Vodafone Idea update on Bharti Infratel and Indus Towers Merger

Vodafone Idea (VIL), Vodafone Group Plc (Vodafone), Bharti Airtel, Indus Tower (Indus), and Bharti Infratel (Infratel) have agreed to proceed with completion of the merger of Indus and Infratel.

VIL has undertaken to sell its 11.15% stake in Indus for cash. The cash consideration payable by Infratel to VIL will be based on a formula linked to Infratel's VWAP for the 60 trading day period closer to the merger. The Parties have also agreed to use the FY20 EBITDA and net debt as on the closing date for Indus and Infratel valuation, with certain agreed pre-closing adjustments. Based on Infratel's VWAP during the last 60 trading days as on 31 August 2020, the value of VIL's 11.15% stake equatesto a cash consideration of approximately Rs. 4040 crore (~US$ 551 million). The final determination will take place shortly before closing of the merger.

VIL has agreed to make a prepayment of Rs. 2400 crore to the merged tower entity from the cash consideration to be received from Infratel at the time of closing. The prepayment amount will be adjusted to the extent of 50% of all undisputed and due amounts payable by VIL to the merged tower entity post-closing and VIL will be required to pay only the balance 50% of undisputed dues. The prepayment amount will accrue interest at 6% p.a. This will continue until the entire prepayment amount with accrued interest is fully adjusted.

The Parties have agreed to take appropriate steps to progress the approvals for the merger, the completion of the mergershall be subject to receipt of all such approvals. The merger scheme shall become effective on the date on which certified copy of the order of Hon'ble NCLT is filed with Registrar of Companies.

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