Invitel Holdings A (IHO) 6-K Holdings A/S Investor Presentation

Invitel

Holdings A/S Investor Presentation

for the three and nine months ended September 30, 2009

Martin Lea, Chief Executive Officer

Rob Bowker, Chief Financial Officer

November

30, 2009

Exhibit 99.1

2

Safe Harbor Statement

This presentation of Invitel Holdings A/S (the “Company”) contains “forward-looking statements”, as that term is

defined in the Private Securities Litigation Reform Act of 1995. The Company claims the protection of the safe

harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These and

all forward-looking statements are only predictions or statements of current plans that are constantly under review

by the Company. Forward-looking statements by their nature address matters that are, to different degrees,

uncertain. These forward-looking statements are all based on currently available operating, financial, and

competitive information and are subject to various risks and uncertainties. Actual results could differ materially from

those expressed in our forward-looking statements for a variety of reasons, including: fluctuation in foreign

exchange rates and interest rates; changes in Hungarian and Central and Eastern European economic conditions

and consumer and business spending; the rate of growth of the Internet; the amount that the Company invests in

new business opportunities and the timing of those investments; the mix of services sold; competition; management

of growth and expansion; future integration of acquired businesses; the performance of our IT Systems;

technological changes; the Company’s significant indebtedness; and government regulation. Additional information

concerning factors that could cause actual results to differ materially from those in the forward-looking statements is

contained in the Company’s filings with the Securities and Exchange Commission, which are available on the

Company’s website, www.invitel.hu and on the SEC’s website, www.sec.gov. Accordingly, investors are cautioned

not to place undue reliance on forward-looking statements, which speak only as of the date on which they are

made. The Company does not undertake to update such statements to reflect the impact of circumstances or

events that arise after the date the statements are made. Investors should, however, consult any further disclosures

the Company may make in its reports filed with the SEC.

3

Martin Lea

Chief Executive Officer

4

Highlights for the period  ended September 30, 2009

•

The reporting currency changed from U.S. dollars to euro. Following the reorganization in February 2009,

Invitel Holdings, as a foreign registrant with the SEC, is permitted to report its results in euro. Reporting

results in euro is more relevant given that the primary markets are in Europe and our debt is primarily

euro denominated. 

•

The Hungarian forint depreciated against the EUR by 15% during the nine months ended September 30,

2009 compared to the average Hungarian forint/EUR exchange rates in the first nine months of 2008. 

•

Our pro-forma* consolidated revenue in EUR decreased by 17% for the nine months ended September

30, 2009 compared to the prior year. In HUF terms, our pro-forma* consolidated revenue decreased by

5% for the nine months ended September 30, 2009 compared to the prior year.

•

Our pro-forma* consolidated segment gross margin in EUR decreased by 13% for the nine months ended

September 30, 2009 compared to the prior year. In HUF terms, our pro-forma* consolidated segment

gross margin increased by 0.1% for the nine months ended September 30, 2009 compared to the prior

year.

•

Our pro-forma* gross margin percentage was 75% and 71%, respectively, for the nine months ended

September 30, 2009 and 2008. 

*  

Pro-forma financial information in this presentation assumes that Invitel Holdings A/S, Invitel, Tele2 Hungary and Memorex had been combined as of the beginning of the applicable

period. The unaudited pro-forma financial information has not been prepared in accordance with Article 11 of Regulation S-X.

5

Highlights for the period ended September 30, 2009

•

Our pro-forma* consolidated adjusted operating expenses in EUR decreased by 14% for the nine months

ended September 30, 2009 compared to the prior year. In HUF terms, our pro-forma* consolidated

adjusted operating expenses decreased by 1% for the nine months ended September 30, 2009

compared to the prior year.

•

Our pro-forma EBITDA** in EUR decreased by 6% to EUR 101.8 million for the nine months ended

September 30, 2009 compared to the prior year. In HUF terms, our pro-forma EBITDA** grew by 7% to

HUF 28.9 billion for the nine months ended September 30, 2009 compared to the prior year. 

•

Our pro-forma* EBITDA margin was 42% and 37%, respectively, for the nine months ended September

30, 2009 and  2008.

•

Our pro-forma* capital expenditure in HUF decreased by 42% for the nine months ended September 30,

2009 compared to the prior year. 

*  

Pro-forma financial information in this presentation assumes that Invitel Holdings A/S, Invitel, Tele2 Hungary and Memorex had been combined as of the beginning of the applicable

period. The unaudited pro-forma financial information has not been prepared in accordance with Article 11 of Regulation S-X.

** 

Pro-forma EBITDA is a non-GAAP financial measure. See the reconciliation on slides 9-12.

6

Macroeconomic background

Budget deficit was 5.5% of GDP in 2007 and in November 2009 it is 3.9% and is expected to be

around 3.8% of GDP by year end 2010.

The inflation was 4.7% in October 2007, the mid-term inflation target is 3%.

GDP growth rate was -7,2% in Q3 2009 (Yr/Yr) and is expected to be -6.7% for the full year.

The HUF broke the level of 300 HUF/EUR on February 3, 2009, and reached its historic low of

316.92 HUF/EUR on March 6, 2009. From that point it strengthened and currently trades at an

exchange rate of 272.29 HUF/EUR.

On October 22, 2008 the National Bank of Hungary (“NBH”) increased the base rate to 11.5% to

defend the Forint. Since November 2008 the NBH lowered the rate in more steps to 6.5% by the

end of November 2009. Analysts forecast the base rate to be cut by a further 100 basis-points

within twelve months.

The rate of unemployment in Hungary at the end of the third quarter of 2009 was 10.3% compared

to 7.8% at the end of 2008.

7

Performance of regional currencies against EUR

Last twelwe month

30 September, 2008 = 100%

95%

100%

105%

110%

115%

120%

125%

130%

135%

140%

145%

150%

CZK

HUF

PLN

8

Fixed, Mobile and Internet Penetration in Hungary

75%

73%

71%

71%

69%

66%

64%

63%

62%

75%

68%

49%

77%

83%

91%

99%

110%

122%

118%

113%

1%

2%

5%

10%

15%

25%

34%

40%

54%

0%

20%

40%

60%

80%

100%

120%

Fixed-line (per household)

Mobile (of population)

Broadband Internet (per household)

ADSL

Cable

Source: NHH

2002

2001

2003

2004

2005

2006

Western

Europe

2007

2008

2009Q3

44%

9

(*)   

Adjusted Operating Expenses do not include the non-recurring items presented below Adjusted EBITDA.

(**)   EBITDA and Adjusted EBITDA are non-GAAP financial measures. See the reconciliation from EBITDA to Net income on the next slide.

(***)  EBITDA Margin % and Adjusted EBITDA Margin % are EBITDA and Adjusted EBITDA as a percentage of revenue.

Pro

Forma Financial Statements

for the quarter ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

Revenue

21 902

24 103

(2 201)

(9%)

80 693

101 753

(21 060)

(21%)

Segment Cost of Sales

(5 377)

(6 849)

1 472

21%

(19 874)

(28 943)

9 069

31%

Segment Gross Margin

16 525

17 254

(729)

(4%)

60 819

72 810

(11 991)

(16%)

Gross Margin %

75%

72%

75%

72%

(6 289)

(6 436)

147

2%

(23 215)

(27 235)

4 020

15%

Adjusted EBITDA**

10 236

10 818

(582)

(5%)

37 604

45 575

(7 971)

(17%)

Adjusted EBITDA Margin %***

47%

45%

47%

45%

Cost of integration and restructuring

(10)

(144)

134

93%

(93)

(769)

676

88%

Due diligence expense

(72)

(182)

110

60%

(258)

(754)

496

66%

Vacation accrual

212

74

138

186%

723

279

444

159%

Turkey start up expense

(15)

(206)

191

93%

(59)

(849)

790

93%

Redomiciliation

(2)

-

(2)

n/a

(6)

-

(6)

n/a

Legal provision

35

63

(28)

(44%)

107

234

(127)

(54%)

SEC related cost and other one-off items

(82)

(535)

453

85%

(451)

(2 206)

1 755

80%

EBITDA**

10 302

9 888

414

4%

37 567

41 510

(3 943)

(9%)

EBITDA Margin %***

47%

41%

47%

41%

For the quarter        

ended September 30,

(in thousands of EUR)

Adjusted Operating expenses*              

(in millions of HUF)

For the quarter        

ended September 30,

The average HUF/EUR exchange rates were 236.11 HUF/EUR in Q3 2008 and 271.36 HUF/EUR in Q3 2009.

10

Pro

Forma Financial Statements

for the quarter ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

EBITDA*

10 302

9 888

414

4%

37 567

41 510

(3 943)

(9%)

EBITDA Margin %**

47%

41%

47%

41%

Depreciation and amortization

(5 231)

(5 377)

146

3%

(19 108)

(22 667)

3 559

16%

Financing expenses, net

(4 776)

(4 562)

(214)

(5%)

(17 867)

(19 393)

1 526

8%

Foreign exchange gains (losses), net

669

(1 961)

2 630

134%

1 932

(7 402)

9 334

126%

Gains (losses) on derivatives

(1 663)

1 148

(2 811)

(245%)

(6 043)

4 037

(10 080)

(250%)

Taxes on net income

783

(2 340)

3 123

133%

2 799

(9 509)

12 308

129%

Convertible Pref Stock Dividends

-

(4)

4

n/a

-

(18)

18

n/a

Minority interest

(1)

-

(1)

n/a

-

1

(1)

n/a

Net profit / (loss) for the period

83

(3 208)

3 291

103%

(720)

(13 441)

12 721

95%

Net profit / (loss) for the period in %

n/a

n/a

n/a

n/a

For the quarter        

ended September 30,

(in thousands of EUR)

(in millions of HUF)

For the quarter        

ended September 30,

The average HUF/EUR exchange rates were 236.11 HUF/EUR in Q3 2008 and 271.36 HUF/EUR in Q3 2009.

(*)   EBITDA is a non-GAAP financial measure. 

(**)  EBITDA Margin % is EBITDA as a percentage of revenue.

11

Pro

Forma Financial Statements

for the period ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

Revenue

68 895

72 158

(3 263)

(5%)

242 743

291 319

(48 576)

(17%)

Segment Cost of Sales

(17 272)

(20 580)

3 308

16%

(60 855)

(83 087)

22 232

27%

Segment Gross Margin

51 623

51 578

45

0%

181 888

208 232

(26 344)

(13%)

Gross Margin %

75%

71%

75%

71%

(19 845)

(20 059)

214

1%

(69 922)

(80 984)

11 062

14%

Adjusted EBITDA**

31 778

31 519

259

1%

111 966

127 248

(15 282)

(12%)

Adjusted EBITDA Margin %***

46%

44%

46%

44%

Cost of integration and restructuring

(899)

(2 179)

1 280

59%

(3 167)

(8 798)

5 631

64%

Due diligence expense

(132)

(397)

265

67%

(466)

(1 603)

1 137

71%

Vacation accrual

(85)

(131)

46

35%

(300)

(529)

229

43%

Turkey start up expense

(98)

(517)

419

81%

(344)

(2 088)

1 744

84%

Redomiciliation

(427)

-

(427)

n/a

(1 503)

-

(1 503)

n/a

Legal provision

(165)

(244)

79

32%

(583)

(984)

401

41%

SEC related cost and other one-off items

(1 079)

(1 085)

6

1%

(3 801)

(4 380)

579

13%

EBITDA**

28 893

26 966

1 927

7%

101 802

108 866

(7 064)

(6%)

EBITDA Margin %***

42%

37%

42%

37%

Adjusted Operating expenses*          

(in millions of HUF)

For the period       

ended September 30,

For the period       

ended September 30,

(in thousands of EUR)

The average HUF/EUR exchange rates were 247.69 HUF/EUR in YTD Q3 2008 and 283.82 HUF/EUR in YTD Q3 2009.

(*)     Adjusted Operating Expenses do not include the non-recurring items presented below Adjusted EBITDA.

(**)   EBITDA and Adjusted EBITDA are non-GAAP financial measures. See the reconciliation from EBITDA to Net income on the next slide.

(***)  EBITDA Margin % and Adjusted EBITDA Margin % are EBITDA and Adjusted EBITDA as a percentage of revenue.

12

Pro

Forma Financial Statements

for the period ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

EBITDA*

28 893

26 966

1 927

7%

101 802

108 866

(7 064)

(6%)

EBITDA Margin %**

42%

37%

42%

37%

Depreciation and amortization

(15 704)

(15 652)

(52)

(0%)

(55 334)

(63 191)

7 857

12%

Financing expenses, net

(18 250)

(14 875)

(3 375)

(23%)

(64 300)

(60 055)

(4 245)

(7%)

Foreign exchange gains (losses), net

(4 065)

3 332

(7 397)

(222%)

(14 321)

13 423

(27 744)

(207%)

Gains (losses) on derivatives

(4 021)

(5 091)

1 070

21%

(14 169)

(20 553)

6 384

31%

Taxes on net income

1 341

(3 056)

4 397

144%

4 725

(12 411)

17 136

138%

Convertible Pref Stock Dividends

-

(13)

13

n/a

-

(52)

52

n/a

Minority interest

1

-

1

n/a

5

(1)

6

n/a

Net profit / (loss) for the period

(11 805)

(8 389)

(3 416)

(41%)

(41 592)

(33 974)

(7 618)

(22%)

Net profit / (loss) for the period in %

n/a

n/a

n/a

n/a

(in millions of HUF)

For the period       

ended September 30,

For the period       

ended September 30,

(in thousands of EUR)

The average HUF/EUR exchange rates were 247.69 HUF/EUR in YTD Q3 2008 and 283.82 HUF/EUR in YTD Q3 2009.

(*)   EBITDA is a non-GAAP financial measure. 

(**)  EBITDA Margin % is EBITDA as a percentage of revenue.

13

All amounts were translated by using a HUF/EUR exchange rate of 270.

(*)   

Adjusted Operating Expenses do not include the non-recurring items presented below Adjusted EBITDA.

(**)   EBITDA and Adjusted EBITDA are non-GAAP financial measures.

(***)  EBITDA Margin % and Adjusted EBITDA Margin % are EBITDA and Adjusted EBITDA as a percentage of revenue.

Pro Forma Financial Statements convenience translation

for the period ended September 30, 2009

Change

Change

2009

2008

%

Revenue

255 166

267 252

(12 086)

(5%)

Segment Cost of Sales

(63 969)

(76 222)

12 253

16%

Segment Gross Margin

191 197

191 030

167

0%

Gross Margin %

75%

71%

(73 500)

(74 293)

793

1%

Adjusted EBITDA**

117 697

116 737

960

1%

Adjusted EBITDA Margin %***

46%

44%

Cost of integration and restructuring

(3 329)

(8 071)

4 742

59%

Due diligence expense

(490)

(1 470)

980

67%

Vacation accrual

(316)

(486)

170

35%

Turkey start up expense

(362)

(1 915)

1 553

81%

Redomiciliation

(1 580)

-

(1 580)

n/a

Legal provision

(613)

(903)

290

32%

SEC related cost and other one-off items

(3 996)

(4 019)

23

1%

EBITDA**

107 011

99 873

7 138

7%

EBITDA Margin %***

42%

37%

Adjusted Operating expenses*              

(in thousands of EUR)

For the period        

ended September 30,

14

•

Mass Market Voice:

the decrease in Mass Market Voice gross margin is firstly a result of a decline in ”in historical concession

area”

gross

margin

(13%

or

HUF

1,617

million

Yr/Yr)

due

to

7%

net

line

churn

and

to

customer

migration

to

lower

cost

packages.

Secondly

it

is

due

to

a

higher

rate

of

decline

in

”out

of

concession

area”

gross

margin

(26%

or

HUF

1,099

million

Yr/Yr) due to 27%

reduction in CS/CPS customers driven in part by reduced strategic focus on low value/margin out of

concession CS/CPS voice customers.

•

Mass Market Internet:

the Mass Market Internet business has been affected by a slow down in the overall fixed broadband

market in Hungary. Invitel

continues to grow its customer base (9% increase in historical concession areas and 8% increase

outside historical concession areas Yr/Yr), however, this is offset by a similar percentage decrease in ARPU.

•

Business:

the decline in Business gross margin is almost entirely due to the price erosion on the successful renewal of

contracts with a very large customer from January 1, 2009. Excluding this, the Business segment is flat Yr/Yr in spite of the

negative recessionary effect.

•

Wholesale:

the growth in the Wholesale segment is the result of the continued increasing demand for capacity across the

region. The HUF/EUR exchange rate difference accounts for approximately HUF 1.9 billion of the Wholesale gross margin

difference Yr/Yr.

Pro Forma Segment Gross Margin

for the period ended September 30, 2009

(in millions of HUF)

Change

Change

2009

2008

%

Mass Market Voice

13 745

16 461

(2 716)

(16%)

Mass Market Internet

5 681

5 823

(142)

(2%)

Business

13 555

14 519

(964)

(7%)

Wholesale Voice

1 030

818

212

26%

Wholesale Data

17 612

13 957

3 655

26%

Total Segment Gross Margin

51 623

51 578

45

0%

For the period      

ended September 30,

15

Mass Market Internet

Mass Market Voice IN

Mass Market Voice OUT

MM remains a “cash cow”

with moderate decline

•

Internet growth affected by recession but exhibits mid

term growth potential due to low Hungarian

penetration levels

•

Voice IN: Impacted by recession but remains robust

•

Voice OUT: In line with previously stated strategy of

optimising cash

flow by focusing on higher value

customers

•

Internet: sales increase of bundles and IPTV to

compete with cable

0.65

0.63

0.62

0.64

0.62

0.65

81%

83%

84%

79%

80%

84%

0.00

0.50

1.00

1.50

2.00

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

60%

65%

70%

75%

80%

85%

90%

Gross Margin (HUF bn)

% of Revenues

1.29

1.24

1.19

1.12

1.37

1.47

92%

92%

91%

91%

92%

91%

0.00

1.00

2.00

3.00

4.00

5.00

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

70%

75%

80%

85%

90%

95%

100%

Gross Margin (HUF bn)

% of Revenues

0.44

0.36

0.38

0.29

0.51

0.47

55%

59%

60%

62%

66%

62%

0.00

0.50

1.00

1.50

2.00

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

40%

45%

50%

55%

60%

65%

70%

Gross Margin (HUF bn)

% of Revenues

Mass market monthly gross margin

16

Wholesale

B2B Internet & Data

B2B Voice

Wholesale

•

Data: GM growth driven by continuing strong

growth in demand for capacity across the region

B2B

•

Data: Strong growth prospects through share

increase

•

Market share 24% and T-com as sole competitor

•

Service portfolio enhanced to include hosting

services

1.95

1.98

2.20

1.86

1.63

1.64

58%

59%

62%

64%

67%

66%

1.00

2.00

3.00

4.00

5.00

6.00

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

50%

55%

60%

65%

70%

75%

Gross Margin (HUF bn)

% of Revenues

0.68

0.64

0.54

0.57

0.69

0.64

72%

71%

73%

75%

74%

74%

0.50

0.75

1.00

1.25

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

50%

55%

60%

65%

70%

75%

80%

Gross Margin (HUF bn)

% of Revenues

0.97

0.89

0.88

0.99

0.92

0.92

79%

81%

81%

78%

79%

82%

0.50

0.75

1.00

1.25

1.50

1.75

2.00

Jan-08

May-08

Sep-08

Jan-09

May-09

Sep-09

60%

70%

80%

90%

Gross Margin (HUF bn)

% of Revenues

B2B and wholesale monthly gross margin

17

Pro

Forma Capital Expenditure

for the period ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

Retail variable CAPEX

956

1 173

(217)

(18%)

3 385

3 725

(340)

(9%)

WS variable CAPEX

367

597

(230)

(39%)

1 393

1 306

87

7%

Sales comission

227

421

(194)

(46%)

847

1 371

(524)

(38%)

Variable Capex

1 550

2 191

(641)

(29%)

5 625

6 402

(777)

(12%)

Fixed Telco Capex

297

954

(657)

(69%)

988

1 863

(875)

(47%)

Telco Capex

1 847

3 145

(1 298)

(41%)

6 613

8 265

(1 652)

(20%)

IT Capex

98

264

(166)

(63%)

697

1 127

(430)

(38%)

Miscapex

4

26

(22)

(85%)

28

177

(149)

(84%)

Capitalised OPEX

286

291

(5)

(2%)

888

803

85

11%

TOTAL CAPEX without ex - Memorex

2 235

3 726

(1 491)

(40%)

8 226

10 372

(2 146)

(21%)

ex - Memorex CAPEX

554

1 332

(778)

(58%)

1 237

6 031

(4 794)

(79%)

TOTAL CAPEX with ex - Memorex

2 789

5 058

(2 269)

(45%)

9 463

16 403

(6 940)

(42%)

(in millions of HUF)

30 September

(in millions of HUF)

For the quarter ended               

For the period ended                

30 September

18

Pro Forma Capital Expenditure convenience translation

for the period ended September 30, 2009

Change

Change

Change

Change

2009

2008

%

2009

2008

%

Retail variable CAPEX

3 541

4 345

(804)

(19%)

12 537

13 796

(1 259)

(9%)

WS variable CAPEX

1 357

2 210

(853)

(39%)

5 159

4 838

321

7%

Sales comission

841

1 558

(717)

(46%)

3 137

5 076

(1 939)

(38%)

Variable Capex

5 739

8 113

(2 374)

(29%)

20 833

23 710

(2 877)

(12%)

Fixed Telco Capex

1 099

3 533

(2 434)

(69%)

3 659

6 902

(3 243)

(47%)

Telco Capex

6 838

11 646

(4 808)

(41%)

24 492

30 612

(6 120)

(20%)

IT Capex

362

978

(616)

(63%)

2 580

4 173

(1 593)

(38%)

Miscapex

16

96

(80)

(83%)

103

655

(552)

(84%)

Capitalised OPEX

1 059

1 078

(19)

(2%)

3 290

2 973

317

11%

TOTAL CAPEX without ex - Memorex

8 275

13 798

(5 523)

(40%)

30 465

38 413

(7 948)

(21%)

ex - Memorex CAPEX

2 054

4 935

(2 881)

(58%)

4 583

22 338

(17 755)

(79%)

TOTAL CAPEX with ex - Memorex

10 329

18 733

(8 404)

(45%)

35 048

60 751

(25 703)

(42%)

(in thousands of EUR)

30 September

(in thousands of EUR)

For the quarter ended                  

For the period ended                  

30 September

All amounts were translated by using a HUF/EUR exchange rate of 270.

19

Rob Bowker

Chief Financial Officer

20

Acquisition

of

majority

stake

in

Invitel

by

MEP

•

On September 30, 2009, MEP announced the purchase of a 64.6% stake in Invitel

•

Acquisition

has

now

closed

and

comprised

the

transactions

listed

below:

•

Purchase

by

MEP

of

65%

of

Invitel

from

TDC

for

EUR

7

million

•

Purchase by MEP of EUR 34 million of TDC shareholder loan

•

Additional

MEP

shareholder

loan

of

EUR

91

million

to

fund

Invitel

debt

purchases

•

Purchase by MEP of EUR 150 million PIK notes (87% of entire issue) at a discount of 45% to face value

•

Purchase

by

Invitel

of

EUR

74

million

of

FRN

(37%

of

entire

issue)

at

a

discount

of

16%

to

face

value

•

Purchase by Invitel

of EUR 11 million of HY notes (8% of entire issue) at a discount of 7% to face value

•

Repayment by Invitel

of EUR 11 million of Subordinated Senior Loan

•

Total investment by MEP of EUR 235 million

•

On

27th

November,

2009

Mid

Europa

also

completed

the

purchase

of

Icelandic

investor

Straumur’s

stake

in

Invitel; increased Mid Europa’s

total ownership to 74.4%

Summary of recent transaction

21

New ownership structure

2009 Sept Revenues: €83m

2009 Sept Gross margin: €68m

Gross margin %: 82%

2009 Sept Revenues: €62m

2009 Sept Gross margin: €48m

Gross margin %: 77%

2009 Sept Revenues: €98m

2009 Sept Gross margin:€66m

Gross margin %: 67%

MEP

(Mid

Europa

Partners)

74%

Public Float

(NYSE Listed)

20%

Management

and Directors

6%

Invitel

Holdings A/S

(Denmark)

Residential

B2B

Wholesale

Business Segments:

22

Transactions

were

funded

through

(i)

direct

purchase

of

debt

and

equity

by

MEP

and

(ii)

purchase

of debt by Invitel

through a shareholder loan provided by MEP

Transaction funded by Mid Europa:

•

Equity purchase

•

Purchase of TDC shareholder loan

•

Purchase of PIK notes

•

Shareholder loan to Invitel

•

Fees and expenses related to the above

Transaction funded by Invitel:

•

Purchase of cash pay notes

•

2013 FRN

•

2012 fixed rate notes

•

Partial repayment of subordinated loan

•

Fees and expenses related to the above

Summary of recent transaction -

sources and uses

Mid Europa

Invitel

(In €m)

(In €m)

Sources

Uses

Sources

Uses

Equity Purchase

7

MEP SHL loan to Invitel

91

Debt Purchase

83

Direct Debt Purchase by MEP

120

Cash on balance sheet

2

Senior 2013 FRNs

62

TDC Funding Loan

34

Subordinated Senior Loan

11

PIK Notes

86

Senior 2012 Fixed Rate Notes

10

MEP SHL loan to Invitel

91

Loan from MEP to cover fees

8

Fees payable by MEP

16

Fees payable by Invitel

2

Transaction fee

7

Total Sources

235

Total Uses

235

Total Sources

94

Total Uses

94

MEP investment

235

23

As part of the acquisition, Invitel

obtained a waiver to roll over virtually all of the outstanding

senior loans and also an amendment of certain financial covenants

•

The senior debt roll-over:

•

100% of the EUR 140 million outstanding senior term loans

•

EUR

10

million

revolving

credit

facility

and

EUR

5

million

capex

facility

•

2/3 of the EUR 32 million outstanding subordinated loan

•

Stable

bank

group

with

main

lenders

being

BNP,

Calyon,

Unicredit,

MKB,

Natixis

and

CS

(EUR

13

million)

•

Covenant amendment:

•

Senior leverage

–

increase of covenant ratio by 0.1x for each quarter up to and including

September 2010 and by 0.05x for each subsequent quarterly period

•

Interest cover

–

reduction of ratio by 0.4x, 0.2x and 0.15x for Q2, Q3 and Q4 2010, respectively

•

Fixed charge cover

–

change of cash flow definition to include cash on balance sheet

Senior facility waiver and amendment

24

Invitel

Technocom

Kft.

(Hungary)

(1) Of which €150m held by Mid Europa.

Invitel

Holdings

A/S

(Denmark)

HTCC

HoldCo

I

B.V. (The

Netherlands))

Matel

Holdings

N.V. (Netherlands

Antilles)

100%

€140m Amended

Senior Facility

External

debt

Mid Europa

investment

Magyar Telecom

B.V. (The

Netherlands)

Invitel

Zrt.

(Hungary)

Operating subsidiaries

€129m Mid Europa

SHL

Loan

€19m Other debt

€173m PIK

Notes

(1)

Net cash pay debt:

2.6x

Net cash pay debt:

2.6x

Net secured debt:

1.0x

Net secured debt:

1.0x

100%

100%

100%

100%

100%

€257m cash pay

notes

€21m

Subordinated

Loan

Capitalization of Invitel pro forma for the acquisition

Current debt structure

25

Pro-Forma Financial Information

(1)

Third party debt (including non cash-pay

debt) includes short and long term debt

and

the

2006

PIK

Notes,

but

excludes

liabilities

relating to derivative financial instruments

and capital leases.

(2)

Cash pay third party debt equals third party

debt excluding the 2006 PIK Notes.

(3)

Annualized

Pro

Forma

Adjusted

EBITDA

is

calculated by multiplying Pro

Forma Adjusted

EBITDA

for

the

period

ended

September

30,

2009

by

4/3.

See

slides

9-12 for

a

reconciliation of Pro

Forma Adjusted EBITDA

to Pro

Forma Net Income.

(4)

Cash interest expense is interest expense on

the Senior Credit Facilities, the 2004 Notes,

the 2007 Notes, the Bridge Loan and the

Memorex loans.

(5)

Net third party debt equals third party debt

less cash and cash equivalents.

(6)

Cash pay net third party debt equals cash-

pay third party debt less cash and cash

equivalents.

Pro

Forma Financial Information

for the period ended September 30, 2009

Annualized adjusted EBITDA and cash interest expense was calculated by using an

exchange rate of 283.82

HUF / EUR.

(1)

The

pro

forma

financial

information

gives

effect

to

the

bond

buy

back

transactions.

(in thousands of EUR)

Q3 2009

Balance Sheet Data (at period end):

Cash and cash equivalents

21 891

Third party debt (1)

459 600

Cash pay third party debt (2)

436 620

Other Pro-forma Financial Data:

Annualized Adjusted EBITDA (3)

149 288

Cash interest expense (4)

35 791

Net third party debt (5)

437 709

Cash pay net third party debt (6)

414 729

Ratio of Adjusted EBITDA to cash interest expense

4.2x

Ratio of net third party debt to Adjusted EBITDA

2.9x

Ratio of cash pay net third party debt to Adjusted EBITDA

2.8x

(1)

26

Hedge Summary

in thEUR

Principal

Interest

(1)

Total

Total

(2)

% debt service

Calculated

hedged

(3)

swap points

(4)

11/01/2009

2 955

2 955

2 350

79,5%

1,63

12/31/2009

8 763

2 242

11 005

23 125

182,5%

4,42

02/01/2010

1 958

1 958

2 350

174,8%

5,84

02/15/2010

7 059

7 059

7 633

154,3%

6,47

03/31/2010

8 763

1 987

10 750

10 296

135,7%

8,43

05/01/2010

1 834

1 834

2 665

136,2%

9,73

06/30/2010

9 794

1 858

11 652

9 279

122,2%

12,27

08/01/2010

1 879

1 879

2 600

122,8%

13,57

08/15/2010

7 059

7 059

7 633

121,0%

14,13

09/30/2010

10 309

1 714

12 023

12 261

117,6%

15,95

11/01/2010

1 852

1 852

1 500

116,7%

17,26

12/31/2010

10 309

1 562

11 872

11 560

113,9%

19,72

02/01/2011

1 796

1 796

1 500

113,2%

21,03

02/15/2011

7 059

7 059

7 633

112,8%

21,60

03/31/2011

10 825

1 411

12 235

13 533

112,6%

23,40

05/01/2011

1 697

1 697

1 500

112,2%

24,67

06/30/2011

10 825

1 251

12 076

12 075

110,9%

27,13

08/01/2011

1 712

1 712

109,3%

28,44

08/15/2011

7 059

7 059

103,2%

29,01

09/30/2011

11 340

1 092

12 432

93,9%

30,90

Total

80 926

57 035

137 961

129 491

(1)

Based on effective interest rate as a result of hedging

(2)

Average FX rate of hedges: 293,38 EUR/HUF

(3)

Cumulative percentage

(4)

As of 30 Sep, 2009

(5)

As of 30 Sep, 2009 the EUR Cash position is €

14,7 million, therefore the cummulative

hedge position is 104,5%

Hedges

Debt service

27

Cash Flow Statement

for the period ended September 30, 2009

(in thousands of EUR)

2009

2008

2009

2008

Net cash provided by operating activities exluding interest paid

39 495

20 815

92 379

93 156

Acquisition of tangible and intangible assets, net

(11 401)

(18 335)

(47 552)

(51 840)

Acquisition of subsidiaries, net of cash acquired

-

10 986

-

(21 494)

Net cash used in investing activities

(11 401)

(7 349)

(47 552)

(73 334)

Cash flow available for debt service

28 094

13 466

44 827

19 822

Repayments of long-term debt

(8 274)

(6 448)

(198 642)

(65 289)

Proceeds from new long-term borrowings

-

-

182 000

110 000

Proceeds from parent company borrowings

-

-

34 135

-

Interest paid

(13 781)

(1 539)

(36 578)

(38 250)

Refinancing costs paid

419

(115)

(13 140)

(5 027)

Settlement of derivative financial instruments

(982)

(6 834)

(15 166)

(15 259)

Principal payments under capital lease obligations

(1 349)

(1 345)

(4 143)

(3 123)

Net cash used in financing activities

(23 967)

(16 281)

(51 534)

(16 948)

Cash flow after debt service

4 127

(2 815)

(6 707)

2 874

Cash and cash equivalents at beginning of period

17 764

19 926

28 598

14 237

Cash and cash equivalents at end of period

21 891

17 111

21 891

17 111

Net increase in cash and cash equivalents

4 127

(2 815)

(6 707)

2 874

For the period

ended September 30,

For the quarter

ended September 30,

28

220

230

240

250

260

270

280

290

300

310

320

03/09/2008

03/11/2008

03/01/2009

03/03/2009

03/05/2009

03/07/2009

03/09/2009

03/11/2009

The Hungarian Forint peak of 316 in March 2009 is an aberration and the long term average is expected to

be around 250. It is unlikely for the Hungarian Forint to rally from current levels, as the central bank is

expected to continue to use periods of appreciation as an opportunity to cut interest rates.

The central bank cut rates (    ) by 200 bps to

9.5% in four steps, reversing part of a 300 bps

emergency rate rise in October which helped

to stabilise the falling forint

Tightening access for Hungarian banks to

funding abroad following Lehman

collapse

Real GDP data

showed sharp fall

in external and

domestic demand

S&P and

Moody’s rating

downgrade

€

1bn Eurobond issue; Originally

planned €500m, increased due to

substantial oversubscription

Gordon Bajnai, appointed as prime minister in

April, restoring confidence in foreign investors

Larger-than-expected rate cut signals MC’s

confidence in HUF

Stronger demand for HUF bonds and increased

foreign ownership of HUF debt

Recent pick-up

due to inventory

depletion and fall

in domestic

demand

Interest rate cut by Hungarian Central Bank

Historical

average (Jan

2005 –

YTD)

€/HUF of 259

Foreign exchange

29

Appendix

Non-GAAP Financial Measures

Invitel Holdings A/S has included certain non-GAAP financial measures, including Pro-forma Adjusted EBITDA (for

Invitel Holdings A/S, Invitel, Invitel Telecom and Invitel International, together the ”Company”), in this presentation.

Reconciliations of the differences between Adjusted EBITDA for the Company and the most directly comparable

financial measure calculated and presented in accordance with GAAP is included in this presentation on a pro-forma

basis. The non-GAAP financial measures presented are by definition not a measure of financial performance or

financial condition under generally accepted accounting principles and are not alternatives to operating income or net

income/loss reflected in the statement of operations and are not necessarily indicative of cash available to fund all cash

flow needs. These non-GAAP financial measures used by Invitel Holdings A/S may not be comparable to similarly titled

measures of other companies. Management uses these non-GAAP financial measures for various purposes including:

measuring and evaluating the Company’s financial and operational performance and its financial condition; making

compensation decisions; planning and budgeting decisions; and financial planning purposes. Invitel Holdings A/S

believes that presentation of these non-GAAP financial measures is useful to investors because it (i) reflects

management’s view of core operations and cash flow generation and financial condition upon which management

bases financial, operational, compensation and planning decisions and (ii) presents a measurement that equity and

debt investors and lending banks have indicated to management is important in assessing Invitel Holdings A/S's

financial performance and financial condition. While Invitel Holdings A/S utilizes these non-GAAP financial measures in

managing its business and believes that they are useful to management and to investors for the reasons described

above, these non-GAAP financial measures have certain shortcomings. In particular, these EBITDA measurements do

not take into account changes in working capital and financial statement items below income from operations, and the

resultant effect of these items on Invitel Holdings A/S's cash flow. Management compensates for the shortcomings of

these measures by utilizing them in conjunction with their comparable GAAP financial measures. The information in this

presentation should be read in conjunction with the financial statements and footnotes contained in Invitel Holdings

A/S's documents filed with the U.S. Securities and Exchange Commission.