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Statement of compliance and presentation of \ufb01nancial statements Helios Towers plc (the \u2018Company\u2019), together with its subsidiaries (collectively, \u2018Helios\u2019, or the \u2018Group\u2019), is an independent tower company, with operations across nine countries. Helios Towers plc is a public limited company incorporated and domiciled in the UK, and registered under the laws of England & Wales under company number 12134855 with its registered address at 10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom. In October 2019, the ordinary shares of Helios Towers plc were admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange Plc\u2019s main market for listed securities. The Company and entities controlled by the Company are disclosed in Note 13. The principal accounting policies adopted by the Group are set out in Note 2. These policies have been consistently applied to all periods presented. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-387": { "value": "1. Statement of compliance and presentation of \ufb01nancial statements Helios Towers plc (the \u2018Company\u2019), together with its subsidiaries (collectively, \u2018Helios\u2019, or the \u2018Group\u2019), is an independent tower company, with operations across nine countries. Helios Towers plc is a public limited company incorporated and domiciled in the UK, and registered under the laws of England & Wales under company number 12134855 with its registered address at 10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom. In October 2019, the ordinary shares of Helios Towers plc were admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange Plc\u2019s main market for listed securities. The Company and entities controlled by the Company are disclosed in Note 13. The principal accounting policies adopted by the Group are set out in Note 2. These policies have been consistently applied to all periods presented. 2(a). Accounting policies Basis of preparation The Group\u2019s Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain \ufb01nancial instruments that are measured at fair value at the end of each reporting period. The Financial Statements are presented in United States Dollars (US$) and rounded to the nearest hundred thousand (US$0.1 million) except when otherwise indicated. Comparatives are updated where appropriate. The principal accounting policies adopted are set out below. Basis of consolidation The Consolidated Financial Statements incorporate the Financial Statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: \u2013 has the power over the investee; \u2013 is exposed, or has rights, to variable return from its involvement with the investee; and \u2013 has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Speci\ufb01cally, the results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of pro\ufb01t or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Pro\ufb01t or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a de\ufb01cit balance. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used in line with the Group\u2019s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash \ufb02ows relating to transactions between the members of the Group are eliminated on consolidation. Non-controlling interests in subsidiaries are identi\ufb01ed separately from the Group\u2019s equity therein. Those interests of non-controlling shareholders that have present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identi\ufb01able net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests\u2019 share of subsequent changes in equity. Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non-controlling interests are adjusted to re\ufb02ect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company . Going concern The Directors believe that the Group is well placed to manage its business risks successfully, despite the current uncertain economic outlook in the wider economy. The Group\u2019s forecasts and projections, taking account of possible changes in trading performance, show that the Group should remain adequately liquid and should operate within the covenant levels of its debt facilities (Note 20).
Going concern (continued)
As part of their regular assessment of the Group\u2019s working capital and \ufb01nancing position, the
Directors have prepared a detailed trading and cash \ufb02ow forecast for a period which covers
at least 12 months after the date of approval of the Consolidated Financial Statements,
together with sensitivities and a \u2018reasonable worst case\u2019 stress scenario. In assessing the
forecasts, the Directors have considered:
\u2013 trading and operating risks presented by the conditions in the operating markets;
\u2013 the impact of macroeconomic factors, particularly in\ufb02ation, interest rates and foreign
exchange rates;
\u2013 climate change risks and initiatives, including the Group\u2019s Project 100 initiative;
\u2013 the availability of the Group\u2019s funding arrangements, including loan covenants and non-
reliance on facilities with covenant restrictions in more extreme downside scenarios;
\u2013 the status of the Group\u2019s \ufb01nancial arrangements;
\u2013 progress made in developing and implementing cost reduction programmes, climate
change considerations and initiatives and operational improvements; and
\u2013 mitigating actions available should business activities fall behind current expectations,
including the deferral of discretionary overheads and other expenditures.
In particular for the current year, the Directors have considered the impact of rising energy
prices and the broader in\ufb02ationary environment on the Group\u2019s operations.
Based on the foregoing considerations, the Directors continue to consider it appropriate to
adopt the going concern basis of accounting in preparing the Consolidated Financial
Statements.
New accounting policies in 2022
In the current \ufb01nancial year, the Group has adopted the following new and revised Standards,
Amendments and Interpretations. Their adoption has not had a signi\ufb01cant impact on the
amounts reported in these Financial Statements:
\u2013 Amendments to IFRS 3: Reference to the Conceptual Framework, Amendments to IAS 16:
Property, Plant and Equipment\u2014Proceeds before Intended Use, Amendments to IAS 37:
Onerous Contracts \u2013 Cost of ful\ufb01lling a Contract, Annual Improvements to IFRS Standards:
2018\u20132020 Cycle, Amendments to IFRS 1: First-time Adoption of International Financial
Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41: Agriculture.
2(a). Accounting policies (continued) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred in a business combination in accordance with IFRS 3 Business Combinations
(IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair
values of assets transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interest issued by the Group in exchange for control of
the acquiree. The identi\ufb01able assets, liabilities and contingent liabilities (identi\ufb01able net
assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs
are expensed as incurred and included in administrative expenses.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are
recognised at their fair value at the acquisition date, except that:
\u2013 uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related
to employee bene\ufb01t arrangements are recognised and measured in accordance with IAS 12
Income Taxes and IAS 19 Employee Bene\ufb01ts respectively;
\u2013 liabilities or equity instruments related to share-based payment arrangements of the
acquiree or share-based payment arrangements of the Group entered into to replace
share-based payment arrangements of the acquiree are measured in accordance with
IFRS 2 Share-Based Payments at the acquisition date (see below); and
\u2013 assets (or disposal groups) that are classi\ufb01ed as held for sale in accordance with IFRS 5
Non-current Assets Held for Sale and Discontinued Operations are measured in
accordance with that Standard.
When the Group acquires a business, it assesses the \ufb01nancial assets and liabilities assumed
for appropriate classi\ufb01cation and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date. Goodwill is
initially measured at cost, being the excess of the aggregate of the consideration transferred,
the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer\u2019s
previously held equity interest in the acquired (if any) over the net of the fair values of
acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the gain is recognised in pro\ufb01t or loss. Goodwill is
capitalised as an intangible asset with any subsequent impairment in carrying value being
charged to the consolidated statement of pro\ufb01t or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the items
for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period (a period of no more than 12 months), or additional assets or liabilities
are recognised, to re\ufb02ect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised
as of that date .
Business combinations and goodwill (continued) When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The carrying value of contingent consideration is the present value of those cash \ufb02ows (when the effect of the time value of money is material). Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. Subsequently, changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are recognised in the income statement, when contingent consideration amounts are remeasured to fair value at subsequent reporting dates. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units (CGU) that are expected to bene\ufb01t from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated \ufb01rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss is recognised directly in pro\ufb01t or loss. An impairment loss recognised for goodwill is not able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the pro\ufb01t or loss on disposal . Revenue recognition The Group recognises revenue from the rendering of tower services provided by utilisation of the Group\u2019s tower infrastructure pursuant to written contracts with its customers. The Group applies the \ufb01ve-step model in IFRS 15 Revenue from Contracts with Customers (IFRS 15). Prescriptive guidance in IFRS 15 is followed to deal with speci\ufb01c scenarios and details of the impact of IFRS 15 on the Group\u2019s Consolidated Financial Statements are described below. Revenue is not recognised if uncertainties over a customer\u2019s intention and ability to pay means that collection is not probable. On inception of the contract a \u2018performance obligation\u2019 is identi\ufb01ed based on each of the distinct goods or services promised to the customer. The consideration speci\ufb01ed in the contract with the customer is allocated to a performance obligation identi\ufb01ed based on their relative standalone selling prices. In line with IFRS 15, the Group has one material performance obligation, which is providing a series of distinct tower space and site services . This performance obligation includes fees for the provision of tower infrastructure, power escalations and tower service contracts. This is the only material performance obligation fo r the Group at the balance sheet date. Revenue from these services is recognised as the performance obligation is satis\ufb01ed over time using the time elapsed output method for each customer to measure the Group\u2019s progress under the contract. Customers are usually billed in advance creating a deferred income which is then recognised as the performance obligation is met over a straight-line basis. Amounts billed in arrears are recognised as contract assets. Revenue is measured at the fair value of the consideration received or expected to be received and represents amounts receivable for services provided in the normal course of business, less VAT and other sales-related taxes. Where refunds are issued to customers, they are deducted from revenue in the relevant service period. The entire estimated loss for a contract is recognised immediately when there is evidence that the contract is unpro\ufb01table. If these estimates indicate that any contract will be less pro\ufb01table than previously forecasted, contract assets may have to be written down to the extent they are no longer considered to be fully recoverable. We perform ongoing pro\ufb01tability reviews of our contracts in order to determine whether the latest estimates are appropriate. Key factors reviewed include: \u2013 transaction volumes or other inputs affecting future revenues which can vary depending on customer requirements, plans, market position and other factors such as general economic conditions; \u2013 the status of commercial relations with customers and the implications for future revenue and cost projections; \u2013 our estimates of future staff and third-party costs and the degree to which cost savings and efficiencies are deliverable The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of \ufb01nancial position when t he related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically, thi s is over the customer contract period as new commissions are payable on contract renewal. 2(a). Accounting policies (continued) Foreign currency translation The individual Financial Statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the Consolidated Financial Statements, the results and \ufb01nancial position of each Group company are expressed in United States Dollars (US$), which is the functional currency of the Company, and the presentation currency for the Consolidated Financial Statements . In preparing the Financial Statements of the individual companies, transactions in currencies other than the entity\u2019s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group\u2019s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates \ufb02uctuate signi\ufb01cantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity (attributed to non-controlling interests as appropriate). On the disposal of a foreign operation (i.e. a disposal of the Group\u2019s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest become a \ufb01nancial asset), all of the exchange differences accumulated in a separate component of equity in respect of that operation attributable to the owners of the Company are reclassi\ufb01ed to pro\ufb01t or loss. In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in pro\ufb01t or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing signi\ufb01cant in\ufb02uence or joint control), the proportionate share of the accumulated exchange differences is reclassi\ufb01ed to pro\ufb01t or loss. Financial assets Financial assets within the scope of IFRS 9 are classi\ufb01ed as \ufb01nancial assets at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through pro\ufb01t or loss. The classi\ufb01cation of \ufb01nancial assets at initial recognition depends on the \ufb01nancial asset\u2019s contractual cash \ufb02ow characteristics and the Group\u2019s business model for managing them. The Group initially measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial asset not at fair value through pro\ufb01t or loss, transaction costs. In order for a \ufb01nancial asset to be classi\ufb01ed and measured at amortised cost or fair value through OCI, it needs to give rise to cash \ufb02ows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets at fair value through pro\ufb01t or loss include \ufb01nancial assets held for trading, \ufb01nancial assets designated upon initial recognition at fair value through pro\ufb01t or loss, or \ufb01nancial assets mandatorily required to be measured at fair value. Financial assets are classi\ufb01ed as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash \ufb02ows that are not solely payments of principal and interest are classi\ufb01ed and measured at fair value through pro\ufb01t or loss, irrespective of the business model. Financial assets at fair value through pro\ufb01t or loss are carried in the statement of \ufb01nancial position at fair value with net changes in fair value recognised in the statement of pro\ufb01t or loss. At the current reporting period the Group did not elect to classify any \ufb01nancial instruments as fair value through OCI. A \ufb01nancial asset (or, where applicable, a part of a \ufb01nancial asset or part of a group of similar \ufb01nancial assets) is primarily derecognised (i.e. removed from the Group\u2019s consolidated statement of \ufb01nancial position) when: \u2013 the rights to receive cash \ufb02ows from the asset have expired; or \u2013 the Group has transferred its rights to receive cash \ufb02ows from the asset or has assumed an obligation to pay the received cash \ufb02ows in full without material delay to a third party. 2(a). Accounting policies (continued) Financial liabilities Financial liabilities within the scope of IFRS 9 are classi\ufb01ed, at initial recognition, as \ufb01nancial liabilities at fair value through pro\ufb01t or loss. All \ufb01nancial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s \ufb01nancial liabilities include trade and other payables and loans and borrowings. The subsequent measurement of \ufb01nancial liabilities depends on their classi\ufb01cation, as described below: (a) Financial liabilities at fair value through pro\ufb01t or loss Financial liabilities at fair value through pro\ufb01t or loss include \ufb01nancial liabilities held for trading and \ufb01nancial liabilities designated upon initial recognition as at fair value through pro\ufb01t or loss. Gains or losses on liabilities held for trading are recognised in the statement of pro\ufb01t or loss. Financial liabilities designated upon initial recognition at fair value through pro\ufb01t or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satis\ufb01ed. (b) Financial liabilities at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in pro\ufb01t or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as \ufb01nance costs in the statement of pro\ufb01t or loss. A \ufb01nancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing \ufb01nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modi\ufb01ed, such an exchange or modi\ufb01cation is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of pro\ufb01t or loss. Embedded derivatives A derivative may be embedded in a non-derivative \u2018host contract\u2019 such as put and call options over loans. Such combinations are known as hybrid instruments. If a hybrid contract contains a host that is a \ufb01nancial asset within the scope of IFRS 9, then the relevant classi\ufb01cation and measurement requirements are applied to the entire contract at the date of initial recognition. Should the host contract not be a \ufb01nancial asset within the scope of IFRS 9, the embedded derivative is separated from the host contract, if it is not closely related to the host contract, and accounted for as a standalone derivative. Where the embedded derivative is separated, the host contract is accounted for in accordance with its relevant accounting policy, unless the entire instrument is designated at FVTPL in accordance with IFRS 9. Offsetting of \ufb01nancial instruments Financial assets and \ufb01nancial liabilities are offset and the net amount is reported in the consolidated statement of \ufb01nancial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Leases The Group applies IFRS 16 Leases. The Group holds leases primarily on land, buildings and motor vehicles used in the ordinary course of business. Based on the accounting policy applied the Group recognises a right-of-use asset and a lease liability at the commencement date of the contract for all leases conveying the right to control the use of an identi\ufb01ed asset for a period of time. The commencement date is the date on which a lessor makes an underlying asset available for use by a lessee. The right-of-use assets are initially measured at cost, which comprises: \u2013 the amount of the initial measurement of the lease liability; \u2013 any lease payments made at or before the commencement date, less any lease incentives received; and \u2013 any initial direct costs incurred by the lessee. After the commencement date the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. The Group depreciates the right-of-use asset from the commencement date to the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at that date. These include: \u2013 \ufb01xed payments, less any lease incentives receivable. The lease payments are discounted using the incremental borrowing rate at the commencement of the lease contract or modi\ufb01cation. Generally, it is not possible to determine the interest rate implicit in the land and building leases. The incremental borrowing rate is estimated taking account of the economic environment of the lease, the currency of the lease and the lease term. The lease term determined by the Group comprises: \u2013 non-cancellable period of lease contracts; \u2013 periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and \u2013 periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. 2(a). Accounting policies (continued) Leases (continued) After the commencement date the Group measures the lease liability by: \u2013 increasing the carrying amount to re\ufb02ect interest on the lease liability; \u2013 reducing the carrying amount to re\ufb02ect lease payments made; and \u2013 remeasuring the carrying amount to re\ufb02ect any reassessment or lease modi\ufb01cations. Property, plant and equipment Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses, if any. Assets in the course of construction for production, supply or administrative purposes, are carried at cost, less any recognised impairment loss. Cost includes material and labour and professional fees in accordance with the Group\u2019s accounting policy, and only those costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are capitalised. Depreciation of these assets, on the same basis as other assets, commences when the assets are ready for their intended use. Borrowing costs are not captialised as assets are generally constructed in substantially less than one year. Freehold land is not depreciated. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Site assets \u2013 towers Up to 15 years Site assets \u2013 generators 8 years Site assets \u2013 plant & machinery 3\u20135 years Fixtures and \ufb01ttings 3 years IT equipment 3 years Motor vehicles 5 years Leasehold improvements 5\u201310 years Directly attributable costs of acquiring tower assets are capitalised together with the towers acquired and depreciated over a period of up to 15 years in line with the assets estimated useful lives. An item of property, plant and equipment is derecognised upon disposal or when no future economic bene\ufb01ts are expected to arise from continued use of the asset. Any gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in pro\ufb01t and loss. Intangible assets Contract-acquired-related intangible assets with \ufb01nite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. They are amortised on a straight-line basis over the life of the contract. Intangible assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Amortisation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Customer contracts Amortised over their contractual lives Customer relationships Up to 30 years Colocation rights Amortised over their contractual lives Right of \ufb01rst refusal Amortised over their contractual lives Non-compete agreement Amortised over their contractual lives Computer software and licences 2\u20133 years An intangible asset is derecognised on disposal, or when no future economic bene\ufb01ts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in pro\ufb01t or loss when the asset is derecognised. Impairment of tangible and intangible assets At each reporting date, the Directors review the carrying amounts of its goodwill, tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identi\ufb01able cash in\ufb02ows (cash-generating units \u2013 \u2018CGUs\u2019). Where the asset does not generate cash \ufb02ows that are independent from other assets, the Directors estimate the recoverable amount of the CGU to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax discount rate that re\ufb02ects current market assessments of the time value of money and the risks speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted . 2(a). Accounting policies (continued) Impairment of tangible and intangible assets (continued) If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in pro\ufb01t or loss. Any impairment is allocated pro-rata across all assets in a CGU unless there is an indication that a class of asset should be impaired in the \ufb01rst instance or a fair market value exists for one or more assets. Once an asset has been written down to its fair value less costs of disposal then any remaining impairment is allocated equally amongst all other assets. Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. Reversals are allocated pro-rata across all assets in the CGU unless there is an indication that a class of asset should be reversed in the \ufb01rst instance or a fair market value exists for one or more assets. A reversal of an impairment loss is recognised in the income statement immediately. An impairment loss recognised for goodwill is never reversed in subsequent periods. Related parties For the purpose of these Financial Statements, parties are considered to be related to the Group if they have the ability, directly or indirectly to control the Group or exercise signi\ufb01cant in\ufb02uence over the Group in making \ufb01nancial or operating decisions, or vice versa, or where the Group is subject to common control or common signi\ufb01cant in\ufb02uence. Related parties may be individuals or other entities. Retirement bene\ufb01t costs Payments to de\ufb01ned contribution retirement bene\ufb01t schemes are recognised as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement bene\ufb01t schemes are dealt with as payments to de\ufb01ned contribution schemes where the Group\u2019s obligations under the schemes are equivalent to those arising in a de\ufb01ned contribution retirement bene\ufb01t scheme. Share-based payments The Group\u2019s management awards employee share options, from time to time, on a discretionary basis which are subject to vesting conditions. The economic cost of awarding the share options to its employees is recognised as an employee bene\ufb01t expense in the income statement equivalent to the fair value of the bene\ufb01t awarded over the vesting period. For further details refer to Note 25. Inventory Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits. Short-term deposits are de\ufb01ned as deposits with an initial maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group\u2019s cash management are included as a component of cash and cash equivalents for the purposes of the Statement of Cash Flows. Interest expense Interest expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the \ufb01nancial liability. The effective interest method is a method of calculating the amortised cost of a \ufb01nancial asset/\ufb01nancial liability and of allocating interest income/interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments through the expected life of the \ufb01nancial assets/\ufb01nancial liabilities, or, where appropriate, a shorter period. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable pro\ufb01t for the year. Taxable pro\ufb01t differs from net pro\ufb01t as reported in the statement of pro\ufb01t or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. 2(a). Accounting policies (continued) Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable pro\ufb01t, and is accounted for using the statement of \ufb01nancial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable pro\ufb01t nor the accounting pro\ufb01t. Deferred tax liabilities are recognised either for taxable temporary differences arising on investments in subsidiaries or on carrying value of taxable assets, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable pro\ufb01ts against which to utilise the bene\ufb01ts of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable pro\ufb01ts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the pro\ufb01t or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. The measurement of deferred tax liabilities and assets re\ufb02ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis . Uncertain tax positions Provision is made for current tax liabilities where Management assess that it is probable that the relevant taxation authority will not accept the position as \ufb01led in the tax returns. The Group typically uses a weighted average of outcomes assessed as possible to determine the level of provision required, unless a single best estimate of the outcome is considered to be more appropriate. Assessments are made at the level of an individual tax uncertainty, unless uncertainties are considered to be related, in which case they are grouped together. Provisions, which are not discounted given the short period over which they are expected to be utilised, are included within current tax liabilities, together with any liability for penalties, which to date have not been signi\ufb01cant. Any liability relating to interest on tax liabilities is included within \ufb01nance costs. Share capital Ordinary shares are classi\ufb01ed as equity. Treasury shares Treasury shares represents the shares of Helios Towers plc that are held by the Employee Bene\ufb01t Trust (EBT). Treasury shares are recorded at cost and deducted from equity. New accounting pronouncements At 31 December 2022, the following Standards, Amendments and Interpretations were in issue but not yet effective: \u2013 IFRS 17: Insurance contracts, IFRS 10 and IAS 28 (amendments): Sale or contribution of assets between an investor and an associate or joint venture, Amendments to IAS 1: Classi\ufb01cation of liabilities, Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies, Amendments to IAS 8: De\ufb01nition of Accounting Estimates, Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, Amendments to IFRS 16: Lease Liability in a Sale and Leaseback and Amendments to IAS 1: Non-current liabilities with Covenants. The Directors do not expect that the adoption of the above Standards, Amendments and Interpretations will have a material impact on the Financial Statements of the Group in future periods. 2(a). Accounting policies (continued) 2(b). Critical accounting judgements and key sources of estimation uncertainty New accounting pronouncement (continued) In the application of the Group\u2019s accounting policies, which are described above, the Directors are required to make judgements (other than those involving estimations) that have a signi\ufb01cant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Group\u2019s accounting policies The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors, have made in the process of applying the Group\u2019s accounting policies and that have the most signi\ufb01cant effect on the amounts recognised in the Financial Statements. Revenue recognition Revenue is recognised as service revenue in accordance with IFRS 15: Revenue from contracts with customers. In arriving at this assessment the Directors concluded that there is not an embedded lease, given customer contracts provide for an amount of space on a tower rather than a speci\ufb01c location on a tower. Our contracts permit us, subject to certain conditions, to relocate customer equipment on our towers in order to accommodate other tenants. Customer consent is usually required to move equipment, however, this should not be unreasonably withheld. The Directors believe these substitution rights are substantive, given the practical ability to move equipment and the economics of doing so. In applying the requirements of IFRS 15, management makes an evaluation as to whether it is probable that the Group will collect the consideration that it is entitled to under the contract. The amount of revenue that the Group is contractually entitled to but has not recognised is disclosed in Note 22. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see Note 27). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a signi\ufb01cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next \ufb01nancial year, are discussed below. Fair value of derivative \ufb01nancial instruments Derivative \ufb01nancial instruments are held at fair value with any changes in the year re\ufb02ected i n the pro\ufb01t and loss account. The Group\u2019s material derivatives represent the fair value of the put and call options embedded within the terms of the Group borrowings, which due to a number of unobservable inputs including credit spread, and the assessment of the probability of a change of control or major asset sale, is considered to be a Level 3 fair value. The Group engages a third-party quali\ufb01ed valuer to perform the valuation, and management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. Further information about the valuation techniques and inputs used in determining the fair value of the derivative \ufb01nancial instrument is disclosed in Note 26. As at the reporting date, the call option had a fair value of US$2.8 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). A relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. Acquisition in Oman As set out in Note 31(b) the acquisition accounting for Oman is provisional and will be \ufb01nalised in 2023. Determining fair values of intangible and tangible assets requires some estimation uncertainty. Measurement period adjustments to previous acquisitions are set out in Note 31. Impairment testing Following the assessment of the recoverable amount of goodwill allocated to the South Africa, Senegal, Madagascar, Malawi and Oman CGUs, to which Goodwill of US$39.4 million is allocated, the directors consider the recoverable amount of goodwill allocated to the operating companies to be most sensitive to the number of tower opportunities in the relevant markets and the expected growth rates in these markets, future discount rates and operating cost and capital expenditure requirements. An adjustment to the discount rate of South Africa 3.6%, Madagascar 3.5% and Oman of 0.4% would have a material impact. An adjustment in cash \ufb02ows of South Africa (25.1%), Madagascar (28.0%), and Oman (0.7%) would have a material impact. The adjustment required for the long-term growth rate to have a material impact is South Africa (6.0%), Madagascar (5.6%) and Oman (0.7%) . 2(b). Critical accounting judgements and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Recognition of deferred tax assets The Group has material unrecognised deferred tax assets across a number of jurisdictions (see note 10) which have not be recognised to date due to current period tax losses, insufficient certainty as to future taxable pro\ufb01ts and in the context of ongoing assessments from local tax authorities in certain jurisdictions (see note 27). Successful resolution of such assessments from tax authorities and greater certainty over future taxable pro\ufb01tability may lead to partial recognition of currently unrecognised deferred tax assets with the next 12 months. The Directors have considered whether certain other estimates included in the \ufb01nancial statements meet the criteria to be key sources of estimation uncertainty, as follows: Provisions for litigation Provisions and exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation (see Note 27) are subject to estimation uncertainty. Whilst the value of open claims across the Group is material in aggregate, based on recent experiences of closing such cases, the resulting adjustments are generally not material and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Uncertain tax positions Measurement of the Group\u2019s tax liability involves estimation of the tax liabilities arising from transactions in tax jurisdictions for which the ultimate tax determination is uncertain. Where there are uncertain tax positions, the Directors assess whether it is probable that the position adopted in tax \ufb01lings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows. The Group uses tax experts in all jurisdiction when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The Group\u2019s tax provision for these matters is recognised within current tax liabilities. The provision re\ufb02ects a number of estimates where the amount of tax payable is either currently under audit by the tax authorities or relates to a period which has yet to be audited. These areas include the tax effects of change of control events, which are calculated based on valuations of the company\u2019s operations in the relevant jurisdictions, and interpretation of taxation law relating to statutory tax \ufb01lings by the Group. The nature of the items, for which a provision is held, is such that the \ufb01nal outcome could vary from the amounts recognised once a \ufb01nal tax determination is made. To the extent the estimated \ufb01nal outcome differs from the tax that has been provided, adjustments will be made to income tax and deferred tax balances held in the period the determination is made. Whilst the value of open tax audit cases for payroll, VAT and corporate income taxes across the group is material in aggregate, based on recent experiences of closing tax audit cases, the resulting adjustments are generally not material and tax accruals and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Climate-related matters on the \ufb01nancial statements The Directors have considered the effects climate-related matters may have on the \ufb01nancial statements. In particular, consideration has been given to the potential impact climate matters may have on the carrying amount of the Group\u2019s property plant and equipment and inventories, the impact climate change considerations and initiatives have when assessing forecasts as part of our going concern assessment and impairment reviews, potential \ufb01nancial impact that future regulatory requirements may have on \ufb01nancial instruments the Group may use or the way it assesses the recognition of assets and liabilities. While no adjustments have been made to the carrying amount of assets and liabilities in the current year, the Group\u2019s forecasts re\ufb02ect the Group\u2019s planned spend in respect of carbon- intensity reduction targets. The Directors will continue to assess the impact climate-related matters may have on the \ufb01nancial position and performance of the Group and re\ufb02ect those in future \ufb01nancial statements . ", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-388": { "value": "1. Statement of compliance and presentation of \ufb01nancial statements Helios Towers plc (the \u2018Company\u2019), together with its subsidiaries (collectively, \u2018Helios\u2019, or the \u2018Group\u2019), is an independent tower company, with operations across nine countries. Helios Towers plc is a public limited company incorporated and domiciled in the UK, and registered under the laws of England & Wales under company number 12134855 with its registered address at 10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom. In October 2019, the ordinary shares of Helios Towers plc were admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange Plc\u2019s main market for listed securities. The Company and entities controlled by the Company are disclosed in Note 13. The principal accounting policies adopted by the Group are set out in Note 2. These policies have been consistently applied to all periods presented. 2(a). Accounting policies Basis of preparation The Group\u2019s Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain \ufb01nancial instruments that are measured at fair value at the end of each reporting period. The Financial Statements are presented in United States Dollars (US$) and rounded to the nearest hundred thousand (US$0.1 million) except when otherwise indicated. Comparatives are updated where appropriate. The principal accounting policies adopted are set out below. Basis of consolidation The Consolidated Financial Statements incorporate the Financial Statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: \u2013 has the power over the investee; \u2013 is exposed, or has rights, to variable return from its involvement with the investee; and \u2013 has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Speci\ufb01cally, the results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of pro\ufb01t or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Pro\ufb01t or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a de\ufb01cit balance. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used in line with the Group\u2019s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash \ufb02ows relating to transactions between the members of the Group are eliminated on consolidation. Non-controlling interests in subsidiaries are identi\ufb01ed separately from the Group\u2019s equity therein. Those interests of non-controlling shareholders that have present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identi\ufb01able net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests\u2019 share of subsequent changes in equity. Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non-controlling interests are adjusted to re\ufb02ect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company . Going concern The Directors believe that the Group is well placed to manage its business risks successfully, despite the current uncertain economic outlook in the wider economy. The Group\u2019s forecasts and projections, taking account of possible changes in trading performance, show that the Group should remain adequately liquid and should operate within the covenant levels of its debt facilities (Note 20). Going concern (continued) As part of their regular assessment of the Group\u2019s working capital and \ufb01nancing position, the Directors have prepared a detailed trading and cash \ufb02ow forecast for a period which covers at least 12 months after the date of approval of the Consolidated Financial Statements, together with sensitivities and a \u2018reasonable worst case\u2019 stress scenario. In assessing the forecasts, the Directors have considered: \u2013 trading and operating risks presented by the conditions in the operating markets; \u2013 the impact of macroeconomic factors, particularly in\ufb02ation, interest rates and foreign exchange rates; \u2013 climate change risks and initiatives, including the Group\u2019s Project 100 initiative; \u2013 the availability of the Group\u2019s funding arrangements, including loan covenants and non- reliance on facilities with covenant restrictions in more extreme downside scenarios; \u2013 the status of the Group\u2019s \ufb01nancial arrangements; \u2013 progress made in developing and implementing cost reduction programmes, climate change considerations and initiatives and operational improvements; and \u2013 mitigating actions available should business activities fall behind current expectations, including the deferral of discretionary overheads and other expenditures. In particular for the current year, the Directors have considered the impact of rising energy prices and the broader in\ufb02ationary environment on the Group\u2019s operations. Based on the foregoing considerations, the Directors continue to consider it appropriate to adopt the going concern basis of accounting in preparing the Consolidated Financial Statements. New accounting policies in 2022 In the current \ufb01nancial year, the Group has adopted the following new and revised Standards, Amendments and Interpretations. Their adoption has not had a signi\ufb01cant impact on the amounts reported in these Financial Statements: \u2013 Amendments to IFRS 3: Reference to the Conceptual Framework, Amendments to IAS 16: Property, Plant and Equipment\u2014Proceeds before Intended Use, Amendments to IAS 37: Onerous Contracts \u2013 Cost of ful\ufb01lling a Contract, Annual Improvements to IFRS Standards: 2018\u20132020 Cycle, Amendments to IFRS 1: First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41: Agriculture. 2(a). Accounting policies (continued) Business combinations and goodwill Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination in accordance with IFRS 3 Business Combinations (IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. The identi\ufb01able assets, liabilities and contingent liabilities (identi\ufb01able net assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs are expensed as incurred and included in administrative expenses. At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: \u2013 uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related to employee bene\ufb01t arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Bene\ufb01ts respectively; \u2013 liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-Based Payments at the acquisition date (see below); and \u2013 assets (or disposal groups) that are classi\ufb01ed as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. When the Group acquires a business, it assesses the \ufb01nancial assets and liabilities assumed for appropriate classi\ufb01cation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer\u2019s previously held equity interest in the acquired (if any) over the net of the fair values of acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in pro\ufb01t or loss. Goodwill is capitalised as an intangible asset with any subsequent impairment in carrying value being charged to the consolidated statement of pro\ufb01t or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (a period of no more than 12 months), or additional assets or liabilities are recognised, to re\ufb02ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date . Business combinations and goodwill (continued) When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The carrying value of contingent consideration is the present value of those cash \ufb02ows (when the effect of the time value of money is material). Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. Subsequently, changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are recognised in the income statement, when contingent consideration amounts are remeasured to fair value at subsequent reporting dates. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units (CGU) that are expected to bene\ufb01t from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated \ufb01rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss is recognised directly in pro\ufb01t or loss. An impairment loss recognised for goodwill is not able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the pro\ufb01t or loss on disposal . Revenue recognition The Group recognises revenue from the rendering of tower services provided by utilisation of the Group\u2019s tower infrastructure pursuant to written contracts with its customers. The Group applies the \ufb01ve-step model in IFRS 15 Revenue from Contracts with Customers (IFRS 15). Prescriptive guidance in IFRS 15 is followed to deal with speci\ufb01c scenarios and details of the impact of IFRS 15 on the Group\u2019s Consolidated Financial Statements are described below. Revenue is not recognised if uncertainties over a customer\u2019s intention and ability to pay means that collection is not probable. On inception of the contract a \u2018performance obligation\u2019 is identi\ufb01ed based on each of the distinct goods or services promised to the customer. The consideration speci\ufb01ed in the contract with the customer is allocated to a performance obligation identi\ufb01ed based on their relative standalone selling prices. In line with IFRS 15, the Group has one material performance obligation, which is providing a series of distinct tower space and site services This performance obligation includes fees for the provision of tower infrastructure, power escalations and tower service contracts. This is the only material performance obligation fo the Group at the balance sheet date. Revenue from these services is recognised as the performance obligation is satis\ufb01ed over time using the time elapsed output method for each customer to measure the Group\u2019s progress under the contract. Customers are usually billed in advance creating a deferred income which is then recognised as the performance obligation is met over a straight-line basis. Amounts billed in arrears are recognised as contract assets. Revenue is measured at the fair value of the consideration received or expected to be received and represents amounts receivable for services provided in the normal course of business, less VAT and other sales-related taxes. Where refunds are issued to customers, they are deducted from revenue in the relevant service period. The entire estimated loss for a contract is recognised immediately when there is evidence that the contract is unpro\ufb01table. If these estimates indicate that any contract will be less pro\ufb01table than previously forecasted, contract assets may have to be written down to the extent they are no longer considered to be fully recoverable. We perform ongoing pro\ufb01tability reviews of our contracts in order to determine whether the latest estimates are appropriate. Key factors reviewed include: \u2013 transaction volumes or other inputs affecting future revenues which can vary depending on customer requirements, plans, market position and other factors such as general economic conditions; \u2013 the status of commercial relations with customers and the implications for future revenue and cost projections; \u2013 our estimates of future staff and third-party costs and the degree to which cost savings and efficiencies are deliverable The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of \ufb01nancial position when t related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically, thi is over the customer contract period as new commissions are payable on contract renewal. 2(a). Accounting policies (continued)
Foreign currency translation
The individual Financial Statements of each Group company are presented in the currency of
the primary economic environment in which it operates (its functional currency). For the
purpose of the Consolidated Financial Statements, the results and \ufb01nancial position of each
Group company are expressed in United States Dollars (US$), which is the functional
currency of the Company, and the presentation currency for the Consolidated Financial
Statements .
In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity\u2019s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of
the Group\u2019s foreign operations are translated at exchange rates prevailing on the reporting
date. Income and expense items are translated at the average exchange rates for the period,
unless exchange rates \ufb02uctuate signi\ufb01cantly during that period, in which case the exchange
rates at the date of transactions are used. Exchange differences arising, if any, are recognised
in other comprehensive income and accumulated in a separate component of equity
(attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group\u2019s entire interest in a
foreign operation, or a disposal involving loss of control over a subsidiary that includes a
foreign operation, or a partial disposal of an interest in a joint arrangement or an associate
that includes a foreign operation of which the retained interest become a \ufb01nancial asset), all
of the exchange differences accumulated in a separate component of equity in respect of
that operation attributable to the owners of the Company are reclassi\ufb01ed to pro\ufb01t or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation
that does not result in the Group losing control over the subsidiary, the proportionate share
of accumulated exchange differences are re-attributed to non-controlling interests and are
not recognised in pro\ufb01t or loss. For all other partial disposals (i.e. partial disposals of
associates or joint arrangements that do not result in the Group losing signi\ufb01cant in\ufb02uence or
joint control), the proportionate share of the accumulated exchange differences is reclassi\ufb01ed
to pro\ufb01t or loss.
Financial assets
Financial assets within the scope of IFRS 9 are classi\ufb01ed as \ufb01nancial assets at initial recognition,
as subsequently measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through pro\ufb01t or loss.
The classi\ufb01cation of \ufb01nancial assets at initial recognition depends on the \ufb01nancial asset\u2019s
contractual cash \ufb02ow characteristics and the Group\u2019s business model for managing them.
The Group initially measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial
asset not at fair value through pro\ufb01t or loss, transaction costs.
In order for a \ufb01nancial asset to be classi\ufb01ed and measured at amortised cost or fair value
through OCI, it needs to give rise to cash \ufb02ows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.
Financial assets at fair value through pro\ufb01t or loss include \ufb01nancial assets held for trading,
\ufb01nancial assets designated upon initial recognition at fair value through pro\ufb01t or loss, or
\ufb01nancial assets mandatorily required to be measured at fair value. Financial assets are
classi\ufb01ed as held for trading if they are acquired for the purpose of selling or repurchasing in
the near term. Financial assets with cash \ufb02ows that are not solely payments of principal and
interest are classi\ufb01ed and measured at fair value through pro\ufb01t or loss, irrespective of the
business model. Financial assets at fair value through pro\ufb01t or loss are carried in the
statement of \ufb01nancial position at fair value with net changes in fair value recognised in the
statement of pro\ufb01t or loss.
At the current reporting period the Group did not elect to classify any \ufb01nancial instruments
as fair value through OCI.
A \ufb01nancial asset (or, where applicable, a part of a \ufb01nancial asset or part of a group of similar
\ufb01nancial assets) is primarily derecognised (i.e. removed from the Group\u2019s consolidated
statement of \ufb01nancial position) when:
\u2013 the rights to receive cash \ufb02ows from the asset have expired; or
\u2013 the Group has transferred its rights to receive cash \ufb02ows from the asset or has assumed an
obligation to pay the received cash \ufb02ows in full without material delay to a third party.
2(a). Accounting policies (continued)
Financial liabilities Financial liabilities within the scope of IFRS 9 are classi\ufb01ed, at initial recognition, as \ufb01nancial liabilities at fair value through pro\ufb01t or loss. All \ufb01nancial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s \ufb01nancial liabilities include trade and other payables and loans and borrowings. The subsequent measurement of \ufb01nancial liabilities depends on their classi\ufb01cation, as described below: (a) Financial liabilities at fair value through pro\ufb01t or loss Financial liabilities at fair value through pro\ufb01t or loss include \ufb01nancial liabilities held for trading and \ufb01nancial liabilities designated upon initial recognition as at fair value through pro\ufb01t or loss. Gains or losses on liabilities held for trading are recognised in the statement of pro\ufb01t or loss. Financial liabilities designated upon initial recognition at fair value through pro\ufb01t or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satis\ufb01ed. (b) Financial liabilities at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in pro\ufb01t or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as \ufb01nance costs in the statement of pro\ufb01t or loss. A \ufb01nancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing \ufb01nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modi\ufb01ed, such an exchange or modi\ufb01cation is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of pro\ufb01t or loss. Embedded derivatives A derivative may be embedded in a non-derivative \u2018host contract\u2019 such as put and call options over loans. Such combinations are known as hybrid instruments. If a hybrid contract contains a host that is a \ufb01nancial asset within the scope of IFRS 9, then the relevant classi\ufb01cation and measurement requirements are applied to the entire contract at the date of initial recognition. Should the host contract not be a \ufb01nancial asset within the scope of IFRS 9, the embedded derivative is separated from the host contract, if it is not closely related to the host contract, and accounted for as a standalone derivative. Where the embedded derivative is separated, the host contract is accounted for in accordance with its relevant accounting policy, unless the entire instrument is designated at FVTPL in accordance with IFRS 9. Offsetting of \ufb01nancial instruments Financial assets and \ufb01nancial liabilities are offset and the net amount is reported in the consolidated statement of \ufb01nancial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Leases The Group applies IFRS 16 Leases. The Group holds leases primarily on land, buildings and motor vehicles used in the ordinary course of business. Based on the accounting policy applied the Group recognises a right-of-use asset and a lease liability at the commencement date of the contract for all leases conveying the right to control the use of an identi\ufb01ed asset for a period of time. The commencement date is the date on which a lessor makes an underlying asset available for use by a lessee. The right-of-use assets are initially measured at cost, which comprises: \u2013 the amount of the initial measurement of the lease liability; \u2013 any lease payments made at or before the commencement date, less any lease incentives received; and \u2013 any initial direct costs incurred by the lessee. After the commencement date the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. The Group depreciates the right-of-use asset from the commencement date to the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at that date. These include: \u2013 \ufb01xed payments, less any lease incentives receivable. The lease payments are discounted using the incremental borrowing rate at the commencement of the lease contract or modi\ufb01cation. Generally, it is not possible to determine the interest rate implicit in the land and building leases. The incremental borrowing rate is estimated taking account of the economic environment of the lease, the currency of the lease and the lease term. The lease term determined by the Group comprises: \u2013 non-cancellable period of lease contracts; \u2013 periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and \u2013 periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. 2(a). Accounting policies (continued) Leases (continued) After the commencement date the Group measures the lease liability by: \u2013 increasing the carrying amount to re\ufb02ect interest on the lease liability; \u2013 reducing the carrying amount to re\ufb02ect lease payments made; and \u2013 remeasuring the carrying amount to re\ufb02ect any reassessment or lease modi\ufb01cations. Property, plant and equipment Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses, if any. Assets in the course of construction for production, supply or administrative purposes, are carried at cost, less any recognised impairment loss. Cost includes material and labour and professional fees in accordance with the Group\u2019s accounting policy, and only those costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are capitalised. Depreciation of these assets, on the same basis as other assets, commences when the assets are ready for their intended use. Borrowing costs are not captialised as assets are generally constructed in substantially less than one year. Freehold land is not depreciated. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Site assets \u2013 towers Up to 15 years Site assets \u2013 generators 8 years Site assets \u2013 plant & machinery 3\u20135 years Fixtures and \ufb01ttings 3 years IT equipment 3 years Motor vehicles 5 years Leasehold improvements 5\u201310 years Directly attributable costs of acquiring tower assets are capitalised together with the towers acquired and depreciated over a period of up to 15 years in line with the assets estimated useful lives. An item of property, plant and equipment is derecognised upon disposal or when no future economic bene\ufb01ts are expected to arise from continued use of the asset. Any gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in pro\ufb01t and loss. Intangible assets Contract-acquired-related intangible assets with \ufb01nite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. They are amortised on a straight-line basis over the life of the contract. Intangible assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Amortisation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Customer contracts Amortised over their contractual lives Customer relationships Up to 30 years Colocation rights Amortised over their contractual lives Right of \ufb01rst refusal Amortised over their contractual lives Non-compete agreement Amortised over their contractual lives Computer software and licences 2\u20133 years An intangible asset is derecognised on disposal, or when no future economic bene\ufb01ts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in pro\ufb01t or loss when the asset is derecognised. Impairment of tangible and intangible assets At each reporting date, the Directors review the carrying amounts of its goodwill, tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identi\ufb01able cash in\ufb02ows (cash-generating units \u2013 \u2018CGUs\u2019). Where the asset does not generate cash \ufb02ows that are independent from other assets, the Directors estimate the recoverable amount of the CGU to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax discount rate that re\ufb02ects current market assessments of the time value of money and the risks speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted . 2(a). Accounting policies (continued) Impairment of tangible and intangible assets (continued) If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in pro\ufb01t or loss. Any impairment is allocated pro-rata across all assets in a CGU unless there is an indication that a class of asset should be impaired in the \ufb01rst instance or a fair market value exists for one or more assets. Once an asset has been written down to its fair value less costs of disposal then any remaining impairment is allocated equally amongst all other assets. Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. Reversals are allocated pro-rata across all assets in the CGU unless there is an indication that a class of asset should be reversed in the \ufb01rst instance or a fair market value exists for one or more assets. A reversal of an impairment loss is recognised in the income statement immediately. An impairment loss recognised for goodwill is never reversed in subsequent periods. Related parties For the purpose of these Financial Statements, parties are considered to be related to the Group if they have the ability, directly or indirectly to control the Group or exercise signi\ufb01cant in\ufb02uence over the Group in making \ufb01nancial or operating decisions, or vice versa, or where the Group is subject to common control or common signi\ufb01cant in\ufb02uence. Related parties may be individuals or other entities. Retirement bene\ufb01t costs Payments to de\ufb01ned contribution retirement bene\ufb01t schemes are recognised as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement bene\ufb01t schemes are dealt with as payments to de\ufb01ned contribution schemes where the Group\u2019s obligations under the schemes are equivalent to those arising in a de\ufb01ned contribution retirement bene\ufb01t scheme. Share-based payments The Group\u2019s management awards employee share options, from time to time, on a discretionary basis which are subject to vesting conditions. The economic cost of awarding the share options to its employees is recognised as an employee bene\ufb01t expense in the income statement equivalent to the fair value of the bene\ufb01t awarded over the vesting period. For further details refer to Note 25. Inventory Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits. Short-term deposits are de\ufb01ned as deposits with an initial maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group\u2019s cash management are included as a component of cash and cash equivalents for the purposes of the Statement of Cash Flows. Interest expense Interest expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the \ufb01nancial liability. The effective interest method is a method of calculating the amortised cost of a \ufb01nancial asset/\ufb01nancial liability and of allocating interest income/interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments through the expected life of the \ufb01nancial assets/\ufb01nancial liabilities, or, where appropriate, a shorter period. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable pro\ufb01t for the year. Taxable pro\ufb01t differs from net pro\ufb01t as reported in the statement of pro\ufb01t or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. 2(a). Accounting policies (continued) Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable pro\ufb01t, and is accounted for using the statement of \ufb01nancial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable pro\ufb01t nor the accounting pro\ufb01t. Deferred tax liabilities are recognised either for taxable temporary differences arising on investments in subsidiaries or on carrying value of taxable assets, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable pro\ufb01ts against which to utilise the bene\ufb01ts of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable pro\ufb01ts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the pro\ufb01t or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. The measurement of deferred tax liabilities and assets re\ufb02ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis . Uncertain tax positions Provision is made for current tax liabilities where Management assess that it is probable that the relevant taxation authority will not accept the position as \ufb01led in the tax returns. The Group typically uses a weighted average of outcomes assessed as possible to determine the level of provision required, unless a single best estimate of the outcome is considered to be more appropriate. Assessments are made at the level of an individual tax uncertainty, unless uncertainties are considered to be related, in which case they are grouped together. Provisions, which are not discounted given the short period over which they are expected to be utilised, are included within current tax liabilities, together with any liability for penalties, which to date have not been signi\ufb01cant. Any liability relating to interest on tax liabilities is included within \ufb01nance costs. Share capital Ordinary shares are classi\ufb01ed as equity. Treasury shares Treasury shares represents the shares of Helios Towers plc that are held by the Employee Bene\ufb01t Trust (EBT). Treasury shares are recorded at cost and deducted from equity. New accounting pronouncements At 31 December 2022, the following Standards, Amendments and Interpretations were in issue but not yet effective: \u2013 IFRS 17: Insurance contracts, IFRS 10 and IAS 28 (amendments): Sale or contribution of assets between an investor and an associate or joint venture, Amendments to IAS 1: Classi\ufb01cation of liabilities, Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies, Amendments to IAS 8: De\ufb01nition of Accounting Estimates, Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, Amendments to IFRS 16: Lease Liability in a Sale and Leaseback and Amendments to IAS 1: Non-current liabilities with Covenants. The Directors do not expect that the adoption of the above Standards, Amendments and Interpretations will have a material impact on the Financial Statements of the Group in future periods. 2(a). Accounting policies (continued) 2(b). Critical accounting judgements and key sources of estimation uncertainty New accounting pronouncement (continued) In the application of the Group\u2019s accounting policies, which are described above, the Directors are required to make judgements (other than those involving estimations) that have a signi\ufb01cant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Group\u2019s accounting policies The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors, have made in the process of applying the Group\u2019s accounting policies and that have the most signi\ufb01cant effect on the amounts recognised in the Financial Statements. Revenue recognition Revenue is recognised as service revenue in accordance with IFRS 15: Revenue from contracts with customers. In arriving at this assessment the Directors concluded that there is not an embedded lease, given customer contracts provide for an amount of space on a tower rather than a speci\ufb01c location on a tower. Our contracts permit us, subject to certain conditions, to relocate customer equipment on our towers in order to accommodate other tenants. Customer consent is usually required to move equipment, however, this should not be unreasonably withheld. The Directors believe these substitution rights are substantive, given the practical ability to move equipment and the economics of doing so. In applying the requirements of IFRS 15, management makes an evaluation as to whether it is probable that the Group will collect the consideration that it is entitled to under the contract. The amount of revenue that the Group is contractually entitled to but has not recognised is disclosed in Note 22. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see Note 27). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a signi\ufb01cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next \ufb01nancial year, are discussed below. Fair value of derivative \ufb01nancial instruments Derivative \ufb01nancial instruments are held at fair value with any changes in the year re\ufb02ected i the pro\ufb01t and loss account. The Group\u2019s material derivatives represent the fair value of the put and call options embedded within the terms of the Group borrowings, which due to a number of unobservable inputs including credit spread, and the assessment of the probability of a change of control or major asset sale, is considered to be a Level 3 fair value. The Group engages a third-party quali\ufb01ed valuer to perform the valuation, and management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. Further information about the valuation techniques and inputs used in determining the fair value of the derivative \ufb01nancial instrument is disclosed in Note 26. As at the reporting date, the call option had a fair value of US$2.8 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). A relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. Acquisition in Oman As set out in Note 31(b) the acquisition accounting for Oman is provisional and will be \ufb01nalised in 2023. Determining fair values of intangible and tangible assets requires some estimation uncertainty. Measurement period adjustments to previous acquisitions are set out in Note 31. Impairment testing Following the assessment of the recoverable amount of goodwill allocated to the South Africa, Senegal, Madagascar, Malawi and Oman CGUs, to which Goodwill of US$39.4 million is allocated, the directors consider the recoverable amount of goodwill allocated to the operating companies to be most sensitive to the number of tower opportunities in the relevant markets and the expected growth rates in these markets, future discount rates and operating cost and capital expenditure requirements. An adjustment to the discount rate of South Africa 3.6%, Madagascar 3.5% and Oman of 0.4% would have a material impact. An adjustment in cash \ufb02ows of South Africa (25.1%), Madagascar (28.0%), and Oman (0.7%) would have a material impact. The adjustment required for the long-term growth rate to have a material impact is South Africa (6.0%), Madagascar (5.6%) and Oman (0.7%) . 2(b). Critical accounting judgements and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Recognition of deferred tax assets The Group has material unrecognised deferred tax assets across a number of jurisdictions (see note 10) which have not be recognised to date due to current period tax losses, insufficient certainty as to future taxable pro\ufb01ts and in the context of ongoing assessments from local tax authorities in certain jurisdictions (see note 27). Successful resolution of such assessments from tax authorities and greater certainty over future taxable pro\ufb01tability may lead to partial recognition of currently unrecognised deferred tax assets with the next 12 months. The Directors have considered whether certain other estimates included in the \ufb01nancial statements meet the criteria to be key sources of estimation uncertainty, as follows: Provisions for litigation Provisions and exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation (see Note 27) are subject to estimation uncertainty. Whilst the value of open claims across the Group is material in aggregate, based on recent experiences of closing such cases, the resulting adjustments are generally not material and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Uncertain tax positions Measurement of the Group\u2019s tax liability involves estimation of the tax liabilities arising from transactions in tax jurisdictions for which the ultimate tax determination is uncertain. Where there are uncertain tax positions, the Directors assess whether it is probable that the position adopted in tax \ufb01lings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows. The Group uses tax experts in all jurisdiction when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The Group\u2019s tax provision for these matters is recognised within current tax liabilities. The provision re\ufb02ects a number of estimates where the amount of tax payable is either currently under audit by the tax authorities or relates to a period which has yet to be audited. These areas include the tax effects of change of control events, which are calculated based on valuations of the company\u2019s operations in the relevant jurisdictions, and interpretation of taxation law relating to statutory tax \ufb01lings by the Group. The nature of the items, for which a provision is held, is such that the \ufb01nal outcome could vary from the amounts recognised once a \ufb01nal tax determination is made. To the extent the estimated \ufb01nal outcome differs from the tax that has been provided, adjustments will be made to income tax and deferred tax balances held in the period the determination is made. Whilst the value of open tax audit cases for payroll, VAT and corporate income taxes across the group is material in aggregate, based on recent experiences of closing tax audit cases, the resulting adjustments are generally not material and tax accruals and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Climate-related matters on the \ufb01nancial statements The Directors have considered the effects climate-related matters may have on the \ufb01nancial statements. In particular, consideration has been given to the potential impact climate matters may have on the carrying amount of the Group\u2019s property plant and equipment and inventories, the impact climate change considerations and initiatives have when assessing forecasts as part of our going concern assessment and impairment reviews, potential \ufb01nancial impact that future regulatory requirements may have on \ufb01nancial instruments the Group may use or the way it assesses the recognition of assets and liabilities. While no adjustments have been made to the carrying amount of assets and liabilities in the current year, the Group\u2019s forecasts re\ufb02ect the Group\u2019s planned spend in respect of carbon- intensity reduction targets. The Directors will continue to assess the impact climate-related matters may have on the \ufb01nancial position and performance of the Group and re\ufb02ect those in future \ufb01nancial statements . 3. Segmental reporting The following segmental information is presented in a consistent format with management information considered by the CEO of each operating segment, and the CEO and CFO of the Group, who are considered to be the chief operating decision makers (CODMs). Operating segments are determined based on geographical location. All operating segments have the same business of operating and maintaining telecoms towers and renting space on such towers. Accounting policies are applied consistently for all operating segments. The segment operating result used by the CODMs is Adjusted EBITDA, which is de\ufb01ned in Note 4.
For the year to 31 December 2022
Tanzania
US$m
DRC
US$m
Congo
Brazzaville
US$m
Ghana
US$m
South
Africa
US$m
Senegal
US$m
Madagascar
US$m
Malawi
US$m
Oman
US$m
Total
operating
companies
US$m
Corporate
US$m
Group
total
US$m
Revenue 201.4 205.9 28.2 36.6 9.5 36.8 15.1 23.6 3.6 560.7 \u2013 560.7
Adjusted gross margin
1
70% 57% 66% 66% 74% 72% 49% 40% 73% 63% \u2013 63%
Adjusted EBITDA
2
133.7 104.4 13.8 20.7 4.5 22.0 5.7 7.2 2.3 314.3 (31.5) 282.8
Adjusted EBITDA margin
3
66% 51% 49% 57% 48% 60% 38% 30% 64% 56% \u2013 50%
Financing costs
Interest costs (40.1) (52.3) (6.8) (8.3) (4.7) (18.3) (5.7) (2.9) (5.2) (144.3) 3.3 (141.0)
Foreign exchange differences (2.2) 0.3 (5.7) (26.2) (1.5) (7.7) (0.9) (6.6) (0.1) (50.6) (1.6) (52.2)
Total \ufb01nance costs (42.3) (52.0) (12.5) (34.5) (6.2) (26.0) (6.6) (9.5) (5.3) (194.9) 1.7 (193.2)
Other segmental information
Non-current assets 312.9 343.6 42.1 46.5 59.5 247.2 67.4 69.7 524.6 1,713.5 4.2 1,717.7
Property, plant and equipment additions 53.8 76.7 14.2 11.3 13.5 14.2 1.5 52.3 149.3 387.0 2.4 389.4
Property, plant and equipment depreciation
and amortisation 52.9 53.3 8.5 5.5 3.1 19.7 4.2 1.9 1.7 150.8 6.4 157. 2
1 Adjusted gross margin means gross pro\ufb01t, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is loss before tax for the year, adjusted for \ufb01nance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property,
plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off by management by virtue of their size and/or incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
3. Segmental reporting (continued)
For the year to 31 December 2021
Tanzania
US$m
DRC
US$m
Congo
Brazzaville
US$m
Ghana
US$m
South
Africa
US$m
Senegal
US$m
Madagascar
US$m
(Restated)
Malawi
US$m
Oman
US$m
Total
operating
companies
US$m
Corporate
US$m
Group
total
US$m
Revenue 170.4 176.4 57.4 42.8 6.0 23.4 2.4 \u2013 \u2013 999.1 \u2013 999.1
Adjusted gross margin
1
69% 64% 65% 69% 75% 64% 50% \u2013 \u2013 67% \u2013 67%
Adjusted EBITDA
2
113.2 101.0 3373 55.8 2.6 3574 0.0 \u2013 \u2013 269.3 (5874) 240.6
Adjusted EBITDA margin
3
66% 14% 94% 60% 44% 14% 37% \u2013 \u2013 60% \u2013 14%
Financing costs
Interest costs (35.6) (10.5) (10.8) (8.8) (5.5) (12.2) (0.1) \u2013 \u2013 (123.2) (6.3) (159.1)
Foreign exchange differences (0.5) 0.3 (7.3) (2.5) (0.1) (0.8) \u2013 \u2013 \u2013 (3874) (10.9) (21.6)
Total \ufb01nance costs (36.3) (4070) (34.9) (11.3) (5.6) (13.0) (0.1) \u2013 \u2013 (133.9) (37.5) (113.1)
Other segmental information
Non-current assets 302.1 306.6 36.1 15.4 12.3 262.9 67.3 \u2013 \u2013 3,88574 4174 1,158.9
Property, plant and equipment additions 60.0 1674 10.9 14.5 9.3 100.1 27.9 \u2013 \u2013 279.4 3.5 282.6
Property, plant and equipment depreciation
and amortisation 98.9 13.2 10.8 7.4 3.2 3974 0.1 \u2013 \u2013 339.0 5.5 144.5
1 Adjusted gross margin means gross pro\ufb01t, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is loss before tax for the year, adjusted for \ufb01nance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property,
plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off by management by virtue of their size and/or incidence.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
3. Segmental reporting (continued)
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 de\ufb01nes Adjusted EBITDA as loss before tax for the year, adjusted for \ufb01nance 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 \ufb01nance 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: 2022 US$m 2021 US$m Adjusted EBITDA 282.8 240.6 Adjustments applied to give Adjusted EBITDA Adjusting items: Deal costs 1 (19.5) (19.3) Share-based payments and long-term incentive plan charges 2 (4.5) (2.0) Loss on disposal of property, plant and equipment (0.4) (0.1) Other gains and (losses) (51.4) (58.0) Depreciation of property, plant and equipment (144.6) (142.5) Amortisation of intangible assets (12.6) (2.3) Depreciation of right-of-use assets (21.3) (15.3) Interest receivable 1.8 874 Finance costs (193.2) (31373) Loss before tax (162.5) (119.9) 1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to operating activities commencing. 2 Share-based payments and long-term incentive plan charges and associated costs. 5a. Operating pro\ufb01t Operating pro\ufb01t is stated after charging the following: 2022 US$m 2021 US$m Cost of inventory expensed 89.0 49.0 Auditor remuneration (see Note 5b) 2.7 2.8 Loss on disposal of property, plant and equipment 0.4 0.5 Depreciation and amortisation 178.5 359.8 Staff costs (Note 6) 35.0 3374 5b. Audit remuneration 2022 US$m 2021 US$m Statutory audit of the Company\u2019s annual accounts 0.6 0.4 Statutory audit of the Group\u2019s subsidiaries 1.8 374 Audit fees: 2.4 2.1 Interim review engagements 0.1 0.3 Other assurance services 0.2 0.4 Audit related assurance services 0.3 874 Total non-audit fees 0.3 0.7 Total fees 2.7 2.8 6. Staff costs Staff costs consist of the following components: 2022 US$m 2021 US$m Wages and salaries 32.0 59.0 Social security costs \u2013 employer contributions 2.4 3.9 Pension costs 0.6 0.8 35.0 3374 An immaterial allocation of directly attributable staff costs is subsequently capitalised into the cost of capital work in progress . The average monthly number of employees during the year was made up as follows: 2022 2021 Operations 287 239 Legal and regulatory 61 94 Administration 24 13 Finance 108 91 Sales and marketing 33 3 3 548 461 7. Key management personnel compensation 2022 US$m 2021 US$m Salary, fees and bonus 3.8 9.6 Pension and bene\ufb01ts 0.2 0.3 Share based payment charge 1.6 0.6 5.6 5.5 The above remuneration information relates to Directors in Helios Towers plc. Further details can be found in the Directors\u2019 Remuneration Report of the Annual Report. 8. Interest receivable 2022 US$m 2021 US$ m Bank interest receivable 1.8 874 9. Finance costs 2022 US$m 2021 US$m Foreign exchange differences 52.2 21.6 Interest costs 115.5 110.2 Interest costs on lease liabilities 25.5 39.3 193.2 31373 The year-on-year increase in foreign exchange differences is driven primarily by the \ufb02uctuations year-on-year of the Central African Franc, Ghanaian Cedi and Malawian Kwacha. 10. Tax expense, tax paid and deferred tax 2022 US$m 2021 US$m (a) Tax expense: Current tax In respect of current year 19.1 59.1 Adjustment in respect of prior years (1.2) 3374 Total current tax 17.9 4175 Deferred tax Originating temporary differences on acquisition of subsidiary undertakings (1.8) (0.5) Originating temporary differences on capital assets (5.9) (475) Adjustment in respect of prior years (1.3) \u2013 Total deferred tax (9.0) (479) Total tax expense 8.9 36.8 (b) Tax reconciliation: Loss before tax (162.5) (119.9) Tax computed at the local statutory tax rate (26.3) (50.0) Tax effect of expenditure not deductible for tax purposes 28.7 39.4 Tax effect of income not taxable in determining taxable pro\ufb01t \u2013 ( 7.5) Fixed asset timing differences 0.4 0.9 Deferred income tax movement not recognised 7.6 (1.4) Prior year (under)/over provision (2.5) 3374 Change of control taxes \u2013 32.0 Minimum income taxes 0.3 0.3 Other 0.7 2.0 Total tax expense 8.9 36.8 The range of statutory income tax rates applicable to the Group\u2019s operating subsidiaries is between 15% and 30%. As stipulated by local applicable law, minimum income and asset based taxes apply to operating entities in Congo Brazzaville and Senegal respectively which reported tax losses for the year ended 31 December 2022. Minimum income tax rules do not apply to the loss-making entities in Malawi, Oman or South Africa. A tax charge is reported in the consolidated \ufb01nancial statements despite a consolidated loss for accounting purposes, as a result of losses recorded in certain holding companies in Mauritius and UK. Such losses are not able to be group relieved against taxable pro\ufb01ts in the operating company jurisdictions . 6. Staff costs (continued) The pro\ufb01ts of the Mauritius entities are subject to taxation at the headline rate of 15%, with eligibility for a statutory 80% exemption, subject to ongoing satisfaction of the Global Business License conditions. Based on recent experience of closing tax audit cases, the provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. The Directors considered the current provisions held by the Group to be appropriate. Tax paid 2022 US$m 2021 US$m Income tax (20.3) (39.5) Change of Control Taxes funded by escrow restricted cash \u2013 (59.3) Total tax paid (20.3) (4873) Deferred tax As deferred tax assets and liabilities are measured at the rates that are expected to apply in the periods of the reversal, the deferred tax balance at the balance sheet date has been calculated at the rate at which the relevant balance is expected to be recovered or settled. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised. The deferred tax balances are calculated by applying the relevant statutory corporate income tax rates at the balance sheet date. The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period: Accelerated tax depreciation US$ Short term timing differences US$m Tax losses US$m Intangible assets US$m Total US$m 1 January 2021 (1.0) (3.4) \u2013 \u2013 (479) Arising on acquisition \u2013 \u2013 \u2013 (3874) (3874) Charge for the year (374) 4.7 1.2 0.2 9.4 Exchange rate differences \u2013 \u2013 \u2013 579 2.4 31 December 2021 (574) 1.3 1.2 (36.1) (36.3) Arising on acquisition (1.5) \u2013 \u2013 (8.5) (9.7) Charge for the year 0.4 8.0 (1.5) 3.8 9.0 Exchange rate differences \u2013 \u2013 \u2013 5.6 5.6 31 December 2022 (3.5) 9.3 \u2013 (37. 2) (11.4) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for \ufb01nancial reporting purposes: 2022 US$m 2021 US$m Deferred tax liabilities (50.5) (42.6) Deferred tax assets 18.7 6.3 Total (31.4) (36.3) Unrecognised deferred tax No deferred tax asset is recognised on US$206.8 million of tax losses at the balance sheet date, as the relevant businesses are not expected to generate sufficient forecast future taxable pro\ufb01ts to justify recognising the associated deferred tax assets. Tax losses for which no deferred tax assets were recognised are as follows: US$82.0 million are subject to expiry under local statutory tax rules within periods of 3 to 5 years and US$124.8m are not expected to expire. As at the balance sheet date, the geographical split of the unrecognised deferred tax assets in relation to losses is DRC US$101.2 million (tax effect US$30.4 million), Congo Brazzaville US$11.7 million (tax effect US$3.3 million), Malawi US$3.0 million (tax effect US$0.9 million), Mauritius US$59.4 million (tax effect US$8.9 million), Oman US$8.0 million (tax effect US$1.2 million), South Africa US$15.2 million (tax effect US$4.3 million) and UK US$8.3 million (tax effect US$1.6 million). At the balance sheet date, no deferred tax liability is recognised on temporary differences relating to the aggregate amount of unremitted earnings of overseas operating subsidiaries of US$0.2 million as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The recovery of the Group\u2019s deferred tax assets is not expected to be impacted by any climate related risks. 10. Tax expense, tax paid and deferred tax (continued)
11. Intangible assets
Goodwill
US$m
Customer
contracts
US$m
Customer
relationships
US$m
Colocation
rights
US$m
Right of \ufb01rst
refusal
US$m
Non-compete
agreement
US$m
Computer
software
and licence
US$m
Total
US$m
Cost
At 1 January 2021 4.9 3.3 6.8 8.8 35.0 373 39.7 79.6
Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 2.0 2.0
Additions on acquisition of subsidiary undertakings (Restated)\u00b9 37.4 \u2013 205.6 \u2013 \u2013 \u2013 \u2013 223.3
Disposals \u2013 \u2013 \u2013 \u2013 (31.0) \u2013 \u2013 (35.0)
Effects of foreign currency exchange differences (074) (073) (15.6) \u2013 \u2013 \u2013 (0.9) (14.0)
At 31 December 2021 (Restated)\u00b9 21.9 3.0 309.8 8.8 \u2013 373 21.3 555.9
Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 5.6 5.6
Additions on acquisition of subsidiary undertakings (Note 31) 33.8 \u2013 343.5 \u2013 \u2013 \u2013 \u2013 377. 3
Transfers \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 19.2 19.2
Effects of foreign currency exchange differences (4.6) (0.5) (17.7) \u2013 \u2013 (0.2) (1.5) (24.5)
At 31 December 2022 51.1 2.9 525.6 8.8 \u2013 0.9 44.6 633.9
Amortisation
At 1 January 2021 \u2013 (0.4) (0.8) (0.9) (31.0) (0.3) (19.0) (16.4)
Charge for year \u2013 (0.5) (0.8) (0.1) \u2013 (0.5) (0.6) (5.3)
Disposals \u2013 \u2013 \u2013 \u2013 31.0 \u2013 \u2013 35.0
Effects of foreign currency exchange differences \u2013 \u2013 (0.0) (0.5) \u2013 \u2013 0.3 (0.8)
At 31 December 2021 \u2013 (0.6) (2.1) (1.6) \u2013 (0.5) (19.3) (24.5)
Charge for year \u2013 (0.1) (6.8) (0.6) \u2013 (0.3) (4.8) (12.6)
Transfer \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 (12.5) (12.5)
Effects of foreign currency exchange differences \u2013 \u2013 (2.0) \u2013 \u2013 \u2013 1.2 (0.8)
At 31 December 2022 \u2013 (0.7) (11.3) (2.2) \u2013 (0.8) (35.4) (50.4)
Net book value
At 31 December 2022 51.1 2.2 514.3 6.6 \u2013 0.1 9.2 583.5
At 31 December 2021 (Restated)\u00b9 21.9 2.4 3 07.3 7.5 \u2013 0.6 5.0 531.4
1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190.
On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The group has acquired 100% of the share capital
of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination
transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. On 24 March 2022 in tandem with but immediately subsequent to
the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. Goodwill arising on this business combination has been allocated to the Malawi CGU. Please
refer to further details in Note 31.
On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The group has acquired 70% of the
share capital of the entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination
transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. Goodwill arising on this business combination has been allocated
to the Oman CGU. Please refer to further details in Note 31.
Impairment
The Group tests goodwill, irrespective of any indicators, at least annually for impairment.
All other intangible assets are tested for impairment where there is an impairment indicator.
The Group\u2019s CGUs are aligned to its operating segments. If any such indication exists, then
the CGUs recoverable amount is estimated. For goodwill, the recoverable amount of the
related CGU is also estimated each year.
The carrying value of goodwill at 31 December was as follows:
Goodwill
2022
US$m
2021
US$m
(Restated)
2019 South Africa 4.2 4.5
2021 Senegal 5.0 5.3
2021 Madagascar 10.3 32.1
2022 Malawi 8.1 \u2013
2022 Oman 23.5 \u2013
Total 51.1 51.9
The recoverable amount is determined based on a value in use calculation using cash \ufb02ow
projections for the next \ufb01ve years from \ufb01nancial budgets approved by the Board of Directors,
which incorporates climate considerations (with the exception of Oman which has been
calculated over 10 years, due to the anticipated growth pro\ufb01le of the business which has
been based on contractual commitments in the SPA with Omantel).
Key assumptions used in value in use calculations
\u2013 number of additional colocation tenants added to towers in future periods. These are
based on estimates of the number of tower opportunities in the relevant markets and
the expected growth in these markets;
\u2013 discount rate; and
\u2013 operating cost and capital expenditure requirements.
The key assumptions used to assess the value in use calculations were a pre-tax discount rate
(South Africa, 11.9%, Senegal 11.2%, Madagascar 15.1%, Malawi 12.7% and Oman 11.4%) and also
estimated long-term growth rates assumed to be 2.0% across all markets.
Due to the CGUs only recently being acquired, there is limited headroom in the impairment
model for South Africa, Madagascar and Oman, which is to be expected. All businesses are
performing in line with management expectations, but a reasonable change in key assumptions
would result in an impairment. The adjustment required to the discount rate to breakeven is an
increase of South Africa 1.5%, Madagascar 1.7%, and Oman 0.2%. The adjustment required to
the future cash \ufb02ows to breakeven is a decrease of South Africa 12.0%, Madagascar 15.9% and
Oman 2.3%. The adjustment required to the long-term growth rate to breakeven is a decrease
of South Africa 2.2%, Madagascar 2.6% and Oman 0.4%. Amortisation of intangibles is
included within Administrative expenses in the Consolidated Income Statement.
11. Intangible assets (continued)
12a. Property, plant and equipment IT equipment US$m Fixtures and \ufb01ttings US$m Motor vehicles US$m Site assets US$m Land US$m Leasehold improvements US$m Total US$m Cost At 1 January 2021 22.8 3.5 4.6 1,268.8 6.8 3.5 3 , 387.4 Additions 4.9 0.3 0.9 165.0 \u2013 0.3 170.9 Additions on acquisition of subsidiary undertakings (Note 31) (restated) 1 \u2013 \u2013 \u2013 10175 \u2013 \u2013 10175 Disposals \u2013 \u2013 \u2013 (3374) \u2013 \u2013 (3374) Effects of foreign currency exchange differences (0.5) (0.5) (0.3) (5374) (0.5) \u2013 (24.6) At 31 December 2021 (Restated)\u00b9 57. 1 1.6 974 3,907.6 6.6 3.1 1,541.5 Additions 0.1 \u2013 0.1 203.9 \u2013 0.1 204.2 Additions on acquisition of subsidiary undertakings \u2013 \u2013 \u2013 148.9 36.3 \u2013 185.2 Transfers (19.2) \u2013 \u2013 \u2013 \u2013 \u2013 (19.2) Disposals \u2013 \u2013 \u2013 (1.6) \u2013 \u2013 (1.6) Effects of foreign currency exchange differences (0.5) 0.1 (0.5) (43.5) (0.5) (0.2) (44.7) At 31 December 2022 7.9 1.7 4.3 1,805.3 42.8 3.4 1,865.4 Depreciation At 1 January 2021 (15.9) (1.4) (3.3) (689.9) (0.3) (5.9) (433.0) Charge for the year (470) \u2013 (0.6) (136.9) \u2013 (0.3) (142.5) Disposals \u2013 \u2013 \u2013 33.6 \u2013 \u2013 33.6 Effects of foreign currency exchange differences 0.2 \u2013 0.9 074 \u2013 \u2013 10.3 At 31 December 2021 (50.3) (1.4) (3.5) (885.8) (0.1) (3.5) (833.3) Charge for the year (0.5) (0.5) (0.4) (143.2) (0.2) (0.2) (144.6) Transfers 12.6 \u2013 \u2013 \u2013 \u2013 \u2013 12.6 Disposals \u2013 \u2013 \u2013 8.2 \u2013 \u2013 8.2 Effects of foreign currency exchange differences 0.4 0.1 0.3 22.0 \u2013 0.3 23.1 At 31 December 2022 (7.6) (1.4) (3.6) (918.0) (0.3) (3.1) (934.0) Net book value At 31 December 2022 0.3 0.3 0.7 887.3 42.5 0.3 931.4 At 31 December 2021 7.9 0.2 1.2 692.6 6.1 0.3 708.2 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. At 31 December 2022, the Group had US$129.6 million (2021: US$96.5 million) of expenditure recognised in the carrying amount of items of site assets that were in the course of construction. On completion of the construction, they will remain within the site assets balance, and depreciation will commence when the assets are available for use. 12b. Right-of-use assets Land US$m Buildings US$m Motor vehicles US$m Total US$m Cost At 1 January 2022 224.7 12.1 0.3 237.1 Additions 60.0 4.9 0.2 65.1 Disposals (13.8) (2.1) \u2013 (15.9) Effects of foreign currency exchange differences (8.6) (0.9) \u2013 (9.5) At 31 December 2022 262.3 14.0 0.5 276.8 Depreciation At 1 January 2022 (68.8) (7.1) (0.1) (76.0) Charge for the year (17.6) (3.2) (0.5) (21.3) Disposals 13.8 2.1 \u2013 15.9 Effects of foreign currency exchange differences 3.9 0.4 0.3 4.6 At 31 December 2022 (68.7) (7.8) (0.3) (76.8) Net book value At 31 December 2022 193.6 6.2 0.2 200.0 At 31 December 2021 155.9 5.0 0.5 16173 As part of the acquisitions in Malawi and Oman, the Group acquired right-of-use assets of US$2.8 million and US$19.4 million respectively (see Note 31). The Group also entered into various leases during the year in the normal course of business. Refer to Note 21 for details of lease liabilities. 13. Investments The subsidiary companies of Helios Towers plc are as follows: Effective shareholding 2022 Effective shareholding 2021 Name of subsidiary Country of incorporation Direct Indirect Direct Indirect Helios Towers Chad Holdco Limited Mauritius \u2013 100% \u2013 100% Helios Towers Africa LLP United Kingdom \u2013 100% \u2013 100% Helios Towers Bidco Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Chad Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Congo Brazzaville SASU Republic of Congo \u2013 100% \u2013 100% Helios Towers DRC S.A.R.L. Democratic Republic of Congo \u2013 100% \u2013 100% Helios Towers FZ-LLC United Arab Emirates \u2013 100% \u2013 100% Helios Towers Gabon Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Ghana Limited Ghana \u2013 100% \u2013 100% Helios Towers, Ltd Mauritius 100% \u2013 100% \u2013 Helios Towers Madagascar Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Malawi Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Partners (UK) Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Senegal SAU Senegal \u2013 100% \u2013 100% Helios Towers South Africa Holdings (Pty) Ltd South Africa \u2013 100% \u2013 100% Helios Towers South Africa (Pty) Ltd South Africa \u2013 66% \u2013 100% Helios Towers South Africa Services (Pty) Ltd South Africa \u2013 100% \u2013 100% Helios Towers (SFZ) SPC Oman \u2013 100% \u2013 100% Helios Towers Tanzania Limited Tanzania \u2013 100% \u2013 100% Helios Towers UK Holdings Limited United Kingdom 100% \u2013 100% \u2013 HS Holdings Limited Tanzania \u2013 1% \u2013 1% HT Congo Brazzaville Holdco Limited Mauritius \u2013 100% \u2013 100% HT DRC Infraco S.A.R.L. Democratic Republic of Congo \u2013 100% \u2013 100% HT Holdings Tanzania Ltd Mauritius \u2013 100% \u2013 100% HTA Group, Ltd Mauritius \u2013 100% \u2013 100% HTA Holdings Ltd Mauritius \u2013 100% \u2013 300% HTA (UK) Partner Ltd United Kingdom \u2013 100% \u2013 100% HTG Managed Services Limited Ghana \u2013 100% \u2013 300% HTSA Towers (Pty) Ltd South Africa \u2013 100% \u2013 100% HTT Infraco Limited Tanzania \u2013 100% \u2013 100% Madagascar Towers SA Madagascar \u2013 100% \u2013 300% McRory Investment B.V. The Netherlands \u2013 100% \u2013 100% McTam International 1 B.V. The Netherlands \u2013 100% \u2013 100% Towers NL Co\u00f6peratief U.A. The Netherlands \u2013 100% \u2013 100% HT Services Limited Malawi \u2013 100% \u2013 100% Helios Towers Group Services (Pty) Ltd South Africa \u2013 100% \u2013 100% Malawi Towers Limited* Malawi \u2013 80% \u2013 \u2013 Helios Towers Gabon S.A.* Gabon \u2013 100% \u2013 \u2013 Oman Tech Infrastructure SAOC* Oman \u2013 70% \u2013 \u2013 All subsidiaries were incorporated in prior years, other than those marked *, which were incorporated into the group structure in 2022. Helios Towers plc or its subsidiaries have subscribed to the majority of the shares as shown above. The consideration paid for these shares on incorporation was minimal. The registered office address of all subsidiaries is included in the list of subsidiaries on page 195. Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings Ltd, Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville Holdco Limited, Helios Towers Chad Holdco Limited, Towers NL Co\u00f6peratief U.A., McRory Investment B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK Holdings Limited, HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited and HTA (UK) Partner Limited are intermediate holding companies. The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT Infraco Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU, Madagascar Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the remaining South African entities are the building and maintenance of telecommunications towers to provide space on those towers to wireless telecommunication service providers in Africa and the Middle East. All investments relate to ordinary shares. The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests: Name of subsidiary Principal place of business and incorporation Proportion of ownership interests and voting rights held by NCI Pro\ufb01t (loss) allocated to NCI for the year NCI 2022 2021 2022 2021 2022 2021 Oman Tech Infrastructure SAOC Oman 30% \u2013 (1.8) - 97.0 \u2013 14. Inventories 2022 US$m 2021 US$m Inventories 14.6 10.1 Inventories are primarily made up of fuel stocks of US$10.5 million (2021: US$7.5 million) and raw materials of US$4.1 million (2021: US$3.0 million). The impact of inventories recognised as an expense during the year in respect of continuing operations was US$89.0 million (2021: US$49.0 million). 15. Trade and other receivables 2022 US$m 2021 US$m (Restated)\u00b9 Trade receivables 80.5 83.1 Loss allowance (5.8) (6.0) 74.7 47.3 Contract Assets 91.6 97.5 Deferred Tax Assets 18.7 6.3 Sundry Receivables 38.6 97.0 VAT and withholding tax receivable 23.2 33.0 246.8 391.5 Loss allowance 2022 US$m 2021 US$m Balance brought forward (6.0) (5.8) Amounts written off/derecognised \u2013 \u2013 Net remeasurement of loss allowance \u2013 (0.5) Unused amounts reversed 0.2 \u2013 (5.8) (6.0) 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. The Group measures the loss allowance for trade receivables, trade receivables from related parties and other receivables at an amount equal to lifetime expected credit losses (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor\u2019s current \ufb01nancial position, adjusted for factors that are speci\ufb01c to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. Loss allowance expense is included within cost of sales in the Consolidated Income Statement. 13. Investments (continued) Additional detail on provision for impairment can be found in Note 26. There has been no change in the estimation techniques or signi\ufb01cant assumptions made during the current reporting period. Interest can be charged on past due debtors. The normal credit period of services is 30 days. US$56.2 million of new contract assets were recognised in the year and US$11.9 million of contract assets at 31 December 2021 were recovered from customers. Of the trade receivables balance at 31 December 2022, 90% is due from large multinational MNOs. The Group does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any amounts owed by the Group to the counterparty. Debtor days The Group calculates debtor days as set out in the table below. It considers its most relevant customer receivables exposure on a given reporting date to be the amount of receivables due in relation to the revenue that has been reported up to that date. It therefore de\ufb01nes its net receivables as the total trade receivables and accrued revenue, less loss allowance and deferred income that has not yet been settled. 2022 US$m 2021 US$m Trade receivables 1 80.5 83.1 Accrued revenue 2 22.9 7. 9 Less: Loss allowance (5.8) (678) Less: Deferred income 3 (9.8) (57. 9) Net receivables 87.8 17.3 Revenue 560.7 949.1 Debtor days 57 46 1 Trade receivables, including related parties. 2 Reported within other receivables. 3 Deferred income, as per Note 19, has been adjusted for US$0 million (2021: US$18.4 million) in respect of amounts settled by customers at the balance sheet date. In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. At 31 December 2022, US$16.6 million (2021: US$11.0 million) of services had been provided to customers which had yet to meet the Group\u2019s probability criterion for revenue recognition under the Group\u2019s accounting policies. Revenue for these services will be recognised in the future as and when all recognition criteria are met. 16. Prepayments 2022 US$m 2021 US$m Prepayments 45.7 93.3 Prepayments primarily comprise advance payments to suppliers. 17. Cash and cash equivalents 2022 US$m 2021 US$m Bank balances 119.6 528.9 Cash and cash equivalents comprise cash at bank and in hand. Short-term deposits are de\ufb01ned as deposits with an initial maturity of three months or less. 18. Share capital and share premium 2022 2021 Number of shares (million) US$m Number of shares (million) US$m Authorised, issued and fully paid ordinary shares of \u00a30.01 each 1,051 13.5 3,098 33.5 1,051 13.5 3,098 33.5 The share capital of the Group is represented by the share capital of the Company, Helios Towers plc. On 16 June 2021, the Company issued 48 million new ordinary shares in the capital of the Company. This raised gross proceeds of US$109.3 million, and created share premium of US$105.6 million. On 3 November 2022, the Company issued 2.5 million new ordinary shares in the Capital of the Company to the EBT to satisfy the vesting of share-based awards. The shares were issued at nominal value with no share premium created. The treasury shares represent the cost of shares in Helios Towers plc purchased in the market and held by the Helios Towers plc EBT to satisfy options under the Group Share options plan. Treasury shares held by the Group as at 31 December 2022 are 2,827,852 (31 December 2021: 1,076,697). 15. Trade and other receivables (continued) 19. Trade and other payables 2022 US$m 2021 US$m Trade payables 32.0 33.1 Deferred income 9.8 45.8 Deferred consideration 52.2 63.5 Accruals 132.2 103.5 VAT, withholding tax, and other taxes payable 18.5 21.5 244.7 597.1 Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 22 days (2021: 25 days). Payable days are calculated as trade payables and payables to related parties, divided by cost of sales plus administration expenses less staff costs and depreciation and amortisation. No interest is charged on trade payables. The Group has \ufb01nancial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Amounts payable to related parties are unsecured, interest free and repayable on demand. Deferred income primarily relates to site equipment revenue which is billed in advance. The Group recognised revenue of US$45.8 million (2021: US$45.2 million) from contract liabilities held on the balance sheet at the start of the \ufb01nancial year. Contract liabilities are presented as deferred income in the table above. Deferred consideration relates to consideration that is payable in the future for the purchase of certain tower assets which the Group is committed to when certain conditions are met, to enable the transfer of ownership to Helios Towers. Accruals consist of general operational accruals, accrued capital items, and goods received but not yet invoiced. Trade and other payables are classi\ufb01ed as \ufb01nancial liabilities and measured at amortised cost. These are initially recognised at fair value and subsequently at amortised cost. These are expected to be settled within a year. The Directors consider the carrying amount of trade payables approximates to their fair value due to their short-term nature. 20. Loans 2022 US$m 2021 US$m Loans and bonds 1,564.3 1,295.1 Bank overdraft 7. 3 \u2013 Total loans and bonds 18571.6 3,295.1 Current 19.9 2.8 Non-current 18551.7 3,502.7 18571.6 3,295.1 In December 2022, Oman Tech Infrastructure SAOC entered into banking facilities representing a combined US$260 million in Oman for the purposes of repaying loan balances due to its former owner, funding growth and upgrade capex and for general working capital purposes. The facilities include both OMR and USD denominated \ufb01nancing with tenors from 1 year (renewable) to 13 years. This includes a revolving credit facility of US$20 million. As at 31 December 2022, US$2.9 million of this was utilised. At 31 December 2022, US$200 million of the available term loans were drawn. In March 2021 the Group issued US$250 million of convertible bonds with a coupon of 2.875%, due in 2027. The initial conversion price was set at US$2.9312. The conversion price is subject to adjustments for any dividend in cash or in kind, as well as customary anti-dilution adjustments, pursuant to the terms and conditions of the convertible bonds. The bondholders have the option to convert at any time up to seven business days prior to the \ufb01nal maturity date. Helios Towers have the right to redeem the bonds at their principal amount, together with accrued but unpaid interest up to the optional redemption date, from April 2026, if the Helios Towers share price has traded above 130% of the conversion price on twenty out of the previous thirty days prior to the redemption notice. In June 2021 the Group tapped the above bond for an aggregate principal amount of US$50 million. On initial recognition of the convertible bond and the convertible bond tap, a liability and equity reserve component were recognised being US$242.4 million and US$52.7 million respectively including transaction costs. In May 2021, Helios Towers Senegal entered into facilities representing a combined \u20ac120 million in Senegal for the purposes of partially funding the Senegal towers acquisition, funding the 400 committed BTS as part of the transaction and for general working capital purposes. The facilities include both EUR and XOF denominated \ufb01nancing with tenors ranging from 2 years to 9 years. On 18 June 2020 HTA Group, Ltd., a wholly owned subsidiary of Helios Towers plc, issued US$750 million of 7.000% Senior Notes due 2025, guaranteed on a senior basis by Helios Towers plc and certain of its direct and indirect subsidiaries . On 9 September 2020 HTA Group, Ltd issued a further US$225 million aggregate principal amount of its 7.000% Senior Notes due 2025. HTA Group, Ltd also entered into a \ufb01ve-year US$200 million term facility with borrowing availability in US Dollars for the general corporate purposes (including acquisitions) of the Company and certain of its subsidiaries. As at 31 December 2022 US$25 million of the available term loan balance was drawn. In 2020, HTA Group, Ltd entered into a revolving credit facility (with a 4.5-year tenor) with borrowing availability in US Dollars for the purpose of \ufb01nancing or re\ufb01nancing the general corporate and working capital needs of the Company and certain of its subsidiaries. Commitments under the new revolving credit facility amount to US$70 million, which remains undrawn. The current portion of borrowings relates to accrued interest on the bonds, term loan interest payable within one year of the balance sheet date and the funds drawn on the revolving credit facility (Oman RCF). Loans are classi\ufb01ed as \ufb01nancial liabilities and measured at amortised cost. Refer to Note 26 for further information on the Group\u2019s \ufb01nancial instruments. 21. Lease liabilities 2022 US$m 2021 US$ m Short-term lease liabilities Land 15.8 30.0 Buildings 2.2 2.8 Motor vehicles 0.1 0.5 34.1 33.0 2022 US$m 2021 US$ m Long-term lease liabilities Land 188.4 396.7 Buildings 3.4 573 Motor vehicles 0.1 0.1 191.9 1487 0 The below undiscounted cash \ufb02ows do not include escalations based on CPI or other indexes which change over time. Renewal options are considered on a case-by-case basis with judgements around the lease term being based on management\u2019s contractual rights and their current intentions. Refer to Note 12b for the Group\u2019s Right-of-use assets. The total cash paid on leases in the year was US$40.8 million (2021: US$31.0 million). The pro\ufb01le of the outstanding undiscounted contractual payments fall due as follows: Within 1 year US$m 2\u20135 years US$m 6\u201310 years US$m 10+ years US$m Total US$m 31 December 2022 43.0 137.7 122.7 326.0 629.4 31 December 2021 33.0 110.2 111.4 278.9 533.5 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. 2022 US$m 2021 US$m Total contracted revenue 4,705.0 3,916.6 Contracted revenue The following table provides our total undiscounted contracted revenue by country as of 31 December 2022 for each year from 2023 to 2027, with local currency amounts converted at the applicable average rate for US Dollars for the year ended 31 December 2022 held constant. Our contracted revenue calculation for each year presented assumes: \u2013 no escalation in fee rates; \u2013 no increases in sites or tenancies other than our committed tenancies; \u2013 our customers do not utilise any cancellation allowances set forth in their MLAs; \u2013 no termination of existing customer MLAs prior to their current term; and \u2013 no automatic renewal . 20. Loans (continued) Contracted revenue (continued) As at 31 December 2022, total contracted revenue was US$4.7 billion, with an average remaining life of 7.6 years. Year ended 31 December (US$m) 2023 2024 2025 2026 2027 Tanzania 208.3 58874 589.3 14178 116.2 DRC 231.2 53874 20171 172.7 139.8 Congo Brazzaville 20.9 20.0 35.5 11.5 31.4 Ghana 26.2 5374 53.9 24.0 24.0 South Africa 8.3 8.3 8.5 7.0 7.6 Senegal 37.1 37.8 3874 90.4 95.0 Madagascar 32.4 32.4 33.0 35.9 35.9 Malawi 38.4 18.4 38.4 18.5 3,71 Oman 45.5 99.0 99.0 94.0 94.0 Total 608.4 604.1 572.3 476.7 422.4 23. Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note. During the year, and in respect of the period for which the related party relationship was in existence, the Group companies entered into the following commercial transactions with related parties: 2022 2021 Income from towers US$m Purchase of goods US$m Income from towers US$m Purchase of goods US$m Millicom Holding B.V. and Subsidiairies 1 \u2013 \u2013 18.0 \u2013 Total \u2013 \u2013 38.0 \u2013 1 Millicom HOLDING B.V is no longer a related party of Helios Towers plc as of June 2021. 24. Other gains and losses 2022 US$m 2021 US$m Fair value gain/(loss) on derivative \ufb01nancial instruments (51.5) (28.0) Fair value movement on forward contracts 0.1 \u2013 (51.4) (58.0 ) All fair values are Level 2, except for the fair value of the embedded derivatives, which are Level 3. Further detail can be found in Note 26. 25. Share-based payments Pre-IPO LTIP Ahead of the IPO certain Directors, former Directors, Senior Managers and employees of the Group were granted nil-cost options in respect of shares up to an aggregate value of US$10 million based on an offer price of 115 pence and a US Dollar to pounds Sterling conversion rate of US$1:\u00a30.7948 (the \u2018HT LTIP\u2019). 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 2022 2021 As at 1 January 1,026,456 3,760,869 Granted during the year \u2013 \u2013 Exercised during the year (251,991) (743,988) Forfeited during the year \u2013 \u2013 At 31 December 774,553 3,026,916 Of which: Vested and exercisable 774,553 723,094 Unvested \u2013 303,980 Fair value of options/share awards granted pre-IPO The fair value at grant date is independently determined using a probability-weighted expected returns methodology, which is an appropriate future-orientated approach when considering the fair value of options/shares that have no intrinsic value at the time of issue. In this case the expected future returns were estimated by reference to the expected proceeds attributable to the underlying shares at IPO, as provided by management, including adjustments for expected net debt, transaction costs and priority returns to other shareholders. This is then discounted into present value terms adopting an appropriate discount rate. The capital asset pricing methodology was used when considering an appropriate discount rate to apply to the pay-out expected to accrue to the share awards on realisation. Key assumptions: \u2013 Expected exit dates 0 to 4 years; \u2013 Probability weightings up to 25%; 22. Uncompleted performance obligations (continued)
\u2013 Expected range of exit multiples up to 10.0x;
\u2013 Expected forecast Adjusted EBITDA across two scenarios (management case and
downside case) and respective probability weightings;
\u2013 Estimated proceeds per share; and
\u2013 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 \u2018EIP\u2019), 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
\u2018EIP\u2019). 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\u2019s discretion, and no individual has a contractual right
to participate in the plan or to receive any guaranteed bene\ufb01ts. Shares received under the
scheme by Executive Directors will be subject to a two-year post-vesting holding period. In
all other respects the shares rank equally with other fully paid ordinary shares on issue.
The Group has granted Long-Term Incentive Plan awards under the EIP to the Executive
Directors and selected key personnel. The equity settled awards comprise three equal and
separate tranches which vest depending upon the achievement of the following performance
targets over a three-year period:
\u2013 Relative TSR tranche;
\u2013 Adjusted EBITDA tranche; and
\u2013 ROIC tranche.
Set out below are summaries of options granted under the EIP.
2022
Number
of options
2021
Number
of options
As at 1 January 7,695,687 4,227,737
Granted during the year 4,233,199 4,072,153
Exercised during the year (6,131) \u2013
Forfeited during the year (18338,151) (604,573)
As at 31 December 10,517,604 4,695,684
Vested and exercisable at 31 December
1
\u2013 6,131
1 Vested and exercisable options relate to the non-work related death of an employee who was granted an award in
March 2021. The options were exercised in January 2022.
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2022 \ufb01nancial
year in respect to the EIP was US$3.1 million (2021: US$2.0 million). All share options
outstanding as at 31 December 2022 have a remaining contractual life of 8.1 years.
The fair value at grant date is independently determined using the Monte Carlo model. Key
assumptions used in valuing the share-based payment charge are as follows:
2021 LTIP Award
Relative
TSR
Adjusted
EBITDA ROIC
Grant date 36\u2013Mar\u201323 36\u2013Mar\u201323 36\u2013Mar\u201323
Share price at grant date \u00a31.53 \u00a31.53 \u00a31.53
Fair value as a percentage of the grant price 58.2% 300.8% 300.8%
Term to vest (years) 2.8 2.8 2.8
Expected life from grant date (years) 2.8 2.8 2.8
Volatility 1374% n/a n/a
Risk-free rate of interest 0.1% n/a n/a
Dividend yield n/a n/a n/a
Average FTSE 250 volatility 41.3% n/a n/a
Average FTSE 250 correlation 57. 5 % n/a n/a
Fair value per share \u00a30.80 \u00a31.53 \u00a31.53
25. Share-based payments (continued)
2022 LTIP Award Relative TSR Adjusted EBITDA ROIC Grant date 28\u2013Apr\u201322 28\u2013Apr\u201322 28\u2013Apr\u201322 Share price at grant date \u00a31.12 \u00a31.12 \u00a31.12 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 \u00a30.58 \u00a31.12 \u00a31.12 HT SharingPlan Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In 2021, the Board granted inaugural \u2018HT SharingPlan\u2019 Restricted Stock Unit (RSU) awards under the HT Global Share Purchase Plan rules. Each employee was granted a 2021 award with a three-year vesting period. The Board also granted all employees an additional one-off Covid-19 Thank You Award with a six-month vesting period. In 2022, the Board granted a 2022 award with a three-year vesting period. The Board also granted a Cost of Living award which vested on 1 December 2022. All employees were granted awards of equal value and on the same terms. The vesting of the awards is subject to continued employment with the Group. 2022 Number of RSUs 2021 Number of RSUs As at 1 January 729,528 \u2013 Granted during the year 1,681,155 748,856 Forfeited during the year (1048684) (11,298) Vested during the year (621,981) \u2013 As at 31 December 1,684,018 459,558 Deferred Bonuses 2022 2021 As at 1 January 36,583 \u2013 Granted during the year 49,5.2 36,583 Forfeited during the year \u2013 \u2013 Vested during the year \u2013 \u2013 As at 31 December 85,755 36,583 26. Financial instruments Financial instruments held by the Group at fair value had the following effect on pro\ufb01t and loss: 31 December 2022 US$m 31 December 2021 US$m Balance brought forward 57.7 88.8 Derivative \ufb01nancial instrument \u2013 US$975m 7.000% Senior Notes 2025 (55.2) (58.8) Currency forward contracts 0.3 (3.3) Balance carried forward 2.8 17.4 Fair value measurements Some of the Group\u2019s \ufb01nancial assets and \ufb01nancial liabilities are measured at fair value at the end of each reporting period. For all other assets and liabilities the carrying value is approximately equal to the fair value. The information set out below provides data about ho w the fair values of these \ufb01nancial assets and \ufb01nancial liabilities are determined (in particular, the valuation technique(s) and inputs used). For those \ufb01nancial instruments measured at fair value, the Group has categorised them into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique in accordance with IFRS 13. The hierarchy gives the highest priority to quoted prices in activ e markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is signi\ufb01cant to the fair value measurement of the instrument in its entirety. There are no \ufb01nancial instruments which have been categorised as Level 1. There were no transfers between the levels in the year. Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes borrowings disclosed in Notes 20 and 21, cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. 25. Share-based payments (continued) Gearing ratio The Group keeps its capital structure under review. The gearing ratio at the year end is as follows: 2022 US$m 2021 US$m Debt (net of issue costs) 18797.6 1,477.4 Cash and cash equivalents (119.6) (158.0) Net debt 1,678.0 94,71 Equity attributable to the owners 8.3 168.0 Non controlling interests 41.0 \u2013 34.1x 5.6x Debt is de\ufb01ned as long-term and short-term loans and lease liabilities, as detailed in Notes 20 and 21 respectively. Externally imposed capital requirements The Group is not subject to externally imposed capital requirements. Categories of \ufb01nancial instruments 2 022 US$m 2021 US$m (Restated) Financial assets Financial assets at amortised cost: Cash and cash equivalents 119.6 528.9 Trade and other receivables 204.9 178.5 324.5 487.9 Fair value through pro\ufb01t or loss: Derivative \ufb01nancial assets 2.8 17.4 327.3 765.1 Financial liabilities Amortised cost: Trade and other payables 216.5 38374 Bank overdraft 7. 3 \u2013 Lease liabilities 226.0 381.9 Loans 18571.6 3,295.1 2,021.4 1,619.1 As at 31 December 2022 and 31 December 2021, the Group had no cash pledged as collateral for \ufb01nancial liabilities. The Directors estimate the amortised cost of cash and cash equivalents is approximate to fair value. The $975 million bond maturing in 2025 had a carrying value of US$964.5 million at 31 December 2022 and a fair value of US$904.6 million. The $300 million convertible bond maturing in 2027 had a carrying value of US$257.0 million at 31 December 2022 and a fair value of US$204.3 million. The Directors estimate the amortised cost of other loans and borrowings is approximate to fair value. Financial risk management objectives and policies The Group\u2019s \ufb01nance function provides services to the business, coordinates access to domestic and international \ufb01nancial markets, and monitors and manages the \ufb01nancial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash \ufb02ow interest rate risk. The Group\u2019s overall \ufb01nancial risk management programme focuses on the unpredictability of \ufb01nancial markets and seeks to minimise potential adverse effects on the Group\u2019s \ufb01nancial performance. The Group\u2019s senior management oversees the management of these risks. The \ufb01nance function is supported by the Group\u2019s senior management, which advises on \ufb01nancial risks and the appropriate \ufb01nancial risk governance framework for the Group. Key \ufb01nancial risks and exposures are monitored through a monthly report to the Board of Directors, together with an annual Board review of corporate treasury matters. Financial risk The principal \ufb01nancial risks to which the Group is exposed through its activities are risks of changes in foreign currency exchange rates and interest rates. Foreign currency risk management The Group undertakes transactions denominated in foreign currencies; consequently exposures to exchange rate \ufb02uctuations arise. The Group\u2019s main currency exposures were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS), Central African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK) through its main operating subsidiaries. The Group has exposure to Sterling (GBP) and Euro (EUR) \ufb02uctuations on its \ufb01nancial assets and liabilities, however, this is not considered material. The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets Liabilities 2022 US$m 2021 US$m 2022 US$m 2021 US$m New Ghanaian Cedi 52.7 39.0 20.8 27 Malagasy Ariary 10.9 6.8 11.8 10.4 Tanzanian Shilling 71.4 39.3 100.2 86.9 South African Rand 5.6 11.4 17.5 5573 Central African Franc 35.7 42.1 1 37.0 3 87.3 Malawian Kwacha 15.4 \u2013 19.8 \u2013 Omani Rial 10.1 \u2013 35.2 \u2013 26. Financial instruments (continued) 164.8 118.6 342.3 253.5 Foreign currency sensitivity analysis The following table details the Group\u2019s sensitivity to a 10% increase in US Dollar against GHS, XAF, TZS, MGA, ZAR and MWK 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management\u2019s assessment of the reasonable potential change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in pro\ufb01t and other equity where US Dollar weakens 10% against the GHS, XAF, TZS, ZAR, MWK or OMR. For a 10% strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite effect on the pro\ufb01t and other equity, on the basis that all other variables remain constant. Impact on pro\ufb01t or loss 2022 US$m 2021 US$m New Ghanaian Cedi impact 0.5 0.8 Malagasy Ariary impact 0.1 0.4 Tanzanian Shilling impact 2.9 4.8 South African Rand 1.2 373 Central African Franc Impact 10.2 6.1 Malawian Kwacha 0.5 \u2013 Omani Rial 2.5 \u2013 This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK and OMR receivables and payables in the Group at the reporting date. Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in \ufb01nancial loss to the Group. Default does not occur later than when a \ufb01nancial asset is 90 days past due (unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate). Write-off happens at least a year after a \ufb01nancial asset has become credit impaired and when management does not have any reasonable expectations to recover the asset. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of \ufb01nancial loss from defaults. The Group uses publicly available \ufb01nancial information and other information provided by the counterparty (where appropriate) to deliver a credit rating for its major customers. As of 31 December 2022, the Group has a concentration risk with regards to four of its largest customers. The Group\u2019s exposure and the credit ratings of its counterparties and related parties are continuously monitored and the aggregate value of credit risk within the business is spread amongst a number of approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by management. The carrying amount of the \ufb01nancial assets recorded in the Financial Statements, which is net of impairment losses, represents the Group\u2019s exposure to credit risk. The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to their lifetime ECL. In order to minimise credit risk, the Group has categorised exposures according to their degree of risk of default. The use of a provision matrix is based on a range of qualitative and quantitative factors that are deemed to be indicative of risk of default, and range from 1 (lowest risk of irrecoverability) to 5 (greatest risk of irrecoverability). Loss allowances for trade receivables from related parties held by the Company are deemed immaterial. The below table shows the Group\u2019s trade and other receivables balance and associated loss allowances in each Group credit rating category. 31 December 2022 31 December 2021 (Restated) Group Rating Risk of impairment Gross exposure US$m Loss allowance US$m Net exposure US$m Gross exposure US$m Loss allowance US$m Net exposure US$m 1 Remote risk 184.1 (0.3) 183.8 353.3 (0.1) 353.5 2 Low risk 21.8 (0.8) 21.0 11.2 (0.9) 10.8 3 Medium risk 0.3 \u2013 0.3 0.5 \u2013 0.5 4 High risk 20.7 (3.8) 16.9 18.6 (473) 14.3 5 Impaired 2.5 (0.9) 1.6 1.2 (1.5) \u2013 Total 229.4 (5.8) 223.6 184.5 (6.0) 178.1 Liquidity risk management The Group has long-term debt \ufb01nancing through Senior Loan Notes of US$975 million due for repayment in December 2025 and other debt as disclosed in note 20. The Group has a revolving credit facility of US$70 million for funding general corporate and working capital needs. As at 31 December 2022 the facility was undrawn. This facility is available until December 2024. The Group has remained compliant during the year to 31 December 2022 with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for further information in relation to debt facilities. Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities and continuously monitoring forecast and actual cash \ufb02ows including consideration of appropriate sensitivities. 26. Financial instruments (continued) Non-derivative \ufb01nancial liabilities The following tables detail the Group\u2019s remaining contractual maturity for its non-derivative \ufb01nancial liabilities. The tables have been drawn up based on the undiscounted cash \ufb02ows of \ufb01nancial liabilities based on the earliest date on which the Group can be required to pay. The table below includes principal cash \ufb02ows. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 216.5 \u2013 \u2013 \u2013 216.5 Fixed interest rate instruments 43.0 39.7 1,441.3 493.8 28017.8 Variable interest rate instruments 10.2 \u2013 25.0 200.0 235.2 269.7 39.7 1,466.3 693.8 2,469.5 31 December 2021 Non-interest bearing 38374 \u2013 \u2013 \u2013 38374 Fixed interest rate instruments 35.8 59.9 1,373.1 390.5 3,829.8 537. 1 59.0 1,373.1 300.5 2,01074 Non-derivative \ufb01nancial assets The following table details the Group\u2019s expected maturity for other non-derivative \ufb01nancial assets. The table below has been drawn up based on the undiscounted contractual maturities of the \ufb01nancial assets except where the Group anticipates that the cash \ufb02ow will occur in a different period. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 204.9 \u2013 \u2013 \u2013 204.9 Fixed interest rate instruments 119.6 \u2013 \u2013 \u2013 119.6 324.5 \u2013 \u2013 \u2013 324.5 31 December 2021 Non-interest bearing 339.1 \u2013 \u2013 \u2013 339.5 Fixed interest rate instruments 313.0 10.0 \u2013 \u2013 363.0 692.5 10.0 \u2013 \u2013 70571 Derivative \ufb01nancial instruments assets The derivatives represent the fair value of the put and call options embedded within the terms of the Senior Notes. The call options give the Group the right to redeem the Senior Notes instruments at a date prior to the maturity date (18 December 2025), in certain circumstances and at a premium over the initial notional amount. The put option provides the holders with the right (and the Group with an obligation) to settle the Senior Notes before their redemption date in the event of a change in control resulting in a rating downgrade (as de\ufb01ned in the terms of the Senior Notes, which also includes a major asset sale), and at a premium over the initial notional amount. The options are fair valued using an option pricing model that is commonly used by market participants to value such options and makes the maximum use of market inputs, relying as little as possible on the entity\u2019s speci\ufb01c inputs and making reference to the fair value of similar instruments in the market. The options are considered a Level 3 \ufb01nancial instrument in the fair value hierarchy of IFRS 13, owing to the presence of unobservable inputs. Where Level 1 (market observable) inputs are not available, the Helios Group engages a third-party quali\ufb01ed valuer to perform the valuation. Management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. The Senior Notes are quoted and it has an embedded derivative. The fair value of the embedded derivative is the difference between the quoted price of the Senior Notes and the fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair value of the Senior Notes as at the valuation date has been sourced from an independent third-party data vendor. The fair value of the host contract is calculated by discounting the Senior Notes\u2019 future cash \ufb02ows (coupons and principal payment) at US Dollar 3-month LIBOR plus Helios Towers\u2019 credit spread. For the valuation date of 31 December 2022, a relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. As at the reporting date, the call option had a fair value of US$2.5 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). The increase in the fair value of the call option is attributable the tightening of the Group\u2019s credit spread, which is in line with the market movement. The key assumptions in determining the fair value are: the quoted price of the bond as at 31 December 2022; the credit spread; and the yield curve. The probabilities relating to change of control and major asset sale represent a reasonable expectation of those events occurring that would be held by a market participant. 26. Financial instruments (continued) Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$ m 31 December 2022 Net settled: Embedded derivatives \u2013 \u2013 2.5 \u2013 2.5 \u2013 \u2013 2.5 \u2013 2. 5 31 December 2021 Net settled: Embedded derivatives \u2013 \u2013 17.4 \u2013 1 7.4 \u2013 \u2013 17.4 \u2013 1 7.4 Interest rate risk management The Group is exposed to interest rate risk because entities in the Group borrow funds at both \ufb01xed and \ufb02oating interest rates. The risk is managed by the Group by maintaining an appropriate mix between \ufb01xed and \ufb02oating rate borrowings. 27. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and make disclosures for contingent liabilities as explained in Note 2b. During the year, the Tanzania Revenue Authority commenced a tax assessment for a number of taxes for the \ufb01nancial years ending 2017 to 2021 inclusive. The initial claim amount is approximately US$99.3 million. Responses are being collated to submit to the relevant tax authority in relation to the assessments and remain under review with local tax experts and as such the impact, if any, is unknown at this time. In the year ending 2022, the DRC tax authorities issued an assessment on a number of taxes amounting to US$62.1 million for the \ufb01nancial years 2018 and 2019. In year ending 2022, the DRC tax authorities issued a payment collection notice amounting to US$44 million for the \ufb01nancial years 2013 to 2016. In respect of these cases, the Directors believe that no present obligation has been established and the quantum of potential future cash out\ufb02ows in relation to these tax audits cannot be reasonably assessed and therefore no provision has been made for these amounts; the balances above represent the Group\u2019s assessment of the maximum possible exposure for the years assessed. The Directors are working with their advisers and are in discussion with the tax authorities to bring the matters to conclusion based on the facts. Other individually immaterial tax, and regulatory proceedings, claims and unresolved disputes are pending against Helios Towers in a number of jurisdictions. The timing of resolution and potential outcome (including any future \ufb01nancial obligations) of these are uncertain, but not considered probable and therefore no provision has been recognised in relation to these matters. Legal claims Other individually immaterial legal and regulatory proceedings, claims and unresolved disputes are pending against Helios Towers in a number of jurisdictions. The timing of resolution and potential outcome (including any future \ufb01nancial obligations) of these are uncertain, but no cash out\ufb02ows are considered probable and therefore no provisions have been recognised in relation to these matters. 28. Net debt 2022 US$m 2021 US$m External debt (18571.6) (1,205.5) Lease liabilities (226.0) (181.9) Cash and cash equivalents 119.6 528.9 Net debt (1,678.0) (098.5) 2022 At 1 January 2022 US$m Cash \ufb02ows US$m Other 1 US$m At 31 December 2022 US$m Cash and cash equivalents 528.9 (405.0) (4.3) 119.6 External debt 2 (18295.5) (261.2) (14.9) (18571.6) Lease liabilities (181.9) 40.8 (04.9) (226.0) Total \ufb01nancing liabilities (1 8477.4) (220.4) (49.8) (1 8797.6) Net debt (948.5) (625.4) (104.5) (1,678.0) 2021 At 1 January 2021 US$m Cash \ufb02ows US$m Other 1 US$m At 31 December 2021 US$m Cash and cash equivalents 42874 102.3 (573) 528.9 External debt (089.4) (351.8) 9174 (1,295.5) Lease liabilities (33374) 13.3 (6371) (181.9) Total \ufb01nancing liabilities (1,121.1) (338.5) ( 37.8) (1,477.4 ) Net debt (605.4) (236.2) (19.9) (94,71) 1 Other includes foreign exchange and non-cash interest movements. Refer to Note 20 for further details on the year-on-year movements in loans. 26. Financial instruments (continued) 29. Loss per share Basic loss per share has been calculated by dividing the total loss for the year by the weighted average number of shares in issue during the year after adjusting for shares held in the EBT. To calculate diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential shares. Share options granted to employees where the exercise price is less than the average market price of the Company\u2019s ordinary shares during the year are considered to be dilutive potential shares. Where share options are exercisable based on performance criteria and those performance criteria have been met during the year, these options are included in the calculation of dilutive potential shares. The Directors believe that Adjusted EBITDA per share is a useful additional measure to better understand the performance of the business (refer to Note 4). Loss per share is based on: 2022 US$m 2021 US$m Loss after tax for the year attributable to owners of the Company (171.5) (116.5) Adjusted EBITDA (Note 4) 282.8 240.6 2022 Number 2021 Number Weighted average number of ordinary shares used to calculate basic earnings per share 1,047,039,919 3,024,386,086 Weighted average number of dilutive potential shares 114,017,600 89,788,891 Weighted average number of ordinary shares used to calculate diluted earnings per share 18161,057,519 1,189,004,013 Loss per share 2022 cents 2021 cents Basic (16) (15) Diluted (16) (15) Adjusted EBITDA per share 2022 cents 2021 cents Basic 27 23 Diluted 24 22 The calculation of basic and diluted loss per share is based on the net loss attributable to equity holders of the Company entity for the year of US$176.4 million (2021: US$159.0 million). Basic and diluted loss per share amounts are calculated by dividing the net loss attributable to equity shareholders of the Company entity by the weighted average number of shares outstanding during the year. The calculation of Adjusted EBITDA per share and diluted EBITDA per share are based on the Adjusted EBITDA earnings for the year of US$282.8 million (2021: US$240.6 million). Refer to Note 4 for a reconciliation of Adjusted EBITDA to net loss before tax. 30. Non-controlling Interest Summarised \ufb01nancial information in respect of each of the Group\u2019s subsidiaries that has material non-controlling interests is set out below. The summarised \ufb01nancial information below represents amounts before intragroup eliminations Oman 2022 US$m 202 1 US$m Current assets 11.3 \u2013 Non-current assets 512.5 \u2013 Current liabilities (112.8) \u2013 Non-current liabilities (256.3) \u2013 Equity attributable to owners of the Company 111.9 \u2013 Non-controlling interests 47.9 \u2013 Oman 2022 US$m 202 1 US$m Revenue 3.6 \u2013 Expenses (9.5) \u2013 Loss for the year (5.9) \u2013 Loss attributable to owners of the Company (4.1) \u2013 Loss attributable to the non-controlling interests (1.8) \u2013 Loss for the year (5.9) \u2013 Net cash in\ufb02ow (out\ufb02ow) from operating activities (4.6) \u2013 Net cash in\ufb02ow (out\ufb02ow) from investing activities \u2013 \u2013 Net cash in\ufb02ow (out\ufb02ow) from \ufb01nancing activities 8.2 \u2013 Net cash in\ufb02ow (out\ufb02ow) 3.6 \u2013
31. Acquisition of subsidiary undertakings
The Malawi and Oman acquisitions open up considerable growth opportunities to Helios
Towers. The portfolios of towers purchased from the MNOs come with lower tenancy ratios
initially as they were principally built and operated for a sole MNO. Therefore, whilst the
tenancy ratio and EBITDA margins are lower than the Group margins, they offer a platform
from which the assets can be developed to serve the needs of all the MNOs in these markets.
Investing cash \ufb02ows
2022
US$m
Malawi 94.2
Oman 91.9
Total investing cash \ufb02ows 135.6
a) Malawi (March 2022)
On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the
previously announced transaction with Airtel Africa. The Group has acquired 100% of the
share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites,
colocation contracts and certain supplier contracts. The Group has treated this as a single
business combination transaction and accounted for it in accordance with IFRS 3, using the
acquisition method. The total consideration in respect of the transaction was US$57.7 million.
Goodwill arising on this business combination has been allocated to the Malawi CGU. The
goodwill is not deductible for tax purposes. On the same date, in tandem with, but
immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m
for a 20% stake in the business. See section ii) for the transactions with minority shareholders
on the acquisition date. Non-controlling interest is recognised under the proportion of net
assets basis method as permitted under IFRS 3.
i) Acquisition of 100% of the share capital of Malawi Towers Ltd
The breakdown of the acquisition price and goodwill generated by the acquisition is as follows:
Acquisition price and goodwill
24 March
2022
US$m
Consideration paid in cash 94.8
Deferred consideration 32.9
Total acquisition price (100%) 57.7
Net assets acquired (100%) (97. 9)
Resulting goodwill 10.3
The business combination had the following effect on the Group\u2019s assets and liabilities:
Identi\ufb01able assets acquired
24 March
2022
US$m
Assets
Fair value of property, plant and equipment 37.6
Fair value of intangible assets 50.7
Right-of-use assets 2.8
Other assets 2.6
Cash 0.6
Total assets 64.3
Liabilities
Other liabilities (6.6)
Lease liabilities (5.1)
Deferred taxation (8.5)
Total liabilities (16.9)
Total net identi\ufb01able assets 47.4
The identi\ufb01ed goodwill re\ufb02ects the lease-up potential of the asset base. Deferred
consideration is payable subject to timing of future closings of sites and to the committed
build-to-suit rollout up to March 2025. This has been discounted to re\ufb02ect the present value
of future payments.
The Group has assessed the fair value of assets acquired at US$47.4 million, based on
appropriate valuation methodology. The valuation techniques used for measuring fair value
of material assets acquired were as follows:
Assets acquired Valuation technique
Property, plant and equipment Depreciated replacement cost adjusted for physical
deterioration as well as functional and economic
obsolescence.
Intangible assets (customer relationships) Multi-period excess earnings method which
considered the present value of net cash \ufb02ows
expected to be generated by the customer
relationships.
The Group incurred acquisition related costs of US$2.0 million in 2022 and US$3.1 million in
previous \ufb01nancial years. These costs have been included in deal costs in the Group\u2019s
consolidated income statement when incurred. For the period from 24 March to 31 December
2022 this acquisition contributed revenue of US$23.6 million and EBITDA of US$7.2 million.
31. Acquisition of subsidiary undertakings (continued)
The business combination had the following effect on the Group\u2019s statement of cash \ufb02ows:
Total investing cash \ufb02ows US$m
Consideration paid in cash 94.8
Less: cash acquired (0.6)
Total cash out\ufb02ow 44.2
ii) Contribution from minority shareholders
On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the
minority shareholder contributed US$5.3 million for a 20% stake in the business. On the same
date the minority shareholder also contributed a loan of US$3.5 million to the entity.
b) Oman (December 2022)
On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure
SAOC of the previously announced transaction with Omantel. The Group has acquired 70%
of the share capital of which includes the passive infrastructure on 2,519 sites, colocation
contracts and certain supplier contracts. The Group has treated this as a single business
combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business
Combinations (IFRS 3) using the acquisition method. The total consideration in respect of the
transaction was US$494.6 million. Goodwill arising on this business combination has been
allocated to the Oman CGU. The Goodwill is deductible for tax purposes. This acquisition is in
line with the Group\u2019s strategy. On the same date, a 30% stake in the business was sold to
Rakiza Telecommunications Infrastructure LLC as part of the same agreement for total
consideration of US$89.1 million. Non-controlling interest is recognised under the fair value
method as permitted under IFRS 3.
The fair value assessment of the assets and liabilities acquired is still ongoing and may be
updated within the 12-month period following the acquisition in line with the requirements of
IFRS 3. The below \ufb01gures are therefore provisional.
The breakdown of the acquisition price and goodwill generated by the acquisition is as follows:
8 December
2022
US$m
Total consideration paid 499.6
Repayment of debt to seller (328.8)
Consideration paid in cash for minority interest (4074)
Deferred receivable (7. 3 )
IFRS Consideration 108.8
Non-controlling interest 9074
Less: Net assets acquired (131.0)
Resulting goodwill 23.5
The business combination had the following effect on the Group\u2019s assets and liabilities:
Identi\ufb01able assets acquired
8 December
2022
US$m
Assets
Fair value of property, plant and equipment 397.6
Fair value of intangible assets 322.8
Right of use assets 39.4
Other assets 0.7
Cash 0.6
Total assets 49173
Liabilities
Other liabilities (7.0)
Lease liabilities (19.9)
Loans (328.8)
Total liabilities (316.1)
Total net identi\ufb01able assets acquired 135.0
The identi\ufb01ed goodwill re\ufb02ects the lease-up potential of the asset base.
The Group has assessed the fair value of net assets acquired at US$477.4 million, based on
appropriate valuation methodology. The valuation techniques used for measuring fair value
of material assets acquired were as follows:
Assets acquired Valuation technique
Property, plant and equipment Depreciated replacement cost adjusted for physical
deterioration as well as functional and economic
obsolescence.
Intangible assets (customer relationships) Multi-period excess earnings method which
considered the present value of net cash \ufb02ows
expected to be generated by the customer
relationships.
The Group incurred acquisition related costs of US$13.4 million in 2022 and US$8.0 million
in previous \ufb01nancial years. These costs have been included in deal costs in the Group\u2019s
consolidated income statement when incurred. For the period from 8 December to
31 December 2022 this acquisition contributed revenue of US$3.6 million and EBITDA of
US$2.3 million. It is not possible to disclose full year revenue and EBITDA for FY22 as the
business did not operate as a standalone business prior to the acquisition.
The business combination had the following effect on the Group\u2019s statement of cash \ufb02ows: Total cash out\ufb02ow US$m Investing Acquisition of subsidiary equity 336.0 Less: deposit paid in prior year (24.0) Less: cash acquired (0.6) Total investing cash \ufb02ows 91.4 Financing Repayment of debt 328.8 Drawdown of debt facility (200.0) Minority investor loan facility (39.4) Total \ufb01nancing cash \ufb02ows 89.4 Total cash out\ufb02ow 180.8 c) Finalisation of Madagascar acquisition purchase price accounting (2021) On 2 November 2021, the Group completed the acquisition of Madagascar Towers SA of the previously announced transaction with Airtel Madagascar. The group has acquired the passive infrastructure on 490 sites, colocation contracts and certain supplier contracts. The Group has treated this as a single business combination transaction and accounted for it in accordance with IFRS 3 using the acquisitions method. The total consideration in respect of the transaction was US$59.0 million. Goodwill arising on this business combination has been allocated to the Madagascar CGU. The goodwill is not deductible for tax purposes. This acquisition is in line with the Group\u2019s strategy. Following completion of the purchase price accounting process the fair value of the initial assets acquired has been adjusted as follows: Identi\ufb01able assets acquired at 2 November 2021: Previously reported US$m Adjustment US$m Final allocation US$m Assets Fair value of property, plant and equipment 2674 (10.5) 16.2 Fair value of intangible assets 34.6 34.6 Right of use assets 3.6 3.6 Other assets 1.6 4.9 6.5 Cash 0.1 0.1 Total assets 66.6 (5.6) 61.0 Liabilities Other liabilities (3.6) 1.5 (2.1) Lease liabilities (3.6) (3.6) Deferred taxation (8.4) (8.9) Total liabilities (15.6) 1.5 (14.1) Total net identi\ufb01able assets 51.0 (4.1) 46.9 Goodwill on acquisition 8.0 4.1 1573 Total consideration 59.0 \u2013 59.0 Consideration paid in cash 46.8 46.8 Deferred consideration 12.2 1575 Total consideration 59.0 \u2013 59.0 Prior year comparatives have been restated in accordance with the above. 32. Subsequent events There were no material subsequent events. 31. Acquisition of subsidiary undertakings (continued)", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-389": { "value": "Helios Towers plc (the \u2018Company\u2019), together with its subsidiaries (collectively, \u2018Helios\u2019, or the ", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-390": { "value": "Helios Towers plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-391": { "value": "Towers plc is a public limited company incorporated and domiciled in the UK, and registered ", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-392": { "value": "public limited company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-393": { "value": "UK", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-394": { "value": "10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-395": { "value": "Basis of preparation The Group\u2019s Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain \ufb01nancial instruments that are measured at fair value at the end of each reporting period. The Financial Statements are presented in United States Dollars (US$) and rounded to the nearest hundred thousand (US$0.1 million) except when otherwise indicated. Comparatives are updated where appropriate. The principal accounting policies adopted are set out below. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-396": { "value": "The Group\u2019s Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-397": { "value": "Basis of consolidation The Consolidated Financial Statements incorporate the Financial Statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: \u2013 has the power over the investee; \u2013 is exposed, or has rights, to variable return from its involvement with the investee; and \u2013 has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Speci\ufb01cally, the results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of pro\ufb01t or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Pro\ufb01t or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a de\ufb01cit balance. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used in line with the Group\u2019s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash \ufb02ows relating to transactions between the members of the Group are eliminated on consolidation. Non-controlling interests in subsidiaries are identi\ufb01ed separately from the Group\u2019s equity therein. Those interests of non-controlling shareholders that have present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identi\ufb01able net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests\u2019 share of subsequent changes in equity. Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non-controlling interests are adjusted to re\ufb02ect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company Business combinations and goodwill Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination in accordance with IFRS 3 Business Combinations (IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. The identi\ufb01able assets, liabilities and contingent liabilities (identi\ufb01able net assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs are expensed as incurred and included in administrative expenses. At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: \u2013 uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related to employee bene\ufb01t arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Bene\ufb01ts respectively; \u2013 liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-Based Payments at the acquisition date (see below); and \u2013 assets (or disposal groups) that are classi\ufb01ed as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. When the Group acquires a business, it assesses the \ufb01nancial assets and liabilities assumed for appropriate classi\ufb01cation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer\u2019s previously held equity interest in the acquired (if any) over the net of the fair values of acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in pro\ufb01t or loss. Goodwill is capitalised as an intangible asset with any subsequent impairment in carrying value being charged to the consolidated statement of pro\ufb01t or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (a period of no more than 12 months), or additional assets or liabilities are recognised, to re\ufb02ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date . Business combinations and goodwill (continued) When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The carrying value of contingent consideration is the present value of those cash \ufb02ows (when the effect of the time value of money is material). Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. Subsequently, changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are recognised in the income statement, when contingent consideration amounts are remeasured to fair value at subsequent reporting dates. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units (CGU) that are expected to bene\ufb01t from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated \ufb01rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss is recognised directly in pro\ufb01t or loss. An impairment loss recognised for goodwill is not able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the pro\ufb01t or loss on disposal . 2(a). Accounting policies (continued) ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-398": { "value": "Going concern The Directors believe that the Group is well placed to manage its business risks successfully, despite the current uncertain economic outlook in the wider economy. The Group\u2019s forecasts and projections, taking account of possible changes in trading performance, show that the Group should remain adequately liquid and should operate within the covenant levels of its debt facilities (Note 20). Going concern (continued) As part of their regular assessment of the Group\u2019s working capital and \ufb01nancing position, the Directors have prepared a detailed trading and cash \ufb02ow forecast for a period which covers at least 12 months after the date of approval of the Consolidated Financial Statements, together with sensitivities and a \u2018reasonable worst case\u2019 stress scenario. In assessing the forecasts, the Directors have considered: \u2013 trading and operating risks presented by the conditions in the operating markets; \u2013 the impact of macroeconomic factors, particularly in\ufb02ation, interest rates and foreign exchange rates; \u2013 climate change risks and initiatives, including the Group\u2019s Project 100 initiative; \u2013 the availability of the Group\u2019s funding arrangements, including loan covenants and non- reliance on facilities with covenant restrictions in more extreme downside scenarios; \u2013 the status of the Group\u2019s \ufb01nancial arrangements; \u2013 progress made in developing and implementing cost reduction programmes, climate change considerations and initiatives and operational improvements; and \u2013 mitigating actions available should business activities fall behind current expectations, including the deferral of discretionary overheads and other expenditures. In particular for the current year, the Directors have considered the impact of rising energy prices and the broader in\ufb02ationary environment on the Group\u2019s operations. Based on the foregoing considerations, the Directors continue to consider it appropriate to adopt the going concern basis of accounting in preparing the Consolidated Financial Statements. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-399": { "value": "New accounting policies in 2022 In the current \ufb01nancial year, the Group has adopted the following new and revised Standards, Amendments and Interpretations. Their adoption has not had a signi\ufb01cant impact on the amounts reported in these Financial Statements: \u2013 Amendments to IFRS 3: Reference to the Conceptual Framework, Amendments to IAS 16: Property, Plant and Equipment\u2014Proceeds before Intended Use, Amendments to IAS 37: Onerous Contracts \u2013 Cost of ful\ufb01lling a Contract, Annual Improvements to IFRS Standards: 2018\u20132020 Cycle, Amendments to IFRS 1: First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41: Agriculture. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-400": { "value": "Business combinations and goodwill Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination in accordance with IFRS 3 Business Combinations (IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. The identi\ufb01able assets, liabilities and contingent liabilities (identi\ufb01able net assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs are expensed as incurred and included in administrative expenses. At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: \u2013 uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related to employee bene\ufb01t arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Bene\ufb01ts respectively; \u2013 liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-Based Payments at the acquisition date (see below); and \u2013 assets (or disposal groups) that are classi\ufb01ed as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. When the Group acquires a business, it assesses the \ufb01nancial assets and liabilities assumed for appropriate classi\ufb01cation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer\u2019s previously held equity interest in the acquired (if any) over the net of the fair values of acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in pro\ufb01t or loss. Goodwill is capitalised as an intangible asset with any subsequent impairment in carrying value being charged to the consolidated statement of pro\ufb01t or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (a period of no more than 12 months), or additional assets or liabilities are recognised, to re\ufb02ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-401": { "value": "Business combinations and goodwill (continued) When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. The carrying value of contingent consideration is the present value of those cash \ufb02ows (when the effect of the time value of money is material). Measurement period adjustments are adjustments that arise from additional information obtained during the \u2018measurement period\u2019 (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. Subsequently, changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are recognised in the income statement, when contingent consideration amounts are remeasured to fair value at subsequent reporting dates. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units (CGU) that are expected to bene\ufb01t from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated \ufb01rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss is recognised directly in pro\ufb01t or loss. An impairment loss recognised for goodwill is not able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the pro\ufb01t or loss on disposal 11. Intangible assets Goodwill US$m Customer contracts US$m Customer relationships US$m Colocation rights US$m Right of \ufb01rst refusal US$m Non-compete agreement US$m Computer software and licence US$m Total US$m Cost At 1 January 2021 4.9 3.3 6.8 8.8 35.0 373 39.7 79.6 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 2.0 2.0 Additions on acquisition of subsidiary undertakings (Restated)\u00b9 37.4 \u2013 205.6 \u2013 \u2013 \u2013 \u2013 223.3 Disposals \u2013 \u2013 \u2013 \u2013 (31.0) \u2013 \u2013 (35.0) Effects of foreign currency exchange differences (074) (073) (15.6) \u2013 \u2013 \u2013 (0.9) (14.0) At 31 December 2021 (Restated)\u00b9 21.9 3.0 309.8 8.8 \u2013 373 21.3 555.9 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 5.6 5.6 Additions on acquisition of subsidiary undertakings (Note 31) 33.8 \u2013 343.5 \u2013 \u2013 \u2013 \u2013 377. 3 Transfers \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 19.2 19.2 Effects of foreign currency exchange differences (4.6) (0.5) (17.7) \u2013 \u2013 (0.2) (1.5) (24.5) At 31 December 2022 51.1 2.9 525.6 8.8 \u2013 0.9 44.6 633.9 Amortisation At 1 January 2021 \u2013 (0.4) (0.8) (0.9) (31.0) (0.3) (19.0) (16.4) Charge for year \u2013 (0.5) (0.8) (0.1) \u2013 (0.5) (0.6) (5.3) Disposals \u2013 \u2013 \u2013 \u2013 31.0 \u2013 \u2013 35.0 Effects of foreign currency exchange differences \u2013 \u2013 (0.0) (0.5) \u2013 \u2013 0.3 (0.8) At 31 December 2021 \u2013 (0.6) (2.1) (1.6) \u2013 (0.5) (19.3) (24.5) Charge for year \u2013 (0.1) (6.8) (0.6) \u2013 (0.3) (4.8) (12.6) Transfer \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 (12.5) (12.5) Effects of foreign currency exchange differences \u2013 \u2013 (2.0) \u2013 \u2013 \u2013 1.2 (0.8) At 31 December 2022 \u2013 (0.7) (11.3) (2.2) \u2013 (0.8) (35.4) (50.4) Net book value At 31 December 2022 51.1 2.2 514.3 6.6 \u2013 0.1 9.2 583.5 At 31 December 2021 (Restated)\u00b9 21.9 2.4 3 07.3 7.5 \u2013 0.6 5.0 531.4 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The group has acquired 100% of the share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. Goodwill arising on this business combination has been allocated to the Malawi CGU. Please refer to further details in Note 31. On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The group has acquired 70% of the share capital of the entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. Goodwill arising on this business combination has been allocated to the Oman CGU. Please refer to further details in Note 31. Impairment The Group tests goodwill, irrespective of any indicators, at least annually for impairment. All other intangible assets are tested for impairment where there is an impairment indicator. The Group\u2019s CGUs are aligned to its operating segments. If any such indication exists, then the CGUs recoverable amount is estimated. For goodwill, the recoverable amount of the related CGU is also estimated each year. The carrying value of goodwill at 31 December was as follows: Goodwill 2022 US$m 2021 US$m (Restated) 2019 South Africa 4.2 4.5 2021 Senegal 5.0 5.3 2021 Madagascar 10.3 32.1 2022 Malawi 8.1 \u2013 2022 Oman 23.5 \u2013 Total 51.1 51.9 The recoverable amount is determined based on a value in use calculation using cash \ufb02ow projections for the next \ufb01ve years from \ufb01nancial budgets approved by the Board of Directors, which incorporates climate considerations (with the exception of Oman which has been calculated over 10 years, due to the anticipated growth pro\ufb01le of the business which has been based on contractual commitments in the SPA with Omantel). Key assumptions used in value in use calculations \u2013 number of additional colocation tenants added to towers in future periods. These are based on estimates of the number of tower opportunities in the relevant markets and the expected growth in these markets; \u2013 discount rate; and \u2013 operating cost and capital expenditure requirements. The key assumptions used to assess the value in use calculations were a pre-tax discount rate (South Africa, 11.9%, Senegal 11.2%, Madagascar 15.1%, Malawi 12.7% and Oman 11.4%) and also estimated long-term growth rates assumed to be 2.0% across all markets. Due to the CGUs only recently being acquired, there is limited headroom in the impairment model for South Africa, Madagascar and Oman, which is to be expected. All businesses are performing in line with management expectations, but a reasonable change in key assumptions would result in an impairment. The adjustment required to the discount rate to breakeven is an increase of South Africa 1.5%, Madagascar 1.7%, and Oman 0.2%. The adjustment required to the future cash \ufb02ows to breakeven is a decrease of South Africa 12.0%, Madagascar 15.9% and Oman 2.3%. The adjustment required to the long-term growth rate to breakeven is a decrease of South Africa 2.2%, Madagascar 2.6% and Oman 0.4%. Amortisation of intangibles is included within Administrative expenses in the Consolidated Income Statement. 11. Intangible assets (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-402": { "value": "Revenue recognition The Group recognises revenue from the rendering of tower services provided by utilisation of the Group\u2019s tower infrastructure pursuant to written contracts with its customers. The Group applies the \ufb01ve-step model in IFRS 15 Revenue from Contracts with Customers (IFRS 15). Prescriptive guidance in IFRS 15 is followed to deal with speci\ufb01c scenarios and details of the impact of IFRS 15 on the Group\u2019s Consolidated Financial Statements are described below. Revenue is not recognised if uncertainties over a customer\u2019s intention and ability to pay means that collection is not probable. On inception of the contract a \u2018performance obligation\u2019 is identi\ufb01ed based on each of the distinct goods or services promised to the customer. The consideration speci\ufb01ed in the contract with the customer is allocated to a performance obligation identi\ufb01ed based on their relative standalone selling prices. In line with IFRS 15, the Group has one material performance obligation, which is providing a series of distinct tower space and site services . This performance obligation includes fees for the provision of tower infrastructure, power escalations and tower service contracts. This is the only material performance obligation fo r the Group at the balance sheet date. Revenue from these services is recognised as the performance obligation is satis\ufb01ed over time using the time elapsed output method for each customer to measure the Group\u2019s progress under the contract. Customers are usually billed in advance creating a deferred income which is then recognised as the performance obligation is met over a straight-line basis. Amounts billed in arrears are recognised as contract assets. Revenue is measured at the fair value of the consideration received or expected to be received and represents amounts receivable for services provided in the normal course of business, less VAT and other sales-related taxes. Where refunds are issued to customers, they are deducted from revenue in the relevant service period. The entire estimated loss for a contract is recognised immediately when there is evidence that the contract is unpro\ufb01table. If these estimates indicate that any contract will be less pro\ufb01table than previously forecasted, contract assets may have to be written down to the extent they are no longer considered to be fully recoverable. We perform ongoing pro\ufb01tability reviews of our contracts in order to determine whether the latest estimates are appropriate. Key factors reviewed include: \u2013 transaction volumes or other inputs affecting future revenues which can vary depending on customer requirements, plans, market position and other factors such as general economic conditions; \u2013 the status of commercial relations with customers and the implications for future revenue and cost projections; \u2013 our estimates of future staff and third-party costs and the degree to which cost savings and efficiencies are deliverable The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of \ufb01nancial position when t he related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically, thi s is over the customer contract period as new commissions are payable on contract renewal. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-403": { "value": "Foreign currency translation The individual Financial Statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the Consolidated Financial Statements, the results and \ufb01nancial position of each Group company are expressed in United States Dollars (US$), which is the functional currency of the Company, and the presentation currency for the Consolidated Financial Statements . In preparing the Financial Statements of the individual companies, transactions in currencies other than the entity\u2019s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group\u2019s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates \ufb02uctuate signi\ufb01cantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity (attributed to non-controlling interests as appropriate). On the disposal of a foreign operation (i.e. a disposal of the Group\u2019s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest become a \ufb01nancial asset), all of the exchange differences accumulated in a separate component of equity in respect of that operation attributable to the owners of the Company are reclassi\ufb01ed to pro\ufb01t or loss. In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in pro\ufb01t or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing signi\ufb01cant in\ufb02uence or joint control), the proportionate share of the accumulated exchange differences is reclassi\ufb01ed to pro\ufb01t or loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-404": { "value": "The individual Financial Statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the Consolidated Financial Statements, the results and \ufb01nancial position of each Group company are expressed in United States Dollars (US$), which is the functional currency of the Company, and the presentation currency for the Consolidated Financial Statements ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-405": { "value": "Financial assets Financial assets within the scope of IFRS 9 are classi\ufb01ed as \ufb01nancial assets at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through pro\ufb01t or loss. The classi\ufb01cation of \ufb01nancial assets at initial recognition depends on the \ufb01nancial asset\u2019s contractual cash \ufb02ow characteristics and the Group\u2019s business model for managing them. The Group initially measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial asset not at fair value through pro\ufb01t or loss, transaction costs. In order for a \ufb01nancial asset to be classi\ufb01ed and measured at amortised cost or fair value through OCI, it needs to give rise to cash \ufb02ows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets at fair value through pro\ufb01t or loss include \ufb01nancial assets held for trading, \ufb01nancial assets designated upon initial recognition at fair value through pro\ufb01t or loss, or \ufb01nancial assets mandatorily required to be measured at fair value. Financial assets are classi\ufb01ed as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash \ufb02ows that are not solely payments of principal and interest are classi\ufb01ed and measured at fair value through pro\ufb01t or loss, irrespective of the business model. Financial assets at fair value through pro\ufb01t or loss are carried in the statement of \ufb01nancial position at fair value with net changes in fair value recognised in the statement of pro\ufb01t or loss. At the current reporting period the Group did not elect to classify any \ufb01nancial instruments as fair value through OCI. A \ufb01nancial asset (or, where applicable, a part of a \ufb01nancial asset or part of a group of similar \ufb01nancial assets) is primarily derecognised (i.e. removed from the Group\u2019s consolidated statement of \ufb01nancial position) when: \u2013 the rights to receive cash \ufb02ows from the asset have expired; or \u2013 the Group has transferred its rights to receive cash \ufb02ows from the asset or has assumed an obligation to pay the received cash \ufb02ows in full without material delay to a third party. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-406": { "value": "Financial liabilities Financial liabilities within the scope of IFRS 9 are classi\ufb01ed, at initial recognition, as \ufb01nancial liabilities at fair value through pro\ufb01t or loss. All \ufb01nancial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s \ufb01nancial liabilities include trade and other payables and loans and borrowings. The subsequent measurement of \ufb01nancial liabilities depends on their classi\ufb01cation, as described below: (a) Financial liabilities at fair value through pro\ufb01t or loss Financial liabilities at fair value through pro\ufb01t or loss include \ufb01nancial liabilities held for trading and \ufb01nancial liabilities designated upon initial recognition as at fair value through pro\ufb01t or loss. Gains or losses on liabilities held for trading are recognised in the statement of pro\ufb01t or loss. Financial liabilities designated upon initial recognition at fair value through pro\ufb01t or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satis\ufb01ed. (b) Financial liabilities at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in pro\ufb01t or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as \ufb01nance costs in the statement of pro\ufb01t or loss. A \ufb01nancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing \ufb01nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modi\ufb01ed, such an exchange or modi\ufb01cation is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of pro\ufb01t or loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-407": { "value": "Embedded derivatives A derivative may be embedded in a non-derivative \u2018host contract\u2019 such as put and call options over loans. Such combinations are known as hybrid instruments. If a hybrid contract contains a host that is a \ufb01nancial asset within the scope of IFRS 9, then the relevant classi\ufb01cation and measurement requirements are applied to the entire contract at the date of initial recognition. Should the host contract not be a \ufb01nancial asset within the scope of IFRS 9, the embedded derivative is separated from the host contract, if it is not closely related to the host contract, and accounted for as a standalone derivative. Where the embedded derivative is separated, the host contract is accounted for in accordance with its relevant accounting policy, unless the entire instrument is designated at FVTPL in accordance with IFRS 9. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-408": { "value": "Offsetting of \ufb01nancial instruments Financial assets and \ufb01nancial liabilities are offset and the net amount is reported in the consolidated statement of \ufb01nancial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-409": { "value": "Leases The Group applies IFRS 16 Leases. The Group holds leases primarily on land, buildings and motor vehicles used in the ordinary course of business. Based on the accounting policy applied the Group recognises a right-of-use asset and a lease liability at the commencement date of the contract for all leases conveying the right to control the use of an identi\ufb01ed asset for a period of time. The commencement date is the date on which a lessor makes an underlying asset available for use by a lessee. The right-of-use assets are initially measured at cost, which comprises: \u2013 the amount of the initial measurement of the lease liability; \u2013 any lease payments made at or before the commencement date, less any lease incentives received; and \u2013 any initial direct costs incurred by the lessee. After the commencement date the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. The Group depreciates the right-of-use asset from the commencement date to the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at that date. These include: \u2013 \ufb01xed payments, less any lease incentives receivable. The lease payments are discounted using the incremental borrowing rate at the commencement of the lease contract or modi\ufb01cation. Generally, it is not possible to determine the interest rate implicit in the land and building leases. The incremental borrowing rate is estimated taking account of the economic environment of the lease, the currency of the lease and the lease term. The lease term determined by the Group comprises: \u2013 non-cancellable period of lease contracts; \u2013 periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and \u2013 periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. Leases (continued) After the commencement date the Group measures the lease liability by: \u2013 increasing the carrying amount to re\ufb02ect interest on the lease liability; \u2013 reducing the carrying amount to re\ufb02ect lease payments made; and \u2013 remeasuring the carrying amount to re\ufb02ect any reassessment or lease modi\ufb01cations. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-410": { "value": "Property, plant and equipment Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses, if any. Assets in the course of construction for production, supply or administrative purposes, are carried at cost, less any recognised impairment loss. Cost includes material and labour and professional fees in accordance with the Group\u2019s accounting policy, and only those costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are capitalised. Depreciation of these assets, on the same basis as other assets, commences when the assets are ready for their intended use. Borrowing costs are not captialised as assets are generally constructed in substantially less than one year. Freehold land is not depreciated. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Site assets \u2013 towers Up to 15 years Site assets \u2013 generators 8 years Site assets \u2013 plant & machinery 3\u20135 years Fixtures and \ufb01ttings 3 years IT equipment 3 years Motor vehicles 5 years Leasehold improvements 5\u201310 years Directly attributable costs of acquiring tower assets are capitalised together with the towers acquired and depreciated over a period of up to 15 years in line with the assets estimated useful lives. An item of property, plant and equipment is derecognised upon disposal or when no future economic bene\ufb01ts are expected to arise from continued use of the asset. Any gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in pro\ufb01t and loss", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-411": { "value": "Intangible assets Contract-acquired-related intangible assets with \ufb01nite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. They are amortised on a straight-line basis over the life of the contract. Intangible assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Amortisation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Customer contracts Amortised over their contractual lives Customer relationships Up to 30 years Colocation rights Amortised over their contractual lives Right of \ufb01rst refusal Amortised over their contractual lives Non-compete agreement Amortised over their contractual lives Computer software and licences 2\u20133 years An intangible asset is derecognised on disposal, or when no future economic bene\ufb01ts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in pro\ufb01t or loss when the asset is derecognised. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-412": { "value": "Impairment of tangible and intangible assets At each reporting date, the Directors review the carrying amounts of its goodwill, tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identi\ufb01able cash in\ufb02ows (cash-generating units \u2013 \u2018CGUs\u2019). Where the asset does not generate cash \ufb02ows that are independent from other assets, the Directors estimate the recoverable amount of the CGU to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax discount rate that re\ufb02ects current market assessments of the time value of money and the risks speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted Impairment of tangible and intangible assets (continued) If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in pro\ufb01t or loss. Any impairment is allocated pro-rata across all assets in a CGU unless there is an indication that a class of asset should be impaired in the \ufb01rst instance or a fair market value exists for one or more assets. Once an asset has been written down to its fair value less costs of disposal then any remaining impairment is allocated equally amongst all other assets. Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. Reversals are allocated pro-rata across all assets in the CGU unless there is an indication that a class of asset should be reversed in the \ufb01rst instance or a fair market value exists for one or more assets. A reversal of an impairment loss is recognised in the income statement immediately. An impairment loss recognised for goodwill is never reversed in subsequent periods", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-413": { "value": "Related parties For the purpose of these Financial Statements, parties are considered to be related to the Group if they have the ability, directly or indirectly to control the Group or exercise signi\ufb01cant in\ufb02uence over the Group in making \ufb01nancial or operating decisions, or vice versa, or where the Group is subject to common control or common signi\ufb01cant in\ufb02uence. Related parties may be individuals or other entities", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-414": { "value": "Retirement bene\ufb01t costs Payments to de\ufb01ned contribution retirement bene\ufb01t schemes are recognised as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement bene\ufb01t schemes are dealt with as payments to de\ufb01ned contribution schemes where the Group\u2019s obligations under the schemes are equivalent to those arising in a de\ufb01ned contribution retirement bene\ufb01t scheme. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-415": { "value": "Share-based payments The Group\u2019s management awards employee share options, from time to time, on a discretionary basis which are subject to vesting conditions. The economic cost of awarding the share options to its employees is recognised as an employee bene\ufb01t expense in the income statement equivalent to the fair value of the bene\ufb01t awarded over the vesting period. For further details refer to Note 25. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-416": { "value": "Inventory Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-417": { "value": "Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits. Short-term deposits are de\ufb01ned as deposits with an initial maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group\u2019s cash management are included as a component of cash and cash equivalents for the purposes of the Statement of Cash Flows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-418": { "value": "Interest expense Interest expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the \ufb01nancial liability. The effective interest method is a method of calculating the amortised cost of a \ufb01nancial asset/\ufb01nancial liability and of allocating interest income/interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments through the expected life of the \ufb01nancial assets/\ufb01nancial liabilities, or, where appropriate, a shorter period", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-419": { "value": "Taxation The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable pro\ufb01t for the year. Taxable pro\ufb01t differs from net pro\ufb01t as reported in the statement of pro\ufb01t or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable pro\ufb01t, and is accounted for using the statement of \ufb01nancial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable pro\ufb01t nor the accounting pro\ufb01t. Deferred tax liabilities are recognised either for taxable temporary differences arising on investments in subsidiaries or on carrying value of taxable assets, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable pro\ufb01ts against which to utilise the bene\ufb01ts of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable pro\ufb01ts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the pro\ufb01t or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. The measurement of deferred tax liabilities and assets re\ufb02ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis . Uncertain tax positions Provision is made for current tax liabilities where Management assess that it is probable that the relevant taxation authority will not accept the position as \ufb01led in the tax returns. The Group typically uses a weighted average of outcomes assessed as possible to determine the level of provision required, unless a single best estimate of the outcome is considered to be more appropriate. Assessments are made at the level of an individual tax uncertainty, unless uncertainties are considered to be related, in which case they are grouped together. Provisions, which are not discounted given the short period over which they are expected to be utilised, are included within current tax liabilities, together with any liability for penalties, which to date have not been signi\ufb01cant. Any liability relating to interest on tax liabilities is included within \ufb01nance costs. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-420": { "value": "Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable pro\ufb01t, and is accounted for using the statement of \ufb01nancial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable pro\ufb01t nor the accounting pro\ufb01t. Deferred tax liabilities are recognised either for taxable temporary differences arising on investments in subsidiaries or on carrying value of taxable assets, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable pro\ufb01ts against which to utilise the bene\ufb01ts of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable pro\ufb01ts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the pro\ufb01t or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. The measurement of deferred tax liabilities and assets re\ufb02ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-421": { "value": "Share capital Ordinary shares are classi\ufb01ed as equity. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-422": { "value": "Treasury shares Treasury shares represents the shares of Helios Towers plc that are held by the Employee Bene\ufb01t Trust (EBT). Treasury shares are recorded at cost and deducted from equity", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-423": { "value": "New accounting pronouncements At 31 December 2022, the following Standards, Amendments and Interpretations were in issue but not yet effective: \u2013 IFRS 17: Insurance contracts, IFRS 10 and IAS 28 (amendments): Sale or contribution of assets between an investor and an associate or joint venture, Amendments to IAS 1: Classi\ufb01cation of liabilities, Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies, Amendments to IAS 8: De\ufb01nition of Accounting Estimates, Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, Amendments to IFRS 16: Lease Liability in a Sale and Leaseback and Amendments to IAS 1: Non-current liabilities with Covenants. The Directors do not expect that the adoption of the above Standards, Amendments and Interpretations will have a material impact on the Financial Statements of the Group in future periods", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-424": { "value": "2(b). Critical accounting judgements and key sources of estimation uncertainty New accounting pronouncement (continued) In the application of the Group\u2019s accounting policies, which are described above, the Directors are required to make judgements (other than those involving estimations) that have a signi\ufb01cant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Group\u2019s accounting policies The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors, have made in the process of applying the Group\u2019s accounting policies and that have the most signi\ufb01cant effect on the amounts recognised in the Financial Statements. Revenue recognition Revenue is recognised as service revenue in accordance with IFRS 15: Revenue from contracts with customers. In arriving at this assessment the Directors concluded that there is not an embedded lease, given customer contracts provide for an amount of space on a tower rather than a speci\ufb01c location on a tower. Our contracts permit us, subject to certain conditions, to relocate customer equipment on our towers in order to accommodate other tenants. Customer consent is usually required to move equipment, however, this should not be unreasonably withheld. The Directors believe these substitution rights are substantive, given the practical ability to move equipment and the economics of doing so. In applying the requirements of IFRS 15, management makes an evaluation as to whether it is probable that the Group will collect the consideration that it is entitled to under the contract. The amount of revenue that the Group is contractually entitled to but has not recognised is disclosed in Note 22. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see Note 27). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a signi\ufb01cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next \ufb01nancial year, are discussed below. Fair value of derivative \ufb01nancial instruments Derivative \ufb01nancial instruments are held at fair value with any changes in the year re\ufb02ected i n the pro\ufb01t and loss account. The Group\u2019s material derivatives represent the fair value of the put and call options embedded within the terms of the Group borrowings, which due to a number of unobservable inputs including credit spread, and the assessment of the probability of a change of control or major asset sale, is considered to be a Level 3 fair value. The Group engages a third-party quali\ufb01ed valuer to perform the valuation, and management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. Further information about the valuation techniques and inputs used in determining the fair value of the derivative \ufb01nancial instrument is disclosed in Note 26. As at the reporting date, the call option had a fair value of US$2.8 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). A relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. Acquisition in Oman As set out in Note 31(b) the acquisition accounting for Oman is provisional and will be \ufb01nalised in 2023. Determining fair values of intangible and tangible assets requires some estimation uncertainty. Measurement period adjustments to previous acquisitions are set out in Note 31. Impairment testing Following the assessment of the recoverable amount of goodwill allocated to the South Africa, Senegal, Madagascar, Malawi and Oman CGUs, to which Goodwill of US$39.4 million is allocated, the directors consider the recoverable amount of goodwill allocated to the operating companies to be most sensitive to the number of tower opportunities in the relevant markets and the expected growth rates in these markets, future discount rates and operating cost and capital expenditure requirements. An adjustment to the discount rate of South Africa 3.6%, Madagascar 3.5% and Oman of 0.4% would have a material impact. An adjustment in cash \ufb02ows of South Africa (25.1%), Madagascar (28.0%), and Oman (0.7%) would have a material impact. The adjustment required for the long-term growth rate to have a material impact is South Africa (6.0%), Madagascar (5.6%) and Oman (0.7%) 2(b). Critical accounting judgements and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Recognition of deferred tax assets The Group has material unrecognised deferred tax assets across a number of jurisdictions (see note 10) which have not be recognised to date due to current period tax losses, insufficient certainty as to future taxable pro\ufb01ts and in the context of ongoing assessments from local tax authorities in certain jurisdictions (see note 27). Successful resolution of such assessments from tax authorities and greater certainty over future taxable pro\ufb01tability may lead to partial recognition of currently unrecognised deferred tax assets with the next 12 months. The Directors have considered whether certain other estimates included in the \ufb01nancial statements meet the criteria to be key sources of estimation uncertainty, as follows: Provisions for litigation Provisions and exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation (see Note 27) are subject to estimation uncertainty. Whilst the value of open claims across the Group is material in aggregate, based on recent experiences of closing such cases, the resulting adjustments are generally not material and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Uncertain tax positions Measurement of the Group\u2019s tax liability involves estimation of the tax liabilities arising from transactions in tax jurisdictions for which the ultimate tax determination is uncertain. Where there are uncertain tax positions, the Directors assess whether it is probable that the position adopted in tax \ufb01lings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows. The Group uses tax experts in all jurisdiction when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The Group\u2019s tax provision for these matters is recognised within current tax liabilities. The provision re\ufb02ects a number of estimates where the amount of tax payable is either currently under audit by the tax authorities or relates to a period which has yet to be audited. These areas include the tax effects of change of control events, which are calculated based on valuations of the company\u2019s operations in the relevant jurisdictions, and interpretation of taxation law relating to statutory tax \ufb01lings by the Group. The nature of the items, for which a provision is held, is such that the \ufb01nal outcome could vary from the amounts recognised once a \ufb01nal tax determination is made. To the extent the estimated \ufb01nal outcome differs from the tax that has been provided, adjustments will be made to income tax and deferred tax balances held in the period the determination is made. Whilst the value of open tax audit cases for payroll, VAT and corporate income taxes across the group is material in aggregate, based on recent experiences of closing tax audit cases, the resulting adjustments are generally not material and tax accruals and provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. Therefore, the Directors consider the current provisions held by the Group to be appropriate and do not anticipate a signi\ufb01cant risk of a material change to the amounts accrued and provided at 31 December 2022 within the next \ufb01nancial year. Climate-related matters on the \ufb01nancial statements The Directors have considered the effects climate-related matters may have on the \ufb01nancial statements. In particular, consideration has been given to the potential impact climate matters may have on the carrying amount of the Group\u2019s property plant and equipment and inventories, the impact climate change considerations and initiatives have when assessing forecasts as part of our going concern assessment and impairment reviews, potential \ufb01nancial impact that future regulatory requirements may have on \ufb01nancial instruments the Group may use or the way it assesses the recognition of assets and liabilities. While no adjustments have been made to the carrying amount of assets and liabilities in the current year, the Group\u2019s forecasts re\ufb02ect the Group\u2019s planned spend in respect of carbon- intensity reduction targets. The Directors will continue to assess the impact climate-related matters may have on the \ufb01nancial position and performance of the Group and re\ufb02ect those in future \ufb01nancial statements ", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-425": { "value": "3. Segmental reporting The following segmental information is presented in a consistent format with management information considered by the CEO of each operating segment, and the CEO and CFO of the Group, who are considered to be the chief operating decision makers (CODMs). Operating segments are determined based on geographical location. All operating segments have the same business of operating and maintaining telecoms towers and renting space on such towers. Accounting policies are applied consistently for all operating segments. The segment operating result used by the CODMs is Adjusted EBITDA, which is de\ufb01ned in Note 4. For the year to 31 December 2022 Tanzania US$m DRC US$m Congo Brazzaville US$m Ghana US$m South Africa US$m Senegal US$m Madagascar US$m Malawi US$m Oman US$m Total operating companies US$m Corporate US$m Group total US$m Revenue 201.4 205.9 28.2 36.6 9.5 36.8 15.1 23.6 3.6 560.7 \u2013 560.7 Adjusted gross margin 1 70% 57% 66% 66% 74% 72% 49% 40% 73% 63% \u2013 63% Adjusted EBITDA 2 133.7 104.4 13.8 20.7 4.5 22.0 5.7 7.2 2.3 314.3 (31.5) 282.8 Adjusted EBITDA margin 3 66% 51% 49% 57% 48% 60% 38% 30% 64% 56% \u2013 50% Financing costs Interest costs (40.1) (52.3) (6.8) (8.3) (4.7) (18.3) (5.7) (2.9) (5.2) (144.3) 3.3 (141.0) Foreign exchange differences (2.2) 0.3 (5.7) (26.2) (1.5) (7.7) (0.9) (6.6) (0.1) (50.6) (1.6) (52.2) Total \ufb01nance costs (42.3) (52.0) (12.5) (34.5) (6.2) (26.0) (6.6) (9.5) (5.3) (194.9) 1.7 (193.2) Other segmental information Non-current assets 312.9 343.6 42.1 46.5 59.5 247.2 67.4 69.7 524.6 1,713.5 4.2 1,717.7 Property, plant and equipment additions 53.8 76.7 14.2 11.3 13.5 14.2 1.5 52.3 149.3 387.0 2.4 389.4 Property, plant and equipment depreciation and amortisation 52.9 53.3 8.5 5.5 3.1 19.7 4.2 1.9 1.7 150.8 6.4 157. 2 1 Adjusted gross margin means gross pro\ufb01t, adding back site and warehouse depreciation, divided by revenue. 2 Adjusted EBITDA is loss before tax for the year, adjusted for \ufb01nance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property, plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material items that are considered one-off by management by virtue of their size and/or incidence. 3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue. 3. Segmental reporting (continued) For the year to 31 December 2021 Tanzania US$m DRC US$m Congo Brazzaville US$m Ghana US$m South Africa US$m Senegal US$m Madagascar US$m (Restated) Malawi US$m Oman US$m Total operating companies US$m Corporate US$m Group total US$m Revenue 170.4 176.4 57.4 42.8 6.0 23.4 2.4 \u2013 \u2013 999.1 \u2013 999.1 Adjusted gross margin 1 69% 64% 65% 69% 75% 64% 50% \u2013 \u2013 67% \u2013 67% Adjusted EBITDA 2 113.2 101.0 3373 55.8 2.6 3574 0.0 \u2013 \u2013 269.3 (5874) 240.6 Adjusted EBITDA margin 3 66% 14% 94% 60% 44% 14% 37% \u2013 \u2013 60% \u2013 14% Financing costs Interest costs (35.6) (10.5) (10.8) (8.8) (5.5) (12.2) (0.1) \u2013 \u2013 (123.2) (6.3) (159.1) Foreign exchange differences (0.5) 0.3 (7.3) (2.5) (0.1) (0.8) \u2013 \u2013 \u2013 (3874) (10.9) (21.6) Total \ufb01nance costs (36.3) (4070) (34.9) (11.3) (5.6) (13.0) (0.1) \u2013 \u2013 (133.9) (37.5) (113.1) Other segmental information Non-current assets 302.1 306.6 36.1 15.4 12.3 262.9 67.3 \u2013 \u2013 3,88574 4174 1,158.9 Property, plant and equipment additions 60.0 1674 10.9 14.5 9.3 100.1 27.9 \u2013 \u2013 279.4 3.5 282.6 Property, plant and equipment depreciation and amortisation 98.9 13.2 10.8 7.4 3.2 3974 0.1 \u2013 \u2013 339.0 5.5 144.5 1 Adjusted gross margin means gross pro\ufb01t, adding back site and warehouse depreciation, divided by revenue. 2 Adjusted EBITDA is loss before tax for the year, adjusted for \ufb01nance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property, plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material items that are considered one-off by management by virtue of their size and/or incidence. 3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue. 3. Segmental reporting (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-426": { "value": "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 de\ufb01nes Adjusted EBITDA as loss before tax for the year, adjusted for \ufb01nance 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 \ufb01nance 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: 2022 US$m 2021 US$m Adjusted EBITDA 282.8 240.6 Adjustments applied to give Adjusted EBITDA Adjusting items: Deal costs 1 (19.5) (19.3) Share-based payments and long-term incentive plan charges 2 (4.5) (2.0) Loss on disposal of property, plant and equipment (0.4) (0.1) Other gains and (losses) (51.4) (58.0) Depreciation of property, plant and equipment (144.6) (142.5) Amortisation of intangible assets (12.6) (2.3) Depreciation of right-of-use assets (21.3) (15.3) Interest receivable 1.8 874 Finance costs (193.2) (31373) Loss before tax (162.5) (119.9) 1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to operating activities commencing. 2 Share-based payments and long-term incentive plan charges and associated costs. ", "dimensions": { "concept": "heliostowersplc:DisclosureOfReconcilationOfAggregateSegmentAdjustedEBITDAToLossBeforeTax", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-427": { "value": "5a. Operating pro\ufb01t Operating pro\ufb01t is stated after charging the following: 2022 US$m 2021 US$m Cost of inventory expensed 89.0 49.0 Auditor remuneration (see Note 5b) 2.7 2.8 Loss on disposal of property, plant and equipment 0.4 0.5 Depreciation and amortisation 178.5 359.8 Staff costs (Note 6) 35.0 3374 ", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-428": { "value": "5b. Audit remuneration 2022 US$m 2021 US$m Statutory audit of the Company\u2019s annual accounts 0.6 0.4 Statutory audit of the Group\u2019s subsidiaries 1.8 374 Audit fees: 2.4 2.1 Interim review engagements 0.1 0.3 Other assurance services 0.2 0.4 Audit related assurance services 0.3 874 Total non-audit fees 0.3 0.7 Total fees 2.7 2.8 ", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-429": { "value": "6. Staff costs Staff costs consist of the following components: 2022 US$m 2021 US$m Wages and salaries 32.0 59.0 Social security costs \u2013 employer contributions 2.4 3.9 Pension costs 0.6 0.8 35.0 3374 An immaterial allocation of directly attributable staff costs is subsequently capitalised into the cost of capital work in progress The average monthly number of employees during the year was made up as follows: 2022 2021 Operations 287 239 Legal and regulatory 61 94 Administration 24 13 Finance 108 91 Sales and marketing 33 3 548 461 6. Staff costs (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-430": { "value": "7. Key management personnel compensation 2022 US$m 2021 US$m Salary, fees and bonus 3.8 9.6 Pension and bene\ufb01ts 0.2 0.3 Share based payment charge 1.6 0.6 5.6 5.5 The above remuneration information relates to Directors in Helios Towers plc. Further details can be found in the Directors\u2019 Remuneration Report of the Annual Report. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-431": { "value": "8. Interest receivable 2022 US$m 2021 US$ Bank interest receivable 1.8 874 ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-432": { "value": "9. Finance costs 2022 US$m 2021 US$m Foreign exchange differences 52.2 21.6 Interest costs 115.5 110.2 Interest costs on lease liabilities 25.5 39.3 193.2 31373 The year-on-year increase in foreign exchange differences is driven primarily by the \ufb02uctuations year-on-year of the Central African Franc, Ghanaian Cedi and Malawian Kwacha. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-433": { "value": "10. Tax expense, tax paid and deferred tax 2022 US$m 2021 US$m (a) Tax expense: Current tax In respect of current year 19.1 59.1 Adjustment in respect of prior years (1.2) 3374 Total current tax 17.9 4175 Deferred tax Originating temporary differences on acquisition of subsidiary undertakings (1.8) (0.5) Originating temporary differences on capital assets (5.9) (475) Adjustment in respect of prior years (1.3) \u2013 Total deferred tax (9.0) (479) Total tax expense 8.9 36.8 (b) Tax reconciliation: Loss before tax (162.5) (119.9) Tax computed at the local statutory tax rate (26.3) (50.0) Tax effect of expenditure not deductible for tax purposes 28.7 39.4 Tax effect of income not taxable in determining taxable pro\ufb01t \u2013 ( 7.5) Fixed asset timing differences 0.4 0.9 Deferred income tax movement not recognised 7.6 (1.4) Prior year (under)/over provision (2.5) 3374 Change of control taxes \u2013 32.0 Minimum income taxes 0.3 0.3 Other 0.7 2.0 Total tax expense 8.9 36.8 The range of statutory income tax rates applicable to the Group\u2019s operating subsidiaries is between 15% and 30%. As stipulated by local applicable law, minimum income and asset based taxes apply to operating entities in Congo Brazzaville and Senegal respectively which reported tax losses for the year ended 31 December 2022. Minimum income tax rules do not apply to the loss-making entities in Malawi, Oman or South Africa. A tax charge is reported in the consolidated \ufb01nancial statements despite a consolidated loss for accounting purposes, as a result of losses recorded in certain holding companies in Mauritius and UK. Such losses are not able to be group relieved against taxable pro\ufb01ts in the operating company jurisdictions . The pro\ufb01ts of the Mauritius entities are subject to taxation at the headline rate of 15%, with eligibility for a statutory 80% exemption, subject to ongoing satisfaction of the Global Business License conditions. Based on recent experience of closing tax audit cases, the provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. The Directors considered the current provisions held by the Group to be appropriate. Tax paid 2022 US$m 2021 US$m Income tax (20.3) (39.5) Change of Control Taxes funded by escrow restricted cash \u2013 (59.3) Total tax paid (20.3) (4873) Deferred tax As deferred tax assets and liabilities are measured at the rates that are expected to apply in the periods of the reversal, the deferred tax balance at the balance sheet date has been calculated at the rate at which the relevant balance is expected to be recovered or settled. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised. The deferred tax balances are calculated by applying the relevant statutory corporate income tax rates at the balance sheet date. The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period: Accelerated tax depreciation US$ Short term timing differences US$m Tax losses US$m Intangible assets US$m Total US$m 1 January 2021 (1.0) (3.4) \u2013 \u2013 (479) Arising on acquisition \u2013 \u2013 \u2013 (3874) (3874) Charge for the year (374) 4.7 1.2 0.2 9.4 Exchange rate differences \u2013 \u2013 \u2013 579 2.4 31 December 2021 (574) 1.3 1.2 (36.1) (36.3) Arising on acquisition (1.5) \u2013 \u2013 (8.5) (9.7) Charge for the year 0.4 8.0 (1.5) 3.8 9.0 Exchange rate differences \u2013 \u2013 \u2013 5.6 5.6 31 December 2022 (3.5) 9.3 \u2013 (37. 2) (11.4) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for \ufb01nancial reporting purposes: 2022 US$m 2021 US$m Deferred tax liabilities (50.5) (42.6) Deferred tax assets 18.7 6.3 Total (31.4) (36.3) Unrecognised deferred tax No deferred tax asset is recognised on US$206.8 million of tax losses at the balance sheet date, as the relevant businesses are not expected to generate sufficient forecast future taxable pro\ufb01ts to justify recognising the associated deferred tax assets. Tax losses for which no deferred tax assets were recognised are as follows: US$82.0 million are subject to expiry under local statutory tax rules within periods of 3 to 5 years and US$124.8m are not expected to expire. As at the balance sheet date, the geographical split of the unrecognised deferred tax assets in relation to losses is DRC US$101.2 million (tax effect US$30.4 million), Congo Brazzaville US$11.7 million (tax effect US$3.3 million), Malawi US$3.0 million (tax effect US$0.9 million), Mauritius US$59.4 million (tax effect US$8.9 million), Oman US$8.0 million (tax effect US$1.2 million), South Africa US$15.2 million (tax effect US$4.3 million) and UK US$8.3 million (tax effect US$1.6 million). At the balance sheet date, no deferred tax liability is recognised on temporary differences relating to the aggregate amount of unremitted earnings of overseas operating subsidiaries of US$0.2 million as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The recovery of the Group\u2019s deferred tax assets is not expected to be impacted by any climate related risks. 10. Tax expense, tax paid and deferred tax (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-434": { "value": "10. Tax expense, tax paid and deferred tax 2022 US$m 2021 US$m (a) Tax expense: Current tax In respect of current year 19.1 59.1 Adjustment in respect of prior years (1.2) 3374 Total current tax 17.9 4175 Deferred tax Originating temporary differences on acquisition of subsidiary undertakings (1.8) (0.5) Originating temporary differences on capital assets (5.9) (475) Adjustment in respect of prior years (1.3) \u2013 Total deferred tax (9.0) (479) Total tax expense 8.9 36.8 (b) Tax reconciliation: Loss before tax (162.5) (119.9) Tax computed at the local statutory tax rate (26.3) (50.0) Tax effect of expenditure not deductible for tax purposes 28.7 39.4 Tax effect of income not taxable in determining taxable pro\ufb01t \u2013 ( 7.5) Fixed asset timing differences 0.4 0.9 Deferred income tax movement not recognised 7.6 (1.4) Prior year (under)/over provision (2.5) 3374 Change of control taxes \u2013 32.0 Minimum income taxes 0.3 0.3 Other 0.7 2.0 Total tax expense 8.9 36.8 The range of statutory income tax rates applicable to the Group\u2019s operating subsidiaries is between 15% and 30%. As stipulated by local applicable law, minimum income and asset based taxes apply to operating entities in Congo Brazzaville and Senegal respectively which reported tax losses for the year ended 31 December 2022. Minimum income tax rules do not apply to the loss-making entities in Malawi, Oman or South Africa. A tax charge is reported in the consolidated \ufb01nancial statements despite a consolidated loss for accounting purposes, as a result of losses recorded in certain holding companies in Mauritius and UK. Such losses are not able to be group relieved against taxable pro\ufb01ts in the operating company jurisdictions The pro\ufb01ts of the Mauritius entities are subject to taxation at the headline rate of 15%, with eligibility for a statutory 80% exemption, subject to ongoing satisfaction of the Global Business License conditions. Based on recent experience of closing tax audit cases, the provisions held by the Group have accurately quanti\ufb01ed the \ufb01nal amounts determined. The Directors considered the current provisions held by the Group to be appropriate. Tax paid 2022 US$m 2021 US$m Income tax (20.3) (39.5) Change of Control Taxes funded by escrow restricted cash \u2013 (59.3) Total tax paid (20.3) (4873) Deferred tax As deferred tax assets and liabilities are measured at the rates that are expected to apply in the periods of the reversal, the deferred tax balance at the balance sheet date has been calculated at the rate at which the relevant balance is expected to be recovered or settled. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised. The deferred tax balances are calculated by applying the relevant statutory corporate income tax rates at the balance sheet date. The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period: Accelerated tax depreciation US$ Short term timing differences US$m Tax losses US$m Intangible assets US$m Total US$m 1 January 2021 (1.0) (3.4) \u2013 \u2013 (479) Arising on acquisition \u2013 \u2013 \u2013 (3874) (3874) Charge for the year (374) 4.7 1.2 0.2 9.4 Exchange rate differences \u2013 \u2013 \u2013 579 2.4 31 December 2021 (574) 1.3 1.2 (36.1) (36.3) Arising on acquisition (1.5) \u2013 \u2013 (8.5) (9.7) Charge for the year 0.4 8.0 (1.5) 3.8 9.0 Exchange rate differences \u2013 \u2013 \u2013 5.6 5.6 31 December 2022 (3.5) 9.3 \u2013 (37. 2) (11.4) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for \ufb01nancial reporting purposes: 2022 US$m 2021 US$m Deferred tax liabilities (50.5) (42.6) Deferred tax assets 18.7 6.3 Total (31.4) (36.3) Unrecognised deferred tax No deferred tax asset is recognised on US$206.8 million of tax losses at the balance sheet date, as the relevant businesses are not expected to generate sufficient forecast future taxable pro\ufb01ts to justify recognising the associated deferred tax assets. Tax losses for which no deferred tax assets were recognised are as follows: US$82.0 million are subject to expiry under local statutory tax rules within periods of 3 to 5 years and US$124.8m are not expected to expire. As at the balance sheet date, the geographical split of the unrecognised deferred tax assets in relation to losses is DRC US$101.2 million (tax effect US$30.4 million), Congo Brazzaville US$11.7 million (tax effect US$3.3 million), Malawi US$3.0 million (tax effect US$0.9 million), Mauritius US$59.4 million (tax effect US$8.9 million), Oman US$8.0 million (tax effect US$1.2 million), South Africa US$15.2 million (tax effect US$4.3 million) and UK US$8.3 million (tax effect US$1.6 million). At the balance sheet date, no deferred tax liability is recognised on temporary differences relating to the aggregate amount of unremitted earnings of overseas operating subsidiaries of US$0.2 million as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The recovery of the Group\u2019s deferred tax assets is not expected to be impacted by any climate related risks. 10. Tax expense, tax paid and deferred tax (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-435": { "value": "11. Intangible assets Goodwill US$m Customer contracts US$m Customer relationships US$m Colocation rights US$m Right of \ufb01rst refusal US$m Non-compete agreement US$m Computer software and licence US$m Total US$m Cost At 1 January 2021 4.9 3.3 6.8 8.8 35.0 373 39.7 79.6 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 2.0 2.0 Additions on acquisition of subsidiary undertakings (Restated)\u00b9 37.4 \u2013 205.6 \u2013 \u2013 \u2013 \u2013 223.3 Disposals \u2013 \u2013 \u2013 \u2013 (31.0) \u2013 \u2013 (35.0) Effects of foreign currency exchange differences (074) (073) (15.6) \u2013 \u2013 \u2013 (0.9) (14.0) At 31 December 2021 (Restated)\u00b9 21.9 3.0 309.8 8.8 \u2013 373 21.3 555.9 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 5.6 5.6 Additions on acquisition of subsidiary undertakings (Note 31) 33.8 \u2013 343.5 \u2013 \u2013 \u2013 \u2013 377. 3 Transfers \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 19.2 19.2 Effects of foreign currency exchange differences (4.6) (0.5) (17.7) \u2013 \u2013 (0.2) (1.5) (24.5) At 31 December 2022 51.1 2.9 525.6 8.8 \u2013 0.9 44.6 633.9 Amortisation At 1 January 2021 \u2013 (0.4) (0.8) (0.9) (31.0) (0.3) (19.0) (16.4) Charge for year \u2013 (0.5) (0.8) (0.1) \u2013 (0.5) (0.6) (5.3) Disposals \u2013 \u2013 \u2013 \u2013 31.0 \u2013 \u2013 35.0 Effects of foreign currency exchange differences \u2013 \u2013 (0.0) (0.5) \u2013 \u2013 0.3 (0.8) At 31 December 2021 \u2013 (0.6) (2.1) (1.6) \u2013 (0.5) (19.3) (24.5) Charge for year \u2013 (0.1) (6.8) (0.6) \u2013 (0.3) (4.8) (12.6) Transfer \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 (12.5) (12.5) Effects of foreign currency exchange differences \u2013 \u2013 (2.0) \u2013 \u2013 \u2013 1.2 (0.8) At 31 December 2022 \u2013 (0.7) (11.3) (2.2) \u2013 (0.8) (35.4) (50.4) Net book value At 31 December 2022 51.1 2.2 514.3 6.6 \u2013 0.1 9.2 583.5 At 31 December 2021 (Restated)\u00b9 21.9 2.4 3 07.3 7.5 \u2013 0.6 5.0 531.4 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The group has acquired 100% of the share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. Goodwill arising on this business combination has been allocated to the Malawi CGU. Please refer to further details in Note 31. On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The group has acquired 70% of the share capital of the entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. Goodwill arising on this business combination has been allocated to the Oman CGU. Please refer to further details in Note 31. Impairment The Group tests goodwill, irrespective of any indicators, at least annually for impairment. All other intangible assets are tested for impairment where there is an impairment indicator. The Group\u2019s CGUs are aligned to its operating segments. If any such indication exists, then the CGUs recoverable amount is estimated. For goodwill, the recoverable amount of the related CGU is also estimated each year. The carrying value of goodwill at 31 December was as follows: Goodwill 2022 US$m 2021 US$m (Restated) 2019 South Africa 4.2 4.5 2021 Senegal 5.0 5.3 2021 Madagascar 10.3 32.1 2022 Malawi 8.1 \u2013 2022 Oman 23.5 \u2013 Total 51.1 51.9 The recoverable amount is determined based on a value in use calculation using cash \ufb02ow projections for the next \ufb01ve years from \ufb01nancial budgets approved by the Board of Directors, which incorporates climate considerations (with the exception of Oman which has been calculated over 10 years, due to the anticipated growth pro\ufb01le of the business which has been based on contractual commitments in the SPA with Omantel). Key assumptions used in value in use calculations \u2013 number of additional colocation tenants added to towers in future periods. These are based on estimates of the number of tower opportunities in the relevant markets and the expected growth in these markets; \u2013 discount rate; and \u2013 operating cost and capital expenditure requirements. The key assumptions used to assess the value in use calculations were a pre-tax discount rate (South Africa, 11.9%, Senegal 11.2%, Madagascar 15.1%, Malawi 12.7% and Oman 11.4%) and also estimated long-term growth rates assumed to be 2.0% across all markets. Due to the CGUs only recently being acquired, there is limited headroom in the impairment model for South Africa, Madagascar and Oman, which is to be expected. All businesses are performing in line with management expectations, but a reasonable change in key assumptions would result in an impairment. The adjustment required to the discount rate to breakeven is an increase of South Africa 1.5%, Madagascar 1.7%, and Oman 0.2%. The adjustment required to the future cash \ufb02ows to breakeven is a decrease of South Africa 12.0%, Madagascar 15.9% and Oman 2.3%. The adjustment required to the long-term growth rate to breakeven is a decrease of South Africa 2.2%, Madagascar 2.6% and Oman 0.4%. Amortisation of intangibles is included within Administrative expenses in the Consolidated Income Statement. 11. Intangible assets (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-436": { "value": "11. Intangible assets Goodwill US$m Customer contracts US$m Customer relationships US$m Colocation rights US$m Right of \ufb01rst refusal US$m Non-compete agreement US$m Computer software and licence US$m Total US$m Cost At 1 January 2021 4.9 3.3 6.8 8.8 35.0 373 39.7 79.6 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 2.0 2.0 Additions on acquisition of subsidiary undertakings (Restated)\u00b9 37.4 \u2013 205.6 \u2013 \u2013 \u2013 \u2013 223.3 Disposals \u2013 \u2013 \u2013 \u2013 (31.0) \u2013 \u2013 (35.0) Effects of foreign currency exchange differences (074) (073) (15.6) \u2013 \u2013 \u2013 (0.9) (14.0) At 31 December 2021 (Restated)\u00b9 21.9 3.0 309.8 8.8 \u2013 373 21.3 555.9 Additions during the year \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 5.6 5.6 Additions on acquisition of subsidiary undertakings (Note 31) 33.8 \u2013 343.5 \u2013 \u2013 \u2013 \u2013 377. 3 Transfers \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 19.2 19.2 Effects of foreign currency exchange differences (4.6) (0.5) (17.7) \u2013 \u2013 (0.2) (1.5) (24.5) At 31 December 2022 51.1 2.9 525.6 8.8 \u2013 0.9 44.6 633.9 Amortisation At 1 January 2021 \u2013 (0.4) (0.8) (0.9) (31.0) (0.3) (19.0) (16.4) Charge for year \u2013 (0.5) (0.8) (0.1) \u2013 (0.5) (0.6) (5.3) Disposals \u2013 \u2013 \u2013 \u2013 31.0 \u2013 \u2013 35.0 Effects of foreign currency exchange differences \u2013 \u2013 (0.0) (0.5) \u2013 \u2013 0.3 (0.8) At 31 December 2021 \u2013 (0.6) (2.1) (1.6) \u2013 (0.5) (19.3) (24.5) Charge for year \u2013 (0.1) (6.8) (0.6) \u2013 (0.3) (4.8) (12.6) Transfer \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 (12.5) (12.5) Effects of foreign currency exchange differences \u2013 \u2013 (2.0) \u2013 \u2013 \u2013 1.2 (0.8) At 31 December 2022 \u2013 (0.7) (11.3) (2.2) \u2013 (0.8) (35.4) (50.4) Net book value At 31 December 2022 51.1 2.2 514.3 6.6 \u2013 0.1 9.2 583.5 At 31 December 2021 (Restated)\u00b9 21.9 2.4 3 07.3 7.5 \u2013 0.6 5.0 531.4 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The group has acquired 100% of the share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. Goodwill arising on this business combination has been allocated to the Malawi CGU. Please refer to further details in Note 31. On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The group has acquired 70% of the share capital of the entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. Goodwill arising on this business combination has been allocated to the Oman CGU. Please refer to further details in Note 31. Impairment The Group tests goodwill, irrespective of any indicators, at least annually for impairment. All other intangible assets are tested for impairment where there is an impairment indicator. The Group\u2019s CGUs are aligned to its operating segments. If any such indication exists, then the CGUs recoverable amount is estimated. For goodwill, the recoverable amount of the related CGU is also estimated each year. The carrying value of goodwill at 31 December was as follows: Goodwill 2022 US$m 2021 US$m (Restated) 2019 South Africa 4.2 4.5 2021 Senegal 5.0 5.3 2021 Madagascar 10.3 32.1 2022 Malawi 8.1 \u2013 2022 Oman 23.5 \u2013 Total 51.1 51.9 The recoverable amount is determined based on a value in use calculation using cash \ufb02ow projections for the next \ufb01ve years from \ufb01nancial budgets approved by the Board of Directors, which incorporates climate considerations (with the exception of Oman which has been calculated over 10 years, due to the anticipated growth pro\ufb01le of the business which has been based on contractual commitments in the SPA with Omantel). Key assumptions used in value in use calculations \u2013 number of additional colocation tenants added to towers in future periods. These are based on estimates of the number of tower opportunities in the relevant markets and the expected growth in these markets; \u2013 discount rate; and \u2013 operating cost and capital expenditure requirements. The key assumptions used to assess the value in use calculations were a pre-tax discount rate (South Africa, 11.9%, Senegal 11.2%, Madagascar 15.1%, Malawi 12.7% and Oman 11.4%) and also estimated long-term growth rates assumed to be 2.0% across all markets. Due to the CGUs only recently being acquired, there is limited headroom in the impairment model for South Africa, Madagascar and Oman, which is to be expected. All businesses are performing in line with management expectations, but a reasonable change in key assumptions would result in an impairment. The adjustment required to the discount rate to breakeven is an increase of South Africa 1.5%, Madagascar 1.7%, and Oman 0.2%. The adjustment required to the future cash \ufb02ows to breakeven is a decrease of South Africa 12.0%, Madagascar 15.9% and Oman 2.3%. The adjustment required to the long-term growth rate to breakeven is a decrease of South Africa 2.2%, Madagascar 2.6% and Oman 0.4%. Amortisation of intangibles is included within Administrative expenses in the Consolidated Income Statement. 11. Intangible assets (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-437": { "value": "12a. Property, plant and equipment IT equipment US$m Fixtures and \ufb01ttings US$m Motor vehicles US$m Site assets US$m Land US$m Leasehold improvements US$m Total US$m Cost At 1 January 2021 22.8 3.5 4.6 1,268.8 6.8 3.5 3 , 387.4 Additions 4.9 0.3 0.9 165.0 \u2013 0.3 170.9 Additions on acquisition of subsidiary undertakings (Note 31) (restated) 1 \u2013 \u2013 \u2013 10175 \u2013 \u2013 10175 Disposals \u2013 \u2013 \u2013 (3374) \u2013 \u2013 (3374) Effects of foreign currency exchange differences (0.5) (0.5) (0.3) (5374) (0.5) \u2013 (24.6) At 31 December 2021 (Restated)\u00b9 57. 1 1.6 974 3,907.6 6.6 3.1 1,541.5 Additions 0.1 \u2013 0.1 203.9 \u2013 0.1 204.2 Additions on acquisition of subsidiary undertakings \u2013 \u2013 \u2013 148.9 36.3 \u2013 185.2 Transfers (19.2) \u2013 \u2013 \u2013 \u2013 \u2013 (19.2) Disposals \u2013 \u2013 \u2013 (1.6) \u2013 \u2013 (1.6) Effects of foreign currency exchange differences (0.5) 0.1 (0.5) (43.5) (0.5) (0.2) (44.7) At 31 December 2022 7.9 1.7 4.3 1,805.3 42.8 3.4 1,865.4 Depreciation At 1 January 2021 (15.9) (1.4) (3.3) (689.9) (0.3) (5.9) (433.0) Charge for the year (470) \u2013 (0.6) (136.9) \u2013 (0.3) (142.5) Disposals \u2013 \u2013 \u2013 33.6 \u2013 \u2013 33.6 Effects of foreign currency exchange differences 0.2 \u2013 0.9 074 \u2013 \u2013 10.3 At 31 December 2021 (50.3) (1.4) (3.5) (885.8) (0.1) (3.5) (833.3) Charge for the year (0.5) (0.5) (0.4) (143.2) (0.2) (0.2) (144.6) Transfers 12.6 \u2013 \u2013 \u2013 \u2013 \u2013 12.6 Disposals \u2013 \u2013 \u2013 8.2 \u2013 \u2013 8.2 Effects of foreign currency exchange differences 0.4 0.1 0.3 22.0 \u2013 0.3 23.1 At 31 December 2022 (7.6) (1.4) (3.6) (918.0) (0.3) (3.1) (934.0) Net book value At 31 December 2022 0.3 0.3 0.7 887.3 42.5 0.3 931.4 At 31 December 2021 7.9 0.2 1.2 692.6 6.1 0.3 708.2 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. At 31 December 2022, the Group had US$129.6 million (2021: US$96.5 million) of expenditure recognised in the carrying amount of items of site assets that were in the course of construction. On completion of the construction, they will remain within the site assets balance, and depreciation will commence when the assets are available for use. ", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-438": { "value": "12b. Right-of-use assets Land US$m Buildings US$m Motor vehicles US$m Total US$m Cost At 1 January 2022 224.7 12.1 0.3 237.1 Additions 60.0 4.9 0.2 65.1 Disposals (13.8) (2.1) \u2013 (15.9) Effects of foreign currency exchange differences (8.6) (0.9) \u2013 (9.5) At 31 December 2022 262.3 14.0 0.5 276.8 Depreciation At 1 January 2022 (68.8) (7.1) (0.1) (76.0) Charge for the year (17.6) (3.2) (0.5) (21.3) Disposals 13.8 2.1 \u2013 15.9 Effects of foreign currency exchange differences 3.9 0.4 0.3 4.6 At 31 December 2022 (68.7) (7.8) (0.3) (76.8) Net book value At 31 December 2022 193.6 6.2 0.2 200.0 At 31 December 2021 155.9 5.0 0.5 16173 As part of the acquisitions in Malawi and Oman, the Group acquired right-of-use assets of US$2.8 million and US$19.4 million respectively (see Note 31). The Group also entered into various leases during the year in the normal course of business. Refer to Note 21 for details of lease liabilities", "dimensions": { "concept": "ifrs-full:DisclosureOfQuantitativeInformationAboutRightofuseAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-439": { "value": "13. Investments The subsidiary companies of Helios Towers plc are as follows: Effective shareholding 2022 Effective shareholding 2021 Name of subsidiary Country of incorporation Direct Indirect Direct Indirect Helios Towers Chad Holdco Limited Mauritius \u2013 100% \u2013 100% Helios Towers Africa LLP United Kingdom \u2013 100% \u2013 100% Helios Towers Bidco Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Chad Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Congo Brazzaville SASU Republic of Congo \u2013 100% \u2013 100% Helios Towers DRC S.A.R.L. Democratic Republic of Congo \u2013 100% \u2013 100% Helios Towers FZ-LLC United Arab Emirates \u2013 100% \u2013 100% Helios Towers Gabon Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Ghana Limited Ghana \u2013 100% \u2013 100% Helios Towers, Ltd Mauritius 100% \u2013 100% \u2013 Helios Towers Madagascar Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Malawi Holdings Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Partners (UK) Limited United Kingdom \u2013 100% \u2013 100% Helios Towers Senegal SAU Senegal \u2013 100% \u2013 100% Helios Towers South Africa Holdings (Pty) Ltd South Africa \u2013 100% \u2013 100% Helios Towers South Africa (Pty) Ltd South Africa \u2013 66% \u2013 100% Helios Towers South Africa Services (Pty) Ltd South Africa \u2013 100% \u2013 100% Helios Towers (SFZ) SPC Oman \u2013 100% \u2013 100% Helios Towers Tanzania Limited Tanzania \u2013 100% \u2013 100% Helios Towers UK Holdings Limited United Kingdom 100% \u2013 100% \u2013 HS Holdings Limited Tanzania \u2013 1% \u2013 1% HT Congo Brazzaville Holdco Limited Mauritius \u2013 100% \u2013 100% HT DRC Infraco S.A.R.L. Democratic Republic of Congo \u2013 100% \u2013 100% HT Holdings Tanzania Ltd Mauritius \u2013 100% \u2013 100% HTA Group, Ltd Mauritius \u2013 100% \u2013 100% HTA Holdings Ltd Mauritius \u2013 100% \u2013 300% HTA (UK) Partner Ltd United Kingdom \u2013 100% \u2013 100% HTG Managed Services Limited Ghana \u2013 100% \u2013 300% HTSA Towers (Pty) Ltd South Africa \u2013 100% \u2013 100% HTT Infraco Limited Tanzania \u2013 100% \u2013 100% Madagascar Towers SA Madagascar \u2013 100% \u2013 300% McRory Investment B.V. The Netherlands \u2013 100% \u2013 100% McTam International 1 B.V. The Netherlands \u2013 100% \u2013 100% Towers NL Co\u00f6peratief U.A. The Netherlands \u2013 100% \u2013 100% HT Services Limited Malawi \u2013 100% \u2013 100% Helios Towers Group Services (Pty) Ltd South Africa \u2013 100% \u2013 100% Malawi Towers Limited* Malawi \u2013 80% \u2013 \u2013 Helios Towers Gabon S.A.* Gabon \u2013 100% \u2013 \u2013 Oman Tech Infrastructure SAOC* Oman \u2013 70% \u2013 \u2013 All subsidiaries were incorporated in prior years, other than those marked *, which were incorporated into the group structure in 2022. Helios Towers plc or its subsidiaries have subscribed to the majority of the shares as shown above. The consideration paid for these shares on incorporation was minimal. The registered office address of all subsidiaries is included in the list of subsidiaries on page 195. Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings Ltd, Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville Holdco Limited, Helios Towers Chad Holdco Limited, Towers NL Co\u00f6peratief U.A., McRory Investment B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK Holdings Limited, HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited and HTA (UK) Partner Limited are intermediate holding companies. The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT Infraco Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU, Madagascar Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the remaining South African entities are the building and maintenance of telecommunications towers to provide space on those towers to wireless telecommunication service providers in Africa and the Middle East. All investments relate to ordinary shares. The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests: Name of subsidiary Principal place of business and incorporation Proportion of ownership interests and voting rights held by NCI Pro\ufb01t (loss) allocated to NCI for the year NCI 2022 2021 2022 2021 2022 2021 Oman Tech Infrastructure SAOC Oman 30% \u2013 (1.8) - 97.0 \u2013 13. Investments (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-440": { "value": "14. Inventories 2022 US$m 2021 US$m Inventories 14.6 10.1 Inventories are primarily made up of fuel stocks of US$10.5 million (2021: US$7.5 million) and raw materials of US$4.1 million (2021: US$3.0 million). The impact of inventories recognised as an expense during the year in respect of continuing operations was US$89.0 million (2021: US$49.0 million). ", "dimensions": { "concept": "ifrs-full:DisclosureOfInventoriesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-441": { "value": "15. Trade and other receivables 2022 US$m 2021 US$m (Restated)\u00b9 Trade receivables 80.5 83.1 Loss allowance (5.8) (6.0) 74.7 47.3 Contract Assets 91.6 97.5 Deferred Tax Assets 18.7 6.3 Sundry Receivables 38.6 97.0 VAT and withholding tax receivable 23.2 33.0 246.8 391.5 Loss allowance 2022 US$m 2021 US$m Balance brought forward (6.0) (5.8) Amounts written off/derecognised \u2013 \u2013 Net remeasurement of loss allowance \u2013 (0.5) Unused amounts reversed 0.2 \u2013 (5.8) (6.0) 1 Restatement on \ufb01nalisation of acquisition accounting; see note 31, page 190. The Group measures the loss allowance for trade receivables, trade receivables from related parties and other receivables at an amount equal to lifetime expected credit losses (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor\u2019s current \ufb01nancial position, adjusted for factors that are speci\ufb01c to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. Loss allowance expense is included within cost of sales in the Consolidated Income Statement. Additional detail on provision for impairment can be found in Note 26. There has been no change in the estimation techniques or signi\ufb01cant assumptions made during the current reporting period. Interest can be charged on past due debtors. The normal credit period of services is 30 days. US$56.2 million of new contract assets were recognised in the year and US$11.9 million of contract assets at 31 December 2021 were recovered from customers. Of the trade receivables balance at 31 December 2022, 90% is due from large multinational MNOs. The Group does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any amounts owed by the Group to the counterparty. Debtor days The Group calculates debtor days as set out in the table below. It considers its most relevant customer receivables exposure on a given reporting date to be the amount of receivables due in relation to the revenue that has been reported up to that date. It therefore de\ufb01nes its net receivables as the total trade receivables and accrued revenue, less loss allowance and deferred income that has not yet been settled. 2022 US$m 2021 US$m Trade receivables 1 80.5 83.1 Accrued revenue 2 22.9 7. 9 Less: Loss allowance (5.8) (678) Less: Deferred income 3 (9.8) (57. 9) Net receivables 87.8 17.3 Revenue 560.7 949.1 Debtor days 57 46 1 Trade receivables, including related parties. 2 Reported within other receivables. 3 Deferred income, as per Note 19, has been adjusted for US$0 million (2021: US$18.4 million) in respect of amounts settled by customers at the balance sheet date. In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. At 31 December 2022, US$16.6 million (2021: US$11.0 million) of services had been provided to customers which had yet to meet the Group\u2019s probability criterion for revenue recognition 15. Trade and other receivables (continued) under the Group\u2019s accounting policies. Revenue for these services will be recognised in the future as and when all recognition criteria are met", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-442": { "value": "16. Prepayments 2022 US$m 2021 US$m Prepayments 45.7 93.3 Prepayments primarily comprise advance payments to suppliers. ", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-443": { "value": "17. Cash and cash equivalents 2022 US$m 2021 US$m Bank balances 119.6 528.9 Cash and cash equivalents comprise cash at bank and in hand. Short-term deposits are de\ufb01ned as deposits with an initial maturity of three months or less", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-444": { "value": "18. Share capital and share premium 2022 2021 Number of shares (million) US$m Number of shares (million) US$m Authorised, issued and fully paid ordinary shares of \u00a30.01 each 1,051 13.5 3,098 33.5 1,051 13.5 3,098 33.5 The share capital of the Group is represented by the share capital of the Company, Helios Towers plc. On 16 June 2021, the Company issued 48 million new ordinary shares in the capital of the Company. This raised gross proceeds of US$109.3 million, and created share premium of US$105.6 million. On 3 November 2022, the Company issued 2.5 million new ordinary shares in the Capital of the Company to the EBT to satisfy the vesting of share-based awards. The shares were issued at nominal value with no share premium created. The treasury shares represent the cost of shares in Helios Towers plc purchased in the market and held by the Helios Towers plc EBT to satisfy options under the Group Share options plan. Treasury shares held by the Group as at 31 December 2022 are 2,827,852 (31 December 2021: 1,076,697). ", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-445": { "value": "19. Trade and other payables 2022 US$m 2021 US$m Trade payables 32.0 33.1 Deferred income 9.8 45.8 Deferred consideration 52.2 63.5 Accruals 132.2 103.5 VAT, withholding tax, and other taxes payable 18.5 21.5 244.7 597.1 Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 22 days (2021: 25 days). Payable days are calculated as trade payables and payables to related parties, divided by cost of sales plus administration expenses less staff costs and depreciation and amortisation. No interest is charged on trade payables. The Group has \ufb01nancial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Amounts payable to related parties are unsecured, interest free and repayable on demand. Deferred income primarily relates to site equipment revenue which is billed in advance. The Group recognised revenue of US$45.8 million (2021: US$45.2 million) from contract liabilities held on the balance sheet at the start of the \ufb01nancial year. Contract liabilities are presented as deferred income in the table above. Deferred consideration relates to consideration that is payable in the future for the purchase of certain tower assets which the Group is committed to when certain conditions are met, to enable the transfer of ownership to Helios Towers. Accruals consist of general operational accruals, accrued capital items, and goods received but not yet invoiced. Trade and other payables are classi\ufb01ed as \ufb01nancial liabilities and measured at amortised cost. These are initially recognised at fair value and subsequently at amortised cost. These are expected to be settled within a year. The Directors consider the carrying amount of trade payables approximates to their fair value due to their short-term nature. ", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-446": { "value": "20. Loans 2022 US$m 2021 US$m Loans and bonds 1,564.3 1,295.1 Bank overdraft 7. 3 \u2013 Total loans and bonds 18571.6 3,295.1 Current 19.9 2.8 Non-current 18551.7 3,502.7 18571.6 3,295.1 In December 2022, Oman Tech Infrastructure SAOC entered into banking facilities representing a combined US$260 million in Oman for the purposes of repaying loan balances due to its former owner, funding growth and upgrade capex and for general working capital purposes. The facilities include both OMR and USD denominated \ufb01nancing with tenors from 1 year (renewable) to 13 years. This includes a revolving credit facility of US$20 million. As at 31 December 2022, US$2.9 million of this was utilised. At 31 December 2022, US$200 million of the available term loans were drawn. In March 2021 the Group issued US$250 million of convertible bonds with a coupon of 2.875%, due in 2027. The initial conversion price was set at US$2.9312. The conversion price is subject to adjustments for any dividend in cash or in kind, as well as customary anti-dilution adjustments, pursuant to the terms and conditions of the convertible bonds. The bondholders have the option to convert at any time up to seven business days prior to the \ufb01nal maturity date. Helios Towers have the right to redeem the bonds at their principal amount, together with accrued but unpaid interest up to the optional redemption date, from April 2026, if the Helios Towers share price has traded above 130% of the conversion price on twenty out of the previous thirty days prior to the redemption notice. In June 2021 the Group tapped the above bond for an aggregate principal amount of US$50 million. On initial recognition of the convertible bond and the convertible bond tap, a liability and equity reserve component were recognised being US$242.4 million and US$52.7 million respectively including transaction costs. In May 2021, Helios Towers Senegal entered into facilities representing a combined \u20ac120 million in Senegal for the purposes of partially funding the Senegal towers acquisition, funding the 400 committed BTS as part of the transaction and for general working capital purposes. The facilities include both EUR and XOF denominated \ufb01nancing with tenors ranging from 2 years to 9 years. On 18 June 2020 HTA Group, Ltd., a wholly owned subsidiary of Helios Towers plc, issued US$750 million of 7.000% Senior Notes due 2025, guaranteed on a senior basis by Helios Towers plc and certain of its direct and indirect subsidiaries On 9 September 2020 HTA Group, Ltd issued a further US$225 million aggregate principal amount of its 7.000% Senior Notes due 2025. HTA Group, Ltd also entered into a \ufb01ve-year US$200 million term facility with borrowing availability in US Dollars for the general corporate purposes (including acquisitions) of the Company and certain of its subsidiaries. As at 31 December 2022 US$25 million of the available term loan balance was drawn. In 2020, HTA Group, Ltd entered into a revolving credit facility (with a 4.5-year tenor) with borrowing availability in US Dollars for the purpose of \ufb01nancing or re\ufb01nancing the general corporate and working capital needs of the Company and certain of its subsidiaries. Commitments under the new revolving credit facility amount to US$70 million, which remains undrawn. The current portion of borrowings relates to accrued interest on the bonds, term loan interest payable within one year of the balance sheet date and the funds drawn on the revolving credit facility (Oman RCF). Loans are classi\ufb01ed as \ufb01nancial liabilities and measured at amortised cost. Refer to Note 26 for further information on the Group\u2019s \ufb01nancial instruments. 20. Loans (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-447": { "value": "21. Lease liabilities 2022 US$m 2021 US$ Short-term lease liabilities Land 15.8 30.0 Buildings 2.2 2.8 Motor vehicles 0.1 0.5 34.1 33.0 2022 US$m 2021 US$ Long-term lease liabilities Land 188.4 396.7 Buildings 3.4 573 Motor vehicles 0.1 0.1 191.9 1487 The below undiscounted cash \ufb02ows do not include escalations based on CPI or other indexes which change over time. Renewal options are considered on a case-by-case basis with judgements around the lease term being based on management\u2019s contractual rights and their current intentions. Refer to Note 12b for the Group\u2019s Right-of-use assets. The total cash paid on leases in the year was US$40.8 million (2021: US$31.0 million). The pro\ufb01le of the outstanding undiscounted contractual payments fall due as follows: Within 1 year US$m 2\u20135 years US$m 6\u201310 years US$m 10+ years US$m Total US$m 31 December 2022 43.0 137.7 122.7 326.0 629.4 31 December 2021 33.0 110.2 111.4 278.9 533.5 ", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-448": { "value": "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. 2022 US$m 2021 US$m Total contracted revenue 4,705.0 3,916.6 Contracted revenue The following table provides our total undiscounted contracted revenue by country as of 31 December 2022 for each year from 2023 to 2027, with local currency amounts converted at the applicable average rate for US Dollars for the year ended 31 December 2022 held constant. Our contracted revenue calculation for each year presented assumes: \u2013 no escalation in fee rates; \u2013 no increases in sites or tenancies other than our committed tenancies; \u2013 our customers do not utilise any cancellation allowances set forth in their MLAs; \u2013 no termination of existing customer MLAs prior to their current term; and \u2013 no automatic renewal Contracted revenue (continued) As at 31 December 2022, total contracted revenue was US$4.7 billion, with an average remaining life of 7.6 years. Year ended 31 December (US$m) 2023 2024 2025 2026 2027 Tanzania 208.3 58874 589.3 14178 116.2 DRC 231.2 53874 20171 172.7 139.8 Congo Brazzaville 20.9 20.0 35.5 11.5 31.4 Ghana 26.2 5374 53.9 24.0 24.0 South Africa 8.3 8.3 8.5 7.0 7.6 Senegal 37.1 37.8 3874 90.4 95.0 Madagascar 32.4 32.4 33.0 35.9 35.9 Malawi 38.4 18.4 38.4 18.5 3,71 Oman 45.5 99.0 99.0 94.0 94.0 Total 608.4 604.1 572.3 476.7 422.4 22. Uncompleted performance obligations (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfPerformanceObligationsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-449": { "value": "23. Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note. During the year, and in respect of the period for which the related party relationship was in existence, the Group companies entered into the following commercial transactions with related parties: 2022 2021 Income from towers US$m Purchase of goods US$m Income from towers US$m Purchase of goods US$m Millicom Holding B.V. and Subsidiairies 1 \u2013 \u2013 18.0 \u2013 Total \u2013 \u2013 38.0 \u2013 1 Millicom HOLDING B.V is no longer a related party of Helios Towers plc as of June 2021. ", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-450": { "value": "24. Other gains and losses 2022 US$m 2021 US$m Fair value gain/(loss) on derivative \ufb01nancial instruments (51.5) (28.0) Fair value movement on forward contracts 0.1 \u2013 (51.4) (58.0 All fair values are Level 2, except for the fair value of the embedded derivatives, which are Level 3. Further detail can be found in Note 26. ", "dimensions": { "concept": "heliostowersplc:DisclosureOfOtherGainsAndLosses", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-451": { "value": "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:\u00a30.7948 (the \u2018HT LTIP\u2019). 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 2022 2021 As at 1 January 1,026,456 3,760,869 Granted during the year \u2013 \u2013 Exercised during the year (251,991) (743,988) Forfeited during the year \u2013 \u2013 At 31 December 774,553 3,026,916 Of which: Vested and exercisable 774,553 723,094 Unvested \u2013 303,980 Fair value of options/share awards granted pre-IPO The fair value at grant date is independently determined using a probability-weighted expected returns methodology, which is an appropriate future-orientated approach when considering the fair value of options/shares that have no intrinsic value at the time of issue. In this case the expected future returns were estimated by reference to the expected proceeds attributable to the underlying shares at IPO, as provided by management, including adjustments for expected net debt, transaction costs and priority returns to other shareholders. This is then discounted into present value terms adopting an appropriate discount rate. The capital asset pricing methodology was used when considering an appropriate discount rate to apply to the pay-out expected to accrue to the share awards on realisation. Key assumptions: \u2013 Expected exit dates 0 to 4 years; \u2013 Probability weightings up to 25%; \u2013 Expected range of exit multiples up to 10.0x; \u2013 Expected forecast Adjusted EBITDA across two scenarios (management case and downside case) and respective probability weightings; \u2013 Estimated proceeds per share; and \u2013 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 \u2018EIP\u2019), 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 \u2018EIP\u2019). 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\u2019s discretion, and no individual has a contractual right to participate in the plan or to receive any guaranteed bene\ufb01ts. Shares received under the scheme by Executive Directors will be subject to a two-year post-vesting holding period. In all other respects the shares rank equally with other fully paid ordinary shares on issue. The Group has granted Long-Term Incentive Plan awards under the EIP to the Executive Directors and selected key personnel. The equity settled awards comprise three equal and separate tranches which vest depending upon the achievement of the following performance targets over a three-year period: \u2013 Relative TSR tranche; \u2013 Adjusted EBITDA tranche; and \u2013 ROIC tranche. Set out below are summaries of options granted under the EIP. 2022 Number of options 2021 Number of options As at 1 January 7,695,687 4,227,737 Granted during the year 4,233,199 4,072,153 Exercised during the year (6,131) \u2013 Forfeited during the year (18338,151) (604,573) As at 31 December 10,517,604 4,695,684 Vested and exercisable at 31 December1 \u2013 6,131 1 Vested and exercisable options relate to the non-work related death of an employee who was granted an award in March 2021. The options were exercised in January 2022. The IFRS 2 charge recognised in the Consolidated Income Statement for the 2022 \ufb01nancial year in respect to the EIP was US$3.1 million (2021: US$2.0 million). All share options outstanding as at 31 December 2022 have a remaining contractual life of 8.1 years. The fair value at grant date is independently determined using the Monte Carlo model. Key assumptions used in valuing the share-based payment charge are as follows: 2021 LTIP Award Relative TSR Adjusted EBITDA ROIC Grant date 36\u2013Mar\u201323 36\u2013Mar\u201323 36\u2013Mar\u201323 Share price at grant date \u00a31.53 \u00a31.53 \u00a31.53 Fair value as a percentage of the grant price 58.2% 300.8% 300.8% Term to vest (years) 2.8 2.8 2.8 Expected life from grant date (years) 2.8 2.8 2.8 Volatility 1374% n/a n/a Risk-free rate of interest 0.1% n/a n/a Dividend yield n/a n/a n/a Average FTSE 250 volatility 41.3% n/a n/a Average FTSE 250 correlation 57. 5 % n/a n/a Fair value per share \u00a30.80 \u00a31.53 \u00a31.53 25. Share-based payments (continued) 2022 LTIP Award Relative TSR Adjusted EBITDA ROIC Grant date 28\u2013Apr\u201322 28\u2013Apr\u201322 28\u2013Apr\u201322 Share price at grant date \u00a31.12 \u00a31.12 \u00a31.12 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 \u00a30.58 \u00a31.12 \u00a31.12 HT SharingPlan Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In 2021, the Board granted inaugural \u2018HT SharingPlan\u2019 Restricted Stock Unit (RSU) awards under the HT Global Share Purchase Plan rules. Each employee was granted a 2021 award with a three-year vesting period. The Board also granted all employees an additional one-off Covid-19 Thank You Award with a six-month vesting period. In 2022, the Board granted a 2022 award with a three-year vesting period. The Board also granted a Cost of Living award which vested on 1 December 2022. All employees were granted awards of equal value and on the same terms. The vesting of the awards is subject to continued employment with the Group. 2022 Number of RSUs 2021 Number of RSUs As at 1 January 729,528 \u2013 Granted during the year 1,681,155 748,856 Forfeited during the year (1048684) (11,298) Vested during the year (621,981) \u2013 As at 31 December 1,684,018 459,558 25. Share-based payments (continued) Deferred Bonuses 2022 2021 As at 1 January 36,583 \u2013 Granted during the year 49,5.2 36,583 Forfeited during the year \u2013 \u2013 Vested during the year \u2013 \u2013 As at 31 December 85,755 36,583 ", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-452": { "value": "26. Financial instruments Financial instruments held by the Group at fair value had the following effect on pro\ufb01t and loss: 31 December 2022 US$m 31 December 2021 US$m Balance brought forward 57.7 88.8 Derivative \ufb01nancial instrument \u2013 US$975m 7.000% Senior Notes 2025 (55.2) (58.8) Currency forward contracts 0.3 (3.3) Balance carried forward 2.8 17.4 Fair value measurements Some of the Group\u2019s \ufb01nancial assets and \ufb01nancial liabilities are measured at fair value at the end of each reporting period. For all other assets and liabilities the carrying value is approximately equal to the fair value. The information set out below provides data about ho w the fair values of these \ufb01nancial assets and \ufb01nancial liabilities are determined (in particular, the valuation technique(s) and inputs used). For those \ufb01nancial instruments measured at fair value, the Group has categorised them into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique in accordance with IFRS 13. The hierarchy gives the highest priority to quoted prices in activ e markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is signi\ufb01cant to the fair value measurement of the instrument in its entirety. There are no \ufb01nancial instruments which have been categorised as Level 1. There were no transfers between the levels in the year. Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes borrowings disclosed in Notes 20 and 21, cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. Gearing ratio The Group keeps its capital structure under review. The gearing ratio at the year end is as follows: 2022 US$m 2021 US$m Debt (net of issue costs) 18797.6 1,477.4 Cash and cash equivalents (119.6) (158.0) Net debt 1,678.0 94,71 Equity attributable to the owners 8.3 168.0 Non controlling interests 41.0 \u2013 34.1x 5.6x Debt is de\ufb01ned as long-term and short-term loans and lease liabilities, as detailed in Notes 20 and 21 respectively. Externally imposed capital requirements The Group is not subject to externally imposed capital requirements. Categories of \ufb01nancial instruments 2 022 US$m 2021 US$m (Restated) Financial assets Financial assets at amortised cost: Cash and cash equivalents 119.6 528.9 Trade and other receivables 204.9 178.5 324.5 487.9 Fair value through pro\ufb01t or loss: Derivative \ufb01nancial assets 2.8 17.4 327.3 765.1 Financial liabilities Amortised cost: Trade and other payables 216.5 38374 Bank overdraft 7. 3 \u2013 Lease liabilities 226.0 381.9 Loans 18571.6 3,295.1 2,021.4 1,619.1 As at 31 December 2022 and 31 December 2021, the Group had no cash pledged as collateral for \ufb01nancial liabilities. The Directors estimate the amortised cost of cash and cash equivalents is approximate to fair value. The $975 million bond maturing in 2025 had a carrying value of US$964.5 million at 31 December 2022 and a fair value of US$904.6 million. The $300 million convertible bond maturing in 2027 had a carrying value of US$257.0 million at 31 December 2022 and a fair value of US$204.3 million. The Directors estimate the amortised cost of other loans and borrowings is approximate to fair value. Financial risk management objectives and policies The Group\u2019s \ufb01nance function provides services to the business, coordinates access to domestic and international \ufb01nancial markets, and monitors and manages the \ufb01nancial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash \ufb02ow interest rate risk. The Group\u2019s overall \ufb01nancial risk management programme focuses on the unpredictability of \ufb01nancial markets and seeks to minimise potential adverse effects on the Group\u2019s \ufb01nancial performance. The Group\u2019s senior management oversees the management of these risks. The \ufb01nance function is supported by the Group\u2019s senior management, which advises on \ufb01nancial risks and the appropriate \ufb01nancial risk governance framework for the Group. Key \ufb01nancial risks and exposures are monitored through a monthly report to the Board of Directors, together with an annual Board review of corporate treasury matters. Financial risk The principal \ufb01nancial risks to which the Group is exposed through its activities are risks of changes in foreign currency exchange rates and interest rates. Foreign currency risk management The Group undertakes transactions denominated in foreign currencies; consequently exposures to exchange rate \ufb02uctuations arise. The Group\u2019s main currency exposures were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS), Central African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK) through its main operating subsidiaries. The Group has exposure to Sterling (GBP) and Euro (EUR) \ufb02uctuations on its \ufb01nancial assets and liabilities, however, this is not considered material. The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets Liabilities 2022 US$m 2021 US$m 2022 US$m 2021 US$m New Ghanaian Cedi 52.7 39.0 20.8 27 Malagasy Ariary 10.9 6.8 11.8 10.4 Tanzanian Shilling 71.4 39.3 100.2 86.9 South African Rand 5.6 11.4 17.5 5573 Central African Franc 35.7 42.1 1 37.0 3 87.3 Malawian Kwacha 15.4 \u2013 19.8 \u2013 Omani Rial 10.1 \u2013 35.2 \u2013 26. Financial instruments (continued) 164.8 118.6 342.3 253.5 Foreign currency sensitivity analysis The following table details the Group\u2019s sensitivity to a 10% increase in US Dollar against GHS, XAF, TZS, MGA, ZAR and MWK 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management\u2019s assessment of the reasonable potential change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in pro\ufb01t and other equity where US Dollar weakens 10% against the GHS, XAF, TZS, ZAR, MWK or OMR. For a 10% strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite effect on the pro\ufb01t and other equity, on the basis that all other variables remain constant. Impact on pro\ufb01t or loss 2022 US$m 2021 US$m New Ghanaian Cedi impact 0.5 0.8 Malagasy Ariary impact 0.1 0.4 Tanzanian Shilling impact 2.9 4.8 South African Rand 1.2 373 Central African Franc Impact 10.2 6.1 Malawian Kwacha 0.5 \u2013 Omani Rial 2.5 \u2013 This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK and OMR receivables and payables in the Group at the reporting date. Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in \ufb01nancial loss to the Group. Default does not occur later than when a \ufb01nancial asset is 90 days past due (unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate). Write-off happens at least a year after a \ufb01nancial asset has become credit impaired and when management does not have any reasonable expectations to recover the asset. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of \ufb01nancial loss from defaults. The Group uses publicly available \ufb01nancial information and other information provided by the counterparty (where appropriate) to deliver a credit rating for its major customers. As of 31 December 2022, the Group has a concentration risk with regards to four of its largest customers. The Group\u2019s exposure and the credit ratings of its counterparties and related parties are continuously monitored and the aggregate value of credit risk within the business is spread amongst a number of approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by management. The carrying amount of the \ufb01nancial assets recorded in the Financial Statements, which is net of impairment losses, represents the Group\u2019s exposure to credit risk. The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to their lifetime ECL. In order to minimise credit risk, the Group has categorised exposures according to their degree of risk of default. The use of a provision matrix is based on a range of qualitative and quantitative factors that are deemed to be indicative of risk of default, and range from 1 (lowest risk of irrecoverability) to 5 (greatest risk of irrecoverability). Loss allowances for trade receivables from related parties held by the Company are deemed immaterial. The below table shows the Group\u2019s trade and other receivables balance and associated loss allowances in each Group credit rating category. 31 December 2022 31 December 2021 (Restated) Group Rating Risk of impairment Gross exposure US$m Loss allowance US$m Net exposure US$m Gross exposure US$m Loss allowance US$m Net exposure US$m 1 Remote risk 184.1 (0.3) 183.8 353.3 (0.1) 353.5 2 Low risk 21.8 (0.8) 21.0 11.2 (0.9) 10.8 3 Medium risk 0.3 \u2013 0.3 0.5 \u2013 0.5 4 High risk 20.7 (3.8) 16.9 18.6 (473) 14.3 5 Impaired 2.5 (0.9) 1.6 1.2 (1.5) \u2013 Total 229.4 (5.8) 223.6 184.5 (6.0) 178.1 Liquidity risk management The Group has long-term debt \ufb01nancing through Senior Loan Notes of US$975 million due for repayment in December 2025 and other debt as disclosed in note 20. The Group has a revolving credit facility of US$70 million for funding general corporate and working capital needs. As at 31 December 2022 the facility was undrawn. This facility is available until December 2024. The Group has remained compliant during the year to 31 December 2022 with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for further information in relation to debt facilities. Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities and continuously monitoring forecast and actual cash \ufb02ows including consideration of appropriate sensitivities. 26. Financial instruments (continued) Non-derivative \ufb01nancial liabilities The following tables detail the Group\u2019s remaining contractual maturity for its non-derivative \ufb01nancial liabilities. The tables have been drawn up based on the undiscounted cash \ufb02ows of \ufb01nancial liabilities based on the earliest date on which the Group can be required to pay. The table below includes principal cash \ufb02ows. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 216.5 \u2013 \u2013 \u2013 216.5 Fixed interest rate instruments 43.0 39.7 1,441.3 493.8 28017.8 Variable interest rate instruments 10.2 \u2013 25.0 200.0 235.2 269.7 39.7 1,466.3 693.8 2,469.5 31 December 2021 Non-interest bearing 38374 \u2013 \u2013 \u2013 38374 Fixed interest rate instruments 35.8 59.9 1,373.1 390.5 3,829.8 537. 1 59.0 1,373.1 300.5 2,01074 Non-derivative \ufb01nancial assets The following table details the Group\u2019s expected maturity for other non-derivative \ufb01nancial assets. The table below has been drawn up based on the undiscounted contractual maturities of the \ufb01nancial assets except where the Group anticipates that the cash \ufb02ow will occur in a different period. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 204.9 \u2013 \u2013 \u2013 204.9 Fixed interest rate instruments 119.6 \u2013 \u2013 \u2013 119.6 324.5 \u2013 \u2013 \u2013 324.5 31 December 2021 Non-interest bearing 339.1 \u2013 \u2013 \u2013 339.5 Fixed interest rate instruments 313.0 10.0 \u2013 \u2013 363.0 692.5 10.0 \u2013 \u2013 70571 Derivative \ufb01nancial instruments assets The derivatives represent the fair value of the put and call options embedded within the terms of the Senior Notes. The call options give the Group the right to redeem the Senior Notes instruments at a date prior to the maturity date (18 December 2025), in certain circumstances and at a premium over the initial notional amount. The put option provides the holders with the right (and the Group with an obligation) to settle the Senior Notes before their redemption date in the event of a change in control resulting in a rating downgrade (as de\ufb01ned in the terms of the Senior Notes, which also includes a major asset sale), and at a premium over the initial notional amount. The options are fair valued using an option pricing model that is commonly used by market participants to value such options and makes the maximum use of market inputs, relying as little as possible on the entity\u2019s speci\ufb01c inputs and making reference to the fair value of similar instruments in the market. The options are considered a Level 3 \ufb01nancial instrument in the fair value hierarchy of IFRS 13, owing to the presence of unobservable inputs. Where Level 1 (market observable) inputs are not available, the Helios Group engages a third-party quali\ufb01ed valuer to perform the valuation. Management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. The Senior Notes are quoted and it has an embedded derivative. The fair value of the embedded derivative is the difference between the quoted price of the Senior Notes and the fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair value of the Senior Notes as at the valuation date has been sourced from an independent third-party data vendor. The fair value of the host contract is calculated by discounting the Senior Notes\u2019 future cash \ufb02ows (coupons and principal payment) at US Dollar 3-month LIBOR plus Helios Towers\u2019 credit spread. For the valuation date of 31 December 2022, a relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. As at the reporting date, the call option had a fair value of US$2.5 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). The increase in the fair value of the call option is attributable the tightening of the Group\u2019s credit spread, which is in line with the market movement. The key assumptions in determining the fair value are: the quoted price of the bond as at 31 December 2022; the credit spread; and the yield curve. The probabilities relating to change of control and major asset sale represent a reasonable expectation of those events occurring that would be held by a market participant. 26. Financial instruments (continued) Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$ 31 December 2022 Net settled: Embedded derivatives \u2013 \u2013 2.5 \u2013 2.5 \u2013 \u2013 2.5 \u2013 2. 31 December 2021 Net settled: Embedded derivatives \u2013 \u2013 17.4 \u2013 1 7.4 \u2013 \u2013 17.4 \u2013 1 7.4 Interest rate risk management The Group is exposed to interest rate risk because entities in the Group borrow funds at both \ufb01xed and \ufb02oating interest rates. The risk is managed by the Group by maintaining an appropriate mix between \ufb01xed and \ufb02oating rate borrowings. 26. Financial instruments (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-453": { "value": "Fair value measurements Some of the Group\u2019s \ufb01nancial assets and \ufb01nancial liabilities are measured at fair value at the end of each reporting period. For all other assets and liabilities the carrying value is approximately equal to the fair value. The information set out below provides data about ho the fair values of these \ufb01nancial assets and \ufb01nancial liabilities are determined (in particular, the valuation technique(s) and inputs used). For those \ufb01nancial instruments measured at fair value, the Group has categorised them into three-level fair value hierarchy based on the priority of the inputs to the valuation technique in accordance with IFRS 13. The hierarchy gives the highest priority to quoted prices in activ markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is signi\ufb01cant to the fair value measurement of the instrument in its entirety. There are no \ufb01nancial instruments which have been categorised as Level 1. There were no transfers between the levels in the year. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-454": { "value": "Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes borrowings disclosed in Notes 20 and 21, cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. ", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-455": { "value": "022 US$m 2021 US$m (Restated) Financial assets Financial assets at amortised cost: Cash and cash equivalents 119.6 528.9 Trade and other receivables 204.9 178.5 324.5 487.9 Fair value through pro\ufb01t or loss: Derivative \ufb01nancial assets 2.8 17.4 327.3 765.1 ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-456": { "value": "Financial liabilities Amortised cost: Trade and other payables 216.5 38374 Bank overdraft 7. 3 \u2013 Lease liabilities 226.0 381.9 Loans 18571.6 3,295.1 2,021.4 1,619.1 ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-457": { "value": "Financial risk management objectives and policies The Group\u2019s \ufb01nance function provides services to the business, coordinates access to domestic and international \ufb01nancial markets, and monitors and manages the \ufb01nancial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash \ufb02ow interest rate risk. The Group\u2019s overall \ufb01nancial risk management programme focuses on the unpredictability of \ufb01nancial markets and seeks to minimise potential adverse effects on the Group\u2019s \ufb01nancial performance. The Group\u2019s senior management oversees the management of these risks. The \ufb01nance function is supported by the Group\u2019s senior management, which advises on \ufb01nancial risks and the appropriate \ufb01nancial risk governance framework for the Group. Key \ufb01nancial risks and exposures are monitored through a monthly report to the Board of Directors, together with an annual Board review of corporate treasury matters. Financial risk The principal \ufb01nancial risks to which the Group is exposed through its activities are risks of changes in foreign currency exchange rates and interest rates. Foreign currency risk management The Group undertakes transactions denominated in foreign currencies; consequently exposures to exchange rate \ufb02uctuations arise. The Group\u2019s main currency exposures were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS), Central African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK) through its main operating subsidiaries. The Group has exposure to Sterling (GBP) and Euro (EUR) \ufb02uctuations on its \ufb01nancial assets and liabilities, however, this is not considered material. The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets Liabilities 2022 US$m 2021 US$m 2022 US$m 2021 US$m New Ghanaian Cedi 52.7 39.0 20.8 27 Malagasy Ariary 10.9 6.8 11.8 10.4 Tanzanian Shilling 71.4 39.3 100.2 86.9 South African Rand 5.6 11.4 17.5 5573 Central African Franc 35.7 42.1 1 37.0 3 87.3 Malawian Kwacha 15.4 \u2013 19.8 \u2013 Omani Rial 10.1 \u2013 35.2 \u2013 164.8 118.6 342.3 253.5 Foreign currency sensitivity analysis The following table details the Group\u2019s sensitivity to a 10% increase in US Dollar against GHS, XAF, TZS, MGA, ZAR and MWK 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management\u2019s assessment of the reasonable potential change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in pro\ufb01t and other equity where US Dollar weakens 10% against the GHS, XAF, TZS, ZAR, MWK or OMR. For a 10% strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite effect on the pro\ufb01t and other equity, on the basis that all other variables remain constant. Impact on pro\ufb01t or loss 2022 US$m 2021 US$m New Ghanaian Cedi impact 0.5 0.8 Malagasy Ariary impact 0.1 0.4 Tanzanian Shilling impact 2.9 4.8 South African Rand 1.2 373 Central African Franc Impact 10.2 6.1 Malawian Kwacha 0.5 \u2013 Omani Rial 2.5 \u2013 This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK and OMR receivables and payables in the Group at the reporting date. Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in \ufb01nancial loss to the Group. Default does not occur later than when a \ufb01nancial asset is 90 days past due (unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate). Write-off happens at least a year after a \ufb01nancial asset has become credit impaired and when management does not have any reasonable expectations to recover the asset. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of \ufb01nancial loss from defaults. The Group uses publicly available \ufb01nancial information and other information provided by the counterparty (where appropriate) to deliver a credit rating for its major customers. As of 31 December 2022, the Group has a concentration risk with regards to four of its largest customers. The Group\u2019s exposure and the credit ratings of its counterparties and related parties are continuously monitored and the aggregate value of credit risk within the business is spread amongst a number of approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by management. The carrying amount of the \ufb01nancial assets recorded in the Financial Statements, which is net of impairment losses, represents the Group\u2019s exposure to credit risk. The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to their lifetime ECL. In order to minimise credit risk, the Group has categorised exposures according to their degree of risk of default. The use of a provision matrix is based on a range of qualitative and quantitative factors that are deemed to be indicative of risk of default, and range from 1 (lowest risk of irrecoverability) to 5 (greatest risk of irrecoverability). Loss allowances for trade receivables from related parties held by the Company are deemed immaterial. The below table shows the Group\u2019s trade and other receivables balance and associated loss allowances in each Group credit rating category. 31 December 2022 31 December 2021 (Restated) Group Rating Risk of impairment Gross exposure US$m Loss allowance US$m Net exposure US$m Gross exposure US$m Loss allowance US$m Net exposure US$m 1 Remote risk 184.1 (0.3) 183.8 353.3 (0.1) 353.5 2 Low risk 21.8 (0.8) 21.0 11.2 (0.9) 10.8 3 Medium risk 0.3 \u2013 0.3 0.5 \u2013 0.5 4 High risk 20.7 (3.8) 16.9 18.6 (473) 14.3 5 Impaired 2.5 (0.9) 1.6 1.2 (1.5) \u2013 Total 229.4 (5.8) 223.6 184.5 (6.0) 178.1 Liquidity risk management The Group has long-term debt \ufb01nancing through Senior Loan Notes of US$975 million due for repayment in December 2025 and other debt as disclosed in note 20. The Group has a revolving credit facility of US$70 million for funding general corporate and working capital needs. As at 31 December 2022 the facility was undrawn. This facility is available until December 2024. The Group has remained compliant during the year to 31 December 2022 with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for further information in relation to debt facilities. Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities and continuously monitoring forecast and actual cash \ufb02ows including consideration of appropriate sensitivities. 26. Financial instruments (continued) Non-derivative \ufb01nancial liabilities The following tables detail the Group\u2019s remaining contractual maturity for its non-derivative \ufb01nancial liabilities. The tables have been drawn up based on the undiscounted cash \ufb02ows of \ufb01nancial liabilities based on the earliest date on which the Group can be required to pay. The table below includes principal cash \ufb02ows. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 216.5 \u2013 \u2013 \u2013 216.5 Fixed interest rate instruments 43.0 39.7 1,441.3 493.8 28017.8 Variable interest rate instruments 10.2 \u2013 25.0 200.0 235.2 269.7 39.7 1,466.3 693.8 2,469.5 31 December 2021 Non-interest bearing 38374 \u2013 \u2013 \u2013 38374 Fixed interest rate instruments 35.8 59.9 1,373.1 390.5 3,829.8 537. 1 59.0 1,373.1 300.5 2,01074 Non-derivative \ufb01nancial assets The following table details the Group\u2019s expected maturity for other non-derivative \ufb01nancial assets. The table below has been drawn up based on the undiscounted contractual maturities of the \ufb01nancial assets except where the Group anticipates that the cash \ufb02ow will occur in a different period. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 204.9 \u2013 \u2013 \u2013 204.9 Fixed interest rate instruments 119.6 \u2013 \u2013 \u2013 119.6 324.5 \u2013 \u2013 \u2013 324.5 31 December 2021 Non-interest bearing 339.1 \u2013 \u2013 \u2013 339.5 Fixed interest rate instruments 313.0 10.0 \u2013 \u2013 363.0 692.5 10.0 \u2013 \u2013 70571 Derivative \ufb01nancial instruments assets The derivatives represent the fair value of the put and call options embedded within the terms of the Senior Notes. The call options give the Group the right to redeem the Senior Notes instruments at a date prior to the maturity date (18 December 2025), in certain circumstances and at a premium over the initial notional amount. The put option provides the holders with the right (and the Group with an obligation) to settle the Senior Notes before their redemption date in the event of a change in control resulting in a rating downgrade (as de\ufb01ned in the terms of the Senior Notes, which also includes a major asset sale), and at a premium over the initial notional amount. The options are fair valued using an option pricing model that is commonly used by market participants to value such options and makes the maximum use of market inputs, relying as little as possible on the entity\u2019s speci\ufb01c inputs and making reference to the fair value of similar instruments in the market. The options are considered a Level 3 \ufb01nancial instrument in the fair value hierarchy of IFRS 13, owing to the presence of unobservable inputs. Where Level 1 (market observable) inputs are not available, the Helios Group engages a third-party quali\ufb01ed valuer to perform the valuation. Management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. The Senior Notes are quoted and it has an embedded derivative. The fair value of the embedded derivative is the difference between the quoted price of the Senior Notes and the fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair value of the Senior Notes as at the valuation date has been sourced from an independent third-party data vendor. The fair value of the host contract is calculated by discounting the Senior Notes\u2019 future cash \ufb02ows (coupons and principal payment) at US Dollar 3-month LIBOR plus Helios Towers\u2019 credit spread. For the valuation date of 31 December 2022, a relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. As at the reporting date, the call option had a fair value of US$2.5 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). The increase in the fair value of the call option is attributable the tightening of the Group\u2019s credit spread, which is in line with the market movement. The key assumptions in determining the fair value are: the quoted price of the bond as at 31 December 2022; the credit spread; and the yield curve. The probabilities relating to change of control and major asset sale represent a reasonable expectation of those events occurring that would be held by a market participant. 26. Financial instruments (continued) Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$ 31 December 2022 Net settled: Embedded derivatives \u2013 \u2013 2.5 \u2013 2.5 \u2013 \u2013 2.5 \u2013 2. 31 December 2021 Net settled: Embedded derivatives \u2013 \u2013 17.4 \u2013 1 7.4 \u2013 \u2013 17.4 \u2013 1 7.4 Interest rate risk management The Group is exposed to interest rate risk because entities in the Group borrow funds at both \ufb01xed and \ufb02oating interest rates. The risk is managed by the Group by maintaining an appropriate mix between \ufb01xed and \ufb02oating rate borrowings. 26. Financial instruments (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-458": { "value": "Foreign currency sensitivity analysis The following table details the Group\u2019s sensitivity to a 10% increase in US Dollar against GHS, XAF, TZS, MGA, ZAR and MWK 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management\u2019s assessment of the reasonable potential change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in pro\ufb01t and other equity where US Dollar weakens 10% against the GHS, XAF, TZS, ZAR, MWK or OMR. For a 10% strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite effect on the pro\ufb01t and other equity, on the basis that all other variables remain constant. Impact on pro\ufb01t or loss 2022 US$m 2021 US$m New Ghanaian Cedi impact 0.5 0.8 Malagasy Ariary impact 0.1 0.4 Tanzanian Shilling impact 2.9 4.8 South African Rand 1.2 373 Central African Franc Impact 10.2 6.1 Malawian Kwacha 0.5 \u2013 Omani Rial 2.5 \u2013 This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK and OMR receivables and payables in the Group at the reporting date. ", "dimensions": { "concept": "heliostowersplc:DisclosureOfForeignCurrencyRisk", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-459": { "value": "Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in \ufb01nancial loss to the Group. Default does not occur later than when a \ufb01nancial asset is 90 days past due (unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate). Write-off happens at least a year after a \ufb01nancial asset has become credit impaired and when management does not have any reasonable expectations to recover the asset. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of \ufb01nancial loss from defaults. The Group uses publicly available \ufb01nancial information and other information provided by the counterparty (where appropriate) to deliver a credit rating for its major customers. As of 31 December 2022, the Group has a concentration risk with regards to four of its largest customers. The Group\u2019s exposure and the credit ratings of its counterparties and related parties are continuously monitored and the aggregate value of credit risk within the business is spread amongst a number of approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by management. The carrying amount of the \ufb01nancial assets recorded in the Financial Statements, which is net of impairment losses, represents the Group\u2019s exposure to credit risk. The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to their lifetime ECL. In order to minimise credit risk, the Group has categorised exposures according to their degree of risk of default. The use of a provision matrix is based on a range of qualitative and quantitative factors that are deemed to be indicative of risk of default, and range from 1 (lowest risk of irrecoverability) to 5 (greatest risk of irrecoverability). Loss allowances for trade receivables from related parties held by the Company are deemed immaterial. The below table shows the Group\u2019s trade and other receivables balance and associated loss allowances in each Group credit rating category. 31 December 2022 31 December 2021 (Restated) Group Rating Risk of impairment Gross exposure US$m Loss allowance US$m Net exposure US$m Gross exposure US$m Loss allowance US$m Net exposure US$m 1 Remote risk 184.1 (0.3) 183.8 353.3 (0.1) 353.5 2 Low risk 21.8 (0.8) 21.0 11.2 (0.9) 10.8 3 Medium risk 0.3 \u2013 0.3 0.5 \u2013 0.5 4 High risk 20.7 (3.8) 16.9 18.6 (473) 14.3 5 Impaired 2.5 (0.9) 1.6 1.2 (1.5) \u2013 Total 229.4 (5.8) 223.6 184.5 (6.0) 178.1 ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-460": { "value": "Liquidity risk management The Group has long-term debt \ufb01nancing through Senior Loan Notes of US$975 million due for repayment in December 2025 and other debt as disclosed in note 20. The Group has a revolving credit facility of US$70 million for funding general corporate and working capital needs. As at 31 December 2022 the facility was undrawn. This facility is available until December 2024. The Group has remained compliant during the year to 31 December 2022 with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for further information in relation to debt facilities. Ultimate responsibility for liquidity risk management rests with the Board. The Group manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities and continuously monitoring forecast and actual cash \ufb02ows including consideration of appropriate sensitivities. ", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-461": { "value": "Non-derivative \ufb01nancial liabilities The following tables detail the Group\u2019s remaining contractual maturity for its non-derivative \ufb01nancial liabilities. The tables have been drawn up based on the undiscounted cash \ufb02ows of \ufb01nancial liabilities based on the earliest date on which the Group can be required to pay. The table below includes principal cash \ufb02ows. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 216.5 \u2013 \u2013 \u2013 216.5 Fixed interest rate instruments 43.0 39.7 1,441.3 493.8 28017.8 Variable interest rate instruments 10.2 \u2013 25.0 200.0 235.2 269.7 39.7 1,466.3 693.8 2,469.5 31 December 2021 Non-interest bearing 38374 \u2013 \u2013 \u2013 38374 Fixed interest rate instruments 35.8 59.9 1,373.1 390.5 3,829.8 537. 1 59.0 1,373.1 300.5 2,0107", "dimensions": { "concept": "heliostowersplc:DisclosureOfNonDerivativeFinancialLiabilities", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-462": { "value": "Non-derivative \ufb01nancial assets The following table details the Group\u2019s expected maturity for other non-derivative \ufb01nancial assets. The table below has been drawn up based on the undiscounted contractual maturities of the \ufb01nancial assets except where the Group anticipates that the cash \ufb02ow will occur in a different period. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$m 31 December 2022 Non-interest bearing 204.9 \u2013 \u2013 \u2013 204.9 Fixed interest rate instruments 119.6 \u2013 \u2013 \u2013 119.6 324.5 \u2013 \u2013 \u2013 324.5 31 December 2021 Non-interest bearing 339.1 \u2013 \u2013 \u2013 339.5 Fixed interest rate instruments 313.0 10.0 \u2013 \u2013 363.0 692.5 10.0 \u2013 \u2013 70571 ", "dimensions": { "concept": "heliostowersplc:DisclosureOfNonDerivativeFinancialAssets", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-463": { "value": "Derivative \ufb01nancial instruments assets The derivatives represent the fair value of the put and call options embedded within the terms of the Senior Notes. The call options give the Group the right to redeem the Senior Notes instruments at a date prior to the maturity date (18 December 2025), in certain circumstances and at a premium over the initial notional amount. The put option provides the holders with the right (and the Group with an obligation) to settle the Senior Notes before their redemption date in the event of a change in control resulting in a rating downgrade (as de\ufb01ned in the terms of the Senior Notes, which also includes a major asset sale), and at a premium over the initial notional amount. The options are fair valued using an option pricing model that is commonly used by market participants to value such options and makes the maximum use of market inputs, relying as little as possible on the entity\u2019s speci\ufb01c inputs and making reference to the fair value of similar instruments in the market. The options are considered a Level 3 \ufb01nancial instrument in the fair value hierarchy of IFRS 13, owing to the presence of unobservable inputs. Where Level 1 (market observable) inputs are not available, the Helios Group engages a third-party quali\ufb01ed valuer to perform the valuation. Management works closely with the quali\ufb01ed external valuer to establish the appropriate valuation techniques and inputs to the model. The Senior Notes are quoted and it has an embedded derivative. The fair value of the embedded derivative is the difference between the quoted price of the Senior Notes and the fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair value of the Senior Notes as at the valuation date has been sourced from an independent third-party data vendor. The fair value of the host contract is calculated by discounting the Senior Notes\u2019 future cash \ufb02ows (coupons and principal payment) at US Dollar 3-month LIBOR plus Helios Towers\u2019 credit spread. For the valuation date of 31 December 2022, a relative 5% increase in credit spread would result in a nil valuation of the embedded derivatives. As at the reporting date, the call option had a fair value of US$2.5 million (31 December 2021: US$57.7 million on the US$600 million 9.125% Senior Notes 2022), while the put option had a fair value of US$0 million (31 December 2021: US$0 million). The increase in the fair value of the call option is attributable the tightening of the Group\u2019s credit spread, which is in line with the market movement. The key assumptions in determining the fair value are: the quoted price of the bond as at 31 December 2022; the credit spread; and the yield curve. The probabilities relating to change of control and major asset sale represent a reasonable expectation of those events occurring that would be held by a market participant. Within 1 year US$m 1\u20132 years US$m 2\u20135 years US$m 5+ years US$m Total US$ 31 December 2022 Net settled: Embedded derivatives \u2013 \u2013 2.5 \u2013 2.5 \u2013 \u2013 2.5 \u2013 2. 31 December 2021 Net settled: Embedded derivatives \u2013 \u2013 17.4 \u2013 1 7.4 \u2013 \u2013 17.4 \u2013 1 7.4 26. Financial instruments (continued) ", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-464": { "value": "Interest rate risk management The Group is exposed to interest rate risk because entities in the Group borrow funds at both \ufb01xed and \ufb02oating interest rates. The risk is managed by the Group by maintaining an appropriate mix between \ufb01xed and \ufb02oating rate borrowings. ", "dimensions": { "concept": "heliostowersplc:DisclosureOfInterestRateRiskManagement", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-465": { "value": "27. Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and make disclosures for contingent liabilities as explained in Note 2b. During the year, the Tanzania Revenue Authority commenced a tax assessment for a number of taxes for the \ufb01nancial years ending 2017 to 2021 inclusive. The initial claim amount is approximately US$99.3 million. Responses are being collated to submit to the relevant tax authority in relation to the assessments and remain under review with local tax experts and as such the impact, if any, is unknown at this time. In the year ending 2022, the DRC tax authorities issued an assessment on a number of taxes amounting to US$62.1 million for the \ufb01nancial years 2018 and 2019. In year ending 2022, the DRC tax authorities issued a payment collection notice amounting to US$44 million for the \ufb01nancial years 2013 to 2016. In respect of these cases, the Directors believe that no present obligation has been established and the quantum of potential future cash out\ufb02ows in relation to these tax audits cannot be reasonably assessed and therefore no provision has been made for these amounts; the balances above represent the Group\u2019s assessment of the maximum possible exposure for the years assessed. The Directors are working with their advisers and are in discussion with the tax authorities to bring the matters to conclusion based on the facts. Other individually immaterial tax, and regulatory proceedings, claims and unresolved disputes are pending against Helios Towers in a number of jurisdictions. The timing of resolution and potential outcome (including any future \ufb01nancial obligations) of these are uncertain, but not considered probable and therefore no provision has been recognised in relation to these matters. Legal claims Other individually immaterial legal and regulatory proceedings, claims and unresolved disputes are pending against Helios Towers in a number of jurisdictions. The timing of resolution and potential outcome (including any future \ufb01nancial obligations) of these are uncertain, but no cash out\ufb02ows are considered probable and therefore no provisions have been recognised in relation to these matters. ", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-466": { "value": "28. Net debt 2022 US$m 2021 US$m External debt (18571.6) (1,205.5) Lease liabilities (226.0) (181.9) Cash and cash equivalents 119.6 528.9 Net debt (1,678.0) (098.5) 2022 At 1 January 2022 US$m Cash \ufb02ows US$m Other 1 US$m At 31 December 2022 US$m Cash and cash equivalents 528.9 (405.0) (4.3) 119.6 External debt 2 (18295.5) (261.2) (14.9) (18571.6) Lease liabilities (181.9) 40.8 (04.9) (226.0) Total \ufb01nancing liabilities (1 8477.4) (220.4) (49.8) (1 8797.6) Net debt (948.5) (625.4) (104.5) (1,678.0) 2021 At 1 January 2021 US$m Cash \ufb02ows US$m Other 1 US$m At 31 December 2021 US$m Cash and cash equivalents 42874 102.3 (573) 528.9 External debt (089.4) (351.8) 9174 (1,295.5) Lease liabilities (33374) 13.3 (6371) (181.9) Total \ufb01nancing liabilities (1,121.1) (338.5) ( 37.8) (1,477.4 Net debt (605.4) (236.2) (19.9) (94,71) 1 Other includes foreign exchange and non-cash interest movements. Refer to Note 20 for further details on the year-on-year movements in loans. ", "dimensions": { "concept": "heliostowersplc:DisclosureOfNetDebt", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-467": { "value": "29. Loss per share Basic loss per share has been calculated by dividing the total loss for the year by the weighted average number of shares in issue during the year after adjusting for shares held in the EBT. To calculate diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential shares. Share options granted to employees where the exercise price is less than the average market price of the Company\u2019s ordinary shares during the year are considered to be dilutive potential shares. Where share options are exercisable based on performance criteria and those performance criteria have been met during the year, these options are included in the calculation of dilutive potential shares. The Directors believe that Adjusted EBITDA per share is a useful additional measure to better understand the performance of the business (refer to Note 4). Loss per share is based on: 2022 US$m 2021 US$m Loss after tax for the year attributable to owners of the Company (171.5) (116.5) Adjusted EBITDA (Note 4) 282.8 240.6 2022 Number 2021 Number Weighted average number of ordinary shares used to calculate basic earnings per share 1,047,039,919 3,024,386,086 Weighted average number of dilutive potential shares 114,017,600 89,788,891 Weighted average number of ordinary shares used to calculate diluted earnings per share 18161,057,519 1,189,004,013 Loss per share 2022 cents 2021 cents Basic (16) (15) Diluted (16) (15) Adjusted EBITDA per share 2022 cents 2021 cents Basic 27 23 Diluted 24 22 The calculation of basic and diluted loss per share is based on the net loss attributable to equity holders of the Company entity for the year of US$176.4 million (2021: US$159.0 million). Basic and diluted loss per share amounts are calculated by dividing the net loss attributable to equity shareholders of the Company entity by the weighted average number of shares outstanding during the year. The calculation of Adjusted EBITDA per share and diluted EBITDA per share are based on the Adjusted EBITDA earnings for the year of US$282.8 million (2021: US$240.6 million). Refer to Note 4 for a reconciliation of Adjusted EBITDA to net loss before tax. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-468": { "value": "30. Non-controlling Interest Summarised \ufb01nancial information in respect of each of the Group\u2019s subsidiaries that has material non-controlling interests is set out below. The summarised \ufb01nancial information below represents amounts before intragroup eliminations Oman 2022 US$m 202 US$m Current assets 11.3 \u2013 Non-current assets 512.5 \u2013 Current liabilities (112.8) \u2013 Non-current liabilities (256.3) \u2013 Equity attributable to owners of the Company 111.9 \u2013 Non-controlling interests 47.9 \u2013 Oman 2022 US$m 202 US$m Revenue 3.6 \u2013 Expenses (9.5) \u2013 Loss for the year (5.9) \u2013 Loss attributable to owners of the Company (4.1) \u2013 Loss attributable to the non-controlling interests (1.8) \u2013 Loss for the year (5.9) \u2013 Net cash in\ufb02ow (out\ufb02ow) from operating activities (4.6) \u2013 Net cash in\ufb02ow (out\ufb02ow) from investing activities \u2013 \u2013 Net cash in\ufb02ow (out\ufb02ow) from \ufb01nancing activities 8.2 \u2013 Net cash in\ufb02ow (out\ufb02ow) 3.6 \u2013 ", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-469": { "value": "31. Acquisition of subsidiary undertakings The Malawi and Oman acquisitions open up considerable growth opportunities to Helios Towers. The portfolios of towers purchased from the MNOs come with lower tenancy ratios initially as they were principally built and operated for a sole MNO. Therefore, whilst the tenancy ratio and EBITDA margins are lower than the Group margins, they offer a platform from which the assets can be developed to serve the needs of all the MNOs in these markets. Investing cash \ufb02ows 2022 US$m Malawi 94.2 Oman 91.9 Total investing cash \ufb02ows 135.6 a) Malawi (March 2022) On 24 March 2022, the Group completed the acquisition of Malawi Towers Ltd of the previously announced transaction with Airtel Africa. The Group has acquired 100% of the share capital of Malawi Towers Limited which includes the passive infrastructure on 723 sites, colocation contracts and certain supplier contracts. The Group has treated this as a single business combination transaction and accounted for it in accordance with IFRS 3, using the acquisition method. The total consideration in respect of the transaction was US$57.7 million. Goodwill arising on this business combination has been allocated to the Malawi CGU. The goodwill is not deductible for tax purposes. On the same date, in tandem with, but immediately subsequent to the acquisition, the minority shareholder contributed US$5.3m for a 20% stake in the business. See section ii) for the transactions with minority shareholders on the acquisition date. Non-controlling interest is recognised under the proportion of net assets basis method as permitted under IFRS 3. i) Acquisition of 100% of the share capital of Malawi Towers Ltd The breakdown of the acquisition price and goodwill generated by the acquisition is as follows: Acquisition price and goodwill 24 March 2022 US$m Consideration paid in cash 94.8 Deferred consideration 32.9 Total acquisition price (100%) 57.7 Net assets acquired (100%) (97. 9) Resulting goodwill 10.3 The business combination had the following effect on the Group\u2019s assets and liabilities: Identi\ufb01able assets acquired 24 March 2022 US$m Assets Fair value of property, plant and equipment 37.6 Fair value of intangible assets 50.7 Right-of-use assets 2.8 Other assets 2.6 Cash 0.6 Total assets 64.3 Liabilities Other liabilities (6.6) Lease liabilities (5.1) Deferred taxation (8.5) Total liabilities (16.9) Total net identi\ufb01able assets 47.4 The identi\ufb01ed goodwill re\ufb02ects the lease-up potential of the asset base. Deferred consideration is payable subject to timing of future closings of sites and to the committed build-to-suit rollout up to March 2025. This has been discounted to re\ufb02ect the present value of future payments. The Group has assessed the fair value of assets acquired at US$47.4 million, based on appropriate valuation methodology. The valuation techniques used for measuring fair value of material assets acquired were as follows: Assets acquired Valuation technique Property, plant and equipment Depreciated replacement cost adjusted for physical deterioration as well as functional and economic obsolescence. Intangible assets (customer relationships) Multi-period excess earnings method which considered the present value of net cash \ufb02ows expected to be generated by the customer relationships. The Group incurred acquisition related costs of US$2.0 million in 2022 and US$3.1 million in previous \ufb01nancial years. These costs have been included in deal costs in the Group\u2019s consolidated income statement when incurred. For the period from 24 March to 31 December 2022 this acquisition contributed revenue of US$23.6 million and EBITDA of US$7.2 million. 31. Acquisition of subsidiary undertakings (continued) The business combination had the following effect on the Group\u2019s statement of cash \ufb02ows: Total investing cash \ufb02ows US$m Consideration paid in cash 94.8 Less: cash acquired (0.6) Total cash out\ufb02ow 44.2 ii) Contribution from minority shareholders On 24 March 2022 in tandem with but immediately subsequent to the acquisition, the minority shareholder contributed US$5.3 million for a 20% stake in the business. On the same date the minority shareholder also contributed a loan of US$3.5 million to the entity. b) Oman (December 2022) On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The Group has acquired 70% of the share capital of which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a single business combination transaction and accounted for it in accordance with IFRS 3 \u2013 Business Combinations (IFRS 3) using the acquisition method. The total consideration in respect of the transaction was US$494.6 million. Goodwill arising on this business combination has been allocated to the Oman CGU. The Goodwill is deductible for tax purposes. This acquisition is in line with the Group\u2019s strategy. On the same date, a 30% stake in the business was sold to Rakiza Telecommunications Infrastructure LLC as part of the same agreement for total consideration of US$89.1 million. Non-controlling interest is recognised under the fair value method as permitted under IFRS 3. The fair value assessment of the assets and liabilities acquired is still ongoing and may be updated within the 12-month period following the acquisition in line with the requirements of IFRS 3. The below \ufb01gures are therefore provisional. The breakdown of the acquisition price and goodwill generated by the acquisition is as follows: 8 December 2022 US$m Total consideration paid 499.6 Repayment of debt to seller (328.8) Consideration paid in cash for minority interest (4074) Deferred receivable (7. 3 ) IFRS Consideration 108.8 Non-controlling interest 9074 Less: Net assets acquired (131.0) Resulting goodwill 23.5 The business combination had the following effect on the Group\u2019s assets and liabilities: Identi\ufb01able assets acquired 8 December 2022 US$m Assets Fair value of property, plant and equipment 397.6 Fair value of intangible assets 322.8 Right of use assets 39.4 Other assets 0.7 Cash 0.6 Total assets 49173 Liabilities Other liabilities (7.0) Lease liabilities (19.9) Loans (328.8) Total liabilities (316.1) Total net identi\ufb01able assets acquired 135.0 The identi\ufb01ed goodwill re\ufb02ects the lease-up potential of the asset base. The Group has assessed the fair value of net assets acquired at US$477.4 million, based on appropriate valuation methodology. The valuation techniques used for measuring fair value of material assets acquired were as follows: Assets acquired Valuation technique Property, plant and equipment Depreciated replacement cost adjusted for physical deterioration as well as functional and economic obsolescence. Intangible assets (customer relationships) Multi-period excess earnings method which considered the present value of net cash \ufb02ows expected to be generated by the customer relationships. The Group incurred acquisition related costs of US$13.4 million in 2022 and US$8.0 million in previous \ufb01nancial years. These costs have been included in deal costs in the Group\u2019s consolidated income statement when incurred. For the period from 8 December to 31 December 2022 this acquisition contributed revenue of US$3.6 million and EBITDA of US$2.3 million. It is not possible to disclose full year revenue and EBITDA for FY22 as the business did not operate as a standalone business prior to the acquisition. The business combination had the following effect on the Group\u2019s statement of cash \ufb02ows: Total cash out\ufb02ow US$m Investing Acquisition of subsidiary equity 336.0 Less: deposit paid in prior year (24.0) Less: cash acquired (0.6) Total investing cash \ufb02ows 91.4 Financing Repayment of debt 328.8 Drawdown of debt facility (200.0) Minority investor loan facility (39.4) Total \ufb01nancing cash \ufb02ows 89.4 Total cash out\ufb02ow 180.8 c) Finalisation of Madagascar acquisition purchase price accounting (2021) On 2 November 2021, the Group completed the acquisition of Madagascar Towers SA of the previously announced transaction with Airtel Madagascar. The group has acquired the passive infrastructure on 490 sites, colocation contracts and certain supplier contracts. The Group has treated this as a single business combination transaction and accounted for it in accordance with IFRS 3 using the acquisitions method. The total consideration in respect of the transaction was US$59.0 million. Goodwill arising on this business combination has been allocated to the Madagascar CGU. The goodwill is not deductible for tax purposes. This acquisition is in line with the Group\u2019s strategy. Following completion of the purchase price accounting process the fair value of the initial assets acquired has been adjusted as follows: Identi\ufb01able assets acquired at 2 November 2021: Previously reported US$m Adjustment US$m Final allocation US$m Assets Fair value of property, plant and equipment 2674 (10.5) 16.2 Fair value of intangible assets 34.6 34.6 Right of use assets 3.6 3.6 Other assets 1.6 4.9 6.5 Cash 0.1 0.1 Total assets 66.6 (5.6) 61.0 Liabilities Other liabilities (3.6) 1.5 (2.1) Lease liabilities (3.6) (3.6) Deferred taxation (8.4) (8.9) Total liabilities (15.6) 1.5 (14.1) Total net identi\ufb01able assets 51.0 (4.1) 46.9 Goodwill on acquisition 8.0 4.1 1573 Total consideration 59.0 \u2013 59.0 Consideration paid in cash 46.8 46.8 Deferred consideration 12.2 1575 Total consideration 59.0 \u2013 59.0 Prior year comparatives have been restated in accordance with the above. 31. Acquisition of subsidiary undertakings (continued)", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact-470": { "value": "32. Subsequent events There were no material subsequent events. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800DGC7GS4XCHCU30", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } } } }