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VIMPELCOM. P resentation of 2 Q 2003 F inancial and O perating R esults. M erger P roposal for V impel C om and V impel C om- R egion. August 28, 2003. Disclaimer.
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VIMPELCOM Presentation of 2Q2003 Financial and Operating Results Merger Proposal for VimpelCom and VimpelCom-Region August 28, 2003
Disclaimer This presentation contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate, in part, to the Company’s development plans, such as future subscriber growth, national expansion and wireless penetration. These statements also relate to the consummation of the merger and related transactions which are subject to shareholder, regulatory and certain other approvals, as well as certain other conditions precedent, including the transfer of all of VimpelCom-Region’s licenses and permissions to VimpelCom. If any of the approvals are not obtained or any condition precedent is not met, the merger will not be consummated. The forward-looking statements are based on management's best assessment of the Company's strategic and financial position, future market conditions and trends its ability to consummate the merger and related transactions. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of unforeseen developments from regulatory authorities, competition, governmental regulations of the wireless telecommunications industry, general political and social uncertainties in Russia, general economic developments in Russia, the Company’s ability to continue to grow its overall subscriber base, continued volatility in the world economy and other factors. There can be no assurance that such risks and uncertainties will not have material adverse effects on the Company’s development plans or that the merger will be consummated. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2002 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this presentation, or to make corrections to reflect future events or developments.
Participants Jo Lunder Chief Executive Officer Nikolai N. PryanishnikovFirst Vice President – Commercial Director
Participants Elena A. ShmatovaChief Financial Officer Valery P. GoldinVice President, International and Investor Relations
2Q2003 Highlights • $53 million consolidated net income and $9.0 million net income in the regions • 46% consolidated EBITDA margin and 36% EBITDA margin in the regions • 8.5 million subscribers as of August 28, 2003 • $97 million ruble bonds placed by VimpelCom-Region • Launch of operations in St. Petersburg • Number one position achieved in Siberia • One of the world’s first on-line prepaid roaming launched nationwide
VimpelCom 2Q2003 financial highlights Net revenues, $ million Net income, $ million EBITDA, $ million EBITDA margin Source: VimpelCom
Key financial figures * Total operating revenues excluding inter-company transactions
Market performance VimpelCom market share VimpelCom subscriber base million Moscow Russia Source: VimpelCom, Consensus estimates
National GSM network rollout Northwest Population: 14.0 mln. Moscow Population: 17.0 mln. Urals Population:18.3 mln. 38 Central Population:21.0 mln. 39 43 3 10 9 4 19 18 1 20 5 23 8 44 22 6 12 7 31 11 25 2 37 35 13 14 29 30 27 26 21 34 28 24 36 41 42 17 16 32 15 VolgaPopulation: 25.2 mln. 40 33 SiberiaPopulation: 15.3 mln. South Population: 22.9 mln. - in commercial operation - launch in 2003E - other licensed regions - unlicensed territories
Regions – number of subscribers Central Volga ‘000 ‘000 Source: VimpelCom
Regions – number of subscribers (continued) Siberia South ‘000 ‘000 Northwest ‘000 Source: VimpelCom
Network rollout as of June 30, 2003 Note: BTS – base transceiver station BSC – base station controller MSC – mobile switching center Source: VimpelCom
3,695 3,005 2,242 1,440 723 431 285 200 123 100 57 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 28.08.03 Strong performance in the regions VimpelCom market share, % • Six super-regional licenses • 117 million pops • 150% revenue growth in first half 2003 • Positive contribution to EBITDA since 3Q02 and to net income since 1Q03 • No. 1 in Siberia super-region • No. 2 and fastest growing in Central and Volga (incl. Orenburg) super-regions • Solid growth in South and promising start in Northwest • Urals to be launched in 4Q2003 • Regional and Moscow operations now equally important parts of our business VimpelCom regional subscribers, 000s Source: VimpelCom
Why accelerate the merger • VIP-R Shareholders Agreements give all parties the right to accelerate the merger process prior to December 2007 • VimpelCom’s management sees significant benefits in merging now • attractive terms achievable • capturing 100% growth in the regions instead of only 55% • unlocking synergies and achieving greater efficiencies • lower cost of financing • simplified corporate structure • Risk profile of the regions has changed - the VIP-R structure has now served its purpose
Current Current Post Post - - merger merger % % Economic Economic Voting Voting Economic Economic Voting Voting Telenor Telenor 29.0 29.0 25.0+ 25.0+ 29.9 29.9 26.6 26.6 Alfa Group Alfa Group 13.0 13.0 25.0+ 25.0+ 24.5 24.5 32.9 32.9 Free float / others Free float / others 58.0 58.0 50.0- 50.0 45.6 45.6 40.5 40.5 Total Total 100.0 100.0 100.0 100.0 100.0 100.0 The proposed transaction • In connection with the merger of VimpelCom and VIP-R, Alfa and Telenor will exchange their aggregate 44.7% interest in VIP-R for 10.9 million new VimpelCom common shares (equal to 14.6 million ADSs) • VimpelCom the surviving entity • 21.4% economic ownership dilution at closing (on a fully diluted basis) • Fairness opinion received from UBS Limited • Transaction expected to close during second quarter of 2004 • EGM called for 24 October 2003 (on certain issues, only disinterested shareholders may vote) • 50% of disinterested shareholders are required to approve the transaction The new VimpelCom ownership structure
Relative valuation Subscribers • Valuation ratio of 0.91 : 1 between VIP-R and the rest of VimpelCom (predominantly Moscow) • implying that 33.6% of VimpelCom’s market cap. is attributable to its 55.3% stake in VIP-R • Number of subscribers in the regions to exceed Moscow during 2004 • Revenues in the regions to exceed Moscowduring 2005 • EBITDA in the regions to equal Moscow during 2005 • Merger expected to be EPS accretive in 2005 • assuming synergies from tax, interest expense, G&A Net revenues EBITDA Source: VimpelCom
121.9 17.0 6.3 Moscow license area St. Petersburgand Leningrad region Regions (excl. St. P.) 5,850 1,770 1,770 Regions(excl. St. P.) Moscow St. Petersburgand Leningrad region Attractive growth opportunities in the regions Population, million Wireless penetration, % Moscow St. Petersburg Regions Mobile subscribers, million GDP per capita (2002), $ Regions Moscow St. Petersburg Source: Goskomstat, S&P, AC&M Consulting, J’Son & Partners
700 600 500 400 300 200 100 0 2002 2003E 2004E 2005E Moscow Regions Our capital expenditure program Capital expenditure, $ million • Strong funding position • Strong cash flow generation • Strong balance sheet • Access to debt capital markets
A strong balance sheet VimpelCom’s balance sheet (as of June 30, 2003) Pro forma Actual VIP-R consolidated* consolidated $000 Cash and cash equivalents 188,490 28,640 246,990 Total assets 1,977,365 753,687 2,613,647 Interest bearing debt 755,897 340,610** 755,897 Total shareholders’ equity 760,000 271,397 1,491,269 Debt*** / total shareholders’ equity 99% 51% Debt*** / total assets 38% 29% Debt*** / EBITDA**** 1.74 1.74 * Pro forma for Alfa Group's $58.5 million VIP-R equity contribution and VimpelCom / VIP-R merger ** Includes long-term inter-company loans due to VimpelCom of $94,363 *** Interest bearing debt only **** EBITDA - Operating income before depreciation & amortization for the 12 months ended June 30, 2003