Arqiva Credit Investors

Transaction Overview

We are proposing to sell our telecommunications towers business to Cellnex UK Limited. In relation to this, we have undertaken a corporate reorganisation of the Senior Financing Group, by separating our telecoms towers business (“Tower Assets”) from our other businesses and consolidating the Tower Assets into an existing entity within the Senior Financing Group, Arqiva Services Limited (“ASL”) and certain subsidiaries of ASL.

On 8 October 2019, Arqiva Holdings Limited (“AHL”) entered into a share purchase agreement with Cellnex UK Limited and has agreed, subject to the satisfaction of certain conditions, to dispose of ASL and its subsidiaries at completion under the SPA (the “Disposal”). Any assets which are not Tower Assets will remain within the Senior Financing Group after the Disposal. One of the conditions to the Disposal under the share purchase agreement is the passing of a resolution by Arqiva’s secured creditors approving the Disposal; we have therefore launched a STID Proposal seeking this consent.

VIEW CONSENT SOLICITATION AND RELATED DOCUMENTS

For any further information on the documents available below please contact:

Chris Parr - Head of Corporate Finance and Investor Relations

Chris.Parr@Arqiva.com

Quarterly Investor Reporting

Documents for year ending 30 June:

By clicking on the financial year tabs above, you can access the following documents for Arqiva:

Investor reporting overview:

In October 2018, the Group completed the refinancing of its 9.5% Junior Notes due Mar-20, by establishing a new 6.75% Junior Note due Sep-23. Under the terms of these new notes and the existing senior financing, the Group prepares investor reporting as follows:

Senior Quarterly Investor report - Schedule 7

This report is in the format of Schedule 7 of the Common Terms Agreement (CTA) summarising business developments, capital expenditure, financing and senior covenants. This is a quarterly requirement of the CTA for AGPL.

Junior Quarterly Investor report - Schedule 6

A report to meet the requirements of the ABPL (Junior) Group, produced in the first and third quarters, summarising business developments, capital expenditure and financing.

Financial statements

Unaudited financial statements at half year that include P&L, balance sheet, cashflow, operating and financial review, and recent developments. For the full year reporting period, audited financial statements will be published that include P&L, balance sheet, cashflow, operating and financial review, recent developments, description of the business, management and shareholders, material risk factors etc

AF1 Compliance certificate (Senior consolidated)

Compliance certificates in relation to Arqiva Financing No.1 Ltd.

Annual investor presentation

The annual investor presentation which is published at financial year end. This discusses annual results, key developments and business overview.

For the previous financial years (prior to the 2019 financial year), other documents including the Combined Investor report and ABFP Compliance certificate are available for download. These documents were prepared to fulfil the requirements of the 9.5% Junior notes that were outstanding prior to the October 2018 refinancing.

Consent solicitation and documentation

On 11 May 2020, Arqiva launched a consent solicitation process by way of a STID Proposal, seeking approval of the Requested Consents in relation to the Disposal.

The STID Proposal is voted on by all Qualifying Secured Creditors. All Qualifying Secured Creditors other than the public bondholders will receive the STID Proposal and all its ancillary documents privately through the Obligor Security Trustee and are invited to vote on the STID Proposal in accordance with the instructions set out in the STID Voting Request.

Public bondholders are invited to vote on the STID Proposal in accordance with the instructions in the STID Proposal Memorandum.  Copies of the STID Proposal Memorandum, the STID Proposal, the Bond Trust Deed, the Master Definitions Agreement and the draft Implementation Documents are available to public bondholders through the Tabulation Agent: [https://portal.lucid-is.com/deals/arqiva/library]

The RNS/FNS statements relating to this consent solicitation have been submitted to the relevant stock exchanges on 11 May 2020. For copies please see below:

Arqiva Finance plc consent launch announcement

Arqiva Broadcast Finance plc Luxembourg announcement

Copies of the public bondholder presentation and additional information about “NetworkCo” are also available below:

Arqiva STID proposal - public bondholder presentation

Arqiva STID proposal – NetworkCo supplementary information

Comfort package / Offering

The comfort package and additional protections offered to creditors are set out in the STID Proposal and in relation to public bondholders, are further set out in the STID Proposal Memorandum.