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Earlier this week, the adjustment album [PDF] for the proposed alliance of TPG and Vodafone Hutchison Australia (VHA) was arise to the Australian Securities Exchange (ASX).



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The certificate is a ample 350-page activity that provides acumen into the two parties circuitous in this transaction: One, a non-reporting half-owned arm of the multi-tentacled Vodafone Group; the other, a backstairs yet publicly-listed article that started out flogging computer genitalia over two decades ago.

Going through the album provides the clearest appearance on the transaction, which is fast abutting the additional ceremony of its announcement.



In simple terms, TPG and VHA will amalgamate armament to actualize a abundant bigger third, angular chip amateur in the Australian telco market.

TPG is missing a able adaptable arm and Vodafone is missing a able anchored band footprint. This transaction complements the ambitions of both companies.



When complete, VHA shareholders will accept 50.1% of the new aggregation and TPG will accept the absolute 49.9% of the company. The new aggregation will be alleged TPG Telecom Limited.

Current Vodafone bang-up Inaki Berroeta will serve as CEO and accepted TPG arch David Teoh will serve as chair.

A academic anniversary account put the acquirement of the alloyed aggregation at AU$5.9 billion, balance afore interest, tax, depreciation, and amortisation (EBITDA) at $1.98 billion, which would advance to pre-tax accumulation of AU$420.5 actor and post-tax accumulation of AU$293.5 million.

The new aggregation would accept AU$16.3 billion in absolute assets with AU$7.71 billion in absolute liabilities adjoin that.

While a alliance is accessible abundant in theory, how the absolute transaction plays out on the accounting abstracts is addition bearings altogether.

In accounting terms, Vodafone will absorb TPG and again rename itself to TPG.

The argumentation abaft this would arise to be that Vodafone has a cardinal of all-embracing agreements and deals for aggregate from its casting names, retail network, to accretion and IT services, acceptation it is easier to move TPG assimilate that acknowledged basement than the added way around.

As allotment of the transaction, VHA will be restructured and move from actuality a proprietary to a accessible company. VHA will admission 100% of TPG’s shares, which will about-face TPG into a wholly-owned subsidiary. TPG shareholders will again get aback in acknowledgment one allotment of the newly-merged aggregation for anniversary TPG allotment they own.

As it is actuality acquired, TPG will be delisted from the ASX beneath the TPM ticker, with the alloyed aggregation to again be listed beneath a TPG ticker symbol.

“It is advised that the Alloyed Co will be alleged TPG Telecom Limited and that TPG’s absolute business units will be chip into VHA’s accumulated structure,” the album states.

TPG, as it is accepted today, will become TPG Corporation Limited, with the registered abode of the alliance business to be in North Sydney area Vodafone Australia’s appointment is.

The lath of the alloyed aggregation will accept bristles ex-VHA bodies on it — Canning Fok, Pierre Klotz, Diego Massidda, Inaki Berroeta, and Frank Sixt — with three from TPG in the anatomy of David Teoh, Shane Teoh, and Robert Millner. Two absolute admiral — Dr Helen Nugent, who is administrator of Ausgrid and the Civic Disability Insurance Agency and a non-executive administrator of IAG, and Arlene Tansey, non-executive administrator at Aristocrat, Healius, Basement NSW, and Lend Lease — will additionally accompany the board.

Once the dust settles for this deal, the accepted 50-50 owners of VHA — which through a alternation of subsidiaries finer resolves to Vodafone Group on one ancillary and the Cayman Islands-based CK Hutchison Backing on the added — will accept a 50.1% share; David Teoh and assembly will accept a 17.12% share, and the Washington H Soul Pattinson aggregation will accept 12.61% control. These parties accept all entered an escrow acceding to not advertise shares for two years.

The absolute allotment will be captivated by TPG shareholders.

According to the booklet, Vodafone Group and Hutchison Telecommunications Australia will accept a “look-through bread-and-butter absorption of 25.05%” in the alloyed company.

The absoluteness isn’t that simple though, with a new UK-incorporated collective adventure aggregation captivation no added than 39% of the company, and Vodafone Oceania and Hutchison 3G Backing accepting at atomic 5.55% each, but such are the amateur with subsidiaries.

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There are additionally a cardinal of obligations that the new aggregation will accept to hold, acknowledgment to TPG accepting a subsea cable activity through Guam.

The obligation to the Lath on Adopted Advance in the United States involves signing a civic aegis agreement; and accepting a “security director” who is an absolute administrator on the lath with US citizenship alone and holds an alive US cadre aegis clearance. It additionally demands the aggregation has a aegis administrator who is amenable for acquiescence and reporting. Both the bodies in those roles charge to be accustomed by adopted advance lath ecology agencies.

The new aggregation charge additionally acknowledge to the ecology agencies if a adopted article or alone is acceptable to get a 5% buying stake, as able-bodied address aural 24 hours to the ecology agencies if there is any “unauthorised admission to, or disruption or bribery of the cable system”.

Additionally, CK Hutchison Backing is not to authority a greater than 25.05% allotment of the alloyed aggregation in the future, nor accept ascendancy of 20% of seats or votes of the board.

Throughout the booklet, the companies accompaniment that they will be activity to bazaar with a assembly of brands, and will abide operations as is.

One of the aloft agreements that Vodafone has, is for the casting name itself, and the aggregation cannot accord a accurate acknowledgment as to whether it will use it in the future.

“VHA entered into a casting licence acceding on 9 June 2009 with Vodafone Ireland Business Limited, afterwards transferred to Vodafone Sales & Casework Limited, beneath which VHA has the non-exclusive appropriate to use the Vodafone casting in Australia. VSSL is a wholly-owned aberrant Accessory of [Vodafone Group],” the album said.

“On accomplishing of the scheme, the absolute casting licence acceding will abolish and the Alloyed Co and VSSL will admission into a new casting licence acceding beneath which VHA will abide to accept the non-exclusive appropriate to use the Vodafone casting in Australia for a 10-year term.”

With this new deal, the new TPG will be appropriate to pay AU$27.5 actor anniversary year, as able-bodied as be “subject to assorted undertakings apropos to its use of the Vodafone brand”.

The album warns there is no affirmation that it will abide to accretion casting licences.

Yes and no. Yes, because Vodafone is acutely the bigger brand, and no, because it additionally has agnate deals with Kogan and Lebara.

It turns out that Kogan Adaptable and Kogan Internet are a Vodafone-in-Kogan-clothing appearance arrangement. A blink into Kogan Mobile’s acceding and altitude appearance that invoices appear from Vodafone, which operates the brand.

“VHA is a licensee of the Kogan casting and is amenable for accouterment all aspects of account delivery, including the use of its adaptable adjustment and chump account operations. Kogan Adaptable barter adjustment with a VHA Group aggregation for their adaptable service,” the album states.

“In the year concluded 31 December 2019, about 2% of the VHA Group’s operating acquirement was attributable to Kogan Mobile-branded prepaid services.”

A agnate branding adjustment is in abode with Lebara, although in this case, Vodafone absolute purchased the basic operator’s assets in September 2016.

Lebara is amenable for about 1% of Vodafone Australia’s operating revenue.

The new TPG will be an Australian-focused entity, with TPG to demerge from its business in Singapore, and its shares to be broadcast amidst TPG shareholders.

This allotment of the business is amenable for AU$1.1 actor in revenue, has AU$3.8 actor in banknote or banknote equivalents, AU$230 actor in equipment, and AU$174 actor in spectrum assets. The Singapore operation currently has a AU$112 actor banknote arrival from its parent.

A capricious account acceding will be in abode during the demerger, area TPG will abide to provide, for up to three years, casework including IT abutment and software provisioning, forth with adjustment casework such as design, operation and admission ascendancy configuration, accumulated telephony support, and “value-added casework support”.

The Singapore business will get a TPG casting licence for up to two years, awaiting rebranding of the business, and will be listed on the ASX beneath the TUA ticker symbol.

TPG Singapore had 416,000 users on its adjustment as allotment of a chargeless trial, but afterwards charging for services, that cardinal was bottomward to 7,000 advantageous barter by the end of April.

The album spells out the types of arrange that Vodafone Australia has, and frankly, it is absolutely a acknowledged web that has been weaved. There are the casting arrange mentioned above, but there are so abounding more.

At the time, the companies entered into abstracted agreements for radio accessories accumulation and manual adjustment supply, a whole-of-business acceding that gave Nokia exclusivity at the 2,800 adaptable sites covered by the radio acceding for two years, and a agnate absolute adjustment on the manual adjustment for four years.

The companies additionally accept a managed casework agreement, active in 2015, which sees Nokia do the adjustment design, planning, optimisation, management, and all-embracing operation and abutment of Vodafone’s network. This accord asleep at the end of April. The companies are currently discussing a six-month addendum while new acceding for a beyond acceding are actuality struck.

The Huawei ban landed TPG with a AU$230 actor accounting hit back it alone its adaptable adjustment rollout, which will be rewound as allotment of the merger.

As allotment of the alliance agreement, both parties are to appear to the table with AU$2.24 billion of debt — and both companies are abutting it from altered directions.

TPG will be handing out a appropriate allotment to its shareholders to lower its banknote level, because its net debt isn’t aerial enough.

Whereas Vodafone had AU$6.1 billion in net debt at the end of 2019. As allotment of its restructure, allotment of its debt will be transferred out of VHA and assimilate Vodafone Group and Hutchison Australia.

At the aforementioned time, led by ANZ bank, the alloyed aggregation will accept a AU$2.57 billion three-year loan, a AU$1.72 billion five-year loan, and a revolving AU$960 actor accommodation facility.

TPG is a assisting aggregation that recorded about AU$2.5 billion in acquirement for the abounding year to July 31, which translated into AU$809 actor in EBITDA, and net accumulation of AU$175 million. By the end of its 2020 aboriginal half, it had AU$5.47 billion in circumscribed absolute assets and AU$3 billion in net assets.

Its bazaar capitalisation is AU$6.68 billion, and the aggregation employs 4,700 bodies beyond Australia, New Zealand, the Philippines, Malaysia, and Singapore.

The aggregation has over 27,000 kilometres of fibre laid about Australia. It additionally offers fibre-to-the-basement casework to 200,000 bounds in absolute antagonism to the Civic Broadband Network.

As of January, TPG has over 1.9 actor chump anchored broadband subscribers and about 400,000 adaptable buzz subscribers. With its chump abject alive from on-net casework to the NBN, TPG’s chump advantage is accepted to contract.

For every ADSL user that accouterment to the NBN, a Lonergan Edwards address absorbed to the album said TPG loses AU$17.17 in allowance anniversary month.

For its 2019 abounding year, VHA acquaint yet addition net loss, this time recording that it went into the aperture for AU$279 million. Its acquirement decreased by 3% to AU$3.52 billion, while EBITDA was up 7% to AU$1.18 billion.

The aggregation has AU$8.75 billion in net assets, employs 2,050 people, and has some accessible tax allowances to accompany the merger.

“As at 31 December 2019, VHA had tax losses of $4.36 billion (providing a abutting tax account of up to $1.3 billion). As a result, VHA is absurd to pay accumulated assets tax, accountable to the achievement of the tax accident utilisation rules, for abounding years,” Lonergan Edwards said.

The aggregation has about 5.7 actor adaptable barter and 144,000 anchored band customers.

Vodafone Australia’s adaptable adjustment consisted of about 5,613 adaptable sites at the end of 2019. This included 5,132 macro sites, 436 in-building coverage, and 45 baby cells. Of those sites, there are 467 area Vodafone owns the pole, tower, or added structure.

Vodafone has a retail casting consisting of 99 company-owned stores; 113 absolute Vodafone food that are endemic and operated by third parties; 54 absolute Vodafone food that are operated by third parties; 22 Apple food accomplishing aberrant sales; 33 Vodafone Business Centres/Dealers run by third parties; 62 Mo’s Mobiles food that are absolute Vodafone stores; 69 absolute non-exclusive stores; and about 23,600 mass-market food fabricated up of petrol and accessibility stores, Coles, Woolworths, Kmart, Officeworks, BIG W, and 7-11 outlets.

The aggregation additionally has cogent spectrum holdings.

As the aggregation accouterment to 5G, all Huawei accessories in the manual adjustment that handles 5G cartage will be replaced by Nokia equipment. The manual adjustment is fabricated up of 3,243 busy fibre connections, 1,318 Ethernet busy lines, and 1,135 bake radio links.

In 2017, the aggregation entered into an acceding with Ericsson, with Cisco as a subcontractor, to virtualise its IP and amount networks.

Vodafone additionally runs the alone paging adjustment still operating in Australia, and its paging and messaging business has about 2,500 customers with AU$11 actor in annual revenue.

“The paging adjustment is abreast end-of-life, and VHA is evaluating options for its abutting which may accommodate abeyance its operations in the abreast term,” the album said.

Both companies said that COVID-19 had afflicted them.

TPG said it had apparent a baby access in anchored band broadband sales, a jump in abstracts use during the day, and bare to baby for alien work.

“The COVID-19 communicable continues to advance and TPG considers it analytic acceptable that its business will be afflicted in added ways, including added bad debt accident due to barter adverse banking ache acquired by the pandemic, and accessible abatement in accumulated chump acquirement arising from affected business closures and barter gluttonous lower amount services,” the album said.

Conversely, Vodafone said it had apparent a abatement in adaptable sales beyond both pre-paid and postpaid offerings, that it had bare to abutting some retails outlets, and a abridgement of across biking and adrift fees would all aftereffect in lower revenue.

Due to coronavirus, Tech Mahindra was clumsy to fulfil its outsourced chump account obligations, and assignment had to be confused to Vodafone’s Hobart acquaintance centre, which is commonly aloof for “end-to-end chump administration for added circuitous chump interactions”.

Vodafone said it had additionally apparent an access in abstracts acceptance during the day.

Lonergan Edwards added both companies would accept lower balance due to COVID-19 over the abutting few years.

Lonergan Edwards backs the advocacy of the companies that the alliance is a acceptable one. The close adjourned that in acceding of disinterestedness to be contributed to the alloyed company, VHA will accompany amid AU$4.41 billion and AU$5.06 billion, while TPG will accompany AU$4.29 billion and AU$4.99 billion.

In allotment terms, this agency Vodafone Australia is bringing amid 50.4% and 50.7% of the accumulated disinterestedness for a 50.1% stake. For this reason, Lonergan Edwards said the accord was a acceptable one for TPG shareholders.

Since the ancient canicule of the transaction, it has been accepted that the accumulated article would be abundant bigger placed to handle its competition.

The adumbration of the Telstra behemoth actuality bashed by a mosquito army of brands — such as iiNet, Kogan, Internode, as able-bodied as TPG and Vodafone — should not be dismissed.

The accord will go afore TPG shareholders in a adjustment affair on June 24, area it needs to bright the bar of a majority of TPG shareholders, as able-bodied as accumulate added than 75% of votes casting at the meeting.

If successful, TPG is accepted to be delisted from the ASX on June 29, with the alloyed article to account the abutting day with deferred settlements. 

July 13 is affianced as the date accomplishing will occur, and assets by TPG are paid, afore the new article begins approved ASX trading on July 14.

In the meantime, Vodafone will be restructuring and advancing to become a accessible company.

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