Hello, welcome to the Iliad conference call. Please note this conference is being recorded, and for the duration of the call, your lines will be on listen only. However, you will have the opportunity to ask questions at the end of the presentation. This can be done by pressing star one on your telephone keypad to register your question. If you require assistance at any point, please press star zero and you will be connected to an operator. I will now hand over to your host, Thomas Reynaud, CEO, and Nicolas Jaeger, CFO, to begin today's conference. Thank you. Good morning, everyone. Very happy to be with you today this morning in order to announce a great acquisition. I'm Thomas Reynaud. I'm the CEO of Iliad, and I'm with Nicolas Jaeger, our group CFO, and with Nicolas Didio, our IR. We have invited you to this morning to discuss the transaction we just announced, the acquisition of UPC Poland. You probably know that, and we made it public at the end of July, that we had submitted a non-binding offer to Liberty Global for UPC, at the end of July. I believe this morning's news should not come as a big surprise for most of you. Let me start page three with the transaction highlights. The deal with Liberty Global that we announced today is pretty simple. It is about building a convergent operator in one of the largest country in Europe. We acquired Play last year. The integration so far has been a huge success. We found a way back of commercial success with net adds. We have a strong momentum in terms of revenues, in terms of profitability. We are investing massively in the mobile network in order to improve the quality of the connectivity for our Play customers. We indicated one year ago, during the summer of 2022, at the time of the acquisition of Play, that we will follow a strategy in order to build a convergent player. That transaction with UPC is fully in line with what we've done in Poland over the last 12 months. That transaction has been unanimously supported by the board of directors of Iliad and by the strategy committee of Holdco. UPC is one of the leading cable operator in the country, with close to 4 million homes passed with fiber and 1.6 million fixed unique subscribers. With an enterprise value of 7 billion zlotys, we are making the transaction with an acquisition multiple of 9.3x the 2020 EBITDA, and it represents around 7 x the EBITDA after synergy. This transaction is accretive at the group level. This is a natural combination between two strong complementary asset, and it will have a limited impact on the group leverage. Nicolas will come back on the topic. We do expect to close the transaction in the first half of 2022, when we will get the full clearance from the antitrust authorities. Moving to slide four. Of course, there is a strong rationale combining UPC and Play. We are in a country on the verge of reshaping its fixed and mobile infrastructure. We create with that transaction a strong NGN platform in order to increase our investment in 5G. We will fully benefit from the top quality backbone of UPC in order to strengthen our backbone at Play. The economies of scale are in the domain of network distribution, of course. We do believe that those synergies will enable us to accelerate our investment. Let's move to slide five. I would like to present to you in more detail UPC Poland. As you may know, the Polish market is one of the most fragmented one in Europe. UPC Poland is one of the leading cable operators, with 3.7 million on-net in fiber, covering 150 of the main cities in the country. This is the third largest fixed player in terms of revenues. UPC network is designed around eight clusters and is fully upgraded to DOCSIS 3.1. This is a quad play player using Play for its MVNO operation. For sure, UPC Poland is considered to be the most innovative player in the Polish market, thanks to the quality of the team of UPC. In 2020, the turnover grew by nearly 4%. Its EBITDA margin is very solid at around 45%, and the CapEx intensity of almost 27% reflect the investment in new networks made by UPC. As you can see in the chart, UPC Poland has been expanding its own path by around 100,000 per year and it has been growing all its KPI. We still have the intention to keep on rolling out new homes. Moving to slide six. Give you a glimpse of the value proposition of UPC Poland with the most innovative player, with cutting edge CPEs and a diversified device ecosystem. UPC is addressing the B2C, but also the B2B market, but mostly SOHOs, SMEs, and professionals. We do believe that we will benefit a lot at the group level, in Italy, in France, from the expertise of UPC Poland in terms of the overall market. Before leaving the floor to Nicolas, on slide seven, let me give you a brief overview of the market structure in Poland. When we combine UPC and Play, clearly we are now the number two of the market. We have the ambition to become the top converge player, and I think this is a very exciting transaction to combine the best mobile brand and the most innovative broadband supplier. Nicolas will give you all the financial impact of that great transaction. Thank you, Thomas. Good morning, everyone. As Thomas said at the beginning, the transaction that we announced today should not come as a big surprise. We announced on the 13th of July, the indicative letter, that was submitted to Liberty Global for UPC Poland. If we dig now at the synergy level that we expect from the transaction. This deal is not directly an in-market consolidation since Play has a limited footprint on fixed on one side, and UPC Poland has a limited mobile footprint on the other one. There is a strong rationale to combine the two assets. There will be only limited synergy on the CapEx side. The vast majority of the synergy will be extracted and will derive from the efficiency in terms of SG&A and network OpEx. We estimate those synergy to be around EUR 30 million on a run rate basis. That should come between year three and year five. The other strong part of the synergy that we have identified, of course, is the revenue synergy of the cross-selling opportunity. Cross-selling mobile offer on the fixed UPC base and vice versa, of course. Push the convergent offer on the market. This is why we indicate a bracket between EUR 10 million and EUR 13 million, depending on the success of the convergent push that we will have in the years to come. All in all, we estimate that the synergy bracket will be between EUR 40 million and EUR 60 million per annum at the horizon of three to five years. If we move now to slide nine. Discuss the impact on Iliad's leverage from this operation. End of July, we presented you the leverage at the end of June pro forma with the last 12 months of Play. We reached 2.75x, clearly showing the rapid deleveraging after the acquisition of Play as the leverage at the end of 2020 was at 3.2x. We delivered quite significantly within six months and ahead of the expectation. If we assume the EV of 7 billion zlotys, it's a bit more than EUR 1.5 billion for UPC. The deal will be fully financed at the Play level with cash in hand and new debt issues. We expect that transaction to have a slight impact on the overall group leverage of 0.3, 0.4 turn before synergy. That should lead us back just above 3 x. That's 3.1x if we look at the end of June numbers. Clearly, as you remember at the time of the presentation of Play, we indicated at the time that we don't have a precise leverage guidance, but we aim to remain between 2x and 3 x, and we can accept to go beyond slightly 3 x in case of M&A, in case of strong industrial rationale investments. If we have a solid path to deleveraging, which is the case today with the acquisition that we see. The asset is strongly operating free cash flow generative. If we now look how it will evolve in the coming years, clearly, the goal is to maintain our policy in order to maximize the deleveraging to go as soon as possible below 3 x as we did with the Play acquisition. This conclude our presentation, and we can now open the floor to the Q&A. Happy to answer them, both Thomas and Nicolas. The first question comes from the line of Georgios Ierodiaconou from Citigroup. Please go ahead. Yes, good morning. Thank you for taking my question and congratulations for the deal. I just had one. It relates to Vectra. I'm just curious if you can update us, firstly, on the overlap that you have now with network you have acquired, also if there are any changes or any implications it has for the agreement you have with Vectra at this point. Thank you. Thank you for your kind words. No, there are clear synergies at the network level. The network of UPC covers roughly one-third of the country, with 4 million on path in the major Polish cities. With Play, we have a nationwide mobile operator. We know with the ramp-up of 5G, the name of the game is to be sure to have a great fiber backbone on all our radio stations in order to take the best from 5G. That transaction, of course, will bring a lot of merits on the commercial side, but also on the network side in order to improve the quality of the backbone of Play with more density. It makes a lot of sense. We saw, for example, based on the launch of Free Mobile in 2012, the fact that we had a very dense broadband network was a huge advantage. When you look at the French market, I think today we are the number 1 player in terms of the percentage of the fiber backhauling of our network. This is a key asset in order to deliver a strong bandwidth. Sorry, in terms of your fixed line arrangements, the agreement with UPC, does that change anything on your relationship with the other network providers and the agreement you have with Vectra? Does that stand as before? Whether there is a direct overlap with that? Vectra is a very powerful player in the Polish market. It has been and it will remain a strong partner of Iliad. As I said, UPC covers only one-third of the country. We want to expand the coverage of UPC, but we will keep on relying on Vectra and on also all the POPCs in the remote zone. I think what's important is to get a proper regulatory frameworks, especially in the remote zone, especially on the POPC, with clear rules of the game in terms of co-investment scheme and in terms of absence of discrimination and visibility on the capacity to keep on investing with the POPC. I do believe that this is key for the digital transformation of the Polish economy and especially in the remote zone. Clear. Thank you. The next question comes from the line of Nicolas Cote-Colisson of HSBC. Please go ahead. Cool. Thank you. Just a follow-up on the previous questions about the network. What do you plan to do with the existing cable footprint in terms of upgrade? Would you plan to keep expanding on the cable technology, or would you think about upgrading to fiber in due course? Thank you. The good news is that the network has already been upgraded to DOCSIS 3.1. It makes a lot of sense. A lot of investment has been done on that network in order to bring fiber as close as possible to the home of our UPC customers. After it will be on a case by case where it makes sense. We have the right entity when there is the right economic equation that we may go up to the customers in terms of fiber. We will review all our options when we will take control of UPC. Maybe just to follow up in terms of synergies this time, not just locally between Play and UPC, but synergies between Iliad France, I would say, and Poland. How much of your knowledge of a fixed broadband you have in France can be applied to Poland, knowing that it's now a cable operation? How much of synergies you could extract there? Okay. No, you're right. You mentioned potential synergies, Nicolas, between France and Poland, but not only between France and Poland. Between Poland and Italy and France. This is what we call internally the Frapolita. We have a big transfer of know-how that are possible in many aspects on the B2B field, on the management of the box. Clearly we're building a European group based on three of the top five European countries. The transfer of know-how is a part of the story. Okay. Thank you. The next question comes from the line of Yemi Falana of Goldman Sachs. Please go ahead. Hi there. Congratulations on the transaction and good morning, everyone. I just wanted to kind of get some color around what gave you comfort on the regulatory side to announce this transaction. I know there's been problems with attempts to make this market more converged in the past. Is anything changing on the regulatory side that gives you confidence? Thank you. I think in the past, when you're mentioning some antitrust issues, it was about the combination of the two cable players. Here on the one side, we have a 100% mobile player without any broadband assets. On the other side, you have a 100% broadband player without any mobile asset except some customers, but MVNO customers. We do not see any risk to competition. On the contrary, I do believe that that transaction will foster competition. Super clear. Thank you. As another reminder, if you would like to ask a question, please press star one. The next question comes from the line of Mathieu Robilliard of Barclays. Please go ahead. Yes. Good morning, all, and thank you for taking the questions. Follow-up question on the cable network. I don't know if you can share with us some elements about, for instance, how many customers there is per node or any attributes of the cable network that would help us understand how upgraded and modern it is. I was looking at your slides, and it seems that there's quite a number of ways to connect to the cable network, and I was wondering if you were already thinking about how to simplify that maybe. Lastly, maybe I missed it, but in terms of the financing of the deal, can you give a little bit of detail at this stage? Thank you. Thank you, Mathieu. This is a good question when it comes to network, and this is where we spend a lot of time with our technical teams. We will not be in a position for competitive reasons to give you the exact and precise answer to your question. When it comes to the average distance from the last point of fiber to the home, we are very close. We are talking about 100 meters, a few hundred meters on average. The upgrade has been quite efficient on that front. When it comes to the average peak usage and the capability to increase on a single footprint the number of customer, we made our due diligence, and we can, and the asset can support with good average bandwidth and peak bandwidth, to push off the take up within the zone. Without giving any specific number, you can see that there is roughly a third of penetration rate. You can go above that level without any important investment. On the wavelength, you're right. There is not all the waves that are used, and that will be part of the continued upgrade that we will do in order to maximize the bandwidth for giving up the 1 Gb to a maximum number of customer in many area. In terms of financing. The acquisition is done at the level of Play. It will be a Polish acquisition, and the financing rely on two layers. The first one is the existing cash that we have on hand in Poland following the transaction and the sale to Cellnex of the passive infrastructure. Roughly EUR 900 million or EUR 1 billion roughly. The extra will be raised on local debt market between signing and closing. Anyway, Iliad Group stands by the financing of its key subsidiary. Great. Thank you very much. We currently have no more questions on the line. There are no more questions on the line. Thank you very much for the attendance to that conference call about that very exciting acquisition of UPC by Play that will make our Polish asset stronger, convergent. Clearly number two of the Polish market with great prospect for the Polish consumer and the Polish B2B customers. Thank you very much. Thank you. Bye. Thank you for joining today's call. You may now disconnect.