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Annual Report 2017 Registre de Commerce et des Sociétés Luxembourg: B163879 FOR THE YEAR ENDED 31 DECEMBER 2017 www.bb-gi.com BBGI SICAV S.A. CAUTIONARY STATEMENT Certain sections of this report, including the Chairman’s Statement By their nature, forward-looking statements involve risks and and the Report of the Management Board (the “Review Section”) uncertainties because they relate to events and depend on have been prepared solely to provide additional information to circumstances that may or may not occur in the future. Forward- shareholders to assess the Group’s strategies and the potential for looking statements are not guarantees of future performance. those strategies to succeed. This additional information should not be The Company’s actual investment performance, results of 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 or revise any forward-looking statement contained herein to reflect any comparable terminology. change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this In addition, the Review Section may include target figures for future document and include statements regarding the intentions, beliefs financial periods. Any such figures are targets only and are not or current expectations of the Management and Supervisory Boards forecasts. concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, This report has been prepared for the Group as a whole and therefore results of operations, financial condition, liquidity, prospects, and gives greater emphasis to those matters that are significant to BBGI distribution policy of the Company and the markets in which it invests. SICAV S.A. and its subsidiaries when viewed as a whole. NORTH COMMUTER PARKWAY, CANADA TABLE OF CONTENTS FINANCIAL AND OPERATIONAL PORTFOLIO HIGHLIGHTS 2 CHAIRMAN’S STATEMENT 3 INVESTMENT POLICY AND OBJECTIVES 6 INVESTMENT PORTFOLIO 7 REPORT OF THE MANAGEMENT BOARD 12 • Business Review 12 • Valuation 23 • Financial Results 29 • Market Development 36 • Environmental, Social and Governance 39 • Risk and Risk Management 42 CORPORATE GOVERNANCE 49 • The Boards of Directors 51 • Committees of the Supervisory Board 59 • Administration 60 • Remuneration 60 AUDIT COMMITTEE REPORT 64 MANAGEMENT BOARD RESPONSIBILITIES STATEMENT 66 INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 67 CONSOLIDATED FINANCIAL STATEMENTS UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS • Consolidated Income Statement 71 • Consolidated Statement of Comprehensive Income 72 • Consolidated Statement of Financial Position 73 • Consolidated Statement of Changes in Equity 74 • Consolidated Statement of Cash Flows 75 • Notes to the Consolidated Financial Statements 76 INDEPENDENT AUDITOR’S REPORT ON THE COMPANY FINANCIAL STATEMENTS 118 COMPANY FINANCIAL STATEMENTS UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS • Company Statement of Comprehensive Income 122 • Company Statement of Financial Position 123 • Company Statement of Changes in Equity 124 • Company Statement of Cash Flows 125 • Notes to the Company’s Financial Statements 126 BOARD MEMBERS, AGENTS & ADVISERS 142 FINANCIAL AND OPERATIONAL Portfolio HIGHLIGHTS FINANCIAL HIGHLIGHTS • Investment Basis NAV 1 (“NAV”) up 14.2% to £622.5 million as at 31 December 2017 (£545.0 million – 31 December 2016). • NAV per share up 3.0% to 129.9 pence as at 31 December 2017 (126.1 pence – 31 December 2016). • Total shareholder return (“TSR”) since listing in December 2011 to 31 December 2017 of 82.8% 2 equating to an annualised TSR of 10.5% 3 which is well above the IRR target of 7% to 8% on the £1 IPO issue price. • During the year, the Board increased the 2017 dividend target by 4.0% to 6.50 pence per share. • Target dividend for 2018 raised to 6.75 pence per share, which represents a further increase of 3.8%. • Strong cash dividend cover of 1.5x 4. • An Ongoing Charges ratio of 0.99% 5 that we believe continues to be the lowest in the UK listed infrastructure sector. PORTFOLIO HIGHLIGHTS • 43 high quality, availability-based PPP infrastructure assets with portfolio performance and cash receipts ahead of business plan contributing to the increase in the 2017 dividend. • Value enhancements achieved through accretive management resulting in 2.9% increase in NAV. • Further de-risking of significant assets including the opening of Mersey Gateway Bridge in Liverpool, UK and Ohio River Bridges in the US, which moved from construction to ramp-up phase. • Refinanced and de-risked Women’s College Hospital in Canada and Royal Women’s Hospital in Australia with long-term financing. • Equity capital of £58.5 million raised through a placing of new ordinary shares in April 2017. • New 4 year revolving credit facility of £180 million secured commencing in January 2018, with access to a further accordion tranche of £70 million. • Strategic agreement signed with a subsidiary of SNC-Lavalin Group Inc. to invest in five operational availability-based PPP assets in Canada for approximately C$189 million (approximately £112 million 6). The Company completed its investment in the initial four operational PPP Projects in Q3 and the investment in the fifth project is expected to complete in H1 2018. • Attractive pipeline of primary and secondary PPP investment opportunities including a pipeline agreement with SNC-Lavalin, which provides a right of first offer for a robust pipeline of Canadian availability-based PPP projects currently under construction. • BBGI is committed to good governance, investing responsibly and being a good corporate citizen/long term custodian. Environmental Social and Governance initiatives include reduction of carbon footprint, ecological and environmental management, waste reduction and a strong support of social initiatives. • At 31 December 2017, the Group had, on an Investment Basis, a net debt position of £49.1 million consisting of a total cash balance of £21.0 million and total borrowings outstanding of £70.1 million. In addition, the Group had utilised a further £5.6 million of the credit facility to cover outstanding letters of credit. 1 Refer to page 29, Financial Results, for further detail on Investment Basis NAV. 2 The TSR combines share price appreciation and dividends paid to show the total return to the shareholder expressed as a percentage. Based on share price at 31 December 2017 and after adding back dividends paid or declared since listing. 3 On a compound annual growth rate basis. This represents the steady state annual growth rate based on share price at 31 December 2017 and after adding back dividends paid or declared since listing. 4 Calculated as: (Distributions received from investments at fair value through profit or loss less net cash flows from operating activities) / (Cash Dividends paid). 5 Refer to page 30 for the definition of Ongoing Charges ratio. 6 Based on FX rate at 31 December 2017 2 BBGI SICAV S.A. CHAIRMAN’S statement DAVID RICHARDSON, CHAIRMAN DEAR SHAREHOLDER, The Company has delivered another strong set of results. Your Management Board has been equally focused on active management of the portfolio to enhance value and on sourcing significant new investment opportunities which are accretive to shareholders. Cost controls have been rigorous and helped by the internal management structure the ongoing charges remain, once again, below 1%. DIVIDENDS AND SHAREHOLDER RETURNS In April 2018 the Company will declare a second interim dividend of 3.25 pence per share in respect of the six-month period ended 31 December 2017; this will result in a total dividend of 6.50 pence per share for the year, representing an increase of 4.0% on the prior year. With cash flows coming in ahead of the business model and the low risk and predictable nature of the Company’s contracted cash flows, we have increased our target dividend by 3.8% to 6.75 pence per share for 2018. The total shareholder return (“TSR”) since listing in December 2011 to 31 December 2017 has been 82.8%, equivalent to 10.5% TSR on an annualised basis. INVESTMENT ACTIVITY The Company signed a strategic agreement with SNC-Lavalin Group to invest in five operational availability-based PPP assets in Canada for c. £112 million. An exciting aspect of the transaction with SNC-Lavalin is that BBGI will benefit from a pipeline agreement which provides the Company with a right of first offer for a robust pipeline of another five Canadian availability-based PPP projects currently under construction. This pipeline agreement could result in over £150 million of attractive follow-on investments over the next few years whilst
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