Investor Presentation • Jul 7, 2022
Investor Presentation
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This presentation (the "Presentation") provides an overview of a project, currently under evaluation, aimed at the rationalisation of the TIM Group through the creation of four separate units with different industrial focus and economics (the "Project"). This Presentation comprises the attached slides and any materials distributed at, or in connection with, the Presentation.
The Presentation and the information, statements and opinions contained herein have been prepared by TIM's management for information and illustration purposes only, in connection with TIM's Capital Market Day of 7 July 2022, and have not been independently verified by any third party. The following applies to the Presentation, the oral presentation and any question and answer session that follows the oral presentation. The Presentation is purely indicative in nature and may not be relied upon unless expressly agreed in writing with the TIM S.p.A. ("TIM" or the "Company").
There is no certainty that the Project, or any of the transactions contemplated hereby, will be actually pursued and completed by TIM, whether as described in this Presentation or otherwise and even the actual likelihood any of the transaction herein provided and/or the Project be pursued shall depend on a variety of circumstances which only in part may be foreseen. The distribution of this Presentation shall not be taken as a form of any commitment to on the part of TIM to proceed with any transaction.
Unless otherwise indicated, the Presentation presents managerial information with respect to the Company as of the date hereof. The Presentation includes certain statements, estimates and projections provided by TIM with respect to its management's subjective views and elaborations of the anticipated future performance of the Company's business or a portion thereof and/or behaviour of third parties which may also affect financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, and statements regarding future performance. Such information and statements are subject to various risks and uncertainties (many of which are difficult to predict), that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements herein. Such statements, estimates and projections were elaborated - on the basis of the information available at the date of the Presentation - and reflect various assumptions by the management of TIM concerning anticipated results, which assumptions may or may not prove to be correct. Statements, estimates and projections are unaudited and cannot be regarded as forecasts. In particular, the financial results of the TIM Group contained in the Presentation are prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the EU (designated as "IFRS"). The accounting policies and consolidation principles are the same as those adopted in the TIM Group Annual Audited Consolidated Financial Statements as of 31 December 2021, to which reference can be made, except for the amendments to the standards issued by IASB and adopted starting from 1 January, 2022. Such financial results are unaudited. The TIM Group, in addition to the conventional financial performance measures established by IFRS, uses certain Alternative Performance Measures for the purposes of enabling a better understanding of the performance of operations and the financial position of the TIM Group. In particular, such alternative performance measures include: EBITDA, EBIT, Organic change and impact of non-recurring items on revenue, EBITDA and EBIT; EBITDA margin and EBIT margin; net financial debt (carrying and adjusted amount) and Equity Free Cash Flow. Moreover, following the adoption of IFRS 16, the TIM Group uses the following additional alternative performance indicators: EBITDA After Lease ("EBITDA-AL"), Adjusted Net Financial Debt After Lease and Equity Free Cash Flow After Lease. Such alternative performance measures are unaudited.
There can be no assurance that the TIM management's views or assumptions are accurate or that management's projections and forward-looking statements will be realized, in whole or in part. Industry experts may disagree with these assumptions and with the TIM management's view of the market and the prospects for the Company. The actual results may vary from the anticipated results and such variations may be material. Furthermore, alternative modelling techniques, evaluation criteria or assumptions might produce significantly different results and prove to be more appropriate.
The information contained in the Presentation should not be viewed as complete and exhaustive, and the accuracy of the information can in no way be guaranteed. The information contained herein does not purport to contain all of the information that may be material, or that a party may need or desire to analyse or evaluate the Project or for any other purposes.
Nothing contained in the Presentation is, or shall be, relied upon as a promise or representation as to the past or future performance of the Company or of any other entity. No representations or warranties (nor projections which can be relied upon), express or implied, are made hereby by TIM or any other party (including, but not limited to, TIM's subsidiaries or affiliates and any of its and their respective directors, auditors, managers, employees, advisors, agents and other representatives), and any and all representations and/or warranties are hereby expressly disclaimed, as to the fairness, accuracy, completeness or correctness of any information, statements, opinions, estimates or projections included herein, or as to the reasonableness of the assumptions on which any of the same is based. This Presentation speaks as at the date hereof, and the information contained herein is provided as at the date of this Presentation. TIM shall have no obligation to update, supplement or correct any such information, except to the extent required by applicable law. Without prejudice to the above, TIM reserves the right to amend or replace the Presentation, in whole or in part, at any time, and undertake no obligation to provide any party with any additional information, or to correct any inaccuracies which may become apparent in the Presentation.
TIM, including its subsidiaries, affiliates, and their respective directors, officers, employees, advisors, agents and other representatives expressly disclaims any and all liability relating to or resulting from the use of the Presentation, reliance on the information contained herein, or the distribution or possession of the Presentation, including without limitation, any market analysis and financial projections that may be contained herein or provided in connection herewith, by any of the recipients or their affiliates or any of their respective directors, officers, employees, advisors, agents or other representatives.
Taking also into account the degree of development of the Project, the Presentation is not intended to form the basis of (and/or influence by any means) any investment decision, nor to recommend any course of action to any party whatsoever. The Presentation, and the information contained herein, has a merely informative and provisional nature, and shall not be considered as tax, accounting or legal advice, nor do they constitute or form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase TIM's shares or securities, or any of the securities businesses or assets described herein, or an offer of financing or an offer or recommendation to enter into, approve or support, any transaction (including the Project and/or any of the transactions contemplated hereby).
Furthermore, the distribution or possession of this Presentation in certain jurisdictions may be restricted by applicable law or regulations. Recipients are required to inform themselves about, and to comply with, any such restrictions. Neither TIM, nor any of their subsidiaries, affiliates, and their respective directors, officers, employees, advisors, agents and other representatives, accept any liability to any person whatsoever in relation to the distribution or possession of this Presentation in any jurisdiction. The Presentation does not constitute an advertisement, an offer, or a solicitation of an offer, to purchase or subscribe for any shares or other securities of the Company, or related financial instruments, in any Country (including, but not limited to, the United States, Australia, Canada and Japan), nor shall this Presentation or any part of it form the basis of, or be relied upon in connection with, any contract or any commitment or investment decision. Neither this Presentation, nor any part of it, has been approved by Consob, Borsa Italiana S.p.A. or by any other authority.
By attending the meeting where this Presentation is made, by reading the presentation slides or by accessing and/or accepting delivery of this Presentation, you agree to be bound by the foregoing limitations and restrictions The Presentation cannot be reproduced in any form, further distributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
| Beyond vertical integration |
▪ Reiterate reasons why unprecedented value-accretive actions are required leading to the creation of 4 separate entities with different industrial focus and economics |
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|---|---|---|---|---|---|---|
| The new TIM NetCo ServiceCo TIM Enterprise TIM Consumer TIM Brasil |
▪ Explain why each entity can achieve better results on a stand-alone basis by outlining: Market context ‐ Strategic priorities ‐ Perimeter ‐ Medium-long term financial trends and KPIs ‐ |
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| Capital structure and Plan execution highlights |
▪ Confirm strong commitment to reduce leverage and maintain a sustainable capital structure ▪ Share different strategic M&A options to create value for all stakeholders and update on execution |
Relentless effort on day-to-day operations
To extract the highest value in the M-L term, entities coexisting in TIM would better off being managed separately
| NetCo long-term value story |
TIM Enterprise strong growth ahead |
TIM Consumer fighting in crowded fixed and mobile |
TIM Brasil top performance and growth |
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|---|---|---|---|---|---|---|---|
| The 1st European wholesale only player with pervasive footprint |
Unique integrated ICT provider serving Top Corporations & PA |
The market leader for premium and customer centric solutions |
The next generation Telco | ||||
| Defend & execute | Attack | Turnaround | Grow | ||||
| The separation would bring key benefits, ensuring life term assets valorisation and debt sustainability ▪ Stronger business focus partnerships/aggregations easier Business & strategic ▪ Strategic options for the four entities ▪ Possibility to identify and fix potential inefficiencies ▪ Network company dedicated infra perimeter makes |
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| Regulatory | ▪ Network company could be freed from cost ▪ Retail would enjoy regulatory relief (elimination of if it becomes "wholesale-only"(2) orientation , current replicability rules) promoting fiber investment, migration and decommissioning |
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| Financial | ▪ Better capital allocation ▪ Better visibility on group assets and attractiveness ▪ Improved risk profile/return on capital private money ▪ Regaining financial flexibility |
| ServiceCo | NetCo | |||
|---|---|---|---|---|
| TIM Consumer | TIM Enterprise | Wholesale | ||
| Commercial | Brands and legal entities | |||
| & Legal | Target markets | Consumer & Small Medium Enterprises |
Large corporates & Public Administrations |
National and International Wholesale |
| Secondary & Cabinets | Selected fibers IRU (2) | |||
| Primary | Selected fibers IRU (1) | Selected fibers IRU (2) | Ducts / mini-ducts & fibers | |
| Access | Edge | |||
| Network | Access Electronics & Central Office HW | Distr. Frame/ DSLAMs / OLT FTTC |
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| Real Estate & building systems | ||||
| Junction and Backbone Fibers | Selected fibers IRU (3) | Selected fibers IRU (3) | ||
| Backbone | Backbone/Transport HW & Platforms | |||
| DC / | Service Platforms | Consumer Platforms | Enterprise Platforms | |
| Platforms | Data Centers (Noovle) | |||
| Mobile Network (4) | Full MVNO-like services | |||
| Mobile | Mobile Service Platforms (4) | |||
| Frequencies |
(1) For mobile backhauling (2) Preserve ServiceCo offering differentiation/ competitiveness for enterprise segments (3) May guarantee ServiceCo competitiveness (4) Minimum fiber backbone required to offer Enterprise most important products/services with autonomy
Capital Market Day July 7 th 2022 8
(1) Million lines, source AGCOM and internal elaborations on Analysis Mason's estimates (2) Households with a fixed broadband subscription on total households, Eurostat, 2021. FTTH/B data source: FTTH Council, May '22 (data as of Sep. '21) (3) Equal to 20% take up rate (calculated on tot. HHs passed with FTTH) (4) Internal estimates (5) Fiber roll-out in National Recovery and Resilience Plan (NRRP) initiatives to be completed by 2026
Capital Market Day July 7 th 2022 10
(1) Including intercompany (2) "Fair and reasonable pricing", as per Art.80 of the EU Communication Code, not included (3) EBITDA After Lease slightly lower vs indicative figure published in "FY'21 Results & 2022-2024 Plan update" presentation due to change in personnel perimeter (4) CAPEX net of license. Capex contribution from National Recovery and Resilience Plan not included (5) National Recovery and Resilience Plan (6) Full Time Equivalents EoY
Addressable by TIM Enterprise (2) Total market
(1) Cloud incl. IaaS, SaaS, PaaS, Colocation, Migration, MS for Cloud; Security incl. products, consulting services, MS, implementation & HW support; IoT incl. applications, HW and installation; Other IT incl. all other IT services (e.g. system integration), software, hardware (2) Based on estimated % of Large and PA entities on total business segment; for IoT based on value of addressed verticals (i.e. Industrial, Smart Agriculture, Urban, eHealth, Merchant)
th 2022 14
| Leading client portfolio and complete e2e ICT offering | Unique assets & network infrastructure | ||||
|---|---|---|---|---|---|
| Clear leadership in Large Enterprises segment, unique positioning in PA |
Complete end-to-end offering, unparalleled in the market |
The only network infrastructure ICT player in Italy, with a unique and superior assets base |
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| 2021 figures Connectivity IT Large ~10k ~40% ~10% Enterprises |
~3 years avg. duration of contracts, with length and value increasing as offering expands towards IT |
✓ Guaranteed participation ▪ Proprietary backbone in strategic in tenders requiring areas, with 45k+ dedicated customer owned backbone fiber lines ✓ Low industrial costs/ high |
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| Public ~25k ~50% ~15% Administration (1) # of clients Market shares |
>20 years of continued relationship on average for top 10 clients |
competitiveness ✓ Light cost structure ▪ Own mobile core network with an guaranteeing MVNO agreement(2) competitiveness |
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| Superior go-to-market capabilities | Leading DCs infrastructure in Italian market | ||||
| Superior go-to-market to push offering across the whole customer base |
Strong strategic partnerships, | ▪ Data Center Direct property of 16 DCs (50k sqm, 100MW fast growing), of which 7 with Service Center |
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| ~1k Sales generating €3m+ of yearly service revenues each ~0.5k Pre-sales with deep industry knowledge / solution specific know-how |
offering best in class technologies and joint go-to-market while being key tenants on TIM Enterprise DCs |
Rating-4 and 5 with Rating-3 (3) ▪ Largest DCs footprint vs. competitors (4) |
(1) Source: Gartner, IDC, BCG analysis, TIM data (2) MVNO agreement with TIM Consumer (3) According to ANSI-TIA certification. Remaining 4 DC sites currently with no certification due to small dimensions (4) Op.#1 4 sites (100MW), Op.#2 1 site (60MW), Op.#3 4 sites (40MW), Op.#4 5 sites (30MW). Source: Datacentermap, Omdia, company websites
From current Enterprise & Factories model…
…to new integrated model, larger than just a "sum-of-the-parts"…
x Fragmented offering across factories
▪ Steady topline growth above market (4% CAGR '21-'30), with change in revenue mix
▪ Strong marginality and cash conversion after initial carveout/business set-up, driven by scale, optimized operating model and high focus on proprietary products / expansion towards Managed and Professional services
(1) Including intercompany (2) EBITDA After Lease (3) Organic CAPEX net of license and excluding one off investments of €220m cumulated in 2023-'26 for IT system, backbone and mobile core network key components rebuild (4) National Recovery and Resilience Plan
TIM Enterprise BU creation
TIM Enterprise full go-to-market
6 months
Separate business unit, with integrated operating model and clear interfaces vs broader TIM Group
18-24 months
Standalone company, with owned infrastructure and best-in-class ICT competences and go-to-market
Steady state
≥€3.5bn at end of 2025
Best-in-class ICT company, reference player in the Italian market and beyond
NRRP(2) to further support 5G coverage expansion and take-up ✓ All lots assigned to TIM consortium (3)
Introduce new CVM(1) capabilities
6 months
Set-up transformation machine and 1st wave of cash-oriented initiatives
(EBITDA AL – CAPEX) as percentage on revenues
12-18 months
Execute structural turnaround initiatives
(EBITDA AL – CAPEX) as percentage on revenues
2024 onwards
Scale turnaround initiatives and secure sustainable growth
From 5% to 10%+ (EBITDA AL – CAPEX) as percentage on revenues
(1) Source: Companies' disclosures (2) Source: Bloomberg, FCF yield based on 31/12/2021 Equity Value (3) Consensus TIM @ 22 June 2022 (considering only data from analysts that have already included Oi in their models) (4) Enterprise Value derived from consensus
| Strengthening the core to generate cash flow… | …in order to accelerate growth beyond connectivity |
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|---|---|---|---|---|---|
| Become the best mobile operator in Brazil |
Accelerate growth through the new asset light model |
Scale-up presence in the B2B/IOT tech arena |
Expand partnerships and evolve strategy |
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| 1. Best offer: innovation as a core differentiator 2. Best service: a long journey towards customer experience excellence 3. Best network: become the winner in network quality race |
1. Massive FTTC to FTTH migration to maximize customer experience and profitability while accelerating footprint expansion 2. Enhance value proposition and launch convergence play with better trade-off between volume and value |
Towards becoming a full vertical orchestrator 1. Select use case verticals 2. Partner with industry leaders 3. Create a strong ecosystem to expand presence in the solution and services layer |
High value generation through partnerships with potential unicorns ✓ New revenue streams + equity value generation ✓ Innovative positioning & distinctive value proposition |
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| 7 2 MOBILE -' 1 1.5x 2 revenue growth 0 2 |
BROADBAND 2-3x revenue growth |
B2B/IOT 10x revenue growth +equity monetization |
CONSUMER PLATFORM 2.5x revenue growth +equity monetization |
…and deliver superior and sustainable value to shareholders…
(~R\$ 2bn announced dividend in 2022 vs. R\$ 1.1bn in '21)
| Revenues Growth Acceleration From Mid single To High single CAGR 21-27 |
EBITDA Growth Acceleration Improved Capex on Revenues From Mid Single To Low Double From Mid-twenties To Mid-teens CAGR 21-24 2021 to 2030 |
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|---|---|---|---|---|---|---|---|---|
| NET SERVICE REVENUES | EBITDA – Capex on Revenues From Mid-Twenties To Above 30s 2021 to 2027 |
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| Capturing value from Oi + Exploiting 5G growth opportunities |
Organic & inorganic growth opportunities in FTTH |
Increase B2B/IOT verticals growth |
Extracting value from customer platform partnerships |
EBITDA-CAPEX / NET 2027 REVENUES 2024 % 2022 2021 % % % ~29% ~24% ✓ Full benefit from Oi ✓ Phase-out of the ✓ Contribution from Oi acquired spectrum impact of Oi TSA(2) ✓ I-Systems impact and other Oi TSA(2) and other x and integration transaction benefits x Dilution of 5G integration costs ✓ Initial 5G payback x Impact from initial deployment |
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| CAPITAL REQUIRED(1) GROWTH |
Moderate to relevant |
Moderate to relevant |
Low to moderate |
Minimum | 5G deployment Shareholder Remuneration |
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| POTENTIAL RISK |
High Low to moderate |
High Moderate |
High Medium |
Disproportionate High |
2x in 2022 Dividends and Interest on Equity |
| 1 | COMMERCIAL DRIVERS | 2 | INFRASTRUCTURE DRIVERS | 3 | ADDITIONAL UPSIDES |
|---|---|---|---|---|---|
| ✓ ✓ ✓ ✓ |
Increased scale and fixed cost dilution Migration to more sustainable churn levels Shift in competitive dynamics: customer experience as a key differentiator Creation of new revenue opportunities |
✓ ✓ |
Network CAPEX and OPEX savings from additional spectrum availability Relevant site overlap allowing for significant OPEX/leasing synergies |
✓ ✓ ✓ |
Tax Effects Accelerated site decommissioning Additional equity stakes in partners coming from the Customer Platform strategy (not quantified) |
(1) Includes 5G spectrum in Italy (€1.7bn) and Brazil (€0.4bn), Oi acquisition (€1.1bn), DAZN payment (€0.3bn) and substitute tax (€0.2bn) based on the Plan's exchange rate assumption
Capital Market Day July 7 th 2022 33
1
In any potential M&A structure, a key objective of the Delayering Plan will be the reduction in leverage and strong commitment to improve rating profile
Glossary: AGW= Access Gateway; BTS= Base Transceiver Station; CNO= Optical Distribution Node; DSLAM= Digital Subscriber Line Access Multiplexer; EVDSL= Enhanced Very-high-bit-rate Digital Subscriber Line; IRU= Indefeasible right of use; OAO= Other Authorized Operators; OLT= Optical Line Terminal; ONT= Optical Network Termination; OPB= Optical Packet Backbone; OPM= Optical Packet Metro; OTB= Optical Termination Box; POP= Point of Presence; PSTN= Public Switched Telephone Network; Switching SL =Switching "Stadio di Linea"
(1) ISO-CSP service purchase, ADSL via interconnection to DSLAM, UBB via VULA purchase over FTTx networks (VULA C, VULA H), business fiber connections or backhauling of SRBs through access fiber purchase beyond those in IRU at carve out (2) Over time NetCo will rebuild its own backbone (2) At start-up
xx% Marginality observed in the market (defined as Revenues minus direct costs, incl. OPEX contribution)
Capital Market Day July 7 th 2022 43
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