Netomnia, nexfibre and the question beyond clearance. 3rd March 2026 by David Hilliard There are two legitimate ways to view the proposed acquisition of Substantial Group by nexfibre. One is strategic and financial. The UK fibre build cycle has been capital-intensive. Consolidation in infrastructure markets is not unusual once heavy expansion phases mature. Scale can improve capital resilience, funding flexibility and long-term sustainability. In that sense, the transaction fits a recognisable pattern seen in infrastructure markets once initial build momentum begins to slow. The other lens is competitive. Simon Holden's concern about footprint overlap goes directly to market structure. If a substantial proportion of Netomnia's network overlaps Virgin Media O2's footprint, consolidation reduces the number of independent infrastructure options in those areas. That is not rhetoric; it is arithmetic. The relevant question is whether that structural change alters competitive behaviour in practice. It is worth acknowledging plainly what the alternative networks have achieved. CityFibre and Netomnia have built meaningful platforms in a relatively short period of time. That is not trivial. Simon and Greg Mesch, CityFibre's founder, were central to catalysing the modern fibre build cycle in the UK. Under Callum Dick's chairmanship and Jeremy Chelot's leadership, Netomnia moved at remarkable pace. The altnets did not grow by accident. They grew because customers saw a better offer. That pressure changed the market. Pricing sharpened. Speeds improved. Service standards rose. Incumbents accelerated investment. Consumers benefited. From CityFibre's perspective, the concern is therefore straightforward: if independent infrastructure platforms are absorbed into incumbent-backed vehicles, will the intensity of that competitive pressure soften over time, particularly in areas of heavy overlap? That is precisely the type of issue the Competition and Markets Authority (CMA) exists to examine. Virgin Media O2 and nexfibre will not have approached this lightly. Transactions of this scale are preceded by detailed competition analysis and careful regulatory assessment. The overlap will have been examined closely and advisers will have tested possible theories of harm. The CMA will nonetheless form its own independent view. Opinions in the market - including mine - are not determinative. The decision will rest on that magic word - evidence. Even if clearance is granted, however, the more demanding question begins afterwards. Approval addresses structure. Competition is experienced through behaviour. What ultimately shapes outcomes is how pricing evolves in overlapping areas, how wholesale access operates in daily commercial practice, how migration sequencing is managed and whether service standards remain under genuine pressure. Integration plans will be thorough. The synergy case will be modelled carefully. Governance arrangements will be clearly articulated. That is expected. The more challenging phase begins when those plans meet live operating conditions. Competitive intensity does not reside on a coverage map. It resides in day-to-day commercial decisions once integration begins. It is shaped by pricing discipline, by how actively churn is defended, by how neutral wholesale access feels to retail partners, and by how rationalisation is sequenced without eroding customer experience. Structure defines the framework. Behaviour determines how competitive the market feels. The durability of the pressure that the altnets introduced will be shaped less by transaction headlines - and more by how the combined platform conducts itself in practice. That is not a judgement about this transaction. It is simply how infrastructure markets evolve. Consolidation may strengthen scale. Whether consumers continue to experience the benefits of competition will depend on what happens next.

Liberty Global to buy UK's Netomnia and Dutch Ziggo. Liberty Global, Telefónica and InfraVia intend to buy UK altnet Netomnia via their nexfibre JV, raising concerns about network overlap and competition, while Liberty is also buying Vodafone's 50% stake in Dutch VodafoneZiggo. Anne Morris, Contributing Editor, Light Reading February 18, 2026 (Source: Kristoffer Tripplaar/Alamy Stock Photo) It's turned into super Wednesday for US-based Liberty Global, which has not only revealed its results for the 2025 financial year but also announced acquisitions in the Netherlands and the UK that have significant implications for the two respective fiber and broadband markets. In the UK, Liberty Global and infra investment partners Telefónica and InfraVia have agreed to buy Substantial Group, which owns second-largest altnet Netomnia, via their existing joint venture nexfibre. Substantial Group is currently owned by investors Advencap, DigitalBridge and Soho Square Capital. The proposed £2 billion (US$2.7 billion) acquisition, expected to close by the third quarter of 2026, also confirms previous speculation that linked Liberty's Virgin Media O2 (VMO2) to a Netomnia buy as part of a wider market consolidation trend. Netomnia's retail brand YouFibre is to be retained and will be sold to VMO2. The move also gives new impetus to VMO2's ambition to act as an alternative to BT Openreach, bringing together Netomnia with nexfibre and its own fiber footprint. Previous plans to spin off and sell a netco were put on hold and eventually scrapped after a sudden management shake up at Telefónica. In September, VMO2 ended up launching a new in-house fixed wholesale unit providing access to its fiber footprint. According to the release, the new combination "will create a scaled, financially secure challenger to BT Openreach, with a full fiber footprint of around 8 million premises by the end of 2027. When combined with the growing fiber footprint of Virgin Media O2, co-owned by Liberty Global and Telefónica, the two networks will collectively reach 20 million premises and give Internet service providers a highly attractive wholesale alternative to the incumbent." Over in the Netherlands, Liberty Global has agreed to buy Vodafone's 50% stake in joint venture VodafoneZiggo, a move that looks set to end the market collaboration between the two groups, although Liberty Global CEO Mike Fries was keen to stress that the partnership with Vodafone has been both "very successful" and "rewarding." The acquisition is expected to close in the second half of 2026. Liberty intends to create a new Ziggo Group that will hold its interests in both VodafoneZiggo and Telenet in Belgium. Vodafone will in turn receive €1 billion ($1.18 billion) in cash and a 10% stake in Ziggo Group. The intention is then to list Ziggo and spin off Liberty's 90% interest in 2027. Vodafone said it has the option to sell its 10% shareholding in Ziggo Group to a third party should a spin-off not occur within 18 months after completion. During Liberty Global's earnings call, Fries said the two transactions "significantly advance our plan to deliver value to shareholders" and also reflect the group's confidence in the Benelux and UK markets, as well as telecom in general. "We think the telecom sector broadly, and equity values in Europe more specifically, are poised for continued appreciation in the eyes of investors. Tailwinds from consolidation, stable cash flows and what appears to be a rotation into stocks that will be net beneficiaries of AI, as opposed to roadkill, are drivers here," he said. Starting gun fired on UK consolidation. As the wider market digests the two deals, the somewhat complex UK transaction has already provoked criticism from Simon Holden, the CEO of altnet CityFibre, which had also been seen as a potential buyer of Netomnia. "There is an 80% overlap between these two players and, if the deal goes ahead, it would significantly reduce competition and the choice available to consumers, as well as force hundreds of thousands of Netomnia customers back to VMO2. Given the scale of this overlap, the [Competition and Markets Authority/CMA] must thoroughly examine the deal," Holden said. He added: "Competition has driven lower prices, faster speeds and better services and this deal risks re-establishing an ineffective duopoly of BT and VMO2 and undermining the significant progress the UK has made." Kester Mann, analyst at CCS Insight, also warned there is a significant network overlap "that raises questions over the hefty £2 billion price tag agreed" and said the merger "could prompt some competition concerns as the gap widens between" Openreach and VMO2. At the same time, Mann noted that the deal "fires the starting gun on an expected major shake-up of the UK broadband market as industry sentiment shifts from build to buy." "Following several much smaller deals, the nexfibre-Netomnia tie-up is the first meaningful step toward much-needed consolidation of the UK fiber sector. Further mergers and acquisitions are bound to follow as the struggling and indebted 'altnet' sector comes to terms with rising costs, heavy competition, and slower-than-expected take-up," Mann said. Further elements of the UK transaction: * nexfibre is acquiring Substantial Group with currently around 3 million premises (Netomnia) and a customer base of about 450,000 (expected to rise to over 3.4 million premises and more than 500,000 customers by closing) for an enterprise value of £2 billion. * nexfibre will sell Substantial Group's retail business, including the YouFibre and Brsk brands, to VMO2 for £150 million ($203 million). * nexfibre is to finance the fiber upgrade of the 2.1 million VMO2 hybrid fiber-coaxial (HFC) homes (said to be adjacent to the Netomnia footprint) with VMO2 paying wholesale fiber access fees on its customers in those homes as the fiber becomes available (with the majority expected to be ready by the end of 2027). * VMO2 is to pay wholesale fiber access fees for its customers within the 2.5 million VMO2 homes that overlap the Netomnia fiber footprint, to begin at closing. * In exchange for the wholesale traffic commitment on the 4.6 million premises, VMO2 is to receive about £1.1 billion ($1.5 billion) in cash and an indirect 15% stake in nexfibre. It noted that the vast majority of the proceeds will be available for deleveraging and the £150 million to finance the purchase of Substantial Group's 500,000 customer base. * VMO2 is to provide a full suite of managed services to nexfibre - including construction - in return for ongoing management and construction fees. Contributing Editor, Light Reading Anne Morris is a freelance journalist, editor and translator. She has been working in the telecommunications sector since 1996, when she joined the London-based team of Communications Week International as copy editor. Over the years she held the editor position at Total Telecom Online and Total Tele-com Magazine, eventually leaving to go freelance in 2010. Now living in France, she writes for a number of titles and also provides research work for analyst companies. Join 62,000+ members. Yes it's completely free.