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FY 2019 Financial results presentation 29 April 2020 Strictly - - PowerPoint PPT Presentation

FY 2019 Financial results presentation 29 April 2020 Strictly Confidential Disclosure regarding forward-looking statements and the presentation of certain financial information This presentation contains forward-looking statements, which


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FY 2019 Financial results presentation

29 April 2020

Strictly Confidential

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This presentation contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words “targets”, “believes”, “expects”, “aims”, “intends”, “may”, “anticipates”, “estimates”, “would”, “will”, “could”, “should” or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual performance or achievements to be materially different from future performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future strategies and the environment in which we will operate in the future. These forward- looking statements speak only as at the date of this Presentation. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. This presentation contains summary audited condensed financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2019. The statement of financial position for Adria Midco B.V. and its subsidiaries as at 31 December 2019 and as at 31 December 2018, as well as the condensed consolidated interim statements of profit or loss and cash flows for Adria Midco B.V. and its subsidiaries for the twelve months periods then ended have been audited by our independent auditors in accordance with IFRS. Certain financial measures and ratios related thereto in this Presentation, including EBITDA, Adjusted EBITDA, Adjusted EBITDA minus capital expenditure, RGUs and ARPU (collectively, the ‘‘Non-IFRS Measures’’) are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented here because we believe that they and similar measures are widely used in our industry as a means

  • f evaluating a company’s operating performance and financing structure. Our management believes this information, along with comparable IFRS

measures, is useful to investors because it provides a basis for measuring the operating performance in the periods presented. These measures are used in the internal management of our business, along with the most directly comparable IFRS financial measures, in evaluating the operating performance. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to net income (loss), operating income or any other performance measures derived in accordance with IFRS, and they may be different from similarly titled measures used by other companies.

Disclosure regarding forward-looking statements and the presentation

  • f certain financial information
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Agenda

Introduction Operational review Financial review Mergers & Acquisitions Appendices

03 02 04 05 01

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United Group: Proven cable growth & sustainable leadership through media

  • The

leading multi-play communications and media provider in South-East Europe

  • FY 2019 Revenues: €742m
  • FY 2019 Adjusted EBITDA: €295m
  • United Group is a well-diversified business with leading

market positions in Serbia, Croatia, Slovenia, Bosnia Herzegovina, Montenegro and, with the signing of the Vivacom acquisition, Bulgaria

  • 5m households watching United Group channels
  • Over 1.8m homes using broadband and telecoms

services, attracted by superior service and range

  • f offering
  • Operating in a market characterized by continued

growth in Pay-TV and broadband, that remains underpenetrated relative to other CEE and Western European markets

  • Reputation for providing the most attractive content in
  • ur respective markets, available across all devices and

formats

  • Led by a dynamic and entrepreneurial founder with an

experienced home-grown management team

  • A significant private employer in the region

23% 18% 4% 8% 11% 4% 25% 6% Broadband Internet Other revenues DTH Pay-TV Cable Pay-TV Telephony Fixed-line Mobile service OTT Media

Revenue* by category (FY 2019)

  • Large and growing integrated media business well-positioned across the media value chain
  • Regional platform delivers strategic scale for monetisation of content investments

* External revenue (not including Inter-segment revenue)

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United Group: an outstanding track record of growth

  • Compound annual growth rates from 2015-

2019

  • Revenue: 18%
  • Adjusted EBITDA: 16%
  • Completed

more than 100 successful acquisitions since 2000

  • Owned by funds affiliated with BC Partners

and KKR, EBRD and by management

  • Biggest PE / FDI investment in South Eastern

Europe

  • First regional company to raise foreign debt
  • First to attract investment from EBRD

Outstanding track record of growth resulting from organic growth and acquisitions

FY 2017 FY 2018 FY 2016 FY 2015 €756m FY 2019 €976m L2QA* FY 19 PF L2QA** FY 19 €377m €459m €518m €636m €742m CAGR +18%

Revenue

FY 2017 FY 2018 €161m FY 2015 FY 2016 FY 2019 L2QA* FY 19 €261m PF L2QA** FY 19 €190m €223m €295m €291m €361m CAGR +16%

Adjusted EBITDA

* As reported L2QA performance of United Group. ** Pro Forma L2QA Adjusted EBITDA includes adjustment for Tele2 acquisition and United Media 2018 acquisitions.

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  • Major local producer of quality content

across genres:

  • Supports growth, increased choice

and innovation

  • Provides predictable carriage fees
  • Independent news – CNN / N1 partnership
  • Distribution partner of choice for premium

3rd party content such as world class sports

United Group‘s integrated business model is a key differentiator

Cable & Mobile #1 multi-play operator Leading integrated media platform

Pan regional platform

  • Large, well-invested network
  • 15,600km of fiber optic cable
  • Fully upgraded to EuroDOCSIS 3.0
  • Market leading broadband speeds
  • First in the region with OTT (2103) and 4G

(2015)

  • World first EONTV / Google partnership
  • Differentiated by excellence in customer

service reflected in:

  • Consistently

high customer satisfaction scores

  • Low

customer churn

  • f

approximately 10% per annum

Differentiation Virtuous circle of growth

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Agenda

Introduction Operational review Financial review Mergers & Acquisitions Appendices

03 02 04 05 01

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Continued growth of fixed line and mobile RGUs

2018* 3.79m 3.15m 2015 2016 2017 2019 3.92m 2.85m 3.61m CAGR +8% +3%

RGUs RGUs by service Successful track record of up-selling and cross-selling multi-play packages

2018* 2019 1.17m 1.17m 0% 2018* 2019 0.82m 0.86m +4% 0.69m 0.64m 2018* 2019 +8% 2018* 2019 0.51m 0.55m +7%

Cable Pay-TV Broadband internet Fixed-line telephony Mobile services DTH pay-TV OTT Other services

0.45m 2018* 2019 0.46m

  • 4%

0.12m 0.12m 2018* 2019 +2% 2018* 2019 0.08m 0.06m +30%

* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures presented herein have been restated in line with this new approach.

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Group Blended cable ARPU Blended cable ARPU by subgroup

€18.3 2019 €19.4 2015 2016 2017 2018* €20.6 €22.0 €22.8 CAGR +6% +4%

ARPU growth through up-selling, cross-selling and price increases

2018* €19.0 2019 €19.7 +4% 2019 €35.6 2018* €36.7 +3%

SBB Serbia Telemach Slovenia Telemach BH Telemach MNE

2018* 2019 €21.2 €19.9 +7% 2018* 2019 €17.6 €18.4 +4%

Steady ARPU increase across all subgroups

* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures presented herein have been restated in line with this new approach.

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Agenda

Introduction Operational review Financial review Mergers & Acquisitions Appendices

03 02 04 05 01

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Revenue up 17% YoY

Revenue by subgroup

FY 2018 FY 2017 FY 2016 FY 2015 €459m FY 2019 €742m €377m €518m €636m +22% +13% CAGR +18% +23% +17%

Revenue

€227m FY 2018 FY 2019 €239m +5%

SBB Serbia Telemach Slovenia Telemach BH Telemach MNE

Continued revenue growth across all sub-groups

FY 2018 FY 2019 €221m €232m +5% FY 2018 FY 2019 €69m €74m +7% FY 2018 FY 2019 €14m €14m +3% FY 2018 FY 2019 €192m €282m +47%

United Media Other

€35m FY 2018 FY 2019 €47m

  • 25%

Drivers of revenue growth:

  • price increases and cross-selling
  • growth in the number of footprint

subscribers

  • increase of CableTV and

NationalTV carriage fees

  • increased advertising and media

selling

  • improved performance of

acquired companies

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Maintaining a strong track record of profitable growth

Adjusted EBITDA and Adj. EBITDA margin Adjusted EBITDA by subgroup

0.04 400 100

  • 0.04

0.06 200 300

  • 0.02

0.00 0.02 FY 2016 €190m FY 2015 FY 2017 FY 2018 FY 2019 €161m €223m €261m €295m CAGR +16% +13% €117m FY 2018 FY 2019 €113m +3% FY 2018 FY 2019 €74m €71m +4% €26m €23m FY 2018 FY 2019 +13%

Operational efficiency and cost discipline key to maintaining stable EBITDA margins

SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other

€3m FY 2018 FY 2019 €3m 0% €80m FY 2019 FY 2018 €51m +56% FY 2019 FY 2018 €-5m €-2m

  • 170%

+17% vs 2016 +17 % vs 2017

41% 43% 43% 41% 40%

+18% vs 2015

Drivers of Adj. EBITDA growth:

  • price increases and cross-selling
  • growth in the number of

footprint subscribers

  • increase of CableTV and

NationalTV carriage fees

  • increased advertising and

media selling

  • improved performance of

acquired companies

  • cost discipline
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Sustained investment underpins high growth

Capex (as % of revenue)

FY 2016 €137m FY 2015 FY 2017 FY 2018 FY 2019 €150m €133m €185m €188m +2%

Capex by subgroup

FY 2018 FY 2019 €66m €61m +7%

Majority of investments related to fixed and mobile networks, customer premises equipment and own and exclusive content

FY 2019 FY 2018 €53m €57m

  • 7%

SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other

FY 2019 FY 2018 €14m €15m

  • 5%

FY 2018 €5m FY 2019 €4m

  • 23%

FY 2019 FY 2018 €49m €44m +11% FY 2018 €2m FY 2019 €2m

  • 12%

26%

Drivers of CAPEX growth:

  • Acquisitions
  • Network investment
  • Investment in customer premises

equipment

  • Investment into production of new

exclusive content

  • Cost of sport rights

29% 40% 29% 25%

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Positive momentum in cash conversion*

Cash conversion

FY 2019 FY 2015 FY 2016 FY 2018 FY 2017 €107m €11m €57m €87m €76m CAGR +76% +42%

Cash conversion by subgroup

FY 2018 FY 2019 €51m €52m

  • 1%

Profitable growth and Capex management resulted in strong growth of Cash conversion

SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other

FY 2018 FY 2019 €21m €14m +48% FY 2018 €9m FY 2019 €12m +44% €-2m FY 2018 FY 2019 €-1m +58% FY 2018 FY 2019 €7m €31m +335% FY 2019 €-7m FY 2018 €-4m

  • 82%

* Adjusted EBITDA less CAPEX

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Decline in Net leverage compared to prior year

* Annualized Adjusted Pro Forma EBITDA is calculated as two times Q3 2019 + Q4 2019 Adjusted EBITDA plus €4.2 million of expected synergies with Nova Croatia and €12.4 million of expected synergies with DM & PINK plus Tele2 annualized Q3 2019 + Q4 2019 Adjusted EBITDA (€53.5 million)

Net debt Leverage

€1,745m €1,428m €-43m FY 2018 €-47m FY 2019 €1,385m €1,699m +23%

Cash**

  • Adj. Gross debt***

5.04x Gross leverage Net leverage* 4.88x

FY 2018

Gross leverage 4.71x Net leverage* 4.84x

** Cash figure does not include transaction costs related to bond issuance and consideration for Tele2 *** Gross debt figure does not include transaction costs and redemption fee related to bond issuance

FY 2019

Using FY2019 data for Vivacom, as provided by the company, the management estimates that Net Leverage would have amounted to 4,86x should Vivacom acquisition be completed on year-end 2019.

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Expected impact of COVID-19

  • The existence of novel coronavirus (COVID-19) was confirmed in early 2020 and has spread rapidly from mainland China

across the globe, causing disruptions to businesses and economic activity. In the countries of the Group’s operations, COVID- 19 pandemic was generally announce mid-March 2020.

  • The governments in the region have imposed travel restrictions, lock downs and social distancing with a view to reducing the

spread of the virus and hopefully minimizing the number of fatalities. The Group has reacted swiftly and adhered to all instructions issued by the authorities, with main priority of health and safety of employees and continuous provision of service.

  • Management intends to continue following the various national and/or state authorities’ policies and, in parallel, intend to do

utmost to continue operations as the situation evolves.

  • The management estimates the COVID-19 impact to the Group’s operating performance as well as consolidated revenues,

profitability and cash flow in Q1 2020 as fairly minimal.

  • Based on the analysis performed for the remainder of the year 2020, fairly minimal impact to organic consolidated

revenues is estimated (2-3% comparing to previous year). Revenue streams most likely affected are advertising, media selling, mobile handsets sales and mobile international roaming revenues. The management expects to be able to mitigate revenues shortfall by cost optimisation to still record a slight organic EBITDA growth for the year 2020 comparing to previous

  • year. In addition to cost optimisation, the Group has amended its plans for Capex spend during 2020, where possible,

without hindering the Group’s ability for future growth and quality of services provided.

  • Acquisitions of Tele2 (completed in March 2020) and Vivacom (expected to complete mid-year 2020) will represent

inorganic growth of the reported operational and financial performance of the Group in 2020. Impact of COVID-19 on the acquired companies is currently estimated to be similar to that of the Group’s existing telco operations. The expected PF contribution of the acquired companies has not materially changed given the crisis.

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Agenda

Introduction Operational review Financial review Mergers & Acquisitions Appendices

03 02 04 05 01

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Mergers & Acquisitions

  • The Group agreed to acquire KRS Štepanjsko naselje.
  • The Group agreed to acquire Vivacom, the largest telecoms operator

in Bulgaria. The transaction is expected to close in the second quarter

  • f 2020.
  • The Group agreed to acquire EVJ Elektroprom trgovina d.o.o.

Ongoing Mergers & Acquisitions Completed Mergers & Acquisitions

  • The Group agreed to acquire Tako Lako Shop d.o.o.
  • The Group agreed to acquire Ansat d.o.o.
  • The Group agreed to acquire Elcatel d.o.o.
  • The Group agreed to acquire Panel electronics.

Year Company Business Country

2020 Telecoms mobile 2020 I.R.V. d.o.o. Media 2019 Telecoms fixed 2019 Telecoms fixed 2019 Telecoms fixed 2018 Media 2018 Media 2018 Media 2018 BH OTT TV OTT Worldwide 2018 Kabel Group Telecoms fixed 2018 Media 2017 Telecoms fixed 2017 Media 2017 Media 2017 Telecoms fixed 2016 Telecoms fixed 2016 Telecoms fixed 2015 Telecoms fixed 2015 Telecoms mobile 2014 2015 Telecoms fixed 2014 Media 2014 Media 2014 Telecoms fixed 2014 OTT Worldwide

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Agenda

Introduction Operational review Financial review Mergers & Acquisitions Appendices

03 02 04 05 01

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SBB Serbia Telemach SLO Telemach BH Telemach MNE ARPU

2018* 2019 2018* 2019 2018* 2019 2018* 2019

Cable pay-TV €10.3 €10.5 €18.6 €19.0 €9.7 €10.6 €11.1 €11.4 Broadband internet €10.3 €10.7 €17.7 €18.3 €9.6 €9.9 €8.3 €8.2 Fixed-line telephony €4.0 €3.6 €3.4 €3.2 €7.4 €6.8 €3.3 €2.8 Mobile services

  • €10.4

€10.8

  • DTH pay-TV

€9.8 €10.6 €17.4 €18.4 €8.5 €9.5 €10.7 €11.8 Blended cable €19.0 €19.7 €35.6 €36.7 €19.9 €21.2 €17.6 €18.4

ARPU growth in 2019 mainly from price increases, up-selling and cross-selling

ARPU by service

* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures presented herein have been restated in line with this new approach.

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Bond

Issuer United Group B.V. Listed International Stock Exchange (Guernsey) Governing Law State of New York Outstanding notes €575 million Coupon 4.375% Maturity 01-Jul-22 Coupon dates 15 January & 15 July Outstanding notes €525 million Coupon 4.875% Maturity 01-Jul-24 Coupon dates 15 January & 15 July Outstanding notes €550 million Coupon Three-month EURIBOR (subject to a zero floor) plus 4.125% Maturity 15-May-25 Coupon dates 15 February, 15 May, 15 August and 15 November United Group B.V. Senior Notes 2022 Fixed Rate Notes 2024 Fixed Rate Notes 2025 Floating Rate Notes

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Income statement

in €000 12M 2018 12M 2019 Revenue 635,627 741,812 Other income 15,329 8,914 Content costs (103,274) (124,212) Satellite capacity costs (4,718)

  • Link and interconnection costs

(41,054) (38,151) Cost of end-user equipment and other material cost (45,623) (50,269) Staff costs (99,011) (102,108) Media buying (20,020) (39,681) Impairment loss on goodwill (9,255)

  • Impairment loss on trade and other receivables, including contract assets

(12,563) (11,140) Impairment loss on other financial assets (2,563) (7,036) Other operating expenses (124,041) (119,402) IFRS EBITDA 188,834 258,727 Depreciation (99,642) (106,828) Depreciation (right-of-use assets)

  • (17,972)

Amortization of intangible assets (68,483) (82,280) Results from operating activities 20,709 51,647 Finance income 7,343 4,221 Finance costs (71,005) (108,490) Net finance costs (63,662) (104,269) Profit/(loss) before tax (42,953) (52,622) Income tax (expenses)/benefit (3,046) (7,414) Minority share Profit/(Loss) for the period (45,999) (60,036) Other comprehensive loss Items that are or may be reclassified subsequently to profit and loss Currency translation differences (1,016) 339 Other comprehensive loss (income) for the period (1,016) 339 Total comprehensive loss (income) for the period (47,015) (59,697) (Loss)/profit attributable to: Owners of the Company (48,279) (64,163) Non-controlling interests 2,280 4,127 (Loss)/profit for the period (45,999) (60,036) Total comprehensive (loss)/income attributable to: Owners of the Company (49,295) (63,824) Non-controlling interests 2,280 4,127 Total comprehensive (loss)/income for the period (47,015) (59,697)

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Statement of financial position

in €000 12M 2018 12M 2019 Assets Property, plant and equipment 401,405 419,175 Goodwill 761,335 766,348 Intangible assets 304,257 288,342 Investment property 336 285 Right-of-use assets

  • 109,474

Loans to related parties 30,000 5,980 Other financial assets 7,373 1,013 Non-current prepayments 161 327 Contract assets 4,148 5,513 Deferred costs 4,385 181 Deferred tax assets 4,156 4,251 Non-current assets 1,517,556 1,600,889 Inventories 22,172 19,138 Trade and other receivables 163,722 154,794 Short term loans receivables and deposits 5,711 8,115 Prepayments 35,609 34,570 Contract assets 12,926 22,614 Income tax receivables 7,480 9,014 Cash and cash equivalents 43,430 250,058 Current assets 291,050 498,303 Total assets 1,808,606 2,099,192

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Statement of financial position - continued

in €000 12M 2018 12M 2019 Equity Issued and fully paid share capital 125 125 Share premium 337,557 352,557 Capital reserves 32,809 54,468 Translation reserves (15,042) (12,475) Accumulated losses (296,887) (411,577) Equity attributable to owners of the Company 58,562

  • 16,902

Non-controlling interests 10,584 10,138 Total equity 69,146

  • 6,764

Liabilities Loans and borrowings 69,902 68,206 Other financial liabilities - bonds 1,333,867 1,654,900 Long term liabilities 3,568 2,873 Long term provisions 24,652 24,054 Deferred operating lease income 3,859 4,383 Contract liabilities 2,065 1,859 Lease liabilities 1,006 87,260 Deferred tax liabilities 29,957 27,125 Employee benefits 631 794 Non-current liabilities 1,469,507 1,871,454 Trade and other payables 240,560 165,946 Current tax liabilities 10,516 9,762 Loans and borrowings 3,031 24,095 Deferred operating lease income 7,283 5,055 Contract liabilities 7,442 9,836 Lease liabilities 1,121 19,808 Current liabilities 269,953 234,502 Total liabilities 1,739,460 2,105,956 Total equity and liabilities 1,808,606 2,099,192

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Consolidated statement of cash flows

in €000 12M 2018 12M 2019 Cash flows from operating activities (Loss)/profit for the period (45,999) (60,036) Adjustments for:

  • Depreciation

99,642 124,800 Amortization 68,483 82,280 Impairment of trade and other receivables 12,007 10,411 Impairment of contract assets 556 729 Impairment of other financial assets 2,563 7,036 Impairment loss on goodwill 9,255

  • Impairment loss on acquisition cost

1,321 325 Impairment of property, plant and equipment

  • 1,209

Impairment of inventories 1,023 1,161 Income tax (benefit)/expense 3,046 7,414 Long term provisions 764 (2,129) Share based payment 32,809 21,659 Gain on sale of subsidiary (7,654)

  • Net finance cost

63,662 104,269 Operating cash flows before WC changes 241,478 299,128 Changes in: Trade and other receivables (21,960) (2,177) Deferred revenue (5,954) (1,704) Deferred cost (2,487) (123) Contract assets (5,120) (11,782) Contract liabilities 3,665 2,188 Employee benefits (8) 163 Inventories 273 1,904 Prepayments (6,084) (2,342) Trade and other payables 30,589 (44,147) Cash generated from operations 234,392 241,108 Interest paid (62,164) (67,093) Income tax paid (6,791) (11,394) Net cash from operating activities 165,437 162,621 in €000 12M 2018 12M 2019 Cash flows from investing activities Acquisition of property, plant and equipment (130,081) (119,803) Acquisition of intangible assets (65,247) (65,834) Acquisition of subsidiaries, net of cash acquired (137,499) (53,825) Short term loans receivable and deposits granted 205,000

  • Short term loans receivable and deposits repaid

(1,118) (2,404) Cash inflow other non-current financial assets

  • 30,000

Cash outflow other non-current financial assets

  • (4,800)

Other (outflows)/inflows (390) 69 Net cash used in by investing activities (129,335) (216,597) Cash flows from financing activities Proceeds from share premium

  • 15,000

Proceeds from bond issue

  • 757,000

Repayment of bond

  • (450,000)

Proceeds from borrowings 204,400 226,920 Repayment of borrowings (217,243) (207,833) Transaction costs related to loans and borrowings

  • (7,573)

Acquisition of non-controlling interest (3,799) (1,108) Repayment of derivate (1,546) 771 Repayment from lease liabilities (2018: Repayment of finance lease liabilities) (5,583) (20,810) Dividends paid (1,470) (51,764) Net cash from financing activities (25,241) 260,603 Net increase in cash and cash equivalents 10,861 206,627 Cash and cash equivalents at 1 January 32,560 43,430 Effect of movements in exchange rate on cash in hands 9 1 Cash and cash equivalents at 31 December 43,430 250,058