CityFibre Announces Acquisition of National Infrastructure Assets from KCOM Group plc and Underwritten placing to raise £80.0 million

LONDON--()--CityFibre (AIM:CFHL), a leading designer, builder, owner, and operator of fibre optic infrastructure in UK towns and cities, today announces the conditional acquisition of certain national infrastructure assets of KCOM Group plc (‘KCOM’) (the “Acquisition”) for a total consideration of £90.0 million together with an underwritten placing to raise £80.0 million at 50 pence per share (the “Placing”), through finnCap and Liberum, acting as joint bookrunners for the Placing.

The national infrastructure being acquired by CityFibre comprises approximately 1,100 route kms of metro network assets in 24 towns and cities, and a national long distance network totalling approximately 1,100 route kms that connects 22 towns and cities and offers connectivity into key data centres and wholesale internet peering points in London. The acquired assets do not include KCOM’s network assets in Hull and East Yorkshire. The consideration is £90.0 million in cash, to be financed through a combination of the net Placing proceeds and debt financing, and which the Directors estimate represents a 45 per cent. discount to costs of constructing the networks.

Under the terms of the Acquisition, CityFibre will provide KCOM with access to the acquired infrastructure for a term up to fifteen years, subject to a minimum term of five years and a minimum revenue of £5.0 million per annum for those five years.

The Acquisition will expand CityFibre’s footprint to 36 cities and major towns across the UK, providing pure fibre connectivity for use by regional and national service providers and mobile operators as a competitive wholesale alternative to BT Openreach.

The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies and is therefore subject to shareholder approval. Accordingly, the Company has published an AIM Admission Document containing detailed information about CityFibre, the Acquisition and the Enlarged Group (further detail of which is included below) and explains why the Directors consider that the Acquisition and the Placing are in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, to be held at the offices of Olswang LLP, 90 High Holborn, London WC1V 6XX at 10.00 a.m. on 12 January 2016.

Key transaction highlights include:

  • Acquisition of metro networks in 24 towns and cities, including 21 towns and cities that are entirely new to CityFibre;
  • Marks an acceleration in CityFibre’s footprint expansion by five to seven years over the Company’s organic growth plan and provides greater scope to supply national service providers;
  • The combined footprint of 36 metro markets positions CityFibre as a national alternative to BT Openreach in the wholesale fibre infrastructure market;
  • The Directors estimate a pro forma footprint of 36 metro markets with significant asset presence from day one – expanded footprint addresses 24,500 public sector sites, 7,000 cell sites, 245,000 businesses and 3.5 million homes, or approximately 15 per cent. of the UK market;
  • Contractual agreement with KCOM anchors the Acquisition within the Company’s usual TCV-capex guidelines, and forms a platform for future revenue through further provision of fibre connectivity to KCOM in the business and public sector markets;
  • The addition of the national long distance network allows CityFibre to serve connectivity needs of national service providers, data centres and mobile operators in search of a genuine alternative to combined connectivity solutions offered by BT Wholesale.

The Company proposes to finance the Acquisition through the drawdown of £35.0 million of its new committed debt facilities of £100.0 million, on which EY acted as debt advisor, and by utilising part of the net proceeds of the Placing, of approximately £76.2 million.

Greg Mesch, Chief Executive Officer of CityFibre, commented:

“We are pleased to announce this transformational acquisition, which we believe will accelerate our growth target by five to seven years, creating a credible alternative to BT Openreach across the UK. Furthermore, we are delighted to have received the support of our existing shareholders to fund this transaction, and we welcome new shareholders to the register.

“The acquisition of these assets represents a unique opportunity for CityFibre to increase its reach into 21 new markets, and enables this asset to be integrated into CityFibre’s wholesale shared infrastructure model, opening up the use of the network to many users. Following the acquisition, CityFibre will have a national footprint covering 36 cities with abundant fibre capacity for use by national and regional service providers and mobile operators.

“The demand for greater connectivity and future-proof networks in the UK has never been greater, and there is increasing recognition of this need from all stakeholders in the market. The acquisition of these assets will enable CityFibre to significantly accelerate its Gigabit City roll out and play a very meaningful role in redressing the legacy of underinvestment currently plaguing the UK connectivity landscape.”

The full announcement can be viewed at http://otp.investis.com/clients/uk/Cityfibre/rns/regulatory-story.aspx?cid=753&newsid=628999.

About CityFibre:

CityFibre enables gigabit connectivity through designing, building, owning, and operating fibre optic network infrastructure. It is the largest independent wholesale provider of fibre infrastructure to mid-sized cities and major towns across the UK, providing gigabit-capable infrastructure for enterprise and public sector organisations, service providers, mobile network operators and businesses.

The Group owns and operates 618 route kms of local access networks serving 1,017 customer connections in 61 towns and cities in the UK, including Aberdeen, Bath, Bournemouth, Coventry, Derby, Doncaster, Dundee, Edinburgh, Huddersfield, Kingston-upon-Hull, Newcastle, Newport, Peterborough, Sheffield, and York.

To date the Company has launched six Gigabit City projects in York, Peterborough, Coventry, Aberdeen, Edinburgh and Glasgow, where city-wide pure fibre networks known as ‘COREs’ bring world-class Internet connectivity and the benefits of gigabit speeds to every aspect of the city’s community. The Company has also delivered the UK’s first dark fibre-based Fibre-to-the-Tower network in Kingston-upon-Hull, under a national framework agreement with MBNL, Three UK and EE.

The CityFibre COREs are deployed using the Company’s Well Planned City (WPC) design philosophy, in which its city-wide core fibre infrastructure is designed with thousand-strand fibre cables in dual ducts optimally routed to serve the present and future demand of the public sector, mobile base stations, business park estates, and ultimately designed to serve as feeder and distribution network for Fibre-to-the- Home deployments.

CityFibre is also a founding member of a joint venture with TalkTalk and Sky. Established in early 2014, the collaboration aims to prove the viability of gigabit speed Fibre-to-the-Premises (FTTP) networks and services for homes and businesses. Work is currently underway to connect tens of thousands of homes and businesses in York to a future-proof FTTP modern digital infrastructure.

CityFibre is based in London, United Kingdom, and its shares trade on the AIM Market of the London Stock Exchange (AIM: CFHL). To find out more, please visit: www.cityfibre.com

Contacts

CityFibre Infrastructure Holdings plc
Greg Mesch, Chief Executive Officer Tel: 0845 293 0774
Terry Hart, Chief Financial Officer
James Enck, Head of Investor Relations Tel: 0333 150 6283
www.cityfibre.com
or
finnCap (Nomad and Joint Bookrunner)
Stuart Andrews / Christopher Raggett (Corporate Finance) Tel: 020 7220 0500
Simon Johnson (Corporate Broking)
www.finncap.com
or
Liberum (Joint Bookrunner)
Steve Pearce / Steven Tredget / Richard Bootle / Ben Roberts Tel: 020 3100 2000
www.liberum.com
Vigo Communications
Jeremy Garcia / Fiona Henson Tel: 020 7016 9570
www.vigocomms.com

Contacts

CityFibre Infrastructure Holdings plc
Greg Mesch, Chief Executive Officer Tel: 0845 293 0774
Terry Hart, Chief Financial Officer
James Enck, Head of Investor Relations Tel: 0333 150 6283
www.cityfibre.com
or
finnCap (Nomad and Joint Bookrunner)
Stuart Andrews / Christopher Raggett (Corporate Finance) Tel: 020 7220 0500
Simon Johnson (Corporate Broking)
www.finncap.com
or
Liberum (Joint Bookrunner)
Steve Pearce / Steven Tredget / Richard Bootle / Ben Roberts Tel: 020 3100 2000
www.liberum.com
Vigo Communications
Jeremy Garcia / Fiona Henson Tel: 020 7016 9570
www.vigocomms.com