PUBLIC PRIVATE PARTNERSHIPS IN THE UNITED KINGDOM TRANSPORT SECTOR

Richard Guit and Vess Gentchev1

OCTOBER 2004 As countries in Southeast Europe (SEE) have Underground entered or are preparing for entry into the European Union, they are faced with massive PPP investment programmes needed in order to 1 Richard Guit is a Partner Perhaps the highest profile "rail" PPP is the comply with European Union (EU) legislation and Vess Gentchev is an (though technically it is and directives particularly in respect of Associate in the a metro system). London Underground (or transportation and environmental issues. PFI/Projects Group of the Tube, as affectionately known by While states will continue to rely on traditional Addleshaw Goddard. Londoners) has a history of under- methods of financing, including use of pre- Addleshaw Goddard has investment, stretching back decades, and in accession and cohesion funds from the EU, recently advised the 1997 the Government decided that a PPP the pressure to investigate the private lenders on the first UK model was the most appropriate way in Highways Maintenance PFI provision of public services through Public which to provide a sustained high-level of and advised on the first Private Partnerships (PPPs) will increase for funding together with the engineering skills Welsh Road DBFO. Both exactly the same reason as in “old” Europe: required to rehabilitate and regenerate the authors have been involved the desire to reduce budgetary capital Tube. After a passionate public debate, as advisors to and expenditure and the experience that private its supply chain on the three London Underground PPPs were provision can bring greater overall value for London Underground PPP. (finally) concluded at the end of March 2003. money (in design, innovation and risk transfer terms). The net present value (NPV) of spending under the three PPPs over 30 years is In view of the substantial adoption in the UK evaluated at £15.7 billion (with a value of 2 of PPP structures for the delivery of projects See Figure 1. £9.7 billion over the first 7½ years). Under and services traditionally provided by the 2 the conditions of the PPPs, the public sector public sector, it would be useful to look at the will make service charge payments to the main areas in the UK's transport sector where two private sector partners, Tube Lines and PPPs have most recently been used, namely Metronet, in return for the delivery by them of rail, road maintenance and road DBFO specified contract outputs. Projects. We will touch upon the London Underground PPP, the road DBFO (Design London Underground PPP's Structure3 3 Figure 2 shows the Build Finance Operate) projects and the responsibilities of the key This PPP structure is unique, complex and innovative PFI (Private Finance Initiative) parties in the LUL PPPs innovative. It divides the Tube into four parts roads maintenance projects, and examine the and how they interact with for the next 30 years - three private sector different ways in which these projects each other. infrastructure companies (Infracos) and a approach important contractual issues (such public sector operating company, London as, amongst others, project duration, payment Underground Limited (LUL). The three and termination of the concession Infracos (SSL, BCV and JNP) took control of agreement). London Underground’s assets (the trains, tracks, tunnels, signals and stations) and will maintain and renew them in a whole life manner for the next 30 years. London

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Underground retains the ultimate ownership to the PPPs will be able to refer to a and responsibility for the daily operation of specially appointed "Arbiter" for review of trains and stations, and for safety. It now whether adjusted prices are economic and manages the PPP contracts and provides efficient and provide for the agreed return on train operators and station staff. equity (see below).

The JNP Infraco was transferred to Tube Payments: The London Underground PPP Lines, a private sector consortium of Bechtel, provides for significant performance related Jarvis and Amey. The SSL and BCV Infracos payments related to the provision of 4 Figure 3 illustrates the became the responsibility of Metronet, a additional passenger capacity, reductions to contractual relationships private sector consortium of Balfour Beatty, customer journey time and improvements in between the Metronet WS Atkins, Bombardier Transportation, journey ambience. It is for the Infracos to consortium and its sub- Thames Water and Seeboard (now EDF). decide whether they should provide the contract arrangements. It Consistent with conventional project finance improvements through better signaling, should be noted that due to practice, Infracos' obligations were (largely) refurbishment of trains or some other means. the structure of the pre- passed down through subcontract existing network the Requirements are, so far as possible, arrangements.4 Infracos were substantial specified in terms of the service experienced corporate entities in their It is the responsibility of the Infracos to raise by passengers, the main exception being in own right. This made the the money to invest in the Tube network and respect of station refurbishment and use of project finance carry out the maintenance and engineering modernisation. There are three main funding even more novel work that should lead to its regeneration and measures: (as the Infracos were improvement. The delivery dates for new capable of absorbing and ¢ Capability – measured through reduced trains and refurbished stations were agreed managing some risk). journey times as a result of major line and are included in the PPP contracts. enhancements involving expenditure on However, it is London Underground's track, signaling and rolling stock; responsibility to manage the PPP contracts in a way allowing the Infracos to deliver the ¢ Availability – reflecting "in service" improvements to the Tube network they have performance of the infrastructure promised. measured through the reduction of delays; and Main Contractual Issues ¢ Ambience – reflecting the condition and Duration: While the overall duration of the cleanliness of trains and stations PPPs is 30 years, the private sector partners measured through "mystery shopper" could not have offered firm prices beyond the surveys. first 7½ years of the deals. This was because For the purposes of calculating financial there was limited information available about abatements and bonuses, actual the condition of some of LUL's assets (or the performance is assessed on the basis of two extent of the asset base) and no one had main measures: Lost Customer Hours and experience of pricing against output Service Points. In order that incentives on specifications for such a large and extended Infracos reflect customer interests, Lost programme of work. In addition, LUL wanted Customer Hours are valued at £6/hour to retain flexibility to re-specify its output (LUL's estimate of its passengers' average requirements on a periodic basis. value of time), with rates of £9/hours above As a result, the private sector is firmly an "unacceptable performance" standard committed for the first 7½ years and is threshold and lower rates of £3 for 5 Known as NACHs Tables incentivised to stay in the deals for the full 30- improvements beyond benchmark. A (nominally accumulated year period, with conditional or estimated complex set of formulae exist to allow these customer hours) they cover 5 prices over that period. However, the parties to be calculated. the entirety of the underground network.

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The payment regime is based on output According to a report published by Standard based performance and there is an in-built & Poor's (S&P) summarising the conclusions periodic review mechanism to enable the of a review of the international toll road parties to re-specify requirements within the sector carried out by S&P, sufficient PPP scope and re-price the deals every 7½ shielding of lenders from traffic risk can years. After the first 7½ years, the Infracos improve the credit quality of shadow toll road are committed to providing services at a price projects. agreed between the parties or at a price According to S&P’s Robert Bain "The key (including financing costs) that "an economic credit strengths of shadow toll projects do and efficient supplier in similar circumstances" not flow from shadow tolling per se, but from could charge. The Arbiter may be called on to the flexibility retained by concession grantors decide on the latter. regarding the structure of the payment Termination: Because of safety related mechanism used to compensate private restrictions, the lenders do not have the usual operators. Our analysis suggests that avenues open to them on a project finance. removing the challenge of having to predict They cannot exercise "step-in rights". As drivers' responses to the imposition of point- such, they are limited in their ability to remedy of-use pricing does not automatically reduce 6 performance issues. Consequently, during traffic risk." 6See http://www.infra- negotiations with short-listed bidders, it news.com The key to minimising risk on shadow toll became evident that the lenders would only road projects is the way in which the be prepared to lend the required funding with concession payment mechanism is adequate protection. Finance was ultimately structured and applied and this remains secured on the basis of lenders getting back entirely at the discretion of the grantor. 95% or more of the amount lent in the event Synthetic structures can be designed using of termination. This is unprecedented case of payment "bands" that, for example, UK PFI/PPP deals (compare the situation in compensate lower future traffic levels with Road DBFOs where the amount paid to the high reimbursement rates. In addition, the DBFO Co on termination is nil for contractor shadow toll component of the total payment default termination). due to concessionaires may be small. Early payment mechanisms were 100% demand- The Road DBFOs related but more recently, this has reduced to 10%-40%; the remainder of the payment As seen in the past, motorway concessions in is awarded asset availability and operator Central and Eastern Europe have frequently performance. failed because of the motorists’ reluctance to 7 pay direct tolls and the tendency of Standard & Poor's report entitled 7 The report can be governments and national courts to "Managing Lenders' Exposure to Traffic Risk obtained from Standard & manipulate the level of tolls in order to make is Key Credit Driver for Shadow Toll Roads" Poor's. them politically acceptable. Of course, the examines other means of shielding lenders majority of motorists will not pay happily for from traffic risk, including fine-tuning shadow using the roads, even in the far wealthier tolls and appropriate vehicle classification Western European countries. Demand risk is systems. It also considers the main key and there is no coincidence that as the characteristics shared by international UK moves towards "availability" based shadow toll road operators. payment mechanisms for roads the projects The use of private finance for the become more attractive to all parties. procurement of the UK's motorway and trunk road network was launched by the Highways

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Agency in August 1994. So far, around 25% coming to the market, this is coming out by value of current and new major road at around only 20% of the total payment. schemes are being procured using private Consistent with the S&P observations, finance contracts, including DBFO contracts. different payments are due for traffic Under the contracts, the DBFO companies within different traffic bands and /concessionaires (DBFO Cos) are responsible dependent on the length of the vehicle. 8 A typical DBFO for the detailed design, the road construction The toll level of the top band is set at contractual structure is (new build and/or widening) or renovation, the zero in order to cap the Agency's shown on Figure 3. operation and maintenance, and the project maximum liability for payment.9

9 financing. The ownership of the road is ¢ In respect of availability, where the Figure 4 shows a typical retained by the State and DBFO Cos are project consists of an existing stretch of banding structure used on given rights of access and operation to enable road to be upgraded by a series of a DBFO project. them to fulfill their contractual responsibilities. construction schemes, payments during The DBFO Contract Structure8 the construction phases are made at a reduced level. If the road is open to The diagram on Figure 3 shows how DBFO traffic during construction, 80% of the full Co allocates a large proportion of the payment is usually due to DBFO Co. performance of its contractual responsibilities Upon completion and certification of the and risk assumed under the DBFO contract to construction work, DBFO starts receiving the construction, operation and maintenance full payment. Payments are expected to sub-contractors. The construction sub- drop again when the third party debt is contract is typically let on a fixed price, 10 fully repaid. 10 Figure 5 shows a typical turnkey basis. The construction sub- payment profile (the contractor would, in turn, let fixed-price sub- ¢ Performance payments have two elements: "safety performance" and "lane increase in payment over contracts for the majority of the construction time during each step closure charges". DBFO Co is work undertaken by it. results from the indexation encouraged to propose safety of tolls). Main Contractual Issues improvement schemes for the purpose of Duration: The DBFO contract period is 30 reducing accident levels on the road years from commencement date. As network. If improved by the Agency, circumstances existing at the start of this DBFO Co carries them out at its own period might change, the contract contains a cost but is rewarded by receiving 25% of change mechanism allowing the Agency to the economic cost of each personal change the service specification or to require injury accident avoided in the following additional works during the contract period. five-year period. When such changes are implemented, the Because of the delay and disturbance they shadow tolls will be revised to allow for the cause to road users, lane closures result in change in costs or effects in traffic flow. deductions from the toll payment, the size of Otherwise, the risk of changes is borne by deduction depending on the number of lanes DBFO Co. closed, and the duration and time of the closure (greater weight is given to closures Payments: Payment to DBFO Co is based during peak or business hours). Lane on three criteria: usage/demand, availability of closure deductions are made only for service and performance. reasons within DBFO Co's control, e.g. for ¢ The usage/demand element of the maintenance, and not for closures required payment is based on the number and type by the police or utilities. of vehicles using the road and increases Penalty points and monitoring: One of the over time in accordance with an main operational issues for the Agency is indexation formula. In the Irish Roads

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how to ensure that DBFO Co complies with demonstrate that most elements of these the terms of the DBFO contract, post-award. structures have a residual life of at least 30 Under the terms of the contract the Agency years on handback. appoints representatives to monitor the The contract also contains detailed construction, operation and maintenance requirements in respect of the inspections of carried out by DBFO Co to ensure that it the roads and main structures to be carried complies with its contractual obligations. out by the Agency at two stages, (i) five The DBFO contracts contain a penalty point years and (ii) 18 months, prior to handback mechanism which attributes points for failure and the possible remedial action that may be to perform under the contract. Once a needed to achieve the required standard at specified number of penalty points has been contract termination. Part of the payments exceeded, the Agency has the right to due to DBFO Co can be withheld and used terminate the contract. The Agency also has to remedy defects if handback criteria are a number of other remedies arising from non- not met at expiry. performance, including the right to remedy Other special risks: In addition to any default and invoice DBFO Co for its costs. traditional risks which DBFO Co will be This is consistent with other UK PFI sectors. expected to assume, namely construction Termination: As lenders take security over and operational cost overruns, delay in the assets of DBFO Co (which in this case are delivery of the service, faulty design and DBFO Co's rights under the DBFO contract), changes of law imposing the Agency has allowed them "step-in" rights additional/increased costs on the operator in the event DBFO fails to perform. These will (other than specific changes discriminating allow the lenders to take over the project and against DBFO Co or other similar if necessary bring in a substitute companies), DBFO Co will be asked to share concessionaire in order forestall a termination or take on the entire traffic risk, protestor risk of the DBFO contract following DBFO Co's and latent defects risk. For example, DBFO default. The step-in rights are set out in detail Cos are asked to accept the risk of latent in the Direct Agreement between the lenders, defects such as the spalling of concrete or a the Agency and DBFO Co. Unlike the structure component not meeting the London Underground PPP, such direct expected design, the financial consequences agreements are the market norm in UK PFI – of protest action are shared between DBFO though the DBFO form has certain differing Co and the Agency. 11 provisions.11 Such as the time allowed for the Step-In. Handback: To ensure that the road is The PFI Road returned in a fit condition for service that will not require major capital maintenance Maintenance Projects immediately following the end of the contract, The UK Government is also developing new specific clauses are put into each contract procurement approaches for road regarding handback. A required residual life maintenance and introducing long-term is specified for each element of the project maintenance contracts on DBFO lines. road. For example, at least 85% of the road Maintenance only projects are different in pavement should have a 10-year residual life that they do not involve any new "build" but on handback. Certain road elements never instead embrace capital improvement last that long (for example, cats' eyes) and services such as:- are required to be replaced before the end of ¢ capital maintenance works for the road the contract. Though bridges have a design network; life of 120 years, it is still necessary to

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¢ routine and response maintenance of the being undertaken, the remainder of the network (including winter maintenance) roads network will be subject to services on and footpaths; a continual basis.

¢ maintenance and management of bridges The services are routine maintenance, and other network structures; network management and cleansing ¢ maintenance and management of street services and they also begin upon the issue lighting; of the commencement certificate. This means that Core Investment Works and ¢ highway management and operation services occur concurrently over the roads functions such as temporary traffic network. This gives an instant revenue management and litter collection. stream as service payments commence As seen above, this type of projects involves immediately. As and when the Core not only maintenance of highways but also of Investment Works meet minimum specified the associated infrastructure (i.e. the "street criteria, the service payment steps up. scene"). The public sees the street as a single functional space rather than a series of The service payment is comprised of certain unrelated components and disconnected elements. There is a component for heavy activities. Therefore, public expectations can goods vehicle (HGV) usage and an be fully satisfied only through an integrated availability based payment linked to network approach to highway and street maintenance. condition.

The first highways management/street scene As usual in PFI practice, Service Co's project to move forward under the PFI was obligations under the Model Contract are signed at the end of July 2004. Portsmouth passed down through subcontract City Council awarded a contract for the arrangements. With concurrent works and operation and maintenance of its road services being performed, there is a high network and associated infrastructure to a degree of co-ordination and integration risk. special purpose vehicle, Service Co, formed This risk is effectively managed through a by Colas Limited, the UK subsidiary of Colas single sub-contract for both works and SA. services.

Under the "pathfinder" Portsmouth contract, Main Contractual Issues the Service Co will upgrade the asset base Payments: With highways maintenance during the first five years to a specified projects not being conventional "road" condition. This includes 480km of road projects, the allocation of performance and network, bridges, street lighting and usage risk has to be sensible. Payments pavements. The highways infrastructure will begin from the commencement certificate also be subject to lifecycle replacement and the payment is comprised of two works, maintenance and cleansing services elements: an annual usage payment and a throughout the concession period. monthly availability payment.

Project Structure ¢ The annual usage payment is based on The project was based on the "Model HGV usage and a rate per HGV is Contract" for local authority highways applied each time an HGV crosses pre- maintenance. Following execution of the identified measurement points on the contract, Service Co is allowed a mobilisation network. To minimise the exposure of period to prepare for service commencement the private sector to traffic forecasting followed by the 5 year period of "Core risk, the usage payment is "capped" to a Investment Works". Whilst these works are percentage of the annual service payment. Provided the cap is reached,

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exposure to traffic flows is limited. contract utilises indexation adjustments to Therefore, the risk to the private sector is the payments. that the "cap" is not achieved and revenue 12 Both are framework is not forthcoming as a result. Do PPPs have a based procurements ¢ The availability payment is subject to a involving project finance number of potential deductions. The future in Southeast funding solutions. allocation of deductions differs between Europe? Addleshaw Goddard is the the 5 year core investment period and Government's advisor on period thereafter. The deductions take into In the UK, the PFI is going strong and is the establishment of the £2.2 billion "Building account the pavement condition across being supplemented by further PPP Schools for the Future" the network, the length of roads closed initiatives such as the National Health programme, the public outside agreed closure periods or which Service LIFT programme and the "Building sector in Northern Ireland Schools for the Future"12. The DBFO road fail to meet the service standards, on the establishment of its schemes in the UK have also been streetlighting outputs (after the core new schools programme, investment period) and certain best value successful but they will be less plentiful (not the Department of Health or obligations. for financial reasons). For example, the its £2.3 billion programme Highways Agency has estimated that on Inherited Infrastructure: As the risk of of outsourcing clinical average 15% of whole life costs would be activity to the private sector defects in the entire network was placed with saved in a DBFO project compared to and NHS trusts procuring the private sector, this required a detailed traditional procurement. The private sector the "batched" hospital technical assessment of the legacy asset has taken on new risks including protestor PFI's. We are also advising base. The assessment needed to include not action disruption and a new road the 4Ps on its "Street just road and streetlight condition, but major management industry made up of local and Lighting PFI" guidance. structural elements such as bridges and foreign operators has been created. The drainage. It is highly likely that - where major DBFO principles have attracted attention structural or drainage elements are present in from abroad and new schemes (such as a road network - these will need special SCUT in Portugal) have drawn on the treatment. With certain elements of the shadow toll model. legacy infrastructure, the ultimate solution on the Portsmouth project involved a risk share While it could not reasonably be expected between the private and public sector. that deals as complex as the LUL PPPs would be emulated in the SEE region in the Other risks: As in any pathfinder project, foreseeable future, there is no reason why new issues had to be addressed such as the DBFO principles cannot be applied to nature and quality of electricity supply to the projects there, as long as the projects are streetlighting infrastructure and who takes the appropriately structured to achieve risk on it, as well as how to deal with bankability and affordability, and as long as increases in the cost of raw materials such as governments are prepared to undertake the bitumen. The need to provide protection for appropriate action needed to tackle the increases in bitumen cost depends upon the current obstacles before PPPs. These private sector's ability to take pricing risk, obstacles are similar, despite the different which is in part driven by the length of any governmental and legislative structures core investment period. If a five-year throughout the region. Determination of the investment period is the norm, then some central government is essential to protection is likely to be required to offer the implementing PPPs, which is best public sector a value for money solution rather demonstrated by the establishment of task than having the private sector price this risk forces and the identification of pilot projects. outright. In terms of pricing risk from the Political will to carry out the necessary completion of core investment works, the legislative changes is vital. The main areas

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of the law deserving attention are uncertainty Addleshaw Goddard is a leading UK over the power of public bodies to enter into commercial law firm with offices in the City of PPP contracts, removal of tax anomalies London, Leeds and Manchester. The firm Our experience: affecting PPP structures and coordination of has one of the largest Projects/PPP Groups - Defence capital expenditure regimes with PPPs. in the United Kingdom and undertakes high - Energy There is lack of understanding of the quality work for a wide public sector client principles of project finance and important base (including government departments - Health issues such as lenders' security and step-in and agencies, local authorities, the National - Housing rights are often controversial and difficult to Health Service, schools, universities and - Local Authorities negotiate. colleges), as well as project sponsors, - Outsourcing contractors and funders. The firm has been There also remains an inclination towards the - Police and Fire Authorities on the Ministry of Defence's panel of legal authorities being shareholders in the project - Regeneration advisers on PPP since 1997, as well as on a company, which makes projects less - Schools and education number of other government PPP advisor transparent. Constitutional issues may arise panels in the health and education sectors. - Street Lighting where fees are payable by the end user. Its expertise spreads across a wide range of - Transport Acquisition of land by the state is often market sectors including waste - Utilities/infrastructure/ fraught with problems and the array of management, national heritage, urban planning and consent procedures required for public buildings regeneration, roads and highways, leisure, the construction of roads is mind-boggling. - Waste management housing, transport, health, education, street Many governments are still to accept the view lighting, defence and accommodation that unless projects are subject to open schemes. competitive tender, the public sector will obtain poor value for money. Some Addleshaw Goddard authorities are still willing to award 150 Aldersgate Street concessions without proper evidence that London EC1A 4EJ funding has been committed to the project * [email protected] (this in itself goes to the heart of political and sovereign credit risk). * [email protected]

While private financing of infrastructure has ( +44(0)20 7880 5772 (Richard Guit) not had an easy ride in "new" Europe, there is ( +44(0)20 7544 5465 (Vess Gentchev) clear potential for PPPs. The pressure to use PPPs as an alternative route of procurement is great, mainly because of the need to reduce budgetary capital expenditure and because in the long term private provision of public services can be more efficient and cheaper. As a result, countries are increasingly implementing PPP legislation and are embarking on privately financed road projects. Let us hope that the ever increasing transfer of knowledge from sophisticated markets such as the United Kingdom and the greater transparency imposed by the EU public procurement requirements will help PPPs realise their potential.

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$3.3 billion Asia Pacific

$2.5 billion Americas Figure 1 (a) Capital value of closed PPP projects worldwide (2003)

$8 billion Europe $27 billion (excl. Great Britain) Great Britain

Street Lights 1% 1% Social Housing 1% 1% Police & Fire Prisons (b) PFI debt by sector in Great Britain (2003) 8% Education

9% Accommodation

46% Transport 16% Defence

17% Health

Source: Dealogic

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Transport for London Department for Transport £1-1.1 billion/year infrastructure grant

c. £1-1.1 billion/year

LONDON Figure 2 Fare Box Fares c. £1 billion/year UNDERGROUND Health & Safety LIMITED Executive Structure of the London Operations Passengers Oversight Assess, review and Underground PPPs (c. £1 billion/year) accept LUL safety c. 13,500 drivers and case every three station staff c. £1-1.1 billion/year years. Regulate all risks to health and safety in each Infraco

Public Infrastructure Service PARTNERSHIP Charge (ISC) Private

INFRASTRUCTURE COMPANIES (INFRACOS)

c. 7,500 staff responsible for maintenance, replacement and upgrade of trains, stations, signalling, track, tunnels and bridges

Tube Lines Metronet

JNP BCV SSL Jubilee Bakerloo District Northern Central Circle Piccadily Victoria Metropolitan Waterloo & East London City Hammersmith & City

Source: National Audit Office

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LUL

Service Contract Figure 3 Summary of Metronet and its

FUNDERS METRONET sub-contract supply chain Other Other RAIL INFRACO INFRACO INFRACO HOLDINGS

Transaction Guarantee Documents (of Trans4m) Funders Contractor Supply Chain Contracts Direct Agreement

BOMBARDIER BALFOUR TRANS4m TRANS4m PARENT (rolling stock and BEATTY (Civils) (Stations) COMPANIES signalling) RAIL (Track) Guarantee (of Affiliates)

Affiliate Sub-Contracts Direct Agreement

Affiliate Sub-Contracts Other Sub-Contracts

BALFOUR BEATTY SEEBOARD ATKINS THAMES Affiliates/ THAMES ATKINS CONSTRUCTION (Electrical Works and (Design) (Drainage) Non-Affiliates (Mechanical) (Design, (Premises and Builders Fire Systems) Comms & work) BMS)

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Shareholders Sponsor Sponsor (3rd party Shareholders Shareholders equity)

Figure 4 DBFO Contractual Structure

Direct Agreement

Highways DBFO DBFO Co Project Banks Agency Contract Facilities

Performance Bond Direct Agreements Operation and Maintenance Contract

O&M Co Construction Contract

Maintenance Contract

Construction Co Maintenance Sub-Contractor

Source: Highways Agency

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Band 4: 0 pence

Figure 5 Band 3: 1 pence Typical banding structure on (Base case traffic) a DBFO project Band 2: 3 pence

Vehicle km per annum Band 1: 10 pence

Time

Figure 6 80% of full payment Typical payment profile on a DBFO project

Payment (£)

0 A B C 30 years Time

Source: Highways Agency

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