REG - Helios Towers PLC - FY 2024 results
13/03/2025 07:30
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RNS Number : 4822A Helios Towers PLC 13 March 2025
Helios Towers plc announces results for the year and quarter ended 31 December
2024
FY 2024 performance ahead of expectations
+2,481 tenancy additions
+14% Adjusted EBITDA growth
Free cash flow positive with +US$100m expansion
London, 13 March 2025: Helios Towers plc ("Helios Towers", "the Group" or
"the Company"), the independent
telecommunications infrastructure company, today announces results for the
year to 31 December 2024 ("FY 2024").
Tom Greenwood, Chief Executive Officer, said:
"FY 2024 has been a year of significant progress. Our continued improvements
in roll-out speed, power uptime and tenancy ratio expansion has supported
mobile operators to deliver ever more reliable, expansive and sustainable
mobile connectivity. Today, 151 million people are under the coverage
footprint of our towers.
As expected, this operational execution and commitment to our colocation
strategy translated into strong financial performance, with double-digit
Adjusted EBITDA growth and ROIC expansion. The output of that progress is a
US$100m improvement in free cash flow, inflecting to become positive for the
first time, to US$19m. Achieving our tenth consecutive year of Adjusted EBITDA
growth, underscores the Company's ability to consistently capture the growth
in Africa and Middle East with a robust and predictable business model.
Our financial guidance for FY 2025 includes continued growth, ROIC expansion
and deleveraging and is supported by our 2.2x by 2026 strategy. We expect this
will provide financial flexibility and capacity for the Company to commence
returning capital to shareholders in 2026, while at the same time continuing
to invest in attractive growth opportunities, driving value for all our
stakeholders."
FY 2024 FY 2023 Change Q4 2024 Q4 2023 Change
Sites 14,325 14,097 +2% 14,325 14,097 +2%
Tenancies 29,406 26,925 +9% 29,406 26,925 +9%
Tenancy ratio 2.05x 1.91x +0.14x 2.05x 1.91x +0.14x
Revenue (US$m) 792.0 721.0 +10% 207.3 187.3 +11%
Adjusted EBITDA (US$m)(1) 421.0 369.9 +14% 109.1 100.7 +8%
Adjusted EBITDA margin(1) 53% 51% +2ppt 53% 54% -1ppt
Operating profit (US$m) 242.3 146.1 +66% 51.7 33.5 +54%
Portfolio free cash flow (US$m)(1) 298.4 268.2 +11% 80.8 71.1 +14%
Free cash flow (US$m)(1) 18.7 (81.1) +99.8 39.8 (58.7) +98.5
Cash generated from operations (US$m) 397.2 318.5 +25% 154.0 78.8 +95%
Net debt (US$m)(1) 1,735.5 1,783.1 -3% 1,735.5 1,783.1 -3%
Net leverage(1,2) 4.0x 4.4x -0.4x 4.0x 4.4x -0.4x
1 Alternative Performance Measures are described in our defined terms and
conventions.
2 Calculated as per the Senior Notes definition of net debt divided by
annualised Adjusted EBITDA.
Financial highlights
Financial performance driven by tenancy growth, underpinned by a base of
contracted revenues that feature CPI and power price protections
· FY 2024 revenue increased by 10%, predominantly driven by tenancy
growth
· FY 2024 Adjusted EBITDA increased by 14%, reflecting tenancy
growth and margin accretive tenancy ratio expansion
· FY 2024 Adjusted EBITDA margin increased by 2ppt, driven by
+0.14x tenancy ratio expansion
· FY 2024 operating profit increased by 66%, driven by growth in
Adjusted EBITDA and lower depreciation of US$52.8m, largely reflecting an
update to our tower asset depreciation policy, effective from 1 January 2024
· FY 2024 profit after tax inflected positive for the first time in
the Company's history, improving from a loss before tax of US$111.8m to
US$27.0m, driven by higher operating profit, US$34.9m lower finance costs and
a benefit from a one-off tax credit
· FY 2024 portfolio free cash flow increased by 11%, driven by
Adjusted EBITDA growth, partially offset higher taxes paid
· FY 2024 ROIC expanded by 1ppt to 13%, driven by portfolio free
cash flow growth through capital efficient tenancy ratio expansion
· FY 2024 free cash flow increased by US$99.8m, inflecting positive
for the first time in the Company's history, to US$18.7m, driven by Adjusted
EBITDA growth, lower capital expenditure and improved working capital
· FY 2024 cash generated from operations increased by 25%, driven
by Adjusted EBITDA growth and improved working capital
· Net leverage decreased by 0.4x year-on-year to 4.0x
o In February 2025, the Group received a second rating upgrade from S&P
within a year, increasing to BB- (Stable)
· Business underpinned by future contracted revenues of US$5.1bn
(FY 2023: US$5.4bn), of which 99.4% is from multinational MNOs, with an
average remaining initial life of 6.9 years
Operational highlights
Structurally high-growth markets, leading market positions and customer
service focus supporting strong and consistent tenancy growth
· Sites increased by 228 year-on-year to 14,325, driven by DRC and
Tanzania (FY 2023: 14,097)
· Tenancies increased by 2,481 year-on-year to 29,406, driven by
Tanzania and Oman (FY 2023: 26,925)
· Tenancy ratio increased by 0.14x year-on-year to 2.05x (FY 2023:
1.91x)
Environmental, Social and Governance (ESG)
· The Group has made continued progress against many of its
Sustainable Business Strategy targets in FY 2024:
o 151m population coverage footprint (FY 2023: 144m)
o 6,008 rural sites, achieving 2026 target of 6,000 sites (FY 2023: 5,817)
o Record 99.99% power uptime (FY 2023: 99.98%)
o 6% reduction in carbon emissions per tenant (FY 2023: 4%)(1)
o 58% employees trained in Lean Six Sigma (FY 2023: 53%)
o 29% female employees (FY 2023: 28%)
o 95% local employees in our operating companies (FY 2023: 96%)
· The Company has been recognised by external rating agencies for
its Sustainable Business Strategy and commitment to transparency
o 'AAA' rating from MSCI reaffirmed
o Inclusion in the FTSE4Good Index for a third consecutive year
o Scored B in 2024 CDP disclosure
o Workforce Disclosure Initiative (WDI) disclosure score of 87% in 2024
(2023: 80%), exceeding both sector and UK company average
1 Reflects change in Scope 1 and 2 emissions from a 2020
baseline. Decrease reflects tenancy growth exceeding absolute Scope 1 and 2
emissions growth.
2025 outlook and guidance
· 2,000 - 2,500 tenancy additions
· Adjusted EBITDA of US$460m - US$470m
· Capital expenditure of US$150m - US$180m
o Of which, US$100m - US$130m and US$50m is expected to be discretionary(1)
and non-discretionary(2), respectively
· Free cash flow of US$40m - US$60m(3)
· Net leverage c.3.5x
1 Discretionary includes acquisitions, growth and upgrade
capex.
2 Non-discretionary includes maintenance and corporate
capex.
3 Assumes a net working capital outflow of approximately
$20m.
Helios Towers' management will host a conference call for analysts and
institutional investors at 09.30 GMT on Thursday, 13 March 2025. For the best
user experience, please access the conference via the webcast. You can
pre-register and access the event using the link below:
Registration Link - Helios Towers FY 2024 Results Conference Call (https://www.investis-live.com/heliostowers/67869cfc83fc4b000e149972/grgqa)
Event Name: FY2024
Password: HELIOS
If you are unable to use the webcast for the event, or if you intend to
participate in Q&A during the call, please dial in using the details
below:
Europe & International +44 203 936 2999
South Africa (local) +27 87 550 8441
USA (local) +1 646 664 1960
Passcode: 514470
Upcoming Conferences and Events
· JP Morgan European Opportunities Forum (London) - 13 March 2025
· Berenberg UK Corporate Conference (Watford) - 19 March 2025
· Jefferies Pan-European Mid-Cap Conference (London) - 25 March 2025
· Annual General Meeting (London) - 15 May 2025
For further information go to:
www.heliostowers.com (http://www.heliostowers.com)
Investor Relations
Chris Baker-Sams - Head of Strategic Finance and Investor Relations
+44 (0)782 511 2288
investorrelations@heliostowers.com (mailto:investorrelations@heliostowers.com)
Media relations
Edward Bridges / Rob Mindell
FTI Consulting LLP
+44 (0)203 727 1000
About Helios Towers
· Helios Towers is a leading independent telecommunications
infrastructure company, having established one of the most extensive tower
portfolios across Africa. It builds, owns and operates telecom passive
infrastructure, providing services to mobile network operators.
· Helios Towers owns and operates over 14,000 telecommunication tower
sites in nine countries across Africa and the Middle East.
· Helios Towers pioneered the model in Africa of buying towers that
were held by single operators and providing services utilising the tower
infrastructure to the seller and other operators. This allows wireless
operators to outsource non-core tower-related activities, enabling them to
focus their capital and managerial resources on providing higher quality
services more cost-effectively.
Alternative Performance Measures
The Group has presented a number of Alternative Performance Measures ("APMs"),
which are used in addition to IFRS statutory performance measures. The Group
believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful
information on the performance of the business. These APMs are consistent with
how the business performance is planned and reported within the internal
management reporting to the Board. Loss before tax, gross profit, non-current
and current loans and long-term and short-term lease liabilities are the
equivalent statutory measures (see 'Certain defined terms and conventions').
For more information on the Group's Alternative Performance Measures, see the
Group's Annual report for the year ended 31 December 2024, publishedon the
Group's website. Reconciliations of APMs to the equivalent statutory measure
are included in the Group's Half-Year and Annual financial reports.
Chair's statement
"To close the infrastructure gap and support future growth in Africa and the
Middle East, infrastructure developers must operate efficiently and
sustainably.
In 2024, our business exemplified these principles, achieving 10 consecutive
years of Adjusted EBITDA growth and inflecting to positive free cash flow.
This financial strength enables our continued investment in capital-efficient
opportunities, driving the sustainable growth of mobile communications across
our markets."
Sir Samuel Jonah KBE, OSG
Chair
Our performance in 2024 demonstrates the insatiable demand for mobile
connectivity and our ability to support mobile operators expansion, through
our robust and predictable business model. Together with our partners, our
dedicated team continues to enable life-changing connectivity to communities
across our markets.
As Chair, I am deeply passionate about our business and the positive impact it
creates in our markets. During my recent visits to Senegal, Tanzania, South
Africa and Oman, I experienced the positive contribution of mobile
connectivity. It enables children in remote areas to access digital learning,
farmers to gain real-time weather updates, small businesses to reach new
customers through mobile commerce, and families to stay connected over long
distances. These opportunities drive economic development and profoundly
enhance the wellbeing of individuals and entire communities in our markets.
I am grateful for our talented people whose dedication and commitment have
made all of this possible. Their drive to deliver on our purpose is a constant
source of inspiration. I am excited about our growth ahead, knowing that we
are only at the beginning of this incredible journey.
Consistent delivery towards 2026 targets
I am immensely proud of the growth the Company has delivered during my almost
six years as Chair. While this progress is evident in our reported financial
performance, it is equally reflected in the positive feedback we consistently
receive from our customers, partners and talented team.
Our customers recognise the world-class power uptime and rapid rollout speeds
we deliver, which is why we continue to secure their trust, win new business
and achieve strong tenancy growth. In our most recent customer satisfaction
survey, 92% of customers expressed satisfaction with their overall
interactions with the Helios Towers team, and 89% said they would recommend us
to their peers.
Our success is underpinned by the hard work and commitment of our local teams
and partners. Through continuous training and development, they apply Lean Six
Sigma principles to eliminate waste and focus on elevating performance.
Despite the numerous external global challenges since setting our 2026
sustainable business targets, I am pleased to see the Company making solid
progress against our impact areas of digital inclusion, climate action, local,
diverse, talented teams, and responsible governance, delivering value for all
our stakeholders.
Digital inclusion and climate action
With only 50% of the population connected across our markets today and rapid
population growth expected, there remains a huge need for infrastructure
expansion over the coming years.
In 2024, we extended the coverage footprint of our towers by seven million to
151 million people, supported by our site expansion. We are proud that we
continue to connect the unconnected, with rural sites exceeding our 2026
target of 6,000, notably through rollout in DRC.
While telecommunications infrastructure in our markets remains underdeveloped
compared to the rest of the world, we remain committed to supporting
connectivity while reducing carbon intensity.
In November, our Sustainability Committee approved the Company's updated 2030
carbon reduction per tenant target. This changed from 46% to 36%, reflecting
the integration of recent acquisitions, the outlook for our established
markets and better-than-expected rural expansion in DRC, where unreliable grid
supply necessitates the use of fuel.
While markets such as DRC, Malawi and Madagascar remain carbon intensive, we
believe this should not limit our ability to invest in these markets to
develop mobile communications. Our infrastructure-sharing model supports the
mobile industry as a whole to become more efficient while providing
socio-economic benefits.
In this context, our intensity target provides us with an ambitious but
achievable goal. We plan to invest over US$100 million between 2022 and 2030
in lower carbon solutions, such as grid connections, hybrid and solar, as well
as reducing miles driven to sites through the use of remote monitoring
technologies.
Additionally, we continue to collaborate with governments and national grid
providers to identify opportunities to reduce carbon intensity, such as
further proliferation and consistency of the grid connectivity across our
markets.
Local, diverse, talented teams
I believe for the Board to provide the best governance it is important we
spend meaningful time with our colleagues. For example, our Tanzania team
hosted our Board meeting in June. Through spending time with colleagues, I saw
firsthand the drive and passion within our Company that fuels our pursuit of
excellence.
This commitment is also reflected in our employee engagement score of 86% in
2024, earning us the People Insight Outstanding Workplace Award for the second
year in a row. In the spirit of continuous improvement, our Independent
Non-Executive Director for Workforce Engagement, Sally Ashford hosted
engagement sessions across the Company. These discussions will play a crucial
role in shaping management's action plans going forward.
We are committed to ensuring our organisation continues to be a place where
everyone feels valued and supported. I am particularly pleased we continue to
make progress on hiring talented local teams and improving female
representation across our workforce.
Responsible governance
Responsible governance and ethical business practices underpin the delivery of
our Sustainable Business Strategy.
We are delighted to have received external recognition once again, including
the highest 'AAA' rating from MSCI and FTSE4Good Index inclusion for a third
consecutive year.
We continue to comply with the FTSE Women Leaders Review recommendation and
FCA's Listing Rules target of 40% female representation on the Board and to
have a female director in at least one of the senior board positions. We also
continue to exceed the FCA's Listing Rules target and Parker Review
requirement on ethnicity.
The Board is satisfied that our strategy and actions reflect the requirements
of and our compliance with Section 172(1), and there is more information
relating to this throughout our Annual Report, specifically on pages 70-72.
Outlook
As we look ahead, I remain confident in the Company's leadership and our
teams' ability to execute on our 2026 Sustainable Business Strategy, driving
value for all our stakeholders. On behalf of the Board, I thank all our
stakeholders for their continued trust, and I look forward to another year of
progress and success.
Sir Samuel Jonah KBE, OSG
Chair
Group CEO's statement
"I am proud of our achievements in 2024 as we continue making progress towards
our 2.2x tenancy ratio by 2026 target, while increasing the population
coverage of our towers by seven million people to 151 million. We remain
focused on Customer Service Excellence, setting new records for power uptime,
speed-to-market and organic tenancy additions, powered by our people and
innovation in technology and operations.
The team is excited to carry this momentum into 2025, as we move closer to
achieving our 2026 targets and align on new medium-term goals."
Tom Greenwood
Group CEO
Our purpose is to connect communities and drive the growth of mobile
communication in some of the most exciting markets in the world.
We have built our tower portfolio through a combination of acquisition and
organic new builds, delivering a strong value proposition for our customers by
providing tower infrastructure, power solutions and security at costs
significantly below what they would achieve individually.
While our markets are among the most dynamic and high growth globally, they
also present significant operational challenges due to the early-stage
development of roads, power grids and infrastructure. We believe this not only
creates an urgent need but also a compelling opportunity for high-quality
operational execution and strategic investment to drive double-digit growth
and attractive returns.
Our strategy is firmly centred on driving organic growth and ROIC expansion
through a combination of best-in-class customer service, tenancy ratio
expansion, operational efficiencies and leveraging technology. This year, more
than ever, we have invested in and empowered our people to innovate, lead and
fully embrace our culture of excellence.
I am pleased with our team's execution, and as we are now past the midpoint of
our 2026 strategy, our headline target of a 2.2x tenancy ratio is firmly in
sight. In both 2023 and 2024, we increased our tenancy ratio annually by 0.1x
to reach 2.1x in 2024, supporting double-digit organic Adjusted EBITDA growth,
ROIC expansion and material deleveraging. We target a continuation of these
trends in 2025 and are firmly on track to achieve our 2026 goals.
In 2024, we also reached two major financial milestones - positive free cash
flow and our 10th year of consecutive Adjusted EBITDA growth. These highlight
the scale the Company has achieved and our robust and predictable business
model.
Our progress is driven by long-term contractual partnerships with customers,
which provide stable and de-risked exposure to our markets.
Accelerating growth through Customer Service Excellence
Our commitment to Customer Service Excellence spans our core services of power
delivery, site management and rollout, as well as our proactive approach to
anticipating and meeting our customers' needs.
Power uptime is one of our most critical customer service KPIs, and in 2024 we
achieved a record of 99.99% uptime - among the best levels in the region -
despite only having 17 hours of average daily grid availability. We
successfully bridge this gap through a combination of solar panels, batteries
and generators, combined with Lean Six Sigma principles and harnessing
technology, such as remote monitoring systems.
With over 90% of mobile users in our markets relying on pay-as-you-go
services, every second of downtime results in lost revenue for MNOs. That is
why our 2026 target to achieve 30 seconds downtime per tower per week is
business critical and I'm delighted that we achieved one minute 16 seconds in
2024, a 41% improvement year-on-year.
The speed at which we safely build new sites and get MNO networks running is
another critical KPI for our customers. In 2024, we elevated our performance
to new heights, installing BTS and colocations for our customers in record
times of 114 days and 4 days, respectively, reflecting year-on-year
improvements of 18% and 33%, respectively.
We are investing in digital solutions to enhance productivity, performance and
efficiency. One example of this is how the predictive power of our proprietary
Geographic Information System (GIS) is accelerating both customer service
quality and ROIC expansion. We use GIS to identify how our existing portfolio
can support our customers' network expansion or to position new sites for the
highest lease-up potential. In 2024, we built 228 sites, principally in DRC
and Tanzania, which we expect to support tenancy ratio expansion through to
2026. We typically target adding a second tenant onto BTS sites within two
years, which is aided by GIS and supporting efficient mobile expansion.
We are exploring several additional digital and artificial intelligence (AI)
initiatives in 2025 and beyond to enhance our customer service and operational
efficiency.
Elevating Performance through People and Business Excellence
Our second strategic pillar focuses on investing in talented people and
improving our processes for efficiency. By empowering our people to reach
their full potential, we drive progress in both Customer Service Excellence
and Sustainable Value Creation pillars.
We do this by integrating Lean Six Sigma methodology across our organisation.
This helps equip our teams to make data-driven decisions and systematically
eliminate waste and inefficiencies from processes. In 2024, there were over 90
business excellence projects completed across the business focusing on areas
such as cost efficiency, revenue generation and performance improvements -
delivering tangible benefits with limited or no capital expenditure, as well
as significant contribution to improving our customer service KPIs.
To deepen this impact, we are committed to training 70% of our team by 2026 in
Lean Six Sigma, with 58% trained today, increasing by 5ppt year-on-year.
We also continued our commitment to developing the next generation of leaders
at Helios Towers. At our third annual Executive Leadership Team (ELT)
Conference, 55 of our leaders discussed our ambitions to capture the growth in
Africa and the Middle East for the next 10 years. This was complemented by our
continued investment in leadership training focusing on 'coaching for
performance excellence' to build on last year's leadership themes of
empowerment, ownership and accountability.
We are particularly proud that three of our leaders were nominated for the BQF
UK Excellence Awards. Maixent Bekangba, Managing Director Congo Brazzaville
& Regional Director, has been shortlisted in the 'Being Excellent:
Emerging Leader' category while Lara Coady, Director of Operations and
Engineering, and Gwakisa Stadi, Regional CEO East Africa, have been
shortlisted in the 'Being Excellent: Established Leader' category.
Driving Sustainable Value Creation for all Stakeholders
The third pillar of our strategy, Sustainable Value Creation, integrates the
successful outcomes of our first two pillars with our disciplined approach to
capital allocation. This pillar is dedicated to creating value for our
customers, people, partners, communities, investors and the environment.
I am delighted to report record organic tenancy additions of +2,481, exceeding
our initial guidance of +1,600-2,100, notably through 813 tenancy additions in
Oman. This growth reflects the outcome of our Customer Service Excellence
pillar. Given the high proportion of colocation additions, our tenancy ratio
expanded 0.14x to reach 2.05x - nearing our 2.2x by 2026 target.
Our site growth over the years has helped our population coverage surpass 151
million people, up from 144 million in 2023. To further improve digital
inclusion in our communities, we are investing in long-term projects such as
ICT labs to help young people gain digital skills for the first time.
Alongside colocations and highly selective BTS deployments, our capital
allocation policy prioritises investments in operational efficiencies, given
their attractive returns. Fuel remains our largest operating cost. As such, we
continue to invest in low-carbon solutions, including grid connections, solar
and hybrid batteries, with US$12 million deployed in 2024.
This investment, combined with tenancy growth, supported a 2% year-on-year
decrease in carbon emissions per tenant. We have now invested US$33 million
since 2022 out of the US$100 million earmarked for sustainable initiatives
through to 2030. Through these initiatives we are saving fuel, delivering
attractive ROIC and supporting carbon reductions. We expect this to support
our revised target of 36% reduction in carbon emissions per tenant by 2030,
compared to 2020 levels, across our nine markets.
We recognise the need to balance our sustainability value drivers, which often
align but can sometimes conflict with one another. For example, new site and
tenancy rollout, which is crucial to driving digital inclusion, will increase
our carbon emissions in absolute terms while reducing overall mobile industry
emissions through infrastructure-sharing.
Yet the social and economic impacts of connecting more people in our markets
and closing the infrastructure gap are substantial - considering the EU has
six times more towers per person than our markets. We therefore take a
balanced approach to ensure that all factors and stakeholders are considered,
when setting ambitious targets on how our business contributes to the
environment and society.
Financial highlights
Through tenancy growth and operational investments, we achieved a 10% increase
in revenue, a 14% increase in Adjusted EBITDA and a 66% growth in operating
profit in 2024, the latter due to Adjusted EBITDA growth and an update to our
tower asset depreciation policy from up to 15 years to up to 30 years. This
performance, alongside lower finance costs and other factors, supported a
profit after tax for the first time, of US$27.0 million.
Alongside continued growth, our 2.2x by 2026 strategy is also supporting a
reduction in capital intensity, which led to ROIC expansion from 12.0% to
12.9%. This strategy also supported net leverage reducing from 4.4x to 4.0x
and continuing its trend towards 3.0x by 2026.
We also strengthened our balance sheet through a US$850 million bond issuance
to refinance our 2025 notes and partially repay our term facilities. This
allowed us to extend our maturities by two years and increase our fixed-rate
debt percentage to over 90%, with only a minimal increase in our cost of debt.
We were delighted to receive positive recognition from the rating agencies
over the past year. In April 2024, Moody's upgraded us from B2 to B1, Fitch
improved their outlook to B+ positive shortly after, and S&P upgraded us
twice over the past year, assigning us our first BB- or equivalent in February
2025. These positive updates reflect a combination of our consistency, the
improved free cash flow and strengthened credit profile.
Outlook
In 2024, we made continued progress towards our 2.2x by 2026 targets. Our
continued improvements in rollout speed, power uptime and tenancy ratio
expansion have supported mobile operators to deliver ever more reliable,
expansive and sustainable mobile connectivity.
Looking ahead, we are focused on continued execution on our 2026 targets and
aim for our 11th consecutive year of Adjusted EBITDA growth and further ROIC
and free cash flow expansion. This will be supported by continuing to elevate
our customers' experience, our talented local teams and our ongoing investment
in digital solutions across the Group. We look forward to connecting more
communities, delivering even more reliable mobile and driving sustainable
value for all our stakeholders.
Tom Greenwood
Group CEO
Group CFO's statement
"We achieved two important financial milestones in 2024. It was our 10th
consecutive year of Adjusted EBITDA growth, underscoring the structural growth
in our markets combined with our robust and resilient business model.
In addition, free cash flow inflected positive, improving by US$100 million
year-on-year through continued execution of our 2.2x tenancy ratio strategy
which was designed to drive capital-efficient organic growth."
Manjit Dhillon
Group CFO
Our 2024 performance demonstrated the key areas of our investment case,
reaffirming that Helios Towers is one of the best risk-adjusted ways to invest
in African and Middle Eastern growth.
We delivered another year of over +2,400 tenancy additions, representing a 9%
increase, driven by enduring structural dynamics that make our markets some of
the fastest-growing in the world: low mobile penetration and a youthful,
expanding population that demands better and more reliable mobile
connectivity. We continue to capture a significant portion of this growth
through our leading market positions, extensive site portfolio and commitment
to best-in-class customer service.
The tenancy growth was largely through colocations, leveraging our
strategically positioned portfolio and reflecting our disciplined approach to
new site builds in locations with high likelihood of lease-up, which resulted
in our tenancy ratio expanding from 1.91x to 2.05x. As site operating costs
are largely fixed, colocations are highly accretive, with an average 80%
Adjusted EBITDA margin flow-through. Accordingly, we saw Adjusted EBITDA
increase by 14% year-on-year and ROIC increase by 1ppt to 12.9%.
Robust business model
We have now delivered 10 consecutive years of Adjusted EBITDA growth.
Alongside the consistent tenancy growth, this is underpinned by our robust
business model, which features highly visible hard-currency earnings and
long-term contracts with a diverse group of blue-chip MNO customers, and our
sustainable pricing strategy.
Hard-currency earnings: Overall, 71% of Adjusted EBITDA is denominated in hard
currency. Four of our markets are innately hard currency, including DRC,
Senegal, Oman and Congo Brazzaville, being either dollarised or pegged to the
Euro, while the remaining markets also have a portion of revenues linked to
hard currencies.
Additionally, our customer contracts include CPI and power price protections
that limit the impact of macro volatility, ensuring that Adjusted EBITDA
growth is driven almost wholly by tenancy growth and operational efficiencies,
independent of macroeconomic factors beyond our control.
While 2024 presented another year of macroeconomic volatility, with a 4%
increase in average fuel prices, a 5% rise in average CPI and a 6%
depreciation of local currencies against the dollar, our Adjusted EBITDA grew
by 14% year-on-year. Since 2015, the correlation between tenancy additions and
Adjusted EBITDA growth, as measured by R-squared, has been 0.96 - meaning an
almost perfect correlation which is exactly how we designed the Company
mechanics.
Long-term contracts: Our contracts have an initial term of 10 to 15 years and
are largely non-cancellable. Today, our contracted revenue of US$5.1 billion
has an average remaining initial life of 6.9 years - in other words, we have
secured a minimum revenue of US$5.1 billion in total without pursuing any new
business - providing a strong underlying earnings stream that we complement
with further growth driven by tenancy rollout.
Customer mix: 98% of our revenue is from blue-chip MNOs, with no single
customer accounting for more than 26% of our revenue. Furthermore, we
continued to ensure that our relationships with our customers are sustainable,
as we offer competitive lease rates that are about 30% lower than the MNOs'
overall cost of ownership.
These key dynamics have ensured stability in our earnings stream and we can
sustainably capture the exciting growth in our markets for the long term, as
reflected in our operational and financial performance.
Our performance in 2024
We achieved organic tenancy additions of +2,481, significantly surpassing our
initial guidance of +1,600-2,100, primarily due to higher-than- expected
colocation growth in our newest market, Oman. Consequently, our tenancy ratio
increased by 0.14x, from 1.91x to 2.05x, progressing towards our target of
2.2x by 2026.
Our tenancy additions translated into strong financial results. Revenue rose
by 10% to US$792.0 million (2023: US$721.0 million), while Adjusted EBITDA
grew by 14% to US$421.0 million. Our Adjusted EBITDA margin improved by 2ppt
year-on-year, from 51.3% to 53.2%, reflecting margin-accretive tenancy growth.
In terms of profitability, Group operating profit reached a record US$242.3
million, marking a 66% year-on-year increase, driven by Adjusted EBITDA growth
and lower depreciation following an update to our tower asset depreciation
policy from up to 15 years to up to 30 years.
We are pleased to report our first profit after tax of US$27.0 million,
supported by operating profit growth, lower net finance costs and a benefit
from a one-off tax credit.
Cash flow
We were delighted to outperform expectations on key cash flow metrics.
Recurring levered free cash flow (RLFCF), which reflects the cash generated
that we can deploy for growth and/ or returning to investors, increased by 59%
to US$147.9 million. This significant increase was attributed to Adjusted
EBITDA growth and improved working capital.
Free cash flow, which also accounts for discretionary capex, was US$18.7
million in 2024 and exceeded our neutral target for the year. This significant
year-on-year improvement of US$99.8 million reflected the execution of our
capital allocation policy focused on capital-efficient organic growth.
Growth capex, the largest component of our discretionary capex, which includes
new BTS, colocations and operational efficiency investments, decreased by 18%
year-on-year. The decline was driven by lower site additions of 228 in 2024
(2023: 544), as we focused on colocations while being selective with BTS sites
that have high lease-up potential.
Statutory cash generated from operations increased by 25% to a record US$397.2
million (2023: US$318.5 million) driven by higher Adjusted EBITDA, lower deal
costs and improved working capital management.
Balance sheet
We take a proactive and opportunistic approach to balance sheet management.
Over the past two years, we have successfully refinanced our debt with minimal
increase in our cost of debt despite the broader macro environment.
In May 2024, we successfully refinanced with a new US$850 million five-year
bond at a 7.50% coupon. Despite a materially higher Fed funds rate since our
last bond issuance, our cost of debt only increased by 10 basis points (bps)
year-on-year, and we extended our weighted average maturities by two years.
The refinanced bond also marked the tightest ever spread for the Company, with
a reduction of c.350bps over US Treasuries compared to the 2025 notes. The
orderbook was three times oversubscribed, allowing us to upsize from the
US$675 million target to US$850 million, making this the Company's largest
ever single issuance.
Our success was underpinned by our strategic planning, which involved
executing our debt liability management in September 2023 to mitigate the risk
at an earlier stage. However, the successful execution of this deal was
ultimately driven by our strong performance track record, market
diversification and cash flow generation, as evidenced by the rating upgrades
by Moody's and S&P to B+ equivalent and the positive outlook change by
Fitch, and a subsequent second rating upgrade by S&P to BB- within a year,
in February 2025.
This successful refinancing means that we have no Group debt maturing until
2027, and with over 90% of it being fixed rate, we have a predominantly fixed
finance cost base to leverage as we continue to grow our Adjusted EBITDA.
We would like to take this opportunity to thank our debt investors again for
their support in the refinancing of our bonds.
Alongside refinancing, we have further improved our credit profile via
deleveraging through growing Adjusted EBITDA and decreasing net debt. We are
pleased to have concluded the year with net leverage just below 4.00x at
3.98x, aligning with the expectations set at the start of the year. With the
anticipated Adjusted EBITDA growth ahead, we are optimistic about trending
towards 3.50x in 2025.
Capital allocation
We consistently look for and invest in capital-efficient organic opportunities
that are accretive to growing ROIC and/or supporting maintaining or decreasing
our cost of capital. Over the past three years, we increased our ROIC by 3ppt
while keeping cost of debt stable through balance sheet management.
We have a strong platform and are committed to investing further in our
markets to serve our customers and tap into the phenomenal market growth.
Our near-term focus for capital allocation remains on maximising returns
through highly selective organic investments and deleveraging the business.
Outlook
With our business model once again proving effective in volatile periods, we
remain committed to maintaining strong financial discipline and consistently
delivering value for our customers as well as other stakeholders.
We have made significant strides in expanding our tenancy ratio and ROIC,
while also successfully managing our balance sheet. We expect to deliver more
of the same in 2025: strong Adjusted EBITDA growth, compounding free cash flow
and ROIC expansion.
With net leverage decreasing further, targeting c.3.5x in 2025, we expect to
soon have the financial flexibility to consider returning excess capital to
shareholders. We look forward to updating you in due course.
Manjit Dhillon
Group CFO
Alternative Performance Measures
The Group has presented a number of Alternative Performance Measures (APMs),
which are used in addition to IFRS statutory performance measures.
The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information on the performance of the business. These APMs
are consistent with how the business performance is planned and reported
within the internal management reporting to the Board. Some of these measures
are also used for the purpose of setting remuneration targets. These APMs may
not be comparable to similarly titled measures disclosed by other companies.
Adjusted EBITDA and Adjusted EBITDA margin
Definition
Management defines Adjusted EBITDA as profit/(loss) before tax for the year,
adjusted for finance costs, other gains and losses, interest receivable, loss
on disposal of property, plant and equipment, amortisation of intangible
assets, depreciation and impairment of property, plant and equipment,
depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan
charges, and other adjusting items. Other adjusting items are material items
that are considered one-off by management by virtue of their size and/or
incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.
Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to
company by eliminating potential differences caused by variations in capital
structures (affecting interest and finance charges), tax positions (such as
the impact of changes in effective tax rates or net operating losses) and the
age and booked depreciation of assets. The Group excludes certain items from
Adjusted EBITDA, such as loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better
understanding of the Group's underlying trading performance.
Reconciliation between IFRS and APM 2024 2023
US$m US$m
Profit/(loss) before tax 44.2 (112.2)
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs(1) 1.4 3.3
Share-based payments and long-term incentive plan charges2 4.7 3.7
Other 1.2 0.9
Loss/(gain) on disposal of property, plant and equipment 5.2 (3.1)
Other gains and losses (17.1) 6.1
Depreciation of property, plant and equipment 113.3 160.9
Amortisation of intangible assets 27.0 26.1
Depreciation of right-of-use assets 25.9 32.0
Interest receivable (3.4) (1.3)
Finance costs 218.6 253.5
Adjusted EBITDA 421.0 369.9
Revenue 792.0 721.0
Adjusted EBITDA margin 53% 51%
1 Deal costs comprise costs related to potential acquisitions
and the exploration of investment opportunities, which cannot be capitalised.
These comprise employee costs, professional fees, travel costs and set-up
costs incurred prior to operating activities commencing.
2 Includes associated costs.
Adjusted gross profit and Adjusted gross margin
Definition
Adjusted gross profit means gross profit, adding back site and warehouse
depreciation. Adjusted gross margin means Adjusted gross profit divided by
revenue.
Purpose
This measure is used to evaluate the underlying level of gross profitability
of the operations of the business, excluding depreciation, which is the major
non-cash measure otherwise reflected in cost of sales. The Group believes that
Adjusted gross profit facilitates comparisons of operating performance from
period to period and company to company by eliminating potential differences
caused by the age and booked depreciation on assets. It is also a proxy for
the gross cash generation of its operations.
2024 2023
Reconciliation between IFRS and APM US$m US$m
Gross profit 383.1 270.6
Add back: Site and warehouse depreciation 131.4 185.6
Adjusted gross profit 514.5 456.2
Revenue 792.0 721.0
Adjusted gross margin 65% 63%
Portfolio free cash flow and recurring levered Free cash flow
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and
corporate capital additions, payments of lease liabilities (including interest
and principal repayments
of lease liabilities) and tax paid.
Recurring levered free cash flow is defined as portfolio free cash flow less
net payment of interest and net change in working capital.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the
business operations after expenditure incurred on maintaining capital assets,
including lease liabilities, and taxes. It is a measure of the cash generation
of the tower estate.
Recurring levered free cash flow is a measure of the Company's cash flow
generation available for (i) discretionary capital expenditure, and other
exceptional items, and (ii) capital providers and investor distributions.
2024 2023
Reconciliation between IFRS and APM US$m US$m
Cash generated from operations 397.2 318.5
Adjustments applied:
Movement in working capital 22.4 48.1
Deal costs(1) 1.4 3.3
Adjusted EBITDA 421.0 369.9
Less: Maintenance and corporate capital additions (41.7) (35.5)
Less: Payments of lease liabilities2 (47.7) (45.3)
Less: Tax paid (33.2) (20.9)
Portfolio free cash flow 298.4 268.2
Less: Net payment of interest (136.4) (127.9)
Less: Net change in working capital (14.1) (47.1)
Recurring levered free cash flow 147.9 93.2
1 Deal costs comprise costs related to potential
acquisitions and the exploration of investment opportunities, which cannot be
capitalised. These comprise employee costs, professional fees, travel costs
and set-up costs incurred prior to operating activities commencing.
2 Payment of lease liabilities comprises interest and
principal repayments of lease liabilities.
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current loans and current loans and long-term
and short-term lease liabilities.
Net debt is calculated as gross debt less cash and cash equivalents. Net
leverage is calculated as net debt divided by annualised Adjusted EBITDA1.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group's net indebtedness that provides an
indicator of overall balance sheet strength. It is also a single measure that
can be used to assess the Group's cash position relative to its indebtedness.
The use of the term 'net debt' does not necessarily mean that the cash
included in the net debt calculation is available to settle the liabilities
included in this measure.
Net leverage is a metric used to assess a company's ability to manage its
existing debt, as well as its borrowing capacity.
2024 2023
Reconciliation between IFRS and APM US$m US$m
External debt2 1,672.8 1,650.3
Lease liabilities 223.7 239.4
Gross debt 1,896.5 1,889.7
Less: cash and cash equivalents (161.0) (106.6)
Net debt 1,735.5 1,783.1
Annualised Adjusted EBITDA1 436.4 403.0
Net leverage3 4.0x 4.4x
1 Annualised Adjusted EBITDA calculated as per the Senior
Notes definition as the most recent fiscal quarter multiplied by 4. This is
not a forecast of future results.
2 External debt is presented in line with the balance sheet
at amortised cost. External debt is the total loans owed to commercial banks
and institutional investors, excluding loans due to minority interest holders
from 1 January 2024.
3 Net leverage is calculated as net debt divided by
annualised Adjusted EBITDA.
Return on invested capital
Definition
Return on invested capital (ROIC) is defined as annualised portfolio free cash
flow divided by invested capital.
Invested capital is defined as gross property, plant and equipment and gross
intangible assets, less accumulated maintenance and corporate capital
expenditure, adjusted for
IFRS 3 and IAS 29 accounting adjustments and deferred consideration for future
sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the
Group's capital allocation.
2024 2023
Reconciliation between IFRS and APM US$m US$m
Property, plant and equipment 981.0 918.3
Accumulated depreciation 1,236.5 1,127.5
Accumulated maintenance and corporate capital expenditure (302.0) (260.3)
Intangible assets 531.4 546.4
Accumulated amortisation 106.7 75.6
Accounting adjustments and deferred consideration for future sites (240.4) (180.1)
Total invested capital 2,313.2 2,227.4
Annualised Portfolio free cash flow(1) 298.4 268.2
Return on invested capital 12.9% 12.0%
1 Annualised portfolio free cash flow means portfolio free cash flow for the
respective period, adjusted to annualise for the impact of acquisitions closed
during the period.
Detailed Financial Review
Segmental key performance indicators
Sites and tenancies increased to 14,325 (+1.6%) and 29,406 (+9.2%)
respectively in the year ended 31 December 2024, with all regions experiencing
growth in both sites and tenancies. Adjusted EBITDA for the year grew by 13.8%
to US$421.0 million, while Adjusted EBITDA margin increased by 2ppt to 53%.
This reflects the tenancy additions, which were predominantly margin-accretive
colocations.
Year ended 31 December
Group Middle East & North Africa2 East & West Africa3 Central & Southern Africa4
$ values are presented as US$m 2024 2023 2024 2023 2024 2023 2024 2023
Sites at year end 14,325 14,097 2,549 2,535 6,506 6,396 5,270 5,166
Tenancies at year end 29,406 26,925 4,188 3,375 13,655 12,608 11,563 10,942
Tenancy ratio at year end 2.05x 1.91x 1.64x 1.33x 2.10x 1.97x 2.19x 2.12x
Revenue for the year $792.0 $721.0 $68.6 $57.5 $325.5 $312.6 $397.9 $350.9
Adjusted gross margin(Δ) 65% 63% 81% 77% 69% 69% 59% 56%
Adjusted EBITDAΔ for the year1 $421.0 $369.9 $49.3 $38.5 $210.4 $199.8 $199.3 $167.6
Adjusted EBITDA marginΔ for the year 53% 51% 72% 67% 65% 64% 50% 48%
1 Group Adjusted EBITDA for the year includes corporate
costs of US$38.0 million (2023: US$36.0 million).
2 Middle East & North Africa segment reflects the
Company's operations in Oman.
3 East & West Africa segment reflects the Company's
operations in Tanzania, Senegal and Malawi.
4 Central & Southern Africa segment reflects the
Company's operations in DRC, Congo Brazzaville, South Africa, Ghana and
Madagascar.
Total tenancies as at 31 December
Colocation tenancies increased by 17.5% to 15,081 in the year ended 31
December 2024. The 2,253 colocation additions comprised 54% standard
colocations and 46% amendment colocations. Total sites increased by 1.6% to
14,325.
Year ended 31 December
Group Tanzania DRC Congo Brazzaville Ghana
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Standard colocations 12,152 10,929 5,192 4,708 3,472 3,291 194 193 960 987
Amendment colocations 2,929 1,899 1,077 816 595 385 69 33 441 378
Total colocations 15,081 12,828 6,269 5,524 4,067 3,676 263 226 1,401 1,365
Total sites 14,325 14,097 4,226 4,156 2,653 2,562 550 537 1,097 1,097
Total tenancies 29,406 26,925 10,495 9,680 6,720 6,238 813 763 2,498 2,462
Tenancy ratio at year end 2.05x 1.91x 2.48x 2.33x 2.53x 2.43x 1.48x 1.42x 2.28x 2.24x
Year ended 31 December
South Africa Senegal Madagascar Malawi Oman
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Standard colocations 249 252 128 99 159 130 571 525 1,227 744
Amendment colocations 118 97 47 30 36 30 134 34 412 96
Total colocations 367 349 175 129 195 160 705 559 1,639 840
Total sites 383 379 1,459 1,444 587 591 821 796 2,549 2,535
Total tenancies 750 728 1,634 1,573 782 751 1,526 1,355 4,188 3,375
Tenancy ratio at year end 1.96x 1.92x 1.12x 1.09x 1.33x 1.27x 1.86x 1.70x 1.64x 1.33x
Consolidated Income Statement
For the year ended 31 December
Year ended 31 December
(US$m) 2024 2023
Revenue 792.0 721.0
Cost of sales (408.9) (450.4)
Gross profit 383.1 270.6
Administrative expenses (135.6) (127.6)
(Loss)/gain on disposal of property, plant and equipment (5.2) 3.1
Operating profit 242.3 146.1
Interest receivable 3.4 1.3
Other gains and losses 17.1 (6.1)
Finance costs (218.6) (253.5)
Profit/(loss) before tax 44.2 (112.2)
Tax (expense)/credit (17.2) 0.4
Profit/(loss) after tax 27.0 (111.8)
Profit/(loss) attributable to: Owners of the Company
33.5 (100.1)
Non-controlling interests (6.5) (11.7)
Profit/(loss) for the year 27.0 (111.8)
Profit/(loss) per share:
Basic profit/(loss) per share (cents) 3 (10)
Diluted profit/(loss) per share (cents) 3 (10)
Revenue
Revenue increased by 9.8% to US$792.0 million in the year ended 31 December
2024 from US$721.0 million in the year ended
31 December 2023. The increase in revenue was driven by organic tenancy growth
predominantly in Tanzania and Oman, complimented by contractual CPI and power
escalators.
Cost of sales
Cost of sales decreased to US$408.9 million in the year ended 31 December 2024
from US$450.4 million in the year ended 31 December 2023, due primarily to an
update to our tower depreciation policy from up to 15 years to up to 30 years,
which reduced depreciation by c.US$65.0 million, partially offset by organic
growth.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2024 2024 2023 2023
Power 186.4 23.5% 177.3 24.6%
Non-power 91.1 11.5% 87.5 12.2%
Site and warehouse depreciation 131.4 16.6% 185.6 25.7%
Total cost of sales 408.9 51.6% 450.4 62.5%
The table below shows an analysis of the cost of sales on a region-by-region
basis for the year ended 31 December 2024 and 2023.
Group Middle East &North Africa East & West Africa Central &Southern Africa
(US$m) 2024 2023 2024 2023 2024 2023 2024 2023
Power 186.4 177.3 7.2 7.4 62.1 60.4 117.1 109.5
Non-power 91.1 87.5 5.6 5.9 38.1 36.4 47.4 45.2
Site and warehouse depreciation 131.4 185.6 16.5 19.0 56.8 80.9 58.1 85.7
Total cost of sales 408.9 450.4 29.3 32.3 157.0 177.7 222.6 240.4
Administrative expenses
Administrative expenses increased by 6.3% to US$135.6 million in the year
ended 31 December 2024 from US$127.6 million in the year ended 31 December
2023. The increase in administrative expenses is primarily due to growth in
the business. Year-on- year administrative expenses as a percentage of revenue
decreased by 0.6%.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2024 2024 2023 2023
Other administrative costs 93.5 11.8% 86.4 12.0%
Non-tower depreciation and amortisation 34.8 4.4% 33.4 4.6%
Adjusting items 7.3 0.9% 7.8 1.1%
Total administrative expense 135.6 17.1% 127.6 17.7%
Adjusted EBITDA
Adjusted EBITDA was US$421.0 million in the year ended 31 December 2024
compared to US$369.9 million in the year ended 31 December 2023. The increase
in Adjusted EBITDA between periods is primarily attributable to the changes in
revenue, and cost of sales, as discussed above. Please refer to the
Alternative Performance Measures section for more details and Note 4 of the
Group Financial Statements for a reconciliation of aggregate Adjusted EBITDA
to profit/(loss) before tax.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2024 was a
gain of US$17.1 million, compared to a loss of US$6.1 million in the year
ended 31 December 2023. This is mainly related to the impacts of
hyperinflation accounting in 2024 in Ghana and Malawi. See Note 24 of the
Group Financial Statements.
Finance costs
Finance costs of US$218.6 million for the year ended 31 December 2024 included
interest costs of US$165.6 million which reflects interest on the Group's debt
instruments, fees on available Group and local term loans and revolving credit
facilities, withholding taxes and amortisation. The increase in interest costs
from US$150.2 million in 2023 to US$165.6 million in 2024 is primarily due to
refinancings in both 2023 and 2024.The decrease in foreign exchange
differences from US$86.1 million in 2023 to US$21.7 million in 2024 primarily
reflects the designation of certain intragroup loans from an entity's
liability to equity.
Year ended 31 December
((US$m) 2024 2023
Foreign exchange differences 21.7 86.1
Interest costs 165.6 150.2
Interest costs on lease liabilities 26.3 25.0
Loss/(gain) on refinancing 5.0 (7.8)
Total finance costs 218.6 253.5
Tax expense
Tax expense was US$17.2 million expense in the year ended 31 December 2024
compared to US$0.4 million credit in the year ended 31 December 2023. The
increase in overall tax charge is predominantly driven by increased profits in
the tax paying entities during 2024 and the recognition of deferred tax assets
in the 2023 period, partly offset by certain one-off tax deductions benefiting
2024.
Though entities in Senegal and DRC were loss-making in the period for tax
purposes, minimum income taxes and/or asset-based taxes were levied, as
stipulated by law in these jurisdictions. Congo Brazzaville, Ghana,
Madagascar, Malawi, Tanzania and one entity in South Africa are profitable for
tax purposes and subject to corporate income tax thereon.
Contracted revenue
The following table provides our total undiscounted contracted revenue by
region as of 31 December 2024 for each year from 2025 to 2029, with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2024 held constant. Our contracted revenue
calculation for each year presented assumes:
- no escalation in fee rates;
- no increases in sites or tenancies other than our committed tenancies;
- our customers do not utilise any cancellation allowances set forth in their
MLAs;
- our customers do not terminate MLAs prior their current term; and
- no automatic renewal.
Year ended 31 December 2024
(US$m) 2025 2026 2027 2028 2029
Middle East & North Africa 55.6 55.5 55.5 55.5 55.5
East & West Africa 300.0 259.0 245.6 238.9 235.8
Central & Southern Africa 361.1 322.0 287.6 270.8 214.8
Total 716.7 636.5 588.7 565.2 506.1
The following table provides our total undiscounted contracted revenue by key
customers as of 31 December 2024 over the life of the contracts with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2024 held constant. As at 31 December 2024, total
contracted revenue was US$5.1 billion (2023: US$5.4 billion), of which 99% is
from multinational MNOs, with an average remaining life of 6.9 years (2023:
7.8 years).
% of total
Total committed committed revenues
(US$m) revenues
Multinational MNOs 5,083.5 99.4%
Other 31.2 0.6%
Total 5,114.7 100.0%
Management cash flow
Year ended 31 December
(US$m) 2024 2023
Adjusted EBITDA 421.0 369.9
Less:
Maintenance and corporate capital additions (41.7) (35.5)
Payments of lease liabilities(1) (47.7) (45.3)
Corporate taxes paid (33.2) (20.9)
Portfolio free cash flow2 298.4 268.2
Cash conversion %3 71% 73%
Net payment of interest4 (136.4) (127.9)
Net change in working capital5 (14.1) (47.1)
Recurring levered portfolio free cash flow6 147.9 93.2
Discretionary capital additions7 (126.7) (167.5)
Cash paid for exceptional and one-off items, and proceeds from disposal of (2.5) (6.8)
assets8
Free cash flow 18.7 (81.1)
Transactions with non-controlling interests - -
Net cash flow from financing activities9 35.8 75.7
Net cash flow 54.5 (5.4)
Opening cash balance 106.6 119.6
Foreign exchange movement (0.1) (7.6)
Closing cash balance 161.0 106.6
1 Payment of lease liabilities comprises interest and principal
repayments of lease liabilities.
2 Refer to reconciliation of cash generated from operations to
portfolio free cash flow in the Alternative Performance Measures section.
3 Cash conversion % is calculated as portfolio free cash flow
divided by Adjusted EBITDA.
4 Net payment of interest corresponds to the net of 'Interest paid'
(including withholding tax) and 'Interest received' in the Consolidated
Statement of Cash Flow, excluding interest payments on lease liabilities.
5 Working capital means the current assets less the current
liabilities for the Group. Net change in working capital corresponds to
movements in working capital, excluding cash paid for exceptional and one-off
items and including movements in working capital related to capital
expenditure.
6 Recurring levered portfolio free cash flows have been represented
based on the updated structure of the management cash flow. It is defined as
portfolio free cash flow less net payment of interest and net change in
working capital.
7 Discretionary capital additions includes acquisition, growth and
upgrade capital additions.
8 Cash paid for exceptional and one-off items and proceeds on
disposal of assets includes project costs, deal costs, deposits in relation to
acquisitions, proceeds on disposal of assets and non-recurring taxes.
9 Net cash flow from financing activities includes gross proceeds
from issue of equity share capital, share issue costs, loan drawdowns, loan
issue costs, repayment of loan and capital contributions in the Consolidated
Statement of Cash Flows.
Cash conversion has decreased slightly from 73% for the year ended 31 December
2023 to 71% for the year ended 31 December 2024. This is driven by higher
corporation tax paid, higher maintenance and corporate capital additions in
the year.
Net change in working capital improved by US$33.0 million year-on-year due to
improved collections from customers and timing of cash payments to suppliers.
The Group's Consolidated Statement of Cash Flows is set out on page 125.
Cash flows from operations, investing and financing activities
Cash generated from operations increased by 24.7% to US$397.2 million
(2023:US$318.5 million) driven by higher Adjusted EBITDA and movements in
working capital. Net cash used in investing activities was US$149.7 million
for the year ended 31 December 2024, down from US$195.8 million in the prior
year. The decrease was primarily due to lower capital expenditure during the
year. Net cash generated from financing activities during the year was US$4.5
million, which primarily related to upsizing the bond issuance as part of
refinancing.
Cash and cash equivalents
Cash and cash equivalents increased by US$54.4 million year-on-year to
US$161.0 million at 31 December 2024 (2023: US$106.6 million) as described
above.
Capital expenditure
The following table shows our capital expenditure additions by category during
the year ended 31 December:
2024 2023
US$m % of total capex US$m % of total capex
Acquisition 5.2 3.1% 20.2 10.0%
Growth 92.5 54.9% 112.5 55.4%
Upgrade 29.0 17.2% 34.8 17.1%
Maintenance 35.8 21.2% 31.3 15.4%
Corporate 6.0 3.6% 4.2 2.1%
Total 168.5 100% 203.0 100.0%
Trade and other receivables
Trade and other receivables increased from US$297.2 million at 31 December
2023 to US$305.3 million at 31 December 2024, primarily driven by organic
growth and customer billing profiles. Debtor days were broadly flat year on
year up 2 days from 47 days in 2023 to 49 days in 2024 (see Note 15 of the
Group Financial Statements).
Trade and other payables
Trade and other payables increased from US$301.7 million at 31 December 2023
to US$309.0 million at 31 December 2024. The increase is primarily driven by
an increase in deferred income, as a result of the timing of customer
billings. Creditor days increased by 5 days year on year, from 23 days in 2023
to 28 days in 2024.
Loans and borrowings
As of 31 December 2024 and 31 December 2023, the Group's outstanding loans and
borrowings, excluding lease liabilities, were US$1,721.3 million (net of issue
costs) and US$1,650.3 million respectively, and net leverage was 4.0x and 4.4x
respectively. The year-on- year change in the Group's outstanding loans and
borrowings reflects the refinancing of the Group's bond debt in the second
half of 2024 which included the repayment of Group term loans and certain
operating subsidiary loans.
Further details of loans and borrowings are provided in Note 20 of the Group
Financial Statements.
Principal Risks and Uncertainties
Risk Category Description Mitigation Status
1 Major quality Reputational The Group's reputation and profitability could be damaged if the Group fails · Continued skills development and training programmes for the project →
failure or breach
to meet its customers' operational specifications, quality standards or and operational delivery team;
of contract Financial delivery schedules.
· Detailed and defined project scoping and life-cycle management through
A substantial portion of Group revenues is generated from a limited number of project delivery and transfer to ongoing operations;
large customers. The loss of any of these customers would materially affect
the Group's finances and growth prospects. · Contract and dispute management processes in place;
Many of the Group's customer tower contracts contain liquidated damage · Continuous monitoring and management of customer relationships; and
provisions, which may require the Group to make unanticipated and potentially
significant payments to its customers. · Use of long-term contracting with minimal termination rights.
2 Non-compliance with laws and regulations, Compliance Non-compliance with applicable laws and regulations may lead to substantial · Constant monitoring of potential changes to laws and →
such as:
fines and penalties, reputational damage and adverse effects on future growth regulatory requirements;
Financial prospects.
· Safety, health and environmental laws
· In-person and virtual training on safety, health and environmental
Reputational Sudden and frequent changes in laws and regulations, their interpretation or matters provided to employees and relevant third party contractors;
· Anti-bribery application and enforcement, both locally and internationally, may require the
and corruption provisions Group to modify its existing business practices, incur increased costs and · Ongoing refresh of compliance and related policies, including specific
subject it to potential additional liabilities. details covering anti-bribery and corruption; anti-facilitation of tax
evasion, anti-money laundering;
· Compliance-monitoring activities and periodic reporting requirements;
· Ongoing engagement with external lawyers and consultants and regulatory
authorities, as necessary, to identify and assess changes in the regulatory
environment;
· Third-Party Code of Conduct communicated and annual certifications
required of all high- and medium-risk third parties;
· Supplier audits and performance reviews;
· ISO certifications maintained;
· Regionalised compliance team structure supported by market-based
compliance champions;
· Internal Audit function adding additional checks and balances; and
· Supplier/partner forums continuing to be rolled out to all OpCos to
build further third-party capability and competency.
3 Economic and Operational A slowdown in the growth of, or a reduction in demand for, wireless · Ongoing market analysis and business intelligence-gathering activities; ↑
political instability
communication services could adversely affect the demand for communication
Financial sites and tower space and could have a material adverse effect on the Group's · Market share growth strategy in place;
financial condition and results of operations.
· Close monitoring of any potential risks that may affect operations;
There are significant risks related to political instability (including
elections), security, ethnic, religious and regional tensions in each market · Business continuity and contingency plans in place and tested to
where the Group has operations. respond to any emergency situations; and
· Dedicated Group Head of Security recruited with responsibility for
crisis management, business continuity and organisational resilience.
Risk Category Description Mitigation Status
4 Significant Financial Fluctuations in, or devaluations of, local · USD and EURO-pegged contracts; →
exchange
market currencies or sudden interest rate movements where the Group operates
rate and interest could have a significant and negative financial · 'Natural' hedge of local currencies
rate movements
impact on the Group's business, financial condition and results. Such impacts
(revenue vs operating expenses);
may also result from any adverse effects such movements have on Group
third-party customers and strategic suppliers. If interest rates increase · Ongoing review of exchange rate differences and interest rate
materially, the Group may struggle to meet its debt repayments. movements;
This may also negatively affect availability · Fixed rate debt/swaps in place;
of foreign currency in local markets and the ability of the Group to upstream
cash. · Maintain a prudent level of leverage;
· Manage cash flows; and
· Regular upstream of cash with the majority of cash held in hard
currency, i.e. US Dollar and Sterling at Group.
5 Non-compliance with permit requirements Operational The Group may not always operate with the necessary required approvals and · Inventory of required licences and permits maintained for each →
permits for some of its tower sites, particularly in the case of existing operating company;
tower portfolios acquired from a third party. Vagueness, uncertainty and
changes in interpretation of regulatory requirements are frequent and often · Compliance registers maintained with any potential non-conformities
without warning. As a result, the Group may be subject to potential identified by the relevant government authority with a timetable for
reprimands, warnings, fines and penalties for non-compliance with the rectification;
relevant permitting and approval requirements.
· Periodic engagement with external lawyers and advisors and
participation in industry groups; and
· Active and ongoing engagement with relevant regulatory authorities to
proactively identify, assess and manage actual and potential regulation
changes.
6 Loss of key personnel People The Group's successful operational activities and growth are closely linked to · Talent identification and succession- →
the knowledge and experience of key members of senior management and highly
planning exists for key roles;
skilled technical employees. The loss of any such personnel,
or the failure to attract, recruit and retain equally high calibre · Competitive benchmarked performance-related remuneration plans; and
professionals could adversely affect the Group's operations, financial
condition and strategic growth prospects. · Staff performance and development/support plans.
7 Technology risk Strategic Advances in technology that enhance the efficiency of wireless networks and · Strategic long-term planning; →
potential active sharing of wireless spectrum may significantly reduce or
negate the need for tower-based infrastructure or services. This could reduce · Business intelligence;
the need for telecommunications operators to add more tower-based antenna
equipment at certain tower sites, leading to a potential decline in tenant and · Exploring alternatives, e.g. solar power technologies;
service needs, and decreasing revenue streams.
· Continuously improving product offering to enable adaptation
Examples of such new technologies may include spectrally efficient to new wireless technologies;
technologies that could potentially relieve certain network capacity problems
or complementary voiceover internet protocol access technologies that could be · Assessment of development in satellite technology;
used to offload a portion of subscriber traffic away from the traditional
tower-based networks. · Applying for new licences to provision active infrastructure services
in certain markets; and
· Technology committee in place with Board involvement/oversight.
8 Failure to remain competitive Financial Competition in, or consolidation of, the telecommunications tower industry may · KPI monitoring and benchmarking →
create pricing pressures that materially and adversely affect the Group.
against competitors;
· Total cost of ownership (TCO) analysis for MNOs to run towers;
· Fair and competitive pricing structure;
· Business intelligence and review of competitors' activities;
· Strong tendering team to ensure high win/retention rate; and
· Continuous capex investment to ensure that the Group can facilitate
customer needs quickly.
Risk Category Description Mitigation Status
9 Failure to integrate new lines of business in new markets Strategic Multiple risks exist with entry into new · Pre-acquisition due diligence conducted with the assistance of external →
markets and new lines of business. Failure advisors with specific geographic and industry expertise;
Financial
to successfully manage and integrate operations, resources and technology
could have material adverse implications for the Group's overall growth · Ongoing monitoring activities post-acquisition/agreement;
Operational strategy and negatively impact its financial position and organisation
culture. · Detailed management, operations and technology integration plans;
· Ongoing measurement of performance vs. plan and Group strategic
objectives; and
· Implementation of a regional CEO and support function governance and
oversight structure.
10 Tax disputes Compliance Our operations are based in certain countries with complex, frequently · Frequent interaction and transparent communication with relevant ↑
changing and bureaucratic and administratively burdensome tax regimes. This governmental authorities and representatives;
Financial may lead to significant disputes around interpretation and application of tax
rules and may expose us to significant additional taxation liabilities. · Engagement of external legal and tax advisors to advise on
Operational legislative/tax code changes and assessed liabilities or audits;
Reputational · Engagement with trade associations and industry bodies and other
international companies and organisations facing similar issues;
· Defending against unwarranted claims; and
· Strengthening of the Group Tax team and continued recruitment
of in-house tax expertise at both Group and OpCo levels.
11 Operational resilience Strategic The ability of the Group to continue · Ongoing enhancements to data security →
operations is heavily reliant on third parties,
and protection measures with third-party expert support;
Reputational
the proper functioning of its technology platforms and the capacity of its
available human resources. Failure in any of these · Additional investment in IT resource and infrastructure to increase
Operational
three areas could severely affect its operational capabilities and ability to automation and workflow of business-as-usual activities;
deliver on its strategic objectives.
· Third-party due diligence, ongoing monitoring and regular supplier
performance reviews;
· Alternative sources of supply are previously identified to deal with
potential disruption to the strategic supply chain;
· Ongoing review and involvement of the human resources department at an
early stage in organisation design and development activities; and
· Buffer stock maintained of critical materials for site delivery.
12 Pandemic risk Operational In addition to the risk to the health and safety of our employees and · Health and safety protocols established →
contractors, a pandemic could materially and adversely affect the financial
and implemented;
Financial and operational performance of the Group across all of its activities. The
effects of a pandemic may also disrupt the achievement of the Group's · Business continuity plans implemented
strategic plans and growth objectives and place additional strain
with ongoing monitoring;
on its technology infrastructure. There is also an increased risk of
litigation due to the potential effects of a pandemic on fulfilment · Financial modelling, scenario building and stress testing;
of contractual obligations.
· Continuous scanning of the external environment;
· Increased fuel purchases; and
· Review of contractual terms and conditions.
Risk Category Description Mitigation Status
13 Cyber security risk Operational We are increasingly dependent on the performance and effectiveness of our IT · Ongoing implementation and enhancement of security and remote access ↑
systems. Failure of our key systems, exposure to the increasing threat of processes, policies and procedures;
Financial cyber attacks and threats, loss or theft of sensitive information, whether
accidentally or intentionally, expose the Group to operational, strategic, · Regular security testing regime established, validated by independent
Reputational reputational and financial risks. These risks are increasing due to greater third parties;
interconnectivity, reliance on technology solutions to drive business
performance, use of third parties in operational activities and continued · Annual staff training and awareness programme in place;
remote working practices.
· Security controls based on industry best practice frameworks, such as
Cyber attacks are becoming more sophisticated and frequent and may compromise National Cyber Security Centre (NCSC) (www.ncsc.gov.uk), National Institute of
sensitive information of the Group, its employees, customers or other third Standards and Technology (NIST) (www.nist.gov), and validated through internal
parties. Failure to prevent unauthorised access or to update processes and IT audit assessments;
security measures may expose the Group to potential fraud, inability to
conduct its business and damage to customers, as well as regulatory · Specialist security third parties engaged to assess cyber risks and
investigations and associated fines and penalties. mitigation plans;
· Incident management and response processes aligned to ITIL® best
practice - identification, containment, eradication, recovery and lessons
learned;
· Supplier risk management assessments and due diligence
carried out; and
· ISO 27001 (Information Security) and Cyber Essentials certification
retained during 2024.
14 Climate change Operational Climate change is a global challenge and therefore critical to our business, · Carbon target to 2030 with an ambition for Net Zero by 2040 (90% →
our investors, our customers and other stakeholders. Regulatory requirements reduction in Scope 1, 2 and 3 emissions);
Financial and expectations of compliance with best practice are also evolving rapidly. A
failure to anticipate and respond appropriately and sufficiently to climate · Monitoring changes to carbon legislation
Reputational risks or opportunities could lead to an increased footprint, disruption to our
and regulations in all our markets;
operations and reputational damage.
· Investing in solutions that reduce carbon footprint and reliance on
Business risks we may face as a result of climate change relate to physical diesel, such as installing hybrid and solar solutions and connecting to grid
risks to our assets, operations and personnel (i.e. events arising due to the power where possible;
frequency and severity of extreme weather events or shifts in climate
patterns) and transition risks (i.e. economic, technology or regulatory · Factoring emissions and climate risk into strategy and growth plans.
changes related to the move towards a low-carbon economy). All OpCos' budgets and forecasts include calculated emissions to evaluate
trends vs. our 2030 carbon target;
Governments in our operating markets, in addition to increasing qualitative
and quantitative disclosure requirements, may take action to address climate · Reporting in alignment with TCFD recommendations and improving our
change such as the introduction of a carbon tax or mandate Net Zero understanding of the financial and operational impacts of climate-related
requirements, which could impact our business through higher costs or reduced risks and opportunities on our business;
flexibility of operations.
· Maintaining our Group climate risk register covering both physical and
transition risks for all OpCos; and
· GIS modelling showing the impact of weather patterns on our tower
portfolio and also the impact on key access points (e.g. critical roads).
Note: Principal risks identified, may combine and amalgamate elements of
individual risks included in the detailed Group risk register.
Financial Statements
Consolidated Income Statement
For the year ended 31 December
Note 2024 2023
US$m US$m
Revenue 3 792.0 721.0
Cost of sales (408.9) (450.4)
Gross profit 383.1 270.6
Administrative expenses (135.6) (127.6)
(Loss)/gain on disposal of property, plant and equipment (5.2) 3.1
Operating profit 5a 242.3 146.1
Finance income 8 3.4 1.3
Other gains and (losses) 24 17.1 (6.1)
Finance costs 9 (218.6) (253.5)
Profit/(loss) before tax 44.2 (112.2)
Tax (expense)/credit 10 (17.2) 0.4
Profit/(loss) after tax for the year 27.0 (111.8)
Profit/(loss) attributable to:
Owners of the Company 33.5 (100.1)
Non-controlling interests (6.5) (11.7)
Profit/(loss) for the year 27.0 (111.8)
Profit/(loss) per share:
Basic profit/(loss) per share (cents) 29 3 (10)
Diluted profit/(loss) per share (cents) 29 3 (10)
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
2024 2023
US$m US$m
Profit/(loss) after tax for the year 27.0 (111.8)
Other comprehensive (loss):
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations (17.6) (1.8)
Cash flow reserve (loss) 8.3 (14.7)
Total comprehensive profit/(loss) for the year net of tax 17.7 (128.3)
Total comprehensive profit/(loss) attributable to:
Owners of the Company 24.2 (117.1)
Non-controlling interests (6.5) (11.2)
Total comprehensive profit/(loss) for the year net of tax 17.7 (128.3)
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Financial Position
As at 31 December
2024 2023
Assets Note US$m US$m
Non-current assets
Intangible assets 11 531.4 546.4
Property, plant and equipment 12 981.0 918.3
Right-of-use assets 13 246.9 254.0
Deferred tax asset 10 42.2 13.6
Derivative financial assets 26e 13.5 6.3
1,815.0 1,738.6
Current assets
Inventories 14 10.0 12.7
Trade and other receivables 15 305.3 297.2
Prepayments 16 36.9 42.6
Cash and cash equivalents 17 161.0 106.6
513.2 459.1
Total assets 2,328.2 2,197.7
Equity and liabilities
Equity
Share capital 18 13.5 13.5
Share premium 18 105.6 105.6
Other reserves (93.4) (101.7)
Convertible bond reserves 20 52.7 52.7
Share-based payments reserves 25 30.6 25.5
Treasury shares 18 (2.3) (1.8)
Translation reserve (30.3) (56.9)
Retained earnings (71.7) (105.2)
Equity attributable to owners 4.7 (68.3)
Non-controlling interest 31.2 29.8
Total equity 35.9 (38.5)
Liabilities 2024 2023
Note US$m US$m
Current liabilities
Trade and other payables 19 309.0 301.7
Short-term lease liabilities 21 33.2 35.5
Loans 20 39.9 37.7
382.1 374.9
Non-current liabilities
Deferred tax liabilities 10 28.3 25.9
Long-term lease liabilities 21 190.5 203.9
Derivative financial liabilities 26f 5.8 14.6
Loans 20 1,681.4 1,612.6
Minority interest buyout liability 4.2 4.3
1,910.2 1,861.3
Total liabilities 2,292.3 2,236.2
Total equity and liabilities 2,328.2 2,197.7
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board
on 12 March 2025 and signed on its behalf by:
Tom
Greenwood
Manjit Dhillon
Group Chief Executive Officer Group Chief
Financial Officer
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable Non-
to the controlling interest Total
Owners of the (NCI) equity
Company
Share-
based
payments
reserves
Convertible
Share Share Other Treasury bond Translation Retained
capital premium reserves shares reserves reserve earnings
Note US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
Balance at 1 January 2023 13.5 105.6 (87.0) (1.1) 23.2 52.7 (93.5) (5.1) 8.3 41.0 49.3
Loss for the year - - - - - - - (100.1) (100.1) (11.7) (111.8)
Movement in cash flow hedge reserve - - (14.7) - - - - - (14.7) - (14.7)
Other comprehensive loss - - - - - - (2.3) - (2.3) 0.5 (1.8)
Total comprehensive loss for the year
- - (14.7) - - - (2.3) (100.1) (117.1) (11.2) (128.3)
Transactions with owners:
Share-based payments 25 - - - - 1.6 - - - 1.6 - 1.6
Transfer of treasury shares - - - (0.7) 0.7 - - - - - -
Translation of hyperinflationary results - - - - - - 38.9 - 38.9 - 38.9
Balance at 31 December 2023
13.5 105.6 (101.7) (1.8) 25.5 52.7 (56.9) (105.2) (68.3) 29.8 (38.5)
Profit/(loss) for the year - - - - - - - 33.5 33.5 (6.5) 27.0
Movement in cash flow hedge reserve - - 8.3 - - - - - 8.3 - 8.3
Other comprehensive profit/(loss) - - - - - - (17.6) - (17.6) - (17.6)
Total comprehensive profit/ (loss) for the year
- - 8.3 - - - (17.6) 33.5 24.2 (6.5) 17.7
Transactions with owners: Share-based payments
- - - - 4.6 - - - 4.6 - 4.6
Transfer of treasury shares - - - (0.5) 0.5 - - - - - -
Translation of hyperinflationary results - - - - - - 44.2 - 44.2 7.9 52.1
Balance at 31 December 2024
13.5 105.6 (93.4) (2.3) 30.6 52.7 (30.3) (71.7) 4.7 31.2 35.9
Share-based payments reserves relate to share options awarded. See Note 25.
Translation reserve relates to the translation of the Financial Statements of
overseas subsidiaries into the presentational currency of the Consolidated
Financial Statements.
Included in other reserves is the merger accounting reserve of US$74.2 million
(2023: US$74.2 million) (which arose on the Group reorganisation in 2019 and
is the difference between the carrying value of the net assets acquired and
the nominal value of the share capital) and other individually immaterial
items including the cash flow hedge reserve.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 December
2024 2023
Note US$m US$m
Cash flows from operating activities
Profit/(loss) before tax 44.2 (112.2)
Adjustments for:
Other (gains) and (17.1) 6.1
losses
24
Finance 218.6 253.5
costs
9
Interest (3.4) (1.3)
receivable
8
Depreciation and 166.2 219.0
amortisation
11-13
Share-based payments and long-term incentive 4.7 3.7
plans
25
Loss/(gain) on disposal of property, plant and equipment 5.2 (3.1)
Operating cash flows before movements in working capital 418.4 365.7
Movement in working capital:
Decrease/(Increase) in inventories 1.4 (3.1)
(Increase) in trade and other receivables(1) (42.3) (88.1)
Decrease/(Increase) in prepayments 14.3 (5.1)
Increase/(Decrease) in trade and other payables1 5.4 49.1
Cash generated from operations 397.2 318.5
Interest paid (165.7) (150.4)
Tax (33.2) (20.9)
paid
10
Net cash generated from operating activities 198.3 147.2
Cash flows from investing activities
Payments to acquire property, plant and (144.4) (191.6)
equipment1
12
Payments to acquire intangible (10.1) (4.8)
assets1
11
Proceeds on disposal of property, plant and equipment 1.6 (0.3)
Interest received 3.2 0.9
Net cash used in investing activities (149.7) (195.8)
Cash flows from financing activities
Loan drawdowns 869.0 489.6
Loan issue costs (21.7) (12.1)
Repayment of loan (809.3) (401.8)
Repayment of lease liabilities (33.5) (32.5)
Net cash generated from financing activities 4.5 43.2
Net increase/(decrease) in cash and cash equivalents 53.1 (5.4)
Foreign exchange on translation movement 1.3 (7.6)
Cash and cash equivalents at 1 January 106.6 119.6
Cash and cash equivalents at 31 December 161.0 106.6
1 Working capital movements exclude liabilities and assets relating to the
purchases of property, plant and equipment and intangible assets.
The accompanying Notes form an integral part of these Financial Statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. Statement of compliance and presentation of financial statements
Helios Towers plc (the 'Company'), together with its subsidiaries
(collectively, 'Helios', or the 'Group'), is an independent tower company,
with operations across nine countries. Helios Towers plc is a public limited
company incorporated and domiciled in the UK, and registered under the laws of
England & Wales under company number 12134855 with its registered address
at 21st Floor, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom. In October
2019, the ordinary shares of Helios Towers plc were admitted to the commercial
companies segment of the Official List of the UK Financial Conduct Authority.
The shares trade on the London Stock Exchange's main market for listed
securities.
The Company and entities controlled by the Company are disclosed on page 161.
The principal accounting policies adopted by the Group are set out in Note 2.
These policies have been consistently applied to all periods presented with
the exception of an update to our Tower Asset depreciation policy.
During the current financial year, the Group has reviewed and updated its
depreciation policy for tower assets. Previously, tower assets were
depreciated over a useful life of up to 15 years. Following this review, the
useful life of tower assets has been extended to up to 30 years effective 1
January 2024. This change reflects the company's reassessment of the economic
benefits derived from these assets over a longer period. The impact of this
change has been accounted for prospectively in accordance with the relevant
accounting standards.
2(a). Accounting policies
Basis of preparation
The Group's Financial Statements are prepared in accordance with International
Financial Reporting Standards as adopted by the United Kingdom (IFRSs), taking
into account IFRS Interpretations Committee (IFRS IC) interpretations and
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS.
The Financial Statements have been prepared on the historical cost basis,
except for the revaluation of certain financial instruments that are measured
at fair value at the end of each reporting period and for the application of
IAS 29 'Financial Reporting in Hyperinflationary Economies' for the Group's
entities reporting in Ghanaian Cedi and Malawian Kwacha. The Financial
Statements are presented in United States Dollars (US$) and rounded to the
nearest hundred thousand (US$0.1 million) except when otherwise indicated.
The material accounting policies adopted are set out on the next pages.
The financial information included within this Preliminary Announcement does
not constitute the Company's statutory Financial Statements for the years
ended 31 December 2024 or 31 December 2023 within the meaning of s435 of the
Companies Act 2006, but is derived from those Financial Statements. Statutory
Financial Statements for the year ended 31 December 2023 have been delivered
to the Registrar of Companies and those for the year ended 31 December 2024
will be delivered to the Registrar of Companies during May 2025. The auditor
has reported on those Financial Statements; their reports were unqualified,
did not draw attention to any matters by way of emphasis and did not contain
statements under s498(2) or (3) of the Companies Act 2006. While the financial
information included in this Preliminary Announcement has been prepared in
accordance with the recognition and measurement criteria of International
Financial Reporting Standards ("IFRSs") adopted pursuant to IFRSs as issued by
the United Kingdom, this announcement does not itself contain sufficient
information to comply with IFRSs. The Company expects to publish full
Financial Statements that comply with IFRSs during March or April 2025. Page
number references in this document refer to the Group's 2024 Annual Report.
Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. Control is achieved when the Company:
- has the power over the investee;
- is exposed, or has rights, to variable return from its involvement with
the investee; and
- has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in the consolidated statement of profit or loss and other
comprehensive income from the date the Company gains control until the date
when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies used in line with the Group's
accounting policies.
All intra-Group assets and liabilities, equity, income, expenses and cash
flows relating to transactions between the members of the Group are eliminated
on consolidation.
Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. Those interests of non-controlling shareholders that
have present ownership interests entitling their holders to a proportionate
share of net assets upon liquidation may initially be measured at fair value
or at the non-controlling interests' proportionate share of the fair value of
the acquiree's identifiable net assets. The choice of measurement is made on
an acquisition-by-acquisition basis. Other non-controlling interests are
initially measured at fair value.
Subsequent to acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the non-controlling
interests' share of subsequent changes in equity.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amount of
the Group's interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to the owners of the Company.
Going concern
The Directors believe that the Group is well placed to manage its business
risks successfully, despite the current uncertain economic outlook in the
wider economies in which the company operates. The Group's forecasts and
projections, taking account of possible changes in trading performance, show
that the Group should remain adequately liquid and should operate within the
covenant levels of its debt facilities (Note 20).
As part of their regular assessment of the Group's working capital and
financing position, the Directors have prepared a detailed trading and cash
flow forecast for a period which covers at least 12 months after the date of
approval of the Consolidated Financial Statements, together with sensitivities
and a 'reasonable worst case' stress scenario. In assessing the forecasts, the
Directors have considered:
- trading and operating risks presented by the conditions in the operating
markets;
- the impact of macroeconomic factors, particularly inflation, interest
rates and foreign exchange rates;
- climate change risks and initiatives, including the Group's Project 100
initiative (page 18);
- the availability of the Group's funding arrangements (Note 20), including
loan covenants and non-reliance on facilities with covenant restrictions in
more extreme downside scenarios;
- the status of the Group's financial arrangements (Note 20);
- progress made in developing and implementing cost reduction programmes and
operational improvements; and
- mitigating actions available should business activities fall behind
current expectations, including the deferral of discretionary overheads and
other expenditures.
In particular for the current year, the Directors have considered the impact
of variable energy prices and the broader inflationary environment on the
Group's operations and the refinancing of the Group's bond debt completed in
the year. Net assets at year end were US$35.9 million, compared to net
liabilities of US$38.5 million in prior year. As these assets are leased-up
over the next few years, the Directors expect the balance sheet to strengthen.
Net current assets at year-end remain strong at US$131.1 million.
Based on the foregoing considerations, the Directors continue to consider it
appropriate to adopt the going concern basis of accounting in preparing
the Consolidated Financial Statements.
New accounting policies in 2024
In the current financial year, the Group has adopted the following new and
revised Standards, Amendments and Interpretations. Their adoption has not had
a material impact on the amounts reported in these Financial Statements:
- IAS 1: Classification of liabilities as current or non-current and
non-current liabilities with covenants;
- IFRS 16: Lease liability in a sale and leaseback;
- Amendments to IAS 7: Statement of Cash Flows; and
- IFRS 7: Financial Instruments: Disclosures, Supplier Finance Arrangements.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The
consideration transferred in a business combination in accordance with IFRS 3
Business Combinations (IFRS 3) is measured at fair value, which is calculated
as the sum of the acquisition-date fair values of assets transferred by the
Group, liabilities incurred by the Group to the former owners of the acquiree
and the equity interest issued by the Group in exchange for control of the
acquiree. The identifiable assets, liabilities and contingent liabilities
(identifiable net assets) are recognised at their fair value at the date of
acquisition. Acquisition-related costs are expensed as incurred and included
in administrative expenses.
At the acquisition date, the identifiable assets acquired and the liabilities
assumed are recognised at their fair value at the acquisition date, except
that:
- uncertain tax positions and deferred tax assets or liabilities and assets
or liabilities related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits
respectively;
- liabilities or equity instruments related to share-based payment
arrangements of the acquiree or share-based payment arrangements of the Group
entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2
Share-Based Payments at the acquisition date (see below);
- lease liabilities for which the Group is the acquiree and the lessee. In
accordance with
IFRS 3, the Group shall measure the lease liability as the present value of
remaining lease payments as if the acquired lease were a new lease at the
acquisition date; and
- assets (or disposal groups) that are classified as held for sale in
accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that Standard.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. Goodwill is initially measured at cost,
being the excess of the aggregate of the consideration transferred, the amount
of any non-controlling interest in the acquiree, and the fair value of the
acquirer's previously held equity interest in the acquired (if any) over the
net of the fair values of acquired assets and liabilities assumed. If the fair
value of the net assets acquired is in excess of the aggregate consideration
transferred, the gain is recognised in profit or loss. Goodwill is capitalised
as an intangible asset with any subsequent impairment in carrying value being
charged to the consolidated statement of profit or loss.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (a period
of no more than 12 months), or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances
that existed as of the acquisition date that, if known, would have affected
the amounts recognised as of that date.
When the consideration transferred by the Group in a business combination
includes a contingent consideration arrangement, the contingent consideration
is measured at its acquisition date fair value and included as part of the
consideration transferred in a business combination. Changes in fair value of
the contingent consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional
information obtained during the 'measurement period' (which cannot exceed one
year from the acquisition date) about facts and circumstances that existed at
the acquisition date. Subsequently, changes in the fair value of the
contingent consideration that do not qualify as measurement period adjustments
are recognised in the income statement, when contingent consideration amounts
are remeasured to fair value at subsequent reporting dates.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of monitoring and impairment testing,
goodwill acquired in a business combination is allocated to the
cash-generating units (CGUs) or groups of CGUs that are expected to benefit
from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
From 1 January 2024, the Group monitors and tests goodwill for impairment
using groups of CGUs that are aligned with the Group's operating segments,
whereas in prior years goodwill was tested separately for each country in
which the Group operates. No impairment would have arisen had the current year
goodwill impairment tests been performed on a basis consistent with the prior
year.
Operating segments to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the
unit may be impaired. If the recoverable amount of the operating segment is
less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro-rata based on the carrying amount of each
asset in the unit. Any impairment loss is recognised directly in profit or
loss. An impairment loss recognised for goodwill is not able to be reversed in
subsequent periods. On disposal, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
Revenue recognition
The Group recognises revenue from the rendering of tower services provided by
utilisation of the Group's tower infrastructure pursuant to written contracts
with its customers. The Group applies the five-step model in IFRS 15 Revenue
from Contracts with Customers (IFRS 15). Prescriptive guidance in IFRS 15 is
followed to deal with specific scenarios and details of the impact of IFRS 15
on the Group's Consolidated Financial Statements are described below. Revenue
is not recognised if uncertainties over a customer's intention and ability to
pay means that collection is not probable.
On inception of the contract a 'performance obligation' is identified based on
each of the distinct goods or services promised to the customer. Certain
contracts have CPI and power escalation clauses which are reflected in line
with the contract. The consideration specified in the contract with the
customer is allocated to a performance obligation identified based on their
relative standalone selling prices. In line with IFRS 15, the Group has one
material performance obligation, to provide a series of distinct tower space
and site services.
This includes fees for the provision of tower infrastructure, power
escalations and tower service contracts. This is the Group's only material
performance obligation at the balance sheet date.
Revenue from these services is recognised as the performance obligation is
satisfied over time using the time elapsed output method for each customer to
measure the Group's progress under the contract. Customers are usually billed
in advance creating deferred income which is then recognised as the
performance obligation is met over a straight-line basis. Amounts billed in
arrears are recognised as contract assets until billed.
Revenue is measured at the fair value of the consideration received or
expected to be received and represents amounts receivable for services
provided in the normal course of business, less VAT and other sales-related
taxes. Where refunds are issued to customers, they are deducted from revenue
in the relevant service period.
If these estimates indicate that any contract will be less profitable than
previously forecasted, contract assets may have to be written down to the
extent they are no longer considered to be fully recoverable. We perform
ongoing profitability reviews of our contracts in order to determine whether
the latest estimates are appropriate. Key factors reviewed include:
- transaction volumes or other inputs affecting future revenues which can
vary depending on customer requirements, plans, market position and other
factors such as general economic conditions;
- the status of commercial relations with customers and the implications for
future revenue and cost projections; and
- our estimates of future staff and third-party costs and the degree to
which cost savings and efficiencies are deliverable.
The direct and incremental costs of acquiring a contract are recognised as
contract acquisition cost assets in the statement of financial position when
the related payment obligation is recorded. Costs are recognised as an expense
in line with the recognition of the related revenue that is expected to be
earned by the Group; typically, this is over the customer contract period as
new commissions are payable on contract renewal.
Foreign currency translation
The individual Financial Statements of each Group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the Consolidated Financial
Statements, the results and financial position of each Group company are
expressed in United States Dollars (US$), which is the functional currency of
the Company, and the presentation currency for the Consolidated Financial
Statements.
In preparing the Financial Statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the
dates of the transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at the rates prevailing
at the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated.
For the purpose of presenting Consolidated Financial Statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date, with the exception of the Group's
Ghanaian Cedi and Malawian Kwacha operations, which are subject to
hyperinflation accounting. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange rates at the date
of transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive
income and accumulated in a separate component of equity (attributed to
non-controlling interests as appropriate). For intragroup loans not expected
to be settled for the foreseeable future, exchange differences are transferred
from the income statement to the OCI.
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation, or a partial disposal of an
interest in a joint arrangement or an associate that includes a foreign
operation of which the retained interest become a financial asset), all of the
exchange differences accumulated in a separate component of equity in respect
of that operation attributable to the owners of the Company are reclassified
to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a
foreign operation that does not result in the Group losing control over the
subsidiary, the proportionate share of accumulated exchange differences are
re-attributed to non-controlling interests and are not recognised in profit or
loss. For all other partial disposals (i.e. partial disposals of associates or
joint arrangements that do not result in the Group losing significant
influence or joint control), the proportionate share of the accumulated
exchange differences is reclassified to profit or loss.
Hyperinflation Accounting
Having reviewed the indicators of Hyperinflation, as outlined in IAS 29, the
Group have determined that Ghana and Malawi have met the requirements to be
designated as hyperinflationary economies under IAS 29 'Financial Reporting in
Hyperinflationary Economies' in the quarter ended 31 December 2024, with the
most prevalent indicator being the increase in inflation over the last 3
years. The Group has therefore applied hyperinflationary accounting, as
specified in IAS 29, to its Ghanaian and Malawian operations whose functional
currencies are the Ghanaian Cedi and the Malawian Kwacha.
Ghanaian Cedi denominated results and non-monetary asset and liability
balances for the current financial year ended 31 December 2024 have been
revalued to their present value equivalent local currency amounts as at 31
December 2024, based on the CPI (Consumer Price Index) as issued by the Ghana
Statistical Service, before translation to US$ at the reporting date exchange
rate of US$1:GHS14.707. The inflation index has risen by 27.1% to 254.9 (2023:
200.5) during the current financial year.
Malawian Kwacha denominated results and non-monetary asset and liability
balances for the current financial year ended 31 December 2024 have been
revalued to their present value equivalent local currency amounts as at 31
December 2024, based on the CPI as issued by the Reserve Bank of Malawi,
before translation to US$ at the reporting date exchange rate of
US$1:MWK1,751.00. The index has increased by 28.1% to 216.1 (2023: 168.7)
during the current financial year. Comparative periods are not restated per
IAS 21 'The Effects of Changes in Foreign Exchange rates'.
For the Group's operations in Ghana and Malawi:
- The gain or loss on net monetary assets resulting from IAS 29 application
is recognised in the consolidated income statement within other gains &
losses.
- The Group also presents the gain or loss on cash and cash equivalents as
monetary items together with the effect of inflation on operating, investing
and financing cash flows as one number in the consolidated statement of cash
flows.
- The Group has presented the IAS 29 opening balance adjustment to net
assets within currency reserves in equity. Subsequent IAS 29 equity
restatement effects and the impact of currency movements are presented within
other comprehensive income because such amounts are judged to meet the
definition of 'exchange differences'.
The main impacts of the aforementioned adjustments on the consolidated
financial statements are shown below.
Year ended Year ended
31 December 2024 31 December 2023
Increase/(Decrease) Increase/(Decrease)
US$m US$m
Revenue 2.4 0.4
Operating Profit (7.5) (5.8)
Profit/(loss) before tax (2.7) (14.0)
Non-current assets 69.5 30.8
Equity attributable to owners of the parent (64.4) (27.6)
Financial assets
Within the scope of IFRS 9, financial assets are classified and subsequently
measured at amortised cost, fair value through other comprehensive income
(OCI), or fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them. The Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost
or fair value through OCI, it needs to give rise to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.
This assessment is referred to as the SPPI test and is performed at an
instrument level.
Financial assets at fair value through profit or loss include financial assets
held for trading, financial assets designated upon initial recognition at fair
value through profit or loss, or financial assets mandatorily required to be
measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term.
Financial assets with cash flows that are not solely payments of principal and
interest are classified and measured at fair value through profit or loss,
irrespective of the business model. Financial assets at fair value through
profit or loss are carried in the statement of financial position at fair
value with net changes in fair value recognised in the statement of profit or
loss.
At the current reporting period the Group did not elect to classify any
financial instruments as fair value through OCI.
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised (i.e.
removed from the Group's consolidated statement of financial position) when:
- the rights to receive cash flows from the asset have expired; or
- the Group has transferred its rights to receive cash flows from the asset
or has assumed an obligation to pay the received cash flows in full without
material delay to a third party.
Financial liabilities
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group's financial liabilities include trade and other
payables and loans and borrowings.
The subsequent measurement of financial liabilities depends on their
classification, as described below:
(a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Gains or losses on
liabilities held for trading are recognised in the statement of profit or
loss. Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied.
(b) Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are
subsequently measured
at amortised cost using the effective interest rate (EIR) method. Gains and
losses are recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process. Amortised cost is calculated
by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included
as finance costs in the statement of profit or loss.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Embedded derivatives
A derivative may be embedded in a non-derivative 'host contract' such as put
and call options over loans. Such combinations are known as hybrid
instruments. If a hybrid contract contains a host that is a financial asset
within the scope of IFRS 9, then the relevant classification and measurement
requirements are applied to the entire contract at the date of initial
recognition. Should the host contract not be a financial asset within the
scope of IFRS 9, the embedded derivative is separated from the host contract,
if it is not closely related to the host contract, and accounted for as a
standalone derivative. Where the embedded derivative is separated, the host
contract is accounted for in accordance with its relevant accounting policy,
unless the entire instrument is designated at FVTPL in accordance with IFRS 9.
Derivative financial instruments and hedge accounting
The Group's activities expose it to the financial risks of changes in interest
rates which it manages using derivative financial instruments. The use of
financial derivatives is governed by the Group's policies approved by the
Board of Directors, which provide written principles on the use of financial
derivatives consistent with the Group's risk management strategy.
The Group does not use derivative financial instruments for speculative
purposes.
Derivative financial instruments are initially measured at fair value on the
contract date and are subsequently re-measured to fair value at each reporting
date. The Group designates certain derivatives as hedges of interest rate
risks of highly probable forecast transactions (cash flow hedges). Changes in
values of all derivatives of a financing nature are included within financing
costs in the income statement unless designated in an effective cash flow
hedge relationship when the effective portion of changes in value are deferred
to other comprehensive income. Hedge effectiveness is determined at the
inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists
between the hedged item and hedging instrument.
Hedge accounting is discontinued when the hedging instrument expires or is
sold, terminated, exercised or no longer qualifies for hedge accounting. When
hedge accounting is discontinued, any gain or loss recognised in other
comprehensive income at that time remains in equity and is recognised in the
income statement when the hedged transaction is ultimately recognised in the
income statement.
For cash flow hedges, when the hedged item is recognised in the income
statement, amounts previously recognised in other comprehensive income and
accumulated in equity for the hedging instrument are reclassified to the
income statement. However, when the hedged transaction results in the
recognition of a non-financial asset or a non-financial liability, the gains
and losses previously recognised in other comprehensive income and accumulated
in equity are transferred from equity and included in the initial measurement
of the cost of the non-financial asset or non-financial liability. If a
forecast transaction is no longer expected to occur, the gain or loss
accumulated in equity is recognised immediately in the income statement.
Leases
The Group applies IFRS 16 Leases. The Group holds leases primarily on land,
buildings and motor vehicles used in the ordinary course of business. Based on
the accounting policy applied the Group recognises a right-of-use asset and a
lease liability at the commencement date of the contract for all leases
conveying the right to control the use of an identified asset for a period of
time. The commencement date is the date on which a lessor makes an underlying
asset available for use by a lessee.
The right-of-use assets are initially measured at cost, which comprises:
- the amount of the initial measurement of the lease liability;
- any lease payments made at or before the commencement date, less any lease
incentives received; and
- any initial direct costs incurred by the lessee.
After the commencement date the right-of-use assets are measured at cost less
any accumulated depreciation and any accumulated impairment losses and
adjusted for any remeasurement of the lease liability.
The Group depreciates the right-of-use asset from the commencement date to the
end of the lease term. The lease liability is initially measured at the
present value of the lease payments that are not paid at that date. These
include:
- fixed payments, less any lease incentives receivable.
The lease payments are discounted using the incremental borrowing rate at the
commencement of the lease contract or modification. Generally, it is not
possible to determine the interest rate implicit in the land and building
leases. The incremental borrowing rate is estimated taking account of the
economic environment of the lease, the currency of the lease and the lease
term. The lease term determined by the Group comprises:
- non-cancellable period of lease contracts;
- periods covered by an option to extend the lease if the Group is
reasonably certain to exercise that option; and
- periods covered by an option to terminate the lease if the Group is
reasonably certain not to exercise that option. After the commencement date
the Group measures the lease liability by:
- increasing the carrying amount to reflect interest on the lease liability;
- reducing the carrying amount to reflect lease payments made; and
- remeasuring the carrying amount to reflect any reassessment or lease
modifications.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition,
including any costs of decommissioning original telecoms equipment, or
production cost less accumulated depreciation and impairment losses, if any.
Assets in the course of construction for production, supply or administrative
purposes, are carried at cost, less any recognised impairment loss. Cost
includes material and labour and professional fees in accordance with the
Group's accounting policy, and only those costs directly attributable to
bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management are capitalised.
Depreciation of these assets, on the same basis as other assets, commences
when the assets are ready for their intended use. Borrowing costs are not
capitalised as assets are generally constructed in substantially less than one
year.
Freehold land is not depreciated.
Depreciation is charged to write off the cost of assets over their estimated
useful lives, using the straight-line method, on the following bases:
Site assets - towers Up to 30 years
Site assets - generators 8 years
Site assets - plant & machinery 3-5 years
Fixtures and fittings 3 years
IT equipment 3 years
Motor vehicles 5 years
Leasehold improvements 5-10 years
Cabinets 8 years
Directly attributable costs of acquiring tower assets are capitalised together
with the towers acquired and depreciated over a period of up to 30 years in
line with the assets estimated useful lives.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected to arise from continued use of the
asset. Any gain or loss arising on disposal or retirement of an item of
property, plant and equipment is determined as the difference between the sale
proceeds and the carrying amount of the asset and is recognised in profit and
loss.
Intangible assets
Contract-acquired-related intangible assets with finite useful lives are
carried at cost less accumulated amortisation and accumulated impairment
losses. They are amortised on a straight-line basis over the life of the
contract.
Intangible assets acquired in a business combination and recognised separately
from goodwill are recognised initially at their fair value at the acquisition
date (which is regarded as their cost). Subsequent to initial recognition,
intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis
as intangible assets that are acquired separately.
Amortisation is charged to write off the cost of assets over their estimated
useful lives, using the straight-line method, on the following bases:
Customer contracts Amortised over their contractual lives
Customer relationships Up to 30 years
Colocation rights Amortised over their contractual lives
Right of first refusal Amortised over their contractual lives
Non-compete agreement Amortised over their contractual lives
Computer software and licences 2-3 years
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised. Amortisation of intangibles is
included within Administrative expenses in the Consolidated Income Statement.
Impairment of tangible and intangible assets
At each reporting date, the Directors review the carrying amounts of its
tangible and intangible assets (other than goodwill, which is tested at least
annually as described on page 141) to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss. For the purposes of assessing
impairment, assets are grouped on a CGU basis. Where the asset does not
generate cash flows that are independent from other assets, the Directors
estimate the recoverable amount of the CGU ('Cash Generating Unit') to which
the asset belongs. The recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to
its recoverable amount. An impairment loss is recognised immediately in profit
or loss. Any impairment is allocated pro-rata across all assets in a CGU
unless there is an indication that a class of asset should be impaired in the
first instance or a fair market value exists for one or more assets. Once an
asset has been written down to its fair value less costs of disposal then any
remaining impairment is allocated equally among all other assets.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (CGU) is increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been
recognised for the asset (CGU) in prior years. Reversals are allocated
pro-rata across all assets in the CGU unless there is an indication that a
class of asset should be reversed in the first instance, or a fair market
value exists for one or more assets. A reversal of an impairment loss is
recognised in the income statement immediately. An impairment loss recognised
for goodwill is never reversed in subsequent periods.
Related parties
For the purpose of these Financial Statements, parties are considered to be
related to the Group if they have the ability, directly or indirectly to
control the Group or exercise significant influence over the Group in making
financial or operating decisions, or vice versa, or where the Group is subject
to common control or common significant influence. Related parties may be
individuals or other entities.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as
an expense when employees have rendered service entitling them to the
contributions. Payments made to state-managed retirement benefit schemes are
dealt with as payments to defined contribution schemes where the Group's
obligations under the schemes are equivalent to those arising in a defined
contribution retirement benefit scheme.
Share-based payments
The Group's management awards employee share options, from time to time, on a
discretionary basis which are subject to vesting conditions. The economic cost
of awarding the share options to its employees is recognised as an employee
benefit expense in the income statement measured indirectly by reference to
the fair value of the instruments granted. For further details refer to Note
25.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and those overheads that have been incurred in
bringing the inventories to their present location and condition. Cost is
calculated using the weighted average method.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, in hand and short-term
deposits, which are held for the purpose of meeting short-term commitments.
Short-term deposits are defined as deposits with an initial maturity of three
months or less. Whilst bank overdrafts are repayable in the short-term, they
do not form an integral part of the Group's cash management, and are thus not
included as a component of cash and cash equivalents for the purposes of the
Statement of Cash Flows.
Interest expense
Interest expense is recognised as interest accrues, using the effective
interest method, to the net carrying amount of the financial liability.
The effective interest method is a method of calculating the amortised cost of
a financial asset/financial liability and of allocating interest
income/interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash receipts/ payments
through the expected life of the financial assets/financial liabilities, or,
where appropriate, a shorter period.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the statement of profit or loss
and other comprehensive income because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the reporting date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised either for taxable temporary
differences arising on investments in subsidiaries or on carrying value of
taxable assets, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only
recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future. The
carrying amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised based on tax
laws and rates that have been enacted or substantively enacted at the
reporting date. Deferred tax is charged or credited in the profit or loss,
except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other
comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at
the end of the reporting period, to recover or settle the carrying amount of
its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and legal entity and the Group intends to settle its current tax
assets and liabilities on a net basis.
Uncertain tax positions
Where required under applicable standards, provision is made for matters where
Management assess that it is probable that a relevant taxation authority will
not accept the position as filed in the tax returns, it is probable an outflow
of economic benefits will be required to settle the obligation and the amount
can be reliably estimated. The Group typically uses a weighted average of
outcomes assessed as possible to determine the level of provision required,
unless a single best estimate of the outcome is considered to be more
appropriate. Assessments are made at the level of an individual tax
uncertainty, unless uncertainties are considered to be related, in which case
they are grouped together. Provisions, which are not discounted given the
short period over which they are expected to be utilised, are included within
current tax liabilities, together with any liability for penalties, which to
date have not been significant. Any liability relating to interest on tax
liabilities is included within finance costs.
Share capital
Ordinary shares are classified as equity.
Treasury shares
Treasury shares represents the shares of Helios Towers plc that are held by
the Employee Benefit Trust (EBT). Treasury shares are recorded at cost and
deducted from equity.
New accounting pronouncements
The following Standards, Amendments and Interpretations have been issued by
the IASB and are effective for annual reporting periods beginning on or after
1 January 2025:
- Amendments to IAS 21 'Lack of Exchangeability' (Effective for 2025)
The Group's financial reporting will be presented in accordance with the above
new standards from 1 January 2025. The Directors do not expect that the
adoption of the above Standards, Amendments and Interpretations will have a
material impact on the Financial Statements of the Group in future periods.
In the application of the Group's accounting policies, which are described
above, the Directors are required to make judgements (other than those
involving estimations) that have a significant impact on the amounts
recognised and to make estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
At the date of authorisation of these financial statements, the group has not
applied IFRS Accounting Standards which have been issued but not yet
effective:
- IFRS 18 'Presentation and Disclosures in Financial Statements' (Effective
for 2027)
The Directors of the company anticipate that the application of these
amendments may have an impact on the group's consolidated financial statements
in future periods.
2(b). Critical judgements in applying the Group's accounting policies
The following are the critical judgements, apart from those involving
estimations (which are dealt with separately below), that the Directors, have
made in the process of applying the Group's accounting policies and that have
the most significant effect on the amounts recognised in the Financial
Statements.
Revenue recognition
Revenue is recognised as service revenue in accordance with IFRS 15: Revenue
from contracts with customers. In arriving at this assessment, the Directors
concluded that there is not an embedded lease, given customer contracts
provide for an amount of space on a tower rather than a specific location on a
tower. The contracts permit the Group, subject to certain conditions, to
relocate customer equipment on the Group's towers in order to accommodate
other tenants. Customer consent is usually required to move equipment,
however, this should not be unreasonably withheld. The Directors believe these
substitution rights are substantive, given the practical ability to move
equipment and the economics of doing so. In applying the requirements of IFRS
15, management makes an evaluation as to whether it is probable that the Group
will collect the consideration that it is entitled to under the contract. The
amount of revenue that the Group is contractually entitled to but has not
recognised is disclosed in Note 22.
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and
the exposures to contingent liabilities related to pending litigations or
other outstanding claims subject to negotiated settlement, mediation,
arbitration or government regulation, as well as other contingent liabilities
(see Note 27). Judgement is necessary to assess the likelihood that a pending
claim will succeed, or a liability will arise.
Recognition of deferred tax assets
The Group has material unrecognised deferred tax assets across a number of
jurisdictions (see Note 10) which have not been recognised as at 31 December
2024 due to the existence of previous tax losses in the relevant entities and
insufficient certainty as to the availability of future taxable profits.
During 2024 the Group has recognised a deferred tax asset of US$31.6 million,
which was not previously recognised as at 31 December 2023, in relation to
unrealised foreign exchange losses on intercompany borrowings in an operating
entity where the Group has developed plans for their realisation, and
sufficient future taxable profits are expected to be available to utilise
these tax deductions.
2(c). Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are discussed below.
Derivatives valuation
The group manages its interest rate risk using interest rate swap agreements.
These are classified as financial instruments and recognised at fair value at
the reporting date. The fair value is dependent on the future interest rate
forward yield curve at the reporting date. This can have a material impact on
the fair value of the interest rate swaps between periods. A 100 basis point
movement will result in a change in value of US$15.5 million which will be
recognised either in the income statement or in other comprehensive income
depending
on if hedge accounting has been applied and effective in the period.
The Directors have considered whether certain other estimates included in the
financial statements meet the criteria to be key sources of estimation
uncertainty, as follows:
Impairment testing
In the previous financial year, impairment testing was considered a key source
of estimation uncertainty. In 2024, for the purpose of assessing goodwill for
impairment, CGUs are grouped on a segment basis. Given the increased level of
headroom in the Group's 2024 impairment tests, management no longer considers
impairment to be a key source of estimation uncertainty.
Provisions for litigation
Provisions and exposures to contingent liabilities related to pending
litigations or other outstanding claims subject to negotiated settlement,
mediation, arbitration or government regulation (see Note 27) are subject to
estimation uncertainty. Whilst the value of open claims across the Group is
material in aggregate, based on recent experiences of closing such cases, the
resulting adjustments are generally not material and provisions held by the
Group have accurately quantified the final amounts determined. Therefore, the
Directors consider the current provisions held by the Group to be appropriate
and do not anticipate a significant risk of a material change to the amounts
accrued and provided at 31 December 2024 within the next financial year.
Uncertain tax positions
Measurement of the Group's tax liability involves estimation of the tax
liabilities arising from transactions in tax jurisdictions for which the
ultimate tax determination is uncertain. Where there are uncertain tax
positions, the Directors assess whether it is probable that the position
adopted in tax filings will be accepted by the relevant tax authority, with
the results of this assessment determining the accounting that follows. The
Group uses tax experts in all jurisdictions when assessing uncertain tax
positions and seeks the advice of external professional advisors where
appropriate. The Group's tax provision for these matters is recognised within
current tax liabilities and in the measurement of deferred tax assets as
applicable. The provision reflects a number of estimates where the amount of
tax payable is either currently under audit by the tax authorities or relates
to a period which has yet to be audited. These areas include the tax effects
of change of control events, which are calculated based on valuations of the
company's operations in the relevant jurisdictions, and interpretation of
taxation law relating to statutory tax filings by the Group.
The nature of the items, for which a provision is held, is such that the final
outcome could vary from the amounts recognised once a final tax determination
is made. To the extent the estimated final outcome differs from the tax that
has been provided, adjustments will be made to income tax and deferred tax
balances held in the period the determination is made. Whilst the value of
open tax audit cases for all taxes across the Group is material in aggregate,
based on recent experiences of closing tax audit cases, the resulting
adjustments are generally not material and tax accruals and provisions held by
the Group have accurately quantified the final amounts determined. Therefore,
the Directors consider the current provisions held by the Group to be
appropriate and do not anticipate a significant risk of a material change to
the amounts accrued and provided at 31 December 2024 within the next financial
year.
Climate-related matters on the financial statements
The Directors have considered the effects climate-related matters may have on
the financial statements. In particular, consideration has been given to the
potential impact climate matters may have on the carrying amount of the
Group's property plant, equipment, the useful economic lives of our towers and
inventories, the impact climate change considerations and initiatives have
when assessing forecasts as part of our going concern assessment and
impairment reviews, potential financial impact that future regulatory
requirements may have on financial instruments the Group may use or the way it
assesses the recognition of assets and liabilities.
While no adjustments have been made to the carrying amount of assets and
liabilities in the current year, the Group's forecasts reflect the Group's
planned spend in respect of carbon-intensity reduction targets. The Directors
will continue to assess the impact climate-related matters may have on the
financial position and performance of the Group and reflect those in future
financial statements.
3. Segmental reporting
The following segmental information is presented in a consistent format with
management information considered by the Group CEO, who is considered to be
the chief operating decision maker (CODM). Operating segments are determined
based on geographical location. All operating segments have the same business
of operating and maintaining telecoms towers and renting space on such towers.
Accounting policies are applied consistently for all operating segments. The
segment operating result used by the CODM is Adjusted EBITDA, which is defined
in Note 4.
Middle
East &
North Africa4 East &
West
Africa5
Central & Southern
Africa6
Corporate Group
Oman Tanzania Other DRC Other
For the year to 31 December 2024 US$m US$m US$m US$m US$m US$m US$m
Revenue 68.6 242.1 83.4 296.4 101.5 - 792.0
Adjusted gross margin1 81% 74% 56% 57% 62% - 65%
Adjusted EBITDA2 49.3 171.1 39.3 150.7 48.6 (38.0) 421.0
Adjusted EBITDA margin3 72% 71% 47% 51% 48% - 53%
Financing costs
Interest costs (33.8) (34.1) (45.6) (54.8) (22.6) (1.0) (191.9)
Foreign exchange differences (0.3) 2.1 0.3 (0.4) (30.0) 6.6 (21.7)
Loss on refinancing - - - - - (5.0) (5.0)
Total finance costs (34.1) (32.0) (45.3) (55.2) (52.6) 0.6 (218.6)
Other segmental information
Non-current assets(7) 501.1 286.3 311.6 398.7 248.6 13.0 1,759.3
Property, plant and equipment additions 22.6 36.5 29.0 53.5 28.0 8.0 177.6
Property, plant and equipment depreciation and amortisation
22.2 31.3 26.6 35.8 17.6 6.8 140.3
1 Adjusted gross margin means gross profit, adding back site and
warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is profit/(loss) before tax for the year, adjusted
for finance costs, other gains and losses, interest receivable, loss on
disposal of property, plant and equipment, amortisation of intangible assets,
depreciation and impairment of property, plant and equipment, depreciation of
right-of-use assets, deal costs for aborted acquisitions, deal costs not
capitalised, share-based payments and long-term incentive plan charges, and
other adjusting items. Other adjusting items are material items that are
considered one-off by management by virtue of their size and/or incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
4 Middle East & North Africa segment reflects the Company's
operations in Oman.
5 East & West Africa segment reflects the Company's operations
in Tanzania, Senegal and Malawi.
6 Central & Southern Africa segment reflects the Company's
operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
7 Non-current assets for 2024 do not include deferred tax assets or
derivative financial assets.
Middle East &
North Africa East & West
Africa Central & Southern
Africa
Corporate Group
Oman Tanzania Other DRC Other
For the year to 31 December 2023 US$m US$m US$m US$m US$m US$m US$m
Revenue 57.5 232.5 80.1 256.9 94.0 - 721.0
Adjusted gross margin1 77% 73% 57% 54% 62% - 63%
Adjusted EBITDA2 38.5 162.3 37.5 123.0 44.6 (36.0) 369.9
Adjusted EBITDA margin3 67% 70% 47% 48% 47% - 51%
Financing costs
Interest costs (36.0) (37.8) (28.3) (54.7) (24.1) 5.7 (175.2)
Foreign exchange differences (0.6) (37.9) (31.7) 0.3 (30.2) 14.0 (86.1)
Gain on refinancing - - - - - 7.8 7.8
Total finance costs (36.6) (75.7) (60.0) (54.4) (54.3) 27.5 (253.5)
Other segmental information
Non-current assets 509.4 281.9 300.3 383.4 251.6 12.0 1,738.6
Property, plant and equipment additions 13.1 34.2 24.2 68.1 36.3 3.0 178.9
Property, plant and equipment depreciation and amortisation
23.2 47.8 29.1 51.7 27.8 7.4 187.0
1 Adjusted gross margin means gross profit, adding back site and
warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is profit/(loss) before tax for the year,
adjusted for finance costs, other gains and losses, interest receivable, loss
on disposal of property, plant and equipment, amortisation of intangible
assets, depreciation and impairment of property, plant and equipment,
depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan
charges, and other adjusting items. Other adjusting items are material items
that are considered one-off by management by virtue of their size and/or
incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
4 Middle East & North Africa segment reflects the Company's
operations in Oman.
5 East & West Africa segment reflects the Company's
operations in Tanzania, Senegal and Malawi.
6 Central & Southern Africa segment reflects the Company's
operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Customer Concentration
A significant portion of our Group revenue is derived from a small number of
large multinational customers (which operate across multiple segments). In the
year ended 31 December 2024, revenue from our top four MNO customers,
collectively accounted for 68.9% of our revenue (2023: 69.7%).
Year ended 31 December
Revenue Revenue
2024 2024 2023 2023
(US$m) US$m % US$m %
Airtel Africa 192.2 24.3% 197.1 27.4%
Vodafone/Vodacom 182.2 23.0% 154.5 21.4%
Orange 89.0 11.2% 77.5 10.8%
Axian 82.4 10.4% 73.0 10.1%
Total 545.8 68.9% 502.1 69.7%
4. Reconciliation of aggregate segment Adjusted EBITDA to profit/(loss)
before tax
The key segment operating result used by chief operating decision maker (CODM)
is Adjusted EBITDA which is also used as an Alternative Performance Measure
for the Group as a whole.
Management defines Adjusted EBITDA as profit/(loss) before tax for the year,
adjusted for finance costs, other gains and losses, interest receivable, loss
on disposal of property, plant and equipment, amortisation of intangible
assets, depreciation and impairment of property, plant and equipment,
depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan
charges, and other adjusting items. Other adjusting items are material items
that are considered one-off by management by virtue of their size and/or
incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to
company by eliminating potential differences caused by variations in capital
structures (affecting interest and finance charges), tax positions (such as
the impact of changes in effective tax rates or net operating losses) and the
age and booked depreciation on assets. The Group excludes certain items from
Adjusted EBITDA, such as loss on disposal of property, plant and equipment and
other adjusting items because it believes they are not indicative of its
underlying trading performance.
Adjusted EBITDA is reconciled to profit/(loss) before tax as follows:
2024
US$m
2023
US$m
Adjusted
EBITDA
421.0 369.9
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs(1) (1.4) (3.3)
Share-based payments and long-term incentive plan charges2 (4.7) (3.7)
Other (1.2) (0.9)
(Loss)/gain on disposal of property, plant and equipment (5.2) 3.1
Other gains and (losses) 17.1 (6.1)
Depreciation of property, plant and equipment (113.3) (160.9)
Amortisation of intangible assets (27.0) (26.1)
Depreciation of right-of-use assets (25.9) (32.0)
Interest receivable 3.4 1.3
Finance costs (218.6) (253.5)
Profit/(loss) before tax 44.2 (112.2)
1 Deal costs comprise costs related to potential acquisitions
and the exploration of investment opportunities, which cannot be capitalised.
These comprise employee costs, professional fees, travel costs and set-up
costs incurred prior to operating activities commencing.
2 Share-based payments and long-term incentive plan charges and
associated costs.
5a. Operating profit
Operating profit is stated after charging the following:
2024 2023
US$m US$m
Cost of inventory expensed 131.0 125.1
Auditor remuneration (see Note 5b) 3.1 2.9
Loss/(gain) on disposal of property, plant and equipment 5.2 (3.1)
Depreciation and amortisation 166.2 219.0
Staff costs (Note 6) 47.7 42.3
5b. Audit remuneration
2024 2023
US$m US$m
Statutory audit of the Company's annual accounts 0.7 0.8
Statutory audit of the Group's subsidiaries 2.1 1.8
Audit fees 2.8 2.6
Interim review engagements 0.3 0.3
Other assurance services1 0.3 -
Audit related assurance services 0.6 0.3
Total non-audit fees 0.6 0.3
Total fees 3.4 2.9
1 Other assurance services in relation to bond issuance in the year.
6. Staff costs
Staff costs consist of the following components:
2024 2023
US$m US$m
Wages and salaries 44.0 38.9
Social security costs - employer contributions 2.8 2.6
Pension costs 0.9 0.8
47.7 42.3
An immaterial allocation of directly attributable staff costs is subsequently progress.
capitalised into the cost of capital work in
The average monthly number of employees during the year was made up as
follows:
2024 2023
Operations 320 320
Legal and regulatory 65 61
Administration 68 61
Finance and IT 119 120
Sales and marketing 39 36
611 598
7. Key management personnel compensation
2024 2023
US$m US$m
Salary, fees and bonus 3.9 3.7
Pension and benefits 0.2 0.2
Share-based payment charge 0.7 0.6
4.8 4.5
The above remuneration information relates to Directors in Helios Towers plc.
Further details can be found in the Directors' Remuneration Report of the
Annual Report.
8. Finance Income
2024 2023
US$m US$m
Bank interest receivable 3.4 1.3
9. Finance costs
2024 2023
US$m US$m
Foreign exchange differences 21.7 86.1
Interest costs 165.6 150.2
Interest costs on lease liabilities 26.3 25.0
Loss/(gain) on refinancing 5.0 (7.8)
218.6 253.5
Foreign exchange differences in 2023 also included foreign exchange effects
within the Group's overseas subsidiaries of certain intragroup US dollar
loans. Following the refinancing of certain of the Group's debt in the year,
these loans were designated part of the Group's net investment in those
subsidiaries and accordingly the related foreign exchange differences were
recorded in other comprehensive income from 2024.
10. Tax expense/(credit), tax paid and deferred tax
2024 2023
US$m US$m
(a) Tax expense/(credit):
Current tax
In respect of current year 32.8 24.7
Adjustment in respect of prior years 10.1 (0.6)
Total current tax 42.9 24.1
Deferred tax
Originating temporary differences on acquisition of subsidiary undertakings (1.0) 0.6
Originating temporary differences on capital assets and losses (28.7) (24.6)
Adjustment in respect of prior years 4.0 (0.5)
Total deferred tax (25.7) (24.5)
Total tax expense/(credit) 17.2 (0.4)
(b) Tax reconciliation:
Gain/(loss) before tax 44.2 (112.2)
Tax computed at local statutory tax rate 11.1 (26.4)
Tax effect of expenditure not deductible 32.5 20.8
Fixed asset timing differences 0.4 (3.2)
Change in deferred income tax movement not recognised 11.8 3.9
Recognition of previously unrecognised deferred tax (31.6) -
Prior year over/(under) provision 14.1 (1.2)
Minimum income taxes 3.0 0.3
Different tax rates applied in overseas jurisdictions 3.7 4.1
Other (28.0) 1.3
Total tax expense/(credit) 17.2 (0.4)
The tax relates to operating subsidiaries outside the UK, of which a majority
have a corporate income tax rate above the prevailing UK tax rate of 25%
(2023: 23.5%). The range of statutory corporate income tax rates applicable to
the Group's operating subsidiaries is between 15% and 30%.
As stipulated by local applicable law, minimum income and asset-based taxes
apply to operating entities in DRC and Senegal respectively which reported tax
losses for the year ended 31 December 2024. Minimum income tax rules do not
apply to the loss-making entities in Malawi, Oman or South Africa.
The tax charge reported in the Group consolidated financial statements
reflects losses recorded in certain holding companies in Mauritius and UK
which are not able to be group relieved against taxable profits in the
operating company jurisdictions. The tax charge for 2024 includes a one-off
benefit due to certain current tax deductions included within 'other' and the
recognition of certain previously unrecognised deferred tax assets as shown in
the tax reconciliation above.
The profits of the Mauritius entities are subject to taxation at the headline
rate of 17% (2023: 15%), with eligibility for a statutory 80% exemption,
subject to ongoing satisfaction of the Global Business License conditions.
Other than the rate changes stated above, there have been no other changes to
the local statutory tax rates.
Based on recent experience of closing tax audit cases, the provisions held by
the Group have accurately quantified the final amounts determined. The
Directors considered the current provisions held by the Group to be
appropriate.
Tax paid
2024
US$m
2023
US$m
Income
tax
(33.2) (20.9)
Total tax paid (33.2) (20.9)
Deferred tax
As deferred tax assets and liabilities are measured at the rates that are
expected to apply in the periods of the reversal, the deferred tax balance at
the balance sheet date has been calculated at the rate at which the relevant
balance is expected to be recovered or settled. Management has performed an
assessment, for all material deferred income tax assets and liabilities, to
determine the period over which the deferred income tax assets and liabilities
are forecast to be realised. The deferred tax balances are calculated by
applying the relevant statutory corporate income tax rates at the balance
sheet date.
The following are the deferred tax liabilities and assets recognised by the
Group and movements thereon during the current and prior reporting period:
Accelerated tax Temporary Tax Intangible assets Total
depreciation differences losses
US$ US$m US$m US$m US$m
1 January 2023 (3.5) 9.3 - (37.2) (31.4)
Adjustment to opening reserves (7.1) - - - (7.1)
Charge for the year (1.4) 18.9 6.4 0.7 24.6
Exchange rate differences - - - 1.6 1.6
31 December 2023 (12.0) 28.2 6.4 (34.9) (12.3)
Charge for the year (1.5) 23.4 2.6 1.0 25.5
Exchange rate differences 2.2 0.2 - (1.7) 0.7
31 December 2024 (11.3) 51.8 9.0 (35.6) 13.9
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
legal entity and the Group intends to settle its current tax assets and
liabilities on a net basis. The following is the analysis of the deferred tax
balances (after offset) for financial reporting purposes:
2024 2023
US$m US$m
Deferred tax liabilities (28.3) (25.9)
Deferred tax assets 42.2 13.6
Total 13.9 (12.3)
2024 2023
US$m US$m
Property, plant and equipment (3.2) (5.9)
Tax losses 9.2 6.5
Provisions 2.6 11.4
Unrealised foreign exchange 31.6 -
IFRS 16 2.0 1.6
Deferred tax assets 42.2 13.6
Property, plant and equipment (8.2) 5.5
Intangible assets (35.0) (39.1)
Unrealised foreign exchange 5.2 5.2
Provisions 8.9 0.4
IFRS 16 0.4 1.1
Other 0.4 1.0
Deferred tax liabilities (28.3) (25.9)
Total 13.9 (12.3)
Unrecognised deferred tax
No deferred tax asset is recognised on US$187.0 million of tax losses at the
balance sheet date, as the relevant businesses are not expected to generate
sufficient forecast future taxable profits to justify recognising the
associated deferred tax assets. Tax losses for which no deferred tax assets
were recognised are as follows: US$122.2 million are subject to expiry under
local statutory tax rules within periods of 3 to 5 years and US$64.8 million
are not expected to expire. As at the balance sheet date, the geographical
split of the unrecognised deferred tax assets in relation to losses is
Mauritius US$96.0 million (tax effect US$16.3 million), Oman US$26.2 million
(tax effect US$3.9 million), South Africa US$19.8 million (tax effect US$5.5
million), and UK US$37.2 million (tax effect US$9.3 million).
The recovery of the Group's deferred tax assets is not expected to be impacted
by any climate related risks.
11. Intangible assets
Computer
Customer Customer Colocation Non-compete software
Goodwill contracts relationships rights agreement and licence Total
US$m US$m US$m US$m US$m US$m US$m
Cost
At 1 January 2023 44.2 2.9 524.2 8.8 0.9 44.6 625.6
Additions during the year - - - - - 4.8 4.8
Effects of foreign currency exchange differences (3.5) (0.2) (3.1) (0.8) 0.1 (0.9) (8.4)
At 31 December 2023 40.7 2.7 521.1 8.0 1.0 48.5 622.0
Additions during the year - - - - - 9.4 9.4
Effects of foreign currency exchange differences - - (10.7) 0.4 - (0.6) (10.9)
Hyperinflation impacts 4.2 - 11.8 - - 1.6 17.6
At 31 December 2024 44.9 2.7 522.2 8.4 1.0 58.9 638.1
Amortisation
At 1 January 2023 - (0.7) (11.3) (2.2) (0.8) (35.4) (50.4)
Charge for year - (0.2) (19.7) (0.8) (0.2) (5.2) (26.1)
Effects of foreign currency exchange differences - 0.1 (0.5) 0.2 0.1 1.0 0.9
At 31 December 2023 - (0.8) (31.5) (2.8) (0.9) (39.6) (75.6)
Charge for year - (0.3) (18.4) (0.5) (0.1) (7.7) (27.0)
Effects of foreign currency exchange differences - - 0.7 (0.2) - 0.2 0.7
Hyperinflation impacts - - (3.9) - - (0.9) (4.8)
At 31 December 2024 - (1.1) (53.1) (3.5) (1.0) (48.0) (106.7)
Net book value
At 31 December 2024 44.9 1.6 469.1 4.9 - 10.9 531.4
At 31 December 2023 40.7 1.9 489.6 5.2 0.1 8.9 546.4
Impairment
The Group tests goodwill, irrespective of any indicators, at least annually
for impairment. All other intangible assets are tested for impairment where
there is an impairment indicator.
If any such indication exists, then the CGU's recoverable amount is estimated.
For goodwill, the recoverable amount of the related operating segments is
estimated each year as further described below.
The carrying value of goodwill at 31 December was as follows:
2024 2023
Goodwill US$m US$m
Middle East & North Africa 16.6 16.6
East & West Africa 14.6 10.3
Central & Southern Africa 13.7 13.8
Total¹ 44.9 40.7
1 Movements year-on-year relate to foreign exchange and hyperinflation
impacts.
The recoverable amount is determined based on a value in use calculation using
cash flow projections for the next five years from financial budgets approved
by the Board of Directors, which incorporates climate considerations.
Key assumptions used in value in use calculations
- number of additional colocation tenants added to towers in future periods.
These are based on estimates of the number of tower opportunities in the
relevant markets and the expected growth in these markets;
- discount rate; and
- operating cost and capital expenditure requirements.
For 2024 the key assumptions used to assess the value in use calculations were
a pre-tax discount rate of 11.0% in Middle East and North Africa, 11.7% in
East and West Africa and 14.0% in Central and Southern Africa, and an
estimated long-term growth rate of 2.0% assumed across all markets.
In the prior year goodwill was tested on a operating company basis and the key
assumptions used to assess the value in use calculations were a pre-tax
discount rate of 11.4% in South Africa, 11.4% in Senegal, 13.1% in Madagascar,
11.3% in Malawi and 10.8% in Oman, and an estimated long-term growth rates
assumed of 2.0% across all markets.
Following the goodwill impairment testing, there was sufficient headroom and
no impairments were recognised.
12. Property, plant and equipment
Fixtures and fittings Leasehold improvements
IT equipment Motor vehicles Site assets Land Total
US$m US$m US$m US$m US$m US$m US$m
Cost
At 1 January 2023 7.9 1.7 4.3 1,818.1 6.5 3.4 1,841.9
Additions 0.1 0.1 0.6 177.9 0.1 0.1 178.9
Disposals - - (0.1) (6.8) - - (6.9)
Effects of foreign currency exchange differences
(0.1) - (0.2) (80.1) (0.2) - (80.6)
Hyperinflation impacts 0.8 0.2 1.2 110.2 - 0.1 112.5
At 31 December 2023 8.7 2.0 5.8 2,019.3 6.4 3.6 2,045.8
Additions 0.3 3.4 1.5 171.7 - 0.7 177.6
Disposals (1.2) (1.9) - (25.7) - (1.7) (30.5)
Effects of foreign currency exchange differences
(0.1) - (0.1) (66.8) (0.1) - (67.1)
Hyperinflation impacts 0.1 - 0.2 91.3 - 0.1 91.7
At 31 December 2024 7.8 3.5 7.4 2,189.8 6.3 2.7 2,217.5
Depreciation
At 1 January 2023 (7.6) (1.4) (3.6) (918.0) (0.3) (3.1) (934.0)
Charge for the year (0.3) (0.3) (0.4) (159.7) (0.1) (0.1) (160.9)
Disposals - - 0.3 6.3 - - 6.6
Effects of foreign currency exchange differences
0.1 - 0.2 43.0 - - 43.3
Hyperinflation impacts (0.8) (0.2) (1.1) (80.3) - (0.1) (82.5)
At 31 December 2023 (8.6) (1.9) (4.6) (1,108.7) (0.4) (3.3) (1,127.5)
Charge for the year (0.2) (0.4) (0.6) (111.9) - (0.2) (113.3)
Disposals 1.6 0.4 - 21.3 - 1.7 25.0
Effects of foreign currency exchange differences
0.1 - 0.1 34.2 - - 34.4
Hyperinflation impacts (0.1) - (0.1) (54.9) - - (55.1)
At 31 December 2024 (7.2) (1.9) (5.2) (1,220.0) (0.4) (1.8) (1,236.5)
Net book value
At 31 December 2024 0.6 1.6 2.2 969.8 5.9 0.9 981.0
At 31 December 2023 0.1 0.1 1.2 910.6 6.0 0.3 918.3
At 31 December 2024, the Group had US$151.6 million (2023: US$184.8 million)
of expenditure recognised in the carrying amount of items of site assets that
were in the course of construction. On completion of the construction, they
will remain within the site assets balance, and depreciation will commence
when the assets are available for use.
13. Right-of-use assets
Land Buildings Motor vehicles Total
US$m US$m US$m US$m
Cost
At 1 January 2023 288.9 14.0 0.4 303.3
Additions 44.3 13.3 1.1 58.7
Disposals (19.6) (2.2) (0.2) (22.0)
Hyperinflation impacts 25.6 2.4 - 28.0
Effects of foreign currency exchange differences (12.2) (0.6) - (12.8)
At 31 December 2023 327.0 26.9 1.3 355.2
Additions 19.5 1.1 - 20.6
Disposals (3.8) (9.4) (1.1) (14.3)
Hyperinflation impacts 1.0 0.5 - 1.5
Effects of foreign exchange differences (2.8) (0.1) - (2.9)
At 31 December 2024 340.9 19.0 0.2 360.1
Depreciation
At 1 January 2023 (68.8) (7.8) (0.2) (76.8)
Charge for the year (27.2) (4.1) (0.7) (32.0)
Disposals 14.1 2.1 0.3 16.5
Hyperinflation impacts (11.4) (1.4) - (12.8)
Effects of foreign exchange differences 3.7 0.2 - 3.9
At 31 December 2023 (89.6) (11.0) (0.6) (101.2)
Charge for the year (21.5) (4.2) (0.2) (25.9)
Disposals 3.8 7.6 0.8 12.2
Hyperinflation impacts (1.0) (0.6) 0.1 (1.5)
Effects of foreign exchange differences 3.2 0.2 (0.2) 3.2
At 31 December 2024 (105.1) (8.0) (0.1) (113.2)
Net book value
At 31 December 2024 235.8 11.0 0.1 246.9
At 31 December 2023 237.4 15.9 0.7 254.0
14. Inventories
2024 2023
US$m US$m
Inventories 10.0 12.7
Inventories are primarily made up of fuel stocks of US$9.9 million (2023:
US$12.5 million) and raw materials of US$0.1 million (2023: US$0.2 million).
The impact of inventories recognised as an expense during the year in respect
of continuing operations was US$131.0 million (2023: US$125.1 million).
15. Trade and other receivables
2024 2023
US$m US$m
Trade receivables 179.8 145.2
Loss allowance (6.9) (5.4)
172.9 139.8
Contract Assets 80.3 109.1
Sundry Receivables 29.1 33.1
VAT and withholding tax receivable 23.0 15.2
305.3 297.2
2024 2023
Loss allowance US$m US$m
Balance brought forward (5.4) (5.8)
Amounts written off/derecognised - -
Net remeasurement of loss allowance (1.5) -
Unused amounts reversed - 0.4
(6.9) (5.4)
The Group measures the loss allowance for trade receivables, trade receivables
from related parties, contract assets, and other receivables at an amount
equal to lifetime expected credit losses ("ECL"). The ECL on trade receivables
are estimated using a provision matrix by reference to past default experience
of the debtor and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtors, general economic
conditions of the industry in which the debtors operate and an assessment of
both the current as well as the forecast direction of conditions at the
reporting date. Loss allowance expense is included within cost of sales in the
Consolidated Income Statement.
Additional detail on provision for expected credit loss and impairment can be
found in Note 26.
There has been no change in the estimation techniques or significant
assumptions made during the current reporting period. Interest can be charged
on past due debtors. The normal credit period of services is 30 days.
US$52.8 million of new contract assets were recognised in the year and US$10.5
million of contract assets at 31 December 2023 were recovered from customers.
Of the trade receivables balance at 31 December 2024, 99.4% (2023: 90.0%) is
due from large multinational MNOs. The Group does not hold any collateral or
other credit enhancements over these balances nor does it have a legal right
of offset against any amounts owed by the Group to the counterparty.
Debtor days
The Group calculates debtor days as set out in the table below. It considers
its most relevant customer receivables exposure on a given reporting date to
be the amount of receivables due in relation to the revenue that has been
reported up to that date. It therefore defines its net receivables as the
total trade receivables and accrued revenue, less loss allowance and deferred
income that has not yet been settled.
2024 2023
US$m US$m
Trade receivables 179.8 145.2
Accrued revenue1 7.0 10.1
Less: Loss allowance (6.9) (5.4)
Less: Deferred income2,3 (74.5) (56.5)
Net receivables 105.4 93.4
Revenue 792.0 721.0
Debtor days 49 47
1 Reported within sundry receivables.
2 Deferred income, as per Note 19, has been adjusted for US$39.9
million (2023: US$4.1 million) in respect of amounts settled by customers at
the balance sheet date and US$50 million
netted against contract assets.
3 Deferred income movement is mainly due to timing differences.
In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date. The Directors consider that
the carrying amount of trade and other receivables is approximately equal to
their fair value.
At 31 December 2024, US$18.8 million (2023: US$26.8 million) of services had
been provided to customers which had yet to meet the Group's probability
criterion for revenue recognition under the Group's accounting policies.
Revenue for these services will be recognised in the future as and when all
recognition criteria are met.
16. Prepayments
2024 2023
US$m US$m
Prepayments 36.9 42.6
Prepayments primarily comprise advance payments to suppliers.
17. Cash and cash equivalents
2024 2023
US$m US$m
Bank balances 161.0 106.6
Cash and cash equivalents comprise cash at bank and in hand.
18. Share capital and share premium
2024 2023
Number of shares (million) Number of shares
(million)
US$m US$m
Authorised, issued and fully paid ordinary shares of £0.01 each 1,052.7 13.5 1,050.5 13.5
1,052.7 13.5 1,050.5 13.5
The share capital of the Group is represented by the share capital of the
Company, Helios Towers plc. On 8 March 2024, the Company issued 2.2 million
new ordinary shares in the capital of the Company to the Employee Benefit
Trust to satisfy the vesting of share-based awards. The shares were issued at
nominal value, creating no share premium.
The treasury shares represent the cost of shares in Helios Towers plc issued
by the Company and held by the Helios Towers plc EBT to satisfy options under
the Group Share options plan. Treasury shares held by the Group as at 31
December 2024 are 2,005,178 (2023: 1,560,641). Share-based payment expense for
2024 was US$4.7 million (2023: US$3.7 million) of which US$4.6 million (2023:
US$1.6 million) was recognised in the share-based payment reserve (see page
123).
19. Trade and other payables
2024 2023
US$m US$m
Trade payables 37.9 31.3
Deferred income 64.4 60.6
Deferred consideration 29.3 33.5
Accruals 123.5 148.6
VAT, withholding tax, and other taxes payable 53.9 27.7
309.0 301.7
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 28 days (2023: 23 days). Payable days are calculated as trade
payables and payables to related parties, divided by cost of sales plus
administration expenses less staff costs and depreciation and amortisation. No
interest is charged on trade payables. The Group has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed
credit terms.
Deferred income primarily relates to service revenue which is billed in
advance. The Group recognised revenue of US$60.6 million (2023: US$9.8
million) from contract liabilities held on the balance sheet at the start of
the financial year. Contract liabilities are presented as deferred income in
the table above.
Deferred consideration relates to consideration which was contractually agreed
would be withheld at the date assets were acquired. These are payable on a
future date based on specific agreed terms.
Accruals consist of general operational accruals, accrued capital items, and
goods received but not yet invoiced.
The Directors consider the carrying amount of trade payables approximates to
their fair value due to their short-term nature.
20. Loans and bonds
2024 2023
US$m US$m
Loans and bonds 1,698.1 1,632.3
Bank overdraft 23.2 18.0
Total loans and bonds 1,721.3 1,650.3
Current 39.9 37.7
Non-current 1,681.4 1,612.6
1,721.3 1,650.3
Loans are classified as financial liabilities and measured at amortised cost.
During the year, the Group issued US$850.0 million 7.500% senior notes due
2029. The proceeds were used to wholly repurchase, or otherwise redeem, its
existing 2025 senior notes and prepay and cancel certain operating company
facilities, in addition to partially prepaying amounts drawn under its Group
term facilities.
The following table provides a breakdown of the Group's debt instruments
including currency, maturity, size and drawn amounts.
At December 2024 At
December 2023
Loan Maturity Facility US$m Drawn US$m Facility US$m Drawn US$m
Senior notes (USD) 2029 850.0 850.0 - -
Senior notes (USD) 2025 - - 650.0 650.0
Convertible Bond1 (USD) 2027 247.3 247.3 247.3 247.3
Term Facility A (USD) 2028 64.0 64.0 80.0 80.0
Term Facility B (USD) 2028 120.0 - 120.0 -
Term Facility C (USD) 2028 261.0 261.0 400.0 325.0
Revolving Credit Facility (USD) 2028 90.0 - 90.0 -
Oman Facility A (USD) 2035 187.8 187.8 200.0 200.0
Oman Facility B (OMR) 2035 40.0 14.8 40.0 -
Revolving Credit Facility (OMR) Annual 20.0 - 20.0 -
Senegal Facility A (EUR) 2027 - - 27.1 27.1
Senegal Facility B (XOF) 2027 - - 9.1 9.1
IFC Facility (EUR) 2030 - - 67.6 30.6
Minority SHL Oman (USD) 2032 45.5 42.5 45.5 42.5
Minority SHL Malawi (MWK) 2032 6.2 6.0 6.2 4.2
Bank Overdraft (USD) Quarterly 44.0 23.2 24.0 18.0
Taxes, issue costs and other - 24.7 - 16.5
Total 1,721.3 1,650.3
1 Total facility is US$300.0 million. The equity reserve component is
US$52.7 million in both years
In March 2021 the Group issued US$250.0 million of convertible bonds with a
coupon of 2.875%, due in 2027. In June 2021 the Group tapped the bond for an
aggregate principal amount of US$50.0 million, bring the total to US$300.0
million. The initial conversion price was set at US$2.9312. On initial
recognition of the convertible bond and the convertible bond tap, an equity
reserve component was recognised of US$52.7 million including transaction
costs.
21. Lease liabilities
2024 2023
US$m US$m
Short-term lease liabilities
Land 31.1 30.2
Buildings 2.1 4.7
Motor vehicles - 0.6
33.2 35.5
2024 2023
US$m US$m
Long-term lease liabilities
Land 181.6 193.1
Buildings 8.9 10.8
Motor vehicles - -
190.5 203.9
The below undiscounted cash flows do not include escalations based on CPI or
other indexes which change over time. Renewal options are considered on a
case-by-case basis with judgements around the lease term being based on
management's contractual rights and their current intentions. Refer to Note 13
for the Group's Right-of-use assets.
The total cash paid on leases in the year was US$47.7 million (2023: US$45.3
million) which includes principal and interest. The profile of the outstanding
undiscounted contractual payments fall due as follows:
Within
1 year 1-5 years US$m 5-10 years 10+ years Total
US$m US$m US$m US$m
31 December 2024 42.7 135.6 135.4 344.5 658.2
31 December 2023 44.4 139.8 138.6 350.6 673.4
22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of
the reporting period. This is total revenue which is contractually due to the
Group, subject to the performance of the obligation of the Group related to
these revenues. Management refers to this as contracted revenue.
2024
2023
US$m
Total contracted revenue 5,114.7 5,417.2
Contracted revenue
The following table provides our total undiscounted contracted revenue by
country as at 31 December 2024 for each year from 2025 to 2029, with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2024 held constant. Our contracted revenue
calculation for each year presented assumes:
- no escalation in fee rates;
- no increases in sites or tenancies other than our committed tenancies;
- our customers do not utilise any cancellation allowances set forth in their
MLAs;
- no termination of existing customer MLAs prior to their current term; and
- no automatic renewal.
As at 31 December 2024, total contracted revenue was US$5.1 billion (2023:
US$5.4 billion), with an average remaining life of 6.9 years (2023: 7.8
years).
Year ended 31 December
(US$m) 2025 2026 2027 2028 2029
Middle East & North Africa 55.6 55.5 55.5 55.5 55.5
East & West Africa 300.0 259.0 245.6 238.9 235.8
Central & Southern Africa 361.1 322.0 287.6 270.8 214.8
Total 716.7 636.5 588.7 565.2 506.1
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this Note. Key management personnel comprise Executive and Non-Executive
Directors of Helios Towers plc.
Compensation of key management personnel is disclosed in Note 7. There were no
other related party transactions during the financial year.
24. Other gains and (losses)
2024 2023
US$m US$m
Fair value gain on embedded derivative financial instruments 0.3 2.1
Net monetary gain/(loss) on hyperinflation 16.9 (7.9)
Fair value movement on forward contracts (0.1) (0.3)
17.1 (6.1)
Further detail can be found in Note 26 and 2a in respect of hyperinflation.
25. Share-based payments
Pre-IPO LTIP
Ahead of the IPO certain Directors, former Directors, Senior Managers and
employees of the Group were granted nil-cost options in respect of shares up
to an aggregate value of US$10 million based on an offer price of £1.15 and a
US Dollar to pounds Sterling conversion rate of US$1:£0.7948 (the HT LTIP).
The Company issued 6,557,668 shares to the trustee of the Trust (or as it
directs) immediately prior to IPO in order to satisfy future settlement of
awards under the HT LTIP and nil-cost options under the HT MIPs. The Trust is
consolidated into the Group.
These options became exercisable in tranches over a three-year period
post-IPO. The award participants were entitled to exercise some of the share
options on IPO. The remaining vested options lapse in 2025.
Number of options 2024 2023
As at 1 January 522,053 774,553
Granted during the year - -
Exercised during the year (40,566) (252,500)
Forfeited during the year - -
At 31 December 481,487 522,053
Of which:
Vested and exercisable 481,487 522,053
Unvested - -
Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a
probability-weighted expected returns methodology, which is an appropriate
future-orientated approach when considering the fair value of options/shares
that have no intrinsic value at the time of issue. In this case the expected
future returns were estimated by reference to the expected proceeds
attributable to the underlying shares at IPO, as provided by management,
including adjustments for expected net debt, transaction costs and priority
returns to other shareholders. This is then discounted into present value
terms adopting an appropriate discount rate. The capital asset pricing
methodology was used when considering an appropriate discount rate to apply to
the pay-out expected to accrue to the share awards on realisation.
Key assumptions:
- Expected exit dates 0 to 4 years;
- Probability weightings up to 25%;
- Expected range of exit multiples up to 10.0x;
- Expected forecast Adjusted EBITDA across two scenarios (management case and
downside case) and respective probability weightings;
- Estimated proceeds per share; and
- Hurdle per share up to US$1.25.
The Group has in place one adopted discretionary share plan called the Helios
Towers plc Employee Incentive Plan 2019 (the EIP), details of which are set
out in this Note.
Employee Incentive Plan
Following admission to the London Stock Exchange, the Company has adopted a
discretionary share plan called the Helios Towers plc Employee Incentive Plan
2019 (the EIP). The EIP is designed to provide long-term incentives for senior
managers and above (including Executive Directors) to deliver long-term
shareholder returns. Participation in the plan is at the Remuneration
Committee's discretion, and no individual has a contractual right to
participate in the plan or to receive any guaranteed benefits. Shares received
under the scheme by Executive Directors will be subject to a two-year
post-vesting holding period. In all other respects the shares rank equally
with other fully paid ordinary shares on issue.
The Group has granted Long-Term Incentive Plan awards under the EIP to the
Executive Directors and selected key personnel. The equity settled awards
comprise separate tranches which vest depending upon the achievement of the
following performance targets over a
three-year period:
- Relative TSR tranche;
- Adjusted EBITDA tranche;
- ROIC tranche; and
- Impact scorecard tranche (introduced in 2023).
Set out below are summaries of options granted under the EIP.
2024 2023
Number of options Number of options
As at 1 January 16,565,765 10,534,604
Granted during the year 14,410,164 9,097,196
Lapsed during the year (1,203,386) (1,282,200)
Exercised during the year (1,207,928) (977,063)
Forfeited during the year (1,258,835) (806,772)
As at 31 December 27,305,780 16,565,765
Vested and exercisable at 31 December 1,441,907 954,734
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2024
financial year in respect of the EIP was US$3.7 million (2023: US$2.1
million). All share options outstanding as at 31 December 2024 have a weighted
average remaining contractual life of 8.4 years.
The fair value at grant date is independently determined using the Monte Carlo
model. Key assumptions used in valuing the share-based payment charge are as
follows:
2022 LTIP Award
Relative TSR Adjusted EBITDA ROIC Impact Scorecard
Grant date 28-Apr-22 28-Apr-22 28-Apr-22 28-Apr-22
Share price at grant date £1.115 £1.115 £1.115 £1.115
Fair value as a percentage of the grant price 51.6% 100% 100.0% 100.0%
Term to vest (years) 2.68 n/a n/a n/a
Expected life from grant date (years) 2.68 2.68 2.68 2.68
Volatility 47.4% n/a n/a n/a
Risk-free rate of interest 1.6% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 42.7% n/a n/a n/a
Average FTSE 250 correlation 27.7% n/a n/a n/a
Fair value per share £0.580 £1.120 £1.120 £1.120
2023 LTIP Award
Relative TSR Adjusted EBITDA ROIC Impact Scorecard
Grant date 17-May-23 17-May-23 17-May-23 17-May-23
Share price at grant date £0.918 £0.918 £0.918 £0.918
Fair value as a percentage of the grant price 42.0% 100.0% 100.0% 100.0%
Term to vest (years) 2.87 n/a n/a n/a
Expected life from grant date (years) 2.87 2.87 2.87 2.87
Volatility 38.3% n/a n/a n/a
Risk-free rate of interest 3.9% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 33.9% n/a n/a n/a
Average FTSE 250 correlation 25.5% n/a n/a n/a
Fair value per share £0.385 £0.918 £0.918 £0.918
2024 LTIP Award
Adjusted EBITDA ROIC Impact Scorecard
Relative TSR
Grant date 2-May-24 2-May-24 2-May-24 2-May-24
Share price at grant date £1.022 £1.022 £1.022 £1.022
Fair value as a percentage of the grant price 76.0% 100% 100% 100%
Term to vest (years) 2.66 n/a n/a n/a
Expected life from grant date (years) 2.66 2.66 2.66 2.66
Volatility 42.0% n/a n/a n/a
Risk-free rate of interest 4.3% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 34.0% n/a n/a n/a
Average FTSE 250 correlation 27.0% n/a n/a n/a
Fair value per share £0.780 £1.022 £1.022 £1.022
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021
AGM. In 2021, the Board granted inaugural 'HT SharingPlan' Restricted Stock
Unit (RSU) awards under the HT Global Share Purchase Plan rules. Each employee
was granted a 2021 award with a three-year vesting period. The Board also
granted similar awards in 2022, 2023 and 2024, again with a three-year vesting
period.
All employees were granted awards of equal value and on the same terms. The
vesting of the awards is subject to continued employment with the Group.
2024 2023
Number of Number of RSUs
RSUs
As at 1 January 3,265,037 1,684,018
Granted during the year 1,480,813 1,762,150
Forfeited during the year (283,488) (143,483)
Vested during the year (506,969) (37,648)
As at 31 December 3,955,393 3,265,037
Deferred Bonuses
2024 2023
As at 1 January 85,755 85,755
Granted during the year 141,170 -
Forfeited during the year - -
Vested during the year (36,583) -
As at 31 December 190,342 85,755
26. Financial instruments
Financial instrument assets and liabilities held by the Group are as follows:
31 December 31 December
2024 2023
US$m US$m
Balance brought forward (8.3) 2.8
Derivative financial assets:
Derivative financial instrument - 7.000% Senior Notes 2025 (6.3) 3.5
Derivative financial instrument - 7.500% Senior Notes 2029 13.5 -
Derivative financial liabilities:
Cash flow hedge reserve movement 8.8 (14.6)
Balance carried forward 7.7 (8.3)
In June 2024 the Group wholly repurchased, or otherwise redeemed, its 7.000%
Senior Notes 2025, of which US$650.0 million was outstanding at the time,
using proceeds from its US$850.0 million 7.500% Senior Notes 2029 issuance.
Both bonds had put and call options embedded within the terms of the Senior
Notes. The asset associated with the 2025 Notes was settled when the bonds
were repurchased, or otherwise redeemed, and the fair value of the new
derivative, associated with the 2029 Notes, was recognised as outlined below.
The derivatives value at the balance sheet date is the net of the fair values
of the derivative financial assets and the derivative financial liabilities.
The asset element represents the fair value of the put and call options
embedded within the terms of the 7.500% Senior Notes 2029. The call options
give the Group the right to redeem the Senior Notes instruments at a date
prior to the maturity date (4 June 2029), in certain circumstances and at a
premium over the initial notional amount. The put option provides the holders
with the right (and the Group with an obligation) to settle the Senior Notes
before their redemption date in the event of a change in control resulting in
a rating downgrade (as defined in the terms of the Senior Notes, which also
includes a major asset sale), and at a premium over the initial notional
amount. The liability at the balance sheet date represents the fair value of
the cash flow hedge reserve entered in 2023, to hedge against foreign currency
risk. The fair value of the cash flow hedge reserve will continue to reduce as
the Group approaches the maturity date. Further detail can be found in Note
26f.
Fair value measurements
Some of the Group's financial derivatives are measured at fair value at the
end of each reporting period. The information set out below provides data
about how the fair values of these financial assets and financial liabilities
are determined (in particular, the valuation technique(s) and inputs used).
For those financial instruments measured at fair value, the Group has
categorised them into a three-level fair value hierarchy based on the priority
of the inputs to the valuation technique in accordance with IFRS 13. The
hierarchy gives the highest priority to quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). If the inputs used to measure fair value fall
within different levels of the hierarchy, the category level is based on the
lowest priority level input that is significant to the fair value measurement
of the instrument in its entirety. There are no financial instruments which
have been categorised as Level 1. There were no transfers between the levels
in the year. Further information with regards to fair value measurements of
derivatives can be found at Note 26e.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance. The
capital structure of the Group consists of debt, which includes borrowings
disclosed in Notes 20 and 21, cash and cash equivalents and equity
attributable to equity holders of the Company, comprising issued capital,
reserves and retained earnings as disclosed in the Consolidated Statement of
Changes in Equity. The Group's net leverage has reduced from 4.4x to 4.0x over
the last 12 months and the Group has aspirations to reduce this further. See
page 54 for further detail.
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the
year end is as follows:
2024 2023
US$m US$m
Debt (net of issue costs) 1,945.0 1,889.7
Less: cash and cash equivalents (161.0) (106.6)
Net debt 1,784.0 1,783.1
Equity attributable to the owners 3.0 (68.3)
Non-controlling interests 32.9 29.8
49.7x (46.3x)
Debt is defined as long-term and short-term loans and lease liabilities, as
detailed in Notes 20 and 21 respectively.
Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
2024 2023
US$m US$m
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents 161.0 106.6
Trade and other receivables 282.3 321.6
443.3 428.2
Fair value through profit or loss:
Derivative financial assets 13.5 6.3
456.8 434.5
Financial liabilities
Amortised cost:
Trade and other payables¹ 190.7 213.4
Bank overdraft 23.2 18.0
Lease liabilities 223.7 239.4
Loans 1,698.1 1,632.3
Minority interest buyout 4.2 4.3
2,139.9 2,107.4
Fair value through other comprehensive income:
Derivative financial liabilities 5.8 14.6
2,145.7 2,122.0
1 Deferred consideration of US$29.3 million (2023: US$33.5 million) is
included within the trade and other payables balance.
As at 31 December 2024 and 31 December 2023, the Group had no cash pledged as
collateral for financial liabilities. The Directors estimate the amortised
cost of cash and cash equivalents is approximate to fair value. The US$850.0
million bond maturing in 2029 had a carrying value of US$841.9 million at 31
December 2024 and a fair value of US$866.7 million. The US$300.0 million
convertible bond maturing in 2027 had a carrying value of US$300.0 million at
31 December 2024 and a fair value of US$262.1 million. At 31 December 2024,
the fair value of the cash flow hedge held by the Group was US$5.8 million
(2023: US$14.6 million). The Directors estimate the amortised cost of other
loans and borrowings is approximate to fair value.
Financial risk management objectives and policies
The Group's Finance function provides services to the business, coordinates
access to domestic and international financial markets, and monitors and
manages the financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and magnitude of
risks. These risks include market risk (including currency risk, fair value
interest rate risk and price risk), credit risk, liquidity risk and cash flow
interest rate risk.
The Group's overall financial risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. The Group's senior management
oversees the management of these risks. The Finance function is supported by
the Group's senior management, which advises on financial risks and the
appropriate financial risk governance framework for the Group. Key financial
risks and exposures are monitored through a monthly report to the Board of
Directors, together with an annual Board review of corporate treasury matters.
Financial risk
The principal financial risks to which the Group is exposed through its
activities are risks of changes in foreign currency exchange rates and
interest rates.
Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group
borrow funds at both fixed and floating interest rates. The risk is managed by
the Group by maintaining an appropriate mix between fixed and floating rate
borrowings and utilising interest rate swaps. At 31 December 2024 a change of
100 basis points would increase or decrease derivative financial liabilities
and equity by US$15.5 million.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies;
consequently, exposures to exchange rate fluctuations arise. The Group's main
currency exposures were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA),
Tanzanian Shilling (TZS), Central African Franc (XAF), South African Rand
(ZAR) and Malawian Kwacha (MWK) through its main operating subsidiaries. The
Group has exposure to Sterling (GBP) fluctuations on its financial assets and
liabilities, however, this is not considered material.
The carrying amounts of the Group's foreign currency denominated monetary
assets and monetary liabilities at the reporting date are as follows:
Assets Liabilities
2024 2023 2024 2023
US$m US$m US$m US$m
New Ghanaian Cedi 17.2 18.0 19.7 19.1
Malagasy Ariary 13.4 11.7 10.6 13.5
Tanzanian Shilling 100.2 61.9 101.0 85.1
South African Rand 3.1 6.1 12.7 16.0
Central African Franc 41.4 35.7 65.9 156.1
Malawian Kwacha 13.4 15.2 16.7 14.8
Omani Rial 45.3 35.5 89.5 85.7
234.0 184.1 316.1 390.3
a. Foreign currency sensitivity analysis
The following table details the Group's sensitivity to foreign exchange risk.
The percentage movement applied to the currency is based on the average
movements in the previous three annual reporting periods of the US Dollar
against the GHS, XAF, TZS, MGA, ZAR and MWK, as per the prior year process.
The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year-end for a
change in foreign currency rates. A positive number below indicates an
increase in profit and other equity where US Dollar weakens against the GHS,
XAF, TZS, ZAR, MWK or OMR. For a strengthening of US Dollar against the GHS,
XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite effect on the
profit and other equity, on the basis that all other variables remain
constant.
Impact on profit or loss
2024 2023
US$m US$m
New Ghanaian Cedi impact (0.9) (0.3)
Malagasy Ariary impact 0.2 (0.1)
Tanzanian Shilling impact (0.0) (0.7)
South African Rand impact (0.5) (0.8)
Central African Franc Impact (0.7) (3.8)
Malawian Kwacha impact (0.9) 0.1
Omani Rial impact (Pegged to USD) - -
This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS,
ZAR, MWK and OMR receivables and payables in the Group at the reporting date.
The amounts above generally correspond with the functional currency of the
relevant subsidiary and the foreign currency exposures are therefore reflected
in the Group's translation reserve.
The above sensitivities do not address the translation effects within equity
of consolidating non-US Dollar denominated subsidiaries into the Group's US
Dollar presentation currency, nor do they include the effects of foreign
currency retranslation of intragroup balances which eliminate on consolidation
and therefore have no impact on equity, but nonetheless give rise to foreign
exchange differences within the Group's other comprehensive income (see Note
9).
Credit risk management
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Default does
not occur later than when a financial asset is 90 days past due (unless the
Group has reasonable and supportable information to demonstrate that a more
lagging default criterion is more appropriate). Write-off happens at least a
year after a financial asset has become credit impaired and when management
does not have any reasonable expectations to recover the asset.
The Group has adopted a policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral where appropriate, as a
means of mitigating the risk of financial loss from defaults. In addition, we
invoice certain customers in advance of services being provided which is
recorded as deferred income until the services have been provided. The Group
uses publicly available financial information and other information provided
by the counterparty (where appropriate) to deliver a credit rating for its
major customers. As at 31 December 2024, the Group has a concentration risk
with regards to four of its largest customers.
The Group's exposure and the credit ratings of its counterparties and related
parties are continuously monitored and the aggregate value of credit risk
within the business is spread amongst a number of approved counterparties.
Credit exposure is controlled by counterparty limits that are reviewed and
approved by management. The carrying amount of the financial assets recorded
in the Financial Statements, which is net of impairment losses, represents the
Group's exposure to credit risk.
The Group uses the IFRS 9 ECL model to measure loss allowances at an amount
equal to their lifetime ECL. The loss allowance on trade receivables
represents the expected losses due to non-payment of amounts due from
customers.
In order to minimise credit risk, the Group has categorised exposures
according to their degree of risk of default. The use of a provision matrix is
based on a range of qualitative and quantitative factors, based on the Group's
historical experience, forward-looking macroeconomic data and informed credit
assessments, that are deemed to be indicative of risk of default, and range
from 1 (lowest risk of irrecoverability) to 5 (greatest risk of
irrecoverability).
The below table shows the Group's trade and other receivables balance and
associated loss allowances in each Group credit rating category.
31 December
2024
31 December 2023
Gross exposure US$m Loss Net exposure US$m Gross exposure US$m Loss allowance US$m Net
allowance exposure
Group Rating Risk Level US$m US$m
1 Remote risk 238.5 (1.9) 236.6 251.6 (0.3) 251.3
2 Low risk 30.6 (1.1) 29.5 27.0 (0.9) 26.1
3 Medium risk 0.2 - 0.2 0.9 (0.1) 0.8
4 High risk 18.7 (3.2) 15.5 5.9 (3.5) 2.4
5 Risk of loss 1.2 (0.7) 0.5 2.0 (0.6) 1.4
Total 289.2 (6.9) 282.3 287.4 (5.4) 282.0
In respect to cash and cash equivalents, the Group believe that credit risk is
not significant on the basis that cash balances are held with credit worthy
counterparties. These are reviewed on a periodic basis.
b. Liquidity risk management
The Group has long-term debt financing through Senior Loan Notes of US$850.0
million due for repayment in December 2029 and other debt as disclosed in Note
20. The Group has a revolving credit facility of US$90.0 million for funding
general corporate and working capital needs. As at 31 December 2024 the
facility was undrawn. This facility is available until December 2028. The
Group has remained compliant during the year to 31 December 2024 with all the
covenants contained in the Senior Credit facility. Please refer to Note 20 for
further information in relation to debt facilities.
Ultimate responsibility for liquidity risk management rests with the Board.
The Group manages liquidity risk by maintaining adequate reserves of liquid
funds and banking facilities and continuously monitoring forecast and actual
cash flows including consideration of appropriate sensitivities.
c. Non-derivative financial liabilities
The following tables detail the Group's remaining contractual maturity for its
non-derivative financial liabilities. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest
date on which the Group can be required to pay.
The table below includes principal cash flows.
Within
1-2 years US$m 2-5 years US$m 5+ years US$m Total
1 year
US$m
US$m
31 December 2024
Non-interest bearing 190.7 - - - 190.7
Fixed interest rate instruments 65.9 41.1 1,191.8 529.7 1,828.5
Variable interest rate instruments 13.0 13.8 374.5 132.4 533.7
269.6 54.9 1,566.3 662.1 2,552.9
31 December 2023 Non-interest bearing
213.4 - - - 213.4
Fixed interest rate instruments 44.4 789.8 438.6 350.5 1,623.3
Variable interest rate instruments 18.0 22.3 489.8 144.5 674.6
275.8 812.1 928.4 495.0 2,511.4
d. Non-derivative financial assets
The following table details the Group's expected maturity for other
non-derivative financial assets. The table below has been drawn up based on
the undiscounted contractual maturities of the financial assets except where
the Group anticipates that the cash flow will occur in a different period.
Within
1-2 years US$m 2-5 years US$m 5+ years US$m Total
1 year
US$m
US$m
31 December 2024
Non-interest bearing 282.3 - - - 282.3
Variable interest rate instruments 161.0 - - - 161.0
443.3 - - - 443.3
31 December 2023 Non-interest bearing
282.0 - - - 282.0
Variable interest rate instruments 106.6 - - - 106.6
388.6 - - - 388.6
e. Embedded derivatives
The derivatives represent the fair value of the put and call options embedded
within the terms of the Senior Notes. The call options give the Group the
right to redeem the Senior Notes instruments at a date prior to the maturity
date (04 June 2029), in certain circumstances and at a premium over the
initial notional amount. The put option provides the holders with the right
(and the Group with an obligation) to settle the Senior Notes before their
redemption date in the event of a change in control resulting in a rating
downgrade (as defined in the terms of the Senior Notes, which also includes a
major asset sale), and at a premium over the initial notional amount.
The options are fair valued using the difference model due to the lack of
publicly available information on the key valuation drivers of similar
embedded bonds preventing market participants to reliably estimate the value
of embedded put options. The options are considered a Level 3 financial
instrument in the fair value hierarchy of IFRS 13, owing to the presence of
unobservable inputs.
Where Level 1 (market observable) inputs are not available, the Helios Group
engages a third-party qualified valuer to perform the valuation. Management
works closely with the qualified external valuer to establish the appropriate
valuation techniques and inputs to the model. The Senior Notes are listed and
have an embedded derivative. The fair value of the embedded derivative is the
difference between the quoted price of the Senior Notes and the fair value of
the host contract (the Senior Notes excluding the embedded derivative). The
fair value of the Senior Notes as at the valuation date has been sourced from
an independent third-party data vendor. The fair value of the host contract is
calculated by discounting the Senior Notes' future cash flows (coupons and
principal payment) at US Dollar three-month SOFR plus Helios Towers' credit
spread. For the valuation date of 31 December 2024, a relative 5% increase in
credit spread would result in a nil valuation of the embedded derivatives.
As at the reporting date, the call option of the new bond entered into in June
2024 of US$850.0 million 7.500% Senior Notes 2029 had a fair value of US$13.5
million. This is compared to prior bond held of US$650.0 million 7.000% senior
notes 2025 which was fully repaid in June 2024, with fair value at 31 December
2023 of US$6.3 million. The put option of the new bond has a fair value of
US$0 million (31 December 2023: US$0 million). The difference in the fair
value of the call option between the two instruments is attributable the
tightening of the Group's credit spread, which is in line with the market
movement.
The key assumptions in determining the fair value are:
- the quoted price of the bond as at 31 December 2024;
- the credit spread; and
- the yield curve.
The probabilities relating to change of control and major asset sale represent
a reasonable expectation of those events occurring that would be held by a
market participant.
Within
1-2 years US$m 2-5 years US$m 5+ years US$m Total
1 year
US$m
US$m
31 December 2024 Net settled: Embedded derivatives
- - 13.5 - 13.5
- - 13.5 - 13.5
31 December 2023 Net settled: Embedded derivatives
- 6.3 - - 6.3
- 6.3 - - 6.3
f. Risk management strategy of hedge relationships
The Group's activities expose it to the financial risks of changes in interest
rates which it manages using derivative financial instruments. The objective
of cash flow hedges is principally to protect the group against adverse
interest rate movements. The Group does not use derivative financial
instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the
contract date and are subsequently re-measured to fair value at each reporting
date. See Note 2 for further detail.
For cash flow hedges, when the hedged item is recognised in the income
statement, amounts previously recognised in other comprehensive income and
accumulated in equity for the hedging instrument are reclassified to the
income statement.
If a forecast transaction is no longer expected to occur, the gain or loss
accumulated in equity is recognised immediately in the income statement.
The Group uses interest rate swaps to hedge its exposure to interest rate risk
and enters into hedge relationships where the critical terms of the hedging
instrument match with the terms of the hedged item. Therefore, the Group
expects a highly effective hedging relationship with the swap contracts and
the value of the corresponding hedged items to change systematically in the
opposite direction in response to movements in the underlying exchange rates
and interest rates. The Group therefore performs a qualitative assessment of
effectiveness. If changes in circumstances affect the terms of the hedged item
such that the critical terms no longer match with the critical terms of the
hedging instrument, the Group uses the hypothetical derivative method to
assess effectiveness.
Hedge ineffectiveness may occur due to:
a) The fair value of the hedging instrument on the hedge relationship
designation date if the fair value is not nil;
b) Changes in the contractual terms or timing of the payments on the
hedged item; and
c) A change in the credit risk of the Group or the counterparty with the
hedging instrument.
The hedge ratio for each designation will be established by comparing the
quantity of the hedging instrument and the quantity of the hedged item to
determine their relative weighting; for all of the Group's existing hedge
relationships the hedge ratio has been determined as 1:1. The fair values of
the derivative financial instruments are calculated by discounting the future
cash flows to net present values using appropriate market rates and foreign
currency rates prevailing at 31 December. The valuation basis is level 2 of
the fair value hierarchy. This classification comprises items where fair value
is determined from inputs other than quoted prices that are observable for the
asset and liability, either directly or indirectly.
The table below summaries the maturity profile of the Company's financial
liabilities based on contractual undiscounted payments.
Less than
On demand 12 months 1-2 years US$m 2-5 years US$m >5 years US$m Total
US$m US$m
US$m
31 December 2024
Financial derivatives - (1.0) (3.7) (1.5) (0.3) (6.5)
- (1.0) (3.7) (1.5) (0.3) (6.5)
Opening
Notional
balance 1 Jan (Gain)/loss Closing
balance Weighted
amounts Carrying value 2024
deferred to OCI 31 Dec 2024 average maturity
Interest Rate Swaps US$m US$m US$m US$m US$m year
USD Term Loans 394 (4.4) 14.7 8.3 4.4 2029
Less than
12 months 1-2 years 2-5 years >5 years Total US$m
On demand
US$m US$m US$m US$m
US$m
31 December 2023
Financial derivatives - 1.4 (5.5) (12.7) (2.1) (18.9)
- 1.4 (5.5) (12.7) (2.1) (18.9)
Opening
Notional
balance 1 Jan (Gain)/loss Closing
balance Weighted
amounts Carrying value 2023
deferred to OCI 31 Dec 2023 average maturity
Interest Rate Swaps US$m US$m US$m US$m US$m year
USD Term Loans 300 (14.7) - 14.7 14.7 2029
Cash flow hedges
At 31 December 2024, the Group held the following instruments to hedge
exposures to changes in foreign currency and interest rates.
1-6 months 6-12 months More than
US$m US$m 1 year US$m
Foreign currency risk Forward exchange contracts Net exposure
14.5 12.0 -
Average GBP:USD forward contract rate 1.26 1.26 -
Interest rate swaps
Notional amount 3.2 3.3 387.4
Average fixed interest rate 4.215% 4.215% 4.401%
27. Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and
make disclosures for contingent liabilities as explained in note 2b.
A claim arising from a prior period the DRC tax authorities issued a payment
collection notice for environmental taxes amounting to US$31.8 million for the
financial years 2013 to 2016.
A claim arising from a prior period is outstanding from DRC tax authorities
issued an assessment on a number of taxes amounting to US$39.9 million for the
financial years 2020 to 2022.
For the cases above, responses have been submitted to the relevant tax
authority in relation to the assessments and remain under review with local
tax experts. The Directors believe that the quantum of potential future cash
outflows in relation to these tax audits is not probable, cannot be reasonably
assessed and therefore no provision has been made for these amounts; the
balances above represent the Group's assessment of the maximum possible
exposure for the years assessed. The Directors are working with their advisers
and are in discussion with the tax authorities to bring the matters to
conclusion based on the facts.
Other individually immaterial tax, and regulatory proceedings, claims and
unresolved disputes are pending against Helios Towers in a number of
jurisdictions. The timing of resolution and potential outcome (including any
future financial obligations) of these are uncertain, but not considered
probable and therefore no provision has been recognised in relation to these
matters.
Legal claims
Other individually immaterial legal and regulatory proceedings, claims and
unresolved disputes are pending against Helios Towers in a number of
jurisdictions. The timing of resolution and potential outcome (including any
future financial obligations) of these are uncertain, but no cash outflows are
considered probable and therefore no provisions have been recognised in
relation to these matters.
28. Net debt
2023
2024
US$m
US$m
External debt1 (1,672.8) (1,650.3)
Lease liabilities (223.7) (239.4)
Cash and cash equivalents 161.0 106.6
Net debt (1,735.5) (1,783.1)
1 External debt is presented in line with the balance sheet at amortised
cost. External debt is the total loans owed to commercial banks and
institutional investors, excluding loans due to minority interest holders from
1 January 2024.
At At
1 January 31 December
2024 Cash flows Other1 2024
2024 US$m US$m US$m US$m
Cash and cash equivalents 106.6 55.0 (0.6) 161.0
External debt (1,650.3) (38.0) 15.5 (1,672.8)
Lease liabilities (239.4) 33.5 (17.8) (223.7)
Total financing liabilities (1,889.7) (4.5) (2.3) (1896.5)
Net debt (1,783.1) 50.5 (2.9) (1,735.5)
At At
1 31 December
January
2023 Cash flows Other1 2023
2023 US$m US$m US$m US$m
Cash and cash equivalents 119.6 (5.4) (7.6) 106.6
External debt (1,571.6) (75.7) (3.0) (1,650.3)
Lease liabilities (226.0) 54.1 (67.5) (239.4)
Total financing liabilities (1,797.6) (21.6) (70.5) (1,889.7)
Net debt (1,678.0) (27.0) (78.1) (1,783.1)
1 Other includes foreign exchange and non-cash interest movements.
Refer to Note 20 for further details on the year-on-year movements in loans.
29. Profit/(loss) per share
Basic profit/(loss) per share has been calculated by dividing the total
profit/(loss) for the year by the weighted average number of shares in issue
during the year after adjusting for shares held in the EBT.
To calculate diluted loss per share, the weighted average number of ordinary
shares in issue is adjusted to assume conversion of all dilutive potential
shares. Share options granted to employees where the exercise price is less
than the average market price of the Company's ordinary shares during the year
are considered to be dilutive potential shares. Where share options are
exercisable based on performance criteria and those performance criteria have
been met during the year, these options are included in the calculation of
dilutive potential shares.
The Directors believe that Adjusted EBITDA per share is a useful additional
measure to better understand the performance of the business (refer to Note
4).
Profit/(loss) per share is based on:
2024 2023
US$m US$m
Profit/(loss) after tax for the year attributable to owners of the Company 33.5 (100.1)
Adjusted EBITDA (Note 4) 421.0 369.9
2024 2023
Number Number
Weighted average number of ordinary shares used to calculate basic earnings 1,050,040,649 1,048,501,270
per share
Weighted average number of dilutive potential shares 129,993,727 119,278,686
Weighted average number of ordinary shares used to calculate diluted earnings 1,180,034,376 1,167,779,956
per share
2024 2023
Profit/(loss) per share cents cents
Basic 3 (10)
Diluted 3 (10)
2024 2023
Adjusted EBITDA per share cents cents
Basic 40 35
Diluted 36 32
The calculation of basic and diluted profit/(loss) per share is based on the
net profit/(loss) attributable to equity holders of the Company entity for the
year of US$33.5 million (2023: loss of US$100.1 million). Basic and diluted
profit/(loss) per share amounts are calculated by dividing the net loss
attributable to equity shareholders of the Company entity by the weighted
average number of shares outstanding during the year.
The calculation of Adjusted EBITDA per share and diluted EBITDA per share are
based on the Adjusted EBITDA earnings for the year of US$421.0 million (2023:
US$369.9 million).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to profit/(loss)
before tax.
30. Non-controlling Interest
Summarised financial information in respect of each of the Group's
subsidiaries that have material non-controlling interests is set out below.
The summarised financial information below represents amounts before
intragroup eliminations.
Oman
2024 2023
US$m US$m
Current assets 49.0 39.7
Non-current assets 501.1 509.4
Current liabilities (173.2) (254.6)
Non-current liabilities (250.9) (247.2)
126.0 47.3
Equity attributable to owners of the Company 80.3 33.1
Non-controlling interests 45.7 14.2
126.0 47.3
Oman
2024 2023
US$m US$m
Revenue 68.6 57.5
Expenses (81.7) (81.4)
Loss for the year (13.1) (23.9)
Loss attributable to owners of the Company (9.2) (16.7)
Loss attributable to the non-controlling interests (3.9) (7.2)
Loss for the year (13.1) (23.9)
Net cash inflow from operating activities 54.7 22.9
Net cash (outflow) from investing activities (22.0) (13.5)
Net cash inflow/(outflow) from financing activities 1.0 (2.1)
Net cash inflow 33.7 7.3
Of the total comprehensive loss attributed to non-controlling interests of
US$6.5 million (2023: loss US$11.2 million), a US$3.9 million loss relates to
Oman and the remainder relates to other immaterial non-controlling interests.
31. Subsequent events
There were no material subsequent events.
Glossary
We have prepared the Annual Report using a number of conventions, which you
should consider when reading information contained herein as follows.
All references to 'we', 'us', 'our', 'HT Group', 'Helios Towers', 'our Group'
and 'the Group' are references to Helios Towers, plc and its subsidiaries,
taken as a whole.
'2G' means the second-generation cellular telecommunications network
commercially launched on the GSM and CDMA standards.
'3G' means the third-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies.
'4G' means the fourth-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies (these speeds exceed those available for
3G).
'5G' means the fifth-generation cellular telecommunications networks. 5G does
not currently have a publicly agreed upon standard; however, it provides
high-speed data access using a range of technologies that exceed those
available for 4G.
'Adjusted EBITDA' is defined by management as profit/(loss) before tax for the
year, adjusted for finance costs, other gains and losses, interest receivable,
loss/(gain) on disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairments of property, plant and
equipment, depreciation of right-of-use assets, deal costs for aborted
acquisitions, deal costs not capitalised,
share-based payments and long-term incentive plan charges, and other adjusting
items. Adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
'Adjusted EBITDA margin' means Adjusted EBITDA divided by revenue.
'Adjusted gross margin' means Adjusted gross profit divided by revenue.
'Adjusted gross profit' means gross profit adding back site and warehouse
depreciation.
'Airtel' means Airtel Africa.
'amendment revenue' means revenue from amendments to existing site contracts
when tenants add or modify equipment, taking up additional vertical space,
wind load capacity and/or power consumption under an existing site contract.
'anchor tenant' means the primary customer occupying each site.
'Analysys Mason' means Analysys Mason Limited.
'annualised Adjusted EBITDA' means Adjusted EBITDA for the last three months
of the respective period, multiplied by four, adjusted to reflect the
annualised contribution from acquisitions that have closed in the last three
months of the respective period.
'annualised portfolio free cash flow' means portfolio free cash flow for the
respective period, adjusted to annualise for the impact of acquisitions closed
during the period.
'average remaining life' means the average of the periods through the
expiration of the term under certain agreements.
'APMs' Alternative Performance Measures are measures of financial performance,
financial position or cash flows that are not defined or specified under IFRS
but used by the Directors internally to assess the performance of the Group.
'average grid hours' or 'average grid availability' reflects the estimated
site-weighted average of grid availability per day across the Group portfolio
in the reporting year.
'Axian' means Axian Group.
'build-to-suit/BTS' means sites constructed by our Group on order by an MNO.
'CAGR' means compound annual growth rate.
'Carbon emissions per tenant' is the metric used for our intensity target. The
carbon emissions include Scope 1 and 2 emissions for the markets included in
the target and the average number of tenants is calculated using monthly data.
'colocation' means the sharing of site space by multiple customers or
technologies on the same site, equal to the sum of standard colocation tenants
and amendment colocation tenants.
'colocation tenant' means each additional tenant on a site in addition to the
primary anchor tenant and is classified as either a standard or amendment
colocation tenant.
'committed colocation' means contractual commitments relating to prospective
colocation tenancies with customers.
'Company' means Helios Towers, Ltd prior to 17 October 2019, and Helios Towers
plc on or after 17 October 2019.
'Congo Brazzaville' otherwise also known as the Republic of Congo.
'contracted revenue' means total undiscounted revenue as at that date with
local currency amounts converted at the applicable average rate for US Dollars
held constant. Our contracted revenue calculation for each year presented
assumes: (i) no escalation in fee rates; (ii) no increases in sites or
tenancies other than our committed tenancies (which include committed
colocations and/or committed anchor tenancies); (iii) our customers do not
utilise any cancellation allowances set forth in their MLAs; (iv) our
customers do not terminate MLAs early for any reason; and (v) no automatic
renewal.
'corporate capital expenditure' primarily relates to furniture, fixtures and
equipment.
'CPI' means Consumer Price Index.
'DEI' means diversity, equity and inclusion.
'downtime per tower per week' refers to the average amount of time our sites
are not powered across each week within all our nine markets.
'DRC' means Democratic Republic of the Congo.
'EBT' means Employee Benefit Trust.
'ESG' means environmental, social and governance.
'Executive Committee (ExCo)' means the Group CEO, the Group CFO, the Regional
CEOs, the Coach and Special Projects Director, the Group Chief Commercial
Officer, the Group Director of Delivery, IT and Business Excellence, the
Director of Operations and Engineering, the Group Director of People,
Organisation and Development and the General Counsel and Company Secretary.
'Executive Leadership Team (ELT)' means the ExCo, the regional directors, the
country managing directors and the functional specialists.
'Executive Management' means ExCo.
'FCA' means Financial Conduct Authority.
'FRC' means the Financial Reporting Council.
'FRS 102' means the Financial Reporting Standard Applicable in the UK and
Republic of Ireland.
'FTSE' refers to Financial Times Stock Exchange.
'free cash flow' means recurring levered free cash flow less discretionary
capital additions, cash paid for exceptional and one-off items and proceeds
from disposal of assets.
'FVTPL' means fair value through profit or loss.
'Ghana' means the Republic of Ghana.
'GHG' means greenhouse gases.
'gross debt' means non-current loans and current loans and long-term and
short-term lease liabilities.
'gross leverage' means gross debt divided by annualised Adjusted EBITDA.
'gross margin' means gross profit, adding site and warehouse depreciation,
divided by revenue.
'growth capex' or 'growth capital expenditure' relates to (i) construction of
build-to-suit sites (ii) installation of colocation tenants and (ii) and
investments in power management solutions.
'Group' means Helios Towers, Ltd (HTL) and its subsidiaries prior to 17
October 2019, and Helios Towers plc and its subsidiaries on or after 17
October 2019.
'GSMA' is the industry organisation that represents the interests of MNOs
worldwide.
'hard-currency Adjusted EBITDA' refers to Adjusted EBITDA that is denominated
in US Dollars, US$ pegged, US Dollar linked or Euro pegged.
'hard-currency Adjusted EBITDA %' refers to hard currency Adjusted EBITDA as a
% of Adjusted EBITDA.
'Helios Towers Congo Brazzaville' or 'HT Congo Brazzaville' means Helios
Towers Congo Brazzaville SASU.
'Helios Towers DRC' or 'HT DRC' means HT DRC Infraco S.A.R.L.
'Helios Towers Ghana' or 'HT Ghana' means HTG Managed Services Limited.
'Helios Towers Malawi' or 'HT Malawi' means Helios Towers Malawi Limited.
'Helios Towers Madagascar' or 'HT Madagascar' means Helios Towers Madagascar
SA.
'Helios Towers Oman' or 'HT Oman' means Oman Tech Infrastructure SAOC.
'Helios Towers plc' means the ultimate Company of the Group.
'Helios Towers Senegal' or 'HT Senegal' means Helios Towers Senegal SAU.
'Helios Towers South Africa' or 'HTSA' means Helios Towers South Africa
Holdings (Pty) Ltd and its subsidiaries.
'Helios Towers Tanzania' or 'HT Tanzania' means HTT Infraco Limited.
'IAL' means Independent Audit Limited.
'IFRS' means International Financial Reporting Standards as adopted by the
European Union.
'independent tower company' means a tower company that is not affiliated with
a telecommunications operator.
'indicative site Adjusted gross profit and profit/(loss) before tax' is for
illustrative purposes only, and based on Group average build-to- suit tower
economics as of December 2024. Site profit/(loss) before tax calculated as
indicative Adjusted gross profit per site less indicative selling, general and
administrative (SG&A), depreciation and financing costs.
'IPO' means Initial Public Offering.
'ISA' means individual site agreement.
'ISO accreditations' refers to the International Organization for
Standardization and its published standards: ISO 9001 (Quality Management),
ISO 14001 (Environmental Management), ISO 45001 (Occupational Health and
Safety), ISO 37001 (Anti-Bribery Management) and ISO 27001 (Information
Security Management).
'IVMS' means in-vehicle monitoring system.
'KPIs' means key performance indicators.
'Lean Six Sigma' is a renowned approach that helps businesses increase
productivity, reduce inefficiencies and improve the quality of output.
'lease-up' means the addition of colocation tenancies to our sites.
'Lost Time Injury Frequency Rate' means the number of lost time injuries per
one million hours worked (12-month rolling).
'LSE' means London Stock Exchange.
'LTIP' means long-term incentive plan.
'Madagascar' means Republic of Madagascar.
'Malawi' means Republic of Malawi.
'maintenance capital expenditure' means capital expenditures for periodic
refurbishments and replacement of parts and equipment to keep existing sites
in service.
'Mauritius' means the Republic of Mauritius.
'Middle East' region includes 13 countries namely Hashemite Kingdom of Jordan,
Kingdom of Bahrain, Kingdom of Saudi Arabia, Republic of Iraq, Republic of
Lebanon, State of Kuwait, Sultanate of Oman, State of Palestine, State of
Qatar, Syrian Arab Republic, The Republic of Yemen, The Islamic Republic of
Iran and The United Arab Emirates.
'MLA' means master lease agreement.
'MNO' means mobile network operator.
'mobile penetration' means the amount of unique mobile phone subscriptions as
a percentage of the total market for active mobile phones.
'MTSAs' means master tower services agreements.
'near miss' is an event not causing harm but with the potential to cause
injury or ill health.
'NED' means Non-Executive Director.
'net debt' means gross debt less cash and cash equivalents.
'net leverage' means net debt divided by last quarter annualised Adjusted
EBITDA.
'net receivables' means total trade receivables (including related parties)
and accrued revenue, less deferred income.
'OCI' means other comprehensive income.
'Oman' means Sultanate of Oman.
'Orange' means Orange S.A.
'organic tenancy growth' means the addition of BTS or colocations.
'our established markets' refers to Tanzania, DRC, Congo Brazzaville, Ghana
and South Africa.
'our markets' or 'markets in which we operate' refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal, Madagascar, Malawi and Oman.
'Percentage of employees trained in Lean Six Sigma' is the percentage of
permanent employees who have completed the Orange or Black Belt training
programme.
'population coverage' refers to the Company estimated potential population
that falls within the network coverage footprint of our towers, calculated
using WorldPop source data.
'portfolio free cash flow' defined as Adjusted EBITDA less maintenance and
corporate capital additions, payments of lease liabilities (including interest
and principal repayments of lease liabilities) and tax paid.
'PoS' means points of service, which is an MNO's antennae equipment
configuration located on a site to provide signal coverage to subscribers. At
Helios Towers, a standard PoS is equivalent to one tenant on a tower.
'power uptime' reflects the average percentage our sites are powered across
each month, and is a key component of our service offering to customers. For
comparability, figures presented only reflect portfolios that are subject to
power SLAs for both the current and prior reporting period. This includes
Tanzania, DRC, Senegal, Congo Brazzaville, South Africa, Ghana, Madagascar,
Malawi and Oman.
'Principal Shareholders' refers to Quantum Strategic Partners Ltd, Helios
Investment Partners and Albright Capital Management.
'Project 100' refers to our commitment to invest US$100 million between 2022
and 2030 on lower carbon power solutions.
'recurring levered free cash flow' (formerly levered portfolio free cash flow)
means portfolio free cash flow less net payment of interest and net change in
working capital.
'RMS' means Remote Monitoring System.
'Road Traffic Accident Frequency Rate' means the number of work-related road
traffic accidents per one million kilometres driven (12-month roll).
'ROIC' means return on invested capital and is defined as annualised portfolio
free cash flow divided by invested capital.
'rural area' while there is no global standardised definition of rural, we
have defined rural as milieu with population density per square kilometre of
up to 1,000 inhabitants. These include greenfield sites, small villages and
towns with a series of small settlement structures.
'rural coverage' is the population living within the footprint of a site
located in a rural area. 'rural sites' means sites that align to the above
definition of 'rural area'.
'Senegal' means the Republic of Senegal.
'shares' means the shares in the capital of the Company.
'Shareholders' Agreement' means the agreement entered into between the
Principal Shareholders and the Company on 15 October 2019, which grants
certain governance rights to the Principal Shareholders and sets out a
mechanism for future sales of shares in the capital of the Company.
'SHEQ' means safety, health, environment and quality.
'site acquisition' means a combination of MLAs or MTSAs, which provide the
commercial terms governing the provision of site space, and individual ISA,
which act as an appendix to the relevant MLA or MTSA, and include
site-specific terms for each site.
'site agreement' means the MLA and ISA executed by us with our customers,
which act as an appendix to the relevant MLA, and includes certain
site-specific information (for example, location and any grandfathered
equipment).
'site ROIC' is for illustrative purposes only, and based on Group average
build-to-suit tower economics as of December 2024. Site ROIC is calculated as
site portfolio free cash flow divided by indicative discretionary capital
expenditure. Site portfolio free cash flow reflects indicative Adjusted gross
profit per site less ground lease expense and non-discretionary capex.
'SLA' means service-level agreement.
'South Africa' means the Republic of South Africa.
'standard colocation' means tower space under a standard tenancy site contract
rate and configuration with defined limits in terms of the vertical space
occupied, the wind load and power consumption.
'standard colocation tenant' means a customer occupying tower space under a
standard tenancy lease rate and configuration with defined limits in terms of
the vertical space occupied, the wind load and power consumption.
'strategic suppliers' means suppliers that deliver products or provide us with
services deemed critical to executing our strategy such as site maintenance
and batteries.
'Sub-Saharan Africa' or 'SSA' means African countries that are fully or
partially located south of the Sahara.
'Tanzania' means the United Republic of Tanzania.
'telecommunications operator' means a company licensed by the government to
provide voice and data communications services.
'tenancy' means a space leased for installation of a base transmission site
and associated antennae.
'tenancy ratio' means the total number of tenancies divided by the total
number of our sites as of a given date and represents the average number of
tenants per site within a portfolio.
'tenant' means an MNO that leases vertical space on the tower and portions of
the land underneath on which it installs its equipment.
'the Code' means the UK Corporate Governance Code published by the FRC and
dated July 2018, as amended from time to time.
'the Regulations' means the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended).
'the Trustee' means the trustee(s) of the EBT.
'total colocations' means standard colocations plus amendment colocations as
of a given date.
'total cost of ownership' means the total cost of ownership for an MNO if it
were to own and operate a tower themselves, including build, finance and
operating costs.
'total recordable case frequency rate' means the total recordable injuries
that occur per one million hours worked (12-month roll).
'total tenancies' means total anchor, standard and amendment colocation
tenants as of a given date.
'tower contract' means the MLA and individual site agreements executed by us
with our customers, which act as a schedule to the relevant MLA and include
certain site-specific information (for example, location and equipment).
'towerco' means tower company, a corporation involved primarily in the
business of building, acquiring and operating telecommunications towers that
can accommodate and power the needs of multiple tenants.
'tower sites' means ground-based towers and rooftop towers and installations
constructed and owned by us on property (including a rooftop) that is
generally owned or leased by us.
'TSR' means total shareholder return.
'UK Corporate Governance Code' means the UK Corporate Governance Code
published by the Financial Reporting Council and dated July 2018, as amended
from time to time.
'UK GAAP' means the United Kingdom Generally Accepted Accounting Practice.
'upgrade capex' or 'upgrade capital expenditure' comprises structural,
refurbishment and consolidation activities carried out on selected acquired
sites.
'US-style contracts' means the structure and tenor of contracts are broadly
comparable to large US-based companies.
'Vodacom' means Vodacom Group Limited.
Disclaimer:
This release does not constitute an offering of securities or otherwise an
invitation or inducement to any person to underwrite, subscribe for or
otherwise acquire or dispose of securities in Helios Towers plc (the
'Company') or any other member of the Helios Towers group (the 'Group'), nor
should it be construed as legal, tax, financial, investment or accounting
advice. This release contains forward-looking statements which are subject to
known and unknown risks and uncertainties because they relate to future
events, many of which are beyond the Group's control. These forward-looking
statements include, without limitation, statements in relation to the
Company's financial outlook and future performance. No assurance can be given
that future results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing the Group.
You are cautioned not to rely on the forward-looking statements made in this
release, which speak only as of the date of this announcement. The Company
undertakes no obligation to update or revise any forward-looking statement to
reflect any change in its expectations or any change in events, conditions or
circumstances. Nothing in this release is or should be relied upon as a
warranty, promise or representation, express or implied, as to the future
performance of the Company or the Group or their businesses.
This release also contains non-GAAP financial information which the Directors
believe is valuable in understanding the performance of the Group. However,
non-GAAP information is not uniformly defined by all companies and therefore
it may not be comparable with similarly titled measures disclosed by other
companies, including those in the Group's industry. Although these measures
are important in the assessment and management of the Group's business, they
should not be viewed in isolation or as replacements for, but rather as
complementary to, the comparable GAAP measures.
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