Cellnex prices the placement of € 600 million convertible bonds maturing in 2026

The shares underlying the bonds are equivalent to 6.8% of Cellnex’s capital before the offering

• The bonds, with a principal amount of € 100,000, will be issued on 16 January 2018 and have a maturity date of 16 January 2026 and will carry a coupon of 1.5% per annum
• The conversion price at which the bonds may be converted into Cellnex shares has been set initially at € 38.0829, representing a premium of 70% over the volume weighted average price of a share on the Spanish Stock Exchange between market opening today and pricing of the offering.
• This issuance allows Cellnex to increase its average debt maturity up to 6.4 years; to improve its average cost of borrowing to 2.2%; and to continue to improve its liquidity position, which will stand at € 2 billion following the issuance.

Madrid, 8 January 2018.  Cellnex Telecom has priced the company’s first issuance of convertible bonds since its flotation in May 2015. The placement stands at € 600 million. The shares underlying the bonds are equivalent to 6.8% of the company’s capital, based on the intial conversion price. The bonds’ conversion price into Cellnex (CLNX.MC) shares has initially been set at € 38.0829 representing a premium of 70% over the volume weighted average price of a share on the Spanish Stock Exchange between market opening today and pricing of the offering.

Commenting on the characteristics of the Issuance, José Manuel Aisa, Cellnex Chief Financial Officer and M&A Director, underlined “the excellent market reaction to this first issuance of convertible bonds by the company. We are taking advantage of favourable market conditions and Cellnex’s current quotation to diversify our funding sources. We are improving both the cost and average life of our debt and strengthening the company’s liquidity, which will allow us to fund investments to which we have already committed, such as the gradual incorporation of Bouygues Telecom sites in France up to 2023, and some initial debt maturity in 2019.”

The bonds will be convertible at the option of a holder into ordinary shares of Cellnex. The bonds will carry a coupon of 1.5% payable annually in arrear. Cellnex may opt to redeem all (but not some) of the bonds on or after 18 July 2022, if the market value of the underlying shares per €100,000 principal amount of the bonds exceeds €130,000 during a specified period of time, or, at any time, if more than 85% of the aggregate principal amount of the bonds initially issued have been converted and/or redeemed and/or purchased and cancelled.

The Issuance will be rated by Fitch, with an expected rating of BBB-, which is the company’s current rating. Cellnex intends to seek admission to trading for the bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

In the context of the issue Cellnex has committed to a lock-up of 90 days from the date of the Subscription Agreement in relation to the shares and related securities, subject to exceptions including, in line with the agreement entered into in the context of the company’s initial public offering (IPO), from 30 calendar days to 90 calendar days (inclusive) after the issue date, in relation to the issue of shares representing no more than 50% of the total issued share capital of Cellnex as of the issue date in the context of M&A activities.

The placement has been executed by a bookrunner syndicate comprising Morgan Stanley & Co. International plc, BNP Paribas and Goldman Sachs International as Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers and Citigroup Global Markets Limited and Société Générale Corporate & Investment Banking as Joint Bookrunners and Joint Lead Managers

About Cellnex Telecom

Cellnex is Europe’s leading neutral operator of wireless telecommunications and broadcasting infrastructures with a total portfolio of more than 21,000 sites (as of September 2017). The company is present and operates in 6 countries: Spain, Italy, France, Netherlands, the United Kingdom and Switzerland. The company closed 2016 – the last complete financial year – with revenues of € 707 million and EBITDA of € 290 million. In the first nine months of 2017, revenues stood at € 579 million (+11%), and EBITDA at € 259 million (+35%).

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)).

Since its IPO in May 2015, Cellnex has closed ten growth operations, accumulating investments worth € 3 billion, allowing it to extend its operations into the six European countries in which it currently operates.

Cellnex is listed on the continuous market of the Spanish Stock Exchange and is part of the selective IBEX 35 and EuroStoxx 600 indexes. It is also part of the FTSE4GOOD and CDP (Carbon Disclosure Project) sustainability indexes and has recently been included in the Standard Ethics index.