Remgro (REM) Earnings Call Presentation

Transaction Overview - Vodacom is investing in Maziv, valuing Maziv at R34 billion (excluding the initial Herotel stake)[17] - Vodacom's FTTH, FTTB, and Tower fibre assets will be acquired by Maziv for R4.89 billion[17] - Vodacom will acquire 30% stake in Maziv[28] - Vodacom has an option to acquire up to an additional 4.95% in Maziv at a R37 billion pre-money valuation[17, 19] Financial Implications - Maziv can declare a pre-implementation dividend of up to R4.2 billion to CIVH[17, 22, 23, 26, 33] - Vodacom may acquire additional Maziv shares from CIVH for R2.3 billion[32] - Maziv equity valuation is R38.75 billion with net debt of R20.859 billion, resulting in an enterprise value of R59.609 billion[40] Regulatory and Herotel - The Competition Tribunal initially prohibited the transaction but the Commission no longer opposes it based on updated conditions[7] - CIVH will dispose of a further 49.93% of Herotel shares to Maziv at a valuation of up to R2.75 billion[17, 22] - The second Herotel stake is valued at R2.75 billion, leading to 99% Herotel shareholding[41] Competition Commission Concerns and Commitments - The Competition Commission had primary concerns regarding horizontal reduction in competition, horizontal overlap in FTTH infrastructure, and vertical foreclosure concerns[9] - Public interest commitments include additional capex spend on fibre infrastructure and free access to 1 Gigabit per second fibre lines for public libraries and clinics[11]