without the need for divestments.

Finally, we expect the closing date is in Q4 2025, subject to the expected regulatory and antitrust conditions and to a specific condition precedent of Hisdesat's consolidation by Indra. Let's take now a closer look at the implied transaction multiples. The EV/EBITDA multiple starts at 6.9 times in 2024, considering three key factors. First, it excludes synergies. Second, it includes the attributable IRIS² enterprise value, but the 2024 EBITDA does not yet reflect its impact. And third, it does not incorporate the significant EBITDA growth expected in the coming years. If we factor in the projected synergies, the multiple improves to 5.2 times in 2024. Finally, when accounting for Hispasat and Hisdesat's strong EBITDA growth, expected to exceed a 16% CAGR from 2024 to 2026, and factoring in synergies, the multiple further declines to 3.9 times by 2026.

This demonstrates the competitive valuation of the transaction and its transformative long-term potential, driven by the growth of Hispasat and Hisdesat and the increasing impact of synergies. Now, I will hand over to José Vicente, who will provide more details on the 2026 projected financials for the acquired assets. Thank you, Miguel. Well, I want to reaffirm our full commitment from the chairman and myself to achieving Indra Leading the Future guidance for 2026. In fact, Hispasat and Hisdesat will play a key role in reaching this ambition. By 2026, Hispasat and Hisdesat are expected to make a significant contribution to our financial goal, generating 400 million EUR in revenue, translating into 190 million EUR in EBITDA with a 40% plus margin, and 50 million EUR in EBIT with a 12% more than 12% margin. Additionally, free cash flow will be positive in both 2025 and 2026.

This growth aligns with Indra Group's 2026 guidance, which is a recommended target, plus EUR 6 billion in revenue, plus EUR 750 million in EBITDA with the 12% margin, EUR 600 million in EBIT with 10% margin, EUR 900 million in cumulative free cash flow from 2024 to 2026, and minus 1x net debt to EBITDA 2026, and not surpassing 2x net debt to EBITDA, which we can achieve with no disinvestment. Finally, Indra Space's 2025 projected financials will be shared in the results presentation at the end of February. In conclusion, and before to give the floor to the chairman, we are bringing today a transformational leap for Indra Group. First, the space domain fit. With this move, Indra solidifies its position as one of the key European actors, fully integrating across the value chain. The dual civil-military focus ensures leadership in secure communication, observation, and navigation.

Second, Hispasat and Hisdesat's potential for value creation. The synergies unlocked across Indra Space's new core and Indra's portfolio will drive significant opportunities to grow and value creation. Finally, Hispasat and Hisdesat's acquisition is EPS-accretive by 2026 and contributes meaningfully to achieving all targets set in our Leading the Future guidance. Hispasat and Hisdesat. They're more than just an acquisition. It's a bold step forward, propelling Indra Group to the forefront of the European space sector. With this plan, Indra secures its long-term position in Spain, achieving a strategic objective without the need for further major acquisitions. On the sixth March 2024, we presented Leading the Future. Nine months later, we have implemented different decisions. We have taken a majority in TESS. We have created the JBA with HPS, and today we have explained to you our Indra Space division. Leading the Future is not only a plan.

Leading the Future also will be an implemented plan that you can see. Now, I give the floor to Chairman Ángel Escribano.

Ángel Escribano
Proprietary Director, Indra Sistemas

Okay, thank you for your attention. We now welcome any questions you may have.

Operator

Thank you. Thank you. Ladies and gentlemen, the Q&A session starts now. If you wish to ask the question, please press a star followed by five on your telephone keypad. Once again, it's a star five to ask your question. Our first question comes from the line of Michael Briest from UBS. Please go ahead.

Michael Briest
senior equity research analyst, UBS

Good morning and congratulations on the deal. I didn't see a press release for the Hispasat acquisition. If you're saying it's 6.9 times EV/EBITDA, that implies an EV of just over EUR 1 billion. Can you say who you're buying Hispasat from and also explain the net debt situation?

Are you going to be consolidating the EUR 157 million, or is the cash on Hispasat? It's still not clear to me. And just on CapEx, can you explain the EUR 400 million over the next five years and the fact that the government will pay 60% of that? Does that mean it's going to be paid back, or that you'll pay 40% of EUR 400 million? Thank you.

José Vicente de los Mozos
CEO, Indra Sistemas

Yes, thank you. Thank you, Michael. Let me just give you some color first on the multiple of 6.9 times 2024. Well, we've been using a DCF valuation methodology here based on the business plan considered the consolidation of Hispasat and following the sum of the parts method. Considering Hispasat, it is two and Hispasat, resulting in a blended multiple of 6.9 times EV/EBITDA 24. But it's quite important to highlight some points here. So no synergies are considered within this valuation methodology.

Second, the valuation incorporates the value attributed to IRIS², but it does not include IRIS² EBITDA, as it's not expected to generate any in 2024. IRIS² is projected to start generating EBITDA from 2026 onwards. Third, also this 2024 multiple does not reflect the significant EBITDA growth expected in the coming years. To give you a sense on this expected growth, we foresee aggregated EBITDA to grow from EUR 155 million back in 2023 to more than EUR 190 million in 2026. Then just to make it clear on the debt, the consolidation of Hispasat net debt, we are going to consolidate EUR 157 million as debt by Hispasat, but this will be fully compensated by the net cash position in Hispasat. So again, we are not bringing net debt to Indra Group apart from the EUR 700 million euros considered to finance this transaction.

Michael Briest
senior equity research analyst, UBS

Okay, thank you.

I think this is a very important point because the debt will be compensated by the cash from Hispasat. Okay? That is no additional debt. That's for us, it's very important. About the CapEx, IRIS². IRIS² is 10,000 million euros program. That 60% is supported by the European Commission. That Hispasat has planned to invest CapEx for EUR 400 million from 2025 to 2030, and that is integrated in our analysis. Thank you, Michael. Just to how much you're paying for Hispasat and who you're buying it from. It's EUR 50 million of revenues and EUR 30 million of EBITDA in 2023. Who are you buying it from and what are you paying for it? We've only seen the press release on Hispasat.

José Vicente de los Mozos
CEO, Indra Sistemas

Yes, Michael, just to bear in mind that Hispasat holds 43% of Hispasat, and now we already have a 7% position also in Hispasat, so it will give us at least 50% of the voting rights in Hispasat. And it's a condition precedent also to consolidate this Hispasat position within Indra. This is very important because Hispasat is a suspensive condition in this acquisition to buy Hispasat. That we need to consolidate Hispasat. And that we will give more detail when we'll present the result at the end of the month.

Michael Briest
senior equity research analyst, UBS

Okay, thank you.

Operator

And this question comes from the line of Nicolas David from ODDO BHF. Please go ahead.

Nicolas David
equity research analyst, ODDO BHF SCA,

Yes, good morning. Thank you for taking my question. I would like to discuss a little bit about governance here as it's an important topic given that the SEPI is involved on both sides of the transaction.

Can you have the confirmation that the SEPI members didn't part of the vote at the board meeting last week? And also, could we be certain that there was at least 50% independent director at this board meeting vote? And also, is the SEPI planning not to take part of the vote during the AGM? And could you confirm that you only need 50% of approval from shareholders for this vote and not 66%? And also, regarding governance, do you plan to publish a fairness opinion on valuation of Hispasat carried out by the independent expert before the general meeting to make sure that, as SEPI is both on both sides, minority shareholders can be comfortable with the valuation, which has been confirmed with Hispasat? And the last point is more on the financial side. Could you give us the amounts of lease liabilities on Hispasat and Hispasat balance sheet?

Also, the level of EBITDA after lease, both for either Hispasat, Hispasat, or both? Thank you.

José Vicente de los Mozos
CEO, Indra Sistemas

Thank you. Well, you know, I have participated very strongly in this discussion from the beginning. And for us, CP is one shareholder more, okay? That we have respect all the rule around about this project at the same level as other shareholders. That's no additional information. That I have been very comfortable in the board about this process, and CP has been out of the discussion in Indra. Okay? I don't know in Redeia, but I can confirm that in Indra, in the discussion, CP has not been participating in the board. And of course, in the transaction, okay, CP can participate on both in the shareholder meeting. Okay? But frankly, I don't feel any surprise about this. Okay?

That's for us. I understand the sensitivity of this operation, but we have to respect all the governance rules that ESG-certified company that we are. About the fairness opinion, also we have worked with them in different banks. About liability, all detailed finance will explain when we'll explain the result at the end of February, 27th February or 28th. All right, thank you. But do you have an estimation of the EBITDA after lease, maybe? When you mentioned 190, what would be the equivalent at EBITDA after lease? Sorry, we prefer because we'll explain all the detail at the end of the month when we present the result. Okay? Because that you can understand, we need to understand in detail all the elements. That we prefer to give the right answer at the end of the month.

Michael Briest
senior equity research analyst, UBS

All right. Thank you and good luck for the finalization of the deal.

Operator

And this question comes from the line of Carlos Iranzo from Bank of America. Please go ahead.

Carlos Iranzo
equity research analyst, Bank of America Securities

Hello guys, good morning and thanks for taking my questions. I actually have two, if I may, following on Michael's questions earlier. I just want to come back to the new Hispasat shareholder structure. Just to be clear, is any of the current shareholders selling or are you actually just going to consolidate Hispasat only 50% as the first one?

Michael Briest
senior equity research analyst, UBS

Okay, thank you for the question. We are working on this. I explained before it's a suspensive point in the contract about the consolidation of Hispasat. Please wait some days and you will see, as we'll see the new Hispasat structure. But today, I cannot give more detail. But for us, it's a red point, the consolidation of Hispasat in this operation.

Carlos Iranzo
equity research analyst, Bank of America Securities

Okay, okay, understood.

And then on the CapEx of Hispasat, can you please share a view on the replacement CapEx of Hispasat and what will be the CapEx line through 2030? Just basically, the EUR 400 million of CapEx, is this just CapEx associated to the IRIS² project and then we're going to have additional CapEx on top of that? Thank you.

Michael Briest
senior equity research analyst, UBS

Thank you, Carlos. First, let me start by explaining that this CapEx plan is focused on high-value assets. So built on the groundwork already in place. A CapEx investment from Indra Space for which we have full visibility as we already stated and that ensures, and this is very important, an aggregated positive free cash flow in the 2026 period. But even more importantly, from 2026 to 2030, accumulating aggregated positive free cash flow.

On top of that, the existing fleet will need to be replaced as current satellites reach the end of the useful life. And Hispasat and Hisdesat are fully committed to advance in their infrastructure and satellite capabilities. So in GEO, there's continued investments in HTS satellites. Amazonas Nexus is already in orbit and planning two additional launches in 2028 and 2029. On the military side, Spainsat NG-1 recently launched and Spainsat NG-2 is set to be launched later this year. In MEO and LEO, IRIS² program will drive next generation satellite operations, deploying 290 satellites between 2026 and 2030. And this, as you said, will require a Capex investment of EUR 400 million to be deployed over five years.

Okay? You can see this company is very well managed from a financial point of view.

That I have been one of the most positive points that I don't have doubt. We have integrated all the CapEx. You know, maybe because I came from car industry, cash flow for us is very important. We have made this analysis and we can take this commitment that in spite of this EUR 400 million CapEx or free cash flow will be positive, that we have taken commitment.

Carlos Iranzo
equity research analyst, Bank of America Securities

Understood, thank you .

Operator

And this question comes from the line of Carlos Treviño from Banco Santander. Please go ahead.

Carlos Treviño
Equity Analyst, Banco Santander SA

Yes, good morning. Thanks for taking my questions. Three, if I may. First one, could you elaborate on the synergies and EUR 20-30 million euros you are expecting by 2026? Which part of those will be coming from revenues, which part from cost, and also if these synergies should mean any kind of restructuring cost moving forward?

My second question will be, well, you are targeting EUR 400 million in revenues by 2026 from Hispasat. Considering your organic contribution from the space business and the famous acquisitions, total revenues will be at around EUR 500 million or perhaps a bit below this level. But you are still targeting EUR 1 billion in revenues by 2030. My question is, do you expect to reach this organically or should we expect any further acquisitions in the space arena? And my third question is regarding, well, a bit lateral to Hispasat, but is regarding Minsait in this acquisition. I assume not, but I would like to have your confirmation. Could you say anything on your strategy on Minsait? The disposal of Minsait payments continues to be open, and do you expect any news in the short term there?

And also about the possibility to find a partner for the remaining of Minsait.

José Vicente de los Mozos
CEO, Indra Sistemas

Thank you for the question, because many questions in the same question about synergy. For example, if you take a LEO satellite, I explain to you, around 50%-60% in the satellite can be standardized, okay? Because in the satellite, you can have the satellite and also the payload, the radar that you know we are very relevant worldwide. You have the cameras and you have the antenna or also the. We develop business on this. We think between civil and military, we can standardize in manufacturing satellites between 50%-60% of satellites. Okay? Of course, the payload will be different. It depends on civil and military, but frankly, some elements can be standard. And for us, it's very important. I give you an example.

For example, in the tactical, we can manufacture around 250 satellites. And IRIS² is 290. You can see the potential synergy that we can develop. So about the revenues, I think the main asset or the new core are done. But we don't stop because we'll look at all the potential market opportunities to be integrated in the Indra Space. Okay? But today, with the four companies, we can have more than EUR 1 billion in revenue in 2030. Okay? Because we have a study standalone and together. And today, I can confirm to you with the four companies, we can have the revenue more than EUR 1 billion in 2030 in a very conservative way. Okay? About Minsait. Well, we are looking for a partner in Minsait. Okay? And we are going to find a partner and to discuss the right moment and the right price. Okay?

Because for us, Minsait is a good asset. Okay? You will see in the results, we continue to improve the efficiency because we understand when we analyze with benchmarking with other competitors, we have potential. We are increasing the digital solution for our customers, and we'll explain in detail and with Luis Abril all the detail that the performance in 2024 from Minsait will be better than 2023 and 2025 will be better than 2024. Okay? That's number one, and number two, we are continuing to look at a partner, but we are going to discuss a partner at the right price. Okay? Because we have a clear strategy, we have clear assets. I think the most important is nine months ago, we explained the plan. Nine months later, we have discussed about acquisition and clear steps forward until the consolidation or Leading the Future. Thank you.

Carlos Treviño
Equity Analyst, Banco Santander SA

Just as a quick follow-up, are you considering any kind of restructuring costs for the synergies?

José Vicente de los Mozos
CEO, Indra Sistemas

No. For the moment, we don't see this at the positive. I think we have in some kind of difficulty to integrate more people. Okay? We are growing at double digit. I think that will be continued. That today is not expected for us, the restructuring.

Carlos Treviño
Equity Analyst, Banco Santander SA

Thank you.

Operator

And this question comes from the line of Juan Cánovas from Atlanta Equities. Please go ahead.

Juan Cánovas
senior equity research analyst, Alantra Equities Sociedad de Valores SA

Hi, good morning. I've got a couple of questions. First, on the European funding for the space programs, can you explain the CapEx mechanics? Are there any cash advancements before you undertake work? Is that a negative working capital business? And second, on the backlog, you mentioned EUR 2 billion backlog. Can you tell us about the distribution of this backlog over time? Thank you.

José Vicente de los Mozos
CEO, Indra Sistemas

About European space, it's the same mechanism that the defense programs at the moment. Okay? About the backlog, Miguel, could you explain.

Michael Briest
senior equity research analyst, UBS

Just to give you some sense of big numbers, the backlog could be split of around EUR 750 million in Hispasat and around EUR 1.2 billion in Hispasat. That's main big numbers.

Juan Cánovas
senior equity research analyst, Alantra Equities Sociedad de Valores SA

Sorry, a follow-up. Can you give us your share in the IRIS² program? What's your shareholding in that program? Thank you.

No, I think IRIS² is just defined. I think maybe in the following weeks, we can give you more detail because we need to discuss deeply with the other shareholders to understand well how we share activity of IRIS² project. Today is a little early that I prefer not to give some assumption. I prefer to discuss when we'll study with the other partners and the European authorities.

Michael Briest
senior equity research analyst, UBS

Okay, but you are a member of a consortium which has won IRIS², so you already have a shareholding in that consortium, right?

José Vicente de los Mozos
CEO, Indra Sistemas

Yes. Yes. We are part of the consortium. But I don't know the details that I prefer to discuss with the other partners before to explain. That's maybe at the end of the month; we can give more details.

Juan Cánovas
senior equity research analyst, Alantra Equities Sociedad de Valores SA

Okay, thank you.

Operator

And this question comes from the line of Laurent Daure from Kepler. Please go ahead.

Laurent, your line is open. Please go ahead.

Laurent Daure
senior equity research analyst, Kepler Cheuvreux,

Yes, good morning. Yes, three questions on my mind. The first one is on the growth rate. You are alluding to 9% growth till 2026. So first thing is, is this growth coming from one or two programs that are ramping up? Is it just more all around the group?

And also post-2026, shall we expect some programs to ramp up and your growth to accelerate from there? So that's the first one. Second one is easy. It's just on the financing. Could you share with us the cost of debt, the financing conditions? And my third question is, I'd like to come back on Nicolas David's points. I'm a bit lost. You're alluding to EUR 80 million of Capex a year. And then we have a EUR 140 million difference between the EBITDA and the EBIT. So if you could share, could help us understanding the difference EBITDA to EBIT and the Capex you are alluding to. Thank you so much.

José Vicente de los Mozos
CEO, Indra Sistemas

About the programs, give us some weeks. Maybe at the end of the month, we can explain more in detail the different programs in detail in the following years. About the numbers, Miguel, please.

Michael Briest
senior equity research analyst, UBS

Yeah, regarding how we're going to finance the main terms, the one-on-one conditions and the financing. As you know, we have secured the financing of the transaction with bank debt at a very, very competitive rate, which is below our current 4.3% for our gross debt as per our last results of nine months 2024, with an average maturity of 3.5 years. Regarding the EBITDA, as we have already conveyed, we expect the EBITDA of 2026 of EUR 190 million and EBIT of EUR 50 million. This is basically driven by Hisdesat, which will grow very fast, but also with IRIS², okay, that will also grow very rapidly and will contribute to the EBITDA significantly from 2026 onwards. Sorry, I was more interested in the gap between the EBITDA and the EBIT, between the depreciation, the lease, or I don't know anything else.

The 140 difference, how to go from 190 expectation to 50 in EBIT, that would be useful for us, I think. As you know, this is a CapEx-intensive business in satellites, which suffers depreciation, amortization, which is, as you can imagine, significant.

Laurent Daure
senior equity research analyst, Kepler Cheuvreux,

Okay, thank you.

Operator

And this question comes from the line of Tritika Agarwal from Goldman Sachs. Please go ahead.

Teshika Agarwal
Senior Analyst, Goldman Sachs

Hi, good morning, everyone. Thanks for taking my question. Just speaking a little bit more clarity on the transaction structure. So it says that 725 million EUR is to be paid for the majority stake. So far, what we understand is that 725 million is for that roughly 90% stake in Hispasat. And along with that, whatever ownership of Hispasat will be there, that will come over to Indra. Is that understanding correct?

And overall, 2026, or this is the second question, 2026, you've given the rough indication of the free cash flow being positive in 2025 and 2026. Over and above the CapEx, especially when it comes to conversion from EBITDA to the operating cash flow, is there anything to be kept in mind in terms of the working capital movement here?

José Vicente de los Mozos
CEO, Indra Sistemas

Sorry, the sound is not good, but if I understand well, yeah. The transaction is Hispasat plus the control of Hispasat. That's a suspensive condition. That is the 725 million EUR. Okay? That's both. It's the 89% of Hispasat plus including the part of Hispasat in Hispasat and to take the control of Hispasat. And that will be explained in the following days, week, before the end of the month. About the free cash flow, we have explained.

We have integrated the CapEx, and we have taken commitment of free cash flow positive, and we'll give more detail at the end of the month when we'll explain the results. Okay. Thank you very much. As you know, we continue to work in Leading the Future. Nine months ago was a plan. Today, you can see the key acquisitions are contributing to develop Indra. Today, we have discussed about Indra Space. I think at the end of the month, you will see the result of 2024 and also where we are after one year of the plan.

Ezequiel Nieto
Head of Investor Relations, Indra Sistemas

Okay, thank you for your question, and thank you for your time. Thank you.

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