Telia Company AB (publ) (STO:TELIA)
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45.59
+0.05 (0.11%)
Sep 25, 2026, 5:29 PM CET
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Investor update

Dec 5, 2018

Operator

Thank you all for standing by, ladies and gentlemen, and welcome to your conference call. All the speakers now are arrived. You may go ahead.

Johan Dennelind
CEO, Telia Company

Thank you very much, and good afternoon, everyone, to this brief update on our divestment of Ucell. This is Johan Dennelind, CEO. I am also here with Christian Luiga, the CFO, and Jonas Bengtsson, our General Counsel. We will try to make this work. We are in three different locations, so should anything happen to any of our lines, please bear with us, and we will just continue with different orders of speakers. We then have today announced that we are divesting and have divested Ucell in Uzbekistan. I am not going to spend a lot of time on the transaction highlights.

You have seen them, and we will come back to them during the short presentation. What I would like to do is to take you to slide four in the pack, if you have downloaded that. It is about the Uzbekistan timeline. This is just to remind you that what has been a chapter in the Telia history that started 2007 with the entry, and led to significant media scrutiny around 2012, and also probably to the fact that I entered then as CEO with a new Board in 2013. We had then a period of further investigations before in March of 2014 when we were approached by the U.S. and Dutch authorities for preliminary investigations that then continued. I will come back to that.

We, in September 2015, announced that we would be divesting the assets that we have in the region, in Eurasia. We have that as an ambition over time to exit the region responsibly. In 2016, we made a provision for the settlement that we were expecting. In 2017, we adjusted that provision downwards to around $1 billion, which then in September last year led to a global settlement with the U.S., Dutch, and Swedish authorities. That is all out of the way from our point of view.

Since then, we have been focusing on making sure that we could get Ucell sellable, which we have through the years, and also finishing off with a good process here leading up to today's announcement, where we are divesting Ucell to the Uzbek state. On the next slide, I will be very brief on the financial impacts, and if you have further questions, Christian will come back to them in the Q&A. Basically, through this divestment, we are receiving around SEK 1.8 billion .

Since the cash position in Ucell at the FX applied was around 2.5, we are increasing the net debt with about SEK 0.6 billion, and also then around 0.1 on the net debt to EBITDA for the company. We are, however, making a capital gain on the transaction. As you know, we have had a book value around 1.4x in the books, and now we are getting about SEK +400 million more than we had in our books. The big negative effect that is not impacting equity is the recycling of FX that then leads to a total effect on the P&L and the discontinued operations of SEK 3.4 billion.

We have a specialist in FX recycling in the company, and his name is Christian Luiga. He is more than happy to go through the details around that if you wish. We leave that for Q&A. I would like Jonas Bengtsson to talk us through a bit of the legal structure, compliance, and the ethics side of things, which has been a very important part of our responsible exit process in Uzbekistan. Jonas, over to you for now.

Jonas Bengtsson
Group General Counsel, Telia Company

Yes. Thank you. If I can refer you to slide six, where you have seen the legal structure of the ownership of COSCOM, which is a fairly straightforward structure with, as per the transaction this morning, Telia Company owned 100% of COSCOM LLC, which is the legal name of Ucell. We got the 100% share of Ucell by acquiring, as a part of this transaction, the outstanding 6% in the holding company, TeliaSonera Uzbek Holding, from the Dutch state for approximately $11 million or 5.25% of the purchase price that we received from the buyer.

The transaction, as I said, was a fairly straightforward transaction where we sold all the shares in the Uzbek entity to the very long name here, the State Committee of Assistance to Privatized Enterprises and Development of Competition, which is a body of the Uzbek government. It is not a private entity, it is not a company. It is directly a body of the Uzbek government that is the buyer and now the owner of COSCOM.

Through the structure and the process, as we have informed earlier, as part of our settlement with the U.S. authorities, we had an obligation to inform them and also get their okay for any divestments of COSCOM . The U.S. authorities have, of course, been duly informed about this process and the transaction. In connection with this, as also mentioned in the press release, can just confirm that we have complied with all our requirements in the September 21 settlement with the U.S. Department of Justice. Moving on then to the next slide, where we give a short update or overview of the compliance and responsible business issues.

We have, over the years, basically since, as Johan pointed out on the timeline, since 2013-2014, spent significant time and resources on improving and developing a modern and up-to-date ethics and compliance function in not just in Telia Company as a whole, but also as a standalone unit with standalone capabilities in COSCOM itself. I will, on the next slide, very briefly give you some more details on what that has consisted of. We have also, which we have done generally for all our operations in Eurasia, done a human rights impact assessment of our operations there, both with internal resources and with the help of external experts.

Looking into how our business impacts not just the operational and the ethic and compliance side of things, but also the more general human rights impact from the operation of a telecom operator in countries such as these. That information has been taken into account when we have developed the process and developed the transaction and the sale to the buyer. Finally then, perhaps I should say obviously, we have used our standard processes for due diligence, background checks, and KYCs when going into this.

We have gone through a thorough due diligence process with and together with the buyer to ensure that we know who the buyer is, that we know that the buyer has all the correct authority to enter into this transaction, that there are no other involved parties into this. We have also gone one step more, and we have checked and controlled the individuals that are involved in transactions. We have also had our normal controls and checks over how the actual source of funds and flow of funds when the transaction was carried out this morning.

All those controls and due diligence that we have taken has led us to that we feel very comfortable with carrying out this transaction as we have done. Then lastly, before I hand back to you, Johan, let me just on slide eight, I will not take you through all of that. But as I mentioned, we have spent significant time to develop something that we are rather proud of, a very well-functioning and modern ethic and compliance function in our group. But since we have announced that we are divesting our Eurasia assets, we have also then built independent capabilities so that those entities, when we are divesting them, will continue to have systems and functions that works also on a standalone basis without us as an owner.

So with that in mind, we have trained local employees. All employees in the company have been part of extensive training, not just managers, not just part of the company, but all employees. We have trained and also through external trainings, ethic and compliance officers in the country to help them be aware and trained in the highest international standards in compliance work.

We have also established a speak-up line in order to allow any employees or others that have something they want to report to do that in a secure and an efficient way. As I mentioned before, we have done both with internal and external resources, human rights impact analysis, and those learnings we are taking with us when we have designed the process and the transaction that we are now announcing. With that, I think I can hand back to you, Johan.

Johan Dennelind
CEO, Telia Company

Thank you, Jonas. Just to round off then before questions. We have now divested five of our Eurasian companies. We also, of course, exited Russia and our direct stake in Turkcell, all in our efforts and ambitions to purely focus on the Nordic Baltics. We have done, as you understand, two companies left. It is Moldcell and it is Kcell, both under the Fintur umbrella, where we are the shareholders, majority shareholder and minority shareholder is Turkcell. We will, of course, come back and update you on the progress of that as we go along. But as I have said earlier, it is a well-structured process and decent progress on the divestment mission. So let us come back to that when we have any news. But for now, I will leave the questions open to anyone. Thank you very much.

Operator

Thank you for the participants. If you have any questions, you may press star one on your telephone keypad and wait for an automated message advising your line is open. Please then state your first and your last name before you ask your question. If you wish to cancel your request, you may press star two. Once again, star and one to ask a question. Thank you. We will take our first question. Please go ahead. Your line is now open.

Siyi He
Analyst, Citigroup

Hello. Hi. Good afternoon. Thank you very much for taking my questions. This is Siyi He from Citigroup. I just want to ask some clarification on the remaining assets. I wonder if you can just give us a view on how much cash that is staying, cash position of your unsold discontinuous operations. What would that be if we exclude the remaining fines to be paid and also the additional dividend distribute to the minority shareholders? If we can just follow up on that, is that regarding the cash extraction from Fintur, I wonder if there has been any changes in terms of your positions that you would rather keep the cash into Fintur. Thank you very much.

Christian Luiga
CFO, Telia Company

Okay. Christian Luiga here, CFO. I will take your question. Thank you for that. On the cash position in Kcell itself, it is actually a listed company, and the number is available on their quarterly report. What it comes to cash in the Fintur structure other than that, we do not relieve that to the market. The cash we have then received in Fintur, which I suspect is not part of Fintur, that cash we still have in Netherlands, in that company, together in our joint company with Turkcell. When we decide that we want to bring it into our dividend back to Turkcell and Telia or another way share it, we will come back to you.

Siyi He
Analyst, Citigroup

Okay. Thank you very much.

Operator

Once again, to ask a question, please press star one. Thank you. We will take our next question. Please go ahead. Your line is now open.

Maurice Patrick
Analyst, Barclays

Yeah. Hi, it's Maurice here from Barclays. Hi, guys. I guess it feels like a long journey for you. You've explained it very well, and I'm sure you are looking forward to having a lot more focus on your core operations going forwards rather than the disposal process. Just as a question for you guys, can you remind me where we are on the disposal process? I was looking earlier at various sort of news reports as to where you might or might not be with Kcell and various discussions. Have you given us an update? My understanding is there's sort of no comment, but can you give us an update on where you are on that process for Kcell?

Johan Dennelind
CEO, Telia Company

Hi, Maurice. Thank you. Well, we try to keep you as updated as we can along the way when we have any natural windows in the market and when we talk to you regularly. Obviously, we haven't had any breaking news on Kcell other than the discussions we've had on progress generally for Fintur, which has been long process, as you said. We took some time before we aligned with Turkcell. We are now aligned with Turkcell on how to go about the divestment.

We have a very well-structured process where the interested parties are very well known to us. With that in mind, then at least we're very familiar with both expectations on buyer and price and the process. So that's about what I can say, Maurice, on the general update, other than we would love to come back to you with news also on that. But we'll see when it comes.

Maurice Patrick
Analyst, Barclays

Great. Thank you very much indeed.

Operator

Thank you. There are no further questions at this time, sir. Please continue.

Johan Dennelind
CEO, Telia Company

Okay. We thought that was appropriate to give you a chance to hear from us and ask any questions. We appreciate your interest, and we will speak to you next time, whenever that is. Thank you very much.

Operator

Thank you. That concludes our call for today. You may all disconnect. Thank you all for participating.