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M&A Announcement

Apr 19, 2024

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you for joining this quick update investor call on the Bharti transaction. I will take you through the details of the transaction and how it impacts Dialog, and then we'll be available for Q&A. As you recall, last year in May 2023, we announced the fact that we entered into a binding term sheet with Bharti, and this transaction is to acquire 100% shares of Bharti Airtel Lanka, subject to obtaining relevant approval from the Colombo Stock Exchange, the Board of Investment of Sri Lanka for Amalgamation, Central Bank of Sri Lanka, and finally the shareholders of Dialog Axiata. We have already obtained the regulatory approval for the transaction from the Telecommunications Regulatory Commission of Sri Lanka.

Pursuant to this transaction, Airtel will become. Airtel India will become shareholder of Dialog, and the process would be the first would be the Airtel becoming a subsidiary of Dialog Axiata Group, and then as per Companies Act, we will file for amalgamation of the two entities. The Airtel entity will disappear, and then we will absorb all the assets and liabilities of Bharti Airtel Lanka under Dialog, and the remaining entity would be Dialog Axiata. The key valuation drivers were relative revenue contribution, the investment and synergies that we are deriving from the transaction, as well as the spectrum, radio assets that Bharti was to bring to Dialog. Using these three parameters, we have derived the valuation, which translates to 10.355% of the equity post-issuance of shares to Bharti.

Bharti will be also allowed to bring in proportionate net debt and working capital to Dialog, and the rest of the debt they have will be settled prior to the transaction closing. Next slide. The left side shows you the pre-acquisition shareholder composition. It's largely Axiata and public shareholders, and then we will have the existing shareholders getting diluted by 10.355%.

So, straight away .

If I can request everyone to mute your mics. Thank you. Airtel will come in as 10.355% as the second largest shareholder. Axiata will get diluted to 73.75%, and the public will be holding the rest of the shares. We expect to get the transaction completed in Q2-Q3 with the incoming AGM for the last financial year. We expect to table this resolution also for shareholder approval post the AGM as a special EGM. Airtel will also get one board seat in the Dialog Board representing their shareholding. Next slide. So overall, the key drivers for this consolidation, Axiata has been driving consolidation across their markets. Prior to that, we have done a very successful consolidation in Bangladesh with Airtel Bangladesh and Robi Axiata, and then delivered very strong performance post-consolidation.

In Sri Lanka, we consolidated with Suntel, the fixed-line operator in 2012, and that gave the platform to accelerate our fixed business and drive convergence to become the leader in overall telecommunications market in Sri Lanka. So Dialog has executed these prior projects and consolidations very successfully, and Axiata also has done previous consolidations in market consolidations quite well. In this backdrop, the key drivers were consumer challenges, cost escalations, and diminishing investment returns, especially as we go into the broadband era. It's important to consolidate the spectrum assets to deliver better returns and better experience. So these are the three driving factors that made the consolidation as a key requirement to improve returns to all stakeholders. Next slide. So we have a very fragmented industry structure.

While the regional markets were consolidating over the last five to 10 years, Sri Lanka's mobile market has seen only one consolidation, where Etisalat was combined with Hutch in 2018, 2019. And now we have a four-player market, but in it, it's still the number of subs per operator, if you see on the top left, is still very high compared to the population in the country. And this is also seen by the network speed, because more operators, fragmented spectrum means lesser resources for everyone, and that translates to lesser quality of service for our customers. And then Sri Lanka ranks on the lowest in the region, in terms of internet speeds. The network spectrum resource inefficiency, unavailability and fragmentation also makes it really challenging to improve the experience and improve the CapEx efficiency.

The Sri Lanka, as per GSMA indices, again, Sri Lanka ranks lower because of this fragmented industry structure. In terms of spectrum, we are ranked on 32 out of 170. Network performance, again, direct translation of that, 147 out of 170. Network coverage is decent, and other enabling network elements are also decent. But the larger number of players, disproportionate number of players, is driving sub-spectrum fragmentation, which results in poor network experience. And then, the macro challenges have also added to this challenge of declining profitability. Investment intensity has been also going up. So overall, it was an unhealthy industry structure that we wanted to correct to make sure that the long term is more sustainable. Next slide. So what we are looking at is through this consolidation to deliver benefits to all stakeholders, customers, to the industry, as well as to the nation.

Improving quality of service experience by bringing spectrum together, we have more capacity that we can deliver. Having more low-band bandwidth spectrum will help to provide better indoor coverage, especially to our rural and semi-urban customers. And this gives a platform for innovation and introduction of new products, especially in the 5G era. In terms of industry benefits, it will reduce the infrastructure footprint. We are looking at Airtel has a footprint of about 2,500 sites. We are looking at bringing that down and taking out about 1,000+ duplicated sites. They are already in about 600+ Dialog sites that also can get eliminated. So effectively, we are looking at about additional 500-1,000 sites, which will be the addition to the Dialog footprint through this merger.

In terms of future investment capacity, the scale gives a lot of synergies to Dialog to improve the investment efficiencies and improve our investment capacity. It'll help the overall ecosystem uplift. In the digital infrastructure build is a key part, key tenet of digital economy, and we believe that improving the digital infrastructure quality of network would certainly help the country's economy and reduce duplication, would help lowering the forex outflow as well as lowering the carbon footprint. Having better financial returns from the combined entity would also mean good for the government in terms of direct and indirect tax revenues. Next slide. The overall rationale as I outlined earlier covers our investment, efficient spectrum utilization, tower infrastructure, synergies in operations to enhance profitability and market consolidation. I'll touch on all of these areas in the next slides.

The spectrum resources, Dialog spectrum pool gets enlarged through that, in particular, the mobile spectrum. We have 2.5 of 850 MHz spectrum, which is quite unusable, 2.5 into 2. Airtel has their 4G network on 850, 5 MHz into 2. So we are getting extra spectrum on 850, a good 850 4G network layer. Then we are getting 2.5 MHz on 900 after releasing the 2.5 to the regulators effectively. We will have 10 MHz of 900. On 1,800, we are getting extra 7.5 MHz to add on to our 25 into 2, and then on 2,100, we are getting extra 10 to add on to our 15. All these are duplex spectrum. And on 2,600, we are getting additional 20.

So all in all, Airtel spectrum pool had the 5 MHz of 850, 5 MHz of 900 in 2G, 1800, 7.5, 2100, 10, and 2600 20. As part of the approval process, we return 2.5 of 850 in 2G and 2.5 of 900 in 2G, and the rest of the spectrum gets passed on to Dialog Axiata to the amalgamated entity. This also means that Dialog will get better spectrum availability to serve customers.

Speaker 3

Can I?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Can I expect to mute your mic, please?

Speaker 3

Okay.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you. So even today, despite Dialog having a larger spectrum pool relative to the others per MHz basis, we are disadvantaged. We are at 24 MHz 24 Hz per customer. We will increase this to 26 Hz per customer. When you include the 2,300, without the 2,300, the picture is even bleaker. But certainly adding more low-band spectrum and mid-band spectrum helps to improve the experience in broadband. Then as part of the resettlement with the regulator, if you recall, there were two legal cases filed initially, one filed by Sri Lanka Telecom Mobitel and later another one filed by Hutchison against the regulator and Dialog by Airtel to review the approval terms. And as part of the settlement, subsequently, the regulator made sure that the second part of the settlement was to make the spectrum contiguous.

And also, there were new spectrum releases to the Hutch and Mobitel, so that they also get adequate spectrum to serve their customers. And this pool of spectrum certainly helps to support 5G going forward, given Dialog has now 2600 60 MHz and 2,300 as a low-band to support our broadband requirements going forward, both with 4G and 5G. Next slide. As I mentioned, the industry settlement involved making the spectrum contiguous. The left side shows the evolution and the current spectrum allocations, and it is very fragmented. For example, Dialog's 900 MHz is in one block, and it is not adjacent to Airtel. Airtel is in blue. Dialog is in red. And 1,800 Dialog is in two places, and there are one block is Airtel's one block is adjacent, but Mobitel is in three separate locations. 2,100, again, Dialog and Airtel were not adjacent.

And 2,600, there was a gap. So the settlement involves creating a contiguous environment for all operators. So Dialog will have 850 into 2100 block to do 4G, which we are running. Airtel is running their 4G network. We they create a 10 MHz 900 block there instead of having fragmented the spectrum. And the 2.5 that gets released from Dialog goes into Hutch, so they have a contiguous 12.5 MHz . 1,800 Dialog gets contiguous 32.5. Hutch gets 15, and Mobitel gets to combine all their 1,800 to create a 27.5. And on 2,100, again, we get contiguity on 2,100 25 MHz. Hutch retains their 20, and Mobitel also helps to get to create 15 MHz of contiguous spectrum. 2,600, again, we create a contiguous 60 MHz block.

It will have SLT, and on the left, we have TRC allocated 30 MHz to Hutch. On 2,600, 2,300, TRC allocated the block 25 MHz, which was earlier with Lanka Bell, to Mobitel. So all in all, Mobitel was given 25 MHz on 2,300, and the 2.5 on 850 that we released along with the 2.5 they took from Lanka Bell, 5 MHz, into 2 to Lanka Bell, to Mobitel, which is 35 MHz in total. Hutch was given 2.5 into 2 on 900 and 30 MHz of 2,600, and as part of the settlement and also created contiguity in all spectrum bands. The other element of the settlement was allowing land sharing. Land sharing is, today, the telecommunications license structure is that fixed spectrum cannot be used for mobile services and vice versa.

So Dialog's 2,300 fixed wireless access network cannot be used to serve the mobile customers. the same goes for SLT's 2,600 fixed wireless access network. It cannot be served by serving Mobitel's own requirements on mobile. But with band sharing now, that is permitted. Where mobile spectrum or mobile network can serve fixed demand, fixed network can serve mobile demand. So there is more efficient utilization of the capacity that gets created and, and something that would again certainly benefit Dialog and SLT because we can utilize our large pool of spectrum on our mobile, on our fixed, on 2,300 and 2,600 respectively and creates more efficient environment for handling broadband traffic.

Next slide. The other aspects on market consolidation, tower infrastructure and operational synergies. We are looking at three million customers coming onto the combined network, which would mean that Dialog will have a consolidated market share of about 64% on voice and then about 66% on data.

This means that we have significant scale to support our operations. And we would also have better price stability in the market. In terms of asset reuse, capital lower CapEx bill, the Airtel 4G network is quite new. It was deployed since 2020, 2021 onwards. So the equipment and the gear is very new, and we are reusing them, same vendor Huawei equipment and very compatible with the Dialog infrastructure. And we are looking at optimizing our CapEx spends using that equipment. And we are seeing potential synergies in other areas including sales and marketing and resource optimization. In terms of sites, they have about 2,400 sites. We are looking at removing a good number of sites, and we will retain less than 1,000 sites, all in all.

And we will redeploy them to support the Dialog additional capacity that is needed to onboard the Airtel traffic and to improve coverage in the marginal areas. And all this would help to reduce the CapEx bill and also, going forward, OpEx expenses. Next slide. So this gives you an indicative view of the savings and synergies that we are looking at. And this would get realized over 12-24 months, because some of the elements of network dismantling would take time. So removing overlapping sites gives a significant saving, sales and marketing manpower. In sales and marketing, we are looking at maintaining the dual brand, the Airtel brand, especially in markets where they are strong.

They are strong in the North Eastern market, very close to Dialog. It is the market leader in all 24 districts, but Airtel is number two in the eastern region, and some part of central and northern region. So similar to what we have done in Bangladesh very successfully with the dual brand strategy, to prevent Dialog premium pricing getting eroded, when there's price-based competition, we look at using Airtel as a flanker brand, and get savings on price stability for the market. We would also look at getting CapEx savings by redeployment and better spectrum asset reuse, as I mentioned earlier. Then in terms of the diluting factors, we have initially the cost of maintaining some of the network elements, especially to support the brand. Then there will be certainly additional taxes that come in because we have better profitability and integration cost.

So, we are looking at minimum 53% upside to Dialog standalone valuation coming from the synergies. And these synergies are quite concrete, quantified, and we are confident of realizing in the near term. Next slide. So in terms of numbers, we are looking at about 8% revenue uplift, based on 2023 financials. They have maintained their revenues and, in fact, grown their 2023 revenues by 16% year-on-year. And then, Airtel has a very solid operation in Sri Lanka. Today, EBITDA is negative, and we expect to break even the EBITDA coming from Airtel part, within six to 12 months. We would look at doing that sooner. And then, PATAMI related dilution, we are looking at within making it neutral within 12 months of consolidation. Next slide. So in terms of next steps, we have sought approval from the Colombo Stock Exchange.

Then, BOI has given the first permission, which is to transfer shares, but we need the permission to amalgamate the two entities, and that is in process now. And Central Bank approval to bring new equity to settle Airtel's debt and conversion into equity. Then we are looking at EGM to obtain shareholder approval. We are targeting the Dialog AGM, which is towards mid-June, to achieve this. Then closing audit and transaction closure thereafter. And amalgamation of two entities would require about another 60 days because we have to follow the Companies Act regulations in terms of giving notice and moving through the next steps. So we are looking at completing amalgamation completing the merger towards Q2 and then completing the amalgamation towards Q3. That's it in terms of formal presentation. We are available for Q&A. Hashan, over to you.

Speaker 9

Yeah. If there are any questions, you can use the chat feature, or you can unmute yourself and raise it.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Maybe I cannot. Let's go with your question.

Speaker 3

Hi. Good afternoon. Can you hear me? This is Louis.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yes. Yes. Go ahead, Louis.

Speaker 3

Hey. Hey. Thanks for hosting the call and, very clear presentation. I just had a few follow-up questions, three of them. Just to clarify on the subscriber and network redundancies, the 1,000—the impact of this for the 1,000 when you go down to less than 1,000 towers, do you have an estimate for the write-off or costs involved there? And on the subscriber, the three million net additions to yourselves, that is—sorry. It's net additions, or that's, so you've already removed any potential duplications? The second question is, with regards to just to double-confirm, the lawsuits previously are now all withdrawn, so this is definitely a go in terms of no more lawsuits involved. Thank you.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. So, the network consolidation and related write-off, all will be done prior to Legal Day One, at Airtel books. So we.

Speaker 3

Okay.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Dialog doesn't take anything.

Speaker 3

Uh-huh.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

In terms of subscriber duplication, subscribers have some of them have dual SIMs, but we would onboard the three million, and the price plans would be different. They would. The one conditioning approval is that customers, the existing Airtel customers will continue to maintain their current price plans. New customers, we will introduce new plans. So, we wouldn't. We are not allowed to combine customers per se unless they want to discontinue. So the customer if the same customer has a plan from Dialog and Airtel today, they will continue to enjoy the same unless they want to discontinue one. That's how this thing. Then customers do have dual SIMs, about one-third of the base in Sri Lanka in general.

We have factored those in our synergy calculations, and when I presented the numbers, we have factored some dilution, but it will have to be natural dilution, not forced dilution. In terms of lawsuits, yeah, all have been cleared. All have been withdrawn, as part of the settlement. And all operators have signed in for this settlement when the regulator approved the merger in mid-March this year.

Speaker 3

Thank you. That's very clear.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you. Foong Choong , go ahead.

Speaker 4

Yeah. Hi. Thanks for the call. A couple of questions from me. Firstly, can you tell us what is Airtel's revenue, normalized EBITDA and PATAMI for FY 2024? And if that's not available, what was it for the nine months of their fiscal year 2024? That's the first question. Secondly, I note what you mentioned earlier about the break-even point for Airtel EBITDA and also the PATAMI within the next six to 12 months.

But in terms of, like, absolute numbers, right, how much dilution are you expecting to Dialog's earnings, EBITDA and PATAMI in FY 2024 and FY 2025? And third question, regarding the net debt of Airtel, what was it at the end of March or end of December last year? And when you mentioned that they are allowed to bring in their proportionate share, does it mean do you mean 10.355% of Airtel's debt would be consolidated into Dialog? Yep. Those are my three questions. Thank you.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you. Yeah. I'm not sure whether we have the Airtel numbers. The absolute percentage, you can you can work out based on 8%, number, based on Dialog's core revenue number, that 8% is the number that we they will bring in onto revenue. In terms of EBITDA and PATAMI, it's again, we will we can Hashan can get to get back to you, but dilution, what is relevant largely is the dilution for Dialog in 2024 and 2025. So 2024, EBITDA and PATAMI dilution still not material. It will be less than 5%, what we are anticipating by the end of the year. And then 2025, EBITDA we expect to be positive, and PATAMI that we are working towards making it positive, but at maximum, less it will be not material.

We don't give specific detail guidance, so I'm unable to give you specific numbers apart from general view. We will give you Airtel's EBITDA number for 2023 financial year. Did I answer all your questions, or did I miss anything?

Speaker 4

Yeah. There was one more on the net debt of Airtel,

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yes. Sorry. Sorry. Sorry.

Speaker 4

Yeah.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yes. Yeah. It's what you said, proportionately 10.355% of Dialog's consolidated will be brought in by then.

Speaker 4

Okay. But what, what was the net, net debt, for Airtel at the end of March of this year or the end of December last year?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

I don't have that number. It's quite a large number, maybe. Yep. If you have that number.

Wai Yip Yap
Group CFO, Dialog Axiata

I don't have, but based on the formula that we have, it will be less than $15 million.

Speaker 4

50?

Wai Yip Yap
Group CFO, Dialog Axiata

Because, yeah. It's less than that because they are supposed to repay quite a lot of their debts before the LD1.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Okay. So I didn't understand.

If it's the prior number, like, say, end of 2023, again, we wouldn't have maybe if we can get that number, we will.

Speaker 4

Yeah.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Share with you.

Speaker 4

Yeah. Okay. And just one more follow-up question, if I may,

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Sure.

Speaker 4

I note that Airtel has got a lot of accumulated tax losses, right, through the years. Would Dialog be able to use any of that to offset the taxable profits going forward?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

No. No. In Sri Lanka, that is not allowed.

Speaker 4

Okay. Okay. Okay. All right. Thanks. Thanks a lot.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you. Thank you.

Speaker 4

Okay.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Diluksha . Please go ahead.

Speaker 5

Hi. Just a few questions. With regards to the CapEx intensity of Dialog post acquisition, what do you all roughly what figure would it be, you know, in 2024, FY 2020, FY 2026, the within those periods?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. So, I think what we had earlier given guidance was that, 2024 standalone CapEx was similar to 2023, which is around LKR 20 billion-LKR 25 billion, less than 15% CapEx to revenue. So standalone for this year, we would maintain that, but for integration, we would have about $35 million of CapEx, which will span this year and next year, this financial year and next financial year. Thereafter, we expect the combined entity to again maintain CapEx below 12%-14%, excluding any 5G investments. So the main key data points, 2024 standalone CapEx for Dialog would be between LKR 20 billion-LKR 25 billion, which will be around 14% CapEx to revenue. On top of that, we have about $35 million of integration CapEx spanning two years. The majority will come to this year, and 1/3 will go to next year.

Next year, again, standalone CapEx for the combined entity, we expect it to be lower than this year, and then we'll get the synergies thereafter.

Speaker 5

Just a follow-up question as just another question as well that I have. When you look at the ARPUs of Airtel versus Dialog, what sort of comparison is it, and is there any plan to, like, bridge that gap if there is a big gap between those two figures?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

I think ARPU of Airtel was about 5%-10% higher than Dialog in prepaid. Airtel largely are prepaid service. In prepaid, their ARPUs are higher than that of Dialog because they have been pushing more high ARPU packs to the market.

Speaker 5

Thank you.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Louis, you have raised your hand. Please go ahead.

Speaker 3

Yes. Hi. Just one follow-up question regarding the valuation, synergy slide. The integration cost there, that is separate from that's definitely additional cost, or that's going to be before day one is the part absorbed by, Bharti? Is this a, like, a net.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

No.

Speaker 3

Integration cost?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Integration cost, actually, we'll get capitalized in Dialog consolidated books.

Speaker 3

Uh-huh.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

which will be largely for network integration, IT integration. And as I mentioned earlier, this is ranging between $35 million spent over next two financial years, 2024 and 2025. Any OpEx-related significant integration costs will be booked in Bharti books prior to Legal Day One.

Speaker 3

Okay. Great. Thank you.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank, go ahead.

Speaker 6

Thanks, Supun, for the call. I think the general understanding in the industry has been the smaller players, asset utilization, has not been great, right? So if you look at what you're acquiring and, from Airtel, and a couple of years down the line, maybe five years down the line, how I mean, how much kind of sales uplift do you think that the asset base that you're acquiring can provide? I'm not asking for what it'll provide this year or next year. I'm looking at five years down the line, what kind of sales uplift it can give.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. I think the assets per se, the network infrastructure, footprint is relative to Dialog. They have 2,500 sites. Dialog has close to about 5,500. And when we consolidate, we will add about 1,000 to Dialog network to improve experience. The capacity that they are bringing in gets combined with Dialog, and it'll first to take on the Airtel subscribers, and it'll get consumed by Dialog customers as well. The real upside comes from spectrum, because if you look at Dialog relative to Dialog spectrum holding, we are getting extra 30% spectrum through the merger. And that spectrum helps to add capacity at a lower price than what we would do without the additional spectrum from Airtel.

The cost of CapEx per GB under the current pre-merger model versus CapEx per GB post-merger is lower because it's more efficient, or it's cheaper to add capacity when you have more spectrum. If you have limited spectrum, then you have to buy very expensive gear, because you are trying to then manage with limited frequencies. That means you have to spend more on equipment. But if you have more frequencies, then the amount of money you have to spend on equipment is lesser. So that is the real upside we would get. And the other big upside is for 5G. 2,600 is a key band for 5G, and then having gear, both Dialog and Airtel having gear on 2,600, which are 5G-ready, can be a significant advantage in a 5G era in terms of market upside.

Speaker 6

Market upside?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. Market upside, just touch on market upside. It's largely, I think, combined would have 66% market share, so it's, it's a very strong position to be in. We would look at more price stability, prevent price erosion, because Sri Lanka is one of the cheapest for data and voice and not sustainable, as you have seen in the network performance, data. So what we want to see is more price stability and give better experience and better returns to shareholders. Go ahead, Dasun.

Speaker 6

Yeah.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. Go ahead.

Speaker 6

I think for one of the initial when you were answering one of the initial questions about whether you can quantify the cost savings from tower consolidation, you, when you explained, you mentioned that the network write-off, etc., will happen before Legal Day One. Now, I just want to understand, does that mean before Legal Day One, the operational margins of Airtel will actually improve because of the measures that are being taken before that Legal Day One? So on the very first day of consolidation, the margins may be actually or the losses will be lower than what it has been in the recent quarters or so?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. Below EBITDA. So this would affect lower depreciation and lower finance costs. So, below EBITDA, certainly, it will be very insignificant negative numbers that they will bring in. But above EBITDA, we have some work to do to shut down their network. Network cost is about 60% of their total cost. And so net, our main focus is to improve bringing synergy through network consolidation. We are looking at enabling domestic roaming in region by region once we get into Legal Day One and onboarding their customers into our network and then shutting down the network. So, that process would bring new operational synergies, and that's what I said we will make the EBITDA neutral within the first six to 12 months. But the write-offs will help below EBITDA.

Speaker 6

Thanks, Supun, and thanks, Yap.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you. Paul, please go ahead.

Speaker 7

Yep. Can I just clarify on the valuation upside of 53%, right? How was that number derived? Is that a DCF of cost savings and over what period?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. Maybe Hashan or Yap can clarify. This is based on synergy DCF of synergy cost savings that we have calculated. Maybe Yap and Hashan can.

Wai Yip Yap
Group CFO, Dialog Axiata

Yeah. This is based on this year. Looking forward as the new business that we have, meaning as the additional business as add-on, that's the DCF that we have calculated.

Speaker 7

Is it, like, over 10 years?

Wai Yip Yap
Group CFO, Dialog Axiata

yeah.

Speaker 7

Okay. Thank you.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Do you have any other questions? Or if there are no questions, we can probably conclude the call, and still, we'll be available for any clarifications you may have. We will get back to you on the specific questions on the numbers provided, what we can release based on permission from Bharti. We will be also available for any clarifications, and we'll keep you posted as we progress through the next steps. I think we have concluded most of the challenging periods of this transaction, including the regulatory approval and getting to definitive agreements with the parties. As we conclude, we will keep you posted. We have already started the network integration-related work, and we are confident that we can deliver results sooner.

Wai Yip Yap
Group CFO, Dialog Axiata

Yeah.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you very much, Sanjeewa . Please go ahead.

Speaker 8

Sorry, Supun, one last question. With your parent company country, Malaysia, now they have full-blown 5G, including some of the countries surrounding Malaysia also. When are you planning to deploy 5G in Sri Lanka, and what kind of requirements do you need now that you have acquired this 30% extra spectrum as well?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Yeah. I think it's something country. It's probably timely. The delay was self-explainable due to the economic challenges the country was going through. The regulator is doing a consultation. In fact, today is the deadline for submission of feedback on 5G deployment or commercial licenses in Sri Lanka. We expect post the consultation, the regulator to allow or give 5G licenses towards end of Q2 and Q3. By Q3, we should see 5G commercial licenses getting rolled out. In terms of our readiness, as I mentioned earlier, Dialog has closed about 2,500 sites on 2,600, which are 5G-ready. Then Airtel has about another 1,500 in their 2,600 footprint, again 5G-ready. So we are in a very good position to enable 5G on this entire equipment when we have commercial 5G from the government.

Speaker 8

Right.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

But, again, the use case of 5G largely would be initially fixed wireless access, not more than mobile, because increasingly, consumers are looking for better home broadband. And then we have seen challenges in defending our base against fiber, because our main play on wireless. And then we believe that 5G fixed wireless access would certainly strengthen our offering in the home broadband space.

Speaker 8

Thank you very much.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

Thank you.

Wai Yip Yap
Group CFO, Dialog Axiata

Yeah. A few questions p osted, no?

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

On quick chat visit. Sorry, I didn't look at the chat.

So the question is, which spectrum band will be used for 5G? So government is looking at 2,600 MHz frequency and 3.5 GHz frequency. Dialog is trialing now on 3.5 GHz frequency. And also, we are doing a limited trial on 2.7, 27 GHz, millimeter wave, but I think initial 5G would be on 3.5 and 2,600. Synergies would be especially protecting our high-value base on home broadband, and incremental long-term CapEx additions on 5G would be cheaper than 4G, but not immediately. What is the current EBITDA margin? It's negative. You know, I think fairly negative, not, we wouldn't have the number. The 8% top-line growth, yes, it is basically addition of Airtel numbers, excluding the dilution that we expect certain customers to because of dual SIMs move out. But net of that, it's 8%.

Wai Yip Yap
Group CFO, Dialog Axiata

Right.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

What is preventing Dialog providing fiber direct to home? It's the economics that prevents us from providing, because the low prices that the consumers are willing to pay versus the cost of providing fiber, doesn't add up everywhere in the country.

Wai Yip Yap
Group CFO, Dialog Axiata

Yes.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

We target the high-value homes and multi-tenant units to do fiber, like Shangri-La or the ITC that is coming up this month; all are wired by Dialog fiber. But remote houses are not viable to connect on fiber at large scale by doing our own fiber. However, we have now secured a partnership with Lanka Electricity Company, a distributor of electricity in the Western Province and coastal belt, and we are using their poles and deploying fiber in high-value areas. And we are doing a trial, and we would look at serving the western coastal region using that. So we don't want to build additional infrastructure to serve fiber. And if we get an alternative pole structure or alternative FWA option, then it makes economical sense.

If not, I think consumer affordability and cost of fiber doesn't add up, and and better serve with 5G. Value of net assets acquired, I think we will only update you after the transaction because there'll be a lot of write-offs that we'll have to do, and then we will keep you posted at that stage.

Wai Yip Yap
Group CFO, Dialog Axiata

Okay. Right. Right.

Supun Weerasinghe
Director and Group CEO, Dialog Axiata

All right. Thank you very much, once again, for the call. Have a good weekend, and look forward to connecting with you soon. Thank you.

Wai Yip Yap
Group CFO, Dialog Axiata

Thank you. Thank you so much. Bye.

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