Unaudited results for the
six months ended 30 June 2024
Record year-to-date tenancy
additions
+19% year-on-year Adjusted
EBITDA growth
2024 guidance tightened
upwards
London, 8 August 2024: Helios Towers
plc ("Helios Towers","the Group" or "the Company"), the independent
telecommunications infrastructure company, today announces results
for the six months to 30 June 2024.
|
|
|
|
|
|
H1 2024
|
H1
2023
|
YoY
|
Q2 2024
|
Q1
2024
|
QoQ
|
|
|
Sites
|
14,185
|
13,870
|
+2%
|
14,185
|
14,166
|
+0%
|
|
|
Tenancies
|
28,574
|
25,883
|
+10%
|
28,574
|
27,686
|
+3%
|
|
|
Tenancy ratio
|
2.01x
|
1.87x
|
+0.14x
|
2.01x
|
1.95x
|
+0.06x
|
|
|
Revenue (US$m)
|
389.9
|
350.2
|
+11%
|
195.3
|
194.6
|
+0%
|
|
|
Adjusted EBITDA
(US$m)1
|
206.2
|
173.8
|
+19%
|
104.0
|
102.2
|
+2%
|
|
|
Adjusted EBITDA
margin1
|
53%
|
50%
|
+3ppt
|
53%
|
53%
|
-
|
|
|
Operating profit (US$m)
|
132.3
|
69.3
|
+91%
|
65.0
|
67.3
|
-3%
|
|
|
Portfolio free cash flow
(US$m)1
|
142.0
|
124.5
|
+14%
|
72.1
|
69.9
|
+3%
|
|
|
Cash generated from operations
(US$m)
|
175.7
|
147.6
|
+19%
|
119.9
|
55.8
|
+115%
|
|
|
Net debt
(US$m)1
|
1,758.9
|
1,714.9
|
+3%
|
1,758.9
|
1,812.1
|
-3%
|
|
|
Net
leverage1,2
|
4.2x
|
4.8x
|
-0.6x
|
4.2x
|
4.4x
|
-0.2x
|
|
|
|
|
|
|
|
|
|
|
1 Alternative Performance
Measures are described in our defined terms and
conventions.
2 Calculated as per the
Senior Notes definition of net debt divided by annualised Adjusted
EBITDA.
Tom Greenwood, Chief Executive Officer,
said:
"I am delighted to see our strong
performance continue across our business, with our team delivering
record year-to-date tenancy additions and power uptime for our
customers - all
leading to strong Adjusted EBITDA growth, cash generation, returns
expansion, and continued deleveraging. Accordingly, we have tightened our full-year guidance upwards
across a number of key metrics.
Alongside the consistent growth, I
am pleased with the improvements to our financial position.
Following rating upgrades by Moody's and S&P to B+ equivalent,
and Fitch updating their outlook to positive, we executed a
successful bond refinancing in May 2024. Through this transaction,
we extended our average maturity to five years and kept our blended
cost of debt broadly stable despite rising rates over the past few
years.
We are progressing well towards
our 2026 strategic targets, including tenancy ratio expansion and
free cash flow generation, and the team are pleased to deliver
consistent performance for our stakeholders despite the broader
macro volatility."
Financial highlights
Progressing towards high-end of FY 2024 guidance, driven by
tenancy growth, underpinned by a growing base of contracted
revenues that feature CPI and power price
protections
·
Revenue increased by 11%
year-on-year to US$389.9m (H1 2023: US$350.2m) driven by tenancy
growth
o Q2 2024 revenue increased by 0.4% quarter-on-quarter to
US$195.3m (Q1 2024: US$194.6m)
·
Adjusted EBITDA increased by
19% year-on-year to US$206.2m (H1 2023: US$173.8m), driven by
tenancy growth and margin accretive tenancy ratio
expansion
o Q2 2024 Adjusted EBITDA increased by 2% quarter-on-quarter to
US$104.0m (Q1 2024: US$102.2m)
·
Adjusted EBITDA margin increased 3ppt
year-on-year to 53% (H1 2023: 50%), driven by +0.14x tenancy ratio
expansion
·
Operating profit increased by
91% year-on-year to US$132.3m (H1 2023: US$69.3m), largely driven
by Adjusted EBITDA growth and lower depreciation, following an
update to our tower asset depreciation policy effective from 1
January 2024
o The business reduced its loss before tax to US$0.4m (H1 2023:
loss before tax of US$39.4m), driven by an increase in operating
profit, partially offset by a non-cash monetary loss on hyperinflation accounting in Ghana and
higher finance costs
·
Portfolio free cash flow increased by 14%
year-on-year to US$142.0m (H1 2023:
US$124.5m), driven by Adjusted EBITDA growth, partially
offset by timing of corporate taxes paid
o Q2 2024 portfolio free cash flow increased by 3%
quarter-on-quarter to US$72.1m (Q1 2024: US$69.9m), driven by
Adjusted EBITDA growth
o Free cash flow improved to -US$9.8m (H1 2023:
-US$37.2m)
·
Cash generated from operations
increased by 19% to US$175.7m (H1 2023: US$147.6m), driven by
Adjusted EBITDA growth, partially offset by working capital
movements
o Q2 2024 cash generated from operations increased by 115%
quarter-on-quarter to US$119.9m (Q1 2024: US$55.8m)
·
Net leverage decreased by 0.6x
year-on-year to 4.2x (H1 2023: 4.8x) and by 0.2x quarter-on-quarter
(Q1 2024: 4.4x)
·
In Q2 2024, the Group raised US$850m 7.50% notes
due 2029. The proceeds were used to repay its existing 2025 notes
and Senegal OpCo facilities, in addition to partially repay amounts
drawn under its Group Term Loan facilities
o The refinancing extended the Group's average debt maturity
from three years to five years, with only a 10bps increase in its
cost of debt, despite a materially higher rate
environment
·
Business underpinned by long-term contracted
revenues of US$5.5bn (H1 2023: US$4.9bn), of which 99.6% is from
large multinational MNOs, with an average remaining initial life of
7.4 years (H1 2023: 7.1 years)
Operational highlights
Structurally high-growth markets, leading market positions
and customer service focus supporting strong and consistent tenancy
growth
· Sites increased by 315 year-on-year to 14,185 (H1 2023:
13,870)
o Increased by 19 quarter-on-quarter
o Increased by 88 year-to-date
· Tenancies increased by 2,691 year-on-year to 28,574 (H1 2023:
25,883)
o Increased by 888 quarter-on-quarter
o Increased by record 1,649 year-to-date
· Tenancy ratio increased by 0.14x year-on-year to 2.01x (H1
2023: 1.87x)
o Increased by 0.06x quarter-on-quarter
o Increased by 0.10x year-to-date
Environmental, Social and Governance (ESG)
Continued progress against our Sustainable Business
Strategy
·
The Group has made continued
progress against its 2026 Sustainable Business Strategy targets in
H1 2024:
o 149m population coverage footprint (FY 2023: 144m)
o 5,859 rural sites (FY 2023: 5,817)
o 99.99% power uptime (FY 2023: 99.98%)
o 29% female employees (FY 2023: 28%)
o 54% employees trained in Lean Six Sigma (FY 2023:
53%)
o 95% local employees in our operating companies, within our
2026 target of 95%-100% (FY 2023: 96%)
·
The Company continues to be
recognised by external rating agencies for its Sustainable Business
Strategy and commitment to transparency:
o ESG score of 'AAA' from MSCI, the highest score from the
investment research firm, was reaffirmed
o Inclusion in the FTSE4Good Index for a third consecutive
year
o B
score from CDP was reaffirmed
o Gold rating from EcoVadis, among the top 5% of telecom
companies for sustainability performance
2024 Outlook and guidance1
·
The Group has tightened
upwards its FY 2024 guidance for tenancy additions, Adjusted
EBITDA, portfolio free cash flow and capital
expenditure:
o Organic tenancy additions of 1,900 - 2,100 (prior: 1,600 -
2,100)
o Adjusted EBITDA of US$410m - US$420m (prior: US$405m -
US$420m)
o Portfolio free cash flow of US$280m - US$290m (prior: US$275m
- US$290m)
o Capital expenditure of US$155m - US$190m (prior: US$150m -
US$190m)
§ Of
which, c.US$45m is anticipated to be non-discretionary capital
expenditure
o Net leverage below 4.0x
o Neutral free cash flow2
1 Guidance
assumes the Group continues to apply the same accounting
policies.
2
Excluding the closing of a potential second acquisition (of 227
further sites) in Oman, as previously announced on 8 December
2022.
Helios Towers' management will
host a conference call for analysts and institutional investors at
09.30 BST on Thursday, 8 August 2024. For
the best user experience, please access the conference via the webcast. You
can pre-register and access the event using the link
below:
Registration Link - Helios Towers H1 2024 Results Conference
Call
Event Name: H12024
Password: HELIOS
If you are unable to use the
webcast for the event, or if you intend to participate in Q&A
during the call, please dial in using the details below:
|
Europe &
International
|
+44 203
936 2999
|
|
South Africa (local)
|
+27 87
550 8441
|
|
USA (local)
|
+1 646
664 1960
|
|
Passcode:
|
650353
|
Upcoming Conferences and Events
·
Barclays Media and Telecom Forum (Virtual) - 3
September 2024
·
dbAccess European TMT Conference (London) - 5
September 2024
·
JP Morgan Emerging Markets Credit Conference
(London) - 17 to 19 September 2024
·
BofA European Telecoms Fieldtrip (Virtual) - 23
September 2024
·
RBC Global Communications Infrastructure
Conference (Chicago) - 24 to 25 September 2024
For further information go
to:
www.heliostowers.com
Investor Relations
Chris Baker-Sams -
Head of Strategic Finance and Investor
Relations
+44 (0)782 511 2288
investorrelations@heliostowers.com
Media relations
Edward Bridges / Rob
Mindell
FTI Consulting LLP
+44 (0)203 727 1000
About Helios Towers
·
Helios Towers is a leading independent
telecommunications infrastructure company, having established one
of the most extensive tower portfolios across Africa. It builds,
owns and operates telecom passive infrastructure, providing
services to mobile network operators.
· Helios Towers owns and operates
over 14,000 telecommunication tower sites in nine countries across
Africa and the Middle East.
· Helios Towers pioneered the model in Africa of buying towers
that were held by single operators and providing services utilising
the tower infrastructure to the seller and other operators. This
allows wireless operators to outsource non-core tower-related
activities, enabling them to focus their capital and managerial
resources on providing higher quality services more
cost-effectively.
Alternative Performance
Measures
The Group has presented a number
of Alternative Performance Measures ("APMs"), which are used in
addition to IFRS statutory performance measures. The Group believes
that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional
helpful information on the performance of the business. These APMs
are consistent with how the business performance is planned and
reported within the internal management reporting to the Board.
Loss before tax, gross profit, non-current and current loans and
long-term and short-term lease liabilities are the equivalent
statutory measures (see 'Certain defined terms and conventions').
For more information on the Group's Alternative Performance
Measures, see the Group's Annual report for the year ended 31
December 2023 , published on the Group's website. Reconciliations
of APMs to the equivalent statutory measure are also included in
this half-year financial report.
Financial and Operating
Review
Condensed consolidated statement
of profit or loss
For the six months ended 30
June
|
|
|
6 months
ended 30 June
|
|
|
Note
|
2024
US$m
|
2023
US$m
|
|
Revenue
|
|
389.9
|
350.2
|
|
Cost of sales
|
|
(188.9)
|
(218.5)
|
|
Gross profit
|
|
201.0
|
131.7
|
|
Administrative expenses
|
|
(68.8)
|
(62.9)
|
|
Profit on disposal of property,
plant and equipment
|
|
0.1
|
0.5
|
|
Operating profit
|
|
132.3
|
69.3
|
|
Interest receivable
|
|
0.9
|
0.7
|
|
Other gains and (losses)
|
11
|
(13.9)
|
0.9
|
|
Finance costs
|
|
(119.7)
|
(110.3)
|
|
Loss before tax
|
4
|
(0.4)
|
(39.4)
|
|
Tax expense
|
5
|
(24.1)
|
(5.0)
|
|
Loss for the period
|
|
(24.5)
|
(44.4)
|
|
Other comprehensive
income/(expense):
|
|
|
|
|
Items that may be
reclassified subsequently to profit and loss:
|
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
(53.8)
|
5.2
|
|
Cash flow hedge reserve
gain
|
|
8.8
|
-
|
|
Total comprehensive loss for the period
|
|
(69.5)
|
(39.2)
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
Owners of the
Company
|
|
(20.8)
|
(41.0)
|
|
Non-controlling
interests
|
|
(3.7)
|
(3.4)
|
|
Loss for the period
|
|
(24.5)
|
(44.4)
|
|
|
|
|
|
|
Total comprehensive loss
attributable to:
|
|
|
|
|
Owners of the
Company
|
|
(66.1)
|
(36.4)
|
|
Non-controlling
interests
|
|
(3.4)
|
(2.8)
|
|
Total comprehensive loss for the
period
|
|
(69.5)
|
(39.2)
|
Financial and operating
metrics
Key metrics
For the six months ended 30
June
|
|
|
Middle East & North
Africa3
|
|
Central & Southern
Africa5
|
|
|
2024
US$m
|
2023
US$m
|
2024
US$m
|
2023
US$m
|
2024
US$m
|
2023
US$m
|
2024
US$m
|
2023
US$m
|
|
Sites at period end
|
14,185
|
13,870
|
2,546
|
2,519
|
6,430
|
6,349
|
5,209
|
5,002
|
|
Tenancies at period end
|
28,574
|
25,883
|
3,978
|
3,192
|
13,366
|
12,334
|
11,230
|
10,357
|
|
Tenancy ratio at period
end
|
2.01x
|
1.87x
|
1.56x
|
1.27x
|
2.08x
|
1.94x
|
2.16x
|
2.07x
|
|
|
|
|
|
|
|
|
|
|
|
Revenue for the period
|
389.9
|
350.2
|
33.8
|
27.0
|
159.9
|
156.1
|
196.2
|
167.1
|
|
Adjusted gross
margin1
|
65%
|
62%
|
81%
|
77%
|
68%
|
67%
|
59%
|
55%
|
|
Adjusted EBITDA for the
period2
|
206.2
|
173.8
|
24.5
|
18.0
|
101.1
|
95.7
|
98.4
|
77.2
|
|
Adjusted EBITDA Margin for the
period
|
53%
|
50%
|
72%
|
67%
|
63%
|
61%
|
50%
|
46%
|
1 Adjusted gross margin means gross profit, adding
back site depreciation, divided by revenue.
2 Group Adjusted EBITDA for the period includes
corporate costs of US$17.8 million (2023: US$17.1m).
3 Middle East & North Africa segment reflects
the Company's operations in Oman (for further information on
segmental split refer to note 3).
4 East & West Africa segment reflects the
Company's operations in Tanzania, Senegal and Malawi.
5 Central & Southern Africa segment reflects
the Company's operations in DRC, Congo Brazzaville, South Africa,
Ghana and Madagascar.
Total tenancies as at 30
June
|
|
|
Middle East & North
Africa3
|
|
Central & Southern
Africa5
|
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Standard colocation
tenants
|
11,663
|
10,401
|
1,045
|
623
|
5,704
|
5,182
|
4,914
|
4,596
|
|
Amendment colocation
tenants
|
2,726
|
1,612
|
387
|
50
|
1,232
|
803
|
1,107
|
759
|
|
Total colocation tenants
|
14,389
|
12,013
|
1,432
|
673
|
6,936
|
5,985
|
6,021
|
5,355
|
|
Total sites
|
14,185
|
13,870
|
2,546
|
2,519
|
6,430
|
6,349
|
5,209
|
5,002
|
|
Total tenancies
|
28,574
|
25,883
|
3,978
|
3,192
|
13,366
|
12,334
|
11,230
|
10,357
|
|
Tenancy ratio
|
2.01x
|
1.87x
|
1.56x
|
1.27x
|
2.08x
|
1.94x
|
2.16x
|
2.07x
|
|
|
Group
|
Tanzania
|
DRC
|
Congo
Brazzaville
|
Ghana
|
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Standard colocations
|
11,663
|
10,401
|
5,031
|
4,570
|
3,342
|
3,093
|
193
|
191
|
985
|
976
|
|
Amendment colocations
|
2,726
|
1,612
|
1,101
|
772
|
487
|
334
|
45
|
33
|
436
|
356
|
|
Total colocations
|
14,389
|
12,013
|
6,132
|
5,342
|
3,829
|
3,427
|
238
|
224
|
1,421
|
1,332
|
|
Total sites
|
14,185
|
13,870
|
4,176
|
4,193
|
2,593
|
2,418
|
549
|
530
|
1,097
|
1,117
|
|
Total tenancies
|
28,574
|
25,883
|
10,308
|
9,535
|
6,422
|
5,845
|
787
|
754
|
2,518
|
2,449
|
|
Tenancy ratio
|
2.01x
|
1.87x
|
2.47x
|
2.27x
|
2.48x
|
2.42x
|
1.43x
|
1.42x
|
2.30x
|
2.19x
|
|
|
South
Africa
|
Senegal
|
Madagascar
|
Malawi
|
Oman
|
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Standard colocations
|
247
|
243
|
105
|
94
|
147
|
93
|
568
|
518
|
1,045
|
623
|
|
Amendment colocations
|
103
|
24
|
40
|
3
|
36
|
12
|
91
|
28
|
387
|
50
|
|
Total colocations
|
350
|
267
|
145
|
97
|
183
|
105
|
659
|
546
|
1,432
|
673
|
|
Total sites
|
382
|
375
|
1,458
|
1,386
|
588
|
562
|
796
|
770
|
2,546
|
2,519
|
|
Total tenancies
|
732
|
642
|
1,603
|
1,483
|
771
|
667
|
1,455
|
1,316
|
3,978
|
3,192
|
|
Tenancy ratio
|
1.92x
|
1.71x
|
1.10x
|
1.07x
|
1.31x
|
1.19x
|
1.83x
|
1.71x
|
1.56x
|
1.27x
|
Revenue
Revenue increased by 11% to
US$389.9m in the period ended 30 June 2024 (H1 2023: US$350.2m).
The increase was largely driven by the growth in total tenancies
from 25,883 as of 30 June 2023 to 28,574 as of 30 June
2024.
For the period ended 30 June 2024,
98% of revenues were from multinational MNOs and 67% were
denominated in hard currency, being either USD, XAF/XOF (both of
which are pegged to the Euro) or OMR (which is pegged to the US
Dollar).
Contracted revenue
The following table provides our
total undiscounted contracted revenue by country as of 30 June 2024
for each of the periods from 2024 to 2028, with local currency
amounts converted at the applicable average rate for US Dollars for
the period ended 30 June 2024 held constant. Our contracted revenue
calculation for each year presented assumes: (i) no escalation in
fee rates, (ii) no increases in sites or tenancies other than our
committed tenancies, (iii) our customers do not utilise any
cancellation allowances set forth in their MSAs, (iv) our customers
do not terminate MSAs early for any reason and (v) no automatic
renewal.
|
|
|
|
|
|
6 months
to
31 December
2024
|
2025
|
2026
|
2027
|
2028
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Middle East & North
Africa
|
31.0
|
53.6
|
53.5
|
53.5
|
53.5
|
|
East & West Africa
|
147.6
|
301.1
|
270.7
|
257.3
|
250.8
|
|
Central & Southern
Africa
|
187.4
|
354.5
|
317.6
|
283.4
|
268.0
|
|
|
366.0
|
709.2
|
641.8
|
594.2
|
572.3
|
The following table provides our
total undiscounted contracted revenue as of 30 June 2024 over the
life of the contracts with local currency amounts converted at the
applicable average rate for US Dollars for the period ended 30 June
2024 held constant. Our calculation uses the same assumptions as
above. The average remaining initial life of customer contracts is
7.4 years (H1
2023: 7.1 years).
|
(US$m)
|
Total
Committed Revenues
|
Percentage
of Total Committed Revenues
|
|
Large multinational MNOs
|
5,457.8
|
99.6%
|
|
Other
|
24.5
|
0.4%
|
|
|
5,482.3
|
100.0%
|
Cost of sales and adjusted gross
profit
|
|
|
|
|
2024
|
|
2023
|
|
|
(US$m)
|
2024
|
2023
|
|
Power
|
92.8
|
23.8%
|
89.2
|
25.5%
|
|
Non-power
|
45.2
|
11.6%
|
43.9
|
12.5%
|
|
Cost of sales excluding site depreciation
|
138.0
|
35.4%
|
133.1
|
38.0%
|
|
Site depreciation
|
50.9
|
13.1%
|
85.4
|
24.4%
|
|
Total cost of sales
|
188.9
|
48.5%
|
218.5
|
62.4%
|
Year-on-year cost of sales
decreased by US$29.6m from US$218.5m in the period ended 30 June
2023 to US$188.9m in the period ended 30 June 2024. This decrease
is largely driven by lower depreciation, following an update to our
tower asset depreciation policy from up to 15 years to up to 30
years. This follows a structural review of our tower assets using
third party consultants and internal analysis, and also more
closely aligns with depreciation policies of other global tower
companies. Refer to Note 2 for further details.
The Group has both annual CPI and
quarterly or annual power price escalators embedded into its
customers' contracts, which provides effective protection from
inflation and power price movements on the Group's power and
non-power costs.
The table below shows an analysis
of the cost of sales on a region-by-region basis for the six month
period ended 30 June 2024 and 2023.
|
|
|
Middle East
& North Africa
|
|
Southern
& Central Africa
|
|
(US$m)
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Power
|
92.8
|
89.2
|
3.6
|
3.3
|
32.2
|
32.2
|
57.0
|
53.7
|
|
Non-power
|
45.2
|
43.9
|
2.6
|
2.9
|
18.2
|
19.2
|
24.4
|
21.8
|
|
Site depreciation
|
50.9
|
85.4
|
7.9
|
7.7
|
18.0
|
39.0
|
25.0
|
38.7
|
|
Total cost of sales
|
188.9
|
218.5
|
14.1
|
13.9
|
68.4
|
90.4
|
106.4
|
114.2
|
Adjusted gross profit for the
period increased by 16% driven by tenancy ratio expansion and
faster growth in our high-margin markets, such as Oman.
|
|
|
|
|
|
%
of
Revenue
|
|
% of
Revenue
|
|
(US$m)
|
2024
|
2024
|
2023
|
2023
|
|
Revenue
|
389.9
|
100.0%
|
350.2
|
100.0%
|
|
Cost of sales excluding site
depreciation
|
(138.0)
|
35.4%
|
(133.1)
|
38.0%
|
|
Adjusted gross profit
|
251.9
|
64.6%
|
217.1
|
62.0%
|
|
Site depreciation
|
(50.9)
|
13.1%
|
(85.4)
|
24.4%
|
|
Gross profit
|
201.0
|
51.6%
|
131.7
|
37.6%
|
Administrative expenses
Administrative expenses increased
by US$5.9m year-on-year, to US$68.8m from US$62.9m in the prior
year. Year-on-year the administrative cost level as a percentage of
revenue has decreased to 17.6% (H1 2023: 18.0%).
|
|
|
|
|
|
%
of
Revenue
|
|
% of
Revenue
|
|
(US$m)
|
2024
|
2024
|
2023
|
2023
|
|
Sales, general and administrative
costs (SG&A)
|
45.7
|
11.7%
|
43.3
|
12.4%
|
|
Depreciation and
amortisation
|
17.0
|
4.4%
|
15.7
|
4.5%
|
|
Adjusting items
|
6.1
|
1.5%
|
3.9
|
1.1%
|
|
|
68.8
|
17.6%
|
62.9
|
18.0%
|
Operating profit
Operating profit increased 91%
year-on-year to US$132.3m (H1 2023: US$69.3m) driven by adjusted
EBITDA growth, and lower depreciation in cost of sales, following
an update to tower asset depreciation policy from up to 15 years to
up to 30 years.
Other gains and losses
The loss of US$13.9m in H1 2024
(H1 2023: gain of US$0.9m) was predominately driven by
hyperinflation accounting in Ghana which was first applied in H2
2023, together with a minimal fair value movement in derivative
instruments.
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Net monetary loss on
hyperinflation
|
(13.8)
|
-
|
|
Fair value gain/(loss) on
derivative financial instruments
|
(0.1)
|
0.9
|
|
|
(13.9)
|
0.9
|
Finance costs
Finance costs have increased 9%
year-on-year to US$119.7m for the period ended 30 June 2024 (30
June 2023: US$110.3m) due to an increase in interest costs
partially offset by a decrease in foreign exchange differences.
Refer to note 3 for further detail.
Tax expense
Tax expense was US$24.1million in
the period ended 30 June 2024 as compared to US$5.0 million in the
period ended 30 June 2023. The overall increase in tax expense
during the period compared to the prior year is driven by an
increase in tax profitability, primarily in Tanzania and DRC and
the utilisation of previously recognised tax losses. Entities in
Congo Brazzaville and Senegal are loss making, however minimum
income tax is levied as stipulated by law in these jurisdictions.
Malawi and Oman are loss making for tax purposes and no minimum
income tax applies. DRC, Ghana, Madagascar, Tanzania, one entity in
Mauritius and two entities in South Africa are profit making and
subject to income tax on taxable profits.
The tax expense for the period is
calculated by reference to the forecast full year tax rate and
applied to profits for the period, adjusted for actual tax on
adjusting items. The range of statutory income tax rates applicable
to the Group's operating subsidiaries is between 15% and 30%. A tax
charge is reported in the consolidated financial statements despite
a consolidated loss for accounting purposes, as a result of losses
recorded in Mauritius and UK which are not able to be group
relieved against taxable profits in the operating company
jurisdictions.
Based on recent experience of
closing tax audit cases, the provisions held by the Group have
accurately quantified the final amounts determined. The Directors
considered the current provisions held by the Group to be
appropriate.
Loss after tax
The loss after tax for the half
year was US$24.5m compared to US$44.4m in the comparative half
year. The decrease in loss after tax is due to an increase in
operating profit, partially offset by an increase in finance costs
and other losses, due to hyperinflation adjustments and higher tax
charge in the current year.
Other Comprehensive
income
The other comprehensive loss
for the half year was US$69.5m compared to US$39.2m in the
comparative half year. The increase in other comprehensive loss is
primarily due to exchange differences on long term intercompany
loans. Refer to note 2, updated accounting estimates and judgements
for further detail.
Management cash flow
|
(US$m)
|
|
|
2024
|
2023
|
|
Adjusted EBITDA
|
206.2
|
173.8
|
|
Less:
|
|
|
|
Maintenance and corporate capital
additions
|
(22.6)
|
(18.4)
|
|
Payments of lease
liabilities1
|
(26.2)
|
(24.7)
|
|
Tax paid
|
(15.4)
|
(6.2)
|
|
Portfolio free cash flow
|
142.0
|
124.5
|
|
Cash conversion %2
|
69%
|
72%
|
|
Net payment of interest3
|
(68.3)
|
(60.3)
|
|
Net change in working
capital4
|
(23.9)
|
(21.4)
|
|
Levered portfolio free cash flow
|
49.8
|
42.8
|
|
Discretionary capital
additions5
|
(57.7)
|
(74.5)
|
|
Cash paid for exceptional and
on-off items, and proceeds on disposal assets6
|
(1.9)
|
(5.5)
|
|
Free cash flow
|
(9.8)
|
(37.2)
|
|
Net cash flow from financing
activities7
|
50.2
|
45.7
|
|
Net cash inflow
|
40.4
|
8.5
|
|
Opening cash balance
|
106.6
|
119.6
|
|
Foreign exchange
movement
|
(2.5)
|
(0.4)
|
|
Closing cash balance
|
144.5
|
127.7
|
1
Payment of lease
liabilities includes interest and principal repayments of lease
liabilities.
2 Cash
conversion % is calculated as portfolio free cash flow divided by
Adjusted EBITDA.
3
Net payment of
interest corresponds to the net of 'Interest paid' (including
withholding tax) and 'Interest received' in the Consolidated
Statement of cash flow, excluding interest payments on lease
liabilities.
4
Net change in
working capital corresponds to movements in working capital,
excluding cash paid for adjusting and EBITDA adjusting items and
including movements in capital expenditure related working
capital.
5
Discretionary
capital additions includes acquisition, growth and upgrade capital
additions and excludes IFRS 3 accounting adjustments.
6
Cash paid for
exceptional and one-off items includes project costs and deal
costs.
7
Net cash flow from
financing activities includes gross proceeds from issue of equity
share capital, share issue costs, borrowing drawdowns, loan issue
costs and repayment of loans in the condensed consolidated
statement of cash flows.
Cash flows from operations
Cash generated from operations
increased by US$28.1m to US$175.7m (H1 2023: US$147.6m), driven by
higher Adjusted EBITDA. The Group has presented a Condensed
consolidated statement of cash flows for the six months ended 30
June 2024 later in the release.
Capital expenditure
The following table shows capital
expenditure additions by category during the 6 months ended 30
June:
|
|
|
|
|
|
US$m
|
% of
Total Capex
|
US$m
|
%
of
Total
Capex
|
|
Acquisition
|
5.6
|
7.0%
|
8.8
|
9.5%
|
|
Growth
|
38.2
|
47.5%
|
51.6
|
55.6%
|
|
Upgrade
|
13.8
|
17.2%
|
14.1
|
15.2%
|
|
Maintenance
|
18.6
|
23.1%
|
17.5
|
18.9%
|
|
Corporate
|
4.2
|
5.2%
|
0.9
|
0.8%
|
|
|
80.4
|
100.0%
|
92.9
|
100.0%
|
Trade and other
receivables
Trade and other receivables
increased by US$50.1m from US$297.2m as at 31 December 2023 to
US$347.3m as at 30 June 2024. This increase was predominately
driven by an increase in net trade receivables of
US$40.9m.
Trade and other payables
Trade and other payables have
increased by US$50.9m from US$301.7m as at 31 December 2023 to
US$352.6m as at June 2024. This was primarily driven by an increase
in deferred income of US$37.7m due to timing of invoices being
issued to customers.
Loans and borrowings
As of 30 June 2024 and 31 December
2023 the Group's outstanding loans net of issue costs, including
minority debt and excluding lease liabilities, were US$1,727.7m and
US$1,650.3m respectively with net leverage decreasing to 4.2x in
June 2024 from 4.4x in December 2023.
Alternative Performance Measures
The Group has presented a number
of Alternative Performance Measures ("APMs"), which are used in
addition to IFRS statutory performance measures. The Group believes
that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional
helpful information on the performance of the business. These APMs
are consistent with how the business performance is planned and
reported within the internal management reporting to the Board.
Some of these measures are also used for the purposes of setting
remuneration targets.
Adjusted EBITDA and Adjusted
EBITDA margin
Definition - Management
defines Adjusted EBITDA as loss before tax for the year, adjusted
for finance costs, other gains and losses, interest receivable,
loss on disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for
aborted acquisitions, deal costs not capitalised, share-based
payments and long-term incentive plan charges, and other adjusting
items. Other adjusting items are material items that are considered
one-off by management by virtue of their size and/or incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by
revenue.
Purpose - The Group believes
that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and
company to company by eliminating potential differences caused by
variations in capital structures (affecting interest and finance
charges), tax positions (such as the impact of changes in effective
tax rates or net operating losses) and the age and booked
depreciation on assets. The Group excludes certain items from
Adjusted EBITDA, such as loss on disposal of property, plant and
equipment and other adjusting items because it believes they
facilitate better understanding of the Group's underlying trading
performance.
Adjusted EBITDA is reconciled to
loss before tax as follows:
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Adjusted EBITDA
|
206.2
|
173.8
|
|
Adjustments applied in arriving at
Adjusted EBITDA:
|
|
|
|
Adjusting items:
|
|
|
|
Deal
costs1
|
(1.2)
|
(2.2)
|
|
Share-based payments and long-term incentive plans2
|
(4.6)
|
(1.0)
|
|
Other/Restructuring
|
(0.3)
|
(0.8)
|
|
Gain/(loss) on disposals of
assets
|
0.1
|
0.5
|
|
Other gains and (losses)
|
(13.9)
|
0.9
|
|
Depreciation of property, plant and
equipment
|
(42.0)
|
(76.1)
|
|
Depreciation of right-of-use
assets
|
(12.9)
|
(12.7)
|
|
Amortisation of
intangibles
|
(13.0)
|
(12.2)
|
|
Interest receivable
|
0.9
|
0.7
|
|
Finance costs
|
(119.7)
|
(110.3)
|
|
Loss before tax
|
(0.4)
|
(39.4)
|
1 Deal costs comprise costs related to
potential acquisitions and the exploration of investment
opportunities, which cannot be capitalised. These comprise employee
costs, professional fees, travel costs and set up costs incurred
prior to operating activities commencing.
2 Share-based payments and long-term
incentive plan charges and associated costs.
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Adjusted EBITDA
|
206.2
|
173.8
|
|
Revenue
|
389.9
|
350.2
|
|
Adjusted EBITDA margin
|
53%
|
50%
|
Adjusted gross profit and adjusted gross
margin
Definition - Adjusted gross
profit is defined as gross profit, adding back site depreciation.
Adjusted gross margin is defined as adjusted gross profit divided
by revenue.
Purpose - These measures are
used to evaluate the underlying level of gross profitability of the
operations of the business, excluding depreciation, which is the
major non-cash measure reflected in cost of sales. The Group
believes that Adjusted gross profit facilitates comparisons of
operating performance from period to period and company to company
by eliminating potential differences caused by the age and booked
depreciation on assets. It is also a proxy for the gross cash
generation of its operations.
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Gross profit
|
201.0
|
131.7
|
|
Add back: site
depreciation
|
50.9
|
85.4
|
|
Adjusted gross profit
|
251.9
|
217.1
|
|
Revenue
|
389.9
|
350.2
|
|
Adjusted gross margin
|
65%
|
62%
|
Portfolio free cash flow
Definition - Portfolio free
cash flow is defined as Adjusted EBITDA less maintenance and
corporate capital expenditure, payments of lease liabilities
(including interest and principal repayments of lease liabilities)
and tax paid.
Purpose - This measure is used to evaluate the cash flow generated by
the business operations after expenditure incurred on maintaining
capital assets, including lease liabilities, and taxes. It is a
measure of the cash generation of the tower estate.
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Adjusted EBITDA
|
206.2
|
173.8
|
|
Less: Maintenance and corporate
capital additions
|
(22.6)
|
(18.4)
|
|
Less: Payments of lease
liabilities1
|
(26.2)
|
(24.7)
|
|
Less: Tax paid
|
(15.4)
|
(6.2)
|
|
Portfolio free cash flow
|
142.0
|
124.5
|
|
Cash conversion
%2
|
69%
|
72%
|
1 Payment of
lease liabilities includes interest and principal repayments of
lease liabilities.
2 Cash
conversion % is calculated as portfolio free cash flow divided by
Adjusted EBITDA.
Gross debt, net debt, net leverage
and cash & cash equivalents
Definition - Gross debt is
calculated as non-current loans, current loans, and long-term and
short-term lease liabilities, in line with the covenant definition
of the Group's senior debt. Net debt is calculated as gross debt
less cash and cash equivalents. Net leverage is calculated as net
debt divided by annualised Adjusted EBITDA.
Purpose - Net debt is a measure
of the Group's net indebtedness that provides an indicator of
overall balance sheet strength. It is also a single measure that
can be used to assess both the Group's cash position and its
indebtedness. The use of the term 'net debt' does not necessarily
mean that the cash included in the net debt calculation is
available to settle the liabilities included in this measure. Net
leverage is used to show how many years it would take for a company
to pay back its debt if net debt and Adjusted EBITDA are held
constant.
|
|
30
June
2024
US$m
|
31
December
2023
US$m
|
|
External
debt1
|
1,680.0
|
1,650.3
|
|
Lease liabilities
|
223.4
|
239.4
|
|
Gross debt
|
1,903.4
|
1,889.7
|
|
Cash and cash
equivalents
|
144.5
|
106.6
|
|
Net debt
|
1,758.9
|
1,783.1
|
|
Annualised Adjusted
EBITDA2
|
416.0
|
403.0
|
|
Net leverage3
|
4.2x
|
4.4x
|
1
External debt is presented in line with the
balance sheet at amortised cost. External debt is the total loans
owed to commercial banks and institutional investors, excluding
loans due to minority interest holders from June
2024.
2
Annualised Adjusted EBITDA calculated as per the
Senior Notes definition as the most recent fiscal quarter
multiplied by 4. This is not a forecast of future
results.
3
Net leverage is calculated as net debt divided by
annualised Adjusted EBITDA.
Return on invested
capital
Definition -
Return on invested capital ('ROIC') is defined as annualised
portfolio free cash flow divided by invested capital. Invested
capital is defined as gross property, plant and equipment and gross
intangible assets, less accumulated maintenance and corporate
capital expenditure, adjusted for IFRS 3 accounting adjustments and
deferred consideration for future sites.
Purpose -
This measure is used to evaluate asset efficiency and the
effectiveness of the Group's capital allocation.
|
|
30
June
2024
US$m
|
31
December
2023
US$m
|
|
Property, plant and
equipment
|
940.6
|
918.3
|
|
Accumulated depreciation
|
1,118.2
|
1,127.5
|
|
Accumulated maintenance and
corporate capital expenditure
|
(283.0)
|
(260.3)
|
|
Intangible assets
|
519.9
|
546.4
|
|
Accumulated amortisation
|
102.0
|
75.6
|
|
Accounting adjustments and deferred
consideration for future sites
|
(176.1)
|
(180.1)
|
|
Total invested capital
|
2,221.6
|
2,227.4
|
|
Annualised portfolio free cash
flow1
|
286.8
|
268.2
|
|
Return on invested
capital
|
12.9%
|
12.0%
|
1 Annualised portfolio free cash flow is calculated
as portfolio free cash flow for the last twelve months.
Risk management
The risk management and governance
process has not changed since the 2023 Annual report was published
and is set out on pages 51 to 56 of the 2023 Annual report
(available on the Group's website at www.heliostowers.com) and
summarised as follows.
The creation and maintenance of
the Group risk register involves the whole business with operating
company and functional head input being consolidated by Group
Compliance into a register for discussion and agreement at
Executive level prior to submission to the Audit Committee and the
Board. The risk register is updated twice a year after these
discussions and a review of the external environment for any
emerging risks.
All risks are classified into six
broad risk types: Strategic, Reputational, Compliance (including
legal), Finance, Operational and People. All risks are assessed
according to the probability and consequence of being realised and
a determination made to accept, avoid, or control and mitigate, in
which case mitigating controls are clearly defined. A risk owner
for all risks is identified.
During bi-annual discussions with
Executive Management and functional heads of department, potential
emerging risks are also discussed. These may result from internal
developments, changes in organisational structure/personnel,
potential new products or markets being considered or changes in
the external environment such as regulatory changes,
socio-economic, political or health and safety matters.
Emerging risks related to
sustainability, climate change, evolving legal requirements
concerning modern slavery and human rights abuses have been
identified as part of the risk management process and continue to
be monitored.
Principal risks and
uncertainties
There has been no change in the
nature, probability or potential impact of previously identified
risks as set out on pages 51 to 56 of the 2023 Annual report
(available on the Group's website at www.heliostowers.com).
The risks are summarised as follows:
- Major quality failure or breach
of contract
- Non-compliance with various laws
and regulations
- Economic and political
instability
- Significant exchange rate
movements
- Non-compliance with licence
requirements
- Loss of key personnel
- Technology risk
- Failure to remain
competitive
- Failure to integrate new lines
of business in new markets
- Tax disputes
- Operational
resilience
- Pandemic risk
- Cyber security risk
- Climate change
Control environment
The effectiveness of the Group's
system of internal control is regularly reviewed by the Board with
specific consideration given to material financial, operational and
sustainable risks and controls, with appropriate steps taken to
address any issues identified.
Going concern
The
Directors also considered it appropriate to prepare the condensed
consolidated financial statements on a going concern basis, as
explained in Note 1.
INDEPENDENT REVIEW REPORT TO HELIOS TOWERS
PLC
Conclusion
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024
which comprises the condensed consolidated statement of profit or
loss and other comprehensive income, condensed consolidated
statement of financial position, condensed consolidated statement
of changes in equity, condensed consolidated statement of cash
flows and related notes 1 to 17.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 2024 is not prepared, in all material
respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct
Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A
review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 2, the annual
financial statements of the group are prepared in accordance with
United Kingdom adopted international accounting standards. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This Conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410;
however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
financial report, we are responsible for expressing to the company
a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use of our report
This report is made solely to the
company in accordance with ISRE (UK) 2410. Our work has been
undertaken so that we might state to the company those matters we
are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company,
for our review work, for this report, or for the conclusions we
have formed.
Deloitte LLP
Statutory Auditor
London, United Kingdom
7 August 2024
Condensed consolidated statement of
profit or loss and other comprehensive income
(unaudited)
For the 6 months ended 30 June
2024
|
|
|
6 months ended 30 June
|
|
|
Note
|
2024
US$m
|
2023
US$m
|
|
Revenue
|
|
389.9
|
350.2
|
|
Cost of sales
|
|
(188.9)
|
(218.5)
|
|
Gross profit
|
|
201.0
|
131.7
|
|
Administrative expenses
|
|
(68.8)
|
(62.9)
|
|
Profit on disposal of property,
plant and equipment
|
|
0.1
|
0.5
|
|
Operating profit
|
|
132.3
|
69.3
|
|
Interest receivable
|
|
0.9
|
0.7
|
|
Other gains and (losses)
|
11
|
(13.9)
|
0.9
|
|
Finance costs
|
|
(119.7)
|
(110.3)
|
|
Loss before tax
|
4
|
(0.4)
|
(39.4)
|
|
Tax expense
|
5
|
(24.1)
|
(5.0)
|
|
Loss for the period
|
|
(24.5)
|
(44.4)
|
|
Other comprehensive
income/(expense):
|
|
|
|
|
Items that may be
reclassified subsequently to profit and loss:
|
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
(53.8)
|
5.2
|
|
Cash flow hedge reserve
gain
|
|
8.8
|
-
|
|
Total comprehensive loss for
the period
|
|
(69.5)
|
(39.2)
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
Owners of the
Company
|
|
(20.8)
|
(41.0)
|
|
Non-controlling
interests
|
|
(3.7)
|
(3.4)
|
|
Loss for the period
|
|
(24.5)
|
(44.4)
|
|
|
|
|
|
|
Total comprehensive loss
attributable to:
|
|
|
|
|
Owners of the
Company
|
|
(66.1)
|
(36.4)
|
|
Non-controlling
interests
|
|
(3.4)
|
(2.8)
|
|
Total comprehensive loss for the period
|
|
(69.5)
|
(39.2)
|
Earnings per share
|
Basic and diluted loss per share
(cents)
|
15
|
(2.0)
|
(3.9)
|
Condensed consolidated statement of
financial position (unaudited)
As at 30 June 2024
|
|
Notes
|
30 June
2024
US$m
|
31
December 2023
US$m
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
|
519.9
|
546.4
|
|
Property, plant and
equipment
|
|
940.6
|
918.3
|
|
Right-of-use assets
|
|
241.7
|
254.0
|
|
Deferred tax asset
|
|
10.6
|
13.6
|
|
Derivative financial
assets
|
|
13.5
|
6.3
|
|
|
|
1,726.3
|
1,738.6
|
|
Current assets
|
|
|
|
|
Inventories
|
|
13.4
|
12.7
|
|
Trade and other
receivables
|
7
|
347.3
|
297.2
|
|
Prepayments
|
|
45.8
|
42.6
|
|
Cash and cash
equivalents
|
|
144.5
|
106.6
|
|
|
|
551.0
|
459.1
|
|
Total assets
|
|
2,277.3
|
2,197.7
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
13.5
|
13.5
|
|
Share premium
|
|
105.6
|
105.6
|
|
Other reserves
|
|
(92.9)
|
(101.7)
|
|
Convertible bond
reserves
|
|
52.7
|
52.7
|
|
Share based payment
reserve
|
|
29.0
|
25.5
|
|
Treasury shares
|
|
(3.7)
|
(1.8)
|
|
Translation reserve
|
|
(67.4)
|
(56.9)
|
|
Retained earnings
|
|
(126.0)
|
(105.2)
|
|
Equity attributable to
owners
|
|
(89.2)
|
(68.3)
|
|
|
|
|
|
|
Non-controlling interest
|
|
26.4
|
29.8
|
|
Total equity
|
|
(62.8)
|
(38.5)
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
9
|
352.6
|
301.7
|
|
Short-term lease
liabilities
|
10
|
31.8
|
35.5
|
|
Loans
|
8
|
58.7
|
37.7
|
|
|
|
443.1
|
374.9
|
|
Non-current liabilities
|
|
|
|
|
Loans
|
8
|
1,669.0
|
1,612.6
|
|
Deferred tax liabilities
|
|
26.3
|
25.9
|
|
Long-term lease
liabilities
|
10
|
191.6
|
203.9
|
|
Derivative financial
liabilities
|
|
5.8
|
14.6
|
|
Minority interest buyout
liability
|
|
4.3
|
4.3
|
|
|
|
1,897.0
|
1,861.3
|
|
Total liabilities
|
|
2,340.1
|
2,236.2
|
|
Total equity and
liabilities
|
|
2,277.3
|
2,197.7
|
Condensed consolidated statement of
changes in equity (unaudited)
For the 6 months ended 30 June
2024
|
|
Share
capital
US$m
|
Share
premium
US$m
|
Other
reserves
US$m
|
Treasury
shares
US$m
|
Share
based payments reserve
US$m
|
Convertible bond reserves US$m
|
Translation reserves
US$m
|
Accumulated (losses)/ profits
US$m
|
Available
to the owners of the Company
US$m
|
Non-controlling interest
US$m
|
Total
equity
US$m
|
|
Balance at 1 January
2023
|
13.5
|
105.6
|
(87.0)
|
(1.1)
|
23.2
|
52.7
|
(93.5)
|
(5.1)
|
8.3
|
41.0
|
49.3
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(41.0)
|
(41.0)
|
(3.4)
|
(44.4)
|
|
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
4.6
|
-
|
4.6
|
0.6
|
5.2
|
|
Total comprehensive (loss)/income
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
4.6
|
(41.0)
|
(36.4)
|
(2.8)
|
(39.2)
|
|
Transactions with
owners;
Share based payments
|
-
|
-
|
-
|
(0.1)
|
0.3
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
|
Balance at 30 June 2023
|
13.5
|
105.6
|
(87.0)
|
(1.2)
|
23.5
|
52.7
|
(88.9)
|
(46.1)
|
(27.9)
|
38.2
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
13.5
|
105.6
|
(87.0)
|
(1.1)
|
23.2
|
52.7
|
(93.5)
|
(5.1)
|
8.3
|
41.0
|
49.3
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(100.1)
|
(100.1)
|
(11.7)
|
(111.8)
|
|
Movement in cashflow
hedge
|
-
|
-
|
(14.7)
|
-
|
-
|
-
|
-
|
-
|
(14.7)
|
-
|
(14.7)
|
|
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(2.3)
|
-
|
(2.3)
|
0.5
|
(1.8)
|
|
Total comprehensive (loss)/income
for the period
|
-
|
-
|
(14.7)
|
-
|
-
|
-
|
(2.3)
|
(100.1)
|
(117.1)
|
(11.2)
|
(128.3)
|
|
Transactions with
owners;
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
-
|
-
|
-
|
-
|
1.6
|
-
|
-
|
-
|
1.6
|
-
|
1.6
|
|
Transfer of treasury
shares
|
-
|
-
|
-
|
(0.7)
|
0.7
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Translation of hyperinflationary
results
|
-
|
-
|
-
|
-
|
-
|
-
|
38.9
|
-
|
38.9
|
-
|
38.9
|
|
Balance at 31 December
2023
|
13.5
|
105.6
|
(101.7)
|
(1.8)
|
25.5
|
52.7
|
(56.9)
|
(105.2)
|
(68.3)
|
29.8
|
(38.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
2024
|
13.5
|
105.6
|
(101.7)
|
(1.8)
|
25.5
|
52.7
|
(56.9)
|
(105.2)
|
(68.3)
|
29.8
|
(38.5)
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(20.8)
|
(20.8)
|
(3.7)
|
(24.5)
|
|
Movement in cashflow
hedge
|
-
|
-
|
8.8
|
-
|
-
|
|
-
|
-
|
8.8
|
-
|
8.8
|
|
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(54.1)
|
-
|
(54.1)
|
0.3
|
(53.8)
|
|
Total comprehensive (loss)/income
for the period
|
-
|
-
|
8.8
|
-
|
-
|
-
|
(54.1)
|
(20.8)
|
(66.1)
|
(3.4)
|
(69.5)
|
|
Share based payments
|
-
|
-
|
-
|
-
|
1.6
|
-
|
-
|
-
|
1.6
|
-
|
1.6
|
|
Transfer of treasury
shares
|
-
|
-
|
-
|
(1.9)
|
1.9
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Translation of hyperinflationary
results
|
-
|
-
|
-
|
-
|
-
|
-
|
43.6
|
-
|
43.6
|
-
|
43.6
|
|
Balance at 30 June 2024
|
13.5
|
105.6
|
(92.9)
|
(3.7)
|
29.0
|
52.7
|
(67.4)
|
(126.0)
|
(89.2)
|
26.4
|
(62.8)
|
Condensed consolidated statement of
cash flows (unaudited)
For the 6 months ended 30 June
2024
|
|
|
|
|
|
Note
|
2024
US$m
|
2023
US$m
|
|
Cash flows generated from operating
activities
|
|
|
|
|
Loss for the period before
taxation
|
4
|
(0.4)
|
(39.4)
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
Other (gains) and losses
|
11
|
13.9
|
(0.9)
|
|
Finance costs
|
|
119.7
|
110.3
|
|
Interest receivable
|
|
(0.9)
|
(0.7)
|
|
Share-based payments and long-term
incentive plans
|
|
4.6
|
1.0
|
|
Depreciation and
amortisation
|
|
67.9
|
101.0
|
|
Gain on disposal of property, plant
and equipment
|
|
(0.1)
|
(0.5)
|
|
Operating cash flows before
movement in working capital
|
|
204.7
|
170.8
|
|
|
|
|
|
|
Movement in working
capital:
|
|
|
|
|
(Increase) in
inventories
|
|
(1.0)
|
(0.2)
|
|
(Increase) in trade and other
receivables
|
|
(53.4)
|
(82.4)
|
|
Decrease/(Increase) in
prepayments
|
|
(3.7)
|
(4.3)
|
|
Increase in trade and other
payables
|
|
29.1
|
63.7
|
|
Cash generated from
operations
|
|
175.7
|
147.6
|
|
Interest paid
|
|
(80.0)
|
(72.3)
|
|
Tax paid
|
5
|
(15.4)
|
(6.2)
|
|
Net cash generated / (used) in
operating activities
|
|
80.3
|
69.1
|
|
Cash flows from investing
activities
|
|
|
|
|
Payments to acquire property, plant
and equipment
|
|
(68.3)
|
(88.6)
|
|
Payments to acquire intangible
assets
|
|
(5.2)
|
(2.1)
|
|
Proceeds on disposal of property,
plant and equipment
|
|
0.9
|
-
|
|
Interest received
|
|
0.7
|
0.7
|
|
Net cash used in investing
activities
|
|
(71.9)
|
(90.0)
|
|
Cash flows from financing
activities
|
|
|
|
|
Loan drawdowns
|
|
869.0
|
76.2
|
|
Loan issue costs
|
|
(15.7)
|
(0.5)
|
|
Repayment of loans
|
|
(803.1)
|
(30.0)
|
|
Repayment of lease
liabilities
|
|
(18.2)
|
(17.3)
|
|
Net cash generated in financing
activities
|
|
32.0
|
28.4
|
|
Net increase in cash and cash
equivalents
|
|
40.4
|
7.5
|
|
Foreign exchange on translation
movement
|
|
(2.5)
|
0.6
|
|
Cash and cash equivalents at the
beginning of period
|
|
106.6
|
119.6
|
|
Cash and cash equivalents at end of
period
|
|
144.5
|
127.7
|
Notes to the condensed consolidated
financial statements (unaudited)
For the 6 months ended 30 June
2024
1. General Information
Helios Towers plc is an independent
tower company, with operations across nine countries. Helios Towers
plc is a public limited company incorporated and domiciled in the
UK.
Going concern
The Directors believe that the Group
is well placed to manage its business risks successfully, despite
the current uncertain economic outlook in the wider economy. The
Group's forecasts and projections, taking account of possible
changes in trading performance, show that the Group should remain
adequately liquid and should operate within the covenant levels of
its current debt facilities.
As part of their regular assessment
of the Group's working capital and financing position, the
Directors have prepared a detailed trading and cash flow forecast
for a period which covers at least 12 months after the date of
approval of the condensed Financial Statements, together with
sensitivities and a 'reasonable worst case' stress scenario. In
assessing the forecasts, the Directors have considered:
· trading and operating risks presented by the conditions in
the operating markets;
· the
impact of macroeconomic factors, particularly inflation, interest
rates and foreign exchange rates;
· climate change risks and initiatives, including the Group's
Project 100 initiative;
· the
availability of the Group's funding arrangements, including loan
covenants and nonreliance on facilities with covenant restrictions
in more extreme downside scenarios;
· the
status of the Group's financial arrangements;
· progress made in developing and implementing cost reduction
programmes, climate change considerations and initiatives and
operational improvements; and - mitigating actions available should
business activities fall behind current expectations, including the
deferral of discretionary overheads and other
expenditures.
In particular for the current
period, the Directors have considered the continuing impact of
rising energy prices, the broader inflationary environment on the
Group's operations and the refinancing of the Group's bond debt.
Based on the foregoing considerations, the Directors continue to
consider it appropriate to adopt the going concern basis of
accounting in preparing the condensed Financial
Statements.
2. Accounting Policies
Basis of preparation
The annual financial statements of
Helios Towers plc will be prepared in accordance with United
Kingdom adopted International Accounting Standards. The condensed
set of financial statements included in this
half‑yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34 'Interim
Financial Reporting'.
Accounting policies are consistent
with those adopted in the last statutory financial statements of
Helios Towers plc and the audit opinion was unmodified. The
information as of 31 December 2023 has been extracted from
the audited financial statements of Helios Towers plc for the year
ended 31 December 2023 . These consolidated financial statements do
not constitute statutory financial statements under the Companies
Act 2006. The interim financial information for the six months
ended 30 June 2024 has been reviewed by the auditor, but not
audited. The information for the year ended 31 December 2023 shown
in this report does not constitute statutory accounts for that year
as defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for that year has been delivered to the
Registrar of Companies. The auditor has reported on those accounts.
Their report was unqualified, did not draw attention to any matters
by way of emphasis and did not contain a statement under section
498 (2) or (3) of the Companies Act 2006.
The interim financial information
for the six months ended 30 June 2024, which has been approved by
the Board of Directors, has been prepared on the basis of the
accounting policies set out in the Group's 2023 Annual Report on
pages 136 to 143. The Group's 2023 Annual Report can be found on
the Group's website www.heliostowers.com. These Condensed Interim
Financial Statements should be read in conjunction with the 2023
information. These Condensed Interim Financial Statements do not
comprise statutory accounts within the meaning of section 435 of
the Companies Act 2006 and should be read in conjunction with the
Annual Report 2023. These Condensed Interim Financial Statements
have been prepared in accordance with IAS 34: "Interim Financial
Reporting" contained in UK-adopted IFRS. There is no significant
seasonality impact in the business.
The preparation of financial
statements in conformity with IFRS requires the use of estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results
ultimately may differ from those estimates.
Updated accounting estimates and judgements
Following a detailed technical
review of our tower and site assets, the useful economic life of
certain tower assets has been increased from "up to 15 years" to
"up to 30 years" from the initial build date. If this estimate had
been applied in the six months to 30 June 2023 it would have
resulted in a reduction of our depreciation charge of approximately
US$30m. The Group accounted for the changes in the useful lives as
a change in accounting estimates, which will be recorded
prospectively from 1 January 2024.
The Group has considered various
financing options for its group subsidiaries in the current period
and concluded that there are certain inter group loans which are
not expected to be repaid in the foreseeable future. These have
therefore been designated as part of the group's net investment in
that subsidiary and in accordance with IAS 21: "The effect of
Changes in Foreign Exchange Rates" foreign exchange gains and
losses incurred on these loans in the current period have been
recognised in "Other Comprehensive Income" prospectively from 1
January 2024.
3.
Segmental reporting
The following segmental
information is presented in a consistent format with management
information considered by the CEO of each operating segment, and
the CEO and CFO of the Group, who are considered to be the chief
operating decision makers ('CODMs'). Operating segments are
determined based on geographical location. All operating segments
have the same business of operating and maintaining telecoms towers
and renting space on such towers. Accounting policies are applied
consistently for all operating segments. The segment operating
result used by CODMs is Adjusted EBITDA, which is defined in Note
4.
|
|
|
|
Group Total
|
Corporate
|
East
& West Africa
|
Central
& Southern Africa
|
MENA
|
|
6 months ended 30 June
2024
|
|
|
US$m
|
US$m
|
Tanzania
US$m
|
Other
US$m
|
DRC
US$m
|
Other
US$m
|
Oman
US$m
|
|
Revenue
|
|
|
389.9
|
-
|
121.5
|
38.4
|
144.6
|
51.6
|
33.8
|
|
Adjusted gross margin1
|
|
|
65%
|
-
|
73%
|
55%
|
57%
|
65%
|
81%
|
|
Adjusted
EBITDA2
|
|
|
206.2
|
(17.8)
|
84.5
|
16.6
|
72.7
|
25.7
|
24.5
|
|
Adjusted EBITDA
margin3
|
|
|
53%
|
-
|
70%
|
43%
|
50%
|
50%
|
72%
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing costs:
|
|
|
|
|
|
|
|
|
|
|
Interest costs (including
leases)
|
|
|
(100.8)
|
(4.4)
|
(17.7)
|
(18.6)
|
(26.9)
|
(14.3)
|
(18.9)
|
|
Foreign exchange
differences
|
|
|
(14.0)
|
40.3
|
(22.0)
|
(6.7)
|
(0.3)
|
(24.9)
|
(0.4)
|
|
Net costs of refinancing
|
|
|
(4.9)
|
(4.9)
|
-
|
-
|
-
|
-
|
-
|
|
Total financing costs
|
|
|
(119.7)
|
31.0
|
(39.7)
|
(25.3)
|
(27.2)
|
(39.2)
|
(19.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other segmental information
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
1,726.3
|
12.5
|
270.7
|
290.7
|
390.4
|
256.3
|
505.7
|
|
Property, plant and equipment
additions
|
|
|
69.7
|
5.7
|
13.5
|
8.6
|
24.2
|
9.0
|
8.7
|
|
Property, plant and equipment
depreciation and amortisation
|
|
|
55.0
|
3.1
|
10.1
|
8.1
|
17.6
|
5.6
|
10.5
|
|
|
|
Group Total
|
Corporate
|
East
& West Africa
|
Central
& Southern Africa
|
MENA
|
|
6 months ended 30 June
2023
|
|
US$m
|
US$m
|
Tanzania
US$m
|
Other
US$m
|
DRC
US$m
|
Other
US$m
|
Oman
US$m
|
|
Revenue
|
|
350.2
|
-
|
116.6
|
39.5
|
122.2
|
44.9
|
27.0
|
|
Adjusted gross margin1
|
|
62%
|
-
|
71%
|
55%
|
52%
|
61%
|
77%
|
|
Adjusted
EBITDA2
|
|
173.8
|
(17.1)
|
78.2
|
17.5
|
57.3
|
19.9
|
18.0
|
|
Adjusted EBITDA
margin3
|
|
50%
|
-
|
67%
|
44%
|
47%
|
44%
|
67%
|
|
|
|
|
|
|
|
|
|
|
|
Financing costs:
|
|
|
|
|
|
|
|
|
|
Interest costs (including
leases)
|
|
(82.3)
|
3.6
|
(19.0)
|
(13.4)
|
(26.7)
|
(9.6)
|
(17.2)
|
|
Foreign exchange
differences
|
|
(28.0)
|
4.6
|
(4.1)
|
(6.7)
|
0.4
|
(22.0)
|
(0.2)
|
|
Total financing costs
|
|
(110.3)
|
8.2
|
(23.1)
|
(20.1)
|
(26.3)
|
(31.6)
|
(17.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group Total
|
Corporate
|
East
& West Africa
|
Central
& Southern Africa
|
MENA
|
|
As at 31 December 2023
|
|
US$m
|
US$m
|
Tanzania
US$m
|
Other
US$m
|
DRC
US$m
|
Other
US$m
|
Oman
US$m
|
|
Other segmental information
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
1,738.6
|
12.0
|
281.9
|
300.3
|
383.4
|
251.6
|
509.4
|
|
Property, plant and equipment
additions
|
|
178.9
|
3.0
|
34.2
|
24.2
|
68.1
|
36.3
|
13.1
|
|
Property, plant and equipment
depreciation and amortisation
|
|
187.0
|
7.4
|
47.8
|
29.1
|
51.7
|
27.8
|
23.2
|
1
Adjusted gross margin means
gross profit, adding back site depreciation, divided by
revenue.
2 Adjusted EBITDA is loss before tax for the period, adjusted
for, finance costs, other gains and losses, interest receivable,
loss on disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, recharged
depreciation, deal costs for aborted acquisitions, deal costs not
capitalised, share-based payments and long-term incentive plan
charges, and other adjusting items.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by
revenue.
In H1 2024 63% of the Group's
revenue was generated from three customers (26%, 22% and 14%
respectively), two of whom (26% and 14% of revenue) operated in
both East & West Africa and Central & Southern Africa, with
the remaining customer operating in all three segments.
In H1 2023 60% of the Group's revenue was
generated from three customers (28%, 22%, and 10% respectively),
two of whom (28% and 10% of revenue) operated in both East &
West Africa and Central & Southern Africa, with the remaining
customer operating in all three segments.
4.
Reconciliation of aggregate segment Adjusted EBITDA to loss before
tax
The key segment operating result
used by chief operating decision makers (CODMs) is Adjusted EBITDA
which is also an Alternative Performance Measure of the Group as a
whole, as described above on page 10.
|
|
|
|
|
2024
US$m
|
2023
US$m
|
|
Adjusted EBITDA
|
206.2
|
173.8
|
|
Adjustments applied in arriving at
Adjusted EBITDA:
|
|
|
|
Adjusting items:
|
|
|
|
Deal
costs1
|
(1.2)
|
(2.2)
|
|
Share-based payments and long-term incentive plans2
|
(4.6)
|
(1.0)
|
|
Other
restructuring
|
(0.3)
|
(0.8)
|
|
Gain on disposals of
assets
|
0.1
|
0.5
|
|
Other gains and (losses)
|
(13.9)
|
0.9
|
|
Depreciation of property, plant and
equipment
|
(42.0)
|
(76.1)
|
|
Depreciation of right-of-use
assets
|
(12.9)
|
(12.7)
|
|
Amortisation of
intangibles
|
(13.0)
|
(12.2)
|
|
Interest receivable
|
0.9
|
0.7
|
|
Finance costs
|
(119.7)
|
(110.3)
|
|
Loss before tax
|
(0.4)
|
(39.4)
|
1
Deal
costs comprise costs related to potential acquisitions and the
exploration of investment opportunities, which cannot be
capitalised. These comprise employee costs, professional fees,
travel costs and set up costs incurred prior to operating
activities commencing.
2 Share-based
payments and long-term incentive plan charges and associated
costs.
5. Tax expense
Though the entity in Senegal
continues to be loss-making for tax purposes, minimum income taxes
and asset based taxes were levied, as stipulated by law in these
jurisdictions. Malawi, Oman and South Africa are loss making for
tax purposes and no minimum income tax applies. DRC, Ghana,
Madagascar, Tanzania, Congo Brazzaville and two entities in South
Africa are profitable for tax purposes and subject to income tax on
taxable profits thereon.
The tax expense for the period is
calculated by reference to the forecast full year tax rate and
applied to profits for the period, adjusted for actual tax on
adjusting items. The range of statutory income tax rates applicable
to the Group's operating subsidiaries is between 15% and 30%. A tax
charge is reported in the condensed financial statements despite a
consolidated loss for accounting purposes, as a result of losses
recorded in Mauritius and UK which are not able to be group
relieved against taxable profits in the operating company
jurisdictions.
Based on recent experience of
closing tax audit cases, the provisions held by the Group have
accurately quantified the final amounts determined. The Directors
considered the current provisions held by the Group to be
appropriate.
|
|
|
|
Tax expense
|
2024
US$m
|
2023
US$m
|
|
Total current tax
|
21.1
|
8.5
|
|
Deferred tax
|
3.0
|
(3.5)
|
|
|
24.1
|
5.0
|
|
|
|
|
Tax paid
|
2024
US$m
|
2023
US$m
|
|
Income tax
|
15.4
|
6.2
|
|
|
15.4
|
6.2
|
6. Derivative financial
instruments
The amounts recognised in the
statement of financial position are as follows:
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Balance brought forward
|
6.3
|
2.8
|
|
Derivative financial instrument -
US$975m 7.000% Senior Notes 2025
|
(6.3)
|
3.5
|
|
Derivative financial instrument -
US$850m 7.500% Senior Notes 2029
|
13.5
|
-
|
|
Currency forward
contracts
|
-
|
-
|
|
Balance carried forward
|
13.5
|
6.3
|
In May 2024 the Group repurchased
US$975m 7.000% Senior Notes 2025, of which US$650m was outstanding
at time of repurchase, using proceeds from its US$850m 7.500%
Senior Notes 2029. Both bonds had put and call options embedded
within the terms of the Senior Notes. The asset associated with the
2025 Notes was written off when the bonds were repurchased and the
fair value of the new derivative, associated with the 2029 Notes,
was recognised as outlined below.
The derivatives at the balance
sheet date represent the fair value of the put and call options
embedded within the terms of the 7.500% Senior Notes.
The call options give the Group the
right to redeem the Senior Notes instruments at a date prior to the
maturity date (4 June 2029), in certain circumstances and at a
premium over the initial notional amount.
The put option provides the holders
with the right (and the Group with an obligation) to settle the
Senior Notes before their redemption date in the event of a change
in control resulting in a rating downgrade (as defined in the terms
of the Senior Notes, which also includes a major asset sale), and
at a premium over the initial notional amount.
The options are fair valued using
an option pricing model that is commonly used by market
participants to value such options and makes the maximum use of
market inputs, relying as little as possible on the entity's
specific inputs and making reference to the fair value of similar
instruments in the market. The options are considered a Level 3
financial instrument in the fair value hierarchy of IFRS 13, owing
to the presence of unobservable inputs.
Where Level 1 (market observable)
inputs are not available, the Helios Group engages a third party
qualified valuer to perform the valuation. Management works closely
with the qualified external valuer to establish the appropriate
valuation techniques and inputs to the model. The fair value of the
embedded derivative is the difference between the quoted price of
the Senior Notes and the fair value of the host contract (the
Senior Notes excluding the embedded derivative). The fair value of
the Senior Notes as at the Valuation Date has been sourced from an
independent third-party data vendor. The fair value of the host
contract is calculated by discounting the Senior Notes' future cash
flows (coupons and principal payment) at USD 3-month LIBOR plus
Helios Towers' credit spread.
As at the
reporting date, the call option had a fair value of US$13.5m (31
December 2023: US$6.3m on the US$975m 7.000% Senior Notes 2025),
while the put option had a fair value of US$nil million (31
December 2023: US$nil million).
As at 30 June 2024, the group had
derivative financial instruments of US$5.8m (Dec 2023: US$14.6m) of
interest rate swaps which are designated as cash flow hedges under
IFRS 9.
The hedge ratio for each designation
will be established by comparing the quantity of the hedging
instrument and the quantity of the hedged item to determine their
relative weighting; for all of the Group's existing hedge
relationships the hedge ratio has been determined as 1:1. The fair
values of the derivative financial instruments are calculated by
discounting the future cash flows to net present values using
appropriate market rates and foreign currency rates prevailing at
31 December. The valuation basis is level 2 of the fair value
hierarchy. This classification comprises items where fair value is
determined from inputs other than quoted prices that are observable
for the asset and liability, either directly or
indirectly.
7.
Trade and other receivables
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Trade receivables
|
186.2
|
145.2
|
|
Loss allowance
|
(5.5)
|
(5.4)
|
|
|
180.7
|
139.8
|
|
Contract Assets
|
124.4
|
109.1
|
|
Sundry receivables
|
29.6
|
33.1
|
|
VAT & Withholding tax
receivable
|
12.6
|
15.2
|
|
|
347.3
|
297.2
|
The Group measures the loss
allowance for trade receivables and trade receivables from related
parties at an amount equal to lifetime expected credit losses
('ECL'). The expected credit losses on trade receivables are
estimated using a provision matrix by reference to past default
experience of the debtor and an analysis of the debtor's current
financial position, adjusted for factors that are specific to the
debtors, general economic conditions of the industry in which the
debtors operate and an assessment of both the current as well as
the forecast direction of conditions at the reporting date. Loss
allowance expense is included within cost of sales in the condensed
consolidated statement of profit or loss.
There has been no change in the
estimation techniques or significant assumptions made during the
current reporting period. Interest can be charged on past due
debtors. The normal credit period of services between 30 and 90
days.
The increase in trade receivables
during the period of $40.9m is primarily due to invoicing customers
in advance, which is also reflected in the higher deferred income
balance at 30 June 2024 (see note 9).
Debtor days
The Group calculates debtor days
as set out in the table below. It considers its most relevant
customer receivables exposure on a given reporting date to be the
amount of receivables due in relation to the revenue that has been
reported up to that date. It therefore defines its net receivables
as the total trade receivables and accrued revenue, less loss
allowance and deferred income that has not yet been
settled.
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Trade receivables1
|
186.2
|
145.2
|
|
Accrued Revenue2
|
14.4
|
10.1
|
|
Less: Loss allowance
|
(5.5)
|
(5.4)
|
|
Less: Deferred income3
|
(98.3)
|
(56.5)
|
|
Net Receivables
|
96.8
|
93.4
|
|
Revenue
|
389.9
|
721.0
|
|
Debtor days
|
45
|
47
|
1
Trade receivables, including related
parties.
2 Reported within contract
assets.
3
Deferred income has been
adjusted for nil (2023: nil) in respect of amounts settled by
customers at the balance sheet date.
The decrease in debtor days at 30
June 2024 is primarily due to collections during the
period.
In determining the recoverability
of a trade receivable, the Group considers any change in the credit
quality of the trade receivable from the date credit was initially
granted up to the reporting date. The Directors consider that the
carrying amount of trade and other receivables is approximately
equal to their fair value.
At 30 June 2024, US$31.7m (2023:
US$21.3m) of services had been provided to customers which had yet
to meet the Group's probability criterion for revenue recognition
under the Group's accounting policies. Revenue for these services
will be recognised in the future as and when all recognition
criteria are met.
8. Loans
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Loans & bonds
|
1,714.1
|
1,632.3
|
|
Bank overdraft
|
13.6
|
18.0
|
|
Total borrowings
|
1,727.7
|
1,650.3
|
|
Current
|
58.7
|
37.7
|
|
Non-current
|
1,669.0
|
1,612.6
|
|
|
1,727.7
|
1,650.3
|
Loans are classified as financial
liabilities and measured at amortised cost. During the period, the
Group raised $850m 7.50% notes due 2029. The proceeds were used to
wholly repay its existing 2025 notes and Senegal Opco facilities,
in addition to partially repaying amounts drawn under its Group
term facilities. The Group recognised US$13.5m in relation to the
embedded derivative within the bond (see note 6).
9. Trade and other
payables
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Trade payables
|
40.7
|
31.3
|
|
Deferred income
|
98.3
|
60.6
|
|
Deferred consideration
|
29.0
|
33.5
|
|
Accruals
|
141.5
|
148.6
|
|
VAT, Withholding and other tax
payable
|
43.1
|
27.7
|
|
|
352.6
|
301.7
|
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
ongoing costs. The average credit period taken for trade purchases
is 32 days (2023: 23
days). Payable days are calculated as trade payables and payables
to related parties, divided by cost of sales plus administration
expenses less staff costs and depreciation and amortisation. No
interest is charged on trade payables. The Group has financial risk
management policies in place to ensure that all payables are paid
within the pre-agreed credit terms.
Deferred income has increased due
to timing of invoices being issued to customers and also reflects
the higher trade receivables balance at 30 June 2024 (see note
7).
The Directors consider the
carrying amount of trade payables approximates to their fair value
due to their short-term nature.
10. Lease liabilities
|
|
30
June
2024
US$m
|
31
December 2023
US$m
|
|
Short-term lease
liabilities
|
|
|
|
Land
|
29.4
|
30.2
|
|
Buildings
|
2.4
|
4.7
|
|
Motor vehicles
|
-
|
0.6
|
|
|
31.8
|
35.5
|
|
Long-term lease
liabilities
|
|
|
|
Land
|
181.9
|
193.1
|
|
Buildings
|
9.7
|
10.8
|
|
|
191.6
|
203.9
|
The below undiscounted cash flows
do not include escalations based on CPI or other indexes which
change over time. Renewal options are considered on a case by case
basis with judgements around the lease term being based on
management's contractual rights and their current
intentions.
The profile of the outstanding
undiscounted contractual payments fall due as follows:
|
|
Within
1
year
US$m
|
2-5
years
US$m
|
6-10
years US$m
|
10+ years
US$m
|
Total
US$m
|
|
30 June 2024
|
41.4
|
135.5
|
136.6
|
341.3
|
654.8
|
|
|
|
|
|
|
|
|
31 December 2023
|
44.4
|
139.8
|
138.6
|
350.6
|
673.4
|
11. Other gains and
(losses)
|
|
|
|
|
30 June 2024
US$m
|
30
June
2023
US$m
|
|
Net monetary loss on
hyperinflation
|
(13.8)
|
-
|
|
Fair value (loss)/gain on
derivative financial instruments
|
(0.1)
|
0.9
|
|
|
(13.9)
|
0.9
|
The
loss of US$13.9m in H1
2024 was predominately driven by a net monetary loss on translation
of results in hyperinflationary market, following the application
of hyperinflationary accounting from H2 2023.
12. Uncompleted performance
obligations
The table below represents
undiscounted uncompleted performance obligations at the end of the
reporting period. This is total revenue which is contractually due
to the Group, subject to the performance of the obligation of the
Group related to these revenues.
|
|
30 June
2024
US$m
|
31
December 2023
US$m
|
|
Total contracted revenue
|
5,482.3
|
5,417.2
|
Contracted revenue
The following table provides our
total undiscounted contracted revenue by
country as of 30 June 2024 for each of the periods from 2024 to
2028, with local currency amounts converted at the applicable
average rate for US Dollars for the period ended 30 June 2024 held
constant.
Our contracted revenue calculation
for each year presented assumes: (i) no escalation in fee rates,
(ii) no increases in sites or tenancies other than our committed
tenancies, (iii) our customers do not utilise any cancellation
allowances set forth in their MLAs; (iv) our customers do not
terminate MLAs prior their current term; and (v) no automatic
renewal. The average remaining initial life of customer contracts
is 7.4 years (H1 2023: 7.1 years).
|
|
|
|
|
|
6 months
to
31
December 2024
|
2025
|
2026
|
2027
|
2028
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Middle East & North
Africa
|
31.0
|
53.6
|
53.5
|
53.5
|
53.5
|
|
East & West Africa
|
147.6
|
301.1
|
270.7
|
257.3
|
250.8
|
|
Central & Southern
Africa
|
187.4
|
354.5
|
317.6
|
283.4
|
268.0
|
|
|
366.0
|
709.2
|
641.8
|
594.2
|
572.3
|
13. Related party
transactions
During the period and comparative
period there were no disclosable related party transactions.
14. Contingent
Liabilities
The Group exercises judgement to
determine whether to recognise provisions and make disclosures for
contingent liabilities. The following claims are currently
outstanding from tax authorities in the counties in which the Group
operates:
· An
asssment from the Tanzania Revenue Authority for corporate income
tax for the financial years ending 2018-2021 inclusive. The
outstanding amount is approximately US$9.2 million.
· A
claim arising for the financial years 2018 and 2019 from DRC tax
authorities for an assessment of a number of taxes amounting to
US$43.6 million.
· A
claim arising for the financial years 2013 to 2016 from DRC tax
authorities for a payment collection notice for environmental taxes
amounting to US$31.7 million.
· A
claim from, the Congo Brazzaville tax authorities for securities
income tax, VAT and withholding tax. The outstanding amount is
US$10.2 million.
The Directors are working with
their advisers and are in discussion with the tax authorities to
bring the matters to conclusion based on the facts. At this time,
the Directors have identified no present obligations in relation to
these tax audits that would lead to material probable future cash
outflows and therefore no provision has been made for these
amounts. The balances above represent the Group's assessment of the
maximum possible exposure for the years assessed.
Other individually immaterial tax,
and regulatory proceedings, claims and unresolved disputes are
pending against Helios Towers in a number of jurisdictions. The
timing of resolution and potential outcome (including any future
financial obligations) of these are uncertain, but not considered
probable and therefore no provision has been recognised in relation
to these matters.
15. Loss per share
Basic loss per share has been
calculated by dividing the total loss for the period by the
weighted average number of shares in issue during the period after
adjusting for shares held in employee benefit trusts.
To calculate diluted earnings per
share, the weighted average number of ordinary shares in issue is
adjusted to assume conversion of all dilutive potential shares.
Share options granted to employees where the exercise price is less
than the average market price of the Company's ordinary shares
during the year are considered to be dilutive potential shares.
Where share options are exercisable based on performance criteria
and those performance criteria have been met during the period,
these options are included in the calculation of dilutive potential
shares. The Directors believe that Adjusted EBITDA per share is
representative of the operations of the business, refer to Note
4.
Earnings per share is based
on:
|
|
2024
US$m
|
2023
US$m
|
|
Loss after tax for the period
attributable to owners of the Company
|
(20.8)
|
(41.0)
|
|
Adjusted EBITDA (Note 4)
|
206.2
|
173.8
|
|
|
6 months ended 30 June
|
|
|
2024
Number
|
2023
Number
|
|
Weighted average number of ordinary
shares used to calculate basic earnings per share
|
1,049,580,965
|
1,048,121,517
|
|
Weighted average number of dilutive
potential shares
|
125,691,884
|
116,179,382
|
|
Weighted average number of ordinary
shares used to calculate diluted earnings per share
|
1,175,272,849
|
1,164,300,899
|
Loss per share
|
|
6 months ended 30 June
|
|
|
2024
cents
|
2023
cents
|
|
Basic
|
(2.0)
|
(3.9)
|
|
Diluted
|
(2.0)
|
(3.9)
|
Adjusted EBITDA per share
|
|
6 months ended 30 June
|
|
|
2024
Cents
|
2023
cents
|
|
Basic
|
19.6
|
16.6
|
|
Diluted
|
17.5
|
14.9
|
The calculation of basic and
diluted earnings per share is based on the net loss attributable to
equity holders of the Company entity for
the period US$20.8m (H1 2023: US$41.0m).
Basic and diluted earnings per share amounts are calculated by
dividing the net loss attributable to equity shareholders of the
Company entity by the weighted average number of shares outstanding
during the year. Dilutive potential shares are anti-dilutive due to
the loss after tax attributable to ordinary shareholders
reported.
The calculation of Adjusted EBITDA
per share and diluted EBITDA per share are based on the Adjusted
EBITDA earnings for the period of US$206.2m (2023: US$173.8m).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to net loss
before tax.
16. Subsequent events
There were no reportable subsequent
events after the balance sheet date.
17. Directors' responsibility
statement
The Directors confirm that, to the
best of their knowledge this condensed set of consolidated
financial statements which has been prepared in accordance with IAS
34, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the issuer, or the
undertakings included in the consolidation as a whole as required
by DTR 4.2.4R and that this Interim Report includes a fair review
of the information required by content of the Interim Management
section in the Disclosure Guidance and Transparency Rules 4.2.7R
and Disclosure Guidance and Transparency Rules 4.2.8R.
The interim financial statements
for the period ended 30 June 2024 have
been authorised for issue on 7 August 2024.
|
Tom Greenwood
|
Manjit Dhillon
|
|
Chief Executive Officer
|
Chief Financial Officer
|
Certain defined terms and conventions
We have prepared the annual
report using a number of conventions, which you should consider
when reading information contained herein as follows. All
references to 'we', 'us', 'our', 'HT Group', 'Helios Towers' our
'Group' and the 'Group' are references to Helios Towers, plc and
its subsidiaries, taken as a whole.
'2G' means the second-generation
cellular telecommunications network commercially launched on the
GSM and CDMA standards.
'3G' means the third-generation cellular
telecommunications networks that allow simultaneous use of voice
and data services, and provide high-speed data access using a range
of technologies.
'4G' means the fourth-generation
cellular telecommunications networks that allow simultaneous use of
voice and data services, and provide high-speed data access using a
range of technologies (these speeds exceed those available for
3G).
'5G' means the fifth generation cellular
telecommunications networks. 5G does not currently have a publicly
agreed upon standard; however, it provides high-speed data access
using a range of technologies that exceed those available for
4G.
'Adjusted EBITDA' is defined by
management as profit/loss before tax for the period, adjusted for
finance costs, other gains and losses, interest receivable, loss on
disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairments of property, plant
and equipment, depreciation of right-of-use assets, deal costs for
aborted acquisitions, deal costs not capitalised, share-based
payments and long-term incentive plan charges, and other adjusting
items. Adjusting items are material items that are considered
one-off by management by virtue of their size and/or
incidence.
'Adjusted EBITDA margin' means Adjusted
EBITDA divided by revenue.
'Adjusted gross margin' means Adjusted
Gross Profit divided by revenue.
'Adjusted gross profit' means gross
profit adding back site and warehouse depreciation.
'Airtel' means Airtel Africa.
'amendment revenue' means revenue from
amendments to existing site contracts when tenants add or modify
equipment, taking up additional vertical space, wind load capacity
and/or power consumption under an existing site
contract.
'anchor tenant' means the primary
customer occupying each site.
'Analysys Mason' means Analysys Mason
Limited.
'annualised Adjusted EBITDA' means
Adjusted EBITDA for the last three months of the respective period,
multiplied by four, adjusted to reflect the annualised contribution
from acquisitions that have closed in the last three months of the
respective period.
'Annualised portfolio free cash flow'
means portfolio free cash flow in the trailing twelve months,
adjusted to annualise for the impact of acquisitions closed during
the period.
'average remaining initial life' means
the average of the periods through the expiration of the term under
certain agreements, excluding future automatic renewals.
'APMs' Alternative Performance Measures
are measures of financial performance, financial position or cash
flows that are not defined or specified under IFRS but used by the
Directors internally to assess the performance of the
Group.
'average grid hours' or 'average grid
availability' reflects the estimated site weighted average of grid
availability per day across the Group portfolio in the reporting
year.
'Axian' means Axian Group.
'build-to-suit' (BTS) means sites
constructed by our Group on order by a MNO.
'carbon emissions per tenant' is the metric used for our intensity target. The carbon
emissions include Scope 1 and 2 emissions for the markets included
in the target and the average number of tenants is calculated using
monthly data.
'colocation' means the sharing of site
space by multiple customers or technologies on the same site, equal
to the sum of standard colocation tenants and amendment colocation
tenants.
'colocation tenant' means each
additional tenant on a site in addition to the primary anchor
tenant and is classified as either a standard or amendment
colocation tenant.
'committed colocation' means contractual
commitments relating to prospective colocation tenancies with
customers.
'Company' means Helios Towers
plc.
'Congo Brazzaville' otherwise also known
as the Republic of Congo.
'contracted revenue' means total
undiscounted revenue as at that date with local currency amounts
converted at the applicable average rate for US Dollars held
constant. Our contracted revenue calculation for each year
presented assumes: (i) no escalation in fee rates, (ii) no
increases in sites or tenancies other than our committed tenancies
(which include committed colocations and/or committed anchor
tenancies), (iii) our customers do not utilise any cancellation
allowances set forth in their MLAs (iv) our customers do not
terminate MLAs early for any reason and (v) no automatic
renewal.
'corporate capital expenditure'
primarily relates to furniture, fixtures and equipment.
'downtime per tower per week' refers to
the average amount of time our sites are not powered across each
week within our seven markets that Helios Towers was operating in
across 2022 and 2023.
'Deloitte' means Deloitte
LLP.
'DRC' means Democratic Republic of
Congo.
'FRS 102' means the Financial Reporting
Standard Applicable in the UK and Republic of Ireland.
'free cash flow' means levered portfolio
free cash flow less discretionary capital additions and cash paid
for exceptional and one-off items, and proceeds on disposal
assets.
'Ghana' means the Republic of
Ghana.
'GHG' means greenhouse gases.
'gross debt' means non-current loans and
current loans and long-term and short-term lease
liabilities.
'gross leverage' means gross debt
divided by annualised Adjusted EBITDA.
'gross profit' means revenue after
deducting cost of sales.
'growth capex' or 'growth capital
expenditure' relates to (i) construction of build-to-suit sites
(ii) installation of colocation tenants and (ii) and investments in
power management solutions.
'Group' means Helios Towers plc and its
subsidiaries.
'GSMA' is the industry organisation that
represents the interests of mobile network operators
worldwide.
'hard currency Adjusted EBITDA' refers
to Adjusted EBITDA that is denominated in US Dollars, US Dollar
pegged, US Dollar linked or Euro pegged.
'hard currency Adjusted EBITDA %' refers to Hard
currency Adjusted EBITDA as a % of Adjusted EBITDA
'Helios Towers Congo Brazzaville' or 'HT
Congo Brazzaville' means Helios Towers Congo Brazzaville
SASU.
'Helios Towers DRC' or 'HT DRC' means HT
DRC Infraco SARL.
'Helios Towers Ghana' or 'HT Ghana'
means HTG Managed Services Limited.
'Helios Towers Oman' or 'HT Oman' means
Oman Tech Infrastructure SAOC.
'Helios Towers plc' means the ultimate
Company of the Group.
'Helios Towers South Africa' or 'HTSA'
means Helios Towers South Africa Holdings (Pty) Ltd and its
subsidiaries.
'Helios Towers Tanzania' or 'HT
Tanzania' means HTT Infraco Limited.
'IFRS' means International Financial
Reporting Standards as adopted by the European Union.
'independent tower company' means a
tower company that is not affiliated with or majority owned by a
telecommunications operator.
'ISO accreditations' refers to the
International Organisation for Standardisation and its published
standards: ISO 9001 (Quality Management), ISO 14001 (Environmental
Management), ISO 45001 (Occupational Health and Safety), ISO 37001
(Anti-Bribery Management) and ISO 27001 (Information Security
Management).
'IVMS' means in-vehicle monitoring
system.
'Lean Six Sigma' is a renowned approach
that helps businesses increase productivity, reduce inefficiencies
and improve the quality of output.
'lease-up' means the addition of
colocation tenancies to our sites.
'Levered portfolio free cash flow' means
portfolio free cash flow less net payment of interest and net
change in working capital.
'Lost Time Injury Frequency Rate' means
the number of lost time injuries per one million person-hours
worked (12-month roll)
'LTIP' means Long-Term Incentive
Plan.
'Madagascar' means Republic of
Madagascar.
'Malawi' means Republic of
Malawi.
'maintenance capital expenditure' means
capital expenditures for periodic refurbishments and replacement of
parts and equipment to keep existing sites in service.
'Mauritius' means the Republic of
Mauritius.
'MENA' means Middle East and
North Africa.
'Middle East' region includes thirteen
countries namely Hashemite Kingdom of Jordan, Kingdom of Bahrain,
Kingdom of Saudi Arabia, Republic of Iraq, Republic of Lebanon,
State of Kuwait, Sultanate of Oman, State of Palestine, State of
Qatar, Syrian Arab Republic, The Republic of Yemen, The Islamic
Republic of Iran and The United Arab Emirates.
'MLA' means master lease
agreement.
'MNO' means mobile network
operator.
'mobile penetration' means the amount of
unique mobile phone subscriptions as a percentage of the total
market for active mobile phones.
'MTN' means MTN Group Ltd.
'MTSA' means master tower services
agreement.
'near miss' is an event not causing harm
but with the potential to cause injury or ill health.
'NED' means Non-Executive
Director.
'net debt' means gross debt less cash
and cash equivalents.
'net leverage' means net debt divided by
annualised Adjusted EBITDA.
'net receivables' means total trade
receivables (including related parties) and accrued revenue, less
deferred income.
'Oman' means Sultanate of
Oman.
'Omantel' means Oman Telecommunications
Company SAOG.
'Orange' means Orange S.A.
'organic tenancy growth' means the
addition of BTS or colocations not as a result of M&A
activities.
'our established markets' refers to
Tanzania, DRC, Congo Brazzaville, Ghana and South
Africa.
'our markets' or 'markets in which we
operate' refers to Tanzania, DRC, Congo Brazzaville, Ghana, South
Africa, Senegal, Madagascar, Malawi and Oman.
'population coverage' refers to the
Company estimated potential population that falls within the
network coverage footprint of our towers, calculated using WorldPop
source data.
'portfolio free cash flow' defined as
Adjusted EBITDA less maintenance and corporate capital additions,
payments of lease liabilities (including interest and principal
repayments of lease liabilities) and tax paid.
'PoS' means points of service, which is
an MNO's antennae equipment configuration located on a site to
provide signal coverage to subscribers. At Helios Towers, a
standard PoS is equivalent to one tenant on a tower.
'power uptime' reflects the average
percentage our sites are powered across each month, and is a key
component of our service offering to customers. For comparability,
figures presented only reflect portfolios that are subject to power
SLAs for both the current and prior reporting period. This includes
Tanzania, DRC, Senegal, Congo Brazzaville, South Africa, Ghana and
Madagascar.
'Project 100' refers to our commitment
to invest US$100 million between 2022 and 2030 on carbon reduction
and carbon innovation.
'road traffic accident frequency rate'
means the number of work-related road traffic accidents per 1
million kilometres driven (12-month roll).
'ROIC' means return on invested capital
and is defined as annualised portfolio free cash flow divided by
invested capital.
'rural area' while there is no global
standardised definition of rural, we have defined rural as milieu
with population density per square kilometre of up to 1,000
inhabitants. These include greenfield sites, small villages and
towns with a series of small settlement
structures.
'rural coverage' is the population
living within the footprint of a site located in a rural
area.
'rural sites' means sites which align to
the above definition of 'rural area'.
'Senegal' means the Republic of
Senegal.
'SHEQ' means safety, health, environment
and quality.
'site acquisition' means a combination
of MLAs or MTSAs, which provide the commercial terms governing the
provision of site space, and individual ISA, which act as an
appendix to the relevant MLA or MTSA, and include site-specific
terms for each site.
'site agreement' means the MLA and ISA
executed by us with our customers, which act as an appendix to the
relevant MLA and includes certain site-specific information (for
example, location and any grandfathered equipment).
'SLA' means service-level
agreement.
'South Africa' means the Republic of
South Africa.
'standard colocation' means tower space
under a standard tenancy site contract rate and configuration with
defined limits in terms of the vertical space occupied, the wind
load and power consumption.
'Tanzania' means the United Republic of
Tanzania.
'TCFD' means Task Force on
Climate-Related Financial Disclosures.
'telecommunications operator' means a
company licensed by the government to provide voice and data
communications services.
'tenancy' means a space leased for
installation of a base transmission site and associated
antennae.
'tenancy ratio' means the total number
of tenancies divided by the total number of our sites as of a given
date and represents the average number of tenants per site within a
portfolio.
'tenant' means an MNO that leases
vertical space on the tower and portions of the land underneath on
which it installs its equipment.
'the Trustee' means the trustee(s) of
the EBT.
'total colocations' means standard
colocations plus amendment colocations as of a given
date.
'total recordable case frequency rate'
means the total recordable injuries that occur per one million
hours worked (12-month roll).
'total tenancies' means total anchor,
standard and amendment colocation tenants as of a given
date.
'tower contract' means the MLA and
individual site agreements executed by us with our customers, which
act as a schedule to the relevant MLA and includes certain
site-specific information (for example, location and
equipment).
'towerco' means tower company, a
corporation involved primarily in the business of building,
acquiring and operating telecommunications towers that can
accommodate and power the needs of multiple tenants.
'tower sites' means ground-based towers
and rooftop towers and installations constructed and owned by us on
property (including a rooftop) that is generally owned or leased by
us.
'UK Corporate Governance Code' or
'the Code' means the UK
Corporate Governance Code published by the Financial Reporting
Council and dated July 2018, as amended from time to
time.
'UK GAAP' means the United Kingdom
Generally Accepted Accounting Practice.
'upgrade capex' or 'upgrade capital expenditure' comprises
structural, refurbishment and consolidation activities carried out
on selected acquired sites.
'Viettel' means Viettel
Tanzania Limited.
'Vodacom' means Vodacom Group
Limited.
Disclaimer:
This release does not constitute
an offering of securities or otherwise an invitation or inducement
to any person to underwrite, subscribe for or otherwise acquire or
dispose of securities in Helios Towers plc (the 'Company') or any other member of the
Helios Towers group (the 'Group'), nor should it be construed as
legal, tax, financial, investment or accounting advice. This
release contains forward-looking statements which are subject to
known and unknown risks and uncertainties because they relate to
future events, many of which are beyond the Group's control. These
forward-looking statements include, without limitation, statements
in relation to the Company's financial outlook and future
performance. No assurance can be given that future results will be
achieved; actual events or results may differ materially as a
result of risks and uncertainties facing the Group.
You are cautioned not to rely on
the forward-looking statements made in this release, which speak
only as of the date of this announcement. The Company undertakes no
obligation to update or revise any forward-looking statement to
reflect any change in its expectations or any change in events,
conditions or circumstances. Nothing in this release is or should
be relied upon as a warranty, promise or representation, express or
implied, as to the future performance of the Company or the Group
or their businesses.
This release also contains
non-GAAP financial information which the Directors believe is
valuable in understanding the performance of the Group. However,
non-GAAP information is not uniformly defined by all companies and
therefore it may not be comparable with similarly titled measures
disclosed by other companies, including those in the Group's
industry. Although these measures are important in the assessment
and management of the Group's business, they should not be viewed
in isolation or as replacements for, but rather as complementary
to, the comparable GAAP measures.