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View Annual Report Annual Report FOR THE YEAR ENDED 31 DECEMBER 2015 BBGI SICAV S.A. www.bb-gi.com Registre de Commerce et des Sociétés Luxembourg: B163879 CAUTIONARY STATEMENT The “Review Section” of this report, which includes the Company By their nature, forward-looking statements involve risks and Overview, the Chairman’s Statement and the Report of the uncertainties because they relate to events and depend on Management Board, has been prepared solely to provide additional circumstances that may or may not occur in the future. Forward- information to shareholders to assess the Group’s strategies and the looking statements are not guarantees of future performance. potential for those strategies to succeed. This additional information The Company’s actual investment performance, results of should not be relied on by any other party or for any other purpose. operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the The Review Section may include statements that are, or may be impression created by the forward-looking statements contained in deemed to be, “forward-looking statements”. These forward- this document. looking statements can be identified by the use of forward- looking terminology, including the terms “believes”, “estimates”, Subject to their legal and regulatory obligations, the Management “anticipates”, “forecasts”, “projects”, “expects”, “intends”, “may”, and Supervisory Boards expressly disclaim any obligations to update “will” or “should” or, in each case, their negative or other variations or revise any forward-looking statement contained herein to reflect or comparable terminology. any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is These forward-looking statements include matters that are not based. historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs In addition, the Review Section may include target figures for future or current expectations of the Management and Supervisory financial periods. Any such figures are targets only and are not Boards concerning, amongst other things, the investment forecasts. objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, This report has been prepared for the Group as a whole and prospects, and distribution policy of the Company and the markets therefore gives greater emphasis to those matters that are significant in which it invests. to BBGI SICAV S.A. and its subsidiaries when viewed as a whole. KICKING HORSE CANYON, CANADA TABLE OF CONTENTS COMPANY OVERVIEW 2 FINANCIAL AND OPERATIONAL HIGHLIGHTS 3 CHAIRMAN’S STATEMENT 4 BOARD MEMBERS 5 INVESTMENT POLICY AND OBJECTIVES 8 INVESTMENT PORTFOLIO 10 REPORT OF THE MANAGEMENT BOARD 16 • Business Review 16 • Valuation 25 • Financial Results 32 • Market Development 38 GOVERNANCE 42 • Administration 43 • Remuneration 44 • The Board of Directors 48 • Committees of the Supervisory Board 52 • Risk and Risk Management 54 AUDIT COMMITTEE REPORT 59 MANAGEMENT BOARD RESPONSIBILITIES STATEMENT 61 INDEPENDENT AUDITOR’S OPINION 62 FINANCIAL STATEMENTS UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS • Consolidated Income Statement 64 • Consolidated Statement of Comprehensive Income 65 • Consolidated Statement of Financial Position 66 • Consolidated Statement of Changes in Equity 67 • Consolidated Statement of Cash Flows 68 • Notes to the Consolidated Financial Statements 69 • Company Statement of Comprehensive Income 111 • Company Statement of Financial Position 112 • Company Statement of Changes in Equity 113 • Company Statement of Cash Flows 114 • Notes to the Company Financial Statements 115 BOARD MEMBERS, AGENTS & ADVISERS 130 COMPANY OvErvIEW KEY CHARACTERISTICS AS AT 31 DECEMBER 2015 The Company Portfolio BBGI SICAV S.A. (“BBGI”, or the “Company” or, together with its • Global, geographically diversified portfolio with strong yield characteristics, consolidated subsidiaries, the “Group”) contracted government-backed revenue streams, inflation-linked returns and long-term contracts Regulator • 38 projects with a fair market value of £504.8 million independently reviewed Commission de Surveillance du Secteur Financier (“CSSF”) • Weighted average concession length of 23.7 years Legal Form • Weighted average debt maturity is 19.2 years • Diverse asset mix with focus on lower risk, availability-based road projects An investment company incorporated in Luxembourg in the form of a • 96% of assets by value operational. Mix of social infrastructure, which public limited company (société anonyme) with variable share capital represents 62% of the portfolio value, and availability-based roads (société d’investissement à capital variable, or “SICAV”) and regulated infrastructure which represents 38% by the CSSF under Part II of the Luxembourg law of 17 December • Assets by value located 41% UK, 26% Canada, 20% Australia, 9% 2010 on undertakings for collective investments with an indefinite life. Continental Europe and 4% USA Shares • Stable cash flows with inflation-protection characteristics Sterling denominated ordinary of no par value • Potential for upside through active management of the portfolio IN issuE 430,393,003 Management • Internally managed with experienced PPP/PFI PRICE AT 31.12.15 £1.2925 per share in-house management team ISA, PEP AND Eligible for PEPs/ISAs inclusion (subject • Experienced and independent Supervisory Board SIPP STATUS to applicable subscription limits) • Strong governance model and alignment of interests between provided purchased in open market. management team and shareholders Permissible assets for SIPPs • Management team remunerated through long-term and short-term Market Capitalisation incentive plans that prioritise total shareholder returns and net asset value £556.3 million at 31 December 2015 per share, rather than increasing assets under management • Management team fully committed to management of Company and has Investment Basis NAV no competing interest 111.5 pence per share • No fees payable to external manager (e.g. no fund management or acquisition fees) Target Dividend Yield • Ongoing charges percentage of 0.96% of average undiluted NAV for the Minimum 6.00 pence per share per annum dividend targeted from year includes all internal and external recurring costs 2015 onwards 1 Gearing Target IRR • Prudent use of leverage with maximum ratio of 33% of portfolio value 7%–8% on the £1 IPO issue price 1 • No structural gearing • £80 million credit facility in place with access to a further £100 million Investment Policy accordion tranche • Infrastructure assets – Public Private Partnership (PPP)/Private Finance Initiative (PFI) or equivalent Discount Management • Largely operational assets and availability based revenues • Able to make discretionary share repurchases through market purchases or • Public sector or government-backed counterparties with diverse tender offers risk profiles • Next continuation vote at 2017 annual general meeting and every second • Single asset target limit of 20% of portfolio value, subject to year thereafter 25% maximum 2 • Construction assets limited to maximum 25% of portfolio Website • Demand based assets limited to maximum 25% of portfolio • www.bb-gi.com 1 Targets only and not profit forecasts. No assurances given that targets will be met. 2 It is intended that when any new acquisition is made, the investment acquired does not have an acquisition value greater than 20% of the portfolio value of the Company immediately post-acquisition, but subject to an absolute maximum of 25%. 2 BBGI SICAV S.A. FINANCIAL AND OPERATIONAL HIGHLIGHTS • 3.13% increase in net asset value on an investment basis (“Investment Basis NAV”) 3 to £479.84 million as at 31 December 2015 (£465.29 million – 31 December 2014). • Investment Basis NAV per share of 111.5 pence as at 31 December 2015 (109.2 pence – 31 December 2014) which represents an increase of 2.05%. • During the year the Board increased the dividend target. 2015 interim dividend of 3.00 pence per share paid on 29 October 2015 and further dividend of 3.00 pence per share proposed for year ended 31 December 2015, giving total distributions of 6.00 pence per share for the year. This represents a 4.17% increase from the prior year. • An Ongoing Charges ratio of 0.96% (0.98% at 31 December 2014) which we believe continues to be the lowest in the UK listed infrastructure sector. • Market capitalisation increased to £556.3 million at 31 December 2015, up 4.7% from £531.3 million at 31 December 2014. • Shares continue to trade at premium to Investment Basis NAV, and stood at premium of 15.9% as at 31 December 2015. • Total shareholder return since listing in December 2011 to 31 December 2015 of 53.53% 4 equating to a compound annual growth rate (“CAGR”) of 11.24%. • Portfolio performance and cash receipts slightly ahead of business plan and underlying financial models. • At 31 December 2015 the Group had a total cash balance of £23.24 million and total borrowings outstanding of £45.22 million equating to a net debt position of £21.98 million. • The portfolio has increased from 36 projects to 38 projects with fair market value c. £504.8 million at 31 December 2015, with additional equity of £54.5 million committed and/or invested during the year. • BBGI secured its first investment in a primary development, a 50% equity stake in the
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