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Thematic (Sector/Industry)

Fears of the impact of Britain's exit from the European Union have pushed down the prices of most European communication stocks. We think this is an overreaction as we view telecom as a sector somewhat immune to geopolitical changes. In our view, Brexit will have no effect on cross-border transfers of voice or data as mobile termination rates for voice have already been reduced to negligible levels and for data have been cut in half and will be down to local roaming rates by the end of 2017.Within the U.K., we think BT will likely be the most affected as the majority of its revenue is from the U.K. Its only non-U.K. revenue is from its global services division. However, we think what losses do accrue will be offset by stronger revenue from the global services division as revenue from other currencies is translated into a weaker pound.Analysts: Allan C. Nichols, CFA

Fears of the impact of Britain's exit from the European Union have pushed down the prices of most European communication stocks. We think this is an overreaction as we view telecom as a sector somewhat immune to geopolitical changes. In our view, Brexit will have no effect on cross-border transfers of voice or data as mobile termination rates for voice have already been reduced to negligible levels and for data have been cut in half and will be down to local roaming rates by the end of 2017.Within the U.K., we think BT will likely be the most affected as the majority of its revenue is from the U.K. Its only non-U.K. revenue is from its global services division. However, we think what losses do accrue will be offset by stronger revenue from the global services division as revenue from other currencies is translated into a weaker pound.Analysts: Allan C. Nichols, CFA

We Believe Brexit Fears Have Unfairly Driven Down Shares of Most European Communication Stocks

European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

On 30 July, Xavier Niel, co-founder and controlling shareholder of <a href="https://www.smartkarma.com/entities/iliad-sa" target="_blank" data-smartkarma-citation="entities:21486:1" rel="noopener">Iliad SA (ILD FP)</a> (70.63% of the share capital and 78.67% of the voting rights) launched a simplified public tender offer for the remaining iliad stake he does not own.
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The offer price will be €182/share, a premium of 61.0% on the closing share price on the prior trading session, c. 50% premium to the 1-month VWAP and 52.7% to the 3-month VWAP.
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<li>
This offer for the remaining 29.37% signals Niel's belief that iliad is undervalued, as per the typical “From now on, a new phase of development for Iliad will require quicker transformations and significant investments that will be easier to carry out as a private company,” Niel said in a statement. “Our ambition for Iliad is to accelerate to become a leader in telecommunications in Europe.”
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Niel had previously boosted its stake in 2019 by buying at €120/share as the stock stagnated at nearly half its all-time highs.
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It is a similar move to that carried out by Patrick Drahi, when he took private Altice Europe (see <a href="https://www.smartkarma.com/insights/altice-next-private-takeover-announcement" target="_blank" data-smartkarma-citation="insights:43240" rel="noopener">Altice - Next Private Takeover Announcement</a> and <a href="https://www.smartkarma.com/insights/altice-next-private-trading-above-terms" target="_blank" data-smartkarma-citation="insights:45873" rel="noopener">Altice - Next Private: Trading Above Terms</a>), because of low valuations of European telecoms. Private equity has been circling <a href="https://www.smartkarma.com/entities/koninklijke-kpn-nv" target="_blank" data-smartkarma-citation="entities:21122:1" rel="noopener">Koninklijke KPN (KPN NA)</a> and KKR (in a consortium) has taken over <a href="https://www.smartkarma.com/entities/masmovil-ibercom-sa" target="_blank" data-smartkarma-citation="entities:29013:1" rel="noopener">Masmovil Ibercom SA (MAS SM)</a> and indirectly it is acquiring <a href="https://www.smartkarma.com/entities/euskaltel-sa" target="_blank" data-smartkarma-citation="entities:21263:1" rel="noopener">Euskaltel SA (EKT SM)</a>.
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<li>Niel has bridge financing which should be comfortably refinanced with high-yield debt. He will be receiving c. €178 mn in dividends from FY2021e.</li>
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Since November 2020, iliad's shares have lost nearly a third of their value, both on investor concerns about investments in Italy and price wars in France. European telecoms will also need to carry out significant capex for the 5G deployment and upgrade networks to high-speed fibre.
This is essentially an opportunistic bid, as Xavier Niel thinks the market is undervaluing his company, coupled with the planned Capex investments. This is not too disimilar to the <a href="https://www.smartkarma.com/entities/kaz-minerals-plc" target="_blank" data-smartkarma-citation="entities:21999:1" rel="noopener">KAZ Minerals (KAZ LN)</a> takeout offer.
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iliad has growth ambitions in Poland  to become a convergent player and on 30 July submitted an indicative bid to fully acquire <span title="" data-toggle="tooltip" data-offset="10%" data-trigger="manual" data-html="true" data-container="body" data-template='&lt;div class="tooltip" role="tooltip"&gt;&lt;div class="news-article-tooltip-arrow tooltip-arrow"&gt;&lt;/div&gt;&lt;div class="tooltip-inner"&gt;&lt;/div&gt;&lt;/div&gt;' data-original-title="">Liberty-Global-owned <span title="" data-toggle="tooltip" data-offset="10%" data-trigger="manual" data-html="true" data-container="body" data-template='&lt;div class="tooltip" role="tooltip"&gt;&lt;div class="news-article-tooltip-arrow tooltip-arrow"&gt;&lt;/div&gt;&lt;div class="tooltip-inner"&gt;&lt;/div&gt;&lt;/div&gt;' data-original-title="">UPC Poland. The indicative bid values the Polish operator at 7.3 billion Polish zlotys. iliad said the valuation is based on EBITDA of 782 million zlotys this year for UPC Poland. iliad is debating whether to acquire a broadband operator in the Polish market, or establishing its own broadband company to deploy optic fiber technology in Poland. This follows on the September 2020 acquisition of <a href="https://www.smartkarma.com/entities/play-communications-sa" target="_blank" data-smartkarma-citation="entities:29661:1" rel="noopener">Play Communications SA (1P1 GR)</a> for €3.5 billion (<a href="https://www.smartkarma.com/insights/play-communications-iliad-offer-announcement" target="_blank" data-smartkarma-citation="insights:43457" rel="noopener">Play Communications - Iliad: Offer Announcement</a>).
The takeout and delisting of iliad represents an opportunity for Xavier Niel. The 5G capex schedule   and fiber broadband upgrades will require heavy investments that are discouraging investors from increasing positions in reportedly cheap European telcos. At the same time, it has been the large American tech companies that have reaped the benefits of the higher internet traffic.
The offer represents c. 4.9% CF yield and the shares are trading at c. 6.5x on 2021E EV/EBITDAaL. Although the offer is interesting, and will likely receive majority of acceptances, my estimate of fair value (DCF based) is €190.7/share, which represents a 4.7% upside to the offer price. Market seems to await a sweetened bid. On this basis, and considering the risk/reward, my recommendation is Long ILD FP.
iliad's shares closed, on 30 July, 61% higher at €182.05, just above the offer price, giving it a market cap of c. €10.85b n.
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On 30 July, Xavier Niel, co-founder and controlling shareholder of Iliad SA (ILD FP) (70.63% of the share capital and 78.67% of the voting rights) launched a simplified public tender offer for the remaining iliad stake he does not own.



The offer price will be €182/share, a premium of 61.0% on the closing share price on the prior trading session, c. 50% premium to the 1-month VWAP and 52.7% to the 3-month VWAP.


This offer for the remaining 29.37% signals Niel's belief that iliad is undervalued, as per the typical “From now on, a new phase of development for Iliad will require quicker transformations and significant investments that will be easier to carry out as a private company,” Niel said in a statement. “Our ambition for Iliad is to accelerate to become a leader in telecommunications in Europe.”


Niel had previously boosted its stake in 2019 by buying at €120/share as the stock stagnated at nearly half its all-time highs.


It is a similar move to that carried out by Patrick Drahi, when he took private Altice Europe (see Altice - Next Private Takeover Announcement and Altice - Next Private: Trading Above Terms), because of low valuations of European telecoms. Private equity has been circling Koninklijke KPN (KPN NA) and KKR (in a consortium) has taken over Masmovil Ibercom SA (MAS SM) and indirectly it is acquiring Euskaltel SA (EKT SM).

Niel has bridge financing which should be comfortably refinanced with high-yield debt. He will be receiving c. €178 mn in dividends from FY2021e.


Since November 2020, iliad's shares have lost nearly a third of their value, both on investor concerns about investments in Italy and price wars in France. European telecoms will also need to carry out significant capex for the 5G deployment and upgrade networks to high-speed fibre.
This is essentially an opportunistic bid, as Xavier Niel thinks the market is undervaluing his company, coupled with the planned Capex investments. This is not too disimilar to the KAZ Minerals (KAZ LN) takeout offer.


iliad has growth ambitions in Poland  to become a convergent player and on 30 July submitted an indicative bid to fully acquire Liberty-Global-owned UPC Poland. The indicative bid values the Polish operator at 7.3 billion Polish zlotys. iliad said the valuation is based on EBITDA of 782 million zlotys this year for UPC Poland. iliad is debating whether to acquire a broadband operator in the Polish market, or establishing its own broadband company to deploy optic fiber technology in Poland. This follows on the September 2020 acquisition of Play Communications SA (1P1 GR) for €3.5 billion (Play Communications - Iliad: Offer Announcement).
The takeout and delisting of iliad represents an opportunity for Xavier Niel. The 5G capex schedule   and fiber broadband upgrades will require heavy investments that are discouraging investors from increasing positions in reportedly cheap European telcos. At the same time, it has been the large American tech companies that have reaped the benefits of the higher internet traffic.
The offer represents c. 4.9% CF yield and the shares are trading at c. 6.5x on 2021E EV/EBITDAaL. Although the offer is interesting, and will likely receive majority of acceptances, my estimate of fair value (DCF based) is €190.7/share, which represents a 4.7% upside to the offer price. Market seems to await a sweetened bid. On this basis, and considering the risk/reward, my recommendation is Long ILD FP.
iliad's shares closed, on 30 July, 61% higher at €182.05, just above the offer price, giving it a market cap of c. €10.85b n.




Xavier Niel/Iliad: An Offer Shareholders Can't Refuse?

<a href="https://www.smartkarma.com/entities/naturgy-energy-group-sa" target="_blank" data-smartkarma-citation="entities:21271:1" rel="noopener">Naturgy Energy Group SA (NTGY SM)</a> is awaiting the decision made by the Government on the partial takeover launched by the Australian fund IFM for 22.7% of the capital. Meanwhile, Naturgy has published <a href="https://www.naturgy.com/files/Naturgy_1H21_results_presentation.pdf" target="_blank" rel="noopener">H1 2021 results</a> and launched a new strategic plan (€14 bn in Capex and a €5.9 bn dividend payout) without awaiting the outcome of IFM's takeover. According to Francisco Reynés, president of the company, Naturgy is going to focus on "organic" growth.
Naturgy has approved the payment of a first 2021 interim dividend of €0.3/share (payable on August 4), the new offer price will be €22.07/share.
The success of IFM's partial takeover attempt is becoming increasingly difficult due to:
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Delay in the approval of the takeover by the Spanish Government.
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Economic outlook improvement, and sharp rise in commodities since takeover announcement on 26 January.
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Criteria Caixa's intentions to strengthen its shareholding in Naturgy.
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New strategic plan and alliance with Sonatrach.
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According to the last communication to the CNMV, CriteriaCaixa already holds a 25.997% stake in Naturgy. Assuming it will still purchase up to 29.9%, that is a 3.903% stake pending, some 37.84 mn shares, i.e. approximately €826 mn (at the closing price of 29 July) almost worth the volume of 50 trading sessions (at the last three months average daily volume). Therefore, the shares should be sustained for a while just on Criteria's purchases.
At the closing price of 29 July, the gross spread to the new adjusted takeover price is c. 1.1% and to Capital IQ median consensus TP is 2.7%. The shares are highly likely to increase over the adjusted offer price on account of Criteria's purchases. From an event-driven perspective, I recommend selling into strength.

Naturgy Energy Group SA (NTGY SM) is awaiting the decision made by the Government on the partial takeover launched by the Australian fund IFM for 22.7% of the capital. Meanwhile, Naturgy has published H1 2021 results and launched a new strategic plan (€14 bn in Capex and a €5.9 bn dividend payout) without awaiting the outcome of IFM's takeover. According to Francisco Reynés, president of the company, Naturgy is going to focus on "organic" growth.
Naturgy has approved the payment of a first 2021 interim dividend of €0.3/share (payable on August 4), the new offer price will be €22.07/share.
The success of IFM's partial takeover attempt is becoming increasingly difficult due to:


Delay in the approval of the takeover by the Spanish Government.


Economic outlook improvement, and sharp rise in commodities since takeover announcement on 26 January.


Criteria Caixa's intentions to strengthen its shareholding in Naturgy.


New strategic plan and alliance with Sonatrach.


According to the last communication to the CNMV, CriteriaCaixa already holds a 25.997% stake in Naturgy. Assuming it will still purchase up to 29.9%, that is a 3.903% stake pending, some 37.84 mn shares, i.e. approximately €826 mn (at the closing price of 29 July) almost worth the volume of 50 trading sessions (at the last three months average daily volume). Therefore, the shares should be sustained for a while just on Criteria's purchases.
At the closing price of 29 July, the gross spread to the new adjusted takeover price is c. 1.1% and to Capital IQ median consensus TP is 2.7%. The shares are highly likely to increase over the adjusted offer price on account of Criteria's purchases. From an event-driven perspective, I recommend selling into strength.

The bid of MásMóvil for Euskaltel makes strategic sense because it both reinforces the position of the enlarged group as the fourth largest national operator and the obtention of synergies through network sharing.
The offered price assumes 24.3x Fwd P/E (vs. 14.2x median of European comparables) and 9.7x EV/EBITDA (vs 6.9x for comps).
Several funds have acquired significant stakes in the capital of Euskaltel. Among them, Magnetar Capital stands out, with a joint stake, through several vehicles, of 7.96%, with a value over €155 mn. Syquant has acquired 3.9%, Citigroup, c. 1% and DWS Investment another 1%. Capital Group (3.3%) and NN Group (6.8%) have reduced their stakes.
The <a href="http://www.cnmv.es/Portal/verDoc.axd?t=%7bd587a5ae-55c8-44b2-bb09-aa1f48b90805%7d" target="_blank" rel="noopener">acceptance period</a> started on 7 July and will last until 30 July inclusive. The period for competing offers remains open until the fifth calendar day prior to the end of the acceptance period (i.e. 25 July).
Interloper risk seems almost non-existing, in my view, once Masmovil has achieved the irrevocable commitment of the main Euskaltel shareholders (52.32% irrevocable undertakings). Despite not being a takeout bid, the aim of Masmovil is to delist Euskaltel if it reaches over 90% acceptances.
The deal should close by mid-August. Gross spread is 0.4%. Recommendation is long and tender.

The bid of MásMóvil for Euskaltel makes strategic sense because it both reinforces the position of the enlarged group as the fourth largest national operator and the obtention of synergies through network sharing.
The offered price assumes 24.3x Fwd P/E (vs. 14.2x median of European comparables) and 9.7x EV/EBITDA (vs 6.9x for comps).
Several funds have acquired significant stakes in the capital of Euskaltel. Among them, Magnetar Capital stands out, with a joint stake, through several vehicles, of 7.96%, with a value over €155 mn. Syquant has acquired 3.9%, Citigroup, c. 1% and DWS Investment another 1%. Capital Group (3.3%) and NN Group (6.8%) have reduced their stakes.
The acceptance period started on 7 July and will last until 30 July inclusive. The period for competing offers remains open until the fifth calendar day prior to the end of the acceptance period (i.e. 25 July).
Interloper risk seems almost non-existing, in my view, once Masmovil has achieved the irrevocable commitment of the main Euskaltel shareholders (52.32% irrevocable undertakings). Despite not being a takeout bid, the aim of Masmovil is to delist Euskaltel if it reaches over 90% acceptances.
The deal should close by mid-August. Gross spread is 0.4%. Recommendation is long and tender.

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Discounts to NAV for our selected European holdcos and DLCs have not shown a clear trend in June.
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The report incorporates several SOTP valuations.
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The current premium of <a href="https://www.smartkarma.com/entities/bhp-group-ltd" target="_blank" data-smartkarma-citation="entities:147:1" rel="noopener">BHP Group (BHP AU)</a> vs.  <a href="https://www.smartkarma.com/entities/bhp-billiton-plc" target="_blank" data-smartkarma-citation="entities:21840:1" rel="noopener">Bhp Billiton (BLT LN)</a> at close of June was 23.8% (vs. 21.8% at the end of April), against a 10-year average of 14.7%. I would rather be long the UK plc and short the Aussie Ltd through the US listings.
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<a href="https://www.smartkarma.com/entities/corp-financiera-alba-sa" target="_blank" data-smartkarma-citation="entities:21245:1" rel="noopener">Corp Financiera Alba Sa (ALB SM)</a> is trading at a 42.3% discount to NAV  (down from 47.9% at the end of February). The discount does not seem to be arbitraged lately. <a href="https://www.smartkarma.com/entities/naturgy-energy-group-sa" target="_blank" data-smartkarma-citation="entities:21271:1" rel="noopener">Naturgy Energy Group SA (NTGY SM)</a>, one of its portfolio main assets, is the object of a partial takeover bid; <a href="https://www.smartkarma.com/entities/euskaltel-sa" target="_blank" data-smartkarma-citation="entities:21263:1" rel="noopener">Euskaltel SA (EKT SM)</a> is the object of a full takeover bid, as it has been previously flagged here. Alba has some quality assets and is fundamentally cheap, in my view.
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The discount to NAV of <a href="https://www.smartkarma.com/entities/groupe-bruxelles-lambert-sa" target="_blank" data-smartkarma-citation="entities:21332:1" rel="noopener">Groupe Bruxelles Lambert Sa (GBLB BB)</a> has tightened slightly to 32.7%. There are no catalysts in sight and the discount stubbornly keeps above 30%.
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The discount in Heineken Holdings relative to Heineken has widened to 16.4% (vs. 14.4% at the end of April) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years. Recommendation is long Heineken Holdings, short Heineken, and close as soon as it tightens a 2-3%. The upwards trends seems clear by now, and it is not easy to call the top.
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<a href="https://www.smartkarma.com/entities/industrivarden-ab" target="_blank" data-smartkarma-citation="entities:22395:1" rel="noopener">Industrivarden AB (INDUA SS)</a> C shares are trading at a 1.1% premium to NAV. The average discount for the last five years for the C shares has been 11.5%.
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The discount to NAV of <a href="https://www.smartkarma.com/entities/investor-ab" target="_blank" data-smartkarma-citation="entities:22397:1" rel="noopener">Investor AB (INVEB SS)</a> B shares has remained at the same level as end of May, 8.8% (vs. 17.1% at the end of February).
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From my SOTP valuation, <a href="https://www.smartkarma.com/entities/kinnevik-ab" target="_blank" data-smartkarma-citation="entities:22407:1" rel="noopener">Investment Ab Kinnevik (KINVB SS)</a> From my SOTP valuation, <a href="https://www.smartkarma.com/entities/kinnevik-ab" target="_blank" data-smartkarma-citation="entities:22407:1" rel="noopener">Investment Ab Kinnevik (KINVB SS)</a> B shares traded at an 14.9% premium to NAV at the end of June (vs a 1.6% discount at the end of February). A shares are trading at a c. 40.1% premium to NAV. Until mid-January, the price difference between A and B shares was rather small. The discount of B shares to A shares began to increase my mid January, now it is c. 29.5%; voting rights count again at Kinnevik. Post the Zalando distribution (together with the Millicom distribution), Kinnevik will transform itself in a listed VC, investing mainly in tech. I find it difficult to justify the current premium to NAV.
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<a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-98de2c77-62f2-46da-88eb-af269fb53d42" target="_blank" data-smartkarma-citation="entities:28510:1" rel="noopener">Royal Dutch Shell PLC (RDS/B US)</a> “B” shares closed in June in New York at a discount of 3.9% (tightened vs. 5.9% as of end of May) with respect to the <a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-adr" target="_blank" data-smartkarma-citation="entities:792:1" rel="noopener">Royal Dutch Shell Plc (Adr) (RDS/A US)</a> “A” shares. Trade: LONG RDSB ADR/SHORT RDSA ADR. Target: 2% premium.
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Discounts to NAV for our selected European holdcos and DLCs have not shown a clear trend in June.


The report incorporates several SOTP valuations.




The current premium of BHP Group (BHP AU) vs.  Bhp Billiton (BLT LN) at close of June was 23.8% (vs. 21.8% at the end of April), against a 10-year average of 14.7%. I would rather be long the UK plc and short the Aussie Ltd through the US listings.


Corp Financiera Alba Sa (ALB SM) is trading at a 42.3% discount to NAV  (down from 47.9% at the end of February). The discount does not seem to be arbitraged lately. Naturgy Energy Group SA (NTGY SM), one of its portfolio main assets, is the object of a partial takeover bid; Euskaltel SA (EKT SM) is the object of a full takeover bid, as it has been previously flagged here. Alba has some quality assets and is fundamentally cheap, in my view.


The discount to NAV of Groupe Bruxelles Lambert Sa (GBLB BB) has tightened slightly to 32.7%. There are no catalysts in sight and the discount stubbornly keeps above 30%.


The discount in Heineken Holdings relative to Heineken has widened to 16.4% (vs. 14.4% at the end of April) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years. Recommendation is long Heineken Holdings, short Heineken, and close as soon as it tightens a 2-3%. The upwards trends seems clear by now, and it is not easy to call the top.


Industrivarden AB (INDUA SS) C shares are trading at a 1.1% premium to NAV. The average discount for the last five years for the C shares has been 11.5%.


The discount to NAV of Investor AB (INVEB SS) B shares has remained at the same level as end of May, 8.8% (vs. 17.1% at the end of February).


From my SOTP valuation, Investment Ab Kinnevik (KINVB SS) From my SOTP valuation, Investment Ab Kinnevik (KINVB SS) B shares traded at an 14.9% premium to NAV at the end of June (vs a 1.6% discount at the end of February). A shares are trading at a c. 40.1% premium to NAV. Until mid-January, the price difference between A and B shares was rather small. The discount of B shares to A shares began to increase my mid January, now it is c. 29.5%; voting rights count again at Kinnevik. Post the Zalando distribution (together with the Millicom distribution), Kinnevik will transform itself in a listed VC, investing mainly in tech. I find it difficult to justify the current premium to NAV.


Royal Dutch Shell PLC (RDS/B US) “B” shares closed in June in New York at a discount of 3.9% (tightened vs. 5.9% as of end of May) with respect to the Royal Dutch Shell Plc (Adr) (RDS/A US) “A” shares. Trade: LONG RDSB ADR/SHORT RDSA ADR. Target: 2% premium.




Selected European Holdcos and DLCs: June Report

Spain

Euskaltel S.A. operates as a global telecommunication company. The Company offers wireless telephone, internet, television access, and other services. Euskal serves its customers throughout Spain.

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Euskaltel SA (EKT SM)

We Believe Brexit Fears Have Unfairly Driven Down Shares of Most European Communication Stocks

Fears of the impact of Britain's exit from the European Union have pushed down the prices of most European communication stocks. We think this is...

Morningstar, Inc.

Xavier Niel/Iliad: An Offer Shareholders Can't Refuse?

Although the offer will likely receive majority of acceptances, my TP is €190.7, a 4.7% upside to the offer. Market awaits a sweetened bid....

Jesus Rodriguez Aguilar

IFM/Naturgy: New Developments

The shares are highly likely to increase over the adjusted offer price on account of Criteria's purchases. From an event-driven perspective, I...

Jesus Rodriguez Aguilar

MásMóvil/Euskaltel: Deal Progress

Interloper risk seems almost non-existing. The aim of Masmovil is to delist Euskaltel if it reaches over 90% acceptances. Deal should close by mid...

Jesus Rodriguez Aguilar

Selected European Holdcos and DLCs: June Report

Discounts to NAV for our selected European holdcos and DLCs have not shown a clear trend in June. Kinnevik seems a bit overvalued, while Alba and...

Jesus Rodriguez Aguilar

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