Calnex Solutions plc

Good afternoon, everyone. My name is Juan Gaitán. I'm the next director of investor relations, and I would like to thank you all for joining us today for our Q3 2023 results conference call. Today, I'm joined by our CEO, Marco Patuano, who will share the main highlights of the period, our progress on the targets of the next chapter of our strategy, and then we will open the line for your questions. As a reminder, if you wish to ask a question, please press star five on your keyboard. So without further ado, over to you, Marco.

Thank you, Franco. Good afternoon, everyone, and thank you so much for your time today. Let me begin by reiterating that we maintain an unconditional commitment to the target we set out in November 2022. This has not changed as a result of our new leadership team or the most recent macro environment. If anything, as interest rate remains high, we are even more committed to driving free cash flow growth and the leverages. Our business performance, we are once again providing solid numbers, showing that the whole organization is aligned and fully committed to our targets. This nine-month period has been marked by excellent commercial performance and consistent operational execution, with the point of presence increasing 6.8% compared to the last year. Revenues excluding pass-throughs. increasing 16% and our adjusted EBITDA up 16%. Our recurring levered free cash flow up 21% and our free cash flow reaching 436 million euro due to the disposal of sites in France. And once again, we are confirming all our short-term and medium-term financial targets with an improvement of our free cash flow guidance for 2023 compared to our previous expectations. We are in an environment where interest rates could remain higher for longer, which for most of the companies result in a potentially more expensive refinancing process. However, this is not the case for Celnex. We already have the cash to repay our 2024 maturities and our 2025 maturities can be repaid with the cash from asset disposals in addition to the free cash flow generation. As just mentioned, we are already working on a number of scenarios. As we understood that external factors such as high interest rates are impacting our stock, we have recently entered into a derivative contract in order to gain exposure to our shares, but without compromising our leveraging objectives as this type of agreement avoids the need to buy the actual shares. It is important to highlight that only a small portion of our debt is variable. From 2027 onwards, our free cash flow generation will allow for rapid deleveraging so Taking all the elements into consideration, we will be in a position to keep our average cost of debt under control at a stable level below 2.5%. As a reminder, we have also repaid the 2026 convertible bond by issuing a new one that allows us to extend maturities, increase its conversion price, and most importantly, reduce dilution in terms of free cash flow per share. With regards to our objective of reducing debt, we have already made good progress thanks to the cash proceeds from the disposal of sites in France and the recent deal in the Nordics. And we have also sold our private network company, Edscom, as a part of the process to devote management bandwidth to core activities only. Our intention to become investment grade by S&P by latest end of 2024 remain unchanged. And we are assessing strategic options for our portfolio of assets to crystallize value and to secure this path to investment grade. We will be pragmatic and open to all options, from the sale of minority stakes to full disposal of countries. The moment we reach investment grade and we start generating cash flow above our capital commitments, when we become free cash flow positive, we will balance our capital allocation between growth projects subject to strict return criteria and new cash return policy in order to maximize value for our shareholders, which we will discuss at our forthcoming capital market day. Finally, we are introducing a new organizational model that will enable commercial and operational excellence. Our organic growth depends on delivery in each and every country. We have therefore set out a new organizational model that reflects this new way of working. The managing directors of the main markets will report directly to the CEO. We have created two new roles, the chief strategy officer and the chief operating officer. We will also report directly to me. and will be part of the company's executive committee. The CSO will lead on the company's strategy, what I call where to go. The COO will be responsible for the how to go, and the CFO will determine whether we are tracked or not. I look forward to working closely with Vincent Coubillier, with Simone Battiferri, in their new roles of CSO and COO, respectively. I also look forward to welcoming Raymond Trias for a new CFO when he will join us in December. Raymond is a 20-year experienced man with a private equity-backed industrial group who will bring a new perspective and a deep understanding on value creation in both financial and operational context. This organizational structure is fit for our next chapter, one of accelerated free cash flow growth. I will now provide you a few additional remarks on the period and our financial strategy. This has been another period of excellent commercial performance with organic POPs growing at 6.8% compared to last year. This is mainly due to the progress we made on our BTS program in Italy, France and Poland with 3.2% growth attributable to BTS. and to the pop generated mainly in Portugal and Italy, with the rest of our markets also showing a steady performance. But the presence growth linked to new collocation has reached a strong 3.6% this period. Excluding the impact from the pass-throughs, revenues increased 16% compared to the same period last year, EBDA 16%, and recurring level free cash flow 21%. Please bear in mind that these performance correspond to nine months. And when looking at Q3 only, our EBITDA has grown faster than our revenues compared to Q3 last year. Now, moving to our free cash flow. Let's define the free cash flow as a recurring level free cash flow minus expansion capex minus BTS capex plus cash received from remedies. It reached 436 million, around 1.2 billion increase compared to the same period last year, and with 566 million euro only in this quarter, mainly due to the disposal of sites in France for 631 million euro. Free cash flow is expected to stay positive between 100 and 150 million euro this year, and this is an improvement compared to our previous guidance where free cash flow was around breakeven by the end of the year. In a second, I will provide you a few more comments on our updated guidance for the year 2023. Going forward, our free cash flow generation will further accelerate as we get closer to the end of our BTS programs, and this will underpin our rapid leveraging and will give us the financial flexibility to continue growing and to define an attractive shareholder remuneration policy. On our updated 23 guidance, just a few comments. We are updating our revenue guidance mainly due to the lower electricity prices which we pass through to our customers. However, poor revenues remain the same and there is therefore no impact on the rest of our financial objectives, including a VDA and recurring leverage free cash flow, which we reiterate. On free cash flow, we are increasing our guidance, which is now positive, between 100 and 150 million euros by the end of 2023. Let's now take a closer look to our debt maturity profile, which is on slide 13, and our capacity to leverage. As I mentioned earlier, we're not planning to refinance our 2024 and 2025 maturities. We already have the cash that will allow us to repay 2024 maturities. And we are working on asset disposal that will give us the option to repay 2025 maturities and expensive credit lines linked to URIBOR. Only 25% of our debt is variable, so any cost increase will be manageable. From 2027 onwards, we will generate significant free cash flow that will provide us with substantial leverage and capacity, something that you can see on slide 14. We have made the unconditional commitment to become investment grade by standard pools, as well as to maintain our investment grade status by fish. We have very high visibility of future cash flows due to the size of contracted revenues for a total of 110 billion euros. And if we choose to, we can repay all of our debt with our cash flow in a short period of time. Of course, this needs to be balanced against the optimal long-term capital structure we deem appropriate for sell next, topic that we will further elaborate at our capital market day. If we move now on slide 15, We are well protected against interest rate increase, given that we don't need to face significant maturities in the short term, and 75% of our debt is fixed rate. Our average cost of debt will only marginally increase until 2025 due to debt repayments, and we can further reduce it if we successfully sell assets at a attractive valuation. Finally, on slide 16, I would like to highlight the speed at which we are progressing with the leveraging, thanks to the well-executed asset monetization at premium valuation. You can see here the details of our last two transactions in France and in the Nordics that have allowed us to reduce not only our debt, but also to crystallize value due to the attractive associated multiples in a challenging environment. With this, we remain at your disposal to answer your question. I think that being concise is a value. So more time for you to make in all the questions. So please, the floor is yours. Thank you so much, Marco.

The first question comes from Andrew Lee at Goldman Sachs. Please go ahead.

Good afternoon, everyone. I had – apologies, given you were so concise, I had three questions, but I think they're all very quick. They're all on asset sales. Interested to see your comments on slide four about additional monetization opportunities. So the three quick questions are, firstly, what are the pace of discussions with buyers right now? How likely is it that we see a further sale in the next three to six months? The second question was Stonepeak appears to have preferred to be a financial rather than a strategic investor in your Nordic assets. Is that a broader trend from private suitors? And therefore, what is more likely in terms of sales from here, full disposals or partial sales? I know you said that you'd be open to either. And finally, you talked a lot about different ways you'd think about

uh preferences for what assets you sell but i just wondered if you could answer if there are any sacred cows uh that you just wouldn't sell at any cost or any price should i say um thank you thank you andrew um as i said we're going to be very pragmatic so we made our portfolio review based on a industrial analysis so what are the assets that are contributing less to our strategic story and then we have made the point if it would be preferable to have a full monetization or to have a partial monetization I think that pragmatism says that if in a certain market you are not big enough and you don't have a possibility for having further growth, the full monetization becomes a real and concrete possibility. and and so we don't uh we don't exclude it uh and uh this explains you also because in stone big case in the nordic case we went for a partial partial monetization we consider that in the nordic market the market is very fragmented and there are possibility i can't tell you one but uh in in the future that could be and so having a partner could have been a good a good idea um so uh What assets? I tell you assets where we are subscaled and where we don't see a possibility for further consolidation or further growth in the market. Next, the three, six months. Well, the portfolio analysis has been completed. Now we will move to the execution. So I can't tell you if it is going to be three months, six months or nine months, but the process of making it happen already started in our house. And I think I answered all your questions. I'm interested.

Thank you, Andrew. So the next question comes from Akhil Latani from JP Morgan. Please go ahead.

Hi, good afternoon. Thanks for taking the questions. Maybe I can start with the first question on leverage. Marco, you've mentioned that the ambition or target is to redeem the debt that's due 24 and 25. I guess I was just looking to get more of a holistic view as to how you think about leverage going forward. I guess the historic message from Celnex has been to go to investment grade and obviously, therefore, get meaningfully below seven times. And I think in prior calls, you've mentioned maybe somewhere in the, let's say, mid-six level makes sense. I guess if I look at the numbers, if you're saying that you're going to redeem 24 and 25, implicitly by the end of 2025, your leverage would be five and a half times, so lower than those previous sorts of numbers. So I appreciate, obviously, you'll have a capital markets day and you'll give us more flavor then. But can you maybe just talk us through at a high level how you think about the ranges of what does and doesn't make sense? given what you said is obviously a higher for longer rate environment. So that's the first question. The second one was on the CFO. Obviously, you've announced a CFO hire. And I guess it'd be great for us to understand better the thought process in terms of the hire of that individual. I guess the questions we get a lot are the expectation might have been it could have been someone from public markets or someone with an infra background or As you said, this is someone slightly different, so I'm very keen to understand what are the credentials that for you mean that that individual will bring to the table that you think will help SELNEX's journey going forward. Thanks a lot. Thank you.

You know, our target, when we said that it has to be below seven times, the overall environment was different. And in an environment where interest rates are still very high, I think we have to be more prudent. So a more prudent capital structure goes in the six or eventually even below six, then between six and seven. So let me say that, of course, it will depend what happens in the end of 2023 and 2024. But I think that in any case, a more prudent capital structure fits better for this overall market environment. Again, we are going to be pragmatic. I have not the magic number, but we will adapt with secure pragmatism to the situation. If high for longer, we're going to go lower than what we expected only a few months ago. Um, the, the CFO, uh, yes, it was, uh, it was, uh, uh, the, the choice was, uh, made after, uh, a deep diving, uh, in, uh, in the corporate culture of, uh, of, uh, uh, of, uh, sell next. Uh, as everybody knows, we have a very strong finance, finance department, uh, except, uh, so even if we don't consider that our former CFO that, uh, you all know, it was a talented guy. Behind him, you know Juanjo, but there are other very good professionals in finance. Isard Serra is our head of finance. Tobias Schwender is our head of M&A. We have a very strong finance team. I think that introducing a mentality coming from a stronger controlling where with people who have been working with private equity in an environment where a strong controlling culture is the rule of the game can be extremely productive for us. This means that we are going to leverage on our point of strength. Our team is a team. It's not just a one-man show. Behind a very good CFO, there was a strong team. And these allow us to work on some of the elements where we could improve and to maintain our point of strength.

Thank you. The next question comes from Jacob at the BMP exam. Please go ahead.

Hi, thanks for taking my questions. I've got two, please. Firstly, could you maybe just talk us through the slowdown in your co-location growth as you slow showing slide nine in the presentation? You went from about 1,300 co-locations last quarter to 600, and you lost tenancies in Spain. So maybe if you can expand a little bit more what's going on there. And then just secondly, could you maybe just expand a little bit more on the thinking behind the equity swap and if that will impact your conversations with credit rating agencies? Thank you.

Sure. Well, the slowdown is partially a slowdown. Partially is also the fact that in Q1 and Q2, we performed particularly strong in a couple of countries. Q3 is where we expect it to be. And therefore, we are doing in Portugal, in Italy, in France, we are doing what we expected to do for this quarter. The negative of Spain is a process of run-sharing that, again, we had agreed with our clients, so nothing unexpected. It's something that we had in our plan. So the real point is not... If this quarter is weaker than our expectation, no, it's in line with our expectation. The topic is let's look forward. So what we do expect is something closer to what we did this quarter or is closer to what we did in the previous ones. I would say that going forward, the focus, the managerial focus, is growing on new collocations. The market has to be analyzed country by country. And therefore, let me say that we are where we expected to be. But forward-looking, this becomes one of the important metrics for our management team. The equity swap. The equity swap, we all know that the reasons behind the price of our shares are somehow performance-independent, where they're not linked to our performance. And when we saw, by the way, me personally and the board considered our proposal, we considered this price as non-responding to what we consider the core value of our shares. So I made a personal investment. You can consider it big or small, but it's personal money that I put in. And the board gave the same message. It's a message. The message is we are convinced that there is deep value in our shares. Since it is cash settled at the end of the contract, there is no impact for the rating agencies. So this was disclosed and there is no problem with the rating agencies.

Thank you. Very helpful. Thank you so much. Thank you so much. Next question comes from Murray Patrick from Barclays. Please go ahead.

Yeah, thanks, Guy. Thanks for doing the call and taking the questions. Just a couple on my side. The first one is just the outlook for lease costs for 2023 and 2024. If you're going to help us navigate the path of increasing inflation in your base lease costs with more sites, but also the site actions that you're making to reduce that. So some clarity in terms of what we should be thinking for lease costs for 2023 and 2024. And if I could just link to a quick follow-up on Jacob's question just now around the pop growth. How strong is your visibility for pop growth today? across the various markets you have. I'm sure your clients give you reasonable sort of forward notice. Is it a couple of months? Is it a few quarters? And as such, which do you see other than Portugal as the main drivers for co-location growth in the coming quarters? Thank you. Thank you.

So let me start from the east coast and you will pardon me if on 2024 I will be a little bit shy because it's going to be a core part of the capital market day. But what I can tell you is that It's so evident that these costs are the cost item by far number one in our P&L, that it will become the center of gravity of our attention in terms of an efficiency program. So our target for this year and even more importantly for the coming years is to be able to counteract the two forces that you were mentioning. So the growth of the number of sites and the growth of the inflation. How to do this? Well, there are not so many metrics. One is you see it and you renegotiate. There is another one that you have to be very efficient in terms of the new location. So you have to put the site in a place where it is highly efficient. And the last is that land aggregation, so acquisition of land or cash advance for rooftops becomes highly important. As you know, the return on this investment is particularly good, especially in Europe, where we have very long contracts with our tenant. So the target is to try to stay flattish and or to have modest growth well below the growth that is inertially driven by the growth of the number of sites and the amount of inflation. Growth in terms of pop and visibility. Look, what we have a good visibility is the demand that we receive from the MNOs. So they give us a list of requests And then what we have to work is that the mortality rate of this list of requests stays as low as we can. There are a gazillion reasons why you have a request and you cannot satisfy the request, because in some countries, because of the electromagnetic limits, in some countries because of... of the agreement you have with the owner of the land, etc. So today, what I want to tell you is that we have a bit high mortality rate vis-à-vis the funnel of potential co-location we have. This is particularly true in some countries, so allow me not to elaborate on the single countries. And therefore, this is an area of improvement on which we are working, and it's particularly important going forward.

Great, thank you. Just a quick follow-up. So when you say flattish on leases, is that because you are up 60 million in the first nine months? Is it flat year-on-year in fourth quarter or what sort of numbers?

That's on the 2024 compared to 2023. Thank you. Thank you, Maurice. Next question comes from Otavio Adorizo from Societe General. Please go ahead.

Hi. Thank you for taking the questions. I've got a couple on my side. The first is basically on a renewal. CERNEX has been pretty active on buying towers directly from the operators. The main exception was in the UK, where we bought a tower co, Archiva, where most of the contracts were already in place. You have been negotiating the renewal on the contract with CTIL. The renewal falls next year, and that coincides with the Vodafone Hatch. merger. So just wondering if you can update us on the negotiations, how big is the contract, and if there could be any risk of any POPs being lost. Then move to the second one. It's as part of your plan to refinancing, of course, the use of the credit facilities in the short term, but it looks that beyond next year, you are focusing on improving the cash and then using your organic generated cash to refinance the debt. Now, the two main components, it's what you booked below the recurrent leverage-free cash flow line, so the BTS and the expansion capex. If you want the expansion capex, the main moment is the fact that you are strengthening the towers that you bought from the operators. So that's something that it's very likely is going to pick this year because you've done a lot of M&A. the previous year if you can give us a bit of an idea where we are going to land i know that you're going to talk a lot in doing the cmd but it will be good to have a bit of a trends into next year and the second one of the bts we've been hearing so many times in the call about the um efforts to optimize a lot of these contracts that they overlap particularly in france I guess that you probably know personally, but I believe that management has been engaging clients for quite a while. If you can give us a bit of an update, and if the fact that the BTS CapEx is here starts slowing down, at least from what the market was expecting, if that comes from the fact that you're delaying some of the CapEx, or are you basically saving some of the CapEx? Thanks.

Can I take maybe the first one? Please. On the CTIL contract, Octavio, the magnitude, so the size of the contract is around 60 million euros a year. So that would be the size. In terms of the process, what we can say is that we are in the process of talking to both operators. So I guess that the philosopher here Today, there is a contract between Arquiva and CTIL, so what we are trying to do is maybe to translate that contract into maybe selling standards in terms of the duration, renewals, but also the fact that we will be signing independent contracts with both O2 and Volafone. So instead of one, it will be separate contact with them. As of today, we are making progress. If anything changes, we will let you know. But with the information we have, we are not expecting any impact compared to what we have today.

Yeah, so let me add one word on top of what you said. In principle, We are not against the possibility that in-market consolidation happens. So having a healthy counterparty which can invest more, which can do the densification of the network, is something that long-term is good. So what we are discussing with the parties who are involved in those deals is that contracts are contracts and not only when we have to pay our investment, contracts are contracts every time. And therefore, this is a relatively simple business. If you ask me to renounce something today, you have to give me something with perfect visibility tomorrow. And it's a relatively easy DCF calculation that everybody can do. So we are negotiating, we are renegotiating. Our objective is not to have impact, even in the short term. But what I can tell you is that what I am sure is that not to have impact in terms of value that we have in some contract. Expansion CapEx and BTS CapEx. Expansion CapEx have been in the 10% area Let me say that if we exclude for one second the energy revenues, it would have been something between 11% and slightly above 11%. So what we see in the short term, being the short term at the end of 2023 and 2024, is that this number will not change very significantly. And going forward, as it is important for all the CAPEX, it is going to be optimized. What is important is not only how much, but also where you spend the money. And I think that this is the prioritization of the CAPEX based on a very strict control on the return, on the investment, on the capital that you are located. So cap expertization is key. BTS, does it come from optimization or simply from delay? It comes partially from optimization. There are at least two countries where it starts to have the first early signal of CapEx optimization. One is France, where we have been able, with some anchor client, to start showing them that transforming new sites in co-location is possible, and this is happening. Of course, when you transform a new site in a co-location, all the economics have to be revised. And in terms of CapEx, it is significantly more efficient. The same happened in Portugal. We just had one case in Portugal. It's sort of 150 sites that can be managed through a mix of new sites and co-location. So these new phenomena start happening. uh if you ask me if uh in this uh last part of the 2023 is already material i would say no it's not so material but it's not neither negligible so we started we started to have evidence that this model is possible thank you

Next question comes from Emmet Kelly from Organic Stanley. Please go ahead.

Yes, thank you very much, Juan. Good afternoon, everybody. So, yeah, I just have a couple of questions. Firstly, just following up on Maurice's question on annual lease costs, can you maybe just give us a quick update on the UK market? I know you've got some revisions to the electronics code, electronics communications code. in the UK that could trigger significant lease cost savings. So could you say a few words about that, please? And then my second question was on the POPs growth that we're seeing, so the co-location growth. Could you say a few words about what's driving that POPs growth? Is it being driven by operators looking to cover grey spots and white spots, or is it due to 5G densification requirements? Thank you.

Yes, the UK lease cost, what is commonly called the cold, is a very material decrease in the lease cost. Just to give you an idea, As a percentage of the revenues, if you look at how much of the lease, how much is the weight of the lease cost as a percentage of the revenues, let's say that normal countries, let's say normal countries where you can apply normal conditions, it's a sort of, let's say, 25%. Countries very expensive, Switzerland, Austria, it can go up to 40%. Well, in the UK, it goes down to something below 15%. So it's tremendously impactful in terms of the impact of the P&L on the tower company. I hope that these order of magnitude are helpful in your modernization. The pop growth comes from both. Both are 5G densification and white spots. It depends if we are talking about urban or rural. In case of rural, the 5G is normally linked to big programs that can be with the sponsorship of the government or not, like Italy, Spain. They had a huge... programmes sponsored eventually even with a recovery fund, and that have pushed the 5G in rural areas, but normally the 5G you see in urban areas or in sub-urban areas, and the rural, the semi-rural is often a white spot.

Great, thank you very much. Thank you, Ahmed. Next question comes from . Please go ahead.

Yes, good afternoon. Thank you for taking my questions. The first question is on financial expenses. And thank you for providing the slide with also the outlook for the coming years, very useful. on slide 15, but I just wanted to clarify, I believe at least on my numbers there are 2.2% for 2023, slightly higher than the soft guidance that was provided in the previous call. I think something around 330 was the number that was kind of highlighted in the previous call. Curious if you can just give us a bit more more precise guidance as to what we should expect for this year. I'm getting something like 380 with this number, but my math may be wrong. And also, if you can also comment a bit on taxation, it's a hard line for us to predict. So if you can make some comments both for this year and going forward. And then the second question is just a very quick clarification on around the collocation impact you have in Spain this quarter. I think, Marco, you answered the question earlier, but I'm not sure I understood correctly whether this is the last of this run optimization or whether there could be impact like this in future quarters. Thank you.

Thank you. I can maybe take the first one. It is true, Giorgio, that maybe our initial estimate was low, I guess at that time we were hoping that we could manage this cash item during the year. And also it is true that when we provided that figure, also we were assuming asset disposals with a cash in in 2023. So in order to reduce our debt and therefore to reduce our interest expenses. So I guess that there has been some lag between when we have been able to materialize that big in the Nordics compared to the previous expectations, and that also has impacted our leverage figure. So, yes, also to clarify, and also so that everyone has the same information, our most updated figure, and this is a number that I have shared with you during the morning, is 380 million of interest expenses for 2023.

Yes, sorry, you don't need to justify anything, but I think that... The fact that the process, and I was there, so the process of the change of the CEO has been even a bit longer than what everybody expected. So the original plans have been reviewed and we've been working since day one of the new management team in trying to make happen everything quickly. But yes, the most updated is this. And what is really important to us in this chart, Georgios, is that we want to make clear that we are fairly rigid in terms of exposure and volatility of our cost of debt to eventual further increase of the free-risk rate. In this moment, it seems that further increase are not foreseeable immediately, but we understood that prudence is utmost important, so we wanted to give you a clear visibility that our cost of financing can remain stable, then we can work to decrease as soon as we are able to divest more, prepaying some variable credit lines that today are linked to Euribor and so ultimately are more expensive than the fixed rate bonds that we issued a time ago. Really, pardon me, on co-location, I didn't catch your question, so can you repeat the question for one second?

Yeah, it was regarding this run sharing in Spain that impacted co-locations in the third quarter, whether that programme, in your understanding, is now done, or whether there is any more disconnections that may come in the coming quarters. as part of the run sharing agreements in place?

The Spanish case is very interesting because on one hand, you have this run sharing agreement. On the other hand, there is a big debate about a possible remedy taker in Spain, which is a company that has a very strong and good relation with us in other countries. So the run sharing is going to have a modest impact going forward. We are discussing with the parties that there are some further impact, yes. Are they extremely significant? No. What we expect is that if there is any decision on a remedy taker, we should consider that the market for the colocation in Spain can re-expand.

Maybe one clarification on the first question around financial expenses, and I appreciate what you just mentioned about making some adjustments to your facilities to reduce future interest costs. What strikes me as interesting is my understanding from the refinancing you've done on the convertible is that that would have increased your financial expenses because it has an annual coupon this time around and did not have that in the past. So are the savings we're extracting from this action so significant so as to offset all of this going forward? Because obviously our guidance is very encouraging for the future year. So I just wanted to clarify on that.

Well, just to be clear, the new convertible bond has been issued with an interest rate of 2.125. So it's not misaligned in terms of pricing vis-à-vis the average cost of debt. So I think that, and thank you for introducing the topic of the convertible, uh these uh these uh the idea the underlying idea was uh to have uh to catch several opportunities at once so the maturity has been extended so the 2026 maturity has been moved to 2030 the dilution has been materially decreased from 3.8 to something in the original 2.3 and with a conversion price which is significantly higher from 29 to 71, and with a cost with an interest rate that remains in the ballpark of what is our cost of debt. So when we gave you the 2.2, these include the new convertible bond.

Very clear. Thank you.

Thank you. Thank you. Next question comes from Fernando Cordero from Santander. Please go ahead.

Hello. Thanks for taking my two questions. The first one is some kind of follow-up on the discussion on how you are going to tackle your maturity strategy for 2025. In that sense, I would like to understand if you are targeting a certain volume of disposals to cover those maturities, or you are open to grab the size of the potential disposals above the required amount for covering the maturities, and particularly linking that also with a potential capital allocation, which is then the excess from disposals could be allocated to Shared By Vax, as you are already pointing out with me, which is an equity swap contract, as you have announced. The second question is with the small construction that you announced this morning regarding the private networks business. In that sense, they are saying we need to understand this particular channel because it's not a big deal, but just understand the strategic rationale of the disposal of your private networks sector. Thank you.

With pleasure. No, the disposal are not are not pharmaceutically linked to the repayment of the. of the maturities. As we said, we want to be prudently in the investment grade zone. Then it will end with a six or slightly below, slightly above. We will see, we will judge based on the market, on the macro dynamics. But it's likely that that an excess of resources can be used comparing the return of industrial investment with the return coming from from a potential buyback or, let me say, from a financial use. It will depend clearly on the price of our share. It will depend on many circumstances, but we will be driven by the value creation, and we will not invest just for investing in industrial projects if they don't have it. if the return is not there, or if the return to the shareholder value coming from a possible operation on our equity, we would go for that. Thank you, because you perfectly addressed the topic. So what is the strategic rationale? Because it's clear that 30 million doesn't move the needle. You know, When the company invested in 5G private network, which was some time ago, the 5G private network was considered a sort of golden pot that could materialize soon because it would have driven or satisfied the needs of some large clients. And it would be something material in the coming future. The truth demonstrated to be different. The business, despite the fact that the team is an excellent team, never got the scale. and it became a sort of something not core and using part of the shadow attention of the management team in something that was really not very material. Last, almost every time that we are bidding for something in 5G private network, We're competing with our anchor tenants. And I say the truth, it's not the best way to have a good relation with the anchor tenant, even if for a 500K contract, you create a massive problem with the relation with your anchor tenant. The buyer who made us an offer, by the way, we bought for 12 million. Even if it is small, we made a small capital gain. The buyer has a different market strategy from the one we have. And therefore, we ended with a different strategic view. This does not change our view on active markets. which means that DAS and small cell remain a line of business that we consider core. And in Poland, we are in the active equipment and we consider it core.

Very clear. Many thanks, Marco.

Thank you, Fernando. Next question comes from Fabio Pavan, Mediobanca. Please go ahead.

Yes, Marco. Two questions, if I may. The first one is, we've been talking a lot about efficiencies and other options to identify cross-cutting. I was wondering if in countries where consolidation in the tower space is not feasible, you may eventually explore some option to cooperate with the other existing players. And the second question is on the European telecom sector in general. We have been hearing from many CEOs that telecom operators are struggling to fund investments needed to digitalize Europe in the current regulatory framework. So do you believe tower codes may help in some way? And if so, how tower codes and CENEX in particular may provide some help? Thank you.

Well, on the efficiency, we have a long history of working on efficiency. So this is another chapter of the story. Yes, you're right. When you cannot do the efficiency by yourself, you need to sit with your neighbor next door and you have to see if you can do something working together. um i think that this is uh this is something important uh we identified uh some key areas uh where we will uh where we are working uh before we mentioned the the lease another that i could mention is uh is operational maintenance. So there are several areas where we should work in order to find efficiency. But yes, cooperating with existing players is definitely one option, especially in markets where There has been more consolidation. It's easier to cooperate with someone who is another professional, large tower player, and who shares your same view, your same processes, and your same mindset. On the European telecom sector, the European telecom sector is shrinking and shrinking in terms of cash generation. and this is due to the over-competition they have that has been stimulated by the European regulator, we can help them in several different ways. One is helping them to find an intelligent way to consolidate their networks. uh natural consolidation should be possible without penalizing neutral operators as we are uh and these uh these can be can be feasible uh we should lobby together there are too many countries where the electromagnetic limits are too low and so we can increase the network densification at a very reasonable cost if we work together on the regulation Some areas can be covered using small cells or DAS. I think more DAS than small cells. This is very efficient in terms of network densification for the for the MNOs because they can have a turnkey solution that is capex-like for them and can give them very good coverage in specific areas with a good traffic a good traffic print. So we can do many things. And in general, what we're doing is that we're not preventing the telco operators from searching more efficiency. It's clear. We paid for our portfolio. And so we are not very flexible in giving away our rights on what we paid. If we can cooperate on new areas of business, most welcome.

Thank you. Thank you. Next question comes from Luigi Minerva from HSBC. Please go ahead.

Yes, good afternoon. Thanks for taking my question. It's about the way you see shareholder distribution as part of the equity story. Mark, obviously you're navigating Selnex towards a new phase of the equity story. So how important is shareholder distribution if the investment grade rating is in sight by the end of 2024? Can you use the February capital markets day already to announce a shareholder distribution? And what's your view between the dividend and share buyback given where the share price is currently? Thank you.

I start from the last. Given the share price, we already demonstrated that we consider this share price very convenient for taking exposure to the equity I made personally and the company made, and the board decided whether, and we say not very big, it's 150 million, but it's an important message that we pass to the market. To answer more broadly to your question, I think that the first stage of Salnaxa has been all about growth, and the growth has been executed brilliantly. because it has been executed fast, it has been executed with a mix of existing sites or BTS. Now we are questioning if those BTS are expensive or not, but I think that we have to consider that These commitments are fairly important when you look at the long term and the bonding that you have with your clients and with the strategy of your clients. The second phase is, if you want, it's not a disruption, but it's a movement from growth to yield. So I think that in the nature of every tower operator, there is that at a certain point, the tower operator starts generating abundant cash. It brings the capital structure in the zone, in the comfort zone, that will be the one depending on the macro evidence. But at a certain point, it becomes a return to shareholder story. Are we going to say something at Capital Market Day? Yes, in terms of what we consider appropriate. And if you ask me if we will already take a numeric commitment, We are discussing internally, so I cannot anticipate it to you because we have not made the decision yet. We have to discuss with the board, so we have still some months in front of us, which will be also important to see where the marker is going. The marker is much more volatile than what we used to expect. But for sure, there will be some return to shareholder going forward becomes an important metric. Dividends or share buyback. For sure, there will be a dividend policy. A dividend policy gives a predictable base to the investors, especially to the long investors. And this is important. This is important for every tower company. We cannot be different from the rest of the sector. And every time that the share buyback will create value, the board will be very open-minded as it demonstrated right now. At the current price, it's a no-brainer. At the current price, if we were investment grade, it would have been a very easy decision. Unfortunately, in this moment, we have to be disciplined. We promised to the market, we promised to the investment rating agencies, so we stay on our promise.

Very clear. Thank you, Marco.

Thank you, Luigi. Next question comes from Rojan Tajic at Deutsche Bank.

Oh, great afternoon, everyone. Thanks for the questions. I've got two, please, hopefully very quick. Just on the lease-up growth, that was a bit slower this quarter as you highlighted. But if I look at the organic growth by stripping out the built-to-suit and the inflator, that growth is quite high. I think it's the highest this year in the quarter. So could you just give us an indication of what's happened around pricing and the pricing of those new co-located POPs, please? And secondly, Mark, just going back to some comments you made around the BTS, and you said that there is scope for some synergies and savings there. You'd previously given a, or Excel Next had previously given a bill to suit capex envelope of around 4.5 to 5 billion euros out, I think, 2030. Is there scope to revise that number with the signatures that you are alluding to? Thank you.

You know, what is interesting, there is something interesting when our industry reports on co-location, because it really depends on how you count the pops. If you take, for example, a pop of Internet of Things, the price is 200 euros per year. And if you count it one, of course, you can grow the number of pops as much as you want. We count the pops... only in terms of POPs whose revenue per POP is in line with our average revenue per POP. So in our case, making the math is relatively simple because you take the number of POPs and you multiply by the average revenue per POP. It's not the case all across the industry. Some other type of play. And believe me, I'm not making any negative comment. I'm just saying that metrics are not always the same.

Yes, just one quick comment, Roshan. Maybe we can discuss your numbers offline. But in any case, in terms of pricing, we haven't really identified a change in trends. Exactly. Bear in mind that... In terms of organic growth generation, we are providing grades very similar to those of H1. So in this case, for the nine months, it's been 9.5% of organic growth, where maybe the moving blocks are also very similar to H1. So around 3% inflation slash escalator, 4% build-to-shoot, and 2.5% co-location. So trends very similar to H1, but again, we can discuss your numbers offline. Yes. And on built-to-suit?

Yes, on built-to-suit, we are making the number of the vacuum, the envelope, for the time being, given the magnitude. of the programme, which is still another 5 billion down the road. We are not moving particularly, but as you can easily imagine, a relatively small efficiency, let's say 5-6% and with big numbers. So we are making, we have to understand how What is plattable is this new way that we are offering to our clients. I was with Win3 in Italy, and they were very excited about the possibility of increasing the number of clients BTS that they can transform in co-location in case we get more electromagnetic space. So for the time being, I would suggest you to keep your model as is. But believe me that as soon as we have good news, it will be loud and clear in making you know.

Excellent. And with this, I think we have reached the end of the session. So we just want to appreciate your interest and your time, and thank you so much. Have a nice weekend. Bye-bye.