Annual Report 2021

Excellent 2021 performance is a strong first step of the .Grow strategy execution

orange_key achievements orange_key achievements

THE BUSINESS CASE: FiberCo

In 2021, we signed an agreement to sell a 50% stake in a joint venture company operating under the name Światłowód Inwestycje (FiberCo) which will build fibre infrastructure and offer wholesale access services based on FTTH technology. By 2025 FiberCo will aim to build fibre network reaching 1.7m households located mainly in low- and mid-competition areas. Meanwhile, Orange Polska has contributed 0.7 million households of its current fibre footprint to the project. So in total, FiberCo will operate fibre network to 2.4 million households, being the largest fibre wholesale operator in Poland. The joint venture will operate in an open access model, providing wholesale access to its fibre network to Orange Polska and other interested operators. The transaction valued Światłowód Inwestycje at PLN 2,748 million (on a debt-free, cash-free basis). Orange Polska sold a 50% stake in the joint venture to APG for a total consideration of PLN 1,374 million.

Fibre rollout was a key element of our previous strategy and was instrumental to the success of our turnaround. We delivered on our ambition to have 5 million households within reach. But we wanted to expand this footprint further – especially as we have seen a big customer demand and we were satisfied with the rate of return realised so far.

While the centres of big cities are well covered, usually with a few competing infrastructures, there are plenty of areas in Poland that rely only on inferior copper technologies and wireless for fixed access. In the new fibre project our aim was to primarily address these undersupplied areas of smaller cities and outskirts of big cities where demand is high and infrastructure weak.

We concluded that the open access model was optimal to pursue rollout in low- and mid-competition areas. It allows us to maximise customer take-up in both wholesale and retail and to prevent potential overbuild by other infrastructure providers. In addition, we saw an active interest in the telecom industry of funds ready to invest for a very long term in infrastructure projects.

In a transparent and competitive process we selected APG as the best partner for the joint venture. Equally important was selection of financing banks. The debt facility covers more than 80% of the total network rollout capex estimated at PLN 3 billion until 2025. The financing was provided at no recourse to Orange Polska.

Important to the negotiations were agreements detailing co-operation between Orange Polska and the JV. Orange Polska is a natural anchor tenant for S-I services (but there is no commitment from the Company regarding any minimum purchase of services) and the key industrial partner. The latter is quite natural as we have been building fibre for the previous six years and we are by far the most experienced in this area in Poland. This covers not only technical aspects but also equally important know-how regarding dealing with local authorities, infrastructure owners and different legal bodies. We guarantee network construction within a fixed budget.

Preparation and implementation of this very complex and transformational start-up-like project involved a lot of different Orange Polska teams, who were highly motivated to deliver its success.

The project is highly beneficial to Orange Polska for many reasons.

First and foremost, it fulfils our main goal, which is securing the future fibre rollout that is so vital to our commercial strategy. By 2025 we will have access to additional 1.7 million households for our services based on fibre in highly attractive areas.

Secondly, as this rollout will take place outside of our balance sheet we will be able to simultaneously continue increasing our fibre reach and executing projects in other areas without increasing total capex spent.

Finally, attractive transaction terms (proceeds of almost PLN 1.4 billion of which 2/3 was received on closing) reveal the underlying value of our infrastructure assets and significantly strengthen our balance sheet. And the transaction has also an important social aspect. It will significantly contribute to the development of digital infrastructure of the country and will fight digital exclusion.

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