Full year results announcement for the year ended 31 March
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
17 May 2019
Full year results announcement for the year ended 31 March 2019
Strong underlying performance enabled significant capital to be invested in high performing
renewable energy and data platforms
Underlying EBITDAF
1
before incentive fees was $580.1 million for the year ended 31 March 2019, up
from $482.0 in the prior year. Infratil’s Underlying EBITDAF was $539.5 million, down from the
$546.4 million reported in 2018.
The reduction in Underlying EBITDAF reflects the $102.6 million initial incentive fee payable in relation
to Infratil’s investments in Canberra Data Centres (‘CDC’), Longroad Energy, Tilt Renewables, and the
Australian National University’s Purpose-Built Student Accommodation concession (‘ANU PBSA’). The
fee assesses the performance of these assets since their respective dates of acquisition and reflects
the outperformance of each asset over that period.
During the year, $679.0 million was reinvested into Infratil’s existing businesses, including
$236.4 million into Tilt Renewables, $140.6 million into CDC, $87.2 million into Longroad Energy and
$72.1 million of capital expenditure at Wellington International Airport. The investment has supported
the following significant projects underway within these businesses:
• Tilt Renewables’ construction of the 336MW Dundonnell wind farm;
• CDC’s acquisition of the Eastern Creek Data Centre facility in Sydney, which has development
potential of up to 120MW;
• Longroad’s construction of the Project Phoebe (315MW) solar project and the Project Rio Bravo
(238MW) wind project; and,
• Wellington Airport’s Rydges Hotel and multi-level car park which are completed and open for
business.
This investment now underway will underpin Infratil’s future earnings and long-term capital growth.
Significant progress has also been made tightening the portfolio during the year. Infratil has signed
conditional sales agreements for its interests in NZ Bus, ANU
2
and Snapper, and is in negotiations with
prospective buyers of its interest in Perth Energy with conclusion of the strategic review expected in
FY2020.
Infratil’s share price rose from $3.10 on 31 March 2018, to $4.17 on 31 March 2019. Dividends of 17.00
cents per share were paid during the year. Had the cash dividends been reinvested in Infratil shares at
the time they were paid they would have provided a return of 5.5% per annum on the 31 March 2018
share price. Added together, the dividend and share price movement resulted in shareholders receiving
a return of 41.3% in the year to 31 March 2019.
Infratil has announced a final dividend of 11 cents per share, plus 2 cents per share of imputation credits,
delivering a total ordinary dividend to shareholders of 17.25 cents per share for the 2019 financial year.
The final dividend will be paid on 27 June 2019.
1
Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of the underlying business
performance. Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative
movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of RetireAustralia’s underlying profits.
Underlying profit is a common performance measure used by retirement companies and removes the impact of unrealised fair value
movements on investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, and includes
realised resale gains and realised development margins. A reconciliation of Underlying EBITDAF is provided in Infratil’s 2019 Annual Report
2
On 14 May Infratil announced that the sale of its ANU PBSA investment is unconditional and that it expects to receive cash proceeds of
approximately A$162 million on 20 May 2019
2
On 14 May Infratil made a significant announcement post balance date regarding the conditional
acquisition of Vodafone NZ alongside Brookfield Asset Management. The acquisition of New Zealand's
leading mobile telecommunications company
3
is transformational for Infratil and significantly
strengthens the cash generative core of the portfolio. Vodafone NZ increases Infratil's exposure to long-
term data and connectivity growth and complements the acquisition of Canberra Data Centres.
Following the recently announced divestments, the Infratil portfolio will now hold substantial positions
across renewable energy, data, retirement and aged care, and airports.
Infratil has provided Underlying EBITDAF guidance range from continuing operations of
$635 - $675 million for the year ending 31 March 2020. This includes a 7-month contribution from
Vodafone NZ.
Further information about the full year results presentation will be discussed on a conference call at
10.00am today.
Conference code: Infratil
NZ Toll Free: 0800 122 360
Australia Toll Free: 1800 760 146
International Toll Free +64 99 507 043
Further information is available on www.infratil.com
Any enquiries should be directed to:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com
3
By mobile subscriber market share. New Zealand Commerce Commission Annual Telecommunications Monitoring Report –
18 December 2018
---
Results Announcement
For the year ended 31 March 2019
17 May 2019
Disclaimer
InfratilFull year results presentation 20192
Disclaimer
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (Company).
To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related
bodies corporate, directors, officers, partners, employees and agents will not be liable (whether in tort (including
negligence) or otherwise) to you or any other person in relation to this presentation.
Information
This presentation contains summary information about the Company and its activities which is current as at the
date of this presentation. The information in this presentation is of a general nature and does not purport to be
complete nor does it contain all the information which a prospective investor may require in evaluating a possible
investment in the Company or that would be required in a product disclosure statement under the Financial
Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth). The historical information in this
presentation is, or is based upon, information that has been released to NZX Limited (NZX) and ASX Limited. This
presentation should be read in conjunction with the Company’s Annual Report, market releases and other periodic
and continuous disclosure announcements, which are available at www.nzx.com, www.asx.com.au or
infratil.com/for-investors/.
United States of America
This presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. In
particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in
the United States or any other jurisdiction in which such an offer would be illegal. The potential equity capital
raising and any securities mentioned in this presentation, have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of
the United States.
Not financial product advice
This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a
recommendation to acquire the Company’s securities, and has been prepared without taking into account the
objectives, financial situation or needs of prospective investors.
Past Performance
Any past performance information given in this presentation is given for illustrative purposes only and should not
be relied upon as (and is not) an indication of future performance. No representations or warranties are made as to
the accuracy or completeness of such information.
Disclaimer
InfratilFull year results presentation 20193
Future Performance
This presentation may contain certain “forward-looking statements” about the Company and the environment in
which the Company operates, such as indications of, and guidance on, future earnings, financial position and
performance. Forward-looking statements often include words such as “may”, “anticipate”, “expect”, “intend”,
“plan”, “believe”, “continue” or similar words in connection with discussions of future operating or financial
performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the
Company’s control, and the Company gives no representation, warranty or assurance that actual outcomes or
performance will not materially differ from the forward-looking statements.
Financial data
This presentation may contain pro forma historical financial information. Any pro forma historical financial
information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is
not represented as, being indicative of Infratil’sfuture financial condition. In addition, any pro forma historical
financial information included in this presentation does not purport to be in compliance with Article 11 of
Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
This presentation contains certain financial information and measures that are “non-GAAP financial information”
under the FMA Guidance Note on disclosing non-GAAP financial information, "non‐IFRS financial information"
under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by the Australian Securities and
Investments Commission (ASIC) and "non‐GAAP financial measures" within the meaning of Regulation G under the
U.S. Securities Exchange Act of 1934, as amended, and are not recognised under New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International
Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial information and financial measures include
Underlying EBITDA, Underlying EBITDAF, and Net Debt. The non-IFRS/GAAP financial information and financial
measures do not have a standardised meaning prescribed by the NZ IFRS, AAS or IFRS, and therefore, may not be
comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative
to other financial measures determined in accordance with IFRS, AAS or IFRS. Although Infratilbelieves the non-
IFRS/GAAP financial information and financial measures provide useful information to users in measuring the
financial performance and conditions of Infratil, you are cautioned not to place undue reliance on any non-
IFRS/GAAP financial information or financial measures included in this presentation.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
No part of this presentation may be reproduced or provided to any person or used for any other purpose.
Full Year
Overview
Strong
underlying
performance
enabled
significant
capital to be
invested in high
performing
renewable
energy and data
platforms
Full Year Overview
•Strong Underlying EBITDAF from core operating
businesses
•Significant progress in divestments and
tightening ofthe portfolio
•$679 million invested during the period,
including over $320 million in renewables and
over $140 million in Canberra Data Centres
•Significant announcement post-balance
dateregarding the acquisition of Vodafone
NewZealand alongside Brookfield
AssetManagement
•Partially imputed final dividend of 11.00 cps, up
2.3% on the prior year
•Total shareholder return of 41.3% for the year
to 31 March 2019
InfratilFull year results presentation 20194
Financial
Highlights
21% growth
inunderlying
EBITDA before
International
Portfolio
incentive fees
InfratilFull year results presentation 20195
Full Yearended 31 March ($Millions)20192018Variance% Change
Underlying EBITDAF
1
539.5546.4(6.9)(1.3%)
Underlying EBITDAF (before Incentive fee)581.1482.099.120.6%
International Portfolio Initial Incentive fee102.6-102.6100.0%
Net Parent Surplus(19.5)71.4(90.9)(127%)
Operating Cash Flow276.9295.8(18.9)(6.4%)
Capital Expenditure & Investment679.0325.9353.1108.4%
Earnings per share (cps)(3.5)12.7(16.2)(127%)
Notes:
1.Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of the underlying business
performance. Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financialderivative
movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of RetireAustralia’s underlying profits.
Underlying profit is a common performance measure used by retirement companies and removes the impact of unrealised fair value movements
on investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, and includes realised resale gains
and realised development margins. A reconciliation of Underlying EBITDAF is provided in Appendix I
Results
Summary
Strong uplift in
Groupoperating
earnings
InfratilFull year results presentation 20196
31 March ($Millions)20192018
Operating revenue1,442.21,233.9
Operating expenses(891.6)(774.7)
Operating earnings550.6459.2
Int’l Portfolio incentive fee(102.6)-
Depreciation & amortisation(160.4)(151.5)
Net interest(148.5)(150.5)
Tax expense(72.0)(52.7)
Revaluations0.948.7
Discontinuedoperations
1
(12.0)7.3
Net profit after tax52.4160.5
Minority earnings(71.9)(89.1)
Net parent surplus(19.5)71.4
•Operating revenue increased with
continued strength in the core businesses
and realised development gain from
LongroadEnergy
•International Portfolio incentive fees
accrued as at 31 March 2019 relate to
Infratil’sinvestments in Canberra Data
Centres, Tilt Renewables, Longroad
Energy and ANU Purpose Built Student
Accommodation (ANU PBSA)
•Increase in depreciation and amortisation
reflects growth in asset base, including
the commissioning of the Salt Creek wind
farm
•Increase in tax expense primarily relating
to LongroadEnergy
•Discontinued operations include ANU
PBSA, NZ Bus, Perth Energy and Snapper
Notes:
1.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale transaction rather
than through continuing use
International
Portfolio
Initial
Incentive fee
Fee reflects the
performance of
international
assetsacquired
in the 2017
financial year
InfratilFull year results presentation 20197
31 March ($Millions)
AcquisitionValuationDistributions
1
Cost
2
Initial FeeIRR
3
ANU PBSA31/08/2016174.8 20.0 (127.0)13.6
29.9%
Canberra Data Centres15/09/2016889.2 32.5 (595.1)65.3
30.7%
Longroad Energy26/10/2016122.7 55.8 (72.7)21.2
63.7%
Tilt Renewables28/10/2016713.4 19.5 (720.2)2.5
13.1%
1,900.1 127.8 (1,515.0)102.6
Notes:
1.Distributions from International Portfolio assets plus the hurdle rate of return calculated on a daily basis, compounding
2.Cost value (including capital returns) of the International Portfolio assets plus the hurdle rate of return calculated on a daily basis, compounding
3.IRR after Initial Incentive fees calculated as at 31 March, other than ANU PBSA which has been calculated based on a forecast settlement date of
20 May 2019
•The Management Agreement provides for the assessment of an initial incentive fee in the third
financial year after acquisition of an international asset. The fee assesses the performance of the
assets since its respective date of acquisition
•The initial incentive fee has been finalised and approved by the Infratil Board as part of the approval
of the financial statements for the year ended 31 March 2019
•On 14 May Infratil announced that the sale of its ANU PBSA investment is unconditional and that it
expects to receive cash proceeds of approximately A$162 million on 20 May 2019, having already
received distributions of A$4.8 million since 31 March 2019
Underlying
EBITDAF
Capital
investment
drives
EBITDAFgrowth
in Tilt,Canberra
DataCentres and
Longroad Energy
•Trustpowerabove expectation, however short of
last year’s ‘once in a decade’ hydrologycombining
high generation volumes and prices
•Tilt Renewablesincludes the first contribution
from Salt Creek and wind conditions in line with
long-term expectations
•Increased passenger numbers and commercial
revenue at Wellington Airport
•Canberra Data Centresyear-on-year earnings
growth and valuation uplift in data centre assets
•Continued challenges on resales and development
margins for RetireAustralia
•Longroad Energyprimarily reflects the gain on
the sale of Project Phoebe, a solar development in
Texas, USA
•NZ Bus performance impacted by a number of
operating challenges
•Strong result from Perth Energy reflecting the
repositioning of its Retail business over the last 2
years
InfratilFull year results presentation 20198
31 March ($Millions)20192018
Trustpower222.2243.1
Tilt Renewables144.4112.3
Wellington Airport101.495.4
Canberra Data Centres83.956.1
RetireAustralia9.218.3
Longroad Energy46.5(19.7)
Corporate and other(27.5)(23.5)
Underlying EBITDAF (excl. fees)
1
581.1482.0
Int’l Portfolio incentive fee(102.6)-
Underlying EBITDAF (continuing)477.5482.0
NZ Bus17.433.4
Perth Energy35.9(5.8)
ANU PBSA12.814.4
Other(4.1)22.5
Underlying EBITDAF539.5546.4
Notes:
1.International Portfolio Initial Incentive fee
Capital
Expenditure &
Investment
Building a
balanced
portfolio
capable of
delivering long-
termcapital
growth
•Tilt Renewables completedtheSalt Creek wind
farm (54MW) in July 2018 and is well underway
with construction of the Dundonnellwind farm
(336MW)
•Wellington Airport RydgesHotel and multi-level
car park completed and open for business
•Canberra Data Centres
‐Completion of the Fyshwick2(21MW) data
centre facility
‐Commencement of construction on
Hume 4 (23MW)
‐Acquisition of the Eastern Creek facility in
Sydney, with development potential of up to
120MW
•RetireAustraliaprogressing Lutwyche Fancutts,
Burleighand Tarragindidevelopments
•NZ Bus acquired 71 double decker buseswhich
are now in service
•Longroad construction of Project Phoebe
(315MW) solar project and Project Rio Bravo
(238MW) wind project
InfratilFull year results presentation 20199
31 March ($Millions)20192018
Trustpower27.727.9
Tilt Renewables127.190.5
Wellington Airport72.185.1
Canberra Data Centres
1
140.622.0
RetireAustralia
1
31.835.9
NZ Bus45.919.1
Other28.114.8
Capital Expenditure473.4295.3
Tilt Renewables
2
109.3-
ANU PBSA9.1-
Longroad Energy87.230.6
Investment205.630.6
Capital Expenditure & Investment679.0325.9
Notes:
1.Infratil’s proportionate share of associate’s capital expenditure
2.Shares acquired under Infratil and Mercury Energy's full cash takeover offer for Tilt Renewables Limited
Distributions
FY20 dividend
expected to be
maintained at the
current level on a
cents per share
basis
Final Ordinary Dividend
•A final ordinary dividend of 11.00 cps
payable on 27 June 2019
•The record date will be 21 June 2019
•Partially imputed with 2 cps of imputation
credits attached
•Combined with the FY19 interim dividend,
total dividends for FY2019 of 17.25cps
•The dividend reinvestment plan will not
apply to this dividend
Dividend Outlook
•Infratil expects its FY2020 dividend to be
maintained at the current level on a cents
per share basis (17.25 cps)
InfratilFull year results presentation 201910
0
2
4
6
8
10
12
14
16
18
20
2013201420152016201720182019
Ordinary dividend per share profile
InterimFinal
Debt Capacity
& Facilities
Duration
extended and
capacity
preserved to
supportfurther
investment
•Net debt position of $44.3 million and wholly owned subsidiaries’ bank facilities drawn of
$99.4 million as at 31 March 2019
•Senior debt facilities have maturities up to 5 years
•$68.5 million and $80.5 million of Infrastructure Bonds maturing in November 2019 and
February 2020 respectively
•Committed acquisition debt facility of NZ$800 million, of which approximately NZ$400 million is
expected to be drawn as part of the acquisition of Vodafone NZ
InfratilFull year results presentation 201911
Maturities to 31 March ($Millions)
Infratil and wholly-owned subsidiaries
Total2020202120222023>4 yrs>10yrs
Bonds1,136.4149.0-93.9193.7467.9231.9
Infratil bank facilities
1
473.033.0210.0115.0100.015.0-
100% subsidiaries’ bank facilities
2
29.429.4-----
Committed acquisition debt facility800.0-600.0-100.0100.0-
Notes:
1.Infratil and wholly-owned subsidiaries exclude Trustpower, Tilt, WIAL, Perth Energy, CDC, RetireAustralia, ANU PBSA and Longroad
2.NZ Bus export credit guarantee fleet procurement facility. This facility was fully repaid in May 2019
Notes:
1.Based on composition of existing Infratilportfolio
Portfolio
Target Returns
Ten-year 11-15%
total shareholder
return target
maintained.
Portfolio
composition and
active
management
approach have
been designed
to deliver
targetedreturns
Leverage
Assumption
Expected
Returns
1
Infratil
Portfolio
Management
Costs
Return to
Shareholders
Core
Lower Risk
Core Plus /
Growth
Development
Higher Risk
8–10%
Per annum
10–15%
Per annum
15–25%
Per annum
Average Debt
Funding 30%
at6% p.a.
interest rate
1% of assets
Per annum
11–15%
Per annum
++
–
=
InfratilFull year results presentation 2019
++–=
12
Asset Values
The value of
Infratil’s
subsidiaries and
associates is
recorded in
Infratil’s
financial
statements in
accordance with
NZ IFRS. This
slide presents an
alternative
method for
valuing those
assets
•Trustpowerbased on market price as at 16 May 2019
•Vodafone NZ based on NZ$1,029 million acquisition
price
•Canberra Data Centres, Tilt Renewablesand Longroad
Energy based on Independent Valuations as at
31 March 2019
•Wellington Airport based on a 16x multiple of forecast
FY2020 EBITDA less net debt as at 31 March 2019
•RetireAustraliabased on 1x multiple of net tangible
assets as at 31 March 2019
•Proceeds of A$162 million from the sale of ANU PBSA
expected on 20 May 2019, A$4.8 million of distributions
received since 31 March 2019
•Other includes 31 March 2019book values for Australian
Social Infrastructure Partners, Infratil Infrastructure
Property and ClearvisionVentures
•NZ Bus and Perth Energy based on book values as at
31 March 2019, reflecting that the assets are under
strategic review
•Net wholly owned debt includes Infratil’s net bank debt
of NZ$45 million, and infrastructure bonds of
NZ$1,136 million, both as at 31 March 2019
•International Portfolio incentive feesaccrued as at
31 March 2019 (refer slide 7)
•Corporate costsare calculated as 5 times FY2020
management fees and corporate costs
InfratilFull year results presentation 20191313
($Millions)Asset Value
Trustpower
1,110
Canberra Data Centres
841 –942
Wellington Airport
770 –850
Tilt Renewables
650 –785
RetireAustralia
265 –325
Longroad Energy
123
Other
110
ANU PBSA
169
1
NZ Bus
167
1
Perth Energy
90
1
Total4,295 –4,671
Net wholly owned debt(1,181)
Int’l Portfolio incentive fee(103)
Corporate costs(185)
Net Equity Value2,826 –3,202
Notes:
1.Assets under strategic review
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
4.50
5.00
20092010201120122013201420152016201720182019
Infratil Share
Price
Performance
Infratil has
delivered
outstanding
returns over the
short, medium
and long-term
Infratil Share Price
Total Shareholder Return
1
PeriodTSR
1 Year45.5%
5 Year20.1%
10 Year15.7%
Inception –25 years17.5%
InfratilFull year results presentation 201914
Notes:
1.Total Shareholder Return based on a 16 May 2019 closing share price of $4.45
Operating Businesses
Trustpower
Solid operating
result following
outstanding
performance in
the prior year
Financial
•EBITDAF from continuing operations of $222 million was
$21 million (9%) below the prioryear
•Generation volume was 11% lower than the very high
volume achieved in 2018 but still 4% above long-term
average
•Increased Retail EBITDAF of $64 million, up $4 million (8%)
from prior year, indicatinginvestment in providing bundled
offers is delivering sustainable results
Customers
•Overall customer growth was modest (1% increase in total
utility accounts on prior year),however bundled customer
numbers increased, leading to improved margins (5%
increaseon prior year)
•Total accounts with two or more products up 7% to 107,000
accounts
•The operational focus has been on enhancing the
telecommunications network.Trustpowernow has a carrier
grade network that is well positionedto meet future
customer demands
Generation
•New Zealand generation production of 1,994GWh was
down 11% from the exceptionalresult recorded the prior
year but still above the long run average of 1,917GWh
•The operational focus has been on strengthening reliability
and availability of keygeneration plant in anticipation of a
more volatile future wholesale market
Infratil Full year results presentation 201916
Tilt
Renewables
Uplift in
EBITDAF
performance
following
completion of
Salt Creek
InfratilFull year results presentation 201917
Financial
•EBITDAF of A$134.8 million was A$31.0 million (30%) above
the prior year of A$103.8 million
•Revenue of A$193.3 million was A$35.3 million (22%) above
the prior year, primarily due to the contribution of Salt
Creek production (134GWh) and a rebound of New Zealand
production
•Australia and New Zealand production broadly in line with
long-term expectations
•Development and employee cost for Dundonnell Wind
Farm capitalised upon financial close
Construction and development
•Salt Creek Wind Farm (54MW in Victoria) commissioned in
July 2018, on time and on budget
•Dundonnell Wind Farm (336MW in Victoria) construction
commenced after securing long-term revenue offtakes
from Victorian Government and Snowy Hydro (covering
87% output)
•The development pipeline has been expanded by 1GW,
with Waverley Wind Farm (~130MW in South Taranaki) is
progressing well, having secured a long-term Genesis
Energy offtake
Canberra Data
Centres
EBITDA growth
delivered while
capacity
additions and
development
continues
Financial
•FY2019 EBITDA of A$72.3 million was A$16.5 million (30%)
above the prioryear
•FY2020 forecast EBITDA of A$110 million from a pipeline of
diverse opportunities with new and existing clients
Growth and development
•Major contract wins with Government and Hyperscale cloud
customers
•New Data Hosting Strategy by the Australian Government
improves CDC’s market position
•Whole of portfolio weighted average lease expiry (WALE) of
9 years (FY2018: 4.2 years), and 16.7 years with options
(FY2018: 10.9 years), providing confidence in forward outlook
•FY2020 forecast capital expenditure of A$374 million;
completing Hume 4 (23MW) and Eastern Creek 2 (13MW),
construction of Eastern Creek 3 (25MW), and partial fit-out of
Fyshwick 2, Eastern Creek 2 and Hume 4
Valuation
•Independent valuation of Infratil’s48.2% share of CDC as at
31 March 2019 between NZ$841million-NZ$942 million
•Implied multiple of 16x to 18x on a 1-year forward run-rate
EBITDA basis
InfratilFull year results presentation 201918
Longroad
Energy
Expanded
development of
renewables in
the US
InfratilFull year results presentation 201919
Financial
•FY2019 Associate earnings of NZ$46.5 million, compared to a
loss of NZ$19.7 million in the prior year
•To date Infratil has invested NZ$154.3 million, and received
distributions and capital returns of NZ$151.7 million
•Independent valuation of Infratil’sinvestment as at
31 March 2019 of NZ$123 million
Longroadtoday
•Total operating portfolio of 685MW, managing construction
of 553MW
•LongroadServices providing operating and maintenance
services to 1,476MW including 791MW from third party
owned operating assets
Development business on track
•First wave of projects (Phoebe 315MW solar and Rio Bravo
238MW wind) have reached financial close
Outlook
•Second wave of projects includes up to 800MW of new
development deals (Prospero Solar, El Campo Wind and
Foxhound Solar)
•Current development pipeline of ~8GW
Wellington
Airport
Strong earnings
growth and
completion of
significant
infrastructure
projects
Financial
•EBITDAF of $101.4 million, 6.2% growth on last year
•Over 6.4 million passengers, a 4.4% (or 269,000) increase on last
year, with the highest annual domestic growth in the last
decade
•Continuing to deliver a great visitor experience with excellent
global connectivity for the Wellington region. Passenger
surveys are indicating the highest-ever levels of approval
•Concluded a five-year, $300 million investment programme,
including the delivery of two major infrastructure projects;
✓RydgesWellington Airport hotel opened in February 2019
✓Multi-level car park and transport hub opened in October 2018
Outlook
•Repricing of aeronautical facilities and services is now expected
to start in late FY2020 once the airport has greater clarity on
capital investment associated with its 2040 master plan and
increasing aviation security requirements
•WIAL has agreed with its substantial airline customers to extend
current aeronautical pricing in the interim
•Wellington Airport consent application to extend the runway
was withdrawn from the Environment Court, with
re-application currently planned for 2020
InfratilFull year results presentation 201920
NZ Bus
Long-term scale
and stability
secured for
Auckland,
Wellington and
Tauranga
Financial
•Revenue down 15.8%, largely due to reduced scale in
Wellington
•Expenses down 10.0% reflecting the reduced scale in
Wellington, one-off transition costs to the new operating
model and implementation of the new Tauranga contract
•FY2019 EBITDA of $17.4 million impacted by a number of
one-off transition costs
Contracting market and forecast update
•Geographically diversified revenues in place, with 20 Auckland
units, 5 Wellington units, 2 Tauranga/BOP units and
Wellington Airport Flyer (exempt service). Average contract
tenure ~9 years
•Transition to new contracts in Auckland, Wellington and
Tauranga now complete
•71 double deckers($45 million) have been delivered and are
all in service across Auckland and Wellington
•Organic growth expected within current markets. Recent
operating challenges due to transition to new contracts and
below established staff levels
Capital expenditure outlook
•Currently working with GWRC on the procurement of new
fleet, with EV/diesel options under consideration
InfratilFull year results presentation 201921
RetireAustralia
Strong
long-term
investment
thematic with
near term choices
around pace of
development
Financial
•Underlying profit A$17.1 million, a decrease from
A$33.7 million in FY2018
•Lower accrued deferred management fees due to a 1.2% unit
price decrease
•Lower development margin due to a lower volume of new
units available to be sold (15 sales vs 51 sales)
•Despite industry headwinds, the sector dynamics combined
with the Federal Government focus on ageing in the home,
demonstrates that the significant market opportunity for high
quality retirement living, with a built-in continuum of care,
remains
Development
•2 urban villages currently under construction, including 70
purpose built care apartments due for completion in
September 2019
•First greenfield development expected to commence
construction in Calendar Year 2020
•Total development pipeline of 822 units
Care
•Home care rollout commenced in South Australia and Central
Coast of NSW, providing both privately and government
funded services
•Care model to be rolled out at new development providing
high levels of care to residents
InfratilFull year results presentation 201922
Perth Energy
Strong
turnaround in
performance
following
repositioning of
the business
ahead of
strategic review
Financial
•EBITDAF of A$33.5 million, a A$38.8 million improvement on
the prior year
•A$20.1 million of cost savings arising from truing up Perth
Energy’s shortfall positions for Calendar Year 2017 to the first
quarter of 2019 with lower priced future Large-scale
Generation Certificates
Retail
•Re-negotiation of medium term wholesale supply
arrangements completed and effective from
1 September 2018
•Generation asset has been used effectively to hedge the
Retail portfolio against high balancing prices
Generation
•Generation plant provides valuable peaking capacity to the
Western Australian energy market
•One of the few fast-start turbines in Western Australia which
continues to play an important role in supporting the
deployment of intermittent renewables
InfratilFull year results presentation 201923
Strategic
Review
Update
Portfolio
divestments
andtightening is
well advanced
InfratilFull year results presentation 201924
ANU PBSA
•Infratil has received all counterparty consents for the sale of its 50% interest in the Australian National
University’s Purpose Built Student Accommodation concession to funds controlled by AMP Capital
•Completion of the transaction is expected to occur on 20 May 2019 and Infratil expects to receive cash
proceeds of approximately A$162 million. Distributions of A$4.8 million have been received since
931 March 2019
NZ Bus
•Infratil has agreed the sale of NZ Bus with Next Capital, subject to regulatory approvals and the
approval of NZ Bus’key contract counterparties. OIO approval and Council change of control consents
remain outstanding
•On completion of the transaction Infratil expects to receive proceeds of approximately
$160-$170 million, after adjustments for working capital, capital expenditure, and an earnout
mechanism
•At 31 March 2019 Infratil has impaired the carrying value of the asset by $27.2 million to reflect
estimated proceeds
Snapper
•Infratil has agreed the sale of its interest in Snapper subject to counterparty consents
Perth Energy
•Perth Energy is now well positioned, but the investment is no longer a fit with Infratil’sstrategic
investment parameters
•Infratil is in negotiation with prospective buyers of its interest in Perth Energy with conclusion of the
strategic review expected in FY2020
FY2020
Outlook
The Vodafone NZ
acquisition will
enhance near-
term guidance
depending on
final completion
date
InfratilFull year results presentation 201925
Infratil FY2020 earnings guidance
1
and dividends
Guidance
1
($Millions)2020
2
Underlying EBITDAF635-675
Netinterest165-175
Depreciation& amortisation160-170
Capital expenditure700-800
•FY2020 Underlying EBITDAF guidance range
from continuing operations set at
$635-$675 million
•Key assumptions include:
▪Trustpower EBITDAF guidance of
$205-$225 million
▪Tilt EBITDAF guidance of A$122-$129 million
▪Infratil’s share of CDC’s reported EBITDA -
A$52 million
▪Longroad contribution assumes 3
development project gains together with the
Rio Bravo development gain
▪No Incentive Fees are forecast
▪Vodafone NZ full year FY2020 Underlying
EBITDA is forecast to be between
NZ$460-$490 million
▪Included in Infratil’s FY2020 guidance is a
7 month contribution from Vodafone NZ,
based on a 49.9% share of Underlying
EBITDA from 1 September 2019
•Infratil expects its FY2020 dividend to be
maintained at the current level on a dividend per
share basis
•Underlying EBITDAF guidance is presented on a
continuing operations basis and therefore excludes
any contributions from NZ Bus, ANU, Perth Energy
and Snapper
•Capital expenditure excludes the acquisition of
Vodafone NZ, and includes a proportionate share
of capital expenditure spent by other associates
Notes:
1.2020 guidance is based on Infratilmanagement’s current expectations and assumptions about the trading performance of Infratil’scontinuing
operations and is subject to risks and uncertainties, is dependent on prevailing market conditions continuing throughout the outlook period and
assumes no major changes in the composition of the Infratilinvestment portfolio. Trading performance and market conditions can and will
change, which may materially affect the guidance set out above
2.Postacquisition of Vodafone NZ
3.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale
transaction rather than through continuing use
Portfolio reset
largely
complete and
set to deliver
Newlyfocused
portfolio with
significantly
enhanced
pipeline
supported by
strengthened
core cash
generation
InfratilFull year results presentation 201926
Demonstrated Performance
•Standout performances from Tilt, Longroad, and Canberra Data
Centresfollowing commitment to platforms and delivery of
significant new facilities
•Core cash generating operating businesses deliver forecasted
earnings
•45.5% 12 month total shareholder return through 16 May 2019
Focused Portfolio
•Portfolio divestment programme nearing completion
•Allocation of available capital towards high-conviction
renewable energy and data platforms expected to continue
Positive Outlook
•Renewable energy platforms continue to strengthen with
material MW upgrades to Tilt and Longroadutility-scale wind
andsolar pipelines
•Canberra Data Centre expansion capability significantly
enhanced with new Sydney campus
•Material uplift in EBITDAF outlook assuming completion of
Vodafone NZ transaction in August 2019
•Portfolio reset largely complete and set to deliver long-
termtargeted returns
27
For further
information:
www.infratil.com
Appendix I
Reconciliation of
NPAT to
Underlying
EBITDAF
•Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of
the underlying business performance
•Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financial
derivative movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of
RetireAustralia’s underlying profit
•Underlying profit for RetireAustralia removes the impact of unrealised fair value movements on investment
properties, impairment of property, plant and equipment, excludes one-off gains and deferred taxation, and
includes realised resale gains and realised development margins
•In Management’s view underlying profit provides a better benchmark to measure business performance in the
aged care sector
InfratilFull year results presentation 201928
31 March $Millions20192018
Net profit after tax52.4
160.5
Less: share of RetireAustralia associate earnings23.9
4.5
Plus: share of RetireAustralia underlying earnings9.2
18.3
Net loss/(gain) on foreign exchange and derivatives(0.1)
(34.8)
Net realisations, revaluations and (impairments)31.9
(12.5)
Discontinued operations41.3
55.7
Underlying earnings158.6
191.7
Depreciation & amortisation160.4
151.5
Net interest148.5
150.5
Tax72.0
52.7
Underlying EBITDAF539.5
546.4
---
Notes20192018
$000$000
Dividends received from subsidiary companies186,14580,000
Subvention income-10,327
Operating revenue30,26527,840
Total revenue216,410118,167
Directors' fees822740
Other operating expenses29,57827,029
Total operating expenditure 430,40027,769
Operating surplus before financing, derivatives, realisations and impairments186,01090,398
Net gain/(loss) on foreign exchange and derivatives4,4214,349
Net realisations, revaluations and (impairments)--
Financial income62,49738,502
Financial expenses(66,721)(68,574)
Net financing expense(4,224)(30,072)
Net surplus before taxation186,207 64,675
Taxation expense6(5,155)(5,610)
Net surplus for the year 181,052 59,065
Other comprehensive income, after tax
Fair value movements in relation to executive share scheme573(237)
Total other comprehensive income after tax573(237)
Total comprehensive income for the year181,62558,828
The accompanying notes form part of these financial statements.
Statement of Comprehensive Income
For the year ended 31 March 2019
Infratil Limited
1
NotesCapitalOther reserves
Retained
earnings
Total
$000$000$000$000
Balance as at 1 April 2018354,55233912,916367,807
Total comprehensive income for the year
Net surplus for the year--181,052181,052
Other comprehensive income after tax
-573-573
Total other comprehensive income
-573-573
Total comprehensive income for the year
-573181,052181,625
Contributions by and distributions to owners
Share buyback
----
----
Conversion of executive redeemable shares
----
Dividends to equity holders
3--(95,077)(95,077)
Total contributions by and distributions to owners
--(95,077)(95,077)
Balance at 31 March 2019
354,55291298,891454,355
Balance as at 1 April 2017356,96257643,459400,997
Total comprehensive income for the year
Net surplus for the year--59,06559,065
Other comprehensive income after tax
-(237)-(237)
Total other comprehensive income
-(237)-(237)
Total comprehensive income for the year
-(237)59,06558,828
Contributions by and distributions to owners
Share buyback
(2,410)--(2,410)
----
Conversion of executive redeemable shares
----
Dividends to equity holders
3--(89,608)(89,608)
Total contributions by and distributions to owners
(2,410)-(89,608)(92,018)
Balance at 31 March 2018
354,55233912,916367,807
The accompanying notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 31 March 2019
Statement of Changes in Equity
For the year ended 31 March 2018
Treasury Stock reissued under dividend reinvestment plan
Infratil Limited
Fair value movements in relation to executive share scheme
Treasury Stock reissued under dividend reinvestment plan
Fair value movements in relation to executive share scheme
2
Notes20192018
$000$000
Cash and cash equivalents--
Prepayments and sundry receivables2,0651,097
Income tax receivable--
Advances to subsidiary companies 141,151,916936,013
Current assets1,153,981937,110
Deferred tax 614,20316,608
Investments 14585,529585,529
Non-current assets599,732602,137
Total assets1,753,7131,539,247
Bond interest payable5,5075,637
Accounts payable4,0692,879
Accrual and other liabilities4292,255
Infrastructure bonds 7148,857111,202
Derivative financial instruments 81,7291,607
Loans from group companies 14153,897153,897
Total current liabilities314,488277,477
Infrastructure bonds 7747,169652,094
Perpetual Infratil Infrastructure bonds 7231,534231,152
Derivative financial instruments 86,16710,717
Non-current liabilities984,870893,963
Attributable to shareholders of the Company454,355367,807
Total equity454,355367,807
Total equity and liabilities1,753,7131,539,247
Approved on behalf of the Board on ϭςDĂLJ 2019
Director Director
The accompanying notes form part of these financial statements.
Statement of Financial Position
Infratil Limited
As at 31 March 2019
3
Notes20192018
$000$000
Cash flows from operating activities
Cash was provided from:
Dividends received from subsidiary companies186,14580,000
Subvention income-10,327
Interest received62,49738,502
GST refund received--
Operating revenue receipts29,29727,508
277,939156,337
Cash was dispersed to:
Interest paid(64,703)(67,069)
Payments to suppliers(31,043)(27,280)
Taxation (paid) / refunded(2,750)(3,715)
(98,496)(98,064)
Net cash flows from operating activities
10179,44358,273
Cash flows from investing activities
Cash was provided from:
Net movement in subsidiary company loan-38,164
-38,164
Cash was dispersed to:
Acquisition of shares in subsidiary--
Cash outflow for group company loan(215,330)-
(215,330)-
Net cash flows from investing activities
(215,330)38,164
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares--
Issue of bonds246,249143,413
246,249143,413
Cash was dispersed to:
Repayment of bonds(111,418)(147,396)
Infrastructure bond issue expenses(3,867)(2,068)
Repurchase of shares-(778)
Dividends paid
3(95,077)(89,608)
(210,362)(239,850)
Net cash flows from financing activities
35,887(96,437)
Net cash movement --
Cash balances at beginning of year--
Cash balances at year end--
The accompanying notes form part of these financial statements.
Infratil Limited
Statement of Cash Flows
Note some cash flows above are directed through an intercompany account. The cashflow statement above has been prepared on the assumption that these
transactions are equivalent to cash in order to present the total cashflows of the entity.
For the year ended 31 March 2019
4
(1) Accounting policies
(A) Reporting Entity
(B) Basis of preparation
Accounting estimates and judgements
Valuation of investments
Accounting for income taxes
(C) Taxation
(D) Derivative financial instruments
Notes to the Financial Statements
For the year ended 31 March 2019
Infratil Limited ('the Company') is a company domiciled in New Zealand and registered under the Companies Act 1993. The Company is listed on the NZX and ASX,
and is an issuer in terms of the Financial Markets Conduct Act 2013.
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’) and comply with New Zealand
equivalents to International Financial Reporting Standards ('NZ IFRS') and other applicable financial reporting standards as appropriate for profit-oriented
entities. The presentation currency used in the preparation of these financial statements is New Zealand dollars, which is also the Company's functional currency,
and is presented in $ thousands unless otherwise stated. The principal accounting policies adopted in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise stated. Comparative figures have been restated where
appropriate to ensure consistency with the current period.
The financial statements comprise statements of the following: comprehensive income; financial position; changes in equity; cash flows; significant accounting
policies; and the notes to those statements are contained on pages 5 to 16 of this report. The financial statements are prepared on the basis of historical cost,
except financial derivatives valued in accordance with accounting policy (D).
The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Future outcomes
could differ from those estimates. The principal areas of judgement in preparing these financial statements are set out below.
Infratil completes an assessment of the carrying value of investments at least annually and considers objective evidence for impairment on each investment taking
into account observable data on the investment, the fair value, the status or context of capital markets, its own view of investment value, and its long term
intentions. Infratil notes the following matters which are specifically considered in terms of objective evidence of impairment of its investments, and whether
there is a significant or prolonged decline from cost, which should be recorded as an impairment, and taken to profit and loss: any known loss events that have
occurred since the initial recognition date of the investments, including its long term investment horizon, specific initiatives which reflect the strategic or
influential nature of its existing investment position and internal valuations; and the state of financial markets. The assessment also requires judgements about
the expected future performance and cash flows of the investment.
Preparation of the financial statements requires management to make estimates as to, amongst other things, the amount of tax that will ultimately be payable,
the availability of losses to be carried forward and the amount of foreign tax credits that it will receive. Actual results may differ from these estimates as a result
of reassessment by management and/or taxation authorities.
Income tax comprises both current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the balance date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of the differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for taxation purposes.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits or
deferred tax liabilities will be available within the Company against which the asset can be utilised.
When appropriate, the Company enters into agreements to manage its interest rate, foreign exchange, operating and investment risks. In accordance with the
Company's risk management policies, the Company does not hold or issue derivative financial instruments for speculative purposes. However, certain derivatives
do not qualify for hedge accounting and are required to be accounted for at fair value through profit or loss. Derivative financial instruments are recognised
initially at fair value at the date they are entered into. Subsequent to initial recognition, derivative financial instruments are stated at fair value at each balance
sheet date. The resulting gain or loss is recognised in the profit or loss immediately unless the derivative is designated effective as a hedging instrument, in which
event, recognition of any resultant gain or loss depends on the nature of the hedging relationship.
5
Notes to the Financial Statements
For the year ended 31 March 2019
(E) Impairment of assets
(F) Borrowings
(G) Foreign currency transactions
(H) Changes in accounting policies
(I) Adoption status of relevant new financial reporting standards and interpretations
(2) Nature of business
At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any
difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the
effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.
Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets
and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign
currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest
and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair
value was determined. Foreign currency differences arising on translation are recognised in profit or loss.
The Company is the ultimate parent company of the Infratil Group, owning infrastructure & utility businesses and investments in New Zealand, Australia and the
United States. The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is 5 Market Lane,
Wellington, New Zealand.
The Company has adopted NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with Customers from 1 April 2018.
NZ IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment
on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial
instruments from NZ IAS 39 Financial Instruments: Recognition and Measurement, which NZ IFRS 9 replaces. The adoption of this accounting standard has not had
a material impact on the financial statements.
NZ IFRS 15 Revenue from Contracts with Customers, establishes a comprehensive framework for determining whether, how much and when revenue is
recognised. It replaces existing revenue recognition guidance, including NZ IAS 18 Revenue, NZ IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty
Programmes. The adoption of this accounting standard has not had a material impact on the financial statements.
NZ IFRS 16 Leases, removes the classification of leases as either operating leases or finance leases – for the lessee – effectively treating all leases as finance leases.
Lessor accounting remains similar to current practice – i.e. lessors continue to classify leases as finance and operating. The standard is effective for annual
reporting periods beginning on or after 1 January 2019. The Company's preliminary assessment of adopting NZ IFRS 16 is that it will not have a material impact on
the financial statements.
The following new standards, amendments to standards and interpretations are issued but not yet effective and have not been applied in preparation of these
consolidated financial statements.
6
Notes to the Financial Statements
For the year ended 31 March 2019
(3) Infratil shares and dividends
Ordinary shares (fully paid)
20192018
Total issued capital at the beginning of the year
559,278,166560,053,166
Movements in issued and fully paid ordinary shares during the year:
Share buyback
-(775,000)
Total issued capital at the end of the year
559,278,166559,278,166
Dividends paid on ordinary shares
2019201820192018
cents per sharecents per share
$000$000
Final dividend prior year (paid 14 June 2018)
10.75 10.00 60,122 56,005
Interim dividend current year (paid 18 December 2018)
6.25 6.00 34,955 33,603
Dividends paid on ordinary shares
17.00 16.00 95,077 89,608
Executive redeemable shares
20192018
$000
$000
Balance at the beginning of the year 433,000990,500
Shares issued
-
-
Shares converted to ordinary shares
-
-
Shares cancelled
-
(557,500)
Balance at end of year 433,000433,000
(4) Other operating expenses
20192018
$000
$000
Fees paid to the Company auditor204 365
Directors’ fees822 740
Administration and other corporate costs5,423 5,411
Management fee (to related party Morrison & Co Infrastructure Management)1423,951 21,253
Total other operating expenses30,400 27,769
20192018
Fees paid to the Company auditor
$000
$000
Audit and review of financial statements 204 158
Other assurance services - -
Taxation services - -
Other services - 207
Total fees paid to the Company auditor 204 365
All fully paid ordinary shares have equal voting rights and share equally in dividends and equity. At 31 March 2019 the Group held 775,000 shares as Treasury
Stock.
The audit fee includes the fees for both the annual audit of the Group and Company financial statements and the review of the interim financial statements. Other
services relate to due diligence work.
7
Notes to the Financial Statements
For the year ended 31 March 2019
(5) Net realisations and (impairments)
(6) Taxation
20192018
$000$000
Surplus before taxation186,20764,675
Taxation on the surplus for the period @ 28%52,13818,109
Plus/(less) taxation adjustments:
Exempt dividends(52,121)(22,400)
Losses offset within Group10,1408,202
Subvention payment-(2,892)
Timing differences not recognised--
Over provision in prior years1904,434
Other permanent differences(5,192)157
Taxation expense5,1555,610
Current taxation 2,7503,715
Deferred taxation 2,4051,895
5,1555,610
There was no income tax recognised in other comprehensive income during the period (2018: nil)
Recognised deferred tax assets and liabilities
20192018
$000$000
Derivatives2,2113,451
Tax losses carried forward12,06713,307
Deferred tax assets14,27816,758
20192018
$000$000
Other items(75)(150)
Deferred tax liabilities(75)(150)
Property, plant and equipment20192018
Investment property$000$000
Derivatives
2,2113,451
Tax losses carried forward12,06713,307
Other items(75)(150)
Net deferred tax assets/(liabilities)14,20316,608
Changes in temporary differences affecting tax expense
2019201820192018
$000$000$000$000
Derivatives(1,240)(1,217)--
Tax losses carried forward(1,240)(793)--
Other items75115--
(2,405)(1,895)--
At 31 March 2019 the Company reviewed the carrying amounts of loans to Infratil Group companies to determine whether there is any indication that those
assets have suffered an impairment loss. The recoverable amount of the asset was estimated by reference to the counterparties' net asset position and ability to
repay loans out of operating cash flows in order to determine the extent of any impairment loss. As a result the Company did not impair any loans to Infratil Group
companies in 2019 (2018: nil).
Assets
Tax Expense
Liabilities
Net Assets/(Liabilities)
Other Comprehensive Income
8
Notes to the Financial Statements
For the year ended 31 March 2019
(7) Infrastructure Bonds
20192018
$000$000
Balance at the beginning of the year994,448998,305
Issued during the year246,249143,413
Exchanged during the year(51,050)(32,739)
Matured during the year(60,367)(114,657)
Purchased by Infratil during the year--
Bond issue costs capitalised during the year(3,867)(2,069)
Bond issue costs amortised during the year2,1472,195
Balance at the end of the year1,127,560994,448
Current148,857111,202
Non-current fixed coupon 747,169652,094
Non-current perpetual variable coupon231,534231,152
Balance at the end of the year1,127,560994,448
Repayment terms and interest rates:
IFT180 Maturing in November 2018, 6.85% p.a. fixed coupon rate-111,418
IFT200 Maturing in November 2019, 6.75% p.a. fixed coupon rate68,50068,500
IFT090 Maturing in February 2020, 8.50% p.a. fixed coupon rate80,49880,498
IFT220 Maturing in June 2021, 4.90% p.a. fixed coupon rate93,88393,883
IFT190 Maturing in June 2022, 6.85% p.a. fixed coupon rate93,69693,696
IFT240 Maturing in December 2022, 5.65% p.a. fixed coupon rate100,000100,000
IFT210 Maturing in September 2023, 5.25% p.a. fixed coupon rate122,104122,104
IFT230 Maturing in June 2024, 5.50% p.a. fixed coupon rate56,11756,117
IFT250 Maturing in June 2025, 6.15% p.a fixed coupon rate43,41343,413
IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100,000-
IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate146,249-
IFTHA Perpetual Infratil infrastructure bonds231,917231,917
less: Bond issue costs capitalised and amortised over term(8,817)(7,098)
Balance at the end of the year1,127,560994,448
Fixed coupon
Perpetual Infratil infrastructure bonds ('PIIBs')
At 31 March 2019 the Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,104.4 million (31 March 2018: $989.6 million).
The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. 25 days prior to the maturity
date of the IFT090 series, Infratil can elect to convert all of the bonds in that series to equity by issuing the number of shares calculated by dividing the $1.00 face
value by 98% of the market price of an Infratil share. The market price is the average price weighted by volume of all trades of ordinary shares over the 10
business days up to the fifth business day before the maturity date.
The Company has 231,916,600 (31 March 2018: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the
period to 15 November 2019 the coupon was fixed at 3.55% per annum (2018: 3.50%). Thereafter the rate will be reset annually at 1.5% per annum over the then
one year bank rate for quarterly payments, unless Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure
bonds have no fixed maturity date. No PIIBs (2018: nil) were repurchased by Infratil Limited during the period.
Throughout the period the Company complied with all debt covenant requirements as imposed by the bond trustee.
9
Notes to the Financial Statements
For the year ended 31 March 2019
(8) Financial instruments
The Company has exposure to the following risks due to its business activities and financial policies:
• Credit risk
• Liquidity risk
• Market risk (interest rates and foreign exchange)
2019
Accounts
payable, accruals
and other
liabilities
Infrastructure
bonds
Perpetual Infratil
Infrastructure
bonds
Derivative
financial
instruments
Total
$000$000$000$000$000
Balance sheet
163,902896,026231,5347,8961,299,358
Contractual cash flows
163,9021,122,247311,8467,8961,605,890
6 months or less
163,90226,0724,1172,568196,659
6 to 12 months
-172,4814,1171,539178,136
1 to 2 years
-40,6788,2332,38651,298
2 to 5 years
-496,60624,6991,403522,708
5 years +
-386,410270,680-657,090
2018
Balance sheet
164,668763,296231,15212,3241,171,440
Contractual cash flows
164,668936,511290,42813,6221,405,229
6 months or less
164,66823,9674,0594,124196,818
6 to 12 months
-132,5224,0593,547140,128
1 to 2 years
-186,7108,1173,321198,148
2 to 5 years
-359,11424,3512,630386,095
5 years +
-234,198249,842-484,040
The tables below analyses the financial liabilities into relevant maturity groupings based on the earliest possible contractual maturity date at the year end date.
The amounts in the tables below are contractual undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bond cash
flows have been determined by reference to the longest dated Infratil Bond, maturing in the year 2028.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board also has a function
of reviewing management practices in relation to identification and management of significant business risk areas and regulatory compliance. The Company has
developed a comprehensive, enterprise wide risk management framework. Management and Board participate in the identification, assessment and monitoring
of new and existing risks. Particular attention is given to strategic risks that could affect the Company.
Credit risk
Liquidity risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company is exposed to
credit risk in the normal course of business including those arising from financial derivatives and transactions (including cash balances) with financial institutions.
The Company has adopted a policy of only dealing with credit-worthy counterparties, as a means of mitigating the risk of financial loss from defaults. Derivative
counterparties and cash transactions are limited to high-credit-quality financial institutions and other organisations in the relevant industry. The Company’s
exposure and the credit ratings of counterparties are monitored. The carrying amounts of financial assets recognised in the Statement of Financial Position best
represent the Company’s maximum exposure to credit risk at the reporting date. No security is held on these amounts.
Liquidity risk is the risk that assets held by the Company cannot readily be converted to cash to meet the Company's contracted cash flow obligations. Liquidity risk
is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and liabilities. The Company's approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due and make value investments, under both normal
and stress conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
10
Notes to the Financial Statements
For the year ended 31 March 2019
Interest rates
20192018
$000$000
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps in place at year end
95,000145,000
Fair value of interest rate swaps
(7,896)(12,324)
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year
50,00050,000
Between 1 to 2 years
45,00050,000
Between 2 to 5 years
-45,000
Over 5 years
--
Interest rate sensitivity analysis
20192018
$000$000
Profit or loss
100 bp increase248939
100 bp decrease(210)(1,023)
There would be no material effect on equity.
Foreign currency
Fair values
20192018
$000$000
Assets
Derivative financial instruments - foreign exchange--
--
--
Split as follows:
Current --
Non-current --
--
Liabilities
Derivative financial instruments - foreign exchange--
Derivative financial instruments - interest rate7,89612,324
7,89612,324
Split as follows:
Current 1,7291,607
Non-current 6,16710,717
7,89612,324
Derivative financial instruments - interest rate
The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception of bond debt held at
amortised cost which have a fair value at 31 March 2019 of $1,104.4 million (2018: $989.6 million) compared to a carrying value of $1,127.6 million (2018: $994.4
million).
At 31 March 2019, if the New Zealand dollar had weakened/strengthened by 10 percent against foreign currencies, with all other variables held consistent, post-
tax profit would not have been materially different. There would have been no material impact on balance sheet components.
Foreign exchange sensitivity analysis
The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/lower with all other variables
held constant.
The Company has exposure to currency risk on the value of its assets and liabilities denominated in foreign currencies, future investment obligations and future
income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to occur. Decisions on buying forward cover for likely foreign
currency investments is subject to the Company’s expectation of the fair value of the relevant exchange rate.
Market risk
Interest rate risk is the risk of interest rate volatility negatively affecting the Company's interest expense cash flow and earnings. The Company mitigates this risk
by issuing borrowings at fixed interest rates or entering into Interest Rate Swaps to convert floating rate exposures to fixed rate exposure. Borrowings issued at
fixed rates expose the Company to fair value interest rate risk which is managed by the interest rate profile and hedging.
11
Notes to the Financial Statements
For the year ended 31 March 2019
Estimation of fair values
Valuation InputSource
Interest rate forward price curvePublished market swap rates
Discount rate for valuing interest rate derivatives
Fair value hierarchy
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
Capital management
The key factors in determining the Company's optimal capital structure are:
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived
from prices) (level 2)
The analysis of financial instruments carried at fair value, by valuation method is below. The different levels have been defined as follows:
• Capital needs over the forecast period
The fair values and net fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted
market prices.
• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.
Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key types of variables used by
the valuation techniques are:
• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and
• Available sources of capital and relative cost
• Nature of its activities
• Quality and dependability of earnings/cash flows
• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow
analysis using the applicable yield curve or available forward price data for the duration of the instruments.
The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect of these variables that could
be used in estimating the fair value of these derivatives. Maximum use is made of observable market data when selecting variables and developing assumptions
for the valuation techniques.
All financial instruments measured at fair value in the statement of financial position are valued either directly (that is, using external available inputs) or indirectly
(that is, derived from externally available inputs) and are classified as level 2 under NZ IFRS 7.
The Company has interest rate swap derivatives that are classified as Level 2 and have a fair value liability of $7.9 million at 31 March 2019 (2018: $12.3 million).
There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair value hierarchy during the
year ended 31 March 2019 (2018: none).
• discount rates.
Published market interest rates as applicable to the remaining life of
the instrument.
There were no changes to the Company's approach to capital management during the year.
The Company seeks to ensure that no more than 25% of its debt is maturing in any one year period, and to spread the maturities of its facilities. The Company
manages its interest rate profile so as to minimise net value volatility. This means having interest costs fixed for extended terms. At times when long rates appear
to be unsustainably high, the profile may be shortened, and when rates are low the profile may be lengthened.
The Company's capital includes share capital, reserves, and retained earnings. From time to time the Company purchases its own shares on the market with the
timing of these purchases dependent on market prices, an assessment of value for shareholders and an available window to trade on the NZX. Primarily the
shares are intended to be held as treasury stock and may be reissued under the Dividend Reinvestment Plan or cancelled. During the year no shares were bought
back by the the Company (2018: 775,000).
12
Notes to the Financial Statements
For the year ended 31 March 2019
(9) Investment in subsidiaries and associates
The significant investments of the Company and their activities are summarised below:
SubsidiariesHoldingHolding
20192018
New Zealand
Infratil 1998 Limited100%100%InvestmentNew Zealand
Infratil 2016 Limited100%100%InvestmentNew Zealand
Infratil 2018 Limited100%-InvestmentNew Zealand
Infratil Energy Limited100%100%InvestmentNew Zealand
Infratil Finance Limited100%100%FinanceNew Zealand
Infratil Gas Limited100%100%InvestmentNew Zealand
Infratil Infrastructure Property Limited100%100%InvestmentNew Zealand
Infratil Investments Limited100%100%InvestmentNew Zealand
Infratil No 1 Limited100%100%InvestmentNew Zealand
Infratil No 5 Limited100%100%InvestmentNew Zealand
Infratil Outdoor Media Limited100%100%InvestmentNew Zealand
Infratil PPP Limited100%100%InvestmentNew Zealand
Infratil Renewables Limited100%100%InvestmentNew Zealand
Infratil RV Limited100%100%InvestmentNew Zealand
Infratil Ventures II Limited100%100%InvestmentNew Zealand
Infratil Ventures Limited100%100%InvestmentNew Zealand
NZ Airports Limited100%100%InvestmentNew Zealand
Swift Transport Limited 100%100%InvestmentNew Zealand
Infratil Australia Limited100%100%InvestmentNew Zealand
The financial year-end of all the significant subsidiaries is 31 March.
(10) Reconciliation of net surplus with cash flow from operating activities
20192018
$000$000
Net surplus for the year 181,05259,065
Less items classified as investing activity:
Loss/(profit) on investment realisations and impairments--
Add items not involving cash flows:
(4,427)(4,349)
-(1,636)
--
Amortisation of deferred bond issue costs2,1472,195
Movements in working capital
Change in receivables(968)(332)
Change in trade payables1,190215
Change in accruals and other liabilities(1,956)1,220
Change in deferred tax2,4051,895
Net cash inflow from operating activities179,44358,273
Movement in financial derivatives taken to the profit or loss
Unsettled share buybacks
Capitalisation of intercompany interest and charges
Principal activity
Country of
incorporation
13
Notes to the Financial Statements
For the year ended 31 March 2019
(11) Share Scheme
Infratil Staff Share Purchase Scheme
Infratil Executive Redeemable Share Scheme
(12) Commitments
There are no outstanding commitments (2018: nil).
(13) Contingent liabilities
The Company has a contingent liability under the international fund management agreement with Morrison & Co International Limited in the event that the
Group sells its international assets, or valuation of the assets exceeds the performance thresholds set out in the international fund management agreement.
The Company has agreed to guarantee certain obligations of Infratil Trustee Limited, a related party, that is the Trustee to the Infratil Staff Share Scheme. The
amount of the guarantee is limited to the loans provided to the employees.
From time to time selected key eligible executives and senior managers of Infratil and certain of its subsidiaries are invited to participate in the Infratil Executive
Redeemable Share Scheme ('Executive Scheme') to acquire Executive Redeemable Shares (‘Executive Shares’). The Executive Shares have certain rights and
conditions and cannot be traded and do not convert to ordinary shares until those conditions have been met. The Executive Shares confer no rights to receive
dividends or other distributions or to vote. Executive Shares may be issued which will convert to ordinary shares after three years (other than in defined
circumstances) provided that the issue price has been fully paid and vesting conditions have been met. The vesting conditions include share performance hurdles
with minimum future share price targets which need to be achieved over the specified period. The number of shares that “vest” (or LTI bonus paid) is based on
the share price performance over the relevant period of the Infratil ordinary shares. If the executive is still employed by the Group at the end of the specified
period, provided the share performance hurdles are met the executive receives a long term incentive bonus ('LTI') which must be used to repay the outstanding
issue price of the Executive Shares and the Executive Shares are then converted to fully paid ordinary shares of Infratil.
No new Infratil Executive Redeemable Shares were granted during the current or prior year. On 17 June 2016, 528,000 Infratil Executive Redeemable Shares were
granted at a price of $3.3107, the volume weighted average market price over the 20 business days immediately preceding the date on which the shares were
issued to each executive. One cent per Executive Share was paid up in cash by the executive with the balance of the issue price payable when the executive
becomes eligible to receive the long term incentive bonus. The Determination Date for the 2016 Scheme is 17 June 2019.
In 2008 Infratil commenced a staff share purchase scheme ('the Staff Share Scheme'). Under the Staff Share Scheme participating employees have a beneficial title
to the ordinary shares, which are held by a trustee company. Staff are provided a loan in respect of the shares which is repayable over a period of three years.
Upon repayment of the loan and three years’ service by the participating employee, the ordinary shares will transfer from the trustee company to the
participating employee, and the shares become unrestricted. Other than in exceptional circumstances, the length of the retention period before the shares vest is
three years during which time the ordinary shares cannot be sold or disposed of.
During the year 47,770 shares were transferred to employees under the scheme (2018: 42,091 shares).
The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed of Negative Pledge,
Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.
14
Notes to the Financial Statements
For the year ended 31 March 2019
(14) Related parties
Related Party2019201820192018
$000$000$000$000
Advances
Infratil Finance
62,48938,4281,151,010935,680
Aotea Energy Holdings Limited
--(153,897)(153,897)
Investments in
Infratil Investments Limited
87,66587,665
Infratil 1998 Limited
12,00012,000
Infratil Finance Limited
153,897153,897
Infratil No. 1 Limited
78,02378,023
Infratil PPP Limited
5,9425,942
Infratil No. 5 Limited
248,001248,001
.
Management and other fees paid by the Company to MCIM, MCO or its related parties during the year were:
20192018
$000$000
Management fees23,95121,253
Directors fees104110
Financial management, accounting, treasury, compliance and administrative services1,2581,250
Investment banking services1,2251,160
Total management and other fees26,53823,773
At 31 March 2019 amounts owing to MCIM of $3,150k (excluding GST) are included in trade creditors (2018: $2,160k).
Interest income/(expense)
Intercompany
Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of business. A number of key
management personnel are also Directors of Group subsidiary companies and associates.
Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management fees in accordance with the
applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership ('MCO'). Mr M Bogoievski is a director of Infratil and is a
director and Chief Executive Officer of MCO. Entities associated with Mr Bogoievski also have beneficial interests in MCO.
Note 9 identifies significant entities in which the Company has an interest. All of these are related parties of the Company. The Company has the following
significant loans and investments to/from/in its subsidiaries:
15
Notes to the Financial Statements
For the year ended 31 March 2019
(15) Management fee to Morrison & Co Infrastructure Management Limited ('MCIM')
The management fee to MCIM comprises a number of different components:
(16) Segment analysis
During the year, the Company operated in predominantly one business segment, that of investments.
Geographical segments
(17) Events after balance date
Acquisition of Vodafone New Zealand
Dividend
There have been no other significant events subsequent to balance date.
A New Zealand base management fee is paid on the "New Zealand Company Value" at the rates of 1.125% per annum on New Zealand Company value up to $50
million. 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and 0.80% per annum on the New Zealand Company Value
above $150 million. The New Zealand Company Value is:
• the Company's market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company's listed securities, being
ordinary shares, partly paid shares, infrastructure bonds and warrants):
• plus the Company and its wholly owned subsidiaries' net debt (excluding listed debt securities and the book value of the debt in any non-Australasian
investments):
• minus the cost price of any non-Australasian investments: and
• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.
An international fund management fee is paid at the rate of 1.50% per annum on:
• the cost price of any non-Australasian investments: plus
• the book value of the debt in any wholly owned non-Australasian investments.
An international fund incentive fee is payable at the rate of 20% of gains on the international (including Australian) assets in excess of 12% per annum post tax.
The Company operated in one geographical area, that of New Zealand. Certain subsidiaries of the Company invest in Australia and the United States.
On 16 May 2019, the Directors approved a partially imputed final dividend of 11.0 cents per share to holders of fully paid ordinary shares to be paid on 27 June
2019.
On 14 May 2019, Infratil announced the 49.9% acquisition of Vodafone New Zealand Limited ('Vodafone NZ'). A consortium comprising Infratil and Brookfield
Asset Management Inc. ('Brookfield') have executed a conditional agreement to acquire Vodafone NZ from Vodafone Group Plc for an enterprise value of $3.4
billion. The $3.4 billion purchase price is to be funded via a $1,029 million equity contribution from each of Infratil and Brookfield, with the balance funded from
Vodafone NZ level debt and a portion of equity reserved for the Vodafone NZ executive team.
Infratil's equity contribution is expected to be funded via a fully underwritten equity raising of up to NZ$400 million, with the remainder to be funded through a
combination of NZ$400 million of debt from a committed acquisition debt facility and the use of existing debt facility headroom.
Completion is conditional on Overseas Investment Office approvals and Commerce Commission clearance. Infratil anticipates that these conditions will be satisfied
by August, and completion will occur by 31 August 2019.
16
Notes to the Financial Statements
For the year ended 31 March 2019
Directors
Mark Tume (Chairman)
Marko Bogoievski
Alison Gerry
Kirsty Mactaggart
Humphry Rolleston
Peter Springford
Paul Gough
Company Secretary
Nick Lough
Registered Office - New ZealandRegistered Office - Australia
5 Market LaneC/- H.R.L. Morrison & Co Private Markets
PO Box 320 Level 37
WellingtonGovernor Phillip Tower
Telephone: +64 4 473 36631 Farrer Place
Internet address: www.infratil.comSydney
NSW 2000
Telephone: +64 4 473 3663
Manager
Morrison & Co Infrastructure Management
5 Market Lane
PO Box 1395
Wellington
Telephone: +64 4 473 2399
Facsimile: +64 4 473 2388
Internet address: www.hrlmorrison.com
Share Registrar - New ZealandShare Registrar - Australia
Link Market ServicesLink Market Services
Level 11, Deloitte HouseLevel 12
80 Queen Street680 George Street
PO Box 91976Sydney
AucklandNSW 2000
Telephone: +64 9 375 5998Telephone: +61 2 8280 7100
E-mail: enquiries@linkmarketservices.co.nzE-mail: registrars@linkmarketservices.com.au
Internet address: www.linkmarketservices.co.nzInternet address: www.linkmarketservices.com.au
Auditor
KPMG
Maritime Tower
10 Customhouse Quay
PO Box 996
Wellington
Directory
17
© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
Independent Auditor’s Report
To the shareholders of Infratil Limited
Report on the financial statements
Opinion
In our opinion, the accompanying financial
statements of Infratil Limited (the company) on
pages 1 to 16:
i. present fairly in all material respects the
company’s financial position as at 31 March 2019
and its financial performance and cash flows for
the year ended on that date; and
ii. comply with New Zealand Equivalents to
International Financial Reporting Standards.
We have audited the accompanying financial
statements which comprise:
— the statement of financial position as at 31
March 2019;
— the statements of comprehensive income,
changes in equity and cash flows for the year
then ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the company in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
Our firm has also provided other services to the company in relation to other assurance engagements and due
diligence services. These matters have not impaired our independence as auditor of the company. The firm has
no other relationship with, or interest in, the company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements in the current period. We have determined that there are no key audit matters to
communicate in our report.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
2
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the financial statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the financial statements in accordance with generally accepted
accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting
Standards);
— implementing necessary internal control to enable the preparation of a set of financial statements that is fairly
presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objective is:
— to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of these financial statements is located at the External
Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Ross Buckley.
For and on behalf of
KPMG
Wellington
16 May 2019
---
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
X
whether:
InterimYear
X
SpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per security
Payment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
Supplementary
Amount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date. In the case
of applications this must be the
last business day of the week.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
Friday, 21 June 2019Thursday, 27 June 2019
NZ Dollars$0.009076
Date Payable
Thursday, 27 June 2019$72,520,598
$$0.022900$0.020000
$
Ordinary sharesNZIFTE 0003S3 / ASX IFT
In dollars and cents
Retained earnings
$0.1100
Enter N/A if not
applicable
Subject to the finalisation of number of shares on
issue on the record date (pending executive
share scheme vesting on 17 June 2019)
EMAIL: announce@nzx.com
Notice of event affecting securities
Infratil Limited
Phillippa HarfordDirectors Resolution
64 4 473366364 4 473238816052019
---
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
Infratil Limited
Results for announcement to the market
Reporting Period 12 months to 31 March 2019
Previous Reporting
Period
12 months to 31 March 2018
Amount (000s) Percentage change
Revenue from ordinary
activities
NZ$1,442,200 16.9%
Profit (loss) from
ordinary activities after
tax attributable to
security holder
(NZ$19,500) (127%)
Net profit (loss)
attributable to security
holders
(NZ$19,500) (127%)
Interim/Final Dividend Amount per security Imputed amount per
security
Final 11.0 cps 2.0 cps
Record Date 21 June 2019
Dividend Payment Date 27 June 2019
Comments: This announcement should be read in conjunction
with the attached Infratil Annual Report 2019, the
financial statements for the year ended 31 March
2019 contained in that Annual Report, Infratil 2019
Full Year Results Presentation, Infratil Limited
Parent Audited Financial Statements 2019 and
media release.
31 March 2019 31 March 2018
Net tangible assets per
security
NZ$ 2.68 NZ$ 3.17
Audit This report is based on financial statements which
have been audited. Infratil’s auditors have issued
an unqualified audit opinion, and a copy of the
audit report is included in the attached Annual
Report.
---
25 years of
sucessfully
balancing
growth and
resilience.
What’s next?
25 years of
successfully
balancing
growth and
resilience.
What’s next?
Infratil
Annual Report
2019
Infratil’s first quarter of a
century delivered exceptional
returns for shareholders.
The rewards came from finding
opportunities to invest in infrastructure
businesses experiencing demand
growing faster than the economy as
a whole, where the businesses could
sensibly and productively invest to meet
the needs of their communities, and
where there was financial resilience.
Delivering returns over the long-term
requires survival over the long-term.
For that reason Infratil maintains diverse
exposures; recognising that the future
is uncertain and the pursuit of returns
should always be balanced by the
management of risk.
Diversity also creates options as
the next windfall might come from
a surprising place.
The last ten years have been kind
to investors. The NZX50 returned
14.3% per annum. The ASX200 10.4%
per annum. Infratil 16.7% per annum.
Over the full twenty five years to
31 March 2019 Infratil’s shareholder
returns were a compound 17.5%
per annum, through capital growth
and a reliable growing dividend.
To achieve this, Infratil’s investment
approach has evolved since 1994
to entail:
• Finding infrastructure opportunities
where demand is growing and invest
where there is the prospect of fair
returns that compensate for risks and
endeavour, and sufficient scale to
warrant intensive management.
• Growing capacity and services to
meet customer and community
needs.
• Ensuring funding and investment
diversity so that changes in
circumstances can be withstood
and opportunities taken.
• Building long-term partnerships
with co-investors that have aligned
interests and values.
The infrastructure investment market is
competitive and has changed over the
last decade as ultra-low interest rates
have obliged institutional investors to
shift part of their capital from bonds
into “bond-like” investments. This has
impacted the returns available on
some low-risk infrastructure assets.
As described in this Report, this has
enabled Infratil to create value by
developing and building infrastructure
assets which can be de-risked to
provide investments for institutional
investors.
Kevin O’Connor
Chair
1994–2003
Lloyd Morrison
CEO
1994–2011
David Newman
Chair
2003–2013
Marko Bogoievski
CEO
2011–Present
Mark Tume
Chair
2013– Present
01
Balancing growth
and resilience:
Infratil’s allocation
of its capital
Balancing opportunities and risk means
maintaining a core of robust cash-
generating assets.
They may be proprietary and part of an existing business,
such as Tilt’s wind farms which have income contracted
several years into the future. Or they may be the bulk of
a company’s activities, such as at Trustpower and
Wellington Airport. From that base Infratil is able to invest
in opportunities which offer the prospect of greater
rewards albeit with greater measurable risk.
Growth/Resilience
Core
Core+
Growth
Sectors
Renewable energy
Data
Transport
Social/other
Locations
New Zealand
Australia
USA
2
Investors have ample
opportunities to buy shares in
energy companies, airports,
social and data infrastructure;
why invest through Infratil?
“The two most powerful warriors are
patience and time.” Tolstoy. For most
investors; buying, holding and reaping
the benefits of low transaction costs
and compound returns is a winning
formula. But Infratil can claim additional
advantages. Its extensive research
capability has made the company
good at assessing growth opportunities.
Its track record and scale means that
it gets to see a lot of opportunities and
it can commit considerable capital.
It is recognised as a good partner by
the individuals and communities its
businesses service, and by co-investors.
Infratil’s returns have been driven by
investing in areas of strong demand
growth. While the economy as a whole
is expanding at about 2% per annum
some segments are growing much more
rapidly; air travel, retirement living,
renewable energy, electronic data and
its transmission. Each offers growth and
returns above the average, for the
foreseeable future.
The current investment environment is
dominated by ultra-low interest rates.
This has created an opportunity to
develop infrastructure assets which suit
the needs of institutional investors
seeking bond-like returns. As illustrated
by Infratil’s experience with Australian
student accommodation and US
renewable generation, a development
approach to infrastructure can deliver
significant gains and is another way in
which Infratil can add value for its
shareholders.
Infratil’s value add.
Its reason for existing
Contents
Strategy. Governance.
People. Community 03
FY2019 Financial summary.
Group structure 10
Reports of the Chief Executive
and the Chair 12
25 year anniversary.
10 years in graphs 20
Financial summary for
shareholders & bondholders 24
Infratil’s businesses 32
Financial statements
& statutory information 59
03
Left to Right:
Peter Springford, Director.
Independent. Appointed 2016.
Last elected 2017
I have been the leader of a major
industrial company based in
New Zealand and Australia and of
industrial businesses in Asia, as well as
the chair or director of companies
which operate in New Zealand and in
international markets.
People are important; their safety;
the need to act with integrity in
offshore markets just as we would in
New Zealand; and that top operational
performance and strong customer
relationships are key to long-term
returns for shareholders.
Governance
& Direction
Infratil’s shareholders elect
directors for three year terms
to represent them and to look
after their interests.
Directors:
• Maintain a dialogue with
shareholders.
• Proactively participate in the
formulation and evolution of the
Company’s strategy.
• Monitor strategy implementation,
financial performance, risks and
legal compliance.
• Ensure effective articulation to
external stakeholders of strategy,
goals, risks and performance.
• Maintain awareness of relevant
societal and market developments.
• Offer diversity of perspective and
knowledge relevant to the Company.
Infratil has seven directors of whom
six are independent of management.
They have been on the board for
between two months and 13 years.
Infratil’s directors are responsible for
monitoring the performance of Infratil’s
manager H.R.L. Morrison & Co (“Morrison
& Co”). Morrison & Co is a specialist
manager of infrastructure investments
and performs this role for Infratil under
an investment management agreement.
Infratil benefits from having a
management team with great breadth
and depth of skills, however the board
must be vigilant about potential
conflicts of interest and satisfied that
the cost is reasonable relative to
alternatives.
As recorded in last year’s Annual Report,
from time to time the board
commissions external reviews of the
04
management contract to ensure that
the arrangement is fair to Infratil
shareholders. The board is always open
to dialogue with shareholders about
Infratil’s management and other
matters. However, there can be as many
different opinions as shareholders and
more complex issues need time and
expertise for proper consideration.
We would like to note the roles of the
investment team at the ACC and the
NZ Shareholders Association as
advocates of good governance who
have constructively engaged with the
board and management. Their positive
suggestions have been appreciated
and have resulted in the board making
changes to the way it governs the
Company.
Further commentary on the role of the
board, the credentials of directors and
their remuneration are set out on pages
113–120 of this annual report.
Paul Gough, Director. Independent.
Appointed 2012. Last elected 2018
As a Kiwi who works in London I’m very
aware of how global events impact in
New Zealand and Australia.
In London I manage investments in
similar fields to Infratil’s, but often with
more development risk.
Achieving the best outcome requires
the best from people. The focus on
performance and people is consistent
with what I see at Infratil.
Alison Gerry, Director, Chair of the
Audit & Risk Committee. Independent.
Appointed 2014. Due for re-election
in 2019
My experience in finance and risk
management helps me appreciate
Infratil’s strategic opportunities and
threats; from financial markets,
technology, regulation and the natural
environment.
Executing strategy is in part about
allocating capital and in part about
developing a culture which reflects
the value we place on our own people,
our customers, and our communities.
Mark Tume, Chairman. Independent.
Appointed 2007. Last elected 2018
My obligation is to maintain ties with
Infratil’s diverse range of stakeholders
and to ensure that the board is
delivering on its responsibilities.
My experience in finance and on the
boards of infrastructure companies
(Transpower, Kiwi Rail, NZ Refining) has
given me an appreciation of the sectors
in which Infratil operates and the
operational, regulatory and financial
risks it faces.
05
Marko Bogoievski, Director.
Chief Executive. Appointed 2009.
Last elected 2017
As CEO of Morrison & Co I have the
responsibility of ensuring our team is
focused and active on the Infratil
mandate.
Our job is to identify proprietary
opportunities and to deliver strong
long-term returns for an acceptable
level of risk. Our sectors are attractive
and competitive – we are fortunate to
have significant experience supporting
our investment and asset management
programmes.
Kirsty Mactaggart, Director.
Independent. Appointed in 2019
and due for election in 2019
I have 25 years of financial market
experience across multiple countries
and sectors including those in which
Infratil is invested. My transactional
experience as a banker; and
governance focus as an investor will be
applied to Morrison & Co as manager of
Infratil’s portfolio of assets. My objective
will be to ensure the manager delivers
transparency and performance to all
Infratil stakeholders.
Humphry Rolleston, Director.
Independent. Appointed 2006.
Retiring in 2019
Since my appointment as an Infratil
director I have applied my hands-on
business experience to my
responsibilities. In that time Infratil has
changed quite materially and I hope
I’ve contributed positively to that.
The period included extraordinary
developments in the investment and
financial markets which have produced
risks and opportunities. I congratulate
the board and management for working
together to avoid the former and benefit
from the latter.
Management
Infratil’s management comprises
people employed by Infratil’s
manager, H.R.L. Morrison & Co
(Morrison & Co), and those
employed by Infratil’s subsidiaries
and investee companies.
Morrison & Co is an investment
manager with a specialist focus on
the infrastructure sector. In addition
to managing Infratil it also manages
investments on behalf of superannuation
funds; including the New Zealand
Superannuation Fund and the
Commonwealth Superannuation
Corporation who have both made
investments in partnership with Infratil.
Infratil benefits from its management
having the expertise of a larger and
more expert group of individuals than
a company of Infratil’s scale could
normally hope to retain and from the
manager’s contacts and relationships.
Left to Right:
Marko Bogoievski, Chief Executive.
Director of Infratil. Chair of
Longroad Energy.
Phillippa Harford, Chief Financial
Officer. Director of Perth Energy
and Snapper.
Kevin Baker, Chair of NZ Bus
and director of Canberra Data Centres,
Trustpower and Infratil Infrastructure
Property.
Greg Boorer, CEO Canberra
Data Centres.
Jason Boyes, Chief Operating Officer.
Director of Wellington Airport and
NZ Bus.
Ralph Brayham, Technology. Director
of Snapper.
Tim Brown, Capital markets,
and economic regulation.
Chair of Wellington Airport.
Fiona Cameron, Group Treasurer.
Deion Campbell, CEO Tilt Renewables.
Kellee Clark, Head of Legal.
Compliance, transaction structuring
and execution.
Peter Coman, Property and social
infrastructure. Director of Infratil
Infrastructure Property and
RetireAustralia.
Harry Cominos, Investment strategy.
Roger Crawford, Australian energy
sector activities. Chairman of
Perth Energy.
Steven Fitzgerald, Asset Management.
Mark Flesher, Capital markets and
investor relations.
Paul Gaynor, CEO Longroad Energy.
Bruce Harker, Energy team. Chair of
Tilt Renewables.
Vince Hawksworth, CEO Trustpower.
Andrew Lamb, Development
Director Infratil Infrastructure Property.
Nick Lough, Company Secretary
and Legal. Compliance, transaction
structuring and execution.
Will McIndoe, Energy team.
Mark Mudie, Social infrastructure.
Paul Newfield, Chief Investment
Officer. Strategy, sector analysis and
transaction execution. Director
of Tilt Renewables.
Paul Ridley-Smith, Chair of Trustpower.
Matthew Ross, Infratil Financial
Controller and Risk Manager.
Steve Sanderson, CEO Wellington
Airport.
William Smales, Private Markets
investment activity. Director of
RetireAustralia and Canberra
Data Centres.
Vimal Vallabh, Energy team. Director
of Tilt Renewables and Longroad Energy.
06
07
8
For both the airport and
the airlines, the customers
are the people seeking
to visit and travel from
the Wellington region.
9
A business is not
an end in itself.
A business is not an end in itself.
It represents a coming together
of people and resources with
the intention of delivering
benefits to all stakeholders.
Each of Infratil’s businesses provides
services that are critical to its
community and customers. In addition
to these responsibilities, each business
has obligations to its own people and to
the physical environment.
As an investment holding company
Infratil seeks to establish standards for
its operational businesses and work is
underway to find ways to clearly and
usefully report on these non-financial
activities to Infratil’s shareholders and
other interested parties. Although, as
the New Zealand Government shows
with its intention to report on
government’s impact on the four
capitals (natural, physical/financial,
social and human), early attempts can
be confusing. The recent book
“Factfulness” by Hans Rosling provides
a wake-up call as to how misinformed
most people are about the world
around them, notwithstanding the vast
amount of information now accessible.
For the most part Infratil leaves
marketing and sponsorship to
its operational businesses.
The New Zealand Youth Choir and
the New Zealand Secondary Students
Choir are exceptions to the rule.
Infratil is now in its tenth year as
their principal sponsor.
One way Infratil benefits from links with
the Choirs is from what our people learn
from an organisation with similar values
but with a very different mission and
raison d’etre.
What stands out with the Choirs is
their ambition. All the people involved
strive for excellence as well as to create
music which is a unique expression of
New Zealand.
The Choirs’ membership is the face of
a diverse New Zealand and they touch
and connect communities; culturally,
geographically and socially. The young
members are offered a life changing
experience in exchange for commitment
and discipline. Values that accompany
past singers into their professional and
personal lives; excellence, confidence,
discipline and teamwork serve the
singers well on their journeys to become
opera stars, music teachers, lawyers,
engineers or TV presenters.
New Zealand participation in choirs is
reputedly amongst the highest in the
world. While this reflects the diverse
musical cultures of New Zealanders it
also reflects a core of well-trained
singers, teachers, composers and
directors. A legacy largely created by
the Youth and Secondary Students
Choirs and their artistic staff.
This is a rewarding investment for Infratil;
generating social and cultural benefits
and inspiring our people.
Left: Wellington Airport CEO Steve Sanderson,
Air New Zealand Wellington Airport Manager
Tessa Auelua
The New Zealand Youth Choir
10
FY 2019 FY 2018
Net surplus($19.5m)$71.4m
Underlying EBITDAF
1, 2
$477.5m$482.0m
Net operating cash flow$ 276.9m$295.8m
Capital expenditure$679.0m$325.9m
Net debt
3
$1,180.7m$779.7m
Dividends declared
17.25cps16.75cps
1. Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of business performance. Underlying
EBITDAF is the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, and non-
operating gains or losses on the sales of investments of Infratil’s subsidiaries plus Infratil’s share of the underlying after tax profits of its associates
(Canberra Data Centres, Longroad Energy, and ANU student accommodation). For RetireAustralia, Infratil’s Underlying EBITDAF accounts for the
underlying profit as this is a common performance measure used by retirement companies to remove the impact of unrealised fair value movements on
investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, while adding back realised resale gains and
realised development margins.
2. Excludes Discontinued Operations which are NZ Bus, Snapper, ANU student accommodation, and Perth Energy. Each of which is subject to a sales process.
3. 100% group.
The $90.9 million reduction in net surplus
reflects the $102.6 million management
performance fee accrual. The fee is
reflected in Infratil’s earnings, while the
corresponding performance (for which
the fee is being paid) is captured in
the value of Infratil’s assets (and the
share price).
Infratil’s EBITDAF was reduced by
the performance fee. Retained
businesses increased their contribution
by $102.1 million while businesses held
for disposal increased their contribution
by an aggregate $24.2 million.
Infratil invested $42.7 million more into
Canberra Data Centres, $288.2 million
into Tilt Renewables and $87.2 million
into Longroad Energy and they, along
with Infratil’s other businesses, undertook
a total of $473.4 million of investment
into facilities and services.
Net debt of the 100% group at the end
of the period amounted to 33.6% of
Infratil’s capitalisation, up from 31.0%.
Financial
Highlights
10
The reported results summarised
below were impacted by the one-offs
of Infratil’s performance fee and
disposals. But for those, Infratil would
have delivered an increased parent
surplus and EBITDAF.
The key events of the year were the
$679.0 million of capital invested to
drive future returns, the combined
$132.1 million earnings increase
delivered by Longroad Energy,
Tilt Renewables, Canberra Data
Centres and Wellington Airport,
and the marked increase in the value
of Infratil’s investments which was
reflected in the returns Infratil delivered
for its shareholders.
11
Corporate
Structure
Equity
Shareholders
Debt
BondholdersBoard
Control/GovernanceManagement
H.R.L. Morrison & Co
Cash/DebtBanks
Infratil
Financing
Subsidiaries
Sales Pending
Envision Fund
Longroad Energy
51% Infratil
27% Tauranga Energy
Consumer Trust
Perth Energy
ASIP
Infratil Infrastructure
Property
66% Infratil
34% Wellington
City Council
48% Infratil
48% Commonwealth
Superannuation
Corporation
50% Infratil
50% New Zealand
Superannuation Fund
40% Infratil
40% New Zealand
Superannuation Fund
20% Monogement
65% Infratil
20% Mercury Energy
15% Public
Snapper
11
12
Chief Executive
Report
Infratil has provided its shareholders
with a 20.0% per annum compound
return over the five years to
31 March 2019 (the NZX50 index
returned 13.9% per annum and
the ASX200 7.0% per annum).
I’ve chosen to highlight five years rather than
one (+41.3% per annum) because last year’s
sharemarket recognition reflects work which
has been underway over a longer period.
13
Over the last five years Infratil has
realised $1,795 million from its
divestment from Lumo, Z Energy and
Metlifecare. Over the same period,
Infratil has invested a similar sum and
established interests in RetireAustralia,
Canberra Data Centres, Longroad
Energy and Tilt Renewables.
A range of factors were behind the
changes in the portfolio, but the
overarching theme was to position
Infratil in businesses facing strong and
growing demand where meeting that
demand should present opportunities
to make ongoing investment into
facilities and services. Another factor
is scale and complexity.
We believe that to warrant intensive
management, an investment needs to
have scale potential. Also, having many
smaller holdings creates complexity
which we have found impedes value
recognition by the market. We prefer
that Infratil doesn’t put its eggs in too
few baskets, for reasons of diversity and
optionality, but it is apparent that too
much complexity results in shareholders
being penalised with a discount in the
share price.
Infratil’s divestments and investments
are also influenced by the financial
market in which we now operate.
The defining feature of which is
extraordinarily low interest rates. The
2% per annum yield on the government
debt of New Zealand, Australia and
Singapore is a generous offering to
savers relative to the negative rates
provided by Japanese, German or
Swiss bonds. This has caused long-term
saving institutions to seek out “bond-
like” investments. Buying a low risk
income stream in the form of student
accommodation fees or contracted
wind farm revenue to earn 6-8%
per annum is perceived to be better
than government bonds that yield
2% per annum.
In the last year we sold some lower risk
assets to investors seeking bond-like
returns; utility scale solar and wind
electricity generation in Texas and the
right to the income from student
accommodation in Canberra. Going
forward at least a part of how we
expect to generate returns seems likely
to involve building assets which can be
de-risked to either generate value
gains internally or via transactions
with long-term savings institutions.
How long will this situation pertain?
As others have noted, five years ago
few forecast where we are now, and
nothing about today makes forecasts
more likely to be more accurate. But
while the market may change, we are
confident about the benefits of
combining operational expertise and
financial capability and discipline as
this is part of Infratil’s DNA.
Risk, Uncertainty
& Paying The Bills
Infratil’s record of achievement for its
shareholders over the last twenty five
years has been based on defining
and sticking to a business plan, good
delivery, and taking opportunities.
It has also been based on resilience
and financial flexibility.
We characterise Infratil’s assets as
Core, Core-plus, and Growth. Roughly
three quarters of the assets are Core
or Core+. They provide a solid reliable
income stream which enables Infratil
to meet its financial obligations and to
provide its shareholders with a healthy
and rising dividend.
From time to time we are asked
whether we would consider selling core
assets such as our stakes in Trustpower
or Tilt’s contracted wind farms but even
if we were to receive excellent value,
such sales would change the risk
profile of Infratil and make it harder
to pursue growth investments and
their higher returns.
That doesn’t mean that we only hold
Trustpower or Tilt’s wind farms for the
income they provide. Our aim is to
generate value growth for Infratil’s
shareholders and over the long-term
60-65% of returns have come from share
price appreciation, so while the dividend
is important we are looking for our
core cash-generative assets to also
have a GDP+ profile to their outlook.
FY2019 Milestones
The last financial year was broadly
consistent with our expectations,
but there were positive surprises.
Canberra Data Centres telescoped
several years of growth and acquired
a major footprint in Sydney. CDC has
shifted up many gears and is benefitting
from extraordinary growth in cloud,
technology, and outsourcing trends.
Longroad Energy was active in
developing utility scale wind and solar
power generation in the United States.
Two assets were sold during the year
and significant gains were made with
the development pipeline and the
services business. As at 31 March 2019
Infratil’s net investment in Longroad
amounted to less than $2.7 million and
the independent value of Infratil’s
shareholding was $122.7 million.
Tilt Renewables de-risked a sufficient
part of the electricity price
risk of the 336MW Victorian Dundonnell
wind farm to enable construction to
start on this A$560 million project.
When Dundonnell is operational it will
lift Tilt’s total capacity by 67% to 972MW.
Tilt’s development pipeline of over
3,000MW is why Infratil launched a
take-over for the company which
resulted in Infratil’s shareholding rising
from 51% to 65%.
Divestments were another area of
activity as Infratil contracted to sell
its interests in ANU student
accommodation, NZ Bus, and Snapper,
and is advanced in price discovery at
Perth Energy and with some of the
Australian social infrastructure assets.
As much as $400 million will be received
in FY2020 if these transactions progress.
Trustpower delivered strongly for Infratil
returning 29% for its shareholders over
the year and providing Infratil with cash
income of $94.3 million. Wellington
Airport had a solid year proving Infratil
with cash income of $40.5 million as it
completed its $300 million five year
capital investment programme.
RetireAustralia is nearing the end of the
growth-pause which resulted from the
decision to prioritise the provision of
integrated care facilities for its residents.
Financial
Over FY2019 $679.0 million was invested
and continuing activities generated
consolidated EBITDAF of $477.5 million.
With these earnings we are seeing
an increasing contribution from the
Growth businesses.
EBITDAF
ContributionFY2019FY2018
CDC, Longroad,
Tilt, RetireAustralia
$284.0m$167.0m
Proportion of
Infratil’s
consolidated
earnings
1
42%29%
1. Before management costs.
The parent company net outcome was
a loss of $19.5 million. The $90.9 million
turnaround from FY2018’s $71.4 million
surplus was due to a $102.6 million
14
Chief Executive Report
management performance fee. The fee
is recorded against income while the
corresponding investment value gains
are reflected in the value of assets.
The net impact was a significant rise in
the value of Infratil’s assets which was
reflected in the share price.
Along with good outcomes with its
businesses, Infratil also had a good
period with its capital management.
$111.4 million of 6.85% per annum bonds
matured in November 2018 and Infratil
issued 4.75% per annum 2025 bonds
and 4.85% per annum 2028 bonds,
raising $100.0 million and $146.3 million
respectively. Investor support for the
bond offers is appreciated and
indicative of the regard in which Infratil
is held in the debt capital markets.
Shareholders
Over the year to 31 March 2019 the
Infratil share price rose from $3.10 to
$4.17 and dividends of 17cps cash and
5.68cps imputation credits were paid.
The final dividend for FY2019 of 11.0cps
will be paid on 27 June 2019. It will carry
2.0cps imputation credits.
Infratil’s goal is to deliver total returns
to its shareholders by investing in
businesses which grow in value and
provide good cash earnings as they
mature. Over the last decade the
second part of this objective has been
realised resulting in a steady lift to the
dividend.
However, the increasing share of
Infratil’s earnings coming from outside
of New Zealand has constrained the
availability of imputation credits.
Following consultation with shareholders
we decided that Infratil should continue
to pay a dividend which reflects free
cash flow, even if not imputed to 28%.
This situation is expected to be
alleviated by Infratil undertaking further
investment in New Zealand.
Infratil’s forecasts indicate
that the cash dividends for
FY2020 are likely to be
consistent with those paid in
respect of FY2019 and that
imputation credits are likely
to be in the range of 3-4cps.
Actual dividends will continue to reflect
Infratil’s cash earnings and financial
position as well as the preferences of
shareholders.
Management Costs
Infratil’s management is provided on
a contractual basis by Morrison & Co.
For providing management and
administration services Infratil
makes three types of payments to
Morrison & Co. Two reflect terms in the
contract while the third is for services
which the board decides to source
from Morrison & Co because it has
determined they will provide better
value or efficiency relative to using
a third party.
The two contracted payment
obligations are a base fee and a
performance fee. The base fee is
approximately 0.8% of the market value
of Infratil’s equity and wholly-owned
group net debt. For the year this was
$24.9 million. The performance fee is
offered on Infratil’s non-New Zealand
assets if they provide a return that is in
excess of an agreed benchmark. For the
period this was $102.6 million. The
performance fee is explained in the
Board Chair Report.
Markets, Regulation, Change
Over the year Infratil actively
participated in several policy debates:
• The most material as regards
to eventual impact relates to
New Zealand’s CO
2
emissions.
Given the widespread support for
reducing CO
2
emissions it may be
perplexing that policies are so slow
to appear. This reflects the need for
the policies to be effective, efficient
and durable. For example, closing
New Zealand’s aluminium smelter
would reduce New Zealand’s CO
2
emissions significantly. But it would
increase global emissions (the
New Zealand smelter uses hydro
electricity, elsewhere most use energy
from coal or gas) and impose huge
economic and social costs on
New Zealand which could cause
policy U-turns.
Infratil supports a gradual increase
in emission costs augmented by
government assistance with the
take up of electric vehicles and
electrification of industry, and the
provision of better public transport
(so people have choice) and social
welfare for vulnerable people who
cannot avoid the higher costs.
• Government initiatives to improve
urban water, transport and housing
infrastructure are recognition that
many regions in New Zealand have
fallen well behind acceptable
standards.
The shortcomings reflect complex
and difficult to remedy problems and
unfortunately the policy focus is often
on government imposed solutions as
opposed to market remedies. It is
ironic that New Zealand has only two
15
privately controlled international
airports and a massive regulatory
apparatus to ensure they are safe,
efficient and fair in their pricing. But
sans any private water businesses
there is much lighter regulation on
that sector.
• We submitted in opposition to
changes to the Commerce Act
that granted more power to the
Commerce Commission. Whether
the Commission makes good use
of the powers was not the issue,
it was whether Parliament should
delegate yet more power to
unelected officials who have only
a tenuous accountability to
elected representatives.
• We applauded the aspirations
behind the Provincial Growth Fund
(PGF.) It makes good sense for
government to seek to generate
economic stimulation in regions which
are struggling. In our view it has the
potential to be more beneficial than
investing the enormous sums required
by Auckland commuter rail to
accommodate that city’s population
growth. But whether the folksy
approach to distributing PGF funds
results in the desired outcomes
remains to be seen. It is to be hoped
that transparency and accountability
are enforced.
• Infratil has also submitted on the
Reserve Bank’s plan to increase the
proportion of trading bank funding
provided by their shareholders as
equity. As noted in our submission,
the trading banks are extremely
important and our concern is that
the Reserve Bank’s steps to improve
their resilience could impose
significant costs on everyone else.
Infratil Guidance
FY2020 including
Vodafone NZ
FY2020 excluding
Vodafone NZFY2019
Underlying EBITDAF$635m-$675m$510m-$540m$477.5m
Net interest$165m-$175m$150m-160m$148.5m
Capital expenditure$1,730m-$1,830m$700m-$800m$679.0m
These are of course not the only law
and policy areas where Infratil and
its subsidiaries are active, but it is
a reminder of the many regulatory
currents running below the surface
which can have profound consequences
over time.
FY2020
As recorded in this report, we expect
to see a number of divestments occur
in FY2020, and as summarised on pages
32 and 33 we are also anticipating
a major investment with the purchase
of almost half of Vodafone New Zealand
(Vodafone NZ). We believe this
investment is a good fit with Infratil’s
strategy and shareholder return goals.
It is a sector where we have expertise,
there is robust demand growth, and
there are potential benefits from
localising ownership and direction.
The Vodafone NZ investment is
scheduled to occur in August, and
is subject to regulatory approval of
the Overseas Investment Office and
the Commerce Commission, but we
have assumed that it, and the
divestments progress, and have
accounted for this in the following
guidance for the FY2020 year.
We have also shown the guidance
if the Vodafone NZ transaction does
not occur.
We anticipate that over the medium
term the Vodafone NZ transaction will
support our goal of lifting shareholder
returns and improve the availability of
imputation credits. We do not expect
any impact on the per-share FY2020
dividends.
Prospects
While I have noted how difficult it is
today to be confident about forecasts,
Infratil’s prospects of being able to
continue to deliver in both the near
and long-term are positive.
Infratil’s capital is
positioned to benefit from
decarbonisation, and the
growth of retirement living,
data and air travel.
Each of these sectors has a long way
yet to run and is benefitting from strong
demand and societal support from
individuals and governments.
This does not mean a certain translation
into economic gains for Infratil, but with
strong support from the capital markets,
excellent people, and the respect of
capable partners, we are as well placed
as we have ever been to maintain our
long-term track record.
Marko Bogoievski
Chief Executive
16
Report of the
Board Chair
Directors are appointed
by shareholders to represent
their interests.
That means maintaining a dialogue with
shareholders to understand what those
interests are and then ensuring that
those interests are recognised in the
way the Company is managed and the
information it provides. The role includes
making sure that management are
undertaking their tasks effectively and
at fair cost.
While directors’ responsibilities overlap
with those of management they are
distinct and the Annual Report provides
separate Chief Executive and Chair
reports.
17
Measuring management
Following requests from shareholders
the board decided to publish a return
target which reflects Infratil’s existing
businesses and the expected return
the Company should provide for
shareholders after taking into account
Infratil’s use and cost of debt and
administration and management costs.
This gave us a target of
11%-15% per annum over
the period to September
2028 (ten years).
The ten year period was chosen
because it aligns with Infratil’s planning
horizons, approximates how long most
shareholders hold their Infratil shares,
and because over that period financial
market fluctuations should have less
impact.
As a reference, over the last decade
Infratil’s total shareholder return was
a compound 16.7% per annum.
We undertook this exercise in
September 2018 at which point the
return target was built up as depicted
in the table copied at the bottom of
the page.
It is intended that this provides
shareholders with better understanding
of Infratil’s risk appetite and return
expectations, and that it assists
shareholders in holding the board
accountable for financial performance.
Reporting on the target,
performance relative to the
target, and on management
Nothing has happened
since September 2018 to
cause the board to consider
that the ten year shareholder
return target doesn’t remain
credible.
In the short period since we set the
target (six months), Infratil’s businesses
have provided positive surprises, most
notably from Canberra Data Centres
and Longroad. All the other business
and investment activities roughly fell
within expectations.
Shareholder returns were above the
long-term target range, but six months
is a very short period over which to
judge performance.
Over time we intend to provide
a brief commentary on:
• The long-term return target.
• Performance relative to the
return target.
• The board’s assessment of
management’s contribution relative
to the benchmark target.
We remain open to shareholder views
around any of this. Our goal is to
improve the accountability of Infratil’s
governance and management and the
Company’s transparency.
Management remuneration
(NB. Details are set out on page 121 of
this Annual Report.)
Infratil’s management remuneration
comprises base and performance
components.
The base is calculated as approximately
0.8% of the market value of Infratil’s
equity and the value of the net debt of
Infratil and its wholly owned subsidiaries.
Last year this amounted to $24.9 million
indicating that the average value of
equity and debt was approximately
$3.1 billion. The comparable figures for
FY2018 were $22.1 million and $2.7 billion
respectively. This remuneration formula
was agreed between Infratil and its
Manager in 1994.
In 2002 Infratil made changes to its
management contract which expanded
management’s remit to include
international assets and introduced
the potential for performance payments
on those assets. Management can
receive performance pay if returns on
certain offshore investments are above
12% per annum.
Including FY2019, Infratil has made four
such payments over the seventeen
years the arrangement has existed;
indicating the challenge of beating
a 12% per annum benchmark. Prior to
FY2019, $64.1 million was paid to reflect
value created by Infratil’s Australian
energy investments (Lumo, Infratil Energy
Australia, Perth Energy) with $0.3 million
related to a venture investment.
This year’s performance fee of
$102.6 million applies to four
investments, one of which is being sold.
The table on page 18 shows Infratil’s net
investment amounts, the 31 March 2019
values, the rate of return, and the
performance fee components. The fee
reflects performance over the period
since those investments were made
in FY2017.
Subsequent sections of the Annual
Report provide details of the valuations
relevant to the incentive fee.
The board continues to monitor and
review the effectiveness and fairness
of management’s remuneration terms.
As noted in last year’s annual report,
that year the independent directors
commissioned an external review of
the Management Agreement which
considered all fees, including the
performance fee arrangements.
The review concluded that the fee
structure, taken as a whole, is fair to
Infratil shareholders.
We appreciate hearing the views of
shareholders and make every effort
to respond. Given the complexity of
management contracts such as Infratil’s,
we have particularly appreciated the
thoughtful and considered input from
the ACC investment team and the
New Zealand Shareholders Association.
Infratil PortfolioExpected ReturnsLeverage AssumptionManagement Cost
Return to
Shareholders
Core
Lower risk
+
8–10%
Per annum
+
Average debt
funding of 30%
at 6% per annum
interest rate
-
1% of assets
Per annum
=
11%-15%
Per annum
Core Plus
10–15%
Per annum
Growth
Higher risk
15–25%
Per annum
18
Board & governance
evolution and change
Recent years has seen increasing
shareholder interest in business ethics,
values and quality of governance; the
directors’ credentials, responsibilities,
and appointment process.
Since inception Infratil has benefitted
from a stable and high calibre cadre of
directors. This year we are experiencing
one retirement and two appointments.
Humphry Rolleston is retiring after
13 years of service and will be missed.
Humphry brought great hands-on
managerial and investment experience
to his directorship, he constantly
challenged management in a way that
was strenuous but cordial, and he has
worked very hard for the Company over
the time he has been on the board.
We thank him and wish him well.
Infratil has appointed Kirsty Mactaggart
to its board and has announced that
Catherine Savage will also be joining
later in the year. We are very fortunate
as they both bring a passion for the
Company and a wealth of investment
management experience.
A quarter of a century
& FY2020
As illustrated on pages 20-21 of this
Report, over the last 25 years Infratil
has performed for its shareholders by
owning companies which have delivered
for their customers, communities and
shareholders.
I believe Infratil is well positioned to
maintain this record, and we now
expect Vodafone NZ to be an exciting
part of that. Telecommunications is
critical infrastructure and our experience
with the 2010 acquisition of Shell’s
Report of the Board Chair
$ Millions
Net
InvestmentValuationReturn
3
Fee
Canberra
Data Centres$455.1$889.230.7% p.a.$65.3
Longroad Energy $2.6
1
$122.763.7% p.a.$21.2
Tilt Renewables$608.7
2
$713.42.5% p.a.$2.5
ANU Student
Accommodation$93.9$174.829.9% p.a.$13.6
1. The net of what Infratil has advanced to Longroad and received back from Longroad.
2. Tilt was demerged from Trustpower in October 2016 and at that time the market value of Infratil’s
then 51% stake was assessed to be $326.8 million. A further $281.9 million has subsequently been
invested by Infratil.
3. Internal rate of return after initial incentive fees.
Performance fee apportionment
New Zealand fuel distribution activities
(now Z Energy) has shown how local
ownership can deliver significant
enhancements.
The Board welcomes contact from
shareholders. This doesn’t always
mean we will agree, but the more
views we hear, the more balanced
our understanding
Mark Tume
Chair
19
20
The Last Twenty Five Years
1994–2019
1994199519961997199819992000200120022003200420052006
20
TRUSTPOWER
PORT OF TAURANGA
WELLINGTON AIRPORT
GLASGOW PRESTWICK AIRPORT
NZ BUS
ENERGY DEVELOPMENTS
LUMO ENERGY
In March 1994 Infratil was
listed on the New Zealand
Stock Exchange having raised
$25 million to invest in the
shares of the energy and
transport businesses then being
sold by local government.
Infratil’s first investment was a 14% stake
in the then vertically integrated
(generation-distribution-retailing)
Trustpower (it had previously been
owned by an electric power board).
The also newly listed Trustpower sought
a long-term shareholder with expertise
and capital. Gradually over time as
others sold their shares Infratil increased
its holding to 51%. Along the way Infratil
made major contributions to
Trustpower’s evolution and critical
strategic decisions. In particular, the
sale from distribution (the lines activities)
and use of the proceeds to buy more
generation; and the expansion into
wind farm development in Australia,
which was later separated out into
Tilt Renewables.
Infratil’s relationship with Trustpower
is illustrative of Infratil’s approach.
Initially Infratil was invited onto the
register by the Company to provide
expansion capital, expertise, and to
balance community shareholders.
Gradually other shareholders sold
and Infratil increased its stake and
influence. It has been a very successful
long-term, patient, investment for
Infratil and one which has added
great value to Trustpower.
Along with the patient, influential
investment approach illustrated by
Trustpower, Infratil’s other hallmark
is a relentless prioritisation of
shareholder value.
The graph of the 25 year
accumulation index shows
that $1,000 invested in the
original float would have
accumulated to $55,795 by
31 March 2019. By way of
comparison over the same
period the NZX50 would have
generated a $6,326 nest egg.
Even Berkshire Hathaway only grew
US$1,000 to US$18,705 over the
25 years to 31 December 2018 (and the
US$ depreciated against the NZ$ over
that period).
The graph also shows Infratil’s main
investments over the 25 years, which
indicates an average of about one
major new transaction every couple of
years. Returns have been generated by
selecting good businesses which absorb
capital to deliver compound growth and
returns. Wellington Airport is the ideal
case study of the model. In 1998 Infratil’s
66% shareholding was valued at
$96 million, EBITDAF was $14 million and
3.5 million passengers used the Airport.
Over the subsequent twenty years
$648 million has been invested by
the Airport in its facilities, passenger
numbers have risen to 6.4 million per
year and earnings to $101 million.
21
2007200820092010201120122013201420152016201720182019
21
TRUSTPOWER
WELLINGTON AIRPORT
GLASGOW PRESTWICK AIRPORT
NZ BUS
ENERGY DEVELOPMENTS
AUCKLAND AIRPORT
SNAPPER
LUMO ENERGY
Z ENERGY
METLIFECARE
RETIRE AUSTRALIA
ANU STUDENT
ACCOMMODATION
TILT RENEWABLES
CANBERRA DATA
CENTRES
LONGROAD ENERGY
22
Financial Trends
Infratil Assets
The goal of asset allocation is to achieve a
balance between core and growth assets; ones
that provide robust income and those that
will generate value growth. This objective is
reflected in the evolving portfolio of businesses.
However, “core” can mean both Wellington
Airport and a fully contracted CDC data centre
or a Tilt wind farm. And of the $4,397 million
invested over the decade, $2,057 million was
undertaken by Trustpower, Tilt, Wellington
Airport and NZ Bus, reflecting that even the
core businesses undertake growth investment.
A further $1,092 million was internally invested by
other businesses and $1,248 million was allocated
to acquisitions. Funding for the investment was
largely provided by divestments and operating
cash flows.
Capital Investment
Infratil’s total capital investment over
the decade amounted to $4,397 million
(divestments were $2,147 million).
Infrastructure is intrinsically capital intensive.
It is only by deploying capital that it is possible
to generate compound growth.
The five graphs show the evolution of Infratil’s
assets, capital investment, funding, earnings
and cashflow/dividends over the last decade;
with a brief explanation of what happened
and why.
Infratil's Assets
0
10
20
30
40
50
60
70
80
90
100
%
Infratil's Capital Structure
0
5
10
15
0
100
200
300
400
500
600
700
2018
2018
Dividend, cents per share$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
Wellington Airport
Other
NZ Bus
Tilt Renewables
Trustpower
2018
$Millions
Data
Other
Social
Transport
Energy
2019 2010 2011 2012 2013 2014 201720162015
100
200
300
400
500
600
2018
Perpetual bonds
Equity (market value)
Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
2019 2010 2011 2012 2013 2014 20172016 2015
2019 2010 2011 2012 2013 2014 2017 2016 2015
200
400
600
0
800
2019 2010 2011 2012 2013 2014 2017 2016 2015
0
500
1,000
1,500
2,000
2,500
3,500
3,000
2018
$Millions
Sold
Retire Australia
NZ Bus
Wellington Airport
Trustpower
Longroad Energy
Tilt Renewables
Other
2019 2010 2011 2012 2013 2014 20172016 2015
CDC
Infratil's Assets
0
10
20
30
40
50
60
70
80
90
100
%
Infratil's Capital Structure
0
5
10
15
0
100
200
300
400
500
600
700
2018
2018
Dividend, cents per share$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
Wellington Airport
Other
NZ Bus
Tilt Renewables
Trustpower
2018
$Millions
Data
Other
Social
Transport
Energy
2019 2010 2011 2012 2013 2014 201720162015
100
200
300
400
500
600
2018
Perpetual bonds
Equity (market value)
Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
2019 2010 2011 2012 2013 2014 20172016 2015
2019 2010 2011 2012 2013 2014 2017 2016 2015
200
400
600
0
800
2019 2010 2011 2012 2013 2014 2017 2016 2015
0
500
1,000
1,500
2,000
2,500
3,500
3,000
2018
$Millions
Sold
Retire Australia
NZ Bus
Wellington Airport
Trustpower
Longroad Energy
Tilt Renewables
Other
2019 2010 2011 2012 2013 2014 20172016 2015
CDC
* on page 24 the valuations used in the graph are explained.
23
Underlying EBITDAF (for 2018
and 2019 the graphed amounts
are before disposals)
Over the decade the combined earnings
of the core businesses Trustpower/Tilt
Renewables/Wellington Airport have risen
37% and the contribution of the rest rose
455% (excluding management costs).
The level of earnings of recent years reflects
recycling capital (selling from mature higher
earnings companies and reinvesting into
businesses at an earlier stage of their
commercial lives) and because Infratil only
accounts for its share of the after tax profits
of RetireAustralia, CDC and Longroad Energy
as these investments not consolidated.
Operating Cash Flows & Dividends
Robust cash earnings have supported
the increase in the dividend to Infratil’s
shareholders.
Operating cash flows comprise EBITDAF
less payments of interest and tax adjustments
for changes in working capital (which can
be up or down).
Infratil Funding
Changes to Infratil’s capital structure (the
relative use of debt and equity funding) has
occurred as businesses have been sold and
funds have been only gradually redeployed.
The use of debt is bounded by Infratil’s policy
of maintaining credit metrics that are broadly
consistent with an Investment Grade credit
rating (Infratil is not credit rated) and with
maintaining availability of funds for investment
opportunities.
Infratil's Assets
0
10
20
30
40
50
60
70
80
90
100
%
Infratil's Capital Structure
0
5
10
15
0
100
200
300
400
500
600
700
2018
2018
Dividend, cents per share$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
Wellington Airport
Other
NZ Bus
Tilt Renewables
Trustpower
2018
$Millions
Data
Other
Social
Transport
Energy
2019 2010 2011 2012 2013 2014 201720162015
100
200
300
400
500
600
2018
Perpetual bonds
Equity (market value)
Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
2019 2010 2011 2012 2013 2014 20172016 2015
2019 2010 2011 2012 2013 2014 2017 2016 2015
200
400
600
0
800
2019 2010 2011 2012 2013 2014 2017 2016 2015
0
500
1,000
1,500
2,000
2,500
3,500
3,000
2018
$Millions
Sold
Retire Australia
NZ Bus
Wellington Airport
Trustpower
Longroad Energy
Tilt Renewables
Other
2019 2010 2011 2012 2013 2014 20172016 2015
CDC
Infratil's Assets
0
10
20
30
40
50
60
70
80
90
100
%
Infratil's Capital Structure
0
5
10
15
0
100
200
300
400
500
600
700
2018
2018
Dividend, cents per share$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
Wellington Airport
Other
NZ Bus
Tilt Renewables
Trustpower
2018
$Millions
Data
Other
Social
Transport
Energy
2019 2010 2011 2012 2013 2014 201720162015
100
200
300
400
500
600
2018
Perpetual bonds
Equity (market value)
Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
2019 2010 2011 2012 2013 2014 20172016 2015
2019 2010 2011 2012 2013 2014 2017 2016 2015
200
400
600
0
800
2019 2010 2011 2012 2013 2014 2017 2016 2015
0
500
1,000
1,500
2,000
2,500
3,500
3,000
2018
$Millions
Sold
Retire Australia
NZ Bus
Wellington Airport
Trustpower
Longroad Energy
Tilt Renewables
Other
2019 2010 2011 2012 2013 2014 20172016 2015
CDC
Infratil's Assets
0
10
20
30
40
50
60
70
80
90
100
%
Infratil's Capital Structure
0
5
10
15
0
100
200
300
400
500
600
700
2018
2018
Dividend, cents per share$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
Wellington Airport
Other
NZ Bus
Tilt Renewables
Trustpower
2018
$Millions
Data
Other
Social
Transport
Energy
2019 2010 2011 2012 2013 2014 201720162015
100
200
300
400
500
600
2018
Perpetual bonds
Equity (market value)
Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
2019 2010 2011 2012 2013 2014 20172016 2015
2019 2010 2011 2012 2013 2014 2017 2016 2015
200
400
600
0
800
2019 2010 2011 2012 2013 2014 2017 2016 2015
0
500
1,000
1,500
2,000
2,500
3,500
3,000
2018
$Millions
Sold
Retire Australia
NZ Bus
Wellington Airport
Trustpower
Longroad Energy
Tilt Renewables
Other
2019 2010 2011 2012 2013 2014 20172016 2015
CDC
24
Infratil’s Financial
Performance & Position
Infratil Assets
The Trustpower and Tilt Renewables
values reflect the price of their shares
on the NZX on the relevant dates.
The other values show Infratil’s share of
the relevant company’s net book value
with changes arising from movements in
shareholders’ funds resulting from
retaining earnings, losses or revaluations,
and with those domiciled offshore the
effect of changes in the value of the
New Zealand dollar.
If Infratil increases or reduces its
investment that will also show up in
changes. Over the last year Infratil paid
$109.3 million to lift its holding in Tilt
from 51% to 65% and then $178.9 million
to subscribe for additional Tilt shares.
A further $42.7 million was also invested
in CDC.
Infratil Funding
As at 31 March 2019 Infratil and
100% subsidiaries had $502.4 million
of committed bank funding facilities
of which $403.0 million was undrawn
($311.1 million and $269.0 million the
prior year).
Infratil guaranteed borrowing
facilities of Perth Energy which as
at 31 March 2019 amounted to
$67.6 million and were drawn to
$36.8 million. ($76.5 million and
$42.4 million respectively the prior year).
Infratil guaranteed letters of credit
issued by Longroad Energy which
as at 31 March 2019 amounted to
$85.0 million. ($67.3 million the prior year.)
$Millions31 March 201931 March 2018
Trustpower$1,055.9$893.0
Tilt Renewables$720.9$285.9
Perth Energy$89.3$68.7
Longroad Energy$10.8$10.1
Wellington Airport$481.5$471.9
NZ Bus$166.7$167.1
Canberra Data Centres$555.3$453.2
RetireAustralia$290.4$319.0
ANU Student Accommodation$108.2$96.1
Parent/other$105.8$90.0
$3,584.7$2,861.0
$Millions31 March 201931 March 2018
Net debt/(cash) of 100% subsidiaries $44.3($221.8)
Dated Infrastructure Bonds$904.5$ 7 6 9. 6
Perpetual Infrastructure Bonds$231.9$231.9
Market value Infratil equity$2,332.2$1,733.8
Total capital$3,512.9$2,513.5
Net dated debt/total capital27.0%21.8%
Net debt/total capital33.6%31.0%
For 31 March 2019, exchange rates of NZ$/A$ 0.9574 and NZ$/US$ 0.6785 were used (0.9409 and
0.7203 for 2018). Values exclude 100% subsidiaries’ cash balances and deferred tax where CGT does
not apply
$Millions31 March 2019
Trustpower$1,055.9$6.61 share price
Tilt Renewables$718.4$2.35 share price net of the
performance fee
Perth Energy$89.3Book
Longroad Energy$101.5Independent valuation reflecting
Infratil’s share of operational assets
($36.7m) and development initiatives
($86.0m), net of the performance fee
Wellington Airport$750.0The book value of WIA translates into
12x EBITDAF earnings. A more plausible
but still conservative multiple is 16x
(Auckland’s share price usually reflects
about 20x)
NZ Bus$166.7Book which is consistent with a
conservative estimate of potential
net sale proceeds
Canberra Data Centres
(mid point valuation)
$826.2Independent valuation reflecting
CDC’s actual cost of debt, 12% per
annum cost of equity and contracted
and highly probable developments.
It translates into 16-18x a forecast of
next year’s CDC EBITDAF run rate, net
of the performance fee
RetireAustralia$290.4Book
ANU Student
Accommodation
$161.2This value is the net sale receipt
after deducting performance fees
Parent/other$105.8Book
$4,265.4
Infratil Assets (Fair Value)
The asset value figures in the table
on the facing page were derived in a
way consistent with the approach of
prior years.
This means that a reader can observe
the evolution of Infratil’s changing
portfolio and its component value
without having to adjust for any change
in valuation approach or assumptions.
The figures were used in the asset graph
shown on page 22 which shows how
Infratil’s asset mix has changed over
the last decade.
However, the values are not necessarily
reflective of the fair value of each
investment. For instance, the $6.61 price
at which 30,000 Trustpower shares
changed hands on the last business
day of March gives a value for Infratil’s
shareholding that was $71.9 million less
than that implied by the closing
Trustpower share price a week later
(it had risen to $7.06). Market values for
a small shareholding are likely to provide
only an indication of what a large
controlling stake in the same company
is worth.
More materially, Infratil had its
interest in Canberra Data Centres,
Longroad Energy and Tilt Renewables
independently valued, while its stakes
in NZ Bus and ANU student
accommodation are subject to sale
agreements. The following table gives
values derived from those processes.
The aggregate $4,265.4 million value
for Infratil’s assets translates into
$5.52 per Infratil share after deducting
the value of Infratil’s net debt (as shown
on the facing page).
25
That is $1.23 per share more than the
comparable “conventional” value.
As will be apparent, a range of different
approaches were taken to determine
the values.
The CDC value reflects forecast
earnings and debt cost, a target rate of
return on the shareholders’ equity, the
actual NZ$/A$ exchange rate, and the
costs Infratil would be expected to incur
were it to sell its interest, including tax. It
is the valuer’s estimate of the net
sum Infratil would anticipate receiving
were it to sell its interest in CDC,
notwithstanding that Infratil has
absolutely no interest in selling.
Wellington Airport on the other hand
is shown at a value which is a simple
multiple of earnings which reflects how
Auckland and Sydney airports’ listed
values are usually expressed by analysts.
26
Consolidated Results
The revenue increase was largely
contributed by Trustpower and
Tilt Renewables, while higher costs
reflected Trustpower’s high cost of
purchased electricity and Infratil’s
management performance fee.
Increased depreciation and
amortisation reflects the higher asset
base. Most of the tax increase relates
to US tax payable in relation to Infratil’s
investment in Longroad. Revaluations
in FY2018 were due to changes in the
treatment of Tilt’s electricity sales
agreements.
Discontinued operations were NZ Bus,
Perth Energy, ANU and Snapper.
In FY2018 they also included Green
State Power.
For FY2019 the average NZ$/A$ exchange rate was 0.9334 and the NZ$/US$ was 0.6810
(0.9238 and 0.7149 in FY2018).
1. Revaluations does not include the RetireAustralia normalisation adjustment of $33.1 million
and $22.8 million the previous year.
Year Ended 31 March ($Millions)20192018
Trustpower$222.2$243.1
Tilt Renewables$144.4$112.3
Longroad Energy$46.5($19.7)
Wellington Airport$101.4$95.4
Canberra Data Centres$83.9$56.1
RetireAustralia$9.2$18.3
Parent/Other($130.1)($23.5)
Continuing operations$477.5$482.0
Perth Energy$35.9($5.8)
NZ Bus$17.4$33.4
ANU Student Accommodation$12.8$14.4
Other($4.1)$22.5
To ta l$539.5$546.4
Underlying EBITDAF
Several businesses provided marked
increases over the year; Longroad
Energy +$66.2 million, Perth Energy
+$41.7 million, Tilt +$32.1 million, and
CDC +$27.8 million, while Trustpower’s
earnings were -$20.9 million, NZ Bus
-$16.0 million and RetireAustralia
-$9.1 million.
Management costs rose $106.4 million
largely due to the $102.6 million
performance payment.
Infratil’s Financial
Performance & Position
Year Ended 31 March ($Millions)20192018
Operating revenue$1,442.2$1,233.9
Operating expenses($997.8)($774.7)
Depreciation & amortisation($160.4)($151.5)
Net interest($148.5)($150.5)
Tax expense($72.0)($52.7)
Revaluations
1
$0.9$48.7
Discontinued operations($12.0)$ 7. 3
Net profit after tax$52.4$160.5
Minority earnings($71.9)($89.1)
Net parent surplus($19.5)$71.4
27
Breakdown of Consolidated Results
The following tables give the breakdown of Infratil’s consolidated results by business, for the last two financial years.
Year Ended 31 March 2019
$Millions
Infratil’s
share
Underlying
EBITDAFD&AInterestTa x
Revaluations
adjustments
Net
surplusMinorities
Infratil
share of
earnings
Trustpower51%$222.2($47.2)($28.2)($37.5)($16.7)$92.6($46.6)$46.0
Tilt Renewables65%$144.4($89.5)($32.2)($7.4)($2.1)$13.2($5.7)$ 7. 5
Longroad Energy
1,2
40%$46.5----$46.5-$46.5
Wellington Airport66%$101.4($23.7)($19.4)($0.2)$6.0$64.1($17.9)$46.2
Canberra Data Centres
1
48%$83.9----$83.9-$83.9
RetireAustralia
1
50%$9.2---($33.1)($23.9)-($23.9)
Parent/Other($130.1)-($68.7)($26.9)
2
$13.7($212.0)$0.3($211.7)
To ta l$477.5($160.4)($148.5)($72.0)($32.2)$64.4($69.8)($5.4)
Perth Energy80%$35.9($6.0)($2.1)($13.6)-$14.2($2.1)$12.1
NZ Bus100%$17.4($21.1)($0.2)$2.3($29.2)($30.8)-($30.8)
ANU Student
Accommodation
1
50%$12.8----$12.8-$12.8
Other discontinued($4.1)($0.7)$0.1-($3.3)($8.0)-($8.0)
To ta l$539.5$188.2$150.7($83.3)($64.7)$52.5($71.9)($19.3)
1. These companies are not consolidated. Infratil only accounts for its share of the net surplus of RetireAustralia, CDC, ANU, and Longroad.
2. $13.2 million of tax was incurred in the US on Longroad’s gains.
Year Ended 31 March 2018
$Millions
Infratil’s
share
Underlying
EBITDAFD&AInterestTa x
Revaluations
adjustments
Net
surplusMinorities
Infratil
share of
earnings
Trustpower51%$243.1($44.3)($32.1)($44.9)($7.8)$114.0($56.5)$57.5
Tilt Renewables51%$112.3($83.6)($31.8)($7.1)$28.4$18.2($8.9)$9.3
Longroad Energy
1
45%($19.7)----($19.7)-($19.7)
Wellington Airport66%$95.4($23.6)($18.4)($4.2)$13.4$62.6($17.7)$44.9
Canberra Data Centres
1
48%$56.1----$56.1-$56.1
RetireAustralia
1
50%$18.3---($22.8)($4.5)-($4.5)
Parent/Other($23.5)-($68.2)$3.5$14.7($73.5)($2.8)($76.3)
To ta l$482.0($151.5)($150.5)($52.7)$25.9$153.2($85.9)$67.2
Perth Energy80%($5.8)($5.7)($2.9)($4.3)-($18.7)$4.4($14.3)
NZ Bus100%$33.4($32.9)($0.2)$1.6($1.2)$0.7-$0.7
ANU Student
Accommodation
1
50%$14.4----$14.4-$14.4
Other discontinued$22.5($2.8)($2.0)($6.5)($0.5)$10.7
($7.5)
$3.2
To ta l$546.4($192.9)($155.6)($61.9)$24.3$160.3
($89.1)
$71.2
1. These companies are not consolidated. Infratil only accounts for its share of the net surplus of RetireAustralia, CDC, ANU, and Longroad.
28
Year Ended 31 March ($Millions)20192018
Underlying EBITDAF $477.5$482.0
Net interest($142.2)($147.1)
Ta x($71.8)($77.9)
Working capital($4.5)$0.6
Discontinued operations$17.9$38.3
Operating cash flow$276.9$295.8
Consolidated Operating
Cash Flow
Capital Investment
Shareholder Returns
& Ownership
Infratil’s share price rose from
$3.10 on 31 March 2018 to $4.17 on
31 March 2019. Dividends of 10.75 cents
and 6.25 cents per share cash and
4.18 cents and 1.50 cents imputation
credits were paid in June and
December 2018 respectively.
Had the cash dividends been reinvested
in Infratil shares at the time they were
paid they would have provided a return
of 5.5% per annum on the 31 March 2018
share price. Added together, the
dividend and share price movement
resulted in shareholders receiving a
return of 41.3% per annum.
The table shows Infratil’s compound
return after tax to shareholders broken
into five year periods.
Year Ended 31 March ($Millions)20192018
Trustpower$27.7$ 2 7. 9
Tilt Renewables
1
$236.4$90.5
Perth Energy$0.4$5.0
Longroad Energy
2
$87.2$30.6
Wellington Airport$72.1$85.1
NZ Bus$45.9$19.1
Canberra Data Centres
3
$140.6$22.0
RetireAustralia
3
$31.8$35.9
ANU Student Accommodation$9.1-
Parent/other$27.7$9.8
$679.0$325.9
InfratilNZX50 gross
5 Year NZ
Government
bond
1
1994-199924.7% p.a.5.7% p.a.6.5% p.a.
1999-200422.1% p.a.6.5% p.a.5.5% p.a.
2004-20097.9% p.a.(0.6% p.a.)5.6% p.a.
2009-201413.3% p.a.14.7% p.a.4.5% p.a.
2014-201920.0% p.a.13.9% p.a.4.2% p.a.
Cumulative17.5% p.a.7.9% p.a.5.3% p.a.
1. In FY2019 Infratil invested $109.3 million increasing its shareholding in Tilt while Tilt invested
$127.1 million in new generation capacity. The FY2018 figure is what Tilt invested in generation.
2. These are the amounts Infratil invested into Longroad.
3. These companies are not consolidated. The values shown are 50% of RetireAustralia’s capex
and 48% of CDC’s. In FY2019 Infratil also invested $42.7 million into CDC and in FY2018 it invested
$53.9 million into RetireAustralia.
1. The five year bond rate at the start of the five year period. Note that the returns are not strictly
comparable as Infratil’s returns are after tax and the bond yield is pre tax.
Someone who invested $1,000 in Infratil shares on
31 March 1994 and subsequently reinvested all dividends
and the value of rights issues, etc. (i.e. who neither took
money out nor put money in) would, as at 31 March 2019,
own 13,380 shares with an NZX value of $55,795.
Infratil’s Financial
Performance & Position
29
25 Year Track Record
0
1000
2000
4000
3000
60%
40%
20%
0
-20%
-40%
2018
20162014201220102008200620042002200019981996
Accumulation Index
Accumulation
Index
Annual
Return
Ownership
It is estimated that approximately
12% of Infratil’s shares changed hands
over the year.
Infratil neither repurchased nor issued
any shares during the period.
New Zealand domiciled ownership
was stable at 75%. The ten largest
New Zealand institutional holdings
amounted to 112 million shares as
at 31 March 2019, 3 million less than
a year prior. The ten largest offshore
institutional holdings fell to 89 million
shares from 94 million a year prior.
31 March 201931 March 2018
Million shares%Million shares%
NZ retail investors30054%30054%
NZ institutions11921%12322%
Offshore owners14025%13624%
559559
Infratil has approximately 27,000 individual shareholders and 19,000 bondholders.
30
Bondholders
During October and November Infratil
repaid one maturing bond and issued
two new bonds:
• Repayment of $111.4 million of 6.85%
per annum coupon bonds originally
issued in November 2012.
• Issuing $100.0 million of 4.75%
per annum coupon bonds maturing
December 2025.
• Issuing $146.2 million of 4.85%
per annum coupon bonds maturing
December 2028. The coupon
on these bonds will be reset in
December 2023 at 2.50% per annum
over the then five year inter-bank
swap base rate.
Information that is likely to be of interest
to holders of Infratil’s Infrastructure Bonds,
which is not included elsewhere in the annual
report, is set out below.
Maturity
Yield
31 March 2019
Relative to
Govt Bonds
Yield
31 March 2018
Relative to
Govt Bonds
February 20204.15% p.a.+2.65% p.a.3.90% p.a.+2.00% p.a.
June 20224.30% p.a.+2.90% p.a.4.10% p.a.+1.95% p.a.
September 20234.40% p.a.+3.00% p.a.4.90% p.a.+2.60% p.a.
Infratil has a $30 million bond buyback
capability, but the market operated
effectively so no bond repurchases
occurred over the year.
The main purpose of buying back
bonds would be to remedy market
illiquidity and unfair prices.
The start and end of year yields of three
Infratil bonds is set out in the above
table, along with their yield-spread
relative to government bonds.
It is likely that the inconsistent
movements in the yields (and relative
yields) of the Infratil bonds reflected
normal supply and demand factors in
the New Zealand corporate bond
market. The fall in the government bond
yields which occurred over the year
resulted in interest rates never seen
before (including in the 19th century)
or even anticipated.
The yield and monthly turn–over of Infratil September 2023 bonds
0
1
2
3
4
5
6
7
20182019
Monthly Turnover
% p.a.
Infratil Monthly VolumeInfratil Bond Yield5 Year NZ Government Bond Yield
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
31
As illustrated by the graph, the market
yield on Infratil’s 2023 bonds has not
exactly followed that of the 5 year
Government bond. The greater volatility
of the Infratil bond yields reflects the
relatively small volumes that trade on
the NZDX, which is consistent with all
corporate bonds. Nevertheless, even
though the turnover of the Infratil bonds
has averaged only slightly over
$500,000 per month, they have stayed
within a reasonable fair-value range.
The yield on corporate bonds tends to
reflect supply and demand, which in
turn reflects the cost on alternative
sources of corporate borrowing, mainly
being internationally and from banks.
Infratil’s perpetual bonds started the
year at a price of $79 for $100 face
value, they traded between $80.50 and
$68.20 and ended the year at $70.50.
At that price the 3.55% coupon provides
a yield of 5.0% per annum.
Infratil’s Capital Structure
& Bondholder Rights
Infratil’s capital structure means that
rights of those who lend to the group
are tiered and segregated. A lender to,
say, Infratil subsidiary Trustpower will
have direct recourse to the assets of
Trustpower and no recourse to the
assets of Infratil. A lender to Infratil will
have recourse to Infratil’s assets
including its shareholding in Trustpower,
but no direct recourse to the assets of
Trustpower.
There is also a distinction between the
rights of the banks that lend to the
Infratil wholly-owned group and the
rights of Infratil’s bondholders. The banks
have preferred recourse to Infratil’s
shareholdings (in companies such as
Trustpower) and the assets of members
of the Infratil wholly-owned group that
provide guarantees to the banks.
The upshot is that Infratil’s bondholders
have rights to all of Infratil’s assets and
are not limited to the assets of just one
subsidiary, but their recourse to assets
of Infratil’s subsidiaries is only after the
direct recourse of other lenders and
creditors.
As at 31 March 2019, the Infratil
group debt comprised:
• $1,371.7 million of net debt of
subsidiaries in which Infratil had less
than a 100% interest. This included
$37 million of Perth Energy’s borrowing
which was guaranteed by Infratil.
None of the other debt was
guaranteed by Infratil.
• The wholly-owned group had
$44 million of net bank debt.
• $1,136 million of Infratil Infrastructure
Bonds were on issue.
These amounts do not include the
borrowings of the companies in which
Infratil owns less than 50%.
As at 31 March 2019 Infratil provided
$85 million of credit support to
Longroad, but it does not otherwise
provide guarantees of any of the debt
or other liabilities of these companies
which include CDC, RetireAustralia,
ANU and Longroad.
32
Vodafone
New Zealand
Infratil 49.9%
Brookfield Infrastructure Partners 49.9%
Management balance%
Cell tower. Haywards Hill, Upper Hutt
(From August 2019)
33
Infratil has announced the
acquisition of Vodafone NZ with a
target settlement in August 2019.
Key features of this transaction
are summarised on this page.
The transaction is subject to
regulatory approval, in particular
from the New Zealand Overseas
Investment Office which must
approve Brookfield’s purchase
and the New Zealand Commerce
Commission which must
approve Infratil’s.
Year Ended 31 March2019201820172016
Revenue $1,986m$2,039m$2,027m$1,963m
Underlying EBITDAF$463m$466m$469m$422m
Capex$253m$244m$223m$229m
EBITDAF - Capex$210m$222m$246m$193m
Partners
Following settlement, Infratil and a
subsidiary of Brookfield Infrastructure
Partners “Brookfield” will each own
approximately 49.9%. Management of
Vodafone NZ have the right to purchase
the balance of the shares.
Brookfield is listed on the Toronto
and New York stock exchanges and
is the flagship vehicle of Brookfield
Asset Management; manager of over
US$365 billion of assets.
Brookfield owns telecommunication
and data infrastructure in a number
of countries and has New Zealand
experience, at one time owning
Powerco (New Zealand’s second
largest electricity and gas distributor).
Vodafone NZ will continue to benefit
from being a Vodafone Partner
Market under long-term arrangements
which ensure access to technology
and features such as global roaming
for customers.
Transaction Summary
The transaction gives a $3,400 million
enterprise value to Vodafone NZ;
comprising $2,058 million for the value
of the company’s equity provided by
Infratil and Brookfield and $1,342 million
of company debt and the value of
management’s shareholding.
Infratil’s share of the consideration
is $1,029 million. At present it is
anticipated that this will be sourced
via a $400 million equity raise with the
remainder being a mixture of acquisition
debt, corporate facilities, and the
proceeds of assets now subject to
sales processes.
Vodafone NZ: Assets,
Plans & Outlook
Vodafone NZ has 10,000 kilometres
of cabling connecting customers and
over 1,550 mobile cell sites providing
coverage to 98% of the population;
95% with 4G. 80% of rural New Zealand
has access to Vodafone NZ broadband.
The company has 41% of New Zealand’s
mobile subscribers, 26% of broadband
connections, and 16% of pay
TV connections.
Vodafone NZ is set to grow its revenues
after a period of management changes
and ownership uncertainty.
Management’s goal now is to create
value by providing customers with the
best of “Global and Local” through the
Vodafone Partner Market arrangement
and investment in network capability.
In addition, efficiency is being improved
by increasing network utilisation and
sharing, simplifying the retail offerings,
and standardising and automating
back office functions.
For FY2020 Vodafone NZ’s projected
underlying EBITDAF is $460-$490 million
with capital spending in the range of
$300-$350 million. Revenue, earnings,
and capital spending for the last four
years are shown in the table at the
bottom of the page.
Investment Rationale
The transaction has excellent
credentials for delivering value to
Infratil’s shareholders. Vodafone NZ
and the transaction offers:
• New Zealand’s largest mobile
operator and second largest
provider of broadband.
• New Zealand’s largest data
infrastructure network.
• A strong and experienced
management team.
• A sound economic backdrop,
sensible market structure, and
stable regulation.
• Opportunities to grow earnings
through improved network utilisation,
enhanced services, and lower
operating costs.
• Infratil and Brookfield are
operationally focussed shareholders
with considerable New Zealand
and international sector experience,
and a track record of successfully
localising ownership, branding
and operations.
34
Trustpower
Infratil 51%
Tauranga Energy Consumer Trust 27%
Public 22%
Over the last decade New Zealand’s excess
generation capacity depressed electricity
prices and meant there were few investment
opportunities.
The electricity supply/demand balance is now
changing and while demand continues to be flat,
expectations are that electricity consumption
will rise with de-carbonisation of transport and
industry. The economics of generation will also
change as the cost of using gas and coal to
fuel generation rises and the use of those fuels
declines.
In addition to its generation facilities, Trustpower
is a leader in providing customers with multiple
utility services. This is evolving as services increase
in complexity and more sophisticated analytical
tools enable providers to better fit services to the
requirements of individual customers.
Core Growth
Twinkle-Jane Moody and fellow students, Matipo Community Development Charitable Trust.
Supreme Winner at the Trustpower National Community Awards 2019
35
For Trustpower, FY2019 was a
year of relative normalcy after
the prior year’s hydrology
windfall. However, the market as
a whole experienced an unusual
period characterised by the
highest wholesale prices
experienced in New Zealand
since the 2002 drought.
What is especially notable about the
period is that the electricity wholesale
market events had little impact on most
residential consumers.
As the table at the bottom of the page
shows, it was a year of two halves for
wholesale electricity prices.
The electricity market events of the last
year are interesting in themselves and
as a signal for the future.
• Historically, high wholesale market
electricity prices in New Zealand
reflected water shortages in the
main hydro storage lakes. During the
second half of FY2019 for the first
time it was the supply of gas which
drove up wholesale electricity prices.
• Maintenance of the pipeline from
the offshore Pohokura field restricted
gas availability and saw gas-fired
generation for the December quarter
down 583GWh on the same period
the prior year (Pohokura usually
provides about a third of
New Zealand’s gas). While only
5% of total generation this had a
dramatic impact on wholesale
electricity prices. Although some
additional hydro generation was
available, coal-fired generation was
the key source of back-up, and is
very expensive.
• Remarkably, residential customers will
have hardly noticed. There wasn’t a
campaign to save power and prices
haven’t risen for those on term plans.
The messages from this period are that
New Zealand relies on gas-fired
generation to fill the gaps in demand
that are not met from wind, geothermal
and hydro; and that supply and
demand is finely balanced. A second
message is that wholesale electricity
prices are determined by the whole
portfolio of generation that is required
to meet demand.
A third point is that the large
generator-retailers are good at
managing electricity price risk on
behalf of consumers. The only
complaints voiced over the period
came from smaller electricity retailers
that had not managed risk efficiently
and consumers who preferred to be
exposed to “spot” prices.
The relevance for the market and
consumers of these lessons depends on
how demand for electricity grows and
whether there are constraints on
gas-fired generation. The Government’s
policies favour both increasing use of
electricity for transport and industry
and less use of gas.
Ironically, given the very high electricity
prices, Trustpower revalued its
generation down by a net $163 million
as at 31 March 2019. This reflected a
matrix of pros and cons and the
reduction in value would have
depended on the judgement of the
valuers as to the weightings of the
variables.
Jun QuarterSep QuarterDec QuarterMar QuarterTo ta l
NZ Generation FY201911,040GWh11,555GWh10,439GWh10,050GWh43,084GWh
NZ Generation FY201810,879GWh11,439GWh10,501GWh9,964GWh42,783GWh
% Renewable FY201985.1%84.7%84.5%84.0%84.3%
% Renewable FY201879.3%80.5%81.9%81.2%80.7%
Av. wholesale price FY20197.5c/kwh8.2c/kwh19.3c/kwh15.5/kwh12.4c/kwh
Av. wholesale price FY20187.7c/kwh9.5c/kwh9.1c/kwh8.3c/kwh8.6c/kwh
Would raise the value of generationWould reduce the value of generation
• Increasing demand
• Lower required rates of return and
greater use of cheaper debt
• Gas shortage
• Higher prices on carbon emissions
• Weaker NZ$
• Falling cost of wind generation
• Falling per household
consumption
• Closure of industry, especially
the Tiwai Point aluminium smelter
Directors Paul Ridley-Smith, Peter Springford, CEO Vince Hawksworth and CFO Kevin Palmer.
36
Trustpower’s utility retailing business
continues to evolve as a provider of
both energy and telecommunication
services. The only step change event
last year was Trustpower’s decision to
replace its 140,000 electricity meters
with a “smart” version. As the last major
energy retailer to make this change it is
believed that Trustpower will gain a
considerable benefit from having waited
until the technology improved to the
point where the meters provide real
benefits rather than mainly just
additional cost.
With its utility retailing activities,
Trustpower’s key goals are to reduce the
cost of churn by retaining customers and
to reduce back-office costs. Progress
was delivered on both fronts. Increasing
the proportion of customers with both
telecommunication and energy services
reduces turnover because multi-utility
customers are more satisfied and less
likely to shop around. Improvements to
customer-communication technology is
enabling a significant shift from
telephone conversations to more
automated ways of accommodating
customer inquiries.
Year Ended 31 March201920182017
NZ retail electricity sales1,823GWh1,784GWh1,895GWh
NZ generation 1,994GWh2,235GWh2,017GWh
Australian generation-284GWh359GWh
Electricity accounts267,000273,000276,000
Gas accounts39,00037,00033,000
Telecommunication accounts96,00087,00076,000
Av. NZ market spot price
1
12.5c/kwh8.8c/kwh5.2c/kwh
NZ EBITDAF
2
$222.2m$243.1m$203.0m
Green State EBITDAF-$26.7m$31.5m
Investment spend$27.7m$27.9m$26.7m
Net debt$562.1m$469.8m$660.8m
Infratil’s holding value
3
$1,055.9m$893.0m$734.8m
1. 12.5c/kwh is the same as $125,000/GWh (ie. 1GWh = 1,000,000kwh)
2. Excludes $16.7 million of demerger costs in FY2017
3. NZX market value at period end
Trustpower is interested in a raft of
Government policy initiatives, with
several directly relevant; for instance
the Water Review, the Electricity Price
Review, how the goal of reducing CO
2
emissions is implemented, and the
specific policy targeting lower electricity
sector CO
2
emissions by 2035. Each
initiative has the potential to produce a
major increase in generation costs or to
distort the market. Fortunately, to date
no tangible disruptive plans have
emerged and the general tone of
government pronouncements has
shifted from aspirational to pragmatic.
Fiona Smith - General Manager
Customer Operations
Utility companies can no longer deliver
services that are one size fits all or set
and forget. Customers expect service
providers to understand and know them.
But delivering a personalised service;
whether to help reduce energy use,
better manage cost, or to adjust data
capacity to deliver excellent broadband,
takes data and analytics. Trustpower
is building this capability.
Artificial intelligence is also helping our
staff identify new customers that are
likely to be receptive to a combination
of Trustpower’s energy and
telecommunication plans.
In addition to helping us identify the
services that will best meet the needs
of existing and prospective customers,
technology is enabling us to do this at
a lower cost while also improving the
efficiency of other back-office functions.
For instance, only three years ago 80%
of customers got in touch with
Trustpower by phone, it’s now 40%
because customers have shown they
prefer chat-bots, web-chat and other
lower-cost and higher-value means
of communication.
Trustpower’s aspirations run much
deeper. Learning algorithms that can
predict a customer’s future needs by
mimicking human logic will enable
Trustpower to personalise service
offerings, to stay one step ahead.
It is also expected that customers
will increasingly use digital assistants
to interact with businesses, for which
Trustpower’s people and systems are
preparing.
It has been apparent in the past that
technology has promised more than it
has delivered. “You can see the
computer age everywhere but in the
productivity statistics”, as US economist
Robert Solow said. But the balance is
shifting. Analytical capability is enabling
Trustpower to draw a line between
an understanding of the energy and
telecommunication markets and an
understanding of customer needs,
and to do so cost efficiently.
Fiona Smith - General Manager Customer Operations
37
EBITDAF & Generation
Year ended 31 March
Over the last ten years Trustpower’s
New Zealand hydro generation has
risen via acquisition and small-scale
development projects. With fluctuations
coming from rainfall changing from one
year to the next.
New Zealand EBITDAF has shown some
volatility reflecting hydrology conditions,
but the trend has been flat as increased
generation has been offset by lower
wholesale prices and increasing retail
market competition.
NZ EBITDAF per unit of
NZ generation and the
average NZ market price
of electricity
Year ended 31 March
Usually Trustpower’s success as a utilities
retailer, and with its irrigation activities,
has ensured that earnings per unit of
generation have remained comfortably
above the wholesale market value of
the generation.
This year’s spike in prices wasn’t passed
on to customers which breaks the run.
While tightening supply conditions make
it likely that wholesale prices will tend
to remain more in the 7 to 9 cent range
rather than 5 to 7 cents, it is unlikely that
Trustpower’s margins over wholesale
prices will return to former levels.
Customers and retail
electricity sales
Year ended 31 March
The attraction of Trustpower’s utility
retailing offer is apparent from the
graph.
However, electricity sales per customer
have fallen by 25% over the period, while
costs per customer have been stable.
0
500
1,500
1,000
2,000
2,500
3,000
2018 2019
GWh
$50
0
2010 2011 2012 2013 2016 2017 2015 2014
$100
$150
$200
$250
EBITDAF
$Millions
$300
NZ Hydro Generation (GWh)
Australian Hydro Generation (GWh)NZ EBITDAF
EBITDAF
0
12
10
8
6
4
2
2018 20192010 2011 2012 2013 2016 2017 2015 2014 2010 2011 2012 2013 2016 2017 2015 2014
Cents/kwh
$80,000
$60,000
$40,000
$20,000
0
$100,000
$120,000
$140,000
EBITDAF
per GWh of
generation
EBITDAF per GWh
NZ Market price
(Cents/kwh)
Customer
Accounts
0
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
GWh
200,000
150,000
100,000
50,000
0
250,000
300,000
350,000
400,000
2018 2010 2011 2012 2013 2016 2017 2015 2014
Electricity Accounts:TelcoGas
Retail Electricity Sales (GWh)
2019
38
Tilt Renewables
Infratil 65%
Mercury Energy 20%
Public 15%
Both New Zealand and Australia require more
wind and solar generation capacity, to meet
decarbonisation goals and to satisfy rising
demand for electricity.
Massive investment in technology, manufacture
and operation has resulted in wind and solar
generation rapidly evolving to the lowest
cost new-build options for the energy market.
The resulting cost reduction has also spawned
challenges as these sources of generation are
intermittent, which can mean extremely low-cost
electricity for part of a day, but none at another.
Through its existing generation facilities and its
extensive development pipeline Tilt has gained
deep insights into the nuances of solar and wind
generation, how to deliver low-cost renewable
electricity and the choices available to manage
supply and price risk, including through physical
energy storage.
Salt Creek property manager Tom Wilson.
Core Growth
39
During FY2019 Infratil sought
to takeover Tilt but settled
for increasing its holding from
51% to 65%.
$109 million was invested in the
acquisition of the additional 14%, and
Infratil also subscribed for $179 million
of equity issued by Tilt to enable it to
progress its development initiatives.
The takeover bid and the provision of
additional capital to Tilt were interlinked.
Tilt has an extensive development
pipeline which is attractive to Infratil.
However, Infratil’s failure to reach 100%
reflects a cautious approach to value.
Development activities should generate
good returns as compensation for their
risk and the higher the share price the
lower the future returns.
Operationally, Tilt experienced
satisfactory wind conditions on both
sides of the Tasman (after last year’s
calm) and saw the first generation from
its new A$105 million 54MW Salt Creek
wind farm in Victoria. This translated into
a A$31.0 million increase in EBITDAF
(+A$23.4 million from higher Australian
volume, +A$5.7 million from New Zealand,
+A$6.3 million from higher Australian
prices, and -A$4.4 million from higher
operating and development costs).
The higher prices in Australia related to
the generation that was not sold on
fixed price contracts due to Salt Creek
commencing generation earlier than
anticipated and the Snowtown 1 wind
farm coming off contract in January
2019.
Tilt continued to expand its
development pipeline of prospective
projects, which now amounts to
3,400MW of capacity spanning Australia
and New Zealand; including 660MW
of consented solar and more than
2,100MW of consented wind. In addition
to the generation projects, Tilt is also
working on energy storage so that
“excess” wind or solar electricity can
be stored for use during higher value
periods. For instance, because wind
generation can make up a very high
proportion of South Australia’s total load,
the State energy regulator occasionally
curtails such generation (to avoid the
risk of a system outage being caused
by a large natural fluctuation in wind
generation). Last year this reduced
Tilt’s production by 47GWh (worth
A$5.1 million at Tilt’s average Australian
price). Options to allow this “spilled”
energy to be stored are being
investigated, albeit not a simple process
under the Australian generation
connection regulations.
While a large portfolio of development
options is necessary for growth, what
matters is that these can be executed.
For this to occur requires Tilt to find
buyers for the electricity, and for that to
happen requires that Tilt’s sites,
technology, costs and funding are all
best in class. Consequently, progress at
Dundonnell and Waverley was welcome
vindication that Tilt is indeed in that
category.
Before Tilt committed to build the
A$560 million 336MW Dundonnell
wind farm it was successful in gaining
an agreement with the Victorian
State government which effectively
removed the price risk on about a third
of the forecast output to 2035. The
State government had undertaken
a comprehensive tender process
before it selected Tilt as its counterparty.
Subsequently Tilt has also contracted
with Snowy Hydro and as at
31 March 2019 only 13% of Dundonnell’s
output wasn’t under long-term contract.
In New Zealand Tilt is advanced in its
negotiations with Genesis Energy for the
latter to take the electricity price risk on
the 130MW Waverley wind farm in south
Taranaki. If the parties agree it is likely
that construction will start in FY2020.
This project would underline Tilt’s
capability as an independent wind farm
developer, even in New Zealand where
most of such development is undertaken
in-house by generator-retailers (where
project specific costs can be obscure).
Tilt’s summary of key features of the
New Zealand and Australian markets
is set out in the table on page 40.
Climate Council member Ellyce Crabb with a Cities Power Partnership staff member.
Year Ended 31 March201920182017
Australian generation1,395GWh1,225GWh1,305GWh
NZ generation 659GWh571GWh744GWh
Australian revenueA$151.3mA$121.7mA$127.7m
Average price10.8c/kwh9.9c/kwh9.8c/kwh
Australian contracted sales75%95%96%
New Zealand revenueA$42.0mA$36.2mA$46.8m
Average price 6.4c/kwh6.3c/kwh6.3c/kwh
New Zealand contracted sales100%100%100%
EBITDAFA$134.8mA$103.8mA$124.0m
Investment spendA$127.1mA$83.6mA$6.0m
Net debtA$347mA$593mA$544m
Infratil’s holding value
2
$720.9m$285.9m$341.8m
1. 10.8c/kwh is the same as A$108,000/GWh (ie. 1GWh = 1,000,000kwh). All prices are in A$.
2. NZX market value at period end
40
Solar projects
Wind projects
Existing generation
* Under construction
AustraliaNew Zealand
Strong Federal government support for
decarbonisation pending Election outcome.
QLD, VIC, ACT have renewable targets.
Additional supply required to
accommodate demand
growth and plant retirement.
Federal and State support for energy storage
initiatives which are compatible with
intermittent renewables.
Electricity policy stability.
Potential for transmission investment,
compatible with distributed renewable
generation.
Committed e-carbonisation
politics.
But, a tendency to regulatory complexity
and change.
Tilt relationships, market/site
knowledge.
The rate at which these variables
translate into Tilt converting more of its
3,400MW project pipeline into physical
generation will depend on the rate at
which each market provides off-take
contracting opportunities and the level
of uncontracted generation that can
be accepted in the portfolio.
With Salt Creek and Dundonnell,
Tilt has shown that it has the ability
to develop generation which delivers
competitively priced electricity and
creates shareholder value.
For its shareholders Tilt represents an
unusual situation in that they will be
hoping the Company continues to
ask them for capital rather than start
increasing its dividends.
Liverpool Range
1000MW (wind)
Blayney
10MW (wind)
Crookwell
5MW (wind)
Rye Park
300MW (wind)
Dundonnell*
336MW (wind)
Salt Creek
54MW (wind)
Dundonnell
100MW (solar)
Palmer
300MW (wind)
Waddi
105MW (wind)
40MW (solar)
Snowtown (Stage I)
101MW (wind)
Snowtown (Stage II)
270MW (wind)
Snowtown Solar/Storage
100MW (solar)
21MW (battery)
QLD Solar Projects
530MW (solar)
Waverley
130MW (wind)
Omamari
70MW (wind)
Mahinerangi (Stage I)
36MW (wind)
Mahinerangi (Stage II)
160MW (wind)
Tararua (Stage I & II)
68MW (wind)
Tararua (Stage III)
93MW (wind)
Kaiwera Downs
240MW (wind)
41
EBITDAF & Generation
Year ended 31 March
EBITDAF per unit of generation
Year ended 31 March
Projected generation
& Electricity price risk
A forecast of the generation from Tilt’s
existing capacity (including Dundonnell
from FY2021, but not Waverley) and the
part of the output where the price risk
has been transferred to counterparties
is shown in the graph.
GWh p.a.
2,000
1,500
1,000
500
0
2,500
3,000
3,500
4,000
2019 2020 202120222023 202420252026202720282029 203020312032 2033 2034 2035
Contracted productionUncontracted production
0
500
1,500
1,000
2,000
2,500
2010 2011 2012 2013 2016 2017 2018 2019 2015 2014
GWh
$30
0
$60
$90
$120
$150
EBITDAF
A$Millions
NZ Generation (GWh)
Australian Generation (GWh)
EBITDAF
2010 2011 2012 2013 2016 2017 2018 2019 2015 2014
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
0
(A$)
EBITDAF per GWh (A$)
42
Longroad Energy
Longroad was established to develop renewable
generation in the US using experienced local
management, and the capital and investment
discipline of the two New Zealand shareholders.
The goal is to build a business that owns and
manages renewable generation and creates
value by undertaking development projects,
which may be realised if opportunities are
propitious.
It is also expected to provide insights into the
economics and trends at the cutting edge of
renewable generation which Infratil will be able
to apply in New Zealand, Australia and possibly
elsewhere.
Infratil 40%
New Zealand Superannuation Fund 40%
Management 20%
Core Growth
43
In less than three years of
operation Longroad has
executed a remarkable series
of projects and started to
deliver what is likely to be
a robust source of income
and value.
When Infratil and the New Zealand
Superannuation Fund backed the
establishment of Longroad in 2016 the
motive was the calibre of the executive
team and the opportunity afforded by
the dynamic US electricity market.
The speed at which events have
subsequently unfolded is dumbfounding
when compared to Australasia. In
the familiar markets it is expected
that regulation will slow projects; that
electricity price risk will be difficult
to manage; and generally that
independents will struggle to compete
with large integrated generator-retailers
to develop, build or own generation
plant.
In the US the individual components
of electricity generation; development
– contracting output - building –
ownership - management; are often
performed individually. A company
may specialise in identifying and
scoping good sites for wind or solar
generation. A totally different party
may own the facilities once they are
built with management outsourced
and price-risk contracted away. In this
environment Longroad has been able
to pick a diverse range of opportunities
based on their specific risk/reward
features.
Longroad’s overarching goals are to
buy or create development options, to
develop those options into generation
which optimises site, technology,
financing, and market features, and to
build a portfolio of low-risk assets which
may be retained or on-sold. In each of
these areas Longroad delivered in
FY2019.
The Phoebe 315MWdc solar facility
developed by Longroad in north Texas
saw construction start in July 2018 after
funding had been arranged and 89%
of the projected 738GWh of annual
output had been sold to Shell Energy.
However, even before the US$307 million
construction started, Longroad sold
the project to Canadian renewable
investment vehicle Innergex for
US$397 million. Phoebe will be
commissioned later in 2019 and will
then be the largest solar power station
in Texas.
The 238MW Rio Bravo wind farm
developed by Longroad, also in Texas,
had its US$301 million construction
start in late 2018 once power purchase
terms had been agreed with Citigroup
and debt funding secured. Its sale was
later agreed with privately owned
investment company Sammons
Enterprises with settlement early in
FY2020; when gains will be recognised.
Longroad management have
indicated that the existing portfolio of
development projects which are nearing
execution are expected to give rise to
a further US$130 million to US$180 million
of gains.
In addition to its development projects,
Longroad owns 685MW of generation
which provides a stable source of
income as well as providing
development options and an
operational capability (which can
then be offered to third parties
on a contract basis).
As shown in the table below, Longroad
has an eclectic range of involvements
with 2,520MW of generation. In addition,
the Longroad team are evaluating
a further 7,000MW of wind and solar
generation projects:
• 553MW developed and on-sold.
• 684MW of capacity owned for both
earnings and development potential.
• 730MW of projects under
development.
Director Vimal Vallabh and CEO Paul Gaynor
Phoebe solar Texas.
Commissioned 2019
315MWInitiated and sold FY2019.
Rio Bravo wind Texas 2020238MWInitiated FY2019, sold FY2020.
Facilities management retained.
Federal Street solar.
Distributed solar with
electricity sold to several
counterparties
299MWAcquired by Longroad in 2017 and
managed to provide stable earnings
with upside from refinancing.
Minnesota wind 2003-8.
Electricity sold to Xcel
Energy Inc.
80MWAcquired by Longroad in July 2017
from NRG. Potential to replace and
increase turbines.
Milford wind Utah 2009.
Electricity sold to the
Southern California Public
Power Authority
306MWManaged by Longroad as a source
of stable earnings, with optimisation
potential.
El Campo wind Texas243MWDevelopment project.
Prospero solar Texas379MWDevelopment project.
Foxhound solar Virginia108MWDevelopment project.
Other (no financial interest
in ownership)
552MWManaged by Longroad as a long-run
source of stable earnings.
44
NZ$ figures are as at 31 March
US$ figures as at 31 December20192018
Infratil investment amount$154.0 million$66.8 million
Infratil capital received back$151.3 million$28.9 million
Infratil book value$10.8 million$10.1 million
Infratil’s share of Longroad’s net income$46.4 million($19.7 million)
EBITDAF
1
US$37.0 million(US$5.6 million)
Depreciation/Amortisation
1
(US$ 31.2 million)(US$8.4 million)
Interest
1
(US$34.0 million)(US$8.6 million)
Net surplus before tax
1
US$60.2 million(US$22.6 million)
Operating cash flow including
development costs and gains
1
US$92.9 million(US$5.3 million)
Owned generation684MW684MW
Managed generation1,236MW1,236MW
Employees105 people74 people
1. Longroad has a 31 December financial year. These figures are for the years ended
31 December 2017 and 2018.
Corporate renewable projects
An important source of demand for
renewable electricity and hence
long-term purchase agreement are
corporate buyers seeking to reduce
their carbon footprint. Standard & Poor’s
reported that in 2018 over 6,500MW
of corporate renewable capacity was
secured from over 40 generators; more
than doubling the previous annual peak.
The largest US corporate buyers
include Microsoft which has 1,260MW
of contracted generation, Amazon
1,400MW, Apple 1,200MW, Walmart
800MW, and Ikea 900MW. In 2018 buyers
also included Shell and Exxon Mobil.
Illustrating the trend, the Brookings
Institution reported that May 2019 was
the first month ever when US renewable
electricity generation was greater
than generation from coal-fired
capacity. They put this down to state
environmental standards and emission
policies and rising corporate investment
in cleaner technology and electricity
purchases.
Augmenting its development goals,
Longroad employs a 65 strong team
to manage generation assets for its own
projects and on behalf of third parties.
This capability ensures that Longroad
has comprehensive understanding of
its own facilities, to inform development
decisions, and it means that the 238MW
Rio Bravo wind farm can be sold to
a financial buyer which doesn’t have
operating capability.
Financial Flexibility
& Value Creation
As with any early-stage business
undertaking development, the financial
arrangements and value creation
are complex and contingent.
• Initially Longroad’s three shareholders
committed US$100 million. Infratil
and New Zealand Superannuation
Fund each owned 45% with
management holding the balance.
In addition, Infratil indicated a
willingness, on a case by case basis,
to provide temporary funding and
credit support to enable Longroad
to execute projects.
• Subsequently, Longroad’s
management exercised the right
to increase their shareholding to
20% which reduced the New Zealand
shareholders to 40% each.
• In addition to its equity funding,
Longroad had (by 31 March 2019)
raised US$1,702 million of project debt
funding from 16 different lenders.
• For Infratil, the arrangement has
meant a high turnover of financial
investment and commitment. Funds
have been invested and returned in
short order. As at 31 March 2019 this
meant that Infratil’s net investment
at that point (the difference between
what had been invested and what
had been returned, either as profits
or repayment) was only $2.7 million.
($154.0 million invested and
$151.3 million received back).
• Infratil arranged for an independent
valuation of its 40% interest in
Longroad as at 31 March 2019.
This derived a value of $122.7 million
allocated:
• 59% near-term development projects.
• 24% operating assets.
• 9% undeployed plant and
equipment.
• 8% other development projects.
• The book value of Infratil’s 40%
interest in Longroad reflects both
capital flows and Longroad’s net
profit (US$60.2 million for the twelve
months to 31 December 2018 after
a US$22.6 million loss the prior year).
Reported profits/losses includes
depreciation, amortisations,
and interest expenses related to
generation ownership vehicles, and
Longroad’s generation management
fees and costs, and development
costs and gains.
(MW)
2,000
1,500
1,000
500
0
2,500
3,000
3,500
4,000
2010
2011 2012 2013 2014 2015 2016 20172018 2019 2020 202120242022 20232025
WindSolar
The graph shows when projects came online or are planned to come online, not when the
power purchase agreements were signed. Source S&P Global Market Intelligence.
45
Milford Wind
306MW
Phoebe Solar*
315MW
Prospero I Solar
379MW
dc
El Campo Wind
243MW
Rio Wind*
238MW
Minnesota Wind
80MW
Repower
70MW
Federal Street
Solar
299MW
Foxhound Solar
108MW
dc
Operational assets
* Under construction
Projects
46
Wellington
Airport
Wellington Airport delivers growing earnings
from investing in its own activities.
The Airport’s goal is good air services between
central New Zealand and the world and a safe,
welcoming environment for the people who use it.
Delivering requires capable well directed people
and supportive capital providers.
Airport under-investment results in poor air
connectivity, queues and inconvenience for
individuals and airlines. Over-investment creates
a mausoleum ambiance, unnecessary cost and
redundancy.
Over the last five years the Airport has invested
$315 million in its facilities and paid $254 million to
shareholders. Annual passenger throughput rose
from 5.5 million to 6.4 million and earnings from
$82 million to $101 million.
Infratil 66%
Wellington City Council 34%
Core Growth
Trad Stompers performing at Wellington Airport
47
Wellington Airport’s priorities
are to facilitate the provision
of convenient, competitive
air services between central
New Zealand and the world,
and to provide a safe, efficient,
welcoming environment for
the people who use its facilities.
The Airport team can be proud
about what they are now
delivering.
Last year domestic passenger growth
was a solid 4.6% per annum and
international a satisfactory 3.8%
per annum. On a daily basis that’s
approximately 90 more international
and 660 more domestic passengers
than at the same point a year ago.
Regularly, over 30,000 people
visit Wellington Airport each day
(including meeters, greeters, staff.)
Recent growth was mainly due to
increased aircraft loadings and almost
all services now have more than 80% of
their seats sold. Capacity was added
with Napier, Queenstown, Rotorua and
Tauranga, and on the domestic trunk
Air New Zealand has started replacing
its 171 seat A320 aircraft with the
214 seat A321s.
While credit for increased throughput
reflects many factors, the Airport’s
contributions are not minor:
• The Airport provides support for all
airlines developing new services
especially those reliant on
recreational and social traffic as their
utilisation is more discretionary than
those targeting business travellers.
• The constantly improving Singapore
service, now carrying approximately
900 people per week into the region,
was initiated with the combined
support of the Airport, City and
Regional Development Agency.
• Last August the Airport contracted
for Airbus to bring its new generation
A350 from France to undertake
Wellington trials. It is hoped that
following regulatory approval that
this model of aircraft (and its A330
sister) will be used to further improve
the region’s international connectivity.
• FY2019 saw myriad operational
improvements to lower airline costs;
of particular note was the Airport’s
work with Air New Zealand on the
push-back of its ATR aircraft
(resulting in a significant cost saving
on the part of the Airport) and the
automation of airbridges (Singapore
Airlines reported an average time
saving of three minutes). Wellington
has the first automated airbridges in
the world and has hosted many visits
from airports interested in emulation.
Passenger surveys are indicating
the highest-ever levels of approval,
reflecting the Airport’s wide range of
land-transport options, improved
carparking facilities, excellent main
terminal ambiance, best-of-Wellington
food, beverage and retail offerings,
cleanliness, and the speed with which
it is possible to move through if you are
in a rush. Every airport user has specific
criteria;
“On Friday before I flew home I had
a craft beer and listened to a jazz
band.” “I flew in from Blenheim and
within five minutes I was out of the
carpark and on my way home.” “The
toilets’ baby facilities are excellent.”
The Airport’s 134 room hotel and
expanded conference capacity opened
in January. The objective with this
investment is to make Wellington
convenient as a place for people to
meet and as a place to start/finish an
international trip. Many of the Airport’s
international services leave before 7am
and arrive after 11pm. This timing is
discouraging for someone from say
Napier or even Kapiti. Now they can
overnight at the Airport in pleasant
surrounds with a 100 metre walk to or
from their plane.
For the Airport team, moments of
self-congratulation are brief because
maintaining standards is a constant
challenge. The list of current initiatives
is daunting:
• Airfield. Wellington operates on
an extremely constrained site
(the aeronautical area is about a
quarter of Auckland or Christchurch).
Because there is now finite ability to
accommodate growth within the
existing envelope the Airport intends
acquiring vacant Crown land, part
of the Miramar golf course, and
converting carparks into airfield.
It is also to relocate its fuel and fire
services to free up space for aircraft
movements. Alongside the expansion
plans, planning has started on
replacing the seawall that faces
Cook Strait to ensure it is future-
proofed against sea level rises
and storms.
• Terminal. Improvements to the main
terminal are ongoing and major new
initiatives are also starting. Increasing
security requirements will require new
facilities for screening airport visitors
and the construction of a new
baggage hall. Passenger congestion
and major challenges with the
location of larger international
aircraft is necessitating the
construction of an entirely new
international terminal.
• Technology, community, people,
environment. In addition to ensuring
its physical ability to accommodate
demand growth, the Airport has
initiatives to minimise waste, achieve
zero-carbon, and to ensure it
maintains community trust, positive
staff, and stays ahead of issues such
as data integrity and privacy.
Airport Operations Coordinator Vinnie Sharp and Integrated Operations Controller Hana Lee.
48
Even with a long list of future-proofing
projects, the largest challenge to
efficient delivery of Airport capacity and
services comes from the myriad
regulatory agencies which undertake
monitoring or provide approvals. Most
mean well and no one doubts the need
for expert independent monitoring,
accountability, and forum to facilitate
participation in issues such as whether
Wellington should be able to reclaim
10 hectares to enable a runway
extension. But there is little onus on
efficiency or proportionality. The Airport’s
joint project with Wellington City Council
to extend its runway is now in its seventh
year and after millions of dollars and
immense frustration is still at least a
year away from consents. And the main
reasons for the delay and expense
are procedural and have added little
new insight nor changed the initial
understanding of costs and benefits.
Year Ended 31 March 20192018
Passengers Domestic5,488,0135,249,081
Passengers International 929,457 895,369
Aeronautical income $81.5m $76.1m
Passenger services income$43.5m $40.3m
Property/other $12.9m $12.2m
Operating costs ($36.5m)($33.2m)
EBITDAF $101.4m $95.4m
Investment spending $72.1m $85.6m
Net debt $459.8m $400.1m
Infratil cash income $40.5m $37.9m
Infratil’s holding value
1
$481.5m $471.9m
1. Infratil’s share of net assets excluding deferred tax at period end
Another area of regulation to which
Wellington is subject comes from the
Commerce Commission’s monitoring
and strictures on Airport charging of
airlines. As a counterpoint to the
New Zealand approach, the Australian
Productivity Commission recently
released its five-yearly review of the
performance of that country’s main
airport’s charges and services.
The holistic and less prescriptive
approach taken there is considerably
more efficient and effective than
what happens in New Zealand.
The Airport’s 134 room hotel
and expanded conference
capacity opened in January.
The objective with this
investment is to make
Wellington convenient as
a place for people to meet
and as a place to start/finish
an international trip.
Left to right; City Council appointed director Wayne Eagleson and local Member of Parliament
Paul Eagle, Infratil appointed director Tim Brown and CEO Steve Sanderson.
49
EBITDAF & Passengers
Year ended 31 March
Over the ten years EBITDAF rose
from $68 million to $101 million.
Passenger numbers lifted by 1,299,564.
An average annual increase of 99,675
domestic and 30,281 international
travellers.
Aeronautical & Services Income
Year ended 31 March
Wellington Airport’s 18% increase in
EBITDAF/Passenger over the period
(to $15.73) reflects better passenger
services, an increase in property income,
and good cost control.
Wellington has the lowest per passenger
costs and aeronautical charges of
New Zealand’s international airports.
The cost of travel
Year ended 31 March
Over the ten years, consumer prices
rose 17.0%. The cost of domestic
New Zealand air travel increased 13.5%.
The cost of international air travel for
New Zealanders fell 19.7%.
Over the decade, the international air
travel market has delivered 41% more
value for New Zealand users relative to
the less competitive domestic market.
AeronauticalRev/PaxCost/Pax
Auckland$16.48$5.68
Wellington$13.03$3.67
Christchurch$13.76$5.90
Queenstown$13.35$4.74
From Airport Disclosures
0
$20
$60
$40
$80
$100
0
1
2
3
4
5
6
7
2010 2011 2012 2013 2016 2017 2018 2019 2015 2014
Passengers
Millions
EBITDAF
$Millions
Domestic passengers
International passengers
EBITDAF
$0
$5
$10
$15
$20
2010 2011 2012 2013 20162017201820192015 2014
$ Income Per
Passenger
Aeronautical incomeServices income
Statistics New Zealand
International air travel cost index
Domestic air travel cost index CPI
0
20
40
60
80
100
120
140
Index
2010
2009
2011
2012
2013
2014
2017
2018
2019
2016
2015
50
Canberra
Data Centres
Infratil 48%
Commonwealth Superannuation Corporation 48%
Management 4%
The increase in electronic data now being stored
for constant accessibility has spawned specialist
computing and storage requirements.
CDC’s remarkable growth trajectory reflects a
confluence of factors; huge increases in data
creation and demand for storage and computing
on the one hand, and the secure and hard to
replicate facilities CDC offers on the other hand.
What is unusual about CDC is that it faces both
high growth and low risk on its core activities once
a centre is built and utilisation is contracted. In
FY2019 CDC has been able to contract utilisation
of data centre capacity prior to construction so
that once construction is complete tenants will
take up the capacity on a long-term basis.
Technical Project Manager Matt Arganese.
Core Growth
51
The last year was transformative
for CDC with several
developments telescoped.
From last year’s 39MW of capacity at
two campuses, CDC is now on track
to own over 200MW of capacity at
three locations. From last year’s run-rate
EBITDAF of A$69 million, a run-rate of
A$135 million is now anticipated by the
end of FY2020.
The data storage environment is
difficult to encapsulate as many
interconnected developments are
unfolding simultaneously.
• Data sovereignty is a developing
issue. The New Zealand Government
has interdicted the use of Chinese
equipment for critical pieces of
communication infrastructure. The
Australian Government has adopted
data storage and transmission
protocols to guarantee its data
security and privacy. Incidents such
as the hacking by Saudi agents of
the private emails of the owner of
the Washington Post newspaper
illustrate the personal impact and
the flaws in the system that are
now being addressed.
• Hyperscale isn’t just about scale
reducing costs, data owners need
extremely fast processing/
transmission and co-location of their
data with those who need to use it
to provide services either for data
owners or third parties.
• Cloud providers are creating global
standards and demanding data
storage with best-in-class features.
In the US the number and capacity
of single client and in-house data
centres are rapidly reducing (within
five years an 80% reduction of some
categories is expected). Increasingly,
individual enterprises are shifting from
managing their own data to using
services. In Australia a number of
cloud providers are clients of CDC.
• Data makes data. 5G will make data.
Devices make data. Self-drive cars
make data. AI makes data. The
upgrade of the cellular networks to
its 5th Generation will massively
increase capacity over 4G and result
in the growth of data-dependent
technologies and applications not
currently practicable.
Hume 1 &212MWCommissioned from 2008
Fyshwick 118MWCommissioned 2015
Hume 39MWCommissioned 2016
Fyshwick 221MW Commissioned 2018
Eastern Creek 17MWPurchased 2018
Eastern Creek 213MWUtilisation from mid 2019
Hume 423MW Partially contracted to be commissioned 2019
Eastern Creek 325MWPartially contracted. Construction starting 2020
To ta l128MW
Project Manager Josh Cook.
Engineering draftsman Will Thomson (left) and Engineering specialist Andrew Rodda (right).
52
52
One field where the evolution
of technology and the resulting
growth in data will be familiar
to many people is cell phones.
Over about 20 years the phones have
evolved from only offering analogue
voice (1st Generation) to now providing
complete broadband connectivity
(4th Generation).
Delivering additional functionality
has seen phones increase the rate at
which data is transmitted by roughly
25,000 times.
In addition, when phones were used
just for talking, average daily use was
less than 60 minutes and few people
owned a portable phone. Average use
of a smart phone today is approaching
5 hours and they are ubiquitous.
Resulting in average per capita daily
data transmission increasing roughly
2 million times since the 1st Generation.
The next stage of this evolution will start
with the construction of 5th Generation
cellular networks. This will increase the
rate at which data is transmitted by
>100x and volumes of data by far
more than that.
The impact will be far wider than
just what happens to smart phones.
Today at a music concert if even 20%
of the audience attempt to transmit a
picture the network slows dramatically
or even stops functioning. With 5G the
impediment will vanish.
A boon for concert goers, but
transformative for other applications.
A self-driving car can’t rely on a 4G
network but it will be able to rely on
a 5G one. And that is just one small
example of how, as with cell phones,
network capacity will drive technology
and applications which will result in
massive increases in data.
Technology
& Data
Nokia 1011,
1992
Sony Ericsson T68i,
2002
iPhone X
2018
DynaTAC 8000X,
1983
1G
Analog voice
2G
Digital voice
Tex t
3G
Mobile internet
4G
Mobile broadband
5G
Enhanced mobile
broadband
Ultra-low latency
Massive connectivity
>1Gbps 7,000Mbps50kbps
Speed
1bps
(bytes per second)
25,000Mbps
Speed & Data
?
53
Over FY2019 a number of
milestone events encapsulated
CDC’s transformative year:
The 21MW Fyshwick 2 data centre
opened in December 2018. The
construction cost was approximately
A$80 million with a similar sum to be
invested as the centre is occupied.
CDC manages its construction projects
in-house and by developing expertise
and close relationships with contractors
achieves constant improvement in its
facilities and low build costs.
Acquisition of the 14.5 hectare Sydney
site at Eastern Creek, including a 7MW
operational data centre and a partially
completed centre with 13MW of
capacity; which CDC was immediately
able to contract. The site has the scale
and infrastructural connections (energy
and fibre) to enable construction of four
further 25MW data centres.
Demand for capacity in CDC’s centres
has resulted in both a high level of
forward contracting by users and a
material extension of lease terms.
The average term of CDC’s new leases
with its customers, excluding options,
are now over 9 years.
CDC’s acquisition of the Sydney site
and its accelerated construction plans
were funded with a A$100 million equity
commitment (Infratil has provided
NZ$42.7 million to date) and a
A$300 million increase of debt
facilities (to A$915 million).
Year Ended 31 March 20192018
Available capacity80MW39MW
EBITDAFA$72.3mA$55.8m
Contribution to InfratilNZ$83.9mNZ$56.1m
CapexA$291.6mA$45.8m
Net debtA$517.8mA$330.5m
Infratil holding value
1
NZ$555.3mNZ$453.2m
1. This sum is 48% of CDC’s shareholders funds. The difference between this value and the
independent value of $841-942 million is explained on page 25 of this Report.
As is required under its management
contract, Infratil had its 48%
shareholding in CDC independently
valued as at 31 March 2019. This
identified a valuation range of
NZ$841-$942 million, based on:
• CDC’s 31 March 2019 EBITDAF run rate
of A$90 million rising to A$135 million
by the end of FY2020.
• Net debt as at 31 March 2019 of
A$518 million, rising as capex projects
are undertaken before being repaid
from increasing operating earnings.
• Projections of CDC’s income tax.
• A return to equity of 11.5-12.5%
per annum after tax.
• Estimates of the notional transaction
costs Infratil would incur if its
stake was sold, including taxes.
• The cash flows included in the
valuation were limited to CDC’s
existing data centres and those
under construction or where
construction is imminent.
Infratil’s 48% stake cost NZ$411.5 million
in November 2016 with a further
NZ$42.7 million invested two years
later. The rate of return on the
investment is over 35% per annum
which has consequently given rise to
a management performance payment
of NZ$65.3 million. This sum is calculated
as 20% of Infratil’s gains over 12%
per annum.
CDC’s increasing earnings are best
illustrated by its EBITDAF run-rate due
to the company’s rate of growth and
the long-term contracted nature of
new business. This is a measure of
earnings that is based on the EBITDAF
inherent in existing income producing
contracts; which approximates to twelve
times the last month’s actual EBITDAF.
As at 31 March 2017 it was A$50 million,
2018 A$69 million, 2019 A$90 million and
is projected to be A$135 million at
31 March 2020.
The FY2019 return to Infratil of
NZ$83.9 million is 48% of the Company’s
net surplus, which includes A$217 million
of gains from the increased value of
CDC’s investment properties.
The average term of CDC’s
leases with users is now over
9 years.
Director Kevin Baker and CEO Greg Boorer.
54
RetireAustralia
Infratil 50%
New Zealand Superannuation Fund 50%
Over the last 20 years the number of Australians
over 85 has risen 125% (the total population has
increased 34%). More than 500,000 Australians
are now over 85 years old. When the youngest
of these people was 50 years old, only 100,000
Australians was older than 85.
Not only is the number of elderly people
increasing, so too is the understanding of their
needs and the desire to deliver to those needs.
RetireAustralia is seeking to provide
accommodation, care, and for the other
requirements of elderly Australians and is investing
accordingly. Once these capabilities are in place
it is anticipated that RetireAustralia will provide its
shareholders with solid income and value growth
from its existing facilities and good opportunities
to invest in expansion.
Core Growth
Shari Harte and friends, Wellington Manor Retirement Village Brisbane.
55
RetireAustralia is transitioning
so that it can offer the residents
of its villages accommodation
which meets their diverse and
changing needs, and care so
that residents who need
assistance can receive this in
their own homes or nearby.
This is requiring the development and
construction of care apartments that
cater for people with higher needs or
less mobility as well as hospital facilities
and care capabilities.
Over the last two years almost
A$120 million has been invested in
these initiatives as well as additional
standard accommodation at existing
villages and at two new villages.
The strategic decision to transition
RetireAustralia’s facilities and services
while also building new villages caused
a significant short-term reduction in the
usual rate at which units became
available. Historically RetireAustralia has
commissioned about 100 units a year,
but last year there were only 15 new
units.
However, from FY2020 it is expected
that over 200 new units will enter
RetireAustralia’s portfolio each year
which will approximately double the
growth rate from what has been
delivered in the past. Construction is
currently underway on a total of 822
units at two new villages and several
existing ones.
This investment and development has
increased costs at a time when the
aged care industry in Australia has
been facing headwinds. Residential
property values have been under
pressure and media coverage has
highlighted poor treatment of residents
by some operators. Both factors have
discouraged people from taking the
step into retirement accommodation,
which has increased RetireAustralia’s
vacancy rate and increased sales costs.
Positively, all the parties contesting the
federal elections have policies that will
continue the reform of the aged care
sector. Along with initiatives to improve
standards and transparency are plans
to increase government funding for
in-home assistance; whether home is
in a retirement village or a family
residence.
In-home care is more efficient for
government than having people enter
hospital, and providing for the elderly
who live in a village is more efficient and
effective than helping people who are
more dispersed around the community.
Prospects for RetireAustralia excellent. It
employs caring staff and provides
charming accommodation suitable for a
diverse range of people and budgets
and is offering an increasing range of
in-home services as well as specialist
medical assistance and facilities.
From FY2020 it will have available
a significant number of new
accommodation units in villages in
Brisbane and the Central Coast and,
while the market face challenges,
government policy initiatives are
positive and there are the underlying
demographics of Australia’s increasing
elderly population.
RetireAustralia’s underlying profit of
A$17.1 million was down on last year’s
A$33.7 million. Development margins of
A$1.4 million were down A$6.9 million
because of the lower number of new
units delivered. Realised gains on resales
of A$9.9 million were up slightly, but the
contribution from the value of the
deferred occupancy receivable was
down A$12.2 million from the prior year
while management costs were up
A$4.7 million.
Year Ended 31 March 201920182017
Residents4,9434,968 5,267
Serviced apartments465465 486
Independent Living Units3,5073,509 3,442
Unit resales244238 319
Resale cash gains per unitA$133,666A$131,513A$113,000
New unit sales1551 105
New unit average priceA$721,600A$621,588A$571,467
Occupancy receivable /unit
1
A$89,319 A$104,306 A$94,550
Embedded resale gain/unit
1
A$39,381 A$43,112 A$39,300
Underlying profit A$17.1m A$33.7m A$59.1m
Capex A$59.4m A$66.4m A$71.1m
Net external debt A$198.2m A$153.3m A$219.8m
Infratil’s holding valueNZ$290.4mNZ$319.0mNZ$278.2m
1. The values are estimates of average per unit value at that point in time. What RetireAustralia would
have received in cash for deferred occupancy fees and capital gains if all residents left and the
occupancy rights were resold on that particular date. The resale values were estimated by
independent valuers based on market and actual transactions.
2. The decline in RetireAustralia’s shareholders funds; reflected in the fall in Infratil’s holding value; was
due to a decline in the value of RetireAustralia’s investment properties resulting from lower achieved
sale prices and a change in valuation methodology.
Chair Mark Tume and Chief Operating Officer Simon Fawssett.
56
Other
Investments
Infratil Infrastructure
Properties (IIP)
(Infratil 100%)
Development of its Auckland Wynyard
Quarter property was IIP’s FY2019
priority, although in addition, $5.2 million
was realised from the sale of land in
Orewa and there was progress with
releasing Wellington’s Kilbirnie bus
depot site for sale or development.
The Wynyard Quarter is Auckland’s most
dynamic area of commercial and mixed
use development and in 2021 will also
host the Americas Cup Regatta. Well
before then IIP will have commissioned
its 154 room Travelodge hotel, 385 car
parks and retail/hospitality facilities.
Construction on the $66 million project
is now at the third of seven floors and is
running to timetable and budget for a
June 2020 completion. Further stages
remain under review subject to tenant
commitments.
In Kilbirnie, IIP has arranged an
alternative site for NZ Bus’ depot which
is now awaiting regulatory approvals.
Once these are granted construction of
the new depot will follow, clearing the
way for a sale or development of the
existing 2.4 hectare depot site. Kilbirnie
is one of the best large residential sites
available in Wellington with excellent
access to public transport,
infrastructure, shops, schools, parks and
beach. IIP achieved a zoning plan
change previously to allow medium
density apartments.
Australian Social
Infrastructure Partners
Last year the debt funding of the
Queensland schools was extended to
match the remaining 21 years of the life
of the concession. This is now a low-risk
bond-like investment.
Normalisation of the investment into
the Royal Adelaide Hospital is still
dependent on settlement of disputes
between the State government,
sub-contractors and capital providers.
The parties are working on a resolution
and normalisation of the investment is
expected for later in 2019.
It is likely that Infratil will seek to exit
these investments.
Clearvision Ventures Fund
Over the year Infratil increased its
investment in the fund by US$9.8 million
to US$19.5 million. The book value of the
investment as at 31 March 2019 was
NZ$26.8 million.
Infratil’s objective with undertaking
this investment is to gain hands on
experience with early stage businesses
in fields relevant to Infratil’s core
activities, early warnings about
technology and other potentially
disruptive developments, and to
generate a positive return.
An example of Clearvision’s investments
which fits this description is ChargePoint,
the owner of the world’s largest network
of vehicle recharging stations with
clients that include Apple, General
Motors, and the cities of San Francisco
and New York. In addition to its vehicle
recharging facilities, ChargePoint also
manages the data collection, electricity
purchases and sales, and provides
ancillary services.
Businesses Held For Sale
Over the last year Infratil progressed
the sale of a number of its businesses.
For the main part sale decisions
reflected a desire to recycle capital
into areas where better outcomes are
expected for Infratil’s shareholders, but
they also recognise that owning many
businesses can create an impression
of complexity which isn’t helpful for
transparency and value recognition.
NZ Bus
(Infratil 100%)
Infratil has agreed the sale of NZ Bus
with Next Capital, subject to regulatory
approvals and the approval of NZ Bus’
key contract counterparties. This
remains on track to close on about
30 June 2019.
On completion of the transaction
Infratil expects to receive proceeds
of approximately $160–$170 million,
after adjustments for working capital,
capital expenditure, and an earnout
mechanism.
At year end Infratil has impaired
the carrying value of the asset by
$27.9 million to reflect downside
uncertainty.
As with any divestment, there are
feelings of both disappointment and
pride. In its fourteen years of ownership
Infratil oversaw a major upgrade of the
NZ Bus fleet and systems. All the people
concerned worked very hard to deliver
the best possible public transport
service within the financial constraints
imposed by the regulatory model.
57
Snapper
(Infratil 100%)
Infratil has agreed the sale of its interest
in Snapper for nominal consideration
subject to regulatory and key
counterpart agreement. Settlement
is expected to be in June 2019.
Snapper was established in 2006 to
provide electronic public transport
ticketing services and a small-value
payments tool. Despite working well
on NZ Bus services and winning
international accolades Snapper
struggled for viability because of its
scale. When it was established it was
estimated that there were about
100 million public transport boardings
each year in New Zealand and it was
recognised that Snapper would have
to be used to pay for a large part of
them if it was to become viable.
Unfortunately when Auckland transport
authorities chose to use tax and rate
payer funding to build a competitor
it shrank the accessible market to
a sub-economic scale.
The new owner of Snapper also
operates in the ticketing field and will
be able to benefit from Snapper’s
technology while Snapper will benefit
from its owner’s scale.
Year Ended
31 March 20192018201720162015
EBITDAF$35.9m($5.8m)($14.1m)($6.4m)$14.1m
Net pre tax profit$27.6m($14.4m)($24.7m)($7.7m)$3.8m
Australian National University
Student Accommodation
Infratil has agreed the sale of its
economic interest in the ANU student
facilities with AMP Capital, subject
to the approval of key contract
counterparties, with settlement
expected to close in May 2019.
Net proceeds are expected to be
A$162 million.
This investment dates from August 2016
when Infratil acquired a 50% interest in
3,250 student units from ANU. Further
construction lifted this to 4,184 units by
31 March 2019, with a further 450 units
now under construction. The initial
investment was $84.8 million with
a further $9.1 million provided as
construction funding.
The sale crystallises the value
management has created through
the relationship built up with the
University and from their involvement
with the expansion initiatives. It also
captures the value of the low risk/return
requirements of the incoming investor.
However, the sale also reflects
recognition that Infratil’s goal of
owning a much larger portfolio of
student facilities is now unlikely.
Perth Energy Holdings (PEH)
(Infratil 80%)
Infratil is in negotiation with prospective
buyers of its interest in PEH with
settlement anticipated in FY2020.
The turnaround in PEH profitability is
almost complete with the business
posting an EBITDAF of $35.9 million
for FY2019 driven by the successful
execution of a Large Scale Renewable
Certificate transaction and material
growth in retail margins and volumes.
The book value of Infratil’s interest in PEH
as at 31 March 2019 was $89.3 million
with a further exposure through the
credit support of $36.8 million of PEH
borrowing.
The trajectory of PEH’s earnings over
the last five years has been quite
remarkable. A combination of negative
market developments and out-of-the-
money contracts saw earnings collapse
over 2015-2016 with a subsequent turn
around delivered by successful
management interventions.
PEH is now well positioned, but the
investment is no longer a fit with Infratil’s
strategic investment parameters.
PEH Earnings Evolution
58
59
Financial
Statements
For the year ended
31 March 2019
Consolidated Statement
of Comprehensive Income 60
Consolidated Statement
of Financial Position 61
Consolidated Statement
of Cash Flows 62
Consolidated Statement
of Changes in Equity 63
Notes to the Financial
Statements 65
Corporate Governance 113
60
Consolidated Statement
of Comprehensive Income
Notes
2019
$Millions
2018
$Millions*
Operating revenue10 1,333.2 1,200.8
Dividends2.6 1.2
Total revenue1,335.8 1,202.0
Share of earnings of associate companies6 106.4 31.9
Total income1,442.2 1,233.9
Depreciation13 145.1 135.6
Amortisation of intangibles14 15.3 15.9
Employee benefits90.8 87.7
Other operating expenses11 907.0 687.0
Total operating expenditure1,158.2 926.2
Operating surplus before financing, derivatives, realisations and impairments284.0307.7
Net gain/(loss) on foreign exchange and derivatives0.334.9
Net realisations, revaluations and (impairments)0.6 13.8
Interest income6.8 11.1
Interest expense155.3 161.6
Net financing expense148.5 150.5
Net surplus before taxation136.4 205.9
Taxation expense12 72.0 52.7
Net surplus for the year from continuing operations64.4 153.2
Net surplus/(loss) from discontinued operations after tax9 (12.0)7.3
Net surplus for the year52.4 160.5
Net surplus/(loss) attributable to owners of the Company(19.5)71.4
Net surplus attributable to non-controlling interest71.9 89.1
Other comprehensive income, after tax
Items that will not be reclassified to profit and loss:
Net change in fair value of property, plant & equipment recognised in equity (283.6)36.8
Share of associates other comprehensive income(11.6)(3.6)
Fair value movements in relation to the executive share scheme(0.1)(0.2)
Income tax effect of the above items69.821.9
Items that may subsequently be reclassified to profit and loss:
Differences arising on translation of foreign operations(18.9)(40.6)
Realisations on disposal of subsidiary, reclassified to profit and loss - -
Net change in fair value of equity investments at FVOCI2.6 3.6
Ineffective portion of hedges taken to profit and loss - -
Effective portion of changes in fair value of cash flow hedges5.9 3.2
Income tax effect of the above items(3.6)(2.8)
Total other comprehensive income/(loss) after tax(239.5)18.3
Total comprehensive income/(loss) for the year(187.1)178.8
Total comprehensive income for the year attributable to owners of the Company(164.3)67.7
Total comprehensive income for the year attributable to non-controlling interests(22.8)108.7
Earnings per share
Basic and diluted (cents per share) 4 (3.5)12.7
* Certain amounts have been restated to reflect adjustments relating to notes 9 and 23
The accompanying notes form part of these financial statements.
For the year ended 31 March 2019
61
Consolidated Statement
of Financial Position
Notes
2019
$Millions
2018
$Millions*
Cash and cash equivalents20.1 414.3 380.5
Trade and other accounts receivable and prepayments20.1 248.9 228.3
Derivative financial instruments20.4 17.8 2.9
Inventories - 4.2
Income tax receivable1.2 2.1
Assets held for sale9 521.8 -
Current assets1,204.0 618.0
Trade and other accounts receivable and prepayments - 2.5
Property, plant and equipment13 4,201.5 4,722.9
Investment properties86.5 81.9
Derivative financial instruments20.4 156.7 107.2
Intangible assets14 33.5 43.4
Goodwill 15 113.2 117.4
Investments in associates6 856.5 878.7
Other investments7 81.2 61.9
Non-current assets5,529.1 6,015.9
Total assets6,733.1 6,633.9
Accounts payable, accruals and other liabilities274.5 231.3
Interest bearing loans and borrowings
16 295.3 73.1
Derivative financial instruments20.4 32.2 27.6
Income tax payable9.3 23.6
Infrastructure bonds17 148.9 111.2
Trustpower bonds18 114.0 -
Wellington International Airport bonds19 25.0 -
Liabilities directly associated with the assets held for sale9 146.2 -
Total current liabilities1,045.4 466.8
Interest bearing loans and borrowings16 696.8 855.6
Other liabilities25.9 5.3
Deferred tax liability12.3 442.5 505.1
Derivative financial instruments20.4 85.339.0
Infrastructure bonds17 747.2 652.0
Perpetual Infratil Infrastructure bonds17 231.5 231.2
Trustpower bonds18 307.8 322.3
Wellington International Airport bonds and senior notes19 405.1 421.6
Non-current liabilities2,942.1 3,032.1
Attributable to owners of the Company1,647.1 1,935.6
Non-controlling interest in subsidiaries1,098.5 1,199.4
Total equity2,745.6 3,135.0
Total equity and liabilities6,733.1 6,633.9
Net tangible assets per share ($ per share)2.68 3.17
Approved on behalf of the Board on 16 May 2019
Alison Gerry Mark Tume
Director Director
* Certain amounts have been restated to reflect adjustments relating to notes 9 and 23
The accompanying notes form part of these financial statements.
For the year ended 31 March 2019
62
Notes
2019
$Millions
2018
$Millions
Cash flows from operating activities
Cash was provided from:
Receipts from customers1,825.6 1,764.4
Distributions received from associates52.2 38.6
Other dividends1.8 1.1
Interest received7.1 11.6
1,886.7 1,815.7
Cash was disbursed to:
Payments to suppliers and employees(1,388.7)(1,283.3)
Interest paid(149.3)(158.7)
Taxation paid(71.8)(77.9)
(1,609.8)(1,519.9)
Net cash inflow from operating activities24 276.9 295.8
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of associates - 176.7
Proceeds from sale of subsidiaries (net of cash sold) - 10.4
Proceeds from sale of property, plant and equipment12.9 7.5
Proceeds from investment properties - -
Proceeds from sale of investments5.9 237.9
Return of security deposits-13.2
18.8445.7
Cash was disbursed to:
Purchase of investments(69.9)(76.7)
Lodgement of security deposits(2.7)(3.5)
Purchase of intangible assets(8.3)(10.0)
Interest capitalised on construction of fixed assets - -
Purchase of shares in subsidiaries(109.3) -
Purchase of property, plant and equipment(258.2)(233.6)
(448.4)(323.8)
Net cash inflow/(outflow) from investing activities(429.6)121.9
Cash flows from financing activities
Cash was provided from:
Sale of shares in non-wholly owned subsidiary6.3 -
Proceeds from issue of shares to non-controlling interests92.6 -
Bank borrowings346.7 240.7
Issue of bonds346.2 243.2
791.8483.9
Cash was disbursed to:
Repayment of bank debt(229.8)(318.7)
Loan establishment costs(10.8)(2.2)
Repayment of bonds/Perpetual Infratil Infrastructure bonds buyback(111.4)(289.4)
Infrastructure bond issue expenses(6.9)(3.0)
Share buyback - (0.8)
Share buyback of non-wholly owned subsidiary-(19.4)
Dividends paid to non-controlling shareholders in subsidiary companies(117.7)(73.6)
Dividends paid to owners of the Company3 (95.1)(89.6)
(571.7)(796.7)
Net cash inflow/(outflow) from financing activities220.1 (312.8)
Net increase/(decrease) in cash and cash equivalents67.4104.9
Foreign exchange gains/(losses) on cash and cash equivalents(4.0)6.8
Cash and cash equivalents at beginning of the year380.5 268.8
Adjustment for cash classified as assets held for sale9 (29.6) -
Cash and cash equivalents at end of the year414.3 380.5
Consolidated Statement
of Cash Flows
The accompanying notes form part of these financial statements.
For the year ended 31 March 2019
63
Consolidated Statement
of Changes in Equity
The accompanying notes form part of these financial statements.
Capital
$Millions
Revaluation
reserve
$Millions
Foreign
currency
translation
reserve
$Millions
Other
reserves
$Millions
Retained
earnings
$Millions
To ta l
$Millions
Non-
controlling
$Millions
Total
equity
$Millions
Balance as at 1 April 2018361.8 798.2 (42.4)(0.5)818.5 1,935.6 1,199.4 3,135.0
Adjustment on initial application of
IFRS 15 (net of tax) - - - - 10.6 10.6 10.2 20.8
Adjusted balance as at 1 April 2018361.8 798.2 (42.4)(0.5)829.1 1,946.2 1,209.6 3,155.8
Total comprehensive income for the year
Net surplus for the year - - - - (19.5)(19.5)71.9 52.4
Disposal of revalued assets - 0.2 - - (0.2) - - -
Other comprehensive income, after tax
Differences arising on translation
of foreign operations - - (21.9) - - (21.9)0.2 (21.7)
Realisations on disposal of subsidiary,
reclassified to profit and loss - - - - - - - -
Net change in fair value of equity
investments at FVOCI - - - 2.6 - 2.6 - 2.6
Ineffective portion of hedges taken
to profit and loss - - - - - - - -
Effective portion of changes in fair
value of cash flow hedges - - - (1.1) - (1.1)6.2 5.1
Fair value movements in relation to
the executive share scheme - - - 0.6 - 0.6 - 0.6
Fair value change of property, plant
& equipment recognised in equity - (113.4) - - - (113.4)(101.1)(214.5)
Share of associates other
comprehensive income - - - - (11.6)(11.6) - (11.6)
Total other comprehensive income - (113.4)(21.9)2.1 (11.6)(144.8)(94.7)(239.5)
Total comprehensive income for the year - (113.2)(21.9)2.1 (31.3)(164.3)(22.8)(187.1)
Contributions by and distributions to
non-controlling interest
Non-controlling interest arising on
acquisition of subsidiary - - - - - - - -
Issue of shares to non-controlling
interests - - - - - - 92.6 92.6
Issue/(acquisition) of shares held by
outside equity interest - - - (39.7) - (39.7)(63.2)(102.9)
Total contributions by and distributions
to non-controlling interest - - - (39.7) - (39.7)29.4 (10.3)
Contributions by and distributions
to owners
Share buyback - - - - - - - -
Dividends to equity holders - - - - (95.1)(95.1)(117.7)(212.8)
Total contributions by and distributions
to owners - - - - (95.1)(95.1)(117.7)(212.8)
Balance at 31 March 2019361.8 685.0 (64.3)(38.1)702.7 1,647.1 1,098.5 2,745.6
For the year ended 31 March 2019
64
Consolidated Statement
of Changes in Equity
Note
Capital
$Millions
Revaluation
reserve
$Millions
Foreign
currency
translation
reserve
$Millions
Other
reserves
$Millions
Retained
earnings
$Millions
To ta l
$Millions
Non-
controlling
$Millions
Total
equity
$Millions
Balance as at 1 April 2017364.2 810.1 (0.2)(4.9)789.1 1,958.3 1,182.6 3,140.9
Power purchase arrangements
restatement23 - (23.0) - - 23.0 - - -
Adjusted balance as at 1 April 2017364.2 787.1 (0.2)(4.9)812.1 1,958.3 1,182.6 3,140.9
Total comprehensive income
for the year
Net surplus for the year - - - - 71.4 71.4 89.1 160.5
Other comprehensive income,
after tax
Differences arising on translation of
foreign operations - (0.8)(42.2) - - (43.0)0.4 (42.6)
Realisations on disposal of subsidiary,
reclassified to profit and loss - - - - - - - -
Net change in fair value of equity
investments at FVOCI - - - 3.6 - 3.6 - 3.6
Ineffective portion of hedges taken
to profit and loss - - - - - - - -
Effective portion of changes in fair
value of cash flow hedges - - - 1.0 - 1.0 1.1 2.1
Fair value movements in relation to
the executive share scheme - - - (0.2) - (0.2) - (0.2)
Fair value change of property, plant
& equipment recognised in equity - 11.9 - - 27.8 39.7 19.2 58.9
Share of associates other
comprehensive income - - - - (3.6)(3.6) - (3.6)
Total other comprehensive income - 11.1 (42.2)4.4 24.2 (2.5)20.7 18.2
Total comprehensive income
for the year - 11.1 (42.2)4.4 95.6 68.9 109.8 178.7
Contributions by and distributions
to non-controlling interest
Non-controlling interest arising
on acquisition of subsidiary - - - - - - - -
Issue of shares to non-controlling
interests - - - - - - - -
Issue/(acquisition) of shares held
by outside equity interest - - - - 0.4 0.4 (19.4)(19.0)
Total contributions by and
distributions to non-controlling
interest - - - - 0.4 0.4 (19.4)(19.0)
Contributions by and distributions
to owners
Share buyback(2.4) - - - - (2.4) - (2.4)
Dividends to equity holders - - - - (89.6)(89.6)(73.6)(163.2)
Total contributions by and
distributions to owners(2.4) - - - (89.6)(92.0)(73.6)(165.6)
Balance at 31 March 2018361.8 798.2 (42.4)(0.5)818.5 1,935.6 1,199.4 3,135.0
The accompanying notes form part of these financial statements.
For the year ended 31 March 2019
65
Notes to the Financial
Statements
1 Accounting policies
A Reporting entity
Infratil Limited ('the Company') is a company domiciled in
New Zealand and registered under the Companies Act 1993. The
Company is listed on the NZX Main Board ('NZX') and Australian
Securities Exchange ('ASX'), and is an FMC Reporting Entity
in terms of Part 7 of the Financial Markets Conduct Act 2013.
B Basis of preparation
The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice (‘NZ
GAAP’) and comply with New Zealand equivalents to International
Financial Reporting Standards ('NZ IFRS') and other applicable
financial reporting standards as appropriate for profit-oriented
entities. The consolidated financial statements comprise the
Company, its subsidiaries and associates ('the Group'). The
presentation currency used in the preparation of these financial
statements is New Zealand dollars, which is also the Group's
functional currency, and is presented in $Millions unless otherwise
stated. The principal accounting policies adopted in the
preparation of these financial statements are set out below.
These policies have been consistently applied to all the periods
presented, unless otherwise stated. Comparative figures have
been restated where appropriate to ensure consistency with the
current period.
The financial statements comprise statements of the following:
comprehensive income; financial position; changes in equity;
cash flows; significant accounting policies; and the notes to those
statements. The financial statements are prepared on the basis
of historical cost, except certain property, plant and equipment
which is valued in accordance with accounting policy (D),
investment property valued in accordance with accounting
policy (E), investments valued in accordance with accounting
policy (G), and financial derivatives valued in accordance with
accounting policy (K).
Accounting estimates and judgements
The preparation of financial statements in conformity with NZ IFRS
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Future outcomes could
differ from those estimates. The principal areas of judgement in
preparing these financial statements are set out below.
Valuation of property, plant and equipment and investment
properties
The basis of valuation for the Group's property, plant and
equipment and investment properties is fair value by independent
valuers, or cost. The basis of the valuations include assessment
of the net present value of the future earnings of the assets,
the depreciated replacement cost, and other market based
information, in accordance with asset valuation standards. The
major inputs and assumptions that are used in the valuations
that require judgement include projections of future revenues,
sales volumes, operational and capital expenditure profiles,
capacity, life assumptions, terminal values for each asset, the
application of discount rates and replacement values. The key
inputs and assumptions are reassessed at each balance date
between valuations to ensure there has been no significant
change that may impact the valuation.
With respect to assets held at cost, judgements must be
made about whether costs incurred relate to bringing an asset
to its working condition for its intended use, and therefore are
appropriate for capitalisation as part of the cost of the asset. The
determination of the appropriate life for a particular asset requires
judgements about, among other factors, the expected future
economic benefits of the asset and the likelihood of obsolescence.
Assessing whether an asset is impaired involves estimating the
future cash flows that the asset is expected to generate. This will, in
turn, involve a number of assumptions, including rates of expected
revenue growth or decline, expected future margins, terminal values
and the selection of an appropriate discount rate for valuing future
cash flows.
Valuation of investments including Associates
Infratil completes an assessment of the carrying value of
investments at least annually and considers objective evidence
for impairment on each investment, taking into account observable
data on the investment, the status or context of markets, its own
view of fair value, and its long-term investment intentions. Infratil
notes the following matters which are specifically considered in
terms of objective evidence of impairment of its investments,
and whether there is a significant or prolonged decline from cost,
which should be recorded as an impairment, and taken to profit
and loss: any known loss events that have occurred since the
initial recognition date of the investments, including its investment
performance, its long-term investment horizon, specific initiatives
which reflect the strategic or influential nature of its existing
investment position and internal valuations; and the state of
markets. The assessment also requires judgements about the
expected future performance and cash flows of the investment.
Accounting for income taxes
Preparation of the financial statements requires estimates of the
amount of tax that will ultimately be payable, the availability
and recognition of losses to be carried forward and the amount
of foreign tax credits that will be received.
Non-current assets and disposal groups held for sale
Classification of non-current assets and disposal groups held for
sale requires an assessment as to whether the carrying amount of
an asset will be recovered principally through a sale transaction
rather than through continuing use, and amongst other assessments
whether a sale is considered highly probable. This classification also
requires an assessment of the anticipated fair value less costs to sell.
Goodwill
The carrying value of goodwill is subject to an annual impairment
test to ensure the carrying value does not exceed the recoverable
amount at balance date. For the purpose of impairment
testing, goodwill is allocated to the individual cash-generating
units to which it relates. Any impairment losses are recognised in
the statement of comprehensive income. In determining the
recoverable amount of goodwill, fair value is assessed, including
the use of valuation models to calculate the present value of
expected future cash flows of the cash-generating units, and
where available with reference to Listed prices. The major inputs
and assumptions requiring judgement that are used in the
models, include forecasts of sales volumes and revenues, future
prices and costs, terminal values and discount rates.
For the year ended 31 March 2019
66
Derivatives
Certain derivatives are classified as financial assets or financial
liabilities at fair value through profit or loss. The key assumptions
and risk factors for these derivatives relate to energy price hedges
and their valuation. Energy price hedges are valued with reference
to financial models of future energy prices or market values for the
relevant derivative. Accounting judgements have been made in
determining hedge designation for the different types of derivatives
employed by the Group to hedge risk exposures. Other derivatives
including interest rate instruments and foreign exchange contracts
are valued based on market information and prices.
Revenue
Judgement is required to be exercised when determining
estimated sales for unbilled revenues at balance date.
Specifically, this involves estimates of consumption or sales to
customers, turnover for turnover based rents and customer/
passenger volumes.
Provision for doubtful debts
Provisions are maintained for estimated losses incurred from
customers being unable to make required payments. These
provisions take into account known commercial factors impacting
specific customer accounts, as well as the overall profile of the
debtor portfolio. In assessing the provision, factors such as past
collection history, the age of receivable balances, the level of
activity in customer accounts, as well as general macro-economic
trends, are also taken into account.
C Basis of preparing consolidated financial statements
Principles of consolidation
The consolidated financial statements are prepared by combining
the financial statements of all the entities that comprise the
consolidated entity. A list of significant subsidiaries and associates
is shown in Note 8. Consistent accounting policies are employed
in the preparation and presentation of the Group financial
statements.
D Property, plant and equipment
Property, plant and equipment ('PPE') is recorded at cost less
accumulated depreciation and accumulated impairment losses
(or fair value on acquisition), or at valuation, with valuations
undertaken on a systematic basis. No individual asset is included at
a valuation undertaken more than five years previously. PPE that is
revalued, is revalued to its fair value determined by an independent
valuer or by the Directors with reference to independent experts, in
accordance with NZ IAS 16 Property, Plant and Equipment. Where
the assets are of a specialised nature and do not have observable
market values in their existing use, depreciated replacement cost is
used as the basis of the valuation. Depreciated replacement cost
measures net current value as the most efficient, lowest cost which
would replace existing assets and offer the same amount of utility
in their present use. For non-specialised assets where there is no
observable market an income based approach is used.
Land, buildings, leasehold improvements and civil works are
measured at fair value or cost.
Renewable and non-renewable generation assets are shown at
fair value, based on periodic valuations by independent external
valuers or by Directors with reference to independent experts, less
subsequent depreciation.
Depreciation is provided on a straight line basis and the major
depreciation periods (in years) are:
Buildings and civil works 5-80
Vehicles, plant and equipment3-20
Renewable generation 12-200
Non-renewable generation
assets
30-40
Metering equipment6-20
Landnot depreciated
Capital work in progressnot depreciated until asset in use
E Investment property
Investment property is property held to earn rental income.
Investment property is measured at fair value with any change
therein recognised in profit or loss. Property that is being
constructed for future use as investment property is measured at
fair value and classified as investment property.
F Receivables
Receivables, classified as loans and receivables, are initially
recognised at fair value and subsequently measured at amortised
cost, less any provision for impairment. A provision for impairment
is established when there is objective evidence that the Group will
not be able to collect the amount due.
G Investments
Equity investments designated at Fair Value Through Other
Comprehensive Income, are stated at fair value, with any resulting
gain or loss recognised in other comprehensive income, except
for dividends. Unlike NZ IAS 39, the accumulated fair value reserve
related to these investments will never be reclassified to profit or
loss. The fair value of shares are quoted bid price where there is
a quoted market bid price, or cost if fair value cannot be reliably
measured. Equity instruments are deemed to be impaired when
there is a significant or prolonged decline in fair value below the
original purchase price or there is other objective evidence that
the investment is impaired. Investments classified as Financial
Assets at Fair Value Through Profit or Loss, are stated at fair
value, with any resulting gain or loss recognised in profit or loss.
H Other intangible assets
Intangible customer base assets
Costs incurred in acquiring customers are recorded based on
the directly attributable costs of obtaining the customer contract
and are amortised on a straight line basis over the period of the
expected benefit. This period has been assessed as between 12
years and 20 years depending on the nature of the customer
and term of the contract. The carrying value is reviewed for any
indication of impairment on an annual basis and adjusted where
it is considered necessary.
67
Computer software
Acquired computer software licenses are capitalised on the basis
of the costs incurred to acquire and bring to use the specific
software. These costs are amortised over three years on a straight
line basis except for major pieces of billing system software which are
amortised over no more than seven years on a straight line basis.
I Non-current assets and disposal groups held for sale
Non-current assets and disposal groups classified as held for sale
are measured at the lower of carrying amount or fair value less
costs to sell. Non-current assets and disposal groups are classified
as held for sale if their carrying amount will be recovered through
a sale transaction rather than through continuing use. This
condition is regarded as met only when the sale is highly probable
and the asset (or disposal group) is available for immediate
sale in its present condition and the sale of the asset (or disposal
group) is expected to be completed within one year from the date
of classification.
J Taxation
Income tax comprises both current and deferred tax. Current tax
is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the balance
date, and any adjustment to tax payable in respect of previous
years. Deferred tax is recognised in respect of the differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the carrying amounts used for taxation
purposes.
The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively
enacted at the balance sheet date. A deferred tax asset is
recognised only to the extent that it is probable that future
taxable profits will be available against which the asset can
be utilised, or there are deferred tax liabilities to offset it.
K Derivative financial instruments
When appropriate, the Group enters into agreements to manage
its interest rate, foreign exchange, operating and investment risks.
In accordance with the Group’s risk management policies, the
Group does not hold or issue derivative financial instruments for
speculative purposes. However, certain derivatives do not qualify
for hedge accounting and are required to be accounted for at fair
value through profit or loss. Derivative financial instruments are
recognised initially at fair value at the date they are entered into.
Subsequent to initial recognition, derivative financial instruments
are stated at fair value at each balance sheet date. The resulting
gain or loss is recognised in the profit or loss immediately unless the
derivative is designated effective as a hedging instrument, in which
event, recognition of any resultant gain or loss depends on the
nature of the hedging relationship. The Group identifies certain
derivatives as hedges of highly probable forecast transactions to
the extent the hedge meets the hedge designation tests.
Hedge accounting
The Group designates certain hedging instruments as either
cash flow hedges or hedges of net investments in equity. At the
inception of the hedge relationship the Group documents the
relationship between the hedging instrument and hedged item,
along with its risk management objectives and its strategy for
undertaking various hedge transactions. Furthermore, at the
inception of the hedge and on an on-going basis, the Group
documents whether the hedging instrument that is used in the
hedging relationship is highly effective in offsetting changes in
fair values or cash flows of the hedged item.
The effective portion of changes in the fair value of derivatives
that are designated and qualify as cash flow hedges are
recognised in other comprehensive income and presented in
equity. The gain or loss relating to the ineffective portion is
recognised in profit or loss. Amounts presented in equity are
recognised in profit or loss in the periods when the hedged
item is recognised in profit or loss.
Hedge accounting is discontinued when the Group revokes
the hedging relationship, the hedging instrument expires or is
sold, terminated, or exercised, or no longer qualifies for hedge
accounting. Any cumulative gain or loss recognised in equity
at that time remains in equity and is recognised when the
forecast transaction is ultimately recognised in profit or loss.
When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was recognised in equity is
recognised in profit or loss.
Foreign currency differences arising on the retranslation of a
financial liability designated as a hedge of a net investment
in a foreign operation are recognised directly in equity, in the
foreign currency translation reserve, to the extent that the hedge
is effective. To the extent that the hedge is ineffective, such
differences are recognised in profit or loss. When the hedged
net investment is disposed of, the cumulative amount in equity
is transferred to profit or loss as an adjustment to the profit or
loss on disposal.
L Foreign currency transactions
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at exchange rates
at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are
translated to the functional currency at the exchange rate at that
date. The foreign currency gain or loss on monetary items is the
difference between amortised cost in the functional currency at
the beginning of the period, adjusted for interest and payments
during the period, and the amortised cost in foreign currency
translated at the exchange rate at the end of the period. Non-
monetary assets and liabilities denominated in foreign currencies
that are measured at fair value are translated to the functional
currency at the exchange rate at the date that the fair value was
determined. Foreign currency differences arising on translation
are recognised in profit or loss, except for differences arising on
the translation of the net investment in a foreign operation.
Foreign operations
The assets and liabilities of foreign operations including goodwill
and fair value adjustments arising on acquisition, are translated
to New Zealand dollars at exchange rates at the reporting date.
The income and expenses of foreign operations are translated to
New Zealand dollars at the average rate for the reporting period.
68
M Impairment of assets
At each reporting date, the Group reviews the carrying amounts of
its assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). Where the
asset does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Goodwill,
intangible assets with indefinite useful lives and intangible assets
not yet available for use are tested for impairment annually and
whenever there is an indication that the asset may be impaired.
N Revenue recognition
Revenue is measured based on the consideration specified in a
contract with a customer. The Group recognises revenue when it
transfers control over a good or service to a customer.
Interest revenues are recognised as accrued, taking into account
the effective yield of the financial asset. Revenue from services is
recognised in the profit or loss over the period of service. Dividend
income is recognised when the right to receive the payment is
established.
O Borrowings
Borrowings are recorded initially at fair value, net of transaction
costs. Subsequent to initial recognition, borrowings are measured
at amortised cost with any difference between the initial
recognised amount and the redemption value being recognised
in profit or loss over the period of the borrowing using the effective
interest rate. Bond and bank debt issue expenses, fees and other
costs incurred in arranging finance are capitalised and amortised
over the term of the relevant debt instrument or debt facility.
P Discontinued operations
Classification as a discontinued operation occurs on disposal,
or when the operation meets the criteria to be classified as a non-
current asset or disposal group held for sale (see note (I)), if earlier.
When an operation is classified as a discontinued operation, the
comparative statement of comprehensive income is re-presented
as if the operation had been discontinued from the start of the
comparative year.
Q Segment reporting
An operating segment is a component of the Group that
engages in business activities from which it may earn revenues
and incur expenses, including revenues and expenses that relate
to transactions with any of the Group’s other components. All
operating segments’ operating results are reviewed regularly by
the Group’s Board of Directors to make decisions about resources
to be allocated to the segment and assess its performance, and
for which discrete financial information is available.
The Group is organised into seven main business segments,
Trustpower, Tilt Renewables, Wellington International Airport,
NZ Bus, Perth Energy, Associate Companies and Other. Other
comprises investment activity not included in the specific
categories.
R Changes in accounting policies
The Group has adopted NZ IFRS 9 Financial Instruments and NZ
IFRS 15 Revenue from Contracts with Customers from 1 April 2018.
NZ IFRS 9 Financial Instruments
NZ IFRS 9 includes revised guidance on the classification and
measurement of financial instruments, a new expected credit loss
model for calculating impairment on financial assets, and new
general hedge accounting requirements. It also carries forward
the guidance on recognition and derecognition of financial
instruments from NZ IAS 39 Financial Instruments: Recognition
and Measurement, which NZ IFRS 9 replaces. The adoption of
this accounting standard has not had a material impact on the
financial statements.
NZ IFRS 15 Revenue from Contracts with Customers
NZ IFRS 15 establishes a comprehensive framework for
determining whether, how much and when revenue is recognised.
It replaces existing revenue recognition guidance, including NZ IAS
18 Revenue, NZ IAS 11 Construction Contracts and IFRIC 13
Customer Loyalty Programmes.
The Group has adopted IFRS 15 using the cumulative effect
method (without practical expedients), with the effect of initially
applying this standard recognised at the date of initial application
(1 April 2018). Accordingly, the information presented for the
comparative period has not been restated – i.e. it is presented, as
previously reported, under NZ IAS 18, NZ IAS 11 and related
interpretations.
The main effect of adopting this standard is a change to
Trustpower’s accounting policy relating to the treatment of
incremental costs directly incurred acquiring new customers and
retaining existing customers. Trustpower’s previous policy was
to expense these costs immediately in the period in which they
occurred. The new policy will see costs that directly benefit the
customer amortised over the period of the fixed term contract
(which averages approximately two years). All other costs are
amortised on a straight line basis over the expected average
customer tenure of four years.
The following table summarises the impact of adopting NZ IFRS 15
on the Group’s statement of financial position as at 1 April 2018.
There was no material impact on the statement of comprehensive
income and the statement of cash flows for the year ended
31 March 2019.
Consolidated statement of financial position effect
As reported at
31 March 2018
$Millions
Adjustment
$Millions
Amounts with
adoption of
NZ IFRS 15
$Millions
Retained Earnings818.510.6 829.1
Non-controlling interest1,199.410.2 1,209.6
Trade and other
accounts receivable
and prepayments228.3 28.9 257.2
Deferred tax liability505.18.1 513.2
S Adoption status of relevant new financial reporting
standards and interpretations
The following new standards, amendments to standards and
interpretations are issued but not yet effective and have not been
applied in preparation of these consolidated financial statements.
69
NZ IFRS 16 Leases
NZ IFRS 16 Leases, removes the classification of leases as either
operating leases or finance leases – for the lessee – effectively
treating all leases as finance leases. Lessor accounting remains
similar to current practice – i.e. lessors continue to classify leases
as finance and operating. The standard is effective for annual
reporting periods beginning on or after 1 January 2019.
The impact of the standard has the effect of taking the current
leases that the Group is committed to and recognising leased
assets and liabilities in the balance sheet. As disclosed in Note 21,
as at 31 March 2019 the Group has commitments of $103.2 million
classified as operating leases relating to the lease of premises
and the hire of plant and equipment. The actual impact of
adopting the standard will differ to this commitment. The Group
has not yet finalised its assessment of NZ IFRS 16.
2 Nature of business
The Group owns and operates infrastructure and utility businesses
and investments in New Zealand, Australia and the United States.
The Company is a limited liability company incorporated and
domiciled in New Zealand. The address of its registered office is
5 Market Lane, Wellington, New Zealand.
More information on the individual businesses is contained in Note
5 (Operating segments) and Note 6 (Investments in associates)
including the relative contributions to total revenue and expenses
of the Group.
3 Infratil shares and dividends
Ordinary shares (fully paid)
20192018
Total issued capital at the
beginning of the year559,278,166 560,053,166
Movements in issued and
fully paid ordinary shares
during the year:
Share buyback - (775,000)
Total issued capital at the
end of the year559,278,166 559,278,166
All fully paid ordinary shares have equal voting rights and share
equally in dividends and equity. At 31 March 2019 the Group held
775,000 shares as Treasury Stock (31 March 2018: 775,000).
Dividends paid on ordinary shares
2019
Cents per
share
2018
Cents per
share
2019
$Millions
2018
$Millions
Final dividend
prior year10.75 10.00 60.1 56.0
Interim
dividend
current year6.25 6.00 35.0 33.6
Dividends paid
on ordinary
shares17.00 16.00 95.1 89.6
4 Earnings per share
2019
$Millions
2018
$Millions
Net surplus attributable to
ordinary shareholders (19.5)71.4
Basic earnings per share (cps)(3.5)12.7
Weighted average number of
ordinary shares
Issued ordinary shares at 1 April 559.3 560.1
Effect of new shares issued under
Executive Share Scheme - -
Effect of shares issued through
dividend reinvestment plan - -
Effect of shares bought back - -
Weighted average number of
ordinary shares at end of year 559.3 560.1
70
5 Operating segments
Reportable segments of the Group are analysed by significant businesses. The Group has seven reportable segments, as
described below:
Trustpower and Tilt Renewables are renewable generation investments, Wellington International Airport is an airport investment,
NZ Bus is a transportation investment and Perth Energy is a non-renewable generation investment in Western Australia. Associates
comprises Infratil’s investments that aren’t consolidated for financial reporting purposes including Canberra Data Centres,
RetireAustralia, ANU Student Accommodation and Longroad Energy. Further information on these investments is outlined in Note 6.
The Group’s investments in NZ Bus, Perth Energy, ANU Student Accommodation and Snapper were classified as Held for Sale and
treated as Discontinued Operations as at 31 March 2019. Further information on these investments is outlined in Note 9. All other
segments and corporate includes predominately the activities of the Parent Company. The group has no significant reliance on any
one customer.
Trustpower
New Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
NZ Bus
New Zealand
$Millions
Perth
Energy
Australia
$Millions
Associates
$Millions
All other
segments
and
corporate
New
Zealand
$Millions
Eliminations
and
discontinued
operations
$Millions
Total from
continuing
operations
$Millions
For the year ended
31 March 2019
Segment revenue1,030.1 207.1 137.9 184.2 269.9 - 158.6 (461.3)1,526.5
Share of earnings of
associate companies - - - - - 119.2 - (12.8)106.4
Inter-segment revenue - - - - - - (147.8)(42.9)(190.7)
Segment revenue - external1,030.1 207.1 137.9 184.2 269.9 119.2 10.8 (517.0)1,442.2
Operating expenses
(excluding depreciation
and amortisation)(807.9)(62.7)(36.5)(166.8)(234.0) - (142.4)452.5 (997.8)
Interest income1.4 1.4 0.3 - 0.2 - 13.3 (9.8)6.8
Interest expense(29.6)(33.6)(19.7)(7.1)(7.6) - (73.3)15.6 (155.3)
Depreciation and
amortisation(47.2)(89.5)(23.7)(21.1)(6.0) - (0.6)27.7 (160.4)
Net gain/(loss) on foreign
exchange and derivatives(5.8)(2.1)1.2 - - - 7.0 - 0.3
Net realisations, revaluations
and (impairments)(10.9) - 4.8 (29.2) - - 3.5 32.4 0.6
Taxation expense(37.5)(7.4)(0.2)4.2 (12.1) - (30.3)11.3 (72.0)
Segment profit/(loss)92.6 13.2 64.1 (35.8)10.4 119.2 (212.0)12.7 64.4
Investments in associates - - - - - 964.7 - (108.2)856.5
Total non-current assets
(excluding derivatives
and deferred tax) 2,070.7 1,114.7 1,213.6 174.8 107.7 964.7 117.1 (390.9)5,372.4
Total assets2,314.5 1,601.0 1,260.5 200.0 211.3 964.7 181.1 - 6,733.1
Total liabilities965.5 915.8 656.9 29.7 110.5 - 1,309.1 - 3,987.5
Capital expenditure and
investments27.7127.1 72.1 45.9 0.4 139.0 27.8 (55.6)384.4
71
Trustpower
New Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
NZ Bus
New Zealand
$Millions
Perth
Energy
Australia
$Millions
Associates
$Millions
All other
segments and
corporate
New Zealand
$Millions
Eliminations
and
discontinued
operations
$Millions
Total from
continuing
operations
$Millions
For the year ended
31 March 2018
Segment revenue979.4 171.0 128.6 218.7 306.7 - 112.9 (565.3)1,352.0
Share of earnings of
associate companies - - - - - 46.3 - (14.4)31.9
Inter-segment revenue - - - - - - (104.7)(45.3)(150.0)
Segment revenue - external979.4 171.0 128.6 218.7 306.7 46.3 8.2 (625.0)1,233.9
Operating expenses
(excluding depreciation
and amortisation)(709.6)(58.7)(33.2)(185.3)(312.5) - (32.3)556.9 (774.7)
Interest income1.6 1.2 0.9 0.1 0.3 - 14.1 (7.1)11.1
Interest expense(35.8)(33.0)(19.3)(5.7)(7.5) - (75.7)15.4 (161.6)
Depreciation and
amortisation(46.7)(83.6)(23.6)(32.9)(5.7) - (0.4)41.4 (151.5)
Net gain/(loss) on foreign
exchange and derivatives(3.1)28.4 1.9 - - - 7.3 0.4 34.9
Net realisations, revaluations
and (impairments)(5.1) - 11.5 (1.2) - - 7.3 1.3 13.8
Taxation expense(51.4)(7.1)(4.2)3.1 (3.1) - 0.8 9.2 (52.7)
Segment profit/(loss)129.3 18.2 62.6 (3.2)(21.8)46.3 (70.7)(7.5)153.2
Investments in associates
(including those held for sale) - - - - - 878.7 - - 878.7
Total non-current assets
(excluding derivatives and
deferred tax) 2,255.2 1,244.8 1,146.1 182.2 107.7 878.7 94.0 - 5,908.7
Total assets2,401.2 1,436.4 1,187.0 196.2 157.9 878.7 376.5 - 6,633.9
Total liabilities887.1 894.8 601.7 41.6 80.8 - 992.9 - 3,498.9
Capital expenditure and
investments27.9 90.5 85.1 19.1 1.1 85.4 9.7 (23.7)295.1
72
Entity wide disclosure – geographical
The Group operates in two principal areas, New Zealand and Australia, as well as having certain investments in the United States.
The Group’s geographical segments are based on the location of both customers and assets.
New Zealand
$Millions
Australia
$Millions
United States
$Millions
Eliminations and
discontinued
operations
$Millions
Total from
continuing
operations
$Millions
For the year ended 31 March 2019
Segment revenue1,555.8 432.0 - (461.3)1,526.5
Share of earnings of associate companies - 72.7 46.5 (12.8)106.4
Inter-segment revenue(147.8) - - (42.9)(190.7)
Segment revenue – external1,408.0 504.7 46.5 (517.0)1,442.2
Operating expenses
(excluding depreciation and amortisation)(1,214.4)(235.9) - 452.5 (997.8)
Interest income15.1 1.5 - (9.8)6.8
Interest expense(135.2)(35.7) - 15.6 (155.3)
Depreciation and amortisation(116.0)(72.1) - 27.7 (160.4)
Net gain/(loss) on foreign exchange and derivatives0.8(0.5) - - 0.3
Net realisations, revaluations and (impairments)(31.8) - - 32.4 0.6
Taxation expense(62.8)(20.5) - 11.3 (72.0)
Segment profit/(loss)(136.3)141.546.5 12.7 64.4
Investments in associates - 953.9 10.8 (108.2)856.5
Total non-current assets
(excluding derivatives and deferred tax) 3,763.11,962.6 37.6 (390.9)5,372.4
Total assets4,173.22,522.3 37.6 - 6,733.1
Total liabilities3,115.2872.2 - - 3,987.4
Capital expenditure and investments161.9176.6 101.5 (55.6)384.4
For the year ended 31 March 2018
Segment revenue1,446.3 471.0 - (565.3)1,352.0
Share of earnings of associate companies - 66.0 (19.7)(14.4)31.9
Inter-segment revenue(104.7) - - (45.3)(150.0)
Segment revenue – external1,341.6 537.0 (19.7)(625.0)1,233.9
Operating expenses
(excluding depreciation and amortisation)(1,015.6)(316.0) - 556.9 (774.7)
Interest income16.5 1.7 - (7.1)11.1
Interest expense(139.2)(37.8) - 15.4 (161.6)
Depreciation and amortisation(125.6)(67.3) - 41.4 (151.5)
Net gain/(loss) on foreign exchange and derivatives5.1 29.4 - 0.4 34.9
Net realisations, revaluations and (impairments)12.2 0.3 - 1.3 13.8
Taxation expense(42.0)(19.9) - 9.2 (52.7)
Segment profit/(loss)53.0127.4 (19.7)(7.5)153.2
Investments in associates
(including those held for sale)0.3 868.3 10.1 - 878.7
Total non-current assets
(excluding derivatives and deferred tax) 3,721.2 2,165.0 22.5 - 5,908.7
Total assets4,267.8 2,343.6 22.5 - 6,633.9
Total liabilities2,648.6 850.3 - - 3,498.9
Capital expenditure and investments143.8 144.4 30.6 (23.7)295.1
73
6 Investments in associates
Note
2019
$Millions
2018
$Millions
Investments in associates are as follows:
Canberra Data Centres6.1555.3 453.2
RetireAustralia6.2290.4 319.0
ANU Student Accommodation9.1 - 96.1
Longroad Energy 6.310.8 10.1
Mana Coach Holdings - 0.3
Investments in associates856.5 878.7
Note
2019
$Millions
2018
$Millions
Equity accounted earnings of associates are as follows:
Canberra Data Centres
6.183.9 56.1
RetireAustralia6.2(23.9)(4.5)
Longroad Energy 6.346.4 (19.7)
Share of earnings of associate companies106.4 31.9
6.1 Canberra Data Centres
On 14 September 2016 the Group completed the acquisition of 48.13% of Canberra Data Centres (‘CDC’), with consortium partner the
Commonwealth Superannuation Corporation acquiring 48.13% and CDC Executives 3.74%. CDC operates 67MW (2018: 39MW) of
installed capacity across 3 accredited and connected Data Centre campuses in Canberra & Sydney. These facilities provide highly
secure outsourced co-location Data Centre services to Australian Government entities and third party service providers. Infratil’s current
shareholding is 48.22% (2018: 48.22%).
Movement in the carrying amount of the Group’s investment in Canberra Data Centres:
2019
$Millions
2018
$Millions
Carrying value at 1 April453.2 426.3
Acquisition of shares31.7 0.9
Capitalised transaction costs - -
Shareholder loan11.0 -
Total capital contributions during the year42.7 0.9
Interest on shareholder loan (including accruals)14.5 14.0
Share of associate’s surplus/(loss) before income tax108.6 52.7
Share of associate’s income tax (expense)(39.2)(10.6)
Total share of associate’s earnings during the year83.9 56.1
Share of associate's other comprehensive income - -
less: shareholder loan repayments including interest(12.6)(17.8)
Foreign exchange movements recognised in other comprehensive income(11.9)(12.3)
Carrying value of investment in associate555.3 453.2
74
Summary financial information:
2019
$Millions
2018
$Millions
Summary information for CDC is not adjusted for the percentage ownership held by the Group:
Current assets35.0 39.0
Non-current assets1,799.4 1,248.0
Total assets1,834.4 1,287.0
Current liabilities20.5 21.2
Non-current liabilities1,039.9 688.4
Total liabilities1,060.4 709.6
Revenues115.5 88.9
Net surplus/(loss) after tax137.5 60.6
CDC’s functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency.
6.2 RetireAustralia
On 31 December 2014, the Group acquired a 50% shareholding of RetireAustralia, with consortium partner the New Zealand
Superannuation Fund acquiring the other 50%. RetireAustralia operates 27 retirement villages across three states in Australia –
New South Wales, Queensland and South Australia. Infratil’s current shareholding is 50% (2018: 50%).
Movement in the carrying amount of the Group’s investment in RetireAustralia:
2019
$Millions
2018
$Millions
Carrying value at 1 April319.0 278.2
Acquisition of shares - 53.9
Total capital contributions during the year - 53.9
Share of associate’s surplus/(loss) before income tax(23.9)5.2
Share of associate’s income tax (expense) - (9.7)
Total share of associate’s earnings during the year(23.9)(4.5)
Share of associate's other comprehensive income - -
less: distributions received - -
Foreign exchange movements recognised in other comprehensive income(4.7)(8.6)
Carrying value of investment in associate290.4 319.0
Summary financial information:
2019
A$Millions
2018
A$Millions
Summary information for RetireAustralia is not adjusted for the percentage ownership held by the Group
Current assets191.1 180.8
Non-current assets2,319.6 2,310.6
Total assets2,510.7 2,491.4
Current liabilities1,746.0 1,727.9
Non-current liabilities210.8 164.9
Total liabilities1,956.8 1,892.8
Revenues74.6 82.0
Net surplus/(loss) after tax(44.5)(8.3)
Total other comprehensive income - -
RetireAustralia’s functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency.
RetireAustralia’s net current asset deficiency has primarily arisen due to the requirement under Accounting Standards to classify
resident obligations as current liabilities as there is no unconditional contractual right to defer settlement for at least twelve months of
balance date (residents may give notice of their intention to vacate their unit with immediate effect). In contrast, the corresponding
assets are classified as non-current under Accounting Standards.
75
6.3 Longroad Energy
On 5 October 2016 Infratil announced an initial (45%) investment in Longroad Energy Holdings, LLC (‘Longroad Energy’), a recently
formed renewable energy development and operating vehicle headquartered in Boston, Massachusetts. Longroad’s focus is primarily
in the development of utility-scale wind and solar generation throughout North America. The other establishment partners were the
New Zealand Superannuation Fund (45%) and the Longroad management team (10%). Infratil’s current shareholding is 40% (2018: 45%).
Movement in the carrying amount of investment in Longroad Energy:
2019
$Millions
2018
$Millions
Carrying value at 1 April10.1 33.2
Capital contributions19.8 27.5
Shareholder loan0.4 3.1
Mezzanine debt drawdowns67.0 -
Total capital contributions during the year87.2 30.6
Interest on shareholder loan (including accruals) - 0.3
Interest on mezzanine debt (including accruals)4.6 -
Share of associate’s surplus/(loss) before income tax41.8 (20.0)
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year46.4 (19.7)
Share of associate’s other comprehensive income(12.0)(3.6)
less: distributions received(32.7)(13.7)
less: capital returned(16.5)(11.7)
less: shareholder loan repayments including interest(1.6)(3.5)
less: mezzanine debt repayments including interest(71.6) -
Foreign exchange movements recognised in other comprehensive income1.5 (1.5)
Carrying value of investment in associate10.8 10.1
Summary financial information:
31 December
2018
US$Millions
31 December
2017
US$Millions
Summary information for Longroad Energy is not adjusted for the percentage ownership held by the Group
Current assets282.2 91.4
Non-current assets572.7 549.0
Total assets854.9 640.4
Current liabilities290.1 35.0
Non-current liabilities533.8 531.7
Total liabilities823.9 566.7
Revenues93.4 18.1
Net surplus/(loss) after tax59.5 (22.6)
Total other comprehensive income58.4 -
The summary information provided is taken from the most recent audited annual financial statements of Longroad Energy Holdings, LLC
which have a balance date of 31 December and are reported as at that date. Longroad’s functional currency is United States Dollars
(US$) and the summary financial information shown is presented in this currency.
Letter of credit facility
Longroad has obtained an uncommitted secured letter of credit facility of up to US$150 million from HSBC Bank. Letters of credit under
the Facility have been issued to beneficiaries to support the development and continued operations of Longroad. Infratil has provided
shareholder backing of the Longroad Letter of Credit facility, specifically, Infratil (and the New Zealand Superannuation Fund) have
collectively agreed to meet up to US$150m of capital calls (i.e. subscribe for additional units) equal to Longroad’s reimbursement
obligation in the event that a Letter of Credit is called and Longroad cannot fund the call, taking into account immediately available
working capital. As at 31 March 2019, USD $115.3 million (31 March 2018: USD $97.0 million) in Letters of Credit have been issued under
the Longroad Letter of Credit facility.
76
7 Other investments
2019
$Millions
2018
$Millions
Australian Social Infrastructure Partners45.4 40.7
Clearvision Ventures (previously named Envision Ventures)26.8 12.4
Other9.0 8.8
Other investments81.2 61.9
Australian Social Infrastructure Partners
Infratil has made a commitment of A$100 million to pursue greenfield availability based public-private partnership (‘PPP’) opportunities
in Australia via Australian Social Infrastructure Partners (‘ASIP’). ASIP has currently invested in 9.95% and 49.0% respectively of the equity
in the New Royal Adelaide Hospital PPP and the South East Queensland Schools PPP. As at 31 March 2019 Infratil has made total
contributions of A$30.5 million (31 March 2018: A$30.2 million), with the remaining A$69.5 million commitment uncalled at that date.
Clearvision Ventures (previously named Envision Ventures)
In February 2016 Infratil made a commitment of US$25 million to the California based Envision Ventures Fund 2. The strategic objective is
to help Infratil’s businesses identify and engage with technology changes that will impact their activities. As at 31 March 2019 Infratil has
made total contributions of US$19.5 million (31 March 2018: US$9.8 million), with the remaining US$5.5 million commitment uncalled at that
date. During the year the name of the investing entity, Envision Ventures Fund 2 LP was renamed Clearvision Ventures Ecosystem Fund LP.
8 Investment in subsidiaries and associates
The significant companies of the Infratil Group and their activities are shown below. The financial year end of all the significant
subsidiaries and associates is 31 March with exceptions noted.
2019
Holding
2018
HoldingPrincipal Activity
Subsidiaries
New Zealand
Infratil Finance Limited100%100%Finance
Infratil Infrastructure Property Limited100%100%Property
New Lynn Central Limited Partnership
(30 June year end)-58.0%Property
New Zealand Bus Limited100%100%Public transport
Snapper Services Limited100%100%Technology
Swift Transport Limited 100%100%Investment
Tilt Renewables Limited65.3%51.0%Electricity generation
Trustpower Limited51.0%51.0%Electricity generation and utility retailer
Wellington International Airport Limited66.0%66.0%Airport
Australia
Perth Energy Pty Limited80.0%80.0%Electricity retailer
Western Energy Pty Limited80.0%80.0%Electricity generation
Associates
New Zealand
Mana Coach Holdings Limited-26.0%Public transport
Australia
CDC Group Holdings Pty Ltd48.2%48.2%Data Centre
Cullinan Holding Trust50.0%50.0%Purpose Built Student Accommodation
RA (Holdings) 2014 Pty Limited50.0%50.0%Retirement Living
United States
Longroad Energy Holdings, LLC
(31 December year end)40.0%45.0%Renewable Energy Development
Montgomery Street Holdings, LLC
(31 December year end)28.0%-Renewable Energy Generation
77
9 Discontinued operations
Summary of results of discontinued operationsNote
2019
$Millions
2018
$Millions
ANU Student Accommodation9.1 12.7 14.4
NZ Bus9.2 (30.8)0.7
Perth Energy9.3 14.2 (18.7)
Snapper(8.1)(4.5)
GSP Energy Pty Ltd9.4 -15.4
Net surplus from discontinued operation after tax(12.0)7.3
9.1 ANU Student Accommodation
On 1 April 2019 Infratil announced a conditional sale of its 50% interest in the Australian National University’s PBSA concession to funds
controlled by AMP Capital. On completion of the transaction Infratil expects to receive cash proceeds of approximately A$162 million,
with final proceeds adjusted for normal working capital. Entities are required to measure non-current assets that are held for sale at the
lower of their carrying amount and fair value less costs to sell. As at 31 March 2019 the forecast cash proceeds from the sale are higher
than the carrying value and therefore no adjustment has been made to the carrying value of Infratil’s investment.
2019
$Millions
2018
$Millions
Carrying value at 1 April
96.1 91.2
Acquisition of shares4.1 -
Capitalised transaction costs - -
Shareholder loan5.0 -
Total capital contributions during the year9.1 -
Interest on shareholder loan (including accruals)3.8 3.5
Share of associate’s surplus/(loss) before income tax8.9 10.9
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year12.7 14.4
less: distributions received(5.2)(4.3)
less: shareholder loan repayments including interest(1.7)(2.5)
Foreign exchange movements recognised in other comprehensive income(2.8)(2.7)
Carrying value of investment in associate108.2 96.1
Net surplus from discontinued operation after tax12.7 14.4
Basic and diluted earnings per share (cents per share)
2.3 2.6
The profit from the discontinued operation is attributable entirely to the owners of the Company.
Cash flows from/(used in) discontinued operation
Net cash from operating activities6.9 6.8
Net cash used in investing activities(9.1) -
Net cash used in financing activities - -
Net cash flows for the year(2.2)6.8
The effect of the reclassification of the disposal group on the financial position of the Group is to transfer the carrying value of the
investment in associate to assets held for sale.
There was $2.4 million of cumulative losses recognised in other comprehensive income relating to the Group’s investment in ANU Student
Accommodation at 31 March 2019 (31 March 2018: $2.7 million of cumulative losses).
78
9.2 NZ Bus
On 27 December 2018 Infratil announced a conditional sale of its 100% interest in NZ Bus to funds controlled by Next Capital. On
completion of the transaction Infratil expects to receive proceeds of approximately $160 - 170 million, after adjustments for normal
working capital, capital expenditure, net debt, and an earnout mechanism. Proceeds will also include the provision of a vendor loan of
between $20 and $30 million repayable within 5.5 years of completion. Entities are required to measure non-current assets that are
held for sale at the lower of their carrying amount and fair value less costs to sell. As at 31 March 2019 the forecast cash proceeds from
the sale are expected to be lower than the carrying value and therefore an adjustment has been made to the carrying value of Infratil’s
investment.
2019
$Millions
2018
$Millions
Results of discontinued operation
Revenue184.2 218.7
Operating expenses166.8 185.3
Results from operating activities17.4 33.4
Depreciation & amortisation of intangibles(21.1)(32.9)
Net realisations, revaluations, (impairments)(29.2)(1.2)
Net financing expense(0.2)(0.2)
Net surplus/(loss) before tax(33.1)(0.9)
Taxation (expense)/credit2.3 1.6
Net surplus/(loss) after tax(30.8)0.7
Net surplus/(loss) from discontinued operation after tax(30.8)0.7
Basic and diluted earnings per share (cents per share)(5.5)0.1
The loss from the discontinued operation is attributable entirely to the owners of the Company.
Cash flows from/(used in) discontinued operation
Net cash from/(used in) operating activities2.6 33.2
Net cash from/(used in) investing activities2.8 4.4
Net cash from/(used in) financing activities - -
Net cash flows for the year5.4 37.6
Effect of reclassification of the disposal group on the financial position of the Group
Cash and cash equivalents(3.7)
Trade, accounts receivable and prepayments(16.2)
Inventories(1.2)
Property, plant and equipment(174.4)
Intangible assets(0.5)
Accounts payable, accruals and other liabilities18.2
Deferred tax11.1
Net reclassification of (assets) and liabilities(166.7)
There is no cumulative income recognised in other comprehensive income relating to NZ Bus at 31 March 2019
(31 March 2018: ($0.1) million).
79
9.3 Perth Energy
On 23 October 2018 Infratil announced a strategic review of its investment in Perth Energy. It is expected that the carrying value of
Perth Energy will be recovered principally through a sale transaction, with a sale outcome considered highly probable.
2019
$Millions
2018
$Millions
Results of discontinued operation
Revenue269.9 306.7
Operating expenses234.0 312.5
Results from operating activities35.9 (5.8)
Depreciation & amortisation of intangibles(6.0)(5.7)
Net realisations, revaluations, (impairments) - -
Net financing expense(2.1)(2.9)
Net surplus/(loss) before tax
27.8 (14.4)
Taxation (expense)/credit(13.6)(4.3)
Net surplus/(loss) after tax14.2 (18.7)
Net surplus/(loss) from discontinued operation after tax14.2 (18.7)
Basic and diluted earnings per share (cents per share)2.5 (3.3)
The profit from the discontinued operation is 80% attributable to the owners of the Company in line
with Infratil's ownership percentage of Perth Energy.
Cash flows from/(used in) discontinued operation
Net cash from/(used in) operating activities11.9 (9.9)
Net cash from/(used in) investing activities(0.4)11.7
Net cash from/(used in) financing activities(4.5)(3.6)
Net cash flows for the year7.0 (1.8)
Effect of reclassification of the disposal group on the financial position of the Group
Cash and cash equivalents(25.7)
Trade, accounts receivable and prepayments(75.5)
Inventories(2.4)
Property, plant and equipment(102.9)
Intangible assets & goodwill(4.7)
Derivative financial instruments0.2
Accounts payable, accruals and other liabilities57.9
Interest bearing loans and borrowings36.7
Deferred tax15.7
Net reclassification of (assets) and liabilities(100.7)
There was $5.1 million of cumulative income recognised in other comprehensive income relating to Perth Energy at 31 March 2019
(31 March 2018: $1.3 million).
9.4 GSP Energy Pty Ltd
On 21 December 2017, Trustpower announced its intention to sell the shares in its only Australian subsidiary, GSP Energy Pty Ltd. The
associated assets and liabilities were consequently reclassified as held for sale. Upon classification as held for sale, the assets were
revalued to the sale price. The revaluation gain of $19.4 million, less deferred tax of $5.8 million was taken to the revaluation reserve.
Once disposed, the revaluation reserve was transferred directly to retained earnings. The sale was completed on 29 March 2018 and is
reported in the comparative year as a discontinued operation.
80
10 Revenue
2019
$Millions
2018
$Millions
Operating revenue – contracted1,307.2 1,028.3
Operating revenue – uncontracted26.0 172.5
Total operating revenue1,333.2 1,200.8
Operating revenue – contracted
Electricity*1,026.1 809.6
Gas29.2 29.3
Telecommunications87.7 80.7
Aircraft movement and terminal charges81.5 76.2
Transport, hotel and other trading activities30.5 27.5
Other52.2 5.0
Total operating revenue – contracted1,307.2 1,028.3
* Electricity comprises revenue from Trustpower and Tilt Renewables
11 Other operating expenses
Note
2019
$Millions
2018
$Millions
Trading operations
Energy and wholesale costs234.6 178.2
Line, distribution and network costs284.5 291.0
Generation production & development costs46.5 34.6
Other energy business costs123.1 75.9
Telecommunications cost of sales54.4 54.9
Transportation business costs(0.7)(5.3)
Airport business costs24.0 21.9
Bad debts written off2.0 2.7
Increase in provision for doubtful debts 20.1 -0.6
Directors’ fees25 3.2 2.9
Administration and other corporate costs7.8 7.5
Management fee (to related party Morrison & Co Infrastructure Management)27 24.1 21.4
International Portfolio incentive fee29 102.6 -
Donations0.9 0.7
Total other operating expenses907.0 687.0
81
Fees paid to auditors (including fees paid by Associates)
2019
Fees paid to the
Group auditor
$000’s
2019
Audit fees paid
to other auditors
$000’s
2019
Total
$000’s
2018
Fees paid to the
Group auditor
$000’s
2018
Audit fees paid
to other auditors
$000’s
2018
Total
$000’s
Audit and review of financial statements317.4882.91,200.3260.1731.7991.8
Regulatory audit work32.0-32.0 33.0-33.0
Other assurance services-- - -- -
Taxation services99.6-99.6234.8-234.8
Other services103.0-103.0489.3-489.3
552.0882.91,434.91,017.2731.71,748.9
Fees paid to the Group auditor by
Associates (recognised through share
of Associate Earnings)472.5-472.5 434.4-434.4
Total fees paid to the Group auditor1,024.5882.91,907.4 1,451.6731.72,183.3
The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.
Regulatory audit work consists of the audit of regulatory disclosures. Other assurance services comprise of agreed upon procedures,
audit of compliance reports and verification in relation to gas trading licence. Tax services relate to tax compliance work and tax
advisory services provided to a subsidiary of the group. Other services primarily relate to due diligence work undertaken.
12 Taxation
12.1 Tax reconciliation
2019
$Millions
2018
$Millions
Net surplus before taxation from continuing operations136.4 205.9
Taxation on the surplus for the year @ 28%38.2 57.7
Plus/(less) taxation adjustments:
Effect of tax rates in foreign jurisdictions(0.1)(0.1)
Net benefit of imputation credits - -
Timing differences not recognised(1.0)1.2
Tax losses not recognised/(utilised)30.1(1.0)
Effect of equity accounted earnings of associates0.6(6.9)
Recognition of previously unrecognised deferred tax(1.2) -
(Over)/Under provision in prior periods0.9(1.8)
Net investment realisations(0.4)2.1
Other permanent differences4.91.5
Taxation expense72.0 52.7
Current taxation 52.4 61.3
Deferred taxation 19.6 (8.5)
Tax on discontinued operations11.4 9.3
82
12.2 Income tax recognised in other comprehensive income
2019
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations(18.9)(2.8)(21.7)
Realisations on disposal of subsidiary, reclassified to profit and loss - - -
Net change in fair value of available for sale financial assets2.6 - 2.6
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges5.9 (0.8)5.1
Fair value movements in relation to executive share scheme(0.1) 0.7 0.6
Net change in fair value of property, plant & equipment recognised in equity (283.6)69.1 (214.5)
Share of associates other comprehensive income(11.6) - (11.6)
Balance at the end of the year(305.7)66.2 (239.5)
2018
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations(40.6)(1.7)(42.3)
Realisations on disposal of subsidiary, reclassified to profit and loss - - -
Net change in fair value of available for sale financial assets3.6 - 3.6
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges3.2 (1.1)2.1
Fair value movements in relation to executive share scheme(0.2) - (0.2)
Net change in fair value of property, plant & equipment recognised in equity 36.8 21.9 58.6
Share of associates other comprehensive income(3.6) - (3.6)
Balance at the end of the year(0.8)19.1 18.3
12.3 Deferred tax
Deferred tax assets and liabilities are offset on the Statement of Financial Position where they relate to entities with a legally
enforceable right to offset tax.
2019
$Millions
2018
$Millions
Balance at the beginning of the year(505.1)(536.7)
Charge for the year(19.6)8.5
Charge relating to discontinued operations(14.7)34.4
Deferred tax recognised in equity66.2 (19.8)
Adjustment on initial application of IFRS 15(8.1) -
Effect of movements in foreign exchange rates1.7 5.1
Tax losses recognised9.93.4
Transfers to liabilities classified as held for sale27.2 -
Balance at the end of the year(442.5)(505.1)
The Infratil New Zealand Group is forecasting to derive taxable profits in future periods, sufficient to utilise the tax losses carried forward
and deductible temporary differences. As a result deferred tax assets and liabilities have been recognised where they arise, including
deferred tax on tax losses carried forward.
83
12.4 Recognised deferred tax assets and liabilities
Assets
$Millions
Liabilities
$Millions
Net
$Millions
31 March 2019
Property, plant and equipment - (442.4)(442.4)
Investment property - (14.9)(14.9)
Derivative financial instruments8.2 (6.7)1.5
Employee benefits5.8 - 5.8
Customer base assets - (2.9)(2.9)
Provisions0.8 -0.8
Tax losses carried forward42.2 - 42.2
Other items-(32.6)(32.6)
To ta l57.0 (499.5)(442.5)
31 March 2018
Property, plant and equipment - (551.7)(551.7)
Investment property - (13.4)(13.4)
Derivative financial instruments3.3 - 3.3
Employee benefits6.5 - 6.5
Customer base assets - (3.8)(3.8)
Provisions4.3 - 4.3
Tax losses carried forward57.5 - 57.5
Other items7.4 (15.2)(7.8)
To ta l79.0 (584.1)(505.1)
12.5 Changes in temporary differences affecting tax expense
Tax expenseOther comprehensive income
2019
$Millions
2018
$Millions
2019
$Millions
2018
$Millions
Property, plant and equipment9.9 12.1 69.1 21.9
Investment property(1.5)(3.4) - -
Derivative financial instruments0.6 (2.8)(0.8)(1.1)
Employee benefits1.3 1.3 0.7 -
Customer base assets0.9 1.3 - -
Provisions0.1 0.2 - -
Tax losses carried forward(24.9)13.1 - -
Other items(6.0)(13.3)(2.8)(1.7)
(19.6)8.5 66.2 19.1
12.6 Imputation credits available to be used by Infratil Limited
2019
$Millions
2018
$Millions
Balance at the end of the year1.79.6
Imputation credits that will arise on the payment/(refund) of tax provided for
--
Imputation credits that will arise on the (payment)/receipt of dividends accrued at year end--
Imputation credits available for use1.79.6
84
13 Property, plant and equipment
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Metering
$Millions
Generation
plant
(renewable)
$Millions
Generation
plant (non-
renewable)
$Millions
To ta l
$Millions
2019
Cost or valuation
Balance at beginning of year543.1 449.4 533.2 255.1 69.4 3,301.5 99.9 5,251.6
Additions - 0.1 43.6 207.2 - 48.2 0.3 299.4
Capitalised Interest and financing costs - - - - - - - -
Disposals(5.3)(1.5)(27.7) - (0.7)(4.0)(0.3)(39.5)
Impairment - - (30.4)(1.6) - - - (32.0)
Revaluation 14.0 - - - - (460.9)4.8 (442.1)
Transfers between categories33.8 112.6 27.9 (284.0)(1.1)110.8 - -
Transfers to assets classified as held for sale - (8.9)(413.9)(6.0) - - (105.6)(534.4)
Transfers to intangible assets - - - - - - - -
Transfers from/(to) investment properties - - - - - - - -
Effect of movements in foreign
exchange rates - - (0.3)(1.5) - (34.5)0.9 (35.4)
Balance at end of year585.6 551.7 132.4169.2 67.6 2,961.1 -4,467.6
Accumulated depreciation
Balance at beginning of year15.3 2.9 329.5 - 63.4 117.6 - 528.7
Depreciation for the year7.5 12.4 35.3 - 4.3 105.2 5.3 170.0
Transfer to investment properties - - - - - - - -
Revaluation - - (0.1) - - (145.1)(5.3)(150.5)
Disposals - (0.3)(25.7) - (0.7)(1.3) - (28.0)
Transfers to assets classified as held for sale - (1.3)(252.4) - - - - (253.7)
Effect of movements in foreign
exchange rates - - (0.1) - - (0.3) - (0.4)
Balance at end of year22.8 13.7 86.5 - 67.0 76.1 - 266.1
Carrying value at 31 March 2019562.8 538.0 45.8 169.2 0.6 2,885.0 -4,201.5
85
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Metering
$Millions
Generation
plant
(renewable)
$Millions
Generation
plant (non-
renewable)
$Millions
To ta l
$Millions
2018
Cost or valuation
Balance at beginning of year510.8 425.4 536.2 90.2 68.1 3,570.8 104.5 5,306.0
Additions - 0.1 21.3 188.1 1.3 19.2 0.3 230.3
Capitalised Interest and financing costs - - - - - - - -
Disposals(0.2)(0.1)(27.3) - - (182.5) - (210.1)
Impairment - - (0.2) - - - - (0.2)
Revaluation 30.0 20.2 - - - 19.4 (2.0)67.6
Transfers between categories2.5 4.3 3.4 (21.5) - 11.3 - -
Transfers to assets classified as held for sale - - - - - - - -
Transfers to intangible assets - - - - - - - -
Transfers from/(to) investment properties - (0.5) - - - - - (0.5)
Effect of movements in foreign exchange
rates - - (0.2)(1.7) - (47.4)(2.9)(52.2)
Power purchase arrangements restatement - - - - - (89.3) - (89.3)
Balance at end of year543.1 449.4 533.2 255.1 69.4 3,301.5 99.9 5,251.6
Accumulated depreciation
Balance at beginning of year7.8 12.7 303.9 - 59.2 21.9 - 405.5
Depreciation for the year7.5 12.4 43.0 - 4.2 106.8 5.3 179.2
Transfer to investment properties - - - - - - - -
Revaluation - (22.2) - - - - (5.3)(27.5)
Disposals - - (17.5) - - (5.8) - (23.3)
Transfers to assets classified as held for sale - - - - - - - -
Effect of movements in foreign exchange
rates - - 0.1 - - (2.0) - (1.9)
Power purchase arrangements restatement - - - - - (3.3) - (3.3)
Balance at end of year15.3 2.9 329.5 - 63.4 117.6 - 528.7
Carrying value at 31 March 2018527.8 446.5 203.7 255.1 6.0 3,183.9 99.9 4,722.9
86
Trustpower generation property, plant and equipment
Trustpower’s generation assets include land and buildings which are not separately identifiable from other generation assets.
Generation assets were independently revalued, using a discounted cash flow methodology, as at 31 March 2019, to their estimated
market value as assessed by Deloitte Corporate Finance.
The valuation of Trustpower’s generation assets is sensitive to the inputs used in the discounted cash flow valuation model. A sensitivity
analysis around some key inputs is given in the table below. The valuation is based on a combination of values that are generally at the
midpoint of the range. The valuation impact is calculated as the movement in the fair value as a result of the change in the assumption
and keeping all other valuation inputs constant.
Generation RenewableLowHighValuation impact vs midpoint
New Zealand Assets
Forward electricity price pathDecreasing in real terms from
$110/MWh to $76/MWh by
2023. Thereafter held constant
Decreasing in real terms from
$110/MWh to $93/MWh by
2022. Thereafter held constant
-/+ $208.0 m
Generation volume1,725 GWh2,109 GWh-/+ $246.0m
Avoided Cost of Transmission100% reduction in revenue
from 2025
Current regulatory structure
is unchanged
- $164.0m /
no change
Operating costs$64.0 million p.a.$53.0 million p.a.-/+ $80.0m
Weighted average cost of capital7.95%6.95%- $151.0m /
+ $181.4m
Tilt Renewables generation property, plant and equipment
The valuation of Tilt Renewables generation assets is sensitive to the inputs used in the discounted cash flow valuation model. A
sensitivity analysis around some key inputs is given in the table below. The valuation is based on a combination of values that are
generally at the midpoint of the range. The valuation impact is calculated as the movement in the fair value as a result of the change
in the assumption and keeping all other valuation inputs constant. In addition to the tests below, a separate sensitivity analysis has
been conducted to assess the impact of varying future cash flows for increases or decreases of up to 10% in market prices (including
New Zealand market prices beyond the fixed price period to March 2022). None of these tests resulted in an impairment of the fair
value of generation, property, plant and equipment.
Generation RenewableLowHighValuation impact vs midpoint
New Zealand Assets
Generation volume10% reduction in future
production
10% increase in future
production
-/+ $24.1m
Operating costs10% increase in future
operating expenditure
10% decrease in future
operating expenditure
-/+ $9.1m
Weighted average cost of capital8.40%7.40%- $6.6m /
+ $6.3m
Australian Assets
Forward electricity price path
(including renewable energy credits)
10% reduction in future
electricity pricing
10% increase in future
electricity pricing
-/+ A$83.6m
Generation volume10% reduction in future
production
10% increase in future production -/+ A$87.1m
Operating costs10% increase in future
operating expenditure
10% decrease in future
operating expenditure
-/+ $29.7m
Weighted average cost of capital7.75%6.75%- A$28.2m /
+ A$30.2m
87
Wellington International Airport property, plant and equipment
The following tables summarise the significant valuation techniques and inputs used by valuers to arrive at the fair value for Wellington
International Airport’s property, plant and equipment.
Asset classification and description
Valuation
approachKey valuation assumptions
+/- 5%
Valuation impact
Land
Aeronautical land - used for airport activities and
specialised aeronautical assets.
Rate per hectare$1.86 million per hectare
+/- $10.0m
Non-aeronautical land - used for non-aeronautical
purposes e.g. industrial, service, retail, residential
and land associated with the vehicle business.
MVEUDeveloper’s WACC rate10.4%
+/- $7.4m
Holding period6 years
+/- $11.1m
Valued at 31 March 2018 by Savills (NZ) Limited,
registered valuers, at $333.1 million.
Civil
Civil works includes sea protection and site
services, excluding such site services to the extent
that they would otherwise create duplication of
value.
ODRC
Average cost rates
including concrete,
asphalt, base course
and foundations
Concrete $800
Asphalt $892
Basecourse $96
Foundations $19
+/- $7.2m
Estimated remaining
useful life
Average remaining
useful life 30 years
+/- $7.2m
Last valued at 31 March 2016 by Opus
International Consultants Limited at $144.7 million.
Buildings
Specialised buildings used for identified airport
activities.
ODRC
Modern equivalent
asset rate (per
square metre)
$5,567
+/- $13.0m
Non-specialised buildings used for purposes other
than for identified airport activities, including
space allocated within the main terminal building
for retail activities, offices and storage.
$1,711
+/- $0.4m
Vehicle business assets associated with car
parking and taxi, shuttle and bus services
(excluding land and civil).
DCF
Revenue growth
Cost growth
Discount rate
Capitalisation rate
3.00%
3.00%
12.00%
9.00%
+/- $0.8m
+/- $0.1m
+/- $6.6m
+/- $9.0m
Valued at 31 March 2018 by Savills (NZ) Limited,
registered valuers, at $423.4 million.
Effect of level 3 fair value measurements on profit or loss and other comprehensive income
The following table summarises for property, plant and equipment measured at fair value, classified as level 3 in the fair value hierarchy,
the effect of the fair value movements on profit or loss and other comprehensive income for the year.
2019 Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
Total
$Millions
Generation Plant (renewable)(10.6)(231.6)(242.2)
Generation Plant (non-renewable) - 6.2 6.2
Land and civil works - 14.0 14.0
Buildings - - -
Vehicle business assets - - -
(10.6)(211.4)(222.0)
88
2018 Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
Total
$Millions
Generation Plant (renewable)-(60.0)(60.0)
Generation Plant (non-renewable)
-2.3 2.3
Land and civil works-30.0 30.0
Buildings-20.2 20.2
Vehicle business assets- - -
-(7.5)(7.5)
There were no transfers between property, plant and equipment assets classified as level 1 or level 2, and level 3 of the fair value
hierarchy during the year ended 31 March 2019 (2018: none).
Revalued assets at deemed cost
For each revalued class the carrying amount that would have been recognised had the assets been carried on a historical cost basis are
as follows:
2019
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Generation Plant (renewable)1,231.2 - (469.7)761.5
Generation Plant (non-renewable)123.6 - (47.9)75.7
Land and civil works252.4 33.8 (50.8)235.4
Buildings296.8 112.5 (92.2)317.1
1,904.0 146.3 (660.6)1,389.7
2018
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Generation Plant (renewable)2,109.8 14.8 (651.1)1,473.5
Generation Plant (non-renewable)127.3 - (42.8)84.5
Land and civil works249.9 2.5 (46.7)205.7
Buildings292.4 4.3 (84.7)212.0
2,779.4 21.6 (825.3)1,975.7
89
14 Intangibles
2019
Lease
agreements
and software
$Millions
Customer
acquisition
costs
$Millions
Total
$Millions
Cost or valuation
Balance at beginning of the year119.0 83.0 202.0
Foreign exchange adjustment on opening balance - - -
Additions at cost8.0 0.6 8.6
Disposals - - -
Impairment(1.0) - (1.0)
Transfers from property, plant and equipment - - -
Transfers to assets classified as held for sale(28.6) - (28.6)
Balance at end of year97.4 83.6 181.0
Amortisation and impairment losses
Balance at beginning of the year(89.3)(69.3)(158.6)
Foreign exchange adjustment on opening balance - - -
Amortisation for the year(13.1)(3.4)(16.5)
Disposals - - -
Impairment - - -
Transfers to assets classified as held for sale27.6 - 27.6
Balance at end of year(74.8)(72.7)(147.5)
Carrying value 31 March 201922.6 10.9 33.5
2018
Lease
agreements
and software
$Millions
Customer
acquisition
costs
$Millions
Total
$Millions
Cost or valuation
Balance at beginning of the year115.3 83.0 198.3
Foreign exchange adjustment on opening balance(0.1) - (0.1)
Additions at cost10.1 - 10.1
Disposals(1.2) - (1.2)
Impairment(5.1) - (5.1)
Transfers from property, plant and equipment - - -
Transfers to assets classified as held for sale - - -
Balance at end of year119.0 83.0 202.0
Amortisation and impairment losses
Balance at beginning of the year(78.2)(64.5)(142.7)
Foreign exchange adjustment on opening balance - - -
Amortisation for the year(12.2)(4.8)(17.0)
Disposals1.1 - 1.1
Impairment - - -
Transfers to assets classified as held for sale
- - -
Balance at end of year(89.3)(69.3)(158.6)
Carrying value 31 March 201829.7 13.7 43.4
90
15 Goodwill
2019
$Millions
2018
$Millions
Balance at beginning of the year
117.4 117.4
Goodwill arising on acquisitions - -
Goodwill disposed of during the year - -
Goodwill impaired during the year - -
Transfers to disposal group assets classified as held for sale(4.2) -
Balance at the end of the year113.2 117.4
The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:
Trustpower79.4 79.4
Tilt Renewables33.8 33.8
Other - 4.2
113.2 117.4
16 Loans and borrowings
This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings.
2019
$Millions
2018
$Millions
Current liabilities
Unsecured bank loans97.7 29.9
Secured bank facilities201.9 44.0
less: Loan establishment costs capitalised and amortised over term(4.3)(0.8)
295.3 73.1
Non-current liabilities
Unsecured bank loans200.2 179.4
Secured bank facilities505.3 682.2
less: Loan establishment costs capitalised and amortised over term(8.7)(6.0)
696.8 855.6
Facilities utilised at reporting date
Unsecured bank loans298.0 209.3
Unsecured guarantees - -
Secured bank loans707.0 726.2
Secured guarantees129.5 32.3
Facilities not utilised at reporting date
Unsecured bank loans516.0 566.8
Unsecured guarantees - -
Secured bank loans255.8 48.3
Secured guarantees85.7 0.3
Interest bearing loans and borrowings -
current295.3 73.1
Interest bearing loans and borrowings -
non-current696.8 855.6
Total interest bearing loans and borrowings992.1 928.7
91
Financing arrangements
The Group’s debt includes bank facilities with negative pledge arrangements, which, with limited exceptions, do not permit the
borrower to grant any security over its assets. The bank facilities require the borrower to maintain certain levels of shareholder funds
and operate within defined performance and gearing ratios. The banking arrangements also include restrictions over the sale or
disposal of certain assets without bank agreement. Throughout the year the Group has complied with all debt covenant requirements
as imposed by lenders.
Interest rates are determined by reference to prevailing money market rates at the time of draw-down plus a margin. Interest rates paid
during the year ranged from 2.2% to 4.5% (31 March 2018: 2.4% to 5.7%).
17 Infrastructure bonds
2019
$Millions
2018
$Millions
Balance at the beginning of the year994.4 998.3
Issued during the year246.2 143.4
Exchanged during the year(51.1)(32.7)
Matured during the year(60.4)(114.7)
Purchased by Infratil during the year - -
Bond issue costs capitalised during the year(3.6)(2.1)
Bond issue costs amortised during the year2.1 2.2
Balance at the end of the year1,127.6 994.4
Current148.9 111.2
Non-current fixed coupon 747.2 652.0
Non-current perpetual variable coupon231.5 231.2
Balance at the end of the year1,127.6 994.4
Repayment terms and interest rates:
IFT160 maturing in June 2017, 8.50% p.a. fixed coupon rate - -
IFT170 maturing in November 2017, 8.00% p.a. fixed coupon rate - -
IFT180 maturing in November 2018, 6.85% p.a. fixed coupon rate - 111.4
IFT200 maturing in November 2019, 6.75% p.a. fixed coupon rate68.5 68.5
IFT090 maturing in February 2020, 8.50% p.a. fixed coupon rate80.5 80.5
IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate93.9 93.9
IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate93.7 93.7
IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate100.0 100.0
IFT210 maturing in September 2023, 5.25% p.a. fixed coupon rate122.1 122.1
IFT230 maturing in June 2024, 5.50% p.a. fixed coupon rate56.1 56.1
IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4
IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 -
IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate146.2 -
IFTHA Perpetual Infratil infrastructure bonds231.9 231.9
less: Bond issue costs capitalised and amortised over term(8.7)(7.1)
Balance at the end of the year1,127.6 994.4
92
Fixed coupon
The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.
25 days prior to the maturity date of the IFT090 series, Infratil can elect to convert all of the bonds in that series to equity by issuing
the number of shares calculated by dividing the $1.00 face value by 98% of the market price of an Infratil share. The market price is the
average price weighted by volume of all trades of ordinary shares over the 10 business days up to the fifth business day before the
maturity date.
The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years.
The interest rate of the IFT270 bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum
of the five year swap rate on 15 December 2023 plus a margin of 2.50% per annum.
Perpetual Infratil infrastructure bonds (‘PIIBs’)
The Company has 231,916,600 (31 March 2018: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable
quarterly on the bonds. For the year to 15 November 2018 the coupon was fixed at 3.55% per annum (2018: 3.50%). Thereafter the rate
will be reset annually at 1.5% per annum over the then one year bank rate for quarterly payments, unless Infratil’s gearing ratio exceeds
certain thresholds, in which case the margin increases. These infrastructure bonds have no fixed maturity date. No PIIBs (2018: nil) were
repurchased by Infratil Limited during the year.
Throughout the year the Company complied with all debt covenant requirements as imposed by the bond trustee.
At 31 March 2019 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,104.4 million (31 March 2018: $989.6 million).
18 Trustpower bonds
Unsecured subordinated bonds
2019
$Millions
2018
$Millions
Repayment terms and interest rates:
TPW160 maturing in September 2019, 6.75% p.a. fixed coupon rate114.2 114.2
less: Bond issue costs capitalised and amortised over term(0.2)(0.6)
Balance at the end of the year114.0 113.6
Current114.0 -
Non-current - 113.6
Balance at the end of the year114.0 113.6
The bonds are fully subordinated behind all of Trustpower’s other creditors. At 31 March 2019 Trustpower’s unsecured subordinated
bonds had a fair value of $115.7 million (31 March 2018: $119.1 million).
Unsecured senior bonds
2019
$Millions
2018
$Millions
Repayment terms and interest rates:
TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate83.0 83.0
TPW150 maturing in December 2022, 4.01% p.a. fixed coupon rate127.7 127.7
TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate100.0 -
less: Bond issue costs capitalised and amortised over term
(2.9)(2.0)
Balance at the end of the year307.8 208.7
Current - -
Non-current307.8 208.7
Balance at the end of the year307.8 208.7
Trustpower’s Senior bonds rank equally with their bank loans. Trustpower borrows under a negative pledge arrangement, which with
limited exceptions does not permit Trustpower to grant any security interest over its assets. The Trust Deed requires Trustpower to
operate within defined performance and debt gearing ratios. The arrangements under the Trust Deed may also create restrictions over
the sale or disposal of certain assets unless the senior bonds are repaid or renegotiated. Throughout the year Trustpower complied with
all debt covenant requirements as imposed by the bond trustee.
At 31 March 2019 Trustpower’s unsecured senior bonds had a fair value of $321.8 million (31 March 2018: $216.4 million).
93
19 Wellington International Airport bonds and USPP notes
2019
$Millions
2018
$Millions
Repayment terms and interest rates:
WIA0619 Wholesale bonds maturing June 2019, repriced quarterly at BKBM plus 130bp25.0 25.0
WIA0620 Wholesale bonds maturing June 2020, 5.27% p.a. fixed coupon rate25.0 25.0
WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate75.0 75.0
WIA030 Retail bonds maturing May 2023, 4.25% p.a. fixed coupon rate75.0 75.0
WIA040 Retail bonds maturing August 2024, 4.00% p.a. fixed coupon rate60.0 60.0
WIA050 Retail bonds maturing June 2025, 5.00% p.a. fixed coupon rate
70.0 70.0
USPP Notes – Series A52.0 47.2
USPP Notes – Series B52.0 47.2
less: Issue costs capitalised and amortised over term(3.9)(2.9)
Balance at the end of the year430.1 421.6
Current25.0 -
Non-current405.1 421.6
Balance at the end of the year430.1 421.6
The Trust Deeds for these bonds require Wellington International Airport (‘WIAL’) to operate within defined performance and debt
gearing ratios. The arrangements under the Trust Deeds create restrictions over the sale or disposal of certain assets. Throughout the
year Wellington International Airport complied with all debt covenant requirements as imposed by the bond trustee.
On 27 July 2017 WIAL completed a United States Private Placement (‘USPP’) Note issuance, securing US$72 million of long-term debt.
The USPP comprised two equal tranches, a US$36 million 10 year Note with a coupon of 3.47% and a US$36 million 12 year Note with
a coupon of 3.59%. In conjunction with the USPP issuance, WIAL entered into cross currency interest rate swaps to formally hedge the
exposure to foreign currency risk over the term of the notes.
At 31 March 2019 WIAL’s bonds had a fair value of $353.8 million (2018: $346.5 million), and WIAL’s USPP Notes had a fair value of
$102.2 million (2018: $93.3 million).
20 Financial instruments
The Group has exposure to the following risks due to its business activities and financial policies:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes
for measuring and managing risk, and the Group’s management of capital.
20.1 Credit risk
Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. The Group is
exposed to credit risk in the normal course of business including those arising from trade receivables with its customers, financial
derivatives and transactions (including cash balances) with financial institutions. The Group minimises its exposure to credit risk of trade
receivables through the adoption of counterparty credit limits and standard payment terms. Derivative counterparties and cash
transactions are limited to high-credit-quality financial institutions and organisations in the relevant industry. The Group’s exposure and
the credit ratings of significant counterparties are monitored, and the aggregate value of transactions concluded are spread amongst
approved counterparties. The carrying amounts of financial assets recognised in the Statement of Financial Position best represent the
Group’s maximum exposure to credit risk at the reporting date. Generally no security is held on these amounts.
94
Exposure to credit risk
2019
$Millions
2018
$Millions
The Group had exposure to credit risk with financial institutions at balance date from cash
deposits held as follows:
Financial institutions with 'AA' credit ratings173.2 -
Financial institutions with 'AA-' credit ratings70.6 -
Financial institutions with 'A+' credit ratings - 380.4
Financial institutions with 'A' credit ratings153.3 -
Unrated financial institutions17.2 -
Total cash deposits with financial institutions414.3 380.4
Cash on hand - 0.1
Total cash and cash equivalents414.3 380.5
At 31 March 2019 $19.9 million of cash deposits are “restricted” and not immediately available for use by the Group (31 March 2018:
$2.4 million). Credit ratings are from Standard & Poor’s or equivalent rating agencies.
Trade and other receivables
The Group has exposure to various counterparties. Concentration of credit risk with respect to trade receivables is limited due to the
Group’s large customer base in a diverse range of industries throughout New Zealand and Australia.
Ageing of trade receivables
2019
$Millions
2018
$Millions
The ageing analysis of trade receivables is as follows:
Not past due56.9 77.7
Past due 0-30 days9.2 6.3
Past due 31-90 days3.7 1.9
Greater than 90 days3.8 2.1
To ta l73.6 88.0
The ageing analysis of impaired trade receivables is as follows:
Not past due - 0.1
Past due 0-30 days - -
Past due 31-90 days - (0.1)
Greater than 90 days(2.8)(2.8)
To ta l(2.8)(2.8)
2019
$Millions
2018
$Millions
Movement in the provision for impairment of trade receivables for the year was as follows:
Balance as at 1st April3.1 2.2
Impairment loss recognised0.4 0.9
Transfers to assets classified as held for sale(0.4) -
Balance as at 31 March3.1 3.1
Other current prepayments and receivables178.1 143.1
Total trade, accounts receivable and current prepayments248.9 228.3
95
20.2 Liquidity risk
Liquidity risk is the risk that assets held by the Group cannot readily be converted to cash to meet the Group’s contracted cash flow
obligations. Liquidity risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and
liabilities. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due
and make value investments, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation. The Group manages liquidity risk by maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities, the spreading of debt maturities, and its credit standing in capital markets.
The tables below analyse the Group’s financial liabilities, excluding gross settled derivative financial liabilities, into relevant maturity
groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables below are contractual
undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure bonds cash flows have been
determined by reference to the longest dated Infratil bond maturity in the year 2029.
Balance
sheet
$Millions
Contractual
cash flows
$Millions
6 months
or less
$Millions
6-12 months
$Millions
1-2 years
$Millions
2-5 years
$Millions
5 + years
$Millions
31 March 2019
Accounts payable, accruals and
other liabilities446.6469.2 334.0 13.4 43.2 13.4 65.2
Unsecured & secured bank facilities992.1 1,254.4 94.7 254.5 204.4386.7314.1
Unsecured & secured bank
guarantees - - - - - - -
Infratil Infrastructure bonds896.1 1,122.3 26.1 172.5 40.7 496.6 386.4
Perpetual Infratil Infrastructure bonds231.5 311.8 4.1 4.1 8.2 24.7 270.7
Wellington International Airport
bonds430.1 535.2 34.6 9.4 43.2 189.2 258.8
Trustpower bonds421.8 460.9 122.9 4.9 9.8 223.3 100.0
Derivative financial instruments117.5 129.0 23.3 16.1 22.6 40.6 26.4
3,535.7 4,282.8 639.7 474.9 372.11,374.51,421.6
31 March 2018
Accounts payable, accruals and
other liabilities236.6 190.8 172.3 12.4 4.4 1.7 -
Unsecured & secured bank facilities928.7 964.9 32.2 49.7 311.9 447.3 123.8
Unsecured & secured bank
guarantees - 0.2 0.1 0.1 - - -
Infratil Infrastructure bonds763.2 936.5 24.0 132.5 186.7 359.1 234.2
Perpetual Infratil Infrastructure bonds231.2 290.5 4.1 4.1 8.1 24.4 249.8
Wellington International Airport
bonds421.6 546.5 9.7 9.7 43.8 145.5 337.8
Trustpower bonds322.3 378.4 8.8 8.8 127.8 233.0 -
Derivative financial instruments51.7 58.8 15.1 8.2 19.5 7.2 8.8
2,955.3 3,366.6 266.3 225.5 702.2 1,218.2 954.4
96
20.3 Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and energy prices will affect the
Group’s income or the value of its holdings of financial assets and liabilities. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return.
20.3.1 Interest rate risk (cash flow and fair value)
Interest rate risk is the risk of interest rate volatility negatively affecting the Group’s interest expense cash flow and earnings. Infratil
mitigates this risk by issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert floating rate exposures
to fixed rate exposures. Borrowings issued at fixed rates expose the Group to fair value interest rate risk which is managed by the interest
rate profile and hedging.
2019
$Millions
2018
$Millions
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps1,760.8 1,086.4
Fair value of interest rate swaps (81.6)(30.5)
Cross-currency interest rate swaps99.8 99.5
Fair value of cross-currency interest rate swaps 2.9 (6.2)
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year179.8 201.2
Between 1 to 2 years158.7 237.4
Between 2 to 5 years893.5 550.1
Over 5 years528.8 97.7
The termination dates for the cross-currency interest rate swaps are as follows:
Between 0 to 1 year - -
Between 1 to 2 years - -
Between 2 to 5 years - -
Over 5 years99.8 99.5
Interest rate sensitivity analysis
The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/
lower with all other variables held constant.
2019
$Millions
2018
$Millions
Profit or loss
100 bp increase19.5 23.1
100 bp decrease(20.1)(24.5)
Other comprehensive income
100 bp increase43.7 19.3
100 bp decrease(48.6)(20.6)
20.3.2 Foreign currency risk
The Group has exposure to foreign currency risk on the value of its net investment in foreign investments, assets and liabilities, future
investment obligations and future income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to
occur. Decisions on buying forward cover for likely foreign currency investments is subject to the Group’s expectation of the fair value of the
relevant exchange rate.
The Group enters into forward exchange contracts to reduce the risk from price fluctuations of foreign currency commitments
associated with the construction of generation assets and to hedge the risk of its net investment in foreign operations. Any resulting
differential to be paid or received as a result of the currency hedging of the asset is reflected in the final cost of the asset. The Group
has elected to apply cash flow hedge accounting to these instruments.
97
Foreign exchange sensitivity analysis
The following table shows the impact on post-tax profit and equity if the New Zealand dollar had weakened or strengthened by
10 per cent against the currencies with which the Group has foreign currency risk with, all other variables held constant.
2019
$Millions
2018
$Millions
Profit or loss
Strengthened by 10 per cent0.7 (1.5)
Weakened by 10 per cent(0.7)1.5
Other comprehensive income
Strengthened by 10 per cent(100.8)(92.1)
Weakened by 10 per cent103.2 92.1
Significant assumptions used in the foreign currency exposure sensitivity analysis include:
Reasonably possible movements in foreign exchange rates were determined based on a review of the last two years’ historical
movements. A movement of plus or minus 10% has therefore been applied to the AUD/NZD and USD/NZD exchange rates to
demonstrate the sensitivity of foreign currency risk of the company’s investment in foreign operations and associated derivative
financial instruments. The sensitivity was calculated by taking the AUD and USD spot rate as at balance date, moving this spot rate by
plus and minus 10% and then reconverting the AUD and USD balances with the ‘new spot rate’.
Unhedged foreign currency exposures
At balance date the Group has the following unhedged exposure to foreign currency risk arising on foreign currency monetary assets
and liabilities that fall due within the next twelve months:
2019
$Millions
2018
$Millions
Cash, short-term deposits and trade receivables
United States Dollars (USD) - 29.4
Australian Dollars (AUD)7.3 0.4
Bank overdraft, bank debt and accounts payable
Australian Dollars (AUD) - -
20.3.3 Energy price risk
Energy price risk is the risk that results will be impacted by fluctuations in spot energy prices. The Group meets its energy sales demand
by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations in
the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk
from price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and
settled. Any resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract.
The Group has elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow
hedges.
2019 2018
At balance date the aggregate notional volume of outstanding energy derivatives were:
Electricity (GWh)19,753.017,188.0
Fair value of energy derivatives ($millions)135.7 80.2
As at 31 March 2019, the Group had energy contracts outstanding with various maturities expected to occur continuously throughout
the next five years. The hedged anticipated energy purchase transactions are expected to occur continuously throughout the
contract period from balance sheet date consistent with the Group’s forecast energy generation and retail energy sales. Gains and
losses recognised in the cash flow hedge reserve on energy derivatives as of 31 March 2019 will be continuously released to the income
statement in each period in which the underlying purchase transactions are recognised in the profit or loss.
98
2019
$Millions
2018
$Millions
The termination dates for the energy derivatives are as follows:
Between 0 to 1 year43.3 86.7
Between 1 to 2 years78.826.6
Between 2 to 5 years117.013.3
Over 5 years15.0 -
254.1126.6
Energy price sensitivity analysis
The following table shows the impact on post-tax profit and equity of an increase/decrease in the relevant forward electricity prices
with all other variables held constant:
2019
$Millions
2018
$Millions
Profit and loss
10% increase in energy forward prices(2.2)(0.8)
10% decrease in energy forward prices2.20.8
Other comprehensive income
10% increase in energy forward prices(33.2)(35.8)
10% decrease in energy forward prices33.235.8
20.4 Fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception
of bond debt and senior notes held at amortised cost which have a fair value at 31 March 2019 of $1,997.8 million (31 March 2018:
$1,764.9 million) compared to a carrying value of $1,979.5 million (31 March 2018: $1,738.3 million).
The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:
2019
$Millions
2018
$Millions
Assets
Derivative financial instruments – energy170.9 107.5
Derivative financial instruments – cross currency interest rate swaps2.9 -
Derivative financial instruments – foreign exchange - -
Derivative financial instruments – interest rate0.7 2.6
174.5 110.1
Split as follows:
Current 17.8 2.9
Non-current 156.7 107.2
174.5 110.1
Liabilities
Derivative financial instruments – energy35.2 27.3
Derivative financial instruments – cross currency interest rate swaps - 6.2
Derivative financial instruments – foreign exchange - -
Derivative financial instruments – interest rate82.3 33.1
117.5 66.6
Split as follows:
Current 32.2 27.6
Non-current 85.3 39.0
117.5 66.6
99
Estimation of fair values
The fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are
determined with reference to quoted market prices.
• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.
• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made
of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.
Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key
types of variables used by the valuation techniques are:
• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and
• discount rates.
Valuation inputSource
Interest rate forward price curvePublished market swap rates
Foreign exchange forward pricesPublished spot foreign exchange rates
Electricity forward price curveMarket quoted prices where available and management's best
estimate based on its view of the long run marginal cost of new
generation where no market quoted prices are available
Discount rate for valuing interest rate derivativesPublished market interest rates as applicable to the remaining
life of the instrument
Discount rate for valuing forward foreign exchange contractsPublished market rates as applicable to the remaining life
of the instrument
Discount rate for valuing electricity price derivativesAssumed counterparty cost of funds ranging from 3.1% to 4.1%
(31 March 2018: 3.1% to 3.5%)
The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect
of these variables that could be used in estimating the fair value of these derivatives. Maximum use is made of observable market data
when selecting variables and developing assumptions for the valuation techniques.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (level 2)
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3)
The following tables present the Group’s financial assets and liabilities that are measured at fair value.
31 March 2019
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
Total
$Millions
Assets per the statement of financial position
Derivative financial instruments – energy - 0.3 170.6 170.9
Derivative financial instruments – cross currency interest rate swaps - 2.9 - 2.9
Derivative financial instruments – foreign exchange - - - -
Derivative financial instruments – interest rate - 0.7 - 0.7
To ta l-3.9 170.6 174.5
Liabilities per the statement of financial position
Derivative financial instruments – energy - 8.1 27.1 35.2
Derivative financial instruments – cross currency interest rate swaps - - - -
Derivative financial instruments – foreign exchange - - - -
Derivative financial instruments – interest rate - 82.3 - 82.3
To ta l-90.4 27.1 117.5
100
31 March 2018
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
Total
$Millions
Assets per the statement of financial position
Derivative financial instruments – energy - - 107.5 107.5
Derivative financial instruments – cross currency interest rate swaps - - - -
Derivative financial instruments – foreign exchange - - - -
Derivative financial instruments – interest rate - 2.6 - 2.6
To ta l-2.6 107.5 110.1
Liabilities per the statement of financial position
Derivative financial instruments – energy - - 27.3 27.3
Derivative financial instruments – cross currency interest rate swaps - 6.2 - 6.2
Derivative financial instruments – foreign exchange - - - -
Derivative financial instruments – interest rate - 33.1 - 33.1
To ta l-39.3 27.3 66.6
There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair
value hierarchy during the year ended 31 March 2019 (31 March 2018: none).
The following table reconciles the movements in level 3 Electricity price derivatives that are classified within level 3 of the fair value
hierarchy because the assumed location factors which are used to adjust the forward price path are unobservable.
2019
$Millions
2018
$Millions
Assets per the statement of financial position
Opening balance107.5 101.8
Foreign exchange movement on opening balance(2.3)(2.7)
Acquired as part of business combination - -
Gains and (losses) recognised in profit or loss11.78.1
Gains and (losses) recognised in other comprehensive income53.70.3
Closing balance170.6107.5
Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year53.410.2
Liabilities per the statement of financial position
Opening balance27.3 48.2
Foreign exchange movement on opening balance(0.2) -
Acquired as part of business combination - -
(Gains) and losses recognised in profit or loss(4.1)(17.8)
(Gains) and losses recognised in other comprehensive income4.1(3.1)
Sold as part of the disposal of a subsidiary - -
Closing balance27.127.3
Total gains or (losses) for the year included in profit or loss for liabilities held at the end of the reporting year(3.9)(15.2)
Settlements during the year24.94.4
101
20.5 Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group
has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities which
include reviewing management practices in relation to identification and management of significant business risk areas and regulatory
compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and Boards
throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is given to
strategic risks that could affect the Group. Management report to the Audit and Risk Committee and the Board on the relevant risks and
the controls and treatments for those risks.
20.6 Capital Management
The Group’s capital includes share capital, reserves, retained earnings and non-controlling interests of the Group. From time to time the
Group purchases its own shares on the market with the timing of these purchases dependent on market prices, an assessment of value
for shareholders and an available window to trade on the NZX. Primarily the shares are intended to be held as treasury stock and may
be reissued under the Dividend Reinvestment Plan or cancelled. During the year the Group bought back no shares (2018: 775,000). The
Company and the Group’s borrowings are subject to certain compliance ratios in accordance with the facility agreements or the trust
deed applicable to the borrowings.
The Group seeks to ensure that no more than 25% of its non-bank debt is maturing in any one year period, and to spread the maturities
of its bank debt facilities between one and five years. Discussions on refinancing of facilities will normally commence at least six months
before maturity. Facilities are maintained with AA- (2018: AA-) or above rated financial institutions, and with a minimum number of bank
counterparties to ensure diversification. The Group manages its interest rate profile so as to minimise value volatility. This means having
interest costs fixed for extended terms. At times when long rates appear to be sustainably high, the profile may be shortened, and when
rates are low the profile may be lengthened.
21 Leases
The Group has receivables from operating leases relating to the lease of premises. These receivables expire as follows:
2019
$Millions
2018
$Millions
Operating lease receivables as lessor
Between 0 to 1 year 19.3 20.5
Between 1 to 2 years17.1 16.4
Between 2 to 5 years32.3 38.9
More than 5 years5.5 8.1
74.2 83.9
The Group has commitments under operating leases relating to the lease of premises and the hire of plant and equipment. These
commitments expire as follows:
2019
$Millions
2018
$Millions
Operating lease commitments as lessee
Between 0 to 1 year 8.8 13.4
Between 1 to 2 years8.2 13.6
Between 2 to 5 years19.6 33.9
More than 5 years66.6 65.1
103.2 126.0
102
22 Capital commitments
2019
$Millions
2018
$Millions
Committed but not contracted for 37.2 35.1
Contracted but not provided for544.1 79.3
Capital commitments581.3 114.4
Capital commitments associated with the Dundonnell Wind Farm total A$470.1 million as at 31 March 2019. See note 7 for Infratil’s
commitments to ASIP and Clearvision Ventures.
23 Power purchase arrangements adjustment
Australian Power Purchase Arrangements (‘PPAs’) are entered into with third parties (electricity retailers) by Tilt Renewables (‘Tilt’) in order to
ensure it can continue to sell electricity at predetermined prices. Historically, Tilt had determined that PPA agreements were operating
leases and recognised the fixed price income as it was generated. Tilt had historically concluded that all PPAs were supply contracts for
the delivery of electricity as the contracts required physical delivery of the products and the view that the Australian Electricity Market
Operator (‘AEMO’) was a market clearing house that is used to settle such arrangements.
Whilst the accounting standards that outline the measurement and presentation requirements to be applied to PPAs have not changed
with the implementation of NZ IFRS 9, there has been a review of the accounting treatment for these contracts since the year ended 31
March 2018. The Australian electricity PPA’s require net settlement due to the structure of the electricity market, and it has been concluded
that the net payment made to, or received from the third party should be accounted for as a derivative financial instrument. As a result,
Tilt has determined the fair value of these arrangements and recognised a derivative asset or liability at each reporting date. This change
in accounting treatment has been reflected in both the current and comparative periods. This change is not applicable to the Group’s
New Zealand PPAs as these are not net settled and the energy market is structured differently.
Tilt has also identified that the relationship between the PPAs and the entity’s exposure to fluctuating energy prices meets the criteria as
a qualifying hedge relationship. On a prospective basis, the Group will apply hedge accounting to the PPAs entered into with third parties.
The Group has restated each of the affected financial statement line items for the prior year, as detailed below.
Impact on equity (increase/(decrease))
31 March 2018
As reported
$Millions
Adjustment
$Millions
Restated balance
$Millions
Derivative assets – non-current3.0 104.2 107.2
Property, plant and equipment4,808.9 (86.0)4,722.9
Total assets6,621.6 18.2 6,639.8
Derivative liabilities – current12.7 14.9 27.6
Derivative liabilities – non-current39.0 -39.0
Deferred tax liabilities510.0 1.0 511.0
Total liabilities3,488.9 15.9 3,504.8
Revaluation reserve830.9 (32.7)798.2
Retained earnings784.6 33.9 818.5
Non-controlling interest1,198.3 1.1 1,199.4
Net impact on equity3,132.7 2.3 3,135.0
Impact on income statement (increase/(decrease))
31 March 2018
As reported
$Millions
Adjustment
$Millions
Restated balance
$Millions
Depreciation176.8(3.3)173.5
Net gain/(loss) on foreign exchange and derivatives7.827.1 34.9
Income tax expense52.29.1 61.3
103
Impact on opening balances (increase/(decrease))
31 March 2017
As reported
$Millions
Adjustment
$Millions
Restated balance
$Millions
Derivative assets – non-current8.3 95.9 104.2
Property, plant and equipment4,900.5 (64.5)4,836.0
Total assets6,796.7 31.5 6,828.2
Derivative liabilities – current9.5 27.4 36.9
Derivative liabilities – non-current53.2 4.0 57.2
Deferred tax liabilities536.7 -536.7
Total liabilities3,655.8 31.5 3,687.3
Revaluation reserve810.1 (23.0)787.1
Retained earnings789.1 23.0 812.1
Non-controlling interest1,182.6 -1,182.6
Net impact on equity3,140.9 -3,140.9
The change did not have an impact on OCI for the year or the Group’s operating, investing and financing cash flows.
As the Group has not historically hedge accounted for the Australian PPAs, the initial recognition of the derivative value as at
31 March 2017 is required to be amortised through profit and loss over the life of the PPA. Any movements in the PPA derivative
value after 1 April 2018 will be assessed for effectiveness and the effective portion taken through Other Comprehensive Income
to the cash flow hedge reserve removing the ongoing volatility within the profit and loss.
24 Reconciliation of net surplus with cash flow from operating activities
2019
$Millions
2018
$Millions
Net surplus for the year52.4 160.5
(Add)/Less items classified as investing activity:
(Gain)/Loss on investment realisations and impairments36.7 5.3
Add items not involving cash flows:
Movement in financial derivatives taken to the profit or loss(0.3)(26.5)
Decrease in deferred tax liability excluding transfers to reserves34.3 (4.9)
Changes in fair value of investment properties(4.8)(18.0)
Equity accounted earnings of associate net of distributions received(67.0)(13.7)
Depreciation171.7 173.5
Movement in provision for bad debts2.2 3.7
Amortisation of intangibles16.5 17.0
Other5.6 9.7
Movements in working capital:
Change in receivables(83.4)(25.8)
Change in inventories0.2 (1.5)
Change in trade payables5.7 21.9
Change in accruals and other liabilities129.87.7
Change in current and deferred taxation(22.7)(13.1)
Net cash flow from operating activities276.9295.8
104
25 Key management personnel disclosures
Key management personnel have been defined as the Chief Executives and direct reports for the Group’s operating subsidiaries
(excluding non-executive Directors).
2019
$Millions
2018
$Millions
Key management personnel remuneration comprised:
Short-term employee benefits 14.3 11.6
Post employment benefits - -
Termination benefits - -
Other long-term benefits 0.7 0.3
Share based payments3.2 4.5
18.2 16.4
Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $3.7 million (2018: $3.4 million).
26 Employee share schemes
Infratil Staff Share Purchase Scheme
In 2008 Infratil commenced a staff share purchase scheme (‘the Staff Share Scheme’). Under the Staff Share Scheme participating
employees have a beneficial title to the ordinary shares, which are held by a trustee company. Staff are provided a loan in respect of
the shares which is repayable over a period of three years. Upon repayment of the loan and three years’ service by the participating
employee, the ordinary shares will transfer from the trustee company to the participating employee, and the shares become
unrestricted. Other than in exceptional circumstances, the length of the retention period before the shares vest is three years during
which time the ordinary shares cannot be sold or disposed of.
During the year 47,770 shares were transferred to employees under the scheme (2018: 42,091 shares).
Infratil Executive Redeemable Share Scheme
From time to time selected key eligible executives and senior managers of Infratil and certain of its subsidiaries are invited to participate
in the Infratil Executive Redeemable Share Scheme (‘Executive Scheme’) to acquire Executive Redeemable Shares (‘Executive Shares’).
The Executive Shares have certain rights and conditions and cannot be traded and do not convert to ordinary shares until those
conditions have been met. The Executive Shares confer no rights to receive dividends or other distributions or to vote. Executive Shares
may be issued which will convert to ordinary shares after three years (other than in defined circumstances) provided that the issue price
has been fully paid and vesting conditions have been met. The vesting conditions include share performance hurdles with minimum
future share price targets which need to be achieved over the specified period. The number of shares that “vest” (or LTI bonus paid) is
based on the share price performance over the relevant period of the Infratil ordinary shares. If the executive is still employed by the
Group at the end of the specified period, provided the share performance hurdles are met the executive receives a long-term incentive
bonus (‘LTI’) which must be used to repay the outstanding issue price of the Executive Shares and the Executive Shares are then
converted to fully paid ordinary shares of Infratil.
No new Infratil Executive Redeemable Shares were granted during the current or prior year. On 17 June 2016, 528,000 Infratil Executive
Redeemable Shares were granted at a price of $3.3107, the volume weighted average market price over the 20 business days
immediately preceding the date on which the shares were issued to each executive. One cent per Executive Share was paid up in cash
by the executive with the balance of the issue price payable when the executive becomes eligible to receive the long-term incentive
bonus. The Determination Date for the 2016 Scheme is 17 June 2019.
Executive redeemable shares
2019 2018
Balance at the beginning of the year 433,000 990,500
Shares issued - -
Shares converted to ordinary shares - -
Shares cancelled - (557,500)
Balance at end of year 433,000 433,000
105
27 Related parties
Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of
business. A number of key management personnel are also Directors of Group subsidiary companies and associates.
Morrison & Co Infrastructure Management Limited (‘MCIM’) is the management company for the Company and receives management
fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership
(‘MCO’). Mr Bogoievski is a director of Infratil and is a director and Chief Executive Officer of MCO. Entities associated with Mr Bogoievski
also have beneficial interests in MCO.
Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:
Note
2019
$Millions
2018
$Millions
Management fees2824.9 22.1
International Portfolio Incentive fee29102.6 -
Executive secondment and consulting - -
Directors fees2.2 2.1
Financial management, accounting, treasury, compliance and administrative services1.4 1.4
Risk management reporting - -
Investment banking services1.2 1.2
Total management and other fees132.3 26.8
The above table includes $1.5 million paid by discontinued operations in the year ended 31 March 2019 (2018: $1.3 million).
At 31 March 2019 amounts owing to MCIM of $3.6 million (excluding GST) are included in trade creditors (2018: $2.5 million).
On 8 May 2017 the Company obtained a standing waiver from NZSX Listing Rule 9.2.1. The effect of the waiver is to waive the requirement
for Infratil to obtain an Ordinary Resolution from shareholders to enter into a Material Transaction with a Related Party to the extent
required to allow Infratil to enter into transactions with co-investors that have also engaged an entity related to H.R.L. Morrison & Co
Group LP for investment management or advisory services. The waiver is provided on the conditions specified in paragraph 2 of the waiver
decision, which is available on Infratil’s website: www.infratil.com/for-investors/announcements. As yet, no transaction has been entered
into in reliance on this waiver.
MCO, or Employees of MCO received directors fees from the Company’s subsidiaries or associated companies as follows:
2019
$000’s
2018
$000’s
CDC Group Holdings Pty Ltd160.7 234.9
Cullinan Holding Trust (ANU Student Accommodation)53.6 89.6
Infratil Infrastructure Property Limited60.0 60.0
New Lynn Central Limited Partnership - -
New Zealand Bus Limited175.5 175.5
Longroad Energy Holdings, LLC168.9 74.6
Perth Energy Pty Limited181.9 163.5
RA (Holdings) 2014 Pty Limited235.7 238.1
Snapper Services Limited49.2 37.8
Tilt Renewables Limited407.1 400.5
Trustpower Limited289.3 263.0
Wellington International Airport Limited329.3 287.5
2,111.2 2,025.0
106
28 Management fee to Morrison & Co Infrastructure Management Limited
The management fee to MCIM comprises a number of different components:
A New Zealand base management fee is paid on the ‘New Zealand Company Value’ at the rates of 1.125% per annum on New Zealand
Company value up to $50 million, 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and
0.80% per annum on the New Zealand Company Value above $150 million. The New Zealand Company Value is:
• the Company’s market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company’s
listed securities, being ordinary shares, partly paid shares and, Infratil Infrastructure bonds);
• plus the Company and its wholly owned subsidiaries’ net debt (excluding listed debt securities and the book value of the debt in any
non-Australasian investments);
• minus the cost price of any non-Australasian investments; and,
• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.
An international fund management fee is paid at the rate of 1.50% per annum on:
• the cost price of any non-Australasian investments; and,
• the book value of the debt in any wholly owned non-Australasian investments.
29 International Portfolio Incentive fee
International Investments are eligible for International Portfolio Incentive fees (‘Incentive fees’) under the Management Agreement
between MCIM and Infratil. The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of
12% per annum in three separate areas:
• Initial Incentive fees;
• Annual Incentive fees; and,
• Realised Incentive fees.
All investments that are acquired in any one financial year are grouped together for the purposes of the Initial Incentive fee, and an
Initial Incentive fee is payable at 20% of the outperformance of these assets against a benchmark of 12% p.a. after tax, compounding.
The investments in ANU Purpose Built Student Accommodation, Canberra Data Centres and Longroad Energy, and the demerger of
Tilt Renewables (from Trustpower) all occurred in the 2017 financial year and were therefore eligible for the International Portfolio Initial
Incentive fee assessment as at 31 March 2019.
Based on independent valuations obtained as at 31 March 2019 for these International Investments, an Initial Incentive Fee of
$102.6 million is payable to MCIM, allocated as follows:
2019
$Millions
Tilt Renewables2.5
Canberra Data Centres65.3
Longroad Energy21.2
ANU Student Accommodation13.6
102.6
None of the Group’s other International Investments met the performance hurdles for either the Annual Incentive fee or the Realised
Incentive fee.
30 Contingent liabilities and legal matters
The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed
of Negative Pledge, Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.
The Perth Energy group has issued bank guarantees of A$23.1 million to satisfy the prudential requirements from suppliers and the
Australian Energy Market Operator.
Perth Energy’s A$41.6 million secured bank facility and certain other indebtedness between the Perth Energy Holdings Group and
financiers has been guaranteed by Infratil Finance Limited.
107
31 Events after balance date
Acquisition of Vodafone New Zealand
On 14 May 2019, Infratil announced the 49.9% acquisition of Vodafone New Zealand Limited (‘Vodafone NZ’). A consortium comprising
Infratil and Brookfield Asset Management Inc. (‘Brookfield’) have executed a conditional agreement to acquire Vodafone NZ from
Vodafone Group Plc for an enterprise value of $3.4 billion. The $3.4 billion purchase price is to be funded via a $1,029 million equity
contribution from each of Infratil and Brookfield, with the balance funded from Vodafone NZ level debt and a portion of equity reserved
for the Vodafone NZ executive team.
Infratil’s equity contribution is expected to be funded via a fully underwritten equity raising of up to NZ$400 million, with the remainder
to be funded through a combination of NZ$400 million of debt from a committed acquisition debt facility and the use of existing debt
facility headroom.
Completion is conditional on Overseas Investment Office approvals and Commerce Commission clearance. Infratil anticipates that
these conditions will be satisfied by August, and completion will occur by 31 August 2019.
ANU Student Accommodation concession sale
On 14 May 2019, Infratil announced that the conditions to sale of the ANU Student Accommodation concession (‘ANU’) have been
satisfied. Infratil advised that it has received all counterparty consents for the sale of its 50% interest in ANU to funds controlled by
AMP Capital, originally announced on 1 April 2019. Completion of the transaction is expected to occur on 20 May 2019 and Infratil
expects to receive cash proceeds of approximately A$162 million.
Dividend
On 16 May 2019, the Directors approved a partially imputed final dividend of 11.0 cents per share to holders of fully paid ordinary
shares to be paid on 27June 2019.
108
© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
Independent Auditor’s Report
To the shareholders of Infratil Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of Infratil Limited (the company)
and its subsidiaries (the group) on pages 60 to 107:
i.present fairly in all material respects the group’s
financial position as at 31 March 2019 and its
financial performance and cash flows for the year
ended on that date; and
ii.comply with New Zealand Equivalents to
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
—the consolidated statement of financial position
as at 31 March 2019;
—the consolidated statements of comprehensive
income, changes in equity and cash flows for the
year then ended; and
—notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics
for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation services, audit of regulatory
disclosures, other assurance engagements and due diligence services. Subject to certain restrictions, partners and
employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities
of the business of the group. These matters have not impaired our independence as auditor of the group. The firm
has no other relationship with, or interest in, the group.
Scoping
The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the
consolidated financial statements as a whole, taking into account the structure of the group, the significance and
risk profile of each investment it owns, the group’s accounting processes and controls, and the industry in which
the investments operate.
109
In establishing the overall approach to the group audit, we determined the type of work that needed to be
performed at the component level by us, as the group engagement team, or component auditors operating under
our instruction. A full scope audit was performed on the most significant investments for the group using
component materialities which were lower than group materiality. The component materiality took into account
the size and the risk profile of each component.
Where the work was performed by component auditors, we determined the level of involvement we needed to
have in the audit work at those investments to be able to conclude whether sufficient appropriate audit evidence
had been obtained as a basis for our opinion on the group financial statements as a whole. We kept in regular
communication with component audit teams throughout the year with phone calls, discussions and written
instructions and ensured that the component audit teams had the appropriate skills and competencies which are
needed for the audit. We reviewed the work undertaken by component auditors in order to ensure the quality and
adequacy of their work.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $16 million, determined with reference to a benchmark of group total assets. We chose
total assets given the asset intensive nature of the group’s underlying investments and that this is a more stable
and relevant measure than a profit measure. Materiality represents 0.25% of the selected benchmark.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the
purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express
discrete opinions on separate elements of the consolidated financial statements
The key audit matter How the matter was addressed in our audit
Valuation of Property, Plant and Equipment
As disclosed in note 13 of the financial statements, the group has property, plant and equipment of $4,202
million (2018: $4,468 million), with renewable generation assets, land and civil works and buildings making up
the majority of this balance. The group has a policy of recording classes of property, plant and equipment at
cost less accumulated depreciation, or at valuation, with valuations undertaken at least every 5 years.
Renewable generation assets ($2,885 million)
Valuation of renewable generation assets is
considered to be a key audit matter due to both its
magnitude and the judgement involved in the
assessment of the fair value of these assets by the
group’s Directors. The judgement relates to the
valuation methodology used and the assumptions
included within that methodology. Renewable
generation assets include both hydro and wind
generation assets.
Our procedures over the renewable generation asset
valuations included:
—Comparing the forward electricity price path used in
the independent valuation to current externally
derived market data;
—Using valuation specialists to assess the
appropriateness of the discount rate applied to the
110
The key audit matter How the matter was addressed in our audit
The Group’s hydro generation assets carrying value is
$1,862 million as at 31 March 2019 and an
independent valuation was carried out as at 31 March
2019. The wind generation assets carrying value as at
31 March 2019 is $1,023 million. An out of cycle
revaluation assessment was carried out during the
year due to a decrease in the long term forecast
Australian Large Generation Credits and electricity
prices.
The assumptions included in the valuations that have
the largest impact on fair value are:
—New Zealand and Australian electricity forward
price path forecasts;
—Future generation volumes in New Zealand and
Australia;
—Discount rates applied to the estimated future
cash flows to determine a present day value; and
—Forecast costs of operating the generation
schemes.
estimated future cash flows by comparing this to
rates used by other market participants;
—Comparing forecast generation volumes and
operating costs assumed in the independent
valuation against actual realised volumes and
operating costs incurred in the year to 31 March
2019; and
—Giving specific consideration to the Electricity
Authority proposal on Avoided Cost of Transmission
and its impact on the fair value of hydro generation
assets.
Land and civil works ($562.8 million) and Buildings
($538 million).
Valuation of land and civil works and buildings,
specifically in relation to airport assets, is considered
to be a key audit matter due to the magnitude and
judgement involved in the assessment of the fair
value of these assets by the group’s Directors. The
judgement relates to the valuation methodologies
used and the assumptions included in each of those
methodologies.
The last independent valuation of land and buildings
was carried out as at 31 March 2018 and the last
independent valuation of civil works was carried out
as at 31 March 2016. The assumptions that have the
largest impact on the valuations are:
—The potential value of the airport land if there was
no airport on the site, primarily driven by
weighted average cost of capital;
—The replacement cost of buildings including the
main terminal building;
—The replacement cost of civil assets including the
runway, taxiways and roads; and
—The estimated future cash flows and expected
rate of return from the vehicle assets.
Our procedures to assess the land and civil works and
buildings valuations included, amongst others:
—Utilising valuation specialists to assess the
changes in key judgemental assumptions which
have the largest impact on the valuation. This
included assessing:
—changes to the weighted average cost of
capital against observable market data;
—changes in the value of underlying land prices
with reference to observable market
transactions and relevant indices;
—changes in the cost of buildings and civil
assets; and
—the future cash flows against approved
budgets and historical financial performance;
—Comparing the valuation methodologies used by
the valuer for the group, to the valuation
methodologies used by other airports within New
Zealand for comparability.
111
The key audit matter How the matter was addressed in our audit
Management have applied judgement in determining
that there were no significant changes to those
assumptions which would warrant performing a full
revaluation at 31 March 2019.
Carrying value of investment in associates
The carrying value of the group’s investment in
associates as at 31 March 2019 was $857 million.
Investments in associates contribute a significant
portion of the group’s net surplus and total assets.
Given the significance of these investments to the
group, we consider this to be a key audit matter.
A key focus of our attention was on the Canberra
Data Centres (CDC) investment due to its size ($555
million), comprising over 60% of the group’s total
investment in associates.
Our procedures performed to assess the carrying value
of associates included, amongst others:
—Recalculating the share of profit from equity
accounted investments using investee financial
information;
—Testing a sample acquisitions made and distributions
received from associates during the year;
—Consideration of associate’s performance to date
with reference to the most recent audited financial
statements and assessment of relevant indicators of
impairment; and
—Where valuation models have been used to support
carrying value, we have utilised our valuation
specialists to consider the discount rates and cash
flow projections used within the models.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the reports of the Chief Executive and the Chair, Infratil’s Financial Performance
and Position, Infratil’s businesses, disclosures relating to strategy, corporate governance and statutory
information. Our opinion on the consolidated financial statements does not cover any other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
112
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
—the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards);
—implementing necessary internal control to enable the preparation of a consolidated set of financial statements
that is fairly presented and free from material misstatement, whether due to fraud or error; and
—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
—to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Ross Buckley.
For and on behalf of
KPMG
Wellington
16 May 2019
113
The Board is committed to undertaking its role in accordance with
internationally accepted best practice, within the context of
Infratil’s business. Infratil’s corporate governance practices have
been prepared with reference to the Financial Markets Authority’s
Corporate Governance Handbook, the requirements of the NZX
Listing Rules and the recommendations in the NZX Corporate
Governance Code (“NZX Code”).
Copies of Infratil’s key corporate governance documents, are
available on the corporate governance section of Infratil’s
website: www.infratil.com/about-us/corporate-governance/.
These include Infratil’s Constitution, the Management Agreement,
the Board and Committee Charters, the Corporate Governance
Statement (which discloses Infratil’s compliance with the NZX
Code) and key corporate governance policies.
Corporate governance structure
The Board is elected by the shareholders with overall responsibility
for the governance of Infratil, while the day to day management of
Infratil has been delegated to Morrison & Co. The respective roles
of the Board and Morrison & Co within this corporate governance
structure are summarised below.
The Board
Role of the Board
The primary role of the Board is to approve and monitor the
strategic direction of Infratil recommended by Morrison & Co and
add long-term value to Infratil’s shares, having appropriate regard
to the interests of all material stakeholders. In addition:
• The Board establishes Infratil’s objectives, overall policy
framework within which the business is conducted and confirms
strategies for achieving these objectives.
• The Board also monitors performance and ensures that
procedures are in place to provide effective internal financial
control.
• Although the day to day management of Infratil has been
delegated to Morrison & Co, Board approval is required for:
–all investments and divestments;
–Infratil’s capital management, capital structure and risk
management/appetite;
–Infratil’s portfolio management.
The Board’s role and responsibilities are set out in the Board Charter.
Board Committees
The Board has established four standing committees, and other
committees may be formed when it is efficient or necessary to
facilitate efficient decision-making or when required by law:
• Audit and Risk Committee
The Board has established this Committee to oversee financial
reporting, accounting policies, financial management, internal
control systems, risk management systems, systems for
protecting assets and compliance. The Committee also:
–keeps under review the scope and results of audit work, its
cost effectiveness and performance and the independence
and objectivity of the auditors;
–reviews the financial statements and the announcement to
the NZX and ASX of financial results; and
–receives regular reports from Morrison & Co, including
reports on financial and business performance, risk
management, financial derivative exposures and
accounting and internal control matters.
During Financial Year 2019, the Committee comprised
three independent Directors (A Gerry (Chair), M Tume and
P Springford). Manager representatives will attend meetings
to the Committee as appropriate, at the invitation of the
Committee Chair.
The Committee will meet at least quarterly to fulfil its obligations.
The Committee Chair may convene a meeting if he or she
considers one is required, and will also convene a meeting upon
request of any Committee member who considers it necessary.
The Committee’s role and responsibilities, and membership
requirements, are set out in the Audit and Risk Committee Charter.
• Nomination and Remuneration Committee
The Board has established this Committee to manage the
identification, consideration and recommendation of director
appointments to the Board, succession planning for Directors,
ensuring written agreements are in place for all Directors, the
induction programme for new Directors and recommending
remuneration for directors for consideration by shareholders.
Nominations will be put to the annual meeting in accordance
with Infratil’s constitution and the relevant legislation and listing
rules. The filling of casual vacancies must be approved by the
Board, and then approved by shareholders at the next general
meeting.
The Committee comprises three independent Directors
(M Tume (Chair), A Gerry and P Gough), with attendances by
appropriate Manager representatives.
The Committee will meet at least annually to fulfil its obligations.
The Committee Chair may convene a meeting if he or she
considers one is required, and will also convene a meeting upon
request of any Committee member who considers it necessary.
The Committee’s role and responsibilities, and membership
requirements, are set out in the Nomination and Remuneration
Committee Charter.
• Manager Engagement Committee
The Board has established the Manager Engagement
Committee to monitor Morrison & Co’s performance and
compliance with the Management Agreement.
The Board recognises that the interests of Infratil shareholders
and Morrison & Co have the potential to conflict, and that an
important role of the Board is to be aware of and assess
potential conflicts in relation to Infratil’s capital structure and
strategies adopted, and the resulting potential Morrison & Co
revenues. This Committee is also responsible for managing any
potential conflicts between the interests of Infratil shareholders
and Morrison & Co (for instance, in agreeing the terms of
governance arrangements for investment joint ventures with
other Morrison & Co clients).
The Committee must comprise solely of independent Directors
(with a minimum of three members). The Committee currently
comprises all independent Directors (M Tume (Chair), A Gerry,
P Gough, K Mactaggart, H Rolleston and P Springford).
Manager representatives do not attend meetings of the
Committee.
Corporate
Governance
114
The Committee will meet at least quarterly to fulfil its obligations.
The Committee Chair may convene a meeting if he or she
considers one is required, and will also convene a meeting upon
request of any Committee member who considers it necessary.
The Committee’s role and responsibilities, and membership
requirements, are set out in the Manager Engagement
Committee Charter.
Board membership
The number of Directors is determined by the Board, in accordance
with Infratil’s constitution, to ensure it is large enough to provide a
range of knowledge, views and experience relevant to Infratil’s
business. The composition of the Board will reflect the duties and
responsibilities it is to discharge and perform in setting Infratil’s
strategy and seeing that it is implemented. The Board Charter
requires both a majority of the Board, and the Chairman, to be
independent Directors.
The Board currently comprises seven Directors (six independent
Directors and one non-independent Director). The Board will
increase to eight Directors on 1 August 2019 (when the
appointment of an additional independent Director, Catherine
Savage, becomes effective) but will reduce to seven Directors
following the 2019 annual meeting (at which Humphry Rolleston
is retiring). The composition of the Board, experience and Board
tenure are set out below.
Mark Tume (BBS, Dip Bkg Stud)
Chairman and Independent Director
Mark Tume has been Chairman since 2013 and a director since
2007. He is Chair of RetireAustralia, Ngai Tahu Holdings Corporation
and Te Atiawa Iwi Holdings. His professional experience has been in
banking and funds management.
Marko Bogoievski (BCA, MBA, FCA)
Non-Independent Director
Marko Bogoievski is Chief Executive of Infratil and its Manager,
Morrison & Co. He joined the Infratil board in 2009. He is Chairman
of Longroad Energy and a director of Morrison & Co. He was
previously Chief Financial Officer of Telecom New Zealand and has
previously held board roles with Trustpower, Auckland Airport and
Infratil Energy Australia. Mr Bogoievski has an interest in Morrison &
Co, which has the Management Agreement with Infratil.
Alison Gerry (BMS(Hons), MAppFin)
Independent Director
Alison Gerry joined the Infratil board in 2014 and is Chair of the
Audit and Risk Committee. She is a director of Wellington
International Airport, Vero Insurance New Zealand and Chair of
Sharesies. Ms Gerry is a former director of Spark New Zealand and
has been a professional director since 2007. Previously she worked
for both corporates and for financial institutions in Australia, Asia
and London in trading, finance and risk roles.
Paul Gough (BCom(Hons))
Independent Director
Paul Gough joined the Infratil board in 2012. He is managing
partner of the UK private equity fund STAR Capital. He is a
director of several international companies in the transport,
logistics, healthcare, infrastructure and financial services sectors.
Mr Gough previously worked for Credit Suisse First Boston in
New Zealand and London.
Kirsty Mactaggart (BAcc, CA)
Independent Director
Kirsty Mactaggart joined the Infratil board in 2019. She was
most recently the Head of Equity Capital Markets, Corporate
Finance and Governance Asia for Fidelity International, and was
previously a Managing Director at Citigroup across Hong Kong
and London. She has 25 years global financial market experience
with a unique investor perspective and a focus on governance.
She is a member of Institute of Chartered Accountants of
Scotland I.C.A.S. Ms Mactaggart is originally from Scotland but is
now a New Zealand resident.
Humphry Rolleston
Independent Director
Humphry Rolleston joined the Infratil board in 2006, and will retire
from the Board at the 2019 annual meeting. He is a director of
NZX listed Property for Industry and owns private companies
involved in tourism, security, disruptive technology, manufacturing
and finance. Mr Rolleston is Chair of The Christchurch Foundation
and a Fellow of the New Zealand Institute of Directors and the
Institute of Management.
Catherine Savage (BCA, FCA)
Independent Director
Catherine Savage will join the Infratil board on 1 August 2019. She
is a highly experienced investor and director with substantial
governance experience in the investment management sector.
She is currently the Chair of the Guardians of New Zealand
Superannuation, and has previously served as the Chairperson of
the National Provident Fund, an independent director of the Todd
Family Office, Kiwibank and Pathfinder Asset Management, and
earlier led AMP Capital in New Zealand. She is Co-Chair of the
New Zealand Chapter for Women Corporate Directors, a Fellow of
Chartered Accountants Australia & New Zealand, a Fellow of The
Institute of Directors and a Fellow of INFINZ.
Peter Springford (MBA)
Independent Director
Peter Springford joined the Infratil board in 2016. He is a director
of Zespri and has extensive experience in managing companies in
Australia, New Zealand and Asia, including five years based in
Hong Kong as President of International Paper (Asia) Limited and
four years as Chief Executive Officer and Managing Director of
Carter Holt Harvey Limited. He is a chartered member of the
New Zealand Institute of Directors.
Independence
The Board Charter sets out the standards for determining whether
a Director is independent for the purposes of service on the Board
and committees. These standards reflect the requirements of the
NZX Listing Rules.
115
A Director is independent if the Board affirmatively determines
that the Director satisfies these standards. The Board has
determined that:
• All the non-executive Directors (namely, M Tume, A Gerry,
P Gough, P Springford, K Mactaggart and H Rolleston) are
independent Directors.
• C Savage will be an independent Director.
• The Chief Executive (M Bogoievski), as an employee of Morrison
& Co (and occupying a position analogous to an executive
Director), is not an independent Director.
Tenure
Directors are not appointed for fixed terms. However, the
Constitution and the NZX Listing Rules require that Directors stand
for re-election at regular intervals:
• The Constitution and the NZX Listing Rules currently require one
third (or the number nearest to one third) of the Directors
(excluding any Director appointed since the previous annual
meeting) must retire by rotation at each annual meeting. The
Directors to retire are those who have been longest in office
since their last election. Directors retiring by rotation may, if
eligible, stand for re-election). M Bogoievski, the Chief Executive,
is subject to the same rotation requirements as the other
Directors (as he is not an employee of Infratil).
• Following Infratil’s adoption of the updated NZX Listing Rules
(which will occur by 30 June 2019), all Directors will be required
to stand for re-election at the 3rd annual meeting after
appointment or after three years (whichever is longer).
A Director appointed by the Board to fill a casual vacancy must
also stand for election at the following annual meeting.
Board and committee meetings
The Board will normally hold at least six meetings in each year,
and additional Board meetings are held where necessary in order
to prioritise and respond to issues as they arise.
The Board and Committee meetings and attendance in Financial
Year 2019 are set out below:
Full
agenda
board
meetings
Limited
agenda
board
meetings
Audit
and risk
committee
Nomination
and
remuneration
committee
Manager
engagement
committee
M Tume7/75/54/42/23/3
M Bogoievski7/7 5/51/4--
A Gerry7/74/54/42/23/3
P Gough7/75/5-2/23/3
K Mactaggart
†
P M Springford7/75/53/4-3/3
HJD Rolleston7/75/5--3/3
†
Appointed 25 March 2019
Independent professional advice and training
With the approval of the Chairman, Directors are entitled to seek
independent professional advice on any aspect of the Directors’
duties, at Infratil’s expense. Directors are also encouraged to
identify and undertake training and development opportunities.
Board performance and skills
The Board, the Audit and Risk Committee and individual Directors
are subject to a performance appraisal from time to time (the
Chairman initiates a review of Board performance annually, and
an external review of the Board was conducted in Financial Year
2018). Appropriate strategies for improvement are agreed and
actioned.
The skills and capabilities of the Board are continually assessed
through the Chairman and the Board, including potential gaps in
skills and experience. Infratil has developed a Board skills matrix of
the skills and experience currently regarded as being important to
Infratil (and which is set out in the table below). The Board considers
that this mix of skills and experience is currently represented on the
Board (and this conclusion was supported by the external review of
the Board conducted in Financial Year 2018).
Skill/experience
Governance and stakeholder management
Infrastructure asset management and private markets
Financial/accounting
Capital markets and funds management
People and performance
Technology and innovation
Regulation
Marketing and consumer intelligence
Directors’ and Officers’ insurance
Infratil has arranged Directors’ and Officers’ liability insurance
covering Directors acting on behalf of Infratil. Cover is for damages,
judgements, fines, penalties, legal costs awarded and defence
costs arising from wrongful acts committed while acting for Infratil.
The types of acts that are not covered are dishonest, fraudulent,
malicious acts or omissions, wilful breach of statute or regulations
or duty to Infratil, improper use of information to the detriment of
Infratil, or breach of professional duty.
Takeover protocols
The Board has approved protocols that set out the procedure
to be followed if there is a takeover for Infratil, which reflect
the requirements of the Takeovers Code, market practice and
recommendations by the Takeovers Panel.
Morrison & Co
Role of Morrison & Co
The day to day management responsibilities have been
delegated to Morrison & Co under the Management Agreement.
The Management Agreement specifies the duties and powers of
Morrison & Co, and the management fee payable to Morrison &
Co (which is summarised in note 28 to the Financial Statements
on page 106 of this annual report).
The Board determines and agrees with Morrison & Co specific
goals and objectives, with a view to achieving the strategic goals
of Infratil. Between Board meetings, the Chairman maintains an
informal link between the Board and Morrison & Co, and is kept
informed by Morrison & Co on all important matters. The Chairman
116
is available to Morrison & Co to provide counsel and advice where
appropriate. Decisions of the Board are binding on Morrison & Co.
Morrison & Co is accountable to the Board for the achievement of
the strategic goals of Infratil. At each of its Board meetings, the
Board receives reports from or through Morrison & Co including
financial, operational and other reports and proposals.
Infratil’s management comprises people employed by Morrison
& Co (including the Chief Executive and Chief Financial Officer),
and people employed by Infratil’s subsidiaries and investee
companies.
Manager performance
A key responsibility of the Board is monitoring Morrison & Co’s
performance and compliance with the Management Agreement
(including potential conflicts between the interests of Morrison &
Co and the interests of Infratil shareholders):
• This responsibility is set out expressly in the Board Charter, and
was previously dealt with by meetings of the independent
Directors (without representatives of Morrison & Co present).
However, given the importance of this responsibility in the
context of Infratil’s business, the Board has established the
Management Engagement Committee to deal with these
matters to allow the Board to continue to discharge this
responsibility through a dedicated Board committee.
• The Board also recognises the potential for conflicts to arise in
the allocation of investment opportunities among clients of
Morrison & Co (including Infratil). Infratil has used investment
joint ventures for many years and expects to continue to do so,
and the Board encourages Morrison & Co to identify aligned
parties with which Infratil can co-invest. Accordingly, the Board
and Morrison & Co have agreed a deal allocation process so
Infratil has visibility of all investment opportunities that fit with
Infratil’s investment strategy and clear investment rights in
respect of those opportunities.
The Board initiates a review of the Management Agreement from
time to time. An external review of the management fee payable
to Morrison & Co under the Management Agreement was
conducted in Financial Year 2018 (and the key conclusions of that
were noted in the 2018 Annual Report).
Health and safety
Health and safety is managed by Infratil’s operational businesses
and Morrison & Co (rather than in aggregate at a group level),
and the Board is provided with regular health and safety reports
for those operating businesses and Morrison & Co.
Diversity
Infratil has a Diversity Policy, which applies to Infratil and its
wholly-owned subsidiaries (currently, NZ Bus and Snapper).
This policy does not apply to portfolio businesses which are not
wholly-owned subsidiaries of Infratil:
• Trustpower and Tilt Renewables (which, in aggregate, comprise
approximately 58% of Infratil’s assets and employ approximately
30% of the people employed in Infratil’s operational businesses)
have their own diversity policies for their business, which are
available on their websites:
https://www.trustpower.co.nz/
investor-centre/governance-documents
and https://www.
tiltrenewables.com/investors-landowners/governance-
documents/.
• Infratil encourages its other portfolio businesses to adopt
diversity policies which are appropriate for their businesses.
The Infratil Diversity Policy recognises the value of diversity of
thought at all levels of the business, in an inclusive environment, is
recognised as beneficial to decision making, improving and
increasing corporate and shareholder value, enhancing talent
recruitment and retention, increasing employee satisfaction and
enhancing the probability of achieving Infratil’s objectives
(“Principle”). Infratil ensures that it has (and encourages other
wholly-owned subsidiaries to have) strategies, initiatives and
practices to promote behaviours and processes that are consistent
with the Principle. Infratil recognises that these strategies, initiatives
and practices will be different for each wholly-owned subsidiary
depending on its specific business requirements and accordingly
it believes that it is better to engage with each wholly-owned
subsidiary on diversity rather than impose specific objectives on
each company. For the same reason, the Infratil Diversity Policy
does not include measurable objectives, as the appropriate
measurable objectives will be different for each portfolio business
(and Trustpower and Tilt Renewables have set, and report in their
Annual Reports on, gender diversity objectives as part of their
diversity policies).
Management monitors, reviews and reports to the Board on
Infratil’s progress under this Policy.
At 31 March 2019, the Infratil Board consisted of five male Directors
and two female Directors (31 March 2018: five male Directors
and one female Director) and, following the 2019 annual meeting,
the Infratil Board will consist of four male Directors and three
female Directors.
The following tables provide the proportion of women employees
in the organisation, women in senior executive positions and
women on the Board (senior executives are defined as a CEO or
CEO direct report, or a position that effectively carries executive
responsibilities):
2019 PositionNumberProportion
FemaleMaleFemaleMale
Board
1
2529%71%
Senior
Executive
Positions
2, 3
166520%80%
Organisation1,1682,28234%66%
2018 PositionNumberProportion
FemaleMaleFemaleMale
Board
1
1517%83%
Senior
Executive
Positions
2, 3
196124%76%
Organisation1,0912,39131%69%
1. Following the 2019 annual meeting, this will change to 3 female
Directors (43%) and four male Directors (57%).
2. Senior Executive Positions include Morrison & Co.
3. The gender proportions of Senior Executive Positions (Infratil Group
excluding associates) was 10 female executives (25%) and 30 male
executives (75%) in 2019 and 10 female executives (24%) and
31 male executives (76%) in 2018.
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Risk management
Risk management and compliance
The Audit and Risk Committee is responsible for ensuring that
Infratil has an effective risk management framework to identify,
treat and monitor key business risks and regulatory compliance,
and also reviews management practices in these areas. Formal
systems have been introduced for regular reporting to the Board
on business risk, including impacts and mitigation strategies and
compliance matters.
Morrison & Co (via the Chief Executive and Chief Financial Officer)
is required to, and has confirmed to the Audit and Risk Committee
and the Board in writing that, in their opinion:
• Financial records have been properly maintained and Infratil’s
financial statements present a true and fair view, in all material
respects, of Infratil’s financial condition, and operating results
are in accordance with relevant accounting standards;
• The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice and
comply with International Financial Reporting Standards and
other applicable financial reporting standards for profit-
oriented entities;
• This opinion has been formed on the basis of a sound system
of risk management and internal control which is operating
effectively; and
• That system of risk management and internal control is
appropriate and effective internal controls and risk management
practices are in place to safeguard and protect Infratil’s assets,
to identify, assess, monitor and manage risk, and identify material
changes to Infratil’s risk profile.
Internal financial control
The Board has overall responsibility for Infratil’s system of internal
financial control. Infratil does not have a separate internal audit
function, however the Board has established procedures and
policies that are designed to provide effective internal financial
control:
• Annual budgets, forecasts and reports on the strategic direction
of Infratil are prepared regularly and reviewed and agreed by
the Board.
• Financial and business performance reports are prepared
monthly and reviewed by the Board throughout the year to
monitor performance against financial and non-financial
targets and strategic objectives.
External auditor
The Audit and Risk Committee is also responsible for the selection
and appointment of the external auditor (which is included within
the External Audit Relationship section of the Audit and Risk
Committee Charter), and ensuring that the external auditor or
lead audit partner is changed at least every five years.
Going concern
After reviewing the current results and detailed forecasts, taking
into account available credit facilities and making further
enquiries as considered appropriate, the Directors are satisfied
that Infratil has adequate resources to enable it to continue in
business for the foreseeable future. For this reason, the Directors
believe it is appropriate to adopt the going concern basis in
preparing the financial statements.
Reporting and disclosure
Disclosure
Infratil is committed to promoting investor confidence by providing
forthright, timely, accurate, complete and equal access to
information, and to providing comprehensive continuous disclosure
to shareholders and other stakeholders, in compliance with the NZX
Listing Rules. This commitment is reflected in Infratil’s Disclosure and
Communications Policy. Under this policy:
• All shareholder communications and market releases are
subject to review by Morrison & Co (including Chief Executive,
Chief Financial Officer and legal counsel), and information is
only released after proper review and reasonable inquiry.
• Full year and half year results releases are approved by the
Audit and Risk Committee and by the Board.
Shareholder and other stakeholder communications
Infratil aims to communicate effectively, give ready access to
balanced and understandable information about the Infratil
group and corporate proposals and make it easy to participate in
general meetings. Infratil seeks to ensure its shareholders are
appropriately informed on its operations and results, with the
delivery of timely and focused communication, and the holding of
shareholder meetings in a manner conducive to achieving
shareholder participation. To ensure shareholders and other
stakeholders have access to relevant information Infratil:
• holds regular investor road shows and an annual investor day,
and sends interested parties the dates and invitations to
attend;
• sends security holders its annual and half year review, which is a
summary of Infratil’s operating and financial performance for
the relevant period, and periodic operational updates;
• ensures its website contains media releases, full year and half
year financial information and presentations, current and past
annual reports, Infratil bond documents, dividend histories,
notices of meeting, details of Directors and Morrison & Co, a list
of shareholders’ frequently asked questions and other
information about Infratil;
• makes available printed half year and annual reports and
encourages shareholders to access these documents on the
website and to receive advice of their availability by email;
• publishes press releases on issues/events that may have
material information content that could impact on the price of
its traded securities and sends email updates to interested
stakeholders;
• webcasts its half year and full year results so that a wide group
of interested parties can review and participate in discussions
on performance, and advises interested parties of the dates
and how to participate in the webcast; and
• provides additional explanatory information where
circumstances require.
Shareholder meetings are generally held in a location and at a time
which is intended to maximise participation by shareholders.
Meetings are typically alternated between Wellington, Auckland
and Christchurch. Full participation of shareholders at the annual
meeting is encouraged to ensure a high level of accountability and
identification with Infratil’s strategies and goals. Shareholders have
the opportunity to submit questions prior to each meeting and
Morrison & Co, senior management of subsidiary companies and
auditors are present to assist in and provide answers to questions
118
raised by shareholders. There is also an opportunity for informal
discussion with Directors, Morrison & Co and senior management
for a period after the meeting concludes.
Infratil supports the efforts of the New Zealand Shareholders’
Association (“NZSA”) to raise the quality of relations between
public companies and their shareholders. Shareholders wishing to
learn more about the NZSA can find information on its website
(http://www.nzshareholders.co.nz). While Infratil supports the
general aims and objectives of the NZSA, its specific actions and
views are not necessarily endorsed by Infratil, or representative of
Infratil’s view.
Ethical behaviour
Code of Conduct and Ethics Policy
Infratil has always required the highest standards of honesty and
integrity from its Directors, Manager and employees, and this
commitment is reflected in Infratil’s Ethics and Code of Conduct
Policy. The policy recognises Infratil’s commitment to maintaining
the highest standards of integrity and its legal and other
obligations to all legitimate stakeholders, and applies to Directors,
Morrison & Co and all employees.
The policy sets the ethical and behavioural standards and
professional conduct for which Directors, Morrison & Co and
employees of Infratil and its subsidiaries are expected to conduct
their work life. Infratil has communicated the policy to employees
and provided training on it, and failure to follow the standards
provided in this Code will result in the appropriate staff or other
performance management practices being invoked and may lead
to disciplinary action (including dismissal).
Financial Products Trading Policy
Infratil has a financial products trading policy applicable to
Directors, Morrison & Co and all employees of Infratil and its
subsidiaries who intend to trade in Infratil Financial Products
(which includes quoted financial products issued by Trustpower,
Tilt Renewables and WIAL, in addition to those issued by Infratil).
All trading in Infratil Financial Products by Directors, Morrison & Co
and employees of Infratil and its subsidiaries must comply with this
policy. The policy includes a fundamental prohibition on insider
trading and obligations of confidentiality when dealing with
material information. The policy also requires Directors, Morrison &
Co and other employees who have, or may have, access to market
sensitive information to obtain consent prior to trading (although
these obligations do not apply to employees of Trustpower or
Tilt Renewables, which as separate listed companies have their
own procedures for dealing with insider trading).
Investment strategy
Infratil’s investments are long-term, and its objective is to deliver
above average returns to shareholders over the long-term. The
first part of this goal is to position Infratil in sectors where there will
be opportunities to invest capital to meet customer and community
needs. The second part is to make sure that Infratil’s businesses
meet those needs with value-for-money services and facilities.
Infratil will invest where it has expertise, or can partner
with expertise, and where it can influence the strategic
and operational directions of the companies it invests in.
Further information is available on Infratil’s website:
www.infratil.com/about-us/strategy/.
Responsible investment
As an infrastructure investor, Infratil has a special opportunity to
contribute to society’s greatest long-term challenges. Infratil
recognises that environmental, social and governance (“ESG”)
issues can be value accretive and, accordingly, ESG issues are
central to Infratil’s investment strategy and asset management
processes.
The Board recognises that investors are increasingly interested to
understand how these risks are viewed at the Infratil group level.
Infratil’s current approach to policies for, and reporting on, ESG
issues is summarised below. However, the Board is considering
ways to provide better visibility of ESG themes for Infratil,
including:
• considering the appropriateness for Infratil of internationally
recognised ESG reporting frameworks (e.g. the Sustainable
Stock Exchange Initiative);
• how to provide appropriate visibility of ESG themes in aggregate
at a group level, acknowledging that the ESG issues vary across
Infratil’s operating businesses and, therefore, those operating
businesses will generally be primarily responsible for considering,
managing and reporting on the ESG issues affecting their
businesses (although Morrison & Co has ongoing responsibility, on
Infratil’s behalf as an owner of those businesses, for ensuring that
these ESG issues are considered, managed and reported on by
the operating businesses);
• considering how to reflect Infratil’s varying level of influence as
an owner of the operating businesses in relation to ESG issues,
two of which (Trustpower and Tilt Renewables) are separately
listed companies and others of which (e.g. RetireAustralia) are
joint ventures.
Infratil will engage with the operating businesses on ESG issues and
with key stakeholders on reporting of these issues, and expects to
provide further reporting on this in the next annual report.
Responsible Investment Policy
Infratil believes that a long-term orientation is fundamental to the
operational management of assets, and there is a strong sense of
duty, awareness of responsibilities and stewardship (kaitiakitanga)
that goes beyond the financial aspects of the investment process.
Sustainable investment is a key part of Infratil’s purpose, values
and vision, and is embedded in the way Infratil and Morrison & Co
operate. Morrison & Co has also been a signatory to the UN
Principles for Responsible Investment since 2010, and Morrison &
Co is committed to the implementation of these Principles in
Infratil’s operations.
Morrison & Co, in performing its duties and powers under the
Management Agreement, operates in accordance with Morrison
& Co’s Responsible Investment Policy. Under this policy, ESG
issues form part of the review of all investments and are revisited
regularly. This is managed at all stages of the investment cycle,
from due diligence through to on-going management and
operation of the asset, by a four-stage process overleaf:
119
Operating businesses
Infratil’s operating businesses are responsible for developing policies for, and reporting on, ESG issues as they affect their businesses.
ESG initiatives are actively implemented at this level, and examples of these include the following:
TrustpowerRetireAustralia
• Trustpower is New Zealand’s fourth largest electricity
retailer and fifth largest electricity generator, with electricity
produced exclusively from renewable energy sources
• Some examples of Trustpower’s sustainability targets include:
–Zero significant resource consent breaches;
–Year on year reduction in carbon emissions per customer;
–Maintain a strong corporate profile in all areas in which it
operates and build relationships with those communities;
–No resource consents turned down due to lack of
consultation;
–75% of roles filled by internal promotion;
–Costs benchmarked at below industry average; and
–New projects all economically viable
• Trustpower operates the Trustpower Community Awards, a
partnership with local district and city councils which has been
running for over 25 years
A number of ESG initiatives have been implemented at
RetireAustralia villages including:
• Implementation of carbon footprint assessment on new villages
• Installation of solar panels at selected villages
• Retrofitting existing portfolio facilities with insulation, LED
lighting and energy efficiency appliances, efficient HVAC,
chiller & hot water and commercial refrigeration systems
• Applying energy efficiency guidelines to new development
sites, with specific parameters relating to passive building
design, natural ventilation and use of building materials to
minimise energy use, heating and cooling (e.g. German Passive
House system)
• Conversion of common use resident vehicle fleet to electric
(or low emission gas) (i.e. resident buses)
Further information on ESG issues is also available on the websites and in the reports of Infratil’s key operating businesses:
• Trustpower:
https://www.trustpower.co.nz/our-assets-and-capability/power-generation/environmental-policy
• WIAL: https://www.wellingtonairport.co.nz/about/social-responsibility/
• Sustainability opportunity
“lens” must be applied at
origination, in line with our
Responsible Investing policy
E.g.,
–Renewable energy
–Assets with material
improvements in energy
efficiency
–“Best in class” assets
which can be scaled
• ESG issues are actively
discussed and considered
by Morrison & Co and are
included in investment
papers
• Prohibited investments are
eliminated during the
screening process (e.g. coal
generation, nuclear assets)
• NPV positive sustainability
initiatives identified at asset
level and quantified. E.g.,
–Adoption of low emission
technology
–Energy efficiency savings
–Carbon intensity
reductions
• Morrison & Co’s Sustainability
Approach framework is used
to guide due diligence
• Morrison & Co undertakes
detailed environmental,
health and safety reviews as
part of its core due diligence
processes
• Sustainability due diligence
confirmed
• During the transition stage,
100 day asset management
plan includes detailed
implementation plans for
sustainability initiatives
• Implementation of initiatives
post 100 days
• Morrison & Co
representatives on
operating business boards
have ongoing executive
responsibility for ensuring
ESG compliance is regularly
discussed and reviewed
• Ongoing monitoring
and assessment against
targets, benchmarks and
sustainability outcomes
• ESG initiatives and
progress are reported
as an integral part of
client communications
4. ONGOING MANAGEMENT
& GOVERNANCE
3. TRANSITION
MANAGEMENT
2. DETAILED DUE
DILIGENCE
1. OPPORTUNITY
SCREENING
120
Remuneration and performance
Directors’ remuneration
The Board determines the level of remuneration paid to
Directors within the amounts approved from time to time by
Shareholders (for the year ended 31 March 2019, this was
$1,040,798 per annum, which was increased on K Mactaggart’s
appointment to the Board pursuant to NZX Listing Rule 3.5.1 from
the $999,969 per annum fixed at the 2018 annual meeting).
Directors are paid a base fee and may also be paid, as additional
remuneration:
• an appropriate extra fee as Chairman or Member of
a Board Committee;
• an appropriate extra fee as a director of an Infratil subsidiary
(other than Trustpower and Tilt Renewables); and
• an appropriate extra fee for any special service as a Director
as approved by the Board.
In addition, Directors are entitled to be reimbursed for costs
directly associated with the performance of their role as Directors,
including travel costs. The Chairman approves all Directors’
expenses, and the Chair of the Audit and Risk Committee
approves the Chairman’s expenses.
Mr Bogoievski is paid fees in his capacity as a Director, but he
receives no remuneration from Infratil for his role as Chief
Executive (and his remuneration as Chief Executive is paid by
Morrison & Co).
Remuneration is reviewed annually by the Board, and fees are
reviewed against fee benchmarks in New Zealand and Australia
and to take into account the size and complexity of Infratil’s
business. The fee structure approved by the Board for the year
ended 31 March 2019 is set out below:
Annual fee structure
Financial
year 2019
(NZD)
Base Fees:
Chairman of the Board210,000
Director102,500
Overseas Director (P Gough)127,998
Board Committee Fees:
Audit and Risk Committee
Chair20,000
Member10,000
Nomination and Remuneration Committee
ChairNil
MemberNil
Manager Engagement Committee
ChairNil
Member7,500
Remuneration paid to Directors (as a Director of Infratil and, where
applicable, as a Director of an Infratil subsidiary) in respect of the
year ended 31 March 2019 (and 31 March 2018) is set out below
(note that all amounts exclude GST or VAT where appropriate):
Directors’ remuneration paid by Infratil
Directors’ remuneration (in their capacity as such) in respect of the
year ended 31 March 2019 and 31 March 2018 paid by the
Company was as follows (these amounts exclude GST, where
appropriate):
Director
Financial
year 2019
(NZD)
Financial
year 2018
(NZD)
M Tume (Chairman)210,000200,000
M Bogoievski103,733110,000
A Gerry 130,000120,000
P Gough135,498124,876
K Mactaggart
†
2,110-
P Springford118,781100,000
H Rolleston 110,000100,000
To ta l810,122750,376
†
Ms Mactaggart was appointed 25 March 2019.
Directors’ Remuneration paid by Infratil Subsidiaries
Directors’ remuneration (in their capacity as such) in respect of the
year ended 31 March 2019 and 31 March 2018 paid by
subsidiaries was as follows (these amounts exclude GST where
appropriate):
Director
Financial
year 2019
(NZD)
Financial
year 2018
(NZD)
M Bogoievski
(Trustpower Limited)
†
Nil45,710
A Gerry (Wellington International
Airport Limited) 102,70089,000
†
Mr Bogoievski resigned as a director of Trustpower Limited on
11 October 2017.
No other benefits have been provided by Infratil or its subsidiaries
to a Director for services as a Director or in any other capacity,
other than as disclosed in the related party note to the financial
statements, or in the ordinary course of business. No loans have
been made by Infratil or its subsidiaries to a Director, nor has
Infratil or its subsidiaries guaranteed any debts incurred by
a Director.
Directors’ shareholding
Under Infratil’s Constitution, Directors are not required to hold
shares in Infratil. However, in recognition of the benefits of aligning
Directors’ interests with those of shareholders, non-executive
Directors have the option to take up a portion of their fees paid
through the issue of shares to those Directors. All Directors who take
up this option either hold those shares themselves or those shares
are held by organisations to which they are associated parties.
Directors will not normally make investments in listed infrastructure
or utilities securities in areas targeted by Infratil.
121
Management fee
As noted earlier, Infratil is managed by Morrison & Co, under a
Management Agreement. The Management Agreement sets out
the terms of the services provided by Morrison & Co and the basis
of fees, including base fees and incentive fees. Details of fees paid
to Morrison & Co are disclosed in this annual report, including:
• Note 28 to the Financial Statements on page 106:
components of the Management Fee.
• Note 29 to the Financial Statements on page 106:
International Portfolio Incentive Fees.
• Note 27 to the Financial Statements on page 105:
related party disclosures in respect of Morrison & Co and fees
paid to Morrison & Co.
• In the statutory information section on pages 120 and 122 the
interests of the Director associated with Morrison & Co, and
Director’s fees respectively.
Chief Executive remuneration
The Chief Executive is employed by Morrison & Co, not Infratil. The
only cost to Infratil of the Chief Executive is the Management Fee
payable to Morrison & Co (referred to above) and Infratil does not
have (and therefore cannot disclose) any information on his
remuneration.
Remuneration Model: New Zealand Group
The disclosures provided below relate to the remuneration of
executives employed by unlisted New Zealand-incorporated
subsidiaries of Infratil (“New Zealand Group”):
• These disclosures do not relate to employees of Morrison & Co,
as these employees are remunerated by Morrison & Co. The only
cost to Infratil of these employees is the Management Fee
payable to Morrison & Co (referred to above) and Infratil does
not have (and therefore cannot disclose) any information on
their remuneration. Employees of Morrison & Co include most of
the management team listed on pages 6 and 7 of this annual
report (including the Chief Executive and Chief Financial Officer).
• These disclosures do not relate to employees of Trustpower or
Tilt Renewables. Although both of these companies are
subsidiaries of Infratil, both are listed on the NZX Main Board,
and are responsible for determining the remuneration of their
executives (and these remuneration structures are disclosed in
those companies’ reporting to shareholders).
• These disclosures do not relate to employees of investee
companies which are not subsidiaries of Infratil (e.g.
RetireAustralia and Canberra Data Centres). These investee
companies are responsible for determining the remuneration
of their executives.
Executives of the New Zealand Group are remunerated with
a mix of:
Base salary and benefits
The determination of fixed remuneration is based on
responsibilities, individual performance and experience, and
market data. At-risk/variable remuneration comprises short-term
incentives and, for senior and key employees, long-term
incentives. Infratil’s executives are employed by subsidiary
companies, and executive remuneration policies are determined
and approved by the subsidiary company boards within high level
principles established by the Infratil Board. Incentives are directly
related to the performance area controlled by the executive, while
longer term incentives are intended to align with shareholder
interests. Remuneration of executives of subsidiary companies is
overseen by non-executive directors of those subsidiary
companies.
Performance reviews of executives are carried out regularly and at
least annually, and involve feedback by the Board on performance
of Morrison & Co, and subsidiary Directors’ review of subsidiary
company’s Chief Executive and executives’ performance.
Performance reviews include the setting of goals and objectives at
the beginning of the year, and reviewing the achievement of those
goals and objectives at the end of the year. Performance measures
will normally include both qualitative and quantitative measures.
Performance evaluations have taken place in accordance with this
process during the reporting year.
Short-term incentives
In the New Zealand Group, variable remuneration recognises and
rewards high-performing individuals whose contribution supports
business goals and objectives, and who meet their individual
goals agreed with the Board or their Chief Executive (as
appropriate).
Short-term incentives (STIs) comprise cash payments based on
performance measured against key performance indicators (KPIs).
Different levels of incentives are determined reflecting the nature of
the roles in Infratil. KPIs may comprise entity or individual business,
team and individual targets. These targets are designed to create
goals that will support an achievement and performance-oriented
culture. The STI programme is designed to differentiate reward for
exceptional, outstanding and good performance.
Long-term incentives
The principal objective of long-term incentives is to align
executives’ performance with shareholder interests and provide
equity-based incentives that help retain valuable employees.
Long-term incentive arrangements for the New Zealand Group are
currently under review:
Infratil has previously operated an Infratil Executive Scheme
(which is outlined in note 26 to the Financial Statements on page
104) for selected senior and key employees of the New Zealand
Group. However, the only Executive Shares currently outstanding
under this scheme are the 433,000 Executive Shares granted on
17 June 2016 in respect of the 2016 financial years (no allocation
of shares was made in respect of the 2017, 2018 or 2019 financial
years, and no allocation is proposed in respect of the 2020
financial year). If the vesting conditions for this tranche are met on
17 June 2019, the maximum number of fully paid ordinary shares
into which these Executive Shares would convert is 433,000
ordinary shares.
Employee remuneration
During the year ended 31 March 2019, the following number of
employees (and former employees) and Infratil and its subsidiaries
received remuneration and other benefits in their capacity as
employees of at least $100,000. This does not include employees
of Morrison & Co (who include most of the management team
listed on pages 8 and 9 of this annual report, including the
Chief Executive and Chief Financial Officer), as these employees
are remunerated by Morrison & Co and the only cost to Infratil
of these employees is the Management Fee payable to
Morrison & Co (referred to above).
122
Remuneration rangeNumber of employees
$100,000 to $110,00047
$110,001 to $120,00039
$120,001 to $130,00036
$130,001 to $140,00037
$140,001 to $150,00027
$150,001 to $160,00016
$160,001 to $170,00014
$170,001 to $180,00016
$180,001 to $190,0008
$190,001 to $200,0005
$200,001 to $210,0007
$210,001 to $220,0004
$220,001 to $230,0004
$230,001 to $240,0002
$240,001 to $250,0003
$250,001 to $260,0003
$260,001 to $270,0001
$270,001 to $280,0002
$280,001 to $290,0002
$290,001 to $300,0004
$320,001 to $330,0002
$330,001 to $340,0001
$350,001 to $360,0001
$360,001 to $370,0002
$380,001 to $390,0002
$410,001 to $420,0001
$420,001 to $430,0002
$430,001 to $440,0002
$450,001 to $460,0001
$480,001 to $490,0001
$500,001 to $510,0001
$580,001 to $590,0001
$610,001 to $620,0001
$620,001 to $630,0001
$650,001 to $660,0001
$680,001 to $690,0001
$700,001 to $710,0001
$750,001 to $760,0001
$780,001 to $790,0001
$840,001 to $850,0001
$950,001 to $960,0001
$1,500,001 to $1,510,0001
$1,890,001 to $1,900,0001
Disclosures
Directors Holding Office
Infratil’s Directors as at 31 March 2019 are:
• Mark Tume (Chairman)
• Marko Bogoievski
• Alison Gerry
• Paul Gough
• Kirsty Mactaggart
• Peter Springford
• Humphry Rolleston
Entries in the Interests Register
Statement of Directors’ interests
As at 31 March 2019, Directors had relevant interests (as defined
in the Financial Markets Conduct Act 2013) in quoted financial
products of Infratil or any related body corporate of Infratil, as
follows:
Beneficial
interests
Non-beneficial
interests
Infratil (IFT) ordinary shares
M Tume39,9775,792
M Bogoievski1,618,299
A Gerry21,588
P Gough159,000
K Mactaggart35,500
H Rolleston42,460
P Springford25,000
Trustpower (TPW) ordinary shares
M Bogoievski26,318
K Mactaggart8,300
IFT210 Bonds
P Springford40,000
WIA030 Bonds
P Springford30,000
As at 31 March 2019, Directors and senior executives (employed by
Morrison & Co) held, in aggregate, 5% of the Infratil ordinary shares.
Dealing in securities
The following table shows transactions by Directors recorded in
respect of those securities during the period from 1 April 2018 to
31 March 2019:
Director
No of securities
bought/(sold)Cost/(proceeds)
NZD
Tilt Renewables (TLT)
ordinary shares
M Bogoievski – beneficial
Acceptance of takeover offer
– 12/11/18(26,318)(60,531)
123
Use of Company information
During the period the Board has received no notices from any
Director of the Company or its subsidiaries requesting to use
Company information received in their capacity as a Director,
which would not otherwise have been available to them.
Directors’ relevant interests
The following are relevant interests of the Company’s Directors
as at 31 March 2019:
M Tume
Director of Yeo Family Trustee Limited
Director of Long Board Limited
Director of Welltest Limited
Director of Koau Capital Partners Ltd
Director of Rearden Capital Pty Limited
Director of various Infratil wholly owned companies
Chair of RetireAustralia Pty Limited
Chair of Te Atiawa Iwi Holdings Limited Partnership
Chair of Ngai Tahu Holdings Corporation Limited
M Bogoievski
Director of Zig Zag Farm Limited
Director of various Infratil wholly owned companies
Chief Executive of the H.R.L. Morrison & Co group, and Director of
H.R.L. Morrison & Co Group GP Limited and companies wholly-
owned by the H.R.L. Morrison & Co Group Limited Partnership
A Gerry
Director of Wellington International Airport Limited
Director of Spark New Zealand Limited
Director of Lindis Crossing Vineyard Limited
Director of Glendora Holdings Limited
Director of Glendora Avocados Limited
Director of Vero Insurance New Zealand Limited
Director of Vero Liability Insurance New Zealand Limited
Director of Asteron Life Limited
Director of On Being Bold Limited (formerly Biz4Girls Limited)
Chair of Sharesies Limited
Director of Sharesies Nominees Limited
Director of Avokaha Limited
P Gough
Partner of STAR Capital Partners
Director of various STAR Capital Group entities
Director of Star Asset Finance Limited
Director of First Capital Finance Limited
Director of Kennet Equipment Leasing Limited
Director of Ignition Credit PLC
Director of Gough Capital Limited
Director of OPM Investments Limited
Director of Tipu Capital Limited
Director of STAR Mayan Limited
Director of Urban Splash Residential Limited and various Urban
Splash Residential Group entities
Director of STAR Errigal Topco Limited
Director of STAR Errigal Midco Limited
Director of STAR Errigal BidCo Limited
K Mactaggart
Director and shareholder of The Farm at Lake Hayes Limited
H J D Rolleston
Director of Property for Industry Limited
Chairman of ANZCRO Pty Limited
Director and shareholder of Matrix Security Group Ltd.
Director of Asset Management Limited
Director of Spaceships Limited
Director and shareholder of Stray Limited
Director and shareholder of Media Metro Limited
Director and shareholder of McRaes Global Engineering Limited
Director and shareholder of Save a Watt Holdings Limited
Board member of Regenerate Christchurch
P M Springford
Director and Shareholder of Springford and Newick Limited
Director of Loncel Technologies 2014 Limited
Director and Shareholder of NZ Frost Fans Limited
Director and Shareholder of New Zealand Wood Products Limited
Director and Shareholder of Aussie Frost Fans 2012 Limited
Director and Shareholder of Omahu Ventures Limited
Director of Mondiale Technologies Limited
Director of Zespri Group Limited
124
All Directors
(other than A Gerry, K Mactaggart and P M Springford)
Aotea Energy Limited effected, from 23 July 2013, public offering of
securities insurance brokered by Marsh & McLennan Agency Limited
for the benefit of Z Energy Limited, Aotea Energy Investments
Limited, Aotea Energy Holdings Limited and its subsidiaries, NZSF
Aotea Limited and its subsidiaries, Guardians of New Zealand
Superannuation as manager and administrator of the New Zealand
Superannuation Fund as shareholder of NZSF Aotea Limited, Infratil
Limited and its subsidiaries, Morrison & Co and its subsidiaries
(subject to a professional indemnity exclusion), and the directors
and employees of the foregoing. Full details of the POSI policy are
available from Morrison & Co.
All Directors
Infratil has arranged Directors’ and Officers’ liability insurance
covering any past, present or future director, officer (e.g. company
secretary), executive officer, non-executive director or employee
acting in a managerial or supervisory capacity or named as a
co-defendant with Infratil or a subsidiary of Infratil. Cover is for
damages, judgements, fines, penalties, legal costs awarded and
defence costs arising from wrongful acts committed while acting
for Infratil or a subsidiary, but excluding dishonest, fraudulent,
malicious acts or omissions, wilful breach of statute or regulations
or duty to Infratil or a subsidiary, improper use of information to
the detriment of Infratil or a subsidiary, or breach of professional
duty. The period of insurance is currently 1 August 2018 to
1 August 2019. The limit of Indemnity is $120 million for any one
claim and in aggregate, and separate defence costs cover of
$20 million has been placed.
As permitted by its Constitution, Infratil Limited has entered into a
deed of indemnity, access and insurance indemnifying certain
directors and senior employees of Infratil, its wholly-owned
subsidiaries and other approved subsidiaries and investment
entities (Indemnified Persons) for potential liabilities, losses, costs
and expenses they may incur for acts or omissions in their
capacity as directors or senior employees, and agreeing to effect
directors’ and officers’ liability insurance for the Indemnified
Persons, in each case subject to the limitations set out in the
Companies Act 1993. The deed was executed 31 July 2015.
125
Directors of Infratil Subsidiary Companies
Subsidiary companyDirector of subsidiary
Aotea Energy Holdings Limited M Bogoievski and M Tume
Aotea Energy Holdings No 2 Limited M Bogoievski and M Tume
Aotea Energy Investments Limited M Bogoievski and M Tume
Aotea Energy Limited M Bogoievski and M Tume
Blayney and Crookwell WindFarm Pty LtdD Campbell and G Swier
Church Lane Wind Farm Pty LtdD Campbell and G Swier
Cityline (NZ) LimitedZ Fulljames, C Stratton and S Thorne
Dundonnell Wind Farm Pty LtdD Campbell and G Swier
Dysart 1 Pty LtdD Campbell and G Swier
Hopsta LimitedV Hawksworth
Infratil 1998 LimitedM Bogoievski and M Tume
Infratil 2016 LimitedM Bogoievski and M Tume
Infratil 2018 LimitedM Bogoievski and M Tume
Infratil Australia LimitedM Bogoievski and M Tume
Infratil Energy LimitedM Bogoievski and M Tume
Infratil Energy New Zealand LimitedK Baker and M Bogoievski
Infratil Europe LimitedM Bogoievski and M Tume
Infratil Finance LimitedM Bogoievski and M Tume
Infratil Gas LimitedM Bogoievski and M Tume
Infratil Infrastructure Property LimitedK Baker, M Bogoievski (ceased 10 March 2018) and P Coman
Infratil Investments LimitedM Bogoievski and M Tume
Infratil No. 1 LimitedM Bogoievski and M Tume
Infratil No. 5 LimitedM Bogoievski and M Tume
Infratil Outdoor Media Limited M Bogoievski
Infratil PPP Limited K Baker and M Bogoievski
Infratil Renewables LimitedM Bogoievski and M Tume
Infratil RV LimitedM Bogoievski and M Tume
Infratil Securities LimitedM Bogoievski and M Tume
Infratil Trustee Company LimitedM Bogoievski and M Tume
Infratil UK LimitedM Bogoievski and M Tume
Infratil US Renewables, IncM Bogoievski and V Vallabh
Infratil Ventures LimitedM Bogoievski and M Tume
Infratil Ventures 2 LimitedM Bogoievski and M Tume
King Country Energy Holdings LtdV Hawksworth
King Country Energy LtdP Calderwood, R Carter and K Palmer
Liverpool Range Wind Farm Pty LtdD Campbell and G Swier
Nebo 1 Pty LtdD Campbell and G Swier
New Lynn Central LimitedP Coman, A Lamb and A Young
New Zealand Bus Finance Company Limited K Baker, J Boyes, S Proctor and K Tempest
(ceased 30 November 2018)
New Zealand Bus LimitedK Baker, J Boyes, S Proctor and K Tempest
(ceased 30 November 2018)
New Zealand Bus Tauranga LimitedZ Fulljames (ceased 4 December 2018), C Neville,
C Stratton and S Thorne
North City Bus LimitedZ Fulljames, C Stratton and S Thorne
126
Subsidiary companyDirector of subsidiary
North West Auckland Airport LimitedM Bogoievski and T Brown
NZ Airports LimitedM Bogoievski and M Tume
Perth Energy Holdings Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald
(ceased 29 October 2018) P Harford and S Jones
Perth Energy Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald
(ceased 29 October 2018) P Harford and S Jones
Renew Nominees LimitedK Baker and M Bogoievski
Rye Park Renewable Energy Pty LtdD Campbell and G Swier
Salt Creek Wind Farm Pty LtdD Campbell and G Swier
Snapper Services LimitedR Brougham, P Harford, R Phillippo (ceased 31 December 2018)
and K Waddell (ceased 31 December 2018)
Snowtown North Solar Farm Pty LtdD Campbell and G Swier
Snowtown South Wind Farm Pty LtdD Campbell and G Swier
Snowtown Wind Farm Pty LtdD Campbell and G Swier
Snowtown Wind Farm Stage 2 Pty LtdD Campbell and G Swier
Swift Transport LimitedM Bogoievski and M Tume
Swift Transport No.1 LimitedK Baker, J Boyes and S Proctor
Tararua Wind Power LimitedB Harker, F Oliver and A Urlwin
Tilt Renewables LimitedB Harker, P Newfield, F Oliver, P Strachan, G Swier,
A Urlwin, V Vallabh
Tilt Renewables Australia Pty LtdD Campbell and G Swier
Tilt Renewables Investments Pty LtdD Campbell and G Swier
Tilt Renewables Market Services Pty LtdD Campbell and G Swier
Transportation Auckland Corporation LimitedZ Fulljames, C Stratton and S Thorne
Trustpower Insurance LimitedA Bickers and V Hawksworth
Trustpower LimitedR Aitken, K Baker, A Bickers, S Fitzgerald (ceased 1 June 2018),
I Knowles, S Peterson, P Ridley-Smith and G Swier
Trustpower Metering LimitedV Hawksworth
WA Power Exchange Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald
(ceased 29 October 2018) P Harford and S Jones
Waddi Wind Farm Pty LtdD Campbell and G Swier
Waverley Wind Farm LimitedB Harker and F Oliver
Wellington Airport Noise Treatment LimitedM Harrington and S Sanderson
Wellington City Transport LimitedZ Fulljames, C Stratton and S Thorne
Wellington International Airport LimitedJ Boyes, T Brown, W Eagleson, A Foster, A Gerry, K Sutton
(ceased 31 December 2018) and P Walker
Western Energy Holdings Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald
(ceased 29 October 2018) P Harford and S Jones
Western Energy Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald
(ceased 29 October 2018) P Harford and S Jones
Whare Manaakitanga LimitedM Clarke, M Harrington and S Sanderson
Wingeel Wind Farm Pty LtdD Campbell and G Swier
127
Directors’ fees paid by Infratil subsidiary companies
(not otherwise disclosed in the Annual Report)
Subsidiary companyDirector of subsidiaryCurrency
Financial
year 2019
(NZD)
New Zealand Bus LimitedKevin BakerNZD89,103
Jason BoyesNZD43,202
Steven ProctorNZD43,202
Keith Tempest (ceased 30 November 2018)NZD28,801
Perth Energy Pty LimitedRoger CrawfordAUD66,963
Michael FaulknerAUD16,746
Steven Fitzgerald (ceased 29 October 2018)AUD66,962
Phillippa HarfordAUD19,081
Shane JonesAUD50,223
Snapper Services LimitedRalph BrayhamNZD11,381
Phillippa HarfordNZD37,800
Rhoda Phillippo (ceased 31 December 2018) NZD42,750
Kerry Waddell (ceased 31 December 2018)NZD28,351
Tilt Renewables LimitedBruce HarkerAUD190,000
Paul NewfieldAUD100,000
Fiona OliverAUD122,833
Phillip StrachanAUD120,000
Geoffrey SwierAUD114,000
Anne UrlwinAUD83,583
Vimal VallabhAUD90,000
Trustpower LimitedRichard AitkenNZD86,000
Kevin BakerNZD67,333
Alan BickersNZD88,500
Steven Fitzgerald (ceased 1 June 2018)NZD14,333
Sam KnowlesNZD123,500
Susan PetersonNZD118,500
Paul Ridley-SmithNZD176,500
Geoffrey SwierNZD118,500
Wellington International Airport LimitedJason BoyesNZD77,250
Tim BrownNZD164,500
Wayne EaglesonNZD25,700
Andrew FosterNZD77,250
Alison GerryNZD102,700
Keith Sutton (ceased 31 December 2018)NZD68,500
Phillip WalkerNZD87,550
128
Donations
Infratil made donations of $0.9 million during the year ended
31 March 2019 (2018: $0.7 million).
Auditors
It is proposed that KPMG be reappointed automatically at the
annual meeting pursuant to section 200(1) of the Companies
Act 1993.
NZX waivers
Infratil was granted a standing waiver from NZX Listing Rule 9.2.1 on
8 May 2017. The effect of the waiver is to waive the requirement for
Infratil to obtain an Ordinary Resolution from shareholders to enter
into a Material Transaction with a Related Party to the extent
required to allow Infratil to enter into transactions with co-investors
that have also engaged an entity related to H.R.L. Morrison & Co
Group LP for investment management or advisory services. The
waiver is provided on the conditions specified in paragraph 2 of the
waiver decision, which is available on Infratil’s website: www.infratil.
com/for-investors/announcements. The only transaction entered
into during Financial Year 2019 on reliance on this waiver was the
conditional sale of Infratil’s 50% interest in the Australian National
University’s Purpose Built Student Accommodation concession to
funds controlled by AMP Capital (announced on 1 April 2019, and
which is available on Infratil’s website: https://infratil.com/for-
investors/announcements/2019/agreement-sell-anu-student-
accommodation-concession-to-amp/).
Credit rating
Infratil does not have a credit rating. As at 31 March 2019,
Wellington International Airport Limited has a BBB+/Stable/A-2
credit rating from S&P Global Ratings.
Continuing share buyback programme
Infratil maintains an ongoing share buyback programme, as
outlined in its 2018 Notice of Meeting. As at 31 March 2019, Infratil
had not repurchased any shares pursuant to that programme
(which allows up to 50,000,000 shares to be bought back).
Shareholder information programme
Infratil is incorporated in New Zealand and is not subject to
Chapters 6, 6A, 6B and 6C of the Australian Corporations Act
2001. The acquisition of securities in Infratil may be limited under
New Zealand law by the Takeovers Code (which restricts the
acquisition of control rights of more than 20% of Infratil other than
via a takeover offer under the Code) or the effect of the Overseas
Investment Act 2005 (which restricts the acquisition of
New Zealand assets by overseas persons).
Substantial product holders
The following information is pursuant to Section 293 of the
Financial Markets Conduct Act 2013. According to notices
received by Infratil under that Act, the following person was a
substantial product holder in Infratil as at 31 March 2019:
Ordinary sharesNumber held
Accident Compensation Corporation39,191,273
The total number of voting securities of the Company on issue as
at 31 March 2019 was 559,278,166 fully paid ordinary shares.
129
Twenty largest shareholders as at
31 March 2019
Accident Compensation Corporation39,191,273
Citibank Nominees (NZ) Ltd34,629,861
HSBC Nominees (New Zealand) Limited32,000,087
JPMORGAN Chase Bank31,308,068
Forsyth Barr Custodians Limited24,969,243
FNZ Custodians Limited24,678,227
HSBC Nominees (New Zealand) Limited23,652,030
Tea Custodians Limited21,918,359
New Zealand Permanent Trustees Limited15,220,516
JBWERE (NZ) Nominees Limited14,179,917
Cogent Nominees Limited13,417,512
Robert William Bentley Morrison &
Andrew Stewart & Anthony Howard9,882,245
Premier Nominees Limited7,135,137
Hettinger Nominees Limited6,179,103
New Zealand Superannuation Fund
Nominees Limited5,736,970
New Zealand Depository Nominee Limited5,693,506
Custodial Services Limited5,611,734
Custodial Services Limited4,714,701
National Nominees New Zealand Limited3,501,110
FNZ Custodians Limited2,986,778
Spread of shareholders as at
31 March 2019
Number
of shares*
Number
of holders
Total
shares held%
1-1,000 2,530 1,461,646 0.3%
1,001-5,000 6,843 19,594,279 3.5%
5,001-10,000 3,596 26,951,151 4.8%
10,001-50,000 3,868 80,969,712 14.5%
50,001-100,000 376 26,382,633 4.7%
100,001 and
Over 212 403,918,745 72.2%
To ta l 17,425 559,278,166 100.0%
* 196 shareholders hold less than a marketable parcel of Infratil shares
Twenty largest infrastructure bondholders
as at 31 March 2019
JBWERE (NZ) Nominees Limited 133,334,413
Forsyth Barr Custodians 103,568,400
FNZ Custodians Limited 95,387,853
Custodial Services Limited 36,693,826
New Zealand Central Securities 35,289,233
Lynette Therese Erceg & Darryl Edward Gregory
& Catherine Agnes Quinn 27,164,500
Investment Custodial Services 25,404,105
Custodial Services Limited 25,238,334
Custodial Services Limited 24,972,900
Custodial Services Limited 13,168,990
Forsyth Barr Custodians 6,663,000
Rgtkmt Investments Limited 6,250,000
Custodial Services Limited 5,629,000
FNZ Custodians Limited 5,013,800
Custodial Services Limited 4,809,000
Sterling Holdings Limited 4,783,000
Tappenden Holdings Limited 4,770,000
NZ Methodist Trust Association 3,050,000
FNZ Custodians Limited 2,725,500
John Culyer Wigglesworth & Dennis James Munn
& Sondra Wigglesworth 2,475,000
Spread of infrastructure bondholders
as at 31 March 2019
Number
of Bonds
Number
of holders
Total
bonds held%
1-1,000 6 5,340 0.1%
1,001-5,000 1,438 7,139,577 0.6%
5,001-10,000 3,607 34,588,680 3.0%
10,001-50,000 9,159 258,440,402 22.7%
50,001-100,000 1,376 112,375,740 9.9%
100,001 and
Over
780 723,826,586 63.7%
To ta l 16,366 1,136,376,325 100.0%
130
Comparative financial review
Financial performance
2019
$Millions
2018
$Millions
2017
$Millions
2016
$Millions
2015
$Millions
2014
$Millions
2013
$Millions
2012
$Millions
2011
$Millions
2010
$Millions
31 March year ended
Operating revenue
1,333.2
4
1,200.8
4
1,786.51,706.41,624.71,514.92,368.72,166.41,984.8 1,835.9
Underlying EBITDAF
477.5
4
482.0
4
488.0462.1452.5437.4
2
527.6520.2470.9
1
363.3
Operating earnings
3
135.5157.2 155.2 149.4 120.3 164.2 183.5 199.3 252.9 90.0
Net gain/(loss) on
foreign exchange and
derviatives0.334.9 28.1 (13.6) (36.3) 70.7 (14.4) 19.2 (3.9) (67.5)
Investment realisations,
revaluations and
(impairments)0.613.8(55.2) (51.8) 29.5 222.2 (5.9) 4.3 (0.5) 83.8
Net surplus after
taxation, discontinued
operations
and minorities(19.5)71.4 66.1 438.3 383.5 198.9 3.4 51.6 64.5 29.0
Dividends paid95.1 89.6 82.9 110.4 148.8 57.0 48.2 44.1 37.6 36.2
Financial position
Represented by
Investments
937.7940.6 882.9 534.3 532.3 294.1 334.2 340.9 323.7 9.7
Non-currents assets
4,591.45,075.3 5,170.4 5,085.2 4,830.6 4,613.3 4,435.2 4,328.8 4,193.7 3,963.6
Current assets
1,204.0 618.0 743.4 1,007.5 584.8 542.4 670.0 623.7 515.7 535.1
Total assets6,733.1 6,633.9 6,796.7 6,627.0 5,947.7 5,449.8 5,439.4 5,293.4 5,033.1 4,508.4
Current liabilities
896.5355.6 672.7 559.0 344.0 623.6 679.6 547.5 415.7 647.6
Non-current liabilities
1,963.42,148.9 1,984.8 2,048.2 2,066.5 1,810.4 1,920.0 1,887.7 1,919.7 1,382.1
Infrastructure bonds
1,127.6 994.4 998.3 949.8 981.9 979.9 904.3 851.6 854.8 747.4
Total Liabilities3,987.5 3,498.9 3,655.8 3,557.0 3,392.4 3,413.9 3,503.9 3,286.8 3,190.2 2,777.1
Net Assets2,745.6 3,135.0 3,140.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9 1,731.3
Outside equity interest
in subsidiaries1,098.5 1,198.3 1,182.6 1,145.3 1,061.4 916.6 931.1 932.0 843.5 850.6
Equity
1,647.1 1,934.4 1,959.3 1,924.7 1,493.9 1,119.3 1,004.4 1,074.6 999.4 880.7
Total Equity2,745.6 3,132.7 3,141.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9 1,731.3
Dividends per share
17.0016.0014.7519.6526.509.758.257.256.256.25
Shares on issue (‘000)
559,278559,278560,053562,326561,875561,618583,321586,931602,806567,655
1. Prior to fair value gains on acquisition recognised by associates of $60.7 million.
2. Prior to fair value gains on acquisition recognised by associates of $33.1 million.
3. Operating earnings is earnings after depreciation, amortisation and interest.
4. Operating revenue and Underlying EBITDAF relate to continuing operations.
Directory
Directors
M Tume (Chairman)
M Bogoievski
A Gerry
P Gough
K Mactaggart
P M Springford
H J D Rolleston
Company Secretary
N Lough
Registered Office
New Zealand
5 Market Lane
PO Box 320
Wellington
Telephone: +64 4 473 3663
Internet address: www.infratil.com
Registered Office
Australia
C/- H.R.L. Morrison & Co Private Markets Pty Ltd
Level 37, Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Telephone: +61 2 8098 7500
Manager
Morrison & Co Infrastructure Management Limited
5 Market Lane
PO Box 1395
Wellington
Telephone: +64 4 473 2399
Facsimile: +64 4 473 2388
Internet address: www.hrlmorrison.com
Share Registrar
New Zealand
Link Market Services
Level 11, Deloitte House
80 Queen Street
PO Box 91976
Auckland
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Internet address: www.linkmarketservices.co.nz
Share Registrar
Australia
Link Market Services
Level 12
680 George Street
Sydney NSW 2000
Telephone: +61 2 8280 7100
Email: registrars@linkmarketservices.com.au
Internet address: www.linkmarketservices.com.au
Auditor
KPMG
10 Customhouse Quay
PO Box 996
Wellington
Calendar
Final dividend paid27 June 2019
Annual meeting22 August 2019
Half year end30 September 2019
Half year results released13 November 2019
Financial year end31 March 2020
Updates/Information
Infratil produces an Annual Report and Interim Report each year.
In addition, Infratil produces occasional reports on the operations
of its subsidiaries. These are available at www.infratil.com.
All Infratil’s reports and releases are on the website, which also
contains profiles of Infratil’s businesses and links.
1
25 years of
sucessfully
balancing
growth and
resilience.
What’s next?
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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