SECURITIES AND EXCHANGE COMMISSION FORM 425 Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions Filing Date: 2018-06-05 SEC Accession No. 0001193125-18-183989 (HTML Version on secdatabase.com) SUBJECT COMPANY Com Hem Holding AB (publ) Mailing Address Business Address C/O COM HEM AB C/O COM HEM AB CIK:1739850| IRS No.: 000000000 | State of Incorp.:V7 | Fiscal Year End: 1231 FLEMINGGATAN 18, 2 TR, FLEMINGGATAN 18, 2 TR, Type: 425 | Act: 34 | File No.: 132-02822 | Film No.: 18880129 BOX 8093 BOX 8093 STOCKHOLM V7 SE-104 20 STOCKHOLM V7 SE-104 20 0046855363000 FILED BY Com Hem Holding AB (publ) Mailing Address Business Address C/O COM HEM AB C/O COM HEM AB CIK:1739850| IRS No.: 000000000 | State of Incorp.:V7 | Fiscal Year End: 1231 FLEMINGGATAN 18, 2 TR, FLEMINGGATAN 18, 2 TR, Type: 425 BOX 8093 BOX 8093 STOCKHOLM V7 SE-104 20 STOCKHOLM V7 SE-104 20 0046855363000 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annual report 2017 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CONTENTS THE YEAR IN BRIEF 1 CEO LETTER 2 VALUE CREATION 4 BUSINESS OVERVIEW 6 SHAREHOLDER INFORMATION 7 BOARD OF DIRECTORS REPORT 9 BOARD OF DIRECTORS REPORT 9 RISKS AND RISK MANAGEMENT 14 CORPORATE GOVERNANCE REPORT 17 REMUNERATION TO EXECUTIVE MANAGEMENT AND THE BOARD 20 BOARD OF DIRECTORS 21 EXECUTIVE MANAGEMENT 22 INTERNAL CONTROL OVER FINANCIAL REPORTING 23 SUSTAINABILITY REPORT 25 CONSOLIDATED INCOME STATEMENT 37 CONSOLIDATED BALANCE SHEET 38 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 39 CONSOLIDATED STATEMENT OF CASH FLOWS 40 NOTES TO THE GROUPS FINANCIAL STATEMENTS 41 PARENT COMPANYS FINANCIAL STATEMENTS 65 SIGNATURES OF THE BOARD OF DIRECTORS 76 AUDIT REPORT 77 FINANCIAL KEY METRICS AND APM PER YEAR 80 DEFINITIONS OF FINANCIAL KEY METRICS AND APM 81 2 COM HEMS HISTORY 1983 2013 Com Hem founded B2B services launched Com Hem founded by Televerket, B2B focus is strengthen through the former Swedish state telephone the acquisition of Phonera. monopoly and predecessor of Telia Services are launched within Company. broadband and fixed telephony to small and medium sized 1992 enterprises and home offices. Svenska Kabel-TV TiVo launched The television division established as a separate subsidiary of Telia Broadband speed Company. upgraded to 500 Mbit/s Com Hem delivers 500 Mbit/s 1997 broadband services to customers within its fibrecoax network. Digital TV Svenska Kabel-TV AB launched 2014 digital TV. Listing on Nasdaq 1999 Stockholm Com Hems shares are listed Com Hem on Nasdaq Stockholm. Broadband services launched. Renamed Com Hem in 1999. 2015 2003 Com Hem Play launched New app-based digital TV ser- EQT new owner vice is commercially launched. Com Hem acquired by the Swedish private equity firm EQT in June. 2016 2004 SDU expansion and Boxer acquisition Fixed-telephony Com Hem expands beyond the Fixed-telephony service launched. MDU footprint into the SDU market. The SDU expansion 2006 programme is boosted by the Com Hem and acquisition of Boxer TV-Access AB. UPC Sweden merge Com Hem is acquired by The Carlyle 2017 Group and Providence Equity Boxer launches broadband Partners in January. The Carlyle services Group and Providence Equity Boxer reposition from a TV-cente-Partners acquire UPC Sweden. red to a broadband-led operator. The two companies are integrated under the Com Hem brand. Kinnevik acquires 18.5% stake 2011 Kinnevik buys BC Partners final BC Partners acquires stake of 18.5%. Com Hem The Annual Report for the Group and the Parent Company, Com Hem Holding AB, has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish original and the translation, the former will take precedence. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The year in brief 1 THE YEAR IN BRIEF The SDU footprint expansion goal was increased to 1 million households by 2020 following positive signs from the Boxer fibre launch Q1 The largest marketing campaign in Boxers history was launched to reposition the company from a TV-centric to a broadband-led operator Increased customer satisfaction and product development made it possible to implement price adjustments with limited effect on the consumer churn Repositioning of Boxer from a TV-centric to a broadband-led operator results in significant improvements in all KPIs Q2 Com Hem Segment consumer ARPU reached a record high level and churn reaches a record low level following well executed price adjustments in Q1 2017 Integration of B2B business completed with all operations integrated into Com Hem resulting in improved profitability The Board announced intention to propose a 50% increase in cash dividend to SEK 6.00 in 2018 along with buybacks of some SEK 40m-50m per month, due to Q3 increased confidence in future cash flow generation Focus on customer satisfaction resulted in multiyear record volumes in the Com Hem Segment The SDU footprint expansion reaches the milestone of 700,000 addressable households, a 35% increase of total Group footprint since the start of the expansion Focus on customer satisfaction resulted in another quarter of multiyear record volumes in the Com Hem Segment Q4 The SDU footprint expansion reaches the initial goal of 800,000 addressable households, a 40% increase of total Group footprint since the start of the expansion Revenue SEK 7,136m (5,665), +26.0 percent Underlying EBITDA SEK 2,926m (2,547), +14.9 percent Capital expenditure (Capex) SEK 1,138m, of which SEK 1,047m (893) regular capex, +17.2 percent Operating free cash flow (OFCF) SEK 1,788m (1,655), +8.0 percent Annual report 2017 Blended interest rate 2.5 percent (2.9 percent), -0.4 percentage points Leverage Net debt of 3.6x (3.7) underlying EBITDA LTM Equity free cash flow SEK 1,528m (1,424), +7.3 percent Shareholder remuneration SEK 1.5bn or 6.7 percent of market cap at year end, +25.8 percent Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ENTERING THE NEXT CHAPTER Four years after the IPO Com Hem has transformed from a struggling cable company with a sub-par network to a best in class fixed connectivity provider with national reach, ready for the next chapter of growth. 2017 was one of the most eventful years in Com Hems history. Continued focus on customer satisfaction allowed us to grow through both price and volume. We made progress on the footprint expansion programme, now reaching 2.8m of the 3.0m targeted addressable households. Boxer can now sell its broadband services to 1.1m households and is getting traction as a broadband-led operator in the SDU market. We exit the year more confident than ever that Com Hem is a strong and resilient cable company ready to enter the next chapter of growth together with Tele2 as a leading integrated operator in the Swedish market. Annual report 2017 CEO letter 2 In the beginning of 2017 we started a number of initiatives that resulted in solid operational and financial results for the year and will help the Com Hem Group deliver long term sustainable growth for many years to come. We delivered on our guidance for revenue, underlying EBITDA and operating free cash flow and increased shareholder remuneration by 25.8% compared to 2016. The footprint expansion reached its initial goal of 800,000 addressable SDU households, an increase of 40% since the expansion started, and the goal was in the first quarter upgraded to 1 million addressable households by 2020. Boxer launched its broadband offering and was connected to 1.1m addressable households, laying the foundation that will hopefully allow us to turn the business into growth in coming years. We continued to execute on the more-for-more strategy by improving our broadband and TV offering for both brands. Our balanced approach to growth continued with consumer ARPU reaching a record high level and consumer churn a record low level in the Com Hem Segment on the back of improved customer satisfaction. Setting up Boxer for growth After a full year in the Com Hem Group we are hopeful that Boxer can deliver beyond our initial expectations and turn Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document into growth in the coming years as we get further traction as a broadband-led operator across the newly acquired SDU footprint. Boxers long history in the SDU market gave us a good starting point and we are very pleased to see the initial results of the first year as a broadband-led operator. The launch of the fibre marketing campaign and footprint expansion programme has helped us deliver on our goals for 2017 and lays the foundation for a potential turnaround of the business in coming years. In 2018 we cement Boxers position within the Com Hem Group as we complete the integration process and align Boxers customer base with the Groups more-for-more strategy; building customer satisfaction to increase pricing power and attract new customers. Shareholder remuneration increased by 25.8% in 2017 In 2017 we returned SEK 1.5bn to our shareholders, an increase of 25.8% compared to 2016, while ending the year with a leverage ratio of 3.6x which is in line with the target range of 3.5-4.0x net debt / underlying EBITDA LTM. For 2018, the Board is proposing a 50% increase in the cash dividend from SEK 4.00 per share to SEK 6.00 per share alongside the ongoing buyback program which ends no later than March 20, 2018.