Notes on the reporting
As of 31 March 2023, HHLA’s group of consolidated companies was expanded to include Survey Compass GmbH, Treben, Germany, which was acquired on 17 January 2023 and has been assigned to the Logistics segment, and Adria Rail d.o.o., Rijeka, Croatia, which was acquired on 2 March 2023 and has been assigned to the Intermodal segment. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.
On 19 June 2023, HHLA AG and Grand Dragon Investment Enterprise Limited, Hong Kong, China, a subsidiary of COSCO SHIPPING Ports Limited, Hong Kong, China (CSP), signed a share purchase agreement for a non-controlling interest of 24.99 % in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT), a formerly wholly-owned subsidiary of HHLA AG. The date of the sale was 20 June 2023. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.
HHLA PLT Italy S.r.l., Trieste, Italy (PLT) had the option of expanding its existing infrastructure by 17 June 2023. In conjunction with this, HHLA had an opportunity to successively increase its interest by acquiring the shares of former shareholders at a set purchase price in connection with further capital increases. The Supervisory Board of HHLA AG agreed to the exercise of this option on 21 March 2023. No binding notification of the exercise of this option was made by the end of the option period. In addition to the aforementioned agreement to acquire further shares in PLT from former shareholders, PLT signed a share purchase and transfer agreement to acquire shares in Logistica Giuliana S.r.l., Trieste, Italy (LG) on 31 July 2023. The company was consolidated for the first time on the acquisition date of these shares, 14 December 2023. With this transaction, the interest held by HHLA International GmbH, Hamburg (HIG), in PLT increased from 50.01 to 75.00 %. LG has been assigned to the Container segment and was included in HHLA’s consolidated group for the first time on 31 December 2023. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group. Due to further options, HHLA has the opportunity to increase its interest by acquiring the remaining shares of the former shareholders.
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 held at the time 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 against payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. Furthermore, the bidder stated that in connection with the takeover offer, MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement on 13 September 2023, which sets forth the basic parameters and terms of the takeover offer as well as the mutual intentions and understandings of the parties with respect to the company.
In addition, 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 Sàrl (“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 statement 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, it was published that, by the end of the extended acceptance period on 7 December 2023, the bidder had been tendered 9.7 % of the class A shares in free float. As of 31 December 2023, the bidder also held shares acquired on the market amounting to 12.4 % of HHLA’s share capital.
Due to the high level of flexibility required in the sector, handling and transport services are not generally ordered or guaranteed months in advance. Consequently, order backlogs and order trends do not serve as reporting indicators as they do in other industries.
The 2023 consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) applicable in the European Union, taking into consideration the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The Group management report was prepared in line with the requirements of German Accounting Standard no. 20 (GAS 20).