Vodafone UK and Three UK Merger: Great for Customers, Country, and Competition

London and Hong Kong, 14 June 2023

Vodafone Group Plc ("Vodafone") and CK Hutchison Group Telecom Holdings Limited ("CKHGT"), a wholly owned subsidiary of CK Hutchison Holdings Limited ("CK Hutchison"), have entered into binding agreements in relation to a combination of their UK telecommunication businesses, respectively Vodafone UK ("Vodafone UK") and Three UK ("Three UK") (the "Transaction"). Vodafone will own 51% of the combined business ("MergeCo") and CKHGT 49%.

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Margherita Della Valle, Vodafone Group Chief Executive, described the merger of Vodafone UK and Three UK as being "great for customers, great for the country and great for competition.

Great for Customers

• From day one1, millions of customers of Vodafone UK and Three UK will enjoy a better network experience with greater coverage and reliability at no extra cost, including through certain flexible, contract-free offers with no annual price increases, and social tariffs.
• MergeCo will reach more than 99% of the UK population with our 5G standalone network, delivering to customers up to a six-fold increase in average data speeds by 20342.

Great for Country

• The combined business will invest £11 billion in the UK3 over ten years to create one of Europe's most advanced standalone 5G networks, in full support of UK Government targets.
• By having a best-in-class 5G network in place sooner, the merger will deliver up to £5 billion per year in economic benefit by 20304, create jobs and support digital transformation of the UK's businesses. Every school and hospital in the UK will have access to standalone 5G by 2030.

Great for Competition

• The merger will create a third operator with scale, levelling the competitive playing field, increasing competition to the UK's two leading converged operators and will also provide more choice in wholesale partners for the UK's already competitive MVNOs.
• The combined business will offer fixed wireless access (mobile home broadband) to 82% of households by 2030, complementing MergeCo's access to the UK's biggest full fibre footprint.

Value-creating Transaction

• No cash consideration to be paid, with the Vodafone UK and Three UK businesses contributed with differential debt amounts at completion to achieve MergeCo ownership of 51:49 between Vodafone and CKHGT.
• Comprehensive joint governance framework in place between Vodafone and CKHGT, with Vodafone fully consolidating MergeCo. Vodafone and CKHGT having call and put options, respectively, which if exercised, would result in Vodafone acquiring CKHGT's 49% shareholding.
• The Transaction is expected to result in substantial efficiencies. These are expected to amount to more than £700 million of annual cost and capex synergies by the fifth full year post-completion, with an implied NPV of over £7 billion.
• Current Vodafone UK CEO Ahmed Essam will become MergeCo CEO, and current Three UK CFO Darren Purkis will take the role of MergeCo CFO.
• The Transaction is expected to close before the end of 2024, subject to regulatory and shareholder approvals.
  
  
  
  

Margherita Della Valle, Vodafone Group Chief Executive, said:
"The merger is great for customers, great for the country and great for competition. It's transformative as it will create a best-in-class - indeed best in Europe - 5G network, offering customers a superior experience. As a country, the UK will benefit from the creation of a sustainable, strongly competitive third scaled operator - with a clear £11 billion network investment plan - driving growth, employment and innovation. For Vodafone, this transaction is a game changer in our home market. This is a vote of confidence in the UK and its ambitions to be a centre for future technology."

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Canning Fok, Group Co-Managing Director of CK Hutchison said:
"Today's announcement is a major milestone for CK Hutchison and for the UK. Three UK and Vodafone UK currently lack the necessary scale on their own to earn their cost of capital. This has long been a challenge for Three UK's ability to invest and compete. Together, we will have the scale needed to deliver a best-in-class 5G network for the UK, transforming mobile services for our customers and opening up new opportunities for businesses across the length and breadth of the UK. This will unlock significant value for CK Hutchison and its shareholders, realise material synergies, reduce net financial indebtedness and further strengthen its financial profile."

Ahmed Essam, Vodafone UK Chief Executive, said:
"The combination of Vodafone UK and Three UK will bring more choice and better value to customers nationwide. With scale to invest, we will create a best-in-class 5G network, supporting the Government's 5G ambitions, drive digital transformation and create jobs. Through converged offers we will really challenge the two largest operators and, of course, we will continue to support the most vulnerable in society with our social tariffs and our commitment to help 6 million people cross the digital divide by 2025.

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Robert Finnegan, CEO of Three UK, said:
"Today's news marks a significant step in our efforts to create a business that will build the biggest and fastest 5G mobile network in the country. The combination of Three UK and Vodafone UK will bring the advantages of 5G to every business and household in the UK, enabling the UK to deliver its ambitions for digital and economic growth and fully supporting the UK Government's objectives for a world-leading digital economy."

Strategic rationale for the Transaction

The Transaction will create a best-in-class network for coverage and reliability for the UK, benefiting customers, the country and competition.

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Great for Customers

• From day one ⫶ Transform customer experience
• Better network: An improved network performance is expected from day one1. Customers will benefit from improved network speeds and reduction in network congestion. Customers of Vodafone UK and Three UK will also benefit from an increase in coverage, exceeding the Government's 2027 targets5.
• Better value: There will be no change to each operator's pricing strategy as a result of the Transaction. Customers will pay the same for more, driven by the significantly improved network. MergeCo will remain fully committed to supporting vulnerable customers by continuing to offer social tariffs for mobile and broadband, protected from inflation, as well as flexible, contract-free offers with no annual price increases. Both companies will continue to support vulnerable customers and programmes that focus on skills and digital inclusion to help almost 6 million people.
• More choice in home broadband: MergeCo will have the UK's widest availability of connections with over 100Mbps speeds through full fibre broadband combined with fixed wireless access ("FWA").

In the future ⫶ Best-in-class network - increased capacity, coverage and speed, with greater reliability

• Capacity: By combining our networks, network capacity in the future will almost double compared to the two companies on a standalone basis6.
• Coverage: MergeCo expects to reach over 99% UK population coverage with a 5G standalone network by 20347. This is wholly aligned with the UK government's Wireless Infrastructure Strategy, which sets ambitions for 5G in all populated areas8 by 20309. This will ensure rural communities across all four nations are not left behind.
• Speed: An up-to six-fold increase in average data speeds for customers by 2034 (compared to each standalone company today)2 is expected to be achieved enabling customers to reach multi-gigabit speeds.
• Reliability: Due to the improved coverage, speed and capacity of the network, the combined business will be able to provide customers with a better quality, more reliable experience.

Great for Country

• Turbocharge growth, employment and digital innovation: Through the new combined business, MergeCo will deploy one of Europe's most comprehensive and advanced standalone 5G networks, powering the UK's digital economy and underpinning the UK's role as a digital tech leader in Europe. By having a better 5G network in place sooner, MergeCo is expected to deliver up to £5 billion per year in UK economic benefit by 20304, supporting the digital transformation for schools, hospitals and businesses. MergeCo's standalone 5G network will cover every school and hospital in the UK by 203010, helping deliver the Government's stretch ambition as set out in the Wireless Infrastructure Strategy9.
• Investment: MergeCo intends to invest over £6 billion in the first five years, and £11 billion over a ten-year plan3, to create a best-in-class 5G network. This level of infrastructure investment would be expected to support between 8,000 and 12,000 new jobs in the wider economy11.
• Accelerating the transition to net zero12: MergeCo will achieve this whilst also reducing energy consumption by accelerating the installation of energy efficient 5G equipment and replacing less power-efficient 2G and 3G systems.

Investor & analyst presentation

Vodafone is hosting a presentation and Q&A that will start promptly at 13:30 (BST) on 14 June 2023 for analysts and investors, which will be webcasted live via investors.vodafone.com/results.

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Vodafone UK and Three UK have launched a microsite vodafoneandthree.uk with more information about MergeCo that will be updated on a regular basis.

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