TIDMVOD
RNS Number : 1581L
Vodafone Group Plc
11 January 2021
Vodafone Group Plc Vantage Towers
11 January 2021
Vodafone and Telefonica to commercialise UK's largest tower
company, Cornerstone
Vodafone to transfer its 50% shareholding in Cornerstone to
Vantage Towers
Vodafone Group Plc's ("Vodafone") UK subsidiary, Vodafone
Limited ("Vodafone UK") and Telefonica UK Limited ("TEF UK")
(together, the "anchor tenants") today announce the
commercialisation of Cornerstone Telecommunications Infrastructure
Limited ("Cornerstone"), the 50:50 owned joint venture company that
owns and manages their passive tower infrastructure in the United
Kingdom.
Vodafone UK and TEF UK have each entered into long-term Master
Services Agreements (each, an "MSA") with Cornerstone, which have
initial terms of 8 years from 1 January 2021, with three 8-year
renewal periods, and which establish Cornerstone as a preferred
supplier of new sites for both operators.
Vodafone intends to transfer its 50% shareholding in Cornerstone
to Vantage Towers in January 2021.
Key highlights
-- #1 tower infrastructure company in the UK operating c.14,200
macro sites and c.1,400 micro sites
-- Extends Vantage Towers' portfolio to c.82,000[1] macro sites
and its geographic presence in Europe to 10 markets, with leading
positions in 9 of them
-- Adjusted FY20 pro forma adjusted EBITDA after Leases
("Adjusted EBITDAaL") of GBP111 million, thereby adding EUR62
million[2] to Vantage Towers' pro forma aggregated Adjusted
EBITDAaL based on its 50% shareholding in Cornerstone
-- Commitments for c.1,200 new macro sites by FY25 and c.1,950
new passive tenancies on existing sites by FY24, with an expected
run-rate Adjusted EBITDAaL contribution of approximately GBP17.5
million by FY26 (100% basis)
-- Attractive medium-term revenue and recurring free cash flow
("RFCF") growth outlook, supported by new build macro sites,
committed new passive tenancies and rural white spot coverage
obligations
-- Cornerstone to maintain leverage of 3.0-4.0x Net Financial
Debt / Adjusted EBITDAaL, by distributing 100% of excess cash with
additional distributions from time to time to maintain leverage
Vivek Badrinath, Vantage Towers Chief Executive, commented:
"Cornerstone is a great addition to the Vantage Towers
portfolio. Cornerstone is exactly the type of high quality grid we
like to own: a number one market position, and two strong anchor
tenants with network sharing agreements in place for whom we are
the preferred supplier. We look forward to working with our anchor
tenants to power the UK's digital transformation, enabling the
roll-out of 5G networks to benefit business and consumers and
ensuring greater mobile coverage for all."
For more information, please contact:
Investor Relations Media Relations
Investors.vodafone.com Vodafone.com/media/contact
ir@vodafone.co.uk GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No. 1833679
Cornerstone overview #1 tower infrastructure company in the
UK
Cornerstone was established in 2012 by Vodafone UK and TEF UK to
create and manage a single network of passive infrastructure
contributed by both mobile network operators. Cornerstone currently
operates c.14,200 macro sites with a 2.0x tenancy ratio (including
active sharing) and c.1,400 micro sites. Cornerstone also provides
management services for the anchor tenants for a further c.5,100
third party sites where their active equipment is deployed.
Vodafone UK and TEF UK have active network sharing agreements in
place that provide for nationwide coverage outside of large urban
centres. The anchor tenants are currently in the process of
unwinding active sharing in London and other urban centres, which
will result in additional macro sites and passive tenancies for
Cornerstone.
Given the quality and reach of its infrastructure, Cornerstone
is well placed to capture a significant portion of the additional
market tenancies required for densification and coverage in the UK.
In addition, Cornerstone is expected to benefit from lower ground
lease costs in future years as renegotiations occur under the
Electronic Communications Code (the "ECC"), which intends to lower
the network operating and roll-out costs of mobile network
operators so as to enable broader, cost effective 5G coverage
across the UK. Cornerstone will retain 30% of the net savings under
each MSA, providing additional capital to further the rollout of
next-generation digital networks in the UK. The ECC will also
enable Cornerstone to speed up and simplify the roll-out of new
macro sites.
MSA Long term contract with BTS commitment from both anchor
tenants
Vodafone UK and TEF UK have each committed to an MSA which will
have an initial term of 8 years, with three 8-year renewal periods.
Network sharing between Vodafone and TEF UK, 2 of the top 3 mobile
network operators in the UK, means Cornerstone is a critical
infrastructure provider to mobile network operators with a combined
mobile market share of 53%.
Under the MSAs, Cornerstone will also be a preferred supplier of
new sites for Vodafone UK and TEF UK. To facilitate the effective
roll-out of 5G technology and meet coverage obligations, Vodafone
UK and TEF UK have agreed to commit as anchor tenants on c.1,200
new macro sites to be constructed by Cornerstone and c.1,950 new
passive tenancies on existing macro sites operated by Cornerstone.
The new macro sites and passive tenancies are expected to
contribute approximately GBP17.5 million of run-rate Adjusted
EBITDAaL by FY26 (on a 100% basis), with total capital expenditure
of approximately GBP130 million.
The MSAs are materially consistent with the Vodafone MSAs in
Vantage Towers' other markets. The MSAs include an inflation
escalator based on a cap and floor (3% and 0%, respectively). The
renewal rights of the anchor tenants for each 8-year period are
materially 'all or nothing'.
Governance Vantage to own co-controlling stake in
Cornerstone
Following the commercialisation and the subsequent transfer of
Vodafone's 50% shareholding in Cornerstone to Vantage Towers, each
of Vantage Towers and TEF UK will own 50% of Cornerstone.
The Board of Directors of Cornerstone will comprise of eight
directors, including four appointed by Vantage Towers and four
appointed by TEF UK.
It is the intention of Vantage Towers and TEF UK for Cornerstone
to maintain a leverage ratio of 3.0-4.0x Net Financial Debt /
Adjusted EBITDAaL and to refinance existing loans with third party
financial debt. Cornerstone will maintain this level of leverage,
with a dividend policy of distributing 100% of excess cash with
additional distributions from time to time to maintain leverage
(subject to not exceeding the target leverage).
Financial information Cornerstone's selected pro forma financial
information on an adjusted basis
Adjusted FY20
Adjusted H1FY21
Cornerstone pro forma[3] (GBPm) (GBPm)
--------------------------------------- -------------- ----------------
Revenue (ex. pass through) 280 139
Pass through revenue[4] 67 38
Total Revenue 347 177
Adjusted EBITDA[5] 229 114
Adjusted EBITDA margin (%)[6] 82% 82%
Recharged capital expenditure revenue - -
Ground lease expense[7] (118) (58)
-------------- ----------------
Adjusted EBITDAa L 111 56
Adjusted EBITDAaL margin (%)[8] 40% 40%
Maintenance capital expenditure (9) (5)
-------------- ----------------
ROpFCF 102 51
Cash conversion 92% 91%
RFCF 91 43
--------------------------------------- -------------- ----------------
Growth outlook Cornerstone's key medium term targets
Cornerstone Medium Term Targets
------------------ ----------------------------------------------------------
Revenue (ex. Pass * Low single digit CAGR
through)
RFCF * Mid single digit CAGR
Capital structure
* Leverage of 3.0-4.0x Net Financial Debt / Adjusted
EBITDAaL
Dividend payout
* 100% of excess cash with additional distributions
from time to time to maintain leverage
------------------ ----------------------------------------------------------
Impact on Vantage Towers Further strengthening position as a leader in Europe
Vodafone's interest in Cornerstone is expected to be contributed
into Vantage Towers this month. The contribution of Cornerstone
will increase Vantage Towers' portfolio to c.82,000[9] macro sites
across 10 markets, with leading positions in 9 of them. Pro forma
aggregated Adjusted EBITDAaL for FY20, including the shares of
INWIT and Cornerstone[10], would amount to EUR742 million[11].
Co-controlled
Fully-owned operations operations
----------------------------------------------------------------------------------------
30 September
2020 DE ES GR[12] CZ PT RO HU IE Conso-lidated IT[13] UK[14] Aggre-gated
------------------ ------- ------ ------ ---- ---- ---- ---- ---- ------------- ------- ------ -----------
Macro sites 19.1k 8.8k 4.9k 3.8k 3.5k 2.2k 1.9k 1.3k 45.5k 22.1k 14.2 81.8k
Tenancy ratio 1.2x 1.6x 1.6x 1.1x 1.2x 2.0x 1.3x 1.5x 1.4x 1.9x 2.0x 1.6x
Market #2 #2 #1 #2 #2 #4 #2 #2 #1 #1
position[15]
FY20PF
Adjusted EBITDAaL EUR290m EUR71m EUR53m EUR109m EUR523m EUR157m EUR62m EUR742m
------------------ ------- ------ ------ ---------------------------- ------------- ------- ------ -----------
About Vantage Towers
Vantage Towers is one of Europe's largest and most
geographically diverse tower companies with over 80,000 towers
across ten countries. We hold either the #1 or #2 market share
positions in nine of the ten countries in which we operate, and our
commanding portfolio of assets is matched by a next-generation
approach to network sharing and services.
Our expanding infrastructure and efficient, high quality
connectivity is accelerating the sustainable digitisation of
Europe's communities by connecting people, businesses, and
internet-enabled devices like never before.
We combine our scale, stability and quality with the agility,
optimism and energy of a start-up. We are inspired by our past
successes and excited by the opportunities in front of us.
For more information, please visit www.vantagetowers.com ,
follow us on Twitter at @VantageTowers or connect with us on
LinkedIn at https://www.linkedin.com/company/vantagetowers .
Basis of preparation
Introduction
The financial information presented above sets out certain
summary pro forma financial results for Cornerstone for the twelve
months ended 31 March 2020 and the six months ended 30 September
2020.
The pro forma financial results of Cornerstone are adjusted to
reflect the expected financial impact of the MSAs which have been
entered into with Vodafone UK and TEF UK as if they had been in
place throughout the twelve-month and six-month periods,
respectively.
Vodafone UK owns a 50% shareholding in Cornerstone, which it
intends to transfer to Vantage Towers. Vantage Towers' investment
in Cornerstone will be classified as an equity accounted joint
venture and will therefore not be included in Vantage Towers'
consolidated Adjusted EBITDA and Adjusted EBITDAaL measures for
financial reporting purposes.
The basis of preparation of the pro forma consolidated and
aggregated financial information for Vantage Towers (including its
operations in Germany, Spain, Greece, Ireland, Portugal, Romania,
Hungary and Czech Republic; as well as its shareholding in INWIT)
for the twelve months ended 31 March 2020 and the six months ended
30 September 2020 is set out in the Vantage Towers Capital Markets
Day announcement dated 17 November 2020.
The financial information presented herein has been neither
audited nor reviewed by Vodafone's or Vantage Towers' independent
auditors and may be subject to changes.
Pro forma financial information for Cornerstone
Historical financial information for the twelve months ended 31
March 2020
The summary historical financial information used as the basis
for the pro forma financial information for the twelve months ended
31 March 2020 contained herein has been extracted from the
Cornerstone Annual Report for the year ended 31 March 2020 and
adjusted for Vodafone accounting policies and certain pro forma
adjustments.
Historical financial information for the six months ended 30
September 2020
The summary historical financial information used as the basis
for the pro forma financial information for the six months ended 30
September 2020 contained herein is derived from Cornerstone's
accounting records and adjusted for Vodafone accounting policies
and pro forma adjustments.
Pro forma and accounting policy adjustments
The same accounting policies and measurement principles as were
applied by Vodafone in preparing its consolidated financial
information for inclusion in its Annual Report for the year ended
31 March 2020 have been used for the preparation of the pro forma
financial information. This includes IFRS 16 "Leases" which was
adopted by Vodafone on 1 April 2019. A pro forma adjustment has
been made to reflect a reassessment of the IFRS 16 lease term
arising from implementation of the MSAs. Financial adjustments have
then been made to present the material effects of the application
of Vodafone's accounting policies and measurement principles and
the MSAs that will be in place for the twelve months ended 31 March
2020 and for the six months ended 30 September 2020. These
adjustments reflect the revenue from the anchor tenants based on
the terms of the MSAs that are in place, including the anchor
tenant rental income from Vodafone UK and TEF UK.
The adjustments are based on the commercial arrangements that
have been entered into between Cornerstone, Vodafone UK and 02 UK
and are subject to potential change. These changes might result
from amendments to the proposed portfolio of assets to be held by
Cornerstone, the scope and pricing of services supplied by
Cornerstone, changes to accounting policies and related estimates
and other potential business developments.
Along with Vantage Towers, Cornerstone is reassessing the IFRS
16 lease term for its head leases. This may result in minor
historical restatement of the pro forma depreciation of
lease-related right of use assets and interest on leases.
The summary pro forma financial results for Cornerstone for the
twelve months ended 31 March 2020 and the six months ended 30
September 2020 have been further adjusted for changes to
Cornerstone's staff capitalisation methodology that will result in
an adjustment to the capitalisation rate going forward. This is
captured through the reallocation of costs from capex to opex and
estimated GBP12m and GBP6m reduction in pro forma Adj. EBITDA and
pro forma Adj. EBITDAaL in FY20PF and 1H21PF, respectively. Please
refer to the table 'Adj. EBITDA and Adj. EBITDAaL reconciliation'
for a reconciliation of adjusted to reported pro forma Adj. EBITDA
and pro forma Adj. EBITDAaL.
KPIs and financial terms
KPIs are generally aligned with Vantage Towers KPIs as disclosed
at the Vantage Towers Capital Markets Day on 17 November 2020.
A number of Alternative Performance Measures ("APMs") are
presented in this announcement, which are used in addition to IFRS
statutory performance measures. These APMs, which are not
considered to be a substitute for or superior to IFRS measures,
provide stakeholders with additional helpful information on the
performance of the business.
Revenue (ex-pass through) excludes pass-through costs in
relation to business rates and within standard configuration
capitalised expenditure. Recharged capital expenditure revenue
represents direct recharges to tenants of capital expenditure in
connection with upgrades to existing sites.
Adjusted EBITDA is operating profit before depreciation on
lease-related right of use assets, depreciation, amortisation and
gains/losses on disposal for owned fixed assets, and excluding
impairment losses, restructuring costs arising from discrete
restructuring plans, other operating income and expense and
significant items that are not considered by management to be
reflective of the underlying performance of Vantage
Towers/Cornerstone.
Adjusted EBITDAaL is Adjusted EBITDA less recharged capital
expenditure revenue, and after depreciation on lease-related right
of use assets and deduction of interest on leases.
Aggregated Adjusted EBITDAaL is Adjusted EBITDAaL for the
operations in which Vantage Towers has a controlling interest plus
Vantage Towers' ownership share of the Adjusted EBITDAaL of INWIT
and Cornerstone.
Recurring Operating Free Cash Flow ("ROpFCF") is Adjusted EBITDA
less recharged capital expenditure revenue, cash lease costs
excluding payments related to ground lease optimisation and
maintenance capital expenditure, which the Group defines as capital
expenditure required to maintain and continue the operation of the
existing tower network and other passive infrastructure, excluding
capital investment in new sites or growth initiatives ("maintenance
capital expenditure").
Cash conversion is defined as Adjusted EBITDAaL minus
maintenance capital expenditure divided by Adjusted EBITDAaL.
Recurring free cash flow ("RFCF") is ROpFCF less taxation,
interest and changes in operating working capital. For the pro
forma results, pro forma income statement taxation and interest
have been used as a proxy for cash paid as no pro forma cash flow
has been prepared.
Net Financial Debt is defined as long-term borrowings,
short-term borrowings, borrowings from Vodafone Group companies and
mark-to-market adjustments, less cash and bank balances and
short-term investments and excluding lease liabilities.
Other key terms
Macro sites are the physical infrastructure, either ground-based
or located at the top of a building, where communications equipment
is placed to create a cell in a mobile network. Macro sites include
streetworks (compact and visually discreet monopole masts that are
used to provide infill coverage, increased capacity or general
coverage in urban areas as an alternative to rooftop towers).
Tenancy ratio is the total number of tenancies (including active
sharing tenancies) on Vantage Towers' macro sites divided by the
total number of macro sites. Active sharing tenancies are when a
customer shares its active equipment on a site with a counterparty
under an active sharing agreement.
Reconciliation of adjustments made to Cornerstone's FY20PF and
H1FY21 Adjusted EBITDA and Adjusted EBITDAaL
FY20 PF H1FY21 PF
Pro forma Staff cost Pro forma Pro forma Staff cost Pro forma
GBPm reported capitalisation Adjusted[16] reported capitalisation Adjusted(16)
-------------------- ---------- ---------------- -------------- ---------- ---------------- --------------
Total revenue 347 347 177 177
Opex (incl.
pass through) (106) (12) (118) (57) (6) (63)
Adjusted EBITDA 241 (12) 229 120 (6) 114
Capital expenditure - - - -
recharge
Ground lease
expense[17] (118) (118) (58) (58)
Adjusted EBITDAaL 123 (12) 111 62 (6) 56
-------------------- ---------- ---------------- -------------- ---------- ---------------- --------------
Glossary
"Active Equipment" the customers' equipment used to receive
and transmit mobile network signals.
"BTS" build-to-suit and corresponds to committed
new build site programs and related
services that have been contracted
with different clients, including ad-hoc
capital expenditure which might be
required.
"CAGR" compound annual growth rate.
"Company" Vantage Towers GmbH
"Micro sites" indoor / outdoor smalls cells, repeater
sites, mobile sites and distributable
antenna system.
"MSA" the Master Services Agreements between
Cornerstone and Vodafone UK and Cornerstone
and TEF UK.
"Passive Infrastructure" an installation comprising a set of
different elements located at a Site
and used to provide support to the
Active Equipment.
"Passive tenancy" the installation of Active Equipment
on a site
"Site" the Passive Infrastructure on which
Active Equipment is mounted as well
as its physical location.
"White spot" a specific geographical location where
no mobile network operator has network
coverage.
Forward-looking statements
This report contains "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995
with respect to Cornerstone's results of operations, financial
condition, liquidity, prospects, growth and strategies.
Forward-looking statements include, but are not limited to,
statements regarding objectives, targets, strategies, outlook and
growth prospects, medium-term targets, the growth of the macro site
portfolio and revenue therefrom, market tenancy targets and the
market tenancy pipeline; run-rate Adjusted EBITDAaL contributions
from new build site commitments; Cornerstone's capital structure
and dividend policy; future plans, events or performance, including
the contribution of Vodafone's 50% shareholding in Cornerstone,
Cornerstone's estimated pro forma Adjusted EBITDAaL contribution to
the Company, new site builds, committed new tenancies and rural
white spot coverage obligations; economic outlook, industry and
legislative trends.
Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such words as
"will", "could", "may", "should", "expects", "intends", "prepares"
or "targets" (including in their negative form or other
variations). By their nature, forward-looking statements are
inherently predictive, speculative and involve risk and uncertainty
because they relate to events and depend on circumstances that may
or may not occur in the future. There are a number of factors that
could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking
statements. All subsequent written or oral forward-looking
statements attributable to Cornerstone, the Company or any member
of the Vodafone Group, including any member of Vantage Towers, or
any persons acting on their behalf are expressly qualified in their
entirety by the factors referred to above. No assurances can be
given that the forward-looking statements in this document will be
realised. Any forward-looking statements are made of the date of
this announcement. Subject to compliance with applicable law and
regulations, neither Cornerstone nor Vantage Towers intend to
update these forward-looking statements and do not undertake any
obligation to do so.
Important information
This announcement is not directed to, or intended for
distribution to or use by, any person or entity that is a citizen
or resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation of such jurisdiction or
which would require any registration or licensing within such
jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the laws of any such jurisdiction. This
announcement does not constitute an offering of securities or
otherwise constitute an invitation or inducement to any person to
underwrite, subscribe for or otherwise acquire or dispose of
securities in any company within the Vodafone Group, including, for
the avoidance of doubt, any company within Vantage Towers.
This announcement contains certain summary pro forma financial
information of Vantage Towers for the 12 months ended 31 March 2020
and for the six months ended 30 September 2020 (together, the "PF
Financial Information") as well as financial information from INWIT
and Cornerstone. For a description of the basis of preparation of
the PF Financial Information, please see "Basis of Preparation"
above. The PF Financial Information has been prepared for
illustrative purposes only and, by its nature, addresses a
hypothetical situation and does not, therefore, represent Vantage
Towers' actual results of operations. Such information may not,
therefore, give a true picture of Vantage Towers' results of
operations nor is it indicative of its results. The PF Financial
Information is subject to change.
This announcement also contains non-IFRS financial information
which Vodafone's and Vantage Towers' management teams believe is
valuable in understanding the performance of Vantage Towers. For a
description of this information, please see "KPIs and financial
terms" above. In this document, the Company utilises certain
alternative performance measures, including but not limited to
revenue (excluding pass through revenue), Adjusted EBITDA, Adjusted
EBITDAaL, aggregated Adjusted EBITDAaL, ROpFCF, RFCF, cash
conversion and Net Financial Debt that in each case are not
recognised under International Financial Reporting Standards
("IFRS"). These non-IFRS measures are presented as the Company and
Vodafone believe that they and similar measures are widely used in
the markets in which it operates as a means of evaluating a
company's operating performance and financing structure. They may
not be comparable to other similarly titled measures of other
companies and are not measurements under IFRS or other generally
accepted accounting principles, nor should they be considered as
substitutes for the information contained in the financial
statements included in this document.
This announcement does not purport to contain all information
required to evaluate Cornerstone or the Company and/or its
financial position. Financial information in this announcement is
preliminary and unaudited and certain financial information
(including percentages) has been rounded according to established
commercial standards. In addition, the Company is currently still
in the process of establishing capital markets readiness by
expanding the scope of management reporting, financial accounting
as well as forecasting and budgeting processes through the hiring
and training of additional resources and rolling out market
standard policies and procedures. As a result, some of the
financial and/or operational information set forth in this
announcement remains subject to change and/or completion. Certain
market positioning data about Cornerstone and Vantage Towers
included in this announcement is sourced from third party sources.
Third party industry publications, studies and surveys generally
state that the data contained therein have been obtained from
sources believed to be reliable, but that there is no
guarantee of the fairness, quality, accuracy, relevance,
completeness or sufficiency of such data. Such research and
estimates, and their underlying methodology and assumptions, have
not been verified by any independent source for accuracy or
completeness and are subject to change without notice. Accordingly,
Vodafone, Vantage Towers and Cornerstone expressly disclaim any
responsibility for, or liability in respect of, such information
and undue reliance should not be placed on such data.
References to Vodafone are to Vodafone Group Plc and references
to Vodafone Group are to Vodafone Group Plc and its subsidiaries
unless otherwise stated. References to Vantage Towers are either a
reference to a member of the group of entities and investments
comprising Vodafone's European towers business as described in this
announcement, or to the group as a whole, depending on the context
and unless otherwise stated. Vodafone, the Vodafone Speech Mark
Devices, Vodacom and The future is exciting. Ready? are trade marks
owned by Vodafone. Vantage Towers is a trade mark owned by Vantage
Towers. Other product and company names mentioned herein may be the
trade marks of their respective owners.
[1] Incl. 100% of INWIT and Cornerstone
([2]) Represents 50% of Cornerstone's adjusted pro forma
Adjusted EBITDAaL for FY20, please refer to p.6 for a
reconciliation of adjusted to reported pro forma Adjusted EBITDAaL.
In addition, please refer to the basis of preparation and
definitions on p.5 and p.6. Based on average EUR / GBP exchange
rate of 0.89402 over twelve months ended 31-Mar-20
[3] See basis of preparation for further information on pro
forma adjustments
[4] Pass through revenue consists of recovery of business rates
passed through to the tenants (FY20: GBP67m, 1H21: GBP38m) and
recharged capital expenditure revenue (FY20: GBP0m, 1H21:
GBP0m)
[5] Includes the impact of the reassessment of the
capitalisation policy for internal staff costs from FY21 which will
result in an adjustment to the capitalisation rate going forward.
Please refer to Adjusted EBITDA and Adjusted EBITDAaL
reconciliation on p.6 for an explanation
[6] Adj. EBITDA divided by revenue (ex. pass through)
[7] Sum of depreciation of lease-related right-of-use asset and
interest expense on lease liability and net interest on finance
sublease arrangements. Cornerstone is performing a lease term
re-assessment, which may result in minor historical restatement of
the pro forma depreciation of lease-related right of use assets and
interest on leases
[8] Adj. EBITDAaL divided by revenue (ex. pass through)
[9] Incl. 100% of INWIT and Cornerstone
[10] Contribution based on an adjusted pro forma basis. Please
refer to p.6 for adjusted and reported pro forma reconciliation
[11] Includes 50% of Cornerstone's adjusted pro forma Adjusted
EBITDAaL for FY20, please refer to p.6 for a reconciliation of
adjusted to reported pro forma Adjusted EBITDAaL. Based on average
EUR / GBP exchange rate of 0.89402 over FY20
[12] Incl. 100% of Greece
[13] Incl. 100% of macro sites from Italy; incl. 33.2% share of
INWIT CY19 pro forma adj. EBITDA of EUR157m (incl. Vodafone
estimates for INWIT lease adjustments)
[14] Incl. 100% of macro sites from UK; incl. 50% of Cornerstone
adjusted pro forma Adjusted EBITDAaL for FY20PF
[15] Estimated based on total number of macro sites compared to
other market participants
[16] As shown under "Financial information"
[17] Sum of depreciation of lease-related right-of use asset and
interest expense on lease liability
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