Good morning, ladies and gentlemen. Welcome to Bouygues G roup conference call. Please note that this conference call will be recorded. Do ensure that your lines are in listen-only mode. For the duration of the call, you will have the opportunity to ask questions after the presentation. To do this, press hash tag five on your keypad. I yield the floor to Olivier Roussat, CEO of Bouygues Group. You have the floor. Good morning, ladies and gents. Thank you for being on this call on such short notice. This morning, to answer the many questions you'll have, I'm with Pascal Grangé, Deputy CEO of Bouygues Group, Stéphane Stahl, the new CFO since the 1st of August, Benoît Torloting, CEO of Bouygues Telecom, and Christian Lecoq, CFO of Bouygues Telecom. I'll make a short introduction before moving to the Q&A. You saw the communiqué, the press release. There's a joint bid with Free-Iliad Group and Orange. This is a non-binding offer for a large part of the assets of Altice France for a total of EUR 17 billion. This joint offer is beneficial for the market by preserving a competitive ecosystem in the interests of consumers. It also benefits the seller. It offers an attractive valuation that includes a share of the synergies expected from this transaction. It also benefits the buyers because, in our industry, you have fixed costs and will have efficiency gains from this. This is a non-binding offer. It's only the first step of a long journey. There are still many steps to go, including the seller's agreement, the due diligence, the submission and acceptance of a binding offer, and then, lastly, obtaining the clearance of administrative authorities. The planned asset allocation is as follows: the B2B business will be taken over mainly by Bouygues Telecom and by Free-Iliad Group. The B2C business will be shared between Bouygues Telecom, Free-Iliad Group, and Orange. The other assets and resources, in particular, infrastructure and frequencies, will be shared between the three operators, with the exception of SFR's mobile network in less densely populated areas, the Croissant network, which will be taken over by Bouygues Telecom. On the basis of this indicative asset allocation, the split of price and value would be around 43% for Bouygues Telecom, 30% for Free-Iliad Group, and 20% for Orange. If successful, this transaction will make a lot of sense. It will create value in the medium term, as I said earlier. There's a number of stages, including the following steps. If the offer is accepted, we'll move to negotiation. Then the due diligence to be carried out, enabling a confirmatory offer to be submitted. After these stages, which will take several months, the employee representative bodies will be consulted, and an application will be submitted to the relevant administrative authorities, especially the antitrust authorities and the ARCEP. In France, we believe that the approval process will take over 18 months from the day of acceptance of the binding offer. This transaction will therefore not be completed before the second half of 2027. After the implementation of the agreement, this will be followed by the implementation of the agreement. It would probably take a few years to be able to migrate customers and then benefit from the full potential of this transaction. Throughout this process, we'll pay close attention to the human resources issues at stake. As you can see, we're embarking on a promising process that will deliver value for all stakeholders. This is a long process, a long way, and there's no guarantee of success. To conclude, I'd like to say again that we are convinced that this joint offer will ensure the long-term future of favorable conditions on the competitive market for the benefit of consumers. It will address the goals for the safety, independence, and resilience of France's telecoms network and enable the necessary investments to be made with better return on investment. Pascal Grangé, Stéphane Stahl, Benoît Torloting, and Christian Lecoq are ready to answer all your questions. If you want to ask a question, press hash key and five on your keypad to join the waiting list. If you want to remove your question, press hashtag and six. We have a first question from Mathieu Robillard from Barclay. Mathieu, you have the floor. Good morning. Thank you for the presentation. I have had a few questions. First, on the scope of the takeover, you said in the press release that some assets are excluded from this offer. I understand that some are not consolidated, that is XP Fiber. I imagine that some overseas assets are consolidated. Could you give a rough idea of the EBITDA or sales of the second quarter of Altice France? The scope on which you're formulating an offer, is that 90%, 95% of the total? The second question is on infrastructure. You have a JV joint venture with SFR. I think when it comes to the horizontal dimension of densely populated areas, will you acquire the whole of the joint venture? Thirdly, I wanted to know if in your bid there will be a price adjustment mechanism depending on the operational performance of Altice over the coming years. Thank you. Right. Before sharing the floor, the scope of the asset purchase excludes DOM-TOM XP Fiber, Ultra Edge, STS. These are client businesses only that are acquired. Your question was about fiber. This is the horizontal business, and Christian will answer your question about these three questions. First, on overseas territories, we don't have figures at the end of June 2025. We don't have data from Altice. 2024 data are public. For fiber, we are co-owners of the high-speed network for a densely populated area, and this will be fully taken over. For the adjustment mechanism, we'll have to find an agreement with the seller before saying what we can do in that regard. Thank you. I have a question by Eric Ravary from CIC. You have the floor. Can you hear me? Hello? Very well. Go ahead. Thank you for answering my question. For listening. All right. Thank you. I have a few questions. First, on regulation authorities. The EU Commission, antitrust authorities will have a jurisdiction over this. The share of assets and clients, understood. What about the employees of SFR and in France, which the split that you envisage? On the transitory mechanism structure, how will the cost be shared between the three operators? For the client base split, you're the main purchaser for the B2B. Could you provide more information on this? First, we won't give more information on the base split than what we already provided. For regulatory authorities, each company purchases a client stock. The modification of competition after this purchase generates a new situation for regulatory authority. There are three rules in total. There's one application by Orange, which will be examined by the authority, another submitted by Iliad Free, and the third by Bouygues. The competent authority for us is ADLC. For two partners, Brussels or the French authority may step in. This depends on sales volume and ratios. Third question now on HR issues. Just to give you a ballpark idea, generally speaking, between now and close, there will be 24 months, a little less than two years, waiting for a reply by authority, so maybe 2027. A transition period for client migration will take, yet again, a few years. Generally speaking, we have a situation where a large part of SFR's employees will be necessary for the company for at least two years, and then a share of them for the coming time. This is an important issue, and we will pay close attention to this. We're in an early stage for now. Additionally, for the shared entities, Stéphane, do you want to take that question? Yes. On this transition entity and this shared entity and the shared costs, all of this is very early stages. We're at the very first steps of a very long process. As Mr. Roussat said, it might not be successful in the end. What we are currently thinking about at this stage is that there are a number of assets and resources that could be placed in a shared entity that would exist for the transition period. The costs for running these assets would be under this shared entity, shared between the three operators. I think we've covered most of the questions that you asked. Sorry. We have now a question from Stéphane Bizian from Auto BHH. Over to you. Hi. Good morning. Three additional questions on my side. You didn't make any announcements on a pre-commitment, for example, on pricing. We know that for some operations, there were some commitments that were made on the pricing levels for such a transaction. Is there anything you want to add on that? Secondly, I know that you can't right now quantify the effect of the synergies, but could you maybe tell us whether you believe these synergies are easy to build or not? Tell us also about the reverse synergies. Thirdly, can you make any comments on the political aspect of this transaction? You've shared with us some good news on French politics. Could you tell us maybe a bit more, yeah, on the political nature and implications of this deal? Stéphane, we made the announce yesterday evening, and that's because we found an agreement the day before yesterday. Our agreement is not really based on the French Prime Minister's speech. It just so happened that it happened on the same day. It's really not something that we had planned. We made the announcement yesterday, and it just so happens that the Prime Minister was also giving his general political speech yesterday. Now, when it comes to the commitment, yes, there's the CMA and what happened in England recently. This is something that we'll be discussing with the antitrust authorities. Once again, it's very early days. The antitrust authorities will definitely be much more involved when there'll be an actual binding offer. These are things that we are going to be discussing with antitrust authorities both in France and Brussels. Now, even though this is still early days and we are not sure of any success, we do have a feeling that we can complete this transaction. Oh, and on the synergies, Stéphane will take that question. Regarding the synergies, we have to be very conservative, once again, because it's very early in the process. What I can tell you is that we do expect synergies from that project, synergies in the networks, in the structures as well. It's a transaction which will lead to implementation costs. What we can say, generally speaking, in terms of process and by being conservative, like Olivier said, it's an operation, a transaction which will take a long time. There will be integration costs to factor in in the first few years after the closing. There will be two to three years to implement this integration process. The synergies, we will be able to see them at the end of that process. The backdrop is not exactly the same as 10 years ago. The synergies that were discussed 10 years ago are not the same as today. Iliad has reinforced its network, and a large part of the synergies were made with the Croissant network. If I could just touch upon this quickly, this is Jérôme. Over to you, Jérôme. Okay. Just to go back to what you were saying, is it going to be two-thirds OpEx, one-third CapEx? Will there be more OpEx/ CapEx for the synergies? Hello, Stéphane. This is Christian. The EBITDA is not something that is standardized from an accounting point of view. There are different methodologies, different approaches between ourselves and SFR. We are looking more at the operating cash flow and not really on OpEx, CapEx. Once again, this is really very early days. We are working on data that has been made public, data from 2024 as well. We can't give you more information until we've completed our due diligence and come up with a binding offer. Right now, we have a set of assumptions, which is way too broad to give you more details. Thank you for the clarifications. Now we have a question from Joshua Mills from BNP Paribas. Please go ahead. Hi, guys. Thank you for taking the question. Maybe if I could just go back to the one that was asked earlier, as I wasn't quite clear on the translation. When do you expect to know whether this will be looked at by the French or the European Commission regulators? What are the important factors in determining which of the two entities it goes to? That's the first question. Secondly, can you give a bit more detail about the customer split that you've announced yesterday? Is this being done by brands, so the SFR versus the RED brands, or is that all still to be determined? Thirdly, there is discussion in the press report about traffic migration to new networks, and you've discussed synergies there as well. Can you give any early indication of how you're thinking about the mobile network development, potential shutdowns, or where you might be able to save costs on that as well? Thank you. First of all, for the split of client bases for B2C and B2B, the detail that we have given you is, essentially what we've given you. We're not going to be sharing any more information. Secondly, when will the antitrust authorities be involved? Of course, they will be notified. The authorities will officially look into this transaction when there is a binding offer. They need to be notified, and to be notified, we need to come up with a binding offer which will outline very clearly what we intend to do. The authorities will analyze the transaction. Thirdly, on the migration, and this is probably for Benoît and Christian. Over to you, gentlemen. Yes, good morning. For the client migration, once again, we're very early in the process. As Olivier mentioned, the closing of the operation will take us to 2027, and that's when we'll start migration of the clients. We'll make sure for the clients that there'll be no interruption of the service. We'll make sure that we can guarantee a continuity of service for the clients of SFR. That is definitely at the heart of our reflections. At Bouygues Telecom, as you know, a few years ago, we acquired EIT and La Poste Mobile. We already have a success story of migration of clients. We've been able to do this in a very transparent way for clients, and we'll be building on that positive experience. Now we have a question from Hahit Modi from Citi. Please go ahead. Hi. Thank you for taking my questions. Most of them have been answered. I have two. Firstly, if you can give any color around when you talk about the infrastructure sharing, infrastructure split, does that mean the leased part of the infrastructure split as well? If you can give a bit of a color because you're saying the majority of Croissant comes into that place, which is kind of a major part of it has been leased by SFR. How will that structure be? Second, when you talk about the 18 months of approval period, does that take into account both EU and French authorities' level, or are you just talking about the French authorities' level? Lastly, can you give any color how you're going to fund this deal if approved? Thank you. For the 18 months, Stéphane is preparing an answer. The 18 months, that's the necessary time. It could be 14, 16, 18. When you're in a phase II transaction, it's for the necessary amount of time for the antitrust authorities to give us a green light. It's not a set period of time. It's just what we assume will be the necessary amount of time for a phase II project. For infrastructure and for financing, Stéphane is going to start, and then Pascal. For the infra split, what we can say at this very early stage is that what we've imagined and what you've seen in the press release is that Bouygues Telecom will be taking over the Croissant network, which is essentially the network that is held and operated by SFR in the low-density area, and which has been shared already with Bouygues Telecom for the last few years. For the other infrastructures, they will be under this shared entity that we would be operating during the transition phase. This transition phase will then lead us to thinking about the next step for the infrastructure, whether they are going to be dismantled or shared or split between the operators. The solution is quite easy. You know that the financial infrastructure of Bouygues is very strong. We have a rating that was confirmed as stable a few weeks ago. We contemplate financing. It will be debt financing fully, mostly from Bouygues Telecom. There will be two steps: first, bank financing, and then a bridge credit with a bond-based financing. Now we have a question from Akhil Dattani from JP Morgan. Please go ahead. Hi. Morning. I've got a few questions of mine as well, please. Firstly, you talked around the different parameters that determine whether this goes to France or the European Commission. Could you give us your base case on what you're assuming? Which authority at this stage are you assuming will have jurisdiction over this transaction? The second one is on potential remedies. Could you talk us through what your hard lines are at this stage around what sort of remedies you would be willing to discuss with the authorities and which are hard lines you're not willing to consider? Is there any sort of breakthrough on this transaction if the deal were not to go through? The final thing would be you talked around synergies and things that might be relevant. One of the variables we'll all be aware of is that all the major French telcos have sold their towers to different infrastructure operators in France. Is there any sort of opportunity to deliver synergy on the tower side, or should we assume, given those transactions, that's unlikely? Thanks a lot. First question on competent authorities. You have two overlapping authorities depending on the sales volume, including France and outside of France. For European groups, there are different jurisdictions. Very clearly, part of the transaction will be examined by Brussels, and part of it will be examined by France. Two entities, two authorities in Brussels or France have homogeneous, similar processes. This would not yield different remedies or situations. Limits, limitations, hard lines. It's still early days yet. We don't know now. It will depend on our discussions with authorities. If a deal is turned down, refused, we will go back to the previous situation. There will be four operators. In the period of examination, pre-closing, the market remains a four-player market with the same level of competition. Onto synergies and the costs, talking about power, onto Christian. Indeed, most of synergies link to the network and towers. Most towers were sold, but operators have many costs. We invest and maintain active equipment around towers. That's the price of electricity. We must invest each year to renew the hardware, the equipment. There's the fixed grid. We have active equipment in this network. Synergies will come from this field after the transaction. We have a question from Carlos Caburrasi from Kepler Cheuvreux. Please go ahead. Hi, everyone. Thanks for taking my questions. Most of them have already been answered. Just one. Considering how aggressive SFR has been on pricing, how does the outlook improve for you and the sector if they get out of the picture? Would you expect any restrictions from the regulatory authorities in terms of pricing, or their focus will be somewhere else? Thank you. Now, the antitrust authorities and our discussions with them haven't started. It will start from an official perspective when there will be a binding offer accepted by the seller. This is when you have the pre-notification and the notifications. That's when discussions with antitrust authorities will start. We'll see different remedies at that juncture. On the level of commitment, there are a number of things done that might be done again. Right now, it's way too early to think about the remedies. The competitive level will remain interesting for consumers. Operators want to use their fixed equipment and infrastructure as much as possible. With a free-player market, there's still enough competition for end consumers. We have a question from Andrew Lee from Goldman Sachs. Please go ahead. Good morning. I just had one question. I understand you're not going to, or you can't talk about potential remedies, etc. We've all sat through attempts and disappointment in terms of in-market consolidation in Europe over the last decade or so. I understand your official interactions with the authorities haven't yet started. What has given you the confidence, both at the French jurisdiction level and the EU jurisdiction level, that this time it might be different and that you can get consolidation over the line without offsetting remedies that undermine the benefits of consolidation? Any kind of insight you can give us in how you feel that the philosophies may have changed at those jurisdiction levels would be helpful. Thank you. Now, first of all, if we are embarking on this transaction, it's that we believe we can complete it. If we believed it was impossible to go from a four-player to a three-player market, we would not have gone ahead with this non-binding offer. We think that we can consolidate the market, first of all, because of the consequences of the Draghi report, the European report, which I think compels us to improve the infrastructure and telecommunication infrastructure. There are a number of things we need to look in a different light. When you look at what's happened, England might not feel like it's European, but they've gone from a four-player to a three-player market. Likewise for Romania, for the Netherlands. It seems possible to do that in Europe. There can be efficiency gains which are profitable for consumers. That's the feeling that we have, that it is possible to go from four to three. Of course, we'll have to discuss it with antitrust authorities. We are optimistic. If we weren't optimistic, we would not have embarked on this journey. This is the very first step, but we have a definite feeling that we can close this deal. Now we have a question from David Wright from Bank of America. Please go ahead. Hello, guys. Thank you so much for taking the calls. I wondered, based on your understanding of the EV and the financials, what is your perceived valuation multiple of the headline offer, please? I think when companies often publish offers, they will also refer to the relative valuation. What is your understanding of the relative valuation? Thank you. Regarding the relative valuation, in the press release, we said 43% of the EUR 17 billion and 43% of the value. That value was calculated with a multi-criteria method based on the EBITDA and on EBITDA - CapEx, which I called earlier the operating cash flow, which is for us the most important indicator. What is your perceived operating cash flow multiple? Just so that we understand your approach. Thank you. The operating cash flow of SFR for 2024 has been made public. SFR is altogether more than EUR 1 billion of operating cash flow. If we remove the few elements that are in the scope, we're still around EUR 1 billion. That's the figure that we currently have. Okay, thank you. Thank you Thank you so much. To add to this, we are very, very early in the process. We haven't done any due diligence. We've based our offer on figures from 2024. It's a bit early to really give you more color on this. Thank you, gentlemen. Now we have a question from Jérôme Boré from MUFG. Please go ahead. Thank you very much for taking my question. Maybe just a quick clarification, if I may. You're saying that every operator is going to have its own application to the antitrust authority. What happens? Of course, the level of decision may be different between an operator to another. What happens if one of the offers is struggling compared to the two others being accepted? It's a bit theoretical, but I'd like to understand how you've organized this kind of or you think you're going to organize this kind of potential scenario. Thank you. Here again, we are very early in the process. This is, once again, a non-binding offer. In this offer, it's a joint offer, but we are not here to support one of the operators if they were to pull out or if they were to have any difficulties. We look at this at another moment. We still believe that we can complete this transaction. We are fairly confident. Now we have a question from Oba Agboola from UBS. Please go ahead. Hey, thanks for taking the time. Sorry to ask about the regulatory side again. Just to clarify your earlier answer where you said you expect your offer would be subject to French local regulatory approval and then perhaps the Iliad and Orange offers to Brussels, could you just clarify that statement effectively? Is that your understanding of what's likely to happen? No, this is not what I said. Sorry. What I did say is that there are two competent authorities: the French authorities, ADLC, we are under their authority, and then Brussels. I said that the way notifications are made for our two partners depends on their sales in France and in Europe. It's highly likely that one will notify Brussels, and for the other, it's not as likely. I can't talk on their behalf, but what is certain is that both authorities will be notified. We'll see if it's two for Brussels and one for France, or two for France and one for Brussels. I didn't say that our two other partners will necessarily notify Brussels. Okay, thanks. That makes sense. We have a question. We have a question by Jean-Yves Guibert from Blue Bay Asset Management LLP. You have the floor. Hi. In your press release, there's a joint offer. As you said, each operator will bring its own offer to the competent authority, European or French. Will each offer be determined on the scope envisaged by each operator, or will each application to authorities be the same, standardized? That is the joint offer. No, the joint offer means that you have an agreement between the three operators that makes it possible to purchase assets in France. As we excluded overseas territories, we excluded infrastructure and other features, Ultra Edge, STS, Intelsia. Each operator will take over a base and a split of infrastructure. This has been decided. The acquiring of a base will change the competition of each operator on the French market. Each operator will put in an application to the competent authority for examination, examination of the consequence of this transaction on the competition situation. There will be three applications, three dossiers. As I said earlier, the antitrust authorities in Europe work on the same methodology. I do understand. There are three offers, distinct offers. It could be that the conclusions are different for each offer, right? If this would be the case, this is not congruent with the way we dealt with assets because we made sure that this application is likely to be accepted. If it doesn't go through, it will be turned down and refused. This is not the way we went about this. We are reasonably confident that we will see this through and that this deal will be accepted. We're not there yet. It's early days. At this stage, a competition authority can only examine a precise, well-defined deal. This entails an accepted bid. This will come in a few months. For now, as I said earlier, we believe that in Europe, in the current situation, the competition analysis has moved, has changed. This is why we're rather optimistic when it comes to this deal. We don't have further questions. I'd like to give the floor back to Olivier Roussat for closing comments. Ladies and gentlemen, the conference call is over. Thank you for your attention. We're ready to answer all your questions. The whole team is ready to answer your questions. I'd like to remind you that the group's nine-month 2025 results will be published on November 5th. Have a pleasant day. Thank you.