Driving the
growth of mobile
communications
across Africa and
the Middle East
Helios Towers plc
Helios Towers plc
Annual Report and Financial Statements 2022
Annual Report and Financial Statements 2022
Helios Towers plc Annual Report and Financial Statements 2022
Who we are
We are a leading independent
telecoms infrastructure
company, having established
one of the most extensive
tower portfolios across
Africa and the Middle East.
Our business model promotes tower
infrastructure sharing, and enables mobile
network operators (MNOs) to deliver mobile
connectivity more quickly, reliably, cost
effectively and with a lower environmental
footprint. In turn, this supports the expansion
and quality of mobile connectivity, driving
sustainable development in our markets.
Our purpose
To drive the growth of mobile communications
across Africa and the Middle East.
Our mission
To deliver exceptional customer service
through our business excellence platform,
and create sustainable value for our people,
environment, customers, communities
and investors.
Our values
– Integrity
– Partnership
– Excellence
2022 Highlights
Sites
13,553
2021: 9,560
Tenancies
24,492
2021: 18,776
Power uptime1
99.97%
2021: 99.99%
Population coverage1
141m
2021: 118m
Revenue
$561m
2021: $449m
Adjusted EBITDAΔ
$283m
2021: $241m
Operating profit
$80m
2021: $59m
ROICΔ
10.3%
2021: 11.8%
1 Please see Glossary for definitions and methodologies of our non-financial KPIs.
Δ Alternative Performance Measures are defined on pages 74–76.
Governance ReportFinancial StatementsStrategic Report 01
Helios Towers plc Annual Report and Financial Statements 2022
Welcome to
our Annual Report
and Financial
Statements 2022
02
Strategic Report
03 Our business model
03 What we do
04 Our value creation
05 How we do it
06 Our impact
07 Fastest growing mobile markets
08 Our markets
09 Why invest?
11 Chair’s statement
14 Group CEO’s statement
17 Q&A with our Group CEO and CFO
19 Our strategic KPIs
20 Impact report
20 Digital inclusion
24 Climate action
30 Local, diverse, talented teams
36 Responsible governance
40 Market and operating review
50 Group CFO’s statement
53 Section 172(1) Statement
84
Governance Report
85 Chair’s introduction to the Governance
Report
86 UK Corporate Governance Code
compliance
87 Board of Directors
89 Executive Committee
90 Board diversity at a glance
91 Governance framework
92 Board leadership and
Company purpose
96 Division of responsibilities
98 Composition, succession and evaluation
57 Non-financial information statement
99 Nomination Committee Report
58 Risk management
103 Audit Committee Report
59 Principal risks and uncertainties
109 Directors’ Remuneration Report:
64 TCFD disclosures
72 Viability statement
114 Directors’ Remuneration Policy
123 Annual report on remuneration
74 Alternative Performance Measures
138 Other Statutory Information
77 Detailed financial review
141 Statement of Directors’ responsibilities
This year, we have adopted integrated
reporting as this best reflects our approach
to sustainable business. We have a
complementary Reporting Supplement
which includes additional ESG information
and our disclosures against reporting
frameworks such as the Global Reporting
Initiative: heliostowers.com/investors.
We hope you enjoy reading this report,
and we welcome any feedback at:
investorrelations@heliostowers.com.
142
Financial Statements
143 Independent auditor’s report
152 Consolidated Income Statement
152 Consolidated Statement of
Other Comprehensive Income
153 Consolidated Statement
of Financial Position
154 Consolidated Statement
of changes in Equity
155 Consolidated Statement of Cash Flows
156 Notes to the Consolidated Financial
Statements
191 Company Statement
of Financial Position
191 Company Statement of Changes
in Equity
192 Notes to the Company
Financial Statements
195 List of subsidiaries
196 Officers, professional advisors
and shareholder information
197 Glossary
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 02 Helios Towers plc Annual Report and Financial Statements 2022
A transformational year
2022 was a year of substantial expansion, establishing
a stronger and more diversified platform, primed for
the next stage of value creation. Our platform has
nearly doubled in size since IPO in 2019.
7k
14k
Sites
2019
at IPO
5
Markets
2022
9
Strategic
Report
03 Our business model
03 What we do
04 Our value creation
05 How we do it
06 Our impact
07 Fastest growing mobile markets
08 Our markets
09 Why invest?
11 Chair’s statement
14 Group CEO’s statement
17 Q&A with our Group CEO and CFO
19 Our strategic KPIs
20 Impact report
20 Digital inclusion
24 Climate action
30 Local, diverse, talented teams
36 Responsible governance
40 Market and operating review
50 Group CFO’s statement
53 Section 172(1) Statement
57 Non-financial information statement
58 Risk management
59 Principal risks and uncertainties
64 TCFD disclosures
72 Viability statement
74 Alternative Performance Measures
77 Detailed financial review
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Governance ReportFinancial StatementsStrategic Report
03
Helios Towers plc Annual Report and Financial Statements 2022
Our business model
What
we do
Our principal business
is building, acquiring and
operating telecommunications
towers that can accommodate
and power the needs of
multiple tenants.
Our tenants are the major MNOs, and
we serve them across nine high-growth
markets. We offer a comprehensive passive
infrastructure solution that includes site
selection and preparation, maintenance,
security, power management and hosting
of active equipment such as antennae.
Our infrastructure-sharing model reduces
the need for duplicate infrastructure,
which drives more sustainable expansion
of mobile connectivity. MNOs can rollout
and densify mobile coverage more quickly,
more reliably, more cost-effectively and
with a lower environmental impact.
We therefore play a pivotal role in advancing
access to mobile communications in our
markets, which in turn, contributes to driving
social and economic development.
What we do
Value for our stakeholders
1
2
3
ACQUIRE AND BUILD TOWERS
Disciplined approach to
acquisitions, focused on attractive
portfolios that support strong
growth potential and high-quality
earnings.
Build-to-suit (BTS) sites are
entirely demand driven and only
constructed after receiving a
contractual order from an MNO.
COLOCATION LEASE- UP
Add additional tenants to our
towers, sharing space and power
equipment.
Central to our business model;
lease-up drives earnings growth
with minimal additional costs.
Substantial operating leverage
with c.80% Adjusted EBITDA
margin flow-through.
DRIVE OPER ATIONAL
IMPROVEMENTS
Optimise power through grid
connections and hybrid and solar
solutions, reducing our carbon
emissions.
Utilise Lean Six Sigma principles to
continuously improve operations.
Customers
More cost-effective tower usage: our leases
are priced at a substantial discount to an
MNO’s total cost of ownership.
Reduction in MNOs’ passive infrastructure
capex burden, allowing them to focus their
resources on active equipment and
technology upgrades.
Communities, economies and
the environment
Contribution to local economies and extending
network coverage to reach rural locations,
helping to connect the unconnected.
Reduced environmental footprint through
infrastructure-sharing and improved power
and maintenance efficiencies.
Our people and partners
Employment, founded on a culture of
safety, with training and development
opportunities for a diverse localised
workforce – both with us and our partners.
Investors
Opportunity to capture the unparalleled
structural growth in mobile across Africa
and the Middle East, with a robust and
resilient business model.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 04
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
Our value
creation
Tower companies generate the most
attractive returns by adding more tenants
to a tower, known as ‘lease-up’.
The costs of operating a tower are broadly
fixed with some small variable costs.
Therefore, adding tenancies to towers drives
a significant increase in cash flow returns
through operationally leveraging these fixed
costs. At the same time, it reduces the
environmental impact per tenant through
infrastructure sharing.
In 2022 we delivered record site growth of
3,993, exceeding the record set in 2021 of
2,204, which collectively provides a larger
and more diversified platform to drive
tenancy expansion going forward.
The significant portfolio expansion has
diluted a number of metrics in the short
term, such as tenancy ratio, Adjusted EBITDA
margin, loss before tax and ROIC due to
lower levels of colocation on Day-1. For
instance, loss before tax increased from
US$119 million in 2021 to US$162 million in
2022, driven by increased finance costs in
addition to non-cash charges related to our
bond’s embedded derivative.
However, these investments expand the
base to which we can generate attractive
growth and returns through organic BTS
expansion, lease-up and operational
improvements – exactly how we have
delivered after periods of substantial
portfolio expansion in the past.
1
2
3
ACQUIRE AND
BUILD TOWERS
Tenancy ratio
1x
COLOCATION
LEASE- UP
Tenancy ratio
2x
3x
Indicative site ROIC1
Indicative site ROIC1
DRIVE OPER ATIONAL
IMPROVEMENTS
2022–30 investment
$100m
Allocated to lower-carbon
solutions which also drive
cost reductions
11%
Indicative site Adjusted
gross profit and profit/
(loss) before tax (US$k)1
20
(6)
22%
35%
Indicative site Adjusted gross profit and profit/(loss)
before tax (US$k)1
Focus on business excellence
and driving efficiency
37
28
8
58
42%
Lean Six Sigma
colleagues trained in
Reduction in average
diesel emissions per tenant1
Reduction in average diesel emissions per tenant1
0%
34%
40%
1 For illustrative purposes only. Please see Glossary for definitions.
Governance ReportFinancial StatementsStrategic Report 05
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
How
we do it
Through delivering
exceptional customer
service using our principles
of business excellence,
we create sustainable value
for our people, partners,
customers, communities,
environment and investors.
Our Sustainable Business Strategy guides
how we will deliver on our purpose and
mission and is founded on our values
of Integrity, Partnership and Excellence.
Our strategy reflects the issues that matter
most to our stakeholders and where we can
have the greatest impact.
For more on our materiality assessment and
how we contribute to the UN Sustainable
Development Goals (UN SDGs), see our
Reporting Supplement.
B
A
LSS
TAIN
S
U
S
L E B USINESS S
1
Customer
Service Excellence
Integrity
Partnership
T
R
A
LSS
T
E
G
Y
2
People and
Business
Excellence
Excellence
3
Sustainable
Value
Creation
H
E
U
N
D
E
R
LI
P
I
N
N
E
ONE TEAM
ONE BUSINESS
OS TO W E R S P L C
D BY STRONG G O V E R N A N C E A
D E
N
T
H IC S
1
2
3
Customer
Service Excellence
Delivering the best customer service,
including power uptime, network rollout
speed, attractive pricing, capital
efficiency and reduced environmental
footprint enabled through our
infrastructure-sharing model.
People and
Business Excellence
Investing in our people and partners,
providing local employment, creating a
culture of safety and embedding
business excellence and Lean Six Sigma
principles for more efficient and
effective operations.
Sustainable
Value Creation
Disciplined approach to capital
allocation and focus on efficiency
drives the sustainable growth of our
business, enabling mobile connectivity
with fewer emissions and delivering
value for all stakeholders.
Our strategy drives impact in the following key areas
Digital
inclusion
Climate
action
Local, diverse,
talented teams
Responsible
governance
Financial
value creation
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 06
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
Our impact
We report progress on our Sustainable Business Strategy
through the key impacts it is designed to generate.
Digital
inclusion
Climate
action
Local, diverse,
talented teams
Responsible
governance
Financial
Financial
value creation
value creation
By growing our business and
increasing access to mobile
connectivity, we are promoting
digital inclusion across Africa and
the Middle East. Mobile is helping to
connect individuals and communities
to a range of life-enhancing
services in areas such as education,
healthcare and jobs – in some cases,
for the very first time. We support
our MNO customers to rollout mobile
networks faster and more efficiently,
at lower cost. Reducing their passive
infrastructure capex burden allows
them to focus their resources on
active equipment and technology
upgrades.
Our business model reduces the
need for duplicate infrastructure
and associated emissions while
enabling a more sustainable
expansion of mobile connectivity.
We strive to lower our carbon
footprint as well as that of our
customers, through deploying
cleaner technologies where
possible. We focus on minimising
our diesel consumption, which
reduces our footprint as well as our
operating costs. Through Project
100, we plan to invest US$100
million in low-carbon solutions
between 2022 and 2030.
Our ambition is to build a diverse
and talented workforce by fostering
a safe, inclusive and collaborative
environment to deliver on our
business goals. We create
employment, training and promotion
opportunities for local people –
our own colleagues and those who
work for our partners. Successful
collaboration with our partners is
essential for the construction and
maintenance of our assets and
maximising power uptime. Our
‘One Team, One Business’ approach
includes sharing offices, providing
training and driving greater
governance standards with
our partners.
We operate with a robust
governance framework and
are accredited with four key
ISO standards covering Quality,
Environmental Management, Health
and Safety and Anti-Bribery.
Our governance structures
and policies help us to deliver
on our strategy, manage our
performance and conduct
business in an ethical, fair and
transparent manner.
Our tower platform, one of the
most extensive across Africa and the
Middle East, is uniquely positioned
to capture the substantial structural
growth across the region.
This growth is underpinned by a
robust and resilient business model,
that features a blue-chip customer
base, hard currency earnings and
effective inflation and power
escalators.
Investors have provided the
business with the capital to invest to
execute our growth strategy and to
deliver value to their investments as
well as drive impact in our markets.
Read more
page 20
Read more
page 24
Read more
page 30
Read more
page 36
Read more
page 142
Governance ReportFinancial StatementsStrategic Report Significant
infrastructure
demand
25k
Points of service (PoS)
growth forecast4
2021–26
07
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
Fastest
growing
mobile
markets
We operate in nine
markets across Africa and
the Middle East and have
leading positions in seven.
We selected these markets because
they share similar qualities that support
structural growth and high-quality earnings.
Population growth is forecast to be
substantial over the coming years, and
mobile penetration is low at 51% today.
Combined with multiple blue-chip MNOs
in each market and a young and urbanising
population, the need for mobile expansion
is unparalleled.
To effectively support this mobile expansion,
managing infrastructure challenges is key.
For instance, maintaining towers despite
limited road infrastructure or providing
constant power despite limited, unreliable
or non-existent grid connectivity.
1 UN World Population Prospects, July 2022.
2 GSMA database, accessed December 2022.
3 GSMA database, Tower Xchange, Statista.
4 Analysys Mason report, February 2022.
Positive macro drivers:
young, growing and
urbanising populations1
Strong mobile growth
coupled with increasing
data usage
Complex
infrastructure
challenges
Increase in population1
+42m
2021–26
Below 30 years old1
66%
2022
More mobile connections2
+68m
2021–26
Increase in 4G connections2
+2.2x
2021–26
Towers required to match
density in EU/US3
1m
2022
Average grid hours on Helios
Towers’ portfolio
16
2022
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Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
Sole or leading
independent towerco
$/€
Hard currency markets
(dollarised or US$/€ pegged)
Tanzania
Sites
Tenancy ratio
4,188
2.25x
Population coverage
37m
Revenue (US$m)
201.4
Adj. EBITDAΔ (US$m)
133.7
Ghana
Sites
Tenancy ratio
1,113
1.99x
Population coverage
18m
Revenue (US$m)
36.6
Adj. EBITDAΔ (US$m) 20.7
DRC
$/€
Sites
Tenancy ratio
2,233
2.34x
Population coverage
37m
Revenue (US$m)
205.9
Adj. EBITDAΔ (US$m) 104.4
South Africa
Sites
Tenancy ratio
Population coverage
Revenue (US$m)
Adj. EBITDAΔ (US$m)
369
1.71x
11m
9.5
4.5
Madagascar
Malawi1
Sites
Tenancy ratio
Population coverage
Revenue (US$m)
Adj. EBITDAΔ (US$m)
508
1.19x
7m
15.1
5.7
Sites
Tenancy ratio
Population coverage
Revenue (US$m)
765
1.61x
13m
23.6
Adj. EBITDAΔ (US$m)
7.2
Δ Alternative Performance Measures are defined on pages 74–76.
1 Malawi and Oman acquisitions closed in March 2022 and December 2022, respectively.
Congo Brazzaville
$/€
Sites
Tenancy ratio
Population coverage
Revenue (US$m)
511
1.40x
4m
28.2
Adj. EBITDAΔ (US$m)
13.8
Senegal
$/€
Sites
Tenancy ratio
1,347
1.07x
Population coverage
11m
Revenue (US$m)
36.8
Adj. EBITDAΔ (US$m) 22.0
Oman1
$/€
Sites
Tenancy ratio
Population coverage
Revenue (US$m)
Adj. EBITDAΔ (US$m)
2,519
1.20x
3m
3.6
2.3
Read more
page 40
Governance ReportFinancial StatementsStrategic Report 09
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
Why invest?
Helios Towers offers investors the opportunity
to capture the substantial growth in Africa and
the Middle East, with a robust and resilient business
model that delivers predictable, compounding
cash flows and tangible benefits to the
communities it serves.
1 Analysys Mason report,
February 2022.
2 GSMA database, Tower Xchange,
Statista.
1
2
Uniquely positioned
telecoms infrastructure
platform
– Most diversified towerco operating in
Africa and the Middle East, the fastest
growing regions for mobile.
– Leading positions in seven of our nine
markets, and a well-invested platform
to drive growth and attractive return on
invested capital over the medium term.
Unparalleled
structural growth
– Organic growth driven by huge
population growth and low mobile
penetration today.
– Approximately 70% of towers are still
held by mobile operators. As mobile
operators look to invest in technology
upgrades (3G, 4G and 5G), more towers
are expected to be divested.
Operating markets
Organic growth opportunity
9
The most diversified towerco in
Africa and the Middle East
High-quality towers today; with
substantial lease-up potential
13,553
1.81x tenancy ratio, with an average of
three to four MNOs in our markets
25k
Points of service forecast1 across 2021–26
exceeds our business size today
Towers still held by MNOs
across Africa and the Middle East2
280k
c.20x our site portfolio today
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 10
Helios Towers plc Annual Report and Financial Statements 2022
Our business model continued
3
4
5
Proven execution capability
in complex markets
– We offer world-class power uptime,
a critical skillset for a towerco to be
successful in our regions, in addition to
effective logistics planning.
– Proven ability to build and lease-up
sites, through focus on Customer
Service Excellence and proprietary
geo-marketing tools.
Robust business model
delivering high-quality
earnings and cash flows
– Large and highly visible base of
revenues due to high-quality contracts
with blue-chip MNOs that are long term
and feature effective CPI and power
escalators.
– Complemented by high hard currency
earnings, principally due to operating
in markets that are dollarised or
US Dollar/Euro pegged.
Sustainable business
model underpinned by
strong governance
– Our business model delivers a positive
impact by enabling mobile connectivity
with lower emissions than the traditional
operator-owned model.
– Strong understanding and management
of ESG risks underpinned by strong
governance and ethics.
Power uptime1
99.97%
Delivering world-class power uptime,
even in the most rural locations
Contracted revenue
MSCI rating2
$5bn
with an average remaining life of 7.6 years
on US-style contracts1, which also feature
automatic renewals
Highest rating reflecting strong governance
of ESG risks
1 Please see Glossary for definitions.
2 The use by Helios Towers plc of any MSCI ESG research
LLC or its affiliates (MSCI) data, and the use of MSCI
logos, trademarks, service marks or index names herein,
do not constitute a sponsorship, endorsement,
recommendation or promotion of Helios Towers plc by
MSCI. MSCI Services and data are the property of MSCI
or its information providers, and are provided ’as-is’ and
without warranty. MSCI names and logos are
trademarks or service marks of MSCI.
Employees trained in Lean Six Sigma
Hard currency Adjusted EBITDA1
CDP score
42%
Focus on process improvements and
efficiency throughout the organisation
72%
Principally due to operating in markets that
are innately hard currency
2022 score ‘B’ reflecting our approach and
reporting on climate action (2021: B-)
Governance ReportFinancial StatementsStrategic Report
11
Helios Towers plc Annual Report and Financial Statements 2022
Sir Samuel Jonah KBE, OSG
Chair
Read more about our governance
page 84
Chair’s statement
Driving the
growth of mobile
communications
I am delighted with the team’s
performance in 2022, delivering on
multiple fronts. Indeed, in the three
years since IPO in 2019, we have seen
tremendous growth. Not only in the
number of our towers and attractive
markets, but in the growth of our
people, partner relationships, customer
service and business excellence.
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Helios Towers plc Annual Report and Financial Statements 2022
Chair’s statement continued
It is my pleasure to welcome you to our
2022 Annual Report, which highlights the
substantial expansion of the business, our
resilience to macroeconomic volatility and
our strategy to drive Sustainable Value
Creation for all our stakeholders.
In my three years to date as Chair of Helios
Towers, we have seen an unprecedented
global pandemic, the aftershocks of which
are still being felt, and now a period of rising
global inflation and turbulence, driven in part
by the conflict in Ukraine.
Operating profit
US$m
+36%
2022
$80.3m
2021
$59.0m
Adjusted EBITDA∆
US$m
+18%
2022
282.8
2021
240.6
Increase in female representation
on the Board
%
+13ppt
2022
40
2021
27
Response rate for employee
engagement survey
100%
It is at times like these that the true mettle of
any company is tested and I believe Helios
Towers has passed that test with flying
colours. Our business has shown remarkable
resilience to macroeconomic volatility,
and continues to support the substantial
growth opportunity across the region.
In 2022, we added more sites and tenancies
than in any previous year, creating a stronger
and more diversified tower platform ready
for the next chapter of our growth story.
Combined with the acquisitions we completed
in Senegal and Madagascar in 2021, we
have entered four new markets and look
forward to applying our tried and tested
approach to these new geographies, bringing
service excellence to MNOs and enabling
digital inclusion for more communities.
Here in Ghana, I have observed the
transformation this brings first-hand:
communities, schools, health providers,
trade, banks and fledgling businesses being
enabled and propelled by the arrival of
mobile communications and mobile internet.
At Helios Towers, we play a pivotal role in
enabling this connectivity and contributing
to social and economic development in
our markets. I am proud that in 2022 we
continued to drive value for our stakeholders
while actively contributing to the UN SDGs.
Our 2026 strategy
Our record tenancy and geographic
expansion in 2022 meant that we exceeded
the ambitious targets we set out at IPO.
Accordingly, and with Tom Greenwood
moving into the Group CEO position in
April 2022, this was a natural juncture
where we could develop a revised five-year
Sustainable Business Strategy, and one that
reflects the evolution of the business.
At the heart of the new strategy: a target
to reach 22,000 towers by 2026, while
expanding Group margins and returns.
This target sits among several others
designed to drive impact in the areas
of digital inclusion, climate action and
developing local, diverse and talented teams.
The strategy is underpinned by our
commitment to strong governance and
ethics. We believe our strategy and
actions reflect the requirements and our
compliance with Section 172(1), and we
give more information throughout this
Strategic Report, and specifically on pages
53–56. This includes our commitment to our
workforce, customers, suppliers, investors,
communities and the environment.
Digital inclusion and climate action
By delivering on our purpose, we will enable
digital inclusion for our communities.
We achieve this through site expansion,
tenancy growth and delivering operational
improvements, including reliable power,
to our sites. In 2022, our growth meant an
additional 23 million people were under
the coverage footprint of our towers, six
million of which were through organic site
expansion in the year. We also continued to
deliver reliable power to our sites despite
operating in markets where grid power can
be limited, unreliable or even non-existent.
Given the huge population growth and low
mobile penetration in our regions today, we
expect to see continued strong demand for
tower infrastructure over the coming years.
We are committed to meeting this demand
and playing our part in closing the vast
communications infrastructure gap, while
minimising our environmental footprint.
Closing the acquisition of Omantel’s passive infrastructure assets in December 2022.
Governance ReportFinancial StatementsStrategic Report 13
Helios Towers plc Annual Report and Financial Statements 2022
Chair’s statement continued
Board, Executive Leadership and some of our HT Ghana colleagues in Accra.
We launched our carbon target in late
2021, aiming to reduce our emissions per
tenant by almost 50% by 2030 in the
five markets where we were operational
during our 2020 baseline year.
While we saw a marginal increase in
emissions intensity relative to the baseline
due to more fuel intensive (and therefore
more carbon intensive) markets growing
tenancies faster than the Group average,
we are focused on driving long-term
reductions across the Group through targeted
investments in lower-carbon solutions.
As a reflection of its importance to the
business, we updated our long-term
incentive plan to include performance
against our carbon target, that will be
effective from 2023.
Local, diverse, talented teams
The Board firmly believes that an inclusive
culture is central to employee engagement
and the key to long-term success of the
Company. We were therefore delighted
to attract a 100% response rate to our
second biennial Employee Engagement
Survey, reflecting how our people feel
they can express their opinions freely.
We were particularly pleased to see that
one of our highest scores concerned
employees believing that action would
be taken as a result of the survey.
And I believe they have good reason. As a
direct result of feedback to our inaugural
survey in 2020, we implemented several
actions. These included awarding all our
people the equivalent of no-cost share
options under a new HT SharingPlan, allowing
them to participate in the long-term success
of the Company. 2022 saw the second year of
the plan and we complemented this with a
Cost of Living Award designed to help our
colleagues address rising domestic bills.
Feedback in 2020 also called for further
training and development opportunities,
and I was pleased to see further progress
in this area in 2022. We provided a
leadership training course to 50 of the
Company’s future leaders and enhanced
our learning management system. I was
particularly pleased that 42% of our people
have been trained in Lean Six Sigma.
We are now working to address the key
feedback from our 2022 survey and further
enriching our colleagues’ experience of
working with Helios Towers.
Responsible governance
We are attuned to the need for a strong
governance framework to ensure we meet
the ambitious targets we set ourselves.
At Board level, we exceed the FCA’s
Listing Rules target and Parker Review
requirement on ethnicity. We also comply
with the FTSE Women Leaders Review
recommendation and FCA’s Listing Rules
target of 40% female representation, and
are aware of the FTSE Woman Leaders
Review recommendation and FCA’s Listing
Rules target to have a female director
in one of the senior board positions.
Helis Zulijani-Boye joined the Board in
March 2022, replacing David Wassong.
With Kash Pandya stepping down in
August 2022 to pursue other opportunities,
this means female representation on the
Board has increased to 40% from 27%. On
behalf of all stakeholders, I would like to
take the opportunity to thank David and
Kash for their invaluable contributions
to the Company’s success. In April 2022,
Tom Greenwood was formally appointed
as Group CEO, following an effective
two-year transition period into the role.
Our governance structures and policies
help us to deliver on our strategy, manage
our performance and ultimately support
the value we create for all our stakeholders,
and it is particularly gratifying when this is
recognised externally. We were delighted
to receive the highest ‘AAA’ rating from
MSCI during the year, reflecting the strong
understanding we have of the social and
environmental risks and opportunities of our
operations, and the effective governance we
have put in place.
Outlook
Our key phase of expansion is now
complete, with the integration of Malawi
and Oman. With our refreshed strategy
in place, we enter 2023 in an exciting
position to drive sustainable value for our
stakeholders on our enlarged platform.
I thank all the Helios Towers team for their
commitment and dedication, as well as our
partners for their constant support, as we
continue to drive the growth of mobile
communications across Africa and the
Middle East.
Sir Samuel Jonah KBE, OSG
Chair
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 14
Helios Towers plc Annual Report and Financial Statements 2022
Tom Greenwood
Group CEO
Group CEO’s statement
New strategy;
Enlarged platform;
Delivering excellence
2022, my first year as CEO and
thirteenth in the business, saw us
expand into new markets, launch
our refreshed five-year strategy
and expand our platform to deliver
sustainable value for every
stakeholder in the years ahead.
Governance ReportFinancial StatementsStrategic Report New strategy;
Enlarged platform;
Delivering excellence
15
Helios Towers plc Annual Report and Financial Statements 2022
Group CEO’s statement continued
I am delighted with the team’s performance
and the progress we have made in 2022.
We have delivered for stakeholders through
stellar operational delivery, smooth
integration execution and strong financial
performance in a year of macro volatility.
We have also laid the foundations for
future success through leadership
changes, strategy evolution and,
crucially, focusing on Customer Service
Excellence on our enlarged platform.
If we were writing the story of Helios
Towers, we would now have arrived
at chapter four. In the first chapter we
established our initial platform, and
in the second we launched business
excellence, focusing on driving operational
efficiencies. In turn, we supported our
customers’ missions to expand and densify
mobile networks across our markets.
Then, following our 2019 IPO, came our
third chapter: an ambitious expansion
programme with tower portfolio acquisitions
in four new markets – including our first in
the Middle East through our investment
in Oman – all bringing scale, diversification
and high-quality cash flows to our business.
This remarkable journey has seen us
diversify and almost double our platform
since 2019: from five high-growth markets
to nine today, and from 7,000 towers to
nearly 14,000 now.
As we close 2022, our fourth chapter sees
us embark on our new five-year strategy
and our ‘22 by 26’ target of 22,000 sites
by 2026. Through site expansion, driving
lease-up and operational efficiencies,
we will grow the business in a way that
delivers value for all our stakeholders:
our customers, communities, people,
environments and investors.
Our strategy comprises three pillars –
Customer Service Excellence, People and
Business Excellence, and Sustainable
Value Creation.
Customer Service Excellence
Our philosophy is simple: we must provide
Customer Service Excellence in everything
we do, whether that’s in our core offerings
of power delivery, rollout and site services,
or through anticipating and responding
to our customers’ needs. This requires
transparent and collaborative customer
relationships to achieve our shared goals.
In 2022, this ethos of service excellence
took our customer offering to the next level.
We delivered record tenancy additions
of 5,716 (+30%). This was driven by our
second-highest year of organic tenancy
of 1,601; including our busiest-ever year for
build-to-suit sites; and the addition of four
high-quality MNO customers through
Tenancy additions
5,716
2021: 3,120
Adjusted EBITDA∆
$283m
2021: $241m
Loss before tax
$(162)m
2021: $(119)m
Daily stand-up meeting in Madagascar.
acquisitions in Oman and Malawi. This sets
us up well for lease-up going forward and
supporting the efficient proliferation of
mobile connectivity, with a reduced
environmental footprint.
One of our main KPIs is power availability,
and in 2022 we achieved uptime of 99.97%
(2021: 99.99%). Despite this slight decrease
year-on-year, we continued to deliver at
world-class levels, even in markets with
limited grid availability. And we remain
focused on our goal of just 30 seconds of
downtime per tower per week by 2026.
All our new markets will see this metric
improve through our Lean Six Sigma
training and business excellence
practices. Indeed, we’re seeing strong
progress already: in Senegal we have
improved power uptime from 99.94% at
acquisition in 2021 to 99.99% today.
People and Business Excellence
We can only achieve Customer Service
Excellence by having the best people and
the best business processes – hence our
People and Business Excellence pillar.
We invest in, develop and empower
our people and partners by providing
them with the tools and training to make
data-driven decisions. As a Lean Six Sigma
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 16
Helios Towers plc Annual Report and Financial Statements 2022
Group CEO’s statement continued
Discussing strategy, performance and sustainable business at the inaugural Helios Towers
Executive Leadership Team conference.
provides everyone across the Group with
tailored training, and invested in 50 of our
rising stars with leadership training from
Cranfield University. I was delighted to see
that our most improved score from our
biennial Employee Engagement Survey
was that our colleagues believe they can
get the training and development they
need to be successful in their role.
I also believe our teams should reflect
the communities they serve, and our
commitment to diversity, equity and
inclusion (DEI) is central to our future
success. With colleagues drawn from
more than 35 countries, our culture is
all the richer as a result. We have also
seen female representation increasing
year-on-year from 24% to 28%, including
9% to 27% at Executive Committee level
and from 27% to 40% at Board level.
Black Belt myself, I am passionate about
supporting colleagues through our Orange
and Black Belt programmes. As part of
our Lean Six Sigma training, all colleagues
are tasked with delivering a project that
supports driving efficiency in the business.
Just one example from the year was when
I became the project sponsor for Eric
Kaganda, our Group Structural Upgrade
Programme Manager in Tanzania whose
project focused on shortening lead times
for site acquisition on new build-to-suit sites,
that will support elevating our customer
service excellence. Lean Six Sigma sits at
the heart of our people development, and
our goal is to train 70% of our colleagues by
2026. We’re making good progress towards
this with 42% of our team trained today.
During the year we also invested
significantly in other technical, soft skills
and leadership training. We enhanced
our learning management system which
1 Our target reflects Scope 1 and 2 emissions and covers
the five markets where we were operational in our
2020 baseline year.
Sustainable Value Creation
This third pillar in our strategy is
designed to deliver impact for all of our
stakeholders, as well as the environment.
As lease-up of our sites continues apace,
and as we expand our portfolio, it’s with real
pride we see the societal and environmental
benefits that our tower-sharing model
creates. We also enable MNOs to rollout
their coverage faster and more
cost-efficiently than they could themselves.
Today, we estimate that our sites cover 141
million people, with our ambition to cover
around 250 million by 2026. This includes
many people in rural areas who have no
mobile today, much less the internet, today.
Furthermore, through our infrastructure-
sharing model and Project 100, our US$100
million investment in lower-carbon solutions,
we expect to almost halve carbon emissions
per tenant by 2030, compared to 20201.
This model translates into sound and
Sustainable Value Creation, and in 2022 we
delivered strong financial and operational
performance, both from an organic and
inorganic perspective. With revenues
up 25% year-on-year, Adjusted EBITDA
up 18% and operating profit up 36%, we
demonstrated resilience and capability in
a volatile climate. In the process, we also
closed our Oman and Malawi transactions.
Following two years of significant expansion,
roughly doubling the size of our business,
we now enter 2023 with an enlarged
platform for greater value creation.
As such, we are focused on driving
margins and returns, targeting Adjusted
EBITDA margin expansion of 1–2 ppt on
average per annum and similar levels of
increases in ROIC up to 2026. Given the
huge structural growth in our regions, we
continue to target platform expansion,
albeit at a more gradual pace, aiming
to reach 22,000 towers by 2026.
Investor partnerships
In 2022, we were delighted to establish
long-term partnerships with well-
established local investors in three of
our markets. They are supporting our
businesses both financially and through
their local knowledge and expertise.
Oman Infrastructure Fund (Rakiza) acquired
a 30% minority stake in our acquisition in
Oman; Old Mutual Investment Group (OMIG)
invested in a 20% minority shareholding
in our Malawi operating company; and
Clearwater Capital invested in a 34%
stake in our South African operations.
The latter resulted in the business attaining
a Level 1 B-BBEE certification, the highest
rating. We look forward to working with
our new partners in 2023 and beyond.
Outlook
I am delighted with the strategic progress
we have made in 2022. We have laid
the foundations for a successful 2023
and beyond, and are now focused on
driving Sustainable Value Creation for
our customers, employees, communities,
environment and our investors.
Tom Greenwood
Group CEO
Governance ReportFinancial StatementsStrategic Report 17
Helios Towers plc Annual Report and Financial Statements 2022
Q&A with our Group CEO and CFO
2022 reflections and
strategic outlook
Q
A
Reflections on the Company’s
2022 performance and
strategic outlook with Tom
Greenwood and Manjit Dhillon.
Tom Greenwood
Group CEO
Manjit Dhillon
Group CFO
Q
A
You say the key phase of expansion is
complete, but you’ve still created an
ambitious new target of ‘22 by 26’?
Tom: That’s right, we delivered on our
IPO promises – two years ahead of plan.
This outcome also coincided with my
new role as Group CEO, so the time
was right to take stock, take soundings
with our expanded leadership team
and frame a refreshed strategy that
delivers value for all our stakeholders.
Ambition for growth continues to
sit at the heart of the new strategy.
However, the target of 22,000
sites by 2026 is a more gradual
expansion and allows us to focus on
realising the value of our enlarged
portfolio, which has seen significant
investment over the past few years.
Manjit: This means evolving and
maximising the competencies and
skills we have developed to grow the
business. We have set a number of
targets for delivering on our key impact
areas including climate action, creating
diverse and talented teams, ensuring
reliable mobile coverage and generating
attractive financial returns. Combined,
we believe this sets up the business
for long-term sustainable success.
2022 has been another strong year
for Helios Towers. What, for you,
were the highlights?
Tom: There are many, ranging from the
integration of our new markets and
driving strong organic growth, to
improving customer service and
elevating our employee training. But the
common thread that stands out to me
year after year is the talent and
commitment of our colleagues.
They delivered record site and tenancy
growth in 2022, and one of our best-ever
years for organic tenancy growth. That
not only translated into strong financial
performance but measurable social
impact, with six million more people now
included in the coverage footprint of our
towers as a result of our organic rollout.
They also embraced our Lean Six Sigma
principles, with 42% of our team holding
an Orange or Black Belt.
I’m pleased that our gender balance has
improved from 24% to 28%, and although
we have a way to go, diversity is a key
contributor to our progress.
Manjit: We achieved all of this against
a backdrop of global macro volatility,
including rising power prices and
inflation. We continued to deliver strong
organic growth and completed our key
expansion phase with the acquisitions
in Oman and Malawi. Since IPO in
2019, we have doubled our site count
and increased our markets from five
to nine. We now enter 2023 ready to
drive growth, and attractive returns on
invested capital, over the medium term.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 18
Helios Towers plc Annual Report and Financial Statements 2022
Q&A continued
Q
A
What risks are there to achieving
this strategy?
Tom: Our highest priority is health and
safety – it’s the first agenda item at
every Board meeting. We’re operating
in markets that have a landmass
greater than Europe, but with only
a fraction of the road and electricity
infrastructure. Risks include working
at height, working with power and
driving. Our focus is on operating at the
highest international safety standards –
and raising safety awareness and
practices with all the partners who
build and maintain our towers.
Another key challenge is achieving
our substantial growth target while
reducing our carbon footprint. That’s
something we’re tackling head-on
with a US$100 million investment
in low-carbon technologies.
Manjit: Another key factor is ensuring
we attract, retain and reward top talent.
We’re operating in complex markets
and offering best-in-class service, which
requires a unique skillset that we have
crafted over a number of years. That is
why we’re so focused on capturing the
voice of our colleagues through biennial
employee surveys, and, as importantly,
taking action from what we learn.
Tom: And finally, I would say that
managing supply chains effectively is
key. Not just so we can build for our
customers as rapidly as possible, but to
make sure we can power even the most
remote sites reliably. And that’s vital
to our ambitious goal of 30 seconds of
downtime per tower per week by 2026.
Q
A
Q
A
Global inflation was high this year. Did
you see any impact on your business?
Tom: It was a challenging year for the
world as a whole, emerging from the
pandemic to the effects of the Ukraine
war and rising inflation. While our
major markets of DRC and Tanzania
have fared well, even when compared
to the most developed economies,
we have witnessed rising inflation,
particularly in Ghana and Malawi.
A prime concern has been supporting
our colleagues. So in addition to our HT
SharingPlan, we introduced a Cost of
Living Award in 2022, designed to ease
some of the cost pressures. We also took
a more targeted approach to annual
salary increases, with those earning less
receiving a higher percentage rise.
Manjit: In terms of results, 2022
highlighted how well the business
has been set up to minimise the
impact of macro volatility on our
Adjusted EBITDA. Through CPI and
power escalators written into all
our customer contracts, and with
hard currency earnings, our growth
has been strong and linked almost
exclusively to the growth in tenancies.
Tom: The structural growth in our
markets is enormous, and so we haven’t
really seen the impact of a slowdown.
And operators are continuing to
expand their networks to tackle the
vast infrastructure and connectivity
divide in our markets. Our pipeline
is actually one of the strongest
we’ve ever had, so we’re excited for
continued delivery in the year ahead.
And do higher interest rates
impact your business?
Manjit: We don’t see this as a risk to
achieving our target of 22,000 towers,
or to driving returns higher. We always
allocate capital to the most attractive
investments available to us, and
underwrite investments to generate
attractive returns above our cost of
capital over the medium term. We
have walked away from a number of
investments over the years because
they did not meet our criteria, and
this is a fundamental element of our
Sustainable Value Creation pillar.
Importantly, our balance sheet
is solid. Our debt has a four-year
average remaining life and over 80%
of it is fixed, so there’s no immediate
requirement to adjust our debt
structure. But as ever, we will continue
to be opportunistic regarding debt
management over the coming years.
Q
A
So what are your priorities
as we head into FY23?
Tom: For our MNO customers,
we want to drive up our customer
service levels even further – and
that means responding even more
quickly and reliably to their needs.
And after our near-record organic
tenancy growth in 2022, we hope
that 2023 will be record-breaking.
For our people, I want to see more
progress in DEI and employee
engagement. Although our employee
survey ranked us in the upper-quartile
relative to other companies, we’re
looking at further learnings to make
us an employer of choice.
Manjit: 2023 is also the first year
following our platform expansion, so
we’re better placed than ever to capture
the structural growth opportunities in
our new and existing markets. We are
also very excited about our investments
in operational improvements which
will help us to reduce carbon over the
long term. Ghana will be our innovation
hub in 2023, trialling new solar and
hybrid configurations to reduce our
carbon footprint. So we’ve set the
stage to drive growth on a number
of fronts in 2023 and beyond.
Governance ReportFinancial StatementsStrategic Report 19
Helios Towers plc Annual Report and Financial Statements 2022
Strategic progress
Our strategic KPIs
We monitor our performance using a
range of KPIs and have set ambitious
targets to ensure that we remain focused
on delivering sustainable growth and
value to all our stakeholders.
Financial performance
Revenue
US$m
560.7
Adjusted EBITDA∆
US$m
Adjusted EBITDA margin∆
%
282.8
50.4%
2022
2021
2020
560.7
449.1
414.0
2022
2021
2020
282.8
240.6
226.6
2022
2021
2020
50.4
53.6
54.7
Operating profit/(loss)
US$m
Portfolio free cash flow∆
US$m
Return on invested capital∆
%
80.3
2022
2021
2020
201.4
10.3%
80.3
59.0
56.3
2022
2021
2020
201.4
168.3
174.4
2022
2021
2020
10.3
11.8
14.5
Read more about performance in Financial Statements
page 142
Δ Alternative Performance Measures are defined on pages 74–76.
1 Please see Glossary for definitions of our non-financial KPIs.
Impact KPIs1
Digital inclusion
Sites
13,553
2022
2021
2020
9,560
7,356
Tenancies
24,492
Tenancy ratio
1.81x
13,553
2022
2021
2020
24,492
18,776
15,656
2022
2021
2020
1.81x
1.96x
2.13x
Downtime per tower
per week
minutes
Rural sites
2.46
2022
2021
2020
1.10
1.32
2.46
5,593
2022
2021
3,289
2020
2,471
5,593
Local, diverse, talented teams
Local employees
in our OpCos
%
Female employees
%
Employees trained in
Lean Six Sigma
%
96%
2022
2021
2020
28%
2022
2021
2020
96
97
98
42%
2022
2021
2020
28
24
24
42
31
37
Climate action
Responsible governance
Carbon emissions per tenant
tCO2e
Four ISO accreditations
maintained
%
12.17
2022
2021
2020
100%
12.17
11.61
12.11
2022
2021
2020
100
100
100
Read more about performance
pages 20–39
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report
20 Helios Towers plc Annual Report and Financial Statements 2022
Impact report
Digital
inclusion
Our ambition is to enable digital
inclusion in Africa and the Middle
East by expanding our portfolio,
driving colocation growth and
delivering a reliable power service.
The mobile industry is uniquely
placed to contribute to all 17 UN
SDGs and therefore we believe
that the benefits of a more
connected future should be
accessible to all.
Sites
13,553
2021: 9,560
Tenancies
24,492
2021: 18,776
Tenancy ratio
1.81x
2021: 1.96x
Power uptime
99.97%
2021: 99.99%
Rural sites
5,593
2021: 3,289
Population coverage
141m
2021: 118m
Governance ReportFinancial StatementsStrategic Report 21
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Digital inclusion continued
Tackling the
connectivity and
infrastructure
divide
Mobile is a key enabler of social and economic
development, especially in our markets
where there is minimal fixed line connectivity.
Communities in our markets are increasingly
using mobile to access life-enhancing
services that contribute to achieving the
UN SDGs – from education and healthcare
to finance and gender equality. However,
despite the significant benefits mobile
has already brought to our regions, there
remains a vast mobile infrastructure and
connectivity gap in Africa and the Middle
East compared to more developed parts
of the world.
More than 50% of the population across
Africa and the Middle East are not
connected to mobile – c.860 million
people1 – more than the entire population
of Europe. By 2050, the population in
Africa and the Middle East is projected
to increase by approximately 70% to
2.9 billion, far exceeding the 9% growth
forecast across the rest of the world2.
To close this vast gap in mobile penetration,
drive digital inclusion and prepare for
significant future demand for mobile,
telecommunications infrastructure will need to
be built and operated efficiently. In fact,
Sub-Saharan Africa would need one million
more towers to match the same density per
person seen in Europe and the US today3.
Closing the gap with our business
model and record site expansion
We enable mobile operators to expand
and densify their mobile coverage more
cost effectively while delivering reliable
network service, even in areas with
limited grid availability. By expanding our
portfolio, improving our tenancy ratio
and delivering some of the highest levels
of power uptime, we are proud to be
closing the infrastructure and connectivity
gap and delivering long-lasting benefits
for people across our markets.
That is why our 2026 targets, announced
at our Capital Markets Day in May 2022, are
centred on owning and operating 22,000
towers, driving attractive lease-up of our
portfolio and targeting initiatives that create
stakeholder value, such as achieving 30
seconds downtime per tower per week.
In 2022, we made solid progress against
these 2026 targets, expanding our site
portfolio by a record 3,993 sites, ending the
year with 13,553 sites. This expansion was a
result of both acquisitions and strong
organic demand in our markets.
We acquired 3,242 sites in the year,
reflecting acquisitions in Malawi (723) and
Oman (2,519), the latter being our first
investment in the Middle East. We also built
751 sites, the most we have accomplished in
a single year. This resulted in 23 million more
people under the coverage footprint of our
sites – 17 million through acquisitions in
Malawi and Oman and six million through
build-to-suits.
Our tenancy additions of 5,716 were a record
too, reflecting strong organic growth and
entry in Malawi and Oman. As expected, our
tenancy ratio decreased slightly in the year
from 1.96x to 1.81x, due to the acquisitions in
Malawi and Oman.
Rural coverage
Nearly 200 million people in Sub-Saharan
Africa live in areas without mobile broadband
coverage, and a large portion live in rural
areas4. Governments in our markets
recognise the significant economic and
social impact of mobile and have set
ambitious goals to ensure the whole
population can access and benefit from
reliable mobile connectivity.
For MNOs, rural networks can be more
expensive and deliver lower revenues.
To support rural rollout, we are working
on lower-cost, more sustainable solutions
including lighter-weight towers supported
by off-grid green power systems.
We have set an ambitious target to own
and operate 7,000 rural towers by 2026.
We made significant progress in 2022
by adding 2,304 rural sites, bringing
our total to 5,593, which represents
approximately 40% of our portfolio.
Driving rural rollout
in Tanzania
In Tanzania, the Government’s Universal
Communication Service Access Fund
(UCSAF) was established to facilitate
greater access to communications to
drive socio-economic development –
particularly in rural and under developed
areas. We have supported MNOs build
over 250 rural UCSAF sites since 2019.
In 2022, 66% of all towers that we built
in Tanzania were in rural locations.
Population coverage
141m
2021: 118m5
Tenancy ratio
1.81x
2021: 1.96x
2026 tower target
22,000
1 GSMA database, accessed December 2022.
2 Calculated from UN World Population Prospects
database, July 2022.
3 GSMA database, TowerXchange, Statista.
4 GSMA State of Mobile Connectivity 2022.
5 2021 population coverage has been restated reflecting
updated data and modelling.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 22
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Digital inclusion continued
Innovation to improve
coverage in high
density areas
For densely populated environments where
there is poor mobile coverage and limited
space for traditional tower infrastructure,
we have developed innovative distributed
antenna solutions (DAS) to improve
connectivity for the local community.
The Tanzania Communications Regulatory
Authority asked our customers to develop
a solution for Kariakoo Market – the
country’s biggest and busiest market.
Coverage and capacity was a challenge
and market vendors had been deploying
their own boosters to try to improve their
signal. We collaborated with our MNO
customers to develop a future-proof
solution that could accommodate multiple
operators and support 2G, 3G, 4G and
additional spectrum bands.
We expanded coverage from an existing
tower nearby to equipment on two existing
lampposts in the market. We connected
these to the grid and installed a battery
back-up system. This bespoke solution
has significantly improved coverage and
capacity and vendors both inside and
outside the market building are now able
to do business much more effectively.
Power uptime ensuring
reliable mobile connectivity
Our commitment to our customers and
to enabling digital inclusion is centred on
maintaining reliable power, even in the most
remote locations or challenging conditions.
Individuals and businesses in our markets
need reliable connectivity to communicate,
to work, to access news, education and
financial services and purchase goods.
We provide world-class levels of power
uptime, including in areas where grid
electricity is unreliable or non-existent.
Despite only 16 hours of average grid
availability per day across our markets,
we provided power uptime of 99.97% –
or two minutes and 46 seconds average
downtime per tower per week –
ensuring our customers capture the
mobile demand, and end-users benefit
from a reliable mobile network.
Power uptime
99.97%
2021: 99.99%
This performance excludes our new markets
of Madagascar, Malawi and Oman, which will
be included from 2023 onwards, though we
have already seen positive improvements
since ownership. In Madagascar, downtime
per tower per week improved from 52
minutes at the start of 2022 to seven
minutes at the end of the year.
Since we started operations in Senegal
in May 2021, we have improved power
uptime from 99.94% to 99.99% through
our business excellence platform. This is an
improvement in downtime per tower per
week from five minutes 57 seconds in 2021
to 13 seconds in 2022.
We look at our towers holistically, assessing
the optimal power configuration to maximise
uptime, lower fuel consumption and reduce
greenhouse gas (GHG) emissions. Powering
a site with fuel is both carbon intensive
and expensive. Therefore, using grid
electricity and other lower-carbon solutions
not only reduces our environmental
footprint but also reduces costs.
Read more in Climate action
page 24
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Digital inclusion continued
Strategic
community
investment
By enabling connectivity, we promote
a number of fundamental human rights
and freedoms by giving people access
to life-enhancing services on a mobile
phone, particularly for some of the most
vulnerable communities in our markets.
According to the industry body GSMA, in
Sub-Saharan Africa, 17% of the population
are not covered by a mobile broadband
network and of those who are, over
half are not internet users. Significant
gender and rural/urban usage gaps also
persist; women in Sub-Saharan Africa
is 37% less likely to use mobile internet
than men, while rural communities are
54% less likely to use mobile internet
than those living in urban areas1.
Our approach to strategic community
investment is informed by this context and
focuses on using our core skills and expertise
to help our communities benefit from mobile
connectivity. We have identified three key
areas to maximise the long-term positive
impact we have, with a specific focus on
supporting women and rural communities:
– education, skills and digital inclusion;
– access to cleaner power and amenities; and
– climate and carbon.
1 GSMA State of Mobile Connectivity 2022.
Read more about our approach in
Strategic Community Investment
Helios Towers School of Engineers
We are committed to investing in youth
skills development through our School of
Engineers work experience programme.
In 2022, we reviewed how to maximise
the impact of the programme and
developed a Group-wide framework
to provide students and graduates
with rewarding work experience in our
business. We have set an ambitious
target for a 50% female intake. We are
launching tailored programmes for each
of our markets, starting with learnerships
in South Africa, a graduate scheme in
Senegal and internships for National
Service graduates in Ghana. We will
share learnings with our other markets in
2023 to ensure impact as we implement
the programme across the Group.
School ICT lab
in rural Ghana
We built an ICT laboratory for Ata
Ampuuruum School in a rural community
in northern Ghana.
We recycled and refurbished three cell
site containers for the lab and equipped it
with recycled laptops and solar panels for
renewable electricity.
We partnered with our customer AirtelTigo
to provide broadband connectivity to bring
digital education to more than 200 pupils in
the school.
The lab is also being used by seven schools
in neighbouring villages, extending our
impact to a potential 1,200 children.
HIGHLIGHTS FROM OTHER MARKETS
Tanzania
We provided digital equipment to Nyumbu
Secondary School in partnership with
Vodacom Foundation. We also continued our
partnership with charity partner Camara,
developing and equipping an ICT lab for
Kurasini Secondary School, training teachers
and providing over 2,200 students with
access to digital learning.
DRC
To support communities to access
cleaner power, we launched a trial of
newly designed, fully renewable phone-
charging stations at rural sites. This will
help off-grid communities to charge their
phones for free without having to walk
long distances or use fuel for electricity.
Congo Brazzaville
We refurbished facilities at a primary school
in the rural region of Poto-Poto, ensuring
a safe learning environment for all – before
creating a multimedia classroom for almost
700 students. In partnership with MTN, we
provided laptops and digital equipment as
well as funding ICT training for teachers.
South Africa
Working with the non-profit iSchoolAfrica,
we offered secondary school girls the
opportunity to spend a day shadowing
different departments at Helios Towers.
We also developed work readiness
sessions to help girls with CV writing
and interview preparation.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 24 Helios Towers plc Annual Report and Financial Statements 2022
Impact report continued
Climate
action
While Africa is home to more than one
billion people – nearly 15% of the global
population1 – it contributes less than 3%
of global energy-related CO2 emissions
and is a region with some of the world’s
lowest electrification rates2.
We believe we must continue
to expand our infrastructure to close
the vast gap in our markets, enabling
connectivity for millions of people.
Decoupling this business growth from
emissions remains a major challenge
in our markets. We are investing in
low-carbon solutions to power our
customers’ networks and addressing
the impacts of climate change on
our operations.
1 World Population Prospects 2022.
International Energy Agency: African Energy Outlook 2022.
2
Includes Scope 1 and 2 emissions in our five established markets, see page 28.
3
4 Data in this Climate action section excludes Oman, unless otherwise specified.
Carbon emissions per tenant (tCO₂e)3
12.17
2021: 11.61
Sites with hybrid and solar solutions4
31%
2021: 31%
2022 investment in Project 100
$9m
Governance ReportFinancial StatementsStrategic Report 25
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Climate action continued
Reducing
environmental
impact
Our infrastructure-sharing model is helping
to reduce the overall emissions of the
mobile industry in our markets. Through
our carbon roadmap, we are committed to
reducing our footprint and supporting our
customers to meet their reduction targets.
Mobile technology drives sustainable
development and is fundamental for the
transition to a low-carbon economy in
the regions where we operate. Mobile
can also be instrumental in helping
other industries avoid emissions1.
Our commitment to our customers and
to enabling digital inclusion relies on
maintaining reliable power and network
service, even in the most remote locations
or challenging conditions.
As many areas we serve have non-existent,
limited or unreliable access to mains
electricity, we currently rely on generators
to guarantee power for our customers’
equipment on most of our sites. We
have a significant variance in the supply
of grid electricity across our markets,
from seven hours a day on average in
DRC to 23 in Ghana and Senegal.
Our carbon roadmap builds on our
strategy since 2015 to reduce reliance
on generators, connect to the grid and
use hybrid and solar solutions wherever
possible to maximise power uptime.
1 GSMA ‘The Enablement Effect’ 2019 study.
Average grid hours per day, by market
7
9
9
10
15
19
23
23
DRC
Madagascar
Malawi
Congo B
South Africa
Tanzania
Ghana
Senegal
Sites connected to the grid
Hybrid sites
Solar sites
72%
31%
6%
Infrastructure-sharing model reducing emissions
Increasing colocation on our towers enables
us to reduce the environmental impact
of powering mobile connectivity, when
compared to the traditional operator-owned
model. Only one generator or power supply
is needed to cater for multiple tenants,
minimising maintenance visits and saving
thousands of kilometres driven each month.
Our infrastructure-sharing model also
avoids emissions from tower steel, concrete
foundations and additional assets required
if each MNO built its own sites.
By reducing emissions from our towers,
we are also helping our customers to
reduce their indirect emissions.
With diesel being the largest operating
cost at a tower site and a significant
contributor to our footprint, we focus on
reducing diesel consumption in favour of
lower-carbon and renewable sources of
power. The more tenants per tower, the
lower diesel emissions per tenant as
shown below.
Two tenants
Three tenants
Four tenants
Vs
Vs
Vs
34%
reduction in average diesel
emissions per tenant
40%
reduction in average diesel
emissions per tenant
45%
reduction in average diesel
emissions per tenant
For more on how we identify the most
appropriate solutions for each site, see
Carbon Reduction Programme
page 27
Colocation
Single tenant site
Average diesel emissions reductions have been calculated from diesel consumption figures for our five established
markets, comparing diesel consumption on towers with one, two, three and four tenants.
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Climate action continued
Our carbon target
Our target is to reduce carbon intensity per
tenant by 46% by 2030. The target covers
Scope 1 and 2 emissions where we can make
the most material impact, and covers the
five markets where we were operational
in our 2020 baseline year. This 2030 target
translates to maintaining absolute emissions
for these markets at 2020 levels, despite the
significant growth required to tackle the
mobile infrastructure gap.
Our long-term ambition is to become a Net
Zero carbon emissions business by 2040.
In practice this will mean a 90% reduction
in our Scope 1, 2 and 3 emissions from our
2020 baseline. We have to balance our
ambition with some realities:
– several of our markets have nascent
national grid infrastructures; our carbon
ambitions rely on our markets expanding
grid infrastructure while simultaneously
greening their grid mix;
– public policy in our markets needs to
support the rollout of new, lower-carbon
technologies and self-generation of
renewable energy; and
– expected 5G rollout in the coming years
will significantly increase the energy
demand on our towers1.
Project 100 is focused on reducing our
dependence on diesel; our Net Zero ambition
will continue in this direction by seeking to
replace diesel usage with grid connectivity,
battery storage, renewables and alternative
clean fuel technologies. During 2023, we will
look to review decarbonisation pathways
within our control to progress towards our
long-term ambition. We will also update our
2030 carbon target to include operations in
Senegal, Madagascar, Malawi and Oman.
OUR 2030 TARGET 2
46% CO2e reduction
per tenant from
2020 baseline
HOW WE WILL ACHIEVE OUR TARGET
2022–2030
Colocation
growth
Adding more tenants
onto our towers
Carbon reduction
programme
Building and scaling our current
carbon reduction initiatives
Carbon reduction
innovation
Investing in innovative solutions
to further reduce our carbon
Project 100
US$100m investment
Strategic partnerships
with our customers and suppliers for low-carbon solutions
Supportive public
policy environment
Proliferation and
decarbonisation of grid electricity
Innovation in battery
and renewable solutions
ENABLERS
Project 100
We have committed to invest US$100
million between 2022 and 2030 on carbon
reduction and innovation programmes.
This investment will reduce emissions as well
as drive attractive return on invested capital
for our business as we reduce reliance
on generators.
Each market requires a bespoke approach
to carbon emissions reduction. We look at
optimising energy efficiency through better
configuration of our assets and leveraging
improvements in battery technology. We also
review solar radiation potential, wind speeds,
emissions intensity of the national grid and
availability or potential for Power Purchase
Agreements to decide on the right approach
for each market.
In 2022, we spent US$9 million on grid
connections, power equipment upgrades,
Remote Monitoring Systems (RMS) and
hybrid solutions. We expect this investment
will support carbon reduction over the
coming years.
2022 investment in Project 100
$9m
1 Mobile technologies, particularly 5G, can help other industries save energy: GSMA ‘The Enablement Effect’ 2019 study.
2 Our target currently covers the five established markets where we were operational in our 2020 baseline year:
Tanzania, DRC, Ghana, South Africa and Congo Brazzaville.
Governance ReportFinancial StatementsStrategic Report 27
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Climate action continued
Carbon reduction programme
Through our carbon reduction programme,
we are reducing reliance on diesel and using
more efficient, cleaner power solutions.
Each site is unique and our Performance
Engineering team assesses ways to optimise
performance through lower-carbon power
configurations that also deliver attractive
financial returns on a targeted basis. The
team identifies alternative energy sources
depending on location, power requirements
and commercial feasibility.
We are implementing RMS to support
real-time site performance management
and analysis. RMS allows us to proactively
optimise performance by providing a
real-time view. With the ability to identify
and rectify issues as they arise, we can
improve our power reliability as well as
reduce our fuel consumption and emissions.
We have installed RMS on 29% of our sites
with continued rollout planned in 2023.
We are continually improving energy
efficiency and the effectiveness of our
maintenance programme to prolong the
life of our assets. We invest to develop the
technical skills of our maintenance partners
as they play a front-line role in reducing
carbon emissions through efficient and
effective maintenance of our towers and
power solutions.
Connecting to the grid
Where possible, we always try to connect
off-grid sites to a grid supply to reduce fuel
consumption. In Tanzania, we have worked
with TANESCO, the national electricity
company, to expand the grid to more rural
areas. In 2022, we connected 325 sites to
grid, reducing our diesel consumption. 83%
of our sites in Tanzania are now connected
to the grid.
Grid optimisation
We are continually working on improving
our sites’ utilisation of the grid. The data
from RMS allows us to understand the
quality of the grid and grid utilisation, which
then informs the potential improvements we
make to sites.
As Ghana is one of our most mature
markets, in 2023 it will be an innovation
hub for trialling – and providing
training on – new technologies. Our
team will focus on deploying solar and
enhanced hybrid configurations on
around half of our sites in Ghana.
Carbon reduction innovation
With the expected increase in power needed
for 5G technology, we are committed
to exploring lower-carbon, innovative
solutions to power our towers, including:
Wind technology
Wind technology is most effective where
average wind speed exceeds five metres
per second. We have analysed wind speeds
across the regions in our markets and are
trialling using wind to power towers in
Tanzania in 2023. Results of this trial will
determine future deployment.
Alternative fuel
We are planning to trial a pioneering
new-technology generator which offers
reliable power with a low maintenance
requirement, less noise and lower emissions.
It is also fuel-agnostic and can run on diesel,
kerosene and low-carbon fuels such as
HVO (hydrolysed vegetable oil), biogas
and hydrogen. This will help to future-proof
generators as lower-carbon fuels become
more available in our markets. We will be
trialling these generators in Congo
Brazzaville in 2023.
Hybrid solutions
We are continually evaluating how we can
leverage more from hybrid installations.
We want to maximise the power we consume
from battery technology, whether this be
limiting generator runtime on an off-grid
site or eliminating the generator running at
all on a grid site. Our transition to advanced,
longer-life lithium battery technology
supports this approach.
Solar solutions
As part of our carbon reduction efforts,
we are committed to improving our own
generation from renewable sources. We
use solar solutions where possible at off-grid
and limited-grid sites, depending on factors
such as location, space and site performance
needs. For example, powering a two-tenant
site by solar would require an area
equivalent to the size of a tennis court.
Solar solutions are most cost-effective at
single-tenant, rural, off-grid sites. Since
we began installing solar in 2016, we
have seen improvements in power output
and with further innovation expected
in panel technology, this will be a key
solution for our Net Zero ambition.
In DRC, 17% of our towers use solar as the
primary source of energy to power the full
site load. We are now also starting to deploy
solar as a complementary power source.
The nature of our modular site design
allows us to introduce solar to improve
the effectiveness of hybrid installations.
Mini-grids
We are working with a solar-based
mini-grid company in DRC to supply
renewable power to selected off-grid,
rural towers, with the additional benefit
of connecting the local community to
clean energy.
Average grid availability on these sites is
19 hours a day, compared to an average
of seven hours across our portfolio from
the national grid. Connecting to the
mini-grids significantly reduced the
generator runtime and avoided 130,000
litres of diesel in 2022.
We are looking to expand this partnership
in DRC as well as investigate trialling
similar Power Purchase Agreements in
other markets in 2023.
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Climate action continued
Emissions
and energy
Tracking our energy consumption and its
associated emissions is a key input for
actioning our carbon roadmap.
By reducing emissions from our sites, we
are also helping our customers to reduce
their indirect emissions. Our colocation
model reduces the environmental impact
of powering mobile connectivity when
compared to the traditional operator-
owned model. We are also engaging
with our customers, sharing data and
collaborating to reduce our overall impact.
Recalculations
In line with our Recalculation Policy
(see Reporting Supplement), we have
recalculated our 2020 and 2021 footprints
as a result of:
– acquisitions: Senegal, Malawi and
Madagascar;
– data accuracy improvements (such as
emissions intensity data from the
International Energy Agency) and
standardisation in our data
methodologies; and
– additional categories included in Scope 3.
Our 2022 carbon footprint
Our Scope 1 emissions have increased
largely due to greater fuel consumption
in markets such as DRC and Tanzania.
For example, drought in Tanzania affected
the country’s hydropower generation in
2022, leading to more grid outages and
increased reliance on back-up generators.
While our strategy to connect more sites
to the grid has increased our electricity
consumption, our Scope 2 emissions have
decreased as we have seen reductions in
the emissions intensity of national grids
in certain markets such as Senegal. The
proliferation and decarbonisation of the
national grids in our markets will play a
key part in our Net Zero ambition.
Our Scope 3 emissions have decreased in
2022, largely due to a reduction in spend on
capital goods compared to 2021. The most
material Scope 3 category is related to the
emissions from the upstream activities of
extracting, refining and distribution of fuels
and electricity for our towers, constituting
over 60% of emissions. Our focus on
reducing fuel consumption will result in
reduced emissions from this category.
Our 2022 footprint1 tCO2e
33%
385,802
44%
23%
Scope 12
Scope 22
Scope 32
Total emissions per year (tCO2e)
2020
2021
2022
Scope 1
148,120
146,008
169,776
Scope 2
86,074
96,506
87,000
Scope 3
127,873
153,095 129,026
Total
362,067
395,609 385,802
Our 2022 Scope 1 and 2 emissions have
been externally assured.
1 Our 2022 footprint includes operations in Tanzania, DRC, Ghana, South Africa, Congo Brazzaville, Senegal, Madagascar
and Malawi. Towers operations in Oman have not been included due to limited data following acquisition closure in
December 2022. We will recalculate our footprint to include Oman in Group reporting from 2023 onwards.
2 Scope 1 includes tower diesel and fuel used for company vehicles. Scope 2 includes tower grid electricity and
electricity purchased for our offices. Scope 3 includes well to tank and transmission and distribution of energy, capital
goods, purchased goods and services, business travel, freight, employee commuting and working from home emissions,
and downstream leased assets. We are continually reviewing our boundary to ensure relevant Scope 3 activities are
included. Scope 3 emissions only include new markets once they have been acquired. Scope 3 emissions include
calculations using the Comprehensive Environmental Data Archive (CEDA). We updated emission factors from CEDA
version 5 to 6 and prior years have been recalculated and restated to ensure accurate year-on-year comparisons.
3 Per tower and per tenant data is based on the average number of towers and tenants during the year, calculated using
monthly data.
For more on our Assurance Statement
and Recalculation Policy see our
Reporting Supplement
Performance against target
Our carbon target, launched in late 2021,
covers Tanzania, DRC, Ghana, South Africa
and Congo Brazzaville – the five markets
where we had operational data for the 2020
baseline year. These markets represent 80%
of our total 2022 Scope 1 and 2 emissions.
Scope 1 and 2 emissions per tower
and per tenant3 (tCO2e)
Tower
Tenant
2020
25.48
12.11
2021
25.09
11.61
2022
26.25
12.17
We saw a marginal increase in emissions
intensity relative to the 2020 baseline,
due to more fuel intensive (and therefore
more carbon intensive) markets, principally
DRC, growing tenancies faster than the
Group average.
We remain focused on driving long-term
reductions across the Group through our
targeted investments. In addition to the
continued rollout of RMS and implementation
of energy efficiency measures, we will be
focusing on initiatives bespoke to each OpCo.
For example, we will be prioritising grid
connections and restorations in DRC as
the national grid has the lowest emissions
intensity of all of our markets. In Tanzania, we
will be using alternative hybrid configurations
to reduce generator runtime and trialling
solar as a complementary power source
on sites connected to the national grid.
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Climate action continued
Refreshing our 2030 target
In 2023, we will be working to refresh our
2030 target to include acquisitions in Senegal,
Madagascar, Malawi and Oman and reviewing
emissions reductions initiatives in these
new markets.
Our overall equipment upgrade and
maintenance programme will support
energy efficiency improvements in these
new markets and we will also introduce
additional carbon reduction initiatives.
We have identified opportunities for grid
connections in Malawi and sites with
potential for solar and wind in Oman.
In parallel to continuing RMS deployment
in our existing markets, we will start rollout
in new markets. This will further support
site optimisation and the identification of
further initiatives.
Energy efficiency
Optimising our energy consumption
and its associated emissions is a key
input for actioning our carbon roadmap.
The most significant part of our total energy
consumption is diesel for our towers.
Grid electricity across our markets has
lower emissions than diesel consumed by
our generators which is why we focus on
connecting to the grid wherever possible.
We then leverage renewables and battery
technologies to reduce both fuel and grid
consumption and carbon.
We are also evaluating opportunities for solar
at our offices and warehouses. Additionally,
we continually optimise maintenance visits to
avoid thousands of kilometres potentially
driven each month.
Energy use (kWh)
Tower grid electricity
265,869,372
UK Streamlined Energy and
Carbon Reporting (SECR)
In accordance with SECR requirements, the
table provides a summary of GHG emissions
and energy data for Helios Towers’ UK office,
in comparison with global data. Our reporting
is prepared in accordance with the WRI
Greenhouse Gas Protocol: Corporate
Standard, Revised Edition.
Scope 1 (tCO2e)
Scope 2 (tCO2e)
Scope 3 (tCO2e)
Total gross Scope 1 and Scope 2
emissions (tCO2e)
tCO2e per tower
tCO2e per tenant
20211
UK and
Offshore
Global2
UK and
Offshore
0
20
146,008
96,487
0
32
2022
Global2
169,776
86,968
8,580
144,515
5,565
123,461
20
–
–
242,495
25.50
13.17
32
–
–
256,774
25.19
12.98
Office grid electricity
882,536
Generator diesel
652,731,847
Energy consumption used to
calculate above emissions (kWh)
92,167
807,234,301 163,034 929,187,646
Vehicle diesel
Vehicle petrol
Total
7,131,070
2,735,855
929,350,680
For more on our TCFD disclosures
page 64
1
2
2021 emissions, intensities and energy consumption
have been restated to reflect acquisitions in new
markets and data improvements.
‘Global’ excludes UK and offshore.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 30 Helios Towers plc Annual Report and Financial Statements 2022
Impact report continued
Local, diverse,
talented teams
Our business performance is built
on shared success and a working
environment that is safe and
inclusive. We strive to promote
diversity, equity and inclusion as
well as embedding a culture of
learning and development.
Local employees in our OpCos
96%
2021: 97%
Female employees
28%
2021: 24%
Employees trained in Lean Six Sigma
42%
2021: 31%
Near miss reporting rate
92%
2021: 32%
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Local, diverse, talented teams continued
Health
and safety
The safety of our people and partners is a
priority in everything we do and is one of
our key human rights impacts. We work in
markets with limited regulatory oversight
and weak enforcement of safety, and
therefore our ambition is to significantly
improve awareness of safe working practices.
We work closely with our contracted
partners, who build and maintain our towers,
to create a shared safety culture and to
improve standards across the industry.
We monitor and report on the safety and
performance of our contracted partners in
the same way we do our own people.
Safety: encouraging a reporting
and learning culture
Our approach is centred around encouraging
our partners and colleagues to report near
misses and all incidents. This broadens the
foundation (bottom of the safety pyramid
below) from which we can learn from
mistakes and reduce the risk of more severe
incidents and fatalities (top of the pyramid).
We recognise that recordable incidents such
as lost time injuries and restricted workday
cases are significantly under-reported in our
industry and markets. We believe we need
to increase this visibility to drive our learning
culture which can inform improved
operational controls.
We are pleased that our total recordable
incident reporting has improved by 88%.
The Group Incident Review Board uses
learnings from this increased reporting of
incidents to drive reforms to our processes
and practices to improve safety performance.
Safety performance (combined
contracted partners and Helios Towers)1
Lost-time incident frequency rate
2022
2021
2020
0.52
0.24
0.20
Total recordable case frequency rate
2022
2021
2020
0.66
1.24
1.12
Road traffic accident frequency rate
2022
2021
2020
2.08
2.44
2.67
Safety pyramid
Fatality
Lost time
injuries
Restricted
workday cases
Medical
treatment cases
First aid cases
Near misses
Observations
Decrease in fatality frequency rate
68%
Near miss reporting rate
92%
Safety management and governance
Our culture of safety starts from the top;
the first item on the agenda of every
Board meeting is health and safety. Our
approach combines adhering to the highest
international safety standards, with training
and development for our people and
partners, rigorous performance monitoring
and a culture of continuous improvement.
We are guided by our management system
which complies with the ISO 45001 health
and safety standard. All eight markets
operational for the majority of 2022 are
certified to this standard and we also provide
active guidance to help our maintenance
partners achieve it as well. In 2022, 14
out of 17 maintenance partners were
ISO 45001 certified.
The leadership team in each OpCo
undertakes monthly site safety tours
and our Executive Committee colleagues
undertake one site safety tour during OpCo
visits. The OpCo Managing Directors also
review detailed safety, health, environment
and quality (SHEQ) assessments with
maintenance partners every month. We use
a bespoke quantitative benchmarking tool
consisting of 127 SHEQ criteria to audit our
partners. Performance is reviewed during
the SHEQ governance reviews at both
Group and OpCo levels. During the year,
our maintenance partners scored 96% in
our audit.
In 2022, we also developed a detailed
SHEQ induction video explaining safe
working practices for all Helios Towers
and partner employees.
1 All occupational incident frequency rates are the
number of incidents per million hours worked on a
12-month rolling basis. Road traffic accident frequency
rates are per 1,000km. For specific data relating to
Helios Towers colleagues, see the GRI index in our
Reporting Supplement.
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Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Local, diverse, talented teams continued
Safety initiatives implemented
Increased reporting has guided the
initiatives we have implemented to
reduce our greatest areas of risk,
including working at height and driving.
Working at height
When the reporting of low-severity
incidents showed operational personnel
directly handling suspended loads, we
mandated the use of taglines designed
to help keep control during heavy lifting.
All our partners have received specific
training for safe mechanical lifting,
with all lifting equipment being checked
and certified as fit for use by a third party.
Driving
With driving being the greatest physical
risk to both Helios Towers’ and our
partners’ workforces, we continue to
deliver defensive driving training.
We mandate that our vehicles, and those
of our partners, are equipped with an
in-vehicle monitoring system (IVMS).
This has improved driving behaviours
and reduced our accident frequency rate.
IVMS also helps us to proactively
understand driving behaviours,
statistically identify drivers who are at
greater risk of having an accident and
intervene with remedial actions.
We plan to fit all OpCo and partner vehicles
with dashcams to better understand driving
parameters that IVMS cannot measure, such
as seatbelt compliance.
We have an intervention framework to
ensure that all fleet managers respond to
any real-time driving violations and that the
SHEQ team is involved for recurring ‘at-risk’
driving behaviours.
Where driving performance has remained
consistently within our threshold limit, we
have continued to see no significant road
traffic accidents throughout the year.
Raising industry standards
We partnered with Nokia, Delmec and
Gravity Training for the fourth annual
Lifting Safety to New Heights event,
promoting higher standards for health
and safety in the telecoms industry
in Africa.
Our Group Head of SHEQ,
Will Richardson-White, was a keynote
speaker, sharing our progressive
approach to developing a more open and
transparent reporting culture. There were
also practical demonstrations on solutions
such as mechanical rigging and lifting,
driver monitoring and drone inspections.
Highest standards of
safety in erecting towers
To reinforce the highest standards of
safety when erecting towers, we worked
with safety company Gravity Training
to develop a bespoke training course
for our tower build partners.
We conducted practical training
sessions in Malawi and Senegal in 2022,
training our partners’ teams on a new
construction methodology with best
practice safety procedures.
These include fall protection during
all phases of site development and
using mechanical rather than manual
lifting with the implementation of
capstan hoists.
Decrease in our road traffic
accident frequency rate
15%
Maintenance partners
certified to ISO 450011
82%
Maintenance partners with in-vehicle
monitoring systems installed
94%
1 New maintenance partners have 18 months to
achieve the ISO 45001 Health and Safety standard
from the start of their contract with Helios Towers.
Governance ReportFinancial StatementsStrategic Report 33
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Local, diverse, talented teams continued
Building
a thriving
workforce
Our people are at the heart of our success
and our greatest asset. We provide them
with the tools and support to grow and
innovate and we strive to create a motivating
and inclusive work environment.
Employees by region
141
104
39
31
29
51
6411
49
45
110
42
Tanzania
DRC
Congo B
Ghana
Senegal
Madagascar
Malawi
Oman
We continually strive to build a more
inclusive culture where Customer Service
Excellence and innovation are central to
the way we operate. We are committed
to harnessing diverse talent and skills and
maximising the positive impact we have
in our markets by hiring and empowering
localised workforces. In 2022, we had
96% local employees in our operating
companies. Our 2026 target is 95–100%
to allow flexibility for us to offer colleagues
opportunities to work in different markets.
Engaging our people
In what has been a transformational year of
growth for the business, effective and frequent
communication and team-building have
become more important than ever. We have
refreshed our Group-wide quarterly town halls
and OpCo team meetings to maintain regular
engagement with our teams and embed our
Sustainable Business Strategy.
During the year, our Group CEO visited all our
markets and held roundtables with each local
team to discuss opportunities for future
success. Our designated Non-Executive
Director for workforce engagement, Sally
Ashford, also held ‘Voice of the Employee’
engagement sessions with colleagues.
Key themes included more visibility around
mobility assignments as well as career
development opportunities. These have
been captured in the action plan for 2023.
South Africa
Corporate
For more details, see our Governance Report
page 84
1
Includes permanent, fixed-term and temporary
employees; reflects year-end data.
‘Outstanding workplace in 2022’ by People
Insight for our 87% engagement score.
2022 Engagement Survey
We commissioned an external
consultancy, People Insight, to undertake
our biennial engagement survey of our
team members. The survey provided
important feedback on our initiatives and
areas for improvement such as wellbeing
and work-life balance, as well as reviewing
the benefits we offer. The OpCo MDs and
HR leaders have developed localised
action plans in these areas, against which
progress will be reported to the Executive
Committee and the Board.
Response rate
100%
2020: 93%
Engagement score
87%
2020: 90%
Colleagues are proud
to work for Helios Towers
92%
2020: 93%
I can get the training and
development I need to do my job
84%
2020: 67% (most improved score in 2022)
CEO Commendation
award
I launched the CEO Commendation
award to recognise and reward
colleagues for their outstanding
contribution to building a sustainable
business. I was delighted to receive
170 nominations. With the help of
the Executive Committee, 11 winners
were selected from across the
breadth of our business for their
proactivity and innovation in
delivering our strategy in areas
such as energy efficiency, carbon
reduction, using Lean Six Sigma
principles, Customer Service
Excellence and community
engagement. The winners chose
from trips to sporting events or a
local holiday.
Tom Greenwood
Group CEO
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report
34
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Local, diverse, talented teams continued
Developing a diverse, inclusive workforce
We strive to be a business whose workforce
reflects the customers and communities we
serve. Diversity, equity and inclusion (DEI) sits
at the core of our values and our Sustainable
Business Strategy.
Improving gender diversity within the
business is a priority for the Board. In 2022,
we saw improvements; our Executive
Committee comprised 27% women and we
had 28% women working in our business
(2021: 24%), making great progress towards
our 2026 target of at least 30% women.
For more on management and Board
diversity, see the Nomination Committee
Report pages 99–102.
In 2020, we signed the UN Women’s
Empowerment Principles and are using
these to inform our approach to DEI, both
within our business and our value chain.
For more details on how our work aligns with
the principles, see our Reporting Supplement
In 2022 we also conducted a specific
diversity and inclusion survey, asking
our colleagues to share their priorities
and ideas to inform our approach. The
results indicated that we are perceived
as a business that values diversity and
encourages merit-based progression.
Ideas and follow-up actions included:
– Diversity training: we launched our first
mandatory training module on ‘Your role
in workplace diversity’;
– Mentoring: we launched the Helios Towers
Women’s Mentoring Programme with
our female Board members mentoring
female leaders across the business; and
– Increased focus on recruiting more
women engineers: our School of
Engineers programme is targeting
a 50% female intake.
In addition, we are reviewing all of our key
HR policies and processes through a DEI
lens, making updates such as our parental
leave policy.
Level 1 B-BBEE certification
in South Africa
In October 2022, our South African
business attained Level 1 B-BBEE
certification – the highest rating – reflecting
the team’s commitment to empower local
skills and talent, and drive socio-economic
development in South Africa.
The team has also made great progress
on creating a more gender-diverse and
inclusive team. We had 49% women in
our workforce in 2022, compared to 18%
when we started operating in South Africa
in 2019.
Gender (%)
Ethnicity (%)
28
18
10
72
Female
Male
72
Ethnically diverse background
Other
Not disclosed
Strong commitment to gender equality
at the leadership level is a critical driver
for change and growth. I’m proud to
champion this, alongside the rest of
the Board and Executive Committee.
I’m passionate about helping Helios
Towers to build a stronger pipeline of
women – and supporting both women
and men develop a more inclusive
working environment.
Carole Wainaina
Independent Non-Executive Director,
Helios Towers plc Board
Governance ReportFinancial StatementsStrategic Report 35
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Local, diverse, talented teams continued
Embedding a culture of learning
and development
We invest significantly in training, both
for our people and our maintenance
partners, to upskill them to drive excellent
customer service and drive efficient
operations. In 2022, we invested US$1.2
million in learning and development
programmes for our people.
Our learning management system provides
our workforce and partners with access to
digital learning modules covering business
skills, compliance, health and safety,
environment and field-based preventative
maintenance. In 2022, our colleagues
completed 13,000 hours of training.
In our 2022 engagement survey, the
question, ‘I can get the training and
development I need to do my job’, had
the most improved score; 67% in 2020
to 84% in 2022.
Lean Six Sigma: driving business excellence
Since 2016, Lean Six Sigma processes
have been transformational, improving
customer service, transparency and
business resilience. Lean Six Sigma is
renowned for helping businesses to
increase productivity, reduce inefficiencies
and improve the quality of output.
Applying its principles over the last
five years has enabled our teams to ask
why we are doing a particular activity,
whether it needs to be done, and if it is an
efficient and sustainable way of delivering
a solution to our customers. Asking
these questions has unlocked multiple
benefits and operating efficiencies.
With 42% of our colleagues trained in Lean
Six Sigma, we are making good progress
towards our ambitious 2026 target of 70%.
Colleagues trained in Lean Six Sigma
42%
2021: 31%
5
A
C T
1
P
L
A
N
LEAN SIX SIGMA
METHODOLOGY
4
2
S
T
U
D
Y
O
D
3
1.DEFINE
Define the problem
2.MEASURE
Quantify the problem
3.ANALYSE
Identify the cause of the problem
4.IMPROVE
Solve the root cause and verify improvement
5.CONTROL
Maintain gains and pursue perfection
Developing the leaders
of tomorrow
To help build a pipeline of future
leaders, we launched a bespoke
Leadership Development Programme
in 2022 with the prestigious Cranfield
School of Management.
The programme began with 50 of our
team members from various functions
and markets across the business.
We are proud to share that 12 of these
participants were promoted in 2022.
In 2023, we are looking to expand
the intake, including another
gender-balanced cohort of colleagues.
We are also strengthening our strategic
sales approach by training more
colleagues in Miller Heiman
methodology to drive closer
partnerships with our customers.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report
36 Helios Towers plc Annual Report and Financial Statements 2022
Impact report continued
Responsible
governance
Our governance structures and
policies help us to deliver on our
strategy, manage our performance
and ultimately support the value we
create for all of our stakeholders.
Embedding our culture
of compliance
Responsible governance underpins our
Sustainable Business Strategy and guides
how we work as well as the positive
impact we create for our stakeholders.
Our compliance culture is embedded in our
daily activities. In our new markets, we trained
both our own teams as well as our partners
and third parties on our Group policies and
procedures. We also appointed and trained
compliance champions in each OpCo.
Four ISO accreditations maintained in 2022
100%
2021: 100%
MSCI rating reflecting strong
governance of ESG risks
‘AAA’
Governance ReportFinancial StatementsStrategic Report 37
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Responsible governance continued
Governance
and ethics
A combination of responsible governance
and ethical business practices is critical for
building trust with all our stakeholders.
We work in partnership with our suppliers
to support a sustainable and resilient
supply chain.
Compliance and oversight
We apply the highest standards of
governance and comply with applicable
laws and best practice. With our rapid
expansion into new markets, part of
the challenge of managing growth is to
ensure continued focus on ethical business
conduct is uncompromised wherever we
do business. Our Compliance Programme
is managed by our Group Legal function,
with Board oversight. Compliance is
included as a standing agenda item on all
Board, Audit Committee and Executive
Leadership Team meetings. We also
have Regional Compliance Managers for
Anglophone and Francophone markets
responsible for overseeing and embedding
compliance across our operations. They
are supported by a trained network of
compliance champions in each market.
Our Code of Conduct sets out our
commitment to business integrity.
It covers a broad range of topics including
handling conflicts of interest, compliance
issues and other corporate policies such as
equal opportunity and non-discrimination
standards. The code is supported by our
Third-Party Code of Conduct and internal
Integrity Policy that serve to address specific
risks including bribery and corruption as
well as labour standards requirements.
Monitoring and evaluation
We conduct a programme of compliance
monitoring in each of our OpCos at least
twice a year. A report summarising findings
is shared with OpCo management and the
Executive Leadership Team, together with
any remediation plans to be implemented in
each OpCo. Through our reporting hotline
EthicsPoint®, anyone can raise concerns
about actual or potential non-compliance,
confidentially and anonymously.
The General Counsel and Company Secretary,
Director of Human Resources and the
Group Head of Compliance receive details
of all incidents reported via the hotline.
The Audit Committee also has oversight of
all cases that are logged on EthicsPoint®.
We investigate all whistleblower reports
in line with Group policies, which include
non-retaliation provisions. Appropriate
disciplinary and remediation actions for
non-compliance are identified and effected,
as necessary. A simplified mobile portal is
also available for reporting any potential
concerns.
Anti-bribery and corruption
We have a zero-tolerance policy towards any
form of bribery and corruption and expect
all our colleagues and contracted partners
to uphold our standards. We have robust
policies and procedures in place, mindful of
the elevated risk of bribery and corruption
in our markets, and the nature of our work
interacting with third parties, including
government officials, to obtain construction
and operational permits. In 2022, we
achieved recertification of our ISO 37001
accreditation for our anti-bribery measures.
Due diligence on third parties is performed
using a third-party monitoring system to
ensure there are no adverse findings such as
bribery, corruption and money laundering.
The system also ensures that third parties
are not on any sanctioned lists or watchlists.
CORPOR ATE GOVERNANCE
The way we conduct business is
underpinned by the Board’s commitment
to the highest standards of corporate
governance. The Board also champions
the Sustainable Business Strategy and
its implementation across the Company.
For more about Corporate Governance
page 84
For how we govern our Sustainable
Business Strategy, see our Reporting
Supplement
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 38
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Responsible governance continued
Training our people and partners
All new joiners participate in a mandatory
compliance training. This includes multiple
compliance training sessions that put
the principles of our Code of Conduct
into practice. Colleagues in higher-risk
functions such as Supply Chain and
Property take periodic refresher courses.
Group-wide training takes many forms,
and in 2022 we:
– provided specific training on our
compliance programme to our new markets;
– communicated more detailed guidelines
and support on engaging with public
officials over licensing, regulatory and
market launch activities. We keep a public
official register where all interactions and
exchanges are recorded and presented to
the Executive Leadership Team;
– participated in a forum with customers
and suppliers in Senegal to discuss our
compliance programme;
– provided compliance training to our
partners in all markets; and
– ran communications campaigns on
modern slavery and anti-corruption, in
conjunction with an online training module
and discussions in our OpCos. This
highlighted the signs to look out for and
how to report concerns. 78% of our people
completed the anti-slavery and human
rights training.
Responsible supply chain
As part of our Partner Engagement
Programme, we work with our suppliers,
contractors and peers to drive responsible
and ethical behaviour, doing our utmost to
keep everyone working in our operations
safe from harm and treated fairly. Helios
Towers works with suppliers around the
world to meet the needs of our business and
customers. Our focus is on local sourcing
wherever possible.
Our product procurement typically
comprises telecom towers, generators,
rectifiers, solar and hybrid power units,
and fuel. For services, we engage local
contractors to perform site maintenance,
civil construction, power management and
security provision.
We believe in close collaboration with our
contractors with a ‘One Team, One Business’
ethos. By doing so, we support the
employment and training of an indirect
workforce of over 11,000 people who build,
maintain and secure our sites. We share
offices with our maintenance partners and
embed business excellence and Lean Six
Sigma principles into their own practices.
Investing in their skills development helps
to develop the knowledge and capability of
their field teams, which is critical for meeting
our power uptime targets.
Our Learning and Development Team
undertakes skills gap assessments and
delivers fit-for-purpose, field-based training
programmes to enhance operational
excellence and capability to align with
international standards. This also benefits
their businesses as a whole and contributes
to a more skilled local workforce.
Advancing labour and human rights
As an enabler of mobile connectivity, our
work has a positive impact on a number of
fundamental human rights and freedoms,
creating access to life-enhancing services,
education and healthcare. Similarly, as an
organisation, we are committed to conducting
our business in a way that respects the human
rights of all our stakeholders, including our
employees, workers within our supply chain
and the communities where we operate.
Based on a human rights impact assessment
conducted by a third party, our principal
human rights impacts lie in the area of labour
rights, including health and safety for
third-party and contractor employees, and
for workers in our wider supply chain. Our
commitment is outlined in our Human Rights
Policy. Helios Towers is a member of the
United Nations Global Compact Network
and follows its guiding principles on
business and human rights.
Our Code of Conduct prohibits any form of
modern slavery or child labour and we apply
the same requirements of ethical conduct
to our contractors, suppliers and partners.
In addition to training, our due diligence
also includes annual Third-Party Code of
Conduct training and annual certification.
We reserve the right to check and inspect
our partners’ records and processes, and we
actively do so. Social criteria form part of
the due diligence third-party questionnaires
we use with all new suppliers. We also
provide periodic compliance training
and investigate promptly any concerns
raised regarding potential violations of our
Code. See our Modern Slavery and Human
Trafficking Statement for the measures
we take to address the risk of modern
slavery in our business and our supply
chain. In 2022 we trialled a sustainability
survey with partners in DRC. We identified
opportunities to engage partners on further
controls to manage labour rights. In 2023,
we will hold supplier forums and training to
improve monitoring of working conditions
as well as conducting additional checks.
Spend on local suppliers
77%
2021: 72%
Training our partners
We held compliance training sessions
with partners in all our markets on
our Third-Party Code of Conduct
which included our expectations
on anti-bribery and corruption, human
and worker rights, environmental
protection and raising concerns via
our confidential helpline.
Governance ReportFinancial StatementsStrategic Report 39
Helios Towers plc Annual Report and Financial Statements 2022
Impact report: Responsible governance continued
Cyber security and data privacy
Maintaining the security and integrity of our
systems is critical to operational excellence.
Our incident management and response
processes align with the Information
Technology Infrastructure Library (ITIL®)
framework of identification, containment,
eradication, recovery and lessons learned.
Unlike MNOs, we do not have direct
access to end consumers or their
data. However, in our normal business
operations, we need to process certain
personal data such as employee
compensation details, performance
management and other categories of
personally identifiable information.
We comply with the General Data
Protection Regulation and any equivalent
legislation in other jurisdictions. This
governs the type of information we store,
how we use it, how long we keep it and
the steps we take to ensure its security.
Physical security
The security of our teams, partners and
assets is critically important to us. We
use a number of different strategies to
protect them including signage, motion
sensors, electronic access locks and
guards, according to the risk profiling of
the sites in a given location. This is regularly
reviewed and monitored to ensure our
security practices are fit-for-purpose.
Updates on cyber security and information
security – including user security, supplier
security and cyber defence, network
authentication and business continuity
management – are provided to the Audit
Committee by the Group IT Director. Regular
updates on security are also presented to
the Board.
Helios Towers holds the Cyber Essentials
Plus certification, demonstrating our
commitment to cyber security.
We focus our cyber security strategy on
prevention and recoverability through:
– comprehensive measures based on
industry best practice and National
Cyber Security Centre guidance;
– regular operational assessments and
testing validated by external third-party
security partners; and
– monthly staff training and education,
fully monitored by our IT teams as a
key element of risk reduction.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 40
Helios Towers plc Annual Report and Financial Statements 2022
Operating review
Market and
operating review
Strong and resilient
financial performance.
Group financial highlights
Revenue
+25%
2022
2021
$560.7m
$449.1m
Adjusted EBITDAΔ
+18%
2022
2021
$282.8m
$240.6m
Operating profit
+36%
2022
2021
$80.3m
$59.0m
The global economy has continued to face
challenges in the aftermath of the pandemic,
with inflation running at its highest level in
several decades. The cost of living crisis,
tightening financial conditions in most
regions and Russia’s invasion of Ukraine
all weigh on the global outlook, leading
the IMF to downgrade its global growth
projection during the course of the year.
In our markets, we see a mixed picture
with our largest markets demonstrating
resilience while others have been challenged.
For example, our largest three markets of
Tanzania, DRC and Oman saw inflation at 5%1,
6%2 and 2%3 respectively, lower than the
global average of 9%4. Each saw stability
against the dollar, due to Oman’s currency
being US$ pegged, DRC being dollarised and
robust performance in Tanzania. All posted
strong GDP growth and saw rating agencies
either upgrade or improve their outlook.
1 Bank of Tanzania, January 2023.
2 US Bureau of Labor Statistics, January 2023.
3 Central Bank of Oman, December 2022.
4
IMF World Economic Outlook, October 2022.
6
4
3
2
However, our markets of Ghana
and Malawi saw macro volatility,
with their currencies depreciating
against the dollar by 43% and 26%
year-on-year respectively, and inflation
hitting multi-year highs.
Importantly, our business model is resilient
and we continued to deliver robust
operational and financial performance.
5
1
1
Tanzania
2
2 DRC
3
3 Congo Brazzaville
4
4 Ghana
5
5
6
6
South Africa
Senegal
7
7 Madagascar
8
8 Malawi
9
9 Oman
9
1
8
7
Governance ReportFinancial StatementsStrategic Report 41 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Tanzania
Population1
65m
Population growth CAGR1
3%
Mobile penetration2
Mobile connection CAGR3
PoS additions CAGR3
(all CAGRs reflect growth between
2021–26)
48%
5%
8%
I am delighted with our performance
in 2022. We took our customer service
levels to new highs, while training and
developing our talented, local team.
This translated into strong financial
results, delivering our fastest rate of
Adjusted EBITDA growth since 2018.
Gwakisa Stadi
MD Helios Towers Tanzania
Sites
+5%
2022
2021
2020
Tenancy ratio
-
2022
2021
2020
Tenancies
+5%
4,188
4,005
3,821
2022
2021
2020
9,422
9,012
8,625
Revenues
+18%
2.25x
2.25x
2.26x
2022
2021
2020
US$201.4m
US$170.4m
US$167.1m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
+18%
2022
2021
2020
US$133.7m
US$113.2m
US$105.0m
-
2022
2021
2020
66%
66%
63%
Overview
Tanzania is one of the fastest growing
economies in the world, and continues
to be an exceptional market for Helios
Towers. High population growth,
cheaper handsets and an expanding
economy has supported mobile
subscriptions almost tripling since 2010.
Strong growth is expected to continue.
Independent forecasts estimate that
mobile subscriptions will expand 5%
annually up to 2026, which in turn is
expected to drive annual PoS growth of
8%. As the leading independent tower
company in Tanzania, Helios Towers is
well positioned to capture this growth,
which is expected to be driven by all
four key MNOs in the market (Vodacom,
Airtel Africa, Tigo and Halotel).
2022 operating highlights
– Our Tanzanian business delivered
strong organic tenancy growth in 2022,
adding 183 sites and 410 tenancies.
– Revenue and Adjusted EBITDA
both expanded 18%, driven by
tenancy additions and customer
lease rate escalations.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 42 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
DRC
Population1
99m
Population growth CAGR1
3%
Mobile penetration2
27%
Mobile connection CAGR3 6%
PoS additions CAGR3
12%
(all CAGRs reflect growth between
2021–26)
2022 was a strong year for site and tenancy
growth. Whilst margins were impacted
by higher power costs, our expanded
platform positions us well for growth
in 2023.
Colard Nkole Tshiyoyo
MD Helios Towers DRC
Sites
+8%
2022
2021
2020
Tenancies
+11%
2,233
2,062
1,895
2022
2021
2020
5,215
4,701
4,096
Tenancy ratio
+0.06x
Revenues
+17%
2022
2021
2020
2.34x
2.28x
2.16x
2022
2021
2020
US$205.9m
US$176.4m
US$174.0m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
+3%
2022
2021
2020
(6ppt)
US$104.4m
US$101.0m
US$103.5m
2022
2021
2020
51%
57%
59%
Overview
With a landmass the size of Western
Europe, DRC is Africa’s second largest
country, with a population of over
99 million. Since our entry into the
market in 2011, mobile subscriptions have
grown by 12% annually. Despite this
growth, DRC continues to have one of
the lowest mobile penetration levels
globally, with only 27% of the population
connected today.
Mobile penetration is expected to improve,
the population is anticipated to grow,
and 3G and 4G are expected to become
more prevalent. Accordingly, PoS are
anticipated to grow 12% annually to 2026,
making it our fastest growing market.
As the leading independent tower
company, with proven power management
and logistics expertise, Helios Towers is
well positioned to capture this growth.
2022 operating highlights
– Revenues expanded 17% year-on-year,
driven by strong tenancy growth and
lease rate escalations, principally
related to higher fuel prices.
– Adjusted EBITDA expanded 3%
year-on-year, driven by organic
tenancy growth, partially offset by
higher fuel costs in the year that also
resulted in Adjusted EBITDA margins
decreasing 6ppt year-on-year.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportFinancial StatementsStrategic Report 43 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Congo B
Population1
Population growth CAGR1
Mobile penetration2
6m
2%
38%
Mobile connection CAGR3 4%
PoS additions CAGR3
10%
(all CAGRs reflect growth between
2021–26)
Our team delivered 5% year-on-year
growth in Adjusted EBITDA, driven
by tenancy growth and operational
savings. This growth occurred despite
the Euro (therefore the Euro-pegged
Central African Franc) depreciating
against the dollar in the year.
Maixent Bekangba
MD Helios Towers Congo Brazzaville
Sites
+11%
2022
2021
2020
Tenancies
+8%
511
459
426
2022
2021
2020
715
661
617
Tenancy ratio
(0.04x)
Revenues
+2%
2022
2021
2020
1.40x
1.44x
1.45x
2022
2021
2020
US$28.2m
US$27.7m
US$26.6m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
+5%
2022
2021
2020
+2ppt
US$13.8m
US$13.1m
US$12.7m
2022
2021
2020
49%
47%
48%
Overview
Congo Brazzaville has historically
provided a steady contribution to the
Group, with another successful year
achieved in 2022. Similar to many of our
other markets, Congo Brazzaville has an
attractive structural growth opportunity
with population growth forecast at 2%
annually to 2026 and low mobile
penetration today at 38%.
The market is a duopoly, with Airtel
Africa and MTN operating in the market
and providing the country with 2G, 3G
and 4G connectivity, in addition to
recently piloting 5G networks. With
independent forecasts expecting mobile
subscribers to grow 4% annually, driving
a 10% annual PoS growth to 2026, there
continues to be robust growth
opportunity for Helios Towers.
2022 operating highlights
– We delivered 52 sites and 54 tenancies,
marking one of its strongest years
since operations began in 2015.
– Revenues and Adjusted EBITDA grew
2% and 5% respectively, largely due to
tenancy growth.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 44 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Ghana
Population1
33m
Population growth CAGR1
2%
Mobile penetration2
Mobile connection CAGR3
PoS additions CAGR3
(all CAGRs reflect growth between
2021–26)
54%
3%
5%
Ghana experienced challenging macro
conditions in 2022, including high inflation
and currency depreciation. I am proud
of the continued operational delivery,
developing our team and mitigating
the financial impact on our business.
Fritz Dzeklo
MD HT Ghana & Regional CEO,
Central Africa
Sites
+7%
2022
2021
2020
Tenancies
+9%
1,113
1,040
978
2022
2021
2020
2,216
2,041
1,914
Tenancy ratio
+0.03x
Revenues
(14%)
2022
2021
2020
1.99x
1.96x
1.96x
2022
2021
2020
0.0
US$36.6m
US$42.8m
US$42.9m
42.9
Adjusted EBITDAΔ
(20%)
Adjusted EBITDAΔ margin
(3ppt)
2022
2021
2020
US$20.7m
US$25.8m
US$27.4m
2022
2021
2020
57%
60%
64%
Overview
Ghana, located in West Africa, is our
first ever market of operation. With 21
million people under the age of 30 and
low mobile penetration of 54%, mobile
connections are expected to grow at
3% per annum over the next four years.
In turn, this is expected to drive PoS
growth by 5% annually up to 2026.
Our urban-centric portfolio, coupled with
a focus on exceptional customer service,
positions us well to support all three
mobile operators (Vodacom, AirtelTigo
and MTN) to achieve their ambitious
growth goals.
2022 operating highlights
– Helios Towers Ghana delivered
continued tenancy growth, adding
73 sites and 175 tenancies, with a
tenancy ratio of 1.99x remaining flat
year-on-year.
– Revenues and Adjusted EBITDA
declined by 14% and 20% respectively,
with organic tenancy growth and
operational efficiencies, offset by the
impact of a 43% decrease in the value
of the Ghanaian Cedi versus the US
Dollar during the year.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportFinancial StatementsStrategic Report 45 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
South Africa
Population1
60m
Population growth CAGR1
1%
Mobile penetration2
Mobile connection CAGR3
PoS additions CAGR3
(all CAGRs reflect growth between
2021–26)
73%
3%
1%
We continued to drive operational
leverage through tenancy expansion,
and also continued testing new
technologies, which we see as a key
component in our longer-term ambitions.
Marinus Gieselbach
MD Helios Towers South Africa &
Regional Director, Southern Africa
Sites
+36%
Tenancies
+36%
2022
2021
2020
369
272
236
2022
2021
2020
631
464
404
Tenancy ratio
-
2022
2021
2020
Revenues
+57%
1.71x
1.71x
1.71x
2022
2021
2020
US$9.5m
US$6.0m
US$3.4m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
+73%
+4ppt
2022
US$4.5m
2021
US$2.6m
2020
US$1.1m
2022
2021
2020
48%
44%
32%
Overview
One of Africa’s most developed
countries, South Africa is the only market
we have entered on a greenfield basis. It
continues to lead the charge in adopting
new technologies and was the first
country on the continent to launch 5G.
The country has approximately 45 million
unique mobile subscriptions, reflecting
unique mobile penetration of 73%. As the
population grows and 4G/5G becomes
more prevalent, mobile connections are
expected to increase by 3% annually up
to 2026. Combined with the opportunity
to expand our product offering, these
factors make South Africa an attractive
market, in which our operational expertise
establishes Helios Towers as a partner
of choice.
2022 operating highlights
– Our South African business continued
to drive tenancy growth, adding 97 sites
and 167 tenancies, with a tenancy ratio
of 1.71x at year-end.
– Adjusted EBITDA expanded 73%
year-on-year, reflecting the continued
operating leverage for the business
through tenancy additions.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
(1) [•].
Mobile penetration reflects unique mobile
(2) [•].
penetration.
[•].
3
3 Analysys Mason report February 2022.
(4) [•].
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 46 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Senegal
Acquisition closed in May 2021
Population1
17m
Population growth CAGR1
3%
Mobile penetration2
44%
Mobile connection CAGR3 4%
PoS additions CAGR3
7%
(all CAGRs reflect growth between
2021–26)
In our first full year as part of the
Helios Towers team, I am delighted
with our progress and strategic
alignment. We elevated our customer
service, enhanced our team and
delivered robust financial performance.
Karim Ndiaye
MD Helios Towers Senegal &
Regional Director, Central and West Africa
Overview
Helios Towers is the first and only
independent towerco operating in
Senegal, a market that is perfectly
aligned to our criteria: a hard currency
market with multiple MNOs, and a tower
and power infrastructure gap.
It also features impressive growth,
with unique mobile subscriptions
expected to increase by 5% annually
up to 2026. Alongside low mobile
penetration and population expansion,
this growth is fuelled by the ongoing
expansion of 4G and 5G by the three
MNOs: Orange, Free and Expresso.
Accordingly, PoS are expected to grow
by 7% annually between 2021–26, with
Helios Towers well-positioned to
support MNOs.
2022 operating highlights
– We closed the acquisition of 1,207 sites
and 1,264 tenancies in May 2021, with
strong financial and operational
performance delivered since closing.
– In 2022, we added 115 sites and 136
tenancies, with our tenancy ratio
increasing by 0.01x year-on-year.
Sites
+9%
2022
2021
Tenancies
+10%
1,347
1,232
2022
2021
1,439
1,303
Tenancy ratio
+0.01x
Revenues
+57%
2022
2021
1.07x
1.06x
2022
US$36.8m
2021
US$23.4m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
– Revenues and Adjusted EBITDA
+73%
+6ppt
2022
US$22.0m
2021
US$12.7m
2022
2021
60%
54%
expanded 57% and 73% respectively,
reflecting the full-year benefit of the
acquisition in addition to organic
tenancy growth and effective cost
management.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportFinancial StatementsStrategic Report 47 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Madagascar
Acquisition closed in November 2021
Population1
30m
Population growth CAGR1
2%
Mobile penetration2
Mobile connection CAGR3
PoS additions CAGR3
(all CAGRs reflect growth between
2021–26)
37%
5%
7%
It has been a steady first year in
Madagascar. We have implemented
our Lean Six Sigma principles and
business excellence, which is best
evidenced by downtime per tower per
week decreasing from 52 minutes at
acquisition, to seven minutes today.
Ahmat Ousmane
MD Helios Towers Madagascar
Sites
+4%
2022
2021
Tenancies
+2%
508
490
2022
2021
605
594
Tenancy ratio
Revenues
(0.02x)
+529%
2022
2021
1.19x
1.21x
2022
US$15.1m
2021
US$2.4m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
+533%
+1ppt
2022
US$5.7m
2021
US$0.9m
2022
2021
38%
37%
Overview
Situated off the coast of southern Africa,
Madagascar is the fourth largest island in
the world. Around 68% of the population
is under 30, supporting future demand
for mobile communications. In fact,
unique mobile subscriptions are expected
to grow by 4% annually up to 2026.
Madagascar has four mobile operators
with the key players being Airtel Africa,
Telma and Orange, which combined are
expected to drive 7% annual PoS growth
up to 2026.
2022 operating highlights
– Our operations in Madagascar saw
18 sites and 11 tenancy additions
in the year, following the acquisition
completed in November 2021.
– Through 2022, the team’s focus has
been to instil business excellence and
improve power uptime performance,
positioning the Company well for
growth.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 48 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Malawi
Acquisition closed in March 2022
Population1
20m
Sites
2022 contribution
Population growth CAGR1
3%
Mobile penetration2
41%
Mobile connection CAGR3 6%
PoS additions CAGR3
8%
(all CAGRs reflect growth between
2021–26)
765
Tenancy ratio
1.61x
Tenancies
1,232
Revenues
$23.6m
Adjusted EBITDAΔ
Adjusted EBITDAΔ margin
$7.2m
30%
In the first nine months since entering
the market, we have made meaningful
progress against our strategic pillars.
We have seen solid tenancy expansion,
which has supported Adjusted EBITDA
outperforming our initial expectations.
David Dzigba
Launch Director, Helios Towers Malawi
Overview
Malawi is closely aligned to our new
market criteria, featuring a growing
population of over 20 million and one of
the lowest levels of mobile penetration
today at 41%. Independent forecasts
estimate mobile connections growth of 6%
annually up to 2026, and this is anticipated
to drive 8% annual growth in PoS.
We entered the market after acquiring
Airtel Africa’s passive infrastructure
company in March 2022 and are the
only independent telecommunications
infrastructure company in the market,
supporting both operators’ (Airtel Africa
and TNM) expansion plans.
2022 operating highlights
– Our acquisition in Malawi closed at the
end of March, adding 723 sites to our
portfolio in an under-penetrated and
fast-growing market, with a leading
towerco position.
– Since entry, our operating company
delivered 42 sites and 134 tenancies.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportFinancial StatementsStrategic Report 49 Helios Towers plc Annual Report and Financial Statements 2022
Operating review continued
Oman
Acquisition closed in December 2022
Population1
Population growth CAGR1
Mobile penetration2
5m
1%
84%
Mobile connection CAGR3 4%
PoS additions CAGR3
9%
(all CAGRs reflect growth between
2021–26)
We are very excited to be operational
in Oman after closing our acquisition
in December 2022. The team is already
executing on our five-year Sustainable
Business Strategy – and looks forward
to supporting all three operators expand
over the coming years.
Ramsey Koola
MD HT Oman & Regional Director,
Middle East and East Africa
2022 contribution
Sites
2,519
Tenancy ratio
1.20x
Adjusted EBITDAΔ
$2.3m
Tenancies
3,017
Revenues
$3.6m
Adjusted EBITDAΔ margin
64%
Overview
We entered Oman in December 2022,
following the acquisition of Omantel’s
tower assets – our first expansion into
the Middle East. Oman is expected to
be one of the fastest-growing markets
for mobile in the region, reflecting
further rollout of 4G and 5G across
the country in addition to Vodafone
recently entering the market.
PoS are anticipated to grow at 9%
annually up to 2026, making it one
of the fastest-growing markets for
Helios Towers.
In addition to the growth opportunity,
the market ticks many of our other
new market criteria, such as entering
with a market-leading position, being
US Dollar pegged and having a mix of
blue-chip operators.
2022 operating highlights
– Delivered revenues and Adjusted
EBITDA of US$3.6 million and
US$2.3 million respectively,
following the closure of the
acquisition in December 2022.
– The Group anticipates year 1 revenues
and Adjusted EBITDA of US$50 million
and US$34 million respectively on the
acquired assets, with further growth
expected through site rollout and
colocation lease-up.
1 UN World Population Prospects July 2022.
2 GSMA database, accessed December 2022.
Mobile penetration reflects unique mobile
penetration.
3 Analysys Mason report February 2022.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 50
Helios Towers plc Annual Report and Financial Statements 2022
Manjit Dhillon
Group CFO
Group CFO’s statement
Successful integration
of new markets, record
tenancy growth and further
demonstration of our robust
business model
Our business model demonstrated its resilience
through 2022. Despite global macro volatility we
continued to capture the structural growth across
our markets.
The hallmarks of our approach remain constant:
disciplined capital deployment, that delivers growth
and is supported by a strong balance sheet.
Governance ReportFinancial StatementsStrategic Report 51
Helios Towers plc Annual Report and Financial Statements 2022
Group CFO’s statement continued
2022 has been a productive year with
success across multiple fronts. We delivered
record site and tenancy additions, through
a combination of an exceptional year for
organic tenancy growth and the integration
of two new markets. We also further
demonstrated how our business model is
robust and resilient to macro volatility.
The Helios Towers ‘playbook’
We were delighted to close two important
acquisitions in 2022, entering Oman and
Malawi. Coupled with our 2021 acquisitions
in Madagascar and Senegal, we have now
entered four high-growth markets over
the last two years, and are the leading
independent tower company in all of them.
Together, these acquisitions have further
strengthened our business. They improve our
diversification, hard currency mix and earnings
visibility, with a broader set of investment
grade or near-investment grade customers.
They also open up considerable opportunities
to drive growth and attractive returns on
invested capital over the medium term.
Revenue
US$m
+25%
2022
2021
2020
560.7
449.1
414.0
Adjusted EBITDAΔ
US$m
+18%
2022
2021
2020
282.8
240.6
226.6
Operating profit
US$m
+36%
2022
2021
2020
80.3
59.0
56.3
Although the acquired towers come initially
with both low tenancy ratios and Adjusted
EBITDA margins, we will drive these higher
through lease-up and operational
improvements – just as we have with each of
the 11 successfully executed deals before them.
In addition to these important acquisitions,
we further expanded our tower portfolio
through record organic site growth, building
751 sites in attractive locations where we
see a clear pathway to colocation lease-up,
which in turn will drive higher margins and
attractive returns.
Through the combination of acquisitions
and record organic site growth, we have
materially increased our platform, creating a
stronger business from which we can drive
colocation and operational improvements
that supports growth, profitability and
high-quality compounding cash returns.
Robust business model
2022 was also notable for the continued
resilience of our business model. Despite
substantial global inflation and currency
volatility, our business continued to deliver
Adjusted EBITDA growth and operating
profit growth, both of which are closely
correlated to factors within our control –
namely tenancy growth. Revenue increases,
triggered by contractual escalators,
effectively offset the impact of higher power
costs and inflation, and ensured our Adjusted
EBITDA was protected.
Alongside these escalators, our insulation from
macro volatility is created by a protective
combination of market and blue-chip
customer diversification; robust contract
structures with long tenors; and importantly,
hard currency earnings.
Customer mix: We serve some of the largest
MNOs across Africa and the Middle East,
which in 2022 accounted for approximately
98% of our revenues. This is spread across a
number of blue-chip MNOs, and no single
customer accounted for more than 28% of
the year’s revenues. We also price sustainably,
with our lease rates approximately 30% lower
than the MNOs’ total cost of ownership.
Long-term contracts: Typically, our
contracts have initial terms of 10–15 years,
with automatic renewals thereafter. As at
31 December 2022, we had an average of
7.6 initial term years remaining across the
Group. This represents US$4.7 billion of
future revenue already contracted (+20%
year-on-year) from a strong base of high-
quality customers on which we can grow
through organic and inorganic opportunities.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 52
Helios Towers plc Annual Report and Financial Statements 2022
Group CFO’s statement continued
Hard currency earnings: A further
protection is that we operate in hard
currency markets; DRC, Senegal, Oman and
Congo Brazzaville are either dollarised or
hard currency pegged. Across the Group,
72% of our Adjusted EBITDA is in hard
currency, and this is further complemented
by contractual escalators for power and CPI,
which provide further earnings protection.
Throughout the year we demonstrated
how these characteristics protect our
Adjusted EBITDA and positions us well
to capitalise on growth opportunities.
Our performance in 2022
We closed the year with revenue and
Adjusted EBITDA growth of 25% and
18% respectively, and delivered a record
operating profit of US$80 million, an
increase of 36% year-on-year, all of which
was driven by record tenancy growth.
Our Adjusted EBITDA margin decreased by
3ppts from 53.6% in 2021 to 50.3% in 2022,
which largely reflected the impact of the
two new acquisitions (that collectively
delivered an Adjusted EBITDA margin
of 35%). In addition, we saw margin impact
from higher fuel prices that comparably
increased both our revenues and operating
expenses. So while Adjusted EBITDA dollars
are well-insulated, the margin decreases were
due to the higher revenue base. The Group’s
loss before tax was US$162 million, an
increase in loss of US$43 million year-on-year.
This increase was driven by non-cash
expenses related to both the fair value
movements of the embedded derivates in the
Group’s bond, and foreign exchange
movements on Euro- and US Dollar-
denominated intercompany borrowings,
partially offset by the record operating profit
delivered in 2022.
We anticipate that we will see continued
statutory Group losses as we integrate and
grow the acquired assets. However, as we
drive lease-up and operational improvements,
we expect to see improved profitability in
the near term. We are seeing this dynamic in
our established markets, with our business
transitioning to being profit-making.
We also partnered with Old Mutual
Investment Group (OMIG) to complete
our acquisition of Airtel’s tower business
in Malawi. OMIG invested in a 20% local
shareholder making the business compliant
with local regulation. We are pleased
to team up with a long-established and
experienced investor in the market.
Cash flow
Cash flow generation from our existing
asset base, or portfolio free cash flow
(PFCF), increased by 20% to US$201
million. The increase was driven by
Adjusted EBITDA growth and higher
cash conversion, principally related
to lower non-discretionary capex.
We invested a record US$765 million in
capex during the year, of which US$745
million was discretionary capex, supporting
our entry into two new attractive markets
and purchasing 3,242 sites across Oman
and Malawi; delivering our second best-
ever year of organic tenancy additions
(1,601); investing US$9 million in Project
100 initiatives (such as solar, hybrid and
grid connections); and allocating capex
to upgrading the structural integrity
on some of the acquired sites.
Minority interest
During 2022, we received investments from,
and formed long-term partnerships with,
well-established local investors in three
of our markets. In March, in accordance
with the Broad-based Black Economic
Empowerment (B-BBEE) framework, we
collaborated with Clearwater Capital, who
acquired a 34% share of Helios Towers
South Africa. In October, as a result of this
partnership, and our other local business
set-up and initiatives we attained a Level 1
B-BBEE certification, the highest rating.
In June, we announced our partnership
with Oman Infrastructure Fund (Rakiza)
who invested in a 30% minority stake in
our Oman acquisition. We are delighted
to be partnering with Rakiza, who
bring a wealth of local knowledge and
infrastructure expertise to support our
entry into Oman, as we seek to strengthen
our foothold in the Middle East.
We look forward working closely with our
new partners in 2023 to further support
and grow our businesses in these markets.
Balance sheet
Our recent acquisitions and robust business
model supported the business receiving
a B rating in its first credit rating from
Fitch. This is one notch above our current
ratings of B2 (Moody’s) and B (S&P), and
highlights the benefit of our increased
diversification, earnings visibility and scale.
Given the record investment made in 2022,
we ended the year with net leverage of 5.1x,
slightly above our medium-term target range
of 3.5–4.5x. Given the projected earnings
growth ahead, we expect to move back
towards our target range by the end of 2023.
Importantly, our balance sheet is in a solid
position. Our debt has a four-year average
remaining life and 83% of it is fixed, therefore
there is no immediate requirement to
adjust our debt structure. We will continue
to be opportunistic in regard to our debt
management over the coming years.
Capital allocation
We are highly disciplined in our capital
allocation and constantly review our
investment returns and criteria to ensure
we achieve the best return possible for the
capital deployed.
2022 represented a year of record
investment, adding substantially higher
number of sites. Looking forward, we
continue to anticipate substantial organic
and inorganic opportunities in our pipeline
to support delivering our target of 22,000
towers by 2026.
Accordingly, our near-term capital allocation
will continue to be prioritised towards capital
expenditure, which delivers attractive
compounding returns. The Directors
recommend that no dividends be paid for
the year ended 31 December 2022. Over the
medium term, we expect to reach sufficient
scale that both our growth ambitions and a
potential dividend can be achieved in tandem.
Outlook
With the significant investment undertaken
across 2021 and 2022, we have created a
uniquely positioned and diversified platform
primed for growth. We have an exciting year
ahead. Reducing carbon emissions, helping
to connect the unconnected, and growing a
safe and talented workforce. All are areas we
look forward to taking to new heights while
delivering high-quality returns and capturing
the exceptional growth opportunity that is
unique to Africa and the Middle East.
Manjit Dhillon
Group CFO
Governance ReportFinancial StatementsStrategic Report 53
Helios Towers plc Annual Report and Financial Statements 2022
Section 172(1) Statement
Promoting
our success
The Board has a duty to promote the
success of the Company for the benefit
of its members as a whole under Section
172(1) of the Companies Act 2006 (the
Act). In doing so, the Board must have
regard to a number of key issues (among
other matters) including the interests of
the Company’s employees, its business
relationships with customers, partners, and
investors, and the impact of its operations
on communities and the environment.
The Directors have always, both collectively
and individually, taken decisions for the
long term and consistently aim to uphold
the highest standards of business conduct.
The following pages comprise our Section
172(1) statement, setting out how the
Board has had regard to the matters
set out in Section 172(1) (a) to (f) of the
Act in its strategic decision-making.
Board members are aware of the impact
of their decision-making. They ensure it is
in line with the Company’s strategic aims
and underpins long-term value creation,
while supporting the Company’s culture
and the continued success of the business.
The Directors are mindful of their duties,
considering each s172(1) factor and seeking
to understand the views and priorities of
each stakeholder group as part of their
decision-making. In addition, the Company’s
Sustainable Business Strategy, and the
actions taken by Executive Directors and
the Executive Leadership Team, who
report to the Board on outcomes and
achievements, are continually reviewed.
The Board is supported in its decision-
making through information provided both
formally and informally by the Executive
Directors and the Executive Leadership
Team. This information is provided in Board
papers, through updates from stakeholder
engagement activities and regular access to
the Executive Directors and the Executive
Leadership Team, as well as training, to
raise awareness of appropriate matters.
The Chair ensures there is appropriate
time in Board meetings to consider all the
information and request clarification and
assurance from the Executive Directors
and/or the Executive Leadership Team
as appropriate. The Company Secretary
is also present at each Board meeting to
provide support to the Board in ensuring
sufficient consideration is given to s172(1)
factors and the views of key stakeholders.
The Company’s engagement with its
stakeholders and the ways in which they
influence the operation of the business
model and delivery of the Company’s
strategy are explained on pages 3-39.
Further information on the Board’s
activities and decision-making more
generally can be found on page 92,
and the Board’s engagement with the
Company’s stakeholders on page 93.
Executive and senior management meetings, calls, and reports
in tandem with detailed Board papers for Board Meetings
Reporting of stakeholder
engagement activities
INFORMATION PROVIDED
TO THE BOARD
Regular training,
to keep the Board up to
date with topical matters
and their Director duties
and responsibilities
The Company's strategic
aims are considered
during decision-making
BOARD’S STRATEGIC
DECISION-MAKING
The Chair ensures
consideration of all
information provided and
seeks clarity when required
Implementation of
actions from the Board’s
decision-making to
senior management
IMPACT OF THE BOARD’S
DECISION-MAKING
Review of the
Company’s Sustainable
Business Strategy
Continued engagement
with stakeholders
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 54
Helios Towers plc Annual Report and Financial Statements 2022
Section 172(1) Statement continued
Key
s172(1) factors
Likely consequences of any decision in the long term
The interests of the Company’s employees
The need to foster the Company’s business relationships
with suppliers, customers and others
The impact of the Company’s operations on the community
and the environment
The desirability of the Company maintaining a reputation for
high standards of business conduct
The need to act fairly between members of the Company
Stakeholders
Customers
Community and environment
Our people and partners
Investors
Consideration by the Board
Outcome
Safety, health, environment
and quality (SHEQ)
SECTION 172(1) FACTORS
STAKEHOLDERS
– SHEQ is the first item on the agenda of every Board meeting,
as part of a continuous and Company-wide focus.
– The Board reviewed the analysis of strengths, weaknesses, threats
and opportunities in the context of enhancing the current SHEQ
framework, improving the levels and quality of data and driving
continuous improvement.
– The Board has increased visibility, analysis and learnings from
the SHEQ team in relation to partners and the health and safety
systems in place to support the safety culture within the
operating companies.
– The Board considered the progress achieved by the introduction
of operational controls, including in-vehicle monitoring systems,
dashboard cameras, fitness for work testing and community
safety signage, which help to ensure continuous improvement
in safety performance.
– The Board considered the fully certified and centralised
management systems, governance and performance management
framework, and SHEQ induction training and assessments.
Continuous improvement and greater stakeholder alignment
to ensure SHEQ remains a key priority for both the Company
and its stakeholders.
Providing a safer working environment for our people and partners.
The Board continues to support the Company’s actions to further
implement operational controls to promote safety and enhance
data-driven SHEQ risk management across the business.
Read more
pages 31-32
Business development –
sales and marketing
– The Board discussed the sales team’s proactive engagement
and negotiations with customers to secure long-term rollout
commitments and support the achievement of sales targets.
The Board remains appraised of the growth opportunities that
exist across the business and the investment in our people within
the sales function.
SECTION 172(1) FACTORS
promotion of these initiatives with customers across all markets.
– The Board was briefed on new product development and
STAKEHOLDERS
– The Executive Leadership Team updated the Board on the
continuing investment in colleague development from a sales
and marketing perspective.
Strategic direction and the ongoing evolution of the Company through
new product development remains a top focus area for the Board.
New opportunities for partners, supporting the evolution of
customer businesses through new product development.
Read more
pages 21-22
Governance ReportFinancial StatementsStrategic Report 55
Helios Towers plc Annual Report and Financial Statements 2022
Section 172(1) Statement continued
Operations, engineering
and climate action
SECTION 172(1) FACTORS
STAKEHOLDERS
Consideration by the Board
Outcome
– The Board discussed operational excellence and how this could
reduce the Company’s carbon footprint.
– Operational activity was discussed, including maintenance
services and enhancing engagement with larger fuel providers
to improve resilience in relation to fuel risk management.
– The Board was presented with updates on strategic projects,
Project 100 investment plans and related savings within
operations and engineering.
– The Board held detailed discussions on the benefits of RMS rollout,
including the provision of real time site performance and analysis,
supporting fuel and carbon reduction, extending asset life and
reducing the need for replacements and providing visibility on
excess power consumption by customers.
– The Board regularly considered and discussed the implementation
of the Company’s Sustainable Business Strategy, carbon roadmap
and climate-related issues, including updates on Project 100 and
the Company’s progress on its climate risk assessment.
– The Audit Committee reviewed and discussed TCFD alignment
plans as well as TCFD disclosures, including climate-related risks
and opportunities, reporting to the Board as required.
Continued focus by the Board on operations and engineering
activities across the business as a means of driving customer
excellence, business excellence and digital inclusion; supporting
sustainable value creation through carbon reduction and
generating cost savings.
RMS rollout continues to be effective across the operating
companies, bringing long-lasting benefits, including fuel and
carbon reduction and greater visibility of power consumption.
The Board and the Audit Committee continue to place great
emphasis on managing climate-related risks and opportunities
and the implementation of the Sustainable Business Strategy
and carbon roadmap.
The Board reviewed and approved the 2021 Annual Report
detailing our performance.
Read more in Climate action
page 24
Read more in TCFD disclosures
pages 64-71
Strategic community
investment
– The Board discussed, and supports, the Company’s ambition to
influence and drive broader change in its markets by engaging
with communities and partners.
SECTION 172(1) FACTORS
STAKEHOLDERS
– The Board considered community investment as a means to
support the Company’s purpose by:
– helping more people to benefit from mobile connectivity
A refreshed approach to strategic community investment has been
developed in line with the focus areas considered by the Board, with
champions and working groups established in each of our operating
companies to lead initiatives and monitor long-term impact.
The Board continues to support community activities which drive
impact in:
by promoting education and digital skills;
– education through developing ICT labs and donating IT equipment;
– supporting communities to access cleaner power; and
– supporting employability through offering work experience for
– implementing projects that help to reduce carbon emissions
young people; and
in our markets.
– access to power for rural communities through free solar-powered
– The Board supports the Company’s investment in community
projects that focus on supporting women and rural,
underserved communities.
phone charging stations.
Read more
page 23
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 56
Helios Towers plc Annual Report and Financial Statements 2022
Section 172(1) Statement continued
Consideration by the Board
Outcome
People, culture and DEI
SECTION 172(1) FACTORS
STAKEHOLDERS
– The Board considered people and culture matters including
cost of living challenges across all markets, gender equality,
succession planning, learning and development, and
employee engagement.
– The Board also visited Ghana, with the Non-Executive
Director for workforce engagement holding ‘Voice of the
Employee’ sessions with the local team.
– The Remuneration Committee considered the Directors’
Section 172(1) Statement continued
Remuneration Policy.
– The Board and the Executive Leadership Team are working
to ensure the composition of the workforce reflects the
customers and communities served by the Company.
– The Board champions diversity as a source of business
strength, with DEI underpinning the Company’s values.
The Board’s overarching aim is to drive a culture where
differences are valued and everybody is able to thrive.
– The Board discussed the Company’s approach to DEI, with
particular focus on gender equality, including the review of
HR policies, women’s mentoring programme, DEI training
and community initiatives.
– The Board also considered the results of the Company’s
diversity and inclusion survey conducted in March 2022
as well as the results of the Employee Engagement Survey
conducted in July 2022.
Continued focus by the Board on supporting and engaging with
employees to build on the diverse and inclusive culture across
the Group.
The proposed Directors’ Remuneration Policy is set out in the
Directors’ Remuneration Report on pages 109–137 and will be subject
to a binding shareholder vote at the 2023 Annual General Meeting.
Continued Board support for building a more inclusive culture
both within the Company and with stakeholders, as well as raising
awareness and understanding of DEI and gender equality across
the Company’s markets.
The Company’s gender diversity targets are explained on page 34.
In 2022, the Board’s gender diversity improved to 40% women
(as noted in the Governance Report on pages 99-100), the Executive
Committee comprised 30% women and we had 28% female
employees across the business.
Read more
pages 30-35
Investor partnership
SECTION 172(1) FACTORS
STAKEHOLDERS
– The Board discussed both the 20% investment by Old Mutual
Investment Group in Malawi and Clearwater Capital’s 34%
investment in South Africa in 2022.
The Company received a Level 1 B-BBEE certification in South
Africa, the highest rating, reflecting the Company’s commitment
to empowering local talent and socio-economic development.
– The Board was integral to management’s engagement and
negotiations with Rakiza in relation to their purchase of a 30%
minority stake in the newly incorporated holding company for
Omantel’s passive infrastructure assets in Oman, with Helios
Towers purchasing the remaining 70%.
– The Board approved the acquisition of the minority stake by
Rakiza in April 2022. The Oman transaction closed and the
business commenced operations in December 2022.
The Company’s businesses in Malawi, South Africa and Oman
benefit greatly from partnerships with strong local investors,
and in particular in Oman, with extensive knowledge of the
local market and dedicated focus on developing infrastructure
across the Middle East.
Read more
pages 16 and 52
Governance ReportFinancial StatementsStrategic Report 57
Helios Towers plc Annual Report and Financial Statements 2022
Non-financial information statement
The table below outlines where the key content requirements of the Non-financial Information Statement for the financial year ended 31 December 2022 can be found within this document (as
required by sections 414CA and 414CB of the Companies Act 2006). Helios Towers’ sustainable business reporting also follows other global frameworks, including the TCFD recommendations,
Global Reporting Initiative and the GHG Reporting Protocol. All Helios Towers’ policies and materials as referred to below can be found at heliostowers.com or by contacting the Company Secretary.
Reporting requirements
Helios Towers’ policies and approach
Shareholders
By delivering on our strategy and enabling digital inclusion, we also deliver growth and returns
for our shareholders.
Section within Annual Report
Business model, pages 3-10
Section 172(1) Statement, pages 53-56
Board stakeholder engagement, pages 93-94
Environmental matters
We strive to reduce our environmental impact, and over time, transition to Net Zero.
Strategic Report, pages 2-83
– Environmental Policy
– Sustainable Business Strategy
– Carbon Reduction Roadmap
Employees
We cultivate an inclusive workplace whilst offering fair reward and recognition. We are also
committed to working safely and ensuring our colleagues’ health and wellbeing.
– Diversity and Inclusion Policy
– SHEQ policy
– Anti-Discrimination Policy
– Code of Conduct
Impact report pages 30-35
Section 172(1) Statement, pages 53-56
Board stakeholder engagement pages 93-94
Human rights
We conduct our business in a way that respects and upholds the fundamental human rights of
everyone who works for us or with us.
Governance and ethics, pages 36-39
– Modern Slavery and Human Trafficking Statement
– Human Rights Policy
Anti-bribery and corruption
We have zero tolerance for any form of bribery or corruption.
Governance and ethics, pages 36-39
– Code of Conduct
– Third-Party Code of Conduct
Social and community matters We focus on strategic community investment, using our core skills and expertise to help the
Digital inclusion, pages 20-23
communities we serve benefit from the life-enhancing services made available to them through
mobile connectivity.
Section 172(1) Statement, pages 53-56
Policy embedding due
diligence and outcomes
– Strategic Community Investment
Our performance is supported by rigorous due diligence processes across all areas of our business.
Governance and ethics pages 36-39
– Supply Chain Management Statement
– Code of Conduct
– Third-Party Code of Conduct
Description of principal risks
and impact of business activity
Our principal risks and uncertainties address the key operational, regulatory and financial risks
the business faces.
Risk Management, pages 58-63
Description of business model This demonstrates how we deliver on our purpose of driving the growth of communications in
Business model, pages 3-10
Africa and the Middle East.
Non-financial key
performance indicators
We consider a range of operational and strategic KPIs to measure our progress against our
Sustainable Business Strategy.
Business model, pages 3-10
Our strategic KPIs, page 19
Impact report, pages 20-39
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 58
Helios Towers plc Annual Report and Financial Statements 2022
Risk management
Risk appetite
The Group defines risk appetite as the
amount of risk that the business is prepared
to take in order to deliver safe, effective
working practices while maintaining and
growing the business. The Group dedicates
resources and focus to understanding
and ensuring risk is identified, assessed,
managed and monitored. Controls
and mitigating actions are designed as
appropriate to reflect the risk appetite in
each instance. Determining risk appetite
for the Group is the responsibility of
the Board. The current risk appetite has
been defined as high, given the Group’s
particular countries of operation, and its
experience in these markets. This represents
no change on the 2022 Annual Report.
Risk governance
Risk management is integral to the Group’s
strategy and to achieving its long-term
goals. The Group’s continued success as
an organisation depends on its ability
to identify and pursue the opportunities
generated by its business and the markets
in which it operates. The Board has overall
responsibility for risk management,
compliance and internal controls, and is
supported by the Audit Committee.
The Audit Committee, as delegated by the
Board, monitors the nature and extent of risk
exposure against the Group’s risk appetite.
The Committee is responsible for identifying,
mitigating and managing risk, as well as
setting the risk appetite for the business
with advice from the Executive Leadership
Team. 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), Financial,
Operational and People. All risks are
assessed according to the probability
and significance of the consequence of
them materialising and a determination
Governance structure
Board/Audit Committee
Executive Leadership Team
1st line of defence
Owns and manages risks and
implements/operates business controls
2nd line of defence
Oversight of risk and control compliance
3rd line of defence
Independent assurance
Who is responsible?
• Operational staff/management
Who is responsible?
• Compliance/functional teams
Who is responsible?
Internal Audit
•
Activity/controls
• Policies and procedures
•
• Planning, budgeting/forecasting
Internal controls
processes
• Delegation of authority matrix
• Business workflows/IT systems controls
• Personal objectives and incentives
Activity/controls
• Safety, Health, Environment
and Quality (SHEQ)
• Regulatory compliance
• Management/Board reporting
and review of KPIs and
financial performance
• Corporate policies and Group
functions’ oversight
Activity/controls
Internal Audit risk assessment
•
• Approved Internal Audit plan
•
Internal Audit reporting line to
Audit Committee
made to accept, avoid, or control and
mitigate (in which case mitigating controls
are clearly defined). Each risk has a risk
owner. There has been no material change
in the nature, probability or potential
impact of previously identified risks.
During biannual discussions with Executive
Leadership Team 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, and socio-economic,
political or health and safety matters.
Emerging risks related to increased supply
chain and logistics management challenges,
volatility associated with interest and
exchange rate fluctuations, geopolitical
instability, and continuing cyber security
threats have also been identified for ongoing
management and monitoring. Further detail
on the Group’s approach to climate risk
management and ongoing work in this respect
is outlined, separately, on pages 70-71.
Business development and new market
integration remain key focus areas as we
move into 2023 to ensure robust due
diligence is conducted in a timely manner
on prospective market opportunities and
business partners and that Helios Towers’
culture and governance frameworks are
fully implemented in all of its markets.
Helios Towers has been monitoring the
global impact of the Ukraine conflict on
its operations and to date there have been
no significant impacts.
Governance ReportFinancial StatementsStrategic Report 59
Helios Towers plc Annual Report and Financial Statements 2022
Principal risks and uncertainties
Principal risks heatmap
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t
a
s
i
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f
o
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s
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a
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i
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r
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e
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e
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o
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Economic and political instability
Cyber security risk
Significant exchange rate and interest rate movements
Non-compliance with laws and regulations
Non-compliance with permit requirements
Operational resilience
Tax disputes
Failure to remain competitive
Failure to integrate new lines
of business in new markets
Climate change
Loss of key personnel
Technology risk
Major quality
failure or breach
of contract
Pandemic risk
Moderate
High
Major
Impact of Helios Towers’ principal risks
Key
Sustainable Value Creation
Customer Service Excellence
People and Business Excellence
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report
60
Helios Towers plc Annual Report and Financial Statements 2022
Principal risks and uncertainties continued
Risk increasing
Risk decreasing
No change
New risk
Risk
Category
Description
Mitigation
Status
Major quality
failure or breach
of contract
Reputational
Financial
The Group’s reputation and profitability could be damaged if the
Group fails to meet its customers’ operational specifications, quality
standards or delivery schedules.
A substantial portion of Group revenues is generated from a limited
number of large customers. The loss of any of these customers would
materially affect the Group’s finances and growth prospects.
Many of the Group’s customer tower contracts contain liquidated
damage provisions, which may require the Group to make
unanticipated and potentially significant payments to its customers.
Non-compliance with
laws and regulations,
such as:
– Safety, health and
environmental laws
– Anti-bribery
and corruption provisions
Compliance
Financial
Reputational
Non-compliance with applicable laws and regulations may lead
to substantial fines and penalties, reputational damage and adverse
effects on future growth prospects.
Sudden and frequent changes in laws and regulations, their
interpretation or application and enforcement, both locally
and internationally, may require the Group to modify its existing
business practices, incur increased costs and subject it to potential
additional liabilities.
– Continued skills development and training programmes for the
project and operational delivery team;
– Detailed and defined project scoping and life cycle management
through project delivery and transfer to ongoing operations;
– Contract and dispute management processes in place;
– Continuous monitoring and management of customer relationships;
and
– Use of long-term contracting with minimal termination rights.
– Constant monitoring of potential changes to laws and
regulatory requirements;
– In-person and virtual training on Safety, Health and Environmental
matters provided to employees and relevant third-party contractors;
– Ongoing refresh of compliance and related policies including
specific details covering: anti-bribery and corruption; anti-
facilitation of Tax Evasion; anti-money laundering;
– Compliance monitoring activities and periodic reporting
requirements introduced;
– Ongoing engagement with external lawyers and consultants
and regulatory authorities, as necessary, to identify and assess
changes in the regulatory environment;
– Third-Party Code of Conduct communicated and annual
certifications required of all high and medium risk third parties;
– Supplier audits and performance reviews;
– ISO Certifications maintained;
– Regionalisation of the Compliance function and recruitment of
additional resource; and
– Internal audit function adding additional checks and balances.
Economic and
political instability
Operational
Financial
A slowdown in the growth of, or a reduction in demand for,
wireless communication services could adversely affect the
demand for communication sites and tower space and could
have a material adverse effect on the Group’s financial condition
and results of operations.
There are significant risks related to political instability, security,
ethnic, religious and regional tensions in each market where
the Group has operations.
– Ongoing market analysis and business intelligence
gathering activities;
– Market share growth strategy in place;
– Close monitoring of any potential risks that may
affect operations; and
– Business continuity and contingency plans in place
to respond to any emergency situations.
Governance ReportFinancial StatementsStrategic Report 61
Helios Towers plc Annual Report and Financial Statements 2022
Principal risks and uncertainties continued
Risk
Category
Description
Mitigation
Status
Significant exchange
rate and interest rate
movements
Financial
Non-compliance with
permit requirements
Operational
Loss of key personnel
People
Technology risk
Strategic
Fluctuations in, or devaluations of, local market currencies or sudden
interest rate movements where the Group operates could have a
significant and negative financial impact on the Group’s business,
financial condition and results. Such impacts may also result from any
adverse effects such movements have on Group third-party customers
and strategic suppliers. If interest rates increase materially, the Group
may struggle to meet its debt repayments.
The Group may not always operate with the necessary required
approvals and permits for some of its tower sites, particularly in
the case of existing tower portfolios acquired from a third party.
Vagueness, uncertainty and changes in interpretation of regulatory
requirements are frequent and often without warning. As a result,
the Group may be subject to potential reprimands, warnings, fines
and penalties for non-compliance with the relevant permitting
and approval requirements.
The Group’s successful operational activities and growth is closely
linked to the knowledge and experience of key members of senior
management and highly skilled technical employees. The loss of any
such personnel, or the failure to attract, recruit and retain equally high
calibre professionals could adversely affect the Group’s operations,
financial condition and strategic growth prospects.
Advances in technology that enhance the efficiency of wireless
networks and potential active sharing of wireless spectrum may
significantly reduce or negate the need for tower-based infrastructure
or services. This could reduce the need for telecommunications
operators to add more tower-based antenna equipment at certain
tower sites, leading to a potential decline in tenants, service needs
and decreasing revenue streams.
Examples of such new technologies may include spectrally efficient
technologies which could potentially relieve certain network capacity
problems or complementary voice over internet protocol access
technologies that could be used to offload a portion of subscriber
traffic away from the traditional tower-based networks.
– USD- and EUR-pegged contracts;
– ‘Natural’ hedge of local currencies (revenue vs. opex);
– Ongoing review of exchange rate differences and interest rate
movements;
– Maintain a prudent level of leverage;
– Manage cash flows; and
– Regular upstream of cash with the majority of cash held
in hard currency, i.e. US Dollar and Sterling at Group.
– Inventory of required licences and permits maintained
for each operating company;
– Compliance registers maintained with any potential
non-conformities identified by the relevant government
authority with a timetable for rectification;
– Periodic engagement with external lawyers and advisors
and participation in industry groups; and
– Active and ongoing engagement with relevant regulatory
authorities to proactively identify, assess and manage actual
and potential regulation changes.
– Talent identification and succession-planning exit for key roles;
– Competitive benchmarked performance-related
remuneration plans; and
– Staff performance and development/support plans.
– Strategic long-term planning;
– Business intelligence;
– Exploring alternatives; e.g. solar power technologies
– Continuously improving product offering to enable
adaptation to new wireless technologies; and
– Applying for new licences to provision active infrastructure
services in certain markets.
Failure to remain
competitive
Financial
Competition in, or consolidation of, the telecommunications tower
industry may create pricing pressures that materially and adversely
affect the Group.
– KPI monitoring and benchmarking against competitors;
– Total cost of ownership (TCO) analysis for MNOs to run towers;
– Fair and competitive pricing structure;
– Business intelligence and review of competitors’ activities;
– Strong tendering team to ensure high win/retention rate; and
– Continuous capex investment to ensure that the Group can facilitate
customer needs quickly.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 62
Helios Towers plc Annual Report and Financial Statements 2022
Principal risks and uncertainties continued
Risk
Category
Description
Mitigation
Status
Failure to integrate new
lines of business in new
markets
Strategic
Financial
Operational
Multiple risks exist with entry into new markets and new lines of
business. Failure to successfully manage and integrate operations,
resources and technology could have material adverse implications for
the Group’s overall growth strategy and negatively impact its financial
position and organisation culture.
– Pre-acquisition due diligence conducted with the assistance of
external advisors with specific geographic and industry expertise;
– Ongoing monitoring activities post-acquisition/agreement;
– Detailed management, operations and technology integration plans;
– Ongoing measurement of performance vs. plan and Group strategic
Tax disputes
Compliance
Financial
Operational
Reputational
Our operations are based in certain countries with complex, frequently
changing and bureaucratic and administratively burdensome tax
regimes. This may lead to significant disputes around interpretation
and application of tax rules and may expose us to significant additional
taxation liabilities.
objectives; and
– Implementation of a regional CEO and support function governance
and oversight structure.
– Frequent interaction and transparent communication with relevant
governmental authorities and representatives;
– Engagement of external legal and tax advisors to advise on
legislative/tax code changes and assessed liabilities or audits;
– Engagement with trade associations and industry bodies and other
international companies and organisations facing similar issues;
– Defending against unwarranted claims; and
– Strengthening of the Group Tax Team and continued recruitment of
in-house tax expertise at both Group and OpCo levels.
Operational resilience
Strategic
Reputational
Operational
The ability of the Group to continue operations is heavily reliant on
third parties, the proper functioning of its technology platforms and
the capacity of its available human resources. Failure in any of these
three areas could severely affect its operational capabilities and ability
to deliver on its strategic objectives.
– Ongoing enhancements to data security and protection measures
with third-party expert support;
– Additional investment in IT resource and infrastructure to increase
automation and workflow of business as usual activities;
– Third-party due diligence, ongoing monitoring and regular supplier
Pandemic risk
Operational
Financial
In addition to the risk to the health and safety of our employees and
contractors, the ongoing impact of Covid-19 or other such pandemic
could materially and adversely affect the financial and operational
performance of the Group across all of its activities. The effects of a
pandemic may also disrupt the achievement of the Group's strategic
plans and growth objectives and place additional strain on its
technology infrastructure. There is also an increased risk of litigation
due to the potential effects of a pandemic on fulfilment of contractual
obligations.
performance reviews;
– Alternative sources of supply are previously identified to deal with
potential disruption to the strategic supply chain;
– Ongoing review and involvement of the human resources
department at an early stage in organisation design and
development activities; and
– Buffer stock maintained of critical materials for site delivery.
– Health and safety protocols established and implemented;
– Business continuity plans implemented with ongoing monitoring;
– Financial modelling, scenario building and stress testing;
– Continuous scanning of the external environment;
– Increased fuel purchases; and
– Review of contractual terms and conditions.
Governance ReportFinancial StatementsStrategic Report 63
Helios Towers plc Annual Report and Financial Statements 2022
Principal risks and uncertainties continued
Risk
Category
Description
Mitigation
Status
Cyber security risk
Operational
Financial
Reputational
Climate change
Operational
Financial
Reputational
We are increasingly dependent on the performance and effectiveness
of our IT systems. Failure of our key systems, exposure to the
increasing threat of cybercrime attacks and threats, loss or theft of
sensitive information, whether accidentally or intentionally, expose
the Group to operational, strategic, reputational and financial risks.
These risks are increasing due to greater interconnectivity, reliance
on technology solutions to drive business performance, use of third
parties in operational activities and continued adoption of remote
working practices.
Cyber attacks are becoming more sophisticated and frequent and
may compromise sensitive information of the Group, its employees,
customers or other third parties. Failure to prevent unauthorised
access or to update processes and IT security measures may expose
the Group to potential fraud, inability to conduct its business, damage
to customers as well as regulatory investigations and associated fines
and penalties.
– Ongoing implementation and enhancement of security and remote
access processes, policies and procedures;
– Regular security testing regime established, validated by
independent third parties;
– Annual staff training and awareness programme in place;
– Security controls based on industry best practice frameworks, such
as NCSC (www.ncsc.gov.uk/), and validated through internal Audit
assessments;
– Specialist security third parties engaged to assess cyber risks and
mitigation plans;
– Incident management and response processes aligned to ITIL® best
practice – identification, containment, eradication, recovery and
lessons learned;
– New supplier risk management assessments and due diligence
carried out; and
– Pursuing ISO 27001 (Information security) certification.
Climate change is a global challenge and therefore critical to our
business, our investors, our customers and other stakeholders.
Regulatory requirements and expectations of compliance with best
practice are also evolving rapidly. A failure to anticipate and respond
appropriately and sufficiently to climate risks or opportunities could
lead to an increased footprint, disruption to our operations and
reputational damage.
Business risks we may face as a result of climate change relate to
physical risks to our assets, operations and personnel (i.e. events
arising due to the frequency and severity of extreme weather events
or shifts in climate patterns) and transition risks (i.e. economic,
technology or regulatory changes related to the move towards a
low-carbon economy).
Governments in our operating markets, in addition to increasing
qualitative and quantitative disclosure requirements, may take action
to address climate change such as the introduction of a carbon tax or
mandate Net Zero requirements which could impact our business
through higher costs or reduced flexibility of operations.
– Carbon reduction intensity target to 2030 with an ambition to
decarbonise our emissions to Net Zero by 2040;
– Monitoring changes to carbon legislation and regulations in all our
markets;
– Investing in solutions which reduce carbon footprint and reliance on
diesel such as installing hybrid and solar solutions and connecting to
grid power where possible;
– Additional capital expenditure in carbon reduction innovation;
– Factoring emissions and climate risk into strategy and growth plans.
All operating companies’ budgets and forecasts include calculated
emissions to evaluate trends vs. our 2030 carbon target; and
– Reporting in alignment with TCFD recommendations and improving
our understanding of the financial and operational impacts of
climate-related risks and opportunities on our business.
Note: Principal risks identified, may combine and amalgamate elements of individual risks included in the detailed Group risk register.
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TCFD disclosures
TCFD
disclosures
We fully support the aims of TCFD and
are using the recommendations to guide
our approach. In 2022, our focus was on
strengthening governance and management
oversight of climate-related issues to set a
robust foundation for our overall approach
to managing climate-related risks and
opportunities. We also made progress on
metrics and targets by improving the rigour
of our carbon and climate data collection
and disclosure.
Key areas of progress in 2022:
Governance:
– Integrating governance of climate-related
risks and opportunities into our overall
sustainable business governance structure.
– Engaging our Executive Leadership Team
in assessing our physical and transition
risks and starting to integrate these into
business continuity planning.
– Integrating performance against our
carbon target as a criteria for our Long
Term Incentive Plan (see page 112).
Strategy and Risk management
– Conducting a review of the risk of climate
change on our OpCos, through an
assessment of both physical and transition
risks and opportunities. See pages 70–71
for a summary of our process and results.
Metrics and targets:
– Gaining external assurance for
Scope 1 and 2 emissions.
– Rebaselining our carbon footprint
calculation to include new operational
markets.
We acknowledge that despite making strides
in some areas of TCFD disclosure, we have a
long journey towards full alignment with the
recommendations. We have focused our
initial efforts and resources on two pillars
of Governance and Metrics and targets to
provide a strong foundation for the work
we need to do to align to the Strategy
and Risk management pillars over 2023–24.
A number of recommendations in these pillars
are interrelated and interdependent and we
aim to make good progress on these in 2023.
Helios Towers plc has complied with the
requirements of LR 9.8.6R by including
climate-related financial disclosures aligned
to the TCFD recommendations and
Recommended Disclosures (Guidance for All
Sectors) with the following seven exceptions,
where we have partial disclosure:
– Strategy: a, b and c.
– Risk management: a, b, c.
– Metrics and targets: a.
We have explained next steps in the TCFD
alignment column on the following pages to
ensure future compliance. We are committed
to improving our disclosure against the
TCFD recommendations each year and will
continue to report on our progress annually.
TCFD recommended disclosures
Summary of progress
Governance
Disclose the organisation’s governance around climate-related risks and opportunities
Fully
Partial
TCFD consistency
a. Describe the Board’s oversight
of climate-related risks and
opportunities
The Board has oversight of Helios Towers’ climate-related risks and opportunities. The Board met six times during 2022,
and climate-related issues were discussed at every meeting both as part of the Sustainable Business standing agenda
item but also through operational updates from senior management. The Board oversees Helios Towers’ Sustainable
Business Strategy and its approach, delivery and performance. Our carbon target is a key part of the Sustainable
Business Strategy, and in 2021 the Board approved our carbon target and roadmap (see Our strategic KPIs on page 19).
The Board was kept updated on progress against targets, challenges and strategic plans throughout 2022 through
briefings provided by our CFO, Group Head of Sustainability and Director of Operations and Engineering.
The Board considers climate-related matters in areas such as major plans of action, annual budgets and business plans.
For example, the Board reviewed and approved business plans and investments including the rollout of our Remote
Monitoring System, our Project 100 investment in carbon reduction and innovation, as well as the results of our climate
risk review as outlined on pages 70–71. See page 55 and pages 92–93 for Board considerations and activities in 2022.
The Audit Committee, as delegated by the Board, monitors the nature and extent of risk exposure against the Group’s
risk appetite. The Committee is responsible for identifying, mitigating and managing risk as described on page 58, and
this includes Climate Change, which is a Principal Risk. The Committee provides oversight of the effectiveness of our
internal controls and risk management framework; it reviews our progress and plans on TCFD alignment, including
approving our reporting on climate risks and opportunities and TCFD disclosures. It reviews and approves the Annual
Report which includes progress on our strategy and carbon target. See page 104 for Audit Committee activity in 2022.
In 2022, the Board established a Technology Committee to monitor and evaluate the impact of technological developments
and innovations. The committee is responsible for the oversight of technology developments that may help us achieve our
carbon target, as well as identify and manage key technology risks and opportunities. See page 91 for more details.
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TCFD disclosures continued
TCFD recommended disclosures
Summary of progress
TCFD consistency
Governance
Disclose the organisation’s governance around climate-related risks and opportunities
b. Describe management’s role in
assessing and managing
climate-related risks and
opportunities
Our Group CEO is accountable for the Company’s Sustainable Business Strategy which includes our carbon roadmap and
targets. The CEO is supported by a number of senior management on climate-related matters to implement our strategy.
Our Group CFO oversees the assessment of climate risks and financial impacts, approving investment in carbon
reduction initiatives and innovations, as well as overseeing the assurance of our carbon emissions and climate-related
disclosures.
Aligned to our governance of sustainable business, management responsibilities for climate-related risks and
opportunities are integrated into the relevant business and functional areas (see Reporting Supplement for governance
structure). The CEO and CFO are assisted by a number of senior management positions on climate-related matters:
– Director of Operations and Engineering: A member of the Executive Committee and reporting to the CEO, leads on
the delivery of our carbon roadmap. The function is responsible for identifying opportunities and innovations for
lower-carbon power solutions to maximise power uptime while reducing our carbon emissions.
– Group Head of Sustainability: A member of the Executive Leadership Team (ELT) reporting to the CFO, leads reporting
on climate action, oversees the data assurance process and the climate risk assessment, working with different
functions across the business to embed current and future climate-related considerations into business operations and
planning.
– OpCo Managing Directors, who are also members of the ELT, are responsible for managing physical climate-related
risks, as well as some transition risks (e.g. market), and integrating these into business continuity planning, operational
and risk management processes.
– Group Functional Heads also play an important role in managing transition risks such as Group Head of Tax leading on
carbon taxation-related risks.
The CEO also chairs monthly Project 100 working group meetings involving the CFO and senior management from
Operations, Engineering, Sustainability and Finance teams. The Group reviews progress on carbon reduction, investment
in lower-carbon technologies, stakeholder feedback on climate-related issues and provides relevant updates to the Board.
In 2022, our ELT, including Group Heads of Function and OpCo Managing Directors were involved in assessing climate
risks and opportunities as well as current and future mitigations as part of the qualitative climate risk review conducted
by the Sustainability team. See pages 70–71 for more information.
Long-term incentive plan performance metrics include carbon reduction per tenant in line with our 2030 target.
See page 134 for more information.
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TCFD disclosures continued
TCFD recommended disclosures
Summary of progress
TCFD consistency
Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning
where such information is material
a. Describe the climate-related
risks and opportunities the
organisation has identified
over the short-, medium- and
long-term
Climate change was added to our Group risk register as a principal risk during 2021. A number of principal risks are
directly or indirectly related to climate change. We conducted a specific climate risk assessment in 2022 where we
identified material climate risks and opportunities across our markets over the short, medium and long term. For more
on our initial qualitative risk review, our stakeholder engagement and the physical and transition risks identified with
potentially material operational and financial impact, see pages 70–71.
Physical indicators considered:
1) Flooding: both coastal and riverine.
2) Extreme temperature (defined as days over 35°C).
3) Extreme rainfall, which is classed as a day with rainfall over 50mm/day.
4) Cyclones which are classed as maximum sustained winds above 73mph, categorised and mapped by the NOAA
historical hurricane tracks tool.
5) Wildfire.
The risks associated with these indicators are detailed on page 70. For descriptions of transition risks and opportunities,
see page 71.
For risk and opportunity timeframes we have assessed short, medium or long term based on when we first expect our
markets to be impacted by each risk type. We have considered most risks slightly beyond our standard long term of
10–15 years due to climate scenario modelling returning outputs for 2040 at the earliest. The expectation from our initial
qualitative analysis is once a risk or opportunity appears, it will continue into the future, i.e. short term risks will continue
to exist in the medium to long term. For the physical risks identified, the majority already impact our operations. One
exception is extreme temperatures causing increased energy use being a medium-term risk. This is partly due to not
having experienced the impact of extreme temperatures in the last five years compared to the other risks outlined, but
also because we will be investing in hybrid solutions as part of Project 100.
b. Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy and financial planning
We have considered the potential operational and financial impact of physical and transition risks on pages 70–71.
Climate action is key to our Sustainable Business Strategy and our carbon target is a strategic KPI for the business. With
diesel being the largest operating cost at a tower site, reducing diesel use impacts both our carbon roadmap as well as
our Adjusted EBITDA and portfolio free cash flow. As part of Project 100, we have identified a number of value accretive
and carbon reducing initiatives. We use a ten-year rolling plan for financial planning that includes operational and capital
expenditure.
We consider material climate-related risks and opportunities through our strategy development and financial planning.
For short-term climate risks that will affect our towers and power uptime (a key criteria used in our climate risk materiality
analysis), we will allocate budget to the preventative maintenance of our power solutions, having back-up power in place
and we commit resources to manage these risks. Our projections account for capital investments in low-carbon solutions
to support the delivery of our carbon target. Operating companies’ budgets and forecasts include a consideration of
carbon emissions to better understand the impact of business decisions on our 2030 carbon target and long-term Net
Zero ambition.
Next steps in 2023–24
– Define financial materiality
threshold to assess risks and
opportunities.
– Conduct quantitative modelling
on our select risks and
opportunities. This will be
location-specific for our towers
to increase our understanding on
climate risk exposure at a more
granular level within our markets.
We will subsequently assess the
impacts to evaluate our current
climate resilience and prioritise
material risks.
Next steps in 2023–24
– Conduct a financial materiality
review to prioritise risks
and opportunities and use
this to inform our financial
planning process.
– Integrate physical exposure risks
into new market due diligence.
– Further integrate climate risks
into the functional and OpCo risk
management process.
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TCFD disclosures continued
TCFD recommended disclosures
Summary of progress
TCFD consistency
Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning
where such information is material
c. Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario
As a business operating predominantly in Sub-Saharan Africa, a region which is particularly vulnerable to climate change,
we already face operational disruptions from extreme weather events in our markets, and are building resilience through
these experiences. See page 70 for more information and examples.
Using publicly available data, we looked at historical climate records to confirm the current physical climate risks
impacting our markets including coastal and river flooding, drought, water stress, and extreme temperature and
rainfall days. We also looked at these risks using the IPCC’s ‘SSP1-2.6’ scenario which models the world warming by
1.7°C between 2040–60. For extreme temperature, extreme rainfall, drought and rainfall we also looked at the IPCC’s
‘SSP2-4.5’ and ‘SSP5-8.5’ scenarios to model a 2°C and 2.4°C temperature rise respectively by 2040. Due to lack of data
availability, we were unable to conduct this same modelling for flooding. Both the low-degree SSP1-2.6 and high-degree
SSP5-8.5 scenarios saw a large increase in extreme temperature days compared to present averages, however, in general
the modelling showed that the change from present day to future did not vary drastically between high- and low-degree
modelling. The results of the modelling have been used to inform discussions with OpCo Managing Directors and
Operations teams to assess current and future resilience to physical climate risks.
This initial scenario analysis has given us an indication of which markets are exposed to specific risks and how this may
change over the next 20 years depending on an increase in global GHG emissions. Based on long-term projections, we
anticipate that some of the risks we face today will become chronic, such as increased extreme temperature days and sea
level rise. We recognise the need to deepen our analysis for a more comprehensive climate resilience assessment. Further
work on climate scenario analysis will enable us to better assess the financial materiality of specific climate-related risks
over the medium to long term. Additionally, we continue to invest in low-carbon solutions, which reduces our
environmental impact as well as our customers’ exposure to climate risk.
Next steps in 2023–24
– Conduct tower-specific
quantitative modelling for our
key risks. Risks will be modelled
against a low (below 2°C) and
high (between 2.4-4°C) GHG
emissions scenario in line with
IPCC-recognised scenarios.
– Review the financial implications
of climate change on our
business, including the resilience
of our strategy to different
climate scenarios.
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Helios Towers plc Annual Report and Financial Statements 2022
TCFD disclosures continued
TCFD recommended disclosures
Summary of progress
TCFD consistency
Risk management
Disclose how the organisation identifies, assesses and manages climate-related risks
a. Describe the organisation’s
processes for identifying and
assessing climate-related risks
Climate change was identified as a principal risk through our risk identification and management process in 2021.
Read more about our risk governance and risk heatmap on pages 58–59.
We also started a more specific climate-related risk review in 2022. See page 70 for more information on the process for
identifying and assessing climate-related risks. This provided us with a risk register summarising relevant physical and
transition risks for each OpCo. Material climate risks are those that could potentially have a significant effect on our tower
downtime, the safety of our people, partners and assets and on our costs. The assessment was based on our teams’
knowledge and previous experience of climate-related impacts to our business. We will annually review this register
with our OpCos to ensure they are still relevant and accurate. Read more about our process for assessing and managing
climate risks through the year on page 70. Aligned to this, a number of climate-related risks also feature in OpCo Business
Continuity Plans. In addition, we will continue our risk monitoring to ensure we capture any new or additional risks such
as emerging regulatory requirements.
We will continue to integrate climate-related risks and mitigations into our operational processes and controls.
We have also considered the effects of climate-related matters on financial statements. See page 165 for more
information.
Next steps in 2023–24
– Conduct a financial materiality
review to prioritise risks
and opportunities and use this
to inform our financial planning
process.
– Continue to review and update
the climate risk register with
the input and engagement of
the ELT.
b. Describe the organisation’s
processes for managing
climate-related risks
Climate change is a principal risk and as such is managed through the risk governance structure outlined on page 58.
For the specific physical and transition risks we have identified through our assessment in 2022, we will be integrating
these into OpCo and functional risk registers which will be reviewed biannually with the Executive Leadership Team.
The Group CFO and Group Head of Sustainability updated the Board on the key physical and transition risks identified
in 2022 and plans to prioritise mitigations over 2023–24.
Next steps in 2023–24
– Define financial materiality
threshold to assess risks and
opportunities.
– Further integrate medium-term
climate risks into business
continuity plans for each OpCo
as well as integrate climate risks
into functional and OpCo risk
management process.
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TCFD recommended disclosures
Summary of progress
TCFD consistency
c. Describe how processes for
identifying, assessing and
managing climate-related risks
are integrated into the
organisation’s overall risk
management
Climate change is a principal risk, and as such, is underpinned by our enterprise risk management process, which is the
framework through which the Group identifies, assesses, prioritises, manages, monitors and reports risks. This process
(see page 58) includes identifying Group-wide controls and actions to mitigate climate risks. The controls for our climate
change impacts have evolved in line with our strategy and regulatory frameworks, and are in progress.
Metrics and targets
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities, where such information is material
a. Disclose the metrics used by
the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process
We monitor the business impact of climate events we are already experiencing through some of our sustainable business
KPIs, and use these for planning and budgeting. For example, after flooding, storms, cyclones and prolonged rainy
seasons, we review the impact on our KPI of downtime per tower per week on operating costs and our carbon emissions.
We also review the potential financial impact of transition risks such as the increasing cost of diesel and carbon taxation.
South Africa is the only market where there is a carbon tax in place, and an independent review we commissioned in
2022 concluded that we fall well below the prescribed threshold of the Carbon Tax Act. Therefore, there is no mandatory
obligation to report on emissions or submit any carbon tax returns.
We report on metrics such as GHG emissions, carbon intensity per tenant and per tower, energy consumption and our
investment in carbon reduction on pages 24–29. Long-term incentive plan performance metrics include carbon reduction
per tenant in line with our 2030 target. See page 134 for more information.
We explored internal carbon price mechanisms, specifically shadow price and internal mechanisms; including training
sessions on the subject with our CFO and Finance and Sustainability teams. In 2023, we will be trialling measuring the
US$/kWh along with kgCO2e/kWh for different power solutions as metrics to support capex and opex decision-making
processes.
Scope 1, 2 and 3 emissions are the key metrics we use to measure our emissions, manage climate-related risks and assess
opportunities in the energy transition. For our carbon footprint disclosure see pages 28–29. See our Reporting
Supplement for further details on methodology, basis of reporting and our Recalculation Policy.
We address physical and transition climate risks by decarbonising our operational footprint. Our climate targets are
focused on reducing carbon intensity; in late 2021, we set out an intensity target to reduce carbon emissions per tenant
by 46% by 2030 against a 2020 baseline, and become a Net Zero business by 2040. Read more on pages 24–29.
b. Disclose Scope 1, Scope 2 and,
if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the related risks
c. Describe the targets used by
the organisation to manage
climate-related risks and
opportunities, and
performance against targets.
Next steps in 2023–24
– Further integrate climate-related
risks into our risk management
processes and business
continuity plans.
– Undertake a feasibility review
on future mitigations for
climate risks.
Next steps in 2023–24
– Develop a plan to quantify
the impact of material
climate-related physical
risks and transition risks
on our revenues, asset
and business activities.
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TCFD disclosures continued
Understanding climate
risk and impacts
While Africa is responsible for only 3% of
global emissions, it is projected to be
exposed to some of the most severe impacts
of climate change.
To ensure a resilient business strategy, we
have developed our understanding of the
risk of climate change on our operating
companies through our assessment of both
physical and transition climate-related risks
and opportunities in 2022.
To identify and assess physical and transition
risks and opportunities, we conducted
workshops with the ELT, the Operations
function and an external carbon consultancy,
likelihood and the potential magnitude of
impact. We also conducted a review of
climate records and projections for each of
our markets using the World Bank Climate
Change Knowledge Portal and other
open-source databases for qualitative risk
modelling. Read more about this in the
Strategy section of our TCFD disclosure
on page 66.
We assessed risks against the following
timeframes:
– Short-term: 0–3 years
– Medium-term: 3–10 years
– Long-term: 10–15 years and beyond
Physical risks
Physical risks to our business arise from the
increased frequency and severity of weather
events, such as hurricanes and floods, or
chronic shifts in weather patterns.
The modelling projects that by 2040,
our markets in Africa will be exposed to
increased frequency and severity of urban
and river flooding, extreme temperature,
extreme precipitation and wildfire.
Some markets will be exposed to additional
physical risks, for example, cyclones and
tropical storms in Madagascar and drought
and cyclones in Oman.
The level of materiality of our physical risks
is dependent on downtime caused, coupled
with any structural damage caused. For
example, storms and extreme precipitation
can increase grid outages, which:
– increase operating and maintenance costs
due to greater reliance on generators;
– create challenges for accessing and
maintaining our sites; and
– potentially lead to customer connectivity
interruptions.
The impact of these risks are currently low
because they only temporarily impact our
operations. However, over the long term,
increased frequency and severity of these
physical risks could also cause structural
damage to our towers, leading to tower
remediation or replacement.
For the climate risks we experience on an
annual basis, such as rainy seasons, we
create bespoke plans to mitigate the impact
on downtime and on our operations. We will
explore location-specific modelling to build
our climate change resilience and further our
understanding of future physical risks.
Risk description
Timeframe
of first impact1
Potential financial
and operational impact
Increased grid outages due to
flooding, heavy rainfall events
and tropical storms
Short-term
Structural damage to our
towers due to extreme
weather events2
Short-term
Increased operating and
maintenance costs due to greater
reliance on back-up power,
including batteries and generators
Additional costs resulting
from increased frequency
of structural audits, repairs and
asset replacements, as well as
increased insurance premiums
No access to sites due to
flooding, heavy rainfall or
tropical storms and cyclones
Short-term
Increased downtime resulting
in customer penalties (excluding
force majeure events)
Tower collapse during severe
tropical storms or cyclones
Short-term
Increased energy use
during periods of extreme
temperatures
Medium-term
Cost of asset replacement
and potential damage to
the surrounding area
Increased cost of energy
consumption for cooling needed
to maximise performance of
equipment such as batteries
Climate change resilience
As we are already experiencing the effects of climate change in our markets, we have a number
of controls and mitigations in place. We repair roads after flooding to help us access sites
with the additional benefit of supporting the local community; we plan specific back-up
power solutions for rainy seasons when we experience longer grid outages; and have
temporary tower and power solutions such as Cells on Wheels (CoWs) during cyclones.
We will be reviewing future mitigation options with our OpCos over 2023–24, such as
investing in bespoke tower designs to withstand extreme conditions and enhanced drainage
system checks at our sites. Our contracts typically contain force majeure clauses, excluding
penalties for downtime caused by acts such as natural climate disasters.
1 The timeframe refers to when we anticipate first exposure to a physical climate risk. It is likely that we will continue to
be exposed to these risks going forward, i.e. if we expect to be exposed to a risk in the short term then we will likely see
these risks continuing in the medium and long term. We define (i) short-term as 0–3 years, capturing events that could
affect the business almost immediately; (ii) medium-term as 3–10 years, because our medium-term strategic planning
will typically consider 5-year roadmaps; (iii) long-term as 10–15 years, which aligns to the typical initial contract term we
enter into with our customers. For climate risk modelling availability and our 2040 Net Zero ambition, we are looking
beyond the 10–15 year timeframe.
2 This could be due to cyclones, tropical storms, soil changes from flooding, heavy rainfall or drought. Drought is
determined on the water stress of the location using the Aqueduct Water Risk Atlas.
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TCFD disclosures continued
Transition risks
Transition climate-related risks include any
potential impact on the demand for our
towers, power and mobile connectivity more
broadly, as well as regulatory, technological
and behavioural changes in the transition to
a low-carbon economy.
We have controls in place across the
business which build resilience against
transition risks. Our carbon target and Net
Zero ambition support us in reducing the
exposure to policy and legal risk. Our
finance and legal teams across the Group, as
well as in local markets, ensure we are
always up to speed on any new climate-
related regulation.
The risks and opportunities included here
are those with the greatest likelihood of
occurring based on discussions with the
Executive Leadership Team, which includes
OpCo Managing Directors and Functional
Heads with deep knowledge of the business,
our stakeholders and the markets. We also
conducted industry benchmarking, which
involved reviewing peers and customers, to
understand their transition risks which could
also impact us.
The timeframes included here reflect when
risks and opportunities are likely to emerge.
We expect that they will continue after initial
impact. For example, the cost and
availability of batteries due to global
demand will continue to be a risk in the
long-term. We will continue to assess the
potential impact of these risks and
opportunities over 2023–24.
Technology
Market
Reputational
Policy and legal
Risk
– Availability of, access to
and cost of lower-carbon
solutions (including
renewable energy solutions,
alternative fuels, etc.)
Short-term
– Cost and availability of batteries
due to global demand
Medium-term
– Lack of skills to maintain new
low-carbon technologies
Medium-term
Opportunity
– Enhanced energy efficiency
and reduced usage of
generators will reduce
operating costs
Short-term
– Opportunity to upskill the
– Increasing cost and availability
of diesel as a back-up power
source
Short-term
– Dependence on improvements
in national grid proliferation
and large-scale infrastructure
to support rollout of innovative
technologies, e.g. hydrogen
Medium-term
– Increased investor and
customer demand and
expectation around climate
action, science-based targets
and Net Zero
Short-term
– Legislation restricting our
ability to generate our own
power
Short-term
– Increased carbon-related
policy, regulation and taxation
Medium-term
– Work with national grid
providers to encourage
greater access to electricity,
for both our sites and the
communities they serve
Medium-term
– Increased customer demand
resulting from our proactive
approach to reducing
emissions including having
strong management and
reporting systems in place
– Reduced impact of policy,
regulation and taxation as a
result of our carbon roadmap
and investment in
lower-carbon technologies
Medium-term
labour markets in our OpCos
in relation to new technologies
and transitioning away
from diesel
– Power Purchase Agreements
which support our power
needs as well as those of local
communities
Medium-term
Medium-term
– Financial advantage by
reducing fuel use more than
peers
Short-term
Short-term
– Improved investment
proposition, market valuation
and access to capital as a
result of our carbon roadmap
and risk management
Short-term
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Viability statement
1. Assessment of prospects: context
The Group’s activities are long-term in
nature, as is its business model. The Group is
either the sole and/or leading independent
operator in seven of its nine operating
markets. The Group has demonstrated
consistent and continued Adjusted EBITDA
growth for the last five years, and from
2017 to 2022, operating loss has improved
from US$(24) million to an operating profit
of US$80 million. Our investment in new
acquisitions as well as financing activity
to support them across 2020 to 2022, in
addition to the non-cash impact of the
fair value movements of the embedded
derivatives in the Group’s bond and foreign
exchange movements on intercompany
borrowings, generated a loss before tax
of US$162 million in 2022; pages 3–10
describe how the Group’s business model
will generate profits in future years as the
tenancy ratio expands going forward.
The Group closed the year with a US$120
million cash and cash equivalents, in
addition to US$375 million of undrawn debt
facilities. In 2020 and 2021, the Group raised
a range of financial instruments to support
its expansion across 2021 and 2022, that
included a convertible bond of US$300
million which carries a coupon of 2.875%,
a US$975 million bond with a 7.000%
coupon (that was also used to refinance
the Group’s existing debt) in addition to
term loan facilities in Senegal and Oman.
Net leverage was 5.1x at the end of 2022,
above the Group’s medium-term target
range of 3.5x-4.5x, following two years of
record investment in which the Company
effectively doubled its tower assets and
diversified into four new attractive markets.
Discretionary capex is expected to be
materially lower over 2023, and the business
delevers through Adjusted EBITDA growth
(assuming cash balances are held constant).
The Board continues to take a balanced
approach to the Group’s strategy and the
focus is primarily on exercising opportunities
for growth in new markets, strengthening
revenue streams from existing assets and
cost control management. Decisions relating
to entry into new markets are made consistent
with the Group’s current risk appetite and are
subject to robust commercial analysis,
diligence and Board oversight and approval.
Similar controls operate in relation to
significant new customers and tower
colocation opportunities.
The Group’s focus is on growing its existing
tower and tenant portfolio in existing markets.
In addition, and over the medium term the
Group expects to grow through inorganic
expansion as well as identifying potential
for new product development and related
technologies. This is consistent with the
Group’s existing strategy and risk profile,
which is overseen and considered by
the Board.
2. Key assumptions and the assessment
process
Group prospects are assessed through its
strategic planning process, which is led by
the CEO and the Executive Management
team and involves all relevant functions
such as Finance, Commercial, Operations,
Legal and Compliance. The Board,
through its regularly scheduled meetings,
oversees this process. The Board’s role
is to assess whether the strategic plan’s
outputs take account of external dynamics
including political, social, technological
and macroeconomic factors. The output of
this process is a set of objectives, financial
forecasts and an assessment of any key
risks that may impact delivery of the plan.
The latest updates to this strategic plan
were finalised in 2022. This considered the
Group’s current positions and business
prospects for the next four years, focusing
on potential market expansion, growth
opportunities in existing markets and the
scope for new product development.
Based on this analysis, detailed financial
forecasts were prepared for a four-year
period. The forecasts for the first year
represent the Group’s operating budget,
which is subject to ongoing review and
formal monitoring during the year. A similar
level of detail is included in the second
year of the forecast and this is flexed,
based on the actual results obtained in
year one. Forecasts for the remaining
years are extrapolated from these first two
years, based on the overall content of the
strategic plan. We consider it reasonable
to assume that debt refinancing will be
available at existing levels in all plausible
market conditions as the related debt
matures, and therefore there will be no
material change to the Group’s capital
structure over the period. In practice, the
Group expects to refinance proactively, in
a manner that optimises the Group’s overall
capital structuring whilst safeguard its
liquidity. The forecasts take into account
the Group’s commitments with respect to
the US$100 million capital spend required
to meet its carbon target (see page 26).
The purpose of this summary is to set out
the potential impact from key risks that
could prevent the Group from achieving its
strategy. Depending on the nature or impact
of aspects of these principal risks, the
Group’s ability to continue in business in its
current form could be affected, if these were
realised. This was considered as part of the
Group’s viability assessment, outlined here.
While the Group’s forecasts reflects the
Directors’ best estimates of the future
prospects of the business, the Group has
also considered a number of downside
scenarios which reflect the principal risks of
the Group, as explained on pages 59–63 of
this Annual Report, by quantifying their
potential financial impact and assessing the
potential impact on planned delivery. All of
the scenarios modelled represent ‘severe but
plausible’ circumstances that could affect
the Group, its operations, and its business
activities.
Governance ReportFinancial StatementsStrategic Report 73
Helios Towers plc Annual Report and Financial Statements 2022
Viability statement continued
3. Assessment of viability
The assessment of viability started with the
available headroom as of 31 December 2022
and considered the plans and projections
prepared as part of the forecasting cycle
and related downside scenarios that reflect
the principal risks of the Group.
4. Viability statement
The Directors confirm that they have a
reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities as they fall due over this
four-year period, based on the assessment
of prospects and viability detailed above.
5. Going concern
The Directors also considered it appropriate
to prepare the Financial Statements on a
going concern basis, as explained in Note
2a to the Group Financial Statements
included in this Annual Report.
Approval of Strategic Report
This Strategic Report has been prepared
in accordance with the requirements of
the Companies Act 2006 and has been
approved and signed for on behalf of
the Board.
Tom Greenwood
Group CEO
15 March 2023
The results of this stress-testing, and
assessment of significant quantitative and
qualitative factors, demonstrated that the
Group would be able to withstand these
impacts over the period of its financial
forecasts, and have liquidity available to the
Company. While in a downside scenario
headroom has been assessed to be tight
against its covenants, it does not breach its
covenants. This is due to the inherent
stability of its core business and by making
necessary adjustments to its business-as-
usual operational and activity plans.
The Group also considered a number of
‘break-case’ scenarios, hypothetically
calculating how much a change in portfolio
structure (i.e. sites going offline) would
be required for the business to run out of
cash and available debt facilities. Assuming
the Group repaid facilities under which
there are financial covenants, this testing
highlighted that close to 50% of its portfolio
would need to go offline for the business
to be not able generate sufficient cash
flows over a year to cover its fixed costs.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 74
Helios Towers plc Annual Report and Financial Statements 2022
Alternative Performance Measures
The Group has presented a number of Alternative
Performance Measures (APMs), which are used in addition
to IFRS statutory performance measures.
The Group believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful information on the
performance of the business. These APMs are consistent with how the business performance
is planned and reported within the internal management reporting to the Board. Some of
these measures are also used for the purpose of setting remuneration targets.
Adjusted EBITDA and margin
Definition
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.
Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to company by
eliminating potential differences caused by variations in capital structures (affecting interest
and finance charges), tax positions (such as the impact of changes in effective tax rates or net
operating losses) and the age and booked depreciation on assets. The Group excludes certain
items from Adjusted EBITDA, such as loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better understanding of the Group’s
underlying trading performance.
Reconciliation between APM and IFRS
Loss before tax
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs1
Share-based payments and long-term incentive plan charges2
Loss on disposal of property, plant and equipment
Other gains and losses
Depreciation of property, plant and equipment
Amortisation of intangible assets
Depreciation of right-of-use assets
Interest receivable
Finance costs
Adjusted EBITDA
Revenue
Adjusted EBITDA margin
2022
US$m
2021
US$m
(162.5)
(119.4)
19.1
4.5
0.4
51.4
144.6
12.6
21.3
(1.8)
193.2
282.8
560.7
50%
19.3
2.0
0.5
28.0
142.2
2.3
15.3
(0.7)
151.1
240.6
449.1
54%
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to
operating activities commencing.
Includes associated costs.
2
Governance ReportFinancial StatementsStrategic Report 75
Helios Towers plc Annual Report and Financial Statements 2022
Alternative Performance Measures continued
Adjusted gross profit and Adjusted gross margin
Definition
Adjusted gross profit means gross profit, adding back site and warehouse depreciation,
divided by revenue.
Adjusted gross margin means Adjusted gross profit divided by revenue.
Purpose
This measure is used to evaluate the underlying level of gross profitability of the operations
of the business, excluding depreciation, which is the major non-cash measure otherwise
reflected in cost of sales. The Group believes that Adjusted gross profit facilitates comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by the age and booked depreciation on assets. It is also a proxy
for the gross cash generation of its operations.
Reconciliation between IFRS and APM
Gross profit
Add back: Site and warehouse depreciation
Adjusted gross profit
Revenue
Adjusted gross margin
2022
US$m
194.8
158.1
352.9
560.7
63%
2021
US$m
153.8
145.1
298.9
449.1
67%
Portfolio free cash flow
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and corporate
capital additions, payments of lease liabilities (including interest and principal repayments of
lease liabilities) and tax paid.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the business operations
after expenditure incurred on maintaining capital assets, including lease liabilities, and taxes.
It is a measure of the cash generation of the tower estate.
Reconciliation between IFRS and APM
Cash generated from operations
Adjustments applied:
Movement in working capital
Adjusting items:
Deal costs1
Adjusted EBITDA
Less: Maintenance and corporate capital additions
Less: Payments of lease liabilities2
Less: Tax paid
Portfolio free cash flow
2022
US$m
193.2
70.5
19.1
282.8
(20.3)
(40.8)
(20.3)
201.4
2021
US$m
195.9
25.4
19.3
240.6
(22.1)
(31.0)
(19.2)
168.3
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to
operating activities commencing.
2 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 76
Helios Towers plc Annual Report and Financial Statements 2022
Alternative Performance Measures continued
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current loans and current loans and long-term and short-term
lease liabilities.
Return on invested capital
Definition
Return on invested capital (ROIC) is defined as annualised portfolio free cash flow divided by
invested capital.
Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated
as net debt divided by annualised Adjusted EBITDA1.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of overall
balance sheet strength. It is also a single measure that can be used to assess the Group’s cash
position relative to its indebtedness. The use of the term ‘net debt’ does not necessarily mean
that the cash included in the net debt calculation is available to settle the liabilities included
in this measure.
Net leverage is used to show how many years it would take for a company to pay back its
debt if net debt and Adjusted EBITDA are held constant. The Group’s medium-term net
leverage target is to be broadly in the range of 3.5-4.5x.
Reconciliation between IFRS and APM
External debt
Lease liabilities
Gross debt
Cash and cash equivalents
Net debt
Annualised Adjusted EBITDA1
Net leverage
2022
US$m
1,571.6
226.0
1,797.6
119.6
1,678.0
328.8
5.1x
2021
US$m
1,295.5
181.9
1,477.4
528.9
948.5
264.0
3.6x
1 Annualised Adjusted EBITDA calculated as per the Senior Notes definition as the most recent fiscal quarter multiplied
by four, adjusted to reflect the annualised contribution from acquisitions that have closed in the most recent fiscal
quarter. This is not a forecast of future results.
Invested capital is defined as gross property, plant and equipment and gross intangible
assets, less accumulated maintenance and corporate capital expenditure, adjusted for IFRS 3
accounting adjustments and deferred consideration for future sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the Group’s capital
allocation.
Reconciliation between IFRS and APM
Property, plant and equipment
Accumulated depreciation
Accumulated maintenance and corporate capital expenditure
Intangible assets
Accumulated amortisation
Accounting adjustments and deferred consideration for future sites
Total invested capital
Annualised portfolio free cash flow1
Return on invested capital
2022
US$m
931.4
934.0
(224.8)
583.5
50.4
(102.5)
2021
US$m
(Restated)
708.2
833.3
(202.7)
231.4
24.5
(93.2)
2,172.0
1,501.5
223.8
10.3%
177.3
11.8%
1 Annualised portfolio free cash flow is calculated as portfolio free cash flow for the respective period, adjusted to
annualise the impact of acquisitions closed during the respective period.
Governance ReportFinancial StatementsStrategic Report 77
Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review
Consolidated Income Statement
For the year ended 31 December
(US$m)
Revenue
Cost of sales
Gross profit
Administrative expenses
Loss on disposal of property, plant and equipment
Operating profit
Interest receivable
Other gains and losses
Finance costs
Loss before tax
Tax expense
Loss after tax
Loss attributable to:
Owners of the Company
Non-controlling interests
Loss for the year
Loss per share:
Basic loss per share (cents)
Diluted loss per share (cents)
Year ended 31 December
2022
2021
560.7
(365.9)
194.8
(114.1)
(0.4)
80.3
1.8
(51.4)
(193.2)
(162.5)
(8.9)
449.1
(295.3)
153.8
(94.3)
(0.5)
59.0
0.7
(28.0)
(151.1)
(119.4)
(36.8)
(171.4)
(156.2)
(171.5)
0.1
(171.4)
(156.2)
–
(156.2)
(16)
(16)
(15)
(15)
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Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
Segmental key performance indicators
For the year ended 31 December
$ values are presented as US$m
Sites at year end
Tenancies at year end
Tenancy ratio at year end
Revenue for the year
Adjusted gross marginΔ
Adjusted EBITDAΔ for the year1
Adjusted EBITDA marginΔ for the year
$ values are presented as US$m
Sites at year end
Tenancies at year end
Tenancy ratio at year end
Revenue for the year
Adjusted gross marginΔ
Adjusted EBITDAΔ for the year1
Adjusted EBITDA marginΔ for the year
Group
Tanzania
DRC
Congo Brazzaville
Ghana
2022
2021
13,553
24,492
1.81x
$560.7
63%
$282.8
50%
9,560
18,776
1.96x
$449.1
67%
$240.6
54%
2022
4,188
9,422
2.25x
$201.4
70%
$133.7
66%
2021
4,005
9,012
2.25x
$170.4
69%
$113.2
66%
2022
2,233
5,215
2.34x
$205.9
57%
$104.4
51%
2021
2,062
4,701
2.28x
$176.4
64%
$101.0
57%
2022
511
715
1.40x
$28.2
66%
$13.8
49%
2021
459
661
1.44x
$27.7
65%
$13.1
47%
2022
1,113
2,216
1.99x
$36.6
66%
$20.7
57%
South Africa
Senegal
Madagascar
Malawi
Oman
2022
369
631
1.71x
$9.5
74%
$4.5
48%
2021
272
464
1.71x
$6.0
75%
$2.6
44%
2022
1,347
1,439
1.07x
$36.8
72%
$22.0
60%
2021
1,232
1,303
1.06x
$23.4
64%
$12.7
54%
2022
508
605
1.19x
$15.1
49%
$5.7
38%
2021
490
594
1.21x
$2.4
50%
$0.9
37%
2022
765
1,232
1.61x
$23.6
40%
$7.2
30%
2021
–
–
–
–
–
–
–
2022
2,519
3,017
1.20x
$3.6
73%
$2.3
64%
2021
1,040
2,041
1.96x
$42.8
69%
$25.8
60%
2021
–
–
–
–
–
–
–
1 Group Adjusted EBITDA for the year includes corporate costs of US$31.5 million (2021: US$28.7 million).
Governance ReportFinancial StatementsStrategic Report 79
Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
Total tenancies as at 31 December
Standard colocations
Amendment colocations
Total colocations
Total sites
Total tenancies
Standard colocations
Amendment colocations
Total colocations
Total sites
Total tenancies
Group
Tanzania
DRC
Congo Brazzaville
Ghana
2022
9,611
1,328
10,939
13,553
24,492
2021
8,256
960
9,216
9,560
18,776
2022
4,524
710
5,234
4,188
9,422
2021
4,432
575
5,007
4,005
9,012
2022
2,766
216
2,982
2,233
5,215
2021
2,536
103
2,639
2,062
4,701
2022
172
32
204
511
715
South Africa
Senegal
Madagascar
Malawi
2022
240
22
262
369
631
2021
187
5
192
272
464
2022
89
3
92
1,347
1,439
2021
70
1
71
1,232
1,303
2022
93
4
97
508
605
2021
100
4
104
490
594
2022
467
–
467
765
1,232
2021
179
23
202
459
661
2021
–
–
–
–
–
2022
762
341
1,103
1,113
2,216
Oman
2022
498
–
498
2,519
3,017
2021
752
249
1,001
1,040
2,041
2021
–
–
–
–
–
Revenue
Revenue increased by 24.8% to US$560.7 million in the year ended 31 December 2022 from US$449.1 million in the year ended 31 December 2021. The increase in revenue was largely driven
by the 30.4% increase in tenancies from 18,776 as of 31 December 2021 to 24,492 as of 31 December 2022, due to strong organic tenancy growth across the group, full year of operations in
Senegal and Madagascar and the addition of 1,098 tenancies in Malawi in Q2 and 3,017 tenancies in Oman in Q4 2022.
Cost of sales
(US$m)
Power
Non-power
Site and warehouse depreciation
Total cost of sales
Year ended 31 December
% of Revenue
% of Revenue
2022
131.3
76.5
158.1
365.9
2022
23.4%
13.6%
28.2%
65.3%
2021
85.4
64.8
145.1
295.3
2021
19.0%
14.4%
32.4%
65.8%
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Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
The table below shows an analysis of the cost of sales on a country-by-country basis for the year ended 31 December 2022 and 2021.
(US$m)
Power
Non-power
Site and warehouse depreciation
Total cost of sales
(US$m)
Power
Non-power
Site and warehouse depreciation
Total cost of sales
Group
Tanzania
DRC
Congo Brazzaville
Ghana
2022
131.3
76.5
158.1
365.9
2021
85.4
64.8
145.1
295.3
2022
33.1
27.6
58.8
2021
25.9
26.8
53.2
2022
61.1
28.1
55.8
2021
40.1
23.3
53.7
119.5
105.9
145.0
117.1
2022
3.0
6.6
8.2
17.8
2021
3.3
6.5
10.5
20.3
2022
8.7
3.7
6.3
18.7
2021
9.0
4.3
8.4
21.7
South Africa
Senegal
Madagascar
Malawi
Oman
2022
2.0
0.4
3.9
6.3
2021
1.3
0.2
2.9
4.4
2022
5.9
4.5
17.5
27.9
2021
5.0
3.3
16.1
24.4
2022
5.5
2.2
3.4
11.1
2021
0.8
0.4
0.3
1.5
2022
11.4
2.9
2.0
16.3
2021
2022
2021
–
–
–
–
0.6
0.5
2.2
3.3
–
–
–
–
Cost of sales increased to US$365.9 million in the year ended 31 December 2022 from US$295.3 million in the year ended 31 December 2021, due primarily to a full year of operations in
Senegal and Madagascar and the acquisition of passive infrastructure assets in Malawi, and organic site growth, which led to an increase in site and warehouse depreciation. In addition, rising
power prices across the Group, especially in DRC where there were higher fuel costs, resulted in power costs increasing year on year. As a result, the Adjusted gross margin reduced by 4% to
63%.
Administrative expenses
Administrative expenses increased by 21.0% to US$114.1 million in the year ended 31 December 2022 from US$94.3 million in the year ended 31 December 2021. Year-on-year administrative
expenses as a percentage of revenue has decreased by 0.7%. The increase in administrative expenses is primarily due to the impact of acquisitions that increased amortisation and other
administrative costs.
(US$m)
Other administrative costs
Depreciation and amortisation
Adjusting items
Total administrative expense
Year ended 31 December
% of Revenue
% of Revenue
2022
70.0
20.3
23.8
114.1
2022
12.5%
3.6%
4.2%
20.3%
2021
58.3
14.7
21.3
94.3
2021
13.0%
3.3%
4.7%
21.0%
Adjusted EBITDA
Adjusted EBITDA was US$282.8 million in the year ended 31 December 2022 compared to US$240.6 million in the year ended 31 December 2021. The increase in Adjusted EBITDA between
periods is primarily attributable to the changes in revenue, cost of sales and administrative expenses, as discussed above. Please refer to the Alternative Performance Measures section for
more details and Note 4 of the Group Financial Statements for a reconciliation of aggregate Adjusted EBITDA to loss before tax.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2022 was a loss of US$51.4 million, compared to a loss of US$28.0 million in the year ended 31 December 2021. This is
mainly related to the non-cash US$51.5 million fair value movement of the embedded derivative valuation of the put and call options embedded within the terms of the Senior Notes. See Note
26 of the Group Financial Statements
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Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
Finance costs
Finance costs of US$193.2 million for the year ended 31 December 2022 included an interest
cost of US$115.4 million that reflects interest on the Group’s debt instruments, fees on
available Group and local term loans and RCF facilities, withholding taxes and amortisation.
The increase in foreign exchange differences from US$21.6 million in 2021 to US$52.3 million
in 2022 primarily reflects fluctuations of the Malawian Kwacha, Ghanaian Cedi and Central
African Franc which declined against the US Dollar during the year.
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of
31 December 2022 for each year from 2023 to 2027, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2022 held
constant. Our contracted revenue calculation for each year presented assumes:
– no escalation in fee rates;
Year ended 31 December
– no increases in sites or tenancies other than our committed tenancies;
2021
– our customers do not utilise any cancellation allowances set forth in their MLAs;
– our customers do not terminate MLAs prior their current term; and
– no automatic renewal.
(US$m)
Foreign exchange differences
Interest cost
Interest cost on lease liabilities
Total finance costs
2022
52.3
115.4
25.5
193.2
21.6
110.2
19.3
151.1
Tax expense
Tax expense was US$8.9 million in the year ended 31 December 2022 as compared to
US$36.8 million in the year ended 31 December 2021. The decrease is predominantly driven
by exceptional corporate income tax in 2021 of US$29.1 million for change of control
purposes which did not recur in 2022.
Though entities in Congo Brazzaville and Senegal have continued to be loss-making for tax
purposes, minimum income taxes and/or asset based taxes were levied, as stipulated by law
in these jurisdictions. DRC, Ghana, Madagascar, Tanzania and two entities in South Africa are
profitable for tax purposes and subject to income tax thereon.
(US$m)
Tanzania
DRC
Congo Brazzaville
Ghana
South Africa
Senegal
Madagascar
Malawi
Oman
Total
Year ended 31 December
2023
208.3
231.2
20.9
26.2
8.3
37.5
12.4
18.4
45.2
608.4
2024
208.7
230.7
20.9
23.7
8.3
37.0
12.4
18.4
44.0
604.1
2025
209.1
201.5
15.5
23.9
8.2
38.7
13.0
18.4
44.0
572.3
2026
141.8
172.7
11.5
24.0
7.9
40.4
15.9
18.5
44.0
476.7
2027
116.2
139.8
11.4
24.0
7.6
45.0
15.9
18.5
44.0
422.4
The following table provides our total undiscounted contracted revenue by key customers as
of 31 December 2022 over the life of the contracts with local currency amounts converted at
the applicable average rate for US Dollars for the year ended 31 December 2022 held
constant. As at 31 December 2022, total contracted revenue was US$4.7 billion, of which
98.9% is from multinational MNOs, with an average remaining life of 7.6 years.
(US$m)
Multinational MNOs
Other
Total
Total
committed
revenues
% of total
committed
revenues
4,653.0
52.0
98.9%
1.1%
4,705.0
100.0%
Governance ReportGovernance ReportFinancial StatementsFinancial StatementsStrategic ReportStrategic Report 82
Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
Management cash flow
(US$m)
Adjusted EBITDA
Less:
Maintenance and corporate capital additions
Payments of lease liabilities1
Corporate taxes paid
Portfolio free cash flow2
Cash conversion %3
Net payment of interest4
Levered portfolio free cash flow
Discretionary capital additions5
Adjusted free cash flow
Net change in working capital6
Cash paid for exceptional and one-off items, and proceeds on
disposal of assets7
Free cash flow
Transactions with non-controlling interests
Net cash flow from financing activities8
Net cash flow
Opening cash balance
Foreign exchange movement
Closing cash balance
Year ended 31 December
2022
282.8
(20.3)
(40.8)
(20.3)
201.4
71%
(97.7)
103.7
(745.0)
(641.3)
(86.5)
7.2
(720.6)
(11.8)
327.4
(405.0)
528.9
(4.3)
119.6
2021
240.6
(22.1)
(31.0)
(19.2)
168.3
70%
(93.3)
75.0
(373.3)
(298.3)
(11.6)
(75.1)
(385.0)
–
487.3
102.3
428.7
(2.1)
528.9
Cash conversion has increased slightly from 70% for the year ended 31 December 2021 to
71% for the year ended 31 December 2022. This is driven by Adjusted EBITDA growing faster
than corporate taxes paid and maintenance and corporate additions declining year-on-year.
Net change in working capital decreased by US$74.9 million year-on-year due to timing of
cash payments and an increase in supplier advance payments made to secure capex and fuel
for our ongoing growth in tenancies.
The Group’s Consolidated Statement of Cash Flows is set out on page 155.
Cash flows from operations, investing and financing activities
Cash generated from operations reduced by 1.4% to US$193.2 million (2021: US$195.9 million)
due to working capital movements, offset by the increase in Adjusted EBITDA. Net cash used
in investing activities was US$381.5 million for the year ended 31 December 2022, down from
US$407.6 million in the prior year. The decrease was primarily a result of less cash paid for
acquisitions in the year, offset by an increase in capital expenditure due to organic growth in
sites during the year. Net cash used in financing activities during the year was US$74.6
million, which primarily related to loan drawdowns and equity payments from minority
shareholders in South Africa, Oman and Malawi.
Cash and cash equivalents
Cash and cash equivalents decreased by US$409.3 million year-on-year to US$119.6 million
at 31 December 2022 (2021: US$528.9 million), primarily due to planned expenditure relating
to acquisitions and organic growth.
Capital expenditure
The following table shows our capital expenditure additions by category during the year
ended 31 December:
2022
2021
US$m
557.4
171.2
16.3
17.9
2.5
765.3
% of total
capex
72.9%
22.4%
2.1%
2.3%
0.3%
US$m
237.6
117.9
17.8
20.3
1.8
% of total
capex
60.1%
29.8%
4.5%
5.1%
0.5%
100.0%
395.4
100.0%
1 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
2 Refer to reconciliation of cash generated from operating activities to portfolio free cash flow in the Alternative
Performance Measures section.
3 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.
4 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Interest received’ in
the Consolidated Statement of Cash Flow, excluding interest payments on lease liabilities.
5 Discretionary capital additions includes acquisition, growth and upgrade capital additions.
6 Working capital means the current assets less the current liabilities for the Group. Net change in working capital
Acquisition
Growth
Upgrade
Maintenance
Corporate
corresponds to movements in working capital, excluding cash paid for exceptional and one-off items and including
movements in working capital related to capital expenditure.
Total
7 Cash paid for exceptional and one-off items and proceeds on disposal of assets includes project costs, deal costs,
deposits in relation to acquisitions, proceeds on disposal of assets and non-recurring taxes. Non-recurring taxes were
US$29 million in 2021 and were fully-funded by Helios Towers’ pre-IPO shareholders.
8 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs,
loan drawdowns, loan issue costs, repayment of loan and capital contributions in the Consolidated Statement of Cash
Flows.
Acquisition capex in the year ended 31 December 2022 relates primarily to the acquisitions in
Malawi and Oman, excluding the fair value of assets and liabilities acquired and goodwill
recognised under IFRS 3. See Note 31 of the Group Financial Statements.
Governance ReportFinancial StatementsStrategic Report 83
Helios Towers plc Annual Report and Financial Statements 2022
Detailed financial review continued
Trade and other receivables
Trade and other receivables increased from US$191.5 million at 31 December 2021 to
US$246.8 million at 31 December 2022, primarily due to increases from new markets entered,
contract assets and VAT and WHT receivables.
Trade and other payables
Trade and other payables decreased from US$247.5 million at 31 December 2021 to US$244.7
million at 31 December 2022 respectively. The composition of the balance changed
year-on-year, with an increase in both trade payables and accruals due to acquisitions in
the year being offset by a decrease in deferred income and deferred consideration.
Loans and borrowings
As of 31 December 2022 and 31 December 2021 the HT Group’s outstanding loans and
borrowings, excluding lease liabilities, were US$1,571.6 million (net of issue costs) and
US$1,295.5 million respectively, and net leverage was 5.1x and 3.6x respectively.
Indebtedness and leverage as at 31 December 2022 reflect the US$975 million Senior Notes
refinance which was completed during the year ended 31 December 2020, US$300 million of
convertible bonds issued in March 2021 with a coupon of 2.875% due in 2027. During 2022,
indebtedness increased by US$247.9 million, pursuant to the acquisitions in Malawi and
Oman. Further details of loans and borrowings are provided in Note 20 of the Group
Financial Statements.
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Helios Towers plc Annual Report and Financial Statements 2022
Governance
Report
85 Chair’s introduction to the Governance Report
86 UK Corporate Governance Code compliance
87 Board of Directors
89 Executive Committee
90 Board diversity at a glance
91 Governance framework
92 Board leadership and Company purpose
96 Division of responsibilities
98 Composition, succession and evaluation
99 Nomination Committee Report
103 Audit Committee Report
109 Directors’ Remuneration Report:
114 Directors’ Remuneration Policy
123 Annual report on remuneration
138 Other Statutory Information
141 Statement of Directors’ responsibilities
Financial StatementsGovernance ReportStrategic Report 85
Helios Towers plc Annual Report and Financial Statements 2022
Chair’s introduction to the Governance Report
Dear Shareholder
I am pleased to present Helios Towers’
Corporate Governance Report for the
year ended 31 December 2022.
This report sets out our governance
framework, the operation of the Board and
its Committees, the Board’s activities and
our engagement with stakeholders. Each
element contributes to, and enables, the
Board and the Executive Leadership Team to
promote the long term sustainable success
of the Company for the benefit of each of its
stakeholders. The Board and the Executive
Leadership Team set the tone from the top,
reflect the Company’s purpose, values,
culture and high standards of business
conduct, all of which are emulated across
the Group. The Board collaborates, supports,
advises and challenges management on
key strategic decisions, whilst monitoring
the performance of the Group. Some of
the Board’s strategic decisions are outlined
in the Section 172(1) Statement on pages
53–56, showing how our Board interacts
with management and stakeholders to
contribute to the success of the business.
Employee Engagement
Following the inaugural Employee Engagement
Survey in 2020, the Board and I were
delighted with the 100% response rate we
received in 2022. This is clearly an initiative
that our colleagues feel is well worth
contributing to, and they give us invaluable
insights to consider. The Board was briefed on,
and discussed, the action plans in place to
make improvements where necessary, with
the Executive Leadership Team providing
regular updates and feedback to both
colleagues and the Board.
We discuss employee engagement in more
detail on page 33. This very positive energy
internally was complemented by some very
welcome external recognition, with the
Company winning the ‘Outstanding
Workplace Award 2022’ from People
Insights. We see this as testament to the
inclusive nature of our ‘One Team, One
Business’ culture.
Board composition
At the Annual General Meeting (AGM) in
April 2022, Tom Greenwood succeeded
Kash Pandya as CEO, when Kash retired
from the role and took up a new position as
Non-Executive Deputy Chair. This followed a
transition period from August 2021 up to the
date of the AGM. In August 2022, Kash took
the decision to stand down from his role as
Non-Executive Deputy Chair to pursue other
non-executive opportunities. On behalf of
the Board, I would like to thank Kash for his
invaluable contribution, commitment and
leadership of the Company, both as CEO and
Non-Executive Deputy Chair, over the last
seven years. Kash had a significant impact
on the success of the Company and we wish
him every success in his future endeavours.
In March 2022, David Wassong stepped
down as a Non-Executive Director of the
Company and was replaced by Newlight
Partners LP (Newlight), the exclusive
investment manager to Quantum Strategic
Partners Ltd (Quantum), with Helis
Zulijani-Boye. As a party to the Shareholders’
Agreement, Quantum, is entitled to appoint
and replace a shareholder representative
as a Director of the Company for such
time as it continues to hold more than
10% of the voting rights of the Company.
I would like to take this opportunity to
welcome Helis to the Board, and thank
David for his long and valued contribution
in building the successful business we
are today, having been a Director of the
Company since its creation in 2010.
Sir Samuel Jonah KBE, OSG
Chair
Number of Board members
as at 31 December 2022
10
Employee Engagement
Survey response rate
100%
2020: 93%
The Board and Executive
Management set the
tone from the top,
reflect the Company’s
purpose, values, and
culture and high
standards of business
conduct, all of which
are emulated across
the Group.
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 86
Helios Towers plc Annual Report and Financial Statements 2022
Chair’s introduction to the Governance Report continued
Board visit to Ghana
As we discuss in more detail on page 95,
in August 2022 the Board was given a warm
welcome by our colleagues in Ghana. We
held a Board meeting there and, importantly,
took the opportunity to meet and hear from
the local senior management team and the
wider workforce. Our Non-Executive Director
for workforce engagement, Sally Ashford,
along with our Director of Human Resources,
Doreen Akonor, held ‘Voice of the Employee’
feedback sessions and reported the results
back to the Board. The Board recognises the
importance and values the outcomes of these
sessions, and looks forward to continuing
them across the business during 2023.
External evaluation of the Board
As the Company listed in October 2019,
2022 was the third year of our evaluation
process and in accordance with the UK
Corporate Governance Code, we were
required to carry out an external evaluation
of the Board and its Committees. Following
a tender process, Independent Audit Limited
was appointed to carry out the external
evaluation, and the process and outcomes
can be found on pages 101–102. I am pleased
to report that the Board and its Committees
continue to operate effectively and work
alongside senior management in a cohesive
manner. The outcomes and actions from the
external evaluation, as explained on page
102, will be considered and implemented
during 2023.
Governance highlights
Group CEO succession
Board visit to Ghana
page 85
page 95
‘Voice of the Employee’ sessions page 93
Employee Engagement Survey page 33
External Board evaluation
Remuneration Policy
page 102
page 114
Directors’ Remuneration Policy
We are also now in our third year of
the three year cycle for the Directors’
Remuneration Policy. The Remuneration
Committee reviewed our existing policy,
which was last approved at the Company’s
2020 AGM. The revised Directors’
Remuneration Policy is explained in the
Directors’ Remuneration Report on pages
109–137. We will be putting it to the AGM
in April 2023 for shareholder approval,
as required by the UK Corporate
Governance Code.
Looking ahead
The Board will continue during 2023,
and beyond, to support management
in achieving the Company’s Sustainable
Business Strategy and ensuring the business
as a whole continues to act in a sustainable
manner, whilst upholding the highest
standards of business conduct.
I look forward to continuing to work with
the Board and colleagues in 2023, and to
meeting shareholders at our 2023 AGM.
Sir Samuel Jonah KBE, OSG
Chair
UK Corporate Governance Code
compliance
The Board is committed to the Company’s
compliance with the UK Corporate
Governance Code 2018 (the Code), which
is available to view on the website of the
Financial Reporting Council (FRC) at frc.
org.uk. As of 31 December 2022, the Board
confirms that the Company has applied the
principles, and complied with the provisions,
set out in the Code. The Governance
Report, together with the Audit Committee
and Directors’ Remuneration Reports,
describes how the Company has
implemented the requirements of the Code.
The Board is mindful of the current
composition of the Board, which reflects
the rights of the Company’s largest
shareholder, Quantum Strategic Partners
Ltd, to appoint a Director to the Board
under the Shareholders’ Agreement. Lath
Holdings Ltd’s right to appoint a Director
fell away in 2021 when its shareholding fell
below 10%.
However, Temitope Lawani (Lath’s Non-
Executive Director) was invited to stay
on the Board. Further information on the
independence of Board members and the
Shareholders’ Agreement can be found
on page 96.
The following table shows where
shareholders can find information in this
report about the Company’s application of
the principles of, and compliance with, the
provisions of the Code.
Board leadership and
Company purpose
Division of responsibilities
Composition, succession
and evaluation
Audit, risk and
internal control
Remuneration
pages
92–95
pages
96–97
pages
98–102
pages
103–108
pages
109–137
Financial StatementsGovernance ReportStrategic Report 87
Helios Towers plc Annual Report and Financial Statements 2022
Board of
Directors
as at 31 December 2022
Key to Committees
A
N
R
Audit Committee
T
Technology Committee
Nomination Committee
Committee Chair
Remuneration Committee
Manjit was appointed Group
CFO in January 2021, after
holding the positions of
interim CFO and Head
of Investor Relations and
Corporate Finance. He has
overseen capital raisings
of c.US$3.5 billion, and the
acquisitions of multiple
tower portfolios. He is also
Head of the London office.
Manjit is a qualified Chartered
Accountant of the Institute
of Chartered Accountants
of England and Wales.
Other current appointments
None
Manjit Dhillon
Group Chief Financial
Officer
Appointed to the Board
1 January 2021
Committees
T
Sir Samuel has extensive
listed company experience,
having served on the boards
of Vodafone Group plc and
Lonrho plc. He is Chair of
Roscan Gold Corporation
Inc. and a NED of Grit Real
Estate Income Group Limited.
He obtained a Master’s
in Management from
Imperial College London.
Other current appointments
Grit Real Estate Income
Group Limited, listed on the
Johannesburg and London
Stock Exchanges
Roscan Gold Corporation Inc.
listed in Canada on the TSX
Venture Exchange
Magnus has 26+ years
of experience in the
telecommunications and
media sectors. He worked
at Telefonaktiebolaget LM
Ericsson for 14 years and was
Executive Vice President.
Magnus has a BSc in
Business Administration
from Lund University.
Other current appointments
Chair of Tampnet AS and
Karnov Group AB listed on
NASDAQ
Board member of Albert
Immo Holding S.à.r.l., PMM
Advisors S.A. and Interogo
Foundation
Tom was appointed Group
CEO in April 2022, having
previously held numerous
Group roles including COO,
CFO and Finance Director.
He has overseen all 15
major M&A transactions,
the inaugural bond, and the
Initial Public Offering on the
London Stock Exchange.
Tom is a qualified Chartered
Accountant of the Institute
of Chartered Accountants
of England and Wales.
Other current appointments
None
Alison has 26+ years of
experience in auditing,
capital markets and
assurance services and
was previously a partner
at PwC LLP and EY LLP.
Alison is a qualified Chartered
Accountant of the Institute
of Chartered Accountants
of England and Wales.
Other current appointments
SID of Rockhopper
Exploration Plc listed on the
London Stock Exchange
NED of Endeavour Mining Plc
listed on the London and
Toronto Stock Exchanges
NED of Capstone Copper
Corp listed on the Toronto
Stock Exchange
Tom Greenwood
Group Chief Executive
Officer
Appointed to the Board
12 September 2019
Committees
T
Alison Baker
Independent
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
A R
Sir Samuel
Jonah
KBE, OSG
Chair
Appointed to the Board
12 September 2019
Committees
N R
Magnus
Mandersson
Senior Independent
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
A N T
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 88
Helios Towers plc Annual Report and Financial Statements 2022
Board of Directors continued
Richard was previously a
director of Helios Towers, Ltd.
from 2010 and co-founded
TowerCo in 2004, serving
as President and CEO.
Prior to TowerCo, Richard
was President of the tower
division of SpectraSite
Communications, Inc., and
served as National Director
of Business Development
at Nextel Communications
Inc. He was also Director of
the Wireless Infrastructure
Trade Association in the US.
Other current appointments
None
Sally has 30+ years HR
experience. She is currently
Group HR Director for
Informa plc and has worked
in a variety of senior HR roles
in the Telecoms industry at
BT, O2 and Telefonica. Prior
to Infoma plc, she was Chief
HR Officer for Royal Mail.
Sally holds a BSc in
Management Science
from the University of
Manchester and a Master’s
in Industrial Relations from
the University of Warwick.
Other current appointments
None
Richard Byrne
Independent
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
A R T
Sally Ashford
Independent
Non-Executive Director and
Non-Executive Director for
workforce engagement
Appointed to the Board
15 June 2020
Committees
N R
Helis is Managing Director
of Newlight Partners
LP, an independent
investment manager.
She has 15+ years experience
in private equity and
investment banking, having
previously worked at the
Charterhouse Group, the
Carlyle Group and JP Morgan.
Helis holds a BA in
Economics and a Citation
in German Language from
Harvard University.
Other current appointments
Director of Ciklum, BayoTech
and ASSIST
Read more
heliostowers/who-we-are/leadership/board-of-directors/
Temitope is co-founder and
was Managing Partner of
Helios Investment Partners,
and is now co-Chief Executive
and Director of Helios Fairfax
Partners Corporation. He
has 26+ years of principal
investment experience.
Temitope holds a BSc in
Chemical Engineering, a Juris
Doctorate (cum laude) and
MBA from Harvard University.
Other current appointments
NED of Pershing Square
Holdings Ltd listed on the
London Stock Exchange
Co-Chief Executive/Director
of Helios Fairfax Partners
Corporation listed on the
Toronto Stock Exchange
Temitope Lawani
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
N
Carole is Senior Advisor to
the CEO at the Africa50
Infrastructure Fund. She
was previously Assistant
Secretary General at the
United Nations in the
Department of Management
and also spent 13 years with
the Coca Cola Company.
Carole holds a Bachelor
of Business degree from the
University of Southern
Queensland.
Other current appointments
NED for Equatorial Coca-Cola
Bottling Company
Non-Executive board
member of Nairobi
International Finance Centre
NED of Olam Food
Ingredients
Board and Committee attendance
Directors’ attendance at scheduled Board and Committee meetings
during 2022 is set out below. Non-attendance at Board or
Committee meetings reflects a Director’s pre-existing commitments
or illness. Some Directors also attended Committee meetings as
invitees during the year. In addition, and not reflected in the table
below, a number of meetings of a sub-Committee of the Board were
held during the year to discuss and approve time-critical matters.
Director
Sir Samuel Jonah
Kash Pandya1
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
David Wassong2
Helis Zulijani-Boye2
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
Board (6)
Audit
Committee (6)
Nomination
Committee (2)
Remuneration
Committee (8)
6
3
6
5
5
6
6
–
5
5
6
6
5
6
6
5
2
2
2
2
2
8
8
8
7
1
Kash Pandya stepped down as Non-Executive Deputy Chair and as a Director of the
Company on 17 August 2022.
2 On 9 March 2022, David Wassong stepped down as a Non-Executive Director of the
Company and was replaced with Helis Zulijani-Boye by Newlight. Helis attended the
9 March 2022 Board meeting, prior to her appointment as a Non-Executive Director.
Helis Zulijani-Boye
Non-Executive Director
Appointed to the Board
9 March 2022
Committees
T
Carole Wamuyu
Wainaina
Independent
Non-Executive Director
Appointed to the Board
13 August 2020
Committees
A N
Financial StatementsGovernance ReportStrategic Report 89
Helios Towers plc Annual Report and Financial Statements 2022
Executive Committee
as at 31 December 2022
Tom Greenwood
Group Chief Executive
Officer
Manjit Dhillon
Group Chief Financial
Officer
Philippe Loridon
Regional CEO – Middle
East, East & West Africa
Sainesh Vallabh
Regional CEO –
Southern Africa and Group
Commercial Director
Fritz Dzeklo
Regional CEO –
Central Africa
Beki Muinde
Director of Business
Development and
Regulatory Affairs
Allan Fairbairn
Director of Delivery
and Business Excellence
Lara Coady
Director of Operations
and Engineering
Doreen Akonor
Director of Human
Resources
Nick Summers
Director of Property
and SHEQ
Paul Barrett
General Counsel and
Company Secretary
Biographies of the Executive Committee, Regional Directors, Country Managing
Directors and Functional Specialists can be found at heliostowers.com/
who-we-are/leadership/executive-leadership-team/
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 90
Helios Towers plc Annual Report and Financial Statements 2022
Board diversity at a glance
as at 31 December 2022
Gender of the Board
Average age of Directors
Directors’ nationalities
Directors’ ethnicity (number of Directors)
40%
2
1
2
53yrs
1
1
1
1
1
4
4
6
4
1
1
30 to 40
40 to 50
50 to 60
60 to 70
70 to 80
British
American
Swedish
Ghanaian
Kenyan
Nigerian
American/
Croatian
Ethnically diverse background
Other
60%
Female
Male
Gender of senior management
and direct reports¹
Directors’ tenure
Board skills and experience
Number of Directors
22%
78%
6
1
3
Female
Male
0-2 years
2-3 years
3-4 years
1 The definition of senior management and direct
reports in this instance relates to the Code.
Corporate governance
Emerging markets (including Africa)
Executive remuneration
Financial
Human resources
International
Listed company
M&A
Organisational/business transformations
Strategy & leadership
Environmental/climate
Telecommunications sector
Financial StatementsGovernance ReportStrategic Report 91
Helios Towers plc Annual Report and Financial Statements 2022
Governance framework
Governance framework
The Company has an established governance
framework that facilitates effective decision-
making and oversight by the Board and
its Committees, which is integral to the
successful delivery of the Company’s
strategy and to maintaining the highest
standards of corporate governance.
The Board has a Schedule of Matters
Reserved for the Board, which was reviewed
and approved by the Board during 2022,
and has delegated responsibility for certain
matters to the Committees of the Board.
Each Committee has terms of reference
setting out roles and responsibilities, and
these were reviewed and approved by each
Committee and the Board during the year.
Both the Schedule of Matters Reserved for
the Board and Committee terms of reference
can be found at heliostowers.com/investors/
corporate-governance/documents/.
During 2022, a Technology Committee was
established and one meeting held, to provide
further focus on technological developments
impacting the Company.
The roles and responsibilities of the Board,
its Committees and Board members are
explained opposite.
Further detail on the roles and responsibilities of
the Directors can be found at heliostowers.com/
investors/corporate-governance/documents/.
The biographies of the Board can be found on
pages 87-88.
Board
The Board is responsible for the long term sustainable success of the Company, ensuring leadership through effective oversight and setting the strategic
direction for the Group. It shapes the Group’s purpose, values and culture, promotes corporate governance and oversees the implementation of
appropriate risk management systems and processes to identify, manage and mitigate the Group’s principal risks and uncertainties.
Chair
The Chair leads the Board and is responsible for
its overall effectiveness. He ensures the Board is
forward thinking and has an emphasis on strategy,
performance, value, culture, stakeholders and
accountability. He promotes a culture of openness
and debate, and fosters relationships between
the Non-Executive Directors and the Executive
Leadership Team. The Chair ensures the Board
determines the nature and extent of significant
risks that the Company is willing to embrace.
He also ensures effective communication and
engagement by the Group with its stakeholders.
Senior Independent Director
The Senior Independent Director (SID) acts as
a sounding board for the Chair and serves as an
intermediary for the other Directors. He leads
the process for evaluating the performance of the
Chair, meetings with the Non-Executive Directors
without the Chair present and acts as an
additional contact for shareholders.
Executive Directors
Group Chief Executive Officer (Group CEO): The
Group CEO manages the Group on a day-to-day
basis and develops and proposes Group strategy,
annual budgets, business plans and commercial
objectives to the Board. He leads and monitors
the Executive Leadership Team in the day-to-day
management of the Group. He also identifies and
executes acquisitions and disposals, examines all
business investments and major capital
expenditure proposed by the Group, and makes
recommendations to the Board.
Group Chief Financial Officer (Group CFO):
The Group CFO develops and executes the Group
strategy along with the Executive Leadership
Team, and develops and leads the Finance
function. He also develops and maintains
systems of financial internal control and manages
the organic and inorganic growth of the Group.
He engages with the global investor and analyst
communities and manages the Company’s
capital resources to enable expansion and M&A.
The IT and Sustainability functions both report
into the Group CFO.
Company Secretary
The Company Secretary provides advice and
support in relation to legal and corporate
governance matters to the Board, its Committees,
the Chair and Directors individually. He ensures
the Board has access to the Company’s policies
and procedures, receives information in a timely
manner, facilitates inductions for new Directors
and coordinates the Board evaluation process in
conjunction with the Chair and the Nomination
Committee.
Non-Executive Directors
The Non-Executive Directors provide independent
views, judgement, constructive challenge and
specialist advice at Board and Committee
meetings, and to the Executive Leadership Team.
They oversee the delivery, and scrutinise the
achievement, of the Group’s strategy and satisfy
themselves of the integrity of financial information,
and the robustness of internal controls and risk
management systems. The Non-Executive Director
for workforce engagement engages with employees
across the Group, holding ‘Voice of the Employee’
sessions and providing feedback to the Board.
Committees
Audit Committee
Responsible for monitoring the integrity of
financial and narrative reporting, reviewing the
effectiveness of the Group’s internal controls, risk
management systems and the effectiveness of
internal and external auditors.
Nomination Committee
Responsible for assisting the Board in discharging
its responsibilities relating to the size, structure
and composition of the Board and its Committees.
The Nomination Committee also ensures a
balance of skills, knowledge and experience of
both the Board and senior executives and assists
the Board on matters such as diversity and
inclusion, succession planning, conflicts of interest
and independence.
Remuneration Committee
Responsible for establishing the Company’s
remuneration policy and making recommendations
to the Board on the remuneration of the Executive
and Non-Executive Directors and certain senior
managers.
Disclosure Committee
Responsible for the identification and disclosure
of inside information.
Technology Committee
Responsible for monitoring and evaluating current
and future trends in technology, the impact of the
development and innovation of technology on the
Company, and the identification and management
of key technology risks.
Executive Committee
Responsible for the day-to-day operations and
management of the Group and the implementation
of the Group’s strategy.
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Board leadership and Company purpose
The Company’s purpose, values and culture
The Company’s purpose, values and culture
and Sustainable Business Strategy are
aligned to ensure the continued long term
growth of the business and achievement of
its strategic targets. The Board promotes the
Company’s values of integrity, partnership
and excellence, working as ‘One Team, One
Business’ and assesses, monitors and
promotes the culture of the Group, setting
the tone from the top.
Culture and the Company’s values are
embedded across the whole Group. Culture
is discussed at Board meetings, including
feedback from the ‘Voice of the Employee’
sessions. The Audit Committee regularly
discusses culture and compliance issues
and reports to the Board as and when
necessary. The Board encourages and
supports management across the Group
to hold strategy workshops to ensure
colleagues are able to participate and
contribute to the Company’s strategic
targets. In addition, the culture of continued
improvement encourages colleagues to
advance their careers through learning
and development opportunities.
Board activities
The Company’s Section 172(1) Statement
on pages 53–56 includes some of the key
strategic decisions made by the Board during
the year ended 31 December 2022. The
following provides a summary of the principal
matters considered and key considerations
addressed by the Board. Attendance by
Directors at Board and Committee meetings
can be found on page 88.
M&A transactions
s172(1) factors
Financing
s172(1) factors
Site leases and permits
s172(1) factors
Discussed in-depth and approved:
– the closure of the acquisition of Airtel
Africa’s passive infrastructure company
in Malawi;
– the closure of the acquisition of Omantel
Telecommunications Company’s (S.A.O.G)
passive infrastructure assets in Oman; and
– the decision to discontinue discussions
relating to the potential acquisition of
Airtel Africa’s passive infrastructure
operations in Chad.
Strategy, business development
and operational performance
s172(1) factors
– Discussed in-depth reviews, and was
provided with updates, on progress
implementing the Company’s Sustainable
Business Strategy.
– Reviewed operational performance across
– Reviewed and approved the budget for
– Received updates on leases and site
the 2022 financial year.
permits from across the Group.
– Reviewed and approved operating
company financing and funding.
Safety, health, environment
and quality (SHEQ)
s172(1) factors
The Board’s standing agenda items
SHEQ
Sustainable Business update
– Received updates on SHEQ activities
Business development update
across the Group.
– Discussed in-depth updates on health and
safety performance across the Group.
Culture, people development,
engagement and succession planning
s172(1) factors
– Received reports on the discussions,
outputs and actions from ‘Voice of
the Employee’ sessions.
Operational performance update
Financial and investor
relations updates
‘Voice of the Employee’ updates
Legal and Company
Secretarial reports
Reports and updates from the
Chairs of the Audit, Nomination,
Remuneration and Technology
Committees
the operating companies.
– Reviewed and discussed the results of
Annual Board training
– Discussed carbon emissions
developments and climate risks and
opportunities across the Group.
– Discussed approach and ambition for
strategic community investment.
– Discussed updates from the sales,
marketing, operations, engineering
and technology teams.
– Reviewed and approved quarterly,
half-year and full-year financial results,
including their release to the market.
– Received updates from tax, finance, legal,
investor relations and technology functions.
– Reviewed and approved the 2021 Annual
Report and Financial Statements and 2021
Sustainable Business Report.
the 2022 Employee Engagement Survey
and discussed actions to be taken
during 2023.
– Received reports on employee
Key
engagement activities and action plans.
– Reviewed and discussed the results of the
Company-wide Gender Equality survey.
– Discussed and reviewed development and
succession planning activities within the
Group, including leadership and
management development training.
Likely consequences of any decision in the
long term
The interests of the Company’s employees
The need to foster the Company’s business
relationships with suppliers, customers and
others
The impact of the Company’s operations on
the community and the environment
The desirability of the Company maintaining
a reputation for high standards of business
conduct
The need to act fairly between members of
the Company
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Board leadership and Company purpose continued
Stakeholder engagement
The Board challenges and oversees the
Company’s engagement with its stakeholders,
comprised of colleagues, customers, partners,
investors and the communities in which the
Company operates. Information on the
Company’s engagement with these
stakeholders can be found in the business
model on pages 3–10. Principally Executive
Directors and the Executive Leadership
Team carry out engagement activities with
the Company’s stakeholders and frequently
report to the Board on outcomes and any
potential concerns raised.
The table opposite shows the information
that is received by the Board and the
Board’s direct engagement, where
appropriate, with stakeholders.
Workforce
Partners
Information received by the Board
– The Group CEO and Director of Human
Resources presented the results of the
2022 Employee Engagement Survey to
the Board, including the action plans to
make improvements where necessary.
– Reports on the discussions, outputs and
actions from the ‘Voice of the Employee’
sessions.
– Updates on employee activities from the
Director of Human Resources, including
details on the HT SharingPlan and learning
and development and succession
planning.
Direct Board engagement
– The Executive Directors run town hall
meetings, where colleagues are provided
with updates on the Company’s financial
results, and are able to ask questions.
– The Board carry out operating company
visits each year (most recently to Ghana)
to meet senior management and the wider
workforce.
– The Non-Executive Director for Workforce
Engagement, Sally Ashford, along with the
Director of Human Resources, regularly
hold ‘Voice of the Employee’ sessions with
senior management and the wider
workforce.
–
Customers
Information received by the Board
– Reports on activities carried out with the
Group’s partners.
Direct Board engagement
– Engagement with supplier partners is
carried out through senior management,
– and teams in the operating companies.
Community
Information received by the Board
– Information relating to work that is carried
out to support local communities (further
details can be found on page 23).
Direct Board engagement
– Engagement with communities is carried
out through senior management, and
teams in the operating companies.
– and teams in the operating companies.
Environment
Information received by the Board
– Carbon footprint data, assurance and
external reporting.
– Carbon reduction strategies for each
operating company.
– Results from the climate risk review
highlighting physical and transition risks
and opportunities, including a plan for
further analysis in line with TCFD
recommendations.
– Reports on the requirements of the Net
Zero Standard and plans to develop a Net
Zero roadmap.
– Information on management’s
engagement with customers on carbon,
as well as industry leadership activities.
Direct Board engagement
– Engagement activities are carried out by
the sustainability and operations teams
and the outcomes are reported at each
Board meeting.
– The sustainability and operations teams
report directly to Executive Board
members.
–
Investors
Information received by the Board
– The Executive Directors and the Head of
Investor Relations regularly report to the
Board on the outcomes of investor
engagement activities performed
throughout the year. These include formal
roadshows, conferences, meetings, calls,
quarterly results presentations and Q&As.
– The Investor Relations Report is a standing
item at all Board meetings.
Direct Board engagement
– All Directors, including the Chair and
Committee Chairs, are available to answer
shareholders’ questions at the AGM, and
on any significant matters during the year.
They are also available year-round for
meetings with investors.
– Direct engagement with the Company’s
institutional investors by the Remuneration
Committee Chair, who subsequently
reported back to the Remuneration
Committee and the Board as required.
– Engagement with institutional investors on
a day-to-day basis is carried out by the
investor relations team and the outcomes
are reported to the Board at each
meeting. This engagement is shown in
more detail on page 94.
Key to stakeholders
Information received by the Board
– Reports on activities carried out with the
Customers
Our people
and partners
Group’s customers.
Community and
environment
Investors
Direct Board engagement
– Engagement with customers is carried out
through senior management, and teams in
the operating companies.
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Helios Towers plc Annual Report and Financial Statements 2022
Board leadership and Company purpose continued
Investor relations activities during the year
Q1
Q2
Q3
Q4
Meetings with institutional
investors:
– Hosted two non-deal roadshows
– Participated in four investor
conferences
– Ad hoc meetings on request
Webcast presentations and Q&As
for full-year results
Meetings with institutional
investors:
– Hosted one non-deal roadshow
targeted at US-based investors
Meetings with institutional
investors:
– Hosted two non-deal roadshows
including one ESG roadshow
Meetings with institutional
investors:
– Hosted two non-deal roadshows
– Participated in two investor
– Participated in seven investor
– Participated in three investor
conferences
conferences
conferences
– Took part in two fireside chats
– Took part in two fireside chats
– Ad hoc meetings on request
– Ad hoc meetings on request
Webcast presentations and Q&As
for Q1 results
Webcast presentations and Q&As
for H1 results
– Took part in one fireside chat
– Ad hoc meetings on request
Webcast presentations and Q&As
for Q3 results
Annual General Meeting
Capital Markets Day 2022
Number of institutions met
Number of institutions met
Number of institutions met
Number of institutions met
84
45
Investor meetings
132
70
Investor meetings
157
70
Investor meetings
50
39
Investor meetings
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Board leadership and Company purpose continued
Annual General Meeting
The 2022 AGM was held at 10.00 a.m. on
Thursday 28 April 2022 at Linklaters, One
Silk Street, London, EC2Y 8HQ as an open
meeting, and shareholders were encouraged
to attend and vote in person. All resolutions
were passed on a poll by the requisite
majority. The results of the 2022 AGM can
be found at heliostowers.com/investors/
shareholder-centre/general-meetings/.
The 2023 AGM will be held at 10.00 a.m.
on Thursday 27 April 2023 at Linklaters,
One Silk Street, London, EC2Y 8HQ as
an open meeting and shareholders are
encouraged to attend and vote in person.
First Capital Markets Day
In May 2022, the Company hosted its
first Capital Markets Day since listing
as a public company in October 2019.
The key objectives for the event were
to highlight the Company’s refreshed
five-year strategy, provide insight into
the Company’s enlarged platform and
for the Executive Leadership Team to
engage with analysts and investors.
The latter was particularly important
to the Company, given the preceding
two years for many was spent during
Covid-19 related lockdowns, and so the
Executive Leadership Team met with
many of the Company’s shareholders
in-person for the first time.
The Notice of AGM will be sent to all
shareholders as a separate document
and will be available at heliostowers.com/
investors/shareholder-centre/general-
meetings/. The Notice will set out the
resolutions to be proposed at the AGM,
together with an explanation of each one.
The event was well-attended, with 70
in-person participants and 113 people
dialling in virtually, in total representing
more than 50% of the shareholder base.
Feedback on the event has been positive,
the updated strategy was well understood
and investors were impressed by the
strength of the Executive Leadership
Team.
Further detail on the Capital
Markets Day can be found at
www.investis-live.com/heliostowers/
624d56fba330680c004d65ec/opij
Board visit to Ghana
In August 2022, the Board visited the
operating company in Ghana and met
with senior management and the wider
workforce.
The Company, along with the designated
Non-Executive Director for workforce
engagement, Sally Ashford, have held
‘Voice of the Employee’ engagement
sessions across the Group over the last
two years, allowing employees to talk
openly and directly with a Board
representative.
These sessions had been held virtually
due to Covid-19 restrictions, but in
August, the first face-to-face sessions
were held between Sally Ashford,
the Director of Human Resources,
Doreen Akonor, members of the Ghana
management team and the wider
workforce during the visit to Ghana.
These sessions provided the Board
with first-hand insights into the positive
culture, teamwork and leadership in place
in Ghana. The Board was also briefed on
any improvements or actions that may be
required, and that could be implemented
Group-wide as a result of these sessions.
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Division of responsibilities
The Board has a suitable combination of
Executive and Non-Executive Directors
and the roles of Chair and Group CEO
are exercised by separate individuals
and are clearly defined. The Company’s
Division of Responsibilities Statement,
setting out the roles and responsibilities
of Board members, was reviewed and
approved by the Board in December
2022 and is available at heliostowers.
com/investors/corporate-governance/
documents/ and summarised on page 91.
The Board’s role is to promote the long
term sustainable success of the Company
in accordance with good corporate
governance, and to set the Group’s culture,
purpose and values. It oversees the Group’s
operations, ensuring that internal controls
and risk management are in place for the
Group to meet its objectives. The Schedule
of Matters Reserved for the Board can
be found at heliostowers.com/investors/
corporate-governance/documents/.
The day-to-day operations of the Company
are delegated to the experienced and
dedicated Executive Leadership Team,
who promote the Group’s strategy and its
implementation, and reinforce the Company’s
culture, purpose and values. The Executive
Leadership Team meets regularly to discuss
the ongoing management of the Group, and
any significant matters are escalated to the
Board in a timely manner. Biographies of the
Executive Leadership Team can be found on
the website at heliostowers.com/who-we-
are/leadership/executive-leadership-team/.
Shareholders’ Agreement
Shortly before the Company’s listing in
2019, certain founders and early investors
entered into a Shareholders’ Agreement
with the Company, which included specific
governance rights. Quantum has the right
to appoint a Director to the Board for such
time as it and its associates are entitled to
exercise or control 10% or more of the voting
rights in the Company. Quantum has taken
up this right. Lath enjoyed the same right
until 30 June 2021, when its shareholding
fell below 10%. Notwithstanding that Lath’s
right had therefore fallen away, the Board
invited Lath’s Director, Temitope Lawani, to
remain on the Board in view of the skills and
experience that he brings, and he agreed to
do so. In view of this, Temitope is no longer
considered a shareholder-appointed
Non-Executive Director.
Directors’ conflicts of interest
The Board is able to authorise and approve
any potential conflicts of interest in
accordance with the Company’s Articles of
Association. There is a formal procedure
whereby the Directors first make the Chair
and Company Secretary aware of any
new external interests and any actual or
perceived conflicts of interest. The Board
then considers each interest or conflict on its
own merit in conjunction with any existing
external appointments held by the Director,
to ensure that the Director’s independent
judgement is not compromised. The
Company Secretary records the outcome
of the Board’s decision and any approval in
the Board minutes, and retains a record of
all potential conflicts of interest for both the
Board and the Executive Leadership Team.
Time commitment and
external appointments
The Board takes into account any other
demands on Directors’ time when making
new appointments to the Board. Prior to an
appointment, any significant commitments
are disclosed to the Chair and the
Nomination Committee, with an indication
of the time involved. On appointment to
the Board, the average time commitment
of each Director is clearly set out in their
letter of appointment and Directors are
expected to devote sufficient additional
time as may be required to fulfil their roles.
The Directors have external interests as
noted on pages 87–88 and the nature and
number of their external directorships is
closely monitored. This ensures that any
additional appointments do not adversely
impact the time commitment to their role
with the Company, or breach the over-
boarding limit endorsed by the proxy
advisory firms. There is a clear and formal
process for the approval of all Directors’
external appointments, including approval
by the Chair in the first instance, followed
by Board approval. The Company Secretary
retains records of all external interests
held by each of the Directors. The Board
believes that other commitments held
by the Directors enhance the capability,
skills and knowledge of the Board and
is satisfied with the number of external
directorships held by each of the Directors.
Independence
As noted on pages 87–88, the Board
is comprised of the Chair, who was
independent on appointment; five
independent Non-Executive Directors
(Sally Ashford, Alison Baker, Richard Byrne,
Magnus Mandersson and Carole Wainaina)
who are independent in judgement and
character, and two non-independent
Non-Executive Directors (Temitope
Lawani and Helis Zulijani-Boye). Following
careful consideration by the Nomination
Committee and the Board during the year,
the Board continues to regard Richard
Byrne as independent, notwithstanding
his membership as a Director of a Group
company since 2010, and considers his
continued membership of the Board is in
the best interests of the Company. The
Board is satisfied that Richard continues
to demonstrate independence in carrying
out his role as a Non-Executive Director
and Chair of the Remuneration Committee.
The Board considers that he continues
to be independent in his character
and perspective, and that there are no
relationships or circumstances which
are likely to affect, or could appear to
affect, his judgement. Helis Zulijani-Boye,
as a shareholder representative
Non-Executive Director nominated by
Newlight, was appointed to the Board
under the Shareholders’ Agreement on
9 March 2022 and is not regarded as
independent by the Board. Temitope Lawani
is no longer a shareholder representative
Director, as Lath’s shareholding fell below
10% in 2021, and remains on the Board
as a non-independent Non-Executive
Director. Details of the Shareholders’
Agreement can be found opposite.
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Division of responsibilities continued
Company Secretary and legal advice
All Directors have access to the advice and
support of the Company Secretary, who
ensures that the Board receives information
to enable it to function efficiently and
effectively, and whose responsibilities are
outlined on page 91. In addition, all Directors
may take independent professional advice
at the expense of the Company to carry out
their duties, if they believe it is necessary.
Tax strategy
The Group is committed to complying with
its statutory obligations in relation to the
payment of tax, including full disclosure
of all relevant facts to the appropriate tax
authorities. Whilst the Board has ultimate
responsibility for the Group’s tax strategy,
the day-to-day management rests with
the Group CFO and the Group Head of
Tax and Treasury, who reports directly to
the Group CFO. Further information on
the Group’s tax strategy is available on the
Company’s website at heliostowers.com/
investors/corporate-governance/policies/.
Risk management and internal control
The Board has overall responsibility for
the Group’s risk management and internal
controls, setting its risk strategy, risk
appetite and monitoring risk exposure
consistent with strategic priorities. The
Board has delegated responsibility for
these duties to the Audit Committee,
which regularly reports to the Board. The
Group has a risk management framework
and an established Group-wide system
of risk management and internal control,
both of which are regularly reviewed by
the Audit Committee and the Board. This
enables management and the Board to
evaluate and manage the Group’s emerging
and principal risks and uncertainties.
As part of the regular review, particular
consideration is given to the effectiveness
of the risk management and internal
control system and to material financial,
operational, compliance and sustainability
(including climate) risks and controls,
and the appropriate mitigating steps.
The Board confirms that throughout 2022,
and up to the date of approval of this Annual
Report and Financial Statements, there
have been rigorous processes in place to
identify, evaluate and manage the emerging
and principal risks and uncertainties faced
by the Group, further details of which can
be found in the Risk Management and
principal risk and uncertainties on pages
58–63. The Audit Committee’s Report
can also be found on pages 103–108,
detailing its risk management and internal
control activities during the year.
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Composition, succession and evaluation
Training and induction
Following their appointment to the Board,
all Non-Executive Directors receive a
formal, tailored and comprehensive
induction, including one-to-one meetings
with the Chair, Group CEO and Group
CFO, and the other Non-Executive
Directors and the Company Secretary.
Meetings are also arranged with the
Executive Leadership Team to gain insight
and operational understanding of the
business. Site visits are encouraged and
carried out wherever possible, usually in
conjunction with the rest of the Board.
Each year, training on recent and relevant
topics is provided to all Board members,
and additional training needs are recognised
and addressed as appropriate during the
year. Board members are aware that it is
essential that their skills and knowledge
are kept up to date, and that they retain
an awareness of recent and upcoming
developments on matters that are relevant
to the Company and individual Directors.
During the year, Linklaters LLP provided
Board members with training on the UK
Bribery Act, the US Foreign Corrupt Policies
Act and the corresponding sanctions
and exemptions, the UK Market Abuse
Regulation, focusing on a case study,
and Listing Regime developments.
Board composition
As at 31 December 2022, the Board
comprised of ten members: the Chair, Group
CEO, Group CFO and seven Non-Executive
Directors, five of whom are considered
independent by the Board and under the
requirements of the Code. The Board
has 40% female representation and four
directors from non-white ethnic groups.
The composition of the Board changed
during 2022: on 17 August 2022, Kash
Pandya stepped down as Non-Executive
Deputy Chair and as a Director of the
Company, and on 9 March 2022, David
Wassong stepped down as a Non-Executive
Director of the Company. He was replaced
with Helis Zulijani-Boye by Newlight,
pursuant to the Shareholders’ Agreement.
Further information on the Shareholders’
Agreement can be found on page 96.
The Nomination Committee Report explains
the Committee’s work in leading a formal,
rigorous and transparent process for
appointing a new Director to the Board,
taking into consideration succession
plans, skills, experience, knowledge and
diversity in all forms. Further details
regarding Board composition and
diversity are outlined in the Nomination
Committee Report on pages 99– 100.
All Directors are subject to annual re-
election at the AGM and Non-Executive
Directors are expected to serve no more
than three three year terms, providing
a total of nine years’ service. Non-
Executive Directors receive letters of
appointment on joining the Board and
these are available for shareholders
to view at the Company’s registered
office, and before and after the AGM.
Helis Zulijani-Boye
Helis Zulijani-Boye was appointed
to the Board on 9 March 2022, as
a Non-Independent Non-Executive
Director. Helis induction included:
– calls with the Chair and the Group
CEO prior to her appointment;
– one-to-one meetings with the Chair
and the Executive Directors,
comprising the Group CEO, the Chief
Operating Officer at the time, and
the Group CFO;
– one-to-one meetings with the other
Non-Executive Directors and the
Company Secretary;
– meetings with the Executive
Leadership Team; and
– Board visits to Ghana and Oman.
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Helios Towers plc Annual Report and Financial Statements 2022
Nomination Committee Report
Dear Shareholder,
I am pleased to present the report of the
Nomination Committee (the Committee)
for the year ended 31 December 2022.
Role of the Committee
The role of the Committee is to:
– regularly review the structure, size and
composition of the Board and its
Committees, ensuring the right balance of
skills, experience and knowledge for the
future needs of the Group, and identify
and nominate candidates for Board
approval to fill Board vacancies;
– ensure plans are in place for the orderly
succession to the Board and senior
management positions, and oversee the
development of a diverse pipeline for
succession;
– oversee, with the Chair, the annual
evaluation of the performance of the
Board, its Committees and individual
Directors; and
– consider and review the Company’s policy
on diversity and progress against that
policy, and work with human resources to
set and meet diversity objectives and
strategies.
The Committee’s terms of reference can
be found at heliostowers.com/investors/
corporate-governance/documents/.
Key activities during 2022
The Committee met twice during 2022
to consider and, where appropriate,
approve the following key matters:
– Independence of the Non-Executive
Directors;
– Board gender diversity;
– Re-election of Directors;
– Board succession planning;
– Approval of Independent Audit Limited to
assist with, and review the outcome of, the
2022 External Board Evaluation process;
and
– Approval of the Nomination Committee
Report for the 2021 Annual Report and
Financial Statements.
Diversity, Equity and Inclusion (DEI)
The Company has a Diversity and Inclusion
(D&I) policy in place, which applies to
the Board, its Committees, Executive
Leadership Team and the wider workforce,
to promote diversity across the Group. The
Committee is fully committed to ensuring
that the Company upholds the objective of
the policy to foster a diverse and tolerant
culture, where all employees are provided
with development opportunities in a
diverse, inclusive and collaborative work
environment. The Committee keeps the
policy, its objectives and implementation
under review and an in-depth review
of the policy, to further align with the
Company’s DEI ethos, will be carried out
in 2023. The Committee also recognises
that the continued success of the Company
depends on the recruitment of the best
people, based purely on merit, leading
to a diverse and talented workforce.
The Board and the Committee promote the
Company’s gender and wider DEI strategy
to drive better decision-making, stronger
business performance, incremental value
creation for the Company’s stakeholders
and to contribute to broader socio-economic
progress in the Company’s markets. Both
also recognise that the Company operates
in a challenging sector as it seeks to build
a gender-diverse workforce, in particular
where the safety and security of women
is a concern in remote field-based roles.
Nevertheless, the Board and the Committee
actively encourage, in line with our values
and strategy, attracting and retaining
the best female talent and creating an
environment where women want to build
long term careers with the Company. A
mentoring programme for women across
the Group was introduced during 2022,
led by three of the female Non-Executive
Directors (Alison Baker, Sally Ashford and
Carole Wainaina), with the first meeting
taking place in late 2022, where the Non-
Executive Directors shared their career
experience. Further sessions are planned
for 2023 on topics such as leadership,
conflict and risk. The Impact Report
on pages 30–35 provides information
regarding DEI, the leadership and mentoring
programme for women, updates to our
Group policies and the Company’s focus on
bridging the gender gap in our industry.
During 2022, the Committee held in-depth
discussions on the Board’s gender
diversity and the targets required by the
Hampton-Alexander Review. It concluded
that the gender diversity of the Board
fulfilled governance requirements. However,
the Committee will keep gender diversity
(and diversity more generally) under
constant review alongside the assessment
of the composition of the Board.
The Board is aware of the FTSE Women
Leaders Review (FTSE WLR)
recommendations and the FCA’s Listing
Rules requiring listed companies to state
their compliance with specific board
diversity targets. As at 31 December 2022,
and following the changes to the Board
outlined on page 98, female representation
on the Board stood at 40% and, as such,
complied with the FTSE WLR
recommendation and FCA’s target.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
Committee membership and attendance
Member
Attendance (2)
Sir Samuel Jonah, KBE, OSG (Chair)
Magnus Mandersson
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
2
2
2
2
2
Women on the Board
40%
2021: 27%
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100
Helios Towers plc Annual Report and Financial Statements 2022
Nomination Committee Report continued
As at 31 December 2022, the Board is proud
to have four Directors from non-white
ethnic groups, exceeding both the FCA’s
target and Parker Review requirement for
FTSE 250 companies to have one director
from a non-white ethnic group by 2024.
The Board is mindful of the FTSE WLR
recommendation and FCA target to
have a female director in one of the
senior board positions (Chair, SID, CEO,
CFO) and will consider this as part of the
Company’s succession planning process
outlined below, when a vacancy arises.
There have been no changes to the Board
between 31 December 2022 and the
date of this report that would affect the
Company’s ability to meet one or more of
the above recommendations or targets.
The Company is disclosing the numerical
data in accordance with LR 9.8.6R(10)
and 14.3.33R(2) on a voluntary basis as
at 31 December 2022. The Company has
collated this data through established
internal human resources processes.
Gender
Men
Women
Ethnicity
White British or other white
Asian/Asian British
Black/African/Caribbean/
Black British
Mixed or Multiple or
other ethnic group
Number of
Board
members1
Percentage of
the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number of
Executive
Management²
Percentage of
Executive
Management²
6
4
60%
40%
4
0
8
3
73%
27%
Number of
Board
members1
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number of
Executive
Management²
Percentage of
Executive
Management²
6
1
3
–
60%
10%
30%
–
2
1
1
–
6
1
2
2
55%
9%
18%
18%
1 The CEO and CFO are included in both the Board and Executive Management figures.
2 Executive Management refers to the Executive Committee as described on page 89 and whose biographies can be
found at heliostowers.com/who-we-are/leadership/executive-leadership-team/.
Succession planning and appointments
The Committee and the Board are
committed to both succession planning and
personal development, which are aligned
with the Company’s Sustainable Business
Strategy. The Committee regularly reviews,
and is kept up to date by the Director of
Human Resources with changes to
succession planning for senior management
positions, and ensures plans are in place for
immediate, medium and long term
successors. People development is another
area of focus, in order to create a diverse
pipeline of talent and to develop that talent
through opportunities arising through
leadership and executive training and
development, and skills or subject-specific
training across the Group.
In addition, the Committee regularly reviews
the structure, size and composition of the
Board, taking into account skills, experience,
diversity in all its forms, length of service
and independence of the Directors. This is
to ensure the Board has the right mix of
capabilities to support the Executive
Leadership Team and the wider workforce
to deliver the Company’s strategy and the
future needs of the business. During 2022,
the Committee discussed at length the
Board’s current composition and capabilities,
and assessed what may be required in the
next three to five years. These discussions
will continue throughout 2023.
A rigorous and formal process is carried
out for all Board appointments with the
Committee recommending any new
Director to the Board for approval. No new
appointments were made during 2022.
However, following his retirement as CEO
in April 2022 and subsequent appointment
as Non-Executive Deputy Chair, Kash
Pandya stepped down from the latter role
on 17 August 2022 , in order to pursue other
non-executive opportunities. The Committee
concluded at that time that the mix of skills,
experience and diversity remaining on the
Board was sufficient for the future needs of
the Company and decided not to appoint
a Non-Executive Deputy Chair to replace
Kash. On 9 March 2022, David Wassong
resigned as a Non-Executive Director and
was replaced with Helis Zulijani-Boye, a
Managing Director of Newlight, in a change
made pursuant to the Shareholders’
Agreement, noted on page 96.
Information on the Board’s diversity, skills,
experience and tenure can be found on
page 90.
Independence
The Committee has reviewed the
composition of the Board and carried out
an assessment of the independence of the
Non-Executive Directors in accordance
with Provision 10 of the Code. It concluded
that Magnus Mandersson, Alison Baker,
Sally Ashford and Carole Wainaina each
remained independent and that Temitope
Lawani and Helis Zulijani-Boye were non-
independent due to their appointments
under the Shareholders’ Agreement, details
of which are set out on page 96. In relation
to Richard Byrne, the Committee concluded
that, although he had been a Director of a
Group company since 2010, he continued to
demonstrate the qualities of independence
in carrying out his role as a Non-Executive
Director. He provided appropriate challenge
to the Executive Directors and the Executive
Leadership Team, exercising independent
judgement and being a key contributor
in Board and Committee meetings.
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Helios Towers plc Annual Report and Financial Statements 2022
Nomination Committee Report continued
The Committee therefore continue to consider
Richard Byrne to be independent. The
Committee is satisfied that all Directors stand
for re-election at the AGM in April 2023.
2021 internal Board evaluation: actions taken in 2022
The following actions were taken during 2022 in relation to the outcomes
from the 2021 internal evaluation:
Issues identified in 2021
Actions taken in 2022
Board evaluation
The Company is required to carry out an
external Board evaluation every three years
under the Code and did so during 2022,
following internal evaluations in 2020 and
2021. The Committee is responsible for the
completion of formal evaluations of the
Board and its Committees each year. The
evaluation process provides an opportunity
for the Board and its Committees to gain
meaningful insight into their performance,
composition and how well members worked
together during the year.
The Chair acts on the results of the Board
evaluation, shares these with the Board for
discussion, and works with the Company
Secretary to ensure any strengths are
recognised, and any focus or action areas
are considered and implemented during the
next financial year.
1
2
3
4
5
Ensuring the Board agendas focus on
the key areas for discussion and the
issues that really matter to the
Company.
Whether the Board would prefer
position tables for effective
discussion, highlighting the questions
the Board should consider and spend
its time working through.
Continuing to leverage the expertise
and experience of individual
Directors to maximise the value they
bring to the business.
Whether the Board would benefit
from greater discussion on risk
acceptance and risk management.
Whether more time should be given
to the discussion of changes in the
external environment, particularly
macroeconomic and competitor
shifts, and the opportunities and
challenges presented by
technological trends.
The Company Secretary carried out a review
of Board agendas to ensure key focus areas
are included for discussion. Summary papers
have been introduced to ensure specific
points for discussion and/or approval are
emphasised, thus ensuring meaningful
debate on those matters which are most
relevant to the Company.
Board papers have been reviewed and
streamlined in order to facilitate more
effective decision-making by the Board.
Executive Directors work closely with the
Non-Executive Directors, who mentor
members of the Executive Leadership Team,
allowing the Company to utilise the
experience of the Non-Executive Directors.
The Audit Committee Chair continues to
report to the Board on risk matters discussed
by the Audit Committee. The Chair ensures
there is adequate time for debate on risk
acceptance and management matters at
Board meetings.
The Board has established a Technology
Committee. Although not a committee of the
Board, it reports into the Board and consists
of the SID as Chair, two Non-Executive
Directors, the Executive Directors, the
Regional CEO–Southern Africa and Group
Commercial Director, the Director of
Operations and Engineering and the New
Product Development Director.
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Helios Towers plc Annual Report and Financial Statements 2022
Nomination Committee Report continued
2022 External evaluation
The Committee appointed Independent
Audit Limited (IAL), following a thorough
tender process, to carry out an external
evaluation in 2022. IAL is an independent
consultancy, who worked with the
company secretarial team for the first
time in 2021 to complete the internal
evaluation (details can be found on page
97 of the 2021 Annual Report), and has
no other connection with the Company.
The scope of the external evaluation
was to review the effectiveness of the
Board and its Committees. As part of the
external evaluation process, IAL observed
one Board meeting and the Audit and
Remuneration Committee meetings during
August and October 2022 and carried out
one-to-one interviews with each Board
member, the Company Secretary and one
member of the Executive Committee who
regularly attends Board meetings. As part
of their review, IAL considered the skills,
experience and contributions made by
each Board member, and any issues raised
were discussed with the Chair and/or SID.
IAL also carried out a review of Board
and Committee papers. The Company
Secretary provided IAL with access to
papers and set up interviews on behalf of
IAL. IAL’s findings were initially discussed
with the Chair and Company Secretary,
and then circulated to all Board members.
IAL presented the outcomes from the
external evaluation to the Board for its
consideration and discussion and answered
questions from Directors at the December
Board meeting. The Board will consider the
conclusions of the evaluation and implement
initiatives where practical to do so, to further
enhance Board effectiveness during 2023.
Findings
It was recognised that the Board works
well together and acts as a cohesive group,
having responded positively to virtual
meetings and the transition to a new Group
CEO in 2022. There are orderly discussions
with good relationships formed, particularly
between the Chair and the Group CEO, and
the skills and knowledge of the Board are
broad in range. The Group CEO has a strong
working relationship on an individual basis
with Board members, who have confidence
in the Executive Leadership Team. The Board
has a good understanding of the business
and strategy, having gained valuable
insights from personal visits to operating
companies, and through briefing sessions.
The Company is a people-centric business,
which is reflected in the Boardroom where
people-related issues get prominence and
prompt discussions from all Directors. The
Committees are well run by their respective
Chairs, and detailed oversight of key areas is
managed at Committee level, with reporting
to the Board on all approvals and significant
issues communicated by the Chairs.
Outcomes and actions
Whilst the Board has built a solid foundation,
it recognises that there is room for
improvement, which could be gained by:
– a move from operational involvement to
strategic implementation and direction,
with the Board developing a sharper focus
on the strategic drivers of the Company’s
success, whilst continuing to advise and
support the Executive Leadership Team;
– agreeing the Board’s focus areas and
priorities, so as to create space for fuller
discussions;
– resetting Board agendas to focus more on
strategic rather than operational matters;
and
– structuring Board papers to be more
focused on discussion points and
analytical narrative.
The Committee will work with the Chair
and Company Secretary to embed the
outcomes and implement the required
actions during 2023.
2022 External evaluation process
June:
The Committee considered
various providers and approved
the appointment of IAL.
August:
IAL observed the Audit and
Remuneration Committee meetings.
September – October:
– IAL observed the October Board
meeting.
– IAL interviewed all members of the
Board, the Company Secretary
and one member of the Executive
Committee.
– IAL reviewed all Board and
Committee papers for the previous
12 months.
December:
– IAL presented the results of their
evaluation to the Board.
– The Board discussed the results of
the evaluation at length and agreed
actions for improvement during
2023.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
15 March 2023
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Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report
Dear Shareholder,
I am pleased to present our Audit
Committee (the Committee) Report
for the year ended 31 December 2022.
Role of the Committee
The role of the Committee is to:
– provide effective governance and monitor
the integrity of the Group’s financial
statements and any formal announcement
relating to the financial performance, review
significant financial reporting judgements,
issues and estimates and confirm whether,
taken as a whole the Annual Report and
Financial Statements are fair, balanced and
understandable;
– review the performance of both the internal
audit function and the external auditor; and
– oversee the Group’s internal control
systems, business risks and related
compliance activities.
The Committee’s terms of reference can
be found at heliostowers.com/investors/
corporate-governance/documents/.
As the Group continues to expand, we have
maintained our focus on the continuous
improvement of our internal control
environment, integrating new markets and
continuing to navigate the challenging
macro-economic environment.
54
The Committee reports to the Board with
its assessment of effective governance in
financial reporting, internal control and
assurance processes, and on the procedures
in place to identify and manage risk.
This report provides an overview of how
the Committee operated, an insight into
the Committee’s activities and its role
in ensuring the integrity of the Group’s
published financial information and ensuring
the effectiveness of its risk management,
controls and related processes.
In addition to the scheduled Committee
meetings, I have met regularly with the
Group CFO, Head of Internal Audit and the
external audit partner to discuss their
reports and any relevant issues. I regularly
meet the Deloitte audit team as part of my
ongoing review of their effectiveness and
quality.
The Committee has operated using a hybrid
meeting format, combining meeting in
person and video conferencing. Details of
the members and attendance at each of
the scheduled meetings is shown in the
table opposite and the biographies and
qualifications of the members are shown
on pages 87-88.
I would like to thank my fellow Committee
members Richard Byrne, Magnus Mandersson
and Carole Wamuyu Wainaina, whose
insightful contributions have enabled the
Committee to perform its duties effectively.
Their performance is reviewed on an annual
basis as described on pages 101-102.
Committee membership
In compliance with the Code, the Committee
is composed exclusively of Non-Executive
Directors, and each member is considered to
be independent by the Company. The Chair
of the Company, Sir Samuel Jonah KBE, OSG,
is not a member of the Committee. There
have been no changes to the membership
of the Committee during the year.
Various officers and senior leaders of the
Company attend Committee meetings by
invitation. These include the Chair, Group
CEO, Group CFO, Group Finance Director,
Group Financial Controller, General Counsel
and Company Secretary, Group Head of
Compliance, Group Head of Internal Control
and representatives from the external
audit team.
The Board is satisfied that I have recent and
relevant financial experience to Chair the
Committee. I am a Chartered Accountant
and chair audit committees of other listed
companies, and am recognised by the Board
as being well qualified to undertake this
role effectively.
After each meeting I, as the Chair of the
Committee, report to the Board on the
business undertaken.
The 2022 Board effectiveness review,
undertaken by Independent Audit
Limited, included specific feedback on the
effectiveness of the Committee. Overall the
Committee was deemed to be functioning
well and was effectively chaired. In
conjunction with the Board and management
our primary area of focus for the coming year
is the adoption of new requirements following
the BEIS reforms and continuing to mature the
risk management and internal audit functions
as the organisation continues to grow.
Alison Baker
Chair of the Audit Committee
Committee membership and attendance
Member
Alison Baker
Magnus Mandersson
Richard Byrne
Carole Wamuyu Wainaina
Attendance (6)
6
5
6
5
8
8
15
Time spent on each area of
responsibility during meetings in FY22
%
15
54
Accounting and financial
reporting matters
Risk management and
internal control
Internal audit
External audit
General matters
6
10
15
15
Accounting and financial
reporting matters
Risk management and
internal control
Internal audit
External audit
General matters
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report
104
Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report continued
Committee activity in 2022
In planning its own agenda, and reviewing
the audit plans of the internal and external
auditor, the Committee takes account of
significant issues and risks, both operational
and financial that may have an impact on
the Group’s Financial Statements and/or
the execution and delivery of its strategy.
The Committee requested management
to provide a number of in-depth reviews as
part of the meeting agenda. These reviews
and other Committee activities in 2022 are
summarised below. Following these reviews,
action items were agreed, and progress
against each item is being tracked and
reviewed by the Committee.
Business process reviews, carried out in
conjunction with internal audit
Details of Committee activity
End to end process reviews, including
process maps, risk and key control
matrices and any internal audit findings
and remediation activities. These were
undertaken by the Group process and
control owner. The process reviews included:
– Financial consolidation;
– Fixed assets;
– New markets controls;
– Treasury process;
– Lease system review;
– Payment and spend justification; and
– HR, operations and maintenance.
New markets finance
Details of Committee activity
Following the recent acquisitions in Senegal,
Madagascar and Malawi, the Committee
considered the risks, controls and financial
statement impacts from these new markets.
The Committee has also reviewed and
challenged the judgements made in the
purchase price accounting adjustments.
Ongoing quarterly updates
Details of Committee activity
Each quarter, the Committee reviews
management papers covering:
– Judgements and estimates;
– Tax risk management and reporting;
– Litigation update;
– Going concern assessment;
– Internal control update;
– Internal audit – summary findings,
outstanding actions, plan and progress;
– Compliance update, including
whistleblower reporting and fraud risk
management; and
– Risk management and disclosure,
including emerging risk considerations.
IT update
Details of Committee activity
Update from the Group IT Director
in relation to the overall IT strategy,
in particular systems architecture
and cyber risk.
Cyber security risk
Details of Committee activity
The Committee received reports from the
Group IT Director on:
– Cyber security and information security,
including user security, supplier security;
– Cyber defence;
– Network authentication; and
– Business continuity management.
Climate risk and TCFD alignment
Details of Committee activity
The Committee gained an understanding of
sources and reliability of non-financial data,
plans for GHG emissions assurance in 2022,
plans for further alignment with TCFD
recommendations based on the actions
listed in our previous TCFD statement
and an overview of the climate risk and
opportunities review as described on pages
70-71.
The Committee also considered climate
related financial risks and gained feedback
from Deloitte on management’s current
assessment of climate related financial risks
as set out in Note 2b on page 165.
Financial StatementsGovernance ReportStrategic Report 105
Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report continued
Accounting and financial reporting matters
The table below includes the key matters considered by the Committee, with support and challenge from the external auditor. Details of the work undertaken by Deloitte is set out in
their audit opinion on pages 143-151.
Taxation
Action taken by management
Due to the evolving nature of tax legislation and its
application in our operating countries, management is
required to make judgements and estimates in relation to tax
risks, the outcomes of which can be less predictable than in
other jurisdictions. Third party experts are utilised in each
market to advise on the likelihood of a range of outcomes.
Management considers each tax case on an individual basis
and makes an assessment of the probability of an outflow
of cash arising and making provision or disclosure of such
amounts according to IAS 37.
Action taken by the Committee
The Committee considered papers from management on
the material tax cases. After receiving input from the Group
CFO on the latest position with regards to ongoing matters,
it concluded that the Group’s tax position has been
appropriately accounted for and that there was adequate
disclosure in relation to the key known uncertain matters
as set out in Note 27 to the Financial Statements.
Response to challenge by the Auditor
The Committee considered the matters raised by Deloitte
in their report. Following discussion of the work performed,
the advice of local market experts and the key matters in
Deloitte’s report, the Committee concluded that the
positions taken by management are reasonable.
Recoverability of receivables and accrued revenue
Action taken by management
The Group’s customer base is primarily large multinational
MNOs who account for 90% of the receivables balance.
Accordingly, management’s review for impairment of
receivables focuses on the smaller operators, or where there
is evidence of a customer dispute.
Management are in regular discussion with customers
regarding overdue balances and use this information to
assess the appropriate credit risk rating for each balance.
Action taken by the Committee
The Committee received detailed analysis of the receivables
and accrued revenue balances for consideration.
The Committee challenged management on the
recoverability of receivables, accrued revenue balances and
revenue recognition for amounts under dispute to ensure
the level of revenue recognised was in accordance with the
Group’s policy, and that there was appropriate supporting
documentation to allow this to be recognised as revenue
under the contract and that provisions were appropriately
made for receivables. Details can be found in Note 15.
Response to challenge by the Auditor
Deloitte have considered the individual circumstances of
the receivables and accrued income, applied judgement
regarding the wider telecoms market in each country and
performed a receivables confirmation process to ensure
balances are recognised appropriately. We have considered
the matters raised by Deloitte and are satisfied that their
work has been appropriate in this area.
Business combinations
Action taken by management
The Consolidated Financial Statements include the final
and provisional accounting for the fair value of assets and
liabilities acquired in business combinations in the period
and prior period.
Accounting standards allow the fair value of acquired assets
and liabilities to be revised within 12 months following the
transaction date. Management have engaged third-party
experts where appropriate to identify and value assets and
liabilities acquired.
Action taken by the Committee
The Committee has considered papers from management
regarding the accounting for each acquisition. These have
considered if the acquisition meets the definition of a
business under IFRS 3, the key judgements and estimates
and disclosure in the Financial Statements.
Following due consideration and discussion, the Committee
has concluded that it is satisfied the acquisitions have been
accounted for appropriately.
Response to challenge by the Auditor
Deloitte have utilised their subject experts to audit the
purchase price accounting and to assess the judgements
taken by management particularly with regards valuation
assumptions and key impacts. The Committee has
acknowledged their report and discussed the key
judgements in detail.
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Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report continued
Going concern and long-term viability
The Committee reviewed and challenged
management’s assumptions in assessing
the going concern basis of preparation and
the scenarios and disclosure of longer-term
viability, including the impact of Covid-19.
With respect to going concern, the Committee:
– reviewed the detailed cash flow forecasts
prepared by management and challenged
the underlying assumptions including
downside scenarios and the impact
of macro-economic factors and the
necessary capital commitments to
meet our carbon emission targets;
– assessed the Group’s available facilities
and headroom including compliance
with bond and banking covenants;
– reviewed comments from Deloitte on the
assumptions and judgements made; and
– satisfied with the robustness of the review,
recommended to the Board the
appropriateness of the going concern
assumption and the related disclosures.
Further details on the Group’s going
concern assessment can be found in
Note 2(a) to the Financial Statements.
With regard to the viability statement,
the Committee:
– reviewed and challenged management on
its recommended viability period as well
as on its robust modelling, stress-testing
scenarios (including the impact of
Covid-19) and conclusions; and
– satisfied itself that a five-year outlook
is appropriate. This period is driven
principally by the fact that it is covered by
the Group’s strategic plan and reflects the
nature of the Group’s principal risks (some
of which are external and have the
potential to impact in the short term).
The viability statement, and a full explanation,
can be found on pages 72-73.
Alternative Performance Measures (APMs)
Historically, the tower industry has used a
wide range of APMs to compare and assess
business performance. This is a function of
differing lease and debt structures, as well
as asset life.
The Committee reviewed the APMs used
within the Annual Report and Financial
Statements and concluded that the
disclosures were appropriate. The Committee
requested that the external auditor specifically
comment on the APMs against disclosure
of the ESMA guidance.
The external auditor challenged the balance
of APMs and importance of equal prominence
and additional disclosures in relation to
adjusting items. In order to ensure appropriate
balance and not giving undue prominence,
the Committee requested that management
present all of the APM reconciliations and
explanations in a separate section of the
Annual Report and Financial Statements.
This can be found on pages 74-76. In
response to the challenge, management
have also enhanced the number of statutory
measures provided in the front half of the
Annual Report.
Fair, balanced and understandable
The Board is responsible for ensuring that
the Annual Reports and Financial Statements
are fair, balanced and understandable.
In March 2023, the Committee assessed
and recommended to the Board (which
it subsequently endorsed) that, taken
as a whole, the 2022 Annual Report and
Financial Statements is fair, balanced and
understandable and provides the necessary
information for shareholders to assess the
Company’s position and performance,
business model and strategy.
In forming its opinion, the Committee
reflected on information it had received
from management, Internal Audit (IA),
external auditors and Committee discussions
during the year. The Committee’s assessment
included:
– understanding the detailed process
undertaken in drafting the Annual Report;
– feedback from investors;
– work presented by IA, at our March 2023
meeting, on assurance surrounding
non-financial KPIs and management
information; and
– results from work undertaken by Deloitte
on their review of the Annual Report.
Risk management and internal control
With the assistance of the IA team, the
Committee has, on behalf of the Board,
monitored and regularly reviewed the
effectiveness of internal controls and risk
management systems, including ESG risk.
Internal control effectiveness
The Committee receives updates at each
of their meetings regarding the control
environment and operating effectiveness.
The Committee also performs deep dives
into specific areas at each of their meetings.
The areas covered in 2022 are specified
on page 104 under ‘Committee activities
in 2022’. The Committee was satisfied
that an effective review of the system of
risk management and internal control took
place during the 2022 financial year.
A risk and assurance map has been
developed setting out the three internal lines
of defence across the Group’s departments.
Workshops have been held internally to
ensure the plan is carried out as designed.
A particular area of focus was the entry
into new markets in the year. The Committee
received input from management and
IA regarding the processes in place
both at a Group and local level.
A post-implementation report on the new
operations in Madagascar and Malawi
was received from IA with no significant
concerns noted. The Committee plans
to receive a report from IA in 2023 for
Oman between six and 12 months of
operations beginning.
Financial StatementsGovernance ReportStrategic Report 107
Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report continued
Principal risks
The Committee reviewed and recommended
to the Board the principal risk disclosures
for approval, including emerging risk
considerations, for inclusion in the
2022 Annual Report and Financial Statements.
Following a robust assessment of the
principal risks by the Committee during
the year, no amendments were made.
Details on how the Group implements its
risk management framework and monitors
its controls on a Group-wide basis are set
out on pages 58-63.
Independent assurance
During the year, the Committee has
commissioned and reviewed reports to gain
assurance over financial and non-financial
metrics. Areas where the Committee has
received reports include emissions targets,
revenue controls, site operational data,
and purchase price accounting. The
Committee is satisfied that there were no
significant issues raised in these reports,
recommendations are being implemented
by management and will report back to
the Committee on these actions in 2023.
Compliance and whistleblowing
The Group Head of Compliance attends
Committee meetings and presents any
whistleblowing incidents and an update
on ongoing investigations.
The Committee assessed the adequacy
of the Group’s whistleblowing arrangements
and the procedures for detecting fraud.
We did not experience any material frauds
during the year.
The Committee was satisfied with the
outcomes from the investigations and
compliance audits.
Internal Audit
I meet with the Head of Internal Audit
outside of the formal meetings, typically
monthly, to discuss the output from the IA
function and aspects of risk management.
The Head of Internal Audit attends each
of the Committee meetings and also has a
private session with the Committee without
management present.
At each meeting, the Committee considers
the results of the internal audits undertaken
and the appropriateness of management’s
response to matters raised. The Committee
also tracks long-outstanding items. I am
satisfied that the Head of Internal Audit is
receiving adequate support from the business
to undertake the internal audit reviews and
senior sponsorship is strong in ensuring that
there is timely follow-through of
recommendations.
At present, the rolling Internal Audit plan is
addressing, in turn, each of the key business
cycles across the operating companies and
central functions where appropriate. As the
Group continues to grow, the Committee will
reassess the adequacy of the IA function to
ensure that it is fit for growth and emerging
risk requirements.
Internal Audit effectiveness review
As noted in our report last year, we have
commissioned and reviewed a report from
PwC regarding the quality and effectiveness
of the IA function. This report noted that the
function is in line with our peers in the FTSE
250 and highlighted a number of strengths
and areas where improvements can be
made. The IA function have welcomed these
recommendations and will be implementing
these in 2023.
Internal audit effectiveness review process
1
2
3
4
5
6
7
Assessing conformance
with international
standards
Interviews with
senior stakeholders
Review of observations
from external auditors
Understanding of IA’s
structure, approach
and capability
Review of
IA documentation
Assessment against
PwC’s 5 principles for IA
Benchmarking against
other IA functions
External auditor
During the year, the Group CFO and I have
had regular discussions on accounting
matters, internal control and fees with our
external audit partner, in addition to the
detailed discussions undertaken by the
Committee.
Professional scepticism and challenge
The quality of the audit is of paramount
importance to the Committee and the
agenda and accounting matters presented
to the Committee are often the outcome of
many weeks or months of work undertaken
by Deloitte and the Finance function.
The regular discussions held outside of
the Committee meeting allow me to assess
the level of professional scepticism and
challenge that our external auditor applies
to management.
After each Committee meeting, the
Committee also holds a private session with
the external auditor, without management
present, where the external auditor is
challenged on whether they have maintained
their independence and objectivity from
management in considering key matters and
whether there are areas of concern that they
wish to bring to the Committee’s attention.
In addition to the key matters set out on
page 105, areas where the external auditor
has challenged management included:
– key sources of estimation and inclusion of
sensitivities to help users understand the
impact of estimates including impairment
testing and derivative valuation; and
– APM disclosures as set out above.
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Helios Towers plc Annual Report and Financial Statements 2022
Audit Committee Report continued
The Committee received a detailed report
from Deloitte in advance of the March 2023
meeting and I can report that all key matters
and areas of challenge were satisfactorily
resolved with no disagreements between
the external auditor and management. Some
immaterial audit differences were noted and
reported to the Committee.
Audit Committee assessment of external
auditor quality and effectiveness
In its assessment of audit quality,
the Committee took into account:
– the detailed audit scope and strategy
for the year, including the coverage of
emerging risks in all markets and recent
acquisitions;
– Group materiality and component
materiality;
– how the external auditor communicated
any key accounting judgements and
conclusions; and
– feedback from management on the
performance of the external auditor.
We reviewed the FRC’s 2022 Audit Quality
Inspection Report on Deloitte LLP which
takes into account all of the Deloitte audits
inspected by the FRC’s Audit Quality Review
Team. The results highlighted the need to:
– improve the challenge of audit of
estimates;
– enhance the consistency of group audit
teams’ oversight of component audit
teams; and
– improve the effectiveness of EQCR
reviews.
The Committee considered that the audit
process as a whole had been conducted
robustly and the team had been effective
and professional.
External auditor independence and
objectivity
The Committee seeks to ensure the
objectivity and independence of our
external auditor through:
– a focus on the assignment and rotation
of key personnel;
– the adequacy of audit resource and
level of senior hours; and
– adherence to policies in relation to
non-audit work.
The lead audit engagement partner, Bevan
Whitehead has held this role for one year
following the retendering of the audit in 2021.
Deloitte were reappointed following the
comprehensive retendering performed in 2021
and have been the auditors of the Group since
2010. The Committee will continue to review
the auditor appointment and anticipates that
the audit will be put out to tender at least
every ten years. Further information on the
audit tender process can be found on page
105 of the 2021 Annual Report and Financial
Statements. The Company confirms that it
was in compliance with the provisions of The
Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014
during the year ended 31 December 2022.
Audit and non-audit fees
Total audit and non-audit fees payable
to Deloitte LLP in the year ended
31 December 2022 are disclosed in Note 5b
to the Financial Statements. Non-audit
fees for 2022 were pre-approved by the
committee and in total are less than 20%
of the average three-year annual audit fees.
Services provided included assurance over
the half year report, and other assurance
services for specific transactions. The Group’s
non-audit services policy incorporates the
requirements of the FRC’s Ethical Standard,
including a ‘whitelist’ of permitted non-audit
services which mirrors the FRC’s Ethical
Standard. The Committee reviews and
approves all audit and non-audit fees payable
to Deloitte LLP in line with the latest policy
and ensures appropriate safeguards are put
in place.
Looking ahead
In planning our agenda for 2023, we will
comply with the requirements of the Code
and follow best practice guidance for audit
committees, recently updated by the FRC.
The Committee will continue to receive in-
depth presentations from management on
the challenges faced by the business and
the operation of internal controls across the
business cycles. The Committee agenda will
also continue to respond to the issues raised
by our ‘three lines of defence’ internally
– management, risk and compliance, and
IA – as well as the evolving external risk
landscape and regulatory environment.
Specific areas of focus in 2023 are:
– new market Company site visits to assess
the quality of Finance functions,
succession planning and development;
– development of our Audit Assurance
Policy in line with the final BEIS guidance;
– development of our climate-related
reporting and risk and governance
processes; and
– cyber security governance and reporting.
We also seek to respond to shareholders’
expectations in our reporting and, as always,
welcome any feedback from them. I will be
available in person at the AGM in April and
welcome any questions relating to the work
of the Committee and our forward agenda.
I hope to meet with you then.
Alison Baker
Chair, Audit Committee
15 March 2023
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report
Chair’s introduction
Dear Shareholder,
On behalf of the Remuneration Committee
(the Committee), I am pleased to present
the Helios Towers Directors’ Remuneration
Report for the 2022 financial year.
For Helios Towers, 2022 was a year
characterised by strong operating
performance and growth, geographical
expansion into Malawi and Oman,
and leadership transition; Tom
Greenwood succeeded Kash Pandya
as Group CEO in April 2022.
We thank our shareholders for their
support at our 2022 AGM. The 2021
Directors’ Remuneration Report was
approved with ‘votes for’ representing
96.2% of total votes cast.
The Committee met eight times during
the year to discuss and resolve agenda
items. These included the 2021 Directors’
Remuneration Report, Directors’
remuneration and awards, the Directors’
Remuneration Policy, Kash Pandya’s
departure, salary increases for Executive
Directors and the wider workforce, and
all-employee share-based award grants.
In January 2023, I wrote to the Company’s
pre-IPO shareholders and its 20 largest
post-IPO active shareholders, to set out
and request feedback on the Committee’s
intentions with regards to the proposed
Remuneration Policy, exercising discretion
to adjust 2020 LTIP vesting levels,
amending 2021 LTIP target ranges, and
increases to Non-Executive Director fees
which have remained unchanged since the
inaugural Policy was approved at the 2020
AGM. In total, shareholders representing
more than 80% of our shareholder base
were contacted. Upon request, I had
discussions with individual shareholders
to respond to questions and provide
further clarification. The communication to
shareholders was also shared with several
prominent shareholder proxy advisors
and comments received have been taken
into consideration by the Committee.
Proposed Remuneration Policy
2023 marks the third anniversary of our
inaugural Directors’ Remuneration Policy
(the Policy), which was approved by
shareholders at the 2020 AGM. We have
included in this report the Policy we intend
to operate during the 2023–25 financial
years. We have developed the proposed
revised Policy in line with UK regulations
and incorporating many features of UK
best practice. Key features include:
– pension entitlements aligned with those of
the wider workforce;
– bonus deferral equal to 50% of amounts
awarded in excess of target performance
levels in the form of restricted share
awards, with a three-year vesting period;
– a two-year holding period on shares
vested in relation to LTIP awards
(following the three-year performance
assessment period);
– malus and clawback provisions on
incentives;
– a minimum shareholding requirement, set
at 200% of base salary for the Group CEO
and 150% for other Executive Directors;
and
– a shareholding policy post-cessation of
employment, equal to 100% of an
individual’s minimum shareholding
requirement for a period of two years.
While largely similar to the previous Policy,
we are proposing some amendments that
provide the Committee with incremental
scope to attach more weight to ESG and
strategic initiatives in the bonus
performance metrics.
The revised Policy will be submitted for your
approval at our AGM on 27 April 2023.
CEO departure
As disclosed in last year’s report, Kash
Pandya stepped down as CEO following
the 2022 AGM and continued to receive
his salary and benefits until the end of his
notice period in August 2022. He will also
receive a pro-rated annual bonus. Kash was
not granted an LTIP award during the year.
His unvested LTIP awards have been pro-
rated to reflect the proportion of the vesting
period elapsed, up to the end of his notice
period, with unchanged vesting dates. Kash
decided to stand down from his role as Non-
Executive Deputy Chair with effect from
17 August 2022 and is no longer a Director.
The Company reverted to having two
Executive Directors on the Board, the Group
CEO and the Group CFO. We do not anticipate
any further Executive Director appointments.
Incentive outcomes for 2022
The annual bonus for the Executive Directors
was based on Adjusted EBITDA, portfolio
free cash flow, network performance,
strategic projects and international
standards targets. The performance targets
for the bonus were set and approved by
the Remuneration Committee in 2022,
having considered the appropriateness
of the performance conditions, the 2022
business plan and market expectations.
Richard Byrne
Chair
Committee membership and attendance
Member
Attendance (8)
Richard Byrne
Sir Samuel Jonah
Alison Baker
Sally Ashford
8
8
8
7
2022 AGM vote to approve the annual
statement by the Committee Chair
and the Directors’ Remuneration Report
96.2%
2021 AGM: 94.5%
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110
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Tom Greenwood, Manjit Dhillon and Kash
Pandya will receive annual bonus awards
equal to 55%, 50% and 56% of their
maximum bonus opportunities respectively.
Overall I was encouraged by the level of
support received during my consultation
with shareholders and the Committee
therefore proceeded with the proposals.
The 2020 LTIP awards granted to
executives in November 2019 will vest in
March 2023. The Committee considered
the vesting of the 2020 LTIP award in the
round including performance conditions,
relative weightings, targets, performance
against targets, resulting vesting levels
and resulting vesting value of the award.
Due to the complexity in forecasting
acquisitions, the 2020 LTIP targets were
set based on an organic growth plan. The
Company has since entered four new
markets. This inorganic growth created
some near-term headwinds against
Adjusted EBITDA per share and return
on invested capital (ROIC) metrics.
In the Committee’s view, the LTIP awards
should not disincentivise management
and employees to pursue acquisitions of
strategic importance to the Company and in
the long-term interests of our stakeholders.
With consideration to the impact of
acquisitions on formulaic outcomes, the
Committee increased the vesting level of
the 2020 LTIP award from 38% to 60%,
in line with the Committee’s discretion
under the Policy to adjust outcomes to
reflect the underlying performance of the
business and other factors. The increased
vesting level is in line with that which would
have been achieved had we adopted the
same targets as the 2022 LTIPs, which
incorporated the impact of acquisitions.
The Committee also decided to amend
performance target ranges for the 2021 LTIP
award to align with those of the 2022 LTIP
award for the same aforementioned reasons.
As in previous years, no dividends will
be paid for the year ended 31 December
2022, given recent acquisitions and the
opportunity to invest in the expanded
asset base.
Remuneration in respect of the 2023
financial year
The inflationary world economy in 2022,
coupled with significant currency
devaluations in certain of the Company’s
markets, has brought significant cost of
living increases for the Company’s people.
Consequently, the Board has adopted a
more targeted and differentiated approach
to wider workforce salary increases than in
previous years.
Most employees will receive pay increases
based on a number of factors including
individual performance, inflation and cost
of living pressures. Given the latter factors
were elevated compared to previous years,
the Company carefully considered pay rises
in relation to these factors, with a larger
focus on the lower paid employees to ensure
their wellbeing was taken into account.
To retain key personnel, specific targeted
increases were also considered for certain
employees below Executive Director level.
Aligned to this framework for wider
workforce increases, the Board has decided
to increase each of the Group CEO and
Group CFO salaries by 4.7%, compared to
an average nominal increase of c.9%1 for
the wider workforce across all markets,
and relative to UK and US CPI of 10.5%
and 6.5% respectively in December 2022.
Effective from 1 April 2023, the Group
CEO and Group CFO salaries will be
£628,000 and £392,500 respectively.
All other remuneration arrangements will
remain unchanged.
Targets for the 2023 LTIP measures are set
out on page 134.
The Committee is aware of the increasing
importance of Environmental, Social and
Governance (ESG) matters to the investor
community. Management is also firmly
committed to these issues. The Company
published its first Sustainable Business
Strategy in 2020 and has since published
two annual Sustainable Business Reports
as well as a Carbon Roadmap in 2021.
The Company was awarded a AAA rating
from MSCI, the highest possible score,
and a Platinum rating from EcoVadis,
awarded to the top 1% of companies.
In line with the Company’s commitment to
deliver on these issues, the Committee is
introducing an ‘impact scorecard’ for the
2023 LTIP award to supplement the existing
financial metrics. The impact scorecard
includes three equally-weighted, quantifiable
metrics aligned to KPIs and targets set
out in our Sustainable Business Strategy.
After the initial three-year vesting period,
the 2023 LTIP awards will be subject to
a further two-year holding period for
Executive Directors, resulting in a total
vesting and holding period of five years.
Share-based schemes will be used for
bonus deferrals and LTIP awards.
All-employee HT SharingPlan
We set up the HT SharingPlan in 2021,
pursuant to shareholder approval, allowing
all employees of Helios Towers Group
companies to share in our success. In 2022,
all employees received a ‘2022 Award’,
of equal value and on the same terms
regardless of their position or the country in
which they work. The award has a three-year
vesting period and is subject to continued
employment and good leaver provisions.
In addition, the Company has responded to
the challenges our people are facing with
significant cost of living increases during the
year. As an immediate near-term response,
the Board granted a one-off ‘Cost of Living
Award’ with a short vesting period, allowing
employees to receive additional share-based
income in December 2022.
Some of the Group’s operating countries
have experienced significant currency
devaluations coupled with high inflation
during the year. With a sterling-denominated
share price and all employees receiving the
same award value, we believe the Cost of
Living Award not only provided general
financial support to the wider Helios Towers
workforce; it was a more purposeful and
effective means to alleviate, in local currency
terms, the significant cost pressures felt
by our people through acutely high levels
of inflation.
Under the previous and proposed Policy,
Executive Directors are not permitted to
participate in the HT SharingPlan. However,
we believe that our remuneration approach
continues to align their interests with those
of our shareholders, colleagues and
wider stakeholders.
We remain committed to considering
the views of all our shareholders and we
welcome any comments you may have
on this report.
Richard Byrne
Chair, Remuneration Committee
1 Current view based on an ongoing wider workforce
pay review to be completed by 31 March 2023.
Financial StatementsGovernance ReportStrategic Report 111
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
At a glance
2022 highlights
Expansion to nine markets
Closed acquisitions and
commenced operations in
Malawi and Oman
Sites acquired:
Malawi:
Oman:
723
2,519
Number of sites
Year-on-year increase
Number of tenancies
Year-on-year increase
13,553
+42%
24,492
+30%
Revenue
Year-on-year increase
$561m
+25%
Adjusted EBITDA
Year-on-year increase
$283m
+18%
Operating profit
Year-on-year increase
$80m
+36%
Key objectives of approach to remuneration
Executive Directors’ remuneration in respect of 2022
The following table sets out the base salary, benefits, pension and annual bonus received by
the Executive Directors during 2022.
The LTIP award granted in respect of the 2020 financial year concluded its performance
period on 31 December 2022. This award will vest in March 2023.
Base salary
£’000
Benefits
£’000
Pension
£’000
Annual
bonus
£’000
LTIP
vesting
£’000
Total
£’000
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
Former CEO, Kash Pandya
548
369
402
35
8
36
49
33
35
504
281
392
298
1,435
60
–
751
865
The Group CEO and Group CFO were granted LTIP awards in respect of the 2022 financial
year, equal to 200% and 150% of salary respectively. The performance measures of Adjusted
EBITDA per share, return on invested capital (ROIC) and relative total shareholder return
(TSR) are equally weighted and assessed over the three-year period from 1 January 2022 to
31 December 2024.
Details of the 2022 LTIP award grant including targets and vesting ranges are disclosed on
pages 129 and 130.
Executive Directors’ shareholding as of 31 December 2022
Shareholding requirement
% of base salary
Shareholding as of
31 December 2022
% of base salary
Market competitive
to attract and retain talent
Performance-linked
incentives
Encourage
outperformance
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon1
200%
150%
881%
63%
Align with shareholder
interests
Align with UK corporate
governance practices
Support sustainable
growth
1 Manjit Dhillon became Group CFO on 1 January 2021 and, under the Policy, has five years to attain the shareholding
requirement. He held shares with a value equivalent to 63% of salary as of 31 December 2022. However, he has the right
under the shareholding requirement policy to sell the majority of these shares in the future because they were
obtained prior to his appointment as Group CFO.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Application of the proposed Remuneration Policy in 2023
Overview of quantum
Base salary
before
1 April 2023
£’000
from
1 April 2023
£’000
Pension
% of base salary
Annual bonus1
maximum
% of base salary
LTIP
maximum
% of base salary
Group CEO, Tom Greenwood 600.0
Group CFO, Manjit Dhillon
375.0
628.0
392.5
9%
9%
175%
150%
200%
150%
1 The annual bonus will be calculated using base salary from 1 April 2023, in line with practice applied to the wider
workforce.
2023 annual bonus operation
Performance measures:
Adjusted EBITDA
Financial
50%
Portfolio free cash flow
Financial
30%
Network performance
Non-financial
Strategic projects
Non-financial
International standards
Non-financial
7.5%
7.5%
5%
The targets, and performance against them, will be fully disclosed in next year’s Directors’
Remuneration Report.
2023 Long-Term Incentive Plan operation
Addition of a fourth performance measure based on ESG targets. Performance measures are
assessed over a three-year period with the following threshold (25%) vesting to maximum
(100%) vesting ranges.
Adjusted EBITDA per share
30%
Targets: 8%–14%
3-year CAGR FY22–FY25
ROIC
30%
Targets: 8%-14%
FY25
Relative TSR vs. FTSE 250 excluding
financial services and investment trusts
Impact scorecard based on
three equally-weighted ESG measures
20%
Targets: median – upper
quartile performance
20%
Targets:
Emissions per tenant: (7%)-(12%)
% female staff: 28%-32%
Population coverage: 2.5-6.0% CAGR
There is a two-year holding period post-vesting, making a five-year vesting and holding
period in total.
Malus and clawback
Cash bonuses can be clawed back within three years, and malus applied to any deferred
bonus at any time prior to vesting.
50% of any bonus amounts in excess of target performance levels will be deferred in shares
with a three-year vesting period.
LTIP awards can be clawed back within two years from vesting, and malus applied at any
time prior to vesting.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Summary elements of the proposed Policy
Policy item
Policy and operation
Maximum (% base salary)
Performance Measures
Change versus the previous Policy
Salary
– Broadly aligned to the median of the market benchmark
– None
– None
– Reviewed annually
Benefits
– Market-competitive benefits including life and medical
– None
– None
insurance
– Relocation allowances may be offered where appropriate
– No change
– No change
Pension
– 9% of base salary
– None
– None
– No change
– In line with wider workforce contributions
Annual Bonus
– Target for Group CEO: 100% of base salary
– Group CEO: 175%
– At least 75% assessed against financial measures
– Minimum % of the bonus
– Target for other Executive Directors: 75% of base salary
– Deferral in shares of 50% of any bonus awarded for
– Other Executive
Directors: 150%
– Linear payout between threshold (0% payout)
and target, and target and maximum
above-target performance
– Malus and clawback provisions apply
– 2023 measures are Adjusted EBITDA, Portfolio
Free Cash Flow, network performance, strategic
projects, international standards
assessed against financial
measures reduced from
80% to 75% providing
flexibility to increase
incentivisation in relation
to ESG and/or strategic
initiatives
Long-Term
Incentive Plan
– Granted annually
– Three-year vesting period
– Two-year holding period post-vest
– Performance conditions apply
– Committee discretion to adjust vesting levels, consulting
shareholders where appropriate
– Malus and clawback provisions apply
– Group CEO: 200%
– Financial, shareholder return and strategic
– No change
– Other Executive
Directors: 150%
performance targets
– Straight line vesting between threshold (25%
vest) and maximum
– 2023 measures are Adjusted EBITDA per share,
ROIC, relative TSR, impact scorecard
Shareholding
requirement
Non-Executive
Directors
– Group CEO: 200% of base salary
– None
– None
– Other Executive Directors: 150% of base salary
– 5 years to obtain the shareholding requirement
– Retention of vested share awards expected until achieved
– Two-year post-cessation requirement
– Retention of vested share
awards expected until
shareholding requirement
achieved
– Annual base-fee
– Must not exceed the
– None
– No change
– Further fees for additional roles, responsibilities
and/or services
– No participation in incentive or share schemes
– No pension entitlement
limit prescribed
within the
Company’s Articles
of Association
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Directors’ Remuneration Policy
In 2022, the Committee conducted its triennial review of the Policy and believes that the remuneration structures within the Policy remain fit for purpose and aligned with Company strategy.
The core structure will therefore retain the market-standard elements of base salary, benefits, pension aligned to the workforce, annual bonus and LTIP.
This section sets out the proposed Policy, which has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as
amended) (the Regulations). The Policy will be subject to a binding shareholder vote at the AGM on 27 April 2023 and, subject to shareholder approval, will become effective from that date.
Although the Policy is intended to apply for three years, the Company can choose to bring a new policy to a vote before the end of this period.
The Policy is based on the principles that:
– remuneration should be competitive with the market, but above-market pay should only be earned for outperformance against the market;
– remuneration should be sufficient to attract and retain talent in the event of the departure of an Executive Director; and
– the design of remuneration should follow similar principles and governance to other FTSE-listed companies.
The Company is committed to achieving high standards of corporate governance. Therefore, the principles of the UK Corporate Governance Code 2018 (the Code) were taken into
consideration when developing this Policy. In particular, the Committee believes the proposed Policy is:
– simple, being in line with standard market practice for a UK-listed company;
– clear to both participants and shareholders;
– risk-aligned through features such as malus and clawback provisions and the Committee’s ability to overrule formulaic incentive outcomes;
– providing a significant proportion of Executive Directors’ pay based on overall corporate performance, and particularly long-term performance; and
– aligned to the culture and business strategy of Helios Towers, by using appropriate performance measures.
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The Committee believes the Company and the Policy meet the requirements of Provision 40 of the Code as set out in the following table.
Provision 40 requirement
How this has been addressed
Simplicity and clarity
As a relatively new company to the public markets, we aim to implement remuneration structures with rationales and operations that are already
widely adopted, and therefore easily understood by our shareholders, the workforce and the wider public.
When developing the Policy, an important objective of the Committee was to ensure it is simple, by aligning with market practice for UK-listed
companies and particularly the FTSE 250. Working with our advisers, we have focused on ensuring the Policy presented on pages 114-122 is clear
and transparent.
Risk
The Policy includes features to ensure Executive Director remuneration supports the long-term sustainability of the business and is risk-aligned
with shareholders. These features include:
Predictability
Proportionality
Alignment to culture
– malus and clawback provisions;
– a minimum shareholding requirement, including a two-year post-employment period;
– a two-year holding period for vested LTIPs; and
– three-year deferral in shares of 50% of any bonus amounts in excess of target.
Bonus and LTIP performance metrics are aligned to financial and non-financial measures that are appropriate, and considered with respect to the
Group’s near-term and long-term strategies (see ‘Aligning remuneration with Company strategy’ on pages 123-124).
The Committee may apply its discretion to override formulaic outcomes if they are considered to be inconsistent with the underlying performance
of the Group.
The Policy governs the minimum and maximum opportunities for the Executive Directors in relation to their annual bonuses and LTIP awards,
providing clearly defined limits.
A large element of Executive Director remuneration is share-based, ensuring that the interests of Executive Directors and shareholders are aligned.
The minimum shareholding requirement, vested LTIP holding period and bonus deferral in shares maintain this alignment over the longer-term.
The Company conducts a biennial employee engagement survey to help understand any needs and actions required to enhance performance and
culture.
In addition to being a member of the Committee, Sally Ashford is the designated Non-Executive Director for workforce engagement. Sally speaks
regularly with employees across our markets and in the UK to understand how colleagues feel about working for Helios Towers, and identify any
concerns or issues.
Our remuneration practices support the Company’s purpose and core values.
The views of shareholders and their advisory bodies are also central in informing our thinking. The Committee takes its duty to every stakeholder seriously and actively seeks open dialogue
on its approach to remuneration.
If any material changes are proposed to either the Policy or its implementation, the Committee will consult with shareholders and seek their approval when appropriate.
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The following table lists and describes Policy’s key elements and principles for remunerating Executive and Non-Executive Directors.
Pension
Principles
To provide retirement benefits in line with the wider
workforce.
Policy and operation
Pension contribution rates (or allowances in lieu) for
Executive Directors will be aligned with those available
to the workforce.
Maximum
9% of base salary, subject to change if the contributions
available to the wider workforce increase or decrease.
Performance measures
No performance conditions apply.
Changes to previous policy
No changes.
Benefits
Principles
To provide market-competitive benefits valued by recipients.
Policy and operation
The Executive Directors are entitled to receive benefits-in-kind,
including life insurance, medical insurance and gym
membership. Other appropriate and market-competitive
benefits may be provided in the future but will not be
significant.
Where an Executive Director is required to relocate to
perform their role, they may be offered appropriate
relocation allowances and international transfer-related
benefits where required.
Benefits will be reviewed annually by the Remuneration
Committee.
Maximum
The value of benefits delivered will depend on the cost of
providing these particular items, and there is no prescribed
maximum.
Performance measures
No performance conditions apply.
Changes to previous policy
No changes.
Executive Directors
Base salary
Principles
To attract and retain Executive Directors of the right calibre
and with the required skills to successfully develop and
execute the business strategy.
Base salary is the core element of pay, reflecting the
individual’s role and responsibilities within the Company, and
their experience.
Policy and operation
We aim for salary to be broadly aligned to the median of the
market benchmark.
Salaries will be reviewed annually, typically prior to 1 January.
In reviewing base salaries, the Remuneration Committee will
consider:
– the performance of the Company and individual;
– any changes in responsibilities or scope of the role; and
– pay practices in relevant comparator companies of a
broadly similar size.
Maximum
There is no prescribed maximum. However, it is anticipated
that any salary increases will generally be in line with those
awarded to the wider workforce.
Higher increases may be made in certain circumstances
including, but not limited to:
– changes in role and responsibilities;
– market levels; and
– Company and individual performance.
Performance measures
No performance conditions apply.
Changes to previous policy
No changes.
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Annual bonus
Principles
To focus the Executive Directors on the successful delivery
of business performance and strategy, over a one-year
operating cycle.
Policy and operation
The annual bonus is to reward performance over a
financial year.
Once set, performance measures and targets will generally
remain unchanged for the year, except to reflect events
(e.g. corporate acquisitions and other major transactions),
where in the Committee’s opinion it is necessary to make
appropriate adjustments.
The target bonus is 100% of base salary for the Group CEO
and 75% of base salary for the CFO. 50% of any bonus
awarded for above-target performance will be deferred for
three years in shares, subject to continued employment and
good leaver conditions. Dividends and dividend equivalents
will be payable on deferred shares during the vesting period.
The Committee has discretion to withhold or increase all or
part of the bonus if performance is not a true reflection of
the business performance.
Malus and clawback provisions apply as explained in more
detail in the notes to this policy table.
Maximum
Group CEO: 175% of base salary.
Other Executive Directors: 150% of base salary.
Performance measures
Performance will be assessed against financial and
non-financial measures to provide a more rounded assessment.
Although specific measures may be amended each year to
reflect the business strategy, at least 75% of the bonus will
be assessed against financial measures.
There will be a 0% payout for threshold performance, with
linear payout between threshold and target, and target and
maximum.
Changes to previous policy
A reduction in the minimum percentage of the bonus that
will be assessed against financial measures from 80% to 75%.
While there are no changes to the performance conditions
and their weightings for the 2023 annual bonus, the change
provides the Committee with scope to attach more weight to
ESG and strategic initiatives in the bonus performance
metrics in the future.
Long Term Incentive Plan (LTIP)
Principles
The LTIP represents the long-term incentive aspect of the
Executive Directors’ overall remuneration package, with the
aim of motivating and rewarding them for the long-term
delivery of sustained performance and value creation for
shareholders.
Policy and operation
LTIP awards will be granted on an annual basis. They may be
granted as nil-cost options or restricted shares which vest
subject to a three-year performance period where specified
performance conditions are satisfied.
After vesting, awards will be subject to a further holding
period of at least two years.
The Remuneration Committee retains discretion to adjust the
vesting levels to ensure they reflect underlying business
performance and any other relevant factors. The Committee
will consult with shareholders where appropriate before using
its discretion to increase the outcome.
Dividends and dividend equivalents will be payable on vested
awards during the holding period.
Malus and clawback provisions apply; these are explained in
more detail in the notes to this policy table.
Maximum
Group CEO: 200% of base salary.
Other Executive Directors: 150% of base salary.
Performance measures
A combination of financial, shareholder return and strategic
performance targets will be set for each annual award.
Prior to award, the Committee will determine the measures,
targets and weightings. The current measures are Adjusted
EBITDA per share, ROIC, relative TSR and an impact
scorecard comprising quantifiable ESG metrics aligned to
strategic KPIs and targets.
For threshold performance, 25% of the maximum award
will vest, with straight line vesting between threshold and
maximum performance.
Changes to previous policy
No changes.
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Shareholding requirement
Principles
Minimum shareholding requirement for the Executive
Directors to further promote the alignment of interests of the
Group CEO and other Executive Directors with shareholders,
by tying up a proportion of their wealth in the business.
Policy and operation
The current Executive Directors are subject to the following
shareholding requirements:
– Group CEO: 200% of base salary.
– Other Executive Directors: 150% of base salary.
A new incoming Executive Director would have five years to
obtain the necessary shareholding.
Deferred bonus and LTIP awards that have vested count
towards the shareholding requirement (including
unexercised options). Unvested deferred bonuses not
subject to performance conditions count towards the
shareholding requirement on a pre-tax basis.
Unvested LTIP awards do not count towards the
shareholding requirement.
Executive Directors are able to make up for any shortfall in
shareholding through self-purchase of shares in the open
market.
Under the terms of the Company’s Shareholding Policy,
Executive Directors are expected to retain all vested share
awards until they achieve their shareholding requirement,
excluding share sales to pay tax in relation to the vesting of
awards.
Post-cessation shareholding requirement
The Executive Directors will be required to hold shares of
a value equal to the lower of 100% of the shareholding
requirement and their actual shareholding on cessation,
for a period of two years post-cessation. The Committee
will have the discretion to waive this requirement in certain
exceptional personal circumstances in accordance with the
terms of the Shareholding Policy.
Maximum
Not applicable.
Performance measures
Not applicable.
Changes to previous policy
Executives Directors will now be expected to retain all
vested share awards until they achieve their shareholding
requirement.
Non-Executive Directors
Directors’ fees
Principles
The Company offers fixed-fee remuneration to attract and
retain high-calibre and experienced individuals to serve on
the Board, by offering market-competitive fee arrangements.
Policy and operation
The Chair receives an annual fee.
Independent Non-Executive Directors (NEDs) receive an
annual base-fee. They may receive further fees for additional
responsibilities including the roles of Senior Independent
Director, Audit Committee Chair, Remuneration Committee
Chair, NED for workforce engagement, and for being a
member of a committee. They will be entitled to an
additional fee if they are required to perform any specific
and additional services.
Chair and membership fees may be introduced for any
new committees.
Fees are subject to review, taking into account time
commitment, responsibilities and market practice.
All Non-Executive Directors are entitled to be reimbursed
for reasonable expenses incurred in connection with their
duties, including any tax due on these benefits.
Non-Executive Directors do not participate in incentive
or share schemes, or receive a pension provision.
Maximum
– The aggregate fees and any benefits of the Chair and
Non-Executive Directors will not exceed the limit
prescribed within the Company’s Articles of Association
(currently £5 million p.a. in aggregate).
– Any increases in fee levels made will be appropriately
disclosed.
Performance measures
No performance conditions apply.
Changes to previous policy
No changes.
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Notes to the Policy table
Operation of incentive plans
We will operate the incentive plans within the Policy at all times, and in accordance with the
relevant plan rules and the listing rules. There are a number of areas where the Committee
retains flexibility:
– the selection of participants in each plan;
– the timing of an award and/or payment;
– the size of an award/bonus opportunity subject to the maximum limits set out in the Policy
table;
– performance measures, weightings and targets that will apply each year and any
adjustments thereof;
– treatment of awards in the event of a change of control, restructuring or other corporate
event;
– treatment of leavers; and
– amendments to plan rules in accordance with their terms.
In the case of Executive Directors, any use of discretion by the Committee will be disclosed
in the relevant annual report on remuneration.
Performance measures and targets
The annual bonus measures, which are fundamental to the Company’s future growth, are
selected to provide a balance between rewarding financial performance, operational
excellence, sustainability and successful execution of the strategy. For the LTIP, the
performance measures will align participants with generating long-term sustainable value for
shareholders.
Targets for the incentive plans are set by taking into account a number of reference points.
These include the strategic plan, long-term business goals and external consensus forecasts
for the Company and the market, to ensure the level of performance required is appropriately
stretching.
Conditions applying to the LTIP may be altered if the Committee considers this appropriate. If
they are varied, they must, in the opinion of the Committee, be fair, reasonable and materially
no less or more challenging than the original conditions.
Malus and clawback provisions
Malus and clawback provisions will apply to both the annual bonus and LTIP, and operated at
the discretion of the Committee. The cash bonus can be clawed back within three years of
payment, and malus applied to the deferred bonus at any time prior to vesting. LTIP awards
can be clawed back within two years of vesting, and malus applied at any time prior to
vesting.
Malus and clawback can be triggered in exceptional circumstances. These include material
misstatement of accounts or errors in calculating the award; gross misconduct; behaviours
that the Directors determine have resulted in material reputational damage to any or all
members of the Group; and, in respect of LTIP and deferred bonus awards, material loss
which should have been prevented by adequate risk management or a participant’s material
error.
Policy on payments for loss of office
The Company may require Executive Directors to work their notice period or may choose to
place the individual on ‘gardening leave’ if this is the most commercially sensible approach. In
the event of termination, certain restrictions may apply for a period of up to 12 months to
protect the business interests of the Company.
Payment in lieu of notice may be made for the unexpired portion of the notice period; this is
limited to the Executive Director’s base salary and is subject to mitigation. The Company may
make such payments in monthly instalments. The employment of each Executive Director is
terminable with immediate effect, and without payment in lieu of notice, in certain
circumstances including gross misconduct.
The treatment of any outstanding incentive awards will be determined based on the
circumstances of the Executive Director’s departure, as summarised in the following table.
The Committee may classify an individual as a ‘good leaver’ if they left due to serious illness,
injury or disability; retirement; the sale or transfer of the employing company or business
(other than on a change of control); or for other reasons specifically approved by the
Committee.
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Directors’ Remuneration Report continued
Treatment for
good leavers
– Salary and pension contribution will be paid as a lump sum for the notice
period, or progressively over the notice period, subject to mitigation.
– Bonus in the year of departure will be paid on a pro-rata basis at the
Committee’s discretion.
– Unvested bonus shares will vest as per the original vesting schedule,
at the Remuneration Committee’s discretion.
– No new award of LTIP will be made. Unvested LTIP awards will vest on a
pro-rata basis.
– Vested but unexercised awards, if made as options, will remain
exercisable.
– The Committee will have discretion to remove good leaver classification
in certain circumstances (for example, if an individual joins a competitor
after leaving).
– In all cases, the level of award vesting will be based on performance and
will, by default, continue to vest at the same time as awards for non-
leavers. The Committee has discretion to accelerate vesting in exceptional
circumstances. In the event of death, payments will typically be paid as
soon as possible after receiving notification.
– No payment will be made for salary and pension, except during the notice
period.
– No annual bonus entitlement will apply unless employed for the full bonus
year, although pro-rata bonus may be awarded in certain circumstances.
– Unvested bonus awards at the date of departure will lapse in full.
– Unvested LTIP awards at the date of departure will lapse in full. Vested
but unexercised awards, if awards are made as options, will remain
exercisable for up to six months post-departure.
Treatment for
all other
leavers
– All awards are subject to malus and clawback, so even once fully vested
they can be clawed back for egregious behaviour.
– All awards will vest based on the achieved performance up to the date of
change of control.
Change of
control
– The default position will also be to allow full vesting for all awards
pro-rata on a time basis. This would be subject to the Committee’s
discretion, which might include choosing not to apply full vesting if it is
deemed to be inappropriate in the particular circumstance.
External appointments
The Company’s policy is to permit an Executive Director to accept non-executive
appointments outside the Company, provided they do not conflict with the individual’s duties
to the Company and meet with Board approval. When an Executive Director takes on such a
role, they may be entitled to retain any fees which they earn from that appointment.
Remuneration Policy on recruitment
The Company’s recruitment Remuneration Policy aims to give the Committee sufficient
flexibility to secure the appointment and promotion of high-calibre executives to strengthen
the management team with the skillsets to deliver our strategic aims.
In setting a package for a new Executive Director, the Committee’s starting point will be to
apply the general Policy for Executive Directors as set out above, and structure a package
accordingly.
Therefore, the annual bonus plan and LTIP awards will operate as detailed in the general
Policy for any newly appointed Executive Director. This includes the maximum award levels
(for the annual bonus, 175% of salary for the Group CEO and 150% of salary for other
Executive Directors; and, for the LTIP awards, 200% of salary for the Group CEO and 150% of
salary for other Executive Directors). For an internal appointment, any variable pay element
awarded in their prior role may either continue on its original terms or be adjusted to reflect
the new appointment, as appropriate.
For both external and internal appointments, the Committee may agree to the Company
paying relocation expenses it considers appropriate, in accordance with the Remuneration
Policy table.
For external candidates, the Company may also need to buy out awards forfeited by an
individual on leaving their previous employer. For the avoidance of doubt, buyout awards are
not subject to a formal cap, but any non-buyout awards related to recruitment will be subject
to the limits for the annual bonus plan and LTIP awards, as stated in the general Policy.
Details of any recruitment-related awards will be appropriately disclosed.
The Company will not pay more than necessary for any buyout, with payment limited to the
Committee’s estimate of the fair value of the awards being foregone. This will reflect all
relevant factors such as any performance conditions attached to these awards, the form in
which they were granted and the timeframe over which they would have vested. In all cases,
the Committee will in the first instance seek to deliver any such awards under the terms of
the existing annual bonus plan and LTIP awards. However, there may be instances when a
more bespoke approach is needed.
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Directors’ Remuneration Report continued
Applying the Remuneration Policy: scenario examples
The following charts illustrate estimates of the Executive Directors’ potential remuneration
opportunity in 2023 under the Policy. The bars are split between the three different elements
of remuneration, under three different performance scenarios: ‘Minimum’, ‘Target’ and
‘Maximum’. Estimates are based on the value of benefits provided to the Executive Directors
in 2022.
Group CEO: total remuneration
£’000
Minimum
100%
720
In line with reporting regulations, we also include a further illustration, assuming a 50%
growth in share price over the three-year LTIP performance period, for the maximum
performance scenario.
The assumptions used are set out below:
Minimum performance
– Fixed remuneration (salary, benefits and pension) only
Target
34%
29%
37%
2,133
Maximum
23%
Maximum
+ 50% share
price growth
19%
36%
30%
41%
3,075
51%
3,703
– No payout under the annual bonus or LTIP
Fixed
Annual Bonus
LTIP Policy
Group CEO
Group CFO
Salary
£’000
628
393
Benefits
£’000
Pension
£’000
35
8
57
35
Group CFO: total remuneration
£’000
Target performance
– Fixed remuneration (salary, benefits and pension)
Minimum
100%
436
– 100% and 75% of salary under the annual bonus for the Group
CEO and Group CFO respectively
– 125% and 94% of salary vesting under the LTIP for the Group
CEO and Group CFO respectively (62.5% of maximum)
Maximum performance
– Fixed remuneration (salary, benefits and pension)
Maximum performance +
50% share price growth
– 175% and 150% of salary under the annual bonus for the Group
CEO and Group CFO respectively
– 200% and 150% of salary vesting under the LTIP for the Group
CEO and Group CFO respectively
– Fixed remuneration (salary, benefits and pension)
– 175% and 150% of salary under the annual bonus for the Group
CEO and Group CFO respectively
– 200% and 150% of salary vesting under the LTIP for the Group
CEO and Group CFO respectively
– 50% assumed share price growth over three-year LTIP
performance period
Target
40%
27%
33%
1,098
Maximum
28%
Maximum
+ 50% share
price growth
23%
36%
31%
36%
1,614
46%
1,908
Fixed
Annual Bonus
LTIP Policy
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Directors’ Remuneration Report continued
Consideration of employment conditions elsewhere in the Company
The Company’s pay, and employment conditions generally, are taken into account when
setting Executive Directors’ remuneration. The Committee receives regular updates including
(but not limited to) changes in base pay, any staff bonuses in operation and the ratio of the
Group CEO to median employee pay.
Details of service contracts and letters of appointment
The following table shows the current service contracts and terms of appointment for the
Executive Directors, entered into before the IPO.
Executive Director
Title
Effective date
of contract
Notice period
from Company
Notice period
from Director
In line with the Code, the Committee is fully informed on, and considers, wider employee
remuneration and related policies. This includes the following as they apply to the wider
workforce:
Tom Greenwood Group Chief Executive Officer 12 Sep 20191
12 months
12 months
Manjit Dhillon
Group Chief Financial Officer 1 Jan 2021
12 months
12 months
– salary increases;
– opportunities and payments under annual bonus plans;
– operation of incentive plans and share-based schemes; and
– total remuneration levels.
The Committee will oversee share plans in which Executive Directors and all eligible employees
participate, and make sure that all participate on the same terms and conditions. Reflecting
standard practice, the Committee does not currently consult with staff in drawing up the
Company’s Directors’ Remuneration Report or when determining the underlying policy,
although it will continue to monitor developments in this area and continue to appoint a
Non-Executive Director for workforce engagement, whereby wider workforce pay conditions
and remuneration practices are taken into consideration by the Committee.
Considering shareholder views
The Committee is fully aware of its responsibility to shareholders and maintains an open
dialogue on executive remuneration.
The views of shareholders and their representative bodies are important to us when determining
the appropriate approach to remuneration. Shareholders representing more than 80% of the
shareholder register were consulted as part of the development of this policy. Upon request, the
Chair of the Committee had discussions with individual shareholders to respond to questions and
provide further clarification. The communication to shareholders was also shared with several
prominent shareholder proxy advisors and comments received have been taken into
consideration by the Committee.
At the 2023 AGM, the Company will seek the formal support of its shareholders on matters
relating to the remuneration of Executive Directors. The Committee will ensure that it
considers all feedback received from shareholders during this process.
1 Contract addendum signed on 28 April 2022 in relation to appointment as Group CEO.
The Chair and Non-Executive Directors receive letters of appointment. All Non-Executive
Directors’ appointments and subsequent reappointments are subject to annual re-election
at the AGM. Dates of the Directors’ letters of appointment are set out in the following table.
Non-Executive Director
Position/role
Date of
appointment
Notice
period
Sir Samuel Jonah
Chair of the Board
12 Sep 2019 3 months
Magnus Mandersson
Senior Independent Non-Executive Director 12 Sep 2019 3 months
Alison Baker
Richard Byrne
Sally Ashford
Independent Non-Executive Director
12 Sep 2019 3 months
Independent Non-Executive Director
12 Sep 2019 3 months
Independent Non-Executive Director
15 Jun2020
3 months
Carole Wamuyu Wainaina Independent Non-Executive Director
13 Aug 2020 3 months
Temitope Lawani
Non-Executive Director
Helis Zulijani-Boye
Non-Executive Director
12 Sep 2019 3 months
9 Mar 2022
3 months
The service contracts for the Executive Directors, and terms and conditions of appointment
for Non-Executive Directors, are available for inspection by the public at the registered office
of the Company.
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Directors’ Remuneration Report continued
Annual report on remuneration
This section of the report provides details of the Directors’ remuneration for the year
ending 31 December 2022 and how we propose to apply the proposed Policy for 2023.
The new Directors’ Remuneration Policy, detailed on pages 114-122, will be subject to a
binding vote and this full Directors’ Remuneration Report will be subject to an advisory
vote at the AGM to be held on 27 April 2023.
The views of shareholders and their advisory bodies are also central to our thinking. We are
committed to open dialogue with our shareholders and hope that the level of disclosure we
provide here fully explains the Committee’s decisions.
Remuneration Committee
Roles and responsibilities
The role of the Committee is to assist the Board in determining its responsibilities in relation
to remuneration, including:
– establishing a formal and transparent procedure for developing executive remuneration
policy;
– making recommendations to the Board on policy, including setting the overarching
principles, parameters and governance framework of the Group’s Remuneration Policy;
– aligning the approach to remuneration throughout the Company with long-term
sustainable success;
– determining the individual remuneration and benefits package of each Executive Director
and certain senior executives, including the Company Secretary;
– setting the remuneration for the Company Chair;
– reviewing wider workforce remuneration policies and practices when determining the
approach for executives;
– reviewing and approving the design of performance-related pay schemes; and
– ensuring compliance with the Code in relation to remuneration.
The Committee meets at least three times a year and has formal terms of reference which
can be viewed on the Company’s website. Committee attendance during 2022 is set out on
pages 88 and 109.
Membership
The Board considers the Group to be in compliance with the Code requirements relating to
Committee composition and roles; namely, a Remuneration Committee should comprise at
least three members who are all independent Non-Executive Directors, and that the Chair of
the Board should not also chair the Remuneration Committee.
Independent Non-Executive Director
Date of appointment to the Committee
Richard Byrne (Remuneration Committee Chair)
12 September 2019
Sir Samuel Jonah KBE, OSG
Alison Baker
Sally Ashford
12 September 2019
12 September 2019
15 June 2020
Aligning remuneration with Company strategy
Our approach to remuneration is designed to balance short-term goals with long-term
ambitions to deliver the Company’s strategy and create value for shareholders. To help the
Board and the Executive Leadership Team assess delivery against this strategy, we track
progress against a number of KPIs and APMs – see pages 74-76.
We include several of these indicators as performance measures in assessing bonus and LTIP
awards. This helps align the focus of Executive Directors with the interests of our
shareholders, and makes it clear to all stakeholders the relationship between success against
our strategy and the remuneration paid.
All employees with at least three months’ service are eligible to receive an annual bonus,
pro-rated to their time of service during the year and based on Company and individual
performance. Its purpose is to reward activities that drive our success in the near-term.
The annual bonuses awarded to Executive Directors are based on disclosed performance
conditions, which are currently focused on:
– operating and financial performance (Adjusted EBITDA and portfolio free cash flow);
– customer service (network performance);
– strategic projects; and
– international standards (quality, environment, health and safety and anti-bribery).
Achieving our near-term objectives will set the foundation for attaining our longer-term
growth strategy, generating the funds for us to invest further in our existing markets, and
pursue opportunities in new markets.
We grant LTIP awards to Executive Directors and other selected senior executives and key
personnel, to retain and incentivise them to deliver the longer-term business plan and
sustainable long-term returns for shareholders.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
We have included an additional ESG metric to the existing three. The four LTIP performance
conditions selected to incentivise value creation, profitable growth and sustainability are:
– Adjusted EBITDA per share: measures underlying operating performance on a per share
Main activities
The Committee met eight times during the year. The agenda items discussed at these
meetings included:
basis;
– 2021 annual bonus outcomes;
– Return on invested capital (ROIC): evaluates asset efficiency and the effectiveness of the
– 2021 Directors’ Remuneration Report;
Group’s capital allocation;
– Relative total shareholder return (TSR): a market-based measure to assess the relative
value created for our shareholders; and
– Impact scorecard: to ensure that long-term incentives are aligned to the initiatives and
– 2022 annual bonus and 2022 LTIP performance metrics and targets;
– Executive Director succession planning;
– the proposed Directors’ Remuneration Policy for 2023-25;
targets of the Company’s Sustainable Business Strategy.
– all-employee HT SharingPlan awards granted during 2022;
While including this new ESG metric, we believe the existing financial measures, already
adopted for the bonus and LTIP, are themselves inherently focused on performance against
our Sustainable Business Strategy. Building telecommunications infrastructure and
promoting infrastructure-sharing are central to our business model, creating sustainable
value by increasing network access and population coverage while minimising the cost,
waste, environmental impact and carbon footprint of duplicated communications networks.
In turn, this provides growth and operating leverage that drives Adjusted EBITDA, portfolio
free cash flow and ROIC.
Business
excellence and
efficiency
Network access
and sustainable
development
Empowered
people and
partnerships
Award
Performance measure
Annual
bonus
LTIP
Adjusted EBITDA1
Portfolio free cash flow1
Network performance
Strategic projects
International standards
Adjusted EBITDA1 per share
ROIC1
Relative TSR
Impact scorecard
1 Defined in the Alternative Performance Measures section on pages 74-76.
To maintain the alignment of remuneration with both strategy and shareholder interests over
time, the Committee will assess and adjust performance conditions as and when appropriate.
– introducing ESG metrics to incentive schemes;
– salary increases for the Executive Directors and the wider workforce; and
– advisory fees.
Statement on shareholder voting
The following table details the results of the shareholder votes for (i) the shareholder votes at
the 2022 AGM, held on 28 April 2022, on the approvals for the Directors’ Remuneration
Report for the year ended 31 December 2021, (ii) the all-employee share plans approved by
shareholders at the 2021 AGM, held on 15 April 2021, and (iii) the inaugural Directors’
Remuneration Policy at the 2020 AGM, held on 9 April 2020.
Resolution
2022 AGM
To approve the annual statement by the
Chair of the Remuneration Committee
and the Directors’ Remuneration Report
for the year ended 31 December 2021
2021 AGM
To approve the HT Global Share
Purchase Plan
2021 AGM
To approve the HT UK Share
Purchase Plan
Votes
for
Votes
against
% of issued
share capital
voted
Votes
withheld
937,930,237
96.2%
37,040,530
3.8%
93.0%
1,825
598,307,058
100.0%
598,307,058
100.0%
646
0.0%
646
0.0%
59.8%
59.8%
–
–
2020 AGM
To approve the Directors’ Remuneration
Policy
692,418,280
99.4%
4,477,870
0.6%
69.7%
1,694,555
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Remuneration in 2022
As required by the Regulations, statutory figures for Helios Towers plc are reported for the financial year ended 31 December 2022.
Tom Greenwood was appointed Group CEO on 28 April 2022. His base salary was increased from his previous salary of £440,000 during his roles as COO and CEO-Designate, to £600,000
as Group CEO. His annual bonus for 2022 was pro-rated between the time spent in these roles during the year, and accordingly to the target and maximum payout profiles associated with
each role.
As disclosed in the 2021 Annual Report, Manjit Dhillon’s salary was increased to £375,000 on 1 April 2022 from the previous £350,000. In line with Company practice for all employees who
did not change role during the year, his annual bonus for 2022 is based on his increased salary. The rest of Manjit’s remuneration package remained unchanged and in line with the Policy.
The 2020 LTIP award, granted in November 2019 following the Company’s IPO, concluded its performance period on 31 December 2022. As a result, this award will vest in March 2023.
As previously disclosed in the Directors’ Remuneration Report (as part of the 2021 Annual Report), Kash Pandya stepped down as CEO following the 2022 AGM on 28 April 2022.
He continued to receive his CEO salary until he retired. He also decided to stand down from his subsequent role as Non-Executive Deputy Chair on 17 August 2022. He received a bonus
pro-rated to his retirement date. Kash was not granted an LTIP award during the financial year.
After the transition, the Company reverted to two Executive Directors on the Board; the Group CEO and the Group CFO. No further Executive Director appointments are currently anticipated.
The Committee deemed the new Group CEO and Group CFO salary levels to be fair and appropriate with consideration to the CEO transition, individual and Company performance, role
changes and market levels. Details of the CEO succession planning and each decision are set out on page 107 of the 2021 Annual Report and Financial Statements.
Statutory single figure table for the Executive Directors (audited)
The following tables show the information mandated by the Remuneration Reporting Requirements for 2022 and 2021.
Executive Director
Group CEO, Tom Greenwood
2022
2021
Group CFO, Manjit Dhillon
2022
2021
Former CEO, Kash Pandya4
2022
2021
Base salary
£’000
Taxable
benefits1
£’000
Other
benefits1
£’000
Pension2
£’000
Fixed
remuneration
£’000
Annual bonus
£’000
LTIP vesting3
£’000
Variable
remuneration
£’000
Total
remuneration
£’000
548
440
369
350
402
634
26
23
1
–
23
32
9
9
7
7
13
13
49
40
33
32
35
57
632
512
410
389
473
736
504
372
281
296
392
683
298
–
60
–
–
–
803
372
341
296
392
683
1,435
884
751
685
865
1,420
1 The only taxable benefit received by Tom Greenwood and Kash Pandya was worldwide medical insurance (excluding the US); Manjit Dhillon received gym membership and cycle-to-work benefits. The other benefit received by the Executive
Directors was life insurance cover equal to 4x base salary. The most significant benefit received was medical insurance, representing 98% of taxable benefits and 62% of total benefits received by the Executive Directors.
2 The Executive Directors received a pension contribution equal to 9% of base salary, in line with the wider workforce.
3 The 2020 LTIP award concluded its performance period on 31 December 2022 and is scheduled to vest on 24 March 2023. The values presented are calculated based on the average closing share price on the London Stock Exchange during the
fourth quarter of 2022. No portion of the estimated value is attributable to share price appreciation from the grant date to the end of the performance period.
4 Kash Pandya’s remuneration relates to the period 1 January 2022 to the end of his notice period on 17 August 2022.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Annual bonus
The Policy was applied to setting the threshold, target and maximum awards for the Executive Directors for the 2022 annual bonus scheme. The maximum bonus opportunity for Tom Greenwood
was 175% of his Group CEO salary pro-rated for time served as Group CEO during the year, and 150% of his CEO-Designate salary for time served in his previous role during the year. The
maximum bonus opportunity for Manjit Dhillon, Group CFO, was 150% of salary. The maximum bonus opportunity award for former CEO, Kash Pandya, was 175% of salary, pro-rated to the
date of his retirement on 17 August 2022.
Threshold performance
Target performance
Maximum performance
Salary/pro-rated salary
(£’000)
Prorating factor
(£’000)
% of salary
(£’000)
% of salary
(£’000)
Executive Director
Tom Greenwood
Group CEO from 28 April 2022
CEO-Designate prior to 28 April 2022
Pro-rated opportunity
Manjit Dhillon
Group CFO
600
440
548
375
68%
32%
100%
100%
63%
–
–
–
–
–
–
–
–
–
–
100%
(600)
75%
(330)
94%
(513)
75%
(281)
100%
(402)
% of salary
(£’000)
175%
(1,050)
150%
(660)
169%
(925)
150%
(562)
175%
(703)
Kash Pandya pro-rated opportunity to 17 August 2022
Former CEO
634
(402 pro-rated)
The performance conditions for the 2022 annual bonus scheme were set in Q1 2022 and based on achievement against Adjusted EBITDA, portfolio free cash flow, network performance,
strategic projects and international standards targets.
The Committee considered the 2022 annual bonus scheme in the round, including performance conditions, relative weightings, targets, value of award, performance against targets and
resulting levels of award and determined that no discretion would be applied to the formulaic outcomes.
For annual bonuses, Tom Greenwood (Group CEO) will receive a bonus equal to 92% of his pro-rated salary; Manjit Dhillon (Group CFO), 75% of his salary as of 31 December 2022; Kash
Pandya (former CEO), 98% of his pro-rated salary. This represents 55%, 50% and 56% of their maximum bonus opportunities respectively, compared to a 64% average for the wider
workforce.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
We detail the bonus targets and achievement against them in the following table.
Measure
Weighting
Threshold
Adjusted EBITDA1 (US$ millions)
Portfolio free cash flow1 (US$ millions)
Network performance2
Strategic projects3
(a) Remote monitoring systems (RMS) installed and transmitting data
(b) Tenant load positions captured
(c) Fuel tank sizes recorded and fuel probes installed and calibrated
International standards4
50%
30%
7.5%
7.5%
3.750%
1.875%
1.875%
5%
Formulaic bonus outcome
(% of base salary)5
Formulaic bonus outcome
(% of pro-rated maximum opportunity)
231.6
160.9
85%
2,776
80%
80%
Target
289.5
201.1
95%
3,470
90%
90%
Maximum
347.4
241.3
100%
4,164
100%
100%
Actual
282.8
201.4
94.0%
3,952
57.7%
92.7%
0 retained
4 retained
4 retained and
extended to 2
new markets
4 retained and
extended to 3
new markets
Group CEO Bonus
% of base salary
(pro-rated)
Group CFO Bonus
% of base salary
% of base salary
(pro-rated)
Former CEO Bonus
41.4%
28.2%
6.3%
7.6%
5.5%
0.0%
2.1%
8.4%
92.1%
54.5%
33.2%
22.6%
5.1%
6.6%
4.8%
0.0%
1.8%
7.5%
74.9%
49.9%
44.2%
30.1%
6.8%
8.0%
5.7%
0.0%
2.3%
8.7%
97.8%
55.9%
1 Defined in the Alternative Performance Measures section on pages 74–76. Linear increase between Threshold and Target, and between Target and Maximum.
2 Based on compliance with each service level agreement (SLA) with all customers across our operating subsidiaries. Each SLA is measured monthly throughout the year. The performance targets are as follows:
– Customer customer SLAs are met or exceeded for 85% or less of measurements: no award (Threshold);
– Customer SLAs are met or exceeded for 85–95% of measurements: linear increase between Threshold and Target; and
– Customer SLAs are met or exceeded for 95–100% of measurements: linear increase between Target and Maximum;
3 Based on the implementation of RMS on sites to monitor and control power consumption. The performance metric comprises three independently assessed elements:
(a) The number of RMS installed on sites at year-end that are transmitting a minimum level of daily data points;
(b) The percentage of those sites achieved in (a) with tenant load position data captured; and
(c) The percentage of those sites achieved in (a) which have generators and have fuel tank probes installed and calibrated.
4 The performance criteria for international standards was based on the retention of Group-wide accreditations (ISO 9001, ISO 14001, ISO 37001 and ISO 45001), and extending accreditations to new markets:
– No accreditations retained: no award;
– One accreditation retained: 25% of target. 1.25% of salary for the Group CEO and the former CEO, and 0.9375% of salary for other Executive Directors.
– Two accreditations retained: 50% of target. 2.5% of salary for the Group CEO and the former CEO, and 1.875% of salary for other Executive Directors.
– Three accreditations retained: 75% of target. 3.75% of salary for the Group CEO and the former CEO, and 2.8125% of salary for other Executive Directors.
– Four accreditations retained: 100% of target. 5% of salary for the Group CEO and the former CEO, and 3.75% of salary for other Executive Directors.
– Four certificates retained and extended to one new market: 137.5% of target for the Group CEO and the former CEO, and 150% of target for other Executive Directors. 6.875% of salary for the Group CEO and the former CEO, and 5.625% of salary
for other Executive Directors.
– Four certificates retained and extended to two new markets: Maximum. 8.75% of salary for the Group CEO and the former CEO, and 7.5% of salary for other Executive Directors.
5 Calculated based on pro-rated base salaries for the Group CEO and the former CEO. Calculated based on base salary at year-end for the Group CFO in line with wider workforce practice, whereby bonuses are determined based on ordinary course
salary increases effective from April in the same financial year.
The Committee is aware that some shareholders believe that annual bonuses should not be paid where the Company has cancelled dividends. As in prior years, no dividends will be paid for
the year ended 31 December 2022 given recent and potential future acquisitions, as well as the scale of the current opportunity to invest and grow the business. Therefore, the Committee did
not consider it appropriate to adjust the annual bonus outcome on that basis.
In March 2023, the Committee approved the payment of the 2022 annual bonuses. Since the bonus outcomes for the Executive Directors are below target, in accordance with the Policy to
defer 50% of any bonus received above target, the bonuses awarded to the Group CEO, Group CFO and former CEO will be paid in cash with no deferral in shares.
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128
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Long-Term Incentive Plan awards vesting
The 2020 LTIP award, granted in November 2019 following the Company’s IPO, concluded its performance period on 31 December 2022. As a result, this award will vest in March 2023.
This 2020 award is subject to three equally weighted performance conditions; Adjusted EBITDA per share, ROIC and relative TSR. We disclosed the threshold, target and maximum
performance targets in our 2019 Annual Report. The targets for Adjusted EBITDA per share and ROIC measures were set based on an organic growth plan without factoring in M&A,
due to the complexity in modelling new acquisitions both in terms of timing and financial impact.
During the three-year performance period, the Company has entered four new markets through acquisitions and now operates in nine markets across Africa and the Middle East with more
than 13,500 towers. It has exceeded the 2025 ambition stated at IPO well in advance of the timeline, which was to operate 12,000 towers in eight markets. The result of this period of rapid
growth is that the Company emerges stronger, broader, and with higher revenue visibility through improved hard currency earnings and increased contracted revenues.
This inorganic growth has created some headwinds against Adjusted EBITDA per share and ROIC metrics. In the Committee’s view, the LTIP awards should not disincentivise management
and employees to pursue acquisitions of strategic importance to the Company and in the long-term interests of our stakeholders. It is vital for the Company to retain its talented workforce
and attract new employees to enable its continued growth. LTIP outcomes should therefore fairly reward the efforts of employees to deliver these acquisitions and ensure that they are
appropriately motivated to deliver similar deals in the future.
The Committee considered the vesting of the 2020 LTIP award in the round including performance conditions, relative weightings, targets, performance against targets, resulting vesting
levels and resulting vesting value of the award. For the aforementioned reasons, the Committee proposed to exercise upward discretion and adjust the payout from 38% to 60%, so that it
is in line with that which would have been achieved if we had adopted the same targets as the 2022 LTIPs, shown on page 130, which incorporated the impact of acquisitions.
In January 2023, the Remuneration Committee Chair wrote to the Company’s pre-IPO shareholders and 20 largest post-IPO active shareholders to set out the rationale for the Committee’s
intention to exercise its discretion as described above. Upon request, discussions were also held with shareholders to respond to questions or provide further clarification. The communication
to shareholders was also shared with several prominent shareholder proxy advisors and comments received have been taken into consideration by the Committee. Overall the Remuneration
Committee Chair was encouraged by the level of support received during his consultation with shareholders and the Committee therefore proceeded with the proposal.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
The 2020 LTIP targets, achievement against them and the discretionary uplift to the vesting outcome are detailed in the following table.
Performance measure
Weighting
Threshold
Target
Adjusted EBITDA1 per share
3-year CAGR FY19-FY22
33.3%
11.6%
33.3%
12.2%
Straight line vesting
between threshold and
maximum.
Straight line vesting
between threshold and
maximum.
Maximum
14.2%
Actual
13.5%2
Vesting outcome
% of performance measure
Vesting outcome
% of initial LTIP grant
78.5%
26.1%
15.0%
10.3%3
0.0%
0.0%
33.3%
At least median TSR
of the peer group.
(66 of 131)
Straight line vesting
between threshold and
maximum.
Ranked in upper
quartile of peer group.
(33 of 131)
61 of 131
34.6%
11.5%
37.7%
22.3%
60.0%
ROIC1
% in FY22
Relative TSR4
Formulaic vesting outcome
% of initial grant
Discretionary uplift to vesting outcome5
% of initial grant
Final vesting outcome
% of initial grant
1 Defined in the Alternative Performance Measures section on pages 74–76.
2 CAGR calculated using (i) FY2019 Adjusted EBITDA per share of US$0.2057 based on US$205.2 million Adjusted EBITDA and 997.7 million weighted average basic shares outstanding from the IPO Admission date (18 October 2019) to
31 December 2019, and (ii) FY2022 Adjusted EBITDA per share of US$0.3025 based on US$314.5 million Adjusted EBITDA including a full year of Adjusted EBITDA in relation to the Oman acquisition which completed in December 2022 and for
which equity was raised in June 2021, and 1,047 million weighted average basic shares outstanding.
3 Calculated in the Alternative Performance Measures section on page 76.
4 Helios Towers plc’s TSR relative to the FTSE 250 index, excluding financial services and investment trusts, based on the average TSR over a three-month period immediately prior to the start and end of the performance period.
5 Determined based on the vesting level that would have been achieved had the 2020 LTIP targets been the same as those adopted for the 2022 LTIPs as shown on page 130, which incorporated the impact of acquisitions.
The following table shows the number of options granted, forfeited and vested in respect of the 2020 LTIP award for the Group CEO and the Group CFO.
Executive Director
Group CEO, Tom Greenwood2
Group CFO, Manjit Dhillon3
Number of nil-cost
options granted
Number of nil-cost
options forfeited
Number of nil-cost
options prior to vest
Proportion of nil-cost
options vesting
Number of nil-cost
options vesting
442,544
88,840
–
–
442,544
88,840
60%
60%
265,527
53,304
Value of nil-cost
options vesting
£’0001
298
60
1 The 2020 LTIP award is scheduled to vest on 24 March 2023. Value estimated using the average closing share price on the London Stock Exchange during Q4 2022 (£1.12289).
2 Tom Greenwood was granted his 2020 LTIP award in one of his previous roles, when CFO.
3 Manjit Dhillon was granted his 2020 LTIP award prior to his appointment to the Group CFO role.
Scheme interests awarded in the year (audited)
2022 LTIP award grants
In April 2022, the 2022 LTIP awards were granted to Executive Directors and other selected senior executives and key personnel of the Company. This is to ensure they are retained and
incentivised to deliver longer-term business plans and sustainable long-term returns for shareholders. The awards were granted in the form of nil-cost options.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
The maximum LTIP awards for the 2022 financial year are 200% of salary for the Group CEO and 150% of salary for the Group CFO. As disclosed in the 2021 Annual Report, Kash Pandya was
not granted an LTIP award during the financial year. The quantum awarded to management and employees below Board level is based on an appropriate cascade. The values of the awards
granted to the Executive Directors are detailed in the following table.
Executive Director
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
Award type
Conditional
Conditional
Base salary
(£’000)
600
375
Face value of
2020 LTIP award
(% of base salary)
200%
150%
Face value of
2020 LTIP award
(£’000)
1,200
563
Number of nil-cost
options granted1
743,421
348,478
1 Calculated using a reference share price of £1.61416, equal to the arithmetic average of the closing prices on the London Stock Exchange during fourth quarter of 2021.
The 2022 LTIP awards are expected to vest in March 2025, subject to performance conditions measured over a three-year period from 1 January 2022 to 31 December 2024. Each
performance condition for the LTIP is assessed independently.
Metric
Purpose
Definition
Weighting
Threshold 25% vesting
Target
Maximum 100% vesting
Adjusted EBITDA1 per share
3-year CAGR FY21–FY24
Measure of
profitability
Adjusted EBITDA on a per share basis.
33.3%
Measure of efficiency ROIC is calculated as annualised portfolio free
33.3%
cash flow divided by invested capital.
8%
8%
Straight line vesting
between threshold and
maximum.
Straight line vesting
between threshold and
maximum.
14%
14%
ROIC1
% in FY24
Relative TSR
Measure of
shareholder value
creation
Helios Towers plc’s TSR relative to the FTSE 250
index, excluding financial services and investment
trusts, based on the average TSR over a three-
month period immediately prior to the start and
end of the performance period.
33.3% Performance is at least
the median TSR
of the peer group.
Straight line vesting
between threshold and
maximum.
Performance is ranked in
the upper quartile of the
peer group.
1 Defined in the Alternative Performance Measures section on pages 74-76.
2021 annual bonus deferral
As reported in 2021 Directors’ Remuneration Report and in accordance with the Policy, 50% of Executive Director bonuses received above target in respect of the 2021 financial year were
deferred in shares for three years. The deferred bonus awards, scheduled to vest on 17 March 2025, are set out in the following table:
Executive Director
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
Former CEO, Kash Pandya
Award type
Deferred shares
Deferred shares
Deferred shares
Value of 2021 annual bonus
(£’000)
% of 2021 annual bonus
deferred in shares
Face value of deferred shares
(£’000)
Number of
deferred shares1
372
296
683
5.7%
5.7%
3.6%
21
17
25
16,577
13,187
19,408
1 Calculated based on a share price of £1.274, equal to the average purchase price achieved by the Employee Benefit Trust to acquire shares underlying the awards.
Changes to scheme interests during the year
For the reasons described on page 128, ‘Long-Term Incentive Plan awards vesting’, regarding the short-term dilution impact of acquisitions on some key metrics, the Committee decided to
amend the 2021 LTIP performance targets for Adjusted EBITDA per share and ROIC. Consequently, the 2021 LTIP target ranges have been amended to align to the targets adopted for the
2022 LTIP awards as shown in the previous table, which incorporate the impact of acquisitions.
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Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
In January 2023, the Remuneration Committee Chair wrote to the Company’s pre-IPO shareholders and 20 largest post-IPO active shareholders to set out the rationale for the Committee’s
decision to implement these adjustments. Upon request, discussions were also held with shareholders to respond to questions or provide further clarification. The communication to
shareholders was also shared with several prominent shareholder proxy advisors and comments received have been taken into consideration by the Committee.
The 2021 LTIP performance metrics are assessed over the three-year period commencing on 1 January 2021 and ending on 31 December 2023 and are scheduled to vest in March 2024.
Changes to the 2021 LTIP performance targets are shown in the following table.
Performance measure
Weighting
Threshold
Adjusted EBITDA per share1
3-year CAGR FY20–FY23
ROIC1
% FY23
Relative TSR2
33.3%
10.0%
33.3%
11.0%
33.3% Performance is at least
the median TSR
of the peer group.
Previous target
Target
Straight line vesting between
threshold and maximum.
Straight line vesting between
threshold and maximum.
Straight line vesting between
threshold and maximum.
Amended target to align with targets set for 2022 LTIP award
Maximum
15.5%
Threshold
8.0%
13.4%
8.0%
Target
Straight line vesting between
threshold and maximum.
Straight line vesting between
threshold and maximum.
Maximum
14.0%
14.0%
Performance is ranked
in the upper quartile of
the peer group.
No change
No change
No change
1 Defined in the Alternative Performance Measures section on pages 74-76.
2 Helios Towers plc’s TSR relative to the FTSE 250 index, excluding financial services and investment trusts, based on the average TSR over a three-month period immediately prior to the start and end of the performance period.
There were no other changes to the number of shares and/or share options previously granted or offered, nor to the main conditions for the exercise of the rights, including the exercise price
and date and any change thereof, during the financial year ended 31 December 2022.
Single figure table for Non-Executive Directors (audited)
The following table sets out the total remuneration for Non-Executive Directors and the Chair of the Board for the year ended 31 December 2022.
Name
Position/role
Board Committee Chair position
2022
2021
Fixed fees
£’000
Variable fees
£’000
Total fees1
£’000
Fixed fees
£’000
Variable fees
£’000
Sir Samuel Jonah KBE, OSG Chair of the Board
Nomination Committee Chair
240.0
Kash Pandya2
Non-Executive Deputy Chair
Magnus Mandersson
Senior Independent Non-Executive Director
Alison Baker
Richard Byrne
Sally Ashford3
Independent Non-Executive Director
Audit Committee Chair
Independent Non-Executive Director
Remuneration Committee Chair
Independent Non-Executive Director
Carole Wamuyu Wainaina
Independent Non-Executive Director
Temitope Lawani
Non-Executive Director
Helis Zulijani-Boye4
Non-Executive Director
David Wassong4
Non-Executive Director
–
85.5
85.5
85.5
85.5
68.5
–
–
–
–
–
–
–
–
–
–
–
–
–
240.0
240.0
–
85.5
85.5
85.5
85.5
68.5
–
–
–
n/a
85.5
85.5
85.5
85.5
68.5
–
n/a
–
–
n/a
–
–
–
–
–
–
n/a
–
Total fees1
£’000
240.0
n/a
85.5
85.5
85.5
85.5
68.5
–
n/a
–
1 No taxable benefits were paid to the Non-Executive Directors during the year; therefore, the figures above are total payments.
2 Kash Pandya did not receive any fees in respect of his role as Non-Executive Deputy Chair. Kash’s remuneration in respect of his role as CEO is set out in the Executive Director single figure table and the payments for loss of office section.
3 Sally Ashford’s figure includes a fee of £17,000 per year for her role as the designated Non-Executive Director for workforce engagement.
4 On 9 March 2022 David Wassong resigned as a Non-Executive Director and was replaced by Helis Zulijani-Boye, a Managing Director of Newlight Partners LP with over 15 years’ experience in the private equity and investment banking industries.
Newlight is entitled to appoint (and replace) a shareholder representative as a Director of the Company for such time as it continues to hold more than 10% of the voting rights of the Company.
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 132
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of the Directors and connected persons in shares owned outright or vested, as of 31 December 2022. There has been no change in the Directors’
shareholdings and share interests between 31 December 2022 and the publication of this report.
Director
Executive Directors
Shares
owned outright
Deferred bonus shares1
(unvested)
Legacy incentive plan options2
(vested)
Options subject to performance3
(vested)
Options subject to performance4
(unvested)
Total interest
(shares and options)
Group CEO, Tom Greenwood
4,951,494
Group CFO, Manjit Dhillon
Former CEO, Kash Pandya
Non–Executive Directors
Sir Samuel Jonah KBE, OSG
Magnus Mandersson
Alison Baker
Richard Byrne
Sally Ashford
Carole Wamuyu Wainaina
Temitope Lawani
Helis Zulijani-Boye
David Wassong
160,825
8,083,160
–
–
21,856
782,286
–
–
–
–
–
31,096
13,187
41,472
–
–
–
–
–
–
–
–
–
50% of any bonuses awarded for above-target performance are deferred for three years in shares.
1
2 Legacy incentive plan nil-cost options that have vested and are exercisable.
3 Options received from vested LTIP awards.
4 The 2020, 2021 and 2022 LTIP awards granted in November 2019, March 2021 and March 2022 respectively.
–
49,653
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,607,219
772,407
1,173,793
–
–
–
–
–
–
–
–
–
6,589,809
996,072
9,298,425
–
–
21,856
782,286
–
–
–
–
–
To ensure close alignment with shareholder interests, the shareholding guidelines for the Group CEO and Group CFO are 200% and 150% of salary respectively. The Group CEO met this
requirement as of 31 December 2022, holding 881% of salary1 respectively. The Group CFO assumed his role on 1 January 2021 and, under the Policy, has five years to attain the shareholding
requirement. As of 31 December 2022, the Group CFO held shares with a value equivalent to 63% of salary1; however, he has the right to sell the majority of these shares under the
shareholding requirement policy (other than deferred bonus shares) because they were attained prior to his appointment as Group CFO.
1 Calculated as the sum of shares held outright, deferred bonus shares and legacy incentive plan options, multiplied by the closing price on the London Stock Exchange on 31 December 2022 (£1.061) and divided by base salary.
Payments to past Directors (audited)
There were no payments to past Directors during the financial year ended 31 December 2022.
Payments for loss of office (audited)
Kash Pandya stepped down from his role as CEO following the 2022 AGM in April 2022 and, serving as Non-Executive Deputy Chair on the Board, continued to receive his salary, benefits and
pension contributions until the end of his notice period in August 2022, equal to £197k, £18k and £17k respectively. During this period, he was also entitled to a pro-rated bonus, equal to
£193k. The statutory single figure table for the Executive Directors on page 125 shows Kash’s remuneration for the period commencing 1 January 2022 until the end of his notice period,
including these amounts.
Financial StatementsGovernance ReportStrategic Report 133
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Kash was not granted an LTIP award in respect of the 2022 financial year. His unvested LTIP
awards were pro-rated to reflect the proportion of the vesting period elapsed, up to the end
of his notice period, with unchanged vesting dates. 60% of his pro-rated 2020 LTIP award will
vest on 24 March 2023, equal to 473,886 nil-cost options with a value of £532k based on
Company’s average closing share price during the fourth quarter of the 2022 financial year
(£1.12289). The two-year post-vesting holding period for LTIP awards continues to apply.
Annual bonus
For the 2023 financial year and in accordance with the proposed Policy, the maximum bonus
opportunities for the Group CEO and Group CFO are set out in the following table. The levels
of bonus awarded are subject to financial and non-financial performance conditions
measured over the 2023 financial year. They are calculated on a straight-line basis between
threshold and target performance, and target and maximum performance.
In accordance with the post-cessation shareholding requirement under the Policy, Kash is
required to maintain a minimum shareholding of 905,068 shares, being the equivalent of
200% of his salary based on the share price on his retirement date.
At the end of his notice period, Kash received a £14k payment in lieu of unused holiday
allowance.
Application of the Remuneration Policy in 2023
Base salary
The inflationary world economy in 2022, coupled with significant currency devaluations in
certain of the Company’s markets, has resulted in significant cost of living increases for the
Company’s people. Consequently, the Board has decided to implement a more targeted
and differentiated approach to wider workforce salary increases than in previous years.
In practice, this means that staff with the least amount of disposable income will receive
a higher percentage salary increase during 2023, typically in line with the inflation of their
country. More senior employees will receive increases equivalent to 75% of inflation, and
members of the Executive Leadership Team, including the Group CEO and Group CFO, will
receive increases equivalent to 50% of inflation. To retain key personnel, specific targeted
increases have been considered for certain employees below Executive Director level.
Threshold performance
Target performance
Maximum performance
% of base salary
% of base salary
% of base salary
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
0%
0%
100%
75%
175%
150%
We set out the bonus performance conditions for the 2023 financial year in the following
table. The Committee approved the targets in March 2023, but they are deemed to be
commercially sensitive; they will therefore be disclosed in full in next year’s Directors’
Remuneration Report, at around the time when the bonuses are paid. 50% of any bonus
amount earned above target will be deferred in shares for a three-year period.
Metric
Weighting Rationale for inclusion as a performance measure
Adjusted EBITDA2
(financial)
50%
Aligned to this framework for wider workforce increases, the Board has decided to increase
each of the Group CEO and Group CFO salaries by 4.7% effective from 1 April 2023. This
compares to a mean average nominal salary increase of c. 9%1 for the wider workforce across
all markets. The salary increases of the Executive Directors are detailed in the following table
Portfolio free cash
flow1
(financial)
30%
1 Current view based on an ongoing wider workforce pay review to be completed by 31 March 2023.
Executive Director
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
Before 1 April 2023
£’000
From 1 April 2023
£’000
600.0
375.0
628.0
392.5
Pension
Executive Directors receive a pension contribution equal to 9% of base salary, in line with
the wider workforce.
Benefits
All Executive Directors are eligible for worldwide medical insurance (excluding the US),
life insurance cover equal to 4x base salary, gym membership and 25 days’ annual leave.
Network
performance
(non-financial)
Strategic projects
(non-financial)
International
standards
(non-financial)
7.5%
7.5%
5.0%
2 Defined in the Alternative Performance Measures section on pages 74-76.
This measures operating performance by eliminating differences
caused by changes in capital structures (affecting interest and
finance charges), tax positions (such as the impact on periods or
companies of changes in effective tax rates or net operating
losses) and the age and booked depreciation on assets.
Adjustments are made for certain items that the Company
believes are not indicative of underlying trading performance.
This measures the cash flow generated by the business
operations after expenditure incurred on maintaining capital
assets, including lease liabilities and taxes. It is a measure of the
cash generation of the tower estate.
Network performance is a key operational performance metric.
It is a measure of uptime of the site network relative to levels
specified in our customer service-level agreements.
Incentivises the achievement of certain strategic initiatives
identified for implementation during the financial year.
Implementing and maintaining internationally recognised
systems and processes, measured by the retention of our four
ISO accreditations, as well as extending accreditations to new
markets; ISO 9001 (Quality Management), ISO 14001
(Environmental Management), ISO 45001 (Occupational Health
& Safety), and ISO 37001 (Anti-Bribery Management).
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 134
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Long-Term Incentive Plan awards
In March 2023, the Committee approved the performance conditions and targets for the 2023 LTIP awards. These will be granted to the Executive Directors and other selected senior
executives of the Company. The awards are designed to ensure these key personnel are retained and incentivised to deliver longer-term business plans and sustainable long-term returns for
shareholders. These awards are expected to be granted during the year in the form of nil-cost options. The Committee intends to calculate the number of options granted using the average
closing share price on the London Stock Exchange during the fourth quarter of the previous financial year (i.e. £1.12289 in Q4 2022).
The maximum LTIP awards for the 2023 financial year are 200% and 150% of salary for the Group CEO and the Group CFO respectively. The quantum awarded to management and
employees below Board level is based on an appropriate cascade. The values of the awards to be granted to the Executive Directors are detailed in the following table:
Executive Director
Group CEO, Tom Greenwood
Group CFO, Manjit Dhillon
Award type
Conditional
Conditional
Base salary
£’000
Face value of 2023 LTIP award
% of base salary
Face value of 2023 LTIP award
£’000
628.0
392.5
200%
150%
1,256.0
588.8
The 2023 LTIP awards will vest in March 2026, subject to performance conditions which will be measured over a three-year performance period between 1 January 2023 and 31 December
2025. Each performance condition is assessed independently. In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard comprising quantifiable performance
metrics is introduced to align incentives with the Company’s Sustainable Business Strategy. The scorecard incorporates three equally-weighted performance targets related to environmental
impact (see pages 24-29), diversity (see pages 30-35) and digital inclusion (see pages 20-22).
The performance conditions and selected targets are set out in the following table.
Metric
Purpose
Definition
Weighting
Threshold 25% vesting
Target
Maximum 100% vesting
Adjusted EBITDA1 per share
Measure of profitability
Adjusted EBITDA on a per share basis.
3-year CAGR FY22 – FY25
ROIC1
Measure of efficiency
% in FY25
Relative TSR
Impact scorecard
Measure of shareholder
value creation
ROIC is calculated as annualised portfolio free cash
flow divided by invested capital.
Helios Towers plc’s TSR relative to the FTSE 250
index, excluding financial services and investment
trusts, based on the average TSR over a three-
month period immediately prior to the start and
end of the performance period.
30%
30%
20%
8%
8%
Threshold vesting
when performance is
at least the median
TSR of the peer group.
Straight-line vesting
between threshold
and maximum.
Straight-line vesting
between threshold
and maximum.
Straight-line vesting
between threshold
and maximum.
14%
14%
Maximum vesting when
performance is ranked
in the upper quartile of
the peer group.
Measure of progress
against ESG targets
included in the Company’s
Sustainable Business
Strategy
Scorecard components:
- Environment: emissions per tenant2
- Diversity: % female staff
- Digital inclusion: Population coverage (% increase)
20%
6.7%
6.7%
6.7%
(7%)
28%
+2.5% CAGR
Straight-line vesting
between threshold
and maximum.
(12%)
32%
+6% CAGR
1 Defined in the Alternative Performance Measures section on pages 74–76.
2 Reduction from 2022 levels.
In accordance with the Policy, vested awards will be subject to a two-year holding period post-vesting, making a five-year vesting and holding period in total. Malus and clawback will apply.
The Committee does not plan to grant further LTIP awards to Executive Directors until 2024.
Financial StatementsGovernance ReportStrategic Report 135
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Non-Executive Directors’ fees
As part of trennial review of the Policy, the Committee (excluding the Chair) reviewed the
Chair’s fee and the Chair and Executive Directors reviewed the Non-Executive Director fees
which have remained unchanged since the inaugural Policy was approved at the 2020 AGM.
targeted and differentiated approach to salary increases for the wider force compared to
previous years. In practice, this means staff in lower pay bands will receive higher percentage
salary increases relative to more senior employees including the Group CEO and Group CFO.
The increases will become effective during 2023.
Following the review, the fees will increase by 20% with effect from 1 April 2023 and are
summarised in the table below. This decision reflects the increased time commitment that
the Chair and Non-Executive Directors are being asked to dedicate to the Company due
to the rise in governance demands and as a result of the increased scale of the business
due to our expansion into four new markets during the past three years. The increases
mean that the fees are aligned to FTSE companies of comparable size and complexity.
It is important that the Company can offer a competitive fee to the Chair and Non-Executives
given the scarcity of relevant skills in a specialised and international industry.
Position/role
Chair of the Board
Independent Non-Executive Director fee
Non-Executive Director fee1
Additional fee for Senior Independent Director
Additional fee for Board Audit Committee Chair/Remuneration Committee Chair
Additional fee for committee membership
Annual Fee £
288,000
72,000
–
20,400
20,400
10,200
1 Relates to the Non-Executive Directors representing certain legacy institutional shareholders; Temitope Lawani (Lath)
and Helis Zulijani-Boye (Quantum).
Non-Executive Directors are entitled to an additional fee if they are required to perform any
specific and additional services. Sally Ashford will continue to be paid an additional annual
fee of £17,000 for her role as the designated Non-Executive Director for workforce
engagement. Following the increases, the aggregate Non-Executive Directors’ fees continue
to be within the cap for directors’ fees permitted under our Articles of Association.
Other remuneration items
Engagement with the workforce
In her role as the designated Non-Executive Director for workforce engagement, Sally
Ashford, continued to hold regular ‘Voice of the Employee’ sessions with senior management
and the wider workforce in Group and operating companies. Details can be found on pages
33 and 93. Non-Executive Directors also visited our business units including Ghana, Oman
and the UK.
The Board considered the impact of cost of living increases on our people when approving
the 2022 grant of HT SharingPlan awards to all employees, which included an additional
one-off Cost of Living Award with a short vesting period.
The Company’s 2022 Employee Engagement Survey, conducted by an independent consultancy,
received a 100% response rate. Pay and benefits was an area of feedback which, coupled
with cost of living increases, the Board took into consideration when approving a more
The Board and senior management are working to address other key areas of feedback from
the 2022 Employee Engagement Survey to further improve employees’ experience of working
with Helios Towers. Sally will continue her workforce engagement activities during 2023,
including considering wider workforce pay conditions and remuneration practices.
HT SharingPlan: the all-employee share-based incentive scheme.
Launched in 2021, the Board granted further HT SharingPlan awards during 2022 enabling all
employees to continue to share in the success of the Group. With the continued aim of creating
an inclusive culture that promotes our ‘One Team, One Business’ vision in all our countries, each
employee was granted awards with the same value and on identical terms, regardless of their
role or location.
The Board granted free awards in the form of notional shares that track the value of Helios
Towers plc’s ordinary shares. The vesting of awards is subject to continued employment
and good leaver provisions. The 2022 Award was granted with a three-year vesting period.
The Board was also pleased to be able to offer a more immediate award. With a marked
increase in inflation globally, rising living costs are a significant concern for our people
and their families. Having considered a recommendation from management, the Board
decided the HT SharingPlan provided an appropriate means to support the Company’s
employees in the near-term. Therefore, the Board granted an additional Cost of Living
Award which vested in December 2022, easing the cost pressures, at least in part, that
employees are experiencing.
With a sterling-denominated share price and employees receiving the same value, we believe
the Cost of Living Award not only provided general financial support to the wider workforce;
it was a more purposeful and effective means to alleviate, in local currency terms, the significant
cost pressures felt by our people through acutely high levels of inflation. Ghana is an example,
where the Ghanaian Cedi devalued against UK Sterling by 35% and the year-on-year CPI
change was +54% in December 2022.
The Board thanks shareholders for voting for the HT Global Share Purchase Plan in 2021, which
has enabled us to take this supportive action. The Committee was encouraged by a 100%
employee acceptance rate, which further endorses the decision to introduce an all-employee
plan. In line with the Policy, Executive Directors may not participate in the HT SharingPlan.
Dilution limits
The Company’s employee share plans and discretionary employee share plans are subject to
dilution limits that are aligned to market practice and the Investment Association’s Principles
of Remuneration. Awards cannot be granted if the cumulative number of shares issued, or
committed to be issued, under employee share plans exceeds 10% of the ordinary share
capital of the Company in any ten-year rolling period. An equivalent 5% dilution limit applies
to discretionary employee share plans.
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 136
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Percentage change in remuneration of Directors, versus employee average
The following table shows the year-on-year percentage change in Directors’ remuneration compared to that of the Company’s employees in 2020, 2021 and 2022. The Company was admitted
to the London Stock Exchange on 18 October 2019. For comparability, the percentage change between 2019 and 2020 is measured using annualised 2019 remuneration figures during the
period, from Admission to 31 December 2019. Similarly, annualised figures are used for comparability where a Director was appointed to or resigned from the Board, or an employee began
their employment, during a financial year.
Year-on-year % increase/(decrease) in 2022
Year-on-year % increase/(decrease) in 2021
Year-on-year % increase/(decrease) in 2020
Salary/fees
Taxable benefits
Director
Tom Greenwood1
Manjit Dhillon2
Kash Pandya3
Samuel Jonah
Magnus Mandersson4
Alison Baker4
Richard Byrne4
Sally Ashford5
Carole Wamuyu Wainaina5
Temitope Lawani6
Helis Zulijani-Boye6
David Wassong6
Salary/fees
Taxable benefits
+25%
+5%
–
–
–
–
–
–
–
–
–
–
+14%2
n/m
+14%2
–
–
–
–
–
–
–
–
–
Bonus
+36%
(5%)
(9%)
–
–
–
–
–
–
–
–
–
Helios Towers plc employees7
Group employees8
n/a
+6%
n/a
+9%
n/a
+4%
+17%
n/a
(1%)
–
–
–
–
–
–
–
–
–
+24%
n/a
+9%
–
+2%
+2%
+2%
–
–
–
–
–
n/a
+3%
n/a
+22%
n/a
+3%
Bonus
+20%
n/a
+6%
–
–
–
–
–
–
–
–
–
Salary/fees
Taxable benefits
–
n/a
–
–
+10%
+10%
+10%
n/a
n/a
–
–
–
n/a
+3%
+5%
n/a
+4%
–
–
–
–
n/a
n/a
–
–
–
n/a
+10%
Bonus
(16%)
n/a
(14%)
–
–
–
–
n/a
n/a
–
–
–
n/a
+8%
1 Tom Greenwood’s increase in 2022 reflects the change to his salary from 28 April 2022when he was appointment as Group CEO (from COO previously). Tom’s increase in 2021 reflects the change to his salary from 1 January 2021 and following his
appointment as COO (from CFO previously).
2 The increase in taxable benefits in 2022 is due to an increase in worldwide medical insurance premiums paid in US Dollars, combined with Sterling exchange rate movements.
2 Manjit Dhillon was appointed as Group CFO on 1 January 2021; comparative prior year information is not available. Manjit did not receive any benefits in 2021, therefore the 2022 year-on-year increase is not measurable.
3 Kash Pandya’s figures for 2022 have been annualised for comparability. The increase in 2021 reflects the change to his salary from 1 January 2021.
4 The 2% year-on-year increase to fees earned in 2021 relates to additional fees for committee memberships that started in March 2020. Twelve months of these additional fees were earned in 2021 compared to ten months in 2020.
5 Appointed to the Board of Directors during 2020; comparative prior year information is not available.
6 Non-Executive Directors representing legacy institutional shareholders: Temitope Lawani (Lath) and Helis Zulijani-Boye (Quantum, previously represented by David Wassong) do not receive remuneration for their Directorship roles on the Board.
7 Helios Towers plc, the parent company of the Group, did not have any employees during the financial years ended 31 December 2020, 31 December 2021 and 31 December 2022.
8 Median percentage increase for employees of Helios Towers Group companies where prior year comparator information is available.
Relative importance of expenditure on pay
The following table shows the Company’s expenditure on pay compared to shareholders’ distributions by way of dividend and share buyback.
Distributions to shareholders
Total employee pay
2022
US$m
–
34.4
2021
US$m
–
30.9
Year-on-year %
Change
–
+11.3%
Financial StatementsGovernance ReportStrategic Report 137
Helios Towers plc Annual Report and Financial Statements 2022
Directors’ Remuneration Report continued
Total shareholder return performance graph
The following graph shows the TSR of the Company relative to the FTSE 250 index, from
18 October 2019, when the Company’s shares were admitted to trading on the Main Market
of the London Stock Exchange, to 31 December 2022. The FTSE 250 is considered an
appropriate comparator for Helios Towers because the Company has been a constituent
of the index since 23 December 2019.
Total shareholder return vs. FTSE 250
129.3
108.7
125.2
103.8
140.7
121.3
150
140
130
120
110
100
90
80
Oct 19
Dec 19
Dec 20
Dec 21
Helios Towers (HTWS)
FTSE 250 total return
100.2
86.6
Dec 22
Source: Datastream from Refinitiv (rebased to 100)
Historic CEO remuneration
The following table shows the CEO’s remuneration since admission to the London Stock
Exchange on 18 October 2019.
CEO single figure total remuneration (£’000)
Group CEO, Tom Greenwood
Former CEO, Kash Pandya
Annual bonus (% of maximum opportunity)
Group CEO, Tom Greenwood
Former CEO, Kash Pandya
LTIP vesting (% of maximum opportunity)
Group CEO, Tom Greenwood
Former CEO, Kash Pandya
2022
2021
2020
20191
1,435
865
–
1,420
–
1,323
–
292
55%
56%
60%
–
62%
64%
74%
–
–
–
–
–
–
1 The single figure of total remuneration for 2019 relates to the period from 18 October 2019 to 31 December 2019.
CEO pay ratio and gender pay gap
With fewer than 250 UK employees, Helios Towers is not required at this stage to report
or disclose our ratio of CEO to median employee pay, or gender pay gap information.
However, the Committee fully supports the focus on wider workforce pay and conditions,
and is committed to take this into consideration when making decisions on executive
remuneration. We are also mindful of shareholder expectations to promote fair and equal
treatment of male and female employees in relation to remuneration, ensuring employees
receive equal pay for performing the same job to the same standards. In the interest of
transparency, the Company has voluntarily disclosed gender pay gap information on its
website at heliostowers.com/join-us/diversity-inclusion/.
We regularly review our pay rates throughout the business and will keep our approach to
disclosing a UK and/or Group-wide pay ratio, and/or gender pay gap information, under
review over the coming years.
Advice to the Committee
Members of the Executive Leadership Team are invited to attend the Committee’s meetings
where appropriate, except when their own remuneration is being discussed. During the year
Tom Greenwood (Group CEO), Manjit Dhillon (Group CFO), Kash Pandya (former CEO), Paul
Barrett (General Counsel and Company Secretary) and Nick Summers (Director of Property
and SHEQ) attended certain meetings at the Committee’s invitation.
During 2022, the Committee retained PwC to provide independent advice on remuneration
matters. PwC was appointed to support the Company in the design of the Directors’
Remuneration Policy prior to the IPO and was retained as Remuneration Committee advisor
following the IPO. PwC is a member of the Remuneration Consultants’ Group and, as such,
operates voluntarily under its Group Code of Conduct in relation to executive remuneration
consulting in the UK. The Committee was satisfied that the advice provided by PwC was
independent and objective.
The firm also acted as tax adviser to the Company during 2022. The Committee reviewed the
nature of all the services provided during the year by PwC, and was satisfied that no conflict
of interest exists or existed in providing these services. PwC has no other connections with
the Company or its Directors.
Total fees received by PwC, in relation to remuneration advice that materially assisted
the Committee during the financial year ended 31 December 2022, amounted to £133,126.
PwC’s services are charged on a fixed fee basis with additional items charged on a time
and materials basis.
The Committee will continue to seek remuneration advice from PwC in 2023.
Approval
This report has been approved by the Board of Directors and is signed on its behalf by:
Richard Byrne
Chair, Remuneration Committee
15 March 2023
Financial StatementsFinancial StatementsGovernance ReportGovernance ReportStrategic ReportStrategic Report 138
Helios Towers plc Annual Report and Financial Statements 2022
Other Statutory Information
The Directors of Helios Towers plc present their Annual Report and audited Financial Statements
for the year ended 31 December 2022.
Additional disclosures
This section, together with the Strategic Report, Governance Report, and Directors’
Remuneration Report on pages 2-137, and other information cross-referenced in the table
below, constitute the Directors’ Report for the purposes of section 415 of the Companies Act
2006, and the information required by both schedule 7 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 and Listing Rule (LR)
9.8.6R.
As per LR 9.8.6R(8), the Company’s TCFD disclosures, including greenhouse gas emissions
and energy consumption, are explained in the Strategic Report on pages 64– 71. No
disclosures are required by the Company pursuant to LR 9.8.4R, except for LR 9.8.4R (4), (12)
and (13) as noted below.
The Directors’ Report, together with the Strategic Report on pages 2-73, constitute the
management report for the purposes of rule 4.1.8R of the Disclosure Guidance and
Transparency Rules (the ‘DTR’). The Strategic Report and the Governance Report on pages
2-137 constitute the Corporate Governance Statement for the purposes of 7.2.1R of the DTR.
TCFD and climate-related disclosures
Strategic Report
Future developments
Section 172(1) Statement
Strategic Report
Strategic Report
Engagement with stakeholders
Strategic and Governance Reports
64-71
2-71
53-56
2-93
Principal risks and uncertainties
Risk management and principal risks
59-63
Internal control and risk management
systems
Risk management and principal risks
Viability Statement
Strategic Report
UK Corporate Governance Code compliance Governance Report
Directors’ interests
Long-term incentive plans
Remuneration Report
Remuneration Report
EBT - dividend waiver
Other Statutory Information
Directors’ Responsibility Statement
Financial instruments, financial risk
management objectives and policies
Going Concern
Subsequent events
Statement of Directors’
Responsibilities
Financial Statements: Note 26
Financial Statements: Note 2(a)
Financial Statements: Note 32
58 and 106
72-73
86
132
128-130
132
141
182-186
157
191
Operations and performance
Results
Results for the year ended 31 December 2022 are set out in the detailed Financial Review on
pages 77-83 and the Financial Statements on pages 142-194.
Dividends
The Directors do not intend to pay a final dividend for the year ended 31 December 2022.
Activities in research and development
The Company undertook no activities in research and development during the year ended
31 December 2022.
Branches outside the UK
The Company has no branches outside the UK.
Articles of Association
The Articles of Association set out the internal regulation of the Company and cover such
matters as the rights of shareholders, the appointment and removal of Directors and the
conduct of the Board and general meetings. Copies are available from the Company
Secretary. The Articles of Association may be amended in accordance with the provisions of
the Companies Act 2006 by way of a special resolution of the Company’s shareholders. The
Company’s Articles of Association were last amended and approved by shareholders at the
2021 AGM and can be found on the Company’s website at heliostowers.com/investors/
corporate-governance/documents/.
Annual General Meeting
The Company’s AGM will be held on Thursday 27 April 2023 at 10.00 am at Linklaters,
One Silk Street, London, EC2Y 8HQ. The Chair, and the Chairs of the Audit and
Remuneration Committees, will be present to answer shareholders’ questions. Shareholders
will be able to appoint a proxy electronically, either through our Registrar’s website or
CREST services, by 10.00 am on Tuesday 25 April 2023. A copy of the 2023 Notice of
AGM can be found at heliostowers.com/investors/shareholder-centre/general-meetings/.
Voting will be conducted by a poll and voting results will, after the conclusion of the
AGM, be published on a Regulatory News Service and on the Company’s website at
heliostowers.com/investors/regulatory-news/.
Directors
The names, biographical details and Committee memberships of the Directors are set out on
pages 87-88 and on the Company’s website at heliostowers.com/who-we-are/leadership/
board-of-directors/.
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Helios Towers plc Annual Report and Financial Statements 2022
Other Statutory Information continued
Appointment and replacement of Directors
The Company’s Articles of Association set out the rules on the appointment and replacement
of Directors. The Directors have the power to remove another Director by ordinary resolution
and elect another person in his or her place. The Articles of Association require that all
Directors be elected by shareholders at the AGM following their appointment to the Board.
All Directors are required to retire at each AGM in accordance with Provision 18 of the Code.
Powers of the Directors
The Company’s Articles of Association set out the powers of the Directors and allow the
Board to exercise those powers.
Directors’ and Officers’ liability insurance and indemnities
To the extent permitted by English law and the Articles of Association, the Company
indemnifies each Director against legal actions that may arise as a result of that Director’s
positions within the Group. Each UK subsidiary company also indemnifies its Directors. All
indemnities given are ‘qualifying indemnity provisions’ as defined in s236 of the Companies
Act 2006. The Company maintains Directors’ and Officers’ liability insurance in respect of
legal actions brought against its Group’s Directors and Officers as a result of their positions
within the Group.
Shareholders and share capital
Share capital
Helios Towers plc is a public company limited by shares, incorporated in England and Wales,
and has a premium listing on the London Stock Exchange (LSE). The Company’s issued share
capital is set out in Note 18 to the Financial Statements and consists of one class of share of
1p nominal value, which carries no right to fixed income. Each share carries the right to one
vote at general meetings of the Company.
As at 31 December 2022, the Company’s issued share capital comprised 1,050,500,000
ordinary shares of £0.01 each, all with voting rights. On 5 October 2022, the Company’s Block
Listing Admission of 7,500,000 ordinary shares of £0.01 each became effective and were
admitted to the premium listing segment of the Official List of the FCA to be traded on the
Main Market of the LSE. On 3 November 2022, 2,500,000 ordinary shares of £0.01 each were
issued and allotted from the Block Listing to the Employee Benefit Trust (EBT) share account.
Authority to purchase own shares
The Company has the authority, pursuant to the 2022 AGM, to make market purchases of its
own shares of up to 104,800,000 ordinary shares of £0.01 each, representing 10% of its
issued share capital as at the date of the Notice of the 2022 AGM. This authority, which was
not exercised during 2022 or to the date of this report, will expire at the conclusion of the
2023 AGM, when the Directors will propose that the authority is renewed.
Rights, restrictions and transfer of shares
The rights attaching to the Company’s shares, restrictions and any variation of rights are set
out in the Articles of Association, which can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/.
Shares held by the EBT
The Company has established the EBT in connection with the Company’s share plans, which
holds treasury shares (as described in Note 18 to the Financial Statements) on trust for the
benefit of employees of the Group. The trustee(s) of the EBT (the Trustee) may vote or
abstain from voting in respect of the Company’s shares held unallocated in the EBT. In
respect of any allocated shares, unless the Company requests otherwise, the Trustee must
seek voting directions from beneficial holders of the shares and vote in accordance with any
directions received (or otherwise abstain from voting).
In accordance with good practice, unless the Company directs otherwise, the Trustee will
waive its entitlement to receive any dividends above a maximum of one pence in aggregate
in respect of shares which are the beneficial property of the EBT.
Major shareholders
As at 31 December 2022, the Company had been advised of the following notifiable interests
(whether directly or indirectly held) in its voting rights, in accordance with DTR 5. The
information was correct as at the date of notification to the Company, and published on a
Regulatory News Service and on the Company’s website at heliostowers.com/investors/
regulatory-news/.
Shareholder
Newlight Partners LP
The Goldman Sachs Group
Number of voting
rights
157,417,444
33,317,985
%
14.99
3.18
The Company has not been notified of any changes to the above information up to the date
of this report.
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Helios Towers plc Annual Report and Financial Statements 2022
Other Statutory Information continued
Stakeholders and policies
Modern Slavery statement
The Company has approved, signed and published on its website its Modern Slavery and
Human Trafficking Statement in accordance with the Modern Slavery Act 2015. The Statement
can be found on the Company’s website at heliostowers.com/modern-slavery-statement/.
Employee share plans
The Company’s shareholders approved the HT UK Share Purchase Plan and HT Global Share
Purchase Plan (together the ‘HT SharingPlan’) at its 2021 AGM. The Board made two new
awards under the HT SharingPlan in 2022 to all colleagues: the 2022 Award and the Cost of
Living Award as noted on pages 135.
Anti-Discrimination policy
The Company’s Anti-Discrimination Policy applies to all Group staff (including non-
permanent workers) as well as contractors, consultants and any other workers, and adopts a
zero-tolerance approach to any unlawful discrimination when a person is harassed or treated
arbitrarily or differently due to a relevant protected characteristic. The Company encourages
its entire workforce to report any instance of discrimination that they witness or which comes
to their attention. The policy makes it clear that selection for employment, promotion,
training or any other benefit will be on the basis of aptitude and ability only. The policy is
reviewed periodically to take account of legislative changes.
Significant agreements
The Company is required to disclose any significant agreements that take effect, alter or
terminate on a change of control of the Company following a takeover bid.
The Company has committed debt facilities and has issued US$975 million senior bonds and
US$300 million unsecured convertible bonds, all of which are directly or indirectly subject to
change of control provisions, albeit neither the facilities, the senior bonds nor the convertible
bonds necessarily require mandatory prepayment on a change of control and the convertible
bonds are not automatically converted on a change of control.
The Shareholders’ Agreement, details of which are set out on page 96, will terminate either
if: (i) the shares of the Company cease to be listed on the premium listing segment of the
Official List and traded on the London Stock Exchange; (ii) no founding shareholder holds 3%
or more of the shares of the Company; or (iii) there is only one founding shareholder who
holds 3% or more of the shares in the Company and none of Quantum Strategic Partners, Ltd,
Lath Holdings, Ltd or Millicom Holding B.V. holds 10% or more of the shares of the Company.
Political donations and expenditure
The Company made no donations to any political party or other political organisation during
the year. The Company has the authority, pursuant to the 2022 AGM, to make political
donations not exceeding £50,000 and incur political expenditure not exceeding £50,000 in
total. Further details of this authority can be found in the Notice of the 2022 AGM. This
authority, which was not exercised during 2022 or to the date of this report, will expire at the
conclusion of the 2023 AGM, when the Directors will propose that the authority is renewed.
Auditor and audit information
External auditor
A resolution to reappoint Deloitte LLP as external auditor will be proposed at the 2023 AGM.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
– so far as they are aware, there is no relevant audit information of which the Company’s
external auditor is unaware; and
– they have taken all reasonable steps as Directors to make themselves aware of any relevant
audit information, and to establish that the Company’s external auditor is aware of that
information.
This confirmation is given, and should be interpreted, in accordance with the provisions of
section 418 of the Companies Act 2006.
The Directors’ Report was approved by the Board of Directors of Helios Towers plc on
15 March 2023 and signed on its behalf by:
Paul Barrett
General Counsel and Company Secretary
Helios Towers plc
Company Number 12134855
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Helios Towers plc Annual Report and Financial Statements 2022
Statement of Directors’ responsibilities
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and Financial Statements,
and the Group Financial Statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year.
Under the law, the Directors are required to prepare the Group Financial Statements in
accordance with United Kingdom adopted international accounting standards.
The Directors have elected to prepare the Company Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (UK GAAP), which is the United
Kingdom Accounting Standards and applicable law, including the Financial Reporting
Standard Applicable in the UK and Republic of Ireland (FRS 102). Under company law, the
Directors must not approve the accounts unless they are satisfied that they give a true and
fair view of the state of affairs of the Company, and of the profit and loss of the Company for
that period.
In preparing the parent company’s Financial Statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
– state whether applicable UK Accounting Standards have been followed, subject to any
material departures disclosed and explained in the Financial Statements; and
– prepare the Financial Statements on the going concern basis unless it is inappropriate to
presume that the company will continue in business.
In preparing the Group Financial Statements, International Accounting Standard 1 requires
that Directors:
– properly select and apply accounting policies;
– present information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;
– provide additional disclosures when compliance with the specific requirements in
international accounting standards are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity’s financial
position and financial performance; and
– make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Company, and enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and, therefore, for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ responsibility statement under the UK Corporate Governance Code
In accordance with Provision 27 of the 2018 UK Corporate Governance Code, the Directors
consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides information to enable shareholders to assess the
Company’s performance, business model and strategy.
Responsibility Statement
Each of the Directors whose names are listed on pages 87 to 88 confirm that to the best of
their knowledge:
– the Group Financial Statements, prepared in accordance with the relevant financial
reporting framework, give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group and Company and the undertakings included in the
consolidation taken as a whole;
– the Strategic Report includes a fair review of the development and performance of the
business, the position of the Company, and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face; and
– the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 15 March 2023
and is signed on its behalf by:
Tom Greenwood
Group Chief Executive Officer
Manjit Dhillon
Group Chief Financial Officer
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142 Helios Towers plc Annual Report and Financial Statements 2022
Helios Towers plc Annual Report and Financial Statements 2022
142
Delivered record Adjusted
EBITDA and operating profit
Delivered record Adjusted EBITDA
and operating profit, which is almost
exclusively driven by tenancy additions
and operational improvements.
Adjusted EBITDA Operating Profit
$283m $80m
2021: $241m 2021: $59m
Financial
Statements
143 Independent auditor’s report
152 Consolidated Income Statement
152 Consolidated Statement of Other Comprehensive Income
153 Consolidated Statement of Financial Position
154 Consolidated Statement of changes in Equity
155 Consolidated Statement of Cash Flows
156 Notes to the Consolidated Financial Statements
191 Company Statement of Financial Position
191 Company Statement of Changes in Equity
192 Notes to the Company Financial Statements
195 List of subsidiaries
196 Officers, professional advisors and shareholder information
197 Glossary
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc
Report on the audit of the Financial Statements
1. Opinion
In our opinion:
– the Financial Statements of Helios Towers plc (the ‘Company’) and its subsidiaries (the
‘Group’) give a true and fair view of the state of the Group’s and of the Company’s
affairs as at 31 December 2022 and of the Group’s loss for the year then ended;
We are independent of the Group and the Company in accordance with the ethical
requirements that are relevant to our audit of the Financial Statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services provided to the Group and Company for the year are
disclosed in note 5b to the Financial Statements. We confirm that we have not provided any
non-audit services prohibited by the FRC’s Ethical Standard to the Group or the Company.
– the Group Financial Statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards;
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
– the Company Financial Statements have been properly prepared in accordance with
3. Summary of our audit approach
United Kingdom Generally Accepted Accounting Practice, including Financial Reporting
Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland”; and
Key audit matters
– the Financial Statements have been prepared in accordance with the requirements of
the Companies Act 2006.
The key audit matters that we identified in the current year were:
– Revenue recognition and recoverability of receivables;
– Valuation of uncertain tax positions; and
– Valuation of acquired intangibles on the Oman acquisition.
Within this report, key audit matters are identified as follows:
We have audited the Financial Statements which comprise:
– the Consolidated Income Statement;
– the Consolidated Statement of Other Comprehensive Income;
– the Consolidated and Company Statements of Financial Position;
– the Consolidated and Company Statements of Changes in Equity;
– the Consolidated Statement of Cash Flows;
– the Statement of compliance and presentation of Financial Statements; and
– the related notes to the consolidated Financial Statements 1 to 31 and notes to the
Company Financial Statements 1 to 7.
The financial reporting framework that has been applied in the preparation of the Group
Financial Statements is applicable law and United Kingdom adopted international accounting
standards. The financial reporting framework that has been applied in the preparation of the
Company Financial Statements is applicable law and United Kingdom Accounting Standards,
including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in
the auditor’s responsibilities for the audit of the Financial Statements section of our report.
Materiality
Scoping
!
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
The materiality that we used for the Group Financial Statements
was US$8.5m (2021: US$7.4m) which was determined based on a
combination of 1.5% (2021: 1.6%) of revenue and 3% (2021: 3%) of
Adjusted EBITDA (as defined in note 4) benchmarks based on the
Group Financial Statements.
We have performed a full scope audit on the Group’s key trading
entities in Democratic Republic of the Congo (“DRC”), Tanzania and
Senegal. We have audited specified balances within the Group’s
trading entities in Republic of the Congo, Ghana, Madagascar, Malawi
and Oman, as well as specified balances within certain financing/head
office entities. The balances or legal entities not covered by our audit
scope were subject to analytical procedures. Based on this
assessment, our audit coverage was 87% of Group revenue (2021:
98%), 85% of Group Adjusted EBITDA (2021:96%) and 79% of Group
net assets (2021: 88%).
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
Significant changes
in our approach
We have adapted our group audit scoping in response to the Group’s
recent acquisitions in Malawi and Oman (2022) and Senegal and
Madagascar (2021) and the resulting changes in relative contributions
from the existing and new components in the Group. The following
changes were made:
– Malawi: specified balances (2021: n/a)
– Oman: specified balances (2021: n/a)
– Senegal: full scope audit (2021: specified balances)
– Ghana: specified balances (2021: full scope audit)
– Republic of the Congo: specified balances (2021: full scope audit)
– Madagascar: specified balances (2021: review at group level)
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Financial Statements of the current period and include
the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit, and directing the efforts
of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Revenue recognition and recoverability of receivables
4. Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the Financial Statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and Company’s ability to continue
to adopt the going concern basis of accounting included:
– Obtaining an understanding of the relevant controls over the Group’s forecasting process;
– Assessing the Group’s financing facilities including the nature of facilities, their repayment
terms and covenants;
– Considering the linkage of the forecasts to the Group’s business model and medium-term
risks by assessing market data and the Group’s commitments regarding climate change;
– Assessing key assumptions used in the forecasts and sensitised forecasts, the amount of
headroom, and performing further sensitivity analysis;
– Testing the mathematical accuracy of the model used to prepare the forecasts, testing
of clerical accuracy of those forecasts;
– Assessing the historical accuracy of forecasts prepared by the directors; and
– Assessing the Financial Statement disclosures in respect of going concern.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s and Company’s ability to continue as a going concern for a period of at least
twelve months from when the Financial Statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’
statement in the Financial Statements about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern
are described in the relevant sections of this report.
Key audit matter
description
Revenue is derived from leasing spaces on telecommunication
towers to mobile network operators (“MNOs”) and other fixed wireless
operators, for a monthly or quarterly fee, which is accounted for under
IFRS 15 Revenue from contracts with customers (“IFRS 15”). As set out
in the accounting policies on page 156 and note 2(a), this is generally
the consideration received or expected to be received, and takes into
account the directors’ evaluation of whether, at the time the Group
performs the services, it is probable that the Group will collect the
consideration that it is entitled to. At the balance sheet date, $16.6m
(2021: $11.0m) 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. Contract terms are generally
consistent across the group, but may be modified during their term,
the accounting for which under IFRS 15 can be complex.
The receivables balance comprises balances with MNOs and other
wireless operators and represents revenues that have previously been
recognised within the income statement. IFRS 9 Financial Instruments
requires the entity to record an impairment against receivable
balances (expected credit loss (“ECL”) provision) based on
forward-looking information. As at 31 December 2022, the Group had
recognised trade receivables totalling US$80.5m (2021: US$83.1m).
The Group has recorded an expected credit loss provision of US$5.8m
(2021: US$6.0m) against these receivables.
We have identified a key audit matter in respect of the revenue
recognition (including new contracts and contract modifications)
and recoverability of balances where there is evidence of liquidity
issues or a dispute with the customer.
Refer to notes 3, 15, 22 and the report of the Audit Committee
on page 103 of the annual report.
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
5. Key audit matters (continued)
5.1 Revenue recognition and recoverability of receivables (continued)
5.2. Valuation of uncertain tax positions
How the scope
of our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
Key audit matter
description
– we obtained an understanding of the entity’s controls relevant to
determining revenue recognition with respect to the probability of
collection and in respect of new contracts/contract modifications,
and the identification of receivables at risk of default, assessing their
recoverability and appropriate level of ECL;
– we identified revenue streams for which collection may not be
probable based on an analysis of recent payment history relative
to contractual entitlement and discussions with Group and local
management;
– we assessed the directors’ judgements relating to non-recognition
of revenue for reasonableness and compliance with the
requirements of IFRS 15;
– we identified significant new contracts (including those arising
from the Group’s acquisitions) and contract modifications during
the year, read them and evaluated the revenue recognition and
measurement with respect to the requirements of IFRS 15;
– we identified receivables which may be disputed or may not be
recoverable based on an analysis of aged items and discussions
with Group and local management;
– we agreed a sample of the debtors balances outstanding as at
year end to evidence of cash received since year-end, to the extent
collected;
– we obtained confirmations of material debtors balances and a
sample of others, and where these differed we tested reconciling
items, analysed subsequent cash receipts and tested open invoices
as at year end to assessed any remaining differences;
– we assessed the entity’s provision estimates for ECL and any
impairment of receivables for compliance with IFRS 9; and
– we assessed the disclosures in respect of material judgements
made against the requirements of IFRS 15 and IFRS 9.
How the scope
of our audit
responded to the
key audit matter
Key observations We are satisfied that the directors’ judgements in relation to
non-recognition of revenue where collection is uncertain are
reasonable, that the entity’s revenue treatment of new contracts and
contract modifications was appropriate, and that revenue related
judgements were appropriately disclosed in notes 3, 15 and 22.
We concluded that estimates of provisions for ECL and impairment of
receivables are reasonable.
The Group operates in a variety of tax jurisdictions within Africa and
the Middle East. There have been a number of tax investigations and
inspections by local tax authorities, the findings of which could result
in the imposition of fines and penalties. There is often estimation
uncertainty associated with valuing uncertain tax positions (“UTPs”)
and contingent liabilities in these jurisdictions and we therefore
consider this to be a key audit matter, as the range of possible
outcomes of the investigations and inspections can be wide. These
judgements can be complex as a result of the considerations required
over multiple tax laws and regulations, and in the current year
included consideration ongoing tax audits in certain subsidiaries,
where the estimated tax charge depends on uncertain interpretation
and application of tax law.
Refer to notes 10, 19 and the report of the Audit Committee on page 103.
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the entity’s controls relevant to the
assessment of required provisions in respect of tax investigations
and inspections and valuation of the UTPs;
– engaged tax specialists in the UK and in the relevant jurisdictions
to assist in assessing the technical treatment of UTPs and provisions
and the directors’ related judgements;
– held discussions with Group and local management and local tax
advisors to further understand current and historic UTPs;
– assessed communication between the Group and the relevant tax
authorities for all components whose tax balances are in scope;
– tested the tax provision workings and considered whether these
had been calculated in accordance with the applicable laws and
regulations of the relevant jurisdiction;
– assessed the entity’s overall UTP provision and tax-related
contingent liabilities estimates in the context of the entity’s track
record of resolving these in the past and considered whether there
was any contradictory evidence; and
– assessed the completeness and accuracy of disclosures related to
tax valuation made in the annual report.
Key observations We concluded that the tax provisions held by the entity were reasonable.
We are satisfied that tax-related contingent liabilities and uncertainties
are complete and appropriately disclosed in notes 10 and 19.
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
5. Key audit matters (continued)
5.3. Valuation of acquired intangibles on the Oman acquisition
Key audit matter
description
During the year, the Group accounted for the purchase of a 70%
controlling interest in Oman Tech Infrastructure in accordance with
the requirements of IFRS 3 Business Combinations (“IFRS 3”) and
recognised US$340.4m of intangible assets (comprising $330.5m of
customer relationships and US$9.9m of goodwill).
The determination of the fair value of the acquired intangible assets
(with the assistance of the entity’s external valuations expert) relies on
certain assumptions and estimates of future trading performance
which include forecast revenues from customer relationships, their
expected lives, forecast costs and tax rates.
We identified the valuation of the acquired intangible assets arising
from the Oman acquisition as a key audit matter due to the
judgements involved in determining the value of intangibles.
Refer to note 31 and the report of the Audit Committee on page 103.
How the scope
of our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the entity’s controls relevant to the
acquisition accounting, in particular the identification and
measurement of acquired intangibles and controls over the
acquisition accounting and related estimates and assumptions;
– analysed the directors’ paper on the acquisition and assessed
the accounting treatment in accordance with the requirements
of IFRS 3;
– assessed the competence, capability and objectivity of the
entity’s expert;
– engaged valuations specialists to assist in evaluating the
methodology and key assumptions used in the valuation of the
intangible assets acquired;
– benchmarked discount rates against external market sources;
– challenged the entity’s revenue and profit margin forecasts by
comparing with approved business plans, benchmarking against
forecasts for the Group’s other operating companies and
considered whether there was any contradictory evidence;
– assessed the methodology used to establish useful economic
lives of assets with the assistance of our valuations specialists;
– agreed data including contract length back to supporting
documentation;
– performing overall cross checks based on earnings multiples
and the weighted average return on assets;
– with the assistance of our tax specialists, assessed the tax
implications arising from this acquisition;
– reviewed the share purchase agreement to corroborate the
overall deal structure and transaction price, and agreed the
cash paid to supporting documentation; and
– assessed whether the disclosures in note 31 to the Financial
Statements are compliant with the requirements of IFRS 3.
Key observations We concluded that the estimates and assumptions made by the directors
were reasonable and that the associated accounting and disclosures
made in the annual report in Note 31 comply with IFRS 3.
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the Financial Statements that
makes it probable that the economic decisions of a reasonably knowledgeable person would
be changed or influenced. We use materiality both in planning the scope of our audit work
and in evaluating the results of our work.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of US$425,000 (2021: US$370,000), as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds. We also report
to the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the Financial Statements.
Based on our professional judgement, we determined materiality for the Financial
Statements as a whole as follows:
Group Financial Statements
Company Financial Statements
Materiality
US$8,500,000 (2021: US$7,400,000) US$3,400,000 (2021: US$2,960,000)
Basis for
determining
materiality
Rationale
for the
benchmark
applied
Materiality has been determined as a
combination of 1.5% (2021: 1.6%) of
revenue and 4% (2021: 3%) of
Adjusted EBITDA (as defined in note
4) benchmarks derived from the
Group Financial Statements.
We believe that the revenue and
Adjusted EBITDA metrics reflect the
underlying performance of the Group,
and given the importance attached to
these metrics by investors and other
readers of the Financial Statements,
we concluded that these were the
most appropriate metrics to use.
Company materiality used in our
audit has been determined as 1%
(2021: 1%) of net assets, which is
capped at 40% (2021: 40%) of
Group materiality.
The Company acts principally as a
holding company and therefore net
assets is a key measure for this
entity.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group
level. Although the Group has operating companies within Tanzania, Democratic Republic of
the Congo, Ghana, the Republic of the Congo, Senegal, South Africa, Madagascar, Malawi and
Oman, the majority of its accounting function and supporting accounting records are located
at its central office in the United Kingdom.
Therefore, based on the above risk assessment, a significant proportion of our audit effort is
concentrated at a Group level. There was limited use of local audit teams, under the Group
team’s direction, to perform certain specified audit procedures as further described in section
7.3 below.
The statutory operating companies in the Democratic Republic of Congo, Senegal and
Tanzania were in full audit scope for the current year. In 2021 Ghana and the Republic of Congo
were also in full audit scope; in 2022 their relative contribution to the group was less due to new
acquisitions and therefore the scope was reduced. We performed specified audit procedures
only on the other operating companies. Our component materiality ranged from US$2.2m to
US$3.6m (2021: US$2.1m to US$3.4m).
Based on this approach, audit coverage over revenue was 87% (2021: 98%), Adjusted EBITDA
85% (2021: 96%) and net assets 79% (2021: 88%):
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability
that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the
Financial Statements as a whole.
10%
Group Financial Statements
Parent company Financial
Statements
70% (2021: 70%) of Group materiality 70% (2021: 70%) of Company
materiality.
In determining performance materiality, we considered:
– the Group’s overall control environment; and
– the level of uncorrected misstatements identified in previous periods.
Performance
materiality
Basis and rationale
for determining
performance
materiality
13%
15%
20%
Revenue
15%
Adjusted
EBITDA
28%
Net Assets
77%
70%
52%
Full audit scope
Specified audit procedures
Review at group level
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 148
Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
7. An overview of the scope of our audit (continued)
7.2. Our consideration of the control environment
In 2022, in order to assess appropriateness of the controls over the financial reporting and
revenue IT systems, we engaged our IT audit specialists to evaluate controls over change
management, user access and segregation of duties and we were able to place reliance on those
controls. We tested the manual controls of revenue (including accrued and deferred amounts at
the period end) and concluded that they operated effectively.
7.4. Working with other auditors
Because of the level of centralisation in the operations of the Group, as described in section
7.1, the audits of all components were led by the Group audit team, with limited use of local
audit teams to assist us in specific areas where local presence and/or knowledge was
important, such as inventory counts, fixed asset verifications and assessment of uncertain tax
positions. We exercised close supervision and oversight of local audit teams through the
performance of the following procedures:
We also obtained an understanding of the relevant controls over receivables, expenses,
inventories, fixed assets, budgeting and forecasting, taxation and financial reporting
including journal entries and confirmed that they were appropriately designed.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the
Group’s business and its Financial Statements.
As a part of our audit, we obtained the directors’ climate-related risk assessment and held
discussions with them to understand the process of identifying climate-related risks, the
determination of mitigating actions and the impact on the Group’s Financial Statements. As
explained on page 165, the key areas considered in the consolidated Financial Statements
were the impact of the Group’s net zero commitments on forecasts used in the going concern
model and impairment assessments. Other than the appropriate inclusion of these
commitments in the Group’s forecasts, they concluded there was no material impact arising from
climate change on the judgements and estimates made in the current year Financial Statements.
We performed our own qualitative risk assessment of the potential impact of climate change on
the Group’s account balances and classes of transaction and did not identify any reasonably
possible risks of material misstatement arising from climate change. Our procedures included
reading disclosures included in the Strategic Report, including those about the Group’s climate
change commitments and the TCFD disclosures to consider whether they are materially
consistent with the Financial Statements and our knowledge obtained in our audit work,
particularly our work on the Group’s impairment and going concern cash flow forecasts.
– we sent detailed instructions to all local audit teams specifying the procedures required;
– we included local audit teams in team briefings, planning meetings and component risk
assessments as relevant to their work; and
– we reviewed working papers prepared by local audit teams and related deliverables
submitted to us.
Although we did not visit overseas components, this did not have an impact on our ability
to review local audit teams’ work. Instead, we have continued to have more frequent
communications with our local audit teams throughout the audit process, such as conducting
meetings with local audit teams via video conferencing.
8. Other information
The other information comprises the information included in the annual report, other than
the Financial Statements and our auditor’s report thereon. The Directors are responsible
for the other information contained within the annual report. Our opinion on the Financial
Statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the Financial Statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the Financial
Statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Financial StatementsGovernance ReportStrategic Report 149
Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
9. Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are
responsible for the preparation of the Financial Statements and for being satisfied that they
give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of Financial Statements that are free from material misstatement,
whether due to fraud or error.
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
In preparing the Financial Statements, the Directors are responsible for assessing the Group’s
and the Company’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 Group or the Company or to cease operations, or have
no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance
including the design of the Group’s remuneration policies, key drivers for Directors’
remuneration, bonus levels and performance targets;
– results of our enquiries of management, internal compliance, the directors and the audit
committee about their own identification and assessment of the risks of irregularities;
– any matters we identified having obtained and reviewed the Group’s documentation of
their policies and procedures relating to:
–
identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any
actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
– the matters discussed among the audit engagement team including component audit
teams and relevant internal specialists, including tax, valuations, IT, and forensic
specialists regarding how and where fraud might occur in the Financial Statements
and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud in revenue
recognition and bribery and kickbacks. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on
the determination of material amounts and disclosures in the Financial Statements. The key
laws and regulations we considered in this context included the UK Companies Act, UK
Corporate Governance Code, Listing Rules and Tax legislation.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 150
Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud (continued)
11.1 Identifying and assessing potential risks related to irregularities (continued)
In addition, we considered provisions of other laws and regulations that do not have a direct
effect on the Financial Statements but compliance with which may be fundamental to the
Group’s ability to operate or to avoid a material penalty. These included the Group’s
adherence to telecommunication and environmental regulations.
11.2. Audit response to risks identified
As a result of performing the above, we identified revenue recognition as a key audit matter
related to the potential risk of fraud. The key audit matters section of our report explains the
matter in more detail and also describes the specific procedures we performed in response
to this key audit matter. In addition to the above, our procedures to respond to fraud risks
identified included the following:
– reviewing the Financial Statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a
direct effect on the Financial Statements;
– enquiring of management, the directors, the audit committee and in-house legal counsel
concerning actual and potential litigation and claims;
– performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax and regulatory authorities;
– in addressing the risks of material fraud in petty cash and bribery and kickbacks, in
consultation with our forensic specialists we assessed the potential for material
misstatement. Our audit procedures included focussed testing on unusual transactions and
reviewing output from the Group’s whistleblowing hotline; and
– in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the Directors’ report for the financial
year for which the Financial Statements are prepared is consistent with the Financial
Statements; and
– the strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Company and their
environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the Directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
the Financial Statements and our knowledge obtained during the audit:
– the Directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified set out on page
72;
– the Directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 72;
– the Directors’ statement on fair, balanced and understandable set out on page 141;
– the board’s confirmation that it has carried out a robust assessment of the emerging
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and significant component audit
teams, and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
and principal risks set out on page 58;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems 107 to 108; and
– the section describing the work of the audit committee set out on page 103.
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Helios Towers plc Annual Report and Financial Statements 2022
Independent auditor’s report to the members of Helios Towers plc continued
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the Company, or returns adequate
for our audit have not been received from branches not visited by us; or
– the Company Financial Statements are not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters..
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain
disclosures of Directors’ remuneration have not been made or the part of the Directors’
remuneration report to be audited is not in agreement with the accounting records and
returns.
We have nothing to report in this regard.
15. Other matters which we are required to address
15.1. Auditor tenure
The Company was incorporated on 1 August 2019. We were appointed on 1 October 2019 by
the Directors to audit the Financial Statements for the period ended 31 December 2019 and
subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments is 4 years, covering the years ended 31 December
2019 to 31 December 2022.
However, we were appointed on 18 November 2010 for other Group entities (including the
former parent company Helios Towers Ltd) to audit the Financial Statements for the year
ended 31 December 2010. Following a competitive tender process, we were reappointed to
audit the Financial Statements for the period ending 31 December 2022 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments is therefore 13 years, covering the years ended 31 December 2010 to
31 December 2022.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are
required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the Company’s members those matters we are required to state to them in an
auditor’s 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 and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.14R, these Financial Statements form part of the European Single Electronic
Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of
the UK FCA in accordance with the ESEF Regulatory Technical Standard (ESEF RTS). This
auditor’s report provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS.
Bevan Whitehead FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
15 March 2023
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
Loss after tax for the year
Other comprehensive (loss)/gain:
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations
Total comprehensive loss for the year, net of tax
Total comprehensive loss attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive loss for the year
2022
US$m
2021
US$m
(171.4)
(156.2)
(5.5)
3.3
(176.9)
(152.9)
(176.4)
(0.5)
(176.9)
(152.9)
–
(152.9)
The accompanying Notes form an integral part of these Financial Statements.
152
Helios Towers plc Annual Report and Financial Statements 2022
Consolidated Income Statement
For the year ended 31 December
Revenue
Cost of sales
Gross profit
Administrative expenses
Loss on disposal of property, plant and equipment
Operating profit
Interest receivable
Other gains and (losses)
Finance costs
Loss before tax
Tax expense
Loss after tax for the year
Loss attributable to:
Owners of the Company
Non-controlling interests
Loss for the year
Loss per share:
Basic loss per share (cents)
Diluted loss per share (cents)
Note
3
5a
8
24
9
10
2022
US$m
560.7
(365.9)
194.8
(114.1)
(0.4)
80.3
1.8
(51.4)
(193.2)
(162.5)
(8.9)
2021
US$m
449.1
(295.3)
153.8
(94.3)
(0.5)
59.0
0.7
(28.0)
(151.1)
(119.4)
(36.8)
(171.4)
(156.2)
(171.5)
0.1
(171.4)
(156.2)
–
(156.2)
29
29
(16)
(16)
(15)
(15)
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Financial StatementsGovernance ReportStrategic Report 153
Helios Towers plc Annual Report and Financial Statements 2022
Consolidated Statement of Financial Position
As at 31 December
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Derivative financial assets
Current assets
Inventories
Trade and other receivables
Prepayments
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Other reserves
Convertible bond reserves
Share-based payments reserves
Treasury shares
Translation reserve
Retained earnings
Equity attributable to owners
Non-controlling interest
Total equity
1 Restatement on finalisation of acquisition accounting; see note 31(c) page 190.
Note
11
12a
12b
26
14
15
16
17
18
18
20
25
18
2022
US$m
583.5
931.4
200.0
2.8
2021
US$m
(Restated)1
Liabilities
Current liabilities
Trade and other payables
Short-term lease liabilities
Loans
231.4
708.2
161.1
57.7
1,717.7
1,158.4
14.6
246.8
45.7
119.6
426.7
10.5
191.5
43.3
528.9
774.2
2,144.4
1,932.6
Non-current liabilities
Deferred tax liabilities
Long-term lease liabilities
Loans
Minority interest buyout liability
Total liabilities
Total equity and liabilities
Note
19
21
20
21
20
2022
US$m
244.7
34.1
19.9
298.7
50.1
191.9
1,551.7
2.7
1,796.4
2,095.1
2,144.4
2021
US$m
(Restated)
247.5
33.0
2.8
283.3
39.7
148.9
1,292.7
–
1,481.3
1,764.6
1,932.6
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on
15 March 2023 and signed on its behalf by:
Tom Greenwood
Manjit Dhillon
13.5
105.6
(87.0)
52.7
23.2
(1.1)
(93.5)
(5.1)
8.3
41.0
49.3
13.5
105.6
(87.0)
52.7
19.6
(1.1)
(88.6)
153.3
168.0
–
168.0
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 154
Helios Towers plc Annual Report and Financial Statements 2022
Consolidated Statement of Changes in Equity
For the year ended 31 December
Balance at 1 January 2021
Loss for the year
Other comprehensive loss
Total comprehensive loss for the year
Transactions with owners:
Issue of share capital
Convertible bond reserves
Share-based payments
Transfer of treasury shares
Capital contribution
Balance at 31 December 2021
Loss for the year
Other comprehensive loss
Total comprehensive loss for the year
Transactions with owners:
Issue of share capital
Non-controlling interests (Note 30)
Share-based payments
Buyout Obligation Liability
Note
25
10
25
Share
capital
US$m
12.8
–
–
–
0.7
–
–
–
–
13.5
–
–
–
–
–
–
–
Share
premium
US$m
Other
reserves
US$m
Treasury
shares
US$m
Share-based
payments
reserves
US$m
Convertible
bond
reserves
US$m
Translation
reserve
US$m
Retained
earnings
US$m
Attributable
to the owners
of the
Company
US$m
Non–
controlling
interest (NCI)
US$m
–
–
–
–
105.6
–
–
–
–
105.6
–
–
–
–
–
–
–
(87.0)
(2.3)
18.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1.2
–
–
–
–
–
–
2.4
(1.2)
–
(87.0)
(1.1)
19.6
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.6
–
–
–
–
–
–
52.7
–
–
–
52.7
–
–
–
–
–
–
–
(91.9)
280.3
130.3
(156.2)
–
(156.2)
3.3
(156.2)
(152.9)
(88.6)
153.3
(171.5)
(171.5)
–
(4.9)
(171.5)
(176.4)
–
–
–
–
29.2
13.1
–
–
–
106.3
52.7
2.4
–
29.2
168.0
13.1
–
3.6
–
8.3
–
3.3
3.3
–
–
–
–
–
–
(4.9)
(4.9)
–
–
–
–
Total
equity
US$m
130.3
(156.2)
3.3
(152.9)
106.3
52.7
2.4
–
29.2
168.0
(171.4)
(5.5)
(176.9)
13.1
48.1
3.6
(6.6)
49.3
–
–
–
–
–
–
–
–
–
–
0.1
(0.6)
(0.5)
–
48.1
–
(6.6)
41.0
Balance at 31 December 2022
13.5
105.6
(87.0)
(1.1)
23.2
52.7
(93.5)
(5.1)
In March 2021 the Group issued US$250 million of convertible bonds with a coupon of 2.875%, due in 2027. In June 2021 the Group tapped the bond for an aggregate principal amount of
US$50 million. On initial recognition of the convertible bond and the convertible bond tap, a liability and equity reserve component were recognised being US$242.4 million and US$52.7
million respectively including transaction costs.
Share-based payments reserves relate to share options awarded. See Note 25.
Translation reserve relates to the translation of the Financial Statements of overseas subsidiaries into the presentational currency of the Consolidated Financial Statements.
Included in other reserves is the merger accounting reserve which arose on Group reorganisation in 2019 and is the difference between the carrying value of the net assets acquired and the
nominal value of the share capital.
The accompanying Notes form an integral part of these Financial Statements.
Financial StatementsGovernance ReportStrategic Report 155
Helios Towers plc Annual Report and Financial Statements 2022
Consolidated Statement of Cash Flows
For the year ended 31 December
Cash flows from operating activities
Loss for the year before tax
Adjustments for:
Other gains and (losses)
Finance costs
Interest receivable
Depreciation and amortisation on property, plant and
equipment
Share-based payments and long-term incentive plans
Loss on disposal of property, plant and equipment
Operating cash flows before movements in working capital
Movement in working capital:
(Increase) in inventories
(Increase) in trade and other receivables
(Increase) in prepayments
Increase/(Decrease) in trade and other payables
Cash generated from operations
Interest paid
Tax paid
Net cash generated from operating activities
Note
2022
US$m
2021
US$m
(162.5)
(119.4)
24
9
8
11, 12
25
10
51.4
193.2
(1.8)
178.5
4.5
0.4
263.7
(3.3)
(79.0)
(2.0)
13.8
193.2
(121.8)
(20.3)
51.1
28.0
151.1
(0.7)
159.8
2.0
0.5
221.3
(1.6)
(18.1)
(4.6)
(1.1)
195.9
(111.7)
(48.3)
35.9
Note
2022
US$m
2021
US$m
Cash flows from investing activities
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
Acquisition of subsidiaries (net of cash acquired)
Proceeds on disposal of property, plant and equipment
Interest received
31
Net cash used in investing activities
Cash flows from financing activities
Gross proceeds from issue of equity share capital
Share issue costs
Transactions with non-controlling interests
Loan drawdowns
Loan issue costs
Repayment of loan
Repayment of lease liabilities
Capital contributions
Net cash (used in)/generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Foreign exchange on translation movement
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
(244.4)
(3.4)
(135.6)
0.1
1.8
(381.5)
–
–
11.8
280.6
(7.2)
(341.0)
(18.8)
–
(74.6)
(405.0)
(4.3)
528.9
119.6
(168.5)
(2.0)
(238.2)
0.5
0.6
(407.6)
109.3
(3.0)
–
367.6
(15.8)
–
(13.3)
29.2
474.0
102.3
(2.1)
428.7
528.9
The accompanying Notes form an integral part of these Financial Statements.
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Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements
For the year ended 31 December 2022
1. Statement of compliance and presentation of financial statements
Helios Towers plc (the ‘Company’), together with its subsidiaries (collectively, ‘Helios’, or the
‘Group’), is an independent tower company, with operations across nine countries. Helios
Towers plc is a public limited company incorporated and domiciled in the UK, and registered
under the laws of England & Wales under company number 12134855 with its registered
address at 10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom. In
October 2019, the ordinary shares of Helios Towers plc were admitted to the premium listing
segment of the Official List of the UK Financial Conduct Authority and trade on the London
Stock Exchange Plc’s main market for listed securities.
The Company and entities controlled by the Company are disclosed in Note 13. The principal
accounting policies adopted by the Group are set out in Note 2. These policies have been
consistently applied to all periods presented.
2(a). Accounting policies
Basis of preparation
The Group’s Financial Statements are prepared in accordance with International Financial
Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS
Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
The Financial Statements have been prepared on the historical cost basis, except for the
revaluation of certain financial instruments that are measured at fair value at the end of each
reporting period. The Financial Statements are presented in United States Dollars (US$) and
rounded to the nearest hundred thousand (US$0.1 million) except when otherwise indicated.
Comparatives are updated where appropriate.
The principal accounting policies adopted are set out below.
Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company
and entities controlled by the Company (its subsidiaries) made up to 31 December each year.
Control is achieved when the Company:
– has the power over the investee;
– is exposed, or has rights, to variable return from its involvement with the investee; and
– has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary
and ceases when the Company loses control of the subsidiary. Specifically, the results of
subsidiaries acquired or disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the date the Company
gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total comprehensive income of
the subsidiaries is attributed to the owners of the Company and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring
the accounting policies used in line with the Group’s accounting policies.
All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between the members of the Group are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity
therein. Those interests of non-controlling shareholders that have present ownership
interests entitling their holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling interests’ proportionate share of
the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on
an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at
fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests’ share of
subsequent changes in equity.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are
accounted for as equity transactions. The carrying amount of the Group’s interests and the
non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to the owners of the Company.
Going concern
The Directors believe that the Group is well placed to manage its business risks successfully,
despite the current uncertain economic outlook in the wider 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
debt facilities (Note 20).
Financial StatementsGovernance ReportStrategic Report 157
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Going concern (continued)
As part of their regular assessment of the Group’s working capital and financing position, the
Directors have prepared a detailed trading and cash flow forecast for a period which covers
at least 12 months after the date of approval of the Consolidated Financial Statements,
together with sensitivities and a ‘reasonable worst case’ stress scenario. In assessing the
forecasts, the Directors have considered:
– trading and operating risks presented by the conditions in the operating markets;
– the impact of macroeconomic factors, particularly inflation, interest rates and foreign
exchange rates;
– climate change risks and initiatives, including the Group’s Project 100 initiative;
– the availability of the Group’s funding arrangements, including loan covenants and non-
reliance 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,
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred in a business combination in accordance with IFRS 3 Business Combinations
(IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair
values of assets transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interest issued by the Group in exchange for control of
the acquiree. The identifiable assets, liabilities and contingent liabilities (identifiable net
assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs
are expensed as incurred and included in administrative expenses.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are
recognised at their fair value at the acquisition date, except that:
– uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related
to employee benefit arrangements are recognised and measured in accordance with IAS 12
Income Taxes and IAS 19 Employee Benefits respectively;
– liabilities or equity instruments related to share-based payment arrangements of the
acquiree or share-based payment arrangements of the Group entered into to replace
share-based payment arrangements of the acquiree are measured in accordance with
IFRS 2 Share-Based Payments at the acquisition date (see below); and
including the deferral of discretionary overheads and other expenditures.
– assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5
In particular for the current year, the Directors have considered the impact of rising 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 Consolidated Financial
Statements.
New accounting policies in 2022
In the current financial year, the Group has adopted the following new and revised Standards,
Amendments and Interpretations. Their adoption has not had a significant impact on the
amounts reported in these Financial Statements:
– Amendments to IFRS 3: Reference to the Conceptual Framework, Amendments to IAS 16:
Property, Plant and Equipment—Proceeds before Intended Use, Amendments to IAS 37:
Onerous Contracts – Cost of fulfilling a Contract, Annual Improvements to IFRS Standards:
2018–2020 Cycle, Amendments to IFRS 1: First-time Adoption of International Financial
Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41: Agriculture.
Non-current Assets Held for Sale and Discontinued Operations are measured in
accordance with that Standard.
When the Group acquires a business, it assesses the financial assets and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date. Goodwill is
initially measured at cost, being the excess of the aggregate of the consideration transferred,
the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer’s
previously held equity interest in the acquired (if any) over the net of the fair values of
acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the gain is recognised in profit or loss. Goodwill is
capitalised as an intangible asset with any subsequent impairment in carrying value being
charged to the consolidated statement of profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the items
for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period (a period of no more than 12 months), or additional assets or liabilities
are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised
as of that date.
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Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Business combinations and goodwill (continued)
When the consideration transferred by the Group in a business combination includes a
contingent consideration arrangement, the contingent consideration is measured at its
acquisition date fair value and included as part of the consideration transferred in a
business combination. Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding
adjustments against goodwill. The carrying value of contingent consideration is the
present value of those cash flows (when the effect of the time value of money is material).
Measurement period adjustments are adjustments that arise from additional information
obtained during the ‘measurement period’ (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
Subsequently, changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments are recognised in the income statement, when contingent
consideration amounts are remeasured to fair value at subsequent reporting dates.
After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. For the purpose of impairment testing, goodwill acquired in a business combination is,
from the acquisition date, allocated to the cash-generating units (CGU) that are expected to
benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.
CGUs to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the CGU is less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment
loss is recognised directly in profit or loss. An impairment loss recognised for goodwill is not
able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable
amount of goodwill is included in the determination of the profit or loss on disposal.
Revenue recognition
The Group recognises revenue from the rendering of tower services provided by utilisation of
the Group’s tower infrastructure pursuant to written contracts with its customers. The Group
applies the five-step model in IFRS 15 Revenue from Contracts with Customers (IFRS 15).
Prescriptive guidance in IFRS 15 is followed to deal with specific scenarios and details of the
impact of IFRS 15 on the Group’s Consolidated Financial Statements are described below.
Revenue is not recognised if uncertainties over a customer’s intention and ability to pay
means that collection is not probable.
On inception of the contract a ‘performance obligation’ is identified based on each of the
distinct goods or services promised to the customer. The consideration specified in the
contract with the customer is allocated to a performance obligation identified based on
their relative standalone selling prices. In line with IFRS 15, the Group has one material
performance obligation, which is providing a series of distinct tower space and site services.
This performance obligation includes fees for the provision of tower infrastructure, power
escalations and tower service contracts. This is the only material performance obligation for
the Group at the balance sheet date.
Revenue from these services is recognised as the performance obligation is satisfied over
time using the time elapsed output method for each customer to measure the Group’s
progress under the contract. Customers are usually billed in advance creating a deferred
income which is then recognised as the performance obligation is met over a straight-line
basis. Amounts billed in arrears are recognised as contract assets.
Revenue is measured at the fair value of the consideration received or expected to be
received and represents amounts receivable for services provided in the normal course of
business, less VAT and other sales-related taxes. Where refunds are issued to customers,
they are deducted from revenue in the relevant service period.
The entire estimated loss for a contract is recognised immediately when there is evidence
that the contract is unprofitable. If these estimates indicate that any contract will be less
profitable than previously forecasted, contract assets may have to be written down to the
extent they are no longer considered to be fully recoverable. We perform ongoing
profitability reviews of our contracts in order to determine whether the latest estimates are
appropriate. Key factors reviewed include:
– transaction volumes or other inputs affecting future revenues which can vary depending
on customer requirements, plans, market position and other factors such as general
economic conditions;
– the status of commercial relations with customers and the implications for future revenue
and cost projections;
– our estimates of future staff and third-party costs and the degree to which cost savings
and efficiencies are deliverable
The direct and incremental costs of acquiring a contract including, for example, certain
commissions payable to staff or agents for acquiring customers on behalf of the Group, are
recognised as contract acquisition cost assets in the statement of financial position when the
related payment obligation is recorded. Costs are recognised as an expense in line with the
recognition of the related revenue that is expected to be earned by the Group; typically, this
is over the customer contract period as new commissions are payable on contract renewal.
Financial StatementsGovernance ReportStrategic Report 159
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Foreign currency translation
The individual Financial Statements of each Group company are presented in the currency of
the primary economic environment in which it operates (its functional currency). For the
purpose of the Consolidated Financial Statements, the results and financial position of each
Group company are expressed in United States Dollars (US$), which is the functional
currency of the Company, and the presentation currency for the Consolidated Financial
Statements.
In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of
the Group’s foreign operations are translated at exchange rates prevailing on the reporting
date. Income and expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that period, in which case the exchange
rates at the date of transactions are used. Exchange differences arising, if any, are recognised
in other comprehensive income and accumulated in a separate component of equity
(attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a
foreign operation, or a disposal involving loss of control over a subsidiary that includes a
foreign operation, or a partial disposal of an interest in a joint arrangement or an associate
that includes a foreign operation of which the retained interest become a financial asset), all
of the exchange differences accumulated in a separate component of equity in respect of
that operation attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation
that does not result in the Group losing control over the subsidiary, the proportionate share
of accumulated exchange differences are re-attributed to non-controlling interests and are
not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of
associates or joint arrangements that do not result in the Group losing significant influence or
joint control), the proportionate share of the accumulated exchange differences is reclassified
to profit or loss.
Financial assets
Financial assets within the scope of IFRS 9 are classified as financial assets at initial recognition,
as subsequently measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
The Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value
through OCI, it needs to give rise to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.
Financial assets at fair value through profit or loss include financial assets held for trading,
financial assets designated upon initial recognition at fair value through profit or loss, or
financial assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or repurchasing in
the near term. Financial assets with cash flows that are not solely payments of principal and
interest are classified and measured at fair value through profit or loss, irrespective of the
business model. Financial assets at fair value through profit or loss are carried in the
statement of financial position at fair value with net changes in fair value recognised in the
statement of profit or loss.
At the current reporting period the Group did not elect to classify any financial instruments
as fair value through OCI.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e. removed from the Group’s consolidated
statement of financial position) when:
– the rights to receive cash flows from the asset have expired; or
– the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party.
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Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Financial liabilities
Financial liabilities within the scope of IFRS 9 are classified, at initial recognition, as financial
liabilities at fair value through profit or loss. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group’s financial liabilities include trade and other payables and loans
and borrowings.
The subsequent measurement of financial liabilities depends on their classification, as
described below:
(a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss. Gains or losses on liabilities held for trading are recognised in the statement
of profit or loss. Financial liabilities designated upon initial recognition at fair value through
profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9
are satisfied.
(b) Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate (EIR) method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised as well as through the EIR
amortisation process. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss.
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.
Embedded derivatives
A derivative may be embedded in a non-derivative ‘host contract’ such as put and call options
over loans. Such combinations are known as hybrid instruments. If a hybrid contract contains
a host that is a financial asset within the scope of IFRS 9, then the relevant classification and
measurement requirements are applied to the entire contract at the date of initial recognition.
Should the host contract not be a financial asset within the scope of IFRS 9, the embedded
derivative is separated from the host contract, if it is not closely related to the host contract,
and accounted for as a standalone derivative. Where the embedded derivative is separated,
the host contract is accounted for in accordance with its relevant accounting policy, unless the
entire instrument is designated at FVTPL in accordance with IFRS 9.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
consolidated statement of financial position if there is a currently enforceable legal right to
offset the recognised amounts and there is an intention to settle on a net basis, or to realise
the assets and settle the liabilities simultaneously.
Leases
The Group applies IFRS 16 Leases. The Group holds leases primarily on land, buildings and
motor vehicles used in the ordinary course of business. Based on the accounting policy
applied the Group recognises a right-of-use asset and a lease liability at the commencement
date of the contract for all leases conveying the right to control the use of an identified asset
for a period of time. The commencement date is the date on which a lessor makes an
underlying asset available for use by a lessee.
The right-of-use assets are initially measured at cost, which comprises:
– the amount of the initial measurement of the lease liability;
– any lease payments made at or before the commencement date, less any lease incentives
received; and
– any initial direct costs incurred by the lessee.
After the commencement date the right-of-use assets are measured at cost less any
accumulated depreciation and any accumulated impairment losses and adjusted for any
remeasurement of the lease liability.
The Group depreciates the right-of-use asset from the commencement date to the end of the
lease term. The lease liability is initially measured at the present value of the lease payments
that are not paid at that date. These include:
– fixed payments, less any lease incentives receivable.
The lease payments are discounted using the incremental borrowing rate at the
commencement of the lease contract or modification. Generally, it is not possible to
determine the interest rate implicit in the land and building leases. The incremental borrowing
rate is estimated taking account of the economic environment of the lease, the currency of
the lease and the lease term. The lease term determined by the Group comprises:
– non-cancellable period of lease contracts;
– periods covered by an option to extend the lease if the Group is reasonably certain to
exercise that option; and
– periods covered by an option to terminate the lease if the Group is reasonably certain not
to exercise that option.
Financial StatementsGovernance ReportStrategic Report 161
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Leases (continued)
After the commencement date the Group measures the lease liability by:
– increasing the carrying amount to reflect interest on the lease liability;
– reducing the carrying amount to reflect lease payments made; and
– remeasuring the carrying amount to reflect any reassessment or lease modifications.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or production cost
less accumulated depreciation and impairment losses, if any.
Assets in the course of construction for production, supply or administrative purposes, are
carried at cost, less any recognised impairment loss. Cost includes material and labour and
professional fees in accordance with the Group’s accounting policy, and only those costs
directly attributable to bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management are capitalised. Depreciation of
these assets, on the same basis as other assets, commences when the assets are ready for
their intended use. Borrowing costs are not captialised as assets are generally constructed in
substantially less than one year.
Freehold land is not depreciated.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives,
using the straight-line method, on the following bases:
Site assets – towers
Site assets – generators
Site assets – plant & machinery
Fixtures and fittings
IT equipment
Motor vehicles
Leasehold improvements
Up to 15 years
8 years
3–5 years
3 years
3 years
5 years
5–10 years
Directly attributable costs of acquiring tower assets are capitalised together with the towers
acquired and depreciated over a period of up to 15 years in line with the assets estimated
useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from continued use of the asset. Any gain or loss
arising on disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sale proceeds and the carrying amount of the asset and is
recognised in profit and loss.
Intangible assets
Contract-acquired-related intangible assets with finite useful lives are carried at cost less
accumulated amortisation and accumulated impairment losses. They are amortised on a
straight-line basis over the life of the contract.
Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date (which is regarded
as their cost). Subsequent to initial recognition, intangible assets acquired in a business
combination are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.
Amortisation is charged so as to write off the cost of assets over their estimated useful lives,
using the straight-line method, on the following bases:
Customer contracts
Customer relationships
Colocation rights
Right of first refusal
Non-compete agreement
Computer software and licences
Amortised over their contractual lives
Up to 30 years
Amortised over their contractual lives
Amortised over their contractual lives
Amortised over their contractual lives
2–3 years
An intangible asset is derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains or losses arising from derecognition of an intangible
asset, measured as the difference between the net disposal proceeds and the carrying
amount of the asset, are recognised in profit or loss when the asset is derecognised.
Impairment of tangible and intangible assets
At each reporting date, the Directors review the carrying amounts of its goodwill, tangible
and intangible assets to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable amount of the asset
is estimated to determine the extent of the impairment loss (if any). For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows (cash-generating units – ‘CGUs’). Where the asset does not generate
cash flows that are independent from other assets, the Directors estimate the recoverable
amount of the CGU to which the asset belongs. The recoverable amount is the higher of fair
value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
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162
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Impairment of tangible and intangible assets (continued)
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
An impairment loss is recognised immediately in profit or loss. Any impairment is allocated
pro-rata across all assets in a CGU unless there is an indication that a class of asset should
be impaired in the first instance or a fair market value exists for one or more assets. Once an
asset has been written down to its fair value less costs of disposal then any remaining
impairment is allocated equally amongst all other assets.
Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is
increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (CGU) in prior years.
Reversals are allocated pro-rata across all assets in the CGU unless there is an indication
that a class of asset should be reversed in the first instance or a fair market value exists for
one or more assets. A reversal of an impairment loss is recognised in the income statement
immediately. An impairment loss recognised for goodwill is never reversed in subsequent
periods.
Related parties
For the purpose of these Financial Statements, parties are considered to be related to the
Group if they have the ability, directly or indirectly to control the Group or exercise significant
influence over the Group in making financial or operating decisions, or vice versa, or where
the Group is subject to common control or common significant influence. Related parties
may be individuals or other entities.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as an expense
when employees have rendered service entitling them to the contributions. Payments made
to state-managed retirement benefit schemes are dealt with as payments to defined
contribution schemes where the Group’s obligations under the schemes are equivalent to
those arising in a defined contribution retirement benefit scheme.
Share-based payments
The Group’s management awards employee share options, from time to time, on a
discretionary basis which are subject to vesting conditions. The economic cost of awarding
the share options to its employees is recognised as an employee benefit expense in the
income statement equivalent to the fair value of the benefit awarded over the vesting period.
For further details refer to Note 25.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and those overheads that have been incurred in bringing the inventories to their
present location and condition. Cost is calculated using the weighted average method.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits.
Short-term deposits are defined as deposits with an initial maturity of three months or less.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents for the purposes of
the Statement of Cash Flows.
Interest expense
Interest expense is recognised as interest accrues, using the effective interest method,
to the net carrying amount of the financial liability.
The effective interest method is a method of calculating the amortised cost of a financial
asset/financial liability and of allocating interest income/interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts/payments through the expected life of the financial assets/financial liabilities, or,
where appropriate, a shorter period.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profit as reported in the statement of profit or loss and other comprehensive income
because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by
the reporting date.
Financial StatementsGovernance ReportStrategic Report 163
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(a). Accounting policies (continued)
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the Financial Statements and the corresponding
tax bases used in the computation of taxable profit, and is accounted for using the statement
of financial position liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised either for taxable temporary differences arising on
investments in subsidiaries or on carrying value of taxable assets, except where the Group is
able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in
the foreseeable future. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax laws and rates that have been enacted
or substantively enacted at the reporting date. Deferred tax is charged or credited in the
profit or loss, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.
Uncertain tax positions
Provision is made for current tax liabilities where Management assess that it is probable that
the relevant taxation authority will not accept the position as filed in the tax returns. The
Group typically uses a weighted average of outcomes assessed as possible to determine the
level of provision required, unless a single best estimate of the outcome is considered to be
more appropriate. Assessments are made at the level of an individual tax uncertainty, unless
uncertainties are considered to be related, in which case they are grouped together.
Provisions, which are not discounted given the short period over which they are expected to
be utilised, are included within current tax liabilities, together with any liability for penalties,
which to date have not been significant. Any liability relating to interest on tax liabilities is
included within finance costs.
Share capital
Ordinary shares are classified as equity.
Treasury shares
Treasury shares represents the shares of Helios Towers plc that are held by the Employee
Benefit Trust (EBT). Treasury shares are recorded at cost and deducted from equity.
New accounting pronouncements
At 31 December 2022, the following Standards, Amendments and Interpretations were in
issue but not yet effective:
– IFRS 17: Insurance contracts, IFRS 10 and IAS 28 (amendments): Sale or contribution of
assets between an investor and an associate or joint venture, Amendments to IAS 1:
Classification of liabilities, Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure
of Accounting Policies, Amendments to IAS 8: Definition of Accounting Estimates,
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction, Amendments to IFRS 16: Lease Liability in a Sale and Leaseback and
Amendments to IAS 1: Non-current liabilities with Covenants.
The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets and liabilities.
The Directors do not expect that the adoption of the above Standards, Amendments and
Interpretations will have a material impact on the Financial Statements of the Group in future
periods.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 164
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(b). Critical accounting judgements and key sources of estimation uncertainty
New accounting pronouncement (continued)
In the application of the Group’s accounting policies, which are described above, the
Directors are required to make judgements (other than those involving estimations) that have
a significant impact on the amounts recognised and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are
dealt with separately below), that the Directors, have made in the process of applying the
Group’s accounting policies and that have the most significant effect on the amounts
recognised in the Financial Statements.
Revenue recognition
Revenue is recognised as service revenue in accordance with IFRS 15: Revenue from
contracts with customers. In arriving at this assessment the Directors concluded that there is
not an embedded lease, given customer contracts provide for an amount of space on a tower
rather than a specific location on a tower. Our contracts permit us, subject to certain
conditions, to relocate customer equipment on our towers in order to accommodate other
tenants. Customer consent is usually required to move equipment, however, this should not
be unreasonably withheld. The Directors believe these substitution rights are substantive,
given the practical ability to move equipment and the economics of doing so. In applying the
requirements of IFRS 15, management makes an evaluation as to whether it is probable that
the Group will collect the consideration that it is entitled to under the contract. The amount
of revenue that the Group is contractually entitled to but has not recognised is disclosed in
Note 22.
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and the
exposures to contingent liabilities related to pending litigations or other outstanding claims
subject to negotiated settlement, mediation, arbitration or government regulation, as well as
other contingent liabilities (see Note 27). Judgement is necessary to assess the likelihood
that a pending claim will succeed, or a liability will arise.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below.
Fair value of derivative financial instruments
Derivative financial instruments are held at fair value with any changes in the year reflected in
the profit and loss account. The Group’s material derivatives represent the fair value of the
put and call options embedded within the terms of the Group borrowings, which due to a
number of unobservable inputs including credit spread, and the assessment of the
probability of a change of control or major asset sale, is considered to be a Level 3 fair value.
The Group engages a third-party qualified valuer to perform the valuation, and management
works closely with the qualified external valuer to establish the appropriate valuation
techniques and inputs to the model. Further information about the valuation techniques and
inputs used in determining the fair value of the derivative financial instrument is disclosed in
Note 26.
As at the reporting date, the call option had a fair value of US$2.8 million (31 December 2021:
US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a
fair value of US$0 million (31 December 2021: US$0 million). A relative 5% increase in credit
spread would result in a nil valuation of the embedded derivatives.
Acquisition in Oman
As set out in Note 31(b) the acquisition accounting for Oman is provisional and will be
finalised in 2023. Determining fair values of intangible and tangible assets requires some
estimation uncertainty. Measurement period adjustments to previous acquisitions are set out
in Note 31.
Impairment testing
Following the assessment of the recoverable amount of goodwill allocated to the South
Africa, Senegal, Madagascar, Malawi and Oman CGUs, to which Goodwill of US$39.4 million
is allocated, the directors consider the recoverable amount of goodwill allocated to the
operating companies to be most sensitive to the number of tower opportunities in the
relevant markets and the expected growth rates in these markets, future discount rates and
operating cost and capital expenditure requirements.
An adjustment to the discount rate of South Africa 3.6%, Madagascar 3.5% and Oman of
0.4% would have a material impact. An adjustment in cash flows of South Africa (25.1%),
Madagascar (28.0%), and Oman (0.7%) would have a material impact. The adjustment
required for the long-term growth rate to have a material impact is South Africa (6.0%),
Madagascar (5.6%) and Oman (0.7%).
Financial StatementsGovernance ReportStrategic Report 165
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
2(b). Critical accounting judgements and key sources of estimation uncertainty (continued)
Key sources of estimation uncertainty (continued)
Recognition of deferred tax assets
The Group has material unrecognised deferred tax assets across a number of jurisdictions
(see note 10) which have not be recognised to date due to current period tax losses,
insufficient certainty as to future taxable profits and in the context of ongoing assessments
from local tax authorities in certain jurisdictions (see note 27). Successful resolution of such
assessments from tax authorities and greater certainty over future taxable profitability may
lead to partial recognition of currently unrecognised deferred tax assets with the next
12 months.
The Directors have considered whether certain other estimates included in the financial
statements meet the criteria to be key sources of estimation uncertainty, as follows:
Provisions for litigation
Provisions and exposures to contingent liabilities related to pending litigations or other
outstanding claims subject to negotiated settlement, mediation, arbitration or government
regulation (see Note 27) are subject to estimation uncertainty. Whilst the value of open
claims across the Group is material in aggregate, based on recent experiences of closing such
cases, the resulting adjustments are generally not material and provisions held by the Group
have accurately quantified the final amounts determined. Therefore, the Directors consider
the current provisions held by the Group to be appropriate and do not anticipate a significant
risk of a material change to the amounts accrued and provided at 31 December 2022 within
the next financial year.
Uncertain tax positions
Measurement of the Group’s tax liability involves estimation of the tax liabilities arising from
transactions in tax jurisdictions for which the ultimate tax determination is uncertain. Where
there are uncertain tax positions, the Directors assess whether it is probable that the position
adopted in tax filings will be accepted by the relevant tax authority, with the results of this
assessment determining the accounting that follows. The Group uses tax experts in all jurisdiction
when assessing uncertain tax positions and seeks the advice of external professional advisors
where appropriate. The Group’s tax provision for these matters is recognised within current tax
liabilities. The provision reflects a number of estimates where the amount of tax payable is
either currently under audit by the tax authorities or relates to a period which has yet to be
audited. These areas include the tax effects of change of control events, which are calculated
based on valuations of the company’s operations in the relevant jurisdictions, and
interpretation of taxation law relating to statutory tax filings by the Group.
The nature of the items, for which a provision is held, is such that the final outcome could
vary from the amounts recognised once a final tax determination is made. To the extent the
estimated final outcome differs from the tax that has been provided, adjustments will be
made to income tax and deferred tax balances held in the period the determination is made.
Whilst the value of open tax audit cases for payroll, VAT and corporate income taxes across
the group is material in aggregate, based on recent experiences of closing tax audit cases,
the resulting adjustments are generally not material and tax accruals and provisions held by
the Group have accurately quantified the final amounts determined. Therefore, the Directors
consider the current provisions held by the Group to be appropriate and do not anticipate a
significant risk of a material change to the amounts accrued and provided at 31 December
2022 within the next financial year.
Climate-related matters on the financial statements
The Directors have considered the effects climate-related matters may have on the financial
statements. In particular, consideration has been given to the potential impact climate
matters may have on the carrying amount of the Group’s property plant and equipment and
inventories, the impact climate change considerations and initiatives have when assessing
forecasts as part of our going concern assessment and impairment reviews, potential
financial impact that future regulatory requirements may have on financial instruments the
Group may use or the way it assesses the recognition of assets and liabilities.
While no adjustments have been made to the carrying amount of assets and liabilities in the
current year, the Group’s forecasts reflect the Group’s planned spend in respect of carbon-
intensity reduction targets. The Directors will continue to assess the impact climate-related
matters may have on the financial position and performance of the Group and reflect those in
future financial statements.
3. Segmental reporting
The following segmental information is presented in a consistent format with management
information considered by the CEO of each operating segment, and the CEO and CFO of the
Group, who are considered to be the chief operating decision makers (CODMs). Operating
segments are determined based on geographical location. All operating segments have the
same business of operating and maintaining telecoms towers and renting space on such
towers. Accounting policies are applied consistently for all operating segments. The segment
operating result used by the CODMs is Adjusted EBITDA, which is defined in Note 4.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 166
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
3. Segmental reporting (continued)
For the year to 31 December 2022
Revenue
Adjusted gross margin1
Adjusted EBITDA2
Adjusted EBITDA margin3
Financing costs
Interest costs
Foreign exchange differences
Total finance costs
Tanzania
US$m
201.4
70%
133.7
66%
DRC
US$m
205.9
57%
104.4
51%
(40.1)
(2.2)
(42.3)
(52.3)
0.3
(52.0)
Other segmental information
Non-current assets
Property, plant and equipment additions
Property, plant and equipment depreciation
and amortisation
312.9
53.8
343.6
76.7
52.9
53.3
Congo
Brazzaville
US$m
28.2
66%
13.8
49%
(6.8)
(5.7)
(12.5)
42.1
14.2
8.5
Ghana
US$m
36.6
66%
20.7
57%
(8.3)
(26.2)
(34.5)
46.5
11.3
5.5
South
Africa
US$m
9.5
74%
4.5
48%
(4.7)
(1.5)
(6.2)
59.5
13.5
3.1
Senegal
US$m
Madagascar
US$m
36.8
72%
22.0
60%
(18.3)
(7.7)
(26.0)
247.2
14.2
19.7
15.1
49%
5.7
38%
(5.7)
(0.9)
(6.6)
67.4
1.5
4.2
Malawi
US$m
23.6
40%
7.2
30%
(2.9)
(6.6)
(9.5)
69.7
52.3
1.9
Total
operating
companies
US$m
560.7
63%
314.3
56%
Oman
US$m
3.6
73%
2.3
64%
Corporate
US$m
–
–
(31.5)
–
Group
total
US$m
560.7
63%
282.8
50%
(5.2)
(0.1)
(5.3)
(144.3)
(50.6)
(194.9)
3.3
(1.6)
1.7
(141.0)
(52.2)
(193.2)
524.6
149.3
1,713.5
387.0
1.7
150.8
4.2
2.4
6.4
1,717.7
389.4
157.2
1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is loss before tax for the year, adjusted for finance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property,
plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off by management by virtue of their size and/or incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
Financial StatementsGovernance ReportStrategic Report 167
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
3. Segmental reporting (continued)
For the year to 31 December 2021
Revenue
Adjusted gross margin1
Adjusted EBITDA2
Adjusted EBITDA margin3
Financing costs
Interest costs
Foreign exchange differences
Total finance costs
Tanzania
US$m
170.4
69%
113.2
66%
(35.6)
(0.5)
(36.1)
DRC
US$m
176.4
64%
101.0
57%
(50.2)
0.3
(49.9)
Other segmental information
Non-current assets
Property, plant and equipment additions
Property, plant and equipment depreciation
and amortisation
302.1
60.0
306.6
56.7
48.9
53.2
Congo
Brazzaville
US$m
27.7
65%
13.1
47%
(10.8)
(7.1)
(17.9)
36.1
10.9
10.8
Ghana
US$m
42.8
69%
25.8
60%
(8.8)
(2.5)
(11.3)
55.4
14.5
7.7
South
Africa
US$m
6.0
75%
2.6
44%
(5.5)
(0.1)
(5.6)
52.3
9.3
3.2
Senegal
US$m
Madagascar
US$m
(Restated)
Malawi
US$m
Oman
US$m
23.4
64%
12.7
54%
(12.2)
(0.8)
(13.0)
262.9
100.1
14.7
2.4
50%
0.9
37%
(0.1)
–
(0.1)
67.3
27.9
0.5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
operating
companies
US$m
449.1
67%
269.3
60%
(123.2)
(10.7)
(133.9)
Corporate
US$m
–
–
(28.7)
–
(6.3)
(10.9)
(17.2)
Group
total
US$m
449.1
67%
240.6
54%
(129.5)
(21.6)
(151.1)
1,082.7
279.4
75.7
3.2
1,158.4
282.6
139.0
5.5
144.5
1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is loss before tax for the year, adjusted for finance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property,
plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off by management by virtue of their size and/or incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 168
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
4. Reconciliation of aggregate segment Adjusted EBITDA to loss before tax
The key segment operating result used by chief operating decision makers (CODMs) is
Adjusted EBITDA which is also used as an Alternative Performance Measure for the Group as
a whole.
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by variations in capital structures (affecting interest and finance
charges), tax positions (such as the impact of changes in effective tax rates or net operating
losses) and the age and booked depreciation on assets. The Group excludes certain items from
Adjusted EBITDA, such as loss on disposal of property, plant and equipment and other adjusting
items because it believes they are not indicative of its underlying trading performance.
5a. Operating profit
Operating profit is stated after charging the following:
Cost of inventory expensed
Auditor remuneration (see Note 5b)
Loss on disposal of property, plant and equipment
Depreciation and amortisation
Staff costs (Note 6)
5b. Audit remuneration
Statutory audit of the Company’s annual accounts
Statutory audit of the Group’s subsidiaries
Audit fees:
Interim review engagements
Other assurance services
Adjusted EBITDA is reconciled to loss before tax as follows:
Audit related assurance services
Adjusted EBITDA
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs1
Share-based payments and long-term incentive plan charges2
Loss on disposal of property, plant and equipment
Other gains and (losses)
Depreciation of property, plant and equipment
Amortisation of intangible assets
Depreciation of right-of-use assets
Interest receivable
Finance costs
Loss before tax
2022
US$m
282.8
(19.1)
(4.5)
(0.4)
(51.4)
(144.6)
(12.6)
(21.3)
1.8
(193.2)
(162.5)
2021
US$m
240.6
(19.3)
(2.0)
(0.5)
(28.0)
(142.2)
(2.3)
(15.3)
0.7
(151.1)
(119.4)
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to
operating activities commencing.
2 Share-based payments and long-term incentive plan charges and associated costs.
Total non-audit fees
Total fees
6. Staff costs
Staff costs consist of the following components:
Wages and salaries
Social security costs – employer contributions
Pension costs
2022
US$m
89.0
2.7
0.4
178.5
35.0
2021
US$m
49.0
2.8
0.5
159.8
31.7
2022
US$m
2021
US$m
0.6
1.8
2.4
0.1
0.2
0.3
0.3
2.7
2022
US$m
32.0
2.4
0.6
35.0
0.4
1.7
2.1
0.3
0.4
0.7
0.7
2.8
2021
US$m
29.0
1.9
0.8
31.7
An immaterial allocation of directly attributable staff costs is subsequently capitalised into
the cost of capital work in progress.
Financial StatementsGovernance ReportStrategic Report 169
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
6. Staff costs (continued)
The average monthly number of employees during the year was made up as follows:
10. Tax expense, tax paid and deferred tax
Operations
Legal and regulatory
Administration
Finance
Sales and marketing
7. Key management personnel compensation
Salary, fees and bonus
Pension and benefits
Share based payment charge
2022
287
61
59
108
33
548
2022
US$m
3.8
0.2
1.6
5.6
2021
239
47
51
91
33
461
2021
US$m
4.6
0.3
0.6
5.5
The above remuneration information relates to Directors in Helios Towers plc. Further details
can be found in the Directors’ Remuneration Report of the Annual Report.
8. Interest receivable
Bank interest receivable
9. Finance costs
Foreign exchange differences
Interest costs
Interest costs on lease liabilities
2022
US$m
1.8
2022
US$m
52.2
115.5
25.5
193.2
2021
US$m
0.7
2021
US$m
21.6
110.2
19.3
151.1
The year-on-year increase in foreign exchange differences is driven primarily by the
fluctuations year-on-year of the Central African Franc, Ghanaian Cedi and Malawian Kwacha.
(a) Tax expense:
Current tax
In respect of current year
Adjustment in respect of prior years
Total current tax
Deferred tax
Originating temporary differences on acquisition of subsidiary
undertakings
Originating temporary differences on capital assets
Adjustment in respect of prior years
Total deferred tax
Total tax expense
(b) Tax reconciliation:
Loss before tax
Tax computed at the local statutory tax rate
Tax effect of expenditure not deductible for tax purposes
Tax effect of income not taxable in determining taxable profit
Fixed asset timing differences
Deferred income tax movement not recognised
Prior year (under)/over provision
Change of control taxes
Minimum income taxes
Other
Total tax expense
2022
US$m
2021
US$m
19.1
(1.2)
17.9
(1.8)
(5.9)
(1.3)
(9.0)
8.9
29.5
11.7
41.2
(0.2)
(4.2)
–
(4.4)
36.8
(162.5)
(119.4)
(26.3)
28.7
–
0.4
7.6
(2.5)
–
0.3
0.7
8.9
(20.9)
39.4
(7.2)
0.9
(1.4)
11.7
12.0
0.3
2.0
36.8
The range of statutory income tax rates applicable to the Group’s operating subsidiaries is
between 15% and 30%.
As stipulated by local applicable law, minimum income and asset based taxes apply to
operating entities in Congo Brazzaville and Senegal respectively which reported tax losses
for the year ended 31 December 2022. Minimum income tax rules do not apply to the
loss-making entities in Malawi, Oman or South Africa.
A tax charge is reported in the consolidated financial statements despite a consolidated loss
for accounting purposes, as a result of losses recorded in certain holding companies in
Mauritius and UK. Such losses are not able to be group relieved against taxable profits in the
operating company jurisdictions.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 170
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
10. Tax expense, tax paid and deferred tax (continued)
The profits of the Mauritius entities are subject to taxation at the headline rate of 15%,
with eligibility for a statutory 80% exemption, subject to ongoing satisfaction of the Global
Business License conditions.
Based on recent experience of closing tax audit cases, the provisions held by the Group have
accurately quantified the final amounts determined. The Directors considered the current
provisions held by the Group to be appropriate.
Tax paid
Income tax
Change of Control Taxes funded by escrow restricted cash
Total tax paid
2022
US$m
(20.3)
–
(20.3)
2021
US$m
(19.2)
(29.1)
(48.3)
Deferred tax
As deferred tax assets and liabilities are measured at the rates that are expected to apply
in the periods of the reversal, the deferred tax balance at the balance sheet date has been
calculated at the rate at which the relevant balance is expected to be recovered or settled.
Management has performed an assessment, for all material deferred income tax assets and
liabilities, to determine the period over which the deferred income tax assets and liabilities
are forecast to be realised. The deferred tax balances are calculated by applying the relevant
statutory corporate income tax rates at the balance sheet date.
The following are the deferred tax liabilities and assets recognised by the Group and
movements thereon during the current and prior reporting period:
Accelerated
tax
depreciation
US$
Short term
timing
differences
US$m
Tax
losses
US$m
Intangible
assets
US$m
1 January 2021
Arising on acquisition
Charge for the year
Exchange rate differences
31 December 2021
Arising on acquisition
Charge for the year
Exchange rate differences
31 December 2022
(1.0)
–
(1.7)
–
(2.7)
(1.2)
0.4
–
(3.5)
(3.4)
–
4.7
–
1.3
–
8.0
–
9.3
–
–
1.2
–
1.2
–
(1.2)
–
–
(38.7)
0.2
2.4
(36.1)
(8.5)
1.8
5.6
Total
US$m
(4.4)
(38.7)
4.4
2.4
(36.3)
(9.7)
9.0
5.6
–
(37.2)
(31.4)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis. The following is the analysis of the deferred tax balances (after
offset) for financial reporting purposes:
Deferred tax liabilities
Deferred tax assets
Total
2022
US$m
(50.1)
18.7
(31.4)
2021
US$m
(42.6)
6.3
(36.3)
Unrecognised deferred tax
No deferred tax asset is recognised on US$206.8 million of tax losses at the balance sheet
date, as the relevant businesses are not expected to generate sufficient forecast future
taxable profits to justify recognising the associated deferred tax assets. Tax losses for which
no deferred tax assets were recognised are as follows: US$82.0 million are subject to expiry
under local statutory tax rules within periods of 3 to 5 years and US$124.8m are not expected
to expire. As at the balance sheet date, the geographical split of the unrecognised deferred
tax assets in relation to losses is DRC US$101.2 million (tax effect US$30.4 million), Congo
Brazzaville US$11.7 million (tax effect US$3.3 million), Malawi US$3.0 million (tax effect
US$0.9 million), Mauritius US$59.4 million (tax effect US$8.9 million), Oman US$8.0 million
(tax effect US$1.2 million), South Africa US$15.2 million (tax effect US$4.3 million) and UK
US$8.3 million (tax effect US$1.6 million).
At the balance sheet date, no deferred tax liability is recognised on temporary differences
relating to the aggregate amount of unremitted earnings of overseas operating subsidiaries
of US$0.2 million as the Group is able to control the timings of the reversal of these
temporary differences and it is probable that they will not reverse in the foreseeable future.
The recovery of the Group’s deferred tax assets is not expected to be impacted by any
climate related risks.
Financial StatementsGovernance ReportStrategic Report 171
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
11. Intangible assets
Cost
At 1 January 2021
Additions during the year
Additions on acquisition of subsidiary undertakings (Restated)¹
Disposals
Effects of foreign currency exchange differences
At 31 December 2021 (Restated)¹
Additions during the year
Additions on acquisition of subsidiary undertakings (Note 31)
Transfers
Effects of foreign currency exchange differences
At 31 December 2022
Amortisation
At 1 January 2021
Charge for year
Disposals
Effects of foreign currency exchange differences
At 31 December 2021
Charge for year
Transfer
Effects of foreign currency exchange differences
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021 (Restated)¹
Goodwill
US$m
Customer
contracts
US$m
Customer
relationships
US$m
Colocation
rights
US$m
Right of first
refusal
US$m
Non-compete
agreement
US$m
Computer
software
and licence
US$m
4.9
–
17.7
–
(0.7)
21.9
–
33.8
–
(4.6)
51.1
–
–
–
–
–
–
–
–
–
51.1
21.9
3.3
–
–
–
(0.3)
3.0
–
–
–
(0.1)
2.9
(0.4)
(0.2)
–
–
(0.6)
(0.1)
–
–
(0.7)
2.2
2.4
6.8
–
205.6
–
(12.6)
199.8
–
343.5
–
(17.7)
525.6
(0.8)
(0.8)
–
(0.9)
(2.5)
(6.8)
–
(2.0)
(11.3)
514.3
197.3
8.8
–
–
–
–
8.8
–
–
–
–
8.8
(0.9)
(0.5)
–
(0.2)
(1.6)
(0.6)
–
–
(2.2)
6.6
7.2
35.0
–
–
(35.0)
–
–
–
–
–
–
–
(35.0)
–
35.0
–
–
–
–
–
–
–
–
1.1
–
–
–
–
1.1
–
–
–
(0.2)
0.9
(0.3)
(0.2)
–
–
(0.5)
(0.3)
–
–
(0.8)
0.1
0.6
19.7
2.0
–
–
(0.4)
21.3
5.6
–
19.2
(1.5)
44.6
(19.0)
(0.6)
–
0.3
(19.3)
(4.8)
(12.5)
1.2
(35.4)
9.2
2.0
Total
US$m
79.6
2.0
223.3
(35.0)
(14.0)
255.9
5.6
377.3
19.2
(24.1)
633.9
(56.4)
(2.3)
35.0
(0.8)
(24.5)
(12.6)
(12.5)
(0.8)
(50.4)
583.5
231.4
1 Restatement on finalisation of acquisition accounting; see note 31, page 190.
On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The group has acquired 100% of the share capital
of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination
transaction and accounted for it in accordance with IFRS 3 – Business Combinations (IFRS 3) using the acquisition method. On 24 March 2022 in tandem with but immediately subsequent to
the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. Goodwill arising on this business combination has been allocated to the Malawi CGU. Please
refer to further details in Note 31.
On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The group has acquired 70% of the
share capital of the entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination
transaction and accounted for it in accordance with IFRS 3 – Business Combinations (IFRS 3) using the acquisition method. Goodwill arising on this business combination has been allocated
to the Oman CGU. Please refer to further details in Note 31.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 172
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
11. Intangible assets (continued)
Impairment
The Group tests goodwill, irrespective of any indicators, at least annually for impairment.
All other intangible assets are tested for impairment where there is an impairment indicator.
The Group’s CGUs are aligned to its operating segments. If any such indication exists, then
the CGUs recoverable amount is estimated. For goodwill, the recoverable amount of the
related CGU is also estimated each year.
The carrying value of goodwill at 31 December was as follows:
Goodwill
2019 South Africa
2021 Senegal
2021 Madagascar
2022 Malawi
2022 Oman
Total
2022
US$m
4.2
5.0
10.3
8.1
23.5
51.1
2021
US$m
(Restated)
4.5
5.3
12.1
–
–
21.9
The recoverable amount is determined based on a value in use calculation using cash flow
projections for the next five years from financial budgets approved by the Board of Directors,
which incorporates climate considerations (with the exception of Oman which has been
calculated over 10 years, due to the anticipated growth profile of the business which has
been based on contractual commitments in the SPA with Omantel).
Key assumptions used in value in use calculations
– number of additional colocation tenants added to towers in future periods. These are
based on estimates of the number of tower opportunities in the relevant markets and
the expected growth in these markets;
– discount rate; and
– operating cost and capital expenditure requirements.
The key assumptions used to assess the value in use calculations were a pre-tax discount rate
(South Africa, 11.9%, Senegal 11.2%, Madagascar 15.1%, Malawi 12.7% and Oman 11.4%) and also
estimated long-term growth rates assumed to be 2.0% across all markets.
Due to the CGUs only recently being acquired, there is limited headroom in the impairment
model for South Africa, Madagascar and Oman, which is to be expected. All businesses are
performing in line with management expectations, but a reasonable change in key assumptions
would result in an impairment. The adjustment required to the discount rate to breakeven is an
increase of South Africa 1.5%, Madagascar 1.7%, and Oman 0.2%. The adjustment required to
the future cash flows to breakeven is a decrease of South Africa 12.0%, Madagascar 15.9% and
Oman 2.3%. The adjustment required to the long-term growth rate to breakeven is a decrease
of South Africa 2.2%, Madagascar 2.6% and Oman 0.4%. Amortisation of intangibles is
included within Administrative expenses in the Consolidated Income Statement.
Financial StatementsGovernance ReportStrategic Report 173
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
12a. Property, plant and equipment
Cost
At 1 January 2021
Additions
Additions on acquisition of subsidiary undertakings (Note 31) (restated)1
Disposals
Effects of foreign currency exchange differences
At 31 December 2021 (Restated)¹
Additions
Additions on acquisition of subsidiary undertakings
Transfers
Disposals
Effects of foreign currency exchange differences
At 31 December 2022
Depreciation
At 1 January 2021
Charge for the year
Disposals
Effects of foreign currency exchange differences
At 31 December 2021
Charge for the year
Transfers
Disposals
Effects of foreign currency exchange differences
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
IT equipment
US$m
Fixtures
and fittings
US$m
Motor vehicles
US$m
Site assets
US$m
22.8
4.9
–
–
(0.2)
27.5
0.1
–
(19.2)
–
(0.5)
7.9
(15.4)
(4.9)
–
0.2
(20.1)
(0.5)
12.6
–
0.4
(7.6)
0.3
7.4
1.5
0.3
–
–
(0.2)
1.6
–
–
–
–
0.1
1.7
(1.4)
–
–
–
(1.4)
(0.1)
–
–
0.1
(1.4)
0.3
0.2
4.6
0.4
–
–
(0.3)
4.7
0.1
–
–
–
(0.5)
4.3
(3.3)
(0.6)
–
0.4
(3.5)
(0.4)
–
–
0.3
(3.6)
0.7
1.2
1,268.8
165.0
101.2
(13.7)
(23.7)
1,497.6
203.9
148.9
–
(1.6)
(43.5)
1,805.3
(689.9)
(136.4)
11.6
9.7
(805.0)
(143.2)
–
8.2
22.0
(918.0)
887.3
692.6
Land
US$m
6.8
–
–
–
(0.2)
6.6
–
36.3
–
–
(0.1)
42.8
(0.1)
–
–
–
(0.1)
(0.2)
–
–
–
(0.3)
42.5
6.5
Leasehold
improvements
US$m
3.2
0.3
–
–
–
3.5
0.1
–
–
–
(0.2)
3.4
(2.9)
(0.3)
–
–
(3.2)
(0.2)
–
–
0.3
(3.1)
0.3
0.3
Total
US$m
1,307.7
170.9
101.2
(13.7)
(24.6)
1,541.5
204.2
185.2
(19.2)
(1.6)
(44.7)
1,865.4
(713.0)
(142.2)
11.6
10.3
(833.3)
(144.6)
12.6
8.2
23.1
(934.0)
931.4
708.2
1 Restatement on finalisation of acquisition accounting; see note 31, page 190.
At 31 December 2022, the Group had US$129.6 million (2021: US$96.5 million) of expenditure recognised in the carrying amount of items of site assets that were in the course of construction.
On completion of the construction, they will remain within the site assets balance, and depreciation will commence when the assets are available for use.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 174
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
12b. Right-of-use assets
Cost
At 1 January 2022
Additions
Disposals
Effects of foreign currency exchange differences
At 31 December 2022
Depreciation
At 1 January 2022
Charge for the year
Disposals
Effects of foreign currency exchange differences
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Land
US$m
Buildings
US$m
Motor
vehicles
US$m
224.7
60.0
(13.8)
(8.6)
262.3
(68.8)
(17.6)
13.8
3.9
(68.7)
193.6
155.9
12.1
4.9
(2.1)
(0.9)
14.0
(7.1)
(3.2)
2.1
0.4
(7.8)
6.2
5.0
0.3
0.2
–
–
0.5
(0.1)
(0.5)
–
0.3
(0.3)
0.2
0.2
Total
US$m
237.1
65.1
(15.9)
(9.5)
276.8
(76.0)
(21.3)
15.9
4.6
(76.8)
200.0
161.1
As part of the acquisitions in Malawi and Oman, the Group acquired right-of-use assets of US$2.8 million and US$19.4 million respectively (see Note 31). The Group also entered into various
leases during the year in the normal course of business. Refer to Note 21 for details of lease liabilities.
Financial StatementsGovernance ReportStrategic Report 175
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
13. Investments
The subsidiary companies of Helios Towers plc are as follows:
Name of subsidiary
Helios Towers Chad Holdco Limited
Helios Towers Africa LLP
Helios Towers Bidco Limited
Helios Towers Chad Holdings Limited
Helios Towers Congo Brazzaville SASU
Helios Towers DRC S.A.R.L.
Helios Towers FZ-LLC
Helios Towers Gabon Holdings Limited
Helios Towers Ghana Limited
Helios Towers, Ltd
Helios Towers Madagascar Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Partners (UK) Limited
Helios Towers Senegal SAU
Helios Towers South Africa Holdings (Pty) Ltd
Helios Towers South Africa (Pty) Ltd
Helios Towers South Africa Services (Pty) Ltd
Helios Towers (SFZ) SPC
Helios Towers Tanzania Limited
Helios Towers UK Holdings Limited
HS Holdings Limited
HT Congo Brazzaville Holdco Limited
HT DRC Infraco S.A.R.L.
HT Holdings Tanzania Ltd
HTA Group, Ltd
HTA Holdings Ltd
HTA (UK) Partner Ltd
HTG Managed Services Limited
HTSA Towers (Pty) Ltd
HTT Infraco Limited
Madagascar Towers SA
McRory Investment B.V.
McTam International 1 B.V.
Towers NL Coöperatief U.A.
HT Services Limited
Helios Towers Group Services (Pty) Ltd
Malawi Towers Limited*
Helios Towers Gabon S.A.*
Oman Tech Infrastructure SAOC*
Country of incorporation
Mauritius
United Kingdom
United Kingdom
United Kingdom
Republic of Congo
Democratic Republic of Congo
United Arab Emirates
United Kingdom
Ghana
Mauritius
United Kingdom
United Kingdom
United Kingdom
Senegal
South Africa
South Africa
South Africa
Oman
Tanzania
United Kingdom
Tanzania
Mauritius
Democratic Republic of Congo
Mauritius
Mauritius
Mauritius
United Kingdom
Ghana
South Africa
Tanzania
Madagascar
The Netherlands
The Netherlands
The Netherlands
Malawi
South Africa
Malawi
Gabon
Oman
Effective shareholding 2022
Effective shareholding 2021
Direct
Indirect
Direct
Indirect
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
100%
100%
100%
100%
100%
66%
100%
100%
100%
–
1%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
70%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
1%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
–
–
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 176
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
13. Investments (continued)
All subsidiaries were incorporated in prior years, other than those marked *, which were
incorporated into the group structure in 2022. Helios Towers plc or its subsidiaries have
subscribed to the majority of the shares as shown above. The consideration paid for these
shares on incorporation was minimal. The registered office address of all subsidiaries is
included in the list of subsidiaries on page 195.
Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings
Ltd, Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville
Holdco Limited, Helios Towers Chad Holdco Limited, Towers NL Coöperatief U.A., McRory
Investment B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK
Holdings Limited, HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited
and HTA (UK) Partner Limited are intermediate holding companies.
The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT Infraco
Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU, Madagascar
Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the remaining South
African entities are the building and maintenance of telecommunications towers to provide
space on those towers to wireless telecommunication service providers in Africa and the
Middle East.
All investments relate to ordinary shares.
The table below shows details of non-wholly owned subsidiaries of the Group that have
material non-controlling interests:
Loss allowance
Name of subsidiary
Principal place
of business and
incorporation
Oman Tech
Infrastructure SAOC Oman
Proportion of ownership
interests and voting
rights held by NCI
Profit (loss) allocated to
NCI for the year
NCI
2022
2021
2022
2021
2022
2021
Balance brought forward
Amounts written off/derecognised
Net remeasurement of loss allowance
Unused amounts reversed
30%
–
(1.8)
-
47.9
–
14. Inventories
Inventories
2022
US$m
14.6
2021
US$m
10.5
Inventories are primarily made up of fuel stocks of US$10.5 million (2021: US$7.5 million) and
raw materials of US$4.1 million (2021: US$3.0 million). The impact of inventories recognised
as an expense during the year in respect of continuing operations was US$89.0 million (2021:
US$49.0 million).
15. Trade and other receivables
Trade receivables
Loss allowance
Contract Assets
Deferred Tax Assets
Sundry Receivables
VAT and withholding tax receivable
2022
US$m
80.5
(5.8)
74.7
91.6
18.7
38.6
23.2
2021
US$m
(Restated)¹
83.1
(6.0)
77.1
47.2
6.3
47.9
13.0
246.8
191.5
2022
US$m
(6.0)
–
–
0.2
(5.8)
2021
US$m
(5.8)
–
(0.2)
–
(6.0)
1 Restatement on finalisation of acquisition accounting; see note 31, page 190.
The Group measures the loss allowance for trade receivables, trade receivables from related
parties and other receivables at an amount equal to lifetime expected credit losses (ECL).
The ECL on trade receivables are estimated using a provision matrix by reference to past
default experience of the debtor and an analysis of the debtor’s current financial position,
adjusted for factors that are specific to the debtors, general economic conditions of the
industry in which the debtors operate and an assessment of both the current as well as the
forecast direction of conditions at the reporting date. Loss allowance expense is included
within cost of sales in the Consolidated Income Statement.
Financial StatementsGovernance ReportStrategic Report 177
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
15. Trade and other receivables (continued)
Additional detail on provision for impairment can be found in Note 26.
under the Group’s accounting policies. Revenue for these services will be recognised in the
future as and when all recognition criteria are met.
There has been no change in the estimation techniques or significant assumptions made
during the current reporting period. Interest can be charged on past due debtors. The normal
credit period of services is 30 days.
US$56.2 million of new contract assets were recognised in the year and US$11.9 million of
contract assets at 31 December 2021 were recovered from customers.
Of the trade receivables balance at 31 December 2022, 90% is due from large multinational
MNOs. The Group does not hold any collateral or other credit enhancements over these
balances nor does it have a legal right of offset against any amounts owed by the Group to
the counterparty.
Debtor days
The Group calculates debtor days as set out in the table below. It considers its most relevant
customer receivables exposure on a given reporting date to be the amount of receivables
due in relation to the revenue that has been reported up to that date. It therefore defines its
net receivables as the total trade receivables and accrued revenue, less loss allowance and
deferred income that has not yet been settled.
Trade receivables1
Accrued revenue2
Less: Loss allowance
Less: Deferred income3
Net receivables
Revenue
Debtor days
2022
US$m
80.5
22.9
(5.8)
(9.8)
87.8
560.7
57
2021
US$m
83.1
7.4
(6.0)
(27.4)
57.1
449.1
46
1 Trade receivables, including related parties.
2 Reported within other receivables.
3 Deferred income, as per Note 19, has been adjusted for US$0 million (2021: US$18.4 million) in respect of amounts
settled by customers at the balance sheet date.
In determining the recoverability of a trade receivable, the Group considers any change in the
credit quality of the trade receivable from the date credit was initially granted up to the
reporting date. The Directors consider that the carrying amount of trade and other
receivables is approximately equal to their fair value.
At 31 December 2022, US$16.6 million (2021: US$11.0 million) of services had been provided
to customers which had yet to meet the Group’s probability criterion for revenue recognition
16. Prepayments
Prepayments
Prepayments primarily comprise advance payments to suppliers.
17. Cash and cash equivalents
Bank balances
2022
US$m
45.7
2021
US$m
43.3
2022
US$m
119.6
2021
US$m
528.9
Cash and cash equivalents comprise cash at bank and in hand. Short-term deposits are
defined as deposits with an initial maturity of three months or less.
18. Share capital and share premium
Authorised, issued and fully paid ordinary
shares of £0.01 each
2022
Number
of shares
(million)
1,051
1,051
US$m
13.5
13.5
2021
Number
of shares
(million)
1,048
1,048
US$m
13.5
13.5
The share capital of the Group is represented by the share capital of the Company, Helios
Towers plc.
On 16 June 2021, the Company issued 48 million new ordinary shares in the capital of the
Company. This raised gross proceeds of US$109.3 million, and created share premium of
US$105.6 million.
On 3 November 2022, the Company issued 2.5 million new ordinary shares in the Capital of
the Company to the EBT to satisfy the vesting of share-based awards. The shares were issued
at nominal value with no share premium created.
The treasury shares represent the cost of shares in Helios Towers plc purchased in the market
and held by the Helios Towers plc EBT to satisfy options under the Group Share options plan.
Treasury shares held by the Group as at 31 December 2022 are 2,827,852 (31 December 2021:
1,076,697).
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 178
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
19. Trade and other payables
20. Loans
Trade payables
Deferred income
Deferred consideration
Accruals
VAT, withholding tax, and other taxes payable
2022
US$m
32.0
9.8
52.2
132.2
18.5
244.7
2021
US$m
13.5
45.8
63.5
103.2
21.5
247.5
Loans and bonds
Bank overdraft
Total loans and bonds
Current
Non-current
2022
US$m
1,564.3
7.3
1,571.6
19.9
1,551.7
1,571.6
2021
US$m
1,295.5
–
1,295.5
2.8
1,292.7
1,295.5
Trade payables and accruals principally comprise amounts outstanding for trade purchases
and ongoing costs. The average credit period taken for trade purchases is 22 days (2021: 25
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. Amounts payable
to related parties are unsecured, interest free and repayable on demand.
Deferred income primarily relates to site equipment revenue which is billed in advance.
The Group recognised revenue of US$45.8 million (2021: US$45.2 million) from contract
liabilities held on the balance sheet at the start of the financial year. Contract liabilities are
presented as deferred income in the table above.
Deferred consideration relates to consideration that is payable in the future for the purchase
of certain tower assets which the Group is committed to when certain conditions are met, to
enable the transfer of ownership to Helios Towers.
Accruals consist of general operational accruals, accrued capital items, and goods received
but not yet invoiced.
Trade and other payables are classified as financial liabilities and measured at amortised cost.
These are initially recognised at fair value and subsequently at amortised cost. These are
expected to be settled within a year.
The Directors consider the carrying amount of trade payables approximates to their fair value
due to their short-term nature.
In December 2022, Oman Tech Infrastructure SAOC entered into banking facilities
representing a combined US$260 million in Oman for the purposes of repaying loan balances
due to its former owner, funding growth and upgrade capex and for general working capital
purposes. The facilities include both OMR and USD denominated financing with tenors from
1 year (renewable) to 13 years. This includes a revolving credit facility of US$20 million. As at
31 December 2022, US$2.9 million of this was utilised. At 31 December 2022, US$200 million
of the available term loans were drawn.
In March 2021 the Group issued US$250 million of convertible bonds with a coupon of
2.875%, due in 2027. The initial conversion price was set at US$2.9312. The conversion price is
subject to adjustments for any dividend in cash or in kind, as well as customary anti-dilution
adjustments, pursuant to the terms and conditions of the convertible bonds. The
bondholders have the option to convert at any time up to seven business days prior to the
final maturity date. Helios Towers have the right to redeem the bonds at their principal
amount, together with accrued but unpaid interest up to the optional redemption date, from
April 2026, if the Helios Towers share price has traded above 130% of the conversion price on
twenty out of the previous thirty days prior to the redemption notice.
In June 2021 the Group tapped the above bond for an aggregate principal amount of US$50
million. On initial recognition of the convertible bond and the convertible bond tap, a liability
and equity reserve component were recognised being US$242.4 million and US$52.7 million
respectively including transaction costs.
In May 2021, Helios Towers Senegal entered into facilities representing a combined €120
million in Senegal for the purposes of partially funding the Senegal towers acquisition,
funding the 400 committed BTS as part of the transaction and for general working capital
purposes. The facilities include both EUR and XOF denominated financing with tenors
ranging from 2 years to 9 years.
On 18 June 2020 HTA Group, Ltd., a wholly owned subsidiary of Helios Towers plc, issued
US$750 million of 7.000% Senior Notes due 2025, guaranteed on a senior basis by Helios
Towers plc and certain of its direct and indirect subsidiaries.
Financial StatementsGovernance ReportStrategic Report 179
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
20. Loans (continued)
On 9 September 2020 HTA Group, Ltd issued a further US$225 million aggregate principal
amount of its 7.000% Senior Notes due 2025.
HTA Group, Ltd also entered into a five-year US$200 million term facility with borrowing
availability in US Dollars for the general corporate purposes (including acquisitions) of the
Company and certain of its subsidiaries. As at 31 December 2022 US$25 million of the
available term loan balance was drawn.
In 2020, HTA Group, Ltd entered into a revolving credit facility (with a 4.5-year tenor) with
borrowing availability in US Dollars for the purpose of financing or refinancing the general
corporate and working capital needs of the Company and certain of its subsidiaries.
Commitments under the new revolving credit facility amount to US$70 million, which
remains undrawn.
The below undiscounted cash flows do not include escalations based on CPI or other indexes
which change over time. Renewal options are considered on a case-by-case basis with
judgements around the lease term being based on management’s contractual rights and
their current intentions. Refer to Note 12b for the Group’s Right-of-use assets.
The total cash paid on leases in the year was US$40.8 million (2021: US$31.0 million).
The profile of the outstanding undiscounted contractual payments fall due as follows:
31 December 2022
43.0
137.7
122.7
326.0
Within
1 year US$m
2–5 years
US$m
6–10 years
US$m
10+ years
US$m
Total
US$m
629.4
31 December 2021
33.0
110.2
111.4
278.9
533.5
The current portion of borrowings relates to accrued interest on the bonds, term loan interest
payable within one year of the balance sheet date and the funds drawn on the revolving
credit facility (Oman RCF).
Loans are classified as financial liabilities and measured at amortised cost. Refer to Note 26
for further information on the Group’s financial instruments.
22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of the reporting
period. This is total revenue which is contractually due to the Group, subject to the
performance of the obligation of the Group related to these revenues. Management refers to
this as contracted revenue.
21. Lease liabilities
Short-term lease liabilities
Land
Buildings
Motor vehicles
Long-term lease liabilities
Land
Buildings
Motor vehicles
2022
US$m
31.8
2.2
0.1
34.1
2022
US$m
188.4
3.4
0.1
191.9
2021
US$m
30.0
2.8
0.2
33.0
2021
US$m
146.7
2.1
0.1
148.9
Total contracted revenue
2022
US$m
2021
US$m
4,705.0
3,916.6
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of
31 December 2022 for each year from 2023 to 2027, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2022 held
constant. Our contracted revenue calculation for each year presented assumes:
– no escalation in fee rates;
– no increases in sites or tenancies other than our committed tenancies;
– our customers do not utilise any cancellation allowances set forth in their MLAs;
– no termination of existing customer MLAs prior to their current term; and
– no automatic renewal.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 180
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
22. Uncompleted performance obligations (continued)
Contracted revenue (continued)
As at 31 December 2022, total contracted revenue was US$4.7 billion, with an average
remaining life of 7.6 years.
(US$m)
Tanzania
DRC
Congo Brazzaville
Ghana
South Africa
Senegal
Madagascar
Malawi
Oman
Total
Year ended 31 December
2023
208.3
231.2
20.9
26.2
8.3
37.5
12.4
18.4
45.2
608.4
2024
208.7
230.7
20.9
23.7
8.3
37.0
12.4
18.4
44.0
604.1
2025
209.1
201.5
15.5
23.9
8.2
38.7
13.0
18.4
44.0
572.3
2026
141.8
172.7
11.5
24.0
7.9
40.4
15.9
18.5
44.0
476.7
2027
116.2
139.8
11.4
24.0
7.6
45.0
15.9
18.5
44.0
422.4
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this Note.
During the year, and in respect of the period for which the related party relationship was in
existence, the Group companies entered into the following commercial transactions with
related parties:
Millicom Holding B.V. and Subsidiairies1
Total
2022
2021
Income from
towers
US$m
Purchase of
goods
US$m
Income from
towers
US$m
Purchase of
goods
US$m
–
–
–
–
18.0
18.0
–
–
1 Millicom HOLDING B.V is no longer a related party of Helios Towers plc as of June 2021.
24. Other gains and losses
Fair value gain/(loss) on derivative financial instruments
Fair value movement on forward contracts
2022
US$m
(51.5)
0.1
(51.4)
2021
US$m
(28.0)
–
(28.0)
All fair values are Level 2, except for the fair value of the embedded derivatives, which are
Level 3. Further detail can be found in Note 26.
25. Share-based payments
Pre-IPO LTIP
Ahead of the IPO certain Directors, former Directors, Senior Managers and employees of the
Group were granted nil-cost options in respect of shares up to an aggregate value of US$10
million based on an offer price of 115 pence and a US Dollar to pounds Sterling conversion
rate of US$1:£0.7948 (the ‘HT LTIP’).
The Company issued 6,557,668 shares to the trustee of the Trust (or as it directs) immediately
prior to IPO in order to satisfy future settlement of awards under the HT LTIP and nil-cost
options under the HT MIPs. The Trust is consolidated into the Group.
These options became exercisable in tranches over a three-year period post-IPO. The award
participants were entitled to exercise some of the share options on IPO.
Number of options
As at 1 January
Granted during the year
Exercised during the year
Forfeited during the year
At 31 December
Of which:
Vested and exercisable
Unvested
2022
2021
1,026,456
–
(251,903)
–
1,769,864
–
(743,408)
–
774,553
1,026,456
774,553
–
723,047
303,409
Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a probability-weighted
expected returns methodology, which is an appropriate future-orientated approach when
considering the fair value of options/shares that have no intrinsic value at the time of issue.
In this case the expected future returns were estimated by reference to the expected
proceeds attributable to the underlying shares at IPO, as provided by management,
including adjustments for expected net debt, transaction costs and priority returns to other
shareholders. This is then discounted into present value terms adopting an appropriate
discount rate. The capital asset pricing methodology was used when considering an
appropriate discount rate to apply to the pay-out expected to accrue to the share awards
on realisation.
Key assumptions:
– Expected exit dates 0 to 4 years;
– Probability weightings up to 25%;
Financial StatementsGovernance ReportStrategic Report 181
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
25. Share-based payments (continued)
– Expected range of exit multiples up to 10.0x;
– Expected forecast Adjusted EBITDA across two scenarios (management case and
downside case) and respective probability weightings;
– Estimated proceeds per share; and
– Hurdle per share up to US$1.25.
Set out below are summaries of options granted under the EIP.
As at 1 January
Granted during the year
Exercised during the year
Forfeited during the year
The Group has in place one adopted discretionary share plan called the Helios Towers plc
Employee Incentive Plan 2019 (the ‘EIP’), details of which are set out in this Note.
As at 31 December
Vested and exercisable at 31 December1
2022
Number
of options
7,695,687
4,233,199
(6,131)
(1,338,151)
10,534,604
–
2021
Number
of options
4,227,737
4,072,523
–
(604,573)
7,695,687
6,131
Employee Incentive Plan
Following successful admission to the London Stock Exchange, the Company has adopted a
discretionary share plan called the Helios Towers plc Employee Incentive Plan 2019 (the
‘EIP’). The EIP is designed to provide long-term incentives for senior managers and above
(including Executive Directors) to deliver long-term shareholder returns. Participation in the
plan is at the Remuneration Committee’s discretion, and no individual has a contractual right
to participate in the plan or to receive any guaranteed benefits. Shares received under the
scheme by Executive Directors will be subject to a two-year post-vesting holding period. In
all other respects the shares rank equally with other fully paid ordinary shares on issue.
The Group has granted Long-Term Incentive Plan awards under the EIP to the Executive
Directors and selected key personnel. The equity settled awards comprise three equal and
separate tranches which vest depending upon the achievement of the following performance
targets over a three-year period:
– Relative TSR tranche;
– Adjusted EBITDA tranche; and
– ROIC tranche.
1 Vested and exercisable options relate to the non-work related death of an employee who was granted an award in
March 2021. The options were exercised in January 2022.
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2022 financial
year in respect to the EIP was US$3.1 million (2021: US$2.0 million). All share options
outstanding as at 31 December 2022 have a remaining contractual life of 8.1 years.
The fair value at grant date is independently determined using the Monte Carlo model. Key
assumptions used in valuing the share-based payment charge are as follows:
2021 LTIP Award
Grant date
Share price at grant date
Fair value as a percentage of the grant price
Term to vest (years)
Expected life from grant date (years)
Volatility
Risk-free rate of interest
Dividend yield
Average FTSE 250 volatility
Average FTSE 250 correlation
Fair value per share
Relative
TSR
Adjusted
EBITDA
16–Mar–21
£1.53
58.2%
2.8
2.8
53.7%
0.1%
n/a
41.3%
27.2%
£0.89
16–Mar–21
£1.53
100.0%
2.8
2.8
n/a
n/a
n/a
n/a
n/a
£1.53
ROIC
16–Mar–21
£1.53
100.0%
2.8
2.8
n/a
n/a
n/a
n/a
n/a
£1.53
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 182
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
25. Share-based payments (continued)
2022 LTIP Award
Grant date
Share price at grant date
Fair value as a percentage of the grant price
Term to vest (years)
Expected life from grant date (years)
Volatility
Risk-free rate of interest
Dividend yield
Average FTSE 250 volatility
Average FTSE 250 correlation
Fair value per share
Relative
TSR
Adjusted
EBITDA
ROIC
28–Apr–22
£1.12
51.6%
2.68
2.68
47.4%
1.6%
n/a
42.7%
27.7%
£0.58
28–Apr–22
£1.12
100.0%
n/a
2.68
n/a
n/a
n/a
n/a
n/a
£1.12
28–Apr–22
£1.12
100.0%
n/a
2.68
n/a
n/a
n/a
n/a
n/a
£1.12
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In
2021, the Board granted inaugural ‘HT SharingPlan’ Restricted Stock Unit (RSU) awards
under the HT Global Share Purchase Plan rules. Each employee was granted a 2021 award
with a three-year vesting period. The Board also granted all employees an additional one-off
Covid-19 Thank You Award with a six-month vesting period.
In 2022, the Board granted a 2022 award with a three-year vesting period. The Board also
granted a Cost of Living award which vested on 1 December 2022.
All employees were granted awards of equal value and on the same terms. The vesting of the
awards is subject to continued employment with the Group.
As at 1 January
Granted during the year
Forfeited during the year
Vested during the year
As at 31 December
2022
Number
of RSUs
729,528
1,681,155
(104,684)
(621,981)
2021
Number
of RSUs
–
740,826
(11,298)
–
1,684,018
729,528
Deferred Bonuses
As at 1 January
Granted during the year
Forfeited during the year
Vested during the year
As at 31 December
2022
2021
36,583
49,172
–
–
85,755
–
36,583
–
–
36,583
26. Financial instruments
Financial instruments held by the Group at fair value had the following effect on profit and loss:
Balance brought forward
Derivative financial instrument – US$975m 7.000% Senior Notes 2025
Currency forward contracts
Balance carried forward
31 December
31 December
2022
US$m
57.7
(55.2)
0.3
2.8
2021
US$m
88.8
(28.0)
(3.1)
57.7
Fair value measurements
Some of the Group’s financial assets and financial liabilities are measured at fair value at the
end of each reporting period. For all other assets and liabilities the carrying value is
approximately equal to the fair value. The information set out below provides data about how
the fair values of these financial assets and financial liabilities are determined (in particular,
the valuation technique(s) and inputs used).
For those financial instruments measured at fair value, the Group has categorised them into a
three-level fair value hierarchy based on the priority of the inputs to the valuation technique
in accordance with IFRS 13. The hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). If the inputs used to measure fair value fall within different levels of the
hierarchy, the category level is based on the lowest priority level input that is significant to
the fair value measurement of the instrument in its entirety. There are no financial
instruments which have been categorised as Level 1. There were no transfers between the
levels in the year.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as
a going concern while maximising the return to stakeholders through the optimisation of the
debt and equity balance. The capital structure of the Group consists of debt, which includes
borrowings disclosed in Notes 20 and 21, cash and cash equivalents and equity attributable
to equity holders of the Company, comprising issued capital, reserves and retained earnings
as disclosed in the Statement of Changes in Equity.
Financial StatementsGovernance ReportStrategic Report 183
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
26. Financial instruments (continued)
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the year end is as follows:
Debt (net of issue costs)
Cash and cash equivalents
Net debt
Equity attributable to the owners
Non controlling interests
2022
US$m
1,797.6
(119.6)
1,678.0
8.3
41.0
34.1x
2021
US$m
1,477.4
(528.9)
948.5
168.0
–
5.6x
Debt is defined as long-term and short-term loans and lease liabilities, as detailed in Notes 20
and 21 respectively.
Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
value of US$204.3 million. The Directors estimate the amortised cost of other loans and
borrowings is approximate to fair value.
Financial risk management objectives and policies
The Group’s finance function provides services to the business, coordinates access to
domestic and international financial markets, and monitors and manages the financial risks
relating to the operations of the Group through internal risk reports which analyse exposures
by degree and magnitude of risks. These risks include market risk (including currency risk, fair
value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.
The Group’s overall financial risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the Group’s financial
performance.
The Group’s senior management oversees the management of these risks. The finance
function is supported by the Group’s senior management, which advises on financial risks
and the appropriate financial risk governance framework for the Group. Key financial risks
and exposures are monitored through a monthly report to the Board of Directors, together
with an annual Board review of corporate treasury matters.
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents
Trade and other receivables
Fair value through profit or loss:
Derivative financial assets
Financial liabilities
Amortised cost:
Trade and other payables
Bank overdraft
Lease liabilities
Loans
As at 31 December 2022 and 31 December 2021, the Group had no cash pledged as collateral
for financial liabilities.
The Directors estimate the amortised cost of cash and cash equivalents is approximate to fair
value. The $975 million bond maturing in 2025 had a carrying value of US$964.5 million at
31 December 2022 and a fair value of US$904.6 million. The $300 million convertible bond
maturing in 2027 had a carrying value of US$257.0 million at 31 December 2022 and a fair
2022
US$m
2021
US$m
(Restated)
Financial risk
The principal financial risks to which the Group is exposed through its activities are risks of
changes in foreign currency exchange rates and interest rates.
119.6
204.9
324.5
2.8
327.3
528.9
178.5
707.4
57.7
765.1
216.5
7.3
226.0
1,571.6
2,021.4
181.7
–
181.9
1,295.5
1,659.1
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently
exposures to exchange rate fluctuations arise. The Group’s main currency exposures were to
the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS), Central
African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK) through its
main operating subsidiaries. The Group has exposure to Sterling (GBP) and Euro (EUR)
fluctuations on its financial assets and liabilities, however, this is not considered material.
The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
New Ghanaian Cedi
Malagasy Ariary
Tanzanian Shilling
South African Rand
Central African Franc
Malawian Kwacha
Omani Rial
Assets
Liabilities
2022
US$m
15.7
10.9
71.4
5.6
35.7
15.4
10.1
2021
US$m
19.0
6.8
39.3
11.4
42.1
–
–
2022
US$m
20.8
11.8
100.2
17.5
137.0
19.8
35.2
2021
US$m
27
10.4
86.9
22.1
107.1
–
–
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 184
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
26. Financial instruments (continued)
164.8
118.6
342.3
253.5
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase in US Dollar against GHS,
XAF, TZS, MGA, ZAR and MWK 10% is the sensitivity rate used when reporting foreign currency
risk internally to key management personnel and represents management’s assessment of the
reasonable potential change in foreign exchange rates. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their translation at
the year-end for a 10% change in foreign currency rates. A positive number below indicates an
increase in profit and other equity where US Dollar weakens 10% against the GHS, XAF, TZS,
ZAR, MWK or OMR. For a 10% strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK
or OMR, there would be an equal and opposite effect on the profit and other equity, on the basis
that all other variables remain constant.
New Ghanaian Cedi impact
Malagasy Ariary impact
Tanzanian Shilling impact
South African Rand
Central African Franc Impact
Malawian Kwacha
Omani Rial
Impact on profit or loss
2022
US$m
0.5
0.1
2.9
1.2
10.2
0.5
2.5
2021
US$m
0.8
0.4
4.8
1.1
6.5
–
–
This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK
and OMR receivables and payables in the Group at the reporting date.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. Default does not occur later than when a financial
asset is 90 days past due (unless the Group has reasonable and supportable information to
demonstrate that a more lagging default criterion is more appropriate). Write-off happens at
least a year after a financial asset has become credit impaired and when management does
not have any reasonable expectations to recover the asset.
The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral where appropriate, as a means of mitigating the risk of financial loss
from defaults. The Group uses publicly available financial information and other information
provided by the counterparty (where appropriate) to deliver a credit rating for its major
customers. As of 31 December 2022, the Group has a concentration risk with regards to four
of its largest customers. The Group’s exposure and the credit ratings of its counterparties and
related parties are continuously monitored and the aggregate value of credit risk within the
business is spread amongst a number of approved counterparties. Credit exposure is
controlled by counterparty limits that are reviewed and approved by management.
The carrying amount of the financial assets recorded in the Financial Statements,
which is net of impairment losses, represents the Group’s exposure to credit risk.
The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to
their lifetime ECL.
In order to minimise credit risk, the Group has categorised exposures according to their
degree of risk of default. The use of a provision matrix is based on a range of qualitative and
quantitative factors that are deemed to be indicative of risk of default, and range from 1
(lowest risk of irrecoverability) to 5 (greatest risk of irrecoverability). Loss allowances for
trade receivables from related parties held by the Company are deemed immaterial.
The below table shows the Group’s trade and other receivables balance and associated loss
allowances in each Group credit rating category.
31 December 2022
31 December 2021
(Restated)
Group Rating
Risk of impairment
Gross
exposure
US$m
Loss
allowance
US$m
Net
exposure
US$m
Gross
exposure
US$m
Loss
allowance
US$m
Net
exposure
US$m
1
2
3
4
5
Total
Remote risk
Low risk
Medium risk
High risk
Impaired
184.1
21.8
0.3
20.7
2.5
229.4
(0.3)
(0.8)
–
(3.8)
(0.9)
(5.8)
183.8
21.0
0.3
16.9
1.6
223.6
153.3
11.2
0.2
18.6
1.2
184.5
(0.1)
(0.4)
–
(4.3)
(1.2)
(6.0)
153.2
10.8
0.2
14.3
–
178.5
Liquidity risk management
The Group has long-term debt financing through Senior Loan Notes of US$975 million due
for repayment in December 2025 and other debt as disclosed in note 20. The Group has a
revolving credit facility of US$70 million for funding general corporate and working capital
needs. As at 31 December 2022 the facility was undrawn. This facility is available until
December 2024. The Group has remained compliant during the year to 31 December 2022
with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for
further information in relation to debt facilities.
Ultimate responsibility for liquidity risk management rests with the Board. The Group
manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities
and continuously monitoring forecast and actual cash flows including consideration of
appropriate sensitivities.
Financial StatementsGovernance ReportStrategic Report 185
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
26. Financial instruments (continued)
Non-derivative financial liabilities
The following tables detail the Group’s remaining contractual maturity for its non-derivative
financial liabilities. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay.
The table below includes principal cash flows.
31 December 2022
Non-interest bearing
Fixed interest rate instruments
Variable interest rate instruments
31 December 2021
Non-interest bearing
Fixed interest rate instruments
Within
1 year
US$m
216.5
43.0
10.2
269.7
181.7
35.8
217.5
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
–
39.7
–
39.7
–
29.9
29.9
–
1,441.3
25.0
1,466.3
–
1,373.1
1,373.1
–
493.8
200.0
693.8
–
390.2
390.2
216.5
2,017.8
235.2
2,469.5
181.7
1,829.0
2,010.7
Non-derivative financial assets
The following table details the Group’s expected maturity for other non-derivative financial
assets. The table below has been drawn up based on the undiscounted contractual maturities
of the financial assets except where the Group anticipates that the cash flow will occur in a
different period.
31 December 2022
Non-interest bearing
Fixed interest rate instruments
31 December 2021
Non-interest bearing
Fixed interest rate instruments
Within
1 year
US$m
204.9
119.6
324.5
339.5
353.0
692.5
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
–
–
–
–
10.0
10.0
–
–
–
–
–
–
–
–
–
–
–
–
204.9
119.6
324.5
339.5
363.0
702.5
Derivative financial instruments assets
The derivatives represent the fair value of the put and call options embedded within the
terms of the Senior Notes. The call options give the Group the right to redeem the Senior
Notes instruments at a date prior to the maturity date (18 December 2025), 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 Senior Notes are quoted and it has an
embedded derivative. The fair value of the embedded derivative is the difference between
the quoted price of the Senior Notes and the fair value of the host contract (the Senior Notes
excluding the embedded derivative). The fair value of the Senior Notes as at the valuation
date has been sourced from an independent third-party data vendor. The fair value of the
host contract is calculated by discounting the Senior Notes’ future cash flows (coupons and
principal payment) at US Dollar 3-month LIBOR plus Helios Towers’ credit spread. For the
valuation date of 31 December 2022, a relative 5% increase in credit spread would result in a
nil valuation of the embedded derivatives.
As at the reporting date, the call option had a fair value of US$2.5 million (31 December 2021:
US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a
fair value of US$0 million (31 December 2021: US$0 million). The increase in the fair value of
the call option is attributable the tightening of the Group’s credit spread, which is in line with
the market movement.
The key assumptions in determining the fair value are: the quoted price of the bond as at
31 December 2022; the credit spread; and the yield curve. The probabilities relating to
change of control and major asset sale represent a reasonable expectation of those events
occurring that would be held by a market participant.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 186
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
26. Financial instruments (continued)
Within
1 year
US$m
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
31 December 2022
Net settled:
Embedded derivatives
31 December 2021
Net settled:
Embedded derivatives
–
–
–
–
–
–
–
–
2.5
2.5
57.7
57.7
–
–
–
–
2.5
2.5
57.7
57.7
Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group borrow funds at
both fixed and floating interest rates. The risk is managed by the Group by maintaining an
appropriate mix between fixed and floating rate borrowings.
27. Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and make
disclosures for contingent liabilities as explained in Note 2b.
considered probable and therefore no provision has been recognised in relation to
these matters.
Legal claims
Other individually immaterial legal and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these
are uncertain, but no cash outflows are considered probable and therefore no provisions
have been recognised in relation to these matters.
28. Net debt
External debt
Lease liabilities
Cash and cash equivalents
Net debt
2022
2022
US$m
2021
US$m
(1,571.6)
(226.0)
119.6
(1,295.5)
(181.9)
528.9
(1,678.0)
(948.5)
At
1 January
2022
US$m
Cash flows
US$m
Other1
US$m
At 31
December
2022
US$m
Cash and cash equivalents
528.9
(405.0)
(4.3)
119.6
During the year, the Tanzania Revenue Authority commenced a tax assessment for a number
of taxes for the financial years ending 2017 to 2021 inclusive. The initial claim amount is
approximately US$99.3 million. Responses are being collated to submit to the relevant tax
authority in relation to the assessments and remain under review with local tax experts and
as such the impact, if any, is unknown at this time.
External debt2
Lease liabilities
(1,295.5)
(181.9)
(261.2)
40.8
(14.9)
(84.9)
(1,571.6)
(226.0)
Total financing liabilities
(1,477.4)
(220.4)
(99.8)
(1,797.6)
Net debt
(948.5)
(625.4)
(104.1)
(1,678.0)
In the year ending 2022, the DRC tax authorities issued an assessment on a number of taxes
amounting to US$62.1 million for the financial years 2018 and 2019.
In year ending 2022, the DRC tax authorities issued a payment collection notice amounting to
US$44 million for the financial years 2013 to 2016.
In respect of these cases, the Directors believe that no present obligation has been
established and the quantum of potential future cash outflows in relation to these tax audits
cannot be reasonably assessed and therefore no provision has been made for these amounts;
the balances above represent the Group’s assessment of the maximum possible exposure for
the years assessed. The Directors are working with their advisers and are in discussion with
the tax authorities to bring the matters to conclusion based on the facts.
Other individually immaterial tax, and regulatory proceedings, claims and unresolved disputes
are pending against Helios Towers in a number of jurisdictions. The timing of resolution and
potential outcome (including any future financial obligations) of these are uncertain, but not
2021
At
1 January
2021
US$m
Cash flows
US$m
Other1
US$m
At 31
December
2021
US$m
Cash and cash equivalents
428.7
102.3
(2.1)
528.9
External debt
Lease liabilities
(989.4)
(131.7)
(351.8)
13.3
45.7
(63.5)
(1,295.5)
(181.9)
Total financing liabilities
(1,121.1)
(338.5)
(17.8)
(1,477.4)
Net debt
(692.4)
(236.2)
(19.9)
(948.5)
1 Other includes foreign exchange and non-cash interest movements.
Refer to Note 20 for further details on the year-on-year movements in loans.
Financial StatementsGovernance ReportStrategic Report 187
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
29. Loss per share
Basic loss per share has been calculated by dividing the total loss for the year by the
weighted average number of shares in issue during the year after adjusting for shares held in
the EBT.
To calculate diluted loss per share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of all dilutive potential shares. Share options granted to
employees where the exercise price is less than the average market price of the Company’s
ordinary shares during the year are considered to be dilutive potential shares. Where share
options are exercisable based on performance criteria and those performance criteria have
been met during the year, these options are included in the calculation of dilutive potential
shares.
The Directors believe that Adjusted EBITDA per share is a useful additional measure to better
understand the performance of the business (refer to Note 4).
Loss per share is based on:
The calculation of basic and diluted loss per share is based on the net loss attributable to
equity holders of the Company entity for the year of US$176.4 million (2021: US$159.0
million). Basic and diluted loss per share amounts are calculated by dividing the net loss
attributable to equity shareholders of the Company entity by the weighted average number
of shares outstanding during the year.
The calculation of Adjusted EBITDA per share and diluted EBITDA per share are based on the
Adjusted EBITDA earnings for the year of US$282.8 million (2021: US$240.6 million). Refer to
Note 4 for a reconciliation of Adjusted EBITDA to net loss before tax.
30. Non-controlling Interest
Summarised financial information in respect of each of the Group’s subsidiaries that has
material non-controlling interests is set out below. The summarised financial information
below represents amounts before intragroup eliminations
Loss after tax for the year attributable to owners of the
Company
Adjusted EBITDA (Note 4)
Weighted average number of ordinary shares used to
calculate basic earnings per share
Weighted average number of dilutive potential shares
Weighted average number of ordinary shares used to
2022
US$m
(171.5)
282.8
2022
Number
2021
US$m
(156.2)
240.6
2021
Number
1,047,039,919
114,017,600
1,024,306,006
84,788,045
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interests
calculate diluted earnings per share
1,161,057,519
1,109,094,051
Loss per share
Basic
Diluted
Adjusted EBITDA per share
Basic
Diluted
2022
cents
(16)
(16)
2022
cents
27
24
2021
cents
(15)
(15)
2021
cents
23
22
Loss attributable to owners of the Company
Loss attributable to the non-controlling interests
Loss for the year
Net cash inflow (outflow) from operating activities
Net cash inflow (outflow) from investing activities
Net cash inflow (outflow) from financing activities
Net cash inflow (outflow)
Revenue
Expenses
Loss for the year
Oman
2022
US$m
11.3
512.5
(112.8)
(256.3)
111.9
47.9
Oman
2022
US$m
3.6
(9.5)
(5.9)
(4.1)
(1.8)
(5.9)
(4.6)
–
8.2
3.6
2021
US$m
–
–
–
–
–
–
2021
US$m
–
–
–
–
–
–
–
–
–
–
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report
188
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
31. Acquisition of subsidiary undertakings
The Malawi and Oman acquisitions open up considerable growth opportunities to Helios
Towers. The portfolios of towers purchased from the MNOs come with lower tenancy ratios
initially as they were principally built and operated for a sole MNO. Therefore, whilst the
tenancy ratio and EBITDA margins are lower than the Group margins, they offer a platform
from which the assets can be developed to serve the needs of all the MNOs in these markets.
Investing cash flows
Malawi
Oman
Total investing cash flows
2022
US$m
44.2
91.4
135.6
a) Malawi (March 2022)
On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the
previously announced transaction with Airtel Africa. The Group has acquired 100% of the
share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites,
colocation contracts and certain supplier contracts. The Group has treated this as a single
business combination transaction and accounted for it in accordance with IFRS 3, using the
acquisition method. The total consideration in respect of the transaction was US$57.7 million.
Goodwill arising on this business combination has been allocated to the Malawi CGU. The
goodwill is not deductible for tax purposes. On the same date, in tandem with, but
immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m
for a 20% stake in the business. See section ii) for the transactions with minority shareholders
on the acquisition date. Non-controlling interest is recognised under the proportion of net
assets basis method as permitted under IFRS 3.
i) Acquisition of 100% of the share capital of Malawi Towers Ltd
The breakdown of the acquisition price and goodwill generated by the acquisition is as follows:
The business combination had the following effect on the Group’s assets and liabilities:
Identifiable assets acquired
Assets
Fair value of property, plant and equipment
Fair value of intangible assets
Right-of-use assets
Other assets
Cash
Total assets
Liabilities
Other liabilities
Lease liabilities
Deferred taxation
Total liabilities
Total net identifiable assets
24 March
2022
US$m
37.6
20.7
2.8
2.6
0.6
64.3
(6.6)
(2.1)
(8.2)
(16.9)
47.4
The identified goodwill reflects the lease-up potential of the asset base. Deferred
consideration is payable subject to timing of future closings of sites and to the committed
build-to-suit rollout up to March 2025. This has been discounted to reflect the present value
of future payments.
The Group has assessed the fair value of assets acquired at US$47.4 million, based on
appropriate valuation methodology. The valuation techniques used for measuring fair value
of material assets acquired were as follows:
Assets acquired
Valuation technique
Acquisition price and goodwill
Consideration paid in cash
Deferred consideration
Total acquisition price (100%)
Net assets acquired (100%)
Resulting goodwill
2022
US$m
44.8
12.9
57.7
(47.4)
10.3
24 March
Property, plant and equipment
Depreciated replacement cost adjusted for physical
deterioration as well as functional and economic
obsolescence.
Intangible assets (customer relationships) Multi-period excess earnings method which
considered the present value of net cash flows
expected to be generated by the customer
relationships.
The Group incurred acquisition related costs of US$2.0 million in 2022 and US$3.1 million in
previous financial years. These costs have been included in deal costs in the Group’s
consolidated income statement when incurred. For the period from 24 March to 31 December
2022 this acquisition contributed revenue of US$23.6 million and EBITDA of US$7.2 million.
Financial StatementsGovernance ReportStrategic Report
189
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
31. Acquisition of subsidiary undertakings (continued)
The business combination had the following effect on the Group’s statement of cash flows:
Total investing cash flows
Consideration paid in cash
Less: cash acquired
Total cash outflow
US$m
44.8
(0.6)
44.2
ii) Contribution from minority shareholders
On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the
minority shareholder contributed US$5.3 million for a 20% stake in the business. On the same
date the minority shareholder also contributed a loan of US$3.5 million to the entity.
b) Oman (December 2022)
On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure
SAOC of the previously announced transaction with Omantel. The Group has acquired 70%
of the share capital of which includes the passive infrastructure on 2,519 sites, colocation
contracts and certain supplier contracts. The Group has treated this as a single business
combination transaction and accounted for it in accordance with IFRS 3 – Business
Combinations (IFRS 3) using the acquisition method. The total consideration in respect of the
transaction was US$494.6 million. Goodwill arising on this business combination has been
allocated to the Oman CGU. The Goodwill is deductible for tax purposes. This acquisition is in
line with the Group’s strategy. On the same date, a 30% stake in the business was sold to
Rakiza Telecommunications Infrastructure LLC as part of the same agreement for total
consideration of US$89.1 million. Non-controlling interest is recognised under the fair value
method as permitted under IFRS 3.
The fair value assessment of the assets and liabilities acquired is still ongoing and may be
updated within the 12-month period following the acquisition in line with the requirements of
IFRS 3. The below figures are therefore provisional.
The business combination had the following effect on the Group’s assets and liabilities:
Identifiable assets acquired
Assets
Fair value of property, plant and equipment
Fair value of intangible assets
Right of use assets
Other assets
Cash
Total assets
Liabilities
Other liabilities
Lease liabilities
Loans
Total liabilities
Total net identifiable assets acquired
8 December
2022
US$m
147.6
322.8
19.4
0.7
0.6
491.1
(7.9)
(19.4)
(328.8)
(356.1)
135.0
The identified goodwill reflects the lease-up potential of the asset base.
The Group has assessed the fair value of net assets acquired at US$477.4 million, based on
appropriate valuation methodology. The valuation techniques used for measuring fair value
of material assets acquired were as follows:
Assets acquired
Valuation technique
Property, plant and equipment
Depreciated replacement cost adjusted for physical
deterioration as well as functional and economic
obsolescence.
The breakdown of the acquisition price and goodwill generated by the acquisition is as follows:
Intangible assets (customer relationships) Multi-period excess earnings method which
Total consideration paid
Repayment of debt to seller
Consideration paid in cash for minority interest
Deferred receivable
IFRS Consideration
Non-controlling interest
Less: Net assets acquired
Resulting goodwill
considered the present value of net cash flows
expected to be generated by the customer
relationships.
The Group incurred acquisition related costs of US$13.4 million in 2022 and US$8.0 million
in previous financial years. These costs have been included in deal costs in the Group’s
consolidated income statement when incurred. For the period from 8 December to
31 December 2022 this acquisition contributed revenue of US$3.6 million and EBITDA of
US$2.3 million. It is not possible to disclose full year revenue and EBITDA for FY22 as the
business did not operate as a standalone business prior to the acquisition.
8 December
2022
US$m
494.6
(328.8)
(49.7)
(7.3)
108.8
49.7
(135.0)
23.5
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 190
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
31. Acquisition of subsidiary undertakings (continued)
The business combination had the following effect on the Group’s statement of cash flows:
Following completion of the purchase price accounting process the fair value of the initial
assets acquired has been adjusted as follows:
Total cash outflow
Investing
Acquisition of subsidiary equity
Less: deposit paid in prior year
Less: cash acquired
Total investing cash flows
Financing
Repayment of debt
Drawdown of debt facility
Minority investor loan facility
Total financing cash flows
Total cash outflow
US$m
116.0
(24.0)
(0.6)
91.4
328.8
(200.0)
(39.4)
89.4
180.8
c) Finalisation of Madagascar acquisition purchase price accounting (2021)
On 2 November 2021, the Group completed the acquisition of Madagascar Towers SA of the
previously announced transaction with Airtel Madagascar. The group has acquired the
passive infrastructure on 490 sites, colocation contracts and certain supplier contracts. The
Group has treated this as a single business combination transaction and accounted for it in
accordance with IFRS 3 using the acquisitions method. The total consideration in respect of
the transaction was US$59.0 million. Goodwill arising on this business combination has been
allocated to the Madagascar CGU. The goodwill is not deductible for tax purposes. This
acquisition is in line with the Group’s strategy.
Identifiable assets acquired at 2 November 2021:
Assets
Fair value of property, plant and equipment
Fair value of intangible assets
Right of use assets
Other assets
Cash
Total assets
Liabilities
Other liabilities
Lease liabilities
Deferred taxation
Total liabilities
Total net identifiable assets
Goodwill on acquisition
Total consideration
Consideration paid in cash
Deferred consideration
Total consideration
Previously
reported
US$m
Adjustment
US$m
Final
allocation
US$m
26.7
34.6
3.6
1.6
0.1
66.6
(3.6)
(3.6)
(8.4)
(15.6)
51.0
8.0
59.0
46.8
12.2
59.0
(10.5)
4.9
(5.6)
1.5
1.5
(4.1)
4.1
–
–
16.2
34.6
3.6
6.5
0.1
61.0
(2.1)
(3.6)
(8.4)
(14.1)
46.9
12.1
59.0
46.8
12.2
59.0
Prior year comparatives have been restated in accordance with the above.
32. Subsequent events
There were no material subsequent events.
Financial StatementsGovernance ReportStrategic Report 191
Helios Towers plc Annual Report and Financial Statements 2022
Company Statement of Financial Position
As at 31 December
Company Statement of Changes in Equity
For the year ended 31 December 2022
Non-current assets
Investments
Current assets
Trade and other receivables
Prepayments
Cash and cash equivalents
Total assets
Equity
Issued capital and reserves
Share capital
Share premium
Share-based payments reserves
Other reserves
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
Note
2022
US$m
2021
US$m
3
4
5
6
7
1,316.9
1,316.9
1,240.2
1,240.2
63.8
0.2
5.9
69.9
45.5
0.3
105.8
151.6
1,386.8
1,391.8
13.5
105.6
16.0
7.2
1,234.4
1,376.7
10.1
10.1
13.5
105.6
12.4
7.2
1,244.5
1,383.2
8.6
8.6
Share
capital
US$m
Share
premium
US$m
Other
reserves
US$m
Share-
based
payments
reserves
US$m
Attributable
to the
owners of
the
Company
US$m
Retained
earnings
US$m
Total
equity
US$m
12.8
–
–
–
0.7
–
105.6
–
7.2
10.9
1,254.6
1,285.5
1,285.5
–
–
–
–
(10.1)
(10.1)
(10.1)
–
1.5
–
–
106.3
1.5
106.3
1.5
13.5
105.6
7.2
12.4
1,244.5
1,383.2
1,383.2
–
–
–
–
–
–
–
–
–
–
(10.1)
(10.1)
(10.1)
–
3.6
–
–
–
3.6
–
3.6
13.5
105.6
7.2
16.0
1,234.4
1,376.7
1,376.7
Balance at
1 January 2021
Total comprehensive
loss for the year
Transactions with
owners:
Issue of share capital
Share-based payments
Balance at
31 December 2021
Total comprehensive
loss for the year
Transactions with
owners:
Issue of share capital
Share-based payments
Balance at
31 December 2022
1,386.8
1,391.8
Share-based payments reserves relate to share options awarded.
The loss for the year attributable to the shareholders of the Company and recorded through
the accounts of the Company was US$10.1 million (2021: US$10.1 million).
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on
15 March 2023 and signed on its behalf by:
Tom Greenwood
Manjit Dhillon
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 192
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Company Financial Statements
For the year ended 31 December 2022
1. Statement of compliance and presentation of financial statements
Helios Towers plc (‘the Company’), together with its subsidiaries (collectively, ‘Helios’, or ‘the
Group’), is an independent tower company, with operations across seven countries. Helios
Towers plc is a public limited company incorporated and domiciled in the UK, and registered
under the laws of England & Wales under company number 12134855 with its registered
address at 10th Floor, 5 Merchant Square West, London W2 1AS, United Kingdom. The
ordinary shares of Helios Towers plc were admitted to the premium listing segment of the
Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange
plc’s main market for listed securities. The Company is the parent and ultimate parent of the
Group.
The principal accounting policies adopted by the Company are set out in Note 2. These
policies have been consistently applied to all periods presented.
2. Accounting policies
Basis of preparation
The Company Financial Statements have been prepared in accordance with applicable
United Kingdom accounting standards, including Financial Reporting Standard 102 – ‘The
Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (FRS
102), and with the Companies Act 2006.
The Financial Statements have been prepared on the historical cost basis. The Financial
Statements are presented in United States Dollars (US$), and rounded to the nearest
hundred thousand (US$0.1 million) except where otherwise stated, which is the functional
currency of the Company. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
Helios Towers plc meets the definition of a qualifying entity under FRS 102 and has therefore
taken advantage of the disclosure exemptions available to it in respect of its Financial
Statements. Exemptions have been taken in relation to share-based payments, financial
instruments, presentation of a cash flow statement, intra-Group transactions and
remuneration of key management personnel.
The Company has taken advantage of section 408 of the Companies Act 2006 and has not
included its own profit and loss account in these Financial Statements.
The principal accounting policies adopted are set out below.
Foreign currency translation
In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the fair value was
determined.
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party
to the contractual provisions of the instrument. Financial liabilities and equity instruments
are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including
transaction costs), except for those financial assets classified as at fair value through profit
or loss, which are initially measured at fair value (which is normally the transaction price
excluding transaction costs), unless the arrangement constitutes a financing transaction.
If an arrangement constitutes a financing transaction, the financial asset or financial liability
is measured at the present value of the future payments discounted at a market rate of
interest for a similar debt instrument.
Debt instruments that are classified as payable or receivable within one year on initial
recognition, and which meet the above conditions, are measured at the undiscounted amount
of the cash or other consideration expected to be paid or received, net of impairment.
(ii) Investments
Investments in subsidiaries and associates are measured at cost less impairment (which is
tested when there is an indicator of potential impairment). For investments in subsidiaries
acquired for consideration, including the issue of shares qualifying for merger relief, cost is
measured by reference to the nominal value of the shares issued plus the fair value of other
consideration.
(iii) Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other
resources received or receivable, net of direct issue costs.
(iv) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at
each balance sheet date and if such an indicator exists, an impairment test is performed. If
there is objective evidence of impairment, an impairment loss is recognised in profit or loss.
Related parties
For the purpose of these Financial Statements, parties are considered to be related to the
Company if they have the ability, directly or indirectly to control the Company or exercise
significant influence over the Company in making financial or operating decisions, or vice
versa, or where the Company is subject to common control or common significant influence.
Related parties may be individuals or other entities.
Financial StatementsGovernance ReportStrategic Report 193
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Company Financial Statements continued
For the year ended 31 December 2022
2. Accounting policies (continued)
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected
to be paid (or recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events that result in an obligation to
pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date.
Timing differences are differences between the Company’s taxable profits and its results as
stated in the Financial Statements that arise from the inclusion of gains and losses in tax
assessments in periods different from those in which they are recognised in the Financial
Statements.
Cost
Brought forward
Additions in the year
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as an expense
when employees have rendered service entitling them to the contributions. Payments made
to state-managed retirement benefit schemes are dealt with as payments to defined
contribution schemes where the Company’s obligations under the schemes are equivalent to
those arising in a defined contribution retirement benefit scheme. No employee remuneration
is paid by the Company.
Share-based payment
The Company grants to its employees rights to the equity instruments of its Group. The fair
value of awards granted is recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at grant date and spread over the period during
which the employees become unconditionally entitled to receive the awards. The fair value of
the awards granted is measured using a pricing model, taking into account the terms and
conditions upon which the awards were granted.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in Note 2, the
Directors are required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The Directors consider that there are no critical accounting judgements or key sources of
estimation uncertainty within the Company’s individual Financial Statements.
Financial risk management
The Company has exposure to market risk. The overall framework for managing risk that
affects the Company is discussed in Note 2 to the Consolidated Financial Statements.
All carrying values are considered to be fair values.
Foreign currency risk
The Company holds monetary assets and liabilities in currencies other than US Dollar.
The majority of these relate to intercompany balances.
3. Investments
2022
US$m
2021
US$m
1,240.2
76.7
1,192.7
47.5
1,316.9
1,240.2
–
–
–
–
1,316.9
1,240.2
Carried forward at 31 December
Provision for impairment
Brought forward
Carried forward at 31 December
Net book value as at 31 December
Details of the Company’s subsidiary undertakings are set out in Note 13 in the Consolidated
Financial Statements of the Group.
The following UK subsidiaries will take advantage of the audit exemption set out within
section 479A of the Companies Act 2006 for the year ended 31 December 2022.
Name
Helios Towers UK Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Bidco Limited
Helios Towers Madagascar Holdings Limited
Helios Towers Partners (UK) Limited
HTA(UK) Partner Limited
Helios Towers Africa LLP
Helios Towers Gabon Holdings Limited
Helios Towers Chad Holdings Limited
Company number
12861165
13074060
13325881
13074064
11849776
07564867
OC352332
13636529
13547961
No event triggering a possible impairment was identified in the current year and, therefore,
no impairment test was performed.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 194
Helios Towers plc Annual Report and Financial Statements 2022
Notes to the Company Financial Statements continued
For the year ended 31 December 2022
4. Trade and other receivables
Amounts receivable from related parties
2022
US$m
63.8
2021
US$m
45.5
Amounts receivable from related parties are unsecured, interest free and repayable on
demand.
5. Cash and cash equivalents
Bank balances
6. Share capital
Authorised, issued and fully paid
Ordinary shares of £0.01 each
2022
US$m
5.9
2021
US$m
105.8
2022
Number
of shares
(millions)
1,051
1,051
US$m
13.5
13.5
2021
Number
of shares
(millions)
1,048
1,048
US$m
13.5
13.5
The share capital is represented by the share capital of the Company, Helios Towers plc. The
Company was incorporated on 1 August 2019 to act as the holding company for the Group.
On 16 June 2021, the Company issued 48 million new ordinary shares in the capital of the
Company. This raised gross proceeds of US$109.3 million.
7. Trade and other payables
Amounts payable to related parties
2022
US$m
10.1
2021
US$m
8.6
Amounts payable to related parties are unsecured, interest free and repayable on demand.
Financial StatementsGovernance ReportStrategic Report 195
Helios Towers plc Annual Report and Financial Statements 2022
List of subsidiaries
Name of subsidiary
Registered office address
Helios Towers Africa LLP
Helios Towers Partners (UK) Limited
HTA (UK) Partner Ltd
Helios Towers UK Holdings Limited
Helios Towers Madagascar Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Chad Holdings Limited
Helios Towers Gabon Holdings Limited
Helios Towers Bidco Limited
Helios Towers, Ltd.
HTA Holdings, Ltd
HTA Group, Ltd
HT Congo Brazzaville Holdco Limited
HT Holdings Tanzania, Ltd
Helios Chad Holdco Limited
Helios Towers Congo Brazzaville SASU
Helios Towers DRC SARL
HT DRC Infraco SARL
Helios Towers Tanzania Limited
HTT Infraco Limited
HS Holdings Limited
Helios Towers Ghana Limited
HTG Managed Services Limited
Towers NL Cooperatief U.A.
McTam International 1 B.V.
McRory Investment B.V.
Helios Towers South Africa Holdings (Pty) Ltd
Helios Towers South Africa (Pty) Ltd
Helios Towers South Africa Services (Pty) Ltd
Helios Towers Group Services (Pty) Ltd
HTSA Towers (Pty) Ltd
Helios Towers FZ-LLC
Helios Towers Senegal SAU
Helios Towers (SFZ) SPC
HT Services Limited
Madagascar Towers SA
Malawi Towers Limited
Helios Towers Gabon S.A.
Oman Tech Infrastructure SAOC
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
1st Floor TPI Building, Boulevard Denis Sassou-Nguesso, opposite the SCLOG, Mpila, Brazzaville, Congo
1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar es Salaam, Tanzania
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar es Salaam, Tanzania
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar es Salaam, Tanzania
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra, Ghana
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra, Ghana
EDGE Amsterdam West (Basisweg 10, 1043 AP, Amsterdam)
Oslo 1, 2993 LD Barendrecht, The Netherlands
Oslo 1, 2993 LD Barendrecht, The Netherlands
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
DIC, Unit 102, Floor 1, Building 5, Dubai Internet City, United Arab Emirates
Dakar (Sénégal), Résidence Malaado Plaza, Tour de l’œuf, Point E, 5e étage Bâtiment
Salalah Free Zone, PO Box 87, Postal code: 217
2nd Floor, Glass House, Area 14, Lilongwe, Malawi
Immeuble S, Lot II J 1 AA Morarano Alarobia, Antananarivo, Madagascar
Malawi Towers Limited, 2nd Floor, Glass House, Area 14, P.O. Box 30450, Capital City, Lilongwe, Malawi
Immeuble Assia 1, 1er Etage, Haut de guegue, BP 936, Libreville, Gabon
6th Floor, Al Fardan Heights Building, Al Maardh St, Muscat, Oman
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 196
Helios Towers plc Annual Report and Financial Statements 2022
Officers, professional advisors and shareholder information
Directors (as at 31 December 2022)
Sir Samuel Jonah
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
Helis Zulijani-Boye
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
Company Secretary
Paul Barrett
Registered Office
10th Floor
5 Merchant Square West
London
W2 1AS
United Kingdom
Registered number
12134855
Banker
NatWest Bank Plc
63 Piccadilly & New Bond Street
London
W1J 0AJ
Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Solicitor
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Financial PR
FTI Consulting
200 Aldersgate Street
Barbican
London
EC1A 4HD
Shareholder Information
Corporate website
The website provides information regarding
the Company’s:
Electronic communications
We encourage our shareholders to receive
documentation from Helios Towers plc
electronically to benefit from:
– governance;
– Sustainable Business Strategy;
– business model; and
– values and approach.
There is also a dedicated Investors section
which contains up-to-date information for
shareholders and future investors including:
– results, reports and presentations;
– regulatory announcements;
– share price data;
– financial calendar; and
– recent M&A transactions and financing
projects.
Registrar
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol
BS13 8AE
All general queries regarding holdings of
ordinary shares in the Company should be
addressed to the Company’s Registrar at
the above address or online at www-uk.
computershare.com/Investor/#Help/Index
Telephone for both UK and overseas
shareholders: +44 (0)370 703 6049
– viewing the Annual Report and Financial
Statements on their publication date;
– receiving email alerts when shareholder
documents are available;
– casting their AGM vote electronically; and
– managing their shareholding quickly and
securely online, through Computershare.
Receiving electronic shareholder
communications also carries environmental
benefits through reduced use of printing,
paper and couriers. For further information
and to register for electronic shareholder
communications, visit www-uk.
computershare.com/Investor/#Home.
Shareholder security
Companies have become increasingly aware
of shareholders receiving unsolicited
telephone calls or correspondence
concerning investment matters. These
callers typically cold-call investors offering
worthless, overpriced, or potentially
non-existent shares, or to buy shares at an
inflated price in return for an upfront
payment.
More detailed information on this or similar
activity, and how to avoid investment scams,
can be found on the Financial Conduct
Authority’s website.
Financial StatementsGovernance ReportStrategic Report 197
Helios Towers plc Annual Report and Financial Statements 2022
Glossary
We have prepared the annual report
using a number of conventions, which
you should consider when reading
information contained herein as follows.
All references to ‘we’, ‘us’, ‘our’, ‘HT Group’,
‘Helios Towers’ our ‘Group’ and the ‘Group’
are references to Helios Towers, plc and
its subsidiaries, taken as a whole.
‘2G’ means the second-generation cellular
telecommunications network commercially
launched on the GSM and CDMA standards.
‘3G’ means the third-generation cellular
telecommunications networks that allow
simultaneous use of voice and data
services, and provide high-speed data
access using a range of technologies.
‘4G’ means the fourth-generation cellular
telecommunications networks that allow
simultaneous use of voice and data
services, and provide high-speed data
access using a range of technologies (these
speeds exceed those available for 3G).
‘5G’ means the fifth generation cellular
telecommunications networks. 5G does
not currently have a publicly agreed upon
standard; however, it provides high-speed
data access using a range of technologies
that exceed those available for 4G.
‘Adjusted EBITDA’ is defined by
management as 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 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.
‘BEIS’ means Department for Business,
Energy and Industrial Strategy.
‘Annualised portfolio free cash flow’ means
portfolio free cash flow for the respective
period, adjusted to annualise for the impact
of acquisitions closed during the period.
‘Average diesel emissions per tenant’ have
been calculated from diesel consumption
figures for our five established markets,
comparing diesel consumption on towers
with one, two, three or four tenants.
‘average remaining life’ means the average
of the periods through the expiration of
the term under certain agreements.
‘APMs’ Alternative Performance Measures
are measures of financial performance,
financial position or cash flows that are
not defined or specified under IFRS
but used by the Directors internally to
assess the performance of the Group.
‘Average diesel emissions reductions’ have
been calculated from diesel consumption
figures for our five established markets,
comparing diesel consumption on towers
with one, two, three and four tenants.
‘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.
‘B-BBEE’ refers to ‘Broad-Based Black
Economic Empowerment’ a South
African Government policy promoting
the participation of ethnically diverse
South Africans in the local economy.
‘build-to-suit/BTS’ means sites constructed
by our Group on order by a MNO.
‘CAGR’ means compound annual growth
rate.
‘Carbon emissions per tenant’ is the
metric used for our intensity target. The
carbon emissions include Scope 1 and
2 emissions for the markets included in
the target and the average number of
tenants is calculated using monthly data.
‘Chad’ means Republic of Chad.
The ‘Code’ means the UK Corporate
Governance Code 2018.
‘colocation’ means the sharing of site space
by multiple customers or technologies on
the same site, equal to the sum of standard
colocation tenants and amendment
colocation tenants.
‘colocation tenant’ means each additional
tenant on a site in addition to the primary
anchor tenant and is classified as either a
standard or amendment colocation tenant.
‘committed colocation’ means contractual
commitments relating to prospective
colocation tenancies with customers.
‘Company’ means Helios Towers, Ltd prior to
17 October 2019, and Helios Towers plc on or
after 17 October 2019.
‘Congo Brazzaville’ otherwise also known as
the Republic of Congo.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 198
Helios Towers plc Annual Report and Financial Statements 2022
Glossary continued
‘contracted revenue’ means total
undiscounted revenue as at that date with
local currency amounts converted at the
applicable average rate for US Dollars
held constant. Our contracted revenue
calculation for each year presented assumes:
(i) no escalation in fee rates, (ii) no increases
in sites or tenancies other than our
committed tenancies (which include
committed colocations and/or committed
anchor tenancies), (iii) our customers do not
utilise any cancellation allowances set forth
in their MLAs (iv) our customers do not
terminate MLAs early for any reason and (v)
no automatic renewal.
‘corporate capital expenditure’ primarily
relates to furniture, fixtures and equipment.
‘CPI’ means Consumer Price Index.
‘Downtime per tower per week’ refers to
the average amount of time our sites are not
powered across each week.
‘DEI’ means Diversity, Equity and Inclusion.
‘Deloitte’ means Deloitte LLP.
‘DRC’ means Democratic Republic of Congo.
‘EBT’ means Employee Benefit Trust.
‘ESG’ means Environmental, Social and
Governance.
‘Executive Committee’ means the Group
CEO, the Group CFO, the regional CEO’s, the
Director of Business Development and
Regulatory Affairs, the Director of Delivery
and Business Excellence, the Director of
Operations and Engineering, the Director of
Human Resources, the Director of Property
and SHEQ and the General Counsel and
Company Secretary.
‘Executive Leadership Team’ means the
Executive Committee, the regional directors,
the country managing directors and the
functional specialists.
‘Executive Management’ means Executive
Committee.
‘Fatality frequency rate’ refers to
occupational fatalities per million hours
worked (five-year roll).
‘FCA’ means ‘Financial Conduct Authority’.
‘FRC’ means the Financial Reporting
Council.
‘FRS 102’ means the Financial Reporting
Standard Applicable in the UK and Republic
of Ireland.
‘FTSE’ refers to ‘Financial Times Stock
Exchange’.
‘FTSE WLR’ means FTSE Women Leaders
Review.
‘Free Cash Flow’ means Adjusted free cash
flow less net change in working capital, cash
paid for adjusting and EBITDA adjusting
items, cash paid in relation to non-recurring
taxes and proceeds on disposal of assets.
‘Gabon’ means Gabonese Republic.
‘Ghana’ means the Republic of Ghana.
‘GHG’ means greenhouse gases.
‘gross debt’ means non-current loans and
current loans and long-term and short-term
lease liabilities.
‘gross leverage’ means gross debt divided
by annualised Adjusted EBITDA.
‘gross margin’ means gross profit, adding
site and warehouse depreciation, divided by
revenue.
‘growth capex’ or ‘growth capital
expenditure’ relates to (i) construction of
build-to-suit sites (ii) installation of
colocation tenants and (ii) and investments
in power management solutions.
‘Group’ means Helios Towers, Ltd (HTL) and
its subsidiaries prior to 17 October 2019, and
Helios Towers plc and its subsidiaries on or
after 17 October 2019.
‘GSMA’ is the industry organisation that
represents the interests of mobile network
operators worldwide.
‘Hard currency Adjusted EBITDA’ refers to
Adjusted EBITDA that is denominated in US
Dollars, US$ pegged, US Dollar linked or
Euro pegged.
‘Hard currency Adjusted EBITDA %’ refers
to Hard currency Adjusted EBITDA as a % of
Adjusted EBITDA
‘Helios Towers Congo Brazzaville’ or ‘HT
Congo Brazzaville’ means Helios Towers
Congo Brazzaville SASU.
‘Helios Towers DRC’ or ‘HT DRC’ means HT
DRC Infraco 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.
‘IAL’ means Independent Audit Limited.
‘IFRS’ means International Financial
Reporting Standards as adopted by the
European Union.
‘independent tower company’ means a
tower company that is not affiliated with a
telecommunications operator.
‘Indicative site ROIC’ is for illustrative
purposes only, and based on Group average
build-to-suit tower economics as of
December 2022. Site ROIC calculated as site
portfolio free cash flow divided by indicative
capital expenditure. Site portfolio free cash
flow reflects indicative Adjusted gross profit
per site less ground lease expense and
non-discretionary capex.
‘Indicative site Adjusted gross profit and
profit/(loss) before tax’ is for illustrative
purposes only, and based on Group average
build-to-suit tower economics as of
December 2021. Site profit/(loss) before tax
calculated as indicative Adjusted gross profit
per site less indicative selling, general and
administrative (SG&A), depreciation and
financing costs.
‘IPO’ means Initial Public Offering.
‘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) and ISO
37001 (Anti-Bribery Management).
‘Lath’ means Lath Holdings, Ltd.
‘Lean Six Sigma’ is a renowned approach
that helps businesses increase productivity,
reduce inefficiencies and improve the quality
of output.
Financial StatementsGovernance ReportStrategic Report 199
Helios Towers plc Annual Report and Financial Statements 2022
Glossary continued
‘lease-up’ means the addition of colocation
tenancies to our sites.
‘Levered portfolio free cash flow’ means
portfolio free cash flow less net payment of
interest.
‘Lost Time Injury Frequency Rate’ means
the number of lost time injuries per 1m
person-hours worked (12-month roll)
‘LSE’ means London Stock Exchange.
‘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.
‘MTSAs’ means master tower services
agreements.
‘Near miss’ is an event not causing harm but
with the potential to cause injury or ill health.
‘LTIP’ means Long Term Incentive Plan.
‘NED’ means Non- Executive Director.
‘Madagascar’ means Republic of
Madagascar.
‘net debt’ means gross debt less adjusted
cash and cash equivalents.
‘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.
‘MSCI’ means Morgan Stanley Capital
International.
‘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.
‘Millicom’ means Millicom International
Cellular SA.
‘MLA’ means master lease agreement.
‘MNO’ means mobile network operator.
‘net leverage’ means net debt divided by
last quarter annualised Adjusted EBITDA.
‘net receivables’ means total trade
receivables (including related parties) and
accrued revenue, less deferred income.
‘Newlight’ means Newlight Partners LP.
‘Oman’ means Sultanate of Oman.
‘Orange’ means Orange S.A.
‘our established markets’ refers to Tanzania,
DRC, Congo Brazzaville, Ghana and South
Africa.
‘our markets’ or ‘markets in which we
operate’ refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal,
Madagascar, Malawi and Oman.
‘Percentage of employees trained in Lean
Six Sigma’ is the percentage of permanent
employees who have completed the Orange
or Black Belt training programme.
‘Population coverage’ refers to the
Company estimated potential population
that falls within the network coverage
footprint of each 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. Figures
presented reflects towers that are under
service level agreements with customers.
‘Principal Shareholders’ refers to Quantum
Strategic Partners Ltd, Helios Investment
Partners and Albright Capital Management.
‘Project 100’ refers to our commitment to
invest US$100 million between 2022 and
2030 on carbon reduction and carbon
innovation.
‘Quantum’ means Quantum Strategic
Partners, Ltd.
‘Road Traffic Accident Frequency Rate’
means the number of work related road
traffic accidents per 1m km 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.
‘Shares’ means the shares in the capital of
the Company.
‘Shareholders Agreement’ means the
agreement entered into between the
Principal Shareholders and the Company on
15 October 2019, which grants certain
governance rights to the Principal
Shareholders and sets out a mechanism for
future sales of shares in the capital of the
Company.
‘SHEQ’ means safety, health, environment
and quality.
‘site acquisition’ means a combination of
MLAs or MTSAs, which provide the
commercial terms governing the provision of
site space, and individual ISA, which act as
an appendix to the relevant MLA or MTSA,
and include site-specific terms for each site.
‘site agreement’ means the MLA and ISA
executed by us with our customers, which
act as an appendix to the relevant MLA and
includes certain site-specific information (for
example, location and any grandfathered
equipment).
‘SLA’ means service-level agreement.
‘South Africa’ means the Republic of
South Africa.
Financial StatementsGovernance ReportStrategic ReportFinancial StatementsGovernance ReportStrategic Report 200
Helios Towers plc Annual Report and Financial Statements 2022
Glossary continued
‘standard colocation’ means tower space
under a standard tenancy site contract rate
and configuration with defined limits in
terms of the vertical space occupied, the
wind load and power consumption.
‘standard colocation tenant’ means a
customer occupying tower space under a
standard tenancy lease rate and
configuration with defined limits in terms of
the vertical space occupied, the wind load
and power consumption.
‘strategic suppliers’ means suppliers that
deliver products or provide us with services
deemed critical to executing our strategy
such as site maintenance and batteries.
‘Sub-Saharan Africa’ or ‘SSA’ means African
countries that are fully or partially located
south of the Sahara.
‘Tanzania’ means the United Republic of
Tanzania.
‘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 Code’ means the UK Corporate
Governance Code published by the FRC and
dated July 2018, as amended from time to
time.
‘the Regulations’ means the Large and
Medium-sized Companies and Groups
(Accounts and Reports) regulations 2008
(as amended).
‘the Trustee’ means the trustee(s) of the
EBT.
‘Tigo’ refers to one or more subsidiaries of
Millicom that operate under the commercial
brand ‘Tigo’.
‘tower sites’ means ground-based towers
and rooftop towers and installations
constructed and owned by us on property
(including a rooftop) that is generally owned
or leased by us.
‘TSR’ means total shareholder return.
‘UK Corporate Governance Code’ means
the UK Corporate Governance Code
published by the Financial Reporting Council
and dated July 2018, as amended from time
to time.
‘UK GAAP’ means the United Kingdom
Generally Accepted Accounting Practice.
‘upgrade capex’ or ‘upgrade capital
expenditure’ comprises structural,
refurbishment and consolidation activities
carried out on selected acquired sites.
‘total colocations’ means standard
colocations plus amendment colocations as
of a given date.
‘US-style contracts’ means the structure
and tenor of contracts are broadly
comparable to large US-based companies.
‘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.
‘Viettel’ means Viettel Tanzania Limited.
‘Vodacom’ means Vodacom Group Limited.
‘Vodacom Tanzania’ means Vodacom
Tanzania plc.
Our customers, as well as certain other
telecommunications operators named in
this Annual Report, are generally referred
to in this document by their trade names.
Our contracts with these customers
are typically with an entity or entities in
that customer’s group of companies.
URLs included in the Annual Report
and Financial Statements 2022
Annual Report and Financial Statements
2022: https://www.heliostowers.
com/annual-report-2022.pdf
Reporting supplement to the Annual
Report and Financial Statements
2022: https://www.heliostowers.com/
annual-report-supplement-2022.pdf
GSMA State of Mobile Connectivity 2022:
https://www.gsma.com/r/wp-content/
uploads/2022/12/The-State-of-Mobile-
Internet-Connectivity-Report-2022.pdf
Strategic Community Investment:
https://www.heliostowers.com/media/
icwftqys/helios-towers-strategic-community-
investment.pdf
World Population Prospects 2022:
https://population.un.org/wpp/
International Energy Agency – African Energy
Outlook 2022: https://iea.blob.
core.windows.net/assets/6fa5a6c0-
ca73-4a7f-a243-fb5e83ecfb94/
AfricaEnergyOutlook2022.pdf
Code of Conduct: https://www.heliostowers.
com/media/d4dhgw43/the-helios-towers-
code-of-conduct_20220929.pdf
Third party code of conduct: https://
www.heliostowers.com/media/gtno4feb/
third-party-code-of-conduct.pdf
Human Rights Policy: https://www.
heliostowers.com/media/yzrlkopy/
ht-human-rights-policy-2021.pdf
Modern Slavery and Human Trafficking
Statement: https://www.heliostowers. com/
media/i1cpkilk/modern-slavery-and-human-
trafficking-statement-2022-1.pdf
Financial StatementsGovernance ReportStrategic Report Disclaimer
This document does not constitute an offering of securities or
otherwise constitute 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 document 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 and related
projections and forecasts. 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 these forward-looking statements, 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 document 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 document also contains industry, market and competitive position
data and forecasts from our own internal estimates and research as
well as from studies conducted by third parties, publicly available
information, industry and general publications and research and
surveys. This information involves a number of assumptions and
limitations, and you are cautioned not to give undue weight to these
estimates, as there is no assurance that any of them will be reached.
Industry publications, research, surveys and studies generally state
that the information they contain has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such
information is not guaranteed. Forecasts and other forward-looking
information obtained from these sources and from our and third party
estimates are subject to the same qualifications and uncertainties as
the other forward-looking statements in this prospectus and as
described above.
This document also contains non-GAAP financial information which
the Directors believe is valuable in understanding the performance of
the Group. However, non-GAAP information is not uniformly defined
by all companies and therefore it may not be comparable with
similarly titled measures disclosed by other companies, including
those in the Group’s industry. Although these measures are important
in the assessment and management of the Group’s business, they
should not be viewed in isolation or as replacements for, but rather as
complementary to, the comparable GAAP measures.
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