Unaudited 3m Condensed Combined Financial Statements
Unaudited 3m Condensed Combined Financial Statements
Unaudited 3m Condensed Combined Financial Statements
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
2020 2020
Note €m €m
Continuing operations
Revenue 2 211.2 476.2
Maintenance costs (10.1) (20.6)
Staff costs 4 (6.5) (12.0)
Other operating expenses (15.3) (33.0)
Depreciation on lease-related right of use assets 7 (49.6) (110.1)
Depreciation on other property, plant and equipment 7 (22.1) (50.9)
Attributable to:
Owners of the Company 50.0 138.3
Non-controlling interests 0.1 0.1
50.1 138.4
2020 2020
Note €m €m
Profit for the period 50.1 138.4
Foreign exchange translation differences, net of tax 1.8 1.0
Items that will not be reclassified subsequently to profit or loss:
Net actuarial losses on defined benefit pension schemes, net of tax (0.4) (0.8)
Total items that will not be reclassified to the income statement in 1.4 1.0
subsequent years
Other comprehensive income for the period, net of income tax 1.4 0.2
Total comprehensive income for the period 51.5 138.6
Attributable to:
51.5 138.5
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
Condensed Combined Statement of Financial Position
Note €m €m
Non-current assets
Goodwill and intangible assets 6 3,446.4 3,097.0
Property, plant and equipment 7 2,847.0 2,147.9
Investments in joint ventures 15 2,918.2 -
Deferred tax assets 5 17.9 24.6
Trade and other receivables 9 9.2 3.8
9,238.7 5,273.3
Current assets
Receivables due from related parties 8 1,127.4 392.0
Trade and other receivables 9 41.4 37.2
Cash and cash equivalents 6.2 3.1
1,175.0 432.3
Equity
Non-current liabilities
Lease liabilities 11 1,786.1 1,465.6
Provisions 12 308.8 274.7
Post employment benefits 0.5 0.4
Deferred tax liabilities 5 18.1 0.3
Payables due to related parties 8 195.1 104.3
Trade and other payables 10 2.9 4.7
2,311.5 1,850.0
Current liabilities
Lease liabilities 11 263.0 72.2
Current income tax liabilities 5 23.6 19.6
Provisions 12 16.8 10.5
Payables due to related parties 8 2,633.3 170.5
Trade and other payables 10 159.6 140.8
Overdrafts 3.1 -
3,099.4 413.6
The financial statements were approved by the board of Directors and authorised for issue on 14 February 2021. They were signed on its
behalf by:
Vivek Badrinath, Chief Executive Officer Thomas Reisten, Chief Financial Officer Christian Sommer, General Counsel
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage Towers
GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Condensed combined interim financial statements for the three months ended 31 December 2020
Condensed Combined Statement of Changes in Equity
Net investment of Non-controlling Total
parent interests equity
€m €m €m
1 April 2020 52.5 - 52.5
Shareholder contribution by way of transfer of companies
3,302.4 - 3,302.4
into the Group
Profit for the period 88.3 - 88.3
Other comprehensive expense for the period (1.2) - (1.2)
Total comprehensive income for the period 87.1 - 87.1
2020 2020
Note €m €m
Investing activities
Purchases of property, plant and equipment (29.8) (68.7)
Financing activities
Net movement in short-term borrowings 3.1 3.1
Net movements in cash management activities with (195.8) (222.7)
related parties
Repayment of lease liabilities including interest (50.9) (85.2)
Basis of preparation
Vantage Towers Germany AG (the “Company”) is incorporated and domiciled in Germany (registered with
Düsseldorf Local Court under HRB no. 85940). The registered address of the Company is Prinzenallee 11-13,
40549 Düsseldorf/Germany. The Company is ultimately controlled by Vodafone Group Plc (“Vodafone”), a
company incorporated and domiciled in England and Wales, with a registered address of Vodafone House, The
Connection, Newbury, Berkshire, RG14 2FN, England.
The condensed combined interim financial statements for the three months and nine months ended 31
December 2020:
• are prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”
(“IAS 34”) as issued by the International Accounting Standards Board and as adopted by the European
Union;
• are presented on a condensed basis as permitted by IAS 34 and therefore do not include all
disclosures that would otherwise be required in a full set of financial statements prepared in
accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board and as adopted by the European Union (“IFRS”)
• present the Condensed Combined Statement of Financial Position and the Condensed Combined
Statement of Changes in Equity corresponding to the closing date of the immediately preceding six
month period (30 September 2020) together with the figures at 31 December 2020 solely and
exclusively for comparative purposes. Moreover, in accordance with IAS 34, next to each of the items
of the Condensed Combined Income Statement, the Condensed Combined Statement of
Comprehensive Income and the Condensed Combined Statement of Cash Flows, the figures
corresponding to the three month period ended on 31 December 2020 are presented along with
those corresponding to the nine month period ended on 31 December 2020; and
• present the combined financial information of the Company, Vantage Towers, S.L.U, (domiciled in
Madrid, Spain), Vantage Towers Limited, (domiciled in Dublin, Ireland), Vodafone Towers Portugal
S.A. (domiciled in Lisbon, Portugal), Vantage Towers s.r.o (domiciled in Prague, Czech Republic),
Vodafone Magyarország zrt (domiciled in Budapest, Hungary), Vodafone Towers Romania S.R.L.
(domiciled in Bucharest, Romania), Vantage Towers Greece (domiciled in Athens, Greece) and
Infrastrutture Wireless Italiane S.p.A (domiciled in Rome, Italy) (together the “Group”), on the basis
set out below.
-
In preparing the condensed combined interim financial statements, consideration has been given to the intra
group transactions entered into by wholly owned subsidiaries of Vodafone in order to enable Vodafone to
separate its European tower infrastructure assets in Germany (the parent company), Spain, Portugal, the Czech
Republic, Hungary, Romania, Greece, Ireland, its 50% ownership interest in Cornerstone Telecommunications
Infrastructure Limited (“Cornerstone”) its 33.2% ownership interest in Infrastrutture Wireless Italiane S.p.A.
(“INWIT”) and Central Tower Holding Company B.V. (“CTHC”) – the intermediate holding company - into a new
stand-alone tower infrastructure business, being the Group.
In order to achieve separation of these tower infrastructure assets, the tower infrastructure assets in each local
market were grouped into a business unit within the Vodafone operating company in that market and then
carved out of the operating company into a separate legal entity controlled by Vodafone, either by way of a
hive-down, a demerger or otherwise. Following this separation, the various legal entities have now reorganised
under the Company to form the Group.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
In considering the presentation of the consolidated financial statements, for the year end, the Directors have
considered the guidance in IFRS 10 “Consolidated Financial Statements” (“IFRS 10”) relating to individual
transactions. The Directors have considered that the commercial purpose of separating certain of Vodafone’s
European tower infrastructure assets into a standalone tower infrastructure business, and the related legal
steps undertaken to achieve this, have taken place in contemplation of each other solely to achieve a single
purpose, being the public listing of the Company’s shares. The Directors have therefore concluded that the
various steps undertaken should be accounted for as a single transaction.
As the single transaction comprises the combination of the separate European tower businesses, this meets the
definition of a business combination. However, as the transaction is under common control, the accounting
does not fall in scope of any existing IFRSs. Consequently, in accordance with International Accounting
Standards 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”), the Directors must
employ judgement to develop and apply an appropriate accounting policy.
The Directors have also considered whether it would be more appropriate to prepare consolidated financial
statements given the Group came into existence during the three months ended 31 December 2020 following
the acquisition of CTHC (17 December 2020). The Directors have concluded that these financial statements
should be presented on a combined rather than a consolidated basis as presentation of the full three months
ended 31 December 2020 of combined results will be most useful to users. This is due to the fact that it will be
the first complete three month period for which the majority of all legal entity separations have been
completed and is most consistent with the basis of preparation of the previous financial statements for the six
month period ending 30 September 2020. In contrast, consolidated financial statements for the three month
period ending 31 December 2020 would only reflect transactions during the period from 17 December until 31
December 2020 and would therefore only provide a very narrow picture of the performance of the Group.
Accordingly, the Directors have concluded that it is appropriate to account for the combination of the
European tower assets that make up the Group by applying the pooling of interests method based on historical
carrying values as though the current structure had always been in place, a method of accounting for business
combinations. These historical carrying values are determined by reference to the book values recorded under
the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling
of interests approach. In applying the pooling of interests method, the Directors have considered the
requirements of IFRS 10 which, in the absence of specific IFRS guidance, is considered to be analogous and
relevant for the purposes of accounting for the combination.
IFRS 10 mandates that the consolidated financial statements of the receiving entity cannot include financial
information of a subsidiary prior to the date it obtains control. Accordingly, in applying the pooling of interests
method, the Directors do not consider it appropriate to present financial information of the combining
businesses, for periods prior to the combination.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
The effective date of the legal separation of the various European tower businesses from the respective
Vodafone operating companies in which they were originally held took place on various dates between 18
March 2020 and 23 December 2020, as detailed below.
In addition to CTHC, the intermediary holding company that the Company acquired 100% of the ordinary
shares in on 17 December 2020, the following entities within the Vantage Towers business have been included
within the condensed combined interim financial statements from the effective date of their demerger from
the respective Vodafone operating companies:
• Vodafone Greek TowerCo – 17 November 2020 (followed by the Group’s 62% acquisition of Vantage
Towers Greece on 23 December 2020, which contained the assets of both Vodafone Greek TowerCo
and Wind Hellas Greek TowerCo respectively); and
• the Group’s investment in the joint venture of Infrastrutture Wireless Italiane S.p.A (“INWIT”) – 19
November 2020.
For the avoidance of doubt, the investment in the joint venture of Cornerstone Telecommunications
Infrastructure Limited (“Cornerstone”) has not been included within these condensed combined interim
financial statements, as the investment has not been transferred from the respective Vodafone operating
entity on 31 December 2020. See note 18 subsequent events for further information on transactions relating to
this entity.
The Directors of Vantage Towers AG have taken responsibility for the preparation and approval of these
condensed combined interim financial statements. As such, references herein to “the Directors” should be
taken as the Directors of Vantage Towers AG.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
The condensed combined interim financial statements have been prepared on the historical cost basis except
for certain financial and equity instruments that have been measured at fair value.
The principal accounting policies are set out below and in the notes to the condensed combined interim
financial statements.
Presentation currency
The condensed combined interim financial statements are presented in Euro, which is also the Group’s and
each entity’s functional currency with the exception of Vantage Towers Czechia Republic and Vantage Towers
Hungary which have functional currencies of Czech Koruna and Hungarian Forint respectively.
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the
respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on
the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are
not retranslated.
Changes in the fair value of monetary securities denominated in foreign currency are analysed between
translation differences and other changes in the carrying amount of the security. Translation differences are
recognised in the combined income statement and other changes in carrying amount are recognised in the
combined statement of comprehensive income.
For the purpose of presenting condensed combined interim financial statements, the assets and liabilities of
entities with a functional currency other than Euro are expressed in Euro using exchange rates prevailing at the
reporting period date. Income and expense items and cash flows are translated at the average exchange rates
for each month and exchange differences arising are recognised directly in other comprehensive income. On
disposal of a foreign entity, the cumulative amount previously recognised in the combined statement of
comprehensive income relating to that particular foreign operation is recognised in profit or loss in the
combined income statement.
Principles of combination
The asset, liabilities and profit or loss of the entities comprising the Group have been combined. All
transactions and balances between entities included within the Group have been eliminated. Where there are
transactions with other Vodafone Group Plc entities outside of the Group, these amounts are disclosed as
related party transactions in note 8.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Going concern
The Directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the
going concern basis in preparing the financial statements.
The Directors have reviewed the financial performance and position of the Company and have assessed the
monthly cashflow forecasts through to March 2022. They note the Group’s €966.4 million cash is held in a call
deposit account as part of the Vodafone Group Plc cash pooling arrangement. Per the terms of the
arrangement, the Directors have control of this deposit and draw down upon this balance when needed.
Having considered the overall financial position of the Vodafone Group, as set out in its Interim Financial
Statements for the 6 months ended 30 September 2020, the Directors are satisfied that the Vodafone Group
has sufficient liquidity for the Company and Group to continue to access the cash balance held in its call deposit
account.
Despite the potential for a sustained macro-economic downturn, the Directors are satisfied that, due to the
low cost base and significant head room in the cash flow forecast, the business will continue to have sufficient
cash available even in the event of any reasonably possible downturn in trading. There has been limited impact
on the business as a result of COVID-19 (see note 14 “Capital and financial risk management”).
On the basis of their assessment, the Directors of Vantage Towers A.G. expect that the Company will be able to
continue in operational existence for the period up to and including March 2022, and hence continue to adopt
the going concern basis of accounting in preparing the annual financial statements.
Significant accounting policies applied in the current reporting period that relate to
balances without a separate note
Significant accounting policies applied in the current reporting period that relate to
balances without a separate note (continued)
The IASB has issued Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” and IFRS 17
“Insurance Contracts”, which are effective for annual periods beginning on or after 1 January 2023. Although
not yet endorsed by the EU, the Group’s financial reporting will be presented in accordance with the above
new standards from 1 April 2023.
The Group’s work to assess the impact of these accounting changes is continuing; however, the changes are
not expected to have a material impact on the future consolidated income statement, consolidated statement
of financial position or consolidated cash flow statement.
The following narrow-scope amendments were issued by the IASB during May 2020 and are effective for
annual periods beginning on or after 1 January 2022, they have not yet been endorsed by the EU.
IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s
circumstances. In determining and applying accounting policies, Directors and management are required to
make judgements and estimates in respect of items where the choice of specific policy, accounting judgement,
estimate or assumption to be followed could materially affect the Group’s reported financial position, results
or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be
determined that a different choice may have been more appropriate.
The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below.
Actual outcomes could differ from those 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; they are recognised in the period of the revision and future
periods if the revision affects both current and future periods.
Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact
the amounts recognised in the condensed combined interim financial statements and the estimates that are
considered to be “critical estimates” due to their potential to give rise to material adjustments in the Group’s
financial statements in the following period. As at 31 December 2020, management has identified critical
judgements in respect of presentation of comparatives, revenue recognition, lease accounting, valuation of
goodwill and taxation. In addition, management has identified critical accounting estimates in relation to the
impairment of goodwill and estimation of asset retirement obligations.
Revenue recognition
Revenue recognition under IFRS 15 ‘Revenue from contracts with customers’ necessitates the use of
management judgements to produce financial information. The most significant accounting judgement is
disclosed below.
Gross versus net presentation
If the Group has control of goods or services before they are delivered to a customer, then the Group is the
principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is
considered to be the principal or an agent in the transaction depends on the analysis by management of both
the legal form and substance of the agreement between the Group and its business partners; such judgements
impact the amount of reported revenue and operating expenses (see note 2 “Revenue disaggregation and
segmental analysis”) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement
to determine whether the Group is a principal or an agent include, for example, those where the Group
delivers energy to operator equipment, in which control of energy is not obtained prior to delivery to
customers.
Lease accounting
Lease accounting under IFRS 16 ‘Leases’ necessitates the collation and processing of very large amounts of data
combined with application of management judgements and estimates to produce financial information. The
most significant accounting judgements are disclosed below.
Lessor classification of arrangements as either operating or finance lease
Management judgement is required in determining whether leases where the Group is lessor are classified as
operating or finance leases. This has a significant impact on revenue recognition. Operating lease revenue is
recognised on a straight line basis (or similar) over the lease term, while finance lease income is recognised
largely up front, with interest income recognised over the remainder of the term.
IFRS 16 contains a number of indicators that a lease may be a finance lease. The relevant indicators considered
in the context of the leases of tower space to telecommunication companies were:
• whether the lease term is for the major part of the economic life of the asset;
• whether the present value of payments are substantially all of the fair value of the asset.
Management considered the following factors when assessing lease classification:
• The lease term, is significantly shorter than the useful life of tower assets. Where aged towers are
being used to fulfil the MSA, it is expected that the assets will be maintained rather than replaced;
• High level analysis concluded that the present value of lease payments was not ‘substantially all’ of the
fair value of the tower asset;
• Consideration of the nature of the arrangement, which is more consistent with short term hire
agreement (operating lease) than financing the acquisition of assets (finance lease)
On the basis of the factors considered, Management determined that leases under the MSA should be
classified as operating leases. See note 11 for further details.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Recharged
Nine months ended 31
Ground lease capital
December 2020
Total revenue Adjusted EBITDA expense1 expenditure Adjusted EBITDAaL
€m €m €m €m €m
Germany 280.2 237.0 (62.3) (1.3) 173.4
Spain 121.2 108.8 (54.5) (0.6) 53.7
Greece 8.1 7.1 (2.8) - 4.3
Other European
66.7 57.7 (22.8) - 34.9
Markets
Combined 476.2 410.6 (142.4) (1.9) 266.3
1
Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease
liabilities
The Group measures segment profit using adjusted EBITDA, defined as operating profit before depreciation on
lease-related right of use assets, depreciation, amortisation and gains/losses on disposal for other property,
plant and equipment, and excluding impairment losses, restructuring costs arising from discrete restructuring
plans, other operating income and expense and significant items that are not considered by management to be
reflective of the underlying performance of the Group. A reconciliation of adjusted EBITDA to operating profit is
shown below. For a reconciliation of operating profit to segment profit for the period, see the combined
income statement.
Three months ended 31 Nine months ended 31
December 2020 December 2020
€m €m
Adjusted EBITDA 179.3 410.6
Depreciation on lease-related right of use assets (49.6) (110.1)
Depreciation on other property, plant and equipment (22.1) (50.9)
Operating profit 107.6 249.6
The Group also measures segment performance using Adjusted EBITDAaL, calculated as adjusted EBITDA less
recharged capital expenditure revenue, and after depreciation on lease-related right of use assets and
deduction of interest on leases.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Revenue disaggregation
The Group generates revenue based on the different services it offers. The Group earns the vast majority of its
revenue based on long-term contracts with Vodafone and other Mobile Network Operators (“MNO”) on Macro
Sites. Macro Sites are the physical infrastructure, either ground-based or located on the top of a building,
where communications equipment is placed to create a cell in a mobile network. Macro Site revenue
represents revenue earned from renting space and providing services to customers on Macro Sites. Fees are
charged on a per Site basis, except in the case of certain Active Sharing Arrangements in Spain and Portugal
pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites.
The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services
to its customers. Other rental revenue (DAS/Small Cell) represents revenue earned from renting space and
providing services to tenants on DAS/Small Cell Sites. Recharged capital expenditure revenue includes direct
recharges to tenants of capital expenditure in connection with upgrades to existing Sites. Recharged capital
expenditure revenue is recognized over the term of the associated Vodafone MSA, resulting in deferred income
recognition. €1.5m of recharged capital expenditure revenue was generated during the 3 months ended
December 31, 2020; however, upgrade revenue is expected to increase over time as the Vodafone MSAs have
come into force.
Revenue reported for the year includes revenue from contracts with customers, comprising service revenue as
well as other revenue items including energy revenue and other income items such as the infrastructure
upgrade revenue. Lease revenue is revenue recognized under IFRS 16 “Leases”. The table below disaggregates
the Group’s revenue into the various categories.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Included in total revenue are revenues which arose from sales to the Group’s largest customer Vodafone Group
Plc (see note 8). No other single customers contributed 10 per cent or more to the Group’s revenue in the 3
month or 9 month periods to 31 December 2020.
The total future revenue from the Group’s contracts with customers with performance obligations not satisfied
at 31 March 2020 is €4,676.0 million; of which €633.9 million is expected to be recognised within the next year
with the remainder to be recognised in future years over the term of the customer agreements.
3. Operating profit
Detailed below are the significant amounts recognised in arriving at operating profit:
Three months Nine months
ended 31 ended 31
December 2020 December 2020
€m €m
Net foreign exchange losses/(gains) - -
Depreciation on lease-related right of use assets 49.6 110.1
Depreciation on other property, plant and equipment 22.1 50.9
Maintenance costs 10.1 20.6
Energy costs 4.5 11.1
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
4. Staff costs
The cost incurred in respect of employees (including Directors) was:
Three months Nine months
ended 31 ended 31
December 2020 December 2020
€m €m
Wages and Salaries 5.6 10.3
5. Income taxes
Accounting policies
Income tax expense represents the sum of current and deferred taxes.
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the income statement because some items of income or expense are taxable or deductible in
different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using
tax rates and laws that have been enacted or substantively enacted by the reporting period date.
The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result
of a past event and management judge that it is probable that there will be a future outflow of economic
benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an
issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most
likely outcome where the issues are binary, or the expected value approach where the issues have a range of
possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any
penalties, if applicable, as part of the income tax expense.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences
between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. It is accounted for using the statement of financial 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 temporary differences or taxable profits
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
(other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect
changes in the Group’s assessment that sufficient taxable profits 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 realised, based on tax rates that have been enacted or substantively enacted by the reporting period
date.
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 either relate to income taxes levied by the same taxation authority on
either the same taxable entity or on different taxable entities which intend to settle the current tax assets and
liabilities on a net basis.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
A net deferred tax asset of €24.5m was acquired by the Group as part of the transfers of the local market tower
businesses in this period. Of the acquired €24.5m net deferred tax asset, €44.9m relates to tax losses carried
forward in Vantage Germany. The remaining acquired deferred tax balances which net to a deferred tax
liability of €20.4m relates to temporary differences arising on fixed assets, leases, and provisions held by the
Group.
The deferred tax charge mainly relates to the utilisation of tax losses in Germany.
The German tower business was transferred to the Group on 25 May 2020. However, for German tax purposes
this transfer applies retroactively from 30 September 2019. In the period to 25 May 2020, the business
generated tax losses as Vantage only generated third-party income. On the date of migration of the business in
May, Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income
source. A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the
basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31
March 2021 and 2022 on which the losses can be utilised to offset for tax purposes.
The Spanish towers business has unused tax losses of €187.6 million which are available to offset against the
future profits of the business and do not expire. The Spanish Towers business remains a member of Vodafone's
Spanish tax group at the balance sheet date and, due to the early stage of the IPO process together with local
tax law criteria, it is uncertain whether the Spanish Towers business will leave the tax group in the near future.
Due to this, together with the tax group's history of losses and the trading environment the spanish tax group
operates in, no deferred tax asset is recognised for these tax losses.
Goodwill is initially recognised at the Vodafone Group carrying value immediately prior to demerger of each
tower business and is subsequently measured at this value less any accumulated impairment losses. Goodwill is
not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be
required.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Impairment losses
Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication
that the asset may be impaired.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately
identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating
units is primarily based on the country where the Group’s towers assets are located.
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Impairment losses recognised for goodwill are not reversible in subsequent periods.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
The goodwill in the Group represents the excess of the cost of historical acquisitions by Vodafone over the fair
value of the acquired net assets which arose primarily due to synergies expected to be made at the time of
those acquisitions.
As at 31 December 2020, the Group’s goodwill is not required to be assessed for impairment through the
annual impairment test. Management have not identified any impairment indicators that would require an
impairment test.
See note 2 for details of the revenue and profit or loss of the cash generating units from the date of demerger
from Vodafone.
Included within the amounts outstanding at the reporting date is a net €1,678.4m payable in relation to the
Group’s cash management activities with subsidiaries of Vodafone Group Plc. This consists of the following
amounts:
€m €m
Receivables due from subsidiaries of Vodafone Group Plc:
Thereof: Cash deposits held with related parties 923.9 114.7
(2,602.3) (110.8)
Net (payable)/receivables due (to)/from subsidiaries of Vodafone
Group Plc in relation to the Group’s cash management activities: (1,678.4) 3.9
On 20 November 2020, the Company entered into a €3.0bn loan facility agreement with Vodafone Investments
Luxembourg S.à.r.l. (“VIL”). On 17 December 2020, the Company drew a loan of €2.3bn from this facility. The
loan has a termination date of 1 December 2021 and interest is charged on the drawn down amount equal to
EURIBOR + 1.05%. The Company has the unilateral right to extend the loan facility until 1 December 2022,
however this is classified as a short term loan due to the current intention of management to refinance within
12 months of the balance sheet date.
During the period, other property, plant and equipment of €7.1m and intangible assets of €2.8m were
transferred to the Group from subsidiaries of Vodafone Group Plc representing the cost of those assets at the
date of transfer.
Interest expense of €2.4m was incurred on the long term borrowings from related parties.
The Group’s receivables and payables due from as well as to related parties are financial assets and financial
liabilities recorded at amortised cost. The receivables due from related parties is measured after allowances for
future expected credit losses, see note 14 “Capital and financial risk management” for more information on
credit risk.
Receivables due from related parties are unsecured, have no fixed date of repayment and are repayable on
demand.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Compensation for key management was paid by members of the Group and subsidiaries of Vodafone Group
Plc.
The carrying amounts of trade and other payables approximate their fair value.
11. Leases
Accounting policies
As a lessee
When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is
recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-
of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus
any initial direct costs incurred in entering the lease and less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis from the commencement date to the end of the
reasonably certain lease term, unless the useful life of the right-of-use asset is shorter than reasonable certain
lease term, in which case are depreciated over the asset’s useful life. The lease term is the non-cancellable
period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension
options (see below). The useful life of the asset is determined in a manner consistent to that for other
property, plant and equipment (as described in note 7). If right-of-use assets are considered to be impaired, the
carrying value is reduced accordingly.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
In more than one year but less than two years 274.2 191.0
In more than two years but less than five years 733.9 558.6
Analysed as:
€m €m €m €m €m €m €m
The Group has no material lease income arising from variable lease payments.
12. Provisions
A provision is a liability recorded in the statement of financial position, where there is uncertainty over the
timing or amount that will be paid, and is therefore often estimated. The main provisions held by the Group are
in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to
their original condition at the end of the lease.
Accounting policies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the
expenditure required to settle the obligation at the reporting date and are discounted to present value where
the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where
settlement is expected more than 12 months from the reporting date.
Asset retirement obligations
In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to
have costs associated with decommissioning. The associated estimated cash outflows are substantially
expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in
nature. The discount rate applied to calculate the net present value of the cash outflows relating to asset
retirement obligation is based on the risk free rate.
Other provisions
Other provisions comprise various amounts including those for restructuring costs. The associated cash
outflows for restructuring costs are primarily less than one year.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Unwinding of discounting - - -
Summarised financial information for the Group’s joint venture on a 100% ownership basis is set out below.
The shareholding in INWIT was transferred to the Group on 19 November 2020. The cost of investment
recognised in the statement of financial position represents the net asset value of €2,916.6m at that date with
the Group being entitled to a share of its net income from 19 November 2020 until the period end of 31
December 2020.
Information in relation to the 3 month period to 31 December 2020 has not been released at the date of
approval of these financial statements and as such is market sensitive for INWIT. Therefore reported results for
INWIT for the 3 months ended 30 September 2020, being the most recently available publically information has
been used with adjustments being made for the effects of any significant events or transactions occurring
between the accounting period ends.
In addition following the merger between INWIT and Vodafone Towers Italy and the subsequent acquisition of
shares in INWIT, a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted
in, inter alia, a step up in PPE and intangible asset values and a corresponding increase in depreciation and
amortisation charges. The resulting additional expenses from the purchase price allocation and the associated
tax effect are included within the reported results for INWIT for the 3 months ended 30 September 2020.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Revenue 87.0
Operating expenses (6.4)
Operating profit or loss before amortization, depreciation, capital gains/(losses) and reversals/ (write-downs) of non-current 80.6
assets (EBITDA)
Amortization, depreciation, capital gains/(losses) on disposals and write-downs of non-current assets (62.1)
Operating profit (EBIT) 18.5
Finance income -
Finance expense (9.6)
Profit before taxation 8.9
Taxation (2.9)
Profit for the period 6.0
16. Acquisitions
This note provides details of the acquisitions during the period as well as those in the prior period.
On July 24, 2020, Vodafone Europe BV (“VEBV”) entered into an agreement with Crystal Almond S.à.r.l.
(“Crystal Almond”), the controlling shareholder of Wind Hellas Telecommunications S.A. (“Wind Hellas”), for
Vodafone-Panafon Hellenic Telecommunications Company S.A. (“Vodafone Greece”) and Wind Hellas to
partially demerge and subsequently contribute their tower businesses into Vantage Towers Greece, a jointly
owned entity controlled by VEBV.
Vodafone Greece transferred its Passive Infrastructure business to Vodafone Greece Towers S.A. (“Vodafone
Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November 17,
2020. In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo,
Vodafone Greece’s shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo. Wind
Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member S.A. (“Wind
Hellas Greek TowerCo”) by way of a notarial deed dated November 6, 2020, with legal effect from November
17, 2020. In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo,
Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo.
On December 18, 2020, Vantage Towers Greece was incorporated. On December 21, 2020, VEBV and Crystal
Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo, respectively,
to Vantage Towers Greece. Following the contribution, VEBV and Crystal Almond were issued 62% and 38%
shareholdings in Vantage Towers Greece, respectively.
On December 22, 2020, VEBV transferred its shares in Vantage Towers Greece to CTHC, and VEBV, CTHC,
Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned
to CTHC a call option (the “Vantage Towers Greece Call Option”) to acquire the remaining 38% of Vantage
Towers Greece from Crystal Almond.
Vodafone Greek TowerCo is included in the combined financial statements using pooling of interest method.
Wind Hellas Greek TowerCo was acquired in a business combination using the acquisition method, in line with
IFRS 3.
The primary reason for the business combination was to acquire a fully integrated nationwide network in
Greece that is underpinned by secure, long-term contractual arrangements with a high-quality customer base.
Consideration paid was 38% of the equity interest in Vodafone Towers Greece (with a fair value of €178m) plus
cash of €25m. The fair value of the equity interest was measured by calculating its enterprise value of
Vodafone Towers Greece by reference to its discounted cash flows. The amount of the non-controlling interest
recognised at the acquisition date was €55.1m measured as a share of net assets.
As the acquisition occurred on 22 December 2020, the table below sets out the provisional accounting for the
transaction as a full purchase price allocation has yet to be completed. These provisional values will be
adjusted in the Group’s next set of financial statements.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
Reorganisation
Effective on January 14, 2021, Vodafone Group Plc completed the process by which Vantage Towers was
established. Prior to that date, Vodafone Europe B.V. (“VEBV”), an indirect 100% subsidiary of Vodafone Group
Plc, held all of the share capital of Central Tower Holding Company B.V. (“CTHC”), Vantage Towers Ireland,
Vantage Towers Portugal, Vantage Towers Czechia Republic, Vantage Towers Hungary, and Vantage Towers
Spain. VEBV held 99.99% of all shares in Vantage Towers Romania, 33.2% of all shares in INWIT and 62% of all
shares in Vantage Towers Greece. Vodafone Ltd (“Vodafone UK”) held 50% of all shares in Cornerstone. VEBV
contributed all of the shares in Vantage Towers Ireland, Vantage Towers Portugal, Vantage Towers Czechia
Republic, Vantage Towers Hungary, Vantage Towers Spain, Vantage Towers Romania, 62% of the shares in
Vantage Towers Greece and INWIT to CTHC. CTHC acquired all of the shares in Cornerstone held by Vodafone
UK.
Vantage Towers AG, Düsseldorf (formerly from 16 July 2020 until 26 January 2021: Vantage
Towers GmbH; from 5 December 2019 until 15 July 2020: Vodafone Towers Germany GmbH)
Notes to the condensed combined interim financial statements
For the three months ended 31 December 2020
On January 14, 2021, CTHC acquired Vodafone UK’s 50% shareholding in Cornerstone by way of a share
purchase agreement dated January 6, 2021. This will be accounted for going forwards using the pooling of
interests method.