Roadshow Presentation
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Confidential Roadshow Presentation September 2020 Disclaimer This Presentation is strictly confidential and has been prepared by Triple Play Brasil Participações S.A. (“Company”) and its financial advisors solely for your information and benefit. “Presentation” means this document, its contents or any part of it, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting. This Presentation and its contents are confidential and may be deemed to contain material non-public information. This Presentation may not, in whole or in part, be disclosed, reproduced disseminated or quoted at any time or in any manner without the Company’s prior written consent. This Presentation also includes forward-looking statements regarding the Company, including projections and expectations, which involve risk and uncertainty and actual results may vary from those expressed or implied. All statements other than statement of historical facts made in this presentation regarding, among other things, the prospects of Brazil, the telecommunications industry and our prospects, plans, results of operations, financial position, cash flows, liquidity and business strategy and execution mays constitute forward-looking statements. Such statements reflect the Company’s management’s beliefs, expectations and assumptions of future events and are subject to risks, contingencies and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict. Factors and risks that could cause actual results to differ materially from our expectations include, but are not limited to, the possibility that the expected growth will not be realized, or will not be realized within the expected time period, due to, among other things: (1) the Company’s dependence on its ability to expand services while maintaining the quality of the services provided and a positive customer experience; (2) the Company and its subsidiaries may face difficulties responding to new technologies; (3) the Company's dependence on its ability to operate its systems and controls efficiently;; (4) as a telecommunication provider, the Company and its subsidiaries are subject to extensive legal and regulatory obligations which may limit its flexibility in responding to change in market and competition conditions; (5) actions taken by our competitors; (6) general economic, political and business conditions and, in particular the effect thereof on the telecommunication industry in Brazil and globally; (7) actions taken or conditions imposed by the Brazilian or foreign governments, including actions which impact interest rates, inflation and foreign exchange; (8) the willingness of customers to buy our products; and (9) our success in retaining and recruiting qualified personnel. To the extent available, the industry, market and competitive position data contained in this Presentation has come from official or third party sources. Although the Company believes that each of these sources is reasonable and reliable, it has not independently verified their data. In addition, certain of these data comes from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. Although the Company believes that its research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness. Accordingly, you should not place undue reliance on any of the industry, market and competitive data contained in this Presentation, as well as on our forward-looking statements, which speak only as of the date they were made. The Company and its representatives and advisors do not undertake any obligation to update or revise any forward-looking statements because of new information, future events or otherwise. The material contained herein is in a high level summary form, does not purport to be complete and does not contain an exhaustive review. Prior to making an investment in any securities of the Company, you should carefully consider all sources of information regarding the securities, the Company, the telecommunication industry and all other relevant issues and risks with respect to an investment in the securities and the Company and evaluate the merits, risks and suitability of investing in the securities. Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This presentation is being made only to investors that, by means of their attendance at this presentation, represent that they are “qualified institutional buyers” as that term is defined in Rule144A under the Securities Act. Any offering of securities to be made outside of Brazil will be made by means of an offering memorandum that will be sent to you at the address that you provided today. Such offering memorandum will contain detailed information about the Company and its business and financial results, as well as its financial statements. Investment decisions should be solely made on the basis of the offering memorandum and not on the basis of this presentation. This presentation does not constitute an offer, or an invitation or solicitation for an offer, to subscribe for or purchase any securities, nor shall any part of it nor the fact of its dissemination form part of or be relied on in connection with any contract or investment decision relating thereto. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment. If the Company should at any time commence an offering of securities, any decision to invest in such offer to subscribe for or acquire securities of the Company must be based wholly on the information contained in the offering memorandum to be issued by the Company in connection with any such offer and not on the contents hereof. No photos, videos or any copies whatsoever of the slide presentation or any other written materials is permitted. This presentation and related meetings may not be recorded by any party, including the Company. No e-mailing of soft copies of the slide presentation or any other written materials is permitted. By attending the meeting where this Presentation is made, and by receiving this Presentation, you agree to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information disclosed in this Presentation. 2 Presenters Gilbert Minionis Marcus Varotti Karlis Kruklis Chief Executive M&A and Business Chief Financial Officer Development Officer Years at Conexão 5 5 - Years of Experience in Telecom Sector 24 9 7 (1) Prior Experience ____________________ Source: Company Management. 3 (1) Former portfolio company of Acon Offering Summary Issuer . Triple Play Brasil Participações, S.A. (“Conexão” or the “Company”) Listing Segment . B3 / Novo Mercado . Initial Public Offering according to Instrução CVM 400, with international placement efforts according to Rule Offering Structure 144A/Reg S Offering Size / . R$1.3bn total size Structure . R$560mm primary (at mid point of the range) . R$746mm secondary Hot Issue . Up to 20% of the Base Offering Greenshoe . Up to 15% of the Base Offering Use of Proceeds . Growth (organic and M&A) and working capital Lock-up Period . Lock-up period 180 days for Company, Management and Selling Shareholders Joint Bookrunners Lead Coordinator Stabilization Agent 4 Introduction to Conexão Conexão at a Glance Fast growing Brazilian provider of high-speed internet services with leading market shares in each of the broadband markets we operate Growing Addressable Market Brazil low broadband penetration (48% vs. 89% USA)(1) 330k Brazil IP traffic growth Total Subs 989k Homes Passed 33% Proven Business Model Penetration Rate Broadband-centric model Significant greenfield and M&A opportunities Revenue High Quality Fiber Infrastructure Breakdown Fiber-focused network with ~7,500km (~75% of total)(2) Excellence in customer service (awarded with Best 74% Data Customer Service 6 years in a row)(3) Track Record of Growth and Profitability Annualized Adjusted EBITDA 1H2020 of R$143mm (+14% vs. 2019A)(4) Target IRR of greenfield projects +30% (As of June 2020) ____________________ Source: Company filings, Anatel, Cisco and IDC (1) Globalcomms 2019; (2) As of June 2020; (3) In Brazil. Award by Anatel, applies only for Cabo Telecom, one of Conexão’s brands; As of September 2018; (4) Annualized Adjusted EBITDA 1H2020 = Adjusted EBITDA 1H2020 of R$71.447 thousand (x) 2 6 A FTTH Broadband Services Provider Pay-TV Data 74% % of 22% Revenues(1) 4% Voice Data Pay-TV Voice High-speed internet Complementary Wide variety of and excellent telephony services television channels to customer service to such as local and long attend client needs customers distance calls (As of June 2020) ____________________ Source: Company. 7 (1) As of June 2020. Strategy to Concentrate on Small and Medium Sized Broadband Markets Focus on less competitive markets results in more attractive operating performance given favorable competitive environment than in larger metropolitan markets RN/PB Cluster CE Cluster SP/MG Cluster (As of June 2020) Geographic Footprint # of Subs(1) 133k 126k 71k Market 1st 1st