Relevant information in compliance with article 228 of the Consolidated Text of the Spanish Securities Markets Law, notified to the Spanish National Securities Market Commission

High voltage towers 2 customers

Rural site

1 customer

Cellnex Switzerland

Urban site

2 customers

Rural site

1 customer

Industrial project setting the foundations for a long-term partnership with a key Swiss mobile operator

Note: Exchange rate as of 23 May 2017

Unique tailored MSA (1) on an extensive network of 2,239 sites with nationwide coverage Critical mass in the country achieved with the initial step

Allowing for subsequent consolidation through a non-replicable network

Attractive 40-year (2) MSA

Strong backlog of c.€2.4Bn

Contracted organic growth through BTS (3) and DAS (4) BTS program deployed within 10 years 200 DAS nodes contracted

ROFO (5) and RTM (6) for all of Sunrise's

subsequent DAS rollout

Consideration of €430Mn (7)

RLFCF per share-accretive from day 1

Fully funded with Cellnex's available liquidity

c.€2Bn as of April 2017 (8)

Consortium with leading partners

Enabling next steps

  1. Master Service Agreement

  2. Duration = 20+10+10 years with all or nothing renewal clauses

  3. Build to Suit

  4. Distributed Antenna System

  5. Right of First Offer

  6. Right to Match

  1. Free of liabilities, free of cash = (€458Mn or CHF500Mn - expected cash at Swiss Towers at closing date). Please note that the MSA contract started as of 1st January 2017

  2. As per Cellnex's Q1 2017 results presentation

    Young and high quality portfolio governed by a 40-year MSA
    • Full nationwide coverage

      • Sunrise's strategy focused on network quality (#1 Connect Test)

    • Sunrise as anchor tenant

    2,239 sites

    Customer ratio: 1.1x Urban sites: 32%

    Suburban sites: 41%

    Rural sites: 27%

    20+10+10 years MSA

    All or nothing renewal clauses (under same terms)

    CPI indexation with a floor at 0%

    Limited shareholder contribution from Cellnex (c.€170Mn) alongside reputable partners
    • Acquisition of 100% of Swiss Towers for a total consideration of €430Mn (1)

    • Financed through a combination of non-recourse debt (€142 Mn) and shareholders' contribution (€316 Mn). Cellnex will hold a 54% stake in Cellnex Switzerland, thus controlling and consolidating the entity (2)

    • Closing expected within c.1 month of signing, subject to merger control clearance, and conclusion of Transitional and Build to Suit agreements with Sunrise

    • No significant impact on Cellnex's leverage on a consolidated basis

      • Cellnex's leverage FY2017 is expected to be in the region of 4.7x (4)

54% 46%

Cellnex Switzerland AG

Swiss Towers

(3)

1. Free of liabilities, free of cash = (€458Mn or CHF500Mn - expected cash at Swiss Towers at closing date). Please note that the MSA Contract started as of 1st January 2017

  1. Non-recourse debt at Cellnex Switzerland level in CHF; Cellnex's contribution in Cellnex Switzerland to be financed in CHF

  2. Deutsche Telekom Capital Partners has a put option - right to sell its stake to Cellnex, payable in cash or Cellnex shares

  3. Management calculations based on (i) Q1 results and (ii) Annualized Net Debt/Annualized Adjusted EBITDA considering Swiss Towers acquisition from January 1st 2017

    A further example of Cellnex's competitive advantage: from MLA to MSA building-up a win-win agreement for both parties Building faster scale at Cellnex

    5,500

    c.2,450 (1) 2,300

    # of sites in Switzerland

    1,200

    97

    High barriers to entry

    • Challenging topography

    • Environmental regulations

      MNO 1

      MNO 2 Others (2)

      MNO 3

      • New permits process time consuming

Highly attractive market dynamics
  • One of the highest GDP per capita in Europe with stable economic and political conditions

  • Significant mobile data traffic growth expected - 46% CAGR 2017-2022E (3)

  • No other TowerCo present in the market

Clear organic growth project
  • Additional sites to be deployed during the next 10 years through the contracted Build to Suit program

  • DAS and Small Cells commitment (200 DAS nodes already contracted)

    • ROFO and RTM for future DAS rollout

  • Strict electromagnetic emissions framework likely to change if 5G needed

    Compliant with Cellnex M&A criteria
  • Expected run rate EBITDA in the region of €37Mn (4)

  • Expected RLFCF in the region of €20Mn on a run rate basis (4)

  1. Assuming the contribution of c.200 DAS nodes in 2020. It does not include the newly deployed sites through the Build to Suit program

  2. Mainly corresponding to a railway operator

  3. Arthur D. Little estimates as of 2017

  4. Management calculations

Cellnex Telecom SA published this content on 24 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 May 2017 07:54:21 UTC.

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