TIDMVOD
RNS Number : 3698Z
Vodafone Group Plc
31 August 2018
31 August 2018
VODAFONE ANNOUNCES THE COMPLETION OF THE MERGER BETWEEN VODAFONE
INDIA AND IDEA
Further to the announcement on 20 March 2017, and following
clearance of the transaction by the relevant competition and
regulatory authorities, Vodafone Group Plc (LSE:VOD) ("Vodafone")
announces the completion of the merger between Vodafone India Ltd
and Idea Cellular Ltd ("Idea"). The combined entity will be renamed
Vodafone Idea Ltd. ("Vodafone Idea") shortly and will remain listed
on the Indian stock exchanges1. Vodafone Idea is jointly controlled
by Vodafone and the Aditya Birla Group. The Chairman of the Board
of Vodafone Idea is Kumar Mangalam Birla and the Board has
appointed former Vodafone India COO, Balesh Sharma, as the CEO.
The merger creates India's leading telecoms operator, with
nearly 408m customers. During the twelve months to 30 June 2018,
Vodafone India and Idea generated revenue of INR585bn (EUR7.1bn)
and EBITDA of INR107bn (EUR1.4bn)2. Vodafone Idea is expected to
generate INR140bn (EUR1.7bn) run-rate cost and capex synergies,
equivalent to a net present value of approximately INR700bn
(EUR8.5bn)3.
As at 30 June 2018, the combined cash balance of Vodafone Idea
was INR193bn (EUR2.3bn)4 and its net debt was INR1,092bn
(EUR13.2bn), both after adjustments for the INR39bn (EUR0.5bn)
payment of spectrum liberalisation cost5 made to the DOT and
INR86bn (EUR1.0bn) of equity funding contributed by Vodafone Group,
in accordance with the terms of the merger agreement. More than 80%
of this net debt is owed to the Indian Government and is without
covenants. On this basis, and adjusting for expected run-rate opex
synergies of INR84bn (EUR1.0bn), the combined entity would be
levered at 5.7x LTM EBITDA6. Vodafone Idea will have the option to
monetise Idea's 11.15% stake in Indus Towers upon completion of the
merger of Bharti Infratel and Indus Towers, expected before the end
of the financial year ending 31 March 2019. Based on the terms of
the Bharti Infratel and Indus merger agreement, this would
currently equate to a cash consideration of INR51bn
(EUR0.6bn)7.
Aditya Birla Group is separately completing the purchase of a
4.8% stake in Vodafone Idea from Vodafone Group for a total
consideration of INR26bn (EUR0.3bn), in accordance with the maximum
price payable under the SEBI pricing guidelines. After taking these
proceeds into account, this implies a net capital injection by
Vodafone Group of INR60bn (EUR0.7bn). Following completion,
Vodafone will own a 45.2% stake in Vodafone Idea and Aditya Birla
Group will own a 26.0% stake, both on a fully diluted basis.
Vodafone will also separately hold a 29.4%8 stake in the combined
entity resulting from the merger between Bharti Infratel and Indus
Towers.
- ends -
About Vodafone
Vodafone Group is one of the world's largest telecommunications
companies and provides a range of services including voice,
messaging, data and fixed communications. Vodafone Group has mobile
operations in 25 countries, partners with mobile networks in 46
more, and fixed broadband operations in 18 markets. As of 30 June
2018, Vodafone Group had 534.5 million mobile customers and 19.9
million fixed broadband customers, including India and all of the
customers in Vodafone's joint ventures and associates. For more
information, please visit: www.vodafone.com
About Idea Cellular Limited (being renamed as Vodafone Idea
Limited)
Idea Cellular Limited (being renamed as Vodafone Idea Limited)
is an Aditya Birla Group and Vodafone Group partnership. It is
India's leading telecom service provider with over 408 million
customers and revenue market share of 32.2% (Q1FY19). With a large
spectrum portfolio and number of broadband carriers to support the
growing demand for data and voice, the company is committed to
deliver delightful experiences to customers and contribute towards
creating a truly 'Digital India' by enabling millions of citizens
to connect and build a better tomorrow. It is developing
world-class infrastructure to introduce newer and smarter
technologies, making both retail and enterprise customers future
ready with innovative offerings conveniently accessible through an
ecosystem of digital channels as well as extensive on-ground
presence.
Vodafone Idea Limited (formerly Idea Cellular Limited) continues
to remain listed on the Bombay Stock Exchange (BSE) and the
National Stock Exchange (NSE).
Enquiries:
Vodafone
Investor Relations Tel: +44 (0) 7919 990 230
Media Relations www.vodafone.com/media/contact
Disclaimer
Certain information contained in this document constitutes
"forward-looking statements", which can be identified by the use of
terms such as "may", "will", "should", "expect", "anticipate",
"project", "estimate", "intend", "continue", "target" or "believe"
(or the negatives thereof) or other variations thereon or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Such statements
express the intentions, opinions, or current expectations of the
parties with respect to possible future events and are based on
current plans, estimates and forecasts, which the parties have made
to the best of their respective knowledge, concerning, among other
things, the respective business, results of operations, financial
position, prospects, growth and strategies, statements regarding
the transaction and the anticipated consequences and benefits of
the transaction, and the targeted closing date of the transaction.
Due to various risks and uncertainties, actual events or results or
the actual performance may differ materially from those reflected
or contemplated in such forward-looking statements.
Such risks and uncertainties include, but are not limited to,
regulatory approvals that may require acceptance of conditions with
potential adverse impacts; risks involving the parties' respective
ability to realise expected benefits associated with the
transaction; the impact of legal or other proceedings; and
continued growth in the market for telecommunications services and
general economic conditions in the relevant market(s).
Furthermore, a review of the reasons why actual results and
developments may differ materially from the expectations disclosed
or implied within forward-looking statements can be found:
-- under "Forward-looking statements" and "Principal risk
factors and uncertainties" in the Vodafone Group Plc's annual
report for the year ended 31 March 2018; and
-- under "Other Information - Forward-Looking Statements" in
Vodafone Group Plc's trading update for the quarter ended 30 June
2018.
No assurances can be given that the forward-looking statements
in this announcement will be realised. As a result, recipients
should not rely on such forward-looking statements. Subject to
compliance with applicable law and regulations, the parties
undertake no obligation to update these forward-looking statements.
No representation or warranty is made as to the reasonableness of
such forward-looking statements. No statement in this document is
intended to be nor may be construed as a profit forecast or
estimate for any period. Actual results could differ materially
from those expressed or implied.
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, any
invitation or offer to sell, dispose, acquire, purchase or
subscribe for any securities of any companies mentioned herein in
any jurisdiction, whether pursuant to the transaction or otherwise.
This document shall not be distributed or used by any person or
entity in any jurisdiction where such distribution or use would be
contrary to applicable law or regulation.
1 New exchange ticker symbol for Vodafone Idea expected to be
available in approximately two weeks
2 Based on INR / EUR FX rate of 82.86 as at 30 August 2018 and
adjusted for the sale of standalone towers to American Tower on 31
March 2018 for Vodafone's standalone towers and 31 May 2018 for
Idea's standalone towers (excludes revenue of INR3.9bn (EUR47m),
reflective of Idea's third party standalone tower revenue that was
recognized in Idea's consolidated accounts, and EBITDA adjustments
of INR6.6bn (EUR79m), to give the full pro forma EBITDA impact to
Vodafone Idea for the 12 months to 30 June 2018)
3 As per merger announcement on 20 March 2017
4 Excludes interest accrued which is not due
5 Based on the differential between the entry fee paid and
market price of 4.4 MHz spectrum,
6 Adjusted for the sale of standalone towers to American Tower
(excludes EBITDA of INR6.6bn (EUR79m)) and adjusted for operating
cost savings equivalent to 60% of the total announced cost and
capex synergies of INR140bn (EUR1.7bn) to be achieved on an annual
basis by the fourth full year post-completion
7 Based on Bharti Infratel's 60 trading day VWAP of INR291 as at
30 August 2018 and after applying a 10% discount to the implied
Bharti Infratel March 2018 LTM EBITDA multiple of 7.5x
8 Upon completion of the merger between Bharti Infratel and
Indus Towers, Vodafone is expected to receive a 29.4% shareholding
in the combined company in exchange of its existing 42%
shareholding in Indus Towers, on the assumption that Idea sells its
shares for cash and Providence elects to receive cash for 3.35% of
its shareholding in Indus Towers (as per the Bharti Infratel and
Indus Towers merger announcement). The final number of shares
issued to Vodafone will be subject to closing adjustments,
including movements in net debt and working capital for Bharti
Infratel and Indus Towers
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMMGFRKMLGRZG
(END) Dow Jones Newswires
August 31, 2018 02:00 ET (06:00 GMT)
Vodafone (LSE:VOD)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Vodafone (LSE:VOD)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024