Investor Presentation Senior Secured Bond
26 September 2017 Disclaimer
•This Presentation, together with its enclosures and appendices (collectively, the “Presentation"), has been produced by AINMT Holdings AB (“AINMT”, the “Company” or the “Parent”), solely for use in connection with the contemplated offering of bonds (“Bonds”) by ice group Scandinavia Holdings AS (the “Issuer”), expected to be initiated in September 2017 (the “Transaction”). This Presentation and its contents are strictly confidential and may not be reproduced, or redistributed in whole or in part, to any other person. The managers for the Transaction are DNB Markets, a division of DNB Bank ASA, and Pareto Securities AS (the “Managers”). This Presentation is for information purposes only and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. By attending a meeting where this Presentation is made, or by reading the Presentation slides, you agree to be bound by the following terms, conditions and limitations. Unless indicated otherwise, the source of information included in this Presentation is the Company.
•The information contained in this Presentation has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. The Company does not intend, and does not assume any obligation to update the Presentation. None of the Company, the Issuer or the Managers or any of their respective parent or subsidiary undertakings or affiliates or any such person’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. An investment in the Bonds involves a high level of risk and several factors could cause the actual results or performance of the Issuer to be different from what may be expressed or implied by statements contained in this Presentation. By attending a meeting where this Presentation is made, or by reading the Presentation slides, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Issuer, its business and its shares and other securities (including the Bonds). The content of this Presentation is not to be construed as legal, business, investment or tax advice. Each recipient should consult its own legal, business, investment and tax advisers to obtain legal, business, investment and tax advice.
•Neither this Presentation nor any copy of it nor the information contained herein is being issued, and nor may this Presentation nor any copy of it nor the information contained herein be distributed directly or indirectly to or into Canada, Australia, Hong Kong or Japan, the United States of America or any other jurisdiction in which such distribution would be unlawful. Neither the Company nor the Managers, nor any of their Representatives, have taken any action to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The distribution of this Presentation and any purchase of or application/subscription for Bonds or other securities of the Company may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company, the Issuer or the Managers or any of their Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.
•Neither the Company, the Issuer nor the Managers have authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.
•In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). Accordingly, this Presentation has not been approved as a prospectus by the UK Financial Services Authority (“FSA”) under Section 87A of FSMA and has not been filed with the FSA pursuant to the UK Prospectus Rules nor has it been approved by a person authorised under FSMA.
2 Summary of risk factors
The Issuer and its subsidiaries (together the "Group") are exposed to numerous risk factors. A brief summary is outlined below. The risk factors are described in more detail in in section IV of this Presentation. All potential investors should read the presented risk factors in its entirety before making a decision on whether to invest in the Bonds. Please note that the risks described below are not exhaustive. An investment in the Bonds is suitable only for investors who understand the risk factors associated with this type of investments and who can afford a loss of all or part of their investment.
Risks related to the industry and market conditions • Economic conditions – ice group’s performance is influenced by economic conditions in the markets in which it operates. • Regulatory environment – ice group operates in a highly regulated industry, changes may have material consequences • Actual or perceived health risks relating to electromagnetic and radio frequency emissions may damage the reputation of ice group. • Failure to develop, or obtain timely access to, new technologies or equipment, or to obtain the necessary licenses or spectrum to provide services using these new technologies, could have a material adverse effect on the Group’s business, financial condition and results of operations. Risks related to the Group’s operations • Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. • Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. • The Group is dependent upon telecommunication licenses to operate its business - failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and services and subsequently impact the Group’s financial and operational performance. • The failure or breakdown of key components of the Group’s networks, including hardware and software, may have a material negative effect on the Group’s financial and operational performance. • Database piracy, unauthorized access or other database security breaches could materially adversely impact the Group’s reputation, prompt lawsuits and other actions against the Group and lead to a loss in subscribers and hinder the Group’s ability to attract new subscribers. • Cyber-attacks, computer virus attacks or acts of terrorism or vandalism could result in equipment failures or disruptions in the Group’s operations. • Any interruptions in the Group’s ability to provide services could seriously harm the Group’s reputation and reduce subscriber confidence, • Ice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achieve sufficient ARPU and limited churn • Ice group depends on a limited number of suppliers and vendors to provide equipment and services - the Group may experience future problems related to increased prices or procurement of necessary equipment and services. • ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. It may prove difficult to recruit or retain competent personnel in the future. • If the Group is unable to maintain the reputation of and value associated with the Group’s brand names, the Group may not be able to successfully retain and attract subscribers. • The Group’s licenses may have limited value upon a bankruptcy. • New licenses auctioned by the authorities to new or current competitors of the Group may lead to increased competition in the telecommunications market and may have a negative effect on the prices the Group is able to obtain from its customers and thereby the Group's financial performance. • The Group may undertake future acquisitions on an opportunistic basis which may increase the Group’s risk profile, distract management and/or increase the Group’s expenses. • The members of the Group are, and may in the future be, involved in disputes and litigation, including with tax authorities, the ultimate outcome of which is uncertain.
3 Summary of risk factors
The Group’s financial risks Risks related to the Bonds • The Company is exposed to foreign exchange risk. ice group does not hedge its foreign exchange • The Issuer may not have sufficient funds to redeem Bonds upon a put option event. rate exposure. • There will only be a limited trading market for the Bonds and the market may have limited liquidity. • ice group is highly leveraged and uses a large share of its cash flow for payment of liabilities, which • The market price of the Bonds may be volatile. means that ice group’s financial flexibility is limited. • The Bondholders may be subject to restrictions on transfers of the Bonds. • If the Group cannot generate sufficient cash to meet its debt service obligations or fund its other business needs, the Group may, among other things, need to refinance all or a portion of its debt, • The transfer of Bonds is subject to restrictions under the securities laws of the United States and obtain additional financing, delay planned acquisitions or capital expenditures or sell assets. other jurisdictions. • Existing financing agreements include, and future financing agreements may include, financial and • The terms and conditions of the Bond Agreement will allow for modification of the Bonds or operational covenants, and failure by the Group to meet these may entitle lenders to call for guarantees, waivers or authorizations of breaches which, in certain circumstances, may be effected immediate repayment of amounts outstanding. without the consent of Bondholders. • The agreement regulating the bond issue completed in April 2017 includes change of control • Legal investment considerations may restrict certain investments. provisions entitling bondholders to call for pre-payment of the bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. • The Bonds may be subject to optional redemption by the Issuer, which may have a material adverse effect on the value of the Bonds, and in such circumstances an investor may not be able to reinvest • ice group is exposed to interest rate risks in interest bearing current and non-current liabilities the redemption proceeds at an equivalent rate of interest. (including the Bond Issue). As the Bonds carry variable interest rates, the relatively high level of debt results in exposure to interest rate risk. • The security package may prove to be of limited value upon enforcement. • Credit risk related to non-payment from the Group’s customers. • The contribution from ICE Norge AS towards servicing the Bond Issue is very limited and may lead to the Issuer not being able to service the Bond Issue. • Valuation risks – valuation of assets and liabilities carried out by third party experts may prove to be wrong.
Regulatory risk • An assignment of licenses requires governmental approval in Norway and Sweden.
4 1
Executive ice group KPIs & Risk factors Appendix summary Scandinavia financials The ice group credit story highlights
1 Attractive market characteristics 2 Operational risk deleveraged
• High barriers to entry – capital intensive and regulated market with limited • Significant and permanent cost advantages with modern technology - no legacy frequencies available – limiting possible entrants for the foreseeable future (less maintenance), fewer base stations and lean organization • Mobile data explosion giving support to business model and ARPU levels • Deleveraged operational risk through successful investments in business critical infrastructure, completed migration • ice group is a disruptive #3 MNO with 24% of all LTE frequencies (estimated 45% of all LTE frequencies currently in use for LTE) • Low roll-out risk, starting with low frequencies, ensuring low deployment risk, higher ROCE and “build as you grow” strategy • Norway is a benign high ARPU market with a duopoly structure • Pure 4G network with attractive frequency portfolio ready for substantial data • Government inclined to support increased competition – introduced ban on consumption winback which de-risks ice.net’s growth prospects • Customer centric approach with focus on NPS and low churn
3 4 Business model yielding low credit risk High value backing yielding substantial security
• Recurring revenues and scalable business model with flexible cash flow • 80MHz LTE frequencies below 2.1GHz - recent auction rounds supporting a high value • Successfully initiated on-net traffic in Q4’16 which will improve profit margins • Nationwide pure 4G networks across Scandinavia with ~2,500 base stations as • Proven subscriber intake and positive development of KPIs of Q2’17 • Top management team with track record of growth and margin expansion, and • Rapidly growing subscriber base - passing ~500k RGUs as of Q2’17* with significant experience from blue chip telecom companies • Stable contribution and cash flow from MBB business generating NOK 130m in • Supportive owners and debt investors with relevant track record and deep EBITDA on 3G technology – now upgraded to multiband 4G pockets have injected more than NOK 5 billion in the Group since 2009 • Group market cap of NOK ~13.9 billion** • Competent board with diversified telecom and tech background
Note(*): ~328-330k smartphone subscribers (Incl. 35-40k from Hello acquisition, depending on migration results), 169.1k MBB (including IoT in SE/DK) subscribers as of Q2’17 Note (**): Based on 126.6m shares in Ice Group Holdings AB and share price of NOK 110 6 A bond refinancing will allow the company to pursue its customer centric and high growth strategy
Refinancing considerations Moderate leverage given highly valuable business
• Ice has created a unique platform for growth and potentially long term Value backing illustration (NOKbn) 2 superior sustainable margins through acquisition of a large amount of spectrum in Norway, new 4G networks and a lean organization − Subscriber growth has been strong and the key is to continue to grow and 12,2 scale its assets and costs through continued accretive customer growth − Growth requires subscriber acquisition cost that was planned to be financed through the NOK 600m growth facility and potentially equity from listing proceeds − By issuing a NOK 1.4bn bond that replaces the undrawn secured growth facility continued subscriber growth is enabled in a more flexible and efficient 7,2 manner compared to under the existing facilities
• Based on the assumptions of continued development over the next years, the company plans to be fully funded from the contemplated refinancing until the planned bond maturity in 20211 1,2 • Moderate leverage with substantial asset backing throughout the period − Continued low LTV and strong underlying value backing 1,3 Gross debt Q2-17 − Continued support from robust sponsors NOK ~2.2bn LTV 18-23% • The company is currently evaluating optimal timing and structure of a future 2,5 Net debt Q2-17 listing (near term Oslo Børs listing plans are postponed), given the NOK ~1.1bn company's various projects and commitments and the potential value Book value of Adjusted value Subscriber Additional Implied EV creation for its stakeholders assets of licenses base implied equity Scandinavia
1 The Business Plan is based on certain assumptions which the Issuer considers most likely will be fulfilled, including that the Issuer will achieve improved terms from certain third party suppliers and positive revenue contribution from new or alternative deployment of certain assets of the Company. 7 2 Calculated as: Implied equity value given Ice Group AS’s current market cap (5.4bn) which owns 39.0% of Ice Group Holdings AB, implying a group market cap of NOK 13.9bn. Assumed that Ice Group Scandinavia Holdings AS represents up to ~80% of the group value for illustrational purposes (this graph is faded). Summary of contemplated secured bond terms
Issuer: ice group Scandinavia Holdings AS Group: The Issuer with all its Subsidiaries from time to time Guarantors: Ice Communication Norge AS, Netett Sverige AB, Ice Norge AS Issue amount: NOK 1,400 million Status: Senior secured Security: Share pledges, assignment in shareholder loans and intercompany loans, pledge in accounts, operating assets, receivables and inventory etc. Use of Proceeds: Refinance outstanding secured debt, for growth- and general corporate purposes Coupon: 3 months NIBOR + [•] % per annum (quarterly interest payment), (NIBOR floor at zero) Price: 100% of par Tenor: 4 years Settlement Date: [12] October 2017 Final Maturity Date: [12] October 2021
Makewhole until October 2019, thereafter callable at a price equal to 102.75% of the Nominal Amount until October 2020, thereafter callable at a price equal to 101.375% of the Nominal Amount until Call options: April 2021, thereafter callable at 100% of the Nominal Amount towards maturity
Change of Control: Put at 101 % of par if any else than AI Media Holdings (NMT) LLC, Access or Rasmussengruppen becomes the owner of more than 50%, or in case of a delisting post IPO
Material Asset Sale Event Put at prevailing call price if sale of Norwegian licenses or subsidiaries
Minimum Liquidity of NOK 150 million Loan to Value (NIBD / EV) not to exceed 50% Covenants: Dividend restrictions: max 50% of net profit and subject to incurrence test of max 3x NIBD/EBITDA post dividend payment
Financial Covenants Cure: Possibility to cure breach of covenants by equity injection which will adjust NIBD and Minimum Liquidity Incurrence Test: The Issuer may raise additional unsecured Financial Indebtedness subject to Loan to Value being no more than 45% pro forma for such Financial Indebtedness Managers: DNB Markets and Pareto Securities Listing: Oslo Stock Exchange Trustee: Nordic Trustee Governing Law: Norwegian for Bond Terms, applicable law for security documents
8 Transaction overview
Simplified legal structure Comments
• The Issuer intends to issue Senior Secured Bonds of NOK 1,400 million AI Media Holdings (NMT) Ice Group AS LLC & other existing (N-OTC listed) • Proceeds from the Bond issue (net of transaction costs) will be applied towards 1) shareholders refinancing outstanding secured debt, 2) for growth purposes and 3) general 61%* 39% corporate purposes o The refinancing of the secured debt yields increased flexibility and enables the company to gain access to growth financing immediately ice group Holdings AB 1 (Parent) • The financing is ring-fenced to the Scandinavian operations of ice group, but clearly benefits from a strong and supportive shareholder group
ice group Scandinavia ice group Holdings AS1 International (Issuer) Holdings BV1 Sources and Uses
Ice Indonesia Communication Holding2 Sources NOKm Sources NOKm Norge AS Bond Issue 1,400 Repayment of debt 800 The Philippines Ice Norge AS Holding2 Total sources 1,400 Transaction costs 40
Netett Sverige 2 Cash for growth- and Brazil Holding 560 AB general corporate purposes
90.3% Ice Danmark Total sources 1,400 ApS
(1) ice group is currently undergoing a name change from its previous name AINMT. AINMT Holdings AB to become ice group Holdings AB, AINMT Scandinavia to become ice group Scandinavia Holdings AB, AINMT International Holdings BV to become ice group International Holdings BV (2) Not 100% owned by Ice Group 9 Experienced management & supportive owners – a powerful combination
Supportive owners with deep pockets
Current shareholders and debt investors have injected more than NOK 5bn since 2009
SEK 900m NOK 705m SEK 1,500m USD 82.5m USD 120m USD 50m NOK 800m USD 75m Acquisition and Funding Funding Remedy Funding for Higher than Customer Funding for turnaround of frequency business plan Deal Indonesia and expected acquisition & investments in Ice auction the Philippines customer intake infrastructure Nextel Brazil build out AI Media AI Media Bond Equity issue Sub Loans Equity issue Equity issue Equity issue
Board of Directors with solid telecom experience
Top management with solid experience and a track record of creating value
Source: Ice Group 10 2
Executive ice group KPIs & Risk factors Appendix summary Scandinavia financials Ice group introduction – it’s all about mobile data
Norway1 Rest of Scandinavia
14% 2% Share of total LTM revenue (Q2’17) 79.0 % 84%
Brand
Products Smartphone and MBB MBB only
Subscribers2 ~328-333k smartphone subs and ~105k MBB subs ~64k MBB subs
Network3 ~2,000 base stations with smartphone network ~500 base stations with ~95% area coverage
450 band – 10MHz, only for MBB 450 band – 10 MHz in each country, only for Spectrum 800, 900, 1,800 and 2,100 bands – 80 MHz, for smartphones and MBB MBB
Technology Pure 4G Pure 4G
Medium/high ARPU Market characteristics Duopoly, high-ARPU Telia, Telenor, TDC and 3 are key players
High growth and large investments due to smartphone market entry. MBB Business cycle Stable business with healthy cash flow stable with healthy cash flow
(1) Includes both ice.net Norge AS and ice.net Communication Norge AS (2) As of Q2’17, including acquired smartphone customer base from Hello in Norway. MBB includes IoT RGUs in Sweden and Denmark 12 (3) Not all base stations in Norway activated for smartphones as of Q2’17 Company history – successfully entering smartphone market
Proven track record of turnaround in Expanding organisation and network for the Strong sales momentum and on-net traffic Norwegian market next phase
2009 - 2013 2014 2015 2016 2017
• Access Industries acquired Ice in 2009 • Upscaling organisation to enter smartphone • Pure 4G network on MBB and smartphone segment • Refocus from voice to data over 450 MHz on 3G • Strong momentum in smartphone sales technology • Sales of MBB scaled back to facilitate network − Ice.net “test winner” in key consumer tests upgrade from 3G to 4G − Pure MBB player − Brand recognition increasing • EBITDA-margin from -76% in 2010 to 30% in − Limit effects of change of CPE equipment − Ice.net present in all major retailers Q4’13 (pre-SAC 51%) • Telia acquired Tele2 and Ice awarded substantial − B2C sales higher than planned − Run rate EBITDA of NOK 133m in Q4’13 remedy package − B2B sales scaled back until BSS was • ice group wins 2x35 MHz 4G frequencies in − Creating a “duopoly” finalized (Q3’16) license auction Dec 2013 − Highly valuable remedy package (Tele2’s − First operator to introduce data roll-over network, national roaming agreement with − Enabling entry into smartphone and • KPIs performing favourable strengthening of MBB product Telia and subscriber base in Network Norway) − Upgraded market share and on-net traffic − Cost fraction of fair value due to auction targets format − Accelerates Ice’s business plan with several years and de-risks the case − 20 years duration • Smartphone network turning on now − Unique capacity amount that will never • Soft launch of mobile telephony offering in Q2 − Improving gross margins occur again 2015 − Target of 80% population coverage by Q2 • Launch of smartphone bundles in Q4 2015 2018
Building down barriers to entry – secured Business plan accelerated based on strong Position established through winning the access to sites, customer base and momentum – migration to own BSS and largest frequency auction ever favourable roaming moving traffic into own network
13 Favourable market fundamentals and strong mobile data growth
A duopolistic market A high-ARPU market Increasing data usage 2016 Mobile data ARPU comparison Top 3 players’ market share in European markets, year-end 2016 Mobile data traffic Norway (PB) between European markets* (USD/Month) #3 #1 / #2 4% 21,8 100 27% 26% 18% 23% 21% 17% +76% 66 96% 9,9 10,3 10,8 9,4 8,5 40 7,5 73% 74% 68% 67% 66% 20 64% 11 2012 2013 2014 2015 2016 UK France Finland Norway Norway Denmark Sweden Finland Germany UK France Sweden Denmark Germany
• Average market share of 19% for #3 players in selected European markets and • The average mobile data ARPU in Norway was USD 21.8 in 2016 the lowest market share for a number 3 player is 17% o ~2x the average level in comparable European countries • Tele2 (former #3 player in Norway) had a ~19% market share when acquired by • Adjusted for differences in purchasing power, the ARPU is still ~50% above Telia comparable countries • Attractive market dynamics for a new #3 entrant with frequencies • Consistently high ARPU last decades, now supported by increasing data usage – one of the fastest growing segments within telecom • Highly valuable market with strong margins and disciplined incumbents
Ice.net’s total mobile market share has increased from ~1.5% to 5.1% since smartphone introduction (1H’15) – positioned to challenge the duopoly
Note(*) Weighted average of the two largest mobile operators in each market, blended ARPU (B2B and B2C, post-paid and pre-paid). Operator revenues are included and may impact nominal levels Source: Ovum, ice Group, Company reports, NKOM 14 Unique regulatory and competitive background
Overview Market participants
Duopolist 1 • Following the frequency auction in December 2013, ice.net winning the frequency auction in 2013 drove the only challenger Tele2 out of the market o A duopoly situation was recreated after 15 years of effort and support from the government to establish a competitive telecom arena in Norway Sub-brand fully owned by Telenor; Service.net providers in Telenor's net; • Norway is currently dominated by 2 players; the Norwegian incumbent Telenor and the Swedish incumbent Telia • The Norwegian government views such a situation unsustainable going forward, as stated in their own Ecom Plan issued in August 2016 Duopolist 2
Unique regulatory framework which supports innovation and sustainable competition: 1. There shall be at least three Sub-brands fully owned by Telia; Service.net providers in Telia's net; competing mobile networks "The Government considers 2. Ecom-users shall have access it important to facilitate the to new services and establishment of at least technology three independent mobile in the Norwegian 3. It shall be profitable to invest providers mobile market, thereby in ecom The challenger reducing the need for 4. It shall be easy and special regulation” convenient to be an ecom customer
15 Low roll-out risk approach with low frequencies
Geographical reach of different frequencies (illustrative) Comments
800 MHz • Low frequencies have a longer reach than high 900 MHz frequencies This implies that less base stations are needed to 1,800 MHz o cover a given geographic area 2,100 MHz 2,600 MHz • A network based on low frequencies will have both lower capex and opex o The cost of one base station (capex) is NOK ~1m o The annual opex for one base station is NOK ~0.2m
• Sweden as an example (2013): o Ice has ~460 base stations and an area coverage # of base stations required to cover the same areas as one 450MHz of 95% o The incumbent Telia has ~9,000 base stations 20 • Low frequencies enable a low risk “build as you grow” strategy o Higher frequencies can be added to existing 12 sites to increase capacity, without any 10 additional costs
4 3
800 900 1,800 2,100 2,600
Source: ice Group 16 Limited risk of any new player entering the market as MNO in the foreseeable future due to capacity
December 2013 frequency auction Beneficial entry into the smartphone market
MHz • In December 2013, Ice acquired 70 MHz LTE frequencies for NOK 705m in the 250 largest auction ever, securing 24% of all LTE frequencies in Norway.
200 Unique chunks of 150 • Beneficial entry: spectrum 100 o Heavily discounted price of the spectrum due to the auction format: Telenor, in one Telia and Tele2 were unaware of AINMT’s participation go… 50 o Tele2, the former #3 player were forced to exit the market 0 o Achieved remedy deal with Telia including access to 1,500 sites, favourable Jun-04 Dec - 08 May - 10 Oct - 12 Dec - 13 Jan-15 Dec - 15 NRA and inexpensive B2B subscribers
USD/MHz/pop 2.5 2.2 • AINMT is well positioned to win future auctions: 2.0 A number 3 player is desired by the government …at a 1.6 o 1.5 very o Favourable cost structure attractive 1.0 price level 0.7 0.5 0.2
0.0 Ice - Dec 2013 Norway - Dec 2015 Thailand - Dec 2015 US - Jan 2015
In addition to limited availability of frequencies, network expansion is time consuming and capex intensive (It took Tele2 ~8 years and NOK ~2.6bn in capex to build the network before it was sold to Telia)
Source: ice Group, NKOM, Web search 17 Vital transformation in Norway with new frequencies
Higher capacity, higher speed, entering the smartphone market Ice.net (Norway) # of bits produced (illustrative) Old ice.net New ice.net # bits produced >100x+
32x
450MHz 450, 800, 900, 1.800MHz Mobile Broadband Mobile Broadband & smartphones
Historical 3G Multiband offering Multiband + offering on 4G Additional base • Capacity amount (Mhz): 10 • Capacity amount (Mhz): 80** stations on 4G • Technology: 3G • Technology: 4G • Max speeds (Mbs): 9.1 NOK ~130m • Applicable market 6% • Max speeds (Mbs): 290 EBITDA business* • Applicable market 60%
• Best coverage, speed constraint • Best coverage, strong speeds • NOK 130m EBITDA (110k subs)* • 50-100x capacity @ 3-4x cost on MBB New frequencies enable more than 100x Gbit/s produced with 3-4x fixed cost base • Swe & Den with same model, but • ~24% of mob LTE capacity w/ lowest upgrading to 4G cost structure in benign market
Note(*) Run-rate EBITDA Q4 2013 Note (**): Below 2.1 GHz 18 Source: ice Group Ice has and will have the lowest cost base in the market
Cost efficient network* Fewer employees needed* Less complexity Fewer base stations today Fewer FTEs No legacy and pure 4G
2G 3G 4G Operator (legacy) (legacy) (modern)
~2.000 <150
• Base stations are a significant cost driver both in • Ice fully staffed with 130-150 employees in Norway • The number of network technologies is also a key terms of capex and opex – Some outsourced services cost driver for Mobile Network Operators (MNOs) • Capex of NOK ~1m per new BTS • Significantly fewer FTEs in Ice than in Telia and • Ice has a legacy-free 4G/LTE only network, • Opex of NOK ~0.2m per BTS/year Telenor as Ice has no legacy business and new IT significantly lowering opex • Ice with 40% geographical coverage obligation systems • Pure 4G offers increased flexibility and opportunity compared to Telia of 95% to offer innovative products to customers • Less sites than incumbents even if Ice decides to build out of dependency on national roaming
Uniquely positioned to be disruptive and produce GB at the lowest cost creating superior margins
Note(*): Estimates for Telenor and Telia Source: Ice, Telia, Telenor 19 Ice has now achieved a toolbox for creating a cost leader
Cost per Gigabyte produced Comments
In order to create a mobile network cost leader you need Illustrative index 1. Purely latest data technology (4G) - ice.net is the only 100% 4G network (data-output 4x of 3G) operator 100 2. Big frequency portfolio for scaling 90 - ice.net can maximize multiband and thereby utilizing each site 80 3. Low frequencies 70 - ice.net pursues a “build as you grow” strategy starting with building 800 60 MHz (reducing number of coverage sites needed)
50 4. Lucrative national roaming agreement / quality sites - ice.net prices reflect remedy prices 40 - Possibility for exclusion areas 30 - Access to all network improvements Telia might introduce
20
10
0 2G Edge 3G 4G at 10 MHz 4G at 80 MHz
In Q3 2016, the new 4G network for smartphones in Norway was switched on
Source: ice Group 20 What ice.net’s customer centric focus means for the customers
We make sure our customers can “RELY ON US” We make sure the customers “ARE ONE OF US”
• Clearly set expectations and deliver on them • Ensure loyal customers benefit from being one of ice.net • Open and honest • New packages and/or price.net change offered to • Ensure that everything works right out of the box existing customers as well, despite the binding period • Problem solving is quick and easy, whenever and • Empower the customers to share with each other however is needed • New sharing concept about to be launched • Data are kept safe and not abused • Always share information with ice.net customers first • Experts willing and able to go the extra mile when it matters • Rollover launched by sending an email to ice.net Trust Bold customers • Invest in the wellbeing of ice.net community Customer centric
We make sure our customers get “THE BEST VALUE” Fair Share We make sure our customers are “BEING HEARD” • Competitive products and service with the best value in • Understand what matters to the customer, hence always the market looking for opportunities to serve customers' needs better • 1GB product won most “best in test” in the market • As soon as feedback was received on data rollover • No premium tariffs charged for more than expected being important for MBB customers as well, ice.net • Ensure the existing customers always get the best deal turned around and made it applicable for them • Special phone offers only to existing customers • Always most cost effective solution is recommended, • All products and service made available across all but customer free to choose what suits best customer segments • When customers call in and ice.net assesses that they • Rollover launch across all products, as opposed to have a package that is too big, a downgrade is some of the competitors recommended
21 Dedicated strategy with focus on all aspects of a customer journey
Strong focus on "the customer journey"… …has started to pay off Percentage of dissatisfied customers (%) • The experience from first thinking about Buy ice.net as a supplier, receiving info about • New dedicated strategy, focusing service.nets and offers and finalising the Buy on the quality, being measured purchase since October 2016 Get • The early life experience of activating the service.net and first use, incl. the first bill Get • A significant share of dissatisfied service.net service customers reduced considerably
• All aspects of the quality (coverage, • Next actions to improve the levels Use speed, technical issues, etc.) and Use of dissatisfaction usability of the service.net • Solving international • Receiving the bill, deciding roaming Pay whether the charge is reasonable Pay and making the payment • Signing with Apple Receive • Receiving useful information Receive information about service.nets, offers, ways information to save, etc. Change • Requesting a change to Change service.net (upgrade, downgrade, new offer ,etc.) Help • Requesting guidance, Get help advice.net and support
Leave (Sample size too low) • The experience of Leave disconnecting from ice.net oct.16 jan-17 jul-17
22 Less detractors and increased NPS
Less share of dissatisfied customers (Smartphone B2C)
16% 14% 14% 14% …making the share of dissatisfied 13% customers to go down..
mar-17 apr-17 may.17 jun-17 jul-17
Increased NPS (Smartphone B2C)
12 ..driving the NPS up accordingly 9 9
3
-1 mar-17 apr-17 may.17 jun-17 jul-17
23 ice.net's excellent advertising effort has translated to a strong brand awareness development
Percentage who have heard of ice.net*
Base: all1
Target 80% 78% 77% 78% 78% 75% 76% 76% 73% 72% 70% 71% 70% 66% 64% 62% 62% 60% 61% 61% 59% 58% 58% 57% 57% 57% • Brand awareness is developing according to plan 52% • End of July, 78% had heard of ice.net • Closing in on the bigger brands • Talkmore 83% • Chess 88% • Telia 90% • Telenor 96%
jun-15 jul-15 aug-15 sep-15 okt-15 nov-15 des-15 jan-16 feb-16 mar-16 apr-16 mai-16 jun-16 jul-16 aug-16 sep-16 okt-16 nov-16 des-16 jan-17 feb-17 mar-17 apr-17 may.17 jun-17 jul-17
Source: Penetrace Brand Tracker through Norstat. Week 7:502 interviews in age 15-74 (1) Panel switched from NEPA to Norstat in August 2016 24 Ice.net – roadmap to becoming a disruptive full fledged MNO
Q3 2016 – Q1 2018 All pre- requisites are in On-net population coverage (80%+ target) A disruptive full fledged place, but Increase NPS, reduce detractors, increase promotors MNO player Test of wifi calling ice.net is still in Pure 4G (no legacy 2G/3G) Volte trial in Drammen the early phase Own network (pure data) Winner of Best Customer Care for both Voice+MBB of reaching its Disruptive product offerings Capacity increase on mobile broadband Fastest growing operator in 2016 full potential Streamlined organization Milestone of innovative product Challenge traditional packaging of products introduction - the first MNO to offer Migrate customers to own network data roll-over in Norway (Feb 2017) Q1 – Q2 2016 Launch of phone bundles on ice.no
Expanding distribution network Strong momentum New BSS launched in subscriber Lab testing Volte & Wifi calling intake Optimize network 2013-2015 B2C offering launched (+ bundles)
MBB player B2B customer portfolio acquired Establishing position Network acquired & upgraded to 4G in smartphone market while upgrading 4G frequencies acquired network
25 Increased customer penetration based on proven go-to-market strategy
Ice.net is an attractive MNO for customers Well received by customers Customer subscriber development (EOP) April, May, June & 1 Competitive pricing July 2017 “Best Mobile Subscription” April 2017 2x “Best 2 Favourable data packages customer case”
3 High speeds February 2017 Data rollover
4 A challenger to the duopoly April 2016 3x test winner • Strong development in orders for new subscriptions
o All sales channels are delivering increased sales and conversion rates December 2015 o Awards received 1H’16 as illustration of reception in the market Launch of bundles o High customer satisfaction resulting in a “snowball effect” • New sales channels and partners being added contributing to increased June 2015 footprint and momentum SIM launch • ice.net’s growth story and market perception supported by a poll at the recent Tek-conference, where 52% answered that they believe ice.net will obtain most customers over the next two years among Norwegian telecom - 16 - 16 - 16 - 17 - 17 - 15 - 17 - 16 - 15 - 15 - 15 - 16 - 16 - 15 - 15 - 16 - 16 providers - 17 jul jul jul jun - 16 okt jun - 15 okt jan - 16 jun - 17 jan - 17 feb feb apr apr apr nov nov sep - 16 sep - 15 mai mai des des aug - 16 aug - 15 aug - 17 mar mar may.17
Source: ice Group, Tek, Managers EOP = End Of Period 26 Diversified distribution strategy with good momentum on high-ARPU customers
Retail ice.net
• Strong presence in Elkjøp and Power and other retailers • Cost effective and high volumes • High-ARPU customers • Efficient way to target on-net customers • Retail is an efficient way of attracting high-ARPU customers • Efficient way of upselling to higher subscriptions • Phone-bundles important via retail • Efficient way to cross sell mobile broadband with voice services
• Full control over customer journey – can tailor make buying processes for different types of customers
Retailers pushing ice.net at high price.net points1 Launch of cooperation with Reitan Convenience in July 2017
• Biggest convenience player in the Nordics, TEK.NO tested with 522 shops in Norway mobile phone • Located in on-net areas with high traffic retailers volumes • Will increase customers’ hygiene needs, such as SIM replacement, buy subscriptions • Inside Telecom conducted a survey1 of retailers to • Big opportunities in partnering up on NPS determine which phone plan they recommended 7/9 driving activities and third-party revenue Recommended generation • ice.net was recommended 7 out of 9 times ice.net
Source: Inside Telecom (1) The survey was conducted by Inside Telecom, published on 16 November 2016. See appendix for further details 27 Ice is the fastest growing, and “Best in test” operator Award winning customer service.net
Customer care: Best in test Ice the fastest growing operator in 2016
• Each customer center is called by 25 different Overview of the four operators with largest change in B2C subscribers observers who performed the same role play hence Gained during Lost during # of private call centres are measured against the same the period the period customers, EoP questions • What is measured: + 173 000 ice.net - 25 000 • Reception/ welcome-phase 199 000 • Customer care agent – solution to the + 148 000 call • How the call ended and total impression + 49 000 Hello* - 11 000 Mobile Broadband 53 000 ice.net 92.2% ice.net 94.1% + 38 000 Chess 88.3% Homenet 84.7% Telia 87.9% Telenor 79.6% + 151 000 Telenor - 233 000 Talkmore 87.6% Eldsiva bredbånd 78.0% 2 043 000 - 82 000 One Call 85.3% Nextgentel 77.7% Mycall 84.8% Get 77.3% Telenor 83.7% CDK 77.2% + 212 000 Telia - 314 000 Hello 73.5% Lyse bredbånd 77.0% 1 820 000 - 102 000 Tello 67.0%
Average 83.4% Average 80.7%
Source: Overview of the four operators with largest change in B2C subscribers based on figures from Norwegian Communication Authority (NKOM). Note(*) Ice.net acquired Hello customer base in July 2017 28 Consistently adopted capital efficient approach to network build-out
Timeline Roll-out schedule
Network swap (2014/2015) Roll-out Activated • Completed full network upgrade from 3G to pure 4G New BSS and customer migration (2016) Swap to LTE for MBB 2014/2015 2014 • Building new billing system, new core IMS platform and integration of NWN - service platform Densified for 40% of population (smartphone Q4 2016 2016 • Migration of B2C and B2B customers completed in Q3’16 coverage) • First customers with traffic in own network in Q4’16 Densified for 80% of population (smartphone Q2 2018 coverage) Optimize on-net share (Q1’17) Population 80% • Turn on approx. 40% Norway for on-net smartphone traffic • Tuning and optimization of network • Get sim-applet active to support fast return • Bridge potential coverage gaps with adding base stations • The whole network provides coverage for MBB, whereas subsets are defined as on-net VoLTE trial in network (Q1/Q2’17) areas for smartphones. • VoLTE and Wifi Calling important for increasing on-net traffic • 40% population coverage is enabled for onnet. 2017 Prepare for roll-out phase 2 (Q2’17) • Targeting approx. 80% population coverage • The rollout project to reach 80% onnet coverage is started, and most sites and • Increase number of tunnels with on-net coverage transmission lines are already procured. • Test out exclusion areas • Clusters are optimized and onnet activated as soon as the rollout is complete in the area. Int’l roaming (2017) • Activate 80% top popular destinations
Key considerations: 1. Rollout and network activation almost complete 2. Target of 80%+ on-net longer term 3. Limited capex requirements after roll-out
Moving to on-net will improve gross margins considerably
Source: ice Group, DNB Markets 29 ice.net’s network, IT architecture and technology are future proof – stated by a third party Background of the technical due diligence Conclusion and key takeaways
Background: Conclusion and key takeaways: • Omnitele has been brought in as a third party in order to form an objective • The current overall ice.net network and IT architecture and technology view on ice.net network architecture and design with respect to reliability, choices are future proof and the design and deployment are in line with flexibility, future proofing and cost forecasts for further network expansions proven industry practices to enable high service availability and quality • The due diligence is based on information gathered from ice.net during 21 – 23 February 2017 • Several risks related to ice.net entry to the Smartphone MNO business have been identified. Omnitele’s assessment is that ice.net has been able Objective: to manage the risks involved during the service.net deployment. ice.net has • Analyse and report current network status, plans and sustainability for also provided evidence that the customer on-boarding is delivery of modern mobile service.nets progressing successfully • Competence and efficiency of current technical and operational business processes and organisation • Based on Omnitele’s investigation, ice.net coverage expansion target and • ice.net technical development plans’ competitiveness (network and related technical plans are realistic and ice.net can be expected to reach organisation) vs. competitors in Norway the targets • Consistency between network and operational plans vs. capital and operational expenditure projections • Omnitele has assessed the ice.net Capex and technical Opex projections • Analysing the business plan vs. technical license requirements, frequency related to Smartphone coverage expansion targets. The conclusion is that usage, coverage and service.net level requirements ice.net financial projections take the required cost components sufficiently into account Omnitele has completed over 1,000 projects in over 80 countries around the globe - providing consulting and expert services for telecom operators and regulators in network strategy, design and quality assurance
Source: Omnitele technical due diligence 30 3
Executive ice group KPIs & Risk factors Appendix summary Scandinavia financials Significant uptake in smartphone subscribers since launch
Total customer portfolio Subscriber split (Q2’17*)
Sweden / Denmark MBB**
Hello 14%
Norway MBB 23% 63%
Norway Smartphones
Comments • The smartphone offering in Norway was launched in August 2015 and is growing rapidly − Smartphone portfolio of ~328-333k subscribers* as of Q2’2017 • The mobile broadband offering is stable in Norway and Denmark, while growing slightly in Sweden − Current MBB portfolio of ~169k subscribers** Q1’ 15 Q2’ 15 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17
Smartphone MBB**
Note(*): Including ~35-40k smartphone subscribers acquired from Hello Note (**): Including IoT units in SE/DK 32 Substantial increase in gross adds and churn stabilizing at low levels
Gross adds development per quarter (B2C and B2B Comments
• Gross add levels stabilized at a high level
Est. − Somewhat lower intake after increase of prices due to roam like home regulations, however summer sales 2017 have increased to levels of H2 2016 • ice.net has a current gross add market share of ~12-15% • Estimate for Q3’17 excluding Hello subscribers Q1’ 15 Q2’ 15 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17 Q3’ 17
B2C – Annualized churn (B2C) (%) Comments
• We saw a short term increase in churn in Q2 relating to early price increases from EU roaming vs some of our peers Market churn • The migration of customers to own BSS during the summer of 2016 also temporarily resulted in higher churn due to swap of SIM cards (as expected) • Churn has now stabilized well below market average again 17 17 16 16 17 17 16 17 16 16 16 16 17 15 16 16 16 15 16 15 16 15 15 ------jul jul jun - jan - jan - jun - okt okt feb - feb - apr apr nov nov des des sep - sep - mai aug - aug - mar mar may.17
33 All sales channels delivering attractive sales and conversion rates
Retail sales Customer care % of total Traffic and sales conversion Sales conversion (%) Calls (#)
+514%
Q3’ 15 Q2’17 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17
Ice.net website (LTM) Comments Traffic and sales conversion, weekly Sales conversion (%) Traffic • Significant uptake in retail sales – giving good momentum for high-ARPU customers, driven by strong position in Elkjøp and the launch of Expert and Spaceworld Soundgarden • ~50% of all sales today is done through ice.net’s website and customer care, which is an efficient and cost effective way to reach new and current subscribers • Despite increase in retail and telesales, we are still managing to drive more traffic and sales out of the ice.no website
28 30 32 34 36 38 40 42 44 46 48 50 52 2 4 6 8 10 12 14 16 18 20 22 24 26
34 Successful introduction of higher price plans – improving ARPU
ARPU benchmark B2C price plan development – new sales Blended post-paid ARPU (NOK)
357 292 Mobil 10/12 GB 239 Mobil 5/6 GB Mobil 3/4 GB Mobil 2 GB Mobil 1 GB Mobil 0.5 GB
Telenor Q2’ 17 Telia Q2’ 17 Ice Q2’ 17 jan-16 jul-17
Illustrative ARPU development based on typical customer journey Comments • Expected to narrow the ARPU gap to incumbents in the years to come • Conversion of low-ARPU price plans in existing subscriber base • Increased new sales share of high-ARPU price plans • Incumbents with no incentive to increase price pressure in market • Rather need to replace lost content revenue streams by increasing price for capacity • This trend should further provide support for Ice’s ARPU going forward Initial ARPU based Data pack Future increase in Conversion to Future ARPU on price plan purchases data pack higher price plan • Furthermore, with own BSS in place, ice.net is well positioned for ARPU purchases from enhancements going forward increased data use
Source: ice.net, Telia, Telenor, NKOM, DNB Markets 35 Strong revenue development on the back of subscriber uptake in Norway
Revenue development by source (NOKm) Split by source (LTM Q2’17) Split by geography (LTM Q2’17)
Other revenues Service revenues Other revenue Denmark Sweden 315 8% 2% 290 301 271 14% 217 219 226 196 199 191
84% 92% Norway Q1’ 15 Q2’ 15 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17 Service revenue
Service revenue development by geography (NOKm) Comments
Denmark Sweden Norway • Limited revenue growth in 2015, although smartphone “soft launch” was in June 2015 (SIM only) 290 299 271 280 • Initially significant churn experienced in the Network Norway portfolio of B2B subscribers which was acquired from Tele2 217 219 226 196 199 191 • Limited new sales effort within MBB prior to completion of LTE swap
• Very positive sales development in 2016 and the first half of 2017 • Full smartphone offering launched (retail and phone bundles) • Effective marketing
Q1’ 15 Q2’ 15 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17
Source: ice.group 36 Strong underlying growth in smartphone revenues in Norway
Ice experienced strong growth in Smartphone revenues in 2016 and 2017* Comments
• Strong growth year-over-year in smartphone revenues despite 2016 being a transitional year +85% growth +108% – Ice experienced a temporary increase in 373 156 churn in connection with migration in the summer of 2016 – Customers were migrated to own BSS, requiring customers to change SIM cards, resulting in higher churn – During the migration, Ice scaled back on pushing sales (especially B2B) and rather focused on reducing churn and stabilisation 201 75 • Continued strong growth in 2017, although Q2’17 revenue was slightly reduced as a result of deferred revenue from introduction of data roll- over. – In addition, new sales was temporarily at lower levels in Q2’17 due to introduction of price plans with EU roaming included
2015 2016 Q2’16 Q2’17
Note(*): Note that Ice only had smartphone service revenues in 9 months in 2015 and is thus not fully comparable 37 Key opex drivers include employees, customer operations and SAC
Number of employees (incl. consultants) – end of period B2C – Customer care calls per subscription
170 173 159 151 157 153 138 136 129 133
Q1’ 15 Q2’ 15 Q3’ 15 Q4’ 15 Q1’ 16 Q2’ 16 Q3’ 16 Q4’ 16 Q1’ 17 Q2’ 17 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17 Apr-17 Jul-17
Media spend per sale (NOK) Comments
• Too long waiting time on customer care gives unsatisfied customers resulting in negative feedback on Facebook • Number of calls to customer care up due to migration and high sales during the summer of 2016, stabilised at low levels thereafter • Media spend per sale at a very attractive level
Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17
38 Large investments have been made, preparing for higher activity
Ice Group Scandinavia Holdings AS - EBITDA and EBITDA pre SAC (NOKm) Comments
EBITDA EBITDA pre SAC • ice group entered the smartphone market in the beginning of 2015, which has required large 49 investments and increased cost base, while the 17 positive effect on financials is delayed 1 • The number of base transceiver stations -16 -11 has increased significantly • These sites can generate >100 times -76 -71 amount of data on multiband compared to -90 -98 previous 3G offering -114 • A large portion of the cost base is fixed, Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Q3’16 Q4’ 16 Q1’ 17 Q2’ 17 enabling increased EBITDA margins along with uptake in scale Ice Group Scandinavia Holdings AS - EBITDA and EBITDA pre SAC margins (%) • EBITDA pre SAC is a more suitable measure of EBITDA margin % EBITDA pre SAC margin % underlying profitability as SAC represents the cost 25% of growing the subscriber base which in turn will provide future cash flows 8% 1% • ice group has achieved strong growth the past -8% -6% year, resulting in negative reported EBITDA largely as a result of SAC, but also scaling of cost -26% base to prepare for a significantly higher activity -31% -33% level -34% -36%
Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Q3’16 Q4’ 16 Q1’ 17 Q2’ 17
39 Capital intensive industry, but majority of expansion capex already made
Ice Group Scandinavia Holdings AS - Capex (NOKm) Comments
• Capex relates to acquisition of sites and LTE swap completed in 246 237 2015/2016 • A completely new and pure 4G network implies limited capex going forward 167 177 142 • The cost base has been scaled to handle a significantly higher 128 127 activity level going forward 107 90 • Majority of capital expenditures have been spent in Norway 62 • Management target capex to sales of low single digit number the next years • EBITDA pre SAC less maintenance capex should be the most relevant cash flow measure as SAC and expansion capex is Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Q3’16 Q4’ 16 Q1’ 17 Q2’ 17 related to growth and margin enhancement (on-net traffic) with delayed effect on financials
Ice Group Scandinavia Holdings AS - EBITDA – capex (NOKm) Development in sum Tx capacity (Mbit/s)
EBITDA - capex EBITDA pre SAC - maintenance capex
-46 -79 -118 -140 304,300 -161 -203 -261 -257 -257 105,100 -291 Q1’15 Q2’15 Q3’15 Q4’15 Q1’16 Q2’16 Q3’16 Q4’ 16 Q1’ 17 Q2’ 17 Jan-16 Sep-17
~1,300 sites with 4G equipment, only ~600 more sites to achieve 80% population coverage
40 Strong asset value backing
Strong asset value backing
0,88 -95% ~3.8x 2,600 0,67 ~2.9x Frequencies Substantial purchased Network investments at a fraction (Acquisition and ~1,000 Frequencies 0,23 made in state- of upgrade cost, (USD/MHz/Pop) 133 of the-art 4G comparable NOKm) network AINMT’s Tel 1,800 TEL 1,800 MHz transactions Tele2 Ice acquisition New 4G cost (2013) MHz (2015) (2015) adj.* construction cost equipment cost
~328-330k 15,000 45% 50% 51% subs**. 26% Smartphone Marginal 39% ~169k subs. 31% Strong and subscribers customer MBB -7% 17% -11% stable cash (Illustrative with business 2010 2011 2012 2013 Run rate lifetime value of substantial (EBITDA % pre Q3 2014 flow (39% marginal 1,500 value network upgrade) EBITDA subscriber, NOK) compared to -76% margin pre Revenue (5 yrs) Gross profit SAC marginal EBITDA pre SAC% EBITDA% swap to 4G) (5 yrs) cost
The value of frequencies alone most likely higher than total gross debt
Note(*): Analyst estimate Note (**): Including 35-40k subscribers from Hello acquisition 41 Source: DNB Markets, Pareto Securities 4
Executive ice group KPIs & Risk factors Appendix summary Scandinavia financials Risks related to the industry and market conditions
ice group’s performance is influenced by economic conditions in the markets in which it operates. The following may significantly impact the Group’s earnings and financial position: (i) slowdown Economic condition in the economy and in the telecommunications sector; (ii) a deterioration in business and consumer confidence, employment trends and (iii) drop in consumer spending. Any of these factors may affect the Group’s ability to grow its subscriber base and the price charged to its customers.
ice group operates in a highly regulated industry. The Group’s businesses are subject to regulations set by Government authorities in each of the markets in which the Group operates. Changes in regulation or Government policy could restrict the Group’s ability to manage its operations. Regulatory authorities could amend or revoke licenses, which could materially impact the Group’s Regulatory environment business performance and operational results. Although the regulatory regime in Scandinavia is viewed as quite stable, the Norwegian incumbent Telenor has a very strong position in terms of market share and has made it difficult for challengers on the market. The wholesale prices for mobile data could therefore become regulated to help MVNOs and Service Providers competitiveness in the mobile data market.
Actual or perceived health risks relating to The electromagnetic signals from mobile devices and base stations have raised concerns over potential health risks. If negative campaigns around the potential effect of radio signals on health electromagnetic and radio were to increase or litigations were to arise, this could lead to negative publicity, potential reduction in customer intake and usage and restrict network roll-out. frequency emissions
The telecommunication industry is characterized by rapid increases in the diversity and sophistication of the technologies and services offered. As a result, the Group may face increasing competition from the application of technologies which are currently being developed, or which may be developed in the future by the Group’s existing competitors, new market entrants or telecommunications equipment firms. Future development or application of new or alternative technologies, services or standards could require significant changes to the Group’s business Continued rapid technological model, the development of new products, the provision of additional services or substantial new investment. changes If the Group fails to develop, or obtain timely access to, new technologies or equipment, or if the Group fails to obtain the necessary licenses or spectrum to provide services using these new technologies, the Group may lose subscribers and market share and become less profitable, which could have a material adverse effect on the Group’s business, financial condition and results of operations.
43 Risks related to the Group’s operations
ice group’s operations face competition from other telecommunication operators in the markets in which they operate, as well as fixed line operators in some markets. The Group’s main Competition from other competitors in Norway are Telenor and Telia. In Sweden the main competitors are Telia, Tele2, Telenor and 3. operators Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. Increased competition could lead to an increased customer churn and a decrease in customer growth rates as well as affect in the prices the Group charges for its products and services negatively.
ice group’s success is dependent on its ability to continue its investments in maintaining, upgrading and expanding its telecommunication networks. The Group has made substantial investments in its networks and is expected to continue with those investments. However, certain factors outside the control of the Group that could restrict or limit the Group’s ability to continue with those investments. These include the availability of new and attractive products in the market, the ability of equipment suppliers to deliver their products in an effective and satisfactory matter, and the Group’s ability to negotiate with its suppliers. In the 450 MHz segment, efficient and affordable LTE450 equipment is important to be able to deliver competitive services. Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. By being a pure 4G operator, the development of the LTE technology Future investments in and innovations such as VoLTE are key and the costs and timing of these innovations are uncertain. In addition, the Group must also continuously maintain and upgrade its existing networks and IT systems in order to allow ongoing operations to function properly and to expand such subscriber maintaining, upgrading and function as the subscriber base grows. In addition, the Group could be required to upgrade the functionality of its networks, increase customer service efforts, update network management and expanding its networks administrative system and upgrade older systems and networks to adapt them to new technologies by regulatory obligations. Many of these tasks are not fully under the Group’s control, and may be affected by, among other things, applicable regulations. If the Group fail to successfully maintain, expand or upgrade its networks and IT systems, the Group’s offerings and services may become less attractive to new subscribers and the Group may lose existing subscribers to its competitors. In addition, the Group’s future and ongoing network and IT systems upgrades may fail to generate a positive return on investment, which may have an adverse effect on the Group’s business, financial condition and results of operations. Finally, if the Group’s capital expenditure exceeds projections or the Group’s operating cash flow is lower than expected, the Group may be required to seek additional financing for future maintenance and upgrades, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations.
In order to operate its telecommunications networks and deliver its products and services to its customers, ice group is required to hold telecommunications licenses issued by the Government in the markets in which it operates. When these licenses expire, the Group will need to renew them in order to continue its operations. The Group’s ability to renew its licenses in the future may be affected by factors outside of its control such as competition from other operators when bidding for license renewals or the Government’s decision to revoke licenses or limit the number of License renewal risk license holders. Failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and services and subsequently impact the Group’s financial and operational performance. The 450 MHz frequencies licences expire in 2019 for Norway, 2020 for Sweden and Norway and in 2022 for Denmark and it is unclear what the auction format will be and if ice group will be successful in renewing these licenses. The 800, 900 and 1,800 MHz frequencies purchased in Norway will expire in 2033.
44 Risks related to the Group’s operations
Delay in network roll out, swap The Group’s ability to operate successfully is dependent on the Group’s ability to deploy sufficient resources and operate the Group’s networks. The failure or breakdown of key components of the Group’s networks, including hardware and software, may have a material negative effect on the Group’s financial and operational performance. Although all system parts are redundant, if and network stability two or more business critical nodes fail, the network might have unstable and weak services to the end-user which could lead to customers terminating their services with ice group.
ice group depends on a limited number of suppliers and vendors to provide equipment and services to develop and upgrade its networks and operate its businesses. The Group’s suppliers of core network, radio and access equipment may not continue to supply equipment and provide services to the Group on terms that are favourable or may discontinue with the manufacturing of the necessary equipment required to operate the telecommunications networks. The Group may experience problems such as the availability of new devices, higher than anticipated prices of new devices, and potential difficulties with new suppliers. Given that the number of 450 MHz band operators and subscribers globally is limited, the attractiveness for suppliers to supply Relationship with suppliers equipment for this frequency band is limited which could lead to fewer suppliers and higher prices for equipment and devices. Any failure in relation to the supply chain may have a material adverse effect on the Group’s financial and operational performance. The Group can not guarantee that it will be able to obtain required services or equipment in the future from its current or alternative suppliers on commercially attractive terms, if at all. If any key supplier is unable to provide adequate supplies of products and services, the Group’s ability to attract subscribers could be negatively affected, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations.
Demand for mobile data and ability to deliver mobile ice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achieve sufficient ARPU and limited churn services
ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. Competition is intense for qualified telecommunications and information ice group’s ability to retain its technology personnel. To a large extent, the Group’s ability to recruit and retain skilled personnel for growth business areas and new technologies will depend on its ability to offer them personnel and attract new competitive remuneration packages. The Norwegian operation will need to attract additional employees due to the introduction of smartphone services on the new frequencies. The ability to talent attract new employees might be hampered as the telecom sector is relatively concentrated which could limit the mobility and availability of human resources, If the Group fails to retain or recruit competent employees, or fails to successfully integrate new employees, its ability to develop its business going forward will be limited.
45 Risks related to the Group’s operations
If any of the license owning companies in the Group enters into bankruptcy, the licenses will be part of the bankruptcy estate. Should however the bankruptcy lead to a breach of the license requirements or the license fee not being paid, there is a risk that the licenses may be revoked by the authorities. In normal circumstances the bankruptcy estate will thus be allowed to find a The licenses may have limited buyer for the license(s) and assign them to the buyer, but in order to assign licenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a value upon a bankruptcy notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment and for all licenses there is a risk that there is no existing market for the license(s) when the bankruptcy estate offers the license(s) for sale. If licenses for one of more reasons prove impossible to assign, there is a risk that the license(s) will be revoked by the authorities without any compensation to the license holder.
The reporting of ice group’s financial statements, including income statements and balance sheets, presented to the investors and in this Information Presentation, have historically been Reporting differences prepared and reported in accordance with the requirements under Swedish GAAP. ice group has with effect from the financial year 2013 and onwards, prepared its financial statements in accordance with IFRS.
The authorities in Norway, Sweden and Denmark may hold auctions for new licenses in the future which may lead to new licenses being assigned to current or new competitors of the Group. New licenses auctioned by the Such assignment may lead to increased competition in the telecommunications market and may have a negative effect on the prices the Group is able to obtain from its customers. Assignment authorities of new licenses may also decrease the demand for the Group's services. Increased competition through assignment of new licenses may therefore have a material adverse effect on the Group’s financial and operational performance.
The Group may be exposed to database piracy, unauthorized access or other database security breaches which could result in the leakage and unauthorised dissemination of information about subscribers, including their names, addresses, home phone numbers and personal identity numbers, which could materially adversely impact the Group’s reputation, prompt lawsuits against the Group by subscribers, lead to violations of data protection laws and adverse actions by the telecommunications regulators and other authorities, lead to a loss in subscribers and hinder the Cyber-attacks, subscriber Group’s ability to attract new subscribers. database piracy etc. In addition, the Group’s network and IT infrastructure may be exposed to cyber-attacks, computer virus attacks or acts of terrorism or vandalism. Any such attack could result in equipment failures or disruptions in the Group’s operations. Any inability to operate the Group’s network as a result of such events may result in significant expense and/or customer churn. These factors, individually or in the aggregate, could have a material adverse effect on the Group’s business, financial condition and results of operations.
The mobile telecommunications business depends on providing subscribers with reliable service, network capacity and security. The services provided by the Group may encounter disruptions from many sources, including power outages, acts of terrorism, vandalism and human error, as well as fire, flood, or other natural disasters. In addition, the Group could experience interruptions of its services due to, among other things, hardware failure, software bugs, computer virus attacks, unauthorized access or corruption of data. Any interruptions in the Group’s ability to provide Disruption of services services could seriously harm the Group’s reputation and reduce subscriber confidence, which could materially impair the Group’s ability to acquire and retain subscribers. In addition, the Group may incur significant capital expenditures to restore the functionality of its networks and provide its subscribers with reliable service, network capacity and security.
46 Risks related to the Group’s operations
The Group’s brands used in the various markets in which the Group operates and the Group’s reputation are important to the Group’s business. If the Group is unable to maintain the reputation of and value associated with the Group’s brand names, the Group may not be able to successfully retain and attract subscribers. The Group’s reputation may be harmed if any of the risks set Reputation of brand forth in this “Risk Factors” section materializes, Also, the Group’s reputation may be affected by negative events in other members of the AINMT Holdings AB outside the Group, over which the Group has no control. Any such harm of the Group’s reputation could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.
The shares in the Company are not listed on a regulated market. The Company is subject to certain disclosure requirements pursuant to the continuing obligations for companies with shares registered on the NOTC-List, but these are in certain respects less stringent than those of a company with shares traded on a regulated market. Moreover, the Group is currently not required to comply with the Norwegian Code of Practice for Corporate Governance (the “Corporate Governance Code”). The Group is in the process of Not a public company implementing appropriate procedures and other measures in line with the Corporate Governance Code, but is as of the date of this presentation not fully compliant. The purpose of the disclosure requirements for listed companies and the Corporate Governance Code is, inter alia, to ensure transparency and to strengthen confidence in companies and the marketplace. As the Group is not bound by these rules, any investment in the Bond may involve a higher risk than investment in securities in a publicly traded company.
The Group maintains and regularly reviews its internal controls over financial reporting, risk elevation and corporate compliance, but these controls cannot eliminate the risk of errors or Internal control omissions in such reporting or compliance with laws. Any such errors or omissions may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.
The Group may undertake future acquisitions on an opportunistic basis which may increase the Group’s risk profile, distract management and/or increase the Group’s expenses. Moreover, the Group may pursue investment opportunities in countries in which the Group has no previous investment experience or in jurisdictions that are subject to greater social, economic and political Future transactions risks that the jurisdictions in which the Group currently operate. Also, the Group may not be able to integrate successfully businesses that the Group may acquire in the future, and the Group may not be able to realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.
The members of the Group are, and may in the future be, involved in disputes and litigation, including with tax authorities, the ultimate outcome of which is uncertain. Any such disputes or legal Legal disputes proceedings, whether with or without merit, could be expensive and time consuming, could divert the attention of management and, if resolved adversely to the Group, could harm the Group’s reputation and increase costs, all of which could result in a material adverse effect on the Group’s business, financial condition, results of operations and prospects.
47 The Group’s financial risks
Exchange rate fluctuations affect ice group’s financial results through translation of the profit and loss accounts and balance sheets of foreign subsidiaries to Norwegian kroner (translation exposure).
Foreign exchange risk Additional currency risks arise when subsidiaries enter into transactions that are denominated in currencies other than their functional currency, including agreements with equipment suppliers. The currency transaction risk is associated with changes in the value of USD relative to SEK, NOK and DKK. ice group does not hedge its foreign exchange rate exposure.
Refinancing risk refers to the risk that the Group will be unable to obtain financing, or that it can be obtained only at a significantly higher cost. ice group has a relatively high level of debt. As a Refinancing and liquidity risks result of this high leverage, ice group uses a large share of its cash flow for payment of liabilities, which means that ice group’s financial flexibility is limited.
ice group is exposed to interest rate risks in interest bearing current and non-current liabilities (including the Bond Issue). As the Bonds carry variable interest rates, the relatively high level of Interest rate risks debt results in exposure to interest rate risk.
Credit risk refers to the risk that a counterparty to ice group will be unable to meet its obligations and thereby causes a loss to the other party, mainly attributable to trade accounts receivables. Credit risks Due to the end customer structure, ice group deem this risk as fairly low.
The Group has a number of assets and liabilities that have been valued with the help of JZ Capital Partners AB as third party experts. These includes deferred tax assets and revaluation of Valuation risks network and licenses on the asset side and deferred tax liabilities on the liability side.
48 The Group’s financial risks
The Group has a relatively high level of outstanding debt. The Group’s level of debt could have important negative consequences for the Group. For example, the Group’s substantial debt could (i) require the Group to dedicate a large portion of its cash flow from operations to service debt and fund repayments on the Group’s debt, thereby reducing the availability of its cash flow to fund Amount of debt working capital, capital expenditures and other general corporate purposes; (ii) increase the Group’s vulnerability to adverse general economic or industry conditions; (iii) limit the Group’s flexibility in planning for, or reacting to, changes in the Group’s business or the industry in which it operates; (iv) place the Group at a competitive disadvantage compared to its competitors that have less debt; and (v) require the Group to comply on certain covenants and undertakings.
The bond agreement for the bond issue in April 2017 (the “Bond Agreement”) includes financial and operational covenants applicable for the Group. A failure by the Group to meet these covenants will constitute an event of default entitling the bondholders (acting through the bond trustee) to call for immediate repayment of amounts outstanding under the Bond. In addition, future credit facilities entered into by the Group may require it to satisfy a maximum total leverage test and potentially additional financial covenants. The ability of the Group to comply with the covenants in the Bond Agreement and in future credit facilities may be affected by events beyond their control and it cannot be assured that the Group will continue to meet these tests. The failure of the Group to comply with these obligations could lead to a default under its credit facilities unless the Group can obtain waivers or consents in respect of any breaches Covenants of its obligations thereunder. It cannot be assured that such waivers or consents will be granted. A breach of any covenants or the inability to comply with the required financial ratios could result in a default under such credit facilities. In the event of any default under the credit facilities, the lenders will not be required to lend any additional amounts to the Group and could elect to declare all outstanding borrowings, together with accrued interest, fees and other amounts due thereunder, to be immediately due and payable. If the debt under the Group’s credit facilities were to be accelerated, the Company cannot assure that its assets would be sufficient to repay such debt in full.
Pursuant to the Bond Agreement, upon the occurrence of a Change of Control Event, each individual holder of bonds has a right of pre-payment of the bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. A “Change of Control Event” in this respect means if and when any person or group other than an entity under common control with AI Media Holdings (NMT) LLC, Access or Rasmussengruppen, gain decisive influence over the Company. Change of control There is a risk that the Group will not have sufficient funds at the relevant time of a change of control, if any, to make the required pre-payments, which could have a material adverse effect on the Group’s business, earnings and financial condition.
The Group’s ability to meet its debt service obligations or refinance its debt depends on the Group’s future operating and financial performance and ability to generate cash. This will be affected by the Group’s ability to successfully implement its business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond the Group’s control. If the Group cannot generate sufficient cash to meet its debt service obligations or fund its other business needs, the Group may, among other things, need to refinance all or a portion of its debt, obtain additional financing, delay planned acquisitions or capital expenditures or sell assets. There can be no assurances that the Group will be able to generate sufficient cash through any of Ability to generate cash the foregoing. If the Group is not able to refinance any of its debt, no assurance can be made that the Group would be able to refinance these loans at terms favourable to the Group, obtain additional financing or sell assets on commercially reasonable terms or at all. If the Group fails to satisfy its obligations with respect to the Group’s debt, this could have a material adverse effect on the Group’s business, earnings and financial condition.
49 Regulatory risk
Assignment of the licenses If necessary, the Group might divest licenses to raise additional funds and assign the licenses to the buyer. In order to assign licenses in Norway and Sweden the authorities must consent to the requires governmental assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway approval and Sweden there is a risk that the authorities do not consent to the assignment. This implies that the Group may have limited ability to improve its financial condition through sale of assets.
50 Risks related to the Bond
Put option - The Issuer’s ability Upon the occurrence of a Put Option Event (as defined in the Bond Agreement), each individual bondholder shall have a right of pre-payment of the Bonds at a price of 101% of par value plus to redeem the Bonds with cash all accrued and unpaid interest to the date of redemption. However, it is possible that the Issuer will not have sufficient funds at the time of the Put Option Event to make the required redemption may be limited of Bonds. The Issuer’s failure to redeem tendered Bonds would constitute an event of default under the Bond Agreement.
There will only be a limited There is no existing market for the Bonds, and although the intention is to apply for a listing of the Bonds on the Oslo Stock Exchange, there can be no assurance given regarding the future trading market for the Bonds development of a trading market for the Bonds. It may be difficult or even impossible to trade and sell the Bonds in the secondary market due to a limited market for the Bonds as well as the and the market may have market for the Bonds may also have limited liquidity. As the Bonds are not rated this may also have a negative effect on the market for the Bonds as they may be considered an unsecure limited liquidity investment.
The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Issuer’s operating results and those of its competitors, adverse The market price of the Bonds business developments, changes to the regulatory environment in which the Issuer or the Group operates, changes in financial estimates by securities analysts and the actual or expected sale may be volatile of a large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations which could adversely affect the market price of the Bonds without regard to the Issuer’s operating results, financial condition or prospects.
The Bondholders may be The Bonds are freely transferable and may be pledged, however so that Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance subject to restrictions on with local laws and regulations applicable at its own cost and expense. Notwithstanding the above, a bondholder who has purchased the Bonds in contradiction to applicable mandatory transfers of the Bonds restrictions may nevertheless utilize its voting rights under the Bond Agreement.
The Issuer may not be able to The Issuer is dependent upon the ability of its subsidiaries to generate sufficient profits and any failure to do so might have a material adverse effect on the Issuer's ability to service the Bond Issue. service the Bond Issue
51 Risks related to the industry and market conditions
ice group’s performance is influenced by economic conditions in the markets in which it operates. The following may significantly impact the Group’s earnings and financial position: (i) slowdown in the economy and in the telecommunications sector; (ii) a Economic condition deterioration in business and consumer confidence, employment trends and (iii) drop in consumer spending. Any of these factors may affect the Group’s ability to grow its subscriber base and the price charged to its customers.
ice group operates in a highly regulated industry. The Group’s businesses are subject to regulations set by Government authorities in each of the markets in which the Group operates. Changes in regulation or Government policy could restrict the Group’s ability to manage its operations. Regulatory authorities could amend or revoke licenses, which could materially impact the Regulatory environment Group’s business performance and operational results. Although the regulatory regime in Scandinavia is viewed as quite stable, the Norwegian incumbent Telenor has a very strong position in terms of market share and has made it difficult for challengers on the market. The wholesale prices for mobile data could therefore become regulated to help MVNOs and Service Providers competitiveness in the mobile data market.
Actual or perceived health The electromagnetic signals from mobile devices and base stations have raised concerns over potential health risks. If negative risks relating to campaigns around the potential effect of radio signals on health were to increase or litigations were to arise, this could lead to electromagnetic and radio negative publicity, potential reduction in customer intake and usage and restrict network roll-out. frequency emissions
52 Risks related to the Group’s operations
ice group’s operations face competition from other telecommunication operators in the markets in which they operate, as well as fixed line operators in some markets. The Group’s main competitors in Norway are Telenor and Telia. In Sweden the main Competition from other competitors are Telia, Tele2, Telenor and 3. operators Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. Increased competition could lead to an increased customer churn and a decrease in customer growth rates as well as affect in the prices the Group charges for its products and services negatively.
ice group’s success is dependent on its ability to continue its investments in maintaining, upgrading and expanding its telecommunication networks. The Group has made substantial investments in its networks and is expected to continue with those investments. However, there are some factors that are outside the control of the Group that could restrict or limit the Group’s Future investments in ability to continue with those investments. These include the availability of new and attractive products in the market, the ability of maintaining, upgrading equipment suppliers to deliver their products in an effective and satisfactory matter, and the Group’s ability to negotiate with its and expanding its suppliers. In the 450 MHz segment, efficient and affordable LTE450 equipment is important to be able to deliver competitive networks services. Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. By being a pure 4G operator, the development of the LTE technology and innovations such as VoLTE are key and the costs and timing of these innovations are uncertain.
In order to operate its telecommunications networks and deliver its products and services to its customers, AINMT is required to hold telecommunications licenses issued by the Government in the markets in which it operates. When these licenses expire, the Group will need to renew them in order to continue its operations. The Group’s ability to renew its licenses in the future may be affected by factors outside of its control such as competition from other operators when bidding for license renewals or the License renewal risk Government’s decision to revoke licenses or limit the number of license holders. Failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and services and subsequently impact the Group’s financial and operational performance. The 450 MHz frequencies licences expire in 2019 for Norway, 2020 for Sweden and Norway and in 2022 for Denmark and it is unclear what the auction format will be and if ice group will be successful in renewing these licenses. The 800, 900 and 1,800 MHz frequencies purchased in Norway will expire in 2033.
53 Risks related to the Group’s operations
The Group’s ability to operate successfully is dependent on the Group’s ability to deploy sufficient resources and operate the Delay in network roll out, Group’s networks. The failure or breakdown of key components of the Group’s networks, including hardware and software, may swap and network have a material negative effect on the Group’s financial and operational performance. Although all system parts are redundant, if stability two or more business critical nodes fail, the network might have unstable and weak services to the end-user which could lead to customers terminating their services with ice group.
ice group depends on a limited number of suppliers and vendors to provide equipment and services to develop and upgrade its networks and operate its businesses. The Group’s suppliers of core network, radio and access equipment may not continue to supply equipment and provide services to the Group on terms that are favourable or may discontinue with the manufacturing of Relationship with the necessary equipment required to operate the telecommunications networks. The Group may experience problems such as the suppliers availability of new devices, higher than anticipated prices of new devices, and potential difficulties with new suppliers. Given that the number of 450 MHz band operators and subscribers globally is limited, the attractiveness for suppliers to supply equipment for this frequency band is limited which could lead to fewer suppliers and higher prices for equipment and devices. Any failure in relation to the supply chain may have a material adverse effect on the Group’s financial and operational performance.
Demand for mobile data ice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achieve and ability to deliver sufficient ARPU and limited churn mobile services
ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. Competition is intense for qualified telecommunications and information technology personnel. To a large extent, the Group’s AINMT’s ability to retain ability to recruit and retain skilled personnel for growth business areas and new technologies will depend on its ability to offer its personnel and attract them competitive remuneration packages. The Norwegian operation will need to attract additional employees due to the new talent introduction of smartphone services on the new frequencies. The ability to attract new employees might be hampered as the telecom sector is relatively concentrated which could limit the mobility and availability of human resources, If the Group fails to retain or recruit competent employees, its ability to develop its business going forward will be limited.
54 Risks related to the Group’s operations
If any of the license owning companies in the Group enters into bankruptcy, the licenses will be part of the bankruptcy estate. Should however the bankruptcy lead to a breach of the license requirements or the license fee not being paid, there is a risk that the licenses may be revoked by the authorities. In normal circumstances the bankruptcy estate will thus be allowed to find a buyer The licenses may have for the license(s) and assign them to the buyer, but in order to assign licenses in Norway and Sweden the authorities must limited value upon a consent to the assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and bankruptcy then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment and for all licenses there is a risk that there is no existing market for the license(s) when the bankruptcy estate offers the license(s) for sale. If licenses for one of more reasons prove impossible to assign, there is a risk that the license(s) will be revoked by the authorities without any compensation to the license holder.
The reporting of ice group’s financial statements, including income statements and balance sheets, presented to the investors and in this Information Presentation, have historically been prepared and reported in accordance with the requirements under Swedish Reporting differences GAAP. ice group has with effect from the financial year 2013 and onwards, prepared its financial statements in accordance with IFRS.
The authorities in Norway, Sweden and Denmark may hold auctions for new licenses in the future which may lead to new licenses being assigned to current or new competitors of the Group. Such assignment may lead to increased competition in the New licenses auctioned telecommunications market and may have a negative effect on the prices the Group is able to obtain from its customers. by the authorities Assignment of new licenses may also decrease the demand for the Group's services. Increased competition through assignment of new licenses may therefore have a material adverse effect on the Group’s financial and operational performance.
55 The Group’s financial risks
Exchange rate fluctuations affect ice group’s financial results through translation of the profit and loss accounts and balance sheets of foreign subsidiaries to Norwegian kroner (translation exposure).
Foreign exchange risk Additional currency risks arise when subsidiaries enter into transactions that are denominated in currencies other than their functional currency, including agreements with equipment suppliers. The currency transaction risk is associated with changes in the value of USD relative to SEK, NOK and DKK. ice group does not hedge its foreign exchange rate exposure.
Refinancing risk refers to the risk that the Group will be unable to obtain financing, or that it can be obtained only at a significantly Refinancing and liquidity higher cost. ice group has a relatively high level of debt. As a result of this high leverage, ice group uses a large share of its cash risks flow for payment of liabilities, which means that ice group’s financial flexibility is limited.
ice group is exposed to interest rate risks in interest bearing current and non-current liabilities (including the Bond Issue). As the Interest rate risks Bonds carry variable interest rates, the relatively high level of debt results in exposure to interest rate risk.
Credit risk refers to the risk that a counterparty to ice group will be unable to meet its obligations and thereby causes a loss to the Credit risks other party, mainly attributable to trade accounts receivables. Due to the end customer structure, ice group deem this risk as fairly low.
The Group has a number of assets and liabilities that have been valued with the help of JZ Capital Partners AB as third party Valuation risks experts. These includes deferred tax assets and revaluation of network and licenses on the asset side and deferred tax liabilities on the liability side.
56 Regulatory risk
If necessary, the Group might divest licenses to raise additional funds and assign the licenses to the buyer. In order to assign Assignment of the licenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a notification licenses requires requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses governmental approval in Norway and Sweden there is a risk that the authorities do not consent to the assignment. This implies that the Group may have limited ability to improve its financial condition through sale of assets.
57 Risks related to the Bond
Upon the occurrence of a Put Option Event (as defined in the Bond Agreement), each individual bondholder shall have a right of Put option - The Issuer’s pre-payment of the Bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. ability to redeem the However, it is possible that the Issuer will not have sufficient funds at the time of the Put Option Event to make the required Bonds with cash may be redemption of Bonds. The Issuer’s failure to redeem tendered Bonds would constitute an event of default under the Bond limited Agreement.
There is no existing market for the Bonds, and although the intention is to apply for a listing of the Bonds on the Oslo Stock There will only be a Exchange, there can be no assurance given regarding the future development of a trading market for the Bonds. It may be difficult limited trading market for or even impossible to trade and sell the Bonds in the secondary market due to a limited market for the Bonds as well as the the Bonds and the market market for the Bonds may also have limited liquidity. As the Bonds are not rated this may also have a negative effect on the may have limited liquidity market for the Bonds as they may be considered an unsecure investment.
The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment in The market price of the which the Issuer or the Group operates, changes in financial estimates by securities analysts and the actual or expected sale of a Bonds may be volatile large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations which could adversely affect the market price of the Bonds without regard to the Issuer’s operating results, financial condition or prospects.
The Bonds are freely transferable and may be pledged, however so that Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due The Bondholders may be e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure subject to restrictions on compliance with local laws and regulations applicable at its own cost and expense. Notwithstanding the above, a bondholder who transfers of the Bonds has purchased the Bonds in contradiction to applicable mandatory restrictions may nevertheless utilize its voting rights under the Bond Agreement.
58 Risks related to the Bond
The Issuer may not be The Issuer is dependent upon the ability of its subsidiaries to generate sufficient profits and any failure to do so might have a able to service the Bond material adverse effect on the Issuer's ability to service the Bond Issue. Issue
59 5
Executive ice group KPIs & Risk factors Appendix summary Scandinavia financials ice group Scandinavia Holdings AS – Financials (1/3)
Consolidated P&L Segment information by geographical area
NOK thousands Second quarter Half year NOK thousands
2017 2016 2017 2016 Jan - Jun 2017 Service revenue Total revenue EBITDA Investments Non-current assets EoP
Service revenue 298 896 194 257 578 948 374 844 Norway 492 779 515 801 -225 245 354 250 1 853 835
Other operating revenue 15 889 31 324 36 802 41 269 Sweden 77 000 89 103 14 489 59 494 333 953
Total operating revenue 314 785 225 582 615 750 416 113 Denmark 9 170 10 846 -1971 -402 35 414
Other - - 0 - -
Operating expenses -251 472 -141 921 -458 900 -214 837 Total 578 949 615 750 -212 727 413 342 2 223 202
Other expenses -156 315 -140 738 -306 907 -242 284
Employee benefit expenses -39 307 -34 291 -94 125 -72 399
Depreciation & amortization -75 841 -56 627 -147 971 -116 198
Total operating expenses -522 935 -373 576 -1 007 903 -645 717 Jan - Jun 2016 Service revenue Total revenue EBITDA Investments Non-current assets EoP
Operating results -208 150 -147 994 -392 153 -229 604 Norway 280 140 308 507 -115231 213 628 1 578 946
Sweden 84 377 95 761 29755 15 255 392 621
Financial items -161 809 -10 135 -216 077 -24 954 Denmark 10 327 11 845 -1 176 6 181 43 390
Share of net profit from joint ventures -95 - -71 - Other - - -672 - -
Results before tax -370 054 -158 130 -608 301 -254 559 Total 374 844 416 113 -87 324 235 064 2 014 957
Income taxes -544 233 -3 803 192
Net results for the period -370 598 -157 897 -612 104 -254 367
61 ice group Scandinavia Holdings AS – Financials (2/3)
Consolidated balance sheet
NOK thousands 30 Jun 2017 30 Jun 2016 31 Dec 2016 NOK thousands 30 Jun 2017 30 Jun 2016 31 Dec 2016
ASSETS EQUITY AND LIABILITIES
Intangible assets 912 802 835 792 914 428 TOTAL EQUITY 1 019 702 528 321 596 094
Tangible assets 1 310 400 1 179 165 1 292 292
Financial assets 14 922 12 344 17 914 Deferred tax liabilities 1 - -
Deferred tax-assets - 1 926 2 533 Borrowings 1 663 519 1 511 967 1 668 846
Total non-current assets 2 238 124 2 029 227 2 227 170 Total non-current liabilities 1 663 519 1 511 967 1 668 846
Inventory 44 537 61 276 38 310 Trade payables 175 234 231 210 212 835
Trade receivables 59 708 62 896 88 303 Other current liabilities 17 274 12 882 12 922
Other receivables 29 104 91 206 62 753 Accrued expenses and deferred income 283 403 322 169 367 653
Prepaid expenses and accrued income 180 346 74 468 79 739 Total current liabilities 475 912 566 260 593 410
Cash and cash equivalents 608 592 287 476 362 075
Total current assets 922 287 577 322 631 180 TOTAL LIABILITIES 2 139 430 2 078 227 2 262 256
TOTAL ASSETS 3 160 411 2 606 549 2 858 350 TOTAL EQUITY AND LIABILITIES 3 160 411 2 606 549 2 858 350
62 ice group Scandinavia Holdings AS – Financials (3/3)
Consolidated cash flow statement
NOK thousands Second quarter Half year
2017 2016 2017 2016
Cash flow from operating activities -92 354 -13 416 -205 741 -38 905
Cash flow from investing activities -176 454 -126 870 -410 143 -233 460
Cash flow from financing activities 300 514 -1 203 860 980 -77 267
Net increase/ decrease in cash and cash equivalents 31 706 -141 489 245 096 -349 632
Cash and cash equivalents, opening balance 575 565 428 878 360 075 642 645
Exchange rate differences in cash and cash equivalents 1 321 87 1 421 -5 537
Cash and cash equivalents, closing balance 608 592 287 476 606 592 287 476
63 Key management of ice group
JD Fouchard is the CEO of ice group, a position he assumed in June 2011. He was previously a member of Access Industries’ Media and Communications team. He played a leading role in the acquisition of the ice group group by Access Industries and has been a board member/director since the acquisition in 2009. Mr. Fouchard joined Access Industries in June 2007 from UBS’s Telecom Investment Banking Group where he worked on numerous transactions involving Vodafone. Prior to UBS, Mr. Fouchard was with Morgan Stanley Capital Partners where he was an analyst within the European Leverage Buyout Group, a USD 3.3 billion fund.
JD Fouchard He is a dual Haitian/Swiss national fluent in French, English, Spanish, German and Creole. He is a graduate of ESCP-EAP European School of Management and Albert Ludwigs University in Freiburg Germany. CEO Mr. Fouchard is a director of ice group Holdings AB, ice group Scandinavia Holdings AS, Ice Communication Norge AS, Ice Norge AS, Netett Sverige AB, Ice Danmark ApS and ice group Holdings AB.
Johan Michelsen has worked with the telecom sector at various investment banks since 1999. From 2001 to 2005 he was rated as the best telecom equity analyst in Norway before moving on to found a merger and acquisition advisor named Medici Corporate. Medici completed EUR 3bn in deals, a large share of these within the telecom sector. Medici was acquired in 2009 by Pareto Securities where he was a partner until December 2012 and then joined ice group in January 2013. He is a Norwegian citizen.
He has a masters degree from the BI Norwegian Business School and started his career at the Boston Consulting Group in Stockholm. Johan Michelsen Deputy CEO Johan is a director of AINMT AS, ice group Scandinavia Holdings AS, Ice Communication Norge AS and Ice Norge AS
Murat Erden is the Chief Financial Officer of ice group, a role he assumed in May 2017. Mr Erden has extensive experience from the international telecommunication and financial services industries. He was previously the Group CFO of NYSE-listed Turkcell. In addition to his role as Group CFO, Mr Erden held number of senior positions during his 15 years in Turkcell, both as non-executive board member at international joint ventures and Group companies, and as Group Director of Treasury, Risk Management and Procurement. He also founded and sponsored the Consumer Finance Company for Turkcell. He has also managed his consultancy firm in London, UK.
Murat Erden Mr Erden is a London Business School Alumni and holds an MBA from San Diego State University, USA. CFO
Previously MD Canal+ and 7 years with Tele2 (including Marketing Director) Key achievements: Tele2 - Turning dialup Internet into the most profitable product in the portfolio, successful launch of ADSL and VOIP in Holland, turned tele2.no into the biggest sales channel in Norway, turned Tele2 into the only brand increasing “customer loyalty” and creating all time high results with the marketing in terms of “best liked” and “best remembered”. Canal+ (Cmore Entertainment) - Developed a new sales and marketing strategy for CANAL+ (C More Entertainment) including; increased distribution footprint by signing agreements with the biggest fiber operators, decreased independency of the traditional content providers by controlling bigger parts of the value chain and introduced a new marketing concept to support the new strategy. Ice.net- Responsible for turnaround of old Ice – switching from voice to data, upgrading network to 4G, increasing subscriber base with 340%, becoming the second biggest Eivind Helgaker mobile broadband player in Norway and turning the company from lossmaking to a company delivering 40% ebitda. Responsible for turning the new Ice into a full blown network operator and becoming the MD Norway fastest growing operator. Eivind has a Master of Science in Marketing from BI (prev NMH)
Jean-Marc Engels is the Chief Technology & Information Officer of ice group. He has been with the company since 2013. Mr Engels has more than 25 years’ experience in the international telecommunication industry, and has worked with start-ups as well as with larger equipment vendors and operators. He is specialized in telecom networks in general - strategy, sourcing, modernizing, building, operating and selling. Prior to ice group, Mr Engels worked as executive interim manager, focusing on international expansions, for start-ups such as ISCO Intl. and Accanto Systems. Before 2011, Mr Engels held several Jean-Marc Engels executive positions within Ericsson in Belgium, Japan, China and other countries. CTIO
64 Key operational management team Norway
Shiraz Abid, Sales Director Norway/ice.net – since 2010 • Responsible for sales/distribution channels to all customer and product segments. 12 years’ experience in the Norwegian telecommunications market from commercial positions with focus on sales, product and CRM • Implemented sales and distribution strategies, resulting in continuous sales and revenue increase. E.g. 267% increase in total sales in 1 year in 2016. Market leading conversion rates in owned channels and record high uptake in partner channels in a very short time • Combines entrepreneurial drive with business-management skills to drive commercial gains. Skilled in broad sales/distribution channel mechanisms, stretching from high-volume B2C to Enterprise B2B. • Recognized as one of Norway’s leading young managers (Ledertalenter 2012). Hands on sales lead with focus on developing competence and performance driven behavior and culture • Bachelor in IT-management and Master Of Science degree in Business from Norwegian School of Management.
Kyrre Bekkelund, Marketing Director Norway/ice.net– since 2009 • Responsible for all Brand, Marketing and CRM efforts, BI as well as Online Sales & Marketing. Kyrre is driving the company’s strategic business development projects as well as being responsible for Administration with processes related to business culture, recruitment and office premises. • Broad sales and marketing experience from Carlsberg, Ringnes, Tele2 and ice.net. • Holds a Master of Science degree in Financial Economics from Norwegian School of Management BI as well as a Cand. Mag degree from the University of Oslo. • Has continuously been building ice.net to become one of Norway’s most renowned brands accompanied by steady overperformance on sales with high marketing spend efficiency
Martin Westersø, Finance Director Norway/ice.net - since 2012 • Responsible for all financial processes in the Norwegian operations, including outsourced processes. • Previous experience includes 6 years of audit and consulting with KPMG, 4 years as Finance Manager for the Nordics and Baltics operations of Diageo, 3 years as Head of Finance for a private owned company and the past 5 years as Finance Director in ice.net • Master in Business and administration (Siviløkonom) from Handelshøyskolen BI. • Highly commercial orientation, focusing being a business partner to the organisation, with deep understanding of the commercial and technical mechanisms in the business • Broad experience, including financial management in international organisations, project budgeting and reporting, system implementation (SAP and Oracle) and change processes incl. outsourcing.
Jan-Erik Hvidsten, Technology Director • Jan-Erik Hvidsten is responsible for the Technology department (Network, IT, PMO, Procurement) for Ice Norge AS. He has 20+ years of experience from the telecom industry. His earlier experiences are from Ventelo as CTO/COO, 1881.no as the CTO and CM for Motorola/Nødnett. Jan-Erik has a bachelor degree in telecommunication from the Norwegian Army.
Hans Heggenhaugen, Product Director • Responsible for all products and services in ice.net. Hans has 7 years of experience from NetCom, including Head of Commercial Management B2B and several years of product management in Checkpoint Systems. He holds a Master in Business, Computing and Information Systems from Griffith University, Australia and a Bachelor in Finance and Management from Trondheim Business School, TØH
65 Highly competent Board of Directors and blue chip investor base
Board of Directors, ice group Holdings AB Board of Directors, ice group Scandinavia Holdings AS
Chairman - Stan Miller Chairman – JD Fouchard Previous BoD of Royal KPN and CEO of KPN Mobile International CEO at ice group Holdings AB and Board member in Access Industries
Board member - Hans-Holger Albrecht Board member – Johan Michelsen CEO of Deezer and previous CEO of Millicom International CFO at ice group Holdings AB
Board member - Ingvild Myhre Previous CEO of Telenor Mobil and Alcatel Norway Selected shareholders Board member - Phil Hewinson Facebook’s head of third party mobile app monetization in EMEA • Privately-held industrial group with long-term holdings worldwide Board member - Thomas Harding • USD ~10bn in cash Partner in Access Media and heading European legal function • Investment in ice group: SEK ~1,900m
Board member - Trygve Laudal • Renowned Norwegian Family office with Portfolio Manager at Rasmussengruppen investments in shipping, real estate and listed securities Board member - Jan Scherman • NOK ~5bn in cash Strategic advisor to Schibsted, Industrial advisor to EQT, previously VP of Bonnier Broadcasting and CEO of TV4 Group • Investment in ice group: NOK ~850m (NOK ~500m in equity and NOK ~350m in sub loans)
66 Retailers recommending ice.net at high price.net points
Sellers recommendation Retail store recommendation1 • Inside Telecom conducted a survey of telecom retailers to determine which phone plan they recommended based on a Expert City ice.net 2GB (NOK 199) pre-selected user profile
• The Inside Telecom employee conducting the survey was 5-6GB, independent of operator Expert Klingenberg (ice.net represents the cheapest alternative) impersonating a low-data user when asking for which plans the retailer would recommend
Expert Colosseum 6GB, independent of operator • ice.net was recommended 7 out of 9 times, mostly due to them being a cheaper alternative Lefdal Storo ice.net 5GB (NOK 299) • Even though the user explained that he was a low-data user, the salesmen continued to push for higher price.net points, Lefdal Alna ice.net 2-5GB (NOK 199-299) showing the high ARPU potential through retail distribution • Even though ice.net is able to secure customers on low Elkjøp Carl Berner ice.net/Telia 3-5GB (NOK 278-399,-) price.net points, there is a significant ARPU uplift potential from these customers from pushing them towards higher price.net points or selling them additional data Elkjøp Skøyen ice.net 2GB (NOK 199)
Elkjøp Telia Smart Basis 3GB (NOK 299) Phonehouse Storo ice.net recommended by 7 out of 9 retailers (77.8%)
Elkjøp Ullevål ice.net 1GB (NOK 99)
Source: Inside Telecom (1) The survey was conducted by Inside Telecom, published on 16 November 2016 67 Brand consideration–on par with the big players within record time
Good development on how many who would consider to switch to ice.net Percentage who would consider to switch to the brand, amongst non-customers Base: Not a customer of the brand, but has brand awareness • Strong relative position on the likeliness to switch to ice.net. However, a little drop after Roam like home price increases 22% • On part with Telia 20% • Only Telenor and OneCall scoring higher than ice.net 18%
16%
14%
12%
10%
8%
6%
4%
2%
0% jun-15 jul-15 aug-15 sep-15 okt-15 nov-15 des-15 jan-16 feb-16 mar-16 apr-16 mai-16 jun-16 jul-16 aug-16 sep-16 okt-16 nov-16 des-16 jan-17 feb-17 mar-17 apr-17 may.17 jun-17 jul-17
Telenor Telia Talkmore Hello One Call Chess Ice.net
Source: Penetrace Brand Tracker through Norstat. 2 weeks rolling avg. Sample varies with customer base, week 7; min 86, max 418 (1) Panel switched from NEPA to Norstat in August 2016. Data collected before and after Aug 16 not fully comparable 68 The introduction of data rollover
Email / SMS Social media 10 sec TV spot The response was fantastic!
In only 3 days, Data Rollover launch campaign was seen Launched by 60% of the population in towards Norway above 12y: 2.5m existing customers 42% saw the campaign 3 times or more: ~1.7m
In addition, a total of 510,000 Norwegians saw the online promotion video
Rapidly spread via Facebook Positively reaching 76,000 persons picked up by organically, and 305,000 press through paid Facebook reach
69 Added rollover on MBB and B2B in phase 2
• When competition reacted, we countered by introducing rollover to MBB and B2B • Important for credibility and momentum in our messaging about “first in Norway” and “for all customers automatically”, also differentiating ourselves from the rest of the market
Added rollover on MBB February 8th Added rollover on B2B voice and MBB February 23rd
70 Market overview – strong portfolio
Per MB 500 MB 1 GB 2 GB 3 GB 4 GB 5 GB 6 GB 8 GB 10 GB 12 GB 15 GB extra
99,- 129,- 249,- 349,- 449,- 0,-
249,- 299,- 399,- 499,- 0,-
229,- 249,- 299,- 399,- 499,- 0,99,-
229,- 249,- 299,- 399,- 499,- 0,99,-
229,- 249,- 299,- 399,- 499,- 0,-
99,- 129,- 249,- 349,- 449,- 0,99,-
249,- 299,- 349,- 399,- 449,- 499,- 5.0,-
249,- 299,- 399,- 49.0,-
As of August 2017 71 License overview – Below 2.1GHz spectrum1
Netett Sverige AB Frequency band Spectrum details Valid until
2 x 5 MHz 450 MHz 452.5 – 457.5 MHz 04/03/2020 462.6 – 467.5 MHz 04/03/2020
Ice Norge AS Frequency band Spectrum details Valid until
2 x 1.8 MHz 410 MHz 410.8 – 412.6 MHz 31/12/2019 420.8 – 422.6 MHz 31/12/2019
2 x 5 MHz 450 MHz 452.5 – 457.5 MHz 31/12/2019 462.5 – 467.5 MHz 31/12/2019
Ice Communication Norge AS Frequency band Spectrum details Valid until
2 x 10 MHz 800 MHz 791.0 – 801.0 MHz 31/12/2033 832.0 – 842.0 MHz 31/12/2033
2 x 5 MHz 900 MHz 880.0 – 885.1 MHz 31/12/2033 925.0 – 930.1 MHz 31/12/2033
2 x 20 MHz 1800 MHZ 1765.0 – 1785.0 MHz 31/12/2033 1860.0 – 1880.0 MHz 31/12/2033
Ice Danmark ApS Frequency band Spectrum details Valid until
2 x 4.5 MHz 450 MHz 453.0 – 457.5 MHz 23/01/2022 463.0 – 467.5 MHz 23/01/2022
(1) Ice also controls 2x5 MHz in the 2100 MHz band in Norway 72 Secured Creditors Asset Sale Agreement (SCASA)
Introduction • On 19 February 2009, a secured creditor’s asset sale agreement (the ”SCASA“) was entered into between ice gorup Holdings AB (previously AINMT Holdings AB), ICE Norge AS and ABN AMRO Bank N.V. (the “Agent”). The Agent acted as security agent for the lenders (the “Lenders”) under a facilities agreement with Nordisk Mobiltelefon Norway AS (“NMT”). The main Lender is Sinosure, the China Export & Credit Insurance Corporation. • The SCASA was entered into in order to obtain consent from the Lenders to a “pre-packaged” sale of assets to ICE Norge AS from the bankruptcy estate of NMT as the main assets were pledged in favour of the Lenders.
Profit sharing • The main purpose of the SCASA is to enable the Lenders to profit from future revenue made by ICE Norge AS during the profit sharing period, thus enabling them to recover some of their losses through profit sharing mechanisms. • The profit sharing mechanism entitles the Lenders to: • a 25% or 30% share of dividends and any other distributions to ice group Holdings AB (the percentage depends on the EBITDA of ICE Norge AS); • 30% of free cash in ICE Norge AS - to be measured annually provided that the EBITDA is above EUR 39 million; and • 50% of any proceeds above a certain threshold (set out in the SCASA) upon a change of control or a sale of all or substantially all of the assets of ICE Norge AS. • The aggregate amount payable to the Lenders under the SCASA is limited to EUR 24.1 million (the “Senior Recoverable Amount”)
Term and consequences for the Bond Issue • Pursuant to the SCASA, the shares in ICE Norge AS are pledged to the Agent on behalf of the Lenders • The SCASA and thereby the profit sharing period is effective until the earlier of (i) 19 February 2019 and (ii) the date when the Senior Recoverable Amount has been recovered by the Lenders • As a consequence of the profit sharing mechanism in the SCASA, the Issuer does not plan to use proceeds from ICE Norge AS to service its debt
The relative importance of Ice Norge AS for the issuer has been reduced significantly since the previous bond issue in February 2014
73