REG-Global Ports Holding PLC Preliminary results for the twelve months ended 31 March 2023
10/07/2023 07:00
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Global Ports Holding PLC (GPH)
Preliminary results for the twelve months ended 31 March 2023
10-Jul-2023 / 07:00 GMT/BST
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Global Ports Holding Plc
Preliminary results for the twelve months ended 31 March 2023
Global Ports Holding Plc (“GPH” or “Group”), the world’s largest independent cruise port operator, today
announces its unaudited results for the year ended 31 March 2023 (‘Reporting Period’).
Key Financials & KPIs1 12 months ended 12 months ended YoY change 3 months ended 3 months ended
31-Mar-23 31-Mar-22 (%) 31-Mar-23 31-Mar-22
Passengers (m)2 9.2 2.4 281% 2.4 0.9
Total Revenue ($m) 213.6 128.4 66% 39.5 21.2
Adjusted Revenue ($m)3 117.2 40.3 191% 25.0 12.1
Segmental EBITDA ($m)4 80.0 12.9 519% 16.1 4.9
Adjusted EBITDA ($m)5 72.7 7.0 937% 13.5 2.6
Segmental EBITDA Margin (%) 68.3% 32.1% 64.5% 40.1%
Adjusted EBITDA Margin (%) 62.0% 17.4% 54.2% 21.8%
Operating Profit/ Loss ($m) 28.2 (29.7)
Loss before tax ($m) (9.5) (43.9)
Loss after tax ($m) (10.5) (44.5)
Underlying profit/(loss) ($m) 6 13.5 (18.0)
EPS (c) (39.8) (57.3)
Adjusted EPS (c) 7 21.4 (28.6)
31-Mar-23 31-Mar-22
Gross Debt (IFRS) ($m) 672.4 598.6 12%
Gross Debt ex IFRS 16 Leases ($m) 612.3 534.7 15%
Net Debt ex IFRS 16 Leases ($m) 494.0 435.0 14%
Cash and Cash Equivalents ($m) 118.3 99.7 19%
Mehmet Kutman, Co-Founder, Chief Executive Office and Chairman, said:
“Our cruise operations have returned to, and have in fact now exceeded, pre-pandemic activity levels. We are
delighted with the performance in the Reporting Period and are very pleased with our strong start to the 2023
cruise season.
The outlook for the cruise industry is strong and GPH is well positioned to be a key enabler and beneficiary
of its continued growth and success in the years ahead.”
Key Highlights
• GPH welcomed 9.2 million passengers across our consolidated and managed port network in the Reporting
Period, a 281% increase on the prior Reporting Period
• Adjusted Revenue for the Reporting Period was USD 117.2 million, a 191% increase on the USD 40.3 million
in the prior Reporting Period
• Adjusted EBITDA rose 937% to USD 72.7 million, reflecting the positive impact of the significantly higher
passenger volumes on Adjusted Revenue and our continued tight control of OPEX, which rose by just 34%
• In the fourth quarter we added Alicante Cruise Port to our network, signing a 15-year concession
agreement. This took the total number of new ports added in the Reporting Period to seven. Alicante
Cruise Port, Fuerteventura Cruise Port, Lanzarote Cruise Port, Las Palmas Cruise Port, Tarragona
Cruise Port and Vigo Cruise Port in Spain; Prince Rupert Cruise Port, Canada
• Based on current call lists across our current consolidated and managed cruise port network, we
currently forecast welcoming 11.8 million passengers in the upcoming 2024 Reporting Period.
Passenger volumes are set to increase further as we expect to add San Juan Cruise Port and St Lucia
Cruise Port to the GPH network in the 2024 Reporting Period.
• Across the total portfolio of GPH, including non-consolidated entities, passenger volumes in the
2024 Reporting Period are expected to exceed 15 million passengers
• Shortly after the end of the Reporting Period:
• Nassau Cruise Port successfully refinanced part of its indebtedness, reducing the cost of debt
as a result, and
• Ege Port entered into an extension agreement, extending the current concession by additional 19
years
Balance Sheet
At 31 March 2023 IFRS Gross Debt was USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3 million),
compared to Gross Debt at 31 March 2022 of USD 598.6 million (Ex IFRS-16 Leases Gross Debt: USD 534.7
million).
The main drivers for the increase in Gross Debt were the partial drawdown (USD 38.9 million) of the USD 75
million growth facility under the Sixth Street loan to finance the Ege Port concession extension, additional
loans and bonds to finance the expected CAPEX for recent European acquisitions (Malta bond, and bank loans at
Tarragona Cruise Port and Canary Island Cruise Ports, combined USD 25.4 million), in addition to accrued
(PIK) interest under the Sixth Street loan, partially offset by scheduled loan amortizations.
Net debt Ex IFRS-16 Leases was USD 494.0 million at the end of the Reporting Period compared to USD 435.0
million as at 31 March 2022. At 31 March 2023, GPH had cash and cash equivalents of USD 118.2 million,
compared to USD 99.7 million at 31 March 2022.
The additional Gross Debt incurred by way of additional loans and bonds described above had no material
impact to Net Debt in the Reporting Period as the funds remained on balance sheet as cash as at 31 March 2023
and have been invested shortly after the end of the Reporting Period (Ege Extension) or will be invested
(debt raised for European expansion). The main driver of the increase in Net Debt during the Reporting Period
was cash capital expenditure of USD 78.5 million, the majority of which was for the ongoing investment into
Nassau Cruise Port, partially offset by operating cash flows of USD 61.3 million, reflecting the growth in
Adjusted EBITDA.
Nassau Cruise Port Re-financing
Shortly after the end of the Reporting Period, Nassau Cruise Port successfully refinanced its local bond
issued in June 2020. The refinancing resulted in an increase in the nominal outstanding amount to USD 145
million (from USD 134.4 million) and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the annual
interest payment by USD 2.0 million. The maturity date of 2040 remains unchanged as does the principal
repayment schedule which is ten equal annual payments from June 2031. The bond remains non-recourse to GPH or
any other Group entity.
Ege Port, Kusadasi Concession Extension
Shortly after the end of the Reporting Period, GPH reached an agreement to extend its concession agreement
for Ege Port, Kusadasi. The original concession agreement was due to expire in July 2033, and following this
extension agreement the concession will now expire in July 2052.
In exchange for the extension of the existing concession agreement, Ege Port has paid an upfront concession
fee of TRY 725.4 million (USD 38 million). In addition, Ege Port has committed to invest an amount equivalent
to 10% of the upfront concession fee within the next 5 years to improve and enhance the cruise port and
retail facilities at the port, and will pay a variable concession fee equal to 5% of its gross revenues
during the extension period starting after July 2033.
The up-front concession fee payment and related expenses have been financed by partial utilisation, shortly
before the end of the Reporting Period, of the USD 75 million growth facility provided by Sixth Street,
previously announced on 24 May 2021 and approved by shareholders on 9 June 2021. As part of this additional
USD 38.9 million draw down, GPH has issued further warrants to Sixth Street representing an additional 2.0%
of GPH’s fully diluted share capital (in addition to the warrants issued at financial closing in July 2021
equivalent to 9.0% of GPH’s fully diluted share capital).
The upfront concession fee has been funded by a capital increase at Ege Port. This capital increase was
provided by GPH only. As a result, GPH’s equity stake in Ege Port has increased to 90.5% (from 72.5%).
Malta bond issuance
Shortly before the end of the Reporting Period, GPH, through a 100% owned SPV in Malta, issued EUR 18.1
million of unsecured bonds due 2030 with a fixed coupon of 6.25% per annum. These bonds are guaranteed by
GPH, and the proceeds will be used to partially finance GPH’s investment plans for recent cruise port
acquisitions in Europe.
Subordinated shareholder loans
During the last two years GPH has received additional, long-term funding support from its largest shareholder
Global Investment Holding AS (“GIH”) in the form of subordinated shareholder loans to finance project
expenses for expansion projects, debt service and general corporate purposes.
As of the end of the Reporting Period, the total amount of subordinated shareholder loans received from GIH
is USD 24.9 million, an increase of USD 21.9 million during the Reporting Period. These funds have helped
support the continued expansion of the Group while cruise operations were significantly impacted by Covid.
Strategic review and financing
In May 2021, GPH entered into a five-year, senior secured loan agreement for up to USD 261.3 million with
Sixth Street. This financing provided for two term loan facilities, consisting of an initial five-year
facility of USD 186.3 million and an additional five-year growth facility of up to USD 75 million (of which
USD 38.9 million has been drawn down as of 30 June 2023). As part of this financing, GPH has issued warrants
to Sixth Street representing a total of 11.0% of GPH’s fully-diluted share capital. The warrants will become
exercisable by Sixth Street upon certain specific events, including the acceleration, repayment in full or
termination of the loan, de-listing of GPH or a change of control.
In January 2023, GPH announced that it was undertaking a strategic review of the Group’s current capital and
financing structure including considering a range of potential corporate activity including strategic
investments, joint ventures and new partnerships, for the purpose of exploring ways to maximise value for all
stakeholders.
As part of this review, GPH has engaged advisors and is in advanced discussions with rating agencies
regarding a private rating assessment for the prospective issuance of further debt instruments by the Group,
targeting an investment grade rating. The main purpose of the prospective financing would be to prepay the
Sixth Street financing in order to reduce financing costs and extend the maturity of this debt, as well as
provide capital for further growth. There can be no certainty what final credit rating will be achieved, and
with respect to the terms, timing or implementation of any refinancing. Further details will be provided when
it is appropriate to do so.
Outlook
The scheduled launch of new cruise ships in the year ahead means the number of available berths across the
global cruise fleet will reach all-time highs in 2024 and, when combined with industry occupancy rates
reaching pre-Covid-19 levels, the industry will be propelled to exciting new highs.
Industry booking patterns have been rebuilt to market norms over the last 12 months, and all major cruise
lines have reported record booking trends for 2023.
Looking further into the future, long-established demand and supply trends in the cruise industry have
re-established themselves as key drivers of cruise industry growth. According to Cruise Industry News, by the
end of 2027, passenger capacity in the cruise industry is forecast to grow to over 40 million, a growth rate
of 45% from pre-Covid levels.
The medium to long-term demand trends have been largely unaffected by Covid-19. The growing appetite for
leisure travel, if anything, has perhaps increased.
Cruise ports have to invest significantly in their infrastructure to meet the needs of the growing number of
cruise ships and the growing size of cruise ships as well as the increased demand from passengers for an
improved cruise port experience. Those requirements have re-emerged even stronger, as the anticipated growth
in the industry brings exciting prospects and potential risks for those involved in the cruise port industry.
Cruise ports will face some substantial obstacles due to the growing size of cruise ships and the continued
growth and segmentation of the passenger base.
GPH’s significant experience and know-how in port and destination development and global cruise port
operations, honed from our experiences worldwide, means we are well-positioned to play a primary role in both
this investment and industry growth in the years ahead.
Our inorganic growth aspirations continue and we expect to add San Juan Cruise Port and St Lucia Cruise Port
to the network in the 2024 Reporting Period with additional opportunities under review.
For the Reporting Period to 31 March 2024 and for the current portfolio of cruise ports, we currently expect,
based on confirmed booking requests made by our cruise line partners, that we will welcome 11.8 million
passengers to our consolidated and managed cruise port portfolio.
Current trading for the 2024 Reporting Period (12 months to 31 March 2024) is broadly in line with current
market expectations forecasts.
Notes - For full definitions and explanations of each Alternative Performance measure in this statement
please refer to the section at the end of this document
1. All $ refers to United States Dollar unless otherwise stated
2. Passenger numbers refer to consolidated and managed portfolio consolidation perimeter; hence it excludes
equity accounted ports La Goulette, Lisbon, Singapore, and Venice.
3. Adjusted revenue is calculated as total revenue excluding IFRIC-12 construction revenue
4. Segmental EBITDA includes the EBITDA from all equity consolidated ports and the pro-rata Net Profit of
equity-accounted associates La Goulette, Lisbon, Singapore, and Venice and the contribution from
management agreements
5. Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses
6. Underlying Profit is calculated as profit / (loss) for the year after adding back: amortisation expense
in relation to Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange
transactions and specific non-recurring expenses and income.
7. Adjusted earnings per share is calculated as underlying profit divided by weighted average number of
shares
For further information, please contact:
CONTACT
For investor, analyst and financial media enquiries: For media enquiries:
Global Ports Holding, Investor Relations Global Ports Holding
Martin Brown Ceylan Erzi
Telephone: +44 (0) 7947 163 687 Telephone: +90 212 244 44 40
Email: 1 martinb@globalportsholding.com Email: 2 ceylane@globalportsholding.com
A copy of this report will be available on our website 3 www.globalportsholding.com today from 0700hrs
(BST).
Chairman and CEO Statement
During the Reporting Period, we welcomed the continued easing and eventual lifting of global travel
restrictions, the steady return of the global cruise fleet to sailing, and a consistent increase in cruise
passenger volumes as occupancy rates rose. By the end of the Reporting Period, our journey to recovery was
complete. We welcomed 9.2 million passengers at our consolidated and managed ports in the Reporting Period,
with 2.5 million passengers handled in the three months to 31 March 2023, compared to a previous high for
this period of 1.8 million.
By the end of the Reporting Period, we had achieved a number of significant milestones for the Group:
• Welcomed 9.2 million cruise passengers across our consolidated and managed portfolio
• Nassau Cruise Port had several days of hosting six cruise ships simultaneously and welcomed over 28,000
passengers in a single day. In May 2023 the port hosted its grand opening party, welcoming over 500 local and
industry partners to experience new upland facilities and the fantastic experience that now awaits cruise
passengers at the port
• Seven new cruise ports added to our network, including our first in North America
• Concession agreement signed for San Juan Cruise Port and a MoU for St Lucia Cruise Port
• Shortly after the end of the Reporting Period, we extended our concession for Ege Port, Kusadasi, by 19
years
The scheduled growth in the global cruise fleet in the year ahead will drive available berth capacity across
the industry to new highs and with strong forecast growth for the global cruise fleet and 11.8 million
passengers expected at our consolidated and managed ports in the 2024 Reporting Period, we look towards the
future with confidence.
Significant Expansion
Inorganic growth is a core component of our strategy, and we remain very focused on the continued successful
delivery of our inorganic growth strategy. We believe that the growth and size of our network and our
unrivalled experience and success in investing and transforming cruise port infrastructure makes GPH the
demonstrable market leader in cruise port development.
Cruise ports are facing both exciting prospects and potential challenges due to the growing number and
capacity of cruise ships. Many ports current infrastructure cannot support the growing size of the latest
cruise ships or the anticipated influx of passengers that the higher ship capacities will bring. As a result,
many cruise ports will need to make significant infrastructure investments if they want to remain competitive
and relevant. This need for investment into port infrastructure and the benefits to all stakeholders of the
adoption of global best practice is a significant driver of GPH’s pipeline of new port opportunities.
The impact of this growth and expansion of the industry was seen throughout our port network in a series of
records during the Reporting Period. Nassau Cruise Port has hosted a record six cruise ships simultaneously
and, in February 2023, welcomed a record 28,554 cruise passengers in a single day. Zadar Cruise Port,
Croatia, hosted a record four cruise ships in a single day, and Ege Port, Kusadasi in Türkiye, welcomed
Odyssey of the Seas, the largest-ever cruise ship to call at a Turkish port. Kalundborg Cruise Port, Denmark,
hosted AIDAnova, the largest ship to ever call at the port.
At the start of the Reporting Period, Tarragona Cruise Port, Spain joined the network following the signing
of a 12-year concession with a six-year extension option. Through a 50/50 joint venture with local partners,
we started non-exclusive cruise port operations at Vigo Cruise Port, Spain, under a concession agreement that
currently runs until the end of 2024.
In the Canary Islands, Spain our 80:20 joint venture between GPH and our local partner Sepcan S.L., signed
concessions agreements for three ports in the Reporting Period. We signed 20-year concessions for
Fuerteventura Cruise Port and Lanzarote Cruise Port and a 40-year concession for Las Palmas Cruise Port. Our
Spanish operations expanded further when the same joint venture signed a 15-year concession for Alicante
Cruise Port.
In addition, we signed a 30-year concession agreement in August 2022 for one of the largest cruise ports in
the Caribbean, San Juan Cruise Port, Puerto Rico. Closing of this concession is expected in the 2024
Reporting Period for what is a strategically important port in the Caribbean. San Juan Cruise Port is
perfectly positioned to be included in both Eastern Caribbean and Southern Caribbean itineraries, and its
airport and hotel infrastructure, combined with the fact that Puerto Rico is a US territory, means it is also
an attractive and popular homeport destination. In October 2022, a Memorandum of Understanding was signed for
a 30-year concession, with a 10-year extension option, for the cruise port of St Lucia.
Board and management
In May 2022, Emre Sayin, Chief Executive, stepped down from his role to pursue new business opportunities. At
this time, I took on the Chief Executive role. I want to thank Emre on behalf of the Board of Directors for
his commitment and leadership throughout his tenure at GPH.
Aborted takeover
As reported in our 2022 Annual Report, on 15 June 2022, GPH confirmed that it had received an approach
regarding a potential cash offer for all of the shares in the Company by SAS Shipping Agencies Services Sarl
(SAS), a wholly owned subsidiary of MSC Mediterranean Shipping Company. On 12 July 2022, GPH’s Board of
Directors announced that it had terminated these talks, and SAS confirmed that it did not intend to make an
offer for GPH.
Sustainability
GPH has always strived to be a good corporate citizen. We take care to minimize the environmental impact of
our operations. We work closely with local stakeholders and engage with local charities to raise funds and
support our local communities. The safety, health and wellbeing of our people is of paramount importance to
the Board and senior management.
We recognize that we face a climate crisis and there is an urgency to act and for everyone to play a role in
transitioning to a low-carbon economy and sustainable business operations. Therefore, we are formalizing our
sustainability strategy, including setting and reporting on goals and targets.
We are taking steps to accelerate our sustainability journey. We acknowledge the need to implement the Task
Force on Climate-related Financial Disclosures (TCFD) requirements by next year’s Annual Report. As a first
step, we have created a sustainability working group from across the organization and have appointed
independent sustainability consultants to help us on our sustainability journey. During the 2024 Reporting
Period, we will undertake our first assessment using the TCFD framework and plan to publish our first report
aligned with TCFD requirements in the Group’s 2024 Annual Report.
While this will formalize our sustainability strategy, we continue to work on a range of exciting projects,
such as those to increase our use of solar power at our ports. During the Reporting Period, our redevelopment
at Nassau Cruise Port was selected by Seatrade Cruise as a finalist in the Sustainability Initiative of the
Year category. This project includes several substantial eco-friendly design elements, including the
production of 1.5 MW of solar power, full facility LED lighting, low water usage plans, full facility
recycling plans, and incorporation of new green space into the downtown core. At the same time, we have
worked closely with the local population to create direct and indirect employment opportunities, including
providing training to local vendors.
In addition to GPH’s direct environmental impact, we continue to work with governments and local authorities
on projects to help facilitate the introduction of low-carbon fuel or power at our ports. In Malta,
Infrastructure Malta and Transport Malta’s EUR 50 million project to introduce shore power at Valletta Cruise
Port, is due to complete soon and is expected to reduce emissions in the Grand Harbour by 90%. In Tarragona
our investment plans will see us invest in the building of a new state-of-the-art modular cruise terminal
which will utilise solar power to ensure the sustainable provision of the terminal's energy needs.
I look forward to reporting on the progress of our sustainability strategy and journey in our 2024 Annual
Report.
The Future
The outlook for the global cruise industry has perhaps never been stronger. The global cruise fleet is now
fully re-deployed, occupancy rates are generally back above 100%, and many cruise lines have broken booking
records for the 2023 season.
Looking further into the future, the global cruise industry’s medium to long-term structural growth dynamics
has been largely unaffected by Covid-19. The current cruise ship order book indicates that by the end of
2027, passenger capacity across the industry will have grown to over 40 million, a growth rate of 45% from
pre-Covid levels.
We expect this growth will be a key driver of positive organic growth at GPH over the medium to long term as
passenger volumes rise across our port network. Most significantly, we believe that this growth increases the
need for cruise ports to invest in their facilities to accommodate the growth in passenger volumes.
GPH’s significant experience and know-how in port and destination development, destination marketing and
global cruise port operations means we are well-positioned to play a pivotal role in the continued
development and growth of the global cruise industry. We look forward to the future with excitement and
optimism.
Operational Review
Given the strong performance of the Group and the continued growth in the number of ports in the network, it
was decided during the Reporting Period to restructure the group’s segmental financial reporting. GPH will
now report by geographic segment, which matches our organisational structure.
Regional Breakdown 12 months ended 12 months ended YoY Change
31-Mar-23 31-Mar-22 (%)
Americas
Adjusted Revenue ($m) 40.5 14.7 174%
Segmental EBITDA ($m) 29.0 5.1 474%
EBITDA Margin (%) 71.7% 34.3%
Passengers (m) 4.4 1.5 186%
West Med & Atlantic
Adjusted Revenue ($m) 26.7 6.2 330%
Segmental EBITDA ($m) 19.5 1.3 1455%
EBITDA Margin (%) 72.9% 20.2%
Passengers (m) 2.9 0.5 440%
Central Med
Adjusted Revenue ($m) 14.8 7.2 106%
Segmental EBITDA ($m) 7.8 3.2 146%
EBITDA Margin (%) 52.9% 44.3%
Passengers (m) 1.0 0.3 208%
East Med & Adriatic
Adjusted Revenue ($m) 24.1 2.5 854%
Segmental EBITDA ($m) 19.4 0.2 8950%
EBITDA Margin (%) 80.5% 8.5%
Passengers (m) 0.9 0.06 4510%
Other
Adjusted Revenue ($m) 11.3 9.7 17%
Segmental EBITDA ($m) 4.3 3.2 34%
EBITDA Margin (%) 38.2% 33.4%
Passengers (m)
Unallocated (HoldCo)
Adjusted EBITDA ($m) (7.3) (5.9) 23%
Group
Adjusted Revenue ($m) 117.2 40.3 191%
Adjusted EBITDA ($m) 72.7 7.0 937%
EBITDA Margin (%) 61.9% 17.4%
Passengers (m) 9.2 2.4 281%
Americas
GPH's operational performance in the Americas in the Reporting Period includes GPH's two Caribbean ports,
Antigua Cruise Port and Nassau Cruise Port, as well as Prince Rupert, Canada, which was added to the network
during the Reporting Period, but did not welcome its first cruise call until after the end of the Reporting
Period.
Trading in the Americas region improved strongly, with passenger volumes of 4.4 million for the Reporting
Period compared to just 1.5 million in the prior Reporting Period.
Nassau Cruise Port benefitted from its proximity to the key home ports in Florida and the cruise lines'
near-term desire to operate a higher volume than normal of short cruises in this area at the expense of
longer itineraries to other parts of the Caribbean. This decision helped Nassau Cruise Port report a 196%
increase in cruise passengers to 3.8 million.
Nassau Cruise Port, on some days, is now hosting six cruise ships simultaneously, utilising the new berthing
that was created as part of our significant investment into the port. On the 27 February 2023, the port
welcomed a record 28,554 passengers in a single day.
Our investment in the transformation of Nassau Cruise Port continued throughout the Reporting Period. Our
vision for this iconic port is becoming a reality, and we believe this port will stand as a testament
globally to our cruise port and destination development capabilities. Due to the major US cruise lines
focusing on short cruises close to the Southern US home ports throughout the Winter 2022/23 cruise season,
the recovery rate in passenger volumes at Southern Caribbean cruise ports was less strong. For GPH, this
meant Antigua Cruise Port's cruise operations recovered at a slower pace than that experienced by Nassau
Cruise Port. Cruise passenger volumes at Antigua Cruise Port of 556k in the Reporting Period were up 135%
from the 237k during the prior Reporting Period.
Our Americas operations achieved a milestone in the last year with the signing of our first cruise port
concession in North America. Signing a 10-year concession, with a 10-year extension option, for Prince Rupert
Cruise Port in British Columbia, Canada, is an important step in our continued growth.
Prince Rupert Cruise Port is located at the heart of the British Columbian cruise market, just 40 miles
from Alaska, one of the largest cruise markets in the world, and ideally placed for cruise itineraries to and
from the key homeports in the region: Seattle and Vancouver.
Prince Rupert Cruise Port is expected to welcome nearly 80,000 passengers over the 2023 Alaskan summer cruise
season. The port has the infrastructure and capability to handle larger ships, and GPH expects to drive a
significant increase in passenger volumes in the years ahead.
In August 2022, GPH signed a 30-year concession agreement for San Juan Cruise Port, Puerto Rico. In October
2022, a Memorandum of Understanding was signed for a 30-year concession, with a 10-year extension option, for
the cruise port of St Lucia. We expect to welcome these ports into our network during the fiscal year 2024
Reporting Period.
West Med & Atlantic
GPH's operational performance for the West Med & Atlantic region includes our Spanish ports Barcelona,
Fuerteventura, Lanzarote, Las Palmas, Malaga, and Tarragona, as well as Kalundborg, Denmark, and the equity
pick-up contribution from Lisbon and Singapore. Alicante Cruise Port will start to contribute in the 2024
Reporting Period.
Overall passenger volumes were 2.9 million, an increase of 440% compared to the comparable Reporting Period.
This strong performance was despite the fact that, at the start of the Reporting Period, the recovery in
passenger volumes in this region was negatively impacted by the uncertainty around the omicron variant during
the important 2022 booking season and the lower onboard capacity limits set by the cruise lines as they
ramped up operations early summer 2022.
The easing of travel restrictions as the Reporting Period progressed led to increased cruise activity across
our West Med & Atlantic region. Call volumes, particularly at Barcelona, the largest port in the
Mediterranean, were strong and by the end of 2022 season close to 2019 levels. However, occupancy rates,
which rose steadily throughout the Reporting Period, remained below industry norms. The major cruise lines
expect occupancy to fully recover ahead of the summer season 2023.
Barcelona Cruise Port welcomed Virgin Voyages’, Valiant Lady, for its inaugural homeporting season.
Kalundborg Cruise Port, Denmark, marked a milestone during the Reporting Period when it welcomed AIDAnova,
the largest ship to ever call at the port.
The West Med & Atlantic network grew its cruise port footprint further during the Reporting Period. At the
beginning of the Reporting Period, Tarragona Cruise Port joined the network after we signed a 12-year
concession with a 6-year extension option. This port recently underwent a EUR 30 million investment into the
port infrastructure by the port authority, including a new cruise pier and the provision of shore power.
Under the terms of the concession agreement, GPH will invest into building a new state-of-the-art modular
cruise terminal expected to cost around EUR 5.5 million, which will utilise solar power to ensure the
sustainable provision of the terminal's energy needs.
We added three new ports to the network when GPH's 80:20 joint venture with a local partner signed concession
agreements in the Canary Islands: Las Palmas Cruise Port (40 years), Lanzarote Cruise Port (20 years) and
Fuerteventura Cruise Port (20 years). As part of the agreements, the joint venture will invest
approximately EUR 42 million into constructing a new cruise terminal in Las Palmas and modular terminal
facilities in Lanzarote and Fuerteventura. These three cruise ports handled 1.5 million cruise passenger
movements in 2019, compared to 0.8 million passengers handled since the takeover late in 2022, a period which
was characterized by the recovery towards pre-pandemic levels, ramp-up phase by GPH and only partially
covered the main winter season.
Shortly before the end of Reporting Period, we added Alicante Cruise Port, Spain, when we signed a 15-year
cruise port concession with the same partner and the same joint venture structure as in the Canary Island.
Central Med
Our Central Med region includes Valletta Cruise Port, Malta, GPH's four Italian ports (Cagliari, Catania,
Crotone and Taranto) and the equity pick-up contribution from La Goulette, Tunisia and Venice Cruise Port,
Italy.
Trading in this region was similar to that experienced in the West Med & Atlantic region, with cruise calls
rising strongly compared to the prior Reporting Period but with lower than-normal occupancy levels. Like with
the West Med, occupancy levels rose as the Reporting Period progressed.
The Central Med region, driven by Valletta Cruise Port, GPH's largest port in this region, welcomed 1.0
million passengers in the Reporting Period, a significant increase from the 328k passengers welcomed in the
comparable period but 26% lower than the 1.4m welcomed in the 12 months to March 2020.
The work to complete the EUR 49.9 million Grand Harbour clean air project in Valletta is progressing well.
Infrastructure Malta and Transport Malta are funding this project, which includes a EUR 37 million investment
to provide shore power to five cruise ship quays and is expected to complete shortly. We were delighted when
Valletta Cruise Port was awarded "World's Best Cruise Terminal for Sustainability" by the World Cruise
Awards.
Elsewhere, we extended the concession at Cagliari, at no cost, by two years and Taranto Cruise Port was
awarded Destination of the Year at the Seatrade Cruise Awards.
We were delighted when La Goulette Cruise Port, welcomed the return of cruise passengers during the Reporting
Period. After a seven-year break, this was an important moment for La Goulette Cruise Port, the country of
Tunisia and all of our local stakeholders.
East Med & Adriatic
GPH's East Med & Adriatic operations include the flagship Turkish port Ege Port in Kusadasi, as well as
Bodrum Cruise Port, Türkiye and Zadar Cruise Port, Croatia. In this region, the impact on passenger volumes
of lower than-normal occupancy levels was outshone by the significant increase in cruise calls compared to
the comparable Report Period.
Passenger numbers in the East Med & Adriatic region were 905k, a significant increase from the 21k welcomed
last fiscal year and the 351k in the 12 months to March 2020. This strong recovery in passenger volumes was
driven by the performance of our Turkish ports.
In 2017, our Turkish ports suffered a sharp drop in passenger numbers due to geo-political issues. In early
calendar year 2020, bookings from the cruise lines indicated that Ege Port would report a strong recovery in
passenger volume numbers. Unfortunately, the onset of the Covid-19 pandemic meant this expected recovery did
not materialise.
Despite the lower-than-normal occupancy levels across the industry in the Reporting Period, the pent-up
demand to return to cruising to Turkish ports drove the strong performance in the East Med & Adriatic region.
During the Reporting Period, Ege Port, Kusadasi welcomed Odyssey of the Seas, the largest ever cruise ship to
call at a Turkish port. Zadar hosted a record four ships simultaneously. These achievements further underpin
the expected growth across the industry in terms of the number of cruise ships in the global cruise fleet and
the size of those ships.
On the 6 February 2023, an earthquake in east of Turkiye caused significant damage to buildings and
infrastructure and caused a humanitarian crisis. The earthquake had no impact to our Turkish cruise ports or
the communities they are located in, but we opened our cruise ports in Turkiye to help support the relief
efforts. The ports were utilised as logistics centers and provided temporary accommodation for some of the
victims. In all of our destinations, we set up an earthquake relief campaign in collaboration with local and
international NGOs at our ports.
Other
Our Other reporting segment includes our commercial port, Port of Adria, Montenegro, our management agreement
for Ha Long Cruise Port, Vietnam and the contribution from our new Port Services Businesses.
Our Ancillary Port Services are services aimed at enhancing cruise passengers’ overall experience in the port
and destination. These new Ancillary Port Services include services such as provision of shore services,
stevedoring, waste removal, and luggage / passenger screening services, and are provided by Shore & Balearic
Handling and other entities under GPH Destination Services.
We are focused on growing our Ancillary Port Services at GPH-operated cruise ports as well as ports operated
by third parties.
For example, during the Reporting Period we provided a range of Port Services to Virgin Voyages’ ships at
Spanish ports. At Barcelona, we provided and managed an encompassing range of services directly or via third
parties, including stevedoring, port agency and crew services. We also provide services at our ports in
Málaga and Lisbon and an additional four non-GPH Spanish and Portuguese ports. This agreement is an exciting
development and an important first step in our ambitions to grow our Ancillary Port Services revenues.
As a result of the change to our segmental financial reporting, we no longer report Port of Adria’s
performance separately, reflecting our strategic focus on cruise operations and the fact Port of Adria’s
EBITDA contribution to the Group is small. The Board of Global Ports Holding continues to consider its
options regarding Port of Adria, including its potential sale.
Financial Review
The Company generated adjusted revenue of USD 117.2 million, a significant increase on the USD 40.3 million
in the prior Reporting Period. This increase was driven by the significant pick-up in cruise activity and
cruise passenger volumes across our network during the Reporting Period, with 9.2 million passengers in the
Reporting Period compared to 2.54 million in the prior Reporting Period.
Group revenue for the Reporting Period was USD 213.6 million (2022: USD 128.4 million). This includes USD
96.4 million of IFRIC 12 construction revenue, which means the expenditure for certain construction
activities, primarily Nassau, is recognized as operating expenses and added with a margin to the Group’s
revenue. IFRIC 12 construction revenue and margin has no impact on cash generation and is excluded from
Segmental EBITDA.
Adjusted EBITDA, which reflects the performance from our ports less unallocated Holdco expenses, was USD 72.7
million compared with just USD 7.0 million in 2022. This increase in Adjusted EBITDA was driven by the
increase in cruise activity in the Reporting Period and our continued control of costs.
Passenger volumes, Adjusted revenue and Adjusted EBITDA represent new record levels for the Company’s cruise
business thanks to our ongoing organic and inorganic growth – and despite the fact that the Reporting Period
was a transition period recovering from Covid-19 impact.
After depreciation and amortization of USD 27.3 million (2022: USD 28.5 million), including USD 19.7 million
(2022: USD 20.7 million) of port operating rights and right of use asset amortization, and specific adjusting
items of USD 12.9 million (2022: 10.7 million), the Group reported an Operating profit for the Reporting
Period of USD 28.2 million, compared to an Operating loss of USD 29.7 million in the prior Reporting Period.
After net finance costs of USD 42.0 million (2022: USD 11.8 million), the loss before tax was USD 9.5 million
(2021: USD 43.9 million).
Cruise activity
Given the strong performance of the Group and the continued growth in the number of ports in the network, it
was decided during the Reporting Period to restructure the Group’s segmental reporting. Our commercial port
operations no longer report separately as the overall contribution to Group performance is not material. GPH
now reports by geographic segment, which matches our organizational structure of Regional Directors. The new
reporting segments are Americas, West Med & Atlantic, Central Med, East Med & Adriatic and Other.
During the Reporting Period, as Covid-19 travel restrictions were removed, the global cruise fleet returned
to sailing, significantly increasing activity levels at GPH cruise ports. Occupancy rates on-board cruise
ships, which were relatively low at the start of the Reporting Period, increased steadily as cruise lines
rebuilt forward bookings and took a measured approach to increasing on-board occupancy, which generally
increased the longer a ship has been back at sea.
By the end of the Reporting Period, volume-weighted average occupancy levels had recovered to close to normal
levels across the industry. At GPH, occupancy levels at our consolidated ports in April 2022 were just 67%,
this rose to 98% by the end of the third quarter, and in March 2023 it was 104.5%.
Trading across all our regions improved strongly over the Reporting Period. However, trading in the Americas
region was particularly strong. The timing of the peak Caribbean cruise season during winter 2022/23
primarily drove this. There was more time for bookings in the Americas to be rebuilt following the removal of
travel restrictions over the summer of 2023 compared to the Mediterranean cruise region during the Reporting
Period.
Turkish ports, in particular Ege Port, in the East Med & Adriatic region experienced a significant increase
in passenger volumes in the Reporting Period. This reflects the easing of travel restrictions and the
long-awaited recovery to normal trading at these ports, which Covid-19 has delayed.
Segmental EBITDA for the Reporting Period was USD 80.0 million compared with USD 12.9 million in the 2022
Reporting Period. Revenue per passenger (or overall yield) was USD 12.7 in the Reporting Period. The
stand-out performance came from our East Med & Adriatic Region, with a yield of USD 26.6. Ancillary yield per
passenger varied significantly across the regions. On a consolidated level the Ancillary yield of GPH reached
USD 2.3 during the Reporting Period with a wide range from below USD 1 to above USD 6.
We believe that over time we can increase the ancillary yield at newly acquired ports towards those of the
more established ports in our network, driving an increase in the overall passenger yield on a like-for-like
basis.
EBITDA margin recovery
Our extensive use of outsourcing through third parties and contractors to manage the volume-related work
across our cruise ports means that our cost base has low fixed costs and is inherently flexible.
Thanks to this flexibility, a share of our costs, automatically expands and contracts in line with activity
levels. Furthermore, during the pandemic, we took action to reduce our fixed costs. As activity levels have
recovered at our cruise operations, this increased activity is being managed on a lower cost base than before
the pandemic.
As a result, our Group Adjusted EBITDA margin increased from 17.4% in the prior Reporting Period to 62.0%,
which was in line with the historically achieved 60% plus EBITDA margins.
The strong and improved profitability of the Company at normalizing passenger volumes was clearly evident.
Adjusted Revenues increased by USD 76.9 million compared to the previous Reporting period, whereas Adjusted
EBITDA increased by as much as USD 65.7 million – more than 85% of the additional revenue was turned into
operational profitability.
Unallocated expenses
Unallocated expenses, which consist of Holding Company costs, were USD 7.3 million for the Reporting Period
compared with USD 5.9 million for the prior Reporting Period. This increase was primarily driven by a
normalization of business activity, such as marketing and travel expenses, as activity picked up across our
cruise operations, as well as increased personnel expenses.
Adjusted EBITDA
Adjusted EBITDA for the Reporting Period, reflecting the EBITDA performance of our ports, less unallocated
expenses, was USD 72.7 million. This compares with Adjusted EBITDA of USD 7.0 million in the prior Reporting
Period.
Depreciation and amortization costs
Depreciation and amortization of USD 27.3 million (2022: USD 28.5 million), including USD 19.7 million (2022:
USD 20.7 million) of port operating rights and right of use amortization. The difference is driven by lower
depreciation and amortization at our European ports due to the weaker EUR to USD exchange rate, offset by the
higher amortization and depreciation at Nassau Cruise Port, reflecting the first full year of depreciation
for the main marine works completed during the prior Reporting Period.
Specific adjusting items
During the Reporting Period, specific adjusting items were USD 12.9 million compared with USD 10.7 million in
the prior Reporting Period. This increase was primarily the result of increased project expenses of USD 11.2
million in particular for expansion projects (vs. USD 7.9 million in the prior Reporting Period), offset by
lower impairment losses.
Finance costs
The Group’s net finance charge in the Reporting Period was USD 42.0 million compared with USD 11.8 million in
the prior Reporting Period.
This was driven primarily by lower finance income due to lower foreign exchange gains, which were USD 3.4
million in the Reporting Period, compared to USD 20.6 million and the one-off gain of USD 3.8 million on the
refinancing of the Eurobond in the prior Reporting Period, partially offset by USD 1.6 million higher
interest income on cash balances.
Finance costs rose to 47.7 million from USD 36.9 million. This was primarily because of higher interest
expense on loans and borrowings of USD 37.4 million, compared to USD 21.7 million in the prior Reporting
Period. This is mainly due to interest expenses at Nassau Cruise Port where, in line with the partial
completion of construction, the interest is partially expensed and not fully capitalized anymore.
Net interest expense on a cash basis was USD 31.3 million vs. USD 36.2 million in the prior Reporting Period.
Taxation
The Group’s effective tax rate was 18.4% for the Reporting Period compared to 19.4% in the prior Reporting
Period. GPH is a multinational group and is liable for taxation in multiple jurisdictions worldwide.
Despite the significantly lower loss before tax of USD 9.5 million, the Group reported stable tax expense of
USD 1.0 million compared to a USD 0.6 million tax expense in the prior Reporting Period.
The Group pays corporate tax due to specific components being profitable and because losses created on other
components cannot necessarily be utilized at the consolidated level. On a cash basis, the Group’s income
taxes paid amounted to USD 1.4 million compared to USD 0.2 million in 2022.
Investing activities
Capital expenditure during the Reporting Period was USD 100.9 million, compared to 94.6 million in the prior
Reporting Period. Most of this expenditure was focused on our continued commitments to invest in Nassau
Cruise Port. In the Reporting Period, we invested USD 98.1 million in the Americas with the vast majority of
this investment is focused on the upland works at Nassau Cruise Port.
On a cash basis and including the impact of advances in the current and prior Reporting Periods the net
investments into acquisition of assets (CAPEX) amounted to USD 78.5 million compared to USD 108.3 million in
the prior Reporting Period.
Ege Port, Kusadasi Concession Extension
Shortly after the end of the Reporting Period, GPH reached an agreement to extend its concession agreement
for Ege Port, Kusadasi, by additional 19 years to July 2052. A capital increase at Ege Port has funded the
upfront concession fee of TRY 725.4 million (ca. USD 38 million) related to this extension. This capital
increase was provided by GPH only. As a result, GPH’s equity stake in Ege Port has increased to 90.5% (from
72.5%).
In addition, Ege Port has committed to invest an amount equivalent to 10% of the upfront concession fee
within the next five years into improving and enhancing the cruise port and retail facilities at the port,
and will pay a variable concession fee equal to 5% of its gross revenues during the extension period starting
after July 2033.
The up-front concession fee and related expenses has been financed by GPH‘s partial utilization in an amount
of USD 38.9 million of the USD 75 million growth facility provided by Sixth Street. As part of the additional
drawdown, GPH has issued further warrants to Sixth Street representing an additional 2.0% of GPH’s fully
diluted share capital (in addition to warrants issued at financial closing in July 2021 equivalent of 9.0% of
GPH’s fully diluted share capital). The drawdown of growth financing occurred shortly before the end of the
Concession Period, whereas the extension was completed shortly thereafter.
Cash flow
The Group generated an Adjusted EBITDA of USD 72.7 million in the Reporting Period, compared to USD 7.0
million in the prior Reporting Period.
Operating cash flow was USD 61.3 million, compared to a negative USD 9.4 million in the prior Reporting
Period. This improvement primarily reflects the substantial increase in Adjusted EBITDA, supported by the
positive impact of working capital of USD 2.5 million (vs. negative USD 5.2 million prior Reporting Period),
offset by other operating outflows in the Reporting Period of USD 14.4 million, which primarily reflects
project expenses included in specific adjusting items and correction for the cash impact of the profit from
equity-accounted investees.
Working capital was impacted by an increase in short-term payables to the Nassau contractor by USD 13 million
offset by the payment of payables and expense accruals of major Project expenses as of 31 March 2022.
Eliminating these one-offs, the working capital movements would have been a negative, low single-digit USD
million figure reflecting the build-up of working capital during the normalization of business activities
during the Reporting Period.
Net interest expense of USD 31.3 million (net of interest received) reflects the cash costs of the
outstanding gross debt, the decrease compared with the USD 36.2 million reflects mainly the fact that for
most of the Reporting Period interest on the Sixth Street loan was accruing as PIK interest. Net capital
expenditure (net of advances used or paid) of USD 78.5 million, primarily reflects the continued investment
in Nassau Cruise Port.
Cash flow 12 months ended 31-Mar-23 12 months ended 31-Mar-22
Operating (loss) / profit 28.2 (29.7)
Depreciation and Amortisation 27.3 28.5
Specific Adjusting Items 12.9 10.7
Share of (loss) / profit of equity-accounted investees 4.3 (2.4)
Adjusted EBITDA 72.7 7.1
Working capital 3.0 (5.2)
Other (14.4) (11.3)
Operating Cash flow 61.3 (9.4)
Net interest expense (31.3) (36.2)
Tax paid (1.4) (0.2)
Net capital expenditure incl. advances (78.5) (108.3)
Free cash flow (50.4) (154.1)
Investments – 23.4
Change in Gross debt 54.1 56.5
Dividends (1.1) 1.8
Related party financing 21.9 3.0
Net Cash flow 25.0 (69.4)
Debt
Gross debt at 31 March 2023 was USD 672.4 million compared with USD 598.6 million at 31 March 2022. Excluding
IFRS 16 finance leases, gross debt at 31 March 2023 was USD 612.3 million compared with USD 534.7 million at
31 March 2022.
Shortly before the end of the Reporting Period, GPH, through a 100% owned special purpose vehicle (SPV) in
Malta, issued EUR 18.1 million of unsecured bonds due 2030 with a fixed coupon of 6.25% per annum. GPH
guarantees these bonds, and the proceeds will be used to partially finance GPH’s investment plans for recent
cruise port acquisitions, mainly in Europe.
Also shortly before the end of the Reporting Period the Company partially drew down on the growth facility
under the Sixth Street loan (USD 38.9 million) to finance the Ege Port concession extension and related
expenses.
The main drivers for the increase in Gross Debt were the partial drawdown of the growth facility under the
Sixth Street loan (USD 38.9 million) to finance the Ege Port concession extension and related expenses,
additional loans and bonds to finance the expected CAPEX for recent European acquisitions (Malta bond, and
bank loans at Tarragona Cruise Port and Canary Island Cruise Ports, combined USD 25.4 million), in addition
to accrued (PIK) interest under the Sixth Street loan, partially offset by scheduled loan amortizations.
Net debt excluding IFRS 16 Leases was USD 494.0 million at 31 March 2023 compared with USD 435.0 million at
31 March 2022. The additional Gross Debt incurred in additional loans and bonds described above had no
material impact on Net Debt in the reporting Period as the funds remained on the balance sheet as cash as at
31 March 2023 and have been invested shortly after the end of the Reporting Period (Ege Extension) or will be
invested (debt raised for European expansion). The increase in net debt is primarily driven by CAPEX at
Nassau Cruise Port from the prefunded debt and equity capital raised, offset by the positive operating cash
flow.
GIH, the majority shareholder of the Company, has provided long-term, subordinated shareholder loans which as
of 31 March 2023 amounting to USD 24.9 million, an increase of USD 21.9 million during the Reporting Period,
to finance project expenses, debt service and general corporate purposes. These funds have helped support the
continued expansion of the Group while cruise operations and debt capacity were significantly impacted by
Covid and existing financial agreements.
Capital commitments
Shortly after the end of the Reporting period, GPH has completed the aforementioned extension process for Ege
Port investing ca. USD 38.0 million to extend the concession from 2033 to 2052.
The work to transform Nassau Cruise Port, which has been the primary driver of our increased borrowings over
recent years, is now largely completed. The remaining cash CAPEX expected at Nassau Cruise Port during the
2024 Reporting Period is around USD 20 million.
Global Ports Canary Islands S.L. (‘GPCI’), our 80:20 joint venture between GPH and local partner, Sepcan
S.L., is scheduled to invest over the next two Reporting Periods approximately EUR 42 million into
constructing new cruise terminals and modular terminal facilities at our three Canary Island Ports. Debt
financing for this project is in advanced stages with a Spanish bank and a debt funding ratio of 75% is
expected. The equity contribution will be shared with the local partner on a pro-rata basis.
Also in Spain, we plan to invest approximately EUR 5.5 million into building a new state-of-the-art modular
cruise terminal at Tarragona Cruise Port. The debt financing for this project is already secured from a local
bank and fully disbursed in form of a long-term loan amounting to EUR 3.95 million.
Nassau Cruise Port Refinancing
Shortly after the end of the Reporting Period, Nassau Cruise Port successfully refinanced its local bond
issued in June 2020. The refinancing resulted in an increase in the nominal outstanding amount to USD 145
million inter alia because of the refinancing of accrued interest and transaction expenses (from USD 134.4
million) and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the annual interest payment by USD
2.0 million. The maturity date of 2040 remains unchanged, as does the principal repayment schedule, which is
ten equal annual payments from June 2031. The bond remains non-recourse to GPH or any other Group entity.
Financial Review
GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES (APM)
These financial statements includes certain measures to assess the financial performance of the Group’s
business that are termed “non-IFRS measures” because they exclude amounts that are included in, or include
amounts that are excluded from, the most directly comparable measure calculated and presented in accordance
with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These
non-GAAP measures comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation;
amortization; unallocated expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that
there is a variety of financing structures in place both at a port and Group-level, and the nature of the
port operating right intangible assets vary by port depending on which concessions were acquired versus
awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in
this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of
ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off
transactions such as project specific development expenses as well as unallocated expenses, gives a more
comparable year-on-year measure of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational
level. As per management’s view, some specific adjusting items included on the computation of Segmental
EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For proper evaluation of individual ports financial
performance and consolidated financial statements, Management considers disclosing specific adjusting items
separately because of their size and nature. These expenses and income include project expenses; being the
costs of specific M&A activities , the costs associated with appraising and securing new and potential future
port agreements which should not be considered when assessing the underlying trading performance and the
costs related to the refinancing of Group debts, the replacement provisions, being provision created for
replacement of fixed assets which does not include regular maintenance, other provisions and reversals
related to provisions provided, being related to unexpected non-operational transactions, impairment losses,
construction accounting margin, being related to IFRIC 12 computation and main business of the Group is
operating ports rather than construction, employee termination expenses, income from insurance repayments,
income from scrap sales, gain/loss on sale of securities, other provision expenses, redundancy expenses and
donations and grants.
Specific adjusting items comprised as following,
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Project expenses 11,201 7,897
Employee termination expenses 344 205
Replacement provisions 298 671
Provisions / (reversal of provisions) (*) 680 2,820
Impairment losses 659 --
Construction accounting margin (1,928) (1,762)
Other expenses / (income) 1,645 821
Specific adjusting items 12,899 10,652
(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation
pay and replacement provisions, impairment losses related to assets and impairment losses on receivables of
Equity accounted investees.
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group’s consolidated performance on an “as-is” basis with
respect to the existing portfolio of ports. Notably excluded from Adjusted EBITDA, the costs of specific M&A
activities and the costs associated with appraising and securing new and potential future port agreements.
M&A and project development are key elements of the Group’s strategy in the Cruise segment. Project lead
times and upfront expenses for projects can be significant, however these expenses (as well as expenses
related to raising financing such as IPO or acquisition financing) do not relate to the current portfolio of
ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which
management is using to monitor the existing portfolio’s performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the
Segment Reporting Note 2 to these financial statements.
Underlying Profit
Management uses this measure to evaluate the normalised profitability of the Group to exclude the specific
non-recurring expenses and income, non-cash foreign exchange transactions, and adjusted for the non-cash port
intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors’
consider a key benchmark in making the dividend decision.
Underlying Profit is calculated as profit / (loss) for the year after adding back: amortization expense in
relation to Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange
transactions and specific non-recurring expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit divided by weighted average per share.
Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on
reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency
translation on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port
intangibles amortisation charge, and adjusted for change in accounting policies, giving a measure closer to
actual net cash generation, which the directors’ consider a key benchmark in making the dividend decision.
Management decided this year that in the light of a more meaningful presentation of the underlying profit,
the unhedged portion of the investment hedge on Global Liman and any gain or loss on foreign currency
translation on equity have been excluded.
Underlying profit and adjusted earnings per share computed as following;
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
(Loss) / Profit for the Period, net of IFRS 16 impact (10,549) (44,540)
Impact of IFRS 16 1,875 (2,566)
(Loss) / Profit for the Period (8,674) (47,106)
Amortisation of port operating rights / RoU asset / Investment Property 19,747 20,739
Non-cash provisional (income) / expenses (*) 1,322 3,697
Impairment losses 659 --
Unhedged portion of Investment hedging on Global Liman -- 3,354
(Gain) / loss on foreign currency translation on equity 412 1,330
Underlying Profit / (Loss) 13,466 (17,987)
Weighted average number of shares 62,826,963 62,826,963
Adjusted earnings per share (pence) 21.43 (28.63)
(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal
of provisions) under specific adjusting items.
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and finance leases net of accrued tax) less cash,
cash equivalents and short term investments.
Management includes short term investments into the definition of Net Debt, because these short-term
investment are comprised of marketable securities which can be quickly converted into cash.
Net debt comprised as following;
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Current loans and borrowings 66,488 75,998
Non-current loans and borrowings 605,954 522,590
Gross debt 672,442 598,588
Lease liabilities recognized due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Cash and bank balances (118,201) (99,687)
Short term financial investments (65) (55)
Net debt 494,033 434,963
Equity 35,297 50,397
Net debt to Equity ratio 14.00 8.63
Leverage ratio
Leverage ratio is used by management to monitor available credit capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.
Leverage ratio computation is made as follows;
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Gross debt 672,442 598,588
Lease liabilities recognised due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
Leverage ratio 9.1 296.1
CAPEX
CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related
capital expenditure.
CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash
flow statement.
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Acquisition of property and equipment 4,327 5,434
Acquisition of intangible assets 96,583 89,199
CAPEX 100,910 94,633
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation after taking account of on-going capital
expenditure required to maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.
Year ended Year ended
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
CAPEX (100,908) (94,633)
Cash converted after CAPEX (33,239) (92,828)
Cash conversion ratio 49.12% 5,142.83%
Hard currency
Management uses the term hard currency to refer to those currencies that historically have been less
susceptible to exchange rate volatility. For the year ended 31 March 2023 and 2022, the relevant hard
currencies for the Group are US Dollar, Canadian Dollar, Euro, Denmark Krona and Singaporean Dollar.
Global Ports Holding PLC and its Subsidiaries
Consolidated statement of profit or loss and other comprehensive income
Year ended Year ended
Note 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Revenue 3 213,596 128,410
Cost of sales 4 (149,881) (131,326)
Gross profit/(loss) 63,715 (2,916)
Other income 6 2,606 5,169
Selling and marketing expenses (3,368) (2,530)
Administrative expenses 5 (18,862) (16,762)
Other expenses 6 (15,864) (12,645)
Operating profit/(loss) 28,227 (29,684)
Finance income 7 5,676 25,071
Finance costs 7 (47,718) (36,897)
Net finance costs (42,042) (11,826)
Share of profit/(loss) of equity-accounted investees 10 4,274 (2,425)
Loss before tax (9,541) (43,935)
Tax expense (1,008) (605)
Loss for the year (10,549) (44,540)
Loss for the year attributable to:
Owners of the Company (24,998) (35,992)
Non-controlling interests 14,449 (8,548)
(10,549) (44,540)
The accompanying notes are an integral part of these financial statements.
Year ended Year ended
Note 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability (116) (65)
Income tax relating to items that will not be reclassified 23 16
subsequently to profit or loss
(93) (49)
Items that may be reclassified subsequently
to profit or loss
Foreign currency translation differences (4,634) (15,460)
Cash flow hedges - effective portion of changes in fair value 142 253
Cash flow hedges – realized amounts transferred to income statement (113) (170)
Equity accounted investees – share of OCI 88 (667)
Losses on a hedge of a net investment -- (793)
(4,517) (16,837)
Other comprehensive (loss) / income for the year, net of income tax (4,610) (16,886)
Total comprehensive loss for the year (15,159) (61,426)
Total comprehensive loss attributable to:
Owners of the Company (28,336) (49,735)
Non-controlling interests 13,177 (11,691)
(15,159) (61,426)
Basic and diluted earnings / (loss) per share
14 (39.8) (57.3)
(cents per share)
The accompanying notes are an integral part of these financial statements.
Consolidated statement of financial position
As at 31 March As at 31 March
Note 2023 2022
(USD ‘000) (USD ‘000)
Non-current assets
Property and equipment 8 116,180 121,411
Intangible assets 9 509,023 410,971
Right of use assets 16 77,408 83,461
Investment property 17 1,944 2,038
Goodwill 13,483 13,483
Equity-accounted investments 10 17,828 14,073
Due from related parties 18 9,553 8,846
Deferred tax assets 3,902 6,604
Other non-current assets 2,791 2,375
752,112 663,262
Current assets
Trade and other receivables 23,650 21,148
Due from related parties 18 335 1,061
Other investments 65 55
Other current assets 4,650 25,406
Inventories 964 938
Prepaid taxes 623 314
Cash and cash equivalents 11 118,201 99,687
148,488 148,609
Total assets 900,600 811,871
Current liabilities
13 66,488 60,734
Loans and borrowings
Other financial liabilities 1,639 754
Trade and other payables 42,115 37,888
Due to related parties 18 4,907 486
Current tax liabilities 809 377
Provisions 13,740 9,483
129,698 109,722
Non-current liabilities
Loans and borrowings 13 605,954 537,854
Other financial liabilities 53,793 50,316
Trade and other payables 1,223 1,640
Due to related parties 18 24,923 3,000
Deferred tax liabilities 40,148 44,498
Provisions 9,161 13,997
Employee benefits 448 346
Derivative financial liabilities (45) 101
735,605 651,752
Total liabilities 865,303 761,474
Net assets 35,297 50,397
Equity
Share capital 12 811 811
Legal reserves 12 6,014 6,014
Share based payment reserves 426 367
Hedging reserves 12 (43,211) (43,328)
Translation reserves 12 43,100 46,462
Retained earnings (73,283) (48,192)
Equity attributable to equity holders of the Company (66,143) (37,866)
Non-controlling interests 101,440 88,263
Total equity 35,297 50,397
The accompanying notes are an integral part of these financial statements.
Consolidated statement of changes in equity
Share
Legal based Hedging Translation Retained Non-controlling Total
(USD ‘000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 31 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
March 2022
(Loss) /
income for -- -- -- -- -- (24,998) (24,998) 14,449 (10,549)
the period
Other
comprehensive
(loss) / -- -- -- 117 (3,362) (93) (3,338) (1,272) (4,610)
income for
the period
Total
comprehensive
(loss) / -- -- -- 117 (3,362) (25,091) (28,336) 13,177 (15,159)
income for
the period
Transactions
with owners
of the
Company
Contribution
and
distributions
Equity
settled
share-based -- -- 59 -- -- -- 59 -- 59
payment
expenses
Total
contributions -- -- 59 -- -- -- 59 -- 59
and
distributions
Total
transactions
with owners -- -- 59 -- -- -- 59 -- 59
of the
Company
Balance at 31 811 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
March 2023
Share
Legal based Hedging Translation Retained Non-controlling Total
(USD ‘000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 31 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
March 2021
(Loss) /
income for -- -- -- -- -- (35,992) (35,992) (8,548) (44,540)
the period
Other
comprehensive
(loss) / -- -- -- (1,377) (12,317) (49) (13,743) (3,143) (16,886)
income for
the period
Total
comprehensive
(loss) / -- -- -- (1,377) (12,317) (36,041) (49,735) (11,691) (61,426)
income for
the period
Transactions
with owners
of the
Company
Contribution
and
distributions
Equity
settled
share-based -- -- 128 -- -- -- 128 -- 128
payment
expenses
Total
contributions -- -- 128 -- -- -- 128 -- 128
and
distributions
Changes in
ownership
interest
Equity -- -- -- -- -- -- -- 25,132 25,132
injection
Total changes
in ownership -- -- -- -- -- -- -- 25,132 25,132
interest
Total
transactions
with owners -- -- 128 -- -- -- 128 25,132 25,260
of the
Company
Balance at 31 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
March 2022
The accompanying notes are an integral part of these financial statements.
Consolidated cash flow statement
Year ended Year ended
Note 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Cash flows from operating activities
Loss for the year (10,549) (44,540)
Adjustments for:
Depreciation of Property and Equipment, Right of Use assets, and 8, 9, 16, 17 27,277 28,467
amortization expense
Gain on disposal of Property and Equipment 8 (7) --
Impairment losses on investments 6 659 --
Share of (profit)/loss of equity-accounted investees, net of tax 10 (4,274) 2,425
Finance costs (excluding foreign exchange differences) 44,348 29,301
Finance income (excluding foreign exchange differences) (2,293) (4,461)
Foreign exchange differences on finance costs and income, net (13) (13,014)
Income tax expense 1,008 605
Employment termination indemnity reserve 103 48
Equity settled share-based payment expenses 59 128
Use of / (Charges to) provision 2,095 (3,174)
Operating cash flow before changes in operating assets and 58,413 (4,215)
liabilities
Changes in:
- trade and other receivables (2,502) 6,708
- other current assets (1,921) 533
- related party receivables 546 (1,005)
- other non-current assets (416) 257
- trade and other payables 4,748 (9,656)
- related party payables 2,826 (1,330)
- provisions (310) (686)
Cash generated by / (used in) operations before benefit and tax 61,384 (9,400)
payments
Post-employment benefits paid (77) (6)
Income taxes paid (1,430) (173)
Net cash generated from / (used in) operating activities 59,877 (9,573)
Investing activities
Acquisition of property and equipment 8 (4,328) (5,434)
Acquisition of intangible assets 9 (73,236) (89,199)
Proceeds from sale of property and equipment 87 30
Bank interest received 1,757 190
Dividends from equity accounted investees -- 1,765
Advances given for fixed assets (1,001) (13,679)
Net cash used in investing activities (76,721) (106,327)
Financing activities
Equity injection by minorities to subsidiaries -- 23,438
Change in due to related parties 21,923 3,000
Dividends paid to NCIs (1,123) --
Interest paid (33,085) (36,424)
Proceeds from loans and borrowings 77,147 333,581
Repayment of borrowings (19,915) (274,511)
Payment of lease liabilities (3,085) (2,612)
Net cash from financing activities 41,862 46,472
Net increase / (decrease) in cash and cash equivalents 25,018 (69,428)
Effect of foreign exchange rate changes on cash and cash equivalents (6,504) (1,484)
Cash and cash equivalents at beginning of year 11 99,687 170,599
Cash and cash equivalents at end of year 11 118,201 99,687
The accompanying notes are an integral part of these financial statements.
1 Basis of preparation
Global Ports Holding PLC is a public company listed on the standard segment of London Stock Exchange
incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The
address of the registered office is 35 Albemarle Street 3rd Floor, London W1S 4JD, United Kingdom. The
majority shareholder of the Company is Global Yatırım Holding.
These consolidated financial statements of Global Ports Holding PLC (the “Company”, and together with its
subsidiaries, the “Group”) for the year ended 31 March 2023 were authorised for issue in accordance with a
resolution of the directors on 7 July 2023.
These condensed Financial Statements for the year ended 31 March 2023 have been prepared in accordance with
the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. They have been prepared in
accordance with UK adopted International Financial Reporting Standards (“IFRSs”) but do not comply with the
full disclosure requirements of these standards. The financial information set out above does not constitute
the company's statutory accounts for the years ended 31 March 2023 or 31 March 2022.
Statutory financial statements for the year ended 31 March 2023, which have been prepared on a going concern
basis, will be delivered to the Registrar of Companies in due course. The auditor has reported on those
financial statements. Their report was not qualified, did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement
under Section 498 (2) or (3) of the Companies Act 2006
Accounting policies
The accounting policies adopted of these Condensed Financial Statements are consistent with those described
on pages 134 – 154 of the Annual Report and Financial Statements for the year ended 31 March 2022.
The adoption of the amendments which are effective from 1 April 2022 has had no impact on the Group’s
consolidated financial position or performance of the Group as per management analysis performed.
Going concern
The Group operates or has invested in 27 ports in 14 different countries and is focusing on increasing its
number of cruise ports in different geographical locations to support its operations and diversify economic
and political risks. As a consequence, the Group management believes that the Group is well placed to manage
its business risks successfully despite the current uncertain economic outlook.
The principal events and conditions identified by the Group that have the most significant impact on the
going concern of the Group are:
a. the passenger levels that will be observed during the Going Concern assessment period of not less than 12
months from the date of approval of these Report and Accounts and the associated effect on Group revenues
and cash position; and
b. maintaining liquidity based on current facilities along with covenant compliance on those facilities.
As of the date of this report, Cruise operations have essentially reached normal activity levels pre-Covid
19, following the closing of cruise operations in March 2020. Adhering to the initial forecast with a slow
acceleration after the restart of operations late in 2020 in Europe and in the second quarter of 2021 in the
Caribbean, cruise passenger numbers have increased gradually and as of Q4 financial year 2023 (January to
March 2023), passenger levels have reached the same level as during the comparative period in the calendar
year 2019 (pre Covid).
Management is in close contact with its banking partners related to its current financial liabilities;
covenant compliance for Port of Adria has been waived and postponed until early 2024.
During the year, the Group entered into new long-term financings to fund committed CAPEX for recent European
acquisitions. Maturities of the new financing arrangements and current debts are mid-to long term.
Considering the regular business cycle, pre-Covid EBITDA levels and cash conversion ratio of the Group, the
repayment of the financing through operational cash flows is expected.
Group management believes that the Group is well placed to manage its financing and other business risks
satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in
operation for at least 12 months from the signing date of these consolidated interim financial statements.
They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the
financial statements.
2 Segment reporting
a. Products and services from which reportable segments derive their revenues
The Group operates various cruise and commercial ports and all revenue is generated from external customers
such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo
ships.
b. Reportable segments
Operating segments are defined as components of an enterprise for which discrete financial information is
available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate
resources and assessing performance.
The Group presents its operations on a regional basis, with each key region representing an individual
operating segment with a set of activities which generate revenue, and the financial information of each
region is reviewed by the Group’s chief operating decision-maker in deciding how to allocate resources and
assess performance. The segment assessment of the Group has changed during the fiscal year as a result of
structural changes and concentration of the investment of the Group to Cruise operations and vertical
integration of additional services within the Cruise business. The Group has identified four key regions it
operates as segments; these are West Mediterranean, Central Mediterranean, East Mediterranean and Americas.
The Group’s chief operating decision-maker is the Chief Executive Officer (“CEO”), who reviews the management
reports of each region at least on a monthly basis.
The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and
amortisation excluding the effects of specific adjusting income and expenses comprising project expenses,
bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated
expenses, finance income, finance costs, and including the share of equity-accounted investments which are
fully integrated into GPH cruise port network (“Adjusted EBITDA” or “Segmental EBITDA”). Adjusted EBITDA is
considered by Group management to be the most appropriate profit measure for the review of the segment
operations because it excludes items which the Group does not consider to represent the operating cash flows
generated by underlying business performance. The share of equity-accounted investees has been included as it
is considered to represent operating cash flows generated by the Group’s operations that are structured in
this manner.
The Group has the following operating segments under IFRS 8:
▪ Western Mediterranean & Atlantic region (“West Med”)
◦ BPI, Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port, Las Palmas, Alicante, Lisbon
Cruise Terminals, SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”) and Kalundborg Cruise
Port (“Kalundborg”).
▪ Central Mediterranean region (“Central Med”)
◦ VCP (“Valetta Cruise Port”), Travel Shopping Ltd (“TSL”), POH, Cagliari Cruise Port, Catania
Passenger Terminal, Crotone Cruise Port, Taranto Cruise Port, Venezia Investimenti Srl. (“Venice
Investment” or “Venice Cruise Port”), and La Goulette Cruise Port.
▪ Americas Region (“Americas”)
◦ Nassau Cruise Port (“NCP”), Antigua Cruise Port (“GPH Antigua”), and Prince Rupert Cruise Port.
▪ Eastern Mediterranean and Adriatic region (“East Med”)
◦ Ege Liman (“Ege Ports-Kuşadası”), Bodrum Liman (“Bodrum Cruise Port”) and Zadar Cruise Port
(“ZIPO”).
▪ Other operations (“other”)
◦ Port of Adria (“Port of Adria-Bar”), Global Ports Services Med, GP Med, Balearic Handling SLA
(“Balearic”), Shore Handling SLA (“Shore”), Ha Long management contract and Pelican Peak; All except
for Port of Adria-Bar are part of vertical integration plans of the Group for the Cruise business
and not exceeding the quantitative threshold, have been included in Other operations.
The Group’s reportable segments under IFRS 8 are West Med, Central Med, East Med, Americas, and Other.
Global Liman, Global Ports Europe, GP Melita, GP Netherlands, Global Depolama, GPH Americas, GP Malta
Finance, GPH Cruise Port Finance and GPH Bahamas do not generate any revenues and therefore is presented as
unallocated to reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.
Any items which are not attributable to segments have been disclosed as unallocated.
i. Segment revenues, results and reconciliation to profit before tax
The following is an analysis of the Group’s revenue, results and reconciliation to profit before tax by
reportable segment:
West Med Central Med East Med Americas Other Total
USD ‘000
Year ended 31 March 2023
Revenue 27,677 14,761 24,062 135,778 11,318 213,596
Segmental EBITDA 19,475 7,811 19,366 29,010 4,318 79,980
Unallocated expenses (7,303)
Adjusted EBITDA 72,677
Reconciliation to loss before tax
Depreciation and amortisation expenses (27,277)
Specific adjusting items (*) (12,899)
Finance income 5,676
Finance costs (47,718)
Loss before income tax (9,541)
Year ended 31 March 2022
Revenue 6,210 7,175 2,521 102,818 9,686 128,410
Segmental EBITDA 1,252 3,176 214 5,055 3,232 12,929
Unallocated expenses (5,919)
Adjusted EBITDA 7,010
Reconciliation to loss before tax
Depreciation and amortisation expenses (28,467)
Specific adjusting items (*) (10,652)
Finance income 25,071
Finance costs (36,897)
Loss before income tax (43,935)
(*) Please refer to glossary of alternative performance measures (APM).
The Group did not have inter-segment revenues in any of the periods shown above.
ii. Segment assets and liabilities
The following is an analysis of the Group’s assets and liabilities by reportable segment for the year ended:
West Med Central Med East Med Americas Other Total
USD ‘000
31 March 2023
Segment assets 116,001 88,131 46,248 419,143 49,394 718,917
Equity-accounted investees 15,893 1,528 -- -- 407 17,828
Unallocated assets 163,852
Total assets 900,597
Segment liabilities 56,591 59,679 13,961 375,049 32,004 537,284
Unallocated liabilities 328,019
Total liabilities 865,303
31 March 2022
Segment assets 112,804 91,657 39,058 394,813 59,025 697,357
Equity-accounted investees 11,315 2,294 -- -- 464 14,073
Unallocated assets 100,441
Total assets 811,871
Segment liabilities 53,828 63,358 15,424 363,149 39,567 535,326
Unallocated liabilities 226,148
Total liabilities 761,474
iii. Other segment information
The following table details other segment information for the year ended:
West Med Central Med East Med Americas Other Unallocated Total
USD ‘000
Year ended 31 March 2023
Depreciation and amortisation expenses (11,368) (3,723) (3,058) (6,173) (2,766) (189) (27,277)
Additions to non-current assets (*)
- Capital expenditures (**) 1,369 706 457 98,111 194 73 100,910
Total additions to non-current assets (*) 1,369 706 457 97,958 194 73 100,910
Year ended 31 March 2022
Depreciation and amortisation expenses (12,262) (3,177) (2,794) (3,488) (2,487) (252) (28,467)
Additions to non-current assets (*)
- Capital expenditures 396 1,338 63 92,607 209 20 94,633
Total additions to non-current assets (*) 396 1,338 63 92,607 209 20 94,633
(*) Non-current assets exclude those relating to deferred tax assets and financial instruments (including
equity-accounted investees).
(**) Total Capital expenditures on non-current assets includes prepayments into fixed assets.
iv. Geographical information
The Port operations of the Group are managed on a worldwide basis, but operational ports and management
offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda, Italy and Croatia. The
geographic information below analyses the Group’s revenue and non-current assets by countries. In presenting
the following information, segment revenue has been based on the geographic location of port operations and
segment non-current assets were based on the geographic location of the assets.
Year ended Year ended
Revenue 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Bahamas 129,651 100,269
Spain 30,303 7,291
Turkey 23,482 2,169
Malta 11,996 6,333
Montenegro 8,510 8,604
Antigua & Barbuda 6,127 2,550
Italy 2,765 842
Croatia 580 352
Denmark 182 --
213,596 128,410
As at As at
Non-current assets 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Turkey 40,790 42,850
Spain 99,125 105,686
Malta 104,732 110,043
Montenegro 52,793 58,712
Italy 5,136 5,878
Bahamas 353,013 243,476
Antigua & Barbuda 61,746 63,247
UK 9,553 9,096
Croatia 2,333 2,528
Denmark 1,091 1,069
Canada 70 --
Unallocated 21,730 20,677
752,112 663,262
Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted
investments) are presented as unallocated.
v. Information about major customers
IFRIC 12 construction revenue relates to ongoing construction at Nassau Cruise Port, Tarragona Cruise Port
and Cruise Ports in Canary Islands. Excluding IFRIC 12 revenue, the Group did not have a single customer that
accounted for more than 10% of the Group's consolidated revenue in any of the periods presented.
3 Revenue
For the year ended 31 March 2023 and 31 March 2022, revenue comprised the following:
West Med Central Med East Med Americas Other Consolidated
(USD ‘000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Point in time
Cargo Handling -- -- -- -- -- -- -- -- 7,927 7,762 7,927 7,762
revenues
Primary Port 22,657 4,810 8,512 2,819 18,307 1,189 38,476 12,919 292 256 88,244 21,993
operations
Ancillary port
service 2,049 549 384 908 1,647 299 635 847 2,652 1,645 7,367 4,248
revenues
Destination
service 27 -- 693 184 1 -- -- -- -- -- 721 184
revenues
Other ancillary 461 196 424 359 657 353 120 339 429 2 2,091 1,249
revenues
Over time
Area Management 1,532 655 4,748 2,905 3,450 680 1,057 612 18 21 10,805 4,873
revenues
IFRIC 12
Construction 951 -- -- -- -- -- 95,490 88,101 -- -- 96,441 88,101
revenue
Total Revenues
as reported in 27,677 6,210 14,761 7,175 24,062 2,521 135,778 102,818 11,318 9,686 213,596 128,410
note 2
The following table provides information about receivables, contract assets and contract liabilities from
contracts with customers;
Year ended Year ended
Revenue 31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Receivables, which are included in ‘trade and other receivables’ 14,380 11,313
Contract assets 411 476
Contract liabilities (896) (1,081)
13,895 10,707
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed
at the reporting date on Commercial services provided to vessels and management agreements. The contract
assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues
an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers for services
not yet provided. These amounts will be recognised as revenue when the services has provided to customers and
billed, which based on the nature of the business is less than a one week period.
The amount of USD 1,081 thousand recognised in contract liabilities at the beginning of the period has been
recognised as revenue for the period ended 31 March 2023. The contract liabilities amounting to USD 896
thousand will be recognised as revenue during the year ending 31 March 2024.
The amount of revenue recognised in the period ended 31 March 2023 from performance obligations satisfied (or
partially satisfied) in previous periods is USD 411 thousand. This is mainly due to the nature of operations,
Group does not work on long term agreements with its customers.
No information is provided about remaining performance obligations at 31 March 2023 that have an original
expected duration of one year or less, as allowed by IFRS 15.
4 Cost of sales
For the year ended 31 March 2023 and 31 March 2022, cost of sales comprised the following:
2023 2022
(USD ‘000) (USD ‘000)
IFRIC-12 Construction expenses 94,512 86,338
Depreciation and amortization expenses 24,698 25,626
Personnel expenses (*) 12,728 8,249
Security expenses 3,823 1,756
Insurance expense 3,593 3,719
Commission fees to government authorities and pilotage expenses 2,772 695
Repair and maintenance expenses 1,765 1,212
Cost of inventories sold 1,676 678
Replacement provision 585 671
Other expenses 3,729 2,382
Total 149,881 131,326
* 4,248 thousand USD (2022: 1,209 thousand USD) of total personnel expenses are related to outsourced
personnel expenses.
5 Administrative expenses
For the year ended 31 March 2023 and 31 March 2022, administrative expenses comprised the following:
2023 2022
(USD ‘000) (USD ‘000)
Personnel expenses 9,226 7,228
Depreciation and amortization expenses 2,577 2,837
Consultancy expenses 2,926 2,817
Representation and travel expenses 475 247
Other expenses 3,658 3,633
Total 18,862 16,762
The analysis of the auditor’s remuneration is as follows:
2023 2022
USD ‘000 USD ‘000
Fees payable to PKF Littlejohn LLP and their associates for the audit of the company’s 425 399
annual accounts
Fees payable to PKF Littlejohn LLP and their associates for the audit of the company’s 215 160
subsidiaries
Fees payable to KPMG LLP and their associates for the audit of the company’s subsidiaries -- 45
Total audit fees 640 604
• Audit-related assurance services PKF Littlejohn LLP and their associates 83 27
Total non-audit fees 83 27
Total fees 723 631
6 Other income and other expenses
During the year ended 31 March 2023 and 31 March 2022, other income comprised the following:
2023 2022
USD’000 USD’000
IFRS 16 gain from concession fee waivers 600 964
Foreign currency income from operations -- 1,138
Government support * 1,472 1,681
Income from reversal of replacement provision 287 --
Other 247 1,386
Total 2,606 5,169
* Italian and Spanish governments provided non-reimbursable Covid-19 support payments.
During the year ended 31 March 2023 and 31 March 2022, other expenses comprised the following:
2023 2022
USD’000 USD’000
Project expenses 11,541 7,897
Foreign currency losses from operations 1,839 --
Indemnity payments 80 2,235
Impairment loss on Equity Accounted investments 659 --
Other 1,745 2,513
Total 15,864 12,645
7 Finance income and costs
During the year ended 31 March 2023 and 31 March 2022, finance income comprised the following:
2023 2022
Finance income
(USD ‘000) (USD ‘000)
Other foreign exchange gains 3,382 20,610
Income from repurchase of bonds -- 3,818
Interest income on related parties 527 453
Interest income on banks and others 1,587 8
Interest income from housing loans 4 (6)
Other interest income 176 188
Total 5,676 25,071
The income from financial instruments within the category financial assets at amortized cost is USD 2,118
thousand (31 March 2022: USD 455 thousand). Income from financial instruments within the category fair value
through profit and loss is USD 165 thousand (31 March 2022: USD 188 thousand).
For the year ended 31 March 2023 and 31 March 2022, finance costs comprised the following:
2023 2022
Finance costs
(USD ‘000) (USD ‘000)
Interest expense on loans and borrowings 34,740 21,675
Foreign exchange losses from Eurobond -- 3,354
Foreign exchange losses on other loans and borrowings 1,058 2,482
Interest expense on leases 3,756 3,932
Foreign exchange losses on equity translation * 412 1,330
Other foreign exchange losses 1,899 430
Loan commission expenses 3,303 2,551
Unwinding of provisions during the year 333 344
Letter of guarantee commission expenses 462 15
Other interest expenses 1,698 763
Other costs 57 21
Total 47,718 36,897
* Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept
as per Turkish Companies Law “VUK 213” article 215 in TL. All equity transactions are made in TL and
transaction incurred during the year are being translated to USD resulting in foreign exchange differences in
profit or loss.
The interest expense for financial liabilities not classified as fair value through profit or loss is USD
38,496 thousand (31 March 2022: USD 25,607 thousand).
8 Property and equipment
Movements of property and equipment for the year ended 31 March 2023 comprised the following:
USD ‘000
Cost 31 March 2022 Additions Disposals Transfers Currency translation 31 March
differences 2023
Leasehold 132,619 411 (300) 752 (1,712) 131,770
improvements
Machinery and 20,797 1,511 (163) 219 (433) 21,931
equipment
Motor vehicles 12,146 366 (25) -- (6) 12,481
Furniture and 11,267 870 (22) 33 (177) 11,971
fixtures
Construction in 9,596 1,166 -- (1,004) 14 9,772
progress
Land improvement 91 4 -- -- -- 95
Total 186,516 4,328 (510) -- (2,314) 188,020
Accumulated 31 March 2022 Depreciation expense Disposals Transfers Currency translation 31 March
depreciation differences 2023
Leasehold 39,977 4,339 (121) -- (246) 43,949
improvements
Machinery and 8,900 1,342 (55) -- (152) 10,035
equipment
Motor vehicles 9,670 1,007 (38) -- (3) 10,636
Furniture and 6,487 729 (14) -- (57) 7,145
fixtures
Land improvement 71 4 -- -- -- 75
Total 65,105 7,421 (228) -- (458) 71,840
Net book value 121,411 -- 116,180
Movements of property and equipment for the year ended 31 March 2022 comprised the following:
USD ‘000
Cost 31 March 2021 Additions Disposals Transfers Currency translation 31 March
differences 2022
Leasehold 135,966 641 -- (156) (3,832) 132,619
improvements
Machinery and 21,002 969 (18) 6 (1,162) 20,797
equipment
Motor vehicles 12,011 136 (32) -- 31 12,146
Furniture and 10,792 1,015 (23) -- (517) 11,267
fixtures
Construction in 6,834 2,669 -- 150 (57) 9,596
progress
Land improvement 87 4 -- -- -- 91
Total 186,692 5,434 (73) -- (5,537) 186,516
Accumulated 31 March 2021 Depreciation expense Disposals Transfers Currency translation 31 March
depreciation differences 2022
Leasehold 36,265 4,446 -- -- (734) 39,977
improvements
Machinery and 8,009 1,335 (16) -- (428) 8,900
equipment
Motor vehicles 9,633 946 (23) -- (886) 9,670
Furniture and 5,868 822 (7) -- (196) 6,487
fixtures
Land improvement 59 12 -- -- -- 71
Total 59,834 7,561 (46) -- (2,244) 65,105
Net book value 126,858 121,411
As at 31 March 2023, the net book value of machinery and equipment purchased through leasing amounted to USD
0 thousand (31 March 2022: USD 0 thousand), and the net book value of motor vehicles purchased through
leasing amounted to USD 1,321 thousand (31 March 2022: USD 2,157 thousand). In 2023, the Group acquired
machinery and equipment amounting to USD 14 thousand through finance leases (31 March 2022: USD 142
thousand).
As at 31 March 2023 and 31 March 2022, according to the “TOORA” and “BOT” tender agreements signed with the
related Authorities, at the end of the agreement periods, real estate with their capital improvements will be
returned as running, clean, free of any liability and free of charge. The details of the pledge or mortgage
on property and equipment regarding the loans and borrowings are explained on Note 13.
During the year ended 31 March 2023 and 31 March 2022, no borrowing costs were capitalised into property and
equipment.
As at 31 March 2023, the insured amount of property and equipment amounts to USD 373,200 thousand (31 March
2022: USD 284,651 thousand).
9 Intangible assets
Movements of intangible assets for the year ended 31 March 2023 comprised the following:
USD ‘000
Cost 31 March 2022 Additions Disposal Currency translation 31 March 2023
differences
Port operation rights 533,150 119,279 (5,561) (6,020) 640,848
Customer relationships 5,402 -- -- (36) 5,366
Software 626 28 -- (14) 640
Other intangibles 1,097 124 (1) (54) 1,166
Total 540,275 119,431 (5,562) (6,124) 648,020
Accumulated amortization 31 March 2022 Amortisation expense Disposal Currency translation 31 March 2023
differences
Port operation rights 123,561 16,315 (5,109) (1,661) 133,106
Customer relationships 4,237 141 -- (1) 4,377
Software 593 17 -- (14) 596
Other intangibles 913 50 (1) (44) 918
Total 129,304 16,523 (5,110) (1,720) 138,997
Net book value 410,971 509,023
Movements of intangible assets for the year ended 31 March 2022 comprised the following:
USD ‘000
Cost 31 March 2021 Additions Disposal Currency translation 31 March 2022
differences
Port operation rights 441,621 105,518 -- (13,989) 533,150
Customer relationships 5,482 -- -- (80) 5,402
Software 665 4 (10) (33) 626
Other intangibles 1,233 41 -- (177) 1,097
Total 449,001 105,563 (10) (14,279) 540,275
Accumulated amortisation 31 March 2021 Amortisation expense Disposal Currency translation 31 March 2022
differences
Port operation rights 111,620 16,867 -- (4,926) 123,561
Customer relationships 4,095 156 -- (14) 4,237
Software 499 130 (6) (30) 593
Other intangibles 877 170 -- (134) 913
Total 117,091 17,323 (6) (5,104) 129,304
Net book value 331,910 410,971
The details of Port operation rights as at 31 March 2023 and 31 March 2022 are as follows:
As at 31 March 2023 As at 31 March 2022
USD ‘000 Carrying Amount Remaining Amortisation Carrying Amount Remaining Amortisation
Period Period
Creuers del Port de 66,217 87 months 78,002 99 months
Barcelona
Cruceros Malaga 8,865 113 months 9,683 125 months
Valletta Cruise Port 55,366 524 months 58,043 536 months
Port of Adria 13,137 249 months 14,113 261 months
Tarragona Cruise Port 671 132 months -- --
Global Ports Canary 5,021 477 months -- --
Islands
GPH Alicante 1,059 180 months -- --
Ege Ports 8,533 120 months 9,360 132 months
Bodrum Cruise Port 2,308 540 months 2,360 552 months
Nassau Cruise Port 344,080 293 months 234,915 305 months
Cagliari Cruise Port 1,144 45 months 1,485 57 months
Catania Cruise Port 1,339 57 months 1,628 69 months
All port operating rights have arisen as a result of IFRS 3 Business combinations, except Barcelona Port
Investments, Catania Cruise Port, Nassau Cruise Port, Tarragona, Canary Islands and Alicante, which arose as
a result of applying IFRIC 12. Each port represents a separate CGU as per IAS 36.
For the year ended 31 March 2023, borrowing costs amounting USD 16,483 thousand have been capitalized into
intangible assets (2022: USD 16,364 thousand).
No project expenses directly attributable to the creation of the port right have been capitalized as part of
the port operating rights.
Recoverability of intangible assets
Management made regular checks on internal and external impairment indicators. Based on the last year
performance of the Group companies, there was a full recovery seen after Covid 19, Passenger and call numbers
exceeded the last comparative year of 2019, and all tariffs and operational revenues were either at the same
level or higher compared to 2019 . Management is confident on the carrying amounts of its subsidiaries being
fair, with no impairment of any assets being deemed necessary.
10 Equity-accounted investments
The nature of the operations and the locations of the equity-accounted investees of the Company are listed
below:
Locations Operations
Equity-accounted investees
LCT - Lisbon Cruise Terminals, LDA (“LCT”) Portugal Port operations
SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”) Singapore Port operations
Venezia Investimenti Srl. (“Venice Investment”) Italy Port investments
Goulette Cruise Holding Ltd. (“La Goulette”) UK Port investments
Pelican Peak Investments Inc (“Pelican Peak”) Canada Ancillary services
Lisbon Cruise Terminals
The Group has entered into the concession agreement of Lisbon Cruise Port within the framework of a
public-service concession on 18 July 2014 as part of the consortium comprising Global Liman, RCCL, Creuers
and Group Sousa – Investimentos SGPS, LDA. The operation right of Lisbon Cruise Port has been transferred by
the Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which was established by the Consortium on
26 August 2014. The Group has a 46.2% effective interest in Lisbon Cruise Terminals as at 31 March 2023,
hence the Group can only appoint a minority of Directors to the Board and therefore does not have control
over the entity. Lisbon Cruise Terminals has been recognised as an equity-accounted investee in the
consolidated financial report as at and for the periods ended 31 March 2023 and 2022.
Singapore Port
Barcelona Port Investments, S.L (“BPI”) was established as a joint venture between the Group and Royal
Caribbean Cruises Ltd. (“RCCL”) on 26 July 2013 for the purpose of acquiring Creuers. GPH CPF has 62%
ownership in BPI. Creuers holds a 100% interest in the port operation rights for the Barcelona cruise port,
as well as an 100% interest in the port operation rights for the Malaga cruise port and a 40% interest in the
port operation rights for the Singapore cruise port. Singapore cruise port has a fiscal year starting from 1
April and ending on 31 March. The effective interest held on Singapore cruise port is 24.8%. Singapore has
been recognised as an equity-accounted investee in the consolidated financial report as at and for the
periods ended 31 March 2023 and 2022.
Venice Investment
Venezia Investimenti Srl is an international consortium formed for investing in Venezia Terminal Passegeri
S.p.A (“VTP”). The international consortium formed as a joint venture by GPH, Costa Crociere SpA, MSC Cruises
SA and Royal Caribbean Cruises Ltd each having a 25% share of the Company.
Goulette Cruise Holding
Goulette Cruise Holding is a joint venture established 50%-50% between the Company and MSC Cruises S.A.
("MSC"), to acquire La Goulette Shipping Cruise, which operates the cruise terminal in La Goulette, Tunisia.
The Company made a share capital contribution for its 50% shareholding amounting to €55 thousand and issued a
loan of $6m in December 2019 to fund the acquisition of La Goulette Shipping Cruise proportionately to its
share. The joint venture acquired the shares in La Goulette Shipping Cruise on 26 December 2019.
Pelican Peak
The Group invested in Pelican Peak, a company established in Canada and operating in the Caribbean region to
provide ancillary services to cruise passengers. The investment in Pelican Peak shares were made as part of
the Group’s plans to integrate its services vertically and increase ancillary service opportunities of the
Group.
Impairment analysis
An indicator of impairment has been identified for the investment of Venezia Investimenti (“VI”). Whilst
Venice Cruise Port, 48% investment of VI, has continued to operate through the period, additional safety
policies actioned by the Italian government resulted in the number of ships visiting the port to be limited
and the port has not grown as expected since acquisition in 2016, and the concession period remaining
decreased significantly. As a result, a detailed analysis of the investment has been made taking into
consideration the recent limitations and restrictions to cruise traffic in Venice, and an impairment of $0.6
million has been recognised. Management has used forecasts prepared by Venice Cruise Port (“VCP”) management
to evaluate recoverability of Venice Cruise Port, to decide on the potential investment value of VCP in VI.
For the year ended 31 March 2023
At 31 March 2023, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and
Pelican Peak are equity-accounted investees in which the Group participates.
The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti,
Lisbon Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements
as at 31 March 2023. The table also reconciles the summarised financial information to the carrying amount of
the Group’s interest in Lisbon Cruise Terminals and Singapore Port.
Pelican Peak Venezia Lisbon Cruise Singapore Port
USD’000 Goulette Cruise Investimenti Terminals
Holding
Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%
Non-current assets 4,821 14,208 13,083 25,590 8,568
Current assets (1) 3,665 3,082 3,331 20,747
Non-current liabilities (471) (18,673) (9,951) (8,642) (4,653)
Current liabilities (369) (300) (101) (2,310) (7,398)
Net assets (100%) 3,980 (1,100) 6,113 17,969 17,264
Group’s share of net assets 407 (550) 1,528 8,985 6,906
Carrying amount of interest in 407 -- (*) 1,528 8,985 6,906
equity-accounted investees
Revenue -- -- -- 7,790 26,314
Expenses (424) -- (89) (6,028) (17,668)
Profit and total comprehensive income (424) (391) (89) 1,762 8,646
for the year (100%)
Group’s share of profit and total (43) -- (*) (22) 881 3,458
comprehensive income
(*) The Group has no obligation to fund Goulette's operations nor has it made payments on behalf of Goulette.
The Group’s interest in Goulette is reduced to zero, and the yearly result recognized is the balance
nullifying the equity.
As at 31 March 2023, the amounts in the above table include the following:
Pelican Peak Venezia Lisbon Cruise Singapore Port
USD ‘000 Goulette Cruise Investimenti Terminals
Holding
Cash and cash equivalents 1 4 2,868 1,509 18,743
Non-current financial liabilities
(excluding trade and other payables (471) (18,673) -- (8,498) (4,316)
and provisions)
Current financial liabilities
(excluding trade and other payables -- -- -- (1,343) (1,874)
and provisions)
Interest income -- 728 -- -- --
Depreciation and amortisation -- -- -- (1,204) (2,485)
Interest expense (6) (723) -- (431) (46)
Income tax expense -- -- -- (583) (1,785)
For the year ended 31 March 2023, the Group’s share of profit and total comprehensive income is set out
below:
Net profit / (loss)
(USD ‘000)
Singapore Port 3,458
Venezia Investimenti (22)
Pelican Peak (43)
Goulette Cruise Holding --
Lisbon Cruise Terminals 881
Group’s share of profit / (loss) and total comprehensive income 4,274
For the year ended 31 March 2022
At 31 March 2022, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and
Pelican Peak are equity-accounted investees in which the Group participates.
The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti,
Lisbon Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements
as at 31 March 2022. The table also reconciles the summarised financial information to the carrying amount of
the Group’s interest in Lisbon Cruise Terminals and Singapore Port.
Pelican Peak Venezia Lisbon Cruise Singapore Port
USD’000 Goulette Cruise Investimenti Terminals
Holding
Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%
Non-current assets 5,288 16,915 16,205 27,228 10,623
Current assets -- 512 3,200 2,976 8,287
Non-current liabilities (400) (17,701) (10,198) (12,614) (5,854)
Current liabilities (353) (478) (33) (1,583) (4,776)
Net assets (100%) 4,535 (752) 9,174 16,007 8,280
Group’s share of net assets 464 (376) 2,294 8,003 3,312
Carrying amount of interest in 464 -- (*) 2,294 8,003 3,312
equity-accounted investees
Revenue -- 686 -- 3,904 22,377
Expenses 90 (853) (143) (4,464) (27,672)
Profit and total comprehensive income 90 (167) (143) (560) (5,295)
for the year (100%)
Group’s share of profit and total 9 -- (*) (36) (280) (2,118)
comprehensive income
(*) The Group has no obligation to fund Goulette's operations nor has it made payments on behalf of Goulette.
The Group’s interest in Goulette is reduced to zero, and the yearly result recognized is the balance
nullifying the equity.
As at 31 March 2022, the amounts in the above table include the following:
Pelican Peak Venezia Lisbon Cruise Singapore Port
USD ‘000 Goulette Cruise Investimenti Terminals
Holding
Cash and cash equivalents -- 505 3,187 1,616 6,533
Non-current financial liabilities
(excluding trade and other payables (401) (17,701) -- (12,620) (5,412)
and provisions)
Current financial liabilities
(excluding trade and other payables -- -- -- (547) (1,326)
and provisions)
Interest income -- 683 -- -- --
Depreciation and amortisation -- -- -- (1,367) (2,968)
Impairment loss on trade receivables -- -- -- -- (7,834)
and contract assets *
Interest expense (5) (732) -- (406) (36)
Income tax expense -- -- -- 172 (737)
* Impairment loss booked in Singapore during FY2022 is related to bankruptcy of one of the Cruise Lines
mostly operating in Asian region.
For the year ended 31 March 2022, the Group’s share of profit and total comprehensive income is set out
below:
Net profit / (loss)
(USD ‘000)
Singapore Port (2,118)
Venezia Investimenti (36)
Pelican Peak 9
Goulette Cruise Holding --
Lisbon Cruise Terminals (280)
Group’s share of profit / (loss) and total comprehensive income (2,425)
11 Cash and cash equivalents
As at 31 March 2023 and 31 March 2022, cash and cash equivalents comprised the following:
2023 2022
(USD ‘000) (USD ‘000)
Cash on hand 105 57
Cash at banks 118,062 99,605
- Demand deposits 99,871 98,010
- Time deposits 18,221 1,595
Other cash and cash equivalents 34 25
Cash and cash equivalents 118,201 99,687
As at 31 March 2023 and 31 March 2022, maturities of time deposits comprised the following:
2023 2022
(USD ‘000) (USD ‘000)
Up to 1 month 2 2
1-3 months 18,219 1,593
Total 18,221 1,595
As at 31 March 2023 and 31 March 2022, the ranges of interest rates for time deposits are as follows:
2023 2022
Interest rate for time deposit-TL (highest) 25.0% 2.5%
Interest rate for time deposit-TL (lowest) 8.5% 2.0%
Interest rate for time deposit-USD (highest) -- --
Interest rate for time deposit-USD (lowest) -- --
Interest rate for time deposit-EUR (highest) 0.15% 0.15%
Interest rate for time deposit-EUR (lowest) 0.05% 0.05%
As at 31 March 2023, cash at bank held at Antigua, Nassau Cruise Port, Ege Port and Port of Adria amounting
to USD 12,621 thousand (31 March 2022: USD 11,962 thousand) is restricted due to debt service reserve amounts
regarding financing agreements and subscription guarantees (Note 15). Debt service reserve guarantees were
given for the following period’s interest and principal payment and can be used when requested for investment
purposes.
12 Capital and reserves
a. Share capital
The Company's shares are ordinary voting shares. There are no preferential rights attached to any shares of
the Company.
The details of paid-up share capital as of 31 March 2023 and 31 March 2022 are as follows:
Number of shares Share capital Share Premium
‘000 USD’000 USD’000
Balance at 1 April 2021 62,827 811 --
Balance at 31 March 2022 62,827 811 --
Balance at 31 March 2023 62,827 811 --
b. Nature and purpose of reserves
i. Translation reserves
The translation reserves amounting to USD 43,100 thousand (31 March 2022: USD 46,462 thousand) are recognised
as a separate account under equity and comprises foreign exchange differences arising from the translation of
the consolidated financial statements of subsidiaries and equity-accounted investees from their functional
currencies (Euro and TL) to the presentation currency USD.
ii. Legal reserves
Under the Turkish Commercial Code, Turkish companies are required to set aside first and second level legal
reserves out of their profits. First level legal reserves are set aside as up to 5% of the distributable
income per the statutory accounts each year. The ceiling of the first level reserves is 20% of the paid-up
share capital. The requirement to set aside ends when 20% of the paid-up capital level has been reached.
Second level legal reserves correspond to 10% of profit distributed after the deduction of the first legal
reserves and the minimum obligatory dividend pay-out, but holding companies are not subject to this
regulation. There is no ceiling for second level legal reserves and they are accumulated every year. First
and second level legal reserves cannot be distributed until they exceed 50% of the capital, but the reserves
can be used for offsetting the losses in case free reserves are unavailable. As at 31 March 2023, the legal
reserves of the Group amounted to USD 6,014 (31 March 2022: USD 6,014 thousand).
iii. Hedging reserves
Net investment hedge
In the years ended 31 March 2023 and 31 March 2022, the Company has no active net investment hedge
arrangements.
Cash flow hedge
The Group entered into an interest rate swap as of 30 September 2014, in order to hedge its position against
changes in interest rates. The effective portion of the cash flow hedge that was recognised in other
comprehensive income was USD 142 thousand income (31 March 2022: USD 253 thousand income). The amount that
was reclassified from equity to profit and loss within the cash flow hedges – effective portion of changes in
fair value line item for the year was USD 113 thousand (31 March 2022: USD 170 thousand) recognized as
financial expenses in the profit and loss statement.
The hedge instrument payments will be made in the periods shown below, at which time the amount deferred in
equity will be reclassified to profit and loss:
More than 3 5 years or less
3 months months but less but more than More than
or less than 1 year 1 year 5 years
(USD ‘000) (USD ‘000) (USD ‘000) (USD ‘000)
Net cash outflows exposure
Liabilities 47 32 23 --
At 31 March 2022 47 32 23 --
Net cash outflows exposure
Liabilities (27) (14) -- --
At 31 March 2023 (27) (14) -- --
iv. Merger reserves
On 17 May 2017, Global Ports Holding PLC was listed on the Standard Listing segment of the Official List and
trading on the Main Market of the London Stock Exchange. As part of a restructuring accompanying the Initial
Public Offering (“IPO”) of the Group on 17 May 2017, Global Ports Holding PLC replaced Global Liman
Isletmeleri A.S. as the Group’s parent company by way of a Share exchange agreement. Under IFRS 3 this has
been accounted for as a Group reconstruction under merger accounting. These consolidated financial statements
have been prepared as a continuation of the existing Group. Merger accounting principles for this combination
have given rise to a merger reserve of USD 225 million. This has been transferred from the merger reserve to
retained earnings subsequent to the share capital reduction, as it does not have any features distinct from
retained earnings.
b. Dividends
Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its
articles of association, after deducting taxes.
The Board of the Company has decided to suspend dividends with a resolution dated March 2020. Accordingly no
dividend was decided or distributed during the year ended 31 March 2023 and 31 March 2022.
The Group has not made any dividend distribution to non-controlling interests during the year ended 31 March
2023 (No dividend distribution during the year ended 31 March 2022).
13 Loans and borrowings
As at 31 March 2023 and 31 March 2022, loans and borrowings comprised the following:
2022
2023
Current loans and borrowings Restated*
(USD ‘000)
(USD ‘000)
Current portion of bonds and notes issued 17,834 16,490
Current bank loans 26,170 37,090
• TL 1,757 1,497
• Other currencies 24,414 35,593
Current portion of long-term bank loans 19,996 3,355
• TL -- --
• Other currencies 19,996 3,355
Lease obligations 2,487 3,799
Finance leases 1,062 1,162
Lease obligations recognized under IFRS 16 1,425 2,637
Total 66,488 60,734
2022
2023
Non-current loans and borrowings Restated *
(USD ‘000)
(USD ‘000)
Non-current portion of bonds and notes issued 242,820 224,109
Non-current bank loans 303,390 250,525
• TL -- --
• Other currencies 303,390 250,525
Finance lease obligations 59,744 63,220
• Finance leases 1,026 1,974
• Lease obligations recognized under IFRS 16 58,718 61,246
Total 605,954 537,854
* The split between the current portion and the non-current portion of the CPF loan from Sixth Street has
been amended in the prior year comparatives following a reassessment of the accounting treatment of the loan
in line with IFRS 9. The result of this amendment is that the current portion of long-term bank loans as at
31 March 2022 (other currencies) has reduced from $18,619k by $15,264k to $3,355k. This has then amended the
total current loans and borrowings figure as previously presented as $75,998k by reducing the figure by
$15,264k to $60,734k.
In addition, there has been an equal and opposite increase in the non-current bank loans (other currencies)
figure as at 31 March 2022, which was previously stated at $235,261k and has increased by $15,264k to
$250,525k. This has also then amended the total non-current loans and borrowings figure as previously
presented as $522,590k by increasing the figure by $15,264k to $537,854k.
The impact of the above amendment has also impacted the maturity profile of the long term loans as in the
below table which has also been restated as at 31 March 2022 to show the impact of the above noted amendment
between the years as set out below.
As at 31 March 2023 and 31 March 2022, the maturity profile of long-term loans and borrowings comprised the
following:
2022
2023
Year Restated
(USD ‘000)
(USD ‘000)
Between 1-2 years 37,776 29,060
Between 2-3 years 24,872 25,886
Between 3-4 years 268,247 29,343
Over 4 years 215,315 390,345
Total 546,210 474,634
As at 31 March 2023 and 31 March 2022, the maturity profile of lease obligations comprised the following:
USD ‘000 2023 2022
Future minimum Present value of minimum Future minimum Present value of
lease payments Interest lease payments lease payments Interest minimum lease
payments
Less than one 4,252 (1,765) 2,487 5,357 (1,558) 3,799
year
Between one and 126,186 (66,442) 59,744 133,941 (70,721) 63,220
five years
Total 130,438 (68,207) 62,231 139,298 (72,279) 67,019
Details of the loans and borrowings as at 31 March 2023 are as follows:
As at 31 March 2023
Loans and borrowings type Company name Currency Maturity Interest Interest rate Principal Carrying
type % value
Loans used to finance
investments and projects
Secured loans (i) Cruise Port USD 2026 Floating Libor + 5.25 254,116 247,189
Finance
Unsecured Bonds and notes (vi) Nassau Cruise Port USD 2040 Fixed 5.25 - 8.00 244,400 241,226
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 2,966 2,939
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 2,221 2,225
1.75
Secured Loan (iv) Valetta Cruise EUR 2037 Floating Euribor + 8,582 9,087
Port 2.80
Secured Loan Cagliari Cruise EUR 2029 Fixed 1.52 – 5.36 395 395
Port
Secured Loan Bodrum Cruise Port TL 2023 Fixed 30% 131 165
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 17,384 17,549
4.25
Secured Loan Port of Adria EUR 2025 Fixed 3.15 383 383
Secured Loan Balearic Handling EUR 2025 Fixed 1.50 2 2
Secured Loan Shore Handling EUR 2028 Fixed 1.50 187 187
Secured Loan Barcelona Cruise EUR 2024 Floating Euribor + 2,606 2,642
Port 4.00
Secured Loan (vii) Antigua Cruise USD 2026 Floating SOFR + 5.75 32,282 32,139
Port
Unsecured Loan (viii) GP Malta Finance EUR 2030 Fixed 6.25% 19,713 19,426
Secured Loan Tarragona Cruise EUR 2032 Floating Euribor + 4,266 4,266
Port 2.50%
Secured Loan GP Canary Islands EUR 2023 Fixed 4.76% 1,684 1,684
591,318 581,504
Loans used to finance working
capital
Unsecured Loan Global Liman USD 2023 Fixed 5% - 15.15% 22,574 22,686
Unsecured Loan Ege Liman TL 2023 Fixed 13.46% - 1,567 1,592
13.88%
Unsecured Loan Ege Liman USD 2023 Fixed 9.25% - 4,125 4,428
15.73%
28,266 28,706
Finance lease obligations
(incl. IFRS-16 Finance Lease)
Leasing Barcelona Cruise EUR 2029 Fixed 4.25% 1,417 1,417
Port *
Leasing Malaga Cruise Port EUR 2041 Fixed 2.00% 7,883 7,883
*
Leasing Valetta Cruise EUR 2066 Fixed 4.27% 60,741 24,872
Port *
Leasing Bodrum Cruise Port TL 2067 Fixed 28.05% 802 802
*
Leasing Bodrum Cruise Port TL 2024 Fixed 8.75% 264 308
Leasing Ege Liman USD 2025 Fixed 6.25% 1,784 1,778
Leasing Ege Liman EUR 2024 Fixed 3.25% 2 2
Leasing Port of Adria * EUR 2043 Fixed 3.85% 13,442 7,475
Leasing Zadar * EUR 2038 Fixed 5.50% 2,377 2,377
Leasing Cagliari Cruise EUR 2026 Fixed 4.84% 250 220
Port *
Leasing Taranto Cruise EUR 2042 Fixed 1.30% 1,018 851
Port *
Leasing Kalundborg Cruise EUR 2041 Fixed 6.50% 876 876
Port *
Leasing Antigua Cruise USD 2048 Fixed 7.65% 31,187 13,370
Port *
122,043 62,231
672,441
* IFRS – 16 applied leases
Details of the loans and borrowings as at 31 March 2022 are as follows:
As at 31 March 2022
Loans and borrowings type Company name Currency Maturity Interest Interest rate Principal Carrying
type % value
Loans used to finance
investments and projects
Secured loans (i) Cruise Port USD 2026 Floating Libor + 5.25 197,439 187,095
Finance
Unsecured Bonds and notes (vi) Nassau Cruise Port USD 2040 Fixed 5.25 – 8.00 241,155 240,600
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 8,718 8,680
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 3,376 3,364
1.75
Secured Loan (iv) Valetta Cruise EUR 2035 Floating Euribor + 9,721 8,880
Port 2.80
Secured Loan Cagliari Cruise EUR 2026 Fixed 2.20 – 5.55 465 465
Port
Secured Loan Bodrum Cruise Port TL 2022 Fixed 9.50 – 19.00 171 210
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 20,044 20,181
4.25
Secured Loan Port of Adria EUR 2022 Fixed 3.15 – 3.30 1,258 1,262
Secured Loan Balearic Handling EUR 2025 Fixed 1.50 13 13
Secured Loan Shore Handling EUR 2028 Fixed 1.50 223 223
Secured Loan Barcelona Cruise EUR 2024 Floating EURIBOR + 2,671 2,681
Port 4.00
Secured Loan (vii) Antigua Cruise USD 2026 Floating SOFR + 5.75 33,569 33,421
Port
518,823 507,075
Loans used to finance working
capital
Unsecured Loan Global Liman TL 2022 Fixed 9.25 – 9.50 1,092 1,287
Unsecured Loan Global Liman USD 2023 Fixed 9.50 19,000 19,037
Unsecured Loan Ege Liman USD 2022 Fixed 5.00 4,000 4,170
24,092 24,494
Finance lease obligations
(incl. IFRS-16 Finance Lease)
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 24 24
Port
Leasing Global Ports PLC * GBP 2022 Fixed 3.50 170 170
Leasing Barcelona Cruise EUR 2029 Fixed 4.25 1,819 1,819
Port *
Leasing Malaga Cruise Port EUR 2041 Fixed 2.00 8,492 8,492
*
Leasing Valetta Cruise EUR 2066 Fixed 4.27 63,168 25,348
Port *
Leasing Bodrum Cruise Port TL 2067 Fixed 18.09 983 983
*
Leasing Bodrum Cruise Port TL 2024 Fixed 32.77 641 635
Leasing Ege Liman USD 2025 Fixed 6.25 2,493 2,477
Leasing Port of Adria * EUR 2043 Fixed 3.85 13,454 9,525
Leasing Zadar * HRK 2038 Fixed 5.50 2,530 2,530
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 308 265
Port *
Leasing Taranto Cruise EUR 2042 Fixed 1.30 1,011 889
Port *
Leasing Kalundborg Cruise EUR 2041 Fixed 6.50 868 875
Port *
Leasing Antigua Cruise USD 2048 Fixed 7.65 31,787 12,987
Port *
127,748 67,019
598,588
* IFRS – 16 applied leases
Detailed information relating to significant loans undertaken by the Group is as follows:
i. At 27 July 2021, the Group entered into a five-year, senior secured loan agreement for up to USD 261.3
million with the investment firm Sixth Street to refinance Eurobond. $186.3m of this loan has been drawn
for the refinancing as of the reporting date, while the remaining $75m represent a growth financing
facility which the Group can draw meeting certain requirements. Under the terms of the Facility Agreement,
the Company will have the ability to select from a range of interest payment options including an all-cash
interest rate of Libor 7%, a cash interest rate of LIBOR +5.25% plus PIK rate of 2%, or a PIK only rate of
LIBOR +8.5% up until December 2022. The loan repayment is repaid with a bullet payment at final maturity
in July 2026. The Group, at its discretion, will not be required to make any debt service payments
(principal or interest) until calendar year-end 2022. As part of the financing arrangement with Sixth
Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the
nominal value per share representing 9.0% of the Company’s fully-diluted share capital (subject to
customary adjustments).
At 23 March 2023, the up-front concession fee payment amounting to $38.9m has been financed by partial
utilization of the USD 75 million growth facility provided by Sixth Street, previously announced on 24 May
2021 and approved by shareholders on 9 June 2021. As part of the additional draw down with Sixth Street, GPH
has issued further warrants to Sixth Street representing an additional 2.0% of GPH’s fully diluted share
capital (in addition to warrants issued at financial closing in July 2021 equivalent of 9.0% of GPH’s
fully diluted share capital).
In accordance with the Facility Agreement the reference rate for determination of interest will change from
LIBOR to adjusted SOFR for interest periods after 30 June 2023. The SSP Facility agreement includes a
detailed formula which determines a premium over the 3-month term SOFR which is intended to neutralize any
difference between LIBOR and Term SOFR. There should be no material difference in interest cost between the
current interest payment with LIBOR and that under SOFR.
ii. On 30 September 2014, BPI and Creuers entered into a syndicated loan. Tranche A of this loan is paid
semi-annually, at the end of June and December, with the last payment being in 2023. Tranche B is already
paid, Tranche C amounting to Euro 2.4 million has a bullet payment in 2024. The interest rate of this
loan is Euribor 6m + 4.00%. The syndicated loan is subject to a number of financial ratios and
restrictions, any breach of which could lead to early repayment being requested. Under this loan, in the
event of default, all the shares of BPI (a total of 3,170,500 shares each being €1) and Creuers
(3,005,061shares each being €1) are pledged together with certain rights of these companies. The
agreement includes terms about certain limitations on dividends payments, new investments, any change in
the control of the companies, change of the business, new loans and disposal of assets.
iii. On 12 January 2010, Cruceros Málaga, S.A. entered into a loan agreement with Unicaja regarding a loan of
EUR 9 million to finance the construction of the new terminal. This loan had an 18-month grace period.
It is linked to Euribor and has a term of 180 months from the agreement execution date. Therefore, the
maturity date of the loan is on 12 January 2025. A mortgage has been taken out on the administrative
concession agreement to guarantee repayment of the loan principal and accrued interest thereon.
iv. Valletta Cruise Port’s bank loans and overdraft facilities bear interest at Euribor + 3% (31 March 2022:
Euribor + 3%) per annum and are secured by a mortgage over VCP’s present and future assets, together with
a mortgage over specific property within the concession site for a period of 65 years commencing on 21
November 2001.
v. Port of Adria entered into a loan agreement with EBRD amounting to Euro 20 million in total on 26 February
2018 with a 6-year maturity, 2 years grace period and an interest rate of Euribor + 4.25%. Principal and
interest is payable quarterly in January, April, July and November of each year. Under this loan
agreement, in the event of default, all shares of Port of Adria (12,040,993 Shares having 0.5026 € nominal
value per each and 30,683,933 Shares having 1.1485 € nominal value per each) are pledged to the bank in
accordance with a share pledge agreement. In compliance with this agreement, the Company is also guarantor
of Port of Adria, and as per the agreement, the Company has to comply with the consolidated leverage ratio
of 5.0 to 1.
vi. Nassau Cruise Port has issued an unsecured bond with a total nominal value of USD 133.3 million pursuant
to the Bond Subscription Agreement dated 29 June 2020. The unsecured bonds have been sold to
institutional investors at par across two tranches in local currency Bahamian Dollar and US-Dollar, which
are pari-passu to each other, and with a fixed coupon of 8.0% across both tranches payable semi-annually
starting 30 June 2021. Final maturity of the bond is 30 June 2040, and principal repayments will occur in
ten equal, annual instalments, beginning in June 2031 and each year afterwards until final maturity.
Nassau Cruise Port has issued three additional tranches of unsecured notes with a total nominal value of USD
110 million pursuant to note purchase agreements dated 24 June 2021, 29 September 2021 and 22 November 2021.
Notes have a fixed coupon of 5.29%, 5.42% and 7.50% respectively, payable semi-annually starting 31 December
2021. Final maturity of the notes is 31 December 2040 (amortising), 31 December 2031 (bullet repayment) and
31 December 2029, respectively.
The bonds and the notes are general obligations of Nassau Cruise Port and not secured by any specific
collateral or guarantee. No other entity of the Group has provided any security or guarantee with respect to
the Nassau Cruise Port bond and notes. The bonds and the notes contain a covenant that Nassau Cruise Port
must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to
shareholders.
vii. On 26 September 2019, GPH Antigua entered into a syndicated loan with 6 years maturity and 2 years Grace
period. Repayment is being made quarterly starting from 31 December 2022, at a principal rate of
2.0835%. The remaining amount (58.33%) will be paid in September 2027. The syndicated loan is subject to
a number of financial ratios and restrictions, breach of which could lead to early repayment being
requested. The agreement includes terms about certain limitations on dividends payments, new
investments, a change in the control of the companies, change of the business, new loans and disposal of
assets.
viii. Shortly before the end of the Reporting Period, GPH, through a 100% owned SPV in Malta, issued EUR 18.1
million of unsecured bonds due 2030 with a fixed coupon of 6.25% per annum. These bonds are guaranteed
by GPH, and the proceeds will be used to partially finance GPH’s investment plans for recent cruise
port acquisitions in Europe.
Reconciliation of movements of liabilities to cash flows arising from financing activities
USD'000 Liabilities Equity
Loans and Borrowings Leases Retained earnings NCI Total
Balance at 1 April 2022 531,569 67,019 (48,192) 88,263 638,659
Changes from financing cash flows
Proceeds from loans and borrowings 117,939 -- -- -- 117,939
Repayment of borrowings / leases (42,915) (3,085) -- -- (46,000)
Total changes from financing cash flows 75,024 (3,085) -- -- 71,939
The effect of changes in foreign 1,056 (381) (93) (1,313) (731)
exchange rates
Other changes
Liability-related
Disposal -- (39) -- -- (39)
Interest expense 34,739 3,756 -- -- 38,495
Interest paid (30,202) (2,187) -- -- (32,389)
Total liability-related other changes (1,976) (2,852) -- -- (4,828)
Total equity-related other changes -- -- (24,998) 14,490 (10,508)
Balance at 31 March 2023 610,210 62,231 (73,283) 101,440 700,598
USD'000 Liabilities Equity
Loans and Borrowings Leases Retained earnings NCI Total
Balance at 1 April 2021 483,016 65,918 (12,151) 74,822 611,605
Changes from financing cash flows
Proceeds from loans and borrowings 340,473 4,298 -- -- 344,771
Repayment of borrowings / leases (278,329) (2,612) -- -- (280,941)
Total changes from financing cash 62,144 1,686 -- -- 63,830
flows
The effect of changes in foreign 5,837 (1,260) (49) (3,143) 1,385
exchange rates
Other changes
Liability-related
Disposal -- 1,761 -- -- 1,761
Interest expense 21,674 3,932 -- -- 25,606
Interest paid (31,362) (2,330) -- -- (33,692)
Total liability-related other changes (9,740) (2,688) -- -- (12,428)
Total equity-related other changes -- -- (35,992) 16,584 (19,408)
Balance at 31 March 2022 531,569 67,019 (48,192) 88,263 638,659
14 Earnings / (Loss) per share
The Group presents basic earnings per share (“basic EPS”) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period, less own shares acquired.
The Group has share-based payments as part of its long-term incentive plan to directors and senior
management. The shares to be granted to the participants of the scheme are only considered as potential
shares when the market vesting conditions are satisfied at the reporting date. None of the market conditions
are satisfied at the reporting date and therefore there is no dilution of the earnings per share or adjusted
earnings per share (please refer to the glossary of APMs). There are no other transactions that can result in
dilution of the earnings per share or adjusted earnings per share (please refer to the glossary of APMs).
Earnings per share is calculated by dividing the profit/(loss) attributable to ordinary shareholders, by the
weighted average number of shares outstanding.
2023 2022
Profit/(loss) attributable to owners of the Company (USD’000) (24,998) (35,992)
Weighted average number of shares 62,826,963 62,826,963
Basic (loss) per share with par value of GBP 0.01 (cents per share) (39.8) (57.3)
15 Commitments and contingencies
a. Litigation
There are pending lawsuits that have been filed against or by the Group. Management of the Group assesses the
possible results and financial effects of these lawsuits at the end of each period and as a result of these
assessments, the required provisions are recognised for the possible expenses and liabilities. The total
provision amount that has been recognised as at 31 March 2023 is USD 351 thousand (31 March 2022: USD 678
thousand).
The information related to the significant lawsuits that the Group is directly or indirectly a party to, is
outlined below:
The Port of Adria-Bar (Montenegro) is a party to the disputes arising from the collective labour agreement
executed with the union by Luka Bar AD (former employer/company), which was applicable to Luka Bar AD
employees transferred to Port of Adria-Bar. The collective labour agreement has expired in 2010, before the
Port was acquired by the Group under the name of Port of Adria-Bar. However, a number of lawsuits have been
brought in connection to this collective labour agreement seeking (i) unpaid wages for periods before the
handover of the Port to the Group, and (ii) alleged underpaid wages as of the start of 2014. On March 2017,
the Supreme Court of Montenegro adopted a Standpoint in which it is ruled that collective labour agreement
cannot be applied on rights, duties and responsibilities for employees of Port of Adria-Bar after September
30th, 2010. Although the Standpoint has established a precedent that has applied to the claims for the period
after September 30th, 2010; there are various cases pending for claims related to the period of October 1st,
2009 - September 30th, 2010. In respect of the foregoing period of one year, the Port of Adria-Bar has
applied to the Constitutional Court to question the alignment of the collective labour agreement with the
Constitution, Labor Law and general collective agreement. The Port of Adria-Bar is notified that the
application for initiating the procedure for reviewing the legality of the Collective Agreement has been
rejected due to a procedural reason, without evaluating the arguments submitted. On May 17, 2021, the Supreme
Court dismissed Port of Adria's case and confirmed and accepted the applicability of the conflicting articles
of the collective bargaining agreement in terms of employees' lawsuits for employees.
As of 31 March 2023, the Group has allocated a provision expense of USD 333 thousand for this lawsuit in its
consolidated financial statements (31 March 2022: USD 655 thousand).
b. Guarantees
As at 31 March 2023 and 31 March 2022, the letters of guarantee given comprised the following:
2023 2022
Letters of guarantee
(USD ‘000) (USD ‘000)
Given to seller for the call option on APVS shares (*) 4,783 4,902
Given to Privatisation Administration / Port Authority (**) 12,919 2,637
Other governmental authorities 1,009 1,033
Others 155 88
Total letters of guarantee 18,866 8,660
(*) Venetto Sviluppo (“VS”), the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal
Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to
Venezia Investimenti (VI). This option originally could have been exercised between 15 May 2017 and 15
November 2018, but has been extended until the end of November 2023. If VS exercises the put option
completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a guarantee letter for
its portion of 25% to VS, which serves as a security of the full amount of the put option mentioned above.
(**) The increase is related to a guarantee letter given to Port Authority in an expansion project amounting
USD 10 million.
c. Contractual obligations
Ege Liman
The details of the TOORA (“Transfer of Operational Rights Agreement”) dated 2 July 2003, executed by and
between Ege Liman and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Kuşadası for a term of 30 years for a total consideration
of USD 24.3 million which has already been paid. Ege Liman's operation rights extend to port facilities,
infrastructure and facilities which are either owned by the State or were used by TDI for operating the port,
as well as the duty-free stores leased by the TDI. Ege Liman is entitled to construct and operate new stores
in the port area with the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports- Kuşadası's port services at its own discretion without
TDI's approval (apart from the tariffs for services provided to Turkish military ships).
The TOORA requires that the foreign ownership or voting rights in Ege Liman do not exceed 49%. Pursuant to
the terms of the TOORA, the TDI is entitled to hold one share in Ege Liman and to nominate one of Ege Ports –
Kuşadası's board members. Global Liman appoints the remaining board members and otherwise controls all
operational decisions associated with the port. Ege Ports-Kuşadası does not have the right to transfer its
operating rights to a third party.
Ege Liman is liable for the maintenance of the port together with keeping the port equipment in good repair
and in operating condition throughout its operating right period. After the expiry of the contractual period,
the real estate and the integral parts shall be surrendered to the Government in a specific condition, while
the movable properties stay with Ege Liman.
Group has agreed with Turkish authorities to extend Ege Liman’s concession agreement for an additional 19
years. Pls refer to Note 19 for details of extension.
Bodrum Liman
The details of the BOT Agreement dated 23 June 2004, executed by and between Bodrum Liman and the DLH are
stated below:
Bodrum Liman had to construct the Bodrum Cruise Port in a period of 1 year and 4 months following the
delivery of the land and thereafter, will operate the Bodrum Cruise Port for 12 years. The final acceptance
of the construction was performed on 4 December 2007, and thus the operation period has commenced.
Bodrum Liman also executed an extension on prior Concession Agreement with the General Directorate of
National Property on 15 November 2018 ("Bodrum Port Concession Agreement"). The BOT Agreement is attached to
the Bodrum Port Concession Agreement and Bodrum Liman is entitled to use the Bodrum Cruise Port under these
agreements for an extended period of 49 years starting from 31 December 2019. The BOT Agreement permits
Bodrum Liman to determine tariffs for Bodrum Cruise Port's port services at its own discretion, provided that
it complies with applicable legislation, such as applicable maritime laws and competition laws.
Bodrum Liman (continued)
Bodrum Liman is required to pay the Directorate General for Infrastructure Investments a land utilisation
fee. This fee increases by Turkish Consumer Price index each year. With the extension signed, this fee will
be revised yearly as per the agreement between the Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port together with the port equipment in good repair and in
operating condition throughout its operating right period. After the expiry of the contractual period, the
real estate and the integral parts of it shall be surrendered to the Government at a specific condition,
while the movable properties stay with Bodrum Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013, executed by and between Global Liman and the
Government of Montenegro and AD Port of Adria-Bar are stated below:
Global Liman will be performing services such as repair, financing, operation and maintenance in the Port of
Adria for an operational period of 30 years (terminating in 2043).
Port of Adria has an obligation to pay to the Government of Montenegro (a) a fixed concession fee in the
amount of Euro 500,000 per year; (b) a variable concession fee in the amount of Euro 5 per twenty-foot
equivalent (“TEU”) (full and empty) handled over the quay (ship-to-shore and shore-to-ship container
handling), no fees are charged for the movement of the containers; (c) a variable concession fee in the
amount of Euro 0.20 per ton of general cargo handled over the quay (ship-to-shore and shore-to-ship general
cargo handling). However, pursuant to Montenegrin Law on Concessions, as an aid to the investor for investing
in a port of national interest, the concession fee was set in the amount of Euro 1 for the period of three
years starting from the effective date of the TOORA Contract. Tariffs for services are regulated pursuant to
the terms of the concession agreement with the Montenegro port authority, where the maximum rates are subject
to adjustments for inflation.
For the first three years of the agreement, Port of Adria had to implement certain investment and social
programmes outlined in the agreement and had to commit Euro 13.6 million towards capital expenditure during
that period. This included launching and investing Euro 6.5 million in certain social programmes at Port of
Adria Bar such as retrenching employees, the establishment of a successful management trainee programme, and
subsidising employees to attend training and acquire additional qualifications, as well as the provision of
English lessons to employees. All the relevant investment requirements already performed by Port of Adria at
the end of 2016.
Port of Adria is liable for the maintenance of the Port of Adria together with the port equipment in good
repair and in operating condition throughout its operating right period. After the expiry of the contractual
period, the real estate and the integral parts of it shall be surrendered to the Government of Montenegro at
a specific condition, while the movable properties stay with Port of Adria.
Barcelona Cruise Port
The details of the TOORA Contract dated 29 July 1999, executed by and between Creuers del Port de Barcelona
and the Barcelona Port authority are stated below:
Creuers del Port de Barcelona, S.A. (“Creuers”) will be performing the management of port services related to
the traffic of tourist cruises at the Port of Barcelona, as well as the development of commercial
complementary activities corresponding to a seaport, in Adossat Wharf in Barcelona for an operational period
of 27 years. The port operation rights for Adossat Wharf (comprised of Terminals A and B) terminates in 2030.
The Port concession period can be extended automatically for three years provided that (i) Creuers has
complied with all the obligations set forth in the Port Concession; and (ii) Creuers remains rendering port
services on tourist cruises until the expiry of the extended term. Therefore, the concession the concession
period is considered to be 30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals A and B, as well as ensuring that port
equipment is maintained in good repair and in operating condition throughout its concession period. For the
detailed maintenance and investment requirements, as set out in the concession agreement, a replacement
provision has been provided in the financials of the Company. After the expiry of the contractual period, the
real estate and the integral parts of it shall be surrendered to the Barcelona Port Authority.
Barcelona Cruise Port (continued)
The concession is subject to an annual payment, which consists of the following fees: (i) a fee for the
occupancy of the public land at the port, (ii) a fee for the operation of public land for commercial
activities, and (iii) a general service fee.
The details of the TOORA Contract dated 26 July 2003, executed by and between Creuers and the Barcelona Port
authority are stated below:
Creuers will be performing the management of port services related to the traffic of tourist cruises at the
Port of Barcelona, as well as the development of commercial complementary activities corresponding to a
seaport, in WTC Wharf in Barcelona for an operational period of 27 years. The port operation rights for the
World Trade Centre Wharf (comprised of Terminals N and S) terminate in 2027. However, the Port concession
period can be extended automatically for three years provided that (i) Creuers has complied with all the
obligations set forth in the Port Concession; and (ii) Creuers remains rendering port services on tourist
cruises until the expiry of the extended term. Therefore, the concession period is considered as 30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals N and S together with keeping the port
equipment in good repair and in operating condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts of it shall be surrendered to the Barcelona
Port Authority.
Malaga Cruise Port
The details of the TOORA Contract dated 9 July 2008, executed by and between Cruceros Malaga and the Malaga
Port authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy the Levante Terminal of the Malaga Port
and its exploitation, for a 30-year period, terminating in 2038. The concession term can be extended for up
to fifteen years, in two terms of 10 and 5 additional years (extending the total concession period to 45
years), due to an amendment to the Malaga Levante Agreement approved by the Malaga Port Authority in its
resolution dated 28 October 2009. These extensions require (i) the approval by the Malaga Port Authority and
(ii) Cruceros Malaga to comply with all of the obligations set forth in the concession. Cruceros will perform
passenger services, terminal usage and luggage services, as well as undertake general maintenance of the
Levante Terminal. Cruceros is responsible for ensuring that the port equipment is maintained in good repair
and operating condition throughout the concession term.
The concession is subject to an annual payment, which consists of the following fees: (i) a fee for the
occupancy of the public land at the port, and (ii) a fee for the operation of public land for commercial
activities.
The details of the TOORA Contract dated 11 December 2011, executed by and between Cruceros Malaga and the
Malaga Port authority, are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy El Palmeral Terminal of the Malaga Port
and its exploitation, for a 30-year period, terminating in 2042. Cruceros will perform passenger services,
terminal usage and luggage services, as well as undertake general maintenance of the El Palmeral Terminal.
Cruceros is responsible for ensuring that the port equipment is maintained in good repair and operating
condition throughout the concession term.
The concession is subject to an annual payment, which was Euro 173 thousand in 2022, which consisted of the
following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation
of public land for commercial activities.
Valletta Cruise Port
On 22 November 2001, VCP signed a deed with the Government of Malta by virtue of which the Government granted
a 65-year concession over the buildings and lands situated in Floriana, which has an area of 46,197 square
metres (“sqm”). VCP will perform the operation and management of a cruise liner passenger terminal and an
international ferry passenger terminal together with complementary leisure facilities. The area transferred
is used as follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and potential buildings 13,365sqm.
A ground rent is payable by Valletta Cruise Port to the Government of Malta. At the end of each 12 month
period, VCP is required pay to the Government of Malta (a) 15% of all revenue deriving from the letting of
any buildings or facilities on the concession site for that 12-month period, and (b) 10% of revenue deriving
from passenger and cruise liner operations, subject to the deduction of direct costs and services from the
revenue upon which 10% fee is payable.
Catania Cruise Terminal
On 18 October 2011, Catania Cruise Terminal SRL (“CCT”) signed a deed with the Catania Port Authority by
virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated on
Catania City Center. CCT will perform the operation and management of a cruise passenger terminal in the
area.
A fixed rent is payable by CCT to the Port Authority in the sum of Euro 135,000 for each year during the
concession period.
Cagliari Cruise Terminal
On 14 January 2013, Cagliari Cruise Port S.r.l (“CCP”) signed a deed with the Cagliari Port Authority by
virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated
within Cagliari Port. CCT will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the sum of Euro 44 thousand for each year during the
concession period.
Taranto Cruise Port
On 5 May 2021, Taranto Cruise Port Srl (“TCP”) signed a deed with the Port of Taranto Authority by virtue of
which the Port Authority granted a 20-year concession over the passenger terminal area situated within
Taranto Port. TCP will perform the operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by TCP to the Port Authority Euro 12,000 for each year starting from first year of
concession period, increasing yearly basis up to Euro 52,000 until the end of the concession period.
Nassau Cruise Port
On 28 August 2019, Nassau Cruise Port Ltd (“NCP”) signed a port operation and lease agreement (“POLA”) with
the Government of The Bahamas by virtue of which the Government of The Bahamas granted a 25-year concession
over the passenger terminal area situated within Nassau Cruise Port. The 25-year period will start from the
completion of the redevelopment project. Effective from 9 October 2019, NCP manages and operates Nassau
Cruise Port at Prince George Wharf, Nassau, The Bahamas. NCP will invest an amount of USD 250 million in
expanding the capacity of the port. The investment amount also includes ancillary contributions made to the
local community to increase the wealth of people of Bahamas. These payments will be made partly as grants and
partly as interest free loans.
Pursuant to the POLA, a variable fee payment based on the number of passengers is made to the Government of
The Bahamas starting from 9 October 2019. Until the redevelopment project is completed, a minimum fixed fee
will be payable to the Government of The Bahamas amounting to USD 2 million. The minimum variable fee will be
increased to USD 2.5 million from construction end date until the end of concession per annum.
Antigua Cruise Port
On 31 January 2019, GPH (Antigua) Ltd signed a concession agreement with the Government of Antigua and
Barbuda and Antigua and Barbuda Port Authority by virtue of which it is granted a 30-year concession over the
passenger terminal area situated within Antigua Cruise Port. Effective from 23 October 2019, GPH (Antigua)
Ltd has assumed the operation and management of the cruise port in St John’s, Antigua and Barbuda.
As part of its obligations under the concession agreement, GPH (Antigua) Ltd. Has repaid the existing bond of
USD 21 million and invested an additional of USD 22 million to complete the new pier and dredging works to
accommodate the largest cruise ships in the world. All such investments have been partially financed through
non-recourse project finance and the Group’s cash equity contribution of 27.5% at financial close. A variable
fee payment based on the number of passengers will be made to the contracting authority with a minimum fee
guarantee. From the 21st year of the concession, GPH (Antigua) Ltd. Will pay a share of its annual revenue to
the contracting authorities.
Kalundborg Cruise Port
On 15 October 2021, GPH (Kalundborg) ApS (“GPH Kal”) signed a deed with the Port Authority of Kalundborg by
virtue of which the Port Authority granted a 20-year concession to manage cruise services in Kalundborg Port.
As part of its obligations under the concession agreement, GPH Kal will invest up to €6m by the end of 2025
into a purpose-built cruise terminal. GPH Kal has taken over cruise port operations on 15 February 2022.
A fixed rent is payable by GPH Kal to the Port Authority of DKK 375 thousand (USD 54 thousand) for the first
year of concession period, which will grow in steps to DKK 500 thousand (73 thousand) by third year of
concession and by Denmark CPA index yearly basis until end of concession.
GP Tarragona
On 31 March 2022, the Tarragona Port Authority (“Port Authority”) has awarded Global Ports Holding a 12-year
concession, with a 6-year extension option, to manage the services for cruise passengers in Tarragona, Spain.
Cruise operations were taken over by GPH starting 1st April 2022.
Under the terms of the agreement, GPH will invest up to €5.5m into building a modular cruise terminal, which
will utilise solar power to ensure the sustainable provision of the terminal’s energy needs.
The concession is subject to an annual payment, which was Euro 43 thousand in 2022, which consisted of the
following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation
of public land for commercial activities.
GP Canary Islands
On 11 July 2022, Global Ports Canary Islands S.L. (“GPCI”), an 80:20 joint venture between GPH and Sepcan
S.L., has agreed on the terms for a 40-year concession agreement to operate Las Palmas de Gran Canaria Cruise
Port, Canary Islands, Spain. On 30 September 2022, Global Ports Canary Islands has been awarded for 20-year
concessions for the port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura). Cruise operations
were taken over by GPH starting from 1st October 2022.
Under the terms of agreement, GPCI will invest approximately €42 million into constructing a new cruise
terminal in Las Palmas and modular terminal facilities in Marmoles pier in Arrecife and Puerto del Rosario in
Fuerteventura. The debt financing for this project is expected to be secured by local banks, and GPH is in
advanced discussion regarding the financing. The debt metrics are expected to align with the Group’s
historical precedents.
The concession is subject to an annual payment, which is 158 thousand for the calendar year 2023, and will
increase to Euro 273 thousand after expected completion of construction in 2025, which will consist of the
following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation
of public land for commercial activities.
GP Alicante
On 9 March 2023, GP Alicante, an 80:20 joint venture between GPH and Sepcan S.L., has signed a 15-year cruise
port concession for Alicante Cruise Port, Spain. Cruise operations were taken over by GPH starting from 26
March 2023.
Under the terms of agreement, GP Alicante will invest approximately €2 million into refurbishing and
modernising the cruise terminal.
The concession is subject to an annual payment, which is 73 thousand for the calendar year 2023, and will
increase to Euro 101 thousand during the calendar year 2025, which will consist of the following fees: (i) a
fee for the occupancy of the public land at the port, and (ii) a fee for the operation of public land for
commercial activities.
16 Leases
Lease as lessee (IFRS 16)
The Group has entered into various operating lease agreements. In the periods presented, the Group's main
operating lease arrangements as lessee are the port rent agreements of Valletta Cruise Port until 2066, Port
of Adria until 2043, Creuers until 2033, Cruceros until 2043, Cagliari Cruise Port until 2026, Taranto Cruise
Port until 2039, Zadar Cruise Port until 2039, Antigua Cruise Port until 2049,Bodrum Liman until 2067 and
Kalundborg until 2033. Part of the concession agreements of Creuers and Cruceros relate to the occupancy of
the public land at the port and the operation of public land for commercial activities, which are out of
scope of IFRIC 12, and have been accounted for under IFRS 16 – Leases.
The Company has a leasing agreement to rent its office at third floor offices at 34 Brook Street London. This
lease has no purchase options or escalation clauses.
Right of use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are
presented separately.
As at As at
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Balance at the beginning of the year 83,461 87,469
Corrections to Right of Use assets (*) (1,704) 1,851
Depreciation charge for the year (3,292) (3,536)
Currency translation differences (1,057) (2,323)
Balance at year-end 77,408 83,461
The Company has adjusted its right of use asset for Port of Adria due to a change in payment plan. Per
discussions with the Government Authority, the Company has restructured its yearly fixed concession fee and
the interest rate used for discounting has also changed, resulting in a decrease in Right of Use assets of
the Group.
Amounts recognized in profit or loss
As at As at
31 March 2023 31 March 2022
(USD’000) (USD ‘000)
Interest on lease liabilities (1,765) (1,558)
Expenses relating to short-term leases -- --
Amounts recognized in statement of cash flows
As at As at
31 March 2023 31 March 2022
(USD’000) (USD ‘000)
Total cash outflow for leases (3,085) (2,612)
Extension options
All concession agreements contain extension options exercisable by the Group. These options are exercisable
with the submission of the extension request by the Group before expiry of current concession agreements.
Extendable rights vary based on the country regulations, and current concession period. Extension options are
evaluated by management on a contract basis, and the decision is based on the Port’s performance, and
possible extension period. Extension options in concession agreements are being provided for the continuation
of the port’s operations. The extension options held are exercisable only by the Group and in some agreements
subject to approval of the grantor. Accordingly, the Group includes only existing signed contract periods for
the concession life.
The Group has estimated that the potential future lease payments, should it exercise all extension options,
would result in an increase in lease liability of USD 3,286 thousand (2022: USD 2,957 thousand).
Lease as lessor
The Group's main operating lease arrangements as lessor are various shopping centre rent agreements of Ege
Port, Bodrum Cruise Port, Valletta Cruise Port, Barcelona Cruise Port, Malaga Cruise Port, Zadar Cruise Port,
and Antigua Cruise Port. All leases are classified as operating leases from a lessor perspective.
The following table sets out a maturity analysis of lease receivables, showing the payments to be received
after the reporting date.
As at As at
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Less than one year 2,811 6,510
One to two years 920 1,462
Two to three years 307 1,281
Three to four years 186 872
Four to five years 122 529
More than five years -- 8
Total 4,346 10,662
During the year ended 31 March 2023, USD 10,407 thousand (31 March 2022: USD 4,687 thousand) was recognised
as rental income in the consolidated income statement and other comprehensive income.
17 Investment Property
Reconciliation of carrying amount
As at As at
31 March 2023 31 March 2022
(USD ‘000) (USD ‘000)
Balance at the beginning of the year 2,038 2,198
Depreciation charge for the year (43) (48)
Currency translation differences (51) (112)
Balance at the end of the year 1,944 2,038
Investment property comprises Valletta Cruise Port’s commercial property that is leased to third parties.
Further information about these leases is included in Note 16.
18 Related parties
The related parties of the Group which are disclosed in this note comprised the following:
Related parties Relationship
Mehmet Kutman Chairman and ultimate controlling party
Ayşegül Bensel Shareholder of Ultimate parent company
Global Yatırım Holding (“GIH”) Ultimate parent company
Global Ports Holding BV Parent company
Global Sigorta Aracılık Hizmetleri A.Ş. (“Global Sigorta”) Ultimate parent company’s subsidiary
Global Menkul Değerler A.Ş. (“Global Menkul”) Ultimate parent company’s subsidiary
Adonia Shipping Ultimate parent company’s subsidiary
Naturel Gaz Ultimate parent company’s subsidiary
Straton Maden Ultimate parent company’s subsidiary
Goulette Cruise Holding Joint-Venture
LCT - Lisbon Cruise Terminals, LDA (“LCT”) Equity accounted investee
The Company suspended its pursuit of a Premium Listing on the London Stock Exchange and agreed to terminate
the Relationship Deed with GIH on 13 July 2020. These decisions were taken in order to strengthen the
Company's ability to respond to challenges created by the ongoing Covid-19 disruption to the global travel
sector and the economies in which the Group operates, and provide additional options and flexibility for
intercompany support by ultimate parent company.
All related party transactions between the Company and its subsidiaries have been eliminated on consolidation
and are therefore not disclosed in this note.
Due from related parties
As at 31 March 2023 and 31 March 2022, current receivables from related parties comprised the following:
2023 2022
Current receivables from related parties
(USD ‘000) (USD ‘000)
Global Yatırım Holding -- 338
Adonia Shipping (*) 11 10
Straton Maden (*) 64 64
Global Menkul -- 44
LCT 21 21
Other Global Yatırım Holding Subsidiaries 239 584
Total 335 1,061
Non-current receivables from related parties
Goulette Cruise Holding (**) 9,553 8,846
9,553 8,846
(*) These amounts are related with the work advances paid related with the services taken on utilities by
Group Companies. The charged interest rate is 11.75% as at 31 March 2023 (31 March 2022: 45.75%).
(**) The Company is financing its Joint venture for the payment of La Goulette Shipping Company’s acquisition
price with a maturity of 5 years with bullet repayment at the end of term. Yearly interest up to 8% (31 March
2022: 8%, 30 September 2021: 8%) is accruing and paid at maturity.
Due to related parties
As at 31 March 2023 and 31 March 2022, current payables to related parties comprised the following:
2023 2022
Current payables to related parties (USD ‘000) (USD ‘000)
Mehmet Kutman 1,395 185
Global Sigorta (*) 64 59
Global Yatırım Holding 2,756 --
Ayşegül Bensel 690 222
Other Global Yatırım Holding Subsidiaries 2 20
Total 4,907 486
Global Yatırım Holding (**) 24,923 3,000
24,923 3,000
(*) These amounts are related to professional services received. The interest rate charged is 11.75% as at 31
March 2023 (31 March 2022: 47.50%).
(**) This amount is mostly given for financing requirements of subsidiaries and project expenses with an
interest applied of 7.5% to 9.0%.
Transactions with related parties
For the year ended 31 March 2023 and 31 March 2022, transactions with other related parties comprised the
following:
USD ‘000 2023 2022
Interest Other Interest Other
received received
Global Yatırım Holding 179 47 111 --
Goulette Cruise Holding 348 -- 362 185
Total 527 47 473 185
USD ‘000 2023 2022
Project Interest Other Project Interest Other
Expenses Expenses Expenses Expense
Global Yatırım Holding 4,163 1,545 54 -- 515 1
Total 4,163 1,545 54 -- 515 1
The Group signed a Consultancy agreement with Turquoise Advisory Limited (“TAL”), which is a related party of
the Group as it is owned by the General Manager and one of the Board members of NCP, being key management
personnel. Under this contract, TAL will help create new revenue streams for the various aspects of the
project and for NCP during the lifetime of the POLA. The price of this contract was determined as 500
thousand USD annually.
NCP issued bonds on 10 May 2020 for the financing of its construction works related to port development. The
total value of the bonds issued at that date amounted to USD 125 million with an interest rate of 8% (for
details see Note 13). The Yes Foundation, a 2% minority shareholder of NCP, has bought bonds amounting to
USD 1.35 million at the issuance. As at 31 March 2023 and 2022, these bonds were still held by the YES
foundation.
For the year ended 31 March 2023 and 31 March 2022, GPH has not distributed any dividend to Global Yatırım
Holding.
Transactions with key management personnel
Key management personnel comprised the members of the Board and GPH's senior management. For the year ended
31 March 2023 and 31 March 2022, details of benefits to key management personnel comprised the following:
2023 2022
(USD ‘000) (USD ‘000)
Salaries 2,912 2,546
Attendance fees to Board of Directors 667 338
Bonus 59 80
Termination benefits -- --
Total 3,638 2,964
19 Events after the reporting date
The Group reached an agreement with Turkish authorities to extend its concession agreement for Ege Port,
Kusadasi in May 2023. The original concession agreement was due to expire in July 2033, and following this
extension agreement, the concession will now expire in July 2052.
In exchange for the extension of the existing concession agreement, Ege Port has paid an upfront concession
fee of TRY 725.4 million (USD 38 million). In addition, Ege Port has committed to invest up to a further 10%
of the upfront concession fee within the next 5 years into improving and enhancing the cruise port and retail
facilities at the port, and will pay a variable concession fee equal to 5% of its gross revenues during the
extension period starting after July 2033.
The upfront concession fee has been funded by a capital increase at Ege Port. This capital increase was
provided by GPH only, as a result, GPH’s equity stake in Ege Port has increased to 90.5% (from 72.5%).
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Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market
Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BD2ZT390
Category Code: MSCH
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 256357
EQS News ID: 1675675
End of Announcement EQS News Service
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