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    ATC   NL0011333752


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Altice Europe N : 10. Draft minutes of the 2020 Annual General Meeting

09/25/2020 | 02:40pm EDT


with corporate seat in Amsterdam

Oostdam 1

3441 EM Woerden

The Netherlands

Trade Register Number 63329743

Draft minutes of the Annual General Meeting of Altice Europe N.V., a limited liability company, with corporate seat in Amsterdam and address at: Oostdam 1, 3441 EM Woerden, the Netherlands, Trade Register number: 63329743 ("Altice" or the "Company"), held virtually on 26 June 2020 at 11:00 hours (Amsterdam time)

1. Opening

The Chairman, non-executive director and Chairman of the Board of the Company, Mr. Jurgen van Breukelen, opens the meeting and on behalf of the Board welcomes everyone to the Annual General Meeting of Altice. He notes that the meeting is held virtually given the consequences of and developments surrounding the COVID-19 pandemic in the Netherlands. The Chairman further notes that also present virtually are: (i) Mr. Alain Weill, Mr. Dennis Okhuijsen, permanent representative of A4 S.A. and Ms. Natacha Marty, executive directors, and (ii) Mr. Thierry Sauvaire and Mr. Philippe Besnier, non-executive directors.

Also present are (i) Mr. Malo Corbin, Chief Financial Officer of the Company, (ii) Mr. Sam Wood, the Company's Head of Investor Relations, (iii) Mr. Ben Dielissen, on behalf of Deloitte Accountants B.V. ("Deloitte"), who is available to answer any questions relating to the report on the fairness of the annual financial statements tabled under agenda item 2.c, (iv) Mr. Martin van Olffen and Ms. Angela van Breda of De Brauw Blackstone Westbroek N.V., legal advisor to the Company, and (v) Mr. René Clumpkens, independent notary.

The Company Secretary, Ms. Marty, is appointed as Secretary for this Annual General Meeting.

The Chairman notes some meeting formalities. The meeting is held in English. Shareholders had the opportunity to ask questions ahead of the meeting. The answers to the questions that have been received will be addressed when discussing the relevant agenda item. Shareholders who properly registered for the meeting have the opportunity to follow the meeting via an audio cast and to ask follow-up questions relating to the answers to the questions that were asked ahead of the meeting, by sending an e-mail to agm@altice.net during the meeting. Follow-up questions will, as much as possible, be dealt with at the relevant agenda item and otherwise at agenda item 8. The answers to questions relating to the same subject are bundled as much as possible and, where necessary, the number or scope of the questions that will be answered during the meeting may be limited.

Shareholders do not have the opportunity to vote during the virtual meeting but have been enabled to grant a power of attorney to the General Counsel and Company Secretary and the Chief Financial Officer, each acting individually, or to the independent notary, to vote on their behalf. These voting instructions have been processed. The exact number of votes and the


relevant percentages for each voting item will be published on the Company's website. Before starting the voting procedure for agenda item 2.c, the Chairman will announce the number of shareholders having granted a power of attorney prior to the meeting, and the number of votes that can be cast.

2. 2019 Annual Report

2.a Discussion of the 2019 Management Report

The Chairmanremarks that the 2019 Management Report is included in the 2019 Annual Report of the Company (pages 6 - 171) and gives Mr. Corbin the floor to guide the General Meeting through the financial results of 2019.

Mr. Corbingives an overview of the activities in 2019, including the Company's financial results for that year.

2019 was a year in which Altice achieved an acceleration in revenue growth in all its geographies. In France, the strong results were supported by growth across all segments in the fourth quarter, including residential revenue growth year-over-year for three successive quarters. The strong financial performance of the Company overall in 2019 was underpinned by the successful operational turnaround achieved by the new management teams that were put in place two years ago. Altice exceeded its 2019 guidance and continued to focus on deleveraging the Company through growing revenue and EBITDA in the course of 2019. Altice closed EUR 5.3 billion of refinancing in 2019. In January 2020, Altice refinanced another EUR 4.9 billion, at record low rates, locking in significant interest savings as well as simplifying the group's capital structure. In the last quarter of 2019, Altice signed important partnerships in Portugal, which brought EUR 1.8 billion of cash proceeds in the first half of 2020. The diversified capital structure of the group now has no material maturity before 2025. Altice had a strong position of available liquidity close to EUR 5 billion at the end of December 2019. In 2020, the Company expects to accelerate residential revenue growth in its key geographies to grow revenue and EBITDA and further deleverage the telecom perimeter with a target leverage of 4 to 4.5 times.

The revenue growth of Altice France accelerated in the fourth quarter to +13% year-over-year. For the full year 2019, Altice France grew by 6% year-over-year, at the top end of its revised guidance. The residential segment in France grew year-over-year in the fourth quarter, building on the strong performance already achieved in the previous quarters of 2019. Residential revenue growth has been driven by subscriber base growth in both fixed and mobile, which is the result of strong net additions on a consistent basis for many successive quarters. ARPU trends continued to improve due to more fibre conversions, the introduction of the new box in 2019 and a better competitive landscape overall. The fourth quarter was strong for the construction activity of Altice and Altice France built 273,000 fibre homes for


The revenue growth of Altice International accelerated in the fourth quarter to 6.9% year-over- year. For Altice Portugal, the largest asset within Altice International, revenue growth was 3.3% in the fourth quarter, building on revenue growth of +2.1% in the third quarter and +1.1% in the second quarter. In Israel, revenues increased by 0.7% year-over-year in local currency. The market conditions were challenging in 2019, but after stabilizing in the second quarter,


the fixed customer base of Altice grew for two consecutive quarters, with decreased churn and moderating ARPU declines. Revenues in the Dominican Republic increased by +1.1% in the fourth quarter in local currency, within which the residential revenues returned to positive growth in the fourth quarter, supported by solid subscriber trends across fixed and mobile. Teads reported a 25.7% revenue growth in the fourth quarter.

The consolidated financials for the Company showed a revenue of the group of EUR 4.4 billion in the fourth quarter, an increase of 11% year-over-year, and EUR 14.8 billion revenue for the full year 2019, which represents an increase of 5.5% year-over-year. In the fourth quarter of 2019, Altice reported EBITDA of EUR 1.4 billion, an increase of 15% year-over-year. For the full year 2019, the group reported EBITDA of EUR 5.6 billion, an increase of 9% year-over- year. Capex for the group were slightly higher year-over-year in the fourth quarter, partly driven by France, where Altice did more fibre-related installation Capex, alongside sustained network investments to retain its leadership in infrastructure in France. Total Capex were adjusted by EUR 22 million in the fourth quarter of 2019 and EUR 51 million for the full year 2019 relating to the FTTH homes deployed in Portugal ahead of the sale of Fastfiber, since all homes built from 1 July 2019 were added to the purchase price of Fastfiber. Altice reported EUR 548 million of operating cash flow in the fourth quarter, an increase of 18% year-over-year or 21% excluding Altice TV. For the full year 2019, the group reported an operating free cash flow of EUR 2.5 billion, a 19% increase year-over-year.

Mr. Corbin explains that the group's capital structure was simplified, due to the significant refinancing activity completed in January 2020. The removal of Altice Luxembourg HoldCo results in direct access to cash flows from two distinct, diversified funding pools and maintenance of two silos, Altice France and Altice International. The telecom perimeter, formerly known as Altice Luxembourg, had total pro forma net leverage of 4.6 times on an L2QA basis, much lower compared to the 5.4 times the Company reported at the end of the first quarter, 5.2 times at the end of the second quarter and 5 times at the end of the third quarter of 2019. Altice was committed to deleveraging further and the leverage between 4 and

4.5 times is considered consistent now with its reduced cost of debt, accelerated growth and strong liquidity position.

Mr. Corbin continues with the maturity profile pro forma for the refinancing transactions that were closed in the first quarter of 2020. Altice had proactively managed liabilities across its capital structure, significantly improving the maturity schedule while also taking advantage of opportunities to lock in lower cash interest cost. At the end of 2019, the Company had a very strong liquidity position, with EUR 4.9 billion of liquidity, which consists of EUR 2.2 billion of undrawn revolvers and EUR 2.7 billion of cash. The EUR 2.7 billion of cash included proceeds from the sale of 49.99% of Fastfiber. The payment terms are EUR 1.6 billion in 2020, which were already cashed in in April 2020, EUR 375 million in December 2021 and EUR 375 million to be received in December 2026 (not included in the above-mentioned EUR 2.7 billion of cash). The EUR 2.7 billion of cash also included the EUR 200 million proceeds from the sale of the 25% stake in OMTEL, the tower company in Portugal, of which EUR 79 million were received on 2 January 2020, EUR 96 million were received on 13 March 2020 and the remaining EUR 200 million were received at the end of March 2020. The cash position reflects the January 2020 refinancing transactions, including the effect of call premium and transaction fees, if applicable. It excludes the Covage acquisition, which consists of EUR 0.5 billion of funding from Altice France and any associated construction-related EBITDA. The weighted average life of the debt is 6.3 years, the average cost is 5% compared to 5.7% one year ago,


and over 85% of the Company's debt is fixed, pro forma at the end of December 2019. Altice has no major maturities until 2025.

Mr. Corbin moves to the cash interest savings, by stating that Altice has executed meaningfully on the opportunity to reduce the average cost of debt of the group. That resulted in lower annual cash interest cost, which will improve the free cash flow profile of the Company going forward. Altice continued to optimize its capital structure through a refinancing of EUR 2.8 billion at Altice International and EUR 2.1 billion at Altice France. Following these transactions, Altice locked in material reductions to its annual cash interest costs. For 2020, annual cash interest costs of approximately EUR 1.5 billion are expected. That is already a major reduction compared to the accrued interest of EUR 1.84 billion one year ago. Taking into account the interest savings from the two successful refinancing transactions that the Company has completed in May and September 2019, the two transactions and swaps restructuring completed in 2020, Altice had EUR 422 million of interest savings for 2020, which is a significant portion of the EUR 700 million target that has already been achieved. Altice extended and partially repaid the Altice Corporate Financing facility in May 2020. The total annual interest savings pro forma for this transaction were EUR 48 million, resulting in total interest savings of EUR 470 million. Altice remains committed to reduce the leverage of the structure further and will continue to remain opportunistic when it has opportunities in the future to realize lower interest costs.

Mr. Corbin concludes by stating that Altice achieved and exceeded its guidance for 2019, which the Company increased when it released its second quarter results at the end of July. The actual revenue growth for Altice France in 2019 was 5.9%, at the top end of the guidance range of 5% to 6%. EBITDA in France exceeded the revised guidance of EUR 4.1 billion to EUR 4.2 billion. Altice, excluding TV, delivered an operating cash flow growth of 14%, in line with the guidance. For 2020, the Company expects to accelerate residential revenue growth in its key geographies, to grow Altice revenue and EBITDA and to further deleverage the telecom perimeter with a target leverage of 4 to 4.5 times. Because of the strong residential core business of the Company, there is no reason to change the full year 2020 guidance despite the current pandemic. Altice continues to assess the potential impacts of the pandemic carefully, with the main negative financial impacts including potential delays in FTTH construction during the lockdown which the group expects to catch-up, sale of equipment, retail roaming and advertising.

The Chairmanthanks Mr. Corbin for his presentation and notes that he will now answer the questions relating to this agenda item that were received ahead of the meeting. He starts with the questions from the Dutch Association of Investors for Sustainable Development (the "VBDO").

The first question of VBDO relates to climate change. VBDO recognizes the growing maturity of Altice on non-financial reporting and management and compliments the Company with recent accomplishments. Related to climate change, Altice states that GHG-emissions are one of the main risks to the sustainability of the Company's business and that climate change as a whole has a direct effect on the Company and its stakeholders. During the annual general meeting of 2019, Altice mentioned that it would look into task force on climate-related financial disclosure ("TCFD") recommendations for improvements on its risk analysis and identification of opportunities. The question is when Altice expects to start responding to the CDP benchmark and starts reporting on the implementation of the TCFD-recommendations. The


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Altice Europe NV published this content on 25 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2020 18:39:04 UTC

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Managers and Directors
Patrick Drahi President & Executive Director
Malo Pascal Jean-Pierre Corbin Chief Financial Officer
Jurgen van Breukelen Chairman
Armando Pereira Chief Operating Officer
Thierry Sauvaire Independent Non-Executive Director
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