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TalkTalk Telecom Group PLC

TalkTalk sells FibreNation to CityFibre for £200 million

TalkTalk Telecom Group PLC (LON: TALK) announced today that it has agreed to sell the entire issued share capital of FibreNation Limited and TalkTalk’s shareholding in Bolt Pro Tem Limited to CityFibre Infrastructure Holdings Limited and CityFibre Holdings Limited for an aggregate cash consideration of £200 million, conditional upon shareholder approval.

Transaction highlights

• Sale of Fibre Assets1 to CityFibre for £200 million. The Group will also be repaid, up to an agreed capped amount, the increase in the amount of intercompany indebtedness between the Group and the Fibre Assets from and including 15 November 2019 up to and including completion.

• Sale underpinned by long-term wholesale agreement with TalkTalk for residential and business products in the areas where CityFibre builds, whilst also allowing TalkTalk the flexibility to partner with other network providers.

• Long-term benefits of the transaction for TalkTalk: giving access to full fibre, delivering a superior customer experience for residential customers and businesses, thereby, supporting customer retention and reducing cost to serve.

• The agreement will establish a Northern Centre of Excellence and help to deliver the next generation of digital infrastructure throughout the North of England.

• TalkTalk intends to use the net proceeds from the Sale to strengthen the Group’s balance sheet.

• The Sale is conditional upon shareholder approval. The Company has received commitments from shareholders holding, in aggregate, 57.5 per cent. of the entire issued share capital of the Company to vote in favour of the Sale.

• Completion is targeted to occur in March 2020.

Tristia Harrison, Chief Executive of TalkTalk, commented: “We are pleased to announce today’s agreement with CityFibre, which is good news for TalkTalk, and good news for Britain and its full fibre roll-out ambition. Our investment over the last five years and the excellent work delivered by the FibreNation team, combined with CityFibre’s well-established platform, will support wide-geographic reach of full fibre and further drive competition in the market.

“The sale of FibreNation to CityFibre, in combination with a competitive wholesale agreement, enables us to continue our strategy to accelerate TalkTalk’s fibre growth for our residential and business customers, thereby delivering a superior customer experience at an affordable price.”

The Sale and the Break Fee each constitutes a Class 1 transaction under the Listing Rules of the Financial Conduct Authority and are therefore conditional upon the approval of the Company’s shareholders in general meeting. A circular containing, amongst other things, further details of the Sale, the Company’s board of directors’ recommendation to vote in favour of the resolutions approving the Sale and the Break Fee and the notice of the General Meeting will be published by the Company in due course and will be available for inspection at www.talktalkgroup.com. Completion of the Sale is therefore targeted to take place in March 2020.

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