Infratil Full Year Results for the year ended 31 March 2021
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
19 May 2021
Infratil Full Year Results for the year ended 31 March 2021
Infrastructure investment company Infratil Limited (‘Infratil’) (NZX, ASX ticker code IFT) today announced its
full year results for the year ended 31 March 2021. Infratil owns renewable energy, digital infrastructure,
airport and social infrastructure businesses in growth sectors. These businesses operate across Australia,
New Zealand, the United States and Europe, and include CDC Data Centres, Vodafone New Zealand
Trustpower, Tilt Renewables, Wellington Airport, Qscan Group, RetireAustralia and Longroad Energy.
Infratil’s performance for the year ended 31 March 2021 demonstrated the benefits of sector and
jurisdictional diversification. Proportionate EBITDAF
1
from continuing operations of $398.8 million for the
year was up from $370.2 million in the comparative period. The impact of Covid on the Infratil portfolio (in
particular for Wellington Airport and Vodafone New Zealand) was offset by strong cost control and the
continued demand for high-quality data centres facilities, which saw CDC Data Centres earnings growth of
25%.
Infratil’s share of the net loss for the year was $49.2 million, driven by unrealised energy derivative losses
at Trustpower and increased management incentive fees, which reflect valuation increases that are not
recognised for accounting purposes.
Despite the challenges and restrictions put in place to prevent the spread of Covid, during the year Infratil
and its portfolio businesses undertook capital expenditure and investment of $1,235 million, including $250
million in digital infrastructure and technology, $590 million in renewable energy, and $310 million in the
initiation of a new diagnostic imaging platform through Qscan Group.
Infratil’s total shareholder return for the year was 91.9%, comprising 4.3% after tax dividend return and
87.6% capital gain, including the rights issue.
Infratil has also declared a final dividend of 11.5 cents per share, a 4.5% increase on the prior year, reflecting
confidence in future forecast cash flows.
A remarkable year; global pandemic, first takeover offer in 26 years, and largest ever divestment
Infratil’s businesses have done an exceptional job managing the prolonged impacts of the Covid crisis;
servicing our people and customers safely, while safeguarding the capital of shareholders. While
Covid demonstrated the benefits of the sector and jurisdictional diversification within Infratil’s portfolio, it has
been the incredible work of employees within the portfolio companies that protected retirement village
residents, kept the lights on and helped to keep people working and connected.
The indicative offer Infratil received from AustralianSuper was a real time endorsement of the quality of
Infratil’s assets and their attractiveness to sophisticated investors. Since the indicative offer, the value of
Infratil has continued to be demonstrated through the outcome of the strategic review of Tilt Renewables,
the ongoing appreciation of the value of CDC Data Centres and the establishment of a new diagnostic
imaging platform.
In rejecting the offer Infratil Chair, Mark Tume noted that “the offer was undervaluing what is both a special
group of businesses and a unique and relatively unconstrained operating model.”
1
Proportionate EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in. It excludes
discontinued operations and management inventive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the
31 March 2021 Annual Results Presentation.
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
The divestment of Tilt Renewables shows the disconnect to private market valuations, with the process also
highlighting the accelerating global demand for decarbonisation aligned assets. The shareholder value
recognised through the Scheme Implementation Agreement is material, with the NZ$8.10 offer price
equivalent to a 106.6% premium above the Tilt share price prior to the announcement of Infratil Limited’s
strategic review on 4 December 2020. On completion the transaction is forecast to deliver gross proceeds
to Infratil in excess of $2.0 billion.
An opportunity to create a meaningful Australasian healthcare platform
On 22 December 2020, Infratil acquired 56.25% of Australian based Qscan for A$289.6 million (NZ$309.6
million), followed by the announcement after balance date that Infratil has now also entered into an
unconditional agreement to acquire between 53.5% and 58.5% of Pacific Radiology, for between NZ$312
million to NZ$344 million.
Diagnostic Imaging is an idea that matters. A value-based shift towards early diagnosis and preventative
care can significantly improve the healthcare lifecycle for patients and address system inefficiencies.
Infratil CEO Jason Boyes said the acquisitions “create a meaningful Australasian healthcare platform with a
number of potential synergies and adjacent opportunities. The purchases also confirm our continuing
confidence in thematics which are driving our capital allocation in communications and digital infrastructure,
decarbonisation, and aging populations”.
Following the acquisition of Pacific Radiology and receipt of the Tilt Renewables sale proceeds, Infratil will
have net cash of more than $1 billion for investment.
Infratil Considers Infrastructure Bond Offer
Infratil is considering making a new offer of unsecured, unsubordinated fixed rate Infrastructure bonds
maturing on 15 December 2027. Full details of the offer are expected to be released in the week beginning
24 May 2021. No money is currently being sought and no Bonds can be applied for until the offer opens.
Outlook and Guidance for the year ended 31 March 2022
Guidance for the year ended 31 March 2022 is for Proportionate EBITDAF of between $470 million and $520
million (excluding Tilt Renewables and Pacific Radiology).
The dividend outlook is for continued growth, reflecting the timing of forecast future cashflows from both
CDC Data Centres and Vodafone, as well those from the recent investments in Qscan Group and Pacific
Radiology.
Infratil continues to be willing to invest ahead of the mainstream infrastructure market and take on more
complex operating businesses to position Infratil’s shareholders in next generation infrastructure. In
anticipation of receiving the funds from the sale from Tilt Renewables, management has been particularly
active developing reinvestment options, which will prioritise growth from existing businesses where possible.
Investor briefing
There will be a briefing for institutional investors, analysts and media commencing at 10.00am (NZT). The
briefing and Q&A session will also be available by webcast and teleconference.
A webcast of the presentation will be available live at: https://edge.media-server.com/mmc/p/j9af8ij9
Any enquiries should be directed to:
Mark Flesher, Investor Relations
mark.flesher@infratil.com
---
Results Announcement
For the year ended 31 March 2021
19 May 2021
InfratilFull year results presentation 2021
Disclaimer
ThispresentationhasbeenpreparedbyInfratilLimited(NZcompanynumber597366,NZX:IFT;ASX:IFT)(Company).
Tothemaximumextentpermittedbylaw,theCompany,itsaffiliatesandeachoftheirrespectiveaffiliates,relatedbodiescorporate,directors,officers,
partners,employeesandagentswillnotbeliable(whetherintort(includingnegligence)orotherwise)toyouoranyotherpersoninrelationtothis
presentation.
Information
ThispresentationcontainssummaryinformationabouttheCompanyanditsactivitieswhichiscurrentasatthedateofthispresentation.The
informationinthispresentationisofageneralnatureanddoesnotpurporttobecompletenordoesitcontainalltheinformationwhichaprospective
investormayrequireinevaluatingapossibleinvestmentintheCompanyorthatwouldberequiredinaproductdisclosurestatementunderthe
FinancialMarketsConductAct2013ortheAustralianCorporationsAct2001(Cth).Thispresentationshouldbereadinconjunctionwiththe
Company’sAnnualReportfortheyearended31March2021,marketreleasesandotherperiodicandcontinuousdisclosureannouncements,whichare
availableatwww.nzx.com,www.asx.com.auorinfratil.com/for-investors/.
Notfinancialproductadvice
Thispresentationisforinformationpurposesonlyandisnotfinancial,legal,tax,investmentorotheradviceorarecommendationtoacquirethe
Company’ssecurities,andhasbeenpreparedwithouttakingintoaccounttheobjectives,financialsituationorneedsofprospectiveinvestors.
FuturePerformance
Thispresentationmaycontaincertain“forward-lookingstatements”abouttheCompanyandtheenvironmentinwhichtheCompanyoperates,suchas
indicationsof,andguidanceon,futureearnings,financialpositionandperformance.Forward-lookinginformationisinherentlyuncertainandsubject
tocontingenciesoutsideoftheCompany’scontrol,andtheCompanygivesnorepresentation,warrantyorassurancethatactualoutcomesor
performancewillnotmateriallydifferfromtheforward-lookingstatements.
Non-GAAPFinancialInformation
Thispresentationcontainscertainfinancialinformationandmeasuresthatare“non-GAAPfinancialinformation”undertheFMAGuidanceNoteon
disclosingnon-GAAPfinancialinformation,"non‐IFRSfinancialinformation"underRegulatoryGuide230:‘Disclosingnon‐IFRSfinancialinformation’
publishedbytheAustralianSecuritiesandInvestmentsCommission(ASIC)andarenotrecognisedunderNewZealandequivalentstoInternational
FinancialReportingStandards(NZIFRS),AustralianAccountingStandards(AAS)orInternationalFinancialReportingStandards(IFRS).Thenon-
IFRS/GAAPfinancialinformationandfinancialmeasuresincludeProportionateEBITDAF,EBITDAFandEBITDA.Thenon-IFRS/GAAPfinancial
informationandfinancialmeasuresdonothaveastandardisedmeaningprescribedbytheNZIFRS,AASorIFRS,shouldnotbeviewedinisolationand
shouldnotbeconstruedasanalternativetootherfinancialmeasuresdeterminedinaccordancewithNZIFRS,AASorIFRS,andtherefore,maynotbe
comparabletosimilarlytitledmeasurespresentedbyotherentities.AlthoughInfratilbelievesthenon-IFRS/GAAPfinancialinformationandfinancial
measuresprovideusefulinformationtousersinmeasuringthefinancialperformanceandconditionofInfratil,youarecautionednottoplaceundue
relianceonanynon-IFRS/GAAPfinancialinformationorfinancialmeasuresincludedinthispresentation.
FurtherinformationonhowInfratilcalculatesProportionateEBITDAFcanbefoundatAppendixI.
Nopartofthispresentationmaybereproducedorprovidedtoanypersonorusedforanyotherpurpose.
2
Disclaimer
InfratilFull year results presentation 2021
Programme
•Introduction
•Australian Super Indicative Offer
•Tilt Renewables Strategic Review
•Full Year Overview and Financial Highlights
•Operating Businesses
•Guidance for the year ended 31 March 2022
•Summary and Outlook
3
Infratil
Results
Announcement
A Remarkable
Year
Presenters
Jason Boyes –Infratil CEO
Phillippa Harford -Infratil CFO
InfratilFull year results presentation 2021
AustralianSuperTakeoveroffer
•In October 2020 the Infratil Board received an indicative and
confidential offer from AustralianSuperto acquire 100% of
Infratil via a scheme of arrangement
•The offer was for cash consideration of $4.69 per share and an
in-specie distribution of Trustpower shares, implying a total
offer value of $6.40 per Infratil share at that date
•That offer was subsequently revised in November 2020 to
increase the cash consideration to $5.79, implying a total offer
value of $7.43 per Infratil share at that date
•The Infratil Board reviewed the valuation and the proposed
structure and unanimously rejected both proposals as
materially undervaluing Infratil’s high quality and unique
portfolio of assets on a control basis
•The offer was also likely to have material conditions related to
Overseas Investment Office approvals
•Both proposals were unsolicited and materially undervalued
Infratil’s significant renewable energy and digital
infrastructure platforms
•Since the announcement of the offer, the value of Infratil has
been demonstrated through the strategic review of Tilt
Renewables, the ongoing appreciation of the value of CDC
Data Centres and the establishment of the diagnostic imaging
platform
4
Australian
Super
Indicative
Offer
The indicative
offer was an
endorsement of
the quality of our
assets and their
attractiveness to
sophisticated
investors
InfratilFull year results presentation 2021
TiltRenewablesStrategicReview
•Through Trustpower and then Tilt Renewables, Infratil was an
early investor in wind powered generation in New Zealand
and Australia, resulting in $2,150 million of capital
expenditure building 1,106MW of capacity with annual output
of 3,768GWh
•On 7 December 2020 Infratil announced that it was to
undertake a strategic review of its shareholding in
Tilt Renewables
•On 15 March 2021 Tilt Renewables announced it had entered
into a Scheme Implementation Agreement (‘SIA’) with a
consortium of Powering Australian Renewables and Mercury
Energy under which Tilt Renewables shareholders would
receive $7.80 per share in cash
•The terms of the SIA were revised on 16 April 2021 to increase
the Scheme consideration to $8.10 per share in cash
•The Infratil Board has confirmed its support for the proposal
with settlement being subject to regulatory approval, but
currently expected to occur in August 2021
•The shareholder value recognised through the SIA is material,
with the NZ$8.10 offer price equivalent to a 106.6% premium
above the Tilt Renewables share price prior to the
announcement of Infratil Limited’s strategic review on
4 December 2020
5
Strategic
Review
Infratil to sell
its 65.5%
shareholding in
Tilt Renewables
for $2.0 billion
InfratilFull year results presentation 2021
FullYearOverview
•Proportionate EBITDAF from continuing operations
$398.8 million, up from $370.2 million in the comparative
period (7.7% growth)
•Infratil's share of the net lossfor the year is
$49.2 million, driven byunrealised energy derivative
losses at Trustpower and increased performance
fees,which reflect valuation increases thatare not
recognised for accounting purposes unless realised
•Conditional agreement to sell Infratil’s 65.5% stakein Tilt
Renewables for gross proceedsof $2.0 billion which is
expected to complete in August 2021
•Proportionate capital expenditure and investment of
$1,235 million, including initiation of diagnostic imaging
platformthrough investment in Qscan
•Acquisition of between 53.5% and 58.5% of
Pacific Radiology announced in April and expected to
complete on 31 May 2021
•Partially imputed finaldividend of 11.50 cents per share
6
Full Year
Overview
Our performance
demonstrates
the benefits of
sector and
jurisdictional
diversification
InfratilFull year results presentation 20217
Financial
Highlights
Reported result
reflects the Covid
impact on
Wellington
Airport, the
accrued annual
incentive feeand
Trustpower
derivative
movements
31 March($Millions)20212020Variance% Change
Net Surplus/(Loss) from Continuing Operations (87.6)5.2(92.8)(1,784.6%)
Net Parent Surplus/(Loss)(49.2)241.2(290.4)(120.4%)
Proportionate EBITDAF
1
398.8370.228.67.7%
International Portfolio Incentive Fee223.1125.0(98.1)(78.5%)
Proportionate Capital Expenditure & Investment1,235.32,268.3(1,033.0)(45.5%)
Earnings per share (cps) from continuing activities(17.0)(37.1)(20.1)54.2%
Notes:
1.Proportionate EBITDAF is an unaudited non-GAAP measure. Proportionate EBITDAF does not have a standardised meaning and should not be
viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar
financial information presented by other entities. A reconciliation of Proportionate EBITDAF to Net profit after tax is providedin Appendix I
InfratilFull year results presentation 2021
•Operating revenue reflects the addition of Qscan
to the Group and a higher contribution from
associates, offset by the impact of Covidon
Wellington Airport
•Annual portfolio incentive fee reflects continuing
growth in Infratil’smaterial international assets
•Net increase in depreciation & amortisationdue
to the addition of Qscanto the Group
•Net interest decreased, primarily due toreduced
drawn debt at the wholly owned group level
through the Tilt Renewables capital return and
the Infratil equity raise
•Realisations and revaluations reflects the net
impact of electricity derivative and interest rate
swap movements, partially offset by property
revaluations and post-completion sales
adjustments from prior periods
•Discontinued operations relate to Tilt
Renewables, the prior period also includes
NZ Bus, Perth Energy, Snapper andANU student
accommodation
8
Results
Summary
Solid overall
operating result
during
challenging
Covid
environment
31 March ($Millions)20212020
Operating revenue1,241.61,189.5
Operating expenses(864.4)(848.0)
Operating earnings377.2341.5
Annual incentive fee(223.1)(125.0)
Depreciation & amortisation(82.8)(71.2)
Net interest(138.5)(145.0)
Tax expense4.2(9.5)
Realisations and revaluations(24.6)14.4
Net surplus/(loss) continuing (87.6)5.2
Discontinuedoperations
1
71.6479.0
Net surplus/(loss)(16.0)484.2
Minority earnings(33.2)(243.0)
Net parent surplus/(loss)(49.2)241.2
Notes:
1.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale
transaction rather than through continuing use
InfratilFull year results presentation 20219
Proportionate
EBITDAF
Covidimpact
offset by full year
contribution
from Vodafone
New Zealandand
CDC Data Centres
earnings growth
31 March ($Millions)20212020
CDC Data Centres75.859.6
Vodafone New Zealand223.5154.9
Trustpower102.195.1
Wellington Airport23.768.1
Qscan Group11.0-
RetireAustralia10.48.9
Longroad Energy0.119.2
Corporate(47.8)(35.6)
Proportionate EBITDAF
1
398.8370.2
Discontinued operations52.696.1
Total Proportionate EBITDAF
1
451.4466.3
Notes:
1.ProportionateEBITDAFrepresentsInfratil’sshareoftheconsolidatednetearningsbeforeinterest,tax,depreciation,amortisation,financial
derivativemovements,revaluations,gainsorlossesonthesalesofinvestments,andexcludestheimpactofInternationalPortfolioIncentive
Fees.ProportionateEBITDAFreplacesUnderlyingEBITDAFasmanagement’spreferredmeasureformeasuringtheunderlyingperformanceof
Infratil’sportfoliocompanies
•Strong CDC performance with continued
revenue growth from existing data centres and
new data centres becoming operational
•Full year contribution from Vodafone New
Zealand, with business improvements offsetting
Covidimpacts
•Slightly higher contribution from Trustpower,
withan increase in higher margin telco
customers and reduced operating expenses
offset by lower generation volumes
•Wellington Airport contribution materially
impacted by reduction of passenger traffic due
to Covid, partially offset by cost reductions
•Longroad contribution impacted by extreme
weather events in Texas in February 2021
•Corporate expenses reflect increased
management fees driven by Infratil share price
appreciation
•Discontinued operations relate to Tilt
Renewables, the prior period also includes
NZ Bus, Perth Energy, Snapper and the ANU
student accommodation
InfratilFull year results presentation 202110
Proportionate
Capital
Expenditure &
Investment
Continued to
identify and
invest in the next
generation of
essential services
and asset classes
Notes:
1.ThetableshowsInfratil’sshareoftheinvestmentspendingofinvesteecompanies.InaperiodwhereInfratilacquiresanewinvestment,the
considerationpaidisshownastheinvestmentforthatperiod.InJuly2019,Infratilacquireda49.9%shareofVodafoneNewZealandfor
$1,029.9million,andthereforethisisshowastheinvestmentspendinginrelationtoVodafoneNewZealandinthecomparativeperiod.The
currentperiodincludesInfratil’s49.9%shareofVodafoneNewZeaalnd’scapitalexpenditure.
31 March ($Millions)20212020
CDC Data Centres119.3226.6
Vodafone New Zealand126.4-
Trustpower18.617.7
Tilt Renewables247.3332.2
Wellington Airport23.153.2
RetireAustralia29.828.0
LongroadEnergy325.9533.5
Other12.541.4
Capital Expenditure902.91,232.6
Vodafone New Zealand acquisition-1,029.9
Qscan Group acquisition309.6-
Other22.85.8
Investment322.41,035.7
Total Capex & Investment1,235.32,268.3
•CDC Data Centres’ completion of Eastern Creek 3
in Sydney (28MW) and ongoing construction of
4 data centres totalling 70MW
•Vodafone New Zealand investment was across
5G and regional network upgrades, fixed wireless
acceleration and investment in the digital
transformation programme
•Tilt Renewables’ construction of the Dundonnell
Wind Farm (336MW)and completion of the
WaipipiWind Farm (133MW)
•Growth capital projects suspended at Wellington
Airport due to Covid, however runway overlay
brought forward given Covid-related cessation
of international flights
•RetireAustraliacapital expenditure includes
construction of The Rise at Wood Glen and The
Verge, Burleigh
•LongroadEnergy currently has 824MW of utility
scale solar (Alabama, California & Texas) under
construction
•Qscanacquisition completed in December 2020
InfratilFull year results presentation 2021
•Theinternationalportfolioannualincentivefeeassessestheperformanceoftherelevantassetssincetheprevious
balancedateasdeterminedbyindependentvaluations
•TheFY2021annualincentivefeeispayableinthreeannualtranchesof$74.4million,withpaymentofthesecond
andthirdtranchebeingsubjecttothetotalvalueoftheassetsbeingmaintainedattherelevantdate
•TheannualincentivefeeinrelationtoTiltRenewablesisbasedonan‘undisturbedvaluation’of$5.44pershare
•Noinitialincentivefeeorrealisedincentivefeewererequiredtobecalculatedasat31March2021
11
International
Portfolio
Annual
Incentive Fee
Fee reflects the
ongoing growth
of the material
international
assetsand
demand for
Infratil’s chosen
sectors
Notes:
1.The hurdle rate is calculated on a daily basiscompounding, and adjusted for any capital movements and distributions during the period
2.IRR calculated in NZD after incentive fees and calculated as at31 March 2021
3.Tilt Renewables IRR based on a forecast settlement date of 31 August 2021 at the Scheme consideration price of $8.10 per share
31 March($Millions)
Prior YearCapitalDistributionsHurdle
1
ValuationAnnual FeeIRR
2
CDC Data Centres1,515.6(8.4)5.8(181.6)2,401.4140.3
41.2%
LongroadEnergy162.4(23.7)28.2(18.5)136.2(8.0)
41.5%
Tilt Renewables
3
966.5179.6-(100.4)1,317.586.1
36.5%
3
RetireAustralia308.2--(37.0)361.03.2
2.3%
ASIP33.4(0.3)-(4.0)45.61.6
10.9%
2,986.1147.334.0(341.5)4,261.7223.1
InfratilFull year results presentation 2021
1
Gearing calculated as total net debt / total capital based on share price at 31 March 2021
2
Subject to approvals from the Foreign Investment Review Board (Australia), Overseas Investment Office (NZ) and the High Courtof NZ
12
Debt Capacity
& Facilities
Following the
Pacific Radiology
acquisition and
receipt of Tilt
Renewables’ sale
proceeds Infratil
will have net
cash of more
than $1 billion
31 March ($Millions)20212020
Net bank debt/(cash)
328.2470.9
Infratil Infrastructure bonds
1,155.21,071.9
Infratil Perpetual bonds
231.9231.9
Total net debt1,715.3 1,774.7
Market value of equity5,151.02,579.3
Total capital6,866.34,354.0
Gearing
1
25.0%40.8%
Infratil wholly owned undrawn bank facilities353.0 268.0
100% subsidiaries cash13.8 9.1
Liquidityavailable366.8277.1
Debt Maturity Profile as at 31 March 2021 (NZ$ million)
•Infratil’sinvestment in Pacific Radiology will
initially be funded via a $350 million
12-month bridge facility established for the
purpose of acquiring Pacific Radiology
•Upon completion of the Tilt Renewables’
disposal, Infratil will fully repay its drawn
bank debt facilities, including the Pacific
Radiology acquisition bridge facility,
leaving a net cash balance of more than
$1 billion
•Infratil expects that completion of the Tilt
Renewables’ sale will occur prior to
30 August 2021
2
•As at 31 March 2021, drawn bank debt was
$342 million with $353 million of undrawn
bank facilities
•$50 million bank facility that was scheduled
to mature in June 2021 has been
refinanced. Infratil’snext bank maturities
are $65 million in February 2022
•Infratil'snext two bond maturities are
$93.9 million of IFT220 bonds in June 2021
and $93.7 million of IFT190 bonds in June
2022
65
350
180
100
-
94
194
122
745
232
-
200
400
600
800
1,000
FY22FY23FY24FY25-31>FY31
Wholly owned bank facilitiesBonds
InfratilFull year results presentation 2021
InfratilConsidersInfrastructureBondOffer
•Infratil is considering making a new offer of unsecured,
unsubordinated fixed rate Infrastructure Bonds (“Bonds”)
maturing on 15 December 2027
•Subject to availability, New Zealand resident holders of
Infratil's $93.9 million bonds maturing on 15 June 2021
("IFT220 Bonds") will have the opportunity to exchange all or
some of their IFT220 Bonds for new Bonds. There is also
expected to be a general offer of the new Bonds
•The full details of the offer are expected to be released in the
week beginning 24 May 2021. Any offer will be made in
accordance with the Financial Markets Conduct Act 2013 with
the Bonds then quoted on the NZX Debt Market
•No money is currently being sought and no Bonds can be
applied for until the offer opens
13
Infratil
Considers
Infrastructure
Bond Offer
Maturing
December
2027
InfratilFull year results presentation 2021
Total Shareholder Return
1
PeriodTSR
1 Year to 31 March 91.9%
5 Year23.2%
10 Year20.1%
Inception –27 years18.8%
1
Total shareholder returns are to 31 March 2021 based on a closing share price of $7.13
14
Share Price
Performance
Outstanding
returns delivered
over the medium
and long-term
3.00
4.00
5.00
6.00
7.00
8.00
9.00
31/0330/0431/0530/0631/0731/0830/0931/1030/1131/1231/0128/0231/0330/04
Infratil Share Price
InfratilFull year results presentation 2021
Final Ordinary Dividend
•A final dividend of 11.5 cps payable on
22 June 2021, partially imputed with 3.5 cps of
imputation credits attached
•The FY2021 final dividend is a 4.5% increase on
the prior year and reflects confidence around
forecast cashflows
•The record date will be 9 June 2021
•The dividend reinvestment plan will not be
activated for this dividend
DividendOutlook
•The dividend outlook is for continued growth,
reflecting the timing of forecast future
cashflows from both CDC Data Centres and
Vodafone New Zealand, as well those from the
recent investments in QscanGroup and Pacific
Radiology
15
Full Year
Distribution
FY2021 final
dividend of
11.5 cps,
increased by
4.5%from the
prior year
0
2
4
6
8
10
12
14
16
18
20
201320142015201620172018201920202021
OrdinaryDividendperShareProfile
InterimFinal
Operating Businesses
InfratilFull year results presentation 2021
Performance
•Reported EBITDAF of A$147.3 million, an increase of
A$29.8 million (+25.3%) from the prior year
•Strong performance from continued revenue growth from
existing data centres and commissioning of new data centres
•CDC’s total capacity increased 26.7% during the year to 133MW
with the commissioning of Eastern Creek 3
•Successful establishment of and positive progress on the
construction of the Auckland developments
•Positive tailwinds combined with increasing market confidence in
the broader sector outlook, have further de-risked CDC’s
business model and growth prospects
GrowthTrajectory
•Signing of new long-term customer contracts has accelerated
construction, with Eastern Creek 4 and Hume 5, totalling 60MW,
now scheduled to be completed in the first half of FY2023
•Acceleration in customer demand has also facilitated an
expansion in CDC’s medium term development pipeline through
an upsizing of planned facilities and the addition of new
developments to the pipeline
•Whole of portfolio weighted average lease expiry (WALE) of
8.1 years, and 14.4 years with options
•FY2022 forecast reported EBITDAF of A$160-A$170 million as a
year of building and fitting out data centre capacity that lays the
foundation for stronger EBITDA growth in FY2023
17
CDC
Data Centres
Digital
Infrastructure is
at the core of
everything and
continues to
drive demand for
high-quality
data centres
InfratilFull year results presentation 2021
Performance
•Reported EBITDA
1
(100%) of $447.8 million, including an estimated
negative impact of $64.0 million as a result of Covidincome losses
•Total revenue of $1,953.7 million was down 4.7% from the prior
year, impacted by a reduction in roaming, pre-paid and retail
revenues due to the significant reduction in international travel
•Significant cost cutting to streamline the operating model has
mitigated the revenue impact
•Best ever-scores in customer service have been achieved
•Capital expenditure of $253.4 million across 5G and regional
network upgrades, fixed wireless acceleration and investment in
the digital transformation programme
Growth Trajectory
•DX programme underway to simplify and digitise operating model
and address legacy complexity
•New capability will address future cost structure while enhancing
customer experience and development of modern product sets
•Network Forward strategy focused on wholesale scaling, on-net
acceleration and infrastructure sharing
•Remarkable Simplicity strategy to deliver a world-class digital telco
•FY2022 reported EBITDA is forecast to be in the range of
$480 million to $510 million; 10.5% growth at the mid-point
18
Vodafone
New Zealand
Strong cost
improvements
have supported
significant
reinvestment in
the next phase of
strategic growth
Notes:
1.ReportedEBITDAincludes$52.9millionofadjustmentsrelatingtoIFRS16
InfratilFull year results presentation 2021
Performance
•During the current period Infratil received cash distributions of
NZ$28.2 million and capital returns of NZ$11.3 million
•To date Infratil has invested NZ$220.8 million, and received
distributions and capital returns of NZ$224.2 million
•Reported result impacted by extreme weather events in Texas in
February 2021 and partial sale of development projects
ConstructionandDevelopment
•Completed the construction of the 379MW Prospero Solar project
in Texas and sold 50% of the equity
•Achieved financial close and the sale of the 294MW Muscle Shoals
Solar project
•Achieved financial close and commenced construction of the
331MW Prospero 2 Solar Project (US$320 million)
•Acquired and developing the 199MW Sun Streams 2 Solar Project
GrowthTrajectory
•Total operating portfolio is currently 1,582MW, while also
managing construction of a further 824MW
•Longroad Energy Services currently provides operating and
maintenance services to 3,456MW including 1,875MW for third
parties
•Selected by Hawaiian Electric Company to begin developing two
utility-scale solar and battery storage projects for completion in
2023 (120MW and 40MW)
19
Longroad
Energy
The speed of
execution shows
that the US
market for
renewable
generation is
enormous,
dynamic and
efficient
InfratilFull year results presentation 2021
Performance
•EBITDAF of A$74.9 million was A$42.6 million (36.3%) below the
prior year due to the sale of Snowtown 2 in December 2019
•1,840GWh of emissions-free energy produced across the portfolio,
with Waipipi & Dundonnell contributing 40% of FY21 total
generation produced
•Capital return to shareholders of A$258 million was completed in
July 2020 (Infratil share NZ$179.6 million)
ConstructionandDevelopment
•133MW Waipipi Wind Farm completed on time and within budget,
despite the 5 week site shutdown due to Covidrestrictions in
New Zealand
•Dundonnell is operating under a controlled output constraint of
295MW (of an installed 336MW) as at 31 March 2021, allowing the
wind farm to export circa 97% of expected annual energy
•Foundation Power Purchase Agreement secured for the 396MW
Rye Park Wind Farm in New South Wales
SchemeofArrangement
•Infratil has confirmed its support for the Scheme of Arrangement
for the sale of Tilt Renewables. On completion, the scheme
consideration of NZ$8.10 per share will result in gross proceeds to
Infratil of approximately NZ$2.0 billion
20
Tilt
Renewables
Delivery of two
key construction
projects and
external
validation of the
value
accumulated in
the platform
InfratilFull year results presentation 2021
Performance
•EBITDAF of $200.2 million was $13.8 million (7.4%) above the
comparative period of $186.4 million
Customers
•Total retail utility accounts of 421,000 were up 10,000 on the
comparative period, with 52% of customers now taking two or
more products
•Introduction of mobile to the bundled product offering and
continued customer migration to higher value broadband plans
saw a significant increase in telco revenue
•Strategic review of Retail business is underway to test market
interest while also exploring the merits and business case to
establish a standalone generation business
Generation
•A sustained dry period impacted inflows and generation out of
Trustpower’shydro generation fleet with total inflows 83% of
average
•Low inflows and continued gas supply issues resulted in
sustained high wholesale prices, contributing to an increase in
the average cost of generation sold offsetting the reduction in
volume
•Trustpower continues to develop a diverse pipeline of value-
adding generation development options that have the potential
to be executed by 2030
21
Trustpower
Current period
impacted by
extended dry
weather
sequences
impacting
inflows
nationwide,
offset by
elevated
wholesale prices
and strong Retail
performance
InfratilFull year results presentation 2021
Performance
•EBITDAF of $36.0 million ($25.1 million in H2) was $67.2 million
(65.1%) lower than the prior year
•Operating costs, excluding rates and insurance, were reduced by
38% reflecting discipline on discretionary spendand a 20%
reduction in remuneration for Management and Directors
•Capital expenditure of $35.0 million was a reduction of
$54.0 million to plan, with only resilience projects progressed
including major runway resurfacing brought forward
•2,968,960 domestic passengers and 162 international passengers
compared to 5,225,999 and 919,741 in FY2020
•Shareholders underwrote $75.8 million of equity (which was not
drawn) and lender support was maintained
•Pricing consultation was concluded with airlines for the period
1 April 2019 to 31 March 2024 with a wash-up instituted to share
risk
GrowthTrajectory
•420,000 domestic passengers in April (85% recovery)
•May resumption of Trans-Tasman services by AirNZ, Qantas, and
Jetstar, with hope that Virgin, Fiji Airways, and Singapore will
resume services as Covid-restrictions are lifted
•Capital expenditure reduced to $20 million in FY2022 with
growth projects still on hold
22
Wellington
Airport
Full year
performance
reflects a strong
response to an
unprecedented
operating
environment
InfratilFull year results presentation 2021
Performance
•Underlying Profit
1
of A$30.2 million was $13.3 million above prior
year (78% growth)
•323 resale settlements vs. 292 in FY2020 and 20 new units vs. 16
in FY2020, with a total collect of A$47.7 million vs. A$40.1 million
in prior year
•Net fair value gain of A$38.2 million from the revaluation of
investment properties reflecting the challenging Covid-impacted
starting position as at31 March 2020
•Portfolio occupancy remained above the industry average
•Resident surveys showed the highest ever levels of satisfaction
with life in a RetireAustraliacommunity
GrowthTrajectory
•Completion of 24 premium apartments at The Rise at Wood Glen
on the Central Coast during the year
•Stage one of The Verge, Burleigh (co-located with BurleighGolf
Club) delivered 40 premium apartments in the current period,
with remaining stages expected to deliver a further
130 apartments
•RetireAustraliais now planning to start construction of additional
accommodation at ForrestersBeach (22 Units) and a new village,
The Green, located in Tarragindiin Brisbane (94 Units) and stage
3 of The Rise at Wood Glen
23
RetireAustralia
The most
important
success of
FY2021 was in
keeping
residents safe
from Covid and
socially engaged
1
Underlying Profit is an unaudited non-GAAP measure used by RetireAustraliathat
removes 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
InfratilFull year results presentation 202124
Qscan Group
& Pacific
Radiology
A high-quality
entry point into
a sector with
structural long-
term growth and
the potential to
scale into a
leading
healthcare
infrastructure
platform
QscanGroup
•On 22 December 2020, Infratil acquired 56.25% of Australian
based Qscanfor A$289.6 million (NZ$309.6 million)
•Qscanis a comprehensive diagnostic imaging business operating
predominantly on the eastern seaboard of Australia with over
70 clinics and over 100 radiologists
PacificRadiology
•On 31 May 2021 Infratil is to purchase between 53.5% and 58.5%
of New Zealand-based Pacific Radiology for between
$312 million and $344 million
•Pacific Radiology is the largest diagnostic imaging service
provider in New Zealand, operating 46 clinics in the South Island
and lower North Island with 90 radiologists and 560 other
medical and management staff
DiagnosticImaging
•The outlook for the diagnostic imaging sector benefits from
long-term tailwinds of a growing ageing demographic with an
increasing prevalence of chronic disease
•Diagnostic Imaging is an idea that matters. A value-based shift
towards early diagnosis and preventative care can significantly
reduce the healthcare lifecycle for patients and address system
inefficiencies whilst achieving patients‘ desired outcomes
•The acquisitions present an opportunity to create a meaningful
Australasian healthcare platform with a number of potential
synergies and adjacent opportunities
InfratilFull year results presentation 2021
InfratilGuidance
•FY2022ProportionateEBITDAFguidancerangefromcontinuing
operationssetat$470-$520million
Keyguidanceassumptionsinclude:
•CDCDataCentresEBITDAFofA$160-$170million(Infratil:48.1%)
•VodafoneEBITDAFof$480-$510million(Infratil:49.9%)
•TrustpowerEBITDAFof$200-$225million(Infratil:51%)
•WellingtonAirportEBITDAFof$67-$72million(Infratil:66%)
•QscanGroupEBITDAFofA$65-$70million(Infratil:56.3%)
•TiltRenewablesandPacificRadiologyarebothcurrentlyexcluded
fromguidancefromcontinuingoperations
•ForecastAUD/NZD0.9340,USD/NZD0.7420andEUR/NZD0.5920
•GuidanceisbasedonInfratilmanagement’scurrentexpectations
andassumptionsaboutthetradingperformance,issubjecttorisks
anduncertainties,anddependentonprevailingmarketconditions
continuingthroughouttheoutlookperiod
•GuidanceisbasedonInfratil’scontinuingoperationsandassumes
nomajorchangesinthecompositionoftheInfratilinvestment
portfolio
•Tradingperformanceandmarketconditionscanandwillchange,
whichmaymateriallyaffecttheguidancesetoutabove
Infratil
Guidance
For the year
ended
31 March 2022
InfratilFull year results presentation 2021
Wrap-up
26
Summary &
Outlook
The global focus
on infrastructure
as an asset class
has not
diminished
Infratil’s ability
to source and
compete for
high-quality
assets
For further
information:
www.infratil.com
InfratilFull year results presentation 202128
Appendix I
Reconciliation of
NPAT to
Proportionate
EBITDAF
Proportionate EBITDAF is an unaudited
non-GAAP (‘Generally Accepted Accounting
Principles’) measure of financial
performance, presented to provide
additional insight into management’s view
of the underlying business performance.
Specifically, in the context of operating
businesses, Proportionate EBITDAF provides
a metric that can be used to report on the
operations of the business (as distinct from
investing and other valuation movements).
31 March ($Millions)20212020
Net profit after tax (‘NPAT’)(16.0)
484.2
Less: Associates
1
equity accounted earnings(182.6)
(86.8)
Plus: Associates
1
proportionate EBITDAF306.1
242.1
Less: minority share of Subsidiary
2
EBITDAF(101.9)
(126.6)
Net loss/(gain) on foreign exchange and derivatives56.4
(15.2)
Net realisations, revaluations and impairments(31.8)
0.8
Discontinued operations(71.6)
(479.0)
Underlying earnings(41.4)
19.5
Plus: Depreciation & amortisation82.8
71.2
Plus: Net interest138.5
145.0
Plus: Tax(4.2)
9.5
Plus: International Portfolio Incentive fee223.1
125.0
Proportionate EBITDAF398.8370.2
Notes:
1.Associates include Infratil’s investments in CDC Data Centres, Vodafone NZ, RetireAustralia, Longroad Energy and Galileo Green Energy
2.Subsidiaries include Infratil’s investments in Trustpower, Qscan and Wellington Airport
InfratilFull year results presentation 202129
Appendix II
Comparison of
31 March 2021
Underlying
EBITDAF to
Proportionate
EBITDAF
Proportionate EBITDAF is an unaudited
non-GAAP (‘Generally Accepted Accounting
Principles’) measure of financial
performance, presented to provide
additional insight into management’s view
of the underlying business performance.
Specifically, in the context of operating
businesses, Proportionate EBITDAF provides
a metric that can be used to report on the
operations of the business (as distinct from
investing and other valuation movements).
•EBITDAFis a non-GAAP measure of financial performance showing net earnings before interest, tax, depreciation, amortisation,
foreign exchange and financial derivative movements, revaluations, impairment and non-operating gains or losses on the sales
of investments and assets
•Proportionate EBITDAF shows Infratil’s share of the EBITDAF of the companies it has invested in, less Infratil’s operating costs,
excluding discontinued operations, and before incentive fees
•The primary difference between Underlying EBITDAF to Proportionate EBITDAF is a reduction in the level of reported EBITDAF
from the ‘consolidated entities’ (Trustpower, Tilt Renewables, Wellington Airport and Qscan) from 100%, to Infratil’s
proportionate share of their respective EBITDAF
•Underlying EBITDAF also previously incorporated Infratil’s 50% share of the Underlying Profit of RetireAustralia. Similar to the
above change RetireAustralia is now also shown as a proportionate share of its EBITDAF
•The other main difference reflects a change from the use of Infratil’s share of ‘net surplus before tax’ to a proportionate share of
EBITDAF for Longroad Energy. EBITDAF does not include any development gains from project sales by Longroad Energy
•The underlying principle of taking a Proportionate EBITDAF approach is to better reflect the level of beneficial interest that
Infratil has in the results of its portfolio companies
1
2
3
1
2
3
31 March 2021 ($Millions)Ownership
Underlying
EBITDAF
Proportionate
EBITDAF
CDC Data Centres48.08%75.8
75.8
Vodafone New Zealand49.9%223.5
223.5
Trustpower51.0%200.2
102.1
Wellington Airport66.0%36.0
23.7
Qscan56.25%19.6
11.0
RetireAustralia50.0%15.1
10.4
Longroad Energy40.0%47.9
0.1
Corporate and other(53.1)
(47.8)
565.0
398.8
InfratilFull year results presentation 2021
31 March ($Millions)
Wholly Owned Group Net Bank Debt –31 March 2020
470.9
Trustpower dividends
(51.9)
Wellington Airport subvention payment
(38.1)
Vodafone New Zealand distributions and capital return
(96.7)
Tilt Renewables capital return
(179.6)
Longroad Energy distributions and capital return
(39.5)
CDC Data Centresdistributions
(5.8)
International Portfolio Annual Incentive Fee (FY2020 First Instalment)
41.7
Net interest
67.8
Net other operating cashflows
57.1
Dividends paid
117.7
Equity raise proceeds (net of issue costs)
(294.1)
IFT300 bond subsequent offer
(83.6)
Qscan Investment
309.6
Other investing and financing cashflows
52.7
Wholly Owned Group Net Bank Debt –31 March 2021328.2
ClearvisionVentures10.8
Longroad Energy35.0
Galileo Green Energy11.7
CDC Data Centres8.3
Infratil Infrastructure Property (net of proceeds from sale of Kilbirnie bus depot of $34.8 million)(18.8)
Other5.7
Net other investment & financing cashflows52.7
30
Appendix III
Movements in
Wholly Owned
Group Net Bank
Debt
The Wholly Owned Group comprises
Infratil and its wholly-owned subsidiaries
and excludes Trustpower, Tilt Renewables,
Wellington Airport, QscanGroup, CDC Data
Centres, Vodafone NZ, RetireAustralia,
LongroadEnergy, and Galileo Green Energy
Wholly Owned Net Bank Debt comprises
the drawn bank facilities (net of cash on
hand) of Infratil’swholly owned subsidiaries
1
1
---
01
Innovation &
Investment
Infratil
Annual Report
2021
The lack of preparation for the covid
pandemic resulted in extreme measures to
protect people and maintain economic
equilibrium. Because they were
considered necessary to save lives many
measures crossed established boundaries
of personal freedoms and cost, without
causing social backlash (mainly).
While covid remains a threat, attention
is now focused on other environmental
and social concerns. And fueled by the
experience of covid, there is both urgency
to get ahead of the challenges and
willingness to undertake big, if not
extreme, measures.
But there are other lessons that should be
taken from the covid response. The
benefits of social unity and shared
responsibility, and the efficiency which
comes from good planning and
management (and the cost when
planning and execution are poor).
Covid, climate change, species extinction,
social dislocation, deprivation and loss of
personal fulfilment, are all challenges with
shared consequences. “Privatising profits
and socialising costs” is in focus and is
impacting how companies prioritise their
responsibilities to their owners and to
society and the environment. To be
successful for its owners a company must
show that it is positively contributing to its
people, to those who use its services, to its
community and to the environment.
Especially with climate change, corporate
profits are no solace if global warming
continues with terrible consequences.
But anyone who wants to see social and
environmental challenges met and
surmounted, should also want to enlist
corporate innovation, investment and
capability. Companies cannot invest to
only deliver social and environmental
goods. If they don’t provide a return on
financial capital that capital will be
withdrawn, but they must also deliver
positive returns on all of financial, human,
social and natural capital.
Infratil’s goal is to provide good risk-
adjusted returns for shareholders and in
so doing to allocate capital and to
manage its activities in recognition of
wider responsibilities. It must also be
accountable through measurement,
reporting, and transparency.
Last year will be remembered
for the speed of change.
Coincidentally environmentalist
David Attenborough published
a testament reflecting on the
world since 1937 when he was
11 and what needs to happen
to reverse the environmental
degradation he has witnessed.
While environmental harm is
undeniably accelerating, he
also opines that reversing the
harm could happen quickly, with
commitment and good policies.
Addressing social &
environmental challenges
1954196019781937
World population: 2.3 billion
Remaining wilderness: 66%
Carbon in atmosphere: 280 parts per million
David Attenborough ‘A Life on Our Planet’
Population. Wilderness. Atmosphere
Forestation and wilderness can be
increased, marine life can be revitalised,
emissions can be curtailed, the global
population can be stabilised; in each case
by applying rational policies.
Delivering ethical goals needs plans
based on sound science and economics,
and execution that is efficient, effective,
and accountable. All core requirements of
successful companies.
Anticipating and preparing for change is
the foundation of how Infratil allocates its
capital.
• Predicting increasing societal response
to the threat of climate change drove
Infratil’s early investment in renewable
generation.
• Expansion of the Asian middle classes
and their increasing ability to travel
requires increasing airport capacity.
The objective now is to maintain the
benefits of connectivity while meeting
2050 emission targets.
• The information explosion resulting
from mobile connectivity and
ubiquitous devices requires specialist
data processing and storage facilities
and telecommunications infrastructure.
• Rising demand for health services is
driving the need for efficient
technological responses to improve
outcomes and affordability.
• The increasing population of elderly
people seeking independence,
community, and care is resulting in
increasing demand for retirement
accommodation with access to
specialist health services.
01
1989201119972020
World population: 7.8 billion
Remaining wilderness: 35%
Carbon in atmosphere: 415 parts per million
David Attenborough ‘A Life on Our Planet’
Population. Wilderness. Atmosphere
Tilt Renewables
Infratil has contracted to
sell its 65.5% shareholding in
Tilt Renewables (“Tilt”) for
$2,000.2 million. Settlement
is expected to occur later in
the year following regulatory
approvals.
Infratil’s net investment into Tilt was
$108.2 million. The $1,892.0 million gain
on sale reflects a series of decisions
starting in 1994.
Through Trustpower and then Tilt, Infratil
was an early backer of wind powered
generation in New Zealand and Australia.
All up the two companies invested
$2,150 million building 1,106MW of
capacity with annual output of 3,768GWh.
The largest installation of capacity of any
Australasian wind-generation developer.
The original reasons for getting into wind
generation were simply that wind was the
lowest-cost form of renewable generation,
could be scaled to suit requirements and
opportunities, offered short development
times, and a lot of renewable generation
was going to be required as climate
change became a motivating concern.
Given Tilt’s pipeline and the continuing
likely demand for more renewable
generation on both sides of the Tasman,
the reasons to sell are more complex.
The key consideration was that the sale
price of the Australian assets placed a
large value on Tilt’s development pipeline.
On a like for like basis (comparing the
Australian and New Zealand asset values)
the development pipeline attracted a
value of approximately $1 billion. For the
buyers there is a value in that potential,
including strategic benefits, which Infratil
would struggle to match.
Also, Infratil is actively undertaking
renewables projects in the U.S.A. and
Europe and considers that there are
investment opportunities in those regions
which offer the prospect of better returns
on the funds released from the Tilt sale.
It should be noted that while the
successful outcome of Infratil’s investment
was based on a series of key decisions
starting in 1994, the performance of Tilt’s
management was crucial. Following
the demerger from Trustpower, Deion
Campbell and his team developed a
high performing culture based on strong
values. Their outstanding delivery
reflected excellence across the full
life-cycle of each project; early stage
development, investment analysis and
decisions, construction, power sales
terms, funding, and operations.
They created an industry
leading platform that delivered
the great outcome for investors,
and Infratil’s highest ever exit
value.
02
Tilt Renewables
Doing well. Doing good
2007
Manawatu
2008
South Australia
2011
Otago
1999
Manawatu
Households receiving electricity: 17,000
CO2 reduction per year: 54,000 tonnes
2014
South Australia
73 metres high
Doing Well While Doing Good
Tilt’s operational wind farms (including the
one sold in 2019) cost $2,150 million to
build. In a year of normal wind they are
expected to generate 3,768GWh of
electricity, sufficient for about 540,000
average households. Giving an average
capital cost per household of about
$4,000.
Were the same electricity generated by
efficient gas-fired power stations it would
result in emissions of about 1.7 million
tonnes of CO
2
a year (coal-fired
generation would produce about twice
this amount of CO
2
). That is about 4% of
New Zealand’s total CO
2
emissions.
At current New Zealand emission prices,
gas-fired generation emitting 1.7 million
tonnes of CO
2
would incur an annual cost
of about $60 million, giving wind
generation an appreciable relative
advantage, which will increase if the price
of emissions increases.
While all of Tilt’s generation cost
$2,150 million to build, Snowtown 2
which cost $453 million was sold in 2019.
Deducting this sold asset gives a
$1,697 million cost to build everything
else which has a $3,238 million value at
the acquisition price (debt and equity).
This is however a little misleading as a
significant part of Tilt’s value on sale was
its development pipeline which is not
reflected in the historic construction costs.
An Infratil shareholder may look back at
the September 2020 $913.7 million value
of Infratil’s Tilt shareholding and wonder if
they could have anticipated the increase
to $2,000.2 million seven months later.
That would have been difficult, but they
could have gauged if there was an option
value intrinsic to the asset and factored in
some anticipation of that value being
realised, albeit with no certainty of timing.
Infratil’s long-term shareholder returns of
18.8% per annum over 27 years have been
based precisely on creating investment
options. They do not reflect buying a
business and selling the same business
five years later. The returns have arisen
because after its purchase, the business
will have invested in expanding its
capacity and will have built a pipeline of
future investment opportunities.
The value created for Infratil comes from
both the increased earnings the business
would have generated from investing in its
activities and from the potential for future
investment and hence future earnings
growth. This second part is the option
value.
03
Households receiving electricity: 540,000
CO2 reduction per year: 1,700,000 tonnes
2014
South Australia
2018
Victoria
2021
Taranaki
2021
Victoria
189 metres high
The history of how Tilt came into being
and how Infratil secured its interest is
an example of strategic vision made
concrete. Kudos is due to Infratil’s
energy management team led by
Dr Bruce Harker.
He steered Infratil into the electricity
sector in 1994, then out of distribution
(lines) and into generation, then into wind
generation, and then into wind generation
in Australia.
The series of investment decisions
reflected anticipation of changing values
and demand for capital.
1994
Infratil acquired a 14% interest in
TrustPower. At that time, an electricity lines
company and retailer to the area around
Tauranga with one hydro generation plant.
Over the next couple of years Infratil
bought shares in several distribution
companies, including CentralPower based
in Palmerston North.
1998
With the support of Infratil (by this time a
21% shareholder) CentralPower began
construction of a wind farm in the Tararua
Range. At the time it was to be the largest
wind farm in the southern hemisphere and
is recognised as the first in the world to be
built without government subsidies.
Cost: $50 million
Turbines: 48 0.66MW Vestas turbines
with a blade tip height of 73 metres
Output: 120GWh produced by
31.7MW of capacity
1999
Tararua 1 Wind Farm was commissioned in
December 1999, by which time it had been
purchased by TrustPower (by then 26%
owned by Infratil). Government reforms of
the electricity sector obliged integrated
line-retail-generation companies to sell
either their lines or their retail-generation.
Under the guidance of Infratil’s manager
TrustPower sold its line network for
$485 million and amongst other things
purchased CentralPower’s retailing and
generation for $93 million.
2004-2007
TrustPower added a further 36.3MW and
then 93MW to its Tararua wind farm
capacity (to produce an additional
443GWh of annual generation).
2002-2008
TrustPower developed and commissioned
its first Australian wind farm at Snowtown
near Adelaide.
Cost: A$216 million
Turbines: 48 2.1MW Suzlon turbines
with a blade tip height of 127 metres
Output: 346GWh produced by
101MW of capacity
2011
Stage one of the Mahinerangi Wind Farm
commissioned. It is located near
TrustPower’s Waipori hydro scheme inland
from Dunedin.
Cost: $70 million
Turbines: 12 Vestas V90-3.0MW turbines
with a blade tip height of 110 metres
Output: 101GWh produced by 36MW of
capacity
2014
Snowtown 2 commissioned.
Cost: A$421 million
Turbines: 90 3MW Siemens turbines
with a blade tip height of 134 metres
Output: 875GWh produced by 270MW of
capacity
Snowtown 2 was valued on commissioning
at A$730 million (recognising A$391 million
of development margin relative to the
construction cost). In 2019 Snowtown 2
was sold for A$1,073 million.
2016
Tilt was de-merged from TrustPower to
become a standalone company.
2018
Tilt commissioned the Salt Creek Wind
Farm in western Victoria.
Cost: A$105 million
Turbines: 15 Vestas 3.6MW turbines with a
blade tip height of 110 metres
Output: 172GWh produced by 54MW of
capacity
Infratil invests $108 million increasing
its ownership of Tilt from 50.5% to 65.5%.
In net terms this was Infratil’s only
investment in Tilt.
2020
Tilt completes construction of the
Dundonnell Wind Farm in western Victoria.
Cost: A$560 million
Turbines: 80 Vestas 4.2MW turbines with a
blade tip height of 189 metres
Output: 1,230GWh produced by 336MW
of capacity
2021
Waipipi Wind Farm in Taranaki is
commissioned.
Cost: $277 million
Turbines: 31 Siemens 4.3MW turbines with
a blade tip height of 160 metres
Output: 455GWh produced by 133.3MW
of capacity
Sale of Tilt’s Australian operations to
specialist renewables investor Powering
Australia Renewables (PowAR) owned by
Federal and State investment funds and
AGL. With the New Zealand operations
acquired by Mercury Energy. Subject to
court and regulatory approvals.
• Mercury Energy is to acquire the
New Zealand assets for $797 million.
The operational wind farms produce
1,119GWh. The purchase value is
approximately $710,000 per GWh
and 16 times likely earnings.
• The price being paid by the consortium
acquiring the Australian assets gives
a value (debt and equity) of about
$2,441 million. As the operational
wind farms produce 1,594GWh that’s
approximately $1,530,000 per GWh
and over 30 times likely earnings.
The history of Tilt
04
New Zealand
Sources of Electricity Generation
Australia
World
Valuation differences between the
New Zealand and Australian assets are
likely to reflect expected net earnings
from existing wind farms (due to
different offtake prices and required
rates of return) and more materially,
differences in expected new-build
prospects. Australia needs a very large
investment in renewable generation to
allow the phase out of the use of coal.
Tilt’s Australian options are well
positioned to benefit as they are
located on quality buildable sites on the
strongest parts of the transmission grid.
As shown by Tilt’s track record, building
wind farms can provide a healthy
development margin and this will have
been factored into the acquirers’
valuations.
The cost per GWh of generation over
the 22 years spanned by these projects
does not provide a straightforward case
study. Different projects have different
land and transmission costs, but
converting the nominal costs into real
costs gives a reasonable idea of how
wind farm economics have improved.
The first of Tilt’s projects; Tararua 1 cost
about $0.6 million per GWh, a similar
nominal cost to the most recent at
Waipipi. Taking price inflation into
account, that is a 55% fall in the real
cost per unit of generation.
The cost per GWh of Dundonnell is a
little lower than Waipipi’s and both fit
comfortably within the “best in class”
cost range identified by international
studies of new onshore wind generation.
Hydro
Wind/Solar
Geothermal
Other Renewable
Gas
Coal/Oil
Hydro
Wind/Solar
Other Renewable
Gas
Coal/Oil
Hydro
Wind/Solar
Other Renewable
Nuclear
Gas
Coal/Oil
05
Corporate
Structure
Airport
66% Infratil
34% Wellington
City Council
Connectivity
49.9% Infratil
49.9% Brookfield
Asset Management
66% Infratil
Energy
5% Infratil
27% Tauranga Energy
Consumer Trust
40% Infratil
40% New Zealand
Superannuation Fund
20% Management
40% Infratil
40% New Zealand
Superannuation Fund
20% MGIF
Shareholders
Banks
00% owned
Funding Subsidiaries
Bondholders
Pending Sale
53.5-58.5% Infratil
Pending Acquisition
Data
48% Infratil
24% Commonwealth
Superannuation
Corporation
24% Future Fund
Social/Other
50% Infratil
50% New Zealand
Superannuation Fund
Clearvision Fund
Infratil Infrastructure
Property
Healthcare
56% Infratil
30% Doctors and Sta
4% MGIF
ASIP
Sector (after pending sales and acquisitions)Capital Structure (31 March 2021)
Renewable Energy
Airport
Telco
Digital Infrastructure
Aged care and Healthcare
Net bank debt and dated bonds
Perpetual bonds
Equity (market value)
06
Financial
Highlights
FY 2021 FY 2020
Net Parent surplus/(loss)($49.2m)$241.2m
Proportionate EBITDAF
1
$398.8m
$370.2m
Proportionate capital expenditure
2
$1,235.3m$2,268.3m
Net debt
3
$1,715.3m$1,774.7m
Dividends declared
17.75cps 17.25cps
Shareholder returns
91.9% pa (2.1%pa)
1. EBITDAF is a non-GAAP measure of net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, and
non-operating gains or losses on the sales of investments and assets. EBITDAF does not have a standardised meaning and should not be viewed in isolation,
nor considered a substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar financial information presented by
other entities. Proportionate EBITDAF shows Infratil’s operating costs and its share of the EBITDAF of the companies it has invested in. It excludes discontinued
operations and management incentive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the 31 March 2021 Annual Results
Presentation.
2. Investment and capital spending by Infratil and its 100% subsidiaries and Infratil’s share of investee company capital spending.
3. Infratil parent and 100% subsidiaries.
Infratil’s businesses performed credibly
during a difficult year, as illustrated by the
uplift to Proportionate EBITDAF.
The $290.4 million adverse swing in net
surplus reflected $238.6 million less
contribution from Tilt and a $98.1 million
increase in incentive fee accrual. Last
year Infratil recorded a $511.5 million gain
when Tilt sold its Snowtown 2 wind farm.
The incentive fee accrual reflects incentive
terms whereby management receives
20% of gains over 12% per annum on
certain offshore assets.
Over the year Infratil invested
$332.4 million, $309.6 million of which
was purchasing an interest in Qscan.
Infratil's proportionate share of
investments undertaken by the companies
it has an interest in amounted to
$902.9 million. Investment is what drives
future value and dividend growth.
Reflecting Infratil’s good year and strong
financial position, the final dividend was
raised to 11.5 cps from 11 cps in the prior
year. Total shareholder return for the year
was an exceptional 91.9% per annum;
reflecting the uplift in the value of Infratil’s
assets and the bounce-back from the
market slump of March 2020.
07
Governance:
Directors
08
Infratil’s shareholders elect
directors for three year terms to
look after their interests.
Directors are expected to:
• Maintain a dialogue with shareholders,
to understand concerns and priorities.
• Participate in the formation and
evolution of the Company’s strategy.
• Ensure effective articulation to external
stakeholders of strategy, goals, risks
and performance. Including with
regards to environmental, social and
governance metrics.
• Monitor strategy implementation,
financial performance, risks and legal
compliance.
• Maintain awareness of relevant societal
and market developments and provide
diversity of perspective and knowledge
relevant to the Company.
• Monitor the performance of Infratil’s
manager H.R.L. 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 the alternative.
Further commentary on the board is set
out on pages 129-133 of this report.
Mark Tume, independent chair appointed
2007, last elected 2018. Member of
the Nominations & Remunerations
and Management Engagement and
(ex officio) Audit & Risk committees.
I maintain ties with Infratil’s many
stakeholders and ensure that directors
are delivering on their responsibilities.
My experience in finance and from serving
on a number of boards gives me an
appreciation of the issues faced by Infratil
and its businesses.
Jason Boyes, director and chief executive.
Appointed 2021. Available for election in
2021.
As CEO I am responsible for working with
board and management on shaping
Infratil’s strategies and goals, and for
ensuring that management delivers
accordingly. Management has to identify
opportunities, ensure that Infratil’s
businesses are performing to their
potential, and ensure that risks are
monitored, managed and are within
acceptable and agreed parameters.
Alison Gerry, independent director
appointed 2014, last elected 2019.
Chair of the Audit & Risk committee,
and member of the Nomination &
Remuneration, and Management
Engagement committees.
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 about allocating
capital and about developing a culture
which reflects the value we place on
people, customers, and communities.
Paul Gough, independent director
appointed 2012, last elected 2018.
Member of the Nomination &
Remuneration, and Management
Engagement committees.
As a Kiwi who works in London I’m very
aware of how global events impact in
New Zealand and Australia. In London
I managed 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.
Kirsty Mactaggart, independent director
appointed and elected in 2019. Member
of the Audit & Risk and Management
Engagement committees.
I have 25 years of financial market
experience across multiple countries and
sectors. My transactional experience as
a banker; and governance focus as an
investor, is applied to ensure the manager
delivers for all Infratil stakeholders.
Catherine Savage, independent director
appointed and elected in 2019. Member
of the Audit & Risk and Management
Engagement committees.
I have 30 years of involvement in funds
management and capital markets. It is
extremely important to me to be part of
a company that maintains the highest
standard of corporate governance and
transparency, and delivers long-term
value add to its stakeholders through
good strategic choices about capital
allocation and by focusing on people and
culture.
Peter Springford, independent director
appointed 2016. Last elected 2020.
Member of the Management Engagement
committee.
Having led a major industrial company
based in New Zealand and Australia,
businesses in Asia, and been chair or
director of companies operating
internationally, I recognise that a key
ingredient of successful investment is
having the right people who provide
diversity of experience and perspective.
This is a challenging investment
environment, but there are good
opportunities available to Infratil because
of its capabilities and access to capital.
09
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.
As a specialist infrastructure investment
manager, Morrison & Co also manages
investments on behalf of other
superannuation funds; including the
New Zealand Superannuation Fund,
the Commonwealth Superannuation
Corporation and the Australian Future
Fund, each of which has 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.
Jason Boyes, Chief Executive, Director of
Infratil, Chair of Longroad Energy and
Galileo Green Energy
Phillippa Harford, Chief Financial Officer,
Director RetireAustralia and Wellington
Airport
Marko Bogoievski, Chair Vodafone NZ
Greg Boorer, Chief Executive CDC Data
Centres
Ralph Brayham, Technology
Michael Brook, Director Qscan
Tim Brown, Capital Markets and Economic
Regulation, Chair Wellington Airport
Deion Campbell, Chief Executive
Tilt Renewables
Kellee Clark, Head of Legal. Compliance,
transaction structuring and execution
Peter Coman, Head of Real Estate and
Social Infrastructure. Chair RetireAustralia.
Director Trustpower and Infratil
Infrastructure Property
Mark Flesher, Capital Markets and Investor
Relations
Paul Gaynor, Chief Executive Longroad
Energy
Vincent Gerritsen, Private Markets Europe,
Director Galileo Green Energy
Bruce Harker, Chair Tilt Renewables
Andrew Lamb, Development Director
Infratil Infrastructure Property
Nick Lough, Company Secretary and
Legal. Compliance, transaction structuring
and execution
Hamish Mikkelsen, Infratil Finance
Chris Munday, Chief Executive Qscan
Paul Newfield, Chief Investment Officer,
Head of Australia and New Zealand for
Morrison & Co. Strategy, sector analysis
and transaction execution. Director Tilt
Renewables and Qscan
Jason Paris, Chief Executive Vodafone NZ
Nicole Patterson, Director CDC Data
Centres NZ
David Prentice, Chief Executive
Trustpower
Alicia Quirke, Infratil Tax
Paul Ridley-Smith, Chair Trustpower
Brett Robinson, Chief Executive
RetireAustralia
Matthew Ross, Infratil Finance Director
and Risk Manager
Steve Sanderson, Chief Executive
Wellington Airport
Maddy Simmonds, Infratil Finance
William Smales, Private Markets
investment activity. Director Vodafone NZ,
CDC Data Centres and Longroad Energy
Vimal Vallabh, Energy team. Director Tilt
Renewables, Longroad Energy and Galileo
Green Energy
Ingmar Wilhelm, Chief Executive Galileo
Green Energy
Somali Young, Infratil Finance
10
110111 1
12
Management:
Changing Chief
Executive
In January 2009 Marko Bogoievski
became Infratil’s second chief executive
and managing director, following founder
Lloyd Morrison.
Twelve years on Marko stepped aside for
Jason Boyes.
It is worth reflecting on the changes
overseen by Marko and what may occur
under Jason's leadership. Noting that
while Marko is no longer chief executive
and director of Infratil, he retains those
roles at H.R.L. Morrison & Co, the manager
of Infratil.
When Marko assumed leadership of
Infratil, the company had delivered
18.0% per annum for its shareholders over
its first 15 years, but the Global Financial
Crisis had resulted in a 40% fall in its
market value and the Company was
in a tricky position with its capital
structure and some of its investments
not performing.
Notwithstanding headwinds, Marko’s first
year characterised his approach; think
carefully about what is required, and then
do it. Both his judgement about what to
do and his willingness to act quickly in
FY2010 laid the platform for Infratil’s
revival and the exceptional 19.8% per
annum after tax return delivered for
shareholders during his 12 years (that
amounts to a 774% total return).
What Happened to the Class of ‘09
60% of Infratil’s assets owned on 31 March 2009 are still owned.
The remaining 40% were sold for a mixture of gains and losses.
2009
RetainedSold at a gainSold at a loss
Infratil’s Asset Mix
Under Marko’s leadership Infratil’s portfolio changed, while still being based
on a mixture of solid cash-generating businesses and ones that could
produce higher returns by satisfying strong demand growth.
2009
2021
RenewablesBusAirportOtherAustralian EnergyTelco
DataAged care and healthcare
13
Capital Structure
The Global Financial Crisis and the impact on Infratil’s share valuation meant that
on 31 March 2009 equity was funding less than 50% of assets, but over the
following year divestments raised $392 million which enabled Infratil to acquire
50% of Shell NZ for $210 million and to support $193 million of internal investment.
Infratil’s Shareholding Mix
Over the twelve years Infratil issued almost $800 million of new equity and a net
$500 million of bonds, showing investors’ strong support.
The biggest change to the register was local institutions increasing their ownership
from 17% to 29%. But in dollars, New Zealand individuals lifted their investment by
about $1 billion split evenly between bonds and shares, and the rising share price
added another $1.5 billion to the value of their holdings.
2009
20092021
Infratil is a long-term investor. Each new
holding is approached on the premise
that it will be a permanent holding,
recalling Tolstoy’s quote “the two most
powerful warriors are patience and time”.
They are the fundamental drivers of
shareholder returns. However occasionally
capital has to be redeployed into more
productive applications and sometimes
the original plans for an investment were
not realised making exit the best option.
The portfolio characteristics of Infratil’s
businesses have come into greater focus
to ensure a balance between companies
with healthy cash flow and robust value,
and those facing strong growth and
hence further investment opportunities.
While the foundations of Infratil’s model
have remained in place, there have been
changes to its application. The
increasingly international perspective and
the need for a bigger team to seek
opportunities.
This reflects; the arbitrage available from
building cutting-edge knowledge in one
jurisdiction and deploying it elsewhere, the
fluctuating attraction of different markets
due to inconsistent regulation and views
about private infrastructure providers, the
generally expanded investment appetite
of a larger company, and a more
systematic approach to seeking
opportunities.
All of these points have resulted in Infratil
2021 being a more adult version of Infratil
2009.
New fields have arisen over the last
12 years, in step with the shareholder
mandate. Good two way communication
between Infratil and its owners has
ensured that management understand
the parameters of what is acceptable.
This has been genuinely two-way, for
instance shareholders have indicated that
Infratil’s complexity is hard work, and the
time it takes to understand Infratil can put
it into the “too hard basket”.
2021
EquityPerpetual bondsDated debt
NZ retailNZ institutionsInternational institutions
14
Minimising complexity is one reason
Infratil’s investments now have to tick the
box, “could this get to be worth $1 billion?”.
However, it is probably fair to say that
the impact of this initiative has been
limited. Infratil has strong support from
New Zealand retail and institutional
investors where most people hold shares
for many years and many clearly take the
time to get to understand the Company.
However, international fund managers
have less patience, and this is reflected in
their low level of aggregate ownership.
Jason Boyes joined Infratil’s management
in FY2010, initially as Head of Legal, which
led to people management, governance
and investment roles. Unlike Marko he isn’t
assuming leadership during a time of
stress, but nevertheless there is no
shortage of threats and opportunities.
To note the more material ones:
• Financial market conditions are the
proverbial 300kg gorilla. The values of
most assets are interlinked and reflect
quiescent consumer price inflation and
low interest rates. Infratil has a
conservative capital structure “just in
case”, but it only takes a couple of
minutes reading about the 1970s
stagflation era to be reminded of how
devastating a rerun would be.
• Technological change and the impact
on people’s lives are accelerating. That
is an important factor behind Infratil’s
ownership of CDC, Vodafone NZ, Qscan
and Pacific Radiology. It isn’t going to
stop there. Over the next couple of
years electric autonomous vehicles will
be deployed in scale, decarbonising
energy will require the largest
investment of capital and new
technology in human history, and in
fields like health technology will play
an expanding role (public health
agencies allowing).
Infratil gets a view of the cutting edge
via Clearvision in California, but it
would be good to participate more
in research and development in
New Zealand and Australia.
• Private provision of infrastructure in
partnership with government remains
an area of opportunity and challenge.
Political philosophies come and go and
Infratil’s success has been built on
being open to new approaches as well
as a reliable partner and good
manager. Many of Infratil’s investments
are in partnership with government and
community interests; Wellington City
Council, the New Zealand
Superannuation Fund, the Tauranga
Energy Consumer Trust,
Commonwealth Superannuation
Corporation and Future Fund.
It is notable that in the 23 years of
co-investing in Wellington Airport, the
directors appointed by the two
shareholders have only ever been
unanimous on resolutions. This has
been achieved by ensuring that the
priorities of the Company reflect the
needs of the City and the shareholders.
As in any successful partnership, both
parties spend time understanding the
other’s interests and seeking
compromises which suit both.
Today this involves ensuing we
understand social and environmental
objectives, be that access to high-
speed internet, decarbonising energy
and transport systems, or improving
healthcare.
Infratil’s guiding philosophy is to “invest
wisely in ideas that matter”, seeking to
address issues facing our societies. So
whatever political philosophy prevails
we hope to find more alignment than
friction with governments and
communities. As a New Zealand
company with a global outlook and
expertise we believe we should
continue to be seen to be a welcome
partner.
• A new area of potential partnership is
emerging with Māori/iwi. Their
ownership of resources is increasing as
are their social responsibilities. While for
philosophical reasons government may
decide that it must own all the schools,
hospitals, etc. in which it provides
education and health services, iwi may
be more inclined to focus on efficient
provision and recognise that means
working with the best people and
partners.
Marko made Infratil a more structured
business. A great deal of time and effort
now goes into scoping sectors before
specific opportunities are sought, rather
than the more opportunistic approach
which suited the Company’s early years.
There is also more signaling to investors to
ensure they will support investments in
fields such as data, telecommunications,
diagnostic imaging, and renewable
generation development far beyond
New Zealand and Australia.
Infratil shareholders can expect more of
the same under Jason, along with
vigilance about financial market risk,
progressing opportunities created by
technology and decarbonisation, and
seeking positive partnerships with local
and central government, and other
community interests.
15
Report of the
Chief Executive
This is my first report as Infratil’s
Chief Executive, a role I’m proud to
occupy following Marko Bogoievski
and Lloyd Morrison.
Leading Infratil presents obvious and
not-so obvious challenges. As with any
company, a large part of the role involves
having the right team of people working
with common purpose for the right goals.
But with Infratil there is an unusual degree
of flexibility to change the allocation of
the group’s capital.
As I have actively participated over the
last decade in managing Infratil’s
investments and divestments, I’m not
planning anything dramatic. But we are
all aware that changes unfold around us
and flexibility is desirable.
For example, decarbonisation requires
an unprecedented mobilisation of capital
and Infratil; through Trustpower, Tilt,
Longroad and Galileo; is participating in
multiple jurisdictions. While wind farms in
Taranaki, South Australia, Texas and
Ireland may be physically similar, returns
will reflect individual market circumstances
and how each government regulates and
intervenes. By monitoring these factors
closely we hope we can allocate Infratil’s
capital to deliver good returns with
acceptable risk.
Last year will be remembered
for many things. For Infratil I’m
sure it will be the remarkable
flexibility of our people as they
adjusted to covid related
restrictions. But more telling was
how quickly and thoroughly
most businesses and asset
values recovered after the
March 2020 plunge.
Much of the credit goes to central bank
and government interventions. “Whatever
it takes” worked. But it does raise concerns
about moral hazard and whether
individuals and companies should
henceforth consider themselves to be
insured by a giant bailout fund? As we
have experienced both pros and cons
from government interventions over the
years, we will take nothing for granted.
Governments everywhere have assumed
far more than normal prominence over the
last year. And, even before the covid crisis
has been resolved, the focus has shifted
to climate change, working out how to
pay for all the extra debt, addressing
inequality, and improving stretched public
services. It is to be hoped that the
measures introduced in these areas
involve partnerships with the private
sector and business has a role in delivering
the desired outcomes.
FY2021 Earnings & Reported
Surplus
Over the long-term, returns comprise
growing cash earnings and growing
investment values. While FY2021 saw
satisfactory operating earnings, they
were overshadowed by rising valuations,
in particular with Tilt and CDC.
Anomalously this reduced the reported
surplus, because the very high returns
generated by Infratil’s offshore assets
(of which Tilt and CDC make up about
80%) gave rise to a management
incentive accrual.
FY2021 Initiatives
During the year Infratil raised $300 million
via an equity issue and invested
$310 million acquiring 56.3% of Australian
diagnostic imaging company Qscan in
partnership with staff and another fund.
Subsequent to balance date Infratil
announced the acquisition of between
53.5% and 58.5% of New Zealand medical
diagnostics company Pacific Radiology for
between $312 million and $344 million
(final ownership and cost will depend on
how much ownership staff retain).
We believe that this sector, and these
companies in particular, fits Infratil’s
investment criteria and offers the
prospect of attractive returns in a field
where there are excellent growth
prospects. The rationale is explained
further from page 60 of this report.
As also explained at length elsewhere
(pages 2-5) Infratil has agreed to sell its
65.5% shareholding in Tilt Renewables for
$2,000.2 million. Clearly this has been an
outstanding investment for Infratil, but we
feel we can redeploy the capital more
productively elsewhere.
While Infratil’s track record demonstrates
that it is a long-term holder of
investments, the manager’s key
responsibility is to ensure capital is
optimally allocated.
We are also supporting Trustpower’s
review of its utility retailing operations.
Many of our infrastructure businesses
comprise an asset intensive core (power
stations, mobile network, airfield, etc) with
a “shop front” which can have a range of
functions complementary to the core. But
it is always worth reconsidering. Does the
airport benefit from providing car parking?
Does Vodafone NZ drive more traffic onto
its network by providing retail services?
Does Trustpower reduce its risk by retailing
electricity?
Infratil also supported Wellington Airport
when aviation all but ceased during the
lockdowns. We were delighted that our
co-shareholder, Wellington City Council,
partnered with us in this. It is worth noting
the cost to Auckland ratepayers of
Auckland Council not participating in the
equity injection required by their airport.
16
17
Te Raukura, Te Wharewaka o Pōneke.
Funding Debt & Equity
During the year Infratil raised $300 million
through an equity issue. We are confident
that the mechanism used (a tender to
institutions and pro-rata offer to retail
shareholders) produced the best possible
outcome, for shareholders who
participated and for those who did not.
We are extremely sensitive to ensuring
that any share issue is value enhancing
for shareholders, whether they participate
or not.
Infratil also issued $83.3 million of bonds
maturing March 2026 at a yield of 3% per
annum. The bonds are part of Infratil’s
risk-minimising approach to funding. We
seek to use only equity and longer-term
bonds for core funding, with banks used
sparingly. On 31 March 2021 debt made
up 25% of the capital employed by Infratil
and 100% subsidiaries.
FY2022
In anticipation of receiving the funds
from the sale from Tilt, management has
been particularly active developing
reinvestment options, however Infratil’s
shareholders can be assured that we
know it is better to be patient than wrong,
and we prioritise growth from our existing
businesses rather than from buying
something new.
Infratil’s approach to allocating capital
uses “investment platforms”; businesses
which can invest in themselves. People
from our management team are involved
at both governance and coalface levels,
but most of the heavy lifting is done by
the people of the relevant investment
vehicle, be that Longroad, CDC Data
Centres, Wellington Airport, etc.
We are flexible about this, Infratil’s track
record has numerous examples where we
have built sector expertise in one
jurisdiction and then exported that
elsewhere. Sometimes that means setting
up a new business, eg. Longroad and
Galileo. Sometimes it means supporting
one of our businesses to expand as
Trustpower did in Australia and CDC is
now doing in New Zealand.
Renewable Generation: Both Longroad
and Galileo are on track to undertake
substantial investments in generation
which are expected to result in calls on
shareholders. Any allocation of additional
capital to Trustpower is pending
clarification of the ownership review of its
retailing operations.
Wellington Airport: In FY2021 Infratil
and Wellington City Council underwrote
$75.8 million of additional equity (Infratil’s
share $50 million) which has not yet been
drawn. The Airport is now reviewing its
capital structure in the light of updated
traffic and capex forecasts and this may
result in a call on shareholders.
Data: CDC Data Centres seems likely to
be able to fund organic growth from its
own financial resources, although support
is always available for step-change
expansions. As data centre utilisation
increases CDC’s risk declines and its
access to bank funding increases.
Telecommunications: It is anticipated that
Vodafone New Zealand has the financial
capability to meet its investment goals in
FY2022.
Diagnostic imaging: It is hoped that both
organic and bolt-on investments can be
found in this sector in FY2022.
Retirement: RetireAustralia is now making
good progress reigniting growth and
increasing village occupation. At least
over FY2022 it is anticipated that it will be
able to meet capital needs from internal
sources.
New fields: Although I expect most
incremental investment to be in and
around the fields noted above, we will
continue to scan new opportunities.
Infratil’s most successful investments
have arisen by being ahead of others in
identifying opportunities or because our
flexibility allows us to be opportunistic.
Guidance & Dividends
Guidance for Proportionate EBITDAF
for FY2022 is between $470 million
and $520 million. FY2021’s result was
$398.8 million. The guidance for FY2022
assumes that Infratil sells its interest in Tilt,
excludes Pacific Radiology, and assumes
only internal investments occur.
FY2021 was an exceptional year for our
shareholders. It included the bounce in
market values which followed the March
2020 plunge, the offer for Infratil which
opened a lot of eyes about Infratil’s latent
value, the crystallisation of the values
intrinsic to Tilt’s development pipeline, and
the ongoing growth in the value of CDC.
Looking forward, we hope we can
continue to allocate Infratil’s capital to
deliver value uplift and a rising dividend.
Approximately half of Infratil’s shares are
owned by New Zealand retail investors
and we are aware that cash income
matters to many of them.
As dividends reflect cash earnings,
prospects and financial capability it is
imprudent to be too confident about
payouts too far into the future, but with
that caveat we recognise that
shareholders benefit from having
guidance. In 2019 we indicated that we
expected dividends to be flat for three
years given the pressures associated with
the Vodafone NZ acquisition and our then
cashflow forecast.
Based on FY2021 outcomes, Infratil’s
current financial capability, our
expectation of the Tilt sale closing later
in the year, and updated earnings and
capital allocation forecasts:
18
The final dividend for FY2021 to be paid
on 22 June to shareholders of record on
9 June will be 11.5 cps cash plus 3.5 cps
of imputation credits. This lifts the total
annual cash payment to 17.75 cps from
17.25 cps the prior year.
The dividend reinvestment plan will not
operate on this occasion.
We anticipate dividends increasing further
as cash earnings from CDC Data Centres
and Vodafone NZ rise, and contributions
are received from the new investments in
diagnostic imaging.
We have looked at share buybacks and
special dividends. The former is always an
option when a gap opens between the
intrinsic value of the shares and the
market value. We doubt special dividends
are the best use of funds.
Jason Boyes
Chief Executive
19
20
At the start of FY2021 the global
economic outlook was very uncertain
and financial markets were in turmoil.
However, following the GFC, your Board
has been very focused on ensuring that
Infratil is positioned to withstand shocks,
even of the scale unleashed by covid.
Once we had made sure that our own
house was in order, our interest shifted
to opportunities and I feel this starting
position was the foundation on which the
developments of the year were based.
The Board’s role is to represent
shareholders and with that in mind I’ve
sought to address four questions that are
likely to be of interest.
• What happened with the takeover
offer for Infratil?
• Why is Infratil selling Tilt Renewables
and what are the likely uses of the
proceeds?
• Is the Board comfortable with the terms
of the agreement with Infratil’s
manager, Morrison & Co?
• Has anything happened to change
the previously indicated ten year
shareholder return goal of 11 to 15%?
The takeover offer
In October 2020 Infratil’s independent
directors were approached to support an
offer for Infratil by an Australian
superannuation fund. Consideration was
$6.40 per share, made up of $4.69 in cash
and a pro rata distribution of the shares
Infratil owns in Trustpower.
The proposal was rejected by the Board
and in November a new proposal was
tabled valuing each Infratil share at
$7.43, comprising $5.79 cash and
distribution of 0.221 Trustpower shares
(which coincidentally also had a market
value of $7.43) for each Infratil share
owned.
Report of the
Board Chair
The Board also rejected this offer as
undervaluing what is both a special group
of businesses and a unique and relatively
unconstrained operating model. The
Board has a close understanding of the
businesses and their value potential. This
reflects Infratil’s approach to investment
which involves stakes in a small number
companies over which it has control or
influence where we believe Infratil’s active
management can add value.
Also, a number of material projects would
have needed to have been put on hold
had the bid progressed.
On balance the Board believed that the
interests of shareholders were better
served by not engaging with the bidder.
Feedback on the decision was mainly
positive. Several commentators noted that
Infratil provides New Zealand investors
with access to opportunities which would
not otherwise be available.
Why sell Tilt and where will the
proceeds go?
As set out on pages 2 to 5 of this Report,
the sale price represents a substantial
premium to the value of Tilt’s operational
assets. However, Tilt’s value also includes
the development margins it expects to
derive from its pipeline of projects as they
come to fruition over the next few years.
We had to ask ourselves if we should hold
on to Tilt and get the benefit of those
development margins over time, or if we
should bank some of the margin now and
recycle that capital into other areas.
Fortunately, we have been investing in
new generation in North America and
Europe and have a good idea of what
new projects are possible and what
returns they offer. Comparable
opportunities are also available from
Infratil’s investment in diagnostic imaging,
and the other fields management are
investigating.
Is Infratil well managed at a
fair cost?
The Board has absolute confidence in
Infratil’s management. The track record
under Marko Bogoievski is set out on
pages 13 to 15 of this Report. 19.8% per
annum after tax returns over 12 years
speaks for itself. While it’s impossible not
to feel some sadness that he is stepping
aside, we are excited to be able to
appoint a replacement of Jason Boyes’
calibre.
The more complex issue is “fair cost”.
Your directors have considerable relevant
expertise and, based on this, are
comfortable that manager remuneration
terms are fair. This encompasses what
Infratil gets from its manager, the cost,
and the cost of alternatives.
The Board regularly has the Management
Agreement terms independently reviewed.
Recently we addressed whether a modern
management contract would deliver
better outcomes for shareholders,
reflecting that Infratil’s contract was
agreed in 1994 and last amended in 2005.
The review undertaken last year noted
that not all the features of the contract
are ideal or “modern”, but “...the current
remuneration structure under the
Agreement has, in totality, been
demonstrably beneficial to Infratil
shareholders over the 26 years.”
We have naturally received robust
questioning of some terms within the
Agreement (none of which has led to an
actual cost) and we agree that it is not
ideal, but as a package it has served
shareholders well.
Management incentives
Last year we reported that the
$879.7 million uplift in the value of Infratil’s
portfolio of mature offshore investments
had given rise to $125.0 million of
management incentive entitlements.
Te Raukura, Te Wharewaka o Pōneke.
21
22
The incentive is 20% of returns over
12% per annum after tax on the relevant
international assets. Payment is spread
over three years amounting to
$41.7 million a year with the condition
that if the portfolio falls in value in one
of those subsequent years, then the
incentive payment for that year is
cancelled.
The following table gives the value of the
relevant assets on 31 March 2021. In
addition to the value uplift shown in the
table, the investments also gave rise to
income distributions of $34.0 million and
capital returns of $190.9 million. As the
return was positive, the second instalment
of the $41.7 million will be paid to the
manager in FY2022.
$ Millions20212020
CDC Data Centres$2,401.4$1,515.6
Tilt Renewables
1
$1,317.5$966.5
Longroad Energy $136.2$162.4
RetireAustralia$361.0$308.2
ASIP Fund$45.6$33.4
$4,261.7$2,986.1
1. Based on Tilt’s “undisturbed” (pre bid) value of
$5.44 per share.
Over FY2021 the international investment
portfolio revaluations and cash returns
gave a yield of 44% per annum which
being above 12% per annum gave rise to
a management incentive entitlement of
$223.1 million. As with last year’s
entitlement, one third of this amount will
be paid in FY2022 and the remaining two
thirds will be paid in equal instalments
over the next two years, if the portfolio
does not fall in value.
Incentive fees arise in three “buckets”
• The international investment portfolio.
Being assets held for three years
which have not been sold.
FY2021 Fee: $223.1 million.
• Sold international assets.
FY2021 Fee: nil.
• New international assets. Being assets
which will eventually transfer into the
international investment portfolio.
FY2021 Fee: nil.
Future return expectations
In the 30 September 2018 Report we
indicated that, based on Infratil’s then
assets and leverage, the target return for
shareholders over the following ten years
was 11-15% per annum. Anyone interested
in the rationale should refer back to that
Report.
As noted at that time, a full review of the
target was only intended to be done after
a reasonable lapse of time or if the Board
considered that the indicated returns had
become materially inaccurate or
misleading.
The current situation could provide a
third reason for sticking with the status
quo. With Infratil about to receive
$2,000 million (about 40% of Infratil’s
share market value) from selling the
holding in Tilt, projected returns will
depend on the deployment of this capital.
I can report that the Board remains
comfortable that the 11-15% per annum
range is not misleading. The Board are
also mindful of that return range as
decisions are made about the allocation
of the Tilt sales proceeds.
Based on the investment options we are
considering we are confident that we will
be able to reaffirm the return range once
the capital is deployed.
New share & bond holders
Over the year Infratil issued 63.3 million
shares (9.6% of the pre-issue number)
raising $300 million, and $83 million of
bonds. We would like to express our
appreciation for the support of these
investors.
The equity issue was undertaken in two
parts being a tender offer to institutions
which achieved a clearing price of
$4.76. 52,521,008 shares were issued.
Subsequently, retail shareholders were
offered shares to enable maintenance of
their pro rata ownership and 10,752,688
shares were issued for $4.65 each.
The Board is very mindful of its
responsibilities to all capital providers,
especially those who have provided new
funding to the Company.
Mark Tume
Chair
232323
MRI Scanner, QScan Windsor Clinic, Brisbane
24
Environment. Society.
Governance. “ESG”
As an investor in critical infrastructure
and services, Infratil has, since inception,
been acutely aware that capital
providers will only achieve satisfactory
returns if the needs and expectations of
users and adjacent communities are
satisfied.
In addition, societal ethics and goals (and
their evolution) must be recognised,
anticipated, and factored into plans and
how capital is allocated. Over the years,
Infratil’s Reports and Update newsletters
have set out many case studies.
Now, investors, governments, and
regulators are demanding more formalised
reporting protocols, especially with regard
to Climate Change. As explained below,
this is not a trivial exercise and is
complicated by the range of reporting
and measurement initiatives
coincidentally unfolding.
Prior to 2009 the Financial Stability Forum,
a supra-government agency, had
responsibility for monitoring global
financial risks. After it missed giving
warning of the Global Financial Crisis it
was rebranded as the Financial Stability
Board, and in 2017 its subsidiary, the Task
Force on Climate-Related Financial
Disclosures (“TFCD”), handed down a suite
of recommendations on “Climate-related
Financial Disclosures”.
Many Governments, including
New Zealand’s, are now making
climate-related disclosures mandatory.
In New Zealand the details of what has
to be disclosed will, in due course, be
determined by the External Reporting
Board (XRB), the body responsible for
setting financial reporting and auditing
rules and standards for companies such
as Infratil.
Because the XRB hasn’t yet done its job
we don’t know what the Climate-related
Disclosures will be, but it is possible to look
at the TFCD report to see what they are
likely to cover:
• Governance. Confirming that Climate
Change risks and transition costs are
being monitored and addressed by the
Company’s governance arrangements.
• Strategy & Risk Management.
Reporting entities are likely to be
required to identify risks and show they
are factoring them into strategies.
• Measurement & Goals. Presumably this
is where readers of the relevant
disclosures will be able to see details of
a reporting entity’s emissions and
emission goals, and threats from
Climate Change and decarbonisation
transition initiatives, and so on.
For an enterprise like Wellington Airport,
the disclosures are likely to entail
identifying physical risks such as the
potential cost of weather disruptions and
damage to infrastructure (the Airport is to
replace its sea protections in anticipation
of more damaging storm surges. This is
the sort of cost which will in future have to
be identified and reported), and transition
risks including higher insurance costs and
how decarbonisation policies could
impact air travel. They will also require
reporting Phase 1 and 2 emissions and
reduction goals (these are the emissions
directly related to an enterprise’s activities).
For a company such as Infratil, which
invests in operational businesses rather
than directly, it’s less obvious what will
have to be disclosed.
GRESB & Other ESG Measurements
The accounting standards outlined above
are intended to cover financial metrics
related to Climate Change. Many people
also have wider concerns about the
environment, employees, contractors,
specific issues such as weapons
manufacture, and more general factors
such as governance and risk
management.
Many agencies now undertake reviews of
ESG metrics and score companies. This
includes MSCI, FTSE Russell, Sustainalytics,
Moody’s, S&P, Refinitiv, Morningstar and
FactSet. But often the results are
inconsistent, sometimes even perverse.
An article in the Credit Suisse Investment
Yearbook 2020 shows how divergent
agencies can be in their ratings. For
instance, MSCI ranks Tesla at the top of
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3
ESG
Social
Governance
Environmental
ESG
Social
Governance
Environmental
FacebookJPMorgan Chase
WalmartPfizer
FTSE
Sustainalytics
Stakeholder Engagement
Risk Management
Reporting
Policies
Leadership
Employees
Health & Safety
Waste
Water
Air pollution
Emissions
Energy
00
Biodiversity
& Habitat
Customers
Awards
MSCI
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Social
Covernance
Environmental
FacebookJPMorgan ChaseJohnson & Johnson
Wells FargoWalmartPfizer
ESG
FTSE
Social
Covernance
Environmental
SustainalyticsMSCI
500
FTSESustainalytics
MSCI
(0=poor 100=excellent)
Divergent ratings of large US companies
25
sustainability for the car industry but FTSE
ranks it as the worst. MSCI focuses on the
cars being manufactured, FTSE focuses on
factory emissions. The graphics on the
previous page show similar ratings
divergence for other major US companies.
Recently the New Zealand market saw the
consequences of perverse ESG ratings. In
2020 S&P created a global index of
sustainable companies which initially only
included 19 companies from around the
world, including Contact Energy and
Mercury Energy. Global fund managers
then set up Funds specifically to invest in
this index and a flood of money into the
Funds resulted in massive purchases of
the 19 companies, reportedly amounting
to almost 10% of the two NZX listed
companies. Recently the S&P index
was broadened to include many more
companies, which resulted in Funds selling
down the initial 19 stocks to buy the new
entrants.
Between 1st December 2020 and 1st
March 2021 Contact saw its share price
rise 37% and then fall 37%. Meridian’s rose
46% and fell 40%.
GRESB reports are an alternative. Rather
than an external agency creating
subjective (and inconsistent) scores, the
GRESB template is tailored for each
participating company and completed by
the company. A number of mechanisms
ensure the information provided is honest.
GRESB was established in Holland in 2009
to provide ESG rating of real estate
companies for institutional investors. Its
remit was later expanded to include a
wider range of companies and it is widely
used by institutional investors to assess
the ESG performance of companies they
invest in or may invest in.
Wellington Airport’s GRESB report is
76 pages and publicly available for
anyone interested, but the key findings
are summarised in the infographics on
the right.
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ESG
Social
Governance
Environmental
ESG
Social
Governance
Environmental
FacebookJPMorgan Chase
WalmartPfizer
FTSE
Sustainalytics
Stakeholder Engagement
Risk Management
Reporting
Policies
Leadership
Employees
Health & Safety
Waste
Water
Air pollution
Emissions
Energy
00
Biodiversity
& Habitat
Customers
Awards
MSCI
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Social
Covernance
Environmental
FacebookJPMorgan ChaseJohnson & Johnson
Wells FargoWalmartPfizer
ESG
FTSE
Social
Covernance
Environmental
SustainalyticsMSCI
500
To explain the graphic:
1. The Airport was required to report on
15 areas ranging from Employees (it
got a score of 98%) to Corporate
Awards (0%).
2. The 15 areas were weighted by
importance (risk management is the
most important at 19.6% while Awards
was the least important at 2.4%).
3. The shaded area is the average score
of other airports rated by GRESB. The
red line shows Wellington’s score.
4. While Wellington performed credibly
relative to other airports scored by
GRESB, to understand the score it is
useful to look at the details. For
instance, Wellington scored only 60%
on Air Pollution, but as anyone who
has visited Wellington Airport would
know, less polluted air is hard to find.
The score was reduced because in
Wellington City there isn’t
widespread air quality measurement
against which air around the Airport
can be compared.
Wellington Airport’s overall score was
78 against a peer average of 70. The
management score was 41 (out of 50),
peer’s 38. The performance score was
37, peer’s 32.
Wellington Airport GRESB Benchmarking Report
Wellington’s ratingAverage airport rating
26
Financial Trends
The graphs were chosen to illustrate key aspects of
Infratil’s decade.
Proportionate EBITDAF
1
The calculation of Proportionate EBITDAF is on
page 28 of this report. It is intended to show
Infratil’s share of the earnings of the companies
in which it has a shareholding.
Infratil's Assets
Proportionate Investment
0
0
20
30
40
50
60
70
80
90
00
%
Infratil's Capital Structure
0
5
0
5
20
0
00
200
300
400
500
600
700
Dividend, cents per share
$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
$Millions
Data
Other
SocialTransportTelecommunications
Energy
00
-00
200
300
400
500
600
Perpetual bondsEquity (market value)Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
200
400
600
0
800
,000
,200
,400
,600
,800
2,000
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
0
202
4,500
4,000
$Millions
5,000
6,000
5,500
202 2020 208209 202203204207206205
2020 208209 20 202 203 204 207206 205
202
2020 208209 20 202 203 204 207206 205
CDC
2020 208209 202 203 204 207206 205
Tilt Renewables
2020 208209 202 203 204 207206 205
0
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
202
4,500
4,000
$Millions
5,000
CDC
Tilt Renewables
2020 208209 202 203 204 207206 205
0
200
400
600
800
,000
,400
,200
Longroad
RetireAustralia
Wellington Airport
Trustpower
Other
Qscan
Qscan
202
,800
,600
$Millions
2,000
CDC
Vodafone NZ
Tilt Renewables
2020 208209 202 203 204 207206 205
Longroad
RetireAustralia
Wellington Airport
Trustpower
Sold
Total
Corporate
CDC
Vodafone NZ
Tilt Renewables
0
00
200
300
400
500
60%
40%
20%
-20%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
80%
00%
Annual Return
206
0
202
0
00
200
300
400
500
60%
40%
20%
0
-20%
-40%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
Accumulation Index
70%
80%
Annual Return
206
202
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
Accumulation
Index
Qscan
Shareholder Returns
Between 1 April 2011 and 31 March 2021
Infratil provided its shareholders with an
average annual return of 20.1%. This is after
tax, using the corporate rate of 28%.
$100 invested at the start of the period would
have compounded to $623 by the end,
assuming that all distributions were reinvested.
The spectacular returns delivered over FY2021
to an extent reflected a recovery from the
market slump of March 2020, and the increase
in the value of several of the companies Infratil
owns (as partially reflected by the increase in
the values shown in the graph Infratil Assets on
the facing page).
Infratil's Assets
Proportionate Investment
0
0
20
30
40
50
60
70
80
90
00
%
Infratil's Capital Structure
0
5
0
5
20
0
00
200
300
400
500
600
700
Dividend, cents per share
$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
$Millions
Data
Other
SocialTransportTelecommunications
Energy
00
-00
200
300
400
500
600
Perpetual bondsEquity (market value)Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
200
400
600
0
800
,000
,200
,400
,600
,800
2,000
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
0
202
4,500
4,000
$Millions
5,000
6,000
5,500
202 2020 208209 202203204207206205
2020 208209 20 202 203 204 207206 205
202
2020 208209 20 202 203 204 207206 205
CDC
2020 208209 202 203 204 207206 205
Tilt Renewables
2020 208209 202 203 204 207206 205
0
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
202
4,500
4,000
$Millions
5,000
CDC
Tilt Renewables
2020 208209 202 203 204 207206 205
0
200
400
600
800
,000
,400
,200
Longroad
RetireAustralia
Wellington Airport
Trustpower
Other
Qscan
Qscan
202
,800
,600
$Millions
2,000
CDC
Vodafone NZ
Tilt Renewables
2020 208209 202 203 204 207206 205
Longroad
RetireAustralia
Wellington Airport
Trustpower
Sold
Total
Corporate
CDC
Vodafone NZ
Tilt Renewables
0
00
200
300
400
500
60%
40%
20%
-20%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
80%
00%
Annual Return
206
0
202
0
00
200
300
400
500
60%
40%
20%
0
-20%
-40%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
Accumulation Index
70%
80%
Annual Return
206
202
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
Accumulation
Index
Qscan
1. Proportionate EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
27
Infratil Assets
The graph shows the NZ IFRS values of
Infratil’s unlisted assets and the NZX values
of the listed ones.
As noted on page 31, the NZ IFRS values are
in some cases lower than fair values.
Although, as the increase in Tilt’s share price
over the last year illustrates, the NZX values
can also be different to private market
valuations.
Infratil's Assets
Proportionate Investment
0
0
20
30
40
50
60
70
80
90
00
%
Infratil's Capital Structure
0
5
0
5
20
0
00
200
300
400
500
600
700
Dividend, cents per share
$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
$Millions
Data
Other
SocialTransportTelecommunications
Energy
00
-00
200
300
400
500
600
Perpetual bondsEquity (market value)Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
200
400
600
0
800
,000
,200
,400
,600
,800
2,000
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
0
202
4,500
4,000
$Millions
5,000
6,000
5,500
202 2020 208209 202203204207206205
2020 208209 20 202 203 204 207206 205
202
2020 208209 20 202 203 204 207206 205
CDC
2020 208209 202 203 204 207206 205
Tilt Renewables
2020 208209 202 203 204 207206 205
0
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
202
4,500
4,000
$Millions
5,000
CDC
Tilt Renewables
2020 208209 202 203 204 207206 205
0
200
400
600
800
,000
,400
,200
Longroad
RetireAustralia
Wellington Airport
Trustpower
Other
Qscan
Qscan
202
,800
,600
$Millions
2,000
CDC
Vodafone NZ
Tilt Renewables
2020 208209 202 203 204 207206 205
Longroad
RetireAustralia
Wellington Airport
Trustpower
Sold
Total
Corporate
CDC
Vodafone NZ
Tilt Renewables
0
00
200
300
400
500
60%
40%
20%
-20%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
80%
00%
Annual Return
206
0
202
0
00
200
300
400
500
60%
40%
20%
0
-20%
-40%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
Accumulation Index
70%
80%
Annual Return
206
202
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
Accumulation
Index
Qscan
Proportionate Capital Investment
Over the decade Infratil invested over
$7 billion, with the majority undertaken
by investee companies.
Funding for investment was provided by
divestment, operating cash flows, debt and
equity issuance.
Infratil's Assets
Proportionate Investment
0
0
20
30
40
50
60
70
80
90
00
%
Infratil's Capital Structure
0
5
0
5
20
0
00
200
300
400
500
600
700
Dividend, cents per share
$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
$Millions
Data
Other
SocialTransportTelecommunications
Energy
00
-00
200
300
400
500
600
Perpetual bondsEquity (market value)Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
200
400
600
0
800
,000
,200
,400
,600
,800
2,000
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
0
202
4,500
4,000
$Millions
5,000
6,000
5,500
202 2020 208209 202203204207206205
2020 208209 20 202 203 204 207206 205
202
2020 208209 20 202 203 204 207206 205
CDC
2020 208209 202 203 204 207206 205
Tilt Renewables
2020 208209 202 203 204 207206 205
0
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
202
4,500
4,000
$Millions
5,000
CDC
Tilt Renewables
2020 208209 202 203 204 207206 205
0
200
400
600
800
,000
,400
,200
Longroad
RetireAustralia
Wellington Airport
Trustpower
Other
Qscan
Qscan
202
,800
,600
$Millions
2,000
CDC
Vodafone NZ
Tilt Renewables
2020 208209 202 203 204 207206 205
Longroad
RetireAustralia
Wellington Airport
Trustpower
Sold
Total
Corporate
CDC
Vodafone NZ
Tilt Renewables
0
00
200
300
400
500
60%
40%
20%
-20%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
80%
00%
Annual Return
206
0
202
0
00
200
300
400
500
60%
40%
20%
0
-20%
-40%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
Accumulation Index
70%
80%
Annual Return
206
202
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
Accumulation
Index
Qscan
Infratil Funding
Changes to the relative funding of Infratil
and its 100% subsidiaries occurs as
businesses are sold and acquired, when
Infratil receives funds from or advances them
to its operating businesses, or if shares are
repurchased or issued.
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 purposes.
Infratil's Assets
Proportionate Investment
0
0
20
30
40
50
60
70
80
90
00
%
Infratil's Capital Structure
0
5
0
5
20
0
00
200
300
400
500
600
700
Dividend, cents per share
$Millions
$Millions
EBITDAF, Free Cash Flows, Dividends
Sources of Consolidated EBITDAF
0
$Millions
Data
Other
SocialTransportTelecommunications
Energy
00
-00
200
300
400
500
600
Perpetual bonds
Equity (market value)Net bank debt and dated bonds
Operating cash flow
Interest, tax, working capital
Dividend (rhs)
200
400
600
0
800
,000
,200
,400
,600
,800
2,000
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
0
202
4,500
4,000
$Millions
5,000
6,000
5,500
202 2020 208209 202203204207206205
2020 208209 20 202 203 204 207206 205
202
2020 208209 20 202 203 204 207206 205
CDC
2020 208209 202 203 204 207206 205
Tilt Renewables
2020 208209 202 203 204 207206 205
0
500
,000
,500
2,000
2,500
3,500
3,000
Sold
RetireAustralia
Wellington Airport
Trustpower
Vodafone NZ
Other
202
4,500
4,000
$Millions
5,000
CDC
Tilt Renewables
2020 208209 202 203 204 207206 205
0
200
400
600
800
,000
,400
,200
Longroad
RetireAustralia
Wellington Airport
Trustpower
Other
Qscan
Qscan
202
,800
,600
$Millions
2,000
CDC
Vodafone NZ
Tilt Renewables
2020 208209 202 203 204 207206 205
Longroad
RetireAustralia
Wellington Airport
Trustpower
Sold
Total
Corporate
CDC
Vodafone NZ
Tilt Renewables
0
00
200
300
400
500
60%
40%
20%
-20%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
80%
00%
Annual Return
206
0
202
0
00
200
300
400
500
60%
40%
20%
0
-20%
-40%
2082020
209
Dividend ReturnCapital Return
207202203204205
Accumulation Index
Accumulation Index
70%
80%
Annual Return
206
202
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
$50
$00
$50
$200
$250
$300
0
2032 20292030 2022 2028 20312023 2024 20272026 2025
Accumulation
Index
Qscan
28
Infratil’s Financial
Performance & Position
Consolidated Results
For the year to 31 March 2021 the net
parent result was a loss of $49.2 million,
down from a surplus of $241.2 million
the prior year. The breakdown of both
periods’ results are provided on the
facing page.
The main source of difference was the
$511.5 million gain recorded on the sale
of the Snowtown 2 wind farm in the prior
year. This year includes the $98.1 million
increase in the international incentive
fee accrual explained on page 22 of
the report.
The accrual of incentive fees was
$223.1 million. The fee reflects 20% of the
gains returned above the 12% hurdle on
Infratil’s investment in CDC, Tilt, Longroad,
RetireAustralia, and ASIP.
For 2021 the average exchange rates were NZ$/A$0.9338 and NZ$/US$0.6711 (0.9501 and 0.6474 in 2020).
Year Ended 31 March ($Millions)20212020
Operating revenue$1,241.6$1,189.5
Operating expenses($864.4)($848.0)
International Portfolio Incentive fee($223.1)($125.0)
Depreciation & amortisation($82.8)($71.2)
Net interest($138.5)($145.0)
Tax expense$4.2($9.5)
Revaluations
& realisations($24.6)$14.4
Discontinued operations$71.6$479.0
Net profit after tax($16.0)$484.2
Minority earnings($33.2)($243.0)
Net parent surplus($49.2)$241.2
Year Ended 31 March ($Millions)Share20212020
Trustpower51%$102.1$95.1
Longroad Energy40%$0.1$19.2
Wellington Airport66%$23.7$68.1
CDC Data Centres48%$75.8$59.6
Vodafone NZ50%$223.5$154.9
Qscan56%$11.0-
RetireAustralia50%$10.4$8.9
Corporate/Other($47.8)($35.6)
Proportionate EBITDAF
1
$398.8$370.2
International Portfolio Incentive Fee($223.1)($125.0)
Tilt66%$52.6$81.1
Discontinued operations-$15.0
To ta l$228.3$341.3
For 2021 the average exchange rates were NZ$/A$0.9338 and NZ$/US$0.6711 (0.9501 and 0.6474 in 2020).
1. Proportionate EBITDAF is an unaudited non-GAAP measures and are defined on page 7.
Proportionate EBITDAF
This table shows Infratil’s Proportionate
EBITDAF contributions from its continuing
operations, management costs, excluding
international portfolio incentive fees, and
contributions from businesses sold
or held for sale.
To illustrate the calculation of
Proportionate EBITDAF. Infratil owns 51%
of Trustpower, Trustpower’s EBITDAF for
the period was $200.2 million, and 51%
of that is $102.1 million.
Also shown is the total which includes the
above noted exclusions.
Breakdown of Consolidated Results
Infratil consolidates companies when it owns more than 50%, including Trustpower, Wellington Airport and Qscan. Associates such as
CDC Data Centres, Vodafone NZ, Longroad and RetireAustralia are not consolidated. For those investments, the EBITDAF column
shows 100% of their EBITDAF and the "Revaluations and other adjustments" column includes the adjustment required to reconcile
Infratil's share of their net profit after tax. The contribution of Qscan is for the period since its acquisition on 22 December 2020.
Year Ended 31 March 2021
$Millions
Infratil’s
share
EBITDAF
1
100%D&AInterestTa x
Revaluations
and other
adjustmentsMinorities
Infratil
share of
earnings
Trustpower51%$200.2($45.4)($30.3)($10.3)($83.5)($13.4)$17.4
Longroad Energy40%$ 7. 7---$40.2-$ 4 7. 9
Wellington Airport66%$36.0($29.6)($26.5)$12.4$10.1($0.6)$1.8
Qscan56%$19.6($7.9)($5.1)($2.0)($16.9)$5.4
($6.9)
CDC Data Centres48%$157.7---($23.5)-$134.2
Vodafone NZ50%$447.8
---
($475.0)-($27.2)
RetireAustralia50%$20.8
---
$10.4-$31.2
Parent/Other($276.2)-($76.6)$4.1$54.1($0.1)($294.7)
Total (continuing)$613.6($82.8)($138.5)$4.2($484.1)($8.7)($96.3)
Tilt66%$80.2($43.8)($11.8)($31.5)$78.5($24.5)$47.1
To ta l$693.8($126.6)($150.3)($27.3)($405.6)($33.2)($49.2)
Year Ended 31 March 2020
$Millions
Infratil’s
share
EBITDAF
1
100%D&AInterestTa x
Revaluations
and other
adjustmentsMinorities
Infratil
share of
earnings
Trustpower51%$186.5($42.5)($31.8)($39.6)$25.1($49.1)$48.6
Longroad Energy40%$51.6---($46.9)-$4.7
Wellington Airport66%$103.2($28.4)($24.8)$34.5($11.3)($20.6)$52.6
CDC Data Centres48%$123.6---$37.4-$161.0
Vodafone NZ50%$310.4---($335.1)-($24.7)
RetireAustralia50%$17.8
---
($71.5)
-($53.7)
Parent/Other($161.3)($0.3)($88.4)($4.4)$1.3-($253.1)
Total (continuing)$631.8($71.2)($145.0)($9.5)($401.0)($69.7)($64.6)
Tilt66%$123.7($76.3)($41.4)($4.9)$502.5($172.9)$330.7
Other$17.0($9.8)($1.1)($4.3)($26.4)($0.3)($24.9)
To ta l$772.5($157.3)($187.5)($18.7)$75.1($243.0)$241.2
1. EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
29
30
Infratil Assets Book Values
The asset values in the table are
consistent with NZ IFRS and in
accordance with Infratil’s financial
statements with the exception of
Trustpower and Tilt which are shown at
their NZX values, Wellington Airport which
reflects Infratil’s share of net assets
excluding deferred tax and Qscan which
is Infratil’s initial investment amount.
”Other” includes Infratil Infrastructure
Property, Galileo, Clearvision and smaller
assets.
After the balance date, Infratil agreed to
sell its Tilt shareholding for $2,000.2 million.
$Millions31 March 202131 March 2020
Trustpower$1,314.7$1,022.4
Tilt$1,869.3$926.0
Longroad Energy$44.9-
Wellington Airport$511.2$487.6
CDC Data Centres$873.0$693.4
Vodafone NZ$857.3$974.0
Qscan$309.6-
RetireAustralia$340.9$291.5
Other$238.1$169.1
To ta l$6,359.0$4,564.0
Year Ended 31 March ($Millions)2021
Trustpower$51.9Dividends (32.5 cps)
Tilt $179.6Capital return
Longroad (includes capital)$39.5$28.2m distributions. $11.3m capital return
Wellington Airport$38.1Subvention
CDC Data Centres$5.8Interest
Vodafone NZ (includes capital)$96.7$39.6m distributions. $57.1m capital return
Net interest($67.8)
Parent/Other($57.1)
Total pre Incentive fee$286.7
Incentive fee payment($41.7)First tranche of FY2020 Incentive fee
$245.0
Infratil and Wholly Owned
Subsidiaries Operating Cash Flows
This table shows the operating cash
flows of Infratil and its 100% subsidiaries.
Receipts include dividends, interest,
subventions and capital returns.
Outgoings are operating costs and
interest.
“Parent/Other” includes $45.7 million of
management expenses.
The Incentive fee is the first of three
potential instalments of the FY2020
international portfolio annual
Incentive fee.
Proportionate Capital
Expenditure and Investment
This table shows Infratil's share of the
investment spending of investee
companies.
For instance, CDC invested $247.5 million
and 48.1% of that amount is $119.3 million.
Investment undertaken by Infratil
amounted to $332.4 million. This sum
includes investing in Qscan, Galileo, and
Clearvision.
Year Ended 31 March ($Millions)20212020
Trustpower$18.6$17.7
Tilt$247.3$332.2
Longroad Energy$325.9$533.5
Wellington Airport$23.1$53.2
CDC Data Centres$119.3$226.6
Vodafone NZ$126.4-
RetireAustralia$29.8$28.0
Other$12.5$41.4
Capital expenditure$902.9$1,232.6
Qscan$309.6-
Vodafone NZ-$1,029.9
Other$22.8$5.8
Proportionate capital expenditure & investment$1,235.3$2,268.3
Capital of Infratil and
100% Subsidiaries
On 31 March 2021 Infratil and 100%
subsidiaries had $695.0 million of
bank facilities drawn to $342.0 million.
$13.8 million was on deposit.
Over the year no bonds matured or were
repaid. $83.3 million of bonds maturing
March 2026 were issued.
In June 2021, $93.9 million of bonds mature
and $65.0 million of bank facilities are due
in February 2022.
Infratil has provided shareholder backing
for letters of credit issued by Longroad
which on 31 March 2021 amounted to
$86.9 million (2020 $94.6 million). Infratil
also had commitments to provide up to
$50.0 million of equity funding to
Wellington Airport, up to A$10.0 million to
RetireAustralia and shareholder backing
Infratil Assets
The asset values in this table use the
values which were commissioned by the
Infratil board from independent parties to
determine the fair values of the assets
held within the International Portfolio
subject to annual incentive fees
(Longroad, CDC, RetireAustralia, ASIP).
Explanation of the basis of each valuation
is contained on the section of this report
which covers each of Infratil’s investments.
The NZX value for Tilt is shown. Since
31 March 2021 Infratil has agreed to sell
this holding for $2,000.2 million.
Infratil does not commission independent
valuations for its other assets.
$Millions31 March 202131 March 2020
Net debt of 100% subsidiaries328.2$470.9
Dated Infrastructure Bonds$1,155.2$1,071.9
Perpetual Infrastructure Bonds$231.9$231.9
Market value Infratil equity$5,151.0$2,579.3
Total capital$6,866.3$4,354.0
Dated debt/total capital21.6%35.4%
Total debt/total capital25.0%40.8%
Debt per Infratil share$2.37$2.69
for letters of credit issued by Galileo of up
to EUR40 million.
During the year Infratil issued 63,273,696
shares at an average price of $4.74 raising
$300 million.
Excluding treasury stock, over the year
Infratil’s shares on issue rose to 722,952,533
from 659,678,837. The share price rose from
$3.91 to $7.13.
$Millions31 March 202131 March 2020
Trustpower$1,314.7$1,022.4
Longroad Energy$136.2$162.4
Wellington Airport$511.2$487.6
CDC Data Centres$2,401.4$1,515.6
Vodafone NZ$857.3$974.0
Qscan$309.6-
RetireAustralia$361.0$308.2
Other$238.1$169.1
$6,129.5$4,639.3
Tilt$1,869.3$966.5
$7,998.8$5,605.8
Per Infratil share$11.06$8.51
31
32
Shareholder Returns & Ownership
27 Year Track Record
Over the year to 31 March 2021 Infratil’s
share price rose from $3.91 to $7.13.
Two dividends were paid amounting to
17.25 cps cash and 4.25 cps in imputation
credits. In addition, retail shareholders had
the right to purchase 1 new share for each
7.46 shares owned at a price of $4.65.
Institutional shareholders were offered
shares via a tender and these shares were
purchased at a price of $4.75 each.
The total return to shareholders was 91.9%
for the year comprising 4.3% after tax
(28% tax rate) dividend return and 87.6%
capital gain, including the rights issue. The
calculation of capital gains assumes that
all dividends and rights are reinvested so
the shareholder neither takes out nor puts
in any cash.
31 March 202131 March 2020
Million sharesMillion shares
NZ retail investors3434 7. 4 %3164 7. 9 %
NZ institutional investors21129.2%1842 7. 9 %
Offshore parties16923.4%16024.2%
723660
Infratil’s after tax return since listing in
March 1994 has been 18.8% per annum
after tax and over the last ten years
20.1% per annum after tax.
A shareholder who purchased $1,000 of
shares on 31 March 1994 would have a
holding valued at $104,205 27 years
later (assuming all dividends and rights
were reinvested).
Ownership
During the year 52,521,008 shares were
issued to institutional investors at
$4.76 each and 10,752,688 were issued
to retail investors at $4.65 each.
At the start of the year 659,678,837
shares were on issue, with 722,952,533
on issue at the end.
0
000
2000
4000
3000
5000
6000
7000
9000
8000
0000
60%
40%
20%
0
-20%
-40%
209
207
202
205203202009200720052003200999997995
Dividend ReturnCapital Return
Accumulation Index
80%
00%
Annual
Return
Accumulation Index
333333
Prospero 1, 380MW solar generation, Andrews County, Texas
34
Bondholders
On this page of the Annual Report we
seek to cover topics of potential interest
to holders of Infratil Infrastructure Bonds
which is not otherwise available in the
Report.
In the main this covers what bonds Infratil
has issued and redeemed over the year
and secondary market activity in the
bonds.
New issues
During the year Infratil issued $83,293,000
of bonds maturing March 2026, with an
issue yield of 3.0% per annum.
Maturities
No bonds matured or were bought back
over the year.
The next bond maturity is in June 2021.
Infratil anticipates offering holders a
reinvestment option.
Secondary market
Last year’s annual report addressed the
spike in yields which occurred over March
with particular focus on whether there was
anything unusual about the market yields
on Infratil’s bonds and whether Infratil
could have justified buying back bonds.
It was shown that while the spike in yields
was startling, Infratil’s bonds traded in
unison with much of the market. For about
a month there were far more sellers than
buyers, across the board.
Because the whole market was behaving
badly there was little benefit from Infratil
seeking to normalise rates on its own
bonds. In retrospect buying bonds at that
time was a good investment, but at that
time few knew what would happen next.
Infratil’s Bond Maturities
Infratil’s bond maturity profile is set out
on the right.
The goal with the bond maturities is
that they are evenly spread to minimise
refinancing pressure in any one year.
With $1,387 million of bonds on issue,
Infratil is one of the largest borrowers from
the domestic corporate bond market.
Perpetual bonds have no maturity date.
5 Year Bond Yield
The graph on the right shows the market
yield on Infratil’s five year bond and the
five year government bond. Once the
panic of March/April subsided, the yield
on Infratil’s bonds was reasonably logical.
Some of the pricing of government bonds
is harder to explain. In September 2020
investors in the government bonds were
willing to accept a negative yield. Buying
bonds for a price that was higher than the
value of all the principal and coupon to
be paid out over the following five years.
$50
$00
$50
$200
$250
$300
0
Perpetual202920302022 202820232024202720262025
$Millions
Financial Years
2
0
% per annum
3
4
6
5
3 Mar 202 3 Dec 2020 3 Mar 2020 30 Sep 2020 30 Jun 2020
Infratil 5 year bond
Market yield
NZ Government 5 year bond
Market yield
35
Foreign
Currency
Exposure
Depending on how Infratil’s assets are
valued perhaps $4.00 of each Infratil
share represents assets located in
Australia and about $0.25 cents are
assets located in the U.S.A. or Europe.
Infratil does not hedge the currency risk
in relation to its offshore assets. The recent
investment in Qscan is an example of
what that means:
• On 22 December 2020, Infratil acquired
56.3% of Qscan for A$289.6 million.
The actual cost for Infratil was the
NZ$309.6 million used to purchase
the A$289.6 million (exchange rate of
0.9354).
• Fast forward to 31 March 2021, the
market exchange rate was 0.9182.
If the A$ value of Qscan hadn’t
changed the NZ$ value would have
risen $4.8 million because of the
decline in the NZ$.
Over last year, the NZ$/A$ exchange
fluctuated between 0.9062 and 0.9749,
which on an asset worth A$289.6 million
translates to a value range of
NZ$22.5 million.
Given that Qscan makes up about 10% of
Infratil’s Australian assets it’s an indicator
of the value which comes and goes with
the wax and wane of the currency.
During the year a review was undertaken
of Infratil’s approach of not hedging its
investments in offshore assets. In large
part this involved interviewing institutional
and Kiwisaver fund managers about their
practices to learn what others are doing
and why.
It turns out that some institutions take
no currency risk (they fully hedge), some
hedge some currencies but not others,
and some do no hedging. The upshot is
that the Infratil review is ongoing and
hasn’t reached a conclusion. It is noted
here so that Infratil shareholders are
aware of the current situation and that a
review is underway.
A couple of points were identified through
the review:
• Over the last two decades the NZ$ has
appreciated. So over that period
hedging would have produced a gain
of 15% against the A$ and 27% against
the US$. (There was also an additional
potential benefit from interest rate
differentials.)
• It is possible to calculate a fair value
for the NZ$ against A$, US$, Euro, etc.
What isn’t clear is whether it's possible
to then predict when, or if, the actual
rate will converge with the fair value.
The fair value is determined by
variables such as the terms of trade,
interest rates and economic growth.
• With all the fund managers and
companies spoken to, the objective of
their foreign currency management
was risk reduction. Not one described it
as a way to profitably speculate.
• Hedging is expensive and creates its
own risks. Any approach to managing
currency exposures would need to take
into account the costs and risks of
hedging.
• Importantly, as yet there hasn’t been
a dialogue with Infratil’s shareholders.
A theme of those interviewed was that
their Hedge or Don’t-Hedge approach
was influenced by what their
shareholders/investors preferred
(although sometimes the preference
was guessed rather than known). As the
Infratil review progresses ways will be
found to explain the options to
shareholders and to get their views.
A brief comment on what foreign hedging
entails. Again to use Infratil’s investment in
Qscan as an example. There are many
ways for Infratil to make itself indifferent to
movements in the market value of the
NZ$/A$ exchange rate. The simplest would
entail Infratil entering into a contract with
a bank for Infratil to sell A$289.6 million to
buy NZ$ for settlement in, say, a year’s
time. If the NZ$ was then to fall in value
the gain in the value of the Qscan
investment would be offset by the loss on
the forward exchange transaction (and
vice versa if the NZ$ rose in value). But as
noted even a simple hedge of this nature
would not be costless or riskless.
36
Trustpower
Infratil 51%
Tauranga Energy Consumer Trust 27%
Public 22%
Lake Coleridge Power Station
Coleridge Power Station was
commissioned in 1916 and upgraded in
1930 and 2000. If resource consents
allowed, it could be further upgraded to
produce an additional 30GWh a year
and improve dry year back-up.
37
Trustpower delivered a credible
result, notwithstanding the
challenges of an eventful year.
EBITDAF was $200.2 million
up from $186.5 million for the
prior period and underlying
earnings were $94 million up
from $75 million.
Utility retailing maintained stable energy
customer numbers, telco customers rose
8% and customers with more than one
service were up 6%. The performance of
retailing was particularly credible given
covid-related disruptions and its
EBITDAF contribution of $47 million
demonstrated the resilience of the
business.
Dry weather, especially over the last six
months, resulted in Trustpower’s
generation being 209GWh below long-run
averages. At the 14.4c/kWh average
wholesale electricity price for the year, the
lack of water equates to an opportunity
cost of over $30 million (recognising that
high prices and low generation, and vice
versa, tend to go together). That
Trustpower was still able to lift earnings is
testament to good risk management and
hedging.
Retail review
Trustpower instigated a review of its
retailing activities.
Originally, electricity retailing was an
almost necessary adjunct to generation.
It created a hedge because wholesale
electricity prices and retail margins tend
to move inversely. When retail was having
a good year generation would be down,
and vice versa.
From that starting point, Trustpower built
on its electricity retailing by adding gas,
internet and mobile connectivity; based
on the premise that it was good at
providing utilities to customers who value
service, and it was cost efficient.
The review is intended to address if the
rationale remains valid. With a more
efficient wholesale electricity market there
are now other ways to hedge the ups and
downs of generation earnings. And
increasing digitalisation of customer-
systems means that a larger business or
one with additional products may have
lower costs or additional revenues.
An important aspect of the review was the
position of the Tauranga Electricity
Consumer Trust. The Trust’s beneficiaries
are the original consumers of the
Tauranga Electric Power Board which
became Trustpower in 1993. Following
consultation, in which two thirds of
submissions were supportive, the Trust
concluded that the proposal is the best
solution to take forward.
Over the last decade, hydo-power made
up 57% of total generation in New Zealand
(other renewables contributed 23%).
Lakes commonly hold sufficient water to
enable generation for several months
should there be low natural inflows.
As the graph on the right shows, the level
of lake storage over the first quarter of
2021 fell to unusually low levels.
As lake levels fall, power companies that
control water storage (mainly Meridian
Energy) impose rationing. It’s logical and
increases the price of electricity. Users
exposed to high prices curtail use and
greater use is made of generation with
high variable costs (mainly gas and coal).
Any party (user or generator) which
doesn’t want exposure to price volatility
can contractually fix prices, potentially for
up to several years.
,000
2,000
3,000
4,000
5,000
GWh
0
2072082092020202
10 year average
OctNovDecAugSepJanFebMarAprJulJunMay
National hydro storage
38
Year Ended 31 March20212020
Generation1,708GWh1,759GWh
Retail electricity sales1,824GWh1,817GWh
Electricity accounts265,000266,102
Gas accounts44,00041,298
Telco accounts111,965103,642
Av. Wholesale electricity price14.4c/kWh10.7c/kWh
EBITDAF
1
$200.2m$186.5m
Underlying profit after tax$94m$75m
Capital expenditure$36.4m$34.8m
Net debt$726.8m$617.2m
Infratil holding value
2
$1,314.7m$1,022.4m
1. EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
2. NZX market value at period end.
The New Zealand Battery Project
Over the three decades since the
New Zealand electricity market was
established (previously being government
controlled) several Ministerial and other
official reviews have found it to be
efficient; which meant 100% reliable at
the least cost. A third goal has now been
added, “sustainable”. Electricity should be
reliable, cheap and with low/no emissions.
By in large, most in the industry (give or
take the odd dinosaur) advocate for a
price on emissions as the way to reduce
emissions. If it costs a lot to produce
electricity using gas or coal, less will be
used. Last year had Trustpower used gas
to generate its electricity rather than
water, about 800,000 tonnes of CO
2
would have been emitted, which at
today’s emission price would have cost
about $28 million. Which illustrates the
incentive to not use gas.
Unsurprisingly Government has instigated
another review, but this one is different. It
has a budget of over $100 million, and
Government has already indicated that it
has a preferred solution; a new lake that
would be built in the hills above the
Roxburgh dam. It is unlikely to happen. It
would take at least a decade to be
operational, is estimated to cost up to
$10 billion, would be at risk from the Alpine
Fault, would be a net consumer of
electricity (the lake wouldn’t fill naturally.
Its water would be pumped up-hill from
the Clutha River), and it faces
environmental and Treaty barriers.
However, in the meantime Trustpower
and other industry participants (users and
generators) have to cope with the risk
of a major disrupting event. It is not likely,
but it is a risk and a diversion.
The Tiwai Smelter
The aluminium smelter is a legacy of the
last bout of Government Think Big which
continues to cause problems. Uncertainty
about its length of operation (and
consumption of 13% of New Zealand’s
total electricity) has hovered for years.
If it closes, there would be an electricity
glut for several years; low prices and poor
returns on generation assets.
Until recently it was expected to close and
this caused a pause in the construction of
new generation. Now it seems to be highly
profitable and to have a good future.
Tiwai aluminium is of unusual purity,
strength, and presumably value, and it
is low carbon because it uses hydro
electricity and this is starting to have
a higher value than aluminium smeltered
using electricity produced by coal-fired
generation.
Climate Change Policies
At present the Climate Change
Commission (“CCC”) is working through
15,000 submissions on its draft
recommendation to government. One
of the 15,000 came from Trustpower.
Perhaps due to oversight the CCC’s
draft report hardly commented on the
desirability of government lowering
regulatory costs associated with building,
operating, and improving all forms of
renewable generation.
At present, the regulatory costs
associated with operating and
maintaining Trustpower’s 26 hydro power
schemes are onerous. Furthermore, the
barriers to enhancement are impermeable
in many situations. The result is that a
great deal of relatively low-cost hydro
generation capacity and flexibility isn’t
available notwithstanding its potential to
contribute to the goals of reliable-cheap-
sustainable electricity.
39
Customers and retail
electricity sales
The attraction of Trustpower’s utility
retailing offer is apparent from the graph.
However, Trustpower’s electricity
sales per customer have fallen by
about 20% over the period, while costs
per customer have been stable.
Customer
Accounts
0
4,000
3,500
3,000
2,500
2,000
,500
,000
500
GWh
200,000
50,000
00,000
50,000
0
250,000
300,000
350,000
400,000
208 202 203 206 207 205 204
Electricity Accounts:TelcoGas
202 2020
Total Retail Electricity Sales (GWh)
209
Total Retail Electricity Sales
EBITDAF
1
& Generation
Over the last ten years Trustpower’s
hydro generation has mainly fluctuated
with the level of rainfall in its catchments.
EBITDAF has been relatively flat with
changes reflecting generation levels,
wholesale electricity prices, and the
contribution from utility retailing.
0
500
,500
,000
2,000
2,500
3,000
GWh
$50
0
$00
$50
$200
$250
EBITDAF
$Millions
$300
2022020208202203206207205204209
Generation (GWh)EBITDAF
EBITDAF
EBITDAF
1
per unit of
generation and the
average market price
of electricity
Historically Trustpower’s success as a
utilities retailer has meant that earnings
per unit of generation have been higher
than had the generation been sold
straight into the wholesale market.
The review of retailing is intending to
address if this benefit is still worth the
value of retaining the activities.
0
2
4
0
8
6
4
2
Cents/kwh
$80,000
$60,000
$40,000
$20,000
0
$00,000
$20,000
$40,000
EBITDAF
per GWh of
generation
2022020208202203206207205204209
EBITDAF per GWh
NZ Market price
(Cents/kWh)
NZ Market price
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
40
Tilt Renewables
Infratil 66%
Mercury Energy 20%
Public 14%
Dundonnell wind farm
Operationally Tilt had a solid
year, but it was a period
dominated by development
activities. Two major wind farms
were commissioned and
significant progress was made
on two new projects.
The Company also recommended that
shareholders accept an offer of $8.10 a
share. This was accepted by Infratil and
the transaction is expected to close once
regulatory approvals are received.
Notable development achievements and
progress included:
The 133MW $277 million Taranaki Waipipi
Wind Farm was commissioned on time
and on budget; even though construction
stopped for five weeks during the covid
Level 4 lockdown. One lost-time injury was
recorded during construction.
The 336MW A$560 million Dundonnell
Wind Farm in Victoria was commissioned
on budget with no lost time injuries and
has now been authorised by the market
regulator to operate to a level which will
enable export of about 97% of production.
The two new power stations contributed
740GWh of generation over FY2021.
Generation from existing plant was down
8% in Australia and 9% in New Zealand
due to below average wind conditions.
Although the mid-life refurbishment of the
Tararua 3 Wind Farm also reduced output.
A power offtake agreement was signed
with Newcrest Mining for the output of the
planned 396MW A$700 million Rye Park
Wind Farm in NSW.
Year Ended 31 March20212020
New Zealand generation711GWh665GWh
Australian generation1,129GWh1,170GWh
Australian revenueA$84.2mA$128.6m
Average price7.5c/kWh11.0c/kWh
New Zealand revenueA$44.1mA$41.6m
Average price6.2c/kWh6.3c/kWh
EBITDAF
1
A$74.9mA$117.5m
Net profit after taxA$67.0mA$478.4m
Capital expenditureA$365.4mA$322.9m
Net cash and investmentsA$313.0mA$679.0m
Infratil holding value
2
NZ$1,869.3mNZ$926.0m
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
2 NZX market value at period end. During the year Tilt undertook an A$258 million share buyback.
Infratil’s share of this was $179.6 million.
Work also progressed on a raft of other
projects. An application was lodged for
planning consents for a A$243 million,
203MW/812MWh battery storage facility
at Morwell in Victoria. Tilt Renewables said
large-scale energy storage would help to
improve grid reliability by storing low-cost
electricity when there is an oversupply or
during low demand periods.
If it is consented and built, the battery
would stabilise the grid during frequency
disruptions and reduce blackouts and
load shedding.
EBITDAF of A$74.9 million was down on last
year’s A$117.5 million, because the sale of
Snowtown 2 and less wind was not offset
by commissioning the two new stations
part way through the year. In Australia, the
price of electricity sold on market was also
lower than the prior year.
Net profit after tax was boosted by
derivative and foreign exchange hedge
movements.
41
42
Longroad Energy
Infratil 40%
New Zealand Superannuation Fund 40%
Management 20%
Prospero Solar project, Texas, USA.
43
When Longroad was
established, the goal was to
build a portfolio of generation
with returns enhanced by
participation in project
development, capital recycling,
and asset management.
Significant progress is occurring on all
fronts; and President Biden’s plans for
decarbonising U.S.A. electricity by 2035
points to immense opportunity going
forward.
Over FY2021:
• 868MW of generation capacity was
added to the portfolio of assets
managed for third parties. A further
418MW of owned assets were added
as they were commissioned.
• 530MW of generation is under
construction with a further 412MW
expected to start construction soon.
• 783MW of generation was sold to
institutional investors.
• 6,300MW of generation capacity,
spanning 30 projects, is under
development.
To facilitate the anticipated increase
in development projects, Longroad’s
shareholders increased its access to
capital from US$320 million to
Longroad: Building. Buying. Operating. Selling: Renewable Generation Capacity
20212020
Owned and managed operating generation1,289MW871MW
Operating generation managed for other owners1,836MW968MW
Developed and commissioned1,751MW550MW
Under construction530MW1,131MW
Purchased657MW657MW
Generation developed and sold1,333MW550MW
US$434 million (Infratil’s share
NZ$248.4 million).
• President Biden’s goal for 2035 requires
the addition of over 70,000MW of
renewable generation capacity every
year at an annual cost of about
US$100 billion. More than twice the
level achieved in the best-ever year
to date in the U.S.A.
Two initiatives now underway give some
colour to Longroad’s activities.
Sunstream2. Longroad acquired this
199MW solar project at an early stage of
its construction from solar panel
manufacturer First Solar. In addition,
Longroad acquired the rights to develop a
further 700MW of solar capacity on
nearby sites. It is located in an area of
Arizona highly prospective for solar
generation; large areas of desert,
excellent sunshine, and proximity to a grid
built for the nearby 4,000MW Palo Verde
Nuclear Plant (North America’s largest
power station).
The grid means that incremental solar
capacity can be offered to companies
and residential aggregators in Arizona,
southern California, and Nevada.
Work is also underway to add battery
storage, which is likely to become a
common feature of new renewable
projects as costs decline and there is
greater demand, or even requirements, to
have battery back up to intermittent solar
and wind generation.
PKA and PenSam partnership. PKA and
PenSam are two Danish pension funds
managing almost $100 billion on behalf of
740,000 members. They have jointly
acquired 50% of each of the 215MW Little
Bear solar project in California, the 379MW
Prospero 1 solar project in Texas, and the
243MW El Campo wind project in Texas.
Generation assets with 30-40 year lives
and long-term power sales contracts with
strong corporate counterparties.
Each Longroad project involves identifying
the opportunity, and then working with
equipment providers, contractors, power
buyers, tax-equity and debt providers,
and end investors with global
perspectives.
The sell-downs to the two Danish pension
funds de-risk the projects and enable the
extraction of all development capital for
reinvestment elsewhere. However,
accounting recognition of gains only
follows 100% sell down, which in FY2021
occurred with the Minnesota and Muscles
Shoals projects.
While the speed of execution shows the
US market for renewable generation to be
enormous, dynamic, and efficient, under
President Trump a number of barriers were
emerging.
Going forward, the national goal of
increasing the amount of renewable
electricity is expected to see the US
Government call on a suite of policy tools,
which are expected to include tax
incentives, power purchases, CO
2
pricing,
access to federal lands, measures to
reduce consenting and regulatory costs,
and measures to expedite thermal plant
closure.
44
NZ$ figures are as at 31 March
US$ figures are as at 31 December20212020
Infratil aggregate investment amountNZ$220.8mNZ$185.8m
Infratil capital received backNZ$224.2mNZ$184.7m
Infratil’s share of earningsNZ$47.9mNZ$4.7m
Longroad net surplus/(loss) after taxUS$89.9mUS$6.7m
Owned and managed generation1,180MW762MW
Generation managed for other owners1,745MW877MW
Employees128 people111 people
Capital expenditureUS$710.8mUS$655.6m
Infratil book valueNZ$44.9m-
Infratil investment fair valueNZ$136.2mNZ$162.4m
Generation Projects Constructed/Purchased/Sold/Under Development
Ye a rProjectTypeMWSituationManaged
2018PhoebeSolar312Built/Sold
2018Rio BravoWind238Built/SoldYe s
2020Prospero 1Solar379Built/50% soldYe s
2020El CampoWind243Built/50% soldYe s
Federal StreetSolar220PurchasedYe s
MilfordWind306PurchasedYe s
MontgomeryWind/Solar108PurchasedYe s
2020MinnesotaWind70Developed/sold
2020Little BearSolar215Built/50% soldYe s
2020Muscle ShoalsSolar294Developed/Sold
2021Prospero 2Solar331Under construction/50% sold
2022Sun Streams 1Solar199Under construction
2022-4Hawai’iSolar212Staged construction
2022-4Hawai’iBattery640MWhStaged construction
2023-5Sun Streams 4&5Solar/Battery700Development
Maine Solar212Development
Foxhound Solar108Development
Seven BridgesSolar136Development
UmbrielSolar197Development
UtahSolar/Battery260Development
CA SolarSolar/Battery260Development
The Fair Value was calculated by an
independent valuer taking into account
the cash flows associated with existing
assets and operations, and development
projects where there is very high
confidence of construction commencing
within twelve months.
The resulting US$ value for 100% was
largely unchanged over the year. The NZ$
value of Infratil’s 40% reflects expected
transaction costs which may arise on sale,
including tax. Movements in the NZ$/US$
exchange rate reduced the NZ$ value by
14.2% over the year.
It should be noted that this valuation is
conservative in not valuing Longroad’s
pipeline of development projects except
those expected to start in the next year.
45
Milford Wind
306MW
Montgomery Street Wind
108MW
Little Bear Solar1 (50% sold)
215MW
Phoebe Solar
315MW
Sunstream Solar 2 & 3
700MW
Sunstream Solar 1
199MW
Hawaii Solar
160MW
Muscle Shoals
294MW
Prospero I Solar (50%)
379MW
Prospero 2 Solar
331MW
El Campo Wind (50% sold)
243MW
Rio Wind
238MW
Minnesota Wind* (sold)
70MW
Federal Street
Solar
220MW
Built and sold
Owned and operated
Under development
Utah Solar/Battery
260MW
46
Galileo Green Energy
Infratil 40%
New Zealand Superannuation Fund 20%
Commonwealth Superannuation Corporation 20%
MGIF 20%
GGE Nordics
Galileo established GGE
Nordics, an 80:20 joint venture
with the Northern European
renewable generation
development team of Njordic.
The initial focus is on wind
projects in Scotland and
Sweden. The target size of the
pipeline is over 1,000MW.
Star Energia
Agreement with Star Energia
to develop solar
photovoltaic projects in
southern Italy. The project
pipeline at present is
100MW. Galileo is to hold
100% and they have an
expected development time
of approximately 2 years.
Ten Project
Galileo has entered into a
development agreement
with experienced wind
developer TEN Project. The
target pipeline is 300MW of
onshore wind projects in
south Italy. Galileo is to own
100% of the projects with a
projected development time
of between 3 and 4 years.
EMP Energy
Galileo holds a 50% stake in
an Irish wind development
joint venture with local
developer EMP and turbine
manufacturer Vestas. The
current project pipeline
amounts to 400MW with a
projected development time
of 3 to 4 years.
47
Galileo was established in
February 2020 to take
advantage of investment
opportunities created by
the European push to increase
renewable electricity
generation.
It brings together the expertise of Infratil’s
manager and the European management
team created by Ingmar Wilhelm, and
flexible capital provided by Infratil and its
partners.
The partners’ initial capital commitment
is EUR220 million. Infratil’s share amounts
to NZ$150 million.
During the last year $11.8 million was
advanced bringing Infratil’s total
investment to $14.3 million.
As with Longroad Energy, the objective
with Galileo is participation in the
development, construction and operation
of renewable generation assets, with
electricity price risk managed through
sound off-take contracts.
The scale of the opportunity is staggering.
Over the course of the decade to 2030,
across Europe the goal is to increase
renewable generation from 38% to over
60% in the total power mix. This will require
the addition of more than 500,000MW of
new capacity generating over
1,000,000GWh of electricity per year.
By way of comparison, over 21 years,
Trustpower/Tilt invested NZ$2,150 million
building 1,106MW of capacity to generate
3,768GWh of electricity per annum. The
required European investment over the
next decade amounts to over 300 times
the scale of Tilt’s over two decades.
Over its first year, notwithstanding the
challenges of covid-related restrictions,
Galileo has entered into agreements with
local developers to progress four projects
summarised on the facing map.
Galileo’s team of 16 are also working
on similar opportunities in France,
Germany, Poland, and Spain, with 2025
objectives of:
• A pipeline of 10,000MW of projects.
• Development of 500MW of investable
renewable power projects per year.
• EUR500 million of total investment
potential per year, including sell-down
opportunities.
• Engagement in at least 10 countries
and a Galileo team of 50 people.
The scale of the European market, its
diversity, and the plethora of national
champions and national decarbonisation
plans naturally raises concerns about an
entity such a Galileo’s capacity to play a
significant role and to develop attractive
investable opportunities.
The key element is the commitment of a
very experienced and well-connected
European management team. This is led
by Ingmar Wilhelm and includes
individuals from Italy, Germany, Spain,
Ireland, and the UK. They have decades
of sector experience with major energy
utilities, international development
platforms, and financial investors.
Existing contacts and new ones with local
developers ensures the Galileo team is
aware of a diverse range of potential
projects and has the expertise to
concentrate on those with the greatest
potential.
Alongside their connections with local
developers, and consequent access to
sites with good wind/sun resource and
connectivity to the grid, the Galileo team
also have the credibility and expertise to
ensure optimal power sales terms are
secured. Counterparties are expected to
include traders, wholesalers/aggregators,
and energy users seeking electricity from
renewable sources.
In a dynamic market environment, Galileo’s
flexibility will be an advantage in
arranging power sales terms which match
the output and risk features of both
individual and portfolio generation
projects.
48
Wellington
Airport
Infratil 66%
Wellington City Council 34%
Wellington Airport measures and reports
on its Scope 1 and 2 operational
emissions, which in FY2021 amounted to
984 tonnes of CO
2
e. Scope 1 come from
the Airport’s vehicles, heating, cooling,
and emergency electricity generation.
Scope 2 relates to emissions from
electricity generated elsewhere and
used by the Airport. In all cases the
emissions are captured by the NZ ETS
and require the surrender of NZUs, for
which the Airport pays, albeit indirectly.
The Airport’s 2030 goal is emissions
which are at least 30% lower than the
level of 2017. Initiatives include electric
vehicles, LED lighting, building
efficiencies, ground-source heating,
and reduced emissions during
construction work.
The Airport is also committed to helping
its users reduce emissions. Electric
vehicle charging has been installed in
the car park, work is underway to
facilitate electric public transport links
with the CBD, and a raft of airfield
activities are being electrified.
Pictured is the Airport’s sustainability
manager Nicola Cordner explaining to
Deputy Mayor and Green Councillor
Sarah Free and Airport Chair Tim Brown
the operation of an electric pushback
tug and aircraft ground power, which
are part of a wider electrification plan.
Low/no emission aircraft fuels are
available but are prohibitively expensive.
Until investment and research lowers
their cost, emission reductions will come
from improved aircraft performance.
The newest variant of the Airbus
short-haul fleet, the A321 which is taking
off in the background of the picture,
produces 20% less emissions per
passenger than its predecessor the
A320, according to manufacturer
specifications.
The Airport is also actively reducing its
net footprint through support of local
tree planting, the provision of
infrastructure for bikes, and its planning
for fuel flexibility.
49
For Wellington Airport it was a
remarkable and difficult year,
but the future is looking positive.
Air New Zealand, Qantas,
JetStar and Soundsair promptly
resumed services as soon as
restrictions were lifted.
It is hoped that Fijian, Singapore Airlines
and Virgin will also return in due course.
In April 2020 air travel virtually ceased; a
dramatic turn-around from two months
earlier when the Airport’s focus had been
on a $1 billion investment programme.
The Airport’s priority is the provision of
safe and efficient facilities which requires
a 20 year view of potential demand and
preparing accordingly. Prior to March 2020
extensive consultation between Airport
and airlines had been underway to ensure
that the Airport’s capital works
programme aligned capacity with
demand, including resilience measures.
In April 2020, covid-related disruptions
saw all but resilience projects put on hold.
They continued and absorbed the bulk of
the $35 million invested over the year;
earthquake strengthening (buildings and
carpark), safety (runway resurfacing), and
climate protection (seawall).
The Airport-airline capital works discussion
was part of the five-yearly price
consultation. Normally charges are fixed
for five years which means the Airport
carries the risk of unexpected changes to
traffic, costs, and capital spending. For the
current five year period (to 31 March 2024)
the level of uncertainty saw Airport and
airlines settle on charges with elements of
“wash up” at the end of the period.
Constructive consultation over
infrastructure and pricing reflects the
good working relationship between
Airport and airlines. All parties want an
efficient Airport and fair charges.
Another pre-covid arrangement which
became a challenge during April’s travel
restrictions was the Airport’s use of debt.
In FY2020 interest was less than a quarter
of EBITDAF, but April’s earnings were less
than the interest bill which required
remedial action.
Airport costs were reduced which
unfortunately meant 32 people were
made redundant. All management and
directors took a pay cut of at least 20%.
Four day working weeks were instituted.
Non-critical capital spending was
curtailed.
Year Ended 31 March 20212020
Passengers domestic
2,968,960
5,225,999
Passengers international
162
919,741
Scope 1 & 2 emissions CO
2
e tonnes
984
1,344
Aeronautical income
$34.0m
$80.8m
Passenger services income
$18.2m
$45.2m
Property/other income
$12.7m
$13.5m
Operating costs
($28.9m)
($36.3m)
EBITDAF
1
$36.0m
$103.2m
Net profit/(loss) after tax
($35.7m)
$28.9m
Capital expenditure
$35.0m
$80.6m
Net debt
$595.9m
$516.9m
Infratil cash income
$38.1m
$44.3m
Infratil holding value
2
$511.2m
$487.6m
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
2 Infratil's share of net assets excluding deferred tax at period end.
Shareholders committed $75.8 million of
equity the Airport could call on.
Cost reductions and shareholder backing
saw Wellington Airport maintain the
support of its lenders and allowed
continuation of resilience investment.
While the support of shareholders was
crucial in ensuring that Wellington Airport
got through the worst of the travel
restrictions Wellington City Council’s
subsequent withdrawal of support for
necessary strengthening of sea protection
infrastructure was disappointing. The
seawall protects Council sewerage pipes,
a public road, and the airfield (in that
order). Waves of up to 13 metres occur at
this location and a rupture of sea
protection would have catastrophic
consequences, not least being the escape
of 3 cubic metres per second of raw
sewage into Lyall Bay.
Looking forward, aviation is expected to
fully recover. This isn’t so much about
whether airlines survive. It reflects the
social needs of New Zealanders and the
economic imperatives of connectivity.
The last Census found that 27.4% of
New Zealand residents weren’t born
in New Zealand. Almost 700,000
New Zealanders live in Australia. For the
country furthest from global markets, air
travel is a crucial part of commerce, not
to mention the value of tourism and
foreign students.
This begs the question of aviation’s
emissions. Globally they make up 2% of
total and 10% of transport emissions. If
aviation is to continue to provide its
current level of connectivity, aviation gas
is going to have to be replaced with bio or
electro fuels (synthetic fuels manufactured
using renewable electricity).
Today, bio fuel costs 140% more and
electro fuel 300% more than av-gas.
At current fuel prices, an Auckland to
Wellington airline ticket includes
approximately $17 for fuel and $3 for ETS
emission charges. Bio fuel would cost an
extra $24, but research and investment
will narrow the price gap.
Calls to restrict air travel to reduce
emissions reflects a misunderstanding of
New Zealand’s Emission Trading Scheme.
Under the ETS all emissions require the
surrender of NZU. Just as the number of
chairs in the game musical chairs sets the
number of people seated, the number of
NZU issued sets maximum emissions.
As New Zealand transitions to net zero
emissions the availability of NZU will be
reduced. Unless ways are found to
inexpensively cut emissions, it is likely that
the NZU price and hence cost of emissions
will rise. That would raise the cost of using
av-gas and spur development of bio and
electro fuels. In the meantime, reducing air
travel does not lower total emissions, it just
means less from aviation which means
more can come from other sources.
50
Air travel’s resilience
The graph from Boeing’s 2020 traffic
forecast shows air travels long-term
trend and resilience.
In the 22 years after Infratil acquired
its stake in 1998, Wellington Airport
traffic grew 2.8% per annum and
New Zealand’s GDP grew 2.8% per
annum.
There is no compelling reason to
anticipate a break in this trend when
covid-restrictions are lifted.
Wellington Airport passengers
The graph on the right shows the
Airport’s monthly traffic over the
11 months pre-covid, the subsequent
13 months, and the forecast range for
the next year.
Short term forecasts are difficult.
A lockdown in Wellington stops traffic,
while lockdowns elsewhere, eg.
Auckland, can reduce traffic markedly.
Aviation CO
2
emissions
Every new aircraft model delivers
significant fuel efficiencies and hence
reduced emissions per passenger
kilometre relative to the aircraft it
replaces.
Between 1990 and 2018 aviation traffic
increased 300%. Emissions rose 90%.
The gap is due to a massive increase
in efficiency.
However, +90% is no longer acceptable
and must be reversed.
Passenger Kilometers (Trillions)
0
8
6
4
2
0
Actual Trac
ScenarioTrend
9809902000
9/ and SARS
Global Financial Crisis
Covid
Pandemic
2002020
990
99
992
993
994
995
996
997
998
999
2000
200
2002
2003
2004
20052006
200720
9
2008
2009
20
0
20
20
2
20
3
20
4
20
5
20
6
20
7
20
8
5
0.5
40.4
3
0.3
2
0.2
0.
0
0
Passengers
Passengers BillionsKgs CO
2
e
Emissions per passenger kilometre
00,000
200,000
300,000
400,000
500,000
600,000
0
Apr-9Aug-9Dec-9Apr-20Aug-20Dec-20Apr-2Aug-2Dec-2Apr-22Aug-22Dec-22
Domestic passengers
Passengers
International passengers
Forecast
EBITDAF
1
& Passengers
In the decade to FY2020, passengers
rose 2% a year and earnings 4%. It is
expected that the trend will resume
once covid is beaten.
Aeronautical & services income
Airport revenue from passengers is
higher from those on international
services. Wellington’s relatively modest
per passenger revenue drop in 2021 is
because normally 80% of its traffic is
domestic.
Consequently going from 20%
international to 0% only reduced per
passenger income by 14%.
The cost of travel
Pre-covid, the cost of domestic air travel
was largely stable in real terms (fares rose
at the same rate as the CPI, with annual
fluctuations of +/- 10%).
The cost of international air travel fell
nominally and in real terms. Given
increases in average income, an airline
ticket which would have cost 25 hours of
wages in 2011, would have taken 15 hours
in 2020.
0
$20
$60
$40
$80
$00
0
2
3
4
5
6
7
Passengers
Millions
EBITDAF
$Millions
2022082022032062072052042020209
Domestic passengers
International passengers
EBITDAF
EBITDAF
$0
$5
$0
$5
$20
$ Income Per
Passenger
202 208 202 203 206 207 205 204 2020 209
Aeronautical incomeServices income
Statistics New Zealand
International air travel cost index
Domestic air travel cost index CPI
Index
202
20
20
2
20
3
20
4
20
7
20
8
20
9
2020
20
6
20
5
0
20
40
60
80
00
20
40
60
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
00,000
200,000
300,000
400,000
500,000
600,000
0
Apr-9Aug-9Dec-9Apr-20Aug-20Dec-20Apr-2Aug-2Dec-2Apr-22Aug-22Dec-22
Domestic passengers
Passengers
International passengers
Forecast
51
52
Vodafone
New Zealand
Infratil 49.9%
Brookfield Infrastructure Partners 49.9%
Management 0.2%
53
Vodafone New Zealand’s year
comprised two distinct threads;
keeping the country connected
while accommodating
explosive demand growth
and covid-related disruptions;
and progressing strategic
initiatives to grow the value
of the company.
Operationally, FY2021 saw a massive
increase in data transmission on fixed-
price plans, a significant drop in roaming
income due to fewer offshore visitors,
and people spending more time at
home using their mobile devices less
for accessing data and more for voice
calls and apps. It is estimated that the
combined impact of these disruptions
reduced VNZ’s FY2021 EBITDAF by
$64 million.
Despite this, VNZ delivered EBITDAF
of $447.8 million, at the upper end of
guidance.
$253.4 million was invested in service and
network improvements.
On a different level, local ownership of
VNZ ensures support for policies and
values relevant to employees, customers,
and location. This includes VNZ’s
Whārikihia strategy which recognises,
respects and takes on Māori cultural
values in recognition of Treaty obligations,
and the desirability of having a corporate
culture and values which align with those
of staff and customers.
Customer services and systems
VNZ aims to be a cost-efficient provider
of excellent easy to use mobile and
fixed-connectivity, with additional services
available for customers with more
sophisticated needs.
To help deliver on the first of these goals
VNZ is removing a plethora of legacy
products, simplifying customer
management systems, and improving
customers’ ability to self-serve online.
For business customers, working with
partners such as AWS, VNZ offers
additional products such as security,
contact centre management, data and
cloud services, and facilitation of “internet
of things” requirements such as smart
metering.
Progress with the strategic plan is
apparent with the vast majority of
customer interactions now digital, best
ever scores in customer satisfaction
surveys, and cost reductions.
The goal with services is to grow traffic
over VNZ’s network and to do so profitably;
which depends on customers being
retained by their service experiences,
having low cost-to-serve with customers
with lower needs, and having the right
suite of products for customers with more
complex “value-add” requirements.
Upgrading the mobile network
The Commerce Commission
Telecommunications Monitoring Report
released in March 2021 indicates that
over the last five years wireless broadband
connections increased 8.2 times and
mobile data use 4.6 times. (fixed
broadband connections increased only
5% over the same period, with data rising
4.1 times).
However, rising demand for data
transmission presents a challenge for a
mobile network that is a mixture of 3rd
and 4th generation equipment. Which is
where 5th generation (5G) capability
comes into its own. It can carry much
greater amounts of data, at greater
speeds, and at lower cost. With the
caveat that 5G requires a large upfront
investment.
VNZ has a market lead in 5G coverage,
however expanding availability to areas
with sparse population is economically
challenging. Practically this means VNZ
installing 5G capability where it is viable
and sharing towers and sometimes
equipment with other telecommunications
companies where unique ownership is not
physically or commercially practicable. In
some rural areas it also means partnering
with Crown Infrastructure Partners to
co-invest under the auspices of
government’s Rural Broadband Initiative.
While infrastructure sharing ensures
greater geographic coverage than
would otherwise be viable, it is important
to note that mobile differs in key ways to
New Zealand’s single monopoly fibre
network. The mobile market is more
dynamic, technology constantly changes,
and each generation of the mobile
network is integrated with the previous
generations on which it is built. In a
decade fibre will still be fibre, while mobile
is likely to moving towards 6th or 7th
generation technology.
The 5th generation mobile network now
being installed does more than just cope
with rising demand, it provides the
instantaneous connectivity required to
realise the benefits that are coming from
new technologies and the “Internet of
Things”. For instance, motor vehicle
sensors are now collecting enormous
amounts of data to improve driving
performance and maintenance. In the
near future, these sensors will be
connected to central processors via
extremely fast 5G mobile data
transmission allowing the instantaneous
response required as vehicles become
autonomous; navigating roads without a
human driver.
Broadband
Last year’s huge increase in data was
boosted by lockdowns and remote
working, but reflected the trend resulting
from better devices, greater availability of
high-resolution content, online meetings,
and consumers switching from other forms
of dissemination/transmission.
As noted in the Commerce Commission
report, New Zealand has good coverage
of high-speed fibre and charges that are
about 50% of Australia’s.
However, the huge increase in demand
and extremely competitive prices makes
profitability a challenge for all providers.
VNZ’s approach is to deliver internet
access to its customers through the
medium that best meets their needs. If
large amounts of data are required in a
fixed location, then fibre is often best. In
other situations; for example, rural areas
without fibre or customers with less
demanding data requirements; the mobile
network offers a lower cost, is easier and
quicker to install, and provides everything
customers need.
Good progress
Good progress is being made on all
strategic initiatives. Customer services are
being improved and costs reduced.
Broadband profitability is being
addressed by ensuring that customers get
the medium of delivery that best suits their
requirements.
5G installation is ongoing and 4G
capacity is also being expanded to
ensure the network can cope with rising
data demand, and ways are being found
to accomplish this efficiently via network
sharing without compromising
competition which has driven so much
innovation and such low user costs.
54
Year Ended 31 March
1
20212020
Mobile revenue$793.7m$909.8m
Fixed revenue$728.1m$708.7m
Other revenue$431.9m$430.7m
Operating costs($1,505.9m)($1,574.1m)
EBITDAF
2
$447.8m$475.1m
Capital expenditure$253.4m$284.8m
EBITDAF
2
less Capital expenditure$194.4m$190.4m
Net debt$1,300.8m$1,265.2m
Infratil's holding value
3
$857.3m$974.0m
Infratil cash proceeds$96.7m$25.0m
Average consumer monthly
data use
Over the decade New Zealand’s monthly
downloading of data has risen 28 fold
(from 10GB to 284GB) per consumer.
Last year’s 77GB jump presumably
reflected the effects of the covid lock-
downs. Its quite remarkable that the
networks could cope.
While mobile data remains only a fraction
of the total data traffic, its growth was
33 times over the decade and last year
was also a record expansion.
Connected to the internet
(Devices and homes/businesses)
Connectivity spans smartphones, fixed
broadband connected by fibre and
copper and wirelessly to the cellular
network, and machine to machine devices
such as smart meters.
As with data use, what stands out is the
strong growth in connectivity, although in
recent years the growth has been far more
in data than devices.
GB/Month
Average fixed broadband*
*includes fibre, copper and fixed wireless
Average mobile device
0
300
250
200
50
00
50
2020 208 20 202 203 206 207 205 204 209
9
8
7
6
5
4
3
2
0
Connections (millions)
Mobile devicesMachine to machine devices
Fixed wireless broadband connectionsFixed broadband connected by fibre, copper, etc
2020 208* 20 202 203 206 207 205 204 209*
*some operators changed their reporting of active cell phones
The New Zealand Telecommunication Market. Statistics From The Commerce Commission Monitoring Reports
Vodafone New Zealand Operating
and Financial Statistics
1 The 2020 figures are for the Vodafone NZ
operating company, while 2021 incorporates
the full Vodafone NZ holding structure which
only existed from acquisition on 31 July 2019.
As at 31 March 2021 there are no material
differences between EBITDAF at the holding
structure level or the operating company level.
2 EBITDAF is an unaudited non-GAAP measure
and is defined on page 7.
3 Infratil’s original investment was $1,029.9 million.
Subsequent changes mainly reflect capital
returns.
55
Industry investment
To enable transmission of the huge
increase in data demand, the industry has
invested $15.7 billion over the last decade.
It is now anticipated that the investment
in fibre will decline (reflecting its national
coverage) while investment in 5G mobile
infrastructure will rise.
Industry revenue
As shown by the other graphs, users are
getting a lot more telecommunications
connectivity and capacity, and this
is requiring very substantial annual
investment. Yet the sector’s revenue
has remained flat.
The Department of Statistics hasn't
produced household cost estimates
for 2020.
Vodafone NZ connections
Over the decade VNZ’s number of mobile
connections has remained reasonably flat
(although of course the amount of data
transmitted has grown in line with the
market’s 28-33 fold increase). Over the last
two years VNZ had 40% of mobile phones.
This may not however be the whole story
as there is a growing trend for third parties
to lease network capacity and to retail this
via their own branded phones. ComCom
data shows that in 2020 this only amounted
to 88,000 phones, but it is expected to
increase.
VNZ’s share of the broadband market was
slightly down at 23% in 2020, although it
provides a much greater share of wireless
broadband connections.
,800
200
400
600
800
,000
,200
,400
,600
0
$Millions
OtherMobileITFibre
2020 208 20 202 203 206 207 205 204 209
6,000
$MillionsAverage monthly household telecommunication cost
,000
2,000
3,000
4,000
5,000
0
$45
$40
$50
$30
$35
Fixed line annual revenueMobile annual revenueAverage monthly household telecommunication cost
2020 208 20 202 203 206 207 205 204 209
3.5
3.0
Millions
0.5
.0
.5
2.0
2.5
208 20 202 203 206 207 205 204
00
Mobile connectionsBroadband connections
2020 209
5656
CDC
Data Centres
Infratil 48%
Commonwealth Superannuation Corporation 24%
Future Fund 24%
Management 4%
CDC data centre prior to internal fit out
57
CDC continues to experience
growing demand for its data
centres and is responding by
building capacity in each of
Auckland, Sydney and
Canberra.
Over the year, EBITDAF rose 25% to
A$147.3 million and available capacity
increased 27%. Capital investment was
A$231.6 million.
Investment in expanding capacity is
undertaken in two stages; the building
and the fit out, with the former occurring
over approximately 12-18 months of
construction, while the latter is rolled out
as capacity is taken up by clients.
CDC’s 164% EBITDAF increase over the last
three years, reflects the three new data
centres with 66MW of capacity
commissioned over that period and the
A$738.2 million of capex invested over
FY2019 and FY2020.
In the next two years CDC will be
undertaking a similar step up in capex and
capacity. The four data centres currently
under construction will progressively
become income generating from early
FY2023.
Although customers may contract to take
up capacity as it becomes available,
which reduces CDC’s risk, they only start
paying once the capacity is actually
available.
With the success of its expansion beyond
Canberra (first to Sydney and then to
Auckland), assessment of additional
regions is underway, in all cases based on
opportunities relevant to CDC’s particular
offering:
• High security facilities that meet the
needs of government, defence,
hyperscale and critical infrastructure
clients. Hyperscale refers to cloud
companies which require very large
data centre capacity for their own
and their customer needs. The main
companies in this catagory are usually
taken to be AWS, Microsoft, and
Google.
• Data centres which are systemically
resilient including with regards to
connectivity and are efficient users of
water and energy.
• Flexibility to meet the requirements of
different users and the creation of
large-scale ecosystems with access to
cloud-based services.
• Clients get certainty of data location
in facilities with 100% Australian and
New Zealand ownership at a time of
growing recognition of the value of
data sovereignty and security.
These features of CDC’s data centres are
why it is qualified as Certified Strategic
under the Australian Government’s data
hosting certification framework.
Financial & Operational Statistics
Year Ended 31 March 20212020
Data centre capacity133MW105MW
Average lease term14.4 years15.9 years
EBITDAF
1
A$147.3mA$117.5m
Infratil share of EBITDAFNZ$75.8mNZ$59.6m
Net profit after taxA$234.2mA$289.1m
Net contribution to InfratilNZ$134.3mNZ$161.0m
Capital expenditure A$231.6mA$446.6m
Net debtA$1,041.4mA$912.4m
Infratil holding book valueNZ$873.0mNZ$693.4m
Infratil holding market value range
2
NZ$2,317-2,492mNZ$1,355-1,711m
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
2 Based on an independent valuation as at 31 March.
Over the year Infratil subscribed for an
additional $8.3 million of capital and
received cash income from CDC of
$5.8 million.
5858
200
80
60
40
20
00
80
60
40
20
Data Centre Capacity (MW)EBITDAF
(A$Millions)
0
$80
$60
$40
$20
$00
$80
$60
$40
$20
$0
CapacityEBITDAF
20720820920202022
Forecast
202
CDC Capacity & EBITDAF
The general trend of bringing data
together under one roof and locating
it physically close to its application was
illustrated by the benefits BNZ noted
in a press release which explained its
intention to repatriate data and
processing to Auckland.
BNZ reported that the attraction of using
local data centres included speed of
access (for instance when checking
hundreds of credit card transactions per
second, to identify fraud and being able
to immediately notify merchants and
customers) and data residency
requirements which makes it desirable
that New Zealand client information is
held in New Zealand.
It is difficult to convey the magnitude of
the growing demand for data storage and
processing, but to illustrate:
• Most individuals will regularly use some
of video calls, home schooling
platforms, entertainment streaming,
and the myriad of apps for banking,
maps, and so on. In all cases using
cloud-computing.
• Data and applications are held in data
centres accessible via the internet
rather than being stored on a device.
• For companies, the cloud provides
access to to data storage and
computing power at the click of a
button which can be scaled up and
down with great flexibility. It also gives
access to communication, security,
and processing functions.
• Global research company Gartner
estimates that in 2021 US$305 billion
will be spent on cloud services, almost
20% more than in 2020. This was
evidenced in the March quarter
revenues of the largest cloud
companies. Amazon revenue of
US$109 billion, with cloud subsidiary
AWS’s earnings +32%. Microsoft revenue
of US$42 billion including cloud revenue
up 21% at US$15 billion. Google
revenue US$55 billion +34%.
• Another growth wave is expected
as 5th generation mobile
telecommunication networks are
installed. This will enable the
communication of far more data at
far faster speed than is available
now; facilitating artificial intelligence
computing (AI) and the Internet of
Things (IoT). Tools required for
autonomous vehicles and automated
and remote health monitoring and
diagnosis.
These growth thematics, the evidence of
demand for CDC’s facilities, and CDC’s
proven ability to respond with its
construction programme, underpinned
the 47% lift in the independent valuation
of the Company over the year to give
a mid-point of A$4,726 million as at
31 March 2021.
• Accelerating demand is resulting in
CDC bringing projects forward,
increasing the scale of planned
centres, and adding additional
developments to the project pipeline.
• The diversity of customer relationships
is increasing as new customers commit
and contracts are renewed.
• Risk is reduced by the length of
contracts, pre-contracting capacity in
data centres before construction
completes, the track record of strong
revenue growth, and good
management of construction projects.
• There is also increasing confidence
about sector demand growth, and
evidence of sector valuations from
other transactions and listed
companies.
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
59
CentreCapacityContracted
1
Commissioned
Hume 1 & 212MW93%2008 and 2011
Fyshwick 118MW>95%2015
Hume 3 9MW100%2016
Fyshwick 221MW80%2018
Eastern Creek 1 (acquired)7MW>85%2018
Eastern Creek 213MW100%2019
Hume 4 25MW70%2019
Eastern Creek 328MW75%2020
Auckland 1 & 220MW80%2022
Eastern Creek 437MW30%2022
Hume 520MW-2022
Future Hume120MW--
Future Fyshwick50MW-Pre 2030
Future Eastern Creek70MW-Pre 2030
1. Contracted capacity includes reserved and first right of refusal. Based on space.
Sydney
Eastern Creek
Hume
Fyshwick
Auckland 1
Auckland 2
Canberra
Auckland
60
Radiology/
Diagnostic Imaging
MRI Scanner, QScan Clayfield Clinic, Brisbane
On 22 December 2020, Infratil acquired
56.25% of Australian based Qscan for
A$289.6 million (NZ$309.6 million).
On 31 May 2021 Infratil is to purchase
between 53.5% and 58.5% of New
Zealand-based Pacific Radiology for
between $312 million and $344 million,
depending on the number of shares
retained by doctors and management
along with other completion adjustments.
It is worth taking a moment to understand
the background to the approximately
$650 million investment before taking in
the features of each business.
The core premise is that diagnostic
imaging is an essential service benefitting
from macroeconomic tailwinds and a
growing and ageing population. The
sector also benefits from considerable
government funding. All of which provides
support for above-market growth, and
there is the potential for superior providers
to grow through mergers and acquisitions.
Investing in health
Populations are ageing and as they do
their healthcare needs increase.
• Approximately 15% of New Zealanders
are over 65 years old, about 765,000
people. The number has risen 25% in a
decade (over that period the
population younger than 65 rose 14%).
• Approximately 16% of Australians are
now over 65, about 4.2 million people.
An increase of 32% in a decade (during
which time the rest of the population
increased 12%).
The increasing elderly population drives
increasing healthcare expenditure.
• OECD data shows that Australian
healthcare costs have been rising
4.2% per annum over the last decade
and now amount to 9.4% of GDP.
• New Zealand’s figures are 3.6% per
annum and 10.0% (US health costs
amount to 17% of GDP).
The need to look after the health of a
growing elderly population is focussing
attention on how to deliver this cost
efficiently. Vaccines, preventative
screening, and smarter treatments
are all examples of good cost/benefit
health measures.
Bill Gates claims that his funding of
vaccinations produces benefits 20 times
the cost. In New Zealand and Australia,
free or subsidised screening is available
for a wide range of conditions on the
premise of a “stitch in time” means it will
be cheaper to identify a potential
problem than to treat an actual problem.
And once someone has a problem,
smarter forms of treatment can lower
costs and speed up recovery.
Infratil’s investment criteria for
healthcare providers
• A substantial and growing need
• A real capability to efficiently improve
patient outcomes
• Engaged and supportive medical
specialists
• Stable complementary regulatory
regime
• Scale and incumbency advantages
This package of features should result in
acceptable risks for a business and an
opportunity for investment-led growth in
earnings. Recognising that healthcare has
challenges with clinical risks, recruiting and
retaining doctors, and integrating and
managing constantly improving
technology and systems.
People with a chronic disease
The incidence of cancer
00%
80%
90%
70%
60%
50%
40%
30%
20%
0%
MalesFemalesAge
Australian Bureau of Statistics
0-145-2425-3435-4455-6465-7475+45-54
0
4,000
Per 00,000 people
3,000
3,500
2,500
2,000
,500
,000
500
MalesFemales
0-90-920-2930-3950-5960-6970-7980-8990+40-49
0
Australian Institute of Health & Welfare
Age
61
62
Radiology (a brief introduction)
Radiology involves highly trained doctors and medical staff using scanning equipment to diagnose, monitor and provide treatment for
conditions, the range of which is expanding as technology improves.
The main forms of equipment are summarised in the table
Computerised tomography (CT)X-rays produce images of body structures.
Versatile and short scan time. Widely
available.
Musculoskeletal. Cardiac. Abdominal.
Oncology. Neuroradiology.
Magnetic resonance imaging (MRI)Magnetic fields and radio waves produce
images of organs and body structures.
Musculoskeletal. Cardiac. Abdominal.
Paediatric. Neuroradiology.
Positron emission tomography (PET)Detects positrons emitted by radioactive
tracers introduced into the body. Primarily
to diagnose and monitor cancer. Used in
conjunction with CT.
Oncology. Breast. Neurology.
X-rayIonising radiation to produce images and
for treatment.
Musculoskeletal. Oncology.
UltrasoundHigh frequency ultrasound waves to
produce images.
Musculoskeletal. Abdominal. Oncology.
Reproductive.
The doctors and staff required to operate
imaging equipment are highly specialised.
A radiologist requires at least 11 years
tertiary education, training, and hospital
experience to gain certification from the
Royal Australian and New Zealand College
of Radiologists. There are less than 3,000
certified radiologists in New Zealand
and Australia.
Restricted availability of staff is a
constraint on the overall availability of
radiology services.
For companies such as Qscan and Pacific
Radiology, the ability to attract and retain
radiologists is crucial. Being an employer
of choice requires flexibility, which is where
larger companies have an advantage.
Doctors can have time to study, teach,
or work in other areas. And they have
the choice of being employees or
Independent Medical Practitioners who
receive a share of billings. Many are also
shareholders alongside Infratil.
Teleradiology
Although not as critical as the specialist
equipment and staff, teleradiology is
worth noting as a way to enhance the
availability of radiology services and to
improve efficiency. In essence it involves
radiologists interpreting scans remotely.
It means that an expert in a particular
condition can review a scan without the
patient having to be in direct contact. It
also means, for instance, that it is possible
to undertake diagnosis 24/7 even if clinics
are only open 9 to 5.
Funding
A third leg to a clinic being viable is
funding.
In Australia, over 85% of sector funding is
provided by Medicare. Medicare licenses
clinics and sanctions payments for
different services. Services involving more
expensive equipment and more specialist
staff attract a higher fee, and vice versa.
New Zealand has no Medicare equivalent,
although imaging performed on behalf of
ACC, DHBs, and the Ministry of Health
jointly provides more than half of Pacific
Radiology’s income.
Medicare funding for scanning amounts to
about A$4 billion a year and has been
growing at about 6% per annum against
overall healthcare funding which has been
rising at about 4% per annum. Analysis of
the New Zealand market shows similar
growth.
Revenue growth for individual providers
is likely to be mainly a factor of sector
growth, with some up-side from adding
more sophisticated services and expensive
equipment (which draw higher fees).
Scale
An enterprise like Qscan with 75 clinics,
over 100 doctors, and 800 staff in total,
has several advantages relative to an
enterprise with only a few clinics or a
hospital operating independently. The
same is true of Pacific Radiology with 46
clinics, 90 radiologists and 650 total staff.
A larger enterprise with a full range of
equipment can offer a comprehensive
range of services and wide expertise, it
has the wherewithal to invest in the latest
technology, there are procurement
advantages especially in the IT/systems
area, it can offer staff more flexibility
without compromising availability and
quality of care, and it can manage and
de-risk compliance.
These factors are expected to underpin
the industry trend to consolidation.
Australia has six radiology enterprises of
about Qscan’s scale which make up 60%
of the market, with the remaining 40%
being individual clinics or partnerships. In
New Zealand Pacific Radiology is about
twice the size of its nearest peer and
about 20% of the market.
63
Qscan
Infratil 56.2%. Staff 29.7%. MGIF 14.1%
On 22 December 2020, Infratil
acquired 56.25% of Qscan for
A$289.6 million (NZ$309.6 million). Qscan
owns 75 radiology clinics, mainly in NSW
and Queensland. The purchase price
gave an enterprise value to Qscan
of A$735 million.
The attraction of Qscan for Infratil is
the growth potential, which is well
illustrated by developments over
the three years to 30 June 2020.
During that period, Qscan invested
A$54 million adding 11 clinics and
upgrading equipment.
Pacific Radiology
Infratil 53.5-58.5%. Doctors and
management 41.5-46.5%
On 31 May 2021 Infratil is to
purchase between 53.5% and 58.5%
of New Zealand based Pacific
Radiology for between $312 million
and $344 million depending on the
number of shares retained by doctors
and management.
The acquisition price gives an
enterprise value for the company
of $867 million.
Pacific Radiology is the largest
diagnostic imaging service provider in
New Zealand, operating 46 clinics in
the South Island and lower North Island
with 90 radiologists and 650 other
medical and management staff.
Revenue/Activities
Revenue/Activities
Sector Revenue/Sources*
Revenue/Sources
Approximately 60% of Qscan’s revenue
comes from more complex diagnoses and
treatment involving CT (over 55 machines),
MRI (over 20 machines) and PET/nuclear
(over 10 machines).
Across its clinics Pacific Radiology provides
a comprehensive range of radiology
diagnostics, including positron emission
tomography (PET). It owns 2 of the 5 PET
machines in New Zealand.
The Australian radiology sector’s
revenue is heavily underwritten by
Medicare, with approximately 10%
provided by patients.
* Medicare 2019; Radiology Funding Sources
The most obvious difference in the
sources of revenue between the
Australian industry and New Zealand
is that the former is over 85%
sourced from the government, while in
New Zealand the figure is less than 60%.
MRI
MRI
PET/Nuclear
PET/NuclearInsurance
Other
OtherPatients
Ultrasound
Ultrasound
Medicare
ACC
Insurance
DHB
Patients
Ministry of Health
X-ray
X-ray
CT
CT
64
RetireAustralia
Infratil 50%
New Zealand Superannuation Fund 50%
Glengara Retirement Village, Central Coast.
65
On all fronts, it was a remarkably
successful year for RetireAustralia;
for residents, staff and
shareholders.
It is hard to imagine a period with more
challenges. A contagious virus with
especially adverse health consequences
for the elderly. A housing market beset by
lockdowns and uncertainty. An evolving
regulatory backdrop following media
exposés and a Royal Commission of
Inquiry. And RetireAustralia with a new
leadership team to navigate the
challenges.
The most important success was in
keeping residents safe from covid and
socially engaged during enforced
isolation. None of RetireAustralia’s over
5,000 residents contracted covid and
surveys showed the highest ever levels of
satisfaction with life in a RetireAustralia
community. Not surprisingly, staff surveys
mirrored these findings.
These achievements were reflected in Sue
Nelson, manager of the Newling Gardens
Village in Armidale, receiving industry
recognition by winning the Australian
Retirement Living Council Village Manager
of the Year Award for NSW and the ACT.
RetireAustralia also won the RLC’s
Innovation Award for its use of the
AlayaCare technology platform to deliver
in-home care services to residents.
RetireAustralia is part way through a
significant investment so it can offer a full
suite of care capabilities for residents. The
goal is to be able to help residents stay
healthy, with the offer of facilities and
services if their needs increase. Flexible
home care is now available at 16 villages
and in 2020 RetireAustralia opened its first
specialised care-apartment facility at its
Glengara Village on the NSW Central
Coast.
There are many challenges in the move
from largely providing accommodation, to
being able to offer health services and
facilities, especially to the level required by
people with critical needs. It demands the
right management, technology, facilities,
care-staff and funding.
New Zealanders are familiar with
retirement villages that offer both
independent living and a whole range of
options to meet resident health and care
needs. This has evolved because health
and social authorities provide funding
which recognises that the model is both
kinder and costs taxpayers less, especially
if the alternative is a public hospital. The
Australian Royal Commission into Aged
Care Quality and Safety arrived at the
same finding which is resulting in funding
becoming more available for “Ageing in
Place”.
An underpinning reason for Infratil’s
investment in the retirement living sector
is the expanding population of elderly
people. There are now about 1,000,000
Australians over 80 years old. In 2011 there
were 840,000. This is translating into
robust demand for specialist
accommodation. Official figures indicated
that in 2016 approximately 220,000
Australians lived in retirement villages and
the number was rising about 5% per
annum.
However, it is apparent that RetireAustralia
has not fully benefited from these
demographics, experiencing a high level
of vacancy in some villages and only a
modest level of development expansion.
Both shortcomings are being addressed.
Over the year, 343 occupation rights were
purchased for RetireAustralia units and
apartments, including 323 in existing
communities. On average there were 294
resales in each of the previous five years.
Last year our absolute priority was to
keep our residents safe. We achieved
this because we have good systems,
good communication, and all our staff
played their part. I’m very proud of
what we achieved and how everyone
rose to the challenge.
Looking after people’s needs in a time
like this involves both physical and
emotional care. It also makes you
aware of where we could do better and
we are on track to deliver significantly
more. The Royal Commission into
Australian Aged Care Quality and
Safety has highlighted an opportunity
for us to take a more active role in
providing services our residents need,
something we will be actively pursuing.
Technology is providing better tools,
especially around early warning and
when people are living by themselves.
The challenge is to do more; efficiently
and effectively, and to make sure that
potential residents know what is
available, and to ensure they have
access to live the life they choose as
they age.
Dr Brett Robinson Chief Executive
66
Year Ended 31 March 20212020
Residents5,0414,955
Independent-living units3,5843,519
Serviced apartments535535
Apartment/unit resales323292
Resale cash gain per unitA$147,704A$137,374
New apartment/unit sales2016
Average sale priceA$645,850A$512,625
Av. occupancy receivable per apt/unit
1
A$125,807A$114,173
Embedded resale gain per apt/unit
1
A$38,229A$35,948
Underlying profit
2
A$30.2mA$17.0m
Net profit after taxA$55.6m(A$99.5m)
Capital expenditure A$55.6mA$53.2m
Net external debtA$187.2mA$153.4m
Infratil’s holding book value
3
NZ$340.9mNZ$291.5m
Infratil’s holding market value
4
NZ$361.0mNZ$308.2m
1. When a resident vacates an apartment or unit they are repaid their right to occupy fee less the agreed
deduction. The right to occupy the apartment or unit is then resold. The two figures in the table are
independent estimates of what (on that day) RetireAustralia’s net cash receipt would be based on an
estimated net resale price minus repayment of the previous resident’s occupancy fee refund. The net
receipt amount comprises the occupancy receivable deducted from what would be paid to the
outgoing resident, plus any additional capital gains. The resale values were estimated by independent
valuers based on market transaction, including those of RetireAustralia.
2. Underlying profit is an unaudited non-GAAP measure used by RetireAustralia that removes 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.
3. NZ IFRS value. 50% of net assets.
4. Based on independent valuations.
While last year’s increase was modest,
it was very positive given that covid-
restrictions meant that at times
apartment viewings were impossible
and the housing market in general was
stop-start.
The sales resulted in average village
occupation rising to 89%, slightly higher
than the Australian industry average.
With investment in care and health
services well underway, and the pick-up
in demand for units, RetireAustralia is
positioning to expand capacity through
its pipeline of new developments.
Over FY2021, 24 premium apartments
were added to the Wood Glen village on
the NSW Central Coast, and construction
of stage two of this development is about
to commence. Stage three has also been
committed.
New Gold Coast village, The Verge, which
overlooks the Burleigh golf course, was
also opened with 40 premium apartments.
When construction is complete it will
comprise 170 apartments, in-home care
services, wellness centre, café, activities
room, auditorium, gardens and a rooftop
entertainment area. Residents will also
have access to the Golf Club and its
facilities.
In addition to adding capacity at Wood
Glen and The Verge, RetireAustralia is also
preparing to commence construction of
additional accommodation in the
Forresters Beach village on the NSW
Central Coast. In FY2022 work is also
expected to start on a new village, The
Green, located in Tarragindi in Brisbane.
Financially, RetireAustralia recorded an
underlying profit of A$30.2 million, up from
A$17.0 million the previous year. Net profit
after tax, which includes revaluations was
A$55.6 million, an A$155.1 million positive
swing from last year’s A$99.5 million loss.
During the year sales of occupation
rights generated a net A$49.3 million
(A$40.2 million the prior year). The
average resale gain per unit/apartment
was A$147,704, up from A$137,374 the
previous year.
Due to the construction programme, net
bank funding as at 31 March 2021 was
A$187.2 million, up A$33.8 million on the
year prior; comfortably within
RetireAustralia’s A$350 million of facilities.
During the year the two shareholders
each underwrote A$10 million of
additional equity to signal their support
as RetireAustralia addressed the
uncertainties associated with covid.
In the event the additional capital was
not required.
67
Other
Investments
Australian Social Infrastructure
Partners (ASIP)
Infratil first invested in the ASIP fund in
FY2015. At the time ASIP was actively
pursuing a number of projects involving
private provision of schools, hospitals and
other social infrastructure.
While several projects ASIP supported
were successful it became apparent that
scale was going to be problematic so a
sell down was instigated.
ASIP has now contracted to sell its last
asset, and Infratil expects to receive a
final distribution from the fund before the
end of June 2021.
Infratil Infrastructure Property
IIP was formed to develop and dispose
of the land holdings of previous Infratil
subsidiary NZ Bus.
During FY2021, the sale of the Kilbirnie
bus depot in Wellington was closed for
$35 million, leaving IIP with one remaining
asset, the 1.7 hectare site in the Wynyard
Quarter which is a growth area in the
Auckland CBD.
IIP’s first stage of developing this large site
was completed in October 2020 with the
opening of the $70 million 154 room
Travelodge hotel, carpark and retail
precinct.
Covid-related disruptions at that time
significantly impacted the initial
occupancy of the hotel and carpark and
demand for retail space, which had some
flow-through to the 31 March 2021
valuation. However, by the end of the
period, income from each activity was
improving.
It is anticipated that revenues will
continue to improve as covid-related
restrictions are removed and businesses
return to normalcy. Options for the
Wynyard site include disposal or further
stages of development and both are
under consideration.
Clearvision
In FY2016 Infratil committed to invest
US$25 million through California based
Clearvision to gain exposure to start-up
ventures of relevance to Infratil’s core
sectors. In addition to a positive return,
the objective with these investments is
direct exposure to technology which
could disrupt traditional infrastructure
sectors, providing Infratil with early
warning of risks and opportunities, as
well as strategic insights.
There may also be benefits if Infratil’s
companies find opportunities relevant to
their activities. An example is Clearvision’s
portfolio company RapidDeploy which
recently sold licences to their emergency
response intelligence software to the
New Zealand Police with Vodafone NZ as
a channel partner utilising VNZ’s secure
communication network.
US$22.6 million of the initial commitment
had been advanced by 31 March 2021
(US$21.0 million a year prior).
Based on the positive experience,
and indications of a good financial
outcome, Infratil committed an additional
US$25 million to a second Clearvision
fund of which US$5.5 million has now
been advanced.
The book value of both funds was
US$51.6 million, a gain of US$23.5 million
on the US$28.1 million investment.
Much of this appreciation came from one
of Clearvision’s largest investments;
ChargePoint.
ChargePoint has established the world’s
largest network of electric vehicle
charging stations and on 1 March 2021 it
listed on the NYSE (traded as ChargePoint
Holdings, Inc. ticker CHPT) with a market
capitalisation of over US$7 billion.
68
69
Financial
Statements
For the year ended
31 March 2021
Consolidated Statement
of Comprehensive Income 70
Consolidated Statement
of Financial Position 71
Consolidated Statement
of Cash Flows 72
Consolidated Statement
of Changes in Equity 73
Notes to the Financial
Statements 75
Corporate Governance 129
70
Consolidated Statement
of Comprehensive Income
The accompanying notes form part of these consolidated financial statements.
For the year ended 31 March 2021
Notes
2021
$Millions
2020
$Millions
Operating revenue
111,059.01,102.1
Dividends
-0.6
Total revenue1,059.01,102.7
Share of earnings of associate companies
6182.686.8
Total income1,241.61,189.5
Depreciation
1470.160.1
Amortisation of intangibles
12.711.1
Employee benefits
120.288.0
Other operating expenses
129 6 7. 3885.1
Total operating expenditure1,170.31,044.3
Operating surplus before financing, derivatives, realisations and impairments
71.3145.3
Net gain/(loss) on foreign exchange and derivatives
(56.4)15.2
Net realisations, revaluations and impairments
31.8(0.8)
Interest income
1.63.1
Interest expense
140.1148.1
Net financing expense
138.5145.0
Net surplus/(loss) before taxation(91.8)14.7
Taxation expense/(credit)
13(4.2)9. 5
Net surplus/(loss) for the year from continuing operations(87.6)5.2
Net gain/(loss) from discontinued operations after tax
1071.6 4 7 9. 0
Net surplus/(loss) for the year(16.0)484.2
Net surplus/(loss) attributable to owners of the Company
(49.2)241.2
Net surplus/(loss) attributable to non-controlling interests
33.2243.0
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
260.963.3
Share of other comprehensive income of associate companies
8.0(21.3)
Net change in equity investments at fair value through other comprehensive income
46.1(0.5)
Ineffective portion of hedges taken to profit and loss
- -
Fair value movements in relation to the executive share scheme
-5.1
Income tax effect of the above items
(90.4)(22.8)
Items that may subsequently be reclassified to profit and loss:
Differences arising on translation of foreign operations
90.0(17.8)
Realisations on disposal of subsidiary, reclassified to profit and loss
-(22.5)
Effective portion of changes in fair value of cash flow hedges
218.5(75.0)
Income tax effect of the above items
(28.1)20.8
Total other comprehensive income/(loss) after tax505.0(70.7)
Total comprehensive income/(loss) for the year4 8 9. 0413.5
Total comprehensive income for the year attributable to owners of the Company
335.42 0 7. 9
Total comprehensive income for the year attributable to non-controlling interests
153.6205.6
Earnings per share
Basic and diluted (cents per share) from continuing operations
4(17.0)(37.1)
Basic and diluted (cents per share)
4(6.9)37.6
Consolidated Statement
of Financial Position
As at 31 March 2021
Notes
2021
$Millions
2020
$Millions
Cash and cash equivalents22.1133.8730.3
Trade and other accounts receivable and prepayments22.1315.4174.8
Derivative financial instruments22.476.218.9
Inventories1.9-
Income tax receivable17.69. 3
Assets held for sale102,253.4 -
Current assets2,798.3933.3
Trade and other accounts receivable and prepayments22.113.518.7
Property, plant and equipment143,238.73,958.2
Investment properties15 260.1266.7
Right of use assets16.1 115.5161.2
Derivative financial instruments22.4 92.065.5
Intangible assets 40.635.1
Goodwill 17 770.7113.1
Investments in associates6 2,126.91,961.9
Other investments7 80.971.4
Non-current assets6,738.96,651.8
Total assets9,537.27,585.1
Accounts payable, accruals and other liabilities305.8227.3
Interest bearing loans and borrowings18 94.1134.7
Lease liabilities16.2 20.321.8
Derivative financial instruments22.4 89.28.0
Income tax payable4.14.6
Infrastructure bonds19 93.8 -
Trustpower bonds20 83.0 -
Wellington International Airport bonds21 75.025.0
Liabilities directly associated with the assets held for sale10 906.7 -
Total current liabilities1,672.0421.4
Interest bearing loans and borrowings18 916.2835.0
Other liabilities195.486.5
Lease liabilities16.2 182.3225.1
Deferred tax liability13.3 2 6 9. 4314.6
Derivative financial instruments22.4 66.9121.3
Infrastructure bonds19 1,053.21,061.3
Perpetual Infratil Infrastructure bonds19 231.9231.9
Trustpower bonds20 350.0432.2
Wellington International Airport bonds and senior notes21 510.7515.9
Non-current liabilities3,776.03,823.8
Attributable to owners of the Company2,644.02,132.2
Non-controlling interest in subsidiaries1,445.21,207.7
Total equity4,089.23,339.9
Total equity and liabilities9,537.27,585.1
Net tangible assets per share ($ per share)2.543.01
Approved on behalf of the Board on 18 May 2021
Alison Gerry Mark Tume
Director Director
The accompanying notes form part of these consolidated financial statements.
71
72
Consolidated Statement
of Cash Flows
For the year ended 31 March 2021
Notes
2021
$Millions
2020
$Millions
Cash flows from operating activities
Cash was provided from:
Receipts from customers1,175.0 1,495.0
Distributions received from associates73.6 75.2
Other dividends - 0.6
Interest received6.1 10.8
1,254.7 1,581.6
Cash was disbursed to:
Payments to suppliers and employees(953.1)(1,253.3)
Interest paid(159.9)(177.5)
Taxation paid(50.3)(50.8)
(1,163.3)(1,481.6)
Net cash inflow from operating activities24 91.4100.0
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of associates - 169.7
Capital returned from associates68.2 -
Proceeds from sale of subsidiaries (net of cash sold) - 593.3
Proceeds from sale of property, plant and equipment - 19.4
Proceeds from sale of investment property34.8 -
Proceeds from sale of investments0.7 19.7
Return of security deposits127.6 14.4
231.3 816.5
Cash was disbursed to:
Purchase of investments(65.0)(1,132.5)
Lodgement of security deposits(219.4)(5.5)
Purchase of intangible assets(9.4)(12.9)
Interest capitalised on construction of fixed assets - (4.4)
Purchase of shares in subsidiaries, net of cash acquired(284.0)(5.2)
Purchase of investment properties(16.0)(22.9)
Purchase of property, plant and equipment(459.8)(463.3)
(1,053.6)(1,646.7)
Net cash inflow / (outflow) from investing activities(822.3)(830.2)
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares294.1 396.8
Bank borrowings579.3 1,436.2
Issue of bonds184.6 544.5
1,058.0 2,377.5
Cash was disbursed to:
Repayment of bank debt(295.0)(824.4)
Repayment of lease liabilities(10.9)(12.1)
Loan establishment costs(6.2)(10.1)
Repayment of bonds(25.0)(288.2)
Infrastructure bond issue expenses(2.6)(6.0)
Share buyback - (3.7)
Share buyback of non-wholly owned subsidiary(96.2) -
Dividends paid to non-controlling shareholders in subsidiary companies(65.3)(92.3)
Dividends paid to owners of the Company3 (117.7)(113.7)
(618.9)(1,350.5)
Net cash inflow / (outflow) from financing activities439.1 1,027.0
Net increase / (decrease) in cash and cash equivalents(291.8)296.8
Foreign exchange gains / (losses) on cash and cash equivalents36.9 (10.4)
Cash and cash equivalents at beginning of the year730.3 414.3
Adjustment for cash classified as assets held for sale10 (341.6)29.6
Cash and cash equivalents at end of the year133.8 730.3
The accompanying notes form part of these consolidated financial statements.
73
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2021
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 2020
754.9 655.1 (71.8)(108.4)902.4 2,132.2 1,207.7 3,339.9
Net surplus/(deficit) for the year
- - - - (49.2)(49.2)33.2 (16.0)
Other comprehensive income, after tax
Differences arising on translation of foreign operations
- - 100.0 - - 100.0 (13.5)86.5
Transfers to profit and loss on disposal of subsidiaries
- - - - - - - -
Net change in fair value of equity investments
at FVOCI - - - 46.1 - 46.1 - 46.1
Realisations on disposal of equity investments
at FVOCI - - - - - - - -
Ineffective portion of hedges taken to profit and loss
- - - - - - - -
Effective portion of changes in fair value of
cash flow hedges
- - - 118.3 - 118.3 75.6 193.9
Fair value movements in relation to the executive
share scheme
- - - - - - - -
Fair value change of property, plant & equipment
recognised in equity
- 112.2 - - - 112.2 58.3 170.5
Share of associates other comprehensive income
- - - 8.0 - 8.0 - 8.0
Total other comprehensive income
- 112.2 100.0 172.4 - 384.6 120.4 505.0
Total comprehensive income for the year - 112.2 100.0 172.4 (49.2)335.4153.6 4 8 9. 0
Contributions by and distributions to
non-controlling interest
Non-controlling interest arising on acquisition
of subsidiary
- - - - - - 240.9 240.9
Issue of shares to non-controlling interests
- - - - - - (91.6)(91.6)
Issue/(acquisition) of shares held by outside
equity interest - - - - - - - -
Total contributions by and distributions
to non-controlling interest
- - - - - - 149.3 149.3
Contributions by and distributions to owners
Shares issued
294.1 - - - - 294.1 - 294.1
Share buyback
- - - - - - - -
Shares issued under dividend reinvestment plan
- - - - - - - -
Conversion of executive redeemable shares
- - - - - - - -
Dividends to equity holders
- - - - (117.7)(117.7)(65.4)(183.1)
Total contributions by and distributions to owners
294.1 - - - (117.7)176.4 (65.4)111.0
Balance at 31 March 20211,049.0 767.3 28.2 64.0 735.52,644.01,445.2 4,089.2
The accompanying notes form part of these consolidated financial statements.
74
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2020
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 2019
361.8 685.0 (65.4)(50.4)715.0 1,646.0 1,098.5 2,744.5
Net surplus/(deficit) for the year
- - - - 241.2 241.2 243.0 484.2
Other comprehensive income, after tax
Differences arising on translation of foreign operations
- - (22.7) - - (22.7)5.2 (17.5)
Transfers to profit and loss on disposal of subsidiaries
- (21.5)16.3 0.4 - (4.8)(17.7)(22.5)
Net change in fair value of equity investments
at FVOCI - - - (1.0) - (1.0) - (1.0)
Realisations on disposal of equity investments
at FVOCI - - - (2.5)2.5 - - -
Ineffective portion of hedges taken to profit and loss - - - - - - - -
Effective portion of changes in fair value of
cash flow hedges
- - - (32.7) - (32.7)(21.3)(54.0)
Fair value movements in relation to the executive
share scheme
- - - (0.9) - (0.9) - (0.9)
Fair value change of property, plant & equipment
recognised in equity
- 22.9 - - 2 7. 2 50.1 (3.6)46.5
Share of associates other comprehensive income - - - (21.3) - (21.3) - (21.3)
Total other comprehensive income - 1.4 (6.4)(58.0)29.7 (33.3)(37.4)(70.7)
Total comprehensive income for the year - 1.4 (6.4)(58.0)270.9 2 0 7. 9 205.6 413.5
Contributions by and distributions
to non-controlling interest
Non-controlling interest arising on acquisition
of subsidiary
- - - - - - - -
Issue of shares to non-controlling interests - - - - - - 1.7 1.7
Issue/(acquisition) of shares held by outside
equity interest
- - - - - - (5.2)(5.2)
Total contributions by and distributions
to non-controlling interest
- - - - - - (3.5)(3.5)
Disposal of Snowtown 2
- (31.3) - - 30.2 (1.1)(0.6)(1.7)
Contributions by and distributions to owners
Share issued
390.9 - - - - 390.9 - 390.9
Share buyback
(3.7) - - - - (3.7) - (3.7)
Shares issued under the dividend reinvestment plan
5.0 - - - - 5.0 - 5.0
Conversion of executive redeemable shares
0.9 - - - - 0.9 - 0.9
Dividends to equity holders
- - - - (113.7)(113.7)(92.3)(206.0)
Total contributions by and distributions to owners
393.1 - - - (113.7)279.4 (92.3)187.1
Balance at 31 March 2020754.9 655.1 (71.8)(108.4)902.4 2,132.2 1,207.7 3,339.9
The accompanying notes form part of these consolidated financial statements.
75
Notes to the Financial
Statements
For the year ended 31 March 2021
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 consolidated financial statements have been prepared in
accordance with New Zealand Generally Accepted Accounting
Practices (‘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 consolidated 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 consolidated
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 consolidated 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 consolidated 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), and financial derivatives valued in
accordance with accounting policy (K).
Accounting estimates and judgements
The preparation of consolidated 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 consolidated 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
consolidated financial statements are set out below.
Valuation of property, plant and equipment
Property, plant and equipment is recorded at cost less
accumulated depreciation and impairment losses, or at fair value
less accumulated depreciation and impairment losses. Where
property, plant and equipment is recorded at fair value,
valuations can include an 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 key inputs and assumptions that
are used in valuations, that require judgement, can include
projections of future revenues, volumes, operational and capital
expenditure profiles, capacity, terminal values, the application of
discount rates and replacement values. Key inputs and
assumptions are reassessed at each balance date to ensure there
has been no material change that may impact the valuation.
With respect to assets held at cost, judgements are 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 the assessment
of the key inputs that impact the valuation.
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.
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.
Covid pandemic
Since the World Health Organisation characterised the outbreak
of the novel strain of coronavirus (‘covid’) as a pandemic on
11 March 2020, there have been extraordinary and wide-ranging
actions and measures undertaken by local public health
authorities and governments worldwide to slow and contain the
spread of the virus. The containment efforts taken to fight this
health crisis have included the implementation of travel bans,
border closings, quarantine periods and social distancing.
Significant economic stimulus packages were also deployed in
countries in which Infratil’s portfolio companies operate, including
reductions in the Official Cash Rate and other monetary policy
measures in both Australia and New Zealand, a Wage Subsidy
policy in New Zealand and the JobKeeper programme in Australia.
Taken as a whole, the Group has performed strongly despite the
challenges posed by the pandemic. Many of Infratil’s portfolio
companies provide essential services and demonstrated their
resilience throughout the financial year.
76
Known material impacts of the covid pandemic on the financial
position and/or performance of Infratil’s portfolio companies
during the year are summarised below.
Wellington International Airport (‘WIAL’)
covid has had a significant impact on the aviation industry
and on WIAL’s business. WIAL experienced a significant reduction
in passengers for the year ending 31 March 2021, and the
longer-term effects of covid and the potential impacts of the
pandemic continue to evolve. Whilst passenger traffic continues
to improve as domestic travel recovers, there remains uncertainty
around forecast domestic and international air travel from the
ongoing impacts of covid, and on WIAL’s cash flows as a
consequence.
During the year ended 31 March 2021 WIAL secured a temporary
waiver of certain financial covenants with its banking group and
USPP lender until the first compliance date, which is no later than
31 March 2022. WIAL also increased its bank facilities from
$100.0 million to $170.0 million and extended its bank facility
maturity dates. In addition, in May 2020 WIAL also put in place a
$75.8 million shareholder support agreement, in the form of a
commitment from both its shareholders for redeemable
preference shares. The shareholder support was not called upon
during the year. WIAL also issued a $100 million retail bond in
August 2020, the proceeds of which have been earmarked to
pre-fund WIAL’s $75 million bond maturity in May 2021.
Vodafone New Zealand (‘Vodafone’)
Vodafone experienced a reduction in roaming, pre-paid and
retail revenues during the year ended 31 March 2021 as a result
of the significant reduction in international travel to and from
New Zealand.
RetireAustralia
In response to the high level of uncertainty associated with covid,
RetireAustralia focused on ensuring certainty of funding to
continue delivering operational activities and resident safety
priorities by obtaining support from both its lenders and
shareholders in the first quarter of the financial year.
RetireAustralia’s lenders provided a waiver of certain covenants
under bank facility agreements until 31 December 2020 and
agreed to an increase in the core debt facility by A$30 million.
The additional A$30 million was not utilised by RetireAustralia
during the year.
RetireAustralia’s shareholders also committed to a capital
contribution of up to A$20 million (Infratil share: A$10 million) if
required by the Group to continue its operations.
The commitment was not called upon during the year.
There were no other known material impacts of covid on the
Group's financial performance for the year ended 31 March 2021,
or balance sheet as at 31 March 2021.
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
consolidated financial statements.
D Property, plant and equipment
Property, plant and equipment (‘PPE’) is recorded at cost less
accumulated depreciation and impairment losses, or at fair value
less accumulated depreciation and impairment losses. Where
property, plant and equipment is recorded at fair value, valuations
are undertaken on a systematic basis. No individual asset is
included at an independent external 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, vehicles, plant and equipment, leasehold
improvements and civil works are measured at fair value or cost.
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
Landnot depreciated
Leasehold improvements10-40
Capital work in progressnot depreciated until asset in use
E Investment properties
Investment properties are property (either owned or leased) held
to earn rental income. Investment properties are 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
properties. Where a leased property is held to earn rental income,
the right of use asset is included within Investment properties.
F Receivables
Receivables are initially recognised at fair value and subsequently
measured at amortised cost, less any provision for expected
credit losses. The Group applies the simplified approach to
measuring expected credit losses using a lifetime expected loss
allowance for all trade receivables and contract assets. 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.
77
G Investments in associates
Associates are those entities in which the Group has significant
influence, but not control, over the financial and operating
policies. Investments in associates are accounted for using the
equity method. Under the equity method, the investment in the
associate is carried at cost plus the Group’s share of post-
acquisition changes in the net assets of the associate and any
impairment losses. The Group's share of the associates’
post-acquisition profits or losses is recognised in profit or loss,
and the Group’s share of post-acquisition movements in reserves
is recognised in other comprehensive income.
H 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.
I Assets and disposal groups held for sale
Assets and disposal groups classified as held for sale are
measured at the lower of carrying amount or fair value less costs
to sell. 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.
Preparation of the consolidated 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.
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. The 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
78
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.
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. A description of the nature and timing
of the various performance obligations in the Group’s contracts
with customers and when revenue is recognised is outlined at
Note 11 (Revenue).
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, and represents a separate major line of business or
geographical area of operations. 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 six main business segments,
Trustpower, Tilt Renewables, Wellington International Airport,
Qscan Group, Associate Companies and Other. Other comprises
investment activity not included in the specific categories.
R Adoption status of relevant new financial reporting
standards and interpretations
The Group has early adopted amendments to NZ IAS 1
Presentation of Financial Statements for the year ended
31 March 2021. The amendments clarify the classification of
liabilities as current or non-current. The Group has applied this
amended classification of current and non-current liabilities in
determining the classification of loan facilities within these
financial statements.
S New standards, amendments and pronouncements
not yet adopted by the Group
There are no new standards that are not yet effective that would
be expected to have a material impact on the Group, in the current
or future reporting periods, and foreseeable future transactions.
79
2 Nature of business
The Group owns and operates infrastructure businesses and
investments in New Zealand, Australia, the United States and
Europe. 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)
20212020
Total authorised and issued shares
at the beginning of the year659,678,837 559,278,166
Movements during the year:
New shares issued63,273,696 99,992,228
New shares issued under dividend
reinvestment plan - 1,030,793
Treasury Stock reissued under
dividend reinvestment plan - -
Conversion of executive
redeemable shares- 265,267
Share buyback- (887,617)
Total authorised and issued
shares at the end of the year722,952,533 659,678,837
During the period the Company issued new shares to provide
additional balance sheet flexibility and to fund growth
investments across Infratil’s existing portfolio companies, as well
as providing the opportunity to take advantage of any new
investment opportunities that may arise. In total, net proceeds
after issue costs of $294.1 million were raised via an institutional
placement and share purchase plan for existing shareholders.
During the comparative period the Company issued new shares
to support the acquisition of a 49.9% share of Vodafone New
Zealand Limited, raising net proceeds after issue costs of
$390.9 million via an institutional placement and an entitlement
offer to existing shareholders. All fully paid ordinary shares have
equal voting rights and share equally in dividends and equity.
At 31 March 2021 the Group held 1,662,617 shares as Treasury
Stock (31 March 2020: 1,662,617).
Dividends paid on ordinary shares
2021
Cents per
share
2020
Cents per
share
2021
$Millions
2020
$Millions
Final dividend prior year11.00 11.00 72.6 72.5
Interim dividend
current year6.25 6.25 45.2 41.2
Dividends paid on
ordinary shares17.25 17.25 117.7 113.7
4 Earnings per share
2021
$Millions
2020
$Millions
Net surplus from continuing operations
attributable to ordinary shareholders (120.8)(237.8)
Basic and diluted earnings per share (cps)
from continuing operations(17.0)(37.1)
Net surplus attributable to ordinary
shareholders(49.2)241.2
Basic and diluted earnings per share (cps)(6.9)37.6
Weighted average number of ordinary shares
Issued ordinary shares at 1 April 659.7 559.3
Effect of new shares issued4 9. 6 81.5
Effect of new shares issued under dividend
reinvestment plan - 0.3
Effect of Treasury Stock reissued under
dividend reinvestment plan - -
Effect of conversion of executive
redeemable shares- 0.2
Effect of shares bought back - -
Weighted average number of ordinary
shares at end of year 709.3 641.3
80
5 Operating segments
Trustpower and Tilt Renewables are renewable generation investments, Wellington International Airport is an airport investment and
Qscan Group is a diagnostic imaging investment. Associates comprises Infratil's investments that are not consolidated for financial
reporting purposes including CDC Data Centres, Vodafone New Zealand, RetireAustralia, Longroad Energy and Galileo Green Energy.
Further information on these investments is outlined in Note 6. The Group's investment in Tilt Renewables was classified as Held for Sale
and treated as a Discontinued Operation as at 31 March 2021. Further information on this investment is outlined in Note 10.1. All other
segments and corporate predominately includes the activities of the Parent Company. The group has no significant reliance on any
one customer. Inter-segment revenue primarily comprises dividends from Trustpower and subvention income from Wellington
International Airport.
Trustpower
New Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
Qscan
Group
Australia
$Millions
Associates
$Millions
All other
segments
and
corporate
New Zealand
$Millions
Eliminations
and
discontinued
operations
$Millions
To ta l
$Millions
For the year ended
31 March 2021
Total revenue952.8 137.4 68.8 65.5 - 100.2 (137.4)1,187.3
Share of earnings of associate companies - - - - 182.6 - - 182.6
Inter-segment revenue - - - - - (90.0)(38.3)(128.3)
Total income952.8 137.4 68.8 65.5 182.6 10.2 (175.7)1,241.6
Operating expenses (752.5)(57.2)(32.8)(62.9) - (187.5)5.4 (1,087.5)
Interest income0.5 3.2 0.7 - - 0.3 (3.1)1.6
Interest expense(30.8)(15.0)(27.2)(5.1) - (76.9)14.9 (140.1)
Depreciation and amortisation(45.4)(43.8)(29.6)(7.9) - - 43.9 (82.8)
Net gain/(loss) on foreign exchange and
derivatives(83.5)78.5 1.4 - - 25.6 (78.4)(56.4)
Net realisations, revaluations and
impairments - - 8.7 - - 23.1 - 31.8
Taxation expense(10.3)(31.5)12.4 (2.0) - 4.2 31.4 4.2
Net surplus/(loss) for the year30.8 71.6 2.4 (12.4)182.6 (201.0)(161.6)(87.6)
Net surplus/(loss) attributable to owners of
the company17.4 4 7. 1 1.8 (7.0)182.6 (201.0)(161.7)(120.8)
Net surplus/(loss) attributable to
non-controlling interests13.4 24.5 0.6 (5.4) - - 0.1 33.2
Current assets3 40.9404.6 96.8 43.6 - 63.6 1,848.8 2,798.3
Non-current assets2,001.51,803.2 1,399.1 897.2 2,126.9 3 5 9. 8(1,848.8)6,738.9
Current liabilities317.665.4 117.9 41.9 - 288.0841.2 1,672.0
Non-current liabilities9 3 7. 9 841.3 705.3 350.7 - 1,782.0 (841.2)3,776.0
Net assets1086.91,301.1 672.7 548.2 2,126.9 (1,646.6)- 4,089.2
Non-controlling interest percentage 49.0% 34.4% 34.0% 43.7% - - -
Capital expenditure and investment36.4 377.435.0 309.6 55.1 23.5 - 8 3 7. 0
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
To ta l
$Millions
For the year ended
31 March 2020
Total revenue990.0 179.2 146.4 76.1 114.2 - 135.1 (371.1)1,269.9
Share of earnings of associate
companies - - - - - 87.3 - (0.5)86.8
Inter-segment revenue - - - - - - (125.3)(41.9)(167.2)
Total income990.0 179.2 146.4 76.1 114.2 87.3 9. 8 (413.5)1,189.5
Operating expenses(803.5)(55.5)(43.2)(70.2)(102.1) - (170.5)272.0 (973.0)
Interest income0.6 7. 6 0.7 - 0.1 - 7. 3 (13.2)3.1
Interest expense(32.4)(49.0)(25.5)(3.9)(3.6) - (90.2)56.5 (148.1)
Depreciation and amortisation(42.5)(76.3)(28.4)(7.1)(2.6) - (0.1)85.8 (71.2)
Net gain/(loss) on foreign
exchange and derivatives16.2 (9.0)0.1 - - - (1.1)9. 0 15.2
Net realisations, revaluations
and impairments8.9 511.5 (11.4)(68.6)(22.9) - 6 7. 7 (486.0)(0.8)
Taxation expense(39.6)(4.9)34.5 1.7 (4.2) - (6.1)9. 1 (9.5)
Net surplus/(loss) for the year97.7 503.6 73.2 (72.0)(21.1)87.3 (183.2)(480.3)5.2
Net surplus/(loss) attributable to
owners of the company48.6 330.7 52.6 (72.0)(21.4)87.3 (183.2)(480.0)(237.4)
Net surplus/(loss) attributable to
non-controlling interests4 9. 1 172.9 20.6 - 0.3 - - (0.3)242.6
Current assets150.8 730.5 35.0 - - - 1 7. 0 - 933.3
Non-current assets1,960.0 1,046.0 1,336.9 - - 1,961.9 3 4 7. 0 - 6,651.8
Current liabilities143.6 92.6 89.5 - - - 95.7 - 421.4
Non-current liabilities8 6 7. 1 469.0 641.6 - - - 1,846.1 - 3,823.8
Net assets1,100.1 1,214.9 640.8 - - 1,961.9 (1,577.8) - 3,339.9
Non-controlling interest
percentage 49.0% 34.4% 34.0% - 20.0% - - -
Capital expenditure and
investments34.3 506.4 80.6 2.7 0.2 1,134.5 41.0 (3.0)1,796.7
81
82
New Zealand
$Millions
Australia
$Millions
United States
$Millions
Europe
$Millions
Eliminations &
discontinued
operations
$Millions
To ta l
$Millions
For the year ended 31 March 2021
Total revenue1,169.1 155.6 - - (137.4)1,187.3
Share of earnings of associate companies(27.2)165.5 4 7. 9 (3.6) - 182.6
Inter-segment revenue(90.0) - - - (38.3)(128.3)
Total income1,051.9 321.1 4 7. 9 (3.6)(175.7)1,241.6
Operating expenses(1,120.3)(62.7) - - 95.5 (1,087.5)
Interest income3.9 0.8 - - (3.1)1.6
Interest expense(137.4)(17.6) - - 14.9 (140.1)
Depreciation and amortisation(90.4)(36.3) - - 43.9 (82.8)
Net gain/(loss) on foreign exchange and derivatives(55.8)77.8 - - (78.4)(56.4)
Net realisations, revaluations and impairments5 7. 9(26.1) - - - 31.8
Taxation expense(3.7)(23.5) - - 31.4 4.2
Net surplus/(loss) for the year(293.9)233.5 4 7. 9 (3.6)(71.5)(87.6)
Current assets522.0427.5 - - 1,848.8 2,798.3
Non-current assets5,015.33,397.6 118.4 10.8 (1,803.2)6,738.9
Current liabilities7 4 9. 7 81.1 - - 841.2 1,672.0
Non-current liabilities3,775.0 909.2 - - (908.2)3,776.0
Net assets1,012.6 2,835.0 118.410.8112.6 4,089.2
Capital expenditure and investments238.6540.845.8 11.8 - 8 3 7. 0
For the year ended 31 March 2020
Total revenue1,391.4 249.6 - - (371.1)1,269.9
Share of earnings of associate companies(24.6)107.8 4.7 (0.6)(0.5)86.8
Inter-segment revenue(125.3) - - - (41.9)(167.2)
Total income1,241.5 357.4 4.7 (0.6)(413.5)1,189.5
Operating expenses(1,147.5)(97.5) - - 272.0 (973.0)
Interest income9. 1 7. 2 - - (13.2)3.1
Interest expense(170.0)(34.6) - - 56.5 (148.1)
Depreciation and amortisation(100.2)(56.8) - - 85.8 (71.2)
Net gain/(loss) on foreign exchange and derivatives15.7 (9.5) - - 9. 0 15.2
Net realisations, revaluations and impairments(3.4)488.6 - - (486.0)(0.8)
Taxation expense(11.2)(7.4) - - 9. 1 (9.5)
Net surplus/(loss) for the year(166.0)6 4 7. 4 4.7 (0.6)(480.3)5.2
Current assets268.1 665.2 - - - 933.3
Non-current assets4,845.6 1,773.1 30.1 3.0 - 6,651.8
Current liabilities357.1 64.3 - - - 421.4
Non-current liabilities3,434.0 389.8 - - - 3,823.8
Net assets1,322.6 1,984.2 30.1 3.0 - 3,339.9
Capital expenditure and investments1,249.8 512.5 34.0 3.4 (3.0)1,796.7
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
and Europe. The Group's geographical segments are based on the location of both customers and assets. The Group's investment in
Tilt Renewables was classified as Held for Sale and treated as Discontinued Operations as at 31 March 2021.
83
6 Investments in associates
Note
2021
$Millions
2020
$Millions
Investments in associates are as follows:
Vodafone New Zealand6.1857.3 974.0
CDC Data Centres6.2873.0 693.4
RetireAustralia6.3340.9 291.5
Longroad Energy 6.444.9 -
Galileo Green Energy10.8 3.0
Investments in associates2,126.91,961.9
Note
2021
$Millions
2020
$Millions
Equity accounted earnings of associates are as follows:
Vodafone New Zealand
6.1(27.2)(24.7)
CDC Data Centres6.2134.3 161.0
RetireAustralia6.331.2 (53.7)
Longroad Energy 6.447.9 4.7
Galileo Green Energy(3.6)(0.5)
Share of earnings of associate companies182.6 86.8
6.1 Vodafone New Zealand
Vodafone New Zealand ('Vodafone') is one of New Zealand’s leading digital services and connectivity companies. Infratil holds a
49.9% shareholding in ICN JV Investments Limited (the ultimate parent company of Vodafone), alongside investment partners
Brookfield Asset Management Inc. (49.9%) and Vodafone management (0.2%).
Movement in the carrying amount of the Group’s investment in Vodafone:
2021
$Millions
2020
$Millions
Carrying value at 1 April974.0-
Acquisition of shares- 690.3
Capitalised transaction costs - 0.2
Shareholder loan - 339.4
Total capital contributions during the year- 1,029.9
Interest on shareholder loan9. 7 9. 3
Share of associate’s surplus/(loss) before income tax(47.2)(45.1)
Share of associate’s income tax (expense)10.3 11.1
Total share of associate’s earnings during the year(27.2)(24.7)
Share of associate's other comprehensive income7. 2 (6.2)
less: Distributions received(26.4)(19.1)
less: Shareholder loan repayments including interest(70.3)(5.9)
Carrying value of investment in associate857.3 974.0
84
Summary financial information:
2021
$Millions
2020
$Millions
Summary information is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets487.7 598.7
Non-current assets3,613.4 3,811.7
Total assets4,101.1 4,410.4
Current liabilities563.7 580.9
Non-current liabilities2,385.2 2,565.0
Total liabilities2,948.9 3,145.9
Net assets (100%)1,152.2 1,264.5
Group's share of net assets574.8 631.0
Revenues1,950.4 1,382.6
Net surplus/(loss) after tax(69.4)(68.1)
Total other comprehensive income6.4 2.2
2021
$Millions
2020
$Millions
Reconciliation of the carrying amount of the Group's investment in Vodafone:
Group's share of net assets574.8 631.0
add: Shareholder loan282.3 342.8
add: Capitalised transaction costs0.2 0.2
Carrying value of investment in associate857.3 974.0
85
6.2 CDC Data Centres
CDC Data Centres ('CDC') is an owner, operator and developer of data centres, with operations in Canberra, Sydney and Auckland.
Infratil holds a 48.08% shareholding in CDC Group Holdings Pty Ltd (the ultimate parent company of CDC), alongside investment
partners the Commonwealth Superannuation Corporation (24.04%), Future Fund (24.04%) and CDC management (3.84%).
Movement in the carrying amount of the Group's investment in CDC:
2021
$Millions
2020
$Millions
Carrying value at 1 April693.4 555.3
Acquisition of shares8.3 -
Capitalised transaction costs - -
Shareholder loan - 8.1
Total capital contributions during the year8.3 8.1
Interest on shareholder loan10.6 14.2
Share of associate’s surplus/(loss) before income tax178.6 216.6
Share of associate’s income tax (expense)(58.0)(69.8)
add: share of associate's share capital issue, net of dilution3.1 -
Total share of associate’s earnings during the year134.3 161.0
Share of associate's other comprehensive income(0.6) -
less: Shareholder loan repayments including interest(5.8)(16.1)
Foreign exchange movements43.4 (14.9)
Carrying value of investment in associate873.0 693.4
Summary financial information:
2021
A$Millions
2020
A$Millions
Summary information is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets152.3 87.2
Non-current assets3,202.6 2,703.3
Total assets3,354.9 2,790.5
Current liabilities72.2 73.3
Non-current liabilities1,963.1 1,654.1
Total liabilities2,035.3 1,727.4
Net assets (100%)1,319.6 1,063.1
Group's share of net assets634.5 512.6
Revenues187.5 173.6
Net surplus/(loss) after tax234.2 289.1
Total other comprehensive income - -
2021
$Millions
2020
$Millions
Reconciliation of the carrying amount of the Group's investment in CDC:
Group's share of net assets in NZD690.9 526.3
add: Shareholder loan182.1 167.1
Carrying value of investment in associate873.0 693.4
CDC's functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency. The NZD/AUD exchange
rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.9182 (Spot rate) and 0.9338 (Average rate) (2020:
Spot rate 0.9740, Average rate 0.9501).
86
6.3 RetireAustralia
RetireAustralia is an owner, operator and developer of retirement villages, with villages in New South Wales, Queensland and South
Australia. Infratil holds a 50% shareholding in RA (Holdings) 2014 Pty Limited (the ultimate parent company of RetireAustralia), with
investment partner the New Zealand Superannuation Fund holding the other 50%.
Movement in the carrying amount of the Group's investment in RetireAustralia:
2021
$Millions
2020
$Millions
Carrying value at 1 April291.5 289.3
Acquisition of shares- 61.3
Total capital contributions during the year-61.3
Share of associate’s surplus/(loss) before income tax31.2 (53.7)
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year31.2 (53.7)
Share of associate's other comprehensive income - -
less: Distributions received - -
Foreign exchange movements recognised in other comprehensive income18.2 (5.4)
Carrying value of investment in associate340.9 291.5
Summary financial information:
2021
A$Millions
2020
A$Millions
Summary information is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets204.6 196.4
Non-current assets2,389.3 2,266.4
Total assets2,593.9 2,462.8
Current liabilities1,777.0 1,738.0
Non-current liabilities190.7 157.1
Total liabilities1,967.7 1,895.1
Net assets (100%)626.2 567.7
Group's share of net assets313.1 283.9
Group's share of net assets and carrying value of investment in associate ($NZD)340.9 291.5
Revenues9 9. 0 77.5
Net surplus/(loss) after tax55.6 (102.1)
Total other comprehensive income - -
RetireAustralia's functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency. The NZD/AUD
exchange rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.9182 (Spot rate) and 0.9338 (Average
rate) (2020: Spot rate 0.9740, Average rate 0.9501).
RetireAustralia’s net current asset deficiency has primarily arisen due to the requirement under Accounting Standards to classify resident obligations as
current liabilities as RetireAustralia does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months
(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.
87
6.4 Longroad Energy
Longroad Energy Holdings, LLC ('Longroad Energy'), is a Boston, MA, headquartered renewable energy developer focused on the
development, ownership, and operation of utility-scale wind and solar energy projects throughout North America. Infratil holds a
40% shareholding in Longroad Energy, alongside investment partners the New Zealand Superannuation Fund (40%) and
Longroad Energy management (20%).
Movement in the carrying amount of the Group’s investment in Longroad Energy:
2021
$Millions
2020
$Millions
Carrying value at 1 April- 10.8
Capital contributions35.0 31.8
Shareholder loan - -
Total capital contributions during the year35.0 31.8
Share of associate’s surplus/(loss) before income tax4 7. 9 4.7
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year4 7. 9 4.7
Share of associate’s other comprehensive income1.5 (15.0)
less: Distributions received
(28.2)(29.0)
less: Capital returned(11.3)(4.4)
Foreign exchange movements - 1.1
Carrying value of investment in associate4 4.9 -
Summary financial information:
31 December
2020
US$Millions
31 December
2019
US$Millions
Summary information for is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets111.0 153.0
Non-current assets1,817.3 1,247.3
Total assets1,928.3 1,400.3
Current liabilities78.2 270.0
Non-current liabilities1,059.6 1,059.8
Total liabilities1,137.8 1,329.8
Net assets (100%)790.5 70.5
Adjustment for movements between 31 December and 31 March17.6 (57.4)
less: Non-controlling interests at 31 March(729.6)(29.2)
Net assets attributable to owners of Longroad Energy as at 31 March78.5 (16.1)
Group's share of net assets at 31 March31.4 (5.7)
Group's share of net assets at 31 March (NZ$)4 4.9 (9.6)
Adjust carrying value to nil at 31 March (NZ$) - 9. 6
Carrying value of investment in associate (NZ$)4 4.9 -
Revenues263.4 94.3
Net surplus/(loss) after tax8 9.9 6.8
Total other comprehensive income - (10.2)
Longroad's functional currency is United States Dollars (US$) and the summary financial information shown is presented in this currency. The NZD/USD
exchange rates used to convert the summary financial information to the Group's functional currency (NZ$) were 0.6989 (Spot rate) and 0.6711 (Average
rate) (2020: Spot rate 0.5997, Average rate 0.6474).
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. An adjustment to the carrying value of the investment in Longroad Energy was recorded
at 31 March 2020, as under NZ IAS 28 the carrying amount of the investment is not permitted to reduce below zero.
88
Letter of credit facility
Longroad has obtained an uncommitted secured letter of credit facility of up to US$200 million (31 March 2020: US$150 million) from
HSBC Bank. Letters of credit under the Facility are on issue 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$200 million 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 2021, US$121.4 million (Infratil share: US$60.7 million)
(31 March 2020: US$113.5 million) in Letters of Credit are on issue under the Longroad Letter of Credit facility.
7 Other investments
2021
$Millions
2020
$Millions
Australian Social Infrastructure Partners- 33.4
Clearvision Ventures73.6 30.1
Other7. 37. 9
Other investments80.971.4
Australian Social Infrastructure Partners
At 31 March 2021, Australian Social Infrastructure Partners ("ASIP") is treated as held for sale, refer to note 10.2.
Clearvision Ventures
In February 2016 Infratil made an initial commitment of US$25 million to the California based Clearvision Ventures. An additional
commitment of US$25 million was made in May 2020 bringing Infratil's total commitment to US$50 million. The strategic objective is to
help Infratil's businesses identify and engage with technology changes that will impact their activities. As at 31 March 2021 Infratil has
made total contributions of US$28.1 million (31 March 2020: US$21.0 million), with the remaining US$21.9 million commitment uncalled
at that date.
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.
2021
Holding
2020
HoldingPrincipal Activity
Subsidiaries
New Zealand
Infratil Finance Limited100.0%100.0%Finance
Infratil Infrastructure Property Limited100.0%100.0%Property
Tilt Renewables Limited65.5%65.6%Electricity generation
Trustpower Limited51.0%51.0%Electricity generation and utility retailer
Wellington International Airport Limited66.0%66.0%Airport
Australia
Qscan Group Holdings Newco Pty (Qscan Group)56.3%-Diagnostic imaging
Associates
New Zealand
ICN JV Investments Limited (Vodafone)4 9.9 %49.9%Telecommunications
Australia
CDC Group Holdings Pty Limited (CDC)48.08%48.22%Data Centres
RA (Holdings) 2014 Pty Limited (RetireAustralia)50.0%50.0%Retirement Living
United States
Longroad Energy Holdings, LLC
(31 December year end)40.0%40.0%Renewable Energy Development
Europe
Galileo Green Energy, LLC40.0%40.0%Renewable Energy Development
89
9 Acquisition of subsidiary
On 22 December 2020, Infratil acquired 56.25% of Qscan Group Holdings Pty Limited (subsequently renamed Qscan Intermediary 1 Pty
Limited) (‘Qscan Group’), a comprehensive diagnostic imaging practice located in Australia. Infratil invested in conjunction with the
Morrison & Co Growth Infrastructure Fund (‘MGIF’) (14.06%) and existing doctor and management shareholders (29.69%). Infratil has
determined that Qscan Group is a subsidiary based on its voting equity interest and has therefore consolidated Qscan Group from the
acquisition date.
The transaction was settled in cash through a combination of equity contributions and external debt funding, inclusive of transaction
costs relating to the acquisition. Infratil’s cash consideration transferred was A$289.6 million. The non-controlling interest is determined
by the cash consideration transferred of A$72.6 million from MGIF and A$152.9 million from doctor and management shareholders.
The nature of the holding structure under which Infratil and its investment partners acquired Qscan Group meant that Qscan
Intermediary 1 Pty Limited ultimately acquired 100% of the shares in Qscan Group. As a result, NZ IFRS 3
Business Combinations ('NZ IFRS
3') is required to be applied on acquisition. NZ IFRS 3 requires that the identifiable assets and liabilities acquired as part of the business
combination are measured at fair value at the date of acquisition, with any gain recognised through the profit and loss and any deficit
recognised as goodwill. Acquisition related costs are recognised in the consolidated statement of comprehensive income as incurred.
The fair value of intangible assets acquired (including hospital contracts and brands) has been measured on a provisional basis. The
valuation of the brands and hospital contracts will be conducted post finalisation of the 31 March 2021 financial statements and
therefore amounts in the financial statements will be reported as provisional. If new information obtained within one year of the date of
acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any
additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.
Goodwill has been provisionally recognised at fair value on the carrying value of the identifiable assets and liabilities acquired,
including intangible assets. The total consideration transferred, including completion cash adjustments, exceeded the fair values of the
net assets acquired and the incremental amount paid of $691.3 million has been recognised as goodwill. The initial recognition
exemption in NZ IAS 12 has been applied to goodwill and therefore, no deferred tax deduction has been recognised.
Consideration Transferred
The following table summarises the acquisition date fair value of each major class of consideration transferred.
22 December
2020
$Millions
Purchase consideration (100%)
Cash consideration paid550.3
Completion cash adjustment(28.5)
Total Consideration521.8
90
The following table summarises the recognised amounts of assets acquired, and liabilities assumed at the date of acquisition:
22 December 2020
Fair Value
(Provisional)
$Millions
Assets (100%)
Cash and cash equivalents12.7
Trade and other accounts receivable and prepayments13.2
Right of use assets74.6
Intangible assets19.3
Property, plant and equipment101.6
Deferred tax asset7. 7
Total assets at fair value229.1
Liabilities (100%)
Accounts payable, accruals and other liabilities35.6
Lease liabilities78.0
Interest bearing loans and borrowings271.7
Total liabilities at fair value385.3
Total identifiable assets at fair value (100%)(156.2)
Goodwill arising on acquisition (provisional)678.0
Foreign exchange movements during the period13.3
Goodwill at as at 31 March 2021691.3
Infratil cash consideration309.6
Non-controlling interest240.7
Completion cash adjustment(28.5)
Total cash consideration521.8
10 Discontinued operations and assets held for sale
Notes
2021
$Millions
2020
$Millions
Summary of results of discontinued operations
Tilt Renewables10.171.6 503.6
ANU Student Accommodation-66.6
NZ Bus-(69.2)
Perth Energy-(19.4)
Snapper Services-(2.6)
Net surplus from discontinued operations after tax71.6 479.0
10.1 Tilt Renewables
On 15 March 2021, Infratil confirmed its support for the acquisition of Tilt Renewables under a Scheme of Arrangement by a consortium
comprising Powering Australian Renewables (‘PowAR’) and Mercury NZ Limited (‘Mercury’). Under the Scheme Implementation
Agreement (‘SIA’), it is proposed that PowAR will acquire Tilt's Australian business, and Mercury will acquire Tilt's New Zealand business.
Under the original proposal, Tilt shareholders were to receive NZ$7.80 per share in cash on completion. Subsequent to balance date, Tilt
Renewables announced that it had amended the SIA to increase the scheme consideration to NZ$8.10 per share. As a result of that
increase, Infratil’s gross proceeds are expected to be approximately $2,000.2 million. As the carrying amount of the Group’s investment
in Tilt is expected to be recovered through a sale transaction, the investment in Tilt has been classified as held for sale and a
discontinued operation at 31 March 2021. The comparative consolidated statement of comprehensive income and respective notes
have been re-presented to show the discontinued operation separately from continuing operations. As at 31 March 2021 the expected
sales proceeds less costs to sell are higher than the carrying amount and as a result no adjustment has been made to the carrying
value of Infratil's investment.
2021
$Millions
2020
$Millions
Results of discontinued operation
Revenue137.4 179.2
Operating expenses57.3 55.5
Results from operating activities80.1 123.7
Depreciation(43.9)(76.3)
Net realisations, revaluations, impairments78.5 502.5
Net financing expense(12.0)(41.4)
Net surplus/(loss) before tax102.7 508.5
Taxation (expense)/credit(31.1)(4.9)
Net surplus/(loss) from discontinued operation after tax71.6 503.6
Basic and diluted earnings per share (cents per share)1 7. 9 78.5
Current assets2,207.81,482.4
Current liabilities906.7 561.7
Net assets of discontinued operation1,301.1920.7
The profit from the discontinued operation is 65.5% attributable to the owners of
the Company in line with Infratil's ownership percentage of Tilt Renewables.
Cash flows from/(used in) discontinued operation
Net cash from/(used in) operating activities34.8 595.6
Net cash from/(used in) investing activities(391.3)(316.6)
Net cash from/(used in) financing activities(34.9)(99.4)
Net cash flows for the year(391.4)179.6
91
92
2021
$Millions
Effect of reclassification of the disposal group on the financial position of the Group
Cash and cash equivalents(341.6)
Trade, accounts receivable and prepayments(25.7)
Right of use assets(143.1)
Property, plant and equipment(1,424.7)
Intangible assets & goodwill(33.7)
Income tax receivable -
Derivative financial instruments(233.6)
Accounts payable, accruals and other liabilities 20.4
Interest bearing loans and borrowings 532.8
Lease liabilities 144.6
Deferred tax 137.8
Derivative financial instruments 65.7
Net reclassification of (assets) and liabilities(1,301.1)
There was $129.4 million of cumulative income/(loss) recognised in other comprehensive income relating to Tilt Renewables at
31 March 2021 (31 March 2020: $31.3 million).
The effect of the reclassification of the discontinued operation on the financial position of the Group is to transfer the carrying value
of the individual assets and liabilities that relate to Tilt Renewables to assets and liabilities held for sale at 31 March 2021.
10.2 Australian Social Infrastructure Partners
As at 31 March 2021, Infratil owns 56.5% of Australian Social Infrastructure Partners ('ASIP'), which in turn holds a 9.95% share of the
equity in the New Royal Adelaide Hospital public-private partnership (‘PPP’). No further Capital Calls are forecast from ASIP.
As at 31 March 2021 the carrying amount of the Group's investment in ASIP is expected to be recovered through a sale transaction
and therefore it has been classified as held for sale.
11 Revenue
2021
$Millions
2020
$Millions
Electricity722.6 762.6
Gas29.8 2 9.9
Telecommunications105.2 98.1
Revenue allocated to customer incentives28.2 2 7. 9
Aircraft movement and terminal charges34.0 80.8
Transport, hotel and other trading activities20.9 39.1
Radiology practice services36.5 -
Radiology services28.6 -
Other53.2 63.7
Total operating revenue1,059.0 1,102.1
93
Revenue Recognition Policies
The nature and timing of the various performance obligations in the Group’s contracts with customers and property leases and when
revenue is recognised is outlined below:
Description of performance obligationsTiming and satisfaction of performance obligations
Electricity and Gas - Sales to customers
Revenue received or receivable from the sale of electricity and
gas to mass market, commercial and industrial customers by
Trustpower.
Where Trustpower provides a bundle of services (such as
electricity and telecommunications) to a customer and a discount
is provided for one of those services, the discount is allocated to
each distinct performance obligation based on the relative
standalone selling price of those services.
Revenue is recognised at the point in time of supply and
customer consumption. Customer consumption of electricity
and gas is measured and billed by calendar month for half
hourly metered customers and in line with meter reading
schedules for non-half hourly metered customers. Accordingly,
revenues from electricity and gas sales include an estimated
accrual for units sold but not billed at the end of the reporting
period for non-half hourly metered customers.
Telecommunications
This category comprises Trustpower’s revenue from the sale of
broadband, mobile and other telecommunications services.
Where Trustpower provides a bundle of services (such as
electricity and telecommunications) to a customer and a discount
is provided for one of those services, the discount is allocated to
each distinct performance obligation based on the relative
standalone selling price of those services.
Revenue is recognised at the point in time of supply and
customer consumption. Generally billed and paid on a monthly
billing cycle.
Revenue allocated to customer incentives
Trustpower offers new customers goods, including appliances and
modems, as an incentive to enter into a contract for electricity
and telecommunications services. These incentives are
considered performance obligations in their own right and a
proportion of the revenue expected to be received over the
contract period is allocated to these physical goods
proportionately to their standalone selling price.
Revenue allocated to customer incentives is recognised upon
delivery of the goods and a capitalised customer acquisition
cost asset is recorded in the statement of financial position. As
the customer is invoiced for electricity and telecommunications
services over the life of the contract, a portion of this invoiced
revenue is allocated to the capitalised customer acquisition
cost asset, thereby reducing this asset to zero over the course
of the contract term.
Aircraft movement and terminal charges
Aircraft movement and terminal charges consists of Wellington
International Airport's airfield income, passenger service charges
and terminal service charges.
Airfield income consists of landing charges and aircraft parking
charges.
Landing charges and aircraft parking charges are paid by the
airlines and recognised as revenue at the point in time the
airport facilities are used by the arriving or departing aircraft.
Passenger services charges and terminal service charges
relating to arriving, departing and transiting passengers are
paid by the airlines and recognised as revenue at the point in
time when the passenger travels or the airport facilities are
used.
Transport, hotel and other trading activities
Transport, hotel and other trading activities includes Wellington
International Airport's hotel and access to the airport’s car
parking facilities. This category also includes income from the
hotel and carpark owned by Infratil Infrastructure Property
Limited.
Revenue from car parking is recognised at the point in time
where the utilisation of car parking facilities has been
completed.
Revenue from the hotels is recognised at the point in time
the service is delivered.
94
Radiology practice services
Radiology practice services revenue is derived by Qscan Group
from services to medical practitioners. Revenue is recognised
net of amounts payable to doctors under Practice Management
Agreements.
Radiology practice services revenue is recognised at the
point in time when the services are delivered to the medical
practitioner.
Radiology services
Radiology services revenue is derived by Qscan Group from
providing radiology services to patients.
Radiology practice services revenue is recognised at the point
in time when the medical practitioner provides radiology and
other medical imaging services to a patient and a charge is
levied for this service.
Other revenue includes Wellington International Airport's retail concession fees and rental income. Retail concession fees are recognised
as revenue based upon passenger throughput or the turnover of the concessionaires and in accordance with the related agreements.
Rental income is recognised as revenue on a straight-line basis over the term of the leases on leases where the group is the lessor.
12 Other operating expenses
Note
2021
$Millions
2020
$Millions
Trading operations
Energy and wholesale costs189.7 207.1
Line, distribution and network costs242.7 280.7
Generation production & development costs21.8 2.3
Other energy business costs111.2 126.5
Telecommunications cost of sales6 7. 2 63.3
Radiology business costs29.3 -
Airport business costs21.4 2 7. 5
Other operating business costs0.7 -
Bad debts written off-3.6
Increase/(Decrease) in provision for doubtful debts 22.1 3.2 3.2
Directors’ fees25 2.2 2.5
Administration and other corporate costs7. 8 5.2
Management fee (to related party Morrison & Co Infrastructure Management)26 45.7 37.3
International Portfolio incentive fee (to related party Morrison & Co
Infrastructure Management)28 223.1 125.0
Donations1.3 0.9
Total other operating expenses967.3 885.1
95
Fees paid to auditors (including fees paid by associates)
2021
Fees paid to the
Group auditor
$000’s
2021
Audit fees paid
to other auditors
$000’s
2021
To ta l
$000’s
2020
Fees paid to the
Group auditor
$000’s
2020
Audit fees paid
to other auditors
$000’s
2020
To ta l
$000’s
Audit and review of financial statements431.0 1,062.2 1,493.2 299.3 565.8 865.1
Regulatory audit work33.6 - 33.6 32.0 - 32.0
Other assurance services - - - 114.5 - 114.5
Taxation services20.0 - 20.0 58.1 - 58.1
Other services260.9 - 260.9 122.1 - 122.1
745.51,062.2 1,807.7 626.0 565.8 1,191.8
Audit fees paid to the Group
auditor recognised through share of
associate earnings1,838.3 - 1,838.3330.01,101.5 1,431.5
Other fees paid to the Group
auditor recognised through share of
associate earnings632.0 - 632.0291.8-291.8
Total fees paid to the Group auditor3,215.8 1,062.2 4,278.0 1,247.8 1,667.3 2,915.1
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
and audit of compliance reports. Tax services relate to tax compliance work and tax advisory services provided to a subsidiary of the
group. Other services primarily relate to work undertaken for the operating model review at Trustpower.
13 Taxation
13.1 Tax Reconciliation
2021
$Millions
2020
$Millions
Net surplus before taxation from continuing operations(91.8)14.7
Taxation on the surplus for the year @ 28%
(25.7)4.1
Plus/(less) taxation adjustments:
Effect of tax rates in foreign jurisdictions(3.7)(0.6)
Net benefit of imputation credits - -
Timing differences not recognised - (3.1)
Tax losses not recognised/(utilised) - 6.2
Effect of equity accounted earnings of associates(33.0)(2.1)
Recognition of previously unrecognised deferred tax - (20.8)
(Over)/under provision in prior periods(6.9)(6.8)
Net investment realisations5.1 (0.5)
Other permanent differences60.0 33.1
Taxation expense(4.2)9.5
Current taxation 4.9 34.8
96
13.2 Income tax recognised in other comprehensive income
2021
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations90.0 (3.5)86.5
Realisations on disposal of subsidiary, reclassified to profit and loss - - -
Net change in fair value of available for sale financial assets46.1 - 46.1
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges218.5 (24.6)193.9
Fair value movements in relation to executive share scheme - - -
Net change in fair value of property, plant & equipment recognised in equity 260.9 (90.4)170.5
Share of associates' other comprehensive income8.0 - 8.0
Balance at the end of the year623.5 (118.5)505.0
2020
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations(17.8)0.3 (17.5)
Realisations on disposal of subsidiary, reclassified to profit and loss(22.5) - (22.5)
Net change in fair value of available for sale financial assets(0.5)(0.5)(1.0)
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges(75.0)21.0 (54.0)
Fair value movements in relation to executive share scheme5.1 (6.0)(0.9)
Net change in fair value of property, plant & equipment recognised in equity 63.3 (16.8)46.5
Share of associates' other comprehensive income(21.3) - (21.3)
Balance at the end of the year(68.7)(2.0)(70.7)
13.3 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.
2021
$Millions
2020
$Millions
Balance at the beginning of the year(314.6)(442.5)
Charge for the year9. 1 25.3
Charge relating to discontinued operations (17.5) (4.6)
Deferred tax recognised in equity(120.0)(1.4)
Acquired with Business Combination8.1 -
Disposal of subsidiaries - 102.0
Effect of movements in foreign exchange rates- (0.6)
Tax losses recognised27.9 7.2
Transfers to liabilities classified as held for sale 137.6 -
Balance at the end of the year(269.4)(314.6)
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.
97
13.4 Recognised deferred tax assets and liabilities
Assets
$Millions
Liabilities
$Millions
Net
$Millions
31 March 2021
Property, plant and equipment- (339.0)(339.0)
Investment properties - (4.1)(4.1)
Derivative financial instruments4.7 (17.7)(13.0)
Employee benefits7.8 -7.8
Customer base assets - (2.1)(2.1)
Provisions2.4 - 2.4
Tax losses carried forward80.0-80.0
Other items35.1 (36.5)(1.4)
To ta l130.0(399.4)(269.4)
31 March 2020
Property, plant and equipment- (372.5)(372.5)
Investment properties - (4.3)(4.3)
Derivative financial instruments46.7 - 46.7
Employee benefits5.4 - 5.4
Customer base assets - (2.4)(2.4)
Provisions1.3 - 1.3
Tax losses carried forward38.8 - 38.8
Other items(2.4)(25.2)(27.6)
To ta l89.8 (404.4)(314.6)
13.5 Changes in temporary differences affecting tax expense
Tax expenseOther comprehensive income
2021
$Millions
2020
$Millions
2021
$Millions
2020
$Millions
Property, plant and equipment0.1 19.9 (0.3)45.0
Investment properties0.2 10.6 - -
Derivative financial instruments(5.1)-(24.6)52.0
Employee benefits(1.1)(0.1) - (0.5)
Customer base assets0.4 0.4 - -
Provisions(0.1)0.5 - -
Tax losses carried forward16.5 (10.6) - -
Other items(1.8) 4.6 (3.5)3.6
9.1 25.3 (28.4)100.1
13.6 Imputation credits available to be used by Infratil Limited
2021
$Millions
2020
$Millions
Balance at the end of the year14.2 9.9
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 use14.2 9.9
98
14 Property, plant and equipment
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Leasehold
improvements
$Millions
Generation
plant
(renewable)
$Millions
To ta l
$Millions
2021
Cost or valuation
Balance at beginning of year581.9 569.7 136.0 564.4 - 2,324.0 4,176.0
Additions3.6 - 15.3 425.7 0.7 0.7 446.0
Additions on acquisition of subsidiary - - 65.5 - 36.3 - 101.8
Capitalised Interest and financing costs - - - - - - -
Disposals - - (0.6) - - (5.0)(5.6)
Impairment - 2.3 - - (0.1) - 2.2
Revaluation 76.8 1.1 0.1 - - 20.5 98.5
Transfers between categories22.0 16.8 2.0 (308.4)1.5 266.1 -
Transfers to assets classified as held for sale - - (15.3)(596.1) - (859.6)(1,471.0)
Transfers to intangible assets - - - - - - -
Transfers from/(to) investment properties - - - - - - -
Effect of movements in foreign exchange rates - - 2.4 26.1 0.7 2 7. 3 56.5
Balance at end of year684.3 589.9 205.4 111.7 39.1 1,774.0 3,404.4
Accumulated depreciation
Balance at beginning of year- 27.3 87.3 - - 103.2 217.8
Depreciation for the year8.3 15.0 19.7 - 0.5 57.2 100.7
Transfer from/(to) investment properties - - - - - - -
Revaluation - (2.1)(0.8) - - (106.2)(109.1)
Disposals - - (0.5) - - (0.4)(0.9)
Transfers to assets classified as held for sale - - (5.4) - - (40.9)(46.3)
Effect of movements in foreign exchange rates - - 0.7 - - 2.83.5
Balance at end of year8.3 40.2 101.0 - 0.5 15.7 165.7
Carrying value at 31 March 2021676.0 549.7 104.4 111.7 38.6 1,758.3 3,238.7
Capital work in progress additions in the year primarily relate to the construction costs associated with the Dundonnell Wind Farm
project in Australia and the Waipipi Wind Farm project in New Zealand.
Carrying value by Subsidiary
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Leasehold
improvements
$Millions
Generation
plant
(renewable)
$Millions
To ta l
$Millions
2021
Trustpower1 7. 0 10.0 15.2 38.6 -1,758.3 1,839.1
Wellington International Airport659.0 539.7 21.3 73.1 - - 1,293.1
Qscan Group - - 6 7. 9 - 38.6 - 106.5
Carrying value at 31 March 2021676.0 549.7 104.4 111.7 38.6 1,758.3 3,238.7
Tilt Renewables (included within assets held for sale) - - 9.9 596.1 - 818.7 1,424.7
99
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Metering
$Millions
Generation
plant
(renewable)
$Millions
To ta l
$Millions
2020
Trustpower17.0 10.2 18.0 21.1 -1,770.5 1,836.4
Tilt Renewables - - 9.8 454.1 - 450.7 915.4
Wellington International Airport564.9 532.2 20.1 89.2 - - 1,206.4
Carrying value at 31 March 2020581.9 542.4 48.7 564.4 - 2,220.8 3,958.2
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital
work in
progress
$Millions
Metering
$Millions
Generation
plant
(renewable)
$Millions
To ta l
$Millions
2020
Cost or valuation
Balance at beginning of year585.6 551.7 132.4 169.2 67.6 2,961.1 4,467.6
Additions0.4 - - 520.7 - - 521.1
Additions on acquisition of subsidiary - - - - - - -
Capitalised Interest and financing costs - - - - - - -
Disposals - - (14.4) - (69.5)(623.7)(707.6)
Impairment - (4.4) - (3.6) - (5.6)(13.6)
Revaluation (12.1)14.7 - - - (5.1)(2.5)
Transfers between categories24.4 12.6 18.3 (79.6)1.9 22.0 (0.4)
Transfers to assets classified as held for sale - - - - - - -
Transfer to right of use assets on transition to NZ IFRS 16 - - - - - (23.8)(23.8)
Transfers to intangible assets - - - (0.5) - - (0.5)
Transfers from/(to) investment properties(16.4)(4.9) - (32.4) - - (53.7)
Effect of movements in foreign exchange rates - - (0.3)(9.4) - (0.9)(10.6)
Balance at end of year
581.9 569.7 136.0 564.4 -2,324.0 4,176.0
Accumulated depreciation
Balance at beginning of year22.8 13.7 86.5 - 67.0 76.1 266.1
Depreciation for the year8.0 14.3 14.1 - 0.8 84.5 121.7
Transfer to investment properties - (0.7) - - - - (0.7)
Revaluation (30.8) - - - - (16.3)(47.1)
Disposals - - (13.2) - (67.8)(39.8)(120.8)
Transfers to assets classified as held for sale - - - - - - -
Transfer to right of use assets on transition to NZ IFRS 16 - - - - - (0.7)(0.7)
Effect of movements in foreign exchange rates - - (0.1) - - (0.6)(0.7)
Balance at end of year - 27.3 87.3 - - 103.2 217.8
Carrying value at 31 March 2020581.9 542.4 48.7 564.4 - 2,220.8 3,958.2
Carrying value by Subsidiary
Property, plant and equipment is recorded at cost less accumulated depreciation and impairment losses, or at fair value less
accumulated depreciation and impairment losses.
Fair value is determined by an independent valuer or by management with reference to independent experts, using recognised
valuation techniques. An independent valuer is engaged to provide a valuation if management does not have sufficient expertise to
perform the valuation. These valuations are undertaken on a systematic basis at least every five years. In years where a valuation is not
undertaken, a material change assessment of each asset class is performed to assess whether carrying amounts differ materially from
fair value. This assessment may be undertaken with assistance from independent experts and includes reference to projections of future
revenues, volumes, operational and capital expenditure profiles, capacity, terminal values, the application of discount rates and
replacement values (as relevant to each class of asset) as an indicator of a possible material change in fair value. Where a material
change in fair value is identified, the carrying value is adjusted to bring carrying value materially in line with fair value.
There were no independent external valuations of property, plant and equipment performed as at 31 March 2021.
As at 31 March 2021 a material change assessment was performed for each asset class held at fair value. A summary is provided below.
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 2020, to their estimated
market value as assessed by Deloitte Corporate Finance. Based on the Group’s assessment there was no material change identified in
the carrying value of Trustpower’s generation assets at 31 March 2021.
The valuation of Trustpower’s generation assets is sensitive to the inputs used in the discounted cash flow valuation model.
A sensitivity analysis of key inputs is given in the table below. The overall valuation has been determined to be between $1,569 million to
$2,001 million and, while the mid-point selected for revaluation purposes, any value within this range would be considered appropriate.
The sensitivities around weighted average cost of capital and avoided cost of transmission have been used to create this overall range.
The following table summarises the valuation approach and key assumptions used by the independent valuer to arrive at fair value at
the date of the last external valuation.
Generation RenewableLowHighValuation impact
New Zealand Assets
Forward electricity price pathDecreasing in real terms from
$100/MWh to $76/MWh by
2024. Thereafter held constant.
Decreasing in real terms from
$100/MWh to $86/MWh by
2024. Thereafter held constant.
-/+ $250.0m
Inflation1% p.a.3% p.a.-/+$147.0m
Generation volume1,668GWh p.a.2,205GWh p.a.-/+ $370.0m
Avoided cost of transmission70% reduction in revenue from
2025
30% reduction in revenue from
2025
- $62.0m /+ $18.0m
Operating costs$60.0m p.a.$73.0m p.a.-/+ $123.0m
Weighted average cost of capital6.50%7.50%- $196.0m /+ $160.0m
100
Tilt Renewables' generation property, plant and equipment
Tilt Renewables’ generation assets were independently revalued, using a discounted cash flow methodology, as at 31 March 2020, to
their estimated market value as assessed by Deloitte Corporate Finance. Based on the Group’s assessment there was no material
change identified in the carrying value of Tilt Renewables’ generation assets at 31 March 2021.
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 2025). None of these tests resulted in an impairment of the fair value
of generation, property, plant and equipment.
The following table summarises the valuation approach and key assumptions used by the independent valuer to arrive at fair value at
the date of the last external valuation.
Generation RenewableLowHighValuation impact
New Zealand Assets
Generation volume10% reduction in future
production
10% increase in future
production
-/+ $22.5m
Operating costs10% increase in future
operating expenditure
10% decrease in future
operating expenditure
-/+ $9.6m
Discount rate post tax 6.50% 7.50% - $5.4m/+ $6.6m
Australian Assets
Forward electricity price path
(including renewable energy credits)
10% reduction in future
electricity pricing
10% increase in future
electricity pricing
-/+ A$33.8m
Generation volume10% reduction in future
production
10% increase in future
production
-/+ A$29.4m
Operating costs10% increase in future
operating expenditure
10% decrease in future
operating expenditure
-/+ A$11.3m
Discount rate post tax6.13%7.13%- A$9.3m/+ A$9.9m
Wellington International Airport's property, plant and equipment
Land and civil works
The Group's assessment of WIAL’s land indicated a material change in value with reference to New Zealand and Wellington property
price indices. Using the last full independent valuation performed at 31 March 2018 as a base, further work was performed to estimate
fair value including assessing key inputs into WIAL’s Market Value for Existing Use (‘MVEU’) valuation. Savills (NZ) Limited assisted with this
process. An increase in the average rate per hectare from $1.86 million to $2.58 million was considered appropriate and based on
respective increases across residential, commercial and industrial property. A reduction in the developer’s WACC rate from 10.4% to
9.0% has been made primarily due to a reduction in the risk-free rate as published by the Commerce Commission. Based on this, a fair
value adjustment of $76.8 million (2020: $12.0 million) has been made to the carrying value of Land and recognised in the revaluation
reserve and other comprehensive income.
Based on the Group’s assessment there was no material change identified in the carrying value of Civil Works assets at 31 March 2021.
Buildings
The Buildings asset class is comprised of three main sub-components; (a) Specialised buildings, (b) Vehicle business assets and
(c) Hotel business assets.
(a) Specialised buildings
Based on the Group's assessment which includes reference to the capital goods price index and construction index and assisted by
Savills (NZ) Limited, there was no material change identified in the carrying value of these assets at 31 March 2021 (2020: $22.3 million
increase was recognised in revaluation reserve and other comprehensive income).
101
(b) Vehicle business assets
Based on the Group's assessment which includes reference to passenger forecasts and discounted cash flow modelling assisted by
Savills (NZ) Limited, there was no material change in the carrying value of these assets at 31 March 2021 (2020: $7.7 million reduction
was recognised in revaluation reserve and other comprehensive income).
(c) Hotel business assets
Based on the Group's material change assessment which includes reference to passenger forecasts and discounted cash flow
modelling, a fair value adjustment of $5.5 million has been recognised, of which $4.4 million is recognised in profit and loss (reversing
a previous impairment recognised) and $1.1 million recognised in other comprehensive income (2020: $4.4 million reduction was
recognised in profit and loss).
The following tables summarise the valuation approach and key assumptions used by the independent valuers to arrive at fair value
at the date of the last external valuation.
Asset classification and description
Valuation
approachKey valuation assumptions
+/- 5%
Valuation impact
Land
Aeronautical land - used for airport activities and
specialised aeronautical assets.
Market Value
for Existing
Use ('MVEU')
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.
Developer’s WACC rate10.4%
+/- $7.4m
Holding period6 years
+/- $11.1m
Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited.
The valuation was then subject to a peer review before being adopted by WIAL.
Civil
Civil works include sea protection and site
services, excluding such site services to the extent
that they would otherwise create duplication of
value.
Optimised
Depreciated
Replacement
Cost ('ODRC')
Average cost rates per
sqm for concrete,
asphalt, base course
and foundations
Concrete $887
Asphalt $989
Basecourse $127
Foundations $20
+/- $9.5m
Estimated remaining
useful life
Average remaining
useful life 30 years
+/- $9.5m
Last external valuation undertaken as at 31 March 2020 by independent valuers, WSP Opus International Consultants Limited.
The valuation was then subject to a peer review before being adopted by WIAL.
Buildings
Specialised buildings used for identified airport
activities.
Optimised
Depreciated
Replacement
Cost ('ODRC')
Average 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).
Discounted
Cash flows
('DCF') and
Capitalisation
Rate
Revenue growth
Cost growth
Discount rate
Capitalisation rate
3.00%
3.00%
12.00%
9.00%
+/- $1.6m
+/- $0.4m
+/- $6.6m
+/- $9.0m
Last external valuation undertaken as at 31 March 2018 by independent valuers, Savills (NZ) Limited.
The valuation was then subject to a peer review before being adopted by WIAL.
Hotel business assetsDiscounted
Cash flows
('DCF') and
Capitalisation
Rate
Capitalisation rate6.50%
+/- $1.4m
Discount rate8.25%
+/- $0.7m
Last external valuation undertaken as at 31 March 2020 by independent valuers, Jones Lang LaSalle.
The valuation was then subject to a peer review before being adopted by WIAL.
102
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.
2021
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
To ta l
$Millions
Generation plant (renewable)- 20.5 20.5
Land and civil works - 76.8 76.8
Buildings4.4 1.1 5.5
4.4 98.4 102.8
2020
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
To ta l
$Millions
Generation plant (renewable)(5.6)11.2 5.6
Land and civil works - 18.7 18.7
Buildings(4.4)14.7 10.3
(10.0)44.6 34.6
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 2021 (2020: 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:
2021
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Generation plant (renewable)1,022.1 33.9 (289.1)766.9
Land and civil works309.9 25.2 (59.9)275.2
Buildings555.9 24.2 (169.7)410.4
1,887.9 83.3 (518.7)1,452.5
2020
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Generation plant (renewable)678.9 - (107.4)571.5
Land and civil works285.5 24.4 (55.2)254.7
Buildings409.3 12.5 (101.4)320.4
1,373.7 36.9 (264.0)1,146.6
103
15 Investment properties
2021
Owned
property
$Millions
Right of use
assets
$Millions
To ta l
$Millions
Balance at beginning of year184.5 82.2 266.7
Additions16.1 - 16.1
Disposals(34.8) - (34.8)
Investment properties revaluation net increase/(decrease)12.2(0.1)12.1
Balance at end of year178.082.1 260.1
2020
Owned
property
$Millions
Right of use
assets
$Millions
To ta l
$Millions
Balance at beginning of year86.5 - 86.5
Adoption of NZ IFRS 16 - 80.5 80.5
Additions25.2 1.7 26.9
Transfers from/(to) property, plant and equipment53.0 - 53.0
Investment properties revaluation net increase/(decrease)19.8 - 19.8
Balance at end of year184.5 82.2 266.7
Where a lease pertains to property held to earn rental income, the right of use asset is included within Investment properties and is
measured at fair value. Rental income from investment properties of $13.4 million was recognised in profit or loss during the year
(2020: $10.8 million). Direct operating expenses arising from investment properties of $1.7 million were also recognised in profit or loss
during the year (2020: $1.4 million).
Wellington International Airport's investment property was valued at 31 March 2021 by Jones Lang LaSalle, registered valuers, at
$86.1 million (2020: $81.2 million).
Infratil Infrastructure Property Limited's ('IIPL') investment property was valued at 31 March 2021 by Jones Lang LaSalle, registered
valuers, at $91.9 million (2020: $49.5 million). There were no capital works in progress included in investment properties at
31 March 2021 (2020: $53.8 million). During the period, the Kilbirnie bus depot was sold for $34.8 million net of transaction costs.
104
2020
Land and
Buildings
$Millions
Generation
Assets
$Millions
Plant and
equipment
$Millions
To ta l
$Millions
Cost
Balance at beginning of year- - - -
Adoption of NZ IFRS 1654.6 22.5 2.0 79.1
Additions - 94.0 10.2 104.2
Disposals(8.8) - - (8.8)
Effect of movements in exchange rates(0.2)(2.7) - (2.9)
Balance at end of year45.6 113.8 12.2 171.6
Accumulated depreciation-
Balance at beginning of year- - - -
Depreciation for the year4.3 1.3 4.8 10.4
Effect of movements in exchange rates - - - -
Balance at end of year4.3 1.3 4.8 10.4
Carrying value at 31 March 202041.3 112.5 7.4 161.2
16 Leases
16.1 Right of use assets
Right of use assets related to leased assets that do not meet the definition of investment properties are summarised below. Land and
buildings right of use assets include land held under ground leases and rental of office space. Tilt Renewables' generation right of use
assets, comprising leases of transmission lines at the Salt Creek and Dundonnell Wind Farms have been transferred to assets held for
sale as at 31 March 2021.
2021
Land and
Buildings
$Millions
Generation
Assets
$Millions
Plant and
equipment
$Millions
To ta l
$Millions
Cost
Balance at beginning of year45.6 113.8 12.2 171.6
Additions20.1 5.2 6.0 31.3
Additions on acquisition of subsidiary74.8 - - 74.8
Effect of movements in exchange rates2.7 7. 0 - 9. 7
Transfers to assets held for sale(25.7)(126.0) - (151.7)
Balance at end of year117.5 - 18.2 135.7
Accumulated depreciation
Balance at beginning of year4.3 1.3 4.8 10.4
Depreciation for the year7.3 4.2 6.4 17.9
Effect of movements in exchange rates0.2 0.2 - 0.4
Transfers to assets held for sale(2.8)(5.7) - (8.5)
Balance at end of year9. 0 - 11.2 20.2
Carrying value at 31 March 2021108.5 - 7. 0 115.5
105
16.2 Lease liabilities
2021
$Millions
2020
$Millions
Maturity analysis - contractual undiscounted cash flows
Between 0 to 1 year
26.5 24.4
Between 1 to 2 years
48.7 31.7
Between 2 to 5 years
4 9.9 58.9
More than 5 years2 6 9. 7 514.6
Total undiscounted lease liabilities394.8 629.6
2021
$Millions
2020
$Millions
Lease liabilities included in the statement of financial position
Split as follows:
Current
20.3 21.8
Non-current182.3 225.1
202.6 246.9
2021
$Millions
2020
$Millions
Amounts recognised in the consolidated statement of comprehensive income
Interest on lease liabilities
15.8 10.8
Variable lease payments not included in the measurement of lease liabilities
- 2.4
Expenses relating to short-term leases - 0.7
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets0.4 0.3
The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2020 was 4.54% (2020: 4.93%). Total cash outflow
for leases for the year ended 31 March 2021 was $30.8 million (2020: $17.1 million).
16.3 Leases as a lessor
The Group has receivables from operating leases relating to the lease of premises. The following table sets out a maturity analysis of
lease payments, showing the undiscounted lease payments to be received after the reporting date.
2021
$Millions
2020
$Millions
Operating lease receivables as lessor
Between 0 to 1 year
17.7 30.6
Between 1 to 2 years
13.6 25.8
Between 2 to 5 years
29.3 40.8
More than 5 years55.1 60.0
Total undiscounted lease payments115.7 157.2
106
17 Goodwill
2021
$Millions
2020
$Millions
Balance at beginning of the year
113.1 117.4
Goodwill arising on acquisitions691.3 -
Goodwill disposed of during the year - (4.3)
Goodwill impaired during the year - -
Transfers to disposal group assets classified as held for sale(33.7) -
Balance at the end of the year770.7 113.1
The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:
Trustpower79.4 79.4
Tilt Renewables - 33.7
Qscan Group691.3 -
770.7 113.1
The acquisition of Qscan Group was completed on 22 December 2020, increasing the carrying value of goodwill to $770.7 million
(31 March 2020: $113.1 million). Further detail on the acquisition is outlined at Note 9.
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. In determining whether there are any indicators of impairment the fair value of the Company's investments in
Trustpower and Tilt Renewables are assessed with reference to the market share price quoted on the NZX at each reporting date. The
determination of any indicators of impairment in the fair value of Qscan Group's goodwill has been assessed at 31 March 2021 by
evaluating the conditions and events specific to the Group that may be indicative of impairment triggers. This being the first period of
operations and having acquired the business on 22 December 2020, recoverable amounts have been assessed by comparing the
actual earnings since acquisition with the forecasted earnings used to determine the fair value of the business at acquisition. The
acquired business is performing in line with these forecasts.
As at 31 March 2021 there were no indicators of impairment (31 March 2020: there were no indicators of impairment).
107
18 Loans and borrowings
This note provides information about the contractual terms of the Group's interest bearing loans and borrowings.
2021
$Millions
2020
$Millions
Current liabilities
Unsecured bank loans95.1 118.0
Secured bank loans- 19.8
less: Loan establishment costs capitalised and amortised over term(1.0)(3.1)
94.1 134.7
Non-current liabilities
Unsecured bank loans650.2 460.7
Secured bank loans278.2 384.0
less: Loan establishment costs capitalised and amortised over term(12.2)(9.7)
916.2 835.0
Facilities utilised at reporting date
Unsecured bank loans745.3 578.7
Unsecured guarantees - -
Secured bank loans278.2 403.8
Secured guarantees3.0 162.2
Facilities not utilised at reporting date
Unsecured bank loans554.8 514.5
Unsecured guarantees - -
Secured bank loans86.2303.6
Secured guarantees - 57.6
Facilities utilised at reporting date
Interest bearing loans and borrowings - current94.1 134.7
Interest bearing loans and borrowings - non-current916.2 835.0
Total interest bearing loans and borrowings1,010.3 9 6 9. 7
2021
$Millions
2020
$Millions
Maturity profile for bank facilities (excluding secured guarantees):
Between 0 to 1 year175.1 220.0
Between 1 to 2 years596.9 248.9
Between 2 to 5 years892.5 1,118.4
Over 5 years - 213.3
Total bank facilities1,664.5 1,800.6
108
Financing arrangements
Infratil Finance Limited, a wholly owned subsidiary of the Company, has entered into bank facility arrangements with a negative pledge
agreement, which, with limited exceptions does not permit the Infratil Guaranteeing Group (‘IGG’) to grant any security over its assets.
The IGG comprises entities subject to a cross guarantee and comprises Infratil Limited, Infratil Finance Limited and certain other wholly
owned subsidiaries. The IGG does not incorporate the underlying assets of the Company’s non-wholly owned subsidiaries and
associates. The IGG bank facilities also include restrictions over the sale or disposal of certain assets without bank agreement. Liability
under the cross guarantee is limited to the amount of debt drawn under the IGG facilities, plus any unpaid interest and costs of
recovery. At 31 March 2021 drawn debt and accrued interest under the IGG facilities was $217.3 million (31 March 2020: $355.3 million)
and undrawn IGG facilities totalled $353.0 million (2020: $268.0 million).
Infratil Energy New Zealand Limited (‘IENZ’), a wholly owned subsidiary of the Company, is not a member of the IGG and has
granted a security interest over assets with a carrying amount of $342.3 million (31 March 2020: $310.2 million) as part of its bank
facility arrangements. IENZ has total facilities of $125.0 million, of which $125.0 million was drawn as at 31 March 2021
(31 March 2020: $125.0 million).
The Group’s non-wholly owned subsidiaries also enter into bank facility arrangements. Amounts outstanding under these facilities are
included within loans and borrowings in the table above. Wellington International Airport and Trustpower facilities are both subject to
negative pledge arrangements, which with limited exceptions does not permit those entities to grant security over their respective
assets. Tilt Renewables borrows under syndicated bank debt facilities (both general and project specific) and has granted security over
its assets. Qscan Group borrows under syndicated bank debt facilities and has granted security over its assets. All non-wholly owned
subsidiary facilities are subject to restrictions over the sale or disposal of certain assets without bank agreement. The various bank
facilities across the Group require the relevant borrowing group to maintain certain levels of shareholder funds and operate within
defined performance and gearing ratios. Throughout the period the Group has complied with all debt covenant requirements as
imposed by the respective lenders (refer to note 21 for information in respect of waivers of certain financial covenants obtained by
Wellington International Airport Limited).
Interest rates payable on bank loan facilities are floating rate determined by reference to prevailing money market rates at the time of
drawdown plus a margin. Interest rates paid during the year ranged from 0.57% to 4.32% (31 March 2020: 1.45% to 4.10%).
109
19 Infrastructure bonds
2021
$Millions
2020
$Millions
Balance at the beginning of the year1,293.2 1,127.6
Issued during the year84.7 316.4
Exchanged during the year - (29.3)
Matured during the year - (119.7)
Bond issue costs capitalised during the year(1.0)(4.2)
Bond issue costs amortised during the year2.0 2.4
Balance at the end of the year1,378.9 1,293.2
Current93.8 -
Non-current fixed coupon 931.4 939.7
Non-current variable coupon 121.8 121.6
Non-current perpetual variable coupon231.9 231.9
Balance at the end of the year1,378.9 1,293.2
Repayment terms and interest rates:
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
IFT260 maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 100.0
IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4
IFT300 maturing in March 2026, 3.35% p.a. fixed coupon rate120.3 37.0
IFT280 maturing in December 2026, 3.35% p.a. fixed coupon rate156.3 156.3
IFT270 maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146.2 146.2
IFTHC maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December 2021123.2 123.2
IFTHA Perpetual Infratil infrastructure bonds231.9 231.9
less: issue costs capitalised and amortised over term(9.5)(10.6)
add: issue premium capitalised and amortised over term1.3-
Balance at the end of the year1,378.9 1,293.2
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.
IFTHC bonds
The IFTHC bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the
period to 15 December 2021 the coupon is fixed at 2.75% p.a (for the period to 15 December 2020 the coupon was 3.50%). Thereafter
the rate will be reset annually at 2.50% p.a over the then one year swap rate for quarterly payments.
IFT270 bonds
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 for 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% p.a.
110
Perpetual Infratil infrastructure bonds ('PIIBs')
The Company has 231,916,000 (31 March 2020: 231,916,000) PIIBs on issue at a face value of $1.00 per bond. Interest is payable
quarterly on the bonds. On 15 November 2020 the coupon was set at 1.71% p.a until the next reset date, being 15 November 2021
(2020: 2.67%). Thereafter the rate will be reset annually at 1.50% p.a 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 (2020: nil) were repurchased by Infratil Limited during the year.
Throughout the year the Company complied with all debt covenant requirements as imposed by its bond supervisor.
At 31 March 2021 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,336.5 million (31 March 2020: $1,161.5 million).
20 Trustpower bonds
Unsecured senior bonds
2021
$Millions
2020
$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
TPW180 maturing in July 2026, 3.35% p.a. fixed coupon rate125.0 125.0
TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate until 22 February 2024100.0 100.0
less: Bond issue costs capitalised and amortised over term
(2.7)(3.5)
Balance at the end of the year433.0 432.2
Current83.0 -
Non-current350.0 432.2
Balance at the end of the year433.0 432.2
Trustpower's unsecured 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 for these bonds
requires Trustpower to maintain certain levels of shareholders' funds and 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 its
bond supervisor.
At 31 March 2021 Trustpower's unsecured senior bonds had a fair value of $455.9 million (31 March 2020: $443.0 million).
111
21 Wellington International Airport bonds and USPP notes
2021
$Millions
2020
$Millions
Repayment terms and interest rates:
WIA0620 Wholesale bonds maturing June 2020, 5.27% p.a. fixed coupon rate- 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 rate70.0 70.0
WIA060 Retail bonds maturing April 2030, 4.00% p.a. fixed coupon rate until 1 April 2025101.9 103.0
WIA070 Retail bonds maturing August 2026, 2.50% p.a. fixed coupon rate 100.0 -
USPP Notes - Series A (US$36 million)54.2 68.1
USPP Notes - Series B (US$36 million)54.2 68.1
less: Issue costs capitalised and amortised over term(4.6)(3.3)
Balance at the end of the year585.7 540.9
Current75.0 25.0
Non-current510.7 515.9
Balance at the end of the year585.7 540.9
The Trust Deed for the retail bonds requires Wellington International Airport ('WIAL') to operate within defined performance and debt
gearing ratios. The arrangements under the Trust Deed creates restrictions over the sale or disposal of certain assets. Throughout the
year WIAL complied with all debt covenant requirements as imposed by the retail bond supervisor.
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 2021 WIAL's bonds had a fair value of $481.9 million (2020: $415.7 million), and WIAL's USPP Notes had a fair value
of $108.4 million (2020: $122.3 million).
The USPP notes are measured at amortised cost, translated to New Zealand dollars using the spot rate at balance date.
Financial Covenants and Other Restrictions
The impacts of covid have resulted in a significant reduction in WIAL's actual and forecast passenger numbers and income.
In response, during the year ended 31 March 2021 WIAL secured a temporary waiver of certain at-risk covenants with its banking group
and USPP lender until the first compliance date, which is no later than 31 March 2022. In addition, WIAL increased its bank facilities from
$100 million to $170 million and extended its bank facility maturity dates.
22 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.
22.1 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.
112
2021
$Millions
2020
$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 ratings- -
Financial institutions with 'AA-' credit ratings106.5 485.9
Financial institutions with 'A+' credit ratings - -
Financial institutions with 'A' credit ratings25.2 242.7
Unrated financial institutions2.1 1.7
Total cash deposits with financial institutions133.8 730.3
Cash on hand - -
Total Cash and cash equivalents133.8 730.3
Cash and cash equivalents at 31 March 2021 excludes $341.6 million of cash balances held by Tilt Renewables included within assets
held for sale. At 31 March 2021 $0.2 million of cash deposits are "restricted" and not immediately available for use by the Group
(31 March 2020: $0.1 million). Credit ratings are from S&P Global Ratings 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
2021
$Millions
2020
$Millions
The ageing analysis of trade receivables is as follows:
Not past due100.3 90.4
Past due 0-30 days2.3 9.4
Past due 31-90 days1.9 2.1
Greater than 90 days4.9 4.0
To ta l109.4 105.9
The ageing analysis of impaired trade receivables is as follows:
Not past due(0.3)(1.2)
Past due 0-30 days(0.4)(1.1)
Past due 31-90 days(0.8)(1.0)
Greater than 90 days(4.0)(3.0)
To ta l(5.5)(6.3)
2021
$Millions
2020
$Millions
Movement in the provision for expected credit loss for the year was as follows:
Balance as at 1st April6.3 3.1
Acquired through acquisition of subsidiary0.5 -
Expected credit loss recognised (charged to operating expenses)3.2 3.2
Bad debts recovered - -
Utilised(4.5) -
Transfers to assets classified as held for sale - -
Balance as at 31 March5.5 6.3
Other prepayments and receivables225.093.9
Total Trade, accounts receivable and prepayments328.9193.5
113
22.2 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 2021
Accounts payable, accruals and
other liabilities501.2 487.5296.7 - 116.3 74.5 -
Lease liabilities202.6 394.8 13.2 13.3 48.7 49.9 269.7
Unsecured & secured bank facilities1,010.3 1,057.7 108.7 38.6 521.3 389.1 -
Infratil Infrastructure bonds1,147.0 1,362.1 119.2 24.4 235.7 521.6 461.2
Perpetual Infratil Infrastructure bonds231.9 266.5 2.0 2.0 4.0 11.9 246.6
Wellington International Airport
bonds585.7 688.1 87.0 9.6 19.2 248.5 323.8
Trustpower bonds433.0 501.1 9.0 90.9 141.3 259.9 -
Derivative financial instruments156.1 160.180.4 23.4 43.7 9.3 3.3
4,267.84,917.9 716.2 202.2 1,130.2 1,564.7 1,304.6
31 March 2020
Accounts payable, accruals and
other liabilities313.8 315.5 312.8 0.1 0.2 0.8 1.6
Lease liabilities246.9 629.6 12.5 11.9 31.7 58.9 514.6
Unsecured & secured bank facilities9 6 9. 7 1,325.5 122.3 48.0 309.0 693.3 152.9
Infratil Infrastructure bonds1,061.3 1,324.4 25.7 25.7 141.7 567.9 563.4
Perpetual Infratil Infrastructure bonds231.9 292.1 3.1 3.1 6.2 18.6 261.1
Wellington International Airport
bonds540.9 652.1 36.7 11.0 94.7 181.1 328.6
Trustpower bonds432.2 518.9 9.0 9.0 99.8 156.0 245.1
Derivative financial instruments129.3 151.2 15.6 13.2 22.6 50.1 49.7
3,926.0 5,209.3 537.7 122.0 705.9 1,726.7 2,117.0
114
2021
$Millions
2020
$Millions
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps - notional value1,210.5 1,333.0
Fair value of interest rate swaps (18.9)(102.5)
Cross currency interest rate swaps - notional value99.8 99.8
Fair value of cross-currency interest rate swaps 7.1 35.5
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year129.5 242.8
Between 1 to 2 years - 144.3
Between 2 to 5 years448.0 398.0
Over 5 years633.0 547.9
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 99.8
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.
2021
$Millions
2020
$Millions
Profit or loss
100 bp increase6.3 2.8
100 bp decrease(7.6)(9.4)
Other comprehensive income
100 bp increase7.0 49.9
100 bp decrease(1.2)(53.6)
Assumptions used in the interest rate sensitivity analysis include:
Reasonably possible movements in interest rates were determined based on a review of historical movements. A movement of 100 basis
points higher/lower is considered appropriate to demonstrate the sensitivity of the Group to movements in interest rates. The sensitivity
was calculated by taking interest rate instruments including loans and borrowings, bonds, interest rate swaps and cross currency interest
rate swaps at balance date and adjusting the interest rate upwards and downwards to quantify the resulting impact to profit or loss and
other comprehensive income.
22.3 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.
22.3.1 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 repricing profile and hedging.
115
22.3.2 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 may enter 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.
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.
20212020
USD
$Millions
AUD
$Millions
USD
$Millions
AUD
$Millions
Profit or loss
Strengthened by 10 per cent- (11.1)- (11.6)
Weakened by 10 per cent- 11.1 - 11.6
Other comprehensive income
Strengthened by 10 per cent(5.8)(130.8)(1.1)(99.5)
Weakened by 10 per cent5.8 133.3 1.1 103.6
Assumptions used in the foreign currency exposure sensitivity analysis include:
Reasonably possible movements in foreign exchange rates were determined based on a review of historical movements. A movement of
plus or minus 10% has 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:
2021
$Millions
2020
$Millions
Cash, short-term deposits and trade receivables
United States Dollars (USD)1.4 -
Australian Dollars (AUD)0.23.0
22.3.3 Energy price risk
Energy Price Risk is the risk that financial performance will be impacted by fluctuations in spot energy prices. The Group meets its energy sales
demand by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations in
the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk from
price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and settled. Any
resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract. The Group has
elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow hedges.
Disclosures at 31 March 2021 exclude amounts relating to Tilt Renewables within assets held for sale.
20212020
At balance date the aggregate notional volume of outstanding energy derivatives were:
Electricity (GWh)2,401.05,006.6
Fair value of energy derivatives ($millions)23.9 20.5
As at 31 March 2021, 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 2021 will be continuously released to the income
statement in each period in which the underlying purchase transactions are recognised in the profit or loss.
116
2021
$Millions
2020
$Millions
The termination dates for the energy derivatives are as follows:
Between 0 to 1 year107.4 101.5
Between 1 to 2 years56.9 54.6
Between 2 to 5 years74.2 88.1
Over 5 years - 17.1
238.5 261.3
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:
2021
$Millions
2020
$Millions
Profit and loss
10% increase in energy forward prices(7.3)(2.2)
10% decrease in energy forward prices7.52.2
Other comprehensive income
10% increase in energy forward prices(12.3)(57.7)
10% decrease in energy forward prices14.2
57.7
Assumptions used in the energy forward price sensitivity analysis include:
Reasonably possible movements in energy forward prices were determined based on a review of historical movements. A movement of
10% higher/lower is considered appropriate to demonstrate sensitivity to movements in forward energy prices. The sensitivity was
calculated by taking balances that incorporate expectations of forward electricity prices at balance date and adjusting the forward
electricity price upwards and downwards to quantify the resulting impact to profit or loss and other comprehensive income.
22.4 Fair values
With the exception of bond debt and senior notes measured at amortised cost, financial assets and financial liabilities are measured at
fair value, and have a fair value at 31 March 2021 of $2,382.7 million (31 March 2020: $2,142.5 million) compared to an amortised cost
value of $2,397.6 million (31 March 2020: $2,266.3 million).
The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:
2021
$Millions
2020
$Millions
Assets
Derivative financial instruments – energy
145.6 35.7
Derivative financial instruments – cross currency interest rate swaps
7. 1 35.5
Derivative financial instruments – foreign exchange
0.2 1.7
Derivative financial instruments – interest rate15.3 11.6
168.2 84.5
Split as follows:
Current
76.2 18.9
Non-current 92.0 65.5
168.2 84.4
Liabilities
Derivative financial instruments – energy
121.7 15.2
Derivative financial instruments – cross currency interest rate swaps
- -
Derivative financial instruments – foreign exchange
0.2 -
Derivative financial instruments – interest rate34.2 114.1
156.1 129.3
Split as follows:
Current
89.2 8.0
Non-current
66.9 121.3
156.1 129.3
117
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 3.8%
(31 March 2020: 3.1% to 4.1%)
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 2021
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
To ta l
$Millions
Assets per the statement of financial position
Derivative financial instruments - energy- - 145.6 145.6
Derivative financial instruments - cross currency interest rate swaps - 7. 1 - 7. 1
Derivative financial instruments - foreign exchange - 0.2 - 0.2
Derivative financial instruments - interest rate - 15.3 - 15.3
To ta l - 22.6 145.6 168.2
Liabilities per the statement of financial position
Derivative financial instruments - energy - - 121.7 121.7
Derivative financial instruments - cross currency interest rate swaps - - - -
Derivative financial instruments - foreign exchange - 0.2 - 0.2
Derivative financial instruments - interest rate - 34.2 - 34.2
To ta l - 34.4 121.7 156.1
118
31 March 2020
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
To ta l
$Millions
Assets per the statement of financial position
Derivative financial instruments - energy- 3.1 32.6 35.7
Derivative financial instruments - cross currency interest rate swaps - 35.5 - 35.5
Derivative financial instruments - foreign exchange - 1.7 - 1.7
Derivative financial instruments - interest rate - 11.6 - 11.6
To ta l - 51.9 32.6 84.5
Liabilities per the statement of financial position
Derivative financial instruments - energy - 0.3 14.9 15.2
Derivative financial instruments - cross currency interest rate swaps - - - -
Derivative financial instruments - foreign exchange - - - -
Derivative financial instruments - interest rate - 114.1 - 114.1
To ta l - 114.4 14.9 129.3
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 2021 (31 March 2020: 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.
2021
$Millions
2020
$Millions
Assets per the statement of financial position
Opening balance32.6 170.6
Foreign exchange movement on opening balance4.1 0.8
Acquired as part of business combination - -
Gains and (losses) recognised in profit or loss341.9 (106.0)
Gains and (losses) recognised in other comprehensive income - (32.8)
Transfer to assets held for sale(233.0)-
Closing balance145.6 32.6
Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year131.5 (33.1)
Liabilities per the statement of financial position
Opening balance14.9 2 7. 1
Foreign exchange movement on opening balance1.0 (0.2)
Acquired as part of business combination - -
(Gains) and losses recognised in profit or loss134.7 (11.2)
(Gains) and losses recognised in other comprehensive income - (0.8)
Transfers to liabilities held for sale(28.9) -
Closing balance121.7 14.9
Total gains/(losses) for the year included in profit or loss for liabilities held at the end of the reporting year92.2 3.6
Settlements during the year(18.8)18.6
119
22.5 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 reports to the Audit and Risk Committee and the Board on the relevant
risks and the controls and treatments for those risks.
22.6 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 did not buy back any shares (2020: 887,617
shares). 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. During the year there have been no breaches in the compliance ratios (2020: nil).
The Group seeks to ensure that no more than 20% 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 A (2020: A) 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 unsustainably high, the profile may be shortened, and
when rates are low the profile may be lengthened.
23 Capital commitments
2021
$Millions
2020
$Millions
Committed but not contracted for
- 5.8
Contracted but not provided for
51.3 500.4
Capital commitments
51.3 506.2
There were no individually material capital commitments as at 31 March 2021. See Note 7 for Infratil's commitments to ASIP and
Clearvision Ventures.
24 Reconciliation of net surplus with cash flow from operating activities
2021
$Millions
2020
$Millions
Net surplus/(loss) for the year(16.0)484.2
(Add)/Less items classified as investing activity:
(Gain)/Loss on investment realisations and impairments(46.5)(489.3)
Add items not involving cash flows:
Movement in financial derivatives taken to the profit or loss4.1 (6.2)
Decrease in deferred tax liability excluding transfers to reserves6.1 (16.2)
Changes in fair value of investment properties(12.0)5.0
Equity accounted earnings of associate net of distributions received(109.0)(12.1)
Depreciation114.0 146.0
Movement in provision for bad debts - 6.0
Amortisation of intangibles13.2 11.3
Other31.0 19.0
Movements in working capital:
Change in receivables(64.5)24.7
Change in inventories - 1.2
Change in trade payables(1.3)51.2
Change in accruals and other liabilities208.4(108.9)
Change in current and deferred taxation(36.1)(15.9)
Net cash flow from operating activities91.4100.0
120
25 Key management personnel disclosures
Key management personnel have been defined as the Chief Executives and direct reports for the Group's operating subsidiaries
(including executive Directors).
2021
$Millions
2020
$Millions
Key management personnel remuneration comprised:
Short-term employee benefits 12.0 12.4
Post employment benefits - -
Termination benefits 0.7 -
Other long-term benefits 1.8 0.2
Share based payments(1.1)1.8
13.4 14.4
Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $2.2 million (2020: $2.5 million).
26 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 was a director of Infratil until 31 March 2021 and is a director and Chief Executive Officer of MCO. Mr Boyes
assumed the role of Infratil Chief Executive Officer from 1 April 2021. Entities associated with Mr Bogoievski and Mr Boyes also have a
beneficial interest in MCO.
Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:
Note
2021
$Millions
2020
$Millions
Management fees2745.7 37.3
International Portfolio Incentive fee28223.1 125.0
Transaction costs relating to acquisition of subsidiary9.8 -
Directors fees1.8 2.0
Financial management, accounting, treasury, compliance and administrative services 1.6 1.3
Risk management reporting - -
Investment banking services - 1.2
Total management and other fees282.0 166.8
During the year, third party transaction costs of $9.8 million were paid by HRL Morrison & Co (Australia) Pty Limited and subsequently
oncharged to Qscan Group.
The above table includes $0.4 million paid by discontinued operations in the year ended 31 March 2021 (2020: $0.4 million).
At 31 March 2021 amounts owing to MCIM of $4.5 million (excluding GST) are included in trade creditors (2020: $3.0 million).
121
Morrison & Co., or Employees of Morrison & Co. received directors fees from the Company, subsidiaries or associates as follows:
2021
$000’s
2020
$000’s
CDC Group Holdings Pty Ltd160.6 157.9
Cullinan Holding Trust (ANU Student Accommodation) - 7.2
Infratil Limited - 112.0
Infratil Infrastructure Property Limited45.0 45.0
Galileo Green Energy, LLC365.4 -
Longroad Energy Holdings, LLC111.8 183.6
New Zealand Bus Limited - 73.1
Perth Energy Pty Limited - 88.4
Qscan Group Holdings Newco Pty - -
RA (Holdings) 2014 Pty Limited169.0 243.5
Snapper Services Limited - 12.7
Tilt Renewables Limited409.1447.3
Trustpower Limited247.5276.3
Vodafone New Zealand Limited - -
Wellington International Airport Limited276.8 381.9
1,785.22,028.9
27 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% p.a on New Zealand
Company value up to $50 million, 1.0% p.a on the New Zealand Company Value between $50 million and $150 million, and 0.80% p.a 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% p.a on:
• the cost price of any non-Australasian investments; and,
• the book value of the debt in any wholly owned non-Australasian investments.
28 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% p.a in three separate areas:
• Initial Incentive Fees;
• Annual Incentive Fees; and,
• Realised Incentive Fees.
To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International
Investments to determine whether any Incentive Fees are payable.
International Portfolio Initial Incentive Fee
International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have
been held continuously by the Company. All International 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 those assets
against a benchmark of 12% p.a. after tax, compounding.
There were no International Investments eligible for the International Portfolio Initial Incentive Fee as at 31 March 2021.
(31 March 2020: None).
122
International Portfolio Annual Incentive Fee
Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance of
those assets against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.
The Company’s investments in CDC Data Centres, Longroad Energy, RetireAustralia, Tilt Renewables and ASIP are eligible for the
International Portfolio Annual Incentive fee assessment as at 31 March 2021 (31 March 2020: ASIP, RetireAustralia, CDC Data Centres,
Longroad Energy and Tilt Renewables).
Based on independent valuations obtained as at 31 March 2021, an Annual Incentive Fee of $223.1 million is payable to MCIM
(31 March 2020: $125.0 million).
International Portfolio Realised Incentive Fee
Realised Incentive Fees are payable on the realised gains from the sale or other realisation of International Investments at 20% of the
outperformance (since the last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent
31 March valuation, or cost. No Realised Incentive Fees were payable as at 31 March 2020 or 31 March 2021.
2021
$000’s
2020
$000’s
ASIP
1.6(0.8)
CDC Data Centres
140.2 105.5
Longroad Energy
(8.0)6.1
RetireAustralia
3.2 (18.0)
Tilt Renewables86.132.2
223.1125.0
All Incentive fees accrued in 2021 relate to the Annual Incentive Fee assessment. (2020: All incentive fees relate to the Annual incentive
fee assessment.)
Payment of Annual Incentive Fees
Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and
third instalments only being earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including
distributions, if any) exceeds the greater of fair value or cost as at the 31 March for which the Incentive Fee was first calculated.
29 Contingent liabilities
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.
Shareholder support for Wellington International Airport
On 20 May 2020 Infratil and Wellington City Council entered into a shareholder support agreement with Wellington International Airport
to enable the airport to access to up to $75.0 million of additional funding by way of non-participating redeemable preference shares,
if required. Infratil's contribution to this funding is proportional to its 66% ownership interest.
Shareholder support for RetireAustralia
On 12 May 2020 Infratil and consortium partner the New Zealand Superannuation Fund entered into a shareholder support agreement
with RetireAustralia to enable RetireAustralia to access to up to A$20.0 million of additional equity funding, if required. Infratil's
contribution to this funding is proportional to its 50% ownership interest.
30 Events after balance date
Dividend
On 18 May 2021, the Directors approved a partially imputed final dividend of 11.5 cents per share to holders of fully paid ordinary
shares to be paid on 22 June 2021.
Acquisition of Pacific Radiology Group
On 29 April 2021 Infratil announced that it had executed a conditional agreement to acquire between 50.1% and 60% of Pacific
Radiology Group Limited ('Pacific Radiology'), a comprehensive Diagnostic Imaging business in New Zealand, from existing Doctor
shareholders. Infratil confirmed on 13 May 2021 that the acquisition is now unconditional and that completion of the acquisition is
expected to occur on 31 May 2021, for total consideration of approximately $312 million to $344 million.
The initial accounting for the acquisition of Pacific Radiology is incomplete at the date these financial statements were authorised for
issue. Pacific Radiology will be a subsidiary of Infratil and consolidated into the Group financial statements from the date of acquisition
as Infratil’s ownership interest will be between 53.5% and 58.5%, with voting governance rights consistent with its interest. Business
combination accounting for the acquisition will be applied based on the assets and liabilities of Pacific Radiology at the completion
date and is expected to give rise to goodwill.
123
© 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of Infratil Limited
Report on the audit of 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 70 to 123:
— present fairly in all material respects the Group’s
financial position as at 31 March 2021 and its
financial performance and cash flows for the year
ended on that date; and
— comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 31 March 2021;
— 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘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 other consultancy 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 operates.
124
2
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 $40 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 0.5% 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 14 of the financial statements, the group has property, plant and equipment of $3,239
million (2020: $3,958 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 with a
material change assessment carried out in the intervening years.
Renewable generation assets ($1,758 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.
A full revaluation of both hydro generation assets was
carried out as at 31 March 2020 with a material change
assessment carried out in the current year.
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 and our
independent estimate of the price path;
− Comparing forecast generation volumes and
operating costs assumed in the independent
valuation against actual realised volumes and
operating costs incurred;
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3
The key audit matter How the matter was addressed in our audit
The assumptions included in the valuations that have the
largest impact on fair value are:
− Forward electricity price path forecasts;
− Future generation volumes;
− The impact of future changes to the voided Cost of
Transmission pricing regime in New Zealand;
− Discount rates applied to the estimated future cash
flows to determine a present-day value; and
− Forecast costs of operating the generation schemes.
− Assessing the appropriateness of forecast
Avoided Cost of Transmission revenue included
within the valuation, considering the
assumptions applied by management and latest
Electricity Authority announcements; and
− Using valuation specialists to assess the
appropriateness of the discount rate applied to
the estimated future cash flows by comparing
this to rates used by other market participants.
Land and civil works ($676 million) and Buildings ($550
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.
In 2021, Management have considered, and sought, input
from the independent valuers as to any changes to the key
assumptions used in the valuation methodologies and
whether these changes indicate a material change in the
value of the property, plant and equipment held at fair
value.
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 the 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;
− The estimated future passenger numbers and
resulting cash flows; and
− Discount rates applied to the estimated future cash
flows from the vehicle and accommodation assets.
Our procedures to assess the land and civil works
and buildings valuations included utilising valuation
specialists to assess the changes in key
judgemental assumptions which have the largest
impact on the valuation. This included:
− Comparing the valuation methodologies used
by the valuer for the group, to the valuation
methodologies used by other airports within
New Zealand;.
− Assessing the changes to the weighted average
cost of capital and discount rates against
observable market data;
− Assessing the changes in the cost of buildings
and civil assets;
− Assessing the changes in the value of
underlying land prices with reference to
observable market transactions and relevant
indices; and
− Assessing the future cash flows against
budgets, forecast passenger numbers and
historical financial performance.
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4
The key audit matter How the matter was addressed in our audit
Carrying value of investment in associates
The carrying value of the group’s investment in associates
as at 31 March 2021 was $2,127 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.
Our procedures performed to assess the c
arrying
value of associates included, amongst others:
− Recalculating the share of profit from equity
accounted investments using investee financial
information;
− Testing a sample of 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 summary financial
information, and disclosures relating to strategy, corporate governance, Infratil’s businesses and statutory
information (on pages 1 to 69 and page 129 to 144). 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.
127
5
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 Brent Manning. For and on
behalf of
KPMG
Wellington
18 May 2021
128
Corporate
Governance
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 Board’s role and responsibilities are set out in the Board
Charter. 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.
Further information on the Board’s role is set out in the Corporate
Governance Statement and 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.
• 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.
• Manager Engagement Committee
The Board has established the Manager Engagement
Committee to monitor Morrison & Co’s performance and
compliance with the Management Agreement.
Further information on the Audit and Risk Committee, Nomination
and Remuneration Committee and Manager Engagement
Committee is set out in the Corporate Governance Statement.
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 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 a director of RetireAustralia and Chair of Ngai Tahu
Holdings Corporation and Te Atiawa Iwi Holdings. Mr Tume’s
professional experience has been in banking and funds
management.
Jason Boyes (BCA, LLB (Hons))
Non-Independent Director
Jason Boyes is Chief Executive of Infratil and joined the Board on
1 April 2021. He is Chair of Longroad Energy and Galileo Green
Energy. He joined Morrison & Co in 2011 after a 15 year legal
career in corporate finance and M&A in New Zealand and London.
He led Infratil’s strategic review of its stake in Tilt Renewables,
led the successful IPO of Z Energy in 2013, and has been
instrumental in numerous Infratil investments since, including the
acquisition of Vodafone NZ and subsequent capital raise in 2019,
and the establishment of Longroad Energy in 2016 and Galileo
Green Energy in 2020. Mr Boyes has an interest in Morrison & Co,
which has the Management Agreement with Infratil.
Alison Gerry (BMS(Hons), MAppFin)
Independent Director
Alison Gerry joined the Board in 2014 and is Chair of the Audit
and Risk Committee. She is a director of Wellington International
Airport, ANZ Bank New Zealand, Vero Insurance New Zealand
and Chair of Sharesies. Ms Gerry is also a former Deputy Chair of
Kiwibank and a former director of Spark, TVNZ, NZX, Queenstown
Airport and Pioneer Energy. She has more than 20 years of
executive experience working for both corporates and financial
institutions in Australia, Asia and London in trading, finance
and risk roles. Ms Gerry was also a Visiting Fellow at Macquarie
University for 12 years teaching on the Masters of Applied Finance
programme in Australia and Asia.
Paul Gough (BCom(Hons))
Independent Director
Paul Gough joined the 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
and is a member of INFINZ.
Kirsty Mactaggart (BAcc, CA)
Independent Director
Kirsty Mactaggart joined the 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. Ms Mactaggart
is originally from Scotland but is now a New Zealand resident.
129
Catherine Savage (BCA, FCA)
Independent Director
Catherine Savage joined the Board in 2019. She is a highly
experienced investor and director with substantial governance
experience in the investment management sector. Ms Savage
has previously served as Chair of the Guardians of New Zealand
Superannuation, 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. Ms Savage 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 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. Mr Springford 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.
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, K Mactaggart, C Savage and P Springford) are
independent Directors.
• The Chief Executive (J Boyes), 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 all Directors to
stand for re-election at the 3
rd
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 2021 are set out below:
Full
agenda
board
meetings
Limited
agenda
board
meetings
Audit
and risk
committee
Nomination
and
remuneration
committee
3
Manager
engagement
committee
M Tume10/1015/154/51/19/9
M Bogoievski
1
10/10 15/15---
A Gerry10/1015/155/51/19/9
P Gough10/1015/15-1/19/9
K Mactaggart10/1015/155/5-9/9
C Savage
10/1015/155/5-9/9
P
Springford10/1015/155/5-9/9
1
Retired on 31 March 2021
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, further
information on which is set out in the Corporate Governance
Statement.
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 offer 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 26 to the Financial Statements on
page 121 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
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
130
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). Given the importance
of this responsibility in the context of Infratil’s business, the Board
has established the Manager Engagement Committee as a
dedicated Board committee charged with this responsibility.
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 describes Infratil’s approach to
diversity and inclusion and how diversity and inclusion is promoted
and embedded within Infratil, portfolio businesses and Morrison &
Co as manager of Infratil. The policy applies to the Board and
also sets out the diversity principles which Infratil expects portfolio
businesses and Morrison & Co as manager of Infratil to adopt for
their own businesses.
Further information on the Diversity Policy is set out in the
Corporate Governance Statement.
The following table provides a quantitative breakdown as at
31 March 2021 as to the gender composition of the Board,
Infratil’s Officers, and senior executives and employees in portfolio
businesses and Morrison & Co:
2021 PositionNumberProportion
FemaleMaleFemaleMale
Board3443%57%
Officers
1
1233%67%
Morrison & Co578041%59%
Senior
Executives
2
166520%80%
Organisation
3
2,4802,35651%49%
2020 PositionNumberProportion
FemaleMaleFemaleMale
Board3443%57%
Officers
1
1233%67%
Morrison & Co568240%60%
Senior
Executives
2
165722%78%
Organisation
3
1,6102,15041%59%
1
Officers comprise the Chief Executive, Chief Financial Officer and
Company Secretary
2
Senior Executives are defined as a CEO or CEO direct report, or a position
that effectively carries executive responsibilities, in portfolio businesses
3
Organisation includes all portfolio businesses
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.
131
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 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.
Shareholder meetings are generally held in a location and at a
time which is intended to maximise participation by shareholders.
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 portfolio businesses
and auditors are present to assist in and provide answers to
questions raised by shareholders. There is also generally 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.
Further information on Infratil’s shareholder and other stakeholder
communications is set out in the Corporate Governance
Statement.
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 2021, this was $1,329,375 per
annum, which was approved by Shareholder at the 2019 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 Boyes is not paid fees in his capacity as a Director, and
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 years
ended 31 March 2021 and 31 March 2022 is set out overleaf:
132
Annual fee structure
Financial
year 2021
(NZD)
Financial
year 2022
(NZD)
Base Fees:
Chairman of the Board256,800273,800
Director121,750131,500
Overseas Director (P Gough)152,188164,212
CEO (M Bogoievski/J Boyes)NilNil
Board Committee Fees:
Audit and Risk Committee
Chair38,50040,000
Member19,70020,600
Nomination and
Remuneration Committee
ChairNilNil
MemberNilNil
Manager Engagement
Committee
Chair (ex officio Chairman of
the Board)NilNil
Member7,5007,500
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 2021 (and 31 March 2020) 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 2021 and 31 March 2020 paid by the
Company was as follows (these amounts exclude GST, where
appropriate):
Director
Financial
year 2021
(NZD)
Financial
year 2020
(NZD)
M Tume (Chairman)256,800239,800
M Bogoievski-112,000
A Gerry 167,750156,500
P Gough159,688147,500
K Mactaggart148,950128,798
C Savage
1
148,95089,019
P Springford129,250129,002
To ta l1,011,3881,049,846
1
Ms Savage was appointed on 1 August 2019
Directors’ Remuneration paid by Infratil Subsidiaries
Directors’ remuneration (in their capacity as such) in respect of
the year ended 31 March 2021 and 31 March 2020 paid by
subsidiaries was as follows (these amounts exclude GST where
appropriate):
Director
Financial
year 2021
(NZD)
Financial
year 2020
(NZD)
A Gerry (Wellington International
Airport Limited) 80,371104,754
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.
Employee Remuneration
During the year ended 31 March 2021, the following number of
employees (and former employees) of Infratil and its subsidiaries
received remuneration and other benefits in their capacity as
employees of at least $100,000. These disclosures are provided in
accordance with sections 211(1)(g) and 211(2) of the Companies
Act 1993 and, accordingly:
• These disclosures provide information in respect of employees
(and former employees) of the portfolio businesses which are
subsidiaries of Infratil. These business are Infratil Infrastructure
Property, Qscan, Tilt Renewables, Trustpower and Wellington
International Airport.
• These disclosures do not provide information in respect of
employees (or former employees) of the portfolio businesses
which are not subsidiaries of Infratil. These businesses are
CDC Data Centres, Galileo Green Energy, Longroad Energy,
RetireAustralia and Vodafone New Zealand.
• These disclosures do not provide information in respect of
employees (or former employees) of Morrison & Co (who include
most of the management team listed on pages 10 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.
133
Remuneration rangeNumber of employees
$100,000 to $110,00045
$110,001 to $120,000 87
$120,001 to $130,000 92
$130,001 to $140,000 66
$140,001 to $150,000 61
$150,001 to $160,000 14
$160,001 to $170,00023
$170,001 to $180,000 18
$180,001 to $190,000 17
$190,001 to $200,000 12
$200,001 to $210,000 15
$210,001 to $220,000 10
$220,001 to $230,000 8
$230,001 to $240,000 8
$240,001 to $250,000 2
$250,001 to $260,000 5
$260,001 to $270,000 3
$270,001 to $280,000 5
$290,001 to $300,000 1
$320,001 to $330,000 1
$330,001 to $340,000 1
$350,001 to $360,000 1
$360,001 to $370,000 1
$400,001 to $410,000 1
$430,001 to $440,000 1
$440,001 to $450,000 1
$450,001 to $460,000 1
$470,001 to $480,000 1
$480,001 to $490,000 1
$490,001 to $500,000 3
$500,001 to $510,000 1
$520,001 to $530,000 2
$530,001 to $540,000 1
$550,001 to $560,000 1
$560,001 to $570,000 1
$580,001 to $590,000 1
$590,001 to $600,000 2
$630,001 to $640,000 1
$650,001 to $660,000 1
$670,001 to $680,000 1
$700,001 to $710,000 1
$720,001 to $730,000 3
$730,001 to $740,000 2
$750,001 to $760,000 2
$870,001 to $880,000 1
$880,001 to $890,000 1
$920,001 to $930,000 3
$930,001 to $940,000 1
$950,001 to $960,0001
$1,370,001 to $1,380,0001
Disclosures
Directors Holding Office
Infratil’s Directors as at 31 March 2021 were:
• Mark Tume (Chairman)
• Marko Bogoievski
• Alison Gerry
• Paul Gough
• Kirsty Mactaggart
• Catherine Savage
• Peter Springford
Marko Bogoievski retired as a Director on 31 March 2021,
and Jason Boyes was appointed as a Director on 1 April 2021.
Entries in the Interests Register
Statement of Directors’ Interests
As at 31 March 2021, 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 Tume49,1327,389
M Bogoievski2,021,245
A Gerry34,048
P Gough197,533
K Mactaggart64,870
C Savage3,509
P Springford44,406
Trustpower (TPW) ordinary shares
M Bogoievski26,318
K Mactaggart8,300
IFT210 Bonds
P Springford40,000
WIA030 Bonds
P Springford30,000
As at 31 March 2021, Directors and senior executives (directors
or employees of Morrison & Co) held, in aggregate, 4.0% of the
Infratil ordinary shares.
134
Dealing in Securities
The following table shows transactions by Directors recorded in
respect of those securities during the period from 1 April 2020 to
31 March 2021:
Director
No of securities
bought/(sold)
Cost/(proceeds)
(NZD)
Infratil Limited (IFT)
ordinary shares
Marko Bogoievski – beneficial
Allotted pursuant to Institutional
Placement - 15/06/2020175,264834,256.64
Allotted pursuant to Share
Purchase Plan - 02/07/202010,75249,996.80
Paul Gough – beneficial
Allotted pursuant to Institutional
Placement - 15/06/202017,22081,967.20
Peter Springford - beneficial
Allotted pursuant to Share
Purchase Plan - 02/07/20203,51616,349.40
On market acquisition – 18/03/218,30060,829.87
On market acquisition - 22/03/211,70012,136.30
Mark Tume - beneficial
Allotted pursuant to Share
Purchase Plan - 02/07/2020 4,51620,999.40
Alison Gerry - beneficial
Allotted pursuant to Share
Purchase Plan - 02/07/2020 2,78612,954.90
On market acquisition – 18/03/216,78149,942.00
Kirsty Mactaggart - beneficial
Allotted pursuant to Share
Purchase Plan - 02/07/20204,58221,306.30
On market acquisitions –
23/03/21-25/03/2120,030138,004.27
C Savage - beneficial
On market acquisitions –
19/03/21-30/03/213,50927,927.00
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 2021:
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 various Infratil wholly owned companies
Director of RetireAustralia Pty Limited
Director of Blink Pay Global Group 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
Director and shareholder of Tend Health Limited
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 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
Director of Sharesies AU Group Limited
Director of Sharesies Group Limited
Director of Sharesies Limited
Director of Sharesies Nominee Limited
Director of ANZ Bank New Zealand Limited
135
P Gough
Partner of STAR Capital Partners
Director of various STAR Capital Group entities
Director of Star Asset Finance Limited
Director of Eversholt Investments GP Limited
Director of Gough Capital Limited
Director of OPM Investments Limited
Director of Tipu Capital Limited
Director of Tipu Capital (NZ) 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
Director of STAR III Limited
Director of Safair Holdings (Pty) Ltd
Director of Safair Lease Finance (Pty) Ltd
Director of SAFOPS Investment Holdings (Pty) Ltd
Director of STAR Throne Midco Limited
Director of STAR Throne Bidco DAC
Director of ASL Aviation Holdings DAC
Director of STAR III Executive Co-Investment Nominee Limited
Director of STAR Strategic Assets III-A Nominee Limited
Director of STAR Strategic Assets III Nominee Limited
Director of STAR Fusion Topco Limited
Director of STAR Fusion Midco Limited
Director of STAR Fusion Bidco Limited
K Mactaggart
Director and shareholder of The Farm at Lake Hayes Ltd
Member of Board of Guardians of New Zealand Superannuation
(from 1 April 2021)
C M Savage
Director of CMS Capital Limited
Director of Comrad Holdings Limited
Director of Comrad Medical Systems Limited
Chair of Guardians of New Zealand Superannuation
(until 31 March 2021)
Director of Hyklene Limited
Director of Industrial Distributors Limited
Director of Radsoft Holdings Limited
Director of SAFCO Food Service Limited
Director of SAFCO Limited
Director and shareholder of Savage Capital Holdings Limited
Director of Savage Capital Limited
Director and shareholder of Savage Group Limited
Director and shareholder of Savage Nominees Limited
Director of The Griffin Savage Coy. Limited
P M Springford
Director and Shareholder of Springford and Newick Limited
Director and Shareholder of New Zealand Wood Products Limited
Director of Loncel Technologies 2014 Limited
(ceased 31 March 2021)
Director and Shareholder of NZ Frost Fans Limited
(ceased 31 March 2021)
Director and Shareholder of Aussie Frost Fans 2012 Limited
(ceased 31 March 2021)
Director and Shareholder of Omahu Ventures Limited
Director and Shareholder of Cerbere Investments Limited
Director of Zespri Group Limited
Director & shareholder of Charlie Farley Forestry Ltd
Director & shareholder of Medicann Investments Ltd
M Tume, M Bogoievski and P Gough
Aotea Energy Limited effected 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.
All Directors
Infratil has arranged Directors’ and Officers’ liability insurance
covering any past, present or future director, officer, 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.
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 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 those persons, in each case subject to the
limitations set out in the Companies Act 1993.
136
Directors of Infratil Subsidiary Companies
Subsidiary CompanyDirector Of Subsidiary
Alpenglow Australia Pty LtdC Munday
Aotea Energy Holdings Limited M Bogoievski and P Harford
Aotea Energy Holdings No 2 Limited M Bogoievski and P Harford
Aotea Energy Investments Limited M Bogoievski and P Harford
Aotea Energy Limited M Bogoievski and P Harford
Berera Radiology Holdings Pty LtdC Munday
Blayney and Crookwell Wind Farm Pty LtdD Campbell and G Swier
Cleveland X-Ray Services Pty LtdC Munday
Dundonnell Wind Farm Pty LtdD Campbell and G Swier
Dysart 1 Pty LtdD Campbell and G Swier
Fiery Creek Wind Farm Holdings Pty Ltd D Campbell and G Swier
Fiery Creek Wind Farm Pty LtdD Campbell and G Swier
Hopsta LimitedD Prentice
HR Clinic Asset Pty LtdC Munday
HR Clinic Services Pty LtdC Munday
Ilesilver Pty LtdC Munday
Infratil 1998 LimitedM Bogoievski and M Tume
Infratil 2016 LimitedM Bogoievski and M Tume
Infratil 2018 LimitedM Bogoievski and M Tume
Infratil 2019 LimitedM Bogoievski and M Tume
Infratil Australia LimitedM Bogoievski and M Tume
Infratil Energy LimitedM Bogoievski and P Harford
Infratil Energy New Zealand LimitedM Bogoievski and P Harford
Infratil Europe LimitedM Bogoievski and M Tume
Infratil Finance LimitedM Bogoievski and M Tume
Infratil Gas LimitedM Bogoievski and P Harford
Infratil HC LimitedM Bogoievski and M Tume
Infratil Infrastructure Property LimitedK Baker and P Coman
Infratil Investments LimitedM Bogoievski and M Tume
Infratil No. 1 LimitedM Bogoievski and P Harford
Infratil No. 5 LimitedM Bogoievski and M Tume
Infratil Outdoor Media Limited M Bogoievski
Infratil PPP Limited M Bogoievski and P Harford
Infratil Renewables LimitedM Bogoievski and M Tume
Infratil RV LimitedM Bogoievski and P Harford
Infratil Securities LimitedM Bogoievski and P Harford
Infratil Trustee Company LimitedM Bogoievski and M Tume
Infratil UK LimitedM Bogoievski and P Harford
Infratil US Renewables, IncM Bogoievski and V Vallabh
Infratil Ventures 2 LimitedM Bogoievski and M Tume
Infratil Ventures LimitedM Bogoievski and P Harford
King Country Energy Holdings LtdD Prentice
137
Subsidiary CompanyDirector Of Subsidiary
King Country Energy LtdP Calderwood, R Carter and K Palmer
Liverpool Range Wind Farm Holdings Pty Ltd
(formerly Church Lane Wind Farm Pty Ltd)D Campbell and G Swier
Liverpool Range Wind Farm Pty LtdD Campbell and G Swier
Meitaki LtdM Harrington, S Sanderson and A Willis
Morwell Energy Hub Pty LtdD Campbell and G Swier
Nebo 1 Pty LtdD Campbell and G Swier
New Lynn Central LimitedP Coman, A Lamb and A Young
North Coast Radiology Holdings Pty LtdC Munday
North West Auckland Airport LimitedM Bogoievski and T Brown
NZ Airports LimitedM Bogoievski and M Tume
Premier Medical Imaging Pty LtdC Munday
Proximal Pty LtdC Munday
Qscan Cleveland CT JV Pty LtdC Munday
Qscan Dental JV Pty LtdM Hansen and H Rice
Qscan Everton Park CT JV Pty LtdC Munday
Qscan Everton Park Pty LtdC Munday
Qscan Group Bidco Pty LtdP Newfield and M Brook
Qscan Group Holdings Newco Pty Ltd
P Newfield, M Brook, J Livingston, M Hansen, H Rice, I Cappe, R Singh, R Jyoti, G Shepherd,
W Lee and A McCarthy
Qscan Group Midco Pty LtdP Newfield and M Brook
Qscan Group Pty LtdC Munday
Qscan Intermediary 1 Pty Ltd (formerly
Qscan Group Holdings Pty Ltd)C Munday
Qscan Intermediary 2 Pty Ltd (formerly
Qscan Mezzco Pty Ltd)C Munday
Qscan Intermediary 3 Pty Ltd (formerly
Qscan Finance Pty Ltd)C Munday
Qscan Intermediary 4 Pty Ltd (formerly
Qscan Bidco Pty Ltd)C Munday
Qscan NZ LimitedM Brook
Qscan Pty LtdC Munday
Qscan Services Pty LtdC Munday
Queensland Cardiovascular Imaging Pty LtdM Hansen and H Rice
Renew Nominees LimitedM Bogoievski and P Harford
Rye Park Holdings Pty LtdD Campbell and G Swier
Rye Park Renewable Energy Pty LtdD Campbell and G Swier
Salt Creek Wind Farm Pty LtdD Campbell and G Swier
Snowtown North Holdings Pty LtdD Campbell and G Swier
Snowtown North Solar Pty LtdD Campbell and G Swier
Snowtown Wind Farm Pty LtdD Campbell and G Swier
South East Radiology Pty LtdC Munday and M Swain
Swift Transport LimitedM Bogoievski and M Tume
Tararua Wind Power LimitedB Harker, F Oliver and A Urlwin
Tilt Renewables Australia Pty LtdD Campbell and G Swier
138
Subsidiary CompanyDirector Of Subsidiary
Tilt Renewables Financing PartnershipD Campbell and G Swier
Tilt Renewables Insurance LtdB Harker, F Oliver and A Urlwin
Tilt Renewables Investments Pty LtdD Campbell and G Swier
Tilt Renewables LimitedB Harker, V Hawksworth, P Newfield, F Oliver, G Swier, A Urlwin, V Vallabh
Tilt Renewables Market Services Pty LtdD Campbell and G Swier
Tilt Renewables Retail Pty LtdD Campbell and G Swier
Trustpower Insurance LimitedK Turner and D Prentice
Trustpower Limited
K Baker, P Coman, D Gibson, I Knowles (ceased 24 July 2020), S Peterson, D Prentice, P
Ridley-Smith, G Swier (ceased 5 November 2020) and K Turner
Trustpower Metering LimitedD Prentice
UMIC Newco Pty LtdC Munday
UMIC Pty LtdC Munday
Waddi Wind Farm Pty LtdD Campbell and G Swier
Waverley Wind Farm (NZ) Holding LimitedB Harker and F Oliver
Waverley Wind Farm LimitedB Harker and F Oliver
Wellington Airport Noise Treatment LimitedM Harrington and S Sanderson
Wellington International Airport Limited
J Boyes (ceased 22 June 2020), T Brown, W Eagleson, A Foster, A Gerry, P Harford and P
Walker
Whare Manaakitanga LimitedM Clarke, M Harrington and S Sanderson
X Radiology Australia Pty LtdC Munday
Directors’ fees paid by Infratil Subsidiary Companies
(not otherwise disclosed in the Annual Report)
Subsidiary CompanyDirector of SubsidiaryCurrency
Financial
Year 2021
Tilt Renewables LimitedBruce HarkerAUD 190,000
Vincent HawksworthAUD111,000
Paul NewfieldAUD 102,000
Fiona OliverAUD 124,667
Geoffrey SwierAUD 112,000
Anne UrlwinAUD 116,000
Vimal VallabhAUD 90,000
Trustpower LimitedKevin BakerNZD85,500
Peter ComanNZD35,625
David GibsonNZD56,688
Ian KnowlesNZD48,771
Susan PetersonNZD102,166
David PrenticeNZD-
Paul Ridley-SmithNZD162,000
Geoffrey Swier (ceased 05 November 2020)NZD67,600
Keith TurnerNZD90,000
139
Subsidiary CompanyDirector Of SubsidiaryCurrency
Financial
Year 2021
Wellington International Airport LimitedJason Boyes (ceased 22 June 2020)NZD15,047
Tim BrownNZD 133,952
Wayne EaglesonNZD 80,371
Andrew FosterNZD 66,976
Alison Gerry
Phillippa Harford
NZD
NZD
80,371
51,929
Phillip WalkerNZD75,906
Qscan Group Holdings Newco Pty Ltd
(acquisition completed 23 December 2020)
Paul NewfieldAUD-
Michael BrookAUD -
John LivingstonAUD -
Mark HansenAUD -
Henry RiceAUD -
Ian CappeAUD -
Rohit SinghAUD -
Rajeev JyotiAUD -
Gary ShepherdAUD -
Warwick LeeAUD -
Alan McCarthyAUD -
Donations
The Group made donations of $1.3million during the year ended
31 March 2021 (2020: $1.0 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
During Financial Year 2021, Infratil was granted and relied on the
following waivers from the NZX Listing Rules (all of which are
available on Infratil's website: www.infratil.com/for-investors/
announcements):
• On 22 May 2020, Infratil was granted a standing waiver from
NZX Listing Rule 5.2.1 (this was originally granted on 8 May 2017
from the previous NZX Listing Rule 9.2.1 and was re-documented
under NZX’s transition arrangements for the current NZX Listing
Rules). 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. During Financial
Year 2021, Infratil relied on this waiver for the acquisition of
Qscan, as reliance 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 Listing Rules).
• On 26 June 2020, Infratil was granted a standing waiver from
NZX Listing Rule 7.8.5(b) to the extent that rule would otherwise
require Infratil to prepare an appraisal report to accompany
any Notice of Meeting at which shareholders will consider and
vote on, an Ordinary Resolution in accordance with NZX Listing
Rule 4.1.1 and NZX Listing Rule 4.2.1, to approve a proposal for
the issue of Infratil ordinary shares to Morrison & Co by way of
satisfaction of Infratil’s contractual obligation to pay Incentive
Fees to Morrison & Co in accordance with the prescribed
payment mechanisms set out in the Management Agreement.
The waiver is provided on the conditions specified in paragraph
5 of the waiver decision. During Financial Year 2021, Infratil
relied on this waiver in seeking approval from shareholders at
the 2020 Annual Meeting to give the Board the option to
exercise Infratil’s rights under the Management Agreement to
issue shares to Morrison & Co to pay the second instalment of
the Financial Year 2020 international portfolio annual incentive
fee in 2021.
NZX Corporate Governance Code
Infratil considers that, during Financial Year 2021, Infratil materially
complied with the NZX Code, but from time to time there may be
recommendations which Infratil does not consider appropriate for
it, and where it has adopted alternative arrangements which the
Board considers are more appropriate:
• CEO Remuneration: Recommendation 5.3 states that an issuer
should disclose the remuneration arrangements in place for the
CEO in its annual report. Infratil does not disclose remuneration
for the CEO in the Annual Report for the reasons set out in the
Corporate Governance Statement.
140
• Equity Raisings: Recommendation 8.4 states that, if seeking
additional equity capital, issuers should offer further equity
securities to existing security holders of the same class on a pro
rata basis, and on no less favourable terms before further equity
securities are offered to other investors. Infratil raised additional
equity capital in 2019 and 2020 and the Board considers that
its chosen capital raising structures for both, though not fully
pro rata offers, achieved a fair result for both institutional and
retail shareholders. The reasons for this were set out in Infratil’s
Interim Report 2020.
Credit Rating
Infratil does not have a credit rating. As at 31 March 2021,
Wellington International Airport Limited has a BBB/Negative/A-2
credit rating from S&P Global Ratings.
Continuing Share Buyback Programme
Infratil maintains an ongoing share buyback programme, as
outlined in its 2020 Notice of Meeting. Infratil did not repurchase
any shares during Financial Year 2021 pursuant to that
programme (which allows up to 20,000,000 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 persons were
substantial product holders in Infratil as at 31 March 2021:
Ordinary sharesNumber held
Accident Compensation Corporation39,990,501
Fisher Funds Management Limited33,062,207
The total number of voting securities of the Company on issue as
at 31 March 2021 was 722,952,533 fully paid ordinary shares.
Twenty Largest Shareholders
as at 31 March 2021
Citibank Nominees (NZ) Ltd 51,754,344
Tea Custodians Limited 42,177,607
Accident Compensation Corporation 37,490,634
JPMORGAN Chase Bank 35,277,868
HSBC Nominees (New Zealand) Limited 33,870,588
FNZ Custodians Limited 32,471,878
Forsyth Barr Custodians Limited 30,674,704
HSBC Nominees (New Zealand) Limited 25,362,660
New Zealand Permanent Trustees Limited 21,091,589
National Nominees New Zealand Limited 19,178,546
JBWERE (NZ) Nominees Limited 16,655,809
New Zealand Superannuation Fund Nominees 13,783,271
Robert William Bentley Morrison & Andrew Stewart
& Anthony Howard
13,508,107
BNP Paribas Nominees NZ Limited Bpss40 13,070,391
Cogent Nominees Limited 12,254,283
New Zealand Depository Nominee 11,186,431
Custodial Services Limited 9,240,667
Premier Nominees Limited 7,938,010
Hobson Wealth Custodian Limited 7,850,533
JBWERE (NZ) Nominees Limited 6,805,448
Spread of Shareholders
as at 31 March 2021
Number
of shares*
Number
of holders
Total
shares held%
1-1,0004,434 2,254,547 0.3
1,001-5,000 8,309 22,494,766 3.1
5,001-10,000 3,756 27,255,327 3.8
10,001-50,000 4,238 86,158,972 11.9
50,001-100,000 420 28,807,852 4.0
100,001 and
Over 246 555,981,069 76.9
To ta l 21,403 722,952,533 100.0
* 239 shareholders hold less than a marketable parcel of Infratil shares
141
Twenty Largest Infrastructure Bondholders
as at 31 March 2021
Forsyth Barr Custodians
174,688,250
JBWERE (NZ) Nominees Limited
165,812,500
FNZ Custodians Limited
121,564,735
New Zealand Central Securities
61,590,925
Custodial Services Limited
43,188,708
Custodial Services Limited
36,509,489
Hobson Wealth Custodian
36,395,667
Custodial Services Limited
31,440,393
Investment Custodial Services
23,395,105
Custodial Services Limited
14,918,290
Pin Twenty Limited
13,716,000
Forsyth Barr Custodians
10,572,000
JBWERE (NZ) Nominees Limited
9,950,000
The Tindall Foundation
9,833,000
Rgtkmt Investments Limited
8,250,000
Custodial Services Limited
7,732,000
FNZ Custodians Limited
5,619,500
Custodial Services Limited
5,435,000
Garth Barfoot
5,000,000
Sterling Holdings Limited
4,725,000
Spread of Infrastructure Bondholders
as at 31 March 2021
Number
of Bonds
Number
of holders
Total
bonds held%
1-1,0003 3,000 -
1,001-5,000 1,294 6,434,194 0.5
5,001-10,000 3,402 32,660,702 2.4
10,001-50,000 8,891 252,292,801 18.2
50,001-100,000 1,452 119,252,743 8.6
100,001 and
Over
854 976,469,085 70.3
To ta l 15,896 1,387,112,525 100.0
142
Comparative financial review
Financial performance
2021
$Millions
2020
$Millions
2019
$Millions
2018
$Millions
2017
$Millions
2016
$Millions
2015
$Millions
2014
$Millions
2013
$Millions
2012
$Millions
31 March year ended
Operating revenue
1059.0
2
1102.1
2
1,333.21,200.81,786.51,706.41,624.71,514.92,368.72,166.4
Proportionate EBITDAF
3
398.8
2
370.2
2
368.9317.5312.1268.6302.5290.9325.2304.9
Operating earnings
1
(67.2) 0.4 135.5157.2 155.2 149.4 120.3 164.2 183.5 199.3
Net gain/(loss) on
foreign exchange and
derviatives(56.4) 15.2 0.334.9 28.1 (13.6) (36.3) 70.7 (14.4) 19.2
Investment realisations,
revaluations and
(impairments) 31.8 (0.8) 0.613.8(55.2) (51.8) 29.5 222.2 (5.9) 4.3
Net surplus after
taxation, discontinued
operations
and minorities(49.2) 241.2(19.5)71.4 66.1 438.3 383.5 198.9 3.4 51.6
Dividends paid 117.7 113.7 95.1 89.6 82.9 110.4 148.8 57.0 48.2 44.1
Financial position
Represented by
Investments
2,207.8 2,033.3 936.6940.6 882.9 534.3 532.3 294.1 334.2 340.9
Non-currents assets
4,531.2 4,618.5 4,614.25,075.3 5,170.4 5,085.2 4,830.6 4,613.3 4,435.2 4,328.8
Current assets
2,798.3 933.3 1,181.2 618.0 743.4 1,007.5 584.8 542.4 670.0 623.7
Total assets9,537.2 7,585.1 6,732.0 6,633.9 6,796.7 6,627.0 5,947.7 5,449.8 5,439.4 5,293.4
Current liabilities
1,578.2 421.4 896.5355.6 672.7 559.0 344.0 623.6 679.6 547.5
Non-current liabilities
2,490.9 2,530.6 1,963.42,148.9 1,984.8 2,048.2 2,066.5 1,810.4 1,920.0 1,887.7
Infrastructure bonds
1,378.9 1,293.2 1,127.6 994.4 998.3 949.8 981.9 979.9 904.3 851.6
Total liabilities 5,448.0 4,245.2 3,987.5 3,498.9 3,655.8 3,557.0 3,392.4 3,413.9 3,503.9 3,286.8
Net assets4,089.2 3,339.9 2,744.5 3,135.0 3,140.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6
Outside equity interest
in subsidiaries 1,445.2 1,207.7 1,098.5 1,198.3 1,182.6 1,145.3 1,061.4 916.6 931.1 932.0
Equity
2,644.0 2,132.2 1,646.0 1,934.4 1,959.3 1,924.7 1,493.9 1,119.3 1,004.4 1,074.6
Total equity 4,089.2 3,339.9 2,744.5 3,132.7 3,141.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6
Dividends per share
17.25 17.25 17.0016.0014.7519.6526.509.758.257.25
Shares on issue (‘000)
722,953 659,679 559,278559,278560,053562,326561,875561,618583,321586,931
1
Operating earnings is earnings after depreciation, amortisation and interest.
2
Operating revenue and proportionate EBITDAF relate to continuing operations.
3
Proportionate EBITDAF is an unaudited non-GAAP measure and is defined in the Infratil Annual Results Presentation 2021.
143
Directors
M Tume (Chairman)
J Boyes
A Gerry
P Gough
K Mactaggart
C M Savage
P M Springford
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
Level 31
60 Martin 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
Directory
144
145
---
Notes20212020
$000$000
Dividends received from subsidiary companies115,000-
Subvention income--
Operating revenue274,267167,468
Total revenue389,267167,468
Directors' fees 41,0121,053
Management and other fees 14269,786164,550
Other operating expenses 43,9573,533
Total operating expenditure274,755169,136
Operating surplus/(loss) before financing, derivatives, realisations and impairments114,512(1,668)
Net gain/(loss) on foreign exchange and derivatives2,6333,105
Net realisations, revaluations and (impairments)--
Financial income124,257122,722
Financial expenses(61,520)(69,228)
Net financing income62,73753,494
Net surplus before taxation179,882 54,931
Taxation expense6(5,484)2,375
Net surplus for the year 174,398 57,306
Other comprehensive income, after tax
Fair value movements in relation to executive share scheme-(913)
Total other comprehensive income after tax-(913)
Total comprehensive income for the year174,39856,393
The accompanying notes form part of these financial statements.
Statement of Comprehensive Income
For the year ended 31 March 2021
Infratil Limited
1
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
NotesCapitalOther reserves
Retained
earningsTotal
$000$000$000$000
Balance as at 1 April 2020747,615-42,481790,096
Total comprehensive income for the year
Net surplus for the year--174,398174,398
Other comprehensive income after tax
----
Total other comprehensive income
----
Total comprehensive income for the year
--174,398174,398
Contributions by and distributions to owners
Share buyback
----
294,127--294,127
Shares issued under dividend reinvestment plan
----
Conversion of executive redeemable shares
----
Dividends to equity holders
3--(117,694)(117,694)
Total contributions by and distributions to owners
294,127-(117,694)176,433
Balance as at 31 March 2021
1,041,742-99,1851,140,927
Balance as at 1 April 2019354,55291298,891454,355
Total comprehensive income for the year
Net surplus for the year--57,30657,306
Other comprehensive income after tax
-(912)-(912)
Total other comprehensive income
-(912)-(912)
Total comprehensive income for the year
-(912)57,30656,394
Contributions by and distributions to owners
Share buyback
(3,725)--(3,725)
Shares issued
390,874--390,874
5,032--5,032
Conversion of executive redeemable shares
883--883
Dividends to equity holders
3--(113,716)(113,716)
Total contributions by and distributions to owners
393,063-(113,716)279,347
Balance at 31 March 2020
747,615-42,481790,096
The accompanying notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 31 March 2021
Statement of Changes in Equity
For the year ended 31 March 2020
Shares issued under dividend reinvestment plan
Infratil Limited
Fair value movements in relation to executive share scheme
Shares issued
Fair value movements in relation to executive share scheme
2
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes20212020
$000$000
Cash and cash equivalents--
Prepayments and sundry receivables4,9871,172
Income tax receivable--
Advances to subsidiary companies 142,081,0571,645,101
Current assets2,086,0441,646,273
Deferred tax 616,53719,048
Investments 14585,529585,529
Non-current assets602,066604,577
Total assets2,688,1102,250,850
Bond interest payable4,0434,557
Accounts payable5,0504,049
Accruals and other liabilities3,086272
Infrastructure bonds 793,842-
Derivative financial instruments 82,158-
Loans from group companies 14153,897153,897
Total current liabilities262,076162,775
Infrastructure bonds 71,053,1901,061,271
Perpetual Infratil Infrastructure bonds 7231,917231,917
Derivative financial instruments 8-4,791
Non-current liabilities1,285,1071,297,979
Attributable to shareholders of the Company1,140,927790,096
Total equity1,140,927790,096
Total equity and liabilities2,688,1102,250,850
Approved on behalf of the Board on 18 May 2021
Director Director
The accompanying notes form part of these financial statements.
Statement of Financial Position
Infratil Limited
As at 31 March 2021
3
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes20212020
$000$000
Cash flows from operating activities
Cash was provided from:
Dividends received from subsidiary companies115,000-
Subvention income--
Interest received124,257122,722
Operating revenue receipts274,238168,535
513,495291,257
Cash was dispersed to:
Interest paid(59,918)(67,766)
Payments to suppliers(274,727)(169,493)
Taxation (paid) / refunded(2,974)(2,462)
(337,619)(239,721)
Net cash flows from operating activities
10175,87651,536
Cash flows from investing activities
Cash was provided from:
Net movement in subsidiary company loan--
--
Cash was dispersed to:
Acquisition of shares in subsidiary--
Cash outflow for group company loan(435,956)(494,092)
(435,956)(494,092)
Net cash flows from investing activities
(435,956)(494,092)
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares294,127396,784
Issue of bonds84,678316,441
378,805713,225
Cash was dispersed to:
Repayment of bonds-(148,998)
Infrastructure bond issue expenses(1,031)(4,230)
Repurchase of shares-(3,725)
Dividends paid
3(117,694)(113,716)
(118,725)(270,669)
Net cash flows from financing activities
260,080442,556
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 cash flow statement above has been prepared on the assumption that these
transactions are equivalent to cash in order to present the total cash flows of the entity.
For the year ended 31 March 2021
4
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
(1) Accounting policies
(A) Reporting Entity
(B) Basis of preparation
Accounting estimates and judgements
(a) Valuation of investments
(b) Accounting for income taxes
(C) Taxation
(D) Derivative financial instruments
(E) Impairment of assets
Notes to the Financial Statements
For the year ended 31 March 2021
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.
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. 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.
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.
5
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(F) Borrowings
(G) Foreign currency transactions
(H) Adoption status of relevant new financial reporting standards and interpretations
(I) New standards, amendments and pronouncements not yet adopted by the Group
(2) Nature of business
(3) Infratil shares and dividends
Ordinary shares (fully paid)
20212020
SharesShares
Total authorised and issued capital at the beginning of the year
659,678,837559,278,166
Movements during the year:
New shares issued
63,273,69699,992,228
New shares issued under dividend reinvestment plan
-1,030,793
Conversion of executive redeemable shares
-265,267
Share buyback
-(887,617)
Total authorised and issued capital at the end of the year
722,952,533659,678,837
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.
During the period the Company issued new shares to provide additional balance sheet flexibility and to fund growth investments across Infratil’s existing portfolio
companies and take advantage of new opportunities that may arise, raising $294.2 million via an institutional placement and share purchase plan for existing
shareholders. During the comparative period the Company issued new shares to support the acquisition of a 49.9% share of Vodafone New Zealand Limited,
raising net proceeds after issue costs of $390.9 million via an institutional placement and an entitlement offer to existing shareholders. All fully paid ordinary
shares have equal voting rights and share equally in dividends and equity. At 31 March 2021 the Group held 1,662,617 shares as Treasury Stock (2020: 1,662,617).
The Company has early adopted amendments to NZ IAS 1 Presentation of Financial Statements for the year ended 31 March 2021. The amendments clarify the
classification of liabilities as current or non-current.
There are no new standards that are not yet effective that would be expected to have a material impact on the Group, in the current or future reporting periods,
and foreseeable future transactions.
The Company is the ultimate parent company of the Infratil Group, owning infrastructure businesses and investments in New Zealand, Australia, Europe 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.
6
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
Dividends paid on ordinary shares
2021202020212020
cents per sharecents per share
$000$000
Final dividend prior year (paid 5 June 2020)
11.00 11.00 72,565 72,526
Interim dividend current year (paid 15 December 2020)
6.25 6.25 45,185 41,212
Dividends paid on ordinary shares
17.25 17.25 117,750 113,738
Executive redeemable shares
20212020
000000
Balance at the beginning of the year -433
Shares issued
-
-
Shares converted to ordinary shares
-
(265)
Shares cancelled
-
(168)
Balance at end of year --
(4) Other operating expenses
20212020
$000$000
Fees paid to the Company auditor256 209
Directors’ fees1,012 1,053
Administration and other corporate costs3,701 3,324
Total other operating expenses4,969 4,586
20212020
Fees paid to the Company auditor
$000$000
Audit and review of financial statements
237
194
Other assurance services
19
15
Taxation services
-
-
Other services
-
-
Total fees paid to the Company auditor
256 209
(5) Net realisations and (impairments)
At 31 March 2021 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. Management also considered the impact of the COVID-19 pandemic. As
a result, the Company did not impair any loans to Infratil Group companies in 2021 (2020: nil). These balances are within the Infratil Wholly Owned Group to
entities also controlled either directly or indirectly by Infratil Limited.
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
assurance services relate to agreed upon procedures.
7
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(6) Taxation
20212020
$000$000
Surplus before taxation179,88254,931
Taxation on the surplus for the period @ 28%50,36715,381
Plus/(less) taxation adjustments:
Exempt dividends(32,200)-
Losses offset within Group(17,540)(14,662)
Timing differences not recognised-(3,085)
Over provision in prior years4,741(92)
Other permanent differences11683
Taxation expense5,484(2,375)
Current taxation 2,9732,470
Deferred taxation 2,511(4,845)
5,484(2,375)
There was no income tax recognised in other comprehensive income during the period (2020: nil).
Recognised deferred tax assets and liabilities
20212020
$000$000
Derivatives6041,341
Provisions--
Tax losses carried forward15,93317,707
Deferred tax assets16,53719,048
20212020
$000$000
Other items--
Deferred tax liabilities--
20212020
$000$000
Derivatives6041,341
Provisions--
Tax losses carried forward15,93317,707
Other items--
Net deferred tax assets/(liabilities)16,53719,048
Changes in temporary differences affecting tax expense
2021202020212020
$000$000$000$000
Derivatives(737)(870)--
Employee benefits----
Customer base assets----
Provisions----
Tax losses carried forward(1,774)5,640--
Other items-75--
(2,511)4,845--
Assets
Tax Expense
Liabilities
Net Assets/(Liabilities)
Other Comprehensive Income
8
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(7) Infrastructure Bonds
20212020
$000$000
Balance at the beginning of the year1,293,1881,127,560
Issued during the year84,678316,441
Exchanged during the year-(29,326)
Matured during the year-(119,671)
Purchased by Infratil during the year--
Bond issue costs capitalised during the year(1,031)(4,230)
Bond issue costs amortised during the year2,1632,414
Issue premium amortised during the year(49)-
Balance at the end of the year1,378,9491,293,188
Current93,842-
Non-current fixed coupon 931,395939,636
Non-current variable coupon 121,795121,635
Non-current perpetual variable coupon231,917231,917
Balance at the end of the year1,378,9491,293,188
Repayment terms and interest rates:
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
IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100,000100,000
IFT250 Maturing in June 2025, 6.15% p.a. fixed coupon rate43,41343,413
IFT300 Maturing in March 2026, 3.35% p.a. fixed coupon rate120,26936,976
IFT280 Maturing in December 2026, 3.35% p.a. fixed coupon rate156,279156,279
IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023146,249146,249
IFTHC Maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December 2021123,186123,186
IFTHA Perpetual Infratil infrastructure bonds231,917231,917
less: issue costs capitalised and amortised over term
(9,500)(10,632)
add: issue premium capitalised and amortised over term
1,336-
Balance at the end of the year1,378,9491,293,188
IFTHC bonds
The Company has 123,186,000 (31 March 2020: 123,186,000) IFTHCs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the
period to 15 December 2021 the coupon is fixed at 2.75% per annum (2020: 3.50%). Thereafter the rate will be reset annually at 2.50% per annum over the then
one year swap rate for quarterly payments.
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 for 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.
IFT270 bonds
Perpetual Infratil infrastructure bonds ('PIIBs')
At 31 March 2021 the Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,336.5 million (31 March 2020: $1,161.5 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.
The Company has 231,916,600 (31 March 2020: 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 2021 the coupon will be fixed at 1.71% per annum (2020: 2.67%). Thereafter the rate will be reset annually at 1.50% per annum over the
then one year swap 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 (2020: nil) were repurchased by Infratil Limited during the period.
Fixed coupon
Throughout the period the Company complied with all debt covenant requirements as imposed by the bond supervisor.
9
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(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)
2021
Accounts
payable, accruals
and other
liabilities
Infrastructure
bonds
Perpetual Infratil
Infrastructure
bonds
Derivative
financial
instruments
Total
$000$000$000$000$000
Balance sheet
162,0331,151,075231,9172,1581,547,183
Contractual cash flows
162,0331,362,111266,4522,1581,792,754
6 months or less
162,033119,2061,9831,442284,664
6 to 12 months
-24,3651,98371627,064
1 to 2 years
-235,6973,966-239,663
2 to 5 years
-521,64811,897-533,545
5 years +
-461,195246,623-707,818
2020
Balance sheet
158,2181,065,828231,9174,7911,460,754
Contractual cash flows
158,2181,324,493292,0324,7911,779,534
6 months or less
158,21825,7323,0961,319188,365
6 to 12 months
-25,7323,0961,41830,246
1 to 2 years
-141,7056,1922,054149,951
2 to 5 years
-567,93118,577-586,507
5 years +
-563,394261,071-824,465
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 maturity in the year 2029.
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
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
Interest rates
20212020
$000$000
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps in place at year end
45,00045,000
Fair value of interest rate swaps
(2,158)(4,791)
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year
45,000-
Between 1 to 2 years
-45,000
Between 2 to 5 years
--
Over 5 years
--
Interest rate sensitivity analysis
20212020
$000$000
Profit or loss
100 bp increase2,322960
100 bp decrease(2,320)(946)
There would be no material effect on equity.
Foreign currency
Fair values
20212020
$000$000
Assets
Derivative financial instruments - foreign exchange--
--
--
Split as follows:
Current --
Non-current --
--
Liabilities
Derivative financial instruments - foreign exchange--
Derivative financial instruments - interest rate2,1584,791
2,1584,791
Split as follows:
Current 2,158-
Non-current -4,791
2,1584,791
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.
Derivative financial instruments - interest rate
At 31 March 2021, 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.
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 2021 of $1,336.5 million (31 March 2020: $1,161.5 million) compared to a carrying value of $1,378.9 million (31
March 2020: $1,293.2 million).
Foreign exchange sensitivity analysis
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 a portion of 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
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
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
• 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.
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 2021 (2020: nil).
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
• 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 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 $2.2 million at 31 March 2021 (2020: $4.8 million).
The Company seeks to ensure that no more than 20% of its Infrastructure bonds mature 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 Company (2020: 887,617).
12
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(9) Investment in subsidiaries and associates
The significant investments of the Company and their activities are summarised below:
SubsidiariesHoldingHolding
20212020
New Zealand
Infratil 1998 Limited100%100%InvestmentNew Zealand
Infratil 2016 Limited100%100%InvestmentNew Zealand
Infratil 2018 Limited100%100%InvestmentNew Zealand
Infratil 2019 Limited100%100%InvestmentNew Zealand
Infratil Energy Limited100%100%InvestmentNew Zealand
Infratil Finance Limited100%100%FinanceNew Zealand
Infratil Gas Limited100%100%InvestmentNew Zealand
Infratil HC Limited100%-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
20212020
$000$000
Net surplus for the year 174,39857,306
Less items classified as investing activity:
Loss/(profit) on investment realisations and impairments--
Add items not involving cash flows:
(2,633)(3,105)
--
--
Amortisation of deferred bond issue costs & issue premium2,1142,414
Movements in working capital
Change in receivables(3,815)893
Change in trade payables1,001(20)
Change in accruals and other liabilities2,300(1,107)
Change in deferred tax and tax receivable2,511(4,845)
Net cash inflow from operating activities175,87651,536
Movement in financial derivatives taken to the profit or loss
Unsettled share buybacks
Capitalisation of intercompany interest and charges
Principal activityCountry of
incorporation
13
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(11) Share Scheme
Infratil Staff Share Purchase Scheme
Infratil Executive Redeemable Share Scheme
(12) Commitments
There are no outstanding commitments (2020: nil).
(13) Contingent liabilities
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 31 May 2019, Infratil accelerated the entitlements of executives of Snapper Services Limited (Snapper) under the 2016 Infratil Executive Share Scheme
pursuant to the Infratil Limited Executive Share Scheme Trust Deed dated 22 August 2008 (Trust Deed), to allow those executives the benefit of that Scheme on
completion of the sale of Snapper. As a consequence of this, on 4 June 2019 Infratil converted 54,504 Executive Shares into Ordinary Shares.
On 17 June 2019, the 2016 Infratil Executive Redeemable Share Scheme matured having met certain share performance thresholds. Pursuant to this and the
Infratil Limited Executive Share Scheme Trust Deed dated 22 August 2008 (the Trust Deed), on 19 July 2019 the Company converted 210,763 Executive Redeemable
Shares into Ordinary Shares.
The remaining 167,733 Executive Redeemable Shares for which the performance hurdle was not met pursuant to the Trust Deed were cancelled and therefore not
converted to ordinary shares.
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 no shares were transferred to employees under the scheme (2020: 42,566 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.
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.
14
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(14) Related parties
Related Party2021202020212020
$000$000$000$000
Advances
Infratil Finance
124,256122,7142,081,0571,645,101
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
153,897
153,897
Infratil No. 1 Limited
78,02478,024
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:
20212020
$000$000
Management fees1545,07436,943
International Portfolio Incentive fee16223,100125,000
Directors fees-112
Financial management, accounting, treasury, compliance and administrative services1,6121,250
Investment banking services-1,245
Total management and other fees269,786164,550
At 31 March 2021 amounts owing to MCIM of $4,483k (excluding GST) are included in accounts payable (2020: $2,806k).
Intercompany
(loan)/advance/investment at
carrying value
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 was a director of Infratil until 31
March 2021 and is a director and Chief Executive Officer of MCO. Mr Boyes assumed the role of Infratil Chief Executive Officer from 1 April 2021. Entities
associated with Mr Bogoievski and Mr Boyes also have a beneficial interest 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:
Interest income/(expense)
15
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(15) Management fee to Morrison & Co Infrastructure Management Limited ('MCIM')
The management fee to MCIM comprises a number of different components:
(16) International Portfolio Incentive Fee
International Portfolio Incentive Fees2021
2020
$000$000
ASIP
1,600 (800)
CDC Data Centres
140,200 105,500
Longroad Energy
(8,000)6,100
RetireAustralia
3,200 (18,000)
Tilt Renewables
86,100 32,200
223,100 125,000
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.
All Incentive fees accrued in 2021 relate to the Annual Incentive Fee assessment (2020: all fees relate to the Annual Incentive Fee assessment).
Payment of Annual Incentive Fees
Any Annual Incentive Fee calculated in respect of a Financial Year is earned and paid in three annual instalments, with the second and third instalments only being
earned and payable if, at each relevant assessment date, the fair value of the relevant asset (including distributions, if any) exceeds the greater of fair value or cost
as at the 31 March for which the Incentive Fee was first calculated.
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.
To the extent that there are assets that meet these criterion, independent valuations are performed on the respective International Investments to determine
whether any Incentive Fees are payable.
International Portfolio Initial Incentive Fee
International Investments become eligible for the Initial Incentive Fee assessment on the third balance date (31 March) that they have been held continuously by
the Company. All International 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 those assets against a benchmark of 12% p.a. after tax, compounding.
There were no International Investments eligible for the International Portfolio Initial Incentive Fee as at 31 March 2021. (31 March 2020: None).
International Portfolio Annual Incentive Fee
Thereafter International Investments are grouped together, and an Annual Incentive Fee is payable at 20% of the outperformance of those assets against the
higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.
The Company’s investments in CDC Data Centres, Longroad Energy, RetireAustralia, Tilt Renewables and ASIP are eligible for the International Portfolio Annual
Incentive fee assessment as at 31 March 2021 (31 March 2020: ASIP, RetireAustralia, CDC Data Centres, Longroad Energy and Tilt Renewables).
Based on independent valuations obtained as at 31 March 2021, an Annual Incentive Fee of $223.1 million is payable to MCIM (31 March 2020: $125.0 million).
International Portfolio Realised Incentive Fee
Realised Incentive Fees are payable on the realised gains from the sale or other realisation of International Investments at 20% of the outperformance (since the
last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost. No Realised Incentive Fees
were payable as at 31 March 2020 or 31 March 2021.
16
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
(17) Segment analysis
During the year, the Company operated in predominantly one business segment, that of investments.
Geographical segments
The Company operated in one geographical area, that of New Zealand. Certain subsidiaries of the Company invest in Australia, Europe and the United States.
(18) Events after balance date
Dividend
On 18 May 2021, the Directors approved a partially imputed final dividend of 11.5 cents per share to holders of fully paid ordinary shares to be paid on 22 June
2021.
Acquisition of Pacific Radiology Group
On 29 April 2021 Infratil announced that it had executed a conditional agreement to acquire between 50.1% and 60% of Pacific Radiology Group Limited (“Pacific
Radiology”), a comprehensive Diagnostic Imaging business in New Zealand, from existing Doctor shareholders. Infratil confirmed on 13 May 2021 that the
acquisition is now unconditional and that completion of the acquisition is expected to occur on 31 May 2021, for total consideration of approximately $312
million to $344 million.
17
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
© 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of Infratil Limited
Report on the audit of the financial statements
Opinion
In our opinion, the accompanying financial
statements of Infratil Limited (the ’company’) on
pages 1 to 17:
— present fairly in all material respects the
company’s financial position as at 31 March 2021
and its financial performance and cash flows for
the year ended on that date; and
— comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying financial
statements which comprise:
— the statement of financial position as at 31
March 2021;
— 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘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.
Use of this independent auditor’s r eport
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.
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
19
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 Brent Manning.
For and on behalf of
KPMG
Wellington
18 May 2021
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
Notes to the Financial Statements
For the year ended 31 March 2021
Mark Tume (Chairman)
Jason Boyes
Alison Gerry
Paul Gough
Kirsty Mactaggart
Catherine Savage
Peter Springford
Company Secretary
Nick Lough
Registered Office - New ZealandRegistered Office - Australia
5 Market LaneC/- H.R.L. Morrison & Co Private Markets
PO Box 320 Level 31
Wellington60 Martin Place
Telephone: +64 4 473 3663Sydney
Internet address: www.infratil.comNSW 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
Directors
Directory
20
DocuSign Envelope ID: 150320AD-750E-4FD0-999C-91D3BA7BA003
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Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Infratil Limited
Reporting Period 12 months to 31 March 2021
Previous Reporting Period 12 months to 31 March 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,241,600 4.4%
Total Revenue $1,379,000 (11.6%)
Net profit/(loss) from
continuing operations
($87,600) (1,784.6%)
Total net profit/(loss) ($16,000) (103.3%)
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.11500000
Imputed amount per Quoted
Equity Security
$0.03500000
Record Date 9 June 2021
Dividend Payment Date 22 June 2021
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$2.54 $3.01
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This Results announcement should be read in conjunction with
the attached consolidated annual financial statements for the 12
months ended 31 March 2021 (“Annual Financial Statements”).
More detailed commentary on the operations of the Group over
the period has been provided in the form of the Infratil Annual
Results Presentation 2021 and Annual Report 2021, which have
been released alongside the Annual Financial Statements.
Authority for this announcement
Name of person
authorised
to make this announcement
Phillippa Harford, Chief Financial Officer
Contact person for this
announcement
Phillippa Harford, Chief Financial Officer
Contact phone number 64 4 473 3663
Contact email address Phillippa.Harford@hrlmorrison.com
Date of release through MAP
19 May 2021
Audited financial statements accompany this announcement.
---
Distribution Notice
.
Please note: all cash amounts in this form should be provided to 8 decimal places
Section 1: Issuer information
Name of issuer Infratil Limited
Financial product name/description Ordinary Shares
NZX ticker code IFT
ISIN (If unknown, check on NZX
website)
NZIFTE0003S3 / ASX IFT
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 9 June 2021
Ex-Date (one business day before the
Record Date)
8 June 2021
Payment date (and allotment date for
DRP)
22 June 2021
Total monies associated with the
distribution
1
$83,139,541
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.15000000
Total cash distribution
3
$0.11500000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount $0.01588235
Section 3: Imputation credits and Resident Withholding Tax
4
Is the distribution imputed Partially imputed
If fully or partially imputed, please
state imputation rate as % applied
30.43478261%
Imputation tax credits per financial
product
$0.03500000
Resident Withholding Tax per
financial product
$0.01450000
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
4
The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully
imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice
as to whether or not RWT needs to be withheld.
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
Start date and end date for
determining market price for DRP
Date strike price to be announced (if
not available at this time)
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
DRP strike price per financial product
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Phillippa Harford, Chief Financial Officer
Contact person for this
announcement
Phillippa Harford, Chief Financial Officer
Contact phone number 64 4 473 3663
Contact email address Phillippa.Harford@hrlmorrison.com
Date of release through MAP
19 May 2021
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Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
19 May 2021
Infratil Limited (IFT): ASX Listing Rule 1.15.3
Infratil (an ASX Foreign Exempt Listing) confirms, for the purposes of ASX Listing Rule 1.15.3,
that it has complied with and continues to comply with NZX Listing Rules of NZX Limited, which is
its overseas home exchange.
Nicholas Lough
Company Secretary
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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