United Group Disclosure Supplement to Noteholders July 18, 2016
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United Group Disclosure Supplement to Noteholders July 18, 2016 TABLE OF CONTENTS Page Recent Developments ............................................................................................................................................. 1 Supplemental Financial Disclosure ........................................................................................................................ 4 Annex A—Financial Statements of Adria Midco B.V, as of and for the three months ended March 31, 2016 .. F-1 RECENT DEVELOPMENTS References in this supplemental report to the “Company” are to Adria Midco B.V. and references to the “Group”, “us”, “our” or “we” are to Adria Midco B.V. and its consolidated subsidiaries. Additional Notes offering Contemporaneously with the release of this supplemental report, United Group B.V, announced an offering of notes in an aggregate principal amount of €125 million (the “Additional Notes”). The Additional Notes will constitute a further issuance of United Group’s 7.875% Senior Secured Notes due 2020 issued pursuant to an indenture dated November 15, 2013, of which there is currently and in an aggregate principal amount outstanding of €625 million. If completed, the proceeds from the offering of the Additional Notes will be used to, among other things, prepay the outstanding borrowings under the revolving credit facility, prepay certain other existing indebtedness, finance certain planned acquisitions, and to pay fees and expenses in connection with the offering of the Additional Notes. Financial performance Based on preliminary results from our unaudited management accounts and information currently available, we estimate that our revenue will be between €111 million to €113 million for the three months ended June 30, 2016 compared to €97.2 million for the three months ended June 30, 2015. During the three months ended June 30, 2016, our revenue increased due to price increases that were implemented in Serbia and Slovenia, organic growth of our RGUs and the acquisition of the six Bosnian companies that we completed in 2015. We estimate that Adjusted EBITDA for the three months ended June 30, 2016 will be between €47.5 million to €48.5 million compared to €40.4 million for the three months ended June 30, 2015. In addition, we estimate that revenue for the twelve months ended June 30, 2016 will be between €426 million and €428 million, compared to €319.3 million for the twelve months ended June 30, 2015, and that Adjusted EBITDA for the twelve months ended June 30, 2016 will be between €181.2 million and €182.2 million, compared to €141.5 million for the twelve months ended June 30, 2015. As of June 30, 2016, we had approximately 2,950 thousand RGUs compared to 2,580 thousand RGUs as of June 30, 2015. The RGUs added over this period were a result of organic growth in fixed-line and mobile telephony subscribers. We estimate that our blended cable ARPU for the three months ended June 30, 2016 will be between €19.1 to €19.2 compared to €18.5 for the three months ended June 30, 2015, primarily driven by the implementation of a price increase in Slovenia and continued up-selling of our products. This financial data is based on preliminary management accounts and has not been audited, reviewed or verified by our independent auditors, and you should not place undue reliance on it. During the course of our financial statement completion and review process for the three months ended June 30, 2016, we could identify items that would require adjustments to be made and which could affect the final results of operations for the periods presented above. 1 Planned acquisitions We have agreed to acquire the entire share capital of M-kabl, a Montenegrin cable pay-TV operator with approximately 20,000 subscribers, pursuant to an acquisition agreement dated October 13, 2015 for a purchase price of approximately €12.7 million. The purchase price for this acquisition is subject to certain adjustments in advance of completion, including adjustments based on the number of subscribers and net debt adjustments. The acquisition agreement also provides for €1.0 million of the purchase price to be placed in escrow for a period of twelve months following completion, pending the issuance of certain construction permits. The completion of the acquisition is subject to customary conditions, such as approval by the requisite regulatory agency and evidencing of the necessary corporate approvals. We have also agreed to acquire 81% shares of Maxtel, a dark fiber business-to-business operator in Slovenia, pursuant to an acquisition agreement dated March 16, 2016 for a purchase price of €4 million. The remaining 19% of Maxtel’s shares will be held as treasury shares. The purchase price for this acquisition is subject to adjustment based on the terms of the acquisition agreement, including adjustments based on its net debt and revenue at completion. The completion of the acquisition is subject to customary conditions, such as approval by the Slovenian competition authority, and contains a long-stop date eight months following the date of the agreement. We estimate that the EBITDA of Maxtel and M-kabl for the last two quarters ended March 31, 2016 was approximately €300,000 and €737,000, respectively. We continually monitor acquisition opportunities that we believe would be value-accretive and would offer attractive synergies with our existing operations. For example, we are in the process of negotiating the acquisition of a cable operator in Serbia, though no definitive agreement has been reached. The EBITDA of the Serbian target that we are considering is within the EBITDA range of target companies that we have acquired in the past in line with our stated strategy for bolt-on, accretive acquisitions. Mobile spectrum auction in Slovenia In June 2016, AKOS announced its decision to conduct an auction in August 2016 for various mobile spectrum bands in Slovenia that remain unallocated. These include frequencies in the 1800 MHz band and the 2100 MHz band. AKOS set the reserve price at €2.6 million for each block of 2x5 MHz in the 1800 MHz frequency band, two blocks of which are available for auction, and €1.3 million for the block of 2x5 MHz in the 2100 MHz band, one block of which is available for auction. We submitted our tender for these frequencies on July 4, 2016, which was the deadline set by AKOS. AKOS later withdrew this auction because the tender rules were unclear in respect of whether an auction for mobile spectrum bands shall be conducted in the case of only one bidder being interested for a particular spectrum band and, for the 1800 MHz band, we were the only bidder in this round. AKOS has published a new tender, with the auction scheduled for September 2016. The bids for this round are due by August 8, 2016. AKOS has also introduced a new rule pursuant to which it would be able to allocate spectrum bands to sole bidders at the reserve price in the absence of interest from other mobile operators for such spectrum bands. We intend to submit our tender for these frequencies once again. We believe that additional frequencies will help us address not only the demands of our growing mobile business but also mitigate any risk of our existing 3G license being revoked or otherwise impaired. Either of the frequency bands subject to this auction can be used to provide 3G coverage and we will make a decision regarding allocation of frequency bands between 3G and 4G coverage once the results of the auction are known. Legal Proceedings This following has been prepared to provide an update to the annual report delivered to noteholders for the financial year 2015, as well as to the matters detailed in footnote 27 to the consolidated interim financial statements of the Company as of and for the three months ended March 31, 2016, included as Annex A to this supplemental report, and should be read together with the legal proceedings set out therein. 2 Litigation matters relating to Telemach Slovenia (as successor to Tušmobil) As previously reported, there are certain criminal matters pending in Slovenia against Telemach Slovenia (as successor to Tušmobil), Tušmobil’s former owner Mirko Tuš, and certain other defendants, including a former head of AKOS. Pre-trial hearings in respect of these matters commenced in December 2015. In these hearings, Telemach Slovenia argued for the exclusion of certain evidence against Tušmobil contending that such evidence was obtained illegally and unconstitutionally by law enforcement authorities. In its decision of March 2016, the district court rejected these arguments. Telemach Slovenia has appealed this decision to the high court of Ljubljana and a decision on this matter is still pending. As the pre-trial hearings have concluded, the criminal matters against Telemach Slovenia (as successor to Tušmobil) and Mirko Tuš are expected to proceed to trial. In a related development, in January 2016 the Republic of Slovenia made a claim against the defendants for indemnification in an amount of approximately €7.2 million. During the pre-trial hearings, Telemach Slovenia contested the grounds for, and challenged the amount of, this claim. While the bill of indictment filed by the public prosecutor in March 2015 had indicated that Tušmobil allegedly illegally gained property in an amount of approximately €7.2 million, representing a valuation of the potential charge for the frequency bands under challenge, which had been estimated by an expert appointed by the court for such purpose, Telemach Slovenia has and intends to continue to contest and oppose this valuation. Dispute with minority shareholder of Ultra In June 2012, United Media Limited, one of our subsidiaries, extended a loan in the principal amount of €2.0 million to our 50% co-investor in TV Kanal Ultra d.o.o. Beograd (“Ultra”), to facilitate our co-investor’s payment of certain debts that it owed to Ultra.