ASM Materials and Board Changes
Annual
Shareholders’
Meeting 2022
10 May 2022
Agenda
#
•Chairman’s address
•CEO’s address
•Resolutions and voting
•General business
Chairman’s address
Simon Allen
Strategic review commenced in April 2020 and officially launched as Channel infrastructure
on 1 April 2022
Successful completion of Strategic Review
Simplification of refinery, creating time for customer negotiations and planned transition
Strong shareholder and lender support for terminal conversion, with 99% shareholder vote in favour
New long-term customer agreements, securing the value of the Company’s strategic infrastructure
Extensive stakeholder engagement and employee transition support programs
Safe shutdown of refining and commencement of import terminal operations
7
Fundamental change in business and financial risk profiles
Significantly lower earnings volatility
Lower operational risk and capital
intensity
Reduced energy cost and carbon
exposure
8
A long-term sustainable operating model with strong aspirations for growth
Board refresh and Corporate Governancechanges
Simon Allen
Chairman
James Miller
Chairman-elect
Lucy Nation
Director
Vanessa Stoddart
Director
Paul Zealand
Director
Anna Molloy
Director (appointed April 2022)
Andrew Holmes
Director (appointed April 2022)
•Completed Corporate Governance Review to ensure alignment with new business, operations and strategy
•Board refresh through a staged transition
•Simon Allen to step-down later this year, with James Miller becoming Chair
Lindis Jones
Director
CEO’s address
Naomi James
All key priorities achieved in 2021
Safe and reliable operations throughout 2021
Turnaround 2021 executed safely, on time and within budget
Maintain cash break-even operations at the Fee Floor
Conclude import terminal negotiations with customers
Progress required shareholder and lender approvals and detailed planning
7
2021 Safety and Financial Highlights
Total Recordable Safety Cases: 0
2020: 0
PipelineThroughput: 13.4 Mbbl
2020: 14.7 Mbbl
8
Capital Expenditure: $33.4m
2020: $33.9m
EBITDA: $72.8m
2020: $50.4m
Net Debt: $183.6m
2020: $231.3m
Net Assets: $495.5m
2020: $563.9m
Strong focus on stakeholder relationships
Government
Iwi
Working with local Iwi partners under new
long-term relationship agreements
Active engagement across fuel security,
domestic fuel stockholding, biofuels mandate
and Marsden Point/Northland transition
Northland
Region
New 35-year resource consent obtained for
Marsden Point operations.Working with
Northland Refinery Working Group (NRWG) to
support regional transition planning
Customers
Joint Governance Group with customers, to
ensure a smooth transition of the fuel supply
chain from refinery to import terminal
operations
Employees
Comprehensive workforce transition support
plans and active engagement with unions
Terminal conversion project
•Tracking to plan with $20 million spent
to 31 March
•Refinery shutdown completed safely and
to plan
•Import terminal in operation since April
•Two months of intensive
decommissioning activities commenced
Successfully commenced import terminal operations
on 1 April 2022
Conversion execution tracking to plan
Private storage
•Private storage tanks not requiring
conversion work in operation
•Remaining tanks to be
commissioned through 2022 and
H1 2023
Terminal conversion: $200-220m
Private storage: $45-50m
Demolition: c.$50m
Looking to the future with confidence with a sustainable business
#
Critical infrastructure delivering stable earnings through long-term customer
agreements and focused growth strategy
Note : the Truck Loading Facility (TLF) and Wiri Terminal end-delivery points do not form
part of the Import Terminal System (ITS) assets owned by Channel Infrastructure
Ownershipof critical infrastructure
Long-termcustomer contracts
Projected stable earnings andcash flows
Strong balance sheet
Supporting New Zealand’s decarbonisation
Focused growth strategy
6
MARSDEN POINT TO
AUCKLAND PIPELINE
Earnings stability enables a focus on return to dividend payments
•Stable earnings and significant cash flow generation
•Benefit of significant tax losses
•Terminal capital expenditure
[4]
expected to be in the range of $5-
12m per annum over the initial contract term (including private
storage)
•Deleveraging to atarget 3 -4x Net Debt to EBITDA ratio to support a
dividend policy of60-70% of normalised Free CashFlow
[5]
andresumed dividend payments in 2023
Projected stable earnings and cashflows
($m)
Terminal and other revenue
[1]
116 –120
Operating costs
[2]
36 –40
Normalised EBITDA
[2]
76 –84
Financing costs
[3]
15 –18
Income tax payableNil
Indicative FY23 Financial metrics
(in nominal terms,
includes contracted private storage)
[1] Revenue includes terminal fees, private storage fees, revenue from Wiri terminal lease (expiring in 2025) and revenue from
laboratory testing services (IPL)
[2] Operating costs and normalized EBITDA exclude one-off conversion operating costs
[3] Based on current financing arrangements, hedged positions and current 90-day bank bill rate
[4] Import terminal capital expenditure over the initial 10-year contract term, excluding growth and one-off conversion capital
[5] The dividend policy is subject to the Board’s due consideration of the Company’s medium term asset investment
programme; a sustainable financial structure for Channel Infrastructure, recognisingthe targeted investment grade
rating; and the risks from short and medium term economic and market conditions and estimated financial performance.
•Channel Infrastructure NZ Limited launcheda five-year
unsecured, unsubordinated, fixed-rateretail bond offer of up
to $100 million(with ability to accept over subscriptions of
up to $25 millionat our discretion)on 6 May 2022 with
minimum coupon of 5.80%.
•Bonds will:
−Enhance diversification of funding –increases non-
bank funding to c.47%
[1]
−Extend tenor –weighted average debt term increases
to 5.1
[1]
years (from 4.1 years)
−Increase financial flexibility
•Significant headroom available to fund conversion project
costs and no near-term maturities.
•The offeris expected to close on Friday 13 May 2022 at
11am.
•Further details of the offer are contained in the Product
DisclosureStatement, which can be found on our
website:https://channelnz.com/investor-centre/bonds/
Retail bond launched
Debt Maturity Profile
[1] Assuming a retail bond issue of $100m is used to reduce the bank facility limits by an equivalent amount.
Supporting New Zealand’s decarbonisation
First Sustainability Report issued April 2022,
aligned to TCFD reporting standards
Just Transition
Net Zero
Customer scope 3
Target to have at least 90% of employees
seeking new employment find new roles or are
retrained within 6-months
Net Zero Scope 1 and 2 emissions by 2030
Our infrastructure is utilised to support the
decarbonisation of transport sector and
facilitate customer Scope 3 emissions
reduction by 2030
Strong aspirations for growth with a focused growth strategy
Flexibly developing
Marsden Point as an
energy hub for the
north of New Zealand
Leveraging
independent operator
capabilities across a
broader asset base
Well positioned to support New Zealand’s changing fuel needs
•Strategic fuel storage
•Growth in electricity
•Other imports
•Transition to imports, production,
storage of future fuels –biofuels,
sustainable aviation fuels, hydrogen
•Specialist infrastructure owner
and operator
•Reduced cost of capital
•Operational synergies
Resolutions and Voting
Simon Allen
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Resolutions
1.Re-election of James Miller
2.Re-election of Paul Zealand
3.Election of Andrew Holmes
4.Election of Anna Molloy
5.Auditor’s Remuneration
6.Constitution
Resolution 1: Re-election of James Miller as Director
That Mr. James Miller, who retires by rotation
in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the
Company
James Miller
Director
Resolution 2: Re-election of Paul Zealand
That Mr. Paul Zealand, who retires by rotation
in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the
Company
Paul Zealand
Director
Resolution 3: Election of Andrew Holmes
That Mr. Andrew Holmes, who retires in
accordance with clause 8.8 of the
Constitution, be elected as a Director of the
Company
Andrew Holmes
Director
Resolution 4: Election of Anna Molloy
That Ms. Anna Molloy, who retires in
accordance with clause 8.8 of the
Constitution, be elected as a Director of the
Company
Anna Molloy
Director
Resolution 5: Auditor’s Remuneration
That Directors be authorised to fix the fees
and expenses of EY as auditors to the
Company for the financial year ending 31
December 2022.
Resolution 6: Constitution
That the Constitution be revoked, and a new
Constitution in the form presented at the
Annual Meeting and signed by the
Chairperson for the purpose of identification
be adopted with effect from the date of this
Annual Meeting.
Questions
This concludes the 2022 Annual
Shareholders’ Meeting.
Thank you for attending!
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Channel Infrastructure NZ Limited
Annual Meeting of Shareholders
Tuesday 10
th
May 2022 at 2.00pm
Chairman Simon Allen’s address
Welcome ladies and gentlemen to the first Annual Shareholder Meeting under the
new company name, Channel Infrastructure NZ Limited. My name is Simon Allen, I
am the Chairman of the Board of Directors of Channel Infrastructure.
I am pleased to confirm that we have a quorum of shareholders and therefore I
declare the 2022 Annual Shareholders’ Meeting officially open.
On behalf of your directors, the Chief Executive and all of our people at Channel
Infrastructure, I extend a warm welcome to you, and thank you for joining us online
today. The Board decided to hold today’s meeting virtually only, following careful
consideration of what was in the best interests of the company and its shareholders
given that Covid continues to be widespread in the community. We do value the
opportunity for the Board and Management to meet shareholders in person and our
preference is to move back to a hybrid format for the 2023 Annual Shareholders
Meeting.
Joining us online today are my fellow Channel Infrastructure directors: Lindis
Jones, Vanessa Stoddart, Paul Zealand, James Miller, Lucy Nation, Andrew
Holmes, Anna Molloy, and John Bourke. We are also joined by our Chief
Executive Officer, Naomi James, and members of our Corporate Leadership Team,
as well as representatives of our external auditors (Ernst & Young), legal advisors
(MinterEllisonRuddWatts) and share registrar (Computershare Investor Services
Limited).
Today’s meeting is being held online via the Computershare Online Meetings
platform, which I’m sure you have all become familiar with over the last few years.
Moving on to the formal agenda for today’s meeting:
Ahead of the formal business of the meeting, Naomi and I will say a few words about
Channel Infrastructure, our 2021 achievements and the areas of focus for our new
business going forward. I will then explain the process for voting on resolutions via
Computershare's online platform.
We will then move to the resolutions set out in the Notice of Meeting, where we will
cover each resolution in turn and invite questions specific to those items.
Following that, we will address general questions from shareholders. Please note
that while you can submit questions from now on through the online platform, I will
not address them until the relevant time in the meeting. Please also note that if we
receive multiple questions on one topic we may amalgamate these together. Finally,
due to time constraints we may run out of time to answer all your questions. If this
happens, we will answer them in due course via email.
Now, moving on to my formal address.
Since we last met, when you, our shareholders voted in favour of the transition in our
business to the import-terminal, there has been much change at Marsden Point.
However, before we take a look at where the business is today, it is worth reflecting
on where we have come from, and why we took steps to change the way that we
operate.
Shareholders, as you know, over the last two years, we have faced the most difficult
operating environment in the Company’s history.
In April 2020, following the commencement of Naomi as our new CEO, the Board
initiated a strategic review to determine the optimal business model and capital
structure.
The Strategic Review looked at a broad range of options, from opportunities to
improve the competitiveness of refining operations through to the option of
converting to a fuel import business model.
From the beginning, the Board’s priority was to realise full value for the Company’s
assets and deliver more sustainable returns ‘through the cycle’ after below cost of
capital returns from refinery operations over the previous 10 years. We committed to
support our workforce, and the wider community through what would be a significant
change to our operations, and at the same time, we maintained our commitment to
continue to support the delivery of secure, competitive fuel to New Zealand.
The simplification of refinery operations at the start of 2021 created time to negotiate
new agreements with customers, which were fair for our shareholders, and gave us
time to prepare for a planned transition.
Over the past year, the Board and Leadership team have worked extremely hard to
deliver on the agreed way forward for our business, which was of course the
conversion to the import terminal model. This involved securing the necessary
lender, shareholder and customer approvals and agreements, undertaking detailed
planning to enable our change, and working closely with stakeholders to prepare for
a planned transition to mitigate the impacts of these changes on our people and
community.
After significant planning and preparations, we have this year been able to safely
shutdown the refinery and commence terminal operations as we relaunched as
Channel Infrastructure, a company that now has a strong base for long-term
sustainable operations at Marsden Point.
The Strategic Review and decision to convert our operations has involved very
significant change in our business and for our people and I want to pay tribute to the
way that the whole team have stepped up to this challenge and the professionalism
and dedication they have shown every single day – both to keeping themselves and
each other safe through this period of change and maintaining secure fuel supply for
New Zealand.
With the change to Channel Infrastructure, which successfully took place on 1 April,
we have fundamentally reset what we do, and the financial and risk profile of our
business. This reset was necessary to establish a sustainable business that has a
strong role to play in New Zealand’s fuel supply chain, long into the future.
Our customer contracts with their fixed fee and take-or-pay protection, together with
lower operating costs means we can expect significantly lower earnings volatility.
Less complex and hazardous operations mean Channel Infrastructure has lower
operational risk and significantly reduced on-going maintenance capex requirements.
And last, but certainty not least, we have reduced the Company’s exposure to the
high costs of electricity, eliminated our need for natural gas, and significantly cut our
carbon emissions, delivering a measurable impact on New Zealand’s wider climate
ambitions.
Together these measures deliver a long-term sustainable operating model allowing
us to focus on deleveraging to 3-4X Net debt to EBITDA supporting a return to
dividends for you, and to start moving forward with a focused growth strategy for the
future.
The Channel Infrastructure team has a clear direction and a path to get us there.
Shareholders, our vision is to be New Zealand’s leading fuel infrastructure company.
We are passionate about keeping New Zealand moving today and, as our energy
needs as a nation change, we are ready to meet the needs of tomorrow’s fuel and
energy markets.
To get there we have a strong plan to leverage our existing capabilities – through the
delivery of safe, reliable, low-cost operations and by embedding the high-
performance culture that we are so very proud of.
As a business, we will transform to deliver value by operating with a competitive cost
of capital while realising the real value of our infrastructure.
And, we are positioning for future growth.
We are committed to using Channel Infrastructure’s highly strategic assets and
transport energy infrastructure to support New Zealand in meeting its fuel needs
now, and in the future as those needs change and develop.
With a fundamental re-set of the business model, it was appropriate that the Board
undertook a review of existing corporate governance structures to ensure that they
are both consistent with best practice and appropriate for Channel Infrastructure
moving forward.
The Channel Infrastructure Board recognises the importance of fit-for-purpose
corporate governance practices and processes. This includes board composition, to
provide accountability to shareholders for the company’s actions and performance,
to strengthen our business culture and to strive to continuously improve our
performance and deliver returns for shareholders.
With the transition to Channel Infrastructure and an import terminal business, we
recognised the need for a different skill set on the board going forward. Therefore,
the board has commenced a refresh, appointing two new directors with skills and
experience aligned with the business, operations and strategic direction of the
company, and further increasing the diversity on the board.
With her background in chemical engineering and investment management, Anna
Molloy brings a combined skill set that is well suited for Channel Infrastructure. Andy
Holmes brings deep understanding of terminal businesses, regional fuel supply
chains, and the aviation fuel sector which will be particularly valuable.
Anna and Andy’s continued roles as directors will be voted on by shareholders later
in this meeting, and the board strongly recommends shareholders vote in favour of
the election of Anna and Andy.
John Bourke, who brought particular refining expertise to the board, stands down
from the board at this meeting. On behalf of the Board, I thank John for the insights
and experience he brought to the Refining NZ Board as the company shut down
refining operations and converted to the import terminal.
The board refresh is being undertaken as a staged transition and throughout, we will
continue to maintain a strong independent board, with 6 of the 8 directors being
independent directors – assuming shareholders approve the election of those
directors being voted on today. We will also cease the historical practice of inviting
nominations from the three customer shareholders of candidates for appointment as
directors.
In addition, we have today published a new Corporate Governance Statement, which
includes changes to our board sub-committee structure to support the board in its
oversight of financial and non-financial risks, with climate change and ESG matters
enhanced in a new board charter.
With the Corporate Governance Review now complete and changes being
implemented, it’s a natural time for new board leadership, and so I will step down
from the board later this year. I’m delighted to announce that James Miller will take
over from me as chairman of the board at that time. With James’ extensive
experience in capital markets, downstream energy sector and governance positions
within leading NZX listed companies I have no doubt I am passing the baton to the
right person.
With that, I will hand you over to our Chief Executive Naomi James.
ENDS
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Channel Infrastructure NZ Limited
Annual Meeting of Shareholders
Tuesday 10
th
May 2022 at 2.00pm
CEO Naomi James’ Allen’s address
Thank you, Simon, and on behalf of the staff at Marsden Point, I want to thank you
for your leadership of the Board over the last 7 years. In particular, I thank you for
your support and guidance for me over the past two years through a period of
significant challenge and change for our company.
Good afternoon, everyone and welcome to Channel Infrastructure’s 2022 Annual
Shareholders Meeting. It’s great that so many of you could join us online; we
appreciate the engagement of such a large number of shareholders despite the
change this year to a virtual meeting. I look forward to seeing you all in person when
we return to the hybrid format next year.
Since we last met, a lot has changed for our business, and I am proud to say that we
achieved all of our key priorities in 2021.
Our personal safety performance was excellent.
We successfully implemented the simplified refinery model from the start of the year,
which allowed us to operate cash neutral at the fee floor in an ongoing environment
of low refining margins. This created time for negotiation of new agreements with
customers and preparation for a well-planned transition to terminal operations.
As Simon has mentioned, during this time, we concluded our import terminal
services agreement negotiations with all three of our customers, as well as
successfully concluding other elements of our strategic review process, including
obtaining the approval of our lenders and shareholders with 99% voting in favour of
the conversion. This enabled the Board to take its final investment decision in
November last year to shift to import terminal operations from April this year.
In summary we operated the refinery safely and to plan, reported a disciplined
financial result in a challenging business environment, and delivered a long-term
plan to unlock the value of our strategic infrastructure assets for shareholders.
None of this could have been achieved without the superb team at Marsden Point
who have maintained their commitment to operating safely and delivering to plan
throughout the past two years despite the uncertainty and change created by the
strategic review process and the ever-changing impacts of COVID-19 on our day-to-
day lives. Our 2021 results and the progress we have made is a credit to all of our
team.
Turning now, to take a closer look at our safety and financial results.
In 2021 we achieved the significant milestone of no recordable personal safety
incidents for the second consecutive year. This is an outstanding result, particularly
given we conducted a major maintenance turnaround during the year and is a
testament to the quality of people we have working at Marsden Point.
Refinery and pipeline throughput continued to be impacted by COVID related
restrictions in 2021. Pipeline volumes were similar to the 2020 year, but around 35%
lower than 2019, which was the last year there were no travel restrictions. Outside of
the lockdown periods we saw a strong recovery in demand for gasoline and in
particular in diesel. Demand for jet fuel remained low as a result of the international
border restrictions.
While refining revenue remained at the fee floor through 2021 for the second year in
a row, reported EBITDA was up 44% relative to 2020 from the cost savings from the
simplified refinery model. Capital expenditure was flat year-on-year which is an
excellent result given 2021 included the cost of the crude distiller and CCR
maintenance turnaround.
This meant free cash flow was positive, achieving our aim of operating cash neutral
at the fee floor.
Our net debt closed the year $47 million lower. This reflected our successful equity
raise towards the end of 2021 to fund the costs of private storage, the first of our
growth opportunities at Marsden Point.
In our 2021 accounts, we recognised the accounting adjustments arising from the
conversion, with the write off of refining assets and provisions for costs associated
with the import terminal conversion recognised. A revaluation of the import terminal
assets occurred and offsets this, with net assets reported at 31 December 2021,
equivalent to $1.33 per share.
As we embarked on our strategic review and took such significant decisions to
undertake our whole-of-business changes, we had a number of important
stakeholders who we’ve brought on this journey with us, and it is to this that I would
now like to turn.
As many of you will be aware, the Government has taken a keen interest in our
transition, and the impacts it will have on New Zealand’s fuel supply chain. As the
owner of nationally strategic assets, we have worked hard to be joined up with the
New Zealand Government at every point, and that continues today. As well as
regular engagement and updates to Ministers on transition planning, The Ministry of
Business, Innovation and Employment (MBIE) recently consulted on a new Fuel
Stockholding policy, and we stand ready to support the Government and our
Customers to meet this policy when the details are finalised. We are also awaiting
final details of the BioFuels mandate, which is due to come into force in April next
year. We believe that our infrastructure will have a key role to play in supporting the
development of a BioFuels industry in New Zealand and I will talk more on this
shortly.
We have also worked hard to build a strong and respectful relationship with the
different Iwi in Northland, and I am proud that we have been able to sign new long-
term relationship agreements with Patuharakeke and Te Parawhau, at the same time
that we obtained a new 35-year resource consent for the Marsden Point site. While
we may not always agree, we are committed to working together - to understand
each other’s perspectives, identify opportunities to support local iwi plans and
priorities and to be good neighbours to our community. With that in mind, we remain
an active participant on the Northland Refinery Working Group to support regional
transition planning.
While our transition has had little impact for most New Zealanders, it was a
significant change for our fuel supply chain and for everyone that works at Marsden
Point. We have worked closely with our customers through this period, to make sure
that together, we delivered a smooth transition in New Zealand’s fuel supply chain.
As CEO, it has been a priority of mine to make sure we took our people with us on
this journey, and supported them in their own personal transitions, just as they have
supported the Company and enabled its transition to build a long-term sustainable
future. This has included comprehensive workforce transition support programs,
including providing at least six-months’ notice, and six-months’ redundancy pay, as
well as a range of programs to help our people transition to new jobs. We have also
had active engagement with unions throughout this period. Just last month, we were
pleased to welcome over 20 employers from around New Zealand and Australia for a
Careers Fair, providing our people looking for new roles with the opportunity to
engage directly with other companies looking for people with their skills.
I’m pleased to report that our conversion project work continues to track to plan.
On 13 April, we released our first quarterly conversion project update and we intend
to keep providing these updates through this year.
In our Q1 update, we confirmed that we had safely completed the refinery shutdown
to plan, despite the ongoing challenges of COVID in the community, and that we had
successfully commenced import terminal operations on 1 April.
Importantly, the conversion costs continue to track to plan, with $20 million spent at
31 March. As reconfirmed at the time of our 2021 results, we continue to expect
conversion costs to total $200 to 220 million which includes contingency.
At the same time, we have announced contracted private storage agreements with
customers for the provision of an additional 100 million litres of private storage on
our site, which involves the conversion of existing tanks at Marsden Point at a cost of
$45 to $50 million, delivering incremental revenue over 10 years of around $90
million dollars.
Shareholders, today we speak to you as a totally different business to last year.
The change to an import terminal and Channel Infrastructure on 1 April when we
launched on the New Zealand stock exchange under the new ticker code ‘CHI’ was a
significant milestone for the Company.
After 60-years of operations as New Zealand’s only oil refinery, we look back on our
past with pride, but, because of this change, we can now also look to the future with
confidence that we have a sustainable business that will continue to contribute to our
community, and New Zealand, long into the future.
Let’s now watch a short video
Channel Infrastructure is New Zealand’s leading fuel infrastructure company.
We are now well positioned for the future – let me run through the reasons why.
Our business owns and operates critical infrastructure essential to the supply of fuel
direct to New Zealand’s largest market.
Channel Infrastructure is now New Zealand’s largest transport fuels storage terminal.
Our terminal handles more fuel than the terminals of Mt. Maunganui, Wellington, and
Lyttleton... combined. We have 180 ML of shared capacity available under the
Terminal Services Agreements plus 100 ML of additional contracted private storage.
Through the Marsden Point to Auckland Pipeline and the Truck Loading Facility
adjacent to our site, our infrastructure supplies the Auckland and Northland markets,
which make up 40% of New Zealand’s fuel demand. The pipeline supplies all of the
jet fuel to Auckland International Airport. As you would expect, Jet fuel is forecast to
recover to ‘pre-COVID’ levels over the coming years as New Zealand reopens its
borders, and then continue to grow. Over the long-term, international tourism and
travel is expected to underpin long-term asset utilisation, with the shift to sustainable
aviation fuels.
We have negotiated long-term customer contracts with our three customers, which
have now commenced. The fixed and minimum fee components, and third-party
access to unutilised capacity from 2025 incentivises customer utilisation of our
terminal.
Take or pay commitments of $90-100 million per annum ‘real’ over the first six years,
together with ‘fixed’ private storage revenue supports the debt funding of conversion
costs and provides revenue security while jet fuel demand recovers post COVID. In
addition, all import terminal services fees payable by customers are indexed to PPI,
which provides us additional protection in the current inflationary environment.
As a result, we have projected stable earnings, strong cash flows and a strong
balance sheet, with a focus on deleveraging to 3x – 4x net debt to EBITDA
supporting returning to dividends for our shareholders.
The new business model means we expect to have stable earnings and significant
cash flow generation moving forward. In 2023, our first full year of terminal
operations, we expect EBITDA of between $76 and $84 million, with high conversion
of EBITDA to cash flow as a result of low ongoing capital expenditure and over $400
million of expected tax losses following conversion.
This means we can deleverage to a target of 3x to 4x Net Debt to EBITDA,
consistent with an investment grade rating which supports our dividend policy of 60-
70% of normalised Free Cash Flow with a return to dividends in 2023.
Last week we launched a retail bond offer. We are looking to raise $100 million (and
have the ability to accept oversubscriptions of up to a further $25 million). The offer,
which is open to investors resident in New Zealand and institutional investors, is of
five-year unsecured, unsubordinated, fixed rate bonds, with a minimum coupon of
5.80%. The Offer is expected to close this Friday at 11am with the interest rate also
expected to be set that day and announced on the NZX.
You should have received information on the Offer, or you can find the information,
including the product disclosure statement, on our website.
If you are interested in participating in the offer, you can contact your financial
adviser or one of the joint lead managers for more information – their details are in
the product disclosure statement.
The bond proceeds will be used to repay a portion of our bank debt and will provide
us with enhanced diversification of funding and extend our tenor.
Our balance sheet is in a strong position with significant headroom available to fund
conversion project costs and no significant maturities in the next 18 months.
One of the first actions of our new business was the release of our inaugural
Sustainability Report, Our Transition to a Sustainable Future.
The report, which is aligned with Taskforce on Climate-related Financial Disclosures
or TCFD standards more than a year ahead of mandatory reporting commencing in
New Zealand in 2023, outlines the company’s response to the impacts of Climate
Change on our business, as well as the opportunities and risks for our business from
the energy transition that is taking place in New Zealand.
The way we all respond to climate change is about more than just bringing down
emissions. It is about supporting people who are affected and doing our part to
mitigate the impact on individuals, and our community, while at the same time,
ensuring that keep fuel affordable and available for everyone.
And, crucially, the report sets measurable objectives so that we can hold ourselves
to account in the future. These targets include having at least 90% of employees
seeking new employment find new roles or be retrained within 6-months of leaving
our business. A just transition for people is not an added extra, it is a central part of
how the global community must ensure that that the impacts of the lower-carbon
future are not unfairly borne by a single community and that is why it is right that we
have such a strong focus on supporting our people who have been impacted by our
change, to find new jobs.
Our transition from refinery to import terminal operations has already delivered a
significant reduction in carbon emissions and we have set ourselves the ambitious
but achievable target of achieving net Zero Scope 1 and 2 emissions by 2030
And, we commit to utilising our infrastructure to support the decarbonisation of the
wider transport sector and facilitate customer Scope 3 emissions reduction by 2030.
We firmly believe that our infrastructure will have a key role in the decarbonisation of
New Zealand’s transport network, and we are committed to helping our customers,
suppliers, and all of New Zealand to achieve this.
Shareholders, we have been discussing a change to our business for two-years now,
since the Board commenced our strategic review with the goal of determining the
best way for our business to have a long-term and sustainable future in the face of
the most difficult operating environment in our history.
As we have always maintained, our goal has been to see a return to a situation
where the strategic assets we own are delivering a return to our shareholders.
With our transition, comes many exciting growth opportunities for our business, and
we are now well positioned to diversify and utilise our assets to support New
Zealand’s changing future fuel needs.
We have already delivered on some initial growth opportunities with the contracting
of additional private storage capacity at Marsden Point. We have additional capacity
to provide even more storage in the future, including to support the Government’s
biofuels mandate and proposed domestic inventory policy, by repurposing additional
existing tanks at Marsden Point.
The Maranga Ra solar project is another exciting opportunity that we are actively
investigating, including talking to a number of parties about this potential
development. Our interest in developing our own electricity generation through
Maranga Ra is driven from a desire to lock in secure, renewable and affordable long
term electricity supply for the operation of our terminal.
And longer term, we want to maintain optionality across the range of types of fuel
and energy Marsden Point can support in the future, which is why we are working
with Air New Zealand on their study of the potential to develop Sustainable Aviation
Fuel in New Zealand and with Fortescue Future Industries on their study looking at
the potential for hydrogen production at Marsden Point.
The second part of our growth platform is the opportunity to leverage our
independent operator capabilities across a broader asset base.
We are committed to supporting the supply of fuel that New Zealand families,
businesses, and the economy need to keep moving, and we are looking forward to
the next stage in our journey.
I will now hand back to Simon for questions, resolutions and voting.
ENDS
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