Good morning ladies and gentlemen, and welcome to the Remgro investor call on Project Lint. All participants will be in listen-only mode. There will be an opportunity to ask questions later during the conference. If you should need assistance during the call, please signal an operator by pressing star then zero. Please note that this call is being recorded. I would now like to turn the conference over to Pieter Uys, Chairman of CIVH. Please go ahead, sir.
Good morning everyone. To have Lwanda here with me in the Remgro boardroom. This morning I'm going to speak with a dual voice. Firstly the detail as CIVH but also here speaking as Remgro. Carel Vosloo is also with me in the room. I've got a slide just that summarizes what we're going to cover today. Firstly just a regulatory update, then a summary of what was in the SENS on Friday, the transaction terms with the updated terms. I'm going to do some scenarios, the steps, cash flows and the structure that could result from this. It's not all 100% certain because there are various scenarios. For example, Herotel is still subject to regulatory approval, apologies, and then right at the end I have a slide on how you could get to a valuation multiple if you so wish. The first slide is then the regulatory update.
If I take you back in time to even before what's on the left on the slide, we submitted to the Competition authorities in December 2021. We're almost four years later now. In August 23 the Competition Commission recommended to the tribunal with a prohibition recommendation. The Tribunal did the preparatory work and had their hearings during May to July in 2024 and in October last year they then recommended it with a prohibition as well. We then notified the Appeals Court that we had an intention to appeal and we confirmed that this year after we also had sight of the tribunal reasons. The reasons were also made public by the tribunal on 21st of June this year. Throughout the year we continue to engage with the Commission, see how do we get closer to each other.
I've got a slide also on that to show what has changed and why they are now more happy with approving the transaction and not opposing it anymore. Tomorrow, 22nd of July, we actually going to the Competition Appeal Court because even though we are in a position where the Commission no longer opposes us, we still have to go to the Appeals Court. Appeals Court will review what the decision was by the tribunal. We're also a little bit in uncharted territory here because we now have an agreement that we've come up with the Commission. The Appeals Court will tomorrow consider and review the tribunal decision. Originally there were three dates set aside and it's still penciled in there three days. We'll see how it develops tomorrow at the courts. I'll be going up to Johannesburg. The court is in Sandton. We've just penciled in.
They take two months to make a decision. We've set the long stop date on the 30th September. If things are then approved, we've extended the long stop date till 30 November to just make sure we implement the steps necessary to conclude the transaction. The next slide is just an extract from the media statement that the Commission put out. They addressed three of the primary concerns that they had at the time that they prohibited the transaction. The first big concern they had was if Vodacom invests in a fiber business that it's going to stop investing in mobile technology, specifically FWA or fixed wireless access. They also considered that we could stop investing in fiber. We have made improved commitments that we will continue to invest in Maziv with. Given the commitment that we will build an additional 1 million homes, specifically in lower LSM areas.
We've also attached CapEx commitments to it and Vodacom has done the same. They are now more than happy that both Vodacom and us will continue to invest in our respective technologies. They had a concern about the horizontal overlap. To me this wasn't a big thing, but it is important to address it. We've come up to an agreement. Out of the homes that we're buying from Vodacom, which is 160,000, there are fewer than 10,000, if I remember correct, it could be 9,000, between 6,000 and 9,000 homes where they are in a similar area to where we are already. The Competition Commission feels that we should see if we can get another competitor to take over the overlapped fiber so we don't take competition out of the market. Take 10,000 out of the 160,000 homes that we are acquiring from Vodacom.
The last one, vertical foreclosure, they were very concerned that with Vodacom at the board they could get preferential treatment, preferential tariffs, products. We just made commitments that that will not happen. There are very strict guidelines how and what access Vodacom has to business plans and tariffs and products. What we came up with in the new set of conditions, the Commission is happy that the vertical foreclosure concerns are adequately addressed. I can just add when I say they were happy with all of these. Wherever there were residual risks that they still had and concerns, we supplemented those with public interest commitments that we've improved. The balance between the public interest commitments and the additional commitments that we've made in the Competition sphere made them comfortable. This again is an extract from the Competition Commission media statement, and we have already mentioned the million homes.
We've upped our CapEx commitment between five and six years to spend between ZAR 10 billion and ZAR 12 billion building fiber, continuing to invest in Maziv. Vodacom also made similar commitments. We are also adding a commitment that we will not just connect schools, we will also connect public libraries and clinics if they pass within a couple of meters from our infrastructure. I reconfigured to connect more police stations. There are various other public interest commitments that we've improved, that we've already previously made, such as the employee share scheme and enterprise development program. I'm going to move on and get to the rest of the transaction. Herotel is a big part. Vumatel, which is currently a 100% subsidiary of Maziv, already acquired 49.96% of Herotel a few years ago. When Vodacom invests in Maziv, they are also investing in the 49.96% of Herotel.
We've come to an agreement on how much they are paying for that piece, but the rest is currently held by a company called Herotel Communities RF. They hold 49.93% that is currently in front of the Tribunal. The Commission has recommended it to the Tribunal for approval. We haven't got a date, and I'm sure the Tribunal is also waiting to see what happens tomorrow at the Appeals Court . Once that is approved, I will go into the detail just now, but CIVH then has the option to immediately buy the shares from Communities RF and will then sell that to Maziv to be added to the rest. That then takes Vumatel's interest in Herotel to 99%. There are three or four minority shareholders that are also still there, and there is also ICASA.
They wait right till the end, but they have indicated that they have no issue with the transaction, both at the Maziv level and at the Herotel level. They will give their final conditions once they see whatever comes out of the regulatory sphere. Now for the transaction terms. This is just a recap of what's on the scenes. The Maziv valuation is made up of two pieces: the ZAR 34 billion without Herotel, and then add ZAR 2 billion for the 49.96% Vumatel interest in Herotel, which gives you the headline number three six that we've referenced. We've also slightly changed after we've looked at it again. The Vodacom assets that we're buying recently, it was ZAR 5 billion. We've reduced that to ZAR 4.89 billion, but the cash has been increased from ZAR 6 billion to ZAR 6.11 billion that they'll be investing into Maziv.
We've also agreed with Vodacom now that Maziv can declare a pre-implementation dividend on the day that the transaction happens of up to ZAR 4.2 billion. That number has not been decided, and in the scenarios I'll show some calculations if we assume the full ZAR 4.2 billion pre-implementation dividend. Then once CIVH has received regulatory approval for the acquisition of the 49.93% Herotel shares currently held by Herotel Communities RF, Surveys will acquire that and immediately dispose of that to Maziv. That has also now been pre-agreed with Vodacom that it will definitely happen if it's approved, and there's a floor valuation for that piece of ZAR 2.75 billion. We're also going to do a fair market valuation, so whichever is the highest will be the price they pay for that piece when it comes into Maziv. I'll also expand a little bit how that will happen.
Vodacom then also has an option to acquire no longer 10% more in Maziv, but they can now only go up to 34.95%. That's also a change that we've made now through the engagements with the Competition Commission, and we've committed to it. Vodacom and everybody else is also satisfied that that's a good outcome. The Vodacom option, so previously Vodacom had the option to acquire 10% from CIVH and take up the shareholding to 40%. The 40% was a cap that ICASA put on the maximum shareholding ever in the organition. That has now changed, and you will see from this that only Remgro will effectively dilute its shareholding in CIVH in favor of Vodacom, increasing its stake to up to 34.95%. We as Remgro feel that this is a good decision to allow Vodacom this option.
Not all the shareholders in CIVH see the same value through long-term investment. We feel that having the largest part of Vodacom is beneficial to the business going forward. Some of the other shareholders feel that there's a lot more value out of the business. We also believe so, but for us it is more important to have Vodacom in the organition, and the benefits that will come from that have outweighed the decision there. So Remgro only option, and it will happen through Vodacom getting additional shares, taking them up to potentially 34.95%. The commitment that we've made to the CIVH minorities is that Remgro will sell down through a buyback its CIVH shares. It will leave the minorities in exactly the same position as far as shareholding goes and on a see-through basis in Maziv.
You will see from a later slide that the Remgro shareholding will reduce from the current 57%- 53.7% while the other CIVH minorities' shareholding will increase to leave their see-through indirect stake in Maziv the same as what it is today when Vodacom exercises this option. I'm going to now move into some of the scenario steps, the cash flows, and also what the structure will look like. The first one, let's assume for purposes of my examples the full pre-implementation dividend of ZAR 4.2 billion at the bottom that will be decided, and it's dependent on final negotiations with the banks, the debt numbers, and so on. For this slide, I've assumed a full ZAR 4.2 billion. We start with the ZAR 36 billion on the left, ZAR 4.2 billion pre-implementation dividend, and the equity value down to ZAR 31.8 billion.
Vodacom then invests the cash ZAR 6.11 billion plus the assets ZAR 4.89 billion, giving you the ZAR 11 billion, increasing the equity value to the ZAR 42.8 billion. Then I've assumed that Herotel second tranche will be approved and that will increase the equity value by at least ZAR 2.75 billion. What we have agreed is that that is the minimum valuation attributed to that second piece of Herotel, but again a fair market value will be done independently and whichever is the highest will become the value for that second piece. For this, I've assumed the floor, taking up the equity value to ZAR 45 billion. What will happen higher up at CIVH? Firstly, again assuming a full ZAR 4.2 billion pre-implementation dividend, Maziv will then declare that on the day of the transaction in the form of this pre-implementation dividend. It's only going to CIVH, not to Vodacom.
Vodacom then does not end up with 30% shares. They're in the mid-20s, so they need to increase their shareholding to 30% because that's where they want to be and where they get the additional shareholder rights that they have asked for and that we've agreed and committed to with the Competition Commission. They'll buy additional shares from CIVH effectively for an additional ZAR 1.8 billion, taking their shareholding to 30%. I've assumed that this happens thereafter; it could also happen before they invest, but we have catered for that in the agreement. When Herotel gets approved by the Tribunal, I've assumed a minimum valuation of ZAR 2.75 billion. As I said, it could be higher and Vodacom's 30% part of that of the ZAR 2.75 billion is then the ZAR 825 million that you see on the slide because Maziv is buying it from CIVH. That money will flow up to CIVH.
CIVH will then partially repay some of the debt sitting at the top. There's a preference share there, you see it at the bottom. It starts ZAR 3.5 billion middle of the year, pay down the ZAR 800 million, leaving bottom right ZAR 2.7 billion of that. There are some taxes and other expenses and we are also keeping some buying power at the center just in case. We want to continue to explore other opportunities such as we've previously mentioned internationally into the east of Africa, previously mentioned Tanzania. That could still be an option, but that ZAR 700 million is for taxes and other opportunities. Then there's an estimated dividend from CIVH to Remgro , Nugex, and CIVH. Again, I've assumed full ZAR 4.2 billion pre-implementation dividend. I haven't taken the ZAR 825 million for the second piece of Herotel into account.
ZAR 4.5 billion will most probably then be distributed to CIVH shareholders, but it could increase by another ZAR 825 million if that transaction gets approved. This slide shows what it looks like after the first 30% Vodacom investment. You see Vodacom comes in there directly into Maziv . The balance held by CIVH is 70% and the shareholding above CIVH unchanged. Remgro 57%, Nugex 37.5%, and CIVH 5.5%. Herotel Communities RF still holding 49.93% at this stage as on the slide with Wilmar Til holding the 49.96%. The missing percent, as I mentioned, is held by three or four minority shareholders. Now the Herotel transaction gets approved and Herotel through CIVH acquires the rest and takes up its shareholding into 99.9%. Through this Vodacom payment, it's part of that which is at least ZAR 825 million to CIVH. The next slide just shows an example of the Vodacom option.
I've assumed that the second Herotel transaction has been approved. This Vodacom option is alive till the end of March next year. Again, we've agreed a minimum floor valuation, but again an independent market valuation will also be done. It will be the higher of the market valuation or the minimum floor valuation that we've agreed. Vodacom will then, through this pre-agreed transaction where we sell down in CIVH, keeping other shareholders' indirect shareholding intact and Vodacom increasing its Maziv shareholding to up to 34.9% in Maziv. In this slide, making all those assumptions, the CIVH shareholding will reduce to 65.05% and Vodacom increase to 34.95%, and the Remgro shareholding at CIVH will effectively then reduce from 57%- 53.74%. Our see-through interest in Maziv will then equalize that of Vodacom, 34.95%. Where the other minority shareholders' see-through indirect shareholding in Maziv will add the same.
This is then what it will look like after the Vodacom option. If they exercise the option, what it will look like at the top, you'll see Remgro reduces from 57%- 52.7%, taking our indirect just down to 34.15%, UGX increasing to 40.3%, and Community Investment Holdings, CIVH going up to 6%, keeping their indirect see-through interest in Maziv. The same last slide valuation parameters. In making some assumptions on this one, I've assumed no pre-implementation dividend after the Herotel transaction. I've assumed that ZAR 2.75 billion for the second Herotel stake. In other words, I've assumed 99% Herotel value in the business, which is made up of the original two plus 2.75. In other words, ZAR 4.75 billion attributable to the Herotel stake within Maziv under Vodacom. On this slide, what you see for Maziv includes then a 99% of Herotel equity plus its debt plus its EBITDA.
If I do the calc based on these assumptions, I get to a multiple of 11.49x . This concludes my slides and we can go into Q&A.
Thank you, sir. Ladies and gentlemen, we will now begin the question and answer session. For those on the webcast, if you would like to ask a question, please submit your question via the text box. For those on the conference, if you would like to ask a question, please press star and then one. If you would like to withdraw your question, please press star and then two. For those on the webcast, please submit your question now via the text box. I will now hand over to management for questions from the webcast.
Thank you. We have more congratulatory messages on the webcast for being steadfast in concluding the deal. Pieter, the two questions we had, I think you've covered quite a bit of it in terms of the flow of cash through to Remgro . There was a question around that as to what's the, is it the share of the dividend as well as the share of Vodacom's top up as well as the option when they purchase a further 4.9%? There was just a question around clarifying that and what of that will be used for debt reduction at Maziv and that's covered. Pieter, I don't know if there's anything you want to add to that, but we did cover it.
Maybe I can expand a little bit. When we are going to make the decision about the pre-implementation dividend, we are firstly going to consider the debt situation at Maziv. We have some covenants there. The covenants currently tell us we cannot pay dividends. Debt/EBITDA is above 3.5. We've always said that we want to get the debt/EBITDA to below three. That is our target. We will declare a pre-implementation dividend after we've made sure that the debt/EBITDA is below three times. We will also make sure that we have enough reserve in Maziv for us to fulfill all our obligations that we are committing to the Competition Tribunal. What is also important is we have a debt facility that can go up to ZAR 25 billion subject to EBITDA.
With the Vodacom assets that we are acquiring, even though we're not buying the business, we are buying or getting the assets. It comes with revenue on those assets. That EBITDA that is then associated with the vertical masses can also assist us in unlocking further funding. We have taken all of that into account and we'll take all of that into account when we calculate the final pre-implementation dividend. I also just remembered that the last slides and in most of the slides when I speak to numbers and valuations, I've used numbers, EBITDA, and debt up till the end of March 2025. These are all historic numbers that I've used to clarify.
I think Pieter, maybe it might be worth going back to that slide with the cash, because there's a few more questions on this. Maybe it wasn't clear enough, but the question is around. Obviously the understanding for a while was that part of the issue was higher gearing levels at Maziv. Explain the rationale for the pre-implementation dividend and whether our views have changed on gearing levels or not. Also, just what the total cash flow would be that goes to Remgro , assuming the full ZAR 4.2 billion of the pre-implementation. Maybe we should just go through.
It again because it.
This Slide, you're referring to. Yes, so I've already started answering some of it. We will make sure that debt is below 3x, which we believe is a comfortable level for a company like this. Also, with the additional EBITDA that comes in, there's enough headroom that we can continue to build a million homes that we are committing to and continue to expand the business. If you assume that full pre-implementation dividend on this slide, not taking into account the second part of here, there will be a ZAR 4.5 billion dividend declared to CIVH shareholders, which is rembrandt, UGX, and CIVH, and we will get 57% of the ZAR 4.5 billion. What is that?
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If we then assume the second piece of Herotel is another 57% that could come out of the Herotel. If you take the option into account, there could be another, say, ZAR 2 billion coming to England. There will be some tax leakage in between because we are committing that we will leave the other shareholders if the option didn't happen.
Just a question on the option, Pieter, can you provide some color as to why that was reduced to 10%?
From 10%- 4%.
From 10%. Excuse me.
Yes. This was again through negotiations. Vodacom is still keen to get to 40% but with our other CIVH shareholders also not wanting to dilute too much and the Competition Commission always having a concern that Vodacom investment at 40% might just be too big and have too big an influence. In the end, between the CIVH shareholders, the Competition Commission, and Vodacom, we agreed that 34.95% is still in the best interest of everybody. As I said, Remgro is more than willing to facilitate because Vodacom is actually quite keen to get to 34.95% and not just that, they see value in the business and they would like to, if I can speak on their behalf. That's why we've added it to the transaction that the option will continue.
To survive.
And just on the regulatory approvals, the concerns that were raised by the tribunal, are those addressed and do they automatically fall away with the agreement with the commission, or are there still some outstanding concerns that would.
It is. I'm not a lawyer, but tomorrow at the Appeals Court, I suppose the first thing is the Appeals Court will want to hear from the Commission why they are now satisfied that the additional commitments that we've made. There are the commitments that were made at the T ribunal. Firstly, there were commitments that we made pre the Tribunal, the Commission were not happy with it. Then we made additional commitments at the Tribunal for the consideration of the Tribunal. Now we've enhanced that even further by adding to it. This is the third set of commitments that we are making now. The Appeals Court will listen to the Commission. It will then review what the Tribunal considered. Everything that's in the record, we will also tell our story. As I say, I'm not a lawyer.
I don't know how they will come up with a final solution or recommendations. If they have to ask the Commission again, the Commission are no longer opposing the transaction. If the Appeals Court then sanctions the second round or third round of conditions, we are happy with the conditions. It is something that we can live with. Vodacom is happy. I think it's a win-win for everybody, for South Africa, for the shareholders, for the company, Vodacom.
Just on the conditions and potential opposition, there were some reports over the weekend that some of the smaller ISPs remain unhappy with the deal. Is this something that's big enough that you're worried about, or are there any further concessions to be made?
The Appeals Court reviews what was raised at the Tribunal. The work that was done at the Tribunal and all the records also reflecting their concerns is in the record. It is too late for any new concerns to come forward. The appeal looks at what happened previously at the Tribunal. I'm not aware that it's possible for a new hand to be put up now with new concerns. Technically, tomorrow it goes into the appeal unopposed by anybody.
Again, just back to the dividend. Pieter, just for the sake of clarity regarding the ZAR 4 billion, is the ZAR 4 billion Remgro's portion of the dividend or does Remgro get 57% of this? Just on a pro forma basis after the transaction, what would the Remgro stake be worth.
So that.
ZAR 4.5 billion estimated dividend to CIVH shareholders is to Remgro, U GX, and CIVH, and it gives you. It gives Remgro 57% of the ZAR 4.5 billion. What was the second.
On a profile basis, what the Remgro stake would be worth post transaction.
Carel can you help?
Yeah, it's roughly 19.5. All the numbers are there that you can do the calculation. If you had to take the 70% that CIVH will own in Maziv and you take the equity value of Maziv that's on a previous slide, then you take the residual debt that sits at the CIVH level and you take into account the dividend and you add all of that up, you'll get to sort of shy of 20. I think it's 19.6 odd.
Thank you, Carel.
Just to.
State, we know, not suggesting that is or isn't the number at which we would, you know, mark the investment. I'm just saying based on this transaction, that's what would.
Would come out.
Yeah.
Just on the debt, you mentioned that you use the numbers up until foreign numbers. Can you remind everyone what the debt covenants ratios are now? What the gearing ratios are now?
Currently, it's around four times.
With respect to the pre-implementation dividend, it doesn't seem the rationale is quite clear. The question is why declare that and whether you want to comment on this regulation, that a lot of that is driven by the minority shareholders and their view and valuation.
What I can say is, and if you go into the record at the Tribunal, part of the evidence I gave was because this transaction took so long, we as CIVH for the fiber business started looking for additional investors in 2018. Already we had COVID, we couldn't find any other investors and we had to look locally because all the international interest that was there before COVID disappeared at the time and Vodacom put up its hand and said, we are willing to invest. Things started taking a long time. We assumed 18 months maximum. We're now sitting at four years. The shareholders had to put in additional cash. If I remember correctly, we've put in since then, since Vodacom said, yes, we'll invest, we've put in an additional ZAR 10 billion into the business as CIVH shareholders.
We've always said we'll put it in, but it will be good to get some of that back one day. When we consider the ZAR 4.5 billion, it takes into account what happens at Maziv, it also takes into account what happens at CIVH, the debt that sits there, there's a preference share there, but definitely we're also taking into account what happens high up because that ZAR 10 billion had to come from somewhere and there are structures supporting that as well. This is a balance to assist all the different structures.
Thanks, Pieter. Just on the Herotel deal, can you comment on what the EV/EBITDA multiple is that that deal is being done at, at the CIVH level.
There's the first piece, which is the 49.96% that's in there, that equates to ZAR 2 billion. The second piece, we don't know what the final valuation is going to be, but we've assumed a floor of ZAR 2.75 billion, quickly higher, but not lower than that. I'm not going to give the detail here as the numbers, but on average the multiple that I showed there on the last page is a multiple that you can assume across everything. It's a good indication across the different assets.
All right, and then a question for you, Carel. Given the net cash at a Remgro level and another potential for the dividend that's coming through from this transaction, as well as no further capital calls on CIVH, what would be the intention, or at least thinking from a Remgro perspective around the use of cash?
Thanks, Lwanda. Not something that we want to comment on today. Clearly, having the situation, the prospect of having it resolved would be a good milestone for us. Knowing that its doubt is one less uncertainty at the Remgro level. We're in a closed period, and there's still some water that needs to flow under the bridge here. Commenting on exactly what our plans are with that cash is something we will do in the future.
Future board.
The same question, I guess, and another one, Carel, just on the. I think you touched on it just now on the valuation and how we would be thinking about the CIVH valuation in the Remgro iNAV calculation versus the reference point that has been provided now.
Yeah.
I think we should probably let the valuation process run its course. Obviously that's something that we're busy with at the moment. If memory serves me, we're carrying the order in our iNAV calculation. CIVH is at around ZAR 15 million. You know, as I say, this valuation is sort of shy of ZAR 20 million, ZAR 19.5 million odd. It's reassuring to have some headroom between those two, we're not uncomfortable with that. We also, as you would remember, apply some liquidity discounts and various discounts to arrive at our final valuation. Again, this transaction isn't for full control. It's for something pretty similar to our sort of shareholding.
So.
We'll do the work and come to a landing. I don't want to preempt what the valuation committee will ultimately get to.
Just a last one on the Remgro piece, assuming the option is exercised, we get to a just below 35% indirect holding. How would we then be thinking about the investment in terms of what's core versus non-core, and if we would consider additional partners?
I think 35% is a meaningful interest. Certainly not something that changes our view on this valuation as part of our portfolio. You know, certainly between the sort of see through of 40 or the see through of 35, there isn't really a lot in it. This remains, you know, part of our core portfolio and the business that we've got lots of, lots of belief in the future prospects.
And maybe.
For both of you, just looking at the experience that Remgro had with the Heineken integration, post the deal and what happened there, what sort of safeguards and mitigants are in place to prevent a similar situation where you don't have to be impairing the asset.
Just post that.
I'll start and then Carel can add as well. Firstly, we're not buying a business that we have to integrate. We're buying additional fiber and we could have just laid the fiber ourselves. It's very different to integrating a business. We're not taking over any employees, we're literally just buying the fiber and opening up and changing their closed fiber into a wholesale fiber. I think it's different to a Heineken.
Yeah, I would certainly say the complexity is meaningfully different. Of course, we don't want to underestimate what's involved, but yeah, I certainly think this would be a lot less complicated than integrating with three different businesses. In the case of Heineken.
And Pieter.
Just on the regulatory process, can you clarify if the acquisition, the Vodacom acquisition of Herotel, has to go through a separate Com- Comm process or ICASA process.
When we submitted the Herotel, it was submitted more or less at the same time, a month or two later. In all of the work at the tribunal, it took into account Vodacom and the Herotel control. It doesn't have to be a new process.
Just again on regulatory process, is there anything else that could be a potential hiccup outside of, obviously, you know, the court having to take its own, having to follow its own process in assessing the merits of the transaction?
Tomorrow is the Appeals Court. It is unknown what they will say, but it definitely looks better than it looked two weeks ago. After that, the only outstanding approval is ICASA, the regulator. They have pre-approved it subject to finalizing the conditions. They've given us draft conditions, which we're happy with. I suppose they just want to see what are the final Competition regulator conditions, and then they can also update their conditions. I don't see that as a stumbling block.
On the Competition Commission's concerns, are you able to provide a bit of color on the quantum or at least the range that you're looking at from a CapEx commitment point of view?
The commitments we're making are twofold. Firstly, we say that we are going to build from this financial year going forward. In other words, from April 2025, we'll build a million new, or we'll pass a million new homes in our reach and key suburbs. This is not the sentence, this is Soweto, Alex, Khayelitsha, Mitchells Plain. We are further saying that for the next five, six years, we'll commit to spending up to ZAR 12 billion, which is close to about ZAR 2 billion a year, which is more or less the run rate that we've used and what we are assuming going forward. Those are the main headline commitments that we've made. We've also committed that we will continue to compete. We've said that we will be competitive in those areas.
When you start competing with Vodacom, in the Alex example, we're also saying that we will target certain levels of penetration in those areas. It's a wide range of commitments that, if we achieve it, it is good for the business as well as for the communities and for the customers.
Just on that, Pieter, the question is what kind of operational cooperation or coordination is allowable between Maziv and Vodacom, and what are the specific activities that are disallowed based on the Com-Comms agreements.
They will have representation at the board. They're not allowed to see everything that comes to the board. They're not allowed to see detailed tariffs and detailed railroad. At the board they will be able to provide strategic input without seeing all the detail. They cannot have contact with management, they cannot ask management design a new fiber product for me and for me only. Whatever we ever offer to a Vodacom has to immediately the offer holds out to the whole market. That's the commitment we've made. They have some shareholder rights, but those are definitely a lot less than where we started pre the Competition process. Vodacom's still happy with those. The Competition authorities are happy. At least the commission is happy with those. They can not influence the business in a way that will favor them ever.
Not a CIVH question, Carel, but assuming this deal is done and approved, what's the next thing for Remgro?
Lwanda, I think fair to say we are, you know, we remain focused on those objectives that we had set out in our, at sort of our capital markets, then also before that at our, at our interims, and you know, still a meaningful focus is driving the profitability and the performance, you know, of the, of the businesses that we, that we have. We think the generating the commensurate earnings and cash flows that supports our viewer value is priority number one. That remains priority number one. It'd be good to get this one done, if that's possible. That will certainly, I think, contribute towards that. You know, this in and of itself doesn't change our sort of objectives meaningfully. Again, we've got our results coming up in a couple of months and we talk further then.
Pieter, is there any indication yet on what the longer term dividend policy would be for CIVH?
We are committing to a dividend policy in our arrangement with Vodacom. With the debt levels now at a level below the 3.5x that I've mentioned after the CapEx commitments, we will pay out any residual cash.
Just a last one on the webcast. Is there a timeline that you anticipate for Vodacom to take up the option?
Yes. The option dies on the 31st March next year. They have to keep in mind that we first have to do an independent valuation. I suppose, how long does that take? Two months. They will probably have to notify us if they want to take it up at the latest stage by end of the year. We do the independent valuation, and then they have 20 days after the independent valuation results come out to make a decision based on that valuation if they want to actually exercise the option. They'll first notify that they want to look at the option, then the valuation, and then they have to decide within 20 days but not later than 31 March.
Just a new question that's come in the appeal. Your court timeline seems quite long given the support that you've received from the Com- Comm. Is this like a committed timeline from them, or is it just our conservative expectations?
When we originally received the dates from them, it was set for 22 July to July 24. Those dates are still in the calendar, and they have seen this through the commission's statement. It's now one day only, which is tomorrow. I suppose depending on how tomorrow goes, it could be up to three days. Best case, it's the one day for the set aside tomorrow.
That's what they're hearing, not for the results. Just to be clear.
Sorry. Yeah, it's unknown. I have no idea how long it normally takes on looking at past cases. We've assumed eight weeks, but it could be a week.
The EBITDA multiple that you have, the 11.5, that's a trailing twelve month number.
Sorry.
March 25.
That concludes the questions on the webcast, and we take questions on the Chorus Call.
Thank you. The first question that we have comes from Jonathan Kennedy-Good of Prescient Securities. Please go ahead.
Hi there.
Hi Pieter. Good to speak to you again after all these years. We'll focus on the CIVH or Maziv outlook going forward. Could you give us a more granular sense of what the CapEx profile will look like in the next two years and then also what the effect of.
Interest rate would be on the debt.
Post acquisition and then also in terms of the houses or at least the number of homes passed, what is the connectivity rates at the moment, and if that's what could, if you drive that higher, that really where the.
You know, delta could come from in future revenue growth.
Thanks.
I couldn't get all that graphic. I don't think we want to do forward looking.
Yeah, yeah.
I think the purpose of this was really to unpack the terms of the transaction. Again, we are in a closed period. It wasn't really our intention to expand more broadly on the performance and penetration and outlook and CapEx and so forth. We'll do that with our results, you know, to the extent we can give more color.
Sorry Jonathan.
Okay, no problem. Thank you.
Thank you. Just a reminder, if you're on the conference call and would like to ask a question, please press star and then one. Now the next question we have comes from Rey Wium of Anchor Stockbrokers. Please go ahead.
Hello Carel, Pieter, just a quick one. I mean let's assume, I see on slide four you indicate the expected Appeal Court ruling by 30 September. Now I just want to know more or less how long after that can this transaction be concluded? I just want to, let's assume you get the ruling on the 30th September. Is it a case of a week or two or a few months before we get to the final approval or the implementation date?
The first thing that needs to happen after the appeal court ruling will be for ICASA to also make their final ruling. That's why we've built in a little bit of headroom up till the end of November. The actual transaction steps, there's not a lot that still needs to be done to actually pull the trigger on those. It can be a lot shorter than that, but we've built in the flexibility up till end of November.
Okay, so it's basically the unknown, those two approvals, and once you have that, you know you can implement the transaction.
Yes, correct. There's nothing remaining, it's just implementation steps.
Okay, so it's safe to say this transaction could be better done before the end of the year if everything goes well.
Definitely. Yes.
Right. Maybe I heard the previous comment that it's not a numbers call, but just broadly speaking, I mean the CIVH numbers in the Remgro results, I mean you were in a loss situation and that was largely because of the excess debt. Is it fair to assume that with this capital injection the chances are quite good that you will now start to report a profit at the Remgro level for this investment?
Yeah, I think it is. I mean there's a simple calc obviously that you can do, which is just to take the total cash that comes into the whole situation. Now that cash will end up in different places. Some of it will sit in Maziv, a little bit of it will sit in CIVH, and the rest will sit with the shareholders. You know, if you had to take that relatively small net loss and you assume that all the shareholders will end up with their portion of that, I'm not sure exactly what the number is. r9 billion odd, and you apply some rate to it, you could, you should easily get to profitability.
Thanks Carel.
Thank you very much.
Thank you. At this stage, there are no further questions on the conference call. I will now hand back to management for any closing comments.
We've just got one more question on the webcast again on regulatory. Pieter, what are the BEE and ICASA licensing requirements for the deal, and what level BEE rating will Maziv have to have post the deal?
The only requirement is actually BEE shielding. Today Maziv has BEE shielding above 40%. We are continuing to commit that it has to be above 30%, and each of the shareholders, like Vodacom, will have to commit to stay at least 30% so that we can maintain our ICASA license obligations. As I showed, for example, if the option is taken up, our BEE shareholders, which is U GX and CIVH, the shielding actually goes up. As far as BEE, we're in a very good position. We don't have to change anything.
It doesn't look like we have any further questions on the webcast either, so we can close.
Thank you, Lwanda. Thanks, everybody, for getting on this call on short notice. We signed Friday afternoon, 3:00 P.M., or what time was it?
2:00 P.M .
This was. Unfortunately, we couldn't do it earlier the week. It's just how it happened. We had the long stop date on Friday, and we had to get all the agreements signed off. Tomorrow's the next big step. I'm going to attend the Appeals Court. I know it's been a long journey, but the end is hopefully in sight, and we will continue to keep you up to date and posted. Thank you, Lwanda.
Thank you. Thank you, ladies and gentlemen. That then concludes today's conference. Thank you for joining us. You may now disconnect your lines.