Picture of Helios Towers logo

HTWS Helios Towers News Story

0.000.00%
gb flag iconLast trade - 00:00
IndustrialsAdventurousMid CapHigh Flyer

REG - Helios Towers PLC - H1 2025 Results

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250731:nRSe2869Ta&default-theme=true

RNS Number : 2869T  Helios Towers PLC  31 July 2025

 

Unaudited results for the six months ended 30 June 2025

 

Strong first half underpinning our full-year guidance

 

+9% year-on-year Adjusted EBITDA growth

 

+US$40m year-on-year free cash flow expansion

 

London, 31 July 2025: Helios Towers plc ("Helios Towers", "the Group" or "the
Company"), the independent telecommunications infrastructure company, today
announces results for the six months to 30 June 2025.

                                        H1 2025  H1 2024   YoY      Q2 2025     Q1 2025  QoQ
 Sites                                  14,515    14,185   +2%      14,515      14,417   +1%
 Tenancies                              30,617    28,574   +7%      30,617      30,074   +2%
 Tenancy ratio                          2.11x    2.01x     +0.10x   2.11x       2.09x    +0.02x
 Revenue (US$m)                         418.3    389.9     +7%      214.5       203.8    +5%
 Adjusted EBITDA (US$m)1                225.5    206.2     +9%      114.4       111.1    +3%
 Adjusted EBITDA margin1                54%      53%       +1ppt    54%         55%      -1ppt
 Operating profit (US$m)                133.1    132.3     +1%      56.5        76.6     -26%
 ROIC(1)                                13.6%    12.9%     +0.7ppt  13.6%       13.8%    -0.2ppt
 Free cash flow (US$m) (1)              29.9     -9.8      +39.7    28.4        1.5      +26.9
 Cash Generated from operations (US$m)  216.0    175.7     +23%     129.0       87.0     +48%
 Net debt (US$m)(1)                     1,719.1  1,758.9   -2%      1,719.1     1,768.5  -3%
 Net leverage(1,2)                      3.8x     4.2x      -0.4x    3.8x        4.0x     -0.2x

( )

1  Alternative Performance Measures are described in our defined terms and
conventions.

2  Calculated as per the Senior Notes definition of net debt divided by
annualised Adjusted EBITDA.

 

Tom Greenwood, Chief Executive Officer, said:

 

"Reflecting on Helios Towers' fifteenth anniversary in June, I am immensely
proud of the business we have built - one which always strives to deliver a
world-class customer experience through our talented local teams - and
underpinned by our robust and predictable business model.

 

These qualities were again reflected in our financial performance for the
first half of the year - delivering strong Adj. EBITDA growth, continued ROIC
and free cash flow expansion and further deleveraging. Accordingly, we
reaffirm our guidance for the full-year.

 

We are extremely pleased with the progress we have made as we approach the
culmination of our '2.2x by 2026' strategy. We have achieved what we set out
to, with our successful platform integration supporting free cash flow
inflection and expansion, setting the business up for the next phase of our
strategy. Our Capital Markets Day, scheduled for November 6, will outline that
new five-year strategy, our ambitious targets and new capital allocation
policy, all of which will position us to maximise value for all our
stakeholders"

 

Financial highlights

On track to deliver on FY 2025 guidance, driven by tenancy additions,
underpinned by long-term contracted revenues that feature CPI and power price
protections

 

·      Revenue increased by 7% year-on-year to US$418.3m (H1 2024:
US$389.9m), largely driven by tenancy growth

 

·      Adjusted EBITDA increased by 9% year-on-year to US$225.5m (H1
2024: US$206.2m), driven by tenancy growth

 

·      Adjusted EBITDA margin increased 1ppt year-on-year to 54% (H1
2024: 53%), driven by margin accretive tenancy ratio expansion and lower power
prices

 

·      Operating profit increased by 1% year-on-year to US$133.1m (H1
2024: US$132.3m), driven by Adjusted EBITDA growth partially offset by higher
depreciation

·      Profit after tax increased by US$55.4m, from a loss before tax of
US$24.5m to a profit of US$30.9m, driven by US$46.0m lower finance costs due
to positive foreign exchange differences and a US$29.7m improvement in other
gains and losses due to hyperinflation accounting

 

·      Recurring free cash flow(1) (RFCF) increased by 40% year-on-year
to US$69.5m, driven by Adjusted EBITDA growth

 

·      ROIC expanded by 1ppt year-on-year to 14%, driven by capital
efficient tenancy ratio expansion

 

·      Free cash flow increased by US$39.7m year-on-year to US$29.9m
principally driven by Adjusted EBITDA expansion and timing of discretionary
capex

 

·      Strong free cash flow and Adjusted EBITDA growth supported a
decrease in net leverage by 0.4x year-on-year to 3.8x (H1 2024: 4.2x) and by
0.2x quarter-on-quarter (Q1 2025: 4.0x)

o  Moody's affirmed the B1 rating and revised the outlook to positive on 16
April 2025 and Fitch upgraded to BB- on 25 April 2025

 

·      Business underpinned by long-term contracted revenues of US$5.3bn
(H1 2024: US$5.5bn), of which 99.5% is from large multinational MNOs, with an
average remaining initial life of 6.8 years (H1 2024: 7.4 years)

 

Operational highlights

Structurally high-growth markets, leading market positions and customer
experience focus supporting strong and consistent tenancy growth

 

·      Number of sites increased by 330 year-on-year to 14,515 (H1 2024:
14,185)

o  Increased by 98 quarter-on-quarter

o  Increased by 190 year-to-date

 

·      Number of tenancies increased by 2,043 year-on-year to 30,617 (H1
2024: 28,574)

o  Increased by 543 quarter-on-quarter

o  Increased by 1,211 year-to-date

 

·      Tenancy ratio increased by 0.10x year-on-year to 2.11x (H1 2024:
2.01x)

o  Increased by 0.02x quarter-on-quarter

o  Increased by 0.06x year-to-date

 

Environmental, Social and Governance (ESG)

 

·      The Group has made continued progress against its 2026
Sustainable Business Strategy targets in H1 2025:

o  156m population coverage footprint (FY 2024: 151m)

o  99.99% power uptime (FY 2024: 99.99%)

o  29% female employees (FY 2024: 29%)

o  63% employees trained in Lean Six Sigma (FY 2024: 58%)

o  95% local employees in our operating companies (FY 2024: 95%)

 

·      The Company continues to be recognised by external rating
agencies for its Sustainable Business Strategy and commitment to transparency:

o  ESG score of 'AAA' from MSCI, the highest score from the investment
research firm, was reaffirmed in February

o  Inclusion in the FTSE4Good Index for a third consecutive year

o  B score from CDP was reaffirmed in February

o  Gold rating from EcoVadis, among the top 5% of telecom companies for
sustainability performance

 

2025 Outlook and guidance(1)

 

·      The Group reaffirms its FY 2025 guidance:

o  2,000 - 2,500 tenancy additions

o  Adjusted EBITDA of US$460m - US$470m

o  Capital expenditure of US$150m - US$180m

§ Of which US$100m - US$130m and US$50m is expected to be discretionary(1)
and non-discretionary(2), respectively

o  Free cash flow of US$40m - US$60m(3)

o  Net leverage c.3.5x

 

1          Guidance assumes the Group continues to apply the same
accounting policies.

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 BST on Thursday, 31 July 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 H1 2025 Results Conference Call
(https://www.investis-live.com/heliostowers/6853e14775e117000f708950/hfege)

Event Name: H12025

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)                   +1 646 233 4753

Passcode:                    499731

 

Upcoming Conferences and Events

 

·      DB Access European TMT conference (London) - 3 to 4 September
2025

 

·      Annual Off Piste Investor Conference (Cape Town) - 17 to 18
September 2025

 

·      Helios Towers Capital Markets Day (London) - 6 November 2025

o  Click here to express interest in attending
(mailto:investorrelations@heliostowers.com?subject=I%20would%20like%20to%20attend%20the%20Helios%20Towers%20Capital%20Markets%20Day%20on%206%20November)

 

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

Andy Rivett-Carnac

Headland

+44 796 899 7365

HeliosTowers@headlandconsultancy.com
(mailto:HeliosTowers@headlandconsultancy.com)

 

Joe Hughes

Headland

+44 731 137 0016

HeliosTowers@headlandconsultancy.com
(mailto:HeliosTowers@headlandconsultancy.com)

 

About Helios Towers

 

·      Helios Towers is a leading independent telecommunications
infrastructure company, having established one of the most extensive tower
portfolios across Africa and the Middle East. 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. Profit/(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,
published on the Group's website. Reconciliations of APMs to the equivalent
statutory measure are also included in this half-year financial report.

 

 

 

Financial and Operating Review

Condensed consolidated statement of profit or loss

For the six months ended 30 June

 

                                                                           6 months ended 30 June
                                                                     Note  2025          2024

                                                                           US$m          US$m
 Revenue                                                                   418.3         389.9
 Cost of sales                                                             (210.9)       (188.9)
 Gross profit                                                              207.4         201.0
 Administrative expenses                                                   (75.1)        (68.8)
 Profit on disposal of property, plant and equipment                       0.8           0.1
 Operating profit                                                          133.1         132.3
 Interest receivable                                                       2.0           0.9
 Other gains and (losses)                                            12    15.8          (13.9)
 Finance costs                                                       7     (73.7)        (119.7)
 Profit/(loss) before tax                                            4     77.2          (0.4)
 Tax expense                                                         5     (46.3)        (24.1)
 Profit/(loss) for the period                                              30.9          (24.5)
 Other comprehensive income/(expense):
   Items that may be reclassified subsequently to profit and loss:
   Exchange differences on translation of foreign operations               37.8          (53.8)
   Cash flow hedge reserve (loss)/gain                                     (6.1)         8.8
  Total comprehensive income/(loss) for the period                         62.6          (69.5)

 Profit/(loss) attributable to:
   Owners of the Company                                                   30.4          (20.8)
   Non-controlling interests                                               0.5           (3.7)
 Profit/(loss) for the period                                              30.9          (24.5)

 Total comprehensive loss attributable to:
   Owners of the Company                                                   62.1          (66.1)
   Non-controlling interests                                               0.5           (3.4)
 Total comprehensive profit/(loss) for the period                          62.6          (69.5)

 

 

Financial and operating metrics

 

Key metrics

For the six months ended 30 June

 

                                        Group             Middle East & North Africa(3)         East & West Africa(4)            Central & Southern Africa(5)
                                        2025    2024      2025               2024               2025       2024       2025                          2024

US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
 Sites at period end                    14,515   14,185   2,576               2,546             6,534       6,430     5,405                          5,209
 Tenancies at period end                30,617   28,574   4,434               3,978             14,118      13,366    12,065                         11,230
 Tenancy ratio at period end            2.11x   2.01x     1.72x              1.56x              2.16x      2.08x      2.23x                         2.16x

 Revenue for the period                 418.3   389.9     36.8               33.8               165.2      159.9      216.3                         196.2
 Adjusted gross margin(1)               66%     65%       82%                81%                73%        68%        58%                           59%
 Adjusted EBITDA for the period(2)      225.5   206.2     26.9               24.5               112.7      101.1      106.2                         98.4
 Adjusted EBITDA Margin for the period  54%     53%       73%                72%                68%        63%        49%                           50%

( )

(1)   Adjusted gross margin means gross profit, adding back site
depreciation, divided by revenue.

(2)   Group Adjusted EBITDA for the period includes corporate costs of
US$20.3 million (2024: US$17.8 million).

(3)   Middle East & North Africa segment reflects the Company's
operations in Oman (for further information on segmental split refer to note
3).

(4)   East & West Africa segment reflects the Company's operations in
Tanzania, Senegal and Malawi.

(5)   Central & Southern Africa segment reflects the Company's
operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.

 

Total tenancies as at 30 June

 

                               Group             Middle East & North Africa(3)         East & West Africa(4)            Central & Southern Africa(5)
                               2025    2024      2025               2024               2025       2024       2025                          2024
 Standard colocation tenants   12,361   11,663   1,227               1,045              6,048      5,704      5,086                         4,914
 Amendment colocation tenants  3,741    2,726    631                 387                1,536      1,232      1,574                         1,107
 Total colocation tenants      16,102   14,389   1,858               1,432              7,584      6,936      6,660                         6,021
 Total sites                   14,515   14,185   2,576               2,546              6,534      6,430      5,405                         5,209
 Total tenancies               30,617   28,574   4,434               3,978              14,118     13,366     12,065                        11,230
 Tenancy ratio                 2.11x    2.01x    1.72x              1.56x              2.16x      2.08x      2.23x                         2.16x

 

                        Group                 Tanzania                 DRC               Congo Brazzaville                    Ghana
                        2025    2024    2025        2024        2025       2024       2025          2024          2025             2024
 Standard colocations   12,361  11,663  5,316       5,031       3,508      3,342                    193                            985

                                                                                      192                         966
 Amendment colocations  3,741   2,726   1,232       1,101       761        487        131           45            519              436
 Total colocations      16,102  14,389  6,548       6,132       4,269      3,829      323           238           1,485            1,421
 Total sites            14,515  14,185  4,252       4,176       2,712      2,593      553           549           1,098            1,097
 Total tenancies        30,617  28,574  10,800      10,308      6,981      6,422      876           787           2,583            2,518
 Tenancy ratio          2.11x   2.01x   2.54x       2.47x       2.57x      2.48x      1.58x         1.43x         2.35x            2.30x

 

                               South Africa                       Senegal                                Madagascar                    Malawi        Oman

                        2025           2024                        2025         2024         2025               2024               2025     2024     2025   2024
 Standard colocations   254            247                         136          105          166                147                596      568      1,227  1,045
 Amendment colocations  105            103                         64           40           58                 36                 240      91       631    387
 Total colocations      359            350                         200          145          224                183                836      659      1,858  1,432
 Total sites            383            382                         1,458        1,458        659                588                824      796      2,576  2,546
 Total tenancies        742            732                         1,658        1,603        883                771                1,660    1,455    4,434  3,978
 Tenancy ratio          1.94x          1.92x                       1.14x        1.10x        1.34x              1.31x              2.01x    1.83x    1.72x  1.56x

 

Revenue

Revenue increased by 7% to US$418.3m in the period ended 30 June 2025 (H1
2024: US$389.9m). The increase was largely driven by the growth in total
tenancies from 28,574 as of 30 June 2024 to 30,617 as of 30 June 2025.

 

For the period ended 30 June 2025, 99.5% of revenues were from multinational
MNOs and 67% were denominated in hard currency, being either USD, XAF/XOF
(both of which are pegged to the Euro) or OMR (which is pegged to the US
Dollar).

 

 

Contracted revenue

The following table provides our total undiscounted contracted revenue by
country as of 30 June 2025 for each of the periods from 2025 to 2029, with
local currency amounts converted at the applicable average rate for US Dollars
for the period ended 30 June 2025 held constant. Our contracted revenue
calculation for each year presented assumes: (i) no escalation in fee rates,
(ii) no increases in sites or tenancies other than our committed tenancies,
(iii) our customers do not utilise any cancellation allowances set forth in
their MSAs, (iv) our customers do not terminate MSAs early for any reason and
(v) no automatic renewal.

 

                                                    Year ended 31 December
                                 6 months to        2026    2027    2028    2029

                                 31 December 2025
                                 US$m               US$m    US$m    US$m    US$m
 Middle East & North Africa      29.8               59.4    59.4    59.4    59.4
 East & West Africa              153.7              270.4   264.3   257.9   254.8
 Central & Southern Africa       199.5              361.0   331.9   318.4   265.3
                                 383.0              690.8   655.6   635.7   579.5

 

 

The following table provides our total undiscounted contracted revenue as of
30 June 2025 over the life of the contracts with local currency amounts
converted at the applicable average rate for US Dollars for the period ended
30 June 2025 held constant. Our calculation uses the same assumptions as
above. The average remaining initial life of customer contracts is 6.8 years
(H1 2024: 7.4 years).

 

 (US$m)                    Total Committed Revenues  Percentage of Total Committed Revenues
 Large multinational MNOs  5,312.1                   99.5%
 Other                     25.8                      0.5%
                           5,337.9                   100%

 

Cost of sales and adjusted gross profit

 

                                            6 months ended 30 June
                                                    % of Revenue          % of Revenue

                                            2025                  2024
 (US$m)                                             2025          2024
 Power                                      92.6    22.1%         92.8    23.8%
 Non-power                                  50.9    12.2%         45.2    11.6%
 Cost of sales excluding site depreciation  143.5   34.3%         138.0   35.4%
 Site depreciation                          67.4    16.1%         50.9    13.1%
 Total cost of sales                        210.9   50.4%         188.9   48.5%

 

Year-on-year cost of sales increased by US$22.0m from US$188.9m in the period
ended 30 June 2024 to US$210.9m in the period ended 30 June 2025.  The
increase was primarily driven by depreciation which was higher due to
increased tenancies year-on-year and the impact of hyperinflation.

 

The Group has both annual CPI and quarterly or annual power price escalators
embedded into its customers' contracts, which provides effective protection
from inflation and power price movements on the Group's power and non-power
costs.

 

The table below shows an analysis of the cost of sales on a region-by-region
basis for the six month period ended 30 June 2025 and 2024.

 

                      Group         Middle East & North Africa          East & West Africa            Southern & Central Africa
 (US$m)               2025   2024   2025              2024              2025      2024      2025                       2024
 Power                92.6   92.8   3.9               3.6               27.6      32.2      61.1                       57.0
 Non-power            50.9   45.2   2.8               2.6               17.0      18.2      31.1                       24.4
 Site depreciation    67.4   50.9   8.4               7.9               25.9      18.0      33.1                       25.0
 Total cost of sales  210.9  188.9  15.1              14.1              70.5      68.4      125.3                      106.4

 

 

Adjusted gross profit for the period increased by 9%, driven by tenancy
growth.

                                            6 months ended 30 June
                                                     % of Revenue           % of Revenue
 (US$m)                                     2025     2025          2024     2024
 Revenue                                    418.3    100%          389.9    100.0%
 Cost of sales excluding site depreciation  (143.5)  34.3%         (138.0)  35.4%
 Adjusted gross profit                      274.8    65.7%         251.9    64.6%
 Site depreciation                          (67.4)   16.1%         (50.9)   13.1%
 Gross profit                               207.4    49.6%         201.0    51.6%

( )

 

Administrative expenses

Administrative expenses increased by US$6.3m year-on-year, to US$75.1m from
US$68.8m in the prior year. Year-on-year the administrative cost level as a
percentage of revenue has remained broadly flat at 18.0% (H1 2024: 17.6%).

 

                                                     6 months ended 30 June
                                                             % of Revenue          % of Revenue
 (US$m)                                              2025    2025          2024    2024
 Sales, general and administrative costs (SG&A)      49.1    11.7%         45.7    11.7%
 Depreciation and amortisation                       16.0    3.8%          17.0    4.4%
 Adjusting items                                     10.0    2.4%          6.1     1.5%
                                                     75.1    18.0%         68.8    17.6%

 

Operating profit

Operating profit increased 0.6% year-on-year to US$133.1m (H1 2024: US$132.3m)
driven by Adjusted EBITDA growth, partially offset by higher depreciation.

 

Other gains and losses

The gain of US$15.8m in H1 2025 (H1 2024: loss of US$13.9m) was predominantly
driven by hyperinflation accounting in Ghana and Malawi, together with a small
movement in fair value of our derivative instruments.

                                                             6 months ended 30 June
                                                             2025          2024

                                                             US$m          US$m
 Net monetary gain/(loss) on hyperinflation                  13.3          (13.8)
 Fair value gain/(loss) on derivative financial instruments  2.5           (0.1)
                                                             15.8          (13.9)

 

Finance costs

Finance costs have decreased 38% period-on-period to US$73.7m for the period
ended 30 June 2025 (30 June 2024: US$119.7m) due to a US$9.9m decrease in
interest costs to US$78.9m, driven by the refinancing in H1 2024, and a
US$32.9m positive foreign exchange difference, driven by the strengthening of
the Ghana Cedi and Central and West African Franc.

 

Tax expense

Tax expense was US$46.3 million in the period ended 30 June 2025 as compared
to US$24.1m in the period ended 30 June 2024, primarily due to strong
operating results and higher tax profitability across the operating entities.

 

The tax expense for the period is calculated by reference to the forecast full
year tax rate and applied to profits for the period, adjusted for actual tax
on adjusting items. The range of statutory income tax rates applicable to the
Group's operating subsidiaries is between 15% and 30%. A tax charge is
reported in the condensed financial statements which is above this range, as a
result of losses recorded in Mauritius and UK which are not able to be group
relieved against taxable profits in the operating company jurisdictions. No
deferred tax is recognised on the losses recorded in Mauritius and UK as they
are not likely to be utilised in the foreseeable future.

 

Based on recent experience of closing tax audit cases, the provisions held by
the Group have been materially sufficient compared to the final amounts
determined. The Directors considered the current provisions held by the Group
to be appropriate.

 

Profit/(loss) after tax

The profit after tax for the half year was US$30.9m compared to a loss of
US$24.5m in the comparative period, mainly driven by stable operating profit
together with lower finance costs and movement in other gains and losses, as
described above.

 

Other comprehensive income
Other comprehensive income for the half year was US$31.7m compared to a loss
of US$45.0m in the comparative period. This is primarily due to positive
exchange differences on the translation of non-monetary assets in our
operating entities.

 

Management cash flow

 

 (US$m)                                                                         6 months ended 30 June
                                                                                                 2025                   2024
 Adjusted EBITDA                                                                225.5                                  206.2
 Less:
 Maintenance and corporate capital additions                                    (15.8)                                 (22.6)
 Payments of lease liabilities1                                                 (20.0)                                 (26.2)
 Tax paid                                                                       (23.5)                                 (15.4)
 Portfolio free cash flow                                                       166.2                                  142.0
 Cash conversion %2                                                             74%                                    69%
 Net payment of interest3                                                       (60.5)                                 (68.3)
 Net change in working capital4                                                 (36.2)                                 (23.9)
 Recurring free cash flow                                                       69.5                                   49.8
 Discretionary capital additions5                                               (38.4)                                 (57.7)
 Cash paid for exceptional and one-off items, and proceeds on disposal assets6  (1.2)                                  (1.9)
 Free cash flow                                                                 29.9                                   (9.8)
 Net cash flow from financing activities7                                       (3.3)                                  50.2
 Net cash inflow                                                                26.6                                   40.4
 Opening cash balance                                                            161.0                                 106.6
 Foreign exchange movement                                                      (3.1)                                  (2.5)
 Closing cash balance                                                           184.5                                  144.5

 

1          Payment of lease liabilities includes interest and
principal repayments of lease liabilities.

2          Cash conversion % is calculated as portfolio free cash
flow divided by Adjusted EBITDA.

3          Net payment of interest corresponds to the net of 'Interest
paid' (including withholding tax) and 'Interest received' in the Consolidated
Statement of cash flow, excluding interest payments on lease liabilities.

4          Net change in working capital corresponds to movements in
working capital, excluding cash paid for adjusting and EBITDA adjusting items
and including movements in capital expenditure related working capital.

5          Discretionary capital additions includes acquisition,
growth and upgrade capital additions and excludes IFRS 3 accounting
adjustments.

6          Cash paid for exceptional and one-off items includes
project costs and deal costs.

7          Net cash flow from financing activities includes gross
proceeds from issue of equity share capital, share issue costs, borrowing
drawdowns, loan issue costs and repayment of loans in the condensed
consolidated statement of cash flows.

 

The Group has presented a condensed consolidated statement of cash flows for
the six months ended 30 June 2025 later in this release.

 

Cash flows from operations

Cash generated from operations was higher at US$216.0m (H1 2024: US$175.7m),
primarily driven by working capital movements.

 

Capital expenditure

The following table shows capital expenditure additions by category during the
6 months ended 30 June:

              2025                2024
              US$m  % of          US$m  % of

                    Total Capex         Total Capex
 Acquisition  -     -             5.6   7.0%
 Growth       27.0  49.9%         38.2  47.5%
 Upgrade      11.4  21.0%         13.8  17.2%
 Maintenance  13.4  24.7%         18.6  23.1%
 Corporate    2.4   4.4%          4.2   5.2%
              54.2  100.0%        80.4  100.0%

 

Trade and other receivables

Trade and other receivables increased by US$10.1m from US$305.3m as at 31
December 2024 to US$315.4m as at 30 June 2025. Strong cash collections from
customers in Q2 2025 and the timing of invoices issued to customers in respect
of services for Q3 2025 drove the lower trade receivables balance and higher
contract assets, with the overall increase attributable to higher sundry
receivables, which included an increase in supplier deposits.

 

Trade and other payables

Trade and other payables have decreased by US$14.0m from US$309.0m as at 31
December 2024 to US295.0m as at June 2025. This was primarily driven by a
decrease in deferred income of US$24.0m due to timing of invoices being issued
to customers; lower trade payables, which was predominantly offset by an
increase in accruals, and higher VAT, Withholding and other tax payable due to
timing of payments.

 

Loans and borrowings

As of 30 June 2025 and 31 December 2024 the Group's outstanding loans net of
issue costs, including minority debt and excluding lease liabilities, were
US$1,735.3m and US$1,721.3m respectively with net leverage decreasing to 3.8x
in June 2025 from 4.0x in December 2024.

 

 

 

Alternative Performance Measures

The Group has presented a number of Alternative Performance Measures ("APMs"),
which are used in addition to IFRS statutory performance measures. The Group
believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful
information on the performance of the business. These APMs are consistent with
how the business performance is planned and reported within the internal
management reporting to the Board. Some of these measures are also used for
the purposes of setting remuneration targets.

 

Adjusted EBITDA and Adjusted EBITDA margin

Definition - Management defines Adjusted EBITDA as 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 on assets. The Group excludes certain
items from Adjusted EBITDA, such as profit on disposal of property, plant and
equipment and other adjusting items because it believes they facilitate better
understanding of the Group's underlying trading performance.

 

Adjusted EBITDA is reconciled to profit/(loss) before tax as follows:

                                                                         6 months ended 30 June
                                                                         2025          2024

                                                                         US$m          US$m
 Adjusted EBITDA                                                         225.5         206.2
 Adjustments applied in arriving at Adjusted EBITDA:
 Adjusting items:
           Deal costs1                                                   (0.7)         (1.2)
           Share-based payments and long-term incentive plans2           (7.8)         (4.6)
           Other/Restructuring                                           (1.6)         (0.3)
 Gain on disposals of assets                                             0.8           0.1
 Other gains and (losses) (see note 12)                                  15.8          (13.9)
 Depreciation of property, plant and equipment                           (57.5)        (42.0)
 Depreciation of right-of-use assets                                     (13.1)        (12.9)
 Amortisation of intangibles                                             (12.5)        (13.0)
 Interest receivable                                                     2.0           0.9
 Finance costs                                                           (73.7)        (119.7)
 Profit/(loss) before tax                                                77.2          (0.4)

( )

(1)      Deal costs comprise costs related to potential acquisitions and
the exploration of investment opportunities, which cannot be capitalised.
These comprise employee costs, professional fees, travel costs and set up
costs incurred prior to operating activities commencing.

 (2)    Share-based payments and long-term incentive plan charges and     6 months ended 30 June
 associated costs.

                                                                          2025          2024

                                                                          US$m          US$m
 Adjusted EBITDA                                                          225.5         206.2
 Revenue                                                                  418.3         389.9
 Adjusted EBITDA margin                                                   54%           53%

 

 

Adjusted gross profit and adjusted gross margin

Definition - Adjusted gross profit is defined as gross profit, adding back
site depreciation. Adjusted gross margin is defined as adjusted gross profit
divided by revenue.

Purpose - These measures are used to evaluate the underlying level of gross
profitability of the operations of the business, excluding depreciation, which
is the major non-cash measure reflected in cost of sales. The Group believes
that Adjusted gross profit facilitates comparisons of operating performance
from period to period and company to company by eliminating potential
differences caused by the age and booked depreciation on assets. It is also a
proxy for the gross cash generation of its operations.

                              6 months ended 30 June
                              2025          2024

                              US$m          US$m
 Gross profit                 207.4         201.0
 Add back: site depreciation  67.4          50.9
 Adjusted gross profit        274.8         251.9
 Revenue                      418.3         389.9
 Adjusted gross margin        66%           65%

 

Recurring free cash flow and free cash flow

Definition - Recurring free cash flow is defined as Adjusted EBITDA less
maintenance and corporate capital expenditure, payments of lease liabilities
(including interest and principal repayments of lease liabilities), tax paid,
net payment of interest and net change in working capital.

Purpose - This measure is used to evaluate the cash flow generated by the
business operations after expenditure incurred on maintaining capital assets,
lease liabilities, taxes, interest and working capital movements. It is a
measure of the cash generation of the business before discretionary
expenditure.

 

 (US$m)                                                                         6 months ended 30 June
                                                                                                 2025                   2024
 Adjusted EBITDA                                                                225.5                                  206.2
 Less:
 Maintenance and corporate capital additions                                    (15.8)                                 (22.6)
 Payments of lease liabilities1                                                 (20.0)                                 (26.2)
 Tax paid                                                                       (23.5)                                 (15.4)
 Portfolio free cash flow                                                       166.2                                  142.0
 Cash conversion %2                                                             74%                                    69%
 Net payment of interest3                                                       (60.5)                                 (68.3)
 Net change in working capital4                                                 (36.2)                                 (23.9)
 Recurring free cash flow                                                       69.5                                   49.8
 Discretionary capital additions5                                               (38.4)                                 (57.7)
 Cash paid for exceptional and one-off items, and proceeds on disposal assets6  (1.2)                                  (1.9)
 Free cash flow                                                                 29.9                                   (9.8)

 

1          Payment of lease liabilities includes interest and
principal repayments of lease liabilities.

2          Cash conversion % is calculated as portfolio free cash
flow divided by Adjusted EBITDA.

3          Net payment of interest corresponds to the net of 'Interest
paid' (including withholding tax) and 'Interest received' in the Consolidated
Statement of cash flow, excluding interest payments on lease liabilities.

4          Net change in working capital corresponds to movements in
working capital, excluding cash paid for adjusting and EBITDA adjusting items
and including movements in capital expenditure related working capital.

5          Discretionary capital additions includes acquisition,
growth and upgrade capital additions and excludes IFRS 3 accounting
adjustments.

6          Cash paid for exceptional and one-off items includes
project costs and deal costs.

7          Net cash flow from financing activities includes gross
proceeds from issue of equity share capital, share issue costs, borrowing
drawdowns, loan issue costs and repayment of loans in the condensed
consolidated statement of cash flows.

 

 

Gross debt, net debt, net leverage and cash & cash equivalents

Definition - Gross debt is calculated as non-current loans, current loans, and
long-term and short-term lease liabilities, in line with the covenant
definition of the Group's senior debt. Net debt is calculated as gross debt
less cash and cash equivalents. Net leverage is calculated as net debt divided
by annualised Adjusted EBITDA.

Purpose - Net debt is a measure of the Group's net indebtedness that provides
an indicator of overall balance sheet strength. It is also a single measure
that can be used to assess both the Group's cash position and its
indebtedness. The use of the term 'net debt' does not necessarily mean that
the cash included in the net debt calculation is available to settle the
liabilities included in this measure. Net leverage is used to show how many
years it would take for a company to pay back its debt if net debt and
Adjusted EBITDA are held constant.

 

                                30 June  31 December

                                2025     2024

                                US$m     US$m
 External debt(1)               1,685.8  1,672.8
 Lease liabilities              217.8    223.7
 Gross debt                     1,903.6  1,896.5
 Cash and cash equivalents      (184.5)  (161.0)
 Net debt                       1,719.1  1,735.5
 Annualised Adjusted EBITDA(2)  457.6    436.4
 Net leverage(3)                3.8x     4.0x

(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
January 2024.

(2     ) Annualised Adjusted EBITDA calculated as per the Senior Notes
definition as the most recent fiscal quarter multiplied by 4. This is not a
forecast of future results.

(3     ) Net leverage is calculated as net debt divided by annualised
Adjusted EBITDA.

 

 

Return on invested capital

Definition - Return on invested capital ('ROIC') is defined as annualised
portfolio free cash flow divided by invested capital. Invested capital is
defined as gross property, plant and equipment and gross intangible assets,
less accumulated maintenance and corporate capital expenditure, adjusted for
IFRS 3 accounting adjustments and deferred consideration for future sites.

Purpose - This measure is used to evaluate asset efficiency and the
effectiveness of the Group's capital allocation.

 

                                                                     30 June  31 December

                                                                     2025     2024

                                                                     US$m     US$m
 Property, plant and equipment                                       1,033.8  981.0
 Accumulated depreciation                                            1,248.9  1,236.5
 Accumulated maintenance and corporate capital expenditure           (317.8)  (302.0)
 Intangible assets                                                   539.1    531.4
 Accumulated amortisation                                            119.9    106.7
 Accounting adjustments and deferred consideration for future sites  (255.7)  (240.4)
 Total invested capital                                              2,368.2  2,313.2
 Annualised portfolio free cash flow(1)                              322.1    298.4
 Return on invested capital                                          13.6%    12.9%

( )

(1)   Annualised portfolio free cash flow is calculated as portfolio free
cash flow for the last twelve months.

 

 

Risk management

The risk management and governance process has not changed since the 2024
Annual report was published and is set out on pages 38 to 43 of the 2024
Annual report (available on the Group's website at www.heliostowers.com) and
summarised as follows.

 

The creation and maintenance of the Group risk register involves the whole
business with operating company and functional head input being consolidated
by Group Compliance into a register for discussion and agreement at Executive
level prior to submission to the Audit Committee and the Board. The risk
register is updated twice a year after these discussions and a review of the
external environment for any emerging risks.

 

All risks are classified into six broad risk types: Strategic, Reputational,
Compliance (including legal), Finance, Operational and People. All risks are
assessed according to the probability and consequence of being realised and a
determination made to accept, avoid, or control and mitigate, in which case
mitigating controls are clearly defined. A risk owner for all risks is
identified.

 

During bi-annual discussions with Executive Management and functional heads of
department, potential emerging risks are also discussed. These may result from
internal developments, changes in organisational structure/personnel,
potential new products or markets being considered or changes in the external
environment such as regulatory changes, socio-economic, political or health
and safety matters.

 

Emerging risks related to sustainability, climate change, evolving legal
requirements concerning modern slavery and human rights abuses have been
identified as part of the risk management process and continue to be
monitored.

 

Principal risks and uncertainties

There has been no change in the nature, probability or potential impact of
previously identified risks as set out on pages 51 to 56 of the 2024 Annual
report (available on the Group's website at www.heliostowers.com
(http://www.heliostowers.com) ). The risks are summarised as follows:

 

- Major quality failure or breach of contract

- Non-compliance with various laws and regulations

- Economic and political instability

- Significant exchange rate movements

- Non-compliance with licence requirements

- Loss of key personnel

- Technology risk

- Failure to remain competitive

- Failure to integrate new lines of business in new markets

- Tax disputes

- Operational resilience

- Pandemic risk

- Cyber security risk

- Climate change

 

Control environment

The effectiveness of the Group's system of internal control is regularly
reviewed by the Board with specific consideration given to material financial,
operational and sustainable risks and controls, with appropriate steps taken
to address any issues identified.

 

Going concern

The Directors also considered it appropriate to prepare the condensed
consolidated financial statements on a going concern basis, as explained in
Note 1.

 

 

 

INDEPENDENT REVIEW REPORT TO HELIOS TOWERS PLC

 

Conclusion

 

We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the condensed consolidated statement of profit or
loss and other comprehensive income, the condensed consolidated statement of
financial position, the condensed consolidated statement of changes in equity,
the condensed consolidated statement of cash flows and related notes 1 to 18.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.

 

As disclosed in note 2, the annual financial statements of the group are
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".

 

Conclusion Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible
for assessing the group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly financial report, we are responsible for
expressing to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.

 

Use of our report

 

This report is made solely to the company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company, for our review work,
for this report, or for the conclusions we have formed.

 

 

 

 

Deloitte LLP

Statutory Auditor

London, United Kingdom

30 July 2025

 

Condensed consolidated statement of profit or loss and other comprehensive
income (unaudited)

For the 6 months ended 30 June 2025

 

 

 

                                                                           6 months ended 30 June
                                                                     Note  2025          2024

                                                                           US$m          US$m
 Revenue                                                                   418.3         389.9
 Cost of sales                                                             (210.9)       (188.9)
 Gross profit                                                              207.4         201.0
 Administrative expenses                                                   (75.1)        (68.8)
 Profit on disposal of property, plant and equipment                       0.8           0.1
 Operating profit                                                          133.1         132.3
 Interest receivable                                                       2.0           0.9
 Other gains and (losses)                                            12    15.8          (13.9)
 Finance costs                                                             (73.7)        (119.7)
 Profit/(loss) before tax                                            4     77.2          (0.4)
 Tax expense                                                         5     (46.3)        (24.1)
 Profit/(loss) for the period                                              30.9          (24.5)
 Other comprehensive income/(expense):
   Items that may be reclassified subsequently to profit and loss:
   Exchange differences on translation of foreign operations               37.8          (53.8)
   Cash flow hedge reserve (loss)/gain                                     (6.1)         8.8
  Total comprehensive gain/(loss) for the period                           62.6          (69.5)

 Profit/(loss) attributable to:
   Owners of the Company                                                   30.4          (20.8)
   Non-controlling interests                                               0.5           (3.7)
 Profit/(loss) for the period                                              30.9          (24.5)

 Total comprehensive profit/(loss) attributable to:
   Owners of the Company                                                   62.1          (66.1)
   Non-controlling interests                                               0.5           (3.4)
 Total comprehensive gain/(loss) for the period                            62.6          (69.5)

 

 

Earnings per share

 

 Basic profit/(loss) per share (cents)    16  2.9  (2.0)
 Diluted profit/(loss) per share (cents)  16  2.6  (2.0)

 

 

Condensed consolidated statement of financial position (unaudited)

As at 30 June 2025

 

                                     Notes  30 June 2025                              31 December 2024

                                            US$m                                      US$m
 Non-current assets
 Intangible assets                                     539.1                          531.4
 Property, plant and equipment                      1,033.8                           981.0
 Right-of-use assets                                   248.1                          246.9
 Deferred tax asset                                      26.4                         42.2
 Derivative financial assets                             16.1                         13.5
                                                    1,863.5                            1,815.0
 Current assets
 Inventories                                             12.3                         10.0
 Trade and other receivables         8                 315.4                          305.3
 Prepayments                                             25.7                         36.9
 Cash and cash equivalents                             184.5                          161.0
                                                       537.9                          513.2
 Total assets                                       2,401.4                            2,328.2

 Equity
 Share capital                                           13.5                         13.5
 Share premium                                         105.6                          105.6
 Other reserves                                         (99.5)                        (93.4)
 Convertible bond reserves                               52.7                         52.7
 Share based payment reserve                             34.0                         30.6
 Treasury shares                             (6.3)                                    (2.3)
 Translation reserve                                     18.3                         (30.3)
 Accumulated (losses)                                   (41.3)                        (71.7)
 Equity attributable to owners                           77.0                         4.7

 Non-controlling interest                                31.7                         31.2
 Total equity                                          108.7                          35.9

 Current liabilities
 Trade and other payables            10                295.0                          309.0
 Short-term lease liabilities        11                  33.3                         33.2
 Loans                               9                   24.0                         39.9
                                                       352.3                          382.1
 Non-current liabilities
 Loans                               9              1,711.3                            1,681.4
 Deferred tax liabilities                                28.3                         28.3
 Long-term lease liabilities         11                184.5                           190.5
 Derivative financial liabilities                        11.9                          5.8
 Minority interest buyout liability                        4.4                         4.2
                                                    1,940.4                           1,910.2
 Total liabilities                                  2,292.7                           2,292.3
 Total equity and liabilities                       2,401.4                           2,328.2

 

 

 

 

Condensed consolidated statement of changes in equity (unaudited)

For the 6 months ended 30 June 2025

 

                                                   Share capital  Share premium  Other reserves  Treasury shares  Share based payments reserve  Convertible bond reserves US$m  Translation reserves  Accumulated (losses)/ profits  Available to the owners of the Company  Non-controlling interest  Total

                                                   US$m           US$m           US$m            US$m             US$m                                                          US$m                  US$m                           US$m                                    US$m                      equity

                                                                                                                                                                                                                                                                                                       US$m
 Balance at 1 January 2024                         13.5           105.6          (101.7)         (1.8)            25.5                          52.7                            (56.9)                (105.2)                        (68.3)                                  29.8                      (38.5)
 Loss for the period                               -              -              -               -                -                             -                               -                     (20.8)                         (20.8)                                  (3.7)                     (24.5)
 Movement in cashflow hedge                        -              -              8.8             -                -                                                             -                     -                              8.8                                     -                         8.8
 Other comprehensive loss                          -              -              -               -                -                             -                               (54.1)                -                              (54.1)                                  0.3                       (53.8)
 Total comprehensive income/(loss) for the period  -              -              8.8             -                -                             -                               (54.1)                (20.8)                         (66.1)                                  (3.4)                     (69.5)
 Share based payments                              -              -              -               -                1.6                           -                               -                     -                              1.6                                     -                         1.6
 Transfer of treasury shares                       -              -              -               (1.9)            1.9                           -                               -                     -                              -                                       -                         -
 Translation of hyperinflationary results          -              -              -               -                -                             -                               43.6                  -                              43.6                                    -                         43.6
 Balance at 30 June 2024                           13.5           105.6          (92.9)          (3.7)            29.0                          52.7                            (67.4)                (126.0)                        (89.2)                                  26.4                      (62.8)

 Balance at 1 January 2024                         13.5           105.6          (101.7)         (1.8)            25.5                          52.7                            (56.9)                (105.2)                        (68.3)                                  29.8                      (38.5)
 Loss for the period                               -              -              -               -                -                             -                               -                     33.5                           33.5                                    (6.5)                     27.0
 Movement in cashflow hedge                        -              -              8.3             -                -                             -                               -                     -                              8.3                                     -                         8.3
 Other comprehensive loss                          -              -              -               -                -                             -                               (17.6)                -                              (17.6)                                  -                         (17.6)
 Total comprehensive income/(loss) for the period  -              -              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

 Balance at 1 January 2025                         13.5           105.6          (93.4)          (2.3)            30.6                          52.7                            (30.3)                (71.7)                         4.7                                     31.2                      35.9
 Profit for the period                             -              -              -               -                -                             -                               -                     30.4                           30.4                                    0.5                       30.9
 Movement in cashflow hedge                        -              -              (6.1)           -                -                             -                               -                     -                              (6.1)                                   -                         (6.1)
 Other comprehensive income                        -              -              -               -                -                             -                               37.8                  -                              37.8                                    -                         37.8
 Total comprehensive income for the period         -              -              (6.1)           -                -                             -                               37.8                  30.4                           62.1                                    0.5                       62.6
 Share based payments                              -              -              -               -                (0.6)                         -                               -                     -                              (0.6)                                   -                         (0.6)
 Transfer of treasury shares                       -              -              -               (4.0)            4.0                           -                               -                     -                              -                                       -                         -
 Translation of hyperinflationary results          -              -              -               -                -                             -                               10.8                  -                              10.8                                    -                         10.8
 Balance at 30 June 2025                           13.5           105.6          (99.5)          (6.3)            34.0                          52.7                            18.3                  (41.3)                         77.0                                    31.7                      108.7

 

 

 

Condensed consolidated statement of cash flows (unaudited)

For the 6 months ended 30 June 2025

 

                                                                                                                                                                                                                                                                                                                                                                                                                                  6 months ended 30 June
                                                                                                                                                                                                                                                                                                                                                                                                                            Note  2025          2024

                                                                                                                                                                                                                                                                                                                                                                                                                                  US$m          US$m
 Cash flows generated from operating activities
 Profit/(loss) for the period before                                                                                                                                                                                                                                                                                                                                                                                        4     77.2          (0.4)
 taxation

 Adjustments for:
 Other (gains) and                                                                                                                                                                                                                                                                                                                                                                                                          12    (15.8)        13.9
 losses
 Finance                                                                                                                                                                                                                                                                                                                                                                                                                          73.7          119.7
 costs
 Interest receivable                                                                                                                                                                                                                                                                                                                                                                                                              (2.0)         (0.9)
 Share-based payments and long-term incentive plans                                                                                                                                                                                                                                                                                                                                                                               7.8           4.6
 Depreciation and amortisation                                                                                                                                                                                                                                                                                                                                                                                                    83.1          67.9
 Gain on disposal of property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                (0.8)         (0.1)
 Operating cash flows before movement in working capital                                                                                                                                                                                                                                                                                                                                                                          223.2         204.7

 Movement in working capital:
 (Increase) in inventories                                                                                                                                                                                                                                                                                                                                                                                                        (1.1)         (1.0)
 Decrease/(increase) in trade and other receivables                                                                                                                                                                                                                                                                                                                                                                               9.2           (53.4)
 Decrease/(increase) in prepayments                                                                                                                                                                                                                                                                                                                                                                                               9.6           (3.7)
 (Decrease)/increase in trade and other payables                                                                                                                                                                                                                                                                                                                                                                                  (24.9)        29.1
 Cash generated from operations                                                                                                                                                                                                                                                                                                                                                                                                   216.0         175.7
 Interest paid                                                                                                                                                                                                                                                                                                                                                                                                                    (75.6)        (80.0)
 Tax                                                                                                                                                                                                                                                                                                                                                                                                                        5     (23.5)        (15.4)
 paid
 Net cash generated in operating activities                                                                                                                                                                                                                                                                                                                                                                                       116.9         80.3
 Cash flows from investing activities
 Payments to acquire property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                (77.7)        (68.3)
 Payments to acquire intangible assets                                                                                                                                                                                                                                                                                                                                                                                            -             (5.2)
 Proceeds on disposal of property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                            0.2           0.9
 Interest received                                                                                                                                                                                                                                                                                                                                                                                                                2.0           0.7
 Net cash used in investing activities                                                                                                                                                                                                                                                                                                                                                                                            (75.5)        (71.9)
 Cash flows from financing activities
 Loan drawdowns                                                                                                                                                                                                                                                                                                                                                                                                                   15.0          869.0
 Loan issue costs                                                                                                                                                                                                                                                                                                                                                                                                                 -             (15.7)
 Repayment of loans                                                                                                                                                                                                                                                                                                                                                                                                               (18.3)        (803.1)
 Repayment of lease liabilities                                                                                                                                                                                                                                                                                                                                                                                                   (17.8)        (18.2)
 Net cash generated in financing activities                                                                                                                                                                                                                                                                                                                                                                                       (21.1)        32.0
 Net increase in cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                        20.3          40.4
 Foreign exchange on translation movement                                                                                                                                                                                                                                                                                                                                                                                         3.2           (2.5)
 Cash and cash equivalents at the beginning of period                                                                                                                                                                                                                                                                                                                                                                             161.0         106.6
 Cash and cash equivalents at end of period                                                                                                                                                                                                                                                                                                                                                                                       184.5         144.5

 

 

Notes to the condensed consolidated financial statements (unaudited)

For the 6 months ended 30 June 2025

1. General Information

Helios Towers plc is an independent tower company, with operations across nine
countries. Helios Towers plc is a public limited company incorporated and
domiciled in the UK.

 

Going concern

The Directors believe that the Group is well placed to manage its business
risks successfully, despite the current uncertain economic outlook in the
wider economy. The Group's forecasts and projections, taking account of
possible changes in trading performance, show that the Group should remain
adequately liquid and should operate within the covenant levels of its current
debt facilities.

 

As part of their regular assessment of the Group's working capital and
financing position, the Directors have prepared a detailed trading and cash
flow forecast for a period which covers at least 12 months after the date of
approval of the condensed 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;

·      the availability of the Group's funding arrangements, including
loan covenants and nonreliance on facilities with covenant restrictions in
more extreme downside scenarios;

·      the status of the Group's financial arrangements;

·      progress made in developing and implementing cost reduction
programmes, climate change considerations and initiatives and operational
improvements; and

·      mitigating actions available should business activities fall
behind current expectations, including the deferral of discretionary overheads
and other expenditures.

 

In particular for the current period, the Directors have considered the
continuing impact of variable energy prices and the broader inflationary
environment on the Group's operations. Based on the foregoing considerations,
the Directors continue to consider it appropriate to adopt the going concern
basis of accounting in preparing the condensed consolidated Financial
Statements.

 

2. Accounting Policies

 

Basis of preparation

The annual financial statements of Helios Towers plc will be prepared in
accordance with United Kingdom adopted International Accounting Standards. The
condensed consolidated set of financial statements included in this
half‑yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34 'Interim Financial
Reporting'.

 

Accounting policies are consistent with those adopted in the last statutory
financial statements of Helios Towers plc and the audit opinion was
unmodified. The information as of 31 December 2024  has been extracted from
the audited financial statements of Helios Towers plc for the year ended 31
December 2024. These condensed consolidated financial statements do not
constitute statutory financial statements under the Companies Act 2006. The
condensed consolidated interim financial information for the six months ended
30 June 2025 has been reviewed by the auditor, but not audited. The
information for the year ended 31 December 2024 shown in this report does not
constitute statutory accounts for that year as defined in section 434 of the
Companies Act 2006. A copy of the statutory accounts for that year has been
delivered to the Registrar of Companies. The auditor has reported on those
accounts. Their report was unqualified, did not draw attention to any matters
by way of emphasis and did not contain a statement under section 498 (2) or
(3) of the Companies Act 2006.

 

The interim financial information for the six months ended 30 June 2025, which
has been approved by the Board of Directors, has been prepared on the basis of
the accounting policies set out in the Group's 2024 Annual Report on pages 136
to 143. The Group's 2024 Annual Report can be found on the Group's website
www.heliostowers.com. These condensed consolidated Interim Financial
Statements should be read in conjunction with the 2024 information. These
condensed Interim Financial Statements have been prepared in accordance with
IAS 34: "Interim Financial Reporting" contained in UK-adopted IFRS. There is
no significant seasonality impact in the business.

 

The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amount, event or
actions, actual results ultimately may differ from those estimates.

 

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 CODMs is Adjusted EBITDA, which is defined in
Note 4.

 

                                                                      Group Total  Corporate  East & West Africa          Central & Southern Africa         MENA
 6 months ended 30 June 2025                                                       US$m       Tanzania      Other         DRC              Other            Oman

                                                                      US$m                    US$m          US$m          US$m             US$m             US$m
 Revenue                                                              418.3        -          123.7         41.5          150.0            66.3             36.8
 Adjusted gross margin1                                               66%          -          75%           67%           55%              67%              82%
 Adjusted EBITDA(2)                                                   225.5        (20.3)     89.3          23.4          73.0             33.2             26.9
 Adjusted EBITDA margin(3)                                            54%                     72%           60%           49%              48%              73%

 Financing costs:
 Interest costs (including leases)                                    (92.6)       (14.9)     (12.7)        (15.5)        (27.7)           (5.5)            (16.3)
 Foreign exchange differences                                         18.9         (3.9)      (18.9)        (8.6)         -                50.4             (0.1)

 Total financing costs                                                (73.7)       (18.8)     (31.6)        (24.1)        (27.7)           44.9             (16.4)

 Other segmental information
 Non-current assets                                                   1,821.0      6.4        260.9         342.5         408.9            306.2            496.1
 Property, plant and equipment additions                              64.9         -          18.1          4.4           13.2             24.8             4.4
 Property, plant and equipment depreciation and amortisation          70.6         4.9        14.0          11.9          14.9             9.9              15.0

 

 

                                                                      Group Total  Corporate  East & West Africa          Central & Southern Africa         MENA
 6 months ended 30 June 2024                                                       US$m       Tanzania      Other         DRC              Other            Oman

                                                                      US$m                    US$m          US$m          US$m             US$m             US$m
 Revenue                                                              389.9        -          121.5         38.4          144.6            51.6             33.8
 Adjusted gross margin1                                               65%          -          73%           55%           57%              65%              81%
 Adjusted EBITDA(2)                                                   206.2        (17.8)     84.5          16.6          72.7             25.7             24.5
 Adjusted EBITDA margin(3)                                            53%          -          70%           43%           50%              50%              72%

 Financing costs:
 Interest costs (including leases)                                    (100.8)      (4.4)      (17.7)        (18.6)        (26.9)           (14.3)           (18.9)
 Foreign exchange differences                                         (14.0)       40.3       (22.0)        (6.7)         (0.3)            (24.9)           (0.4)
 Net costs of refinancing                                             (4.9)        (4.9)      -             -             -                -                -
 Total financing costs                                                (119.7)      31.0       (39.7)        (25.3)        (27.2)           (39.2)           (19.3)

 Other segmental information
 Non-current assets                                                   1,726.3      12.5       270.7         290.7         390.4            256.3            505.7
 Property, plant and equipment additions                              69.7         5.7        13.5          8.6           24.2             9.0              8.7
 Property, plant and equipment depreciation and amortisation          55.0         3.1        10.1          8.1           17.6             5.6              10.5

( )

( )

(1  )Adjusted gross margin means gross profit, adding back site depreciation,
divided by revenue.

(2) Adjusted EBITDA is profit/(loss) before tax for the period, adjusted for,
finance costs, other gains and losses, interest receivable, loss on disposal
of property, plant and equipment, amortisation of intangible assets,
depreciation and impairment of property, plant and equipment, depreciation of
right-of-use assets, recharged depreciation, deal costs for aborted
acquisitions, deal costs not capitalised, share-based payments and long-term
incentive plan charges, and other adjusting items.

(3) Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

 

In H1 2025 65% of the Group's revenue was generated from three customers (27%,
22%, 16% respectively), two of whom (27% and 16% of revenue) operated in both
East & West Africa and Central & Southern Africa, with the remaining
customer operating in all three segments.

 

In H1 2024 63% of the Group's revenue was generated from three customers (26%,
22% and 14% respectively), two of whom (26% and 14% of revenue) operated in
both East & West Africa and Central & Southern Africa, with the
remaining customer operating in all three segments.

4. Reconciliation of aggregate segment Adjusted EBITDA to profit/(loss) before
tax

The key segment operating result used by chief operating decision makers
(CODMs) is Adjusted EBITDA which is also an Alternative Performance Measure of
the Group as a whole, as described above on page 10.

 

                                                                         6 months ended 30 June
                                                                         2025          2024

                                                                         US$m          US$m
 Adjusted EBITDA                                                         225.5         206.2
 Adjustments applied in arriving at Adjusted EBITDA:
 Adjusting items:
           Deal costs1                                                   (0.7)         (1.2)
           Share-based payments and long-term incentive plans2           (7.8)         (4.6)
           Other restructuring                                           (1.6)         (0.3)
 Gain on disposals of assets                                             0.8           0.1
 Other gains and (losses)                                                15.8          (13.9)
 Depreciation of property, plant and equipment                           (57.5)        (42.0)
 Depreciation of right-of-use assets                                     (13.1)        (12.9)
 Amortisation of intangibles                                             (12.5)        (13.0)
 Interest receivable                                                     2.0           0.9
 Finance costs                                                           (73.7)        (119.7)
 Profit/(loss) before tax                                                77.2          (0.4)

( )

(1 )        Deal costs comprise costs related to potential
acquisitions and the exploration of investment opportunities, which cannot be
capitalised. These comprise employee costs, professional fees, travel costs
and set up costs incurred prior to operating activities commencing.

(2)        Share-based payments and long-term incentive plan charges
and associated costs.

 

 

5. Tax expense

All operating companies are profitable for tax purposes and subject to income
tax on taxable profits thereon.

 

The tax expense for the period is calculated by reference to the forecast full
year tax rate and applied to profits for the period, adjusted for actual tax
on adjusting items. The range of statutory income tax rates applicable to the
Group's operating subsidiaries is between 15% and 30%. A tax charge is
reported in the condensed financial statements which is above this range, as a
result of losses recorded in Mauritius and UK which are not able to be group
relieved against taxable profits in the operating company jurisdictions.

 

Based on recent experience of closing tax audit cases, the provisions held by
the Group have been materially sufficient compared to the final amounts
determined. The Directors considered the current provisions held by the Group
to be appropriate.

                    6 months ended 30 June
 Tax expense        2025          2024

                    US$m          US$m
 Total current tax  30.5          21.1
 Deferred tax       15.8          3.0
                    46.3          24.1

 

             6 months ended 30 June
 Tax paid    2025          2024

             US$m          US$m
 Income tax  23.5          15.4
             23.5          15.4

 

 

 

6. Derivative financial instruments

 

The derivatives at the balance sheet date represent the fair value of the put
and call options embedded within the terms of the 7.500% Senior Notes 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 options are fair valued using an option pricing model that is commonly
used by market participants to value such options and makes the maximum use of
market inputs, relying as little as possible on the entity's specific inputs
and making reference to the fair value of similar instruments in the market.
The options are considered a Level 3 financial instrument in the fair value
hierarchy of IFRS 13, owing to the presence of unobservable inputs.

 

Where Level 1 (market observable) inputs are not available, the Helios Group
engages a third party qualified valuer to perform the valuation. Management
works closely with the qualified external valuer to establish the appropriate
valuation techniques and inputs to the model. The fair value of the embedded
derivative is the difference between the quoted price of the Senior Notes and
the fair value of the host contract (the Senior Notes excluding the embedded
derivative). The fair value of the Senior Notes as at the Valuation Date has
been sourced from an independent third-party data vendor. The fair value of
the host contract is calculated by discounting the Senior Notes' future cash
flows (coupons and principal payment) at USD 3-month LIBOR plus Helios Towers'
credit spread.

 

As at the reporting date, the call option had a fair value of US$16.1m (31
December 2024: US$13.5m), while the put option had a fair value of US$nil
million (31 December 2024: US$nil million).

 

7. Finance costs

 

                                      6 months ended 30 June
                                      2025          2024

                                      US$m          US$m
 Foreign exchange (gains)/losses      (18.9)        14.0
 Interest costs                       78.9          88.8
 Interest costs on lease liabilities  13.7          12.0
 Loss/(gain) on refinancing           -             4.9
                                      73.7          119.7

 

8. Trade and other receivables

 

                                       30 June  31 December 2024

                                       2025     US$m

                                       US$m
 Trade receivables                     143.7    179.8
 Loss allowance                        (6.3)    (6.9)
                                       137.4    172.9
 Contract Assets                       99.4     80.3
 Sundry receivables                    53.0     29.1
 VAT & Withholding tax receivable      25.6     23.0
                                       315.4    305.3

 

The Group measures the loss allowance for trade receivables and trade
receivables from related parties at an amount equal to lifetime expected
credit losses ('ECL'). The expected credit losses on trade receivables are
estimated using a provision matrix by reference to past default experience of
the debtor and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtors, general economic
conditions of the industry in which the debtors operate and an assessment of
both the current as well as the forecast direction of conditions at the
reporting date. Loss allowance expense is included within cost of sales in the
condensed consolidated statement of profit or loss.

 

There has been no change in the estimation techniques or significant
assumptions made during the current reporting period. Interest can be charged
on past due debtors. The normal credit period of services between 30 and 90
days.

 

Debtor days

The Group calculates debtor days as set out in the table below. It considers
its most relevant customer receivables exposure on a given reporting date to
be the amount of receivables due in relation to the revenue that has been
reported up to that date. It therefore defines its net receivables as the
total trade receivables and accrued revenue, less loss allowance and deferred
income that has not yet been settled.

                         30 June  31 December 2024

                         2025     US$m

                         US$m
 Trade receivables1      143.7    179.8
 Accrued Revenue2        11.4     7.0
 Less: Loss allowance    (6.3)    (6.9)
 Less: Deferred income3  (51.4)   (74.5)
 Net Receivables         97.4     105.4
 Revenue                 418.3    792.0
 Debtor days             42       49

( )

(1           ) Trade receivables, including related parties.

(2)      Reported within contract assets.

(3           ) Deferred income has been adjusted for $25.0 million
(2024: $39.9million) in respect of amounts settled by customers at the balance
sheet date and $36 million (2024: $50 million) in respect of other accounting
adjustments.

 

The decrease in debtor days at 30 June 2025 is primarily due to collections
during the period.

 

In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date. The Directors consider that
the carrying amount of trade and other receivables is approximately equal to
their fair value.

 

At 30 June 2025, US$42.5m (2024: US$18.8m) 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.

 

9. Loans

                              30 June  31 December 2024

                               2025    US$m

                              US$m
 Loans, bonds and overdrafts  1,735.3  1,721.3
 Total borrowings             1,735.3  1,721.3
 Current                      24.0     39.9
 Non-current                  1,711.3  1,681.4
                              1,735.3  1,721.3

 

Loans are classified as financial liabilities and measured at amortised cost..

 

10. Trade and other payables

                                         30 June  31 December 2024

                                          2025    US$m

                                         US$m
 Trade payables                          29.2     37.9
 Deferred income                         40.4     64.4
 Deferred consideration                  28.8     29.3
 Accruals                                130.7    123.5
 VAT, Withholding and other tax payable  65.9     53.9
                                         295.0    309.0

 

Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 26 days (2024: 28 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.

 

The Directors consider the carrying amount of trade payables approximates to
their fair value due to their short-term nature.

 

 

 

11. Lease liabilities

                               30 June  31 December 2024

                                2025    US$m

                               US$m
 Short-term lease liabilities
 Land                          30.7     31.1
 Buildings                     2.3      2.1
 Motor vehicles                0.3      -
                               33.3     33.2

 

 Long-term lease liabilities
 Land                         182.5  181.6
 Buildings                    2.0    8.9
                              184.5  190.5

 

The below undiscounted cash flows do not include escalations based on CPI or
other indexes which change over time. Renewal options are considered on a case
by case basis with judgements around the lease term being based on
management's contractual rights and their current intentions.

 

The profile of the outstanding undiscounted contractual payments fall due as
follows:

 

                   Within   2-5 years  6-10 years US$m  10+ years US$m  Total

                   1 year   US$m                                         US$m

US$m
 30 June 2025      44.1     139.1      148.7            357.2           689.1

 31 December 2024  42.7     135.6      135.4            344.5           658.2

 

 

12. Other gains and (losses)

 

                                                             6 months ended
                                                             30 June 2025  30 June 2024

                                                             US$m          US$m
 Net monetary gain/(loss) on hyperinflation                  13.3          (13.8)
 Fair value gain/(loss) on derivative financial instruments  2.5           (0.1)
                                                             15.8          (13.9)

 

13. Uncompleted performance obligations

The table below represents undiscounted uncompleted performance obligations at
the end of the reporting period. This is total revenue which is contractually
due to the Group, subject to the performance of the obligation of the Group
related to these revenues.

 

                           30 June          2025           31 December 2024

                           US$m                            US$m
 Total contracted revenue  5,337.9                         5,482.3

 

 

Contracted revenue

The following table provides our total undiscounted contracted revenue by
country as of 30 June 2025 for each of the periods from 2025 to 2029, with
local currency amounts converted at the applicable average rate for US Dollars
for the period ended 30 June 2025 held constant.

 

Our contracted revenue calculation for each year presented assumes: (i) no
escalation in fee rates, (ii) no increases in sites or tenancies other than
our committed tenancies, (iii) our customers do not utilise any cancellation
allowances set forth in their MLAs; (iv) our customers do not terminate MLAs
prior their current term; and (v) no automatic renewal. The average remaining
initial life of customer contracts is 6.8 years (H1 2024: 7.4 years).

 

                                                    Year ended 31 December
                                 6 months to        2026    2027    2028    2029

                                 31 December 2025
                                 US$m               US$m    US$m    US$m    US$m
 Middle East & North Africa      29.8               59.4    59.4    59.4    59.4
 East & West Africa              153.7              270.4   264.3   257.9   254.8
 Central & Southern Africa       199.5              361.0   331.9   318.4   265.3
                                 383.0              690.8   655.6   635.7   579.5

 

 

 

 

14. Related party transactions

During the period and comparative period there were no disclosable related
party transactions.

 

15. Contingent Liabilities

The Group exercises judgement to determine whether to recognise provisions and
make disclosures for contingent liabilities. The following claims are
currently outstanding from tax authorities in the counties in which the Group
operates:

 

A claim arising for the financial years 2013 to 2016 from DRC tax authorities
for a payment collection notice for environmental taxes amounting to $31.7
million.

 

A claim arising from prior periods is outstanding from DRC tax authorities on
a number of taxes amounting to $39.4 million for the financial years from 2020
to and 2022 inclusive.

 

During the period, the Congo Brazzaville tax authorities issued a draft claim
for securities income tax, VAT and withholding tax for 2023 and 2024 for $19.3
million.

 

During the period, the Congo Brazzaville tax authorities issued a draft claim
for general taxes for 2021 and 2022 for $119.6 million.

 

The Directors are working with their advisers and are in discussion with the
tax authorities to bring the matters to conclusion based on the facts. At this
time, the Directors have identified no present obligations in relation to
these tax audits that would lead to material probable future cash outflows and
therefore no provision has been made for these amounts. The balances above
represent the Group's assessment of the maximum possible exposure for the
years assessed.

 

Other individually immaterial tax, and regulatory proceedings, claims and
unresolved disputes are pending against Helios Towers in a number of
jurisdictions. The timing of resolution and potential outcome (including any
future financial obligations) of these are uncertain but not considered
probable and therefore no provision has been recognised in relation to these
matters.

 

 

16. Profit/(loss) per share

Basic profit/(loss) per share has been calculated by dividing the total loss
for the period by the weighted average number of shares in issue during the
period after adjusting for shares held in employee benefit trusts.

 

To calculate diluted earnings per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all dilutive
potential shares. Share options granted to employees where the exercise price
is less than the average market price of the Company's ordinary shares during
the year are considered to be dilutive potential shares. Where share options
are exercisable based on performance criteria and those performance criteria
have been met during the period, these options are included in the calculation
of dilutive potential shares. The Directors believe that Adjusted EBITDA per
share is representative of the operations of the business, refer to Note 4.

 

Earnings per share is based on:

                                                                                2025

                                                                               US$m     2024

                                                                                       US$m
 Profit/(loss) after tax for the period attributable to owners of the Company  30.4    (20.8)
 Adjusted EBITDA (Note 4)                                                      225.5   206.2

 

                                                                                6 months ended 30 June
                                                                                                  2024

                                                                                 2025             Number

                                                                                Number
 Weighted average number of ordinary shares used to calculate basic earnings    1,051,029,045     1,049,580,965
 per share
 Weighted average number of dilutive potential shares                           135,665,652       125,691,884
 Weighted average number of ordinary shares used to calculate diluted earnings  1,186,694,697     1,175,272,849
 per share

 

 

Profit/(loss) per share

          6 months ended 30 June
              2025      2024

          cents         cents
 Basic    2.9           (2.0)
 Diluted  2.6           (2.0)

 

Adjusted EBITDA per share

 

          6 months ended 30 June
                    2025           2024

          cents                    cents
 Basic    21.5                     19.6
 Diluted  19.0                     17.5

 

The calculation of basic and diluted earnings per share is based on the
profit/(loss) after tax for the period attributable to owners of the Company
for the period of US$30.4m (H1 2024: (US$20.8m)). Basic and diluted earnings
per share amounts are calculated by dividing the profit/(loss) after tax or
the period attributable to equity shareholders of the Company by the weighted
average number of shares outstanding during the year. Dilutive potential
shares were anti-dilutive in the period to 30 June 2024, due to a
profit/(loss) after tax attributable to ordinary shareholders.

 

The calculation of Adjusted EBITDA per share and diluted EBITDA per share are
based on the Adjusted EBITDA earnings for the period of US$225.5m (2024:
US$206.2m). Refer to Note 4 for a reconciliation of Adjusted EBITDA to net
profit/(loss) before tax.

 

17. Subsequent events

There were no reportable subsequent events after the balance sheet date.

 

18. Directors' responsibility statement

 

The Directors confirm that, to the best of their knowledge this condensed set
of consolidated financial statements which has been prepared in accordance
with IAS 34, gives a true and fair view of the assets, liabilities, financial
position and profit or loss of the issuer, or the undertakings included in the
consolidation as a whole as required by DTR 4.2.4R and that this Interim
Report includes a fair review of the information required by content of the
Interim Management section in the Disclosure Guidance and Transparency Rules
4.2.7R and Disclosure Guidance and Transparency Rules 4.2.8R.

 

The interim financial statements for the period ended 30 June 2025 have been
authorised for issue on 30 July 2025.

 

 

 

Tom
Greenwood
              Manjit Dhillon

Chief Executive
Officer
                Chief Financial Officer

Certain defined terms and conventions

 We have prepared the annual report using a number of conventions, which you
should consider when reading information contained herein as follows. All
references to 'we', 'us', 'our', 'HT Group', 'Helios Towers' our 'Group' and
the 'Group' are references to Helios Towers, plc and its subsidiaries, taken
as a whole.

 

'2G' means the second-generation cellular telecommunications network
commercially launched on the GSM and CDMA standards.

'3G' means the third-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies.

'4G' means the fourth-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies (these speeds exceed those available for
3G).

'5G' means the fifth generation cellular telecommunications networks. 5G does
not currently have a publicly agreed upon standard; however, it provides
high-speed data access using a range of technologies that exceed those
available for 4G.

'Adjusted EBITDA' is defined by management as profit/(loss) before tax for the
period, adjusted for finance costs, other gains and losses, interest
receivable, loss on disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairments of property, plant and
equipment, depreciation of right-of-use assets, deal costs for aborted
acquisitions, deal costs not capitalised, share-based payments and long-term
incentive plan charges, and other adjusting items. Adjusting items are
material items that are considered one-off by management by virtue of their
size and/or incidence.

'Adjusted EBITDA margin' means Adjusted EBITDA divided by revenue.

'Adjusted gross margin' means Adjusted Gross Profit divided by revenue.

'Adjusted gross profit' means gross profit adding back site and warehouse
depreciation.

'Airtel' means Airtel Africa.

'amendment revenue' means revenue from amendments to existing site contracts
when tenants add or modify equipment, taking up additional vertical space,
wind load capacity and/or power consumption under an existing site contract.

'anchor tenant' means the primary customer occupying each site.

'Analysys Mason' means Analysys Mason Limited.

'annualised Adjusted EBITDA' means Adjusted EBITDA for the last three months
of the respective period, multiplied by four, adjusted to reflect the
annualised contribution from acquisitions that have closed in the last three
months of the respective period.

'Annualised portfolio free cash flow' means portfolio free cash flow in the
trailing twelve months, adjusted to annualise for the impact of acquisitions
closed during the period.

'average remaining initial life' means the average of the periods through the
expiration of the term under certain agreements, excluding future automatic
renewals.

'APMs' Alternative Performance Measures are measures of financial performance,
financial position or cash flows that are not defined or specified under IFRS
but used by the Directors internally to assess the performance of the Group.

'average grid hours' or 'average grid availability' reflects the estimated
site weighted average of grid availability per day across the Group portfolio
in the reporting year.

'Axian' means Axian Group.

'build-to-suit' (BTS) means sites constructed by our Group on order by a MNO.

'carbon emissions per tenant' is the metric used for our intensity target. The
carbon emissions include Scope 1 and 2 emissions for the markets included in
the target and the average number of tenants is calculated using monthly data.

'colocation' means the sharing of site space by multiple customers or
technologies on the same site, equal to the sum of standard colocation tenants
and amendment colocation tenants.

'colocation tenant' means each additional tenant on a site in addition to the
primary anchor tenant and is classified as either a standard or amendment
colocation tenant.

'committed colocation' means contractual commitments relating to prospective
colocation tenancies with customers.

'Company' means Helios Towers plc.

'Congo Brazzaville' otherwise also known as the Republic of Congo.

'contracted revenue' means total undiscounted revenue as at that date with
local currency amounts converted at the applicable average rate for US Dollars
held constant. Our contracted revenue calculation for each year presented
assumes: (i) no escalation in fee rates, (ii) no increases in sites or
tenancies other than our committed tenancies (which include committed
colocations and/or committed anchor tenancies), (iii) our customers do not
utilise any cancellation allowances set forth in their MLAs (iv) our customers
do not terminate MLAs early for any reason and (v) no automatic renewal.

'corporate capital expenditure' primarily relates to furniture, fixtures and
equipment.

'downtime per tower per week' refers to the average amount of time our sites
are not powered across each week within our seven markets that Helios Towers
was operating in across 2022 and 2024.

'Deloitte' means Deloitte LLP.

'DRC' means Democratic Republic of Congo.

'free cash flow' means recurring free cash flow less discretionary capital
additions and cash paid for exceptional and one-off items, and proceeds on
disposal assets.

'Ghana' means the Republic of Ghana.

'GHG' means greenhouse gases.

'gross debt' means non-current loans and current loans and long-term and
short-term lease liabilities.

'gross leverage' means gross debt divided by annualised Adjusted EBITDA.

'gross profit' means revenue after deducting cost of sales.

'growth capex' or 'growth capital expenditure' relates to (i) construction of
build-to-suit sites (ii) installation of colocation tenants and (ii) and
investments in power management solutions.

'Group' means Helios Towers plc and its subsidiaries.

'GSMA' is the industry organisation that represents the interests of mobile
network operators worldwide.

'hard currency Adjusted EBITDA' refers to Adjusted EBITDA that is denominated
in US Dollars, US Dollar pegged, US Dollar linked or Euro pegged.

'hard currency Adjusted EBITDA %' refers to Hard currency Adjusted EBITDA as a
% of Adjusted EBITDA

'Helios Towers Congo Brazzaville' or 'HT Congo Brazzaville' means Helios
Towers Congo Brazzaville SASU.

'Helios Towers DRC' or 'HT DRC' means HT DRC Infraco SARL.

'Helios Towers Ghana' or 'HT Ghana' means HTG Managed Services Limited.

'Helios Towers Oman' or 'HT Oman' means Oman Tech Infrastructure SAOC.

'Helios Towers plc' means the ultimate Company of the Group.

'Helios Towers South Africa' or 'HTSA' means Helios Towers South Africa
Holdings (Pty) Ltd and its subsidiaries.

'Helios Towers Tanzania' or 'HT Tanzania' means HTT Infraco Limited.

'IFRS' means International Financial Reporting Standards as adopted by the
European Union.

'independent tower company' means a tower company that is not affiliated with
or majority owned by a telecommunications operator.

'ISO accreditations' refers to the International Organisation for
Standardisation and its published standards: ISO 9001 (Quality Management),
ISO 14001 (Environmental Management), ISO 45001 (Occupational Health and
Safety), ISO 37001 (Anti-Bribery Management) and ISO 27001 (Information
Security Management).

'IVMS' means in-vehicle monitoring system.

'Lean Six Sigma' is a renowned approach that helps businesses increase
productivity, reduce inefficiencies and improve the quality of output.

'lease-up' means the addition of colocation tenancies to our sites.

'Lost Time Injury Frequency Rate' means the number of lost time injuries per
one million person-hours worked (12-month roll)

'LTIP' means Long-Term Incentive Plan.

'Madagascar' means Republic of Madagascar.

'Malawi' means Republic of Malawi.

'maintenance capital expenditure' means capital expenditures for periodic
refurbishments and replacement of parts and equipment to keep existing sites
in service.

'Mauritius' means the Republic of Mauritius.

'MENA' means Middle East and North Africa.

'Middle East' region includes thirteen countries namely Hashemite Kingdom of
Jordan, Kingdom of Bahrain, Kingdom of Saudi Arabia, Republic of Iraq,
Republic of Lebanon, State of Kuwait, Sultanate of Oman, State of Palestine,
State of Qatar, Syrian Arab Republic, The Republic of Yemen, The Islamic
Republic of Iran and The United Arab Emirates.

'MLA' means master lease agreement.

'MNO' means mobile network operator.

'mobile penetration' means the amount of unique mobile phone subscriptions as
a percentage of the total market for active mobile phones.

'MTN' means MTN Group Ltd.

'MTSA' means master tower services agreement.

'near miss' is an event not causing harm but with the potential to cause
injury or ill health.

'NED' means Non-Executive Director.

'net debt' means gross debt less cash and cash equivalents.

'net leverage' means net debt divided by annualised Adjusted EBITDA.

'net receivables' means total trade receivables (including related parties)
and accrued revenue, less deferred income.

'Oman' means Sultanate of Oman.

'Omantel' means Oman Telecommunications Company SAOG.

'Orange' means Orange S.A.

'organic tenancy growth' means the addition of BTS or colocations not as a
result of M&A activities.

'our established markets' refers to Tanzania, DRC, Congo Brazzaville, Ghana
and South Africa.

'our markets' or 'markets in which we operate' refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal, Madagascar, Malawi and Oman.

'population coverage' refers to the Company estimated potential population
that falls within the network coverage footprint of our towers, calculated
using WorldPop source data.

'portfolio free cash flow' defined as Adjusted EBITDA less maintenance and
corporate capital additions, payments of lease liabilities (including interest
and principal repayments of lease liabilities) and tax paid.

'PoS' means points of service, which is an MNO's antennae equipment
configuration located on a site to provide signal coverage to subscribers. At
Helios Towers, a standard PoS is equivalent to one tenant on a tower.

'power uptime' reflects the average percentage our sites are powered across
each month, and is a key component of our service offering to customers. For
comparability, figures presented only reflect portfolios that are subject to
power SLAs for both the current and prior reporting period. This includes
Tanzania, DRC, Senegal, Congo Brazzaville, South Africa, Ghana and Madagascar.

'Project 100' refers to our commitment to invest US$100 million between 2022
and 2030 on carbon reduction and carbon innovation.

'Recurring free cash flow' means portfolio free cash flow less net payment of
interest and net change in working capital.

'road traffic accident frequency rate' means the number of work-related road
traffic accidents per 1 million kilometres driven (12-month roll).

'ROIC' means return on invested capital and is defined as annualised portfolio
free cash flow divided by invested capital.

'rural area' while there is no global standardised definition of rural, we
have defined rural as milieu with population density per square kilometre of
up to 1,000 inhabitants. These include greenfield sites, small villages and
towns with a series of small settlement structures.

'rural coverage' is the population living within the footprint of a site
located in a rural area.

'rural sites' means sites which align to the above definition of 'rural area'.

'Senegal' means the Republic of Senegal.

'SHEQ' means safety, health, environment and quality.

'site acquisition' means a combination of MLAs or MTSAs, which provide the
commercial terms governing the provision of site space, and individual ISA,
which act as an appendix to the relevant MLA or MTSA, and include
site-specific terms for each site.

'site agreement' means the MLA and ISA executed by us with our customers,
which act as an appendix to the relevant MLA and includes certain
site-specific information (for example, location and any grandfathered
equipment).

'SLA' means service-level agreement.

'South Africa' means the Republic of South Africa.

'standard colocation' means tower space under a standard tenancy site contract
rate and configuration with defined limits in terms of the vertical space
occupied, the wind load and power consumption.

'Tanzania' means the United Republic of Tanzania.

'TCFD' means Task Force on Climate-Related Financial Disclosures.

'telecommunications operator' means a company licensed by the government to
provide voice and data communications services.

'tenancy' means a space leased for installation of a base transmission site
and associated antennae.

'tenancy ratio' means the total number of tenancies divided by the total
number of our sites as of a given date and represents the average number of
tenants per site within a portfolio.

'tenant' means an MNO that leases vertical space on the tower and portions of
the land underneath on which it installs its equipment.

'the Trustee' means the trustee(s) of the EBT.

'total colocations' means standard colocations plus amendment colocations as
of a given date.

'total recordable case frequency rate' means the total recordable injuries
that occur per one million hours worked (12-month roll).

'total tenancies' means total anchor, standard and amendment colocation
tenants as of a given date.

'tower contract' means the MLA and individual site agreements executed by us
with our customers, which act as a schedule to the relevant MLA and includes
certain site-specific information (for example, location and equipment).

'towerco' means tower company, a corporation involved primarily in the
business of building, acquiring and operating telecommunications towers that
can accommodate and power the needs of multiple tenants.

'tower sites' means ground-based towers and rooftop towers and installations
constructed and owned by us on property (including a rooftop) that is
generally owned or leased by us.

'UK Corporate Governance Code' or 'the Code' means the UK Corporate Governance
Code published by the Financial Reporting Council and dated July 2018, as
amended from time to time.

'UK GAAP' means the United Kingdom Generally Accepted Accounting Practice.

'upgrade capex' or 'upgrade capital expenditure' comprises structural,
refurbishment and consolidation activities carried out on selected acquired
sites.

'Viettel' means Viettel Tanzania Limited.

'Vodacom' means Vodacom Group Limited.

'YAS' means the brand name of Axian's mobile network operation in Tanzania.

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR PKKBNKBKBCON

Recent news on Helios Towers

See all news