Acquisition of Vodafone Italia, Swisscom ends previous financing

Swisscom completes financing and finalizes the purchase of securities worth EUR 4 billion

After issuing a press release on March 15, 2024, announcing the acquisition of Vodafone Italia SpA (“Vodafone Italia”) for EUR 8.0 billion on a cash-free and debt-free basis, it obtained an inexperienced, lenient decision from the Italian government , Swisscom financed the challenge on favorable terms and ahead of the expected closing in Q1 2025..

Following the issuance of Swiss government bonds worth CHF 1.145 billion in the week of May 6, 2024. Swisscom Finance BV (the “Issuer”) announces that yesterday Swisscom SA pegged its EUR 4.0 billion fixed rate notes below the EUR 10 billion secured Eurobond program. The remaining part of the acquisition value may be financed with a periodic mortgage loan from a financial institution in two tranches for a total amount of EUR 3.0 billion.

Multi-tranche Eurobond for the amount of EUR 4.0 billion

The Eurobond issue of EUR 4.0 billion is divided into 5 branches (called “notes»):

• EUR 500 million with a coupon of 3.50% and a period of two years,
• EUR 500 million with a coupon of 3.50% and a duration of 4.25 years,
• 1.25 billion euros with a coupon of 3.50% and a duration of seven.5 years,
• EUR 1.0 billion with a coupon of 3.625% and a period of 12.5 years,
• EUR 750 million with a coupon of 3.875% and a duration of 20 years.

Demands exceeded almost 3 times the stated amount. Together with Swiss home bonds, the bonds will represent a swap of the 5.1 billion mixed bridge mortgage taken out by Swisscom to finance the takeover of Vodafone Italia. The bond issue was coordinated by Deutsche Bank, ING and UniCredit as international arrangers, with the assistance of BBVA, BofA Securities and Société Générale as active bookrunners and BNP Paribas, IMI Intesa Sanpaolo, LBBW, Mediobanca and -UBS acting as bookrunners. for passive bookmakers.

The bonds are scheduled to mature and issue on May 29, 2024. Software was provided to enable the bonds to be listed on the official checklist of the Luxembourg Stock Exchange and to be purchased and sold on the regulated market of the Luxembourg Stock Exchange.

Financing was obtained for the acquisition of Vodafone Italia

The final financing structure for the Vodafone Italia acquisition has been completed, fully insured and with two completed transactions:

• Swiss home bonds maturing on May 6, 2024, total CHF 1.145 billion in three tranches: CHF 315 million 6.25 years with a 1.65% coupon, CHF 455 million 10.25 years with a 1.8% coupon and CHF 375 million years -15.5 with a 2% coupon.
• The three billion euro fixed-term mortgage loan is divided into two tranches, with maturities of 3 and 5 years respectively.

Based on this transaction, it is expected that the annual additional purchase prices for Vodafone Italia will initially be limited to CHF 250 million per year, in response to the figures presented in the press release of March 15, 2024.

The work takes place within the agreed time

Pending regulatory approval and completion of a number of procedures, the acquisition of Vodafone Italia continues to progress and is expected to be completed within the agreed timeframe. Closure is planned for the first quarter of 2025.

The base prospectus and the final printed notes can be found on the website of the Luxembourg Stock Exchange at www.luxse.com/issuer/SwisscomFin/102559

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