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Macquarie Atlas Roads Annual Report 2012

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Macquarie Atlas Roads Annual Report 2012 SPINE FOLD SPINE FOLd – 9mm MACQUARIE ATLAS ROADS MACQUARIE ATLAS ANNUAL REPORT 2012 MACQUARIE ATLAS ROADS ANNUAL REPORT 2012 MQA_AnnualReport_COVER.indd 1 SPINE FOLD SPINE FOLd – 9mm 5/03/13 9:52 AM Macquarie Atlas Roads 2012 Annual Report Contents 02 About Macquarie Atlas Roads 04 Letter from the Chairmen and CEO 06 CFO’s report 08 MQA’s toll road portfolio 17 Environmental and social responsibility (ESR) management 21 Corporate governance statement 40 Guide to MQA’s accounts 41 Financial report 107 Remuneration report 112 Stapled security holder information 113 Directors’ profiles 116 Corporate directory Special Notice Macquarie Atlas Roads (MQA) comprises Macquarie Atlas Roads Limited (ACN 141 This annual report is not an offer or invitation for subscription or purchase of, or 075 201) (MARL) and Macquarie Atlas Roads International Limited (Registration No. a recommendation of, securities. It does not take into account the investment 43828) (MARIL). Macquarie Fund Advisers Pty Limited (ACN 127 735 960) (AFSL No. objectives, financial situation and particular needs of the investor. 318123) (MFA) is the manager/adviser of MARL and MARIL. MFA is a wholly owned Before making an investment in MQA, the investor or prospective investor should subsidiary of Macquarie Group Limited (ACN 122 169 279) (MGL). consider whether such an investment is appropriate to their particular investment Stapling needs, objectives and financial circumstances and consult an investment adviser if necessary. In accordance with its requirements in respect of stapled securities, ASX reserves the right to remove either or both of MARL and MARIL from the official list of ASX if, Manager fees while the stapling arrangements apply, the securities in one of the entities ceases to MFA as manager of MARL and adviser to MARIL is entitled to fees for so acting. be stapled to the securities in the other entity. Macquarie Group Limited and its related corporations (including MFA), together Takeover provisions with their officers and directors, may hold stapled securities in MQA from time to time. Unlike MARL, MARIL is not subject to takeover provisions of Chapters 6, 6A, 6B and 6C of the Corporations Act. However, as the takeover provisions of the Corporations Complaint handling Act apply to MARL and its shareholders, by virtue of the stapling arrangements, A formal complaint handling procedure is in place for MQA. MFA is a member the takeover provisions will apply to the holders of MQA stapled securities. This is of the Financial Ombudsman Service. Complaints should in the first instance be notwithstanding that MARIL and its shareholders are not subject to the takeover directed to Macquarie Atlas Roads. provisions of the Corporations Act. If you have any enquiries or complaints please contact: Disclaimer Macquarie Atlas Roads Investor Relations None of the entities noted in this document is an authorised deposit-taking Level 11, No.1 Martin Place institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). Sydney NSW 2000 The obligations of these entities do not represent deposits or other liabilities of Telephone (Australia): 1800 621 694 Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee Telephone (International): 61 2 8232 7455 or otherwise provide assurance in respect of the obligations of these entities. Investments in MQA are subject to investment risk, including possible delays in MQA’s ongoing commitment to your privacy repayment and loss of income and capital invested. We understand the importance you place on your privacy and are committed Advice warning to protecting and maintaining the confidentiality of the personal information you provide to us. MQA’s privacy policy is available on the MQA website at The information in this annual report is given in good faith and derived from www.macquarie.com/mqa or you can contact our investor relations team sources believed to be accurate at this date but no warranty of accuracy or on 1800 621 694. reliability is given and no responsibility arising in any other way, including by reason of negligence for errors or omission herein is accepted by MQA or its officers. Macquarie Atlas Roads 2012 Annual Report 1 About Macquarie Atlas Roads MQA’s strategy MQA’s structure Portfolio assets To deliver value for investors MQA’s structure is integral to this Autoroutes from its existing portfolio of toll strategy, allowing maximum value Paris-Rhin-Rhône (APRR) road businesses. Key strategies to be derived from each individual One of the largest motorway include: investment: networks in Europe, and the second largest in France, • Active management of portfolio • MQA has no corporate APRR is MQA’s flagship asset assets to deliver improved level debt and represents most of MQA’s operational performance • Each asset is in a separate portfolio by value. • Efficient, disciplined capital holding company structure Dulles Greenway and portfolio management • All asset level debt is non- Virginia, USA • Refinancing of project debt as recourse to MQA or any other M6 Toll suitable opportunities emerge portfolio asset. West Midlands, UK over the medium term Chicago Skyway • Transitioning MQA to become Illinois, USA a consistent dividend- paying stock. Indiana Toll Road Indiana, USA Warnow Tunnel Rostock, Germany 2 Macquarie Atlas Roads 2012 Annual Report 478.5 million 24.8 billion ~21,000 As at 22 February 2013 Macquarie Atlas Roads 2012 Annual Report 3 Letter from the Chairmen and the CEO In 2012 Macquarie Atlas Roads (MQA) achieved Security price performance another major milestone in its objective to become MQA’s market capitalisation as at 31 December a dividend-paying stock. Along with the progress 2012 was A$797 million, an increase of 27.1% from against its stated objectives of delivering growth the previous year end and an increase of 186.4% in the existing portfolio and improving operational since listing. This is despite the continued strength performance to maximise asset value, 2012 saw the of the Australian dollar, especially against the euro. completion of a €3.5 billion combined refinancing for A chart of MQA’s security price performance since Eiffarie and Autoroutes Paris-Rhin-Rhône (APRR). listing is below. Following the refinancing, we are pleased to report to shareholders that MQA expects to declare its first dividend in March 2013. Operations Persistent economic challenges in Europe and the APRR recorded a year of negative traffic growth for USA continue to impact traffic levels across MQA’s only the second time in its history, however higher portfolio; however, as a result of toll increases and a tariffs and continued operational efficiencies led focus on cost controls, MQA’s toll roads delivered to a record EBITDA of €1.43 billion and an EBITDA another year of revenue increase. On a margin of 70.0%. The use of automated tolling proportionately consolidated basis, revenue and increased to 89.7% of total transactions during 2012 EBITDA1 increased by 1.9% and 2.9% respectively compared with 84.8% in 2011. against the prior corresponding period. Weighted Dulles Greenway traffic showed encouraging signs of portfolio traffic decreased by 1.2% against 2011 stabilising after several years of weak traffic levels. A more detailed review of the portfolio’s conditions. Overall revenue was up 8.1% and operating performance can be found in the Chief EBITDA was up 11.8%, which was a strong Financial Officer’s report overleaf. performance for the year. While the improvement has been welcome, cash flows are not anticipated to be sufficient for the project to make any distributions to MQA in the near term. MQA market volume MQA close price 2 S&P/ASX 300 Industrials Accumulation Index A$2.50 20,000 A$2.00 16,000 A$1.50 12,000 Close price (A$) A$1.00 8,000 Market volume ('000s) A$0.50 4,000 A$0.00 - Jan 10 Jul 10 Jan 11 Jul 11 Jan 12 Jul 12 Jan 13 1 Earnings Before Interest, Tax, Depreciation and Amortisation. Proportionately consolidated numbers aggregate the results of each asset in proportion to MQA’s beneficial ownership interest. Pro forma numbers have been normalised for changes in ownership interests and foreign exchange rates. 2 Benchmark rebased to A$0.615, the MQA close price on the first day of listing (25 January 2010). 4 Macquarie Atlas Roads 2012 Annual Report Completion of APRR acquisition Outlook In addition to the February 2012 successful MQA is well positioned to benefit from any future refinancing of €3.5 billion of combined debt facilities improvements in underlying economic conditions in at Eiffarie and APRR, Eiffarie was also able to France and the USA. complete its acquisition of the remaining minority We will continue to pursue our strategy of maximising shares in APRR. In December 2012, Eiffarie reached revenue and improving operational efficiencies over 100% ownership of APRR, completing a lengthy the next 12 months to deliver growth to legal process which has taken over two years, and shareholders. APRR was delisted from Euronext Paris. We look forward to the announcement of MQA’s first Dividend dividend in March 2013. MQA is now in a position to be able to declare its first On behalf of the boards and management team, we dividend in March 2013, a little over three years since thank shareholders for their ongoing support of MQA. MQA commenced trading as a listed entity in early 2010. It is particularly pleasing that MQA’s first dividend will be significantly earlier than was originally anticipated at the time of listing. It is expected that APRR’s underlying distributions David Walsh will form the basis of MQA’s future dividends to Chairman shareholders. APRR retains a proportion of the cash Macquarie Atlas Roads Limited it generates to fund capital expenditure and reduce debt.
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