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Acquisition of a leading
Play is the largest operator in the Polish mobile market with a29%market share(1)-15.0msubscribers
LTM key figures(2): Revenues of €1.6bn, Adj. EBITDAaL of €523m, LTM EFCF of €269m
telecom operator in
CAGR service revenue growth of 6.8% (2015-LTM June 2020)
Net debt / EBITDAaL <2.5x at end-June 2020
Iliad has secured a 40.2% stake via Kenbourne Invest and Tollerton Investments for PLN39.00 per share
Cash tender offer for all Play share capital at the same price
Key terms of the
Offer price of PLN39.00 per share, representing an equity value of €2.2bn and an enterprise value of €3.5bn (for 100%)
Offer price represents a 39% premium to last closing price and 33% to the 30-day VWAP(3), premium justified by Play's
intrinsic quality and value of its passive infrastructure
Transaction with fair multiples: 6.8x LTM EV/EBITDAaL and 9.9x LTM EV/OpFCF pre-synergies
Unanimous support from iliad and Play's boards
Announcement of the offer on September 21, 2020
Key dates and next steps
Share subscription period expected to start on October 19, 2020 and end on November 17, 2020
Closing expected on November 25, 2020
A value-creating deal for
Accretive impact on EPS and FCF per share from Year 1
Best practice synergies in digitalization, internalization, procurement and Broadband know-how
Full committed transaction financing, pro forma leverage of 3.2x with solid deleveraging path
Play and iliad share the same maverick DNA - two brands with strong consumer support
A superb opportunity for iliad to accompany Play in its Fixed Convergence journey
Improved Group cash flow generation for iliad
Note: Offer price converted to euro based on FX of 4.4541 as of close of trading on September 18, 2020; net debt converted at period-end spot rate (June 30, 2020); transaction multiples calculated on local currency
(1) UKE 2019 Annual Report
Based on 2020 LTM financials as of Q2-20; Play financials converted to € at FX rate of 4.3575, based on the average FX rate for LTM period
Volume-weighted Average Share Price
VALUE-CREATING DEAL WITH GOOD DNA MATCH
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