Digi Communications N.V. (BVB:DIGI)
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Earnings Call: Q1 2024

May 15, 2024

Operator

Good afternoon, ladies and gentlemen, and welcome to the Digi Communications N.V. Investors Q1 2024 Financial Results presentation. A copy of the press summary report is posted in the Investor Relations section of Digi's website at digi-communications.ro. The conference is being recorded today, and a replay will be available shortly after. For today's call, please submit your questions for the Q&A session at the end of the presentation using the chat box. Before we get started, you are advised that certain statements in this conference call are forward-looking and therefore subject to material risks and uncertainties.

Actual results could differ materially from those stated or implied by such forward-looking statements due to the risks and uncertainties associated with Digi Communications N.V., which include, among others, various risks related to our business, risks related to regulatory matters and litigation, risks related to investments in emerging markets, risks related to our financial position, as well as risks related to the notes and the related guarantee. I would like to introduce the speakers for today's call. Mr. Serghei Bulgac, the CEO of Digi Communications N.V., and Mr. Dan Ioniță, the company's CFO. We may now begin the call.

Serghei Bulgac
CEO, Digi Communications N.V.

Thank you very much, Mariana. Good afternoon, ladies and gentlemen. Welcome to our first quarter results presentation call. We are thrilled and very happy to guide you through our results and to take questions at the very end. Without too much further ado, we are thrilled to show you our results. Sales of EUR 447 million, 12% up year-on-year in the first quarter of 2024. RGUs reaching almost 25 million, 24.7 at the end of March, and over 25 million as of end of April, at 14% growth year-on-year, and EBITDA growth of 23%. EBITDA, excluding IFRS 16, numbers, reaching EUR 140 million in the quarter.

These outstanding results were driven by strong performance in our main two markets, and by far, by outstanding performance of our Spanish operations and by the contribution of our colleagues in Spain. With RGUs growing in Spain 32% overall, mobile RGUs growing 24% and surpassing 5 million units, broadband RGUs reaching over 1.5 million units at 57% growth year-on-year, and fixed telephony RGUs reaching almost 500,000 units at 55% growth. Romania showed an overall 9% growth in RGUs, driven by mobile telephony, also reaching around number of more than 6 million users by the end of first quarter. pay-TV, cable and DTH, 5.7 million users, and broadband, 4.6 million users. We...

One second. We continue to execute our strategy in 2024, which basically aims to sustain growth and consolidation in the key markets, Romania and Spain, which looks further to enhance our position in Spain through accelerated development of fixed networks, but also through the negotiation of long-term mobile relationship agreement, basically the national roaming agreement, but also the agreement to develop the networks and to start our own network somewhere during 2025. Again, to enhance our position on the Spanish market, and not least, our strategy to launch services in both Portugal and Belgium in the second part of this year.

Among recent developments that we had in the last couple of months, we have signed probably the most important event is signing of the Macquarie transaction for selling 6 million homes passed in Spain across 12 provinces to Macquarie Capital. The total transaction value goes up to EUR 750 million, to be executed over the next approximately four years, with the significant portion of homes passed of 4.25 million to be delivered later this year, once the necessary approvals from the Spanish authorities and the European Commission are in place.

We have also signed recently two smaller financing agreements, EUR 170 million to finance acquisition of mobile equipment, in cooperation with export credit agencies, and also a bridge facility of EUR 50 million to short-term bridge facility to support our current operations in Spain. Coming back to the numbers, we are again happy to show total sales of almost EUR 450 million , driven significantly, well, continued to be driven by Romania, with revenues being more than EUR 260 million in the first quarter. Spain reaching almost EUR 180 million , and Italy being atEUR 7.6 million .

As I mentioned earlier, EBITDA amounted to EUR 140 million, with Romania contributing EUR 108 million, and Spain contributing EUR 34 million to this number. RGUs, more than 17 million users in Romania and more than 7 million users in Spain. On the financial highlights slide, you see the key indicators of the business. I'll repeat myself, sales growth quarter-on-quarter and year-on-year of 12% to EUR 447 million in the quarter. EBITDA, including IFRS 16 numbers, EUR 163 million, up 22% from EUR 134 million. Of this, EUR 140 million is EBITDA without the influence of IFRS 16, and EUR 23 million is the contribution of IFRS 16 numbers.

CapEx in the quarter amounted to EUR 169 million, almost EUR 170 million, up from EUR 158 million before, a year before, and overall reaching 38% of sales, somewhat lower than a year ago, when it amounted to 40% of sales. These outstanding results are due to growth in basically network expansion and the new customer additions across Spain and the Romanian market. But also, by far, growth and customer additions are by far the main reason for our outstanding results. I'll move on briefly to the customer slide. And we see, as I mentioned, total number of users reaching almost 25 million at the end of March.

The largest segment is by far the mobile segment, with 11.4 million users. Being the largest, it's also the fastest growing segment, helped by very strong evolution in Spain and strong evolution in Romania. Followed by broadband, with 17% growth and reaching a total of almost 6.2 million users. And in pay-TV, it's only the Romanian market, being at 5.7 million users and showing a 4% growth year-over-year. In terms of markets, Romania continues to be the largest. However, being the most penetrated and the most mature market, it shows a growth rate of 8%.

Spain has outstanding results, growing by 32% year-on-year from 5.3 million users to more than 7 million users in the quarter. Italy has also grown almost 20%, from 370,000 users- 435,000 users by the end of Q1. Just briefly on the financing slide, you see our total net debt. Yeah, excuse me, EUR 1.35 billion of total net debt. Net leverage 2.5x.

And if you see the prepayment and maturity profile, we have EUR 93 million outstanding this year in 2024, and EUR 616 million outstanding in 2025. I'm sure this will be asked during our Q&A part. We have a bond of EUR 450 million maturing in February 2025, which we intend to repay later in Q4 this year, basically across October, November, this year. All in all, also helped by the proceeds of the Macquarie transaction, we intend to repay both the notes in the amount of EUR 450 million, but also other instruments, other financing agreements totaling EUR 150 million.

So all in all, we intend to repay approximately EUR 600 million of financial exposure later this year. Yeah, so this is our intention, and we'll certainly—I'm sure some of you will have questions, and we will discuss it in detail later on, if needed. Just a couple of words on 2024 and beyond. So maybe it's a slight repeat from what we said a bit earlier. We continue focusing in Romania and Spain on organic growth. In Romania, it is to exploit to the maximum efficiency, the existing networks, the fixed networks, and the mobile networks.

In Spain, the effort is coupled with together with further development of the fixed networks, and later on, not in 2024, but in 2025, with the development of our own networks, which will be based on the remedy frequencies that we were awarded as part of the Orange/ MasMovil merger transaction that closed earlier this year. We are focused and keen to negotiate the long-term national roaming agreement in Spain, which will help us basically transit from the MVNO to an operator stage, but also will help us to boost and use sorry, to use properly our frequencies and to improve our presence in the Spanish market.

Of course, we continue focusing, as I said earlier, on launching services both in Portugal and in Belgium, later this year. In Portugal, the intention is to launch all services, both fixed and mobile, while in Belgium, we will decide on details somewhat later, as we still are in an early development phase over there. Yeah, having said this, I'm almost done with the presentation, and just a couple of words on the upcoming general meeting of shareholders that is due to take place on June 25. We are proposing a dividend of RON 1.25 per share, which will be voted at the general meeting of the shareholders.

It's a 25% increase from the last year's dividend of RON 1 per share. Also, among the administrative, the normal routine events that will take place at the general meeting of shareholders, we will have the board of directors reelected, reappointed, or appointed, as the case may be, because the duration of the current board is expiring, well, in the coming weeks. So this is basically the agenda in brief, and we hope you, the shareholders, to cast your votes and to participate in the general meeting of the shareholders later in June. I think I'm done with the presentation and with the slides, and we invite all of you to ask questions.

Thank you very much. So thank you very much. The questions started showing up. As usual, we kindly ask you to ask questions in the chat box. We will read the questions aloud, and we will do our best to answer. If necessary, my colleague, Dan Ioniță, will help to with maybe more particular financial questions. Okay, first question comes from Bert Bruns. Digi will start operations in 2024 in Belgium. Can you tell when exactly that will be? Well, thank you for the question. We did mention it last time that in our last call, that it is 2024, it is second part of the year, but at this moment, we cannot be more precise. We hope you understand, and you have the patience with us. Thank you.

A question from Luigi Minerva from HSBC. Can you give us an update about your talks with Telefónica in Spain? Telefónica said a non-binding agreement is signed. Is it only roaming or also RAN sharing? How are the economics compared to your current NRA? Are you negotiating with other counterparts in parallel? Many things. Yeah, no, thank you very much. It's a very comprehensive, and I think, it's a very good question. It is correct. So, let me start with the context, and, well, then I'll follow with the details. As we were discussing on our previous calls, we have, as part of the Orange/ MasMovil merger approval, we have basically an award of the frequencies in 1,800 MHz, 2,100 MHz, and 3,500 MHz bands.

But we also have an agreement, basically, a national roaming agreement, long-term agreement signed, with Orange/ MasMovil, to support the usage of the frequencies. The agreement is non-exclusive, and it allows us to negotiate similar agreement and to make the choice for the best agreement with any other operator in the market, which, as we said, we were keen to do and we are wishing to do. And yes, we can confirm that we have a non-binding term sheet signed with Telefónica. It's for a long-term cooperation covering both national roaming and RAN sharing options. And we are, let's say, in an advanced stage to negotiate also the final details of this agreement through the form of final documents.

Once we are finished, we will come back to the market to announce the details of this agreement. I hope it's helpful. The question from Vlad N. So greetings and congratulations for the great results. I have a few questions. Q1, sorry, question one, excuse me. How do you explain the dynamics of the net working capital during the first quarter, and how do you stand compared to your budget? Yeah, one second. I think the question is a bit too detailed for me, Serghei. I will ask Dan to consider this question, and maybe we come back a bit later to this question as the call proceeds. I hope he can answer the next questions. The second question is about ARPU.

How do you explain the decrease of ARPU in Romania, Spain, and Italy, and where should we expect to stabilize? Do you consider to increase the pricing of your bundles? I think there's one common trend in ARPU evolution that affects both us, but also all most other, or all other mobile operators is the decrease in the mandatory interconnect rate that happens across all of the entire European Union. So part of the ARPU decrease comes from there. It is... it has been a scheduled decrease over the last three years and a half, and this is the last decrease that the commission has established up until now.

At this rate, at this moment, an interconnect minute costs EUR 0.2 for mobile termination. So part of ARPU decrease decline comes from here. The other part of ARPU decline comes from more and more customers, or let's say, new users, undertaking less expensive packages. So it's really a mix of usage across our products and across our prices. And this, we had this phenomenon going on for a number of years. It is continuing. I think it's, the dilution is marginal, and we do not expect this to be significant as we go forward. So these are not price decreases. It's a natural evolution of ARPU.

The next question is: Do you consider to increase the pricing of your bundles? At this moment, no. I think you mentioned yourself in the question that the results are great, so we also see the results are quite as positive. On one hand, due to continued customer support and continued customer usage and uptake, but also on an EBITDA level, we are growing, so there is no reason for us to increase the prices. Question number three: Digi started to develop its own infrastructure in Italy. Do we expect the same story regarding this market compared to Spain? What is your perspective? I think it's too early to judge our Italian experience.

We continue to operate there in a test phase, in a market test, basically, phase. And this moment is premature to both extrapolate, but also it's premature to do big projections. So yeah, really, there is no comment on our side. We are well early on. Q uestion number four: Regarding the heavy, intensive CapEx and ongoing projects, what keeps you up at night? Well, I think... Well, thank you very much. I think it's a very open-ended question, and yeah, it's certainly a nice question. We have been spoiled in a very good sense, by high growth rates, which continue, but they're shifting from Romania to Spain, as you noticed. We are keen to preserve the growth rates.

We are keen to service our customer base as well as we did in the past, but also in the future. We are keen to preserve the high-quality service that we provide to our customers in all our markets, especially in Romania, because this is probably the most mature and the most demanding market, but certainly in all other markets as well, Spain, Italy. We are very keen to launch the two new markets that we operate in, that we started in. It's Portugal and Belgium. It's really a lot of provocations, so I hope you have the same feeling as we do. So really the options are big on our side, and also the responsibility to perform to the best of our ability is also big.

But thank you for the question. And the last question, question number five, what's your view on the impact of artificial intelligence for Digi? Well, sorry, I mean, privately, as a person, from time to time, I use ChatGPT. It's not an ad, it's not an advertisement, but beyond that, I don't know. I mean, we continue to be rather more traditional telecom operator. We continue to rely on the infrastructure rollout and development. We have been efficient and successful in building networks. We will continue to operate in this sphere. So, I think AI is a territory for other companies and other operators. Yeah, but thank you once again. Thank you for the questions.

So the next question comes again from Luigi Minerva. In Portugal, will you seek a mobile roaming agreement? What are the options for fiber to build your wholesale? Will you offer it through TV? And what distribution channels will you use? So we are keen to have a roaming agreement. As a matter of fact, basically, we have currently an MVNO and roaming in Spain. We have roaming in Belgium. We do not have roaming in Portugal, but we have not had any success or ability to conclude a roaming agreement with the existing operators, also due to lack of appropriate offers received so far. So we are keen, but we did not have any opportunity or any chance to sign a roaming agreement in the Portuguese market.

With respect to the fixed networks build or wholesale option, we are also quite open to use wholesale. As a matter of fact, we've signed an agreement with Vodafone in view of their acquisition of MasMovil operation from Portugal. However, at this moment, this is not our key priority. Our key priority in terms of fixed infrastructure is to build our own network. But again, we are open to also use wholesale networks. We're certainly not putting limits here. Will your offer include TV? Yes, in Portugal, we believe having TV services is very important.

The last about the distribution channels, I think it's in development, so it's a bit too early on to say, but we will use all the options available, including the physical stores, online presence, and any other options. Yeah. Thank you. I'll move to the next question. Again, from Bert Bruns: You said you will decide on the services to launch in Belgium later this year. Can you elaborate on that? Yes, so for sure, we start with the mobile services. This is our immediate priority. We are very keen to start with the fixed services. We'll just have to make sure how advanced we get and when we can start. That's what I wanted to say. I hope it answered the question.

A question from Ricardo José Saraiva : Is there any obstacle in the interconnection of Digi's mobile network communications with the three operators in Portugal? No, not that I know of. It's a bit too detailed and too technical, but to my knowledge, the interconnection works well. So, I'm not aware that we would have that we would have an issue. A question from Peter Jurik. Any update you can provide us on your launch of a retail product in Portugal? Anything specific, like a launch date, what kind of network coverage will you launch with, et cetera? Apology, I will not be very helpful, so as I did mention, it is this year. It will be in the second part of the year, but we don't have more info to share.

A question from Andrew Webb: Can you expand on your plans to repay EUR 600 million of debt? How will this be funded? Well, thank you. I was expecting this, and basically, I think there was a longer discussion in our previous call on this topic, and the idea is that we have our own funds in the range of EUR 150 million, which we intend to use for prepayment. We have an undrawn facility in Romania that we signed last year in the amount undrawn term loan in the amount of EUR 150 million. We will also be helped by funds available through the Macquarie transaction. Funds that will help us ease the CapEx pressure, and will release funds for repayment of debt.

So basically, these are the main sources for debt repayment on our side. In addition to the sources I mentioned, we continue having EUR 100 million undrawn revolver facility, which is there to cover any other needs, but including also the repayment needs for the needs to repay the financial, the EUR 600 million loans that I mentioned earlier. I do hope it's helping. A question from Ganesh: Are you participating in fiber cooperation agreement in Belgium? We are interested to participate in any fiber cooperation in Belgium. So we are very interested in any industrial initiatives, and whether it's mobile sharing, fixed sharing, fiber sharing, or any other infrastructure sharing.

So a question from anonymous: Could you share the figures for additions to non-current assets for Q1, including Romania, Spain, and other, please? I'm sure these figures are presented in our report, so if you follow to the segment section of the Q1 or the first quarter report, you will find this information. It was not part of the Q4 preliminary report, because that was a short report, but usually throughout first, second, and third quarter reporting, this information is available in the segment report, and is also available in the final full year report for every year. So if you look carefully into the numbers, into the file, you will see this information there.

A question from Laura Homsey: Can you just confirm that you plan to redeem the senior secured notes due February 25, with the proceeds from FTTH network sale? Will you redeem this as par or via a tender? So I did touch upon this earlier. I will repeat, we will use our own cash, the cash that we have on the balance sheet. We will use the undrawn facility agreement of EUR 150 million, and we will use part of the funds basically released through the Macquarie transaction, funds that we do not need to use for CapEx, for repayment of the February 2025 bonds. Whether we redeem this as par or a tender, excuse me, it's a bit too technical.

We have not made a decision so far, but we will certainly announce the market once we take the decision. A question from Peter Jurik: What has made you change your strategy of asset ownership? I don't think you have sold assets before. Previously, you have commented that you like designing your own networks and doing it properly, so why now give up control of this? Should we be expecting more deals like this going forward in other regions? Does it also open up chances for you to rent fiber fixed infra in other regions? Well, yeah, I think it's a fair question. I will try to explain ourselves. We have to be competitive.

We are keen to continue growing, as most companies in our industry do, and diversifying our sources of capital is very important in this respect. The Macquarie deal is not the first of this kind. It's the second deal of this kind, after we did the Aberdeen transaction earlier last year, so it is the second transaction of this kind. Indeed, there are differences between the two. In the Aberdeen transaction, we continue controlling the asset. We continue having the majority share in our joint venture. While in the Macquarie transaction, the entire basically network, the 6 million homes passed, will be sold to Macquarie.

Having said this, we are not just selling, we are also signing a long-term, 25-year lease agreement that guarantees to us the access, proper access to the network that we built that we designed and that we will continue using to the best of our needs. So in a way, yes, it's somewhat a change from what we did before. On the other hand, as I mentioned in our previous calls, we have strived, we have used most of our efforts, so that any alienation of this kind does not change our strategy, does not change our ability to use the network, but also does not change the economics of our and our ability to offer services in the Spanish market.

Whether we will continue with such transactions in the future, yes or no, it is premature to say, so we are just following the market, we are following the opportunities, and we will make an appropriate decision at a certain time in the future. So far, so good. We are okay with what we did until now, and we are not working on a different transaction of this kind today. A question from Daniel Sobral. "Good afternoon. First of all, congratulations on the results, especially the results in Spain. Regarding Portugal, will the mobile and fixed services be launched at the same time?" Yes, we were working, we're aiming to launch both the mobile and fixed services around the same time. "Any forecast for the start of operation?" Well, it's second part of this year.

A question from Nora Nang. "Hi, thanks for the presentation. One question from my side, please. How much did you invest into FTTH network in Spain so far, of which a significant part was, recently sold? Thank you." Nora, we are not disclosing this info. Sorry for this. So, sorry for being less helpful on this front. On the other hand, as a hint, you can certainly study the segment, the segment portion of our current reports, where you see the total investments that we did in Spain, but also in any other markets. And you can certainly try to do some estimations from there. Apology, and I hope we are as helpful as we can be. Thank you.

So a question from Mark Chapman. "Thank you for the call. Could you please give some more color on the economics of the fiber sale in Spain, particularly the cost associated with the remaining rollout from 10.425 million homes to 6 million, and the cost of servicing your own growing broadband base?" Mark, it's more or less not a repeat, but it's a question very similar to Nora's question just a bit before. Apology. We are abstaining to guide the market very precisely on this. Sorry, we would like to keep the numbers somewhat private to us, and the way to our operations. Apology for this.

So another question from Ricardo José Saraiva: "Will mobile network coverage at the start of commercial operations in Portugal have national coverage, including the Azores and Madeira?" We are concentrating more on the continental Portugal, but we will certainly follow with the Azores and Madeira. A question from David Gorzynski: "What is the penetration of the remaining part of the fiber infrastructure that you will own in Spain after the transaction with Sota?" I read the words, I understand the words. I do not fully understand the question. Apology.

I mean, just to answer with a few data points, we have over 9 million homes passed in Spain today, and this year, so at closing of the Macquarie transaction, we will be selling of 4.25 million homes passed to Macquarie. I'm not sure that was the question, but I hope it covers what was intended to us. A question from Emil: "Is the testing phase of fixed line services in Italy above or below expectations?" No, it's still too early to comment. We don't have a comment on this today.

So a question from Anonymous: "Can you share what your CapEx per connection will be for the fiber in Portugal?" No, we try to, we try to abstain from sharing this information for any of our markets. Bert Bruns: "The Belgian telecoms regulator, BIPT, opened the door for telcos to cooperate on building fiber networks. Does Digi talk to other operators about this?" With which other operators? Sorry, I will not be very open on this, but we are certainly discussing with other operators as well. Question from Joanna: What is the coverage in Portugal, mobile and fixed networks? We are not disclosing it now. We will certainly try to be more open towards the launch of our services. A question from Peter Jurik.

You mentioned earlier in the call that you are trailing your own fixed network in Italy with fiber for an Open Fiber available quite broadly. Can you explain your rationale for building out your own network and overbuilding the competition? Or are you perhaps looking to build out the gray areas where neither is building at the moment? Look, we are open to any option to cooperate in any of the markets. We're not really keen just to go only with our network, so only with wholesale. Having said this, I think it's a very general statement. We will look for the best options in any market, whether it's building our own networks or using the wholesale, whatever is cheaper.

If you think Open Fiber or Fiber Cop is cheaper than building our own networks, you are right not to use our own networks. Yes. A question from David Gorzynski. Could you give some color on the scale of cost increase after the sale of fiber infrastructure in Spain? We do not expect cost increase after the sale of fiber infrastructure in Spain. I think so from this point of view, we expect the sale of fiber to be neutral. As part of the agreement, we have externalized the asset. We will have a long-term access to the network. On the other hand, we will be the operator providing maintenance services to the network.

So, we do not expect significant or any changes in our cost structure in Spain. Another question from anonymous. What will be the cost of the Macquarie release in the first 12 months, please? Yeah, it's a fair question. It's a bit detailed. I don't have the numbers now. We'll and I'm thinking it through loudly. I'm not sure we will announce it to the market. But yeah, let us take it offline and just think, ponder the question. Thank you. Another question from Joanna. In Portugal, will you target B2B market or small companies, for example? As a matter of fact, less so. We have a B2B presence and coverage in Romania.

However, in all other markets, we are not specifically targeting the B2B market, and it's only accidentally if businesses, small businesses, specifically ask for our services. So, we have no policy to exclude B2B customers, but on the other hand, we are not going after the B2B market. A question from Alfonso Enriquez. Thank you, but so thank you for taking the questions, both are in Portugal. Are you going to launch without an NRA agreement? Are you expecting to get one in the future? Do you think it is possible to remain without one? Well, thank you for the question, and certainly, we will launch the services regardless of whether an national roaming agreement is available or not. Whether we expect one to get in the future, we are open to sign one, but this is not our primary strategy.

Do you think it is possible to remain without one? Yeah, we think so. We think we can operate also without a roaming agreement in Portugal. Can you confirm current coverage in the country in terms of percent of mobile coverage and millions of households covered in fixed? So, apology, I think we covered, we mentioned. I mentioned this before. We will not be providing these detailed numbers as of now. Olivier Bernhard. Hi, an accounting question. Are all of your preparation launch costs in Portugal currently reflected in CapEx? There doesn't appear to be much of a step up in operating expenses in the other segment. Well, we have both. We have CapEx associated with the development and growth of both mobile and fixed in Portugal.

We also have negative EBITDA coming out of Portugal, and it is shown in the other segment, along with the positive Italian EBITDA and negative Dutch costs that we have at the level of the holding company. I hope it helps, but we have both. We have both CapEx and OpEx costs reflected in our financials. I think David Gorzynski is coming back with a clarification on an earlier question about the sale of networks in Spain, and he says that he meant customer penetration, number of customers, number of homes passed . Apologies.

This is way too detailed, and it is difficult to—I mean, sorry, just for the benefit of all listeners, the question would translate into the following: What is the remaining penetration on the networks that remain in Digi's possession? I think, one, we have not really shared the penetration overall, which we will also not do today. But just commenting broadly on the Macquarie transaction, I think the penetration would not change, because our networks are more or less similar across the whole geography of Spain, and what we sell is not very different from what we keep. So the penetration of the sold networks and penetration of the maintained networks is more or less the same.

So a question from anonymous: Do you think Digi can build fiber cheaper than others? And if so, what is the source of competitive advantage, please? Yeah, I think no, sorry, I'm not sure I can. I should go into this question because it's really a comparative question, comparing us to the others, and, yeah, I, I'm not sure this is. It's way too, or shall I say, rhetorical, and let's rather not go there. But, but thank you. I mean, I'm not sure I can be helpful. What are the plans for starting deployment of your own mobile networks in Spain? It's a question from Monica. Thank you for the question.

Well, it's later on, it's later on for the second part of this year, beginning of next year, because we are in the process of obtaining the frequencies from Orange/ MasMovil. We have obtained. Yeah, sorry, just to explain it a bit more detail, but still on a general scale. We are in the process of dealing with the Spanish authorities for transferring the spectrum title to us. Once it is finished, and we hope, and we expect this to be completed in the coming weeks, we will have the right to have the spectrum. However, on a technical level, the spectrum will be transferred to us only during next year, so around mid of 2025. Why so?

Because for both Orange and MasMovil to release the spectrum, it takes time, because currently, the spectrum is used by the operations. That was embedded into the remedy package that is basically part of the remedy transaction. Now, we will align the network development with, on one hand, availability of the frequencies, on the other hand, with the timing of the long-term national roaming, but also network sharing agreement, that we expect to have signed in the coming weeks. And once basically it is done, we will be able to decide sooner. But before that, it still remains, we are still in early, very early preparatory phase. So a question from anonymous. Thanks for all the answers.

Can you say roughly how many mobile sites you have now live in Portugal and Belgium? Yeah, sorry, I will not be helpful. We will announce this towards the launch of the services and of the network. Thank you. Sorry. Question from Emil: What is the reason why the launch of the services in Portugal was delayed? Last year gave us, you gave the beginning of 2024 as your target. It is true that we were more bullish, but early, earlier.

But as you on one hand, launching the network in about 2 years' time from the moment you win the frequencies, you win the licenses, I think, and it's a fully owned, it's 100% owned, it's 100% proprietary network, is a very short time, I think, for any operator. And postponing the network launch by a couple of months is not a big delay. So yes, but no other comment. Question from Gra: What is the main driver of the year-on-year ARPU decline in the other segment from EUR 6.2 -EUR 5.9 ?

So at the segment, at this moment, it includes only Italian operations, and this is the result of our offering, our improved offering, and the result of, as I said, as I mentioned, our customers taking more advantages offers from us. So a question from Alfonso Enriquez: Is there any regulation in Portugal or in the spectrum license that you bought that entitles you to NRA? Not directly. So no operator is obliged to provide us an offer or no. Sorry, there is no mandatory provision that would give us an NRA that we can use. I'm not sure that my answer is very, very clear, excuse me.

But while we have received offers in Portugal for national roaming agreement, these offers are expensive, and neither we are obliged to take these offers, nor the other operators are obliged to improve them. So which basically is not a strong commitment, is not a strong obligation on part of anyone to provide a functioning NRA. It's really up to the other operators to, if they want us on their network, to provide an offer that works. If they do not want us on their network, they will not provide an offer. So a question from Christian Popa. Hi, congratulations for the great set of results. What will be the impact of the sale of the Spanish fiber network on EBITDA and reported P&L looking forward?

If unable to disclose, could you clarify how big is the fiber network you keep in Spain versus the one you sold? Is it of similar size? So yes, I will address just the second part of the network, and I did mention it before. We have more than we have over 9 million homes passed in Spain at this moment, of which at the moment of closing the Macquarie transaction, we will dispose of 4.25 million. So we will remain with 4.75 million homes passed or more, because we continue building the networks as we speak. And yeah, I hope this is helpful. A question from Mark Chapman.

Given the modest changes in launch timing, FTTH sales, spectrum remedies in Spain, could you please give some more guidance on your CapEx expectations for 2024 and 2025? Well, this question came late in the discussion, but it was certainly expected. Thank you. So I believe last time, in February, we mentioned that we expect around EUR 650 million in CapEx, in 2024. Because the year unfolds well operationally from the financing point of view, and in general, yeah, we are certainly revising this CapEx, slightly higher, to EUR 650 million-EUR 700 million for 2024. It is too early for us to judge 2025.

In any case, the underlying trend is that we will aim to manage, decrease our Romanian CapEx. We will aim to maintain, maybe increase our Spanish CapEx. We will aim to continue developing the Portuguese and Belgian operations in view of the launches and the network developments. So a question from Emil. What percentage of the fixed network in Spain was sold, and what percentage do you still keep? So I think it's a repeat. We don't need to answer it again. And so far, we've reached the end of the list. Okay, sorry, one more question from Russell Waller. Hi, on the recent deal with Macquarie, it's for 6 million HPs. Does that exclude the 1.5 million HPs with the Aberdeen joint venture?

So you will have 7.5 million total HPs in Spain, will the number of HPs grow from 7.5, or is 7.5 million the terminal amount? Let me come back to the main numbers. As I mentioned earlier, we have 9 million HPs, which in total, as of today, of which 4.25 million at closing, will be sold to Macquarie. The remaining 1.75 million from 4.25 million to 6 million will be built over the next four years or so. These are future home spots. In terms of Aberdeen, Aberdeen is included in the 9 million for a simple reason.

While we have the joint venture and the partnership with Aberdeen, as I mentioned during this call earlier, we maintain the majority ownership and the control of our common network with Aberdeen, and that's why we count these HPs as ours. The truth is, they are ours and Aberdeen's together, but again, the majority is on our side. And second question: Does this deal mean that there are going to be some homes with four fiber lines, one from Telefónica, Vodafone, Orange, MasMovil, and Macquarie, or is there a lot of sharing through IRUs? Well, I think it's a good question, and the idea is, I hope I had my Spanish colleagues on the call with me. I'm less of an expert in the Spanish networks.

However, in my understanding, in my view, you will not have, in most cases, four networks in the same building. You would have maybe two or three, because indeed, in many other cases, Telefónica, Orange, Vodafone, and other operators are using IRU sharing. It's yes and no. It's not really four networks, but it's more than one. One more question from Russell: Have you said what the wholesale rate is on the fiber joint venture with Aberdeen and Macquarie? No, unfortunately not. Yeah. Okay. Question from Oliver Blackman: Why have you decided not to refinance the 2025 bond in public markets? Yeah, it's a fair question. We are certainly open and keen to come back to the bond markets, but not in 2024.

Maybe we've been spoiled too much by the pre-COVID markets. Maybe this is absurd in today's context wishing for such low rates. But again, we remain open, but not as of yet. We are lacking questions for the moment. I hope it was an extensive discussion. We'll wait on the line for a minute or two to see if there are more questions. If not, we will close the line. So no questions so far. I'll just come briefly to one of the earlier questions I couldn't answer for the net working capital changes in Q1, and the answer is very, very simple. Excuse me for not being able to address it immediately.

There's a EUR 450 million change, coming from reclassification of the bond that is maturing in February 2025, from the long term to short term. So nothing wrong with us, it is well expected, and as we said, we intend to refinance it in Q4 this year. Yeah, I hope this helpful. With this, we close our discussion, and we will invite you to discuss our second quarter results in mid-August. Thank you very much once again, and all the best. Bye-bye.

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