investor presentation · p r o j e c t j e r i c h o key takeaways offering attractive remuneration...

€1.4bn public share buyback offer + share issue

Investor Presentation

Disclaimer

C O N F I D E N T I A L

▪ This document has been prepared by Iliad S.A. (the "Company”) and is being furnished to you solely for your

information and personal use.

▪ This presentation includes only summary information and does not purport to be comprehensive.

▪ The information contained in this presentation has not been subject to independent verification.

No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed

on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein.

▪ None of Iliad S.A., its affiliates or its advisors, nor any representatives of such persons, shall have any liability

whatsoever (in negligence or otherwise) for any loss arising from any use of this document or its contents or

otherwise arising in connection with this document or any other information or material discussed.

▪ This presentation contains forward-looking statements relating to the business, financial performance and

results of Iliad S.A. These statements are based on current beliefs, expectations or assumptions and involve

unknown risks and uncertainties that could cause actual results, performance or events to differ materially from

those described in such statements. Factors that could cause such differences in actual results, performance or

events include changes in demand and technology, as well as the ability of Iliad S.A. to effectively implement its

strategy.

▪ Any forward-looking statements contained in this presentation speak only as of the date of this presentation.

Iliad S.A. expressly disclaims any obligation or undertaking to update or revise any forward-looking statements

contained in this presentation to reflect any change in events, conditions, assumptions or circumstances on

which any such statements are based unless so required by applicable law.

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P R O J E C T J E R I C H O

Key Takeaways

▪ Offering attractive remuneration to Iliad’s shareholders willing to monetize their investment

▪ €120 per share (26% premium on the closing share price at 11 November 2019)

▪ Fair and equal treatment of all shareholders

▪ No dilutive impact for shareholders not participating in the share buyback and the share issue

▪ No impact on Iliad’s balance sheet, or its strategic flexibility and firepower

▪ No impact on EPS

▪ Strong support from Xavier Niel, investing up to €1.4bn at a significant premium

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Proposed Transactions


Share

buyback

Share

Issue

■ Fairness Opinion delivered by an independent appraiser (BM&A), whose work has been overseen by a special-purpose committee, primarily composed of independent directors

■ The share issue will be open to all Iliad shareholders without preferential subscription rights but with priority subscription period (droit de priorité)

Same amountas the share

buyback offer-

up to €1.4bn

Same priceas the share

buyback offer-

€120

Xavier Niel

does not intend to tender his

shares

Fully securedby

Xavier Niel

= =

Up to

€1.4bn

€120

per share

The transactions were approved by the Board of Directors on November 11, 2019 and will be submitted for

approval at an Extraordinary General Meeting to be held on December 20, 2019

The share buyback will be fully financed by a share issue representing the same amount and at the same price (1)

Settlement and delivery date for the share buyback offer immediately subsequent to the close of the share issue (January 31, 2020)

Note: (1) Subject to Article R. 225-119 of the French Commercial Code, which provides that the price must be at least equal to the weighted average of the share price over the last three trading sessions preceding the start of the offer less a discount of up to 10%.

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Respectful of All Shareholders’ Interests

▪ Special-purpose commitee composed of a majority of independant directors

▪ Independent appraiser appointed to provide a fairness opinion

▪ Transactions to be submitted for shareholders approval at an Extraordinary General Meeting

▪ 3 options available to shareholders:

− Benefit from an attractive premium => Tender shares to the buyback offer− Increase their holdings, alongside the majority shareholder => Do not tender shares to the buyback− offer but take part in the share issue− Maintain current holding – No dilutive impact on ownership or EPS => Do not take part in the transactions

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This operation Reflects Iliad’s Shareholder-Friendly Policy


Dividend policy

The recovery of the Group’s

French activities and its

stronger balance sheet have

paved the way for a more

proactive dividend policy: :

▪ Proposed dividend of

€2.60 per share

▪ Dividend policy backed

by Xavier Niel

Infrastructure deals

Cash proceeds of recently

announced infrastructure

deals (with Cellnex and

Infravia Capital Partners)

will be used to strengthen

the Group’s balance sheet

– reducing Group leverage

by approximatively 1x

EBITDA

Exceptional liquidity

A proposed share

buyback of up to €1.4bn

At a significant

premium

Fully secured by a share

issue guaranteed by

Xavier Niel

Strong support from Xavier Niel

investing up to €1.4bn at a significant premium

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6

Strong Backing from our Majority Shareholder – €1.4bn Investment at a 38% Premium (1)


◼ Xavier Niel will not tender his shares to the share buyback offer

Xavier Niel’s ownership interest in Iliad could be raised to c.72% following the share issue

◼ The share issue will be fully secured by Xavier Niel

– A dedicated vehicle controlled by Xavier Niel will guarantee the entire amount of the

share issue

– This is equivalent to a new primary investment from Xavier Niel in Iliad of up to €1.4bn

◼ The significant premium paid through the share issue reflects Xavier Niel’s confidence in

the Company’s industrial project and its long-term value creation potential

Note: (1) On the volume-weighted average price over the last three months prior to November 11, 2019

Fair and Attractive Financial Terms Offered to All Shareholders


+26%vs reference date share

price(1)

+30%vs. 1M VWAP(1)

+38%vs. 3M VWAP(1)

Premium on

previous share

buybacks

+22%

(L10Y Median)

6.7x

EV/EBITDAaL(2)

Higher than peers’

trading multiples

Offer price

validated by the

presenting banks

and an

independant

appraiser,

with the delivery of

a fairness opinion

€120per share

%

Notes: (1) 2019-11-11(2) 2019 EBITDAaL based on brokers’ consensus

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November 12, 2019

Announcement of the transactions

Publication of Q3 2019 revenues

Provisional Timeline


December 20, 2019

EGM to approve the capital reduction and the share buyback offer

January 13, 2020

Closing of the share buyback offer

January 17-21, 2020

Subscription period for the share issue

December 23, 2019

Opening of the share buyback offer

January 16, 2020

Publication of the share buyback offer results

January 28, 2020

Settlement and delivery for the share issue

January 31, 2020

Settlement and delivery for the share buyback offer

Capital reduction

Notes: - November 12, 2019: Draft Offer Circular (note d’information) for the share buyback filed with the AMF- December 3, 2019: AMF compliance decision on the share buyback offer and publication of the prospectus

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C O N F I D E N T I A L

Appendix


Success Rate and Implications of the Share Buyback Offer

A P P E N D I XP R O J E C T J E R I C H O

Liquidity of the

stock will be

preserved

■ The final number of tendered shares will depend on the success rate of the offer. If the success rate is 100%, the Company’s free float will be approximately 28% (versus 48% today) after the cancellation of the tendered shares

■ This level of free float is sufficient to ensure good liquidity given Iliad’s current market capitalization (€5.6bn as at November 11, 2019). The size of the share buyback has been calibrated to ensure that Iliad can remain in the SBF120 index after the completion of the transaction

Shareholders

tendering their

shares will be

served

proportionally

■ The share buyback offer will not be void if it does not achieve the maximum objective of tendered shares. Shareholders choosing to tender their shares would be served proportionally to the number of orders placed for the share buyback offer(1)

No de-listing

intention

■ As a founder and majority shareholder of the Company, Xavier Niel strongly values its listing on Euronext Paris and does not intend to de-list the Company’s shares.

Note: (1) In accordance with Article R. 225-155 of the French Commercial Code

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An Operation Prepared in Accordance with Best Governance Practices

A P P E N D I XP R O J E C T J E R I C H O

Notes: (1) In accordance with Articles 261-1 and 262-1 of the AMF’s General Regulations(2) In accordance with Article 231-16 of the AMF’s General Regulations

Review of the

transactions by

a special-

purpose

committee

■ Composed of 4 members of Iliad’s Board of Directors of which 3 independent directors (no executives on the special-purpose committee)

■ The special-purpose committee recommended the appointment of BM&A as an independent appraiser reporting to the Board and oversaw its work

Appointment of

an independent

appraiser

■ BM&A delivered a fairness opinion on the financial terms of the share buyback offer(1)

■ BM&A issued a report on November 11 stating that the financial terms and conditions of the share buyback offer were fair

■ This report will be made available in the Company’s draft offer circular to be filed with the AMF in the next few days (December 3, 2019)

Valuation■ The offer price is based on a multi-criteria valuation analysis which will be presented in the Company’s draft

offer circular (2)

Shareholder

approval

■ Approved by the Board of Directors on November 11, 2019 in the context of a reasoned opinion on the interests and impact of the transactions on the Company on the basis of the independent appraiser’s report and the recommendations of the special-purpose committee

■ The capital reduction following the share buyback offer and the share issue will be submitted for shareholder approval at an Extraordinary General Meeting to be held on December 20, 2019

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