Cellnex places €1.0 billion new convertible bonds due in 2030 and announces the concurrent repurchase of approximately €787.6 million outstanding convertible bonds due 2026

The shares underlying the new bonds are initially equivalent to 2.3% of Cellnex’s share capital.

• The new convertible bonds, with a principal amount of €100,000, are expected to be issued on 11 August 2023 (the “Issue Date”) and will carry a fixed coupon of 125% per annum (0.9% after tax).
• The new convertible bonds will have a maturity date of 11 August 2030. Any new bonds which have not been previously converted, redeemed or repurchased and cancelled by this time will be redeemed in full at an accreted principal amount (principal amount plus a redemption premium) equal to 114.8% of their principal amount, implying a yield to maturity of 4.0% per annum.
• The conversion price at which the new bonds may be converted into Cellnex shares has initially been set at €62.42, representing a premium of 62.5% over the volume weighted average price (VWAP) of a share on the Spanish Automated Quotation System (Mercado Continuo) between opening and close of trading today, 28 July 2023.
• Considering the redemption premium embedded in the accreted principal amount payable at maturity of the new bonds, the effective conversion price of the new bonds will be €71.66.
• Cellnex will use the net proceeds of the issue for the concurrent repurchase of the outstanding EUR 600 million 1.50% senior unsecured convertible bonds due 2026 issued on 16 January 2018 (the “2018 Bonds”) and the outstanding EUR 200 million 1.50% senior unsecured convertible bonds due 2026 issued on 21 January 2019 (the “2019 Bonds”) which consolidated with the 2018 Bonds form a single series (ISIN: XS1750026186) (together, the “2026 Bonds”) and, to the extent there is a surplus, for general corporate purposes.
• Concurrently with the offering of the new convertible bonds, the Company has collected today via the Joint Dealer Managers (as defined below), by way of a reverse bookbuilding process, indications of interest from holders of the 2026 Bonds to sell 7,876 2026 Bonds, representing approximately 99% of the 2026 Bonds, on the basis of a final repurchase price per 2026 Bond equal to €134,656 plus accrued and unpaid interest up to, and including, the settlement date of the Concurrent Repurchase (€863.01 per 2026 Bond), representing a total principal amount of the concurrent repurchase of approximately €787.6 million.

Madrid, 28 July 2023. Cellnex Telecom has set the conditions for the issue of new senior unsecured convertible bonds of the company. The placement amounts to €1.0 billion. The shares underlying the new bonds are initially equivalent to 2.3% of the company’s share capital.

The initial conversion price of the new bonds has been set at €62.42, equivalent to a premium of 62.5% over the volume weighted average price (VWAP) of a share of Cellnex on the Spanish Automated Quotation System (Mercado Continuo) between opening and close of trading today.

The new bonds will carry a fixed annual coupon of 2.125% payable annually in arrear. Any new bonds that have not been converted, redeemed, repurchased or cancelled at maturity will be redeemed in full at an accreted principal amount (principal amount plus a redemption premium) equal to 114.8% of their principal amount. This implies a yield to maturity of 4.0% per annum. The new bonds may be converted into ordinary shares of Cellnex should their holders so decide.

Cellnex may also opt to redeem all (but not some) of the new bonds if at any time after 1 September 2028 the market value of the underlying shares per €100,000 principal amount of the new bonds exceeds 150% of the accreted principal amount of the new bonds (as specified in the terms and conditions) during a specified period of time, or, at any time, if more than 85% of the aggregate principal amount of the new bonds originally issued have been converted and/or redeemed or purchased and cancelled. Bondholders may request Cellnex to repurchase the new bonds, within a specified period, in the event of a change of control of the Company (other than as a result of a tender offer), at the accreted principal amount prevailing at that time. In the event of a change of control of the Company as a result of a tender offer (as described in the terms and conditions of the new bonds), the price of such repurchase will be the greater of prevailing accreted principal amount and the tender offer value (as described in the terms and conditions of the new bonds).

The issuance will be rated by Fitch, with an expected BBB-. Cellnex will apply for admission to trading for the new bonds on the Freiverkehr (Open Market) of the Frankfurt Stock Exchange no later than 90 days after the Issue Date.

In the context of the issuance, Cellnex has committed to a lock-up from pricing until 90 days after the Issue Date in relation to the shares and related securities, subject to certain exceptions. In accordance with the agreement subscribed as part of its IPO and the previous convertible bonds issuances, these exceptions include, from the 30^th to the 90 ^th calendar day following the closing date (both inclusive), the issuance (or otherwise transfer or disposal) of shares, as part of M&A activities, representing no more than 50% of the company’s capital stock at the date of issuance.

Concurrent repurchase of the 2026 Bonds

Concurrently with the offering of the new bonds, the Company has collected today via the Joint Dealer Managers (as defined below), by way of a reverse bookbuilding process, indications of interest from holders of the 2026 Bonds to sell 7,876 2026 Bonds, representing approximately 99% of the 2026 Bonds, on the basis of a final repurchase price per 2026 Bond equal to €134,656 plus accrued and unpaid interest up to, and including, the settlement date of the concurrent repurchase (€863.01 per 2026 Bond), representing a total principal amount of the concurrent repurchase of approximately €787.6 million.

The reverse bookbuilding has been targeted at holders of the 2026 Bonds that are eligible in their respective jurisdictions, in particular that are not persons located or resident in the United States or otherwise U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons acting for the account or benefit of such persons willing to sell their 2026 Bonds to the Company.

The 2026 Bonds repurchased by the Company will be cancelled thereafter in accordance with their terms and conditions. Considering that further to the concurrent repurchase less than 15% in aggregate principal amount of the 2026 Bonds originally issued are expected to be outstanding (for the avoidance of doubt, taking both the ‘original’ 2018 Bonds and the ‘tap’ 2019 Bonds together), the Company may, subject to providing not less than 30 nor more than 90 days’ notice, redeem the 2026 Bonds in whole, but not in part, at their principal amount (plus accrued and unpaid interest to the relevant date fixed for redemption) in accordance with their terms and conditions.

During the period commencing on the date hereof until the settlement of the concurrent repurchase, the Company reserves the right to repurchase the 2026 Bonds at the same price to be paid to holders successfully tendering their 2026 Bonds pursuant to the concurrent repurchase.

Settlement of the new bonds is expected to occur on 11 August 2023 (the “Issue Date”) and settlement of the concurrent repurchase, which remains subject to the successful settlement of the new bonds, is expected to occur on the trading day following the Issue Date, i.e. on or around 14 August 2023.

BNP PARIBAS, Jefferies and J.P. Morgan are acting as joint global coordinators and joint bookrunners on the new convertible bonds offering (the “Joint Global Coordinators”), Barclays, Citigroup, Goldman Sachs Bank Europe SE, HSBC, Morgan Stanley Europe SE and Société Générale as Joint Bookrunners (the “Joint Bookrunners”) and Banco Sabadell, Banco Santander, BBVA, CaixaBank, Crédit Agricole CIB, Deutsche Bank Aktiengesellschaft, ING, Intesa Sanpaolo, Mediobanca, Mizuho, MUFG, Natixis, Landesbank Baden-Württemberg, RBC Capital Markets and UniCredit Bank AG as co-bookrunners (together with the Joint Global Coordinators and the Joint Bookrunners, the “Managers”)

BNP PARIBAS, Jefferies and J.P. Morgan are acting as joint dealer managers on the concurrent repurchase (the “Joint Dealer Managers”).

About Cellnex Telecom

Cellnex Telecom is the independent wireless telecommunications and broadcasting infrastructures operator that enables operators to access Europe’s most extensive network of advanced telecommunications infrastructures on a shared-use basis, helping to reduce access barriers for new operators and to improve services in the most remote areas.

Cellnex manages a portfolio of c.135,000 sites – including forecast roll-outs up to 2030 – in Spain, Italy, the Netherlands, France, Switzerland, the United Kingdom, Ireland, Portugal, Austria, Denmark, Sweden and Poland. Cellnex’s business is structured in four major areas: telecommunications infrastructure services; audiovisual broadcasting networks, security and emergency service networks and solutions for smart urban infrastructure and services management (Smart cities and the “Internet of Things” (IoT)).

The company is listed on the continuous market of the Spanish stock exchange and is part of the selective IBEX 35 and EuroStoxx 100 indices. It is also present in the main sustainability indexes, such as CDP (Carbon Disclosure Project), Sustainalytics, FTSE4Good and MSCI.

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