Good morning, everyone, and welcome to our analyst call that follows our half-year results announcement that went out this morning. We'll make this a Q&A session as usual, but before that, I just thought I'd share a quick update on first of all, current events and also some highlights of H1 fiscal year 2023. As you've seen on the 9th of November, there was an announcement by Vodafone with GIP and KKR about the creation of a joint venture, which will hold the 81.7% stake in Vantage Towers that Vodafone currently owns, and to launch a voluntary takeover offer in the forthcoming period.
This is a strategic co-control partnership, as Nick Read had announced as being the core scenario or hypothesis that Vodafone wanted to pursue. It's with long-term investors who have strong expertise in digital infrastructure and share our view of the opportunities that are offered by the sector for long-term growth and value creation. The joint venture will launch a voluntary takeover offer for the outstanding Vantage Towers shares for EUR 32 per share, which is a premium of 33% to the IPO price. We view this as fair, as adequate and indeed attractive. Both the Vantage Towers management board and the supervisory board welcome this creation.
The offer document will only become available in the beginning of December, and we then will publish our Reasoned Statement during the first two weeks of the acceptance period. For today, there's not much more we can say because that's the next big milestone. Voluntary takeover offer comes out early December. We issue on the back of this offer document a Reasoned Statement, and then the process continues. That's indeed a significant highlight for the company and a big milestone after the previous one, which was, I think, the IPO and a good progression of the value offer to shareholders through this voluntary takeover offer. I'll now move back to our more standard agenda of the results and a few highlights of this first half.
We continue on our three tracks, commercialization, production, and efficiencies, in particular the GLBO program. On the first one, 710 net new tenancies in this first half. We've plugged in 1.45 as tenancy ratio. We're halfway to what we'd said at the IPO, which was when we started, we were at 1.39, and we want to get above 1.5, and this is the 1.45 milestone. In the second quarter, we've added some ancillary revenues. Still good commercial momentum, good dialogue with lots of players who are on also areas on the edge of the core MNO tower tenancy business, indoor coverage solutions, a bit of high-speed broadband internet, some fiber agreements.
We've accelerated our macro site build in the second quarter, added over 400 new macro sites in the first half. We all know the operating environment remains difficult with the number of constraints around our supplies, but we have accelerated. 260 of those sites were in Germany. Our programs that we've been discussing over the past few quarters are delivering significant steps of improvement, be it on warehousing, be it on organization, on staffing, and on supplier commitments. If I look at GLBO, we've now reached the 1,500 mark in terms of signed contracts and commitments across the footprint since inception. We've added 220 in the second quarter.
Continuing on that pace of signing up for lease buyouts across our footprint. If I look at the numbers now, group revenue up by 6% to EUR 524 million and a EUR 5 million growth in our EBITDA after leases to EUR 273 million as we continue to ramp up our teams ahead of the revenue creation that is obviously what will ensue from the production and tenancy growths that I mentioned just above. Our recurring free cash flow stands at EUR 220 million, that's pretty much halfway mark of the year. It's a good conversion ratio, 80.7% conversion EBITDA after leases to recurring free cash flow.
There's a normalization of working capital and tax payments relative to the first half of the prior year, which also explains the calendarization of this recurring free cash flow result. We'll continue to invest in accelerating the Built-to-Suit program. We'll continue to work on the 1&1 rollout and indeed strengthen our delivery on that jointly with a very good cooperation from Vodafone and focusing on production and delivery. As an outcome of all this and of what we've achieved so far in H1, we're comfortable reaffirming our guidance for fiscal year 2023 at revenue growth of 3%-5%, EBITDA after leases EUR 550 million-EUR 570 million, and recurring free cash flow EUR 405 million-EUR 425 million.
That's the highlights of H1. With that, I'd like to turn it over to Q&A. Let's try to keep it to one question per analyst so that we can rotate and have everyone being able to ask questions. With this, over to you.
Thank you very much. Our first question today comes from David Wright from Bank of America Merrill Lynch. David, please go ahead.
Hello guys. I'm hoping you can hear me, and I guess first things first, congratulations on the offer. I'm just guessing that you guys are pretty tied up with the offer itself on what you're allowed to say or do around that. If I could just ask, there were some stories about a potential approach to Cornerstone and acquiring the minorities. Are you effectively kind of locked up from not doing anything now until the offer is complete and/or the actual ownership has changed? Just if you're allowed to comment anything and just on the basis that you might not be able to answer that, I'm gonna ask my one question, which is just on the GLBO.
You've obviously seen very good momentum. I just wondered, are you finding any change in the responses you're getting, the interest you're getting as a result of the rapidly changing macro environment? Do you feel like that's bringing more people to the table as they maybe look for a little liquidity or even to sell? Thank you very much.
I'll leave the GLBO question. For Thomas. As regards CTIL, what I can say, because there's no specific answer to that question and obviously the business goes on while transactions happen. Nevertheless, I'd also, in terms of context, our investors have reiterated that they were supportive of the strategy that we're driving, which is focused on BTS, on co-locations and open access. So that's been reaffirmed. On the fact that we're pursuing some adjacencies, reasonable adjacencies around our core business that I think prove quarter after quarter that there is materiality there. Indeed, they've reaffirmed that they see value in the pursuit of the continued consolidation of the European tower infrastructure sector.
I would say, I can't give a direct yes or no answer to your question, but what I can say is there's nothing that precludes in what they've said about the investment continuing to look at Cornerstone. We continue to believe as a management team that it is a relevant asset for us, and that consolidating Cornerstone would be a good step for Vantage Towers. That said, the rest of it is, of course, we're in this signing to closing period, so there are obviously some things we can't talk about.
Absolutely. On your other question on GLBO, indeed, obviously, GLBO continues to accelerate. We have now got over 1,500 contracts, which again shows a continuous acceleration as well from the first quarter. Obviously from last year, we are now well above the one-third of the GLBO cases already being signed or committed. Which shows great progress towards actually achieving the 10% buyout ratio that we did flag at the time of the IPO. What's important to mention in that context as well is that we've seen continuous really good growth in Spain. We've continuously seen as well in all of the other markets very good growth.
Then lastly, to mention that in Germany as well, we are now over 430 GLBO, so you see a really good path of acceleration in Germany there as well. If you reflect on that, where we stand today on GLBO, what we are seeing is that there's some areas where landlords actually are a little bit more leaning forward to sell as well. That's I would call this green shoots in the current economic environment. It's not that we see this massively coming through, but we see actually some cases there. Obviously, depending on the economic situation, you will have as well some cases where landlords are saying, "Oh, now I don't want to sell anymore." Right. It depends really then on the economic condition.
On average, in many cases, actually, we see some green shoots of continuous acceleration being supported as well by the economic environment. Nevertheless, it's all according to plan. We are seeing first results coming through as well on the bottom line, and that actually helps us along on our path towards achieving the high 50s margin over the medium term.
I think it's fair to the team to say.
Okay. Very good. Thank you.
Just to be fair to the team, I think it's also fair to say that we're getting better at it.
Yeah. Absolutely.
That the people on the ground are finding the right angle, the right arguments. They're getting more and more relevant in their conversation with landlords, and I think that's also eking out some more conversion.
Yeah. Thank you, gents.
Thank you.
Thank you.
Thank you very much. Our next question today comes from Jerry Dellis from Jefferies. Jerry, please go ahead.
Yes. Good morning. Good morning. Hi there. Thanks for taking my question. In relation to the German White Spot program, is it your current expectation that that will be rolled out to the full extent, as you saw it at the time of the IPO? If I could just sneak in a quick second one. In relation to the KKR GIP agreement, is there a material adverse condition in that deal, please? Thank you.
I'm not sure we would give that level of information on the second question. That's a question that if anything, you need to discuss with the signatories. That is, you'd have to take that up with them. On the White Spot program, the White Spot program is tracked very carefully by the German regulator. We are committed to the sites that we've got on our order form from Vodafone Germany, so we're pushing ahead. I mean, that's what we're doing. I mean, there's no change in direction, there will be adjustments on a site-by-site basis. Sometimes you find that in a certain location, rather than putting one site, you are able to provide coverage from two adjacent places.
It could be, you know, two instead of three, those kind of things. Nothing significant in that respect. I mean, we're seeing adjustments to the program more when you touch the real life. The program itself is, I mean, we have 7,100 sites to produce, of which the White Spots.
Thank you. Sorry about that. Could it be at all possible that the MNOs decide that they can fulfill their coverage obligations, deploying fewer sites than originally envisioned? Do you have any sort of visibility on that?
Nothing.
There's no changes in the regulatory environment that we can obviously see or actually have been reported on, so.
They'd have to agree with the German regulator, which, I mean, is always possible. But look, it's these sites already host the three operators. They were listed after a pretty involved process involving the regions on one hand, and then the transport ministry for the way.
Yeah.
The rivers and the roads. There's, I mean, so it's quite a scientific program, right?
Yeah.
That came up with that list.
I mean, let's reflect as well on even in that theoretical case that we have no visibility of actually from a regulatory point of view as we speak, that wouldn't change the commitment to us of 7,100 sites. That's a commitment.
Thank you.
That's plans.
Thank you.
Thanks, Jerry.
Thank you very much. Our next question today comes from Andrew Lee of Goldman Sachs. Andrew, please go ahead.
Yes. Morning, guys. Thanks for taking my question.
Morning.
I just had a question around the decision to go with a financial partner and conscious that part of this is a question really for Vodafone, but maybe thinking about where you go from here. There'd been a tradeoff between whether you'd work with a financial or a strategic partner in terms of Vodafone selling down its stake. You mentioned that you have similar views in terms of how the European telco landscape will evolve from here. I'm guessing there have been conversations with potential strategic partners over the last year. The question really is just where does this decision to sell to a financial partner by Vodafone and selling to the JV put you in terms of process of potentially working with strategic partners in different markets?
There's still some of them out there that potentially would be willing to work with you. Just wondered whether that it's similar to Jerry's question to David's question earlier, whether that's on hold or whether there's still progress that can be made, if you are of a similar strategic mindset to your JV partners. Thank you.
Well, yeah. Look, consolidation, there were scenarios on 1&1 combinations, right? Us with DFMG or us with TOTEM that were modeled seven, eight months ago, if I recall. Well, at the beginning of this year, there was a paper called The Last Dance that kind of looked at how these could fit together. This change in our shareholding will probably force people to go back to the drawing board on what shape or form it such a combination would take. That said, I don't think they, I mean, the investors, have said that they still see consolidation in the European tower sector as something relevant. I don't think, once again, any of this precludes further combinations as time evolves. If you notice DFMG...
Well, DFMG made their decision, and I think Tim Höttges was quite explicit when he mentioned it, saying it was a timing, time versus cash availability, calendar type of, calendar-led, decision making, but that he also felt that there was a lot of relevance in combining with Vantage Towers. I'd say that's out there. TOTEM is still evolving its strategic outlook, and I think they've got a strategic update in the beginning of 2023. I mean, in the first quarter of calendar 2023. I expect that they will firm up their views on what they intend to do with their tower assets at that point in time.
I would say the game is still on in a certain way and having two strong infrastructure-focused players who obviously have a view that the European tower market is going to consolidate and that they could be part of it, I think leaves quite a few doors open for the future.
Thank you. That consolidation is cross-border and in country. When you refer to consolidation, you mean both or one in particular?
I mean, yeah, we've always said in-country is easy to model and indeed increases the strength of our grade. Always excited and always interested. Then cross-border because while we always felt, yeah, economies of scale, scope, and experience are still there, they're not massive compared to the size of these objects or let's say of these entities, but they're still relevant. They give us speed and efficiency, and I think that's something that, you know, as this industry evolves and professionalizes more and more, the ability to consistently drive tower operations at the high level of efficiency across geographies will make a difference as well. That's been our core belief from the beginning.
Yeah. Thank you.
Okay, thank you very much, Andrew. Our next question today comes from Emmet Kelly from Morgan Stanley. Emmet, please go ahead.
Yes. Good morning, everybody. Good morning, Vivek. Good morning, Thomas.
Hi, Emmet.
Good morning.
Good to see you.
Good to see you both. Good to see everybody this morning. My question is on Built-to-Suit. Earlier in the year, you highlighted some supply-side constraints that you were facing that were delaying your Built-to-Suit program, particularly in Germany. Can you just give us an update on those supply-side constraints and maybe just give us a flavor of how we should expect Built-to-Suit to ramp over the coming, we'd say, three to four quarters on a quarterly basis. Thank you.
Yeah. No, I won't give a quarterly breakdown, but what I can tell you is we've been very in a disciplined way executing the various parts of our plan, which are on the supplies. Putting in place the warehouse, pre-ordering the material. In terms of availability of material, I think I can confidently state alongside Thomas who-
Repurchasing of steel, et cetera. We've executed on all of that. Yeah.
Yeah. Supply of equipment in place. Strengthening of commitments with suppliers. We have coverage for the upcoming quarters for the production that we need. Strengthening of permitting, still a bit slow, but putting more resource on it. People are coming in. We're hiring people into these positions. That's been one area where we needed to ramp up. We've done that. We're getting through the permits, both inflow and outflow at higher paces quarter after quarter. That's in progress. You can see that out of the outcome of the numbers. We delivered 260 sites in Germany in this quarter, and 400 overall. The ramp up is effective.
It's double what it was last year, so I mean, we're pulling up the production level. The most important thing I would say, however, is not in these three, which are very operational decisions that you can make for as a company. It's also the organization. We put in place the five regions. The five regional heads are in place, the deployment head is in place. We have a full management team, completely constituted as we come to the end of this year.
Mm-hmm.
Certainly already having these regional teams, which means you break down the size of the problem into five regions, which is the first key of a proper scaling up exercise. You build it up with proximity. That is, you have permits people, deployment people, and acquisition people sitting in the same office, working together on the same portfolio of sites. That's what's giving us the biggest boost. We can see that in terms of accountability of the team players, rather than having one big list of sites to deliver across Germany. Now you've got people who are much more focused and closer to the problem.
I think at the end, all the very scientific stuff that we've put in place on run rates and so on is one thing, but it's also about being able to stare somebody in the eye and say, "Hey, you owe me two more sites this month, and the month's not over, so you're going to have to deliver them now." That's what we're seeing as a difference, yeah.
Super. Thank you very much.
Yeah. Thanks. Thanks, Emmet.
Thank you very much. Our next question today comes from Robert Grindle from Deutsche Bank. Robert, please go ahead.
Hi there.
Hi, Robert.
Hi.
Can you hear me? Yes, and there's the video. Thanks very much, and congratulations too. Fiber deals were mentioned a few times in the release, including co-locating a rural fiber provider, acting as a selling agent. How is your view on fiber evolving? I think originally you'd said you'd build some of your own, but I'm not sure you've done any. Would you like to do more own build rather than acting as an agent? Perhaps that could be easier post-tender. A quick follow-up on the CTIL questions. Revenue seems to have accelerated very nicely there. Is that driven by Streetworks or something else? And is the delay on CTIL because of the impact of the Communications Code, which seems to have a very positive impact on the business? Thank you.
I'll leave the CTIL question for CTIL's Chairman, my neighbor. No, on fiber, look, we're opportunistic. That is, if there is fiber available, we don't want to build it. I mean, overbuild for just a tower is a silly business model. We don't wanna do it. However, when we see partnerships, when we see people who are ready to, who are coming close by with their fiber, either because they've got FTTH or because they've got enterprise type of builds, we're happy to jump on that. What matters to us is that our sites are 5G ready and fiberizable or where fiber can be brought. That's the first order of priority. If you can tick that box, we don't need to deploy capital.
We don't want to deploy capital just for that. However, we've identified a number of sites, and we're now working on them for what I'd call fiber to the last house, which is when you have a site which is a bit outside the city and you need to bring fiber just to that, extending from, let's say, the fiberization of the village or of the urban community just to reach that tower. In that case, we're very open to laying it. We're looking at a number of business cases there, and I think that will obviously ramp up as we move forward because those sites will require more 5G, and fiber might be a good answer to that, when microwave's not obvious.
Okay. On site, Robert, there's actually basically two larger revenue drivers. One is indeed actually more sites of which actually Streetworks is one element, but not the only. There are building sites as well in general. That drives up revenue. The other thing to keep in mind is as well that the Unwind program continues to roll out, so which adds tenancies as well, and as a consequence, obviously more revenue growth from that. Overall, really happy with the continuous progress that we are making in site, and it's a really important asset for us.
Thank you.
Thank you very much. Our next question today comes from Jakob Bluestone from Credit Suisse. Jakob, please go ahead.
Hopefully you can hear me.
Yeah.
Vivek, you mentioned in your opening comments that you saw the EUR 32 offer as, I think you said, fair, adequate and attractive. I was just wondering if you could maybe expand a little bit on the analysis you guys have done, you know, to reach that conclusion. Thank you.
I mean, obviously it's a bit early because we will be doing our Reasoned Statement in the proper way on the back of the full offer document. That would be the moment. We just felt that as we looked at the offer, it was incumbent on us to give our first impression. The multiple is quite attractive. It's quite similar. If you look at the DFMG transaction, which was not very long ago, you're at 26x versus their 27x on a very different country mix. The DFMG deal is on a majority Germany and a bit of Austria, whereas we've got a broader footprint including some Eastern European countries, Southern Europe, et cetera.
I would argue that if you were to look at it from a country adjusted point of view, the 26 compares very, very favorably to the 27 of the recent transaction, which I think was well received by the market. If you look at the journey that it's allowed from since IPO, it's a 33% uplift of the share price from the 24 to the 32. All this against the backdrop of the last few months where I would say the whole sector has been rerating down and interest rates have been high and there's an amount of correlation between the interest rates and the valuation of TowerCo. I'd say overall.
This is a co-control deal versus the control deal. When you compare it to recent transactions, I would say the sector in general, I'd say that led us to that impression that the EUR 32 was a very attractive proposition.
Just in terms of process, when will the board give a formal recommendation?
The VT voluntary takeover offer document will be issued in December, early December, and then we have 14 days, we move at pace. Both us and the supervisory board will have to give their Reasoned Statement, which is a deeper analysis, looking at the details of the offer itself. On that basis, we will issue our position. We have 14 days to do that after the offer is issued. I don't know if it'll take 14 days. We'll do our work. I mean, we have to do that properly.
Thank you.
Okay. Thank you very much, Jakob. Our next question today comes from Sam McHugh from Exane. Sam, please go ahead.
Yeah. Morning, guys. Hope you're well. Two quick questions if I can. On the offer, can you say whether there's been any or whether there will be any material changes to the MSA? So obviously, you're saying you think it's a fair offer. Are there any material changes on the MSA? Just on the numbers, elsewhere, you talked about there's EUR 10 million-EUR 15 million of investment this year. What kind of run rate are you in terms of incurring those costs in the first half? Are you trending towards the upper or lower end of that EUR 10 million-EUR 15 million at the moment? Thanks very much.
On the first one, really that's I mean, the MSA changes, that should be a question more for Vodafone and any changes, if any.
There must be like one sort of one big program.
There's someone on the line, I think. Yeah. No, I'll try to answer. I'll try to cut above the background. It's a question for Vodafone, and if there's any changes, it'll be after completion, okay? That's what we understand is there could be some small adjustments, but not anything that we saw that was material to value, and certainly nothing before completion. I'd say the subjects that were in discussion are more adjustments than anything else. I wouldn't overread into that. Yeah. Thomas, maybe on the-
Yeah.
EUR 10 million-EUR 15 million and how that pays, how that progresses.
Absolutely. I mean, you've seen in our accounts that there's a ramp up in actually our costs overall. You've seen that in the margin actually as well. The EUR 10 million-EUR 15 million we actually have incurred a good chunk of that in the first half and will continue to actually have some in the second half as well. Overall, I think it's fair to say that, what we have actually been saying there is really indeed happening in terms of investing into ramp up. If I look at the margin overall, I mean, let me make that point as well. You have to take for the first half margin versus the second half margin, a few points into account, which is not only the point about the investment, but it's, obviously this investment plays a role in it.
That's, as we have said in the past, it's a ramp up for the BTS program that you have seen actually now producing about 400 sites in the first half. It's a ramp up and the preparation for the 1&1 rollout that continues to be incurred, and it's actually the people cost as well that you have seen first half last year, first half this year actually to increase in our accounts there as well. I mean, staff costs increased from just under EUR 20 million to now about EUR 28 million as an example year-on-year, right? That's the first point to keep in mind. The second point is you have seen us as well generating revenue growth overall excluding passthrough of 6%, whereas the macro site revenue grew by about 4%, so 3.9%.
Overall, that means that we have as well incurred some revenue that is at lower margin, but that will normalize throughout the rest of the year as well. Won't have actually as big an impact on a year-on-year point of view, there as well. That's the second point. The third point, keep in mind that in the current economic environment we are as well looking at inflationary trends and see actually short-term, obviously some impact coming through. However, we have taken as well a cautious position on that one in our accounts in the first half. The fourth point on this is, I've mentioned the 400 sites that we have actually been rolling out. First half versus second half.
It's similar to what I've been flagging in the past about this fiscal year and the ramp up where we're investing to next fiscal year when we actually get the revenue. Of those 400 sites, just as an example, if you consider that we obviously have incurred the costs for those sites already when we brought them up for being actually ready for active installation. In the second half, you are getting the revenue. That alone on the 400 sites is a EUR 3 million-EUR 4 million incremental margin boost that you would get in the second half. That's on the rollout of sites. As Vivek said right at the beginning, we have the 710 tenancies. There you have a similar effect obviously. You see that ramp up effect coming through compensating actually obviously the investment point you are making now.
If we step back from that, we are very confident that we will achieve the margin guidance that we have given of EUR 550 million-EUR 570 million as it stands. I've read a few comments about do we indicate actually which side of it? No. It's the margin guidance as it stands. Okay. I hope that clarifies this point as well. A little bit broader. Sorry, I've been elaborating a bit on that. Yeah.
I'll try. I don't know if you mind me asking one more question to follow up on the deal.
Uh-huh.
The dividend that you pay was normally declared in July last year. Is it right to think of the EUR 32 offer price excluding any dividend that would be declared for FY 2023?
Yeah. I mean, I think, is it excluding dividend? This depends really on the calendarization and the closing, I guess, ultimately.
Thank you. I think. Sorry for asking three questions. Very bad of me.
Yeah.
That was a bit, yeah.
Interesting.
Thanks. Thank you very much. Lovely. Thank you very much. Our next question today comes from Usman Ghazi from Berenberg. Usman, please go ahead.
Hello, gentlemen. Thank you for the opportunity.
Hi, Usman.
Hi. I just had a question on the 1&1 contract, please. I guess it's been a few months now since the contract started. Could you talk about, you know, how in your view the contract's going and, you know, whether there have been any, you know, things that you can take, I mean, learnings that you can take from the initial implementation of the contract in terms of acceleration going forward? And if there are any, you know, hiccups that you've seen in terms of landlord acceptance or, you know, any other issues that you've seen through this contract that, you know, where you think you need to put more resources to accelerate the build. Thank you.
We are putting resources, and we're working very actively with 1&1. It's a new program, right? For everybody. Yeah, for everybody in the chain. We're getting lots of things sorted out step by step. I would say in terms of landlord acceptance per se, it's work. I mean, you need to show them the drawings. They need to feel comfortable that what you're putting is adequate, et cetera. But these are pretty standard rollouts, and it's not like the. It's neither the first nor the last country where 5G 3-3.5 GHz equipment will be installed to be in 5G across geographies. Just needs to be processed. Also worth mentioning the very.
It's also fair to say that the other three operators have also been quite active on the rooftops. There's a lot of, I would say work going on, new adjustments, people putting equipment both for their network or in our case, for the new entrant. That's all a lot of work that we're putting resource on. We've increased the resourcing on this just to, as Thomas mentioned, to hit the right speeds and, yeah, we're making progress month after month. It's a learning curve. I mean, it's a learning curve for everybody involved.
Thank you.
Thank you very much. Our next question today comes from Nick Delfas from Redburn. Nick, please go ahead.
Hi, Nick. You seem to be on mute. Yeah.
Nick, yes, we can't seem to hear you.
Sorry about that. I had to press the button again. Just going back to your question, Tom, the point about the extra costs for the 1&1 contract. In the half-year, the staff costs were up EUR 8 million, and presumably there's some other costs as well. Is it correct to say that the costs at the high end of the EUR 10 million-EUR 15 million that you talked about? And is that all staff or there are some other costs as well that have been added this year to fulfill that contract? Thanks.
Yeah. I mean, obviously if you compare first half last year to first half this year, you actually have a bit of an effect of the ramp up that was anyway there for the ramp up of the organization after the IPO, which had actually continued as well. It's not the entire EUR 8 million that actually falls into this camp. Of the EUR 10 million-EUR 15 million actually that we have been flagging for this fiscal year. I think overall, you can assume that we have already incurred a good chunk that is, a proportionate chunk actually in the first half, and that actually there will be some more costs coming through in the second half. Overall, the EUR 10 million-EUR 15 million is what we flagged.
We've assumed obviously then as well the up to 150 basis points. That was what we've said when we were giving the guidance, and that is incorporated in the guidance, the 150 basis points.
Just thinking ahead, you probably may not be a public company by then, but all this means that in FY 2024 you should be seeing EBITDA growth ahead of revenue.
Absolutely. You see incurring of costs upfront, just like the effect I've explained just a moment ago when Sam asked actually the question on the first half versus second half. You are seeing as well the benefits of new Built-to-Suit and new tenancies, whether that's actually from other customers or actually as well, obviously then from 1&1, coming through and generating actually the revenue growth as well for next year. Whereas you have incurred the costs in this year. I mean, it's basically obviously a constant ramp up when you are accelerating, whether that's from a year-on-year perspective or in-year indeed.
Okay. Thanks so much.
Thank you.
Thank you very much. Our next question today comes from Luigi Minerva from HSBC. Luigi, please go ahead.
Yeah. Good morning, Vivek and Thomas.
Hi, Luigi.
Good to see you.
Morning.
Yeah, just so one question on the transaction. It's about the bonds. So my question is whether Vantage is going to be able to keep its existing bonds or if the change of control clause will trigger the early repurchase of the existing bonds. In that case, how would you fund it? Would you issue new bonds to repurchase the existing ones? Then if I may, just a very quick one on the numbers. It's 260 sites in Germany in H1 in the presentation. Can you give us the split between Q1 and Q2, if possible? Thanks.
Well, maybe on the bonds. Do you wanna-
Yeah. On the bonds, I mean, this is actually too early to draw a conclusion on that one. The whether the change of control clause in the bond documentation actually will be drawn is at this point in time, we cannot actually say that this is or it isn't. Overall, I mean, just I think we need to let the transaction come to a close, and then we will take the appropriate action at that point in time, obviously in accordance to the refinancing that will be available at that stage. In case this actually would help.
Okay. On this, Thomas, can I ask you if there is a rating targeted, you know, once the transaction is completed?
Well, there's obviously interaction with rating agencies in order to obviously understand the position there. This is indeed still too early to make an announcement or no, if you have a comment on that one. I ask for your kind understanding on that.
Okay. Thank you.
On the Q1 versus Q2, out of the 400 total footprint, and I'm not focusing on Germany, I don't have that breakdown at hand, it was 140 in Q1 versus 260 in Q2. From memory, it's pretty much it's quite broadly the same across the board.
It is. Yeah.
Yeah.
Okay. Thank you.
If you apply it to Germany, you're not gonna be very wrong.
Okay. Great. Thank you.
It is a ramp up, huh? I mean, for sure.
Yeah.
We feel it.
Thank you very much, Luigi. Our next question today comes from James Ratzer from New Street. James, please go ahead.
Yes. Good morning, Vivek and Thomas. Congratulations on the offer. I had a question about what happens now if shareholders actually don't accept the offer. I mean, the shares are trading above the EUR 32 price. I just wanted to understand what would happen if Vodafone triggers the profit and loss domination agreement, but they're unable to exercise a full squeeze-out of the minorities? Could you run through the process of how the dividend would be set for minority shareholders in that situation? I mean, we've seen this in, you know, other situations like KDG, where the minority shareholders were still able to actually get quite an attractive dividend post-deal that was re-struck after the transaction. I just would like to understand how the process would work for that dividend calculation if minorities decide not to accept the offer and there's no squeeze-out. Thank you.
It's a bit early to comment. I mean, it's a regulated process that involves auditors giving a report. All that will happen if there is a domination agreement that needs to be put in place, that will happen at the EGM at that point in time. I mean, those parameters will be clear to the shareholders when they have to vote, but that's at that point in time, if I'm not mistaken.
Yes. Well, I mean, we need to receive the offer document, obviously, and then we will form obviously a final view on that one. Nevertheless, we have given actually our support already on the basis of the information subject to this offer document that we have seen so far. I mean, I think this question then ultimately is a point that would have to come back to the shareholders.
Do you know, though, for your minority shareholders, presumably it'd be a key function on whether your board and independent directors though decide to recommend the offer. I mean, what would actually be the process though by which that calculation is done? I understand you can't give us a number, but is it done as a payout of earnings, a payout of cash flow, you know, payout of the profit and loss domination agreements? Just like to understand what the process by which the calculation will be done.
The calculation of?
Of the fixed dividends.
Of the dividend for the minorities.
In case there is one on an ongoing basis, you mean?
Absolutely, yes. If there's
Which actually obviously we determine.
Minorities, how could we work out what the dividend they will receive would be?
I mean, I think first of all, obviously this depends on the success of the offer document, right? Ultimately, whether there is a minority, an ongoing minority or not, I mean, that's, I think, too early to say at this point in time. Let us, in case obviously we get some more clarity on it. I think this is a question really that then would have to be asked at that point in time and more by the shareholder intent at this stage.
Would that be guidance somewhere in the-
Do I need to grab this?
It's an auditor set dividend policy that becomes the rule. I don't wanna step ahead of myself.
Yeah. This is actually only in case the offer document actually, and the offer wouldn't be successful in-
Yeah.
In its entirety, right?
Yeah.
I think it's too early to speculate on that.
Would there be guidance on that in the offer document itself to help shareholders make up their decision?
I would assume that the offer document is comprehensive enough indeed actually for shareholders to make their own decision, but.
Yeah. It will tell them what happens.
Yeah.
If there's a domination agreement, what is the impact on them and what is their benefit. I think that-
Yeah.
That's when you'll get all that. Yeah.
Absolutely. We haven't seen it yet, so there's a few things that obviously we will have to come back once we see the offer document.
Okay. Thank you.
Thanks.
Okay. Thank you very much, James. I'm afraid that is our last question for today. That's all we have time for. I'll hand back to Vivek and Thomas.
Yeah. First of all, thank you very much for your kind questions and your interest in Vantage Towers. I guess you can see we've kept course focused on commercialization with a number of new deals and tenancies. Focus on ramping up our BTS program, which remains one of the more attractive dimensions of Vantage Towers, and certainly the GLBO program, which in the current environment is extremely relevant for our profitability improvement. We've held that course and we're able to reconfirm our guidance for this year. We're very much on track both in terms of revenue, EBITDA and recurring free cash flow and I think that's worth highlighting.
Of course, the transaction and in particular the offer document, which will be followed by our Reasoned Statement are the next big events of that process. Once again, we welcome this evolution for our company, which is a very significant milestone in its journey. With this, thanks so much for your attention and wish you a very good day.
Thank you very much.