DRIVING THE GROWTH OF MOBILE COMMUNICATIONS
ACROSS AFRICA AND THE MIDDLE EAST
Helios Towers plc
Annual Report and Financial Statements 2023
We are a leading
independent telecoms
infrastructure company,
with one of the most
extensive tower portfolios
across Africa and the
Middle East.
O
ur business model promotes
tower infrastructure sharing and
enables mobile network operators
(MNOs) to deliver mobile connectivity
more quickly, reliably, cost-effectively and
with a lower carbon footprint. In turn, this
supports the expansion and quality of
mobile connectivity, driving sustainable
development in our markets.
OUR PURPOSE
OUR MISSION
To deliver exceptional customer service
through our business excellence platform,
and create sustainable value for our people,
environment, customers, communities and
investors.
OUR VALUES
– Integrity
– Partnership
– Excellence
About us
WHO WE ARE
1 Please see the Glossary for definitions and methodologies of our non-financial KPIs.
Alternative Performance Measures are defined on pages 64–66.
Empowering a new generation
DIGITAL
INCLUSION
LOCAL, DIVERSE,
TALENTED TEAMS
Training our people for
business excellence
CLIMATE
ACTION
Investing in renewable
power
RESPONSIBLE
GOVERNANCE
Improving safety
withrobust reporting
READ MORE ON PAGE 08
READ MORE ON PAGE 10
READ MORE ON PAGE 09
READ MORE ON PAGE 11
OUR PURPOSE IN ACTION
2023 HIGHLIGHTS
Sites
14,097
2022: 13,553
Tenancy ratio
1.91x
2022: 1.81x
Power uptime
1
99.98%
2022: 99.96%
Population coverage
1
144m
2022: 141m
Revenue
US$721m
2022: US$561m
Adjusted EBITDA
US$370m
2022: US$283m
Operating profit
US$146m
2022: US$80m
ROIC
12.0%
2022: 10.3%
WELCOME TO OUR
ANNUAL REPORT
AND FINANCIAL
STATEMENTS
We apply integrated reporting as this
best reflects our approach to sustainable
business. We have a complementary
Reporting Supplement, which includes
additional ESG information and our
disclosures against reporting frameworks
such as the Global Reporting Initiative:
heliostowers.com/investors.
We hope you find this report useful in
understanding our business and
performance, and we welcome any
feedback at:
investorrelations@heliostowers.com.
Contents
02 72 124
Strategic Report
Governance Report
Financial Statements
03 Our business model
03 What we do
04 How we do it
05 Our value creation
06 Our stakeholders
07 Our impact
08 Our impact in action
12 Our markets
13 Chair’s statement
15 Group CEO’s statement
19 Q&A with our Group CEO and CFO
21 Strategic progress
22 Impact report
22 Digital inclusion
25 Climate action
30 Local, diverse, talented teams
34 Responsible governance
39 Market and operating review
41 East & West Africa
43 Central & Southern Africa
45 Middle East & North Africa
47 Group CFO’s statement
50 Non-financial and sustainability
information statement
51 Risk management
52 Principal risks and uncertainties
57 TCFD disclosures
63 Viability statement
64 Alternative Performance Measures
67 Detailed financial review
73 Chair’s introduction to the Governance
Report
74 Compliance with 2018 UK Corporate
Governance Code
75 Board of Directors
77 Group Executive Committee
78 Governance framework
79 Board leadership and Company purpose
82 Section 172(1) Statement
87 Division of responsibilities
89 Nomination Committee Report
92 Board diversity at a glance
94 Sustainability Committee Report
95 Technology Committee Report
96 Audit Committee Report
102 Directors’ Remuneration Report
120 Other statutory information
123 Statement of Directors’ responsibilities
125 Independent auditor’s report to the
members of Helios Towers plc
132 Consolidated Income Statement
132 Consolidated Statement of Other
Comprehensive Income
133 Consolidated Statement of Financial
Position
134 Consolidated Statement of Changes in
Equity
135 Consolidated Statement of CashFlows
136 Notes to the Consolidated Financial
Statements
167 Company Statement of Financial
Position
167 Company Statement of Changes in
Equity
168 Notes to the Company Financial
Statements
172 List of subsidiaries
173 Officers, professional advisors and
shareholder information
174 Glossary
01
Helios Towers plc Annual Report
and Financial Statements 2023
03 Our business model
03 What we do
04 How we do it
05 Our value creation
06 Our stakeholders
07 Our impact
08 Our impact in action
12 Our markets
13 Chair’s statement
15 Group CEO’s statement
19 Q&A with our Group CEO and
CFO
21 Strategic progress
22 Impact report
22 Digital inclusion
25 Climate action
30 Local, diverse, talented
teams
34 Responsible governance
39 Market and operating review
41 East & West Africa
43 Central & Southern Africa
45 Middle East & North Africa
47 Group CFO’s statement
50 Non-financial and sustainability
information statement
51 Risk management
52 Principal risks and uncertainties
57 TCFD disclosures
63 Viability statement
64 Alternative Performance
Measures
67 Detailed financial review
STRATEGIC
REPORT
02
Helios Towers plc Annual Report
and Financial Statements 2023
02
Our business model
WHAT WE DO
We build, acquire,
lease-up and operate
telecommunications
towers that can
accommodate and
power the needs of
multiple tenants.
O
ur tenants are the major MNOs,
and we serve them across nine
high-growth markets. We offer a
high-quality and comprehensive passive
infrastructure solution that includes site
selection and preparation, maintenance,
security, power management and
hosting of active equipment such as
antennae.
Our infrastructure-sharing model
supports the sustainable expansion of
mobile connectivity. MNOs can roll out
and densify mobile coverage faster, more
reliably, more cost-effectively and with a
lower environmental impact.
We are proud of our role in advancing
access to mobile communications in our
markets, which in turn contributes to
social and economic development.
We take a disciplined approach to
acquisitions and building new sites,
allocating capital to the highest returning
opportunities.
Our build-to-suit (BTS) sites are driven by
customer demand, with construction
initiated only after we receive an order
from at least one MNO.
Our primary focus is to add additional
tenants to our towers, sharing space and
power equipment.
Lease-up delivers robust earnings
growth, with each new colocation
delivering c.80% Adjusted EBITDA
margin flow-through, and allows
customers to roll out more quickly and
cost-effectively.
We also improve site performance and
returns through power optimisation and
utilising Lean Six Sigma (LSS) principles.
Investments in power solutions that
reduce our reliance on fuel such as grid
connections, hybrid or solar solutions,
lowers our carbon emissions and delivers
a financial return.
31 2
Build and
acquire towers
Colocation
lease-up
Drive operational
improvements
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Our business model continued
HOW WE DO IT
Customer
Service
Excellence
People and
Business
Excellence
Sustainable
Value
Creation
Delivering the best customer
service, including power uptime,
network roll out speed, attractive
pricing, capital efficiency and
reduced carbon footprint enabled
through our infrastructure-sharing
model.
Overview
Investing in our people and
partners, providing local
employment, creating a culture of
safety and embedding business
excellence and Lean Six Sigma
principles for more efficient and
effective operations.
Downtime per tower per week
<30 seconds
New site/colocation roll out
90 days | 24 hours
Population coverage
164m
Employees trained in Lean Six Sigma
70%
Female employees
30%
Local employees
>95%
Tenancy ratio
2.2x
Rural sites
6,000
Carbon reduction per tenant
1
46%
Strategic KPIs and 2026 targets
Disciplined approach to capital
allocation and focus on efficiency
drives the sustainable growth of
our business, enabling mobile
connectivity with fewer emissions
and delivering value for all
stakeholders.
Digital
inclusion
Climate
action
Local, diverse,
talented teams
Responsible
governance
OUR IMPACT
READ MORE ON PAGE 07
OUR 2026 TARGETSOUR STRATEGY
UNDERPINNED
BY OUR VALUES
INTEGRITY
Striving to do the right thing
PARTNERSHIP
Based on mutual respect and benefit
EXCELLENCE
Our goal is to be the best we can be
1 2030 target reflects Scope 1 and 2 emissions and covers the five markets where we were operational in our 2020 baseline year.
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21
(3)
42
14
60
30
Our business model continued
OUR VALUE
CREATION
As the costs of operating a tower are largely
fixed, tower companies generate the most
attractive returns by adding more tenants to
a tower.
Following a period of transformational
platform expansion across 2020 to 2022, in
which we effectively doubled our towers,
2023 was focused on organic growth and
colocation lease-up.
In 2023, we added a record number of
organic tenancies (+2,433), supporting
lease-up of +0.1x to achieve a tenancy ratio
of 1.91x. Consequently, return on invested
capital (ROIC) increased +1.7ppt to 12.0%.
The Group’s loss before tax was US$112.2
million, an improvement of US$50.3 million
year-on-year.
We expect ongoing statutory Group losses
in the short-term whilst embedding and
expanding our newly acquired assets.
Nevertheless, with our focus on tenancy
growth and operational efficiencies, we
anticipate improved profitability. This
transformation is evident in our five
established markets, where our business is
evolving towards profitability.
Our demonstrated ability to lease-up
reflects our uniquely positioned platform.
We largely operate in markets where we
have a leading or sole market position,
feature over three mobile operators on
average and have significant infrastructure
requirements, characterised by low mobile
penetration and population growth.
Combined with a build programme focused
on identifying locations with the highest
lease-up potential, we are able to deliver
robust tenancy growth.
Accordingly, we target reaching a tenancy
ratio of 2.2x by 2026 (2023: 1.91x),
supporting continued ROIC expansion and
increased profitability.
Tenancy ratio
2x 3x
Indicative site ROIC
1
25% 34%
Indicative site Adjusted gross profit and
profit/(loss) before tax (US$k)
1
Tenancy ratio
1x
Indicative site ROIC
1
12%
Indicative site Adjusted gross profit and
profit/(loss) before tax (US$k)
1
2022–2030 investment (‘Project 100’)
US$100m
Allocated to low-carbon solutions,
which also drive cost reductions
Build and
acquire towers
1
Colocation
lease-up
2
Drive operational
improvements
3
1 For illustrative purposes only. Please see the
Glossary for definitions.
Profit/(loss) before tax
Adjusted gross profit
Focus on business excellence and
continuous improvement
53%
Employees trained in Lean Six Sigma
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Our business model continued
OUR
STAKEHOLDERS
Customers
Cost-effective tower usage: our leases are
priced at a substantial discount to an MNO’s
total cost of ownership.
Reduction in MNOs’ passive infrastructure
capex requirements allows them to focus
investment and resources on active
equipment and technology upgrades.
Our people and
partners
Employment, founded on a culture of
safety,with training and development
opportunities for a diverse localised
workforce – for both us and our partners.
Investors
Opportunity to capture the unparalleled
structural growth in mobile across Africa
and the Middle East, with a robust and
resilient business model.
Communities,
economies and the
environment
Supporting local economies and extending
network coverage to reach rural locations,
helping to connect the unconnected.
Reduced environmental footprint through
infrastructure-sharing and power and
maintenance efficiencies.
At Helios Towers, we take
great pride in the strong
relationships we have
built with our diverse and
valued stakeholders –
our customers, investors,
people and partners, and
the communities and
environments we operate
within.
Together, these stakeholders form
the pillars of our success, helping us
to contribute towards and promote
digital inclusion, sustainable
development and prosperity in the
markets where we operate.
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Our business model continued
OUR IMPACT
We report progress on our Sustainable Business Strategy
through four key impact areas.
Digital
inclusion
Climate
action
Local, diverse,
talented teams
Responsible
governance
By growing our business and increasing
access to mobile connectivity, we are
promoting digital inclusion across Africa
and theMiddle East. Mobile is helping to
connect individuals and communities to
a range of life-enhancing services.
We support our MNO customers toroll
out mobile networks more efficiently and
at a lower cost, allowing them to focus
resources on active equipment and
technology upgrades.
Our business model reduces the need for
duplicate infrastructure and associated
emissions, enabling a more integrated
mobile network infrastructure to
minimise environmental impact.
We strive to lower our carbon footprint
as well as that of our customers, through
deploying cleaner technologies where
possible. Through Project 100, we are
investing US$100 million in low-carbon
solutions between 2022 and 2030.
Our ambition is to build a diverse and
talented workforce by fostering a safe
and collaborative environment to deliver
on our business goals. We create
employment, training and promotion
opportunities for local people – ourown
colleagues and those who workfor our
partners.
Successful collaboration with our
partners is essential for the construction
and maintenance of our assets and
maximising power uptime.
We operate with a robust governance
framework accredited to key ISO
standards coveringquality,
environmental management, health and
safety, information security andanti-
bribery.
Ourgovernance structures help usto
deliver onourstrategy, manage our
performance and conduct business in an
ethical and transparent manner. Our
approach extends to our partners,
through training and driving greater
governance standards.
READ MORE ON PAGE 22 READ MORE ON PAGE 30 READ MORE ON PAGE 25 READ MORE ON PAGE 34
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The mobile and computer
became a window to a world of
knowledge that I had never seen
before. It opened my eyes to new
possibilities.
Mwanaidi Othumani
Student
Our impact in action
DIGITAL INCLUSION
EMPOWERING A
NEW GENERATION
Supporting rural communities
with digital connectivity
I
n Tanzania, our largest market by site
count, we continued to invest in rural
expansion alongside our customers,
supporting the Government’s Digital
Tanzania ambition for 80% of the
population to receive network coverage by
2025
1
.
Since 2019, we have built over 290 sites in
rural locations in Tanzania. This rollout has
been in support of the Universal
Communication Service Access Fund
(UCSAF), aimed at facilitating greater
access to communications – particularly in
rural and underdeveloped areas.
One example of the positive impact our site
builds can have is Matuli village in eastern
Tanzania, which has a population of around
8,000 people. Previously, villagers walked
more than three kilometres to reach ‘the
wonder tree’ – ‘Mti wa Maajabu’ – to receive
connectivity. With a new tower built, the
villagers are now able to access a reliable
connection across the village and
neighbouring areas.
Alongside our infrastructure roll out, we also
have a strategic community investment
programme, which looks to enhance local
communities’ digital access and experience.
We support schools local to our towers
through our Group-wide ICT lab initiative.
Working with our NGO partner, Camara, we
contributed to a new ICT lab at Mkwajuni
Secondary School in Zanzibar, ready in time
for the new school year.
Together with our local maintenance partner,
we refurbished and equipped the lab to a
safe standard. Camara conducted an
intensive five-day training programme for 79
members of the school, including school
leaders, teachers and students.
The training provided attendees with the
digital skills to effectively create educational
materials for the school population. Over
900 students will have access to digital
learning through the new lab.
The launch was attended by our Group CEO
Tom Greenwood and representatives from
the Ministry of Education, with speakers
encouraging the students to harness
technology as tools for their personal
growth and transformation.
Group sites in rural locations
41%
People under the coverage footprint of our
towers across all markets
144m
TANZANIA
1 Government of Tanzania, National Five Year
Development Plan 2021–2026, 2021.
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CLIMATE ACTION
INVESTING IN
RENEWABLE POWER
Project 100:
Ghana solar rollout
W
e deploy cleaner technologies
wherever possible to reduce
ourcarbon footprint and our
operating costs. As part of Project 100, our
initiative committing US$100 million
between 2022–2030 towards carbon
reduction initiatives, we selected Ghana as
our carbon innovation hub in 2023.
Operating towers in Africa and the Middle
East requires a unique skillset due to the
infrastructure challenges that exist.
Average grid availability across our portfolio
is around 17 hours compared to 24 hours per
day in the EU. Our key strength as an
organisation is providing consistently
reliable power uptime, despite the
infrastructure challenges in our markets.
Throughout 2023, we invested US$12 million
in site and power upgrades Group-wide. Our
dedicated Performance Engineering team
continually analyses sites across our
portfolio, and considers the most
environmentally friendly and cost-effective
solutions – balancing site design and power
needs.
Our team in Ghana focused on deploying
commercially viable solar technologies on
sites to reduce carbon emissions and
enhance financial returns. During the year,
313 sites were installed with solar panels,
supplying power to 38% of sites across
Ghana. Within the year, the solar panels at
our sites avoided 168,000kg of CO
2
e by
reducing grid consumption.
To support, we trained 26 partners to
effectively maintain the solar panels. The
sites were also integrated onto our Remote
Monitoring System (RMS), which supports
the measurement of power consumption
across our portfolio.
While solar has seen success in Ghana, it
may not offer a universal solution that can
be applied to all sites. Currently, powering a
two-tenant site with solar would require
space equivalent to a tennis court. However,
with solar panel innovation, we have seen
power outputs increase and over time solar
could be rolled out more broadly across our
portfolio. The learning from this rollout is
also being leveraged in other markets.
Together with colocation lease-up, this
initiative has supported a reduction in
carbon emissions per tenant by 10% in
Ghana from a 2020 baseline. This, in turn,
has helped our customers reduce their
carbon emissions, while keeping power
uptime at world-class levels.
Percentage of Ghana sites with renewable
power
38%
Partners upskilled
26
Our impact in action continued
We are committed to creating a
sustainable future. By harnessing
the power of the sun, we can
reduce our environmental impact
and pave the way for a brighter,
cleaner tomorrow.
Joyce Mensah
Head of Performance Engineering, Ghana
GHANA
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GROUP-WIDE
Invested in training programmes in 2023
US$1.5m
Target to train colleagues in LSS by 2026
70%
Lean Six Sigma has given the
opportunity for all of our Helios
Towers colleagues and external
partners to take their career
and company to the next level.
Using LSS tools and techniques is
transforming the way we operate.
Allan Fairbairn
Group Director, Business Excellence and
Delivery
Our impact in action continued
LOCAL, DIVERSE, TALENTED TEAMS
TRAINING OUR PEOPLE FOR
BUSINESS EXCELLENCE
Continuous improvement through
Lean Six Sigma
W
e deliver complex infrastructure
projects in some of the most
challenging locations globally.
While our markets have a land mass of
almost double the size of the EU, they
feature less than one-tenth of the tarmac
roads
1
. As a result, logistics and operations
can be demanding in this context.
Our approach aligns to our Lean Six Sigma
(LSS) programme, which focuses on
reducing inefficiencies and variation,
optimising processes to provide a reliable
service to our customers. We introduced this
approach in 2016 and have seen significant
improvements across the organisation. For
example, our new markets have delivered
anaverage reduction in downtime per tower
of 70% from acquisition closing to 2023.
Group-wide we have also made progress on
our target of colocation delivery within 24
hours and build-to-suit (BTS) towers on
order by customers within 90 days.
By using our defined methodology, LSS
delivers tangible results by aligning the
organisation to our key business priorities
and rigorously removing unnecessary steps
in the process. This approach also supports
our local partners to develop their skills in
each market.
As one of our most established operating
companies (OpCos), Helios Towers Tanzania
is our benchmark OpCo and is used as a
learning hub for the organisation. Through
applying LSS principles, strong collaboration
and streamlining processes, the team has
delivered over 130 colocations in 24 hours
during 2023. In addition, the team reduced
BTS costs through improvements to
logistics.
Similarly, in DRC we have also experienced
the benefits of LSS. Our team focused on
improving our 50-metre tower delivery time.
The team was able to implement a new
enhanced process, aimed at eliminating
waste, resulting in a 44% reduction in lead
time. The team consequently delivered sites
in 113 days in 2023.
In September, our approach was recognised
in the ‘Excellence in Lean Six Sigma’
category at the UK Excellence Awards,
managed by the British Quality Foundation.
1 World Bank, CIA Factbook
Credit: Mobile Six Photography
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GROUP-WIDE
Our impact in action continued
RESPONSIBLE GOVERNANCE
IMPROVING SAFETY WITH ROBUST
REPORTING
Virtual supervision enhancing safety
governance
K
eeping our people and partners safe
inremote and disperse environments
isa crucial part of our health and
safety programme. Our strategy focuses on
raising greater awareness of safe working
practices and active monitoring,
particularly as we work in markets with
limited regulatory oversight and
enforcement.
We implemented virtual supervision in 2023
to support our governance, oversight, and
proactive learning in key risk areas including
site monitoring and driving.
Driving is one of our most salient risks,
withour partners completing approximately
17.5 million kilometres per year. All new
vehicles are equipped with an in-vehicle
monitoring system (IVMS) to manage driving
behaviours. This helps us to proactively
understand driving behaviours, statistically
identify drivers who are at greater risk of
accident and intervene with remedial
actions. This has led to a 45% reduction in
road traffic accidents since 2019.
Dashcams have supported us with additional
monitoring, such as seatbelt compliance.
Our intervention framework ensures that
allfleet managers respond to any real-time
driving violations and that the Safety, Health,
Environment and Quality (SHEQ) team is
brought in should there be recurring ‘at-risk’
driving behaviours.
To help us ensure that our safety
expectations are met when new sites are
built, we have also implemented an iAuditor
virtual tool, prompting teams to conduct
checks and stop work where minimum
controls cannot be met. Teams then review if
risks can be mitigated and advise on
whether work can be continued in a safe
manner.
To further advance this initiative, we have
completed a proof of concept for aGroup-
wide smart helmet solution that willallow
teams to conduct virtual site investigations.
The pilot has proved positive and will be
rolled out in Ghana and Madagascar in 2024.
We share our best practice with peers both
internally and externally, as we consider this
vital to moving standards forward across the
industry in emerging markets.
Decrease in road traffic accident frequency
rate (since 2019)
45%
Maintenance partners with in-vehicle
monitoring system installed
94%
Our SHEQ strategy, based on
openness and transparency, has
allowed both teams and partners
to develop a learning culture that
has significantly reduced the risk
profile and incident rates across
our operations.
Will Richardson-White
Group Head of HSE and Quality
Our impact in action continued
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Helios Towers plc Annual Report
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5
4
7
2
1
3
6
8
9
Our markets
W
e operate in nine markets across Africa and the
Middle East and have leading positions in seven.
Our markets share similar attributes that support
the potential for sustained growth and lease-up:
– unparalleled population growth of +44 million
1
;
– low mobile penetration of 52%
2
;
– +3x increase in data consumption
3
; and
– typically, three to four blue-chip MNOs in each market
2
.
Consequently, it is independently forecast that there will be
a requirement for over 32,000 new points of service (PoS)
across our markets over the next five years, representing an
organic growth opportunity larger than the size of Helios
Towers’ portfolio today (26,925 tenants).
We have a strong presence across each of our nine markets
and proven operational expertise. Combined with a well-
invested platform and markets that typically feature three to
four MNOs, we anticipate strong lease-up across our markets
and are targeting a tenancy ratio of 2.2x by 2026.
The growth is expected to be sustained, with Africa and the
Middle East projected to see populations almost triple this
century, compared to the rest of the world seeing relatively
flat or declining populations.
DRC and Tanzania are anticipated to host two of the three
largest megacities globally, including Kinshasa, which is
expected to have a population of 84 million by 2100
5
,
compared to 17 million today
1
.
LEADING POSITIONS IN
THE FASTEST GROWING
MOBILE MARKETS
Key
Helios Towers sites
Countries of operation
Tanzania
Senegal
Malawi
DRC
Congo Brazzaville
South Africa
Ghana
Madagascar
Oman
6
1
8
3
9
4
5
7
2
1 UN World Population Prospects (2023–2028), July 2022.
2 GSMA database, accessed December 2023.
3 Data sourced from Analysys Mason (2023-2028), February 2024.
4 Calculated on a full year 2023 site weighted basis. MNOs with
negligiblemarket share are excluded.
5 World Economic Forum, July 2018.
6 For illustrative purposes only. Please see the Glossary for definitions.
#1
Sites
14k
New points of service
3
+32k
Tenancy ratio
1.91X
Average MNOs
4
3.4
Market leader
7/9 markets
Indicative site ROIC
6
(tenancy ratio: 1x|2x|3x)
12% | 25% | 34%
Primed for
sustainable
value creation
Our unique
infrastructure
platform
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Helios Towers plc Annual Report
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Chair’s statement
UNIQUELY POSITIONED
IN THE WORLD’S MOST
EXCITING MOBILE
MARKETS
I
am delighted to welcome you to
our 2023 Annual Report, which
demonstrates the strong progress we
have made on our platform during the
year. Through successful acquisition
integration and continued progress
on our 2026 strategy, underpinned by
a robust governance framework, the
business is well-positioned to create
sustainable value for our stakeholders.
This is my fifth letter as Chair of Helios
Towers and as I reflect on our latest
accomplishments detailed throughout
this report, I am reminded of how the
business has transformed over these
years and effectively mitigated global
challenges, delivering on our purpose
ofdriving the growth of mobile
communications across Africa and
theMiddle East.
Through the challenges of Covid-19
and subsequent macroeconomic
volatility, the Company consistently
demonstrates its qualities: the
resilience to inflation and foreign
currency movements in its revenues,
its operational expertise to deliver
best-in-class customer service, and the
embedded organic growth and lease-
up opportunities across its markets.
Following the platform expansion across
2020 to 2022, in which the business
doubled its portfolio and diversified
through entry into four new markets,
theCompany entered 2023 with the
opportunity to demonstrate the quality
ofits enlarged portfolio, against the
backdrop of macroeconomic volatility.
Our talented people and partners have once again ensured that
Helios Towers has delivered excellent performance in 2023,
exceeding both operational and financial expectations laid out at
the beginning of the year. Our focus on Customer Service Excellence
and People and Business Excellence has been matched by our
unwavering commitment to responsible governance.
Sir Samuel Jonah KBE, OSG
Chair
Strategic Report Financial StatementsGovernance Report
13
Helios Towers plc Annual Report
and Financial Statements 2023
Chair’s statement continued
With operational and financial performance
exceeding guidance laid out at the
beginning of the year, resulting in the fastest
rate of organic growth and ROIC expansion
since our Initial Public Offering (IPO), the
quality of our enlarged platform, leadership
and local teams is evident.
Our 2026 Sustainable Business Strategy
Our 2026 Sustainable Business Strategy is
focused on creating value for all
stakeholders and is reflected through
targets within each of our three pillars:
Customer Service Excellence, People and
Business Excellence, and Sustainable Value
Creation.
In the context of higher interest rates
globally, we have updated our capital
allocations principles to focus on organic
growth and deleveraging, and as such
target a slower pace of inorganic platform
expansion. Combined with conviction in
a faster pace of tenancy ratio expansion
than previous guidance, the Board and
management have adapted our prior
target of ‘22 by 26’ to ‘2.2x by 26’. The
prior target being linked to portfolio scale
and operating 22,000 towers by 2026,
to now focus on portfolio utilisation and
to deliver a 2.2x tenancy ratio by 2026.
We expect to achieve this through our
uniquely positioned platform, proactive
sales approach and our focus on Customer
Service Excellence. This adaptation does not
rule out acquisitions, which remain a key tool
for us, but reflects our disciplined approach
to capital allocation and focus on organic
growth, lease-up and ROIC enhancement.
Our strategy is underpinned by our
commitment to strong governance and
ethics. The Board is satisfied that our
strategy and actions reflect the
requirements of, and our compliance with,
Section 172(1), and there is more information
relating to this throughout this Strategic
Report. This includes our commitment to our
workforce, customers, partners, suppliers,
investors, communities and the environment,
and our key impact areas of digital inclusion,
climate action, local and talented teams and
responsible governance.
Digital inclusion and climate action
Enabling digital inclusion in the communities
we serve is one of the key reasons why we
do what we do. Every new site, colocation or
operational improvement we make furthers
this ambition.
In 2023, our growth of +544 sites meant an
additional 3.7 million people enjoyed the
coverage provided by our towers. We also
continued to improve power uptime at our
sites, delivering 99.98% even though in
many of our markets grid connectivity can
be unreliable or inconsistent.
With significant population growth
predicted and low mobile penetration in
many of our regions today, we expect to see
continued strong demand for tower
infrastructure over the coming years.
While we seek to grow, we also understand
the importance of minimising our carbon
footprint. Alongside lower emissions,
reducing our reliance on fuel supports
improved financial performance. Between
2022–2030 we plan to invest US$100 million
in low carbon solutions across the Group,
including grid connections, hybrid and solar
solutions. We look forward to further
advancing our carbon reduction roadmap in
2024, including refreshing our carbon
targets to include our four recent
acquisitions.
Local, diverse, talented teams
The Board values our inclusive culture,
believing it to be central to employee
engagement and a crucial enabler for the
long-term success of the Company. We were
delighted once again to attract a 100%
response rate to our Pulse Engagement
Survey, which serves as a check-in between
our biennial engagement survey.
We have been working to address the key
feedback from our 2022 survey to further
enrich our colleagues’ experience of working
with Helios Towers. Furthermore, we have
implemented several initiatives including
new wellbeing programmes, enhancing
employee development and improving
performance management across the
Company.
Responsible governance
We fully appreciate the need for a strong
governance framework to ensure we meet
the high standards we set ourselves to work
responsibly and comply with regulations.
At Board level, in relation to the Financial
Conduct Authority’s (FCA) Listing Rules
target, FTSE Women Leaders Review
recommendations and the Parker Review,
we continue to exceed on ethnicity and
have held 40% female representation on
the Board, along with 24% in management
positions. Following changes to Board
roles announced in May 2023, we now also
comply with the FTSE Women Leaders
Review recommendation and FCA’s Listing
Rules target to have a female director in at
least one of the senior board positions.
Our governance structures and policies help
us to deliver on our strategy, manage our
performance and ultimately support the
value we create for all our stakeholders.
Outlook
Our performance in 2023 demonstrated the
quality of our platform, uniquely positioned
in some of the world’s fastest growing
mobile markets, as well as the dedicated,
local teams and strong leadership
throughout the Company. Looking forward,
Iam confident we will continue to drive the
growth of mobile communications in our
regions and deliver sustainable value for
many years to come for all stakeholders.
Sir Samuel Jonah KBE, OSG
Chair
14
Helios Towers plc Annual Report
and Financial Statements 2023
Group CEO’s statement
STRONG AND
CONSISTENT DELIVERY
ON OUR EXPANDED
PLATFORM
I
am thrilled to report on strong Group
performance in 2023, a year in which
we again have demonstrated the
qualities of our enlarged platform
and our resilience against a volatile
macroeconomic backdrop. This
performance is underpinned by our
talented local teams who continue
todeliver best-in-class service for our
customers.
Following a period of transformational
expansion across 2020 to 2022,
investing over US$1 billion to double
thesize of our platform to almost
14,000towers and expand into four
newmarkets, we entered 2023 ready to
demonstrate our ability to successfully
integrate assets while at the same time
further elevating our best-in-class
customer service, driving lease-up
andmaterially improving ROIC.
I am delighted that we exceeded many
of our ambitious expectations laid out at
the beginning of the year, delivering
record organic tenancy additions and
strong lease-up, accelerating Adj.
EBITDA and portfolio free cash flow
growth and reducing net leverage back
to within our target range. It was the
fastest rate of organic growth and ROIC
expansion delivered since IPO.
At the same time, we continued
to demonstrate our resilience to
macroeconomic volatility. Despite
average inflation of 6% and foreign
currency volatility in some of our
markets, notably Ghana and Malawi, our
financial performance measured by Adj.
EBITDA continued to track in line with
tenancy growth. It is our robust business
model that supports this resilience,
reflected by US$5.4 billion of future
In my second year as CEO, and the first for the business in our
enlarged nine-market platform, I am delighted with the team’s
performance on multiple fronts. Through the effective execution
of our Sustainable Business Strategy, which prioritises delivering
Customer Service Excellence through empowering our people,
we took our customer service levels to new highs, successfully
integrated our new acquisitions, delivered record organic tenancy
growth and continued to drive sustainable value through robust
colocation lease-up and ROIC enhancement.
Tom Greenwood
Group CEO
Strategic Report Financial StatementsGovernance Report
15
Helios Towers plc Annual Report
and Financial Statements 2023
Group CEO’s statement continued
contracted revenues with investment grade
or near investment grade customers, that
is largely denominated in hard currencies
with further protections through consumer
price index (CPI) and power escalators.
It is from these strong foundations we drive
value for all our stakeholders, captured in
ambitious targets under our three pillars of
Customer Service Excellence, People and
Business Excellence, and Sustainable Value
Creation.
Customer Service Excellence
Our philosophy for customers is simple:
we are committed to delivering Customer
Service Excellence in everything we do,
whether that’s in our core offerings of
power delivery, roll out and site services,
or by proactively anticipating and
responding to our customers’ needs.
One of our main KPIs is power availability,
and in 2023 we achieved power uptime of
99.98% (2022: 99.96%). We continued to
deliver at world-class levels, even in markets
with limited grid availability and road
infrastructure. All of our new markets have
seen material improvements in power
uptime since we started operations. For
example, since entering Oman in December
2022 we reduced downtime per tower by
89% from nearly six minutes to 38 seconds.
Similarly in Senegal, we reduced downtime
per tower from six minutes in May 2021 to a
record four seconds in December 2023. We
remain focused on our Group goal of just 30
seconds of downtime per tower per week by
2026.
Another core customer service offering
is the speed at which we can safely
roll out new sites and get MNOs on
air. We have internal targets focused
on continuous improvement, covering
multiple functions from supply chain
management to operations and finance.
In 2023, we took our performance to new
levels, installing many colocations for our
customers within 24 hours from order.
This focus on Customer Service
Excellence has supported record organic
tenancy growth in 2023. Coupled
with our sustainable pricing strategy
and continuous improvement ethos, it
ensures we are positioned to support
our customers and deliver excellence for
the long-term, through the initial 10–15
year contract term and well beyond.
People and Business Excellence
Our second pillar focuses on integrating top
talent and safe, efficient business practices
to achieve Customer Service Excellence and
in turn our overall success. While we are an
asset-heavy business, our most important
asset is always our people. We dedicate
resources to nurture and enable our people
and partners, equipping them with tools and
training for data-driven decision-making,
and personal development with people’s
health and safety of paramount importance
in everything we do.
As a Lean Six Sigma (LSS) Black Belt, I’m
committed to supporting colleagues
through our Orange and Black Belt
initiatives. As part of our LSS programme,
colleagues are challenged to execute
projects enhancing business efficiency and
performance. During this year, I was
delighted to be the mentor for Lujaina Al
Amri, a female project engineer in Oman.
This opportunity allowed me to directly
contribute to discussing her project and
business challenges, while nurturing our
emerging talent and advocating for
increased female representation in a
historically male-dominated field.
LSS is at the core of our people
development, and one of our strategic
targets is to have 70% of our workforce
trained to Orange or Black Belt by 2026.
We are making good progress, with 53% of
our team trained by the end of the year.
We’ve also invested in another cohort of
next generation leaders, with 25 of our rising
stars going to Cranfield University for
leadership training, following 50 colleagues
who completed the programme last year.
When it comes to enhancing our culture and
leadership approach, the big themes this
year have been empowerment, ownership
and accountability. We viewed these as
As part of our Lean Six Sigma
programme, colleagues are challenged
to execute projects enhancing business
efficiency and performance. During this
year, I was delighted to be the mentor
for Lujaina Al Amri, a female project
engineer in Oman. This opportunity
allowed me to directly contribute to
discussing her project and business
challenges, whilst nurturing our
emerging talent and advocating for
increased female representation in a
historically male-dominated field.
Employees trained in LSS
53%
2022: 42%
Power uptime
99.98%
2022: 99.96%
Local employees in our
OpCos
96%
2022: 96%
16
Helios Towers plc Annual Report
and Financial Statements 2023
Group CEO’s statement continued
particularly important following our
expansion across 2020 to 2022, which
doubled the size of the business and meant
our previous management operating model
had to change to effectively manage the
new scale. We held several off-site
management meetings to promote our
ethos of empowering colleagues across the
business to make the right decisions quickly.
We also held strategy days across each of
our OpCos, enabling every employee to
understand and contribute to the strategic
development of the Company.
Our OpCo teams, which have 96% local staff
across the Group, strongly mirror the
communities we serve, fostering a rich
business culture. We believe that the most
effective business performance is achieved
through empowering local leadership and
teams to deliver. Female representation has
remained at 28% in the year, with 24% at the
senior management level and 40% at the
Board level.
In 2023, we started a Board mentor
programme connecting female Board
members with our top 25 female leaders
across the organisation, creating an
environment for coaching and support
for career enhancement. In 2024, we’re
initiating a female-male ‘reciprocal
mentoring’ programme, which focuses
on two-way mentorship between
colleagues throughout the organisation.
Sustainable Value Creation
The third pillar in our strategy, Sustainable
Value Creation, takes the successful output
of our other two pillars and combines it with
our disciplined approach to capital
allocation. It is focused on value creation for
all our stakeholders.
In 2023, we achieved record organic
tenancy additions of +2,433, far exceeding
our previous record of +1,601 tenancies
in 2022. It was particularly pleasing to
see our new market Oman deliver +358
tenancies in the first year of ownership,
exceeding our initial expectations, as well
as achieving over +1,000 organic tenancy
additions in DRC for the very first time.
Notably, the majority of the tenancy
additions came through lease-up on our
existing towers, with our tenancy ratio
expanding +0.10x year-on-year to 1.91x.
This reflects our ability to identify uniquely
positioned towers in each of our markets
and our pro-active customer partnership
approach. This approach supports our
ongoing readiness to safely deliver new
rollout in market-leading timescales.
As lease-up of our sites continues apace,
and as we expand our portfolio, it’s with
real pride that we see the societal and
environmental benefits that our tower-
sharing model creates. Today, we estimate
that our sites now cover 144 million people,
compared to 141 million one year ago.
We also continued to invest in low carbon
solutions, investing US$12 million in 2023 on
grid connections, solar and hybrid solutions
in addition to trialling wind technology for
the first time.
Year-on-year carbon emissions per tenant
were flat, with the benefit of colocation
lease-up and power investments offset by
higher grid emission factors in Tanzania and
Senegal, as well as record tenancy growth in
DRC, a fuel intensive market.
Tenancy ratio
1.91x
2022: 1.81x
Adjusted EBITDA US$m
370
2022: 283
Loss before tax US$m
(112)
2022: (163)
We continued our investments
to reduce our carbon
footprint and improve
operational efficiencies,
investing US$12 million in
2023 on grid connections,
solar and hybrid solutions.
Strategic Report Financial StatementsGovernance Report
17
Helios Towers plc Annual Report
and Financial Statements 2023
Group CEO’s statement continued
Through our strong tenancy growth and
operational investments, we achieved +31%
Adj. EBITDA and +82% operating profit
growth in 2023. This also supported ROIC
increasing meaningfully, expanding from
10.3% to 12.0%. Loss before tax improved by
US$50.3 million to a loss of US$112.2 million,
reflecting improved operating profit.
2.2x by 26
In the context of higher interest rates, we
have updated our capital allocation priorities
and over the near-term we are focused
on organic growth and deleveraging.
We anticipate inorganic activity and
platform growth to be at a slower pace
than previously guided. As such, we have
tweaked our internal target from 22,000
towers by 2026 to 2.2x tenancy ratio by
2026. This reflects our updated capital
allocation priorities and conviction in
faster lease-up than previously guided.
This does not rule out attractive
acquisitions, but it does illustrate our
continued disciplined approach to capital
allocation and to ensure our strategy is
adaptable to external factors to drive
the best value for our stakeholders.
Embedding health and safety in our DNA
I am proud of all the ways we support our
people, but at Helios Towers we know the
single most important thing we can do for
our colleagues is to protect their health and
safety. In the last two to three years, we have
worked hard at every level of the
organisation to embed this fully into our
culture. From working at height to tower
construction to working with power set-ups,
safety risks are always present for our
people and partners, so we do everything
we can to avoid accidents.
We are also very transparent in our health
and safety disclosures, declaring the number
of incidents not just in our own workforce,
but also among the 11,500 partners in our
contractor network. Transparency is key to
achieving our safety culture, and I’m very
pleased to see that our near miss reporting
rate has increased by 50% year-on-year.
This improvement demonstrates open
transparent communication through the
business and increases our data pool, which
allows us to learn, adapt and improve to
ensure we are better able to keep our
colleagues and partners safe when at work.
Furthermore, this year we have been leading
the way in the wider telecoms community,
for example by organising health and safety
forums for the tower industry in Africa, in
partnership with Nokia. We are breaking
new ground in getting the whole industry
together to ensure safety is our shared
number one priority.
I am pleased that our commitment to health
and safety, and sustainability more generally,
also continues to deliver solid value to a
range of stakeholders. Our sustainability
credentials were confirmed this year by a
AAA sustainability rating with MSCI, one of
the leading providers of critical decision
support tools and services for the global
investment community.
Outlook
Following a strong 2023, in which we
demonstrated the strength of our platform
through accelerating organic growth and
increasing returns, we expect to deliver
more ofthe same over the coming years.
Our revised strategic goal of ‘2.2x by 26’,
reflects our capital allocation priorities and
conviction of faster lease-up than previously
guided.
I expect our uniquely positioned platform
with leading market share in some of the
world’s fastest growing markets, our
dedicated focus on delivering Customer
Service Excellence, alongside our talented
local teams, will continue to drive
sustainable value for all our stakeholders for
many years to come.
Tom Greenwood
Group CEO
Our revised strategic goal
of ‘2.2x by 26’, reflects our
capital allocation priorities
and conviction in faster lease-
up than previously guided.
18
Helios Towers plc Annual Report
and Financial Statements 2023
Tom Greenwood and
Manjit Dhillon reflect
on the Company’s
performance during
2023 and the strategic
outlook.
&
Q&A with our Group CEO and CFO
Q
We see the five-year strategy has been
refined to ‘2.2x by 26’ from ‘22 by 26’,
what were the primary motivations for this
change?
A
Tom: We’ve tweaked our strategic goal of
expanding our portfolio to 22,000 towers by
2026 to achieving a tenancy ratio on our
platform of 2.2x by 2026. Our prior target
included the assumption of acquiring
approximately 5,000 sites and, in the
context of higher interest rates, we currently
do not see attractive inorganic opportunities
that meet our disciplined acquisition criteria.
This of course may change over the coming
years, and we are extremely well-positioned
forthat opportunity within the Africa and
Middle East region; however, today our focus
ison organic growth, driving lease-up and
maximising returns on our existing assets.
Compared to our prior guidance, we expect
afaster pace of colocation lease-up on our
existing platform and now expect to deliver
a 2.2x tenancy ratio by 2026, from 1.9x
today.
Manjit: We have always had a disciplined
approach to capital allocation, aiming to
achieve a sufficient surplus to our cost of
capital. As rates have increased, we have
seen fewer inorganic opportunities available
that meet our criteria, and believe the best
opportunity to create value over the near
term lies in organic investments –
colocations, operational initiatives and
highly selective BTS, as the returns on these
are tremendous. We have a great expanded
portfolio and see significant amounts of
value accretive opportunities in these
markets which will yield the greatest level of
capital efficient growth.
Q
Helios Towers continued its robust
performance in 2023. What were your key
highlights?
A
Tom: 2023 was our first full year
demonstrating the calibre of our enlarged
platform, having experienced rapid platform
growth from 2020 to 2022, adding four new
markets to our portfolio. The performance
has been very impressive. We upgraded
guidance twice, delivered our fastest Adj.
EBITDA growth since IPO and delivered
record organic tenancy growth. Alongside
this, we also saw meaningful ROIC expansion
of +1.7ppt to 12%, driven by our tenancy ratio
expansion of 0.1x.
This reflects the “Helios Towers playbook”.
We focus on adding high-quality tower
assets to our portfolio, and driving organic
growth and returns on those assets through
tenancy ratio expansion and operational
efficiencies. While this is only the first year
with all new acquisitions integrated, we are
delighted with the progress we have made,
particularly as it relates to lease-up.
Manjit: The business has navigated well
through the tough global macroeconomic
backdrop. Alongside achieving the fastest
rate of organic growth and ROIC
enhancement that the Company has
delivered since IPO, we also successfully
strengthened our financial position through
decreasing net leverage by 0.7x to 4.4x and
by extending our average maturity of debt
by one year with a minimal increase in cost
of debt, despite a higher rate environment.
This reflected the improved diversification,
increased hard-currency earnings and scale
achieved by the Company since 2020.
Tom Greenwood
Group CEO
Manjit Dhillon
Group CFO
Strategic Report Financial StatementsGovernance Report
19
Helios Towers plc Annual Report
and Financial Statements 2023
Q&A with our Group CEO and CFO continued
Q
How do you think about the competitive
environment in your markets?
A
Tom: As well as being well positioned across
our markets, with leadership in seven of our
nine markets, our primary focus is delivering
best-in-class customer service.
However, we also recognise that our markets
are some of the most attractive globally
from a growth perspective and as such have
seen the emergence of new tower
companies in some of our markets over the
last few years.
We welcome competition as it ensures we
focus on delivering the best possible
customer service. For example, we
substantially improved our roll out delivery
speed across the Group, with site and
colocation roll out of 139 and 6 days
respectively in 2023. We further improved
power uptime too, increasing to 99.98%
from 99.96% in the prior year.
Customers recognise this service level and
choose us for new roll out, which led us to
delivering record organic tenancy growth
across the Group, in 2023.
Q
With the substantial expansion of the
Company, how have you managed to
ensure the customer service levels are
maintained?
A
Tom: One of the core pillars of our business
is Customer Service Excellence. We believe
that if we can deliver for our customer,
through our business excellence and LSS
principles, we will support value creation for
all our stakeholders.
We aim to provide the best service for our
customers, in particular through power
uptime and speed of delivery, which is highly
valued in the markets we operate that
feature power and infrastructure challenges.
Our best-in-class customer service
levels are driven by our people and our
partners. We develop talented local
teams through a wide variety of training
support, in particular Lean Six Sigma
(LSS), which supports driving continuous
improvement across the Company.
Manjit: In 2023, we also took a number of
steps to drive strategic alignment across
the Company, given the platform growth
seen over the past few years. In particular,
this included hosting strategy days across
each of our markets where everyone in the
Company is discussed our core priorities for
the customer. We call these our ‘must-win
battles’ and they cover our power uptime
performance, speed of delivery, tenancy
roll out and supply chain management.
This gets everyone across the Company
thinking about the customer and identifying
ways in which we can further improve
our service levels and deliver against our
five-year Sustainable Business Strategy.
Q
And more broadly, how did you perform
against your five-year Sustainable Business
Strategy?
A
Tom: We’re almost half-way through our
five-year Sustainable Business Strategy, and
I am really pleased with the progress we
have made. From a customer perspective,
we achieved power uptime of 99.98% in
2023, reducing our average downtime
per tower by almost two minutes per
week across the portfolio, and moving
increasingly closer to our 2026 target of
30 seconds. At the same time, we also
continued to improve our speed to market
in terms of new site and colocation delivery,
which is highly valued by our customers.
From a people perspective, we have trained
53% of our employees in LSS, increasing
11ppt from 42% in 2022. And we see the
benefits of this throughout the organisation,
from improving the customer experience
mentioned above to improving internal
processes and systems. We also maintained
the percentage of local staff at 96% in the
year, in line with our longer-term target of
greater than 95%.
Finally, within Sustainable Value Creation, I
am delighted with the progress in terms of
tenancy ratio expansion, increasing from
1.81x to 1.91x, driven by all markets. Notably
our new markets of Oman and Malawi
increased their tenancy ratios by 0.13x and
0.09x respectively, and are tracking very
well to our expectations.
This expansion has been captured within our
financial performance. Adj. EBITDA
expanded +31% and our ROIC expanded
+1.7ppt year-on-year. In short, we are
progressing very well against our strategic
goals.
Q
How does the impact of higher interest
rates change your strategic thinking?
A
Manjit: We are in a strong funding
position. We have been largely shielded
from interest rate rises to date, with
over 80% of our debt being fixed rate
with an average maturity of four years.
At the same time, our credit profile has
improved, reflecting the consistently strong
performance, scale and diversification
delivered between 2020 to 2022. This
is best evidenced by the new term loan
raise and partial tender offer in 2023. We
extended our average maturity while our
Group cost of debt saw only a minimal
increase, despite global rates increasing
significantly during the past couple of years.
We were very pleased with this outcome
and alongside the improved credit profile,
this demonstrates the great support and
backing from our lending partners.
As we enter 2024, we are beginning to see
the business reach an inflection in free cash
flow generation. Our core focus remains on
driving capital efficient organic growth and
returns, deleveraging and strengthening our
funding position. Importantly, we will soon
see the cash flow generation from our high-
returning investments, and are reviewing
options for the best uses of that capital.
20
Helios Towers plc Annual Report
and Financial Statements 2023
2021 449.1
2022
560.7
2023 721.0
2021 59.0
2022
80.3
2023 146.1
2021 168.3
2022
201.4
2023 268.2
2021 11.8
2022
10.3
2023 12.0
2021 240.6
2022
282.8
2023 369.9
2021 53.6
2022
50.4
2023 51.3
2021 97
2022
96
2023 96
2021 11.14
2022
11.84
2023 12.01
2021 100
2022
100
2023 100
2021 24
2022
28
2023 28
2021 31
2022
42
2023 53
2021 9,560
2022
13,553
2023 14,097
2021 2:50
2022
3:46
2023 1:49
2021 118
2022
141
2023 144
2021 3,289
2022
5,593
2023 5,817
2021 18,776
2022
24,492
2023 26,925
2021 1.96x
2022
1.81x
2023 1.91x
Strategic progress
OUR STRATEGIC KPIS
We monitor our performance using a
range of KPIs and have set ambitious
targets to ensure that we remain focused
on delivering sustainable growth and
value to all our stakeholders.
Financial
performance
READ MORE ON PAGE 67
READ MORE ON PAGE 22
Revenue US$m
721.0
Adjusted EBITDA
Δ
US$m
369.9
Adjusted EBITDA margin
Δ
%
51.3%
Operating profit US$m
146.1
Portfolio free cash flow
Δ
US$m
268.2
Return on invested capital
Δ
%
12.0%
Impact KPIs
1
DIGITAL INCLUSION
Sites #
14,097
Tenancies #
26,925
Tenancy ratio x
1.91x
Downtime per tower
per week minutes
1:49
Population coverage
millions
144
Rural sites #
5,817
LOCAL, DIVERSE, TALENTED TEAMS
Local employees in our
OpCos %
96%
Female employees %
28%
Employees trained in Lean
Six Sigma %
53%
CLIMATE ACTION RESPONSIBLE GOVERNANCE
Carbon emissions per
tenant
2, 3
tCO
2
e
12.01
ISO accreditations
maintained %
100%
Alternative Performance Measures are defined on pages 64–66.
1 Please see the Glossary for definitions of our non-financial KPIs.
2 2021 and 2022 emissions, intensities and energy consumption have been restated to
reflect data improvements.
3 Five established markets in 2020: DRC, Congo B, Ghana, South Africa and Tanzania.
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Impact report
Digital
inclusion
Our infrastructure-sharing model
enables mobile operators to roll out
coverage quickly, cost effectively and
with a lower carbon footprint, that in
turn drives digital inclusion for
communities across Africa and
Sites
14,097
2022: 13,553
Tenancies
26,925
2022: 24,492
Rural sites
5,817
2022: 5,593
Population coverage
144m
2022: 141m
A
cross our markets, communities
are increasingly using connectivity
provided by our towers to access
life-enhancing mobile services for work,
school, health and other vital services. We
also recognise that mobile communications
can make a significant contribution to
the realisation of all 17 UN Sustainable
Development Goals (SDGs)
1
and address
inequalities. As such, keeping our towers
powered and maintaining optimal services
has an increasingly significant impact
across the societies we serve.
Tackling the connectivity and
infrastructure divide
Around 1.2 billion people across Africa
and the Middle East do not use, or are not
covered by, mobile broadband
2,3
– more than
the entire combined population of Europe
and North America. By 2050, the population
in Africa and the Middle East is projected
to increase by approximately 70% to 2.9
billion, far exceeding the 9% growth forecast
across the rest of the world
4
. In line with
this projected growth, telecommunications
infrastructure must operate more efficiently,
offering reliable network service, even
in areas with limited grid availability.
Our infrastructure-sharing model helps
connect more people and narrow the digital
divide. Through the elimination of duplicate
passive infrastructure, we enable mobile
operators to expand mobile coverage faster,
with greater cost efficiency and a reduced
carbon footprint. We are proud to play our
part in closing the infrastructure and
connectivity gap and delivering long-term
social and economic benefits in our markets.
In 2023, we grew our portfolio to 14,097
sites across our nine markets. This includes
around 300 new sites in the DRC,
particularly in rural areas, bringing mobile
connectivity to nine previously unconnected
communities for the first time.
We also added 2,433 tenancies in
2023, far exceeding our initial guidance
provided at the beginning of the year.
This performance reflects the ongoing
infrastructure demand across our markets
and our focus on Customer Service
Excellence. Consequently, our tenancy ratio
expanded at the fastest pace since our
IPO in 2019, increasing from 1.81x to 1.91x.
We continued to see marked improvements
in our rollout speed for customers, reducing
our average colocation and BTS rollout
delivery times by four and 34 days
respectively compared to 2022. We are on
track to achieve our key 2026 target of
24/90 – rolling out colocations in 24 hours
and BTS in 90 days.
1 GSMA Mobile Industry Impact report 2023.
2 GSMA The Mobile Economy Sub-Saharan Africa 2023.
3 UN World Population Prospects database July 2022.
4 GSMA The Mobile Economy Middle East & North
Africa 2023.
Helios Towers plc Annual Report
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22
Impact report continued
OPTIMISING TOWER DESIGNS
WITH IN-HOUSE CAPABILITY
Our teams support continued
improvement in the design of ourtowers.
By reducing the use of steel and
concrete, we can reduce the
environmental impact of our towers as
well as delivery time and cost.
As an example, during 2023, we deployed
a new strengthening solution in Oman,
where no drilling or welding was required.
Clamps were used to reinforce the
structure, resulting in design innovation
and cost efficiency.
We are also exploring bespoke tower
designs for different wind speeds. These
actions support our ongoing climate risk
mitigation actions and prolong the life of
assets.
Rural coverage
Across our markets, governments
acknowledge the significant economic and
social benefits of mobile connectivity and
have set ambitious goals to ensure universal
access for the whole population. With its
vast geography, Africa has a high rural
population, with around 58% of the total
population classified as rural in Sub-Saharan
Africa as of2022
1
. In addition, more than half
of the population in Sub-Saharan Africa
does not use mobile internet despite living in
an area with mobile internet coverage
2
.
For MNOs, rural networks can be more
expensive. Our infrastructure-sharing
modelensures that our rural rollout is
moreeconomical, and our target is to
ownand operate 6,000 rural towers by
2026. In 2023, we brought our total to 5,817,
representing 41% of our portfolio. By the
endof the year we had more than 144 million
people under the coverage footprint of our
sites – up by around three million year-on-
year. Our new markets also contributed to
this growth. For example, in Madagascar,
where we initiated operations in 2022, eight
new areas were provided with coverage for
the first time. Across the Group, we aim to
cover over 164 million people with our
towers by 2026.
Maintaining reliable power
We take pride in providing world-class levels
of power uptime, including in areas where
grid electricity is unreliable or non-existent.
That is how we can ensure our customers
capture full mobile demand, and end-users
benefit from a reliable mobile network to
communicate, work and access financial
services.
We provided power uptime of 99.98%
in 2023, or one minute 49 seconds
average downtime per tower per week
– a 52% improvement on 2022. Our new
markets have also all shown significant
improvements in 2023. In Senegal, we
achieved an all-time portfolio record at just
four seconds downtime per tower per week.
This is a significant achievement for our
Senegal operation which previously had a
downtime of six minutes at its launch in 2021.
In Oman, we achieved an 89% reduction in
downtime per tower to 38 seconds in
December 2023, following 12 months of
operations.
By implementing our standardised
procedures across these markets, we have
seen stable performance and a consistent
reduction in downtime, attesting to our
performance management approach. We
are on track to achieve our 2026 target of
30 seconds downtime per tower per week.
We take a holistic view of our towers to
assess the optimal power configuration that
will maximise uptime, lower fuel
consumption and reduce greenhouse gas
(GHG) emissions. Powering a site with fuel is
both carbon intensive and expensive, which
is why we seek to use grid electricity and
other low-carbon solutions that not only
reduce our environmental impact but also
reduce cost.
Power uptime
99.98%
2022: 99.96%
Average downtime improvement across
our new markets since acquisition
70%
1 World Bank, Open Data (rural population), 2022.
2 GSMA The Mobile Economy Sub-Saharan Africa 2023.
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Impact report continued
Strategic community investment
Alongside the growth of the business
supporting greater digital inclusion, we are
also developing strategic, long-term projects
and partnerships to support communities
local to our towers. According to the
industry body GSMA, Sub-Saharan Africa
has the largest coverage gap globally, with
communities living in rural areas 49% less
likely to use mobile internet than their urban
counterparts. In addition, women in the
region are 35% less likely to use mobile
internet than men
1
.
We focus our strategic community
investment on helping our communities
benefit across three key areas:
– education, skills and digital inclusion;
– access to cleaner power and amenities;
and
– climate and carbon.
We also prioritise women and rural
communities due to the accessibility gaps
that exist. We believe this approach will
maximise our long-term community
investment impact.
Helios Towers School of Engineers
In 2023, we continued to expand our Helios
Towers School of Engineers programme to
encourage employability skills and practical
work experience among students. We
progressed our tailored schemes with
learnerships in South Africa, graduate
schemes and internships in Senegal and
national service in Ghana. We have been
able to achieve our target of 50% women
ineach of these markets with 100% female
intake achieved in South Africa through the
learnership programme.
We continue to roll out the School of
Engineers initiative to all markets, aligning
with national programmes and frameworks
to ensure it delivers the maximum impact
forstudent intake.
Highlights from our markets
SENEGAL
Senegal
Our team in Senegal raised funds to support
1,000 students at a local primary school in
the Thiés region with school supplies. This
ispart of a wider project to develop ICT
facilities at the school, which has 60% girls
as part of the student population. We have
over 200 sites across the Thiés region.
Ghana
Our Ghana team completed construction of
two solar lampposts in 2020, handing this
over to the Nabu and Subrisu communities
to serve as a source of free power to charge
mobile devices. Refurbishment of the
lampposts was then completed in December
2023 for both locations. This community-
based project serves over 500 people in
both communities and nearby towns.
Malawi
In March 2023, Cyclone Freddy caused
widespread destruction in southern Malawi,
displacing families and communities. It was
the longest-lasting tropical cyclone event on
record, with impacts lasting well beyond the
event itself. Our team in Malawi, assisted by
donations from colleagues in Tanzania,
supported around 100 households with food
packages and clothing donations.
DRC
Our team in DRC completed delivery of
three newly designed, fully renewable
phone-charging stations. The stations were
built adjacent to our rural sites in the
northern province of Équateur, where there
is limited grid availability, meaning
communities would have to walk long
distances to charge their phones. The
station is free to use and has received
continuous positive feedback since its
installation.
Congo Brazzaville
Colleagues in Congo Brazzaville volunteered
to plant 1,000 trees along the Congo River
to help prevent the risk of erosion and river
flooding. Our team were delighted to
connect with people from the local
community as part of the initiative, which
was supported by the National Environment
Management Authority.
South Africa
Our team in South Africa partnered with
Food & Trees for Africa to take part in the
Trees for All initiative, planting 65 trees at
three Soweto-based schools near our sites.
A further 160 trees will be allocated to two
more schools in early 2024, together with a
short permaculture workshop and garden
resources to support the cultivation of plants
and contribute to greener shared spaces.
1 GSMA The Mobile Economy Sub-Saharan Africa 2023.
CONGO BRAZZAVILLE
GHANA
24
Helios Towers plc Annual Report
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Madagascar
DRC
Malawi
Congo B
Tanzania
Ghana
Senegal
Oman
South Africa
8
6
6
9
19
18
23
23
24
Impact report continued
We are committed to expanding
our infrastructure efficiently, while
continuing to curb emissions. We
are investing in low-carbon
solutions to power our customers’
networks, while also focusing on
the resilience of our operations to
the impacts of climate change.
Climate
action
Carbon emissions per tenant
6
12.01
2022: 11.84
Sites with RMS installed
7,542
2023 investment in Project 100
US$12m
2022: US$9m
Average grid hours per day
across portfolio
17
1 UN, Addressing climate-related security risks in the
Middle East and North Africa, 2021.
2 World Meteorological Organization, State of the
Climate in Africa 2022.
3 Global Carbon Project, Global Carbon Atlas, 2022.
4 International Energy Agency, Africa Energy Outlook
2022.
5 International Energy Agency, World Energy Outlook
2023.
6 Reflects carbon emissions per tenant for the five
markets where we were operational in 2020.
A
frica and the Middle East are
two regions that are vulnerable
to the effects of climate change
and impacted by more severe weather
compared to the global average
1,2
. Africa
accounts for less than 4% of global
energy-related CO
2
emissions
3
with some
of the world’s lowest levels of access to
electricity
4
. In contrast, the Middle East
region collectively is at the upper end of
energy consumption levels
5
, with significant
variations in access to power. The Middle
East and North Africa (MENA) region
represented 8% of global GHG emissions in
2022
3
.
Reducing our environmental impact
Each of our markets requires a bespoke
approach to ensure we are making efficient
use of our infrastructure to power our
customers’ networks while reducing
emissions. This also supports our customers
to meet their own reduction targets.
Our approach includes reducing our
reliance on generators, connecting sites
to the grid and using hybrid and solar
solutions wherever possible. We are also
targeting increased colocation on our
towers, especially where we are maintaining
reliable power and network services. On
most multi-tenant sites, only a single power
supply is needed to cater for customers’
equipment, minimising generator fuel
usage and site maintenance visits.
We, in conjunction with our maintenance
partners, are committed to providing
exceptional service to our MNO customers.
Our operations teams, supported by
our Network Operating Centres (NOC),
ensure that sites run optimally. Our
performance engineering teams conduct
ongoing performance assessments
and feasibility studies for operational
improvement across each site. Part of our
continuous improvement is focused on
optimising power solutions. The teams
identify and implement alternative energy
sources, taking into consideration site-
specific design constraints, commercial
and technical feasibility, and the unique
power requirements of each location.
We use RMS to monitor site performance.
The system enables our teams to proactively
maintain and optimise site power systems,
and rectify issues as they arise. Using a
real-time view, we can improve power
reliability as well as reduce our fuel
consumption and emissions. We have now
installed RMS on over 7,542 of our sites
with further rollout planned in 2024.
7 Includes both on-grid and off-grid sites.
Average daily grid availability, hours
7
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DRIVING OPERATIONAL
EFFICIENCY
Through remote site configuration, RMS
installation enables us to efficiently
manage power, which is the highest cost
for our business, as well as monitor
customer power consumption. The
outputs have been championed by our
maintenance partners and customers.
With increasing knowledge of site
outages, our teams are empowered
tomake the right decisions efficiently,
limit callouts, and clearly communicate
information to customers. Using the RMS,
our Tanzania team has reduced average
lead times for configuration of sites from
three months to two weeks.
With real-time insights at our
fingertips, we are better equipped
than ever to make informed
decisions and drive our business
forward with confidence.
Deep Joshi, CEO, JD Electronics,
Maintenance partner
CYCLONE IMPACT
During 2023, our markets experienced
two major cyclones: Cyclone Freddy in
Malawi; and Cyclone Tej in Oman. Due
tothe proactive approach of our teams
and business continuity planning, severe
impact was mitigated, with minimal
downtime impacts across our portfolio.
Our teams ensured adequate fuel
stocks, and set up a local response
team with daily communications among
partners and customers. Our team in
Malawi was commended for ensuring
rapid recovery time since taking on
management of the towers, and a
significant improvement compared to
cyclones in previous years.Keeping our
sites running ensures families and first
responders are able to communicate
during challenging situations.
Impact report continued
Climate risk
Climate change poses important risks to our
business, potentially affecting our
operational capabilities and ability to deliver
on our strategic objectives. As a front-line
service supporting disaster relief
communications, it is crucial that we keep
our towers powered continuously, enabling a
stable network. We conducted a
comprehensive climate risk assessment over
2022 and 2023, in which we identified
material climate risks and opportunities
across our markets over the short, medium
and long term.
We developed a dedicated climate risk
register together with our Executive
Committee (ExCo) as part of our overall
riskmanagement. Given the diversity of our
markets, we work closely with both Group
and OpCo teams to continually review risk
mitigations. As we have been seeing more
extreme weather events across our markets,
a number of risk mitigations are already in
place; for example, temporary tower and
power solutions such as Cell on Wheels
(CoWs), hybrid solutions for back-up power
during grid outages, and tower structural
audits. For annually recurring severe
weather events, such as heavy rain seasons,
we develop targeted plans to mitigate the
impact on downtime and on our operations.
READ OUR TCFD DISCLOSURES ON
PAGES 57–62
Carbon reduction initiatives
We are reducing our reliance on diesel
through our carbon reduction programme,
making use of more efficient and cleaner
power solutions. The team identifies
alternative energy sources depending
onlocation, power requirements and
commercial feasibility.
We are continually improving energy
efficiency and the effectiveness of our
maintenance programme to prolong the life
of our assets. With the expected increase in
energy demand needed for 4G and 5G
technology due to equipment upgrades and
increased mobile traffic, we are committed
to exploring low-carbon innovative solutions
to power our towers and reduce emissions.
We invest in the technical skills development
of our partners, whose efficient and
effective maintenance of our towers
contributes to reducing our carbon
emissions and prolonging the life of our
assets. We will be launching a technical
training hub to further support our partners
with best practice in maintenance, as we
look to develop our carbon reduction
knowledge across the portfolio.
Grid connections
We primarily connect off-grid sites to grid,
to reduce fuel consumption and ensure
resilient supply. In 2023, we continued to
invest in grid connections, which are the
most effective power investment we can
make. In Malawi, we continue to partner with
the national electricity operator, ESCOM, to
deploy new grid connections across 300
sites and restoration across 80 sites. We
have connected 35 sites during 2023 with
further sites to be connected in 2024.
Grid optimisation
We continue to improve our sites’
utilisation of the grid. Grid power is often
lower in emissions, has a stable supply
and, in certain markets, is renewably
generated. The data from RMS allows us
to understand the quality of the grid, and
potential improvements we can make to
optimise power. Sites can maximise use
of grid supply using equipment such as
automatic phase selectors, and in turn
minimise usage of diesel generators.
Hybrid solutions
Hybrid installations involve running the
generators with improved efficiency by
operating them at a higher load for a shorter
time, with the remaining time covered by
stored battery energy. We are transitioning
to longer-life lithium battery technology,
which we have seen continually improve in
cost and power density over recent years.
26
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5
Grid Hybrid/Solar
Generator
17
2
Impact report continued
MINI-GRIDS
We continued to expand our partnership in
DRC with a solar-based mini-grid company
to supply renewable energy to selected
off-grid, rural towers, with nine
connections in 2023. Connecting to
mini-grids has provided a reliable source of
power, avoiding thousands of litres of
Note: Figures above do not sum to 100%
as some grid connected sites are also
equipped with hybrid and/or solar.
Average daily power consumption
across portfolio during 2023 (hours)
Solar solutions
As part of our carbon reduction efforts,
we are generating more energy from
renewable sources and reviewing power
stability. We use solar solutions where
possible at off-grid and limited-grid sites,
in particular for sites that are challenging to
access and refuel. We are exploring larger
panels on sites in Tanzania to determine the
effectiveness of improved panel technology.
During 2023, we upgraded over 300
sites in Ghana with solar power as part
of our approach to use the market
as an innovation hub for trialling new
technologies. As of December 2023, 38%
of our network in Ghana is now covered
by a renewable power source. By utilising
solar as a complementary power source,
together with hybrid batteries, we have
reduced our use of grid consumption. We
have also implemented solar solutions in
Tanzania and DRC, and will be exploring
further options for solar rollout as well as
partnerships with mini-grid providers.
Wind technology
Wind technology is most effective where
average wind speed exceeds five metres per
second. Having analysed wind speeds across
regions, we understand that wind power has
potential in Oman, Senegal and Tanzania.
The proof of concept is ongoing into 2024.
Alternative fuel
We are exploring advanced generator
solutions, gas engines and fuel cells, that run
on low carbon fuels, such as methanol,
hydrotreated vegetable oil (HVO) and
biogas. We intend to future-proof
generators as low-carbon fuels become
more available in our markets.
Sites connected to the grid
79%
Hybrid sites
27%
Solar sites
6%
generator diesel in 2023, with an average
renewable grid availability of 18 hours a
day. DRC averages around six hours a day
across the rest of our portfolio. We are
looking to further expand our site mini-grid
connections through partnership in 2024.
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31%
26%
Scope 1
2
Scope 2
2
Scope 3
2
43%
Impact report continued
Emissions and energy
Tracking our energy consumption and
associated emissions is a key part of our
carbon roadmap. We share data with our
customers and collaborate with them to
reduce our overall impact. By reducing
emissions from our sites, we are helping
customers to reduce their indirect emissions.
Recalculations
In line with our Recalculation Policy (see
Reports), we have recalculated our 2020–
2022 footprints and energy consumption as
a result of:
– new acquisition: Oman, closed December
2022;
– data accuracy improvements (such
asemissions intensity data from the
International Energy Agency) and
standardisation in our data
methodologies; and
– Scope 3 historical emissions.
2023 carbon footprint
Our Scope 1 emissions have seen a 11% uplift
from 2022, primarily due to an increase in
diesel consumption in DRC, Tanzania and
Malawi, broadly in line with average tenancy
growth.
Scope 2 emissions also saw an increase due
to tenancy growth and higher grid electricity
emission factors for Tanzania, Ghana,
Madagascar and Senegal. This was partially
offset by the investment in solar panels on
over 300 sites in Ghana.
Our Scope 3 emissions have increased
in 2023 mainly due to the associated
emissions from extracting, refining and
distribution of fuels and electricity for
our towers, constituting over 60% of
2023 Scope 3 emissions. Our focus on
reducing fuel consumption will result in
reduced emissions from this category.
We are adapting our approach as we
understand more on reduction initiatives
and have demonstrated that we can
improve efficiency across our portfolio,
whilst decoupling emissions from growth.
Energy efficiency
The largest source of energy consumption
across our sites is diesel for our towers. We
focus on reduced reliance on our generators
and connect to grid electricity where
possible as this has lower emissions.
Supported by our RMS data, we are also
able to continually optimise maintenance
visits, to avoid thousands of kilometres
potentially driven each month.
Energy use (kWh)
Tower grid electricity
Office grid electricity
Tower generator diesel
Vehicle diesel
Vehicle petrol
Total
Our 2023 footprint
1
tCO
2
e
453,348
UK Streamlined Energy and Carbon Reporting (SECR)
In accordance with SECR recommended requirements, the table provides a summary of GHG
emissions and energy data for Helios Towers’ UK operations, in comparison with global data.
Our reporting is prepared in accordance with the WRI Greenhouse Gas Protocol: Corporate
Standard, Revised Edition.
2022
3
2023
UK and
Offshore Global
4
UK and
Offshore Global
4
Scope 1 (tCO
2
e) 0 0
Scope 2 (tCO
2
e) 91 54
Scope 3 (tCO
2
e) 5,566 8,057
Total gross Scope 1 and Scope 2
emissions (tCO
2
e) 91 54
tCO
2
e per tower – –
tCO
2
e per tenant – –
Energy consumption used to
calculate above emissions (kWh) 163,034 93,725
Total emissions per year tCO
2
e
2020
3
2022
3
2023
Scope 1
Scope 2
Scope 3
Total
Our baseline year is 2020.
Our 2023 Scope 1, 2 and 3 (category 3)
emissions have been externally assured.
FOR OUR ASSURANCE STATEMENT SEE OUR
REPORTING SUPPLEMENT
1 Our 2023 footprint includes all markets.
2 Scope 1 includes tower diesel, fuel used for company vehicles and refrigerants. Scope 2 includes tower grid electricity
and electricity purchased for our offices. Scope 3 includes well-to-tank and transmission and distribution of energy,
capital goods, purchased goods and services, business travel, freight, employee commuting and working from home
emissions, and downstream leased assets. Scope 3 emissions include calculations using the Comprehensive
Environmental Data Archive (CEDA).
3 2020 and 2022 emissions, intensities and energy consumption have been restated to reflect acquisitions in new
markets and data improvements.
4 ‘Global’ excludes UK and offshore. All markets are reflected.
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Supportive public
policy environment
Proliferation and
decarbonisation of grid electricity
Innovation in battery
and renewable solutions
Colocation
growth
Adding more tenants
onto our towers
Carbon reduction
programme
Building and scaling our current
carbon reduction initiatives
Carbon reduction
innovation
Investing in innovative solutions
to further reduce our carbon
HOW WE WILL ACHIEVE OUR TARGET
2022–2030
OUR 2030 TARGET
46%
CO
2
e reduction per tenant
from 2020 baseline
ENABLERS
Project 100
US$100m investment
Strategic partnerships
with our customers and suppliers for low-carbon solutions
Impact report continued
– many of our markets rely heavily on
fossilfuels like coal and diesel for power
generation, and their electricity grid
infrastructure is often underdeveloped
and unreliable. Transitioning to cleaner
energy sources like solar and wind power
requires significant infrastructure
investments and overcoming grid
limitations in many regions;
– supportive government policies and
regulations are essential for driving
decarbonisation in the mobile industry.
Thisincludes policies and incentives
promoting renewable energy adoption,
the rollout of low-carbon technologies,
and self-generation of renewable energy;
and
1 Per tower and per tenant data is based on the
averagenumber of towers and tenants during the year,
calculated using monthly data for our five markets that
were operational in 2020.
2 Our net zero ambition does not refer to the Science
Based Corporate Net-Zero standard. In practice, we
have defined this as a 90% reduction in our Scope 1, 2
and 3 emissions from a 2020 baseline.
Performance against target
Our target is to reduce carbon intensity per
tenant by 46% by 2030. This target covers
Scope 1 and 2 emissions, where we can make
the most material impact, from a 2020
baseline year. This target translates to
maintaining absolute emissions for these
markets at 2020 levels, despite the
substantial requirement for increased mobile
infrastructure compared to developed
markets.
Our carbon target, launched in late 2021,
covers Tanzania, DRC, Ghana, South Africa
and Congo Brazzaville – the five markets
where we had operational data for the 2020
baseline year. These markets represent 71%
of our total Scope 1 and 2 emissions in 2023.
Scope 1 and 2 emissions per tower and
per tenant (tCO
2
e)
1
2020 2022 2023
Tower 25.30 25.55 27.00
Tenant 12.03 11.84 12.01
We saw a 1% increase in intensity compared
to 2022 and 0% movement compared to
the 2020 baseline. This is slightly behind
our target for 2023. Compared to our
initial expectations, DRC, a fuel intensive
market, has seen higher fuel consumption
largely reflecting better-than-expected
site and tenancy roll out, particularly in
rural locations. Three of the five markets
have shown reductions on a per tenant
basis, with Tanzania’s intensity reduction
giving rise to the overall decrease in
intensity since the baseline year.
During 2024, we will rebaseline our 2030
intensity target to include our acquisitions
in Senegal, Madagascar, Malawi and
Oman. Each market has differing energy
requirements and we are looking to
optimise our assets, considering this
power landscape. This will also involve
a review of our long-term net zero
2
ambition. We are required to balance this
ambition with the current limitations and
dynamics of our operating environment:
– the expected 5G rollout will significantly
increase the energy demand on our
towers
due to additional equipment.
We will continue to focus on energy
efficiency through our asset optimisation
supported by RMS, grid connectivity,
battery storage, renewables and alternative
biofuel technologies.
READ OUR TCFD DISCLOSURES
ONPAGES57–62
Project 100
We have committed to invest US$100 million
between 2022 and 2030 on carbon
reduction and innovation programmes. We
are testing viable solutions across our
markets and in particular, we are looking to
improve our energy efficiency and reduce
reliance on diesel generators.
During 2023, we spent US$12 million on
upgrades to support site efficiency,
including; renewables, grid connections and
restorations, hybrid solutions and RMS
equipment.
We are continuing to review the potential of
each solution considering emissions
intensity of the grid, renewable power
potential and availability of Power Purchase
Agreements (PPAs) and alternatives to
define the best approach for each market.
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Tanzania
DRC
Congo B
Ghana
South Africa
Madagascar
Senegal
Malawi
Oman
Corporate
104
35
33
43
55
56
44
141
42
172
Impact report continued
Our success is built on the diversity of
our teams, and a working environment
that is inclusive. We focus on
developing an engaged workforce and
embedding a culture of learning and
development across the business.
Local, diverse,
talented teams
Local employees in OpCos
96%
2022: 96%
Employees trained in LSS
53%
2022: 42%
Female employees
28%
2022: 28%
Investment in training
US$1.5m
W
e ensure that the Company’s
strategy and culture is well
embedded throughout the
organisation. Across 2020 to 2022, and as a
consequence of our geographical footprint
doubling, we saw headcount increase by
45%. Accordingly, in 2023 there was a
strong focus on integrating our teams.
Engaging our people
It has been important to ensure interaction
across the Group to leverage best practices.
We have continued to hold regular Group-
wide town halls, bi-annual strategy days and
OpCo team meetings to maintain regular
engagement with our teams to further
embed our Sustainable Business Strategy.
This year, we introduced functional off-site
meetings, bringing together OpCo teams to
further reinforce collaboration and strategy
ownership across our markets.
During the year, collectively our Group CEO,
ExCo and multiple Board members visited all
markets, taking the opportunity to talk to
colleagues, and holding roundtables to
discuss business plans.
Our designated Non-Executive Director for
workforce engagement, Sally Ashford, also
held a ‘Voice of the Employee’ engagement
session with our new colleagues in Oman to
support integration to the Group. The
sessions involved one-to-one meetings with
Managing Directors, Heads of Functions and
local HR to gather feedback and understand
areas for improvement, which have been
captured in the action plan for 2024.
Developing a diverse, inclusive workforce
We aim to be a business whose workforce
reflects the customers and communities
we serve, and we actively work to create a
culture that values different backgrounds
and perspectives. Diversity, equity and
inclusion (DEI) sits at the core of our
values and our Sustainable Business
Strategy and is a priority for the Board.
725
PULSE ENGAGEMENT SURVEY
In 2023, we carried out a survey focused
on employee engagement, which
serves as a check-in alongside the main
engagement survey that is held every
two years. The results were used to
assess the progress of localised action
plans for each OpCo and included areas
for improvement such as a focus on
wellness, improving feedback culture and
standardisation of internal processes.
We were pleased that again 100% of
eligible colleagues took part in the
survey, demonstrating the interest in
feedback on the effectiveness of our
employee engagement action plans.
Employees by region
1
1 Includes permanent, fixed-term and temporary
employees; reflects year-end data.
Helios Towers plc Annual Report
and Financial Statements 2023
30
28%
72%
Female – 202 Male – 523
81%
10%
Ethnically diverse
Other
Not disclosed
9%
READ MORE ON MANAGEMENT AND BOARD
DIVERSITY IN THE NOMINATION COMMITTEE
REPORT ON PAGE 92
Impact report continued
We are committed to contributing to the
local economy by hiring and empowering a
localised workforce. In 2023, our OpCo
workforce reflected 96% local employees, in
line with our 2026 target of 95–100%, which
allows flexibility for colleagues who wish to
gain experience internally in different
markets.
At the end of 2023, our ExCo comprised
27% women and we had 28% women
working across our business (2022: 28%),
nearing our 2026 target of a 30% female
workforce.
We acknowledge that building a gender-
diverse workforce can be challenging within
our markets and the fields of engineering.
We have a number of initiatives to support
gender diversity across the business. During
2023, we launched our updated internal DEI
policy which commits to equal opportunities
and ensuring Helios Towers is a place where
all colleagues feel a sense of belonging.
In addition we have continued providing
mandatory training for all staff on ‘Your
role in workplace diversity’, reinforcing our
commitments to DEI. Within our OpCos
we focus on recruiting female engineers as
part of our School of Engineers programme,
which is targeting a 50% female intake.
To support leadership development, 25 of
our female colleagues have been mentored
during the year by our female Board
members, who shared insights as part of our
women’s mentoring circle.
Supporting colleagues’ wellbeing
Helping our people to stay safe, engaged
and healthy has long been a priority for
us, and we are committed to supporting
colleagues in balancing personal and work-
related commitments. Wellbeing and health
were key areas of focus that emerged from
our 2022 Employee Engagement Survey,
and our teams often conduct localised
initiatives throughout the year. In addition,
we have relaunched our Group-wide
employee assistance programme provided
by ICAS, a 24-hour service supporting
employees who may be facing crises.
Gender (Group-wide)
Ethnicity (Group-wide)
WOMEN’S MENTORING CIRCLE
As part of our commitment to build a more
inclusive culture where all our people thrive
and progress, we launched the first Helios
Towers mentoring circle, supporting
potential women leaders.
The women’s mentoring circle gave
25colleagues across the Group the
opportunity to take part in monthly
mentoring sessions over six months. These
have been facilitated by three of our female
Board members who acted as mentors and
hosted discussions on career and personal
development, with resources to develop
leadership skills and knowledge.
The forum provided the opportunity to
learn from the mentors and each other,
share experiences and network. We have
taken feedback from the current cohort of
mentees to help develop our next phase in
mentoring through a reciprocal mentoring
programme, where both colleagues will
take on the role of mentor and mentee. Our
aim is for participants to exchange insights
and experiences, and to discuss forward-
thinking ideas that will encourage DEI
across Helios Towers.
This mentorship circle provided
a safe space where any topic
could be discussed among trusted
mentors and colleagues. We were
guided on how to effectively
develop our learning agility to
stretch our minds, build our
knowledge and incorporate new
learning.
Doreen Akonor
Group Director, People, Organisation
andDevelopment
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31
Helios Towers plc Annual Report
and Financial Statements 2023
1.DEFINE
Define the problem
2.MEASURE
Quantify the problem
3.ANALYSE
Identify the cause of the problem
4.IMPROVE
Solve the root cause and verify improvement
5.CONTROL
Maintain gains and pursue perfection
5
2
3
4
1
LEAN SIX SIGMA
METHODOLOGY
A
C
T
P
L
A
N
S
T
U
D
Y
D
O
1.DEFINE
Define the problem
2.MEASURE
Quantify the problem
3.ANALYSE
Identify the cause of the problem
4.IMPROVE
Solve the root cause and verify improvement
5.CONTROL
Maintain gains and pursue perfection
5
2
3
4
1
LEAN SIX SIGMA
METHODOLOGY
A
C
T
P
L
A
N
S
T
U
D
Y
D
O
1.DEFINE
Define the problem
2.MEASURE
Quantify the problem
3.ANALYSE
Identify the cause of the problem
4.IMPROVE
Solve the root cause and verify improvement
5.CONTROL
Maintain gains and pursue perfection
5
2
3
4
1
LEAN SIX SIGMA
METHODOLOGY
A
C
T
P
L
A
N
S
T
U
D
Y
D
O
Impact report continued
During 2023, we also took action across
all our OpCos to deliver reward initiatives
aimed at retaining talent and supporting
long-term careers for all colleagues. In
the first quarter, we rolled out a salary
increase off-cycle in certain markets
aimed at alleviating inflationary pressures
and deployed a new round of the HT
SharingPlan. This plan, launched in 2021
and paid after three years, rewards our
colleagues for collective performance as it is
directly linked to the evolution of our share
price over the three-year period. We also
expanded the coverage of our long-term
incentive plan (LTIP) to more colleagues,
as a way to retain and reward key talent.
Learning and development across our
business
Our learning and development programme
is key to our success, supporting the
upskilling of our colleagues and delivering
field-based training to our maintenance
partners to promote efficient operations.
Our learning management system
provides our workforce and partners with
access to modules covering topics such
as, business skills, compliance, health
and safety, environment and field-based
preventative maintenance. In 2023, on
average our colleagues completed 33
hours of training and we invested US$1.5
million in programmes for our people.
LEAN SIX SIGMA: OUR BUSINESS EXCELLENCE FOUNDATION
WELLNESS INITIATIVES IN
TANZANIA
Our colleagues in Tanzania have organised
sessions each quarter to improve
awareness of wellbeing, motivating teams
to develop healthier habits. Sessions were
held on keeping active, coping with loss
and reaching out for help. A special
session wasalso held to support men’s
wellness, supporting colleagues in a safe
and open discussion session. We have
seen an increase in the use of the
employee assistance programme by male
colleagues in Tanzania since the sessions
this year.
Lean Six Sigma (LSS) is a team-focused
managerial approach, enabling our teams to
ask why we are doing a particular activity,
whether it needs to be done and to
determine if it is an efficient and sustainable
way of delivering a solution to our
customers.
This has unlocked efficiencies across the
business, and we were delighted to be
recognised for ‘Excellence in Lean Six
Sigma’ at the UK Excellence Awards,
whichare promoted and managed by the
British Quality Foundation. As of 2023, 53%
of our colleagues are trained in LSS, and we
aim to increase that to 70% by 2026.
2021 31%
2022
42%
2023 53%
READ MORE ON OUR IMPACT IN ACTION
PAGE10
CEO COMMENDATION AWARD
Our annual CEO Commendation Award is
an opportunity to recognise colleagues
for their contribution to Helios Towers and
success in delivering our Sustainable
Business Strategy. This year, we received
more than 250 nominations from across
all our markets and functions, with 13
winners from various OpCos.
From cost savings, efficiency
improvement and revenue enhancement
to stakeholder and customer service
excellence and environmental impact, all
winners had made a significant impact.
The winners were awarded with a cultural
experience in Morocco hosted by the
Group CEO and other members of the
ExCo. The winners’ initiatives are also
featured in town halls, inspiring other
colleagues to apply the learnings as part
of their own projects.
Cochlea Production
32
Helios Towers plc Annual Report
and Financial Statements 2023
Impact report continued
DEVELOPING THE LEADERS OF
TOMORROW
We continued with our third cohort at
ourCranfield Leadership Development
Programme in 2023, with 25 team
members from various functions and
markets taking part at the prestigious
Cranfield School of Management.
We also developed a bespoke short
programme, partnering with both
Cranfield School of Management and
other suppliers, to upskill senior leaders
during our annual leadership conferences.
In 2024, we are looking to introduce two
further specialised programmes. The first
is aimed at managers, supporting
leadership skills development, with the
second aimed at strengthening the
support available for our female leaders.
Fostering local talent
We are committed to maximising the
positive impact our business has by
recruiting locally in our OpCos and
providing the appropriate development
support. We also develop skills internally
and empower our management teams
to promote from within. During 2023,
we had 76 internal promotions. We have
maintained our commitment to local
employees, including four new Managing
Director appointments this year from
within the business. Following the launch
of the Cranfield Leadership Programme
during 2022, a selection of participants
who took part have progressed further into
leadership positions across Helios Towers.
David Dzigba
David joined Helios Towers Ghana in 2010
as Head of Financial Reporting. Following
10 years of experience across OpCos, David
was then promoted to Malawi Launch
Director in 2021, managing its entry as the
leading independent towerco, alongside site
and tenancy expansion. David was promoted
to Managing Director for Malawi in 2022.
Jadawy Al Riyamy
Jadawy joined Helios Towers in 2021 as
MENA Business Development Director, and
has been instrumental in supporting the
integration of our newest OpCo Oman,
leading the navigation of initial engagement
to successful closure. Since launch, Jadawy
has helped to establish strong governance
across operations in Oman, with significant
improvements in downtime per tower.
Jadawy was promoted to Oman Managing
Director in 2023.
Fatoumata Mbaye
Fatoumata joined Helios Towers in 2021 as
Finance Director for Senegal, supporting the
successful integration of the assets.
Fatoumata holds an LSS Orange Belt and
directly supported the Projects team in
Senegal to improve cost efficiencies per site.
Due to her expertise in managing projects
across functions, Fatoumata was promoted
to Deputy Managing Director for Senegal in
January 2024.
Togani Ngotta
Togani joined Helios Towers in 2015 and
possesses a vast experience of governance
at Helios Towers through her previous roles
in the Commercial team. In addition, Togani
was also involved in supportive roles within
HR and Compliance and holds a LSS Black
Belt. After training at Cranfield, her role
expanded during 2023 to Head of Business
Support, where she manages both SHEQ
and Property within Tanzania.
Internal promotions
76
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Helios Towers plc Annual Report
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Impact report continued
Responsible
governance
ISO accreditations maintained
in 2023
100%
Maintenance partners with
IVMS installed
94%
SHEQ partner audit score
96%
% spend with local suppliers
81%
Responsible governance underpins
our Sustainable Business Strategy,
guiding our delivery, keeping our
people safe and managing our
performance to create a positive
impact for all stakeholders.
T
he way we conduct business is
reinforced by our values of integrity,
partnership and excellence. We
work with our colleagues, suppliers,
contracted partners and peers to drive
safe, responsible and ethical behaviour,
and improve industry standards. To support
integration in our newer markets, we
trained both our own teams as well as our
partners and third parties on our Group
policies and procedures.
Sustainability Committee
We established a dedicated Sustainability
Committee in 2023 as a Committee of the
Board to ensure we are able to explore
our social and environmental risks and
opportunities even further, while proactively
preparing for compliance with evolving
regulations. The Committee monitors
the implementation of the Group’s
Sustainable Business Strategy, policies
and standards and reviews the Company’s
performance, taking into account the
Company’s purpose, values and culture.
READ MORE ON OUR SUSTAINABILITY
COMMITTEE ON PAGE 94
Health and safety
The safety of our people and partners
is a priority in everything we do and is
one of our key human rights areas. We
champion everyone – our colleagues
and our contracted partners – to engage
positively with our programme for health
and safety throughout the year. We
monitor and report on the safety and
performance of our contracted partners
in the same way we do our own people.
Our ambition is to significantly improve
awareness of safe working practices, as
wework in markets with limited regulatory
oversight and enforcement of safety. We
work closely with our field teams who build
and maintain our towers, to create a shared
safety culture and improve standards across
the industry.
Reporting and learning culture
We have an open reporting culture that
contributes to a more forward-looking
and preventative approach to safety. We
encourage our partners and colleagues to
report observations, near misses and all
incidents, enabling us to learn and reduce
the risk of more serious incidents. As an
example, our near miss reporting rate rose
in 2023, due to greater incident reporting.
The Group Incident Review Board reviews
reported incidents and identifies lessons
learned to drive reforms to our practices
that will improve safety performance.
We are also increasing visibility of Group
statistics to improve operational controls
and support our learning culture.
In 2023, we revisited our SHEQ due
diligence with partners. We continue to
develop stronger safety governance of
our partner network, particularly focusing
on the management of subcontractors.
Since 2019, we have reduced major severity
rates by over 67%, an improvement
that demonstrates parity within the
thresholds of UK industries – agriculture
and fisheries, and construction, based
on the Health and Safety Executive.
Helios Towers plc Annual Report
and Financial Statements 2023
34
Impact report continued
Safety management and governance
Our culture of safety runs through the whole
organisation – health and safety is the first
item on the agenda from every Board
meeting to our on-site briefings. We adhere
to the highest international safety standards,
with rigorous performance monitoring. Our
management system across all nine OpCos
complies with the ISO 45001 health and
safety standard. We also provide active
guidance to help our maintenance partners
achieve this standard. In 2023, 16 of our 17
maintenance partners were ISO 45001
certified.
We continually look for ways to improve
site safety when we build new towers and
always explore new ways to improve safety
monitoring. In 2023, we further expanded
our virtual supervisor tools with in-vehicle
monitoring systems (IVMS), dashcams, smart
camera helmets and iAuditor (digital ‘setting
to work’ tool). These tools allow us far greater
visibility and control across our dispersed
and outsourced operational footprint,
providing ‘virtual supervision’ solutions where
once these activities had been undertaken
on a remote and lone working basis.
READ MORE ON OUR IMPACT IN ACTION
PAGE 11
‘Visible Felt Leadership’ is one of our leading
SHEQ initiatives, encouraging visibility from
the top and an awareness of safety being a
priority at all levels. With this initiative, the
leadership team in each OpCo undertakes
monthly site safety tours and our ExCo
colleagues undertake site safety tours
during their OpCo visits. This provides an
opportunity for our leadership teams to
engage with our partners, recognise good
practices and share insights.
Our OpCo Managing Directors also review
detailed assessments with maintenance
partners every month. We use a bespoke
quantitative benchmarking tool consisting of
127 SHEQ criteria to audit our partners.
Performance is reviewed during SHEQ
governance reviews at both Group and
OpCo levels. During the year, our
maintenance partners scored 96% overall in
our audit.
2023
2022
2021
0.18
0.52
0.24
2023
2022
2021
0.51
1.24
0.66
2023
2022
2021
1.45
2.08
2.44
Total recordable case frequency rate
1
%
Road traffic accident frequency rate
2
%
Lost-time incident frequency rate
1
%
Near miss reporting rate
139%
2022: 92%
Maintenance partners certified to
ISO45001
16/17
1 Per one million people hours worked.
2 Per one million kilometres driven.
Recognition of our safety performance
We were proud to be recognised in the 2023
Royal Society for the Prevention of
Accidents (RoSPA) awards, achieving a
Silver award in our first submission to the
Society. The award indicates a high level of
safety performance across Helios Towers,
supported by strong management systems
that are delivering consistent improvement.
Safety initiatives
We continue to implement safety initiatives
to reduce our greatest areas of risk, that
include working at height and driving, and
look to utilise best-in-class technologies to
efficiently support operations.
Driving
Driving continues to be the greatest physical
risk to our workforce and our partners, with
approximately 17.5 million kilometres
completed per year across disperse sites,
sometimes in remote locations with poor
road conditions. We mandate that our
vehicles, and those of our partners, are
equipped with an IVMS, with 94% of our
maintenance partners having this installed.
This has improved driving behaviours and
reduced our accident frequency rate.
To further support this we have introduced
the use of dashcams, enabling us to
capture more driving parameters that
an IVMS cannot measure alone. We have
found that where an IVMS has been
fitted and where driving performance
has remained consistently within our
threshold limit, we have had no significant
road traffic accidents requiring in-patient
care during the year. We recognise good
driving behaviours and reward partners
that align with this consistently.
Working at height
All our partners have received specific
training for safe mechanical lifting, with all
lifting equipment being checked and
certified as fit for use by a third party. We
also partner with Gravity Training, a work-at-
height specialist, to deliver courses with our
colleagues and partners.
Raising industry standards
As we prioritise a learning culture, we also
help to support the wider industry by
sharing best practice and learnings from our
own development.
We hold partner conferences, which
include the opportunity to communicate
on progress and reward teams for the
best safety initiatives. During 2023, we
held a conference with 15 partners in DRC,
and safety days in Congo Brazzaville,
Ghana, Oman and South Africa.
Externally, we participate in many events
and groups to promote working safely and
participate in government and industry
initiatives. We were delighted to be invited
to speak on safety at the fifth annual
Lifting Safety to New Heights event, which
promotes higher standards for health
and safety in the telecoms industry in
Africa, and at TowerXchange Africa on
best practices in health and safety.
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Helios Towers plc Annual Report
and Financial Statements 2023
Impact report continued
Governance and compliance
We apply the highest standards of
governance and comply with all applicable
laws and best practice and ensure that our
commitment to ethical business conduct is
never compromised wherever we do
business. Our compliance programme is
managed by our Group Legal function, with
Board oversight. Compliance reviews are
included as a standing agenda item on all
Board, Audit Committee and Executive
Leadership Team (ELT) meetings.
We also have Regional Compliance
Managers in our Anglophone and
Francophone markets. They are responsible
for overseeing and embedding compliance
across our operations, supported by a
trained network of compliance champions in
each market.
We expect all of our colleagues and
ourcontracted partners to uphold our
standards, as set out in our Code of Conduct
and Third Party Code of Conduct. These
Codes set out our commitment to business
integrity and cover a broad range of topics
including handling conflicts of interest,
compliance issues, environmental, equal
opportunity and non-discrimination
standards. Both policies are supported by an
internal Integrity Policy that addresses
specific risks including bribery and
corruption, as well as modern slavery.
In 2024, we will be rolling out additional
conflict of interest guidelines, together with
training sessions which will help to further
clarify how to identify and manage actual
and potential conflicts of interest. We
conduct an annual Code of Conduct and
associated policy declaration with all
markets, raising awareness of the topic at
year-end. 100% of employees completed the
declaration in 2023.
Compliance monitoring and evaluation
We conduct a review of compliance
monitoring in each of our OpCos. In 2023,
the review was conducted by an external
organisation, and a report summarising the
findings was shared with OpCo management
and the ELT, together with any remediation
plans to be implemented. A summary report
was also provided to the Audit Committee.
Our reporting hotline EthicsPoint® is also
available to all employees and partners,
should they wish to raise concerns about
actual or potential non-compliance,
confidentially and anonymously. The
General Counsel and Company Secretary,
Director of Human Resources and the Group
Head of Compliance receive details of all
incidents reported via the hotline. Ultimately,
the Audit Committee has oversight of all
cases that are logged on EthicsPoint®.
We investigate all hotline reports in line with
Group policies, which include non-retaliation
provisions. Appropriate disciplinary and
remediation actions for non-compliance are
identified and effected, as necessary. A
simplified mobile portal is also available for
reporting any potential concerns. While
retaining the confidentiality of the process,
outcomes of investigations have been
shared with all OpCos as part of our training
to ensure EthicsPoint® has greater visibility
and promote confidence in the system.
TOWER INNOVATION WITH MECHANICAL HOISTS
Working with Gravity Training, our team
inMadagascar set out to build a large
72-metre-high tower using mechanical
rather than manual lifting. The aim was to
create a build process that was more
efficient and offered superior build quality,
while making no safety compromises and
eliminating the use of casual labour. As a
comparison, another identical tower was
built in unison, using traditional methods.
The site build was monitored closely to
ensure the tower was built with precision.
The team using the new mechanical lifting
technology completed the tower build
three days faster than the other team.
Seven out of nine markets have now
completed the official training and
weanticipate further improvement
whenthis is delivered across all teams.
36
Helios Towers plc Annual Report
and Financial Statements 2023
Impact report continued
Anti-bribery and corruption
We have a zero-tolerance policy for any
form of bribery and corruption and expect
all our colleagues and contracted partners
to uphold our standards. We have robust
policies and procedures in place, and are
mindful of the elevated risk of bribery and
corruption in our markets, as we regularly
interact with third parties, including
government officials, to obtain construction
and operational permits. We have achieved
ISO 37001 accreditation for our anti-bribery
management system.
We use a third-party risk management
platform that allows us to conduct screening
checks on partners, in addition to the usual
supply chain checks. The platform identifies
third parties that are flagged on sanction
lists and other enforcement watchlists.
Training our people and partners
All new employees are required to
participate in a 90-minute initial compliance
training session, which provides practical
examples of our Code of Conduct in
practice. Colleagues in higher-risk functions
such as Supply Chain and Property are also
required to take periodic refresher courses.
Group-wide training and knowledge sharing
takes many forms, and in 2023 we:
– provided training to colleagues in our
newer markets, including Oman;
– conducted investigation outcome training,
based on cases logged on EthicsPoint®;
– maintained an officials register that
includes all interactions where values are
exchanged. The information contained in
the register is shared with the Executive
Management team every quarter as part
of the compliance quarterly report to keep
the teams informed;
– organised supplier forums with customers
and suppliers in Ghana and Tanzania to
discuss our Third Party Code of Conduct
and develop capability in compliance.
Similar forums will be organised in other
markets in 2024;
1 This is based on monthly, voluntarily reported people
hours from our partners in 2023.
– trained third-party organisations on
anti-bribery and corruption through our
risk management platform;
– provided Third Party Code of Conduct
training to our partners in all markets; with
Oman to complete in H1 2024; and
– launched communications campaigns on
anti-corruption, sanctions screening and
anti-fraud, complemented with online
training modules and face to face
discussions. 100% of our people
completed the online training.
Responsible supply chain
Helios Towers works with suppliers
around the world to meet the needs of
our business and customers, with a strong
focus on local sourcing wherever possible.
As part of our Partner Engagement
Programme, we work closely with our
suppliers, contractors and peers to drive
responsible and ethical behaviour, doing
our utmost to keep everyone working
in our operations safe from harm and
treated fairly. We support an indirect
workforce of more than 11,500
1
people
who build, maintain and secure our sites.
Our product procurement typically
comprises telecom towers, generators,
rectifiers, solar and hybrid power units,
andfuel. We engage local contractors
aspartners in services such as site
maintenance, civil construction, power
management and the provision of security.
81% of our spend is with local suppliers.
We believe in close collaboration with
our contractors with a ‘One Team, One
Business’ ethos. This includes sharing
offices with our partners, embedding
operational excellence and LSS principles
across the team. Investing in the skills of our
partners helps to develop the knowledge
and capability of their field teams, which
is critical to us meeting our power uptime
targets and maintaining our assets in the
long term. Our Learning and Development
team undertakes skills gap assessments and
delivers field-based training programmes
that help them to align with international
standards and best practice, which benefits
their businesses as a whole and contributes
to a more skilled local workforce.
Advancing labour and human rights
We are committed to conducting our
business in a way that respects the human
rights of all our stakeholders, including our
employees, workers within our supply chain
and the communities where we operate. We
recognise that our most salient human rights
impacts lie in the area of labour rights, in
particular in relation to our third-party and
contractor employees, and for workers in
our wider supply chain.
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and Financial Statements 2023
Impact report continued
CYBER SECURITY AND DATA PRIVACY
SUPPLIER FORUM IN GHANA
We carried out our first supplier forum in
Ghana to encourage discussions on our
Third Party Code of Conduct and
collaboration with our partners.
The topics covered were anti-corruption
and bribery, working conditions,health
and safety, strategic community
investment, carbon reduction and cyber
security. Using the learnings from the
session we will refine the format and roll
out further forums to more markets next
year.
Our commitment to respecting human rights
is outlined in our Human Rights Policy and
in our Code of Conduct. Helios Towers is
also a member of the United Nations Global
Compact Network and follows its guiding
principles on labour and human rights. Our
Third Party Code of Conduct applies the
same strict labour standards requirements
on our contractors, suppliers and partners
and prohibits any form of modern slavery
or child labour. We conduct annual Third
Party Code of Conduct training and annual
certification with all suppliers. We also
check and inspect our partners’ records
and processes when needed, provide
periodic compliance training and promptly
investigate any concerns raised regarding
potential violations of our Code. Read more
about the measures we take to address the
risk of modern slavery in our business and
our supply chain in our Modern Slavery
and Human Trafficking Statement.
In 2023, we completed a human rights due
diligence exercise of our Oman operations
to review the implementation of our
policies and identify any opportunities to
strengthen our approach. We have since
reviewed the new labour law requirements
and will look to adapt current processes,
such as our year-end partner evaluations
and site feedback mechanisms.
We also piloted a workers’ rights survey
in Ghana and discussed results with our
suppliers as part of our supplier forum
event. The survey is used as part of site
visits as a spot check measure focusing on
rest days, payments and fair treatment for
any employee that is engaged to work for
or on behalf of Helios Towers, in addition
to ongoing monitoring conducted by
our supply chain, operations and SHEQ
teams. This will be reviewed as part of
the wider supplier evaluation process
in 2024. We will be launching a cross-
functional human rights working group
in 2024 to manage this risk holistically.
Physical security
The security of our teams, partners and
assets is critically important to us, and
where possible we are introducing new
processes to integrate technology for
site access. We use a number of different
strategies to protect sites including signage,
motion sensors, electronic access locks
and guards, in addition to site monitoring
tools with our RMS and fuel alarms. We
define security solutions according to
the risk profiling of the sites in a given
location and to supplement this, we are
completing a security assessment with
an external agency across our OpCos to
determine areas for improvement. Ongoing
monitoring is carried out to ensure our
security practices are fit for purpose.
Maintaining the security and integrity of
our information systems is critical to
operational excellence and stakeholders.
Our incident management and response
processes align with the Information
Technology Infrastructure Library (ITIL®)
framework which focuses on the areas of
identification, containment, eradication,
recovery and lessons learned.
Regular updates on cyber security
and information security – including
user security, supplier cyber security,
network authentication and business
continuity management – are provided
to the Audit Committee by the Group
IT Director throughout the year.
We focus our cyber security strategy on
prevention and recoverability through:
– comprehensive measures based on
industry best practice and National
Cyber Security Centre guidance;
– regular operational assessments and
testing validated by external third-party
security partners; and
– Company-wide monthly training and
education, monitored by our IT teams as
a key element of risk reduction.
We continue to be compliant with
the information security ISO 27001
and hold a Cyber Essentials Plus
certification, further demonstrating
our commitment to cyber security.
As part of our strategy, we have
established a supplier cyber risk
management framework to manage
third-party risks and gain insight on
current controls, providing guidance
where required and promoting
cyber security best practice.
Unlike MNOs, we do not have direct
access to end consumers or their
data. However, in our normal business
operations, we need to process certain
personal data such as employee
compensation details, performance
management and other categories of
personally identifiable information.
We comply with the General Data
Protection Regulation (GDPR) and any
equivalent legislation in other jurisdictions.
This governs the type of information we
store, how we use it, how long we keep
it and the steps we take to protect it.
READ MORE IN OUR AUDIT COMMITTEE
REPORT ON PAGES 96–101
38
Helios Towers plc Annual Report
and Financial Statements 2023
5
4 1
3
6
Market and operating review
STRONG PERFORMANCE IN
EXISTING AND NEW MARKETS
F
ollowing expansion into four new
markets across 2020 to 2022, the
Group shifted to a regional structure
in 2023 and consequently updated its
reporting structure to three segments –
East & West Africa, Central & Southern
Africa and Middle East & North Africa.
We have a disciplined market selection
criteria, investing only in markets that
feature strong growth, high lease-up
potential and market dynamics that support
a base of highly visible and resilient earnings.
In 2023, these attractive dynamics
were best demonstrated through
record organic tenancy additions and
the fastest rate of lease-up since IPO,
with both established and new markets
contributing to this performance. Our
four new markets continue to track
broadly in line with or are ahead of our
initial tenancy growth expectations.
Beneath the top-line growth, each region
also demonstrated its resilience in another
turbulent year for inflation and foreign
currency movements, with Adjusted EBITDA
continuing to grow in line with tenancy
additions. While our largest markets
of Tanzania, DRC and Oman benefited
from a relatively stable macroeconomic
environment, we did see volatility within
Ghana and Malawi, with their currencies
heavily depreciating against the dollar
and inflation hitting multi-year highs.
Our business model remains resilient,
ensuring consistent delivery of strong
operational and financial performance.
East &
WestAfrica
READ MORE ON PAGES 41–42
Tanzania
Est. operations: 2011
Sites: 4,156
Tenancy ratio: 2.33x
Senegal
Est. operations: 2021
Sites: 1,444
Tenancy ratio: 1.09x
Malawi
Est. operations: 2022
Sites: 796
Tenancy ratio: 1.70x
Region Countries
East & West Africa 1. Tanzania
2. Senegal
3. Malawi
Central & Southern
Africa
4. DRC
5. Congo Brazzaville
6. South Africa
7. Ghana
8. Madagascar
Middle East &
North Africa
9. Oman
1 2 3
Strategic Report Governance Report Financial Statements
2
7
9
8
39
Helios Towers plc Annual Report
and Financial Statements 2023
Market and operating review continued
Est. operations: 2010
Sites: 1,097
Tenancy ratio: 2.24x
Est. operations: 2011
Sites: 2,562
Tenancy ratio: 2.43x
Est. operations: 2021
Sites: 591
Tenancy ratio: 1.27x
Est. operations: 2015
Sites: 537
Tenancy ratio: 1.42x
Est. operations: 2022
Sites: 2,535
Tenancy ratio: 1.33x
Est. operations: 2019
Sites: 379
Tenancy ratio: 1.92x
GhanaDRC OmanSouth Africa MadagascarCongo
Brazzaville
74 85 96
READ MORE ON PAGES 43–44
Central &
SouthernAfrica
READ MORE ON PAGES 45–46
Middle East &
North Africa
40
Helios Towers plc Annual Report
and Financial Statements 2023
Market and operating review: East & West Africa
PoS additions CAGR
3
7%
Mobile connections CAGR
3
5%
Population
1
106m
Population growth CAGR
1
3%
Mobile penetration
2
46%
CUSTOMER SERVICE
EXCELLENCE: SENEGAL
Best-ever downtime per tower
per week of four seconds in
December 2023 (December
2022: 15 seconds).
PEOPLE AND BUSINESS
EXCELLENCE: MALAWI
During our first full year
of operations, our team in
Malawi delivered +123 tenancy
additions, ahead of our
expectations.
SUSTAINABLE VALUE
CREATION: TANZANIA
Fastest rate of Adjusted
EBITDA growth since 2018,
at +21% (2022: +18%).
1 UN World Population Prospects (2023–2028),
July 2022.
2 GSMA database, accessed December 2023.
3 Data sourced from Analysys Mason
(2023-2028), February 2024, with figures
weighted based on full year 2023 site count.
Tanzania Senegal Malawi
DAR ES SALAAM,
TANZANIA
Strategic Report Financial StatementsGovernance ReportStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2023
2021 193.8
2022
261.8
2023 312.6
2021 65.0
2022
62.2
2023 63.9
2021 125.9
2022
162.9
2023 199.8
2021 1.97x
2022
1.92x
2023 1.97x
2021 10,315
2022
12,093
2023 12,608
2021 5,237
2022
6,300
2023 6,396
Market and operating review: East & West Africa continued
I
t has been a positive year in our
markets across East & West Africa.
The addition of +515 tenancies,
contractual escalators and
operational efficiencies, supported
strong Adj. EBITDA growth of 23%.
In Tanzania, we added +258
tenancies, resulting in a year-on-year
rise in our tenancy ratio of 0.08x.
Our revenue and Adj. EBITDA grew
15% and 21% respectively. This was
driven by tenancy growth and
operational efficiencies.
In Senegal, we added +97 sites and
+134 tenancies. Our revenue and Adj.
EBITDA increased by 17%, and 15%
respectively, driven by tenancy
growth and efficiency improvements.
In Malawi, we expanded our network
by adding +31 sites and +123
tenancies, leading to a year-on-year
rise of 0.09x in our tenancy ratio. Our
revenue and Adj. EBITDA expanded
by 57% and 68% respectively,
reflecting the full year benefit of
the acquisition and organic tenancy
growth, partially offset by foreign
currency movements in the year.
Local, diverse, talented teams
LEAN SIX SIGMA SUCCESS
FOR HELIOS TOWERS
TANZANIA
Lean Six Sigma (LSS) has helped
Helios Towers Tanzania transform
itsbusiness and enhance
processes. We were delighted that
this hard work saw us win the
‘Excellence in Lean Six Sigma’
award at the UK Excellence
Awards.
Through applying LSS principles,
strong collaboration and
streamlining processes, the team
have managed to deliver over 130
colocations for a customer in 24
hours during 2023. In addition, the
team reduced build-to-suit tower
costs.
Tanzania LSS trained staff
62%
2022: 44%
Tanzania Adj. EBITDA
margin growth
70%
2022: 66%
Tanzania power uptime
100.00%
2022: 100.00%
2023 highlights:
– 515 tenancy additions (258 in
Tanzania, 134 in Senegal and 123 in
Malawi);
– 0.05x tenancy ratio expansion,
from 1.92x to 1.97x;
– 19% growth in revenue (2022: 35%);
– 23% growth in Adj. EBITDA (2022:
29%); and
– 1.7ppt expansion in Adj. EBITDA
margin to 63.9% (2022: 62.2%).
I am thrilled by our
accomplishments in 2023. We
elevated our customer service
to unprecedented levels,
nurtured and enhanced the
skills of our talented local
teams, and achieved strong
financial results ahead of
expectations.
Philippe Loridon
Regional CEO, Middle East, North,
East & West Africa
Revenue US$m
312.6
Sites #
6,396
Adjusted EBITDA margin %
63.9
Tenancies #
12,608
Tenancy ratio x
1.97x
Adjusted EBITDA US$m
199.8
TANZANIA
42
Helios Towers plc Annual Report
and Financial Statements 2023
CENTRAL &
SOUTHERN AFRICA
Market and operating review: Central & Southern Africa
PoS additions CAGR
3
9%
Mobile connections CAGR
3
5%
Population
1
233m
Population growth CAGR
1
3%
Mobile penetration
2
38%
CUSTOMER SERVICE
EXCELLENCE: DRC
Record organic tenancy
growth in DRC with over 1,000
tenancies added in 2023.
PEOPLE AND BUSINESS
EXCELLENCE: GHANA
90% of our team in Ghana
has undergone LSS training,
supporting best-in-class
customer service and efficient
operations.
SUSTAINABLE VALUE
CREATION: CONGO
BRAZZAVILLE
Our team in Congo Brazzaville
delivered 24% year-on-year
growth in Adjusted EBITDA,
driven by tenancy growth and
operational savings.
1 UN World Population Prospects (2023–2028),
July 2022.
2 GSMA database, accessed December 2023.
3 Data sourced from Analysys Mason
(2023-2028), February 2024, with figures
weighted based on full year 2023 site count.
ACCRA,
GHANA
Strategic Report Financial StatementsGovernance ReportStrategic Report
DRC Congo Brazzaville South Africa
Ghana
Madagascar
43
Helios Towers plc Annual Report
and Financial Statements 2023
Market and operating review: Central & Southern Africa continued
W
e had a remarkable year
for tenancy growth in our
Central & Southern Africa
segment, thanks to the dedication
of our teams and their commitment
to delivering against our strategic
pillars.
The segment delivered record
tenancy growth of +1,560 in the
year,reflecting the structural growth
and proactive relationship with our
customers. DRC, South Africa and
Ghana in particular saw strong
colocation lease-up of 0.10x, 0.21x
and 0.25x respectively, in the year.
Ghana also emerged as our
innovation hub for power
investments, installing solar on 313
sites in the year to drive operational
efficiencies and a reduction in
carbon emissions.
Digital inclusion
RECORD TENANCY
ROLLOUT
DRC is one of the most exciting
markets globally for mobile
development. 75 million of the
102 million population are not
connected to mobile today, and the
population is expected to increase
by 3% over the next five years. The
four mobile operators (Vodacom,
Airtel Africa, Orange and Africell)
continue to invest heavily in both
densification across the major
cities and rural expansion.
Our leading market position,
with81% of all marketable towers,
combined with a focus on the best
power uptime and speed to
delivery, supported adding a record
+1,023 tenants in 2023. This was
achieved through the structural
market dynamics as well as our
proactive engagement with all
MNOs to drive rollout across the
country.
DRC tenancy additions
1,023
2022: 514
DRC unique mobile
penetration1
27%
2022: 26%
In Madagascar, a market we entered
in 2021, we continued to embed
Customer Service Excellence – for
instance, slashing our downtime per
tower per week from 22 minutes to
just five minutes 53 seconds
between 2022 to 2023.
2023 highlights:
– Record +1,560 organic tenancy
additions, including +1,023
additions in DRC;
– 0.14x expansion in tenancy ratio,
reaching 2.12x (2022: 1.98x);
– 19% growth in revenue (2022: 16%);
– 12% growth in Adjusted EBITDA
(2022: 4%); and
– Adjusted EBITDA margin
decreased 3ppt year-on-year to
48% driven by the impact of higher
fuel prices, which increases
revenue and operating expenses
comparably, reducing Adjusted
EBITDA margin.
2021 255.3
2022
295.3
2023
350.9
Revenue US$m
350.9
2021 4,323
2022
4,734
2023 5,166
Sites #
5,166
2021 56.2
2022
50.5
2023 47.8
Adjusted EBITDA margin %
47.8
2021 8,461
2022
9,382
2023 10,942
Tenancies #
10,942
2021 1.96x
2022
1.98x
2023 2.12x
Tenancy ratio x
2.12x
2021 143.4
2022
149.1
2023 167.6
Adjusted EBITDA US$m
167.6
When everyone feels they
havemade contributions,
theyare motivated to do what
is necessary. This collective
effort has distinguished us
this year and positioned the
organisation for success.
Fritz Dzeklo
Regional CEO, Central Africa
(DRC,Congo Brazzaville and
Ghana)
DRC
I am delighted with the team
delivering record tenancy
growth across the segment in
2023. It reflects our proactive
partnership with customers
and structural growth across
our markets.
Sainesh Vallabh
Chief Commercial Officer and
Regional CEO, Southern Africa
(South Africa and Madagascar)
1 GSMA database, accessed December 2023.
44
Helios Towers plc Annual Report
and Financial Statements 2023
Market and operating review: Middle East & North Africa
PoS additions CAGR
3
7%
Mobile connections CAGR
3
4%
Population
1
5m
Population growth CAGR
1
1%
Mobile penetration
2
91%
CUSTOMER SERVICE
EXCELLENCE
Improved downtime per
tower per week performance
from nearly six minutes at
acquisition to 38 seconds as of
December 2023.
PEOPLE AND BUSINESS
EXCELLENCE
Embedded Group practice
ofhiring locally, with over
95%employees in the OpCo
being Omani.
SUSTAINABLE VALUE
CREATION
0.1x lease-up in the
first yearofoperation,
exceedingthe Group’s
ambitious expectations.
1 UN World Population Prospects (2023–2028),
July 2022.
2 GSMA database, accessed December 2023.
3 Data sourced from Analysys Mason
(2023-2028), February 2024, with figures
weighted based on full year 2023 site count.
MUSCAT,
OMAN
Strategic Report Financial StatementsGovernance ReportStrategic Report
Oman
45
Helios Towers plc Annual Report
and Financial Statements 2023
Market and operating review: Middle East & North Africa continued
W
e closed the Oman
acquisition in December
2022, and have
demonstrated its qualities in
the first full year of operations.
The market features substantial
growth and colocation lease-up
opportunities, reflecting ongoing
5Grollout and the entry of new
mobile operator, Vodafone.
The OpCo’s performance reflected
these dynamics in 2023, delivering
0.13x tenancy ratio expansion and
achieving Adj. EBITDA of US$38
million. Both metrics exceeded the
Group’s initial guidance.
This impressive growth is
complemented by the hard-currency
earnings profile of this market and
further reinforces the resilience of
Helios Towers’ platform.
2023 highlights:
– Strong first year under ownership
with +358 organic tenancy
additions;
– 0.13x expansion in tenancy ratio,
reaching 1.33x (2022: 1.20x);
– Revenue of US$57.5 million;
– Adj. EBITDA of US$38.5 million;
and
– Adj. EBITDA margin expansion of
+2.9ppt to 66.8% (2022: 63.9%).
Oman is on a growth
trajectory, notably
with the development
of a new smart city
underway. This initiative
presents opportunities for
innovation and the creation
of new infrastructure
developments.
Jadawy Al Riyamy
Managing Director, Oman
2021 193.8
2022
3.6
2023 57.5
Revenue US$m
57.5
2021 4,323
2022
2,519
2023 2,535
Sites #
2,535
2021 65.0
2022
63.9
2023 66.8
Adjusted EBITDA margin %
66.8
2021 8,461
2022
3,017
2023 3,375
Tenancies #
3,375
2021 1.97x
2022
1.20x
2023 1.33x
Tenancy ratio x
1.33x
2021 125.9
2022
2.3
2023 38.5
Adjusted EBITDA US$m
38.5
Climate action
CYCLONE TEJ
In October, we aided relief efforts
for those affected by Cyclone Tej.
Inappreciation of the support,
mobile operator Omantel extended
its gratitude to the Helios Towers
Oman team through a letter of
commendation.
Omantel conveyed its appreciation
for the effective deployment of
back-up generators at designated
sites in anticipation of imminent
weather changes. Swift responses
to real-time alarms were
instrumental in sustaining a stable
and dependable network during
the cyclone’s peak. This stability
was critical in enabling emergency
and relief communications.
OMAN
Oman tenancy additions
+358
Oman downtime per tower
per week (minutes)
0:38
At acquisition: 5:46
46
Helios Towers plc Annual Report
and Financial Statements 2023
RECORD ORGANIC TENANCY
GROWTH, ROIC ENHANCEMENT
AND PROACTIVELY MANAGING
OUR BALANCE SHEET
2
023 was our most successful year for
organic growth and ROIC expansion
since IPO. With a record +2,433
organic tenancy additions delivered across
our enlarged platform, we exceeded
expectations for Adjusted EBITDA,
operating profit and cash flow generation,
while also reducing our net leverage back
within our target range, ahead of schedule.
We also strengthened our funding position,
partially reducing our 2025 Senior Notes
through new loan facilities, which extended
our average maturity by one year with only a
minimal increase in our cost of debt, despite
materially higher rates globally.
Our playbook in action
Our playbook is fairly simple – identify
attractive high growth mobile markets with
power and tower infrastructure gaps. Then
identify compelling entry opportunities,
either organically or more commonly
inorganically through portfolio acquisitions,
which create leading market positions,
provide strong organic growth and lease-up
opportunities and are underpinned by a
robust base of revenues, often in hard
currencies and supplemented by contractual
escalators.
This has been demonstrated through the
four new market acquisitions which have
been integrated in the last couple of years.
We are pleased with the performance of the
new acquisitions, all of which have hit the
ground running.
In 2023, we accelerated our organic growth,
increased ROIC and strengthened our funding
position, against the backdrop of a rising
interest rate environment and continued global
volatility. This performance reflects the strength
and diversification of our enlarged platform,
following two years of transformational
expansion.
Manjit Dhillon
Group CFO
Group CFO’s statement
Strategic Report Governance Report Financial Statements
47
Helios Towers plc Annual Report
and Financial Statements 2023
Group CFO’s statement continued
While our efficiency metrics were diluted in
these acquisitive years (notably tenancy ratio,
Adjusted EBITDA margin and ROIC), this not
only reflected the relative infancy of these
assets but also the opportunity. In 2023, we
started to demonstrate the quality of these
acquisitions, alongside the long-term
embedded growth within all our markets.
Our record organic tenancy growth
supported our tenancy ratio expanding by
+0.1x, reflecting expansion in both our new
markets, which are tracking in line with our
expectations, as well as continued growth
within our established platform, in particular
DRC that added over 1,000 tenancies
through the year.
Consequently, Group ROIC expanded at its
fastest rate since IPO from 10.3% to 12.0%
with portfolio free cash flow expanding
+33% and substantially reduced capital
intensity for the business, reflecting our
disciplined approach to capital allocation
which always targets investments with a
meaningful surplus to our weighted average
cost of capital (WACC).
Robust business model
Our strong performance is underpinned by
our robust business model that continues
to demonstrate its resilience through
macroeconomic volatility. While we saw a
11% increase in fuel prices, 6% in CPI and 4%
foreign currency movements against the
dollar, our Adjusted EBITDA expanded 31%,
in line with our average tenancy growth.
Our revenues are largely protected from
inflation and foreign currency movements,
through four of our markets being innately
hard-currency, in addition to contractual CPI
and power price escalations. In our quarterly
earnings releases over the past few years,
we continue to demonstrate this dynamic.
In addition to these escalations, our defence
against macroeconomic volatility is
established through a protective blend of
sustainable pricing strategy, market diversity
and a diverse portfolio of blue-chip
customers.
Customer mix: Our customers comprise
major MNOs across Africa and the Middle
East, contributing around 98% of our
revenues in 2023. This revenue stream is
diversified across several blue-chip MNOs,
with none representing more than 27% of
our revenue for the year. Additionally, we
maintain sustainable pricing, offering lease
rates approximately 30% lower than the
MNOs’ overall cost of ownership.
Long-term contracts: Traditionally, our
agreements span initial periods of 10–15
years, followed by automatic renewals. As at
31 December 2023, the Group had an
average of 7.8 years remaining in the initial
term across our contracts. This equates to
US$5.4 billion in future revenue already
secured, marking a 15% increase year-on-
year, through organic growth and contract
renewals.
Hard currency earnings: Another layer of
safeguarding comes from our operation
within hard currency markets. Countries like
DRC, Senegal, Oman, and Congo Brazzaville
are either dollarised or hard currency
pegged. Within the Group, 71% of our
Adjusted EBITDA comes from hard currency
sources, strengthened by contractual
escalations linked to power and CPI.
Through the year, we showcased how these
attributes shield our Adjusted EBITDA and
position us favourably to seize growth
opportunities in a robust and resilient
manner.
Our performance in 2023
We delivered record organic tenancy
additions of +2,433, far exceeding our
guidance of +1,600–2,100 provided
at the beginning of the year, with the
overachievement largely driven by lease-
up. Consequently, we saw strong revenue
and Adjusted EBITDA growth of 29% and
31% respectively. Our operating profit
reached a record of US$146.1 million,
marking an increase of 82% year-on-year.
Our Adjusted EBITDA margin increased by
1ppt from 50.4% in 2022 to 51.3% in 2023.
Our Adjusted EBITDA margin was partially
impacted by higher fuel prices in 2023, as
both fuel-linked revenues and operating
expenses increased comparably due to
pricing and therefore decreased margin.
Adjusting for this dynamic, our Adjusted
EBITDA margin increased by 3ppt year-on-
year, reflecting the strong lease-up delivered
through the year.
The Group’s loss before tax was US$112.2
million, an improvement of US$50.3
million year-on-year. The impact of
foreign currency movements was US$86.1
million, largely reflecting the non-cash
impact of intercompany loan movements.
Nevertheless, with our focus on tenancy
growth and operational efficiencies, we
anticipate moving closer to profitability in
the near term. This transformation is evident
in our five established markets, where our
business is evolving towards profitability.
Cash flow
Cash flow generated from our existing asset
base, or portfolio free cash flow, increased
by 33% to US$268.2 million. The increase
was driven by Adjusted EBITDA growth
and improved cash conversion, principally
related to proportionately lower increases
in payments of lease liabilities and taxes
paid. Cash generated from operations
increased by 65% to a record US$318.5
million (2022: US$193.2 million) driven
by higher Adjusted EBITDA, lower deal
costs and movements in working capital.
With portfolio free cash flow growth and a
large decrease in capital expenditure in the
year, our free cash flow improved materially
from negative US$720.6 million to negative
US$81.1 million and we continue to move
towards reaching neutral free cash flow in
2024 and positive free cash flow thereafter.
48
Helios Towers plc Annual Report
and Financial Statements 2023
Group CFO’s statement continued
Balance sheet
In September, we raised up to US$720
million loan and credit facilities as part
of a liability management exercise, to
opportunistically partially tender our
2025 Senior Notes and repay our existing
term loan. In total US$405 million was
utilised, resulting in our average maturities
extending by one year with a minimal
increase in our cost of debt, despite
the rising interest rate environment.
We believe this reflects the consistency
of our performance delivery over the past
few years, as well as the improved scale
and diversification achieved through our
platform expansion. Our expansion over
the last few years has resulted in us having
US$38.5 million of net liabilities at year-
end, primarily driven by the depreciation
on acquired assets and financing costs
associated with those acquisitions, as well
as the non-cash impact of foreign currency
movements on our foreign currency asset
base. As we lease-up those assets over
the next few years, we expect the liability
position to reverse. Our net current assets at
year end remain strong at US$84.2 million.
At year-end our balance sheet debt
remained in a solid position, with a four-year
average remaining life and over 80% of it
being fixed. However, we continue to be
opportunistic in regard to our debt liability
management and are currently reviewing
options around refinancing in 2024.
We closed the year with net leverage of 4.4x,
within our medium-term target range of
3.5–4.5x and ahead of expectations. Given
the projected earnings growth ahead, we
target to be below 4.0x by the end of 2024.
Capital allocation
We have a disciplined approach to capital
allocation, in which every investment
needs to achieve a sufficient spread above
our cost of capital among other factors.
While we have a strong platform, the
higher interest rate environment in which
we operate today requires us to adjust
return requirements for each investment.
In this context, our primary focus for capital
allocation looking forward revolves around
maximising returns through highly selective
organic investments and strengthening our
balance sheet. Consistent with prior years
our primary focus is on organic investments
including colocations, operating expense
initiatives and highly selective BTS.
Following this, our capital allocation
priorities shift from acquisitions in the short
term to supporting a reduction in our net
leverage to below 4.0x by year-end 2024.
With free cash flow anticipated to move into
positive territory over the near term, we are
now close to a juncture where the capital we
generate allows us the capacity to make
distributions to our investors, both debt and
equity holders, while still having ample
resources to invest in our growth.
Outlook
Our outlook and strategy is simple –
consistently look for and invest in capital
efficient opportunities to increase our return
on invested capital and ensure we continue
to exceed our cost of capital. We have an
exciting year ahead where we will continue
to prioritise our capital allocation on high
returning organic growth while delivering
exceptional customer experience.
In 2024 and beyond, our focus remains
steadfast on these objectives, aiming
to leverage the positive aspects of
our high-growth markets combined
with our robust business model for
the benefit of all stakeholders.
This fundamental approach forms the core
of our strategy. We’ve laid down the
foundations that promise a strong growth
trajectory irrespective of global market
shifts.
Manjit Dhillon
Group CFO
2021 168.3
2022
201.4
2023 268.2
PFCF US$m
+33%
2021 11.8
2022
10.3
2023 12.0
ROIC %
+1.7ppt
2021 3.6x
2022
5.1x
2023 4.4x
Net leverage
(0.7)x
Strategic Report Governance Report Financial Statements
49
Helios Towers plc Annual Report
and Financial Statements 2023
Non-financial and sustainability information statement
The table below outlines where the key content requirements of the Non-Financial and Sustainability Information Statement for the financial year ended 31 December 2023 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 Task Force on Climate-related Financial Disclosure (TCFD) recommendations, Global Reporting Initiative (GRI), and the GHG Reporting Protocol. All Helios Towers’ policies and
materials as referred to below can be found on the Company’s website. Our performance is supported by rigorous due diligence processes across all areas of our business, including the Third
Party Engagement and Due Diligence Policy, Code of Conduct and Third Party Code of Conduct.
A description of Helios Towers’ business model can be found on pages 03–07.
Focus area Helios Towers’ policies Section within this Annual Report Page(s)
Environmental
matters
Our business strategy and
business practices have
sustainability at their core
– Environmental Policy
– Sustainable Business
Strategy
Strategic Report
Impact of the Company’s business on the
environment (Climate action)
TCFD disclosures:
a) Governance;
b) How climate-related risks and opportunities
are identified, assessed and managed;
c) How processes for identifying, assessing
and managing climate-related risks are
integrated into the Company’s overall risk
management process;
d) Description of:
(i) the principal climate-related risks and
opportunities; and
(ii) the time periods in which these are
assessed.
e) Actual and potential impacts of the
principal climate-related risks and
opportunities on the Company’s business
model and strategy;
f) Resilience of the business model and
strategy, taking into consideration different
climate-related scenarios;
g) Targets used by the Company to manage
climate-related risks and realise climate-
related opportunities and performance
against targets; and
h) KPIs used to assess the above targets and
calculations on which these are based.
02–63
25–29
57–62
Community and
social matters
Our aim is to maximise the
benefits of our towers and
network access for the
communities where we
liveand work
Digital inclusion 22–24
Focus area Helios Towers’ policies Section within this Annual Report Page(s)
Our people and
culture
We support our employees
equally, through training
and opportunities, to
achieve their full potential
– Anti-Discrimination Policy
– Code of Conduct
– Diversity, Equity and
Inclusion Policy
Lean Six Sigma
Local, diverse, talented teams
Responsible governance
32
30–33
34–38
Human rights We conduct our business
ina way that protects and
respects the human rights
ofall our stakeholders
– Modern Slavery
Statement
– Human Rights Policy
Responsible governance 34–38
Anti-bribery and
anti-corruption
We have zero tolerance
forany form of bribery
orcorruption
– Code of Conduct
– Third Party Code of
Conduct
– Integrity Policy
Responsible governance
Risk Management and principal risks and
uncertainties
34–38
51–56
Principal risks Our principal risks and
uncertainties address the
key operational, regulatory
and financial risks the
business faces
Risk management and principal risks and
uncertainties
51–56
Non-financial key
performance
indicators
We consider a range of
operational and strategic
KPIs to measure our
progress against our
Sustainable Business
Strategy
Our strategic KPIs 21
50
Helios Towers plc Annual Report
and Financial Statements 2023
Board/Audit Committee
Executive Leadership 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 management
Risk appetite
The Group defines risk appetite as the
amount of risk that the business is prepared
to take in order to deliver safe, effective
working practices while maintaining and
growing the business. The Group dedicates
resources and focus to understanding
and ensuring risk is identified, assessed,
managed and monitored. Controls
and mitigating actions are designed as
appropriate to reflect the risk appetite in
each instance. Determining risk appetite
for the Group is the responsibility of
the Board. The current risk appetite has
been defined as high, given the Group’s
particular countries of operation, and its
experience in these markets. This represents
no change on the 2022 Annual Report.
Emerging risks
During biannual discussions with the ELT and
Group Functional Heads, potential emerging
risks are also discussed. These may result
from internal developments: changes in
organisational structure/personnel; potential
new products or markets being considered;
or changes in the external environment such
as regulatory changes, and socio-economic,
political or health and safety matters.
Emerging risks related to increased
supply chain and logistics management
challenges, volatility associated with
interest and exchange rate fluctuations,
geopolitical instability, and continuing
cyber security threats have also been
identified for ongoing management and
monitoring. Further detail on the Group’s
approach to climate risk management
and ongoing work in this respect is
outlined, separately, on pages 25–29.
The Group continues to monitor the
geopolitical and economic environment
given the high level of uncertainty and
changeability. Business continuity plans are
reviewed and updated on an ongoing basis,
especially given the current election cycle in
many of our markets.
The impact of technological advances
ismonitored as are potential impacts on
operations from a supply chain logistics and
materials sourcing perspective. The Group
continues to seek out regional and localised
sourcing opportunities.
Regulatory change including updates to
theCorporate Governance Code and the
recently introduced Economic Crime and
Corporate Transparency Act (ECCTA) is
proactively managed.
Effectiveness of risk management
andinternal control
The monitoring and review of the
effectiveness of the system of risk
management and internal control is
overseen by the Audit Committee
on behalf of the Board. Further
details can be found on page 99.
Governance structure
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 ELT. The creation and
maintenance of the Group risk register
involves the whole business – with OpCo 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
on behalf of 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.
There has been no material change
in the nature, probability or potential
impact of previously identified risks.
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Helios Towers plc Annual Report
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Probability of realisation of
Helios Towers’ principal risks
Moderate High
Major
Moderate High Major
Non-compliance with laws and regulations
Cyber security risk
Major quality failure or breach
of contract
Operational resilience
Technology risk
Economic and political instability
Failure to remain competitive
Non-compliance with permit requirements
Tax disputes
Significant exchange rate and interest rate movements
Pandemic risk
Failure to integrate new lines
of business in new markets
Loss of key personnel
Impact of Helios Towers’ principal risks
Key
Customer Service Excellence
People and Business Excellence
Sustainable Value Creation
Climate change
3
13
14
10
9
1
11
7
5
2
8
6
4
12
Principal risks and uncertainties
Principal risks heatmap
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Helios Towers plc Annual Report
and Financial Statements 2023
Principal risks and uncertainties continued
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 life-cycle management
through project delivery and transfer to ongoing operations;
– Contract and dispute management processes in place;
– Continuous monitoring and management of customer relationships;
and
– Use of long-term contracting with minimal termination rights.
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
regulatoryrequirements;
– In-person and virtual training on safety, health and environmental
matters provided to employees and relevant third-party contractors;
– Ongoing refresh of compliance and related policies including
specific details covering anti-bribery and corruption; anti-facilitation
of tax evasion, anti-money laundering;
– Compliance monitoring activities and periodic reporting
requirements introduced;
– Ongoing engagement with external lawyers and consultants and
regulatory authorities, as necessary, to identify and assess changes
in the regulatory environment;
– Third Party Code of Conduct communicated and annual
certifications required of all high and medium risk third parties;
– Supplier audits and performance reviews;
– ISO certifications maintained;
– Regionalisation of the Compliance function and recruitment of
additional resource;
– Internal Audit function adding additional checks and balances; and
– Supplier/Partner forums continuing to be rolled out to all OpCos to
build further third-party capability and competency.
3
Economic and 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 (including
elections), 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 and tested to
respond to any emergency situations.
New riskNo changeRisk decreasingRisk increasing
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Helios Towers plc Annual Report
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Principal risks and uncertainties continued
Risk Category Description Mitigation Status
4
Significant exchange rate
and interest rate
movements
– Financial Fluctuations in, or devaluations of, local market currencies or sudden
interest rate movements where the Group operates could have a
significant and negative financial impact on the Group’s business,
financial condition and results. Such impacts may also result from any
adverse effects such movements have on Group third-party customers
and strategic suppliers. If interest rates increase materially, the Group
may struggle to meet its debt repayments.
This may also negatively affect availability of foreign currency in local
markets and the ability of the Group to upstream cash.
– USD – and EURO-pegged contracts;
– ‘Natural’ hedge of local currencies (revenue vs opex);
– Ongoing review of exchange rate differences and interest rate
movements;
– Fixed rate debt/swaps in place
– Maintain a prudent level of leverage;
– Manage cash flows; and
– Regular upstream of cash with the majority of cash held in hard
currency i.e. US Dollar and Sterling at Group.
5
Non-compliance with
permit requirements
– Operational The Group may not always operate with the necessary required
approvals and permits for some of its tower sites, particularly in
thecase 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
withatimetable 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
andpotential 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 that 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, e.g. solar power technologies
– Continuously improving product offering to enable adaptation to
new wireless technologies;
– Applying for new licences to provision active infrastructure services
in certain markets; and
– Technology committee in place with Board involvement/oversight.
8
Failure to remain
competitive
– Financial Competition in, or consolidation of, the telecommunications tower
industry may 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.
New riskNo changeRisk decreasingRisk increasing
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Helios Towers plc Annual Report
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Principal risks and uncertainties continued
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;
– Ongoing review and involvement of the human resources
department at an early stage in organisation design and
development activities; and
– Buffer stock maintained of critical materials for site delivery.
12
Pandemic risk
– Operational
– Financial
In addition to the risk to the health and safety of our employees and
contractors, the ongoing impact of Covid-19 or other such pandemic
could materially and adversely affect the financial and operational
performance of the Group across all of its activities. The effects
ofapandemic may also disrupt the achievement of the Group's
strategic plans and growth objectives and place additional strain
onitstechnology infrastructure. There is also an increased risk of
litigation due to the potential effects of a pandemic on fulfilment
ofcontractual 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.
New riskNo changeRisk decreasingRisk increasing
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Helios Towers plc Annual Report
and Financial Statements 2023
Principal risks and uncertainties continued
Risk Category Description Mitigation Status
13
Cyber security 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 threat of cyber attacks and threats, loss or theft of sensitive
information, whether accidentally or intentionally, expose theGroup to
operational, strategic, reputational and financial risks. These risks are
increasing due to greater interconnectivity, reliance ontechnology
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
maycompromise 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 National Cyber Security Centre (NCSC) (www.ncsc.gov.uk/),
National Institute of Standards and Technology (NIST) (www.nist.
gov/), and validated through internal audit assessments;
– Specialist security third parties engaged to assess cyber risks and
mitigation plans;
– Incident management and response processes aligned to ITIL® best
practice – identification, containment, eradication, recovery and
lessons learned;
– New supplier risk management assessments and due diligence
carried out; and
– ISO 27001 (Information Security) and Cyber Essentials certification
obtained during 2023.
14
Climate change
– Operational
– Financial
– Reputational
Climate change is a global challenge and therefore critical to our
business, our investors, our customers and other stakeholders.
Regulatory requirements and expectations of compliance with best
practice are also evolving rapidly. A failure to anticipate and respond
appropriately and sufficiently to climate risks or opportunities could
lead to an increased footprint, disruption to our operations and
reputational damage.
Business risks we may face as a result of climate change relate to
physical risks to our assets, operations and personnel (i.e. events
arising due to the frequency and severity of extreme weather events
orshifts 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 (90% reduction in scope 1, 2,
3 emissions);
– Monitoring changes to carbon legislation and regulations in all our
markets;
– Investing in solutions that reduce carbon footprint and reliance on
diesel such as installing hybrid and solar solutions and connecting to
grid power where possible;
– Additional capital expenditure in carbon reduction innovation;
– Factoring emissions and climate risk into strategy and growth plans.
All operating companies’ budgets and forecasts include calculated
emissions to evaluate trends vs. our 2030 carbon target;
– Reporting in alignment with TCFD recommendations and improving
our understanding of the financial and operational impacts of
climate-related risks and opportunities on our business;
– Development of a new Group climate risk register covering both
physical and transition risks for all OpCos; and
– New Geographic Information System (GIS) modelling showing the
impact of weather patterns on our tower portfolio and also the
impact on key access points (e.g. critical roads).
Note: Principal risks identified, may combine and amalgamate elements of individual risks included in the detailed Group risk register.
New riskNo changeRisk decreasingRisk increasing
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TCFD disclosures
TCFD
disclosures
H
elios Towers plc has complied with
the requirements of LR 9.8.6R by
including Climate-related Financial
Disclosure (CFD) aligned to the Task
Force on Climate-related Financial
Disclosures (TCFD) Recommendations and
Recommended Disclosures (Guidance for
All Sectors) with the following exceptions,
which are explained further in the following
section:
– Strategy: b
We continue our efforts to calculate financial
impact of our material risks. Efforts this year
have predominantly been on maturing the
risk process and integrating it into wider
frameworks. In 2024, we anticipate focusing
more on the quantification of these risks and
opportunities.
– Metrics and targets: a
Although Helios Towers tracks several
internal KPIs relating to tower resilience and
uptime, these are not currently connected
tothe risk process. In 2024, we will look to
incorporate these and develop new metrics
and targets that align better and measure
our risk tolerance against the risks and
opportunities identified.
We have explained next steps on the
following pages to ensure future compliance.
We are committed to improving our
disclosure against the TCFD
recommendations each year and will
continue to report on our progress annually.
GOVERNANCE
TCFD a. Describe the Board’s oversight
of climate-related risks and opportunities
The Board maintains oversight of the
Company’s Sustainable Business Strategy,
encompassing all climate-related matters,
through the convening of regular meetings
throughout the year. In 2023, the Board
met six times and climate-related matters
were discussed at every meeting as part of
the standing sustainability update. During
the meetings, the Chief Financial Officer
(CFO), Group Head of Sustainability and
Director of Operations and Engineering
delivered briefings on progress against
the climate action target, challenges
in the carbon reduction strategy and
operational obstacles throughout the year.
To strengthen the Board’s oversight of the
Company’s Sustainable Business Strategy
and its delivery and performance, the Board
established a dedicated Sustainability
Committee in 2023 comprising both Board
members and senior executives, including
the Chief Executive Officer (CEO) and
CFO. As part of its duties, the Committee
works closely with management on
climate-related matters, including risk and
opportunity assessment, climate action
targets and KPIs, strategy, reporting and
governance. The Committee convenes
twice a year and the Chair of the Committee
furnishes the Board and Board Committees
with relevant information, advice and
recommendations following each meeting.
The Committee met twice during 2023
and,among other matters, reviewed the
Company’s analysis of physical and
transition climate risks and related
quantification of key risk metrics and
establishment of appropriate thresholds.
Moving forward, the Committee will assume
full ownership of the climate risk register to
ensure both existing and emerging risks are
effectively identified and managed by local
teams. The Committee will also oversee
investments in carbon reduction initiatives
and innovation pursuant to Project 100, such
as grid connectivity, battery storage,
renewables and alternative clean
fueltechnologies, as well as any other
climate-related opportunities identified
bymanagement.
The Audit Committee, acting under the
Board’s authority, maintains responsibility
formonitoring and assessing regulatory and
reporting requirements for climate-related
disclosures. During 2023, the Chair of the
Committee has tracked the Company’s
progress and alignment with the TCFD
recommendations, encompassing the
approval of our climate-related risk and
opportunities, and communicated the
findings to the Board for informed decision-
making. Notably, the Chair of the
Sustainability Committee is also amember
of the Audit Committee, fostering enhanced
climate governance.
The Technology Committee has contributed
to the development and progression of our
climate strategy through monitoring and
evaluating the impact of technological
developments that may help us to achieve
our carbon targets. Examples include solar
rollout at our sites in Ghana and review of
the use of biofuels to power generators.
Read more about the roles and
responsibilities of the Board Committees
inthe Governance Report on pages 72–119
and in the Reporting Supplement.
TCFD b. Describe management’s role in
assessing and managing climate-related
risks and opportunities.
Aligns with CFD disclosure (A)
The Company’s Sustainable Business
Strategy falls under the responsibility of our
Group CEO. The Group CEO is supported
by our Group CFO, who oversees the
assessment of climate risks and financial
impacts, approval of investment in carbon
reduction initiatives and innovations, and
climate-related disclosures. Updates on
carbon reduction initiatives and progress
against targets are shared with the CEO
on a monthly basis through Project
100 meetings and Board reports.
To strengthen the Company’s governance,
we have integrated managerial
accountabilities for climate-related risks and
opportunities into the respective business
functions, with the CEO and CFO assisted by
a number of senior management on
climate-related matters:
– Director of Operations and Engineering:
Member of the Executive Committee
(ExCo) reporting to the CEO and leading
the delivery of our carbon roadmap. The
function is responsible for identifying
opportunities and implementing solutions
for low-carbon power to maximise power
uptime while reducing our carbon
emissions.
– Group Head of Sustainability: Member of
the Executive Leadership Team (ELT)
reporting to the CFO who leads reporting
on climate action, oversees data assurance
and climate risk assessment, and works
with each business function to embed
current and future climate-related
considerations into operations and
planning.
– OpCo Managing Directors: Members of
the ELT who are responsible for managing
physical climate-related risks, as well as
transition risks such as market risks, and
integrating these into local business
continuity plans and operational and risk
management processes.
– Group Functional Heads: Play an
important role in managing transition
risks. For example, the Head of Strategic
Finance leads on financial modelling for
Project 100 and analysing the associated
impacts. The CEO also chairs Project 100
working group meetings involving the
CFO and senior management from the
Operations, Engineering, Sustainability
and Finance teams. The Group reviews
progress on carbon reduction, investment
in lower-carbon technologies and
stakeholder feedback on climate-related
issues and provides relevant updates to
the Board.
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TCFD disclosures continued
STRATEGY
TCFD a. Describe the climate-related risks and opportunities the organization has
identified over the short, medium, and long term.
Aligns with CFD disclosures (D) i, ii
Physical and transition risks have been considered for all markets Helios Towers operates in,
including markets we have recently acquired. For physical risks, we have focused on
operational disruption as we expect impacts on our towers or to the surrounding areas to
affect our ability to access sites. Any disruption to power uptime directly impacts our
customers, so our modelling also takes this into account.
For transition risks, we have considered our whole value chain, i.e. upstream, direct
operations and downstream. We included upstream because the goods we purchase are
more exposed as part of the transition to a low carbon economy compared to physical
climate events.
We selected two scenarios for consideration that cover low warming (1.8°C) and high
warming (4°C).
Low warming (1.8°C) High warming (4°C)
Description Action is taken at a global
level to limit carbon emissions
leading to the low-end of
warming projections. We have
modelled 1.8°C warming by
2100 to ensure consistency
across our physical risk
modelling.
No further global commitments beyond what
has already been announced coupled failure
to meet those commitments. This is viewed as
a worst-case scenario where limited traction
to transition leads to warming is 4°C by 2100.
Models used
for physical
risks
IPCC Model: SSP1-2.6
Sustainable Development
Scenario. Global CO
2
emissions are strongly
reduced with the objective of
zero emissions is reached after
2050.
IPCC Model: SSP5-8.5
Fossil fuel-driven development scenario. This
is the 'worst-case scenario'. Current levels of
CO
2
emissions are almost doubled by 2050.
The world economy grows rapidly, but this
growth is driven by fossil fuel exploitation and
very energy-intensive lifestyles.
Features of
future
scenario
Rapid energy transition
leading to the adoption of
renewables, wider
electrification and the phasing
out of fossil fuels.
Global temperatures limited
to1.5–1.8°C by 2100.
Smaller increases in extreme
weather events compared to
high warming scenario.
Increased regulation in order
to meet carbon reduction
targets.
Deployment of low carbon
strategies and technologies.
Energy usage doubles, demand met through
fossil fuels primarily and marginal increase in
renewable energy.
Global temperatures rise by 4°C by 2100,
leading to 1.1 metre sea level rise and major
changes to climate system.
Significant increase in frequency and
magnitude of extreme weather events.
Little additional regulation or action to
mitigate the impacts of climate change.
Slow change in development and innovation
for low carbon technologies.
Transition
risks
Reports from IPCC, IEA
forecasts and wider research.
We have picked the low-warming scenario to give us a greater understanding for a future
world where warming is limited to under 2°C. We have picked this rather than 1.5°C for two
reasons. Firstly, global policies and commitments are not yet aligned to limit warming to this
level and 1.8°C of warming therefore is a more likely and relevant to our operations. We will
re-evaluate the scenario modelled if this changes. Secondly, there is greater availability of
1.8°C models for all physical risks that we have identified compared to 1.5°C models, which
ensures greater consistency. For transition risks, we have chosen this scenario to understand
how low-carbon technologies may become widespread and to assess our exposure to any
regulations or government measures on carbon pricing.
The high-warming scenario, as a worst-case scenario, helps us to understand our exposure
tothe extreme projections of climate change. For transition risks this means a much slower
transition of low-carbon technologies and higher demand for fossil fuels globally, which may
impact the costs and availability of our diesel consumption.
For each scenario, we have looked at three timeframes: short-term (0–3 years), medium-term
(3–10 years) and long-term (10–15 years). When considering the long-term timeframe, we also
looked out to 2050 for transitional risks and 2080–2100 for physical risks where models
allowed.
Description
Short-term Short-term horizons are considered to be between 0–3 years and
could be any events that could affect the organisation almost
immediately.
Medium-term Typically, our medium-term strategic planning will look at roadmaps
with horizons of 3–10 years. The average remaining contract term we
hold with our customers is c.8 years.
Long-term Long-term time horizons when considering climate risk are between
10–15 years. This aligns to the long-term nature of the initial contracts
we establish with our customers.
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TCFD disclosures continued
Throughout 2022 and 2023, we conducted qualitative climate scenario modelling to identify and assess climate-related risks and opportunities. Below is a table of our material risks and
opportunities. We have defined a climate risk as material if the risk rating is medium or higher on our risk matrix. Risk ratings are created using a combination of the likelihood of a risk
occurring (exposure) and the severity of the impact if the risk were to occur. More detail on the types of impacts considered are covered within this statement. Each risk was assessed across
two scenarios (high warming and low warming) which are described in more detail in Strategy: b and c pages 60–61.
Risk and opportunities Scenario Short- Medium- Long-term
Risk River and rainfall flooding leading to infrastructure damage, increased capital costs for asset repair or
replacement, inaccessibility of sites for maintenance, and tower downtime leading to service disruption.
Low warming
High warming
Storms leading to infrastructure damage, increased capital cost for asset repair or replacement,
inaccessibility of sites for maintenance and tower downtime leading to service disruption.
Low warming
High warming
Cyclones leading to infrastructure damage, increased capital cost for asset repair or replacement,
inaccessibility of sites for maintenance, and tower downtime leading to service disruption.
Low warming
High warming
Extreme heat reducing battery efficiency or damaging equipment, leading to increased diesel consumption
and operational cost including increased reliance on cooling equipment.
Low warming
High warming
Drought leading to disruption of hydropower sources powering towers, thereby increasing reliance on
back-up generators.
Low warming
High warming
Cost and availability of batteries due to global demand leading to increased cost of capital investments,
insecure supply chain and additional maintenance costs to prolong asset lifetime.
Low warming
High warming
Increasing cost and availability of diesel as back-up power source leading to increased operating cost due to
changing energy process, abrupt and unexpected shifts in energy procurement and potential disruption to
tower uptime.
Low warming
High warming
Dependence on improvements in national grid proliferation and large-scale infrastructure. Delayed progress
on this means the Company will be exposed to diesel cost increase and operational impact from volatile grid
connectivity.
Low warming
High warming
Opportunity Cost savings as a result of reduced diesel usage in operations as stable grid connections provide better
returns and reliability.
Low warming
High warming
Risk scale
High Medium Low
We have looked at transition risks at a company level, factoring in any country-specific policies such as those pertaining to grid expansion and grid greening. For physical risks, we have
assessed all our markets to evaluate the exposure at a country level. There is naturally some variance in the levels of exposure for each market. Generally, trends are consistent across
countries for a single risk type and for some risk types. For example, for extreme rainfall, the projections in a high- and low-warming scenario will see similar percentage increases.
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Physical risk type
Highly impacted
market Description
Drought DRC, Tanzania This is particularly impactful where the national grid
ispredominantly hydro powered, such as DRC and
Tanzania. Droughts increase the likelihood of blackouts
or brownouts occurring, requiring the Company to rely
on diesel generators to power our towers, thereby
increasing operating costs. Aqueduct data shows the
level of drought lessening over the coming decades,
therefore our overall risk rating is likely to decrease in the
future.
Storms and
cyclones
Madagascar,
Oman, Malawi
Storms are much more likely to occur in Madagascar and
Oman (165 and 14 storm events recorded respectively in
the last 180 years). Other markets may be exposed to
storms; however, the frequency is much lower. Cyclones
are mainly concentrated to Madagascar and Oman;
however, Malawi experienced its first cyclone in 2023.
Modelling of storm intensities shows that they may
become more intense in a high-warming scenario.
River flooding Tanzania,
Madagascar
Based on Aqueduct data, Oman, Ghana and South Africa
are countries that are currently classed as having medium
or low exposure to river flooding. Tanzania and
Madagascar are classed as extremely high while the
remaining markets are all classed as high. When looking
at long-term projections the rating for each country is
not anticipated to change.
We have also identified and considered the following risks and do not believe they are
material. We will continue to assess these going forward and will update their materiality
ifcircumstances change.
– Physical risks: Coastal flooding.
– Transition risks: Lack of skills to maintain low-carbon technologies; increased investor and
customer demand and expectations around climate action, SBTs and Net Zero; Legislation
restricting our ability to generate our own power; and increased carbon-related policy,
regulation and taxation.
– Transition opportunities: Increased customer demand for our services from rapid
decarbonisation.
TCFD b. Describe the impact of climate-related risks and opportunities on the
organization’s businesses, strategy, and financial planning.
Aligns with CFD disclosure (E)
Material risks have been factored into our financial and strategic planning, particularly for
riskmitigation. We have collated the current mitigation actions in place along with future
mitigations that are planned in the section below. These actions supplement the broad
measures we are taking to mitigate our climate-related risks through the reduction of our
carbon emissions, as set out in more detail on pages 26–27.
Where towers may be damaged or inaccessible after a flood or storm, we work with our
customers to protect equipment and ensure the safety of our staff by reducing site visits
around projected climatic events. Where towers are damaged during climatic events, such as
storms and flooding, nearby areas are likely to be inaccessible or dangerous to our staff and
contractors. We work with our customers to protect equipment as far as possible and ensure
the safety of our staff and contractors by reducing any non-critical site work until safe to
work. Where towers are more vulnerable to stronger winds, we ensure additional
maintenance and structural analysis is conducted. We also use temporary tower solutions
such as Cell on Wheels (CoWs), which are portable and can be quickly installed. Moving
forward, we plan to ensure sufficient battery installation and nearby fuel stocks are in place
to operate towers when access is not possible. Additional reviews of towers in high-risk areas
may lead to relocation or re-engineering where necessary.
Where the national grid is powered by hydro power, we ensure that there are reliable fuel
stocks in place to mitigate any potential impacts caused by droughts. We consider renewable
energy source where possible to reduce back-up power provided by diesel.
We are also investigating local renewable energy sourcing as an option to mitigate our
dependence on national grid proliferation in remote parts of our markets.
With the availability and cost of diesel being our most material risk, we have already put in
place mitigation actions to ensure we minimise the impact on our sites in the event of global
shortages, including stockpiling diesel where necessary. This is predominantly focused on
towers that do not currently have access to the national grid and, therefore, does not
undermine our long-term goal to increase the number of towers running on less carbon
intensive electricity.
We are in the process of creating a transition plan and endeavour to make this a focus
for2024. In 2023, we prioritised the development of our risk analysis and management
processes to fully understand the risks that may impact us. We will be aligning to the
Transition Plan Taskforce disclosure framework to create a robust plan that incorporates
itsthree guiding principles; ambition, action and accountability.
We have not currently quantified the impact of our risks in monetary terms as we have used
impact scales combining qualitative and quantitative measures. We will look to translate the
impact of climate-related risks and opportunities in financial measures in 2024.
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TCFD disclosures continued
TCFD c. Describe the resilience of the
organization’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
Aligns with CFD disclosure (F)
Scenario analysis continues to inform and
quantify our resilience to climate change in
markets that are particularly susceptible to
the impacts of climate change. The scenarios
used for the assessment were SSP1-2.6 and
SSP5-8.5, which were chosen to provide a
range of impacts to consider for both
physical and transition risks. Scenario
modelling has enabled us to develop insights
into how our strategies will need to be
adapted for climate resilience in the future.
One example of this is in our use of diesel to
power our towers, which is a key reduction
lever for our decarbonisation journey and
mitigating our climate impact. Failure to
move away from diesel could increase our
transition risk going forward. However, as
flooding and extreme events may lead to
grid connectivity issues, diesel fuel use is
also a critical means to ensure tower uptime
and ability to adapt to climate change.
Diesel presents both a high level of risk but
also high reward if reduction opportunities
associated with new technology are realised.
In low- and high-carbon scenarios, climate
change poses a similar level of risk across
both physical and transition risk types.
For the majority of our climate strategy,
we expect to deploy the same measures
for resilience for the future, distinguishing
where our analysis has pointed towards
distinct differences in the impact between
the scenarios. For physical risks, this is
currently different for river and rainfall
flooding, suggesting that in a higher-carbon
scenario, we would be more resilient by
increasing flood defences and continuity
planning for such events. However, in a high-
warming scenario, our qualitative scenario
analysis reveals certain transition risks may
pose greater risk, especially in relation to
the cost and availability of batteries and
for diesel as a back-up power source. In a
low-carbon scenario, there is expected to
be greater demand and enforcement of
carbon taxes on fossil fuel-based energy
sources. The transition could have a greater
impact, especially in the medium to long
term. Our strategy to move away from
diesel over the coming decade will enable
us to develop resilience to transition risks.
Overall, our current strategy is resilient to
low to medium risks in the short term and
our processes and planning are designed to
withstand impact from climatic events. For
the long term, creating a transition plan will
help us understand how to achieve a holistic
strategy that reduces exposure to physical
and transition risks in future.
RISK MANAGEMENT
TCFD a. Describe the organization’s
processes for identifying and assessing
climate-related risks.
Aligns with CFD disclosure (B)
Climate change was identified as a principal
risk through our risk identification and
management process in 2021. We undertook
a climate-related risk review in 2023 to
develop our understanding of the risk of
climate change on our operating companies
through our assessment of both physical
and transition risks and opportunities.
To identify and assess physical and transition
risks and opportunities, we conducted
workshops with the ELT, the Operations
function and an external carbon consultancy
on likelihood and the potential magnitude of
impact. We also conducted a review of
climate records and projections for each of
our markets using the World Bank Climate
Change Knowledge Portal and other
open-source databases for qualitative risk
modelling. This provided us with a matrix of
relevant physical and transition risks for each
OpCo. Material climate risks are those that
could potentially have a significant effect on
our tower downtime, the safety of our
people, partners and assets, and on our
costs. Throughout 2023, we have built on
the learnings from 2022 to form the
foundation of our risk management process,
including the creation of a risk register for all
material risks measured across two climate
scenarios.
We have developed our approach to
ensure consistency when assessing risks
using climate scenario modelling whilst
also utilising the expertise and experience
of our OpCos when facing climate-related
risks. We have aligned the management of
our risks to our general risk management
processes while allowing the identification
and measurement to be climate-risk specific.
Identification
We use multiple sources to identify potential
climate-related risks and opportunities:
– Market-specific knowledge from our
OpCos on current and potential risks.
– Latest climate studies and science relevant
to the telecoms sector and the potential
climate impacts it may face.
– Risks and opportunities identified by
peers in the telecoms sector.
– TCFD guidance on potential risks and
opportunities.
While we have identified climate-related
opportunities through our identification
process, they are frequently the mirror
image of the transition risks we face. For
example, we may be exposed to increasing
cost and availability of diesel if we do not
switch to low-carbon forms of electricity
generation. It is also an opportunity for
us to avoid this exposure by transitioning
more rapidly to low-carbon electricity
generation compared to our peers.
Assessment
Upon identifying the potential risks we may
face, each risk is assessed to understand its
materiality. Each risk is evaluated by
assessing the likely exposure and impact on
our operations and likely time horizon for
the risk occurring. Risks are assessed against
two climate scenarios and across the short-,
medium- and long-term time frames. Further
details on scenarios and timeframes used
can be found in the Strategy section on
page 58.
Our risk rating framework is based on a
combination of our likelihood and impact
scales. When assessing impact, we look at
multiple elements, including financial,
operational, reputational, customer,
employee and legal. Each type of impact has
a qualitative or quantitative definition on a
four-point scale. For example, the highest
financial impact is defined to be a budget
variance in EBITDA of +/- 10% for risks and
opportunities. We assess the overall impact
rating based on the highest impact seen
across all six types of impact areas. We have
not yet quantified financial impact across
every risk and have assessed impacts by
consulting stakeholders in different markets
and functions throughout the Group.
To align with TCFD guidance, we have
measured our risks through to 2050 at a
minimum and, where climate models allow,
to 2080–2100.
We will review our materiality assessment
regularly to ensure that our material
climate-related risks are accurate and up to
date. To build our internal capacity in this
area, our GIS modelling team underwent
climate risk assessment training in 2023. The
training enabled us to conduct quantitative
modelling on key physical climate risks and
improve the granularity of our modelling
from country level to tower-specific level.
The first risks to be assessed are flooding
(river and rainfall related) along with
extreme temperatures. We will update the
risk scores as necessary due to changing
circumstances within our business or where
modelling allows improved data to be used.
In 2023, we assessed six physical risks and
seven transition risks. In formulating the
Group-level risk ratings, we assessed the
likelihood and impact of each risk in all our
markets. We will annually review this register
with our OpCos to ensure it is still relevant
and accurate.
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TCFD b. Describe the organization’s
processes for managing climate-related
risks.
TCFD c. Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated into
the organization’s overall risk
management.
Aligns with CFD disclosures (B) and (C)
Management and reporting
Climate change is a principal risk and,
assuch, is managed through the risk
governance structure outlined on page 51.
The Group CFO and Group Head of
Sustainability updated the Sustainability
Committee on the key physical and
transition risks identified in 2023 and the
Company’s plans to prioritise mitigations
over 2023–24. Throughout 2023, risk
modelling has been astanding agenda item
as part of the Sustainability Committee and
has also been presented to the Board. The
climate risk register will be overseen by the
Sustainability Committee, who will assume
responsibility for ensuring that new risks are
identified periodically and are being
managed locally by OpCos.
Once a risk is identified and assessed, it is
communicated to our OpCos and integrated
into our wider risk management process.
Thisincludes communicating the update to
Managing Directors bi-annually as part of
the principal risk review process. Each OpCo
maintains their own risk register, which
integrates all relevant climate risks and is
reviewed bi-annually.
METRICS AND TARGETS
TCFD a. Disclose the metrics used by the
organization to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
We monitor several KPIs to assess our
exposure to climate-related risks and
opportunities. Some of these KPIs are
highly specific to our business operations,
markets and activities. For example, we have
regularly modelled and reported on how
our infrastructure-sharing model reduces
emissions for multi-tenanted towers.
Grid connectivity is also an important
part of our carbon reduction strategy,
a metric we monitor as we endeavour
to increase connections over time.
We monitor the business impact of climate
events we are already experiencing through
some of our sustainable business KPIs, and
use these for planning and budgeting. For
example, after flooding, storms, cyclones
and prolonged rainy seasons, we review
theimpact of our KPI of downtime per
towerper week on operating costs and
ourcarbon emissions.
In 2023, we extended our review of the
potential financial impact of transition risks
associated with projected cost increases in
procuring energy and steel.
We report on metrics such as GHG
emissions, carbon intensity per tenant and
per tower, energy consumption, and our
investment in carbon reduction (see pages
28–29). Further details on the
methodologies underlying our carbon
accounting calculations can be found in our
basis of reporting, available at heliostowers.
com/our-impact/reports.
We updated our long-term incentive plan
(LTIP) to include performance against our
carbon target, which will be effective from
2023. The Remuneration Committee is
introducing an ‘impact scorecard’ for the
2023 LTIP award to supplement existing
financial metrics. The impact scorecard
includes three equally weighted, quantifiable
metrics aligned to KPIs and targets set out in
our Sustainable Business Strategy, including
progress against our target of emissions per
tenant. We track data against our 2020 base
year and our reporting includes all years
back to our baseline to allow for a year-on-
year comparison.
We explored the use of an internal carbon
pricing mechanism in 2023 but concluded
that it was not feasible for current activities.
We will reassess this periodically to review
whether there is a case to apply a
mechanism, and drive investment decisions
in current and future technologies for
carbon mitigation.
We have not developed specific metrics
related to our climate-related risks and
opportunities beyond the impact of our
carbon emissions and various metrics and
KPIs tracking performance efficiency and
effectiveness. We will incorporate these into
the development of our overall risk register
in 2024.
TCFD b. Disclose Scope 1, Scope 2 and,
ifappropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
Scope 1, 2 and 3 emissions are the key
metrics we use to measure our emissions,
manage climate-related risks and assess
opportunities in the energy transition. For
our carbon footprint disclosure see pages
28–29).
For further details on our methodology,
seeour basis of reporting, available at
heliostowers.com/our-impact/reports.
TCFD c. Describe the targets used by
the organization to manage climate-
related risks and opportunities, and
performance against targets.
We address physical and transition climate
risks by decarbonising our operational
footprint. Our climate targets are focused on
reducing carbon intensity; in late 2021, we
set out an intensity target to reduce carbon
emissions per tenant by 46% by 2030
against a 2020 baseline. Read more on
page29.
In 2023, we initiated a rebaselining exercise
to review our carbon target and roadmap,
which will be considered and approved by
the Board. The target will include our new
markets and will consider OpCo-specific
initiatives and reduction feasibility. We are
currently reviewing the changes to ensure
the modelling is as accurate as possible prior
to disclosing the new target in 2024. In the
interim period, we continue to measure and
report progress against our current target.
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Viability statement
1. Assessment of prospects: Context
The Group’s activities are long-term in
nature, as is its business model. The Group is
either the sole and/or leading independent
operator in seven of its nine markets.
The Group has demonstrated consistent
Adjusted EBITDA growth for the last five
years, and from 2018 to 2023, operating
loss has improved from US$(24) million
to an operating profit of US$146 million.
Following substantial inorganic expansion
across 2020–2022, the Group focused
on tenancy ratio expansion and organic
growth on its enlarged platform in 2023.
Consequently, the Group’s loss before tax
improved US$50 million to US$112 million
year-on-year. Pages 3–7 describe how
the Group’s business model will generate
profits in future years as the tenancy
ratio further expands going forward.
Our recent expansion has resulted in US$39
million of net liabilities at year end, primarily
driven by the depreciation on acquired
assets and financing costs, including
non-cash charges relating to intercompany
loans. As we lease-up those assets over the
next few years, we expect the liability
position to reverse. Our net current assets
atyear end remain strong at US$84 million.
The Group closed the year with US$107
million cash and cash equivalents, in
addition to c. US$400 million of undrawn
debt facilities. In 2023, we raised a
US$600 million term loan and up to
US$120 million revolving credit facility
(RCF). As of December 2023, US$405
million of the term loan was drawn,
following a successful US$325 million
tender offer of the 2025 Senior Notes,
US$65 million repayment of the prior term
loan and related fees and expenses.
This liability management resulted in the
Group extending its average weighted
maturity by one year, with a minimal
increase in cost of debt, despite the higher
interest rate environment.
Net leverage was 4.4x at the end of 2023,
within 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 growing earnings and
return on invested capital through organic
tenancy expansion. Decisions relating to
investments are made consistent with the
Group’s current risk appetite and are subject
to robust commercial analysis, diligence and
Board oversight and approval.
2. Key assumptions and the
assessmentprocess
Group prospects are assessed through
its strategic planning process, which is
led by the Group 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 2023. This considered the
Group’s current positions and business
prospects for the next four years, focusing
on potential market expansion, growth
opportunities in existing markets and the
scope for new product development.
Based on this analysis, detailed financial
forecasts were prepared for a 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. A similar
level of detail is included in the second year
of the forecast and this is flexed, based on
the actual results obtained in year one.
Forecasts for the remaining years are
extrapolated from these first two years,
based on the overall content of the strategic
plan. We consider it reasonable to assume
that debt refinancing will be available at
existing levels in all plausible market
conditions as the related debt matures, and
therefore there will be no material change to
the Group’s capital structure over the period.
In practice, the Group expects to refinance
proactively, in a manner that optimises the
Group’s overall capital structuring whilst
safeguard its liquidity. The forecasts take
into account the Group’s commitments with
respect to the US$100 million capital spend
required to meet its carbon target (see
page29).
The purpose of this summary is to set out
the potential impact from key risks that
could prevent the Group from achieving its
strategy. Depending on the nature or impact
of aspects of these principal risks, the
Group’s ability to continue in business in its
current form could be affected, if these were
realised. This was considered as part of the
Group’s viability assessment, outlined here.
While the Group’s forecasts reflects
the Directors’ best estimates of the
future prospects of the business, the
Group has also considered a number
of downside scenarios that reflect the
principal risks of the Group, as explained
on pages 51–56 of this Annual Report,
by quantifying their potential financial
impact and assessing the potential impact
on planned delivery. All of the scenarios
modelled represent ‘severe but plausible’
circumstances that could affect the Group,
its operations and its business activities.
3. Assessment of viability
The assessment of viability started with the
available headroom as of 31 December 2023
and considered the plans and projections
prepared as part of the forecasting cycle
and related downside scenarios that reflect
the principal risks of the Group.
The results of this stress-testing, and
assessment of significant quantitative and
qualitative factors, demonstrated that the
Group would be able to withstand these
impacts over the period of its financial
forecasts, and have liquidity available to the
Company. While in a downside scenario
headroom has been assessed to be tight
against its covenants, it does not breach its
covenants. This is due to the inherent
stability of its core business and by making
necessary adjustments to its business-as-
usual operational and activity plans.
The Group also considered a number of
‘break-case’ scenarios, hypothetically
calculating how much a change in portfolio
structure (i.e. sites going offline) would be
required for the business to run out of cash
and available debt facilities. This testing
highlighted that over 50% of its portfolio
would need to go offline for the business to
be not able to generate sufficient cash flows
over a year to cover its fixed costs.
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
2(a) 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
theBoard.
Tom Greenwood
Group CEO
13 March 2024
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Helios Towers plc Annual Report
and Financial Statements 2023
Alternative Performance Measures
Adjusted EBITDA and Adjusted EBITDA margin
Definition
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.
Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to company by
eliminating potential differences caused by variations in capital structures (affecting interest
and finance charges), tax positions (such as the impact of changes in effective tax rates or net
operating losses) and the age and booked depreciation on assets. The Group excludes certain
items from Adjusted EBITDA, such as loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better understanding of the Group’s
underlying trading performance.
Reconciliation between APM and IFRS
2023
US$m
2022
US$m
Loss before tax (112.2) (162.5)
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs
1
3.3 19.1
Share-based payments and long-term incentive plan charges
2
3.7 4.5
Other/Restructuring 0.9 –
(Loss)/Gain on disposal of property, plant and equipment (3.1) 0.4
Other gains and losses 6.1 51.4
Depreciation of property, plant and equipment 160.9 144.6
Amortisation of intangible assets 26.1 12.6
Depreciation of right-of-use assets 32.0 21.3
Interest receivable (1.3) (1.8)
Finance costs 253.5 193.2
Adjusted EBITDA 369.9 282.8
Revenue 721.0 560.7
Adjusted EBITDA margin 51% 50%
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior
to operating activities commencing.
2 Includes associated costs.
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.
64
Helios Towers plc Annual Report
and Financial Statements 2023
Alternative Performance Measures continued
Adjusted gross profit and Adjusted gross margin
Definition
Adjusted gross profit means gross profit, adding back site and warehouse depreciation,
divided by revenue.
Adjusted gross margin means Adjusted gross profit divided by revenue.
Purpose
This measure is used to evaluate the underlying level of gross profitability ofthe operations
of the business, excluding depreciation, which is the major non-cash measure otherwise
reflected in cost of sales. The Group believes that Adjusted gross profit facilitates comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by the age and booked depreciation on assets. It is also a proxy
for the gross cash generation of its operations.
Reconciliation between IFRS and APM
2023
US$m
2022
US$m
Gross profit 270.6 194.8
Add back: Site and warehouse depreciation 185.6 158.1
Adjusted gross profit 456.2 352.9
Revenue 721.0 560.7
Adjusted gross margin 63% 63%
Portfolio free cash flow
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and corporate
capital additions, payments of lease liabilities (including interest and principal repayments of
lease liabilities) and tax paid.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the business operations
after expenditure incurred on maintaining capital assets, including lease liabilities, and taxes.
It is a measure of the cash generation of the tower estate.
Reconciliation between IFRS and APM
2023
US$m
2022
US$m
Cash generated from operations 318.5 193.2
Adjustments applied:
Movement in working capital 48.1 70.5
Adjusting items:
Deal costs
1
3.3 19.1
Adjusted EBITDA 369.9 282.8
Less: Maintenance and corporate capital additions (35.5) (20.3)
Less: Payments of lease liabilities
2
(45.3) (40.8)
Less: Tax paid (20.9) (20.3)
Portfolio free cash flow 268.2 201.4
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior
to operating activities commencing.
2 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
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Helios Towers plc Annual Report
and Financial Statements 2023
Return on invested capital
Definition
Return on invested capital (ROIC) is defined as annualised portfolio free cash flow divided by
invested capital.
Invested capital is defined as gross property, plant and equipment and gross intangible
assets, less accumulated maintenance and corporate capital expenditure, adjusted for IFRS 3
and IAS 29 accounting adjustments and deferred consideration for future sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the Group’s
capitalallocation.
Reconciliation between IFRS and APM
2023
US$m
2022
US$m
(Restated)
2
Property, plant and equipment 918.3 907.9
Accumulated depreciation 1,127.5 934.0
Accumulated maintenance and corporate capital expenditure (260.3) (224.8)
Intangible assets 546.4 575.2
Accumulated amortisation 75.6 50.4
Accounting adjustments and deferred consideration for future sites (180.1) (70.7)
Total invested capital 2, 227.4 2,172.0
Annualised portfolio free cash flow
1
268.2 223.8
Return on invested capital 12.0% 10.3%
1 Annualised portfolio free cash flow is calculated as portfolio free cash flow for the respective period, adjusted to
annualise the impact of acquisitions closed during the respective period.
2 Restatement on finalisation of acquisition accounting; see note 31, page 166.
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current loans and current loans and long-term and short-term
lease liabilities.
Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated
as net debt divided by annualised Adjusted EBITDA
1
.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of overall
balance sheet strength. It is also a single measure that can be used to assess the Group’s cash
position relative to its indebtedness. The use of the term ‘net debt’ does not necessarily mean
that the cash included in the net debt calculation is available to settle the liabilities included
in this measure.
Net leverage is used to show how many years it would take for a company to pay back its
debt if net debt and Adjusted EBITDA are held constant.
Reconciliation between IFRS and APM
2023
US$m
2022
US$m
External debt 1,650.3 1,571.6
Lease liabilities 239.4 226.0
Gross debt 1,889.7 1,797.6
Cash and cash equivalents 106.6 119.6
Net debt 1,783.1 1,678.0
Annualised Adjusted EBITDA
1
403.0 328.8
Net leverage 4.4x 5.1x
1 Annualised Adjusted EBITDA calculated as per the Senior Notes definition as the most recent fiscal quarter multiplied
by four, adjusted to reflect the annualised contribution from acquisitions that have closed in the most recent fiscal
quarter. This is not a forecast of future results.
Alternative Performance Measures continued
66
Helios Towers plc Annual Report
and Financial Statements 2023
Consolidated Income Statement
For the year ended 31 December
(US$m)
Year ended 31 December
2023 2022
Revenue 721.0 560.7
Cost of sales (450.4) (365.9)
Gross profit 270.6 194.8
Administrative expenses (127.6) (114.1)
Gain/(loss) on disposal of property, plant and equipment 3.1 (0.4)
Operating profit 146.1 80.3
Interest receivable 1.3 1.8
Other gains and losses (6.1) (51.4)
Finance costs (253.5) (193.2)
Loss before tax (112.2) (162.5)
Tax expense 0.4 (8.9)
Loss after tax (111.8) (171.4)
Loss attributable to:
Owners of the Company (100.1) (171.5)
Non-controlling interests (11.7) 0.1
Loss for the year (111.8) (171.4)
Loss per share:
Basic loss per share (cents) (10) (16)
Diluted loss per share (cents) (10) (16)
Detailed financial review
Strategic Report Financial StatementsGovernance Report
67
Helios Towers plc Annual Report
and Financial Statements 2023
Segmental key performance indicators
For the year ended 31 December
Following the Group’s recent expansion into new countries and related internal management and reporting reorganisation, the Group’s segments are now presented on a regional rather than
a country basis, with comparative information re-presented accordingly.
$ values are presented as US$m
Group Middle East & North Africa
2
East & West Africa
3
Central & Southern Africa
4
2023 2022 2023 2022 2023 2022 2023 2022
Sites at year end 14,097 13,553 2,535 2,519 6,396 6,300 5,166 4,734
Tenancies at year end 26,925 24,492 3,375 3,017 12,608 12,093 10,942 9,382
Tenancy ratio at year end 1.91x 1.81x 1.33x 1.20x 1.97x 1.92x 2.12x 1.98x
Revenue for the year $721.0 $560.7 $57. 5 $3.6 $312.6 $261.8 $350.9 $295.3
Adjusted gross margin
Δ
63% 63% 77% 73% 69% 67% 56% 59%
Adjusted EBITDA
Δ
for the year
1
$369.9 $282.8 $38.5 $2.3 $199.8 $162.9 $167.6 $149.1
Adjusted EBITDA margin
Δ
for the year 51% 50% 67% 64% 64% 62% 48% 50%
1 Group Adjusted EBITDA for the year includes corporate costs of US$36.0 million (2022: US$31.5 million).
2 Middle East & North Africa segment reflects the Company’s operations in Oman.
3 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
4 Central & Southern Africa segment reflects the Company’s operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Total tenancies as at 31 December
Group Middle East & North Africa
1
East & West Africa
2
Central & Southern Africa
3
2023 2022 2023 2022 2023 2022 2023 2022
Standard colocations 10,929 9,611 744 498 5,332 5,080 4,853 4,033
Amendment colocations 1,899 1,328 96 – 880 713 923 615
Total colocations 12,828 10,939 840 498 6,212 5,793 5,776 4,648
Total sites 14,097 13,553 2,535 2,519 6,396 6,300 5,166 4,734
Total tenancies 26,925 24,492 3,375 3,017 12,608 12,093 10,942 9,382
1 Middle East & North Africa segment reflects the Company’s operations in Oman.
2 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
3 Central & Southern Africa segment reflects the Company’s operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Detailed financial review continued
Alternative Performance Measures are defined on pages 64-66
68
Helios Towers plc Annual Report
and Financial Statements 2023
Revenue
Revenue increased by 28.6% to US$721.0 million in the year ended 31 December 2023 from
US$560.7 million in the year ended 31 December 2022. The increase in revenue was driven by
organic tenancy growth, especially in DRC, contractual CPI and power escalators and
acquisitions in Malawi and Oman in 2022.
Cost of sales
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2023 2023 2022 2022
Power 177.3 24.6% 131.3 23.4%
Non-power 87.5 12.2% 76.5 13.6%
Site and warehouse depreciation 185.6 25.7% 158.1 28.2%
Total cost of sales 450.4 62.5% 365.9 65.3%
The table below shows an analysis of the cost of sales on a region-by-region basis for the
year ended 31 December 2023 and 2022.
(US$m)
Group
Middle East &
NorthAfrica
East & West Africa
Central &
SouthernAfrica
2023 2022 2023 2022 2023 2022 2023 2022
Power 177.3 131.3 7.4 0.6 60.4 50.4 109.5 80.3
Non-power 87.5 76.5 5.9 0.5 36.4 35.0 45.2 41.0
Site and warehouse
depreciation 185.6 158.1 19.0 2.2 80.9 78.3 85.7 77.6
Total cost of sales 450.4 365.9 32.3 3.3 177.7 163.7 240.4 198.9
Cost of sales increased to US$450.4 million in the year ended 31 December 2023 from
US$365.9 million in the year ended 31 December 2022, due primarily to a full year of
operations in Malawi and Oman (US$42.7 million) and organic site growth.
Administrative expenses
Administrative expenses increased by 11.8% to US$127.6 million in the year ended
31 December 2023 from US$114.1 million in the year ended 31 December 2022. Year-on-year
administrative expenses as a percentage of revenue has decreased by 2.6%. The increase in
administrative expenses is primarily due to the impact of acquisitions that increased
amortisation and other administrative costs.
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2023 2023 2022 2022
Other administrative costs 86.4 12.0% 70.0 12.5%
Depreciation and amortisation 33.4 4.6% 20.3 3.6%
Adjusting items 7.8 1.1% 23.8 4.2%
Total administrative expense 127.6 17.7% 114.1 20.3%
Adjusted EBITDA
Adjusted EBITDA was US$369.9 million in the year ended 31 December 2023 compared to
US$282.8 million in the year ended 31 December 2022. The increase in Adjusted EBITDA
between periods is primarily attributable to the changes in revenue, cost of sales and
administrative expenses, as discussed above. Please refer to the Alternative Performance
Measures section for more details and Note 4 of the Group Financial Statements for a
reconciliation of aggregate Adjusted EBITDA to loss before tax.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2023 was a loss of US$6.1
million, compared to a loss of US$51.4 million in the year ended 31 December 2022. This is
mainly related to the impacts of hyperinflation accounting in 2023 in Ghana and the non-cash
US$2.1 million (2022: US$51.5 million) fair value movement of the embedded derivative
valuation of the put and call options embedded within the terms of the Senior Notes. See
Note 26 of the Group Financial Statements.
Finance costs
Finance costs of US$253.5 million for the year ended 31 December 2023 included interest
costs of US$150.2 million which reflects interest on the Group’s debt instruments, fees on
available Group and local term loans and revolving credit facilities (RCF), withholding taxes
and amortisation. The increase in interest costs from US$115.4 million in 2022 to US$150.2
million in 2023 is primarily due to a full year of interest costs for the Oman term loan. The
increase in non-cash foreign exchange differences from US$52.3 million in 2022 to US$86.1
million in 2023 primarily reflects fluctuations of the Malawian Kwacha, Ghanaian Cedi and
Tanzanian Shilling which declined against the US Dollar during the year.
(US$m)
Year ended 31 December
2023 2022
Foreign exchange differences 86.1 52.3
Interest costs 150.2 115.4
Interest costs on lease liabilities 25.0 25.5
Gain on refinancing (7.8) –
Total finance costs 253.5 193.2
Tax expense
Tax expense was US$0.4 million credit in the year ended 31 December 2023 as compared
toUS$8.9 million expense in the year ended 31 December 2022. The decrease in overall tax
charge is predominantly driven by the recognition of previously unrecognised deferred tax
assets in profitable territories.
Though entities in Congo Brazzaville and Senegal have continued to be loss-making for tax
purposes, minimum income taxes or/and asset based taxes were levied, as stipulated by law
in these jurisdictions. DRC, Ghana, Madagascar, Tanzania and two entities in South Africa are
profitable for tax purposes and subject to corporate income tax thereon.
Detailed financial review continued
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Helios Towers plc Annual Report
and Financial Statements 2023
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of
31 December 2023 for each year from 2024 to 2028, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2023 held
constant. Our contracted revenue calculation foreach year presented assumes:
– no escalation in fee rates;
– no increases in sites or tenancies other than our committed tenancies;
– our customers do not utilise any cancellation allowances set forth in their MLAs;
– our customers do not terminate MLAs prior their current term; and
– no automatic renewal.
Year ended 31 December
(US$m) 2024 2025 2026 2027 2028
Middle East & North Africa 52.5 49.6 49.6 49.6 49.6
East & West Africa 278.3 287.4 247. 2 231.8 227.8
Central & Southern Africa 362.1 334.7 300.8 271.5 256.6
Total 692.9 671.7 597.6 552.9 534.0
The following table provides our total undiscounted contracted revenue by key customers
asof 31 December 2023 over thelife of the contracts with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2023 held
constant. As at 31 December 2023, total contracted revenue was US$5.4 billion (2022:
US$4.7 million), of which 99% is from multinational MNOs, with an average remaining life of
7.8 years (2022: 7.6 years).
(US$m)
Total
committed
revenues
% of total
committed
revenues
Multinational MNOs 5,363.2 99.0%
Other 54.0 1.0%
Total 5,417.2 100.0%
Management cash flow
(US$m)
Year ended 31 December
2023 2022
Adjusted EBITDA 369.9 282.8
Less:
Maintenance and corporate capital additions
(35.5) (20.3)
Payments of lease liabilities
1
(45.3) (40.8)
Corporate taxes paid (20.9) (20.3)
Portfolio free cash flow
2
268.2 201.4
Cash conversion %
3
73% 71%
Net payment of interest
4
(127.9) (97.7)
Net change in working capital
5
(47.1) (86.5)
Levered portfolio free cash flow
6
93.2 17.2
Discretionary capital additions
7
(167.5) (745.0)
Cash paid for exceptional and one-off items, and proceeds on disposal assets
8
(6.8) 7.2
Free cash flow (81.1) (720.6)
Transactions with non-controlling interests – (11.8)
Net cash flow from financing activities
9
75.7 327.4
Net cash flow (5.4) (405.0)
Opening cash balance 119.6 528.9
Foreign exchange movement (7.6) (4.3)
Closing cash balance 106.6 119.6
1 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
2 Refer to reconciliation of cash generated from operating activities to portfolio free cash flow in the Alternative
Performance Measures section.
3 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.
4 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Interest received’
inthe Consolidated Statement of Cash Flow, excluding interest payments on lease liabilities.
5 Working capital means the current assets less the current liabilities for the Group. Net change in working capital
corresponds to movements in working capital, excluding cash paid for exceptional and one-off items and including
movements in working capital related to capital expenditure.
6 Levered portfolio free cash flows have been represented based on the updated structure of the management cash
flow. It is defined as portfolio free cash flow less net payment of interest and net change in working capital.
7 Discretionary capital additions includes acquisition, growth and upgrade capital additions.
8 Cash paid for exceptional and one-off items and proceeds on disposal of assets includes project costs, deal costs,
deposits in relation to acquisitions, proceeds on disposal of assets and non-recurring taxes.
9 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs,
loan drawdowns, loan issue costs, repayment of loan and capital contributions in the Consolidated Statement of Cash
Flows.
Cash conversion has increased slightly from 71% for the year ended 31 December 2022 to
73% for the year ended 31 December 2023. This is driven by Adjusted EBITDA growing faster
than corporate taxes paid and payment of lease liabilities.
Net change in working capital decreased by US$39.4 million year-on-year due to timing of
cash payments to suppliers and improved collections from customers.
The Group’s Consolidated Statement of Cash Flows is set out on page 135.
Detailed financial review continued
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Helios Towers plc Annual Report
and Financial Statements 2023
Cash flows from operations, investing and financing activities
Cash generated from operations increased by 64.9% to US$318.5 million (2022: US$193.2
million) driven by higher Adjusted EBITDA, lower deal costs and movements in working
capital. Net cash used in investing activities was US$195.8 million for the year ended
31 December 2023, down from US$381.5 million in the prior year. The decrease was primarily
due to lower organic and inorganic site growth in 2023. Net cash generated from financing
activities during the year was US$43.2 million, which primarily related to loan drawdowns net
of loan repayments.
Cash and cash equivalents
Cash and cash equivalents decreased by US$13.0 million year-on-year to US$106.6 million at
31 December 2023 (2022: US$119.6 million) as described above.
Capital expenditure
The following table shows our capital expenditure additions by category during the year
ended 31 December:
2023 2022
US$m
% of total
capex US$m
% of total
capex
Acquisition 20.2 10.0% 557.4 72.9%
Growth 112.5 55.4% 171.2 22.4%
Upgrade 34.8 17.1% 16.3 2.1%
Maintenance 31.3 15.4% 17.9 2.3%
Corporate 4.2 2.1% 2.5 0.3%
Total 203.0 100.0% 765.3 100.0%
Acquisition capex in the year ended 31 December 2023 relates primarily to deferred
consideration in Senegal.
Trade and other receivables
Trade and other receivables increased from US$228.1 million at 31 December 2022 to
US$297.2 million at 31 December 2023, primarily due to increases from new markets entered,
organic growth, customer billing profile and contract assets. Debtor days decreased from 57
days in 2022 to 47 days in 2023 (see Note 15).
Trade and other payables
Trade and other payables increased from US$239.4 million at 31 December 2022 to US$301.7
million at 31 December 2023. The increase is primarily driven by an increase in deferred
income, as a result of the timing of customer billings, and an increase in accruals due to the
timing of capital expenditure and other purchases around year-end.
Loans and borrowings
As of 31 December 2023 and 31 December 2022, the Group’s outstanding loans and
borrowings, excluding lease liabilities, were US$1,650.3 million (net of issue costs) and
US$1,571.6 million respectively, and net leverage was 4.4x and 5.1x respectively. The year-on-
year change in indebtedness largely reflects a US$325 million partial tender of the Group’s
Senior Notes due 2025 and US$65 million repayment of the Group’s previous term loan using
proceeds from new banking facilities completed during the year. Further details of loans and
borrowings are provided in Note 20 of the Group Financial Statements.
Detailed financial review continued
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Helios Towers plc Annual Report
and Financial Statements 2023
w
GOVERNANCE
REPORT
73 Chair’s introduction to the
Governance Report
74 Compliance with 2018 UK
Corporate Governance Code
75 Board of Directors
77 Group Executive Committee
78 Governance framework
79 Board leadership and
Company purpose
82 Section 172(1) Statement
87 Division of responsibilities
89 Nomination Committee Report
92 Board diversity at a glance
94 Sustainability Committee
Report
95 Technology Committee Report
96 Audit Committee Report
102 Directors’ Remuneration
Report
120 Other Statutory Information
123 Statement of Directors’
responsibilities
72
Helios Towers plc Annual Report
and Financial Statements 2023
w
Chair’s introduction to the Governance Report
D
ear Shareholder I am pleased to
present Helios Towers’ Governance
Report for the year ended
31December 2023.
Our Governance Report sets out our
governance framework, the operation of the
Board and its committees, the Board’s
activities and Section 172(1) Statement, and
the Board’s engagement with stakeholders.
Each element of our governance structure
enables the Board to collaborate effectively
with the Executive Leadership Team (ELT)
and other colleagues across the Group,
ensuring the successful and continued
implementation of our Sustainable Business
Strategy.
The Board and the ELT work closely
together to promote the long-term
sustainable success of the Company, setting
the tone from the top and ensuring that the
Company’s culture, purpose, values and high
standards of business conduct are
embedded across the Group. The Board
adopts a collaborative and supportive role
with the ELT, whilst also providing
appropriate challenge on key strategic
decisions.
Sustainable Business Strategy
The Company has now completed two
years of its five-year Sustainable Business
Strategy and a two-year strategy check-in
discussion was held at the Board meeting
in December 2023. The Board remains
committed and fully focused on achieving
the five-year strategy set out in 2021, while
recognising that the strategy will evolve
as priorities change from both an external
and internal perspective. The Board has
overall responsibility for sustainability
matters, with implementation discussed
by the newly formed Sustainability
Committee. Discussions on sustainability
include the impact the Company has on
the environment, looking at factors such as
the work that is continuing in the operating
companies to reduce the Company’s carbon
footprint by minimising diesel consumption
and investing in renewable power.
Board composition
In May 2023, we announced a change
in Board roles, with the appointment of
Magnus Mandersson as Deputy Chair and
Alison Baker as Senior Independent Director.
The Company now complies with the
FCA Listing Rules requirements and FTSE
Women Leaders Review recommendations
to have a female director in one of the senior
Board positions. We have provided more
detail on Board diversity in the Nomination
Committee Report on pages 89–91.
As announced to the market on 26 January
2024, Magnus Mandersson will not seek
re-election as a Director of the Company
and will formally step down at the close of
the Annual General Meeting on 25 April
2024. I would like to take this opportunity to
express the Board’s gratitude to Magnus for
his contribution to the successful growth of
the Company since the Initial Public Offering
(IPO) in 2019.
Each element of our governance
structure enables the Board to
collaborate effectively with the
Executive Leadership Team and
colleagues across the Group,
ensuring the successful and
continued implementation of the
Sustainable Business Strategy.
Sir Samuel Jonah KBE, OSG
Chair
Number of Board members
10
2022: 10
Women on the Board %
40
2022: 40
Directors from ethnically diverse
backgrounds %
40
2022: 40
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Chair’s introduction to the Governance Report continued
Board Committees
The Board is committed to the continuous
improvement of the Company’s
governance processes and procedures
and as such, established the Sustainability
and Technology Committees in 2023
and 2022 respectively. The Company
now has five Committees of the Board:
Audit, Nomination, Remuneration,
Sustainability and Technology (as well as
the Disclosure Committee). The governance
framework stating the purpose of each
Committee can be found on page 78.
We formed the Sustainability Committee
with Carole Wainaina as Chair, in July
2023, to ensure a more focused approach
to sustainability, which had previously
been given ‘whole Board’ oversight,
and to drive the Company’s Sustainable
Business Strategy across the Group. The
Sustainability Committee will also monitor
the Group’s engagement with stakeholders
and provide oversight of best practice
and regulatory developments in corporate
sustainability. Carole reports on the activities
of the Sustainability Committee to the Board
following each of its meetings. Further
insight into the role of the Sustainability
Committee can be found on page 94.
The Technology Committee, which is
discussed in more detail on page 95, was
formed in October 2022, holding one
meeting before the end of 2022, and
has now completed its first full year of
meetings. This committee was set up to
provide further focus on technological
developments in mobile and power
systems which may impact the Company.
Magnus Mandersson chairs the Technology
Committee and reports to the Board on
its activities following each meeting.
Board visits
As part of the Board’s commitment to
supporting the operating companies
and stakeholder engagement activities,
Board members visited various operating
companies during 2023, including Oman,
South Africa and DRC. Engagement
meetings with stakeholders were also
held in Stockholm, London and Dubai
to discuss technology developments
of relevance to the Company. All Board
members are encouraged to travel to
our markets and liaise with colleagues in
our operating companies and in order to
support this, the Board will be holding a
Board meeting in Tanzania during 2024.
Annual Board evaluation
2023 saw the first of a new three-year
cycle of Board evaluations, with the
completion of an internal evaluation of the
Board and its Committees. I am pleased to
confirm that the Board and its Committees
remain effective in their performance and
carrying out their duties. We discuss the
internal evaluation process, outcomes and
actions in more detail on pages 90–91.
I look forward to continuing to work with the
Board, supporting management and
colleagues in 2024, and to meeting
shareholders at our 2024 Annual General
Meeting (AGM) in April.
Sir Samuel Jonah KBE, OSG
Chair
GOVERNANCE HIGHLIGHTS
Pages
Section 172(1) Statement 82–83
Stakeholder engagement 84–85
Engagement case studies 86
Diversity, equity and inclusion 89–90
Board evaluation 90–91
COMPLIANCE WITH 2018 UK
CORPORATE GOVERNANCE CODE
The Board supports, and is committed
to, the Company’s compliance with the
UK Corporate Governance Code 2018
(the Code), which is available to view on
the website of the Financial Reporting
Council (FRC) at www.frc.org.uk. As of
31 December 2023, 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’, Audit and Remuneration
Reports, describe how the Company
has addressed these requirements.
The current composition of the Board
reflects the rights of the Company’s largest
shareholder, Quantum Strategic Partners
Ltd, to appoint a Director to the Board
under the Shareholders’ Agreement. Lath
Holdings Ltd’s right to appoint a Director
fell away in 2021 when its shareholding fell
below 10%. However, Temitope Lawani
(Lath’s Non-Executive Director) was invited
to stay on the Board. Further information
on the independence of Board members
and details of the Shareholders’ Agreement
can be found on page 88.
The following table shows where
shareholders can find information in this
report about the Company’s application of,
and compliance with, the principles and
provisions of the Code.
Pages
Board leadership and Company purpose
A. Role of the Board 78
B. Purpose, values and culture 79
C. Resources and controls 51–56
D. Stakeholder engagement 84–85
E. Workforce policies and practices 30–33
Division of responsibilities
F. Role of the Chair 87
G. Role Responsibilities 87
H. Time commitment and conflicts
of interest 88
I. Company Secretary 87
Composition, succession and evaluation
J. Board appointments, succession
planning and diversity 89–90
K. Board skills, experience,
knowledge and tenure 92–93
L. Annual Board evaluation 90–91
Audit, risk and internal control
M. External and internal audit 100–101
N. Fair, balanced and
understandable 99
O. Risk management and internal
control framework 99–100
Remuneration
P. Linking remuneration to purpose,
values and strategy 107–108
Q. Remuneration policy summary
1
106
R. Remuneration outcomes for the
financial year ended 31 December
2023 107–119
1 Full details of the Remuneration Policy, approved at
the 2023 AGM, can be found on pages 113-122 of the
2022 Annual Report and Financial Statements.
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Helios Towers plc Annual Report
and Financial Statements 2023
Board of Directors as at 31 December 2023
OUR BOARD
The Board has the relevant
depth and variety of expertise
and experience to support the
business.
Sir Samuel has extensive
listed company experience,
having served on the
boards of various public and
private companies including
Vodafone Group plc, Lonrho
plc, the Global Advisory
Council of the Bank of
America Corporation and
Standard Bank Group.
He previously worked for
Ashanti Goldfields and
later became Executive
President of AngloGold
Ashanti Limited.
He has a master’s in
Management from Imperial
College London and is a
member of the American
Academy of Engineering.
Other current
appointments
Chair of Roscan Gold
Corporation Inc., listed in
Canada on the TSX Venture
Exchange.
Tom was appointed Group
CEO in April 2022, having
held numerous positions
since joining, including two
prior executive positions
(COO and CFO). He has
overseen many of the
Company’s key milestones,
including all 15 major M&A
transactions, the inaugural
bond and IPO on the
London Stock Exchange,
as well as delivering record
operational performance
for customers.
Tom is a qualified Chartered
Accountant of the Institute
of Chartered Accountants of
England and Wales.
Other current
appointments
None
Manjit was appointed Group
CFO in January 2021, having
held the positions of interim
CFO and Head of Investor
Relations and Corporate
Finance. He is the Head of
the London Office, with
Finance, Sustainability and
IT also reporting into him.
He has overseen capital
raisings of over US$4.0
billion, and the acquisitions
of multiple tower portfolios.
He also played a key role in
the IPO on the London
Stock Exchange.
Manjit is a qualified
Chartered Accountant of
the Institute of Chartered
Accountants of England and
Wales.
Other current
appointments
None
Magnus has more than 25
years of experience in the
Telecommunications and
Media sectors. He worked
at Telefonaktiebolaget
LM Ericsson for 14 years,
where he held various
positions including
Executive Vice President.
Magnus has a Bachelor of
Science in Business
Administration from Lund
University in Sweden.
Other current
appointments
Chair of Tampnet AS and
Karnov Group AB, a
Sweden-listed company on
NASDAQ.
Board member of Albert
Immo Holding S.à.r.l., PMM
Advisors S.A. and a member
of the Advisory Council at
Interogo Foundation.
SIR SAMUEL JONAH KBE,
OSG
CHAIR
Appointed to the Board
12 September 2019
Committees
N
R
TOM GREENWOOD
GROUP CHIEF EXECUTIVE
OFFICER
Appointed to the Board
12 September 2019
Committees
S
T
MANJIT DHILLON
GROUP CHIEF FINANCIAL
OFFICER
Appointed to the Board
1 January 2021
Committees
S
T
MAGNUS MANDERSSON
DEPUTY CHAIR
Appointed to the Board
12 September 2019
Committees
A
N
T
Key to Committees
Audit Committee
A
Nomination Committee
N
Remuneration Committee
R
Committee Chair
Sustainability Committee
S
Technology Committee
T
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Board of Directors as at 31 December 2023 continued
Alison has more than 25
years of experience in
auditing, capital markets and
assurance services and was
previously a partner at PwC
LLP and EY LLP.
She is a qualified Chartered
Accountant of the Institute
of Chartered Accountants
ofEngland and Wales, and
gained a Bachelor of Science
in Mathematical Sciences
from Bath University.
Other current appointments
SID of Rockhopper
Exploration Plc, listed on the
London Stock Exchange.
SID of Endeavour Mining
Corp, listed on the Toronto
and London Stock
Exchanges.
NED Capstone Copper Corp,
listed on the Toronto Stock
Exchange.
Richard was previously a
Director of Helios Towers,
Ltd., since December 2010
and co-founded TowerCo in
2004, serving as President
and Chief Executive Officer.
Before TowerCo, he was
President of the tower
division of SpectraSite
Communications, Inc., and
served as National Director
of Business Development at
Nextel Communications Inc.
He was also a Director of the
Wireless Infrastructure
Trade Association in the US.
Other current
appointments
None
Helis is a Managing Director
at Paine Schwartz Partners
(PSP), a private equity firm.
Prior to joining PSP in 2024,
she was a Managing
Director of Newlight
Partners LP, an independent
investment manager.
She has over 15 years of
experience in the private
equity and investment
banking industries, having
previously worked at the
Charterhouse Group, the
Carlyle Group and JP
Morgan.
Helis holds a BA in
Economics and a Citation in
German Language from
Harvard University.
Other current
appointments
Board member of ASSIST.
Temitope was previously a
Director of Helios Towers,
Ltd., serving since February
2010. He is co-founder and
Managing Partner of Helios
Investment Partners, is
co-Chief Executive and
Director of Helios Fairfax
Partners Corporation and
has over 25 years of principal
investment experience.
He holds a BSc in Chemical
Engineering, a Juris
Doctorate (cum laude) and
an MBA from Harvard
Business School.
Other current appointments
NED of Pershing Square
Holdings Ltd, listed on the
London and Amsterdam
Stock Exchanges.
Co-Chief Executive/Director
of Helios Fairfax Partners
Corporation, listed on the
Toronto Stock Exchange.
Sally has over 30 years’
experience in the field of
Human Resources (HR). She
is currently Group HR
Director at Informa plc, and
has worked in a variety of
senior HR roles in the
Telecoms industry at BT, O2
and Telefonica. Prior to
Informa plc, she was Chief
HR Officer for Royal Mail.
She holds a BSc in
Management Science from
the University of Manchester
and a Master’s in Industrial
Relations from the
University of Warwick.
Other current
appointments
None
Carole is currently Senior
Advisor to the CEO at the
Africa50 Infrastructure
Fund. She was previously
Assistant Secretary General
at the United Nations in the
Department of Management,
Executive Vice President
and Chief HR Officer at
Koninklijke Philips N.V., and
also spent 13 years with
The Coca Cola Company.
She holds a Bachelor of
Business degree from the
University of Southern
Queensland in Australia.
Other current appointments
NED for Equatorial Coca-
Cola Bottling Company.
NED of ofi.
Non-Executive Board
member of Nairobi
International Finance Centre.
ALISON BAKER
SENIOR INDEPENDENT
NON-EXECUTIVE
DIRECTOR
Appointed to the Board
12 September 2019
Committees
A
R
RICHARD BYRNE
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Appointed to the Board
12 September 2019
Committees
A
R
T
HELIS ZULIJANI-BOYE
NON-EXECUTIVE
DIRECTOR
Appointed to the Board
9 March 2022
Committees
T
TEMITOPE LAWANI
NON-EXECUTIVE
DIRECTOR
Appointed to the Board
12 September 2019
Committees
N
SALLY ASHFORD
INDEPENDENT NON-
EXECUTIVE DIRECTOR
FOR WORKFORCE
ENGAGEMENT
Appointed to the Board
15 June 2020
Committees
N
R
S
CAROLE WAMUYU
WAINAINA
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Appointed to the Board
13 August 2020
Committees
A
N
S
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Biographies of the ELT, including
the Executive Committee (ExCo),
Regional Directors, Country
Managing Directors and
functional specialists, can be
found at heliostowers.com/
who-we-are/leadership/
executive-leadership-team/
Group Executive Committee as at 1 January 2024
OUR GROUP EXECUTIVE COMMITTEE
TOM GREENWOOD
GROUP CHIEF EXECUTIVE
OFFICER
MANJIT DHILLON
GROUP CHIEF FINANCIAL
OFFICER
PHILIPPE LORIDON
REGIONAL CEO – MIDDLE EAST,
EAST & WEST AFRICA
SAINESH VALLABH
CHIEF COMMERCIAL OFFICER
AND REGIONAL CEO –
SOUTHERN AFRICA
FRITZ DZEKLO
REGIONAL CEO – CENTRAL
AFRICA
ALLAN FAIRBAIRN
GROUP DIRECTOR, BUSINESS
EXCELLENCE AND DELIVERY
LARA COADY
GROUP DIRECTOR, OPERATIONS
AND ENGINEERING
DOREEN AKONOR
GROUP DIRECTOR, PEOPLE,
ORGANISATION AND
DEVELOPMENT
PAUL BARRETT
GENERAL COUNSEL AND
COMPANY SECRETARY
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Governance framework
T
he Company has established a
governance framework that facilitates
effective decision-making and
oversight by the Board and its Committees.
The framework is commensurate with the
highest standards of corporate governance
and integral to the successful delivery of
the Company’s strategy.
The Board has a Schedule of Matters
Reserved for the Board, which was
reviewed and approved by the Board
in December 2023, and has delegated
responsibility for certain matters to
the Committees of the Board. Each
Committee has terms of reference setting
out roles and responsibilities, which
were reviewed and approved by each
Committee and the Board during 2023.
Schedule of Matters Reserved for the Board
and Committee terms of reference can be
found at heliostowers.com/investors/
corporate-governance/documents/
Roles and responsibilities of Board members
can be found on page 87
BOARD COMMITTEES
BOARD
The Board is responsible for the long-term sustainable success of the Company, ensuring leadership through effective
oversight and setting the strategic direction for the Group. It sets the Group’s purpose, values and culture, promotes
the highest standards of corporate governance and oversees the implementation of appropriate risk management
systems and internal controls 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
Nomination Committee
also ensures a balance of
skills, knowledge and
experience of both the
Board and senior
executives and assists
the Board on matters
such as diversity and
inclusion, succession
planning, conflicts of
interest and
independence.
Remuneration
Committee
Responsible for
establishing the
Company’s remuneration
policy and making
recommendations to the
Board on the
remuneration of the
Chair, Executive and
Non-Executive Directors
and senior management.
Sustainability
Committee
Responsible for
overseeing the
implementation of the
sustainable business
strategy, monitoring
theGroup’s engagement
with stakeholders and
providing oversight of
best practice and
regulatory developments
in corporate
sustainability.
Technology Committee
Responsible for
monitoring and
evaluating current and
future trends in
technology, the impact
of technology
developments on the
Company, and the
identification and
management of key
technology risks.
Disclosure Committee
Responsible for the identification and disclosure of inside
information.
Executive Committee
Responsible for the day-to-day operations and management of the
Group and the implementation of the Group’s strategy.
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Board leadership and Company purpose
The Company’s purpose, values and culture
The Board’s role is to promote the long-term success of the Company in line with its Sustainable Business Strategy and in accordance with regulatory and corporate governance
requirements. It sets the Company’s culture, purpose and values, which are embedded across the Group and discussed by the Board on a regular basis. The Board also sets the tone from the
top and promotes the ‘One Team, One Business’ ethos, which is championed by the ExCo and the wider Group. The Board encourages and supports management in holding strategy
workshops across the Group to encourage colleagues to contribute to the Company’s strategic targets. In addition, the culture of continuous improvement and development enables
colleagues to advance their careers across the Group.
The Executive Directors, supported by the Board, oversee the Group’s operations, ensuring that risk management and internal controls are in place for the Group to meet its objectives. The
day-to-day operations of the Company are delegated to an experienced and dedicated ExCo, which promotes the Group’s strategy and its implementation. The ExCo, including the Executive
Directors, meet regularly to discuss the ongoing management of the Group, and any significant matters are escalated to the Board in a timely manner.
Board activities
The following provides a summary of the principal matters considered and standing items addressed by the Board during the year. The Company’s Section 172(1) Statement follows on pages
82–83.
Subject matters Discussion topics Outcomes
STRATEGY, BUSINESS
DEVELOPMENT AND
OPERATIONAL PERFORMANCE
Discussed matters in depth such as:
– the Sustainable Business Strategy;
– TCFD reporting;
– Share price performance;
– Business Excellence;
– Operating company operations and
performance;
– Sales and marketing;
– Investor Relations; and
– Business development.
Held an in-depth session discussing the first two
years of the five-year Sustainable Business
Strategy.
The Company has continued to adopt the Lean Six Sigma approach to drive efficiency.
Engaging colleagues through workshops, town halls, strategy days and development
opportunities.
Improvements in project delivery have supported the achievement of organic tenancy
additions during 2023, exceeding the number of additions in 2022.
Following discussions on the first two years of the Sustainable Business Strategy,
projects have been developed to drive business performance in 2024.
READ MORE ON PAGES 02–49
Key to stakeholders
Customers
Our people and
partners
Communities,
economies and
the environment
Investors
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 thecommunity
and the environment
The desirability of the Company maintaining areputation for
high standards of business conduct
The need to act fairly between members of theCompany
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Board leadership and Company purpose continued
Subject matters Discussion topics Outcomes
FINANCING
Reviewed and approved:
– Group performance on a quarterly, half-yearly
and full-year basis;
– FY23 budget;
– Tax and Treasury activity; and
– Investor Relations engagement activities.
Discussed in-depth:
– TCFD disclosures; and
– Refinancing Project.
Continued progress against compliance with TCFD disclosures demonstrates the
Company’s readiness for potential climate issues, setting the Company up for long-term
viability and success.
The Refinancing Project extended the Company’s debt maturity profile.
READ MORE ON PAGES 02–63
SAFETY, HEALTH, ENVIRONMENT
AND QUALITY (SHEQ)
Discussed health & safety matters in depth.
Received updates on:
– SHEQ activities and training; and
– OpCo specific incidents.
The Company regularly shares best practice on health & safety and quality with
partners.
The Company continues to deliver world-class safety and quality standards, which has
enabled the delivery of record tenancy roll out.
READ MORE ON PAGES 34–38
PEOPLE DEVELOPMENT,
ENGAGEMENT AND SUCCESSION
PLANNING
Discussed in depth:
– voice of the employee workshops;
– succession planning across the ELT; and
– 2023 Internal Board Evaluation.
Received updates on:
– developing talent;
– Cranfield University leadership training;
– diversity initiatives;
– CEO Commendation Award;
– women’s mentoring circle and leadership
development programme;
– employee engagement; and
– supporting employee wellness.
The Non-Executive Director for workforce engagement (Sally Ashford) met with
thelocal team in Oman and made recommendations to enhance best practice and
collaborative working.
Leadership training is developing a pipeline of leaders across the Group and enhancing
overall Company performance.
The whole Board has been involved in Company-wide engagement on the Company’s
commitment to DEI.
The women’s mentoring circle was launched in 2023, with Alison Baker, Sally Ashford,
Carole Wainaina and Doreen Akonor, the Group Director, People, Organisation and
Development, acting as mentors and hosting discussions with colleagues on career and
personal development.
READ MORE ON PAGES 30–33
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Helios Towers plc Annual Report
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The below reports form part of the standing items at each Board meeting:
– CEO Report (covering SHEQ, strategy, people, operational performance, sales, business development and property);
– CFO Report (covering the Sustainable Business Strategy, finance and investor relations);
– Legal and Company Secretarial reports from the General Counsel & Company Secretary (covering litigation approvals, AGM planning and
arrangements, Modern Slavery statement, regulatory updates, Group insurance approvals and Board training); and
– Reports and updates from the Chairs of the Audit, Nomination, Remuneration, Sustainability and Technology Committees.
Subject matters Discussion topics Outcomes
PROPERTY
Received updates on lease renewals, new sites
and permits, and estate management from
across the Group.
Both established and new markets contributed to the record organic tenancy additions
during 2023.
READ MORE ON PAGES 39–46
DIRECTOR TRAINING
Corporate governance and reporting reforms;
Anti-bribery and corruption; and
Geo-political awareness.
All Directors remain aware of their duties as directors of the Company and best
practice corporate governance frameworks.
Directors were also kept informed of potential UK corporate governance reforms.
READ MORE ON PAGE 91
Board leadership and Company purpose continued
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Board leadership and Company purpose continued
Section 172(1) Statement
The Board has a duty to promote the
success of the Company for the benefit
of its members as a whole under Section
172(1) of the Companies Act 2006 (the
Act). In doing so, the Board must have
regard to a number of key issues (among
other matters) including the interests of
the Company’s employees, its business
relationships with customers, partners,
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 table below and the following
stakeholder engagement tables comprise
the Company’s Section 172(1) Statement,
setting out how the Board has had regard
to the matters set out in (a) to (f) of s172(1)
in its decision-making. The Directors are
mindful of their duties, consider each
s172(1) factor, and are aware of the impact
of their decision-making, and as such, seek
to understand the views and priorities
of each stakeholder group. The Board is
supported in its decision-making through
information provided both formally and
informally by the Executive Directors
and the ExCo, in Board papers and
through updates regarding stakeholder
engagement activities and training. The
Chair ensures there is appropriate time in
Board meetings to consider all the matters
and request clarification or assurance
from the Executive Directors and / or the
ExCo. The Company Secretary is also
present at each Board meeting and ensures
sufficient consideration is given to s172(1)
factors and the views of stakeholders.
The Company’s engagement with
stakeholders and the ways in which they
influence the operation of the business
model and delivery of the Company’s
strategy are explained on page 06.
Considered by the Board Outcome
SUSTAINABLE BUSINESS
STRATEGY
– The Board undertook a two-year review of the five-year
Sustainable Business Strategy, to understand what had gone
well to date and to identify areas for improvement in 2024.
– The Board considered the Company’s compliance with TCFD
requirements, with a view to enhancing internal procedures to
manage climate risk.
– The Board was presented with an update on the use of the
Geographic Information System (GIS) platform for building
climate change projections into business planning.
– The Board identified a number of initiatives to improve customer
service, drive cost efficiency and enhance cashflow returns.
– The Board identified a number of areas for implementation during
2024 to enhance TCFD compliance, including specific quantitative
modelling, building climate mitigation into business continuity plans
and quantifying the impact of climate risk on revenues, assets and
business activities.
– Greater understanding of the risk of flooding and extreme
temperatures in different climate change scenarios.
READ MORE ON PAGES 02–63
SHEQ
– SHEQ forms part of the first item on the agenda for each
Board meeting, as part of a continuous and company-wide
focus.
– The Board considered SHEQ performance against its KPIs in
respect of training, protecting people, customers and
communities and the culture of safety.
– The Board reviewed how the key SHEQ priorities support the
overall Sustainable Business Strategy.
– The Board considered the progress achieved by the
introduction of operational controls, including in-vehicle
monitoring systems, dashboard cameras, fitness for work
testing and community safety signage, which all help to
ensure continuous improvement in safety performance.
– Continuous improvement by ensuring that safety is explicitly included
in operational and organisational planning.
– Senior leadership visibility whereby ExCo members attend at least
one site safety visit on each OpCo visit.
– Sharing of best practice with key partners by defining minimum
training needs for all safety critical activities and extending the
Company’s e-learning platform to partner organisations where
required.
READ MORE ON PAGES 34–38
SITE SECURITY
– The Board considered the provision of security services across
sites and ways to reduce theft levels and ensure the safety of
onsite guards.
– The Board reviewed the key strategic objectives for site
security and the 2023 roadmap.
– Introduction of enhanced on-site security as a means of preventing
theft and reducing the need for on site guards.
– Opportunity to optimise security costs without compromising on
quality, whilst also ensuring the safety of on site guards and
continuing to evaluate technology related security developments.
READ MORE ON PAGES 34–38
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Board leadership and Company purpose continued
Considered by the Board Outcome
PEOPLE, CULTURE AND
DIVERSITY, EQUITY AND
INCLUSION
– The Board considered the Company’s succession planning
programme in detail.
– The Non-Executive Director for Workforce Engagement,
SallyAshford, visited Oman in October 2023, undertaking a
number of meetings with the local team to understand their
views, concerns and challenges.
– The Board considered the results of the Company’s Pulse
Engagement Survey conducted in September 2023, noting
the 100% participation in the survey.
– The Board considered and approved the Company’s updated
DEI Policy.
– The Board was involved in a number of people initiatives
throughout 2023, including National Inclusion Week,
International Men’s Day, International Women’s Day and the
introduction of the HT Women’s Mentoring Circle.
– The Board has initiated a mentor programme under which
individual Board members mentor members of the ExCo.
– Continued focus by the Board on succession planning, with an
emphasis on the Company’s leadership development programme and
targets to increase women in the workforce.
– The outcomes and key challenges from focus discussion groups were
reported to the Board.
– Continued Board support for building a more inclusive culture both
within the Company and with stakeholders, as well as raising
awareness and understanding of DEI and gender equality across the
Company’s markets, as part of the Board’s overriding aim to drive a
culture where differences are valued and everybody is able to thrive.
– Continued focus by the Board on supporting and engaging with
employees to build on the diverse and inclusive culture across the
Group.
– Continued focus on the engagement and development of ExCo
members, enhancing leadership skills.
READ MORE ON PAGES 30–33
OPERATIONAL PERFORMANCE
AND BUSINESS EXCELLENCE
– The Board discussed operational activity, including power
uptime, Remote Monitoring System (RMS) roll out, security
digitalisation and carbon performance.
– The Board considered project delivery, supply chain initiatives,
supply chain strategy review and the roll out of tower
structure upgrades.
– The Board was provided with an update on Business
Excellence training across the Group, including the Lean Six
Sigma training targets for 2023.
– RMS rollout continues to be effective across the operating companies,
bringing long lasting benefits, including fuel and carbon reduction
and greater visibility of power consumption.
– Continued focus by the Board on operations and engineering
activities across the business as a means of driving customer and
business excellence and digital inclusion, supporting sustainable value
creation through carbon reduction and generating cost savings.
– Reduced tower costs, ongoing improvements in the delivery
performance of the Group.
– 70% of colleagues to be Lean Six Sigma trained by 2026 and
enhanced understanding of business process amongst colleagues.
– The delivery of projects inextricably linked to talent development.
READ MORE ON PAGES 10, 25–29
BUSINESS DEVELOPMENT
– The Board was updated on the Company’s customer strategy,
engagement plans and key activities.
– The Board considered how industry trends would support
future growth.
– The Board was able to contribute to the Company’s customer
engagement plans, influencing how they drive organic sales
throughaclear understanding of customer strategies, market
specificconcerns and operating challenges.
– A clear understanding of the impact of technological developments
on the Company’s business, and how such developments could
contribute to revenue growth, opex reduction, diversification and
sustainability.
READ MORE ON PAGES 02-63
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Board leadership and Company purpose continued
Stakeholder engagement
Stakeholder consideration and engagement forms an essential part of the Board’s discussions and decision-making, with the Board challenging stakeholder engagement with the Executive
Directors, ExCo and OpCo senior management. For the most part, the Executive Directors and members of the ExCo carry out engagement activities with the Company’s stakeholders,
frequently reporting to the Board on outcomes and raising any potential concerns with Board members. The Board reviews engagement methods on an ongoing basis to ensure their
continued effectiveness.
The table below highlights the ways in which the Board engages with stakeholders and the reporting that is received by the Board at each meeting. Further information on how the Company
engages with its stakeholders can be found on page 06.
Stakeholders How the board seeks to engage Reporting to the board
WORKFORCE
– The Executive Directors regularly run town hall meetings,
engaging with the wider workforce, providing updates and
answering questions on the Company’s Sustainable Business
Strategy, financial performance and Group diversity initiatives.
– Board members carry out operating company visits each year to
meet senior management and the wider workforce.
– Sally Ashford, Non-Executive Director for Workforce
Engagement, and Doreen Akonor, the Group Director, People,
Organisation and Development, regularly hold ‘Voice of the
Employee’ sessions with colleagues across the Group.
– Presentation of the results of the Pulse Survey carried out in 2023.
– Reports on the discussions, outputs and actions from the ‘Voice of
the Employee’ sessions.
– Updates on employee matters from the Group Director, People,
Organisation and Development.
CUSTOMERS
– Engagement with customers is carried out through the ExCo
and teams in the OpCos.
– Reports from management to the Board on activities carried out with
the Group’s customers.
– Voice of the Customer activities and outcomes are reported to the
Board by management.
PARTNERS
– Engagement with partners is carried out through the ExCo and
teams in the operating companies.
– Reports from management to the Board on activities carried out with
the Group’s partners.
– Information relating to partner conferences, training and collaboration
is reported to the Board by management.
COMMUNITY
– Engagement with communities is carried out through the ExCo
and teams in the operating companies.
– Information from management relating to work that is carried out by
our operating companies on the ground to support local
communities.
– Details of the Strategic Community Investment programme are
reported to the Board on a regular basis.
Key to stakeholders
Customers
Our people and
partners
Communities,
economies and
the environment
Investors
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Board leadership and Company purpose continued
Stakeholders How the board seeks to engage Reporting to the board
CLIMATE/ENVIRONMENT
– Engagement is carried out by the Sustainability team in
conjunction with the OpCos.
– The Chair of the Sustainability Committee, Carole Wainaina, reports
to the Board on the committee’s activities and discussions in relation
to the implementation and progress of the Sustainable Business
Strategy and any relevant regulation and legislation on sustainability
matters.
INVESTORS
– All Directors, including the Chair, SID and Committee Chairs, are
available to answer shareholders’ questions at the AGM, and on
any significant matters during the year. They are also available
year-round for meetings with investors.
– Direct engagement with the Company’s institutional investors is
carried out on a day-to-day basis by the Investor Relations team,
with Directors engaging as and when appropriate.
– The Executive Directors and the Head of Investor Relations regularly
report to the Board on the outcomes of investor engagement
activities carried out throughout the year. These include formal
roadshows, conferences, meetings, calls, quarterly results
presentations and Q&As.
– The Investor Relations Report is a standing item at all Board meetings.
INVESTOR RELATIONS ACTIVITIES DURING THE YEAR
Meetings with institutional investors:
– hosted two non-deal roadshows;
– participated in four investor conferences;
and
– held ad hoc meetings on request.
Meetings with institutional investors:
– hosted four non-deal roadshows;
– participated in two investor
conferences;
– took part in three fireside chats; and
– held ad hoc meetings on request.
– Meetings with institutional investors:
– hosted one non-deal roadshow;
– participated in five investor conferences
including one ESG-focused;
– took part in three fireside chats including
one sustainability-targeted; and
– held ad hoc meetings on request.
Meetings with institutional investors:
– participated in one investor conference;
and
– held ad hoc meetings on request.
Q1 Q2 Q3 Q4
Webcast presentations and
Q&As for full-year results
In total, met with 92 institutions
across 83 investor meetings
Webcast presentations and
Q&As for H1 results
In total, met with 132 institutions
across 73 investor meetings
In total, met with 27 institutions
across 23 investor meetings
Webcast presentations and
Q&As for Q1 results
In total, met with 99 institutions
across 60 investor meetings
Annual General Meeting
Webcast presentations andQ&As
for Q3 results
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Board leadership and Company purpose continued
Annual General Meeting
The 2023 AGM was held at 10.00 a.m. on
Thursday 27 April 2023 at Linklaters, One
Silk Street, London, EC2Y 8HQ as an open
meeting, and shareholders were encouraged
to attend and vote in person. All resolutions
were passed on a poll by the requisite
majority. The results of the 2023 AGM can
be found at heliostowers.com/investors/
shareholder-centre/general-meetings/.
The 2024 AGM will be held at 10.00 a.m.
on Thursday 25 April 2024 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 available at heliostowers.com/
investors/shareholder-centre/general-
meetings/. The Notice will set out the
resolutions to be proposed at the AGM,
together with an explanation of each one.
Tax strategy framework
The Group is committed to complying with
its statutory obligations in relation to the
payment of tax, including full disclosure of
all relevant facts to the appropriate tax
authorities. Whilst the Board has ultimate
responsibility for the Group’s tax strategy,
the day-to-day management rests with the
Group CFO and the Group Head of Tax and
Treasury, who reports directly to the Group
CFO. Further information on the Group’s tax
strategy is available on the Company’s
website at heliostowers.com/investors/
corporate-governance/policies/.
Risk management and internal control
The Board has overall responsibility
for the Group’s risk management and
internal controls, and has delegated
responsibility for these duties to the
Audit Committee. These duties include
setting the risk strategy, risk appetite and
monitoring risk exposure consistent with
the Company’s strategic priorities. The
Audit Committee regularly reviews the
Group’s risk management framework and
established Group-wide system of risk
management and internal controls, enabling
management to evaluate and manage the
Group’s emerging and principal risks and
uncertainties. Regular reporting by the Audit
Committee to the Board on all these matters
ensures the Board is able to consider the
effectiveness of the risk management and
internal control system, including material
financial, operational and compliance
(including climate) risks and controls
and the appropriate mitigating steps.
The Board confirms that throughout 2023,
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.
WORKFORCE ENGAGEMENT
Sally Ashford, Non-Executive Director
for Workforce Engagement, spent time
with the local team in Oman in October
2023, as part of her continuing annual
direct engagement with the workforce.
Sally met with the local Managing
Director (MD), the People, Organisation
and Development team, held a working
lunch with female colleagues, carried
out a focus group with all colleagues
and met with the Heads of Department.
Discussions centred around being part
of the Company’s strong culture and an
industry that is connecting communities
and investing in the infrastructure in
Oman, and the challenges faced by
colleagues in a new operating company.
Sally reported to the Board on the
positive discussions, outcomes and also
the issues highlighted by the Oman
team, such as system automation and
people development.
OPERATING COMPANY AND REGULATOR ENGAGEMENT
Sir Sam Jonah visited two of the Company’s OpCos, DRC and South Africa, with the
Group CEO, Tom Greenwood, during 2023. The Congo Brazzaville management team
also met with Sir Samuel and Tom during the DRC visit.
During his visits, Sir Sam spent time meeting the OpCo MDs and Finance Directors. He
also took part in an ELT meeting, town hall meetings and roundtable discussions with
colleagues, discussing operational priorities, the Company’s Sustainable Business
Strategy, values and culture.
Site visits were also carried out on each trip and external meetings held with customers,
Government departments, the British Ambassador (in DRC), and with Clearwater Capital,
a shareholder in the Company’s subsidiary company in South Africa.
RISK MANAGEMENT REPORT:
PAGES51–56
AUDIT COMMITTEE REPORT:
PAGES96–101
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Helios Towers plc Annual Report
and Financial Statements 2023
Division of responsibilities
T
he Board is made up of a suitable
combination of Executive and Non-
Executive Directors, as noted on
pages 75–76, with the roles of Chair and
Chief Executive exercised by separate
individuals and the role of Senior
Independent Director held by Alison Baker,
an independent Non-Executive Director.
The distinct roles and responsibilities of
all Board members are clearly defined, set
out in writing, reviewed and approved each
year by the Board.
ROLES AND RESPONSIBILITIES
CHAIR
The Chair leads the Board and is
responsible for its overall effectiveness.
He ensures the Board is forward thinking
and has an emphasis on strategy,
performance, value, culture, stakeholders
and accountability. He promotes a culture
of openness and debate, and fosters
relationships between the Non-Executive
Directors and the ExCo. The Chair ensures
the Board determines the nature and
extent of significant risks that the Company
is willing to accept. He also ensures
effective communication and engagement
by the Group with its stakeholders.
DEPUTY CHAIR
The Deputy Chair maintains a close
dialogue with the Chair and the Executive
Directors, supporting the implementation
of the Company’s Sustainable Business
Strategy. The Deputy Chair also supports
and deputises for the Chair as required, and
promotes a culture of openness and
debate, ensuring high standards of business
conduct, representing the Company to, and
liaising with, stakeholders as appropriate
and ensuring all Directors are aware of their
duties.
SENIOR INDEPENDENT DIRECTOR
The Senior Independent Director (SID) acts
as a sounding board for the Chair and
serves as an intermediary for the other
Directors. The SID leads the process for
evaluating the performance of the Chair,
meets with the Non-Executive Directors
without the Chair present and acts as an
additional contact for shareholders.
EXECUTIVE DIRECTORS
Group Chief Executive Officer (Group CEO):
The Group CEO manages the Group on a
day-to-day basis and develops and proposes
Group strategy, annual budgets, business
plans and commercial objectives to the
Board. He leads and monitors the ExCo in
the day-to-day management of the Group.
He also identifies and executes acquisitions
and disposals, examines all business
investments and major capital expenditure
proposed by the Group, and makes
recommendations to the Board.
Group Chief Financial Officer (Group CFO):
The Group CFO develops and executes the
Group strategy along with the ExCo, and
develops and leads the Finance function. He
also develops and maintains systems of
financial internal control and manages the
organic and inorganic growth of the Group.
He engages with the global investor and
analyst communities and manages the
Company’s capital resources to enable
expansion and M&A. The IT, Investor
Relations and Sustainability functions all
report into the Group CFO.
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors provide
independent views, judgement, constructive
challenge and specialist advice at Board
and Committee meetings, and to the ExCo.
They oversee the delivery, and scrutinise
the achievement of the Group’s strategy
and satisfy themselves of the integrity of
financial information, and the robustness
of internal controls and risk management
systems. The Non-Executive Director for
Workforce Engagement engages with
employees across the Group, holding
‘Voice of the Employee’ sessions and
providing feedback to the Board.
COMPANY SECRETARY
The Company Secretary provides advice
and support in relation to legal and
corporate governance matters to the
Board, its Committees, and to the Chair
and Directors individually. He ensures
the Board has access to Board and
Committee papers (via a secure online
portal) and the Company’s policies and
procedures, and receives information in
a timely manner to enable Directors to
function efficiently and effectively. He also
facilitates inductions for new Directors
and coordinates the Board evaluation
process in conjunction with the Chair and
the Nomination Committee. The Company
Secretary also ensures Directors have
access to independent professional advice
to carry out their duties at the expense of
the Company, if they believe it is necessary.
Division of Responsibilities Statement:
www.heliostowers.com/investors/
corporate-governance/documents/
Board Biographies can be found on pages
75–76
Biographies of the ExCo:
www.heliostowers.com/who-we-are/
leadership/executive-leadership-team/
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Division of responsibilities continued
Board and Committee attendance
Directors’ attendance at scheduled Board and Committee meetings during 2023 is set out
below. Non-attendance at Board or Committee meetings reflects a Director’s pre-existing
commitment 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 Refinancing Project and the 2023 Group budget.
Director
Board
(6)
Audit
Committee
(6)
Nomination
Committee
(3)
Remuneration
Committee
(6)
Sustainability
Committee
(2)
Technology
Committee
(2)
Sir Samuel Jonah 6 3 6
Tom Greenwood 6 2 2
Manjit Dhillon 6 2 2
Magnus Mandersson 6 6 3 2
Alison Baker 6 6 6
Richard Byrne 6 6 6 2
Helis Zulijani-Boye 6 2
Temitope Lawani 4 3
Sally Ashford 6 3 6 2
Carole Wamuyu
Wainaina 6 4 3 2
Shareholders’ Agreement
Shortly before the Company’s Admission in 2019, certain founders and early investors (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%. Notwithstanding that, the Board invited the Lath Director,
Temitope Lawani, to remain on the Board in view of the skills and experience that he brings,
and he agreed to do so. In view of this, Temitope is no longer considered a shareholder-
appointed Non-Executive Director.
Managing conflicts of interest
A clear and formal process is in place for the Board to authorise and approve any potential
conflicts of interest, in accordance with the Company’s Articles of Association. As part of this
process, the Directors first make the Chair and Company Secretary aware of any new
external interests or appointments and any actual or perceived conflicts of interest. This is
reported to the whole Board, who then considers each interest, appointment, or conflict on
its own merit in conjunction with any existing external interest, appointment or conflict of
interest, ensuring the Director’s independent judgement is not compromised. The Company
Secretary ensures the decision and approval are clearly recorded in the minutes of the
meeting, and retains a record of all external interests and potential conflicts of interest for
both the Board and the ExCo.
Directors’ time commitments and external appointments
As part of the process to appoint a new Director to the Board, the Nomination Committee
takes into account any significant commitments or other demands on a Director’s time and
an indication of the time involved, which are disclosed to the whole Board. On appointment
to the Board, the average time commitment of each Director is clearly set out in their letter of
appointment, with all Directors expected to devote sufficient additional time as may be
required to fulfil their roles.
Directors have external interests as noted on pages 75–76. The number and nature of these
are closely monitored as part of the conflicts of interest procedure explained above, ensuring
that any additional external appointments do not adversely impact a Director’s time
commitment to their role with the Company, or breach the over-boarding limit endorsed by
the proxy advisory firms. The Board believes that other commitments held by the Directors
enhance the capability, skills and knowledge of the Board and is satisfied with the number of
external directorships held by each of the Directors.
Directors’ Independence
In accordance with the requirements of the Code, Director independence is assessed on an
annual basis and following careful consideration by the Nomination Committee (as noted on
page 89) and the Board during 2023, the Chair, who was independent on appointment, is
deemed by the Company to continue to be independent, and five Non-Executive Directors
(Magnus Mandersson, Alison Baker, Richard Byrne, Sally Ashford and Carole Wainaina) are
also considered by the Company to be independent. In addition, there are two non-
independent Non-Executive Directors, Temitope Lawani and Helis Zulijani-Boye.
Helis Zulijani-Boye was appointed in March 2022 under the Shareholders’ Agreement as a
representative Director nominated by Quantum Strategic Partners Ltd. Helis Zulijani-Boye
remains the nominated representative Director of Quantum Strategic Partners Ltd,
notwithstanding that she has now left Quantum Strategic Partners Ltd. 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. Details of the
Shareholders’ Agreement can be found opposite.
Following careful consideration, the Nomination Committee and the Board continue to
regard Richard Byrne as independent, notwithstanding his membership as a Director of the
Board since 2010, and consider his continued membership of the Board is in the best
interests of the Company. The Board is satisfied that Richard continues to demonstrate
independence in carrying out his role as a Non-Executive Director and Chair of the
Remuneration Committee. The Board considers that he continues to be independent in his
character and perspective, and that there are no relationships or circumstances which are
likely to affect, or could appear to affect, his judgement.
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Helios Towers plc Annual Report
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Nomination Committee Report
Composition, succession and evaluation
D
ear Shareholder, I am pleased to
present the report of the Nomination
Committee (the Committee) for the
year ended 31 December 2023, which sets
out the activities of the Committee during the
year and its key responsibilities.
Role of the Committee
The role of the Committee is to:
– regularly review the structure, size and
composition of the Board and its
committees, ensuring the right balance of
skills, experience and knowledge for the
future needs of the Group, and identify and
nominate candidates for Board approval to
fill Board vacancies;
– ensure plans are in place for the orderly
succession to the Board and senior
management positions, and oversee the
development of a diverse pipeline for
succession;
– oversee the annual evaluation of the
performance of the Board, its committees
and individual Directors; and
– consider and review the Company’s policy
on diversity and progress against that policy,
and work with the People, Organisation and
Development team to set and meet diversity
objectives and strategies.
The Committee’s terms of reference, which
were reviewed and approved by the Board in
December 2023, can be found at heliostowers.
com/investors/corporate-governance/
documents/.
Key activities during 2023
The Committee met three times in 2023, to
consider and, where appropriate, approve the
following key matters:
– Non-Executive Director independence
assessment;
– re-election of Directors;
– Board gender diversity;
– Board succession planning;
– 2023 Internal Board evaluation; and
– approval of the Nomination Committee
Report for the 2022 Annual Report and
Financial Statements.
Independence
The Committee reviewed the composition
of the Board and carried out an assessment
of the independence of the Chair and
each of the Non-Executive Directors in
accordance with the Code during 2023. It
concluded that Sir Samuel Jonah, Magnus
Mandersson, Alison Baker, Richard Byrne,
Sally Ashford and Carole Wainaina each
remained independent and that Temitope
Lawani and Helis Zulijani-Boye were non-
independent due to their appointments
under the Shareholders’ Agreement,
noted on page 88. The independence of
Richard Byrne and the non-independence
of Temitope Lawani and Helis Zulijani-
Boye are explained in detail on page 88.
Annual Re-election
The Committee considered and put forward
each Director for re-election at the 2023
AGM, in accordance with the Company’s
Articles of Association and the Committee’s
Terms of Reference. The Committee
provides Non-Executive Directors with
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.
Training and induction
Following their appointment to the Board,
the Committee ensures that all Non-
Executive Directors receive a formal,
tailored and comprehensive induction,
including one-to-one meetings with
the Chair, Group CEO and Group CFO,
Non-Executive Directors and Company
Secretary. Meetings are also arranged
with the ExCo to gain an insight and
understanding of the broader business.
OpCo visits are encouraged and carried
out wherever possible, often in conjunction
with other Board or ExCo members.
Each year, training on recent and relevant
topics is provided to all Board members
by the Company’s external advisers, and
additional training needs are recognised
and addressed as appropriate during
the year. Board members are aware
that it is essential that their skills and
knowledge are kept up to date, and that
they retain an awareness of recent and
upcoming developments on matters
that are relevant to the Company and
individual Directors. During the year, Board
members received training on corporate
governance and reporting reforms, anti-
bribery and corruption and geo-political
awareness, as noted on page 81.
Diversity, equity and inclusion
The Board and the Committee remain
committed to promoting diversity
throughout the Group as a core element
of the Company’s Sustainable Business
Strategy. A review of the Company’s
Group-wide Diversity, Equity and Inclusion
Policy (DEI Policy) was carried out by the
Group Director, People, Organisation and
Development. This was then reviewed and
approved by both the Committee and the
Board during the year. The DEI Policy applies
to the Board, each of its committees and the
Group as a whole and includes all aspects of
diversity and colleague equity and inclusion.
The Committee is committed to working
alongside the ExCo to ensure the Company
has a Group-wide DEI Policy which enables
it to attract, recruit, and retain diverse
talent at both the Board and ExCo level, as
well as across the Group. In addition, the
Committee recognises that the continued
success of the Company and its Sustainable
Business Strategy depends on the
recruitment of the best people based purely
on merit, producing a diversely talented
workforce. The Committee will continue
to keep the DEI Policy, its objectives
and implementation, under review.
The Committee recognises that the
commitment and cooperation of all
colleagues, including the Board, is required
to encourage a diverse, equitable and
inclusive environment. The Committee works
with the ExCo to promote the DEI Policy
across the Group, helping to drive stronger
business performance, better decision-
making, greater value creation for the
Company’s stakeholders and a culture where
all colleagues feel valued, respected,
supported and encouraged to succeed.
Committee membership and attendance
Member Attendance (of 3)
Sir Samuel Jonah, KBE, OSG (Chair)
3
Magnus Mandersson
3
Temitope Lawani
3
Sally Ashford
3
Carole Wamuyu Wainaina
3
SIR SAMUEL JONAH KBE, OSG
CHAIR, NOMINATION COMMITTEE
Women on the Board %
40
2022: 40
Directors from ethnically diverse
backgrounds %
40
2022: 40
Financial StatementsGovernance ReportStrategic Report
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and Financial Statements 2023
Nomination Committee Report continued
Although the Company operates in a
challenging sector in relation to gender
diversity, the Board and Committee continue
to support building a gender-diverse
workforce, where the safety and security
ofall colleagues is paramount. The Board
and the Committee actively encourage
attracting and retaining the best female
talent and creating an environment where
women can thrive and build long-term
careers with the Company.
During 2023, the Committee held
discussions on the Board’s diversity. The
Board is proud to have a female Director
in one of the senior Board positions (Chair,
CEO, SID or CFO) following the role
changes outlined on page 73 and female
representation on the Board is at 40% as at
31 December 2023. Ethnicity of the Board
was also at 40% at 31 December 2023,
with four Directors from non-white ethnic
groups. This composition complies with
the FCA’s Listing Rules requirements, FTSE
Women Leaders Review recommendations
and the Parker Review ethnicity target.
The Board is mindful of the Parker Review
request for companies to set an ethnicity
target for senior management and for that
target to be achieved by December 2027.
The Company takes great pride in the level
of ethnic diversity it has achieved across
senior management and will review its senior
management ethnicity target during 2024,
before formally confirming a target for
December 2027 in the next Parker Review
survey in 2024.
The Committee and the Board will continue
to consider these targets and requirements
as part of the Company’s succession
planning process.
On 26 January 2024, the Company
announced that Magnus Mandersson will
not seek re-election as a Director of the
Company and will formally step down at
the close of the AGM on 25 April 2024.
The Committee has begun the process to
appoint a new Non-Executive Director.
There have been no further changes to the
Board between 31 December 2023 and the
date of this report that would affect the
Company’s ability to meet one or more of
the above targets.
The Committee will continue to keep gender
and ethnicity under constant review
alongside the assessment of the composition
of the Board. Information relating to the
Company’s diverse workforce can be found
on pages 30-33. The numerical data required
by the FCA’s Listing Rules and Board
diversity data can be found on pages 92–93.
Succession planning and Board
appointments
The Committee and the Board are
committed to ensuring succession planning
is in place for both the Board and senior
management, and that colleagues have a
personal development plan in place, which
aligns with the Company’s Sustainable
Business Strategy. The Group Director,
People, Organisation and Development
regularly updates both the Committee and
the Board on succession plans that are
in place for the immediate, medium and
long term and any changes to those plans
in relation to the Board and the ExCo. As
noted on page 81, the Board is kept up to
date as part of the CEO Report on people
development activities. People development
is an area of focus for both the Board and
the Committee which actively encourages
and supports the development of talent
both at Group and operating company level
through leadership and executive training
and development and skill-specific training.
One of the Committee’s responsibilities
is to review the structure, size and
composition of the Board, including the
skills, experience and diversity, tenure and
independence of Directors. During 2023,
the Committee carried out this review and
in-depth discussions on the Board’s skills
and experience on a three to five-year basis,
to ensure it has the right mix to support
the Executive Directors and the ExCo in
the implementation of the Company’s
Sustainable Business Strategy and the
Company’s future strategic direction.
A formal and rigorous process is carried
out by the Committee for all Board
appointments, with the Committee
recommending any new Director to the
Board for approval when it is appropriate
to do so, taking into consideration
succession plans, skills, experience,
knowledge and diversity in all forms. No
new appointments were made during 2023.
In February 2024, the Committee carried
out an in depth review of the skills,
knowledge and experience currently held by
Board members, and in light of Magnus
Mandersson’s decision to step down from
the Board, has begun the process to find a
new Non-Executive Director. Further detail
on the process will be provided in the
Nomination Committee Report to the 2024
Annual Report and Financial Statements.
Information on the Board’s diversity, skills,
experience and tenure can be found on
pages 92-93.
Actions taken in 2023 following the 2022 external evaluation
The following actions were taken during 2023 in relation to the outcomes of the 2022
external evaluation:
Issues identified Actions taken
Resetting Board agendas, moving from an
operational to a more strategic focus which is
forward looking and allows the Board to focus
on the key drivers of the Company’s success.
A review of the Board calendar and meeting
agendas was undertaken, with agendas
reordered and focus areas and priorities for
2023 discussed, agreed and reflected in
Board agendas as appropriate.
Restructuring Board papers to ensure they
address the core questions the Board need
toconsider.
Board papers were reviewed and a new
approach was agreed with the Executive
Directors, with the Company Secretary
working closely with ExCo members to ensure
appropriate information was included in the
CEO and CFO Reports to the Board, helping
to bring greater focus to Board discussions.
Continue to develop the sustainability agenda
to balance the short, medium and long-term
objectives of the sustainability strategy.
The introduction of a Sustainability
Committee, to ensure greater visibility and
monitoring of the milestones to achieve the
Company’s carbon reduction commitments,
and consideration of the Company’s impact
on the environment and communities where it
operates.
Board evaluation
In accordance with the requirements of the
Code, the Company completed its three-
year cycle of board evaluations, with its
firstexternal evaluation completed in 2022.
Consequently, the first internal evaluation
ofa new three-year cycle was completed in
2023, with a second internal evaluation and
external evaluation expected in 2024 and
2025 respectively. The Committee is
responsible for the completion of formal
evaluations of the Board, its Committees
and its Non-Executive Directors each year,
and as such, approved the process for the
2023 internal evaluation.
The Committee believes the evaluation
process, whether it is carried out internally
or by an independent external consultancy,
provides an opportunity for the Board
and its Committees to gain meaningful
insight into their performance, composition
and effectiveness, with the annual
performance evaluation of each of the
Non-Executive Directors demonstrating
their contribution to decision-making
at Board and Committee meetings.
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Helios Towers plc Annual Report
and Financial Statements 2023
2023 internal evaluation
The Committee considered the 2022
external evaluation process and subject
matters, and determined that the 2023
internal evaluation would focus on the
effectiveness of both the Board and its
Committees and performance evaluations
of both the Chair and the Non-Executive
Directors. The Committee approved
the internal evaluation process and
questionnaires, which were provided
by the Company Secretary. No external
independent consultancy was engaged
tocarry out the 2023 internal evaluation.
Each Director completed questionnaires
relevant to the Board and the Committees
on which they served during the year. The
Company Secretary held meetings with
the Chair and Non-Executive Directors
individually to obtain additional feedback.
A meeting was then held between the SID
and the Company Secretary to provide
anonymous feedback on the performance
of the Chair, with the SID meeting with
the Chair to discuss his performance.
Following completion of the questionnaires
and individual meetings, the Company
Secretary collated the results and shared
these with the Chair. A detailed report
covering performance outcomes, strengths
and potential actions, was presented by
the Chair and discussed with the Board
at its December meeting. The outcomes
will be implemented during 2024.
Findings
The overall view of the Board was positive
with all Directors agreeing that the
Board continues to work effectively, with
no areas of concern raised, and that it
adequately covers topics including the
Company’s culture, behaviours, communities
and the environment. Directors also
acknowledged that discussions were
now more focused on strategic rather
than operational matters, with good
participation from all Board members.
Outcomes
Whilst the Directors acknowledged that the
Board and its Committees remain effective
and work well, the following improvement
areas were identified, as areas that would
further enhance effectiveness:
Board
– An increased focus on strategic matters.
– Provide further detail on people,
organisation and development related
topics, such as succession planning and
employee diversity.
– Introduce measures to ensure the active
engagement of those attending meetings
virtually.
– Continue to evolve Board papers to ensure
a more focused, strategic and concise
approach.
Committees
– More concise approach to Audit
Committee papers.
– Arrange bespoke training for Committee
members on non-financial reporting and
sustainability frameworks and rules.
– Undertake a deep dive on Board
composition and succession planning.
The outcomes and actions noted above will
be implemented and will form part of the
discussions on Board composition to be held
by the Committee during 2024. In addition,
a number of quick wins were identified,
which were immediately implemented,
covering further enhancements to Board
and Committee papers, organising a
joint working session of the Audit and
Sustainability Committees and additional
geo-political analysis in Board meetings.
INTERNAL EVALUATION PROCESS 2023
September
– The Company Secretary prepared the evaluation process and Board and Committee
questionnaires.
October
– The Committee approved the process and questionnaires, which were distributed to
each of the Directors by the Company Secretary.
– The Directors completed their questionnaires, providing them to the Company
Secretary.
End of October–mid-November
– The Company Secretary held meetings with the Chair and each of the Non-Executive
Directors.
– The Company Secretary met with the SID to provide feedback on the performance of
the Chair.
– The SID met with the Chair to discuss his performance.
December
– The Chair presented the results of the internal evaluation to the Board, which were
discussed at length. Improvement actions were agreed for implementation in 2024.
Nomination Committee Report continued
I look forward to discussing the Committee’s
role and activities with shareholders at the
2024 AGM.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
13 March 2024
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British American American/
Croatian
Swedish Ghanaian
Kenyan
Nigerian
4
1
1
1
1
1
1
4
6
Ethnically diverse
background
Other
30 to 40 40 to 50 50 to 60
60 to 70 70 to 80
1
1
2
4
2
54yrs
40%
Female Male
60%
76%
24%
Female Male
1 The definition of senior management and direct
reports in this instance relates to the Code.
Board diversity at a glance as at 31 December 2023
Average age of Directors Directors’ nationalities
Directors’ tenure
Gender of the Board Directors’ ethnicity
Gender of senior management and direct
reports
Sir Samuel Jonah
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
Helis Zulijani-Boye
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
2019 2020 2021 2022 2023
4 years 4 months
4 years 4 months
4 years 4 months
1 year 10 months
3 years
4 years 4 months
4 years 4 months
3 years 7 months
4 years 4 months
3 years 5 months
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Helios Towers plc Annual Report
and Financial Statements 2023
Board diversity at a glance as at 31 December 2023 continued
The Company is disclosing the numerical data below in accordance with LR 9.8.6R(10) and
14.3.33R(2) as at 31 December 2023. The Company has collated this data through established
internal people, organisation and development processes.
Gender:
Number of
Board
members
1
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number of
Executive
Management
1 2
Percentage of
Executive
Management
Men 6 60% 3 8 73%
Women 4 40% 1 3 27%
Board skills and experience
(number of Directors)
Corporate governance
Emerging markets (including Africa)
Executive remuneration
Financial
Environmental
Human resources
International
Listed company
M&A
Organisational/business transformations
Strategy and leadership
Telecommunications sector
Cyber security
Ethnicity:
Number of
Board
members
1
Percentage of
the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number of
Executive
Management
1 2
Percentage of
Executive
Management
White British or other white 6 60% 2 6 55%
Asian/Asian British 1 10% 1 1 9%
Black/African/Caribbean/
BlackBritish 3 30% 1 2 18%
Mixed or Multiple or other
ethnicgroup – – – 2 18%
1 The Group CEO and Group CFO are included in both the Board and Executive Management figures.
2 Executive Management refers to the ExCo members as at 31 December 2023. ExCo members as at 1 January 2024 are
noted on page 77.
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Sustainability Committee Report
D
ear Shareholder, I am pleased to
present the report of the Sustainability
Committee (the Committee) for
the year ended 31 December 2023, which
sets out the role of the Committee and its
activities during its first year of operation.
Role of the Committee
The role of the Committee includes:
– driving the sustainability agenda across
the Group to ensure alignment with the
Company’s Sustainable Business Strategy;
– monitoring the implementation of the
Group’s policies and standards in relation
to sustainability matters, and the Group’s
engagement with its stakeholders on
sustainable business matters;
– providing oversight of best practice
andongoing awareness of trends and
regulatory developments in corporate
sustainability, as they apply to the Group;
– providing information, advice and/or
recommendations on sustainable business
matters as relevant, to support the Board,
Audit, Nomination, Remuneration and
Technology Committees; and
– reviewing the appropriateness and
adequacy of non-financial disclosures
inthe Company’s Annual Report and
Financial Statements in relation to the
Company’s Sustainable Business Strategy.
The Committee’s terms of reference, which
were approved by the Committee at its
inaugural meeting, and subsequently
reviewed and approved by the Board in July
2023, can be found at heliostowers.com/
investors/corporate-governance/
documents/.
In 2023, the Board delegated the ongoing
monitoring of the implementation of
sustainability matters to the newly formed
Sustainability Committee, to work closely
with management to drive the continued
success of the Company’s Sustainable
Business Strategy across the Group and to
ensure the Company’s compliance with
evolving regulations. The Board however
retains overall responsibility for the
Sustainable Business Strategy and
sustainability in general. As Committee
Chair, I report the Committee’s activities,
discussions and outcomes to the Board
following each meeting.
Key activities during 2023
The Committee met twice during 2023 to
consider and, where appropriate, approve
the following key matters:
– progress on, and reporting of, the
Sustainable Business Strategy KPIs, data
assurance, climate action targets, fuel
management and carbon emissions
targets;
– monitoring compliance with TCFD
disclosures and the Company’s carbon
reduction programme;
– sustainability related regulatory updates,
reporting standards (both financial and
non-financial) and potential and future
regulations, including TCFD and climate-
related financial disclosures (CFD);
– sustainability benchmarking; and
– 2024 priorities and key sustainability
issues, such as TCFD, climate risk and
community investment.
At its first meeting, the Committee
considered its scope in detail and how it will
work collaboratively with other Board
committees – in particular, the Audit
Committee – to review and report on the
Company’s TCFD and non-financial
disclosures. In relation to its wider scope, the
Committee discussed the correlation
between material sustainability issues and
the Company’s principal risks, and the
impact and assessment of both from an
economic, societal and environmental point
of view. The Committee and the Audit
Committee have collectively discussed the
non-financial sustainability-related
disclosures in this Annual Report and
Financial Statements on page 21.
The Committee was kept up to date
by the Group CFO and Group Head of
Sustainability, and considered in detail
any changes in sustainability-related
regulations that may affect the Company
and its operations. The Company’s
compliance with TCFD and CFD regulations
was a particular focus point for the
Committee’s discussions in 2023.
During the year, the Committee discussed
the progress of the Company’s Sustainable
Business Strategy and the sustainability KPIs
from both a Group and OpCo perspective.
Further information on KPIs can be found on
page 21.
In addition, the Committee also focused its
discussions on the climate risk register and
the physical risk analysis undertaken by
the Company, which conducts quantitative
modelling for material climate risks in each
of the Company’s markets. The Committee
received a demonstration from management
of the effects of the climate modelling
across different markets. Further detail
on climate-related risks and qualitative
modelling is described on pages 51-62.
I look forward to meeting shareholders and
discussing the Committee’s activities at the
2024 AGM.
Carole Wamuyu Wainaina
Chair, Sustainability Committee
13 March 2024
Committee membership and attendance
Member
1
Attendance (of 2)
Carole Wainaina
2
Sally Ashford
2
Tom Greenwood
2
Manjit Dhillon
2
1 The Group Head of Sustainability is also a member
of the Committee.
CAROLE WAMUYU WAINAINA
CHAIR, SUSTAINABILITY COMMITTEE
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Helios Towers plc Annual Report
and Financial Statements 2023
Technology Committee Report
D
ear Shareholder, I am pleased to
present the report of the Technology
Committee (the Committee) for
the year ended 31 December 2023, which
sets out the role of the Committee and its
activities during 2023.
Role of the Committee
The role of the Committee includes:
– monitoring and evaluating power
technology evolution;
– assessing how industry trends,
developments and innovations in
technology may impact the Company;
– ensuring that the new product portfolio is
aligned to the Company’s strategy and
customer requirements;
– providing recommendations to the Board
with respect to technology related
strategies, projects and investments that
require Board approval; and
– providing assurance on the identification
and management of key technology risks,
and that business value is being delivered
through the implementation of major
technology change initiatives or new
products.
The Committee’s terms of reference, which
were reviewed and approved by the Board
in December 2023, can be found at
heliostowers.com/investors/corporate-
governance/documents/.
Key activities during 2023
The Committee met twice during 2023 to
consider and, where appropriate, approve
the following key matters:
– new product development activity, such
as outdoor distributed antenna system
(oDAS) and in-building solutions (IBS),
antennas, edge data centres and low Earth
orbit (LEO) satellites;
– GIS and the development of this
technology;
– potential solar and wind technology
solutions and the impact of weather
conditions in the Company’s markets;
– potential fuel alternatives to replace diesel
and the potential impact on the
Company’s carbon emissions;
– the implementation of artificial intelligence
(AI) and the impact of the AI market
generally; and
– technology engagement activities.
The Committee focused its discussions at
each meeting on two principal subjects
encompassing the Committee’s key
responsibilities, namely digital network
solutions and power technology, also with
climate targets and carbon reduction at the
forefront of the Committee’s considerations.
The Group IT Director provided an overview
of the AI market and activities by the
Company to adapt for the implementation
of AI, including the challenges faced by
businesses and the regulatory environment.
During the year, the Director of Digital
Network Solutions led the Committee’s
discussions around the development of
various digital solutions, the differing
demands of MNOs and the progressive
movement towards 4G and 5G rollout in the
Company’s markets. Site selection across
dense urban, urban and rural settings and
the differing tower solutions were explained
in detail, with consideration given by the
Committee to IBS, antennas, oDAS, edge
data centres and LEO satellites.
The Director of Operations and Engineering
led the Committee’s discussions around
power technology, in particular potential
solar site rollout and solar offerings.
The challenges of solar installation and
usage, and carbon reduction across the
Company’s markets, were covered in detail
with solutions for different markets and
return on investment a particular focus.
Wind technology and the impact of wind
conditions across the Company’s markets
were covered by the Committee, including
wind installations in Tanzania and wind
turbine manufacturers. Discussions also
covered the level of energy production
provided by wind technology and the impact
weather conditions have on the amount
of energy provided by the grid in markets
such as Tanzania, Madagascar and Malawi.
The Committee discussed the use and
potential impact of biofuels on the
Company’s carbon emissions, the biofuel
supplier network across Africa and the
Middle East and the performance levels and
costs of biofuels.
I look forward to meeting shareholders and
discussing the Committee’s activities at the
2024 AGM.
Magnus Mandersson
Chair, Technology Committee
13 March 2024
Committee membership and attendance
Member
1
Attendance (of 2)
Magnus Mandersson
2
Richard Byrne
2
Helis Zulijani-Boye
2
Tom Greenwood
2
Manjit Dhillon
2
1 Members of the ExCo, Sainesh Vallabh and Lara
Coady and the Director of Digital Network
Solutions are also members of the Committee.
MAGNUS MANDERSSON
CHAIR, TECHNOLOGY COMMITTEE
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Helios Towers plc Annual Report
and Financial Statements 2023
Accounting and
financial reporting
matters
External audit
Risk management
and internal control
Internal audit
General matters
48%
11%
21%
9%
11%
Where we spent our time in 2023
Audit Committee Report
D
ear Shareholder, I am pleased to
present our Audit Committee (the
Committee) report for the year ended
31 December 2023.
Role of the Committee
The role of the Committee is to:
– provide effective governance and monitor
the integrity of the Group’s financial
statements and any formal announcement
relating to the financial performance;
– review significant financial reporting
judgements, issues and estimates and
confirm whether, taken as a whole, the
Annual Report and Financial Statements
isfair, balanced and understandable;
– review the performance of both the
Internal Audit function and the external
auditor; and
– oversee the Group’s internal control
systems, business risks and related
compliance activities.
The Committee’s terms of reference, which
were updated in July 2023 to take into
account the FRC’s Guidance on Audit
Committees and the External Audit:
Minimum Standard document, can be found
at heliostowers.com/investors/corporate-
governance/documents/.
As the Group has continued to mature, the
Committee has maintained its focus on the
continuous improvement of the Company’s
internal control environment, monitoring
compliance and continuing to navigate the
challenging macroeconomic environment.
The Committee reports to the Board with its
assessment of the effectiveness of
governance in financial reporting, internal
control and assurance processes, and on the
procedures in place to identify and manage
risk.
This report provides an overview of how
the Committee operated, an insight into
the Committee’s activities and its role
in ensuring the integrity of the Group’s
published financial information, and ensuring
the effectiveness of its risk management
controls and related processes.
In addition to the scheduled Committee
meetings, I have met regularly with the
Group CFO, Head of Internal Audit and
the external audit partner to discuss their
reports and any relevant issues. Ihave
also visited the team in Madagascar
to further understand the progress
made in integrating this new market.
I also met with the local audit partner to
understand their quality procedures and
assessment of local risks and compliance
processes.
Committee membership
In compliance with the Code, the Committee
is composed exclusively of Non-Executive
Directors, and each member is considered to
be independent by the Company. Members’
independence is explained on page 88. The
Chair of the Company, Sir Sam Jonah is not
amember of the Committee. There have
been no changes to the membership of the
Committee during the year.
The Committee has operated using
a hybrid meeting format, combining
meeting in person and video conferencing.
Details of the members and attendance
at each of the scheduled meetings is
shown in the table opposite and the
biographies and qualifications of the
members are shown on pages 75-76.
The Board is satisfied that I have recent
and relevant financial experience to
chair the Committee. I am a Chartered
Accountant and chair audit committees
of other listed companies, and am
recognised by the Board as being well
qualified to undertake this role effectively.
I would like to thank my fellow Committee
members Magnus Mandersson, Richard
Byrne and Carole Wainaina, whose insightful
contributions have enabled the Committee
to perform its duties effectively. Their
performance is reviewed on an annual basis
as described on pages 90-91.
Various officers and senior leaders of the
Company attend Committee meetings by
invitation. These include the Chair, Group
CEO, Group CFO, Group Finance Director &
Financial Controller, General Counsel &
Company Secretary, Group Head of
Compliance and representatives from the
external audit team.
After each meeting I, as the Chair of the
Committee, report to the Board on the
business undertaken.
Audit Committee effectiveness
The internal Board evaluation carried
out in 2023 included specific feedback
on the effectiveness of the Committee.
Overall, the Committee was deemed to
be functioning well and was effectively
chaired. In conjunction with the Board and
management, our primary area of focus
for the coming year is the adoption of new
requirements following the publication
of the new Corporate Governance
Code and continuing to mature the risk
management and Internal Audit functions
as the organisation continues to grow.
We are also seeking to create more
concise reporting to the Committee.
Detailed information regarding the 2023
internal evaluation of the Board and its
committees, the process and outcomes can
be found on pages 90–91.
Committee membership and attendance
Member Attendance (of 6)
Alison Baker
6
Magnus Mandersson
6
Richard Byrne
6
Carole Wamuyu Wainaina
4
ALISON BAKER
CHAIR, AUDIT COMMITTEE
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Helios Towers plc Annual Report
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Committee activity in 2023
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 2023 are summarised opposite. Following these reviews, action items were
agreed, and progress against each item is being tracked and reviewed by the Committee.
INTERNAL CONTROLS, INCLUDING CONTINUING OBLIGATIONS COMPLIANCE UNDER
FPPP
At each audit committee meeting we have a standing agenda item to review internal
controls reporting, including the dashboard described below. We continue to mature the
control environment and the committee discuss enhancements which are presented by
management; for example at our most recent audit committee meeting we reviewed the
proposed monthly declaration to be completed by Opco senior management. We also
consider annually our FPPP procedures to ensure that this is up to date in compliance with
our continuing obligations.
Controls dashboard
The Group operate controls in key processes on a monthly basis. Over the past year
software has been implemented to help with the preparation and monitoring of key
reconciliations within the financial statement close process. These are reviewed by
management at both an operating company and Group level. The Committee receives
updates at each of their meetings regarding the control environment and operating
effectiveness, including any follow up actions or plans to enhance controls.
Example Dashboard:
Process
December 2023
Group East and West Africa MENA Central and South Africa
HoldCo TZ MW SN OM DRC GH SA CB MG
P2P
1 1 1 1
Fin Reporting
2 2 2
Inventories
Fixed Assets
3 3 3
Revenue
Taxation
IT
Key
No control weaknesses Minor process improvements required
Material process improvements required
Subject of review Details of committee activity
Business
process
reviews,
carried out in
conjunction
with Internal
Audit
End-to-end process reviews, including process maps, risk and key control
matrices and any internal audit findings and remediation activities. These
were undertaken by the Group process and control owner:
– site acquisitions and estate management;
– fuel management process;
– site security;
– new Markets controls framework;
– project delivery;
– supplier IT processes and cyber security; and
– UK Corporate Governance Reform.
Ongoing
quarterly
updates
Each quarter, the Committee reviews management papers covering the
following key areas:
– accounting judgements and estimates, including regulatory updates;
– free rent, accrued revenue, receivables and deferred income;
– tax risk management and reporting;
– treasury management;
– litigation update;
– going concern assessment;
– internal controls, including continuing obligations compliance under FPPP
and Compliance Scorecard reports from each OpCo;
– Internal Audit, including progress of the 2023 Internal Audit Plan;
– compliance update, including whistleblower report and fraud risk
management; and
– risk management and disclosure, including emerging risk considerations.
IT update Updates 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
The Committee reviewed the Company’s climate-related risk reporting,
gained an understanding of sources and reliability of non-financial data and
an understanding of the plans for meeting compliance with TCFD reporting
and any other climate-related considerations as described on pages 57-62.
The Committee works collaboratively with the Sustainability Committee to
review TCFD and non-financial disclosures.
Audit Committee Report continued
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Audit Committee Report continued
Accounting and financial reporting matters
The table below includes the key matters considered by the Committee during the financial year ended 31 December 2023, with support and challenge from the external auditor.
Key matters Action taken by management Action taken by the Committee Response to challenge by auditor
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. Third-
party experts are utilised in each market to advise
onthe likelihood of a range of outcomes.
Management considers each tax case on an
individual basis and makes an assessment of the
probability of an outflow of cash arising and making
provision or disclosure of such amounts according to
IAS 37.
The Committee considered papers from management
on the material tax cases. After receiving input from
theGroup CFO on the latest position with regards to
ongoing matters, it concluded that the Group’s tax
position had been appropriately accounted for and
thatthere was adequate disclosure in relation to the
keyknown uncertain matters as set out in Note 10 to
the Financial Statements.
The Committee discussed with management the key
judgements taken in recognising deferred tax assets
incertain juristictions and consider that the level of
deferred tax assets recognised is in line with the
requirements of IAS 12.
The Committee considered the matters raised by
Deloitte in their reports provided to the Committee
during 2023. Following discussion of the work
performed, the advice of local market experts and the
key matters in Deloitte’s report, the Committee
concluded that the positions taken by management
were reasonable.
Recoverability of
receivables and
accrued revenue
The Group’s customer base is primarily large MNOs
who account for 90% (Note 15) of the receivables
balance. Accordingly, management’s review for
impairment of receivables focuses on the smaller
operators, or where there is evidence of a customer
dispute.
Management is in regular discussion with customers
regarding overdue balances and uses this
information in assessing the appropriate credit risk
rating for each balance. Details of management’s
considerations are set out on page 154.
The Committee received detailed analysis of the
receivables and accrued revenue balances for
consideration.
The Committee challenged management on the
recoverability of receivables, accrued revenue balances
and revenue recognition for amounts under dispute to
ensure the level of revenue recognised was in
accordance with the Group’s policy, and that there was
appropriate supporting documentation to allow this to
be recognised as revenue under the contract and that
provisions were appropriately made for receivables.
The Committee has considered the matters raised by
Deloitte and requested additional information from
management which enabled the committee to be
satisfied with the judgements and estimates made.
Impairment of
goodwill and
customer
relationships
The Consolidated Financial Statements include the
assets and liabilities acquired in business
combinations in prior periods. IAS 36 requires that
this is reviewed on an annual basis, or more often
where an impairment indicator is identified.
Management has prepared detailed business plans
and value in use assessment for each Cash
Generating Unit with material goodwill and
intangible assets.
The Committee reviews and challenges the output from
management’s detailed business plans and value in use
assessment. Given the acquisitions took place recently,
it was expected that there was not significant
headroom in light of an increased WACC.
The Committee challenged the growth and profitability
assumptions and requested further detailed analysis
from management of each material customer
relationship asset recognised. The Committee was
satisfied with the analysis provided and the disclosure
as shown in Note 11.
Deloitte challenges are set out in their audit report
onpages 125-131. The Committee and Deloitte have
discussed Deloitte’s report and the Committee was
satisfied that the management assumptions made
arereasonable.
Hyperinflation
accounting
In October 2023, Ghana was judged to have met the
criteria of a hyperinflation economy under IAS 29
‘Financial Reporting in Hyperinflationary Economies’.
As a result, the Group has applied the requirements
of IAS 29 for its operations with a Ghana Cedi
functional currency.
The Committee met with the Group finance team in
March 2024 to review and challenge the accounting
treatment, key judgements and disclosures made in
applying hyperinflation accounting.
Deloitte challenges are set out in their audit report on
pages 125-131. The Committee considered the key
judgements and methodology adopted and concluded
that it had been applied appropriately in line with
IAS29 requirements.
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Helios Towers plc Annual Report
and Financial Statements 2023
Audit Committee Report continued
Going concern and long-term viability
The Committee reviewed and challenged
management’s assumptions in assessing the
going concern basis of preparation and the
scenarios and disclosure of longer-term
viability.
With respect to going concern, the
Committee:
– reviewed the detailed cash flow forecasts
prepared by management and challenged
the underlying assumptions including
downside scenarios, the impact of
macroeconomic factors and the necessary
capital commitments to meet our carbon
emission targets;
– assessed the Group’s newly available
facilities and headroom including
compliance with existing and new 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 for its
approval 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 and conclusions; and
– satisfied itself that a five-year outlook was
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 page 63.
Alternative Performance Measures (APMs)
Historically, the tower industry has used a
wide range of APMs to compare and assess
business performance. This is a function of
differing lease and capital structures, as well
as asset life.
The Committee reviewed the APMs used
within the Annual Report and Financial
Statements and concluded that the
disclosures were appropriate. The
Committee requested that the external
auditor specifically comment on the
APMs against disclosure of the ESMA
guidance.
The external auditor challenged the
balance of APMs and importance of equal
prominence of statutory measures and
additional disclosures in relation to adjusting
items. In order to ensure appropriate
balance and to not give undue prominence,
the Committee requested that management
present all of the APM reconciliations and
explanations in a separate section of the
Annual Report and Financial Statements.
This can be found on pages 64-66.
Consistent with prior years, management
have included a number of statutory
measures provided in the front half of the
Annual Report and Financial Statements.
Fair, balanced and understandable
The Board is responsible for ensuring that
the Annual Report and Financial Statements
is fair, balanced and understandable.
The Committee assessed and recommended
to the Board (which it subsequently
endorsed) that, taken as a whole, the 2023
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
and Financial Statements;
– feedback from investors;
– work presented by Internal Audit on
assurance surrounding non-financial KPIs
and management information; and
– results from work undertaken by Deloitte
on their review of the Annual Report and
Financial Statements.
Risk management and internal control
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
during the year ended 31 December 2023.
Internal control effectiveness
The Committee receives updates at each of
their meetings regarding the control
environment and operating effectiveness.
The Committee performs deep dives into
specific areas at each of their meetings. The
areas covered in 2023 are specified on page
99.
The Committee continues to review the
three internal lines of defence across the
Group’s departments. Workshops are held
internally to ensure the plan is carried out as
designed.
A particular area of focus was the entry into
new markets over the last few years. The
Committee received input from
management and Internal Audit regarding
the processes in place both at a Group and
local level. A post-implementation report on
the new operations in Oman was received
from Internal Audit with no material
concerns noted.
As part of the development of our second
line of defence, going forward we will
now have monthly compliance control
“self assessment” declarations provided
by each OpCo. These are presented by
the Group Finance Director along with
ongoing follow up actions in circumstances
where the Finance team are not satisfied
with the quality of the application of the
control. This tool is focused on key financial
controls and provides additional visibility to
the Committee on the ongoing operation
of these controls within each OpCo.
Internal audit will review a sample when
undertaking internal audits in each OpCo
to test the veracity of these declarations.
The Committee was satisfied that an
effective review of the system of risk
management and internal control took place
during the 2023 financial year.
Principal risks
The Committee reviewed and recommended
to the Board for its approval the principal
risk disclosures, including emerging risk
considerations, for inclusion in the 2023
Annual Report and Financial Statements.
Following a robust assessment of the
principal risks by the Committee during the
year, no amendments were made.
Details on the Group’s principal risks, how
theGroup implements its risk management
framework and monitors its controls on a
Group-wide basis are set out on pages
51-56.
Independent assurance
During the year, the Committee
commissioned and reviewed reports to gain
assurance over financial and non-financial
metrics. Areas where the Committee
received reports include emissions targets,
site operational data, financial instrument
valuation and documentation and purchase
price accounting. The Committee is satisfied
that there were no significant issues raised in
these reports.
The Committee is also aware of other risk
reporting such as ISO compliance audits and
Health & Safety scorecard audits with our
sub-contractor parties.
Financial StatementsGovernance ReportStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2023
Audit Committee Report continued
I am satisfied that the Head of Internal Audit
is receiving adequate support from the
business to undertake the internal audit
reviews and senior sponsorship is strong in
ensuring that there is timely follow-through
of recommendations.
At present, the rolling IA plan is addressing,
in turn, each of the key business cycles
across the operating companies and central
functions where appropriate. The IA function
has added an additional headcount this year,
reflecting the growth in the business. The
Committee will reassess the adequacy of the
IA function over the coming year to ensure it
continues to meet the Group’s growth and
emerging risk requirements.
Internal Audit effectiveness review
As noted last year, PwC undertook a review
ofthe quality and effectiveness of the IA
function. While the report noted that the
function is in line with the Company’s peers
in the FTSE 250, the IA function has
implemented the recommendations from
PwC’s review during 2023. The Committee
will consider the timing of the next review
during 2024 and is due to receive an
assessment against the new IIA standards in
2024.
External auditor
During the year, the Group CFO and I have
had regular discussions on accounting
matters, internal control and fees with our
external audit partner, in addition to the
detailed discussions undertaken by the
Committee.
Professional scepticism and challenge
The quality of the audit is of paramount
importance to the Committee and the
agenda and accounting matters presented
to the Committee are often the outcome
of many weeks or months of work
undertaken by Deloitte and the Finance
function. The regular discussions held
outside of the Committee meeting allow
me to assess the level of professional
scepticism and challenge that our external
auditor applies to management.
Compliance and whistleblowing
The Group Head of Compliance attends
Committee meetings, providing updates on
compliance activities, any whistleblowing
incidents and ongoing investigations.
All Group employees and third parties have
access to a confidential, and if desired,
anonymous, whistleblowing hotline,
EthicsPoint®. The Board through the Audit
Committee have oversight of all incidents
reported and logged on EthicsPoint®. We
investigate all whistle-blower reports in line
with the Group’s policies, which include its
non-retaliation provisions. Appropriate
disciplinary and remediation actions are
identified and effected, as necessary
The Committee assessed the adequacy of
the Group’s whistleblowing arrangements
and the procedures for detecting fraud.
No material frauds were experienced
by the Company during the year. With
the Economic Crime and Corporate
Transparency Bill 2022 having received
Royal Assent in October 2023, the
Committee reviewed the Group’s
fraud risk management framework
to ensure it adequately addresses
the new legislation during 2024.
The Committee was satisfied with the
outcomes from the investigations and
compliance audits.
Internal Audit
I meet with the Head of Internal Audit
outside of the formal meetings, typically
monthly, to discuss the output from the
Internal Audit (IA) function and aspects of
risk management.
The Head of Internal Audit attends each of
the Committee meetings and also has a
private session with the Committee without
management present.
At each meeting, the Committee considers
the results of the internal audits undertaken
and the appropriateness of management’s
response to matters raised. The Committee
also tracks outstanding items.
After each Committee meeting, the
Committee also holds a private session with
the external auditor, without management
present, where the external auditor is
challenged on whether they have maintained
their independence and objectivity from
management in considering key matters and
whether there are areas of concern that they
wish to bring to the Committee’s attention.
In addition to the key matters set out on
page 98, areas where the external auditor
has challenged management included:
– key sources of estimation and inclusion of
sensitivities to help users understand the
impact of estimates including impairment
testing, financial instruments valuation
derivatives and hedging instruments) and
deferred taxation;
– APM disclosures as set out on page 64;
and
– Recognition of deferred tax assets.
The Committee received a detailed report
from Deloitte in advance of the March 2024
meeting and I can report that all key matters
and areas of challenge were satisfactorily
resolved with no disagreements between
the external auditor and management. Some
immaterial audit differences were noted and
reported to the Committee.
Audit Committee assessment of external
auditor quality and effectiveness
In its assessment of audit quality, the
Committee took into account:
– the detailed audit scope and strategy for
the year, particularly with the growth from
prior year acquisitions, including the
coverage of emerging risks in all markets;
– 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.
The Committee reviewed the FRC’s
2023 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. Of
the audits inspected in the current cycle,
none required significant improvement.
The results highlighted the need to:
– improve audit of revenue and margin
recognition, cash equivalents and cash
flow statements, certain provisions and
impairment reversals;
– obtain appropriate assurance that network
firms are adhering to global policy; and
– ensuring a robust assessment of familiarity
threats for individuals with long
associations with audited entities.
There was no further engagement with the
FRC in relation to the FY22 audit. The
Committee considered that the audit
process as a whole had been conducted
robustly and the team had been effective
and professional.
External auditor independence and
objectivity
The Committee seeks to ensure the
objectivity and independence of our
external auditor through:
– a focus on the assignment and rotation of
key personnel;
– the adequacy of audit resource and level
of senior hours; and
– adherence to policies in relation to
non-audit work.
The Committee also receives confirmation
from Deloitte on the independence of the
firm and in the small few cases where
non-audit work is undertaken, the
Committee are made aware of the
safeguards that have been put in place.
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Helios Towers plc Annual Report
and Financial Statements 2023
Looking ahead
In planning the Committee’s 2024 agenda,
the Committee will comply with the
requirements of the Code and follow best
practice guidance for audit committees.
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 internal ‘three
lines of defence’ – management, risk
and compliance, and Internal Audit
– as well as the evolving external risk
landscape and regulatory environment.
Specific areas of focus in 2024 are:
– assessing our readiness to implement the
internal control declarations in 2025;
– futureproofing our financial systems and
platforms;
– revisiting processes which have evolved
with the Group’s expansion over the last
few years;
– finalising our Audit and Assurance Policy;
– continuing to evolve our climate-related
reporting, risk and governance processes;
and
– cyber security governance and reporting.
We also seek to respond to shareholders’
expectations in our reporting and, as always,
welcome any feedback. 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
13 March 2024
Audit tendering
The lead audit engagement partner,
Bevan Whitehead, has held this role for
three years following the retendering of
the external audit in 2021. Deloitte were
reappointed following the comprehensive
retendering performed in 2021 and have
been the auditors of the Group since 2010.
Details of the Committee’s approach to
the 2021 external auditor retender can
be found on page 105 of the 2021 Annual
Report and Financial Statements. The
Committee will continue to review the
auditor appointment and anticipates that
the audit will next be put out to tender
ahead of the 2030 audit when Deloitte will
be unable to participate. The Company
confirms that it was in compliance with
the provisions of The Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014 during
the year ended 31 December 2023.
Audit and non-audit fees
Total audit and non-audit fees payable
to Deloitte LLP in the year ended
31 December 2023 are disclosed in Note
5b to the Financial Statements. Non-audit
fees for 2023 were pre-approved by the
Committee and in total are less than 15%
of the average three-year annual audit
fees. Services provided were for assurance
over the first quarter’s results and half year
report. The Group’s non-audit services
policy incorporates the requirements of
the FRC’s Ethical Standard, including a
‘whitelist’ of permitted non-audit services
which mirrors the FRC’s Ethical Standard.
The Committee reviews and approves
all audit and non-audit fees payable to
Deloitte LLP in line with the latest policy.
Audit Committee Report continued
Financial StatementsGovernance ReportStrategic Report
101
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report
D
ear Shareholder, On behalf of the
Remuneration Committee (the
Committee), I am pleased to present
the Helios Towers Directors’ Remuneration
Report for the 2023 financial year.
For Helios Towers, 2023 was a year
characterised by robust organic site and
tenancy growth delivered across the
geographically enlarged tower portfolio
following four significant acquisitions during
the preceding two years, enhancing financial
performance and return on invested capital
(ROIC). The Company also achieved a
meaningful reduction in net leverage
notwithstanding a higher interest rate
environment and wider global uncertainties.
We thank our shareholders for their
support at our 2023 AGM. The Directors’
Remuneration Policy (the Policy) and the
2022 Directors’ Remuneration Report were
approved with ‘votes for’ representing 96.6%
and 81.5% of total votes cast respectively.
The Committee met six times during the year
to discuss and resolve agenda items. These
included the new Policy, the 2022 Directors’
Remuneration Report, salary increases
for Executive Directors and the wider
workforce, 2022 annual bonus and 2020
long-term incentive plan (LTIP) performance
outcomes, 2023 annual bonus and 2023
LTIP performance measures and targets,
and all-employee share-based award grants.
Executive Director remuneration in respect
of the 2023 financial year
The Policy operated as intended in the year.
As disclosed in the 2022 Directors’
Remuneration Report, the new salaries
for the Executive Directors were effected
from 1 April 2023. 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,
strategic projects and international
standards targets. The performance targets
for the bonus were set and approved by
the Remuneration Committee in Q1 2023,
having considered the appropriateness
of the performance conditions, the 2023
business plan and market expectations.
The Committee considered the formulaic
outcomes of the 2023 annual bonus and
determined that no adjustments were
necessary. Consequently, Tom Greenwood
and Manjit Dhillon will receive annual
bonus awards equal to 123% and 99%
of salary respectively; this represents
70% and 66% of their maximum bonus
opportunities respectively compared to a
median of 74% for the wider workforce.
In accordance with the Policy to defer
50% of any bonus received above
target, 9% of the Group CEO’s bonus
and 12% of the Group CFO’s bonus will
be deferred in shares for three years.
The 2021 LTIP awards granted to
executives in March 2021 will vest in
March 2024. The Committee considered
the vesting of the 2021 LTIP award in the
round including performance conditions,
relative weightings, the amended targets
disclosed and explained on pages 130-
131 of the 2022 Directors’ Remuneration
Report, performance against those
targets, resulting vesting levels and
resulting vesting value of the award, and
determined that no adjustments were
necessary. The formulaic and final vesting
level of the 2021 LTIP award is 58.5%.
In accordance with the Policy, the
vested portion of the LTIP awards is
subject to a further two-year holding
period for the Executive Directors.
As in previous years, no dividends will be
paid in respect of the financial year ended
31 December 2023, given the Company’s
recent expansion and the opportunity
to invest in the enlarged asset base.
Executive Director remuneration in respect
of the 2024 financial year
Most employees will receive pay increases
based on a number of factors including
individual performance, inflation and
budgeted staff costs. The Company
carefully considers pay rises in relation
to these factors. To retain key personnel,
specific targeted increases have also
been considered for certain employees
below Executive Director level.
Aligned to this framework for wider
workforce increases, the Board has decided
to increase each of the Group CEO and
Group CFO salaries by 3%. This compares to
an average nominal increase of 3.8%1 for the
wider UK workforce. Effective from 1 April
2024, the Group CEO and Group CFO salaries
will be £647,000 and £404,500 respectively.
All other remuneration arrangements
will remain unchanged.
The 2024 annual bonus performance
measures and their weightings are
set out on page 115. The targets are
deemed commercially sensitive and
will therefore be disclosed in full in next
year’s Directors’ Remuneration Report.
The 2024 annual bonus will include
an additional financial performance
measure, Free Cash Flow as defined in
the management cash flow table on page
70. It is a measure of the Company’s
cash flow generation available for capital
providers and/or future investments. The
Committee believes this new measure will
appropriately incentivise the Executive
Directors and the wider workforce to
achieve the Company’s target to be free
cash flow neutral for the 2024 financial year.
Committee membership and attendance
Member Attendance (of 6)
Richard Byrne
6
Sir Samuel Jonah
6
Alison Baker
6
Sally Ashford
6
RICHARD BYRNE
CHAIR, REMUNERATION COMMITTEE
2023 AGM vote to approve:
The Directors’ Remuneration Policy
96.6%
The annual statement by the
Committee Chair and the Directors’
Remuneration Report
81.5%
1 Current view based on an ongoing wider workforce
pay review to be completed in March 2024.
102
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Targets for the 2024 LTIP performance
measures are set out on page 116.
Introduced in 2023, the award includes
an ‘impact scorecard’ based on three
equally weighted, quantifiable measures
aligned to KPIs and targets set out in our
Sustainable Business Strategy, specifically
emissions per tenant (environmental
impact), % female staff (diversity) and
population coverage (digital inclusion).
The other LTIP performance measures
are Adjusted EBITDA per share, ROIC and
relative total shareholder return (TSR)
The 2024 LTIP awards are expected to be
granted during the second quarter of 2024.
After the initial three-year vesting period,
the awards will be subject to a further two-
year holding period for Executive Directors,
resulting in a total vesting and holding period
of five years. Share-based schemes will be
used for bonus deferrals and LTIP awards.
Changes to Non-Executive Director
remuneration
In line with the Policy whereby Independent
Non-Executive Directors are entitled to
additional fees if required to perform
any specific and additional services,
Non-Executive Directors serving on the
Technology Committee, established in
October 2022, received additional fees
from 1 April 2023. Similarly, Non-Executive
Directors serving on the Sustainability
Committee, established in May 2023,
received additional fees from 1 May 2023. The
fees received for serving on these two newly
established Committees are commensurate
with those of the Audit and Remuneration
Committees, reflecting the increased
responsibilities and time commitment
required for these additional services.
In May 2023, Magnus Mandersson was
appointed as Deputy Chair and relinquished
his role as Senior Independent Non-Executive
Director to Alison Baker. Pursuant to these
appointments and with effect from 1 May
2023, Magnus and Alison receive a fee of
£20,400 per annum for their respective roles.
For the 2024 financial year, Non-Executive
Directors’ fees will increase by 3% effective
from 1 April 2024.
Payments to past Directors in 2023
Former CEO and former Non-Executive
Deputy Chair, Kash Pandya, retired and
stood down from the Board during the
financial year ended 31 December 2022.
In accordance with the previous Policy, his
unvested 2021 LTIP award was prorated
to a maximum 383,983 nil-cost options
(from 809,319 initially granted) to reflect
the proportion of the vesting period
elapsed to the end of his notice period,
with unchanged vesting dates. The 2021
LTIP award concluded its performance
period on 31 December 2023 and will vest
in March 2024. In accordance with the
formulaic 58.5% vesting outcome shown
on page 111, Kash will receive 224,646
nil-cost options on the vesting date.
Post vest, the two-year holding period
for LTIP awards continues to apply.
In accordance with the previous Policy, Kash
retained his deferred bonus share awards
following his retirement with unchanged
vesting dates. 50% of the annual bonus
received above target in respect of the
financial year ended 31 December 2020
was deferred in shares for three years.
Kash will receive 22,064 shares when the
deferral period ends in March 2024.
All-employee HT SharingPlan 2023 award
The HT SharingPlan was created
in 2021 pursuant to shareholder
approval of the plan rules, allowing
all employees of Helios Towers Group
companies to share in our success.
During the year, all employees were
granted a 2023 Award, of equal value
and on the same terms regardless of
their position or the country in which
they work. The award has a three-year
vesting period subject to continued
employment and good leaver provisions.
The inaugural 2021 HT SharingPlan
Award will vest during 2024.
Under the Policy, Executive Directors
are not permitted to participate
in the HT SharingPlan.
Engagement with the workforce
During the year, collectively the Group
CEO, Group CFO, Executive Committee
members and several board members
visited all markets, taking the opportunity
to talk to colleagues, and holding
roundtables with each local team to discuss
their plans for growth. Non-Executive
Directors visited operating companies
including DRC, South Africa and Oman.
The Company holds regular Group-wide
town halls, bi-annual strategy days and
OpCo team meetings to maintain regular
engagement with teams and to further
embed its Sustainable Business Strategy.
This year the Company introduced
functional off-site meetings to further
reinforce collaboration across markets,
and leadership training is developing a
pipeline of leaders within the Group and
enhancing overall Company performance.
The women’s mentoring circle was
launched in 2023, with Non-Executive
Directors Alison Baker, Sally Ashford,
Carole Wainaina and Group Director,
People, Organisation and Development,
Doreen Akonor, acting as mentors and
hosting discussions with colleagues on
career and personal development.
In her role as the designated Non-Executive
Director for workforce engagement, Sally
Ashford continued to hold regular ‘Voice
of the Employee’ sessions with senior
management and the wider workforce
in Group and operating companies,
including an engagement session with
new colleagues in Oman. The sessions
involve 1-to-1 meetings with Managing
Directors, Heads of Functions and local
HR to understand positive areas as well
as areas for improvement. Feedback
included strengthening processes and
promoting training which have been
captured in the action plan for 2024.
Sally will continue her workforce
engagement activities during 2024,
including considering wider workforce pay
conditions and remuneration practices.
Engagement with shareholders
In Q1 2023, I wrote to the Company’s pre-
IPO shareholders and its 20 largest post-
IPO active shareholders, setting out and
requesting feedback on the Committee’s
intentions including with regards to the
Remuneration Policy, exercising discretion
to adjust 2020 LTIP vesting levels, amending
2021 LTIP target ranges, and increases to
Non-Executive Director fees which had
remained unchanged since the inaugural
Policy was approved at the 2020 AGM.
In total, shareholders representing more
than 80% of the Company’s shareholder
base were contacted. Upon request,
Iconsulted with individual shareholders
to respond to questions, provide further
clarification and take heed of their views.
The communication to shareholders was also
shared with several prominent shareholder
proxy advisors and comments received were
taken into consideration by the Committee.
The 2023 Directors’ Remuneration Report
will be subject to an advisory vote at
the AGM to be held on 25 April 2024.
We believe that our remuneration
approach continues to align their
interests with those of our shareholders,
colleagues and wider stakeholders.
We remain committed to considering
the views of all our shareholders
and we welcome any comments
you may have on this report.
Richard Byrne
Chair, Remuneration Committee
Financial StatementsGovernance ReportStrategic Report
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and Financial Statements 2023
Directors’ Remuneration Report continued
At a glance
2023 highlights
Key objectives of approach to remuneration
Executive Directors’ remuneration in 2023
Further details regarding remuneration in respect of 2023 are disclosed on pages 109-114.
Overview of quantum
The following table sets out the base salary, benefits, pension, annual bonus and vesting
LTIPs received by the Executive Directors in respect of the financial year ended 31 December
2023. The 2021 LTIP award concluded its performance period on 31 December 2023 and will
vest in March 2024. The formulaic and final vesting level of the 2021 LTIP award is 58.5%. In
accordance with the Policy, the vested portion of awards is subject to a further two-year
holding period for the Executive Directors.
Base salary
£’000
Benefits
£’000
Pension
£’000
Annual
bonus
£’000
2021
LTIP award
£’000
1
Total
£’000
Tom Greenwood, Group CEO 621 50 56 770 176 1,673
Manjit Dhillon, Group CFO 388 8 35 387 140 958
2023 LTIP award grant
The Group CEO and Group CFO were granted LTIP awards in respect of the 2023 financial
year, equal to 200% and 150% of salary respectively. The performance measures of Adjusted
EBITDA per share (30% weighting), ROIC (30% weighting), relative TSR (20% weighting) and
impact scorecard (20% weighting) are assessed over the three-year period from 1 January
2023 to 31 December 2025. After the initial three-year vesting period, the awards are subject
to a further two-year holding period for Executive Directors, resulting in a total vesting and
holding period of five years.
Executive Directors’ shareholding
as of 31 December 2023
Shareholding requirement % of base
salary Shareholding % of base salary
Tom Greenwood, Group CEO 200% 744%
Manjit Dhillon, Group CFO 150% 63%
Manjit Dhillon was appointed Group CFO on 1 January 2021 and, under the Policy, has five
years to attain the shareholding requirement. He held shares with a value equivalent to 63%
of salary as of 31 December 2023. However, Manjit has the right under the shareholding
requirement policy to sell a portion of these shares in the future because they were obtained
prior to his appointment as Group CFO.
Payments to past Directors
Kash Pandya, former CEO and former Non-Executive Deputy Chair, retired and stood down
from the Board in 2022. His prorated 2021 LTIP award will vest in March 2024 with the
formulaic 58.5% vesting outcome shown on page 111. Kash will receive 224,646 nil-cost
options with a value of £161k
1
on the vesting date. Post vest, the two-year holding period for
LTIP awards continues to apply.
In accordance with the Policy, Kash retained his deferred bonus share awards following his
retirement with unchanged vesting dates. In relation to the 2020 annual bonus, Kash will
receive 22,064 shares with a value of £16k
1
when the deferral period ends in March 2024.
Revenue
$721m
+
29%
Tenancies
26,925
+10%
Sites
14,097
+4%
ROIC
12.0%
+
1.7ppt
Portfolio free cash flow
$268m
+
33%
Adjusted EBITDA
$370m
+
31%
Market competitive to attract
and retain talent
Performance-linked
incentives
Encourage
outperformance
Align with shareholder
interests
Align with UK corporate
governance practices
Support sustainable
growth
1 Calculated based on the Company’s average closing share price on the London Stock Exchange during the fourth
quarter of 2023 (£0.71475). No portion of the estimated value is attributable to share price appreciation from the grant
date to the end of the performance period.
104
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Application of the Remuneration Policy in 2024
Further details of the application of the Policy in 2024 are disclosed on pages 115–117.
Overview of quantum
Base salary
Pension
% of base
salary
Annual bonus
1
maximum
% of base
salary
LTIP
maximum
% of base
salary
before 1 April
2024
£’000
from 1 April
2024
£’000
Tom Greenwood, Group CEO 628.0 647.0 9% 175% 200%
Manjit Dhillon, Group CFO 392.5 404.5 9% 150% 150%
1 The annual bonus will be calculated using base salary from 1 April 2024, aligned with the practice applied to the wider
workforce.
ROIC
30%
Targets:
8%–14%
FY26
Adjusted EBITDA per share
30%
Targets:
8%–14%
3-year CAGR FY23–FY26
Impact scorecard based on
three equally weighted ESG measures
20%
Targets:
Emissions per tenant: (7%)–(17%)
% female staff: 28%–32%
Population coverage: 2.5%–6.0% CAGR
Relative TSR
20%
Targets:
Median-upper quartile performance
measured from Q4 2023–Q4 2026
2024 LTIP operation
Performance measures are assessed over a three-year period with the following threshold
(25%) vesting to maximum (100%) vesting ranges.
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 from vesting, and malus applied at any
time prior to vesting.
Free cash flow
Financial
10%
Portfolio free cash flow
Financial
20%
Adjusted EBITDA
Financial
50%
International standards
Non-Financial
5%
Strategic projects
Non-Financial
7.5%
Network performance
Non-Financial
7.5%
2024 annual bonus operation
Performance measures and weightings:
The targets, and performance against them, will be fully disclosed in next year’s Directors’
Remuneration Report.
50% of any bonus amounts in excess of target performance levels will be deferred in shares
with a three-year vesting period.
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105
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Summary of the Directors’ Remuneration Policy
The current Policy is set out in detail on pages
114–122 of the 2022 Annual Report and was
approved at our AGM in April 2023, with ‘votes for’
representing 96.6% of total votes cast.
The Policy was prepared in accordance with the
Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as
amended) (the Regulations), and based on the
principles that:
– remuneration should be competitive with the
market, but above-market pay should only be
earned for outperformance against the market;
– remuneration should be sufficient to attract and
retain talent in the event of the departure of an
Executive Director; and
– the design of remuneration should follow similar
principles and governance to other FTSE
companies.
The Company is committed to achieving high
standards of corporate governance. Therefore, the
principles of the UK Corporate Governance Code
2018 (the Code) were taken into consideration when
developing the Policy. In particular, the Committee
believes the Policy is:
– simple, being in line with standard market practice
for a UK-listed company;
– clear to both participants and shareholders;
– risk-aligned through features such as malus and
clawback provisions and the Committee’s ability
to overrule formulaic incentive outcomes;
– ensuring a significant proportion of Executive
Directors’ pay is based on overall corporate
performance, and particularly long-term
performance;
– aligned to the culture and business strategy of
Helios Towers, by using appropriate performance
measures; and
– predictable through governing the minimum and
maximum opportunities for the Executive
Directors in relation to their annual bonuses and
LTIP awards, providing clearly defined limits.
The Policy is intended to apply for three years,
although the Company can choose to bring a new
policy to a vote before the end of this period.
Policy item Policy and operation Maximum (% base salary) Performance measures
Salary – Broadly aligned to the median of the market
benchmark
– Reviewed annually
– None – None
Benefits – Market-competitive benefits including life and
medical insurance
– Relocation allowances may be offered where
appropriate
– None – None
Pension – 9% of base salary
– In line with wider workforce contributions
– None – None
Annual Bonus – Target for Group CEO: 100% of base salary
– Target for other Executive Directors: 75% of base
salary
– Deferral in shares of 50% of any bonus awarded
for above-target performance
– Malus and clawback provisions apply
– Group CEO: 175%
– Other Executive
Directors: 150%
– At least 75% assessed against
financial measures
– Linear payout between threshold
(0% payout) and target, and
target and maximum
Long-Term
Incentive Plan
– Granted annually
– Three-year vesting period
– Two-year holding period post vest
– Performance conditions apply
– Committee discretion to adjust vesting levels,
consulting shareholders where appropriate
– Malus and clawback provisions apply
– Group CEO: 200%
– Other Executive
Directors: 150%
– Financial, shareholder return and
strategic performance targets
– Straight line vesting between
threshold (25% vest) and
maximum
– 2024 measures are Adjusted
EBITDA per share, ROIC, relative
TSR, impact scorecard
Shareholding
requirement
– Group CEO: 200% of base salary
– Other Executive Directors: 150% of base salary
– 5 years to obtain the shareholding requirement
– Retention of vested share awards expected until
achieved
– Two-year post-cessation requirement
– None – None
Non-Executive
Directors
– Annual base fee
– Further fees for additional roles, responsibilities
and/or services
– No participation in incentive or share schemes
– No pension entitlement
– Must not exceed the
limit prescribed
within the
Company’s Articles
of Association
– None
106
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
ANNUAL REPORT ON REMUNERATION
This section of the report provides details of the Directors’ remuneration for the financial year
ending 31 December 2023 and how we propose to apply the Policy in 2024. This full
Directors’ Remuneration Report will be subject to an advisory vote at the AGM to be held on
25 April 2024.
The views of shareholders and their advisory bodies are also central to our thinking. We are
committed to open dialogue with our shareholders and hope that the level of disclosure we
provide here fully explains the Committee’s decisions.
Remuneration Committee
Roles and responsibilities
The role of the Committee is to assist the Board in determining its responsibilities in relation
to remuneration, including:
– establishing a formal and transparent procedure for developing executive remuneration
policy;
– making recommendations to the Board on policy, including setting the overarching
principles, parameters and governance framework of the Group’s Remuneration Policy;
– aligning the approach to remuneration throughout the Company with long-term
sustainable success;
– determining the individual remuneration and benefits package of each Executive Director
and certain senior executives, including the Company Secretary;
– setting the remuneration for the Company Chair;
– reviewing wider workforce remuneration policies and practices when determining the
approach for executives;
– reviewing and approving the design of performance-related pay schemes; and
– ensuring compliance with the Code in relation to remuneration.
The Committee meets at least three times a year and has formal terms of reference which
can be viewed on the Company’s website. Committee attendance during 2023 is set out on
pages 88 and 102.
Membership
The Board considers the Group to be in compliance with the Code requirements relating to
Committee composition and roles; specifically, 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 12 September 2019
Alison Baker 12 September 2019
Sally Ashford 15 June 2020
Aligning remuneration with Company strategy
Our approach to remuneration is designed to balance short-term goals with long-term
ambitions to deliver the Company’s strategy and create value for shareholders. To help the
Board and the Executive Leadership Team assess delivery against this strategy, we track
progress against a number of KPIs and Alternative Performance Measures – see pages 21 and
64–66.
We include several of these indicators as performance measures in assessing bonus and LTIP
awards. This helps align the focus of Executive Directors with the interests of our
shareholders, and makes it clear to all stakeholders the relationship between success against
our strategy and the remuneration paid.
All employees with at least three months’ service are eligible to receive an annual bonus,
prorated to their time of service during the year and based on Company and individual
performance. Its purpose is to reward activities that drive 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, portfolio free cash flow and free
cash flow;
– customer service: network performance;
– strategic initiatives: strategic projects; and
– international standards: quality, environment, health and safety, anti-bribery and
information security management systems.
Achieving our near-term objectives sets the foundation for attaining our longer-term growth
strategy, generating the funds for us to invest further in our existing markets and pursue
opportunities in new markets.
We grant LTIP awards to Executive Directors and other selected senior executives and key
personnel to retain and incentivise them to deliver the longer-term business plan and
sustainable long-term returns for shareholders.
The four LTIP performance conditions selected to incentivise value creation, profitable
growth and sustainability are:
– Adjusted EBITDA per share: measures underlying operating performance on a per share
basis;
– Return on invested capital: evaluates asset efficiency and the effectiveness of the Group’s
capital allocation;
– Relative total shareholder return: a market-based measure to assess the relative value
created for our shareholders; and
– Impact scorecard: to ensure that long-term incentives are aligned to the initiatives and
targets of our Sustainable Business Strategy.
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107
Helios Towers plc Annual Report
and Financial Statements 2023
While the impact scorecard comprises specific ESG measures, we believe the financial
measures adopted for the LTIP are themselves inherently focused on performance against
our Sustainable Business Strategy. Building telecommunications infrastructure and
promoting infrastructure-sharing are central to our business model, creating sustainable
value by increasing network access and population coverage while minimising the cost,
waste, environmental impact and carbon footprint of duplicated communications networks.
In turn, this provides growth and operating leverage that drives Adjusted EBITDA, portfolio
free cash flow, free cash flow and ROIC.
Award Performance measure
Customer
Service
Excellence
People and
Business
Excellence
Sustainable
Value
Creation
Annual bonus Adjusted EBITDA
1
Portfolio free cash flow
1
Free cash flow
2
Network performance
Strategic projects
International standards
LTIP Adjusted EBITDA
1
per share
ROIC
1
Relative TSR
Impact scorecard
1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Introduced for the 2024 bonus; further details found on page 115.
To maintain the alignment of remuneration with both strategy and shareholder interests over
time, the Committee will assess and adjust performance conditions as and when appropriate.
Main activities
The Committee met six times during the year. The agenda items discussed at these meetings
included:
– the new Policy approved by shareholders at the 2023 AGM;
– the 2022 Directors’ Remuneration Report;
– salary increases for the Executive Directors and the wider workforce;
– 2022 annual bonus performance outcomes;
– 2020 LTIP vesting performance outcomes;
– 2023 annual bonus performance measures and targets;
– 2023 LTIP performance measures and targets;
– all-employee HT SharingPlan awards granted during 2023; and
– advisory fees.
Statement on shareholder voting
The following table details the results of the shareholder votes for (i) the approvals for the
Directors’ Remuneration Report for the year ended 31 December 2022 and the Directors’
Remuneration Policy at the 2023 AGM, held on 27 April 2023, and (ii) the all-employee share
plans approved by shareholders at the 2021 AGM, held on 15 April 2021.
Resolution Votes for Votes against
% of issued
share capital
voted Votes withheld
2023 AGM
To approve the annual statement by
the Chair of the Remuneration
Committee and the Directors’
Remuneration Report for the year
ended 31 December 2022
659,273,295
81.5%
150,141,735
18.5%
77.1% 130,388,056
2023 AGM
To approve the Directors’
Remuneration Policy
832,070,477
96.6%
29,541,780
3.4%
82.0% 78,190,829
2021 AGM
To approve the HT Global Share
Purchase Plan
598,307,058
100.0%
646
0.0%
59.8% –
2021 AGM
To approve the HT UK Share
Purchase Plan
598,307,058
100.0%
646
0.0%
59.8% –
Details of service contracts and letters of appointment
The following table shows the current service contracts and terms of appointment for the
Executive Directors.
Executive Director Title
Effective date of
contract
Notice period from
Company
Notice period from
Director
Tom Greenwood Group CEO 12 Sep 2019 12 months 12 months
Manjit Dhillon Group CFO 1 Jan 2021 12 months 12 months
The Chair and Non-Executive Directors receive letters of appointment. All Non-Executive
Directors’ appointments and subsequent reappointments are subject to annual re-election at
the AGM. Dates of the Directors’ letters of appointment are set out in the following table.
Non-Executive Director Position/role
Date of
appointment
Notice
period
Sir Samuel Jonah Chair of the Board 12 Sep 2019 3 months
Magnus Mandersson Deputy Chair 12 Sep 2019 3 months
Alison Baker Senior Independent Non-Executive Director 12 Sep 2019 3 months
Richard Byrne Independent Non-Executive Director 12 Sep 2019 3 months
Sally Ashford Independent Non-Executive Director 15 Jun 2020 3 months
Carole Wainaina Independent Non-Executive Director 13 Aug 2020 3 months
Temitope Lawani Non-Executive Director 12 Sep 2019 3 months
Helis Zulijani-Boye Non-Executive Director 9 Mar 2022 3 months
The service contracts for the Executive Directors, and terms and conditions of appointment
for Non-Executive Directors, are available for inspection by the public at the registered office
of the Company.
Directors’ Remuneration Report continued
108
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Remuneration in 2023
As required by the Regulations, statutory figures for Helios Towers plc are reported for the financial years ended 31 December 2022 and 2023.
As disclosed in the 2022 Annual Report, the Group CEO and Group CFO base salaries were increased by 4.7% on 1 April 2023, compared to a median nominal increase of 9.0% for the wider
workforce across all markets. The Executive Directors’ other remuneration arrangements remained unchanged and aligned to the Policy.
The 2021 LTIP award, granted in March 2021, concluded its performance period on 31 December 2023. As a result, this award will vest in March 2024.
The Committee deemed the new Group CEO and Group CFO salary levels to be fair and appropriate with consideration to individual and Company performance, market levels, and increases
to wider workforce pay in the then prevailing environment of high inflation and rising cost of living.
The following tables show the information mandated by the Remuneration Reporting Requirements for the financial years ended 31 December 2023 and 31 December 2022.
Statutory single figure table for the Executive Directors (audited)
Name Role
Base salary
£’000
Taxable benefits
1
£’000
Other benefits
1
£’000
Pension
2
£’000
Fixed
remuneration
£’000
Annual bonus
£’000
LTIP vesting
£’000
Variable
remuneration
£’000
Total
remuneration
£’000
Tom Greenwood Group CEO
2023 621 38 11 56 727 770 176
3
946 1,673
2022
4
548 35
5
9 49 640 504 275
6
779 1,419
Manjit Dhillon Group CFO
2023 388 1 7 35 431 387 140
3
527 958
2022 369 1 7 33 410 281 55
6
336 746
1 Taxable benefits received by Tom Greenwood in 2023 were worldwide medical insurance (excluding the US) and personal accident and illness insurance; Manjit Dhillon received gym membership and cycle-to-work benefits. The other benefit
received by the Executive Directors was life insurance cover equal to 4x base salary. The most significant benefit received was medical insurance, representing 73% of taxable benefits and 50% of total benefits received.
2 The Executive Directors received a pension contribution equal to 9% of base salary, in line with the wider workforce. No Executive Director has a prospective defined benefit entitlement.
3 The 2021 LTIP award concluded its performance period on 31 December 2023 and is scheduled to vest in March 2024. The values presented are calculated based on the Company’s average closing share price on the London Stock Exchange during
the fourth quarter of 2023 (£0.71475). No portion of the estimated value is attributable to share price appreciation from the grant date to the end of the performance period.
4 Tom Greenwood was appointed Group CEO on 28 April 2022 from his previous Board role as Group COO. The 2022 remuneration figures reflect Tom’s remuneration from both roles during the financial year ended 31 December 2022. Former Group
CEO and Non-Executive Deputy Chairman, Kash Pandya, retired and stood down from the Board in August 2022. His prorated total remuneration for the financial year ended 31 December 2022 was £865k, comprised of £402k base salary, £36k
benefits, £35k pension and £392k prorated annual bonus.
5 Restated from the previously reported figure of £26k. The restated figure includes personal accident and illness insurance.
6 The 2020 LTIP award concluded its performance period on 31 December 2022 and vested on 24 March 2023. The estimated values presented in the 2022 Annual Report were based on the average closing share price on the London Stock
Exchange during the fourth quarter of 2022 (£1.12289). The actual values shown in the single figure table above are based on the opening share price on the London Stock Exchange on the vesting date (£1.034) and are 7.9% lower than the
estimates previously disclosed; (£1.034/£1.12289)–1 = -7.9%.
Annual bonus
The Policy was applied to setting the threshold, target and maximum awards for the Executive Directors for the 2023 annual bonus scheme. The maximum bonus opportunities for the CEO
and CFO were 175% and 150% of base salary respectively, as applicable from 1 April 2023.
Name Role
Threshold performance
% of salary
Target performance
% of salary
Maximum performance
% of salary
Tom Greenwood Group CEO 0%
(£0)
100%
(£628k)
175%
(£1,099k)
Manjit Dhillon Group CFO 0%
(£0)
75%
(£294k)
150%
(£589k)
The performance conditions for the 2023 annual bonus scheme were set in Q1 2023 and based on achievement against Adjusted EBITDA, portfolio free cash flow, network performance,
strategic projects and international standards targets.
The Committee considered the 2023 annual bonus scheme in the round, including performance conditions, relative weightings, targets, value of award, performance against targets and
resulting levels of award and determined that no discretion be applied to the formulaic outcomes.
Tom Greenwood and Manjit Dhillon will receive annual bonuses equal to 122.7% and 98.7% of their salaries as of 1 April 2023 respectively. This represents 70.1% and 65.8% of their maximum
bonus opportunities respectively compared to a median of 74.0% for the wider workforce.
Financial StatementsGovernance ReportStrategic Report
109
Helios Towers plc Annual Report
and Financial Statements 2023
We detail the bonus targets and achievement against them in the following table.
Performance measure Weighting Threshold Target Maximum Actual
Group CEO bonus
% of base salary
Group CFO bonus
% of base salary
Adjusted EBITDA
1
(US$ millions) 50% 306.9 361.1 415.3 369.9 56.1% 43.6%
Portfolio free cash flow
1
(US$ millions) 30% 210.0 247.0 284.1 268.2 42.9% 35.4%
Network performance
2
7.5% 90% 95% 100% 97.4% 10.2% 8.3%
Strategic projects
3
(a) Remote monitoring systems (RMS) installed and transmitting data
(b) RMS connectivity
(c) Tenant load positions captured
(d) Fuel tank sizes recorded and fuel probes installed and calibrated
7.5%
1.875%
1.875%
1.875%
1.875%
4,667
80%
80%
80%
5,833
90%
90%
90%
7,000
100%
100%
100%
7,019
87.9%
75.0%
74.9%
4.8%
3.3%
1.5%
0.0%
0.0%
3.9%
2.8%
1.1%
0.0%
0.0%
International standards
4
5% 0 accreditations
retained
n/a 4 accreditations
retained
4 accreditations
retained
8.8% 7.5%
Formulaic bonus outcome
– % of base salary 122.7% 98.7%
– % of maximum opportunity 70.1% 65.8%
1 Defined in the Alternative Performance Measures section on pages 64–66. Linear increase between Threshold and Target, and between Target and Maximum.
2 Based on compliance with each service level agreement (SLA) with all customers across our operating subsidiaries. Each SLA is measured monthly throughout the year. The performance targets are as follows:
– Customer SLAs are met or exceeded for 90% or less of measurements: no award (Threshold);
– Customer SLAs are met or exceeded for 90–95% of measurements: linear increase between Threshold and Target; and
– Customer SLAs are met or exceeded for 95–100% of measurements: linear increase between Target and Maximum.
3 Based on the implementation of RMS on sites to monitor and control power systems. The performance measure comprises four independently assessed elements with linear payouts between Threshold and Target, and Target and Maximum:
(a) The number of RMS installed on sites at year-end that are transmitting a minimum level of daily data points;
(b) The daily connectivity of RMS throughout the year or, if installed during the year, since installation;
(c) The percentage of the sites achieved in (a) with tenant load data captured; and
(d) The percentage of the sites achieved in (a) with generators that have fuel probes installed and calibrated.
4 The performance criteria for international standards was based on the retention of Group-wide accreditations (ISO 9001, ISO 14001, ISO 37001 and ISO 45001):
– No accreditations retained: no award.
– One accreditation retained: 25% of target. 1.25% of salary for the Group CEO; 0.9375% of salary for the Group CFO.
– Two accreditations retained: 50% of target. 2.5% of salary for the Group CEO; 1.875% of salary for the Group CFO.
– Three accreditations retained: 75% of target. 3.75% of salary for the Group CEO; 2.8125% of salary for the Group CFO.
– Four accreditations retained: Maximum. 8.75% of salary for the Group CEO; 7.5% of salary for the Group CFO.
The Committee is aware that some shareholders and proxy agencies expressed a view during the Covid-19 pandemic 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 2023 given the current opportunity to invest and grow the business. Therefore, the
Committee did not consider it appropriate to adjust the annual bonus outcome on that basis.
In March 2024, the Committee approved the payment of the 2023 annual bonuses. In accordance with the Policy to defer 50% of any bonus received above target, 9.2% of the Group CEO’s
bonus and 12.0% of the Group CFO’s bonus will be deferred in shares for three years.
Directors’ Remuneration Report continued
110
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Long-Term Incentive Plan awards vesting
The 2021 LTIP award, granted in March 2021, concluded its performance period on 31 December 2023. As a result, this award will vest in March 2024.
This 2021 award is subject to three equally weighted performance conditions: Adjusted EBITDA per share, ROIC and relative TSR. The amended threshold, target and maximum performance
targets, as well as the reasons for the Committee’s decision to amend the targets, were disclosed last year on pages 110, 128 and 130–131 of the 2022 Annual Report.
The Committee considered the vesting of the 2021 LTIP award in the round including performance conditions, relative weightings, targets, performance against targets, resulting vesting
levels and resulting vesting value of the award and determined that no discretion would be applied to the formulaic outcomes.
The 2021 LTIP targets, achievement against them and the formulaic vesting outcome are detailed in the following table.
Performance measure Weighting Threshold 25% vesting Target Maximum 100% vesting Actual
Vesting outcome
% of performance measure
Vesting outcome
% of initial LTIP grant
Adjusted EBITDA
1
per share
3-year CAGR FY20–FY23
33.3% 8% Straight line vesting
between threshold and
maximum.
14% 15.8%
2
100.0% 33.3%
ROIC
1
% in FY23 33.3% 8% Straight line vesting
between threshold and
maximum.
14% 12.0%
3
75.5% 25.2%
Relative TSR
4
33.3% Median TSR
of the peer group
(61 of 121)
Straight line vesting
between threshold and
maximum.
Ranked in upper quartile
of the peer group
(31 of 121)
109 of 121 0.0% 0.0%
Formulaic vesting outcome % of
initial grant
58.5%
1 Defined in the Alternative Performance Measures section on pages 64–66.
2 CAGR calculated using (i) FY20 Adjusted EBITDA per share of US$0.2272 based on US$226.6 million Adjusted EBITDA and 997.5 million weighted average basic shares outstanding, and (ii) FY23 Adjusted EBITDA per share of US$0.3528 based on
US$369.9 million Adjusted EBITDA and 1,048.5 million weighted average basic shares outstanding.
3 Calculated in the Alternative Performance Measures section on page 66.
4 Helios Towers plc’s TSR relative to the FTSE 250 Index, excluding financial services and investment trusts, based on the average TSR over the three-months immediately prior to the start and end of the performance period.
The formulaic 58.5% vesting outcome as set out above compares to a vesting outcome of 52.5% based on the initial targets upon grant, which were amended to reflect the impact of
acquisitions and disclosed in the 2022 Directors Remuneration Report (page 131 of the 2022 Annual Report).
The following table shows the number of options granted, forfeited and vested in respect of the 2021 LTIP award for the Group CEO and the Group CFO. Per the previous Policy, the vested
awards are subject to a two-year holding period post vest.
Name Role
Number of nil-cost
options granted
Number of nil-cost
options forfeited
Number of nil-cost
options prior to vest
Proportion of nil-cost
options vesting
Number of nil-cost
options vesting
Value of nil-cost
options vesting
1
£’000
Tom Greenwood
2
Group CEO 421,254 – 421,254 58.5% 246,451 176
Manjit Dhillon Group CFO 335,089 – 335,089 58.5% 196,041 140
1 The 2021 LTIP award is scheduled to vest in March 2024. The values presented are calculated based on the Company’s average closing share price on the London Stock Exchange during the fourth quarter of 2023 (£0.71475). No portion of the
estimated value is attributable to share price appreciation from the grant date to the end of the performance period.
2 Tom Greenwood was granted his 2021 LTIP award in his previous role as Group COO.
Deferred bonus share awards vesting
In accordance with the previous Policy, 50% of the annual bonus received above target in respect of the financial year ended 31 December 2020 was deferred in shares for three years. As a
result, Tom Greenwood will receive 14,519 shares when the deferral period ends in March 2024.
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Scheme interests awarded in the year (audited)
2023 LTIP award grants
In May 2023, the 2023 LTIP awards were granted to Executive Directors and other selected senior 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 2023 financial year are 200% of salary for the Group CEO and 150% of salary for the Group CFO.
The quantum awarded to employees below Board level is based on an appropriate cascade. The values of the awards granted to the Executive Directors are detailed in the following table.
Name Role Award type
Base salary
£’000
Face value of 2023 LTIP award
Nil-cost options
granted
1
% of base salary £’000
Tom Greenwood Group CEO Conditional 628.0 200% 1,256.0 1,118,543
Manjit Dhillon Group CFO Conditional 392.5 150% 588.8 524,317
1 Calculated using a reference share price of £1.12289, equal to the arithmetic average of the closing prices on the London Stock Exchange during fourth quarter of 2022.
The 2023 LTIP awards are expected to vest in March 2026, subject to performance conditions measured over a three-year period from 1 January 2023 to 31 December 2025. Each
performance condition for the LTIP is assessed independently. In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard comprising quantifiable performance
measures was introduced to align long-term incentives with the Company’s Sustainable Business Strategy. The scorecard incorporates three equally weighted performance targets related
todigital inclusion (see pages 22–24), environmental impact (see pages 25–29) and diversity (see pages 30–33).
In accordance with the Policy, awards are subject to a two-year holding period post vest, making a five-year vesting and holding period in total. Malus and clawback apply.
The 2023 LTIP award performance conditions and targets are set out in the following table.
Performance measure Purpose Definition Weighting Threshold 25% vesting Target Maximum 100% vesting
Adjusted EBITDA
1
per
share 3-year CAGR
FY22–FY25
Measure of profitability Adjusted EBITDA on a per share basis. 30% 8% Straight-line vesting
between threshold and
maximum.
14%
ROIC
1
% in FY25 Measure of efficiency ROIC is calculated as annualised portfolio
free cash flow divided by invested capital.
30% 8% Straight-line vesting
between threshold and
maximum.
14%
Relative TSR Measure of shareholder
value creation
Helios Towers plc’s TSR relative to the FTSE
250 Index, excluding financial services and
investment trusts, based on the average
TSR over a three-month period immediately
prior to the start and end of the
performance period.
20% At least the median
of the peer group
Straight-line vesting
between threshold and
maximum.
Ranked in upper
quartile of the peer
group
Impact scorecard Measure of progress against
targets included in the
Company’s Sustainable
Business Strategy
Scorecard components:
– Environment: emissions per tenant
2
– Diversity: % female staff
– Digital inclusion: Population coverage
4
20%
6.7%
6.7%
6.7%
(7%)
28%
+2.5% CAGR
Straight-line vesting
between threshold and
maximum.
(17%)
3
32%
+6% CAGR
1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Reduction from 2022 levels.
3 Correction to previous disclosure: the emissions per tenant maximum 100% vesting target of -17% reflects the maximum target approved by the Committee in March 2023 prior to the publication of the 2022 Annual Report and the grant of the 2023
LTIP award. The corrected maximum target is more stretching than the -12% maximum target previously disclosed on pages 112 and 134 of the 2022 Annual Report. Vesting continues to be on a straight-line basis between threshold and maximum,
making the corrected range more challenging for LTIP participants than previously disclosed.
4 Increase from 2022 levels.
2022 annual bonus deferral
As reported in 2022 Directors’ Remuneration Report and in accordance with the Policy to defer 50% of any bonus received above target, since the 2022 bonus outcomes for the Executive
Directors were below target, the 2022 bonuses awarded to the Group CEO, Group CFO and former CEO were paid in cash with no deferral in shares.
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Directors’ Remuneration Report continued
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 2023.
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 years ended 31 December 2023 and 31 December 2022.
As disclosed on page 135 of the 2022 Annual Report, Non-Executive Director fees increased by 20% with effect from 1 April 2023. This was the first fee increase since the inaugural Policy was
approved at the AGM in April 2020 and reflects the increased time commitment that the Chair and Non-Executive Directors are being asked to dedicate to the Company due to the rise in
governance demands, and as a result of the increased scale of the business following our expansion into four new markets during the past three years.
The Chair of the Board only receives an annual fee (i.e. no additional fees for serving on Committees).
In line with the Policy whereby Independent Non-Executive Directors are entitled to additional fees if they are required to perform any specific and additional services, Non-Executive
Directors serving on the Technology Committee, established in October 2022, received additional fees from 1 April 2023. Similarly, Non-Executive Directors serving on the Sustainability
Committee, established in May 2023, received additional fees from 1 May 2023. Additional fees received for serving on these two newly established Committees are commensurate with those
received for serving on the Audit and Remuneration Committees, reflecting the increased responsibilities and time commitment required for these additional services. Directors do not
receive fees for serving on the Nomination Committee.
In May 2023, Magnus Mandersson was appointed as Deputy Chair and relinquished his role as Senior Independent Non-Executive Director to Alison Baker. Pursuant to these appointments
and with effect from 1 May 2023, Magnus and Alison receive an additional annual fee equal to £20,400 for these roles. Unchanged from previous years, Sally Ashford received an annual fee of
£17,000 for her role as the designated Non-Executive Director for workforce engagement.
Non-Executive Directors representing certain legacy institutional shareholders do not receive fees.
Name Board position/role Committee Chair Committee Member
2023 2022
Fixed
fees
£’000
Benefits
1
£’000
Total
fees
£’000
Fixed
fees
£’000
Benefits
1
£’000
Total
fees
£’000
Sir Samuel Jonah Chair Nomination Remuneration 276.0 – 276.0 240.0 – 240.0
Magnus Mandersson Deputy Chair
2
Technology
3
Audit, Nomination 113.6 – 113.6 85.5 – 85.5
Alison Baker Senior Independent Non-Executive Director
2
Audit Remuneration 111.9 – 111.9 85.5 – 85.5
Richard Byrne Independent Non-Executive Director Remuneration Audit, Technology
3
106.0 – 106.0 85.5 – 85.5
Sally Ashford
4
Independent Non-Executive Director Remuneration, Sustainability
3
, Nomination 102.6 – 102.6 85.5 – 85.5
Carole Wamuyu Wainaina Independent Non-Executive Director Sustainability
3
Audit, Nomination 92.4 – 92.4 68.5 – 68.5
Temitope Lawani Non-Executive Director Nomination – – – – – –
Helis Zulijani-Boye
5
Non-Executive Director Technology
3
– – – – – –
1 No taxable benefits were paid to the Non-Executive Directors during the year.
2 New role effective from 1 May 2023.
3 Newly established Committee positions for which Independent Non-Executive Directors received additional fees in 2023.
4 Sally Ashford’s figures include an annual fee of £17,000 per year for her role as the designated Non-Executive Director for workforce engagement.
5 On 9 March 2022, Helis Zulijani-Boye, a Managing Director of Newlight Partners LP, was appointed as a Non-Executive Director replacing David Wassong who resigned from the Board. David Wassong did not receive any fees while serving as a
Non-Executive Director.
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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 2023. There have been no changes in the Directors’
shareholdings and share interests between 31 December 2023 and the publication of this report.
To ensure close alignment with shareholder interests, the shareholding requirements for the Group CEO and Group CFO are 200% and 150% of salary respectively. The Group CEO met this
requirement as of 31 December 2023, holding 744% of salary
1
. The Group CFO assumed his role on 1 January 2021 and, under the Policy, has five years to attain the shareholding requirement.
As of 31 December 2023, the Group CFO held shares with a value equivalent to 63% of salary
1
; however, he has the right to sell the majority of these shares under the shareholding
requirement policy (other than deferred bonus shares and vested options subject to performance) because they were attained prior to his appointment as Group CFO.
1 Calculated as the sum of shares held outright, deferred bonus shares, legacy incentive plan options and vested options subject to performance, multiplied by the closing price on the London Stock Exchange on 31 December 2023 (£0.89) and
divided by base salary.
Director Shares owned outright
Deferred bonus shares
1
(unvested)
Legacy incentive plan options
2
(vested)
Options subject to performance
3
(vested)
Options subject to performance
4
(unvested)
Total interest
(shares and options)
Executive Directors
Tom Greenwood, Group CEO 4,951,494 31,096 – 265,526 2,283,218 7,531,334
Manjit Dhillon, Group CFO 160,825 13,187 49,653 53,304 1,207,884 1,484,853
Non-Executive Directors
Sir Samuel Jonah – – – – – –
Magnus Mandersson – – – – – –
Alison Baker 45,578 – – – – 45,578
Richard Byrne 782,286 – – – – 782,286
Sally Ashford – – – – – –
Carole Wamuyu Wainaina – – – – – –
Temitope Lawani – – – – – –
Helis Zulijani-Boye – – – – – –
1 50% of any bonuses awarded for above-target performance are deferred in shares for three years.
2 Legacy incentive plan nil-cost options that have vested and are exercisable.
3 Nil-cost options received from vested LTIP awards.
4 The 2021, 2022 and 2023 LTIP awards granted in March 2021, April 2022 and May 2023 respectively.
Payments to past Directors (audited)
Kash Pandya, former CEO and former Non-Executive Deputy Chair, retired and stood down from the Board during the financial year ended 31 December 2022. In accordance with the
previous Policy, his unvested 2021 LTIP award was prorated to a maximum 383,983 nil-cost options (from 809,319 initially granted) to reflect the proportion of the vesting period elapsed to
the end of his notice period, with unchanged vesting dates. The 2021 LTIP award concluded its performance period on 31 December 2023 and will vest in March 2024. In accordance with the
formulaic 58.5% vesting outcome shown on page 111, Kash will receive 224,646 nil-cost options on the vesting date with an estimated value of £161k
1
. Post vest, the two-year holding period for
LTIP awards continues to apply.
In accordance with the previous Policy, Kash retained his deferred bonus share awards following his retirement with unchanged vesting dates. 50% of the annual bonus received above target
in respect of the financial year ended 31 December 2020 was deferred in shares for three years. As a result, Kash will receive 22,064 shares with a value of £16k
1
when the deferral period ends
in March 2024.
1 Estimated based on the Company’s average closing share price on the London Stock Exchange during the fourth quarter of the 2023 financial year (£0.71475).
Payments for loss of office (audited)
There were no payments for loss of office during the financial year ended 31 December 2023 (2022: £929k
1
).
1 Kash Pandya, former CEO and Non-Executive Deputy Chair, retired and stepped down from the Board in 2022. The 2022 figure shown is lower than the previously reported figure (£971k) which estimated the vesting value of Kash’s 2020 LTIP
award using the average closing share price during the fourth quarter of 2022 (£1.12289). The 2022 figure shown values Kash’s vested 2020 LTIP award using the opening share price on the vesting date (£1.034 on 24 March 2023).
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Directors’ Remuneration Report continued
Application of the Remuneration Policy in 2024
Base salary
The Board has decided to increase the Executive Directors’ salaries by 3% compared to an
average nominal increase of 3.8%
1
for the wider UK workforce. Effective from 1 April 2024,
Tom Greenwood and Manjit Dhillon’s salaries will increase to £647,000 and £404,500
respectively.
The annual base salaries for the Executive Directors are shown in the following table. The
Committee will continue to review salaries annually going forward.
Name Role
Base salary £’000
Before 1 April 2024 From 1 April 2024
Tom Greenwood Group CEO 628.0 647.0
Manjit Dhillon Group CFO 392.5 404.5
1 Current view based on an ongoing wider workforce pay review to be completed in March 2024.
Pension
In accordance with Provision 38 of the Code, Executive Directors receive a pension
contribution equal to 9% of base salary, in line with the wider workforce.
Benefits
Executive Directors are eligible for worldwide medical insurance, personal accident and
illness insurance, life insurance coverage equal to 4x base salary, gym membership and 25
days’ annual leave.
Annual bonus
For the 2024 financial year and in accordance with the Policy, the maximum bonus
opportunities for the Group CEO and Group CFO are set out in the following table.
The levels of bonus awarded are subject to financial and non-financial performance
conditions measured over the 2024 financial year. They are calculated on a straight-line basis
between threshold and target performance, and target and maximum performance.
50% of bonus amounts earned above target will be deferred in shares for a three-year period.
Name Role
Annual bonus (% of base salary)
Threshold
performance
Target
performance
Maximum
performance
Tom Greenwood Group CEO 0% 100% 175%
Manjit Dhillon Group CFO 0% 75% 150%
The bonus performance conditions for the 2024 financial year are set out in the following
table. The Committee approved the targets in March 2024, but they are deemed to be
commercially sensitive; they will therefore be disclosed in full in next year’s Directors’
Remuneration Report, at around the time when the bonuses are paid.
The 2024 annual bonus will include an additional financial performance measure, Free Cash
Flow as defined in the management cash flow table on page 70. It measures the cash flow
generation available for capital providers and/or future investments. The Committee believes
this new measure will appropriately incentivise the Executive Directors and the wider
workforce to achieve the Company’s target to be free cash flow neutral for the 2024 financial
year.
Performance measure 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 that the
Company believes are not indicative of underlying
trading performance.
Portfolio free cash flow
1
(financial)
20% 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.
Free cash flow
2
(financial)
10% Free Cash Flow excludes cash flow from financing
activities and transactions with non-controlling
interests. It is a measure of the Company’s cash flow
generation available for capital providers and/or future
investments.
Network performance
(non-financial)
7.5% Network performance is a key operational performance
measure. 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% Achievement of certain strategic initiatives identified
for implementation during the financial year.
International standards
(non-financial)
5% Implementing and maintaining internationally
recognised systems and processes, measured by the
retention of our four ISO accreditations, as well as
extending accreditations to new markets; ISO 9001
(Quality Management), ISO 14001 (Environmental
Management), ISO 27001 (Information Security), ISO
45001 (Occupational Health & Safety) and ISO 37001
(Anti-Bribery Management).
1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Defined in the management cash flow table on page 70.
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Long-Term Incentive Plan awards
In March 2024, the Committee approved the performance conditions and targets for the 2024 LTIP awards to be granted to the Executive Directors and other senior employees. The awards
are designed to ensure these key personnel are retained and incentivised to deliver the longer-term business strategy and sustainable long-term returns for shareholders.
The 2024 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 Company’s
average closing share price on the London Stock Exchange during the fourth quarter of the previous financial year, being £0.71475 in Q4 2023.
The maximum LTIP awards granted for the 2024 financial year are 200% and 150% of salary for the Group CEO and the Group CFO respectively. The quantum awarded to senior employees
below Board level is based on an appropriate cascade. The Committee considered the grant price compared to the prior year and concluded that it would not be appropriate to reduce the
level of award on grant in light of the strong financial and operational performance delivered during 2023, with record tenancy additions driving the Company’s fastest rate of organic growth
and ROIC expansion since the IPO. The Committee has the flexibility to adjust the awards on vesting if the formulaic outcome is not considered to be an appropriate reflection of performance
delivered (including for windfall gains).
The 2024 LTIP awards will vest in March 2027, subject to performance conditions which will be measured over a three-year performance period between 1 January 2024 and 31 December
2026. Each performance condition is assessed independently.
In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard condition is included to align incentives with the Company’s Sustainable Business Strategy. The
scorecard incorporates three equally weighted performance targets related to digital inclusion (see pages 22–24), environmental impact (see pages 25–29) and diversity (see pages 30–33).
In accordance with the Policy, the awards will be subject to a two-year holding period post vest, making a five-year vesting and holding period in total. Malus and clawback apply. The values
of the awards to be granted to the Executive Directors are set out in the following table.
Name Role Award type
Base salary
£’000
Face value of 2024 LTIP award
% of
base salary £’000
Tom Greenwood Group CEO Conditional 647.0 200% 1,294.0
Manjit Dhillon Group CFO Conditional 404.5 150% 606.8
The following table details the 2024 LTIP award performance measures, their weightings and their vesting target ranges.
Performance measure Purpose Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Adjusted EBITDA
1
per share
3-year CAGR FY23–FY26
Measure of profitability Adjusted EBITDA on a per share basis. 30% 8% Straight-line vesting
between threshold and
maximum.
14%
ROIC
1
% in FY26
Measure of efficiency ROIC is calculated as annualised portfolio free
cash flow divided by invested capital.
30% 8% Straight-line vesting
between threshold and
maximum.
14%
Relative TSR Measure of shareholder
value creation
Helios Towers plc’s TSR relative to the FTSE 250
Index, excluding financial services and
investment trusts, based on the average TSR
over a three- month period immediately prior to
the start and end of the performance period.
20% Ranked at least the
median of the peer
group.
Straight-line vesting
between threshold and
maximum.
Ranked in upper
quartile of the
peer group
Impact scorecard Measure of progress
against ESG targets included
in the Company’s Sustainable
Business Strategy
Scorecard components:
– Environment: emissions per tenant
2
– Diversity: % female staff
– Digital inclusion: Population coverage
3
20%
6.7%
6.7%
6.7%
(7%)
28%
+2.5% CAGR
Straight-line vesting
between threshold and
maximum.
(17%)
32%
+6% CAGR
1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Reduction from 2023 levels.
3 Increase from 2023 levels.
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Directors’ Remuneration Report continued
Non-Executive Directors’ fees
It is important that the Company can offer a competitive fee to the Chair and Non-Executives
given the scarcity of relevant skills in a specialised and international industry. The Chair and
Non-Executive Directors’ fees will increase by 3% effective from 1 April 2024 and are
summarised in the following table. Fees will continue to be reviewed annually.
Fees £’000
Position/role Before 1 April 2024 From 1 April 2024
Chair of the Board 288.0 296.5
Independent Non-Executive Director fee 72.0 74.0
Non-Executive Director fee
1
– –
Additional fee for Deputy Chair 20.4 21.0
Additional fee for Senior Independent Director 20.4 21.0
Additional fee for Board Committee Chair
2
20.4 21.0
Additional fee for Committee membership
2
10.2 10.5
1 Relates to the Non-Executive Directors representing certain legacy institutional shareholders: Temitope Lawani (Lath)
and Helis Zulijani-Boye (Quantum).
2 Excludes the Chair and members of the Nomination Committee for which there are no Director fees.
Non-Executive Directors are entitled to an additional fee if they are required to perform
anyspecific additional services. Sally Ashford’s additional annual fee for her role as the
designated Non-Executive Director for workforce engagement will increase by 3% from
£17,000 to £17,500, effective from 1 April 2024.
The aggregate Non-Executive Directors’ fees remain within the cap for Directors’ fees
permitted under our Articles of Association.
Magnus Mandersson, Deputy Chair, will not seek re-election as a Director of the Company
and will formally step down at the close of the AGM on 25 April 2024. A process to appoint
anew Non-Executive Director is underway.
Other remuneration items
Engagement with shareholders
In Q1 2023, the Remuneration Committee Chair, Richard Byrne, wrote to the Company’s
pre-IPO shareholders and its 20 largest post-IPO active shareholders to set out and request
feedback on the Committee’s intentions including with regards to the Remuneration Policy,
exercising discretion to adjust 2020 LTIP vesting levels, amending 2021 LTIP target ranges,
and increases to Non-Executive Director fees which had remained unchanged since the
inaugural Policy was approved at the 2020 AGM.
In total, shareholders representing more than 80% of the Company’s shareholder base were
contacted. Upon request, Richard had discussions with individual shareholders to respond
toquestions and provide further clarification. The communication to shareholders was also
shared with several prominent shareholder proxy advisors and comments received were
been taken into consideration by the Committee.
The Policy and the 2022 Directors’ Remuneration Report were approved by shareholders at
the 2023 AGM with ‘votes for’ representing 96.6% and 81.5% of total votes cast respectively.
Engagement with the workforce
During the year, collectively our Group CEO, Group CFO, Executive Committee members and
several board members visited all markets, taking the opportunity to talk to colleagues, and
holding roundtables with each local team to discuss their plans for growth. Non-Executive
Directors visited operating companies including DRC, South Africa and Oman.
The Company holds regular Group-wide town halls, strategy days and OpCo team meetings
to maintain regular engagement with our teams and to further embed its Sustainable
Business Strategy. This year the Company introduced functional off-site meetings to further
reinforce collaboration across markets, and leadership training is developing a pipeline of
leaders within the Group and enhancing overall Company performance.
In her role as the designated Non-Executive Director for workforce engagement, Sally
Ashford continued to hold regular ‘Voice of the Employee’ sessions with senior management
and the wider workforce in Group and operating companies, including an engagement
session with new colleagues in Oman. The sessions involve 1-to-1 meetings with Managing
Directors, Heads of Functions and local HR to understand positive areas as well as areas for
improvement. Feedback included strengthening processes and promoting training which
have been captured in the action plan for 2024.
The women’s mentoring circle was launched in 2023, with Non-Executive Directors Alison
Baker, Sally Ashford, Carole Wainaina and Group Director, People, Organisation and
Development, Doreen Akonor, acting as mentors and hosting discussions with colleagues on
career and personal development.
The Board and senior management continue to work on addressing other key areas of
feedback from the 2022 Employee Engagement Survey to further improve employees’
experience of working with Helios Towers. Sally will continue her workforce engagement
activities during 2024, including considering wider workforce pay conditions and
remuneration practices.
HT SharingPlan: the all-employee share-based incentive scheme
In its third year of operation, the Board granted HT SharingPlan awards during 2023, enabling
all employees to continue to receive an element of remuneration linked to the performance of
the Helios Towers plc share price. With the continued aim of creating an inclusive culture that
promotes our ‘One Team, One Business’ vision in all our countries, each employee was
granted awards with the same value and on identical terms, regardless of their role or
location.
The Board granted free awards in the form of notional shares that track the value of Helios
Towers plc’s ordinary shares. The 2023 Award was granted with a three-year vesting period,
subject to continued employment and good leaver provisions.
The Board thanks shareholders for approving the HT Global Share Purchase Plan in 2021,
which has enabled us to grant awards equally to all employees. In line with the Policy,
Executive Directors do not participate in the HT SharingPlan.
Dilution limits
The Company’s employee share plans are subject to dilution limits that are aligned to market
practice and the Investment Association’s Principles of Remuneration. Awards cannot be
granted if the cumulative number of shares issued, or committed to be issued, under
employee share plans exceeds 10% of the ordinary share capital of the Company in any
ten-year rolling period. An equivalent 5% dilution limit applies to discretionary employee
share plans.
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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 compared to that of the Company’s employees in respect of the financial years 2020 through 2023.
For comparability, annualised figures are used where appropriate; for example, where a Director was appointed to or resigned from the Board, or an employee began their employment,
during a financial year.
Tom Greenwood’s 13% year-on-year salary increase in 2023 reflects the full-year impact of the increase to his salary from £440,000 to £600,000 when he was appointed as Group CEO (from
Group COO previously) on 28 April 2022, as well as a 4.7% salary increase from 1 April 2023 compared to a median nominal employee increase of 9%. The full-year impact of Tom’s salary
increase and his higher target bonus as the new Group CEO, combined with a higher 2023 annual bonus performance outcome vs. target, resulted in a 53% year-on-year increase in his annual
bonus in 2023 compared to 2022.
The 15–35% range of fee increases for the Chair and Non-Executive Directors reflects (i) a 20% nominal fee increase effected from 1 April 2023, being the first fee increase since the inaugural
Policy was approved in April 2020 and reflecting the increased time commitment that the Chair and Non-Executive Directors are being asked to dedicate to the Company due to the rise in
governance demands, and as a result of the increased scale of the business since the IPO in 2019; (ii) additional fees received by certain Non-Executive Directors for serving on the two
recently established Technology and Sustainability Committees, such fees being commensurate with those received for serving on the Audit and Remuneration Committees to reflect the
increased responsibilities and time commitment required for providing these additional services; and (iii) Magnus Mandersson’s appointment as Deputy Chair (no net fee impact) and Alison
Baker’s appointment as Senior Independent Non-Executive Director (additional annual fee of £20,400 effected from 1 May 2023).
Director
YoY % increase/(decrease) in 2023 vs. 2022 YoY % increase/(decrease) in 2022 vs. 2021 YoY % increase/(decrease) in 2021 vs. 2020 YoY % increase/(decrease) in 2020 vs. 2019
Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus
Tom Greenwood
1
+13% +10% +53% +25% +24%
2
+36% +24% +42%
2
+20% – +5% (16%)
Manjit Dhillon
3
+5% (50%) +38% +5% n/a (5%) n/a n/a n/a n/a n/a n/a
Samuel Jonah +15% – – – – – – – – – – –
Magnus Mandersson
4
+33% – – – – – +2% – – +10% – –
Alison Baker
4
+31% – – – – – +2% – – +10% – –
Richard Byrne
4
+24% – – – – – +2% – – +10% – –
Sally Ashford
4
+20% – – – – – – – – n/a n/a n/a
Carole Wamuyu Wainaina
4
+35% – – – – – – – – n/a n/a n/a
Temitope Lawani
5
– – – – – – – – – – – –
Helis Zulijani-Boye
5
– – – n/a n/a n/a n/a n/a n/a n/a n/a n/a
Helios Towers plc employees
6
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Group employees
7
+9% +12% +22% +6% +9% +4% +3% +22% +3% +3% +10% +8%
1 Tom Greenwood’s % salary and bonus increases in 2023 vs. 2022 are explained above and primarily relate to changes in pay conditions when he was appointed as Group CEO during 2022, a 4.7% salary increase effected in April 2023 and higher
annual bonus outcomes in 2023 compared to 2022. Tom’s % increase in 2022 reflects the change to his salary from 28 April 2022 when he was appointed as Group CEO (from Group COO previously). Tom’s % increase in 2021 reflects the change to
his salary from 1 January 2021 following his appointment as Group COO (from Group CFO previously).
2 Restated from the previously reported figure of +14% in 2022 (vs. 2021) and +17% 2021 (vs. 2020). The restated figures include personal accident and illness insurance in respect of the 2021 and 2022 financial years. The increase in taxable benefits
in 2022 was also due to an increase in worldwide medical insurance premiums paid in US Dollars, combined with Sterling exchange rate movements.
3 Manjit Dhillon was appointed Group CFO on 1 January 2021; comparable prior year information is not available before this date. Manjit did not receive any benefits in 2021, therefore the 2022 year-on-year increase is not measurable.
4 Fee increases for the Non-Executive Directors in 2023 are explained above and relate to the first increase in Director fees, effected on 1 April 2023, since the inaugural Policy was approved by shareholders in April 2020, and additional fees received
for increased Board and Committee responsibilities. The 2% year-on-year increase to fees earned in 2021 relates to additional fees for committee memberships that began in March 2020. 12 months of these additional fees were earned in 2021
compared to 10 months in 2020. Sally Ashford and Carole Wamuyu Wainaina were appointed to the Board of Directors during 2020; comparable prior year information is not available.
5 Non-Executive Directors representing legacy institutional shareholders: Temitope Lawani (Lath) and Helis Zulijani-Boye (Quantum, previously represented by David Wassong) do not receive remuneration for their Directorship roles on the Board.
6 Helios Towers plc, the parent company of the Group, did not have any employees during the financial years presented.
7 Median percentage increase for eligible employees of Helios Towers Group companies where comparable prior year information is available for individual employees. Employee eligibility for salary increases during the ordinary course annual salary
review and annual bonus depends on several factors including employment start date, individual performance and recent off-cycle salary changes.
Directors’ Remuneration Report continued
118
Helios Towers plc Annual Report
and Financial Statements 2023
Directors’ Remuneration Report continued
Total shareholder return performance graph
The following graph shows the TSR of the Company relative to the FTSE 250 Index, from
18 October 2019, when the Company’s shares were admitted to trading on the Main Market of
the London Stock Exchange, to 31 December 2023. The FTSE 250 is considered an
appropriate comparator for Helios Towers because the Company has been a constituent of
the index since December 2019.
Total shareholder return vs. FTSE 250
140.7
86.8
121.3
100.2
72.8
108.3
Helios Towers (HTWS)
FTSE 250 total return
Dec 22 Dec 23Dec 21
Dec 20
40
60
80
100
120
140
160
Dec 19
125.2
103.8
129.3
108.7
Source: Datastream from Refinitiv (rebased to 100)
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. The 21% year-on-year increase in total
employee pay in 2023 reflects an increase in the number of employees in 2023 versus 2022,
primarily as a result of the acquisitions in Malawi and Oman that completed during 2022, as
well as staff pay increases during 2023.
2023
US$m
2022
US$m
Year-on-year
% change
Distributions to shareholders – – –
Total employee pay 41.5 34.4 +21%
CEO pay ratio and gender pay gap
With fewer than 250 UK employees, Helios Towers is not required at this stage to report or
disclose our ratio of CEO to median employee pay, or gender pay gap information.
However, the Committee fully supports the focus on wider workforce pay and conditions,
and is committed to take this into consideration when making decisions on executive
remuneration. We are also mindful of shareholder expectations to promote fair and equal
treatment of male and female employees in relation to remuneration, ensuring employees
receive equal pay for performing the same job to the same standards. In the interest of
transparency, the Company has voluntarily disclosed gender pay gap information on its
website at heliostowers.com/join-us/diversity-inclusion/.
We regularly review pay rates throughout the Group and will keep our approach to disclosing
a pay ratio and/or gender pay gap information, under review over the coming years.
Historic CEO remuneration
The following table shows the CEO’s remuneration since admission to the London Stock
Exchange on 18 October 2019.
2023 2022 2021 2020 2019
CEO single figure total remuneration (£’000)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO
1,673 1,419
865 1,420 1,323 292
1
Annual bonus (% of maximum opportunity)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO
70% 55%
56% 62% 64% 74%
LTIP vesting (% of maximum opportunity)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO
59% 60%
– – – –
1 The single figure of total remuneration for 2019 relates to the period from 18 October 2019 to 31 December 2019.
Advice to the Committee
Members of the Executive Leadership Team are invited to attend the Committee’s meetings
where appropriate, except when their own remuneration is being discussed. During the year,
Tom Greenwood (Group CEO), Manjit Dhillon (Group CFO), Paul Barrett (General Counsel
and Company Secretary) and Doreen Akonor (Group Director, People, Organisation and
Development) attended certain meetings at the Committee’s invitation.
During 2023, the Committee retained PwC to provide independent advice on remuneration
matters. PwC was appointed to support the Company in the design of the Directors’
Remuneration Policy prior to the IPO and was retained as Remuneration Committee advisor
following the IPO. PwC is a member of the Remuneration Consultants’ Group and, as such,
operates voluntarily under its Group Code of Conduct in relation to executive remuneration
consulting in the UK. The Committee was satisfied that the advice provided by PwC was
independent and objective.
The firm also acted as tax adviser to the Company during the 2023 financial year. The
Committee reviewed the nature of all the services provided during the year by PwC, and was
satisfied that no conflict of interest exists or existed in providing these services. PwC has no
other connections with the Company or its Directors.
Total fees received by PwC, in relation to remuneration advice that materially assisted the
Committee during the financial year ended 31 December 2023, amounted to £96,815. 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 2024.
Approval
This report has been approved by the Board of Directors and is signed on its behalf by:
Richard Byrne
Chair, Remuneration Committee
13 March 2024
Financial StatementsGovernance ReportStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2023
Other statutory information
The Directors of Helios Towers plc present their Annual Report and audited Financial
Statements for the year ended 31 December 2023.
Additional disclosures
This section, together with the Strategic Report, Governance Report, and Directors’
Remuneration Report on pages 02–119 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 are explained in the Strategic Report
on pages 57–62. No disclosures are required by the Company pursuant to LR 9.8.4R, except
for LR 9.8.4R (4), (12) and (13) as noted below.
The Directors’ Report, together with the Strategic Report on pages 02–63 constitute the
management report for the purposes of rule 4.1.8R of the Disclosure Guidance and
Transparency Rules (the ‘DTR’). The Strategic Report and the Governance Report on pages
02-119 constitute the Corporate Governance Statement for the purposes of DTR 7.2.1R to
7.2.11R.
Climate-related disclosures Strategic Report 02–63
Future developments Strategic Report 02–63
Section 172(1) Statement Governance Report 82-83
Engagement with stakeholders Strategic and Governance Reports 06, 84–85
Principal risks and uncertainties Risk management and principal risks 51–56
Internal control and risk
managementsystems
Risk management and
AuditCommitteeReport
51, 99–100
Viability Statement Strategic Report 63
2018 UK Corporate Governance
Codecompliance
Governance Report 74
Directors’ interests Remuneration Report 114
Long-term incentive plans Remuneration Report 111–112, 116
Directors’ Responsibility Statement Statement of Directors’ Responsibilities 123
Financial instruments, financial risk
management objectives and policies
Financial Statements: Note 26 159–163
Going concern Financial Statements: Note 2(a) 136–137
Subsequent events Financial Statements: Note 32 166
Operations and performance
Results
Results for the year ended 31 December 2023 are set out in the detailed Financial Review
onpages 67-71 and the Financial Statements on pages 124–173.
Dividends
The Directors do not intend to pay a final dividend for the year ended 31 December 2023.
Activities in research and development
The Company undertook no activities in research and development during the year ended
31 December 2023.
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. 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 2022 AGM and can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/.
Annual General Meeting
The Company’s AGM will be held on Thursday 25 April 2024 at 10.00 am at Linklaters, One
Silk Street, London, EC2Y 8HQ. The Chair, and the Audit and Remuneration Committee
Chairs, will be present to answer shareholders’ questions. Shareholders will be able to
appoint a proxy electronically, either through our Registrar’s website or CREST services, by
10.00 am on Tuesday 23 April 2024. A copy of the 2024 Notice of AGM can be found
atheliostowers.com/investors/shareholder-centre/general-meetings/. Voting will be
conducted by a poll and voting results will, after the conclusion of the AGM, be published on
a Regulatory News Service and on the Company’s website at heliostowers.com/investors/
regulatory-news/.
Directors
The names, biographical details and Committee memberships of the Directors are set out on
pages 75–76 and on the Company’s website at heliostowers.com/who-we-are/leadership/
board-of-directors/.
Appointment and replacement of Directors
The Company’s Articles of Association set out the rules on the appointment and replacement
of Directors. The Directors have the power to remove another Director by ordinary resolution
and elect another person in his or her place. The Articles of Association require that all
Directors be elected by shareholders at the AGM following their appointment to the Board.
All Directors are required to retire at each AGM in accordance with Provision 18 of the Code.
Powers of the Directors
The Company’s Articles of Association set out the powers of the Directors and allow the
Board to exercise those powers.
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and Financial Statements 2023
Other statutory information continued
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
Act2006. The Company maintains Directors’ and Officers’ liability insurance in respect of legal
actions brought against directors and officers as a result of their positions within the Group.
Shareholders and share capital
Share capital
Helios Towers plc is a public company limited by shares, incorporated in England and Wales,
and has a premium listing on the London Stock Exchange (LSE). The Company’s issued share
capital is set out in Note 18 to the Financial Statements and consists of one class of share of
1p nominal value, which carries no right to fixed income. Each share carries the right to one
vote at general meetings of the Company.
As at 31 December 2023, the Company’s issued share capital comprised 1,050,500,000
ordinary shares of £0.01 each, all with voting rights.
Authority to purchase own shares
The Company has the authority, pursuant to the 2023 AGM, to make market purchases of
itsown shares of up to 105,050,000 ordinary shares of £0.01 each, representing 10% of its
issued share capital as at the date of the Notice of the 2023 AGM. This authority, which was
not exercised during 2023 or to the date of this report, will expire at the conclusion of the
2024 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
setout in the Articles of Association, which can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/.
Shares held by the EBT
The Company has established the EBT in connection with the Company’s share plans, which
holds treasury shares (as described in Note 18 to the Financial Statements) on trust for the
benefit of employees of the Group. The trustee of the EBT (the Trustee) may vote or abstain
from voting in respect of the Company’s shares held unallocated in the EBT. In respect of any
allocated shares, unless the Company requests otherwise, the Trustee must seek voting
directions from beneficial holders of the shares and vote in accordance with any directions
received (or otherwise abstain from voting).
In accordance with good practice, unless the Company directs otherwise, the Trustee will
waive its entitlement to receive any dividends above a maximum of one pence in aggregate
in respect of shares which are the beneficial property of the EBT.
Major shareholders
The Company had not been advised of any notifiable interests (whether directly or indirectly
held) in its voting rights, in accordance with DTR 5, between 1 January 2023 and
31 December 2023. The Company has not received any notifications of any changes to this
up to the date of this report.
Stakeholders and policies
Modern Slavery statement
The Company has approved, signed and published on its website its Modern Slavery and
Human Trafficking Statement in accordance with the Modern Slavery Act 2015. The
Statement can be found on the Company’s website at heliostowers.com/modern-slavery-
statement/.
Anti-Discrimination policy
The Company’s Anti-Discrimination Policy applies to all Group employees, as well as
contractors, consultants and any other workers, and adopts a zero-tolerance approach to any
unlawful discrimination when a person is harassed or treated arbitrarily or differently due to a
relevant protected characteristic. The Company encourages its entire workforce to report
any instance of discrimination that they witness or which comes to their attention. The Policy
makes it clear that selection for employment, promotion, training or any other benefit will be
on the basis of aptitude and ability only. The Policy is reviewed periodically to take account of
legislative changes.
Significant agreements
The Company is required to disclose any significant agreements that take effect, alter or
terminate on a change of control of the Company following a takeover bid.
The Company has committed debt facilities and has issued US$650 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 88, 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.
Financial StatementsGovernance ReportStrategic Report
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and Financial Statements 2023
Other statutory information continued
Political donations and expenditure
The Company made no donations to any political party or other political organisation
duringthe year. The Company has the authority, pursuant to the 2023 AGM, to make political
donations not exceeding £50,000 and incur political expenditure not exceeding £50,000 in
total. Further details of this authority can be found in the Notice of the 2023 AGM. This
authority, which was not exercised during 2023 or to the date of this report, will expire at the
conclusion of the 2024 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 (together the ‘HT SharingPlan’) at its 2022 AGM. The Board made one new
award under the HT SharingPlan in 2023 to all colleagues, as noted on page 117.
Auditor and audit information
External auditor
A resolution to reappoint Deloitte LLP as external auditor will be proposed at the 2024 AGM.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
– so far as they are aware, there is no relevant audit information of which the Company’s
external auditor is unaware; and
– they have taken all reasonable steps as Directors to make themselves aware of any relevant
audit information, and to establish that the Company’s external auditor is aware of that
information.
This confirmation is given, and should be interpreted, in accordance with the provisions of
section 418 of the Companies Act 2006.
The Directors’ Report was approved by the Board of Directors of Helios Towers plc on
13 March 2024 and signed on its behalf by:
Paul Barrett
General Counsel and Company Secretary
Helios Towers plc
Company Number 12134855
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Helios Towers plc Annual Report
and Financial Statements 2023
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 this law, the Directors are required to prepare the Group Financial Statements in
accordance with United Kingdom adopted international accounting standards.
The Directors have elected to prepare the Company Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (UK GAAP), which is the United
Kingdom Accounting Standards and applicable law, including the Financial Reporting
Standard Applicable in the UK and Republic of Ireland (FRS 102). Under company law, the
Directors must not approve the accounts unless they are satisfied that they give a true and
fair view of the state of affairs of the Company, and of the profit and loss of the Company for
that period.
In preparing the parent company’s Financial Statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
– state whether applicable UK Accounting Standards have been followed, subject to any
material departures disclosed and explained in the Financial Statements; and
– prepare the Financial Statements on the going concern basis unless it is inappropriate to
presume that the company will continue in business.
In preparing the Group Financial Statements, International Accounting Standard 1 requires
that Directors:
– properly select and apply accounting policies;
– present information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;
– provide additional disclosures when compliance with the specific requirements in
international accounting standards are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity’s financial
position and financial performance; and
– make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Company, and enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and, therefore, for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ responsibility statement under the UK Corporate Governance Code
In accordance with Provision 27 of the 2018 UK Corporate Governance Code, the Directors
consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides information to enable shareholders to assess the
Company’s performance, business model and strategy.
Responsibility Statement
Each of the Directors whose names are listed on pages 75–76 confirm that to the best of their
knowledge:
– the Group Financial Statements, prepared in accordance with the relevant financial
reporting framework, give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group and Company and the undertakings included in the
consolidation taken as a whole;
– the Strategic Report includes a fair review of the development and performance of the
business, the position of the Company, and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face; and
– the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 13 March 2024 and
is signed on its behalf by:
Tom Greenwood Manjit Dhillon
Group Chief Executive Officer Group Chief Financial Officer
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Helios Towers plc Annual Report
and Financial Statements 2023
FINANCIAL
STATEMENTS
125 Independent auditor’s report
to the members of Helios
Towers plc
132 Consolidated Income
Statement
132 Consolidated Statement of
Other Comprehensive Income
133 Consolidated Statement of
Financial Position
134 Consolidated Statement of
changes in Equity
135 Consolidated Statement of
CashFlows
136 Notes to the Consolidated
Financial Statements
167 Company Statement of
Financial Position
167 Company Statement of
Changes in Equity
168 Notes to the Company
Financial Statements
172 List of subsidiaries
173 Officers, professional advisors
and shareholder information
174 Glossary
124
Helios Towers plc Annual Report
and Financial Statements 2023
Financial Statements
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 2023 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;
– 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 8.
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.
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
– Recoverability of trade receivables;
– Valuation of uncertain tax positions; and
– Impairment of goodwill and other intangible assets.
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$11.6m (2022: US$8.5m) which was determined
based on a combination of 1.6% (2022: 1.5%) of revenue and
3.1% (2022: 3.0%) of Adjusted EBITDA (as defined in note 4)
benchmarks based on the Group Financial Statements.
Scoping We have performed a full scope audit on the Group’s key trading
entities in Democratic Republic of the Congo (“DRC”), Oman,
Senegal and Tanzania. We have audited specified balances within
the Group’s trading entities in Republic of the Congo, Ghana,
Madagascar, Malawi and South Africa, as well as specified balances
within certain financing/head office entities. The balances and
legal entities not covered by our audit scope were subject to
analytical procedures. On this basis, our audit coverage was
92% of Group revenue (2022: 87%), 85% of Group Adjusted
EBITDA (2022:85%) and 91% of Group net assets (2022: 79%).
Significant changes
in our approach
In the current year, we included one new key audit matter, the
impairment of goodwill and other intangible assets. This reflects
the increased focus on possible impairment of goodwill and other
intangible assets following material additions to these balances
arising from a number of acquisitions in recent years, and the
performance of underlying businesses acquired since acquisition.
The valuation of acquired intangibles at initial recognition is no longer
a key audit matter as there were no acquisitions in the current year.
Revenue recognition is no longer a key audit matter as there
have been no material new or modified contracts in the year.
Independent auditor’s report to the members of Helios Towers plc
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Helios Towers plc Annual Report
and Financial Statements 2023
Financial Statements
5.1. Recoverability of receivables
Key audit matter
description
Trade receivables balance comprises amounts payable by MNOs and
other wireless operators and represents revenues that have previously
been recognised within the income statement or as deferred income.
IFRS 9 Financial Instruments (“IFRS 9”) requires the Group to record
an impairment against receivable balances (expected credit loss
(“ECL”) provision) based on forward-looking information. As at
31 December 2023, the Group had recognised trade receivables
totalling US$145.2m (2022: US$80.5m). The Group has recorded an
expected credit loss provision of US$5.4m (2022: US$5.8m) against
these receivables.
We have identified a key audit matter in respect of the recoverability
of receivable balances where there is evidence of liquidity issues or a
dispute with the customer.
Refer to note 2(a), 22 and the report of the Audit Committee on
page96 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:
– obtained an understanding of the Group’s controls relevant to
theidentification of receivables at risk of default, assessing their
recoverability and appropriate level of ECL;
– identified receivables which may be disputed or may not be
recoverable based on an analysis of aged items and discussions
withGroup and local management;
– agreed a sample of the debtors balances outstanding as at year end
to evidence of cash received since year-end, to the extent collected;
– obtained confirmations of material debtors’ balances and a sample
of others, and where these differed we tested reconciling items,
analysed subsequent cash receipts and tested open invoices as at
year end to assess any remaining differences;
– assessed the Group’s provision estimates for ECL and any
impairment of receivables for compliance with IFRS 9; and
– assessed the disclosures in respect of material judgements made
against the requirements of IFRS 9.
Key observations We concluded that the estimates of provisions for ECL and
impairment of receivables are reasonable and appropriately disclosed
in the financial statements.
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
strategy, including considering its commitments in response to climate change;
– Assessing key assumptions used in the forecasts and sensitised forecasts, the amount of
headroom, and performing further sensitivity analysis;
– Testing the mathematical accuracy of the model used to prepare the forecasts, testing of
clerical accuracy of those forecasts;
– Assessing the historical accuracy of forecasts prepared by the directors; and
– Assessing the Financial Statement disclosures in respect of going concern.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the Group’s and Company’s ability to continue as a going concern for a period of at least
twelve months from when the Financial Statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the Financial Statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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
auditstrategy, 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.
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Financial Statements
5.3. Impairment of goodwill and other intangible assets
!
Key audit matter
description
Acquisitions in recent years have resulted in material customer
relationship intangible assets and goodwill being recognised in the
financial statements. At 31 December 2023, total intangible assets
were US$546.4m, of which US$40.7m was goodwill, US$489.6m
customer relationships and US$16.1m other intangible assets.
IAS 36 Impairment of Assets (“IAS 36”) requires an annual impairment
test for goodwill, and an annual impairment indicators assessment for
other non-current assets. This involves estimating the recoverable
amount for all Cash Generating Units (CGUs). The estimation of the
recoverable amount for CGUs requires material assumptions around
forecast revenue growth, costs, discount rates and terminal
growthrate.
We identified the impairment of goodwill and other intangible assets
as a key audit matter due to the size of the balances following recent
acquisitions, the level of complexity and judgement involved in
estimating the recoverable amount, and the potential sensitivity of the
impairment conclusion to changes in certain assumptions. Based on
these factors, our work was focussed on the Oman and Madagascar
CGUs.
Refer to notes 2(a), 31 and the report of the Audit Committee on page 96.
How the scope of
our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the Group’s controls relevant to the
estimation and review of the assumptions used in the impairment
assessment;
– challenged management’s assessment of impairment indicators for
customer relationships intangible assets by reviewing the current
performance of each significant customer and comparing to
previous forecasts;
– reviewed the Group’s methodology for performing impairment
testing against the requirements of IAS 36;
– assessed the Group’s historical forecasting accuracy by comparing
previous forecasts to actual results for the relevant periods;
– reviewed publicly available market reports, new contracts and
evidence of customer commitments to new sites and tenancies to
evaluate the assumptions used;
– assessed the capital costs included in the cash flow forecasts for
consistency with the requirements of IAS 36 and for consistency
with the Group’s stated climate related commitments;
– challenged whether changes in assumptions from those used in
previous forecasts were reasonable;
– with the assistance of our valuation specialists, assessed the
assumptions applied in the calculation of the WACC rates and
benchmarked to comparable companies;
– performed sensitivity analysis on the key assumptions relative to the
calculated headroom;
– performed a stand-back analysis and considered whether the
forecasts and underlying assumptions were reasonable including
whether there was any indication of management bias;
– assessed the disclosures made against the requirements of IAS 36
and IAS 1 Presentation of Financial Statements.
5.2. Valuation of uncertain tax positions
Key audit matter
description
The Group operates in a variety of tax jurisdictions within Africa and
the Middle East. There have been a number of tax investigations and
inspections by local tax authorities, the findings of which could result
in the imposition of fines and penalties. There is often estimation
uncertainty associated with valuing uncertain tax positions (“UTPs”)
and contingent liabilities in these jurisdictions and we therefore
consider this to be a key audit matter, as the range of possible
outcomes of the investigations and inspections can be wide. These
judgements can be complex as a result of the considerations required
over multiple tax laws and regulations, and in the current year
included consideration of ongoing tax audits in certain subsidiaries,
where the estimated tax charge depends on uncertain interpretation
and application of tax law.
Refer to notes 2(a), 10, 19 and the report of the Audit Committee on
page 96.
How the scope of
our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the Group’s controls relevant to the
assessment of required provisions in respect of tax investigations
and inspections and valuation of the UTPs;
– engaged tax specialists in the UK and in the relevant jurisdictions to
assist in assessing the technical treatment of UTPs and provisions
and the directors’ related judgements;
– held discussions with Group and local management and local tax
advisors to further understand current and historic UTPs;
– assessed communication between the Group and the relevant tax
authorities for all components whose tax balances are in scope,
including for the post year end period;
– tested the tax provision workings and considered whether these
had been calculated in accordance with the applicable laws and
regulations of the relevant jurisdiction;
– assessed the Group’s overall UTP provision and tax-related
contingent liabilities estimates in the context of the Group’s track
record of resolving these in the past and considered whether there
was any contradictory evidence; and
– assessed the completeness and accuracy of disclosures related to
tax valuation made in the annual report.
Key observations We concluded that the tax provisions held by the Group were
reasonable. We are satisfied that tax-related contingent liabilities and
uncertainties are complete and appropriately disclosed in the financial
statements.
Independent auditor’s report to the members of Helios Towers plc continued
5. Key audit matters (continued)
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Financial Statements
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$580,000 (2022: US$425,000), 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, Madagascar, Malawi and Oman,
the majority of its accounting function and supporting accounting records are located at its
central back 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 7.4 below.
The Group’s operating companies in the Democratic Republic of Congo, Oman, Senegal and
Tanzania were in full audit scope for the current year. We performed specified audit procedures
on the other operating companies. Our component materiality ranged from US$2.6m to
US$4.6m (2022: US$2.2m to US$3.6m).
Based on this approach, audit coverage over revenue was 92% (2022: 87%), Adjusted EBITDA
85% (2022: 85%) and net assets 91% (2022: 79%):
Full audit scope Specified audit procedures Review at group level
78%
8%
68%
15%
17%
45%
9%
46%
14%
Revenue
Adjusted
EBITDA
Net assets
7.2. Our consideration of the control environment
In order to assess appropriateness of the controls over the financial reporting and revenue IT
systems, we engaged our IT audit specialists to evaluate controls over change management,
user access and segregation of duties. We also obtained an understanding of the relevant
controls over receivables, expenses, inventories, fixed assets, budgeting and forecasting,
taxation and financial reporting including journal entries.
We tested and were able to rely on manual controls over revenue (including accrued and
deferred amounts at the period end).
Key observations We concluded that the Group’s impairment conclusions were
reasonable and appropriately disclosed in the financial statements.
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$11.6m (2022: US$8.5m). Materiality US$ 14.0m
(2022:US$13.9m).
Basis for
determining
materiality
Materiality has been determined as a
combination of 1.6% (2022: 1.5%) of
revenue and 3.1% (2022: 3.0%) of
Adjusted EBITDA (as defined in note
4) benchmarks derived from the
Group Financial Statements.
Company materiality used in our
audit has been determined as 1%
(2022: 1%) of net assets. For
balances that form part of the
Group financial statements this is
capped at 40% (2022: 40%) of
Group materiality, US$4.6m
(2022:US$3.4m).
Rationale
forthe
benchmark
applied
We believe that the revenue and
Adjusted EBITDA metrics reflect the
underlying performance of the Group,
and given the importance attached to
these metrics by investors and other
readers of the Financial Statements,
we concluded that these were the
most appropriate metrics to use.
The Company acts principally as a
holding company and therefore net
assets is a key measure for this entity.
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% (2022: 70%) of Group
materiality.
70% (2022: 70%) of Company materiality.
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered:
– the Group’s overall control environment; and
– the low level of uncorrected misstatements identified in previous
periods.
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Financial Statements
8. Other information
The other information comprises the information included in the annual report, other than
theFinancial Statements and our auditor’s report thereon. The directors are responsible
forthe 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
isamaterial misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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’sand 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
asawhole 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.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the
Group’s business and its Financial Statements.
As a part of our audit, we obtained the Group’s climate-related risk assessment and held
discussions with them to understand the process of identifying climate-related risks, the
determination of mitigating actions and the impact on the Group’s Financial Statements.
Asexplained on page 144 the key areas considered in the consolidated Financial Statements
were the impact of the Group’s net zero commitments on forecasts used in the going
concern model and impairment assessments. Other than the appropriate inclusion of these
commitments in the Group’s forecasts, they concluded there was no material impact arising
from climate change on the judgements and estimates made in the current year Financial
Statements as disclosed in note 2(b).
We performed our own qualitative risk assessment of the potential impact of climate change
on the Group’s account balances and classes of transaction and did not identify any reasonably
possible risks of material misstatement arising from climate change. Our procedures included
reading the Strategic Report, including commentary about the Group’s climate change
commitments and the TCFD disclosures to consider whether they are materially consistent with
the Financial Statements and our knowledge obtained in our audit work, particularly our work
on the Group’s impairment and going concern cash flow forecasts.
7.4. Working with other auditors
Because of the level of centralisation in the operations of the Group, as described in section
7.1, the audits of all components were led by the Group audit team, with limited use of local
audit teams to assist us in specific areas where local presence and/or knowledge was
important, such as inventory counts, fixed asset verifications and assessment of uncertain
taxpositions. We exercised close supervision and oversight of local audit teams through the
performance of the following procedures:
– sending detailed instructions to all local audit teams specifying the procedures required;
– including local audit teams in team briefings, planning meetings and component risk
assessments as relevant to their work; and
– reviewing working papers prepared by local audit teams and related deliverables
submitted to us.
As part of our oversight procedures, this year we visited three full scope components (DRC,
Oman and Tanzania) and we have continued to communicate frequently with our local audit
teams throughout the audit process, such as conducting meetings with local audit teams via
video conferencing.
Independent auditor’s report to the members of Helios Towers plc continued
7. An overview of the scope of our audit (continued)
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Financial Statements
11.2. Audit response to risks identified
As a result of performing the above, we identified impairment of goodwill and other
intangible assets 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, and based on input from our forensic specialists, 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 a broad cross section of management, the directors, the audit committee and
in-house legal counsel concerning actual and potential litigation and claims;
– Performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
– Reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax and regulatory authorities;
– Reviewed output from the Group’s whistleblowing hotline; and
– In addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
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.
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.
Wedesign 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, geographical locations, and
business performance including the design of the Group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels, performance targets and potential for
bribery and kickbacks;
– Results of our enquiries of management, internal compliance, the directors and the audit
committee about their own identification and assessment of the risks of irregularities,
including those that are specific to the telecommunication sector;
– 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; and
– The matters discussed among the audit engagement team including component audit
teams and relevant internal specialists, including tax, valuations, IT, and forensic specialists
regarding how and where fraud might occur in the Financial Statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud in relation to the
assessment for impairment of goodwill and other intangible assets. 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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Financial Statements
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain
disclosures of directors’ remuneration have not been made or the part of the directors’
remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in this regard.
15. Other matters which we are required to address
15.1. Auditor tenure
The Company was incorporated on 1 August 2019. We were appointed on 1 October 2019 by
the directors to audit the Financial Statements for the period ended 31 December 2019 and
subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments is 5 years, covering the years ended 31 December
2019 to 31 December 2023.
However, we were appointed on 18 November 2010 for other Group entities (including the
former parent company Helios Towers Ltd) to audit the Financial Statements for the year
ended 31 December 2010. Following a competitive tender process, we were reappointed to
audit the Financial Statements for the period ending 31 December 2022 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments is therefore 14 years, covering the years ended 31 December 2010 to
31 December 2023.
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) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic
Format Annual Financial Report filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over
whether the Electronic Format Annual Financial Report has been prepared in compliance
with DTR 4.1.15R – DTR 4.1.18R.
Bevan Whitehead FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
13 March 2024
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– The information given in the strategic report and the directors’ report for the financial
year for which the Financial Statements are prepared is consistent with the Financial
Statements; and
– The strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Company and their
environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
the Financial Statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 72;
– the directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 72;
– the directors’ statement on fair, balanced and understandable set out on page 99;
– the board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on page 51;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems on pages 99–100; and
– the section describing the work of the audit committee set out on page 99.
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.
Independent auditor’s report to the members of Helios Towers plc continued
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Financial Statements
Consolidated Income Statement
For the year ended 31 December
| 2023 | 2022 | ||
| Note | US$m | US$m | |
Revenue | 3 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Gain/(loss) on disposal of property, plant and equipment | ( | ||
Operating profit | 5a | ||
Interest receivable | 8 | ||
Other gains and (losses) | 24 | ( | ( |
Finance costs | 9 | ( | ( |
Loss before tax | ( | ( | |
Tax expense | 10 | ( | |
Loss after tax for the year | ( | ( | |
| Loss attributable to: | |||
Owners of the Company | ( | ( | |
Non-controlling interests | ( | ||
Loss for the year | ( | ( | |
| Loss per share: | |||
Basic loss per share (cents) | 29 | ( | ( |
Diluted loss per share (cents) | 29 | ( | ( |
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
| 2023 | 2022 | |
| US$m | US$m | |
Loss after tax for the year | ( | ( |
| Other comprehensive (loss)/gain: | ||
| Items that may be reclassified subsequently to profit and loss: | ||
Exchange differences on translation of foreign operations | ( | ( |
Cash flow reserve (loss)/gain | ( | |
Total comprehensive loss for the year, net of tax | ( | ( |
| Total comprehensive loss attributable to: | ||
Owners of the Company | ( | ( |
Non-controlling interests | ( | ( |
Total comprehensive loss for the year | ( | ( |
The accompanying Notes form an integral part of these Financial Statements.
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and Financial Statements 2023
Financial Statements
Consolidated Statement of Financial Position
As at 31 December
| 2022 | |||
| 2023 | US$m | ||
Assets | Note | US$m | (Restated) |
| Non-current assets | |||
Intangible assets | 11 | ||
Property, plant and equipment | 12 | ||
Right-of-use assets | 13 | ||
Deferred tax asset | 10 | ||
Derivative financial assets | 26 | ||
| Current assets | |||
Inventories | 14 | ||
Trade and other receivables | 15 | ||
Prepayments | 16 | ||
Cash and cash equivalents | 17 | ||
Total assets | |||
| Equity and liabilities | |||
| Equity | |||
Share capital | 18 | ||
Share premium | 18 | ||
Other reserves | ( | ( | |
Convertible bond reserves | 20 | ||
Share-based payments reserves | 25 | ||
Treasury shares | 18 | ( | ( |
Translation reserve | ( | ( | |
Retained earnings | ( | ( | |
Equity attributable to owners | ( | ||
Non-controlling interest | |||
Total equity | ( |
1
1 Restatement on finalisation of acquisition accounting; see note 31 page 166
| 2022 | |||
| 2023 | US$m | ||
Liabilities | Note | US$m | (Restated) |
| Current liabilities | |||
Trade and other payables | 19 | ||
Short-term lease liabilities | 21 | ||
Loans | 20 | ||
| Non-current liabilities | |||
Deferred tax liabilities | |||
Long-term lease liabilities | 21 | ||
Derivative financial liabilities | 26 | ||
Loans | 20 | ||
Minority interest buyout liability | |||
Total liabilities | |||
Total equity and liabilities |
1
The accompanying Notes form an integral part of these Financial Statements.
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Consolidated Statement of Changes in Equity
For the year ended 31 December
| Attributable to | ||||||||||||
| Share-based | Convertible | the owners | Non– | |||||||||
| Share | Share | Other | Treasury | payments | bond | Translation | Retained | ofthe | controlling | Total | ||
| capital | premium | reserves | shares | reserves | reserves | reserve | earnings | Company | interest (NCI) | equity | ||
| Note | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
Balance at 1 January 2022 | ( | ( | ( | |||||||||
Loss for the year | ( | ( | ( | |||||||||
Other comprehensive loss | ( | ( | ( | ( | ||||||||
Total comprehensive loss for the year | ( | ( | ( | ( | ( | |||||||
| Transactions with owners: | ||||||||||||
Issue of share capital | ||||||||||||
Non-controlling interests | 30 | |||||||||||
Share-based payments | 25 | |||||||||||
Buyout obligation liability | ( | ( | ||||||||||
Balance at 31 December 2022 | ( | ( | ( | ( | ||||||||
Loss for the year | ( | ( | ( | ( | ||||||||
Movement in cash flow hedge reserve | ( | ( | ( | |||||||||
Other comprehensive loss | ( | ( | ( | |||||||||
Total comprehensive loss for the year | ( | ( | ( | ( | ( | ( | ||||||
| Transactions with owners: | ||||||||||||
Share-based payments | 25 | |||||||||||
Transfer of treasury shares | ( | |||||||||||
Translation of hyperinflationary results | ||||||||||||
Balance at 31 December 2023 | ( | ( | ( | ( | ( | ( |
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 and the cash flow hedge reserve.
The accompanying Notes form an integral part of these Financial Statements.
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| 2023 | 2022 | ||
| Note | US$m | US$m | |
| Cash flows from operating activities | |||
Loss for the year before tax | ( | ( | |
| Adjustments for: | |||
Other gains and (losses) | 24 | ||
Finance costs | 9 | ||
Interest receivable | 8 | ( | ( |
Depreciation and amortisation | 11–13 | ||
Share-based payments and long-term incentive plans | 25 | ||
(Loss)/Gain on disposal of property, plant and equipment | ( | ||
Operating cash flows before movements in working capital | |||
| Movement in working capital: | |||
(Increase) in inventories | ( | ( | |
(Increase) in trade and other receivables | ( | ( | |
(Increase) in prepayments | ( | ( | |
Increase in trade and other payables | |||
Cash generated from operations | |||
Interest paid | ( | ( | |
Tax paid | 10 | ( | ( |
Net cash generated from operating activities |
| 2023 | 2022 | ||
| Note | US$m | US$m | |
| Cash flows from investing activities | |||
Payments to acquire property, plant and equipment | ( | ( | |
Payments to acquire intangible assets | ( | ( | |
Acquisition of subsidiaries (net of cash acquired) | 31 | ( | |
Proceeds on disposal of property, plant and equipment | ( | ||
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Transactions with non-controlling interests | |||
Loan drawdowns | |||
Loan issue costs | ( | ( | |
Repayment of loan | ( | ( | |
Repayment of lease liabilities | ( | ( | |
Net cash generated/(used in) from financing activities | ( | ||
Net (decrease) in cash and cash equivalents | ( | ( | |
Foreign exchange on translation movement | ( | ( | |
Cash and cash equivalents at 1 January | |||
Cash and cash equivalents at 31 December |
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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Notes to the Consolidated Financial Statements
For the year ended 31 December 2023
2(a). Accounting policies
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2(a). Accounting policies (continued)
Going concern (continued)
Notes to the Consolidated Financial Statements
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2(a). Accounting policies (continued)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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2(a). Accounting policies (continued)
| Year ended | |
| 31 December 2023 | |
| Increase/ | |
| (Decrease) | |
| US$m | |
Revenue | 0.4 |
Operating Profit | (5.8) |
Loss before tax | (14.0) |
Non-current assets | 30.8 |
Equity attributable to owners of the parent | (27.6) |
Notes to the Consolidated Financial Statements
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2(a). Accounting policies (continued)
Notes to the Consolidated Financial Statements
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2(a). Accounting policies (continued)
Notes to the Consolidated Financial Statements
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2(a). Accounting policies (continued)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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2(a). Accounting policies (continued)
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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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 and CFO of the
Group, who are considered to be the chief operating decision makers (CODMs). Operating segments are determined based on geographical location. Following the Group’s recent expansion
into new countries and related internal management and reporting reorganisation, the Group’s segments are now presented on a regional rather than a country basis, with comparative
information re-presented accordingly. All operating segments have the same business of operating and maintaining telecoms towers and renting space on such towers. Accounting policies
are applied consistently for all operating segments. The segment operating result used by the CODMs is Adjusted EBITDA, which is defined in Note 4.
| Middle East & | ||||||||
| North Africa | East & West Africa | Central & Southern Africa | Corporate | Group | ||||
| Oman | Tanzania | Other | DRC | Other | ||||
| For the year to 31 December 2023 | US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
Revenue | 57.5 | 232.5 | 80.1 | 256.9 | 94.0 | – | 721.0 | |
| Adjusted gross margin | 77% | 73% | 57% | 54% | 62% | – | 63% | |
| Adjusted EBITDA | 38.5 | 162.3 | 37.5 | 123.0 | 44.6 | (36.0) | 369.9 | |
| Adjusted EBITDA margin | 67% | 70% | 47% | 48% | 47% | – | 51% | |
| Financing costs | ||||||||
Interest costs | (36.0) | (37. 8) | (28.3) | (54.7) | (24.1) | 5.7 | (175.2) | |
Foreign exchange differences | (0.6) | (37.9) | (31.7) | 0.3 | (30.2) | 14.0 | (86.1) | |
Gain on refinancing | – | – | – | – | – | 7.8 | 7. 8 | |
Total finance costs | (36.6) | (75.7) | (60.0) | (54.4) | (54.3) | 27. 5 | (253.5) | |
| Other segmental information | ||||||||
Non-current assets | 509.4 | 281.9 | 300.3 | 383.4 | 251.6 | 12.0 | 1,738.6 | |
Property, plant and equipment additions | 13.1 | 34.2 | 24.2 | 68.1 | 36.3 | 3.0 | 178.9 | |
Property, plant and equipment depreciation and amortisation | 23.2 | 47.8 | 29.1 | 51.7 | 27. 8 | 7.4 | 187.0 | |
1 | Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue. |
Notes to the Consolidated Financial Statements
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3. Segmental reporting (continued)
| Middle East & | |||||||
North Africa 4 | East & West Africa | Central & Southern Africa | Corporate | Group | |||
| Oman | Tanzania | Other | DRC | Other | |||
| For the year to 31 December 2022 (Represented) | US$m | US$m | US$m | US$m | US$m | US$m | US$m |
Revenue | 3.6 | 201.4 | 60.4 | 205.9 | 89.4 | – | 560.7 |
| Adjusted gross margin | 73% | 70% | 59% | 57% | 64% | – | 63% |
| Adjusted EBITDA | 2.3 | 133.7 | 29.2 | 104.4 | 44.7 | (31.5) | 282.8 |
| Adjusted EBITDA margin | 64% | 66% | 48% | 51% | 50% | – | 50% |
| Financing costs | |||||||
Interest costs | (5.2) | (40.1) | (21.2) | (52.3) | (25.5) | 3.3 | (141.0) |
Foreign exchange differences | (0.1) | (2.2) | (14.3) | 0.30 | (34.3) | (1.6) | (52.2) |
Total finance costs | (5.3) | (42. 3) | (35.5) | (52.0) | (59.8) | 1.7 | (193.2) |
| Other segmental information | |||||||
Non-current assets | 519.3 | 318.0 | 327.8 | 343.6 | 218.2 | 4.2 | 1,731.1 |
Property, plant and equipment additions | 125.8 | 53.8 | 66.6 | 76.7 | 40.6 | 2.4 | 365.9 |
Property, plant and equipment depreciation and amortisation | 1.7 | 52.9 | 21.6 | 53.3 | 21.3 | 6.4 | 157.2 |
| 1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue. |
| Year ended 31 December | ||||
% of Revenue | % of Revenue | |||
2023 | 2023 | 2022 | 2022 | |
Airtel Africa | 197.1 | 27.4% | 158.9 | 28.3% |
Vodafone/Vodacom | 154.5 | 21.4% | 132.5 | 23.6% |
Orange | 77. 5 | 10.8% | 60.9 | 10.9% |
Axian | 73.0 | 10.1% | 70.4 | 12.6% |
Total | 502.1 | 69.7% | 422.7 | 75.4% |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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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 which is also used as an Alternative Performance Measure for the Group as
a whole.
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons of
operating performance from period to period and company to company by eliminating potential
differences caused by variations in capital structures (affecting interest and finance charges), tax
positions (such as the impact of changes in effective tax rates or net operating losses) and the
age and booked depreciation on assets. The Group excludes certain items from Adjusted
EBITDA, such as loss on disposal of property, plant and equipment and other adjusting items
because it believes they are not indicative of its underlying trading performance.
Adjusted EBITDA is reconciled to loss before tax as follows:
| 2023 | 2022 | |
| US$m | US$m | |
Adjusted EBITDA | 369.9 | 282.8 |
| Adjustments applied to give Adjusted EBITDA | ||
| Adjusting items: | ||
| Deal costs | (3.3) | (19.1) |
| Share-based payments and long-term incentive plan charges | (3.7) | (4. 5) |
Other/Restructuring | (0.9) | – |
Loss on disposal of property, plant and equipment | 3.1 | (0.4) |
Other gains and (losses) | (6.1) | (51.4) |
Depreciation of property, plant and equipment | (160.9) | (144.6) |
Amortisation of intangible assets | (26.1) | (12.6) |
Depreciation of right-of-use assets | (32.0) | (21.3) |
Interest receivable | 1.3 | 1.8 |
Finance costs | (253.5) | (193.2) |
Loss before tax | (112.2) | (162.5) |
1
2
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior to
operating activities commencing.
2 Share-based payments and long-term incentive plan charges and associated costs.
| 2023 | 2022 | |
| US$m | US$m | |
Cost of inventory expensed | 125.1 | 89.0 |
Auditor remuneration (see Note 5b) | 2.9 | 2.7 |
(Gain)/loss on disposal of property, plant and equipment | (3.1) | 0.4 |
Depreciation and amortisation | 219.0 | 178.5 |
Staff costs (Note 6) | 42.3 | 35.0 |
| 2023 | 2022 | |
| US$m | US$m | |
Statutory audit of the Company’s annual accounts | 0.8 | 0.6 |
Statutory audit of the Group’s subsidiaries | 1.8 | 1.8 |
Audit fees | 2.6 | 2.4 |
Interim review engagements | 0.3 | 0.1 |
Other assurance services | – | 0.2 |
Audit related assurance services | 0.3 | 0.3 |
Total non-audit fees | 0.3 | 0.3 |
Total fees | 2.9 | 2.7 |
| 2023 | 2022 | |
| US$m | US$m | |
Wages and salaries | 38.9 | 32.0 |
Social security costs – employer contributions | 2.6 | 2.4 |
Pension costs | 0.8 | 0.6 |
42.3 | 35.0 |
2023 | 2022 | |
Operations | 320 | 287 |
Legal and regulatory | 61 | 61 |
Administration | 61 | 59 |
Finance and IT | 120 | 108 |
Sales and marketing | 36 | 33 |
598 | 548 |
Notes to the Consolidated Financial Statements
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7. Key management personnel compensation
| 2023 | 2022 | |
| US$m | US$m | |
Salary, fees and bonus | 3.7 | 3.8 |
Pension and benefits | 0.2 | 0.2 |
Share based payment charge | 0.6 | 1.6 |
4.5 | 5.6 |
The above remuneration information relates to Directors in Helios Towers plc. Further details
can be found in the Directors’ Remuneration Report of the Annual Report.
| 2023 | 2022 | |
| US$m | US$m | |
Bank interest receivable | 1.3 | 1.8 |
| 2023 | 2022 | |
| US$m | US$m | |
Foreign exchange differences | 86.1 | 52.2 |
Interest costs | 150.2 | 115.5 |
Interest costs on lease liabilities | 25.0 | 25.5 |
Gain on refinancing | (7.8) | – |
253.5 | 193.2 |
| 2023 | 2022 | |
| US$m | US$m | |
| (a) Tax expense: | ||
| Current tax | ||
In respect of current year | 24.7 | 19.1 |
Adjustment in respect of prior years | (0.6) | (1.2) |
Total current tax | 24.1 | 17.9 |
| Deferred tax | ||
| Originating temporary differences on acquisition of subsidiary | ||
undertakings | 0.6 | (1.8) |
Originating temporary differences on capital assets and losses | (24.6) | (5.9) |
Adjustment in respect of prior years | (0.5) | (1.3) |
Total deferred tax | (24.5) | (9.0) |
Total tax expense | 0.4 | 8.9 |
Loss before tax | (112.2) | (162.5) |
Tax computed at the local statutory tax rate | (26.4) | (30.9) |
Tax effect of expenditure not deductible for tax purposes | 20.8 | 26.5 |
Fixed asset timing differences | (3.2) | 0.3 |
Change in deferred income tax movement not recognised | 3.9 | 9.7 |
Prior year (under)/over provision | (1.2) | (2.5) |
Minimum income taxes | 0.3 | 0.3 |
Different tax rates applied in overseas jurisdictions | 4.1 | 4.8 |
Other | 1.3 | 0.7 |
Total tax expense | (0.4) | 8.9 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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10. Tax expense, tax paid and deferred tax (continued)
| 2023 | 2022 | |
| Tax paid | US$m | US$m |
Income tax | (20.9) | (20.3) |
Total tax paid | (20.9) | (20.3) |
| Accelerated | Short term | ||||
| tax | timing | Tax | Intangible | ||
| depreciation | differences | losses | assets | Total | |
| US$ | US$m | US$m | US$m | US$m | |
1 January 2022 | (2.7) | 1.3 | 1.2 | (36.1) | (36.3) |
Arising on acquisition | (1.2) | – | – | (8.5) | (9.7) |
Charge for the year | 0.4 | 8.0 | (1.2) | 1.8 | 9.0 |
Exchange rate differences | – | – | – | 5.6 | 5.6 |
31 December 2022 | (3.5) | 9.3 | – | (37.2) | (31.4) |
Adjustment to opening reserves | (7.1) | – | – | – | (7.1) |
Charge for the year | (1.4) | 18.9 | 6.4 | 0.7 | 24.6 |
Exchange rate differences | – | – | – | 1.6 | 1.6 |
31 December 2023 | (12.0) | 28.2 | 6.4 | (34.9) | (12.3) |
| 2023 | 2022 | |
| US$m | US$m | |
Deferred tax liabilities | (25.9) | (50.1) |
Deferred tax assets | 13.6 | 18.7 |
Total | (12.3) | (31.4) |
Notes to the Consolidated Financial Statements
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| Customer | Customer | Colocation | Non-compete | Computer software | |||
| Goodwill | contracts | relationships | rights | agreement | and licence | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| Cost | |||||||
At 1 January 2022 | 21.9 | 3.0 | 199.8 | 8.8 | 1.1 | 21.3 | 255.9 |
Additions during the year | – | – | – | – | – | 5.6 | 5.6 |
| Additions on acquisition of subsidiary undertakings (Note 31) (Restated) | 26.9 | – | 342.1 | – | – | – | 369.0 |
Transfers | – | – | – | – | – | 19.2 | 19.2 |
Effects of foreign currency exchange differences | (4.6) | (0.1) | (17.7) | – | (0.2) | (1.5) | (24.1) |
| At 31 December 2022 (Restated) | 44.2 | 2.9 | 524.2 | 8.8 | 0.9 | 44.6 | 625.6 |
Additions during the year | – | – | – | – | – | 4.8 | 4.8 |
Effects of foreign currency exchange differences | (3.5) | (0.2) | (3.1) | (0.8) | 0.1 | (0.9) | (8.4) |
At 31 December 2023 | 40.7 | 2.7 | 521.1 | 8.0 | 1.0 | 48.5 | 622.0 |
| Amortisation | |||||||
At 1 January 2022 | – | (0.6) | (2.5) | (1.6) | (0.5) | (19.3) | (24.5) |
Charge for year | – | (0.1) | (6.8) | (0.6) | (0.3) | (4.8) | (12.6) |
Transfers | – | – | – | – | – | (12.5) | (12.5) |
Effects of foreign currency exchange differences | – | – | (2.0) | – | – | 1.2 | (0.8) |
At 31 December 2022 | – | (0.7) | (11.3) | (2.2) | (0.8) | (35.4) | (50.4) |
Charge for year | – | (0.2) | (19.7) | (0.8) | (0.2) | (5.2) | (26.1) |
Effects of foreign currency exchange differences | – | 0.1 | (0.5) | 0.2 | 0.1 | 1.0 | 0.9 |
At 31 December 2023 | – | (0.8) | (31.5) | (2.8) | (0.9) | (39.6) | (75.6) |
| Net book value | |||||||
At 31 December 2023 | 40.7 | 1.9 | 489.6 | 5.2 | 0.1 | 8.9 | 546.4 |
| At 31 December 2022 (Restated) | 44.2 | 2.2 | 512.9 | 6.6 | 0.1 | 9.2 | 575.2 |
Notes to the Consolidated Financial Statements
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11. Intangible assets (continued)
| 2022 | |||
| 2023 | US$m | ||
| Goodwill | US$m | (Restated) | |
2019 | South Africa | 3.8 | 4.2 |
2021 | Senegal | 5.3 | 5.0 |
2021 | Madagascar | 10.0 | 10.3 |
2022 | Malawi | 5.0 | 8.1 |
2022 | Oman | 16.6 | 16.6 |
Total | 40.7 | 44.2 |
Notes to the Consolidated Financial Statements
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| Fixtures | Leasehold | ||||||
| IT equipment | and fittings | Motor vehicles | Site assets | Land | improvements | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| Cost | |||||||
At 1 January 2022 | 27.5 | 1.6 | 4.7 | 1,497.6 | 6.6 | 3.5 | 1,541.5 |
Additions | 0.1 | – | 0.1 | 203.9 | – | 0.1 | 204.2 |
| Additions on acquisition of subsidiary undertakings (Restated) | – | – | – | 161.7 | – | – | 161.7 |
Transfers | (19.2) | – | – | – | – | – | (19.2) |
Disposals | – | – | – | (1.6) | – | – | (1.6) |
Effects of foreign currency exchange differences | (0.5) | 0.1 | (0.5) | (43.5) | (0.1) | (0.2) | (44.7) |
| At 31 December 2022 (Restated) | 7.9 | 1.7 | 4.3 | 1,818.1 | 6.5 | 3.4 | 1,841.9 |
Additions | 0.1 | 0.1 | 0.6 | 177.9 | 0.1 | 0.1 | 178.9 |
Disposals | – | – | (0.1) | (6.8) | – | – | (6.9) |
Effects of foreign currency exchange differences | (0.1) | – | (0.2) | (80.1) | (0.2) | – | (80.6) |
Hyperinflation impacts | 0.8 | 0.2 | 1.2 | 110.2 | – | 0.1 | 112.5 |
At 31 December 2023 | 8.7 | 2.0 | 5.8 | 2,019.3 | 6.4 | 3.6 | 2,045.8 |
| Depreciation | |||||||
At 1 January 2022 | (20.1) | (1.4) | (3.5) | (805.0) | (0.1) | (3.2) | (833.3) |
Charge for the year | (0.5) | (0.1) | (0.4) | (143.2) | (0.2) | (0.2) | (144.6) |
Transfers | 12.6 | – | – | – | – | – | 12.6 |
Disposals | – | – | – | 8.2 | – | – | 8.2 |
Effects of foreign currency exchange differences | 0.4 | 0.1 | 0.3 | 22.0 | – | 0.3 | 23.1 |
At 31 December 2022 | (7.6) | (1.4) | (3.6) | (918.0) | (0.3) | (3.1) | (934.0) |
Charge for the year | (0.3) | (0.3) | (0.4) | (159.7) | (0.1) | (0.1) | (160.9) |
Disposals | – | – | 0.3 | 6.3 | – | – | 6.6 |
Effects of foreign currency exchange differences | 0.1 | – | 0.2 | 43.0 | – | – | 43.3 |
Hyperinflation impacts | (0.8) | (0.2) | (1.1) | (80.3) | – | (0.1) | (82.5) |
At 31 December 2023 | (8.6) | (1.9) | (4.6) | (1,108.7) | (0.4) | (3.3) | (1 ,127. 5) |
| Net book value | |||||||
At 31 December 2023 | 0.1 | 0.1 | 1.2 | 910.6 | 6.0 | 0.3 | 918.3 |
| At 31 December 2022 (Restated) | 0.3 | 0.3 | 0.7 | 900.1 | 6.2 | 0.3 | 907.9 |
Notes to the Consolidated Financial Statements
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13. Right-of-use assets
| Motor | ||||
| Land | Buildings | vehicles | Total | |
| US$m | US$m | US$m | US$m | |
| Cost | ||||
| At 1 January 2023 (Restated) | 288.9 | 14.0 | 0.4 | 303.3 |
Additions | 44.3 | 13.3 | 1.1 | 58.7 |
Disposals | (19.6) | (2.2) | (0.2) | (22.0) |
Hyperinflation impacts | 25.6 | 2.4 | – | 28.0 |
Effects of foreign exchange differences | (12.2) | (0.6) | – | (12.8) |
At 31 December 2023 | 327.0 | 26.9 | 1.3 | 355.2 |
| Depreciation | ||||
At 1 January 2023 | (68.8) | (7.8) | (0.2) | (76.8) |
Charge for the year | (27.2) | (4.1) | (0.7) | (32.0) |
Disposals | 14.1 | 2.1 | 0.3 | 16.5 |
Hyperinflation impacts | (11.4) | (1.4) | – | (12.8) |
Effects of foreign exchange differences | 3.7 | 0.2 | – | 3.9 |
At 31 December 2023 | (89.6) | (11.0) | (0.6) | (101.2) |
| Net book value | ||||
At 31 December 2023 | 237.4 | 15.9 | 0.7 | 254.0 |
| At 31 December 2022 (Restated) | 220.1 | 6.2 | 0.2 | 226.5 |
1
1
1 Restatement on finalisation of acquisition accounting; see note 31, page 166.
Notes to the Consolidated Financial Statements
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14. Inventories
| 2023 | 2022 | |
| US$m | US$m | |
Inventories | 12.7 | 14.6 |
Inventories are primarily made up of fuel stocks of US$12.5 million (2022: US$10.5 million)
and raw materials of US$0.2 million (2022: US$4.1 million). The impact of inventories
recognised as an expense during the year in respect of continuing operations was US$125.1
million (2022: US$89.0 million).
| 2023 | 2022 | |
| US$m | US$m | |
Trade receivables | 145.2 | 80.5 |
Loss allowance | (5.4) | (5.8) |
139.8 | 74.7 | |
Contract Assets | 109.1 | 91.6 |
Sundry Receivables | 33.1 | 38.6 |
VAT and withholding tax receivable | 15.2 | 23.2 |
297. 2 | 228.1 |
| 2023 | 2022 | |
| Loss allowance | US$m | US$m |
Balance brought forward | (5.8) | (6.0) |
Amounts written off/derecognised | – | – |
Net remeasurement of loss allowance | – | – |
Unused amounts reversed | 0.4 | 0.2 |
(5.4) | (5.8) |
| 2023 | 2022 | |
| US$m | US$m | |
Trade receivables | 145.2 | 80.5 |
| Accrued revenue | 10.1 | 22.9 |
Less: Loss allowance | (5.4) | (5.8) |
| Less: Deferred income | (56.5) | (9.8) |
Net receivables | 93.4 | 87.8 |
Revenue | 721.0 | 560.7 |
Debtor days | 47 | 57 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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Financial Statements
| 2023 | 2022 | |
| US$m | US$m | |
Prepayments | 42.6 | 45.7 |
| 2023 | 2022 | |
| US$m | US$m | |
Bank balances | 106.6 | 119.6 |
2023 | 2022 | |||
| Number | Number | |||
| of shares | of shares | |||
| (million) US$m | (million) | US$m | ||
| Authorised, issued and fully paid ordinary | ||||
shares of £0.01 each | 1,051 | 13.5 | 1,051 | 13.5 |
1,051 | 13.5 | 1,051 | 13.5 |
| 2022 | ||
| 2023 | US$m | |
| US$m | (Restated) | |
Trade payables | 31.3 | 32.0 |
Deferred income | 60.6 | 9.8 |
Deferred consideration | 33.5 | 52.2 |
Accruals | 148.6 | 126.9 |
VAT, withholding tax, and other taxes payable | 27.7 | 18.5 |
301.7 | 239.4 |
Notes to the Consolidated Financial Statements
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| 2023 | 2022 | |
| US$m | US$m | |
Loans and bonds | 1,632.3 | 1,564.3 |
Bank overdraft | 18.0 | 7.3 |
Total loans and bonds | 1,650.3 | 1,571.6 |
Current | 37.7 | 19.9 |
Non-current | 1,612.6 | 1,551.7 |
1,650.3 | 1,571.6 |
| 2023 | 2022 | |
| US$m | US$m | |
| Short-term lease liabilities | ||
Land | 30.2 | 31.8 |
Buildings | 4.7 | 2.2 |
Motor vehicles | 0.6 | 0.1 |
35.5 | 34.1 |
| 2023 | 2022 | |
| US$m | US$m | |
| Long-term lease liabilities | ||
Land | 193.1 | 188.4 |
Buildings | 10.8 | 3.4 |
Motor vehicles | – | 0.1 |
203.9 | 191.9 |
| Within | 2–5 years | 6–10 years | 10+ years | Total | |
| 1 year US$m | US$m | US$m | US$m | US$m | |
31 December 2023 | 44.4 | 139.8 | 138.6 | 350.6 | 673.4 |
31 December 2022 | 43.0 | 137.7 | 122.7 | 326.0 | 629.4 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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and Financial Statements 2023
Financial Statements
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.
| 2023 | 2022 | |
| US$m | US$m | |
Total contracted revenue | 5,417. 2 | 4,705.0 |
| Year ended 31 December | |||||
(US$m) | 2024 | 2025 | 2026 | 2027 | 2028 |
Middle East & North Africa | 52.5 | 49.6 | 49.6 | 49.6 | 49.6 |
East & West Africa | 278.3 | 287.4 | 247. 2 | 231.8 | 227.8 |
Central & Southern Africa | 362.1 | 334.7 | 300.8 | 271.5 | 256.6 |
Total | 692.9 | 671.7 | 597.6 | 552.9 | 534.0 |
24. Other gains and losses
| 2023 | 2022 | |
| US$m | US$m | |
Fair value gain/(loss) on derivative financial instruments | 2.1 | (51.5) |
Net monetary gain/(loss) on hyperinflation | (7.9) | – |
Fair value movement on forward contracts | (0.3) | 0.1 |
(6.1) | (51.4) |
All fair values are Level 2, except for the fair value of the embedded derivatives, which are
Level 3. Further detail can be found in Note 26.
25. Share-based payments
Pre-IPO LTIP
Ahead of the IPO certain Directors, former Directors, Senior Managers and employees of
the Group were granted nil-cost options in respect of shares up to an aggregate value of
US$10 million based on an offer price of 115 pence and a US Dollar to pounds Sterling
conversion rate of US$1:£0.7948 (the HT LTIP).
The Company issued 6,557,668 shares to the trustee of the Trust (or as it directs) immediately
prior to IPO in order to satisfy future settlement of awards under the HT LTIP and nil-cost
options under the HT MIPs. The Trust is consolidated into the Group.
These options became exercisable in tranches over a three-year period post-IPO. The award
participants were entitled to exercise some of the share options on IPO.
Number of options | 2023 | 2022 |
As at 1 January | 774,553 | 1,026,456 |
Granted during the year | – | – |
Exercised during the year | (252,500) | (251,903) |
Forfeited during the year | – | – |
At 31 December | 522,053 | 774,553 |
| Of which: | ||
Vested and exercisable | 522,053 | 774,553 |
Unvested | – | – |
Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a probability-weighted
expected returns methodology, which is an appropriate future-orientated approach when
considering the fair value of options/shares that have no intrinsic value at the time of issue.
In this case the expected future returns were estimated by reference to the expected
proceeds attributable to the underlying shares at IPO, as provided by management,
including adjustments for expected net debt, transaction costs and priority returns to other
shareholders. This is then discounted into present value terms adopting an appropriate
discount rate. The capital asset pricing methodology was used when considering an
appropriate discount rate to apply to the pay-out expected to accrue to the share awards
on realisation.
Notes to the Consolidated Financial Statements
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25. Share-based payments (continued)
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.
The Group has granted Long-Term Incentive Plan awards under the EIP to the Executive
Directors and selected key personnel. The equity settled awards comprise separate tranches
which vest depending upon the achievement of the following performance targets over a
three-year period:
– Relative TSR tranche;
– Adjusted EBITDA tranche;
– ROIC tranche; and
– Impact scorecard tranche (introduced in 2023).
Set out below are summaries of options granted under the EIP.
| 2023 | 2022 | |
| Number | Number | |
| of options | of options | |
As at 1 January | 10,534,604 | 7,695,687 |
Granted during the year | 9,097,196 | 4,233,199 |
Lapsed during the year | (1,282,200) | – |
Exercised during the year | (977,063) | (6,131) |
Forfeited during the year | (806,772) | (1,338,151) |
As at 31 December | 16,565,765 | 10,534,604 |
Vested and exercisable at 31 December | 954,734 | – |
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2023 financial
year in respect to the EIP was US$2.1 million (2022: US$3.1 million). All share options
outstanding as at 31 December 2023 have a remaining contractual life of 8.3 years.
The fair value at grant date is independently determined using the Monte Carlo model. Key
assumptions used in valuing the share-based payment charge are as follows:
2022 LTIP Award
| Relative | Adjusted | ||
| TSR | EBITDA | ROIC | |
Grant date | 28–Apr–22 | 28–Apr–22 | 28–Apr–22 |
Share price at grant date | £1.12 | £1.12 | £1.12 |
Fair value as a percentage of the grant price | 51.6% | 100.0% | 100.0% |
Term to vest (years) | 2.68 | n/a | n/a |
Expected life from grant date (years) | 2.68 | 2.68 | 2.68 |
Volatility | 47.4% | n/a | n/a |
Risk-free rate of interest | 1.6% | n/a | n/a |
Dividend yield | n/a | n/a | n/a |
Average FTSE 250 volatility | 42.7% | n/a | n/a |
Average FTSE 250 correlation | 27.7% | n/a | n/a |
Fair value per share | £0.58 | £1.12 | £1.12 |
2023 LTIP Award
| Relative | Adjusted | |||
| TSR | EBITDA | ROIC | Impact Scorecard | |
Grant date | 17–May–23 | 17–May–23 | 17–May–23 | 17–May–23 |
Share price at grant date | £0.918 | £0.918 | £0.918 | £0.918 |
Fair value as a percentage of the grant price | 42.0% | 100.0% | 100.0% | 100.0% |
Term to vest (years) | 2.87 | n/a | n/a | n/a |
| Expected life from grant date | ||||
(years) | 2.87 | 2.87 | 2.87 | 2.87 |
Volatility | 38.3% | n/a | n/a | n/a |
Risk-free rate of interest | 3.9% | n/a | n/a | n/a |
Dividend yield | n/a | n/a | n/a | n/a |
Average FTSE 250 volatility | 33.9% | n/a | n/a | n/a |
Average FTSE 250 correlation | 25.5% | n/a | n/a | n/a |
Fair value per share | £0.385 | £0.918 | £0.918 | £0.918 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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Financial Statements
25. Share-based payments (continued)
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In
2021, the Board granted inaugural ‘HT SharingPlan’ Restricted Stock Unit (RSU) awards
under the HT Global Share Purchase Plan rules. Each employee was granted a 2021 award
with a three-year vesting period. The Board also granted similar awards in 2022 and 2023,
again with a three-year vesting period.
All employees were granted awards of equal value and on the same terms. The vesting of the
awards is subject to continued employment with the Group.
| 2023 | 2022 | |
| Number | Number | |
| of RSUs | of RSUs | |
As at 1 January | 1,684,018 | 729,528 |
Granted during the year | 1,762,150 | 1,681,155 |
Forfeited during the year | (143,483) | (104,684) |
Vested during the year | (37,648) | (621,981) |
As at 31 December | 3,265,037 | 1,684,018 |
Deferred Bonuses
2023 | 2022 | |
As at 1 January | 85,755 | 36,583 |
Granted during the year | – | 49,172 |
Forfeited during the year | – | – |
Vested during the year | – | – |
As at 31 December | 85,755 | 85,755 |
26. Financial instruments
Financial instrument assets held by the Group at fair value had the following effect on profit
and loss:
| 31 December | 31 December | |
| 2023 | 2022 | |
| US$m | US$m | |
Balance brought forward | 2.8 | 57.7 |
Derivative financial instrument – 7.000% Senior Notes 2025 | 3.5 | (55.2) |
Currency forward contracts | – | 0.3 |
Balance carried forward | 6.3 | 2.8 |
Notes to the Consolidated Financial Statements
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26. Financial instruments (continued)
| 2023 | 2022 | |
| US$m | US$m | |
Debt (net of issue costs) | 1,889.7 | 1,797.6 |
Cash and cash equivalents | (106.6) | (119.6) |
Net debt | 1,783.1 | 1,678.0 |
Equity attributable to the owners | (68.3) | 8.3 |
Non-controlling interests | 29.8 | 41.0 |
(46.3x) | 34.1x |
Assets | Liabilities | |||
| 2023 | 2022 | 2023 | 2022 | |
| US$m | US$m | US$m | US$m | |
New Ghanaian Cedi | 18.0 | 15.7 | 19.1 | 20.8 |
Malagasy Ariary | 11.7 | 10.9 | 13.5 | 11.8 |
Tanzanian Shilling | 61.9 | 71.4 | 85.1 | 100.2 |
South African Rand | 6.1 | 5.6 | 16.0 | 17.5 |
Central African Franc | 35.7 | 35.7 | 156.1 | 137.0 |
Malawian Kwacha | 15.2 | 15.4 | 14.8 | 19.8 |
Omani Rial | 35.5 | 10.1 | 85.7 | 35.2 |
184.1 | 164.8 | 390.3 | 342.3 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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26. Financial instruments (continued)
| Impact on profit or loss | ||
| 2023 | 2022 | |
| US$m | US$m | |
New Ghanaian Cedi impact (27% movement) | (0.3) | 0.5 |
Malagasy Ariary impact (5% movement) | (0.1) | 0.1 |
Tanzanian Shilling impact (3% movement | (0.7) | 2.9 |
South African Rand (8% movement) | (0.8) | 1.2 |
Central African Franc Impact (4% movement) | (3.8) | 10.2 |
Malawian Kwacha (24% movement) | 0.1 | 0.5 |
Omani Rial (Pegged to USD) | – | 2.5 |
31 December 2023 | 31 December 2022 | ||||||
| Gross | Loss | Net | Gross | Loss | Net | ||
| exposure | allowance | exposure | exposure | allowance | exposure | ||
Group Rating | Risk of impairment | US$m | US$m | US$m | US$m | US$m | US$m |
1 | Remote risk | 251.6 | (0.3) | 251.3 | 184.1 | (0.3) | 183.8 |
2 | Low risk | 27.0 | (0.9) | 26.1 | 21.8 | (0.8) | 21.0 |
3 | Medium risk | 0.9 | (0.1) | 0.8 | 0.3 | – | 0.3 |
4 | High risk | 5.9 | (3.5) | 2.4 | 20.7 | (3.8) | 16.9 |
5 | Impaired | 2.0 | (0.6) | 1.4 | 2.5 | (0.9) | 1.6 |
Total | 287.4 | (5.4) | 282.0 | 229.4 | (5.8) | 223.6 |
Notes to the Consolidated Financial Statements
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26. Financial instruments (continued)
| Within | |||||
| 1 year | 1–2 years | 2–5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2023 | |||||
Non-interest bearing | 213.4 | – | – | – | 213.4 |
Fixed interest rate instruments | 44.4 | 789.8 | 438.6 | 350.5 | 1,623.4 |
Variable interest rate instruments | 18.0 | 22.3 | 489.8 | 144.5 | 674.6 |
275.8 | 812.1 | 928.4 | 495.0 | 2,511.4 | |
| 31 December 2022 | |||||
Non-interest bearing | 216.5 | – | – | – | 216.5 |
Fixed interest rate instruments | 43.0 | 39.7 | 1,441.3 | 493.8 | 2,017.8 |
Variable interest rate instruments | 10.2 | – | 25.0 | 200.0 | 235.2 |
269.7 | 39.7 | 1,466.3 | 693.8 | 2,469.5 |
| Within | |||||
| 1 year | 1–2 years | 2–5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2023 | |||||
Non-interest bearing | 282.0 | – | – | – | 282.0 |
Fixed interest rate instruments | 106.6 | – | – | – | 106.6 |
388.6 | – | – | – | 388.6 | |
| 31 December 2022 | |||||
Non-interest bearing | 204.9 | – | – | – | 204.9 |
Fixed interest rate instruments | 119.6 | – | – | – | 119.6 |
324.5 | – | – | – | 324.5 |
| Within | |||||
| 1 year | 1–2 years | 2–5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2023 | |||||
| Net settled: | |||||
Embedded derivatives | – | 6.3 | – | – | 6.3 |
– | 6.3 | – | – | 6.3 | |
| 31 December 2022 | |||||
| Net settled: | |||||
Embedded derivatives | – | – | 2.5 | – | 2.5 |
– | – | 2.5 | – | 2.5 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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26. Financial instruments (continued)
| Less than | ||||||
| On demand | 12 months | 1–2 years | 2–5 years | >5 years | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| 31 December 2023 | ||||||
Financial derivatives | – | 1.4 | (5.5) | (12.7) | (2.1) | (18.9) |
– | 1.4 | (5.5) | (12.7) | (2.1) | (18.9) |
| Opening | (Gain)/Loss | Closing | Weighted | |||
| Nominal | Carrying | balance 1 Jan | deferred to | balance | average | |
| amounts | value | 2023 | OCI | 31 Dec 2023 | maturity | |
| Interest Rate Swaps | US$m | US$m | US$m | US$m | US$m | year |
USD Term Loans | 400 | (14.7) | – | 14.7 | 14.7 | 2029 |
Notes to the Consolidated Financial Statements
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27. Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and make
disclosures for contingent liabilities as explained in note 2b.
A claim arising from a prior period is outstanding from the Tanzania Revenue Authority for
corporate income tax for the financial years ending 2018-2021 inclusive. The outstanding
amount is approximately US$9.2m.
A claim arising from a prior period is outstanding from DRC tax authorities issued an
assessment on a number of taxes amounting to $46.3 million for the financial years 2018 and
2019.
A claim arising from a prior period the DRC tax authorities issued a payment collection notice
for environmental taxes amounting to $33.7 million for the financial years 2013 to 2016.
In the year ended 2023, the Congo Brazzaville tax authorities issued a claim for securities
income tax, VAT and withholding tax. The outstanding amount is $10.1 million.
For all cases above, responses have been submitted to the relevant tax authority in relation
to the assessments and remain under review with local tax experts. The Directors believe that
the quantum of potential future cash outflows in relation to these tax audits is not probable
cannot be reasonably assessed and therefore no provision has been made for these amounts;
the balances above represent the Group’s assessment of the maximum possible exposure for
the years assessed. The Directors are working with their advisers and are in discussion with
the tax authorities to bring the matters to conclusion based on the facts.
Other individually immaterial tax, and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but not considered probable and therefore no provision has been recognised in
relation to these matters.
Legal claims
Other individually immaterial legal and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but no cash outflows are considered probable and therefore no provisions have
been recognised in relation to these matters.
| 2023 | 2022 | |
| US$m | US$m | |
External debt | (1,650.3) | (1,571.6) |
Lease liabilities | (239.4) | (226.0) |
Cash and cash equivalents | 106.6 | 119.6 |
Net debt | (1,783.1) | (1,678.0) |
| At | At | |||
| 1 January | 31 December | |||
| 2023 | Cash flows | Other | 2023 | |
| 2023 | US$m | US$m | US$m | US$m |
Cash and cash equivalents | 119.6 | (5.4) | (7.6) | 106.6 |
External debt | (1,571.6) | (75.7) | (3.0) | (1,650.3) |
Lease liabilities | (226.0) | 54.1 | (67.5) | (239.4) |
Total financing liabilities | (1,797.6) | (21.6) | (70.5) | (1,889.7) |
Net debt | (1,678.0) | (27.0) | (78.1) | (1,783.1) |
| At | At | |||
| 1 January | 31 December | |||
| 2022 | Cash flows | Other | 2022 | |
| 2022 | US$m | US$m | US$m | US$m |
Cash and cash equivalents | 528.9 | (405.0) | (4.3) | 119.6 |
External debt | (1,295.5) | (261.2) | (14.9) | (1,571.6) |
Lease liabilities | (181.9) | 40.8 | (84.9) | (226.0) |
Total financing liabilities | (1,477.4) | (220.4) | (99.8) | ( 1,797.6) |
Net debt | (948.5) | (625.4) | (104.1) | (1,678.0) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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Financial Statements
29. Loss per share
Basic loss per share has been calculated by dividing the total loss for the year by the weighted
average number of shares in issue during the year after adjusting for shares held in the EBT.
To calculate diluted loss per share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of all dilutive potential shares. Share options granted to
employees where the exercise price is less than the average market price of the Company’s
ordinary shares during the year are considered to be dilutive potential shares. Where share
options are exercisable based on performance criteria and those performance criteria have been
met during the year, these options are included in the calculation of dilutive potential shares.
The Directors believe that Adjusted EBITDA per share is a useful additional measure to better
understand the performance of the business (refer to Note 4).
Loss per share is based on:
| 2023 | 2022 | |
| US$m | US$m | |
Loss after tax for the year attributable to owners of the Company | (100.1) | (171.5) |
Adjusted EBITDA (Note 4) | 369.9 | 282.8 |
| 2023 | 2022 | |
| Number | Number | |
Weighted average number of ordinary shares used to calculate basic earnings per share | 1,048,501,270 | 1,047,039,919 |
Weighted average number of dilutive potential shares | 119,278,686 | 114,017,600 |
Weighted average number of ordinary shares used to calculate diluted earnings per share | 1,167,779, 956 | 1,161,057,519 |
| 2023 | 2022 | |
| Loss per share | cents | cents |
Basic | (10) | (16) |
Diluted | (10) | (16) |
| 2023 | 2022 | |
| Adjusted EBITDA per share | cents | cents |
Basic | 35 | 27 |
Diluted | 32 | 24 |
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$100.1 million (2022: US$171.5
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$369.9 million (2022: US$282.8 million). Refer to
Note 4 for a reconciliation of Adjusted EBITDA to net loss before tax.
30. Non-controlling Interest
Summarised financial information in respect of each of the Group’s subsidiaries that have
material non-controlling interests is set out below. The summarised financial information
below represents amounts before intragroup eliminations.
| Oman | ||
| 2022 | ||
| 2023 | US$m | |
| US$m | (Restated) | |
Current assets | 39.7 | 11.3 |
Non-current assets | 509.4 | 519.6 |
Current liabilities | (254.6) | (114.8) |
Non-current liabilities | (247. 2) | (256.3) |
Equity attributable to owners of the Company | 33.1 | 111.9 |
Non-controlling interests | 14.2 | 47.9 |
1
| Oman | ||
| 2023 | 2022 | |
| US$m | US$m | |
Revenue | 57.5 | 3.6 |
Expenses | (81.4) | (9.5) |
Loss for the year | (23.9) | (5.9) |
Loss attributable to owners of the Company | (16.7) | (4.1) |
Loss attributable to the non-controlling interests | (7. 2) | (1.8) |
Loss for the year | (23.9) | (5.9) |
Net cash inflow/(outflow) from operating activities | 22.9 | (4.6) |
Net cash (outflow)/inflow from investing activities | (13.5) | – |
Net cash inflow/(outflow) from financing activities | (2.1) | 8.2 |
Net cash inflow/(outflow) | 7.3 | 3.6 |
1 Restatement on finalisation of acquisition accounting.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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and Financial Statements 2023
Financial Statements
| Previously | Final | ||
| reported | Adjustment | allocation | |
| US$m | US$m | US$m | |
Total consideration paid | 494.6 | – | 494.6 |
Repayment of debt to seller | (328.8) | – | (328.8) |
Consideration paid in cash for minority interest | (49.7) | – | (49.7) |
Deferred receivable | (7.3) | – | (7. 3) |
IFRS Consideration | 108.8 | – | 108.8 |
Non-controlling interest | 49.7 | – | 49.7 |
Less: Net assets acquired | (135.0) | (6.9) | (141.9) |
Resulting goodwill | 23.5 | (6.9) | 16.6 |
| Previously | Final | ||
| reported | Adjustment | allocation | |
| Identifiable assets acquired at 8 December 2022: | US$m | US$m | US$m |
| Assets | |||
Fair value of property, plant and equipment | 147.6 | (23.3) | 124.3 |
Fair value of intangible assets | 322.8 | (1.4) | 321.4 |
Right of use assets | 19.4 | 26.5 | 45.9 |
Other assets | 0.7 | – | 0.7 |
Cash | 0.6 | – | 0.6 |
Total assets | 491.1 | 1.8 | 492.9 |
| Liabilities | |||
Other liabilities | (7.9) | 4.6 | (3.3) |
Lease liabilities | (19.4) | 0.5 | (18.9) |
Loans | (328.8) | – | (328.8) |
Total liabilities | (356.1) | 5.1 | (351.0) |
Total net identifiable assets | 135.0 | 6.9 | 141.9 |
32. Subsequent events
There were no material subsequent events.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued
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and Financial Statements 2023
Financial Statements
Company Statement of Financial Position
As at 31 December 2023
Note
2023
US$m
2022
US$m
Non-current assets
Investments 3 1,317.1 1,316.9
1,317.1 1,316.9
Current assets
Trade and other receivables 4 76.1 63.8
Prepayments 0.6 0.2
Cash and cash equivalents 5 2.8 5.9
79.5 69.9
Total assets 1,396.6 1,386.8
Equity
Issued capital and reserves
Share capital 6 13.5 13.5
Share premium 105.6 105.6
Share-based payments reserves 17.6 16.0
Other reserves 7.2 7.2
Retained earnings 1,215.6 1,234.4
Total equity 1,359.5 1,376.7
Current liabilities
Trade and other payables 7 37.1 10.1
Total liabilities 37.1 10.1
Total equity and liabilities 1,396.6 1,386.8
The loss for the year attributable to the shareholders of the Company and recorded through
the accounts of the Company was US$18.8 million (2022: US$10.1 million).
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on
13 March 2024 and signed on its behalf by:
Tom Greenwood Manjit Dhillon
Company Statement of Changes in Equity
For the year ended 31 December 2023
Share
capital
US$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
2022 13.5 105.6 7.2 12.4 1,244.5 1,383.2 1,383.2
Total comprehensive
loss for the year – – – – (10.1) (10.1) (10.1)
Transactions with
owners:
Share-based payments – – – 3.6 – 3.6 3.6
Balance at
31 December 2022 13.5 105.6 7. 2 16.0 1,234.4 1,376.7 1,376.7
Total comprehensive
loss for the year – – – – (18.8) (18.8) (18.8)
Transactions with
owners:
Share-based payments – – – 1.6 – 1.6 1.6
Balance at
31 December 2023 13.5 105.6 7.2 17.6 1,215.6 1,359.5 1,359.5
Share-based payments reserves relate to share options awarded. For further information
refer to details set out in Note 13 in the Consolidated Financial Statements of the Group.
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Helios Towers plc Annual Report
and Financial Statements 2023
Financial Statements
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.
Going Concern
The directors have, at the time of approving the financial statements, a reasonable expectation
that the Company has adequate resources to continue in operational existence for the
foreseeable future as the Company has both positive net assets and current assets to meet its
obligations in the future. Thus they continue to adopt the going concern basis of accounting in
preparing the financial statements.
Foreign currency translation
In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing
at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was determined.
Notes to the Company Financial Statements
For the year ended 31 December 2023
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party
to the contractual provisions of the instrument. Financial liabilities and equity instruments are
classified according to the substance of the contractual arrangements entered into. An
equity instrument is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including
transaction costs), except for those financial assets classified as at fair value through profit or
loss, which are initially measured at fair value (which is normally the transaction price
excluding transaction costs), unless the arrangement constitutes a financing transaction. If an
arrangement constitutes a financing transaction, the financial asset or financial liability is
measured at the present value of the future payments discounted at a market rate of interest
for a similar debt instrument.
Debt instruments that are classified as payable or receivable within one year on initial
recognition, and which meet the above conditions, are measured at the undiscounted amount of
the cash or other consideration expected to be paid or received, net of impairment.
(ii) Investments
Investments in subsidiaries and associates are measured at cost less impairment (which is
tested when there is an indicator of potential impairment). For investments in subsidiaries
acquired for consideration, including the issue of shares qualifying for merger relief, cost is
measured by reference to the nominal value of the shares issued plus the fair value of other
consideration.
(iii) Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other
resources received or receivable, net of direct issue costs.
(iv) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at
each balance sheet date and if such an indicator exists, an impairment test is performed. If
there is objective evidence of impairment, an impairment loss is recognised in profit or loss.
Related parties
For the purpose of these Financial Statements, parties are considered to be related to the
Company if they have the ability, directly or indirectly to control the Company or exercise
significant influence over the Company in making financial or operating decisions, or vice
versa, or where the Company is subject to common control or common significant influence.
Related parties may be individuals or other entities.
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.
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and Financial Statements 2023
Financial Statements
2. Accounting policies (continued)
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
fairvalue 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.
A source of estimation uncertainty for the Company relates to the review for impairment
ofinvestment carrying values and the estimates used when determining the recoverable
value of the investment. However, there is not considered to be a significant risk of material
adjustment from revisions to these assumptions within the next financial year.
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.
Allcarrying values are considered to be fair values.
Foreign currency risk
The Company holds monetary assets and liabilities in currencies other than US Dollar.
Themajority of these relate to intercompany balances.
3. Investments
2023
US$m
2022
US$m
Cost
Brought forward 1,316.9 1,240.2
Additions in the year 0.2 76.7
Carried forward at 31 December 1, 317.1 1,316.9
Provision for impairment
Brought forward – –
Carried forward at 31 December – –
Net book value as at 31 December 1,317.1 1,316.9
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 2023.
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
Helios Towers Gabon Holdings Limited 13636529
Helios Towers Chad Holdings Limited 13547961
The registered office address of all subsidiaries is included in the list of subsidiaries on page 172.
Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings Ltd,
Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville Holdco
Limited, Helios Towers Chad Holdco Limited, Towers NL Coöperatief U.A., McRory Investment
B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK Holdings Limited,
HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited and HTA (UK) Partner
Limited are intermediate holding companies.
The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT
Infraco Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU,
Madagascar Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the
remaining South African entities are the building and maintenance of telecommunications
towers to provide space on those towers to wireless telecommunication service providers in
Africa and the Middle East.
All investments relate to ordinary shares.
Notes to the Company Financial Statements
For the year ended 31 December 2023 continued
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Helios Towers plc Annual Report
and Financial Statements 2023
Financial Statements
3. Investments (continued)
The subsidiary companies of Helios Towers plc are as follows:
Effective shareholding 2023 Effective shareholding 2022
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% – 100%
Helios Towers Chad Holdings Limited United Kingdom – 100% – 100%
Helios Towers Congo Brazzaville SASU Republic of Congo – 100% – 100%
Helios Towers DRC S.A.R.L. Democratic Republic of the Congo – 100% – 100%
Helios Towers FZ-LLC United Arab Emirates – 100% – 100%
Helios Towers Gabon Holdings Limited United Kingdom – 100% – 100%
Helios Towers Ghana Limited Company 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 – 66% – 66%
Helios Towers South Africa Services (Pty) Ltd South Africa – 100% – 100%
Helios Towers (SFZ) SPC Oman – 100% – 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 of the Congo – 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 Company Ghana – 100% – 100%
HTSA Towers (Pty) Ltd South Africa – 100% – 100%
HTT Infraco Limited Tanzania – 100% – 100%
Madagascar Towers SA Madagascar – 100% – 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% – 100%
Helios Towers Group Services (Pty) Ltd South Africa – 100% – 100%
Malawi Towers Limited Malawi – 80% – 80%
Helios Towers Gabon S.A. Gabon – 100% – 100%
Oman Tech Infrastructure SAOC Oman – 70% – 70%
Notes to the Company Financial Statements
For the year ended 31 December 2023 continued
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and Financial Statements 2023
Financial Statements
4. Trade and other receivables
2023
US$m
2022
US$m
Amounts receivable from related parties 75.7 63.8
Amounts receivable from related parties are unsecured, interest free and repayable on
demand.
5. Cash and cash equivalents
2023
US$m
2022
US$m
Bank balances 2.8 5.9
6. Share capital
2023 2022
Number
of shares
(millions) US$m
Number
of shares
(millions) US$m
Authorised, issued and fully paid
Ordinary shares of £0.01 each 1,051 13.5 1,051 13.5
1,051 13.5 1,051 13.5
The share capital is represented by the share capital of the Company, Helios Towers plc. The
Company was incorporated on 1 August 2019 to act as the holding company for the Group.
7. Trade and other payables
2023
US$m
2022
US$m
Amounts payable to related parties 36.8 10.1
Amounts payable to related parties are unsecured, interest free and repayable on demand.
8. Staff costs
The average monthly number of employees during the year was nil.
Notes to the Company Financial Statements
For the year ended 31 December 2023 continued
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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 6th Floor, ECOBANK Building, Avenue Amilcar Cabral, Downtown, Brazzaville, Republic of 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 Company No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra-Ghana
HTG Managed Services Limited Company 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 5e étage Batiment H, Résidence Malaado Plaza, Tour de l’œu
Helios Towers (SFZ) SPC Salalah Free Zone, PO Box 87, Postal code: 217, Oman
HT Services Limited 2nd Floor, Glass House, Area 14, Lilongwe, Malawi
Helios Towers Malawi Limited 2nd Floor, Glass House, Area 14, Lilongwe, Malawi
Helios Towers Madagascar SA Batiment Ariane 5 B - Rez-de chaussée – Zone GALAXY Adraharo - Antananarivo – Madagascar
Oman Tech Infrastructure SAOC Salalah Free Zone / Salalah / Dhofar Governorate. P.O. Box: 87, Postal Code: 217, Sultanate of Oman
Helios Towers Gabon S.A Immeuble Assia 1, 1er Etage, Haut de guegue, BP 936, Libreville, Gabon
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and Financial Statements 2023
Officers, professional advisors and shareholder information
Directors
Sir Samuel Jonah
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
Helis Zulijani-Boye
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
Company Secretary
Paul Barrett
Registered Office
10th Floor
5 Merchant Square West
London
W2 1AS
United Kingdom
Registered number
12134855
Banker
NatWest Bank Plc
63 Piccadilly & New Bond Street
London
W1J 0AJ
Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Solicitor
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Financial PR
FTI Consulting
200 Aldersgate Street
Barbican
London
EC1A 4HD
Shareholder Information
Corporate website
The website provides information regarding
the Company’s:
– governance;
– Sustainable Business Strategy;
– business model; and
– values and approach.
There is also a dedicated Investors section
which contains up-to-date information for
shareholders and future investors including:
– results, reports and presentations;
– regulatory announcements;
– share price data;
– financial calendar; and
– recent M&A transactions and financing
projects.
Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
All general queries regarding holdings of
ordinary shares in the Company should be
addressed to the Company’s Registrar at the
above address or online at
www-uk.computershare.com/
Investor/#Home.
Telephone for both UK and overseas
shareholders: +44 (0)370 703 6049
Electronic communications
We encourage our shareholders to receive
documentation from Helios Towers plc
electronically to benefit from:
– viewing the Annual Report and Financial
Statements on their publication date;
– receiving email alerts when shareholder
documents are available;
– casting their AGM vote electronically; and
– managing their shareholding quickly and
securely online, through Computershare.
Receiving electronic shareholder
communications also carries environmental
benefits through reduced use of printing,
paper and couriers. For further information
and to register for electronic shareholder
communications, visit www-uk.
computershare.com/Investor/#Home.
Shareholder security
Companies have become increasingly aware
of shareholders receiving unsolicited
telephone calls or correspondence
concerning investment matters. These callers
typically cold-call investors offering
worthless, overpriced, or potentially non-
existent shares, or to buy shares at an inflated
price in return for an upfront payment.
More detailed information on this or similar
activity, and how to avoid investment scams,
can be found on the Financial Conduct
Authority’s website.
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Helios Towers plc Annual Report
and Financial Statements 2023
Glossary
We have prepared the annual report using a
number of conventions, which you should
consider when reading information
contained herein as follows.
All references to ‘we’, ‘us’, ‘our’, ‘HT Group’,
‘Helios Towers’ our ‘Group’ and the ‘Group’
are references to Helios Towers, plc and its
subsidiaries, taken as a whole.
‘2G’ means the second-generation cellular
telecommunications network commercially
launched on the GSM and CDMA standards.
‘3G’ means the third-generation cellular
telecommunications networks that allow
simultaneous use of voice and data services,
and provide high-speed data access using a
range of technologies.
‘4G’ means the fourth-generation cellular
telecommunications networks that allow
simultaneous use of voice and data services,
and provide high-speed data access using a
range of technologies (these speeds exceed
those available for 3G).
‘5G’ means the fifth generation cellular
telecommunications networks. 5G does not
currently have a publicly agreed upon
standard; however, it provides high-speed
data access using a range of technologies
that exceed those available for 4G.
‘Adjusted EBITDA’ is defined by
management as loss before tax for the year,
adjusted for finance costs, other gains and
losses, interest receivable, loss on disposal of
property, plant and equipment, amortisation
of intangible assets, depreciation and
impairments of property, plant and
equipment, depreciation of right-of-use
assets, deal costs for aborted acquisitions,
deal costs not capitalised, share-based
payments and long-term incentive plan
charges, and other adjusting items. Adjusting
items are material items that are considered
one-off by management by virtue of their
size and/or incidence.
‘Adjusted EBITDA margin’ means Adjusted
EBITDA divided by revenue.
‘Adjusted gross margin’ means Adjusted
Gross Profit divided by revenue.
‘Adjusted gross profit’ means gross profit
adding back site and warehouse
depreciation.
‘Airtel’ means Airtel Africa.
‘amendment revenue’ means revenue from
amendments to existing site contracts when
tenants add or modify equipment, taking up
additional vertical space, wind load capacity
and/or power consumption under an existing
site contract.
‘anchor tenant’ means the primary customer
occupying each site.
‘Analysys Mason’ means Analysys Mason
Limited.
‘Annualised Adjusted EBITDA’ means
Adjusted EBITDA for the last three months
ofthe respective period, multiplied by
four,adjusted to reflect the annualised
contribution from acquisitions that have
closed in the last three months of the
respective period.
‘Annualised portfolio free cash flow’ means
portfolio free cash flow for the respective
period, adjusted to annualise for the impact
of acquisitions closed during the period.
‘average remaining life’ means the average
of the periods through the expiration of the
term under certain agreements.
‘APMs’ Alternative Performance Measures
are measures of financial performance,
financial position or cash flows that are not
defined or specified under IFRS but used by
the Directors internally to assess the
performance of the Group.
‘Average grid hours’ or ‘average grid
availability’ reflects the estimated site weighted
average of grid availability per day across the
Group portfolio in the reporting year.
‘build-to-suit/BTS’ means sites constructed
by our Group on order by a MNO.
‘CAGR’ means compound annual growth rate.
‘Carbon emissions per tenant’ is the metric
used for our intensity target. The carbon
emissions include Scope 1 and 2 emissions
for the markets included in the target and
theaverage number of tenants is calculated
using monthly data.
‘Chad’ means Republic of Chad.
‘colocation’ means the sharing of site space
by multiple customers or technologies on the
same site, equal to the sum of standard
colocation tenants and amendment
colocation tenants.
‘colocation tenant’ means each additional
tenant on a site in addition to the primary
anchor tenant and is classified as either a
standard or amendment colocation tenant.
‘committed colocation’ means contractual
commitments relating to prospective
colocation tenancies with customers.
‘Company’ means Helios Towers, Ltd prior to
17 October 2019, and Helios Towers plc on or
after 17 October 2019.
‘Congo Brazzaville’ otherwise also known as
the Republic of Congo.
‘contracted revenue’ means total
undiscounted revenue as at that date with local
currency amounts converted at the applicable
average rate for US Dollars heldconstant. Our
contracted revenue calculation for each year
presented assumes: (i) no escalation in fee
rates, (ii) no increases in sites or tenancies
other than our committed tenancies (which
include committed colocations and/or
committed anchor tenancies), (iii) our
customers do not utilise any cancellation
allowances set forth in their MLAs (iv) our
customers do not terminate MLAs early for any
reason and (v) no automatic renewal.
‘corporate capital expenditure’ primarily
relates to furniture, fixtures and equipment.
‘CPI’ means Consumer Price Index.
‘Downtime per tower per week’ refers to the
average amount of time our sites are not
powered across each week within our 7
markets that Helios Towers was operating in
across 2022 and 2023.
‘DEI’ means Diversity, Equity and Inclusion.
‘Deloitte’ means Deloitte LLP.
‘DRC’ means Democratic Republic of Congo.
‘ESG’ means Environmental, Social and
Governance.
‘Executive Committee’ means the Group
CEO, the Group CFO, the regional CEO’s,
theDirector of Business Development and
Regulatory Affairs, the Director of Delivery
and Business Excellence, the Director of
Operations and Engineering, the Director of
Human Resources, the Director of Property
and SHEQ and the General Counsel and
Company Secretary.
‘Executive Leadership Team’ means the
Executive Committee, the regional directors,
the country managing directors and the
functional specialists.
‘Executive Management’ means Executive
Committee.
‘FCA’ means ‘Financial Conduct Authority’.
‘FRC’ means the Financial Reporting Council.
‘FRS 102’ means the Financial Reporting
Standard Applicable in the UK and Republic
of Ireland.
‘FTSE’ refers to ‘Financial Times Stock
Exchange’.
‘FTSE WLR’ means FTSE Women Leaders
Review.
‘Free Cash Flow’ means Adjusted free cash
flow less net change in working capital, cash
paid for adjusting and EBITDA adjusting
items, cash paid in relation to non-recurring
taxes and proceeds on disposal of assets.
‘Gabon’ means Gabonese Republic.
‘Ghana’ means the Republic of Ghana.
‘GHG’ means greenhouse gases.
‘gross debt’ means non-current loans and
current loans and long-term and short-term
lease liabilities.
‘gross leverage’ means gross debt divided
by annualised Adjusted EBITDA.
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Glossary continued
‘gross margin’ means gross profit, adding
site and warehouse depreciation, divided
byrevenue.
‘growth capex’ or ‘growth capital
expenditure’ relates to (i) construction
ofbuild-to-suit sites (ii) installation of
colocation tenants and (ii) and investments
in power management solutions.
‘Group’ means Helios Towers, Ltd (HTL) and
its subsidiaries prior to 17 October 2019, and
Helios Towers plc and its subsidiaries on or
after 17 October 2019.
‘GSMA’ is the industry organisation that
represents the interests of mobile network
operators worldwide.
‘Hard currency Adjusted EBITDA’ refers to
Adjusted EBITDA that is denominated in US
Dollars, US$ pegged, US Dollar linked or Euro
pegged.
‘Hard currency Adjusted EBITDA %’ refers
toHard currency Adjusted EBITDA as a % of
Adjusted EBITDA
‘Helios Towers Congo Brazzaville’ or ‘HT
Congo Brazzaville’ means Helios Towers
Congo Brazzaville SASU.
‘Helios Towers DRC’ or ‘HT DRC’ means HT
DRC Infraco SARL.
‘Helios Towers Ghana’ or ‘HT Ghana’ means
HTG Managed Services Limited.
‘Helios Towers Oman’ or ‘HT Oman’ means
Oman Tech Infrastructure SAOC.
‘Helios Towers plc’ means the ultimate
Company of the Group.
‘Helios Towers South Africa’ or ‘HTSA’
means Helios Towers South Africa Holdings
(Pty) Ltd and its subsidiaries.
‘Helios Towers Tanzania’ or ‘HT Tanzania’
means HTT Infraco Limited.
‘IAL’ means Independent Audit Limited.
‘IFRS’ means International Financial
Reporting Standards as adopted by the
European Union.
‘independent tower company’ means a
tower company that is not affiliated with
atelecommunications operator.
‘Indicative site ROIC’ is for illustrative
purposes only, and based on Group
averagebuild-to-suit tower economics as of
December 2023. Site ROIC calculated as site
portfolio free cash flow divided by indicative
capital expenditure. Site portfolio free cash
flow reflects indicative Adjusted gross profit
per site less ground lease expense and
non-discretionary capex.
‘Indicative site Adjusted gross profit and
profit/(loss) before tax’ is for illustrative
purposes only, and based on Group average
build-to-suit tower economics as of
December 2023. Site profit/(loss) before tax
calculated as indicative Adjusted gross profit
per site less indicative selling, general and
administrative (SG&A), depreciation and
financing costs.
‘IPO’ means Initial Public Offering.
‘ISO accreditations’ refers to the
International Organisation for
Standardisation and its published standards:
ISO 9001 (Quality Management), ISO 14001
(Environmental Management), ISO 45001
(Occupational Health and Safety) and ISO
37001 (Anti-Bribery Management), ISO
27001 (Information Security Management).
‘IVMS’ means in-vehicle monitoring system.
‘Lath’ means Lath Holdings, Ltd.
‘Lean Six Sigma’ is a renowned approach
that helps businesses increase productivity,
reduce inefficiencies and improve the quality
of output.
‘lease-up’ means the addition of colocation
tenancies to our sites.
‘Levered portfolio free cash flow’ means
portfolio free cash flow less net payment of
interest.
‘Lost Time Injury Frequency Rate’ means
the number of lost time injuries per one
million hours worked (12-month roll)
‘LSE’ means London Stock Exchange.
‘LTIP ’ means Long Term Incentive Plan.
‘Madagascar’ means Republic of
Madagascar.
‘Malawi’ means Republic of Malawi.
‘maintenance capital expenditure’ means
capital expenditures for periodic
refurbishments and replacement of parts and
equipment to keep existing sites in service.
‘Mauritius’ means the Republic of Mauritius.
‘MENA’ means Middle East & 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.
‘Millicom’ means Millicom International
Cellular SA.
‘MLA’ means master lease agreement.
‘MNO’ means mobile network operator.
‘mobile penetration’ means the amount
ofunique mobile phone subscriptions as a
percentage of the total market for active
mobile phones.
‘MTN’ means MTN Group Ltd.
‘MTSAs’ means master tower services
agreements.
‘Near miss’ is an event not causing harm but
with the potential to cause injury or ill health.
‘NED’ means Non- Executive Director.
‘net debt’ means gross debt less cash and
cash equivalents.
‘net leverage’ means net debt divided by last
quarter annualised Adjusted EBITDA.
‘net receivables’ means total trade
receivables (including related parties) and
accrued revenue, less deferred income.
‘Newlight’ means Newlight Partners LP.
‘Oman’ means Sultanate of Oman.
‘Orange’ means Orange S.A.
‘Organic tenancy growth’ means the
addition of BTS or colocations.
‘our established markets’ refers to Tanzania,
DRC, Congo Brazzaville, Ghana and South
Africa.
‘our markets’ or ‘markets in which we
operate’ refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal,
Madagascar, Malawi and Oman.
‘Percentage of employees trained in Lean
Six Sigma’ is the percentage of permanent
employees who have completed the Orange
or Black Belt training programme.
‘Population coverage’ refers to the Company
estimated potential population that falls
within the network coverage footprint of our
towers, calculated using WorldPop source
data.
‘Portfolio free cash flow’ defined as
Adjusted EBITDA less maintenance and
corporate capital additions, payments of
lease liabilities (including interest and
principal repayments of lease liabilities)
andtax 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
ourservice 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.
‘Principal Shareholders’ refers to Quantum
Strategic Partners Ltd, Helios Investment
Partners and Albright Capital Management.
Governance Report Financial StatementsStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2023
Glossary continued
‘Project 100’ refers to our commitment to
invest US$100 million between 2022 and
2030 on carbon reduction and carbon
innovation.
‘Quantum’ means Quantum Strategic
Partners, Ltd.
‘RMS’ means Remote Monitoring System.
‘Road Traffic Accident Frequency Rate’
means the number of work related road
traffic accidents per one million kilometres
driven (12-month roll).
‘ROIC’ means return on invested capital and
is defined as annualised portfolio free cash
flow divided by invested capital.
‘Rural area’ while there is no global
standardised definition of rural, we have
defined rural as milieu with population
density per square kilometre of up to 1,000
inhabitants. These include greenfield sites,
small villages and towns with a series of
smallsettlement structures.
‘Rural coverage’ is the population living
within the footprint of a site located in
aruralarea.
‘Rural sites’ means sites which align to the
above definition of ‘Rural area’.
‘Senegal’ means the Republic of Senegal.
‘Shares’ means the shares in the capital of
the Company.
‘Shareholders Agreement’ means the
agreement entered into between the Principal
Shareholders and the Company on 15 October
2019, which grants certain governance rights
to the Principal Shareholders and sets out a
mechanism for future sales of shares in the
capital of the Company.
‘SHEQ’ means safety, health, environment
and quality.
‘site acquisition’ means a combination
ofMLAs or MTSAs, which provide the
commercial terms governing the provision
ofsite space, and individual ISA, which act
asan 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
SouthAfrica.
‘standard colocation’ means tower space
under a standard tenancy site contract rate
and configuration with defined limits in terms
of the vertical space occupied, the wind load
and power consumption.
‘standard colocation tenant’ means a
customer occupying tower space under a
standard tenancy lease rate and configuration
with defined limits in terms of the vertical
space occupied, the wind load and power
consumption.
‘strategic suppliers’ means suppliers that
deliver products or provide us with services
deemed critical to executing our strategy
such as site maintenance and batteries.
‘Sub-Saharan Africa’ or ‘SSA’ means African
countries that are fully or partially located
south of the Sahara.
‘Tanzania’ means the United Republic of
Tanzania.
‘TCFD’ means Task Force on Climate-Related
Financial Disclosures.
‘telecommunications operator’ means a
company licensed by the government to
provide voice and data communications
services.
‘tenancy’ means a space leased for
installation of a base transmission site and
associated antennae.
‘tenancy ratio’ means the total number of
tenancies divided by the total number of our
sites as of a given date and represents the
average number of tenants per site within
aportfolio.
‘tenant’ means an MNO that leases vertical
space on the tower and portions of the land
underneath on which it installs its equipment.
‘the Code’ means the UK Corporate
Governance Code published by the FRC
anddated July 2018, as amended from time
to time.
‘the Regulations’ means the Large and
Medium-sized Companies and Groups
(Accounts and Reports) regulations 2008
(asamended).
‘the Trustee’ means the trustee(s) of the EBT.
‘Tigo’ refers to one or more subsidiaries of
Millicom that operate under the commercial
brand ‘Tigo’.
‘total colocations’ means standard
colocations plus amendment colocations
asof 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
businessof building, acquiring and
operatingtelecommunications towers
thatcan accommodate and power the
needsof multiple tenants.
‘tower sites’ means ground-based
towersand rooftop towers and installations
constructed and owned by us on property
(including a rooftop) that is generally owned
or leased by us.
‘TSR’ means total shareholder return.
‘UK Corporate Governance Code’ means the
UK Corporate Governance Code published
by the Financial Reporting Council and dated
July 2018, as amended from time to time.
‘UK GAAP’ means the United Kingdom
Generally Accepted Accounting Practice.
‘upgrade capex’ or ‘upgrade capital
expenditure’ comprises structural,
refurbishment and consolidation activities
carried out on selected acquired sites.
‘US-style contracts’ means the structure and
tenor of contracts are broadly comparable to
large US-based companies.
‘Viettel’ means Viettel Tanzania Limited.
‘Vodacom’ means Vodacom Group Limited.
‘Vodacom Tanzania’ means Vodacom
Tanzania plc.
Our customers, as well as certain other
telecommunications operators named in this
Annual Report, are generally referred to in
this document by their trade names. Our
contracts with these customers are typically
with an entity or entities in that customer’s
group of companies.
Annual Report and Financial Statements
2023: https://www.heliostowers.com/
annual-report-2023.pdf
Reporting supplement to the Annual Report
and Financial Statements 2023: https://
www.heliostowers.com/annual-report-
supplement-2023.pdf
176
Helios Towers plc Annual Report
and Financial Statements 2023
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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
ofsecurities 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 thesame
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,
thecomparable GAAP measures.
10th Floor
5 Merchant Square West
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T: +44 (0) 207 871 3670
F: +44 (0) 207 235 6542
Registered Company Number
12134855
heliostowers.com