1. Basic information on the Group
The Group’s parent company (hereinafter also referred to as “HHLA” or “the HHLA Group”) is Hamburger Hafen und Logistik Aktiengesellschaft, Bei St. Annen 1, 20457 Hamburg, Germany (HHLA AG), registered in the Hamburg Commercial Register under HRB 1902. The holding company above the Group is HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV).
The object of the company is, first and foremost, to manage and participate in companies which are active in the provision of services in the areas of transport and logistics, particularly in the economic sectors of sea transport and hinterland traffic, as well as in the acquisition, maintenance, sale, lease, management and development of real estate, and particularly real estate in Hamburg’s historical Speicherstadt warehouse district and its fish market. In order to support the core area of business described, the company is also authorised to offer and perform services, and to develop and manufacture products, systems, installations and solutions (including software), as well as associated applications, both in this area of business and in the additive manufacturing business and information technology as well as related fields. Moreover, the company is authorised to carry out all auxiliary transactions and ancillary business related to the object of the company.
Since 1 January 2007, the Group has consisted of the Port Logistics subgroup (A division) and the Real Estate subgroup (S division). The part of the Group that deals with the property in Hamburg’s Speicherstadt historical warehouse district and Fischmarkt Hamburg-Altona GmbH is allocated to the Real Estate subgroup (S division). All other parts of the company are allocated together to the Port Logistics subgroup (A division). Individual financial statements are prepared for each division to determine the shareholders’ dividend entitlements; these, in line with the company’s articles of association, form part of the Notes to the Annual Financial Statements of the parent company.
On 13 September 2023, Port of Hamburg Beteiligungsgesellschaft SE (the “bidder”), a wholly-owned indirect subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), notified HHLA of its decision to submit a voluntary public takeover bid in relation to the class A shares. A total of 69.3 % of the class A shares (equal to 50,215,336 class A shares) were, at that time, held by HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and 30.7 % (equal to 22,299,602 class A shares) were in free float. The takeover bid was made in the form of a cash offer in return for payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. In relation to this, the bidder stated that MSC and the Free and Hanseatic City of Hamburg (FHH) entered into a binding agreement on 13 September 2023 in connection with the takeover bid, which establishes the basic parameters and terms of the takeover bid as well as the mutual intentions and understandings of the parties with respect to the company.
Moreover, a binding preliminary contract for a Business Combination Agreement was concluded on 5 November 2023 between HHLA, the bidder and its sole shareholder at the time, SAS Shipping Agencies Services S.à r.l. (SAS), as well as HGV, that sets out the common understanding of the key points regarding the long-term preservation of HHLA and its business model and contains key commitments vis-à-vis HHLA.
In a joint reasoned opinion as per Section 27 of the German Securities and Takeover Act (WpÜG) on the takeover bid, dated 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended that the shareholders accept the bid.
On 12 December 2023, an announcement was made that, by the end of the extended acceptance period on 7 December 2023, the bidder had been proffered 9.7 % of the class A shares in free float. As of 31 December 2023, the bidder now holds a total of 12.4 % of the HHLA nominal capital in shares acquired on the market.
Information concerning the segments in which the HHLA Group operates is provided in Note 44.
When determining the shareholders’ dividend entitlements, the expenses and income of HHLA which cannot be attributed directly to one subgroup are divided between the two subgroups according to their share of revenue. All transfer pricing for services between the two subgroups is carried out on an arm’s-length basis. Interest must be paid at market rates on liquid funds exchanged between the two subgroups. A notional taxable result is calculated for each subgroup to allocate the taxes paid. The resulting notional tax payment represents the amount of tax which would have been paid had each of the subgroups been separately liable for tax.
To illustrate the results of the operations, net assets and financial position of the subgroups, the annex to these Notes contains the income statement, the statement of comprehensive income, the balance sheet, the cash flow statement and the statement of changes in equity for each subgroup.
HHLA’s consolidated financial statements for the 2023 financial year were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as applicable in the European Union. The provisions contained in Section 315e (1) of the German Commercial Code (HGB) were also taken into account along with additional commercial law regulations. The IFRS requirements have been met in full and result in a true and fair view of the results of operations, net assets and financial position of the Group.
For the most part, the accounting and valuation policies, as well as the notes and disclosures regarding the consolidated financial statements for the 2023 financial year are based on the same accounting and valuation principles used for the 2022 consolidated financial statements. Exceptions are the effects of new IFRS accounting standards stated in Note 5. Use of the latter became mandatory for the Group on 1 January 2023. The accounting and valuation principles applied are explained in Note 6.
The financial year as reported by HHLA and its consolidated subsidiaries is the calendar year. The consolidated financial statements and the disclosures in the Notes have been prepared in euros. Unless otherwise stated, all amounts are in thousands of euros (€ thousand). Due to the use of rounding procedures, it is possible that some figures may not add up to the stated sums.
These HHLA consolidated financial statements for the financial year ending 31 December 2023 were approved by the Executive Board on 26 February 2024 for presentation to the Supervisory Board. It is the Supervisory Board’s responsibility to examine the consolidated financial statements and to state whether or not it approves them.