Annual Report 2018
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Annual Report 2018 Low-risk investment Long-term returns www.bb-gi.com About BBGI BBGI (the ‘Company’, and together with its subsidiaries, the ‘Group’) is a global infrastructure investment company helping to provide the responsible capital required to build and maintain the developed world’s transport and social infrastructure. These are the infrastructure assets that citizens rely on every day to keep local economies moving, and as a long-term custodian, we partner with the public sector to help deliver and manage them. In doing so, we follow a low-risk, globally diversified and internally managed investment strategy to deliver long-term and predictable shareholder returns. Front cover: William R. Bennett Bridge, Canada Contents Inside cover: North Commuter Parkway, Canada COMPANY OVERVIEW CORPORATE GOVERNANCE 82 Consolidated Statement of IFC About BBGI 45 Corporate Governance Report Financial Position 01 Why Invest in BBGI 47 The Board of Directors 83 Consolidated Statement of 01 Cautionary Statement 48 Biographies of Directors Changes in Equity 02 Year in Numbers 50 Supervisory Board 84 Consolidated Statement of 04 Portfolio at a Glance 52 Committees of the Supervisory Board Cash Flows 08 Chairman’s Statement 54 Management Board 85 Notes to the Consolidated 56 Remuneration Financial Statements STRATEGIC REPORT 60 Administration 126 Independent Auditor’s Report on 12 Co-CEO Q&A 61 Viability the Company Financial Statements 14 Investment Proposition & 62 Risk 130 Company Statement of Operating Model 68 Responsible Investment Comprehensive Income 18 Portfolio Review 71 Audit Committee Report 131 Company Statement of 21 Partnership in Action 74 Management Board Responsibilities Financial Position 23 Portfolio Snapshot Statement 132 Company Statement of 26 Market Trends & Pipeline Changes in Equity 29 Operating & Financial Review FINANCIAL STATEMENTS 133 Company Statement of Cash Flows 34 Valuation 76 Independent Auditor’s Report on the 134 Notes to the Company 40 Financial Results Consolidated Financial Statements Financial Statements 80 Consolidated Income Statement IBC Board Members, Agents & Advisers 81 Consolidated Statement of Comprehensive Income COMPANY STRATEGIC CORPORATE FINANCIAL OVERVIEW REPORT GOVERNANCE STATEMENTS Why Invest in BBGI BBGI provides access to a diversified portfolio of 1 1 infrastructure investments Low-risk that generates long-term, A pure-play PPP-style investment platform, fully committed to a strict investment predictable income. strategy into availability-based assets with a focus on investing principally in lower The healthy demand for risk roads and bridges. This generates stable, predictable cash flows backed by responsible private sector secure, highly visible contracted public sector revenues that carry no exposure to demand or regulatory risk assets2. This is the Management Board’s area of finance for public expertise, avoiding style drift by maintaining a disciplined approach to this strategy. infrastructure is underpinned by the widening infrastructure spending gap in the developed countries where BBGI invests. 2 Globally diversified In return for long-term investment into The investment strategy is deployed in stable, well-established developed essential infrastructure assets such as roads, markets where governments and local authorities maintain support for bridges, schools, healthcare and justice availability-based models to finance public infrastructure. This provides facilities using the public-private partnership focused exposure to highly-rated investment grade countries, across the UK, (‘PPP’) or similar style models, BBGI North America, Australia and Continental Europe. receives stable, predictable cash flows over the life of the contracts with governments or government-backed counterparties which secure these investments. 3 Internally managed The predictability of these governments or government-backed revenues allows An in-house management team that is focused on delivering shareholder value, BBGI to return to investors a stable and incentivised by shareholder returns and growth in Net Asset Value (‘NAV’) per share. progressive income stream in the form This means that no NAV-based management or acquisition fees are charged and of a semi-annual dividend. By applying the internal management team’s interests are fully aligned with those of the value-driven active asset management, shareholders, resulting in full pricing discipline. As a result, the Company consistently prudent financial management, and a maintains the lowest comparative ongoing charges for its shareholders.3 selective acquisition approach, BBGI pursues a low-risk, globally diversified and 1 References to “low-risk” throughout this Annual Report are made in comparison to other equity internally managed investment strategy. infrastructure asset classes. 2 References to regulatory risk assets throughout this report means assets which are subject to regulator or regulatory pricing reviews. 3 In comparison to the latest publicly available information for all LSE-listed equity infrastructure companies. Cautionary Statement These forward-looking statements include matters that are not Subject to their legal and regulatory obligations, the Certain sections of this Annual Report, including the historical facts. They appear in a number of places throughout Management and Supervisory Boards expressly disclaim any Chairman’s Statement and the Strategic Report of the this document and include statements regarding the obligations to update or revise any forward-looking statement Management Board have been prepared solely to provide intentions, beliefs or current expectations of the Management contained herein to reflect any change in expectations with additional information to shareholders to assess the Group’s and Supervisory Boards concerning, amongst other things, the regard thereto or any change in events, conditions or strategies and the potential for those strategies to succeed. investment objectives and investment policy, financing circumstances on which any statement is based. This additional information should not be relied on by any other strategies, investment performance, results of operations, party or for any other purpose. financial condition, liquidity, prospects, and distribution policy In addition, these sections may include target figures and of the Company and the markets in which it invests. guidance for future financial periods. Any such figures are These sections may include statements that are, or may be targets only and are not forecasts. deemed to be, ‘forward-looking statements’. These By their nature, forward-looking statements involve risks and forward-looking statements can be identified by the use of uncertainties because they relate to events and depend on This report has been prepared for the Group as a whole and forward-looking terminology, including the terms ‘believes’, circumstances that may or may not occur in the future. therefore gives greater emphasis to those matters that are ‘estimates’, ‘anticipates’, ‘forecasts’, ‘projects’, ‘expects’, Forward-looking statements are not guarantees of future significant to BBGI SICAV S.A. and its subsidiaries when ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their negative or performance. The Company’s actual investment performance, viewed as a whole. other variations or comparable terminology. results of operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document. BBGI SICAV S.A. | Annual Report 2018 01 Year in Numbers Financial highlights Investment Basis NAV NAV per Share Total Shareholder Return (‘TSR’) up 24.4% as at 31 December 2018 up 2.8% as at 31 December 2018 since IPO6 (2017: £622.5 million)4 (2017: 129.9pps5) £774.5 m 133.5pps 111.4% Annualised Total 2018 Dividend Distribution Shareholder Return per Share 2019 Target Minimum Dividend since IPO7 up 3.8% as at 31 December 2018 11.2% 6.75pps 7.00 pps Cash Dividend Cover8 Ongoing Charges9 (2017: 1.5x) (2017: 0.99%) 1.5x 0.93 % 4 Please refer to page 43 for further detail on Investment-Basis NAV. 5 ‘Pence per share’. 6 The TSR combines share price appreciation and dividends paid since IPO in December 2011 to show the total return to the shareholder expressed as a percentage. Based on share price at 31 December 2018 and after adding back dividends paid or declared since listing. 7 On a compound annual growth rate basis. This represents the steady state annual growth rate based on share price at 31 December 2018 and after adding back dividends paid or declared since listing. 8 Calculated as: (Distributions received from investments at fair value through profit or loss less net cash flows from operating activities)/(Cash Dividends paid). Please refer to page 43 for further details. 9 Please refer to page 41 for the definition of the Ongoing Charges percentage. 02 BBGI SICAV S.A. | Annual Report 2018 COMPANY STRATEGIC CORPORATE FINANCIAL OVERVIEW REPORT GOVERNANCE STATEMENTS Portfolio highlights — 48 high-quality, availability-based PPP infrastructure assets with portfolio performance and cash receipts ahead of business plan contributing to the increase in the 2018 dividend. — Value enhancements achieved through accretive management resulting in 1.9 per cent increase in NAV. — Further de-risking of assets including the opening of North Commuter Parkway and Stanton Territorial Hospital in Canada, which moved from construction