Hello, and welcome to this Proximus call. My name is Gaia, and I will be your coordinator for today's event. Please note, this conference is being recorded, and for the duration of the call, your lines will be on listen only. However, you will have the opportunity to ask questions at the end of the presentation. This can be done by pressing pound key five on your telephone keypad to register your questions at any time. If you wish to withdraw your questions, please press pound key six on your telephone keypad. I will now hand you over to your host, Nancy Goossens, investor relations lead, to begin today's conference. Thank you.
Thank you. Thank you, ladies and gentlemen. Also, thank you for joining our web conference on such short notice today. I'm here with the CEO, Stijn Bijnens, and the Interim CFO, Nicolas Gaertner. They will present a brief overview of the announcement made earlier this morning. After which, we will open the floor for your questions. With that said, let's get started. Stijn, I'll hand it over to you.
Thank you, Nancy, and welcome all. I'll start by going through the key elements of the transaction that we have announced this morning. As you could read in our press release, we have acquired the stake that Eurofiber owned in Unifiber, and this for a price of EUR 75 million. As such, we gained full ownership in Unifiber, which is a strategic asset that plays a crucial role in fiber deployment strategy in Belgium. Unifiber aims to pass 600,000 homes with fiber, with over half of major works already completed and mainly funded by debt, equity, IRU payments, and a Proximus convertible bond. Importantly, the transaction will lead to increased fiber ownership. As previously communicated, by 2030, we aim to cover about 60% of the Belgian population with fiber which we will fully own.
Full ownership of Unifiber means that we can unlock financial and operational synergies, and we can simplify the structure and achieve greater strategic flexibility. From a financial perspective, we remain committed to our cumulative organic free cash flow goals for 2025 to 2030. This includes Unifiber's consolidation and reflect updates following the finalized agreement with Telenet Wyre in Flanders. We also reaffirm our three-year dividend policy. Let me take a step back and give you a quick reminder on what Unifiber is about. Created in 2021 as a joint venture between Proximus and Eurofiber, Unifiber was set up to accelerate the deployment of an open fiber network in medium dense areas in Wallonia. As highlighted previously, a large part of the 600,000 homes passed target is already done. For over 300,000 premises, the most CapEx-intensive part is completed and about 230,000 qualify as homes passed.
Moreover, nearly all necessary Points of Presence, POPs, have been installed. The total expected CapEx for the fiber built by Unifiber was estimated at about EUR 1 billion, as previously announced in 2023. Most of Unifiber's funding comes from debt, with the remainder coming from equity contributions by both partners and EUR 20 million convertible bond from Proximus announced earlier this year. Finally, it's worth noting that according to the original joint venture agreement, Proximus was set to take control in Unifiber in 2031 through an automatic transfer of shares from Eurofiber to Proximus. I'll briefly outline the value accretive aspects of this transaction, which are twofold. Firstly, we will generate substantial synergies, and from a financial perspective, this will come from the refinancing of the debt of Unifiber at more beneficial rates for the Proximus Group.
The operational synergies will be driven by our strong proven track record on efficiently rolling out fiber. We have learned a lot since Proximus embarked on the JVs in the early days. We have gained a strong and proven track record in rolling out fiber. The Fiberklaar integration in the north specifically provided very useful insights. We know how to integrate and improve operations. Secondly, the acquisition also results in improved network ownership economics. Our network access cost will be structurally reduced. Eliminating rental payments on the Unifiber footprint will benefit our domestic EBITDA, and the elimination of IRU payments to Unifiber will further improve free cash flow. Additionally, we will fully capture third-party revenue inflows to Unifiber and maximize our value from the network by achieving high utilization, assuming regulatory approval. I'll now hand over to Nicolas for a closer look at the financials.
Thank you, Stijn. Let me start with the impact on CapEx. Today, we are adjusting the outlook that we provided at the CMD back in February. These changes are mostly attributable to the consolidation of Unifiber. For 2026, our CapEx will be up to EUR 1.3 billion compared to the previously communicated range of between EUR 1.2 billion and EUR 1.25 billion. As illustrated on the graph, next year we expect an increase year-on-year, and we consider 2027 to now be the peak year. Post-2027, we expect the CapEx to trend significantly down, and by 2030, we expect to be close to EUR 1.1 billion. Moving now to the group organic free cash flow.
Over the next five years on a cumulative basis, the CapEx consolidation effect will be fully offset by a number of positive elements, resulting in a similar organic free cash flow generation over that period as that communicated at the CMD in February. The largest offsetting element is working capital. You will remember that we explained at the CMD how working capital movements relating to the fiber rollout were negatively impacting our organic free cash flow over the coming years. With full ownership of Eurofiber, the previously planned IRU payments to Unifiber are now fully neutralized. We will also benefit from future third-party IRU to Unifiber. The same principles also benefit our EBITDA. There are also some impacts relating to the signed long-form agreement with Telenet Wyre in Flanders. The planned equity injections will also be eliminated. These charts may also look familiar to you.
On the left-hand side, we have updated the CMD chart showing expected CapEx and organic free cash flow per year over the 2025 to 2030 period. The full year 2026 organic free cash flow is expected to be around EUR 50 million, mainly reflecting the CapEx consolidation, partly offset by the elimination of working capital outflows. Over the subsequent years, we continue to expect a similar growth trajectory as the one shared during the CMD. For 2027, the organic free cash flow is expected to be above EUR 100 million and gradually improving to the ambition EUR 400 million by 2030.
With our organic free cash flow ambition remaining unchanged, we also reconfirm the shareholder remuneration policy, meaning we intend to pay a gross dividend of EUR 0.30 per share over the results of 2026, EUR 0.40 per share over the results of 2027, and EUR 0.50 per share over the results of 2028. Now, regarding our net debt position, we expect our net debt to EBITDA ratio, according to the S&P definition, to remain below three over the 2026-2028 period. S&P was already consolidating half of the Unifiber debt into Proximus financials. The acquisition leads to an increased net debt to EBITDA ratio, as you can see on the graph, keeping us right below the 3x threshold, with deleveraging expected from 2028 as previously anticipated. Putting all these elements together, we update our financial outlook as shown on the right-hand side here.
I already touched on updated guidance for CapEx, organic free cash flow, net debt ratio, and dividend. Let me just briefly cover the two metrics at the top of the table. For domestic services revenue, our expectations remain unchanged, so broadly stable for 2026 and growing over the two-year period 2026-2028 with a 1%-2% CAGR. The 2026 domestic EBITDA is also unchanged, so expect it to remain broadly stable while we now anticipate a slight growth over the two-year period, 2026-2028, driven over that period by the structural elimination of network access costs to Unifiber. With this, we have ended our presentation, so we can now take your questions.
As a reminder, if you would like to ask a question or make a contribution on today's call, please press pound key five on your telephone keypad. To withdraw your question, please press pound key six. You will be advised when to ask your question. The first question is coming from Dhruva Shah from UBS. Your line is now open. Please go ahead.
Hi. Thanks very much for taking the question. I have just the one, please, and it's, I think, a simple one in terms of why consolidate now at the time of Q1 results, given you offered the additional loan to Unifiber. It did seem as though the other shareholders may not have been willing to put in further funding. Was this consolidation done now simply due to that fact that other shareholders weren't ready to commit further? Should we look at it in another way in that it's a signal that you're confident that approval of fiber cooperation will come soon, and you wanted to consolidate this Unifiber asset as a preliminary step to then cooperate with Orange in Wallonia? Thank you.
I think it's a great asset that we wanted to own in the end, so we accelerated it. I think both arguments apply. On the one hand, we feel very comfortable that the fiber cooperation deals are almost finalized, both from a negotiation and from a regulatory perspective. On the other hand, of course, given the higher interest rates in the world compared to the initial setup of Unifiber and being the largest customers, we thought and we're convinced that this is now the right moment to make the deal with Eurofiber.
Thank you.
The next question is coming from David Vagman from ING. Your line is now open. Please go ahead.
Yes, hello. David Vagman from ING. Can you hear me?
Yes.
Yeah. Okay. Thank you. Yes, thanks for the opportunity to ask a question. My question is the following: On the longer-term horizon, let's say beyond 2030, could you quantify the benefit in terms of EBITDA or free cash flow? From, let's say, okay, on the IRUs, let's say there is, I guess, limited impact unless there was still a lot of ramp up from the IRUs, but I suspect not so much. Is it the positive impact? Is it mostly from first-party revenues on the network? My second question is the following: would it be possible to get a kind of transaction multiple on the, let's say, kind of steady state, long-term EBITDA that you envisage for Unifiber? Thank you.
Yes, thank you for the question. Regarding EBITDA in a steady state environment, that depends on a simple formula. On the one hand, you have the filling rate, and on the other hand, you have the MRC. If you look at the south of Belgium, Orange will be using Unifiber and will pay a certain MRC. We will be using the coax network of Orange in the rural areas. Also the fact that we kind of accelerated consolidation makes the discussions on those reciprocal topics much more easier because it's now just a value discussion between Proximus and Orange, and Eurofiber is no longer part of that discussion. The EBITDA highly depends on the MRC pricing, but it's partly linked to the whole south of Belgium.
David , regarding, I think your first question on the post 2030. Again, as Stijn pointed out, the exact EBITDA post 2030 will be very dependent on some of the MRC elements as he discussed, which obviously has an impact on the MRC repay on HFC. On EBITDA, hard to quantify in that sense. I think net, the way to think about it is, CapEx will decrease over the long run, as you would expect it to. Then we get the upside, obviously, from having third parties utilize this network. From our side, obviously, COGS elimination over the very long run, which again, tied to this network optimization element. Very long run, this is how to think about it.
We continue getting the EBITDA upside both from having third parties on board, but also from avoiding the rental cost paid to a third party while CapEx goes down effectively.
Mm-hmm. Will you quantify it at some stage, the upside from the transaction on the long-term free cash flow and EBITDA?
I think, A, we do need that visibility obviously on MRC. We'll decide in due course exactly what we guide on post 2030. It's still quite far away, it's something we'll think about in the coming months once we have more visibility on some of the other parameters.
Understood. Very clear. Thank you.
As a reminder if you wish to ask a question please dial pound key five on your telephone keypad. There are no further questions. I will hand back. Oh, sorry. We just received a new question from Victoria Ade from Barclays. Your line is now open. Please go ahead.
Yeah, good morning. Victoria Ade from Barclays Credit Research. I have actually one question. In your comments, you mentioned that fully consolidated Unifiber will actually allow you to refinance the debt on more favorable terms. I was wondering if you actually could consider issuing a new bond to refinance this debt. Thank you.
The line wasn't great, Victoria. I think you're asking about debt financing and how that plays into the synergies. Was that the question?
Exactly.
Indeed, as we mentioned in the press release as well, Unifiber currently has approximately EUR 400 million of bank debt. We expect to refinance it at group level and benefiting from more beneficial rates that we have at Proximus Group. That's a reasonable amount of synergies that we expect there. We had done pretty much a similar approach with Fiberklaar, and we realized, obviously, those synergies.
Very clear. Thank you.
There are no further questions at this time, so I'll hand back to your host to conclude today's conference.
Thank you again all for joining us. As usual, should there be any follow-up questions, you can reach out to the IR team. Thank you. Bye.
Thank you for joining today's call. You may now disconnect.