Helios Towers plc
Annual Report and
Financial Statements
2021
Driving the growth of
mobile communications
across Africa and
the Middle East
Helios Towers plc Annual Report and Financial Statements 2021
Who we are
Helios Towers is a leading independent
telecommunications infrastructure company,
focused on driving the growth of mobile
communications across Africa and the
Middle East.
We serve the major mobile network operators
(‘MNOs’) and operate today across seven high-
growth markets. Through signed acquisition
agreements, we expect to extend our presence
into three new attractive markets, making us
the most diversified towerco in Africa and the
Middle East.
Business excellence sits at the heart of our
Company: exceptional customer service, efficient
operations and empowered localised teams
combine to create sustainable value for all
our stakeholders.
Our mission
Our mission is to drive the growth of
mobile communications across Africa
and the Middle East.
Our purpose
Our purpose is to deliver exceptional
customer service through our business
excellence platform, and create
sustainable value for all our people,
environments, customers,
communities and investors.
Our values
Central to everything we do are
the Company’s core values:
•
Integrity, always striving to do
the right thing.
•
Partnership with all our
stakeholders, based on mutual
respect and benefiting from
each other.
•
Excellence, and our constant goal
to be the best we can be.
Business excellence
and efficiency
Network access and
sustainable development
Empowered people
and partnerships
See more on pages 22–39
Our strategic pillars
Our Sustainable Business Strategy
is distilled into three interdependent
pillars, and we indicate key
performance indicators (‘KPIs’) linked
to them using the symbols below:
2020
2021 449.1
2019
414.0
387.8
2020
2021 240.6
2019
226.6
205.2
2020
2021 59.0
2019
56.3
(4.5)
2020
2021 53.6
2019
54.7
52.9
2020
2021 9,560
2019
7,356
6,974
2020
2021 18,776
2019
15,656
14,591
2020
2021 1.96x
2019
2.13x
2.09x
2021 highlights
Group financial KPIs
Revenue US$m
+8%
Adjusted EBITDA
Δ
US$m
+6%
Operating profit/(loss) US$m
+5%
Adjusted EBITDA margin
Δ
%
(1ppt)
Sites
+30%
Overview
01 2021 highlights
02 At a glance
06 Our investment case
08 Driving sustainable cash
compounding returns
10 Chair’s statement
Strategic Report
12 Chief Executive Officer’s statement
14 Q&A with our CEO-Designate
18 Market overview
20 Business model
22 Strategic progress
40 Operating review
48 Announced acquisitions
49 Chief Financial Officer’s statement
52 Section 172(1) Statement
58 Non-financial information statement
60 Risk management
61 Principal risks and uncertainties
66 Viability statement
68 Alternative Performance Measures
71 Detailed financial review
Governance Report
76 Chair’s introduction to the
Governance Report
78 Board of Directors
81 Executive Management
86 Board Leadership and
CompanyPurpose
88 Division of Responsibilities
91 Composition, succession andevaluation
94 Nomination Committee Report
98 Audit Committee Report
106 Directors’ Remuneration Report
124 Directors’ Report
127 Statement of Directors’ responsibilities
Financial Statements
128 Independent auditor’s report
138 Consolidated Income Statement
139 Consolidated Statement of Other
Comprehensive Income
140 Consolidated Statement
of Financial Position
141 Consolidated Statement
of changes in Equity
142 Consolidated Statement
of Cash Flows
143 Notes to the Financial Statements
181 Company Statement of
FinancialPosition
182 Company Statement
of Changes in Equity
183 Notes to the Company
Financial Statements
186 List of subsidiaries
187 Officers, professional advisors and
shareholder information
188 Glossary
Tenancies
+20%
Tenancy ratio
(0.17x)
Δ
Alternative Performance Measures are
defined in the Alternative Performance
Measures section of this Annual Report
on page 68–70.
Group strategic KPIs
01
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Partners and contractors
>9,700
Contracted revenues
$3.9bn
of which, 99% is attributable
to blue-chip MNOs
At a glance
Who we are
People covered by
our towers
>139m
Employees
550
of whom, 97% of our OpCo
colleagues are local
Our assets
Tenancies
18,776
These tenants are predominantly
blue-chip MNOs, who provide wireless
voice and data services to consumers
and businesses.
Our infrastructure-sharing model
enables MNOs to roll out and
densify mobile coverage more
quickly, cost-effectively and with a
lower environmental impact. In turn,
this means that individuals and
communities across our markets
can experience the life-changing
benefits of mobile more rapidly.
We offer MNOs a comprehensive
passive infrastructure solution that
includes site selection and preparation,
maintenance, security, power
management, and hosting of active
equipment such as antennae.
These services are governed by
contracts that are long in tenure,
typically ten to fifteen years, and
provide a robust and high-quality
base of contracted revenues.
We operate in seven markets across
Africa today, and through signed
acquisition agreements, expect to
enter three new attractive markets
across Africa and the Middle East.
All share similar qualities: strong
population growth, low mobile
penetration, multiple MNOs and a
tower and power infrastructure gap.
Combined, these characteristics
present a compelling structural
growth opportunity for our business.
Sites
9,560
02
Helios Towers plc Annual Report and Financial Statements 2021
What we do
Acquire and build towers
We grow our tower portfolio through acquisitions,
and organically through build-to-suit (‘BTS’) sites
•
Our BTS model is entirely demand driven
•
We only construct towers after a contracted
anchor order from an MNO
Initial customer: anchor tenant
The anchor tenant places their active equipment
onto the HT tower
•
This anchor tenant owns the active equipment
and outdoor cabinet
•
HT owns and maintains all the passive
infrastructure and power systems
Additional customers:
standard colocation tenants
Additional tenants add their active equipment
onto the HT tower, sharing the tower space with
the anchor tenant
•
Colocations are central to our business model
•
Colocations drive earnings growth with minimal
additional opex or capex
Additional equipment:
amendment colocation tenants
Existing customers on a tower (the anchor tenant
or standard colocation tenants) modify or add
additional equipment
•
Additional revenues are generated from the
increased space and/or power requirements
of additional equipment
1
2
3
4
03
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
$/€
Where we operate
Senegal
SITES
1,232
TENANCIES
1,303
TENANCY RATIO
1.06X
Ghana
SITES
1,040
TENANCIES
2,041
TENANCY RATIO
1.96X
See more on page 46
Congo
Brazzaville
SITES
459
TENANCIES
661
TENANCY RATIO
1.44X
Structural
growth opportunity
51%
unique mobile
penetration across our
markets, compared to
85% in the US
(1)
DRC
SITES
2,062
TENANCIES
4,701
TENANCY RATIO
2.28X
At a glance continued
See more on page 43
See more on page 45
See more on page 42
The structural growth opportunity
(5)
Our markets are some of the fastest growing
in the world, driven by huge population growth
and low mobile penetration.
By 2050, the population across Africa and the
Middle East is expected to increase by 75% to
2.8 billion, far exceeding the 10% growth forecast
across the rest of the world. At the same time,
only half of the 1.6 billion population is connected
to mobile, compared to 87% in Europe and 85%
in the US.
These drivers, together with strong GDP growth,
a young and urbanising population and further
smartphone adoption is expected to drive an
estimated requirement of 25,000 points of
service (‘PoS’) over the next five years in our
expected ten markets. Each represents a
potential new tenancy for our business and
this organic growth opportunity exceeds the
size of our portfolio today.
04
Helios Towers plc Annual Report and Financial Statements 2021
$/€
$/€
$/€
$/€
Tanzania
SITES
4,005
TENANCIES
9,012
TENANCY RATIO
2.25X
Leading positions in attractive markets
Our markets share similar qualities. Each has
multiple blue-chip MNOs, strong population and
mobile subscriptions growth, a tower and power
infrastructure gap and, in five of our existing or
announced markets, a currency that is either
dollarised or Euro-pegged.
We are the leading independent tower company
in seven of our expected ten markets. This
positions us well to support mobile operators’
network expansion, through leasing-up our
existing site portfolio or through new BTS sites.
Infrastructure
challenges:
16hrs
grid availability per day
across our markets – yet
we delivered 99.99%
power uptime to
our customers
(3,4)
South Africa
SITES
272
TENANCIES
464
TENANCY RATIO
1.71X
Madagascar
SITES
490
TENANCIES
594
TENANCY RATIO
1.21X
See more on page 44
See more on page 47
See more on page 41
Sole or leading
independent towerco
Announced new markets
(2)
,
which as of 31 December 2021
had not closed
$/€
Hard currency markets
(dollarised or pegged)
(1) GSMA database, accessed January 2022. Reflects weighted
average unique mobile penetration based on 2021 sites, pro forma
for sites in the announced new markets.
(2) Announced markets’ reflects signed acquisition agreements with
both Omantel and Airtel Africa Group Companies (‘Airtel Africa’)
for their respective tower portfolios in Oman and Malawi, in addition
to a memorandum of understanding arrangement for the potential
acquisition of Airtel Africa’s tower portfolio in Gabon. All are subject
to completion.
(3) Grid hours per day reflects the site weighted average across the
Group in 2021.
(4) Power uptime reflects 2021 performance.
(5) Sources: UN World Population Prospects, June 2019; GSMA
database, accessed January 2022; Analysys Mason report,
February 2022.
05
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Our investment
case
Why invest?
High-quality asset
base driving cash
compounding returns
1
• Helios Towers benefits from a large
base of high-quality, contracted
revenues that provides the foundation
on which the Company can grow and
drive cash compounding returns.
• This is fuelled by long-term
contracts with diversified blue-chip
MNOs, typically ten to fifteen years
for the initial term, all of which
feature Consumer Price Index
(‘CPI’) and power escalators that
complement the high natural
hard currency earnings
(1)
.
• Through significant investment in
2021 and targeted investment in
2022, Helios Towers is building a
substantially larger tower portfolio on
which it can lease-up and drive cash
compounding returns (see pages
08–09 for further detail).
Contracted revenues
$3.9bn
of which 99% is attributable
to blue-chip MNOs
% Adjusted EBITDA
in hard currency
(1)
65%
Tenancy ratio
1.96x
Return on invested capital (‘ROIC’)
Δ
12%
06
Helios Towers plc Annual Report and Financial Statements 2021
(1) Hard currency earnings reflect % Adjusted EBITDA in either US$ or CFA (which is pegged to the Euro).
(2) GSMA Database, accessed January 2022. Figure reflects average unique subscribers, weighted by 2021 towers, pro forma for the announced
new markets.
(3) Analysys Mason report, February 2022. Reflects forecast PoS for HT’s seven operational markets as of December 2021 and forecast PoS in
Malawi, Oman and Gabon.
(4) TowerXchange Q4 2021 MENA and SSA guides.
(5) Against our 2030 target of 46% reduction in CO2e per tenant, we have seen a 7% year-on-year decrease in our five established markets.
Seepage 31 for more information.
Leading operator
with deep tower and
power expertise
3
High impact company,
driving sustainable value
for all stakeholders
• Helios Towers is a leading mobile
telecommunications company
focused on Africa and the Middle East,
with attractive tower portfolios in
each market of operation.
• Helios Towers has a deep skillset in
tower and power management, with
the executive team having over 150
years’ combined experience,
delivering one of the highest levels
of power uptime performance in
the region.
• Helios Towers has a sharp focus on
business excellence, building
empowered localised teams and
driving Lean Six Sigma principles of
efficiency through the organisation.
• Helios Towers’ markets are some of
the fastest growing mobile markets
in the world, driven by young and
growing populations, significant
GDP growth and low mobile
penetration today.
• As a result of these factors,
independent forecasts estimate
a requirement for approximately
25,000 new PoS across Helios Towers’
markets over the next five years,
representing an organic growth
opportunity larger than our business
size today. Organic tenancy growth,
and leasing up our assets, is the key
driver of delivering high-quality
returns, growth and profitability.
• Unlike the rest of the world, where
the majority of towers have been
divested to towercos, approximately
300,000 towers are still held by
MNOs in Africa and the Middle East,
providing a substantial inorganic
growth opportunity.
2 4
Significant organic
and inorganic growth
opportunities
• Helios Towers’ infrastructure-sharing
model is inherently sustainable, and
supports the efficient expansion of
critical mobile communications.
• Helios Towers’ Sustainable Business
Strategy has been developed
to maximise sustainable value for all
our stakeholders, true to our values.
• The Company has a robust
governance framework and
is accredited with four key
international standards.
Read more about our executive
management team on pages 81–85
Mobile penetration (2021)
(2)
51%
Forecast PoS additions (2021–26)
(3)
+25k
Towers held by MNOs
(4)
300k
Power uptime
99.99%
Markets in which HT is the
leading tower company
4/7
Executive teams’ tower
and power experience
+150 years
ISO Standards
4
Staff locally employed
in our markets
97%
Reduction in carbon intensity
per tenant
(5)
-7%
ISO 9001 (Quality)
ISO 14001 (Environmental)
ISO 45001 (Health & Safety)
ISO 37001 (Anti-Bribery)
07
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
11%
19%
32%
Key
Profit/(loss) before tax
Adjusted gross profit
(5)
22
12
40
37
66
How we drive
value creation
Driving sustainable cash
compounding returns
Tower companies generate the most attractive returns
by adding more tenants to a tower and ‘leasing-up’.
The costs of operating a tower are broadly fixed with
some small variable costs. Therefore, adding additional
tenants to towers drives significant compounding cash
flow returns through operationally leveraging these
fixed costs. At the same time, it reduces the
environmental impact per tenant.
Alongside capturing the strong growth opportunity
across our markets, our focus is on delivering
hard currency, cash compounding returns for
our stakeholders.
Tenancy ratio
1x
Tenancy ratio
2x
Tenancy ratio
3x
Indicative site ROIC
(1)
Indicative site Adjusted gross profit and profit/(loss)
before tax (US$k)
(2)
2021 tenancy ratio
1.96x
08
Helios Towers plc Annual Report and Financial Statements 2021
A significantly expanded asset base on
which we target tenancy ratio expansion
over the coming years
Lease-up drives significant operational
leverage on assets
•
Minimal incremental operating expenses
•
Minimal incremental capital expenditure
In 2021, we made investments to substantially expand
our asset base. The addition of 2,204 new sites (1,697
acquired, 507 organic) in the year represents a record for
the Company since its formation, and provides a larger
base to drive tenancy ratio expansion going forward.
Acquired tower portfolios typically come with a low
tenancy ratio (1.0x–1.4x) and the organic sites we build
have a 1.0x tenancy ratio on day-1. While both investments
produce positive Adjusted EBITDA for the Group, the key
driver of returns is the ability to lease-up these assets.
Excitingly, we operate in, and have expanded into, markets
that have strong secular growth tailwinds and multiple
blue-chip MNOs in each market. All provide the opportunity
to drive strong returns for our stakeholders.
The significant investment in new site builds and acquired
site portfolios will in the short-term dilute a number of
metrics including tenancy ratio, Adjusted EBITDA margin
and ROIC due to the lower levels of colocation on day-1.
However, these investments expand the base to which
we can generate compounded returns and position the
business well for further growth.
Our investment in both announced and closed acquisitions,
as well as financing activity through 2020 and 2021 to
support them, and movements in other gains / (losses),
resulted in a loss before tax of US$(119) million in FY 2021.
Capital expenditure
$395m
2020: $97m
New site additions (2021)
+2,204
2020: +382
ROIC
Δ
12%
2020: 14%
Adjusted EBITDA
Δ
$241m
of which, 65% is in hard currency
2020: $227m
Loss before tax
($119m)
2020: ($21m)
Multiple blue-chip MNOs in our markets:
2 MNOs
•
Congo
Brazzaville
3 MNOs
•
Senegal
•
Ghana
4+ MNOs
•
Tanzania
•
DRC
•
Madagascar
•
South Africa
(1) For illustrative purposes only, and based on Group average
build-to-suit tower economics as of December 2021. 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.
(2) 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.
09
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Chair’s statement
A truly
transformational
year for the
Company
2021 marked our second full year as
a public company, and a year in which
we continued to drive sustainable
value for our stakeholders.
It was a period of considerable
over-achievement against the growth
targets we announced during our IPO
in October 2019.
Indeed, alongside closing acquisitions
in Madagascar and Senegal in 2021,
our M&A pipeline produced a further
three acquisitions we are targeting to
close. When they are complete, and
when we factor in the committed BTS
towers that come with them, we will
have doubled the size of the Company
since IPO.
Of course, such extensive and rapid
growth needs careful management.
In particular, the demands, albeit
welcome, of expansion must never
come at the cost of customer
service and business excellence
in our existing markets.
It was, therefore, equally significant
that in 2021 we improved our power
uptime to all-time-highs and achieved
one of our best ever years of organic
tenancy additions, supporting the
expansion and densification of reliable
mobile communications across our
markets. MNOs trust us to power their
voice and data traffic whether in city
centre locations or in remote regions
where grid electricity may be limited,
unreliable or non-existent.
Delivering connectivity in
a sustainable manner
Our tower-sharing model is innately
sustainable, but we strive to do more
for our stakeholders. I am pleased to
see the team deliver on our ambitious
Sir Samuel Jonah KBE, OSG
Chair
10
Helios Towers plc Annual Report and Financial Statements 2021
growth targets and further advance
our Sustainable Business Strategy
through further empowering our local
teams and also setting ambitious but
achievable carbon reduction targets
for the first time.
Our Carbon Reduction Roadmap
has been prepared to deliver a
transparent plan of how we will
reduce our carbon intensity, while
we continue to expand critical mobile
coverage in our markets, and bring
with it, life changing services to
individuals and communities.
From my home in Ghana I get to
see our work in action. For example,
farmers are now able to share pictures
and details of their crops and find new
markets for them. And it’s always a
privilege to see remote schools
connecting to the world’s knowledge
and experiences for the first time.
Governance
We were delighted to welcome Manjit
Dhillon to the Board on 1 January 2021,
following his announced appointment
as Chief Financial Officer (‘CFO’) in
December 2020.
Otherwise, our composition remained
unaltered. This continuity has served
us well and we have a strong and
diverse mix of genders and ethnicities,
together with an appropriate balance
of Non-Executive Directors, including
the contribution of Sally Ashford as a
representative of our colleagues.
As importantly, we have individuals
with deep skills in the fields of towerco
operation, mobile communications,
HR and workforce engagement, and
finance and business leadership.
Section 172(1)
We believe our strategy and actions
reflect the requirements and our
compliance of Section 172(1) with the
information outlined in the Strategic
Report on pages 52–57. This includes
our commitment to our workforce,
customers, suppliers, investors,
communities and the environment,
operating both sustainably and
with integrity.
Our new CEO
In August 2021 we announced that
Kash Pandya had elected to retire
from his post as Chief Executive
Officer (‘CEO’), after a successful
tenure spanning six years. He will step
down in an orderly transition at the
Annual General Meeting (‘AGM’) in
April 2022.
Kash has led Helios Towers through
a successful listing on the London
Stock Exchange, as well as multiple
financing transactions and the
Company’s expansion from four
markets to ten including announced
acquisition agreements. His strong
leadership, and focus on customers’
needs and the well-being of
colleagues, will leave an indelible
mark. His guidance and experience
will also be staying with us; he has
accepted the Board’s request to
continue to serve as a Non-Executive
Deputy Chair.
We are also excited to appoint Tom
Greenwood to succeed Kash as CEO.
Tom was one of the Company’s very
first employees, rising to CFO in 2015
and leading the Group’s journey to
our IPO in 2019.
Tom was an exemplary candidate
for the CEO role. As Chief Operating
Officer (‘COO’) since 2020 he has
overseen a period of significant
growth, including the recent
acquisition announcements. He was
the natural choice to take up the reins,
and we feel this is succession planning
at its best.
Outlook 2022
We expect 2022 will be another
significant year for the business, and
one in which we continue to drive
sustainable value for our stakeholders.
Tom will formally assume the CEO
position from our 2022 AGM, and will
be detailing our new five-year strategy
in due course.
Through our targeted entry into
three new countries, and continued
expansion within our existing markets,
we have an exciting year ahead
and will continue to deliver on our
mission to drive the growth of mobile
communications across Africa and
the Middle East.
Sir Samuel Jonah KBE, OSG
Chair
Our tower-sharing model is
innately sustainable, but we
strive to do more to drive
value for our stakeholders.
Sir Samuel Jonah KBE, OSG
Chair
11
Helios Towers plc Annual Report and Financial Statements 2021
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In my final year as CEO, I am delighted
with the team’s performance. We
delivered record achievements on
multiple fronts and positioned the
business for sustained success
going forward.
A broader and stronger platform
Through multiple acquisition
announcements in the year, alongside
the closing of Free Senegal’s tower
portfolio first announced in 2020,
we eclipsed our previously stated
2025 ambition of operating 12,000+
towers across 8+ markets, well ahead
of plan. Combined, these acquisitions
will effectively double our tower
portfolio since IPO and extend our
operations to ten markets.
The result of this highly productive
year in M&A is that the Company
emerges even stronger, broader, and
with higher revenue visibility through
improved hard currency earnings and
increased contracted revenues.
As importantly, we complemented
this inorganic success with one of our
best ever years of organic tenancy
additions. This reflects the exciting
structural growth opportunity in each
of our markets and our unrelenting
focus on customer service excellence.
New business, from Africa to the
Middle East
In 2021, we were delighted to continue
delivering on our commitments laid
out during our IPO in 2019.
Following the acquisition of Free
Senegal’s tower portfolio announced
in 2020, we signed four separate
agreements with Airtel Africa in March
2021. These included two acquisition
Chief Executive Officer’s statement
Delivering
for our
stakeholders
Kash Pandya
CEO
Annual Report and Financial Statements 2021Helios Towers plc
12
agreements for the purchase of
Airtel Africa’s tower companies in
Madagascar and Malawi, collectively
representing over 1,200 sites.
We closed the acquisition in
Madagascar, with its 490 sites, in
early November, and continue to
progress with the acquisition closing in
Malawi. We also signed two exclusive
memorandum of understanding
arrangements for the potential
acquisition of Airtel Africa’s tower
portfolios in Chad and Gabon.
Although the agreement with Chad
was allowed to expire in February
2022, we continue to pursue the
proposed acquisition in Gabon.
Separately, in May 2021, we announced
a further deal that takes us into the
Middle East. We agreed to acquire
the tower portfolio of Oman
Telecommunications Company
(‘Omantel’), gaining close to 3,000
sites. We view the Middle East region
as a natural extension of our
geographic focus, sharing many
of the same attractive fundamentals
as Africa.
We are extremely pleased to have
commenced operations in Senegal
and Madagascar in 2021, successfully
integrating both portfolios, and
building a strong team in each
market. We are equally excited to
start operations in our three other
announced markets and, through
these acquisitions, establish Helios
Towers as the most geographically
diverse towerco in Africa and the
Middle East.
Breaking organic records
Since our listing in 2019, we have
consistently delivered on our organic
tenancy guidance. This achievement
reflects the huge structural growth
opportunity in our markets, as well
as our continued focus on customer
service excellence.
In complex environments, we aim
to remove the challenges for our
customers. We do this by delivering
reliable power to our towers and
enabling our customers to quickly
expand their network coverage, either
through new BTS or colocations.
We were delighted in 2021 to deliver
one of our strongest ever years of
organic tenancy additions. We also
achieved a record 99.99% power
uptime across our tower assets; in fact,
we delivered less than one minute’s
downtime per tower per week, in four
months of the year. When I first joined
the Company as CEO in 2015, this
metric stood at 22 minutes, and so
it is extremely rewarding to see this
progress, driven by our dedicated and
talented local teams and partners.
2021 performance overview
Helios Towers delivered robust
financial performance in the year,
driven by the acquisitions in Senegal
and Madagascar, alongside organic
tenancy growth. Revenues increased
by 8% to US$449 million and Adjusted
EBITDA expanded 6% to US$241
million. Our operating profit also
continued to expand, growing 5%
year-on-year from US$56 million in
2020 to US$59 million in 2021.
We invested over US$390 million
during the year, including delivering
1,262 organic tenancies and the
acquisitions in Senegal and
Madagascar. Combined with a strong
commercial pipeline and announced
acquisitions targeted to close in 2022,
these investments position us well for
strong growth and high-quality
earnings in 2022 and beyond.
Our commitment to reducing carbon
As a young company created just over
a decade ago, acting sustainably is not
a culture change or add-on for us. It
has been part of our purpose from
day one.
Indeed, our business model is innately
sustainable: by bringing together
MNOs to share our towers, we reduce
the need for duplicate infrastructure,
including generators, and significantly
reduce both cost and the overall
environmental impact and emissions.
However, we always want to do more.
Last year we set out our Sustainable
Business Strategy, and in November
2021 we added to our sustainability
disclosure and targets by defining
a Carbon Reduction Roadmap.
For the first time, we have set out
our commitment to minimise our
carbon emissions, and disclose our
performance relative to these targets.
While our principal business lies
in driving the growth of mobile
communications across Africa and
the Middle East, we will do so while
setting ourselves ambitious goals to
reduce our carbon intensity, in markets
where grid power is either unavailable
or inconsistent.
We provide more detail on pages
30–31 and within our Sustainable
Business Report.
Primed for further success
As we enter 2022, I am pleased to
report that the entrepreneurial spirit
that has driven our success is very
much alive and well. Twelve years on
from our original formation, we now
combine this with maturity, solidity
and lived-experience. I believe this is a
potent combination of characteristics
and positions us well for future growth.
On the back of a busy year in M&A,
we have positioned the Company
for an exciting year ahead and the
team looks forward to driving mobile
communications in each of our new
and established markets.
On a personal note, and with the
Company structurally set for future
growth, I see this as an opportune
time to step down as CEO at the AGM
in April 2022 and to take up a new
non-executive role as the Company’s
Deputy Chair. I joined back in 2015,
little imagining we were destined for
the adventure of an IPO and taking
our place as a FTSE 250 company.
I am also delighted to have such an
able and talented successor in Tom
Greenwood, who has served as both
CFO and COO.
The Company has always focused
on talent development and providing
opportunity for individuals to reach
their full potential. I have very much
enjoyed seeing talent mature into
highly inspirational senior leaders and
am delighted that I will continue to
see the business go from strength
to strength. I thank all my colleagues,
partners and stakeholders for their
hard work and constant support.
Kash Pandya
CEO
13
Helios Towers plc Annual Report and Financial Statements 2021
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Tom Greenwood, CEO-Designate,
on Helios Towers’ new strategy,
carbon reduction, M&A and the
outlook for 2022.
Q
Tom, 2021 was a record-breaking
year for Helios Towers in many ways.
How would you describe it?
A
I am delighted with our performance
and would describe it as a
transformational year. Through
multiple acquisition agreements,
on top of our Senegal transaction
which closed in the year, we expect
to establish Helios Towers as the most
diversified tower company across
Africa and the Middle East, and
effectively double the size of our tower
portfolio. We have created a broader
and stronger platform, primed for
growth and sustainable value creation.
As importantly, we have achieved
this without compromising on serving
our customers within our established
markets. Quite the reverse, in fact –
we delivered our highest organic
tenancy growth in six years of 1,262
net additions, and record customer
service levels of 99.99% power uptime.
It’s been a real testament to the
tenacity and skill of our colleagues
and partners. It also shows how we
are regarded among the major
network operators. When we are
chosen as their partner in a tower
portfolio sale and leaseback, or for
network rollout and expansion, they
are entrusting us to deliver passive
infrastructure services in complex
environments. They look to us to
make a significant contribution to
the quality of their service delivery
to their customers.
Tom Greenwood
CEO-Designate
Expanding our
portfolio and
driving business
excellence
Q&A with our CEO-Designate
Annual Report and Financial Statements 2021Helios Towers plc
14
Q
The rate and speed of these
deals was also impressive...
A
With each new deal we refine the
process. Of course some things are
partly or largely out of our control,
such as timing and speed of regulatory
permissions and licences. But the
number and quality of these deals
is pleasing because we are highly
selective. For us, many criteria have
to align before we are interested, from
demographics and market penetration
to hard currency earnings and long-
term contracts.
In fact, it is worth noting that whilst
over the past 18 months we have
closed or are working to close five
deals, we also walked away from seven
deals during the period as well, due
to misalignment with our acquisition
criteria. We will continue to be as
selective and disciplined in deal
assessment going forward.
Q
Equally, how do you manage
such rapid growth?
A
Without the right people and the right
processes, doubling the size of any
company is a challenge. Over the past
18 months, we have built a New
Markets Launch team and a regional
CEO structure to ensure management
capacity, and we are seeing the
dividends of that already. We have
developed a 100-day plan of actions
to prepare for a new market launch,
and then a further 200-day plan to
carry on with the integration post-
closing, driving our culture of business
excellence, customer service, and
our ‘One Team, One Business’ ethos.
With each deal we continue to adapt,
develop and learn a little more, and
we always need to flex to address
local needs, which aligns exactly
with our Lean Six Sigma continuous
improvement foundation.
Q
How does all this affect
your strategy?
A
We have been in the positive
position of needing to reframe it.
It was conceived prior to our IPO in
2019, when we aimed to grow from
7,000 to 12,000+ towers, and from
five to eight or more markets, over a
five-year horizon. But a little over two
years later, once we have closed the
announced deals, we’ll effectively have
14,000 towers across ten markets and
be the leading independent towerco
in seven of them.
So back in the second half of 2021, all
of the senior leadership got together
to map out a refreshed strategy,
drawing on what we have learned,
including receiving feedback from
across the organisation and identifying
where we want to be in another
five years.
We have been finalising this strategy,
and look forward to unveiling this in
detail in 2022.
Q
And of course sustainability
is a further driver…
A
Absolutely. One shared tower, one
maintenance visit, one power supply
– the decreased impact in emissions,
cost and maintenance miles driven is
vast. Overlay the inherent benefits of
shared infrastructure with our carbon
reduction strategy, and we are
delivering a huge environmental
benefit. And of course, the MNOs
are being asked the same questions
that every business faces about
reducing their environmental impact.
Tower sharing delivers that in a
measurable way.
Q
How did you go about setting
a carbon reduction target?
A
So, our aim is to reduce carbon
intensity per tenant by 46% by 2030,
which equates to maintaining our
absolute Scope 1 and 2 emissions
at 2020 levels. This target reflects
months of work from multiple
functions across the Company and
feedback from wider stakeholders, as
we wanted the output to be stretched
and ambitious but also realistic. We
have also committed to Project 100
– which will see us invest US$100
million into low-carbon solutions
through to 2030.
I would describe 2021 as a transformational
year. We have created a broader and
stronger platform, primed for growth and
sustainable value creation.
Tom Greenwood
CEO-Designate
15
Helios Towers plc Annual Report and Financial Statements 2021
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It is a complex challenge. There
is significant demand for mobile
infrastructure in our markets;
approximately 50% of the population
are connected to mobile, and tower
density per person is a fraction of
that in the developed world. And we
know that mobile is instrumental in
alleviating poverty, furthering
education, enhancing healthcare,
creating opportunities for new
businesses and employment. In
fact, the mobile industry is unique
in that it contributes to all 17 of the
United Nations Sustainable
Development Goals.
So while growth in mobile is so
important, we have set carbon
targets that will significantly reduce
our carbon intensity as we deliver
those benefits. This is reflected by a
detailed set of initiatives up to 2026,
where we have created, and started
to implement, a site-level internal plan.
Then, we have defined 2027 to 2030
as our carbon innovation phase, where
we anticipate further progress in
technologies will enable us to invest
further, driving a similar level of
carbon reduction performance.
Longer term, we were also extremely
pleased to announce our ambition to
become net zero by 2040.
Q
On the people side, and working
through Covid-19, how did 2021
shape up?
A
Well, of course we started working
from home in 2020, and I think we’ve
continued to prove that we are a
resilient workforce who can work from
pretty much anywhere. Nothing in our
service levels has been affected – in
fact, in power uptime, for example,
we again achieved all-time highs.
Q&A with the CEO-Designate continued
Equally, while some people prefer
working from home, others can feel
quite disconnected and miss human
company and interaction. This is one
reason why we launched our new
Wellbeing Programme. This is actually
a third-party confidential service that
anyone can call for expert help,
whether for emotional counselling,
practical help with family or financial
worries, or access to well-being
resources. As well as this, we had
a large number of internal initiatives,
designed to provide virtual support,
social interactions and mental health
improvements for everyone across
the business.
Separately, we also launched a
Learning Management System that
gives everyone access to all kinds
of off-the-shelf and custom-created
learning and training.
Another initiative was our new
employee share plan. All our
employees received phantom shares,
and that was in part a thank you for all
of the tremendous work delivered over
the past few years, but also supportive
in driving a focus on value creation
across the Company in which
everyone can participate.
More generally, we are delighted with
the exceptional performance of the
team during a period that has been
challenging for many globally. We
have supported the expansion of
reliable mobile connectivity across our
markets and continued to deliver on
our commitments laid out at IPO. Our
performance really does highlight the
structural need for mobile across our
markets, and we are delighted to be
playing a key role in that.
Q
Finally Tom, you will be stepping
up to the role of CEO in April 2022
when Kash Pandya becomes Deputy
Chair. What are your priorities
going forward?
A
I have been privileged to work closely
with Kash for the past seven years,
firstly in a CFO capacity and over the
past two years as COO. Under his
leadership we have instilled a culture
of business excellence and a sharp
focus on delivering exceptional
customer service, both of which will
firmly continue under my stewardship.
I am delighted to be continuing this
work and assuming the leadership
position for the Company as we
double in size and become a larger,
more diversified business.
I wish Kash all the best in his new
position and other new ventures.
I have learned a great deal from him
over the past seven years and look
forward to continuing to work
together in our new capacities.
Our focus at Helios Towers will be
centred on business excellence,
customer service excellence and
sustainable value creation. The latter
refers to creating value and benefits
for all stakeholders – which means for
our people, our communities and our
environment, while also delivering
superior financial returns for our
investors. I believe that Helios Towers
is in a rare position to be able to
deliver on all of this – both impact
and financial returns – for years
to come.
16
Helios Towers plc Annual Report and Financial Statements 2021
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Market overview
Africa: the great growth story
The vast continent of Africa is one of the most exciting
places for telecommunications growth in the world,
underpinned by strong macroeconomic tailwinds.
Over the next five years, the continent is expected to see
some of the fastest growth globally, with the region forecast
to deliver five of the top ten fastest-growing economies and
nine of the top ten fastest-growing cities
(3,4)
.
Indeed, the United Nations (‘UN’) forecasts that Africa alone
will account for almost 60% of the two billion people added
to the global population by 2050. The continent’s population
will almost double during this period.
Drill down, and you find that more than 67% of Africa’s
population is under 30 and it is the young who drive the
demand for mobile.
And yet, mobile penetration in Africa is still low: less than
half the population uses mobile. And of all mobile users,
only 20% are experiencing 4G
(5)
, but excitingly, demand
is growing rapidly.
The Middle East: a significant
opportunity
The Middle East mirrors many of Africa’s attractive
characteristics.
It has a rapidly growing population, forecast to see 39%
growth from its current 257 million to 357 million by 2050
(2)
.
Mobile penetration, although higher than Africa at 66%,
remains below developed markets, such as the US at 85%
(5)
.
Additionally, data usage is expected to grow substantially
with 4G and 5G subscriptions expected to increase by 80%
between 2021–26
(5)
.
In addition, there is a significant inorganic opportunity.
Approximately 85% of the Middle East’s towers are still
owned by the region’s MNOs.
(7)
Africa and the
Middle East:
growth dynamics
Organic growth drivers
across our ten markets
(including our three signed
acquisition agreements
(1)
)
+41m
(2)
more people
by 2026
+30m
(3)
more people living
in cities by 2026
67%
(2)
of the population
aged under 30
+4.1%
(4)
real GDP growth
(2021–26 CAGR)
+4%
(5)
mobile penetration
by 2026
+63m
(6)
more mobile
connections
High equipment growth
+25k
(6)
Forecast new PoS requirement
(2021–26)
Positive macro drivers
Our markets have young, growing and
urbanising populations
Low mobile penetration
Strong demographic and macro fundamentals,
alongside low mobile penetration today, are
driving the demand for mobile
With a young, growing population and
strong GDP expansion forecast, Africa
and the Middle East share an acute need
for mobile communications. The organic
and inorganic growth opportunities for
Helios Towers are considerable.
18
Helios Towers plc Annual Report and Financial Statements 2021
There is a significant opportunity for
organic and inorganic growth across
Africa and the Middle East
Significant inorganic opportunity
MNOs are increasingly looking to divest their owned tower networks,
to concentrate on their core business and release capital for investment
in active infrastructure. MNOs still own 76% of all towers across Africa
and the Middle East, compared to c.30% ownership globally.
300k
towers still owned
by MNOs in
Africa and the
Middle East
The structural organic
growth drivers, combined
with the potential inorganic
opportunities, make Africa
and the Middle East a
compelling region for
telecommunication
infrastructure
Our markets
New markets, where
we have signed acquisition
agreements
(1)
Markets in which no
independent towercos
currently operate
(1) Reflects signed acquisition agreements with Omantel and Airtel Africa for their
respective tower portfolios in Oman and Malawi, and a signed memorandum of
understanding arrangement with Airtel Africa for the potential acquisition of its
tower portfolio in Gabon.
(2) UN World Population Prospects, June 2019.
(3) UN World Urbanization Prospects 2018.
(4) IMF 2021. Real GDP calculated on a weighted basis using 2021 site count, pro forma
for site portfolios across Oman, Malawi and Gabon.
(5) GSMA Database, accessed January 2022. Figure reflects market penetration; unique
mobile subscribers weighted using 2021 site count, pro forma for site portfolios
across Oman, Malawi and Gabon.
(6) Analysys Mason report, February 2022.
(7) TowerXchange Q4 2021 MENA and SSA guides.
19
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Business model
What we do
We play a pivotal role in advancing mobile telecoms in our
markets by providing sustainable and cost-efficient tower
and power services. In turn, these contribute to driving
social and economic development.
How we do it
Our mission
To drive the growth of mobile
communications across Africa
and the Middle East.
Our purpose
To deliver exceptional customer
service through our business
excellence platform, and create
sustainable value for all our people,
environments, customers,
communities and investors.
Our values
Throughout the Company we hold
true to our three core values:
•
Integrity
•
Partnership
•
Excellence
Tower space services
•
Anchor tenants
•
Colocation tenants
•
Amendment colocations
Leading market positions
• The leading independent towerco in the majority
of our markets
• Attractive portfolio of unique tower locations
within each market
Strong relationships
• ‘One Team, One Business’ ethos, working in
partnership with all our contractors
• Working collaboratively with our customers and
suppliers to deliver a best-in-class service
Financial strength
• Long-term contracts with blue-chip operators
• Stable and robust cash flows
• Strong balance sheet, with funding flexibility
at competitive rates
Our people
• Talented localised workforce in each market
• Highly experienced management team
• Training including Lean Six Sigma to support
our colleagues to develop personally
and professionally
Knowledge platform
• Deep expertise in tower and power infrastructure
has informed our systems and procedures for
challenging markets
• Innovative use of cleaner power sources
• Digital solutions
Reliable power service
•
Grid connectivity
•
Hybrid and solar
•
Generators
Ancillary services
•
In-building solutions
•
Data centres
•
Fibre backhaul
•
Small cells
We leverage our strengths
and resources…
What and how
20
Helios Towers plc Annual Report and Financial Statements 2021
Network access and
sustainable development
• Organic and inorganic growth
• Expanded network coverage
• Supporting local communities
Business excellence
and efficiency
• Supply chain optimisation
• Lean Six Sigma training
• Maximised continuous network delivery
• Minimising our environmental impact
Empowered people
and partnerships
• Local employees for local markets
• Employee training for safety and
professional development
• Collaborating with all our stakeholders
For more information please see pages 22–39,
and our separate Sustainable Business Report.
… to deliver value to our
stakeholders
… driven by a strategy of
sustainable profitable growth...
Customers
• More cost effective tower usage: on
average, our leases are priced at a
substantial discount to an MNO’s total
cost of ownership
• We reduce MNOs’ passive
infrastructure capex burden, allowing
them to focus their resources on active
equipment and technology upgrades
Community and environment
• Reduced environmental footprint
through improved power efficiencies
and enabling infrastructure-sharing
• We contribute to building local
economies and extending network
coverage to reach rural locations
Our people
• Employment, training and promotion
opportunities for local people, both
with us and our partners
• Health and Safety is a key priority for
us, and we have aligned ourselves to
the highest international standards
Investors
• Aim to maximise value generation
through full execution of the strategy
• Potential development of a sustainable
dividend distribution policy in the
medium term
Supplier partners
• Integrated partnerships with benefits
including training and shared offices
21
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
2020
2021 240.6
2019
226.6
205.2
2020
2021 168.3
2019
174.4
168.9
2020
2021
2019
11.8
14.5
14.4
Strategic progress
2021 highlights
•
Signed acquisition agreements that
on closing, and together with the
Free Senegal tower portfolio
acquisition closed in May 2021,
support exceeding our 2025 target
of 12,000+ towers in 8+ markets,
well ahead of plan;
•
Delivered highest level of organic
tenancy additions in six years
of +1,262;
•
Delivered record power uptime
performance of 99.99% and, in four
months of the year, achieved our
2025 target of less than one-minute
downtime per tower per week.
From a financial performance
perspective, we continued to
deliver robust Adjusted EBITDA
growth. Although ROIC decreased, we
view this positively; through multiple
acquisitions we have expanded our
asset base on which we can drive
lease-up and returns.
Network access and
sustainable development
When the signed acquisitions have
closed we will have achieved our
targets of operating in 8+ markets and
12,000+ towers, well ahead of plan.
Organically, we drove one of our
highest ever years of organic site
additions. Our towers now cover a
population of more than 139 million,
compared to 109 million a year ago.
Business excellence
and efficiency
We continued to deliver exceptional
customer service with power
downtime performance of less than
one minute per tower per week in four
months of the year. Given the
challenges of power in our markets,
we are delighted with our operational
performance.
Empowered people
and partnerships
We made meaningful progress in the
year, including the implementation of
our Learning Management System. We
maintained our commitment to Lean
Six Sigma training, and although the
percentage trained decreased from
37% to 31%, this reflected the
significant expansion of our team.
On the following page we highlight
some of our main KPIs for each of our
Sustainable Business Strategy pillars
above, and provide further context
within the following section.
Adjusted EBITDA
∆
US$m
Portfolio free cash flow
∆
US$m
Financial
performance
Return on invested capital
∆
%
Overview
We made strong progress against our
Sustainable Business Strategy in 2021.
Our strategy
and KPIs
22
Helios Towers plc Annual Report and Financial Statements 2021
97% 31% 50%
2020
2021 >139m
>109m 2020
2021 3,289
2,471
2020
2021 9,560
2019
7,356
6,974
2020
2021 7
2019
5
5
2020
2021 1.96x
2019
2.13x
2.09x
2020
2021 53.6
2019
54.7
52.9
2020
2021 1.10
2019
1.32
1.42
2020
2021 1.37x
1.16x
2020
2021 10.4
2019
11.2
11.5
2020
2021 18,776
2019
15,656
14,591
Tenancy ratio
(x)
Adjusted EBITDA margin
Δ
(%)
Tenancy ratio for new BTS
(1)
(x)
Carbon emissions
per tenant
(tCO2e)
Downtime per tower
per week
(minutes)
Population coverage
(1)
(m)
Rural sites
(1)
(#)
Markets
(#)
Sites
(#)
Local employees in our
operating companies
(%)
Employees trained in
Lean Six Sigma
(%)
Maintenance partners with
ISO 45001 certification
(%)
2020: 37%
This contributes to the
following UN SDGs:
This contributes to the
following UN SDGs:
Network access
and sustainable
development
Business
excellence and
efficiency
Empowered
people and
partnerships
See more on pages 24–27
See more on pages 28–33
This contributes to the
following UN SDGs:
See more on pages 34–37
2020: 98% 2020: 30%
(1) 2020 is the baseline year as we set these measures as strategic targets in 2020.
Tenancies
(#)
See our Sustainable Business
Report for additional commentary
on our performance.
23
Helios Towers plc Annual Report and Financial Statements 2021
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Doubling our
reach
Strategic progress continued
Network access
and sustainable
development
2
new markets
entered
24
Helios Towers plc Annual Report and Financial Statements 2021
Continued development of mobile connectivity,
improving livelihoods and strengthening economies
2021 highlights:
•
Record tower additions of 2,204,
expanding to 9,560 towers across
seven markets;
•
Delivered one of our highest ever
years of organic tenancy additions
(+1 , 262);
•
Signed acquisition agreements that,
upon closing, deliver our 2025
ambitions of 12,000+ towers and 8+
markets, well ahead of plan.
Network access: doubling our reach
In a region where fixed line
connectivity is minimal, mobile is
playing the critical role of delivering
voice and data access to individuals
and communities. Covid-19 has
emphasised the importance of mobile
networks, which remains the only form
of voice and internet access for many
people in Sub-Saharan Africa.
Communities and individuals are
increasingly using mobile to access
life-enhancing services that
contribute to achieving the UN
Sustainable Development Goals
(‘SDGs’) – from education
and healthcare to finance and
gender equality.
However, despite the benefits
mobile has already brought to the
region, there remains a vast mobile
infrastructure and connectivity gap in
Africa and the Middle East compared
to more developed parts of the world.
Approximately 50% of the population
across Africa and the Middle East are
not connected to mobile, reflecting
780 million people not connected –
more than the entire population
of Europe.
At the same time, population growth
in Africa and the Middle East is
expected to far exceed the rest of
the world. By 2050, it is projected
to increase by 75% to 2.8 billion, far
exceeding the 10% growth forecast
across the world's other regions. To
close the vast mobile infrastructure
gap today and prepare for the
significant expected demand for
mobile, the efficient rollout and
densification of the mobile
communications we provide will
play a crucial role in the future
social and economic development
of our markets.
As such, we were delighted that in
2021 we delivered one of our highest
ever years of organic tenancy growth
and signed agreements that upon
closing, effectively double the size of
our tower portfolio and the number of
markets where we will support mobile
operators reliably and efficiently
deliver mobile services.
+1,262
organic tenancy
additions
Strategic ReportOverview Governance Report Financial Statements
25
Helios Towers plc Annual Report and Financial Statements 2021
Strategic progress continued
Significant progress in 2021
Agreements signed in 2021
2021 was a highly productive year for Helios Towers.
Through announced acquisition agreements and the
closing of the Free Senegal transaction (announced
in 2020), the 2025 target we set at the time of our IPO
in 2019 – to own 12,000+ towers and to operate in 8+
markets – was effectively achieved in just two years.
During 2021 we began operations in Senegal and
Madagascar, and our dedicated New Markets Launch
team, established in 2020, is guiding the smooth launch
and operations of our other announced transactions
in Malawi, Gabon and Oman.
The latter marks our first steps into the Middle East,
where the characteristics of the market echo those
in Sub-Saharan Africa: under-penetrated markets,
populated by young, tech-savvy users and served
by multiple, high-quality MNOs.
Alongside significant inorganic growth, we also added
1,262 organic tenancies during the year, one of our
best ever years of organic rollout. Since IPO, we have
consistently delivered on our annual tenancy guidance
of 1,000–1,500, which highlights both the structural
demand for mobile and our solid positioning within
each of our markets.
As a result of both the acquisitions and continued organic
growth, we have increased our population coverage
from more than 109 million at the end of 2020 to over
139 million today.
Tower density (towers per million people)
c.150
c.1,000
c.1,250
Sub-Saharan Africa
EU
US
A force for local good
Our towers create employment, both directly to build
and maintain them, and indirectly through the host of
opportunities for businesses that network access creates.
Additionally, Helios Towers has a community strategy
that focuses on two key areas:
•
Education and digital inclusion: Championing education
and ICT skills development opportunities, with a focus on
supporting women and rural communities; and
•
Access to power and wireless internet.
Under these two focus areas, we have supported a number
of projects and partnerships in our markets during 2021.
For example:
•
In northern Ghana, we are building a school ICT lab in
a rural community using recycled and refurbished cell
site containers equipped with solar panels. We will
also be providing recycled laptops and broadband
connectivity to bring digital education to more than
200 pupils in the first year.
•
In South Africa, we are partnering with the NGO iSchool
Africa to help close the gap in resources between state
and private education. We are providing funding for an
ICT lab and bursaries, as well as practical help with
careers guidance.
•
In Tanzania, colleagues have visited schools to give talks
and training on science, technology, engineering and
mathematics (‘STEM’) and we have donated laptops
and provided funding to CAMARA, a charity to support
education in economically-deprived areas.
Contributing to the SDGs
The mobile industry is unique in its ability to contribute to
each of the 17 SDGs. For developing nations in particular,
itis an essential resource on the journey to improving the
welfare and quality of life for societies and economies.
We are therefore proud to be a driving force for positive
change in developing mobile infrastructure. Through our
business activities we support ten SDGs and make the
greatest positive contribution to SDGs 8 and 9.
Network access and
sustainable development
For more detail, please see our
Sustainable Business Report 2021
www.heliostowers.com/
sustainabilityreport2021.pdf
Towers needed across the
region to align with EU/US
penetration
c.1m
26
Helios Towers plc Annual Report and Financial Statements 2021
CASE STUDY:
Helios Towers
'School of Engineers'
internship programme
Africa’s youth population is expected
to double to over 830 million by
2050
(1)
. Investing in skills development
that improves employability has
the potential to support increased
productivity and stronger, more
inclusive economic growth across
the continent.
To help address this need, we have
established our new flagship internship
programme ‘School of Engineers’
to drive skills development and
improve employability.
We will provide a number of final
year engineering students and
recent graduates with hands-on
work experience across our
business functions.
We have launched the programme
in DRC and will be bringing the
first cohort of interns into our
business in 2022. We will expand
the programme to our other markets
in due course.
Our ‘School of Engineers’ programme
will recruit young people locally and
provide them with long-term career
opportunities at Helios Towers, and
enable us to develop and train a pipeline
of talent for us and our partners.
Tom Greenwood
CEO-Designate
DRC internship
programme
assessment center
(1) Jobs for Youth in Africa, African
Development Bank.
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
27
New heights in
excellence and
efficiency
Strategic progress continued
Business excellence
and efficiency
99.99%
Record power uptime
performance in 2021
28
Helios Towers plc Annual Report and Financial Statements 2021
Resilience, continuity and innovation for
long-term business performance andgrowth
2021 highlights:
•
We delivered record power uptime
performance, and in four months of
the year, achieved our 2025 target
of less than one-minute of downtime
per tower per week;
•
We increased tenancies by 3,120,
of which 1,262 were organic
additions, one of our highest ever
years. Tenancy ratio decreased from
2.13x to 1.96x, reflecting the dilutive
impact of new acquisitions, which
provides the basis for strong growth
and returns going forward. In our
five established markets, we saw
robust tenancy ratio expansion
of 0.02x;
•
We set our 2030 carbon target of
46% CO
2
e reduction per tenant
(1)
and announced Project 100 – our
pledge to invest US$100 million
in our carbon reduction and
innovation programmes between
2022 and 2030.
Reliable, efficient infrastructure
solutions
When operating in markets
with limited or non-existent grid
connectivity, our expertise in providing
power solutions is crucial to our
MNO customers and means that
millions of people benefit from a
highly dependable mobile service.
Therefore, having the processes,
people and systems to power towers
reliably and efficiently is critical.
Our strategy of business excellence
underpins our ability to deliver this.
We have a dedicated team that
constantly assesses optimal power
solutions to reduce cost and carbon
intensity. Where there is no grid
availability, this demands the skilled
use of remote technologies and hybrid
and solar solutions, with a generator
as a back-up power source of last
resort. This optimisation also calls for
maintenance programmes that reduce
the need for engineers’ visits and
kilometres driven – coupled with
responsive action should the
need arise.
In 2021, we took our service levels
to all-time highs. Alongside this, we
published our roadmap for ambitious
carbon reduction and a significant
commitment to invest in carbon
reduction initiatives and innovative
low-carbon solutions.
-7%
reduction in carbon
emissions per tenant in
2021
(1)
(1) Reflects scope 1 and 2 emissions forour
five operational markets asof2020,
against a 2020 baseline.
29
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Strategic progress continued
Significant progress in 2021
Tenancy growth
In 2021 we delivered one of our highest ever year of
organic tenancy additions (1,262) and signed acquisition
agreements that, upon closing, effectively doubles the size
of our tower portfolio and the number of markets we serve.
Through the addition of two attractive site portfolios
in the year, our Adjusted EBITDA margin and tenancy ratio
decreased. These investments provide a larger base of
assets, from which we can continue to drive growth and
compounding returns. In our five established markets,
we continued to drive tenancy ratio expansion, reaching
a record 2.15x.
99.99% network power uptime
The ability to power MNOs’ equipment is our true
differentiator and power uptime is the key KPI of our
service levels to customers. In 2021, this reached an
average of 99.99%, meaning that our customers and
their customers enjoyed exceptional reliability.
To gain further improvement we utilise Lean Six Sigma
principles and focus on achieving downtime levels
measured in seconds. Our 2025 target is for average
downtime across the Group to be below one minute per
tower per week. In 2021 we achieved a record 70 seconds.
In some of our markets, we have exceeded the target; for
example in Tanzania we have seen 23 seconds downtime
and in Ghana 15 seconds.
We look at our towers holistically, assessing the optimal
power configuration to maximise uptime, lower fuel
consumption and reduce greenhouse gas (‘GHG’)
emissions. Our Site Performance Analysis function
monitors site data, logged every five minutes over
a seven-day period, to assess all key components of
a site’s performance and identify urgent issues as soon
as they arise, as well as areas for ongoing improvements.
Our successful pilot of a new remote monitoring strategy
(‘RMS’) is expected to deliver significant improvements
across the Group. Regardless of how remote a site may
be, we are leveraging existing RMS along with new RMS
technologies to support real time site performance
and analysis.
In turn, this allows us to reduce our fuel consumption
and emissions, through optimising performance, while
also keeping track of site load and performance with
our customers.
As Sub-Saharan Africa has the lowest grid energy access
rates in the world, the majority of our sites need generators
to guarantee power for our customers’ equipment. We are
committed to reducing this dependence and always look
to use grid power wherever available and reliable. We are
also using solar and hybrid solutions wherever they meet
site performance requirements. These investments both
reduce emissions and drive further Adjusted EBITDA
growth for our business.
Across the Group, we closed the year with 1,404 more
sites using grid connections, and with 31% of sites being
powered by hybrid or solar technology.
Reducing environmental impact
Our colocation business model reduces environmental
impact compared to the traditional operator-owned
model. It enables infrastructure sharing, meaning only one
generator or power supply is needed to cater for multiple
tenants, minimising the need for duplicate generators and
maintenance visits and saving thousands of kilometres
driven a month. We added 755 organic colocation tenants
to our portfolio during 2021. A tower with two tenants
reduces diesel emissions per tenant by 37%. These
reductions increase as we add more tenants: for example,
a tower with three tenants reduces diesel emissions per
tenant by 44%
(1)
.
Business excellence
and efficiency
(1) Calculated from actual diesel consumption figures for whole
Group, comparing consumption on towers with 1, 2 and 3 tenants.
Reducing our carbon footprint is a challenge we
take incredibly seriously. We are also committed to
understanding the impact of climate change on our
business so that we can adapt and ensure we remain
resilient in the long term.
Manjit Dhillon
CFO
30
Helios Towers plc Annual Report and Financial Statements 2021
CO
2
emissions per capita
(6)
Metric tons
Sub-Saharan Africa
EU
US
0.8 000.0
6.4
15.2
CASE STUDY:
Carbon reduction
target and net zero
In 2021, we published our Carbon
Reduction Roadmap and our long-
term ambition to become a net zero
carbon emissions business by 2040.
We are committed to reducing our
carbon footprint and supporting our
customers to meet their reduction
targets. By 2030, we aim to achieve
a reduction of 46% CO
2
e per tenant
(4)
,
which equates to us maintaining our
emissions at 2020 levels, despite
significant business growth plans.
The target builds on our strategy over
the last five years to reduce reliance
on generators, connect to the grid
and use hybrid and solar solutions
wherever possible.
We announced Project 100 – our
pledge to invest US$100 million in
cleaner, greener solutions in the period
2022–30. This includes planned spend
on our carbon reduction programme
as well as investment in carbon
reduction innovation. We saw a 7%
reduction in emissions per tenant in
2021, showing progress toward our
2030 target of a 46% reduction.
$100m
investment in
carbon reduction
and innovation
between 2022–30
Emissions and energy data
Helios Towers’ streamlined energy and carbon
reporting disclosure methodology
As a listed company, Helios Towers is required to report
its global and UK energy use and carbon emissions in
accordance with the Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018.
The data detailed in these tables represent emissions
and energy use for which Helios Towers is responsible.
To calculate our emissions, we have used the main
requirements of the Greenhouse Gas Protocol Corporate
Standard along with the UK Government GHG Conversion
Factors for Company Reporting 2020 and 2021. Any
estimates included in our totals are derived from actual
data which have been extrapolated to cover the full
reporting periods. For more information and detailed
breakdowns of our energy sources, please refer to our
Sustainable Business Report 2021, page 25.
2021 2020
UK and
Offshore Global
UK and
Offshore Global
Scope 1
(1)
n/a 115,917 n/a 1 17,6 8 8
Scope 2
(2)
10 65,009 20 48,779
Scope 3
(3)
3,173 100,259 3,071 74,717
Total gross Scope 1
and Scope 2
emissions (tCO
2
e) 10 180,926 20 166,467
tCO
2
e per million
US$ turnover n/a 403 n/a 402
tCO
2
e per tower
(4)
n/a 22.41 n/a 23.43
tCO
2
e per tenant
(4)
n/a 10.43 n/a 11.17
Energy
consumption used
to calculate above
emissions (kWh)
(5)
92,167 666,489,952 84,101 633,866,793
(1) Scope 1 includes tower diesel and vehicle petrol/diesel.
(2) Scope 2 includes tower grid electricity and office electricity.
(3) Scope 3 includes well to tank and transmission and distribution of energy,
purchased goods and services, business travel, freight, and downstream
leased assets. 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.
(4) Per tower and per tenant numbers are calculated based onamonthly
average of towers and tenants across the year. Theintensity data is based
on scope 1 and 2 emissions only andcovers the five markets where Helios
Towers was operationalin 2020; in line with our 2030 carbon target.
(5) Energy consumption used to calculate emissions in kWh' has been restated
for 2020. Following clarified guidance from BEIS regarding the conversion
from litres of fuel used in vehicles to kWh, calculations have been updated
to apply the Net CV value by fuel type as opposed to the Gross CV value.
(6) World Bank Database.
For more detail, please see
our Carbon Reduction Roadmap:
www.heliostowers.com/
carbonreductionroadmap.pdf
Strategic ReportOverview Governance Report Financial Statements
Helios Towers plc Annual Report and Financial Statements 2021
31
Strategic progress continued
Improving our climate
disclosure and aligning with
TCFD recommendations
Helios Towers plc has complied with the requirements of
LR 9.8.6R by including climate-related financial disclosures
consistent with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) with the
following exceptions:
Strategy
2a: Describe the climate-related risks and opportunities
the organization has identified over the short, medium
and long term
•
Helios Towers will be doing a robust assessment of how
specific climate related risks and opportunities impact
the business, across each time horizon, in the different
markets in which it operates. Our focus in 2021 was on
setting our carbon reduction target, which involved
significant stakeholder engagement with investors,
customers, and our internal teams to develop our
roadmap. We will provide further disclosure on our risk
assessment in the 2022 Annual Report. At the point of
disclosure, it was considered that the work in progress
was not sufficiently advanced to meet the requirement
of the disclosure recommendation.
2b: Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning and 2c: Describe the resilience of
the organization’s strategy, taking into consideration
different climate-related scenarios, including a 2 degree
or lower scenario
•
As the analysis described above is not complete, we have
not yet assessed the impact of climate-related risks and
opportunities on our business, strategy and financial
planning. We therefore have not conducted scenario
analysis to assess the resilience of our business strategy
in various climate scenarios. We plan to do this in 2023
on key risks identified to inform long-term strategic and
financial planning and provide further disclosure in the
2023 Annual Report. At the point of disclosure, it was
considered that this analysis was not sufficiently
advanced to meet the requirement of the disclosure
recommendation.
Risk Management
3a-b: Describe the organisation’s process for identifying,
assessing and managing climate-related risks and;
3c: Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organization’s overall risk management
•
Helios Towers is assessing the impacts of transition and
physical risks as set out above, in order to develop plans
for managing them and integrating them into our
Business excellence
and efficiency
Enterprise Group Risk Management framework and is
therefore unable to comply with the Risk Management
disclosure recommendations. We will provide such
disclosures after the risks have been assessed.
We support the aims of TCFD and are using their
recommendations to guide our approach to tackling
climate change. We are committed to continually improving
our progress and transparency against the four elements.
We have started reporting to CDP (aligned to the TCFD)
and scored a B- in our first response to the CDP climate
questionnaire in 2021.
Governance
Board oversight and a robust management
approach to embed climate change in
decision-making at the highest level
Board oversight
The Board has ultimate accountability for Helios Towers’
Sustainable Business Strategy and our Carbon Reduction
Roadmap is a key part of this. Sustainable business is
a priority on the agenda at every Board meeting, with
members receiving an update from the Director of Property
and SHEQ and the Group Head of Sustainability, on
progress against targets, achievements, challenges and
strategic plans. For example, throughout 2021, the Board
was kept updated on our target-setting process and the
challenges and opportunities for various target options. We
ensure Board members are informed and knowledgeable
on climate-related issues, and in June 2021 all members
received training from an external carbon consultancy.
This covered the latest climate science, our stakeholders’
views on climate and discussion around its implication
for our future business strategy, and provided a solid
foundation for the Board to review and approve our
ambitious carbon reduction target and net zero ambition,
announced in November 2021.
A robust management approach
The CEO, with involvement and support from the CEO-
Designate and CFO, has the highest level of responsibility
for climate and other sustainability issues. The annual
bonus for the Executive Directors is based on Adjusted
EBITDA, portfolio free cash flow, network performance
and international standards targets. With diesel being the
largest operating cost at a tower site, reducing diesel and
associated emissions is directly linked to our Adjusted
EBITDA and portfolio free cash flow.
The CEO-Designate and CFO also lead on our carbon
reduction strategy. They were integral to the carbon target
setting process and chair monthly meetings to monitor
progress against that target. They guide, assess and have
ultimate decision-making responsibility on climate-related
issues, for example, on Project 100; investing US$100
million in carbon reduction and innovation between
2022–30.
Supporting the Executive Directors to implement our
climate strategy, our Group Head of Sustainability works
with business functions such as Operations and
32
Helios Towers plc Annual Report and Financial Statements 2021
Technology, Finance and Compliance to consider how
climate impacts our business strategy, risk management
and operations. Our dedicated Performance Engineering
function is responsible for continually reviewing the most
environmentally friendly and cost-effective power solutions
for our sites. As each site is unique, the team identifies
alternative energy sources depending on site-design
requirements, commercial and technical feasibility and
power needs.
Integrating climate considerations into business planning
To support our ambition of becoming a net zero carbon
emissions business by 2040, we set an intensity reduction
target in November 2021 (see page 31). All operating
companies’ budgets and forecasts now include carbon
emissions to help understand the impact of business
decisions on our 2030 carbon reduction target and net
zero ambition. We also created a cross-functional working
group including Sustainability, Finance, Commercial, Supply
Chain and Compliance to promote climate action across
the business.
Next steps:
•
Continue to provide updates and briefings to the
Board on climate topics and strengthen their capacity
to integrate climate-related issues in strategic
decision-making.
•
Develop a plan for how to assess climate-related issues
when reviewing major capital expenditures and future
acquisition strategies.
Strategy
Understanding climate risks and
opportunities and integrating them
into business strategy
Climate-related risks and opportunities
In 2021, we made progress towards understanding
the impact of climate change on our business strategy
andfinancialplanning. An external carbon consultancy
facilitated a workshop with colleagues from Operations,
Finance, Sustainability and Compliance to identify the risks
and opportunities that climate change poses for our
business. These included:
•
Physical risks such as increased frequency and severity
of extreme weather events impacting our tower
infrastructure and making access to sites difficult
for maintenance and refuelling which could impact
our revenues.
•
Transition risks such as fuel availability, which could
increase our costs due to a potentially higher cost
of diesel.
Next steps:
•
Review time horizons and financial impact of each risk.
•
Develop plans to conduct scenario analysis in 2023
on key risks identified to inform long-term strategic
and financial planning.
Risk management
Strengthening our climate change risk
assessment and management processes
Identifying climate risks
Based on the initial climate risk assessment in 2021 (see
Strategy section above), climate change has been included
as a principal risk for the business (see page 65). This is
due to continuing and increasing focus by regulators,
investors and communities on the impacts of carbon
emissions on business and society. In March 2022, the
Audit Committee, which monitors the nature and extent
of risk exposure against the Group’s risk appetite, reviewed
and approved the addition of climate change as a principal
risk for the business.
Next steps:
•
Assess the impacts of transition and physical risks
on our business over different time horizons and
develop plans for managing them.
•
Embed climate-related risk and opportunity
understanding into our enterprise Group risk
management framework to ensure a systematic
approach to managing them.
Metrics and targets
Measuring our climate impacts
and setting a carbon target
Reducing our carbon footprint, and supporting our
customers’ reduction targets, is a key part of our
Sustainable Business Strategy. We monitor and report our
Scope 1, 2 and 3 emissions (see page 31 for the disclosures,
along with the methodology used to calculate them).
In 2021 we set out an intensity target to reduce carbon
emissions per tenant by 46% (against a 2020 baseline) by
2030 and become a net zero business by 2040 (page 31).
As we expand into new markets and begin to gather
operational data, we will rebaseline our target.
Next steps:
•
As part of our commitment to continually improve our
scope 3 reporting, we will explore opportunities for more
detailed reporting of indirect value chain emissions
(1)
.
•
Rebaseline target to include our operations in Senegal
and Madagascar.
•
Review and improve data collection processes to prepare
for external assurance for carbon footprint in 2023.
(1) We report Scope 3 emissions (on page 31) for five relevant indirect
emissions categories including purchased goods and services, well
to tank and transmission and distribution of energy, business
travel, freight, and downstream leased assets.
33
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Strategic progress continued
Empowered people
and partnerships
31%
of our staff trained in
Lean Six Sigma
34
Helios Towers plc Annual Report and Financial Statements 2021
Building a network for shared success,
withsafety as a priority for all
2021 highlights:
•
We continued to invest in
developing our people and partners.
31% of colleagues are now trained
in Lean Six Sigma;
•
We are committed to building
talented local teams in our markets.
97% of our OpCo workforce are
local people;
•
In developing an open reporting
culture for safety, we saw a
130% increase in the near-miss
reporting rate.
One Team, One Business
Our business performance is built
on shared success and a working
environment that is safe, fair and equal
for all. We strive to promote diversity
and inclusion as well as promoting a
culture of learning and development.
Health and safety is the first item
on the agenda at every Board and
executive meeting. Our primary
responsibility is the safety of everyone
who works with us, whether they are
employees or contractors. For this
reason we monitor, and act on, our
partners’ performance as well as
our own.
Key to our approach is close
collaboration with our contractors and
our ‘One Team, One Business’ ethos.
Our service resilience during the
pandemic showed the value of strong
engagement and collaboration with
all our stakeholders, and this remains
central to cultivating a long-term
sustainable business.
97%
local colleagues in
operating companies
This includes sharing offices with our
maintenance partners and embedding
business excellence and Lean Six
Sigma principles into their own
practices. We also make significant
investments in our maintenance
partners' skills. Developing the
technical knowledge of their field
teams is central to meeting our
rigorous uptime targets.
To maximise the positive impact we
have in our markets and to harness
local talent and skills, we focus on
hiring and empowering localised
workforces in our operating markets.
In 2021 we had 97% local workforce
in our operating companies. We
are proud to champion local talent
and ensure they drive the growth
of the Company.
35
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Significant progress in 2021
Safety
The greatest safety challenge we face is actually unrelated
to either towers or power. Rather, it is the dangers of road
traffic accidents.
Due to the dispersed nature of our operations, we drive
more than 15 million kilometres a year.
In addition, road conditions in remote areas can add a
further risk of incidents. For this reason, everyone driving
on Helios Towers business is now monitored by in-vehicle
monitoring systems (‘IVMS’). This technology checks for
signs of ‘at risk’ driving, such as harsh acceleration, speed
and sudden braking and over-steering. The data recorded
by IVMS is analysed and performance-managed during our
monthly safety, health, environmental and quality ('SHEQ')
governance meetings. This approach has delivered
measurable safety benefits. Indeed, no driver who
consistently drove beneath our threshold limits was
involved in a significant (i.e. needing in-patient care)
road traffic accident.
However, and with deep regret, we recorded four fatal
incidents involving our contracted partners. Three were
deemed to be unavoidable road traffic accidents, and the
fourth was caused by operational drop from height incident
that occurred during tower construction. The investigation
into the latter incident has led to significant reforms being
implemented across the Helios Towers management
system for controlling outsourced tower construction
activities.
Communicating and driving a safety culture is a continuous
task. In 2021 we produced a powerful film, and supporting
material, focusing on our principal risk areas of driving,
electricity and working at height. We are also making these
available to all our partners, together with our new Life
Saving Rules that make safety everyone’s responsibility.
Diversity
We see diversity as essential, desirable and a positive
business benefit. We therefore strive to create a diverse,
inclusive and open work environment. At Board level, ethnic
diversity representation stands at 45%, and the gender split
is 73% male and 27% female.
Across all our colleagues, ethnic diversity stands at 81%,
and overall we have a 76% male and 24% female gender
split. This latter statistic partly reflects that our sector has
historically been seen as male-orientated. The nature of
field maintenance roles can also present risks for women
(such as working alone at remote site locations).
Even so, we are determined to bridge the gender gap both
inside our Company and more widely in society. In 2021,
we held an employee forum with female leaders from the
business sharing experiences and challenges faced by
women in their careers.
Empowered people
and partnerships
Strategic progress continued
Diversity of gender and ethnicity (2021 year-end)
(1) Management includes permanent employees with linemanagement responsibility or in leadership positions (defined as band 2 employees).
Board Management
(1)
Employees
Gender %
Male 73% (8)
Female 27% (3)
Male 76% (137)
Female 24% (43)
Male 76% (420)
Female 24% (130)
Ethnicity %
Ethnically diverse backgrounds 45% (5)
Others 55% (6)
Ethnically diverse backgrounds 76% (137)
Others 19% (34)
Not disclosed 5% (9)
Ethnically diverse backgrounds 81% (452)
Others 14% (73)
Not disclosed 5% (25)
36
Helios Towers plc Annual Report and Financial Statements 2021
Attracting and developing diverse talent is key in
delivering on our strategic objectives. We’re delighted
to have improved development opportunities for our
colleagues in 2021 through a new learning platform
while continuing to promote Lean Six Sigma training
across the organisation.
Tom Greenwood
CEO–Designate
CASE STUDY:
Investing in
developing our
people and partners
Our success as a business depends
on the knowledge and capabilities
of both our own people and our
maintenance partners.
We also work in a fast-moving sector
characterised by new and exciting
technologies. We therefore invest
heavily in learning and development
for everyone, to enhance our reliability
and uptime and to upskill our people
for new opportunities.
In 2021 we took this commitment to
the next level with the launch of our
Learning Management System. This
new online resource gives access to
more than 4,000 learning modules,
ranging from technology and field-
based preventative maintenance to
compliance and SHEQ.
We also continued to invest in Lean Six
Sigma training to improve customer
service, transparency, operational
excellence and business resilience.
4,000+
modules in our
new Learning
Management
System
37
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Over the last year, Helios Towers’ combination of organic
and inorganic growth has effectively doubled the size of
the Company. This places an even greater emphasis on
the need to grow on firm foundations, with sound
governance and our proven entrepreneurial culture.
In 2021, in keeping with this culture, we launched a new
employee share plan, HT SharingPlan, which requires no
financial investment or risk. Everyone receives an equal
allocation of virtual shares which mirrors the movement
of our quoted share price. The plan is free to all colleagues
and gives everyone a vested interest, and a thank-you,
for contributing to our shared success.
We also introduced a new Wellbeing Programme. Although
many of our people have adjusted well to lockdown
measures and working from home, others have found the
sense of disconnection and a lack of personal interaction
a challenge. The programme, which is entirely confidential
and run by an independent third-party, offers counselling,
practical help and online well-being resources to address
emotional problems, family issues, finance worries and
much more.
Culture and governance
Compliance
The Company applies the highest standards of governance
and complies with all applicable laws and best practice.
With our rapid expansion into new markets, part of the
challenge of managing growth is to ensure our compliance
is uncompromised wherever we do business.
In 2021, we enhanced our compliance team with new
managers recruited for our Anglophone markets and
recruited a manager for our Francophone markets in
early 2022. They are supported by a network of local
compliance champions.
We also implemented a new third-party risk management
system. This will further aid our due diligence when
partnering with customers, suppliers, landlords and
other counterparties.
Helios Towers has an entrepreneurial culture with a flat structure,
and a refreshing proactive approach to decision-making and action.
Formed just over a decade ago, we pride ourselves in developing
a dedicated and talented workforce, and providing a stage on which
they can perform and grow.
Target
Maintain our accreditations in four management
systems:
• ISO 9001 (Quality Management System)
• ISO 14001 (Environmental Management System)
• ISO 45001 (Occupational Health & Safety
Management System)
• ISO 37001 (Anti-Bribery Management System)
2021 progress
In 2021, we successfully maintained our accreditations
in all four systems that cover Group-wide operations.
38
Helios Towers plc Annual Report and Financial Statements 2021
Anti-bribery and corruption
We do not tolerate any form of bribery or corruption and
expect all of our employees and our partners to uphold our
standards, as set out in our Code of Conduct, our internal
Integrity Policy and our Third-Party Code of Conduct.
Our systems to ensure compliance with all relevant laws
and regulations include in-depth training, an anonymous
reporting hotline and a compliance monitoring programme
conducted in each of our operating companies at least
twice a year.
In 2021, our ISO 37001 accreditation for our anti-bribery
measures was recertified. We commissioned an
independent consultancy to carry out two assessments:
an ‘adequate procedures’ review focusing on managing risk,
bribery and corruption and similar threats, and a second
on the area of anti-tax evasion. Overall, Helios Towers was
placed just outside the top quartile of companies reviewed,
and no high-risk issues were noted.
Discrimination, human rights
and modern slavery
Our work advancing mobile connectivity can positively
promote a number of fundamental human rights and
freedoms by enabling access to life-enhancing services,
education and healthcare.
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
members of the communities where we operate. We
reinforced this commitment through the development
of our first Human Rights Policy.
We do not tolerate any form of discrimination, and ensure
that opportunities are open equally to all regardless of age,
gender, disability, gender identity, sexual orientation,
cultural background and belief.
Our Codes of Conduct prohibit any form of modern slavery
or child labour and we apply the same requirements of
ethical conduct to our contractors, suppliers and partners.
We reserve the right to check and inspect our partners’
records and processes, and we actively do so. We provide
periodic compliance training and investigate promptly any
concerns raised regarding potential violations of our Codes.
CASE STUDY:
Committed to
collective action
We signed up to the UN Global
Compact in 2021, a framework for
businesses that are committed to
aligning operations and strategies
with ten universally accepted
principles in the areas of human
rights, labour, the environment
and anti-corruption.
These principles support our
strategy and responsible business
practices. We are proud to join the
world’s largest global corporate
sustainability initiative and commit
to operating responsibly and
reporting our progress in alignment
with the principles.
We signed up to the
UN Global Compact
in 2021
For our annual Communication
on Progress, please see our
Sustainable Business Report 2021.
39
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Annual Report and Financial Statements 2021Helios Towers plc
39
Operating review
Helios Towers continued to
drive robust growth in 2021.
Our markets and
performance
Group financial highlights
Revenue
+8%
2021: US$449.1m
2020: US$414.0m
Adjusted EBITDA
Δ
+6%
2021: US$240.6m
2020: US$226.6m
Operating profit
+5%
2021: US$59.0m
2020: US$56.3m
40
Helios Towers plc Annual Report and Financial Statements 2021
Tanzania
DAR ES SALAAM
POPULATION
(1)
61M
POPULATION
GROWTH
(1)
(2021–26)
15%
UNIQUE MOBILE
SUBSCRIBERS
(2)
26M
4G CONNECTIONS
(1,2)
(% POPULATION)
9%
We are pleased with the
performance in 2021, a year
which highlighted our focus on
exceptional customer service
and business excellence.
We took our power uptime
performance to record levels,
delivered one of our strongest
years of organic tenancy
growth and continued to
manage our cost base
effectively.
Gwakisa Stadi
Managing Director
Overview
With one of the fastest-growing
economies in the world, a growing
population and increasing
urbanisation, Tanzania continues to
be an exceptional growth market for
Helios Towers. Our MNO customers
continue to invest, with PoS expected
to grow by 8% annually.
2021 operating highlights
• Our Tanzanian operating company
delivered strong tenancy growth
in 2021, adding 184 sites and
387 tenancies.
• Revenues grew by 2%, while
Adjusted EBITDA increased by 8%
driven by strong organic tenancy
additions and cost management.
Revenue
+2%
2021: US$170.4m
2020: US$167.1m
Adjusted EBITDA
Δ
+8%
2021: US$113.2m
2020: US$105.0m
Key highlights
(US$ millions) FY21 FY20
Revenue 170.4 167.1
Adjusted EBITDA
Δ
113.2 105.0
Total sites 4,005 3,821
Total tenancies 9,012 8,625
Tenancy ratio 2.25x 2.26x
Mobile penetration (2021)
(2)
42%
Mobile connections CAGR
(3)
(2021–26)
5%
PoS additions
(3)
(2021–26)
6,500
Market leader
Philippe
Loridon
Regional CEO
– Middle East,
East & West
Africa
Gwakisa
Stadi
MD Helios
Towers Tanzania
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
41
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
DRC
KINSHASA
POPULATION
(1)
92M
POPULATION
GROWTH
(1)
(2021–26)
16%
UNIQUE MOBILE
SUBSCRIBERS
(2)
37M
4G CONNECTIONS
(1,2)
(% POPULATION)
2%
We delivered record organic
site and tenancy additions
in 2021. These investments
position us well for growth
into 2022, and we are pleased
to play a critical role in
supporting all of the MNOs as
they expand and densify their
networks across the DRC.
Eric Waku
Managing Director
Overview
This vast and vibrant country, the
second largest in Africa, saw us
engage in intense build activity and
colocation growth in 2021. There are
strong structural factors supporting
this; with continued population
growth, low mobile penetration and
four attractive MNOs, it is a great
market for Helios Towers. With 12%
PoS growth forecast annually over
the next five years, we expect this
to continue.
2021 operating highlights
• Record organic tenancy growth saw
the addition of 167 sites and 605
tenancies, resulting in a tenancy
ratio of 2.28x at year-end.
• 85% of new tenancies came online
in the second half of the year,
positioning the company well for
growth into 2022.
• Adjusted EBITDA declined 2%
year-on-year, with the benefit of
organic tenancy growth offset by
anupdate to the license fee to 3%
of local revenues.
Revenue
+1%
2021: US$176.4m
2020: US$174.0m
Adjusted EBITDA
Δ
(2)%
2021: US$101.0m
2020: US$103.5m
Key highlights
(US$ millions) FY21 FY20
Revenue 176.4 174.0
Adjusted EBITDA
Δ
101.0 103.5
Total sites 2,062 1,895
Total tenancies 4,701 4,096
Tenancy ratio 2.28x 2.16x
Mobile penetration (2021)
(2)
40%
Mobile connections CAGR
(3)
(2021–26)
6%
PoS additions
(3)
(2021–26)
5,700
Market leader
Operating review continued
Sainesh
Vallabh
Regional CEO –
South & Central
Africa
Eric
Waku
MD Helios
Towers DRC
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
42
Helios Towers plc Annual Report and Financial Statements 2021
Ghana
ACCRA
POPULATION
(1)
32M
POPULATION
GROWTH
(1)
(2021–26)
11%
UNIQUE MOBILE
SUBSCRIBERS
(2)
18M
4G CONNECTIONS
(1,2)
(% POPULATION)
18%
While we saw Adjusted
EBITDA decline in 2021, driven
by higher non-power opex and
following strong performance
in 2020, we continued to
expand our attractive site
portfolio while delivering
record power uptime for our
customers, positioning us well
for growth as we enter 2022.
Fritz Dzeklo
Managing Director
Overview
Our first ever market of operation,
Ghana continues to have the same
qualities as when we first entered:
multiple blue-chip MNOs, a young
and growing population and low
mobile penetration. Independent
forecasts estimate a requirement of
approximately 2,700 points of service
over the next five years, representing
5% annual growth over the period.
2021 operating highlights
• Our Ghanaian operating company
delivered continued tenancy
growth, adding 62 sites and 127
tenancies, with a tenancy ratio of
1.96x remaining flat year-on-year.
• With the majority of new tenancies
coming online in the second half of
year, revenue growth was flat
year-on-year, with Adjusted EBITDA
declining 6% year-on-year, reflecting
higher opex per site in the year.
Revenue
0%
2021: US$42.8m
2020: US$42.9m
Adjusted EBITDA
Δ
(6)%
2021: US$25.8m
2020: US$27.4m
Key highlights
(US$ millions) FY21 FY20
Revenue 42.8 42.9
Adjusted EBITDA
Δ
25.8 27.4
Total sites 1,040 978
Total tenancies 2,041 1,914
Tenancy ratio 1.96x 1.96x
Mobile penetration (2021)
(2)
56%
Mobile connections CAGR
(3)
(2021–26)
3%
PoS additions
(3)
(2021–26)
2,700
Sainesh
Vallabh
Regional CEO –
South & Central
Africa
Fritz
Dzeklo
MD Helios
Towers Ghana &
Regional Director
of Central Africa
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
43
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
JOHANNESBURG
South Africa
POPULATION
(1)
60M
POPULATION
GROWTH
(1)
(2021–26)
6%
UNIQUE MOBILE
SUBSCRIBERS
(2)
41M
4G CONNECTIONS
(% POPULATION)
(1,2)
73%
We are pleased with the
continued organic momentum
in South Africa, and after less
than three years of operation,
achieving a tenancy ratio
of 1.7x. We saw considerable
operating leverage in the
year through our portfolio
expansion, and expect that
to continue.
Marinus Gieselbach
Managing Director
Overview
The only market in which we entered
on a greenfield basis continues to
have exciting qualities: continued
PoS growth forecast over the next
five years and only 68% mobile
penetration.
Additionally, as the most developed
mobile market in Africa in terms of
technologies deployed, we view this
market as an incubator for testing
ancillary technologies, such as data
centre management.
2021 operating highlights
• Our South African entity continued
to drive tenancy growth, adding 36
sites and 60 tenancies, with a
tenancy ratio of 1.71x at year-end.
• Adjusted EBITDA expanded +136%
year-on-year, reflecting the
continued operating leverage for
the business as tenancies are added
to the portfolio.
Revenue
+76%
2021: US$6.0m
2020: US$3.4m
Adjusted EBITDA
Δ
+136%
2021: US$2.6m
2020: US$1.1m
Key highlights
(US$ millions) FY21 FY20
Revenue 6.0 3.4
Adjusted EBITDA
Δ
2.6 1.1
Total sites 272 236
Total tenancies 464 404
Tenancy ratio 1.71x 1.71x
Mobile penetration (2021)
(2)
68%
Mobile connections CAGR
(3)
(2021–26)
3%
PoS additions
(3)
(2021–26)
1,800
Operating review continued
Sainesh
Vallabh
Regional CEO –
South & Central
Africa
Marinus Gieselbach
MD Helios Towers
South Africa &
Regional Director
of Southern Africa
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
44
Helios Towers plc Annual Report and Financial Statements 2021
Congo B
BRAZZAVILLE
POPULATION
(1)
6M
POPULATION
GROWTH
(1)
(2021–26)
13%
UNIQUE MOBILE
SUBSCRIBERS
(2)
3M
4G CONNECTIONS
(% POPULATION)
(1,2)
14%
The team delivered steady
Adjusted EBITDA growth in
2021, driven by continued
tenancy expansion. We
continue to focus on business
excellence, and delivering
exceptional service levels for
our customers.
Colard Nkole Tshiyoyo
Managing Director
Overview
Historically a steady contributor to
the Group, Congo Brazzaville saw
a successful year. Similar to many
of our other markets, Congo B has
an attractive structural growth
opportunity with strong population
growth forecast and low mobile
penetration.
2021 operating highlights
• Our operating company in Congo
Brazzaville delivered 33 sites and
44 tenancies in the year, marking
one of its strongest years since
operations began in 2015.
• Revenues and Adjusted EBITDA
grew 4% and 3% respectively,
largely reflecting the continued
tenancy growth.
Revenue
+4%
2021: US$27.7m
2020: US$26.6m
Adjusted EBITDA
Δ
+3%
2021: US$13.1m
2020: US$12.7m
Key highlights
(US$ millions) FY21 FY20
Revenue 27.7 26.6
Adjusted EBITDA
Δ
13.1 12.7
Total sites 459 426
Total tenancies 661 617
Tenancy ratio 1.44x 1.45x
Mobile penetration (2021)
(2)
48%
Mobile connections CAGR
(3)
(2021–26)
4%
PoS additions
(3)
(2021–26)
800
Market leader
Sainesh
Vallabh
Regional CEO –
South & Central
Africa
Colard Nkole
Tshiyoyo
MD Helios
Towers
Congo
Brazzaville
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
45
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Senegal
DAKAR
POPULATION
(1)
17M
POPULATION GROWTH
(2021–26)
(1)
14%
(1)
UNIQUE MOBILE
SUBSCRIBERS
(2)
9M
4G CONNECTIONS
(% POPULATION)
(1,2)
16%
Overview
Following closure of our acquisition
agreement with the MNO, Free
Senegal, our new operation went
live in May 2021. Helios Towers is the
first and only independent towerco
operating in the country, in a market
that is perfectly aligned to our
criteria: multiple MNOs, a hard
currency market and a tower and
power infrastructure gap.
With a strong pool of local talent
to recruit from, together with our
New Markets Launch team and
regional CEO leadership, the
acquisition has enjoyed a textbook
integration process.
2021 operating highlights
• We closed acquisition of 1,207 sites
and 1,264 tenancies in May 2021,
with financial and operational
performance continuing to be in line
with the Company’s expectations.
• The operating company saw
quarter-on-quarter Adjusted
EBITDA growth through the
year and delivered continuous
improvements in power uptime
for our customers.
Key highlights
(US$ millions) FY21
Revenue 23.4
Adjusted EBITDA
Δ
12.7
Total sites 1,232
Total tenancies 1,303
Tenancy ratio 1.06x
Mobile penetration (2021)
(2)
53%
Mobile connections CAGR
(3)
(2021–26)
4%
PoS additions
(3)
(2021–26)
1,800
Market leader
Operating review continued
Philippe Loridon
Regional CEO
– Middle East,
East & West
Africa
Karim Ndiaye
MD Helios
Towers Senegal
& Regional
Director of
West Africa
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
Although we have only been operational since May 2021, we are
delighted with our progress and focus on business excellence.
We have seen strong power uptime improvements already, and
continue to engage with the MNOs to efficiently support their
expansion plans.
Karim Ndiaye
Managing Director
46
Helios Towers plc Annual Report and Financial Statements 2021
Madagascar
ANTANANARIVO
POPULATION
(1)
28M
POPULATION
GROWTH
(1)
(2021–26)
14%
UNIQUE MOBILE
SUBSCRIBERS
(2)
11M
4G CONNECTIONS
(% POPULATION)
(1,2)
11%
Overview
We closed the acquisition of Airtel
Africa’s passive infrastructure
company in Madagascar in November
2021, adding 490 sites to our
portfolio. Madagascar is an attractive
market for mobile communications,
with 37% mobile penetration today
and 14% population growth projected
between 2021–26.
Madagascar meets many of our
acquisition criteria, with four high-
quality MNOs, a population of 28
million and a tower and power
infrastructure gap. We look forward
to supporting MNOs to expand their
networks in this attractive market,
efficiently and cost-effectively.
2021 operating highlights
• We closed the acquisition of
490 sites and 594 tenancies in
November 2021, with a strong team
in place, ready to support driving
site growth and colocation lease-up
in the attractive Madagascar market
in 2022 and beyond.
Key highlights
(US$ millions) FY21
Revenue 2.4
Adjusted EBITDA
Δ
0.9
Total sites 490
Total tenancies 594
Tenancy ratio 1.21x
Mobile penetration (2021)
(2)
37%
Mobile connections CAGR
(3)
(2021–26)
5%
PoS additions
(3)
(2021–26)
1,100
Jérôme Gautier
Acting MD
Helios Towers
Madagascar
Sainesh
Vallabh
Regional CEO –
South & Central
Africa
(1) UN World
Population
Prospects,
June 2019.
(2) GSMA database,
accessed
January 2022.
(3) Analysys Mason
report,
February 2022.
I am delighted to be part of the Helios Towers team and driving
operations in Madagascar, which launched in November 2021.
Itruly believe we have the opportunity, with our dynamic and
experienced team, to support all mobile operators to expand
and densify their networks over the coming years and
contribute to bridging the digital divide in this emerging market.
Jérôme Gautier
Acting MD Helios Towers Madagascar
47
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Expansion into new markets
Helios Towers announced a number of acquisition
agreements in 2020 and 2021. Our New Markets Launch
team, which closed acquisitions in Senegal and Madagascar
in 2021, continues to explore opportunities in a number of
structurally attractive markets.
Market overviews
Malawi Gabon Oman
Population
(1)
20m 2m 5m
GDP CAGR (2021–26)
(2)
4% 3% 3%
Mobile penetration
(3)
34% 63% 71%
Mobile connections CAGR (2021–26)
(4)
6% 1% 4%
#MNOs 2 2 3
PoS CAGR (2021–26)
(4)
8% 3% 9%
Transaction KPIs
Malawi Gabon Oman
Sites 735 459 2,890
Tenancy ratio 1.4x 1.0x 1.2x
Y1 revenues
(5)
$23m $22m $59m
Y1 Adjusted EBITDA
(5)
$8m $7m $40m
(1) UN World Population Prospects, June 2019.
(2) IMF World Economic Outlook, October 2021. GDP CAGR reflects annual growth using current prices.
(3) GSMA database, accessed January 2022.
(4) Analysys Mason report, February 2022.
(5) Y1 Revenues and Adjusted EBITDA reflect expected performance of the acquired assets in the first full year of
ownership, with further growth expected through the committed BTS and colocation lease-up.
Announced acquisitions
48
Helios Towers plc Annual Report and Financial Statements 2021
Chief Financial Officer’s statement
2021 was a standout year for Helios
Towers. Alongside record performance
from an organic tenancy growth
and operational perspective, we
strengthened our Company through
further customer and geographic
diversification, improved earnings
visibility and reduced cost of capital.
It was a year in which we effectively
doubled our tower count, both
through our announced acquisitions
and by the welcome addition of
Senegal in May 2021.
These portfolios expand our
asset base and, importantly, offer
considerable opportunities for
lease-up and compounding cash
flow returns. In addition to the strong
organic growth opportunity from
each of these acquisitions, they also
improve our diversification, hard
currency mix and earnings visibility.
We serve a broader set of investment
grade or near-investment grade
customers across a broader number
of attractive, high-growth markets.
Pro forma for the announced
acquisitions we increased our
contracted revenues to US$5.3 billion
(2021 actual: US$3.9 billion) and
improved our hard currency
(1)
Adjusted EBITDA to 72% (2021 actual:
65%), which alongside our contractual
CPI and power price escalators
provides a robust and resilient income
stream for theCompany.
Transformational growth
The new market acquisitions also open
up considerable growth opportunities
to Helios Towers. The portfolios we
have purchased from the MNOs come
with lower tenancy ratios on day-1 as
they were principally built and
2021: A platform
built for
compounding
growth and
returns
Manjit Dhillon
CFO
(1) Hard currency earnings reflect
% Adjusted EBITDA in either US$
or CFA (which is pegged to the Euro).
49
Strategic ReportOverview Governance Report Financial Statements
Helios Towers plc Annual Report and Financial Statements 2021
operated for a sole MNO. So while
the tenancy ratio and EBITDA margins
will be lower than the Group margins,
they offer a fantastic opportunity to
lease-up the portfolio and serve the
needs of all the MNOs in these
markets. Following closing of the
signed transactions we will effectively
double in size and therefore will see a
period of transition, with a number of
our Group metrics becoming diluted
in the short-term; however, we will see
these rebound as we continue to build
new sites, lease up the portfolio and
operate the assets more efficiently.
More detail can be found on pages
08 and 09.
The capital markets
During the year we were active in
thecapital markets and attracted
significant support, diversifying our
funding instruments, tapping new
pockets of investor demand, lowering
our cost of capital and positioning us
well for the significant investments
being made across both 2021 and 2022.
This included our first raising of
convertible bonds in March 2021,
which we also subsequently tapped,
in total raising US$300 million.
Additionally, we raised a small amount
of primary equity in the year of
approximately US$110 million, which
further strengthened our balance
sheet in advance of closing the
announced acquisitions. Finally, we
also raised a €120 million local facility
in Senegal to support the acquisition
and the committed pipeline of 400
BTS in that market.
The net result of this activity, and
alongside our financing actions in
2020, is that we have significantly
reduced the cost of our financing.
Just two years ago, our cost of debt
was approximately 9%. Now, on a
blended basis, taking into account all
of our activity, that rate is lower than
6%, and we look forward to continuing
to drive that down further.
Whilst our activity in the capital
markets has positioned us well
for the closings of the announced
acquisitions, it has resulted in an
increase in financing costs on
an absolute basis which reduced
statutory profitability in the
short term.
Group performance: continued
growth and significant investment
We closed the year with revenue and
Adjusted EBITDA growth of 8% and
6% respectively, and delivered a
record operating profit of US$59
million, increasing 5% year-on-year,
all of which was driven by continued
tenancy growth. Our Adjusted EBITDA
margin was largely unchanged from
2020, decreasing 1ppt from 55%
to 54% year-on-year, which reflects
the increase in SG&A to support
the period of significant portfolio
expansion.
The Group’s loss before tax was
US$(119) million, increasing from a loss
of US$(21) million in 2020. This was
principally related to movements in
our derivative financial instruments
that reflects the embedded call
option in our bond, and also higher
finance costs. The higher finance
costs reflect capital raised to support
our two acquisitions closed during
2021 (portfolios in Senegal and
Madagascar), as well as strengthening
our balance sheet in advance of
closing other announced acquisitions,
which are targeted to close through
2022.
We anticipate that we will see
continued statutory Group losses
as we integrate the acquired assets.
However, as we drive colocation
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 from being
loss to profit making.
Cash flow generation from our existing
asset base, or portfolio free cash flow
(‘PFCF’), slightly decreased year-on-
year, down 3% to US$168 million.
The decrease principally related to
higher tax and ground lease payments,
offsetting the Adjusted EBITDA
growth delivered in the year. Cash
conversion decreased from 77% in
2020 to 70% in 2021. As we continue
to close the announced acquisitions,
we anticipate our cash conversion to
remain flat or decrease slightly from
this level, but increase over the
medium term as we lease-up our
tower assets.
We invested US$395 million capex in
the year, of which US$373 million was
discretionary capex, supporting our
entry into two new attractive markets
(purchasing 1,697 sites across Senegal
and Madagascar) and delivering one
of our highest ever years of organic
tenancy additions (1,262). The majority
of these organic additions came in the
second half of the year, so we enter
2022 in a very strong position that
is further complemented by three
announced acquisition deals that
are targeted to close in 2022.
Quality of revenues and earnings
Our business has a high quality
earnings profile, which reflects a
combination of diverse blue-chip
customers, robust contract structure
with long tenors, and best
in class operational execution.
Customer mix: we serve Africa’s
largest MNOs, which account
for approximately 98% of our 2021
revenues. Importantly, this is spread
across a number of blue-chip MNOs,
with no single customer accounting
for more than 26% of our 2021
revenues. We also price sustainably,
with our lease rates approximately
30% lower than the MNOs’ total cost
of ownership.
Long-term contracts: our contracts
typically have initial terms of 10–15
years, with automatic renewals
thereafter. As at 31 December 2021,
we had an average of 7.6 initial term
years remaining across the Group.
This represents US$3.9 billion of future
revenue already contracted; a strong
underlying base (of high quality
customers) on which we can grow.
Pro forma for announced acquisitions,
our contracted revenue increases to
US$ 5.3 billion, with an average
remaining life of 8.6 years.
Hard currency earnings and
escalations: one of the key strengths
of our business is hard currency
earnings. This is largely due to the fact
we operate in hard currency markets:
DRC, Senegal and Congo Brazzaville
are either dollarised or pegged to the
Euro. Across the Group, 65% 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.
Chief Financial Officer’s statement continued
50
Helios Towers plc Annual Report and Financial Statements 2021
Liquidity and net debt
During 2021 we strengthened our
liquidity position, finishing the year
with US$529 million of cash and cash
equivalents, an increase of US$100
million from US$429 million in 2020.
This was partly a result of the equity
placing, convertible bond issuance
and subsequent tap. Our net leverage
was 3.6x at the end of 2021, an
increase of 0.7x compared to our
2020 position, reflecting significant
capital investment through the year.
Importantly, we retain strong funding
capacity with leverage still at the low
end of our medium term target range
of 3.5x – 4.5x. Following closing all of
the announced acquisitions, we
anticipate net leverage to be slightly
above our medium term range, with
a clear path back within our range in
the near term.
Finally, we were pleased to maintain
our credit ratings of B2 corporate
family rating (‘CFR’) by Moody’s
Investors Service and B corporate
credit rating by S&P, which reaffirms
the stability of our corporate
credit profile.
Dividend
Given the scale of the opportunities in
our current pipeline, and our ambitions
to invest in our existing businesses
and expand into new markets, the
Directors recommended that no
dividends be paid for the year ended
31 December 2021. However, given our
expectations for the future growth of
the business and improving free cash
flow, there may be scope to pay a
dividend in the medium term. This
decision would be considered
depending on investment
opportunities at that time.
Outlook
With our significant investment
and strong tenancy additions in 2021,
in addition to signed acquisitions
targeted to close this year, we expect
2022 to be another exciting year for
the business, and one in which we
will continue to drive sustainable
value creation.
We have made significant investments
to build an enlarged platform, from
which we can drive strong growth
and compounding returns. Our robust
business model and high quality
earning base underpins our growth.
It comprises a combination of long-
term contracts with a diverse set of
blue-chip MNOs across a diverse set
of attractive high growth geographies,
many of which are hard currency.
We were pleased to deliver our
Carbon Reduction Roadmap in
November 2021, and lay out ambitious,
but achievable targets for the business
in 2022 and beyond. As part of that,
we introduced Project 100, pledging
to invest US$100 million between
2022–30. In line with this, we have
identified a number of value accretive
and carbon reducing initiatives, which
we look forward to rolling out through
the year and discussing in due course.
We have created a fantastic and
compelling platform for growth and
we remain laser-focused on delivering
exceptional customer service, business
excellence and sustainable value
creation for all our stakeholders.
Manjit Dhillon
CFO
51
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Section 172(1) Statement
Promoting the
success of the
Company
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, supplier 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 and how the Board has considered
the Company’s key stakeholders in its strategic decision-
making during the year to 31 December 2021.
The Board recognises and appreciates the importance of
considering all its key stakeholders when making strategic
decisions. Maintaining strong relationships with the
Company’s stakeholders is critical to the continued success
of the business and the Company’s Sustainable Business
Strategy, which is outlined on pages 22–39. In addition,
the Company’s senior management team formally and
informally provides the Board with updates and information
relating to the Company’s key stakeholders.
Further information on the Board’s decision-making can
be found on pages 54–55 and on the Company’s
interaction with its key stakeholders on pages 56–57.
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Helios Towers plc Annual Report and Financial Statements 2021
Information provided
to the Board
Stakeholder engagement
activities are reported to
the Board
(see pages 92–93)
The Board has regular access
to the Executives and senior
management and Board papers
provide detailed information to
enable the Board to make
informed decisions
Training is provided to
the Board to raise their
awareness of appropriate
subject matters and their
responsibilities, including
Directors’ duties
Board strategic
decision-making
Impact of the Board’s
decision-making
Continual engagement
with stakeholders
The Board ensures its decision-
making is in line with the
Company’s strategic aims, and
that it underpins long-term
value creation while supporting
the Company’s culture
The Board is mindful of
its duties and considers each
s172(1) factor in its decision-
making
The Chair ensures there is
appropriate time in Board
meetings to consider all the
information and request
clarification and assurance from
senior management
The Board is aware of the
potential impacts of its decision
-making
Senior management
implements actions from the
Board’s decision-making, and
reports to the Board on
outcomes and achievements
Review of the Company’s
Sustainable Business Strategy
The information below
sets out how our Board is
supported in its decision-
making and how it is able
to carefully consider all the
relevant factors relating to
s172(1).
53
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Section 172(1) Statement continued
Convertible bond/equity issue
Strategic decisions taken
Consideration by the Board of s172(1) factors
The Board carefully considered its decision to proceed
with the US$250 million Senior Unsecured Guaranteed
Convertible Bonds (the ‘Convertible Bond Offering’) in
March 2021; the concurrent US$109 million non-pre-
emptive placing of new ordinary shares in the Company;
and a placing and pricing of a US$50 million convertible
bond tap issuance (the ‘Placing’). It concluded that
proceeding with the Convertible Bond Offering and the
Placing would benefit the Company’s employees and
members, as it would ensure the Company’s continued
growth in new and existing markets.
The Convertible Bond Offering also enabled the Company
to develop its relationships with existing investors and to
attract a new pool of long-term investors.
Outcome
Additional financing capacity at attractive rates to enable
the Company to acquire various tower portfolios that will
support the Company’s continued long-term growth at
a lower cost of capital.
Omantel announced acquisition
Strategic decisions taken
Consideration by the Board of s172(1) factors
As part of the Company’s long-term strategic ambition, the
Board carefully considered the expansion of its operations
and establishing its presence in new markets. The Company
announced an agreement to acquire Omantel’s passive
tower infrastructure portfolio of 2,890 sites in May 2021,
providing the Company with the opportunity to establish
its presence in the Middle East. Shareholders approved the
acquisition at the General Meeting held on 4 June 2021.
Through this acquisition, the Company will become
a leading independent towers infrastructure provider
in Oman.
Establishing a presence in a new market requires a local
workforce, complemented and supported by existing
employees to establish the Company’s business practices,
thus providing opportunities for existing employees to
expand their experience. In line with the Board’s ethos
on succession planning (explained on page 96), a number
of existing employees were relocated to Oman to drive
the development of the new business.
As part of its decision-making on this acquisition, the Board
considered the Company’s existing relationships with
suppliers and customers. In addition to the opportunities a
new market presents for existing and new employees, new
market entry enables establishing relationships with new
suppliers, customers, tenants and third-party contractors.
In keeping with the Company’s strategic aims and
promotion of its high standards of business conduct, the
Board considered the impact on the Company’s processes
such as finance, supply chain and governance and the
implementation of such processes Group-wide, in particular
in new markets such as Oman. The Board is mindful of the
impact the Company’s operations have on the community
and environment and considered the location of the
acquired sites in the context of the Company continuing
to work towards its environmental strategic aims.
The Company regularly considers various M&A
opportunities that might be of interest. In line with
previously published acquisition criteria, not all of these
opportunities will be pursued if the majority of the key
criteria are not met, thus ensuring the preservation of
the Company’s future success.
Outcome
A new operating company providing a strategic
foothold for the Company in the Middle East, employment
opportunities and long-term sustainable growth
for investors.
Key strategic decisions
Key
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 as between members of the Company
54
Helios Towers plc Annual Report and Financial Statements 2021
The HT SharingPlan
Strategic decisions taken
Consideration by the Board of s172(1) factors
Following the positive feedback from colleagues in the
Company’s first Employee Engagement Survey in 2020, the
Board took the decision to implement a share plan enabling
all colleagues across the Group to participate and have
a vested interest in the growth of the Company over the
long-term.
The Company obtained shareholder approval for a UK
Share Purchase Plan and Global Share Purchase Plan at
the 2021 AGM. Extensive research was conducted to ensure
all employees would be treated equally in line with the
Company’s culture and the ‘One Team, One Business’ ethos
in all our countries, and no employee would be discouraged
from participating due to the regulatory burdens that could
be placed on individuals in some of the Company’s markets.
With this in mind, the Board decided to simplify the
structure of the share plan, by awarding free shares that
track the value of Helios Towers plc’s ordinary shares, to all
employees on the same value and terms regardless of role
and country. This ensured there were no restrictions to
employees enjoying this opportunity to benefit from the
Company’s long-term growth. The Board decided to grant
all employees an additional one-off ‘Covid-19 Thank You
Award’ due to the efforts made by everyone during a
challenging year.
Further information on the HT SharingPlan can be found
on page 121.
Outcome
Employees feel invested in the Company’s continued
growth and are able to benefit from its shared success.
They also have an element of remuneration that aligns
their long-term interests with those of shareholders. The
Company has a share-based plan to attract and retain
talented employees at all levels of the organisation and
across all markets.
Carbon reduction target
Strategic decisions taken
Consideration by the Board of s172(1) factors
In 2020, we developed an integrated Sustainable Business
Strategy, which reflects our economic, environmental and
social impact. Under the business excellence and efficiency
pillar of the strategy, which includes minimising our
environmental impact, we committed to develop
a carbon reduction roadmap and target. The senior
management team was heavily involved in the process
in 2021, discussing how we can reduce our environmental
impact while still delivering the transformational benefits
of mobile to our communities and driving economic growth
in our markets. There was also significant discussion at
Board level with the Board receiving a climate training
session from an external carbon specialist and approving
the Carbon Reduction Roadmap.
The vast majority of the Company’s operations are in
Africa, where the contribution to global carbon emissions
is approximately 2%
(1)
and is disproportionately lower on
a per capita basis than regions such as Europe and the US.
The Company’s published carbon reduction roadmap
focuses on our sustainable business model of colocation as
well as utilisation of lower-carbon and renewable solutions
in powering our towers. The more colocations there are, the
fewer new towers need to be built, leading to a reduction in
overall carbon emissions.
The Company’s 2030 goal is a 46% carbon intensity
reduction per tenant, which equates to maintaining
the Company’s absolute emissions at 2020 levels. Our
target covers the five markets where we were operational
for the full year of 2020. As the Company expands into
new markets, the baseline target will be
reviewed accordingly.
More information can be found in Business excellence
and efficiency on pages 28–33.
Outcome
The Company has established carbon reduction targets
that drive its long-term sustainable growth whilst
addressing the impact of the Company’s operations on
the communities and the environments in which it operates.
(1) www.heliostowers.com/carbonreductionroadmap.pdf
55
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Section 172(1) Statement continued
Workforce
Why it’s important to engage
Our people are a key asset for our
business. We nurture and invest in our
people by giving them the tools to be
effective in their work and by growing
their skills as we grow. Our ambition is
to build an engaged, happy, creative
and productive workforce by fostering
an inclusive and collaborative
environment that reflects our vision
and our values.
How we engaged during the year
•
Quarterly town hall meetings
and regular business updates
•
Training and development,
and wellness programmes
•
Mobility opportunities across
our markets
•
Code of ethics and conflict of
interest awareness sessions
•
Team building and round
table events
•
Diversity & inclusion initiatives
2021 highlights
•
Launch of the HT SharingPlan
for all employees with a take
up nearing 100%
•
Review of employee policies and
practices across the Group
•
Implementation of a new Learning
Management System
•
Introduction of a leadership
development programme
•
Introduction of the HR4U initiative
to improve collaboration
•
Design of a new layer of
management to give room
for internal moves across the
operating companies
Customers
Why it’s important to engage
Our customers are at the centre of
everything we do. Our customers
choose us to accelerate their growth
ambitions and to lower their costs of
delivering crucial services. Regular
engagement is vital for speed and
efficiency of service, and is therefore
critical to our customers. Our
performance drives theirs in turn.
How we engaged during the year
•
Regular meetings and
communication
•
Customer surveys
•
Industry conferences
•
Involvement in industry partnership
programmes and industry groups
2021 highlights
•
One of our best years for organic
tenancy growth in line with our
tenancy targets for the year and
delivering for our customers as they
densify their network and expand
into new regions
•
Key milestones reached in Tanzania,
DRC and Ghana with site counts
surpassing 4,000, 2,000 and 1,000
sites respectively
•
Considerable colocation growth
across our markets as customers
continue to see value in our portfolio
and leverage our locations to cover
new areas and population hubs
•
Using our strategic sales
methodology to formalise our
engagement with new customers
in our new markets, developing our
partnerships and creating a strong
foundation for future growth
Supplier Partners
Why it’s important to engage
To develop our supplier relationships
into true partnerships takes time and
effort by both parties to bring about
successful collaborations. We
streamline our supplier base so that
we can focus on, and invest in, a select
few, developing true partnerships that
create mutual value. Cultivating
sustainable long-term relationships is
essential in order to build and maintain
assets that need to last for decades.
How we engaged during the year
•
Regular business reviews
•
Industry training activities
•
Industry symposiums
2021 highlights
•
Digitalisation of supplier onboarding
•
Local and regional sourcing
strategies
•
Assurance of supply programme
•
Logistics management programme
•
Providing access to our new
Learning Management System
and training
Engaging with our stakeholders
Engaging and maintaining strong relationships with our stakeholders is critical to the current and future success of the
Company. Whilst we do have mechanisms in place to measure feedback from our stakeholders, we also work proactively to
capture feedback to develop our action plans for continuous improvement. The following shows how the Company, as a
whole, engages with its stakeholders. Information on the Board’s stakeholder engagement can be found on pages 92–93.
56
Helios Towers plc Annual Report and Financial Statements 2021
Investors
Why it’s important to engage
Investors have provided the business
with the capital to invest. Regular
engagement with investors is vital to
ensure they understand the business
model, strategy, opportunities and
risks. This will ensure they continue to
provide the funding flexibility required
for full execution of the strategy, and
in turn enable us to continue to deliver
value to their investments.
How we engaged during the year
•
Quarterly reporting, including
preliminary and half year results
•
Annual Report and Sustainable
Business Report publications
•
RNS announcements
•
Annual General Meeting
•
Class 1 shareholder circular and
General Meeting
•
Management conference calls and
presentations
•
Investor roadshows, conferences
and fireside chats
•
Sell-side equity research analyst
engagement
2021 highlights
•
Met with over 250 institutional
investors, including over 90% of
our institutional shareholder base,
attending over 20 investor events
•
Hosted seven management webcast
presentations, including quarterly
reporting, acquisition and carbon
reduction announcements
•
Published the inaugural Sustainable
Business Report, as well as the 2021
Annual Report, quarterly reporting
and other RNS announcements
Community
Why it’s important to engage
Alongside providing network access
and tackling the major digital divide in
our operating markets, we have a key
role to play in supporting people in the
communities where we live and work.
We want to maximise the positive
impact of our towers through
supporting education and digital
inclusion and improving access to
power and the internet.
How we engaged during the year
•
Championed education and ICT
skills development opportunities
with a focus on supporting women
and underserved rural communities
through digital inclusion projects in
South Africa, Tanzania and Ghana
•
Well-established consultation and
community engagement during
site planning
2021 highlights
•
Established the Helios Towers
‘School of Engineers’ flagship
internship programme starting in
DRC to offer final-year engineering
students and recent graduates
hands-on work experience
•
Supported education through
funding infrastructure, laptops,
ICT equipment and WiFi in schools
as well as our team giving talks
to students about STEM and
career options
Environment
Why it’s important to engage
Nurturing a sustainable environment
is crucial to the well-being of our
communities – the end consumers
of mobile technology – and the
long-term success of our business.
We strive to protect the environment
and minimise any negative impact,
which is predominantly related to
carbon emissions.
How we engaged during the year
•
Piloted a new remote monitoring
system to optimise site power and
efficiency thereby reducing our
carbon emissions
•
Connected to the grid wherever
possible and reliable, and invested
in hybrid and solar solutions to
reduce our emissions
•
Reported to the CDP climate
questionnaire for the first
time and conducted an initial
assessment of climate-related
risks and opportunities
2021 highlights
•
Established and published our
carbon reduction target of
reducing Scope 1 and 2 emissions
per tenant by 46% by 2030 against
a 2020 baseline
•
Announced Project 100: the
Company’s commitment to invest
US$100 million on efficient, low-
carbon solutions between 2022
and 2030
57
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Non-financial information statement
The table below outlines where the key contents requirements of the non-financial information statement 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 international frameworks, including the Global Reporting Initiative, and the GHG
Reporting Protocol. All Helios Towers’ policies and materials as referred to below can be found on the Company website
at www.heliostowers.com.
Reporting requirements Helios Towers’ policies and approach Section within Annual Report
Stakeholders Maintaining strong relationships with key
stakeholders is critical to the long-term
success of the business.
Stakeholder engagement, pages 56–57,
Section 172(1) Statement, pages 52–57,
Boardengagement, pages 92–93.
Environmental matters Our business strategy and business practices
have sustainability at their core.
•
Environmental Policy
•
Sustainable Business Strategy
•
Sustainable Business Report
TCFD reporting, environmental KPIs and
targets are included in the Strategic progress
section of the Strategic Report, pages31–33.
Employees We support our employees equally, through
training and opportunities, to achieve their
fullpotential.
•
Anti-Discrimination Policy
•
Employee Code of Conduct
•
Diversity and Inclusion Policy
Section 172(1) Statement, pages 52–57,
Board engagement pages92–93.
Human rights We conduct our business in a way that
protectsand respects the human rights
ofallour stakeholders.
•
Modern Slavery Statement
•
Modern Slavery Report
Governance section in the Strategic Report,
page 39.
Anti-bribery and
corruption
We have zero tolerance for any form
of briberyor corruption.
•
Code of Conduct
•
Third-Party Code of Conduct
Governance section in the Strategic Report,
page 39.
Social and community
matters
Our aim is to maximise the benefits of our
towers and network access for the
communities where we live and work.
Network access and sustainable development
section in the Strategic Report, pages 24–27,
Section 172(1) Statement, pages 52–57.
Policy embedding
due diligence and
outcomes
Our performance is supported by rigorous
duediligence processes across all areas of
ourbusiness.
•
Third-Party Engagement and Due
Diligence Policy
•
Code of Conduct
•
Third-Party Code of Conduct
Governance section in the Strategic Report,
pages38–39.
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 section in the Strategic
Report, pages 60–65.
Description of business
model
This demonstrates how we deliver on our
purpose of driving the growth of
communications in Africa and the Middle East.
Business model section in the Strategic
Report, pages 20–21.
Non-financial key
performance indicators
We consider a range of operational and
strategic KPIs to measure our progress
againstour Sustainable Business Strategy.
Group KPIs are shown in the 2021 highlights
on page 1,
Sustainable Business Strategy KPIs and
targets are included in the Strategic Report,
page 22–37.
58
Helios Towers plc Annual Report and Financial Statements 2021
59
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Board/Audit Committee
Executive team
1st line of defence
Owns and manages risks and
implements/operates business controls
Who is responsible
• Operational staff/management
Activity/controls
• Policies and procedures
• Internal controls
• Planning, budgeting/forecasting
processes
• Delegation of authority matrix
• Business workflows/IT systems controls
• Personal objectives and incentives
2nd line of defence
Oversight of risk and control compliance
Who is responsible
• Compliance/functional teams
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
3rd line of defence
Independent assurance
Who is responsible
• Internal Audit
Activity/controls
• Internal Audit risk assessment
• Approved Internal Audit plan
• Internal Audit reporting line to
Audit Committee
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 2020 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
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 made to accept,
avoid, or control and mitigate (in which case mitigating
controls are clearly defined). Each risk has a risk owner.
Climate change has been added as a principal risk during
2021 given the potential impact for our communities,
stakeholders and investors and the continued and
increasing regulatory and disclosure requirements. There
has been no material change in the nature, probability
or potential impact of previously identified risks.
During bi-annual discussions with Executive Management
and functional heads of department, potential emerging
risks are also discussed. These may result from internal
developments: changes in organisational structure/
personnel; potential new products or markets being
considered; or changes in the external environment such
as regulatory changes, and socio-economic, political
or health and safety matters.
Emerging risks related to increased corporate governance
and disclosure requirements, holistic third-party
management and continuing cyber-risk threats have also
been identified for ongoing management and monitoring.
During 2022 there will be ongoing work, in conjunction with
external experts, to develop further the Group’s assessment
and management of climate change risk.
Business development and new market integration remain
key focus areas during 2022 to ensure robust due diligence
is conducted in a timely manner on prospective market
opportunities and business partners.
Helios Towers have been monitoring the global impact
of the Ukraine conflict on its operations and to date there
have been no significant impacts.
Governance structure
Risk management
60
Helios Towers plc Annual Report and Financial Statements 2021
Probability of realisation of
Helios Towers’ principal risks
Moderate High
Major
Moderate significance High significance Major significance
Non-compliance with laws and regulations
Non-compliance with permit requirements
Information technology failure and cyber attack risk
Tax disputes
Significant exchange rate movements
Major quality
failure or breach
of contract
Operational resilience
Covid-19
Technology risk
Economic and political instability
Failure to remain competitive
Failure to integrate new lines
of business in new markets
Loss of key personnel
Impact of Helios Towers’ principal risksKey
Network access and sustainable development
Empowered people and partnerships
Business efficiency and excellence
Climate change
Principal risks and uncertainties
Principal risks heatmap
Principal risks
Summarised below are the key risks identified (not in order of significance) whichcould have a material impact on the Group.
Risk Category Description Mitigation Status
1. 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.
• Continued skills development and training
programmes for the project and
operational delivery team;
• Detailed and defined project scoping and
lifecycle 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.
Key
Risk increasing
Risk decreasing
No change
New risk
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Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Risk Category Description Mitigation Status
2. 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.
• 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 implemented in 2018
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.
3. 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.
4. Significant
exchange rate
movements
• Financial Fluctuations in, or devaluations of, local
market currencies 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.
• USD and EUR pegged contracts;
• ‘Natural’ hedge of local currencies
(revenue vs. opex);
• Monthly review of exchange rate
differences; and
• Regular upstream of cash with the
majority of cash held in hard currency,
i.e. USD/GBP at Group.
Principal risks and uncertainties continued
Key
Risk increasing
Risk decreasing
No change
New risk
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Helios Towers plc Annual Report and Financial Statements 2021
Risk Category Description Mitigation Status
5. Non-compliance
with permit
requirements
• Operational 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.
• 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.
6. Loss of key
personnel
• People 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.
• Talent identification and succession-
planning exit for key roles;
• Competitive benchmarked performance-
related remuneration plans; and
• Staff performance and development/
support plans.
7. Technology risk
• Strategic 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.
• Strategic long-term planning;
• Business intelligence;
• Exploring alternatives;
• Continuously improving product
offering to enable adaptation to new
wireless technologies; and
• Applying for new licences to provision
active infrastructure services in
certain markets.
8. 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.
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Risk Category Description Mitigation Status
9. 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 objectives;
and
• Implementation of a regional CEO and
support function governance and
oversight structure.
10. 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.
• 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.
11. 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
performance reviews;
• Alternative sources of supply are
previously identified to deal with potential
disruption to the strategic supply chain;
and
• Ongoing review and involvement of the
Human Resources function at an early
stage in organisation design and
development activities.
12. Covid-19
• Operational
• Financial
In addition to the risk to the Health and Safety
of our employees and contractors, the
ongoing impact of the Covid-19 pandemic
could materially and adversely affect the
financial and operational performance of the
Group across all of its activities. The effects
of the 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 the pandemic on fulfilment
of contractual obligations.
• 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.
Principal risks and uncertainties continued
Key
Risk increasing
Risk decreasing
No change
New risk
64
Helios Towers plc Annual Report and Financial Statements 2021
Risk Category Description Mitigation Status
13. Information
management
failure and cyber
attack risk
• 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 risk 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; and
• New supplier risk management
assessments and due diligence
carried out.
14. Climate change
• Operational
• Financial
• Reputational
There is continuing and increasing focus by
regulators, investors and communities on
the impacts of GHG emissions on business
and society.
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 our
carbon footprint and reliance on diesel
such as installing hybrid and solar
solutions in many of our towers 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;
• Aligning with the TCFD framework; and
• Dedicated sustainability team at
Group level.
NOTE: Principal risks identified, may combine and amalgamate elements of individual risks included in the detailed Group risk register.
65
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Strategic ReportOverview Governance Report Financial Statements
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 four of its seven operating
markets, and will also be either the sole and/or leading
independent operator in Oman, Malawi and Gabon upon
closing the various acquisition agreements announced
through 2021. The Group has demonstrated consistent and
continued Adjusted EBITDA growth for the last five years,
and from 2016 to 2021, operating loss has improved from
US$(35) million to an operating profit of US$59 million.
Our investment in new acquisitions as well as financing
activity to support them in 2020 and 2021 generated
a loss before tax of US$(119) million in 2021; pages 08–09
describe how the Group’s business model will generate
profits in future years as the tenancy ratio expands
going forward.
The Group is well capitalised, strengthened by multiple
capital raising activities completed across 2020 and
2021. In 2021, the Group raised US$300 million through
a convertible bond issuance in March and subsequent tap
in June. This instrument carries a coupon of 2.875%, and
matures in 2027 with a conversion price of US$2.9312.
Additionally, in June 2021 the Group raised US$109 million
gross proceeds through a non-pre-emptive equity placing
and in May 2021, Helios Towers Senegal raised facilities
representing €120 million, to partially fund the acquisition
consideration in addition to the 400 committed BTS sites
over the next five years. This follows our bond issuance and
subsequent tap, and term loan and RCF facilities raised in
2020 which materially reduced the Group’s cost of debt.
The Group has strong financial capacity to support its
future growth, with net leverage of 3.6x at the end of 2021,
the low end of the Group’s medium-term target range
of 3.5x–4.5x.
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 identifying further opportunities
for expansion into new markets, growing its existing tower
and tenant portfolio in existing markets and 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 2021. This considered the Group’s current
positions and business prospects for the next five 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 five-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 in addition to announced, but not yet closed,
acquisitions in Malawi and Oman. 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 assume that debt refinancing will be
available in all plausible market conditions and that there
will be no material change to the Group’s capital structure
over the period. The forecasts take into account the
Group’s commitments with respect to the $100m capital
spend required to meet its net zero target (see page 31).
The key assumptions reflect the principal risks of the Group,
which are explained on pages 61–65 of this Annual Report.
The purpose of this summary is to set out those 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.
3) Assessment of viability
While the Group’s strategic plan reflects the Directors’
best estimates of the future prospects of the business,
theGroup has also considered a number of downside
scenarios by quantifying their potential financial impact
andassessing the potential impact on planned delivery.
Allofthe scenarios modelled are based on aspects of
the principal risks and represent ‘severe but plausible’
circumstances that could affect the Group, its operations,
and its business activities. The assessment of viability
started with the available headroom as of 31 December
2021 and considered the plans and projections prepared
as part of the forecasting cycle, which include the Group’s
cash flows, planned commitments, required funding and
other key financial ratios.
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Helios Towers plc Annual Report and Financial Statements 2021
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 strong liquidity and headroom against its covenants,
before taking into account any consideration of mitigating
actions. 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 or customers
not paying for services provided) would be required for
the business to run out of cash and available debt facilities.
This testing highlighted that close to 50% of its portfolio
would need to go offline or all customers not to pay for
Helios Towers’ services for close to two years for the
business to run out of cash and available debt facilities.
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
five-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.
Kash Pandya
Chief Executive Officer
16 March 2022
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Strategic ReportOverview Governance Report Financial Statements
Alternative Performance Measures
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.
Reconciliation between APM and IFRS
2021
US$m
2020
US$m
Loss before tax (119.4) (20.9)
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Project costs
(1)
– 4.4
Deal costs
(2)
19.3 8.8
Share-based payments and long-term incentive plan
charges
(3)
2.0 1.0
Loss on disposal of property, plant and equipment 0.5 8.1
Other gains and losses 28.0 (40.1)
Depreciation of property, plant and equipment 142.2 128.4
Amortisation of intangible assets 2.3 5.6
Depreciation of right-of-use assets 15.3 14.0
Interest receivable (0.7) (0.8)
Finance costs 151.1 118.1
Adjusted EBITDA 240.6 226.6
Revenue 449.1 414.0
Adjusted EBITDA margin 54% 55%
(1) Project costs in 2020 relate to the preparation for debt refinancing which cannot
be capitalised.
(2) 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.
(3) Share-based payments and long-term incentive plan charges and associated costs.
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.
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.
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Helios Towers plc Annual Report and Financial Statements 2021
Reconciliation between IFRS and APM
2021
US$m
2020
US$m
Gross profit 153.8 147.9
Add back: Site and warehouse depreciation 145.1 132.6
Adjusted gross profit 298.9 280.5
Revenue 449.1 414.0
Adjusted gross margin 67% 68%
Reconciliation between IFRS and APM
2021
US$m
2020
US$m
Cash generated from operations 195.9 209.6
Adjustments applied:
Movement in working capital
25.4 3.8
Adjusting items:
Project costs
(1)
– 4.4
Deal costs
(2)
19.3 8.8
Adjusted EBITDA
240.6 226.6
Less: Maintenance and corporate capital additions
(22.1) (16.6)
Less: Payments of lease liabilities
(3)
(31.0) (25.5)
Less: Tax paid
(19.2) (10.1)
Portfolio free cash flow 168.3 174.4
(1) Project costs in 2020 relate to the preparation for debt refinancing which cannot
be capitalised.
(2) 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.
(3) Payment of lease liabilities includes interest and principal repayments of lease liabilities.
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
ofthe operations of the business,
excluding depreciation, which is the
Portfolio free cash flow and Adjusted
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.
Adjusted free cash flow is defined
as portfolio free cash flow less net
payment of interest and discretionary
capital additions. For a reconciliation
please see page 74.
Purpose
This measure 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.
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.
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Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Reconciliation between IFRS and APM
2021
US$m
2020
US$m
External debt 1,295.5 989.4
Lease liabilities 181.9 131.7
Gross debt 1,477.4 1,121.1
Cash and cash equivalents 528.9 428.7
Net debt 948.5 692.4
Annualised Adjusted EBITDA
(1)
264.0 240.4
Net leverage 3.6x 2.9x
(1) Annualised Adjusted EBITDA calculated as per the Senior Notes definition as the most
recent fiscal quarter multiplied by four, adjusted to reflect the annualised contribution
from acquisitions that have closed in the most recent fiscal quarter. This is not a forecast
of future results.
Reconciliation between IFRS and APM
2021
US$m
2020
US$m
Property, plant and equipment 718.7 594.7
Accumulated depreciation 833.3 713.0
Accumulated maintenance and corporate capital
expenditure
(202.7) (180.6)
Intangible assets 2 27.3 23.2
Accumulated amortisation 24.5 56.4
Accounting adjustments and deferred consideration for
future sites
(93.2) –
Total invested capital 1,5 07. 9 1,206.7
Annualised portfolio free cash flow
(1)
17 7. 3 174.4
Return on invested capital 11.8% 14.5%
(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.
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-
current loans and current loans
and long-term and short-term lease
liabilities. Net debt is calculated
as gross debt less cash and cash
equivalents. Net leverage is calculated
as net debt divided by annualised
Adjusted EBITDA
(1)
.
Purpose
Net debt is a measure of the Group’s
net indebtedness that provides an
indicator of overall balance sheet
strength. It is also a single measure
that can be used to assess both the
Group’s cash position and its
indebtedness. The use of the term
‘net debt’ does not necessarily mean
that the cash included in the net debt
calculation is available to settle the
liabilities included in this measure.
Return on invested capital
Definition
Return on invested capital (‘ROIC’)
is defined as defined as annualised
portfolio free cash flow divided by
invested capital. Invested capital is
defined as gross property, plant and
equipment and gross intangible
assets, less accumulated maintenance
and corporate capital expenditure,
adjusted for IFRS 3 accounting
adjustments and deferred
consideration for future sites.
Purpose
This measure is used to evaluate asset
efficiency and the effectiveness of
the Group’s capital allocation.
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 3.5x – 4.5x.
Alternative Performance Measures continued
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Helios Towers plc Annual Report and Financial Statements 2021
Detailed financial review
Consolidated Income Statement
For the year ended 31 December
(US$m)
Year ended 31 December
2021 2020
Revenue 449.1 414.0
Cost of sales (295.3) (266.1)
Gross profit 153.8 147.9
Administrative expenses (94.3) (83.5)
Loss on disposal of property, plant and equipment (0.5) (8.1)
Operating profit 59.0 56.3
Interest receivable 0.7 0.8
Other gains and losses (28.0) 40.1
Finance costs (151.1) (118.1)
Loss before tax (119.4) (20.9)
Tax expense (36.8) (15.8)
Loss after tax (156.2) (36.7)
Segmental key performance indicators
For the year ended 31 December
$ values are presented as US$m
Group Tanzania DRC
Congo
Brazzaville
2021 2020 2021 2020 2021 2020 2021 2020
Revenue for the year $449.1 $414.0 $170.4 $167.1 $176.4 $174.0 $27.7 $26.6
Adjusted gross margin
Δ
67% 68% 69% 67% 64% 67% 65% 66%
Sites at beginning of the year 7,356 6,974 3,821 3,661 1,895 1,850 426 384
Sites at year end 9,560 7, 3 5 6 4,005 3,821 2,062 1,895 459 426
Tenancies at beginning of the year 15,656 14,591 8,625 8,099 4,096 3,828 617 568
Tenancies at year end 18,776 15,656 9,012 8,625 4,701 4,096 661 617
Tenancy ratio at year end 1.96x 2.13x 2.25x 2.26x 2.28x 2.16x 1.44x 1.45x
Adjusted EBITDA
Δ
for the year
(1)
$240.6 $226.6 $113.2 $105.0 $101.0 $103.5 $13.1 $12.7
Adjusted EBITDA margin
Δ
for the year 54% 55% 66% 63% 57% 59% 47% 48%
$ values are presented as US$m
Ghana South Africa Senegal Madagascar
2021 2020 2021 2020 2021 2020 2021 2020
Revenue for the year $42.8 $42.9 $6.0 $3.4 $23.4 – $2.4 –
Adjusted gross margin
Δ
69% 72% 75% 77% 64% – 50% –
Sites at beginning of the year 978 961 236 118 – – – –
Sites at year end 1,040 978 272 236 1,232 – 490 –
Tenancies at beginning of the year 1,914 1,888 404 208 – – – –
Tenancies at year end 2,041 1,914 464 404 1,303 – 594 –
Tenancy ratio at year end 1.96x 1.96x 1.71x 1.71x 1.06x – 1.21x –
Adjusted EBITDA
Δ
for the year
(1)
$25.8 $ 2 7. 4 $2.6 $1.1 $12.7 – $0.9 –
Adjusted EBITDA margin
Δ
for the year 60% 64% 44% 32% 54% – 37% –
(1) Group Adjusted EBITDA for the year includes corporate costs of US$28.7 million (2020: US$23.1 million).
71
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Detailed financial review continued
Total tenancies as at 31 December
Group Tanzania DRC
Congo
Brazzaville
2021 2020 2021 2020 2021 2020 2021 2020
Standard colocations 8,256 7,42 1 4,432 4,268 2,536 2,097 179 173
Amendment colocations 960 879 575 536 103 104 23 18
Total colocations 9,216 8,300 5,007 4,804 2,639 2,201 202 191
Total sites 9,560 7,35 6 4,005 3,821 2,062 1,895 459 426
Total tenancies 18,776 15,656 9,012 8,625 4,701 4,096 661 617
Ghana South Africa Senegal Madagascar
2021 2020 2021 2020 2021 2020 2021 2020
Standard colocations 752 718 187 165 70 – 100 –
Amendment colocations 249 218 5 3 1 – 4 –
Total colocations 1,001 936 192 168 71 – 104 –
Total sites 1,040 978 272 236 1,232 – 490 –
Total tenancies 2,041 1,914 464 404 1,303 – 594 –
Revenue
Revenue increased by 8% to US$449.1 million in the year ended 31 December 2021 from US$414.0 million in the year
ended 31 December 2020. The increase in revenue was largely driven by the 20% increase in tenancies from 15,656 as
of 31 December 2020 to 18,776 as of 31 December 2021, including the addition of 1,303 tenancies and 594 tenancies
in Senegal and Madagascar respectively during the year.
Cost of sales
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2021 2021 2020 2020
Power 85.4 19.0% 79.9 19.3%
Non-power 64.8 14.4% 53.6 12.9%
Site and warehouse depreciation 145.1 32.4% 132.6 32.0%
Total cost of sales 295.3 65.8% 266.1 64.3%
The table below shows an analysis of the cost of sales on a country-by-country basis for the year ended 31 December
2021 and 2020.
(US$m)
Group Tanzania DRC
Congo
Brazzaville
2021 2020 2021 2020 2021 2020 2021 2020
Power 85.4 79.9 25.9 27.8 40.1 40.5 3.3 3.1
Non-power 64.8 53.6 26.8 26.6 23.3 16.8 6.5 6.1
Site and warehouse depreciation 145.1 132.6 53.2 55.5 53.7 56.9 10.5 10.1
Total cost of sales 295.3 266.1 105.9 109.9 1 17.1 114.2 20.3 19.3
(US$m)
Ghana South Africa Senegal Madagascar
2021 2020 2021 2020 2021 2020 2021 2020
Power 9.0 7. 9 1.3 0.6 5.0 – 0.8 –
Non-power 4.3 3.9 0.2 0.2 3.3 – 0.4 –
Site and warehouse depreciation 8.4 8.5 2.9 1.6 16.1 – 0.3 –
Total cost of sales 21.7 20.3 4.4 2.4 24.4 – 1.5 –
Year-on-year, cost of sales increased to US$295.3 million in the year ended 31 December 2021 from US$266.1 million
in the year ended 31 December 2020, due primarily to the acquisition of Free Senegal’s passive infrastructure assets, with
non-power cost increases also partially driven by an update to the licence fee in DRC to 3% of local revenues, effective
1 January 2021. As a result, the Adjusted gross margin reduced by 1% to 67%.
Administrative expenses
Administrative expenses increased by 13% to US$94.3 million in the year ended 31 December 2021 from US$83.5 million
inthe year ended 31 December 2020. The increase in administrative expenses is primarily due to adjusting items of
US$21.3 million in the year ended 31 December 2021, compared to US$14.2 million in the year ended 31 December 2020,
reflecting higher deal costs in the year.
72
Helios Towers plc Annual Report and Financial Statements 2021
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2021 2021 2020 2020
Other administrative costs 58.3 13.0% 53.9 13.0%
Depreciation and amortisation 14.7 3.3% 15.4 3.7%
Adjusting items 21.3 4.7% 14.2 3.4%
Total administrative expense 94.3 21.0% 83.5 20.2%
Adjusted EBITDA
Adjusted EBITDA was US$240.6 million in the year ended 31 December 2021 compared to US$226.6 million in the year
ended 31 December 2020. 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.
Loss on disposal of property, plant and equipment
Loss on disposal of property, plant and equipment was US$0.5 million in the year ended 31 December 2021, compared to
a loss of US$8.1million during the year ended 31 December 2020. This decrease in loss on disposal was primarily a result
of a reduction in site consolidations in the current year.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2021 was a loss of US$28.0 million, compared to
a gain of US$40.1 million in the year ended 31 December 2020. This is related to the fair value movement of the embedded
derivative valuation of the put and call options embedded within the terms of the Senior Notes. See Note 20
of the Group Financial Statements
Finance costs
Finance costs of US$151.1 million for the year ended 31 December 2021 included an interest cost of US$110.2 million that
reflects interest on the Group’s bond instruments, fees on available Group and local term and RCF facilities, withholding
taxes and amortisation. The swing from a gain in foreign exchange differences in 2020, to a loss in the year ended
31 December 2021, is driven primarily by the fluctuations year-on-year of the Central African Franc and Ghana Cedi
devaluing against the US Dollar.
(US$m)
Year ended 31 December
2021 2020
Foreign exchange differences 21.6 (3.6)
Interest cost 110.2 80.5
Early redemption expenses – 23.9
Interest cost on lease liabilities 19.3 17.3
Total finance costs 151.1 118.1
Tax expense
Tax expense was US$36.8 million in the year ended 31 December 2021 as compared to US$15.8 million in the year
ended 31 December 2020. The total tax charge includes charges in respect of Change of Control Taxes in a number
of jurisdictions. While in cash terms these are fully funded by a capital contribution from the pre-IPO shareholders,
which has been drawn down from funds held in escrow, these give rise to tax charges in the current period.
Though entities in Congo Brazzaville and Senegal are loss making for tax purposes, minimum income taxes have been
levied based on revenue, as stipulated by law in these jurisdictions. DRC, Ghana, Madagascar, Tanzania and two entities
in South Africa are profitable for tax purposes and subject to income tax thereon.
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of 31 December 2021 for each
year from 2022 to 2026, with local currency amounts converted at the applicable average rate for US Dollars for the
year ended 31 December 2021 held constant. Our contracted revenue calculation foreach year presented assumes:
•
no escalation in fee rates;
•
no increases in sites or tenancies other than our committed tenancies;
•
our customers do not utilise any cancellation allowances set forth in their MLAs;
•
our customers do not terminate MLAs early for any reason; and
•
no automatic renewal.
73
Helios Towers plc Annual Report and Financial Statements 2021
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Year ended 31 December
(US$m) 2022 2023 2024 2025 2026
Tanzania 177.7 176.7 176.5 176.5 120.9
DRC 190.5 191.4 191.1 164.2 139.0
Congo Brazzaville 27.9 28.0 28.0 18.0 11.0
Ghana 40.2 34.5 32.1 32.5 32.3
South Africa 6.0 6.2 6.3 6.2 5.9
Senegal 37.6 38.9 40.7 42.4 46.9
Madagascar 13.6 12.0 12.6 15.5 15.5
Total 493.5 4 8 7.7 4 8 7. 3 455.3 371.5
The following table provides our total undiscounted contracted revenue by key customers as of 31 December 2021 over
thelife of the contracts with local currency amounts converted at the applicable average rate for US Dollars for the year
ended 31 December 2021 held constant. As at 31 December 2021, total contracted revenue was US$3.9 billion, of which
99.0% is from Multinational MNOs, with an average remaining life of 7.6 years. Our contracted revenue calculation for
each year presented assumes the same basisas above.
(US$m)
Total
committed
revenues
% of total
committed
revenues
Multinational MNOs 3,877.2 99.0%
Other 39.4 1.0%
Total 3,916.6 100.0%
Management cash flow
(US$m)
Year ended 31 December
2021 2020
Adjusted EBITDA 240.6 226.6
Less:
Maintenance and corporate capital additions (22.1) (16.6)
Payments of lease liabilities
(1)
(31.0) (25.5)
Corporate taxes paid (19.2) (10.1)
Portfolio free cash flow
(2)
168.3 174.4
Cash conversion %
(3)
70% 77%
Net payment of interest
(4)
(93.3) (92.6)
Levered portfolio free cash flow 75.0 81.8
Discretionary capital additions
(5)
(373.3) (80.3)
Adjusted free cash flow (298.3) 1.5
Net change in working capital
(6)
(11.6) (22.2)
Cash paid for exceptional and one-off items, and proceeds on disposal of assets
(7)
(75.1) (50.0)
Free cash flow (385.0) (70.7)
Transactions with non-controlling interests – (1.6)
Net cash flow from financing activities
(8)
4 87. 3 279.8
Net cash flow 102.3 2 07. 5
Opening cash balance 428.7 221.1
Foreign exchange movement (2.1) 0.1
Closing cash balance 528.9 428.7
(1) Payment of lease liabilities includes 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 corresponds to movements
in working capital, excluding cash paid for exceptional and one-off items and including movements in capital expenditure related working
capital.
(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$38 million and US$29 million in 2020 and
2021, respectively, 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.
Detailed financial review continued
74
Helios Towers plc Annual Report and Financial Statements 2021
Cash conversion has decreased from 77% for the year ended 31 December 2020 to 70% for the year ended 31 December
2021. This is driven by an increase in maintenance and corporate capital additions, higher payments of lease liabilities
year-on-year, and an increase in tax paid due to increased profitability in DRC, Ghana and Tanzania, partially offset with an
increase in Adjusted EBITDA. Net change in working capital improved by US$10.6 million year-on-year due to a decrease
in receivables days, from 53 days, for the year ended 31 December 2020, to 46 days inthe year ended 31 December 2021
and an increase in trade and other payables.
The Group’s Consolidated Statement of Cash Flows is set out on page 142.
Capital expenditure
The following table shows our capital expenditure additions by category during the year ended 31 December:
2021 2020
US$m
% of total
capex US$m
% of total
capex
Acquisition 2 3 7.6 60.1% 15.9 16.4%
Growth 1 17.9 29.8% 48.9 50.5%
Upgrade 17. 8 4.5% 15.5 16.0%
Maintenance 20.3 5.1% 15.4 15.9%
Corporate 1.8 0.5% 1.2 1.2%
Total 395.4 100.0% 96.9 100.0%
Acquisition capex in the year ended 31 December 2021 relates primarily to the acquisitions in Senegal and Madagascar,
excluding the fair value of assets and liabilities acquired and goodwill recognised under IFRS 3. See Note 30 of the Group
Financial Statements.
Trade and other receivables
Trade and other receivables increased from US$137.6 million at 31 December 2020 to US$186.6 million at 31 December
2021, primarily due to a US$24.1 million receivable paid into an escrow accounts in relation to the potential Oman
transaction with Omantel and an increase in contract and sundry receivables, as a result of the acquisitions in Senegal
and Madagascar.
Trade and other payables
Trade and other payables increased from US$174.7 million at 31 December 2020 to US$249.0 million at 31 December 2021,
driven by a US$59.4 million increase in deferred consideration, relating to the Senegal and Madagascar acquisitions,
and a US$29.6 million increase in accruals due to acquisitions in the year and capital projects around year end.
Cash and cash equivalents
Cash and cash equivalents increased by US$100.2 million year on year, primarily due to the issue of US$300.0 million
of convertible bonds and US$109.3 million of equity, partially offset by US$214.1 million in consideration paid to acquire
Senegal and Madagascar and US$170.5 million payments to acquire plant, property and equipment.
Cash flows from operations, investing and financing activities
Cash generated from operations reduced by 7% to US$195.9 million due to working capital movements offset by the
increase in Adjusted EBITDA. Net cash used in investing activities was US$407.6 million for the year ended 31 December
2021, up from US$123.5 million in the prior year. The increase was primarily as a result of cash paid for acquisition in the
year and the organic growth in sites during the year. Net cash generated from financing activities during the year was
US$474.0 million, which primarily related to the issue of US$300 million of convertible bonds and $109.3 million of equity.
Loans and borrowings
As of 31 December 2021 and 31 December 2020 the HT Group’s outstanding loans and borrowings, excluding lease
liabilities, were US$1,295.5 million (net of issue costs) and US$989.4 million respectively, and net leverage of 3.6x and 2.9x
respectively. Indebtedness and leverage as at 31 December 2021 reflect the US$975 million Senior Notes refinance which
was completed during the year ended 31 December 2020, US$300 million of convertible bonds of which US$250 million
was issued in March 2021 with a coupon of 2.875% due in 2027, and US$50 million of the same Notes tapped in June 2021.
Further details of the refinance are provided in Note 20 of the Group Financial Statements.
75
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Dear Shareholder
I am pleased to present the Corporate Governance Report
for the year ended 31 December 2021. This report sets out
our governance framework, the operation of the Board and
its Committees, the Board’s activities and our engagement
with key stakeholders, each of which enables the Board
to promote the long-term sustainable success of the
Company for the benefit of its members, its stakeholders
and the communities in which the Company operates.
The Board sets the tone from the top with regard to values,
purpose, culture and high standards of business conduct,
which are emulated throughout the Group.
The Company’s Sustainable Business Strategy
Through the closing of two acquisitions in 2021 and a
further three material acquisitions targeted to close in
2022, the Company will have succeeded in meeting one of
its strategic targets of expanding operations to over eight
markets operating over 12,000 towers. I am delighted to
report that it has effectively delivered this in advance of
the 2025 target. This growth has been underpinned by the
Board’s commitment to the highest standards of corporate
governance and the continuation of the Company’s full
compliance with the UK Corporate Governance Code,
details of which can be found on page 77. The Board
strongly supports the Company’s Sustainable Business
Strategy and Carbon Reduction Roadmap and their
implementation and operation across all our
operating companies.
Due to the ongoing Covid-19 restrictions in place across
our markets, Board meetings continued to be held virtually
throughout 2021. Whilst we are hopeful that these
restrictions will continue to ease, enabling Board and
Committee meetings to begin to be held in person next
year, I would like to express my gratitude for my fellow
Directors and colleagues across the Company for the
effectiveness of the virtual meetings held in 2021.
CEO transition and Board composition
In August 2021, we announced the retirement of our
CEO, Kash Pandya, at the AGM in April 2022, and the
appointment of our COO, Tom Greenwood, as CEO-
Designate with the transition continuing until the AGM
when Tom will take over as CEO. Following the AGM, I am
delighted that Kash will continue to serve the Board in a
new role as Non-Executive Deputy Chair. During his tenure
as CEO, Kash has overseen the significant development of
the Group and value creation for all stakeholders, building
on the Group’s early success and creating a compelling
growth strategy combined with strong leadership,
processes and operating disciplines. Customers’ needs
and the welfare of our employees have also been a focus
for Kash, creating values and a culture that we are all
proud of. I, on behalf of the Board, give thanks to Kash
for his commitment and significant contribution throughout
his tenure.
As noted in more detail in the Nomination Committee
Report on pages 94–97, the Board complies with
the requirements of the Parker Review on ethnicity,
and as of March 2022, also complies with the
Hampton-Alexander Review.
Board evaluation
This year we took a slightly different approach to our Board
and Committee evaluation and enlisted the assistance of
Independent Audit Limited and their ‘Thinking Board’
platform to produce our evaluation questionnaires and
present the results to the Board. I am pleased to confirm
that the Board and its Committees continue to operate
effectively and any actions, as noted on page 97, will be
implemented during 2022.
I am very much looking forward to meeting shareholders in
person at our 2022 AGM and addressing any questions you
may have.
Sir Samuel Jonah KBE, OSG
Chair
Chair’s introduction to the Governance Report
Sir Samuel Jonah KBE, OSG
Chair
Helios Towers plc Annual Report and Financial Statements 2021
76
Compliance with 2018 UK Corporate Governance Code
The Board is supportive of and is committed to the
Company’s compliance with the UK Corporate Governance
Code 2018 (‘the Code’), which is available to view on
the Financial Reporting Council’s (‘FRC’s’) website at
www.frc.org.uk. As of 31 December 2021, the Board
confirms that the Company has applied the principles
and complied with the provisions set out in the Code.
The Corporate Governance Report, together with the
Directors’ and Remuneration Reports, describe how the
Company has applied the principles and complied with
the provisions 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
earlier this year when its shareholding fell below 10%.
Temitope Lawani, (Lath Non-Executive Director) was,
however, invited to stay on the Board. Further information
on the independence of Board members and the
Shareholders’ Agreement can be found on pages 89–90.
The following table shows where shareholders can find
information in this report on the application by the
Company of the principles and provisions of the Code.
Board leadership and Company purpose Page
Chair’s introduction to governance 76
Strategic Report 10
Purpose, value and culture 38 and 86
Section 172(1) Statement 52
Stakeholder engagement 56 and 92
Principal risks and uncertainties 61
Workforce policies and practices 37 and 56
Division of responsibilities Page
Role of the Chair 88
Board composition 91
Roles and responsibilities 88
Independence 90
Conflicts of interest 89
Time commitment and external appointments 90
Composition, succession and evaluation Page
Board and Executive Management biographies 78
Board composition 91
Appointment, tenure and re-election 91 and 95
Board skills, experience and knowledge 95
Board evaluation 97
Board succession planning 96
Nomination Committee Report 94
Audit, risk and internal control Page
Audit Committee Report 98
Financial reporting 100
External auditor and internal audit 103 and 104
Fair, balanced and understandable assessment 103
Risk management and internal controls 60 and 102
Going concern 144
Viability statement 66
Remuneration Page
Directors’ Remuneration Report 106
Alignment of remuneration with Company
strategy
111
Remuneration outcomes in 2021 108
The Board strongly
supports the Company’s
Sustainable Business
Strategy and Carbon
Reduction Roadmap and
their implementation and
operation across all the
operating companies.
Sir Samuel Jonah KBE, OSG
Chair
77
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Board of Directors
(as at 31 December 2021)
Key to Committees:
Audit Committee
Nomination Committee
Remuneration Committee
C
Committee Chair
Sir Samuel Jonah
KBE, OSG
Chair
Kash Pandya
Chief Executive Officer
Tom Greenwood
CEO-Designate
Manjit Dhillon
Chief Financial Officer
Appointed to the Board
12 September 2019
Appointed to the Board
12 September 2019
Appointed to the Board
12 September 2019
Appointed to the Board
1 January 2021
Committees
C
Committees
None
Committees
None
Committees
None
Skills and experience
Sir Samuel Jonah KBE, OSG
hasextensive listed company
experience, having served
on the boards of various
public and private companies
including Vodafone Group plc,
Lonhro plc, the Global Advisory
Council of the Bank of America
corporation and Standard Bank
Group. He has been Chairman
of Roscan Gold Corporation
Inc. since January 2020 and
a Non-Executive Director of
Grit Real Estate Income Group
Limited since February 2019.
He previously worked for
Ashanti Goldfields and later
became Executive President of
AngloGold Ashanti Limited.
He was born and educated in
Ghana and obtained a Master’s
degree in Management from
Imperial College London and
is a member of the American
Academy of Engineering.
Skills and experience
Kash Pandya joined Helios
Towers in August 2015 as CEO,
having previously been a Board
Director with Aggreko plc,
the world’s largest temporary
power generation company,
for eight years. This included
five years as Managing Director,
overseeing a doubling of its
international business.
Kash has worked for various
engineering and manufacturing
companies including Jaguar,
General Electric Company,
Ford Motor Company and
Novar plc (then Caradon plc).
In 1999, he joined APW Ltd., a
global manufacturing services
company, to lead all operations
outside the US. In 2004, he
became the CEO of Johnston
Group, a publicly quoted
company, leaving the business
on its sale to Ennstone plc.
Kash became a non-executive
director of James Fisher
& Sons plc in October 2021.
Kash began his career through
an engineering apprenticeship
and holds a Bachelor’s
degree in Technology
Engineering and a Master’s
degree in Manufacturing.
Skills and experience
Tom Greenwood joined Helios
Towers in 2010. He became
Finance Director in 2012 before
taking up the role of CFO in
2015. Following his transition
to the newly created position
of COO in 2020, Tom was
appointed CEO-Designate in
August 2021 with immediate
effect and will formally take up
the CEO role after the AGM in
April 2022.
In his tenure at Helios Towers so
far, Tom has overseen all major
M&A transactions, the taking
public of the Company in
2019, and driving the Group’s
business excellence power
uptime delivery to a record
99.99% in 2021.
Tom joined Helios Towers
from PwC and is a qualified
Chartered Accountant of
the Institute of Chartered
Accountants of England
and Wales.
Skills and experience
Manjit Dhillon joined Helios
Towers in 2016. He was
appointed CFO in January
2021, having held the
positions of interim CFO and
Head of Investor Relations
and Corporate Finance.
Sustainability and IT report
into the CFO.
Manjit has overseen
transactions including capital
raisings of c.US$3 billion,
substantially reducing the cost
of capital, and the acquisitions
of multiple tower portfolios
across six new high growth
markets. He also played a key
role throughout the successful
IPO of Helios Towers on the
London Stock Exchange
in 2019.
Prior to Helios Towers, Manjit
has held a number of positions
in the financial services
sector, including with Deloitte,
Goldman Sachs and Lyceum
Capital. He is a qualified
Chartered Accountant of
the Institute of Chartered
Accountants of England
and Wales.
Other current listed
appointments
Grit Real Estate Income
Group Limited, listed on the
Johannesburg and London
Stock Exchanges, and Roscan
Gold Corporation Inc. listed in
Canada on the TSX Venture
Exchange.
Other current listed
appointments
James Fisher & Sons plc
Other current listed
appointments
None
Other current listed
appointments
None
78
Helios Towers plc Annual Report and Financial Statements 2021
Magnus
Mandersson
Senior Independent
Director
Alison Baker
Independent Non-
Executive Director
Richard Byrne
Independent Non-
Executive Director
Temitope Lawani
Non-Executive Director
Appointed to the Board
12 September 2019
Appointed to the Board
12 September 2019
Appointed to the Board
12 September 2019
Appointed to the Board
12 September 2019
Committees
Committees
C
Committees
C
Committees
Skills and experience
Magnus Mandersson was
appointed Senior Independent
Director on 12 September
2019. He has more than 25
years of experience in the
Telecommunications and
Media sectors.
Magnus worked at
Telefonaktiebolaget LM
Ericsson for 14 years, where
he held various positions
including Executive Vice
President. He was also
President and Chief Executive
Officer of SEC, the parent
company for Tele2 Europe,
held a number of leadership
positions in the IKEA Group
and Millicom S.A., and was
Chair of Next Biometrics
Group ASA.
He is Chair of Karnov Group
AB and Tampnet ASA, and a
board member of Albert Immo
Holding S.à.r.l., PMM Advisors
S.A. and Interogo Foundation.
He has a Bachelor of Science in
Business Administration from
Lund University in Sweden.
Skills and experience
Alison Baker has more than 25
yearsof experience in auditing,
capitalmarkets and assurance
services. She has worked
extensively in emerging
markets, including those
in Africa.
Until January 2017, Alison
was a partner at PwC LLP
and, previously, a partner
at EY LLP. She is Senior
Independent Director of
Rockhopper Exploration Plc
and Non-Executive Director
of Endeavour Mining Plc.
She is a qualified Chartered
Accountant of the Institute
of Chartered Accountants
of England and Wales, and
gained a Bachelor of Science
in Mathematical Sciences from
Bath University.
Skills and experience
Richard Byrne was appointed
to the Board on 12 September
2019, having previously been a
Director of Helios Towers, Ltd.
since December 2010. Richard
co-founded TowerCo in 2004,
serving as the company’s
President and Chief Executive
Officer. He was a member of
the board of directors from its
inception until his retirement in
December 2018.
Before TowerCo, he was
President of the tower
division of SpectraSite
Communications, Inc.
Richard has also served as
National Director of Business
Development at Nextel
Communications Inc. From
2008 to 2018, he served on
the board of directors of the
Wireless Infrastructure Trade
Association (‘WIA’) in the US.
Skills and experience
Temitope Lawani was
previously a Director of Helios
Towers, Ltd., serving since
February 2010. A Nigerian
national, he was co-founder
and Managing Partner, and
is now co-Chief Executive
and Director of Helios
Fairfax Partners Corporation
(‘Helios’, formerly named Helios
Investment Partners) and has
more than 25 years of principal
investment experience. He is
also Non-Executive Director of
Vivo Energy Holdings plc and
Director of Pershing Square
Holdings Ltd.
Prior to forming Helios,
Temitope was a principal in
the San Francisco and London
offices of TPG Capital, a global
private equity firm. Temitope
began his career as a corporate
development analyst at the
Walt Disney Company. He
received a Bachelor of Science
in Chemical Engineering from
the Massachusetts Institute of
Technology, a Juris Doctorate
(cum laude) from Harvard
Law School and an MBA from
Harvard Business School.
Other current listed
appointments
Chair of Karnov Group AB, a
Sweden-listed company on
NASDAQ.
Other current listed
appointments
Rockhopper Exploration Plc,
listed on the London Stock
Exchange, Endeavour Mining
Plc, listed on the Toronto and
London Stock Exchanges.
Other current listed
ppointments
None
Other current appointments
Vivo Energy Holding plc and
Pershing Square Holdings
Ltd, both listed on the London
Stock Exchange, and Helios
Fairfax Partners, listed on the
Toronto Stock Exchange.
79
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Board of Directors continued
David Wassong
Non-Executive Director
Sally Ashford
Independent Non-Executive
Director, Non-Executive
Director for workforce
engagement
Carole Wamuyu
Wainaina
Independent Non-Executive
Director
Appointed to the Board
12 September 2019
Appointed to the Board
15 June 2020
Appointed to the Board
13 August 2020
Committees
None
Committees
Committees
Skills and experience
David Wassong was previously
a Director of Helios Towers,
Ltd., serving from January 2010.
He is Managing Partner of
Newlight Partners LP, an
independent investment
manager firm formed in
October 2018 when part of the
Strategic Investments Group
of Soros Fund Management
LLC (‘SFM’), spun out of SFM.
Previously, David was co-head
of the Strategic Investments
Group and jointly responsible
for overseeing its investment
portfolios. Before SFM, David
was Vice President at Lauder
Gaspar Ventures, LLC.
He started his career in
finance as an analyst and
then as an associate in the
investment banking group of
Schroder Wertheim & Co., Inc.
David received an MBA from
the Wharton School at the
University of Pennsylvania
and gained his Bachelor’s
degree in Economics from
the University of Pennsylvania.
Skills and experience
Sally Ashford joined the Helios
Towers Board in June 2020
as Non-Executive Director for
workforce engagement. Sally
is currently Group HR Director
at Informa plc, a role she
commenced in June 2021.
Sally has over 30 years’
experience in the field of
Human Resources (‘HR’)
including significant expertise
in reward, talent and business
transformation. In her early
career, Sally worked in HR
research and consultancy
before moving in-house.
She spent 15 years working
in a variety of HR roles in the
Telecoms industry at BT, O2
and Telefonica, including
European HR Director and
Deputy Global HR Director.
In 2015, Sally joined Royal
Mail where she became Chief
Human Resources Officer
in June 2018, a role she held
until February 2021.
She holds a Bachelor of
Science degree in Management
Science from the University
of Manchester and a Master’s
degree in Industrial Relations
from the University of Warwick.
Skills and experience
Carole Wamuyu Wainaina
is currently Senior Advisor
to the CEO at the Africa50
Infrastructure Fund. She joined
Africa50 in 2017 as the COO.
This followed her role as an
Assistant Secretary General
at the United Nations in the
Department of Management.
Carole was previously Executive
Vice President and Chief HR
Officer at Koninklijke Philips
N.V., and also spent 13 years
with The Coca Cola Company.
There, she held several senior
roles across Europe, Eurasia
and Africa and also worked as
the Chief of Staff to the Global
Chairman and CEO.
She is Non-Executive Director
for the Equatorial Coca-Cola
Bottling Company and Non-
Executive Board Member
for the Nairobi International
Finance Centre. Carole holds
a Bachelor of Business degree
from the University of Southern
Queensland in Australia,
majoring in Marketing, Human
Resources and Organisational
Development.
Other current listed
appointments
None
Other current listed
appointments
None
Other current listed
appointments
None
Key to Committees:
Audit Committee
Nomination Committee
Remuneration Committee
C
Committee Chair
80
Helios Towers plc Annual Report and Financial Statements 2021
Executive Management
Philippe Loridon
Regional CEO – Middle East,
East & West Africa
Sainesh Vallabh
Regional CEO – South &
Central Africa
Karim Ndiaye
MD Helios Towers Senegal
& Regional Director of
West Africa
Fritz Dzeklo
MD Helios Towers Ghana
& Regional Director of
Central Africa
Joined 2011
Philippe Loridonhas held a
Regional CEO position with
Helios Towers since August
2020. His position covers the
Tanzanian and Senegalese
markets and also Malawi and
Oman, subject to the closing of
the relevant transactions with
Airtel Africa and Omantel for
these new markets.
Philippe previously held the
position of CEO of Helios
Towers Tanzania from January
2015, and the CEO of Helios
Towers Congo and Helios
Towers DRC from May 2019
and was previously CEO of
Helios Towers DRC between
December 2011 and December
2014. He previously served
as CEO at Equateur Telecom
Congo, where he re-launched
Equateur Telecom Congo in
Congo Brazzaville.
Prior to this, Philippe
accumulated 20 years’
experience in the
Telecommunications industry
with MNOs based in San Marino,
Israel and Papua New Guinea.
This included 13 years at
Hutchison Whampoa, fulfilling
senior roles in sales, marketing
and business development
before first becoming CEO of
Hutchison Sri Lanka in 1998,
and then head of Hutchison
Telecommunications’ Latin
American operations between
2000 and 2002. He was also
previously a Director at Be-
Mobile. He is a French citizen.
Joined 2020
Sainesh Vallabh joined
Helios Towers as CEO of
Southern & Central Africa in
August 2020. Sainesh’s position
now covers the markets of
South Africa, Madagascar, DRC
and Congo Brazzaville in order
to optimise the synergies of
customer crossover between
these markets.
Previously, Sainesh was
the Managing Executive of
Mergers & Acquisitions for
Vodacom Group Limited, where
he was responsible for the
development and execution of
Vodacom’s expansion strategy
across the continent, a role he
held for over seven years.
Before joining Vodacom,
Sainesh spent approximately
10 years as an Investment
Banker at HSBC Bank Plc,
HSBC Africa and Rothschild,
where his primary focus
was advising MNOs on their
African expansion and related
strategies. He is a citizen of
South Africa.
Joined 2021
Karim Ndiayejoined Helios
Towers as Managing Director
for Senegal in March 2021,
launching operations in our
sixth market. Prior to joining
Helios Towers, Karim held
the role of Regional Asset
Management Director for
the Meridiam Investment
Africa Fund, an infrastructure
investment fund. In this role,
he supported the fund in the
opening of their Dakar office
and was responsible for the
management of several large
infrastructure projects across
West and Central Africa in
sectors including Renewable
Energy and Transport
& Logistics.
Karim is an accredited Lean
Six Sigma Orange Belt
with over 16 years of
international experience in
senior management roles in
companies including Man
Energy Solutions, Aggreko
and Ericsson, delivering
power projects across
Sub-Saharan Africa. He
is a Senegalese national.
Joined 2012
Fritz Dzeklohas been Managing
Director of Helios Towers
Ghana since July 2019. Fritz
joined Helios Towers in October
2012, having held various senior
roles during his time, including
Project Director for Helios
Towers Tanzania and Head
of Projects for Helios Towers
Ghana. Prior to Helios Towers
Ghana, he was at Vodafone
Ghana.
Fritz has experience in East
Africa and West Africa,
is a certified Lean Six Sigma
professional and is a citizen
of Ghana.
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Executive Management continued
Ramsey Koola
MD Helios Towers Oman &
Regional Director of Middle
East & East Africa
Marinus Gieselbach
MD Helios Towers
South Africa & Regional
Director of Southern Africa
Gwakisa Stadi
MD Helios Towers Tanzania
Eric Waku
MD Helios Towers DRC
Joined 2015
Ramsey Koola was appointed
Managing Director (‘MD’) of
Helios Towers Oman in July
2021. Ramsey will lead the
integration and operational
teams in this new market,
further to the announced
Omantel tower portfolio
acquisition earlier this year.
Prior to this appointment,
Ramsey held the position of MD
for Helios Towers Tanzania.
He was instrumental in growing
the Helios Towers Tanzania
business and delivering on
our strategic plan in Tanzania.
Ramsey joined Helios Towers
in 2015 as Head of NOC, later
taking on the role of Group
Head of NOC, in which he
delivered technology upgrades
and process improvements
across the business. Prior
to Helios Towers, Ramsey
was a Technical Support
Manager with Siemens
Telecommunications (Pty)
Ltd and CELLC (Pty) in South
Africa and has over 20 years’
experience in the African
Telecommunications industry.
He is a certified Lean Six
Sigma Black Belt and a citizen
of Tanzania.
Joined 2019
Marinus Gieselbachhas been
the Managing Director of Helios
Towers South Africa since June
2020. Marinus joined Helios
Towers South Africa as the
Operations Director in 2019.
Prior to joining Helios Towers,
he held executive positions in
operations, commercial and
finance with Vulatel, Dimension
Data Advanced Infrastructure
and Plessey. During this time,
he delivered various tower, fibre
and data centre projects in 12
African countries over a period
of 14 years.
Marinus holds a Bachelor
of Commerce Honours in
Financial Management from the
University of Pretoria. He is a
citizen of South Africa.
Joined 2015
Gwakisa Stadi has been the
Managing Director of Helios
Towers Tanzania since July
2021. Prior to this appointment,
Gwakisa held the position of
Finance Director for Helios
Towers Tanzania from 2017,
where he successfully led the
Finance function in our largest
market, having joined the
business in 2015 as Financial
Controller.
Prior to joining Helios Towers
Tanzania, Gwakisa worked as
an external auditor at Deloitte
Tanzania Ltd. In this role
he provided auditing and
assurance services to national
and multinational corporates
across sectors including
Telecommuniations, Financial
Services and Manufacturing,
among others. He holds a
Bachelor of Commerce in
Accounting and Auditing
from the University of Dar
es Salaam. He is a Certified
Public Accountant – CPA(T)
registered with the National
Board of Accountants and
Auditors (‘NBAA’). He is a
certified Lean Six Sigma Black
Belt and a citizen of Tanzania.
Joined 2021
Eric Wakujoined Helios Towers
as Managing Director for DRC
in May 2021. Prior to joining
Helios Towers, Eric worked in
Deloitte’s Francophone Africa
team where he advised large
clients on infrastructure and
investment projects. Eric has
a wealth experience of more
than 20 years within the IT and
Telecommunications sectors,
working at Alcatel-Lucent,
Nokia, and Smartmatic as Vice
President of Sales, leading
teams that designed strategic
partnerships and implemented
greenfield and turnkey projects
in multiple African countries,
including Vodacom’s DRC
network.
Eric is passionate about
sustainable development
in Africa in the
Telecommunications sector.
Heholds an MBA from ESCP
Business School in France and
McCombs School of Business
inTexas (United States). Eric
isa Congolese (DRC) national.
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Helios Towers plc Annual Report and Financial Statements 2021
Colard Nkole
Tshiyoyo
MD Helios Towers
Congo Brazzaville
Jérôme
Gautier
Acting MD Helios Towers
Madagascar
Matthews
Mtumbuka
MD Helios Towers
Malawi
Joined 2011
Colard Nkole Tshiyoyohas
been the Managing Director
of Helios Towers Congo since
January 2020. Colard joined
Helios Towers in 2011 and
has undertaken many roles
including Project Manager,
Project Director and Head of
Performance Engineering.
Colard is a Civil Engineer from
the University of Kinshasa
and, since 2009, has been a
Professor Assistant in the Civil
Engineering department at
the University and a certified
Project Manager since 2016.
Colard has over 17years’
experience in the
Telecommunications industry
and before joining Helios,
Colard was working for Airtel
as the Site Supervisor in 2004
and then Project Supervisor in
2006. Colard is a Congolese
(DRC) citizen.
Joined 2021
Jérôme Gautier joined Helios
Towers Madagascar in
December 2021 as Finance
Director. Prior to joining
Helios Towers, Jérôme was
an independent consultant
in Madagascar serving local
companies on financial matters
and business development.
Jérôme has over 20 years
experience in various financial
and senior management roles
for major banks in Europe, Asia
and Africa. In Madagascar, he
was also General Manager for
a leading micro finance bank.
Jérôme holds a Master’s
degree in Finance from ESSCA
School of Management and
SKEMA Business School. He
is a member of various local
associations dedicated to
alleviating poverty, improving
local living conditions and
facilitating education. He
is a French citizen.
Joined 2021
Matthews Mtumbuka joined
Helios Towers as Managing
Director of Helios Towers
Malawi in December 2021.
Prior to joining Helios Towers
Malawi Matthews was CEO at
UbuntuNet Alliance, providers
of ICT services to universities
in 26 countries in Eastern and
Southern Africa. Matthews
also held senior management
roles in Airtel for eight years,
in Malawi, Rwanda and at the
African Head Office in Kenya.
He holds a PhD in Engineering
Science from Oxford University.
He was also president of the
Malawi Institution of Engineers
from 2011 to 2013. He is a citizen
of Malawi.
Ramsey Koola
MD Helios Towers Oman &
Regional Director of Middle
East & East Africa
Marinus Gieselbach
MD Helios Towers
South Africa & Regional
Director of Southern Africa
Gwakisa Stadi
MD Helios Towers Tanzania
Eric Waku
MD Helios Towers DRC
Joined 2015
Ramsey Koola was appointed
Managing Director (‘MD’) of
Helios Towers Oman in July
2021. Ramsey will lead the
integration and operational
teams in this new market,
further to the announced
Omantel tower portfolio
acquisition earlier this year.
Prior to this appointment,
Ramsey held the position of MD
for Helios Towers Tanzania.
He was instrumental in growing
the Helios Towers Tanzania
business and delivering on
our strategic plan in Tanzania.
Ramsey joined Helios Towers
in 2015 as Head of NOC, later
taking on the role of Group
Head of NOC, in which he
delivered technology upgrades
and process improvements
across the business. Prior
to Helios Towers, Ramsey
was a Technical Support
Manager with Siemens
Telecommunications (Pty)
Ltd and CELLC (Pty) in South
Africa and has over 20 years’
experience in the African
Telecommunications industry.
He is a certified Lean Six
Sigma Black Belt and a citizen
of Tanzania.
Joined 2019
Marinus Gieselbachhas been
the Managing Director of Helios
Towers South Africa since June
2020. Marinus joined Helios
Towers South Africa as the
Operations Director in 2019.
Prior to joining Helios Towers,
he held executive positions in
operations, commercial and
finance with Vulatel, Dimension
Data Advanced Infrastructure
and Plessey. During this time,
he delivered various tower, fibre
and data centre projects in 12
African countries over a period
of 14 years.
Marinus holds a Bachelor
of Commerce Honours in
Financial Management from the
University of Pretoria. He is a
citizen of South Africa.
Joined 2015
Gwakisa Stadi has been the
Managing Director of Helios
Towers Tanzania since July
2021. Prior to this appointment,
Gwakisa held the position of
Finance Director for Helios
Towers Tanzania from 2017,
where he successfully led the
Finance function in our largest
market, having joined the
business in 2015 as Financial
Controller.
Prior to joining Helios Towers
Tanzania, Gwakisa worked as
an external auditor at Deloitte
Tanzania Ltd. In this role
he provided auditing and
assurance services to national
and multinational corporates
across sectors including
Telecommuniations, Financial
Services and Manufacturing,
among others. He holds a
Bachelor of Commerce in
Accounting and Auditing
from the University of Dar
es Salaam. He is a Certified
Public Accountant – CPA(T)
registered with the National
Board of Accountants and
Auditors (‘NBAA’). He is a
certified Lean Six Sigma Black
Belt and a citizen of Tanzania.
Joined 2021
Eric Wakujoined Helios Towers
as Managing Director for DRC
in May 2021. Prior to joining
Helios Towers, Eric worked in
Deloitte’s Francophone Africa
team where he advised large
clients on infrastructure and
investment projects. Eric has
a wealth experience of more
than 20 years within the IT and
Telecommunications sectors,
working at Alcatel-Lucent,
Nokia, and Smartmatic as Vice
President of Sales, leading
teams that designed strategic
partnerships and implemented
greenfield and turnkey projects
in multiple African countries,
including Vodacom’s DRC
network.
Eric is passionate about
sustainable development
in Africa in the
Telecommunications sector.
Heholds an MBA from ESCP
Business School in France and
McCombs School of Business
inTexas (United States). Eric
isa Congolese (DRC) national.
83
Helios Towers plc Annual Report and Financial Statements 2021
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Executive Management continued
Paul Barrett
General Counsel &
Company Secretary
Jeffrey Schumacher
Director of Commercial
Leon-Paul Manya
Okitanyenda
Director of Integration
Allan Fairbairn
Director of Operations
& Technology
Craig James
Group IT Director
Nick Summers
Director of Property
& SHEQ
Joined 2020
Paul Barrettjoined Helios
Towers plc as General Counsel
and Company Secretary in April
2020. Prior to joining Helios
Towers, Paul was Director of
Legal and Company Secretary
at RAC Motoring Services, a
position which he assumed in
July 2018. Before this, he held
interim positions as General
Counsel of Helios Towers, Ltd.
and Legal Director at Prudential
plc. From 2006 until February
2017, Paul was Head of Legal
Affairs at Home Retail Group
plc, the then parent company of
Argos and Homebase and the
UK’s largest non-food retailer.
Paul has an LLB (Hons) in
Business Law and qualified as
a Barrister before moving into
industry. He has extensive
senior management and board
level experience, domestically
and internationally, in both
listed and private companies.
He is a British citizen.
Joined 2011
Jeffrey Schumacherhas
been Director of Commercial
since August 2020, a role
which focuses on Commercial
and Business Development
opportunities across the
continent. Jeffrey previously
held the position of CEO of
Helios Towers Ghana since
2015, CEO of Helios Towers
South Africa since 2019 and
Group Commercial Officer
since July 2020.
Jeffrey joined Helios Towers
in 2011 and has held senior
positions during our set-up,
launch and growth phases,
including as CEO of Helios
Towers Congo, Managing
Director of Helios Towers Chad
and Chief Commercial Officer
of Helios Towers DRC. Prior to
joining Helios Towers, Jeffrey
was an Investment Professional
at Soros Fund Management
where he was actively involved
with Helios Towers since its
formation in 2009.
He holds a Bachelor of Science
in mechanical engineering
(magna cum laude) from
Northwestern University in
the United States and is an
American citizen.
Joined 2011
Leon-Paul Manya
Okitanyendais Director of
Integration, having acted
as Group Technical Advisor
for New Markets since August
2020. Previously, Leon-Paul
held the position of CEO
of Helios Towers DRC since
January 2015, and was
previously appointed Network
Operations Director in
February 2011.
Leon-Paul has over 21 years
of experience in the
Telecommunications industry.
Prior to joining Helios Towers
in 2011, Leon-Paul worked as a
Sales Supervisor for Oasis SA
(now Tigo), Contract Execution
Manager at Telefonaktiebolaget
LM Ericsson and Project
Supervisor for MER Group.
Before MER Group, he was
Operations Manager for
Venture and Logistics Manager
at Plessey Company plc.
He holds a master’s degree
in Economics Mathematics
and is a Congolese (DRC)
citizen.
Joined 2021
Allan Fairbairn joined Helios
Towers as Director of
Operations and Technology
in June 2021. In this role, Allan
is focused on Performance
engineering and Delivery
functions of the Group,
including Operations, Supply
Chain and PMO. He joined
Helios Towers from Aggreko,
where he held a number of
senior positions including Area
General Manager for West
and Central Africa, a position
he held since 2016, and led
operations for Africa as an
Operations Director in the
EMEA team, a position he
held for four years prior.
Allan has extensive international
experience in setting up and
managing technical operations
in markets across Africa
and the Middle East. He is
a Chartered Electrical and
Electronic Engineer, a Fellow of
the Institute of Engineering and
Technology, an accredited Lean
Six Sigma Black Belt and is a
British citizen.
Joined 2019
Craig Jamesjoined Helios
Towers in October 2019, having
previously been Head of
Information Technology (‘IT’)
at Ophir Energy, an African
and Asian focused oil and gas
exploration and production
company. Craig has over 25
years’ experience in the field
of Information Technology.
He started his career at
Barclays, has experience in the
Telecommunications sector
and previously held roles as
Global IT Architect and Head
of IT (Asia Pacific) at a FTSE
100 multinational mining
organisation. Craig also has
consulting experience with BP,
AWE and Credit Suisse.
Craig holds IT industry
qualifications and has
over 15 years’ experience
working across Africa. He
also holds an MBA Essentials
certification from the London
School of Economics. He is
a British citizen.
Joined 2010
Nick Summershas been
Director of Property & SHEQ
since January 2022 and
was previously Director of
Sustainability & Property,
Director of Sustainability &
Organisational Development
and a member of the executive
team since 2015, when he
was appointed Director of
Corporate Services. Human
Resources reports into Nick.
Nick joined Helios Towers in
2010 after spending nine years
with Vodafone both in the
United Kingdom and abroad.
His final role at Vodafone Group
Plc was National Head of RAN
Deployment for Vodafone
Ghana (previously state-owned
Ghana Telecom). Nick is the
head of the London office. He
is responsible for the Group’s
HSE and Quality programmes,
in addition to managing
our property estate across
the portfolio.
Nick has a Bachelor of Science
(Hons) in Rural Enterprise and
Land Management and holds
a National General Certificate
(‘NEBOSH’) in Health & Safety
and an environmental Associate
Member Certificate (‘IEMA’).
He is a British citizen.
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Helios Towers plc Annual Report and Financial Statements 2021
Paul Barrett
General Counsel &
Company Secretary
Jeffrey Schumacher
Director of Commercial
Leon-Paul Manya
Okitanyenda
Director of Integration
Allan Fairbairn
Director of Operations
& Technology
Craig James
Group IT Director
Nick Summers
Director of Property
& SHEQ
Joined 2020
Paul Barrettjoined Helios
Towers plc as General Counsel
and Company Secretary in April
2020. Prior to joining Helios
Towers, Paul was Director of
Legal and Company Secretary
at RAC Motoring Services, a
position which he assumed in
July 2018. Before this, he held
interim positions as General
Counsel of Helios Towers, Ltd.
and Legal Director at Prudential
plc. From 2006 until February
2017, Paul was Head of Legal
Affairs at Home Retail Group
plc, the then parent company of
Argos and Homebase and the
UK’s largest non-food retailer.
Paul has an LLB (Hons) in
Business Law and qualified as
a Barrister before moving into
industry. He has extensive
senior management and board
level experience, domestically
and internationally, in both
listed and private companies.
He is a British citizen.
Joined 2011
Jeffrey Schumacherhas
been Director of Commercial
since August 2020, a role
which focuses on Commercial
and Business Development
opportunities across the
continent. Jeffrey previously
held the position of CEO of
Helios Towers Ghana since
2015, CEO of Helios Towers
South Africa since 2019 and
Group Commercial Officer
since July 2020.
Jeffrey joined Helios Towers
in 2011 and has held senior
positions during our set-up,
launch and growth phases,
including as CEO of Helios
Towers Congo, Managing
Director of Helios Towers Chad
and Chief Commercial Officer
of Helios Towers DRC. Prior to
joining Helios Towers, Jeffrey
was an Investment Professional
at Soros Fund Management
where he was actively involved
with Helios Towers since its
formation in 2009.
He holds a Bachelor of Science
in mechanical engineering
(magna cum laude) from
Northwestern University in
the United States and is an
American citizen.
Joined 2011
Leon-Paul Manya
Okitanyendais Director of
Integration, having acted
as Group Technical Advisor
for New Markets since August
2020. Previously, Leon-Paul
held the position of CEO
of Helios Towers DRC since
January 2015, and was
previously appointed Network
Operations Director in
February 2011.
Leon-Paul has over 21 years
of experience in the
Telecommunications industry.
Prior to joining Helios Towers
in 2011, Leon-Paul worked as a
Sales Supervisor for Oasis SA
(now Tigo), Contract Execution
Manager at Telefonaktiebolaget
LM Ericsson and Project
Supervisor for MER Group.
Before MER Group, he was
Operations Manager for
Venture and Logistics Manager
at Plessey Company plc.
He holds a master’s degree
in Economics Mathematics
and is a Congolese (DRC)
citizen.
Joined 2021
Allan Fairbairn joined Helios
Towers as Director of
Operations and Technology
in June 2021. In this role, Allan
is focused on Performance
engineering and Delivery
functions of the Group,
including Operations, Supply
Chain and PMO. He joined
Helios Towers from Aggreko,
where he held a number of
senior positions including Area
General Manager for West
and Central Africa, a position
he held since 2016, and led
operations for Africa as an
Operations Director in the
EMEA team, a position he
held for four years prior.
Allan has extensive international
experience in setting up and
managing technical operations
in markets across Africa
and the Middle East. He is
a Chartered Electrical and
Electronic Engineer, a Fellow of
the Institute of Engineering and
Technology, an accredited Lean
Six Sigma Black Belt and is a
British citizen.
Joined 2019
Craig Jamesjoined Helios
Towers in October 2019, having
previously been Head of
Information Technology (‘IT’)
at Ophir Energy, an African
and Asian focused oil and gas
exploration and production
company. Craig has over 25
years’ experience in the field
of Information Technology.
He started his career at
Barclays, has experience in the
Telecommunications sector
and previously held roles as
Global IT Architect and Head
of IT (Asia Pacific) at a FTSE
100 multinational mining
organisation. Craig also has
consulting experience with BP,
AWE and Credit Suisse.
Craig holds IT industry
qualifications and has
over 15 years’ experience
working across Africa. He
also holds an MBA Essentials
certification from the London
School of Economics. He is
a British citizen.
Joined 2010
Nick Summershas been
Director of Property & SHEQ
since January 2022 and
was previously Director of
Sustainability & Property,
Director of Sustainability &
Organisational Development
and a member of the executive
team since 2015, when he
was appointed Director of
Corporate Services. Human
Resources reports into Nick.
Nick joined Helios Towers in
2010 after spending nine years
with Vodafone both in the
United Kingdom and abroad.
His final role at Vodafone Group
Plc was National Head of RAN
Deployment for Vodafone
Ghana (previously state-owned
Ghana Telecom). Nick is the
head of the London office. He
is responsible for the Group’s
HSE and Quality programmes,
in addition to managing
our property estate across
the portfolio.
Nick has a Bachelor of Science
(Hons) in Rural Enterprise and
Land Management and holds
a National General Certificate
(‘NEBOSH’) in Health & Safety
and an environmental Associate
Member Certificate (‘IEMA’).
He is a British citizen.
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The Company’s purpose, values and culture
The Company’s purpose, values, culture and strategic
pillars are the essential building blocks of the business
and their alignment is critical to ensure the Company’s
continued long-term sustainable growth and achievement
of its strategic targets.
The Board assesses, monitors and promotes the culture
of the Group and firmly believes in setting the tone from
the top. Culture is important across the whole business
ensuring our colleagues remain engaged, operating in
a compliant manner and are able to flourish with career
progression and support the Company’s growth.
Culture remains a key topic of discussion at Board meetings
through the feedback received from the ‘Voice of the
Employee’ sessions held by Sally Ashford and from
employee initiatives carried out in the operating companies.
Cultural and compliance issues are also discussed in detail
at Audit Committee meetings with specific issues raised
by the Chair of the Audit Committee at Board meetings
as required.
As part of the Company’s ongoing compliance
development programme, an external review by the Good
Corporation was commissioned with a particular focus on
anti-bribery and corruption, anti-tax evasion, and aspects
of fraud and third-party management. The outcomes from
this review, which were presented to the Board, showed
that the Group’s adequate procedures were strong with
good tone from the top.
Board and Committee attendance
Directors’ attendance at scheduled Board and Committee
meetings during 2021 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
such as the Omantel tower portfolio acquisition, the Placing
and Convertible Bond Offering, and the Airtel Africa tower
portfolio transactions.
Board leadership and Company purpose
Director
Board
(of 6)
Audit
Committee
(of 5)
Nomination
Committee
(of 2)
Remuneration
Committee
(of 7)
Sir Samuel Jonah 6 n/a 2 6
Kash Pandya 6 n/a n/a n/a
Tom Greenwood 6 n/a n/a n/a
Manjit Dhillon 6 n/a n/a n/a
Magnus
Mandersson 5 3 2 n/a
Alison Baker 6 5 n/a 6
Richard Byrne 5 5 n/a 7
David Wassong 6 n/a n/a n/a
Temitope Lawani 6 n/a 0 n/a
Sally Ashford 6 n/a 2 7
Carole Wamuyu
Wainaina 5 4 1 n/a
Board
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 risk and uncertainties.
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
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 succession
planning, conflicts of
interest and
independence.
Remuneration
Committee
Responsible for
establishing the
Company’s 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.
Governance framework
The Company has a governance framework that enables
the Board and its Committees to be effective in their
decision-making, which is integral to ensuring the
successful delivery of the Company’s strategy. Matters
Reserved for the Board were reviewed and approved
by the Board during 2021. The Board has established
Committees and has delegated responsibility for certain
matters to them. Written terms of reference setting out
roles and responsibilities were reviewed and approved by
each Committee and the Board during the year.
Both the Matters Reserved for the Board and Committee
terms of reference can be found at www.heliostowers.
com/about-us/governance/
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Helios Towers plc Annual Report and Financial Statements 2021
Principal matters considered and key considerations
addressed during the year
M&A transactions
•
Discussed in-depth and approved the entry into
agreements with Airtel Africa for acquisitions in
Madagascar and Malawi and the entry into exclusive
memorandum of understanding arrangements in
Chad and Gabon, covering over 2,500 sites across
the four markets; and
•
Discussed in-depth and approved the acquisition of
passive tower infrastructure assets representing 2,890
sites from Omantel in Oman and a Class 1 circular.
Stakeholders considered:
Strategy, business development and operational
performance
•
Carried out in-depth reviews of the ongoing
implementation of the Company’s Sustainable
Business Strategy;
•
Provided with progress reports on Senegal and
new market integration;
•
Reviewed operational performance across the
operating companies;
•
Discussed and reviewed business development in
accordance with the Company’s Sustainable Business
Strategy and Carbon Reduction Roadmap;
•
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; and
•
Reviewed and approved the 2020 Annual Report and
2020 Sustainable Business Report.
Stakeholders considered:
Financing
•
Reviewed and approved operating company financing
and funding;
•
Discussed and approved the issue of US$250 million of
convertible bonds, US$110 million equity placing and
US$50 million tap issue of convertible bonds; and
•
Reviewed and approved the budget for the 2021
financial year.
Stakeholders considered:
Safety, health, environment and quality (‘SHEQ’)
•
Received updates from across the business, including
Covid-19 measures, health and safety performance and
employee well-being.
Stakeholders considered:
Board activities
Key to stakeholders:
Customers and suppliers
Community
Workforce
Shareholders and investors
Matters Reserved for the Board, Committee terms of
reference and Articles of Association can be found
at www.heliostowers.com/about-us/governance/
Employee engagement
•
Received reports on employee engagement activities
and action plans;
•
Reviewed the outputs and actions from the ‘Voice
of the Employee’ roundtable meetings;
•
Reviewed the implementation of the output and
results from the 2020 Employee Engagement and
Culture Survey; and
•
Approved the launch and granting of inaugural awards
under the all-employee HT SharingPlan.
Stakeholders considered:
People development and succession planning
•
Discussed and reviewed succession planning activities
within the Company and detailed engagement processes,
including leadership and management development
training; and
•
Reviewed resourcing requirements following various
acquisitions.
Stakeholders considered:
Audit tender
•
Received updates on the audit tender process from the
Audit Committee Chair.
Stakeholders considered:
Site leases and permits
•
Received updates in relation to leases and site permits
across each operating company.
Stakeholders considered:
Board standing agenda items
•
SHEQ
•
Sustainable Business update
•
Business development update
•
Operational performance update
•
Financial and investor relations update
•
‘Voice of the Employee’ updates from Sally Ashford
and the Head of Human Resources
•
Legal and Company Secretarial reports from the
General Counsel & Company Secretary
•
Reports and updates from the Chairs of the Audit,
Nomination and Remuneration Committees
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Helios Towers plc Annual Report and Financial Statements 2021
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The Board is responsible for the
long-term success of the Company
and has a suitable combination
of Executive and Non-Executive
Directors. Board members have
distinct roles and responsibilities
and the roles of Chair and Chief
Executive Officer are exercised by
separate individuals and are clearly
defined, as set out here.
The division of responsibilities is reviewed and
approved annually by the Board and is available at
www.heliostowers.com/about-us/governance/
The Board’s role is to promote the long-term sustainable
success of the Company in accordance with good
corporate governance, and set the Group’s culture, purpose
and values. It oversees the Group’s operations, ensuring
internal controls and risk management are in place for the
Group to meet its objectives and has a schedule of Matters
Reserved for the Board, which can be found at
www.heliostowers.com/about-us/governance.
The day-to-day operations of the Company are delegated
to an experienced and dedicated Executive Management
team, whose biographies can be found on pages 81 to 85,
and who promote the Group’s strategy and its
implementation and reinforce the Company’s culture,
purpose and values. The Executive Management team,
including the Executive Directors, meet regularly to discuss
the ongoing management of the Group, with any significant
matters escalated to the Board in a timely manner.
The Board’s role is to
promote the long-term
sustainable success
oftheCompany.
Sir Samuel Jonah KBE, OSG
Chair
Division of responsibilities
Roles and responsibilities
Chair
Sir Samuel Jonah KBE, OSG
•
Leads the Board and is responsible for its overall
effectiveness in directing the Company;
•
Effectively runs the Board ensuring its agenda is forward-
thinking and has an emphasis on strategy, performance,
value creation, culture, stakeholders and accountability;
•
Promotes a culture of openness and debate and fostering
relationships based on trust, mutual respect and open
communication between the Non-Executive Directors
and the Executive Management team;
•
Facilitates the effective contribution of Non-Executive
Directors, ensuring constructive relations between
Board members;
•
Ensures meetings are held with the Non-Executive
Directors without the Executives present;
•
Ensures all Directors receive accurate, clear and timely
information to support sound decision-making;
•
Ensures the Board reviews continuously all key metrics
in line with the Company’s strategy;
•
Ensures the Board determines the nature and extent of
significant risks the Company is willing to embrace in the
implementation of its strategy;
•
Provides advice, support and leadership to the Chief
Executive Officer and guidance as appropriate to other
key senior managers across the Group;
•
Ensures effective communication by the Group with its
key stakeholders, including regular engagement with
major shareholders; and
•
Ensures the Board as a whole has a clear understanding
of the views of its key stakeholders.
Chief Executive Officer
Kash Pandya
•
Manages the Group on a day-to-day basis within the
authority delegated by the Board;
•
Develops and proposes Group strategy, annual budget
and business plans and commercial objectives to
the Board;
•
Leads and monitors the Executive Management team
in the day-to-day management of the Group;
•
Identifies and executes acquisitions and disposals,
examines all business investments and major capital
expenditure proposed by the Group and makes
recommendations to the Board;
•
Manages the Group’s risk profile in line with the risk
appetite approved by the Board; and
•
Promotes a Group culture that fosters a prudent, safe
and sound business with long-term sustainability and
which conducts itself with appropriate standards
and behaviours.
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Helios Towers plc Annual Report and Financial Statements 2021
CEO-Designate
Tom Greenwood
•
Works closely with the CEO to lead, direct and develop
the Group’s strategy;
•
Actively manages and develops relationships with
key customers;
•
Works closely with the Regional CEO’s;
•
Develops and maintains systems of operational internal
control; and
•
Develops and maintains strong relationships with the
Group’s investors.
Chief Financial Officer
Manjit Dhillon
•
Develops and executes the Group strategy along with the
Executive Management team;
•
Develops and leads the Finance function which forecasts,
manages and reports on the financial and operational
performance of the Group against its strategic goals;
•
Develops and maintains systems of financial internal control;
•
Drives the organic and inorganic growth of the business;
•
Engages the global investor and analyst community and
manages the Company’s capital resources to enable
expansion and M&A to take place; and
•
Promotes and drives the Group’s values, ethics and
sustainability.
Senior Independent Director
Magnus Mandersson
•
Acts as a sounding board for the Chair and serves as
an intermediary for the other Directors;
•
Leads the process for evaluating the performance
of the Chair;
•
Leads meetings with the Non-Executive Directors
without the Chair present; and
•
Acts as an additional contact for shareholders should any
concern be unresolved by the Chair, CEO or CFO.
Non-Executive Directors (as at 31 December 2021)
Alison Baker, Richard Byrne, Temitope Lawani,
David Wassong, Sally Ashford, Carole Wainaina
•
Provide independent views, judgement, constructive
challenge and offer specialist advice at Board
and Committee meetings and to the Executive
Management team;
•
Oversee the delivery and scrutinise the achievement of
both the Company’s strategy by, and the performance of,
the Executive Management team;
•
Satisfy themselves on the integrity of financial
information and determine whether internal controls
and risk management systems are robust; and
•
Play a key role in the succession planning of the Board
and Executive Management team.
Non-Executive Director for
workforce engagement
Sally Ashford
•
In addition to the above responsibilities of a Non-
Executive Director, Sally engages with employees across
the Group, holding ‘Voice of the Employee’ sessions,
providing feedback to the Board; and
•
Oversees the implementation of employee engagement
surveys across the Group, in conjunction with the Head of
Human Resources, feeding the results back to the Board.
General Counsel & Company Secretary
Paul Barrett
•
Provides advice and support in relation to legal and
corporate governance matters to the Board, its Committees,
the Chair and other Directors individually as required;
•
Ensures the Board has access to the Company’s policies
and procedures;
•
Ensures the Board receives information in a timely
manner prior to each Board and Committee meeting and
that all papers are available via a secure online portal; and
•
Facilitates inductions for new Directors and co-ordinates
the Board evaluation in conjunction with the Chair and
the Nomination Committee.
Shareholders’ Agreement
Shortly prior to its Admission in 2019, certain founders and
early investors of the Group (the ‘Principal Shareholders’),
entered into a Shareholders’ Agreement with the Company
which included specific governance rights. Quantum
Strategic Partners Ltd 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 Strategic Partners Ltd has taken
up this right. Lath Holdings Ltd enjoyed the same right until
30 June 2021 when its shareholding fell below 10%. The
Board invited Temitope Lawani to remain on the Board in
view of the skills and experience that he brings,
notwithstanding that Lath Holdings Ltd’s shareholding was
below 10%, and Temitope Lawani agreed to do so. In view
of this, Temitope Lawani is no longer considered a
shareholder appointed Non-Executive Director.
Directors’ conflicts of interest
In accordance with the Company’s Articles of Association,
the Board is able to authorise and approve any potential
conflicts of interest. There is a formal procedure in place
whereby the Directors firstly 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 the Company’s Articles of Association and 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 approval in the Board minutes.
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If any Director has a concern about the operation of the
Board or the management of the Company that cannot be
resolved, the Company Secretary will record the Director’s
concerns in the Board minutes.
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 appointment, 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 letters of appointment and Directors
are expected to devote sufficient additional time as may
be required to fulfil their roles.
As shown on pages 78–80, Board members have
external interests and the nature and number of external
directorships held by the Directors is closely monitored
to ensure 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 external appointments by
Board members, including approval by the Chair in the
firstinstance followed by Board approval. The Company
Secretary retains records of all external interests and
potential conflicts of interest for both the Board and
seniormanagement.
The Board believes other commitments held by the
Directors enhances the capability, skills and knowledge of
the Board and is satisfied with the external directorships
held by each of the Directors.
Independence
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 her appointment in March 2022,
as noted on page 96). The Board regards Richard Byrne as
independent notwithstanding his membership as a Director
of the Board since 2010, and considers his continued
membership of the Board is in the best interests of the
Company. After careful consideration, 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 representative Director nominated
by Quantum Strategic Partners Ltd, was appointed to the
Board under the Shareholders’ Agreement in March 2022
and is not regarded as independent by the Board. Temitope
Lawani is no longer a representative Director as Lath
Holdings Ltd’s shareholding fell below 10% in 2021 and
remains on the Board as a non-independent Non-Executive
Director. Information about the Shareholders’ Agreement
can be found on page 89.
Division of responsibilities continued
Company Secretary and legal advice
All Directors have access to the advice and support of
the Company Secretary, who ensures the Board receives
information to enable it to function efficiently and
effectively and whose responsibilities are outlined on pages
88–89. 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 CFO and the Group Head of Tax and Treasury, who
reports directly to the CFO.
Further information on the Group’s tax strategy is available
at www.heliostowers.com/about-us/governance/
Risk management and internal control
The Board has overall responsibility for the Group’s risk
management and internal controls and sets the Group’s
risk strategy, risk appetite and monitors risk exposure
consistent with strategic priorities. The Board has
delegated responsibility for risk management and internal
controls to the Audit Committee, which regularly reports
to the Board. The Audit Committee report can be found
on pages 98–105 and includes its activities in relation
to risk management and internal control during 2021.
The Company established a Group-wide system of risk
management and internal control whose effectiveness is
regularly reviewed by the Audit Committee and the Board
and which enables management, and the Board, to
evaluate and manage the Group’s emerging and principal
risks and uncertainties. The Group’s risk management
framework is also reviewed by the Audit Committee and
the Board on a regular basis with particular consideration
given to material financial, operational, compliance and
sustainability (including climate) risks and controls and the
appropriate steps required to mitigate those risks.
The Board confirms that throughout 2021, 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 faced by the Group.
The Group’s risk management framework and internal
controls, including the Group’s approach to risk
management and the risks it identifies and how it profiles
those risks, are explained in detail in the Risk management
and Principal risks and uncertainties section of this Annual
Report on pages 60–65 and in the Audit Committee
Report on pages 98–105.
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Helios Towers plc Annual Report and Financial Statements 2021
Board composition
As at 31 December 2021, the Board comprised of 11
members, the Chair, CEO, CEO-Designate, CFO andseven
Non-Executive Directors, of whom five are considered
independent by the Board and under the requirements
of the Code.
The Board comprises of five Directors from non-white
ethnic groups and as such complies with the requirements
of the Parker Review for a FTSE 250 company to have one
director from a non-white ethnic group by 2024. The Board
is aware that its female representation was below the
Hampton-Alexander target of 33% as at 31 December 2021.
The Nomination Committee Report on page 96 contains
further information on the Company’s compliance with
both the Parker Review and Hampton-Alexander Review.
The biographies of the Board, including Committee
memberships, can be found on pages 78–80 and their roles
and responsibilities on pages 88–89. The skills, experience
and tenure of Board members are set out on page 95.
Board appointments
The Nomination Committee leads a formal, rigorous and
transparent process for the appointment of a new Director
to the Board, taking into consideration succession plans,
skills, experience, knowledge and diversity in all forms. 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 nineyears’ 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.
Composition, succession and evaluation
Training and induction
On appointment to the Board, all Non-Executive Directors
receive a formal tailored and comprehensive induction,
including one-to-one meetings with the Chair, the CEO,
theCEO-Designate, CFO, the other Non-Executive
Directors and the Company Secretary. Meetings are also
arranged with senior management to gain an insight and
understanding of each OpCo and site visits are encouraged
and carried out wherever possible.
It is important that all Board members keep their skills
andknowledge up to date by having an awareness of
recent and upcoming developments on matters that are
relevant to the Company and individual Directors. Training
is provided on recent and relevant topics to all Directors
eachyear by our external advisors and additional training
or development needs are recognised and addressed
asappropriate throughout the year. During the year,
the Directors received training on relevant matters
including Directors’ duties, section 172(1), climate-related
disclosures, sustainability, anti-bribery, and audit and
governance reforms.
The Board comprises
of five Directors from
non-white ethnic groups
and as such complies
with the requirements
of the Parker Review.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
91
The Company’s Section 172(1)
Statement can be found on pages
52–57. This includes case studies
which serve to demonstrate the
Board’s strategic decision-making
during the year to 31 December 2021
and details of the Company’s
engagement with its key
stakeholders.
The Board challenges and oversees
the Company’s engagement with its
key stakeholders, which the Board has
identified as its workforce, customers,
suppliers, investors and the
communities in which the Company
operates. Both the Executive Directors
and senior management, who report
frequently to the Board on outcomes
and potential concerns raised by
stakeholders, primarily carry out
this engagement.
Stakeholder engagement
Customers and supplier partners
Our customers and supplier partners
are key stakeholders and senior
management regularly provide the
Board with information relating to
customer service and supplier
excellence. The Board is supportive
of the Company’s work with local
economies and suppliers around the
world to meet the needs of our
business and customers. During 2021,
the Board has been supportive of the
work carried out to build closer
relationships with our strategic
equipment suppliers to minimise the
disruption to the supply chain due
to Covid-19.
Community
Community engagement is part of the
Network Access and Sustainable
Development pillar of our Sustainable
Business Strategy for which the Board
is ultimately responsible. Network
access provides communities with
access to life-enhancing services that
contribute to the achievement of the
UN SDGs. Building on this, we want to
maximise the positive impact of our
towers and network access for the
communities where we operate
through education and digital
inclusion, and access to power
and amenities.
The Board is regularly provided
with information relating to our
communities and supports our teams
on the ground working to support
projects to help address the digital
divide and provide young people with
opportunities to gain work experience.
Further information on our work
with our customers, supplier partners
and communities can be found in
our 2021 Sustainable Business Report.
Workforce
As the designated Non-Executive
Director for workforce engagement,
Sally Ashford continued to engage
with the workforce throughout 2021,
holding various ‘Voice of the
Employee’ focus group sessions across
the Group and welcoming colleagues
from our new businesses, including
Senegal. Observations from focus
group sessions were fed back to the
Board, with any opportunities for
improvement or action discussed in
detail by the Board. The focus group
sessions provided the Board with
in-depth insight into the Company’s
strong culture and committed
workforce, which was evident in all the
sessions. The sessions also brought to
the fore any colleague opportunities,
improvements or actions that could be
made or carried out Group-wide as
the Company continues to grow.
Following the positive feedback from
the Company’s 2020 Employee
Engagement Survey regarding
employee share ownership, the
Company launched the HT
SharingPlan for colleagues across
the Group in September 2021. This
followed shareholder approval for a
UK Share Purchase Plan and a Global
Share Purchase Plan at the 2021 AGM.
How engagement with stakeholders
influenced the Board’s decision-
making during the year.
Convertible bond/equity issue
Additional financing capability to
enable the acquisition of various
tower portfolios.
For more information
see pages 54
Omantel acquisition
The acquisition of Omantel’s
passive tower infrastructure
portfolio in May 2021.
For more information
see pages 54
The HT SharingPlan
The launch of the HT SharingPlan
in September 2021.
For more information
see pages 55
Carbon reduction target
The establishment of carbon
reduction targets.
For more information
see pages 55
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Helios Towers plc Annual Report and Financial Statements 2021
The Board is committed to creating
an inclusive culture that promotes
the ‘One Team, One Business’ ethos
throughout the Company and wants
all colleagues to share in the success
of the Group. The HT SharingPlan
allows all colleagues to benefit equally
from the value of the Company’s
shares over a three year period.
TheBoard was delighted with the
positive feedback from colleagues to
the plan and the participation rate for
the first grant of awards of almost
100%. In addition, the Company was
pleased to be able to thank colleagues
for their hard work and dedication
during the Covid-19 pandemic, with
a one-off ‘Covid-19 Thank You Award’
that will vest in March 2022. This
award will also serve to demonstrate
the benefits of the HT SharingPlan to
colleagues. Further information can
be found on page 121.
The Company operates a confidential
reporting hotline, EthicsPoint, where
anyone can raise concerns in
confidence about any actual or
potential non-compliance with policies
or procedures. Reports are provided
by the Group Head of Compliance to
the Audit Committee at every meeting
and any significant matters are
discussed in detail and reported to the
Board as required. Further detail can
be found in the Audit Committee
Report on page 100.
Investors
The interests of our shareholders
and investors are a key factor in the
Board’s decision-making and the
Board ensures it acts fairly between
all its members. The Board actively
engages with the Group’s debt and
equity investors, with the Executive
Directors holding meetings and calls
with investors on a regular basis. This
engagement may include formal
roadshows, conferences or quarterly
results presentations and Q&A’s. In
addition, all Directors, including the
Chair and Committee Chairs, are
available to answer shareholders
questions at the AGM and on any
significant matters as required
throughout the year.
The support and engagement of
shareholders and investors is essential
to the Company’s ongoing success,
with investor relations being a
standing agenda item at all Board
meetings. The Board and the investor
relations team recognise this and
ensure an active programme of
engagement is carried out during
the year. The key activities with
shareholders and investors during
2021 are shown below.
This programme of events is closely
followed and adapted as required to
ensure discussions take place on key
topics relevant to the Company.
2021 AGM
The 2021 AGM was held on Thursday,
15 April 2021 at Linklaters, One Silk
Street, London, EC2Y 8HQ as a closed
meeting. Shareholders were requested
not to attend due to the ongoing
restrictions and limitations imposed
on public gatherings by the UK
Government at the time, but were
instead encouraged to vote by proxy
and submit questions to our investor
relations team in advance. All
resolutions were passed on a poll
by the requisite majority.
The results of the 2021 AGM can be
found at www.heliostowers.com/
investors/annual-general-meeting/
2022 AGM
The 2022 AGM will be 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 are encouraged to
attend and vote in person. The Notice
of AGM will be sent to all shareholders
as a separate document and will be
made available at www.heliostowers.
com/investors/annual-general-
meeting/. The Notice will set out the
resolutions to be proposed at the
AGM together with an explanation
of each one.
•
Webcast presentations
for full-year results and
acquisition announcement
•
Follow-up meetings with
institutional investors,
individually and at
conferences
•
80+ investor meetings
•
Webcast presentations
for Q1 results
•
Airtel acquisitions
announcement
•
Annual General Meeting
•
General meeting to
approve a Class 1
transaction (the Omantel
acquisition)
•
40+ investor meetings
•
Webcast presentations
for H1 results
•
Follow-on meetings with
institutional investors,
individually and at
conferences
•
60+ investor meetings
•
Webcast presentations
for Q3 results and Carbon
Reduction Roadmap
•
Follow-on meetings with
institutional investors,
individually and at
conferences
•
40+ investor meetings
Investor relations activities during the year
Q1 Q2 Q3 Q4
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Strategic ReportOverview Governance Report Financial Statements
Nomination Committee Report
Key activities during 2021
The Committee met twice during 2021, to consider and,
where appropriate, approve the following key matters:
•
the independence of the Non-Executive Directors;
•
the Nomination Committee Report for the
2020 Annual Report;
•
review of the composition of the Board;
•
Chief Executive Officer’s succession and general
succession plans; and
•
approval of Independent Audit Limited to assist with
the 2021 Board Evaluation process.
Independence
The Committee reviewed the composition of the Board and
the independence of the Non-Executive Directors during
the year. It concluded that all Non-Executive Directors, with
the exception of David Wassong and Temitope Lawani,
continue to be independent in character and judgement
and the overall balance of skills, knowledge, experience and
diversity remains appropriate for the future needs of the
Board and the Group. Further information concerning
David Wassong and Temitope Lawani can be found on
page 89. The Committee is satisfied that all Directors
except David Wassong, stand for re-election at the AGM in
April 2022. Following the resignation of David Wassong
and the appointment of Helis Zulijani-Boye in March 2022
as noted on page 96, Helis will stand for election at the
AGM. In addition, Kash Pandya will retire from the Company
as CEO and will stand for re-election as a Director of the
Company at the AGM in his new role as Non-Executive
Deputy Chair.
Dear Shareholder,
I am pleased to present the report of the Nomination
Committee (the ‘Committee’) for the year ended
31 December 2021.
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 identifying and nominating candidates
to fulfil Board vacancies for Board approval;
•
ensuring 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;
•
overseeing, with the Chair, the annual evaluation of the
performance of the Board, its Committees and individual
Directors; and
•
considering and reviewing the Company’s policy on
diversity and progress against that policy, and working
with Human Resources to set and meet diversity
objectives and strategies.
Sir Samuel Jonah KBE, OSG
Chair
Committee membership and attendance
Membership
Attendance
(of 2)
Sir Samuel Jonah KBE, OSG (Chair)
Magnus Mandersson
Temitope Lawani
(1)
Sally Ashford
Carole Wamuyu Wainaina
(2)
(1) Temitope Lawani was unable to attend both meetings due
to pre-existing commitments.
(2) Carole Wainaina was unable to attend the August Committee
meeting due to illness.
The biographies of Committee members
can be found on pages 78–80
The Committee’s terms of reference can be found
at www.heliostowers.com/about-us/governance/
Helios Towers plc Annual Report and Financial Statements 2021
94
3
8
53.5yrs
1
1
6
2
1
8
3
5
2
1
1
1
1
3
6
2
Gender of the Board
(% of Directors)
Male 73%
Female 27%
Tenure
(number of Directors)
2–3 years
1–2 years
Nationality
(number of Directors)
British
American
Swedish
Ghanaian
Kenyan
Nigerian
Average age
of Directors
30 to 40
40 to 50
50 to 60
60 to 70
70 to 80
Diversity and inclusion
The Company has a Diversity and Inclusion Policy in place
and the Committee, and the Board, are fully committed
to ensuring that the Company upholds the overriding
objective of the Policy to promote a diverse and tolerant
culture that provides appropriate development
opportunities for all colleagues, thereby creating a diverse,
inclusive and collaborative work environment in which all
our colleagues are equally supported to embody our
corporate values of Integrity, Partnership and Excellence.
The Committee recognises that the continued success of
the Company relies on recruiting and retaining the best
people, selected purely on merit. Diversity and inclusion
are essential elements of the Empowered people and
partnerships pillar of the Company’s Sustainable Business
Strategy, demonstrating their importance to the Company’s
continued strategic progress.
At the same time, the Committee recognises that building
a gender-diverse workforce is a challenge in the sector and
in the markets we operate in, as well as in relation to the
personal security of female workers in operational and
field roles. To promote women’s advancement within the
organisation, during 2021 we implemented virtual talks with
senior female leaders, an experience sharing open forum on
topics including the challenges faced by women in senior
leadership positions, the impact of the pandemic
on women’s careers and work-life balance, and a virtual
workshop on ‘Women’s Leadership in a Covid-19 world’,
exploring the challenges faced by women during
uncertain times.
In 2022, we will be looking to develop a leadership and
mentoring programme for women, update our parental
leave policy and bridge the gender gap in our industry
through outreach and education, a process which has
already commenced in Tanzania through talks to girls
on careers in STEM at two schools.
In relation to ethnic diversity, the Board is proud that it not
only meets, but exceeds, the targets set out in the Parker
Ethnicity
(number of Directors)
White
Black
Asian
Gender of Senior
Management & direct
reports (%)
Male 71%
Female 29%
Skills and experience
Number of
Directors
Corporate Governance
Emerging Markets (including Africa)
Executive Remuneration
Financial
Human Resources
International
Listed company
M&A
Organisational/business transformations
Strategy & Leadership
Sustainability
Telecommunications sector
All data is correct as of 31 December 2021, however following
the resignation of David Wassong and the appointment of
Helis Zulijani-Boye as noted on page 96, gender diversity of
the Board is now 36% female and 64% male.
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Nomination Committee Report continued
CEO succession
The Company announced on 18 August 2021 that Kash
Pandya would retire from the Board at the conclusion
of the Company’s AGM in April 2022, moving into
a new role as Non-Executive Deputy Chair, with Tom
Greenwood appointed as CEO-Designate and formally
taking up the position of CEO in April 2022 following
the AGM.
The Committee would like to place on record its thanks
to Kash for his significant contribution to the success of
the Company. During his tenure as CEO, the Company
has successfully listed on the London Stock Exchange,
expanded from four to 11 markets (once ongoing
acquisitions complete) and undertaken multiple
financing transactions across the equity, equity-linked
and debt capital markets to ensure the Company is
well placed to pursue attractive growth opportunities.
We have been very fortunate to benefit from Kash’s
leadership and experience over the last six years and we
are pleased that he will be continuing on the Board in
a non-executive capacity.
At the same time, the Committee is delighted that Tom
has been appointed as CEO with effect from the AGM
in April 2022. Tom’s appointment was the result of a
thorough succession planning process, led by the
Committee and overseen by the Board, which included
an external benchmarking exercise and review of Helios
Towers’ peer set and the broader market. Tom’s
exemplary experience as both CFO and COO made him
the obvious choice to succeed Kash and his appointment
demonstrates the Company’s continued commitment to
the ongoing development of its people. The Committee
would like to express its gratitude to both Kash and Tom
for the constructive and collaborative manner in which
they have worked together since the announcement of
Kash’s retirement.
Review to have at least one director from a non-white
ethnic group by 2024, with diversity at all levels being
a key KPI in driving the Sustainable Business Strategy.
In respect of gender representation, as at 31 December
2021, the Board had three female Directors, equating to
27% female representation. Following the resignation of
David Wassong and the appointment of Helis Zulijani-Boye
by Quantum Strategic Partners Ltd. in March 2022, in
accordance with the Shareholders’ Agreement, the
Committee is delighted to confirm that the Board now
meets the gender diversity requirements under the
Hampton-Alexander Review.
The Head of Human Resources regularly updates the Board
and the Committee on the Company’s progress on diversity
and inclusion and meeting its objectives and strategy. This
includes addressing any matters relating to diversity and
inclusion, which have been raised through employee
surveys, such as the 2020 Employee Engagement and
Culture Survey where actions were put in place to address
any concerns. The next Employee Engagement and Culture
Survey is expected to be carried out in 2022. The gender
balance of our colleagues is explained on page 36 and on
our website at www.heliostowers.com/about-us/diversity-
and-inclusion/. In accordance with the Code, the gender
balance of the senior management and their direct reports
can be found on page 95.
Succession planning
Succession planning is a key initiative for the Board and the
Committee. As with appointments to the Board, succession
plans more generally are based on merit, objective criteria
and promote diversity in all its forms. People development
is a regular discussion topic at Board meetings, with
internal promotions, successors and female representation
in senior level roles being a focus during the year.
The Committee regularly reviews the structure, size and
composition, including skills, knowledge, experience and
diversity, of the Board to ensure it has the right mix to
support and deliver the Company’s strategy and for the
future needs of the Group. Consideration is also given to
the length of service of the Directors, along with their
independence status. 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 such new appointments were made during 2021.
However, the Company announced Kash’s retirement as
CEO and his appointment to the new role of Non-Executive
Deputy Chair following the AGM in April 2022, as explained
in detail opposite. The Board firmly believes that both the
process for appointing new Board members and the
Company’s succession planning activities provide a diverse
pipeline reflecting the Board’s commitment to the
development of the Company’s employees, providing
merit-based career pathways to the top of the organisation.
Information on the Board’s skills, experience, tenure, gender
and ethnicity can be found on pages 78–80 and on page 95.
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Helios Towers plc Annual Report and Financial Statements 2021
Board evaluation
The Committee is responsible for the completion of a
formal evaluation of the Board and its Committees each
year. An internal evaluation was conducted in 2020 and
2021 and, in line with the requirements of the Code,
an external evaluation will be carried out during 2022.
The evaluation process provides an opportunity for the
Board and its Committees to gain meaningful insight into
its performance, composition and how well members
worked together during the year. Performance evaluations
of individual Directors are also carried out annually to
demonstrate that each Director continues to contribute
effectively to decision-making at Board and Committee
meetings. The Senior Independent Director leads the
performance evaluation of the Chair in conjunction with
the other Non-Executive Directors.
The Chair acts on the results of the Board evaluation 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.
2021 evaluation
An internal evaluation was carried out in 2021 with the
assistance of Independent Audit Limited, an independent
consultancy, who have no connection with the Company.
A questionnaire was provided to the Directors, which
included questions bespoke to the Company, via
Independent Audit’s electronic platform, ‘Thinking Board’.
On this occasion, Independent Audit were not requested
to, and therefore did not, complete a review of Board and
Committee papers as part of this internal evaluation or
carry out one-to-one interviews with each of the Directors.
Findings
Overall, respondents to this facilitated self-assessment
were satisfied with the way that the Board is performing,
with members noting that the Board is working well with
management and has been doing so throughout the
challenging period of the pandemic. Virtual meetings are
felt to have worked well enough to maintain a healthy
dynamic and to enable the Board to discharge its
responsibilities effectively. Additionally, all three of the
Board Committees were seen to be working well.
Outcomes
Whilst respondents did not highlight any obvious or
specific need for improvement, they did flag a number
of issues as prompts for further discussion as to how the
effectiveness of the Board might be further enhanced.
Issues identified included the following:
•
ensuring 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; and
•
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 Board will consider the above conclusions during
2022 and implement initiatives where practical to do so,
to further enhance Board effectiveness.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
16 March 2022
October
•
A questionnaire was provided by
Independent Audit in conjunction
with input from the Company
Secretary;
•
The questionnaire was circulated
to each Director via ‘Thinking
Board’ for each Director to
complete;
•
An evaluation of each Director’s
performance was carried out; and
•
The Senior Independent Director
completed the evaluation of
the Directors.
November
•
Results of the questionnaire
were collated and a report was
presented to the Board; and
•
The Board discussed the results
of the evaluation in depth.
Process
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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.
In recent months, the Committee has focused on
engagement with regulators, retendering the audit,
monitoring the control environment, and reviewing the
controls and accounting process as we enter new markets.
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 CFO, Head of Internal Audit and
theexternal 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.
Dear Shareholder,
I am pleased to present our Audit Committee
(the ‘Committee’) report for the year ended
31 December 2021.
Key objectives
The Committee’s key objectives include:
•
the provision of effective governance over the
appropriateness of financial reporting of the Group,
including the adequacy of related disclosures;
•
the performance of both the internal audit function
and the external auditor; and
•
oversight of the Group’s internal control systems,
business risks and related compliance activities.
In this transformational year for the Company, we have
maintained our focus on the continuous improvement
of our internal control environment, integrating new
markets and continuing to navigate the impact of
Covid-19.
During 2021, we have actively engaged with regulators
as the FRC’s Audit Quality Review team reviewed
Deloitte’s work on the FY20 audit and we have
responded to the FRC’s Corporate Reporting Review
letter we received. Our responses were accepted and
their review was closed in November 2021 with no
significant findings.
Audit Committee Report
Alison Baker
Chair
Committee membership and attendance
Meetings
attended
Alison Baker (Chair)
Magnus Mandersson
(1)
Richard Byrne
Carole Wamuyu Wainaina
(2)
(1) Magnus Mandersson was unable to attend the October and
November Committee meetings due to pre-existing commitments.
(2) Carole Wainaina was unable to attend the August Committee
meeting due to illness.
Helios Towers plc Annual Report and Financial Statements 2021
98
Key responsibilities
Detailed responsibilities are set out in the Committee’s terms of reference, which can be found at
www.heliostowers.com/about-us/governance/.
Accounting and financial reporting matters
•
Monitoring the integrity of the quarterly financial information and Annual Report and Accounts, and any formal
announcements relating to the Group’s financial performance;
•
Reviewing significant financial reporting judgements and accounting policies;
•
Advising the Board on whether, as a whole, the Annual Report and Financial Statements, along with other
price-sensitive public records and reports, are fair, balanced and understandable;
•
Considering the going concern statement; and
•
Considering and reviewing the statement of the Group’s viability over a specified period.
Risk management and internal control
•
Reviewing the Group’s financial controls and internal control effectiveness and maturity;
•
Reviewing the Group’s risk management systems and risk appetite;
•
Considering whistleblowing arrangements by which employees may raise concerns about possible improprieties
in financial reporting or other matters; and
•
Reviewing the systems which have been in place for the year under review and up to the date of approval of the
Annual Report and Financial Statements.
Internal audit
•
Monitoring and reviewing the effectiveness of the Group’s Internal Audit function;
•
Considering the results and conclusions of work performed by Internal Audit; and
•
Considering the major findings of internal investigations.
External audit
•
Conducting a tender process, as required, and recommendation of the external auditor appointment to the shareholders
at the Annual General Meeting and approving their remuneration;
•
Reviewing the results and conclusions of work performed by the external auditor;
•
Reviewing and monitoring the relationship with the external auditor, including their independence, objectivity,
effectiveness and terms of engagement; and
•
Developing and implementing the Company’s policy on non-audit services.
General matters
•
Any specific topics as defined by the Board;
•
Referring matters to the Board which, in its opinion, should be addressed at a meeting of the Board;
•
Providing advice to the Remuneration Committee on financial reporting matters and related judgements as they affect
executive remuneration performance objectives; and
•
Engaging with financial regulators as required.
Time spent on each area of responsibility during meetings in FY21
Accounting and financial reporting matters 44%
Risk management and internal control 27%
Internal audit 10%
External audit 10%
General matters 9%
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Committee membership and attendance
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
amember of the Committee. There have been no changes
to the membership of the Committee during the year.
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 I am recognised by the Board as
being well qualified to undertake this role effectively.
The Committee was unable to meet in person due to the
global Covid-19 pandemic. Video conferencing has worked
very well and ensured that the Committee has been able to
fulfil its duties. Details of the members and attendance at
each of the scheduled meetings is shown in the table on
page 86 and the biographies and qualifications of the
members are shown on pages 78–80.
In addition, one meeting was held subsequent to the year
end, with full Committee attendance.
I would like to thank my fellow Committee members
Richard Byrne, Magnus Mandersson and Carole Wainaina,
whose insightful contributions have enabled the Committee
to perform its duties effectively.
Various officers and senior leaders of the Company attend
Committee meetings by invitation. These include the Chair,
CEO, CEO-Designate, CFO, Group Finance Director, Group
Financial Controller, General Counsel & Company Secretary,
Group Head of Compliance, Director of Property & SHEQ,
who leads the Health & Safety and HR functions and
representatives from the external and Internal Audit teams.
After each meeting I, as the Chair of the Committee, report
to the Board on the business undertaken.
Committee effectiveness review
We have actively engaged with the FRC, both through
the Audit Quality Review team’s review of Deloitte’s work
on the FY20 audit, and through the Corporate Reporting
Review letter received. Both the Audit Quality Review and
the Corporate Reporting Review were closed with no
significant findings.
Covid-19
The Covid-19 pandemic has continued to have some impact
in all of our markets in 2021. However, due to our status as
an essential service provider in our markets, operationally
and financially there has been less of an impact than in
2020. The Committee have continued to monitor the
situation throughout the year. The key considerations
are summarised as follows.
Principal and emerging risks
The impact of Covid-19 on the Group’s principal and
emerging risks and uncertainties has been reviewed in
depth together with related mitigations. This work is
summarised on pages 61–65.
Corporate governance
The financial close process and external audit
In response to governments’ advice and restrictions
regarding social distancing and travel, many of the Group’s
employees involved in the preparation of ongoing
management information, financial reporting and
supporting the external audit have been utilising hybrid
working and working from home where required, as are
Deloitte’s audit teams.
Similar arrangements were in place last year and continue
to operate effectively.
Internal controls systems
We have reviewed our financial controls and have
concluded that they remain appropriate for hybrid working
following the limited changes made in 2020.
Financial reporting
Significant financial reporting judgements
The impact of Covid-19 has been factored into certain of
our significant financial reporting judgements, notably
impairment testing.
Long-term viability statement
The Committee provides advice to the Board on the form
and basis of conclusions underlying the long-term viability
statement, as set out on pages 66–67, and the going
concern assessment. In response to Covid-19, the
Committee challenged management on its financial risk
assessment as part of its consideration of the long-term
viability statement.
This included scrutiny of forecast liquidity, balance sheet
stress tests and the availability of cash and cash equivalents
through new or existing financing facilities.
Audit Committee Report continued
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Helios Towers plc Annual Report and Financial Statements 2021
Subject of review Details of Committee activity
Covid-19 business risk impact
Business risk impact of the Covid-19 pandemic, considering the global economic
disruption risk, including the impact on other high-risk areas, controls and Internal
Audit plans.
Review and update of the Business Continuity Plan. This was undertaken with the
CFO.
New markets finance
In anticipation of the Group’s growth strategy and the announcements made
to the market in 2021 regarding entry into new markets, the Committee have
considered risks and controls implemented to support the setup of new operations
in these markets.
Business process reviews,
carried out in conjunction
with internal audit
End to end process reviews, including process maps, risk and control matrices and
any internal audit findings and remediation activities. These were undertaken by the
Group process and control owner:
•
SAP general IT controls
•
Data Privacy and data governance
•
Warehouse and inventory management
•
Group consolidation
•
Supply chain management
•
Taxation process
•
Process for identifying related party transactions
IT update
Update from the Group IT Director in relation to the overall IT strategy, in particular
systems architecture and cyber risk.
Cyber security
Cyber security and information security, including user security, supplier security and
cyber defence, network authentication and business continuity management from
the Group IT Director.
Climate risk and TCFD plan
Presentation and approval of the climate change action and reporting roadmap.
Gaining an understanding of sources and reliability of non-financial data and
understanding the plans for meeting compliance with TCFD reporting and any
other climate-related considerations.
Ongoing quarterly updates
Each quarter the Committee reviews management papers covering the following
key areas:
•
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 report and fraud risk management
•
Risk management and disclosure, including emerging risk considerations
Audit tender
A comprehensive audit tender process was undertaken resulting in
a recommendation to reappoint Deloitte LLP at the AGM in 2022.
Engagement with the FRC
In September 2021, the Corporate Reporting Review department of the FRC advised
that our Annual Report for the year ended 31 December 2020 had been subject to
their review and explanations were requested on certain accounting and disclosure
matters. Our responses were accepted by the FRC and their review was closed in
November 2021. This review resulted in enhancements to certain disclosures, which
are reflected within this Annual Report.
The FRC’s Audit Quality Review team selected to review the audit of the 2020 Helios
Towers plc financial statements as part of their annual inspection of audit firms. The
FRC review covered selected aspects of the audit only and focused on identifying
areas where improvements were required. As Committee Chair, I received a full copy
of the findings from the Audit Quality Review team and have discussed these with
Deloitte. The Committee confirmed that there were no significant areas for
improvement identified within the report and was satisfied that there is nothing
within the report which might have a bearing on the audit appointment.
Committee activity in 2021
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 2021 are
summarised below. Following these reviews, action items were agreed, and progress against each item is being tracked
and reviewed by the Committee.
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Audit Committee Report continued
Significant Group financial reporting judgements and estimates
The table below includes the key matters considered by the Committee, with support and challenge from the
external auditor.
Key matter Action taken by management Action taken by the Committee
Taxation 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. Management
has determined its best estimates
for taxes payable, in conjunction with
local advisors, and accounted for
them accordingly.
The Committee considered papers from
both management and Deloitte. After
receiving input from the CFO on
the latest position with regards to ongoing
matters it concluded that the Group’s tax
position had been appropriately accounted
for and that there was adequate disclosure
in relation to the key known uncertain
matters as set out in Note 10 to the
Financial Statements.
Recoverability of receivables
and accrued revenue
The Group’s customer base is primarily
large MNOs who account for 74% 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.
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 the
contract 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. A detailed policy was
presented to the Committee for approval
to ensure a consistent approach.
Business combinations The Consolidated Financial Statements
include the provisional accounting for the
fair value of assets and liabilities acquired
in business combinations in the 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 to identify
and value assets and liabilities acquired.
The Committee have considered papers
from both management and Deloitte
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 have concluded that they
are satisfied the acquisitions have been
accounted for appropriately.
In addition to the significant judgements and estimates noted above, the Committee reviewed the Alternative
Performance Measures used within the Annual Report and Financial Statements and concluded that the disclosures
were appropriate.
Effectiveness of internal control and risk
management process
With the assistance of the Internal Audit 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 received a report from Internal Audit
setting out the key aspects of our risk management
practices and system of internal control during the year,
summarising the work performed across our three lines of
defence. The Committee also received a detailed insights
report from Deloitte following the conclusion of the
2020 audit.
The Committee was satisfied that an effective review of the
system of risk management and internal control took place
during the 2021 financial year. Where specific areas of
improvement were noted as part of the different reviews
conducted by internal and external audit, mitigating
alternative controls and processes were either in place,
implemented, or steps to address the identified points were
taken during the year, and up to the date of this report.
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Helios Towers plc Annual Report and Financial Statements 2021
A particular area of focus was the entry into new markets in
the year. The Committee received input from management
and Internal Audit regarding the processes in place both
at a Group level and a local level. A post-implementation
report on the new operations in Senegal was received
from Internal Audit with no significant concerns noted.
The Committee plans to receive a report from Internal
Audit in 2022 for each new market between 6 and 12
months of operations beginning.
Principal risks
The Committee reviewed and recommended to the
Board the principal risk disclosures for approval, including
emerging risk considerations, for inclusion in the 2021
Annual Report.
Following a robust assessment of the principal risks by the
Committee during the year, climate change was added as
an additional principal risk.
Details on how the Group implements its risk management
framework and monitors its controls on a Group-wide basis
are set out on pages 60–65.
Independent assurance
During the year, the Committee has commissioned and
reviewed reports to gain assurance over non-financial
metrics including emissions targets. A number of reports
were also commissioned into financial areas such as
intangible valuations and derivative valuations. This is an
area that the Committee are aware is receiving increasing
focus and will look to continue to challenge management
going forwards.
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 Covid-19
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 66–67.
Fair, balanced and understandable
The Board is responsible for ensuring that the Annual
Reports are fair, balanced and understandable.
The Committee assessed and recommended to the Board
(which it subsequently endorsed) that, taken as a whole,
the 2021 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, 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 Internal Audit, at our March 2021
meeting, on assurance surrounding non-financial KPIs
and management information; and
•
results from work undertaken by Deloitte on their review
of the Annual Report.
Alternative Performance Measures
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.
As noted above, the Committee reviewed in detail the use
of APMs within the Annual Report. We 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, we 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
68–70. In response to the challenge, management have also
enhanced the number of statutory measures provided in
the front half of the Annual Report.
Internal Audit
I meet with the Head of Internal Audit outside of the formal
meetings, typically monthly, to discuss the output from the
Internal Audit 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.
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Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Audit Committee Report continued
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 his 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, we will reassess the adequacy of
the Internal Audit function to ensure that it is fit for growth
and emerging risk requirements.
Internal Audit effectiveness review
During the year, we assessed the effectiveness of Internal
Audit against the 5P maturity model and the Institute of
Internal Audit Code of Professional Practice and Code of
Ethics. We will seek to perform an external review of its
effectiveness in 2022 once we have further developed
the function.
The focus areas for 2022 are the review of new markets,
development of our audit assurance policy and developing
the Internal Audit function in line with the growth ambitions
of the Group, to ensure that we have robust assurance
plans across our three lines of defence.
Compliance and whistleblowing
The Group Head of Compliance attends the 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 were satisfied with the outcomes from the
investigations and compliance audits.
External auditor
During the year, the 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.
Prior to the audit tender, Deloitte introduced new partners
to the account with extensive experience of Group audits
and emerging markets.
Professional scepticism and challenge
The FRC’s Audit Quality Review team selected to review
the audit of the 2020 Helios Towers plc financial statements
as part of their annual inspection of audit firms. The FRC
review covered selected aspects of the audit only and
focused on identifying areas where improvements were
required. I received a full copy of the findings from the
Audit Quality Review team and have discussed these with
Deloitte. The Committee confirmed that there were no
significant areas for improvement identified within the report
and was satisfied that there is nothing within the report
which might have a bearing on the audit appointment.
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, we also hold a private
session with the external auditor, without management
being present, where we challenge the external auditor
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 102, 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
derivative valuation; and
•
APM disclosures as set out above.
The Committee received a detailed report from Deloitte in
advance of our March 2022 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.
As part of our review of the Deloitte Audit Plan we
requested further feedback on the quality of the control
environment across the Group.
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 2020/21 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 evaluation and challenge of key assumptions
of impairment assessments of goodwill and other assets;
•
enhance the consistency of group audit teams’ oversight
of component audit teams; and
•
strengthen the effectiveness and consistency of the
testing of revenue.
The Committee considered that the audit process as
a whole had been conducted robustly and the team had
been effective and professional.
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Helios Towers plc Annual Report and Financial Statements 2021
Proposal to Board
Oral presentation
Written proposal
Meetings with
senior management
Data room access
External audit
tendering process
•
Audit Committee proposal to the Board ahead of shareholder
approval at the AGM.
•
An oral presentation from the participating firms to the Audit
Committee followed by a question and answer session.
•
Submission of a written proposal outlining the audit team,
audit approach, transition approach, independence and fee
proposal.
•
14 meetings held with management of each operating unit
and key Group functions.
•
Documentation to allow the firms to gain an understanding
of how the Group operates.
External auditor independence and objectivity
The Committee seeks to ensure the objectivity and
independence of our external auditor through:
•
focus on the assignment and rotation of key personnel;
•
the adequacy of audit resource and level of senior hours;
and
•
policies in relation to non-audit work.
Audit and non-audit fees
Total audit and non-audit fees payable to Deloitte LLP in
the year ended 31 December 2021 are disclosed in Note 5b
to the Financial Statements. The Committee reviews and
approves all audit and non-audit fees payable to Deloitte
LLP in line with the policy updated in 2020.
External audit tendering
Following the IPO, and after Helios Towers became a
constituent of the FTSE 250 in December 2019, Helios
Towers became a Public Interest Entity (‘PIE’) as defined
under the Companies Act 2006. As a PIE, and in
accordance with the Code, Audit Directive and auditing
standards, Helios Towers is required to comply with all
requirements regarding auditor tendering every 10 years
and rotation after 20 years.
Following approval received from the FRC to delay this
process from 2020 to 2021 we embarked on the tender
process in Q2 2021.
We have utilised a five step process set out below to
enable the tendering firms to understand our business
and our corporate values as shown below.
The Committee engaged in each stage of the process,
holding interviews with the lead audit partners,
reviewing the written submissions and attending the
oral presentations.
Following the conclusion of the tender process, the
Committee recommended to the Board that Deloitte LLP
be recommended to the shareholders for appointment
for the 2022 statutory audit. Accordingly, a resolution
proposing the appointment of Deloitte LLP as our auditor
will be put to the shareholders at the 2022 AGM.
The Committee will continue to review the external auditor
performance, independence and objectivity and will need
to retender the audit no later than 2029.
Looking ahead
In planning our agenda for 2022, 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 Internal Audit – as well as the evolving external risk
landscape and regulatory environment.
Specific areas of focus in 2022 are:
•
new market Company site visits (Covid-19 permitting)
to assess the quality of Finance functions, succession
planning and development;
•
development of our Audit Assurance Policy in line with
the final BEIS guidance;
•
monitoring and development of our internal controls
in line with the growth of the Group; and
•
monitoring of our climate-related financial disclosures
and associated risk and governance processes.
Over the next 12 months, and in addition to its usual duties,
the Committee will assess the policy package of audit
reforms that are expected to be presented by the UK
Government and the new audit regulator. A strong, high-
quality regulator will be good for audit quality and it
remains our key priority to ensure that we maintain the
integrity of our Financial Statements through a rigorous
audit process.
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
16 March 2022
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Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
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 2021 financial year.
2021 was a transformational year for the Company where
there was continued organic growth and operational
performance in the established markets, complemented
by inorganic growth through the new market acquisitions.
The Group expanded from five to seven markets after
commencing operations in Senegal and Madagascar,
and is working towards completing further acquisitions
in Oman, Malawi and Gabon. This expansion lays the
foundation for further growth in 2022 and beyond.
The Committee met seven times during the year to discuss
and resolve on agenda items including the 2020 Directors’
Remuneration Report, Directors’ remuneration, executive
share awards, remuneration in respect of the pending CEO
transition and the implementation of the all-employee
share-based award scheme approved by shareholders
atthe AGM held in April 2021.
We thank our shareholders for their support at our 2021
AGM. The 2020 Directors’ Remuneration Report was
approved with 99.5% ‘votes for’.
Pay in respect of the 2021 financial year
As disclosed in the 2020 Directors’ Remuneration Report,
the new salaries for the Executive Directors were effective
from 1 January 2021. There were no further changes to their
salaries during the year.
The annual bonus for the Executive Directors was based
on Adjusted EBITDA, portfolio free cash flow, network
performance and international standards targets. The
performance targets for the bonus were set and approved
by the Committee in January 2021 with consideration of the
appropriateness of the performance conditions, the 2021
business plan and market expectations.
Kash Pandya (CEO), Tom Greenwood (CEO-Designate)
and Manjit Dhillon (CFO) will receive annual bonuses equal
to 107.8%, 84.6% and 84.6% of salary respectively; this
represents 62%, 56% and 56% of their maximum bonus
opportunities respectively, compared to a 67% average
for the wider workforce.
The Committee considered the formulaic outcomes and
determined it was appropriate to award a discretionary
uplift to the bonuses for the Executive Directors and the
wider workforce. The adjustment accounts for Group-wide
efforts made during the year to expand both organically
and inorganically, including signing acquisitions,
commencing operations in two new markets, and readying
the business to close further acquisitions during 2022,
thereby positioning the Company to deliver significant
future growth. A 3ppt uplift based on overall performance
vs. target bonus measures was awarded to the Executive
Directors. In monetary terms, the uplift increased the
bonuses of Kash, Tom and Manjit by 2.9%, 2.7% and 2.7%
respectively. The Committee also considered the efforts
of the wider workforce and approved discretionary bonus
uplifts that resulted in an average bonus increase of 5.4%
for employees, being above the increases received by the
Executive Directors. 50% of the Executive Director bonuses
in excess of target will be deferred in shares for three years.
No Long-Term Incentive Plan (‘LTIP’) awards vested during
the year. The first LTIP award granted following the IPO
is due to vest in March 2023.
The Directors’ Remuneration Policy (the ‘Policy’) operated
as intended. As in prior years, no dividends will be paid for
the year ended 31 December 2021 given the scale of the
current opportunity to invest and grow the business.
LTIP awards in respect of the 2021 financial year were
granted in March 2021. Kash, Tom and Manjit were granted
LTIP awards of 200%, 150% and 150% of salary respectively
Directors’ Remuneration Report
Richard Byrne
Chair
Remuneration Committee membership
and attendance
Membership
Attendance
(of 7)
Richard Byrne (Chair)
Sir Samuel Jonah KBE, OSG
Sally Ashford
Alison Baker
(1) Sir Samuel Jonah KBE, OSG and Alison Baker
did not attend one Committee meeting each
due to pre-existing commitments.
Annual Report and Financial Statements 2021Helios Towers plc
106
and the performance targets are shown on page 115. No
further share incentive scheme awards were granted to the
Executive Directors during the year.
Executive Director changes, Board changes and
remuneration in 2022
In August 2021, the Company announced that Kash Pandya
had informed the Board of his decision to retire as CEO.
At the Board’s request, Kash will move into a new role as
Non-Executive Deputy Chair. Tom Greenwood was
appointed to the new role of CEO-Designate and will
formally become the CEO. The Board considered the
appropriate timing for the transition and decided this will
happen immediately following the next AGM in April 2022.
In line with the Company’s historical practice, until the end
of his notice period in August 2022, Kash will continue to
receive his current salary and will be entitled to a prorated
annual bonus. Kash will not be granted an LTIP award
during 2022 and his unvested LTIP awards will be prorated
to reflect the proportion of the vesting period elapsed up
to the end of his notice period. The vesting schedule of
unvested LTIP awards will remain unchanged.
Immediately following the end of his notice period, Kash
will receive a Director fee of £130,000 per year for his
Deputy Chair role. The Committee, in consultation with its
advisors and with consideration given to the fees earned by
the Company’s Non-Executive Directors, deemed the level
of remuneration in this new role to be appropriate.
There were no changes to Tom’s salary or remuneration
arrangements following the August announcement. Upon
his appointment as CEO, the Committee has decided his
salary will be £600,000, approximately 5% below the
salary of the previous CEO. In line with practice for other
employees who receive a promotion and/or salary increase
during the year, Tom’s annual bonus opportunity will be
prorated to reflect his transition from CEO-Designate to
CEO in terms of salary, maximum opportunity and time
spent in each role. In accordance with the Policy, Tom’s
2022 LTIP award will be granted with a maximum LTIP
opportunity equal to 200% of his CEO salary.
The Committee deemed Tom’s remuneration changes to
be reasonable considering he has been CEO-Designate
since August 2021, the timing of his pending appointment
as CEO, wider workforce practices and to ensure Tom is
appropriately incentivised in his new role.
The Board has decided to increase Manjit Dhillon’s salary by
7% to £375,000 effective from 1 April 2022. The Committee
deemed the increase appropriate on account of Manjit’s
strong performance since his appointment as CFO in
January 2021, his current salary being below that of the
previous CFO and that there has been no increase to the
CFO’s salary in the 2.5 years since the IPO. The increase is
equivalent to 2.8% per annum since the IPO, in line with the
salary increases received by the UK workforce during the
same period. Manjit’s other remuneration arrangements
will remain unchanged in 2022.
After the transition, the Company will revert to two
Executive Directors, the CEO and the CFO, on the
Board. No further Executive Director appointments
are currently anticipated.
The Committee decided to introduce an additional bonus
condition to the existing ones based on the implementation
of certain strategic initiatives during 2022. There are no
changes to the LTIP performance conditions. Targets for
the LTIP measures are set out on page 119. After the initial
three-year vesting period, the 2022 LTIP awards are 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.
Introduction of the all-employee HT SharingPlan
Thank you to our shareholders for voting to approve the
all-employee share plans at our 2021 AGM. In September
2021, the Board granted the inaugural awards under the
HT SharingPlan, allowing all employees of Helios Towers
group companies to share in the success of the Group.
The Board is committed to creating an inclusive culture
that promotes our ‘One Team, One Business’ ethos in all
our countries. Therefore, each employee was granted
a 2021 award of equal value and on the same terms
regardless of role or location. The award has a three-year
vesting period.
Due to the efforts made during the pandemic, the Board
decided to grant all employees an additional one-off
Covid-19 Thank You Award with a six-month vesting period.
We were pleased with the acceptance rate which exceeded
99%. The vesting of the awards is subject to continued
employment with the Company. Under the current
remuneration policy, Executive Directors are not
permitted to participate in the HT SharingPlan.
We believe that our remuneration approach continues
to align the interests of the Executive Directors 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 on this
report. The Committee will be reviewing the Directors’
Remuneration Policy during 2022 ahead of the publication
of the 2022 Annual Report and the 2023 AGM. Our review
will cover all elements of the policy including a review
of the existing performance metrics as we consider how
best to incentivise the Executive Directors to deliver the
Company’s ESG priorities. I look forward to engaging with
our shareholders as part of our review of the remuneration
policy ahead of the publication of next year’s Annual
Report and the 2023 AGM.
Richard Byrne
Chair, Remuneration Committee
2021 was a
transformational
year for the Company.
107
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Directors’ Remuneration Report continued
2021 highlights
Market expansion Number of sites Number of tenancies
Closed acquisitions and
commenced operations in
Senegal and Madagascar
Agreements to acquire c.3,600
sites in Oman and Malawi
9,560
+30%
YoY increase
18,776
+20%
YoY increase
Revenue Adjusted EBITDA Operating profit
US$449m
+8%
YoY increase
US$241m
+6%
YoY increase
US$59m
+5%
YoY increase
Key objectives of approach to remuneration
Market
competitive
to attract and
retain talent
Performance-
linked
incentives
Encourage
out-
performance
Align with
shareholder
interests
Align with UK
corporate
governance
practices
Support
sustainable
growth
Executive Directors’ remuneration in respect of 2021
The following table sets out the base salary, benefits, pension and annual bonus received by the Executive Directors
during 2021. No LTIP awards vested during the year.
Base salary
£’000
Benefits
£’000
Pension
£’000
Annual
bonus
£’000
LT I P
£’000
Total
£’000
CEO: Kash Pandya 634 45 57 683 – 1,420
CEO-Designate: Tom Greenwood 440 32 40 372 – 884
CFO: Manjit Dhillon 350 7 32 296 – 685
In March 2021, the CEO, CEO-Designate and CFO were granted LTIP awards in respect of 2021, equal to 200%, 150% and
150% of salary respectively. The performance measures of relative total shareholder return (‘TSR’), Adjusted EBITDA and
ROIC are equally weighted and assessed over the three-year period from 1 January 2021 to 31 December 2023.
The awards, targets and vesting ranges are disclosed on page 115.
Executive Directors’ shareholding as of 31 December 2021
Shareholding requirement
% of base salary
Shareholding as of 31 December 2021
% of base salary
CEO: Kash Pandya 200% 2,199%
CEO-Designate: Tom Greenwood 150% 1,941%
CFO: Manjit Dhillon
(1)
150% 92%
(1) Manjit Dhillon became 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 92% of salary as of 31 December 2021 however; he has the right to sell these shares in the future because they were
attained prior to his appointment as CFO.
At a glance
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Helios Towers plc Annual Report and Financial Statements 2021
Proposed application of the Remuneration Policy in 2022
Overview of quantum
Base salary
before the
2022 AGM
£’000
following the
2022 AGM
£’000
from
18 August 2022
£’000
Pension
% of base salary
Annual bonus
maximum
% of base salary
LTIP maximum
% of base salary
Kash Pandya 634 634 –
(1)
9% 175% prorated
(2)
–
Tom Greenwood 440 600
(3)
600 9% 150% / 175%
(4)
200%
(5)
Manjit Dhillon 350 375
(6)
375 9% 150% 150%
(1) Kash Pandya will step down from his CEO role following the 2022 AGM. He will be paid his normal CEO salary until his notice period ends on
17 August 2022.
(2) Kash Pandya’s annual bonus will be prorated for the period between 1 January 2022 and 17 August 2022.
(3) Tom Greenwood will become the CEO following the 2022 AGM.
(4) Tom Greenwood’s annual bonus will be prorated to reflect his transition from CEO-Designate to CEO in terms of salary, maximum opportunity
and time spent in each role. This practice is in line with the approach for other Helios Towers employees.
(5) Tom Greenwood’s LTIP will be calculated based on his post-AGM salary.
(6) Manjit Dhillon’s salary will increase from £350,000 to £375,000 effective from 1 April 2022, prior to the 2022 AGM.
2022 annual bonus operation
Performance measures:
Adjusted EBITDA
(financial)
Portfolio free cash flow
(financial)
Network performance
(non-financial)
Strategic projects
(non-financial)
International standards
(non-financial)
50% 30% 7.5% 7.5% 5%
The targets, and performance against them, will be fully disclosed in next year’s Remuneration Report.
50% of any bonus amounts that are in excess of target performance levels will be awarded as restricted share awards
(‘RSAs’) with a three-year vesting period.
2022 Long-Term Incentive Plan operation
Performance measures are assessed over a three-year period with the following threshold (25%) vesting to maximum
(100%) vesting ranges:
Relative TSR vs. FTSE 250 (excluding financial
services and investment trusts) Adjusted EBITDA per share ROIC
33.3%
Targets: median – upper quartile
performance
33.3%
Targets: 8%–14% 3-year CAGR
(FY21–FY24)
33.3%
Targets: 8%-14%
FY24
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.
LTIP awards can be clawed back within two years of vesting, and malus applied at any time prior to vesting.
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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 2021 and how
we propose to apply the Policy for 2022.
The Directors Remuneration Policy, approved by shareholders at the 2020 AGM held on 9 April 2020 and detailed on
pages 80 –86 of the 2019 Annual Report (www.heliostowers.com/media/1786/ht-ar-2019.pdf), was developed based on
the following principles:
•
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 any executive; and
•
the design of remuneration should follow principles and governance similar to other FTSE-listed companies.
The Company is committed to achieving high standards of corporate governance, therefore the principles of the revised
UK Corporate Governance Code 2018 were taken into consideration when developing the Policy. In particular, 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 The Company’s inaugural remuneration policy was approved by shareholders at the 2020
AGM. As a relatively new company to the public markets our intention is to implement
remuneration structures with rationales and operations that are established and widely
adopted, and therefore easily understood by our shareholders, the workforce and the
wider public.
An important objective of the Committee when developing the Policy was to ensure it is simple
by aligning with market practice for UK-listed companies and particularly constituents of the
FTSE 250. Working with our advisors and using best practice by UK-listed companies, we made
efforts to ensure the Policy as presented in the 2019 Annual Report 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 include:
•
malus and clawback provisions;
•
a minimum shareholding requirement, including a two-year post-employment period;
•
a two-year holding period for vested LTIPs; and
•
50% of bonus amounts in excess of target are deferred in shares for three years.
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 ‘Alignment of remuneration with Company strategy’ on pages 111–112.
The Committee may apply discretion to override formulaic outcomes if they are considered
to be inconsistent with the underlying performance of the Group.
Predictability 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.
Proportionality A large element of Executive Director remuneration is share-based, thereby ensuring the
Executive Directors are aligned with shareholders. The minimum shareholding requirement,
vested LTIP holding period and bonus deferral in shares maintain this alignment over the
longer-term.
Alignment to culture The Company undertakes a biennial employee engagement survey to help understand
any needs and developments required within the organisation 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,
as well as 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 to our thinking. We are committed to open dialogue
with our shareholders and hope that the level of disclosure we provide will ensure that the Committee’s decisions on
remuneration are fully explained.
This full Directors’ Remuneration Report will be subject to an advisory vote at the AGM to be held in April 2022.
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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 the policy on executive remuneration;
•
making recommendations to the Board on the Company’s policy on executive remuneration, 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 of the Company’s Executive Directors and
certain senior executives, including the Company Secretary;
•
setting the remuneration for the Company Chair;
•
reviewing wider workforce remuneration policies and practices and taking these into account when determining the
approach for executives;
•
reviewing and approving the design of performance-related pay schemes; and
•
ensuring compliance with the UK Corporate Governance 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 at www.heliostowers.com/about-us/governance/. Committee attendance during 2021 is set out on page 106.
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 12 September 2019
Alison Baker 12 September 2019
Sally Ashford 15 June 2020
Alignment of remuneration with Company strategy
Our approach to remuneration is designed to balance short-term goals and long-term ambitions to deliver the Company’s
strategy and create value for shareholders. To help the Board and senior executives assess delivery against this strategy,
we track progress against a number of KPIs and APMs – see pages 68–70.
Several of our KPIs and APMs are included as performance measures used to assess bonus and LTIP awards. This helps us
align the focus of Executive Directors with the interests of our shareholders and provides clarity to all stakeholders on the
relationship between the successful implementation of the Company’s strategy and the remuneration paid.
All employees with at least three months of service are eligible to receive an annual bonus prorated 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, anti-bribery).
Achieving our near-term objectives is critical to setting the foundation to achieve our longer-term growth strategy,
providing the funds for us to invest further in our existing markets and pursue opportunities in new markets.
LTIP awards are granted to Executive Directors and other selected senior executives and key personnel to ensure they are
retained and incentivised to deliver the longer-term business plan and sustainable long-term returns for shareholders.
The three performance conditions currently used for LTIP awards have been selected to incentivise value creation and
profitable growth:
•
Relative TSR: a market-based measure to assess the relative value created for our shareholders;
•
Adjusted EBITDA per share: measures underlying operating performance on a per share basis; and
•
ROIC: evaluates asset efficiency and the effectiveness of the Group’s capital allocation.
The financial measures adopted for the bonus and LTIP inherently reflect the Company’s performance with regards to our
Sustainable Business Strategy. Building telecommunications infrastructure and promoting infrastructure sharing is central
to the business model, providing growth and operating leverage that drives Adjusted EBITDA, portfolio free cash flow and
return on invested capital. It is also central to creating sustainable value by increasing network access and population
coverage while minimising the cost, waste, environmental impact and carbon footprint of communications networks.
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Award Performance measure
Business excellence
and efficiency
Network access
and sustainable
development
Empowered people and
partnerships
Annual bonus Adjusted EBITDA
(1)
Portfolio free cash flow
(1)
Network performance
Strategic projects
International standards
LTIP Relative total shareholder return (‘TSR’)
Adjusted EBITDA
(1)
per share
Return on invested capital
(1)
(‘ROIC’)
(1) Defined in the Alternative Performance Measures section on pages 68–70.
To maintain the alignment of remuneration with strategy and shareholder interests over time, the Committee will assess
and adjust performance conditions as and when appropriate.
Main activities
The Committee met seven times during the year. The agenda items discussed at these meetings included:
•
2020 annual bonus outcomes;
•
2020 Directors’ Remuneration Report;
•
2021 annual bonus and 2021 LTIP performance metrics and targets;
•
Executive Director succession planning;
•
remuneration for the Non-Executive Deputy Chair role;
•
the all-employee HT SharingPlan; and
•
advisory fees.
Statement on shareholder voting
The following table details the results of the shareholder votes for the Directors’ Remuneration Policy at the 2020 AGM, as
well as the shareholder votes at the 2021 AGM, held on 15 April 2021, on the approvals for Directors’ Remuneration Report
for the year ended 31 December 2020 and the all-employee share plans.
Resolution Votes for Votes against
% of issued share
capital voted Votes withheld
To approve the Directors’ Remuneration Policy
(2020 AGM held on 9 April 2020)
692,418,280
99.4%
4,477, 870
0.6%
69.6% 1,694,555
To approve the annual statement by the Chair of the
Remuneration Committee and the Directors’ Remuneration
Report for the year ended 31 December 2020
565,256,250
94.5%
33,051,453
5.5%
59.83% –
To approve the HT UK Share Purchase Plan 598,307,058
100.0%
646
0.0%
59.83% –
To approve the HT Global Share Purchase Plan 598,307,058
100.0%
646
0.0%
59.83% –
Directors’ Remuneration Report continued
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Remuneration in respect of 2021
As required by the regulations, statutory figures for Helios Towers plc are reported for the financial year ended
31 December 2021.
As previously disclosed in the Directors’ Remuneration Report in the 2020 Annual Report, the Committee approved salary
increases for Kash Pandya and Tom Greenwood. Tom Greenwood’s salary increase reflected his new role as Group COO.
The Committee deemed the increases to be fair and appropriate with consideration to individual and Company
performance, role changes and market levels. Details of each decision are set out on page 93 of the 2020 Annual Report.
There was no subsequent change to Tom Greenwood’s remuneration arrangements when he was appointed CEO-
Designate in August 2021.
Manjit Dhillon was promoted to the CFO role from 1 January 2021. Manjit’s salary on appointment was set at £350,000,
slightly below the level of the previous CFO. Manjit’s remuneration package is in line with the Policy.
Statutory single figure table for the Executive Directors (audited)
The following tables show the information mandated by the Remuneration Reporting Requirements for 2021 and 2020.
Executive Director
Base
salary
£’000
Taxable
benefits
(1)
£’000
Other
benefits
(1)
£’000
Pension
(2)
£’000
Fixed
remuneration
£’000
Annual
bonus
£’000
LTIP
£’000
Variable
remuneration
£’000
Total
remuneration
£’000
Kash Pandya
2021 634 32 13 57 736 683 – 683 1,420
2020 579 33 12 52 676 646 – 646 1,323
Tom Greenwood
2021 440 23 9 40 512 372 – 372 884
2020 355 20 8 32 414 311 – 311 725
Manjit Dhillon
2021 350 – 7 32 389 296 – 296 685
2020 n/a n/a n/a n/a n/a n/a n/a n/a n/a
(1) In 2021, worldwide medical insurance (excluding the US) was the only taxable benefit received by Kash Pandya and Tom Greenwood.
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 100% of taxable benefits and 65% of total benefits received by the Executive Directors.
(2) In 2021, the Executive Directors received a pension contribution equal to 9% of base salary, in line with the wider workforce.
Annual bonus
The Policy was applied to setting the threshold, target and maximum awards for the Executive Directors for the 2021
annual bonus scheme. The maximum bonus opportunity awards for the CEO, CEO-Designate and CFO were 175%, 150%
and 150% of salary respectively.
Role Name
Threshold
performance
% of salary
Target
performance
% of salary
Maximum
performance
% of salary
CEO Kash Pandya
0%
(£0k)
100%
(£634k)
175%
(£1,110k)
CEO-Designate Tom Greenwood
0%
(£0k)
75%
(£330k)
150%
(£660k)
CFO Manjit Dhillon
0%
(£0k)
75%
(£263k)
150%
(£525k)
The performance conditions for the 2021 annual bonus scheme were set in January 2021 and based on achievement
against Adjusted EBITDA, portfolio free cash flow, network performance and international standards targets.
The Committee considered the 2021 annual bonus scheme in the round including performance conditions, relative
weightings, targets, value of award, performance against targets and resulting levels of award.
The Committee considered the formulaic outcomes and determined it was appropriate to award a discretionary uplift to
the bonuses for the Executive Directors and the wider workforce. The adjustment accounts for Group-wide efforts made
during the year to expand both organically and inorganically, including signing acquisitions, commencing operations in
two new markets, and readying the business to close further acquisitions during 2022, thereby positioning the Company
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to deliver significant future growth. A 3ppt uplift based on overall performance vs. target bonus measures was awarded to
the Executive Directors. As a percentage of salary, this equated to 3.0%, 2.2% and 2.2% for the CEO, CEO-Designate and
CFO respectively. In monetary terms, the uplift increased the bonuses of the CEO, CEO-Designate and CFO by 2.9%, 2.7%
and 2.7% respectively. The Committee also considered the efforts of the wider workforce and approved discretionary
bonus uplifts that resulted in an average bonus increase of 5.4% for employees, which is above the percentage increases
received by the Executive Directors.
Kash Pandya (CEO), Tom Greenwood (CEO-Designate) and Manjit Dhillon (CFO) will receive annual bonuses equal to
107.8%, 84.6% and 84.6% of salary respectively; this represents 62%, 56% and 56% of their maximum bonus opportunities
respectively, compared to a 67% average for the wider workforce.
50% of the Executive Director bonuses in excess of target is deferred in shares for three years.
The bonus targets, achievement against them and discretionary uplifts to bonuses are detailed in the following table.
Measure Weighting Threshold Target Maximum Actual
CEO
bonus
% of base
salary
CEO-
Designate
bonus
% of base
salary
CFO
bonus
% of base
salary
Adjusted
EBITDA
(1)
50% $199m $248m $298m $241m 42.1% 31.6% 31.6%
Portfolio free
cash flow
(1)
30% $137m $171m $205m $168m 2 7.7 % 20.8% 20.8%
Network
performance
(2)
15% 3 months n/a 12 months 12 months 26.3% 22.5% 22.5%
International
standards
(3)
5% 0 retained n/a 4 retained 4 retained 8.7% 7. 5% 7. 5%
Formulaic bonus outcome (% of base salary) 104.8% 82.4% 82.4%
Discretionary bonus uplift +3.0% +2.2% +2.2%
Total bonus outcome (% base salary) 107. 8 % 84.6% 84.6%
Total bonus outcome (% of maximum opportunity) 61.6% 56.4% 56.4%
(1) Defined in the Alternative Performance Measures section on pages 68–70.
(2) Based on compliance with service level agreements (‘SLAs’) with anchor tenants for all operating subsidiaries. The 2021 annual bonus
performance criteria for network performance based on cumulative SLA compliance across all operating subsidiaries measured at the end
of each month were as follows:
• 3 months or less of meeting or exceeding average customer SLA: no award (Threshold);
• 4–11 months of meeting or exceeding average customer SLA: Linear increase between Threshold and Maximum award; and
• 12 months of meeting or exceeding average customer SLA: Maximum. 26.25% of salary for the CEO and 22.5% of salary for the CEO-
Designate and CFO respectively.
(3) The performance criteria for international standards was based on the retention of Group-wide certificates (ISO 9001, ISO 14001, ISO 37001
and ISO 45001):
• No certificates retained: no award;
• One certificate retained: 25% of target. 1.25% of salary for the CEO and 0.94% of salary for both the CEO-Designate and CFO;
• Two certificates retained: 50% of target. 2.5% of salary for the CEO and 1.88% of salary for both the CEO-Designate and CFO;
• Three certificates retained: 75% of target. 3.75% of salary for the CEO and 2.81% of salary for both the CEO-Designate and CFO;
• Four certificates retained: Maximum. 8.75% of salary for the CEO and 7.5% of salary for both the CEO-Designate and CFO.
The Committee is aware of the view of some shareholders 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 2021 given recent
and pending 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 February 2022, the Committee approved the payment of the 2021 annual bonuses. In accordance with the Policy to
defer 50% of any bonus received above target, 96.4% of the CEO’s bonus, 94.3% of the CEO-Designate’s bonus and
94.3% of the CFO’s bonus will be paid in cash and the remaining amounts deferred in shares for three years.
Long-Term Incentive Plan awards vesting
No LTIP award concluded its performance period during the financial year ended 31 December 2021. As a result, no LTIP
awards vested during the year.
Directors’ Remuneration Report continued
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Scheme interests awarded in the year (audited)
In March 2021, the 2021 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.
The maximum LTIP awards for the 2021 financial year are 200% of salary for the CEO, 150% of salary for the CEO-
Designate and 150% of salary for the CFO. The quantum awarded to management and employees below Board level are
based on an appropriate cascade. The values of the awards granted to the Executive Directors are detailed in the
following table.
Role Name
Base salary
(£’000)
Face value of
2020 LTIP award
(% of base salary)
Face value of
2020 LTIP award
(£’000)
Number of
nil-cost options
granted
(1)
CEO Kash Pandya 634 200% 1,268 809,319
CEO-Designate Tom Greenwood 440 150% 660 421,254
CFO Manjit Dhillon 350 150% 525 335,089
(1) Calculated using a reference share price of 1.56675, equal to the arithmetical average of the closing prices on the London Stock Exchange
during fourth quarter of 2020.
The 2021 LTIP awards are expected to vest in March 2024, subject to performance conditions measured over a three-year
period from 1 January 2021 to 31 December 2023. Each performance condition for the LTIP is assessed independently.
Metric Purpose Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Relative total
shareholder
return (‘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% Threshold
vesting when
performance is
at least the
median TSR of
the peer group.
Straight-line
vesting
between
threshold and
maximum.
Maximum
vesting
performance is
ranked in the
upper quartile
of the peer
group.
Adjusted
EBITDA
(1)
per share
3-year CAGR
FY20–FY23
Measure of
profitability
Adjusted EBITDA on a per
share basis.
33.3% 10.0% Straight-line
vesting
between
threshold and
maximum.
15.5%
Return on
invested capital
(‘ROIC’)
(1)
% in FY23
Measure of
efficiency
ROIC is calculated as
annualised portfolio free
cash flow divided by
invested capital.
33.3% 11.0% Straight-line
vesting
between
threshold and
maximum.
13.4%
(1) Defined in the Alternative Performance Measures section on pages 68–70.
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.
Changes to scheme interests during the year
In relation to outstanding scheme interests that were previously granted, there were no changes to the number of shares
and/or share options granted or offered, nor 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 2021.
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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 2021.
Name Position/role
Board Committee
Chair position
Fixed fees
£’000
Variable fees
£’000
Total fees
(1)
£’000
Sir Samuel Jonah
KBE, OSG
Chair of the Board Nomination
Committee Chair
240.0 – 240.0
Magnus Mandersson Senior Independent
Non-Executive Director
85.5 – 85.5
Sally Ashford
(2)
Independent
Non-Executive Director
85.5 – 85.5
Alison Baker Independent
Non-Executive Director
Audit Committee Chair 85.5 – 85.5
Richard Byrne Independent
Non-Executive Director
Remuneration
Committee Chair
85.5 – 85.5
Carole Wamuyu
Wainaina
Independent
Non-Executive Director
68.5 – 68.5
Temitope Lawani Non-Executive Director – – –
David Wassong Non-Executive Director – – –
(1) No taxable benefits were paid to the Non-Executive Directors during the year; therefore, the figures above are total payments.
(2) Sally Ashford’s figure includes a fee of £17,000 per year for her role as the designated Non-Executive Director for workforce engagement.
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 2021. There has been no change in the Directors’ shareholdings and share interests between 31 December
2021 and the publication of this report.
Shares owned
outright
Vested legacy
incentive plan
options
(exercisable)
(1)
Unvested legacy
incentive plan
options (non-
exercisable)
(2)
Options subject
to performance
(unvested)
(3)
Deferred
bonus shares
(unvested)
(4)
Total interest
(number of
shares and
options)
Executive Directors
Kash Pandya 8,083,160 – – 1,770,793 22,064 9,876,017
Tom Greenwood 4,951,494 – – 863,798 14,519 5,829,811
Manjit Dhillon 160,825 42,204 7, 4 4 9 423,929 – 634,407
Non–Executive Directors
Sir Samuel Jonah KBE, OSG – – – – – –
Magnus Mandersson – – – – – –
Sally Ashford – – – – – –
Alison Baker 5,856 – – – – 5,856
Richard Byrne
(5)
782,286 – – – – 782,286
Carole Wamuyu Wainaina – – – – – –
Temitope Lawani – – – – – –
David Wassong – – – – – –
(1) Legacy incentive plan nil-cost options that have vested and are exercisable.
(2) Legacy incentive plan nil-cost options that remain unvested and non-exercisable.
(3) The 2020 and 2021 LTIP awards granted in November 2019 and March 2021 respectively.
(4) 50% of any bonuses awarded for above-target performance are deferred for three years in shares.
(5) On 23 March 2021, Richard Byrne exercised 62,067 legacy incentive plan options and retained the underlying shares.
To ensure close alignment with shareholder interests, the shareholding guidelines for the current CEO, CEO-Designate
and CFO are 200%, 150% and 150% of salary respectively. The CEO and CEO-Designate met this requirement as of
31 December 2021, holding 2,199% and 1,941% of salary
(1)
respectively. The CFO assumed his role on 1 January 2021 and,
under the Policy, has five years to attain the shareholding requirement. As of 31 December 2021, the CFO held shares with
Directors’ Remuneration Report continued
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Helios Towers plc Annual Report and Financial Statements 2021
a value equivalent to 92% of salary
(1)
; however, he has the right to sell these shares in the future because they were
attained prior to his appointment as CFO.
(1) Calculated as the sum of shares held outright, vested legacy incentive plan options, unvested legacy incentive plan options and deferred
bonus shares multiplied by the closing price on the London Stock Exchange (£1.72) divided by base salary. The number of shares and options
used in the calculation are net of any applicable employment taxes and social security contributions.
Payments to past Directors (audited)
There were no payments to past Directors during the financial year ended 31 December 2021.
Payments for loss of office (audited)
No payments were made for loss of office during the financial year ended 31 December 2021.
Application of the Remuneration Policy in 2022
On 18 August 2021, the Company announced that Kash Pandya had informed the Board of his decision to retire as CEO.
Tom Greenwood, CEO-Designate, will formally take up the CEO role from Kash Pandya following the AGM in April 2022.
Kash Pandya will remain on the Board in a new role as Non-Executive Deputy Chair. The Board considered the AGM
to be the appropriate time for the transition. Following the transition the number of Executive Directors will revert to two,
being the CEO and CFO.
Kash Pandya’s remuneration arrangements will remain unchanged until the end of his notice period on 17 August 2022.
Up to this date, he will continue to receive an annual salary of £634,000 and his annual bonus will be prorated accordingly.
Kash will not receive an LTIP award in 2022. His unvested LTIP awards will continue to vest as scheduled, and the number
of nil-cost options underlying the awards will be prorated to reflect the proportion of the vesting period elapsed up to the
end of his notice period. Kash will retain his deferred bonus shares with no change to the vesting schedule. Immediately
following the end of his notice period, Kash will receive an annual fee of £130,000 for his role as Non-Executive
Deputy Chair.
Upon his formal appointment as CEO following the 2022 AGM, Tom Greenwood’s salary will increase to £600,000, slightly
below the level of the previous CEO. In line with the approach for other Company employees who receive a promotion
and/or salary increase during the financial year, Tom’s annual bonus opportunity will be prorated to reflect his transition
from CEO-Designate to CEO in terms of salary, maximum opportunity and time served in each role. In accordance with
the Policy, Tom’s 2022 LTIP award will be granted with a maximum LTIP opportunity equal to 200% of his CEO salary.
The Committee deemed this to be reasonable considering Tom has been CEO-Designate since August 2021, the timing
of his pending appointment as CEO, wider workforce practices and to ensure Tom is appropriately incentivised in his
new role.
The Board has decided to increase Manjit Dhillon’s salary by 7% to £375,000 effective from 1 April 2022. The Committee
deemed the increase appropriate on account of Manjit’s strong performance since his appointment as CFO role in January
2021, his current salary being below that of the previous CFO, plus there has been no increase to the CFO’s salary in the
2.5 years since the IPO. The increase is equivalent to 2.8% per annum since the IPO, aligned with the salary increases
received by the UK workforce during the same period. Manjit’s other remuneration arrangements will remain unchanged.
Base salary
The annual base salaries for the Executive Directors are shown in the following table, including the changes during the
leadership transition. The Committee will continue to review salaries annually going forward.
Current Role Name
Pre-AGM
2022
£’000
Post-AGM
2022
£’000
From 18 August
2021
£’000
CEO Kash Pandya
(1)
634 634 –
CEO-Designate Tom Greenwood
(2)
440 600 (CEO) 600 (CEO)
CFO Manjit Dhillon
(3)
350 375 375
(1) Kash Pandya will retire from his CEO role following the 2022 AGM. He will be paid his normal CEO salary until his notice period ends on
17 August 2022.
(2) Tom Greenwood will become the CEO following the 2022 AGM. His CEO salary will be effective from that date.
(3) Manjit Dhillon’s salary will increase from £350,000 to £375,000 effective from 1 April 2022, prior to the 2022 AGM.
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.
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Annual bonus
For the 2022 financial year, the maximum bonus opportunities for the CEO, CEO-Designate and CFO are set out in the
following table. Kash Pandya’s annual bonus will be prorated to reflect the proportion of the year to the end of his notice
period. Tom Greenwood’s annual bonus will be prorated to reflect his transition from CEO-Designate to CEO in terms of
base salary, maximum opportunity and time spent in each role. This practice aligns with the approach for other Helios
Towers employees who are promoted and/or receive a salary increase during the year. The levels of bonus awarded are
subject to financial and non-financial performance conditions measured over the 2022 financial year. They are calculated
on a straight-line basis between threshold and target performance, and target and maximum performance.
Role Name
Threshold performance
% of base salary
Target performance
% of base salary
Maximum performance
% of base salary
CEO
(1)
Kash Pandya 0% 100% prorated 175% prorated
CEO-Designate
(2)
Tom Greenwood 0% 75% / 100% prorated 150% / 175% prorated
CFO Manjit Dhillon 0% 75% 150%
(1) Kash Pandya’s bonus will be prorated to reflect to reflect the proportion of the year up to the end of his notice period on 17 August 2022.
(2) Tom Greenwood’s annual bonus will be prorated to reflect his transition from CEO-Designate to CEO in terms of base salary, maximum
opportunity and time spent in each role. This practice is in line with the approach for other Helios Towers employees.
The bonus performance conditions for the 2022 financial year are set out in the following table. The targets were
approved by the Committee in March 2022. The Committee decided to introduce an additional non-financial bonus
condition based on the implementation of certain strategic initiatives during the 2022 financial year. The targets are
deemed to be commercially sensitive; they will 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 EBITDA
(1)
(financial)
50% 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 the Company believes are not indicative of underlying
trading performance.
Portfolio free
cash flow
(1)
(financial)
30% 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
(non-financial)
7.5% 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.
Strategic projects
(non-financial)
7.5% Based on the implementation of certain strategic initiatives during the
financial year.
International standards
(non-financial)
5% Performance will be measured in relation to continued retention of our four
ISO accreditations, as well as gaining accreditations in our new markets:
• ISO 9001 (Quality Management);
• ISO 14001 (Environmental Management);
• ISO 45001 (Occupational Health & Safety); and
• ISO 37001 (Anti-Bribery Management).
(1) Defined in the Alternative Performance Measures section on pages 68–70.
Directors’ Remuneration Report continued
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Long-Term Incentive Plan awards
In March 2022, the Committee approved the performance conditions and targets for the 2022 LTIP awards to be granted
to the Executive Directors and other selected senior executives and key personnel of the Company. The awards are
designed to ensure they are retained and incentivised to deliver longer-term business plans and sustainable long-term
returns for shareholders. The 2022 LTIP 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. Q4 2021).
The maximum LTIP awards for the 2022 financial year are 200% and 150% of salary for the CEO-Designate and the CFO
respectively. Given the pending transition of the CEO role, Kash Pandya will not be granted an LTIP award in 2022 and
Tom Greenwood will be granted an 2022 LTIP award based on his new CEO role and his new salary.
The quantum awarded to management and employees below Board level are based on an appropriate cascade.
The values of the awards to be granted to the Executive Directors are detailed in the following table:
Current Role Name
Base salary
£’000
Face value of
2022 LTIP award
% of base salary
Face value of
2022 LTIP award
£’000
CEO
(1)
Kash Pandya 634 – –
CEO-Designate
(2)
Tom Greenwood 600 200% 1,200
CFO
(3)
Manjit Dhillon 375 150% 563
(1) Kash Pandya will not be granted an LTIP award in 2022.
(2) Tom Greenwood’s 2022 LTIP award reflects his pending new role and salary as CEO.
(3) Manjit Dhillon’s award reflects his new salary.
The 2022 LTIP awards will vest in March 2025, subject to performance conditions to be measured over a three-year
performance period between 1 January 2022 and 31 December 2024. Each performance condition is assessed
independently.
The 2022 LTIP performance conditions and selected targets are set out in the following table.
Metric Purpose Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Relative total
shareholder
return (‘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% Threshold
vesting when
performance is
at least the
median TSR of
the peer group.
Straight-line
vesting
between
threshold and
maximum.
Maximum
vesting
performance is
ranked in the
upper quartile
of the peer
group.
Adjusted
EBITDA
(1)
per share
3-year CAGR
FY20 – FY23
Measure of
profitability
Adjusted EBITDA on a per
share basis.
33.3% 8% Straight-line
vesting
between
threshold and
maximum.
14%
Return on
invested
capital
(‘ROIC’)
(1)
% in FY23
Measure of
efficiency
ROIC is calculated as
annualised portfolio free
cash flow divided by
invested capital.
33.3% 8% Straight-line
vesting
between
threshold and
maximum.
14%
(1) Defined in the Alternative Performance Measures section on pages 68–70.
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 2023.
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Directors’ Remuneration Report continued
Non-Executive Directors’ fees
Non-Executive Directors’ fees are unchanged for the year 2022 and are summarised in the following table. Fees will
continue to be reviewed annually.
Position/role Fee £
Chair of the Board 240,000
Deputy Chair of the Board
(1)
130,000
Independent Non-Executive Director fee 60,000
Non-Executive Director fee
(2)
–
Additional fee for Senior Independent Director 17,000
Additional fee for Board Audit Committee Chair/Remuneration Committee Chair 17,000
Additional fee for committee membership 8,500
(1) Kash Pandya will assume this new non-executive role immediately following the AGM to be held in April 2022. Kash will continue to earn his
current salary until the end of his notice period on 17 August 2022. Kash will receive his Non-Executive Director fee as Deputy Chair from
18 August 2022.
(2) Relates to the Non-Executive Directors representing certain legacy institutional shareholders; Temitope Lawani (Lath Holdings Ltd) and
David Wassong (Quantum Strategic Partners Ltd).
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.
Other remuneration items
TSR 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 2021.
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
18 Oct 2019
140.7
121.3
Helios Towers (HTWS)
90
100
110
120
150
FTSE 250 total return
31 Dec 202131 Dec 2020
130
140
31 Dec 2019
125.2
103.8
129.3
108.7
Source: Datastream from Refinitiv (rebased to 100)
Engagement with the workforce
In her role as the designated Non-Executive Director for workforce engagement, Sally Ashford held ‘Voice of the
Employee’ meetings during the year with employees in the UK and our operating companies. This included new London-
based employees who joined during the pandemic, representatives from various departments across the Group and
welcoming colleagues in our new business in Senegal. The purpose of these meetings is to allow employees to share their
views of, and experiences working at, Helios Towers including working conditions and remuneration.
No concerns were raised in relation to executive pay during these sessions, however employees did discuss certain topics
and concerns that are important to them. These were summarised (anonymously) and relayed to Management who
responded and took action where appropriate. The key topics discussed included:
•
working from home during the COVID-19 pandemic and the challenges associated with this in terms of working
environment, work-life balance and face-to-face interaction with colleagues. Management is aware of these challenges
and appreciates working from home is difficult for some employees. Across the Group and where possible, steps were
taken to allow colleagues to return to offices with a staggered and sensible approach. The Company is seeking to
balance risk with a return to normality, with employee health and safety being the primary consideration;
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Helios Towers plc Annual Report and Financial Statements 2021
•
support for improving gender representation at senior levels. Management is keen to improve gender representation
and have discussed this at Board level several times;
•
promotion and support for employee well-being. The Helios Towers Well-being Programme was launched in September
2021, provided by ICAS International, who support over one million employees worldwide. Employees have access to an
online platform and a helpline. The core services are available 24 hours a day, 365 days a year and include counselling
sessions for emotional and psychological support, online health and well-being resources, and guidance on financial,
legal, family and work matters;
•
opportunities for assignments elsewhere within the Group to support career development. Management have discussed
this topic at Company Town Halls and have been providing colleagues with opportunities to work abroad or within other
departments and will continue to provide such opportunities; and
•
Improvement through investment in processes and automation. Management debated this topic and, as part of the new
five-year strategy, will be seeking to automate processes to provide employees with more time to focus on other
important and value-enhancing activities.
Sally will continue her workforce engagement activities during 2022, including considering wider workforce pay
conditions and remuneration practices as the Committee develops the new Directors’ Remuneration Policy ahead of the
publication of the 2022 Annual Report and the 2023 AGM.
The Company will conduct its second Company-wide employee survey, carried out by an independent specialist
organisation, providing employees with the opportunity to express their views on the Company and their employment
within the Company. Following the first employee survey conducted in 2020 and based on feedback and positive interest
from employees, the Company developed and launched the all-employee HT SharingPlan during 2021 to allow employees
to share in the success and performance of the Company.
Launch of the all-employee HT SharingPlan
At the 2021 AGM, shareholders approved the all-employee share plan schemes. In September 2021, the Board granted the
inaugural ‘HT SharingPlan’ awards under the rules of the HT Global Share Purchase Plan, allowing all employees of Helios
Towers Group companies to share in the success of the Group. The plan does not form part of employees’ contractual
or pensionable benefits.
The Board is committed to creating an inclusive culture that promotes our ‘One Team, One Business’ vision in all our
countries. Therefore, each employee was granted awards with the same value and on identical terms regardless of their
role or the country they work in.
To achieve this, and following careful diligence and investigation into the legal, regulatory and tax requirements for the
Group and individual employees in our countries of operation, the Board decided to grant free awards over notional
shares that track the value of Helios Towers plc ordinary shares.
The 2021 Award has a three-year vesting period. Due to the efforts made by everyone during a challenging year, the
Board decided to grant employees a one-off Covid-19 Thank You Award with a six-month vesting period. The vesting
of both awards is subject to continued employment.
The Committee was encouraged by the employee acceptance rate which exceeded 99%. Based on feedback from Sally
Ashford’s engagements with employees during 2020, we were aware of the interest from employees to gain exposure
to Helios Towers shares following the IPO in 2019. The high acceptance rate, as well as the positive feedback voiced by
employees during the HT SharingPlan launch town halls held in each country, further corroborates the decision to
introduce an all-employee plan, supported by shareholders and the Board.
The Committee supports having a share-based reward scheme available to all employees and believes the introduction
of the HT SharingPlan will be mutually beneficial for:
•
employees: having the ability to share in the Company’s success through an additional remuneration element linked
to share performance;
•
shareholders: aligning employee interests more closely to their own; and
•
the Company: having share-based plans to support recruitment and retention of talented employees.
Under the current Policy, Executive Directors are not permitted to participate in the HT SharingPlan.
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Percentage change in remuneration of Directors versus employee average
The following table shows the year-on-year percentage change in Directors’ remuneration in 2021 and 2020 compared
to the Company’s employees. 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 the Board, or an employee began their employment, during a financial year.
Director
YoY % increase/(decrease) in remuneration in 2021 YoY % increase/(decrease) in remuneration in 2020
Salary/Fees
Taxable
benefits Bonus Salary/Fees
Taxable
benefits Bonus
Kash Pandya
(1)
+9% (1%) +6% 0% +4% (14%)
Tom Greenwood
(2)
+24% +17% +20% 0% +5% (16%)
Manjit Dhillon
(3)
n/a n/a n/a n/a n/a n/a
Sir Samuel Jonah KBE, OSG 0% – – 0% – –
Magnus Mandersson
(4)
+2% – – +10% – –
Sally Ashford
(5)
0% – – n/a n/a n/a
Alison Baker
(4)
+2% – – +10% – –
Richard Byrne
(4)
+2% – – +10% – –
Carole Wamuyu Wainaina
(5)
0% – – n/a n/a n/a
Temitope Lawani
(6)
– – – – – –
David Wassong
(6)
– – – – – –
Helios Towers plc employees
(7)
n/a n/a n/a n/a n/a n/a
Group employees
(8)
+3% +22% +3% +3% +10% +8%
(1) Kash Pandya’s increase in 2021 reflects the change to his salary from 1 January 2021.
(2) Tom Greenwood’s increase in 2021 reflects the change to his salary from 1 January 2021 and following his appointment as COO having
previously been the CFO.
(3) Manjit Dhillon was appointed to the CFO role on 1 January 2021; comparative prior year information is not available.
(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 for 2020.
(6) Non-Executive Directors representing legacy institutional shareholders; Temitope Lawani (Lath Holdings Ltd) and David Wassong
(Quantum Strategic Partners Ltd) 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 years ended 31 December 2020 and
31 December 2021.
(8) Median percentage increase for employees of Helios Towers Group companies.
Historic CEO remuneration
The following table shows the CEO’s remuneration since Admission to the London Stock Exchange on 18 October 2019.
2021 2020 2019
(1)
CEO single figure total remuneration (£’000) 1,420 1,323 292
Annual bonus (as % of maximum opportunity) 62% 64% 74%
Long-term incentive vesting (as % of maximum opportunity) – – –
(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
Helios Towers has fewer than 250 UK employees and therefore is not required at this stage to report or disclose our CEO:
median employee pay ratio or gender pay gap information.
The Committee fully supports the sharper focus on wider workforce pay and conditions, and is committed to taking 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, i.e. ensuring employees
receive equal pay for performing the same job to the same standards. In the interest of transparency, the Company has
disclosed gender pay gap information on its website (www.heliostowers.com/about-us/diversity-and- inclusion/).
The Company regularly reviews the pay rates throughout the Company and will keep its approach to disclosing a UK
and/or Group-wide pay ratio and/or gender pay gap information under review over the coming years.
Directors’ Remuneration Report continued
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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.
2021
US$m
2020
US$m
YoY %
Change
Distributions to shareholders – – –
Total employee pay 30.9 2 7.0 +14%
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 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.
Advice to the Committee
Members of the Executive Management team are invited to attend Committee meetings where appropriate, except when
their own remuneration is being discussed. During the year Kash Pandya (CEO), Tom Greenwood (CEO-Designate), Manjit
Dhillon (CFO), Paul Barrett (General Counsel and Company Secretary), and Nick Summers (Director of Property and
SHEQ) attended certain meetings at the Committee’s invitation.
During 2021, 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 advisor to the Company during 2021, as well as providing an opinion as an independent
valuer for the Class 1 Circular to Shareholders in relation to the proposed acquisition of 2,890 sites from Oman
Telecommunications Company (S.A.O.G). The Committee reviewed the nature of all the services provided during the year
by PwC, which included tax advice, and was satisfied that no conflict of interest exists or existed in the provision of these
services. PwC does not have any 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 2021 amounted to £121,945. 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 2022.
Approval
This report has been approved by the Board of Directors and signed on its behalf by:
Richard Byrne
Chair, Remuneration Committee
16 March 2022
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Strategic ReportOverview Governance Report Financial Statements
The Directors of Helios Towers plc present their Annual
Report and audited Financial Statements for the year
ended 31 December 2021.
Additional disclosures
This section, together with the Strategic Report, Corporate
Governance Report and Directors’ Remuneration Report
on pages 10–123 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 on pages 30–33 and further
information can be found in the 2021 Sustainable Business
Report at www.heliostowers.com. No disclosures are
required by the Company pursuant to LR 9.8.4R, except
for LR 9.8.4R (4) as noted below.
The Directors’ Report together with the Strategic Report
on pages 10–75 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 Corporate Governance Report on pages 10 to 123
constitute the corporate governance statement for the
purposes of 7.2.1R of the DTR.
Operations and performance
Results
Results for the year ended 31 December 2021 are set out
in the detailed financial review on pages 71–75 and the
Financial Statements on pages 138–186.
Dividends
The Directors do not intend to pay a final dividend for the
year ended 31 December 2021.
Directors’ Report
Activities in research and development
The Company undertook no activities in research and
development during the year ended 31 December 2021.
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 at www.heliostowers.com/about-us/governance/.
Annual General Meeting
The Company’s AGM will be held on Thursday 28 April
2022 at 10.00 a.m. 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 have the ability
to appoint a proxy electronically either through our
Registrar’s website or CREST services by 10.00 a.m. on
Tuesday 26 April 2022. A copy of the 2022 Notice of AGM
can be found at www.heliostowers.com/investors/annual-
general-meeting/. Voting will be conducted by way of a poll
and voting results will be published on a Regulatory News
Service and on the Company’s website at www.
heliostowers.com/investors/annual-general-meeting/ after
the conclusion of the AGM.
Additional disclosure Section of this Annual Report Page
Future developments Strategic Report 18
Section 172(1) Statement Strategic Report 52–57
Employee engagement Strategic Report 37 and 56
Engagement with suppliers, customers
and other stakeholders
Strategic Report 56–57
Principal risks and uncertainties Risk management and principal risks 61–65
Directors’ interests Remuneration Report 116
Long-term incentive plans Remuneration Report 114
Directors’ Responsibility Statement Statement of Directors’ responsibilities 127
Financial instruments, financial risk
management objectives and policies
Financial Statements: Note 26 172–177
Post balance sheet events Financial Statements: Note 31 180
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Helios Towers plc Annual Report and Financial Statements 2021
Directors
The names, biographical details and Committee
memberships of the Directors as at 31 December 2021
are set out on pages 78–80.
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 place of a
Director removed from office. The Articles of Association
require that all Directors be elected by shareholders at
the AGM following their appointment to the Board, and
retire and be re-elected by shareholders at each
subsequent AGM.
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, with a premium listing
on the London Stock Exchange. 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 2021, the Company’s issued share
capital comprised 1,048,000,000 ordinary shares
of £0.01 each, all with voting rights. Pursuant to the
placing announcement made on 16 June 2021, a total of
46,750,000 new ordinary shares were placed by the Joint
Global Coordinators and Joint Bookrunners in connection
with the placing, and a total of 1,250,000 new ordinary
shares were subscribed by retail investors, both at the
placing price of 163 pence per placing share.
Authority to purchase own shares
The Company has the authority, pursuant to the 2021
AGM, to make market purchases of its own shares of up to
100,000,000 ordinary shares of £0.01 each, representing
10% of its issued share capital as at the date of the Notice
of the 2021 AGM. This authority, which was not exercised
during 2021 or to the date of this report, will expire at the
conclusion of the 2022 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 www.heliostowers.com/about-us/governance/.
Shares held in employee benefit trusts
The Company has established a trust (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.
Notifiable interests in shares
As at 31 December 2021, the Company had been advised
of the following notifiable interests (whether directly or
indirectly held) in its voting rights in accordance with
the FCA’s Disclosure Guidance and Transparency Rules
(DTR 5). The information was correct as at the date of
notification to the Company. All notifications made to
the Company under DTR5 are published on a Regulatory
News Service and on the Company’s website at
www.heliostowers.com/investors/regulatory-news.
Shareholder
Number of
voting rights %
Helios Investment Partners 79,030,721 7.5 4
RIT Capital Partners 51,866,841 4.95
T. Rowe Price 51,915,857 4.95
Rivulet Opportunity Fund 47,7 8 2,421 4.78
The Company has not been notified of any changes to the
above information up to the date of this report.
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Strategic ReportOverview Governance Report Financial Statements
Stakeholders and policies
Modern Slavery Statement
In accordance with the Modern Slavery Act 2015, the
Company has approved and published on its website
its Modern Slavery Statement, which can be found at
www.heliostowers.com/modern-slavery-statement/.
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 all its workforce to report any
instance of discrimination, which they witness or which
comes to their attention and 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 successful 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 89, 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 contributions
The Company did not make any donations to any political
party or other political organisation during the year. The
Company has the authority, pursuant to the shareholder
approval granted at the 2021 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 to the 2021
AGM. This authority, which was not exercised during 2021
or to the date of this report, will expire at the conclusion of
the 2022 AGM, when the Directors will propose that the
authority is renewed.
Employee share plans
The Company’s shareholders approved the HT UK Share
Purchase Plan and HT Global Share Purchase Plan at its
2021 AGM. As is noted on pages 55 and 121, the Company
implemented the HT SharingPlan with the first grant to all
colleagues taking place in September 2021.
Auditor and audit information
External auditor
A resolution to reappoint Deloitte LLP as external auditor
will be proposed at the 2022 AGM.
In accordance with the Competition and Markets
Authority’s Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive
Responsibilities) Order 2014, the Company conducted
an audit tender in 2021. Following the conclusion of this
process, the Audit Committee recommended to the Board
that the appointment of Deloitte LLP be recommended to
shareholders for their approval at the 2022 AGM. Further
information on the audit tender process can be found in the
Audit Committee Report on page 105.
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 16 March 2022.
Signed on behalf of the Board of Directors by:
Paul Barrett
Company Secretary
Helios Towers plc
Company number 12134855
Directors’ Report continued
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Helios Towers plc Annual Report and Financial Statements 2021
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 International Financial
Reporting Standards (‘IFRSs’). 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 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 IFRSs 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 hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are 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
78–80 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 and 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 16 March 2022 and is signed on its behalf by:
Kash Pandya Manjit Dhillon
Chief Executive Officer Chief Financial Officer
Statement of Directors’ responsibilities
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Helios Towers plc Annual Report and Financial Statements 2021
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 2021 and of the Group’s loss for the
year then ended;
•
the Group Financial Statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards and International Financial Reporting Standards (IFRSs);
•
the Company Financial Statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”; and
•
the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent auditor’s report to the
members of Helios Towers plc
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3. Summary of our audit approach
Key audit matters 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 Senegal acquisition.
Within this report, key audit matters are identified as follows:
!
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used for the Group Financial Statements was US$7.4m (2020:
US$7.0m) which was determined based on a combination of 1.6% (2020: 1.7%) of revenue
and 3% (2020: 3%) of Adjusted EBITDA (as defined in note 4) benchmarks to the Group
Financial Statements.
Scoping We have performed a full scope audit on the Group’s key trading entities in Tanzania,
Democratic Republic of the Congo, Ghana and the Republic of the Congo. We have
performed specified audit procedures over Senegal, South Africa and Madagascar. Based
on this assessment, our audit coverage was 98% of Group revenue (2020: 99%), 96% of
Group Adjusted EBITDA (2020:99%) and 88% of Group net assets (2020: 88%).
Significant changes in
our approach
We modified our scoping to take into account the Group’s acquisitions in Senegal and
Madagascar. We identified a new key audit matter in respect of the valuation of intangible
assets recognised upon the acquisition in Senegal.
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;
•
Challenging 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 the amount of headroom and performing 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 management; 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.
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Helios Towers plc Annual Report and Financial Statements 2021
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
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 contract with customers (“IFRS 15”). As set out
in the accounting policies on page 145 and note 2(a), this is generally the consideration
received or expected to be received, and takes into account management’s evaluation of
whether, at the time the Group performs the services, it is probable that the Group will collect
the consideration that it entitled to. At the balance sheet date, $11m (2020: $5.6m) 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.
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 management to record an impairment against receivable
balances (expected credit losses (ECL)) based on forward-looking information. As at
31 December 2021, the Group had trade receivables totalling US$84.1m (2020: US$50.9m).
The Group has recognised an expected credit loss charge of US$7.6m (2020: US$5.8m)
against these receivables.
We have identified a key audit matter in respect of the revenue recognition and recoverability
of balances where there is evidence of liquidity issues at or a dispute with the customer.
Refer to notes 3, 15, 22 and the report of the Audit Committee on page 98 of the annual
report.
How the scope of our
audit responded to the
key audit matter
In responding to this key audit matter, we performed the following procedures:
•
we obtained an understanding of management’s controls relevant to the identification of
receivables at risk of default, assessing their recoverability, appropriate level of ECL and
determining revenue recognition with respect to the probability of collection;
•
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 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 requested confirmations of material debtors’ balances, and where these were not
received we have verified subsequent cash receipts and tested open invoices as at year
end;
•
we agreed debtors balances to evidence of cash received since year-end, to the extent
collected;
•
we assessed management’s judgements relating to non-recognition of revenue for
reasonableness and compliance with the requirements of IFRS 15;
•
we identified significant contract modifications during the year, and evaluated the revenue
recognition and measurement implications arising from with respect to the requirements of
IFRS15.
•
we assessed management’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.
Key observations We are satisfied that management’s judgements in relation to non-recognition of revenue
where collection is uncertain are appropriate, and that estimates of provisions for ECL and
impairment of receivables are reasonable. We concluded that management’s disclosures
related to material judgements made against the requirements of IFRS 15 and IFRS 9 in notes
3,15 and 22 are appropriate.
Independent auditor’s report to the
members of Helios Towers plc continued
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5.2. Valuation of uncertain tax positions
Key audit matter
description
The Group operates in a variety of tax jurisdictions within Africa. Historically, 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 of Change of Control taxes in a number of
subsidiaries, where the estimated tax charge depends on interpretation of tax law and
company valuations.
Refer to notes 10, 19 and the report of the Audit Committee on page 98
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 management’s controls relevant to the assessment of
required provisions in respect of tax investigations and inspections and valuation of the
UTPs;
•
engaged our tax experts in the UK and in the relevant jurisdictions in Africa to assist in
assessing the technical treatment of UTPs and provisions and management’s 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 in-
scope components;
•
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 management’s overall UTP provision and tax-related contingent liabilities
estimates in the context of management’s track record of resolving these in the past and
considered whether there was any contradictory evidence;
•
engaged our valuations experts to assist in evaluating the Group’s valuation assumptions
underpinning the estimate of the tax liability in respect of Change of Control taxes; 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 management were reasonable. We are satisfied
that tax-related contingent liabilities and uncertainties are appropriately disclosed in notes 10
and 19.
5.3. Valuation of acquired intangibles on the Senegal acquisition
!
Key audit matter
description
During the year, the Group recognised US$177m of intangible assets (comprising $171m of
customer relationships and US$6m of goodwill) on the acquisition of 1,220 sites in Senegal for
a total consideration of US$226.8m. The accounting for this was performed in accordance
with the requirements of IFRS 3 “Business Combinations” (“IFRS 3”).
The determination of the fair value of the acquired intangible assets (with the assistance of
management’s external valuations expert) relies on certain assumptions and estimates of
future trading performance, including customer relationships expected life, revenue by
customers, profitability and tax rates.
We identified the valuation of the acquired intangible assets on the Senegal acquisition as a
key audit matter due to the increased uncertainty created by the effects of Covid-19, and the
judgements involved in determining the value of intangibles.
Refer to note 30 and the report of the Audit Committee on page 98.
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Helios Towers plc Annual Report and Financial Statements 2021
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 management’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 management’s paper on the acquisition and assessed the accounting treatment in
accordance with the requirements of IFRS 3;
•
assessed the competence, capability and objectivity of management’s expert;
•
engaged our valuations specialists to assist in evaluating the methodology and key
assumptions used in the valuation of the intangible assets acquired;
•
benchmarked discount and long-term growth rates against external market sources;
•
challenged management’s revenue and profit margin forecasts by comparing with
approved business plans, assessing historical forecasting accuracy 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 team, assessed the tax implications arising from this
acquisition, in particular the deferred tax liability;
•
reviewed of the share purchase agreement to corroborate the transaction price, and agreed
the cash paid to supporting documentation; and
•
assessed whether the disclosures in note 30 to the Financial Statements are compliant with
the requirements of IFRS 3.
Key observations We concluded that the estimates and assumptions made by management were reasonable
and that the associated accounting and disclosures made within the annual report in Note 30
comply with IFRS 3.
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.
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$7,400,000 (2020: US$7,000,000) US$2,960,000 (2020: US$2,800,000)
Basis for determining
materiality
Materiality has been determined as a
combination of 1.6% (2020: 1.7%) of revenue
and 3% (2020: 3%) of Adjusted EBITDA (as
defined in note 4) benchmarks derived from
the Group Financial Statements.
Company materiality has been determined as
1% (2020: 1%) of net assets, which is capped at
40% (2020: 40%) of Group materiality.
Rationale for the
benchmark applied
We believe that the revenue and Adjusted
EBITDA metrics reflect the underlying
performance of the Group. Also given the
importance attached to these metrics by the
investors and other readers of the Financial
Statements, we concluded that these were the
most appropriate metrics to use.
The Company acts principally as a holding
company and therefore net assets is a key
measure for this entity.
Independent auditor’s report to the
members of Helios Towers plc continued
5.3. Valuation of acquired intangibles on the Senegal acquisition
!
(continued)
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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.
Group Financial Statements Parent company Financial Statements
Performance
materiality
70% (2020: 65%) of Group materiality 70% (2020: 65%)of Company materiality.
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the Group’s overall control environment
and the level of uncorrected misstatements identified in previous periods. We have increased the
performance materiality percentage from 65% to 70% as a result of the improvement made by
management in the Group’s controls environment, in particular remediation of general IT
controls.
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$370,000 (2020: US$350,000), 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.
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
and Madagascar, 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 within each of the above countries were in full audit scope for the current year, with
the exception of Senegal, South Africa and Madagascar on which we performed specified audit procedures only. Our
component materiality ranged from US$0.4m to US$3.0m (2020: US$1.0m to US$3.0m).
Based on this approach, we achieved the following audit coverage over revenue 98% (2020: 99%), Group adjusted
EBITDA 96% (2020: 99%) and net assets 88% (2020: 88%):
Revenue
Adjusted
EBITDA
Net Assets
88%
Full audit scope
Specified audit procedures
Review at group level
96%
98%
9%
3%
3%
1%
2%
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7.2. Our consideration of the control environment
In 2020, in order to assess the appropriateness of the controls over the financial reporting IT system, we engaged our IT
audit specialists at the interim stage of the audit to evaluate controls over change management, user access and
segregation of duties and to determine whether we could place reliance thereon. Through this testing we identified
deficiencies within the general IT control environment, which were subsequently remediated by management in the fourth
quarter of 2020 and the first half of 2021. In 2021 we have assessed the remediation actions taken by Management,
however we were unable to take a control reliance approach over the financial reporting IT system for 2021 as the
remediation took place part-way through the year.
We tested the controls over revenue and receivables and concluded that they operated effectively, although the
interaction with system-generated information and the mid-year remediation of general IT control deficiencies described
above meant that we did not adopt a controls reliance approach.
We also obtained an understanding of the relevant controls over budgeting and forecasting, uncertain tax positions and
financial reporting including journal entries.
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 management’s climate-related risk assessment and held discussions with management
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 pages 32, 33 and 65, the key areas considered in the consolidated
Financial Statements considered were the impact of the Group’s net zero commitments on forecasts used in the going
concern model and impairment assessments. Management concluded there was no material impact arising from climate
change on the judgements and estimates made in the 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. Our
procedures included reading disclosures included in the Strategic Report to consider whether they are materially
consistent with the Financial Statements and our knowledge obtained in the audit.
7.4. Working with other auditors
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 sent detailed instructions to all local audit teams specifying the procedures required;
•
we included all local audit teams in team briefings, planning meetings and component risk assessments as relevant to
their work;
•
we reviewed supporting working papers prepared by local audit teams and related deliverables submitted to us; and
•
we held close calls and regular status calls were held to discuss matters arising.
The restrictions on overseas travel due to Covid-19 did not have an impact on our ability to review local audit teams work, as
we did not plan to visit overseas components this year. 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.
At the Company entity level we also tested the consolidation process and carried out review procedures to confirm our
conclusion that there were no significant risks of material misstatement of the aggregated financial information of the
remaining components not subject to a full scope audit or specified audit procedures.
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.
Independent auditor’s report to the
members of Helios Towers plc continued
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Strategic ReportOverview Governance Report Financial Statements
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.
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. 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.
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, 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 local 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, petty cash or small asset misappropriation,
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.
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.
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Helios Towers plc Annual Report and Financial Statements 2021
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 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 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; and
•
in addressing the risks of material fraud in petty cash or small asset misappropriation and bribery and kickbacks,
through consultation with our forensic specialists we designed and performed additional audit procedures including
further focussed testing on unusual transactions and reviewing the Group’s whistleblowing hotline.
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.
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 66;
•
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 66;
•
the Directors’ statement on fair, balanced and understandable set out on page 127;
•
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 60;
•
the section of the annual report that describes the review of effectiveness of risk management and internal control
systems 102–103; and
•
the section describing the work of the audit committee 98.
Independent auditor’s report to the
members of Helios Towers plc continued
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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 respect of these matters.
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 3 years, covering the years ended
31 December 2019 to 31 December 2021.
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 12
years, covering the years ended 31 December 2010 to 31 December 2021.
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
16 March 2022
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Helios Towers plc Annual Report and Financial Statements 2021
Note
2021
US$m
2020
US$m
Revenue 3 4 4 9.1 414 .0
Cost of sales (2 95. 3 ) (2 6 6 .1 )
Gross profit 1 53.8 1 4 7. 9
Administrative expenses (9 4. 3 ) (8 3. 5 )
Loss on disposal of property, plant and equipment (0. 5 ) (8 .1 )
Operating profit 5a 59.0 56.3
Interest receivable 8 0.7 0.8
Other gains and (losses) 24 (28 .0 ) 4 0.1
Finance costs 9 (1 5 1. 1 ) (1 1 8 .1 )
Loss before tax (1 1 9.4 ) (2 0.9 )
Tax expense 10 (3 6.8 ) (1 5. 8 )
Loss after tax for the year (1 5 6.2 ) (3 6 .7 )
Loss attributable to:
Owners of the Company (1 5 6.2 ) (3 6 .7 )
Loss for the year (1 5 6.2 ) (3 6 .7 )
Loss per share:
Basic loss per share (cents) 29 (1 5 ) (4 )
Diluted loss per share (cents) 29 (1 5 ) (4 )
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Income Statement
For the year ended 31 December
139
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Strategic ReportOverview Governance Report Financial Statements
2021
US$m
2020
US$m
Loss after tax for the year (1 5 6.2 ) (3 6 .7 )
Other comprehensive (loss)/gain:
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations 3.3 (9.2 )
Total comprehensive loss for the year, net of tax (1 52.9 ) (4 5.9 )
Total comprehensive loss attributable to:
Owners of the Company (1 52.9 ) (4 5.9 )
Total comprehensive loss for the year (15 2.9 ) (45.9 )
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of
Other Comprehensive Income
For the year ended 31 December
140
Helios Towers plc Annual Report and Financial Statements 2021
Assets Note
2021
US$m
2020
US$m
Non-current assets
Intangible assets 11 2 2 7. 3 2 3.2
Property, plant and equipment 12a 7 1 8 .7 5 9 4 .7
Right-of-use assets 12b 1 61.1 10 9. 2
Derivative financial assets 26 5 7. 7 8 8.8
Current assets
Inventories 14 10.5 9. 0
Trade and other receivables 15 1 86 .6 1 3 7. 6
Prepayments 16 4 3.3 3 9.3
Cash and cash equivalents 17 52 8.9 4 2 8 .7
Total assets 1,934.1 1, 430. 5
Equity and liabilities
Equity
Share capital 18 1 3.5 1 2.8
Share premium 18 105.6 –
Other reserves (8 7. 0 ) (87 .0 )
Convertible bond reserves 20 5 2 .7 –
Share-based payments reserves 25 1 9. 6 1 8.4
Treasury shares 18 (1 .1 ) (2. 3 )
Translation reserve (8 8.6 ) (91. 9 )
Retained earnings 1 53.3 2 8 0.3
Total equity 16 8.0 13 0.3
Current liabilities
Trade and other payables 19 24 9.0 1 74 . 7
Short-term lease liabilities 21 3 3.0 2 3.5
Loans 20 2.8 2.6
Non-current liabilities
Deferred tax liabilities 3 9.7 4.4
Long-term lease liabilities 21 14 8.9 10 8.2
Loans 20 1 , 2 9 2 .7 9 8 6.8
Total liabilities 1 ,76 6 .1 1,30 0.2
Total equity and liabilities 1,934.1 1,430 . 5
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on 16 March 2022 and signed on its
behalf by:
Kash Pandya Manjit Dhillon
Consolidated Statement of Financial Position
As at 31 December
141
Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
Note
Share
capital
US$m
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$m
Attributable
to the
owners
ofthe
Company
US$m
Non–
controlling
interest
(‘NCI’)
US$m
Total
equity
US$m
Balance at 1
January 2020 1 2.8 – (87 .0 ) (4 . 4 ) 1 9.6 – (8 2 .7 ) 3 1 7. 6 175.9 (0 .6 ) 175. 3
Loss for the year – – – – – – – (3 6 .7 ) (3 6 .7 ) – (3 6 .7 )
Other
comprehensive
loss – – – – – – (9.2 ) – (9.2 ) – (9.2 )
Total
comprehensive
loss for the year – – – – – – (9.2 ) (3 6 .7 ) (45.9 ) – (4 5.9 )
Transactions with
owners;
Share-based
payments 25 – – – – 0.9 – – – 0. 9 – 0.9
Transfer of
treasury shares – – – 2.1 (2 .1 ) – – – – – –
Non-controlling
interest – – – – – – – (0. 6 ) (0.6 ) 0.6 –
Balance at 31
December 2020 1 2.8 – (87 .0 ) (2. 3 ) 18.4 – (91 .9 ) 28 0. 3 1 30. 3 – 1 30. 3
Loss for the year – – – – – – – (1 5 6. 2 ) (1 5 6. 2 ) – (1 5 6. 2 )
Other
comprehensive
loss – – – – – – 3.3 – 3.3 – 3.3
Total
comprehensive
loss for the year – – – – – – 3.3 (1 5 6. 2 ) (1 5 2. 9 ) – (1 5 2. 9 )
Transactions with
owners;
Issue of share
capital 0 .7 10 5.6 – – – – – – 106. 3 – 10 6.3
Convertible bond
reserves – – – – – 5 2 .7 – – 52 .7 – 5 2 .7
Share-based
payments 25 – – – – 2.4 – – – 2.4 – 2.4
Transfer of
treasury shares – – – 1.2 (1 .2 ) – – – – – –
Capital
contribution 10 – – – – – – – 2 9. 2 2 9. 2 – 2 9. 2
Balance at 31
December 2021 1 3.5 10 5.6 (8 7. 0 ) (1 .1 ) 1 9.6 52 .7 (8 8.6 ) 15 3.3 16 8 .0 – 16 8 .0
In March 2021 the Group issued US$25 0 million of convertible bonds with a coupon of 2.875%, due in 2027. In June 2021
the Group tapped the bond for an aggregate principal amount of US$5 0 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$52 .7 million respectively including transaction costs.
Share-based payments reserves relate to share options awarded. See Note 25.
Translation reserve relates to the translation of the Financial Statements of overseas subsidiaries into the presentational
currency of the Consolidated Financial Statements.
Included in other reserves is the merger accounting reserve which arose on Group reorganisation in 2019 and is the
difference between the carrying value of the net assets acquired and the nominal value of the share capital.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December
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Helios Towers plc Annual Report and Financial Statements 2021
Note
2021
US$m
2020
US$m
Cash flows from operating activities
Loss before tax (1 1 9.4 ) (2 0.9 )
Adjustments for:
Other gains and (losses) 24 28 .0 (4 0.1 )
Finance costs 9 1 51.1 1 1 8.1
Interest receivable 8 (0 .7 ) (0.8 )
Depreciation and amortisation on property, plant and equipment 11, 12 1 5 9.8 14 8.0
Share-based payments and long-term incentive plans 25 2.0 1.0
Loss on disposal of property, plant and equipment 4 0.5 8.1
Movement in working capital:
(Increase)/decrease in inventories (1.6 ) 0.6
(Increase)/decrease in trade and other receivables (1 8 .1 ) 21 .1
(Increase) in prepayments (4 . 6 ) (0. 8 )
(Decrease) in trade and other payables (1 .1 ) (24 .7 )
Cash generated from operations 19 5.9 2 0 9.6
Interest paid (111. 7 ) (1 02. 3 )
Tax paid 10 (4 8 . 3 ) (4 7. 8 )
Net cash generated from operating activities 35.9 5 9. 5
Cash flows from investing activities
Payments to acquire property, plant and equipment (16 8.5 ) (1 23. 4 )
Payments to acquire intangible assets (2. 0 ) (0. 3 )
Acquisition of subsidiaries 30 (238 .2 ) –
Proceeds on disposal on assets 0.5 1.0
Transactions with non-controlling interests – (1 .6 )
Interest received 0.6 0.8
Net cash used in investing activities (4 0 7. 6 ) (1 23. 5 )
Cash flows from financing activities
Gross proceeds from issue of equity share capital 10 9.3 –
Share issue costs (3.0 ) –
Loan drawdowns 3 6 7. 6 9 9 5.6
Loan issue costs (1 5.8 ) (2 6.0 )
Repayment of loan – (6 8 9 .8 )
Repayment of lease liabilities (1 3.3 ) (8. 3 )
Capital contributions 29 .2 –
Net cash generated from financing activities 4 74 . 0 271 .5
Net increase in cash and cash equivalents 102.3 2 0 7. 5
Foreign exchange on translation movement (2 .1 ) 0.1
Cash and cash equivalents at 1 January 4 2 8 .7 221 .1
Cash and cash equivalents at 31 December 52 8.9 4 2 8 .7
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 December
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Helios Towers plc Annual Report and Financial Statements 2021
Strategic ReportOverview Governance Report Financial Statements
1. Statement of compliance and presentation of financial statements
tower company, with operations across seven countries. Helios Towers plc is a public limited company incorporated and
domiciled in the UK
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.
Notes to the Financial Statements
For the year ended 31 December 2021
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Helios Towers plc Annual Report and Financial Statements 2021
2(a). Accounting policies (continued)
Going concern
The Directors believe that the Group is well placed to manage its business risks successfully, despite the current uncertain
economic outlook in the wider economy. The Group’s forecasts and projections, taking account of possible changes in
trading performance, show that the Group should remain adequately liquid and should operate within the covenant levels
of its current debt facilities. The Directors consider it appropriate to adopt the going concern basis of preparation for the
Consolidated Financial Statements.
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. In assessing the forecast, the Directors have considered:
•
trading risks presented by the current economic conditions in the operating markets;
•
the impact of macroeconomic factors, particularly interest rates and foreign exchange rates;
•
the status of the Group’s financial arrangements;
•
progress made in developing and implementing cost reduction programmes, climate change considerations and
operational improvements; and
•
mitigating actions available should business activities fall behind current expectations, including the deferral of
discretionary overheads and restricting cash outflows.
In particular, the Directors have considered the impact of Covid-19 on the Group’s operations. The Directors have
acknowledged the latest guidance on going concern as issued by the Financial Reporting Council. Management have
considered the latest forecasts available to them and additional sensitivity analysis has been prepared to consider any
reduction in anticipated levels of Adjusted EBITDA and operating profit arising from various scenarios.
The Directors continue to consider it appropriate to adopt the going concern basis of accounting in preparing the
Consolidated Financial Statements. Forecast liquidity has been assessed under a number of stressed scenarios and
a reverse stress test was performed to support this assertion.
New accounting policies in 2021
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 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform (Phase 2)
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred in a business
combination 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
•
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with that Standard.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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Strategic ReportOverview Governance Report Financial Statements
2(a). Accounting policies (continued)
Business combinations and goodwill (continued)
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 acquired, 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 impairment in carrying value being charged to the consolidated
statement of profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period (a period of no more than 12 months), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as
of the acquisition date that, if known, would have affected the amounts recognised as of that date.
When the consideration transferred by the Group in a business combination includes a contingent consideration
arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the
consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
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. 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.
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2(a). Accounting policies (continued)
Revenue recognition (continued)
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;
•
whether Covid-19 will have an impact on the assumptions listed above, including our future revenue projections, our
ability to complete our contractual work on time, and our assessment of whether our force majeure contract clauses
will prevent any contract penalties.
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.
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
re-translated 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 re-translated.
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.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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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.
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, loans and borrowings or payables. 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.
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2(a). Accounting policies (continued)
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.
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.
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 Up to 15 years
Site assets – generators 8 years
Site assets – plant & machinery 3–5 years
Fixtures and fittings 3 years
IT equipment 3 years
Motor vehicles 5 years
Leasehold improvements 5–10 years
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.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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Property, plant and equipment (continued)
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 Amortised over their contractual lives
Customer relationships Up to 30 years
Colocation rights Amortised over their contractual lives
Right of first refusal Amortised over their contractual lives
Non-compete agreement Amortised over their contractual lives
Computer software and licences 2–3 years
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
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.
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.
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2(a). Accounting policies (continued)
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.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised either for taxable temporary differences arising on investments in subsidiaries or on
carrying value of taxable assets, except where the Group is able to control the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only recognised to the extent that
it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences
and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred
tax is charged or credited in the profit or loss, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner
in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets
and liabilities.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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2(a). Accounting policies (continued)
Deferred tax (continued)
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.
Uncertain tax positions
Provision is made for current tax liabilities when the Group has a present obligation as a result of past events, it is probable
an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated. The
Group typically uses a weighted average of outcomes assessed as possible to determine the level of provision required,
unless a single best estimate of the outcome is considered to be more appropriate. Assessments are made at the level of
an individual tax uncertainty, unless uncertainties are considered to be related, in which case they are grouped together.
Provisions, which are not discounted given the short period over which they are expected to be utilised, are included
within current tax liabilities, together with any liability for penalties, which to date have not been significant. Any liability
relating to interest on tax liabilities is included within finance costs.
Share capital
Ordinary shares are classified as equity.
Treasury shares
Treasury shares represents the shares of Helios Towers plc that are held by the Employee Benefit Trust (‘EBT’).
Treasury shares are recorded at cost and deducted from equity.
New accounting pronouncement
At 31 December 2021, 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 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, 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.
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.
2(b). Critical accounting judgements and key sources of estimation uncertainty
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.
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2(b). Critical accounting judgements and key sources of estimation uncertainty (continued)
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 not material in any one year.
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$57.7 million (31 December 2020: US$85.7 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 2020:
US$0 million). A relative 5% increase in credit spread would result in an approximate US$5.7 million decrease in the
valuation of the embedded derivatives.
The directors have considered whether certain other estimates included in the financial statements meet the criteria to be
key sources of estimation uncertainty, as follows:
Provisions for litigation
Provisions and exposures to contingent liabilities related to pending litigations or other outstanding claims subject to
negotiated settlement, mediation, arbitration or government regulation (see Note 27) are subject to estimation
uncertainty. Whilst the value of open claims across the group is material in aggregate, based on recent experiences of
closing such cases, the resulting adjustments are generally not material and provisions held by the Group have accurately
quantified the final amounts determined. Therefore, the Directors consider the current provisions held by the Group to be
appropriate and do not anticipate a significant risk of a material change to the amounts accrued and provided at
31 December 2021 within the next financial year.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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3. Segmental reporting
The following segmental information is presented in a consistent format with management information considered by the
CEO of each operating segment, and the CEO- Designate, COO and CFO of the Group, who are considered to be the chief
operating decision makers (‘CODMs’). Operating segments are determined based on geographical location. All operating
segments have the same business of operating and maintaining telecoms towers and renting space on such towers.
Accounting policies are applied consistently for all operating segments. The segment operating result used by CODMs is
Adjusted EBITDA, which is defined in Note 4.
For the year to 31 December 2021
Tanzania
US$m
DRC
US$m
Congo
Brazzaville
US$m
Ghana
US$m
South
Africa
US$m
Senegal
US$m
Madagascar
US$m
Total
operating
companies
US$m
Revenue 170.4 176.4 2 7.7 42.8 6.0 23.4 2.4 449.1
Adjusted gross margin
(1)
69% 64% 65% 69% 75% 64% 50% 67%
Adjusted EBITDA
(2)
113.2 101.0 13.1 25.8 2.6 12.7 0.9 269.3
Adjusted EBITDA margin
(3)
66% 57% 47% 60% 44% 54% 37% 60%
Financing costs
Interest costs (35.6) (50.2) (10.8) (8.8) (5.5) (12.2) (0.1) (123.2)
Foreign exchange differences (0.5) 0.3 ( 7.1) (2.5) (0.1) (0.8) – (10.7)
Total finance costs (36.1) (49.9) (17.9) (11.3) (5.6) (13.0) (0.1) (133.9)
Other segmental information
Non-current assets 302.1 306.6 36.1 55.4 52.3 262.9 73.7 1,089.1
Property, plant and
equipment additions 60.0 56.7 10.9 14.5 9.3 100.1 27.9 279.4
Property, plant and
equipment depreciation
and amortisation 48.9 53.2 10.8 7.7 3.2 14.7 0.5 139.0
For the year to 31 December 2021
Total
operating
companies
US$m
Corporate
US$m
Group
total
US$m
Revenue 449.1 – 449.1
Adjusted gross margin
(1)
67% – 67%
Adjusted EBITDA
(2)
269.3 (28.7) 240.6
Adjusted EBITDA margin
(3)
60% – 54%
Financing costs
Interest costs (123.2) (6.3) (129.5)
Foreign exchange differences (10.7) (10.9) (21.6)
(133.9) (17. 2) (151.1)
Other segmental information
Non-current assets 1,089.1 75.7 1,164.8
Property, plant and
equipment additions 279.4 3.2 282.6
Property, plant and
equipment depreciation
and amortisation 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.
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3. Segmental reporting (continued)
For the year to 31 December 2020
Tanzania
US$m
DRC
US$m
Congo
Brazzaville
US$m
Ghana
US$m
South
Africa
US$m
Senegal
US$m
Madagascar
US$m
Total
operating
companies
US$m
Revenue 16 7.1 174.0 26.6 42.9 3.4 – – 414.0
Adjusted gross margin
(1)
67% 67% 66% 72% 77% – – 68%
Adjusted EBITDA
(2)
105.0 103.5 12.7 27.4 1.1 – – 249.7
Adjusted EBITDA margin
(3)
63% 59% 48% 64% 32% – – 60%
Financing costs
Interest costs (36.2) (49.6) (9.5) ( 7.3 ) (2.9) – – (105.5)
Foreign exchange differences (1.8) 0.5 6.8 (2.2) – – – 3.3
Total finance costs (38.0) (49.1) (2.7) (9.5) (2.9) – – (102.2)
Other segmental information
Non-current assets 280.6 295.8 39.5 48.5 50.3 – – 714.7
Property, plant and
equipment additions 33.8 27. 8 7.7 9.2 17.1 – – 95.6
Property, plant and
equipment depreciation
and amortisation (51.1) (5 7.7 ) (11.0) ( 7.9) (2.1) – – (129.8)
For the year to 31 December 2020
Total
operating
companies
US$m
Corporate
US$m
Group
total
US$m
Revenue 414.0 – 414.0
Adjusted gross margin
(1)
68% – 68%
Adjusted EBITDA
(2)
249.7 (23.1) 226.6
Adjusted EBITDA margin
(3)
60% – 55%
Financing costs
Interest costs (105.5) 7.7 (97.8)
Early redemption charges
(4)
– (23.9) (23.9)
Foreign exchange differences 3.3 0.3 3.6
Total finance costs (102.2) (15.9) (118.1)
Other segmental information
Non-current assets 714.7 101.2 815.9
Property, plant and
equipment additions 95.6 1.3 96.9
Property, plant and
equipment depreciation
and amortisation (129.8) (4.2) (134.0)
(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.
(4) Corporate includes call premium and release of transaction costs of US$13.7 million and US$10.2 million respectively, in relation to the early
redemption of the US$600 million Senior Notes. See Note 20 for further detail.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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4. Reconciliation of aggregate segment Adjusted EBITDA to loss before tax
The key segment operating result used by chief operating decision makers (‘CODMs’) is Adjusted EBITDA.
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance costs, other gains and losses,
interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and
impairment of property, plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other
adjusting items are material items that are considered one-off by management by virtue of their size and/or incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons of operating performance
from period to period and company to company by eliminating potential differences caused by variations in capital
structures (affecting interest and finance charges), tax positions (such as the impact of changes in effective tax rates or
net operating losses) and the age and booked depreciation on assets. The Group excludes certain items from Adjusted
EBITDA, such as loss on disposal of property, plant and equipment and other adjusting items because it believes they are
not indicative of its underlying trading performance.
Adjusted EBITDA is reconciled to loss before tax as follows:
2021
US$m
2020
US$m
Adjusted EBITDA 240.6 226.6
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Project costs
(1)
– (4.4)
Deal costs
(2)
(19.3) (8.8)
Share-based payments and long-term incentive plan charges
(3)
(2.0) (1.0)
Loss on disposal of property, plant and equipment (0.5) (8.1)
Other gains and (losses) (28.0) 40.1
Depreciation of property, plant and equipment (142.2) (128.4)
Amortisation of intangible assets (2.3) (5.6)
Depreciation of right-of-use assets (15.3) (14.0)
Interest receivable 0.7 0.8
Finance costs (151.1) (118.1)
Loss before tax (119.4) (20.9)
(1) Project costs in 2020 relate to the preparation for debt refinancing which cannot be capitalised.
(2) Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which cannot be capitalised.
These comprise employee costs, professional fees, travel costs and set up costs incurred prior to operating activities commencing.
(3) Share-based payments and long-term incentive plan charges and associated costs.
5a. Operating profit
Operating profit is stated after charging the following:
2021
US$m
2020
US$m
Cost of inventory expensed 49.0 51.8
Auditor remuneration (see Note 5b) 2.8 2.8
Loss on disposal of property, plant and equipment 0.5 8.1
Depreciation and amortisation 159.8 148.0
Staff costs (Note 6) 31.7 27.5
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5b. Audit remuneration
2021
US$m
2020
US$m
Statutory audit of the Company’s annual accounts 0.4 0.4
Statutory audit of the Group’s subsidiaries 1.7 1.5
Audit fees: 2.1 1.9
Interim review engagements 0.3 0.4
Other assurance services 0.4 0.5
Audit related assurance services 0.7 0.9
Total non-audit fees 0.7 0.9
Total fees 2.8 2.8
6. Staff costs
Staff costs consist of the following components:
2021
US$m
2020
US$m
Wages and salaries 29.0 25.6
Social security costs – employer contributions 1.9 1.4
Pension costs 0.8 0.5
31.7 27.5
The average monthly number of employees during the year was made up as follows:
2021 2020
Operations 239 137
Legal and regulatory 47 29
Administration 51 37
Finance 91 86
Sales and marketing 33 67
461 356
Some departments previously classified as sales and marketing have been reallocated to operations within the current
year.
7. Key management personnel compensation
2021
US$m
2020
US$m
Salary, fees and bonus 4.6 3.3
Pension and benefits 0.3 0.2
Share based payment charge 0.6 0.3
5.5 3.8
The above remuneration information relates to Directors in Helios Towers plc. Further details can be found in the Directors’
Remuneration Report of the Annual Report.
8. Interest receivable
2021
US$m
2020
US$m
Bank interest receivable 0.7 0.8
Notes to the Financial Statements continued
For the year ended 31 December 2021
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9. Finance costs
2021
US$m
2020
US$m
Foreign exchange differences 21.6 (3.6)
Interest costs 110.2 80.5
Early redemption expenses – 23.9
Interest costs on lease liabilities 19.3 17.3
151.1 118.1
The year-on-year increase in foreign exchange differences for the year ended 31 December 2021 is driven primarily by the
fluctuations year-on-year of the Central African Franc and Ghana Cedi.
10. Tax expense, tax paid and deferred tax
2021
US$m
2020
US$m
(a) Tax expense:
Current tax
In respect of current year 29.5 12.2
Adjustment in respect of prior years 11.7 3.2
Total current tax 41.2 15.4
Deferred tax
Originating temporary differences on acquisition of subsidiary undertakings (0.2) (0.6)
Originating temporary differences on capital assets (4.2) 1.0
Total deferred tax (4.4) 0.4
Total tax expense 36.8 15.8
(b) Tax reconciliation:
Loss before tax (119.4) (20.9)
Tax computed at the local statutory tax rate (20.9) (4.2)
Tax effect of expenditure not deductible for tax purposes 39.4 25.0
Tax effect of income not taxable in determining taxable profit ( 7. 2) (1.8)
Fixed asset timing differences 0.9 –
Deferred income tax movement not recognised (1.4) (9.3)
Prior year over/(under) provision 11.7 3.2
Change of Control Taxes 12.0 –
Minimum income taxes 0.3 2.3
Other 2.0 0.6
Total tax expense 36.8 15.8
The range of statutory income tax rates applicable to the Group’s operating subsidiaries is between 20% and 30%.
A change of control (as defined by the relevant local tax authority) has been triggered in a number of the Group’s
subsidiaries. An amount has been set aside by the pre-IPO shareholders and held in escrow to cover cash outflows in
respect of these taxes which the Group believes is sufficient to cover its current estimates. In Ghana the tax charge has
been computed resulting from an enterprise valuation process with external advisors and the amount is based on the
Directors’ best estimate of the outcome. The nature of a valuation process is inherently judgemental and is subject to the
confirmation by the local tax authority. As a result the tax charge recorded may change once the process is finalised,
which is expected during 2022, but the Directors do not expect this to be material.
As stipulated by local applicable law, minimum income taxes were chargeable on operating entities in Congo Brazzaville
and Senegal which have reported tax losses for the year ended 31 December 2021. Minimum income taxes rules do not
apply to the loss-making entities in the South African business.
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.
During the year, Helios Towers Ltd, HTA Holdings Ltd, HT Congo Brazzaville Holdco Ltd and HT Holdings Tanzania Ltd
each obtained a Global Business License in Mauritius, in addition to HTA Group Ltd having obtained the License in a prior
period. From 1 July 2021, the profits of these entities are subject to income tax, subject to ongoing conditions of the Global
Business License.
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10. Tax expense, tax paid and deferred tax (continued)
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
2021
US$m
2020
US$m
Income tax (19.2) (10.1)
Change of Control Taxes funded by escrow restricted cash (29.1) ( 37.7 )
Total tax paid (48.3) (47. 8)
Deferred tax
As deferred tax assets and liabilities are measured at the rates that are expected to apply in the periods of the reversal,
the deferred tax balance at the balance sheet date has been calculated at the rate at which the relevant balance is
expected to be recovered or settled. Management has performed an assessment, for all material deferred income tax
assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be
realised. The deferred tax balances are calculated by applying the relevant statutory corporate income tax rates at the
balance sheet date.
The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the
current and prior reporting period:
Accelerated
tax
depreciation
US$
Short term
timing
differences
US$m
Tax
losses
US$m
Intangible
assets
US$m
Total
US$m
1 January 2020 – (4.0) – – (4.0)
Charge for the year (1.0) 0.6 – – (0.4)
31 December 2020 (1.0) (3.4) – – (4.4)
Arising on acquisition – – – (38.7) (38.7)
Charge for the year (1.7) 4.7 1.2 0.2 4.4
Exchange rate differences – – – 2.4 2.4
31 December 2021 (2.7) 1.3 1.2 (36.1) (36.3)
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:
2021
US$m
2020
US$m
Deferred tax liabilities (42.6) (4.4)
Deferred tax assets 6.3 –
Total (36.3) (4.4)
Unrecognised deferred tax
At the reporting date, the Group had unused tax losses of $226.4m (2020: $200.5m) available for offset against future
periods. No deferred tax asset is recognised on US$222.3m of tax losses at the balance sheet date, as the relevant
businesses are not expected to generate sufficient taxable profits in the short term to justify recognising the associated
deferred tax assets. As at the balance sheet date, the geographical split of the deferred tax assets in relation to losses
unrecognised is DRC US$121.2m (tax effect US$36.4m), South Africa US$13.9m (tax effect US$3.9m), Congo Brazzaville
US$20.0m (tax effect US$5.6m), Mauritius US$61.1m (tax effect US$9.2m) and UK US$6.1 (tax effect $US1.2m).
No deferred tax liability is recognised on temporary differences relating to the unremitted earnings of overseas
subsidiaries 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.
Uncertain tax positions
Measurement of the Group’s tax liability involves estimation of the tax liabilities arising from transactions in tax
jurisdictions for which the ultimate tax determination is uncertain. Where there are uncertain tax positions, the Directors
assess whether it is probable that the position adopted in tax filings will be accepted by the relevant tax authority, with
the results of this assessment determining the accounting that follows. The Group uses tax experts in all jurisdictions when
assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The Group’s
tax provision for these matters are 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
Notes to the Financial Statements continued
For the year ended 31 December 2021
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10. Tax expense, tax paid and deferred tax (continued)
Uncertain tax positions (continued)
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 Helios Towers 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 2021 within the next financial year.
11. Intangible assets
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
Total
US$m
Cost
At 1 January 2020 4.2 3.5 7.1 8.8 35.0 31.1 19.4 109.1
Additions during the year – – – – – – 0.3 0.3
Disposals – – – – – (30.0) – (30.0)
Effects of foreign currency
exchange differences 0.7 (0.2) (0.3) – – – – 0.2
At 31 December 2020 4.9 3.3 6.8 8.8 35.0 1.1 19.7 79.6
Additions during the year – – – – – – 2.0 2.0
Additions on acquisition of
subsidiary undertakings 13.6 – 205.6 – – – – 219.2
Disposals – – – – (35.0) – – (35.0)
Effects of foreign currency
exchange differences (0.7) (0.3) (12.6) – – – (0.4) (14.0)
At 31 December 2021 17.8 3.0 199.8 8.8 – 1.1 21.3 251.8
Amortisation
At 1 January 2020 – (0.2) (0.3) (0.3) (32.7) (30.0) (17.2) (80.7)
Charge for year – (0.2) (0.5) (0.6) (2.4) (0.3) (1.6) (5.6)
Disposals – – – – – 30.0 – 30.0
Effects of foreign currency
exchange differences – – – – 0.1 – (0.2) (0.1)
At 31 December 2020 – (0.4) (0.8) (0.9) (35.0) (0.3) (19.0) (56.4)
Charge for year – (0.2) (0.8) (0.5) – (0.2) (0.6) (2.3)
Disposals – – – – 35.0 – – 35.0
Effects of foreign currency
exchange differences – – (0.9) (0.2) – – 0.3 (0.8)
At 31 December 2021 – (0.6) (2.5) (1.6) – (0.5) (19.3) (24.5)
Net book value
At 31 December 2021 17.8 2.4 1 97. 3 7. 2 – 0.6 2.0 2 2 7. 3
At 31 December 2020 4.9 2.9 6.0 7.9 – 0.8 0.7 23.2
On 18 May 2021, the Group completed the first closing of sites of the previously announced transaction with Free Senegal.
The group has acquired the passive infrastructure on 1,220 sites, colocation contracts and certain employee 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. As a result of this transaction, intangible assets have
been acquired comprising customer relationships and goodwill. Please refer to further details in Note 30.
On 2 November 2021, the Group completed the acquisition of Airtel 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 acquisition method. As a result of this transaction, intangible assets have been
acquired comprising customer relationships and goodwill. Please refer to further details in Note 30.
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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
2021
US$m
2020
US$m
2019 South Africa 4.5 4.9
2021 Senegal 5.3 –
2021 Madagascar 8.0 –
Total 17.8 4.9
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 change considerations.
Management uses contractual customer agreements at the time, independently assessed new tenancies based on the
expected growth in the markets and operating expense assumptions based on past experience in its cash flow
projections.
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 risk adjusted discount rate (South Africa
12.5%, Senegal 13.25% and Madagascar 15.0%) and also estimated long-term growth rates (South Africa 2.3%, Senegal
2.3% and Madagascar 2.3%). Due to the CGUs only recently being acquired, there is limited headroom in the impairment
model 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 break-even is
an increase of South Africa 0.2%, Madagascar 0.5% and Senegal 0.5%. The adjustment required to the future cash flows to
break-even is a decrease of South Africa 1.6%, Madagascar 2.7% and Senegal 3.0%. The adjustment required to the long
term growth rate to break-even is a decrease of South Africa 0.2%, Madagascar 0.4% and Senegal 0.4%.
Amortisation of intangibles are included within administrative expenses in the Consolidated Income Statement.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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12a. Property, plant and equipment
IT equipment
US$m
Fixtures and
fittings
US$m
Motor
vehicles
US$m
Site assets
US$m
Land
US$m
Leasehold
improve-
ments
US$m
Total
US$m
Cost
At 1 January 2020 18.5 1.4 4.5 1,192.7 8.9 3.1 1,229.1
Additions 4.0 0.1 0.6 91.9 – – 96.6
Reclassifications – – – 2.3 (2.3) – –
Disposals – – (0.5) (20.2) – – (20.7)
Effects of foreign currency exchange
differences 0.3 – – 2.1 0.2 0.1 2.7
At 31 December 2020 22.8 1.5 4.6 1,268.8 6.8 3.2 1 , 3 07.7
Additions 4.9 0.3 0.4 165.0 – 0.3 170.9
Additions on acquisition of subsidiary
undertakings – – – 111.7 – – 111.7
Disposals – – – (13.7) – – (13.7)
Effects of foreign currency exchange
differences (0.2) (0.2) (0.3) (23.7) (0.2) – (24.6)
At 31 December 2021 27. 5 1.6 4.7 1,508.1 6.6 3.5 1,552.0
Depreciation
At 1 January 2020 (10.6) (1.3) (3.2) (579.6) – (2.5) (5 97. 2)
Charge for the year (4.6) (0.1) (0.5) (122.8) (0.1) (0.3) (128.4)
Disposals – – 0.4 13.9 – – 14.3
Effects of foreign currency exchange
differences (0.2) – – (1.4) – (0.1) (1.7)
At 31 December 2020 (15.4) (1.4) (3.3) (689.9) (0.1) (2.9) (713.0)
Charge for the year (4.9) - (0.6) (136.4) – (0.3) (142.2)
Disposals – – – 11.6 – – 11.6
Effects of foreign currency exchange
differences 0.2 – 0.4 9.7 – – 10.3
At 31 December 2021 (20.1) (1.4) (3.5) (805.0) (0.1) (3.2) (833.3)
Net book value
At 31 December 2021 7. 4 0.2 1.2 703.1 6.5 0.3 718.7
At 31 December 2020 7.4 0.1 1.3 578.9 6.7 0.3 594.7
At 31 December 2021, the Group had US$96.5 million (2020: US$59.0 million) of expenditure recognised in the carrying
amount of items of site assets that were in the course of construction. On completion of the construction, they will remain
within the site assets balance, and depreciation will commence when the assets are available for use.
12b. Right-of-use assets
2021
US$m
2020
US$m
Right-of-use assets by class of underlying assets
Land 155.9 105.4
Buildings 5.0 3.7
Motor vehicles 0.2 0.1
161.1 109.2
Depreciation charge for right-of-use assets
Land 12.6 12.7
Buildings 2.5 1.3
Motor vehicles 0.2 –
15.3 14.0
As part of the acquisitions in Senegal and Madagascar, the Group acquired right-of-use assets of $17.5m and $3.6m
respectively (see Note 30). 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.
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13. Investments
The subsidiary companies of Helios Towers plc are as follows:
Effective shareholding
2021
Effective shareholding
2020
Name of subsidiary Country of incorporation Direct Indirect Direct Indirect
Helios Towers Chad Holdco Limited Mauritius – 100% – 100%
Helios Towers Africa LLP United Kingdom – 100% – 100%
Helios Towers Bidco Limited* United Kingdom – 100% – –
Helios Towers Chad Holdings Limited* United Kingdom – 100% – –
Helios Towers Congo Brazzaville SASU Republic of Congo – 100% – 100%
Helios Towers DRC S.A.R.L.
Democratic Republic
ofCongo
– 100% – 100%
Helios Towers FZ-LLC United Arab Emirates – 100% – 100%
Helios Towers Gabon Holdings Limited United Kingdom – 100% – –
Helios Towers Ghana Limited Ghana – 100% – 100%
Helios Towers, Ltd Mauritius 100% – 100% –
Helios Towers Madagascar Holdings Limited United Kingdom – 100% – 100%
Helios Towers Malawi Holdings Limited United Kingdom – 100% – 100%
Helios Towers Partners (UK) Limited United Kingdom – 100% – 100%
Helios Towers Senegal SAU Senegal – 100% – 100%
Helios Towers South Africa Holdings (Pty) Ltd South Africa – 100% – 100%
Helios Towers South Africa (Pty) Ltd South Africa – 100% – 100%
Helios Towers South Africa Services (Pty) Ltd South Africa – 100% – 100%
Helios Towers (SFZ) SPC* Oman – 100% – –
Helios Towers Tanzania Limited Tanzania – 100% – 100%
Helios Towers UK Holdings Limited United Kingdom 100% – 100% –
HS Holdings Limited Tanzania – 1% – 1%
HT Congo Brazzaville Holdco Limited Mauritius – 100% – 100%
HT DRC Infraco S.A.R.L.
Democratic Republic
ofCongo
– 100% – 100%
HT Holdings Tanzania Ltd Mauritius – 100% – 100%
HTA Group, Ltd Mauritius – 100% – 100%
HTA Holdings Ltd Mauritius – 100% – 100%
HTA (UK) Partner Ltd United Kingdom – 100% – 100%
HTG Managed Services Limited Ghana – 100% – 100%
HTSA Towers (Pty) Ltd South Africa – 100% – 100%
HTT Infraco Limited Tanzania – 100% – 100%
Madagascar Towers SA Madagascar – 100% – –
McRory Investment B.V. The Netherlands – 100% – 100%
McTam International 1 B.V. The Netherlands – 100% – 100%
Towers NL Coöperatief U.A. The Netherlands – 100% – 100%
HT Services Limited* Malawi – 100% – –
Helios Towers Group Services (Pty) Ltd* South Africa – 100% – –
All subsidiaries were incorporated in prior years, other than those marked *, which were incorporated in 2021. 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 186.
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 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 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.
All investments relate to ordinary shares.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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14. Inventories
2021
US$m
2020
US$m
Inventories 10.5 9.0
Inventories are primarily made up of fuel stocks of US$7.5 million (2020: US$5.9 million) and raw materials of US$3.0
million (2020: US$3.1 million). The impact of inventories recognised as an expense during the year in respect of continuing
operations was US$49.0 million (2020: US$51.8 million).
15. Trade and other receivables
2021
US$m
2020
US$m
Trade receivables 83.1 50.9
Loss allowance (6.0) (5.8)
77.1 45.1
Trade receivable from related parties – 37.1
77.1 82.2
Other receivables 96.5 49.1
VAT and withholding tax receivable 13.0 6.3
186.6 1 3 7.6
Loss allowance
2021
US$m
2020
US$m
Balance brought forward (5.8) (6.4)
Provision for impairment (0.2) –
Unused amounts reversed – 0.6
(6.0) (5.8)
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.
Additional detail on provision for impairment can be found in Note 26.
There has been no change in the estimation techniques or significant assumptions made during the current reporting
period. Interest can be charged on past due debtors. The normal credit period of services is 30 days.
Other receivables mainly comprise of contract assets of $47.2m (2020: $30.0m) and sundry receivables. $15.1m of new
contract assets were recognised in the year and $2.1m of contract assets at 31 December 2020 were recovered from
customers. Sundry receivables primarily include $24.1m in relation to the potential Oman transaction, which was paid into
an escrow as per the agreement with Omantel, this has been disclosed under cash flows from investing activities, $7.4m of
accrued income and $6.3m of deferred tax assets.
Of the trade receivables balance at 31 December 2021, 74% (31 December 2020: 84%) is due from five of the Group’s
largest customers. The Group does not hold any collateral or other credit enhancements over these balances nor does
it have a legal right of offset against any amounts owed by the Group to the counterparty.
Debtor days
The Group calculates debtor days as set out in the table below. It considers its most relevant customer receivables
exposure on a given reporting date to be the amount of receivables due in relation to the revenue that has been reported
up to that date. It therefore defines its net receivables as the total trade receivables and accrued revenue, less loss
allowance and deferred that has not yet been settled.
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Helios Towers plc Annual Report and Financial Statements 2021
15. Trade and other receivables (continued)
2021
US$m
2020
US$m
Trade receivables
(1)
83.1 88.0
Accrued revenue
(2)
7.4 11.0
Less: Loss allowance (6.0) (5.8)
Less: Deferred income
(3)
(2 7. 4) (32.6)
Net receivables 57.1 60.6
Revenue 449.1 414.0
Debtor days 46 53
(1) Trade receivables, including related parties.
(2) Reported within other receivables.
(3) Deferred income, as per Note 19, has been adjusted for US$18.4 million (2020: 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 2021, $11.0m (2020: $9.8m) of services had been provided to customers which had yet to meet the
Group’s probability criterion for revenue recognition under the Group’s accounting policies. Revenue for these services will
be recognised in the future as and when all recognition criteria are met.
16. Prepayments
2021
US$m
2020
US$m
Prepayments 43.3 39.3
Prepayments primarily comprise advance payments to suppliers. Included in prepayments are prepaid transaction costs
of US$4.2 million (2020: US$3.6 million) in relation to the US$200 million term facility and US$1.0 million (2020: US$0.9
million) in relation to the US$70 million revolving credit facility.
17. Cash and cash equivalents
2021
US$m
2020
US$m
Bank balances 528.9 179.7
Short-term deposits – 249.0
528.9 428.7
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits. Short-term deposits are defined
as deposits with an initial maturity of three months or less. Bank overdrafts (of which there are none) that are repayable on
demand form an integral part of the Group’s cash management are included as a component of cash and cash equivalents
for the purposes of the statement of cash flows.
18. Share capital and share premium
2021 2020
Number
of shares
(million) US$m
Number
of shares
(million) US$m
Authorised, issued and fully paid ordinary shares of £0.01 each 1,048 13.5 1,000 12.8
1,048 13.5 1,000 12.8
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$105.6 million.
The treasury shares represent the cost of shares in Helios Towers plc purchased in the market and held by the Helios
Towers plc EBT to satisfy options under the Group Share options plan. Treasury shares held by the Group as at
31 December 2021 are 1,076,697 (31 December 2020: 1,820,105).
Notes to the Financial Statements continued
For the year ended 31 December 2021
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19. Trade and other payables
2021
US$m
2020
US$m
Trade payables 13.5 12.7
Deferred income 45.8 51.0
Deferred consideration 63.5 4.1
Accruals 104.7 75.1
VAT, withholding tax, and other taxes payable 21.5 31.8
249.0 174.7
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
average credit period taken for trade purchases is 25 days (2020: 27 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$45.2 million (2020: US$61.5 million) from contract liabilities held on the balance
sheet at the start of the financial year. Contract liabilities are presented as deferred income in the table above.
Deferred consideration relates to consideration that is payable in the future for the purchase of certain tower assets which
the Group is committed to when certain conditions are met, to enable the transfer of ownership to Helios Towers.
Accruals consist of general operational accruals, accrued capital items, and goods received but not yet invoiced.
Trade and other payables are classified as financial liabilities and measured at amortised cost. These are initially
recognised at fair value and subsequently at amortised cost. These are expected to be settled within a year.
The Directors consider the carrying amount of trade payables approximates to their fair value due to their short-term nature.
20. Loans
2021
US$m
2020
US$m
Loans and bonds 1,295.5 989.4
Total loans and bonds 1,295.5 989.4
Current 2.8 2.6
Non-current 1,292.7 986.8
1,295.5 989.4
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. The Notes were issued at an issue price of 99.439% of the principal amount.
The proceeds of the Notes were used (i) to redeem US$600 million of HTA Group, Ltd.’s outstanding Senior Notes due
2022 (plus accrued interest), (ii) to repay all amounts outstanding under its US$125 million term facility (of which US$75
million was outstanding), (iii) to pay certain fees and expenses in relation to the Offering and (iv) with excess funds
available for general corporate purposes.
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Helios Towers plc Annual Report and Financial Statements 2021
20. Loans (continued)
In addition, on 9 September 2020 HTA Group, Ltd issued a further US$225 million aggregate principal amount of its
7.000% Senior Notes due 2025. The Additional Notes will be treated as a single class together with the Original Notes for
all purposes under the indenture. After giving effect to the issuance of these Additional Notes, the outstanding aggregate
principal amount of Notes will be US$975 million. The Notes were issued at an issue price of 106.25 of the principal amount.
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. This new term facility
replaced the existing US$125 million term facility, which was cancelled upon completion of the Offering on 19 June 2020.
Transaction fees related to this are reported in Prepayments (see Note 16).
Additionally, 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 and replaced the
previous US$60 million revolving credit facility, which was also cancelled on 19 June 2020. Transaction fees related to this
are reported in Prepayments (see Note 16).
The current portion of borrowings relates to accrued interest on the bonds and term loan interest payable within one year
of the balance sheet date.
Loans are classified as financial liabilities and measured at amortised cost. Refer to Note 26 for further information on the
Group’s financial instruments.
21. Lease liabilities
2021
US$m
2020
US$m
Short-term lease liabilities
Land 30.0 22.4
Buildings 2.8 1.1
Motor vehicles 0.2 –
33.0 23.5
2021
US$m
2020
US$m
Long-term lease liabilities
Land 146.7 105.0
Buildings 2.1 3.1
Motor vehicles 0.1 0.1
148.9 108.2
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$31.0 million (2020: US$25.5 million).
The profile of the outstanding undiscounted contractual payments fall due as follows:
Within
1 year
US$m
2–5 years
US$m
6–10 years
US$m
10+ years
US$m
Total
US$m
31 December 2021 33.0 110.2 111.4 278.9 533.5
31 December 2020 23.5 83.9 84.2 263.0 454.6
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.
2021
US$m
2020
US$m
Total contracted revenue 3,916.6 2,842.8
Notes to the Financial Statements continued
For the year ended 31 December 2021
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22. Uncompleted performance obligations (continued)
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of 31 December 2021 for each year
from 2022 to 2026, with local currency amounts converted at the applicable average rate for US Dollars for the year
ended 31 December 2021 held constant. Our contracted revenue calculation for each year presented assumes:
•
no escalation in fee rates;
•
no increases in sites or tenancies other than our committed tenancies;
•
our customers do not utilise any cancellation allowances set forth in their MLAs;
•
our customers do not terminate MLAs early for any reason; and
•
no automatic renewal.
Year ended 31 December
(US$m) 2022 2023 2024 2025 2026
Tanzania 177.7 176.7 176.5 176.5 120.9
DRC 190.5 191.4 191.1 164.2 139.0
Congo Brazzaville 27.9 28.0 28.0 18.0 11.0
Ghana 40.2 34.5 32.1 32.5 32.3
South Africa 6.0 6.2 6.3 6.2 5.9
Senegal 37.6 38.9 40.7 42.4 46.9
Madagascar 13.6 12.0 12.6 15.5 15.5
Total 493.5 4 8 7.7 4 8 7. 3 455.3 371.5
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this Note.
During the year, and in respect of the period for which the related party relationship was in existence, the Group
companies entered into the following commercial transactions with related parties:
2021 2020
Income
from
towers
US$m
Purchase of
goods
US$m
Income
from
towers
US$m
Purchase of
goods
US$m
Millicom Holding B.V. and subsidiaries
(1)
18.0 – 72.2 –
Nepic Pty
(2)
– – – 0.2
Total 18.0 – 72.2 0.2
2021 2020
Amount
owed by
US$m
Amount
owed to
US$m
Amount
owed by
US$m
Amount
owed to
US$m
Millicom Holding B.V. and subsidiaries
(1)
– – 3 7.1 –
Total – – 37.1 –
(1) Millicom Holding B.V is no longer a related party of Helios Towers plc as of June 2021.
(2) No longer classified as related party as of November 2020 as their shares were sold.
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. Based
on the ECL model, no provisions have been made for loss allowances in respect of the amounts owed by related parties.
Amounts receivable from the related parties related to other Group companies are short term and carry interest varying
from 0% to 15% per annum charged on the outstanding trade and other receivable balances (Note 15).
24. Other gains and losses
2021
US$m
2020
US$m
Fair value gain/(loss) on derivative financial instruments (28.0) 33.8
Fair value movement on forward contracts – 0.1
Fair value movement in contingent consideration – 6.2
(28.0) 40.1
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.
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Helios Towers plc Annual Report and Financial Statements 2021
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 become exercisable in tranches over a three-year period post-IPO. The award participants were entitled
to exercise some of the share options on IPO.
In the event an option holder becomes a ‘bad leaver’, any of their options which have not yet become exercisable will
lapse. Between the first anniversary and the third anniversary of admission to the London Stock Exchange, tranches
of each participant’s remaining entitlements (whether shares and/or options over shares) will cease to be subject to
forfeiture in accordance with a defined schedule.
Number of options 2021 2020
As at 1 January 1,769,864 2,085,596
Granted during the year – –
Exercised during the year (743,408) (315,732)
Forfeited during the year – –
At 31 December 1,026,456 1,769,864
Of which:
Vested and exercisable (723,047) (728,970)
Unvested 303,409 1,040,894
Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a probability-weighted expected returns methodology,
which is an appropriate future-orientated approach when considering the fair value of options/shares that have no
intrinsic value at the time of issue. In this case the expected future returns were estimated by reference to the expected
proceeds attributable to the underlying shares at IPO, as provided by management, including adjustments for expected
net debt, transaction costs and priority returns to other shareholders. This is then discounted into present value terms
adopting an appropriate discount rate. The capital asset pricing methodology was used when considering an appropriate
discount rate to apply to the pay-out expected to accrue to the share awards on realisation.
Key assumptions:
•
Expected exit dates 0 to 4 years;
•
Probability weightings up to 25%;
•
Expected range of exit multiples up to 10.0x;
•
Expected forecast Adjusted EBITDA across two scenarios (management case and downside case) and respective
probability weightings;
•
Estimated proceeds per share; and
•
Hurdle per share up to US$1.25.
The Group has in place one adopted discretionary share plan called the Helios Towers plc Employee Incentive Plan 2019
(the ‘EIP’), details of which are set out in this Note.
Employee Incentive Plan
Following 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.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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25. Share-based payments (continued)
Employee Incentive Plan (continued)
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.
Set out below are summaries of options granted under the EIP.
2021
Number
of options
2020
Number
of options
As at 1 January 4,227,737 4,271,821
Granted during the year 4,072,523 243,195
Exercised during the year – –
Forfeited during the year (604,573) (287,279)
As at 31 December 7,695,687 4 ,2 27,7 37
Vested and exercisable at 31 December
(1)
6,131 –
(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 2021 financial year in respect to the EIP was
US$2.0 million (2020: US$1.0 million). All share options outstanding as at 31 December 2021 have a remaining contractual
life of 8.5 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:
2020 LTIP Award
Relative
TSR
Adjusted
EBITDA ROIC
Grant date 19-Nov-19 19-Nov-19 19-Nov-19
Share price at grant date £1.22 £1.22 £1.22
Fair value as a percentage of the grant price 58.7% 100.0% 100.0%
Term to vest (years) 3.1 3.1 3.1
Expected life from grant date (years) 3.1 3.1 3.1
Volatility 30.5% n/a n/a
Risk-free rate of interest 0.5% n/a n/a
Dividend yield n/a n/a n/a
Average FTSE 250 volatility 30.5% n/a n/a
Average FTSE 250 correlation 14.0% n/a n/a
Fair value per share £0.72 £1.22 £1.22
2021 LTIP Award
Relative
TSR
Adjusted
EBITDA ROIC
Grant date 16-Mar-21 16-Mar-21 16-Mar-21
Share price at grant date £1.53 £1.53 £1.53
Fair value as a percentage of the grant price 58.2% 100.0% 100.0%
Term to vest (years) 2.8 2.8 2.8
Expected life from grant date (years) 2.8 2.8 2.8
Volatility 53.7% n/a n/a
Risk-free rate of interest 0.1% n/a n/a
Dividend yield n/a n/a n/a
Average FTSE 250 volatility 41.3% n/a n/a
Average FTSE 250 correlation 27.2 % n/a n/a
Fair value per share £0.89 £1.53 £1.53
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Helios Towers plc Annual Report and Financial Statements 2021
25. Share-based payments (continued)
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In September 2021, the Board
granted inaugural ‘HT SharingPlan’ Restricted Stock Unit (RSU) awards under the HT Global Share Purchase Plan rules.
All employees were granted awards of equal value and on the same terms. 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. The vesting of the awards is subject to continued employment with the Group.
2021
Number
of RSUs
2020
Number
of RSUs
As at 1 January – –
Granted during the year 740,826 –
Forfeited during the year (11,298) –
Vested during the year – –
As at 31 December 729,528 –
26. Financial instruments
Financial instruments held by the Group at fair value had the following effect on profit and loss:
31 December
2021
US$m
31 December
2020
US$m
Balance brought forward 88.8 41.0
Change in fair value of derivative financial instrument – US$600m 9.125% Senior Notes 2022 – (41.0)
Derivative financial instrument – US$975m 7.000% Senior Notes 2025 (28.0) 85.7
Currency forward contracts (3.1) 3.1
Balance carried forward 57.7 88.8
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.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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26. Financial instruments (continued)
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the year end is as follows:
2021
US$m
2020
US$m
Debt (net of issue costs) 1,477.4 1,121.1
Cash and cash equivalents (528.9) (428.7)
Net debt 948.5 692.4
Equity attributable to the owners 168.0 130.3
5.6x 5.3x
Debt is defined as long-term and short-term loans and lease liabilities, as detailed in Notes 20 and 21 respectively.
Equity includes all capital and reserves of the Group attributable to equity holders of the Company.
Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
2021
US$m
2020
US$m
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents 528.9 428.7
Trade and other receivables 173.6 131.3
702.5 560.0
Fair value through profit or loss:
Derivative financial assets 57.7 88.8
760.2 648.8
Financial liabilities
Amortised cost:
Trade and other payables 181.7 91.9
Lease liabilities 181.9 131.7
Loans 1,295.5 989.4
1,659.1 1,213.0
As at 31 December 2021 and 31 December 2020, the Group had no cash pledged as collateral for financial liabilities.
The Directors estimate the amortised cost of borrowings and cash and cash equivalents 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. The Group has exposure to Sterling (‘GBP’) and EURO (‘EUR’)
fluctuations, however, this is not considered material.
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.
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26. Financial instruments (continued)
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’), and South African Rand (‘ZAR’) through its main
operating subsidiaries.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:
Liabilities Assets
2021
US$m
2020
US$m
2021
US$m
2020
US$m
New Ghanaian Cedi 27.0 25.4 19.0 35.8
Malagasy Ariary 10.4 – 6.8 –
Tanzanian Shilling 86.9 70.6 39.3 49.8
South African Rand 22.1 23.5 11.4 8.8
Central African Franc 107.1 8.7 42.1 18.3
253.5 128.2 118.6 112.7
The prior year comparatives have been updated to be in line with the methodology of current year figures
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase in US Dollar against GHS, XAF, TZS, MGA and ZAR.
10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and
represents management’s assessment of the reasonable potential change in foreign exchange rates. The sensitivity
analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the
year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other
equity where US Dollar weakens 10% against the GHS, XAF, TZS or ZAR. For a 10% strengthening of US Dollar against the
GHS, XAF, TZS and ZAR, there would be an equal and opposite effect on the profit and other equity, on the basis that all
other variables remain constant.
Impact on profit or loss
2021
US$m
2020
US$m
New Ghanaian Cedi impact 0.8 (1.0)
Malagasy Ariary impact 0.4 –
Tanzanian Shilling impact 4.8 2.1
South African Rand 1.1 1.5
Central African Franc impact 6.5 (1.0)
This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS and ZAR receivables and payables in the
Group at the reporting date. In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign
exchange risk for the Group or the Company as the year-end exposure does not reflect the exposure during the year. The
Company is not significantly exposed to foreign currency fluctuations as most of its financial assets and financial liabilities
are denominated in its functional currency.
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 2021, 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.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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26. Financial instruments (continued)
Credit risk management (continued)
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 2021 31 December 2020
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 Remote risk 148.4 (0.1) 148.3 111.4 (0.3) 111.1
2 Low risk 11.2 (0.4) 10.8 10.6 (0.4) 10.2
3 Medium risk 0.2 – 0.2 – – –
4 High risk 18.6 (4.3) 14.3 13.2 (3.2) 10.0
5 Impaired 1.2 (1.2) – 1.9 (1.9) –
Total 179.6 (6.0) 173.6 1 3 7.1 (5.8) 131.3
Liquidity risk management
The Group has long-term debt financing through Senior Loan Notes of US$975 million due for repayment in December
2025. The Group has a revolving credit facility of US$70 million for funding general corporate and working capital needs.
As at 31 December 2021 the facility was undrawn and is available until December 2024. The Group has remained
compliant during the year to 31 December 2021 with all the covenants contained in the Senior Credit facility. In June 2020
HTA Group Ltd, a wholly owned subsidiary of the Group, signed a US$200 million term loan agreement. As at
31 December 2021 none of the available term loan balance was drawn.
Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining
adequate reserves of liquid funds and banking facilities and continuously monitoring forecast and actual cash flows
including consideration of appropriate sensitivities.
Non-derivative financial liabilities
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. The table below includes principal cash flows.
Within
1 year
US$m
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
31 December 2021
Non-interest bearing 181.7 – – – 181.7
Fixed interest rate instruments 35.8 29.9 1,373.1 390.2 1,829.0
217.5 29.9 1,373.1 390.2 2,010.7
31 December 2020
Non-interest bearing 91.9 – – – 91.9
Fixed interest rate instruments 26.1 23.0 1 ,0 47.7 3 47. 2 1,444.0
118.0 23.0 1 ,0 47.7 3 47. 2 1,535.9
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Helios Towers plc Annual Report and Financial Statements 2021
26. Financial instruments (continued)
Non-derivative financial assets
The following table details the Group’s expected maturity for other non-derivative financial assets. The table below has
been drawn up based on the undiscounted contractual maturities of the financial assets except where the Group
anticipates that the cash flow will occur in a different period.
Within
1 year
US$m
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
31 December 2021
Non-interest bearing 339.5 – – – 339.5
Fixed interest rate instruments 353.0 10.0 – – 363.0
692.5 10.0 – – 702.5
31 December 2020
Non-interest bearing 560.0 – – – 560.0
Fixed interest rate instruments – – - – –
560.0 – – – 560.0
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 2021,
a relative 5% increase in credit spread would result in an approximate US$5.7 million decrease in the valuation of the
embedded derivatives.
As at the reporting date, the call option had a fair value of US$57.7 million (31 December 2020: US$85.7 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 2020:
US$0 million). The increase in the fair value of the call option is attributable the tightening of the Group’s credit spread,
which is in line with the market movement.
The key assumptions in determining the fair value are: the quoted price of the bond as at 31 December 2021; the credit
spread; and the yield curve. The probabilities relating to change of control and major asset sale represent a reasonable
expectation of those events occurring that would be held by a market participant.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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26. Financial instruments (continued)
Derivative financial instruments assets (continued)
Within
1 year
US$m
1–2 years
US$m
2–5 years
US$m
5+ years
US$m
Total
US$m
31 December 2021
Net settled:
Embedded derivatives – – 57.7 – 5 7.7
– – 57.7 – 5 7.7
31 December 2020
Net settled:
Embedded derivatives – – 85.7 – 85.7
– – 85.7 – 85.7
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.
In the year ending 31 December 2021, the Tanzania Revenue Authority issued an initial assessment on a number of taxes
including corporate income tax, withholding tax and stamp duty for the financial years ending 2015 to 2018 inclusive. The
outstanding amount is approximately US$78.6 million. Responses have been submitted to the relevant tax authority in
relation to the assessments and remain under review with local tax experts and as such the impact, if any, is uncertain at
this time.
The Directors are working with their advisers and are in discussion with the tax authorities to bring the matters to
conclusion based on the facts. At this time, the Directors have identified no present obligations in relation to these tax
audits that would lead to material probable future cash outflows and therefore no provision has been made for these
amounts. The balances above represent the Group’s assessment of the maximum possible exposure for the years
assessed.
Other individually immaterial tax, and regulatory proceedings, claims and unresolved disputes are pending against Helios
Towers in a number of jurisdictions. The timing of resolution and potential outcome (including any future financial
obligations) of these are uncertain, but not considered probable and therefore no provision has been recognised in
relation to these matters.
Legal claims
Other individually immaterial legal and regulatory proceedings, claims and unresolved disputes are pending against Helios
Towers in a number of jurisdictions in respect of which the timing of resolution and potential outcome (including any
future financial obligations) are uncertain and no provisions have been recognised in relation to these matters.
28. Net debt
2021
US$m
2020
US$m
External debt (1,295.5) (989.4)
Lease liabilities (181.9) (131.7)
Cash and cash equivalents 528.9 428.7
Net debt (948.5) (692.4)
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Helios Towers plc Annual Report and Financial Statements 2021
28. Net debt (continued)
2021
At
1 January
2021
US$m
Cash flows
US$m
Other
(1)
US$m
At 31
December
2021
US$m
Cash and cash equivalents 428.7 102.3 (2.1) 528.9
External debt (989.4) (351.8) 45.7 (1,295.5)
Lease liabilities (131.7) 13.3 (63.5) (181.9)
Total financing liabilities (1,121.1) (338.5) (17.8) (1,477.4)
Net debt (692.4) (236.2) (19.9) (948.5)
2020
At
1 January
2020
US$m
Cash flows
US$m
Other
(1)
US$m
At 31
December
2020
US$m
Cash and cash equivalents 183.4 245.2 0.1 428.7
External debt (684.3) (279.8) (25.3) (989.4)
Lease liabilities (125.6) 8.3 (14.4) (131.7)
Total financing liabilities (809.9) (271.5) (39.7) (1,121.1)
Net debt (626.5) (26.3) (39.6) (692.4)
(1) Other includes foreign exchange and interest movements.
Refer to Note 20 for further details on the year-on-year movements in short-term loans and long-term loans.
29. Loss per share
Basic loss per share has been calculated by dividing the total loss for the year by the weighted average number of shares
in issue during the year after adjusting for shares held in the EBT.
To calculate diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential shares. Share options granted to employees where the exercise price is less than the
average market price of the Company’s ordinary shares during the year are considered to be dilutive potential shares.
Where share options are exercisable based on performance criteria and those performance criteria have been met during
the year, these options are included in the calculation of dilutive potential shares.
The Directors believe that Adjusted EBITDA per share is a useful additional measure to better understand the
performance of the business (refer to Note 4).
Loss per share is based on:
2021
US$m
2020
US$m
Loss after tax for the year attributable to owners of the Company (156.2) (36.7)
Adjusted EBITDA (Note 4) 240.6 226.6
2021
Number
2020
Number
Weighted average number of ordinary shares used to calculate basic earnings
per share 1,024,306,006 9 97, 517,010
Weighted average number of dilutive potential shares 84,788,045 6,527,541
Weighted average number of ordinary shares used to calculate diluted earnings
per share 1,109,094,051 1,004,044,551
Notes to the Financial Statements continued
For the year ended 31 December 2021
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Strategic ReportOverview Governance Report Financial Statements
29. Loss per share (continued)
Loss per share
2021
cents
2020
cents
Basic (15) (4)
Diluted (15) (4)
Adjusted EBITDA per share
2021
cents
2020
cents
Basic 23 23
Diluted 22 23
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$159.0 million (2020: US$36.7 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$240.6 million (2020: US$226.6 million). Refer to Note 4 for a reconciliation of Adjusted EBITDA to net
loss before tax.
30. Acquisition of subsidiary undertakings
The Senegal and Madagascar 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 fantastic
platform from the assets can be developed to serve the needs of all the MNOs in these markets.
Senegal
On 18 May 2021, the Group completed the acquisition of sites of the previously announced transaction with Free Senegal.
The Group has acquired the passive infrastructure on 1,207 sites, colocation contracts and certain employee 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$226.8 million. Goodwill arising
on this business combination has been allocated to the Senegal CGU.
The business combination had the following effect on the Group’s assets and liabilities:
Identifiable assets and liabilities acquired
18 May 2021
US$m
Assets
Fair value of property, plant and equipment 85.0
Fair value of intangible assets 171.0
Right-of-use assets 17. 5
Total assets 273.5
Liabilities
Other liabilities (4.9)
Lease liabilities (15.2)
Deferred income (1.9)
Deferred taxation (30.3)
Total liabilities (52.3)
Total net identifiable assets 221.2
Goodwill on acquisition 5.6
Total consideration 226.8
Consideration paid in cash 167.3
Deferred consideration 59.5
Total consideration 226.8
The identified goodwill reflects the intellectual capital of the workforce.
Deferred consideration is payable subject to timing of future closings of sites and to the committed BTS rollout up to
December 2025. This has been discounted to reflect the present value of future payments.
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Helios Towers plc Annual Report and Financial Statements 2021
30. Acquisition of subsidiary undertakings (continued)
The Group has assessed the fair value of assets acquired at US$273.5 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.
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$4.7 million. These costs have been included in deal costs (within
administrative expenses) in the Group’s Consolidated Income Statement. For the period from 18 May 2021 to 31 December
2021 this acquisition contributed revenue of US$23.4 million and a loss of US$19.6 million.
Madagascar
On 2 November 2021, the Group completed the acquisition of Airtel 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 acquisition method. The total consideration in respect of the transaction was
US$59.0m. Goodwill arising on this business combination has been allocated to the Madagascar CGU.
The fair value assessment of the assets and liabilities acquired includes a programme of site visits to ascertain the
condition of the assets acquired which, due to the effects of the Covid-19 pandemic on travel is still ongoing. The results
of these visits may result in updates to the provisional acquisition accounting within the 12 month period following the
acquisition in line with the requirements of IFRS 3. The below figures are therefore provisional
The business combination had the following effect on the Group’s assets and liabilities:
Identifiable assets and liabilities acquired:
2 November
2021
US$m
Assets
Fair value of property, plant and equipment 26.7
Fair value of intangible assets 34.6
Right of use assets 3.6
Other assets 1.6
Cash 0.1
Total assets 66.6
Liabilities
Other liabilities (3.6)
Lease liabilities (3.6)
Deferred taxation (8.4)
Total liabilities (15.6)
Total net identifiable assets 51.0
Goodwill on acquisition 8.0
Total consideration 59.0
Consideration paid in cash 46.8
Deferred consideration 12.2
Total consideration 59.0
The goodwill is attributable to the processes acquired.
Deferred consideration is payable subject to timing of future closings of sites and to the committed build-to-suit rollout up
to October 2024. This has been discounted to reflect the present value of future payments.
Notes to the Financial Statements continued
For the year ended 31 December 2021
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30. Acquisition of subsidiary undertakings (continued)
The Group has assessed the fair value of assets acquired at US$66.6 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 & 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$2.2 million. These costs have been included in deal costs (within
administrative expenses) in the Group’s consolidated income statement. For the period from 2 November to 31 December
2021 this acquisition contributed revenue of US$2.4 million and a profit of US$0.8 million.
The cash outflow in respect of acquisition of subsidiaries includes consideration of $167.3m in respect of Senegal,
consideration of $46.8m in respect of Madagascar, and $24.1 paid into an escrow account (classified as a receivable in the
31 December 2021 balance sheet; see note 15) in respect of the Group’s planned 2022 acquisition in Oman.
31. Subsequent events
In February 2022, the Congo Brazzaville tax authority issued an initial notification relating to corporate income tax for the
years 2020 and 2021. The claim amounts to US$26 million and the case is under review with local tax experts and as such
the impact, if any, is uncertain. At this time, the Directors have no reason to believe the Group tax filings will be materially
adjusted as a result of this matter. The amounts above represent the Group’s assessment of the maximum possible
exposure for the years assessed.
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Helios Towers plc Annual Report and Financial Statements 2021
Note
2021
US$m
2020
US$m
Non-current assets
Investments 3 1,240.2 1,192.7
1,240.2 1,192.7
Current assets
Trade and other receivables 4 45.5 36.4
Prepayments 0.3 0.1
Cash and cash equivalents 5 105.8 80.3
151.6 116.8
Total assets 1,391.8 1,309.5
Equity
Issued capital and reserves
Share capital 6 13.5 12.8
Share premium 105.6 –
Share-based payments reserves 12.4 10.9
Other reserves 7.2 7. 2
Retained earnings 1,244.5 1,254.6
Total equity 1,383.2 1,285.5
Current liabilities
Trade and other payables 7 8.6 24.0
Total liabilities 8.6 24.0
Total equity and liabilities 1,391.8 1,309.5
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 (2020: US$3.7 million).
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on 16 March 2022 and signed on its
behalf by:
Kash Pandya Manjit Dhillon
Company Statement of financial position
As at 31 December
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Strategic ReportOverview Governance Report Financial Statements
Share
capital
US$m
Share
premium
US$m
Other
reserves
US$m
Share-
based
payments
reserves
US$m
Retained
earnings
US$m
Attributable
to the
owners of
the
Company
US$m
Total
equity
US$m
Balance at 1 January 2020 12.8 – 7. 2 10.0 1,258.3 1,288.3 1,288.3
Total comprehensive loss for the year – – – – (3.7) (3.7) (3.7)
Transactions with owners:
Share-based payments – – – 0.9 – 0.9 0.9
Balance at 31 December 2020 12.8 – 7. 2 10.9 1,254.6 1,285.5 1,285.5
Total comprehensive loss for the year – – – – (10.1) (10.1) (10.1)
Transactions with owners:
Issue of share capital 0.7 105.6 – – – 106.3 106.3
Share-based payments – – – 1.5 – 1.5 1.5
Balance at 31 December 2021 13.5 105.6 7.2 12.4 1,244.5 1,383.2 1,383.2
Share-based payments reserves relate to share options awarded.
Company Statement of changes in equity
For the year ended 31 December 2021
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Notes to the Company Financial Statements
For the year ended 31 December 2021
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
re-translated 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.
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2. Accounting policies (continued)
Financial instruments (continued)
(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.
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.
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.
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.
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Helios Towers plc Annual Report and Financial Statements 2021
2. Accounting policies (continued)
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
2021
US$m
2020
US$m
Cost
Brought forward 1,192.7 1,165.1
Additions in the year 47. 5 27.6
Carried forward at 31 December 1,240.2 1,192.7
Provision for impairment
Brought forward – –
Carried forward at 31 December – –
Net book value as at 31 December 1,240.2 1,192.7
Details of the Company’s subsidiary undertakings are set out in Note 13 in the Consolidated Financial Statements of the
Group.
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies
Act 2006 for the year ended 31 December 2021.
Name Company number
Helios Towers UK Holdings Limited 12861165
Helios Towers Malawi Holdings Limited 13074060
Helios Towers Bidco Limited 13325881
Helios Towers Madagascar Holdings Limited 13074064
Helios Towers Partners (UK) Limited 11849776
HTA(UK) Partner Limited 07564867
Helios Towers Africa LLP OC352332
No event triggering a possible impairment was identified in the current year and, therefore, no impairment test was
performed.
4. Trade and other receivables
2021
US$m
2020
US$m
Amounts receivable from related parties 45.5 36.4
Amounts receivable from related parties are unsecured, interest free and repayable on demand.
5. Cash and cash equivalents
2021
US$m
2020
US$m
Bank balances 105.8 80.3
Notes to the Company Financial Statements continued
For the period ended 31 December 2021
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6. Share capital
2021 2020
Number
of shares
(millions) US$m
Number
of shares
(millions) US$m
Authorised, issued and fully paid
Ordinary shares of £0.01 each 1,048 13.5 1,000 12.8
1,048 13.5 1,000 12.8
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$109.3 million.
7. Trade and other payables
2021
US$m
2020
US$m
Amounts payable to related parties 8.6 24.0
Amounts payable to related parties are unsecured, interest free and repayable on demand.
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List of subsidiaries
Name of subsidiary Registered office address
Helios Towers Africa LLP 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Partners (UK) Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
HTA (UK) Partner Ltd 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers UK Holdings Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Madagascar Holdings
Limited
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Malawi Holdings Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Chad Holdings Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Gabon Holdings Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers Bidco Limited 10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Helios Towers, Ltd. Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HTA Holdings, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HTA Group, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HT Congo Brazzaville Holdco Limited Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HT Holdings Tanzania, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Helios Chad Holdco Limited Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Helios Towers Congo Brazzaville SASU
1st Floor TPI Building, Boulevard Denis Sassou-Nguesso, opposite the
SCLOG, Mpila, Brazzaville, Congo
Helios Towers DRC SARL 1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
HT DRC Infraco SARL 1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
Helios Towers Tanzania Limited
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297,
Oysterbay, Dar Es Salaam, Tanzania
HTT Infraco Limited
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297,
Oysterbay, Dar Es Salaam, Tanzania
HS Holdings Limited
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297,
Oysterbay, Dar Es Salaam, Tanzania
Helios Towers Ghana Limited
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409,
Cantonments, Accra-Ghana
HTG Managed Services Limited
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409,
Cantonments, Accra-Ghana
Towers NL Cooperatief U.A. EDGE Amsterdam West (Basisweg 10, 1043 AP, Amsterdam)
McTam International 1 B.V. Oslo 1, 2993 LD Barendrecht, The Netherlands
McRory Investment B.V. Oslo 1, 2993 LD Barendrecht, The Netherlands
Helios Towers South Africa Holdings
(Pty) Ltd
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand,
Gauteng, 1686
Helios Towers South Africa (Pty) Ltd
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand,
Gauteng, 1686
Helios Towers South Africa Services
(Pty) Ltd
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand,
Gauteng, 1686
Helios Towers Group Services (Pty) Ltd
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand,
Gauteng, 1686
HTSA Towers (Pty) Ltd
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand,
Gauteng, 1686
Helios Towers FZ-LLC DIC, Unit 102, Floor 1, Building 5, Dubai Internet City, United Arab Emirates
Helios Towers Senegal SAU
Dakar (Sénégal), Résidence Malaado Plaza, Tour de l’œuf, Point E, 5e étage
Bâtiment
Helios Towers (SFZ) SPC Salalah Free Zone, PO Box 87, Postal code: 217
HT Services Limited 2nd Floor, Glass House, Area 14, Lilongwe, Malawi
Madagascar Towers SA Immeuble S, Lot II J 1 AA Morarano Alarobia, Antananarivo, Madagascar
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Officers, professional advisors
and shareholder information
Directors
(as at 31 December 2021)
Sir Samuel Jonah
Kash Pandya
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
David Wassong
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
Company Secretary
Paul Barrett
Registered office
10th Floor
5 Merchant Square West
London
United Kingdom
W2 1AS
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
Registrar
Computershare Investor services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Financial PR
FTI Consulting
200 Aldersgate Street
Barbican
London
EC1A 4HD
Shareholder Information
Corporate website
The Company’s website at
www.heliostowers.com provides
information for shareholders including:
•
Company news and information;
•
the Company’s governance
arrangements;
•
Sustainable Business Strategy;
•
the Company’s business model; and
•
the Company’s values and approach.
There is also a dedicated investors’
section at www.heliostowers.com/
investors/investor-home/ which
contains up to date information for
shareholders and future investors
including:
•
results, reports and presentations;
•
regulatory announcements;
•
share price data;
•
our financial calendar; and
•
our recent M&A transactions and
financing projects.
Sustainable Business Report
The Company’s Sustainable Business
Report 2021 can be found at
www.heliostowers.com/investors/.
Registrar contact details
All general queries about holdings
of ordinary shares in the Company
should be addressed to the Company’s
Registrar, Computershare Investor
Services PLC, at the address opposite
or:
Online: www.investorcentre.co.uk/help
Telephone for both UK and overseas
shareholders: +44 (0)370 703 6049
Text phone: +44 (0)370 702 0005
Electronic Communications
By registering to receive shareholder
documentation from Helios Towers plc
electronically shareholders can benefit
from being able to:
•
view the Annual Report and
Financial Statements on the day
it is published;
•
receive an email alert when
shareholder documents are
available;
•
cast their AGM vote electronically;
and
•
manage their shareholding quickly
and securely online, through
Computershare.
Electronic shareholder
communications creates
environmental benefits through
reduced use of printing, paper
and couriers.
For further information and to
register for electronic shareholder
communications, visit
www.investorcentre.co.uk.
Shareholder security
Companies have become aware that
shareholders have been 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 at the Financial
Conduct Authority’s website at
www.fca.org.uk/scamsmart.
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Helios Towers plc Annual Report and Financial Statements 2021
We have prepared the interim 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, plantand 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 free cash flow’ means portfolio free cash
flow less net payment of interest and discretionary
capital additions.
‘Adjusted gross margin’ means Adjusted Gross Profit,
dividedby revenue.
‘Adjusted gross profit’ means gross profit adding
back site and warehouse depreciation.
‘Airtel’ means Airtel Africa.
‘ALU’ means average lease-up, the number of colocation
tenancies added to our portfolio in a defined period of time
divided by the average number of total sites for the same
period of time, excluding colocations acquired as part of
site acquisitions reported as of a certain date.
‘amendment colocation tenant’ means tenants that add or
modify equipment, taking up additional space, wind load
capacity and/or power consumption under an existing
lease agreement. The Group calculates amendment
colocations on a weighted basis as compared to the
market average rate for a standard tenancy in the month
the amendment is added.
‘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.
‘Announced markets/Announced new markets’:
Announced markets reflects signed acquisition agreements
with both Omantel and Airtel Africa Group Companies
(‘Airtel Africa’) for their respective tower portfolios in Oman
and Malawi, in addition to a memorandum of understanding
arrangement for the potential acquisition of Airtel Africa’s
tower portfolio in Gabon. All are subject to completion.
‘Annualised Adjusted EBITDA’ means Adjusted EBITDA for
the last three months of the respective period, multiplied by
four, adjusted to reflect the annualised contribution from
acquisitions that have closed in the last three months of
the respective period.
‘Annualised portfolio free cash flow’ means portfolio free
cash flow for the respective period, adjusted to annualise
for the impact of acquisitions closed during the period.
‘average remaining life’ means the average of the
periods through the expiration of the term under
certain agreements.
‘APMs’ Alternative Performance Measures are measures of
financial performance, financial position or cashflows that
are not defined or specified under IFRS but used by the
Directors internally to assess the performance of the Group.
‘build-to-suit/BTS’ means sites constructed by our
Group onorder by a MNO.
‘CAGR’ means compound annual growth rate.
‘Carbon Reduction Roadmap’ refers to Carbon Reduction
Roadmap 2021 presented by Helios Towers, Plc on
25th November 2021.
‘Chad’ means Republic of Chad.
‘CODM’ means Chief Operating Decision Maker.
Glossary
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‘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
inaddition 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 ofCongo.
‘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.
‘DRC’ means Democratic Republic of Congo.
‘edge data centre’ means secure temperature-controlled
technical facilities which are smaller than a standard core
network data centre and positioned on the edge of a
telecommunications network. They are used by operators
to regenerate fibre signal, deliver cloud computing
resources or cache streaming content for local users.
‘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.
‘Free Senegal’ means Saga Africa Holdings Limited SA
(which operates under the ‘Free’ trademark).
‘Free Senegal MTSA’ means the MTSA with Free Senegal
for the provision of hosting and energy services on the
acquired sites and build-to-suit sites.
‘Free Senegal site acquisition’ means the acquisition of
1,207 sites in Senegal from Free Senegal and the entry
into the Free Senegal MTSA.
‘Gabon’ means Gabonese Republic.
‘Ghana’ means the Republic of Ghana.
‘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.
‘GSM’ means Global System for Mobile Communication,
astandard for digital mobile communications.
‘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.
‘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 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.
‘HSE’ means Health, Safety and Environment.
‘IBS’ means in-building cellular enhancement.
‘ISA’ means individual site agreement.
‘ISP’ means Internet Service Provider.
‘IFRS’ means International Financial Reporting Standards
as adopted by the European Union.
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Helios Towers plc Annual Report and Financial Statements 2021
Glossary continued
‘independent tower company’ means a tower company
that is not affiliated with a telecommunications operator.
‘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.
‘liquidated damages’ means provisions that generally
require the Group to make a payment to the customer,
most often by means of set-off against service fees payable
by the customer, if the Group fails to uphold a specified
level of uptime.
‘Madagascar’ means Republic of Madagascar.
‘Malawi’ means Republic of Malawi.
‘maintenance capital expenditure’ means capital
expenditures for periodic refurbishments and replacement
of parts and equipment to keep existing sites in service.
‘maintained sites’ means sites that are maintained by
the Group on behalf of a telecommunications operator
but which are not marketed by the Group to other
telecommunications operators for colocation (and in
respect of which the Company has no right to market).
‘managed sites’ means sites that the Group currently
manages but does not own due to either: (i) certain
conditions for transfer under the relevant acquisition
documentation, ground lease and/or law not yet being
satisfied; or (ii) the site being subject to an agreement
with the relevant MNO under which the MNO retains
ownership and outsources management and marketing
to the Company.
‘Mauritius’ means the Republic of Mauritius.
‘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.
‘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.
‘net debt’ means gross debt less adjusted cash and
cash equivalents.
‘net leverage’ means net debt divided by last quarter
annualised Adjusted EBITDA.
‘net receivables’ means total trade receivables (including
related parties) and accrued revenue, less deferred income.
‘NOC’ means network operating centre.
‘Oman’ means Sultanate of Oman.
‘online site’ means a site which is operating and
generating revenue.
‘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 and Madagascar.
‘owned sites’ means freehold or leasehold sites where we
own the telecommunications passive infrastructure and any
equipment relating to power provision and security. We are
responsible for maintaining and securing the site as well as
obtaining the relevant permits and, if applicable, ground
leases relating to the sites.
‘performance against SLA’ means with respect to a given
customer, the uptime achieved for a given period divided
bythe maximum required contractual downtime in such
customer’s SLA, as applicable.
‘Portfolio free cash flow’ defined as Adjusted EBITDA less
maintenance and corporate capital additions, payments of
lease liabilities (including interest and principal repayments
oflease 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.
‘Principal Shareholders’ means Millicom Holding B.V.,
Quantum Strategic Partners, Ltd., Lath Holdings Ltd., ACM
Africa Holdings, LP, RIT Capital Partners plc, IFC African,
Latin American and Caribbean Fund, LP and International
Finance Corporation.
‘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.
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‘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.
‘small cells’ means low-powered cellular radio access
nodes that operate in licensed and unlicensed spectrum
that have arange of ten metres to a few kilometres.
‘South Africa’ means the Republic of South Africa.
‘standard colocation’ means tower space under a standard
tenancy site contract rate and configuration with defined
limits in terms of the vertical space occupied, the wind load
and power consumption.
‘standard colocation tenant’ means a customer occupying
tower space under a standard tenancy lease rate and
configuration with defined limits in terms of the vertical
space occupied, the wind load and power consumption.
‘strategic suppliers’ means suppliers that deliver products
orprovide us with services deemed critical to executing
our strategy such as site maintenance and batteries.
‘Sub-Saharan Africa’ or ‘SSA’ means African countries
that are fully or partially located south of the Sahara.
‘Tanzania’ means the United Republic of Tanzania.
‘telecommunications operator’ means a company licensed
by the government to provide voice and data
communications services.
‘tenancy’ means a space leased for installation of a base
transmission site and associated antennae.
‘tenancy ratio’ means the total number of tenancies divided
by the total number of our sites as of a given date and
represents the average number of tenants per site within
a portfolio.
‘tenant’ means an MNO that leases vertical space on the
tower and portions of the land underneath on which
it installs its equipment.
‘Tigo’ refers to one or more subsidiaries of Millicom that
operate under the commercial brand ‘Tigo’.
‘total colocations’ means standard colocations plus
amendment colocations as of a given date.
‘total online sites’ or ‘total sites’ means total towers, IBS
sites, edge data centres or sites with customer equipment
installed on third-party infrastructure that are owned and/
or managed by the Company with each reported site
having at least one active customer tenancy as of
a given date.
‘total tenancies’ means total anchor, standard and
amendment colocation tenants as of a given date.
‘tower contract’ means the MLA and ISA 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).
‘tower sites’ means ground-based towers and rooftop
towers and installations constructed and owned by us on
property (including a rooftop) that is generally owned or
leased by us.
‘UK Corporate Governance Code’ means the UK Corporate
Governance Code published by the Financial Reporting
Council and dated July 2018, as amended from time
to time.
‘upgrade capex’ or ‘upgrade capital expenditure’
comprises structural, refurbishment and consolidation
activities carried out on selected acquired sites.
‘Viettel’ means Viettel Tanzania Limited.
‘Vodacom’ means Vodacom Group Limited.
‘Vodacom Tanzania’ means Vodacom Tanzania plc.
‘Zantel’ means Zantel Telecom 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.
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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.
This report has been printed on
material which is certified by the Forest
Stewardship Council. The paper is made
at a mill with ISO 14001 Environmental
Management System accreditation.
Printed using vegetable oil based inks,
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Registered office address
10th Floor
5 Merchant Square West
London
W2 1AS
T: +44 (0) 207 871 3670
F: +44 (0) 207 235 6542
Registered Company Number
12134855
Helios Towers plc Annual Report and Financial Statements 2021
www.heliostowers.com