Cityfibre Raise £185m and Prep FTTH Broadband for Homes in 5-10 UK Cities

Fibre optic infrastructure builder Cityfibre has today unveiled plans for a huge network roll-out, which alongside the £29 million (cash) acquisition of ISP Entanet will also see them commence the construction of an ultrafast 1Gbps Fibre-to-the-Home (FTTH/P) network in 5 to 10 UK towns and cities during 2018.

The huge expansion is to be fuelled by a new placing, which aims to raise minimum gross proceeds of £185 million (55p per share – fully underwritten by Citigroup, finnCap, Liberum and Macquarie) and this will be combined with an Offer for Subscription that could raise up to a further £15 million.

On top of that Cityfibre intend to raise further proceeds through an “accelerated bookbuilding process which will be launched immediately following this announcement” (the “ABB Placing”). A Prospectus containing full details of the Capital Raising is expected to be published on or around 11th July 2017 and a related General Meeting will then be held on or around 27th July 2017.

An application will be made to the London Stock Exchange (LSE) for the New Ordinary Shares to be admitted to AIM, and it is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on or around 28 July 2017.

Greg Mesch, CEO of CityFibre, said:

“We are building Gigabit Britain, driven by growing demand from Internet Service Providers and their customers to switch to full-fibre infrastructure. Our announcement to enter the residential market is the first step in our vision to bring gigabit connectivity to millions of UK homes and small businesses.

This is about more than just better broadband – this is about future-proofing the digital infrastructure we’ve all come to rely on at work, at school, at home and in our communities. It’s also about stimulating the market, creating jobs and growth. The Government and Ofcom recognise that investment in alternative fibre networks will catalyse growth in the UK’s digital economy as well as reduce the country’s reliance on BT Openreach.

With Entanet now part of the CityFibre family, our combined offering will accelerate the take-up of services over our growing network footprints, leveraging Entanet’s enviable channel partner network and continuing to transform digital connectivity for thousands of UK businesses.

Today’s capital raising also better positions CityFibre to undertake larger projects coming forward with the public sector as well as mobile operators in readiness for their small-cell roll-outs and 5G services.”

The move marks a significant departure from Cityfibre’s existing focus, which has generally preferred to expand their deployment by connecting businesses and public sector sites in second-tier cities across the UK. Today the operator has a Gigabit capable “full fibre” (FTTP) network in 42 cities, which is expected to reach 50 by 2020, but residential connectivity hasn’t really been targeted.

Admittedly there are a couple of notable exceptions to the above rule, such as the legacy FTTH platform that they inherited in Bournemouth (c.20,000 homes passed) and their on-going joint roll-out to 40,000 homes in the city of York with TalkTalk and Sky Broadband (here). The latter was somewhat of a test and Cityfibre says it helped to inform today’s announcement by showing “strong demand” for Gigabit speeds (at the last update in May 2017 TalkTalk had c.2,500 subscribers on the network out of 14,000 homes passed so far – overall take-up stood at 27%).

Cityfibre rarely miss an opportunity to raise more investment and all of the recent buzz around support for “full fibre” networks in the United Kingdom, such as via the Government’s new 5-year business rates holiday (here) and £400m Digital Infrastructure Investment Fund (here), is clearly referenced in today’s announcement as helping to drive the operator’s new plan.

The operator now claims to be in “advanced negotiations” with ISPs that will market full-fibre broadband services to consumers, deployed over its networks. On top of that their move to gobble Entanet also gives them access to a much bigger wholesale network (Entanet supplies a number of smaller UK ISPs and is home to 1,500 channel partners, as well as plenty of businesses), with Cityfibre hoping to realise synergies of over £3m per annum within 3 years. As for the new funding..

Placing details

· Fully underwritten Firm Placing of 336,363,636 Placing Shares in the Company, representing approximately 126.6% of CityFibre’s existing issued ordinary share capital, to both existing and new institutional investors and raising gross proceeds of minimum £185 million

· Potential to increase the Placing through an accelerated bookbuilding process, to commence immediately following this announcement, with the intention to raise further proceeds

· The Placing is to be made at 55 pence per Placing Share, representing a 9.09% discount to the Closing Price of 60.50 pence per Ordinary Share on 4 July 2017

· New Ordinary Shares in respect of which firm commitments are obtained from investors in the ABB Placing will be underwritten by the Banks upon completion

Offer for Subscription details

· A non underwritten Offer for Subscription to raise up to £15 million, comprising up to 27,272,727 Offer for Subscription Shares, will be open to certain qualifying shareholders of the Company

· The Offer for Subscription is to be made at 55 pence per Offer for Subscription Share, representing a 9.09% discount to the Closing Price of 60.50 pence per Ordinary Share on 4 July 2017

· Expected to open on or around 11 July 2017, alongside the publication of the Prospectus

However today’s announcement, at least in respect to the planned residential FTTH network, currently represents more of a proposal than an actual roll-out. As a result we don’t know which cities Cityfibre intend to target (you can guess at Peterborough etc. but nothing is confirmed) or precisely how many premises might actually be covered as a result of their plan, not to mention how long the deployment would take.

No doubt Cityfibre will also be courting TalkTalk and Sky Broadband as potential partners again, among others, although there’s currently more aspiration than confirmed detail. At this point we recall that Sky opted out of the recent FTTH extension in York (the bit going from c.14,000 to 40,000 premises passed) and its CEO last year appeared to give up on the idea of Sky building their own FTTH/P network.

At present only around 2-3% of premises can access an ultrafast “full fibre” (FTTH/P) broadband network, although Openreach (BT) expect to reach 2 million premises passed by 2020 and Virgin Media will deliver a similar figure by 2019. On top of that alternative network (AltNet) providers excluding Cityfibre, such as B4RN, Hyperoptic, Gigaclear and so forth, may also be able to achieve a similar figure or more over the same sort of time-frame.

The big unknown is how much beyond around 6 million premises passed will Openreach, Virgin Media and AltNets go in the future. Openreach are about to consult on an aspiration that could see them potentially reaching up to 10 million premises with FTTP by around 2025, albeit only if rival ISPs and Ofcom agree to help. Meanwhile we don’t expect Virgin Media to go much beyond their planned coverage as they wouldn’t want Ofcom to designate them an operator of Significant Market Power (i.e. this might require them to open up a wholesale solution).

At the very least today’s announcement may further encourage Openreach to do much more FTTP/H than currently planned, although it seems like they’ll be battling to get support from some of the same ISPs as Cityfibre and that will surely create an interesting competitive dynamic in the market.

Cityfibre are clearly serious, this time, about making a major move into the residential market (previous talk has tended to be more of a paper tiger) and as usual we’ll be keeping a close eye to see how far along they get on the practical side of things. The operator has all the right bits to do what they want but making the economics work, gaining support from ISPs and then putting the fibre into lots of homes is no small challenge (we’re probably talking in the high hundreds of thousands (initially) – premises passed).

NOTE: Existing investor, Woodford Investment Management Ltd, has already agreed to subscribe for 65,454,545 shares in the Firm Placing for a total consideration of £36.0 million.

UPDATE 9:07am

Entanet has sent a comment about the acquisition.

Elsa Chen, Entanet CEO, said:

“Our partners will soon be able to take a strong, compelling and highly competitive proposition to the market, reaping the rewards of CityFibre’s national full fibre infrastructure footprints and next generation products. They will continue to enjoy the full support of Entanet’s long-established and mature channel strategy and its reputation for providing exceptional partner support services.

Together, we are creating a new breed of wholesale service provider that will empower channel partners to change the connectivity market landscape. We’re extremely excited about the opportunities we can bring to the channel with this transaction.”

UPDATE 12:31pm

ISPreview.co.uk has been told that first phase will focus on the roll-out to at least 5 cities, with the ambition of expanding to 10 cities, potentially passing 1 million premises. Beyond this CityFibre sees the opportunity to participate in the FTTH roll-out to all premises within its expanding metro footprints.

The operator also suggests that its mid-term target to reach 50 UK towns and cities could conceivably provide an opportunity to deliver FTTH to “no less than 5 million premises” by 2025, although at present the funding has not been established to actually deliver that.