Investor Update

Apr 8, 2021

Good day, and welcome to the Telenor Group Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mrs. Parque. Please go ahead. Good morning, everyone. This is Thorne Bakke. I'm the group CFO of Telenor. Today, I have with me a representative from Investor Relations, Oosten Mervoll. I have Anssen Cretmo, and we also have some other Colleagues from the communications team. Today, we are pleased to announce that after having had Some dialogue with Axiata. We have now reached a stage where we have decided to enter into due diligence and detailed discussions Regarding a potential combination of our 2 telecom companies in Malaysia, Digi and Telkom. Even though we are now at the point where we would like to inform the market, it is important to state that there is no certainty that these discussions will result in a final agreement. And the 2 companies will, of course, operate separately until the deal is completed. In this call, I will give an overview of the main rationale and some key parameters for the transaction. Following this introduction, we will open up for a short Q and A focusing on clarifying the message from the call. Telenor run operations in 2 geographic areas, the Nordics and Asia. We operate the world's most Advanced network in some of the world's most advanced and efficient markets. Supported by our global operating model, We focus on making high quality mobile services affordable and available to the mass market. This approach has enabled us to connect 180,000,000 customers. Eleonore has 25 years of from operating in Asia and has successfully leveraged global competence and local know how to build a leading mobile operations in five Markets across the region. This merger is a natural next step in Telenor Group's focus in the region, And our clearly defined strategy is to create value for shareholders by exploring structural opportunities and drive growth in the Asian portfolio. In Digi, Telenor became an owner in 1999, and we have, in these 22 years, proudly observe the way the company has developed into an innovative and customer focused telecom operator And also how DG has influenced other operations in the Tenno Group. With this transaction, we are taking the next step, And we reached an important milestone in our Asia strategy, and we are establishing a number one operator in Malaysia. We take the best of 2 Malaysian companies and 2 major telecom groups and create a financially and operationally strong company Well prepared for the digital future. The merged company will play an active and bigger role in creating customer value Through innovative products, quality data services and efficient implementation of new technology. With its size, the company will have greater resources to be an attractive alternative for the high value customers, the enterprises, the SMEs, And it will be well positioned to utilize the opportunities within 5 gs services such as AI and IoT. The merger will result in a commercially strong and resilient company with synergy potential. Given the early phase of the process, we cannot give any numbers on the synergy potential at this stage. Based on the 2020 numbers, the combined company in 2020 had around USD 3,000,000,000 in revenue. It had an EBITDA of US1.4 billion dollars 19,000,000 customers, all at the end of last year. The combined company will have a significant value and be among the largest companies on the Malaysian Stock Exchange. When the transaction is completed, Axiata and Telenor will be equal partners with 33.1 percent ownership in the merged company. The proposed transaction will be a stock transaction with Digi purchasing Cellcom and Axiata receiving newly issued shares In Digi, together with the cash component from Digi and Telenor. The cash component from Digi will be in the form of new debt In the merged company of approximately $400,000,000 and the cash component from Telenor will be approximately $70,000,000 The governance structure and guidelines are agreed between the parties and will build on and improve the existing governance of Digi And be according to international standards and the standards set at the Malaysian Stock Exchange. Furthermore, access to global capabilities such as Telenor Global Procurement Company will be important for the efficiency and Success of the company. We believe that scale, strong leadership, financial capacity and execution Capabilities will be important factors for the long term value creation in the telecom sector. So to the process. We will now work towards completing the due diligence and the final agreements during the second quarter. Thereafter, the process of receiving required regulatory and other approvals will continue towards the end of the year, And we do expect completion of the transaction either very late this year or in the Q1 next year. From a Telenor perspective, going forward, we will continue to look for ways to strengthen our operational performance, To utilize our operating model and improve the efficiency of the assets based on a value driven approach. We will continue to look for structural opportunities where we see where we gain scale, increase our ability to innovate And sustained investment flexibility to be in the forefront of the digital development. We consider the proposed transaction to be value accretive for the Telenor shareholders and will be supportive of So by that, I end my introduction and overview. And please bear with me that we say that we are in the early stage. It's The dialogue at the owners' level, and we will now go into a phase with further detailing out between the two companies involved. So by that, I open for a few questions. Please, moderator? Thank Baerki. We'll now take our first question from Andrew Lee of Goldman Sachs. Your line is open. Please go ahead. Yes. Good morning and thanks for taking the questions. I had 2, basically. One was I think the key questions that investors are asking. One is The scope of this deal being restricted to Malaysia at the moment and whether this makes a deal more or less likely On a pan Asian basis, is that after? And then secondly, just I have a stab at asking around synergies. So firstly, how should we think about the decision Go ahead with this deal purely in Malaysia and not the broader scope of the deal that you had tried a couple of years ago to merge all of your Telenor and Axiata's Asian operations into 1. Why not go for the broader deal? And could we see this deal today as a positive first step Towards that. And then the second question on the synergies. Do you think that this deal can extract more than its fair share Of the original synergy plans that you'd suggested, dollars 5,000,000,000 I. E, by gaining access to more procurement synergies and just The scale that the combined entity would have in Malaysia. Thank you. Thank you for that. This you should look at this transaction alone. This is the agreement we've reached now. We had we learned a lot in the last process, and it was a very great experience. We departed as friends, and we have now decided to join forces in Malaysia. So there is nothing beyond this included in this deal. However, as I did say, we will continue to look for Value creating opportunities in our Asian portfolio in Telenor today. So that would be an objective going forward. But in respect to Oksi Assa, this is the deal that is on the table. Then synergies, I think we have to say that it's Too early to say anything on the magnitude and definitely to compare it with the last transaction. Based on this being, of course, the dialogue at the ownership level, we have not yet started looking into How the synergies can be extracted by combining the 2 entities. So that is something we will work on now going forward, And we will, of course, inform you in due course as soon as we have anything further to report in this area. Thank you. Can I just ask a quick follow-up question to the first, which is we had different reasons over the years as to why You couldn't get to the finish line on talks with Axiata, and one of them had been the complexity of the Malaysian deal? And would you see the Malaysian deal as the more difficult end Of the various deals you'd be doing within a broader Axiata deal, I. Would the rest would a broader deal be easier than The specific relations deal in terms of getting regulatory approval and government approval? Yes. I can understand the question, but I hope you understand. It's impossible for me to answer that. The last time, there were some reasons We couldn't proceed. We never commented on that. I know there were speculations. But we cannot say anything further on this at that Sage, other than that, we're very happy to be back and looking at this transaction now. Understood. Thank you. Thank you. We'll now take our next question from Maurice Petrick of Barclays. Your line is open. Please go ahead. Yes, morning guys and thanks for hosting the call. It's appreciated. I know it's hard to add too much given it's early stage. But a couple for me. The first one is just whether or not the timing of the transaction is linked to the government plans to create this 5 gs Special purpose vehicle. There's lots of speculation with also the government's being sourced talking about creating a state sponsored 5 gs network. Yes. Is it that that's crystallizing the disaster of the deal now? And the second question is, I mean, On the multiple, maybe I've got a math wrong, but it seems like you're doing this deal at a lower multiple than with digit rates, I. E. The implied multiple for Cellcomers, low than digits implied multiple of you. Do you agree with that? And if so, I guess, why? Thank you. Thank you, Maurice. We consider this deal to be a very good deal. It will be a deal that enable us To take part in the development and going forward in Malaysia. And of course, 5 gs It's an important part of their future development. However, we all know that the 5 gs will take some years to materialize. And we still think that based on independently of that, this transaction will be beneficial both for the shareholders And the customers. And we will still be in the 4 gs world for quite some years. So and to the valuation, I can't comment on the valuation. And you, of course, are good to do the math. We think this is a good Transaction for both parties, and that is what I can comment on in this respect. I'm sorry for that. That's right. Thank you very much again for taking the call. Thank you. We'll now take our next question from Alex Coe of Enel Westman Bank. Your line is open. Please go ahead. Thank you so much. I have a couple of questions. The first is, Who will own the balance of the merged company? Both you and Axiata will own 33.1%, so there will be a 34% still outstanding. Who will own that 34% remaining stake in the merged entity, right? And my second question is, What is Telenor's overall long term plans in Malaysia? Given that Telenor has divested from certain countries, Over the longer term, would that also be part of your exit plan for Malaysia? I understand that is a tough question, but perhaps could you give us a bit of I have clarity in your overall long term plan for Malaysia. And my third question It's regarding your the telco towers for both Digi as well as for telecom adapter. Would there be a need to dispose off the telco some of the telco towers? And how about the spectrum Yes. Would there be certain access spectrum that you may actually have to give up to the government? That's My question is for now. Yes. Thank you very much. And I will try to answer it quickly. The balance shareholders will be the current shareholders of Digi. So Telenor today owns 49% of digits and meaning that there is 51% other shareholders. This will, Of course, be part of the new combined entity as well. So this is shareholders of the stock exchange, some of We have been when it comes to our outlook Malaysia, we have been 22 years in Malaysia. We are very committed to the country. We have great beliefs For the development of this market. For us, this is a natural next step to create a strong Telecom provider in Malaysia, and we are very proud to be part of that company going forward as well. So we have a very firm strategy on being present in these Asian markets. The telco towers you asked about, the towers in Digi will, of course, be part of the combined entity, But there is no tower deal out included beyond that. So that is not part of this deal. So I think by that, I will open up for 3 more callers with one question each. Thank you. Thank you. We'll now take our next question from Frank of GMP Markets. I just wanted to elaborate A bit on the future outlook for Telenor in Asia, given this. Clearly, You've had for many years a well known strategy, which was used to be called control or exit. That hasn't been perhaps reiterated in that same wording for a while. But given this deal, I would assume that this implies the current proposed partnership would imply then a deconsolidation of Digi The continuation of the operations in the form of being associated companies in Telenor's accounts. How do you view your ability to control and manage ESG risks and so on and being in control of the operations Given this new situation, does do you see steel is the control or exit strategy Still valid? Or is that more of an historic, yes, thing in the past? Could you please update us On your thoughts on this and how this could potentially then also have implications for other How are you thinking about some of the other consolidation opportunities in Asia and the Asian Footprint overall, really. Thank you. Yes. Thank you very much, Frank, and I understand the question. Yes. So by a 33.1 percent ownership, it will not be part of the consolidated financials Of the Telenor Group going forward. So that is correct. It will be now shown in our accounts As an associated company, so that means that, of course, that the revenue and EBITDA will be excluding The revenue and EBITDA from Digi as we have it today and from the merged company in the future, but we will get it in under the In the net income statement. So to the question on governance. We are of course, as you know, we are looking for opportunities that we consider can create growth and also or enable us To create growth and also to create value. In this situation, we will end up with a 33.1% ownership. In this process towards arriving here, a significant part of this process for us has also been to conduct a thorough evaluation How we, in this setting, will be able to control and influence the operations and the governance of the company, as you said. And we find that this transaction includes appropriate structures and agreements that provide us with confidence that the merchant Co companies would follow the standards that we find appropriate going forward as well. Was there anything that I missed in your question, Frank? Well, thanks for that. It might be then the last The element of the question with regards to kind of the overall picture in Asia, where do you see this Kind of associated company structures perhaps as opening up for more Partial ownership and deconsolidations are more operations in Asia. And to what extent this could really open up for partial exits on some of these Operations over time or yes, that's basically In the light of the old control or exit strategy. But Yes. Yes, thank you, Frank. No, we have and we will continue to have a value driven approach, As we say, we will in this situation, we do create we are today number 3 player in the Malaysian market through Digi, And we are now creating a number one market position player. We think that is a lot is the value in itself, and it will be a large And very strong company. So going forward, we will continue to have the same value driven approach. We will look for continue to look for these in market consolidation opportunities that we see now. And that could also be in the future that this structure could be used in other markets if that is the opportunity. But we will, in our approach, focus on creating strong players in the various markets. We will focus on having Value creation for the shareholders and a good customer offering. And we will, of course, focus on Having the governance that we find appropriate and that is according to the standards we find necessary to operate. So we will continue to look for opportunities as we go forward. Okay. Thank you. Thank you. Okay. I understand. We will now take our next Yes. Go ahead, Mrs. Baque. Yes. So I understand we have 5 callers now or something. So please continue. Sure. Thank you. We'll now take our next question from Johanna. Your line is open. Please go ahead. Yes. Hello, Johanna Olkris from SEB. Again, thank you for hosting this call. Short question on regulatory Well, I'm just wondering how certain you are to get regulatory approval given the 40% Market share of the combined entity on the mobile side. And I'm just wondering how this process works. So have you been in discussions with the regulator Already now? Or is it something that you will start presenting as of today? Or how has that how is that process developing? Thank you. Yes. So in respect of the size of the company, it will, of course, if you look at it from a kind of a narrow mobile market perspective, It will, of course, have around the market shares of 40%. However, what we see in several markets now It's that, of course, that there are convergence and with the broadband and other similar projects. And then we also have The OTT players. So if we look at it from other angles, it will not be that of a dominant player in the local market. So it, of course, depends on which perspective you take. When it comes to the regulatory approvals, we cannot go into Two details on that. It is the defined process that we will follow. We have had a good dialogue with key stakeholders, But it will follow the ordinary process that is required in this market, and that will start after we have reached agreements Between the parties involved in this transaction, then we will approach the government and regulatory Governments to get their approvals to seek their approval. Thank you. Thank you. Thank you. We'll now take another question from Andre of UBS. Your line is open. Please go ahead. Hi, thanks for taking my question. I was just curious about how the communication around this deal are both going into this announcement. So you flagged Malaysia as a Potential markets of consolidation when you were part of your 4Q results. Then we had a local press talking about this about a month ago and then Axiata basically saying this is not on the table also a couple of weeks ago. So can you maybe just explain what some of the roadblocks going into this where Aksyas in particular were mentioning the 5 gs setup being an obstacle to this. So if that indeed was hurdle from your How did that get resolved in the end? Thank you. Thank you. I hope you understand. I cannot speculate anything in what I have been in the various communications in the local markets. We've had dialogue with Afzata, and we have now reached this stage. So I cannot say Anything further on that and in respect of the process that we've had. And since 2019, there has been on and off speculations we have observed In the various markets, but we can't comment on that. Thank you, professor. Just to the 5 gs angle in particular, because that was The reason why Axiata itself, the management of Axiata, was saying this is not on the table. So from your perspective, this is not an issue whatsoever, the I can't I'm not aware of the communication from Axiata, and I can't comment on that. We think that this transaction will be A good company to take a significant and active part in the 5 gs development in Malaysia going forward. And until we reach that stage, we will, of course, continue to work to deliver high quality 4 gs services. So that is what I can say on this topic. Thank you very much. Thank you. Mrs. Baque, are we open to take more questions? Yes, we can take a few more. Perfect. Thank you ever so much. We'll now take our next question from Peter Nielsen of ADG. Your line is open. Please go ahead. Yes. Thank you. And, Antonio, you've obviously commented on a range of the issues. I'd like to return to the sort of one of perhaps the most dramatic change, Mainly, you're willing to accept less than 50% control as was highlighted in an earlier question. You obviously have a history in With joint ventures at Telenor, are you do you feel confident only that you would be able to convince investors that the necessary Conditions and governance is in place to prevent sort of a repeat of previous sort of years' Experiences with joint ventures in this regard, please. Any comments here on the elaborations would be appreciated. Thank you. Yes. Thank you, Peter. Of course, we've had some learnings from the past In having these kind of positions, and I think it's fair to say that we have learned a lot and we've taken these learnings with us. The governance structure and the guidelines that we have agreed between the main partners Mean that we will continue to have a considerable operational influence through the DoD representation, And also, we will have the ability to point some key positions in the merged company. And this, together with How we proceed to operate this company means that we will avoid some of the experiences we've had from the past. And this has, of course, been very high on the agenda on our side as well during this process. Okay. Thank you very much, John. Thank you. If you find that your question has been answered, you may remove yourself from the queue by pressing star 2. We'll now take our last question from Usman Gavi of Berenberg. The line is open. Please go ahead. Hello. Thank you very much. A very quick one from me, please. On the I understand that the towers mobile towers that Digi owns is part of this transaction, but I just wanted to understand if The towers that Cellcom owns, whether that is part of the new entity because I'm aware that Etcata holds the towers within e.co. So if you could Clarify which tower this new entity will be owning or not? Thank you. Yes. As you say, Digis Towers will be part of the transactions, And they will go into the merged company. But Telkom only, to our knowledge or to my knowledge, only have Very few towers, and they will also go into the MergeCo. But as you say, e.co is a separate stand alone company, And that is not part of this transaction other than the ordinary business relationship that exists between EDOTCO and the 2 companies. I see. And I I guess given Axiata's interest in Listingi dotco at a separate time, I mean, is it important for The towers at Digi to be within this new core? Or are you agnostic for this new core to be owning towers or not? This is something I cannot speculate on. This will be how this developed going forward will be under mandate of the Board of Directors The new company. So what we're looking at now is a transaction as we stated here, and then that would be for a later stage. So I'm afraid I can't comment on that. Thank you very much. Appreciate it. Yes. So ahead. You very much for dialing in and for your good questions, and we look forward to meeting you soon again. Thank you. Thank you. Ladies and gentlemen, this concludes today's call. Thank you for your participation. Stay safe. You may now disconnect.