Good afternoon, everyone, and welcome to the Digi Communications and Investors Q3 2025 financial results presentation. A copy of the corresponding report is posted in the Investor Relations section of Digi's website at digi-communications.org. 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 can start, 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 that are implied by such forward-looking statements.
Due to the risks and uncertainties associated with Digi Communications and Investor Relations, which include, amongst others, various risks related to our business, risks related to regulatory matters and litigation, risks related to investment 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 and Investors, and Mr. Dan Ionita, the company's CFO. We may now begin the call.
Thank you very much, Mariana. Good afternoon, ladies and gentlemen. Welcome to our third quarter 2025 results call. Just a short, brief announcement: we also have a guest to our presentation today. It is our colleague, Marius Berzaro, the head of our Spanish operations. As we discussed last time, we think, we thought that it's time for our Spanish colleagues to join our calls and also to present their modern, outstanding results. With this very short introduction, once again, thank you, and we'll start going through the slides. Q3, another outstanding, amazing quarter with sales reaching EUR 1.6 billion in the nine months to September 30, 16% up from year- on- year, of course, helped by our Spanish operations and by outstanding developments also in Romania, but also growth in Portugal.
RGUs, almost 70% increase year- on- year, surpassing now, he'll say, the 30 million mark, being at 30.7 million users. As you can appreciate, 4.4 million addition in the last four quarters. Of course, part of it came from M&A in Portugal, but most of the result, or the majority of the result, is organic and again, comes from our Spanish and the Romanian operations. EBITDA, up 3.2 million to EUR 527 million with IFRS 16 numbers, EUR 435 million without IFRS 16 numbers. Romania, a very healthy, very robust growth of 7.1%. Mobile RGUs, 13% growth to 7.2 million users. Broadband RGUs, 6% growth to 5.1 million users. Pay TV RGUs, almost 3% growth to 6 million users. I mentioned, but the focus of our presentation will really be Spain today.
Just continue very, very strong, very robust performance with 29% growth in RGUs. Mobile users reaching close to 7 million users, 25% growth year- on- year. Broadband users growing at 34% to 2.4 million users. Fixed telephony users, 32% growth to 768,000 RGUs. We continue to focus, to execute and focus our strategy in a very continuous way. No changes. We focus on our core markets, Romania and Spain. We focus on our new markets, Portugal, Belgium. We achieve outstanding growth across the core markets. We grow in the new markets. So far, everything is just on track and no changes, no deviations from the previous quarters. Also, we will discuss that we continue our investments as this is the key to our performance, both in mobile and in fixed segment. Just a few words on recent developments.
In July and subsequently in November, we have signed two agreements with our partners in Belgium, with our partners at CityMesh. These agreements basically increase the share capital of the Belgian, streamline the Belgian operations, aligning all the companies, all the entities under one group company, which is called Digi Belgium SA. We have also converted the shareholder loans into equity. As of this moment, the share capital of our Belgian operations is over EUR 180 million. We also control about 77% of the venture. However, it continues to operate as a joint venture between us and CityMesh with decisions on the day-to-day operations and strategy being taken together. We have concluded on October 1, the acquisition of Telekom Romania Mobile. We acquired part of Telekom assets. We have acquired around 42 megahertz of spectrum from Telekom. We acquired a number of sites, approximately 700 plus mobile towers.
Sorry, to be a bit more correct, around 560 mobile towers and the remaining towers, we acquired access to those towers. We acquired the prepaid business of Telekom Romania Mobile, which we are integrating at this moment. The value of the transaction was EUR 40 million, and the transaction, as I said, was successfully closed on October the 1st. We have finalized also on October the 1st the Spanish project in the Andalusia region, whereby in partnership with Aberdeen, we developed a number of 2.5 million network covering encompassing 2.5 million homes passed. The entire project value was EUR 300 million, and the project value was realized about EUR 80 million, approximately EUR 80 million or so, were financed by external debt financing, while the remaining parts were put in equal parts by us, by the partners.
Last, but certainly not least, we are very happy to have recently refinanced, yeah, approximately two weeks ago, the EUR 400 million notes that were due in 2028. It was part of a EUR 600 million issuance, six-year issuance due in 2031. We issued notes at an interest rate of 4.6-5%. The funds were used, as I said, to refinance the EUR 400 million notes outstanding and due in 2028, but as well certain facilities that are maturing during next year in 2026. This helps us to improve our repayment profile for the short run, as you will see on the indebtedness slide in a few minutes. Just to run quickly through the key numbers, Romania, we are very happy to have reached the milestone of 300. In fact, it is just below 300, but the rounding is correct.
It's EUR 300 million result for in the third quarter of 2025. Spain, very close, coming very close to Romania at almost EUR 250 million in sales. Portugal, EUR 17.6 million, and the Italian operations, EUR 8.6 million in revenues in the third quarter. RGUs, we mentioned, grew significantly. Romania surpassing 19 million, Spain surpassing 10 million RGUs, and overall we are over 30.7 million RGUs. Just going slightly more into financial details, third quarter sales, EUR 562 million, third quarter CapEx at EUR 166 million, in line with CapEx from a year ago. EBITDA in the third quarter, EUR 157 million without the impact of IFRS 16, 4% up from EUR 151 million a year ago. As usual, growth in revenues, growth in EBITDA was fueled by growth in RGUs. I mean, our ARPUs are very stable in Romania. We had certain price changes executed in Spain.
Marius will discuss on that more in the coming slides. However, the overall result is that we have picked up in the number of sales, and I think we compensate very well the small reduction in the revenues that is coming from the ARPU decrease by higher volume. I did mention CapEx at 100, one second, just to come one slide back. I did mention CapEx at EUR 166 million. As you see, during 2024, our CapEx amounted to EUR 885 million for the group. We expect a decline in the order of magnitude between EUR 80-EUR 100 million for this year, primarily driven by events of the last quarter of last year. As you remember, we acquired Novo, paying approximately EUR 110 million in the fourth quarter of last year. This year, this is not repeated. We basically, we acquired Telekom Romania Mobile, but the payment was significantly less at EUR 40 million.
RGUs, the profile is continuous for us. We continue growing across all business lines, including Pay TV, including broadband, and of course, mobile. Mobile is by far the largest segment with 15 million RGUs scattered across all our geographies. This is certainly the segment which will continue the fastest growth, given that this is the fastest growing segment in Romania. This continues to be the very strong growing segment in Spain, both in absolute terms and in relative terms. This is the segment that performs best also in Portugal and in Italy. I mentioned this a bit before. Romania, 7% up year- on- year to more than 19 million RGUs. Spain, almost 30% up year- on- year to more than 10 million RGUs. Portugal at 813,000 RGUs, most of them mobile RGUs. Italy, 521,000 RGUs with 10% growth year- on- year.
Overall, all in all, 17% growth to EUR 30.7 million. Just a few words on portability. Again, we are very proud of these slides because they show the quality of our sales results and our sales in mobile. The customers that port from other networks have much lower churn, less intention to leave and, yeah, stay much longer. Yeah, in Romania, in the first nine months, we had almost 580,000 customers coming from other networks. In Spain, the same number was over 1 million users, an outstanding result, while net portability was 600,000 mobile users. Fixed telephony portability was at 177,000 users and 152,000 users in the same period in Spain. Having rushed you all through these slides, I open the floor to Marius. Marius will discuss our results in Spain also for 2025, but the presentation will be maybe different from a usual quarterly call.
Marius will also be discussing maybe key factors that brought us here. I hope you are interested in our story, and I hope you enjoy. Thank you very much. Marius, please welcome. I hope it works technically because Marius is, of course, 3,000 kilometers away. We are in Bucharest. He is in Madrid. I hope Zoom is with us. Thank you.
Thank you, Serghei. I hope you hear me well.
Yeah, we do. We do. Thank you.
Thank you, Marius. Please go on.
Hello, everybody. Glad to be with you today and to share with you our results and the progress of Digi in Spain in the last quarters. As you know, the goal of Digi in Spain, as in all countries where we operate, is to offer very good quality services with advanced technology and for a very competitive and accessible price.
In this sense, our commercial offer in Spain is based or starts or initiates from the long-term effort of deploying FTTH networks that we started back in 2018, and which allowed us to offer the most advanced FTTH technology available to our customers, which is XGS-PON, the gigabits per second, and also become the fastest fixed broadband operator in Spain consecutively for the last five years. Our commercial proposal is truly focused on customers' expectations and satisfaction. It is very open and transparent. In this sense, I can give you a couple of examples. For example, every time we perform an improvement in the prices or in the products, depending either available speed or volume of traffic for mobile services available, we automatically apply to all customers that we have at the same time as for new customers all these benefits, and they do not have to ask for it.
It is completely automatic, which in effect means that all our customers benefit from the most competitive offer we have. As such, we do not have backbook offers active in our customer base practically. Also, we operate an open bundle model for all our services. Customers are free to choose any of the services they would like to subscribe. We do not offer closed bundles. In this sense, the services subscribed by our customers are actual services they requested and they actually need. Also, since we launched our activity in 2008, one thing that was characterizing our offer is that we have not increased prices not even once since then. We offer a very stable pricing model to our customers with no surprises in cost increases in this sense.
Overall, our commercial offer is a very competitive one presently and allows for cost savings for our customers of in between 30-50% compared to the backbook offers of our competition. This competitive and transparent commercial offer and the very good quality services that we offer are reflected also by the constant high MPS levels. For example, in the last four years, we had constantly over 60 the level of MPS and the low annual churn that we have, especially in the footprint that we deployed ourselves, the smart footprint with a 13.4% annual churn. During the last 12 months, we initiated a transformation of our commercial offer from an MVNO model to an MNO model. You may have seen that from time to time, we perform changes to our offer.
This was all part of an objective of transforming our offer practically to what we understand or we call an MNO model kind of offer, which in effect means a more streamlined commercial portfolio with fewer mobile products, less focus on mobile products with buckets of gigabits, and more focus on unlimited mobile data, similarly like the offer we have in Romania, more competitive fixed broadband products, and also complemented by Pay TV services, which is launched back in December 2024. In the next slide, we provide more detail for the actual or the most important critical factor of success of Digi in Spain in the last years, which is the deployment in a vertically integrated model with own employees of our FTTH network.
The solution of deploying with own employees allowed us to roll out and to operate on a daily basis with very good quality our networks, to deploy networks with future-proof technologies like XGS-PON, and also allowed us for economies of scale and cost efficiencies that are very good both on CapEx and on OpEx and very competitive compared to the market. By September 2025, we reached a total footprint deployed by Digi in Spain, the footprint that we call smart footprint of 30 million homes, for which we managed to achieve an overall average cost of deployment historically since 2018 up to today of EUR 48 per home passed, which is very, very competitive compared to what we know that competition could achieve in the past. The speed of deployment continues to be high presently.
Last year, we rolled out 3 million homes passed, and this year, in the first nine months of the year, we rolled out 2 million homes passed. Our goal for the next three to four years, as we stated in the past, is to continue to deploy networks, FTTH networks of our own, and to reach a footprint of 20 million homes passed. On the bottom left graph of the slide, you can see the constant evolution of the take-up of the smart footprint that we deployed, reaching by September 2025, 15.3% level. More importantly, on the top left graph of the slide, you can better interpret and understand this result, this blended result, by the individual take-ups of each of the cohorts of our deployment of network if we consider them based on the year of each year of deploymen
A couple of comments in this sense. Our competitive offer is attractive and continues to generate growth in all cohorts, including in the initial ones, so 2019, 2020, which were more focused in Madrid in some more successful commercial areas initially, where we have levels of penetration now of more than 25% or 27%. Also, in the newer cohorts, we benefit from higher take-up and faster ramp-up compared to the initial cohorts. If in the initial cohorts, we had in the first year take-ups of 3%, now in the newer cohorts, practically we start from 5-6% initial take-up. Lastly, related to the network partnership we concluded during the last two years, as Serghei mentioned, on the 1st of October, we concluded the delivery of the last batch of homes for the 2.5 million homes passed project in the Gianna Lucia project.
Also, for the sale of network to SOTA, we are ahead of schedule. We deliver up to September 2025, 5.25 million homes passed. We intend to accelerate the delivery calendar for the next year, to December 2026, instead of closing it in March 2027. Faster deployment. On the next slide, we can see how these great results in terms of deployment allowed us to increase our commercial traction in 2025, 2025 being the fastest growth year for Digi in Spain, both for fixed and mobile services. In fixed broadband, we reached 2.43 million customers of fixed broadband. Actually, as of today, we are in 2.5 million with a growth of 165,000 nets in the quarter.
As in the last, and also in the last 18 months of growth in Spain, 100% of the net growth we generated came from the smart footprint, so the network that we deployed. That is partially also the explanation for the gradual decrease in ARPU as new customers joining in come with more competitive pricing that we offer on our smart footprint. In the last 12 months, the market share increase we have for fixed broadband in Spain is 2.2%, reaching 12.1% by September, by August, actually. As I mentioned, this is generated, our growth is generated only in part of Spain in the footprint of smart. If we would have to extrapolate this to total footprint, to total homes in Spain, probably the growth that we would have had in market share would be even larger.
With the competitive smart offer, we also managed to create a new market for fixed broadband. 25% of the new subscribers coming into Digi are telling us that they have not been subscribers of fixed broadband services in the three months before joining us. On the bottom left graph, we can see also the evolution for the mobile services. For this year, we are growing at our fastest pace ever, which is a confirmation that the transformation of the commercial offer that we initiated last year is effective. Even though there is a decrease in ARPU during the last 12 months, and it is significant, it is compensated gradually by the growth of the customer base.
Specifically for the mobile growth, 75% of the nets of the mobile lines are convergent, so are generated by convergent sales, which confirms once more that our value proposition for the customers is understood by our customers, and they are bringing all the services to us, practically. In the next slide, you can see the constant growth of the revenues over the last five quarters, regardless of the fact that there was an effect of ARPU dilution that was more than compensated by the customer base growth. On the bottom left side of the slide, we are presenting the gross margin evolution for fixed broadband for the last five quarters, as mentioned before. In September 2024, we sold part of the network in Spain to SOTA. As an effect, also, we entered into a Bistrim wholesale services agreement for our customers to access the network.
As an effect, there was an increase in OpEx in Q4 2024, which is the first full quarter of Bistrim services with SOTA compared to Q3. That had an effect of a decrease of 10% of the fixed broadband margin quarter on quarter. Since then, practically, the margin gradually improved. On the mobile side of the gross margin evolution, from quarter four 2024, quarter one this year, and quarter two this year, the evolution is determined by the growth of the customer base and offset by the ARPU dilution. Whereas starting with 1st of July 2025, practically, we entered into a new phase of our evolution in Spain. Practically, we improved significantly our gross margin as the new model of mobile telephony costs comes into force, the MNO economics model, as we call it.
This MNO economics model allows us to improve the cost structure, but also the competitiveness of our commercial offer. Compared to the previous model of the cost when we were an MVNO until 2024, the new MNO model provides a more fixed cost structure, so allows us to have more economies of scale when we grow. This model is less variable per customer or per volume of traffic, data traffic, like in the past. It is based on a mix of OpEx and CapEx elements. We have on the right side of the slide a couple of examples in this sense for the OpEx cost that we have. We have now a mix of costs from the national revenue agreement with Telefónica, which behaves in a more semi-variable model compared to previous models.
We have also costs related to RAN and spectrum sharing agreement, which tend to vary, but not with customers, but with the actual number of macro owner that we agree. We have an additional cost for spectrum fees, which is an annual fixed cost. We have, starting this year, CapEx costs, which are related to the acquisition of the 60 megahertz spectrum and to the RAN sharing implementation in itself. On an overall, in Q3 2025, the MNO economics model contributed to a net decrease of the mobile telephony OpEx of EUR 10.6 million compared to Q2.
We can see this in more detail in the next slide, where we present the evolution of the adjusted EBITDA for the last five quarters, an evolution which reflects the impact of the commercial offer transition to the MNO model and to the structural direct cost changes for SOTA and for mobile MNO economics. Here we have a couple of focus points. One is in Q4 2024, as explained before, the adjusted EBITDA decrease is mainly explained by the net impact quarter on quarter of EUR 8.6 million related to SOTA Bistrim fees and also the improvement of the commercial offer that we did in October 2024. The transition from MVNO to MNO commercial offer resulted in a stable adjusted EBITDA for the next three to four quarters.
In September 25, we improved for the last time the commercial offer, especially across unlimited data offers, and generated an impact of EUR 1.1 million over the revenues of Q3. We expect that the full effect will be seen in Q4 with an overall effect of EUR 6.6 million impact. Lastly, in Q3, as mentioned, the MNO economics model contributed to a positive impact of EUR 10.6 million over the quarter. All in all, a very good result of the EBITDA for the quarter, adjusted EBITDA for the quarter of 54.5, 50% higher than the previous quarter. With this, I conclude the part related to Spain. Back to Serghei.
Yeah, thank you very much, Marius. Just a couple of slides for us before we go into Q&A.
After the, well, prior to refinancing and as of September, we had the total gross debt of EUR 1.8 billion, net debt of EUR 1.7 billion, and leverage at 2.95 times on a net basis. What you see in front, what you see in front of you is the old repayment profile. Apology, we should have inserted here the new repayment profile, but just looking at the charts, I realize only now that this information is missing. In any case, as I did mention, we will not have, we will have EUR 50 million less repayments in 2026. The 2027 repayments are the same, so unchanged, and 2028 repayments are EUR 400 million less. Of course, we have now notes outstanding in 2031, EUR 600 million.
If you have patience with us, when we upload this presentation in a few days, or when we re-upload the presentation in a few days to the website, we will have the chart corrected, reflecting both the Q3 numbers, but also the numbers post-refinancing. Apology for that. Moving on and just concluding the presentation, I think we are very well set to execute all our projects for 2025, and we are also set to continue to open a successful 2026 with Spain and Romania continuing the commercial momentum, continuing growing the customer numbers. We certainly will focus to maintain our speed of growth, especially in mobile in Romania across all segments in Spain. We will, of course, continue our focus in the new markets in Portugal and in Belgium.
We are set to run a smaller CapEx in comparison to 2024 and 2025, but still, we are set to continue developing the networks in Spain, just like Marius discussed, and also integrating telecom assets in Romania, making sure that we benefit from the best network, best coverage, and we are able to offer best services to all our customers. Again, we will continue focusing on Portugal, which has performed pretty well in the third quarter, improving its EBITDA performance. We will, of course, aim to grow our sales and grow our footprint in that territory. Having said this, we thank you very much. It was a bit longer, but thank you very much to Marius for going so deep and so detailed into our Spanish operations. We sincerely hope it was helpful to all of you. Yeah, you're welcome to ask questions.
Yes, I will read the questions, and I will try to dispatch the questions either to Marius or to Dan, or I will answer myself. The first question is from Bert Bruns. I have two questions on Belgium and one on the group. In Belgium, you raised SEC in Digi Belgium due to the choice of CityMesh. Are you disappointed that CityMesh is investing less in Digi? What is your reaction to the number of mobile RGUs in Belgium? The second question is, the Spanish press wrote that Telefónica might acquire Digi Group. Are there any talks going on? Thank you. Indeed, we have, as I mentioned, we have had, coming back to Belgium, as I mentioned, we have had two capital increases in Digi Belgium. One in July, early in July. The other one as recent as 10 days ago.
This was a result of our mutual discussion and mutual understanding between both us and CityMesh. The question is somewhat wrong. I think the question assumes it wrong that these changes or these decisions were the choice of CityMesh. As I mentioned, we run the joint venture together, and all major decisions or most decisions are taken together. Whether we are disappointed that CityMesh is investing less in Digi? No, I do not think so. I mean, we are different. Digi is a bigger group, a bigger company than CityMesh is. I think everybody has its merits, its good points, its weaker points. Everybody has its capacity to invest, so it is what it is. We are going to execute our plan one way or the other. Yeah, I do not know. There is little to comment.
I'd say that I hope I'm giving you some light that we are cooperating and go ahead in Belgium, and there's nothing wrong about that. I'm not sure I can provide more insight. I'm not sure if that's exactly what you're looking for. Second question on Belgium is, what is your reaction on the number of mobile RGUs in Belgium? It is a new market to us, just like Portugal is. We are at the very beginning, third quarter of operation, or third full quarter of operation. We are learning as we go. Yeah, we are happy that we are able to provide services to more than 80,000 users. We are happy that the service is very actively used with good data usage, with good voice and SMS usage on the network, comparable with all our markets where we operate in. So far, so good.
Of course, we will, we and our colleagues in Belgium will continue the efforts to increase sales, to improve sales, also to build and increase the coverage of our mobile network and overall improve our operations. I think my answers to both similar questions on Belgium and Portugal will be similar. We are still at the beginning. We are learning, but we are satisfied with our operations. The third one, it is a tough one. I think the question, indeed, there were some news in the Spanish press about Telefónica acquiring Digi, but I think this is really the question to the Spanish press. There is little else we can add to this one. Thank you. Yeah, question from Cosmin Paraskiv. What is the plan with the Spanish operation? Is a potential sale of the division still on the table?
The second question, can you comment on the rumors of being acquired by Telefónica? The second one we have touched, but thank you very much to Cosmin for the first part of the question because I just realized that we have made an announcement a few weeks ago on the stock exchange saying that we are considering our strategic options in Spain, possibly allowing for a partial IPO of Spain, and that we have also engaged advisors in that respect. This announcement is also repeated in our quarterly report that was published earlier today. Apology for not having insisted on it during the presentation, but once again, the question is very helpful. Having said this, basically, I just want to reiterate that we are not sellers of the assets. We are long-term holders of the assets.
We are looking for, at any time, for the best and most effective solutions to increase value both of the group, but also of any entity within the group. We believe that at this moment, Spain is very mature, very successful within our group, very successful as an established European telecom operator. This is the time for us to let Spain access the capital markets, either equity or debt or, yeah, basically any shape or form. We have refinanced our 2028 notes, just like we mentioned a few minutes ago, with new notes due in 2031. Part of this exercise was meant to restructure the various guarantees that were the various cross-guarantees that existed in the group between us and the Spanish operations, back and forth. All these ties were severed.
They were cut just to make sure that we create an independent group within our group, the Spanish group. Basically, from now on, Spain is, again, as I said, mature and able to access its own debt solutions and its own capital market products, again, be it equity or debt in any space or form. Thank you very much for the question, and thank you for the opportunity to explain this better. A question from Giovanni. Can you please, Giovanni Reichenbach, can you please explain why mobile and broadband networks in Portugal are not accelerating following the launch last year? Giovanni, like we said last, like we mentioned on the last quarter call, we are growing in mobile in Portugal. As a matter of fact, we have added around 23,000 RGUs quarter on quarter from Q3, at the end of Q3 versus Q2.
Also, just like I mentioned last time, the dynamic is a bit more complex. We are adding a significantly larger number, but we experience certain churn more in the Novo operations. Due to this reason, the results are smaller. Overall, we think the attraction is good. We will also, of course, want, like any operator, to improve and increase our sales, but this is a matter for us to track and follow. I mean, we are extremely preoccupied with this, and we will continue to deliver on this as we go forward. The second question from Giovanni. In the second quarter, you mentioned you would start consolidating the assets in Belgium. Is it still the case? If so, from when? Yes, I have to update.
That was our expectation, indeed, in the second quarter, that we will be consolidating the Belgian operations starting with the third quarter. This is not the case. I think I did mention it last time, but this is something we are discussing in depth with accountants and with auditors. As a matter of fact, due to continuous combined control in terms, as I mentioned, for operational and major strategic decisions, this cannot be qualified as a consolidation, as a case for consolidation. For now, we will continue as a joint venture. Question number three. On a pro forma basis for the refinancing, can you please provide the updated amount of committed and drawn credit facilities available to the company? Yeah, you keep repeating. I'm not sure I have this number handy.
We'll try to sum up the numbers, and if we are ready before the end of the call, we'll come back with the answer. There's a follow-up question from Giovanni, and I maybe let Marius comment. The question is, you mentioned the lower OpEx in Spain, but how much did CapEx increase instead? One second for Marius to reconnect. Marius, do you hear us?
Yes.
Yeah. Giovanni, you are referring to the mobile business of Q3? Yes. The CapEx for Q3 was in the range of EUR 2.7-3 million for mobile network deployment. The increased CapEx, that's the increased CapEx, that's what you mean? The network rollout, mobile network rollout CapEx. Additionally to that, EUR 30 million of CapEx related to the spectrum acquisition of 60 megahertz. Yeah, which is a one-time. Which is one-time in Q3. Yes.
Giovanni, I'm not sure if that was clearly heard. The rollout CapEx in Q3 was between EUR 2 million and EUR 3 million, and the CapEx associated with the purchase of the mobile frequency from MásMóvil and Orange was EUR 30 million, and it was paid in Q3. Question from Bojan Jurković. Congratulations on the results. Two questions. Could you please confirm having discussions about market consolidation in Spain? We touched on this one. I will not come back. Second question from Bojan. What can you tell us on the CapEx development for 2026, and will it be connected to the potential IPO? It is a good question. Thank you. As I did mention, we intend to broadly decrease the CapEx to around EUR 800 million-EUR 820 million for 2025.
A significant decrease, I mean, a significant decrease from the last year CapEx that we had, once again, due to the fact that Novo was a one-time one-off acquisition. We do intend to decrease CapEx further, and our expectation for CapEx is to be in the area of EUR 750 million-EUR 800 million for 2026. If IPO is, if IPO plans or if possible potential IPO is connected to CapEx, yes or no? I'd rather say no, although, of course, if we have more funds available to us, we could speed up certain projects. However, our overall CapEx in Spain is EUR 350 million-EUR 400 million approximately per year. It is expected to remain stable during 2026 in comparison to 2025. We have no immediate intentions to accelerate significantly.
However, again, we leave this point open, and if we consider that there are projects or there are plans that are worth accelerating, we will take those into account. Not for now. We are certainly not dependent on the IPO to execute our CapEx plan. We are fully funded from this point of view, both from our internal cash flow, but also from the funds that we expect to collect from the SOTA project, the project that we run together with Macquarie and other funds in Spain, as well as maybe marginal additional financing that we are able to raise in Spain if needed. Question from Piotr Czechurski. What level of CapEx and FCF do you expect to record in 2025 and 2026? Piotr, I'll stay in the CapEx.
Referring to CapEx, I did mention this year CapEx as an order of magnitude of EUR 820 million. Next year, certainly below EUR 800 million, in the area of EUR 750-800 million. In terms of EBITDA, I mean, again, just a ballpark number, a very rough approximation for 2025, we expect a number in the area of EUR 600 million, maybe just slightly below. For 2025, the EUR 600 million number, maybe slightly below. For 2026, we do expect an important EBITDA improvement. It mostly comes, most of it comes from the Spanish operations. Just like Marius said, we are extremely happy to have increased our Spanish EBITDA by more than 50% in the third quarter. This EBITDA is permanent. As you see, we are growing 30% year-on-year RGU-wise. We expect this growth to continue, and this growth to result both in revenue and in profitability.
All in all, I think on the group level, we do expect an EBITDA improvement between 10% and 20%. Quite a significant jump. Again, Romania continues to improve its EBITDA in relation to growth. Spain is significantly improving its EBITDA, while Portugal is making steps in managing its break-even point and accelerating its break-even position. What target? Another question from Piotr. What target EBITDA margin do you expect in Spain? What margin do you expect to record in 2025 and 2026? I'll let Marius speak on this again. Yeah, one second for Marius to reconnect. EBITDA margin, Spain, 2025- 2026.
I would say for the long term, maybe next five years, our goal is to reach or to approach 30% level of EBITDA in Spain. This year, it's a transitional year in between the two models.
Probably we will be a little bit below 20%, and next year to gradually increase maybe in the range of 23-24%. Yeah. These numbers are, of course, without IFRS 16 impact. These are the small EBITDA numbers.
Next question is from Ganesh. Could you provide some color on your fiber rollout in Belgium market? How many homes passed do you have in Belgium? Do you have any specific target near-term? We did mention that Belgium is the most demanding market from this point of view. I mean, we have to do significant effort to build our own networks there. We are over 80,000 homes passed today. We expect to have 100,000 homes passed by the end of the year or around the end of the year result. We will not publish targets. We are still at the beginning. We are learning.
Of course, we would like to accelerate, but yeah, I think this is helpful so far. Yeah. Questions from Flavio Nunes from the Portuguese newspaper Echo. The first question is, you've said you paid EUR 110 million for Novo, not the EUR 150 million expected. Are the remaining EUR 40 million still due? Or can you explain the discount? No, there is no discount at all. Novo, I mean, EUR 150 million is the total price of the transaction subject to certain adjustments, but also it's on enterprise value. It's on EV basis. EUR 150 million was the enterprise value. EUR 110 million was the effective price paid for the equity that we acquired in the operator at that moment. Second question. One year after starting commercial operations in Portugal, what is your assessment of the market and how do you view your path to profitability?
I think our feeling is mixed, but I'd say we are not really taking stock or reevaluating the result. Although you're right, one year has passed on November the 4th, just 10 days ago. I think we are extremely busy and concerned to improve our networks, to improve the coverage, to extend the coverage further of our fixed and of our mobile networks. We are very happy to have built between 4,400-4,500 mobile towers in three years or so of operation. We are very happy to have expanded our networks to more than 2.1 million homes passed. I think this is a big industrial achievement, again, to achieve in approximately three years plus. We are very happy to have the ability to service more than 800,000 customers, which also grow on a daily basis.
As you appreciate, we are the last, the latest, the youngest entrant to the Portuguese market. There is plenty of things for us to do. Overall, I'd say we are very much encouraged by the response of the Portuguese customers, by the fact that our services are sought for, looked for. Yeah, we are also very grateful to our customers for having the patience and to work with us in this first year of operation. We know that we are bringing latest technology-wise, latest services, good services. We know that we offer good quality, and we are working continuously to improve our quality. Last, we know that we also offer fair price. Once again, we also know that there is certainly a niche, a segment of users in Portugal that are appreciating this service and will continue to appreciate this service going forward.
I think it's too early to make big conclusions, but so far, so good. Thank you very much for noticing. It was really one year. Thank you. One more question from Flavio. OpEx in Portugal for nine months 2025 is about EUR 88 million versus roughly EUR 52 million in revenue. Could you disclose the level of CapEx in the country for the same period? I think our CapEx is in the area of EUR 120 million. It is still high. On the other hand, I'd say most of our CapEx effort is realized. Of course, we will continue. We are not stopping here. We'll continue with further improving and updating our networks, both mobile and fixed. We will continue to improve the fixed coverage.
Having said this, I'd say that certainly we have surpassed the peak of our investment, and certainly most significant, if not most, of the investment part is already made. Thank you. Question from Andrei. This is for Marius, I believe. What is the net debt for DigiSpain? This is the first question. Second question, adjusted EBITDA for DigiSpain increased from around EUR 40 million during previous quarters to EUR 61 million in Q3. What is the expectation for the adjusted EBITDA during Q4 versus Q3?
Thank you for the question, Andrei. For the question related to net debt, we expect by the end of this year to reach 2.6 times adjusted EBITDA, net debt adjusted EBITDA. I would say by the end of the year, we will be in the range of EUR 450 million of net debt in Spain.
For the next year, we expect organically to decrease this level of net debt due to the increase in EBITDA to probably 2.2 times net debt adjusted EBITDA. Sergey, please, if you can repeat the second question.
Adjusted EBITDA grew from EUR 40 million during the previous quarters to EUR 61 million in Q3. What is the expectation for Q4?
This is EBITDA, not adjusted EBITDA. It is post IFRS 16. The growth for Q3, as I mentioned, is related to the improvement in the economics. As Sergey said, this is a constant improvement. We will continue to see this level of EBITDA in the next quarters. In Q4, we expect a slightly lower EBITDA compared to Q3 due to the impact of the improvement of the commercial offer late in September. It would be probably EUR 2-3 million lower than Q3 EBITDA.
Yeah, thank you. There is also a second question from Andrei. The economic press in Spain mentioned that a possible IPO for DigiSpain could be made at an enterprise value EBITDA of nine times. Is this the valuation you are targeting? Thank you, but this is certainly something we will never comment. If a transaction will take place, it will be up to the market to decide. This is not something for us to comment. Thank you. Question from Jeremy Ben Nathan. What % of homes have now been passed in Portugal? Are you still on track for 50% at year-end? Thank you very much for the question. In terms of, as we said, we have more than 2.1 million homes. If you count by households, this is 50%.
If you count by homes, which includes also secondary homes or vacation homes, I believe it's one-third. We are roughly at this level. Next question, is the target still to reach 100% of homes passed? I think eventually, yes. We will also, but we will not be able to say when. We are not making these plans at this moment to make this. This is not our immediate priority. A question from Inish Pinto Miguel. When are you expecting to fully integrate Novo? Last May, you said Novo would be discontinued and all would start being Digi. Thank you. Indeed, ultimately, we intend to migrate all customers from Novo to Digi. We have migrated, I'd say, three quarters of mobile users to Digi already. Only a relatively smaller portion of Novo mobile customers remains.
We are less advanced in terms of fixed services, and this is something that we will continue. Migration will be, migration is not a paper migration. Migration is a technical migration, and it will take longer. How much is difficult to estimate? Yeah, but we will follow up. We will follow up on this in the future. So far, so good. No questions, no new questions for us. If you want to ask questions, please do so. Otherwise, we'll wait a couple of minutes on the line. A couple of questions from, just one second, a couple of questions from Nora. Does Orange's acquisition of its remaining stake in MásMóvil, and that's not to list MásMóvil, affect somehow your plans in Digi Spain? Let me just answer this for Marius. I believe no.
I mean, this is a corporate move at the level of Orange Group and MásMóvil shareholders. This is certainly not something that is affecting the commercial or market relationship in Spain. A second question from Nora is, when can we expect the consolidation of results in Belgium? If so, when? So far, we are not aiming, we are not targeting changes in our current project in Belgium. So far, we are in this joint venture partnership with CityMesh. If there will be new changes to this or new agreements or, yeah, modifications, we will let the market know. Question number three. Proximus is expected to increase prices as of January 2026. Can we expect a similar move from Digi in Belgium? We are constantly looking at our operations.
We are looking to improve our offering, and we have just recently also launched a EUR 7 project, EUR 7 mobile package in addition to our previous offers. Having said this, no, we do not intend to increase our prices. The last question from Nora. When shall we expect a spectrum license renewal in Portugal? We do not expect the, we acquired the licenses for 20 years in Portugal, so it is still a very long time before the renewal will take place. Having said this, the regulator is possibly intending to auction unsold spectrum. I am not aware currently of the calendar, but yes, there is a very expectation that in the coming periods, there will be possibly more spectrum sold to the players on the market. There are a couple of questions for Marius from Keval from Deutsche Bank. One second.
The first question is, are you happy with the current level of ARPU in Spain, or do you think ARPU needs to be higher over the medium term to help your returns? As you face wholesale costs on sold FTTH infrastructure, the first question is on ARPU, the long-term evolution of ARPU and what do we think of it. There is also a second question. Do you intend to sell more of the FTTH infrastructure that you are deploying?
Thank you. Thank you, Sergey. Very good question, Keval. Thank you. Related to the ARPU levels and the pricing in Spain, we recently modified the offer. It is much more competitive. From our point of view, we are very happy with the current commercial offer that we have.
Still, the effect on ARPU is not completely seen due to the fact that it was executed at the end of September. ARPU will continue to see some dilution effect in Q4. From the point of view of the competitiveness and the level of ARPU in itself and the pricing, we are very happy with the current results. It proved also in September, October, and November, the results that we've seen are very, very, very good, and we are growing at a faster pace than even before. From the point of view, we are happy with the offer and with the current level of pricing. We do not think that we need to have a higher ARPU over the medium-long term in order to be profitable or to be more profitable.
The growth in the next years of the gross margin and EBITDA will come also not only from the growth of the customer base in itself, but also from the fact that our cost structure, both for fixed and mobile, tends to be more efficient. With economies of scale and with volume, with scale, we'll be able to generate better margin of EBITDA. We don't actually need to increase prices or ARPU in order to accomplish that. Even though part of these customers will have to face wholesale costs on the FTTH infrastructure that we sold. For the second question related to selling more FTTH infrastructure, we are still currently pending to finalize the current agreement with SOTA. We still have to deploy 750,000 homes during this year, next year. For that, we are still pending to be paid an important amount.
With that, for us, it's enough for the next year from the point of view of financing the CapEx plan. We don't think that we need to sell more FTTH infrastructure with the current business plan. Yeah.
Thank you. Just coming back to the question from Giovanni. The Andron Bank commitments are in excess of past refinancing, past our refinancing, are in excess of EUR 125 million. Also, as of the end of third quarter and looking forward for the next 15 months up until December 2026, we expect to collect at least around EUR 125 million from Macquarie for the sale of the network in Spain. All available, both commitments, but also inflows that are not related to our day-to-day operations, are in excess of EUR 250 million. Yeah, there's one more question from Laheu.
Do you expect additional proceeds from your agreement with SOTA this year or in the years to come? If yes, could you give us an idea of the amount? I just touch on this. Basically, between today and end of December next year, the rough amount is in the area of EUR 125 million. Yeah. There is one more message from Giovanni. I also did not capture how much debt is currently located at the Spanish subsidiary level. I believe the debt under the Spanish subsidiary level is in the area of EUR 350 million, just ballpark number. Where is the Portuguese subsidiary located within the group? For example, is it under the Spanish OPCO or under the Romanian OPCO? I did mention this a bit earlier when describing the refinancing that we made. We have created two silos.
One silo is the Spanish silo, which includes DigiSpain and all of DigiSpain's subsidiaries. The other silo is the Romanian or the rest of the group silo, which includes Romania, but also all other subsidiaries, including Portugal, Italy, and any other assets that we may have. Portugal is under Romania. Yeah. I think it looks like this is it. We do not have questions either in the chat box nor by email. Thank you. We will reconnect then in February, discussing the fourth quarter results of DigiGroup. In the meantime, thank you very much to all of you for your interest. We hope you enjoyed our presentation. We hope that you also enjoyed our discussion on Spain and the results over there. Thank you very much once again. Bye-bye. The recording has stopped.