By Leila Abboud
PARIS (Reuters) - French cable operator Numericable plans to sell its shares for between 20.30 euros and 24.80 euros per share in a listing set for November, valuing the private-equity-owned company at up to 5.57 billion euros (4.7 billion pounds) including debt.
The IPO is seen as a first step in a shake-up of France's telecoms sector, which has been stuck in a mobile price war for nearly two years, and aims to surf a wave of investor interest in European cable companies.
Numericable, which offers packages of pay-TV, Internet and fixed-line calls, has made a pitch to investors centred on its growth prospects of 2 to 5 percent a year to 2016 and potential as a takeover target for telecom operators Vivendi's SFR (PAR:VIV) or Bouygues (PAR:EN).
The company said the initial public offering (IPO) would include 250 million euros in new shares and 402 million euros in existing shares sold by owners Carlyle and Cinven. There is an overallotment option for additional existing shares representing up to 15 percent of the offering.
The total equity stake being offered represents 25 percent of Numericable, including an employee share offering worth 2 million euros, the company's chief executive said.
The IPO will include a public offering in France, principally aimed at retail investors, and an international offering mainly to institutional investors that includes a private placement in France.
"We are in a growth phase and in an extremely favourable position as high-speed broadband takes off in France," Chief Executive Eric Denoyer told a news conference. "Our network is ahead of others in terms of speeds."
The final valuation of France's sole cable operator will depend largely on how much credit investors give the group regarding a takeover, which analysts say could generate 2-3 billion euros in cost savings depending on the buyer.
Using Numericable's 2012 EBITDA of 590.8 million, the post-IPO valuation ratio of enterprise value to EBITDA would be between 8.6 to 9.4. Cable sector peers are trading at an average of 9.5 times 2013 EBITDA, according to Espirito Santo.
That compares with a ratio of 10.4 for the STOXX 600 Europe telecoms index (.SXKP), a ratio of 5.27 for Deutsche Telekom (GER:DTE) and 10.14 for Vodafone (LSE:VOD).
Numericable's debt is 2.75 billion euros.
Pricing is expected to take place on November 7 and trading in Paris is expected to start on November 8, Numericable said.
Investor demand is likely to be high because cable assets in Europe have long been in favour and are scarce after takeovers, including Vodafone's (LSE:VOD) purchase of Kabel Deutschland (GER:KD8) and Liberty Global's (LBTYA.O) move for Britain's Virgin Media.
Liberty, which is Europe's largest cable group and backed by U.S. billionaire John Malone, also owns 58 percent of Telenet (BRU:TNET) in Belgium and 28.5 percent of Ziggo (ZIGGO.AS) in the Netherlands.
But Numericable is a lesser quality asset than some peers because it was hamstrung by high debts and invested less in upgrading its network in recent years, said investors who declined to be named because they want to take part in the listing.
It has upgraded roughly 60 percent of its network, which covers one third of French households, to be capable of delivering high-speed broadband of up to 30 megabits per second. In contrast, Ziggo and Telenet have completed these upgrades, while Kabel Deutschland has done so on roughly 95 percent of its footprint.
The Numericable listing is being carried out to allow the private-equity owners of Numericable, Cinven and Carlyle, an exit after they backed the group in 2005 and 2008 respectively. After the listing, Cinven will own about 15 percent and Carlyle 25 percent, depending on the size of the IPO.
Their fellow owner is Altice, an investment fund controlled by entrepreneur Patrick Drahi. Altice will become the largest shareholder in Numericable after it buys shares worth an additional 6 percent from Cinven and Carlyle.
Drahi plans to increase its stake to 37.5 percent shortly after the IPO to get control of Numericable, a source familiar with the matter said.
A capital increase of 200-250 million euros will also be undertaken, with proceeds going to reduce debt and fund a network investment programme.
Deutsche Bank and JP Morgan are running the sale, and Credit Agricole, HSBC, and Morgan Stanley are joint bookrunners.
Numericable said revenue in the first nine months of the year grew by 1 percent to 968.9 million euros, while earnings before interest, tax, interest, and depreciation (EBITDA) grew by 1.1 percent to 436.3 million.
It had an operating margin of 46.8 percent and average revenue per user of 42.2 euros a month.
(Reporting by Leila Abboud; writing by Lionel Laurent; editing by Natalie Huet)