Telco puzzles in 2015
Transcription
Telco puzzles in 2015
FUNDAMENTAL INSIGHT Poland | Telecom Services | 11-December-2014 Polish Telecoms Telco puzzles in 2015 As we move into 2015 we believe the Polish telco market is in a very interesting yet complicated situation – a puzzle to be worked out, we would say. Some important events like the LTE auction, deregulation of the fixed-broadband market, ongoing competitive pressure in B2C/B2B all seem to be happening at the same time. On top of this we also have potential M&A. This could all reshape the market in terms of its players and products. Overall, we expect the telco market to intensify its convergence path with more and more integration of payTV into telco services and the other way around. We see a potential additional competitive threat from cableTV expanding to quad-play with mobile services. The spectrum auction is undoubtedly the crucial element for 1H15 where we lift our LTE budget for OPL and CPS to PLN 1.4bn (vs PLN 900m). Cyfrowy Polsat remains our sector top-pick (BUY, FV increased 7.4% to PLN 29.1) thanks to its convergent attractive offer coupled with substantial cost synergies potential. We downgrade Orange Polska from BUY to SELL (FV lowered 26% to PLN 8.0) on the back of higher FTTx capex and LTE budget which triggers a 2015E DPS cut to PLN 0.3. We keep a NEUTRAL on Netia (FV PLN 5.6). Spectrum auction is undoubtedly the most crucial element in the mobile broadband market, which shoud be the fastest-growing telco segment going forward. NetNet’s appearance came as the biggest surprise. We see a few different scenarios but our base case is OPL and Polkomtel buying 2 800MHz blocks and 4 2600MHz spending PLN 1.4bn and T-Mobile buying one 800Mhz block and 4 2600MHz spending PLN 600m. Cyfrowy Polsat BUY 18% upside Fair Value Bloomberg ticker Share Price Market Capitalisation Free Float PLN 29.10 CPS PW PLN 24.71 PLN 15,803.18m 26% Orange Polska SELL 11% downside Fair Value Bloomberg ticker Share Price Market Capitalisation Free Float PLN 8.00 OPL PW PLN 9.00 PLN 11,811.22m 49% Netia NEUTRAL 1% downside Fair Value Bloomberg ticker Share Price Market Capitalisation Free Float PLN 5.60 NET PW PLN 5.65 PLN 1,965.64m 100% All share price data as at close on 9-Dec-2014 Source: BESI Research, Company Data, Bloomberg Dividends: As a result of raising our forecast spectrum budget for OPL and believing it will invest in FTTx, we expect OPL to cut the DPS paid in 2015E to PLN 0.3 (vs DPS PLN 0.5 before). Due to high leverage and debt covenants, Cyfrowy Polsat will not pay a div in 2015. M&A: TK Telekom has started its privatisation process and based on the company’s forecasts we calculate a PLN 250m valuation (giving a 14E EV/EBITDA 5.0x). Given Netia announced the split of its network into B2B and B2C in its latest strategy, we think a spin off of either its B2C or B2B asset could be an option for Netia to consider. The outcome of the widely discussed Vodafone and Liberty Global possible deal could have consequences for the Polish telco market depending on whether Vodafone stays or exits Poland. Competition: We expect ongoing price pressure in mobile B2B especially in SOHO on the back of repricing to unlimited voice tariffs and some pressure on fixed tariffs related to the integration of GTS in T-Mobile. In B2C, the market offer should be focused on plans with a bundled mobile broadband service. A price war in the mobile broadband market is not our base case scenario, although we cannot rule it out given the growing client base and data usage. We expect CPS to push its SmartDOM offer heavily, while we expect OPL to launch a FTTx upgrade to defend its commercial offer against the likely scenario of cableTV going quad-play. Deregulation of fixed-broadband: In our view, on the back of the success of the pilot offer in Warsaw, Orange will likely roll out FTTX in deregulated districts to offer convergent and competitive offers to CableTV, helping defend its mobile base. We expect a 500k HP upgrade in 2015/16E with PLN 320m incremental capex and PLN 250m pa subsequently. Analysts Konrad Ksiezopolski +48 22 347 4074 kksiezopolski@espiritosantoib.pl Banco Espírito Santo de Investimento, S.A. – Warsaw Branch Poland 59 Zlota Street, 00-120 Warsaw Andrew Hogley +44 20 7456 1652 andrew.hogley@espiritosantoib.co.uk Execution Noble Ltd Nuno Matias +351 21 330 2133 nmatias@espiritosantoib.pt Banco Espírito Santo de Investimento, S.A. Miguel Borrega +351 21 330 2173 mborrega@espiritosantoib.pt Banco Espírito Santo de Investimento, S.A. NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA (v1.0.8.0) Spectrum auction 24th November at 3pm was the deadline for submitting offers and denoted the legal launch of the LTE spectrum auction in Poland. In total, there were six bidders: Orange Polska, Polkomtel, T-Mobile, P4, Emitel and NetNet. The participation of all mobile operators was practically a foregone conclusion and Emitel was also widely expected but NetNet throwing its hat into the ring came as a big surprise. According to the National Legal Registry (KRS), NetNet was set up on 29th January 2014 and the current President and sole owner is Szymon Ruta, a son of Heronim Ruta who is a very close business partner of Zygmunt Zolorz-Zak (owner of Cyfrowy Polsat and Midas) and the second biggest shareholder of Cyfrowy Polsat with an 8.3% stake in shares and 9.3% in votes. The legal address of NetNet is the same as Midas, controlled by Zygmunt Solorz-Zak. Hence, although NetNet is not part of the Solorz capital group, there are some indirect connections. The formal process of the LTE auction has now started and the Polish Telco Regulator (UKE) will analyse the submitted offers. In January it will most likely start to test the auction procedures and the IT systems (as the auction will be conducted through the internet). Orange Poland and Cyfrowy Polsat say they expect the real auction to start sometime in February and last a month or two with potential cash payments and spectrum allocation in April – May 2015. However, we think this is an optimistic scenario as it assumes no legal objections from anyone and both OPL and CPS say they believe that legal actions are very likely. Owing to the twists and turns an auction process may take, we have decided to focus on potential scenarios with potential spectrum budgets based on international examples. In the last report on Polish Telecoms, we maintained a LTE spectrum budget for OPL and CPS at PLN 900m each. However, given the very fast growing mobile data consumption (shown in Midas’ 3Q14 results) and more than expected participants in the spectrum race, we have decided to lift our expected LTE spectrum budget for OPL and CPS to PLN 1.4bn. For OPL, our raised LTE spectrum budget, combined with higher targeted 2015E/16E capex to PLN 2.2bn due to a FTTx rollout in deregulated districts and ongoing EBITDA pressure leads us to cut the dividend in 2015E to DPS 0.3 (from DPS PLN 0.5 before). Our financial forecasts imply net debt/EBITDA at 1.56x in 2015E and 1.51x in 2016E. LTE spectrum - international examples The auction strategies of its participants and the final price paid for 800&2600MHz are obviously still unknown. We look at international examples to at least suggest a hypothetical level of spectrum budgets. We have carried out an in-depth study of spectrum auctions in 800/900/1800/2600MHz that have happened in Europe. Below we have charts summarising the results. Most of the auctions in the last few years were for 4G (LTE) spectrum, i.e. 800MHz spectrum, 2.6GHz spectrum, or a mixture of the two. A number of auctions have however also included the renewal of 2G and 3G spectrum. Of these the most notable were the October 2013 auction in Austria and the December 2012 auction in The Netherlands. Renewals also formed a significant component of auctions in Greece, Ireland and Italy. It is notable that the auctions that included the renewal of 2G spectrum resulted in a materially higher price than the auctions for 4G spectrum. Page 2 of 39 Figure 1 Spectrum costs versus frequency for recent European auctions by market 3,000 Austria Weighted average frequency (MHz) Belgium Czech 2,500 Denmark Finland France 2,000 Germany Greece Hungary 1,500 Ireland Italy Netherlands 1,000 Norway Poland Portugal 500 Romania Spain Sweden 0 0.00 0.20 0.40 0.60 0.80 Price per MHz per pop (EUR) 1.00 Switzerland UK Source: BESI Research Our analysis shows that 800MHz spectrum has been the most expensive yielding on average EUR 0.5 per MHZ per capita while the 2600MHz spectrum on average cost EUR 0.15 per MHZ per capita. Figure 2 Average cost depending on spectrum band Weighted average frequency (MHz) 3,000 2,500 2,000 800 900 1,500 1800 2100 2600 1,000 Trend Log. (Trend) 500 0 0.00 0.20 0.40 0.60 0.80 Price per MHz per pop (EUR) 1.00 Source: BESI Research In the figure below, we have classified spectrum auctions in descending order with the spots showing the weighted average frequency acquired. The chart shows that the higher cost of spectrum auction per MHz per capita the lower weighted average frequency (meaning that telcos acquired more spectrum in lower spectrum scale 800/900MHz than 2100/2600MHz). Page 3 of 39 Price per MHz per pop (Euro) 0.900 0.000 3,000 0.800 0.700 2,500 0.600 0.500 2,000 0.400 1,500 0.300 1,000 0.200 0.100 500 Price per MHz per pop (Euro) 0 Weighted average frequency (MHz) Figure 4 Austria - Oct 13 Netherlands - Dec 12 France - Dec 11 Greece - Oct 14 Belgium - Oct 13 Ireland - Nov 12 Greece - Nov 11 Italy - Sep 11 Poland - Jun 13 Sweden - Mar 11 Finland - Oct 13 Denmark - Jun 12 Norway - Dec 13 Sweden - Oct 11 Switzerland - Feb 12 Germany - May 10 Czech - Nov 13 UK - Feb 13 Sweden - May 08 Spain - Jul 2011 Portugal - Nov 11 Hungary - Sep 14 Denmark - May 10 Romania - Sep 12 Spain - Nov 11 France - Sep 11 Spain - May 11 Belgium - Oct 11 Greece - Oct 14 Norway - Nov 07 Austria - Oct 10 Greece - Oct 14 Finland - Nov 09 Netherlands - Apr 10 Price per MHz per pop (Euro) Price per MHz per pop (Euro) 3,000 1.00 2,500 0.80 2,000 0.60 1,500 0.40 1,000 0.20 500 0.00 0 Weighted average frequency (MHz) 1.20 Netherlands - Vodafone Austria - Telekom Austria Austria - Deutsche Telekom France - SFR Netherlands - KPN Austria - Three France - Orange Ireland - Eircom Netherlands - Tele2 Greece - Wind UK - Telefonica (O2) Belgium - Belgacom Belgium - Mobistar Belgium - KPN (BASE) France - Bouygues Ireland - Vodafone Ireland - O2 Netherlands - Deutsche Telekom UK - Three Switzerland - Sunrise Poland - T-Mobile Sweden - TeliaSonera Italy - Telecom Italia Italy - Vodafone Greece - Vodafone Spain - Telefonica Finland - TeliaSonera Sweden - Net4Mobility Italy - Wind Greece - Cosmote Denmark - TDC Finland - DNA Finland - Elisa Norway - TeliaSonera Poland - P4 Spain - Orange Sweden - Telenor/Tele2 Romania - RCS & RDS Norway - Telco Data Germany - Vodafone Sweden - TeliaSonera Sweden - Three Germany - Telefonica (O2) Germany - T-Mobile Norway - Telenor Sweden - TeliaSonera Sweden - Tele2 Sweden - Three Czech Republic - Vodafone Sweden - Telenor Denmark - TDC Switzerland - Swisscom Spain - Telefonica Czech Republic - Telefonica Czech Republic - T-Mobile UK - Vodafone Spain - Orange Denmark - TeliaSonera Portugal - Optimus Portugal - Oi (TMN) Denmark - Telenor Spain - Vodafone Portugal - Vodafone UK - EE Switzerland - Orange Romania - Vodafone Denmark - TT-Netværket Romania - Orange France - Iliad Romania - Cosmote RMT France - Orange France - Bouygues France - SFR UK - BT Group Germany - KPN (E-Plus) Belgium - Belgacom Belgium - Mobistar Belgium - KPN (BASE) Sweden - Intel Capital Austria - Deutsche Telekom Norway - Telenor Spain - Yoigo Austria - Telekom Austria Austria - Orange Austria - Three Romania - 2K Telecom Spain - Vodafone Spain - Orange Finland - Pirkanmaan Verkko Denmark - Three Finland - DNA Finland - Elisa Finland - TeliaSonera Netherlands - KPN Netherlands - Ziggo Netherlands - T-Mobile Netherlands - Vodafone Netherlands - Tele2 Figure 3 Spectrum costs in EUR per MHZ per capita by operators Source: BESI Research Weighted average frequency (MHz) In the figure below, we have the same spectrum data but by country. Spectrum costs in EUR per MHZ per capita by country Weighted average frequency (MHz) Source: BESI Research Apart from rebasing the price paid for spectrum to the per capita factor, we believe it is important to compare the level of ARPU generated in the mobile segment. We believe a fair assessment here would be that the higher ARPU generated the higher prices operators are able to pay for spectrum (as ARPU level corresponds to the payback period on spectrum outlay). As the upcoming spectrum auction will be fully dedicated to the development of mobile broadband services, it is worth comparing the pricing of commercial offers on mobile broadband services. As can be seen in the chart below, Poland has the lowest pricing of mobile broadband services in every monthly download limit category. In our view, when looking at potential auction pricing one has to bear this in mind in addition to examples of spectrum pricing per MHz per capita that we show above. Page 4 of 39 Figure 5 Pricing of mobile broadband commercial offers, EUR/GB 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 Poland up to 5GB/m Austria Hungary 5-10GB/m Czech Rep. 10-20GB/m Slovakia 20-30GB/m Source: BESI Research, Company Data Possible LTE spectrum scenarios Scenario 1. Each participant has applied for the max amount of available frequency (2 5MHz paired blocks in 800MHz and 4 5MHz paired blocks in 2600MHz). This scenario makes sense as any operator acting alone in the future will need 2 5MHz blocks to effectively provide a good quality service and have enough spectrum to form alliances with network sharing formed of 3 5MHz duplex blocks. In this scenario price escalation looks very possible. Of course when working out total spectrum budgets P4, Emitel and NetNet will need to bear in mind that apart from spectrum fees they will need to include capex for postauction obligations (network coverage) in their business plans which P4 estimated at ca. PLN 600m. Scenario 2. In this scenario we assume Emitel and NetNet are passive bidders and exit the race when the price rises above 175% of the opening price (as this will need to be followed up by an increased deposit). In this scenario we assume Orange Polska buys 2 5MHz 800MHz blocks, T-Mobile 1 5MHz 800MHz block to be merged into 3 shared blocks and Polkomtel buys 2 5MHz 800MHz blocks. In this scenario we would assume final price 100%+ above the initial budget at PLN 3.2-3.4bn, which would imply a price per MHZ per capita of ca. EUR 0.10.15. This is our base case scenario. Scenario 3. In this scenario, we would assume Orange Polska bids for 2 5MHz 800Mhz blocks (plus 4 5MHz 2600MHz blocks), T-Mobile for 1 5MHz 800Mhz block (plus 4 5MHz 2600MHz), Polkomtel bids for 1 5MHz 800MHz block and NetNet bids for 1 5MHz 800MHz block. Scenario 4. In this scenario, we assume Orange Polska bids for 2 5MHz 800Mhz blocks (plus 4 5MHz 2600MHz), T-Mobile bids for 1 5MHz 800MHz block (plus 4 5MHz 2600MHz), and Emitel bids for 2 5MHz 800MHz blocks. Our view We maintain our view that P4 (Play mobile operator) may not compete as aggressively on 800MHz as in 1800MHz due to the post acquisition obligation to cover 100% within 48 months of the auction. 100% nationwide coverage does not fit with P4’s strategy focusing on mid-/big-size cities. However, we believe it is reasonable to expect P4 may bid for some 2600MHz blocks which are capacity spectrum suitable for high density areas. Page 5 of 39 Due to losing the spectrum battle for 1800MHz frequency, we expect Orange Polska to be the most determined to acquire the full 2 5MHz 800Mhz blocks and 4 5MHz 2600MHz blocks. T-Mobile, together with Orange Polska, will likely fight to acquire 1 5Mhz 800MHz block in order to combine it in network sharing with 15MHz 800MHz and would also likely want to buy some 2600MHz blocks in order to increase its capacity network in big cities. Emitel and NetNet are the biggest unknowns. The former is a B2B infrastructure asset with a nationwide network but designed for transmitting a TV signal. Fulfilling the post-auction obligation means it would need incremental roll-out capex. This could make the business case tricky as Emitel does not have a retail client base to sell data packs to. However perhaps a network roll-out is not needed if Emitel signs a leasing agreement with the existing operator with telco infrastructure like Midas for example. NetNet is an entity with some indirect connections with Solorz group. We believe there are two possible scenarios why NetNet is in the race: either to diversify risk in spectrum acquisition (less aggressive scenario) or to bid for the full spectrum pack together with Polkomtel. If this happens than market competition (Orange Polska, T-Mobile and P4) is blocked from the 800MHz spectrum and they would need to lease it in the future. In our base case scenario, we expect the distribution of remaining 2 5MHz 800MHz to Polkomtel but a split between Polkomtel and NetNet is also possible. If this happens Polkomtel would save PLN 700m on its spectrum budget (ca. PLN 1/sh). 800&2600MHz auction – the rules The main 800&2600MHz LTE spectrum auction details are as follows: 800 MHz frequency bundle is divided into 5 duplex 5MHz frequency ranges (10MHz), while the 2.6 GHz frequency is divided into 14 duplex 5MHz bands (10MHz). The starting price for each 800MHz block (duplex 5MHz) is set at PLN 250m while for the 2600Mhz block (duplex 5MHz) it is PLN 25m. This implies a total starting budget for the spectrum auction of PLN 1.6bn. (5 x PLN 250m + 14 x PLN 25m = PLN 1.6bn). The government commented at the beginning of the process in Autumn 2013 that it expects LTE spectrum proceeds to total ca. PLN 2.5bn, 56% above the starting budget of PLN 1.6bn, but there have been no updates since then. When submitting a bid, each auction participant will need to pay a guarantee valued at PLN 6m for each 5MHz block in 800MHz and PLN 2m for each 5MHz block in 2600MHz. It means that if the entity bids the max amount in the 800&2600MHz blocks, it will need to pay a PLN 20m guarantee. In the auction process, if the total price of auctioned blocks exceeds PLN 2bn or PLN 2.8bn (25% and 75% higher than the starting price), each entity will need to pay a deposit worth 25% of the total value of auctioned frequencies. Entities have 5 working days to pay a deposit, if not they are excluded from the auction. To give an example, a company bidding for two 800MHz blocks and four 2600MHz will need to pay PLN 187m or a PLN 263m deposit if auctioned prices exceed 25% and 75% of the starting budget. Each competing entity will be entitled to no more than two frequency bands in the 800 MHz range and four frequencies in the 2.6GHz range. The UKE will allow winning entities to share LTE networks but with no more than 3x5MHz duplex. Note that each entity can buy up to two duplex 5MHz. Winning entities will be entitled to use frequencies for a period of 15 years from the time of the award. Page 6 of 39 Auction winners will be obliged to start using the allocated frequencies and offer commercial services within 12 (800 MHz) or 36 (2.6 GHz) months of the allocation. Additionally, winning entities in the 800 MHz tender will be obliged to extend their coverage area to 90% of the municipalities (so-called ‘white spots’ with low population density) indicated by UKE in the auction documentation. The frequencies offered during the auction may be used primarily to offer mobile broadband data transmission services, such as LTE. Below we show the current spectrum allocation: Figure 6 Spectrum allocation 800&900&1800&2100&2600MHz Figure 7 Spectrum allocation (%)– 800&900&1800&2100&2600MHz 100% 120 90% 100 80% 70% 80 60% 50% 60 40% 40 30% 20% 20 10% 0% 0 Orange 2600MHz T-Mobile Play 2100MHz Solorz Group 1800MHz Sferia 900MHz 800MHz Source: UKE Figure 8 Orange Unused 2600MHz T-Mobile Play 2100MHz Solorz Group 1800MHz Sferia 900MHz Unused 800MHz Source: UKE Spectrum allocation (MHz) – 800&900&1800&2100&2600MHz Figure 9 Spectrum allocation (%)– 800&900&1800&2100&2600MHz 100% 140 90% 120 80% 100 70% 60% 80 50% 60 40% 30% 40 20% 20 10% 0 0% 800MHz Unused Source: UKE 900MHz Sferia 1800MHz Solorz Group 2100MHz Play T-Mobile 800MHz 2600MHz Unused Orange 900MHz Sferia 1800MHz Solorz Group 2100MHz Play T-Mobile 2600MHz Orange Source: UKE Page 7 of 39 Figure 10 90% coverage obligation on 800 & 2600MHz spectrum auction Population No of districts No of habitants % habitants Area [km2] % area 90% coverage Districts below 20k pop 1 242 9 235 038 24% 180 246 58% 24 months Districts >20k & <30k pop 1 053 11 218 849 29% 115 322 37% 36 months 91 3 501 867 9% 8 246 3% 48 months Total pop <30k & <50k pop 2 386 23 955 754 62% 303 814 97% Poland total 2 479 38 533 299 100% 312 679 100% District >30k & <50k pop Source: Espirito Santo Investment Bank Research, UKE, red – municipalities below 20k habitants, yellow –municipalities with habitants above 20k but below 30k, blue – municipalities with habitants above 30k but below 50k. Figure 11 Play – current LTE coverage Source: Espirito Santo Investment Bank Research, Play, December 2014 Figure 12 Orange – current LTE coverage Source: Espirito Santo Investment Bank Research, Orange, December 2014 Page 8 of 39 Figure 13 T-Mobile – current LTE coverage Figure 14 Polkomtel – LTE coverage Source: Espirito Santo Investment Bank Research, Company Data, December 2014 Source: Espirito Santo Investment Bank Research, Company Data, December 2014 Upcoming 800&2600MHz auction is not the end of the world . . . there is some frequency hidden in the second digital dividend The upcoming 800&2600MHz is rightly commented upon as very important as it will set the scene, power and competitive advantage in terms of LTE technology and mobile broadband services which should be the fastest growing among telco services going forward. However, one has to remember that the current 800&2600MHz spectrum allocation is not over in terms of potential frequencies available for distribution. There is also the so-called 700Mhz frequency band which is currently used for terrestrial TV (radiodiffusion) or for aerial radio navigation or other mobile services like signal for remote microphones. Figure 15 Current usage of 700MHz frequency Band 686-734 MHz 734-750MHz 750-790MHz Predestination Radiodiffusion Mobile Aerial radio navigation Radiodiffusion Mobile Radiodiffusion Mobile Usage Civil Civil Governmental Civil Civil Civil Civil Source: UKE Meaningful discussion about the potential allocation of 700MHz (second digital dividend) has not started yet as Poland has not yet finished distribution of the first digital dividend (800&2600MHz). However various scenarios have already been presented by UKE like: - Keep 700Mhz for the radio diffusion purpose which will give the ability to set up more TV channels on DTT (digital terrestrial TV) in the HD standard, the implementation of 3D TV or other interactive TV services, - Dedicate 700MHz to telecoms which will have to use it for development of mobile data transmission services. This is a similar scenario to the spectrum allocation within the first digital dividend (800MHz), - Co-usage of 700MHz – current broadcasters and mobile broadband telco operators will co-use spectrum according to the technical rules and geographical separation, Page 9 of 39 - Convergence, which would mean that 700Mhz would be dedicated to combined telecom (data transmission) and multimedia services (TV content, interactive services etc). As discussion has not started yet, it is hard to predict which scenario will be the leading one. However, given that data consumption will grow further and the already fragmented TV market has many thematic channels, we would expect the telco industry to push for 700MHz spectrum allocation for mobile data transmission while TV broadcasters keep their existing number of DTT TV channels and upgrade them to HD, 3D or use them for other interactive services. An example comes from France, where President Francois Hollande reportedly announced that the telecoms regulator ARCEP (Autorite de Regulation des Communications Electroniques et des Postes) will start the process of auctioning frequencies in the 700MHz band for telecoms services in 2015 (source: Telegeography.com). Addressing previously expressed concerns of Digital Terrestrial Television (DTT) broadcasters that the allocation would interfere with plans to migrate the DTT platform to MPEG-4 AVC by 2015 and DVB-T2 by 2023, President Hollande said that France needed an audiovisual sector that could broadcast broadly, effectively and securely, adding: ‘This is the objective of transferring the 700MHz band to the telecom sector. The state will ensure that the available resources are guaranteed for broadcasting.’ As such, according to Telegeography.com ARCEP is expected to launch a tender for the 700MHz spectrum band in November 2015, with projections that the auction could generate up to EUR 3bn for the treasury. Deregulation of the fixed-broadband market On 7th October 2014, the UKE deregulated “Market 5”, which represents the fixed-broadband market in 76 local districts, from the BSA service, including Warsaw, Lodz, Szczecin, Bydgoszcz, Katowice and Lublin (detailed map of regulated and deregulated districts in the figure below). 76 districts cover 24% of the Polish population (ca. 9.2m) with ca. 3.9 households. The main benefit of deregulation is that Orange Polska will be able to use different pricing for its internet service and also will not have to offer a wholesale access service. UKE says it expects that deregulation will lift investment on network upgrades and increase competition. After deregulation of 76 districts, existing players using Orange Polska’s telco infrastructure would have 24 months to migrate either to their own telco network or LLU. At the end of 3Q14, the total BSA base amounted to 295k (of which 247k pertained to Netia). Page 10 of 39 Figure 16 Deregulated 76 districts in Poland (marked in white) Source: BESI Research, Company Data, UKE, GUS In the 76 deregulated districts HFC (CableTV) technology is dominant (55%), followed by xDSL with 31%, Ethernet with 12% and FTTx with only 2%. When we look at access technology for the regulated Market 5 we see xDSL is dominant with a 67% share followed by HFC with 23%. Figure 17 Access technology used in 76 deregulated districts Figure 18 Access technology used in the not-deregulated districts others, 1% others, 2% Ethernet, 9% Ethernet, 12% HFC, 23% xDSL, 31% Source: BESI Research, Company Data, UKE HFC (CableTV), 55% xDSL, 67% Source: BESI Research, Company Data, UKE Access technology between regulated and deregulated districts determines average internet speeds. In deregulated districts 58% of users have internet speed below 10MB/s versus 78% in regulated areas. Density determines quality of offered services; high density areas are the natural business ground of CableTV which on average offers better quality services versus regulated areas which cover low density areas sometimes so-called “white spots” where telco infrastructure is of low quality. Page 11 of 39 Figure 19 Internet speed on deregulated districts 30MB/s 100MB/s, 7% above 100MB/s, 1% up to 2MB/s, 26% Figure 20 Internet speed on regulated districts 30MB/s 100MB/s, 6% above 100MB/s, 1% 10MB/s 30MB/s, 15% up to 2MB/s, 42% 10MB/s 30MB/s, 34% 2MB/s 10MB/s, 32% Source: BESI Research, Company Data, UKE 2MB/s 10MB/s, 36% Source: BESI Research, Company Data, UKE Ownership structure of the telco network is pretty much similar between regulated and deregulated areas. Own network is dominant. The only difference is that in deregulated districts there are more operators with their own infrastructure while in regulated districts Orange Polska is usually the main provider. Overlapping infrastructure of various operators in deregulated area improves network quality, capacity and competitiveness. BSA has only a 2% stake (vs 8% outside these districts) while LLU has a 3% stake (vs 2% outside these districts). Figure 21 Infrastructure ownership in deregulated districts Figure 22 Infrastructure ownership in regulated districts BSA, 2% LLU, 3% LLU, 3% BSA, 8% own network, 89% own network, 95% Source: BESI Research, Company Data, UKE Source: BESI Research, Company Data, UKE When looking at market players using BSA technology only, the structure is pretty much the same with Netia being the biggest BSA operator with a ca. 75% share. Page 12 of 39 Figure 23 BSA share in deregulated districts Dialog, 2% Figure 24 BSA share in regulated districts Dialog, 2% others, 1% others, 1% MMP, 9% T-Mobile, 10% T-Mobile, 17% MMP, 12% Netia, 71% Netia, 75% Source: BESI Research, Company Data, UKE Source: BESI Research, Company Data, UKE An interesting picture can be seen below related to market share of operators in regulated and deregulated districts. In deregulated districts Cable TV operators dominate with Orange Polska having only a 21% share and Netia 12% (combined with Dialog). In regulated districts, Orange Polska is the undisputable market leader with a 50% share and Netia also having a slightly higher share at 14%. Figure 25 Market players in deregulated districts Others, 19% Figure 26 Market players in regulated districts Dialog, 1% UPC, 23% others, 15% INEA, 2% Vectra, 4% Toya, 3% Dialog, 4% Orange Polska, 50% MMP, 7% Netia, 8% UPC, 8% Vectra, 8% Orange Polska, 21% Netia, 13% MMP, 14% Source: BESI Research, Company Data, UKE Source: BESI Research, Company Data, UKE The different competitive position between regulated and deregulated districts is explained by the number of telco operators available. In deregulated districts only 3% of HP (homes passed) do not have access to a fixed-line operator while in regulated districts it is 23%. Page 13 of 39 Figure 27 Number of telco operators in deregulated districts Figure 28 Number of telco operators in regulated districts 0, 3% 1, 7% 0, 23% 3 and more, 22% 2, 17% 3 and more, 73% 2, 18% 1, 37% Source: BESI Research, Company Data, UKE Source: BESI Research, Company Data, UKE All elements discussed above, such as access technology, number of operators available, density explain Orange Polska’s market share which in almost half the deregulated market is between 10% and 20% while in 81% of the regulated market it is 60% and more. Figure 29 Orange Polska market share in deregulated districts Figure 30 Orange Polska market share in regulated districts 0%-20%, 4% 30%-40%, 0-10%, 9% 8% 20%40%, 7% 40%-60%, 8% 20%-30%, 37% 80%-100%, 60% 60%-80%, 21% 10%-20%, 46% Source: BESI Research, Company Data, UKE Source: BESI Research, Company Data, UKE In our view, the main argument for deregulation of 76 districts is to encourage the biggest fixed-line operator - Orange Polska - to invest in FTTx infrastructure, especially in more densely populated areas where such technology can have the shortest payback period without the need to lease infrastructure to altnets and cable TV operators at a predefined wholesale price. Deregulation of the local market would mean that Orange Polska would not be obliged to lease its telco network under the wholesale regime and upgrades to FTTx standard infrastructure could be used only for Orange Polska’s existing and potential new client base. Upgrading its telco infrastructure to FTTx could allow it to offer internet with speeds above 100MB/s and attractive 3P packages, which could be also competitive for cable TV bundle offering. Just after the UKE deregulated 76 districts, Orange Polska launched a commercial offer for this area called “Geopromocja” where the Neostrada internet offer costs PLN 39.9/month irrespective of the internet speed (10MB/s, 20MB/s or 80MB/s). The offer with TV costs PLN 59.9/month while 3P internet + TV + fixed-voice also costs PLN 59.9/month. The offer is for a fixed 24-month period. Page 14 of 39 Deregulation means two questions: how much OPL will need to invest and what is threat of BSA/LLU Netia client base? Deregulation of 76 districts raises at least two questions. Firstly, how much will Orange Polska need to invest to upgrade its network to FTTx in a deregulated area? Secondly, what could the impact of market deregulation be on Netia, the biggest altnet with ca. 250k BSA and 155k LLU client base as of 3Q14? Orange Polska says that average cost of upgrade of a single Home Passed to FTTX is ca. EUR 150-200 (PLN 630-850). With ca. 3.9m HP within deregulated districts this gives ca. PLN 2.5-3.3bn hypothetical capex in the future. To put this into perspective, Orange Polska’s planned 2014E capex is PLN 1.8bn. Following the 3Q14 results conference, OPL Management said that they are currently carefully analysing district by district in order to work out where to start the investments to make them the most effective and to avoid “carpet bombing capex” as CFO said. The question is how determined OPL is to upgrade its network in very competitive districts. As OPL comments, the pilot project of FTTx currently being executed in Warsaw on ca. 15k HP is giving positive results and after 12M OPL has reached ca. 10% penetration. The positive commercial results of this project could support OPL’s decision to invest in FTTx rollout. The second element having an impact on this decision could be related to cable TV operators’ desire to expand into quad-play services adding mobile-voce service (as MVNO) to existing 3P formed of payTV/internet/fixed-voice. A recent press interview (Wirtualnemedia.pl) with the CEO of UPC Polska, the biggest cable TV operator with a 1.4m client base and ca. 2.5m RGU base suggests they are considering quad-play. If it happens, it should be overall negative news for existing mobile operators but in our view with a greater negative impact for Orange Polska whose mobile-voice market share in big cities (natural UPC market) is bigger than in the whole country. This naturally puts pressure on its mobile-voice base in big cities which can be won by UCP through attractive 3P packs internet/payTV/mobile-voice. If UPC goes quad-play, this could motivate OPL to speed up FTTx rollout in deregulated districts. We assume OPL would like to upgrade deregulated 3.9m HP to FTTx as soon as possible to be able to offer a competitive service versus cable TV which would help it to regain its market position in fixed-line in big cities. However, there are two important constraints: cash and production capacity. When trying to find level of production capacity in terms of upgrading HO, we looked at the fulfilment of the Memorandum of Understanding with the Telco Regulator based on which OPL was obliged to upgrade fixed-broadband in so called white-spot areas. In 2011, OPL was able to upgrade 400k of HP but in low density areas whereas the upgrade of HP is more time consuming. In our base case scenario, we assume OPL upgrades 500k HP in 2015E/16E and 300k HP in the following years. However, as the first stage of the network upgrade should happen in the most dense areas, we expect in 2015-16E that the average upgrade cost per HP amounts to EUR 150m which would imply ca. PLN 320m incremental capex in 2015-16E. Starting from 2017E, we expect the cost of the HP upgrade to increase to EUR 200 due to a network upgrade in less dense areas. Assuming 300k HP upgrades per year and a EUR 200 average cost per HP, we arrive at incremental capex in 2017E of ca. PLN 250m. Figure 31 Orange Polska – capex breakdown 2014E-2020E (PLN m ) Capex Capex/revenues Maintenance capex as % of revenues FTTx capex as % of reveneus 2014E 1,826 15.0% 1,826 15.0% 2015E 2,168 18.0% 1,848 15.3% 320 2.7% 2016E 2,140 18.0% 1,820 15.3% 320 2.7% 2017E 2,056 17.5% 1,806 15.4% 250 2.1% 2018E 2,035 17.5% 1,785 15.4% 250 2.1% 2019E 2,018 17.5% 1,768 15.3% 250 2.2% 2020E 2,004 17.5% 1,754 15.3% 250 2.2% Source: BESI Research, Company Data As for Netia, there is a real pressure on the BSA base. Keeping in mind that ca. 80% of the BSA market belongs to Netia and that 2% of total 3.9m Page 15 of 39 deregulated households use BSA, there is a ca. 65k BSA base either for migration into LLU/own network or to competition. Assuming a second option and using blended ARPU of PLN 56 and avg EBITDA margin of ca. 10%, it puts potential pressure on PLN 42-52m of annual revenues (ca. 3% of the total) and ca. PLN 4-5m of EBITDA (ca. 1% of the total). We think BSA client migration from market deregulation is not a material threat for Netia as we would expect the BSA base to migrate to competition anyway during that time. M&A Telecoms revenues and margins are under constant pressure coming from market saturation, fixed-to-mobile substitution, and competition. The European telecom market has started to be very active in terms of planned and executed M&A deals. Signs of telecom market consolidation have been very positively received by investors as it would bring some relief for the whole industry. This has been seen in the BETELES Index performance which contains 24 European telecoms and has grown by 21% since mid-Oct 14. Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Cyfrowy Polsat Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 Orange Polska Feb-14 Dec-13 Oct-13 Nov-13 Sep-13 Jul-13 Beteles Index Source: Bloomberg. Aug-13 Jun-13 Apr-13 May-13 Jan-13 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 0.0 Feb-14 0 Dec-13 0.2 Oct-13 20 Nov-13 0.4 Sep-13 0.6 40 Jul-13 0.8 60 Aug-13 1.0 80 Jun-13 1.2 100 Apr-13 120 May-13 1.4 Mar-13 1.6 140 Jan-13 1.8 160 Feb-13 180 Mar-13 Figure 33 Beteles Index, OPL, CPS, NET – rebased performance Feb-13 Figure 32 Beteles Index – performance Netia Source: Bloomberg. Poland is one of the most competitive telecom markets in the EU with four mobile players operating on their own telco infrastructure and many other small players acting as MVNO. Cable TV is very fragmented with hundreds of operators, mostly very small and local, but the top10 control 80% of the cable TV base with UPC, Vectra, MMP being the leaders. The fixed market is dominated by Orange Polska with Netia the biggest B2C altnet and smaller altnets in B2B like Exatel, TK Telekom, Hawe, GTS, Midas. Although some consolidation has already happened with the most high profile deal being in 2013 when Cyfrowy Polsat took over Polkomtel, and smaller ones like Netia taking over Dialog, Crowley Data or T-Mobile taking over GTS, there is still a lot of room for market consolidation. TK Telekom TK Telekom is an altnet 100% owned by Polish Railway Lines (PKP) with 7.4k km of fiber network where 5k km is backbone. It offers data transmission, access to internet, voice services and employs 511 employees. Data transmission accounts for 43% of 2013 total revenues followed by internet services of 13%, voice services of 10%, interconnect of 12%. In 2013 it generated revenues of PLN 232m (vs PLN 248m in 2012). In 2014E, TK Telekom expects revenues of PLN 198m. EBITDA reached PLN 50.8m in 2013 (EBITDA margin of 21.9%) and in 2012 PLN 83m (EBITDA margin of 33.4%). In 2013, 41% of reveneus came from PKP Group while 11.6% from public administration. In 2014E, TK Telekom expects EBITDA of PLN 45m (EBITDA margin of 22.8%). Capex in 2014E is expected at PLN 32.5m and in 2015E of PLN 47m which is related to the network rollout (Warsaw ring). Net debt reached PLN -25m in 1H14. PKP has already started the privatization process and expects to close it in 2-3Q15. We believe TK Telekom can be compared to GTS, an altnet acquired by T-Mobile in 2014 at a 2013 EV/EBITDA of 6.3x. However, because of its high revenue dependence on one client, PKP, we believe a ca. 20% Page 16 of 39 discount could be possible, implying EV/EBITDA at ca. 5x which would be close to OPL 15E EV/EBITDA at 4.9x. Based on the company´s forecasts this would imply a hypothetical value of ca. PLN 250m. Figure 34 TK Telekom – network coverage Source: BESI Research, Company Data UPC In recent weeks numerous news agencies (for example Bloomberg) have reported that Vodafone could potentially be interested in buying Virgin Media - Liberty Global cable TV assets in the UK. Press comments suggest Vodafone could be interested in buying the whole of Liberty Global including its cable assets in CEE, and in Poland under the brand UPC. Apart from its potential interest in Virgin Media, Vodafone is also reportedly interested in Everything Everywhere (EE), the UK telco operator owned by Orange and Deutsche Telekom or TalkTalk UK’s cable TV (source: Bloomberg). It looks like there are different options for Vodafone but clearly the European telco market is speeding up its consolidation pace. We believe VOD’s potential interest in Liberty Global’s assets is driven by convergence, a magic word that seems to have become the salvation for the telco industry in Europe bruised after a few years of consumptive competition including a price war. We already commented in a previous report on Polish Telecoms titled “Faith in cross-sell and data consumption” that convergence will be the leading trend in telecoms in the next few years, especially convergence between payTV and traditional telco services which thanks to advancing technology allows the distribution of a TV signal though air or IP signal which was not the case a few years ago. We do not know how feasible the Vodafone deal could be, but here we present some thoughts about what the consequences may be for the Polish telco market if it happens. In Poland, UPC is the biggest cable TV operator with ca. 1.4m total clients with ca. 900k internet RGU, ca. 830k payTV RGU and ca. 510k fixed-voice RGU. UPC is present in 116 cities but the vast majority of clients are located in 10 biggest cities. Acquisition of Liberty Global would mean that Vodafone will enter Poland through cable TV assets. Vodafone used to be present in Poland via a stake in Polkomtel but decided to exit in 2011. We do not know whether Vodafone would like re-enter Poland again. If yes, it would be negative for existing operators in Poland, in particular for Orange Polska. This is because Vodafone could launch mobile voice Page 17 of 39 services under MVNO technology and try to upsell mobile voice and mobile broadband services to the existing UPC client base. It would be particularly negative for Orange as its mobile market share in big cities (natural UPC market) is bigger than average in the whole country. Orange, not being strong in fixed services in high density areas (which we explain in the section on deregulation), would see additional pressure on its client base. In order to avoid such a risk, we believe OPL would need to speed up investment into the FTTx network upgrade. In a second scenario, if Vodafone did not wish to enter Poland, the question is who could be potentially interested in the acquisition of UPC. In our view, purely based on the size of the asset and its geographical presence, we note that, amongst others, it may be a fit for Orange Polska but we stress that there has been no company comment or press reports suggesting any interest whatsoever in the asset. On 5th December 2014, the press published an interview with CEO Ramiro Brollo in which he stated that UPC wants to take an active role in market consolidation (source: Wirtualnemedia.pl). Page 18 of 39 FUNDAMENTAL INSIGHT Poland | Telecom Services | 11-December-2014 Cyfrowy Polsat Execution of strategy is key Although the reasons behind the CEO’s recent departure are still unclear to us, Cyfrowy Polsat remains our top pick in the Polish telecoms space owing to its exposure to two promising segments – payTV and mobile broadband. The company’s attractive SmartDOM 3P bundling product enables it to grow its RGU base and ARPU per unique client (already visible in 2-3Q14 results), with a positive impact on the top-line, while cost-cutting synergies leave room for slight EBITDA margin expansion (we expect 39.5% in 2016E vs 37.3% in 2014E). A growing mobile broadband base and data consumption puts some pressure on Opex but just opened negotiations with Midas should address this issue (exp a 35% cut in the price per GB). The upcoming LTE auction is big unknown but the current spectrum capacity of CPS group, coupled with NetNet as a ‘dark horse’ in the auction should put CPS in a better position than other market participants. We maintain our BUY rating and increase our FV to PLN 29.1 (from PLN 27.1). BUY 18% upside Fair Value PLN 29.10 Bloomberg ticker Share Price Market Capitalisation Free Float PLN m Y/E 31-Dec 2012A 2013A 2014E 2015E Revenues EBITDA 2778.2 1051.1 2910.7 1046.4 7462.1 2784.5 9913.5 3759.1 EBIT 808.1 789.9 1417.2 1943.0 Net income 617.2 525.5 386.9 929.9 2011.8 1582.8 11508.9 12153.2 Net debt EPS (PLN) 1.8 1.5 0.6 1.5 DPS (PLN) 0.0 0.0 0.2 0.0 Y/E 31-Dec 2012A 2013A 2014E 2015E P/E (x) 13.9 16.4 40.8 17.0 EV/EBITDA (x) 10.1 9.7 9.8 7.4 0.0% 0.0% 0.7% 0.0% DY (%) net debt / EBITDA (X) Renegotiation of data cost: 3Q14 results showed a boost in data consumption to 22.7m GB, from 14m/GB in 2Q14, +60% qoq and +180% yoy. Cyfrowy Polsat announced that it has started negotiations with Midas (MDS PW, not rated) on data pricing. Data rates were last renegotiated in March 14, when they were cut by 26% to PLN 4.88/GB from PLN 6.6/GB. In the past, the renegotiation of data rates has been followed by an order of a new, larger data pack with new pricing applying to newly ordered and unused data. We expect the current negotiations to finish by the year end. However, this time we would expect a slightly stronger rate cut, by ca. 35% to ca. PLN 3.2, with the same mechanism of the new price being applied to remaining and newly ordered data packs. Renegotiation of data rates by ca. 35% (by PLN 1.7/GB) could reduce data transmission costs for CPS by ca. PLN 200m in 2015E, assuming 120m/GB annual data usage, +50% yoy. In our view, fast growing data transmission usage and costs could theoretically speed up any talks in 2015 on the possibility of incorporating Midas into CPS. Spectrum auction: In our base case scenario, we assume Polkomtel will acquire 2 800MHz and 4 2600MHz blocks spending a total of PLN 1.2bn. We would not expect this to put any strain on the company’s financial position, as it had PLN 1.7bn in cash on the balance sheet in 3Q14. However, we have also presented a few alternative spectrum scenarios. The first is more aggressive, with Polkomtel and NetNet acquiring full spectrum packs. The second is conservative, assuming the acquisition of 2 800Mhz being divided between Polkomtel and NetNet. We see both scenarios as positive for CPS. In the first, the remaining market players would lack sufficient LTE spectrum and would need to lease it from Midas or Polkomtel, while in the second Polkomtel would save ca. PLN 600m (PLN 1/sh). 4Q14 preview: We forecast 4Q14 revenues of PLN 2.6bn, EBITDA of PLN 884m, EBIT of 368m and net income of PLN 109m. We expect post-paid ARPU at PLN 87 (+0.6% qoq) supported by further cross-selling and up-selling (exp upselling ratio at 2.02x vs 1.98x in 3Q14). We expect post-paid RGU net adds at +185 where +95k should come from payTV (+35k from Multiroom), -30k from mobile voice and +120k from internet. We expect the SmartDOM client base to increase to 580k with RGU at 1.6m. In pre-paid, we expect net adds of -125k where -150k comes from mobile voice, -5k from payTV and +30k from internet, pre-paid ARPU at PLN 18.5. We expect OpCF at PLN 569m. ROA (%) ROE (%) 1.9 1.5 4.1 3.2 11.1% 25.0% 9.3% 17.5% 1.4% 4.2% 3.5% 8.9% Share Price Performance 140 130 120 110 100 90 Jan Feb Mar Apr May Jun Jul 2014 2014 2014 2014 2014 2014 2014 CPS PW Aug Sep Oct Nov Dec 2014 2014 2014 2014 2014 vs WIG Index All share price data as at close on 9-Dec-2014 Source: BESI Research, Company Data, Bloomberg Analysts Konrad Ksiezopolski +48 22 347 4074 kksiezopolski@espiritosantoib.pl Banco Espírito Santo de Investimento, S.A. – Warsaw Branch Poland 59 Zlota Street, 00-120 Warsaw NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA (v1.0.8.0) CPS PW PLN 24.71 PLN 15,803.18m 26% Summary Financial Information Valuation Metrics (Year end Dec) Cyfrowy Polsat 2010 2011 2012 2013 2014E 2015E 2016E 16.8 29.6 13.9 16.4 40.8 17.0 16.1 2.9 3.0 3.8 3.5 3.7 2.8 2.7 EV / EBITDA (x) 10.7 9.8 10.1 9.7 9.8 7.4 6.9 13.3 12.8 13.1 12.9 19.3 14.4 13.5 11.8% Rating BUY P/E (x) Fair Value (PLN): 29.1 EV / Sales (x) Share Price (09/12/2014, PLN): 24.7 EV / EBIT (x) Upside / Downside potential 18% FCF Yield (%) 3.5% 5.9% 8.0% 7.9% 6.4% 1.1% Dividend yield (%) 0.0% 0.0% 0.0% 0.0% 0.7% 0.0% 0.0% EV (PLN m) 4,339 7,189 10,620 10,191 27,312 27,956 26,861 Key Ratios 2010 2011 2012 2013 2014E 2015E 2016E EBITDA margin 27.5% 31.1% 37.8% 35.9% 37.3% 37.9% 39.5% EBIT margin 22.0% 23.7% 29.1% 27.1% 19.0% 19.6% 20.1% Capex / Revenue (x) 3.1% 2.8% 3.3% 4.2% 13.1% 24.9% 10.4% Capex / Depreciation (x) 56% 38% 38% 48% 71% 136% 53% Net Debt / EBITDA (x) (0.0) 3.3 1.9 1.5 4.1 3.2 2.8 ROE 60.4% 8.4% 25.0% 17.5% 4.2% 8.9% 8.8% ROA 25.5% 3.0% 11.1% 9.3% 1.4% 3.5% 3.8% 2010 2011 2012 2013 2014E 2015E 2016E Previous Fair Value (PLN): 27.1 Bloomberg CPS PW Reuters CPSM.WA Shares in Issue (m) 639.5 Market Cap (PLN m) 15,803 Net Debt, end 2013 (PLN m) 1,583 Adjustments for Associates & Minorities (PLN m) 0 Enterprise Value (PLN m), end 2013 17,386 Forthcoming Catalysts P&L (PLN m, unless stated) 4Q14 results Mar-15 LTE spectrum auction 1Q15 Revenue % change EBITDA 1,482 2,366 2,778 2,911 7,462 9,914 9,869 17.1% 59.6% 17.4% 4.8% 156.4% 32.9% -0.5% 3,902 407 735 1,051 1,046 2,785 3,759 ES Equity Research Analyst % change 28.0% 80.7% 43.0% -0.5% 166.1% 35.0% 3.8% Konrad Księżopolski % margin 27.5% 31.1% 37.8% 35.9% 37.3% 37.9% 39.5% +48 22 347 40 74 Depreciation & Amortisation (81) (175) (243) (257) (1,367) (1,816) (1,920) kksiezopolski@espiritosantoib.pl EBIT 326 560 808 790 1,417 1,943 1,983 % change 18% 72% 44% -2% 79% 37% 2% % margin 22.0% 23.7% 29.1% 27.1% 19.0% 19.6% 20.1% Revenues Breakdown (2014E) Associates Net Financials 0 2 2 2 2 2 2 (4) (370) (96) (200) (985) (797) (773) Other Pre-tax Income Retail revenue Wholesale revenue Sale of equipment Other revenue 0 0 0 0 0 0 0 Pre-Tax Profit 321 192 715 593 434 1,148 1,211 Income Tax Expense (63) (32) (97) (67) (47) (218) (230) 0 0 0 0 0 0 0 Net Income 258 160 617 525 387 930 981 EPS (PLN) 1.0 0.5 1.8 1.5 0.6 1.5 1.5 DPS (PLN) 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0% 0% 0% 0% 0% 0% 0% 268 348 348 348 640 640 640 2010 2011 2012 2013 2014E 2015E 2016E 258 160 617 525 387 930 981 81 175 243 257 1,367 1,816 1,920 Minority Interests Payout Ratio Shares in Issue (Less Treasury) (m) Cyfrowy Polsat - profitability ratios, 2009-2015E Cash Flow Summary (PLN m) 45% 40% 35% Net income 30% D&A 25% Operating Cash Flow 198 347 781 803 1,992 2,645 2,893 20% Capital Expenditure (46) (66) (91) (123) (976) (2,473) (1,023) Investing Cash Flow (77) (2,427) (135) (134) 786 (2,473) (1,023) Financing Cash Flow (192) 2,327 (653) (569) (1,204) (1,861) (1,984) (72) 248 (7) 100 1,573 (1,689) (114) 2010 2011 2012 2013 2014E 2015E 2016E 15% 10% 5% EBITDA margin EBIT margin 0% 2010 2011 2012 2013 2014E 2015E 2016E Net Cash Flow Shareholders structure, 3Q14 % of shares Balance Sheet Summary (PLN m) Cash & Equivalents others, 26% Pola Inv estments (Zy gmunt Solorz), 58% EBRD, 7% Sensor Ov erseas (Hieronim Ruta), 8% 28 278 270 342 1,815 126 12 Tangible Fixed Assets 428 672 696 659 5,342 5,999 5,102 Goodwill & Intangibles 75 3,306 3,497 3,631 16,958 16,958 16,958 Other Assets 42 247 282 166 1,056 907 907 Total Assets 1,015 5,325 5,561 5,676 27,343 26,738 25,715 11,070 % of votes Interest Bearing Debt others, 20.7% EBRD, 5.8% Sensor Ov erseas (Hieronim Ruta), 9.6% Pola Inv estments (Zy gmunt Solorz), 64.0% 20 2,729 2,282 1,925 13,324 12,279 Other Liabilities 568 700 811 750 4,781 4,290 3,495 Total Liabilities 587 3,429 3,093 2,675 18,104 16,569 14,565 Shareholders' Equity 428 1,896 2,468 3,001 9,239 10,449 11,210 0 0 0 0 0 Minority Interests Total Equity Net Debt - - 1,015 5,325 5,561 5,676 27,343 27,018 25,775 (8) 2,451 2,012 1,583 11,509 12,153 11,058 Source: Company data, Reuters, Bloomberg, BESI Research for estimates. Page 20 of 39 4Q14 results – preview Figure 1 Cyfrowy Polsat – quarterly results (PLN m ) 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14E % YoY 2013 2014E % YoY Revenues 736 677 800 723 1,746 2,420 2,573 2,573 256% 2,911 7,462 156% EBITDA 245 257 268 275 282 709 910 884 221% 1,046 2,785 166% 33.3% 38.0% 33.5% 38.1% 16.2% 29.3% 35.4% 34.3% 35.9% 37.3% EBITDA margin EBIT EBIT margin 185 195 203 207 220 398 432 368 25.1% 28.8% 25.4% 28.6% 12.6% 16.4% 16.8% 14.3% Net incom e Net profit margin 95 81 176 173 98 132 48 109 12.9% 11.9% 22.0% 23.9% 5.6% 5.5% 1.9% 4.2% 104% 3% 790 1417 27.1% 19.0% 525 387 18.1% 5.2% 79% -26% Source: BESI Research, Company Data, PAP consensus 4Q14 preview – key highlights: In the post-paid segment, we expect total net adds at +185k, where +95k should come from payTV (+35k from Multiroom), -30k from mobile voice and +120k from internet. We expect ARPU per customer at PLN 87 (+0.6% qoq, -0.1% yoy). We forecast RGU per unique customer at 2.02x vs 1.98x in 3Q14. We expect the number of unique clients to decrease by -30k reaching 6155k. SmartDOM should perform well; we expect +200k unique clients net adds, reaching a total base of 580k clients. We expect Smart Dom’s RGU base to reach 1.6k, which would imply a total upsell ratio at 2.76x vs 3.16x in 3Q14. In 4Q14 alone, we expect SmartDOM to add 400k RGU with a 2x multiplay ratio. We expect data consumption to further increase to 30m/GB from 23m/GB in 3Q14, supported by a growing base and the PowerLTE offer. This should increase data transmission costs by ca. PLN 30-35m qoq. In pre-paid, we expect -125k net adds in RGU, which breaks down into -5k in payTV, -150k in mobile voice and +30k in mobile internet. We expect ARPU per pre-paid client at PLN 18.5 (+1% qoq, -3% yoy). We expect the TV ad market to grow by 6% in 4Q14 and TV ad revenues at PLN 296m (+3.1% yoy), We forecast an EBITDA margin of 34.3%, vs 35.4% in 3Q14, hampered by seasonally higher marketing costs and higher data traffic costs. We expect OpCF at PLN 560m in 4Q14E and PLN 2bn in 2014E. Financial forecasts Changes to estimates We slightly adjust our forecasts, increasing 2014E/15E/16E revenues by 3% owing to better-than-expected SmartDOM sales and the resulting impact on ARPUs. We have also been positively surprised by the pace of mobile broadband sales. Unfortunately, strong mobile broadband sales go hand in hand with boosting data consumption, which puts pressure on EBITDA. Additionally, upselling and cross-selling is a crucial commercial activity of Cyfrowy Polsat, which wants to switch existing clients into its SmartDOM offer. This will also be accompanied by higher commercial costs in 2014E and probably in 2015E, but should have a positive impact on revenues and EBIDTA in the long term. Finally, we also expect some one-off costs related to the post-acquisition integration of Cyfrowy Polsat and Polkomtel. All those elements lead us to trim our EBITDA forecasts for 2014E/15E/16E. Figure 2 Cyfrowy Polsat – changes to estimates 2014E (PLN m ) New Old 2015E Change New Old 2016E Change New Old Change Revenues 7,462 7,234 3% 9,914 9,599 3% 9,869 9,579 3% EBITDA 2,785 2,877 -3% 3,759 3,938 -5% 3,902 3,947 -1% EBIT 1,417 1,506 -6% 1,943 2,098 -7% 1,983 2,280 -13% 387 540 -28% 930 1,039 -11% 980 1,278 -23% Net profit Source: BESI Research for estimates Page 21 of 39 BESI vs Bloomberg consensus Figure 3 BESI vs BBG 2014E (PLN m ) BESI 2015E BBG Change BESI 2016E BBG Change BESI BBG Change Revenues 7,462 6,951 7% 9,914 9,650 3% 9,869 9,760 1% EBITDA 2,785 2,767 1% 3,759 3,906 -4% 3,902 3,957 -1% EBIT 1,417 1,554 -9% 1,943 2,041 -5% 1,983 2,177 -9% 387 502 -23% 930 906 3% 980 1121 -13% Net income Source: BESI Research for estimates, Bloomberg for consensus Valuation DCF We use a 10Y forecast, however as we are at the end of 2014, we use net debt 2014E and FCF in 2015E-2023E. We use a RFR of 2.8% (vs 3.8% before) and beta at 1.0x (unchanged), which is typical for telco and defensive companies. At the new Cyfrowy Polsat, ca 90% of total revenues will come from the defensive telco and DTH segments. We assume g at 1% vs 0% for the CE3 telco peer group to reflect its better growth prospects (thanks to upselling and cross-selling). Figure 4 DCF DCF Valuation (PLN m ) 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E EBIT 1,417 1,943 1,983 2,243 2,493 2,672 2,806 2,914 3,006 3,085 RV 3,085 Tax rate 11% 19% 19% 19% 19% 19% 19% 19% 19% 19% 19% NOPAT 1,264 1,574 1,606 1,817 2,019 2,164 2,273 2,360 2,435 2,499 2,499 D&A 1,367 1,816 1,920 1,684 1,446 1,287 1,180 1,108 1,061 1,033 Capex -436 -2,473 -1,023 -963 -963 -963 -963 -963 -977 -977 Change of WC -278 -101 -8 -50 -48 -34 -26 -21 -18 -15 1,917 816 2,495 2,488 2,454 2,453 2,464 2,485 2,501 2,540 2,499 -57.4% 205.8% -0.3% -1.4% 0.0% 0.4% 0.8% 0.6% 1.6% 1.0% 37.7% 31.0% FCF FCF change WACC Calculation debt/equity 48.7% 45.9% 43.0% 39.6% 19.5% 9.3% 2.9% 0.8% 0.8% risk free rate 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% credit premium 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% market premium 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 cost of debt 4.3% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% cost of equity 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% WACC 6.1% 6.0% 6.1% 6.3% 6.3% 6.6% 7.0% 7.4% 7.7% 7.8% beta 7.8% PV (FCF) 14,528 PV (RV) 18,945 net debt, end 2014E 11,509 Valuation (PLN m) 21,964 # of shares (m) 639.5 Fair value/ share (PLN) 34.3 Source: BESI Research for estimates, Company Data Figure 5 Cyfrowy Polsat – sensitivity analysis WACC change RV FCF y oy change 34.3 -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 0.0 -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 6.3% 28.2 31.8 36.4 42.8 52.2 67.3 6.3% -18% -8% 6% 25% 52% 96% 6.8% 26.9 30.0 34.1 39.5 47.2 59.0 6.8% -22% -13% -1% 15% 37% 72% 7.3% 25.7 28.5 32.0 36.7 43.2 52.6 7.3% -25% -17% -7% 7% 26% 53% 7.8% 24.6 27.1 30.3 34.3 39.8 47.6 7.8% -28% -21% -12% 0% 16% 39% 8.3% 23.7 25.9 28.7 32.3 37.0 43.5 8.3% -31% -25% -16% -6% 8% 27% 8.8% 22.8 24.8 27.4 30.5 34.6 40.2 8.8% -34% -28% -20% -11% 1% 17% 9.3% 22.0 23.9 26.1 29.0 32.6 37.3 9.3% -36% -31% -24% -16% -5% 9% Source: BESI Research, Company Data Peer valuation We maintain our valuation methodology for the new Cyfrowy Polsat: we use a synthetic EV/EBITDA multiple derived from the average of EV/EBITDA multiples from the telco, DTH and TV businesses. We use weights corresponding to Cyfrowy Polsat’s EBITDA generation from those three business segments. As a result, in our synthetic EV/EBITDA, 75% comes from the telco peer median group, 15% from the DTH peer median group and 10% from the TV peer median group. Page 22 of 39 Figure 6 Peer valuation – priced as on 9/12/2014 N ame R a t ing F a ir v a lue S ha re pric e E V / E B IT D A 2 0 14 E 2 0 15 E D iv ide nd yie ld 2 0 16 E 2 0 14 E 2 0 15 E 2 0 16 E TV TVN B UY P LN 17.9 15.7 12.7 10.8 10.1 0.0% 0.0% 3.2% CETV no t rated n.a. 2.8 14.2 9.8 8.0 0.0% 0.0% 0.0% RTL no t rated n.a. 78.2 10.6 10.3 9.8 6.7% 6.0% 6.1% P ro sieben Sat1 no t rated n.a. 33.7 11.3 10.7 10.2 4.8% 5.3% 5.8% ITV no t rated n.a. 208.5 11.5 10.5 9.8 0.0% 0.0% 0.0% A tresmedia B UY 13.9 11.0 19.1 13.1 10.2 2.9% 4.5% 6.2% CB S Co rp no t rated n.a. 52.4 10.2 9.8 8.9 1.0% 1.2% 1.3% CTC M edia no t rated n.a. 4.9 2.8 3.1 2.9 14.4% 13.3% 14.5% M 6 M etro po le no t rated n.a. 15.6 6.5 6.2 6.1 5.5% 5.7% 6.0% M o dern Times no t rated n.a. 244.0 11.4 9.7 9.0 4.6% 5.0% 5.4% TF1 no t rated n.a. 12.3 11.2 8.8 8.0 4.0% 4.6% 4.8% 11.3 10 .0 9 .4 3 .4 % 4 .6 % 5 .1% T V M e dia n S a t e llit e T V Cyfro wy P o lsat (B ESI) B UY 29.1 24.7 9.8 7.4 7.1 0.7% 0.0% 0.0% Sky B UY 1170 921 8.8 7.8 7.6 0.0% 0.0% 0.0% DirecTV no t rated n.a. 83.785 7.1 6.8 6.5 0.0% 0.0% 0.0% Dish Netwo rk no t rated n.a. 71.39 13.1 12.6 12.1 0.0% 0.0% 0.0% B UY 6.1 6.75 71.0 28.8 17.9 0.0% 0.0% 0.4% Cablevisio n no t rated n.a. 20.72 7.6 7.5 7.3 2.9% 2.9% 3.0% Co mcast no t rated n.a. 56.14 8.3 7.9 7.4 1.6% 1.8% 1.9% Dish TV India no t rated n.a. 64.2 11.3 9.3 8.0 0.0% 0.3% 0.3% 9 .3 7 .8 7 .5 0 .0 % 0 .0 % 0 .0 % Sky Deutschland D T H m e dia n E U T e le c o m s B elgaco m SELL 10.5 31.4 7.3 7.6 7.9 4.8% 4.8% 4.8% B T Gro up B UY 4.8 4.1 6.8 6.8 6.6 3.1% 3.5% 3.9% CWC B UY 0.68 0.5 6.3 5.7 5.4 5.1% 5.1% 5.1% Daisy NEUTRA L 1.66 1.8 9.8 9.5 9.4 2.9% 3.2% 3.5% Deutsche Teleko m NEUTRA L 10.75 13.2 6.4 6.3 6.2 3.8% 3.8% 4.2% SELL 14.7 23.6 9.2 9.5 9.9 5.5% 5.5% 5.1% NEUTRA L 11.85 9.2 4.4 4.8 4.9 5.4% 8.2% 9.2% B UY 217 192.1 8.9 7.8 7.2 0.3% 0.7% 1.0% NEUTRA L 13 12.6 16.9 13.4 12.2 0.0% 0.0% 2.2% Elisa Hellenic Teleco m Iliad Jazztel Kco m B UY 1 0.9 7.4 7.4 7.3 6.0% 6.6% 7.0% KP N SELL 2.2 2.6 5.6 6.0 6.1 2.7% 3.9% 5.8% Numericable SELL 24.85 37.3 11.5 7.9 7.6 0.0% 0.0% 2.7% NEUTRA L 10.3 13.8 5.1 5.1 5.1 4.3% 4.3% 4.3% Swissco m SELL 370 572.5 8.6 8.7 8.9 3.8% 3.8% 3.8% Talk Talk B UY 4.2 3.0 11.8 9.1 7.8 4.6% 5.4% 6.2% TDC B UY 66 48.0 6.0 6.6 6.7 5.2% 5.2% 5.2% Tele2 SELL 73 94.0 8.0 7.8 7.5 4.8% 5.1% 5.3% Teleco m Italia B UY 1 0.9 5.4 5.5 5.6 1.1% 1.1% 1.6% Telefo nica SELL 9.65 12.9 6.6 6.3 6.2 5.8% 5.8% 5.8% Orange Teleko m A ustria SELL 5 5.6 8.0 5.4 5.4 0.9% 1.3% 1.3% NEUTRA L 135 149.6 6.3 6.1 6.0 5.3% 6.0% 6.7% TeliaSo nera SELL 33.75 52.3 7.0 6.6 6.6 5.7% 5.7% 5.9% Vo dafo ne SELL 1.68 2.2 7.1 6.8 6.5 5.1% 5.4% 5.6% M agyar Teleko m NEUTRA L 370 350 4.7 4.5 4.4 0.0% 0.0% 8.6% Netia NEUTRA L 5.6 5.7 3.7 4.4 4.6 7.5% 7.5% 7.5% O2 CR NEUTRA L 304 251.9 4.5 4.6 4.5 7.1% 6.1% 5.7% SELL 8.0 9.0 4.2 4.9 4.9 5.6% 3.3% 3.3% E U T e lc o m e dia n 6 .8 6 .6 6 .5 4 .8 % 4 .8 % 5 .1% S ynt he t ic E V / E B IT D A 7 .9 7 .3 7 .0 0 .0 % 0 .7 % 0 .0 % Teleno r Orange P o lska C P S ( B E S I) 9 .8 7 .4 7 .1 CP S ve TV peers -13% -26% -24% CP S vs DTH peers 6% -5% -5% CP S vs Telco peers 44% 12% 10% CP S vs synthetic multiples 24% 2% 1% Equity value (P LN m) Equity value per share (P LN) 15,282 23.9 Source: Company data, BESI Research for estimates Page 23 of 39 Financials Income statement Figure 7 Cyfrowy Polsat – P&L Cyfrow y Polsat - P&L (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E 2017E Revenues 1,482 2,366 2,778 2,911 7,462 9,914 9,869 9,865 17.1% 59.6% 17.4% 4.8% 156.4% 32.9% -0.5% 0.0% 407 735 1,051 1,046 2,785 3,759 3,902 3,927 28% 81% 43% 0% 166% 35% 4% 1% 27.5% 31.1% 37.8% 35.9% 37.3% 37.9% 39.5% 39.8% D&A -81 -175 -243 -257 -1,367 -1,816 -1,920 -1,684 EBIT 326 560 808 790 1,417 1,943 1,983 2,243 % YoY change 18% 72% 44% -2% 79% 37% 2% 13% % EBIT margin 22.0% 23.7% 29.1% 27.1% 19.0% 19.6% 20.1% 22.7% -4 -370 -96 -200 -985 -797 -773 -734 321 192 715 593 434 1,148 1,211 1,511 % YoY change EBITDA % YoY change % EBITDA margin Financial income/(expense), net Profit before tax Income tax effective tax rate -63 -32 -97 -67 -47 -218 -230 -287 -20% -17% -14% -11% -11% -19% -19% -19% 1,224 Net incom e 258 160 617 525 387 930 981 12% -38% 285% -15% -26% 140% 6% 25% 17.4% 6.8% 22.2% 18.1% 5.2% 9.4% 9.9% 12.4% % YoY change % net margin EPS (PLN) % YoY change 0.96 0.46 1.77 1.51 0.60 1.45 1.53 1.91 12% -52% 285% -15% -60% 140% 6% 25% Source: Company data, BESI Research for estimates Balance sheet Figure 8 Cyfrowy Polsat – balance sheet Cyfrow y Polsat - Balance sheet (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E 2017E Total fixed assets 545 4,225 4,476 4,456 23,356 23,864 22,968 22,378 PP&E 428 672 696 659 5,342 5,999 5,102 4,382 75 3,306 3,497 3,631 16,958 16,958 16,958 16,958 Intangibles and goodw ill Other fixed assets 42 247 282 166 1,056 907 907 1,038 Total current assets 470 1,100 1,085 1,220 3,988 2,874 2,747 2,777 Inventory 173 156 162 147 332 438 433 418 Trade receivables 184 297 376 374 1,431 1,901 1,893 1,892 Other current assets 85 347 277 357 410 690 470 314 Cash and equivalents 28 278 270 342 1,815 126 12 57 1,015 5,325 5,561 5,676 27,343 26,738 25,715 25,156 Total stockholders equity 428 1,896 2,468 3,001 9,239 10,449 11,210 12,278 Liabilities 587 3,429 3,093 2,675 18,104 16,569 14,565 12,782 Total debt 20 2,729 2,282 1,925 13,324 12,279 11,070 9,956 Accounts payable 318 375 472 413 1,494 1,969 1,948 1,883 Other liabilities 250 325 339 337 3,286 2,321 1,547 943 1,015 5,325 5,561 5,676 27,343 27,018 25,775 25,060 Total assets Total equity & liabilities Source: Company data, BESI Research for estimates Operating data Figure 9 Cyfrowy Polsat – operating data Cyfrow y Polsat - Operating data 2010 2011 2012 2013 2014E 2015E 2016E 2017E Total RGU (post-paid + pre-paid) n/a n/a n/a 16,246 16,510 16,714 17,007 17,391 Post-paid RGU n/a n/a 11,735 11,778 12,416 12,785 13,193 13,642 payTV n/a n/a 3,995 4,212 4,440 4,640 4,820 4,980 Mobile telephony n/a n/a 6,980 6,779 6,587 6,456 6,385 6,374 Internet n/a n/a 761 988 1,389 1,689 1,989 2,289 Number of unique customers n/a n/a 6,313 6,288 6,155 6,105 6,055 6,005 ARPU per post-paid customer n/a n/a 94 89 86 86 86 87 RGU/unique client - post-paid n/a n/a 1.86 1.87 2.02 2.09 2.18 2.27 Total RGU (pre-paid) 3,749 n/a n/a n/a 4,469 4,094 3,929 3,814 Pay TV n/a n/a n/a 78 93 88 83 78 Mobile telephony n/a n/a n/a 4,172 3,706 3,506 3,356 3,256 Internet n/a n/a n/a 219 295 335 375 415 n/a n/a n/a 18 18 18 17 17 ARPU per pre-paid customer Source: Company data, BESI Research for estimates Cash Flow Figure 10 Cyfrowy Polsat – cash flow Cyfrow y Polsat - Cash Flow (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E 2017E Cash Flow from Operations Capital Expenditures 198 347 781 803 1,992 2,645 2,893 2,858 -46 -66 -91 -123 -976 -2,473 -1,023 -963 Cash Flow from Investing Activities -77 -2,427 -135 -134 786 -2,473 -1,023 -963 Cash Flow from Financing Activities -192 2327 -653 -569 -1204 -1861 -1984 -1849 28 278 271 370 1,815 126 12 57 Ending cash Source: Company data, BESI Research for estimates Page 24 of 39 FUNDAMENTAL INSIGHT Poland | Telecom Services | Large Cap | 11-December-2014 Orange Polska Unfortunate coincidence We downgrade Orange Polska to SELL (from BUY) and reduce our FV to 8.0 (from PLN 10.8) on the back of increased capex forecasts (FTTx project) and an increase in our LTE budget estimate to PLN 1.4bn (from PLN 900m). In our view, this will trigger a DPS cut in 2015E to PLN 0.3 (vs PLN 0.5 exp before). Despite some revival in KPIs observed in 2-3Q14 results (3P base +36k, reduced erosion in fixed-voice, ongoing increase of Orange Open, NJU.Mobile base), OPL’s cash flow should face another headwind predominantly driven by the upcoming LTE auction and incremental capex on FTTx rollout in deregulated districts. Apart from that, we think OPL should face ongoing price pressure in B2B which could be further intensified or prolonged when GTS is fully integrated into T-Mobile. Last but not least, expanding the SmartDOM offer outside Cyfrowy Polsat group should have some consequences in terms of mobile KPIs. Although we do not know how high pricing might go in the LTE auction, the fact that there are six bidders in the race, coupled with OPL’s lack of LTE spectrum, leads us to believe that OPL is looking to win spectrum at any price. Orange likely to be most determined to acquire LTE spectrum: After losing out in the 1800MHz tender, OPL is the only telco among the four biggest players without its own LTE spectrum and is only able to offer LTE service thanks to a lease agreement with T-Mobile. In our view, this factor, combined with OPL’s goal of establishing itself as an incumbent with nationwide coverage (not as P4 which targets its offer to a more limited group), means that OPL will be the most determined to acquire a full spectrum pack (2 800MHz and 4 2600MHz blocks) at any price. We do not lend much credence to comments from OPL’s management that there are other avenues to LTE access. Of course there are other options but they would not be sufficient to improve the quality of service throughout the entire country for a nationwide operator. Examples from other European markets indicate that the average price per MHZ per capita could range from EUR 0.2 to EUR 0.3 based on a 800&2600MHz spectrum pack. This would imply hypothetical spectrum budget for the full spectrum pack of PLN 1.9-3.8bn. However, it is important to bear in mind that the pricing per 1 GB in Poland is 50% below that in other CEE countries and in our view this should affect the LTE spectrum budget. Taking all those elements into consideration, we increase our LTE spectrum budget for OPL to PLN 1.4bn (from PLN 0.9bn). FTTx capex will hamper FCF: Although the timing of capex related to the FTTx rollout in 76 deregulated districts is flexible (unlike LTE spectrum capex, which is to be paid in a specific quarter), we do not expect OPL to postpone it until 2016E when the company’s cash position should be partially rebuilt after the LTE outlay. In our view, OPL’s goal is to upgrade its network to FTTx before cable launches quad-play (likely to be soon, based on a recent press interview with the CEO of UPC) so as to defend its client base in the big cities. On the one hand, the network upgrade to FTTx in deregulated districts will create some room for organic net adds in fixed-broadband, an area where OPL is currently losing ground. On the other hand, OPL will have a convergent offer competitive with the current 3P standard cableTV offer that would also provide some defence against new quad-play cableTV offers that otherwise could undermine OPL’s mobile voice. Overall, we expect OPL to roll out 500k HP in 2015E/16E, spending PLN 320m incremental capex. SELL 11% downside Fair Value PLN 8.00 Bloomberg ticker Share Price Market Capitalisation Free Float PLN m Y/E 31-Dec Revenues EBITDA 2012A 2013A 2014E 2015E 14147.0 4845.0 12923.0 3904.0 12173.7 3956.4 12043.9 3644.3 796.2 EBIT 1573.0 788.0 901.5 Net income 853.0 294.0 474.2 373.2 5187.0 4666.0 4753.2 5669.7 Net debt DPS Capex 1.5 0.5 0.5 0.3 (2354.0) (2188.0) (1826.0) (2167.9) Y/E 31-Dec 2012A 2013A 2014E adj. EV/EBITDA 4.7 4.3 4.2 4.9 adj. P/E 14.1 40.9 25.4 32.2 9.0% 5.5% 5.6% 3.3% 1.1 1.2 1.2 1.6 33.9% 16.5% 31.3% 16.9% 30.7% 15.0% 30.3% 18.0% DY (%) net debt/EBITDA adj. EBITDA margin Capex/Revenues 2015E ROE 6.6% 2.3% 3.8% 3.0% FCF Yield 9.2% 8.6% 11.7% 7.4% Share Price Performance 125 120 115 110 105 100 95 90 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 OPL PW vs WIG Index All share price data as at close on 9-Dec-2014 Source: BESI Research, Company Data, Bloomberg Analysts Konrad Ksiezopolski +48 22 347 4074 kksiezopolski@espiritosantoib.pl Banco Espírito Santo de Investimento, S.A. – Warsaw Branch Poland 59 Zlota Street, 00-120 Warsaw NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA (v1.0.8.0) OPL PW PLN 9.00 PLN 11,811.22m 49% Summary Financial Information Valuation Metrics (Year end Dec) Orange Polska Rating Fair Value (PLN): SELL 8.00 Share Price (09/12/2014, PLN): Upside / Downside potential 9.00 -11% Previous Fair Value (PLN): % change to fair value 10.8 -26% Bloomberg Reuters OPL PW TPSA.WA Shares in Issue (Less Treasury)(m) Market Cap (PLN m) 2013 Net Debt (PLN m) Adjustments for Associates & Minorities (PLN m) Enterprise Value (PLN m) 1,312 11,811 4,666 2 16,479 2011 2012 2013 2014E 2015E 2016E 9.8 6.3 1.7 4.2 11.3 10.7% 8.6% 14.1 14.1 1.6 4.7 14.3 9.2% 9.0% 40.9 40.9 1.3 4.3 21.2 8.6% 5.5% 25.4 25.4 1.4 4.2 18.6 11.7% 5.6% 32.2 32.2 1.5 4.9 22.2 7.4% 3.3% 30.7 30.7 1.5 4.9 23.4 7.8% 3.3% 2011 2012 2013 2014E 2015E 2016E 36.2% 14.9% 17% 0.7 0.4 14 13.4% 33.9% 11.1% 16% 0.7 1.1 9 6.6% 31.3% 6.1% 17% 0.7 1.2 8 2.3% 30.7% 7.4% 15% 0.6 1.2 10 3.8% 30.3% 6.6% 18% 0.8 1.6 11 3.0% 30.2% 6.3% 18% 0.8 1.5 14 3.2% 2011 2012 2013 2014E 2015E 2016E 14,922 -5.0% 5,928 25.9% 39.7% 5,407 36.2% (3,703) 2,217 1696 14.9% (433) 0.0 1,784 133 0.0 0.0 1,917 1,224 14,147 -5.2% 4,845 -18.3% 34.2% 4,802 33.9% (3,261) 1,573 1530 11.1% (559) 0.0 1,014 (161) 0.0 0.0 853 853 12,923 -8.7% 3,904 -19.4% 30.2% 4,050 31.3% (3,107) 788 934 6.1% (478) 0.0 275 (16) 0.0 0.0 294 294 12,174 -5.8% 3,956 1.3% 32.5% 3,742 30.7% (3,048) 902 688 7.4% (394) 1.0 276 (34) 1.0 1.0 474 474 12,044 -1.1% 3,644 -7.9% 30.3% 3,644 30.3% (2,848) 796 796 6.6% (335) 2.0 277 (88) 2.0 2.0 373 373 11,890 -1.3% 3,595 -1.4% 30.2% 3,595 30.2% (2,849) 745 745 6.3% (261) 2.0 277 (92) 2.0 2.0 392 392 Reported EPS (PLN) Recurrent EPS (PLN) DPS (PLN) Payout Ratio Shares in Issue (Less Treasury) (m) 1.4 0.9 1.5 n.a. 1,334 0.6 0.6 1.5 103% 1,335 0.2 0.2 0.5 77% 1,336 0.4 0.4 0.5 227% 1,336 0.3 0.3 0.3 85% 1,336 0.3 0.3 0.3 107% 1,336 Cash Flow Summary (PLN m) 2011 2012 2013 2014E 2015E 2016E Net income D&A Change in Working Capital Associate & Minority Dividends Other Operating Cash Flow Operating Cash Flow Capital Expenditure 1,918 3,703 353 224 (805) 5,169 (2,606) 855 3,261 (383) 0 (1,869) 1,864 (2,354) 294 3,107 54 0 (163) 3,292 (2,188) 474 3,048 (66) 1 0 3,438 (1,826) 373 2,848 (16) 2 0 3,202 (2,168) 392 2,849 (14) 3 0 3,223 (2,140) Organic Free Cash Flow Acquisitions & Disposals Dividend Paid to Shareholders Equity Raised / Bought Back Other Financing Cash Flow Net Cash Flow 2,451 1,516 (2,004) (200) (1,452) 416 1,594 (396) (1,970) (200) (649) (2,488) 1,105 14 (656) 0 236 (198) 988 (318) (668) 0 500 1,126 797 (1,550) (401) 0 0 (916) 841 (450) (401) 0 0 232 2011 2012 2013 2014E 2015E 2016E 3,329 14,912 6,971 12 2,995 28,219 4,937 8,355 13,885 14,331 3 14,334 524 13,935 6,974 162 2,543 24,138 5,577 5,061 11,180 12,956 2 12,958 365 12,768 7,021 13 2,635 22,802 4,864 4,855 10,171 12,629 2 12,631 1,491 14,630 3,940 13 3,582 23,656 6,077 4,690 11,219 12,435 2 12,437 574 15,350 3,940 13 3,723 23,600 6,077 4,662 11,191 12,408 2 12,410 807 14,641 3,940 13 4,157 23,558 6,077 4,628 11,157 12,399 2 12,401 2,077 5,187 4,666 4,753 5,670 5,437 Recurrent P/E (x) Reported P/E (x) EV / Sales (x) EV / EBITDA (x) EV / EBIT (x) FCF Yield (%) Dividend yield (%) Key Ratios adj. EBITDA margin EBIT margin Capex / Revenue (x) Capex / Depreciation (x) Net Debt / EBITDA (x) EBITDA / net interest (%) ROE P&L Summary (PLN m, unless stated) Forthcoming Catalysts 4Q14 results LTE spectrum auction Feb-15 1Q15 ES Equity Research Analyst Konrad Księżopolski +48 22 347 40 74 kksiezopolski@espiritosantoib.pl Revenues Breakdown (2013) Other revenue 5% Mobile services 47% fixed-services 47% Mobile equipment sales 1% Revenue % change EBITDA % change % margin adj. EBITDA adj. EBITDA margin Depreciation & Amortisation EBIT reported EBIT adjusted % margin Net Financials Other Pre-tax Income Pre-Tax Profit Income Tax Expense Discontinued Operations Minority Interests Net Income Recurrent Net Income Revenues YoY Growth 0% -1% 2011 2012 2013 2014E 2014E 2015E 2016E -2% -3% -4% -5% -6% -7% -8% -9% -10% Margins Trend Balance Sheet Summary (PLN m) 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% 2011 2012 2013 EBITDA 2014E 2014E 2015E EBIT 2016E Cash & Equivalents Tangible Fixed Assets Goodwill & Intangibles Associates & Financial Investments Other Assets Total Assets Interest Bearing Debt Other Liabilities Total Liabilities Shareholders' Equity Minority Interests Total Equity Net Debt Page 26 of 39 VALUATION DCF We use a 10-year forecast free cash flow period. The valuation is based on FCF forecasts for 2015E-2023E; Net debt at the end of 2014E; risk free rate is set at 2.8% (vs 3.8% before) and beta is unchanged at 1.0. Figure 1 DCF DCF Valuation EBIT Tax rate NOPAT Depreciation CAPEX Change of Working Capital FCF FCF change WACC Calculation debt/equity risk free rate credit premium market premium beta cost of debt cost of equity WACC PV (FCF) PV [FCF] PV [RV] net debt, end 2014E Valuation (PLN m) # of shares (m) Fair value/ share 2014E 2015E 2016E 902 796 745 7% 19% 19% 842 645 604 3,048 2,848 2,849 -2,329 -3,568 -2,440 -84 -19 -18 1,476 -94 995 -19% -106% -1159% 2017E 837 19% 678 2,719 -2,056 -16 1,324 33% 2018E 932 19% 755 2,602 -2,035 -14 1,307 -1% 2019E 1,028 19% 833 2,502 -2,018 -12 1,305 0% 2020E 1,077 19% 872 2,417 -2,004 -9 1,276 -2% 2021E 1,122 19% 909 2,344 -1,992 -8 1,253 -2% 2022E 1,165 19% 944 2,282 -1,981 -7 1,238 -1% 2023E 1,210 19% 980 2,229 -1,972 -6 1,231 -1% RV 1,210 19% 980 25.7% 2.8% 1.5% 5.0% 1.0 4.0% 7.8% 6.8% 1,470 26.1% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.7% 1,087 26.5% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.7% 1,007 26.9% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 943 27.3% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 865 27.6% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 798 27.9% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 740 28.1% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 691 27.6% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.6% 25.7% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.7% -88 25.8% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 6.7% 871 980 0% 6,912 8,318 4,753 10,477 1,312 8.0 Source: Company data, BESI Research for estimates Sensitivity analysis Figure 2 Orange Polska – sensitivity analysis WACC 8.0 RFR 5% 6% 7% 8% 9% 10% 5% 6% 7% 8% 9% 1% 67% 36% 15% 1% -10% 6.0 0% 34% 14% 0% -10% -18% 5.6 -1% 13% -1% -11% -19% -25% 1% 13.4 10.8 9.2 8.0 7.2 6.6 0% 10.7 9.1 8.0 7.1 6.5 -1% 9.0 7.9 7.1 6.5 6.0 Source: Company data, BESI Research for estimates Page 27 of 39 Peer valuation Figure 3 Peer valuation – priced as on 09/12/2014 Com pany Rating Fair Share %age Value Price Upside 2014E 2015E 2016E 2014E Dividend yield EV/EBITDA 2015E 2016E Belgacom SELL 10.50 31.36 -66.5% 4.8% 4.8% 4.8% 7.3 7.6 7.9 BT Group BUY 4.80 4.09 17.5% 3.1% 3.5% 3.9% 6.8 6.8 6.6 Deutsche Telekom NEUTRAL 10.75 13.24 -18.8% 3.8% 3.8% 4.2% 6.4 6.3 6.2 Hellenic Telecom NEUTRAL 11.85 9.19 28.9% 5.4% 8.2% 9.2% 4.4 4.8 4.9 Kcom BUY 1.00 0.89 12.0% 6.0% 6.6% 7.0% 7.4 7.4 7.3 KPN SELL 2.20 2.58 -14.6% 2.7% 3.9% 5.8% 5.6 6.0 6.1 NEUTRAL 10.30 13.85 -25.6% 4.3% 4.3% 4.3% 5.1 5.1 5.1 Sw isscom SELL 370.00 572.50 -35.4% 3.8% 3.8% 3.8% 8.6 8.7 8.9 TDC BUY 66.00 48.01 37.5% 5.2% 5.2% 5.2% 6.0 6.6 6.7 Tele2 SELL 73.00 93.95 -22.3% 4.8% 5.1% 5.3% 8.0 7.8 7.5 Telecom Italia BUY 1.00 0.93 7.5% 1.1% 1.1% 1.6% 5.4 5.5 5.6 Telefonica SELL 9.65 12.92 -25.3% 5.8% 5.8% 5.8% 6.6 6.3 6.2 Telekom Austria SELL 5.00 5.58 -10.4% 0.9% 1.3% 1.3% 8.0 5.4 5.4 NEUTRAL 135.00 149.60 -9.8% 5.3% 6.0% 6.7% 6.3 6.1 6.0 SELL 33.75 52.25 -35.4% 5.7% 5.7% 5.9% 7.0 6.6 6.6 Magyar NEUTRAL 350 370.0 -5.4% 0.0% 0.0% 8.6% 4.7 4.5 4.4 Netia NEUTRAL 5.6 5.7 -0.9% 7.4% 7.4% 7.4% 3.7 4.4 4.6 O2 CR NEUTRAL 251.9 304.0 -17.1% 7.1% 6.1% 5.7% 4.5 4.6 4.5 SELL 8.0 9.0 -11.1% 5.6% 3.3% 3.3% 4.2 4.9 4.9 Median 4.8% 4.8% 5.1% 6.3 6.1 6.1 Premium (+) / Discount (-) 17% -30% -35% -32% -21% -21% Orange Telenor TeliaSonera Orange Polska Valuation (PLN m ) 16,462 Value/share (PLN) 12.5 Source: Source: Company data, BESI Research for estimates FINANCIALS Changes to estimates Figure 4 Orange Polska – changes to estimates 2014E (PLN m ) New Old Revenues 12,174 12,134 EBITDA 3,956 D&A 2015E % diff New Old 0% 12,044 11,844 3,793 4% 3,644 -3048 -2940 4% EBIT 902 853 Net income 474 496 2016E % diff New Old 2% 11,890 11,576 3% 3,524 3% 3,595 3,491 3% -2848 -2837 0% -2849 -2664 7% 6% 796 687 16% 745 827 -10% -4% 373 322 16% 392 465 -16% % diff Source: BESI Research for estimates BESI vs Bloomberg consensus Figure 5 Orange Polska – BESI vs Bloomberg (PLN m ) BESI BBG Revenues 12,174 12,265 3,956 EBIT Net income 2014E EBITDA 2015E % diff BESI BBG -1% 12,044 12,015 3,992 -1% 3,644 902 989 -9% 474 502 -5% 2016E % diff BESI BBG 0% 11,890 11,821 % diff 3,775 -3% 3,595 3,605 0% 796 862 -8% 745 1,094 -32% 373 430 -13% 392 582 -33% 1% Source: BESI Research for estimates, Bloomberg Page 28 of 39 Income statement Figure 6 Orange Polska – P&L P&L (PLN m ) Revenues % YoY change 2011 2012 2013 2014E 2015E 2016E 2017E 14,922 14,147 12,923 12,174 12,044 11,890 11,751 -5.0% -5.2% -8.7% -5.8% -1.1% -1.3% -1.2% fixed-voice 4,569 4,032 3,451 2,994 2,703 2,468 2,276 mobile-voice 7,010 6,806 5,943 5,778 5,632 5,661 5,690 947 885 800 756 725 709 697 % YoY change -2.3% -0.8% -7.4% -5.5% 1.3% -0.9% -0.8% % YoY change 137.9% -29.0% -49.9% 14.4% -11.7% -6.4% 12.3% % EBIT margin 14.9% 11.1% 6.1% 7.4% 6.6% 6.3% 7.1% -3,703 -3,261 -3,107 -3,048 -2,848 -2,849 -2,719 other Depreciation EBITDA 5,928 4,845 3,904 3,956 3,644 3,595 3,556 % YoY change 25.9% -18.3% -19.4% 1.3% -7.9% -1.4% -1.1% % EBITDA margin 39.7% 34.2% 30.2% 32.5% 30.3% 30.2% 30.3% -433 -559 -478 -394 -335 -261 -261 133 -161 -16 -34 -88 -92 -109 0 0 0 0 0 0 0 % YoY change 1352% -56% -66% 61% -21% 5% 19% % net margin 12.8% 6.0% 2.3% 3.9% 3.1% 3.3% 4.0% 0.9 0.6 0.2 0.4 0.3 0.3 0.3 2.8% -30.4% -65.6% 61.3% -21.3% 5.1% 18.9% Financial income/(expense), net Income tax Minority interest in earnings Recurrent EPS (PLN) % YoY change Source: Company data, BESI Research for estimates Operating data Figure 7 Orange Polska – operating data Operating data 2011 2012 2013 2014E 2015E 2016E 2017E Fixed-voice client base 5,623 5,104 4,699 4,344 4,089 3,934 3,829 fixed-broadband client base 2,346 2,345 2,327 2,327 2,337 2,347 2,357 14,658 14,895 14,997 15,099 15,178 15,257 15,336 fixed-voice ARPU 47.7 46.3 43.2 41.5 40.2 39.0 37.9 fixed-broadband ARPU 53.4 54.7 55.0 55.0 55.0 55.0 55.0 mobile -voice ARPU 40.3 38.3 32.4 32.0 31.0 31.0 31.0 mobile voice client base Source: Company data, BESI Research for estimates Balance sheet Figure 8 Orange Polska – balance sheet Balance sheet (PLN m ) 2011 2012 2013 2014E 2015E 2016E 2017E Total fixed assets 23,091 21,945 20,725 20,552 21,425 21,170 20,661 PP & E, net 14,912 13,935 12,768 14,630 15,350 14,641 13,979 Intangibles and goodw ill 6,971 6,974 7,021 3,940 3,940 3,940 3,940 Other fixed assets 1,208 1,036 936 1,982 2,135 2,589 2,742 Total current assets 5,128 2,193 2,077 3,104 2,175 2,388 2,665 214 194 200 189 192 190 188 1,506 1,408 1,199 1,129 1,117 1,103 1,090 Inventory Trade and other receivables Other current assets 79 67 313 295 292 288 285 Cash and equivalents 3,329 524 365 1,491 574 807 1,101 Total assets 28,219 24,138 22,802 23,656 23,600 23,558 23,326 Total stockholders equity 14,331 12,956 12,629 12,435 12,408 12,399 12,197 3 2 2 2 2 2 2 Long-term liabilities 5,717 4,676 2,775 4,750 4,740 4,729 4,719 Long-term debt 4,170 3,273 1,245 3,273 3,273 3,273 3,273 Other long-term liabilities 1,547 1,403 1,530 1,477 1,467 1,456 1,446 Short-Term Liabilities 7,575 5,962 6,944 6,018 5,998 5,975 5,955 Accounts payable 3,199 2,218 1,921 1,810 1,790 1,767 1,747 767 2,304 3,619 2,804 2,804 2,804 2,804 Other short-term liabilities 3,609 1,440 1,404 1,404 1,404 1,404 1,404 Total equity & liabilities 28,219 24,138 22,802 23,656 23,600 23,558 23,326 10.7 9.7 9.5 9.3 9.3 9.3 9.1 Including minority interest Short-term debt BVPS (PLN) Source: Company data, BESI Research for estimates Page 29 of 39 Cash Flow Figure 9 Orange Polska – cash flow Cash Flow (PLN m ) 2011 2012 2013 2014E 2015E 2016E Net incom e 1,918 855 294 474 373 392 466 Depreciation and Amortization 3,703 3,261 3,107 3,048 2,848 2,849 2,719 -13 Change in Net Working Capital 2017E 353 -383 54 -66 -16 -14 -805 -1,869 -163 0 0 0 0 5,169 1,864 3,292 3,438 3,202 3,223 3,169 -2,606 -2,333 -2,180 -1,826 -2,168 -2,140 -2,056 1,516 -396 14 -318 -1,550 -450 -150 Cash Flow from Investing Activities -1,090 -2,729 -2,166 -2,144 -3,718 -2,590 -2,206 Change in Debt -1,423 -644 238 500 0 0 0 Issue of shares 0 0 0 0 0 0 0 -2,004 -1,970 -656 -668 -401 -401 -668 Other Cash Flow from Operations Capital Expenditures Other Dividends paid Other -236 991 -906 0 0 0 0 Cash Flow from Financing Activities -3663 -1623 -1324 -168 -401 -401 -668 Beginning cash 2,447 2,860 406 198 1,324 407 640 416 -2,488 -198 1,126 -916 232 295 2,860 390 198 1,324 407 640 934 1.5 1.5 0.5 0.5 0.3 0.3 0.5 Increase/(decrease) in cash Ending cash DPS (PLN) Source: Company data, BESI Research for estimates Page 30 of 39 FUNDAMENTAL INSIGHT Poland | Telecom Services | Small & Mid Cap | 11-December-2014 Netia High dividend is not enough Although Netia offers the highest DY 15E among Polish telecoms on our estimates, at 7.4% vs 3.3% for OPL and 0% for CPS, we reiterate our NEUTRAL stance on the stock as we expect revenues and EBITDA to remain under pressure in the years ahead (we expect 2013-16E CAGR at -8.5% for both revenues and EBITDA). Hence, Netia’s significant valuation discount to int’l peers on 15E/16E EV/EBITDA of 22%/18% is also justified in our view. Its updated strategy with a focus on defending the client base on own network with further cross-selling and cost optimization seems to be the only way to mitigate EBITDA pressure, in our view. Netia’s goal of separating B2B and B2C infrastructure assets would make a spin-off scenario more likely in our view. We think more value could be unlocked though a spin-off scenario into B2B and B2C assets and possible buyers range from cableTV to mobile-only operators; however this is only a hypothetical at this point and hence we maintain our NEUTRAL rating and FV of PLN 5.6. Headcount reduction plan: In the 3Q14 results conference call, the CEO mentioned that following an internal audit executed just after the new Board’s arrival, Netia will continue its restructuring process with headcount reductions. Keeping in mind the ongoing top-line and EBITDA pressure, we would expect new management to take visible restructuring steps. We expect a headcount reduction plan similar (in relative scale) to that announced in 2011 after the Dialog/Crowley acquisition. We expect ca. 300 headcount reduction (16% of total staff) with avg severance payment at 4-6 salaries, which we estimate would imply a ca. PLN 11-16m severance provision probably booked in 4Q14E. Netia could be interested in TK Telekom: In our view, Netia could be among a small number of companies that might be interested in acquiring TK Telekom (put up for sale by the Polish state railways). However, Netia’s management has stated that it would only be interested at the right price. Given TK Telekom’s forecast for 14E EBITDA of PLN 45m, we would value the asset at ca. PLN 250m, at a ca. 20% discount to the GTS deal on the back of TK Telekom’s high dependence on PKP group. Comments from Netia’s management indicate that it would be willing to pay no more than PLN 200m. NEUTRAL 1% downside Fair Value PLN 5.60 Bloomberg ticker Share Price Market Capitalisation Free Float NET PW PLN 5.65 PLN 1,965.64m 100% PLN m Y/E 31-Dec 2012A 2013A 2014E 2015E Revenues EBITDA 2121.4 461.5 1876.0 532.8 1680.8 578.8 1569.2 463.0 adj EBITDA 579.9 550.9 497.3 463.0 EBIT (21.0) 92.8 154.4 84.3 Net income (87.7) 46.3 104.3 50.5 adj Net income (29.3) 26.5 (12.2) 50.5 net debt 405.7 290.7 179.7 101.0 Y/E 31-Dec 2012A 2013A 2014E 2015E 4.5 4.2 3.7 4.5 P/E (18.9) 41.6 18.9 38.9 adj P/E (56.6) 72.7 (160.7) 38.9 0.0% 7.5% 7.4% 7.4% 0.9 (3.8%) 0.5 2.1% 0.3 4.7% 0.2 2.4% EV/EBITDA DY net debt/EBITDA ROE FCF Yield 16.8% 15.2% 17.2% 11.4% adj. EBITDA margin 27.3% 29.4% 29.6% 29.5% Share Price Performance 115 110 105 100 95 90 85 Jan 2014 Apr 2014 NET PW Jul 2014 Oct 2014 vs WIG Index All share price data as at close on 9-Dec-2014 Source: BESI Research, Company Data, Bloomberg GigaKablowka offer: In August, Netia launched a commercial offer on the postAster HFC network covering ca. 314k homes in Warsaw and ca. 106k homes in Cracow. After ten weeks, the RGU base totalled 9.5k: 4.3k internet, 3.6k TV and 1.5k phone. Netia says that ca. 80% of services are sold either in 2P or 3P. The base package with 100MB/s internet speed and 12M contract at PLN 49.9/m looks attractive in comparison with OPL’s Geopromocja offer at PLN 59.9 and other cableTV offers but its payTV offer includes fewer channels and is intended more for pure internet users and low-end clients. When upgrading the payTV offer to market standard with 100+ channels, the pricing is comparable. Settlement with Orange Polska could sweeten DPS in 2015E: Orange Polska and Netia have settled all mutual claims and OPL paid PLN 145m gross. Netia already commented that PLN 75m cash received from OPL has been used for debt restructuring. In our view, some of the remaining cash could be used to increase the dividend in 2015E to at least the level of DPS PLN 0.5. However, we think the decision will be based on whether or not Netia acquires the TK Telekom asset and the price it pays. Analysts Konrad Ksiezopolski +48 22 347 4074 kksiezopolski@espiritosantoib.pl Banco Espírito Santo de Investimento, S.A. – Warsaw Branch Poland 59 Zlota Street, 00-120 Warsaw NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA (v1.0.8.0) Summary Financial Information Netia Rating Fair Value (PLN): NEUTRAL 5.6 Share Price (09/12/2014, PLN): Upside / Downside potential 5.7 -1% Previous Fair Value (PLN): % change to fair value 5.6 0% Bloomberg Reuters NET PW NTIA.WA Shares in Issue (Less Treasury)(m) Market Cap (PLN m) end 2013 Net Debt (PLN m) Adjustments for Associates & Minorities (PLN m) Enterprise Value (PLN m) 348 1,966 291 0 2,256 Valuation Metrics (Year end Dec) 2011 2012 2013 2014E 2015E 2016E Recurrent P/E (x) Reported P/E (x) EV / Sales (x) EV / EBITDA (x) EV / EBIT (x) FCF Yield (%) Dividend yield (%) 14.5 8.3 1.6 4.3 8.6 7.6% 0.0% (56.6) (18.9) 1.0 4.5 (98.5) 16.8% 0.0% 72.7 41.6 1.2 4.2 23.9 15.2% 7.5% (160.7) 18.9 1.3 3.7 13.9 17.2% 7.4% 38.9 38.9 1.3 4.5 24.5 11.4% 7.4% 31.3 31.3 1.4 4.6 21.3 10.3% 7.4% Key Ratios 2011 2012 2013 2014E 2015E 2016E 37.8% 18.7% 0.2 0.9 0.9 17 9.9% 21.8% -1.0% 0.1 0.5 0.9 8 -3.8% 28.4% 4.9% 0.2 0.6 0.5 12 2.1% 34.4% 9.2% 0.1 0.5 0.3 15 4.7% 29.5% 5.4% 0.1 0.5 0.2 13 2.4% 29.7% 6.4% 0.1 0.6 0.1 14 3.1% 2011 2012 2013 2014E 2015E 2016E 1,619 3.2% 611 4.3% 37.8% 408 25.2% (309) 303 6% 18.7% 0 303 15 0 317 68 0 0 249 142 2,121 31.0% 462 -24.5% 21.8% 580 27.3% (482) (21) -107% -1.0% 0 (21) (40) 0 (61) 27 0 0 (88) (29) 1,876 -11.6% 533 15.4% 28.4% 551 29.4% (440) 93 -542% 4.9% 0 93 (28) 0 64 18 0 0 46 26 1,681 -10.4% 579 8.7% 34.4% 497 29.6% (424) 154 66% 9.2% 0 154 (22) 0 133 28 0 0 104 (12) 1,569 -6.6% 463 -20.0% 29.5% 463 29.5% (379) 84 -45% 5.4% 1 85 (22) 1 62 12 0 0 50 50 1,473 -6.1% 437 -5.7% 29.7% 437 29.7% (342) 94 12% 6.4% 2 96 (17) 2 77 15 0 0 63 63 0.6 0.4 0.0 0% 389 (0.2) (0.1) 0.0 0% 389 0.1 0.1 0.4 -155% 389 0.3 (0.0) 0.4 316% 348 0.1 0.1 0.4 140% 348 0.2 0.2 0.4 289% 348 Cash Flow Summary (PLN m) 2011 2012 2013 2014E 2015E 2016E Net income D&A Change in Working Capital Other Operating Cash Flow Operating Cash Flow Capital Expenditure Free Cash Flow Acquisitions & Disposals Dividend Paid to Shareholders Equity Raised / Bought Back Other Financing Cash Flow Net Cash Flow 249 309 11 (150) 419 (263) 156 (810) 0 0 636 (18) (88) 482 (12) 159 541 (263) 279 (3) 0 0 (304) (28) 46 440 36 53 575 (282) 293 3 0 0 (327) (31) 104 424 (1) 12 540 (202) 338 0 (146) 0 (100) 92 50 379 (0) 0 429 (204) 225 0 (146) 0 (50) 29 63 342 (0) 0 405 (202) 203 0 (146) 0 (50) 7 Balance Sheet Summary (PLN m) 2011 2012 2013 2014E 2015E 2016E Cash & Equivalents Tangible Fixed Assets Goodwill & Intangibles Associates & Financial Investments Other Assets Total Assets Interest Bearing Debt Other Liabilities Total Liabilities Shareholders' Equity Minority Interests Total Equity 161 2,184 770 26 407 3,549 695 354 1,049 2,500 0 2,500 145 2,066 597 0 424 3,233 551 386 937 2,296 0 2,296 93 1,957 538 0 349 2,938 384 349 733 2,205 0 2,205 185 1,734 538 0 441 2,899 365 325 690 2,209 0 2,209 214 1,559 538 0 428 2,740 315 311 626 2,113 0 2,113 221 1,419 538 0 416 2,594 265 299 564 2,030 0 2,030 534 406 291 180 101 44 EBITDA margin EBIT margin Capex / Revenue (x) Capex / Depreciation (x) Net Debt / EBITDA (x) EBITDA / net interest (%) ROE P&L Summary (PLN m, unless stated) Forthcoming Catalysts 4Q14 results Feb-15 ES Equity Research Analyst Konrad Księżopolski +48 22 347 40 74 kksiezopolski@espiritosantoib.pl Revenues Breakdown (2013) interconnect 4% wholesale 6% other 4% fixed-voice 43% TV/mobile 4% Revenue % change EBITDA % change % margin adj EBITDA adj EBITDA margin Depreciation & Amortisation EBIT % change % margin Associates Operating Profit Net Financials Other Pre-tax Income Pre-Tax Profit Income Tax Expense Discontinued Operations Minority Interests Net Income Recurrent Net Income Reported EPS (PLN) Recurrent EPS (PLN) DPS (PLN) Payout Ratio Shares in Issue (Less Treasury) (m) internet 39% Revenues Growth 35% 30% 25% 20% 15% 10% 5% 0% -5% -10% -15% 31.0% 3.2% 2011 2012 -11.6% 2013 -10.4% 2014E -6.6% -6.1% 2015E 2016E Shareholders structure, July 2014 Others, 35.4% Navicorp Trust Polska, 5.0% Mennica Polska, 15.9% PZU OFE, 5.5% ING OFE, 9.6% FIP, 10.0% SISU Capital, 12.7% Aviva OFE, 5.8% Net Debt Source: Company data, Reuters, Bloomberg, BESI Research for estimates. Page 32 of 39 Financial forecasts Changes to estimates Figure 1 Netia – changes to estimates 2014E (PLN m ) New Revenues 2015E Old % diff New Old 2016E % diff New Old % diff 1,681 1,681 0% 1,569 1,550 1% 1,473 1,423 EBITDA 579 579 0% 463 455 2% 437 415 5% EBIT 154 154 0% 84 77 9% 94 73 29% Net profit 104 104 0% 50 44 15% 63 46 36% 4% Source: BESI Research for estimates BESI vs Bloomberg consensus Figure 2 BESI vs BBG 2014E (PLN m ) BESI Revenues 2015E BBG % diff BESI BBG 2016E % diff BESI BBG % diff 1,681 1,703 -1% 1,569 1,610 -3% 1,473 1,540 EBITDA 579 512 13% 463 458 1% 437 434 1% D&A 424 422 1% 379 383 -1% 342 351 -2% EBIT 154 90 71% 84 75 13% 94 83 13% Net income 104 75 39% 50 48 5% 63 57 10% -4% Source: BESI Research for estimates, Bloomberg for consensus VALUATION DCF Figure 3 Netia – DCF DCF Valuation 2014E 2015E 2016E 2017E 2018E 2019E 154 84 94 99 100 103 19% 19% 19% 19% 19% 19% 125 68 76 80 81 83 424 379 342 314 292 275 -202 -204 -202 -207 -207 -209 -1 0 0 0 0 0 347 243 217 187 166 149 32.9% -30.1% -10.7% -13.7% -11.5% -10.3% EBIT Tax rate NOPAT Depreciation CAPEX Change of WC FCF FCF change WACC Calculation debt/equity risk free rate credit premium market premium beta cost of debt cost of equity WACC PV (FCF) PV (FCF) PV (RV) net debt, end 2014E Valuation (PLN m) # of shares (PLN m) Fair value/Share 12.6% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.3% 345 11.5% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.3% 225 10.2% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 187 8.8% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 150 9.1% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 124 9.4% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 103 2020E 111 19% 90 262 -213 0 138 -7.4% 2021E 124 19% 100 252 -221 0 132 -4.3% 2022E 136 19% 110 246 -223 0 133 0.8% 2023E 145 19% 118 242 -225 0 134 1.0% >2023 145 19% 118 9.7% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 89 9.9% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 80 10.2% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.4% 75 10.5% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.3% 71 10.5% 2.8% 1.5% 5.0% 1.0 3.5% 7.8% 7.3% 118 0.0% 1,104 843 180 1,767 348 5.1 Source: Company data, BESI Research for estimates Figure 4 Netia – sensitivity table – WACC vs TGR Sensitivity Table TGR 5.1 -2% -1% 0% 1% 2% 5% 5.0 5.4 6.0 6.8 8.1 6% 4.7 5.1 5.5 6.0 6.8 WACC 7% 4.5 4.8 5.1 5.5 6.1 8% 4.3 4.5 4.8 5.1 5.5 9% 4.2 4.4 4.6 4.8 5.1 -2% -1% 0% 1% 2% 5% -1% 7% 18% 34% 59% WACC 6% 7% 8% 9% -7% -11% -15% -17% 0% -6% -11% -14% 8% 0% -6% -10% 18% 8% 0% -5% 35% 19% 9% 1% Source: BESI Research for estimates Page 33 of 39 Peer valuation Figure 5 Netia - peer valuation, as of 9/12/2014 Com pany Rating Share Fair %age Price Value Upside 2014E 2015E 2016E 2014E 2015E 2016E Dividend yield EV/EBITDA Belgacom SELL 31.36 10.50 -66.5% 4.8% 4.8% 4.8% 7.3 7.6 7.9 BT Group BUY 4.09 4.80 17.5% 3.1% 3.5% 3.9% 6.8 6.8 6.6 CWC BUY 0.49 0.68 39.4% 5.1% 5.1% 5.1% 6.3 5.7 5.4 Deutsche Telekom NEUTRAL 13.24 10.75 -18.8% 3.8% 3.8% 4.2% 6.4 6.3 6.2 Hellenic Telecom NEUTRAL 9.19 11.85 28.9% 5.4% 8.2% 9.2% 4.4 4.8 4.9 SELL 2.58 2.20 -14.6% 2.7% 3.9% 5.8% 5.6 6.0 6.1 NEUTRAL 13.85 10.30 -25.6% 4.3% 4.3% 4.3% 5.1 5.1 5.1 TDC BUY 48.01 66.00 37.5% 5.2% 5.2% 5.2% 6.0 6.6 6.7 Telecom Italia BUY 0.93 1.00 7.5% 1.1% 1.1% 1.6% 5.4 5.5 5.6 Telefonica SELL 12.92 9.65 -25.3% 5.8% 5.8% 5.8% 6.6 6.3 6.2 Telekom Austria SELL 5.58 5.00 -10.4% 0.9% 1.3% 1.3% 8.0 5.4 5.4 NEUTRAL 149.60 135.00 -9.8% 5.3% 6.0% 6.7% 6.3 6.1 6.0 SELL 52.25 33.75 -35.4% 5.7% 5.7% 5.9% 7.0 6.6 6.6 Magyar Telekom NEUTRAL 350.0 370.0 5.7% 0.0% 0.0% 8.6% 4.7 4.5 4.4 Netia NEUTRAL 5.7 5.6 -0.9% 7.4% 7.4% 7.4% 3.7 4.5 4.6 O2 CR NEUTRAL 251.9 304.0 20.7% 7.1% 6.1% 5.7% 4.5 4.6 4.5 SELL 9.0 8.0 -11.1% 5.6% 3.3% 3.3% 4.2 4.9 4.8 Median 4.8% 4.8% 5.1% 6.0 5.7 5.6 Premium (+) / Discount (-) 55% 55% 46% -38% -22% -18% KPN Orange Telenor TeliaSonera Orange Polska Valuation (PLN m ) 2,603 Value/share (PLN) 7.5 Source: BESI Research for estimates, Bloomberg FINANCIALS Income Statement Figure 6 Netia – P&L Netia - P&L (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E 2017E Revenues 1,569 1,619 2,121 1,876 1,681 1,569 1,473 1,379 4% 3% 31% -12% -10% -7% -6% -6% o/w fixed-voice 742 737 948 809 680 605 520 449 o/w broadband 580 604 766 725 689 661 649 629 o/w others 248 277 407 342 313 303 304 301 -1,531 -1,553 -2,084 -1,803 -1,643 -1,485 -1,379 -1,280 -7% % YoY change Total OPEX 1% 1% 34% -13% -9% -10% -7% other opex % YoY change 248 237 -58 20 116 0 0 0 EBIT 286 303 -21 93 154 84 94 99 % YoY change 1864% 6% -107% -542% 66% -45% 12% 5% % EBIT margin 18.2% 18.7% -1.0% 4.9% 9.2% 5.4% 6.4% 7.2% -301 -309 -482 -440 -424 -379 -342 -314 586 611 462 533 579 463 437 413 22.9% 25.2% 27.3% 29.4% 29.6% 29.5% 29.7% 30.0% Depreciation EBITDA % adj EBITDA margin Financial income/(expense), net 3 15 -40 -28 -22 -22 -17 -13 289 25 317 68 -61 27 64 18 133 28 62 12 77 15 86 16 effective tax rate 9% 22% -44% 28% 21% 19% 19% 19% Net incom e 264 249 -88 46 104 50 63 70 % YoY change 197% -6% -135% -153% 125% -52% 24% 11% % net margin 16.8% 15.4% -4.1% 2.5% 6.2% 3.2% 4.3% 5.1% 56 142 -29 26 -12 50 63 70 -867% 156% -121% -190% -146% -513% 24% 11% Profit before tax Income tax Recurrent Net Incom e % YoY change EPS (PLN) % YoY change Recurrent EPS (PLN) % YoY change 0.7 0.6 -0.2 0.1 0.3 0.1 0.2 0.2 197% -6% -135% -153% 152% -52% 24% 11% 0.1 0.4 -0.1 0.1 0.0 0.1 0.2 0.2 -867% 156% -121% -190% -152% -513% 24% 11% Source: Company data, BESI Research for estimates Page 34 of 39 Operating data Figure 7 Netia – operating data Operating data 2010 2011 2012 2013 2014E 2015E 2016E 2017E 690 912 875 849 795 793 783 758 1,219 1,745 1,644 1,489 1,338 1,197 1,062 946 TV client base (in 000) n/a 51 79 120 144 194 224 244 mobile broadband client base (in 000) n/a 30 30 26 20 16 12 8 mobile voice client base (in 000) n/a 52 60 42 23 13 8 8 1,909 2,789 2,688 2,526 2,320 2,214 2,089 1,965 ARPU - internet (PLN/month) 54 52 57 56 56 55 55 55 ARPU - fixed-voice (PLN/month) 52 50 47 43 41 39 38 37 ARPU - TV (PLN/month) n/a 38 43 38 37 37 38 38 ARPU - mobile-internet (PLN/month) n/a 28 27 27 28 28 28 28 ARPU - mobile-voice (PLN/month) n/a 29 26 28 28 28 28 28 fixed-broadband client base (in 000) fixed-voice client base (in 000) RGU (in 000) Source: Company data, BESI Research for estimates Balance sheet Figure 8 Netia – balance sheet Netia - Balance sheet (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E 2017E Total fixed assets 1,974 3,103 2,777 2,621 2,513 2,338 2,198 2,091 PP & E, net 1,476 2,184 2,066 1,957 1,734 1,559 1,419 1,311 Intangibles and goodw ill 389 770 597 538 538 538 538 538 Other fixed assets 109 149 113 126 241 241 241 241 Total current assets 595 447 456 317 386 401 396 366 11 5 2 3 2 2 2 2 198 250 249 196 176 164 154 144 Inventory Trade and other receivables Other current assets 38 30 60 25 22 21 19 18 Cash and equivalents 347 161 145 93 185 214 221 202 Total assets 2,569 3,549 3,233 2,938 2,899 2,740 2,594 2,456 Total stockholders equity 2,298 2,500 2,296 2,205 2,209 2,113 2,030 1,954 0 0 0 0 0 0 0 0 27 549 451 317 244 194 144 94 34 Including minority interest Long-term liabilities Long-term debt 0 515 384 257 184 134 84 Other long-term liabilities 27 35 67 60 60 60 60 60 Short-Term Liabilities 244 500 486 416 446 432 420 409 Accounts payable 207 262 260 232 208 194 182 170 0 181 166 127 181 181 181 181 37 57 59 58 58 58 58 58 2,569 3,549 3,233 2,938 2,899 2,740 2,594 2,456 5.9 6.4 5.9 5.7 6.3 6.1 5.8 5.6 2017E Short-term debt Other short-term liabilities Total equity & liabilities BVPS (PLN) Source: Company data, BESI Research for estimates Cash Flow Figure 9 Netia – Cash Flow Netia - Cash Flow (PLN m ) 2010 2011 2012 2013 2014E 2015E 2016E Net incom e 264 249 -88 46 104 50 63 70 Depreciation and Amortization 301 309 482 440 424 379 342 314 0 Change in Net Working Capital -21 11 -12 36 -1 0 0 -254 -150 159 53 12 0 0 0 289 419 541 575 540 429 405 383 -193 -263 -263 -282 -202 -204 -202 -207 -96 -810 -3 3 0 0 0 0 -289 -1,073 -266 -279 -202 -204 -202 -207 Change in Debt -7 694 -187 -132 -100 -50 -50 -50 Issue of shares 0 0 0 0 0 0 0 0 Dividends paid 0 0 0 0 -146 -146 -146 -146 Other Cash Flow from Operations Capital Expenditures Other Cash Flow from Investing Activities Other -1 -59 -116 -195 0 0 0 0 Cash Flow from Financing Activities -8 636 -304 -327 -246 -196 -196 -196 181 173 155 124 93 185 214 221 -8 -18 -28 -31 92 29 7 -19 Ending cash 173 155 128 93 185 214 221 202 DPS (PLN) 0.00 0.00 0.00 0.35 0.42 0.42 0.42 0.42 Beginning cash Increase/(decrease) in cash Source: Company data, BESI Research for estimates Page 35 of 39 Valuation Methodology Cyfrowy Polsat We value the new Cyfrowy Polsat using two methods, DCF and peer valuation. Our final value is a weighted average of the two methods where each has an equal 50% weight. Using a DCF, we arrive at a FV of PLN 34.2/share while via a peer valuation we arrive at PLN 23.9. Our final value is PLN 29.1, giving 18% upside potential to the current share price. Orange Polska We value OPL using DCF, DDM and show peer multiples for illustrative purposes only. However, due to the LTE auction and increased capex related to the deregulation of 76 districts, and our expectation for a dividend cut, we use a weighted average of DCF and DDM with equal weighting of 50%. Using a DCF, we derive a fair value of PLN 8.0 and using DDM we arrive at PLN 7.9. Our fair value is PLN 8.0, implying 11% downside potential to the current share price. Netia We value Netia using the average of three methods: DCF, DDM and peer multiples (14E&15E&16E EV/EBITDA) where DCF and DDM each have a 40% weighting and the multiple method has a weighting of 20%. Using a DCF, we derive a fair value of PLN 5.1; using a peer comparison we arrive at PLN 7.5 and based on DDM we arrive at PLN 5.24. Our fair value is PLN 5.6, which is in line with the current market price. Risks to Fair Value Cyfrowy Polsat Weaker than expected delivery on revenue and costs synergies Weaker than expected performance of SmartDOM offer ARPU and margin dilution from bundling offer Weaker than expected performance of TV ad market Stronger than expected dilution of Polsat TV and TVN audience share coming from digital switchover in 2013 Weaker-than-expected macro situation that could reduce consumption spending on telecom-related services Orange Polska Risk to the downside: Price escalation on LTE spectrum auction, Price war on mobile broadband offer, Further price pressure on B2B market, SmartDOM offer churning OPL clients, Higher-than-expected erosion of ARPU in the mobile voice segment, Acceleration of net adds erosion in fixed-voice and fixed-data. CableTV going quad-play faster than expected, Risk to upside: Lower than expected LTE budget, Successful FTTx network rollout or lower incremental capex spent, Consolidation of Polish telco market reducing competitive landscape, Page 36 of 39 Netia Upside risk: Better than expected net adds on post-Aster network, A slowdown in net client erosion among existing segments, fixed-voice and fixed-broadband, UKE reduced wholesale tariffs BSA/WLR/LLU resulting in higher margin of regulated access services for Netia, Downside risks: Speed up in client erosion in fixed-voice and fixed-broadband, Worse than expected performance of client net adds on post-Aster network Cyfrowy Polsat Buy CPS PW Trading Buy Neutral Trading Sell Sell Restricted Orange Polska Dropped Coverage Buy OPL PW Trading Buy Neutral Trading Sell Sell Restricted Dropped Coverage 30 19 28 N 26 N 17 B 24 15 B 22 S B 13 N 20 B 11 18 16 B B N 9 14 S 7 12 10 Dec-11 Mar-12 Jun-12 Sep-12 Report date Dec-12 Mar-13 Jun-13 Sep-13 Recommendation Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Fair value Share price 2014 July 22 Buy PLN 27.10 PLN 22.80 2013 Buy PLN 23.80 PLN 19.35 Buy PLN 23.70 PLN 20.12 Buy PLN 17.90 PLN 15.60 Neutral PLN 16.70 PLN 15.35 November 27 September 2 2012 November 23 August 20 Source: Bloomberg, BESI Research 5 Dec-11 Mar-12 Jun-12 Sep-12 Report date Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Recommendation Fair value 2014 July 22 Buy PLN 10.80 PLN 9.55 2013 Buy PLN 12.60 PLN 10.54 November 27 February 21 2012 December 10 October 22 Share price Sell PLN 6.30 Neutral PLN 12.20 PLN 11.98 Sell PLN 11.90 PLN 13.23 PLN 7.13 September 26 Neutral PLN 15.50 PLN 16.35 February 17 Neutral PLN 17.40 PLN 16.60 Source: Bloomberg, BESI Research Netia NET PW Buy Trading Buy Neutral Trading Sell Sell Restricted Dropped Coverage 6.5 B B 6 N N 5.5 B B 5 B 4.5 4 3.5 Dec-11 Mar-12 Jun-12 Sep-12 Report date Dec-12 Mar-13 Jun-13 Recommendation Sep-13 Dec-13 Mar-14 Fair value Jun-14 Sep-14 Dec-14 Share price 2014 November 12 Neutral PLN 5.60 July 22 Neutral PLN 5.40 PLN 5.48 August 12 Buy PLN 5.80 PLN 4.99 February 27 Buy PLN 5.40 PLN 4.23 December 10 Buy PLN 5.90 PLN 4.84 September 26 Buy PLN 7.00 PLN 6.02 April 18 Buy PLN 7.20 PLN 6.12 2013 2012 PLN 5.54 Source: Bloomberg, BESI Research Please visit our website at www.EspiritoSantoIB.co.uk for up to date recommendation charts. Page 37 of 39 IMPORTANT DISCLOSURES 091214 This report was prepared by BESI Research, a global brand name for the equity research teams of Banco Espírito Santo de Investimento, S.A., with headquarters in Lisbon, Portugal, of its Branches in Spain and Poland and of its affiliates BES Securities do Brasil, S.A – Corretora de Câmbio e Valores Mobiliários, in Brazil, Execution Noble Limited, in the United Kingdom, and Espirito Santo Securities India Private Limited, in India, all authorized to engage in securities activities according to each domestic legislation. All of these entities are included within the perimeter of the financial group controlled by Novo Banco, S.A., a Portuguese bank authorised and regulated by Banco de Portugal (Portuguese Banking Regulator) and Comissão do Mercado de Valores Mobiliários (the Portuguese Securities Market Authority), which was incorporated on the 3rd of August 2014 in the context of the resolution action taken on the former financial institution Banco Espírito Santo, S.A.. Analyst Certification Each research analyst primarily responsible for the content of this research report, in whole or in part, certifies that with respect to each security or issuer that the analyst covered in this report: (1) all of the views expressed accurately reflect his or her personal views about those securities or issuers; the issuers were not previously informed about the content of the recommendation included in this research report and the assumptions were not validated by the issuers; (2) no part of his or her compensation is directly or indirectly related to: (a) the specific recommendations or views expressed by that research analyst in the research report; and/or (b) any services provided or to be provided by Banco Espírito Santo de Investimento, S.A. and/or by any of its affiliates to the issuer of the securities under recommendation. Moreover, each of the analysts hereby certifies that he or she has no economic or financial interest whatsoever in the companies subject to his or her opinion and does not own or trade any securities issued by the latter. Ratings Distribution BESI Research hereby provides the distribution of the equity research ratings in relation to the total issuers covered and to the investment banking clients as of end of September 2014. Explanation of Rating System 12-MONTH RATING BUY Ratings Distribution DEFINITION Analyst expects at least 10% upside potential to fair value, which should be realized in the next 12 months As at end September 2014 Recommendation Total BESI Research Count % of Total Total Investment Banking Clients (IBC) Count % of IBC % of Total 12 Month Rating: NEUTRAL SELL Analyst expects upside/downside potential of between +10% and -10% to fair value, which should be realized in the next 12 months Analyst expects at least 10% downside potential to fair value, which should be realized in the next 12 months TRADING RATING TRADING BUY DEFINITION Analyst expects a positive short-term movement in the share price (max duration 3 months from the time Trading Buy is announced) and may move out of line with the fair value estimate during that period TRADING SELL Analyst expects a negative short-term movement in the share price (max duration 3 months from time Trading Sell is announced) and may move out of line with the fair value estimate during that period Buy 205 46.8% 31 86.1% 7.1% Neutral 141 32.2% 4 11.1% 0.9% Sell 90 20.5% 0 0.0% 0.0% Restricted 1 0.2% 1 2.8% 0.2% Under Review 1 0.2% 0 0.0% 0.0% Trading Buy 0 0.0% 0 0.0% 0.0% Trading Sell 0 0.0% 0 0.0% 0.0% 438 100% 36 100% 8.2% Trading Rating: Total recommendations For further information on Rating System please see “Definitions and distribution of ratings” on: http://www.espiritosantoib-research.com. 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This report is not, and should not be construed as an offer or a solicitation to buy or sell any securities or related financial instruments. The investment discussed or recommended in this report may be unsuitable for investors depending on their specific investment objectives and financial position. The material in this research report is general information intended for recipients who understand the risks associated with investment. It does not take account of whether an investment, course of action, or associated risks are suitable for the recipient. This research report does not purport to be comprehensive or to contain all the information on which a prospective investor may need in order to make an investment decision and the recipient of this report must make its own independent assessment and decisions regarding any securities or financial instruments mentioned herein. 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This communication has been issued and approved by Execution Noble Limited in the United Kingdom where it is being directed at persons who have professional experience in matters relating to investments. It is not intended for retail customer use. Ownership and Material Conflicts of Interest Banco Espírito Santo de Investimento, S.A. and/or its Affiliates (including all entities within BESI Research) and/or their directors, officers and employees, may have, or have had, interests or qualified holdings on issuers mentioned in this report. Banco Espírito Santo de Investimento, S.A. and/or its Affiliates may have, or have had, business relationships with the companies mentioned in this report. However, the research analysts may not purchase or sell securities or have any interest whatsoever in companies subject to their opinion. Banco Espírito Santo de Investimento, S.A. and/or its Affiliates have a qualified shareholding (1% or more) in Oi. Bradesco has a direct qualified shareholding (20%) in BES Investimento do Brasil, S.A., the parent company of BES Securities do Brasil S.A. CCVM. Pursuant to Polish Ministry of Finance regulations, we inform that neither does Banco Espírito Santo de Investimento, S.A. nor its Affiliates have any qualified shareholding in the Polish Securities Issuers mentioned in this report in excess of 5% of its total share capital. Mr. Rafael Valverde, a member of the board of Banco Espírito Santo de Investimento, S.A., is a non-executive board member of EDP Renováveis. Banco Espírito Santo de Investimento, S.A and/or its subsidiaries are liquidity providers or market makers for Altri, Usiminas and Vale. Banco Espírito Santo de Investimento, S.A. and/or its subsidiaries participate or have participated in the last 12 months as a syndicate member in share offerings of 4imprint, Alumetal, Capital Park, CTT, EDP, Klabin, Liberbank, Mota-Engil, Mota-Engil Africa, NAHL Group, NOS, Oi, PGE, Prime Car Management, REN and SKS Microfinance. Banco Espírito Santo de Investimento, S.A. and/or its subsidiaries participate or have participated in the last 12 months as a syndicate member in the bond issues of the following companies: Abengoa, Altri, Bematech, EDP, Globe Trade Centre, Kredyt Inkaso, Mota-Engil and Sonae. Page 38 of 39 Banco Espírito Santo de Investimento, S.A. and/or its subsidiaries provided in the last 12 months investment banking services to the following companies: 4imprint, Abengoa, Altri, Alumetal, Bematech, Burford Capital, Capital Park, Casino Guichard, EDP, EDP Renovaveis, Galp Energia, Globe Trade Centre, Inditex, IQE, Kcom Group, Klabin, Kredyt Inkaso, Kruk, Laird, Liberbank, Mota-Engil, Mota-Engil Africa, NAHL Group, NOS, Oi, Prime Car Management, REN, Semapa, SKS Microfinance, Sonae, Sonaecom, Sports Direct, SVG Capital and Ted Baker. Affiliates of Banco Espírito Santo de Investimento, S.A. are partners to Mota-Engil in the infrastructure business in Portugal and other countries. Mota-Engil jointly with ES Concessões, S.G.P.S., S.A. (held by an Affiliate of Banco Espírito Santo de Investimento, S.A.) has created a joint holding company – Ascendi – for all stakes in transportation infrastructure concessions in Portugal and abroad. Banco Espírito Santo de Investimento, S.A. provided, or continues to provide, investment banking services to Ascendi. Banco Espírito Santo de Investimento, S.A. and/or its subsidiaries do and seek to provide investment banking or other services to the companies referred to in this research report. As a result, investors should be aware that a conflict of interest may exist. Market Making UK Execution Noble Limited is a Market Maker in companies covered and may sell to or buy from customers as principal in certain financial instruments listed or admitted to listing on the London Stock Exchange. For information on Companies to which Execution Noble Limited is a Market Maker please see “Execution Noble Limited UK Market Making” on http://www.espiritosantoib-research.com. Confidentiality This report cannot be reproduced, in whole or in part, in any form or by any means, without BESI Research’s specific written authorization. This report is confidential and is intended solely for the designated addressee. Therefore any disclosure, replication, distribution or any action taken in reliance on it, is prohibited and unlawful. Receipt and/or review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion, or information contained in this report (including any investment recommendations, estimates or price targets without first obtaining express permission from an authorized officer of Banco Espírito Santo de Investimento, S.A. Regulatory Authorities Portugal: Banco Espírito Santo de Investimento, S.A. is regulated by the Comissão do Mercado de Valores Mobiliários (the Portuguese Securities Market Authority); Spain: the branch in Madrid is regulated by the Comisión Nacional del Mercado de Valores (the Spanish Securities Market Authority); Poland: the branch in Warsaw is regulated by the Komisja Nadzoru Finansowego (the Polish Financial Supervision Authority); Brazil: BES Securities do Brasil, S.A. - Corretora de Câmbio e Valores Mobiliários is regulated by the Comissão de Valores Mobiliários (the Brazilian Securities Market Authority); United Kingdom: Execution Noble Limited is authorised and regulated by the Financial Conduct Authority; India: Espirito Santo Securities India Private Limited is regulated by the Securities and Exchange Board of India. NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA Page 39 of 39