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Financial assets and liabilities | 6 Months Ended
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Jun. 30, 2025
Financial assets and liabilities |
Financial assets and liabilities | 10. Financial assets and liabilities At June 30, 2025, the Group’s net debt and available liquidity was as set out below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Maximum |  | Final |  | ​ |  | ​ |  | ​ |  | ​
​ | ​ | ​ | ​ | amount | ​ | maturity | ​ | Facility | ​ | ​ | ​ | ​ | ​ | Available
Facility | ​ | Currency | ​ | drawable | ​ | date | ​ | type | ​ | Amount drawn | ​ | liquidity
​ | ​ | ​ | ​ | Local | ​ | ​ | ​ | ​ | ​ | Local |  | ​ | ​ | ​
​ | ​ | ​ | ​ | currency | ​ | ​ | ​ | ​ | ​ | currency | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | m | ​ | ​ | ​ | ​ | ​ | m | ​ | $'m | ​ | $'m
2.000% Senior Secured Green Notes |  | EUR |  | 450 |  | 01-Sep-28 | ​ | Bullet |  | 450 |  | 527 | ​ | —
3.250% Senior Secured Green Notes | ​ | USD | ​ | 600 | ​ | 01-Sep-28 | ​ | Bullet | ​ | 600 | ​ | 600 | ​ | —
6.000% Senior Secured Green Notes | ​ | USD | ​ | 600 | ​ | 15-Jun-27 | ​ | Bullet | ​ | 600 | ​ | 600 | ​ | —
3.000% Senior Green Notes | ​ | EUR | ​ | 500 | ​ | 01-Sep-29 | ​ | Bullet | ​ | 500 | ​ | 586 | ​ | —
4.000% Senior Green Notes | ​ | USD | ​ | 1,050 | ​ | 01-Sep-29 | ​ | Bullet | ​ | 1,050 | ​ | 1,050 | ​ | —
Senior Secured Term Loan | ​ | EUR | ​ | 269 | ​ | 24-Sep-29 | ​ | Bullet | ​ | 269 | ​ | 316 | ​ | —
Global Asset Based Loan Facility | ​ | USD | ​ | 333 | ​ | 06-Aug-26 | ​ | Revolving | ​ | — | ​ | — | ​ | 333
Bradesco Facility | ​ | BRL | ​ | 500 | ​ | 30-Sep-28 | ​ | Bullet | ​ | — | ​ | — | ​ | 91
Lease obligations |  | Various |  | — |  | Various | ​ | Amortizing |  | — |  | 370 | ​ | —
Other borrowings |  | Various |  | — |  | Rolling | ​ | Amortizing |  | — | ​ | 36 | ​ | —
Total borrowings |  |  |  |  |  |  |  |  |  | ​ |  | 4,085 |  | 424
Deferred debt issue costs |  |  |  |  |  |  |  |  |  | ​ |  | (24) | ​ | —
Net borrowings |  |  |  |  |  |  |  |  |  | ​ |  | 4,061 | ​ | 424
Cash, cash equivalents and restricted cash |  |  |  |  |  |  |  |  |  | ​ |  | (256) |  | 256
Derivative financial instruments used to hedge foreign currency and interest rate risk | ​ | ​ | ​ | 46 | ​ | —
Net debt / available liquidity |  |  |  |  |  |  |  |  |  | ​ |  | 3,851 | ​ | 680
​ The fair value of the Group’s total borrowings, excluding lease obligations at June 30, 2025, is $3,489 million (December 31, 2024: $3,215 million). A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as the incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. ​ The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2024 the Group’s net debt and available liquidity was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Maximum |  | Final |  | ​ |  | ​ |  | ​ |  | ​
​ | ​ | ​ | ​ | amount | ​ | maturity | ​ | Facility | ​ | ​ | ​ | ​ | ​ | Available
Facility | ​ | Currency | ​ | drawable | ​ | date | ​ | type | ​ | Amount drawn | ​ | liquidity
​ | ​ | ​ | ​ | Local | ​ | ​ | ​ | ​ | ​ | Local |  | ​ | ​ | ​
​ | ​ | ​ | ​ | currency | ​ | ​ | ​ | ​ | ​ | currency | ​ | $'m | ​ | $'m
​ | ​ | ​ | ​ | m | ​ | ​ | ​ | ​ | ​ | m | ​ | ​ | ​ |
2.000% Senior Secured Green Notes |  | EUR |  | 450 |  | 01-Sep-28 | ​ | Bullet |  | 450 |  | 468 | ​ | —
3.250% Senior Secured Green Notes | ​ | USD | ​ | 600 | ​ | 01-Sep-28 | ​ | Bullet | ​ | 600 | ​ | 600 | ​ | —
6.000% Senior Secured Green Notes | ​ | USD | ​ | 600 | ​ | 15-Jun-27 | ​ | Bullet | ​ | 600 | ​ | 600 | ​ | —
3.000% Senior Green Notes | ​ | EUR | ​ | 500 | ​ | 01-Sep-29 | ​ | Bullet | ​ | 500 | ​ | 519 | ​ | —
4.000% Senior Green Notes | ​ | USD | ​ | 1,050 | ​ | 01-Sep-29 | ​ | Bullet | ​ | 1,050 | ​ | 1,050 | ​ | —
Senior Secured Term Loan | ​ | EUR | ​ | 269 | ​ | 24-Sep-29 | ​ | Bullet | ​ | 269 | ​ | 280 | ​ | —
Global Asset Based Loan Facility | ​ | USD | ​ | 272 | ​ | 06-Aug-26 | ​ | Revolving | ​ | — | ​ | — | ​ | 272
Bradesco Facility | ​ | BRL | ​ | 500 | ​ | 30-Sep-28 | ​ | Bullet | ​ | — | ​ | — | ​ | 81
Lease obligations |  | Various |  | — |  | Various | ​ | Amortizing |  | — |  | 374 | ​ | —
Other borrowings |  | Various |  | — |  | Rolling | ​ | Amortizing |  | — | ​ | 42 | ​ | —
Total borrowings |  |  |  |  |  |  |  |  |  | ​ |  | 3,933 |  | 353
Deferred debt issue costs |  |  |  |  |  |  |  |  |  |  |  | (31) | ​ | —
Net borrowings |  |  |  |  |  |  |  |  |  |  |  | 3,902 | ​ | 353
Cash, cash equivalents and restricted cash |  |  |  |  |  |  |  |  |  |  |  | (610) |  | 610
Derivative financial instruments used to hedge foreign currency and interest rate risk | ​ | ​ | ​ | 13 | ​ | —
Net debt / available liquidity |  |  |  |  |  |  |  |  |  |  |  | 3,305 | ​ | 963
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
The maturity profile of the Group’s net borrowings is as follows: ​
​ | ​ | ​ | ​ | ​
​ | ​ | At June 30, | ​ | At December 31,
​ |  | 2025 |  | 2024
​ | ​ | $'m | ​ | $'m
Within one year or on demand |  | 112 | ​ | 105
Between one and three years |  | 757 | ​ | 755
Between three and five years |  | 3,177 | ​ | 3,017
Greater than five years |  | 39 | ​ | 56
Total borrowings |  | 4,085 |  | 3,933
Deferred debt issue costs | ​ | (24) | ​ | (31)
Net borrowings | ​ | 4,061 | ​ | 3,902
​ Earnout Shares and Private and Public Warrants ​ Please refer to note 12 for further details about the recognition and measurement of the Earnout Shares as well as the Private and Public Warrants. ​ Financing activity ​ The decrease in lease obligations from $374 million at December 31, 2024 to $370 million at June 30, 2025, primarily reflects $51 million of principal repayments, partly offset by $4 7 million of new lease liabilities and foreign currency movements in the six months ended June 30, 2025. ​ At June 30, 2025, the Group had cash drawings of $nil (December 31, 2024: $nil) on the Global Asset Based Loan Facility, which has a maximum cash capacity of $3 55 million when sufficient working capital is available to fully collateralize the facility. Working capital collateralization limited the available borrowing base to $3 33 million at June 30, 2025. ​ Fair value methodology There has been no change to the fair value hierarchies for determining and disclosing the fair value of financial instruments. Fair values are calculated as follows:
(i) | Senior Secured Green and Senior Green Notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs.
(ii) | Global Asset Based Loan Facility, Senior Secured Term Loan and Other borrowings – the fair values of the borrowings in issue are based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs.
(iii) | Cross currency interest rate swaps (“CCIRS”) – the fair value of the CCIRS are based on quoted market prices and represent Level 2 inputs.
(iv) | Commodity and foreign exchange derivatives – the fair value of these derivatives are based on quoted market prices and represent Level 2 inputs.
(v) | Earnout Shares, Private and Public Warrants – the fair values of the Earnout Shares and Private Warrants are based on valuation techniques using an unobservable volatility assumption which represents Level 3 inputs, whereas the fair value of the Public Warrants is based on an observable market price and represents a Level 1 input.
(vi) | Virtual power purchase agreement – the fair value of the embedded derivative (floor price) in the virtual power purchase agreement is based on a valuation technique using an unobservable volatility assumption which represents a Level 3 input.
Cross currency interest rate swaps ​ The Group hedges certain of its borrowing and interest payable thereon using CCIRS, with a net current liability position at June 30, 2025 of $4 6 million (December 31, 2024: $13 million). ​ Net investment hedges in foreign operations ​ The Group has designated $2 91 million (2024: $350 million) of its 6.000% Senior Secured Green Notes due 2027 as a net investment hedge. A gain of $41 million (2024: loss of $11 million) was recognized in relation to this hedge in the Consolidated Statement of Comprehensive Income for the six months ended June 30, 2025. ​ Forward foreign exchange contracts ​ The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. Certain forward contracts are designated as cash flow hedges for accounting purposes. ​ The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $nil; no premium is paid or received. ​ Virtual Power Purchase Agreement ​ As part of our sustainability strategy to achieve our climate targets, the Group entered into a virtual power purchase agreement (“vPPA”) in July 2024. The renewable energy generation facility underlying the agreement is managed by the operator. The Group has no rights of determination or control over the use of the facilities. The benefit accruing from the virtual power purchase agreement is the Group receives certificates as proof of origin of electricity from renewable energies, and in return pays a quarterly financial flow to the developer if the respective spot electricity price falls below an agreed floor price. ​ The valuation applied a Black Scholes model, using a key data input for the risk-free rate of 2.0% (December 31, 2024: 2.1%), with an estimated volatility of 3 1% (December 31, 2024: 31%). The estimated fair market value at June 30, 2025 was a liability of $4 million (December 31, 2024: asset of $2 million), which has been reflected within non-current derivative financial instruments, representing the value of the certificates to be received by the Group and the option value of the agreed floor price. An increase or decrease in volatility of 5% would not result in a material change to the fair market value as at June 30, 2025.

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