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Some Key BT Shareholders Start Pushing for Openreach Split

Tuesday, Aug 21st, 2018 (8:34 am) - Score 6,695

A new report has claimed that some of BT’s “biggest shareholders” will urge any future CEO of the telecoms and broadband ISP giant to put serious consideration toward the old idea of splitting out their UK network access division, Openreach, in the hope of boosting the company’s share price.

At present Openreach has only recently become a “legally separate” company from the BT Group and that followed the outcome of Ofcom’s 2016 Strategic Review (full summary), which found that the network operator still had an “incentive to make decisions in the interests of BT, rather than BT’s competitors, which can lead to competition problems“.

Back then the regulator also noted that the BT had failed to “sufficiently” consult rival ISPs, such as those that piggyback off their network, on future “investment plans that affect them.” They were also deemed to have under-invested in their network to the tune of “hundreds of millions of pounds.”

In response BT and Ofcom last year reached a voluntary agreement (here). This aimed to boost competition by giving rivals easier access to the operator’s infrastructure and fostering an independent governance structure for Openreach, as well as tougher minimum service quality standards, separate branding, new consumer protection measures and better information sharing etc.

On top of that Openreach has also committed to deploy Gigabit capable “full fibre” (FTTP) broadband services to 3 million premises by the end of 2020. After last week’s G.fast reduction it now also seems almost inevitable that they will then aim to deliver 10 million FTTP premises by around 2025 (here). A significant deployment, the biggest by far of any UK operator.

A BT Spokesperson said:

“Openreach is an important part of BT and there are no active plans to sell the business.”

Ofcom typically doesn’t conduct major strategic reviews very often (usually once a decade) and as such the regulator seems unlikely to touch on the idea of a full split again for another 8 years or so, assuming they do so at all. Nevertheless a new report in the FT (paywall) notes that some of BT Group’s largest shareholders may push the company’s future CEO to reconsider the option of full structural separation from Openreach.

The next CEO is likely to conduct a review of the business structure but that seems unlikely to conclude that a complete break-up is the way to go (stability is currently very important). BT’s Chairman, Jan du Plessis, has already made it clear that he would “not endorse” a strategy that delivered only a short-term gain at the cost of the long-term picture. “Inevitably that is how you make mistakes,” said Jan.

Meanwhile many of BT’s rivals would still like to see Openreach being structurally separated from BT, although that is often more about weakening a competitor and strengthening their own position than fostering true pro-consumer change. Most of the same rivals are also primarily focused on improving urban connectivity, with precious few harbouring a serious plan to boost connectivity for expensive harder to reach locations.

As it stands we believe that the majority of BT’s shareholders wouldn’t support such a split. The fact that BT’s share price has hardly budged since the FT ran its story perhaps lends some limited support to this viewpoint.

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Mark-Jackson
By Mark Jackson
Mark is a professional technology writer, IT consultant and computer engineer from Dorset (England), he also founded ISPreview in 1999 and enjoys analysing the latest telecoms and broadband developments. Find me on X (Twitter), Mastodon, Facebook and .
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19 Responses
  1. Avatar photo CarlT says:

    Looks as though they’re only suggesting it be ‘considered’ and before the usual suspects start to praise this it very much looks like something to boost the share price and, hence, value of their holdings, at the expense of everything else.

    Spinning off Openreach leaves a division with huge pension liabilities and much of its income regulated.

    I quote a couple of the comments from the FT article directly.

    ‘Bob, Freelancer 1 day ago
    Excellent.

    And the last time investors persuaded BT to split there went the mobile division – snapped up by Spanish Telecom.

    Fast forward 20 years and BT buys back into the industry.

    Short term value for the shareholders perhaps….’

    ‘Deauville 22 hours ago
    For BT to succeed you need OFCOM to change, current OFCOM management have an incredible tendency to see life the Sky way.’

    The separation of New Zealand’s Openreach equivalent from the rest of the telco worked because the New Zealand government pumped cash into the exercise by offering loans with extremely favourable terms to anyone prepared to deliver FTTP and, hence, render the telco’s access network obsolete. Simply separating Openreach without extensive changes in regulation and/or taxpayer subsidies would deliver a company crippled by pension liabilities and unable to invest.

    It seems likely to me this is a play to either rid BT Group of the pension liabilities, hence increasing the share price, or an attempt to have the taxpayer subsidise the share price. Neither really appeals, far better Ofcom get their noses out from Sky’s, and others’, behinds and allow BT to make higher returns from full fibre, in turn incentivising others to build alternative networks.

    Ofcom love holding up Spain and Portugal as examples of where the UK should be. They ignore that regulators gave the incumbents there flexibility on pricing and on the services they were obliged to wholesale over the full fibre networks which both improved the incentive for the incumbent to invest and forced alternative operators to build their own networks if they wanted to compete with the incumbent.

    Spain and Portugal don’t really spring to mind when you think of places with more of a free market mindset than the UK but, thanks to Ofcom, that’s how it is with full fibre and it worked better than the mire of regulation and intervention the UK has seen. Amusingly we’re far closer to socialist than free market while not going far enough to really see the full benefits from either.

    1. Avatar photo 5G Infinity says:

      OR separation is just one factor to be considered, growth in share price will come from growth in revenues and increased cash flow. That is constrained by scale of UK market and BT already having SMP (significant market power) and thus being regulated.

      So BT needs to consider where else it can go to achieve this – Europe is a good start but then they have the Italy scandal still to exit from. Either way acquisition or consolidation are the 2 paths forward – otherwise share price stays where it is.

    2. Avatar photo CarlT says:

      Europe is complicated by some cluster-eff of an event happening next March.

      Telefonica tried following that policy and have ended up pulling back.

      BT don’t have the cash to go into aggressive M&A. Acquiring EE soaked up over 6 billion in cash. Upgrading the UK assets is going to be a somewhat expensive exercise and BT have a terrible history as far as operations outside the UK go.

      In 1996 BT were the fifth largest telco in the world by market cap. Between 2000 and 2001 they lost 2/3rds of their capitalisation and had £30bn of debt having overspent for 3G licences, like everyone else, and having ill-fated ventures in Japan and the Republic or Ireland.

      They got out of this by spinning off O2 and going cap in hand to investors with the largest share issue in UK corporate history. Right now I don’t think going balls to the wall on expansion outside the UK is high on the priority list and certainly not in Europe, there’s way too much uncertainty for right now.

      BT’s business is done primarily in GBP. The Pound tanks again, as it will if things are messy next March, they are far more likely to be acquired than to acquire – see ARM, bought in July 2016 by Japanese firm Softbank for £24.3bn. Just three weeks before referendum day that would’ve been 3.941 trillion Yen, if the transfer happened the month after the sale they could’ve paid as little as 3.183 trillion.

    3. Avatar photo CarlT says:

      Sorry, I also skipped the part where BT sold many of their exchange buildings to raise cash to pay down their debt, too.

  2. Avatar photo Meadmodj says:

    My view is that a full disconnection between all BT Group companies would aid each to focus. BT and hence Openreach are burdened by the unnecessary complexity and cost of centralised functions. BT needs to restructure and this will take time and each company needs to adjust. However we need to be suspicious of the motives of certain elements. Is it to restructure, prepare BT for a takeover or move the pension liabilities to Openreach or all three.
    Openreach is only a network maintainer, the assets remain owned by BT so do people really understand what is being separated?. If certain factions of the city had there way I could see this ending up as a £1 sale with crown guarantee being called.

    1. Avatar photo CarlT says:

      Your view is wrong.

      Openreach aren’t burdened by centralisation and, indeed, some element of it is necessary due to the rules binding them. Alongside that it keeps a consistency going which is absolutely necessary. Openreach can’t be run like a franchise where each exchange area does their own thing.

      Now if your were to say they are burdened by regulation that much is evident. A way to make them more efficient would be to tear that regulation up and allow them to take advantage of more centralisation within BT Group rather than having barriers between them and the rest. Companies have headquarters rather than having each branch office do their own thing for a reason. Virgin Media, fully vertically integrated, don’t have these issues but then their networks division doesn’t have to operate as a legally separate entity running an equivalence platform.

      Economies of scale are a thing. Focus is a lot easier when not having to jump through various regulatory hoops.

  3. Avatar photo 5G Infinity says:

    CarlT,

    Your additional reasoning is valid, so basically you are for a split, consumer gets acquired by a non-UK telco and OR becomes a wholesale operation – could be merged with Arqiva?

    1. Avatar photo CarlT says:

      No. I’m not for a split at all. Not without extensive state subsidy and I believe it’s too late for that now as alternative networks have begun their builds.

      Third from last paragraph of my original comment:

      ‘It seems likely to me this is a play to either rid BT Group of the pension liabilities, hence increasing the share price, or an attempt to have the taxpayer subsidise the share price. Neither really appeals, far better Ofcom get their noses out from Sky’s, and others’, behinds and allow BT to make higher returns from full fibre, in turn incentivising others to build alternative networks.’

      I’m in favour of BT / Openreach being allowed to keep any FTTP they build to themselves for at least a period of time. If it wasn’t subsidised by BDUK or another government project they should be allowed to wholesale only a basic ADSL2+ equivalent, and they should be permitted to switch off copper once premises are passed by fibre.

      That should focus the minds of a company like Sky and nudge them towards some investment. They’re the only one of the big 3 LLU operators that don’t plan on building FTTP right now.

  4. Avatar photo GNewton says:

    @CarlT: “allow BT to make higher returns from full fibre, in turn incentivising others to build alternative networks.”

    How will that encourage other companies to build alternative networks? Isn’t the opposite true? The fact that BT was NOT doing well is the reason that caused others to build alternative networks.

    1. Avatar photo CarlT says:

      Nope. The reason it took so long for them to start building was because they knew anything BT built they would get to purchase wholesale. Why build your own when you can leave the upfront investment, borrowing and risk to someone else?

      In Spain and Portugal if the incumbent’s competitors wanted to offer anything other than basic or very low-end superfast they had no choice but to build their own, so they did.

      In turn as the incumbent knew they wouldn’t have to wholesale FTTP if they built it that’s what they did, knowing their ROI would be higher.

      This isn’t really a matter of perception this is what happened in Spain and Portugal.

      The two models around the world that work are very, very heavy state intervention, either loads of subsidy or the state building a nationalised network, and the freer market, lower regulation model that Spain and Portugal adopted. We decided on a miserable compromise that, as far as ultrafast goes, pleased few.

      Was great for cheap FTTC, though. That was the big thing the ISPs could compete on, so they did.

    2. Avatar photo Ade Thompson says:

      Amusing to watch CarlT working overtime, desperate to neutralise this bad-news story for BT Group. To (mis)quote the Bard, “a stooge by any other name would smell as foul!”

  5. Avatar photo Steven says:

    I have told my internet provider time after time, and I have told local OpenReach van drivers time after time, that their cabinets in Bedford are unlocked and the wires are splaying out. My internet connection is constantly mis-connecting.
    Nothing is done; nothing changes.

    1. Avatar photo Peter Essex says:

      That’s a good contribution to the argument of separation.

    2. Avatar photo Peter Essex says:

      My close friends girlfriends sisters dog died this weekend too. Just while we are diverting away from the point.

    3. Avatar photo Fastman says:

      so report to openreach damage helpline . you can google it

      hmmm where about in bedford are you as last time I looked there was about 150 + cabs in that exchange

    4. Avatar photo Cabdooropen says:

      Bet you a fiver the cabinets in question belong to virgin media. Give us an address of one of these open cabinets.

  6. Avatar photo CliveC says:

    Totally agree with your CarlT this sounds like some short term view to simply boost the share price, which has taken a bettering this past year. Less about the greater good of the service.

  7. Avatar photo Dig for Victory! says:

    Lol. Was pretty unanimous commentary a year ago that OR must be split from BT as that was the only solution to blanketing the country in FTTP. Now BT shareholders are starting to discuss it, everyone gets cold feet. I for one feel OR should be hived off. It will show all those ISPs moaning about BT to be the toothless parasites they are.

  8. Avatar photo Ade Thompson says:

    This story ran in the FT, mouthpiece of the City of London. And yet the names of these “largest [BT] shareholders” calling for The Split are never revealed. Without that info, the story is, erm, a bit of a non-story.

    There’s a second FT article, secreted behind the FT’s Lex Premium double-paywall.

    Entitled “BT Group: break chance” (20 Aug), the Lex Column poo-poohs the idea of a demerger of the Openreach subsidiary. Claiming on the one hand that liabilities from the Pension Fund Deficit prevent it. While also claiming that the Deficit has miraculously halved in the last two years, to just £4.6bn. Difficult to believe. Perhaps BT’s Mafiosi accountants are to thank for that?

    The FT pays lip-service to growing anger over the creaking BT infrastructure, and the rudderless attitude towards full fibre (FTTP) rollout. Noting that dividends (7% last year) would have to be slashed to pay for it, and that would never do, would it?

    So possibly the FT’s Lex Column is simply articulating the interests of some rival shareholder group; seeking to safeguard its juicy dividend stream, by retaining the BT Group as a whole.

    http://www.newscabal.co.uk/bt-group-break-chance/

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