PAGE 1 TPG and VHA have agreed to a merger of equals to create Australia’s leading challenger full-service telecommunications provider Notes: (1) Based on 12 months pro forma EBITDA contribution of TPG and VHA as per unaudited accounts to 30 June 2018 of $1,855m.
TPG Telecom & Vodafone Hutchison Australia
Merger of equals
30 August 2018
1) Transaction overview
Recommended merger of equals of TPG Telecom and Vodafone Hutchison Australia
TPG and VHA have agreed to a merger of equals to create Australia's leading challenger full-service telecommunications provider
TPG Telecom ("TPG") and Vodafone Hutchison Australia ("VHA") have agreed to implement a merger of equals to create Australia's leading challenger fullservice telecommunications provider
-- Merged Group will be owned 49.9% by TPG shareholders and 50.1% by
VHA shareholders
-- The Board of TPG intends to distribute a fully franked Cash Special
Dividend to TPG shareholders prior to completion of the Merger
The Merger will be implemented via a TPG Scheme of Arrangement, following which the Merged Group will be listed on the ASX and will be named "TPG Telecom Limited"
Illustrative Merged Group shareholder structure
TPG shareholders: 49.90%
VHA shareholders: 50.10%
Ultimate parent
HTAL listed
entity listed on LSE
on ASX
David Teoh
WHSP
Other TPG
Vodafone
shareholders Group Plc(3)
Hutchison Australia(3)
The Merged Group's Net Debt will be ~$4.0bn on completion, representing ~2.2x Net Debt / PF June 2018 EBITDA of $1,855m, excluding synergies(1)
17.12%
12.61%
20.17%
25.05%
25.05%
-- VHA will have Net Debt of $1,944m plus a $80m spectrum payment on 31
January 2019 via a recapitalisation by the current VHA Shareholders(2)
-- TPG will have Net Debt of $1,672m plus a $352m spectrum payment on 31
January 2019, with the difference relative to TPG's actual Net Debt ahead of completion intended to be distributed to TPG shareholders as a fully franked Cash Special Dividend
-- Expected investment grade credit profile with strong cash flow generation
which is anticipated to support an attractive dividend
TPG also intends to separate its Singapore mobile operations by way of an inspecie distribution of shares
-- The Singapore Separation will occur on or before implementation of the
Merger
Merged Group
New ASX listing To be named "TPG Telecom Limited"
Implied Enterprise Value: $15.0bn(4) Revenue (PF June 2018 LTM): $6,022m EBITDA (PF June 2018 LTM): $1,855m
Notes: (1) Based on 12 months pro forma EBITDA contribution of TPG and VHA as per unaudited accounts to 30 June 2018 of $1,855m. Leverage of ~2.2x includes TPG's target Net Debt of $1,672m, VHA's target Net Debt of $1,944m and January 2019 700MHz spectrum payments of $352m and $80m respectively. Leverage does not include the January 2020 spectrum payments of $352m and $80m for TPG and VHA's 700MHz spectrum respectively, nor any working capital adjustments that may be required. (2) VHA Shareholders include upstream shareholders Vodafone Group Plc and Hutchison Telecom (Australia) Limited. (3) Look-through beneficial ownership of VHA shareholders. (4) TPG's equity value based on the last undisturbed share price close of $6.29 as at 21 August 2018, adjusted for the difference between TPG's current Net Debt of $1,266m and its target Net Debt of $1,672m. TPG's Net Debt based on its target Net Debt of $1,672m plus its 700MHz spectrum payment of $352m due January 2019. VHA's equity value based on the agreed merger ratio with reference to TPG's adjusted equity value. VHA's Net Debt based on target Net Debt of $1,944m plus its 700MHz spectrum payment of $80m due January 2019. Excludes adjustments for Singapore Separation.
PAGE 1
1) Transaction overview
Summary of other key merger terms
TPG and VHA have entered into a Scheme Implementation Deed to effect the merger
Merged Group Board and management
Merged Group will be led by an experienced Board and senior executive team that will draw on the breadth of both groups' skills and expertise
-- David Teoh (current CEO and Chairman of
TPG) will be non-executive Chairman of the Merged Group
-- Iñaki Berroeta (current CEO of VHA) will be
CEO and Managing Director of the Merged Group
Merged Group Board of Directors will also include existing TPG directors Robert Millner and Shane Teoh, two nominees of the Vodafone Group, two nominees of Hutchison Australia and two independent directors
TPG Board and shareholder support
TPG's Board of Directors unanimously recommend TPG shareholders vote in favour of the Merger, in the absence of a superior proposal and subject to the Independent Expert concluding that the Merger is in the best interests of TPG shareholders
All TPG Directors intend to vote consistently with their recommendation all their shareholdings which they own, control or have a relevant interest in, in favour of the Scheme in the absence of a superior proposal and subject to an independent expert concluding that the merger is in the best interests of TPG shareholders
Major shareholders of both TPG and VHA remain committed to the long-term value creation opportunities available to the Merged Group and will also enter into separate 24 month voluntary escrow arrangements on this basis(1)
Key approvals and transaction timing
Implementation of the Merger is conditional on regulatory approvals (including ACCC and FIRB), TPG shareholder approval, court approval, VHA successfully completing its Restructure and completion of the Merged Group's refinancing
Subject to when the various conditions are satisfied, the Merger is expected to be implemented next year
Notes: (1) David Teoh has agreed to a 24 month escrow in relation to 80% of his interest in the Merged Group after Merger implementation. VHA Shareholders have agreed to a 24 month escrow on 100% of their shareholding after Merger implementation.
PAGE 2
1) Transaction overview
Side-by-side comparison
Merger will deliver increased scale to support future growth, and an enhanced ability to invest and innovate in a highly competitive telco market
Merged Group pro forma enterprise value of approximately $15.0bn(1) Combined PF June 2018 revenue of $6.0bn, EBITDA of over $1.8bn and Operating Free Cash Flow of $0.9bn(2), excluding synergies Combined market share across key markets of ~20% or more with significant opportunity to win market share from major competitors across mobile & fixed
markets and consumer & enterprise customers
Pro forma Merged Group, excluding synergies Implied Enterprise Value(1) Implied Equity Value(1) Merged Group equity ownership Target Net Debt (post January 2019 spectrum) / EBITDA(5)
$7.5bn $5.4bn 49.9%
2.4x
$7.5bn $5.5bn 50.1%
2.0x
Merged Group(3) $15.0bn $10.9bn 100% 2.2x
Revenue PF June 2018 LTM(5) EBITDA PF June 2018 LTM(5) Operating Free Cash Flow PF June 2018 LTM(2)
$2,498m $839m $497m
$3,569m $1,008m $391m
$6,022m $1,855m $895m
Mobile market share(6) Mobile subscribers Fixed line broadband market share(6) Fixed line broadband subscribers(8)
~1%(7) ~0.4m(7)
~22% ~1.9m
~19% ~6.0m
n/a n/a
~20% ~6.4m ~22% ~1.9m
Notes: (1) TPG's equity value based on the last undisturbed share price close of $6.29 as at 21 August 2018, adjusted for the difference between TPG's current Net Debt of $1,266m and its target Net Debt of $1,672m. TPG's Net
Debt based on its target Net Debt of $1,672m plus its 700MHz spectrum payment of $352m due January 2019. VHA's equity value based on the agreed merger ratio with reference to TPG's adjusted equity value. VHA's Net Debt
based on target Net Debt of $1,944m plus its 700MHz spectrum payment of $80m due January 2019. Excludes adjustments for Singapore Separation. (2) Operating Free Cash Flow defined as EBITDA less Capex, before
spectrum payments based on preliminary pro forma twelve months period ending 30 June 2018. Excludes one-off payments of capital creditors and the impact of synergies. (3) Merged Group financials based on preliminary pro
forma merger adjustments including eliminations. (4) Pro forma leverage metrics based on June 2018 LTM EBITDA, TPG target Net Debt of $1,672m, VHA target Net Debt of $1,944m and January 2019 700MHz spectrum
payments of $352m and $80m, respectively. (5) 12 months Revenue and EBITDA for each of TPG and VHA based on unaudited accounts to 30 June 2018. (6) Consumer mobile phone service provider and consumer fixed
broadband services market share for 2016 as per ACCC Communications Sector Market Study Final Report April 2018. (7) Represents TPG and iiNet MVNO customers. (8) Represents consumer broadband subscribers.
PAGE 3
1) Transaction overview
Compelling strategic rationale
1 Creating Australia's leading challenger telecommunications operator
Significant scale across Australia, with complementary fixed line and mobile networks to create a stronger challenger to Telstra and Optus Well positioned to capitalise on 5G opportunities Sustained capital investment across both fixed and mobile networks with strategic portfolio of spectrum assets Highly complementary owned network infrastructure will improve consumer telecommunication services and experience
2 Driving benefits for all customers
Integrated, full-service telecommunications company with a comprehensive portfolio of fixed and mobile products Scale ensures attractive prices, improved customer interaction and long-term, sustainable consumer choice Highly complementary product set and distribution channels across all Australian consumer, SME, corporate and government markets Significantly enhances the customer experience
3 Creating shareholder value
Larger ASX-listed telecommunications operation with an enhanced ability to invest, innovate and compete against the major network operators Improved returns on capital from increased scale, significant cost synergy potential as well as enhanced revenue cross-sell and upsell opportunities Strong balance sheet with an expected investment grade credit profile and strong cash flow generation which is expected to support an attractive dividend Improved returns to all shareholders of both companies
PAGE 4
2) Overview of the Merged Group
Stronger and more diversified operations
The Merged Group will have an enhanced network with highly complementary assets and a more diverse earnings base across fixed broadband and mobile
Highly complementary owned network infrastructure
2nd largest fixed voice and data network with 27,000km+ of metropolitan and inter-capital fibre
400+ national network points of presence
Connected to 121 NBN POIs
1,000s of on-net fibre buildings
400+ DSLAM enabled exchanges
Wi-Fi networks in 5 major cities
International links into New Zealand, Singapore, Hong Kong, Japan and the USA
Australia-wide mobile network with 5,000+ sites
State of the art 4G network covering 22 million Australians
Substantial national low and high band spectrum holdings
Access to the networks of both Vodafone and Hutchison Group including unrivalled global roaming and IoT services
Australian firsts: core network virtualisation project and in-field deployment of "4.9G" FDD massive MIMO
TPG PF June 2018 LTM EBITDA(1)
TPG Corporate
39%
$839m
VHA PF June 2018 LTM EBITDA(1)
$1,008m
VHA Mobile 100%
TPG Consumer
61%
Merged Group PF June 2018 LTM EBITDA(2)
VHA Mobile 54%
$1,855m
TPG Consumer 28%
TPG Corporate 18%
Notes: (1) PF June 2018 LTM EBITDA based on unaudited LTM accounts to 30 June 2018. (2) Illustrative segments shown prior to segment eliminations. Merged Group PF June 2018 LTM EBITDA of $1,855m includes pro forma consolidation adjustments.
PAGE 5
3) Strategic rationale
Merged group will be a stronger challenger to Telstra and Optus
Merged Group will be a more effective competitor to challenge the major network operators by integrating fixed line and mobile businesses
Enterprise value (A$bn)(1)
Mobile market share (%)(2)
Fixed line market share (%)(3)
Major network operators
51.0
58.5
Pro forma Merged Group
15.0
7.5(4)
~41%
~29%
~20%
~19%
~51%
~17%
~22%
n/a
7.5 ~1%(5) ~22%
Mobile virtual network operators
Others
0.3
2.6
n/a
MVNOs: ~10%
n/a
~6%
~4%
With an enterprise value of ~$15bn, the Merged Group will have sufficient scale and scope to effectively compete against the majors
Highly complementary product offering across fixed line and mobile will provide a complete solution for customers
Significant upside from Merged Group's ability to win market share from Telstra and Optus
Current Australian spectrum holdings (MHz)
Estimated Australian spectrum holdings across Sydney & Melbourne (MHz)(6)
400 334
300
217
196
200
156
100
0 Optus
Telstra
Merged Group
VHA
40 TPG
Combined access to spectrum will better position the Merged Group to compete with the majors across both metro and regional mobile markets
Notes: (1) Enterprise values based on last close share prices as at 21 August 2018. TPG's equity value based on the last undisturbed share price close of $6.29 as at 21 August 2018, adjusted for the difference between TPG's current Net Debt of $1,266m and its target Net Debt of $1,672m. TPG's Net Debt based on its target Net Debt of $1,672m plus its 700MHz spectrum payment of $352m due January 2019. VHA's equity value based on the agreed merger ratio with reference to TPG's adjusted equity value. VHA's Net Debt based on target Net Debt of $1,944m plus its 700MHz spectrum payment of $80m due January 2019. Excludes adjustments for Singapore Separation. (2) Consumer mobile phone service provider market share for 2016 as per ACCC Communications Sector Market Study Final Report April 2018. TPG market share based on company estimates. (3) Overall consumer fixed broadband market shares by group for 2016 as per ACCC Communications Sector Market Study Final Report April 2018. (4) Implied enterprise value of VHA based on TPG current valuation and implied merger ratio assuming VHA target Net Debt of $1,944m plus January 2019 $80m 700MHz spectrum payment, on a pro forma basis. (5) Represents TPG and iiNet MVNO customers. (6) Estimates of spectrum holdings based on public disclosures. For FDD bands, both Uplink and Downlink spectrum volumes have been added.
PAGE 6
3) Strategic rationale
Highly complementary owned network infrastructure
Combines innovative services including complementary fibre, 4G and Wi-Fi networks and allows the Merged Group to be well positioned to capitalise on 5G
Vertical integration of highly complementary infrastructure assets across the Merged Group VHA's mobile network to leverage TPG's backhaul capacity and 27,000km+ fibre network throughout Australia to rollout 5G services
~$2bn
Capital invested in the fibre network
~$6bn
Spent on network and technology in the last 5 years(1)
Metro & inter-capital fibre
DSLAMs / POIs
International capacity Mobile sites
Spectrum licences
27,000km+ fibre network
National voice network Regional HFC & VDSL
networks
400+ DSLAM enabled exchanges
400+ network points of presence
121 NBN POIs
7,000km submarine cable connecting Sydney to Guam
Capacity on Southern Cross Cable
International links
Early-stage rollout of small cell technology in high density areas
Recently secured access to 700MHz spectrum
n/a
91 NBN POIs connected
Australia-wide mobile
network coverage
n/a
5,000+ mobile sites nationally including
1,200+ new sites and
Long-term spectrum across 700, 850, 1800 and 2100 MHz bands secured until 2028
site upgrades in 2018
Virtualising core network to be 5G-ready
Notes: (1) Network spend comprises tangible and intangible fixed asset additions (sites, transmission, spectrum, Radio Access Network, software, hardware) and technology operating expenses.
PAGE 7
3) Strategic rationale
Complementary products and distribution channels
Merged Group will provide a comprehensive telco product offering, catering to all customers, with access to TPG's corporate distribution channels and VHA's consumer retail presence
Merged Group is expected to significantly enhance the customer experience across all current products and channels
Both TPG and VHA have a long history of driving innovation and challenging the major telco service providers to continually deliver more attractive value propositions for customers
Combined strength will better position the Merged Group to continue investing in both fixed line and mobile networks to provide customers with an improved quality of service and network coverage
Merged Group will offer a broader suite of products and services Improved customer service and interaction via a combined omni-channel strategy, leveraging VHA's retail storefront network
Consumers / SMEs
Corporate / Enterprise
BRAVIN RAGAVAN TO INSERT
PAGE 8
3) Strategic rationale
Significant synergy potential
Merger is expected to achieve significant synergies
Both TPG and VHA have proven track records in delivering synergies and transformation
Key synergy categories
Leveraging the networks
Highly complementary telecommunications network infrastructure provides opportunity for TPG and VHA to leverage each other's assets
Cross-sell opportunities
Opportunity to cross-sell products across both TPG's and VHA's combined corporate and consumer customer bases
Rationalisation of duplicated costs
Reduction in costs from duplicated spend including back office and corporate services
Economies of scale Scale benefits across all procurement including network, IT and marketing
PAGE 9
3) Strategic rationale
Increased financial scale and balance sheet strength
Strengthened combined balance sheet with ~2.2x Net Debt / EBITDA, strong cash flow generation and a combined enterprise value of $15.0bn
Combined revenue of $6.0bn and EBITDA of over $1.8bn on a pro forma June 2018 LTM basis, excluding synergies(1)
-- Larger and diversified earnings base across fixed line, broadband and mobile services
Balance sheet flexibility with pro forma leverage of approximately 2.2x Net Debt / PF June 2018 EBITDA(2)
-- Increased financial scale and strong combined free cash flow generation to provide an enhanced platform to pursue growth opportunities -- Expected investment grade credit profile -- Strong cash flow generation which is expected to support an attractive dividend and deleveraging profile -- It is intended that MergeCo will pay an attractive dividend of at least 50% of NPAT adjusted for one-off restructuring costs and certain non-cash items(3) -- Medium term target leverage range of 1.5 2.0x Net Debt / PF June 2018 EBITDA
Notes: (1) 12 months Revenue and EBITDA of each of TPG and VHA based on unaudited accounts to 30 June 2018. Merged Group financials based on preliminary pro forma merger adjustments including eliminations. (2) Pro forma leverage metrics based on pro forma June 2018 LTM EBITDA, TPG target Net Debt of $1,672m, VHA target Net Debt of $1,944m and January 2019 700MHz spectrum payments of $352m and $80m, respectively. (3) Adjustments for one-off restructuring costs and certain material non-cash items to ensure NPAT is more closely aligned to the cash generation of the Merged Group.
PAGE 10
4) Summary of Merger benefits
Benefits for all shareholders
Merger of equals is expected to deliver significant benefits for all shareholders
Exposure to an enhanced combined business profile with more diversified operations across fixed line, NBN and mobile
Improved ability to invest in Australia's telecommunications industry including significant investments across both fixed line and mobile networks to compete with the major network operators
Long-term infrastructure assets including an established nationwide fibre network and secured spectrum licences
Improved financial position and balance sheet strength with an expected investment grade credit profile and an intended initial dividend payout ratio of 50% of NPAT adjusted for one-off restructuring costs and certain non-cash items(1)
Significant value accretion for both TPG and VHA shareholders due to substantial cost synergies and enhanced revenue cross-sell and upsell potential across the Merged Group
Notes: (1) Adjustments for one-off restructuring costs and certain material non-cash items to ensure NPAT is more closely aligned to the cash generation of the Merged Group.
PAGE 11
5) 3.6 GHz Spectrum Auction
Spectrum Joint Venture
TPG and VHA have formed a Joint Venture to secure spectrum and maximise its efficient use
Joint Venture Agreement
In parallel to the merger agreement, TPG and VHA have signed a Joint Venture Agreement
The incorporated JV (JVCo) will acquire, hold and licence spectrum to the shareholders
JV is ongoing, and will not terminate if the merger fails to proceed
Scope
The Government is auctioning 125 MHz of 3.6 GHz band spectrum, expected in late November 2018
Scope of the JV is to acquire, hold and licence 3.6 GHz spectrum
The parties will negotiate with the aim of expanding the JV's business in future, including to acquire future spectrum licences
The JV will explore sharing of existing infrastructure, assets, facilities and a shared 5G Radio Access Network (RAN)
Purpose
To secure long term spectrum for TPG and VHA, by ensuring that TPG and VHA are able to:
negotiate efficient sharing of spectrum and mobile/wireless infrastructure, particularly for 5G;
acquire adjacent spectrum (which facilitates efficient sharing); and
have access to sufficient spectrum to develop one or more 5G Radio Access Networks
JVCo will register as a participant in the 3.6 GHz Spectrum Auction
TPG and VHA will participate in the Auction through JVCo
PAGE 12
6) Cash Special Dividend
Potential TPG Cash Special Dividend
The Board of TPG intends to distribute a fully franked Cash Special Dividend to TPG shareholders prior to implementation of the Merger to the extent that TPG's Net Debt balance is below the target Net Debt of $2,024m(1) ahead of implementation of the Merger
TPG Cash Special Dividend
As part of the Merger, the parties have agreed that TPG may distribute a fully franked Cash Special Dividend near implementation of the merger provided that TPG's Net Debt balance at that time is below the agreed target Net Debt of $2,024m(1)
The TPG Board's current intention is to declare the Cash Special Dividend following satisfaction of key conditions precedent
The actual size of the Cash Special Dividend will be impacted by TPG's cash flows prior to implementation as well as transaction costs and other customary completion adjustments
The final Cash Special Dividend will also be reduced by the level of cash that is used to capitalise TPG Singapore prior to the Singapore Separation
Illustrative worked formula
(A) TPG target Net Debt at implementation (A$m)(1) (B) Less: TPG's actual Net Debt at implementation (C) Illustrative total Cash Special Dividend
2,024 (B)
= (A) (B)
(S) TPG shares on issue (#m shares on issue) Illustrative TPG Cash Special Dividend (A$ / per share)
928 = (C) / (S)
Notes: (1) TPG's target Net Debt of $2,024m based on agreed target Net Debt of $1,672m adjusted for upcoming 700MHz spectrum payment of $352m assuming implementation occurs after 31 January 2019.
PAGE 13
7) Singapore Separation
Singapore mobile business to be separated
Before implementation of the Merger, the Board of TPG Telecom also intends to separate its Singapore mobile business ("SingaporeCo") by way of an in-specie distribution of shares to existing TPG Shareholders
Singapore mobile business
In December 2016, TPG successfully bid to acquire spectrum in Singapore and announced its intention to rollout Singapore's 4th mobile telecommunications network
TPG remains on track to achieve the milestone of national outdoor service coverage in Singapore by the end of 2018 As announced in March 2018, TPG Singapore's initial mobile product trials are expected in Q4 2018
Separation of SingaporeCo
TPG Board intends to separate 100% of SingaporeCo by way of an in-specie distribution of shares to existing TPG Shareholders
-- Allows TPG shareholders to capture 100% of the upside of TPG Singapore otherwise not valued within the Merger -- TPG Board believes that the strong growth potential and early stage nature of SingaporeCo provides significant upside opportunity
The Singapore Separation will be implemented on or before implementation of the Merger and TPG has commenced engagement with the Singapore Infocomm Media Development Authority in connection with the separation
The Board intends to capitalise SingaporeCo appropriately as the rollout continues in the near term Further details regarding the Singapore Separation including timing, process and transaction structure will be provided in due course
PAGE 14
8) TPG trading performance
TPG preliminary FY18 results
TPG expects to report FY18 revenue of ~$2,490m and EBITDA of ~$840m, ahead of previous guidance, based on preliminary unaudited accounts to July 2018
FY18 preliminary results(1)
Revenue EBITDA Net Debt balance(2)
~$2,490m ~$840m $1,266m
Notes: (1) Preliminary results to July 2018 based on unaudited accounts. (2) Net Debt based on bank debt plus finance leases less cash.
PAGE 15
A
APPENDIX
Vodafone Hutchison Australia
Appendix
Overview of Vodafone Hutchison Australia
VHA is Australia's 3rd largest mobile network operator with 6 million customers and a 4G mobile network covering 22 million Australians
3rd largest Australian mobile network operator
-- Mobile customer base of approximately 6 million -- 4G mobile network covers over 22 million Australians
National footprint of retail stores with a focus on metro areas
-- 111 company owned stores nationally -- 257 exclusive dealer stores nationally
Offers unique consumer and enterprise initiatives including International $5 Roaming, no lock-in handset plans for mobile customers, Instant Connect and 4G back-up for fixed customers
Recently acquired or renewed strategic spectrum holdings across 700, 850, 1800 and 2100 MHz bands
Leading NPS of the major Mobile Network Operators ("MNOs") and the lowest rate of customer complaints of MNOs
Employs ~2,500 people at its Sydney, Melbourne, Brisbane, Adelaide and Perth offices, contact centre in Hobart
Coverage profile Greater Sydney
PAGE 17
Appendix
Vodafone Hutchison Australia's key metrics
In recent years, VHA has seen continued sustainable growth across its customer base, growth in EBITDA and has become Australia's leading major MNO by NPS
Continued growth in mobile network customers
Total network customers (`000)
5,808
5,978
5,562
Sustained EBITDA growth
EBITDA (A$m)
972 912
1,008
CY16
CY17
Jun-18 LTM
Significant investment in network and spectrum(1)
Investment spend (A$m)
1,920
1,204
1,137
960
751
NPS
CY16
CY17
Jun-18 LTM
Leading Australian mobile network operator by NPS
CY14
CY15
CY16
CY17
Jun-18 LTM
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 Apr-18 May-18 Jun-18 Jul-18
Telstra
Optus
Vodafone
Notes: (1) Network spend comprises tangible and intangible fixed asset additions (sites, transmission, spectrum, Radio Access Network, software, hardware) and technology operating expenses.
PAGE 18
Glossary of key terms
Term ACCC Capex
Cash Special Dividend
EBITDA FIRB Hutchison Australia or HTAL Hutchison Group Merged Group Merger MVNO Net Debt NPS Restructure SingaporeCo Singapore Separation TPG Telecom or TPG VHA Shareholders Vodafone Group or Vodafone Vodafone Hutchison Australia or VHA WHSP
Definition Australian Competition and Consumer Commission Capital expenditure The potential cash special dividend by TPG, to the extent that TPG's actual debt balance is below the agreed target Net Debt balance ahead of implementation of the Merger Earnings before interest, tax, depreciation and amortisation Foreign Investment Review Board Hutchison Telecommunications (Australia) Limited (ASX: HTA) CK Hutchison Holdings Limited (HKG: 0001) and its controlled entities The combined entity of both TPG and VHA following completion of the Merger The proposed merger of equals transaction between TPG and VHA Mobile virtual network operator Financial indebtedness less cash Net promoter score The series of transaction steps required by VHA and its shareholders to remove debt in excess of VHA's target Net Debt figure TPG's Singaporean operations including the rollout of a mobile network The separation of SingaporeCo from TPG, to occur on or before implementation of the Merger TPG Telecom Limited (ASX: TPM) Refers to upstream holders of VHA including Vodafone Group plc and Hutchison Telecommunications (Australia) Limited Vodafone Group Plc (LSE: VOD) Vodafone Hutchison Australia Pty Limited Washington H. Soul Pattinson and Company Limited (ASX: SOL) (a substantial shareholder in TPG)
PAGE 19
Important notice and disclaimer
This presentation (Presentation) provides information in summary form and should be read in conjunction with the announcement in relation to the proposed merger of equals transaction between TPG Telecom Limited (TPG) and Vodafone Hutchison Australia Pty Limited (VHA) (the Merger) that was released today. This Presentation does not purport to contain all the information that investors may require in order to make a decision in relation to the Merger. It contains selected information only. Further information will be contained in additional documents to be released by TPG. Neither of TPG nor VHA, nor their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants or advisers makes or gives any representation, warranty or guarantee, whether express or implied, that the information contained in this Presentation is complete, reliable or accurate or that it has been or will be independently verified. To the maximum extent permitted by law, TPG, VHA and their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants and advisers expressly disclaim any and all liability for any loss or damage suffered or incurred by any other person or entity however caused (including by reason of fault or negligence) and whether or not foreseeable, relating to or resulting from the receipt or use of the information or from any errors in, or omissions from, this Presentation. You should conduct and rely upon your own investigation and analysis of the information in this Presentation and other matters that may be relevant to it in considering the information in this Presentation. The information in this Presentation is not investment or financial product advice and is not to be used as the basis for making an investment decision. In this regard, the Presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. This Presentation only contains information required for a preliminary evaluation of the companies and, in particular, only discloses information by way of summary within the knowledge of TPG, VHA and their respective directors. Included in this Presentation is data prepared by the management of TPG and/or VHA. This data is included for information purposes only and has not been subject to the same level of review by TPG or VHA as their respective financial statements, so is merely provided for indicative purposes. Estimates and forward looking information contained in this Presentation are illustrative and are not representations as to future matters, are based on many assumptions and are subject to significant uncertainties and contingencies, many (if not all) of which are outside the control of TPG and VHA. Actual events or results may differ significantly from the events or results expressed or implied by any estimate, forward looking information or other information in this Presentation. No representation is made that any estimate or forward looking information contained in this Presentation will be achieved and forward looking information will not be warranted. You should make your own independent assessment of any estimates and forward looking information contained in this Presentation. The forward looking information in this Presentation comprises management projections or estimates only and has not been prepared or verified to prospectus standard. No representation is made that there is a reasonable basis for that information. This Presentation does not constitute an offer to sell, or to arrange to sell, securities or other financial products. This Presentation and the information contained in it does not constitute a solicitation, offer or invitation to buy, subscribe for or sell any securities in the United States. The merged group shares to be issued under the Merger have not been, and will not be, registered under the U.S. Securities Act of 1993 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United Stated and may not be offered or sold, directly or indirectly, in the United States unless the securities have been registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and other applicable securities laws. The statements in this Presentation are made only as at the date of this Presentation and the information contained in this Presentation has been prepared as of the date of this Presentation. The statements and the information remain subject to change without notice. The delivery of this Presentation does not imply and should not be relied upon as a representation or warranty that the information contained in this Presentation remains correct at, or at any time after, that date. No person, including TPG, VHA and their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants and advisers accepts any obligation to update this Presentation or to correct any inaccuracies or omissions in it which may exist or become apparent.
PAGE 20
Microsoft PowerPoint 2013