Telenor ASA

OSE:TEL

Earnings Call Transcript 2022-Q4

[Sigve Brekke, President and Group CEO]

Good morning, and welcome to the fourth quarter results. Let me start off with the value creation strategy we presented at our Capital Markets Day back in September and the direction we have for each of our four business areas. Firstly, to be a leading Nordic telco with profitable growth. This means growing both core connectivity and new services with a sharp focus on margin expansion through modernization. Secondly, to develop a strong and more independent Asia, focused on realizing synergies, driving operational efficiency and delivering cash flow. Thirdly, to crystallize values in a leading Nordic infrastructure company, to mean further operational improvements and transactions to visualize and monetize the values in these operations. And finally, to continue developing the Telenor Amp portfolio, our adjacent businesses, through organic growth, partnership and transactions.

On the ESG side, just this week, we had an opportunity to host and share our experiences from setting and implementing science-based targets with other Norwegian companies. We are happy to work together with the industry as well as with our stakeholders in establishing ways to address Scope 1, 2 and 3 emissions.

Throughout Q4, we also continued to focus on energy efficiency. A PPA sourcing process was initiated in Finland and is expected to conclude during this year. This adds to the PPAs already secured in Denmark and in Norway. Then to the quarter. The fourth quarter results shows that we are well underway on executing on the strategic agenda I just went through. I'm very pleased to see the growth in the Nordics is continuing with a mobile revenue -- service revenue growth of 5% in this quarter. And as you may remember, we had a 4% mobile growth in the Nordics in the last quarter. Profitable growth will also require continued modernization and efficiency improvements.

We have now reached an important milestone as we have shut down the last copper-based subscriber in Norway. This makes us the first legacy-free incumbent in the whole of Europe, ready to move forward with our modernization program. Then, as you know, also completed two large M&A transactions to visualize true value of our assets. The closing of CelcomDigi merger in Malaysia marked a successful outcome of a process that started almost two years ago.

And yesterday, we also completed the sale of 30% of our Norwegian fibre assets in a transaction that will benefit the future fibre rollout in Norway. Combined with healthy earnings in 2022, the CelcomDigi transaction contributed to a record high net income of NOK 45 billion. Overall, I'm satisfied with this quarter. The investments we have done and the modernization programs we have been running now for several years, are starting to really yield results.

Despite a high investment level last year, we were generating NOK 11 billion in free cash flow. And in a year of volatility, the good underlying EBITDA performance is driven by efficiency program and strong operational performance. Let me then move to Malaysia. Almost two years have passed since we announced that we are in discussions about the merger of Digi and Celcom in Malaysia. This merger processes takes time, but we have used the time well for our integration planning. Now all the pieces are finally moved into place such that we can close the transaction, and we did that on the 30th of November last year. This large transaction positioned the new company, CelcomDigi, as the leading telecom operator in Malaysia and as the largest tech company at the stock exchange in Malaysia. This should position us well as a market leader to take part of the future growth in the Malaysian market. With the current market capitalization of around NOK 115 billion, Telenor's 1/3 of the company is valued to around NOK 38 billion.

And as a result of the transaction, our assets were reevaluated, generating a gain of NOK 33 billion. In the merger process, we and our merger partners identified synergies of around NOK 18 billion on a 100% basis and the company has now taken on the work to realize these synergies. We expect this to create significant value in the years to come, and for the shareholders of Telenor, this transaction should be dividend accretive from 2024 and onwards.

Moving to Thailand. After finalizing the merger in Malaysia, there is more to come, as we have talked about before, as we now are closing in on completion of the merger also in Thailand. A major step forward was made by the Board of Directors in both True and dtac by calling for a joint shareholder meeting on the 22nd of February to conclude on the final matters. And as earlier communicated, we expect closing before the end of this quarter.

In many respects, this transaction is 2x to 3x larger than the Malaysian merger. And it is, in fact, the largest ever telecom M&A transaction in Southeast Asia. As in Malaysia, we therefore expect significant synergies coming out of combining these two assets into the new company. We are, as we also are doing in Malaysia, here also creating a clear number one player in the market with 55 million customers, with the scale and capabilities to be at the forefront of the digital shift we see for consumers and businesses.

For dtac, this means a transition from a mobile-only operator into a full-fledged service provider. The new company will have a leading market position on both mobile, on fixed broadband, on TV and on digital services. This is, as we call it, as -- a merger with a spirit of equals with an aim for both of the principal shareholders to retain around 30% ownership in the combined company. And on this background, Telenor and the CP Group will have a balanced representation on the Board and also a balanced representation in the top management team, including strong candidates from both dtac and from the Telenor Group.

Then, back to the Nordics and also in line with our strategy. Yesterday, we delivered on the plan to crystallize values from our infrastructure assets. This was done through the sale of a minority part of our Norwegian passive fibre assets to KKR and Oslo Pensjonsforsikring. The transaction values the business to NOK 36 billion and goes to illustrate the values we have built up in our fibre investments over the last 10 years.

The sale -- minority sale of 30% of the fibre business yield the proceeds of NOK 10.8 billion. This will strengthen the balance sheet of Telenor and also support further investment into fibre network in Norway. In addition to the value crystallization, as we communicated at our Capital Markets Day, in the infrastructure business, our ambition is also to create more value out of our digital infrastructure. The fibre deal confirms the value of our assets, and we will now continue to create value, both within fibre and our towers. And in addition to that, we are also exploring opportunities with our data centers.

Let me then turn to -- from transactions to our daily operations. At the Capital Markets Day, we highlighted growth in the Nordics as a key strategic priority in the 3 years plan that we presented. And looking at this graph, I must say, I'm pleased to see that the system we have made over the last year is now translating into a solid mobile service revenue growth of 5% in the quarter. And with this, we have a good growth momentum also going into 2023.

The growth you see here is driven by 3 key elements. First, for several quarters, we have talked about the increase we have in our value-added services, such as security and insurance. These services have been, and continues to be a solid growth contributor. Revenues from these services are now growing in the range of 12%, 13% year-on-year, and in Norway is contributing to around half of the ARPU growth we see in this quarter.

The other growth elements are growth in 5G connectivity and the selective price adjustments we have implemented across the markets and across most customer segments. Growth is, however, only part of the ambition, and to improve profitability, we also need to keep modernizing ourself. In Q4, we saw an EBITDA in our home market in Norway decline by 3%. Part of this can be explained by higher energy costs, but the main headwind continued to come from the effects of the copper decommissioning. The EBITDA growth of 6%, excluding copper and energy, is representing a material improvement compared with the 2% growth we had in the last quarter. We have done significant modernization programs the last year in Telenor, and we are not done yet. We took the decision to move away from copper network already back in 2018, and the last years, this has been one of the biggest projects we have been running in Telenor. And as you can see on this graph to the right, this has cost us around NOK 3 billion in loss EBITDA from 2019 through 2022. The upside, however, is that, we now can move forward with a legacy-free, future-proof network as the first incumbent, as I said in Europe. The last POTS and DSL retail lines were closed in December. And as you can see from the graph, we expect a significant lower EBITDA headwind from copper in 2023 and going forward.

The last quarter, I talked about the plans we have for continuing our modernization of Telenor, Norway. Digitalization is driving constant change, and it's fundamental to stay relevant for our customers. Touch-free operations, you have heard me talking about that several times before, and that is continuing to be an ambition and focus for us, how we digitalize to simplify and automate processes to improve quality for our customers, but also reduce costs. We believe that we are in the forefront in the industry when it comes to touch-free operations. 75% of our technology operations in Norway are not touch-free, with a network being more than 90%. These proactive technology shifts enable us to move on to the next phase of modernization and to focus on resources and new initiatives.

In Norway, we are simplifying our organization and the processes, and changing the way of work. As a part of this, we have just announced that we are merging two divisions -- two customer divisions into 1 customer division. In addition to that, we built one customer service to serve all our customers at one Telenor across the different commercial lines that we have. This frees up resources.

And we, therefore, recently announced a downsizing of around 400 FTEs in Norway. This will come from a reduction of around 200 fixed employees and another 200 from fewer external consultants, turnover and structural initiatives. In total, this is estimated to reduce the number of FTEs in our Norwegian operation and consultants within -- in the range of 10% to 12%. As you know, we have now also gathered all the Nordic -- foreign border Nordic units under one Telenor Nordic management. With that, we are strengthening the collaboration across the Nordic region. And we are developing a Nordic operating model to support speed and agility in the local markets, and at the same time, taking out cost synergies through shared and common solutions. Focus is on the technology and IT domain as well as support functions like HR and finance. The financial impact of these initiatives, mainly OpEx and CapEx, are now, as we discussed at the CMD, expected to come within the 3-year period. Summing up, we are well on our way to fulfill the ambitions we set out for the first 12 months when we had our Capital Markets Day in September.

We have closed the merger in Malaysia. We have closed the sale of 30% and visualized values of our fibre assets in Norway, and we have completed the decommissioning of the copper network. We are moving thoughts at closing of the large merger in Thailand also during this quarter. Entering 2023, my and my management team's key focus will continue to be profitable growth in the Nordics. We have, as you can see, got off to a good start with the mobile revenue growth we saw in the last quarter, strengthening position and realizing synergies in Asia. We will also continue to work with our structural agenda in Asia. Our plans are to contribute to crystallized values in our infrastructure portfolio, and we will continue to oversee and contribute to a positive development in our Amp portfolio. And with that, let me welcome Tone, our CFO, on the stage.

[Tone Bachke, EVP and CFO]

Thank you. You have heard from Sigve on the main points in the quarter with the large M&A transactions and the positive trends we see in the Nordic mobile business. 2022 has been marked by volatility and unknowns. Our main focus has been on strategic development and our operational performance. And I'm pleased with the execution capabilities in the organization and how we have been able to deliver this year.

Overall, we showed 2% organic growth for the fourth quarter and stable EBITDA. This means that we end the year with 2% organic revenue growth and 1% growth in EBITDA, in line with our guidance. We also deliver within the guidance for CapEx at just below 17% CapEx for the full year. Free cash flow was close to NOK 11 billion for the year, despite high investments in 5G and fibre, and this cash flow is somewhat higher than the level we outlined at the CMD in September. The service revenue growth of 2% mainly reflects strength in Nordic mobile, Bangladesh, and strong growth in Telenor Maritime and Connexion. Sigve highlighted the growth of around 5% for the Nordic mobile business. And as you can see, we saw growth rates from 3% to 7% across the Nordic businesses, when we exclude the significant 1% group drag from copper.

Grameenphone in Bangladesh delivered 4% growth, despite the SIM ban that was lifted in the beginning of January. We are now back to normal business here. Finally, we saw positive momentum in Telenor Maritime, mainly owing to the return of cruise traffic and double-digit growth in our IoT business of connection. Both of these had good contribution to the 2% growth rate. As you know, Digi is deconsolidated, and dtac will be deconsolidated once the merger closes. This will materially change the revenue composition and these companies accounted for around 1/3 of the revenues in 2021. For reference, we would have seen organic revenue growth of close to 3% if we had excluded dtac also in 2022. And now to OpEx. We report an 8% or NOK 620 million OpEx increase in Q4 compared to the same period last year. NOK 250 million of the increase reflects higher energy cost, and adjusted for this, the increase was around 5%. Another NOK 175 million was driven by one-time effects impacting Bangladesh and other units. And as you see in the graph to the right, the cost increases for more regular items such as personnel, sales and marketing, and operations and maintenance were more moderate.

In the graph to the left, you see the cost increase split by country, and by the looks of it, OpEx decreases by NOK 10 million in Bangladesh in the quarter. That needs to be seen together with a high increase in other and elimination, and underlying costs in Bangladesh increased around NOK 100 million. For 2022, as a whole, we see OpEx increase of around 5%, driven by energy and sales and marketing costs, in particular. At the CMD and the third quarter, we highlighted the uncertainties regarding the outlook for energy cost. As it turned out, Q4 prices ended somewhat lower than Q3 prices. And by this, we also saw lower level than what was -- what we outlined on the CMD. Nevertheless, the energy cost levels were still around 40% higher than in the fourth quarter of '21. And for the full year, we saw energy cost increase with around NOK 1 billion to a total of NOK 3.9 billion.

Looking into 2023, we have around 80% of the Nordic energy exposed to spot prices and around 20% on hedged prices. As we stand now, our best assessment, given the prices we currently observe, is that energy prices in the Nordics will have a fairly neutral impact on the EBITDA from 2022 to 2023. However, the phasing during the year may naturally be different. As you know, we have PPA agreements that will come into effect in Norway towards the end of this year and in the second half of 2024 in Denmark. These agreements have pricing more in line with historical averages, as we have talked about before. Moving to EBITDA. The organic EBITDA was stable in the fourth quarter with a negative impact of 5 percentage points from energy and copper. In Norway, the reported EBITDA is down 3% compared to the negative 9% we reported last quarter, and Sigve gave you more insight into this. In Sweden and Denmark, we continue to see EBITDA growth from improved top line momentum, while EBITDA in Finland continued to be impacted by increased group charges and energy cost.

In Thailand, we see continued headwind from reduced affordability in the market, as the COVID recovery is still to materialize. Despite this, we see strong cost control and lower sale of handsets resulting in a solid EBITDA growth of 3% in the quarter. As mentioned on the OpEx, the figures from Bangladesh include some special elements this quarter, and a strong positive EBITDA contribution from Bangladesh is on the group level, partly offset by an opposite effect under eliminations. Other items under other eliminations were positively driven by improvements in the Amp portfolio. Pakistan continues to be tough, with macroeconomic putting pressure on the financial performance and result in a 17% reduction in EBITDA, which is mainly driven by both lower revenues, but also the high energy cost in particular.

When entering 2022, we knew we would have negative impacts from copper and project costs, which took down the EBITDA with around NOK 1.1 billion. And the high energy cost has taken the EBITDA down with another NOK 1 billion or equivalent to 3%. On the positive side, we've had one-offs of around NOK 1.2 billion this year, and a strong operational performance has contributed with NOK 1.2 billion to the EBITDA. Summing up, we ended the year with organic EBITDA growth of 1% to NOK 42.4 billion. This is in line with the EBITDA guiding we presented at the beginning of last year.

Both for fourth quarter and 2022 as a whole, we see record high net income to equity holders of Telenor. This comes mainly from the closing of the merger in Malaysia, combined with ordinary result and tax effects, result in net income of NOK 38 billion in the quarter, and NOK 45 billion for the full year. In line with our strategy to reshape Telenor, we organized the mobile businesses in Asia in a legal entity under Telenor Asia. As part of this process, a deductible tax loss of NOK 14 billion has been realized. These losses have already been incurred and recognized in the financial accounts in previous periods, but the tax impact of the previous accounting losses are now realized.

It is worth noting that closing of the transaction in Thailand will generate similar type of effects in 2023. As Sigve mentioned yesterday, we closed the sale of the 30% of the fibre business in Norway. This will contribute to NOK 10.8 billion in cash flow and have a positive impact on equity in the first quarter. CapEx in the quarter came in at NOK 4.5 billion or 18% of sales. For the full year, CapEx to sales ended at 16.8%. With regards to the leverage ratio, we are adjusting the calculation to account for dividend from associated companies, following the deconsolidation of the assets in Asia. Based on the adjusted definition, the leverage ratio at year-end stood at 2.2x.

Turning to cash flow. Free cash flow from operations in Q4 came in at NOK 2.4 billion, whereas cash flow from M&A was negative NOK 1.6 billion. The negative contribution from M&A is a result of the deconsolidation of Digi and cash outlay in relation to closing of this transaction of NOK 700 million. For the full year 2022, free cash flow ended at NOK 10.6 billion, of which NOK 9.9 billion was from operations and before M&A activities. This cash flow is slightly above the level that we outlined for 2022 on the CMD in September. Going forward, the free cash flow outlook, excluding M&A, remains unchanged from the CMD. The cash flow before M&A for 2023 is expected to come in below 2022, as the deconsolidation of the cash flows in Malaysia and Thailand will only be partly offset by dividends received. From 2024 and 2025, we expect to see a ramp-up in dividends from Asia, which, over time, will make these transactions dividend accretive to the shareholders of Telenor.

We expect to realize large synergies in both Malaysia and Thailand. The CelcomDigi transaction in Malaysia is expected to have a shorter integration period than Thailand before we reach the full run rate of synergies. In the Nordics, we expect to see improved free cash flow contribution throughout the period, supported by both EBITDA growth and a nominal CapEx reduction of around NOK 2 billion in the period 2022 to 2025. Our results, cash flow and strong financial position, enable us to deliver in line with our dividend policy. For 2022, shareholder remuneration will include both ordinary dividends and share buybacks. The share buyback is based on the sale of the 30% of the Norwegian fibre business. Following the EGM last week, the Board intends to use 35% of the proceeds from the sale for share buybacks.

The buyback program will start now in February, and an agreement is in place to redeem a proportionate share of the Norwegian state's shareholding. The proposed ordinary dividend is NOK 9.40 per share, which is in line with the policy to have a nominal increase in dividend per share. The proposal is subject to approval by the AGM in May and the payout is planned in 2 tranches of NOK 5.00 per share in May and NOK 4.40 per share in October. Then, let me round off with a view on the outlook for 2023. From Q1 this year, we will change the reporting structure to reflect the new business area structure. In line with the strategy, as outlined on the CMD and based on the changes we are making to our portfolio, our guidance for 2023 is related to the Nordics operation.

In the Nordics, in 2023, we expect low to mid-single digit growth in both organic service revenue and EBITDA, and we expect a CapEx to sales ratio of around 17%. Looking further ahead, we see a mid-term outlook for low to mid-single-digit growth in revenue and mid-single digit growth in EBITDA. This is unchanged from the mid-term outlook we presented at the CMD. We are now also able to add some more flavor on our expected CapEx profile in the Nordics, and this is showing our ambition to cut CapEx in nominal terms by around NOK 2 billion in the period from 2022 to 2025. These ambitions are consistent with the cash flow outlook we have presented, our capital allocation priorities and our stated dividend policies. With that, I would like to thank you for your time and welcome Sigve on stage.

[Sigve Brekke, President and Group CEO]

Yes. Thank you, Tone, and then we are ready for questions.

[Tone Bachke, EVP and CFO]

Yes.

[Sigve Brekke, President and Group CEO]

So please open up the line.

[Operator]

[Operator Instructions]

And our first question comes from Peter Nielsen of ABG.

[Peter Nielsen, ABG]

Thank you very much. Good morning and congrats on the completion of the decommissioning in Norway. It's obviously been a long-term project that's been fascinating to follow. One question, please, on the -- as you said initially, your EBITDA growth has been aided and supported by OpEx reductions, and you have -- envision of reducing your OpEx by 1% to 3% going forward. So my question is, do you think it has become more difficult in this environment? But also do you think that you are -- you will become less dependent on OpEx reductions going forward, given that we have a new sort of improved growth profile in the Nordic countries with better top line growth? Would that make it -- would that make you less dependent on the OpEx reductions to secure EBITDA growth?

And then just a quick follow-up, if I may. Sigve, you highlighted at the beginning you envision for the infrastructure business to continue to crystallize value as you've done with the fibre transaction with towers, fibre, the data centers. Do you think, Sigve, is the new environment, higher interest rates, this has become more difficult to crystallize those values in line with what you had anticipated and you envisioned?

[Sigve Brekke, President and Group CEO]

Yes. To the first question, what we said at the Capital Markets Day, it's -- we are not going to change that. We talked about our revenue growth, but we also talked about a continued cost reduction of 1% to 3%, as you mentioned it. So we are going to continue with that. And that's why we are so focused on the modernization programs that we have brought in Norway, but also throughout the Nordics. So that's why we maintain the same guiding on low to mid-single digit revenue growth and mid-single digit mid-term EBITDA growth, which means that, for us to achieve that, we need to continue the cost focus that we have. So no change to that. On your second question, what we also said at the Capital Markets Day was that, we will look at our towers -- our Nordic tower infrastructure. And I think we said, Tone, that, within a period of 12 to 24 months, we will look at crystallization alternatives. And that's exactly what we are doing now. I cannot comment on the interest environment or the macro environment, but we are quite happy with the closure of the fibre deal also in the midst of all the uncertainties. We got, as far as we see it, a good deal and a good valuation out of that.

[Operator]

And we're now moving on to Frank Maao of DNB.

[Frank Maao, DNB]

Yes, congrats on a fairly strong result. I would -- my question would be really on the net customer additions or subscriber additions in Norway. They were a bit lighter than we had been looking for and down some 60,000, I think, year-on-year. How do you see the consumer in Norway now reacting to the consumer -- yes -- the pressures that are going on? How do you see that affecting the more price sensitive segments of your customer base? Is that something that you're observing in -- during the quarter? And what are your concerns or lack of thereof going forward in that respect?

[Sigve Brekke, President and Group CEO]

Yes. Let me answer with a general answer first, and then I will be a little bit more specific. We have done price adjustments across all our 4 Nordic markets and also across most of the customer segments that we have. And I think my general observation is that we haven't really seen a challenge when it comes to affordability across our 4 Nordic markets so far. So they are reacting well to the price adjustments that we have done. And the reason -- or the way we are doing it, it's trying to follow the more for more when we do these adjustments. And I think that the quality -- network quality and also quality of the products and services that we have, it's well received by our customers. So, so far, no real price sensitivity in relation to more the macro or inflationary interest rate environment. Then to Norway, yes, you are correct. We lost some customers in Norway during the year. This is mainly prepaid customers and customers coming from the price sensitive segments. The Norwegian market has been, is and will be competitive. However, we don't see that the competitive intensity is changing a lot. We were the first one that adjusted our prices in Norway. It took some time for our competitors to do the same, and that could have been some of the effects that we have seen when some of the price sensitive customers have churn out.

[Operator]

And up next, we have Ondrej Cabejsek of UBS.

[Ondrej Cabejsek, UBS]

Hi, good morning. Thanks for taking the question on a strong result. I had one follow-up on EBITDA and then a question on CapEx, please. So on the EBITDA, because if you look at the building blocks and in terms of energy, for example, we can -- there may be a stable year-over-year development on a net basis, the copper legacy drag versus the cost takeout should be again roughly neutral. So I'm just wondering in terms of the top line growth feeding into EBITDA, is EBITDA in your expectations largely a function of the top line growth next year? Or is there some cost takeout beyond the kind of structural things that we're aware of, i.e., primarily the legacy takeout? And then a question on CapEx, please. So you're guiding for a NOK 2 billion decrease, which is a pretty big number. It's about 20% of your full year Nordic CapEx. So where is that exactly coming from? And can you confirm in terms of the fibre rollout plans that you have about -- 0.5 million homes you mentioned at the CMD. Is this entirely covered by the 30% stake sale that you've just finished? And how long do you expect to cover -- or how long do you expect it to take to cover these 0.5 million homes with fibre rollout?

[Sigve Brekke, President and Group CEO]

Well, lot of questions there, Tone.

[Tone Bachke, EVP and CFO]

Yes. On the EBITDA for 2023, we are guiding on a low to mid-single digit growth in EBITDA. This, of course, encompass all the effects of what we are doing, including the effects on EBITDA of the copper decommissioning. And as you saw, we will continue to have some year-over-year impacts on that. At the same time, as Sigve said, we are executing and continue to execute on the modernization agenda we have for the Nordics, and the plan we have towards 2025 remains unchanged. So there will be mixed effects in the EBITDA development in 2023 as we see every year. And energy is correctly, as you say, one of these key elements.

So then to the CapEx. Yes, we are giving you more flavor to how we see the CapEx into 2025. In 2022, we had very high investments throughout the portfolio, and it is, of course, linked to the 5G rollout and the fibre rollout. We are now around 65% coverage in Norway, which is the biggest investment that we're making. And towards the period 2025, we expect the 5G rollout to ease off, as well as there might be less investments in fibre when we reach that point of 2025. So it is related to the Nordic CapEx, and it is both related to 5G and other network-related investments, but also the fibre. And then, I must admit I was a bit struggling on your question on the fibre, but it is a fact that we are splitting out the fibre now into a separate company, and 30% of that is then what is being entered into the agreement with KKR on. And the intention is that this -- and this split out covers the full portfolio related to the consumer fibre.

[Ondrej Cabejsek, UBS]

And just to confirm the sale, the 30% -- The question was, if the 30% covers in terms of CapEx, the goal that you have, which you presented at the CMD, which was covering an additional roughly 0.5 million homes with fibre to the homes. Is that fully covered by the divestment, was really the question.

[Tone Bachke, EVP and CFO]

Yes. If I understand you correctly, the CapEx we use for fibre is within the guiding, and it's also within the guiding going forward. And it is also -- we are now realizing NOK 10.8 billion of investments, and that is a key element of also our investment in fibre going forward.

[Operator]

And now we take a question from Maurice Patrick of Barclays.

[Maurice Patrick, Barclays]

Good morning, guys. And thanks for taking the question. Just from my side, just on the monetization potential in towers and data centers. So you're very clear earlier talking about a 12 to 24-month process at the Capital Markets Day. Do you think you'll do all of those infrastructure assets all in one go? Or do you think you'll split them into different elements? And I just noticed that Telia yesterday hinted that they were pushing back the rooftop monetization time frame, sort of indicating the high rates environment was pushing down prices from potential bidders. Does the rate environment impact your thinking of timing on that?

[Sigve Brekke, President and Group CEO]

Yes. I'm not able to answer your question, Maurice, because we are looking at different alternatives. We are looking at doing this on the Nordic level. We are looking at doing it on the country level. So that is the evaluation we are in the midst of. And that's where we need some time here to do that. In the meantime, we are not rushing this, and that is not because of the macro environment. That is because we want to create an even better profitability out of the infrastructure that we have. We are focused now on efficiency in the way we're running our tower infrastructure. We have now set up, as you know, infrastructure tower companies in all the Nordic countries. And we are also focusing on getting more external revenues to lift the EBITDA here, to have a better position when we potentially are monetizing or crystallizing this. So that's what we are looking at. So the outcome of this could be various type of structures, and we will have to come back to that when we have finalized the view, we have on this, or the process here.

[Maurice Patrick, Barclays]

Just as a quick follow-up. Have you disclosed how many data centers you have, or any data points regarding -- maybe you have but I missed it.

[Sigve Brekke, President and Group CEO]

Was that the data center you asked about or the towers?

[Maurice Patrick, Barclays]

Yes, data centers.

[Sigve Brekke, President and Group CEO]

We have 18 data centers across the Nordics.

[Tone Bachke, EVP and CFO]

Large data centers.

[Sigve Brekke, President and Group CEO]

Yes, the big ones.

[Operator]

And now we take your question from Luis Lecaroz of Credit Suisse.

[Luis Lecaroz, Credit Suisse]

Hi. Good morning. Thank you for taking my questions. I have two, please. The first one is trying to understand a little bit better the competitive dynamics in both Sweden and Finland. You have seen an acceleration in terms of service revenues. And therefore, what I can see, there has been a push in terms of marketing and sales into Q4, but also in Q3. How should we be thinking about the 2023 dynamics? And specifically in Sweden, we heard from some of your peers different market sentiments in terms of consumers. Are you seeing any decline on consumers' willingness to spend or not? The second one would be, if you can give us an update on the Thailand merger, have you more clarity now understanding potential remedies on the -- specifically on the price caps and the tower and the commissioning?

[Sigve Brekke, President and Group CEO]

Yes. When it comes to the competitive intensity, we don't really see any change. All these markets are competitive. In Finland, we see the market leader, it's leading the pack, and it's a healthy, growing market. We still continue to migrate 4G customers over to 5G, and that's an important part of the revenue growth and the ARPU growth we see in Finland. So I don't really see any change there. And in Norway, I already commented on. In Sweden, it's the same. The competition on the B2B segment has been and is still quite tough. And that's why we see that we have less of a growth on the B2B segment than we have on the B2C. And we are quite happy with the ARPU growth we actually saw in Finland also after the price adjustment that we had. So of course, I cannot rule out that we will have some more macro effect or sensitive -- price sensitivity effects in Sweden going forward. But so far, we haven't seen the same as we have heard from our competitors. Then to Thailand. As I said, we are now in the final stage. We have called for a shareholders' meeting to get the final approval, and that's why I'm confident now that we will be able to close that transaction in -- within this quarter. And I'm not able to give more insight or details than that.

[Luis Lecaroz, Credit Suisse]

If I may follow on Finland and Sweden. Are you willing to pursue a similar strategy as in H2 '22 to drive more marketing and sales investment, to achieve more service revenue growth into 2023? Or how should we be thinking about your marketing and sales strategy?

[Sigve Brekke, President and Group CEO]

You should be thinking about it from what we have said, that we want to generate a profitable growth across the Nordics. That's on the revenue side, but that's also on -- continued with our modernization programs to reduce costs. And that is something we have been working on now for several quarters, and I'm very happy to see that this is exactly what is coming through going forward. So it's a mix, of course, then, on how much are you fueling the market versus what are you getting back. But the -- what we are measuring our management teams on, it's actually cash flow, including also the investment part of it, but it's very much the EBITDA growth and -- because that's the best measurement we have on what we call profitable growth. So we will be as aggressive as the competition of losses to be, and as aggressive as we see that a profitable growth will result.

[Operator]

And from Societe Generale, we have Nick Lyall with our next question.

[Nick Lyall, Societe Generale]

Good morning, everybody. May I ask 2 questions, please. Firstly, on the True business, True Corporation. What visibility do you have on that dividend there? Because you've got a company that's potentially very highly geared after the merger. So could you maybe update us on what you think the dividend policy might be, or at least anything that you might have on -- in dividend policy there? And then secondly, just to go back to Ondrej's question as well on the fibre rollout, what's going to be the cost of the 500,000 extra homes on fibre do you think? Is it going to be more of an overlay of fibre on the cable network? Or is it new homes that you're doing with -- the new 500,000 homes with new fibre?

[Sigve Brekke, President and Group CEO]

Yes, I can answer on the Thailand question, and then you take fibre, Tone. I cannot give you all the details here, of course. But as I said, these processes have taken time, in Thailand also about 2 years' time. And that time we have used to detail out our business plan going forward, together with our partner. And going forward, we now have agreement on how both dividend policy should be. We have agreement on our go-to-the-market strategy. We have agreement on how to take out the cost synergies. And -- but more in detail what that is, you have to wait before we can announce that. We have not announced any cost synergies in the Thai transaction, but we will do that if and when that transaction is closing. But -- so the only thing I can say about that is what Tone already said, that both in Malaysia and in Thailand, our ambition is to -- that this will be dividend accretive for Telenor going forward.

[Tone Bachke, EVP and CFO]

And then to the fibre question, yes, we -- as we said, we aim to take our significant share of the remaining homes to be connected on the fibre in Norway. We have talked about several times that we are going from a greenfield build-out to a more diverse build-out, and we see that also going forward. There are still greenfield areas which would be in the scope, but there is also and has been an increasing degree of densification. So going forward, this would be a mix of these 2 elements.

[Nick Lyall, Societe Generale]

But there's no cable overlay in that as well as these new areas for Telenor fibre? It's not covering existing fast broadband businesses like cable or obviously not fibre, but there's certainly cable areas?

[Tone Bachke, EVP and CFO]

Yes, it's obviously not black and white. But we don't see a big overbuild tendency in the Norwegian market yet. So there will -- we expect there to be limited overbuild and there will be maybe some overbuild of all technologies, but it's not a material part of the strategy going forward that is impacted by this.

[Operator]

And up next, we have Andreas Joelsson of Danske Bank.

[Andreas Joelsson, Danske Bank]

Turning to maybe the other parts of Asia. If you could give us an update on Pakistan. You mentioned, Tone, that it's still tough. Is that what we should expect also for '23? And maybe also your view on Bangladesh now, and the SIM ban is being dropped, And secondly, just a clarification. The guidance that you gave for the Nordics, I think we should assume that, that includes that you lose FeudCraft to one of your competitors.

[Sigve Brekke, President and Group CEO]

I think I can answer that. Yes, to the last question. Of course, it's assumed that as a fact. In Pakistan -- yes, we are still in a challenging environment in Pakistan, that being both interest rates, that being energy, that being currency and all the macro effects that we see. How it's going to develop this year, it's too early for us to say. In the midst of that, we are also then continuing our strategic review, as I have talked about now in the last two quarters. In Bangladesh, we see the growth is coming back after COVID. It took much longer time to recover from COVID in Asia, also in Bangladesh, than what we expected. Now we are back. The markets are open. The consumers are back in doing business, and we see that normality in a way has come back.

The issue we have had in Bangladesh over the last half year, as I guess, you know, is the SIM ban. We were not allowed to sell SIM due to the regulators' view on our quality of service, meaning the network quality. Fortunately, we have now been able to agree with the regulator on that. So we are back full force also on the sales side. So that's why you see that we were affected both in the third quarter and in the fourth quarter due to the SIM banned. But now we are back in a more normalized also situation when it comes to take our fair share of the subscriber growth.

[Operator]

And next, we have Usman Ghazi of Berenberg.

[Usman Ghazi, Berenberg]

Hello, thanks fort the opportunity. I just have a question regarding the comment on the India report about the adverse VAT ruling in -- .

[Sigve Brekke, President and Group CEO]

You have -- sorry, you have a very bad line. We cannot hear you. It's impossible to hear you.

[Tone Bachke, EVP and CFO]

Better now, Usman.

[Usman Ghazi, Berenberg]

Yes. In the interim report you were mentioning an adverse VAT ruling that you received in January. I think the exposure is NOK 800 million without penalties and interest charges. Could you perhaps maybe indicate what -- exposure would be, [Tech Difficulty] January being that this --. Just related to this, I mean, what impacted this ruling and on the broader kind of exposure you had in Bangladesh with?

[Sigve Brekke, President and Group CEO]

Could you hear that?

[Tone Bachke, EVP and CFO]

Usman, it's a very bad line. But are you asking about the 2G VAT case in Bangladesh?

Question

[Usman Ghazi, Berenberg]

Yes. We're just interested with what your full exposure is including interest and penalties and what this adverse ruling means for the national exposure that you had in Bangladesh, which I think is around NOK 12 million ?

[Tone Bachke, EVP and CFO]

Yes. I believe I understand your question. So we make the provisions, we do, as you point to now, based on that January oral confirmation from the government. We will now -- we believe that the provisions we made are, as always, in line with our expected outcome of the case. Then we will have to evaluate once we get the written paper from the government, whether there are needs to do adjustments. This case is an old case. It's part of the overall picture that we have in Bangladesh. And sometimes, these go in our disfavor, and sometimes they go in our favor. As you recall, in the third quarter, we had a big positive impact from a case in Pakistan that went in our favor. So going forward, we continue to maintain provisions in line with our expected outcomes of these various cases. And then, we are adjusting as new information -- or as there are final confirmations from the legal system or the authorities on these cases.

[Operator]

And up next, we have Adam Fox-Rumley of HSBC.

[Adam Rumley, HSBC]

Hi, thank you very much. I just had two quick follow-ups really. The first one was on Pakistan. I just wondered if I could push you a bit more because, local press, I think I've seen this week, is suggesting the sale is getting pretty close. So if there's anything more you are able to say, whether or not those reports are correct. That would be helpful. And then secondly, I wanted to ask about your conversations with credit rating agencies in light of the restructuring of the group. It strikes me that your adjusted net debt-to-EBITDA calculation is a little unusual, taking the contributions from dividends, but then deconsolidating the debt, which presumably is not the way that the rating agencies are going to be looking at it. So if you could just talk about how those conversations are evolving, that would be helpful.

[Sigve Brekke, President and Group CEO]

Yes. On Pakistan, I think there have been rumors for the last almost a year after we announced that we are going to do a strategic review, and we are not commenting on rumors. So I cannot comment on the report or the media article that you're referring to. What I can say is that we are looking at all different options for Pakistan going forward. After we hopefully are concluding also the merger in Malaysia, we will have #1 positions in 3 of our markets in Asia, and that's why we also see what can we do in Pakistan. But all the options are on the table. And we are still in the midst of reviewing and -- our strategic alternatives. I cannot say more than that, unfortunately.

[Tone Bachke, EVP and CFO]

Yes. And, on leverage, we are correctly, as you say, given that we no longer control Digi, we are deconsolidating both the EBITDA of Digi and the debt of Digi. So that means that if you take both of those out, there is no impact from Digi on the leverage ratio. However, we, of course, have the financing of the asset in our debt base, the group debt of around EUR 7 billion. So, then, it is natural to also include some debt servicing capacity for that asset. And then we have ended on the definition where we include the dividend received from associates in the net debt-to-EBITDA calculation. From our view and from our discussions with the credit rating agency, this is fully in line with also how they consider these -- this kind of assessment related to associated companies. So this is a dialogue we have had with them for a period as we've worked on this transaction for a long time, as you know. So we believe that this is fully in line with the way they also are assessing this from their perspective.

[Operator]

And our next question comes from Andrew Lee of Goldman Sachs.

[Andrew Lee, Goldman Sachs]

Good morning, everyone. Just had a couple of questions on M&A and portfolio management. I just wondered if you could update us on the potential time line and your ambitions for a secondary listing in Asia. Has anything changed on either of those since your Capital Markets Day? And then just secondly, a few questions and investor attention around the Swedish spectrum auction that's coming up at some point this year. Sigve, in the past you've suggested that you might be open to you pursuing in-market consolidation in a couple of your Nordic markets. And we note that you -- we're seeing attempts elsewhere in Europe on that front. Any change or kind of acceleration in time line or additional incremental thoughts you can add on the justification or ability to go for market consolidation, particularly with -- in mind to that Swedish spectrum auction?

[Sigve Brekke, President and Group CEO]

Now, to your first question, there is no update on this different from what we said at our Capital Markets Day. We are pursuing now that we are wanting to close those 2, or the remaining merger in Thailand. We are, as we -- as I already talked about, reviewing Pakistan. And on top of that, we are also reviewing what we could do in Asia as a whole, although more on the regional level. But I have no news on that.

On the Sweden and Denmark, of course, we are following the merger processes that is going on in Europe. We are following what the competition authorities in the EU -- how they will look at that, if that is different from when we tried to merge with Telia in Finland now 6 years ago. But I have no updates on our plans or our observations or our thinking around it.

[Operator]

And up next is Francesca Schild from BNP Paribas Exane.

[Francesca Schild, BNP Paribas Exane]

Great. Thanks very much. I've got two questions, please. Firstly, on working capital. So in your report, you referenced positive changes in working capital contributing to this quarter. So could you please just elaborate a bit more on this and the moving parts within that and including any headwinds that we should look out for in 2023? And then the second question is just on guidance. And so, guessing from your Nordic EBITDA guidance for low mid-single digit growth this year to your medium-term guidance of mid-single digit growth, could you just explain the drivers of the improvement and also any headwinds we should look out for here?

[Tone Bachke, EVP and CFO]

Yes, let me start with the working capital. We end 2022 fairly neutral on working capital compared to 2021. However, we saw in the first half of the year that we had a somewhat negative development. And we have been focusing on this, as we always are, but it is -- has been one of the key focus areas in 2022, and we saw the trend turning as we also said in the second quarter. Then, of course, there are different elements, and as you allude to different parts in this portfolio. But overall, we believe it is a good status as of year-end 2022. When it comes to the guidance, this guidance reflects the outlook as we see it for the Nordics. There are -- it is the -- we are in the market environment; we are macroeconomic and that is also impacting our perspective.

We have talked about the energy impact that we've seen in 2022, and we've given you the indication of what we see now, where we stand today for 2023. And we have also given you the detailed information on the copper decommissioning and the impacts that has had and also the impact that it will have in 2023. So I believe that is kind of providing the framework around the guiding that we are now giving to the market.

[Sigve Brekke, President and Group CEO]

And with that, Tone, I don't think there are any more callers. So thank you very much for listening in, and thanks for your questions.

[Tone Bachke, EVP and CFO]

Thank you.