HICL Infrastructure PLC Annual Report 2020 Delivering Real Value. Bangor and Nendrum Schools, UK Contents 2020 Highlights 2 Overview 01 1.1 Chairman’s Statement 6 Strategic Report 02 2.1 The Infrastructure Market 12 2.2 Investment Proposition 17 2.3 HICL’s Business Model & Strategy 18 2.4 Key Performance & Quality Indicators 20 2.5 Investment Manager’s Report 22 Strategic Report: Performance & Risk 03 3.1 Operating Review 30 3.2 Sustainability Report 34 3.3 Financial Review 50 3.4 Valuation of the Portfolio 55 3.5 The Investment Portfolio 68 3.6 Portfolio Analysis 70 3.7 Risk & Risk Management 72 3.8 Viability Statement 84 3.9 Risk Committee Report 85 3.10 Strategic Report Disclosures 89 Directors’ Report 04 4.1 Board and Governance 94 4.2 Board of Directors 96 4.3 The Investment Manager 98 4.4 Corporate Governance Statement 99 4.5 Audit Committee Report 113 4.6 Directors’ Remuneration Report 118 4.7 Report of the Directors 122 4.8 Statement of Directors’ Responsibilities 126 Financial Statements 05 5.1 Independent Auditor’s Report 130 5.2 Financial Statements 136 5.3 Notes to the Financial Statements 140 Glossary 180 Directors & Advisers 182 Front cover image: Salford Hospital, UK HICL Infrastructure Company Limited (or “HICL Guernsey”) announced on 21 November 2018 that, following consultation with investors, the Board was of the view that it would be in the best interests of shareholders as a whole to move the domicile of the investment business from Guernsey to the United Kingdom. This and related proposals were put to shareholders at an Extraordinary General Meeting. The change of domicile was approved by shareholders and subsequently effected by way of a scheme of reconstruction (“the Scheme”) on 1 April 2019, as detailed in the Prospectus dated 4 March 2019, and Notes 1 and 14 of these financial statements. As a result of the Scheme, HICL Guernsey transferred its assets to HICL Infrastructure PLC. To enable an improved assessment of the Company’s investment business comparative data on pages 1-126 (for the year to, and as at, 31 March 2019) relates to HICL Guernsey, being the owner of HICL’s investment business until 1 April 2019. All financial information from 1 April 2019 relates to the Company. Financial information in Section 05 represents the annual financial statements of HICL Infrastructure PLC, prepared in accordance with IFRS, and therefore incorporates the comparatives of the Company only. Throughout, “HICL” means HICL Infrastructure Company Limited prior to 31 March 2019 and HICL Infrastructure PLC from 1 April 2019. HICL ANNUAL REPORT 2020 1 2020 Highlights 152.3 p 1.9% NAV per share1 Total Shareholder Return3 (2019: 157.5p) (2019: 10.8%) 1.14 x 8.25p Dividend cash cover2 Total Dividend Declared4 for 2020 (2019: 1.27x) (2019: 8.05p) MARKET SEGMENT GEOGRAPHIC LOCATION March 2020 March 2020 March 2019 March 2019 Mar 20 Mar 19 Mar 20 Mar 19 PPP projects 72% 71% UK 76% 77% Demand-based assets 20% 21% EU 17% 15% Regulated assets 8% 8% North America 7% 8% Top ten investments Demand-based assets Remaining investments Regulated PPP projects assets Differentiated Investment Proposition LOW SINGLE ASSET STRONG INFLATION GOOD CASH FLOW CONCENTRATION RISK CORRELATION LONGEVITY 201944% HIGHLIGHTS 0.8 27.8 years Ten largest assets as a proportion of Correlation of portfolio returns to Weighted average asset life the portfolio as at 31 March 2020 inflation5 as at 31 March 2020 as at 31 March 2020 1 Net Asset Value 2 On an Investment Basis, including profits on disposal of £16.4m (2019: £34.0m). Excluding this, dividend cash cover would have been 1.03x (2019: 1.03x) 3 Based on interim dividends paid plus change in NAV per share in the year, divided by opening NAV per share 4 Expressed in pence per Ordinary Share for the financial year ending 31 March 5 If outturn inflation was 1% p.a. higher than the valuation assumption in each and every forecast period, the expected return from the portfolio (before Corporate Group expenses) would increase by 0.8% 2 HICL ANNUAL REPORT 2020 Core infrastructure delivering sustainable income “HICL provides well-maintained core infrastructure for communities, which generates sustainable income for our shareholders.” Ian Russell CBE, Chairman, HICL Infrastructure PLC Business model delivers value for stakeholders Active management VALUE Generate base case cash flows and deliver well-maintained infrastructure ENHANCEMENT for end users Outperformance Improve financial performance and enhance communities’ experience of infrastructure VALUE ACCRETIVE PRESERVATION INVESTMENT Resilience Construct a sustainable portfolio of investments with a strong, long-term social purpose Sustainability case studies Environment: Affinity Water Social: High Speed 1 Governance: Stakeholders V 3.6 million population served with V 109km high-speed rail V Lessons learned gleaned from and clean water shared across industry of over 400 V 26 million journeys per annum UK PPP projects V Water resource challenges include 33% less rainfall than UK average V Over 30 minutes journey time V 87%, 80% and 78% of portfolio savings for certain domestic and companies have energy usage, V £1.4bn expenditure to improve international routes water usage and waste reduction network resilience and build initiatives, respectively regulated capital value by 2025 V £400m annual economic benefit V 68% of portfolio companies V 44p average daily household bill V Carbon emissions reduction associated with European travel made voluntary contributions to equivalent of charitable or c. 60,000 community activities flights annually Page 44 Page 46 Page 48 https://www.un.org/sustainabledevelopment/ HICL ANNUAL REPORT 2020 3 01 / OVERVIEW Wooldale Centre For Learning, UK 4 HICL ANNUAL REPORT 2020 01 / OVERVIEW 01 / OVERVIEW 02 / STRATEGICREPORT 03 / PERFORMANCE RISK & 01 Overview 04 / DIRECTORS’ REPORT 05 / FINANCIAL STATEMENTS FINANCIAL 05 / HICL ANNUAL REPORT 2020 5 01 / OVERVIEW 1.1 Chairman’s Statement Ian Russell, CBE Chairman At this time, our priority is keeping our infrastructure available to support critical services and ensuring that those who are responsible for maintaining it are safe. Through InfraRed, our Investment Manager, the Board has sought to ensure that every effort is being made to support the effective running of the portfolio, and particularly to support the healthcare sector, in which we are responsible for maintaining 25 hospital facilities with over 9,000 beds. We also recognise that as well as being a public health emergency, the Covid-19 pandemic is resulting in financial difficulties for individuals and families. HICL provides income to many, predominantly UK, private investors and pensioners. The Board is therefore pleased that our performance has enabled us to meet our dividend target. 6 HICL ANNUAL REPORT 2020 01 / OVERVIEW 01 / OVERVIEW Financial Performance Total Shareholder Return1 over the year has been marginally The underlying annual return from the portfolio was 7.1% positive, despite a decline in Net Asset Value (“NAV”) (see (including the value reduction taken on Affinity Water in Financial Highlights below). Successful tap issuance was September 2019). This was offset by a combination of external undertaken in the second half of the year, raising £117m, factors, being the exceptional impact of Covid-19 on HICL’s and value-accretive investment activity saw both attractive demand-based assets; a reversal of planned decreases in UK acquisitions and strategic disposals of selected assets, corporation tax rates; and reduced forecast deposit interest rates. improving key portfolio metrics. Despite the resulting decline in NAV per share of 3.3%, Total Delivering sustainable income Shareholder Return for the year to 31 March 2020, on a NAV plus Providing well-maintained core infrastructure for communities, dividends paid basis, was 1.9%. This reflects the underlying which generates sustainable income for shareholders over the strength of HICL’s diversified portfolio and, in the context of the long term, is fundamental to HICL’s investment proposition. Covid-19 pandemic, represents a solid performance for the year as a whole. This investment proposition is predicated on strong and collaborative partnerships with clients and subcontractors. The Company faced political and regulatory pressures in the first The quality and efficacy of these relationships, which were a key half, and the disruption Covid-19 has brought to societies and theme of HICL’s Capital Markets Event in January 2020, enable financial markets towards the Company’s year end. The decisive the Company to be a successful steward of core infrastructure outcome of the UK general election in December 2019 eased assets which benefit society as a whole – local communities and some of the political pressure on the infrastructure sector, while investors alike. the final determination from Ofwat on Affinity Water’s business plan brought clarity for that investment for the next five years. The Investment Manager’s Report (Section 2.5) provides further “ As an investor in infrastructure which sits comment on the impact of Covid-19 on the valuation; and an at the heart of communities, a sustainable analysis of the movements in the Directors’ Valuation in the year mindset is fundamental to the successful can be found in Section 3.4 – Valuation of the Portfolio. implementation of HICL’s business model The Company’s balance sheet is healthy and, with no cash by the Investment Manager.” drawings on HICL’s £400m revolving credit facility3 at the time of writing, has a strong liquidity position. Dividend Effective stewardship allows HICL to deliver a sustainable return; Cash flow for the year was in line with expectations although, due a long-term income stream for shareholders, generated from the to the Covid-19 crisis, the Company has prudently retained some successful delivery and management of essential infrastructure. cash at portfolio company level at the year end to provide As an investor in infrastructure which sits at the heart of additional resilience.