Global Ports Holding PLC (GPH)
Preliminary results for the twelve months ended 31 March 2024
11-Jul-2024 / 07:00 GMT/BST
Global Ports
Holding Plc
Preliminary results
for the twelve months ended 31 March 2024
Global Ports Holding Plc (“GPH” or
“Group”), the world’s largest independent cruise port operator,
today announces its unaudited results for the 12 month period from
1 April 2023 to 31 March 2024 (the “Reporting Period”).
Key Financials & KPIs1
|
12 months
ended
|
12 months
ended
|
YoY
change
|
3
months ended
|
3
months ended
|
31-Mar-24
|
31-Mar-23
|
(%)
|
31-Mar-24
|
31-Mar-23
|
|
|
|
|
|
|
Passengers
(m)2
|
13.4
|
9.2
|
46%
|
3.24
|
2.43
|
Total Revenue
($m)
|
193.6
|
213.6
|
-9%
|
42.4
|
39.7
|
Adjusted
Revenue ($m)3
|
172.7
|
117.2
|
47%
|
36.9
|
25.0
|
Segmental
EBITDA ($m)4
|
115.4
|
80.0
|
44%
|
22.5
|
16.1
|
Adjusted
EBITDA ($m)5
|
106.9
|
72.7
|
47%
|
19.3
|
13.5
|
Segmental
EBITDA Margin (%)
|
66.8%
|
68.3%
|
|
60.9%
|
64.5%
|
Adjusted
EBITDA Margin (%)
|
61.9%
|
62.0%
|
|
52.2%
|
54.2%
|
Operating Profit
($m)
|
66.2
|
28.2
|
135%
|
|
|
Profit/(Loss)
before tax ($m)
|
14.3
|
(9.5)
|
n/a
|
|
|
Profit/(Loss)
after tax ($m)
|
10.3
|
(10.5)
|
n/a
|
|
|
Underlying
profit($m)
6
|
40.7
|
13.5
|
202%
|
|
|
EPS (c)
7
|
15.9
|
(16.8)
|
n/a
|
|
|
Adjusted EPS
(c)
8
|
61.5
|
21.4
|
187%
|
|
|
|
|
|
|
|
|
|
31-Mar-24
|
31-Mar-23
|
|
|
|
Gross Debt (IFRS)
($m)
|
897.5
|
672.4
|
|
33%
|
|
Gross Debt ex
IFRS 16 Leases ($m)
|
835.5
|
612.3
|
|
36%
|
|
Net Debt ex
IFRS 16 Leases ($m)
|
674.5
|
494.0
|
|
37%
|
|
Cash and Cash
Equivalents ($m)
|
161.0
|
118.3
|
|
36%
|
|
Mehmet
Kutman, Co-Founder, Chief Executive Office and Chairman,
said:
“The 2024 Reporting Period was one
of significant achievement for Global Ports Holding. We
successfully expanded our cruise port network, completed our
largest-ever investment project, and increased our shareholding at
a number of key ports. In addition, we strengthened our balance
sheet through a successful investment grade-rated issuance of
secured private placement notes and extended the concession length
at a number of ports.
We have started the 2024 cruise
season strongly and we are well positioned to be a key enabler and
beneficiary of the cruise industry’s continued growth and success
in the years ahead.”
Key Highlights
-
GPH welcomed 13.4 million
passengers across the consolidated port network in the Reporting
Period, a 46% increase on the 2023 Reporting Period
-
Adjusted Revenue for the Reporting
Period was USD 172.7 million, a 47% increase on the USD 117.2
million in the prior Reporting Period
-
Adjusted EBITDA rose 47% to USD
106.9 million, reflecting the positive impact of the higher
passenger volumes and its impact on Adjusted Revenue
-
We successfully completed USD 187
million of investment-grade long-term project financing for San
Juan Cruise Port and took over cruise operations in the fourth
quarter of the Group’s financial year. Additionally, we added
Bremerhaven Cruise Port to the network
-
Based on current call lists across
our current consolidated and managed cruise port network, we
currently forecast that we will welcome over 16 million passengers
in the 2025 Reporting Period. Including equity-accounted ports,
annual passenger volumes are expected to be nearly 20 million for
the 2025 Reporting Period
-
Shortly after the end of the
Reporting Period:
-
Saint Lucia Cruise Port joined the
network when operations commenced under a 30-year concession
agreement
-
Signed and started operations
under a 50-year concession agreement for Liverpool Cruise
Port
-
Majority GPH-owned joint venture
awarded a preferred bidder status for 15-year concession for
Casablanca Cruise Port
Balance Sheet
At 31 March
2024, IFRS Gross Debt was USD 897.5 million (Ex IFRS-16 Leases
Gross Debt: USD 835.5 million), compared to USD 672.4 million (Ex
IFRS-16 Leases Gross Debt: USD 612.3 million) at 31 March
2023.
The main
driver of the increase in Gross Debt were two bonds
totalling USD 145 million
of investment-grade long-term project financing for San Juan Cruise
Port (additional USD 42 million were issued shortly after the end
of the Reporting Period in form of forward committed bonds). USD
110 million was raised through the issuance of a Series A
bonds due 2045, which has been placed in the US municipal bond
market at an average coupon rate of 6.6%. USD 77 million was raised through the issuance of a Series B
bonds due 2039 to US institutional investors at a fixed coupon of
7.21%.
The bonds have received an
investment-grade credit of BBB- from S&P. The Series A bond
will fully amortize over 21 years, with a weighted average duration
of c.19 years. The Series B bond will fully amortize over 15 years,
with a weighted average duration of c12 years.
Nassau Cruise Port successfully
refinanced its local bond issued in June 2023. The refinancing
resulted in an increase in the nominal outstanding amount to USD
145 million (from USD 134.4 million) and a reduction in the fixed
coupon to 6.0% (from 8.0%), reducing the annual interest payment by
USD 2.0 million. The maturity date of 2040 remains unchanged as
does the principal repayment schedule which is ten equal annual
payments from June 2031. The bond remains unsecured, and
non-recourse to GPH or any other Group entity.
Net debt Ex
IFRS-16 Leases was USD 674.5 million at the end of the Reporting
Period compared to USD 494.0 million as at 31 March 2023. At 31
March 2024, GPH had cash and cash equivalents of USD 161.0 million,
compared to USD 118.3 million at 31 March 2023 with the increase
mainly due to the aforementioned bond issuance at San Juan Cruise
Port.
Concession
Extensions
At the start of the Reporting
Period, GPH reached an agreement to extend its concession agreement
for Ege Port, Kusadasi. The original concession agreement was due
to expire in July 2033, but following this extension agreement, it
will now expire in July 2052.
In exchange for extending the
existing concession agreement, Ege Port has paid an upfront
concession fee of TRY 725.4 million (USD 38 million at the then
prevailing exchange rate). In addition, Ege Port has committed to
invest up to a further 10% of the upfront concession fee within the
next 5 years into improving and enhancing the cruise port and
retail facilities at the port and will pay a variable concession
fee equal to 5% of its gross revenues during the extension period
starting after July 2033.
The up-front concession fee
payment was financed by partial utilisation, shortly before the
start of the Reporting Period, of the USD 75 million growth
facility provided by Sixth Street. As part of the additional
drawdown with Sixth Street, GPH issued warrants to Sixth Street
representing an additional 2.0% of GPH’s fully diluted share
capital (in addition to warrants issued at financial closing in
July 2021 equivalent to 9.0% of GPH’s fully diluted share
capital).
The upfront concession fee was
funded by a capital increase at Ege Port. This capital increase was
provided by GPH only, and as a result, GPH’s equity stake in Ege
Port increased to 90.5% (from 72.5%).
Similar to the extension of
Cagliari Cruise Port in 2023, our concession for Catania Cruise
Port was extended by two years to 2028 without any cost to GPH as
compensation for the Covid-19 pandemic period.
Issue of New
Ordinary Shares
At the start of the Reporting
Period, GPH had approximately USD 25 million in outstanding
subordinated shareholder loans from its largest shareholder, Global
Yatırım Holding A.Ş (Global Investments Holding, “GIH”). This
long-term funding support was used to finance expansion projects
and general corporate purposes.
During the Reporting Period, GPH
issued 5,144,445 new ordinary shares of £0.01 each to GIH at a
price of 206.5358 pence per ordinary share in partial satisfaction
of the debt owed to GIH equivalent to USD 13.8 million. These new
ordinary shares represented approximately 8.2% of the company's
issued share capital.
Shortly before the end of the
Reporting Period, Sixth Street exercised warrants over an aggregate
8,395,118 new ordinary shares. Following this warrant exercise, the Company’s
issued share capital admitted to trading consisted of 76,433,126
ordinary shares of GBP 0.01 each.
Increases in
ownership percentage at ports
During the Reporting Period, GPH
purchased from the minority shareholder a 38% shareholding in
Barcelona Port Investments S.L. (BPI), taking GPH’s holding in BPI
to 100%. The transaction terms are confidential, however, the
purchase price was below USD 20 million.
As a result of this transaction,
GPH’s indirect holding in Creuers De Port de Barcelona S.A
(Creuers) has increased to 100%, which increases GPH’s interest in
both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%.
In addition, GPH’s effective interest in SATS-Creuers Cruise
Services PTE. LTD (Singapore Cruise Port) has risen to 40% from
24.8% and the effective interest in Lisbon Cruise Port LD (Lisbon
Cruise Port) has risen from 46.2% to 50%.
Outlook
Based on call lists across our
consolidated and managed cruise port network, we expect to welcome
over 16 million passengers in the upcoming 2025 Reporting Period.
Including equity-accounted ports, annual passenger volumes are
expected to be nearly 20 million for the 2025 Reporting
Period.
Notes
-
All $ refers to United States Dollar unless otherwise
stated
-
Passenger numbers refer to consolidated and managed portfolio
consolidation perimeter; hence it excludes equity accounted ports
La Goulette, Lisbon, Singapore, Venice and Vigo.
-
Adjusted revenue is calculated as total revenue excluding
IFRIC-12 construction revenue
-
Segmental EBITDA includes the EBITDA from all equity
consolidated ports and the pro-rata Net Profit of equity-accounted
associates La Goulette, Lisbon, Singapore, Venice and Vigo and the
contribution from management agreements
-
Adjusted EBITDA calculated as Segmental EBITDA less
unallocated (holding company) expenses
-
Underlying Profit is calculated as profit / (loss) for the
year after adding back: amortisation expense in relation to Port
Operation Rights, non-cash provisional income and expenses,
non-cash foreign exchange transactions and specific non-recurring
expenses and income.
-
Earnings per share is calculated as profit after tax divided
by weighted average number of shares
-
Adjusted earnings per share is calculated as underlying
profit divided by weighted average number of shares
For further information, please contact:
CONTACT
|
|
|
For investor, analyst and
financial media enquiries:
|
|
For media enquiries:
|
Global Ports
Holding, Investor Relations
|
|
Global Ports
Holding
|
Martin Brown
|
|
Ceylan
Erzi
|
Telephone: +44 (0) 7947 163
687
|
|
Telephone: +90 212
244 44 40
|
Email:
martinb@globalportsholding.com
|
|
Email:
ceylane@globalportsholding.com
|
Chairman and CEO Statement
The 2024 Reporting Period was one
of significant achievements for GPH. We successfully expanded our
cruise port network, completed our largest ever investment project,
and increased our shareholding at a number of key ports.
In addition, we strengthened our
balance sheet through a successful investment grade rated notes
issue and extended the concession length at a number of ports.
Alongside these significant achievements, our consolidated ports
welcomed 13.4 million passengers, marking a 46% increase compared
to the previous period and driving record EBITDA.
These achievements have been
delivered against a background of ongoing geopolitical issues and a
challenging economic environment. The economic environment saw
central bankers and the public grapple with the challenges of high
inflation and rising global interest rates, while ongoing conflicts
in Ukraine and the Middle East impacted individuals’ propensity to
travel to nearby regions.
The long lead times on cruise
bookings compared to land-based tourism mean that passenger demand
is largely unaffected by macroeconomic events. Thus far, the
inflationary and rising interest rate environment has no
identifiable impact on passenger demand. The industry is not immune
from geopolitical issues, and a number of ships were redeployed
away from conflict areas during the Reporting Period. During these
incredibly difficult times, our thoughts are with those people who
have been and continue to be deeply affected by
conflicts.
By the end of the Reporting
Period, we had achieved a number of significant milestones for the
Group:
• Welcomed 13.4 million cruise
passengers across our consolidated portfolio, an increase of
46%.
• Two new cruise ports added to
our network.
• Successfully concluded the
financing and began port operations for San Juan Cruise
Port.
• Increased our stakes in several
ports (Barcelona Cruise Port, Ege Port, Lisbon Cruise Port, Malaga
Cruise Port, Singapore Cruise Port).
• Extended our concession for Ege
Port by 19 years.
• Successfully issued USD 330
million of investment-grade rated private placement notes, a strong
endorsement of our unique business model and strong infrastructure
characteristics.
Our people
Central to our business and
essential to our continued success are the dedicated 900 employees
who work tirelessly across our global operations. We prioritize
hiring local talent at our ports, providing strong links to the
local destination, enhancing our understanding of the local
environment and ensuring our talent pool reflects the destinations
where we work. We aim to attract, train, and retain top talent in
the sector and to achieve this, we are committed to investing in
our people by offering opportunities for continuous learning and
development and opportunities to grow their careers.
During the Reporting Period, we
took steps to further enhance the health and well-being of our
employees, equipping them with the tools and support required to
allow them to improve their mental health and wellbeing. Our
employees are key to the success of our business, and providing
them with these tools will help them to support the company in
achieving its goals.
Network Growth
Inorganic growth is a core aspect
of our strategy, and we are dedicated to the successful execution
of our inorganic growth strategy. We believe that the expansion and
scale of our network, along with our unparalleled expertise in
investing in and transforming cruise port infrastructure, has
established GPH as the definitive market leader in cruise port
development.
Cruise ports currently face both
exciting opportunities and significant challenges. The increasing
number and capacity of cruise ships means that many ports currently
lack the infrastructure to accommodate the growing size of modern
cruise ships and the anticipated rise in passenger numbers.
Consequently, significant infrastructure investments will be
necessary for these ports to stay competitive and relevant. This
need for port infrastructure investment and the benefits to all
stakeholders of global best practices are key drivers of GPH’s
pipeline of new port opportunities.
In addition to adding ports to our
network, we extended the concession length at several ports and
increased our shareholding in others. Our concession for Catania
Cruise Port was extended by two years to 2028 and the concession
for Ege Port, Kuşadası was increased to 2052 from 2033, while our
shareholding increased from 72.5% to 90.5%. We also increased our
shareholding in Barcelona and Malaga Cruise Ports to 100% from 62%
and increased our effective interest in Singapore Cruise Port to
40% from 24.8% and Lisbon Cruise Port to 50% from 46.2%.
These concession extensions and
changes in ownership represent substantial growth potential for our
business.
Sustainability
During the reporting period, our
Sustainability Working Group and Sustainability Committee were
setup and collaborated with external consultants to initiate a
project for implementing the Task Force on Climate-related
Financial Disclosures (TCFD) requirements and to conduct a
comprehensive review of our current Environmental, Social, and
Governance (ESG) processes and projects.
GPH has always strived to be a
good corporate citizen. We are committed to minimising our
operations’ environmental impact, collaborating closely with local
stakeholders, and engaging with local charities to raise funds and
support our communities. Our people’s safety, health, and wellbeing
remain a top priority for the Board and senior
management.
We recognise that we all face a
climate crisis and that there is an urgency to act and for us all
to play a part in the transition to a sustainable low carbon
economy. The formalisation of our sustainability strategy and the
introduction of goals and targets recognises our need to go beyond
just being a good corporate citizen.
While we continue to work on a
number of exciting sustainability projects, including the
widespread adoption of solar power across our cruise ports, we
recognise the need for us to do more. As part of the TCFD project,
scenario analysis and planning workshops have considered potential
impacts across our business and how we might and could
respond.
New climate risks have been
integrated into our risk management framework and governance and we
are now better placed than ever to report regularly and manage
effectively on our sustainability goals and targets.
Possible offer
On 14 June 2024, GIH, the
controlling shareholder of GPH, announced that it was considering a
possible cash offer for the issued and to be issued share capital
of GPH. GPH has this morning separately announced notice of its
intention to delist from the London Stock Exchange’s main market
and from the Official List of the FCA. GIH, main shareholder of the
Company, as the controlling shareholder intends to seek delisting
of the Company and taking it private.
GIH must, by no later than 5.00pm
on 12 July 2024, either announce a firm intention to make an offer
for the Company in accordance with Rule 2.7 of the Code, or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the
consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
The Future
The global cruise industry reached
new highs in calendar year 2023, welcoming 31.7 million passengers,
which is 107% of 2019 levels. The year ahead is expected to see
this passenger levels reach new highs, with the major cruise lines
reporting record booking patterns for 2024 and welcoming new ships
to their fleets. By 2027, global cruise passenger volumes are
expected to grow to close to 40 million passengers, a CAGR of close
to 6%.
The global cruise fleet is
currently expected to welcome 62 new ships by 2036, with Norwegian
Cruise Line Holdings’ recently announcing it would build eight new
ships by 2036, taking its total number of new ships to 13 ships
over the next 12 years. MSC Cruises, will launch eight new ships by
the end of 2028.
This positive momentum in the
number of ships and passenger volumes, supports continued strong
underlying organic growth in passenger volumes at GPH. More
importantly, this growth in the number of ships and size of ships
increases the need for cruise ports to invest in their
infrastructure so they can accommodate this growth.
GPH’s experience of
transformational cruise port investment and significant experience
and know-how in port and destination development, destination
marketing and global cruise port operations means we are very
well-positioned to play a pivotal role in the continued development
and growth of the global cruise industry.
We look forward to the future with
continued excitement and optimism.
Operational Review
GPH welcomed a record number of
cruise ships and passengers across its global operations in the
2024 Reporting Period and once again expanded its port network by
adding several new cruise ports.
During the Reporting Period, we
re-aligned the geographical reach of our reporting segments, with
Kalundborg, Denmark and Bremerhaven, Germany moved to the new
Central Med and Northern Europe reporting segment.
Regional
Breakdown
|
12 months
ended
|
12 months
ended
|
YoY
Change
|
|
31-Mar-24
|
31-Mar-23
|
(%)
|
|
|
|
|
Americas
|
|
|
|
Adjusted Revenue
($m)
|
62.8
|
40.3
|
55.9%
|
Segmental
EBITDA ($m)
|
42.2
|
29.0
|
45.5%
|
EBITDA Margin
(%)
|
67.2%
|
72.0%
|
|
Passengers
(m)
|
5.9
|
4.4
|
33.8%
|
Revenue per
passenger ($)
|
10.7
|
9.2
|
16.5%
|
|
|
|
|
West Med
& Atlantic
|
|
|
|
Adjusted Revenue
($m)
|
39.6
|
26.7
|
48.3%
|
Segmental
EBITDA ($m)
|
31.5
|
19.4
|
62.0%
|
EBITDA Margin
(%)
|
79.6%
|
72.9%
|
|
Passengers
(m)
|
4.5
|
2.9
|
56.1%
|
Revenue per
passenger ($)
|
8.8
|
9.3
|
-5.0%
|
|
|
|
|
Central
Med
|
|
|
|
Adjusted Revenue
($m)
|
21.9
|
14.8
|
48.6%
|
Segmental
EBITDA ($m)
|
10.4
|
7.8
|
33.3%
|
EBITDA Margin
(%)
|
47.5%
|
52.9%
|
|
Passengers
(m)
|
1.7
|
1.0
|
70.7%
|
Revenue per
passenger ($)
|
12.7
|
14.6
|
-12.9%
|
|
|
|
|
East Med
& Adriatic
|
|
|
|
Adjusted Revenue
($m)
|
34.0
|
24.1
|
41.3%
|
Segmental
EBITDA ($m)
|
26.6
|
19.4
|
37.5%
|
EBITDA Margin
(%)
|
78.3%
|
80.5%
|
|
Passengers
(m)
|
1.3
|
0.9
|
40.7%
|
Revenue per
passenger ($)
|
26.2
|
26.1
|
0.4%
|
|
|
|
|
Other
|
|
|
|
Adjusted Revenue
($m)
|
14.4
|
11.3
|
26.9%
|
Segmental
EBITDA ($m)
|
4.6
|
4.3
|
7.0%
|
EBITDA Margin
(%)
|
32.2%
|
38.2%
|
|
|
|
|
|
Unallocated
(HoldCo)
|
|
|
|
Adjusted
EBITDA ($m)
|
(8.5)
|
(7.3)
|
16.4%
|
|
|
|
|
Group
|
|
|
|
Adjusted Revenue
($m)
|
172.7
|
117.2
|
47.4%
|
Adjusted
EBITDA ($m)
|
106.9
|
72.7
|
47.1%
|
EBITDA Margin
(%)
|
61.9%
|
62.0%
|
|
Passengers
(m)
|
13.4
|
9.2
|
46.0%
|
Revenue per
passenger ($)
|
12.9
|
12.7
|
1.0%
|
Americas
For most of
the 2024 Reporting Period, GPH’s cruise operations in the Americas
included the Company’s two Caribbean ports, Nassau and Antigua, and
Prince Rupert, Canada. San Juan Cruise Port joined the network for
around six weeks before the end of the Reporting Period after
reaching financial close on 14 February 2024, and Saint Lucia
Cruise Port joined the network shortly after the end of the 2024
Reporting Period.
Trading in
the Americas soared to new heights in the Reporting Period.
Passenger volumes rose 34%, reaching 5.9 million, a substantial
increase from the 4.4 million recorded in 2023, while call volumes
rose a more modest 21%. This includes a small contribution from the
partial operating period of San Juan Cruise Port of 258k
passengers.
The 30-year
concession for San Juan Cruise Port, Puerto Rico, began towards the
end of the Reporting Period. Well positioned to be included in both
Eastern Caribbean and Southern Caribbean itineraries and
benefitting from its status as a US territory with good airport and
hotel infrastructure, San Juan Cruise Port is an attractive
homeport destination.
During an
initial investment phase, GPH plans to invest in critical
infrastructure repairs and upgrades, focusing on terminal buildings
and walkways. San Juan Cruise Port handled 1.8 million unique
passenger movements in 2019 and is expected to become GPH’s
third-largest port.
During the
Reporting Period, GPH made further progress with its expansion in
the Americas region, signing a 30-year concession, with a 10-year
extension option, for Saint Lucia Cruise Port. The port joined the
network shortly after the end of the Reporting Period.
As part of
the Saint Lucia Cruise Port concession, GPH is committed to
substantial upgrades to the cruise port facilities, including
expanding existing berths. Saint Lucia Cruise Port, which welcomed
c800k passengers annually before the pandemic, is expected to
experience a rise in passenger volumes to over 1 million in the
medium term due to these enhancements.
West Med & Atlantic
GPH’s West
Med and Atlantic region includes Spanish ports Alicante, Barcelona,
Fuerteventura, Lanzarote, Las Palmas, Malaga, Tarragona, and the
equity pick-up contribution from Vigo, Lisbon and Singapore.
Shortly after the end of the Reporting Period, GPH was awarded
preferred bidder status for a 15-year concession agreement for
Casablanca Cruise Port, Morocco.
Cruise
activity in the West Med and Atlantic region experienced a strong
rise in the 2024 Reporting Period, delivering a 31% rise in call
volumes compared to the comparable 2023 Reporting Period, with
passenger volumes rising an impressive 56% to 4.5 million. The
comparable 2023 Reporting Period was impacted by pandemic-related
restrictions. These restrictions had been fully removed by the end
of calendar year 2022, helping to drive the strong improvement in
the 2024 Reporting Period.
During the
Reporting Period, GPH purchased a 38% holding in Barcelona Port
Investments S.L., taking its holding to 100%. This transaction
resulted in GPH’s indirect holding in Creuers De Port de Barcelona
S.A
increasing
to 100%, raising GPH’s interest in both Barcelona Cruise Port and
Malaga Cruise Port to 100% from 62%. Additionally, GPH’s effective
interest in Singapore Cruise Port rose to 40% from 24.8% and its
effective interest in Lisbon Cruise Port rose from 46.2% to
50%.
During the
Reporting Period, we made significant progress with our investment
in a new terminal building in Tarragona. The terminal, with a
cafeteria, retail premises and offices, opened in June 2024. It has
been designed and constructed with sustainability and
eco-efficiency at the heart of the process. Extensive use of solar
panels should ensure it is self-sustainable in terms of its energy
needs, while environmentally friendly practices and technology will
ensure efficient management of natural resources such as
water.
Construction
work at both Las Palmas Cruise Port and Alicante Cruise Port began
during the Reporting Period.
Central Med & Northern Europe
Our Central
Mediterranean region encompasses Valletta Cruise Port, Malta, GPH’s
four Italian ports (Cagliari, Catania, Crotone, and Taranto),
Kalundborg, Denmark and the equity pick-up contribution from La
Goulette, Tunisia, and Venice Cruise Port, Italy.
In the 2024
Reporting Period, cruise calls in this region experienced a modest
3% increase. However, passenger volumes surged 71% to 1.7 million,
a significant increase from the 973k million passengers welcomed in
the comparable Reporting Period and surpassing the pre-pandemic
figure of 1.4 million in calendar year 2019.
This strong
growth was primarily driven by the strong volumes across the
industry and the impact of pandemic-related restrictions in the
comparable Reporting Period.
During the
Reporting Period, GPH successfully extended its concession at
Cagliari Cruise Port and Catania Cruise Port by an additional two
years until 2029 and 2028 respectively. Shortly after the end of
the Reporting Period, GPH signed a 50-year concession agreement for
Liverpool Cruise Port, UK.
The local
authorities are currently investing multimillion Euros in the
port's cruise facilities and piers, which are poised for expansion
and renewal. Shortly after the end of the Reporting Period, GPH
signed a 50-year concession agreement Liverpool Cruise Port,
UK.
In Malta,
the project to bring shore power to five cruise ship quays at
Valletta Cruise Port was completed during the Reporting Period.
This initiative, funded by Infrastructure Malta and Transport
Malta, is one of the first in the Mediterranean and will help
reduce harmful emissions from cruise ships by up to 90%. GPH hopes
this project will act as a blueprint for other destinations and
stakeholders as our ports and the cruise industry moves to a more
sustainable future.
East Med & Adriatic
GPH’s East
Med & Adriatic operations include the flagship Turkish port Ege
Port, as well as Bodrum Cruise Port, Türkiye and Zadar Cruise Port,
Croatia.
In the East
Mediterranean and Adriatic region, cruise calls increased 6% and
passenger volumes rose 43% during the year. This increase brought
passenger volumes to 1.3 million, a substantial increase from the
less than 600,000 passengers handled in 2019. Ege Port's continued
success has been instrumental in driving this growth, solidifying
its position as the premier cruise port in Turkey.
During the
Reporting Period, GPH agreed to extend its concession agreement for
Ege Port in Kusadasi, adding 19 years to the concession period,
which now ends in July 2052. As part of this agreement, Ege Port
paid an upfront concession fee of TRY 725.4 million (USD 38 million
at the then prevailing exchange rate). Additionally, Ege Port
committed to investing an amount equivalent to 10% of the upfront
concession fee within the next five years to enhance the port's
cruise port and retail facilities.
A capital
increase was implemented at Ege Port to fund the upfront concession
fee, with GPH providing the necessary funds. This capital increase
led to GPH increasing its equity stake in Ege Port to 90.5%, up
from 72.5%.
Other
GPH's
"Other" reporting segment encompasses various operations, including
our commercial port, Port of Adria in Montenegro, our management
agreement for Ha Long Cruise Port in Vietnam, and contributions
from our Ancillary Port Services businesses.
GPH’s
Ancillary Port Services encompass services such as stevedoring and
waste removal, as well as Destination and Shoreside Services, Area
& Terminal management services and Crew Services.
Port of
Adria, GPH’s sole commercial port, demonstrated strong performance
throughout the Reporting Period. The Company’s Board continues to
actively explore various options regarding Port of Adria, including
the possibility of its sale.
Financial Review
The Group
generated Adjusted revenue of USD 172.7 million, a significant
increase on the USD 117.2 million in the prior Reporting Period.
This increase was driven by higher passenger volumes stemming from
the impact of new ports, strong cruise call volumes and improved
occupancy rates across the industry. We welcomed 13.4 million
passengers in the Reporting Period compared to 9.2 million in the
prior Reporting Period, an increase of 46%.
Adjusted
EBITDA, which reflects the performance from our ports after
unallocated Holding Company expenses, was USD 106.9 million an
increase of 47% compared to the USD 72.7 million in comparable
Reporting Period. This increase in Adjusted EBITDA was driven by
the increase in cruise activity in the Reporting Period.
Group
revenue for the Reporting Period was USD 193.6 million (2023: USD
213.6 million). This includes USD 20.8 million of IFRIC 12
construction revenue (2023: USD 96.4 million), which means the
expenditure for certain construction activities, namely in Nassau
and recently acquired Spanish ports, is recognised as operating
expenses and added with a margin to the Group’s revenue. IFRIC 12
construction revenue and margin has no impact on cash generation
and is excluded from Segmental EBITDA.
Passenger
volumes, Adjusted revenue and Adjusted EBITDA represented new
record levels for the Company’s cruise operations, a reflection of
the success of our ongoing organic and inorganic growth.
After
depreciation and amortisation of USD 35.0 million (2023: USD 27.3
million), including USD 26.7 million (2023: USD 19.7 million) of
port operating rights and right-of-use asset amortisation, and
specific adjusting items of USD -1.4 million (2023: USD 12.9
million), the Company reported an Operating profit for the
Reporting Period of USD 66.2 million, more than double the
Operating profit of USD 28.2 million in the Previous Reporting
Period. After net finance costs of USD 59.0 million (2023: USD 42.0
million), the profit before tax was USD 14.3 million, compared to a
loss of USD 9.5 million in the Previous Reporting
Period.
Cruise activity
During the
Reporting Period we expanded the Central Med region to now include
our recent new ports in Northern Europe. Liverpool Cruise Port and
Bremerhaven Cruise Port will be added to this reporting segment and
Kalundborg will be moved from West Med to this new Central Med
& Northern Europe region. The impact to Segmental EBITDA mix in
2023 from the realignment is marginal.
Trading
across all our regions improved strongly over the Reporting Period.
The main driver of the strong growth was the full year effect of
having no pandemic related restrictions which partially affected
2023. In addition, the cruise industry continued to grow thanks to
new ships being delivered whereas the Group’s marque ports were
able to grow stronger than the overall market. Furthermore, the
Adjusted revenue growth is fuelled by continued investment and
expansion into Ancillary revenue opportunities, including
highlights like the completion of Nassau upland development in May
2023.
Segmental
EBITDA for the Reporting Period was USD 115.4 million compared with
USD 80.0 million in the Previous Reporting Period.
Revenue per
passenger (or overall yield) was USD 12.9 in the Reporting Period,
a modest increase on the USD 12.7 in the Previous Reporting Period.
Ancillary yield per passenger varied was USD 2.4 compared to USD
2.3 during the Previous Reporting Period.
With our
continued focus and ongoing investments into upland and terminal
infrastructure we expect to increase the ancillary yield at newly
acquired ports towards those of the more established ports in our
network.
Adjusted EBITDA
Adjusted
EBITDA for the Reporting Period, reflecting the EBITDA performance
of our ports, less unallocated expenses, was USD 106.9 million,
compared to USD 72.7 million in the Previous Reporting
Period.
Our Adjusted
EBITDA margin was 61.9%, in line with the 62.0% in the Previous
Reporting Period. Despite the strong inorganic growth, where new
ports generally have lower EBITDA margins when they join the GPH
network, our Adjusted EBITDA margin was in line with the
historically achieved 60% plus EBITDA margins.
Adjusted
revenues increased by USD 55.6 million compared to the Previous
Reporting Period, whereas Adjusted EBITDA increased by USD 34.2
million – a margin of 61.6% on the incremental Adjusted
revenue.
Unallocated expenses
Unallocated
expenses, which consist of Holding Company costs, were USD 8.5
million for the Reporting Period an increase of 16.4% compared with
the USD 7.3 million for the Previous Reporting Period as we have
fully normalised our central functions including discretionary
activities such as marketing to the post-pandemic
period.
More
precisely, this increase was primarily driven by the continued
normalisation of business activity and discretionary spending, such
as marketing and travel expenses, as industry activity levels
returned to pre-covid levels, as well as increased personal
expenses as the Company is investing in building additional
capabilities for future ancillary revenue and inorganic growth. We
remain firmly focused on tight cost control, however, as the Group
continues to grow geographically, vertically and in complexity
Holding company costs should be expected to continue to grow
year-on-year.
Depreciation and amortisation costs
Depreciation
and amortisation of USD 35.0 million (2023: USD 27.3 million),
including USD 26.7 million (2023: USD 19.7 million) of port
operating rights and right-of-use amortisation. The difference is
primarily driven by the higher amortisation and depreciation from
Nassau where the transformational investment was completed (upland
portion handed over in May 2023) and hence amortisation of the
entire investment began during the Reporting Period in addition to
the impact of foreign exchange movements.
Specific adjusting items
During the
Reporting Period, specific adjusting items were USD -1.4 million
compared with USD 12.9 million in the Previous Reporting Period.
This decrease was primarily the result of the significant drop in
project expenses, from USD 11.2 million in the Previous Reporting
Period to USD -0.1 million, which is the result of the reversal and
capitalisation of Project Expenses previously incurred for San Juan
project at financial closing of this project in February
2024.
Furthermore,
the non-cash IFRIC 12 construction margin adjusted in our Segmental
EBITDA declined as the IFRIC 12 construction revenue declined
post-completion of Nassau investment project.
Finance costs
The Group’s
net finance charge in the Reporting Period was USD 59.0 million
compared with USD 42.0 million in the Previous Reporting
Period.
Finance
income was higher due to foreign exchange gains of USD 8.0 million,
which were USD 3.4 million in the prior Reporting Period, and
higher interest income generated from the cash held on balance
sheet increasing to USD 8.5 million driven by the higher interest
rate environment during the Reporting Period compared to USD 1.6
million in 2023.
Finance
costs rose to 75.8 million from USD 47.7 million last year. This
was primarily due to higher interest expense on loans and
borrowings of USD 58.6 million, compared to USD 34.7 million in the
Previous Reporting Period. This is primarily due to increased
interest expense as a result of higher borrowing, including USD 145
million of investment-grade long-term project financing for San
Juan Cruise Port and the impact from the completion of construction
at Nassau Cruise Port, with interest now fully expensed rather than
capitalised.
In addition,
Finance costs include USD 8.7 million Loan commission expenses (USD
3.3 million in 2023) at an elevated level due to prepayment
premiums as a result of refinancing of the Sixth Street loan and
issuing the USD 330 million notes in the Reporting
Period.
Net interest
expense on a cash basis was USD 51.9 million vs USD 33.1 million in
the Previous Reporting Period with such increase partially driven
by the fact that part of our HoldCo financing allowed payment in
kind during parts of 2023 Reporting Period (Sixth Street loan allow
PIK interest until 31 December 2022).
Taxation
The Group is
a multinational group and is liable for taxation in multiple
jurisdictions worldwide.
Profit
before tax of USD 14.3 million compared to a loss before tax of USD
9.5 million in the prior Reporting Period. As a result, the Group
reported an increased tax expense of USD 4.0 million compared to a
USD 1.0 million tax expense in the Previous Reporting
Period.
The Group
pays corporate tax due to specific components being profitable and
because losses created on other components cannot necessarily be
utilised at the consolidated level. On a cash basis, the Group’s
income taxes paid amounted to USD 4.7 million compared to USD 1.4
million in 2023.
Investing Activities
Capital
expenditure during the Reporting Period was USD 160.8 million,
compared to 100.9 million in the Previous Reporting Period. Total
capital expenditure in the Americas region is USD 100.8 million
(compared to USD 98.1 million in 2023). Most of this expenditure
was related to the financial closing including upfront payments of
USD 77 million plus transaction expenses due at such date for San
Juan Cruise Port, as well as final stages of the upland development
in Nassau Cruise Port.
Furthermore,
the start of the investment activities in our recent Spanish
acquisitions (Las Palmas, Alicante and Tarragona) led to a higher
Capital expenditure in West Med & Atlantic region of USD 15.6
million (compared to USD 1.4 million in 2023). Another major driver
of Capital expenditure in the Reporting Period came from the East
Med region (USD 40.6 million compared to less than USD 1 million)
mainly due to the Ege Port Concession Extension described
below.
On a cash
basis and including the impact of advances the net investment cash
flow into acquisition of assets (CAPEX) amounted to USD 159.9
million compared to USD 78.6 million in the Previous Reporting
Period.
Ege Port Concession Extension
At the start
of the Reporting Period, GPH reached an agreement to extend its
concession agreement for Ege Port, by an additional 19 years to
July 2052.
A capital
increase at Ege Port funded the upfront concession fee of TRY 725.4
million (ca. USD 38 million at the then prevailing exchange rate)
related to this extension. This capital increase was provided by
GPH only. As a result, GPH’s equity stake in Ege Port has increased
to 90.5% (from 72.5%).
In addition,
Ege Port has committed to invest an amount equivalent to 10% of the
upfront concession fee within the next five years to improve and
enhance the cruise port and retail facilities at the port, and will
pay a variable concession fee equal to 5% of its gross revenues
during the extension period starting after July 2033.
The upfront
concession fee and related expenses were financed by GPH’s partial
utilisation in an amount of USD 38.9 million of the USD 75 million
growth facility provided by Sixth Street. As part of this
additional USD 38.9 million drawdown, GPH has issued further
warrants to Sixth Street representing an additional 2.0% of GPH’s
fully diluted share capital (in addition to the warrants issued at
financial closing in July 2021 equivalent to 9.0% of GPH’s fully
diluted share capital). All Sixth Street Warrants were exercised
and relevant additional ordinary shares issued shortly before the
end of the Reporting Period. The drawdown of growth financing
occurred shortly before the end of the Previous Reporting Period,
whereas the extension was completed shortly thereafter.
Increase in port ownership percentages
During the
Reporting Period, GPH purchased from the minority shareholder a 38%
shareholding in Barcelona Port Investments S.L. (BPI), taking GPH’s
holding in BPI to 100%.
The
transaction terms are confidential, however, the purchase price was
below USD 20 million. To finance the transaction a new loan
facility of EUR 15 million was provided by a European
bank.
As a result
of this transaction, GPH’s indirect holding in Creuers De Port de
Barcelona S.A (Creuers) has increased to 100%, which increases
GPH’s interest in both Barcelona Cruise Port and Malaga Cruise Port
to 100% from 62%. In addition, GPH’s effective interest in
SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise Port) has
risen to 40% from 24.8% and the effective interest in Lisbon Cruise
Port LD (Lisbon Cruise Port) has risen from 46.2% to
50%.
Cash flow
The Group
generated an Adjusted EBITDA of USD 106.9 million in the Reporting
Period, compared to USD 72.7 million in the Previous Reporting
Period.
Operating
cash flow after income tax payment was USD 71.5 million, compared
to USD 59.9 million in the Previous Reporting Period. This
improvement primarily reflects the substantial increase in Adjusted
EBITDA, negative impact of working capital of USD 26.5 million (vs
positive USD 2.5 million in the Previous Reporting Period), and
corrections for the cash impact of the profit from equity-accounted
investees, below EBITDA cash items particularly Project expenses,
with a combined impact of USD 4.1 million compared to USD 4.3
million in the Previous Reporting Period.
Working
capital was impacted by the addition of new ports building up
working capital there (including San Juan generating about 6 weeks
of high-season revenue at the end of the Reporting Period), growth
in the business activity and a one-off impact from Trade Payables
related to payments to the Nassau Contractor amounting to
approximately USD 13 million. As a result, the normalised working
capital impact from operational activities is around USD 13
million, as mentioned mainly due to the strong growth in business
activities. Any future increases in working capital cash flow
impact will be related to organic or inorganic growth of the
business.
Net interest
expense of USD 43.3 million (net of interest received) reflects the
cash costs of the outstanding gross debt, the increase, compared
with the USD 31.3 million in the Previous Reporting Period,
reflects the higher debt as a result of the new debt issuance and
loan drawdowns, investment to increase percentage holdings in a
number of ports and partial PIK payments in the Previous Reporting
Period.
Net capital
expenditure (net of advances used or paid), of USD 159.5 million,
primarily reflects the expansion in the Caribbean (San Juan) and
Ege Port concession extension payment.
Cash
flow
|
12 months
ended 31-Mar-24
|
|
12 months
ended 31-Mar-23
|
Operating
profit
|
66.2
|
|
28.2
|
Depreciation and
Amortisation
|
35.0
|
|
27.3
|
Specific Adjusting
Items
|
(1.4)
|
|
12.9
|
Share of profit of
equity-accounted investees
|
7.1
|
|
4.3
|
Adjusted
EBITDA
|
106.9
|
|
72.7
|
Working
capital
|
(26.5)
|
|
3.00
|
Other
|
(4.1)
|
|
(14.4)
|
Operating
Cash flow
|
76.2
|
|
61.3
|
Net interest
expense
|
(43.3)
|
|
(31.3)
|
Tax paid
|
(4.7)
|
|
(1.4)
|
Net capital
expenditure incl. advances
|
(159.5)
|
|
(78.5)
|
Free cash
flow
|
(131.3)
|
|
(49.9)
|
Investments
|
(13.4)
|
|
–
|
Change in Gross
debt
|
194.3
|
|
54.1
|
Dividends
|
(3.4)
|
|
(0.7)
|
Related party
financing
|
1.9
|
|
21.9
|
Net Cash
flow
|
48.0
|
|
25.0
|
Debt
Gross debt
at 31 March 2024 was USD 897.5 million compared with USD 672.4
million at 31 March 2023. Excluding IFRS 16 lease obligations,
gross debt at 31 March 2024 was USD 835.5 million compared with USD
612.3 million at 31 March 2023.
The main
drivers for the increase in gross debt were two bonds totalling USD
145 million of investment-grade long-term project financing for San
Juan Cruise Port (additional bonds with a nominal value of USD 42
million were issued shortly after the end of the Reporting Period
in form of forward committed bonds).
USD 110
million was raised through the issuance of a Series A tax exempt
bonds due 2045, which has been placed in the US municipal bond
market at an average coupon rate of 6.6%. USD 77 million was raised
through the issuance of Series B bonds due 2039 to US institutional
investors at a fixed coupon of 7.21%.
The bonds
have received an investment-grade credit of BBB- from S&P. The
Series A bond will fully amortise over 21 years, with a weighted
average duration of c.19 years. The Series B bond will fully
amortise over 15 years, with a weighted average duration of c.12
years.
Nassau
Cruise Port successfully refinanced its local bond issued in June
2023. The refinancing resulted in an increase in the nominal
outstanding amount to USD 145 million (from USD 134.4 million) and
a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the
annual interest payment by USD 2.0 million. The maturity date of
2040 remains unchanged as does the principal repayment schedule
which is ten equal annual payments from June 2031. The bond remains
unsecured, and non-recourse to GPH or any other Group
entity.
For the
partial financing of the capital expenditure at Las Palmas Cruise
Port, a project finance loan facility provided by a major regional
bank with a total facility amount of up to EUR 33.5 million and a
tenor of 10 years (in addition to minor working capital and
guarantee facilities) has reached financial closing in December
2023. The CAPEX facility is funding construction costs and
transaction expenses and the drawdown will occur gradually as
construction progresses.
Net debt
excluding IFRS 16 Leases was USD 674.5 million at 31 March 2024
compared with USD 494.0 million at 31 March 2023.
The increase
in net debt is primarily driven by the USD 145 million of bonds
issued at San Juan Cruise Port, offset by positive operating cash
flow.
Issue of new ordinary shares
At the start
of the Reporting Period, GPH had approximately USD 25 million in
outstanding subordinated shareholder loans from its largest
shareholder, GIH. This long-term funding support was used to
finance expansion projects and general corporate
purposes.
During the
Reporting Period, GPH issued 5,144,445 new ordinary shares of GBP
0.01 each to GIH at a price of 206.5358 pence per ordinary share in
partial satisfaction of the debt owed to GIH equivalent to USD 13.8
million. These new ordinary shares represented approximately 8.2%
of the company’s issued share capital.
The Company
can continue to rely on funding support from its parent company GIH
and the outstanding long-term shareholder loan is USD 14.9m, a
minor increase compared to 2023 (adjusted to the aforementioned
debt-to-equity conversion.
Shortly
before the end of the Reporting Period, Sixth Street exercised
warrants over an aggregate 8,395,118 new ordinary shares. Following
this warrant exercise, the Company’s issued share capital admitted
to trading consisted of 76,433,126 ordinary shares of GBP 0.01
each.
Capital commitments
Our planned
work to transform Nassau Cruise Port, which has been the primary
driver of our increased borrowings over recent years, was completed
during the Reporting Period. However, we continue to have
significant funded capital expenditure planned across our
portfolio.
At San Juan
Cruise Port, we plan to investment approximately USD 100 million
for repairs and improvements to the port infrastructure over the
next two years.
Global Ports
Canary Islands S.L. (GPCI), our 80:20 joint venture between GPH and
local partner, Servicios Portuarios Canarios, has now begun its
scheduled investment of approximately EUR 42 million into
constructing new cruise terminals and modular terminal facilities
at our three Canary Island ports over the next two
years.
The majority
of the financing for this capital expenditure will come from a
project finance loan facility provided by a major regional bank
with a total facility amount of up to EUR 33.5 million and a tenor
of 10 years. The drawdown will occur gradually as construction
progresses.
At Saint
Lucia Cruise Port we are planning to invest up to USD 60 million by
(i) taking over existing indebtedness as of financial closing and
(ii) capital expenditure into a material expansion and enhancement
of the cruise port facilities.
Closing
shortly after the end of the Reporting Period, ca. USD 20 million
of existing indebtedness was taken over plus transaction costs and
customary reserve accounts. The capital expenditure investment will
include expanding and enhancing the existing berth in Point
Seraphine, enabling the handling of the largest cruise ships in the
global cruise fleet and increasing the port’s capacity.
Furthermore, GPH will also invest in transforming the retail
experience at the cruise port. The financing of the majority of the
investment is secured through a long-term (15 year), syndicated
loan facility arranged by a leading regional bank with a total
funding commitment of up to ca. USD 50 million.
GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES
(APM)
These financial statements includes certain measures to
assess the financial performance of the Group’s business that are
termed “non-IFRS measures” because they exclude amounts that are
included in, or include amounts that are excluded from, the most
directly comparable measure calculated and presented in accordance
with IFRS, or are calculated using financial measures that are not
calculated in accordance with IFRS. Based on management assessment,
taxation impact of below proposed alternative performance measures
are presented based on income before tax, accordingly tax impact is
not considered on the computations. These non-GAAP measures
comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after
adding back: interest; depreciation; amortization; unallocated
expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental
EBITDA. This is done to reflect the fact that there is a variety of
financing structures in place both at a port and Group-level, and
the nature of the port operating right intangible assets vary by
port depending on which concessions were acquired versus awarded,
and which fall to be treated under IFRIC 12. As such, management
considers monitoring performance in this way, using Segmental
EBITDA, gives a more comparable basis for profitability between the
portfolio of ports and a metric closer to net cash generation.
Excluding project costs for acquisitions and one-off transactions
such as project specific development expenses as well as
unallocated expenses, gives a more comparable year-on-year measure
of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port
and group-level performances on operational level. As per
management’s view, some specific adjusting items included on the
computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For
proper evaluation of individual ports financial performance and
consolidated financial statements, Management considers disclosing
specific adjusting items separately because of their size and
nature. These expenses and income include project expenses; being
the costs of specific M&A activities , the costs associated
with appraising and securing new and potential future port
agreements which should not be considered when assessing the
underlying trading performance and the costs related to the
refinancing of Group debts, the replacement provisions, being
provision created for replacement of fixed assets which does not
include regular maintenance, other provisions and reversals related
to provisions provided, being related to unexpected non-operational
transactions, impairment losses, construction accounting margin,
being related to IFRIC 12 computation and main business of the
Group is operating ports rather than construction, employee
termination expenses, income from insurance repayments, income from
scrap sales, gain/loss on sale of securities, other provision
expenses, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Project expenses
|
|
(77)
|
|
11,201
|
Employee termination expenses
|
|
353
|
|
344
|
Replacement provisions
|
|
1,014
|
|
298
|
Provisions / (reversal of provisions) (*)
|
|
421
|
|
680
|
Impairment losses
|
|
--
|
|
659
|
Construction accounting margin
|
|
(412)
|
|
(1,928)
|
Other expenses / (income)
|
|
(2,741)
|
|
1,645
|
Specific adjusting items
|
|
(1,442)
|
|
12,899
|
(*) This figure
composed of expected impairment losses on receivables, provision
expenses excluding vacation pay and replacement provisions,
impairment losses related to assets (refer note 10) and impairment
losses on receivables of Equity accounted investees (refer note
11).
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less
unallocated (holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group’s
consolidated performance on an “as-is” basis with respect to the
existing portfolio of ports. Notably excluded from Adjusted EBITDA,
the costs of specific M&A activities and the costs associated
with appraising and securing new and potential future port
agreements. M&A and project development are key elements of the
Group’s strategy in the Cruise segment. Project lead times and
upfront expenses for projects can be significant, however these
expenses (as well as expenses related to raising financing such as
IPO or acquisition financing) do not relate to the current
portfolio of ports but to future EBITDA potential. Accordingly,
these expenses would distort Adjusted EBITDA which management is
using to monitor the existing portfolio’s performance.
A full reconciliation for Segmental EBITDA and Adjusted
EBITDA to profit before tax is provided in the Segment Reporting
Note 2 to these financial statements.
Underlying Profit
Management uses this measure to evaluate the normalised
profitability of the Group to exclude the specific non-recurring
expenses and income, non-cash foreign exchange transactions, and
adjusted for the non-cash port intangibles amortisation charge,
giving a measure closer to actual net cash generation, which the
directors’ consider a key benchmark in making the dividend
decision.
Underlying Profit is calculated as profit / (loss) for the
year after adding back: amortization expense in relation to Port
Operation Rights, non-cash provisional income and expenses,
non-cash foreign exchange transactions and specific
non-recurring expenses and income.
Adjusted earnings per
share
Adjusted earnings per share is calculated as underlying
profit divided by weighted average per share.
Management uses these measures to evaluate the profitability
of the Group normalised to exclude the gain on reversal of
provisions, non-cash provisional income and expenses, gain or loss
on foreign currency translation on equity, unhedged portion of
investment hedging on Global Liman, adjusted for the non-cash port
intangibles amortisation charge, and adjusted for change in
accounting policies, giving a measure closer to actual net cash
generation, which the directors’ consider a key benchmark in making
the dividend decision. Management decided this year that in the
light of a more meaningful presentation of the underlying profit,
the unhedged portion of the investment hedge on Global Liman and
any gain or loss on foreign currency translation on equity as
explained in note 8 have been excluded.
Underlying profit and adjusted earnings per share computed as
following;
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Profit / (Loss) for the Period, net of IFRS 16
impact
|
|
10,305
|
|
(10,549)
|
Impact of IFRS 16
|
|
1,193
|
|
1,875
|
Profit / (Loss) for the
Period
|
|
11,498
|
|
(8,674)
|
Amortisation of port operating rights / RoU asset /
Investment Property
|
|
26,724
|
|
19,747
|
Non-cash provisional (income) / expenses (*)
|
|
1,788
|
|
1,322
|
Impairment losses
|
|
--
|
|
659
|
(Gain) / loss on foreign currency translation on equity (note
8)
|
|
450
|
|
412
|
IFRIC-12 impact
|
|
412
|
|
1,929
|
Underlying Profit
|
|
40,872
|
|
15,395
|
Weighted average number of shares
|
|
66,113,525
|
|
62,826,963
|
Adjusted earnings per share
(pence)
|
|
61.82
|
|
24.50
|
(*) This figure composed of employee termination expense,
replacement provision, and provisions / (reversal of provisions)
under specific adjusting items.
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and
finance leases net of accrued tax) less cash, cash equivalents and
short term investments.
Management includes short term investments into the
definition of Net Debt, because these short-term investment are
comprised of marketable securities which can be quickly converted
into cash.
Net debt comprised as following;
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Current loans and borrowings
|
|
59,093
|
|
66,488
|
Non-current loans and borrowings
|
|
838,449
|
|
605,954
|
Gross debt
|
|
897,542
|
|
672,442
|
Lease liabilities recognized due to IFRS 16
application
|
|
(62,052)
|
|
(60,143)
|
Gross debt, net of IFRS 16
impact
|
|
835,490
|
|
612,299
|
Cash and bank balances
|
|
(160,957)
|
|
(118,201)
|
Short term financial investments
|
|
(59)
|
|
(65)
|
Net debt
|
|
674,474
|
|
494,033
|
Equity
|
|
24,691
|
|
35,297
|
Net debt to Equity ratio
|
|
27.32
|
|
14.00
|
Leverage ratio
Leverage ratio is used by management to monitor available
credit capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted
EBITDA.
Leverage ratio computation is made as follows;
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Gross debt
|
|
897,542
|
|
672,442
|
Lease liabilities recognised due to IFRS 16
application
|
|
(62,052)
|
|
(60,143)
|
Gross debt, net of IFRS 16
impact
|
|
835,490
|
|
612,299
|
Adjusted EBITDA
|
|
106,933
|
|
72,677
|
Impact of IFRS 16 on EBITDA
|
|
(6,735)
|
|
(5,008)
|
Adjusted EBITDA, net of IFRS 16
impact
|
|
100,199
|
|
67,669
|
Leverage ratio
|
|
8.3
|
|
9.0
|
CAPEX
CAPEX represents the recurring level of capital expenditure
required by the Group excluding M&A related capital
expenditure.
CAPEX computed as 'Acquisition of property and equipment' and
'Acquisition of intangible assets' per the cash flow
statement.
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Acquisition of property and equipment
|
|
11,369
|
|
4,328
|
Acquisition of intangible assets
|
|
149,429
|
|
96,582
|
CAPEX
|
|
160,798
|
|
100,910
|
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation
after taking account of on-going capital expenditure required to
maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by
Adjusted EBITDA.
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Adjusted EBITDA
|
|
106,933
|
|
72,677
|
Impact of IFRS 16 on EBITDA
|
|
(6,735)
|
|
(5,008)
|
Adjusted EBITDA, net of IFRS 16
impact
|
|
100,198
|
|
67,669
|
CAPEX
|
|
(160,798)
|
|
(100,910)
|
Cash converted after CAPEX
|
|
(60,600)
|
|
(33,211)
|
Cash conversion ratio
|
|
60.48%
|
|
49.08%
|
Hard currency
Management uses the term hard currency to refer to those
currencies that historically have been less susceptible to exchange
rate volatility. For the year ended 31 March 2024 and 2023, the
relevant hard currencies for the Group are US Dollar, Canadian
Dollar, Euro, Denmark Krona and Singaporean Dollar.
Global Ports Holding PLC and its
Subsidiaries
Consolidated statement of profit or
loss and other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
|
|
|
|
|
|
|
|
Revenue
|
4
|
|
193,577
|
|
213,596
|
|
Cost of sales
|
5
|
|
(98,088)
|
|
(149,881)
|
|
Gross profit
|
|
|
95,489
|
|
63,715
|
|
|
|
|
|
|
|
|
Other income
|
7
|
|
6,904
|
|
2,606
|
|
Selling and marketing expenses
|
|
|
(5,272)
|
|
(3,368)
|
|
Administrative expenses
|
6
|
|
(26,935)
|
|
(18,862)
|
|
Other expenses
|
7
|
|
(3,962)
|
|
(15,864)
|
|
Operating profit
|
|
|
66,224
|
|
28,227
|
|
|
|
|
|
|
|
|
Finance income
|
8
|
|
16,824
|
|
5,676
|
|
Finance costs
|
8
|
|
(75,837)
|
|
(47,718)
|
|
Net finance costs
|
|
|
(59,013)
|
|
(42,042)
|
|
|
|
|
|
|
|
|
Share of profit of equity-accounted investees
|
11
|
|
7,117
|
|
4,274
|
|
|
|
|
|
|
|
|
Profit / (Loss) before
tax
|
|
|
14,328
|
|
(9,541)
|
|
|
|
|
|
|
|
|
Tax expense
|
|
|
(4,023)
|
|
(1,008)
|
|
|
|
|
|
|
|
|
Profit / (Loss) for the
year
|
|
|
10,305
|
|
(10,549)
|
|
|
|
|
|
|
|
|
Profit / (Loss) for the year attributable to:
|
|
|
|
|
|
|
Owners of the Company
|
|
|
881
|
|
(24,998)
|
|
Non-controlling interests
|
|
|
9,424
|
|
14,449
|
|
|
|
|
10,305
|
|
(10,549)
|
|
The accompanying notes are an integral part of these
financial statements.
|
Note
|
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
|
|
|
|
|
|
Profit / (Loss) for the
year
|
|
|
10,305
|
|
(10,549)
|
Other
comprehensive income
|
|
|
|
|
|
Items that will not be reclassified
subsequently
to profit or loss
|
|
|
|
|
|
Remeasurement of defined benefit liability
|
|
|
(21)
|
|
(116)
|
Income tax relating to items that will not be reclassified
subsequently to profit or loss
|
|
|
4
|
|
23
|
|
|
|
(17)
|
|
(93)
|
Items that may be reclassified
subsequently
to profit or loss
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
(3,054)
|
|
(4,634)
|
Cash flow hedges - effective portion of changes in fair
value
|
13
|
|
(67)
|
|
142
|
Cash flow hedges – realized amounts transferred to income
statement
|
13
|
|
1
|
|
(113)
|
Equity accounted investees – share of OCI
|
|
|
(254)
|
|
88
|
Losses on a hedge of a net investment
|
13
|
|
(11,974)
|
|
--
|
|
|
|
(15,365)
|
|
(4,517)
|
Other comprehensive loss for the
year, net of income tax
|
|
|
(15,365)
|
|
(4,610)
|
Total comprehensive loss for the
year
|
|
|
(5,060)
|
|
(15,159)
|
|
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
Owners of the Company
|
|
|
(13,440)
|
|
(28,336)
|
Non-controlling interests
|
|
|
8,380
|
|
13,177
|
|
|
|
(5,060)
|
|
(15,159)
|
|
|
|
|
|
|
Basic and diluted earnings / (loss)
per share
(cents per share)
|
15
|
|
1.3
|
|
(39.8)
|
The accompanying notes are an integral part of these
financial statements.
Consolidated statement of financial
position
|
Note
|
|
As at 31 March
2024
(USD ‘000)
|
|
As at 31 March
2023
(USD ‘000)
|
|
Non-current assets
|
|
|
|
|
|
|
Property and equipment
|
9
|
|
118,835
|
|
116,180
|
|
Intangible assets
|
10
|
|
637,472
|
|
509,023
|
|
Right of use assets
|
17
|
|
77,108
|
|
77,408
|
|
Investment property
|
18
|
|
1,885
|
|
1,944
|
|
Goodwill
|
|
|
13,483
|
|
13,483
|
|
Equity-accounted investments
|
11
|
|
19,085
|
|
17,828
|
|
Due from related parties
|
19
|
|
9,876
|
|
9,553
|
|
Deferred tax assets
|
|
|
4,074
|
|
3,902
|
|
Other non-current assets
|
|
|
3,493
|
|
2,791
|
|
|
|
|
885,311
|
|
752,112
|
|
Current assets
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
30,516
|
|
23,650
|
|
Due from related parties
|
19
|
|
1,254
|
|
335
|
|
Other investments
|
|
|
59
|
|
65
|
|
Other current assets
|
|
|
4,671
|
|
4,650
|
|
Inventories
|
|
|
1,069
|
|
964
|
|
Prepaid taxes
|
|
|
1,329
|
|
623
|
|
Cash and cash equivalents
|
12
|
|
160,957
|
|
118,201
|
|
|
|
|
199,855
|
|
148,488
|
|
Total assets
|
|
|
1,085,166
|
|
900,600
|
|
|
|
|
|
|
|
|
Current liabilities
Loans and borrowings
|
14
|
|
59,093
|
|
66,488
|
|
Other financial liabilities
|
|
|
2,013
|
|
1,639
|
|
Trade and other payables
|
|
|
29,425
|
|
42,115
|
|
Due to related parties
|
19
|
|
4,329
|
|
4,907
|
|
Current tax liabilities
|
|
|
3,665
|
|
809
|
|
Provisions
|
|
|
10,843
|
|
13,740
|
|
|
|
|
109,368
|
|
129,698
|
|
Non-current liabilities
|
|
|
|
|
|
|
Loans and borrowings
|
14
|
|
838,449
|
|
605,954
|
|
Other financial liabilities
|
|
|
49,699
|
|
53,793
|
|
Trade and other payables
|
|
|
1,709
|
|
1,223
|
|
Due to related parties
|
19
|
|
14,849
|
|
24,923
|
|
Deferred tax liabilities
|
|
|
35,784
|
|
40,148
|
|
Provisions
|
|
|
10,228
|
|
9,161
|
|
Employee benefits
|
|
|
389
|
|
448
|
|
Derivative financial liabilities
|
|
|
--
|
|
(45)
|
|
|
|
|
951,107
|
|
735,605
|
|
Total liabilities
|
|
|
1,060,475
|
|
865,303
|
|
Net assets
|
|
|
24,691
|
|
35,297
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
13
|
|
985
|
|
811
|
|
Share premium
|
13
|
|
13,926
|
|
--
|
|
Legal reserves
|
13
|
|
6,024
|
|
6,014
|
|
Share based payment reserves
|
|
|
648
|
|
426
|
|
Hedging reserves
|
13
|
|
(43,531)
|
|
(43,211)
|
|
Translation reserves
|
13
|
|
29,116
|
|
43,100
|
|
Retained earnings
|
|
|
(58,576)
|
|
(73,283)
|
|
Equity attributable to equity
holders of the Company
|
|
|
(51,408)
|
|
(66,143)
|
|
Non-controlling interests
|
|
|
76,099
|
|
101,440
|
|
Total equity
|
|
|
24,691
|
|
35,297
|
|
The accompanying notes are an integral part of these
financial statements.
Consolidated statement of changes in
equity
(USD ‘000)
|
Notes
|
Share capital
|
Share Premium
|
Legal
reserves
|
Share based payment
reserves
|
Hedging reserves
|
Translation reserves
|
Retained earnings
|
Total
|
Non-controlling interests
|
Total
equity
|
Balance at 31 March 2023
|
|
811
|
--
|
6,014
|
426
|
(43,211)
|
43,100
|
(73,283)
|
(66,143)
|
101,440
|
35,297
|
Income / (loss) for the period
|
|
--
|
--
|
--
|
--
|
--
|
--
|
881
|
881
|
9,424
|
10,305
|
Other comprehensive (loss) / income for the period
|
|
--
|
--
|
--
|
--
|
(320)
|
(13,984)
|
(17)
|
(14,321)
|
(1,044)
|
(15,365)
|
Total comprehensive (loss) / income
for the period
|
|
--
|
--
|
--
|
--
|
(320)
|
(13,984)
|
864
|
(13,440)
|
8,380
|
(5,060)
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
Contribution and
distributions
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares
|
13
|
173
|
13,743
|
--
|
--
|
--
|
--
|
--
|
13,916
|
1,718
|
15,634
|
Equity settlement of share-based payments
|
|
1
|
183
|
--
|
(184)
|
--
|
--
|
--
|
--
|
--
|
--
|
Transfer
|
|
--
|
--
|
10
|
--
|
--
|
--
|
(10)
|
--
|
--
|
--
|
Dividends
|
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(8,187)
|
(8,187)
|
Equity settled share-based payment expenses
|
|
--
|
--
|
--
|
406
|
--
|
--
|
--
|
406
|
--
|
406
|
Total contributions and
distributions
|
|
174
|
13,926
|
10
|
222
|
--
|
--
|
(10)
|
14,322
|
(6,469)
|
7,853
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in ownership interest
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of NCI without a change in control
|
3
|
--
|
--
|
--
|
--
|
--
|
--
|
13,853
|
13,853
|
(27,253)
|
(13,400)
|
Total changes in ownership
interest
|
|
--
|
--
|
--
|
--
|
--
|
--
|
13,853
|
13,853
|
(27,253)
|
(13,400)
|
Total transactions with owners of
the Company
|
|
174
|
13,926
|
--
|
222
|
--
|
--
|
13,843
|
28,175
|
(33,722)
|
(5,546)
|
Balance at 31 March 2024
|
|
985
|
13,926
|
6,024
|
648
|
(43,531)
|
29,116
|
(58,576)
|
(51,408)
|
76,099
|
24,691
|
(USD ‘000)
|
Notes
|
Share capital
|
Legal
reserves
|
Share based payment
reserves
|
Hedging reserves
|
Translation reserves
|
Retained earnings
|
Total
|
Non-controlling interests
|
Total
equity
|
Balance at 31 March 2022
|
|
811
|
6,014
|
367
|
(43,328)
|
46,462
|
(48,192)
|
(37,866)
|
88,263
|
50,397
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / income for the period
|
|
--
|
--
|
--
|
--
|
--
|
(24,998)
|
(24,998)
|
14,449
|
(10,549)
|
Other comprehensive (loss) / income for the period
|
|
--
|
--
|
--
|
117
|
(3,362)
|
(93)
|
(3,338)
|
(1,272)
|
(4,610)
|
Total comprehensive (loss) / income
for the period
|
|
--
|
--
|
--
|
117
|
(3,362)
|
(25,091)
|
(28,336)
|
13,177
|
(15,159)
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company
|
|
|
|
|
|
|
|
|
|
|
Contribution and
distributions
|
|
|
|
|
|
|
|
|
|
|
Equity settled share-based payment expenses
|
|
--
|
--
|
59
|
--
|
--
|
--
|
59
|
--
|
59
|
Total contributions and distributions
|
|
--
|
--
|
59
|
--
|
--
|
--
|
59
|
--
|
59
|
Total transactions with owners of the Company
|
|
--
|
--
|
59
|
--
|
--
|
--
|
59
|
--
|
59
|
Balance at 31 March 2023
|
|
811
|
6,014
|
426
|
(43,211)
|
43,100
|
(73,283)
|
(66,143)
|
101,440
|
35,297
|
The accompanying notes are an integral part of these
financial statements.
Consolidated cash flow
statement
|
Note
|
Year ended
31 March 2024
(USD ‘000)
|
Year ended
31 March 2023
(USD ‘000)
|
Cash flows from operating
activities
|
|
|
|
Profit / (loss) for the year
|
|
10,305
|
(10,549)
|
Adjustments for:
|
|
|
|
Depreciation of Property and Equipment, Right of Use assets,
and amortization expense
|
9,10 17,18
|
35,034
|
27,277
|
Loss / (gain) on disposal of Property and
Equipment
|
9
|
8
|
(7)
|
Impairment losses on investments
|
|
--
|
659
|
Share of profit of equity-accounted investees, net of
tax
|
11
|
(7,117)
|
(4,274)
|
Finance costs (excluding foreign exchange
differences)
|
|
74,479
|
44,348
|
Finance income (excluding foreign exchange
differences)
|
|
(8,818)
|
(2,293)
|
Foreign exchange differences on finance costs and income,
net
|
|
(6,648)
|
(13)
|
Income tax expense
|
|
4,023
|
1,008
|
Employment termination indemnity reserve
|
|
43
|
103
|
Equity settled share-based payment expenses
|
|
407
|
59
|
Use of provision
|
|
1,047
|
2,095
|
Operating cash flow before changes
in operating assets and liabilities
|
|
102,763
|
58,413
|
Changes in:
|
|
|
|
- trade and other receivables
|
|
(6,866)
|
(2,502)
|
- other current assets
|
|
(1,771)
|
(1,921)
|
- related party receivables
|
|
(1,026)
|
546
|
- other non-current assets
|
|
(702)
|
(416)
|
- trade and other payables
|
|
(12,159)
|
4,748
|
- related party payables
|
|
(983)
|
2,826
|
- provisions
|
|
(3,021)
|
(310)
|
Cash generated from operations
before benefit and tax payments
|
|
76,235
|
61,384
|
Post-employment benefits paid
|
|
(42)
|
(77)
|
Income taxes paid
|
|
(4,728)
|
(1,430)
|
Net cash generated from operating
activities
|
|
71,465
|
59,877
|
Investing activities
|
|
|
|
Acquisition of property and equipment
|
9
|
(11,722)
|
(4,328)
|
Acquisition of intangible assets
|
10
|
(148,076)
|
(73,236)
|
Proceeds from sale of property and equipment
|
|
376
|
87
|
Bank interest received
|
|
8,600
|
1,757
|
Dividends from equity accounted investees
|
11
|
4,777
|
--
|
Acquisition of NCI
|
|
(13,400)
|
--
|
Advances given for fixed assets
|
|
(61)
|
(1,001)
|
Net cash used in investing
activities
|
|
(159,506)
|
(76,721)
|
Financing activities
|
|
|
|
Proceeds from issue of share capital
|
|
13,915
|
--
|
Net (repayments to)/proceeds received from related
parties
|
|
(12,058)
|
21,923
|
Dividends paid to NCIs
|
|
(8,187)
|
(1,123)
|
Interest paid
|
|
(51,924)
|
(33,085)
|
Proceeds from loans and borrowings
|
14
|
637,978
|
77,147
|
Repayment of borrowings
|
14
|
(439,245)
|
(19,915)
|
Payment of lease liabilities
|
14
|
(4,480)
|
(3,085)
|
Net cash from financing
activities
|
|
135,999
|
41,862
|
Net increase / (decrease) in cash
and cash equivalents
|
|
47,958
|
25,018
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
(5,202)
|
(6,504)
|
Cash and cash equivalents at
beginning of year
|
12
|
118,201
|
99,687
|
Cash and cash equivalents at end of
year
|
12
|
160,957
|
118,201
|
The accompanying notes are an integral part of these
financial statements.
1
Basis of preparation
Global Ports Holding PLC is a public company listed on the
standard segment of London Stock Exchange incorporated in the
United Kingdom and registered in England and Wales under the
Companies Act 2006. The address of the registered office is 35
Albemarle Street 3rd Floor, London W1S 4JD, United Kingdom. The
majority shareholder of the Company is Global Yatırım
Holding.
These consolidated financial statements of Global Ports
Holding PLC (the “Company”, and together with its subsidiaries, the
“Group”) for the year ended 31 March 2024 were authorised for issue
in accordance with a resolution of the directors on 10 July
2024.
These condensed Financial Statements for the year ended 31
March 2024 have been prepared in accordance with the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority.
They have been prepared in accordance with UK adopted International
Financial Reporting Standards (“IFRSs”) but do not comply with the
full disclosure requirements of these standards. The financial
information set out above does not constitute the company's
statutory accounts for the years ended 31 March 2024 or 31 March
2023.
Statutory financial statements for the year ended 31 March
2024, which have been prepared on a going concern basis, will be
delivered to the Registrar of Companies in due course.
Accounting policies
The accounting policies adopted of these Condensed Financial
Statements are consistent with those described on pages 135 – 156
of the Annual Report and Financial Statements for the year ended 31
March 2023.
The adoption of the amendments which are effective from 1
April 2023 has had no impact on the Group’s consolidated financial
position or performance of the Group as per management analysis
performed.
Going concern
The Group operates or has invested in 28 ports in 15
different countries and is focusing on increasing its number of
cruise ports in different geographical locations to support its
operations and diversify economic and political risks. As a
consequence, the Group management believes that the Group is well
placed to manage its business risks successfully despite the
current uncertain economic outlook.
The principal events and conditions identified by the Group
that have the most significant impact on the going concern of the
Group are:
(a) the passenger levels that will be observed during the
Going Concern assessment period of not less than 12 months from the
date of approval of these Report and Accounts and the associated
effect on Group revenues and cash position; and
(b) maintaining liquidity based on current facilities along
with covenant compliance on those facilities.
The Group’s results for fiscal year 2024 are above
expectations and budget approved at the beginning of fiscal year
2024, showing a strong operation during 2024.
During the year, the Group refinanced its mid-term financing
loan and raised additional debt to fund committed CAPEX for new
acquisitions. Maturities of the new financing arrangements and
current debts are long term. Group’s current loan maturities
averaged 13.5 years compared to last year’s average 8.4 years.
Considering the regular business cycle, current EBITDA level and
cash conversion of the Group, the repayment of the financing
through operational cash flows is expected. The details of Group’s
major loans given on note 14. As of reporting date, Group is
compliant with all covenants included on Group loans and Management
is confident that there is no risk of any breach of covenants in
the next 12 month period.
Group management believes that the Group is well placed to
manage its financing and other business risks satisfactorily and
have a reasonable expectation that the Group will have adequate
resources to continue in operation for at least 12 months from the
signing date of these consolidated financial statements. They
therefore consider it appropriate to adopt the going concern basis
of accounting in preparing the financial statements.
2 Segment
reporting
-
Products and services from which reportable segments derive
their revenues
The Group operates various cruise and commercial ports and
all revenue is generated from external customers such as cruise
liners, ferries, yachts, individual passengers, container ships and
bulk and general cargo ships.
-
Reportable segments
Operating segments are defined as components of an enterprise
for which discrete financial information is available that is
evaluated regularly by the chief operating decision-maker, in
deciding how to allocate resources and assessing
performance.
The Group presents its operations on a regional basis, with
each key region representing an individual operating segment with a
set of activities which generate revenue, and the financial
information of each region is reviewed by the Group’s chief
operating decision-maker in deciding how to allocate resources and
assess performance. The segment assessment of the Group has changed
during the fiscal year as a result of structural changes and
concentration of the investment of the Group to Cruise operations
and vertical integration of additional services within the Cruise
business. The Group has identified four key regions it operates as
segments; these are West Mediterranean, Central Mediterranean and
Northern Europe, Eastern
Mediterranean and Adriatic, and Americas. The Group’s chief
operating decision-maker is the Chief Executive Officer (“CEO”),
who reviews the management reports of each region at least on a
monthly basis.
The CEO evaluates segmental performance on the basis of
earnings before interest, tax, depreciation and amortisation
excluding the effects of specific adjusting income and expenses
comprising project expenses, bargain purchase gains and reserves,
board member leaving fees, employee termination payments,
unallocated expenses, finance income, finance costs, and including
the share of equity-accounted investments which are fully
integrated into GPH cruise port network (“Adjusted EBITDA” or
“Segmental EBITDA”). Adjusted EBITDA is considered by Group
management to be the most appropriate non-IFRS profit measure for
the review of the segment operations because it excludes items
which the Group does not consider to represent the operating cash
flows generated by underlying business performance. The share of
equity-accounted investees has been included as it is considered to
represent operating cash flows generated by the Group’s operations
that are structured in this manner.
The Group has the following operating segments under IFRS
8:
-
Western Mediterranean
& Atlantic region (“West Med”)
- BPI, Barcelona Cruise Port, Malaga
Cruise Port, Tarragona Cruise Port, Las Palmas, Alicante, Lisbon
Cruise Terminals, and SATS – Creuers Cruise Services Pte. Ltd.
(“Singapore Port”)
-
Central Mediterranean
and Northern Europe region (“Central Med”)
- VCP (“Valetta Cruise Port”), Travel
Shopping Ltd (“TSL”), POH, Cagliari Cruise Port, Catania Passenger
Terminal, Crotone Cruise Port, Taranto Cruise Port, Kalundborg
Cruise Port (“Kalundborg”), Bremerhaven Cruise Port
(“Bremerhaven”), Venezia Investimenti Srl. (“Venice Investment” or
“Venice Cruise Port”), and La Goulette Cruise Port.
-
Americas region
(“Americas”)
- Nassau Cruise Port (“NCP”), Antigua
Cruise Port (“GPH Antigua”), San Juan Cruise Port (“SJCP”), St.
Lucia Cruise Port and Prince Rupert Cruise Port
(“PRCP”).
-
Eastern Mediterranean
and Adriatic region (“East Med”)
- Ege Liman (“Ege Ports-Kuşadası”),
Bodrum Liman (“Bodrum Cruise Port”) and Zadar Cruise Port
(“ZIPO”).
-
Other operations
(“other”)
- Port of Adria (“Port of
Adria-Bar”), Global Ports Services Med, GP Med, Balearic Handling
SLA (“Balearic”), Shore Handling SLA (“Shore”), Ha Long management
contract and Pelican Peak; All except for Port of Adria-Bar are
part of vertical integration plans of the Group for the Cruise
business and not exceeding the quantitative threshold, have been
included in Other operations.
The Group’s reportable segments under IFRS 8 are West Med,
Central Med and Northern Europe, East Med, Americas, and
Other.
Global Liman, Global Ports Europe, GP Melita, GP Netherlands,
GPH Americas, GP Malta Finance, GPH Cruise Port Finance, Global
Ports Group Finance, GPDS and GPH Bahamas do not generate any
revenues and therefore is presented as unallocated to reconcile to
the consolidated financial statements results.
Management has decided to add North European Ports as part of
Central Mediterranean region, related reclassification presented on
comparative period.
Assets, revenue and expenses directly attributable to
segments are reported under each reportable segment.
Any items which are not attributable to segments have been
disclosed as unallocated.
-
Segment revenues, results and reconciliation to
profit before tax
The following is
an analysis of the Group’s revenue, results and reconciliation to
profit before tax by reportable segment:
USD ‘000
|
West Med
|
Central Med
|
East Med
|
Americas
|
Other
|
Total
|
Year ended 31 March 2024
|
|
|
|
|
|
|
Revenue
|
53,193
|
21,936
|
33,996
|
70,091
|
14,361
|
193,577
|
Segmental EBITDA
|
31,548
|
10,415
|
26,624
|
42,224
|
4,622
|
115,433
|
Unallocated expenses
|
|
|
|
|
|
(8,500)
|
Adjusted EBITDA
|
|
|
|
|
|
106,933
|
Reconciliation to loss before
tax
|
|
|
|
|
|
|
Depreciation and amortisation expenses
|
|
|
|
|
|
(35,034)
|
Specific adjusting items (*)
|
|
|
|
|
|
1,442
|
Finance income
|
|
|
|
|
|
16,824
|
Finance costs
|
|
|
|
|
|
(75,837)
|
Profit before income tax
|
|
|
|
|
|
14,328
|
Year ended 31 March 2023
|
|
|
|
|
|
|
Revenue
|
27,494
|
14,944
|
24,062
|
135,778
|
11,318
|
213,596
|
Segmental EBITDA
|
19,388
|
7,898
|
19,366
|
29,010
|
4,318
|
79,980
|
Unallocated expenses
|
|
|
|
|
|
(7,303)
|
Adjusted EBITDA
|
|
|
|
|
|
72,677
|
Reconciliation to loss before
tax
|
|
|
|
|
|
|
Depreciation and amortisation expenses
|
|
|
|
|
|
(27,277)
|
Specific adjusting items (*)
|
|
|
|
|
|
(12,899)
|
Finance income
|
|
|
|
|
|
5,676
|
Finance costs
|
|
|
|
|
|
(47,718)
|
Loss before income tax
|
|
|
|
|
|
(9,541)
|
(*) Please refer to glossary of
alternative performance measures (APM).
The Group did
not have inter-segment revenues in any of the periods shown
above.
-
Segment assets and liabilities
The following is
an analysis of the Group’s assets and liabilities by reportable
segment for the year ended:
USD ‘000
|
West Med
|
Central Med
|
East Med
|
Americas
|
Other
|
Total
|
31 March 2024
|
|
|
|
|
|
|
Segment assets
|
110,929
|
88,234
|
87,275
|
566,647
|
42,537
|
895,622
|
Equity-accounted investees
|
17,233
|
1,471
|
--
|
--
|
381
|
19,085
|
Unallocated assets
|
|
|
|
|
|
170,459
|
Total assets
|
|
|
|
|
|
1,085,166
|
|
|
|
|
|
|
|
Segment liabilities
|
74,785
|
60,030
|
13,637
|
495,026
|
27,853
|
671,331
|
Unallocated liabilities
|
|
|
|
|
|
389,144
|
Total liabilities
|
|
|
|
|
|
1,060,475
|
|
|
|
|
|
|
|
31 March 2023
|
|
|
|
|
|
|
Segment assets
|
116,001
|
88,131
|
46,248
|
419,143
|
49,394
|
718,917
|
Equity-accounted investees
|
15,893
|
1,528
|
--
|
--
|
407
|
17,828
|
Unallocated assets
|
|
|
|
|
|
163,855
|
Total assets
|
|
|
|
|
|
900,600
|
|
|
|
|
|
|
|
Segment liabilities
|
56,591
|
59,679
|
13,961
|
375,049
|
32,004
|
537,284
|
Unallocated liabilities
|
|
|
|
|
|
328,019
|
Total liabilities
|
|
|
|
|
|
865,303
|
-
Other segment information
The following
table details other segment information for the year
ended:
USD ‘000
|
West Med
|
Central Med
|
East Med
|
Americas
|
Other
|
Unallocated
|
Total
|
Year ended 31 March 2024
|
|
|
|
|
|
|
|
Share of profit of equity accounted investees
|
7,178
|
(33)
|
--
|
(28)
|
--
|
--
|
7,117
|
Interest income
|
6
|
--
|
(35)
|
12
|
19
|
8,816
|
8,818
|
Interest expense
|
(1,287)
|
(1,595)
|
(965)
|
(18,230)
|
(1,875)
|
(41,748)
|
(65,700)
|
Income tax expense
|
(2,196)
|
(1,751)
|
66
|
35
|
(220)
|
43
|
(4,023)
|
Depreciation and amortisation expenses
|
(11,794)
|
(4,001)
|
(4,500)
|
(11,652)
|
(2,910)
|
(177)
|
(35,034)
|
Additions to non-current assets
(*)
|
|
|
|
|
|
|
|
- Capital expenditures (**)
|
15,597
|
2,396
|
40,603
|
100,809
|
1,437
|
(44)
|
160,798
|
Total additions to non-current
assets (*)
|
15,597
|
2,396
|
40,603
|
100,809
|
1,437
|
(44)
|
160,798
|
|
|
|
|
|
|
|
|
Year ended 31 March 2023
|
|
|
|
|
|
|
|
Share of profit of equity accounted investees
|
4,340
|
(22)
|
--
|
(44)
|
--
|
--
|
4,274
|
Interest income
|
6
|
3
|
107
|
39
|
124
|
2,015
|
2,294
|
Interest expense
|
(986)
|
(1,879)
|
(955)
|
(5,995)
|
(1,290)
|
(29,422)
|
(40,527)
|
Income tax expense
|
(438)
|
(874)
|
1,121
|
--
|
(379)
|
(438)
|
(1,008)
|
Depreciation and amortisation expenses
|
(11,368)
|
(3,723)
|
(3,058)
|
(6,173)
|
(2,766)
|
(189)
|
(27,277)
|
Additions to non-current assets
(*)
|
|
|
|
|
|
|
|
- Capital expenditures (**)
|
1,369
|
706
|
457
|
98,111
|
194
|
73
|
100,910
|
Total additions to non-current
assets (*)
|
1,369
|
706
|
457
|
98,111
|
194
|
73
|
100,910
|
(*)
Non-current
assets exclude those relating to deferred tax assets and financial
instruments (including equity-accounted investees).
(**) Total
Capital expenditures on non-current assets includes prepayments
into fixed assets.
-
Geographical information
The Port operations of the Group are managed on a worldwide
basis, but operational ports and management offices are primarily
in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua &
Barbuda, Italy, Denmark, Puerto Rico and Croatia. The geographic
information below analyses the Group’s revenue and non-current
assets by countries. In presenting the following information,
segment revenue has been based on the geographic location of port
operations and segment non-current assets were based on the
geographic location of the assets.
Revenue
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Spain
|
58,227
|
|
30,303
|
Bahamas
|
55,877
|
|
129,651
|
Turkey
|
33,198
|
|
23,482
|
Malta
|
16,245
|
|
11,996
|
Montenegro
|
9,327
|
|
8,510
|
Antigua & Barbuda
|
9,275
|
|
6,127
|
Italy
|
5,542
|
|
2,765
|
Puerto Rico
|
4,256
|
|
--
|
Croatia
|
798
|
|
580
|
Canada
|
683
|
|
--
|
Denmark
|
149
|
|
182
|
|
193,577
|
|
213,596
|
Non-current
assets
|
As at
31 March 2024
(USD ‘000)
|
|
As at
31 March 2023
(USD ‘000)
|
Bahamas
|
354,418
|
|
353,013
|
Spain
|
103,659
|
|
99,125
|
Malta
|
103,032
|
|
104,732
|
Puerto Rico
|
93,508
|
|
--
|
Turkey
|
77,294
|
|
40,790
|
Antigua & Barbuda
|
60,210
|
|
61,746
|
Montenegro
|
51,348
|
|
52,793
|
UK
|
10,368
|
|
9,553
|
Italy
|
4,455
|
|
5,136
|
Croatia
|
2,171
|
|
2,333
|
Denmark
|
1,040
|
|
1,091
|
Canada
|
633
|
|
70
|
St. Lucia
|
15
|
|
--
|
Unallocated
|
23,160
|
|
21,730
|
|
885,311
|
|
752,112
|
Non-current assets relating to deferred tax assets and
financial instruments (including equity-accounted investments) are
presented as unallocated.
-
Information about major customers
IFRIC 12 construction revenue relates to ongoing construction
at Nassau Cruise Port, Tarragona Cruise Port and Cruise Ports in
Canary Islands. Excluding IFRIC 12 revenue, the Group did not have
a single customer that accounted for more than 10% of the Group's
consolidated revenue in any of the periods presented.
3
Transactions with owners of the Company
Acquisition
of non-controlling interest without a change in control
-
Barcelona Ports Investment Minority Acquisition
The Group acquired minority shares of BPI at 17 October 2023.
38% of total shares of BPI were acquired by Cruise Port Finance
Ltd. Total consideration paid for 38% shares amounted to USD 13,400
thousand. Minority interest regarding this 38% shares of Malaga
Port as of 30 September 2023 was 21,903 thousand, resulting an
increase in retained earnings attributable to equity holder of the
company by USD 8,503 thousand.
-
Ege Port Share Capital Increase
The Group reached an agreement with Turkish authorities to
extend its concession agreement for Ege Port, Kusadasi in May 2023.
In exchange for the extension of the existing concession agreement,
Ege Port has paid an upfront concession fee of TRY 725.4 million
(USD 38 million). The upfront concession fee has been funded by a
capital increase at Ege Port. This capital increase was provided by
GPH only, as a result, GPH’s equity stake in Ege Port has increased
to 90.5% (from 72.5%). Minority portion transferred during this
transaction amounted to USD 5,350 thousand, resulting a decrease in
minority portion and increase in Retained earnings by same
amount.
4 Revenue
For the year ended 31 March 2024 and 31 March 2023, revenue
comprised the following:
|
West Med
|
|
Central Med
|
|
East Med
|
|
Americas
|
|
Other
|
|
Consolidated
|
(USD ‘000)
|
2024
|
2023
|
|
2024
|
2023
|
|
2024
|
2023
|
|
2024
|
2023
|
|
2024
|
2023
|
|
2024
|
2023
|
Point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cargo Handling revenues
|
--
|
--
|
|
--
|
--
|
|
--
|
--
|
|
--
|
--
|
|
8,829
|
7,927
|
|
8,829
|
7,927
|
Primary Port operations
|
34,122
|
22,657
|
|
13,631
|
8,512
|
|
26,476
|
18,307
|
|
57,033
|
38,476
|
|
280
|
292
|
|
131,542
|
88,244
|
Ancillary port service revenues
|
2,609
|
2,049
|
|
738
|
384
|
|
2,070
|
1,647
|
|
1,127
|
635
|
|
4,516
|
2,652
|
|
11,060
|
7,367
|
Destination service revenues
|
55
|
27
|
|
763
|
693
|
|
11
|
1
|
|
1,254
|
--
|
|
--
|
--
|
|
2,083
|
721
|
Other ancillary revenues
|
554
|
461
|
|
465
|
424
|
|
574
|
657
|
|
975
|
120
|
|
708
|
429
|
|
3,276
|
2,091
|
Over time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Area Management revenues
|
2,288
|
1,532
|
|
6,339
|
4,748
|
|
4,865
|
3,450
|
|
2,429
|
1,057
|
|
28
|
18
|
|
15,949
|
10,805
|
IFRIC 12 Construction revenue
|
13,565
|
951
|
|
--
|
--
|
|
--
|
--
|
|
7,273
|
95,490
|
|
--
|
--
|
|
20,838
|
96,441
|
Total Revenues as reported in note
2
|
53,193
|
27,677
|
|
21,936
|
14,761
|
|
33,996
|
24,062
|
|
70,091
|
135,778
|
|
14,361
|
11,318
|
|
193,577
|
213,596
|
The following table provides information about receivables,
contract assets and contract liabilities from contracts with
customers;
Revenue
|
Year ended
31 March 2024
(USD ‘000)
|
|
Year ended
31 March 2023
(USD ‘000)
|
Receivables, which are included in ‘trade and other
receivables’
|
22,372
|
|
14,380
|
Contract assets
|
--
|
|
411
|
Contract liabilities
|
(1,210)
|
|
(896)
|
|
21,162
|
|
13,895
|
The contract assets primarily relate to the Group’s rights to
consideration for work completed but not billed at the reporting
date on Commercial services provided to vessels and management
agreements. The contract assets are transferred to receivables when
the rights become unconditional. This occurs when the Group issues
an invoice to the customer.
The contract liabilities primarily relate to the advance
consideration received from customers for services not yet
provided. These amounts will be recognised as revenue when the
services has provided to customers and billed, which based on the
nature of the business is less than a one week period.
The amount of USD 896 thousand recognised in contract
liabilities at the beginning of the period has been recognised as
revenue for the period ended 31 March 2024. The contract
liabilities amounting to USD 1,210 thousand will be recognised as
revenue during the year ending 31 March 2025.
No information is provided about remaining performance
obligations at 31 March 2024 that have an original expected
duration of one year or less, as allowed by IFRS 15.
5
Cost of sales
For the year ended 31 March 2024 and 31 March 2023, cost of
sales comprised the following:
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
IFRIC-12 Construction expenses
|
20,426
|
|
94,512
|
Depreciation and amortization expenses
|
32,435
|
|
24,698
|
Personnel expenses (*)
|
18,728
|
|
12,728
|
Security expenses
|
6,290
|
|
3,823
|
Insurance expense
|
3,752
|
|
3,593
|
Commission fees to government authorities and pilotage
expenses
|
3,738
|
|
2,772
|
Repair and maintenance expenses
|
3,153
|
|
1,765
|
Cost of inventories sold
|
2,421
|
|
1,676
|
Replacement provision
|
716
|
|
585
|
Other expenses
|
6,429
|
|
3,729
|
Total
|
98,088
|
|
149,881
|
* 6,071 thousand USD (2023: 4,248 thousand USD) of total
personnel expenses are related to outsourced personnel
expenses.
6
Administrative
expenses
For the year ended 31 March 2024 and 31 March 2023, administrative
expenses comprised the following:
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Personnel expenses
|
12,037
|
|
9,226
|
Depreciation and amortization expenses
|
2,598
|
|
2,577
|
Consultancy expenses
|
5,797
|
|
2,926
|
Representation and travel expenses
|
1,325
|
|
475
|
Other expenses
|
5,178
|
|
3,658
|
Total
|
26,935
|
|
18,862
|
The analysis of the auditor’s remuneration is as
follows:
|
2024
USD ‘000 |
|
2023
USD ‘000 |
Fees payable to PKF Littlejohn LLP
and their associates for the audit of the company’s annual
accounts |
526
|
|
425
|
Fees payable to PKF Littlejohn LLP
and their associates for the audit of the company’s
subsidiaries |
231
|
|
215
|
Total audit fees |
757
|
|
640 |
-
Audit-related assurance services
PKF Littlejohn LLP and their associates |
88
|
|
83 |
Total non-audit fees |
88
|
|
83 |
Total fees |
845
|
|
723
|
7
Other income and other expenses
During the year ended 31 March 2024 and 31 March 2023, other
income comprised the following:
|
2024
USD’000
|
|
2023
USD’000
|
IFRS 16 gain from concession fee waivers
|
163
|
|
600
|
Foreign currency income from operations
|
1,953
|
|
--
|
Income from legal proceeds *
|
1,380
|
|
--
|
Concession related relief **
|
2,396
|
|
1,472
|
Income from reversal of replacement provision
|
286
|
|
287
|
Other
|
726
|
|
247
|
Total
|
6,904
|
|
2,606
|
* One of the Group’s subsidiaries has taken over additional
area as part of concession as a result of legal process.
** Expense net off on concession fee is given by Port
Authority of Antigua (2023: Italian and Spanish governments
provided non-reimbursable Covid-19 support payments).
During the year ended 31 March 2024 and 31 March 2023, other
expenses comprised the following:
|
2024
USD’000
|
|
2023
USD’000
|
Project expenses
|
(77)
|
|
11,541
|
Foreign currency losses from operations
|
662
|
|
1,839
|
Indemnity payments
|
83
|
|
80
|
Impairment loss on Equity Accounted investments
|
--
|
|
659
|
Other
|
3,294*
|
|
1,745
|
Total
|
3,962
|
|
15,864
|
* 2,819 thousand USD of this balance is related to opening
ceremony expenses made by Nassau Cruise Port in May
2023.
8
Finance income and costs
During the year ended 31 March 2024 and 31 March 2023,
finance income comprised the following:
Finance income
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Other foreign exchange gains
|
8,006
|
|
3,382
|
Interest income on related parties
|
216
|
|
527
|
Interest income on banks and others
|
8,548
|
|
1,587
|
Interest income from housing loans
|
(3)
|
|
4
|
Other interest income
|
57
|
|
176
|
Total
|
16,824
|
|
5,676
|
The income from financial instruments within the category
financial assets at amortized cost is USD 8,761 thousand (31 March
2023: USD 2,118 thousand). Income from financial instruments within
the category fair value through profit and loss is USD 55 thousand
(31 March 2023: USD 165 thousand).
For the year ended 31 March 2024 and 31 March 2023, finance
costs comprised the following:
Finance costs
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Interest expense on loans and borrowings
|
58,550
|
|
34,740
|
Foreign exchange losses on other loans and
borrowings
|
864
|
|
1,058
|
Interest expense on leases
|
4,261
|
|
3,756
|
Foreign exchange losses on equity translation *
|
450
|
|
412
|
Other foreign exchange losses
|
44
|
|
1,899
|
Loan commission expenses **
|
8,673
|
|
3,303
|
Unwinding of provisions during the year
|
415
|
|
333
|
Letter of guarantee commission expenses
|
16
|
|
462
|
Other interest expenses
|
2,474
|
|
1,698
|
Other costs
|
90
|
|
57
|
Total
|
75,837
|
|
47,718
|
* Ege Ports and Bodrum Cruise Port have functional currency
of USD while their books are required to be kept as per Turkish
Companies Law “VUK 213” article 215 in TL. All equity transactions
are made in TL and transaction during the year are being translated
to USD resulting in foreign exchange differences in profit or
loss.
** As of 31 March 2024, USD 7,055 thousand is related to
prepayment penalty for early payment of SSP loan.
The interest expense for financial liabilities not classified
as fair value through profit or loss is USD 62,811 thousand (31
March 2023: USD 38,496 thousand).
9 Property
and equipment
Movements of property and equipment for the year ended 31
March 2024 compromised the following:
USD ‘000
|
Cost
|
31 March 2023
|
Additions
|
Disposals
|
Transfers
|
Currency translation
differences
|
31 March 2024
|
Leasehold improvements
|
131,770
|
4,507
|
--
|
--
|
(549)
|
135,728
|
Machinery and equipment
|
21,931
|
3,818
|
(20)
|
(28)
|
(171)
|
25,530
|
Motor vehicles
|
12,481
|
729
|
(313)
|
28
|
102
|
13,027
|
Furniture and fixtures
|
11,971
|
936
|
(77)
|
(29)
|
152
|
12,953
|
Construction in progress
|
9,772
|
1,730
|
(139)
|
29
|
(11)
|
11,381
|
Land improvement
|
95
|
2
|
(9)
|
--
|
--
|
88
|
Total
|
188,020
|
11,722
|
(558)
|
--
|
(477)
|
198,707
|
|
|
|
|
|
|
|
Accumulated depreciation
|
31 March 2023
|
Depreciation expense
|
Disposals
|
Transfers
|
Currency translation
differences
|
31 March 2024
|
Leasehold improvements
|
43,949
|
4,621
|
(33)
|
--
|
(141)
|
48,396
|
Machinery and equipment
|
10,035
|
1,590
|
(19)
|
--
|
(79)
|
11,527
|
Motor vehicles
|
10,636
|
1,036
|
(10)
|
--
|
--
|
11,662
|
Furniture and fixtures
|
7,145
|
907
|
(77)
|
--
|
239
|
8,214
|
Land improvement
|
75
|
2
|
(4)
|
--
|
--
|
73
|
Total
|
71,840
|
8,156
|
(143)
|
--
|
19
|
79,872
|
Net book value
|
116,180
|
|
|
|
|
118,835
|
Movements of property and equipment for the year ended 31
March 2023 comprised the following:
USD ‘000
|
Cost
|
31 March 2022
|
Additions
|
Disposals
|
Transfers
|
Currency translation
differences
|
31 March 2023
|
Leasehold improvements
|
132,619
|
411
|
(300)
|
752
|
(1,712)
|
131,770
|
Machinery and equipment
|
20,797
|
1,511
|
(163)
|
219
|
(433)
|
21,931
|
Motor vehicles
|
12,146
|
366
|
(25)
|
--
|
(6)
|
12,481
|
Furniture and fixtures
|
11,267
|
870
|
(22)
|
33
|
(177)
|
11,971
|
Construction in progress
|
9,596
|
1,166
|
--
|
(1,004)
|
14
|
9,772
|
Land improvement
|
91
|
4
|
--
|
--
|
--
|
95
|
Total
|
186,516
|
4,328
|
(510)
|
--
|
(2,314)
|
188,020
|
|
|
|
|
|
|
|
Accumulated depreciation
|
31 March 2022
|
Depreciation expense
|
Disposals
|
Transfers
|
Currency translation
differences
|
31 March 2023
|
Leasehold improvements
|
39,977
|
4,339
|
(121)
|
--
|
(246)
|
43,949
|
Machinery and equipment
|
8,900
|
1,342
|
(55)
|
--
|
(152)
|
10,035
|
Motor vehicles
|
9,670
|
1,007
|
(38)
|
--
|
(3)
|
10,636
|
Furniture and fixtures
|
6,487
|
729
|
(14)
|
--
|
(57)
|
7,145
|
Land improvement
|
71
|
4
|
--
|
--
|
--
|
75
|
Total
|
65,105
|
7,421
|
(228)
|
--
|
(458)
|
71,840
|
Net book value
|
121,411
|
|
|
|
|
116,180
|
As at 31 March 2024, the net book value of furniture fixture
purchased through leasing amounted to USD 391 thousand (31 March
2023: nil), and the net book value of motor vehicles purchased
through leasing amounted to USD 483 thousand (31 March 2023: USD
1,321 thousand). In 2024, the Group acquired machinery and
equipment amounting to USD 0 thousand through finance leases (31
March 2023: USD 14 thousand).
As at 31 March 2024 and 31 March 2023, according to the
“TOORA” and “BOT” tender agreements signed with the related
Authorities, at the end of the agreement periods, real estate with
their capital improvements will be returned as running, clean, free
of any liability and free of charge.
During the year ended 31 March 2024 and 31 March 2023, no
borrowing costs were capitalised into property and
equipment.
As at 31 March 2024, the insured amount of property and
equipment amounts to USD 688,337 thousand (31 March 2023: USD
373,200 thousand).
As at 31 March 2024, USD 6,041 thousand, USD 2,115 thousand
are recognized in cost of sales and general and administrative
expenses, respectively (31 March 2023: USD 5,676 and USD 1,744
thousand, respectively)
10 Intangible
assets
Movements of intangible assets for the year ended 31 March 2024
comprised the following: Intangible assets
USD ‘000
|
|
|
|
|
|
Cost
|
31 March 2023
|
Additions
|
Disposal
|
Currency translation
differences
|
31 March 2024
|
Port operation rights
|
640,848
|
153,058
|
--
|
(2,130)
|
791,776
|
Customer relationships
|
5,366
|
--
|
--
|
(11)
|
5,355
|
Software
|
640
|
--
|
--
|
(4)
|
636
|
Other intangibles
|
1,166
|
158
|
(21)
|
459
|
1,762
|
Total
|
648,020
|
153,216
|
(21)
|
(1,686)
|
799,529
|
|
|
|
|
|
|
Accumulated amortization
|
31 March 2023
|
Amortisation expense
|
Disposal
|
Currency translation
differences
|
31 March 2024
|
Port operation rights
|
133,106
|
23,284
|
(51)
|
(861)
|
155,478
|
Customer relationships
|
4,377
|
146
|
--
|
(4)
|
4,519
|
Software
|
596
|
15
|
--
|
(5)
|
606
|
Other intangibles
|
918
|
94
|
--
|
442
|
1,454
|
Total
|
138,997
|
23,539
|
(51)
|
(428)
|
162,057
|
Net book value
|
509,023
|
|
|
|
637,472
|
Movements of
intangible assets for the year ended 31 March 2023 compromised the
following:
USD ‘000
|
|
|
|
|
|
Cost
|
31 March 2022
|
Additions
|
Disposal
|
Currency translation
differences
|
31 March 2023
|
Port operation rights
|
533,150
|
119,279
|
(5,561)
|
(6,020)
|
640,848
|
Customer relationships
|
5,402
|
--
|
--
|
(36)
|
5,366
|
Software
|
626
|
28
|
--
|
(14)
|
640
|
Other intangibles
|
1,097
|
124
|
(1)
|
(54)
|
1,166
|
Total
|
540,275
|
119,431
|
(5,562)
|
(6,124)
|
648,020
|
|
|
|
|
|
|
Accumulated amortisation
|
31 March 2022
|
Amortisation expense
|
Disposal
|
Currency translation
differences
|
31 March 2023
|
Port operation rights
|
123,561
|
16,315
|
(5,109)
|
(1,661)
|
133,106
|
Customer relationships
|
4,237
|
141
|
--
|
(1)
|
4,377
|
Software
|
593
|
17
|
--
|
(14)
|
596
|
Other intangibles
|
913
|
50
|
(1)
|
(44)
|
918
|
Total
|
129,304
|
16,523
|
(5,110)
|
(1,720)
|
138,997
|
Net book value
|
410,971
|
|
|
|
509,023
|
The details of Port operation rights as at 31 March 2024 and
31 March 2023 are as follows:
|
As at 31 March 2024
|
As at 31 March 2023
|
USD ‘000
|
Carrying Amount
|
Remaining Amortisation
Period
|
Carrying Amount
|
Remaining Amortisation
Period
|
Creuers del Port de Barcelona
|
56,443
|
75 months
|
66,217
|
87 months
|
Cruceros Malaga
|
8,320
|
101 months
|
8,865
|
113 months
|
Valletta Cruise Port
|
53,673
|
512 months
|
55,366
|
524 months
|
Port of Adria
|
12,406
|
237 months
|
13,137
|
249 months
|
Tarragona Cruise Port
|
5,442
|
120 months
|
671
|
132 months
|
Global Ports Canary Islands
|
12,544
|
465 months
|
5,021
|
477 months
|
GPH Alicante
|
2,408
|
168 months
|
1,059
|
180 months
|
Ege Ports
|
44,142
|
108 months
|
8,533
|
120 months
|
Bodrum Cruise Port
|
2,257
|
528 months
|
2,308
|
540 months
|
Nassau Cruise Port
|
344,662
|
281 months
|
344,080
|
293 months
|
Cagliari Cruise Port
|
833
|
33 months
|
1,144
|
45 months
|
Catania Cruise Port
|
1,073
|
45 months
|
1,339
|
57 months
|
San Juan Cruise Port
|
92,095
|
298 months
|
--
|
--
|
All port operating rights have arisen as a result of IFRS 3
Business combinations, except Barcelona Port Investments, Catania
Cruise Port, Nassau Cruise Port, Tarragona, Canary Islands,
Alicante, and San Juan Cruise Port which arose as a result of
applying IFRIC 12. Each port represents a separate CGU as per IAS
36.
For the year ended 31 March 2024, borrowing costs amounting
to USD 2,817 thousand have been capitalized into intangible assets
(2023: USD 16,483 thousand).
As of 31 March 2024, USD 26,394 thousand and USD 483 thousand
are recognized in Cost of sales and general administrative
expenses, respectively (31 March 2023: USD 19,022 thousand and USD
833 thousand, respectively).
USD 14,444 thousand project expenses directly attributable to
the creation of the port right have been capitalized as part of the
port operating rights (2023: nil).
Recoverability of intangible
assets
Management makes regular checks on internal and external
impairment indicators. During fiscal year ended 31 March 2024 and
as of this report date, Management did not note any internal or
external indicators triggering a detailed impairment review. Based
on the FY2024 performance of the Group companies, passenger and
call numbers exceeded those achieved in prior year, the last
comparative year of 2019 being last full operations year before
Covid-19, and management forecasts, and all tariffs and operational
revenues were either at the same level or higher compared to
aforementioned periods. Management is confident on the carrying
amounts of its subsidiaries being fully recoverable, with no
impairment of any assets being deemed necessary.
11 Equity-accounted
investments
The nature of the operations and the locations of the
equity-accounted investees of the Company are listed
below:
Equity-accounted
investees
|
|
Locations
|
Operations
|
LCT - Lisbon Cruise Terminals, LDA (“LCT”)
|
|
Portugal
|
Port operations
|
SATS – Creuers Cruise Services Pte. Ltd. (“Singapore
Port”)
|
|
Singapore
|
Port operations
|
Venezia Investimenti Srl. (“Venice Investment”)
|
|
Italy
|
Port investments
|
Goulette Cruise Holding Ltd. (“La Goulette”)
|
|
UK
|
Port investments
|
Pelican Peak Investments Inc (“Pelican Peak”)
|
|
Canada
|
Ancillary services
|
Lisbon Cruise Terminals
The Group has entered into the concession agreement of Lisbon
Cruise Port within the framework of a public-service concession on
18 July 2014 as part of the consortium comprising Global Liman,
RCCL, Creuers and Group Sousa – Investimentos SGPS, LDA. The
operation right of Lisbon Cruise Port has been transferred by the
Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which
was established by the Consortium on 26 August 2014. The Group has
a 50% effective interest in Lisbon Cruise Terminals as at 31 March
2024, hence the Group can only appoint a minority of Directors to
the Board and therefore does not have control over the entity.
Lisbon Cruise Terminals has been recognised as an equity-accounted
investee in the consolidated financial report as at and for the
periods ended 31 March 2024 and 2023.
Singapore Port
Barcelona Port Investments, S.L (“BPI”) was established as a joint
venture between the Group and Royal Caribbean Cruises Ltd. (“RCCL”)
on 26 July 2013 for the purpose of acquiring Creuers. GPH CPF has
62% ownership in BPI. Creuers holds a 100% interest in the port
operation rights for the Barcelona cruise port, as well as an 100%
interest in the port operation rights for the Malaga cruise port
and a 40% interest in the port operation rights for the Singapore
cruise port. Singapore cruise port has a fiscal year starting from
1 April and ending on 31 March. The effective interest held on
Singapore cruise port is 40%. Singapore has been recognised as an
equity-accounted investee in the consolidated financial report as
at and for the period ended 31 March 2024 (31 March 2023:
24.8%).
Venice Investment
Venezia Investimenti Srl is an international consortium
formed for investing in Venezia Terminal Passegeri S.p.A (“VTP”).
The international consortium formed as a joint venture by GPH,
Costa Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd
each having a 25% share of the Company.
Goulette Cruise Holding
Goulette Cruise Holding is a joint venture established
50%-50% between the Company and MSC Cruises S.A. ("MSC"), to
acquire La Goulette Shipping Cruise, which operates the cruise
terminal in La Goulette, Tunisia. The Company made a share capital
contribution for its 50% shareholding amounting to €55 thousand and
issued a loan of $6m in December 2019 to fund the acquisition of La
Goulette Shipping Cruise proportionately to its share. The joint
venture acquired the shares in La Goulette Shipping Cruise on 26
December 2019.
Pelican Peak
The Group invested in Pelican Peak, a company established in
Canada and operating in the Caribbean region to provide ancillary
services to cruise passengers. The investment in Pelican Peak
shares were made as part of the Group’s plans to integrate its
services vertically and increase ancillary service opportunities of
the Group.
Impairment analysis
The nature of and changes in the risks associated with
investments in associates, including internal and external
indicators have been assessed and determined not to result in an
impairment indicator.
For the year ended 31 March
2024
At 31 March 2024, Venezia Investimenti, Lisbon Cruise
Terminals, Goulette Cruise Holding, Singapore Port and Pelican Peak
are equity-accounted investees in which the Group
participates.
The following table summarises the financial information of
Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise
Terminals, Singapore Port and Pelican Peak as included in the
consolidated financial statements as at 31 March 2024. The table
also reconciles the summarised financial information to the
carrying amount of the Group’s interest in Lisbon Cruise Terminals
and Singapore Port.
SATS Creuers distributed dividends during fiscal year 2024
total amounting SGD 16,000 thousand (USD 11,957 thousand), Creuers’
portion was USD 4,777 thousand.
USD’000
|
Pelican Peak
|
Goulette Cruise Holding
|
Venezia Investimenti
|
Lisbon Cruise Terminals
|
Singapore Port
|
Percentage
ownership interest
|
10.23%
|
50.00%
|
25.00%
|
50.00%
|
40.00%
|
Non-current assets
|
4,641
|
--
|
12,980
|
23,730
|
8,118
|
Current assets
|
--
|
--
|
2,855
|
3,935
|
23,965
|
Non-current liabilities
|
(474)
|
--
|
(9,872)
|
(2,835)
|
(3,519)
|
Current liabilities
|
(444)
|
--
|
(81)
|
(5,197)
|
(10,023)
|
Net assets (100%)
|
3,723
|
--
|
5,882
|
19,633
|
18,541
|
Group’s share of net assets
|
381
|
--
|
1,471
|
9,817
|
7,416
|
Carrying amount of interest in
equity-accounted investees
|
381
|
--
|
1,471
|
9,817
|
7,416
|
Revenue
|
--
|
--
|
--
|
10,320
|
37,222
|
Expenses
|
(270)
|
--
|
(132)
|
(7,005)
|
(23,425)
|
Profit and total comprehensive income for the year
(100%)
|
(270)
|
--
|
(132)
|
3,315
|
13,797
|
Group’s share of profit and total
comprehensive income
|
(27)
|
-- (*)
|
(33)
|
1,658
|
5,519
|
(*) The
Group has no obligation to fund Goulette's operations nor has it
made payments on behalf of Goulette. The Group’s interest in
Goulette is reduced to zero, and the yearly result recognized is
the balance nullifying the equity. Net equity of Goulette Cruise
Holding was losses of USD 1,429 thousand as of 31 March 2024 (31
March 2023: losses of USD 1,063 thousand).
As at 31 March 2024, the amounts in the above table include
the following:
USD ‘000
|
Pelican Peak
|
Goulette Cruise Holding
|
Venezia Investimenti
|
Lisbon Cruise Terminals
|
Singapore Port
|
Cash and cash equivalents
|
--
|
4
|
2,749
|
2,548
|
20,180
|
Non-current financial liabilities (excluding trade and other
payables and provisions)
|
(474)
|
(18,673)
|
---
|
(2,653)
|
(3,162)
|
Current financial liabilities (excluding trade and other
payables and provisions)
|
--
|
--
|
--
|
(1,736)
|
(1,255)
|
Interest income
|
--
|
728
|
--
|
22
|
158
|
Depreciation and amortisation
|
--
|
--
|
--
|
1,247
|
2,814
|
Interest expense
|
(32)
|
(723)
|
--
|
(350)
|
--
|
Income tax expense
|
--
|
--
|
--
|
(1,149)
|
2,931
|
For the year ended 31 March 2024, the Group’s share of profit
and total comprehensive income is set out below:
|
Net profit / (loss)
(USD ‘000)
|
Singapore Port
|
5,519
|
Venezia Investimenti
|
(33)
|
Pelican Peak
|
(27)
|
Goulette Cruise Holding
|
--
|
Lisbon Cruise Terminals
|
1,658
|
Group’s share of profit / (loss) and
total comprehensive income
|
7,117
|
For the year ended 31 March
2023
At 31 March 2023, Venezia Investimenti, Lisbon Cruise
Terminals, Goulette Cruise Holding, Singapore Port and Pelican Peak
are equity-accounted investees in which the Group
participates.
The following table summarises the financial information of
Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise
Terminals, Singapore Port and Pelican Peak as included in the
consolidated financial statements as at 31 March 2023. The table
also reconciles the summarised financial information to the
carrying amount of the Group’s interest in Lisbon Cruise Terminals
and Singapore Port.
USD’000
|
Pelican Peak
|
Goulette Cruise Holding
|
Venezia Investimenti
|
Lisbon Cruise Terminals
|
Singapore Port
|
Percentage
ownership interest
|
10.23%
|
50.00%
|
25.00%
|
50.00%
|
40.00%
|
Non-current assets
|
4,821
|
14,208
|
13,083
|
25,590
|
8,568
|
Current assets
|
(1)
|
3,665
|
3,082
|
3,331
|
20,747
|
Non-current liabilities
|
(471)
|
(18,673)
|
(9,951)
|
(8,642)
|
(4,653)
|
Current liabilities
|
(369)
|
(300)
|
(101)
|
(2,310)
|
(7,398)
|
Net assets (100%)
|
3,980
|
(1,100)
|
6,113
|
17,969
|
17,264
|
Group’s share of net assets
|
407
|
(550)
|
1,528
|
8,985
|
6,906
|
Carrying amount of interest in
equity-accounted investees
|
407
|
-- (*)
|
1,528
|
8,985
|
6,906
|
Revenue
|
--
|
--
|
--
|
7,790
|
26,314
|
Expenses
|
(424)
|
--
|
(89)
|
(6,028)
|
(17,668)
|
Profit and total comprehensive income for the year
(100%)
|
(424)
|
(391)
|
(89)
|
1,762
|
8,646
|
Group’s share of profit and total
comprehensive income
|
(43)
|
-- (*)
|
(22)
|
881
|
3,458
|
(*) The
Group has no obligation to fund Goulette's operations nor has it
made payments on behalf of Goulette. The Group’s interest in
Goulette is reduced to zero, and the yearly result recognized is
the balance nullifying the equity.
As at 31 March 2023, the amounts in
the above table include the following:
USD ‘000
|
Pelican Peak
|
Goulette Cruise Holding
|
Venezia Investimenti
|
Lisbon Cruise Terminals
|
Singapore Port
|
Cash and cash equivalents
|
1
|
4
|
2,868
|
1,509
|
18,743
|
Non-current financial liabilities (excluding trade and other
payables and provisions)
|
(471)
|
(18,673)
|
--
|
(8,498)
|
(4,316)
|
Current financial liabilities (excluding trade and other
payables and provisions)
|
--
|
--
|
--
|
(1,343)
|
(1,874)
|
Interest income
|
--
|
728
|
--
|
--
|
--
|
Depreciation and amortisation
|
--
|
--
|
--
|
(1,204)
|
(2,485)
|
Interest expense
|
(6)
|
(723)
|
--
|
(431)
|
(46)
|
Income tax expense
|
--
|
--
|
--
|
(583)
|
(1,785)
|
For the year ended 31 March 2023, the Group’s share of profit
and total comprehensive income is set out below:
|
Net profit / (loss)
(USD ‘000)
|
Singapore Port
|
3,458
|
Venezia Investimenti
|
(22)
|
Pelican Peak
|
(43)
|
Goulette Cruise Holding
|
--
|
Lisbon Cruise Terminals
|
881
|
Group’s share of profit / (loss) and
total comprehensive income
|
4,274
|
12 Cash
and cash equivalents
As at 31 March 2024 and 31 March 2023, cash and cash
equivalents compromised the following:
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Cash on hand
|
121
|
|
105
|
Cash at banks
|
160,802
|
|
118,062
|
- Demand deposits
|
146,059
|
|
99,871
|
- Time deposits
|
14,743
|
|
18,221
|
Other cash and cash equivalents
|
34
|
|
34
|
Cash and cash equivalents
|
160,957
|
|
118,201
|
As at 31 March
2024 and 31 March 2023, maturities of time deposits comprised the
following:
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Up to 1 month
|
1
|
|
2
|
1-3 months
|
14,742
|
|
18,219
|
Total
|
14,743
|
|
18,221
|
As at 31 March 2024 and 31 March 2023, the ranges of interest
rates for time deposits are as follows:
|
2024
|
2023
|
Interest rate for time deposit-TL (highest)
|
35.0%
|
25.0%
|
Interest rate for time deposit-TL (lowest)
|
5.0%
|
8.5%
|
Interest rate for time deposit-USD (highest)
|
--
|
--
|
Interest rate for time deposit-USD (lowest)
|
--
|
--
|
Interest rate for time deposit-EUR (highest)
|
0.15%
|
0.15%
|
Interest rate for time deposit-EUR (lowest)
|
0.05%
|
0.05%
|
As at 31 March 2024, cash at bank held at Antigua, Nassau
Cruise Port, Ege Port, San Juan Cruise Port and Port of Adria
amounting to USD 27,274 thousand (31 March 2023: USD 12,620
thousand) is restricted due to debt service reserve amounts
regarding financing agreements and subscription guarantees (Note
14). Debt service reserve guarantees were given for the following
period’s interest and principal payment and can be used when
requested for investment purposes.
13
Capital and reserves
-
Share capital and share premium
The Company's
shares are ordinary voting shares. There are no preferential rights
attached to any shares of the Company.
The details of
paid-up share capital as of 31 March 2024 and 31 March 2023 are as
follows:
|
Number of shares
|
Share capital
|
Share Premium
|
|
‘000
|
USD’000
|
USD’000
|
Balance at 1 April 2022
|
62,827
|
811
|
--
|
Balance at 31 March 2023
|
62,827
|
811
|
--
|
Balance at 31 March 2024
|
76,433
|
985
|
13,926
|
The Company entered into a subscription agreement with its
ultimate shareholder Global Yatırım Holding A.Ş. ("GIH") dated 13
July 2023, and issued 5,144,445 ordinary shares of £0.01 each
(total share capital amounting USD 66 thousand) in the capital of
the Company at 206.5358 pence per ordinary share to GIH, in
satisfaction of the same amount of the Company’s debt, owed to GIH.
The GIH Share Issuance involves the release of USD 13,809 thousand
of long-term payables to related parties and resulting in
additional share premium of USD 13,743 thousand.
During the year,
the Company also issued 66,600 ordinary shares of £0.01 each (the
"LTIP Shares") in the capital of the Company at an issue price
equal to nominval value under the Company's Long Term Incentive
Plan ("LTIP"). Fair value of these shares computed with the share
value of the Company at the transaction date (217.5 pence) creating
a share premium of USD 183 thousand.
Per above
explained transactions, Company has booked a total of USD 13,926
thousand share premium.
Finally, during the year the Company received notification of
the exercise in full of warrants held by Sixth Street (refer to
note 14 (i) for details of covenant and related loan) over an
aggregate 8,395,118 Ordinary shares of £0.01 each (amounting to USD
106 thousand) in the Company at an exercise price of 1 pence per
ordinary share.
-
Nature and purpose of reserves
-
Translation reserves
The translation reserves amounting to USD
2,010 thousand (31 March 2023: USD 3,362
thousand) are recognised as a separate account under equity and
comprise foreign exchange differences arising from the translation
of the consolidated financial statements of subsidiaries and
equity-accounted investees from their functional currencies (Euro
and TL) to the presentation currency USD.
Net investment hedge
As of 31 March 2024, the Company has used its US Dollar
financing in a net investment hedge of the US Dollar net assets of
Ege Port and a foreign exchange loss recognised in other
comprehensive income as a result of net investment hedging was USD
11,974 thousand. In the year ended 31 March 2023, the Company has
no active net investment hedge arrangements.
-
Legal reserves
Under the Turkish Commercial Code, Turkish companies are
required to set aside first and second level legal reserves out of
their profits. First level legal reserves are set aside as up to 5%
of the distributable income per the statutory accounts each year.
The ceiling of the first level reserves is 20% of the paid-up share
capital. The requirement to set aside ends when 20% of the paid-up
capital level has been reached. Second level legal reserves
correspond to 10% of profit distributed after the deduction of the
first legal reserves and the minimum obligatory dividend pay-out,
but holding companies are not subject to this regulation. There is
no ceiling for second level legal reserves and they are accumulated
every year. First and second level legal reserves cannot be
distributed until they exceed 50% of the capital, but the reserves
can be used for offsetting the losses in case free reserves are
unavailable. As at 31 March 2024, the legal reserves of the Group
amounted to USD 6,024 (31 March 2023: USD 6,014
thousand).
-
Hedging reserves
Cash flow hedge
The Group entered into an interest rate swap as of 30
September 2014, in order to hedge its position against changes in
interest rates. The effective portion of the cash flow hedge that
was recognised in other comprehensive income was USD 67 thousand
expense (31 March 2023: USD 142 thousand income). The amount that
was reclassified from equity to profit and loss within the cash
flow hedges – effective portion of changes in fair value line item
for the year was USD 1 thousand (31 March 2023: USD 113 thousand
expense) recognized as financial income in the profit and loss
statement.
The hedge instrument payments will be made in the periods
shown below, at which time the amount deferred in equity will be
reclassified to profit and loss:
|
|
|
More than 3
|
|
5 years or less
|
|
|
|
3 months
|
|
months but less
|
|
but more than
|
|
More than
|
|
or less
|
|
than 1 year
|
|
1 year
|
|
5 years
|
|
(USD ‘000)
|
|
(USD ‘000)
|
|
(USD ‘000)
|
|
(USD ‘000)
|
Net cash outflows exposure
|
|
|
|
|
|
|
|
Liabilities
|
(27)
|
|
(14)
|
|
--
|
|
--
|
At 31 March 2023
|
(27)
|
|
(14)
|
|
--
|
|
--
|
|
|
|
|
|
|
|
|
Net cash outflows exposure
|
|
|
|
|
|
|
|
Liabilities
|
--
|
|
--
|
|
--
|
|
--
|
At 31 March 2024
|
--
|
|
--
|
|
--
|
|
--
|
-
Share based payment reserves
Starting from 1January 2019, the Group established a
share-based award program that entitles key management personnel to
receive shares in the Company (Restricted Stock Units – RSU) based
on the performance of the Company during the vesting period.
Currently, this program is limited to key management personnel and
other senior employees.
Shares issued under the LTIP are subject to a dilution limit
of up to 3% over 10 years, which will be monitored by the
Remuneration Committee. Upon vesting of an RSU, employees must pay
the par value in respect of each share that vests. Employees are
also responsible to declare and pay the tax related to gains from
RSUs to the appropriate authorities. Reserves regarding this
equity-based awards are provided under share based payment
reserves. Reserves provided during fiscal year ended 31 March 2024
amounted to USD 406 thousand ((31 March 2023: USD 59
thousand).
-
Dividends
Dividend distribution declarations are made by the Company in
GBP and paid in USD in accordance with its articles of association,
after deducting taxes.
The Board of the Company has decided to suspend dividends
with a resolution dated March 2020. Accordingly no dividend was
decided or distributed during the years ended 31 March 2024 and 31
March 2023.
Dividends to non-controlling interests totaled USD 8,187
thousand during the year ended 31 March 2024 and comprised a
distribution of USD 1,438 thousand made to other shareholders by
Valletta Cruise Port fully paid in cash, a distribution of USD 19
thousand made to other shareholders by Travel Shopping Limited
fully paid in cash, a distribution of USD 70 thousand made to other
shareholders by Balearic Handling no cash settlement, a
distribution of USD 60 thousand made to other shareholders by Shore
Handling no cash settlement, and a
distribution of USD 6,600 thousand made to other shareholders by
Barcelona Port Investments fully paid in cash (No dividend
distribution during the year ended 31 March 2023).
14 Loans
and borrowings
As at 31 March 2024 and 31 March 2023, loans and borrowings
comprised the following:
Current loans and
borrowings
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Current portion of bonds and notes issued
|
5,322
|
|
17,834
|
Current bank loans
|
15,444
|
|
26,170
|
|
1,292
|
|
1,757
|
|
14,152
|
|
24,414
|
Current portion of long-term bank loans
|
35,494
|
|
19,996
|
|
556
|
|
--
|
|
34,938
|
|
19,996
|
Lease obligations
|
2,833
|
|
2,487
|
Finance leases
|
932
|
|
1,062
|
Lease obligations recognized under
IFRS 16
|
1,901
|
|
1,425
|
Total
|
59,093
|
|
66,488
|
Non-current loans and
borrowings
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
|
Non-current portion of bonds and notes issued
|
398,701
|
|
242,820
|
|
Non-current bank loans
|
379,216
|
|
303,390
|
|
|
171
|
|
--
|
|
|
379,045
|
|
303,390
|
|
Finance lease obligations
|
60,532
|
|
59,744
|
|
Finance leases
|
400
|
|
1,026
|
|
Lease obligations recognized under
IFRS 16
|
60,132
|
|
58,718
|
|
Total
|
838,449
|
|
605,954
|
|
.
As at 31 March
2024 and 31 March 2023, the maturity profile of long-term loans and
borrowings comprised the following:
Year
|
2024
(USD ‘000)
|
|
2023(USD ‘000)
|
|
Between 1-2 years
|
32,875
|
|
37,776
|
|
Between 2-3 years
|
35,995
|
|
24,872
|
|
Between 3-4 years
|
56,573
|
|
268,247
|
|
Over 4 years
|
652,474
|
|
215,315
|
|
Total
|
777,917
|
|
546,210
|
|
As at 31 March 2024 and 31 March 2023, the maturity profile
of lease obligations comprised the following:
USD ‘000
|
2024
|
2023
|
|
Future minimum lease payments
|
Interest
|
Present value of minimum lease payments
|
Future minimum lease payments
|
Interest
|
Present value of minimum lease payments
|
Less than one year
|
4,556
|
(1,723)
|
2,833
|
4,252
|
(1,765)
|
2,487
|
Between one and five years
|
122,732
|
(62,200)
|
60,532
|
126,186
|
(66,442)
|
59,744
|
Total
|
127,288
|
(63,923)
|
63,365
|
130,438
|
(68,207)
|
62,231
|
Details of the
loans and borrowings as at 31 March 2024 are as follows:
|
|
|
|
|
As at 31 March 2024
|
Loans and borrowings type
|
Company name
|
Currency
|
Maturity
|
Interest type
|
Interest rate %
|
Principal
|
Carrying value
|
Loans used to finance
investments and projects
|
|
|
|
|
|
|
|
Secured loans (ii)
|
Global Ports Group Finance
|
USD
|
2040
|
Fixed
|
7.87%
|
330,000
|
328,531
|
Unsecured Bonds and notes (iv)
|
Nassau Cruise Port
|
USD
|
2040
|
Fixed
|
5.29% - 7.25%
|
255,000
|
249,956
|
Secured bonds (vii)
|
San Juan Cruise Port
|
USD
|
2039 – 2045
|
Fixed
|
6.50% – 7.21%
|
144,540
|
134,992
|
Secured Loan (v)
|
Antigua Cruise Port
|
USD
|
2026
|
Floating
|
SOFR + 5.25%
|
8,247
|
8,481
|
Secured Loan (v)
|
Antigua Cruise Port
|
ECD
|
2026
|
Fixed
|
6.25%
|
22,220
|
22,575
|
Unsecured bonds (vi)
|
GP Malta Finance
|
EUR
|
2030
|
Fixed
|
6.25%
|
19,558
|
19,075
|
Secured Loan (iii)
|
Port of Adria
|
EUR
|
2025
|
Floating
|
Euribor + 4.25%
|
12,935
|
13,112
|
Secured Loan
|
Creuers
|
EUR
|
2030
|
Fixed
|
6.20%
|
16,169
|
16,248
|
Secured Loan (viii)
|
GP Canary Islands
|
EUR
|
2032
|
Floating
|
Euribor + 2.80%
|
6,467
|
5,766
|
Secured loans
|
Others
|
|
|
|
|
14,573
|
15,109
|
|
|
|
|
|
|
829,709
|
813,845
|
Loans used to finance working capital
|
|
|
|
|
|
|
|
Unsecured loans
|
Others
|
|
|
|
|
19,385
|
20,331
|
|
|
|
|
|
|
19,385
|
20,331
|
Finance lease obligations (incl. IFRS-16 Finance
Lease)
|
|
|
|
|
|
|
|
Leasing
|
IFRS – 16 finance leases
|
|
|
|
|
119,219
|
62,033
|
Leasing
|
Others
|
|
|
|
|
1,749
|
1,333
|
|
|
|
|
|
|
120,968
|
63,366
|
|
|
|
|
|
|
|
897,542
|
Details of the
loans and borrowings as at 31 March 2023 are as follows:
|
|
|
|
|
As at 31 March 2023
|
Loans and borrowings type
|
Company name
|
Currency
|
Maturity
|
Interest type
|
Interest rate %
|
Principal
|
Carrying value
|
Loans used to finance
investments and projects
|
|
|
|
|
|
|
|
Secured loans (i)
|
Cruise Port Finance
|
USD
|
2026
|
Floating
|
Libor + 5.25
|
254,116
|
247,189
|
Unsecured Bonds and notes (iv)
|
Nassau Cruise Port
|
USD
|
2040
|
Fixed
|
5.25 - 8.00
|
244,400
|
241,226
|
Secured Loan (v)
|
Antigua Cruise Port
|
USD
|
2026
|
Floating
|
SOFR + 5.25%
|
8,511
|
8,411
|
Secured Loan (v)
|
Antigua Cruise Port
|
ECD
|
2026
|
Fixed
|
6.25%
|
23,771
|
23,728
|
Unsecured Loan (vi)
|
GP Malta Finance
|
EUR
|
2030
|
Fixed
|
6.25%
|
19,713
|
19,426
|
Secured Loan (iii)
|
Port of Adria
|
EUR
|
2025
|
Floating
|
Euribor + 4.25
|
17,384
|
17,549
|
Secured Loans
|
Others
|
|
|
|
|
23,423
|
23,975
|
|
|
|
|
|
|
591,318
|
581,504
|
Loans used to finance working capital
|
|
|
|
|
|
|
|
Unsecured loans
|
Others
|
|
|
|
|
28,266
|
28,706
|
|
|
|
|
|
|
28,266
|
28,706
|
Finance lease obligations (incl. IFRS-16 Finance
Lease)
|
|
|
|
|
|
|
|
Leasing
|
IFRS – 16 finance leases
|
|
|
|
|
119,993
|
60,143
|
Leasing
|
Others
|
|
|
|
|
2,050
|
2,088
|
|
|
|
|
|
|
122,043
|
62,231
|
|
|
|
|
|
|
|
672,441
|
Detailed
information relating to significant loans undertaken by the Group
is as follows:
-
At 27 July 2021, the Group entered into a five-year, senior
secured loan agreement for up to USD 261.3 million with the
investment firm Sixth Street to refinance Eurobond. USD 186.3
million of this loan has been drawn for the refinancing at closing
of this transaction. Under the terms of the Facility Agreement, the
Company had the ability to select from a range of interest payment
options including an all-cash interest rate of Libor 7%, a cash
interest rate of LIBOR +5.25% plus PIK rate of 2%, or a PIK only
rate of LIBOR +8.5% up until December 2022. The loan repayment was
due for repayment with a bullet payment at final maturity in July
2026. As part of the financing arrangement with Sixth Street, the
Company also agreed to issue warrants to Sixth Street for a
subscription price equal to the nominal value per share
representing 9.0% of the Company’s fully-diluted share capital
(subject to customary adjustments).
At the end of the prior reporting period an additional USD
38.9 million was drawn under the USD 75 million growth tranche
included in the Facility Agreement.
During the 2024 Reporting Period the Sixth Street loan was
repaid in full and all warrants have been exercised by Sixth
Street.
At 23 March 2023, the up-front concession fee payment for the
extension of Ege Port concession amounting to $38.9m was financed
by partial utilization of the growth facility provided by Sixth
Street under the Facility Agreement. In connection with the
additional drawdown additional warrants were issued to Sixth Street
representing an incremental 2.0% of GPH’s fully diluted share
capital (in addition to warrants issued at financial closing in
July 2021 equivalent of 9.0% of GPH’s fully diluted share
capital).
The entire loan from Sixth Street was fully repaid as of 28
September 2023 and the warrants were exercised and warrant shares
issued shortly before the end of the Reporting Period (for details
on further warrants issuance; refer to note 13). Total share
capital issued amounted to USD 106 thousand (8,395,118 Ordinary
shares of £0.01 each), compared to total loan repayment including
prepayment penalty and accrued
interest totaled USD 271 million.
-
At 28 September 2023, Group issued USD 330 million of secured
private placement notes ("Notes") to insurance companies and
long-term asset managers at a fixed coupon of 7.87%. The Notes have
received an investment grade credit rating from two rating agencies
and will fully amortize over 17 years, with a weighted average
maturity of c13 years. The majority of the proceeds have been used
to repay in full the outstanding senior secured loan from Sixth
Street (refer to (i)), including early repayment fees and accrued
interest. The Notes have financial covenants including debt service
cover ratio and leverage tests, as well as customary dividend
payment restrictions based on debt service cover
ratios.
-
Port of Adria entered into a loan agreement with EBRD
amounting to Euro 20 million in total on 26 February 2018 with a
6-year maturity, 2 years grace period and an interest rate of
Euribor + 4.25%. Principal and interest is payable quarterly in
January, April, July and November of each year. Under this loan
agreement, in the event of default, all shares of Port of Adria
(12,040,993 Shares having 0.5026 € nominal value per each and
30,683,933 Shares having 1.1485 € nominal value per each) are
pledged to the bank in accordance with a share pledge agreement. In
compliance with this agreement, the Company is also guarantor of
Port of Adria, and as per the agreement, the Company has to comply
with the consolidated leverage ratio of 5.0 to 1.
-
Nassau Cruise Port issued an unsecured bond with a total
nominal value of USD 133.3 million pursuant to the Bond
Subscription Agreement dated 29 June 2020. The unsecured bonds have
been sold to institutional investors at par across two tranches in
local currency Bahamian Dollar and US-Dollar, which are pari-passu
to each other, and with a fixed coupon of 8.0% across both tranches
payable semi-annually starting 30 June 2021. Final maturity of the
bond is 30 June 2040, and principal repayments will occur in ten
equal, annual instalments, beginning in June 2031 and each year
afterwards until final maturity. These unsecured bonds were
refinanced during the Reporting Period by a 6.0% interest bearing
bonds with an increased nominal amount of USD 145 million with the
same maturity and same repayment schedule on May 2023.
Nassau Cruise Port has issued three additional tranches of
unsecured notes with a total nominal value of USD 110 million
pursuant to note purchase agreements dated 24 June 2021, 29
September 2021 and 22 November 2021. Notes have a fixed coupon of
5.29%, 5.42% and 7.50% respectively, payable semi-annually starting
31 December 2021. Final maturity of the notes is 31 December 2040
(amortising), 31 December 2031 (bullet repayment) and 31 December
2029, respectively.
The bonds and the notes are general obligations of Nassau
Cruise Port and not secured by any specific collateral or
guarantee. No other entity of the Group has provided any security
or guarantee with respect to the Nassau Cruise Port bond and notes.
The bonds and the notes contain a covenant that Nassau Cruise Port
must maintain a minimum debt service coverage ratio of 1.30x prior
to the distribution of any dividends to shareholders.
-
On 26 September 2019, GPH Antigua entered into a syndicated
loan with 6 years maturity and 2 years Grace period. Repayment is
being made quarterly starting from 31 December 2022, at a principal
rate of 2.0835%. The remaining amount (58.33%) will be paid in
September 2027. The syndicated loan is subject to a number of
financial ratios and restrictions, breach of which could lead to
early repayment being requested. The agreement includes terms about
certain limitations on dividends payments, new investments, a
change in the control of the companies, change of the business, new
loans and disposal of assets.
-
GPH, through a 100% owned SPV in Malta, issued EUR 18.1
million of unsecured bonds on February 2023, due 2030 with a fixed
coupon of 6.25% per annum. These bonds are guaranteed by GPH, and
the proceeds have been used to partially finance GPH’s investment
plans for recent cruise port acquisitions in Europe.
-
San Juan Cruise Port issued two bonds totalling USD 145
million as long-term project financing as at 14 February 2024. USD
68 million has been raised through the issuance of a Series A bonds
due 2045 with an average interest of 6.5% (additional Series A
bonds with a nominal value of USD 42 million were issued shortly
after the end of the Reporting Period in form of forward committed
bonds), USD 77 million were raised through the issuance of a Series
B bonds due 2039 to US institutional investors at a fixed coupon of
7.21%. The Series A bond will fully amortize 21 years, with a
weighted average duration of c19 years. The Series B bond will
fully amortize over 15 years, with a weighted average duration of
c12 years.
-
For the partial financing of the capital expenditure at Las
Palmas Cruise Port, a project finance loan facility provided by a
major regional bank with a total facility amount of up to EUR 33.5
million and a tenor of 10 years (in addition to minor working
capital and guarantee facilities) has reached financial closing in
December 2023. The CAPEX facility is funding construction costs and
transaction expenses and the drawdown will occur gradually as
construction progresses.
Reconciliation of
movements of liabilities to cash flows arising from financing
activities
USD'000
|
|
Liabilities
|
|
Equity
|
|
|
|
|
Loans and Borrowings
|
Leases
|
|
Retained earnings
|
NCI
|
|
Total
|
Balance at 1 April
2023
|
|
610,210
|
62,231
|
|
(73,283)
|
101,440
|
|
700,598
|
Changes from financing cash
flows
|
|
|
|
|
|
|
|
|
Proceeds from loans and borrowings
|
|
641,109
|
1,440
|
|
--
|
--
|
|
642,549
|
Repayment of borrowings / leases
|
|
(432,190)
|
(4,480)
|
|
--
|
--
|
|
(436,670)
|
Dividends paid
|
|
--
|
--
|
|
--
|
(8,187)
|
|
(8,187)
|
Total changes from financing cash
flows
|
|
208,919
|
(3,040)
|
|
--
|
(8,187)
|
|
197,692
|
The effect of changes in foreign
exchange rates
|
|
1,619
|
(405)
|
|
(2,010)
|
(1,043)
|
|
(1,839)
|
Other changes
|
|
|
|
|
|
|
|
|
Liability-related
|
|
|
|
|
|
|
|
|
New leases
|
|
--
|
1,881
|
|
--
|
--
|
|
1,881
|
Interest expense
|
|
58,550
|
4,261
|
|
--
|
--
|
|
62,811
|
Interest paid
|
|
(43,239)
|
(1,986)
|
|
--
|
--
|
|
(45,225)
|
Total liability-related other
changes
|
|
(1,883)
|
424
|
|
--
|
--
|
|
(1,459)
|
Total equity-related other
changes
|
|
--
|
--
|
|
16,717
|
(16,111)
|
|
606
|
Balance at 31 March 2024
|
|
834,176
|
63,366
|
|
(58,576)
|
76,099
|
|
915,065
|
USD'000
|
|
Liabilities
|
|
Equity
|
|
|
|
|
Loans and Borrowings
|
Leases
|
|
Retained earnings
|
NCI
|
|
Total
|
Balance at 1 April 2022
|
|
531,569
|
67,019
|
|
(48,192)
|
88,263
|
|
638,659
|
Changes from financing cash
flows
|
|
|
|
|
|
|
|
|
Proceeds from loans and borrowings
|
|
117,939
|
--
|
|
--
|
--
|
|
117,939
|
Repayment of borrowings / leases
|
|
(42,915)
|
(3,085)
|
|
--
|
--
|
|
(46,000)
|
Total changes from financing cash
flows
|
|
75,024
|
(3,085)
|
|
--
|
--
|
|
71,939
|
The effect of changes in foreign
exchange rates
|
|
1,056
|
(381)
|
|
(93)
|
(1,813)
|
|
(731)
|
Other changes
|
|
|
|
|
|
|
|
|
Liability-related
|
|
|
|
|
|
|
|
|
Disposal
|
|
--
|
(39)
|
|
--
|
--
|
|
(39)
|
Interest expense
|
|
34,739
|
3,756
|
|
--
|
--
|
|
38,495
|
Interest paid
|
|
(30,202)
|
(2,187)
|
|
--
|
--
|
|
(32,389)
|
Total liability-related other
changes
|
|
(1,976)
|
(2,852)
|
|
--
|
--
|
|
(4,828)
|
Total equity-related other
changes
|
|
--
|
--
|
|
(24,998)
|
14,490
|
|
(10,508)
|
Balance at 31 March 2023
|
|
610,210
|
62,231
|
|
(73,283)
|
101,440
|
|
700,598
|
15
Earnings / (Loss)
per share
The Group presents basic earnings per share ("basic EPS")
data for its ordinary shares. Basic EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares
outstanding during the period, less own shares
acquired.
The Group has share-based payments as part of its long-term
incentive plan to directors and senior management. The shares to be
granted to the participants of the scheme are only considered as
potential shares when the market vesting conditions are satisfied
at the reporting date. None of the market conditions are satisfied
at the reporting date and therefore there is no dilution of the
earnings per share or adjusted earnings per share (please refer to
the glossary of APMs). There are no other transactions that can
result in dilution of the earnings per share or adjusted earnings
per share (please refer to the glossary of APMs).
Earnings per share is calculated by dividing the
profit/(loss) attributable to ordinary shareholders, by the
weighted average number of shares outstanding.
|
2024
|
|
2023
|
Profit/(loss) attributable to owners of the Company
(USD’000)
|
881
|
|
(24,998)
|
Weighted average number of shares
|
66,113,525
|
|
62,826,963
|
Basic and diluted earnings / (loss) per share with par value
of GBP 0.01 (cents per share)
|
1.3
|
|
(39.8)
|
16
Commitments and contingencies
-
Litigation
There are pending lawsuits that have been filed against or by
the Group. Management of the Group assesses the possible results
and financial effects of these lawsuits at the end of each period
and as a result of these assessments, the required provisions are
recognised for the possible expenses and liabilities. The total
provision amount that has been recognised as at 31 March 2024 is
USD 385 thousand (31 March 2023: USD 351 thousand).
The information related to the significant lawsuits that the
Group is directly or indirectly a party to, is outlined
below:
Port of Adria-Bar (Montenegro) is a party to the disputes
arising from the collective labour agreement executed with the
union by Luka Bar AD (former employer/company), which was
applicable to Luka Bar AD employees transferred to Port of
Adria-Bar. The collective labour agreement has expired in 2010,
before the Port was acquired by the Group under the name of Port of
Adria-Bar. However, a number of lawsuits have been brought in
connection to this collective labour agreement seeking (i) unpaid
wages for periods before the handover of the Port to the Group, and
(ii) alleged underpaid wages as of the start of 2014. On March
2017, the Supreme Court of Montenegro adopted a Standpoint in which
it is ruled that collective labour agreement cannot be applied on
rights, duties and responsibilities for employees of Port of
Adria-Bar after 30 September 2010. Although the Standpoint has
established a precedent that has applied to the claims for the
period after 30 September 2010; there are various cases pending for
claims related to the period of 1 October 2009 – 30 September 2010.
In respect of the foregoing period of one year, the Port of
Adria-Bar has applied to the Constitutional Court to question the
alignment of the collective labour agreement with the Constitution,
Labor Law, and general collective agreement. The Port of Adria-Bar
is notified that the application for initiating the procedure for
reviewing the legality of the Collective Agreement has been
rejected due to a procedural reason, without evaluating the
arguments submitted. In evaluating the merits of the existing
cases, local courts have ruled out in contradiction of the previous
judgments which has allowed Port of Adria- Bar to appeal before the
Supreme Court of Montenegro and request re-evaluation of the
applicability of the dispute clauses of the collective labour
agreement until 30 September 2010.
As of 31 March 2024, the Group has allocated a provision
expense of USD 293 thousand for this lawsuit in its consolidated
financial statements (31 March 2023: USD 333
thousand).
-
Guarantees
As at 31 March 2024 and 31 March 2023, the letters of
guarantee given comprised the following:
Letters
of guarantee
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
|
Given to seller for the call option on APVS shares
(*)
|
4,746
|
|
4,783
|
|
Given to Privatisation Administration / Port Authority
(**)
|
4,143
|
|
12,919
|
|
Other governmental authorities
|
1,006
|
|
1,009
|
|
Others
|
393
|
|
155
|
|
Total letters of
guarantee
|
10,288
|
|
18,866
|
|
(*) Venetto Sviluppo (“VS”), the 51% shareholder of APVS,
which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A
(VTP), has a put option to sell its shares in APVS partially or
completely (up to 51%) to Venezia Investimenti (VI). This option
originally could have been exercised between 15 May 2017 and 15
November 2018, but has been extended until the end of November
2024. If VS exercises the put option completely, VI will own 99% of
APVS and accordingly 71.51% of VTP. The Group has given a guarantee
letter for its portion of 25% to VS, which serves as a security of
the full amount of the put option mentioned above.
(**) The increase is related to a guarantee letter given to
Port Authority in an expansion project amounting USD 10
million.
-
Contractual obligations
Ege Liman
The details of the TOORA (“Transfer of Operational Rights
Agreement”) dated 2 July 2003, executed by and between Ege Liman
and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Kuşadası
for a term of 30 years for a total consideration of USD 24.3
million which has already been paid. Ege Liman's operation rights
extend to port facilities, infrastructure and facilities which are
either owned by the State or were used by TDI for operating the
port, as well as the duty-free stores leased by the TDI. Ege Liman
is entitled to construct and operate new stores in the port area
with the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports-
Kuşadası's port services at its own discretion without TDI's
approval (apart from the tariffs for services provided to Turkish
military ships).
The TOORA requires that the foreign ownership or voting
rights in Ege Liman do not exceed 49%. Pursuant to the terms of the
TOORA, the TDI is entitled to hold one share in Ege Liman and to
nominate one of Ege Ports – Kuşadası's board members. Global Liman
appoints the remaining board members and otherwise controls all
operational decisions associated with the port. Ege Ports-Kuşadası
does not have the right to transfer its operating rights to a third
party.
Ege Liman is liable for the maintenance of the port together
with keeping the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
shall be surrendered to the Government in a specific condition,
while the movable properties stay with Ege Liman. At the beginning
of reporting period, Group has extended Ege Liman’s concession
agreement for an additional 19 years.
Bodrum Liman
The details of the BOT Agreement dated 23 June 2004, executed
by and between Bodrum Liman and the DLH are stated
below:
Bodrum Liman had to construct the Bodrum Cruise Port in a
period of 1 year and 4 months following the delivery of the land
and thereafter, will operate the Bodrum Cruise Port for 12 years.
The final acceptance of the construction was performed on 4
December 2007, and thus the operation period has
commenced.
Bodrum Liman also executed an extension on prior Concession
Agreement with the General Directorate of National Property on 15
November 2018 ("Bodrum Port Concession Agreement"). The BOT
Agreement is attached to the Bodrum Port Concession Agreement and
Bodrum Liman is entitled to use the Bodrum Cruise Port under these
agreements for an extended period of 49 years starting from 31
December 2019. The BOT Agreement permits Bodrum Liman to determine
tariffs for Bodrum Cruise Port's port services at its own
discretion, provided that it complies with applicable legislation,
such as applicable maritime laws and competition laws.
Bodrum Liman is required to pay the Directorate General for
Infrastructure Investments a land utilisation fee. This fee
increases by Turkish Consumer Price index each year. With the
extension signed, this fee will be revised yearly as per the
agreement between the Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port
together with the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
of it shall be surrendered to the Government at a specific
condition, while the movable properties stay with Bodrum
Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013,
executed by and between Global Liman and the Government of
Montenegro and AD Port of Adria-Bar are stated below:
Global Liman will be performing services such as repair,
financing, operation and maintenance in the Port of Adria for an
operational period of 30 years (terminating in 2043).
Port of Adria
has an obligation to pay to the Government of Montenegro (a) a
fixed concession fee in the amount of Euro 500,000 per year; (b) a
variable concession fee in the amount of Euro 5 per twenty-foot
equivalent (“TEU”) (full and empty) handled over the quay
(ship-to-shore and shore-to-ship container handling), no fees are
charged for the movement of the containers; (c) a variable
concession fee in the amount of Euro 0.20 per ton of general cargo
handled over the quay (ship-to-shore and shore-to-ship general
cargo handling). However, pursuant to Montenegrin Law on
Concessions, as an aid to the investor for investing in a port of
national interest, the concession fee was set in the amount of Euro
1 for the period of three years starting from the effective date of
the TOORA Contract. Tariffs for services are regulated pursuant to
the terms of the concession agreement with the Montenegro port
authority, where the maximum rates are subject to adjustments for
inflation.
For the first three years of the agreement, Port of Adria had
to implement certain investment and social programmes outlined in
the agreement and had to commit Euro 13.6 million towards capital
expenditure during that period. This included launching and
investing Euro 6.5 million in certain social programmes at Port of
Adria Bar such as retrenching employees, the establishment of a
successful management trainee programme, and subsidising employees
to attend training and acquire additional qualifications, as well
as the provision of English lessons to employees. All the relevant
investment requirements already performed by Port of Adria at the
end of 2016.
Port of Adria is liable for the maintenance of the Port of
Adria together with the port equipment in good repair and in
operating condition throughout its operating right period. After
the expiry of the contractual period, the real estate and the
integral parts of it shall be surrendered to the Government of
Montenegro at a specific condition, while the movable properties
stay with Port of Adria.
Barcelona Cruise
Port
The details of the TOORA Contract dated 29 July 1999,
executed by and between Creuers del Port de Barcelona and the
Barcelona Port authority are stated below:
Creuers del Port de Barcelona, S.A. (“Creuers”) will be
performing the management of port services related to the traffic
of tourist cruises at the Port of Barcelona, as well as the
development of commercial complementary activities corresponding to
a seaport, in Adossat Wharf in Barcelona for an operational period
of 27 years. The port operation rights for Adossat Wharf (comprised
of Terminals A and B) terminates in 2030. The Port concession
period can be extended automatically for three years provided that
(i) Creuers has complied with all the obligations set forth in the
Port Concession; and (ii) Creuers remains rendering port services
on tourist cruises until the expiry of the extended term.
Therefore, the concession the concession period is considered to be
30 years.
Creuers is liable for the maintenance of Adossat Wharf
Terminals A and B, as well as ensuring that port equipment is
maintained in good repair and in operating condition throughout its
concession period. For the detailed maintenance and investment
requirements, as set out in the concession agreement, a replacement
provision has been provided in the financials of the Company. After
the expiry of the contractual period, the real estate and the
integral parts of it shall be surrendered to the Barcelona Port
Authority.
The concession is subject to an annual payment, which
consists of the following fees: (i) a fee for the occupancy of the
public land at the port, (ii) a fee for the operation of public
land for commercial activities, and (iii) a general service
fee.
The details of the TOORA Contract dated 26 July 2003,
executed by and between Creuers and the Barcelona Port authority
are stated below:
Creuers will be performing the management of port services
related to the traffic of tourist cruises at the Port of Barcelona,
as well as the development of commercial complementary activities
corresponding to a seaport, in WTC Wharf in Barcelona for an
operational period of 27 years. The port operation rights for the
World Trade Centre Wharf (comprised of Terminals N and S) terminate
in 2027. However, the Port concession period can be extended
automatically for three years provided that (i) Creuers has
complied with all the obligations set forth in the Port Concession;
and (ii) Creuers remains rendering port services on tourist cruises
until the expiry of the extended term. Therefore, the concession
period is considered as 30 years. Creuers is liable for the
maintenance of Adossat Wharf Terminals N and S together with
keeping the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
of it shall be surrendered to the Barcelona Port
Authority.
Malaga Cruise
Port
The details of the TOORA Contract dated 9 July 2008, executed
by and between Cruceros Malaga and the Malaga Port authority are
stated below:
Cruceros Málaga, S.A. obtained an
administrative concession to occupy the Levante Terminal of the
Malaga Port and its exploitation, for a 30-year period, terminating
in 2038. The concession term
can be extended for up to fifteen years, in two terms of 10 and 5
additional years (extending the total concession period to 45
years), due to an amendment to the Malaga Levante Agreement
approved by the Malaga Port Authority in its resolution dated 28
October 2009. These extensions require (i) the approval by the
Malaga Port Authority and (ii) Cruceros Malaga to comply with all
of the obligations set forth in the concession. Cruceros will
perform passenger services, terminal usage and luggage services, as
well as undertake general maintenance of the Levante Terminal.
Cruceros is responsible for ensuring that the port equipment is
maintained in good repair and operating condition throughout the
concession term.
The concession is subject to an annual payment, which
consists of the following fees: (i) a fee for the occupancy of the
public land at the port, and (ii) a fee for the operation of public
land for commercial activities.
The details of the TOORA Contract dated 11 December 2011,
executed by and between Cruceros Malaga and the Malaga Port
authority, are stated below:
Cruceros Málaga, S.A. obtained an administrative concession
to occupy El Palmeral Terminal of the Malaga Port and its
exploitation, for a 30-year period, terminating in 2042. Cruceros
will perform passenger services, terminal usage and luggage
services, as well as undertake general maintenance of the El
Palmeral Terminal. Cruceros is responsible for ensuring that the
port equipment is maintained in good repair and operating condition
throughout the concession term.
The concession is subject to an annual payment, which was
Euro 173 thousand in 2022, which consisted of the following fees:
(i) a fee for the occupancy of the public land at the port, and
(ii) a fee for the operation of public land for commercial
activities.
Valletta Cruise
Port
On 22 November 2001, VCP signed a deed with the Government of
Malta by virtue of which the Government granted a 65-year
concession over the buildings and lands situated in Floriana, which
has an area of 46,197 square metres (“sqm”). VCP will perform the
operation and management of a cruise liner passenger terminal and
an international ferry passenger terminal together with
complementary leisure facilities. The area transferred is used as
follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and
potential buildings 13,365sqm.
A ground rent is payable by Valletta Cruise Port to the
Government of Malta. At the end of each 12 month period, VCP is
required pay to the Government of Malta (a) 15% of all revenue
deriving from the letting of any buildings or facilities on the
concession site for that 12-month period, and (b) 10% of revenue
deriving from passenger and cruise liner operations, subject to the
deduction of direct costs and services from the revenue upon which
10% fee is payable.
Catania Cruise
Terminal
On 18 October 2011, Catania Cruise Terminal SRL (“CCT”)
signed a deed with the Catania Port Authority by virtue of which
the Port Authority granted a 15-year concession over the passenger
terminal area situated on Catania City Center. CCT will perform the
operation and management of a cruise passenger terminal in the
area.
A fixed rent is payable by CCT to the Port Authority in the
sum of Euro 135,000 for each year during the concession
period.
Cagliari Cruise
Terminal
On 14 January 2013, Cagliari Cruise Port S.r.l (“CCP”) signed
a deed with the Cagliari Port Authority by virtue of which the Port
Authority granted a 15-year concession over the passenger terminal
area situated within Cagliari Port. CCT will perform operation and
management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the
sum of Euro 44 thousand for each year during the concession
period.
Taranto Cruise
Port
On 5 May 2021, Taranto Cruise Port Srl (“TCP”) signed a deed
with the Port of Taranto Authority by virtue of which the Port
Authority granted a 20-year concession over the passenger terminal
area situated within Taranto Port.
TCP will perform the operation and management of a cruise passenger
terminal in the area.
A fixed rent is payable by TCP to the Port Authority Euro
12,000 for each year starting from first year of concession period,
increasing yearly basis up to Euro 52,000 until the end of the
concession period.
Nassau Cruise
Port
On 28 August 2019, Nassau Cruise Port Ltd (“NCP”) signed a
port operation and lease agreement (“POLA”) with the Government of
The Bahamas by virtue of which the Government of The Bahamas
granted a 25-year concession over the passenger terminal area
situated within Nassau Cruise Port. The 25-year period will start
from the completion of the redevelopment project. Effective from 9
October 2019, NCP manages and operates Nassau Cruise Port at Prince
George Wharf, Nassau, The Bahamas. NCP will invest an amount of USD
250 million in expanding the capacity of the port. The investment
amount also includes ancillary contributions made to the local
community to increase the wealth of people of Bahamas. These
payments will be made partly as grants and partly as interest free
loans.
Pursuant to the POLA, a variable fee payment based on the
number of passengers is made to the Government of The Bahamas
starting from 9 October 2019. Until the redevelopment project is
completed, a minimum fixed fee will be payable to the Government of
The Bahamas amounting to USD 2 million. The minimum variable fee
will be increased to USD 2.5 million from construction end date
until the end of concession per annum.
Antigua Cruise
Port
On 31 January 2019, GPH (Antigua) Ltd signed a concession
agreement with the Government of Antigua and Barbuda and Antigua
and Barbuda Port Authority by virtue of which it is granted a
30-year concession over the passenger terminal area situated within
Antigua Cruise Port. Effective from 23 October 2019, GPH (Antigua)
Ltd has assumed the operation and management of the cruise port in
St John’s, Antigua and Barbuda.
As part of its obligations under the concession agreement,
GPH (Antigua) Ltd. Has repaid the existing bond of USD 21 million
and invested an additional of USD 22 million to complete the new
pier and dredging works to accommodate the largest cruise ships in
the world. All such investments have been partially
financed through non-recourse project finance and the Group’s cash
equity contribution of 27.5% at financial close. A variable fee
payment based on the number of passengers will be made to the
contracting authority with a minimum fee guarantee. From the 21st
year of the concession, GPH (Antigua) Ltd. will pay a share of its
annual revenue to the contracting authorities.
Kalundborg Cruise
Port
On 15 October 2021, GPH (Kalundborg) ApS (“GPH Kal”) signed a
deed with the Port Authority of Kalundborg by virtue of which the
Port Authority granted a 20-year concession to manage cruise
services in Kalundborg Port. As part of its obligations under the
concession agreement, GPH Kal will invest up to €6m by the end of
2025 into a purpose-built cruise terminal. GPH Kal has taken over
cruise port operations on 15 February 2022.
A fixed rent is payable by GPH Kal to the Port Authority of
DKK 375 thousand (USD 54 thousand) for the first year of concession
period, which will grow in steps to DKK 500 thousand (73 thousand)
by third year of concession and by Denmark CPA index yearly basis
until end of concession.
GP Tarragona
On 31 March 2022, the Tarragona Port Authority (“Port
Authority”) has awarded Global Ports Holding a 12-year concession,
with a 6-year extension option, to manage the services for cruise
passengers in Tarragona, Spain. Cruise operations were taken over
by GPH starting 1st April 2022.
Under the terms of the agreement, GPH will invest up to €5.5m
into building a modular cruise terminal, which will utilise solar
power to ensure the sustainable provision of the terminal’s energy
needs.
The concession is subject to an annual payment, which was
Euro 43 thousand in 2022, which consisted of the following fees:
(i) a fee for the occupancy of the public land at the port, and
(ii) a fee for the operation of public land for commercial
activities.
GP Canary
Islands
On 11 July 2022, Global Ports Canary Islands S.L. (“GPCI”),
an 80:20 joint venture between GPH and Sepcan S.L., has agreed on
the terms for a 40-year concession agreement to operate Las Palmas
de Gran Canaria Cruise Port, Canary Islands, Spain. On 30 September
2022, Global Ports Canary Islands has been awarded for 20-year
concessions for the port of Arrecife (Lanzarote) and Puerto del
Rosario (Fuerteventura). Cruise operations were taken over by GPH
starting from 1st October
2022.
Under the terms of agreement, GPCI will invest approximately
€42 million into constructing a new cruise terminal in Las Palmas
and modular terminal facilities in Marmoles pier in Arrecife and
Puerto del Rosario in Fuerteventura. The debt financing for this
project is expected to be secured by local banks, and GPH is in
advanced discussion regarding the financing. The debt metrics are
expected to align with the Group’s historical
precedents.
The concession is subject to an annual payment, which was EUR
158 thousand for the calendar years 2023 and 2024, and will
increase to Euro 273 thousand after expected completion of
construction in 2025, which will consist of the following fees: (i)
a fee for the occupancy of the public land at the port, and (ii) a
fee for the operation of public land for commercial
activities.
GP Alicante
On 9 March 2023, GP Alicante, an 80:20 joint venture between
GPH and Sepcan S.L., has signed a 15-year cruise port concession
for Alicante Cruise Port, Spain. Cruise operations were taken over
by GPH starting from 26 March 2023.
Under the terms of agreement, GP Alicante will invest
approximately €2 million into refurbishing and modernising the
cruise terminal.
The concession is subject to an annual payment, which is 73
thousand for the calendar year 2023 and 2024, and will increase to
Euro 101 thousand during the calendar year 2025, which will consist
of the following fees: (i) a fee for the occupancy of the public
land at the port, and (ii) a fee for the operation of public land
for commercial activities.
San Juan Cruise
Port
San Juan Cruise Port LLC has signed public private
partnership agreement with Puerto Rico Ports Authority to operate
San Juan Bay Cruise Terminals for a period of a 30 years and
potential extension of 5 years.
Under the terms of the concession agreement, SJCP paid Puerto
Rico Ports Authority an upfront concession fee of USD 77 million.
During the initial investment phase, SJCP will invest approximately
USD 100 million, primarily focused on critical infrastructure at
Pier 4 and Pan American Piers together with upgrades to the
terminal buildings and the walkway in front of the Old San Juan
piers.
The second investment phase will commence subject to certain
pre-agreed criteria, including cruise passenger volumes recovering
to pre-pandemic levels. In this phase, SJCP will invest an
estimated USD 250m in expanding the capacity of the San Juan Cruise
Port by building a completely new cruise pier and homeport terminal
capable of handling the world's largest cruise ships at Piers 11
and 12.
The concession agreement does not include a fixed annual
payment for rental. A variable fee payment based on the number of
passengers will be made to the contracting authority with no
minimum fee guarantee.
17
Leases
Lease as lessee (IFRS
16)
The Group has entered into various operating lease
agreements. In the periods presented, the Group's main operating
lease arrangements as lessee are the port rent agreements of
Valletta Cruise Port until 2066, Port of Adria until 2043, Creuers
until 2033, Cruceros until 2043, Cagliari Cruise Port until 2026,
Taranto Cruise Port until 2039, Zadar Cruise Port until 2039,
Antigua Cruise Port until 2049,Bodrum Liman until 2067, Kalundborg
until 2033 and Prince Rupert until 2032. Part of the concession
agreements of Creuers and Cruceros relate to the occupancy of the
public land at the port and the operation of public land for
commercial activities, which are out of scope of IFRIC 12, and have
been accounted for under IFRS 16 – Leases.
The Company has a leasing agreement to rent its office at
third floor offices at 35 Albemarle Street London. This lease has
no purchase options or escalation clauses.
Lease liabilities are presented within the loans and
borrowings.
Right of use assets
Right-of-use assets related to leased properties that do not
meet the definition of investment property are presented
separately.
|
As at
31 March 2024
|
As at
31 March 2023
|
|
(USD ‘000)
|
(USD ‘000)
|
Balance at the beginning of the year
|
77,408
|
83,461
|
Amendments to Right of Use assets (*)
|
2,232
|
(1,704)
|
Additions (**)
|
1,097
|
--
|
Depreciation charge for the year
|
(3,293)
|
(3,292)
|
Currency translation differences
|
(336)
|
(1,057)
|
Balance at year-end
|
77,108
|
77,408
|
(*) Company has adjusted its right of use assets in Malaga
due to an increase of concession term and in Valletta and Port of
Adria due to a change in inflation rate. (2023: The Company has
adjusted its right of use asset for Port of Adria due to a change
in payment plan. Per discussions with the Government Authority, the
Company has restructured its yearly fixed concession fee and the
interest rate used for discounting has also changed, resulting in a
decrease in Right of Use assets of the Group).
(**) Right of use asset has been
recognized per new lease agreement for Group’s headquarters in
London, and Prince Rupert Cruise Port concession
agreement.
Amounts recognized in profit or
loss
|
As at
31 March 2024
|
As at
31 March 2023
|
|
(USD’000)
|
(USD ‘000)
|
Interest on lease liabilities
|
(2,558)
|
(1,765)
|
Expenses relating to short-term leases
|
--
|
--
|
Amounts recognized in statement of
cash flows
|
As at
31 March 2024
|
As at
31 March 2023
|
|
(USD’000)
|
(USD ‘000)
|
Total cash outflow for leases
|
(4,480)
|
(3,085)
|
Extension options
All concession agreements contain extension options
exercisable by the Group. These options are exercisable with the
submission of the extension request by the Group before expiry of
current concession agreements. Extendable rights vary based on the
country regulations, and current concession period. Extension
options are evaluated by management on a contract basis, and the
decision is based on the Port’s performance, and possible extension
period. Extension options in concession agreements are being
provided for the continuation of the port’s operations. The
extension options held are exercisable only by the Group and in
some agreements subject to approval of the grantor. Accordingly,
the Group includes only existing signed contract periods for the
concession life.
The Group has estimated that the potential future lease
payments, should it exercise all extension options, would result in
an increase in lease liability of USD 1,758 thousand (2023: USD
3,286 thousand).
Lease as lessor
The Group's main operating lease arrangements as lessor are
various shopping centre rent agreements of Ege Port, Bodrum Cruise
Port, Valletta Cruise Port, Barcelona Cruise Port, Malaga Cruise
Port, Zadar Cruise Port, Nassau Cruise Port and Antigua Cruise
Port. All leases are classified as operating leases from a lessor
perspective.
The following table sets out a maturity analysis of lease
receivables, showing the payments to be received after the
reporting date.
|
As at
31 March 2024
|
As at
31 March 2023
|
|
(USD ‘000)
|
(USD ‘000)
|
Less than one year
|
3,238
|
2,811
|
One to two years
|
1,152
|
920
|
Two to three years
|
611
|
307
|
Three to four years
|
189
|
186
|
Four to five years
|
--
|
122
|
More than five years
|
--
|
--
|
Total
|
5,190
|
4,346
|
During the year ended 31 March 2024, USD 16,454 thousand (31
March 2023: USD 10,407 thousand) was recognised as rental income in
the consolidated income statement and other comprehensive
income.
18
Investment Property
Reconcillation of carrying amount
|
As at
31 March 2024
|
As at
31 March 2023
|
|
(USD ‘000)
|
(USD ‘000)
|
Balance at the beginning of the year
|
1,944
|
2,038
|
Depreciation charge for the year
|
(44)
|
(43)
|
Currency translation differences
|
(15)
|
(51)
|
Balance at the end of the
year
|
1,885
|
1,944
|
Investment property comprises Valletta Cruise Port’s
commercial property that is leased to third parties.
19 Related
Parties
The related parties of the Group which are disclosed in this
note comprised the following:
|
Related parties
|
Relationship
|
Mehmet Kutman
|
Chairman and ultimate controlling party
|
Ayşegül Bensel
|
Shareholder of Ultimate parent company
|
Global Yatırım Holding (“GIH”)
|
Ultimate parent company
|
Global Ports Holding BV
|
Parent company
|
Global Sigorta Aracılık Hizmetleri A.Ş. (“Global
Sigorta”)
|
Ultimate parent company’s subsidiary
|
Global Menkul Değerler A.Ş. (“Global Menkul”)
|
Ultimate parent company’s subsidiary
|
Adonia Shipping
|
Ultimate parent company’s subsidiary
|
Naturel Gaz
|
Ultimate parent company’s subsidiary
|
Straton Maden
|
Ultimate parent company’s subsidiary
|
Goulette Cruise Holding
|
Joint-Venture
|
LCT - Lisbon Cruise Terminals, LDA (“LCT”)
|
Equity accounted investee
|
All related party transactions between the Company and its
subsidiaries have been eliminated on consolidation and are
therefore not disclosed in this note.
Due from related
parties
As at 31 March 2024 and 31 March 2023, current receivables
from related parties comprised the following:
Current receivables from related
parties
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
|
|
|
|
Adonia Shipping (*)
|
13
|
|
11
|
Straton Maden (*)
|
63
|
|
64
|
LCT (**)
|
924
|
|
21
|
Other Global Yatırım Holding Subsidiaries
|
254
|
|
239
|
Total
|
1,254
|
|
335
|
|
|
|
|
Non-current receivables from related
parties
|
|
|
|
Goulette Cruise Holding (***)
|
9,876
|
|
9,553
|
|
9,876
|
|
9,553
|
(*) These
amounts are related with the work advances paid related with the
services taken on utilities by Group Companies. The charged
interest rate is 43.25% (for TL) as at 31 March 2024 (31 March
2023: 11.75%).
(**) Balance
composed of management fees charged by Group and outstanding
dividend payment.
(***) The
Company is financing its Joint venture for the payment of La
Goulette Shipping Company’s acquisition price with a maturity of 5
years with bullet repayment at the end of term. Yearly interest up
to 8% (31 March 2023: 8%) is accruing and paid at
maturity.
Due to related
parties
As at 31 March 2024 and 31 March 2023, current payables to
related parties comprised the following:
Current payables to related parties
(*)
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
Mehmet Kutman
|
2,666
|
|
1,395
|
Global Sigorta (**)
|
106
|
|
64
|
Global Yatırım Holding
|
534
|
|
2,756
|
Ayşegül Bensel
|
1,023
|
|
690
|
Other Global Yatırım Holding Subsidiaries
|
--
|
|
2
|
Total
|
4,329
|
|
4,907
|
|
|
|
|
Global Yatırım Holding (***)
|
14,849
|
|
24,923
|
|
14,849
|
|
24,923
|
(*) All
related party balances are unsecured.
(**) These
amounts are related to professional services received. The interest
rate charged is 43.25% for TL as at 31 March 2024 (31 March 2023:
11.75%).
(***) This
amount is mostly given for financing
requirements of subsidiaries and project expenses with an interest
applied of 7.5% to 9.8%.
Transactions with related
parties
For the year ended 31 March 2024 and 31 March 2023,
transactions with other related parties comprised the
following:
USD ‘000
|
2024
|
2023
|
|
Interest
|
Other
|
Interest
|
Other
|
|
received
|
received
|
Global Yatırım Holding
|
977
|
1
|
179
|
47
|
Lisbon Cruise Port
|
--
|
479
|
--
|
--
|
Goulette Cruise Holding
|
369
|
--
|
348
|
--
|
Total
|
1,346
|
480
|
527
|
47
|
USD ‘000
|
2024
|
2023
|
|
Project
|
Interest
|
Other
|
Project
|
Interest
|
Other
|
|
Expenses
|
Expenses
|
Expenses
|
Expense
|
Global Yatırım Holding
|
2,910
|
3,366
|
58
|
4,163
|
1,545
|
54
|
Total
|
2,910
|
3,366
|
58
|
4,163
|
1,545
|
54
|
NCP issued bonds on 10 May 2020 for the financing of its
construction works related to port development. The total value of
the bonds issued at that date amounted to USD 125 million with an
interest rate of 8% (for details see Note
24). The Yes Foundation, a 2% minority shareholder of NCP,
has bought bonds amounting to USD 1.35 million at the issuance. As
at 31 March 2024 and 2023, these bonds were still held by the YES
foundation.
For the year ended 31 March 2024 and 31 March 2023, GPH has
not distributed any dividend to Global Yatırım Holding.
Transactions with key
management personnel
Key management personnel comprised the members of the Board
and GPH's senior management. For the year ended 31 March 2024 and
31 March 2023, details of benefits to key management personnel
comprised the following:
|
|
2024
(USD ‘000)
|
|
2023
(USD ‘000)
|
|
Salaries
|
|
3,415
|
|
2,912
|
|
Attendance fees to Board of Directors
|
|
769
|
|
667
|
|
Bonus
|
|
213
|
|
59
|
|
Others
|
|
29
|
|
--
|
|
Total
|
|
4,426
|
|
3,638
|
|
20 Events
after the Reporting Date
Group has signed a 50-year agreement with Peel Ports Group’s
subsidiary, The Mersey Docks And Harbour Company Ltd, to operate
cruise services at Liverpool Cruise Port. GPH took over operations
of the port in April 2024.
On 1 May 2024, Group commenced operations at St Lucia Cruise
Port and reached financial closing for the project financing of the
transaction after fulfilment of the final conditions.
GIH, main shareholder of the Company, as the controlling
shareholder intends to seek delisting of the Company and taking it
private. GIH must, by no later than 5.00pm on 12 July 2024, either
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code, or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
Dissemination of a Regulatory Announcement, transmitted by EQS
Group.
The issuer is solely responsible for the content of this
announcement.
|