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Preliminary results for the twelve months ended 31 March 2024
Global Ports Holding PLC (GPH) Global Ports Holding Plc Preliminary results for the twelve months ended 31 March 2024 Global Ports Holding Plc (“GPH” or “Group”), the world’s largest independent cruise port operator, today announces its unaudited results for the 12 month period from 1 April 2023 to 31 March 2024 (the “Reporting Period”).
Mehmet Kutman, Co-Founder, Chief Executive Office and Chairman, said: “The 2024 Reporting Period was one of significant achievement for Global Ports Holding. We successfully expanded our cruise port network, completed our largest-ever investment project, and increased our shareholding at a number of key ports. In addition, we strengthened our balance sheet through a successful investment grade-rated issuance of secured private placement notes and extended the concession length at a number of ports. We have started the 2024 cruise season strongly and we are well positioned to be a key enabler and beneficiary of the cruise industry’s continued growth and success in the years ahead.” Key Highlights
Balance Sheet At 31 March 2024, IFRS Gross Debt was USD 897.5 million (Ex IFRS-16 Leases Gross Debt: USD 835.5 million), compared to USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3 million) at 31 March 2023. The main driver of the increase in Gross Debt were two bonds totalling USD 145 million of investment-grade long-term project financing for San Juan Cruise Port (additional USD 42 million were issued shortly after the end of the Reporting Period in form of forward committed bonds). USD 110 million was raised through the issuance of a Series A bonds due 2045, which has been placed in the US municipal bond market at an average coupon rate of 6.6%. USD 77 million was raised through the issuance of a Series B bonds due 2039 to US institutional investors at a fixed coupon of 7.21%. The bonds have received an investment-grade credit of BBB- from S&P. The Series A bond will fully amortize over 21 years, with a weighted average duration of c.19 years. The Series B bond will fully amortize over 15 years, with a weighted average duration of c12 years. Nassau Cruise Port successfully refinanced its local bond issued in June 2023. The refinancing resulted in an increase in the nominal outstanding amount to USD 145 million (from USD 134.4 million) and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the annual interest payment by USD 2.0 million. The maturity date of 2040 remains unchanged as does the principal repayment schedule which is ten equal annual payments from June 2031. The bond remains unsecured, and non-recourse to GPH or any other Group entity. Net debt Ex IFRS-16 Leases was USD 674.5 million at the end of the Reporting Period compared to USD 494.0 million as at 31 March 2023. At 31 March 2024, GPH had cash and cash equivalents of USD 161.0 million, compared to USD 118.3 million at 31 March 2023 with the increase mainly due to the aforementioned bond issuance at San Juan Cruise Port. Concession Extensions At the start of the Reporting Period, GPH reached an agreement to extend its concession agreement for Ege Port, Kusadasi. The original concession agreement was due to expire in July 2033, but following this extension agreement, it will now expire in July 2052. In exchange for extending the existing concession agreement, Ege Port has paid an upfront concession fee of TRY 725.4 million (USD 38 million at the then prevailing exchange rate). In addition, Ege Port has committed to invest up to a further 10% of the upfront concession fee within the next 5 years into improving and enhancing the cruise port and retail facilities at the port and will pay a variable concession fee equal to 5% of its gross revenues during the extension period starting after July 2033. The up-front concession fee payment was financed by partial utilisation, shortly before the start of the Reporting Period, of the USD 75 million growth facility provided by Sixth Street. As part of the additional drawdown with Sixth Street, GPH issued warrants to Sixth Street representing an additional 2.0% of GPH’s fully diluted share capital (in addition to warrants issued at financial closing in July 2021 equivalent to 9.0% of GPH’s fully diluted share capital). The upfront concession fee was funded by a capital increase at Ege Port. This capital increase was provided by GPH only, and as a result, GPH’s equity stake in Ege Port increased to 90.5% (from 72.5%). Similar to the extension of Cagliari Cruise Port in 2023, our concession for Catania Cruise Port was extended by two years to 2028 without any cost to GPH as compensation for the Covid-19 pandemic period. Issue of New Ordinary Shares At the start of the Reporting Period, GPH had approximately USD 25 million in outstanding subordinated shareholder loans from its largest shareholder, Global Yatırım Holding A.Ş (Global Investments Holding, “GIH”). This long-term funding support was used to finance expansion projects and general corporate purposes. During the Reporting Period, GPH issued 5,144,445 new ordinary shares of £0.01 each to GIH at a price of 206.5358 pence per ordinary share in partial satisfaction of the debt owed to GIH equivalent to USD 13.8 million. These new ordinary shares represented approximately 8.2% of the company's issued share capital. Shortly before the end of the Reporting Period, Sixth Street exercised warrants over an aggregate 8,395,118 new ordinary shares. Following this warrant exercise, the Company’s issued share capital admitted to trading consisted of 76,433,126 ordinary shares of GBP 0.01 each. Increases in ownership percentage at ports During the Reporting Period, GPH purchased from the minority shareholder a 38% shareholding in Barcelona Port Investments S.L. (BPI), taking GPH’s holding in BPI to 100%. The transaction terms are confidential, however, the purchase price was below USD 20 million. As a result of this transaction, GPH’s indirect holding in Creuers De Port de Barcelona S.A (Creuers) has increased to 100%, which increases GPH’s interest in both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%. In addition, GPH’s effective interest in SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise Port) has risen to 40% from 24.8% and the effective interest in Lisbon Cruise Port LD (Lisbon Cruise Port) has risen from 46.2% to 50%. Outlook Based on call lists across our consolidated and managed cruise port network, we expect to welcome over 16 million passengers in the upcoming 2025 Reporting Period. Including equity-accounted ports, annual passenger volumes are expected to be nearly 20 million for the 2025 Reporting Period.
Notes
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Chairman and CEO Statement The 2024 Reporting Period was one of significant achievements for GPH. We successfully expanded our cruise port network, completed our largest ever investment project, and increased our shareholding at a number of key ports. In addition, we strengthened our balance sheet through a successful investment grade rated notes issue and extended the concession length at a number of ports. Alongside these significant achievements, our consolidated ports welcomed 13.4 million passengers, marking a 46% increase compared to the previous period and driving record EBITDA. These achievements have been delivered against a background of ongoing geopolitical issues and a challenging economic environment. The economic environment saw central bankers and the public grapple with the challenges of high inflation and rising global interest rates, while ongoing conflicts in Ukraine and the Middle East impacted individuals’ propensity to travel to nearby regions. The long lead times on cruise bookings compared to land-based tourism mean that passenger demand is largely unaffected by macroeconomic events. Thus far, the inflationary and rising interest rate environment has no identifiable impact on passenger demand. The industry is not immune from geopolitical issues, and a number of ships were redeployed away from conflict areas during the Reporting Period. During these incredibly difficult times, our thoughts are with those people who have been and continue to be deeply affected by conflicts. By the end of the Reporting Period, we had achieved a number of significant milestones for the Group: • Welcomed 13.4 million cruise passengers across our consolidated portfolio, an increase of 46%. • Two new cruise ports added to our network. • Successfully concluded the financing and began port operations for San Juan Cruise Port. • Increased our stakes in several ports (Barcelona Cruise Port, Ege Port, Lisbon Cruise Port, Malaga Cruise Port, Singapore Cruise Port).< |