Vodafone Group Public Limited Company (LON:VOD)
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Investor Update

Jun 14, 2023

Margherita Della Valle
Group CEO, Vodafone

Good morning, everyone. Thank you for joining us at short notice today. I'm truly excited to be sharing the news that Vodafone and Three will be merging in the U.K. to create a third scaled operator with a best-in-class network. As you know, we have been working hard on this for a number of months to ensure we deliver the best possible outcome for all of our stakeholders. I genuinely believe this deal is great for our customers, great for our country and great for competition. The combination of Vodafone and Three will transform the experience for our millions of customers by creating a best-in-class network for coverage, speed, reliability. The network will be a leader in 5G, with our rollout targeting fully aligned ambitions with the U.K. government Wireless Infrastructure Strategy. Unleashing the power of 5G will drive innovation, economic growth and support the creation of new jobs.

I'm joined by Ahmed today, who has been the CEO of Vodafone U.K. since 2021, and will become the CEO of the combined business. Ahmed joined Vodafone in 1999 and began his career with us, nobody knows this, I think, in customer care, which is something we are both very passionate about. Before taking questions, we have a short presentation to outline why this is such an important transaction for all of our stakeholders, the value of the merger, for our shareholders, and of course, the timeline we will be working to. Over to Ahmed.

Ahmed Essam
CEO of Vodafone UK, Vodafone

Thank you, Margherita, and good morning, everyone. Good afternoon, everyone, now. Margherita has just highlighted this merger is really exciting for me personally, as it is great for customers, great for the country, and great for competition. Starting with the transformation this merger brings to our customers, from day one, both Vodafone and Three's millions of customers will benefit from immediate improvements in network speed, reliability, and coverage. With no change to either operator's pricing strategy, this is a significant increase in value for our customers. This also includes our strong commitments to retain all current measures to support financially vulnerable customers, including our social tariffs. The combination of our networks will also enable broader availability of Fixed Wireless Access products, bringing fast in-home Wi-Fi to more people.

Moving to why this is good for our country, having a better 5G network in place sooner and covering more parts of the country earlier, will deliver up to GBP 5 billion per year in U.K. economic benefit by 2030. Supporting the digital transformation for schools, hospitals, and businesses across the nation. Lastly, the merger is good for competition, both in mobile and broadband, and retail, and wholesale. The current structure of the U.K. mobile market is not sustainable. The chart presented is from Ofcom and was recently included in government's Wireless Infrastructure Strategy. It demonstrates the very clear link between the scale and the ability of an operator to earn an acceptable return on capital.

Vodafone and Three are both subscale compared to the two leading converged operators, following their own previous combinations, where the two larger operators have the ability to invest alongside earning an acceptable return for their shareholders. Merging Vodafone and Three will create a new operator with sufficient scale. This will level up the digital divide for customers with reliable 5G network, with broadband coverage, enabling a national fixed wireless access operations, enables us to lower our capital investment and operating costs, which will deliver over EUR 700 million in annual savings by year five. Of this, around.

Margherita Della Valle
Group CEO, Vodafone

... To Ahmed, Vodafone and Three are, of course, different in size, with different financial profiles. Vodafone U.K. reported EBITDA is around GBP 1.2 billion, and Three is around half that, at a little over GBP 600 million. Albeit, there are some differences in accounting treatment between the two, which you can see in the press release. To achieve our target ownership structure of 51, 49, each business will contribute different amounts of debt into the new entity. Three will contribute around GBP 1.7 billion, while we will add GBP 4.3 billion. The MergeCo will distribute consolidated free cash flow to its shareholders on an annual basis, once the JV has reached its target leverage ratio of 2.5x . Three years after completion, Vodafone will have the right to acquire the remaining 49%, and CK Hutchison will have the right to sell.

There are specific mechanisms in place to ensure that this happens once the merger has been a success and created significant value. To ensure we deliver on the exciting value creation of this merger for our customers, the country, and our shareholders, we have established a comprehensive governance framework. The board will comprise a combination of directors appointed by Vodafone and CK Hutchison. I am delighted to say that Ahmed will be the CEO for the combined business, and that our partners at CK Hutchison are naming Darren Purkis as CFO. Following completion, the combined business will receive a package of best-in-class services from Vodafone Group, including procurement, technology services, and Vodafone business products. The combined business will be consolidated by Vodafone, and the transaction will be broadly neutral to our leverage and will be free cash flow accretive from the fourth full year onwards.

Some summary financial information is presented here, with further detail in the appendices and in the full announcement this morning. We expect the transaction to be completed by the end of 2024, the transaction is subject to certain regulatory conditions, including clearance from the U.K.'s Competition and Markets Authority, and approval under the U.K. National Security and Investment Act. A key part of the timetable is going to be shareholder approvals from both Vodafone's and Hutchison shareholders. We expect to publish a circular for our shareholders later this year, to the extent that one will be required at the time. Before opening up to your questions, I want to close by reiterating how important this merger is for our customers, the country, and for our competition.

The combination of Vodafone and Three will transform the experience of our customers by creating a best-in-class nationwide network for coverage, speed, and reliability. The network will also enable the U.K. to be a leader in 5G, fully in line with the government's Wireless Infrastructure Strategy. Unleashing the power of 5G will drive innovation, economic growth, and support the creation of new jobs. The merger will also support competition, bringing together two subscale operators with returns below cost of capital and creating a third scaled challenger that can compete effectively in both mobile and broadband, as well as retail and wholesale markets. Finally, this transaction will generate significant efficiencies and create substantial value for our shareholders. Thank you for your time, and we can now open up to the first question.

Operator

Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If you would like to withdraw your question, please press star followed by two. When preparing to ask a question, please ensure your device is unmuted locally. First question today comes from Maurice Patrick with Barclays. Your line is open.

Maurice Patrick
Managing Director, Barclays

Yeah, afternoon, guys. Thank you for doing the call out today. Much appreciated. If I could just get you to talk a little bit about potential remedies and your view on that. Maybe you'll say it's early, but I think it's quite important when you look at the history of consolidation in Europe over the last decade or so, you've often seen companies promise large remedies, but then actually the net result is a lot lower because the market gets ruined by remedies. You obviously felt the harsh end of that in Italy and Spain yourselves.

I guess as you make your pitch towards the CMA, I can see your pitch is about better for the U.K. and better for customers, but, you know, what assurances can you give that you know you're not gonna risk giving away so much value via remedies that will actually make this a value-destructive deal? Thank you.

Margherita Della Valle
Group CEO, Vodafone

Thank you, Maurice. I'd say a very important statement that we are making today, you will have seen it in our press releases, that fundamentally, this transaction is very good for competition, and maybe I'll let Ahmed articulate that. Let me add that I think that the market has significantly changed. The telco world has significantly changed since the last decision in this respect, and maybe I can build a little bit on that. First, Ahmed, why is this a good deal for competition in the U.K.?

Ahmed Essam
CEO of Vodafone UK, Vodafone

We believe it's a very strong deal in, to competition, because first of all, day one, customers will be getting a much more, much better quality for what is the same price. We also believe that the investment that will go into creating a world-class network in the U.K. will deliver this quality to our customers, but also to our wholesale partners. MVNOs out in the market will have access to what is better quality networks than only being limited to a duopoly. The third thing is we operate in a market today, as Ofcom highlighted, in its report, that has two subscale players not making enough return.

If the case is really there for the U.K. to accelerate on the investment and deliver on the 5G ambition, we can provide the third scale player that will be able to effectively compete with the two scaled players. There's also a case around accelerating the deployment of Fixed Wireless Access, which is, I would say, a very important product from a fixed broadband perspective, into a wide community in the market. The last and final point is, I mean, I operate in the market today, and I see how competitive the market is, and the market is definitely not limited to the four key players.

There are a number of MVNOs who have managed to achieve scale, and are very competitive, with very low barriers of entry to the market. The share of MVNOs in the market today is north of 16.5% within the mobile market landscape.

Margherita Della Valle
Group CEO, Vodafone

Yes, I think this is a really important point when you compare the decisions that have to be taken today, with the decisions which were taken five plus years ago. As you know better than anyone, the telecom market is very different today, and it's split into layers. One of these layers is the one of MVNOs, which have multiplied the level of competition in the retail space. This is very different from where we were a few years ago. Today, if you are an MVNO, ultimately, 90% of the MVNO traffic in the U.K. is taken up by the two scaled networks of our competitors. Tomorrow, we create these third challengers, and therefore, for the MVNOs, there will be more choices of infrastructure, which in itself is going to support retail competition. The whole merger is predicated on something else.

The whole merger is predicated on the infrastructure layer, and that's where we need three networks able to compete with each other to support a healthier competition. We think it is a really strong, difference with the past.

Maurice Patrick
Managing Director, Barclays

Okay, thank you.

Operator

Our next question comes from Polo Tang with UBS. Your line is open.

Polo Tang
Managing Director and Head of European Telecoms Research, UBS

Thanks for taking the questions. I have two quick ones. The first one is, can you clarify what is happening with your two U.K. network joint ventures, given that Three U.K. and Vodafone U.K., seven different networks? How does this impact the level of synergies that is realizable? My second question is, I know the focus of this call is U.K. M&A, but can I ask a broader question on your recent meeting with the European Commission and Commissioner Vestager? Specifically, what do you think the EC's view is on consolidation, and what do you see as the range of outcomes from the fair share debate in terms of sector CapEx? Thanks.

Margherita Della Valle
Group CEO, Vodafone

Yes. I will start by saying a word on the general environment, and then, Ahmed, you can then move on to the networks situation in the U.K. As you said, Polo, this is really a call about a U.K. deal, so I won't expand on that, just reiterate what you probably have heard me say back in May already, which is it's very clear that the changes I was calling out also earlier for the U.K. are true for the rest of Europe, and there is now a broad understanding about this different situation of the sector also in Europe. At our end, we will continue to work on consolidation beyond the U.K.

You have heard me calling out the fact that a number of Vodafone's markets are delivering returns below cost of capital, and all these markets would benefit on structural transformation, so we will continue to work on that.

Ahmed Essam
CEO of Vodafone UK, Vodafone

On, on the network question, there are three points really to highlight here. If you look into our ambition and what's coming from this deal, is that what we want to. First of all, day one, we would have an immediate benefit as you combine both networks. There are many areas where you would have gaps, and access to other parts of the other network would help complement that. This delivers an immediate benefit on day one. Over time, we build, and we with the GBP 11 billion investment, we integrate and build to deliver a more than 95% population coverage of 5G Standalone. This takes me to the second part of answering this question, which is related to synergies.

If you look into our synergy run rate, announced run rate, which is EUR 700 million, around 50% of which would come from network and IT. A lot of this will come from a lot of the elements that I would say are not really efficient. We would go into one core network instead of two, we would go into one software instead of two . You eliminate a lot of these inefficiencies, and we manage to deliver the CapEx where it's actually needed in the areas that are not there today. The third part of my question, which is, of your question, which is really important, is on network sharing. Obviously, today, we have a network sharing agreement between Vodafone U.K. and VMO2.

There are positive discussions happening at the moment to see how can we make a wider benefit to the VMO2 network out of the sharing agreement. The deal doesn't actually deliver only a benefit from, to the MergeCo network, but if discussions evolve with VMO2, which are positive to the state, this might also lead to a very positive outcome for a VMO2 network. We're committed to this because it delivers a sharing value benefit for both companies.

Polo Tang
Managing Director and Head of European Telecoms Research, UBS

Thanks.

Operator

Our next question comes from Andrew Lee with Goldman Sachs. Your line is open.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

Yeah, good afternoon. I had a question, then a quick follow-up. My question was on the put option. Could you just clarify what the value you've included of the put option in net debt assumptions or what you will include in net debt assumptions? I think you've been saying that Vodafone Group leverage doesn't change much as a result of the deal on day one, so just trying to understand how the put option contributes to that. Is the put option the key reason for the shareholder vote you have on the deal? Then if I could just follow up on Maurice's question, you obviously explained justifications for the deal, but this is congratulations on getting the deal over the line. It's obviously taken some time, and there's lots of complexities.

The key uncertainty coming up is clearly Competition Authority approval. I wonder if you could just talk specifically about what kind of breaking points you have in terms of potential remedy scenarios that would cause you both, you know, Vodafone and Hutch, to pull the deal. Thank you.

Margherita Della Valle
Group CEO, Vodafone

Sure, Andrew. I've noted three points. I hope I'm going to cover everything, maybe not in the right order. To the put option being the driver for the shareholder approval requirement under current regulation in the U.K. That is correct. In terms of, I think, breaking fees, which is your other point, there are no breakup fees in case of no approval. Clearly, we have stated very clearly why this is actually a great deal for competition in the U.K., but as customer, I would say, no breaking fees for that.

On the nature of the put option and the implications for the debt, let me sort of stand back for a second and explain the logic, importantly, of, why the structure of the deal is what it is, which is the following: clearly, we wanted, through this deal, to have a clear route for full ownership of the joint venture, and the structure is giving us exactly that, with the feature of, allowing us to maintain a strong balance sheet as we capture the synergies, which is what I would call the first phase of the execution.

You know, for example, that we have included a threshold of EUR 16.5 billion for potentially move to what I would call an accelerated monetization, if the deal delivers strongly on that front. Then, at the time of potential exercise, and this is important in terms of your implications on our financials more broadly, we have a very wide flexibility if we decide to exercise on how to fund these options, which is a potential mix that covers both cash as well as convertible debt, as well as share. You have seen we have a range of options.

This being said, the point that I think is worth noting at this stage is that all the exercise choices and conditions, I think it's worth mentioning, are still some time away from here. We need to get through the next 12 to 18 months to complete the approval process. Beyond this, the accelerated value creation scenario is triggering the ability to exercise put and call options after three years. We are talking to four to five years from now. Clearly, at the right time, at the earliest. At the right time, we will choose which way to go, and the structure of the deal gives us that optionality.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

Thank you.

Margherita Della Valle
Group CEO, Vodafone

I hope I covered all the points.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

The one thing was just on, it wasn't breaking fees I was asking about, you know, when following up on Maurice, is it was more kind of.

Margherita Della Valle
Group CEO, Vodafone

Yeah.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

what are the, kind of, the limits of remedies that might be required that will cause you and Hutch, I'm guessing you've got some kind of predetermined limits to kind of say, "Okay, we're going to pull this deal because, you know, the remedies offset the benefits we see from the deal," which really?

Margherita Della Valle
Group CEO, Vodafone

Yes.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

could be quite a lot.

Margherita Della Valle
Group CEO, Vodafone

We clearly don't expect necessarily remedies, given the type of deal we are talking about. I think this is really important in this case. Don't apply sort of old methodologies and old approaches for something which is really very different, in a different set of conditions. Beyond that, maybe to just reassure everyone, and I think this is really the heart of your question, we don't see this deal as compatible with any kind of disruptive remedies, of course.

Andrew Lee
VP of Workforce Analytics and Hiring Strategy, Goldman Sachs

Thank you. That's helpful.

Operator

Our next question comes from Georgios Ierodiaconou with Citi. Your line is open.

Georgios Ierodiaconou
Director, Citi

Yes, good afternoon, thank you for taking my questions, congratulations for agreeing the deal, good luck for the next steps. My first one is a follow-up on the network discussion from earlier. From your answer, I guess, Cornerstone is the way you are heading from a network perspective. I was curious to understand if you are thinking about a broader integration of networks, like we've seen in Germany with the golden grid, or more like what T-Mobile has done in the U.S., where you have an anchor network on which you build and expand and improve over time?

Linked to that, I was curious, out of the signature run rate that you highlighted, how much of that comes from a mobile site optimization, where there will be reduced sites outside of the Cornerstone footprint as part of the synergies that you are discussing? The second question is very briefly, just a comment from you. Given that the adjusted free cash flow is only accretive in year four, whether it changes at all how you think about shareholder returns for the group?

Ahmed Essam
CEO of Vodafone UK, Vodafone

If you look to the Vodafone U.K. network, as it stands today, there is part that is standalone, it's not shared, mostly in the key cities, and then there's more end sharing. Okay? There is part that is standalone, it's not shared, mostly in the key cities, and then there's more end sharing out of this, with Cornerstone and Beacon. When the Three network comes along, it gives us the opportunity to use the network on top of the layer that we have. Some of it can get, and it will be based on the discussions we're having with VMO2, and how we evolve this agreement.

Some of it can be rolled out, rolled in, if needed, within Cornerstone, and some of it might be overlapping and will be rationalized over time. The way we see how we evolve the network, going forward, to answer your first part of the question, is to deliver on the first objective, which is let's integrate the networks, deliver the network metrics that will create the right level of ambition in the market, so that we can deliver on our promises. Once we do this, there is a part of, okay, how can we optimize between Cornerstone and out of, Cornerstone?

We get to the end state as we see these, the, this integration coming to the end. To the second part of your question, on the synergy run rate, 50% of the synergies, which is the 50% of the run rate, EUR 700 million cost and CapEx would come from network and IT. A lot of it is driven by a single core network, a single IT stack, and this will take maybe some time, and that's why you see the cash flow positive, turning negative, as Margherita said, in year four, because there will be some investment, EUR 500 million of integration costs, as we integrate the networks to end up with 1 IT stack, one network, from year four onwards.

The number of sites, I mean, we have an idea about the number of sites we will end up with. It's definitely going to be lower maybe than the starting point where the overlap is. It will still deliver on our network sharing commitments, which is very important to highlight. Then you had a question on year four.

Margherita Della Valle
Group CEO, Vodafone

On, yes, in general, on. I think your question was on capital allocation. When we last spoke in May, I was highlighting the fact that potential changes to the shape of the group would trigger potentially the need to review our capital allocation logic, depending on what these changes would be. We don't see this deal as a change that triggers a review of the capital allocation structure for us. This is, well, for two reasons, which I think are pretty obvious in the numbers. The first is, as you noted, it will take some time for the deal to impact our financials, and the initial impacts will be fairly small. First, we have to start to go through these approval processes.

We are talking about, at the earliest, impact on FY 2025 for us. And also near term, the drag to the group free cash flow is fairly small because you have heard us talking about EUR 500 million of synergies over, sorry, of integration costs over five years. So, relatively small impact. And then importantly, the deal is going to be accretive to free cash flow over time. So on the back of all this, no need to make changes at this stage, but of course, what I said in May remains true, which is if the shape of the group was to change materially, we will have to reconsider the overall capital allocation structure.

Georgios Ierodiaconou
Director, Citi

Very clear. Thank you.

Margherita Della Valle
Group CEO, Vodafone

Thank you, Georgios.

Operator

We now turn to Carl Murdock-Smith with Berenberg. Your line is open.

Carl Murdock-Smith
Co-Head of Telecoms and Media Equity Research, Berenberg

Hi. Thank you very much. I was just wondering what you would say to reassure those with national security concerns around the deal? Thank you.

Ahmed Essam
CEO of Vodafone UK, Vodafone

Yeah.

Margherita Della Valle
Group CEO, Vodafone

Thank you, Carl. Yes, Ahmed, from the U.K.

Ahmed Essam
CEO of Vodafone UK, Vodafone

It's a really important question because, as you can imagine, Vodafone U.K. and Three U.K. are both operating today in the U.K., that we're both subject to telecom security regulation. We're both subject to customer privacy regulation as well, and Vodafone U.K. takes this very seriously. On any of our security standards, we would have only customer-vetted teams in the organization that would have access. Not even Margherita would have access to this information within the Vodafone U.K. space, because it's only vetted within it's only allowed within within these teams. It's really important we highlight this.

As we approach this deal, of course, is subject to national security approval, and we will be working with NSIA to comply and to fulfill any of their questions. I believe both companies are that are already operating in the U.K. have this really at heart, and I think I believe we will be addressing all the requirements from the security side.

Margherita Della Valle
Group CEO, Vodafone

In a nutshell, we generally don't see these concerns. We are subject to very strict regulations as it stands today, with a lot of external monitoring as well as internal monitoring. As Ahmed was saying, it's not a matter of who sits where, the importance of our customer data is already embedded in all the current regulations, and will continue to be maintained in the same way as it is maintained today, in the context of the future joint venture.

Carl Murdock-Smith
Co-Head of Telecoms and Media Equity Research, Berenberg

That's great. Thank you.

Margherita Della Valle
Group CEO, Vodafone

Thank you, Carl.

Operator

We now turn to Robert Grindle with Deutsche Bank. Your line is open.

Robert Grindle
Managing Director and Head of European TMT Reseach, Deutsche Bank

Hi there. Thank you. Two questions from me. What is the mechanism to inject the EUR 4.3 billion of debt into the MergeCo? That's from Vodafone. No external debt is mentioned in the presentation, I assume that's shareholder loans. Are they paid back to Vodafone before dividends are paid, or can the loan exist for longer, perhaps, as a contribution for the call option? My second question is about FWA. Quite a high profile in the deal announcement. Is it that the MergeCo views that FWA is becoming a more major substitute for fixed broadband, given the spectrum and scale of the combined company, less need for external fiber? Thank you.

Margherita Della Valle
Group CEO, Vodafone

Yes. I'll take the debt point.

Robert Grindle
Managing Director and Head of European TMT Reseach, Deutsche Bank

Yeah.

Margherita Della Valle
Group CEO, Vodafone

Then move on to FWA, which is actually an important part of the deal that is not always called out very clearly. On the debt point, you are right, we will arrange the full financing for the company from the Vodafone side, expect the repayment to move over time from the cash flow generation of the company. We have a plan that delivers deleveraging of the company as we drive the cost and CapEx synergy through, and we move through the integration cost. That brings us to 2.5x net debt to EBITDA, as the target leverage of the new JV. Then beyond that, as you have seen in the press release, we will start dividend payment on an annual basis.

I'd say there is nothing, how can I say, particularly special on on the financing considerations, and there is no link. I think that's where you were thinking probably with your question. There is no link between the financing and the put and call options in place. Ahmed?

Ahmed Essam
CEO of Vodafone UK, Vodafone

Yeah. On the Fixed Wireless Access, it's important to see how Fixed Wireless Access plays a role in the fixed broadband space. I believe it's quite complementary to the propositions of other fixed products that are there in the market today. Our starting point in Vodafone U.K. is that we have the widest footprint of fiber within the U.K., on the back of an asset-light model, where we use Openreach and CityFibre networks, and we're opening to doing more. From a customer perspective, and this is why I believe in, that this deal is really good for customers.

From a customer perspective, we're limited in terms of choice. What fixed wireless access delivers is another choice for our customers to use flexibly, to use in areas maybe where there is no fiber, to use in areas where they might not have the access to build even into within a an MDU. I think it provides optionality and choice to customers. Our plans today is building an ambition to deliver more than a 100 megabit product on FWA to more than 75% of households in the U.K. This is a big solution to a problem that will take a long time to deliver with the regular fixed products. It's quite complementary, and I wouldn't call it a substitute.

It complements our proposition in terms of how we address consumers, and it adds to the competition in the broadband space, not only with a new product and a new price, but also with flexibility.

Robert Grindle
Managing Director and Head of European TMT Reseach, Deutsche Bank

Thank you.

Operator

Our next question comes from Nick Delfas with Redburn. Your line is open.

Nick Delfas
Global Head of Research, Redburn

Thanks very much. Good luck with the merger. Certainly does seem to be very competitive on the U.S. model. I've just got a couple of questions. First of all, on the charges back to the Vodafone Group, unlike some of the other transactions we've seen in the sector, that you've done or Liberty has done, I presume we should expect that to be reasonably stable or even rise over time? Secondly, just wanted to confirm in the put call, the language in the press release is a bit confusing. It's 5% of group shares that you might give in consideration at your choice in the put call. Thanks very much.

Margherita Della Valle
Group CEO, Vodafone

Nick, on the put call, there is a phasing mechanism, you're right, starting with a 5% cap. I would direct you maybe to IR, to get the sort of the full phasing and the full optionality between shares, convertible, et cetera, depending on how we may decide to exercise it. As I was saying earlier, it's sometime away from now. Your earlier question was on? I got confused now.

Ahmed Essam
CEO of Vodafone UK, Vodafone

Charges back.

Nick Delfas
Global Head of Research, Redburn

On the shared services.

Margherita Della Valle
Group CEO, Vodafone

Yes, intercompany relationship and the charges. Yes, the JV will continue to benefit from our shared operations. That remains the same. Today, the U.K. is leveraging group services on a wide range of areas, going from technology to products, to procurement. As you know, all the shared operations from which we have built strong synergies over time, will continue to be in place, and the U.K. will continue to benefit on the scale there. Now, it's important to note that you heard me say in May, that we are now transforming as well, these shared operations, to ensure that they are entirely end-to-end managed through a commercial model, and by commercial model I mean arm's length relationships, SLAs, and very importantly for me, benchmarked P by Q models.

That all our markets, not just the U.K., will have the certainty of benefiting from the best supplier in those areas. I will have a chance to increase the level of efficiencies that we have already delivered from these shared operations. In that context, Vodafone U.K. will also benefit from this agenda of transformation of the shared operations over time.

Nick Delfas
Global Head of Research, Redburn

Great. Just a very quick follow-up: If the deal were to close tomorrow, roughly, what interest rate do you think the JV would be paying?

Margherita Della Valle
Group CEO, Vodafone

A question I need to really send you to IR on, Nick. Sorry.

Nick Delfas
Global Head of Research, Redburn

Okay, no problem. Thanks very much.

Operator

We have time for one last question today, and it comes from James Ratzer with New Street Research. Your line is open.

James Ratzer
Partner, New Street Research

Yes, thank you very much indeed. Good afternoon. I had, two questions please, both on the synergies that you are talking about. The first one, I think, Ahmed, you talked about potentially lowering the number of sites the network might use in future. Does any of these synergies involve reduced payments to either Vantage Towers or to Cellnex, or the longevity of those contracts prevent you from making any savings on payments to either of those two suppliers? The second question was kind of slightly bigger picture on the synergy number. When I look at, you know, Hutchison today, it's spending 29% CapEx to sales. It's loss-making today.

Clearly in your base case, to give them 49% of the equity of the joint venture, you must presumably be assuming that Hutchison, as a standalone company, is able to reduce capital expenditure and to become a profitable entity. I kind of wanted to make sure we're not really double counting here. That, you know, what is the synergies you're getting from being a combined entity, and what is your base case assumption of Hutchison's underlying standalone CapEx reduction to be able to award them 49% of the equity in the joint venture? Thank you.

Margherita Della Valle
Group CEO, Vodafone

Maybe you start on the network front.

James Ratzer
Partner, New Street Research

Yeah.

Margherita Della Valle
Group CEO, Vodafone

I take the bigger picture of the relative valuation. Let me say, just as an opening, that we have had plenty of time in the last few months to really work through consistent business cases as the starting point for the analysis and extensive due diligence from that, and then also building together the synergy case. Maybe we can bring a little bit more color to life on these points, which I think is very good question.

James Ratzer
Partner, New Street Research

On the tower front, I think it's a very good question. What we want to deliver is, over time, we would rationalize the number of towers to where it's needed. There would be a lot of overlap, but there will also be a lot of gaps. I think it's important to acknowledge this fact, is that there will be demand generated in new areas and also rationalization where the overlap is. We already have MSAs governing our relationship with Cornerstone and contracts covering the relationship with other providers. All the minimum commitments, of course, will be delivered. I think we're talking about the opportunity to scale in terms of deployment on 5G even beyond that.

In summary, it shouldn't change the commitments towards CTIL, and therefore Vantage, and it should bring more volumes in terms of deployment going forward on the back of this EUR 11 billion, 10-year investment.

Margherita Della Valle
Group CEO, Vodafone

On the other part of your question, due to relative valuation, I would say the short answer is yes. We have started from two DCF plans, and within those DCF plans, as we have said also earlier in illustrating the deal, we clearly had to take into account that with the current level of returns of the standalone business, the current level of investment that you call out, is not sustainable in the long term, with all the consequences that this implies. Standing back in terms of relative valuation, I think the really important point is taking into consideration clearly the DCFs of the two businesses standalone. Also taken into consideration the fact that from a Vodafone perspective, we will own 51%. We will consolidate the JV. We will have control, together with the optionality to own the full businesses.

Last but not least, we have not discussed this from this angle yet because we are unpacking the synergies together here. Let me just reiterate it, because I think it's really important as we get towards the closure of the call. I generally believe this is, for Vodafone, a unique opportunity of value creation. We have unique access to a mobile-to-mobile merger in the U.K., and mobile-to-mobile merger synergies are very significant. We have, as Vodafone, but also as an industry, a very strong track record, as you know, of delivery of those synergies. I think it's a really great opportunity for us.

James Ratzer
Partner, New Street Research

Thank you for that, Margherita.

Margherita Della Valle
Group CEO, Vodafone

Yes.

James Ratzer
Partner, New Street Research

Can I follow up and ask-

Margherita Della Valle
Group CEO, Vodafone

Yes.

James Ratzer
Partner, New Street Research

just to throw some numbers around here, I mean…

Margherita Della Valle
Group CEO, Vodafone

Yeah.

James Ratzer
Partner, New Street Research

You know, Hutchison last year spent GBP 743 million of CapEx. You know, it would strike me, my personal view, is to award them a 49% stake in the joint venture. You know, one should be assuming that needs to come down by around, you know, GBP 200 million-GBP 300 million in a standalone case. You know, if that's fair-

Margherita Della Valle
Group CEO, Vodafone

Yeah.

James Ratzer
Partner, New Street Research

Should we be then thinking about, you know, that on top of the synergies? You're thinking, you know, EUR 200 million-300 million Hutchison U.K. CapEx reduction.

Margherita Della Valle
Group CEO, Vodafone

Mm-hmm.

James Ratzer
Partner, New Street Research

A further EUR 700 on top of that. We're thinking, you know, EUR 900 million-EUR 1 billion of savings, or is that just too high?

Margherita Della Valle
Group CEO, Vodafone

No, I think this is not the angle, actually, maybe we can help in the coming hours with the IR team to try and build the bridges on your math. I don't think that is the right angle, and I don't think this logic of, if you want, inertial CapEx reduction, is a big element in the rationale of the relative valuations. See it as DCFs, of course, which have their own assumptions, I think we may be helpful in rebalancing that, together with control on our side as the key driver of the valuation. We are very pleased with the very balanced outcome from that respect, which allows us to access then the synergy side.

Maybe we can have a further detailed exchange later between your team and the IR team to just specifically on peak. Don't see this as a key driver, as the one thing that I would call out.

James Ratzer
Partner, New Street Research

Got it. Okay, thank you so much indeed.

Margherita Della Valle
Group CEO, Vodafone

Thank you, James.

James Ratzer
Partner, New Street Research

Congratulations.

Operator

Thank you. That concludes the Q&A for today. Over to Margherita for closing comments.

Margherita Della Valle
Group CEO, Vodafone

Thank you, Shaun, and just thank you everyone again for being flexible and joining us at short notice. Thank you to Ahmed, and I would say also, a big effort on our team side and on the Hutchison side to get here today.

James Ratzer
Partner, New Street Research

Yeah.

Margherita Della Valle
Group CEO, Vodafone

Very pleased with the conclusion. Thank you.

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