Good morning, everyone, welcome to our analyst call regarding our quarter three results for the financial year 2023. Before we jump into Q&A, as we are in the middle of a process, I thought I should share a quick update on where we're at on the voluntary takeover offer. There was an initial acceptance period that ran up to the 10th of January, at the end of that period, the takeover offer had been accepted by approximately 7.17% of the share capital. That takes the total tendered percentage to just short of 89%. The additional acceptance period ended last Friday, January 27th.
The final number of Vantage Towers shares tendered under the takeover offer will be published tomorrow on the first of February once the confirmation of the final outcome has been established. There's two banking days of counting that need to be taken into account. Hence, the result will be issued tomorrow on the first of February. I don't have the number as of today. To reiterate our joint reason statement in December, both the management board of Vantage Towers and the supervisory board consider that the offer at EUR 32 per share is fair and reasonable, and we recommend it jointly with the supervisory board that the shareholder should accept the offer. That's on that process.
For today, we will be covering our Q3 results. I'll just give a quick summary of what they entail. First of all, to say I'm very proud of the team throughout this period where there is change in the shareholding. I think the focus of the organization on delivery has not changed, and there's been a lot of consistency in the behavior and in the delivery of the teams. You can see that in the three themes that we that we bring forward quite diligently at every quarter in front of you. The first one is commercialization. Commercialization continues. In Q3, we added another 440 net new tenancies. In the first nine months, that totals up to 1,150 net new tenancies.
We also increased our commercial footprint, some further ancillary revenue opportunities. That's the other theme in our commercial activity. Some Fixed Wireless Access, and some fiber across our markets. Furthermore, we have sustained our new build momentum. We've added another 260 new macro sites in the quarter. Year to date, we've added 660 new macro sites, of which 410 were in Germany. We've been discussing the ramp-up of our Build-to-Suit program across our footprint, and in particular in Germany. We're really proud of what we've achieved so far. The momentum is strong. The actions that we put in place are yielding results. Indeed, for me, a big source of pride is the full staff...
The arrival and appointment of our new Managing Director for Germany, Kai Uebach, and also the standing up of the regional organization, which is taking accountability very deeply on delivery. That's showing the benefits in our macro build. Our GLBO program continues to show strong progress. 1,800 signed contracts and commitments across our footprint since inception. That's pretty much 40% of our GLBO target, which was to aim for 10% of the consolidated portfolio of our macro sites. Good interest from landlords and ongoing negotiations and an increase in the number of GLBO sites. This delivers a Q3 revenue increase of 4.8% year-on-year, excluding pass through, to EUR 264 million.
Mainly driven, of course, by the inflation escalators on one hand and the tenancy growth that we observed. Overall in nine months, we've seen a growth of revenue excluding pass through of 5.6%. On the back of this quarter, we are confident towards the upper half of our fiscal 23 guidance, and we remain on track to deliver our medium-term targets. Just as a reminder, our fiscal 23 guidance is as follows: the group revenue growth between 3% and 5%. Adjusted EBITDA after Leases of EUR 550 million-EUR 570 million. Recurring Free Cash Flow of EUR 405 million-EUR 425 million. Hence, what we're stating today is that we expect to, we're confident towards the upper half of these guidance ranges. With that said, happy to open the floor to questions.
As ever, let's try to target a question per person so that everybody can speak. Thank you very much.
Thank you very much, Vivek. Our first question comes from Robert Grindle at Deutsche Bank. Robert, if you would like to unmute yourself. Thank you, Robert.
Thank you. Hopefully you can hear me okay. Good morning to you both. Hopefully, this isn't the last time we see you in a format like this.
Well.
Many thanks for the update on the take-private offer. My question beyond that was, please could you comment on the supply chain issues that weighed on your deployment last year? Are these firmly in the rearview mirror, or is it still a challenge looking forward? Also you mentioned in the release, fiber as part of your ancillary revenues.
Please could you expand on that. Is this a very country by country opportunistic thing, or is this something growing more material versus, say, your expectations at the IPO? Thank you.
Thanks, Robert. On the first point, you know, it's a journey, but supply chain, we identified all the issues, and we're knocking them off one after the other, right? I mean, that's what we've been doing, and that shows in the ramp up. Supply of steel, procurement, warehousing in place, and ramping up. Now that you've got a warehouse and you bring in material upfront, you need to then deploy it on a variety of locations. There's a bit of lag time. Why? Because the new standardized towers can only be put in places where you've applied for the permit that is for those standardized towers. That's now flowing through the system. What we're seeing is those measures, even if they've got a lag, they're working. They, they are moving through the numbers.
We see that also with the regional organization. Actually, it's one of the interesting learnings or let's say, realizations for me is that the soft part is as important as the, as the, I would say, the material part. Which is once you've got strong people, and we've really staffed well, I would say in the German organization with strong regional leaders, teams fully in place, you see the momentum increasing dramatically. That's what we see in terms of ownership of the targets, delivery of the numbers. I'd say, the plan is working. It's still a ramp up. There's still things to be, locked in, et cetera. The plan was right. I guess that's the, that's the realization I have of this.
On fiber, to your question, it is country by country. I wouldn't call it opportunistic. The logic behind it is that we look for the most efficient way to enable our customers to have fiber on the sites. Why? Because over time, as they move towards 5G, when bandwidths go up, it is part of the attractiveness of our sites. We don't build fiber for as a way of deploying capital. We build fiber over the limited distance that is required to reach a fiber rollout that could be in the nearby, or in the vicinity. The purpose is not to sell fiber. The purpose is to ensure that fiber comes to our sites.
In many cases, these are resale agreements that we sign, where we essentially enable our customers to connect to a fiber provider who is present in that region. It could be a little stretch of fiber just to get to a point of presence. That's the, that's the approach. It's not a business. It's not a revenue generating... I mean, of course, we want to get paid properly for it and essentially recover a profit on it. It's not the core focus. The focus is that a fiber site should be fiberized.
Thank you.
Thanks, Robert.
Thank you, Robert. Our next question comes from Maurice Patrick from Barclays. Maurice, please go ahead.
Yeah. Hi, guys. Hopefully you can see me and hear me.
We can see you on camera.
The video is not switched on.
It says the host has disabled my video, but that's all right. No one wants to look at me anyway.
Oh, come on.
Just, Oh, yeah, actually, they want... No, someone wants to see me. There you are.
Yeah. There you are.
In all its glory. With new glasses as well. There you are. A sure sign of age. Maybe a question from me on the German site build and tenancy growth. You know, you've talked about building 410 sites year to date. There's obviously lots of noise in the market about the new entrant building its network. 1&1 , I think they've had limited progress so far. There's also a big focus on white spots development. Curious to understand on your site build so far in Germany in the last quarter or so is how much is rural versus urban? Where's the tenancy growth coming from? If we should think about an acceleration of total site build in calendar 2023. Thank you.
Well, we're ramping up. We indeed need to increase the run rate as we go forward to deliver our full Build-to-Suit commitment. On 1&1, I'm sorry that you'll have to bear with us on this. We're bound by very tight confidentiality agreements with the United Internet Group and 1&1 in particular, in terms of not being in a position to disclose the exact numbers in any way. What is fair to say is that they're very different subjects, right? white spots is more rural, sites that are typically hard to reach, mainly GBTs. 1&1 is more urban, and it's more co-location. It's essentially co-locations on existing sites, typically rooftops and a certain number of brownfield.
these are two very different questions to address. I would say we're putting, as Thomas had said in the previous quarters, we put investment in these two areas.
Yes.
They're both progressing, and they're generating a lot of activity for us.
Yeah. I think it's absolutely fair to say that this investment that we've been talking about already before we were entering into this fiscal year and have reaffirmed and discussed actually at the half year results as well, that they actually are helping us to continue to drive this acceleration that you see in Germany as well. Consequently you see actually revenue increasing in Germany strongly as well on the back of this investment.
Great. Thanks.
Thank you, Maurice. Our next question comes from Sam McHugh at Exane. Sam, if you could unmute yourself. Please, go ahead.
Okay. Good morning, guys. Just a very quick follow-up on Ireland and NBI deal, the National Broadband Ireland. What exactly are you doing in fiber for them? Is that a fiber to the site for small parts of FWA for their network, or is this a different fiber agreement in Ireland with NBI? Thanks.
Okay. I don't know how much detail we've given on that, but it's basically working with NBI to ensure that the fiber that they roll out can be supporting fiber to the site on some of our sites. That's the agreement.
Okay.
Network.
Yeah. It's their network to us.
Yeah.
To our site.
Okay. Yeah, rather than you building fiber for them, it's them providing backhaul for your sites. Got you. Super.
Yes.
That's all I had. Thank you.
Thanks, Sam.
Thank you. The next question comes from Jerry Dellis at Jefferies. Jerry, if you could unmute yourself, and please go ahead.
Yes. Good morning, everybody. Thank you for taking my questions. Just to specify on Germany, I think as I look at Visible Alpha consensus, looking for 400-500 site build in the fourth quarter now and maybe 1,300 in the next fiscal year. You know, are those numbers sort of tenable as you see things, please? Maybe if we could just delve into the 1,150 sort of tenancy adds in the nine months, please. Are you able to specify what sort of proportion of those sort of mobile network operators hosting on your macro sites and what proportion of tenancies are sort of other things, sort of adjacent services or Fixed Wireless Access or something that might have a different economic profile? Thank you.
Yeah. I think on the tenancies, first, I think on this point, the overall mix remains actually a very healthy mix between...
MNO
MNO and non-MNO customers. We do get really good additions from an MNO point of view, obviously in that context as well, which is reflected in our tenancy ratio increase, even as well. Obviously, we've now at the 1.44 versus the starting point of 1.38. We continue to grow towards our target actually of passing the 1.5x. That remains, back to your question, now really a very strong point across the different mix of MNOs on the one hand and non-MNOs as well.
I mean, I'm not sure I mean, Visible Alpha is doing a pretty complex tracking of our KPIs on a quarterly basis. I'm not sure I mean, we read it ex-post, right? I think that's the point. Directionally, I mean, the German growth is real. It's strong versus last year, we continue to ramp up. We know we have a ramp up to do. The numbers for next year, we're still building them out, it's fair to say that the pace is very different from the one we had in the beginning of this year. We know very clearly where we have to take the numbers to deliver the whole plan.
We've reconfirmed our, first of all, this year's guidance towards the upper end, and secondly, our medium-term guidance. That should tell you where we're trending. Yeah.
Thank you.
We are in the ramp-up period and continue to obviously invest in that as well. That's, I think, an important fact to consider in that context. I mean, even when you read, obviously, our guidance now, us being confident to achieve that towards the upper half of it, we are not changing the way that we are actually running the business in any form or shape. We continue to invest into the acceleration of the growth, which is really important, obviously, in the context of your question, at achieving future growth rates. Consequently, what you actually see coming through on the revenue side is not that we are out of the ordinary halting on investment or Opex spend, pausing on that. That is not the case. We do get benefits from a number of areas.
I've been talking about this already at the half year results as well, that obviously with the growth accelerating, you will see the investment for that specific growth coming in earlier than the revenue return. So the returns then come in as a consequence of that. That's what you see now pushing strongly through our overall expectations then as well. In that context, that's actually what is driving then as well, the confidence towards the upper half. Furthermore, obviously, GLBO. Vivek made that point on the GLBO side. This is a strong growth driver for us as well, and in that context, continues to drive bottom line expansion as well.
Thank you. I suppose you've spoken earlier in the year that the site build growth would be quite heavily skewed towards the end of the year. Is that still the case, or is it now more sort of gradual site build?
I wish it were, but it's, there's always a bit of a rush around the end. I mean, this period is very active. Let me put it this way. This fourth quarter of the financial year is very active and that's why. I mean, our focus as the team is really to make sure that nobody gets distracted and they keep pushing because it's a big quarter.
Thank you.
Thank you. Our next question comes from Usman Ghazi at Berenberg. Usman, please go ahead.
Hi, everyone.
Hi, Usman.
Hi. Where is the. Sorry. There we go. Okay. Hi, good to see you all. I just had one question, one clarification, please. The question was regarding the offer document. The offer document reference the potential for a merger squeeze-out at 90% if commercially viable. you know, are you able to clarify the complexity here? I mean, what commercially viable actually means.
Uh.
That was the first question.
Yeah, yeah.
The clarity
Obviously, it's commercially viable for the. The question is more towards the buyers. I think that that's fair. I mean, for us, commercially, the commercially viable question is more for, is more to be directed to the buyers. I guess we should just see where we, where we land when we get the result tomorrow and then, and then take it from there. At this point, we have no more to say on that at this point here, Usman.
I mean, what is clear from the offer document is that, you have The DPLTA intention.
Yeah.
in that offer document.
That's above 75.
-which is exactly above 75 already. You might or might not have actually a squeeze out, later on then as well, depending on the acceptance rate or other conditions actually related to that.
I mean, you, and just to follow up, I guess, I mean, do you don't see, I mean, from an operational perspective, is it that it doesn't matter if you squeeze out or not, I mean, it is not gonna hinder your strategy, whether from an M&A perspective or anything else? Or, or is it that your preference is, you know, as a management team for there to be a squeeze out?
I mean, the way we parsed it, I think, yeah, very relevant question. What we've done, I think we've shown it in this quarter, is we try to make sure that the in quotes corporate work around the list, the VTO, the voluntary takeover, the listing, the procedures that we need to drive to complete the steps of this transaction or to, as the company. For what is incumbent on the company, of course. That is done by a part of the team, we try to ensure that they are, let me not say ring-fenced, but that does not interfere with the operations.
That's the way we've structured it, because we there are a number of things that are dependent on decisions made by shareholders at large, and hence we cannot necessarily influence them. Well, our job is to make sure that the ship continues to go forward on commercialization, build GLBO and delivery of the numbers throughout this period, and that's what we've been doing.
I mean, really, let me emphasize that point. We haven't changed whatsoever the way we run the business, from an operational point of view, and we will continue to obviously push for growth and the right investment. Nothing has changed in that space.
Yeah.
Great. Thank you. Just to clarify-
Simple is better, but that's not for us to. Simpler structures are easier to manage within, but that's not for us to choose. It's what it is.
Great, thank you. Just one clarification on the 1&1 situation. Obviously you have a target to get up to 3,800, you know, sites by 2025. When do you expect to hit kind of the run rate momentum for that contract?
Uh, well-
Is it next year? Is it the year after?
Yeah.
What we have said is actually, and that's what we remain actually confident to achieve, is that over the first two years of this contract, we actually will be ramping up the delivery, and then we will get to higher run rates at that point in time.
Great. Thank you, everyone.
Thanks. Thanks, Usman.
Thank you. The next question comes from James Ratzer at New Street. James, please go ahead.
Yes. Good morning, Vivek and Thomas. Questions that are maybe better asked tomorrow, but given we're meeting today, I'll ask them now, which is I just wanted to explore the hypothetical situation you don't reach 95%, which I suppose we have to consider as a possibility, given what you've just told us about reaching 89% as of the 10th of January. I've kind of two questions specifically. One is, if that's not reached, what should we be expecting from an investor relations program? You know, will you still be releasing earnings quarterly like this in the same detail that you do today? Secondly, when will we know what the discount rate is that's used to set the ongoing dividend?
I think the IDW S1 valuation's already set at 26.90. When will the discount rate be announced to calculate the ongoing recurring dividend? Thank you.
Yeah. If what's been said is that there'd be a domination agreement is. That's the intention that has been stated by the shareholders. Once again, the big caveat is it's actually These are questions probably more directed to the buyer than directly to us. Very clearly, when there's a DPLTA, that is called at an EGM. As part of the documentation for the EGM, the updated or let's say, an IDW S1, a fresh IDW S1 will be issued and part of the documentation for the EGM.
It will be jointly commissioned by the company and the buyers, and that will be the document that will go out to the EGM to allow shareholders to make up their mind on the DPLTA, knowing that of course, since you need 75% to take it, that would progress in that way. That's how that's where this will be, this will be arrived at. That's the probation that goes out.
Yeah.
At that point in time.
I mean, in terms of investor relations interaction, we will obviously do absolutely what is needed and what is appropriate at that point in time, if and when actually this situation of a squeeze out wouldn't occur and actually there would be an ongoing listing requirement. I mean, at this point in time, it's probably a bit early to say what the details of such an arrangement would be, but we definitely will obviously be complying to what are the requirements in that context and to what is actually the right level of information in that space as well, at that time as well.
Okay. Now Thomas, what would be the methodology by which the discount rate is set? Is that likely to be a rate higher than your own bond yield?
We will see that actually, during that process.
It will be at that point in time.
At this point in time, it's too early to comment on that.
Okay. Thank you.
Yeah, the calling of the GM that number gets settled. Yeah.
Yeah. Do you have time to allow a question on the fundamentals of the business?
Yeah, sure.
Of course.
Go ahead.
Okay, great. You know, thanks. I didn't want to overextend my questions, but I was just intrigued by the timing then on when the revenues will come through from the white spot build-out. I mean, it looks like if you're building 400 macro sites in Germany, I'd have expected to see the tenancy ratio in Germany maybe go up a little bit faster than it has. I was just wondering when the revenues from those white spot towers will start to come through.
You mean, yeah, the additional tenancies that come in beyond the first build, right? I mean, is that what you're referring to?
Well, I think you've talked about the 400 macro sites being built in Germany.
Yeah.
Does that mean the revenues on those start to flow already, or do those come through only in, you know, a few quarters once the operators have put in place all the backhaul?
What you will see is obviously the white spot program continuing actually its rollout as well and the ramp up. As a consequence, you will see that continuously coming through the numbers and ramping up. I mean, it's pretty similar to the general ramp up. Obviously, white spots are white spots for a reason, actually. They are difficult, more difficult to deploy. At the same time, we continue to make progress in that space as well and will actually be pushing further acceleration with the right investment, as emphasized today a few times. Actually going forward and continue to do that, consequently you will see it coming through gradually.
Revenue accrues indeed shortly after the site is installed.
Oh, okay.
Potentially increases as you add the additional tenancies of the other operators.
Yeah. There's no other significant time lag between the build and the revenue generation compared to the other sites, actually, either. You do have obviously the three tenancies as we have been pointing out, actually.
They need to come up. Yeah.
They will actually come then when you have to deploy that and when the equipment is being activated at that point in time then, as well shortly after the build is ready for active installation, then the revenues will actually come through. We continue to invest upfront into this, into the rollout of it, the CapEx, et cetera. You have the same effect that we are now seeing for the second half, where revenue is coming through stronger on the back of the first half investment, as well with white spots, obviously then as well. You have investment and cost upfront and revenue comes shortly thereafter.
Got it. Thank you, Thomas, Vivek.
Thanks.
Thank you. This concludes the question and answer session, I would now like to hand back to Vivek for any closing remarks.
No, thank you very much. Thank you very much for your attention and your interest in Vantage Towers and for continuing to follow this journey that we've had and on our main areas. Once again, just as a summary, good progress on the main areas of the business, commercialization, build, GLBO. No loss of focus of the operations during this transaction that is taking place. High confidence in delivering the guidance on the upper half and on the medium-term guidance. I would say a pretty straightforward quarter to share with you. Thank you very much for your attention, and have a very good day.