Telenor establishes fibre company in Norway

Earlier this year, Telenor initiated a process of evaluating the establishment of a passive fibre infrastructure ownership company with a minority co-investor. Telenor has now reached an agreement to divest 30 percent of the newly established company, Telenor Fiber AS, in Norway to a consortium led by KKR, investing through its Core Infrastructure strategy. The consortium includes Oslo Pensjonsforsikring as a co-investor.

The newly established company is a subsidiary of Telenor and will be a part of the Infrastructure business area. The company will own the passive fibre assets in Norway. This includes 130,000 km of cables, connecting upwards of 560,000 homes. The company’s assets will be transferred from Telenor Norway in a demerger process prior to completion of the transaction. Telenor Norge will be the company’s only customer and all operational processes remain under full Telenor control. Telenor has conducted an extensive consultation process with the relevant government authorities, who have given their overall feedback that the transaction safeguards critical security and regulatory considerations.

The agreed sales price represents an enterprise value for the Norwegian fibre business of NOK 36.1 billion, resulting in proceeds of approximately NOK 10.8 billion to Telenor. The business generated a proforma EBITDA of NOK 1.7 billion in 2021.

“We are executing on the strategy presented at the Capital Markets Day in September. This transaction highlights the value in our infrastructure and unlocks capital to support continued high fibre roll-out in Norway, and we are bringing in strong investors with a long-term horizon. Following the transaction, Telenor will propose that parts of the proceeds are used for share buy backs. We believe this transaction benefits our stakeholders while safeguarding future investments in Norway’s fibre”, says Tone Hegland Bachke, EVP and CFO in Telenor Group.

“We are very excited to be investing long-term capital behind Norwegian infrastructure. KKR has significant experience within telecom infrastructure investing, and we look forward to supporting Telenor with its fibre strategy in Norway”, says Julian Barratt-Due, Director, European Infrastructure at KKR.

"We are proud to be part of the investment and look forward to further strengthening Norwegian fibre infrastructure together with Telenor and KKR", says Lars Haram, Chief Investment Officer at Oslo Pensjonsforsikring.

Facts about the transaction:

• Telenor maintains control in the company with 70 percent of the shares.

• The transaction is expected to be completed early 2023.

• The transaction will not affect customers. Telenor Norway will still handle all customers, including wholesale, as per usual.

• The transaction will entail no change to Telenor’s regulatory obligations, including security and Norway’s Electronic Communications Act.

• The fibre company will be a Telenor subsidiary.

Telenor intends to use parts of the proceeds for share buybacks to mitigate the effects of the new minority interests. Telenor’s Board of Directors will hence ask the General Meeting for a share buyback mandate amounting to around 30 percent of the proceeds. The agreement also includes a right for Telenor to acquire the minority stake in the event of a potential future sale. Considering national and societal interest, Telenor and the government have also entered into an agreement that provides the government with the opportunity to exercise the right to acquire the minority stake if Telenor chooses not to.

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR established its Global Infrastructure business in 2008 and has since grown to one of the largest infrastructure investors globally with a team of more than 75 dedicated investment professionals. The firm currently oversees approximately US$49 billion in infrastructure assets globally as of 30 June, 2022, and has made over 65 infrastructure investments across a range of sub-sectors and geographies. KKR’s infrastructure platform is devised specifically for long term, capital intensive structural investments.

Oslo Pensjonsforsikring AS (OPF) is a life insurance company wholly owned by the Municipality of Oslo. OPF delivers public service pensions to most employees in Oslo municipality, municipal enterprises, several of the municipality's joint-stock companies and employees in hospitals that were previously owned by Oslo municipality. OPF is one of the largest non-governmental investment managers in Norway, managing assets of approximately NOK 125 billion (c. €12.5 billion), with strong experience in direct and partnership investments in real estate and infrastructure.

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