REG - Helios Towers PLC - Q1 2024 Results

Helios TowersAnnouncement

16/05/2024 07:00

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RNS Number : 6300O  Helios Towers PLC  16 May 2024

HELIOS TOWERS plc

 

Unaudited trading update for the three months ended 31 March 2024

 

+21% year-on-year Adjusted EBITDA and portfolio free cash flow growth

 

+761 tenancy additions year-to-date

 

2024 guidance reiterated

 

 

London, 16 May 2024: Helios Towers plc ("Helios Towers", "the Group" or "the
Company"), the independent

telecommunications infrastructure company, today announces results for the
three months to 31 March 2024 ("Q1 2024").

 

 

                                        Q1 2024  Q1 2023  Change  Q1 2024  Q4 2023  Change
 Sites                                  14,166   13,684   +4%     14,166   14,097   +0%
 Tenancies                              27,686   25,120   +10%    27,686   26,925   +3%
 Tenancy ratio                          1.95x    1.84x    +0.11x  1.95x    1.91x    +0.04x
 Revenue (US$m)                         194.6    170.8    +14%    194.6    187.3    +4%
 Adjusted EBITDA (US$m)(1)              102.2    84.7     +21%    102.2    100.7    +1%
 Adjusted EBITDA margin(1)              53%      50%      +3ppt   53%      54%      -1ppt
 Operating profit (US$m)                67.3     33.0     +104%   67.3     33.5     +101%
 Portfolio free cash flow (US$m)(1)     69.9     57.7     +21%    69.9     71.1     -2%
 Cash generated from operations (US$m)  55.8     36.2     +54%    55.8     78.8     -29%
 Net debt (US$m)(1)                     1,812.1  1,734.2  +4%     1,812.1  1,783.1  +2%
 Net leverage(1,2)                      4.4x     5.1x     -0.7x   4.4x     4.4x     -

 

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

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

 

Tom Greenwood, Chief Executive Officer, said:

 

"We have started the year well, continuing the momentum from 2023 to deliver
strong operational and financial performance with revenue and Adjusted EBITDA
increasing 14% and 21% year-on-year respectively. This was one of our
strongest quarters for tenancy additions, supporting tenancy ratio expansion
to close to 2.0x and towards our 2026 target of 2.2x.

 

We were also delighted to see Moody's upgrading our credit rating from B2 to
B1, and S&P from B to B+, driven by the Company's track record,
diversification and cash flow generation.

 

Looking forward, we reiterate our full-year guidance as we continue to focus
on organic growth, deleveraging and an inflection in our free cash flow."

 

Financial highlights

Solid progress towards FY 2024 guidance driven by tenancy growth, underpinned
by a growing base of contracted revenues that feature CPI and power price
protections

 

·     Revenue increased by 14% year-on-year to US$194.6m (Q1 2023:
US$170.8m), driven by tenancy growth

o  Q1 2024 revenue increased by 4% quarter-on-quarter (Q4 2023: US$187.3m)

 

·     Adjusted EBITDA increased by 21% year-on-year to US$102.2m (Q1 2023:
US$84.7m), driven by tenancy growth and margin accretive tenancy ratio
expansion

o  Q1 2024 Adjusted EBITDA increased by 1% quarter-on-quarter to US$102.2m
(Q4 2023: US$100.7m)

 

·     Adjusted EBITDA margin increased 3ppt year-on-year to 53% (Q1 2023:
50%), driven by +0.11x tenancy ratio expansion

 

·     Operating profit increased by 104% year-on-year to US$67.3m (Q1 2023:
US$33.0m), largely driven by Adjusted EBITDA growth and lower depreciation,
following an update to tower asset depreciation policy from up to 15 years to
up to 30 years

o  The business generated a profit before tax of US$15.2m (Q1 2023: loss
before tax $25.1m), driven by the growth in operating profit

 

·     Portfolio free cash flow increased by 21% year-on-year to US$69.9m
(Q1 2023: US$57.7m), in line with Adjusted EBITDA expansion

o  Q1 2024 portfolio free cash flow decreased by 2% quarter-on-quarter to
US$69.9m (Q4 2023: US$71.1m), reflecting timing of maintenance and corporate
capital additions

 

·     Cash generated from operations increased by 54% year-on-year to
US$55.8m (Q1 2023: US$36.2m), driven by Adjusted EBITDA growth

o  Q1 2024 cash generated from operations decreased by 29% quarter-on-quarter
to US$55.8m (Q4 2023: US$78.8m), driven by seasonal working capital outflows
due to timing of customer receipts

 

·     Net leverage decreased by 0.7x year-on-year to 4.4x (Q1 2023: 5.1x)
and remained flat quarter-on-quarter (Q4 2023: 4.4x)

 

·     Business is underpinned by future contracted revenues of US$5.7bn
(Q1 2023: US$4.8bn), of which 99% is from multinational MNOs, with an average
remaining initial life of 7.7 years (Q1 2023: 7.3 years)

 

Operational highlights

Consistent and strong tenancy growth supporting tenancy ratio expansion
towards 2.0x

 

·     Sites increased by 482 year-on-year to 14,166 sites (Q1 2023: 13,684
sites)

o  Increased by 69 quarter-on-quarter

 

·     Tenancies increased by 2,566 year-on-year to 27,686 tenants (Q1 2023:
25,120 tenants)

o  Increased by 761 quarter-on-quarter

 

·     Tenancy ratio increased by 0.11x to 1.95x (Q1 2023: 1.84x)

o  Increased by 0.04x quarter-on-quarter to 1.95x (Q4 2023: 1.91x)

 

2024 Outlook and guidance(1)

 

·     The Group reaffirms its FY 2024 guidance:

 

o  Organic tenancy additions of 1,600 - 2,100

o  Adjusted EBITDA of US$405m - US$420m

o  Portfolio free cash flow of US$275m - US$290m

o  Capital expenditure of US$150m - US$190m

§ Of which c.US$45m is anticipated to be non-discretionary capital
expenditure

o  Net leverage below 4.0x

o  Neutral free cash flow(2)

 

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

2      Excluding the closing of a potential second acquisition (of 227
further sites) in Oman, as previously announced on 8 December 2022.

 

 

For further information go to:

www.heliostowers.com (http://www.heliostowers.com/)

 

Investor Relations

Chris Baker-Sams - Head of Strategic Finance and Investor Relations

+44 (0)782 511 2288

 

Media relations

Edward Bridges / Rob Mindell FTI Consulting LLP

+44 (0)20 3727 1000

 

 

Helios Towers' Management will host a conference call for analysts and
institutional investors at 09.30 BST on Thursday 16 May 2024. For thebest user
experience, please access the conference via the webcast. You can pre-register
and access the event using the link below:

 

Registration Link - Helios Towers Q1 2024 Results Conference Call (https://www.investis-live.com/heliostowers/66057a32d21bd70d002be08e/mdpi)

Event Name: Q12024

Password: HELIOS

 

If you are unable to use the webcast for the event, or if you intend to
participate in Q&A during the call, please dial in using the details
below:

 

 Europe & International      +44 203 936 2999
 South Africa (local)        +27 87 550 8441
 USA (local)                 +1 646 664 1960
 Passcode:                   217147

 
 
Upcoming Conferences and Events
 
Helios Towers management is expected to participate in the upcoming conferences outlined below:

•    BofA Emerging Markets Corporate Conference (Miami) - 29 to 31 May
2024

•    BofA C-Suite TMT Conference (London) - 11 June 2024

•    Morgan Stanley Global Tower Day (Virtual) - 25 June 2024

•    Barclays Emerging Markets ESG Corporate Day (Virtual) - 27 June 2024

 

 

Change of Registered Office Address

 

The Company announces that its registered office address will change from 10th
Floor, 5 Merchant Square West, London, W2 1AS, to Level 21, 8 Bishopsgate,
London, EC2N 4BQ with effect from 20 May 2024.

 

 

About Helios Towers

 

·     Helios Towers is a leading independent telecommunications
infrastructure company, having established one of the most extensive tower
portfolios across Africa and the Middle East. It builds, owns and operates
telecom passive infrastructure, providing services to mobile network
operators.

·     Helios Towers owns and operates over 14,000 telecommunication tower
sites in nine countries across Africa and the Middle East.

·     Helios Towers pioneered the model in Africa of buying towers that
were held by single operators and providing services utilising the tower
infrastructure to the seller and other operators. This allows wireless
operators to outsource non-core tower-related activities, enabling them to
focus their capital and managerial resources on providing higher quality
services more cost-effectively.

 

 

Alternative Performance Measures

 

The Group has presented a number of Alternative Performance Measures ("APMs"),
which are used in addition to IFRS statutory performance measures. The Group
believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful
information on the performance of the business. These APMs are consistent with
how the business performance is planned and reported within the internal
management reporting to the Board. Profit/(Loss) before tax, gross profit,
non-current and current loans and long-term and short-term lease liabilities
are the equivalent statutory measures (see 'Certain defined terms and
conventions'). For more information on the Group's Alternative Performance
Measures, see the Group's Annual report for the year ended 31 December 2023,
publishedon the Group's website. Reconciliations of APMs to the equivalent
statutory measure are included in the Group's Half-Year and Annual financial
reports.

 

 

 

Financial and operating metrics

Key metrics

For the three months ended 31 March:

 

                                           Group                Middle East & North Africa(3)               East & West Africa(4)               Central & Southern Africa(5)
                                           2024    2023         2024               2023                     2024           2023                 2024                      2023
                                           US$m    US$m         US$m               US$m                     US$m           US$m                 US$m                      US$m

 Sites at period end                       14,166  13,684  2,531                   2,519              6,431                6,322          5,204              4,843
 Tenancies at period end                   27,686  25,120  3,657                   3,072              12,946               12,363         11,083             9,685
 Tenancy ratio at period end               1.95x   1.84x   1.44x                   1.22x              2.01x                1.96x          2.13x              2.00x
 Revenue for the period                    194.6   170.8   16.9                    13.3               79.4                 76.7           98.3               80.8
 Adjusted gross margin(1)                  64%     61%     80%                     77%                67%                  66%            58%                55%
 Adjusted EBITDA for the period            102.2   84.7    12.2                    8.8                49.4                 46.8           49.5               36.6
 Adjusted EBITDA Margin(2) for the period  53%     50%     72%                     66%                62%                  61%            50%                44%

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

2 Group Adjusted EBITDA for the period includes corporate costs of US$8.9
million (2023: US$7.5 million).

3 Middle East & North Africa ('MENA') segment reflects the Company's
operations in Oman.

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

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

 

Total tenancies

As at 31 March:

 

                               Group               MENA                                 East & West Africa
                               Group               Oman              Tanzania           Senegal                          Malawi
                               2024    2023        2024   2023       2024   2023        2024          2023               2024  2023

 Standard colocation tenants   11,349  9,984       888    543        4,969  4,708       102           89            525        474
 Amendment colocation tenants  2,171   1,452       238    10         835    739         30            3             54         28
 Total colocation tenants      13,520  11,436      1,126  553        5,804  5,447       132           92            579        502
 Total sites                   14,166  13,684      2,531  2,519      4,180  4,195       1,455         1,361         796        766
 Total tenancies               27,686  25,120      3,657  3,072      9,984  9,642       1,587         1,453         1,375      1,268
 Tenancy ratio                 1.95x   1.84x       1.44x  1.22x      2.39x  2.30x       1.09 x        1.07x         1.73x      1.66x

 

 

                                                                       Central & Southern Africa
                               DRC               Congo Brazzaville                 Ghana                        South Africa              Madagascar
                               2024   2023       2024       2023                   2024        2023             2024          2023        2024    2023

 Standard colocation tenants   3,299  2,792      192        189        986                     855         248         242           140          92
 Amendment colocation tenants  445    253        34         33         388                     354         115         24            32           8
 Total colocation tenants      3,744  3,045      226        222        1,374                   1,209       363         266           172          100
 Total sites                   2,591  2,326      549        513        1,096                   1,116       378         373           590          515
 Total tenancies               6,335  5,371      775        735        2,470                   2,325       741         639           762          615
 Tenancy ratio                 2.45x  2.31x      1.41x      1.43x      2.25x                   2.08x       1.96x       1.71x         1.29x        1.19x

 

 

Revenue

Revenue increased by 14% to US$194.6m in the three-month period ended 31 March
2024 (Q1 2023: US$170.8m). The increase was largely driven by the growth in
total tenancies from 25,120 as of 31 March 2023 to 27,686 as of 31 March 2024,
complemented by CPI and power price escalations. For the period ended 31 March
2024, 99% of revenues were from multinational MNOs and 67% were denominated in
US Dollar, CFA Franc (which is pegged to the Euro) or Omani Rial (which is
pegged to the US Dollar).

 

Contracted revenue

The following table provides our total undiscounted contracted revenue by
region as of 31 March 2024 for each of the periods from 2024 to 2028, with
local currency amounts converted at the applicable average rate for US Dollars
for the period ended 31 March 2024 held constant. Our contracted revenue
calculation for each year presented assumes: (i) no escalation in fee rates,
(ii) no increases in sites or tenancies other than our committed tenancies,
(iii) our customers do not utilise any cancellation allowances set forth in
their MSAs, (iv) our customers do not terminate MSAs early for any reason and
(v) no automatic renewal.

 

                                                    Year ended 31 December
                                 9 months to        2025    2026    2027    2028

                                 31 December 2024
                                 US$m               US$m    US$m    US$m    US$m
 Middle East & North Africa      41.8               50.6    50.5    50.5    50.5
 East & West Africa              225.5              305.2   273.8   260.0   252.3
 Central & Southern Africa       282.2              350.9   314.2   280.4   265.4
                                 549.5              706.7   638.5   590.9   568.2

 

The following table provides our total undiscounted contracted revenue by key
customer type as of 31 March 2024 over the life of the contracts with local
currency amounts converted at the applicable average rate for US Dollars for
the period ended 31 March 2024 held constant. Our calculation uses the same
assumptions as above. The average remaining life of customer contracts is 7.7
years (Q1 2023: 7.3 years).

 

 (US$m)                    Total Committed Revenues  Percentage of Total Committed Revenues
 Large multinational MNOs  5,610.9                   99.0%
 Other                     55.4                      1.0%
                           5,666.3                   100.0%

 

Adjusted EBITDA

Adjusted EBITDA increased by 21% to US$102.2m in the three-month period ended
31 March 2024 (Q1 2023: US$84.7m). The increase in Adjusted EBITDA was driven
by tenancy growth and margin accretive tenancy ratio expansion of 0.11x
year-on-year.

 

From a segment perspective, the year-on-year growth in the Group's Adjusted
EBITDA was driven by its Central & Southern Africa segment, growing by
US$12.9m year-on-year, in addition to the Middle East & North Africa and
East & West Africa segments expanding US$3.4m and US$2.6m, respectively.

 

Adjusted EBITDA margin was 53% in the three-month period ended 31 March 2024
(Q1 2023: 50%).

 

Portfolio free cash flow

Portfolio free cash flow increased by 21% year-on-year to US$69.9m (Q1
2023:US$57.7m), in line with Adjusted EBITDA expansion. Cash conversion
remained consistent at 68%.

 

 3 months ended 31 March
                                                    2024    2023

                                                    US$m    US$m
 Adjusted EBITDA                                    102.2   84.7
 Less: Maintenance and corporate capital additions  (14.5)  (10.2)
 Less: Payments of lease liabilities(1)             (14.4)  (14.6)
 Less: Tax paid                                     (3.4)   (2.2)
 Portfolio free cash flow                           69.9    57.7
 Cash conversion %(2)                               68%     68%

1 Includes interest and principal repayments of lease liabilities.

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

 

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

Net leverage decreased by 0.7x year-on-year to 4.4x (Q1 2023: 5.1x) and was
flat quarter-on-quarter (Q4 2023: 4.4x). The Group targets reducing net
leverage to below 4.0x in 2024.

 
                                31 March  31 December

                                2024      2023

                                US$m      US$m
 External debt(1)               1,673.5   1,650.3
 Lease liabilities              227.1     239.4
 Gross debt                     1,900.6   1,889.7
 Cash and cash equivalents      (88.5)    (106.6)
 Net debt                       1,812.1   1,783.1
 Annualised Adjusted EBITDA(2)  409.0     403.0
 Net leverage(3)                4.4x      4.4x

 

         1         External debt is presented in line with the
balance sheet at amortised cost.

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

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

 
 
Capital expenditure

The following table shows capital expenditure additions by category during the
three months ended 31 March:

 

 

              2024                 2023
                     % of                 % of

              US$m   Total capex   US$m   Total capex
 Acquisition  4.6    10.2%         3.4    7.1%
 Growth       17.8   39.6%         27.9   58.4%
 Upgrade      8.1    18.0%         6.3    13.2%
 Maintenance  13.9   30.9%         9.7    20.3%
 Corporate    0.6    1.3%          0.5    1.0%
              45.0   100.0%        47.8   100.0%

 

Growth capital expenditure, which includes new BTS, colocations and
operational efficiency investments, decreased by US$10.1m year-on-year, driven
by 62 lower site additions in Q1 2024 compared to Q1 2023.

 

 

 

Certain defined terms and conventions

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

 

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

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

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

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

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

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

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

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

'Airtel' means Airtel Africa.

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

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

'Analysys Mason' means Analysys Mason Limited.

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

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

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

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

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

'Axian' means Axian Group.

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

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

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

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

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

'Company' means Helios Towers plc.

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

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

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

'downtime per tower per week' refers to the average amount of time our sites
are not powered across each week within our seven markets that Helios Towers
was operating in across 2022 and 2023.

'Deloitte' means Deloitte LLP.

'DRC' means Democratic Republic of Congo.

'FRS 102' means the Financial Reporting Standard Applicable in the UK and
Republic of Ireland.

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

'Ghana' means the Republic of Ghana.

'GHG' means greenhouse gases.

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

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

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

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

'Group' means Helios Towers plc and its subsidiaries.

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

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

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

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

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

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

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

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

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

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

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

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

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

'IVMS' means in-vehicle monitoring system.

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

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

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

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

'LTIP' means Long-Term Incentive Plan.

'Madagascar' means Republic of Madagascar.

'Malawi' means Republic of Malawi.

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

'Mauritius' means the Republic of Mauritius.

'MENA' means Middle East and North Africa.

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

'MLA' means master lease agreement.

'MNO' means mobile network operator.

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

'MTN' means MTN Group Ltd.

'MTSA' means master tower services agreement.

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

'NED' means Non-Executive Director.

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

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

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

'Oman' means Sultanate of Oman.

'Omantel' means Oman Telecommunications Company SAOG.

'Orange' means Orange S.A.

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

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

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

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

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

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

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

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

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

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

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

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

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

'Senegal' means the Republic of Senegal.

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

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

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

'SLA' means service-level agreement.

'South Africa' means the Republic of South Africa.

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

'Tanzania' means the United Republic of Tanzania.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

'Viettel' means Viettel Tanzania Limited.

'Vodacom' means Vodacom Group Limited.

 

 

Disclaimer:

This release does not constitute an offering of securities or otherwise an
invitation or inducement to any person to underwrite, subscribe for or
otherwise acquire or dispose of securities in Helios Towers plc (the
'Company') or any other member of the Helios Towers group (the 'Group'), nor
should it be construed as legal, tax, financial, investment or accounting
advice. This release contains forward-looking statements which are subject to
known and unknown risks and uncertainties because they relate to future
events, many of which are beyond the Group's control. These forward-looking
statements include, without limitation, statements in relation to the
Company's financial outlook and future performance. No assurance can be given
that future results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing the Group.

 

You are cautioned not to rely on the forward-looking statements made in this
release, which speak only as of the date of this announcement. The Company
undertakes no obligation to update or revise any forward-looking statement to
reflect any change in its expectations or any change in events, conditions or
circumstances. Nothing in this release is or should be relied upon as a
warranty, promise or representation, express or implied, as to the future
performance of the Company or the Group or their businesses.

 

This release also contains non-GAAP financial information which the Directors
believe is valuable in understanding the performance of the Group. However,
non-GAAP information is not uniformly defined by all companies and therefore
it may not be comparable with similarly titled measures disclosed by other
companies, including those in the Group's industry. Although these measures
are important in the assessment and management of the Group's business, they
should not be viewed in isolation or as replacements for, but rather as
complementary to, the comparable GAAP measures.

 

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