Investor Presentaiton slide image

Investor Presentaiton

Key transaction highlights X Transaction structure Sale by Nethys of 100% of the shares in VOO SA to NewCo, a special purpose vehicle to be incorporated by Orange Belgium prior to Closing, followed by the acquisition by Nethys of shares in NewCo representing 25% plus one share on the fully diluted share capital of NewCo Rights for Nethys to contribute its stake in NewCo to OBE in the first years post closing at its discretion Liquidity mechanism: Nethys' PUT option and OBE/Orange CALL option on Nethys' shares in NewCo or OBE Possibility for Nethys to keep minority stake on the long run (equivalent of 10% in Newco) KM Transaction consideration Enterprise Value: €1,800m EV implying 9.5x 2021E EBITDAAL' pre-synergies and 6.5x post-synergies Value creation for all stakeholders Strong industrial project underpinned by the complementarity of the two assets, teams and cultures Support to reinforce the upgrade of VOO's high-speed cable network to DOCSIS 3.1 and rapid FttH deployment Clear value creation potential due to identified areas of material & actionable synergies $ Financing strategy Next steps Notes:(1) €190m; (2) based on OBE EBITDAAL accounting policy. A 100% cash transaction for Orange Belgium, financed via an intercompany loan from Orange Group Estimated combined Orange Belgium 2022e pro-forma Net Debt/EBITDAaL² at c. 3.5x Transaction subject, in particular, to customary European Commission authorization and Brutélé TMT business contribution at closing Expected closing: 2022
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