Infratil announces offer to acquire stake in Qscan

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

26 October 2020



Infratil announces offer to acquire stake in Australian diagnostic imaging business, Qscan

Infratil Limited (“Infratil”) announces that it has executed a conditional offer to acquire up to 60%
of Qscan Group Holdings Pty Ltd (“Qscan”), a comprehensive diagnostic imaging practice
throughout Australia, from Quadrant Private Equity (“QPE”) and existing doctor and management
shareholders, for total cash equity consideration of up to A$330 million. Infratil has made the offer
in conjunction with the Morrison & Co Growth Infrastructure Fund (“MGIF”), which has conditionally
offered to acquire up to ~15% of Qscan.

If the acquisition proceeds, the existing doctor and management shareholders will retain ownership
of at least ~25% of Qscan. As the majority investor, Infratil will have strong governance rights
consistent with its shareholding and, together with MGIF and the doctor and management
shareholders, will be able to drive the continued development and growth of the business.

The acquisition Enterprise Value of A$735 million implies an EV/EBITDA multiple of 12.7-14.1x
1

and is subject to usual completion adjustments for net debt, net working capital and capital
expenditure.

The acquisition process involves two steps:

• Infratil and MGIF have executed a Binding Offer Deed, under which they have made a
conditional offer to acquire up to 75% of Qscan. The offer is conditional on doctor and
management shareholders holding the equivalent of ~25% to 32.5% of the business post-close
as a result of electing to reinvest some of their proceeds into the new holding vehicle. That
election process will occur over the next ~2 weeks. If this condition is not satisfied by
10 November 2020, the acquisition will not complete and both Infratil and MGIF will be entitled
to recover their transaction costs.

• If the condition is satisfied, QPE and the other existing shareholders are required to accept the
offer. Completion of the acquisition is also conditional on obtaining FIRB
2
approval and,
subject to obtaining that approval, would be expected to settle in December 2020 or early 2021.

In June 2020, Infratil raised additional equity of NZ$300 million to pursue its growth agenda and
take advantage of any other investment opportunities that may arise. The proceeds of the equity
raise were initially used to reduce drawn bank facilities, which can now be applied to fund the Qscan
acquisition.

“Qscan provides a high-quality entry point into a sector with structural long-term growth
and potential to scale into a leading healthcare infrastructure platform,” said Marko Bogoievski,
CEO of Infratil. “The Diagnostic Imaging sector benefits from long-term demographic tailwinds and
technological advances that will allow it to play a growing role in the early detection of diseases
such as cancer. Ultimately, increased investment in Diagnostic Imaging will reduce overall
healthcare system costs while improving patient outcomes.”


1
EV/EBITDA multiple is based on forecast EBITDA of A$52-58 million for the year to 30 June 2021
2
Foreign Investment Review Board of Australia

2

“Qscan is a market leader in a growth industry. It has a secure revenue base backed by strong
referral networks and a track record of strong, profitable growth, with significant further growth
potential,” said Paul Newfield, Head of Australia & NZ for Morrison & Co. “Qscan is also known for
the quality of its Doctors and the strength of their sub-specialty expertise”.

Qscan was established in 2006 and has grown from a single clinic and hospital contract to a group
operating a comprehensive portfolio of 70+ clinics across Australia, including a network of 10 clinics
offering PET (Oncology).

The Qscan investment will be managed by Morrison & Co on behalf of Infratil and MGIF. Qscan is
currently owned by funds associated with Quadrant Private Equity, doctors and management.

Further details of the acquisition process and terms are set out in the Investor Presentation also
provided to the NZX and ASX today.


Any enquiries should be directed to:

Phillippa Harford, Chief Financial Officer, Infratil Limited, Phillippa.harford@infratil.com

---

Acquisition of
QscanGroup
Investor Presentation
26 October 2020

InfratilInvestor Presentation –26 October 2020
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InfratilInvestor Presentation –26 October 2020
Disclaimer
Financialdata
ThispresentationcontainscertainfinancialinformationrelatingtoQscanGroupHoldingsPtyLimited(Qscan),whichhasbeenderived
frombothauditedandunauditedfinancialinformationrelatingtoQscan.
Thispresentationcontainsproformahistoricalfinancialinformation.Inparticular,InfratilhaspreparedaproformaNetDebtandgearing
positionofInfratilas30September2020asiftheAcquisitionhadtakenplaceonthatdate.Theproformahistoricalfinancialinformation
providedinthispresentationisforillustrativepurposesonlyandshouldnotberelieduponas,andisnotrepresentedas,beingindicative
ofInfratil’sfuturefinancialcondition.
Thispresentationcontainscertainfinancialinformationandmeasuresthatare“non-GAAPfinancialinformation”undertheFMAGuidance
Noteondisclosingnon-GAAPfinancialinformation,"non‐IFRSfinancialinformation"underRegulatoryGuide230:‘Disclosingnon‐IFRS
financialinformation’publishedbytheAustralianSecuritiesandInvestmentsCommission(ASIC),andarenotrecognisedunderNew
ZealandequivalentstoInternationalFinancialReportingStandards(NZIFRS),AustralianAccountingStandards(AAS)orInternational
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andtherefore,maynotbecomparabletosimilarlytitledmeasurespresentedbyotherentities,norshouldtheybeconstruedasan
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EBITDAreferstonetearningsbeforeinterest,tax,depreciation,amortisation,foreignexchangeandfinancialderivativemovements,
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Nopartofthispresentationmaybereproducedorprovidedtoanypersonorusedforanyotherpurpose.

InfratilInvestor Presentation –26 October 2020
Transaction
Summary
Infratil to
acquire up to
60% of
diagnostic
imaging
business Qscan
Group for
up to A$330
million
4
Transaction
summary
•Infratil has executed a conditional offer to acquire up to 60% of QscanGroup Holdings (‘Qscan’), a
comprehensive diagnostic imaging practice throughout Australia, from Quadrant Private Equity ('QPE’) and
existing doctor and management shareholders, for total cash equity consideration of up to A$330 million
•Infratil will be investing alongside the Morrison & Co Growth Infrastructure Fund (‘MGIF’) (~15%) and
existing Doctor shareholders (~25%)
•The acquisition Enterprise Value (‘EV’) of A$735 million
1
implies an EV/EBITDA multiple of 12.7-14.1x
2
•The acquisition is strategically and financially compelling for Infratil shareholders:
✓The diagnostic imaging sector is an essential services industry, offering a combination of defensive
characteristics andstructural long-term growth
✓Qscanis a market leader with a secure revenue base backed by established referral networks and a track
record of strong, profitable growth with significant organic and inorganic growth options
✓Qscan’spartnership model establishes it as the infrastructure and services provider, with radiologists the
providers of patient care
✓Qscanis a highly cash generative business, that also offers reinvestment options which give Infratil a
clear path to build a scale healthcare infrastructure platform
•As the majority investor, Infratil will have strong governance rights consistent with its shareholding and,
together with MGIF and the doctor and management shareholders, will be able to drive the continued
development and growth of the business
Funding
•A$735 million acquisition enterprise value is funded via up to A$550 million of equity with the balance
funded from debt facilities at the operating company level
•Infratil’s investment will be funded from existing bank facilities and available capital
•As at 30 September 2020, Infratil had total available liquidity of NZ$609 million, comprising undrawn bank
debt facilities of NZ$593 million and cash of NZ$16 million. This incorporates the NZ$300 million proceeds
from the June equity raise and NZ$180 million proceeds from the Tilt Capital Return
1
The purchase price is subject to post completion adjustments for net debt, net working capital and capital expenditure as at completion of the acquisition
2
EV/EBITDA multiple is based on forecast EBITDA of A$52-58 million for the year to 30 June 2021

InfratilInvestor Presentation –26 October 2020
Transaction
Process
Infratil to
acquire up to
60% of
diagnostic
imaging
business Qscan
Group for
up to A$330
million
5
Transaction
process
The transaction process involves two steps:
•On 24 October,Infratil and MGIF executed a Binding Offer Deed, under which Infratil and MGIF made a
conditional offer to enter intoan agreed form Share Sale Agreement to acquire up to75% of Qscan
•The offer is conditional on doctor and management shareholders holding the equivalent of ~25% to 32.5%
of the business post-close as a result of the elections process described below
•If the condition is not satisfied by 10 November 2020, the acquisition will not proceed and Infratil and MGIF
will be entitled to recovery of their transaction costs
•Over the next two weeks, QPE will consult with the existing doctor and management shareholders (who, in
aggregate, own 50% of Qscan) in relation to the percentage of their consideration they wish to reinvest in
the new holding vehicle.Through our engagement pre-signing and given our long-term investment
alignment, it is anticipated that doctors and management will elect to reinvest such that the ownership
condition is satisfied
•If the condition is satisfied, QPE and the other existing shareholders are required to accept the offer and the
Share Sale Agreement will come into effect automatically
•Completion of the acquisition would be conditional on obtaining Foreign Investment Review Board of
Australia (‘FIRB’) approval by 31 December 2020, which can be extended by either party to 26 February 2021
NZX
Waiver
•Infratil has made the offer and would make the acquisition in reliance on a waiver from NZX Main Board
Listing Rule 5.2.1 dated 22 May 2020.Reliance on the waiver was required to permit Infratil to invest
alongside MGIF without obtaining shareholder approval (such approval only being required because Infratil
and MGIF are both managed by related entities of H.R.L. Morrison & Co Group LP, making them related
parties for the purposes of the NZX Main Board Listing Rules)

InfratilInvestor Presentation –26 October 2020
Investment
Thesis
High quality
entry point to
build a scale
healthcare
infrastructure
platform
6
This is an idea that mattersDiagnostic imaging meets a
growing, critical social need
Potential to become a growth
platform for Infratil
•Strong healthcare systems are
essential to a well-functioning
society
•Growing social need driven by an
ageing population with increasing
prevalence of chronic disease
•A value-based shift towards early
diagnosis and preventative care
can reduce system costs and
improve patient outcomes
•Diagnostic imaging is increasingly
viewed as a critical part of
preventative health, unlocking
efficiency gains from high-cost
acute care
•>85% of the industry is funded by
Australian's universal health
insurance scheme Medicare, with
strong bi-partisan support and
recommencement of indexation
from July 2020
•PET
1
/CT Scan
2
modalities offer
above-system growth,
underpinned by oncology demand
•Clear path for Infratil to build a
scale healthcare infrastructure
platform
•Strong organic growth
•Exposure to fast growing
catchments and modalities
•Clinic expansions and
greenfield network growth
•Industry consolidation
•Strategic adjacencies
1
Positron emission tomography (widely used in clinical oncology)
2
Computed tomography (a computerised x-ray imaging procedure)

InfratilInvestor Presentation –26 October 2020
QscanTotal MBS
USX-rayMRI
CTNMPET
% of total revenue by modality
Qscan
Snapshot
One of
Australia's
leading radiology
platforms
7
Qscanclinic networkRevenue split
Overview
•Qscanis a comprehensive diagnostic imaging business operating predominantly on the eastern seaboard of
Australia. Qscanis one of Australia’s largest radiology providers, operating over 70 clinics across Australia,
including a network of 10 clinics offering PET (Oncology)
•Diversified cohort of doctors with a reputation foroperational excellence and deep subspecialty expertise
•Over 300 machines are currently owned with typical useful life of 10-15 years. There has been a significant recent
investment in fleet with the average age of highest value equipment (MRI
1
, CT and PET) less than 5 years
•Qscanutilises sophisticated teleradiology capability and a single reporting platform, supported by a
comprehensive back-office and support function which is positioned for future growth
42
25
3
1
2
3
1
Magnetic resonance imaging
0%
20%
40%
60%
80%
100%
QscanTotal MBS
NSWQLDVIC/TAS
SA/NTWA
% of total revenueby geography

InfratilInvestor Presentation –26 October 2020
Diagnostic
Imaging
An essential,
growing industry
offering
attractive
rewards for
sector
consolidation
8
Defensive Revenues
Strong Market
Growth Outlook
Clear drivers for
industry
consolidation
•Healthcare is an essential service globally of which radiology is a key pillar in disease identification, prevention
and monitoring
•Demand for diagnostic imaging services is non-discretionary and therefore largely dictated by the level of
incidence amongst various population cohort, ensuring volumes are stable, defensive and insulated against
exogenous shocks
•The Australian Government funds over 85% of industry revenue, with low risk of major policy changes that could
materially affect Medicare funding given strong bipartisan and electoral support
•Diagnostic imaging is increasingly viewed as a critical part of preventative health; despite sustained growth in
volumes, Australia still lags other OECD countries with regards to volumes per capita
•Volume demand growth has been underpinned by an increasing and aging population, specifically the 65+ age
cohort where per capita utilisation of diagnostic imaging services is the highest
•Continued population and utilisation growth, ongoing shifts to advanced/higher price modalities and the re-
introduction of Medicare indexation (~1.5% p.a. from July 2020) will drive future growth in the value of the
diagnostic imaging market
•Corporatiseddiagnostic imaging is supported by strong tailwinds as scale economies drive further consolidation.
Qscanis a top 5 player in Australia where the top 5players make up ~50% of the market
−Group synergies are becoming more relevant: Rise of teleradiology allows groups to pool volume across sites
−Artificial Intelligence investment: Scale groups can invest more aggressively in Artificial Intelligence
development
−Radiologist compensation and value proposition: Large groups can invest in better equipment and
conditions for radiologists, as well as offering more attractive compensation models
−Access to funding: Higher equipment finance rates make investment more expensive for smaller players

InfratilInvestor Presentation –26 October 2020
A High Quality
Entry Point
Qscanis a
market leader in
a growth
industry, with a
secure revenue
base and a track
record of strong,
profitable
growth
9
Employer of Choice
•Differentiated employee proposition
•Strong track-record of radiologist attraction, having added over
20 radiologists in the last 2 years
•High radiologist advocacy –broader radiologist community
perceives Qscanas best in class across a number of key factors
Modern, Premium Equipment
•Well invested in new equipment, with little replacement capex
needed in the short term
•Market leader in PET & CT, early movers in deployment of PET
outside hospitals; successful partnership with Icon for new PET sites
•Skew towards high-value modalities, driving above-market growth
and profitability
Continuous Improvement Mindset
•Strong M&A integration capabilities, having successfully acquired
and integrated 6 companies in 3 years
•Profitability improvement over last two years has mainly been
driven by scale, with potential for further margin improvement
through sharing of best practices across network
•Further productivity gains available through automation of manual
tasks in short term and use of Artificial Intelligence in medium term

InfratilInvestor Presentation –26 October 2020
Strategically
Advantaged
Partnership
Model
Qscanis the
infrastructure and
services provider,
enabling
radiologists to
focus on patient
care
10
Qscanprovides a complete infrastructure and services platform for doctors
Equipment
High quality, hospital-
grade equipment
Systems
Infrastructure
Sophisticated
teleradiology capability
through single worklist
and centralised
reporting hubs
Corporate Services
Integrated and
comprehensive
corporate functions
Clinic Network
70+ clinics
Radiographers
Sonographers
Support staff
Aligned partnership model
•Qscanowns all the equipment, systems, contracts, and licences, and provides corporate support services
•Radiologists are independent medical practitioners, responsible for patient care
•Qscancollects billings and retains its service fee before remitting an agreed revenue share to radiologists
•Remuneration primarily based on revenue sharing, with limited fixed components, providing alignment
•Alignment reinforced through doctor equity ownership

InfratilInvestor Presentation –26 October 2020
Highly
Qualified
Team
Leading medical
professionals
and a high
quality executive
team
11
Clinical Leadership
•Diversified cohort of doctors with a reputation for
operational excellence and deep subspecialty expertise
•Representation on both the Professional Practice
Committee and Credentialing Framework Subcommittee
for the Royal Australian and New Zealand college of
Radiologists
High Quality Executive Team
Chris Munday -CEO
•Joined Qscanin 2017
•Over 25 years of senior management
experience, including as Partner at EY,
CFO for publicly listed companies and
Chair of a large childcare group
Stephen Berry -CFO
•Joined Qscanin 2017
•Over 15 years within publicly listed,
international, and private equity-backed
groups, following an early career in
external audit and advisory
0
5
10
15
20
25
30
35
40
45
Muscculoskeletal
Imaging
Cardiac Imaging
Oncology
Abdominal Imaging
Breast Imaging
Neuroradiology
Paediatric Radiology
Oral Medicine
Number of Radiologists
Qscan Doctor Subspecialty Mix

InfratilInvestor Presentation –26 October 2020
-
50
100
150
200
250
201820192020
Revenue
1
Historical
Financial
Profile
A focus on high
value modalities,
clinic rollout and
expansions has
delivered annual
revenue growth
12
CT
MRI
NucMed
PET
US
X-ray
Other
•Strong growthdriven by new clinic rollout and
clinic expansions
•Margin expansion achieved through operating
leverage and benefits of scale, despite material
investment in overheads
•60% of revenue from high value modalities
~13% CAGR
16%
18%
20%
-
10
20
30
40
50
60
201820192020
EBITDA
1
1
Financial year ending 30 June. Note historical financials presented on a pro-forma basis including historic performance of acquired businesses.
FY2020

InfratilInvestor Presentation –26 October 2020
Infratil’s diversified portfolio has
demonstrated its resilience and is
positioned to perform during a
sustained slowdown and subsequent
recovery
Sector
Portfolio
Strategy
Infratil is well
positioned in
scalable high
growth sectors,
with diversified
cash flows
generating
reliable non-
correlated
returns across
several
jurisdictions
13
Substantialinvestments
combiningcore and growth initiatives
which should deliver income and
capital growth
Investments
Natural home market advantage with
scalable offshore options
Geography
33%
44%
10%
11%
Renewable Energy
Data & Connectivity
Airport
Social Infrastructure
Other
28%
17%
16%
14%
10%
5%
5%
CDC Data Centres
Trustpower
Vodafone New Zealand
Tilt Renewables
Wellington Airport
RetireAustralia
Qscan Group
Longroad Energy
Other
49%
48%
New Zealand
Australia
USA
Europe

InfratilInvestor Presentation –26 October 2020
Funding and
Liquidity
Following the
transaction
Infratil will have
available
liquidity of
NZ$256 million
14
Pro-forma Capitalisation
(NZ$ Million)
As at
31 March 2020
As at
30 Sept 2020
Pro Forma
30 Sept 2020
1
Net bank debt471 86439
Infratil Infrastructure bonds1,072 1,072 1,072
Infratil Perpetual bonds232 232 232
Total net debt1,775 1,390 1,743
Market value of equity2,579 4,0524,052
Total capital4,354 5,4425,795
Gearing
2
40.8%25.5%30.1%
Infratil undrawn bank facilities
3
268 593 240
100% subsidiaries cash9 16 16
Liquidityavailable277 609 256
•As at 30 September 2020, drawn bank debt
was NZ$102 million with NZ$593 million of
undrawn bank facilities
•Infratil's next bank maturity is
NZ$32 million in February 2021
•Infratil's next two bond maturities are NZ$93.9
million of IFT220 bonds which mature in June
2021 and NZ$93.7 million of IFT190 bonds
which mature in June 2022
Debt Maturity Profile as at 30 September 2020 (NZ$ million)
•Infratil raised additional equity of NZ$300
million in June 2020
•The equity raise proceeds were initially applied
to reduce drawn bank facilities, with available
liquidity of NZ$609 million at 30 September
2020
•Infratil’s A$330 million investment in Qscanwill
be funded from existing bank facilities and no
additional funding is required
•Wholly owned group gearing to increase from
25.5% to 30.1%
1,2
1
Impact of the acquisition on Infratil’s 30 September 2020 balance sheet based on Infratil’s investment of A$330 million
2
Gearing at 30 September 2020 (Actual and Pro Forma) calculated as total net debt / total capital based on share price of NZ$5.605
as at 23 October 2020
3
Excludes Trustpower, Tilt Renewables, Wellington Airport, CDC Data Centres, RetireAustralia, Longroad Energy, Galileo Green Energy and Vodafone
32
115
350
148
50
-
94
194
122
662
232
-
200
400
600
800
FY21FY22FY23FY24FY25-31>FY31
Wholly-owned bank facilitiesBonds

InfratilInvestor Presentation –26 October 2020
Summary
Qscanprovides a
high-quality
entry point into
a sector with a
structural long-
term growth
outlook and
potential to scale
into a leading
healthcare
infrastructure
platform
15
Infratil Acquisition of QscanGroup
•Infratil has executed a conditional offer to acquire up to 60% of diagnostic imaging business QscanGroup
Holdings from Quadrant Private Equity and existing Doctor and Management shareholders for total cash equity
consideration of up to A$330 million
•Infratil will be investing alongside the Morrison & Co Growth Infrastructure Fund, and existing Doctor and
Management shareholders who elect to reinvest
•As the majority investor, Infratil will have strong governance rights consistent with its shareholding
•The diagnostic imaging sector is an essential services industry, offering a combination of defensive characteristics
and structural long-term growth
•The partnership model establishes Qscanas the infrastructure and services provider, with radiologists the providers
of patient care
•Qscanis a highly cash generative business, that also offers reinvestment options which give Infratil a clear path to
building a scale healthcare infrastructure platform
•Infratil continues to be willing to invest ahead of the mainstream infrastructure market and take on more complex
operating businesses to position our shareholders in next generation infrastructure

InfratilInvestor Presentation –26 October 2020
Glossary
16
AIArtificial intelligence
CTComputed tomography (a computerized x-ray imaging procedure)
DRDiagnostic radiology
MBSMedicare Benefits Schedule
MRI
Magnetic resonance imaging, a medical imaging technique used in radiology to form pictures of the
anatomy and the physiological processes of the body
NucMed
Nuclear medicine, is a specialized area of radiology that uses very small amounts of radioactive
materials, or radiopharmaceuticals, to examine organ function and structure
Oncology
Branch of medicine that deals with the prevention, diagnosis, and treatment of cancer
PETPositron emission tomography, widely used in clinical oncology
PFPro-forma
PMAPractice Management Agreement
QscanQscanGroup
Teleradiology
Teleradiology is the transmission of radiological patient images, such as X-rays, CTs, and MRIs, from one
location to another for the purposes of sharing with other radiologists and physicians
UTS
Ultrasound