Infratil Full Year Results for the year ended 31 March 2022
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
19 May 2022
Full year results for the period ended 31 March 2022
Infratil produces record result, highlights significant investment
into high conviction sector platforms
Infratil Limited today announced a record net parent surplus of $1.17 billion for the year ended
31 March 2022 - the largest annual profit since Infratil’s establishment.
Proportionate EBITDAF of $513.9 million (before changes in the accounting treatment of SaaS
expenses) was delivered above the mid-point of guidance which was $500 million to $520 million.
Proportionate EBITDAF including the SaaS adjustment was $474.9 million, up 27.9% percent on the
previous year’s $371.2 million. The increase predominately reflects strong earnings growth from
Vodafone and an increased earnings contribution from Infratil’s new healthcare platform.
Infratil chief executive Jason Boyes said “the Tilt Renewables sale had delivered a significant gain of
over $1 billion to shareholders, but the year was most notable for the significant investment activity
across the portfolio, with proportionate capital expenditure and investment of over $1.4 billion. This
investment was spread across our key sectors - renewable energy, digital infrastructure and healthcare
- and also saw us enter new geographies, expanding our global footprint with new investments in the
United Kingdom (Kao Data) and Asia (Gurīn Energy).”
“Our strong result represents a series of past strategic decisions and execution over a number of years.
We now see significant future potential in the high-quality sector platforms we are developing across
the portfolio. Our investments in the healthcare sector are a great example, where during the year we
grew with the acquisition of three diagnostic imaging groups in New Zealand. These businesses now
sit alongside Australian based Qscan group, representing a material Australasian diagnostic imaging
platform.”
“Our healthcare portfolio is strategically compelling with strong synergy opportunities. The investment
outlook is very positive, benefitting from the long-term tailwinds of an ageing demographic and
increasing healthcare expenditure.”
“There was also considerable investment activity in our global renewables platform, as alongside the
need to rapidly decarbonise the global economy, energy security became an increasingly important
perspective in understanding renewable generation. Alongside our United States, European and
New Zealand platforms, we committed US$233 million to establish Gurīn Energy, a renewable energy
development platform headquartered in Singapore.”
Across these platforms Infratil invested almost $300 million during the year developing new renewables
projects. The majority of this was undertaken by Longroad Energy which completed the 200MW Sun
Streams 2 solar project in Arizona and the 331MW Prospero 2 solar project in Texas.
With rising global demand for connectivity, the last 12 months also saw an expansion of Infratil’s digital
infrastructure portfolio with the acquisition of 40% of London based data centre business Kao Data for
$217.9 million.
CDC Data Centres has made significant progress during the year on construction of four new data
centres, Auckland 1 & 2, Eastern Creek 4 and Hume 5. These will completed in the first half of FY2023,
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
increasing total built capacity by over 60% to 268MW, and with significant capacity already contracted
will drive immediate uplift in revenues. In addition to this, land was acquired in Melbourne during the
year that can accommodate 150MW of capacity, with development now underway.
These contributed to the increase in the valuation of Infratil’s investment in CDC to between A$2.8
billion to A$2.9 billion. Up over 30% from A$2.1 billion to A$2.3 billion at the same time last year.
Vodafone delivered a strong result, with improved trading and a disciplined approach to cost driving a
15.7% increase in EBITDAF. As the easing global pandemic allows for more international travel, the
business should also see a rebound in roaming revenues. It is continuing to drive efficiencies through
cost management initiatives and removing business complexity. Meanwhile, it signalled the possible
sale of its passive mobile tower infrastructure assets, the largest tower portfolio in New Zealand.
“Wellington Airport has come through another turbulent year, navigating numerous Covid-19 setting
changes. It is now focussed on the resumption of international travel and the ramp up of domestic
passengers and is continuing to take a cautious approach to capital deployment. We continue to see
long-term value in the asset.”
Infratil Chair Mark Tume, who yesterday announced he is stepping down from leading the Board at the
end of May, with current Board member Alison Gerry succeeding him as Chair, highlighted the financial
year’s excellent results, delivering returns to shareholders of 18.4% - continuing on years of strong
performance.
“Infratil’s after tax return since listing in March 1994 has been 18.7% per annum, and over the last ten
years the returns have averaged 21.6% per annum after tax.
“Our shareholder returns are a result of Infratil’s ability to position itself at the forefront of trends – with
Tilt Renewables a perfect example. While the realisation reflects exceptionally well in this year’s annual
result, it is testament to a clear strategy, careful planning and quality execution over the last 24 years.
It is a reminder that developing infrastructure in “idea that matters” is a slow and patient process but
can create significant value and deliver outsized returns.”
“I have great confidence that with Alison as Chair, and a very capable Board and management team,
Infratil will continue to deliver outstanding results for shareholders.”
Incoming chair Alison Gerry steps up to the role having been an independent director on Infratil’s Board
and Chair of the Audit and Risk Committee since 2014. She has had a governance career for the last
15 years and is also on the boards of ANZ Bank and Air New Zealand, Chair of Sharesies and Co-
founder of OnBeingBold.
Mr Boyes said that Infratil’s balance sheet remains strong, even after a busy 12 months of new
investments. Total available liquidity at 31 March was $1,672.6 million, including $773 million of cash.
“There is a significant pipeline of opportunities, both across our existing platforms and also as we
evaluate additional opportunities in key sectors and new geographies. We will apply a disciplined
approach to allocating capital when assessing potential investments to maintain our record of delivering
strong returns to shareholders in line with our ten-year total shareholder return target of 11-15%.”
As part of its full year results announcement Infratil has also declared a fully imputed final dividend of
12.0 cents per share, a 4.3% increase on the prior year.
Guidance for the year ended 31 March 2023 is for Proportionate EBITDAF of between $510 million to
$550 million, up 11.5% on FY2022 at the midpoint.
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
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.
The briefing will also be webcast live from https://infratil.com/for-investors/company-results/
Any enquiries should be directed to:
Mark Flesher, Investor Relations
mark.flesher@infratil.com
---
For the year ended 31 March 2022
Annual Results Announcement
Disclaimer
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (Company).
To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related bodies corporate, directors,
officers, partners, employees and agents will not be liable (whether in tort (including negligence) or otherwise) to you or any other person in
relation to this presentation.
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The
information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a
prospective investor may require in evaluating a possible investment in the Company or that would be required in a product disclosure
statement under the Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth).
This presentation should be read in conjunction with the Company’s Annual Report for the period ended 31 March 2022, market releases and
other periodic and continuous disclosure announcements, which are available at www.nzx.com, www.asx.com.au or infratil.com/for-investors/.
Not financial product advice
This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a recommendation to acquire the
Company’s securities and has been prepared without taking into accountthe objectives, financial situation or needs of prospective investors.
Future Performance
This presentation may contain certain “forward-looking statements” about the Company and the environment in which the Company operates,
such as indications of, and guidance on, future earnings, financial position and performance. Forward-looking information is inherently uncertain
and subject to contingencies outside of the Company’s control, and the Company gives no representation, warranty or assurancethat actual
outcomes or performance will not materially differ from the forward-looking statements.
Non-GAAP Financial Information
This presentation contains certain financial information and measures that are “non-GAAP financial information” under the FMA Guidance Note
on disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial
information’ published by the Australian Securities and Investments Commission (ASIC) and are not recognisedunder New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting Standards
(IFRS). The non-IFRS/GAAP financial information and financial measures include Proportionate EBITDAF, EBITDAF and EBITDA. The non-
IFRS/GAAP financial information and financial measures do not have a standardisedmeaning prescribed by the NZ IFRS, AAS or IFRS, should not
be viewed in isolation and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS, AAS or
IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities. Although Infratil believes the non-IFRS/GAAP
financial information and financial measures provide useful information to users in measuring the financial performance and condition of Infratil,
you are cautioned not to place undue reliance on any non-IFRS/GAAP financial information or financial measures included in this presentation.
Further information on how Infratil calculates Proportionate EBITDAF can be found at Appendix II.
No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.
2
Disclaimer
Infratil Annual Results Announcement 2022
3
Presenters
Jason Boyes Infratil CEO
Phillippa Harford Infratil CFO
Programme
▪Financial Highlights
▪Continuing to Evolve
▪Portfolio Overview
▪Operating Businesses
▪Financial Performance
▪FY2022 Final Dividend
▪FY2023 Guidance
▪Summary & Outlook
Infratil Results
Announcement
Investing
Wisely In Ideas
That Matter
FY2022dominated
by a number of
highly promising
new investment
opportunities and
strong results from
existing
investments
Infratil Annual Results Announcement 2022
4
Net parent surplus
$1,169.3m
Investment
Shareholder return
Proportionate EBITDAF
1,2
$513.9m
Available capital
Fully-imputed final dividend
12.0 cps
$1,412.9m
$1,672.0m
18.4%
1.Proportionate EBITDAF represents Infratil’s share of the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements,
revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive Fees.
2.Before changes in the accounting treatment of SaaS expenses
Continuing
to evolve
The Infratil logo is
made up of the
‘square symbol’. It
reflects our focus,
foresight and
ability to look for
opportunities to
invest wisely in
ideas that matter.
Infratil Annual Results Announcement 2022
5
An evolution
Annual Report
Infratil.com
Committed to sustainability
Global perspectives
Chair transition
Portfolio
Overview
High conviction
investment
approach
providing
exposure to four
significant
platforms and
geographic
diversification
Infratil Annual Results Announcement 2022
6
Digital
Infrastructure
62%
Renewables
17%
Healthcare
14%
Airports
7%
Operating Businesses
CDC Data Centres
CDC is poised to
bring significant
new capacity
online in Auckland,
Sydney and
Canberra
Infratil Annual Results Announcement 2022
Performance
▪EBITDAF for the period was A$161.2 million, A$13.9 million (9.5%) up from the prior year
▪Revenue growth was impacted by Covid-19 lockdowns, but on track to stepupin FY2023 as
customers take up capacity in existing data centres and new data centres come online
▪Weighted average lease term (including options) increased to 21.6 years (up from 14.4 years in the
prior year) reflecting demand for CDC’sdifferentiated high security facilities
▪Independent valuation of Infratil’sshare valued at A$2.78 to A$3.0 billion, up 31.3% at the midpoint
on 31 March 2021, and 4.8% up on 31 December 2021
Outlook
▪Land acquired in Melbourne during the year can accommodate 150MW of built capacity, enabling
CDC to further expand its ecosystem; additional parcels of land have also been acquired in Auckland
and Canberra
▪Construction on four new data centres, Auckland 1 & 2, Eastern Creek 4 and Hume 5, will complete
in the first half of FY2023, increasing total built capacity by over 60% to 268MW; significant new
capacity already contracted which will drive an uplift in revenue
▪FY2023 forecast EBITDAF of A$220 million -A$230 million, up 40% at the mid-point
8
Digital InfrastructureRenewablesAirportsHealthcare
Vodafone
Benefitting from a
disciplined
approach to both
costs and
operating model
Infratil Annual Results Announcement 2022
Performance
▪EBITDAF was $481.0 million including the SaaS IFRIC clarification adjustment of $29.8 million and
$7.2 million of costs incurred in relation to the potential passive mobile towers sale
▪Excluding these amounts, EBITDAF of $518.0 million was a $70.1 million (15.7%) increase on the prior
year, with improved trading and a disciplined approach to cost driving the strong result
▪Total revenue of $1,967.4 million was up 0.7% as mobile revenue grew; driven by customer experience
and network improvements. March represented the highest ever pay-monthly base
▪Fixed market continues to be challenging with new entrants testing retail price points; however, key
metrics have stabilised
▪Growth in enterprise revenue continues, driven by ICT and partnering strategy
▪Capital expenditure excluding spectrum of $291.4 million (14.8% of revenue) was focused on
expanding 4G and 5G networks, system separation from Vodafone Group and digital transformation
▪Independent valuation of Infratil’s share on $1.54 billion -$1.80 billion, reinforcing the exceptional
performance of this investment
Outlook
▪Passive mobile towers sale is progressing, with a further update expected before half year
▪FY2023 EBITDAF including SaaS expenses is forecast to be in the range of $490 million -$520 million;
On a like for like basis this represents an increase of 5% on the current year
9
Digital InfrastructureRenewablesAirportsHealthcare
Manawa
Energy
Transition to a
standalone
renewable
generation
business complete
Infratil Annual Results Announcement 2022
Performance
▪EBITDAF of $204.2 million, up from $200.2 million in the prior year
▪Adjusted EBITDAF
1
for the period was $164.4 million, a $7.7 million increase on the prior year
▪Generation production volumes across both the North and South Islands were 1,760GWh –an
increase of 3% on last year; inflows were up on FY2021’s record low, although they remained
materially lower than average
▪Successful separation and sale of the Trustpower Mass Market Retail business for $467 million
Outlook
▪Stand alone Manawa Energy business will be focused on growth though the development of new
renewable generation assets –primarily wind and solar, as well as optimising and enhancing
existing generation assets
▪Enhancement uplifts to existing generation assets currently on track to deliver more than 67GWh
per year of additional generation
▪Over 30 new solar and wind developments under active consideration, including four solar
projects in the feasibility stage
10
Digital InfrastructureRenewablesAirportsHealthcare
1.Adjusted EBITDAF is from continuing operations (therefore excludes Retail operations) and also excludes $4.2 million of costsin
relation to the establishment of Manawa Energy
Longroad
Energy
Strategic shift
away from
develop-to-sell
model towards
develop-to-own
will build scale and
enhance
competitive
position
Infratil Annual Results Announcement 2022
Performance
▪EBITDAF for the period was US$34.9 million, a US$29.7 million increase from the prior year; increased
earnings were driven by the growing operating base as projects are retained
▪Commercial operation reached on two projects, adding 530MW to the operating portfolio;
Sun Streams 2 (200MW) and Prospero 2 (331MW, 50% owned)
▪Higher pricing for renewable energy is expected to maintain the economics of developments,
offsetting supply chain impacts and cost pressures –high quality team required to executewell in
this environment
Outlook
▪Over the next three years Longroad is targeting 4.5GW of new generation and storage.On track to
deliver 1.3GW's of new projects this year, with offtake contracted for all but one of these, which is
under negotiation
▪Developing 3.2GW's of specific projects for CY2023 and 2024 to meet that three-year target; actively
negotiating offtake arrangements for half of these projects already
▪This strategic shift will require around US$5 billion in investment, ~US$500million of equity
▪Longroad has initiated a process to assess new minority investor(s) to give Longroad further
flexibility and strategic options in the future as this scale builds –further update expected before the
half year also
11
Digital InfrastructureRenewablesAirportsHealthcare
Global Renewables
Platform
Investment in early
stage renewables
businesses
positions Infratil
well for taking
advantage of the
global shift
towards renewable
energy
Infratil Annual Results Announcement 2022
A Global Platform
▪Infratil has consolidated its position as a global player in renewable energy generation and supply
▪Galileo Green Energy, and more recently GurīnEnergy have been established to follow a similar path
to Longroad Energy, developing Renewables in Europe and Asia respectively
▪Unsustainable levels of carbon emissions requiring the rapid development of renewable energy as
well as challenges to global energy security are creating an unprecedented investment opportunity
Development pipeline
▪Over the last year Galileo doubled its development pipeline to over 3.4GW across three technologies;
solar PV, onshore wind and battery storage
▪Galileo’s growth plan foresees a ramp-up to 300MW to 500MW of investable new projects per year –
first 30MW's due to reach "ready to build" in Italy this year
▪In a short period GurīnEnergy has established a pipeline of 3.9GW across Asia
▪Across its four assets Infratil has established a genuinely global footprint with activity across
26 markets and a total development pipeline of over 20GW
▪We expect to invest more in this sector over time, capitalising on our early start, both through our
existing businesses and new ones we expect to establish in the future
12
Digital InfrastructureRenewablesAirportsHealthcare
Wellington
Airport
Wellington Airport
has remained
resilient, despite
minimal
international traffic
and Covid-19
continuing to
impact domestic
passenger
volumes
Infratil Annual Results Announcement 2022
Performance
▪EBITDAF for the year was $56.8 million, up $20.8 million on the prior year
▪Passenger numbers were up 18.9% fromthe prior year, with3.5 million domestic passengers and
49,000 international passengers during the short window in which the trans-Tasman bubble
operated
▪Continued discipline in capital management and a focus on retaining the cost savings achieved in
the prior year alsocontributed to the result
▪Bank debt facilities fully refinanced, including anextension ofmaturities to 2025 and 2026 and a
reduction in overall bank facilities to pre-Covid levels of $100 million
Outlook
▪Qantas and Jetstar will shortly resume trans-Tasman routes and the airport is anticipating that
65% of pre-Covid international capacity will be operating by the end of July 2022
▪Significant capital projects in FY2023 include continuation of the Taxiway Bravo reconstruction
and work on environmental resilience projects
▪FY2023 forecast EBITDAF of NZ$65 million -NZ$70 million is driven by recovering passenger
numbers as New Zealand restrictions lift, and borders are reopened
13
Digital InfrastructureRenewablesAirportsHealthcare
Diagnostic
Imaging Platform
Infratil’s strategic
vision is to be
Australasia’s
leading provider of
radiology services,
meeting the needs
of a growing and
ageing population
Infratil Annual Results Announcement 2022
Performance
▪FY2022 EBITDAF for the diagnostic imaging platform was $125.5 million, representing a full year
contribution from Qscanand a part year from the New Zealand Group
▪Covid-19 disruption continued in both New Zealand and Australia, resulting in service restrictions
andreduced patient volumes, withQscanalso impacted by the recent flooding in Australia
▪Following the acquisition of Pacific Radiology in May 2021, Infratil has also partnered with Auckland
Radiology and Bay Radiology; creating New Zealand’s leading diagnostic imaging platform
▪Six new clinics were opened during the year; three in New Zealand and three in Australia
Outlook
▪The combined platform now employs over 270 radiologists, across 148 stand alone clinics
▪Organic synergies are already presenting across the platform, while a number ofjoint initiatives across
procurement, artificial intelligence, IT systems and teleradiology are being actively considered
▪The platform looks set for continued growth with the gradual return of volumes as the impact of
Covid-19 tapers, and further clinics are opened
▪FY2023 forecast EBITDAF of NZ$190 million -NZ$205 million driven by recovering volumes, new clinics
and a full year contribution from the New Zealand group
Digital InfrastructureRenewablesAirportsHealthcare
14
RetireAustralia
Record year of
performance as
refreshed strategy
drives resales and
new developments
are completed
Infratil Annual Results Announcement 2022
Performance
▪Underlying Profit
1
of A$56.5 million, up A$26.3 million (86.8%) from the prior year
▪Total sales of 568 villas/apartments, comprising 489 resales, an increase of 51.4% over prior year,
and 76 new sales in the year, 280% up on prior year
▪15 of its 27 villages are now operating waitlists and overall village occupancy has increased to
~95% compared to the Australian industry average of 90%
▪Despite the challenges caused by Covid-19, resident satisfaction remained stable and positive,
with 88% of residents saying they are satisfied or very satisfied with life in their village
Outlook
▪RetireAustralia is continuing to progress its near-term development pipeline, with 331 units and
22 care hub beds split across several locations at various stages of the approval process
▪Infratil, along with its partner New Zealand Superannuation Fund, have announced a strategic
review of their shareholdings in RetireAustralia, which is expected to be concluded by the end of
the calendar year
1.Underlying Profit is an unaudited non-GAAP measure used by RetireAustralia which 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
Digital InfrastructureRenewablesAirportsHealthcare
15
Financial Performance
Infratil Annual Results Announcement 2022
Financial Overview
▪Record net parent surplusof $1.17 billion driven by the completion of the Tilt Renewables sale
▪Proportionate EBITDAF$513.9 million (excluding’Software as a Service’ (‘SaaS’) expenseof
$14.8 million and including Trustpower Retail of $24.8 million), above the mid-point of the guidance
range of $500 million to $520 million
▪Proportionate EBITDAF from continuing operationsof $474.9 million, up $103.6 million
▪Accrued annual incentive fee of $99.7 million; largely reflecting the 30% uplift in value of CDC
▪Capital deployment of over $1.4 billion, including theacquisition of our New Zealand-based
Diagnostic Imaging group ($408.8 million), a 40% stake in Kao Data ($217.9 million) and significant
capital expenditure at CDC Data Centres($259.9 million) and Longroad Energy ($246.5 million)
▪Total available liquidityof $1,672.6 million available to fund growth; includes $899.6 millionof
corporate facilities, fully refinanced and extended in October 2021, and cash of $773.0 million
▪Total cash dividends of 18.5 cps for the year, an increase of 4.2% from the prior year
(11.7% increase including imputation credits)
▪Total shareholder returns of 18.4%; above the target range of 11% to 15%
Investing Wisely In
Ideas That Matter
FY2022dominated
by a number of
highly promising
new investment
opportunities and
strong results from
existing
investments
17
International
Portfolio
Incentive Fees
Performance fees
largely from the
realisation of
Tilt Renewables
and the valuation
uplift in
CDC Data Centres
Infratil Annual Results Announcement 2022
▪CDC Data Centres independent valuation valued Infratil’s investment at A$2,780 million -A$2,996 million
▪RetireAustralia independent valuation valued Infratil’s investment at A$363.1 million -A$433.1 million
▪Longroad independent valuation valued Infratil’s investment at US$158.6 million
▪The FY2022 annual incentive fee is payable in three annual tranches, with payment of the second and third
tranche being subject to the total value of the assets being maintained at the relevant date
▪Galileo Green Energy was assessed for its initial incentive fee on 31 March 2022, based on the independent
valuation there is no initial incentive fee payable
1.The hurdle rate is calculated on a daily basis compounding, and adjusted for any capital movements and distributions during the period.
2.IRR is calculated in NZD after incentive fees and calculated as at 31 March 2022.
3.No incentivefees are paid in relation to New Zealand assets, as defined in the Management Agreement.
31 March ($millions)FY2021CapitalDistributionsHurdle
1
ValuationIncentive FeeIRR
2
Annual Incentive Fee
CDC Data Centres$2,401.4 ($17.3)$13.5 ($288.3)$3,117.3 $84.8 37.9%
Longroad Energy$136.2 ($15.4)$10.6 ($16.0)$227.4 $14.1 32.8%
RetireAustralia$361.0 --($43.3)$408.8 $0.9 4.0%
$2,898.6 ($32.8)$24.1 ($347.6)$3,753.5 $99.7
Reaslised Incentive Fee
Tilt Renewables$1,317.5 -$22.3 ($53.7)$1,959.2 $122.1 35.2%
ASIP$45.6 --($1.7)$44.3 ($0.6)10.5%
$1,363.0 -$22.3 ($55.4)$2,003.5 $121.5
Initial Incentive Fee
Galileo Green Energy-($28.2)-($3.2)$26.1 ($1.0)(7.7%)
18
Dividend
FY2022 final
dividend of
12.0 cps, increased
by 4% from the
prior year
Infratil Annual Results Announcement 2022
Final Ordinary Dividend
▪A final dividend of 12 cps, up 4% on the prior year, fully imputed, with a record date of 1 June 2022
▪Dividend outlook is for continued modest cps growth, primarily reflecting the cashflows from
CDC Data Centres, Vodafone and our Diagnostic Imaging platform
▪The dividend reinvestment plan will not be activated for this dividend
Ordinary Dividend per Share Profile
0
5
10
15
20
2013201420152016201720182019202020212022
InterimFinal
19
Debt Capacity &
Facilities
With cash on hand
and undrawn bank
facilities, Infratil
has a strong
balance sheet for
further investment
Infratil Annual Results Announcement 2022
▪Upon completion of the Tilt Renewables’
disposal, Infratil fully repaid its drawn bank
debt facilities and has net cash of $773 million
at 31 March 2022
▪Infratil fully refinanced all of its bank facilities
in October 2021, improving terms and
extending maturities out to a maximum of
31 July 2026
▪31 March gearing of 9.4%, significantly below
the target range of 30%
▪Post 31 March 2022 ~$270 million will be
applied to the payment of performance fees
▪Infratil's next two bond maturities are $93.7
million of IFT190 bonds in June 2022 and
$100.0 million of IFT240 bonds in December
2022
1.Gearing calculated as total net debt / total capital based on the Infratil share price at 31 March 2022.
2.Infratilwholly owned undrawn bank facilties. Includes Core debt facilities and Term Loan debt facilities only.
Debt Maturity Profile as at 31
st
March 2022 (NZ$ million)
2
194
122
156
164
156
102
146
123
232
40
391
279
190
-
100
200
300
400
500
600
FY23FY24FY25FY26FY27FY28FY29FY30Perpetuals
Millions
BondsUndrawn Bank Debt
31 March ($millions)20222021
Net bank debt/(cash)($773.0)$328.2
Infratil Infrastructure bonds$1,163.7$1,155.2
Infratil Perpetual bonds$231.9$231.9
Total net debt$622.6$1,715.3
Market value of equity$5,972.9$5,154.7
Total capital$6,595.3$6,870.0
Gearing
1
9.4%25.0%
Undrawn bank facilties
2
$899.6$353.0
100% subsidiaries cash$773.0$13.8
Liquidity available$1,672.6$366.8
20
Infrastructure
Bond Offer
Infratil is
considering
making an offer of
8-year unsecured,
unsubordinated,
re-setting fixed
rate bonds to
New Zealand
institutional and
retail investors
Infratil Annual Results Announcement 2022
Infrastructure Bond Offer
▪Infratil Limited is considering making an offer of 8-year unsecured, unsubordinated, re-setting fixed
rate bonds (Bonds) to New Zealand institutional and retail investors
▪It is expected that the interest rate on the Bonds will be fixed for the first four years and then reset in
June 2026 for a further period of four years
▪The offer will likely comprise two separate parts:
▪A “Firm Offer” expected to open on 26 May 2022, which will be available to clients of the Joint
Lead Managers, approved financial intermediaries and other primary market participants invited
to participate in the bookbuild. The Firm Offer is expected to close on 2 June 2022, followed by a
bookbuild process to set the interest rate on the Bonds
▪An “Exchange Offer” expected to open on 3 June 2022 (immediately following the Firm Offer),
under which all New Zealand resident holders of the IFT190 bonds that mature on 15 June 2022
will have the opportunity to exchange some or all oftheir maturing bonds for Bonds
▪Investors can register their interest in the offer by contacting a Joint Lead Manager or their usual
financial adviser. Indications of interest will not constitute an obligation or commitment of any kind
▪No money is currently being sought and applications for the Bonds cannot currently be made. If
Infratil offers the Bonds, the offer will be made in accordance with the Financial Markets Conduct Act
2013 as an offer of debt securities of the same class as existing quoted debt securities. The Bonds are
expected to be quoted on the NZX Debt Market
21
FY2023 Guidance
Proportionate
EBITDAF in the
range of
$510 -$550
million, which at
the midpoint is up
11.6% on a like for
like basis
Infratil Annual Results Announcement 2022
FY2023 Guidance
▪FY2023 Proportionate EBITDAF guidance range set at $510 million –$550 million
▪Key guidance assumptions include:
▪CDC Data Centres EBITDAF of A$220 million -A$230 million (Infratil’s share 48.1%)
▪Vodafone EBITDAF of $490 million -$520 million (Infratil’s share 49.9%)
▪Manawa Energy EBITDAF of $137 million –$156 million (Infratil’s share 51.0%)
▪Diagnostic Imaging EBITDAF of $190 million -$205 million (Infratil’s share 50.5% -56.3%)
▪Forecast AUD/NZD 0.9247, USD/NZD 0.6878, EUR/NZD 0.6203, and GBP/NZD 0.5249
▪Guidance is based on Infratil management’s current expectations and assumptions about the trading
performance, is subject to risks and uncertainties, and dependent on prevailing market conditions
continuing throughout the outlook period
▪Guidance is based on Infratil’s continuing operations and assumes no major changes in the
composition of the Infratil investment portfolio. It excludes the impact of any potential Vodafone
towers transaction, the strategic review ofRetireAustralia and one month of Manawa Retail
▪Trading performance and market conditions can and will change, which may materially affect the
guidance set out above
22
At Infratil, we
believe that
Infrastructure
underpins the
abilities of
communities to
grow, society to
function and
economies to
thrive
Infratil Annual Results Announcement 2022
23
Summary & Outlook
Appendices
For the year ended 31 March 2022
Annual Results Announcement
Share Price
Performance
Infratil continues
its track record of
outstanding
returns
Infratil Annual Results Announcement 202225
Accumulation Return
1
PeriodTSR
1 Year18.4%
5 Year28.0%
10 Year21.6%
Inception –28 years18.7%
APPENDIX ONE
6.50
6.70
6.90
7.10
7.30
7.50
7.70
7.90
8.10
8.30
8.50
31/0330/0431/0530/0631/0731/0830/0931/1030/1131/1231/0128/0231/0330/04
Infratil Share Price
1.Accumulation returns are to 31 March 2022 based on a closing share price of $8.25, the calculation assumes that shareholders reinvest
dividends on the day they are earned, and participates in any rights offerings.
▪Operating revenue reflects a full year of Qscan
Group, a part year of Pacific Radiology Group
and increased earnings from Vodafone and
RetireAustralia
▪Incentive fees largely from the sale of
Tilt Renewables and a 30% increase in the
valuation of CDC Data Centres
▪Increase in depreciation & amortisation and net
interest primarilydue to the addition of
Qscan Group and the Pacific Radiology Group
▪Increased tax expense is largely due to
Manawa Energy derivative movements and the
addition of Qscan Group and the Pacific
Radiology Group, partially offset by Corporate
▪Realisations and revaluations reflect positive
movements in electricity derivatives and
property valuation uplifts at Wellington Airport
and Infratil Infrastructure Property, partially
offset by interest rate swap movements
▪Discontinued operations relate to
Tilt Renewables and Trustpower’s Retail
business, and includes the $1,136.8 million gain
on the sale of Tilt Renewables
Infratil Annual Results Announcement 2022
26
1.Discontinued operations represent businesses that have been divested, or
businesses which will be recovered principally through a sale transaction
rather than through continuing use
31 March ($millions)20222021
Operating revenue$1,129.1 $590.8
Operating expenses($610.7)($257.1)
Operating earnings$518.4 $333.7
International Portfolio incentive fees($221.2)($223.1)
Depreciation & amortisation($91.4)($60.4)
Net interest($159.5)($137.2)
Tax expense($22.6)$9.7
Realisations and revaluations$82.2 ($24.6)
Net surplus/(loss) continuing$105.9 ($101.9)
Discontinued operations
1
$1,125.8 $85.9
Net profit after tax$1,231.7 ($16.0)
Minority earnings($62.4)($33.2)
Net parent surplus$1,169.3($49.2)
Financial Summary
Record net parent
surplus of
$1.17 billion driven
by the completion
of the Tilt
Renewables sale
APPENDIX TWO
▪CDC uplift from take-up of capacity in existing
data centres
▪Vodafone is continuing to benefit from cost-
outs and efficiency gains
▪Wellington Airport saw traffic recovery for a
period, before Covid restrictions reversed that
trend
▪Longroad uplift reflects the commissioning of
material solar projects and full year contributions
from El Campo, Little Bear, and Prospero I
▪Full year contribution from Qscan Group and a
part year from the Pacific Radiology Group
▪Corporate expenses reflect increased
management fees driven by Infratil share price
appreciation and higher other corporate costs
▪‘Software as a Service’ relates to the recent IFRIC
change in accounting treatment (from being a
depreciable asset to an expense item)
Infratil Annual Results Announcement 2022
27
31 March ($millions)20222021
CDC Data Centres$82.2 $75.8
Vodafone$243.8 $217.9
Kao Data($1.5)-
Manawa Energy$83.9 $79.9
Longroad Energy$15.1 $0.1
Galileo Green Energy($5.4)($3.6)
GurīnEnergy($6.0)-
Diagnostic Imaging$66.8 $11.0
RetireAustralia$16.9 $10.4
Wellington Airport$37.3 $23.7
Corporate & other($58.2)($44.1)
Proportionate EBITDAF
1
$474.9$371.2
Trustpower Retail$24.2$22.2
Software-as-a-Service expense$14.8$5.5
Adjusted EBITDAF$513.9$398.9
Proportionate
EBITDAF
EBITDAF uplift
reflects continued
resilience across
the portfolio and
uplifts from
Diagnostic
Imaging
1.ProportionateEBITDAFrepresentsInfratil’sshareoftheconsolidatednetearningsbeforeinterest,tax,depreciation,amortisation,
financialderivativemovements,revaluations,gainsorlossesonthesalesofinvestments,andexcludesacquisitionorsalerelated
transactioncostsandtheimpactofInternationalPortfolioIncentiveFees.CDCEBITDAFexcludesRMSpaymentstomanagement
shareholders.Accruedpaymentsunderthisschemeareincludedinnetexternaldebt.
APPENDIX THREE
Capital Expenditure
& Investment
Significant new
investment into
Infratil’s high
conviction
platforms will see
Infratil well placed
to take advantage
of growth in these
segments
Infratil Annual Results Announcement 202228
1.The table shows Infratil’s share of the investment spending of investee companies. In a period where Infratil acquires a new
investment, the consideration paid is shown as the investment for that period. Subsequently, capital expenditure of the investee
company would be presented.
▪CDC Data Centres’ ongoing construction of H5,
EC4, AKL1 and AKL2 totalling 104MW
▪Vodafone ICT capability growth and continued
expansion of 4G and 5G into the regions. In the
year 5G was introduced to
Manawatu/Whanganui and the Bay of Plenty
▪Growth capital projects suspended at
Wellington Airport, however, safety and
resilience capital works are tracking well
▪After pausing development for a period last
year, RetireAustralia now has construction
underway at four sites
▪Longroad Energy completed construction of
530MW of solar projects in the period in
Arizona and Texas, and started construction on
26MW in Maine
▪Acquisition of stakes in Pacific Radiology,
Auckland Radiology, Bay Radiology, and
Kao Data, and initial investment into Gurīn
Energy in the period
31 March ($millions)20222021
CDC Data Centres$259.9 $119.3
Vodafone$177.9 $120.9
Manawa Energy$23.6 $18.6
Tilt Renewables-$247.3
Longroad Energy$246.5 $325.9
Qscan Group$13.8 -
RetireAustralia$26.1 $29.8
Wellington Airport$11.7 $23.1
Other-$12.5
Capital Expenditure$759.5$897.4
Kao Data$217.9 -
Gurīn Energy$8.3 -
Pacific Radiology Group$408.8 -
Qscan Group-$309.6
Galileo$13.8$11.8
Clearvision$4.6$11.0
Infratil Investments$653.4 $345.4
Total Capex & Investment$1,412.9 $1,229.8
APPENDIX FOUR
NPAT to
Proportionate
EBITDAF
Infratil Annual Results Announcement 202229
31 March 2022 ($millions)20222021
Net profit after tax (‘NPAT’)1,231.7
(16.0)
Less: Associates
1
equity accounted earnings(268.5)
(182.6)
Plus: Associates
1
proportionate EBITDAF347.4
300.5
Less: minority share of Subsidiary
2
EBITDAF(158.0)
(97.5)
Plus:share of acquisition or sale-related transaction costs35.5
16.9
Net loss/(gain) on foreign exchange and derivatives(68.0)
56.4
Net realisations, revaluations and impairments(14.2)
(31.8)
Discontinued operations(1,125.8)
(85.9)
Underlying earnings(20.0)
(39.9)
Plus: Depreciation & amortization91.4
60.4
Plus: Net interest159.5
137.2
Plus: Tax22.6
(9.7)
Plus: International Portfolio Incentive fee221.2
223.1
Proportionate EBITDAF
474.9371.2
Add: Trustpower Retail Proportionate EBITDAF24.222.2
Add:Software-as-a-Service expense$14.8$5.5
Adjusted EBITDAF
513.9398.9
1.Associates include Infratil’s investments in CDC Data Centres, Vodafone NZ, Kao Data, RetireAustralia, Longroad Energy, and Galileo
Green Energy.
2.Subsidiaries include Infratil’s investments in Manawa Energy, Qscan Group, Pacific Radiology Group, Wellington Airport and Gurīn
Energy.
APPENDIX FIVE
Proportionate EBITDAF is an
unaudited non-GAAP (‘Generally
Accepted Accounting Principles’)
measure of financial
performance, presented to
provide additional insight into
management’s view of the
underlying business
performance.
Specifically, in the context of
operating businesses,
Proportionate EBITDAF provides
a metric that can be used to
report on the operations of the
business (as distinct from
investing and other valuation
movements).
Movements in
Wholly Owned
Group Net Bank Debt
The Wholly Owned Group
comprises Infratil and its wholly-
owned subsidiaries and excludes
Manawa Energy, Tilt Renewables,
Wellington Airport, Qscan
Group, Pacific Radiology Group,
GurīnEnergy, CDC Data Centres,
Vodafone NZ, RetireAustralia,
Longroad Energy, Kao Data and
Galileo Green Energy
Wholly Owned Net Bank Debt
comprises the drawn bank
facilities (net of cash on hand) of
Infratil’s wholly owned
subsidiaries
Infratil Annual Results Announcement 202230
31 March 2022 ($millions)
Opening Wholly Owned Net Bank Debt –1 April 2021(328.2)
Manawa Energy dividends56.7
Tilt Renewables special dividend16.1
Clearvision dividends1.7
Vodafone NZ distributions and shareholder loan interest payments37.2
CDC distributions and shareholder loan interest payments13.4
Longroad Energy distributions and capital return54.0
Annual Incentive Fee (FY2020 Second and FY2021 First Instalment)(116.2)
Net interest(61.2)
Other operating cashflows(68.4)
Sale of Tilt Renewables1,959.3
Sale of ASIP44.8
Receipt of NZ Bus depot contingent consideration16.1
IFT FY2021 Final dividend & FY 2022 Interim dividend(121.8)
IFT220 bond maturity(93.9)
IFT310 bond issue101.2
Pacific Radiology investment(408.8)
Kao Data investment (217.9)
Other investing and financing cashflows(111.1)
Closing Wholly Owned Net Bank Debt/(Cash)773.0
Longroad Energy(58.7)
CDC Data Centres(17.4)
GurīnEnergy(8.3)
Galileo Green Energy(13.8)
Other(12.9)
Net other investment & financing cashflows(111.1)
APPENDIX SIX
---
1
Annual Report 2022
Investing wisely
in ideas that matter
1
1
Infratil
Annual Report
2022
Contents
Portfolio Overview4
Financial Highlights5
Directors6
Report of the Board Chair8
Report of the Chief Executive12
Management16
Sustainability Strategy20
Tackling the Threat of Climate Change 22
Financial Trends and Performance 26
Shareholder Returns and Ownership32
Bondholders 33
Infratil’s Businesses
Renewable Energy38
Digital Infrastructure52
Healthcare68
Airports76
Financial Statements81
Corporate Governance147
Directory 163
23
We believe that infrastructure
underpins the abilities of
communities to grow, society to
function and economies to thrive.
We anticipate the systems and assets needed to
connect people to places, sustainable resources and
the services of modern life.
We use our proven judgement and experience to invest
in bold infrastructure that will stimulate sectors,
invigorate communities and reward our investors over
the longer-term. This purpose speaks to our foresight to
look for opportunities to shift the present.
Evolution of our symbol
The Infratil logo is made up of the
‘square symbol’. It reflects our
focus, foresight and ability to
look for opportunities to invest
wisely in ideas that matter.
It is an evolution of our original
network symbol, simplifying
it down for longevity to four
vibrant colours.
The framing symbolises Infratil’s
ability to focus on ideas that are
the building blocks of modern
societies.
45
Portfolio
Overview
Financial
Highlights
Airports
Our assets
Our assets represent
a unqiue portfolio of
high conviction positions,
diversified by geography,
across four growth sectors.
Net parent surplus
$1,169.3
million
Proportionate capital
expenditure 2
$1,412.9
million
Cash dividend declared
12.00cps
4.67 cps imputation
Share price
$8.25
Market capitalisation
$6.0
billion
Proportionate EBITDAF 1
$ 474 . 9
million
Net debt 3
$622.6
million
Shareholder returns 4
$18.4%p.a.
1 EBITDAF is a unaudited 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, acquisition or sale-related
transaction costs and management incentive fees. A reconciliation of net profit after tax to Proportionate EBITDAF is provided in the 31 March 2022 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.
4 Shareholder returns are one-year returns assuming that Dividends are invested on date of payment.
CLEARVISION
Renewable EnergyDigital InfrastructureHealthcare
67
Directors
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 regard
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 147 - 152 of this report.
Mark Tume
Mark joined the Infratil board as an
independent director in 2007 and was
appointed Chair in 2013. Mark is Chair of
the Nomination & Remuneration, and
Management Engagement 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
Jason is Chief Executive of Infratil and
joined the board in April 2021.
“As Chief Executive 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
Alison joined the Infratil board as an
independent director in July 2014. Alison is
Chair of the Audit & Risk committee, and a
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
Paul joined the Infratil board as an
independent director in December 2012.
Paul is a 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
New Zealand and Australia. In London
I manage investments in similar fields to
Infratil’s, but often with more development
risk. Achieving the best outcome requires
the best from people. The focus on
performance and people is consistent
with what I see at Infratil.”
Kirsty Mactaggart
Kirsty joined the Infratil board as an
independent director in March 2019.
Kirsty is a member of the Audit & Risk and
Management Engagement committees.
“I have over 25 years of financial market
experience across multiple countries and
sectors. My transactional experience as a
banker, and governance focus as an
investor, are applied to ensure the
manager delivers for all Infratil
stakeholders.”
Peter Springford
Peter joined the Infratil board as an
independent director in November 2016.
Peter is a 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.”
89
Report of the
Board Chair
Mark Tume
Infratil’s 2022 financial year was
dominated by excellent results and
a number of highly promising new
investment opportunities,
delivering returns to shareholders
of 18.4%. These were achieved
despite an increasingly volatile
world with the ongoing pandemic,
rising economic pressures,
continuing climate volatility, and -
who would have thought - war in
Europe.
In recent months, capital markets have
been adjusting to multiple economic,
political and social challenges. But as
unpredictable as the world currently is,
recent events in no way reduces the high
conviction we have in Infratil’s long-term
investment strategy. If anything, the
turmoil and disruption reinforces our
belief in continuing global demand for
infrastructure.
The world is trending to a more nationalist
setting as states shift away from the
interdependence that dominated since
the late-1980s. Globalisation seems to
have peaked as countries look to join
like-minded blocs not dissimilar to the
Cold War divisions. Individual states are
reviewing their own infrastructure with a
view to protecting themselves from an
over reliance on others. Nowhere is this
more palpable than watching Western
Europe moving to decouple from its
reliance on Russian oil and gas. But what
we see in that sector and region is also
playing out across other regions and
sectors, including digital and healthcare
infrastructure.
For the last decade, many viewed the
renewables investment proposition as a
response to climate change and the need
to decarbonise. While that remains a core
consideration – as the latest
Intergovernmental Panel on Climate
Change (‘IPCC’) report makes abundantly
clear - renewable energy is also
increasingly important from an energy
security perspective, as countries focus
on their need for less reliance on energy
imports and more self-sufficiency. New
domestically-located renewable
generation strengthens energy security,
reduces reliance on fragile supply chains,
and boosts clean energy generating
capacity to replace fossil fuels.
The security and integrity of digital
services are also increasingly front of mind
across the world. Before the recent
international ructions, Covid-19 had
highlighted the role digital technologies
play in supporting people and building
resilience to unexpected events. We are
seeing governments take a hands on
approach in considering the adequacy of
secure digital infrastructure – secure
connectivity and adequate data storage -
to support faster innovation, increased
capacity, efficiency, and economies
of scale.
As the board and management have
outlined in presentations and reports over
the past few years, Infratil works to be
ahead of the pack in investing in long-term
mega trends – which is driving our focus
on the digital infrastructure, renewables
and healthcare sectors. What is occurring
across the world has reinforced the
robustness of our investment thesis.
These three sectors are especially
attractive in inflationary environments,
and often less correlated with what is
occurring elsewhere in the general
economy.
The investment returns which accrue to
shareholders from being at the forefront of
trends is well illustrated by the Tilt
Renewables sale. While the sale reflects
exceptionally well in this year’s annual
result, it is testament to a clear strategy,
careful planning and quality execution
over the last 24 years. The fact it took over
two decades for realisation to occur is a
salient reminder of how we prefer to
operate.
Developing infrastructure is a slow and
patient process. While annual revenues
and cashflow are very important, taking a
long-term approach to value creation is
key to delivering outsized returns. It takes
time to transform an “idea that matters”
from a single asset into a wider next
generation platform with strong long-term
value creation potential.
We sold our investment in Tilt Renewables
for $2 billion; the transaction completing
in August. The over $1 billion gain on sale
reflects a series of decisions starting in
1994. A clear strategic view, active asset
management, and a deep understanding
of risk, across the full life-cycle of projects
and operations, culminated in an excellent
result for shareholders.
We often celebrate the big deals, be it a
significant purchase or the Tilt sale. What
is not as obvious is the amount of effort
that goes into deals which we do not end
up transacting. There are deals we work
very hard on, both as a management team
and board, expending a lot of time and
money, but ultimately do not complete.
“Developing infrastructure is a slow and patient
process. While annual revenues and cashflow
are very important, taking a long-term
approach to value creation is key to delivering
outsized returns. It takes time to transform an
“idea that matters” from a single asset into a
wider next generation platform with strong
long-term value creation potential.“
1011
Part of Infratil’s competitive advantage is
its ability, as a company, to pull together
many threads in what is often very short
spaces of time. The management team
produces top rate analysis and insights on
complex businesses and transactions, and
presents them in a manner which is
digestible. It leads not only to great rigour
from the board but also to good decisions.
A major deal will also create related
work-streams - such as negotiating a next
level funding facility, whether there is
merit in an equity raise, and can these be
executed within the deal window. When
we do not transact it will be because we
back our process, maintain our very strong
value discipline, but cannot meet vendor
expectations.
The Intellectual Property we develop in
non-completed deals is of tremendous
value. Throughout my time on Infratil’s
board, we have been adept at making
early stage investments into poorly
understood sectors based on disciplined
investment analysis. We have a clear
strategy guiding us. We back our team, we
back our research, and we back our
discipline. Our results suggest that we get
it right more often than not. I am
immensely proud of our combined
- board and management - performance
in this regard.
The strength of our bench was apparent as
we transitioned to a new chief executive,
with Jason Boyes taking over from Marko
Bogoievski on 1 April 2021. It was a
demonstration of the capability of Infratil’s
manager, Morrison & Co, and Jason, that
such a change took place amid a busy and
volatile period with no drop off in
performance and continuing excellent
results. We have noted on many occasions
the confidence we have in the ability of
our management to keep Infratil at the
forefront of next generation assets. Our
outperformance – 28 years of over 18%
after tax returns per annum – bears
testimony to that.
Over the last 12 months, the Infratil board
and management team have been
formalising our sustainability vision for
the business together with long-term
environmental, social and governance
(‘ESG’) objectives. It also includes a series
of ESG medium-term targets and outlines
the expectations we have for our portfolio
companies. We are focussed on ensuring
that Infratil is financially resilient to the
physical and transitional impacts of
climate change, and committed to
reporting to stakeholders in line with the
recommendations of the Taskforce for
Climate-related Financial Disclosures.
If this sounds familiar to Infratil
shareholders, that is because the
Company’s business has been investing
in clean, renewable energy, sustainable
transport platforms and identifying the
emergence of digital infrastructure to
facilitate connection. These ‘ideas that
matter’ are at the leading edge of
sustainability but also demonstrate
significant value potential. To be
successful, we must show to the people
who invest with us, those who use our
services, and to the communities we live
with, how we are contributing to good
ESG outcomes.
The year is also seeing some transition
on our Board. Catherine Savage left the
Board in January. She made a substantial
contribution and brought a fresh
perspective over an extremely busy
period, including the CEO leadership
transition, dealing with a takeover offer,
and through an investment period
involving some significant acquisitions
and realisations. I have also announced
I will be stepping down as Chair from
30 May 2022 but remain as a director as
part of our transition. Incoming chair
Alison Gerry steps up to the role having
been an independent director on Infratil’s
Board and Chair of the Audit and Risk
Committee since 2014.
It is pleasing to be stepping down in a
year when Infratil was acknowledged as
New Zealand’s Company of the Year in the
Deloitte Top 200 awards. From Infratil’s
beginnings as one of the world’s first listed
infrastructure funds with a minority stake
in Trustpower, we are now a global
infrastructure investor with a diverse
portfolio across digital infrastructure,
renewables, social infrastructure and
transport in multiple jurisdictions.
It has been a huge honour to have you
place your trust in me, allowing me to be
part of a company that has delivered so
much to shareholders while owning and
developing high quality assets which bring
benefits to the communities they serve. I
have great confidence that the new Chair,
reshaped board and Infratil’s management
will continue to deliver outstanding results
through multiple market cycles for
shareholders.
“These ‘ideas that matter’ are at the leading
edge of sustainability but also demonstrate
significant value potential. To be successful, we
must show to the people who invest with us,
those who use our services, and to the
communities we live with, how we are
contributing to good ESG outcomes.”
The 200MW Sun Streams 2 solar project, Arizona
Mark Tume
Chair
1213
Report of the
Chief Executive
Jason Boyes
I am very happy to be writing
this to you after my first year
as CEO of Infratil.
In reviewing Infratil’s last
12 months, the highs of our best
ever one-off result – the sale of
Tilt Renewables for a gain of over
$1 billion – stands out. This
saw Infratil deliver a Net Parent
Surplus of $1,169.3 million,
which accompanied
Proportionate EBITDAF for
the year of $474.9 million.
Alongside those returns for shareholders,
this year has seen significant new
investment activity with overall investment
of over $1.4 billion across opportunities in
our key sectors of renewable energy,
digital infrastructure and healthcare.
Our healthcare portfolio expanded with
the acquisition of three diagnostic imaging
businesses to go with the 2020 purchase
of Qscan, one of Australia’s largest
diagnostic imaging businesses. With
Pacific Radiology, Auckland Radiology and
Bay Radiology, we now also lead that
market segment in New Zealand.
Our healthcare portfolio is strategically
compelling with strong synergy
opportunities. The investment outlook is
very positive, benefitting from the
long-term tailwinds of an ageing
demographic and increasing healthcare
expenditure. Sophisticated diagnostics, in
particular, exhibit predictable volume
growth and is supported by stable funding
regimes and barriers to entry. Revenues
are, therefore, highly defensive and
growing. A feature of these acquisitions
has been the continued participation of
existing doctor shareholders and
management, generating incentives to
drive the continued growth of these
companies.
We see significant opportunities for
further growth, with additional
investments possible to create a
meaningful Australasian healthcare
platform with a number of adjacent
opportunities. We expect this sector to
deliver attractive mid-teens equity returns
for Infratil shareholders.
There was considerable investment
activity in Infratil’s global renewables
platform in a year which, as Mark Tume
notes in his report, energy security
became an increasingly important
perspective in understanding renewable
generation. Longroad Energy, our United
States joint venture with the New Zealand
Superannuation Fund, now has a
substantial development pipeline of new
wind and solar generation underway.
Galileo in Europe likewise has a busy
period of development ahead. In
September, we announced Infratil’s
commitment of US$233 million to
establish Gurīn Energy, a renewable
energy development platform
headquartered in Singapore.
Gurīn will focus on greenfield renewable
projects across Asia where there is a
significant opportunity to enter markets
which are following a ‘transition to
renewables’ roadmap laid out by Europe
and North America a decade earlier. The
region is characterised by combined
tailwinds of demand growth, a growing
commitment at national levels to
decarbonisation, an increasing desire to
reduce dependency on imported fuels,
and to build self-sufficiency and security
of supply. The breadth of the Asian market
allows us to diversify our risk profile, both
from geographic and technology
perspectives.
Investor demand for these sorts of assets
is only increasing. Manawa Energy,
formerly Trustpower, has sold its retail
business to Mercury to refocus on
developing new renewable generation
capacity to help meet the anticipated
significant increase in demand for
electricity to contribute towards
New Zealand’s climate targets. It is
currently New Zealand’s fifth largest
electricity generator with 26 hydro power
schemes and a total installed capacity of
498MW.
Just as energy security is increasingly
important in a volatile world, so too is
digital security. With global demand for
connectivity continuing to rise, the last 12
months saw further expansion of Infratil’s
digital infrastructure portfolio to build on
our successful data centre platform in
Australia and New Zealand.
In October we announced the
commitment of £120-130 million of growth
capital for a 40% stake in London data
centre business, Kao Data. The aim is to
build Kao Data into a £500 million
multi-site data centre platform in the
medium term. It currently owns a 15-acre
data centre campus in Harlow powered by
100% renewable energy and has acquired
two more prime location data centres. Kao
Data’s technically advanced data centres
are designed to meet specialist high-
performance computing requirements -
it houses NVIDIA’s Cambridge-1, the most
powerful supercomputer in the United
Kingdom.
“Our healthcare portfolio is
strategically compelling with
strong synergy opportunities.
The investment outlook is very
positive, benefitting from the
long-term tailwinds of an ageing
demographic and increasing
healthcare expenditure.”
1415
CDC Data Centres (‘CDC’) continued to
demonstrate considerable value potential.
As at 31 March 2022, its most recent
independent valuation saw a 30% increase
in the value of our investment in CDC from
12 months previously. Infratil’s 48.1%
investment in CDC is now valued at
between A$2.8 billion to A$2.9 billion. The
valuation increase reflects construction
nearing completion, the pipeline of
development and strong customer
interest in CDC’s services.
CDC currently has four data centres under
construction in Auckland, Canberra and
Sydney. It recently announced expansion
to Melbourne. This, along with CDC’s track
record and customer demand, is providing
strong confidence in the medium-term
growth outlook.
Vodafone has been performing well on its
path to become one of the lowest cost
and most efficient telecommunication
providers in New Zealand. As the easing
global pandemic allows for more
international travel, the business should
see a rebound in roaming revenues. It is
continuing to drive efficiencies realised
through cost management initiatives and
focusing on removing business
complexity. Meanwhile, it signalled the
possible sale of its passive mobile tower
infrastructure assets. It currently has the
largest tower portfolio in New Zealand,
covering 98% of the population.
Wellington Airport has endured another
tough year. Repeated changes to
pandemic settings and the emergence of
Delta and Omicron were, as you are
aware, damaging across the aviation and
tourism sectors. With its high level of
domestic business traffic and lower
reliance on the international visitor market,
Wellington Airport’s results are more
robust than its peers in the sector. A return
to pre-Covid-19 levels of passenger traffic
and revenues is dependent on how the
pandemic recovery unfolds over the next
financial year. Nonetheless, we continue
to see good long-term value outlooks for
the asset, particularly in an inflationary
environment. It remains on track to deliver
a 30% reduction in operational carbon
emissions by 2030. Its carbon emissions
target is an absolute target, which means
it will reduce emissions irrespective of its
footprint or the number of passengers
serviced.
Infratil’s balance sheet remains strong,
even after a busy 12 months of new
investments, giving us the flexibility to
fund growth investments across our
existing portfolio companies and to take
advantage of new acquisition
opportunities. There is a significant
pipeline of opportunities, both across our
existing platforms and also as we evaluate
additional opportunities in key sectors and
new geographies. Morrison & Co is
supporting Infratil’s increasingly global
focus, opening offices in New York and
Singapore in the last year, alongside its
offices in London, Australia and
“Together our investments are
increasingly demonstrating our
global commitment to sustainability
and climate change.”
It also couldn’t go without mention,
that after more than a quarter of a
century at Infratil, Tim Brown formally
retired from his day-to-day
responsibilities on 30 November.
Over the years, Tim became one of
Infratil’s most recognisable faces and
made an immeasurable contribution to
its success and reputation. He joined in
September 1994, when Infratil’s market
capitalisation was roughly $51 million.
He retired with Infratil’s market cap
having reached an all-time high at over
$6 billion - a feat that we are sure,
would have seemed astonishing at its
inception. Through this period, Infratil
also became the largest issuer of
unrated bonds in New Zealand, with
a current total of $1.4 billion of bonds
on issue.
Tim developed a formidable following
at the annual Infratil retail roadshow,
wowing audiences and developing a
strong following. He is an engaging
storyteller and had authored all of
Infratil’s annual and interim reports over
the past 27 years, along with regular
shareholder newsletters and
operational updates to the market. He
did so in a distinctive manner which
achieved the writer’s grail of being
(mostly) decipherable, interesting and
informative. He had a special ability to
provide stakeholders with the thesis for
Infratil’s new investments and then take
them on the journey as those
investments progressed. Although his
penchant for throwing in the odd word
such as “ineluctable” kept everyone on
their toes – a trait his peer reviewers
were never able to quash!
Tim was also Infratil’s government
relations representative – for which
there have been many discussions,
including campaigning for commercial
development at Whenuapai to become
a regional airport to serve the
northwest of Auckland, the Wellington
Airport runway extension proposal, and,
of course, the more recent and
contentious debates on the climate
change challenge and the merits and
dynamics of an emissions trading
regime.
On top of all of this, it should come as
no surprise to anyone that Tim was an
exceptionally encouraging and
enthusiastic colleague. Tim always had
time for his colleagues, always had a
good story to tell, and was always the
first person up for a debate or robust
conversation. We wish him very well in
whatever his next endeavours may be.
“
New Zealand. Morrison & Co now has over
150 employees, more than half of whom
are investment professionals. A far cry
from the 40 or so staff when I joined.
None of that growth has changed our
investment methodology. We will continue
to apply a disciplined approach to
allocating capital when assessing potential
investments to maintain our record of
delivering strong returns to shareholders in
line with our ten-year total shareholder
return target of 11-15%.
Together our investments are increasingly
demonstrating our global commitment to
sustainability and climate change. It is a
key aspect in our ESG framework, which
Infratil has now formalised to report on
each year. It is the right thing to do – for
communities we serve, for the
environment, for our people and for our
shareholders. Capital markets are
increasingly demanding it with
investments meeting ESG benchmarks
attracting higher volumes of interest and
capital inflows, as investors look to reduce
their exposure to less sustainable
investment classes and sectors.
Sustainable approaches to the
environment, society and our governance
are critical at all levels of our business and
operations.
The year is also notable for Chair Mark
Tume’s stepping down from that role
although he will remain as a director for a
period. His tenure began in 2007 and he
has helped to oversee a period of
remarkable growth and excellent returns
for shareholders. One of the strengths of
this Company is its high-quality Board.
They consistently provide a clear strategic
direction, pose challenging questions, and
demand excellent execution from the
management team. While I have been
Chief Executive for only a year, I have
worked with Mark and the Board he has led
for over a decade, and their collective
excellence in governance has been a
major contributor to the development of
the Company and the returns enjoyed by
our shareholders.
Leading a global infrastructure investor
through the disruptive lows of a global
pandemic has been a challenge. Of
course, the real work is done within our
platforms, and you’ll see from their
individual reports they’ve all had their fair
share of headwinds and of course
successes. Even setting aside the
extraordinary outcome from the Tilt
Renewables sale, the resilience of this
year’s underlying result is a testament to
their hard work, and the diversified nature
of our portfolio.
Jason Boyes
Chief Executive
Ordinarily, as an incoming chief executive
I would have spent a considerable amount
of time meeting shareholders, and visiting
each of our global platforms, directly
gauging perceptions of the Company and
its performance, meeting staff and
managers across the Company.
Much of the year and, especially many
long nights, have instead been spent on
video calls to staff in Europe, Asia and
North America, and investors around the
world. This is not a woe, it is my reflection.
My sympathies lie with those looking for
shrewd, insightful analysis and guidance
from me at midnight via my laptop.
If there is one thing to hope for in the
coming 12 months, it will be the
opportunity to meet and engage in
person with our shareholders, staff and
other stakeholders.
I am very fortunate to work with an
amazing group of people here at
Morrison & Co, and across Infratil’s
investments. While at times intellectually
and emotionally challenging, it is most
stimulating, often surprising, and there is
so much to explore and learn as we
continue to “invest wisely in ideas that
matter” for our shareholders and all our
other stakeholders.
1617
Management
Transparent and Reliable
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.
Infratil has delegated the day-to-day
management of the Company to Morrison
& Co under a Management Agreement.
The Management Agreement specifies the
duties and powers of Morrison & Co, and
the management fee payable to Morrison
& Co for delivering those services.
The Board determines and agrees with
Morrison & Co specific goals and objectives,
with a view to achieving the strategic goals
of Infratil. Morrison & Co is then accountable
to the Board for the achievement of the
strategic goals of Infratil.
As a specialist infrastructure investment
manager, Morrison & Co also manages
investments on behalf of other clients;
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 broad contacts and
relationships.
Jason Boyes
Infratil Chief Executive, Director of Infratil
and CDC Data Centres, Chair of Longroad
Energy and Galileo Green Energy, Morrison
& Co Partner
Phillippa Harford
Infratil Chief Financial Officer, Director of
Pacific Radiology, RetireAustralia and
Wellington Airport, Morrison & Co Partner
Paul Newfield
Chair of Qscan Group, Morrison & Co Partner
and Chief Executive
Marko Bogoievski
Director of Vodafone New Zealand,
Morrison & Co Operating Partner
Greg Boorer
Chief Executive of CDC Data Centres
Ralph Brayham
Morrison & Co Data Infrastructure &
Technology Specialist
Michael Brook
Director of Qscan Group and Pacific
Radiology, Morrison & Co Executive Director
Deion Campbell
Morrison & Co Operating Partner, Renewables
Kellee Clark
Morrison & Co Partner and Head of Legal
Matt Clarke
Chief Executive of Wellington Airport
Jon Collinge
Morrison & Co Sustainability Director
Peter Coman
Chair of Pacific Radiology, RetireAustralia,
Wellington Airport, Director of Manawa
Energy and Infratil Property, Morrison & Co
Partner and Co-Head of Australia and
New Zealand
Rachel Drew
Director of Wellington Airport, Morrison & Co
Executive Director
Mark Flesher
Capital Markets & Investor Relations,
Morrison & Co Executive Director
Paul Gaynor
Chief Executive of Longroad Energy
Vincent Gerritsen
Director of Galileo Green Energy and Kao
Data, Morrison & Co Partner and Head
of UK and Europe
Priya Grewal
Director of Gurīn Energy, Morrison & Co
Investment Manager
Brendan Kevany
Infratil Company Secretary and Senior
Corporate Counsel
Andrew Lamb
Infratil Infrastructure Property
Development Director
Scott McCutcheon
Morrison & Co Head of Tax
Terry McLaughlin
Chief Executive of Pacific Radiology
Hamish Mikkelsen
Infratil Corporate Accountant
Chris Munday
Chief Executive of Qscan Group
Lee Myall
Chief Executive of Kao Data
Jason Paris
Chief Executive of Vodafone New Zealand
Nicole Patterson
Director of CDC Data Centres NZ and
Vodafone New Zealand, Morrison & Co
Investment Director
Olivia Pitt
Morrison & Co Sustainability Executive
David Prentice
Chief Executive of Manawa Energy
Alicia Quirke
Morrison & Co Regional Tax Director
Assaad Razzouk
Chief Executive of Gurīn Energy
Paul Ridley-Smith
Chair of Manawa Energy
Tom Robertson
Infratil Treasury & Risk Manager
Brett Robinson
Chief Executive of RetireAustralia
Matthew Ross
Infratil Finance Director, Morrison & Co
Executive Director
Maddy Simmonds
Infratil Senior Corporate Accountant
William Smales
Director of CDC Data Centres, Kao Data and
Longroad Energy, Morrison & Co Partner, CIO
and Global Head of Digital and Connectivity
Vimal Vallabh
Chair of Gurīn Energy, Director of Galileo
Green Energy and Longroad Energy, Morrison
& Co Partner and Global Head of Energy
Ingmar Wilhelm
Chief Executive of Galileo Green Energy
Thomas Wills
Infratil Financial Performance
and Analysis Manager
Somali Young
Infratil Financial Controller
1819
Confident in
our direction
We aim to allocate capital and manage our
activities in ways that recognise our wider
social and environmental responsibilities.
Our approach creates long-term value
for our shareholders and acknowledges
humankind’s important relationships with
the natural environment.
2021
Committed to
Sustainability
Infratil’s
Sustainability
Strategy
We have a vision for Infratil to be a
leader in sustainable infrastructure
investment.
Infratil’s goal is to provide excellent risk-
adjusted returns for shareholders and, in
so doing, to allocate capital and to
manage our activities and investment.
But alongside the return on financial
capital, we also endeavour to deliver
positive returns on all of human, social and
natural capital. We recognise that
sustainable approaches to the
environment, society and our governance
are critical at all levels of our business and
operations.
Part of being a sustainable business is
understanding the impacts arising from
our investments and how we manage their
operations and ourselves. We must also
be accountable through measurement,
reporting, and transparency to enable
positive impacts for people and
communities, and the environment. This
year’s annual report outlines the vision and
objectives we have put in place to gauge
and report the progress we make towards
improved environmental, societal and
governance objectives, and which
compares our performance alongside
our peers.
This formalises our focus and how Infratil
has operated over the past two-and-a-
half decades. We were early with our
interest in developing clean, renewable
energy, sustainable transport and
identifying the importance of digital
innovation to facilitate connections. These
sectors can both demonstrate significant
value potential and be at the leading edge
of sustainability.
As an global infrastructure investor, our
goal is to work with ‘ideas that matter’,
executing in ways which are efficient,
effective, and accountable. Anticipating
and preparing for change is the foundation
of how Infratil allocates its capital through
ideas such as:
• Tackling the threat of climate change
with our investments in renewable
generation.
• Lowering the emission intensity of
transport as the demand for travel
expands.
• Delivering data processing and storage
facilities and telecommunications
infrastructure with carbon emissions,
energy and water minimisation
at the core.
• Improving health outcomes and access
through more efficient and affordable
technological responses.
The challenge for Infratil is to manage our
existing and new investments in ways
which continue to improve the
sustainability of communities and our
environments – whether it be low emission
air travel, sustainably designed
communication systems, and more
equitable access to high quality health
services. As we consider new
investments, we incorporate sustainability
into our management practices and this
underpins how we identify risks and
opportunities, and underpins our delivery
of risk-adjusted returns to our investors.
We will maintain high standards of
governance practice as we manage and
disclose material sustainability risks
effectively and transparently. We will
ensure our internal systems of practices,
controls, and procedures allow us to make
effective decisions on behalf of our
investors, our companies and our
communities, while treating our
employees with respect and inclusivity.
Communities, consumers and investors
are demanding responses on a range of
environmental and societal issues.
Corporates are increasingly being asked
to account for environmental, social and
governance issues as well as deliver
commercial returns. Businesses which
try to operate in a purely commercial
vacuum are finding that to be an
uncomfortable place.
Climate-related disclosures
We are focussed on ensuring that Infratil is
financially resilient to the physical and
transitional impacts of climate change and
committed to reporting to stakeholders in
line with the recommendations of the
Taskforce for Climate-related Financial
Disclosures (‘TCFD’). We also intend to
provide comprehensive reporting on
Infratil’s financed carbon emissions,
together with carbon emission trajectories
and targets. Our reporting will be aligned
with the Partnership for Carbon
Accounting Financials’ (‘PCAF’) Global
GHG Accounting & Reporting Standard for
the Financial Industry.
With its Aotearoa New Zealand
origins at its core, Infratil’s
purpose is to invest wisely in ideas
that matter and, in doing so,
create long-term value for our
shareholders.
We focus our sustainability efforts on six
key pillars where we believe our activities
can have the most impact, as described in
our Sustainability Framework below.
Infratil’s sustainability strategy identifies a
series of sustainability commitments,
investee company expectations and
medium-term sustainability targets.
We have developed an Impact
Measurement Framework against these
six key pillars that we will publish in
the upcoming year and will use to
assess the performance of our activities
against annually.
Climate Change
We believe that global emissions must
be reduced and that we must address
climate change and emission reduction,
fairly and efficiently
Our goal is to invest in a manner that
contributes positively to global
decarbonisation and benefits from the
transition to a low-carbon economy,
and to advocate for societal responses
to climate change
Community
We believe in making a positive
contribution to those who use our
services and to our communities; we
must be a trusted provider of services
within our communities
Our goal is to invest in a manner that
has a positive impact on communities
while doing so responsibly and in
accordance with social standards
Transparent & Reliable
We believe that providing clear and
accessible information to capital
providers and other key stakeholders
will enable informed investment
decision making
Our goal is to improve the
accountability of governance and
management, and the company’s
transparency
Our people
We believe that the wellbeing, health
and safety of Infratil’s people is a high
priority, as reflected in our Diversity
Policy, Position Statement on Modern
Slavery, Code of Ethics and
other policies
Our goal is to operate in a manner that
supports the wellbeing of our people in
a physical, emotional, intellectual, and
material sense
Leadership &
Accountability
We actively allocate capital and
manage activities in recognition of
our wider social and environmental
responsibilities as these evolve
over time
Our goal is to implement internationally
accepted governance practices as
appropriate to the unique structure
of Infratil
Natural Environment
We believe that each business has an
obligation and responsibility to protect
and foster the physical environment in
which it operates
Our goal is to invest in a manner that
acknowledges humankind’s important
relationship with and commitment to
the natural environment, and ensure
that Infratil’s ecological commitments
are delivered
2223
Emissions
Greenhouse gases in the atmosphere
increase due to fossil fuel-related
energy use and other non-energy
related emissions.
Rising Temperatures
Global temperatures rise due to a
linear relationship with greenhouse
gases in the atmosphere.
Economic Impact
As temperatures increase, economic
productivity is impacted. The
relationship is non-linear.
The Infratil Board acknowledges
that climate change is happening
and that emissions must be
reduced. It is committed to
understanding, overseeing and
providing transparency over what
climate change and the transition
to lower emissions could mean for
Infratil and its long-term financial
performance.
Infratil’s approach
The global response to climate change
presents strategic opportunities for Infratil.
For example, Infratil has long prioritised
decarbonisation in its investment strategy
and has successfully invested in the
transition to a low carbon economy in
Australia, New Zealand and the United
States. It is likely that this transition could
accelerate further over the short to
medium-term leading to the potential for
Infratil to deploy significantly more capital
into decarbonisation-linked activities
Tackling the threat
of climate change
The Recommendations of the Taskforce for Climate-related Financial Disclosures
The Financial Stability Board established the Task Force on Climate-Related Financial Disclosures (‘TCFD’) to develop recommendations
for more effective climate-related disclosures that could promote more informed investment, credit, and insurance underwriting
decisions and, in turn, enable stakeholders to understand better the concentrations of carbon-related assets in the financial sector and
the financial system’s exposures to climate-related risks.
Its disclosure recommendations are
structured around four thematic areas
that represent core elements of how
organisations operate: governance,
strategy, risk management, and metrics
and targets. These thematic areas are
intended to interlink and inform
each other.
• Governance: Disclose the
organisation’s governance around
climate related risks and opportunities.
• Strategy: Disclose the actual and
potential impacts of climate-related
risks and opportunities on the
organisation’s businesses, strategy,
and financial planning where such
information is material.
• Risk management: Disclose how the
organisation identifies, assesses, and
manages climate-related risks.
• Metrics and targets: Disclose the
metrics and targets used to assess
and manage relevant climate-related
risks and opportunities where such
information is material.
Public support for the TCFD
(demonstrated via the initiative’s website)
has grown to 3,400 organisations as of
February 2022, from 513 in September
2018. Infratil became a public supporter
of the TCFD in September 2020.
In 2021, New Zealand became the first
country in the world to pass a law that will
ensure financial organisations disclose
and ultimately act on climate-related risks
and opportunities.
The new law will require around 200 large
financial institutions (including Infratil) to
start making climate-related disclosures.
Organisations will be expected to publish
disclosures from financial years
commencing in 2023 (for Infratil the year
ended 31 March 2024), subject to the
publication of climate standards from the
External Reporting Board. The standards
will be developed in line with the
recommendations of the TCFD.
through existing businesses – Longroad
Energy, Manawa Energy, Gurin Energy, and
Galileo Green Energy – or entities that we
may invest in or establish in the future.
Scenario analysis
To assess the actual and potential impacts
of climate change on its strategy, portfolio
entities and financial planning, Infratil has
identified a number of scenarios that it will
use to assess the future risks and
opportunities associated with climate
change. These scenarios are not intended
to predict the future, but rather to help us
understand the financial resilience of
Infratil’s strategy to climate change and the
actions required to enhance resilience and
preparedness.
Working together with a leading global
economics consultant, Infratil has
developed and assessed four climate
scenarios which describe transition and
mitigation pathways over the next 30
years. Informed by the scientific work
assessing carbon emission pathways and
resulting degrees of warming undertaken
by the Network for Greening the Financial
System – a network of central banks
including the Reserve Bank of
New Zealand, the International Energy
Agency, and the Intergovernmental Panel
on Climate Change - these four ‘bookend’
scenarios range from, in essence, society
doing a lot to mitigate climate change, to
doing very little.
There are two ‘transition’ scenarios:
Organised & Decisive where early
coordinated global action occurs with
moderate climate change mitigation
policies (2°C global warming trajectory);
and Disorganised & Fragmented with
delayed and more severe government
action in future years (2-2.5°C trajectory).
There are also two ‘no transition’ scenarios:
The Status Quo / Baseline scenario which
assumes no material step-change in
carbon reduction action beyond current
announced policies and initiatives (>3°C
trajectory); and Too Little Too Late, an
extreme downside scenario which
assumes failure of current policies and
further inaction eventually resulting in
extreme physical impacts (extreme
warming).
The consultant’s ‘Global Equilibrium Model’
was used to map the respective carbon
emission and climate pathways of the four
scenarios and project the transition and
physical risks in a macroeconomic framework.
That work produced a set of macroeconomic
and operating variables which can be applied
at the asset level and portfolio level to assess
the potential aggregate economic impacts
on Infratil.
The key findings
Transition scenarios: Achieving a 2°C or lower
pathway represents a major departure from
today’s global trajectory.
It will require a rapid transition across all
industry sectors as well as substantial
investments in low and negative emissions
technologies e.g., direct air capture and
carbon storage. Whenever the response
occurs, it will require strong government
support which may include fiscal policy and
other measures that result in a period over the
next 10-20 years where the economy moves
away from the equilibrium. The earlier global
coordinated action commences, the less
severe the mitigation policies and actions
required to achieve the transition and the
lower the level of disruption to the economy.
No transition scenarios: If a transition
does not occur over the next 20 years the
economy is expected to continue relatively
unaffected until the greenhouse gases in
the atmosphere pass a tipping point that
would result in much higher temperatures
and severe physical damage, the worst of
which would materialise after 2050.
The high temperatures and severe physical
damage could lead to a rapid decline in
global productivity and prosperity
post-2050.
The following pages describe at a high level
the potential impacts on society and the
economy of each climate change scenario
that we have assessed. We will utilise
these scenarios to undertake detailed
financial analysis to inform Infratil’s
investment strategy and risk management
processes.
Managing climate change risk
It is clear that the investments within
Infratil’s portfolio are not equally exposed
to climate-related risks.
An airport faces different risks to a medical
radiology business or a large-scale
renewable energy project.
Different infrastructure investments face
different market, operational, physical,
regulatory and reputational risks
associated with increasing climate
volatility and change. The risks depend on
multiple factors including but not limited to
the asset’s geography, the nature of its
activities e.g., dependence on fossil fuels,
or the correlation of its financial
performance with macroeconomic
variables e.g., GDP, energy prices and
inflation. Climate change risks could
therefore materialise in different ways,
such as reduced customer demand,
increased financing costs, capital
expenditure to protect asset value, or
changes in insurance costs and/or
coverage.
Underpinned by the scenario analysis
described earlier, Infratil will continue to
actively review the risks and opportunities
associated with climate change across
different time horizons.
The following pages describe at a high level
the potential impacts of various climate
change scenarios on society and the
economy that Infratil will use to comply
with its TCFD obligations.
2425
Climate Change Scenario
No Transition Scenarios
Living with a new (worse) climate
Life gets gradually harder and more uncomfortable
Life in a low-carbon world
Society suffers short-term pain to achieve long-term gain
ScenarioImplications of climate change on societyImplications of climate change on the economy
Too Little Too Late
Limited climate action and failure in meeting current Nationally
Determined Contributions (NDCs)
Extreme Warning
RCP 7.0
No further mitigationSevere irreversible
physical damage
Short-termism, selfishness and
political ill will lead to consumers,
businesses and governments not
addressing climate change issues.
Developing nations
follow the technology path of
developed nations i.e.,carbon
intensive energy and industry.
Governments, businesses and
consumers acknowledge the
potential impact of climate change
and act accordingly.
Developing nations choose a
different technology path to
developed nations.
Significant global warming occurs
(7°C by 2100), extreme weather
events become more frequent,
economic productivity diminishes
leading to job losses, mass climate
migration place pressure on more
resilient nations.
The eventual response to the
climate disaster comes too
late and the worst impacts
are irreversible. Life changes
permanently.
Increased societal pressure
to make more sustainable
choices e.g., transport, building
materials and design, lifestyle
choices etc.
Society reaps the long-term
environmental, social and
economic benefits of the
transition and life returns to
normal.
• No change to status quo.
• No change to status quo.
• Global stakeholders implement
a range of mitigation measures
to drive transition. Mitigation
measures may include market
intervention policies.
• Period of potential reduced
output as global economy
structurally transitions to a low
carbon economy.
• Successful transition to
low carbon economy.
• Economy trends towards
a new, more productive
equilibrium.
• Period of potential reduced
output as global economy
structurally transitions to a
low carbon economy.
• Due to delayed action, the
measures required to meet
mitigation goals are likely to
be more severe compared
to the Organised & Decisive
scenario.
• Successful transition to
low carbon economy.
• Economy trends towards a new,
more productive equilibrium.
• Global economies likely to start
outperforming ‘Baseline’
long-term forecasts due to
mitigated climate risks.
• Inflationary pressures build
as fossil fuel demand
outstrips supply.
• Global productivity and
output decline as the impact
of climate increases and physical
damage materialise.
• Chronic and acute climate change
risks materialise, resulting in
irreversible severe physical damage
and lost productivity and output.
• Quality of life impacted with
day-to-day life changing
permanently and potential climate
migration away from vulnerable
regions.
• Global temperatures continue to
increase until a tipping point is
reached.
• Low-carbon economy
settles at a new equilibrium
and overall output increases
above baseline.
• Society reaps the long-term
environmental, social and
economic benefits of the
transition.
• Physical risks of climate
change mitigated
.
• Productivity and output
stagnate as the impact of
climate increases.
• No change to status quo.• No change to status quo.
Status Quo / Baseline
Status quo. Reflects existing policy and commitments
as made in countries’ NDCs
>3oC Trajectory
RCP 6.0
Limited (current)
mitigation policies
Unmitigated
irreversible
physical damage
Disorganised & Fragmented
Delayed and disorganised global action requires severe
response to meet mitigation goals
>2–2.5oC Trajectory
RCP 2.6–4.5
Severe mitigation
policies
Physical damage
largely mitigated
Organised & Decisive
Immediate and coordinated global action by all stakeholders
to meet mitigation goals, allowing for phased and
moderate economic responses
2oC Trajectory
RCP 2.6–4.5
Moderate mitigation
policies
Physical damage
mitigated
Now
–
2030
2030
–
2040
2040
-
2030
Long
Run
Transition Scenarios
2627
(2,000)
0
2,000
4,000
6,000
8,000
10,000
0%
(20%)
20%
40%
60%
80%
100%
Annual ReturnAccumulation Index
2013201420152016201720182019202020212022
Dividend YieldCapital Return
10 Year Accumulation Index
-100
0
100
200
300
400
500
600
$Millions
20132012201420152016201720182019202020212022
X
X
X
X
X
X
X
X
X
X
X
CDC Data Centres
Vodafone
Longroad Energy
Kao Data
Trustpower
Retire Australia
Wellington Airport
Qscan Group & Pacific Radiology
Gurīn Energy
Galileo Green Energy
Sold
Corporate
CDC Data Centres
Vodafone
Longroad Energy
Kao Data
Trustpower
Retire Australia
Wellington Airport
Qscan Group
Pacific Radiology
Other
0
2,000
1,600
1,200
800
400
$Millions
20122013201420152016201720182019202020212022
0
1,000
2,000
3,000
4,000
5,000
$Millions
20122013201420152016201720182019202020212022
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
20122013201420152016201720182019202020212022
Net bank debt and dated bondsPerpetual BondsEquity (market value)
Proportionate Capital Investment
Over the decade Infratil has invested over
$7.8 billion, with the majority undertaken
by investee companies.
Investment has accelerated over the last
3 years, with over half of investment
undertaken over the last decade during
that period. Funding for investments was
provided by operating cash flows, debt
and equity issuance, and the divestments
of assets.
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 bound 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.
As a general rule Infratil targets debt funding
of 30% of assets, compared to 9.4% as at
31 March 2022.
Proportionate EBITDAF
The calculation of Proportionate
EBITDAF is outlined on page 5 of this
report. It is intended to show Infratil’s
share of the operating earnings of the
companies in which it invests.
Proportionate EBITDAF is a non-GAAP
financial measure.
The figures include the contribution of
assets held for sale.
Shareholder Returns
Between 1 April 2012 and
31 March 2022 Infratil provided
its shareholders with an average
after tax return of 21.6% per annum.
$1,000 invested at the start of the
period would have compounded to
$7,044 by 31 March 2022, assuming
that all distributions were reinvested.
Infratil Assets
The graph shows the NZ IFRS values of
Infratil’s assets (book value).
As noted on page 31, the IFRS values are
in some cases lower than the fair values
as assessed with reference to listed
markets (the NZX) or independent
valuations.
This is highlighted by Infratil’s investment
in CDC Data Centres which currently
has a book value of $1,026.2 million
compared to an independent valuation
of $3,015 - $3,226 million.
Net bank and dated bonds
Perpetual bonds
Equity (market value)
Financial Trends
These graphs were chosen to illustrate the key
financial trends over the last decade
CDC Data Centres
Vodafone
Longroad Energy
Kao Data
Trustpower
Retire Australia
Wellington Airport
Qscan Group
Pacific Radiology
Dividend Return
Capital Return
Accumulation Index
CDC Data Centres
Vodafone
Longroad Energy
Kao Data
Trustpower
Retire Australia
Wellington Airport
Qscan Group &
Pacific Radiology
Gurīn Energy
Sold
Galileo Green Energy
Corporate
CDC Data Centres
Vodafone
Longroad Energy
Kao Data
Trustpower
Retire Australia
Wellington Airport
Qscan Group &
Pacific Radiology
Sold
Other
27
2829
Financial Performance
& Position
Year Ended 31 March ($Millions) Share20222021
CDC Data Centres48.1% $82.2 $75.8
Vodafone 50.0% $243.8 $217.9
Kao Data 39.9% ($1.5) -
Manawa Energy 51.0% $83.9 $79.9
Longroad Energy 40.0% $15.1 $0.1
Galileo Green Energy 40.0% ($5.4)($3.6)
Gurīn Energy 95.0% ($6.0) -
Pacific Radiology Group 50.5% $32.9 -
Qscan Group 56.3% $33.9 $11.0
RetireAustralia 50.0% $16.9 $10.4
Wellington Airport 66.0% $37.3 $23.7
Corporate & other ($58.2)($44.0)
Proportionate EBITDAF $ 474 . 9 $371.2
Tilt Renewables 65.2% $ 7. 9 $52.6
Trustpower Retail 51.0% $24.2 $22.2
$507.0 $446.0
Year ended 31 March 2022 ($Millions)Share
EBITDAF
1
100%D&AInterestTa x
Revaluations
& other
adjustmentsMinorities
Infratil
share of
earnings
CDC Data Centres 48.1% $170.9 - - - ($12.8) - $158.1
Vodafone 50.0% $488.2 - - - ($477.9) - $10.3
Kao Data 39.9% ($3.7) - - - $1.5 - ($2.2)
Manawa Energy 51.0% $164.4 ($20.5)($28.6)($46.0) $38.8 ($59.9) $48.2
Longroad Energy 40.0% $50.1 - - - ($22.4) - $27.7
Galileo Green Energy 40.0% ($13.6) - - - $9.1 - ($4.5)
Gurīn Energy 95.0% ($6.3)($0.1)($0.1) - - $0.3 ($6.2)
Pacific Radiology Group 50.5% $65.2 ($9.7)($17.1)($10.6)($15.7)($6.5) $5.5
Qscan Group 56.3% $60.3 ($30.6)($17.4)($3.9)($1.2)($3.1) $4.0
RetireAustralia 50.0% $33.7 - - - $45.4 - $ 7 9 .1
Wellington Airport 66.0% $56.5 ($30.5)($25.9)($2.5) $5.3 ($1.0) $1.9
Corporate & other ($279.4) - ($70.5) $40.4 $23.3 - ($286.2)
Total (continuing) $786.3($91.4)($159.6)($22.6)($406.7)($70.2) $35.7
Tilt Renewables 65.2% $12.1 ($19.5)($6.3) $3.8 $1,123.9 $7.8 $1,121.8
Trustpower Retail 51.0% $47.5 ($27.0)($1.2)($4.6)($3.0) - $11.8
To t a l $845.9 ($137.9)($167.1)($23.4) $714.2 ($62.4) $1,169.3
Year ended 31 March 2021 ($Millions)Share
EBITDAF
1
100% D&A Interest Ta x
Revaluations
& other
adjustmentsMinorities
Infratil
share of
earnings
CDC Data Centres 48.1% $157.7 - - - ($23.5) - $134.2
Vodafone
49.9% $436.6 - - - ($463.8) - ($27.2)
Manawa Energy 51.0% $156.7 ($23.1)($29.0)($4.7)($83.5)($13.4) $3.0
Longroad Energy 40.0% $ 7. 7 - - - $40.2 - $47.9
Galileo Green Energy 40.0% ($9.0) - - - $5.4 - ($3.6)
Qscan Group 56.3% $19.6 ($7.9)($5.1)($2.0)($16.9) $5.4 ($6.9)
RetireAustralia 50.0% $20.8 - - - $10.4 - $31.2
Wellington Airport 66.0% $36.0 ($29.6)($26.5) $12.4 $10.1 ($0.6) $1.8
Corporate & other ($267.2) - ($76.6) $4.1 $48.7 ($0.1)($291.1)
Total (continuing) $558.9($60.6)($137.2) $9.8 ($472.9)($8.7)($110.7)
Tilt Renewables 65.2% $80.2 ($43.8)($11.8)($31.5) $78.5 ($24.5) $47.1
Trustpower Retail 51.0% $43.5 ($22.2)($1.3)($5.6) - - $14.4
To t a l $682.6 ($126.6)($150.3)($27.3)($394.4)($33.2)($49.2)
1 EBITDAF is an unaudited non-GAAP measure and is defined on page 5.
Proportionate EBITDAF
Proportionate EBITDAF is intended to show
Infratil’s share of the earnings of the
companies in which it invests.
Proportionate EBITDAF is shown from
continuing operations and includes
corporate and management costs,
however, excludes international portfolio
incentive fees, acquisition or sale-related
transaction costs and contributions from
businesses sold, or held for sale. During the
year the Group adopted a change in
accounting standards relating to the
treatment of configuration and
customisation costs incurred in
implementing Software-as-a-Service
(‘SaaS’) cloud computing arrangements.
A reconciliation of Proportionate EBITDAF
to net surplus after tax is presented in
Appendix I of Infratil’s annual results
presentation.
Consolidated Results
For the year to 31 March 2022 the net parent
result was a gain of $1,169.3 million, up from
a loss of $49.2 million the prior year.
The main source of the difference was the
$1,136.8 million gain on the sale of Tilt
Renewables during the year.
Revenue and expenses have increased year
on year with a full year contribution from
Qscan, and the contribution from the
New Zealand diagnostic imaging group
from 1 June 2021.
This year also includes an incentive fee
accrual of $221.2 million (which includes a
realised incentive fee of $122.1 million
relating to the sale of Tilt Renewables).
More information on the calculation of
these fees is included in note 28 of the
financial statements.
Discontinued operations includes the gain on
sale, as well as the operating results of both
Tilt Renewables and the Trustpower Retail
business for the year.
Breakdown of Consolidated Results
Infratil consolidates a company when it controls it (owns more than 50%). This includes Manawa Energy, Gurīn Energy, the Pacific
Radiology Group, Qscan Group and Wellington Airport. Associates (where Infratil has significant influence, but not control) such as
CDC Data Centres, Vodafone New Zealand, Kao Data, Longroad Energy, Galileo Green Energy and RetireAustralia are not
consolidated. For those investments, the EBITDAF column shows 100% of their EBITDAF and the “Revaluations & other adjustments”
column includes the adjustment required to reconcile Infratil’s share of their net surplus after tax.
Year ended 31 March ($Millions) 2022 2021
Operating revenue $1,129.1 $590.8
Operating expenses($610.7)($257.1)
International Portfolio Incentive fees($221.2)($223.1)
Depreciation & amortisation($91.4)($60.4)
Net interest($159.5)($137.2)
Tax expense($22.6) $9.7
Realisations & revaluations $82.2 ($24.6)
Discontinued operations $1,125.8 $85.9
Net surplus after tax $1,231.7 ($16.0)
Minority earnings($62.4)($33.2)
Net parent surplus $1,169.3 ($49.2)
For 2022 the average exchange rates were NZ$/A$ 0.9429 and NZ$/US$ 0.6969 (2021: 0.9338 and 0.6711).
3031
Year Ended 31 March ($Millions)20222021
CDC Data Centres $3,117.3 $2,401.4
Vodafone $1,670.0 $857.3
Kao Data $203.4 -
Manawa Energy $1,126.2 $1,314.7
Longroad Energy $227.4 $136.2
Galileo Green Energy $26.1 $10.8
Gurīn Energy $2.0 -
Pacific Radiology Group $417.1 -
Qscan Group $305.1 $308.4
RetireAustralia $408.9 $361.0
Wellington Airport $580.0 $511.2
Parent & other $195.7 $227.3
$8,279.2 $6,128.3
Tilt Renewables - $1,869.3
$8,279.2 $7,997.6
Per share $11.44 $11.06
Fair Value of Infratil’s Assets
This table shows the fair value of
Infratil’s assets
The fair value of Infratil’s investments in
CDC Data Centres, Vodafone, Longroad
Energy, Galileo Green Energy and
RetireAustralia reflect independent
valuations prepared for Infratil.
The fair value of Manawa Energy is shown
based on the market price per the NZX.
Infratil does not commission independent
valuations for its other assets and these are
presented at book value.
Year ended 31 March ($Millions)20222021
Net bank debt ($773.0m) $328.2m
Infratil Infrastructure bonds $1,163.7m $1,155.2m
Infratil Perpetual bonds $231.9m $231.9m
Market value of equity $5,972.9m $5,154.7m
Total Capital $6,595.5m $6,870.0m
Dated debt/total capital 5.9% 21.6%
Total debt/total capital 9.4% 25.0%
Capital of Infratil and
100% Subsidiaries
This table shows the mix of debt and equity
funding at Infratil’s Corporate level.
During the year $93.9 million of bonds
matured of which $54.8 million were
exchanged for IFT310 bonds and the
remaining $39.1 million were repaid. A further
$47.6 million of IFT310 bonds were issued,
taking the total issue to $102.4 million, a net
increase of $8.5 million of bonds on issue.
On receipt of the Tilt Renewables proceeds in
August 2021, Infratil repaid all of its bank debt.
This remains undrawn at 31 March 2022.
1,031,049 shares were issued in December
2021 under the Dividend Reinvestment Plan,
however, the largest driver of the change in
the market value of equity was as a result of
Infratil’s share price increasing from $7.13 to
$8.25 over the year.
Year Ended 31 March ($Millions)20222021
CDC Data Centres $1,026.2 $873.0
Vodafone $838.2 $857.3
Kao Data $203.4 -
Manawa Energy$607.2 $629.9
Longroad Energy $90.5 $44.9
Galileo Green Energy $19.7 $10.8
Gurīn Energy $2.0 -
Pacific Radiology Group $417.1 -
Qscan Group $305.1 $308.4
RetireAustralia $417.3 $340.9
Wellington Airport $580.0 $511.2
Parent & other $195.7 $227.3
To t a l$4,702.4 $3,803.7
Tilt Renewables - $864.4
$4,702.4$4,668.1
Infratil Assets Book Values
This table shows the book value of
Infratil’s assets
These are prepared in accordance with NZ
IFRS, and are the amounts reflected in
Infratil’s consolidated financial statements.
This generally reflects Infratil’s share of
the net assets of its investee companies,
and includes any goodwill at the
consolidated level.
A separate adjustment has also been made
to the Wellington Airport book value which
also excludes deferred tax.
Other includes Infratil Infrastructure
Property and Clearvision Ventures, and
excludes cash balances and other working
capital balances at the Corporate level.
Year Ended 31 March ($Millions)20222021
CDC Data Centres $259.9 $119.3
Vodafone $177.9 $120.9
Tilt Renewables - $247.3
Manawa Energy $23.6 $18.6
Longroad Energy $246.5 $325.9
Qscan Group $13.8 -
RetireAustralia $26.1 $29.8
Wellington Airport $11.7 $23.1
Other - $12.5
Capital Expenditure $759.5 $897.4
Kao Data $217.9 -
Galileo Green Energy $13.8 $11.8
Gurīn Energy $8.3 -
Pacific Radiology Group $408.8 -
Qscan Group - $309.6
Clearvision Ventures $4.6 $11.0
Investment$653.4$332.4
Proportionate capital expenditure and investment $1,412.9 $1,229.8
Proportionate Capital
Expenditure and Investment
This table shows Infratil’s share of the
investment spending of investee
companies, and investments made by
Infratil during the period.
To illustrate the calculation of Proportionate
capital expenditure, Infratil owns 48.1% of
CDC, CDC’s capital expenditure for the
period was A$509.5 million, and 48.1% of that
is $259.9 million.
Investment undertaken by Infratil for the year
amounted to $653.4 million. This primarily
reflects the investments in Pacific Radiology
Group and Kao Data.
In a year where Infratil acquires a new
investment, this is included under investment.
Thereafter, Infratil records its share of the
investee company’s capital expenditure.
Year Ended 31 March ($Millions)20222021
CDC Data Centres $13.4 $5.8
Vodafone $37.1 $96.7
Tilt Renewables $16.1 $179.6
Manawa Energy $56.7 $51.9
Longroad Energy $53.9 $39.5
Wellington Airport - $38.1
Clearvision Ventures $1.7 -
Net interest($61.2)($67.8)
Corporate & other($68.2)($57.1)
Operating Cashflow $49.5 $286.7
International Portfolio Incentive fee payment($116.2)($41.7)
Operating Cashflow (after incentive fees)($66.7) $245.0
Infratil and Wholly Owned
Subsidiaries Operating
Cash Flows
This table shows the operating cashflows
of Infratil and its 100% subsidiaries.
Cash inflows reflect the dividends,
distributions, interest and capital returns
received from investee companies.
Cash outflows reflect net interest payments
and corporate operating expenses.
International Portfolio Incentive fees paid
during the period include tranche 1 of the
FY2021 incentive fee ($74.4 million) and
tranche 2 of the FY2020 incentive fee
($41.8 million).
3233
Ownership
During the year 1,031,049 shares
were issued under Infratil’s dividend
reinvestment plan at $8.01 a share.
As at 31 March 2022 Infratil had
723,983,582 shares on issue.
Shareholder Returns
and Ownership
Bondholders
In June 2021, Infratil successfully
refinanced $93.9 million of
maturing IFT220’s through the
issuance of $102.4 million of the
new IFT310’s. These bonds hold
a coupon of 3.60% and a
15 December 2027 maturity date.
Infratil initially sought to make an
offer of up to $50 million, with
exceptionally strong demand
resulting in the oversubscriptions
under the offer of $52.4 million.
No other bonds matured or were bought
back over the year, although Infratil has
two maturities in the 2023 financial year.
The next bond maturity is $93.7 million of
IFT190’s in June 2022. During the last year
Infratil has undertaken a review of its bond
programme and anticipates offering
holders a reinvestment option as
outlined below.
2021 saw extremely strong conditions for
issues of corporate bonds, with credit
spreads (the difference between a
corporate borrower’s coupon rate and
wholesale interest rates) reducing to levels
not seen since pre 2007/2008. This,
combined with low interest rates,
supported corporate bond issuers to raise
funds with historically low coupons.
However, the first months of 2022 have
seen inflation take centre stage and
central banks take their first steps to
reverse accommodative policy settings.
The RBNZ has begun raising rates to fulfil
its price stability mandate, with the 5-year
swap rate increased from 1.87% on
30 September 2021 to 3.40% on
31 March 2022. This impact can be seen
in the secondary market yield for the
IFT310’s which were trading at a price of
5.00% on 31 March 2022. This reflects the
strong appetite from retail investors for
bonds issued in the primary market with
materially higher coupons than those
seen in recent years.
Bond Programme Review
The nature of the New Zealand bond
market has changed significantly since
Infratil started issuing bonds, a review was
conducted on Infratil’s issuance process
with the following objectives:
1. Ensure an efficient process exists
for existing bondholders to rollover
their bonds.
2. Create a process that appeals to and
attracts a wide range of investors
through alignment with broad market
preferences.
The review involved dialogue with a wide
range of market participants and has
resulted in the following key changes to
Infratil’s approach:
• Infratil intends to offer existing
bondholders a firm rollover option in
future via an online election process,
removing reliance on manual
application forms.
• When Infratil seeks to raise additional
funds in excess of any rollover, this will
be conducted through a traditional
bookbuild approach with a fixed
timetable, issuance size and indicative
pricing similar to the majority of issues
seen in the New Zealand corporate
bond market.
Infratil has the maturing IFT190’s in June
2022 and the IFT240’s in December 2022
which present the first opportunities to
take this new approach to market.
Infratil’s Bond Maturity Profile
Infratil’s bond maturity profile is set out
below. 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.
0
50
100
150
200
250
300
$ Millions
Perpetual2030 20282029 20232024202720262025
Over the year to 31 March 2022
Infratil’s share price rose from
$7.13 to $8.25. In addition, Infratil
paid two dividends amounting to
18.00 cps cash and 6.03 cps in
imputation credits.
The total return to shareholders for the
year was 18.4%, comprising a 2.4% after
tax (28% tax rate) dividend return and a
16.0% capital gain. The calculation of the
capital gain assumes that all dividends
were reinvested when received, so the
shareholder neither took out, nor invested
any additional cash.
Infratil’s after tax return since listing in
March 1994 has been 18.7% per annum,
and over the last ten years 21.6% per
annum after tax.
A shareholder who invested $1,000 in
Infratil shares on 31 March 1994 and
subsequently reinvested all dividends and
the value of all rights issues (i.e., who
neither took money out nor put money in)
would, as of 31 March 2022 own 15,219
shares worth $122,600.
31 March 2022 31 March 2021
Million
shares%
Million
shares%
NZ retail investors35248.7%3434 7. 4 %
NZ institutional investors21629.8%21129.2%
Overseas investors15621.5%16921.5%
724723
Infratil’s Bond Maturity Profile
(15%)
5%
25%
45%
65%
85%
105%
125%
(35%)-35,000
-15,000
5,000
25,000
45,000
65,000
85,000
105,000
125,000
Annual ReturnAccumulation Index
2092022
20620320020072004200998995
28 Year Track Record
Capital ReturnAccumulation IndexDividend Return
3435
As Infratil’s portfolio has evolved
over time, so has the Group’s
exposure to foreign exchange
(‘FX’), and therefore foreign
exchange risk. This risk principally
shows up in two ways; on Infratil’s
cashflows denominated in foreign
currencies and on Infratil’s asset
carrying values translated from
foreign currencies.
Infratil’s FX cashflow risks relate to its net
investment flows into existing offshore
assets (i.e., capital calls and dividends),
and more materially, the forecast cost
of any acquisition, or divestment of a
foreign asset.
Infratil’s FX translation risk relates to the
Group’s exposures to FX rate movements
on assets and liabilities denominated in
foreign currencies, creating unrealised FX
gains or losses which impact Infratil’s net
asset position. While these positions
are unrealised, due to the size of the
underlying assets they do present the
most material currency exposure
for Infratil.
Infratil’s FX hedging policy’s core objective
is to preserve available liquidity sources
and reduce the overall cashflow volatility
of the Group due to movements in FX. This
means Infratil seeks to hedge cashflow
risks related to its net investment flows
into existing offshore assets or relating to
acquisitions or realisations where
management is satisfied a transaction has
a high probability of occurring.
At present Infratil does not hedge its FX
translation risk, however Infratil does seek
to manage its overall currency exposure
as the portfolio composition evolves, with
an objective of maintaining a balanced
currency mix. The utilisation of foreign
currency denominated debt facilities is a
tool that management will use in future to
help smooth the Group’s overall currency
exposure. For example, Infratil now has
access to A$415 million in undrawn
revolving credit facilities which would act
to partially offset any Australian asset
positions, while a number of Infratil’s
investments also borrow in their respective
local currencies.
Infratil’s investment thesis is based on the
premise of pursuing high conviction
strategies. Given the existing unhedged
position of the portfolio, we believe the
best approach is for investors to be aware
of the global exposures Infratil now
provides particularly to the Australian
dollar (‘AUD’) and for each investor to have
the freedom to manage this in the context
of their own individual portfolio
composition and objectives.
Translation Impact
Infratil’s most material currency exposure
is AUD due to its investments in CDC Data
Centres, RetireAustralia and Qscan Group.
As of 31 March 2021, the carrying value of
these investments was A$2.82 billion, or
NZ$3.08 billion when translated at the
year-end rate of 0.9182.
Holding the opening investment value
constant (i.e., not taking into account any
movements in the underlying assets)
through the course of the year the NZD
value fluctuated between $2.91 billion
(down $168.6 million; 5.5%) and
$3.08 billion (the opening position was the
highest value of the year) with the total
opening investment position ending the year
down $34.8 million, a 1.13% unrealised loss
over the 12 months.
As further context the NZD/AUD exchange
rate is currently trading towards the top end
of its 20-year range, but it has not
appreciated in a linear fashion over those
20 years. Displaying a period of steady
appreciation (2000-2005), followed by a
period of decline (2005-2011), a sharp
appreciation (2011-2013). Since recovering
back above 0.9000 in 2013, it has spent
most of its time trading between 0.9000-
0.9500 with very brief periods spent above
or below these levels.
Infratil has not been able to establish a clear
historic correlation between its most material
currency exposure (NZD/AUD) and its market
capitalisation. This is not unexpected given
the variety of underlying value drivers and
external market factors that influence the
Infratil share price, however this will continue
to be monitored over time.
As at 31 March 2022, 47% of Infratil’s assets
were denominated in New Zealand dollars,
45% in Australian dollars, 5% in United States
dollars and 3% in Euros and Pounds. This
excluded cash balances held at the corporate
level which are held in NZD.
2,800
Unhedged AUD Investments
2,850
2,900
2,950
3,000
3,050
3,1001.000
0.990
0.980
0.970
0.960
0.950
0.940
0.930
0.920
0.910
0.900
03/202104/202105/202106/202107/202108/202109/202110/202111/202112/202101/202202/202203/2022
NZD/AUD
NZD/AUD
$NZ Millions
Carrying value of Infratil’s Australian Investments
Unhedged AUD InvestmentsNZD/ AUD
Foreign Currency
Exposure
Manawa Energy’s Pātea Dam, Taranaki
3637
Committing
with energy
We have an obligation to protect and
foster physical environments. We look to
invest in ways that contribute positively to
global decarbonisation and that hasten the
transition to a low-carbon economy. We are
strong advocates for societal responses to
climate change.
37
38
0
5
10
15
20
25
30
35
GW
2015201620172018201920202021202220232024
AustralasiaNorth AmericaEuropeAsia
Infratil has consolidated its position
as a global player in renewable
energy generation and supply, at a
time where we are seeing
continuing changes to weather
patterns, unsustainable levels of
carbon emissions requiring
unprecedented government policy
alignment across the globe, and
significant challenges to global
energy security.
The commitment to achieve net-zero
emissions by mid-century has
dramatically shifted over the past
two years with the global coalition for
net-zero emissions growing. India is the
most recent major emitter to announce a
net zero goal. Together with China,
the EU, and United States, these four
regions represent more than half of global
greenhouse gas emissions. But, despite
this, the Nationally Determined
Contributions (‘NDCs’) – as required by
the Paris Agreement and which set out
countries’ planned combined emissions
reductions by 2030 - still fall far short of
the level of ambition needed to achieve
the 1.5 °C goal.
We believe more action will be needed
because the impacts of climate change
will be catastrophic without abatement,
and even incremental increases will be
devastating, impacting at first the world’s
most vulnerable communities.
Alongside the huge cost to communities,
the economic impacts will be profound.
Climate related economic losses have
increased sevenfold from between
the 1970s’ to the 2010s’, rising from
US$49 million per day to US$383 million
per day on average in 2019.
To meet our required targets, nothing less
than a complete transformation of how we
produce, transport and consume energy
is needed.
At a global level, renewable energy
technologies are the key to reducing
emissions from electricity supply. The
share of renewables in total electricity
generation globally is forecast to increase
from 29% in 2020 to over 60% in 2030
and to nearly 90% in 2050. To achieve
this, annual capacity additions of wind and
solar between 2020 and 2050 will be
five-times higher than the average over
the last three years.
Alongside the urgent environmental
drivers of change, lies geopolitical
upheaval and realignment. The Ukrainian
crisis has only re-highlighted the
geopolitical risks surrounding energy
security and the interconnected nature of
global energy markets. Governments are
becoming increasingly interventionist with
energy policies being changed with the
stroke of a pen, as governments seek to
tackle decarbonisation and energy
security agendas.
In Europe, following the Ukrainian invasion,
the EU launched a plan to fund a transition
away from Russian gas by two thirds by
the end of 2022 and on all Russian gas by
2027. The plan will also assess whether
markets are fit for purpose in delivering
both decarbonisation and energy security
agendas. Germany has announced the
intention to bring forward its 100%
electricity grid ambitions by 15 years to
2035 as a result of the Ukrainian conflict.
The challenges outlined require a global
focus and combined response. We expect
to invest more in this sector over time,
capitalising on our early start, through our
existing businesses and new ones we
expect to establish in the future.
The International Energy Agency
estimates that to reach net zero emissions
by 2050, annual clean energy investment
worldwide will need to more than triple by
2030 to around $4 trillion. Combined with
the energy security challenges this
represents one of the largest investment
opportunities in history. Enormous
amounts of capital are now being
mobilised and are coming into the sector.
This includes investment in technology,
and direct investments in generation fleet
and capacity.
We see the next steps including large
increases in electricity demand due to a
strong electrification of transport and heat
sectors. The increase of electricity
demand, combined with the reduction of
electricity generation from fossil fuels will
result in a big gap in power generation
which will need to be filled by a mix of
low-carbon generators.
Infratil was an early investor in the
Renewable Energy sector, with its first
investment being an investment in
Manawa Energy in April 1994. Today, we
have a genuinely global footprint with
activity across 26 markets and a total
development pipeline of over 20GW.
Our approach has been deliberate,
establishing local presences in
Australasia, North America, Europe and
Asia backed by a global perspective.
This allows us to optimise our capital
investment as markets shift, while also
addressing market, timing, weather and
technology risks. Our investment thesis
was reinforced following the sale of Tilt
Renewables during the last year, as we
saw the value that markets are placing
on quality assets with significant growth
potential.
Renewable Energy
A global platform
Platform development
pipeline by region
Infratil’s Renewable Energy platform
currently has a development pipeline of
over 20GW across across 4 continents
and 26 markets.
The sale of Tilt Renewables during the year
included its 5GW Australasian pipeline.
This was replaced by over 6GW across
Asia and Europe. Over time we expect to
rebuild our Australasian pipeline.
Annual clean energy investment
required in the net zero pathway
In its Net Zero by 2050 Roadmap for
the Global Energy Sector, the
International Energy Agency estimates
to reach net zero emissions by 2050,
annual clean energy investment
worldwide will need to more than triple
by 2030 to around US$4 trillion.
Clean electricity generation, network
infrastructure and the electrification
of end-use sectors are key areas for
increased investment. Enabling
infrastructure and technologies are
also vital for transforming the energy
system.
Australasia
North America
Europe
Asia
$0
$1
$2
$3
$4
$5
USD Trillions
201520302050
Low-emission fuelsElectricity GenerationEnergy InfrastructureEnd-Use
Low-emission fuels
Electricity Generation
Energy Infrastructure
End-Use
39
Forecast
Source: The International Energy Agency's Net Zero by 2050 Roadmap for the Global Energy Sector
41
Amid the ongoing challenges of
Covid-19, persistent below-
average inflows, and sustained
regulatory uncertainty, Manawa
Energy – Trustpower’s new name -
successfully separated over a
quarter of a century of integrated
retail operations during the year
with the completion of its retail
business sale to Mercury on
1 May 2022.
This achieves the objective Manawa set
out over a year ago – to transition to a
standalone renewable generation
business. Many years of work went into
setting up this business for a strong future
and this was reflected in the $467 million
sale. The retail operations were in strong
shape, thanks to significant efforts to
maintain momentum in growth and
customer service through the transition.
The sale saw approximately 238,000
customers nationwide, across a diversified
portfolio of services including electricity,
gas, broadband and mobile, sold to
Mercury.
At the operating level, Manawa achieved
EBITDAF of $204.2 million, up from
$200.2 million in the prior year.
Generation volumes across both its North
and South Island assets were 1,760GWh
– an increase of 3% on last year.
Generation production volumes across
both the North and South Islands were
1,760GWh – an increase of 3% on last year.
Inflows were up on FY2021’s record low,
although they remained materially lower
than average. However, work on asset
enhancements delivered additional output
which contributed to the 52GWh increase.
Manawa Energy
Infratil 51%
Tauranga Energy Consumer Trust 27%
Public 22%
Year ended 31 March20222021
Retail electricity sales 1,819GWh 1,824GWh
Generation 1,760GWh 1,708GWh
Average Generation spot price 16.6c/kwh 14.4c/kwh
Total Utility Accounts431,000 421,000
Generation EBITDAF $159.7m $156.7m
Retail EBITDAF $44.5m $43.5m
Total EBITDAF $204.2m $200.2m
Capital expenditure $46.3m $36.2m
Net external debt $739.4m $726.8m
Infratil’s cash income $56.7m $51.9m
Fair value of Infratil’s investment $1,126.2m $1,314.7m
This was achieved despite the challenges
of Covid-19 to safely deliver scheme
upgrades, including major maintenance
and asset renewals at Waipori, installing a
new generating unit runner at Coleridge,
and a new infiltration gallery intake at
Branch River that will yield an additional
10GWh a year.
The retail business contributed EBITDAF of
$44 million, up slightly from the prior year,
reflecting its ongoing strong performance.
The mass market retail business saw net
customer growth over the year and
maintained customer retention rates
above market average.
Manawa continues to service around 680
commercial and industrial customers at
more than 14,000 electricity connections
nationally. In FY2022, 1,219GWh of
electricity was supplied to these
customers, over 65% at the wholesale
spot price. The aim is to meet more of this
demand from Manawa’s own generation
portfolio, while working alongside its
customers to help them make informed
decisions about energy consumption,
load management and costs.
The commercial and industrial customer
segment shows strong growth potential.
Increased demand for renewable energy
from new industry as well as further
development in existing industry is
forecast as businesses look to
decarbonise through electrification
from alternative energy sources.
Over 500 roles shifted to Mercury with
the retail business sale, reducing the
Manawa Energy workforce to around
240 full time equivalent employees.
Staff were provided regular opportunities
for open dialogue and targeted wellbeing
initiatives. Manawa’s approach was
recognised in February with an Excellence
Award in the Health and Wellbeing
category of the HRD Awards,
New Zealand’s leading independent
awards programme for the human
resources profession.
Cobb Power Station, Nelson
40
4243
EBITDAF and Generation
Over the last ten years Manawa
Energy’s hydro generation has mainly
fluctuated with the level of rainfall within
its catchments.
EBITDAF has been relatively flat over
the same period with changes
reflecting generation levels, wholesale
electricity prices, and the contribution
from utility retailing.
Customers and retail
electricity sales
In an intensely competitive energy market,
bundling utility services was a key
ingredient in the retail success of the
Trustpower brand.
Bundling utility products like this has been
attractive to customers, and Manawa
benefitted from customers spending more
and staying for longer. All key metrics in the
retail business, including fibre and mobile
connections, products per customer and
digital uptake, continued to show positive
momentum during the year.
With more than 400,000 accounts across
the country, as of April 2022, the retail
business was in great shape to hand over
and feel confident that with Mercury,
Manawa’s retail customers will be in
good hands.
During our retail sale process and the
transition to Manawa Energy, we engaged
with investors, shareholders, and iwi. We
have spent time understanding the needs
and aspirations of our communities, our
customers, and our people. In addition to
the support and sponsorships we provide to
local communities and environmental
groups associated with our generation
assets, we are committed to deepening our
bicultural maturity.
Our commitment to more meaningful iwi
partnerships begins with our relationship
with Ngati Hangarau. We have been
consulting with Ngati Hangarau for many
years, and in our transition to our new
identity, we have begun to build a more
mutually beneficial relationship based on
our shared heritage and our mutual desire
for Manawa Energy to develop greater
cultural awareness and capability.
Our lakes, rivers and streams not only
provide the capability for us to generate
renewable electricity, they are important to
our communities for recreation and hold
great cultural significance for tangata
whenua.
David Prentice
Manawa Energy
Chief Executive
“
EBITDAF per unit of generation
and the average market price of
electricity
Historically Manawa Energy’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.
As New Zealand looks to reduce
reliance on controlled thermal
generation, this may increase the
volatility of wholesale prices, increasing
the value of Manawa’s storage and
controllable generation.
0
300
EBITDAF $Millions
50
100
150
200
250
3,000
2,500
2,000
1,500
1,000
500
0
GWh
2013201420152016201720182019202020212022
0
180,000
160,000
140,000
120,000
100,000
80,000
60,000
40,000
20,000
EBITDAF per GWh of generation
18.0
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0
Cents/Kwh
2013201420152016201720182019202020212022
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
GWh
2013201420152016201720182019202020212022
0
450,000
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
Customer Accounts
Electricity connections
Telecommunication customers
NZ retail electricity
sales volume (GWh)
Gas connections
EBITDAF
EBITDAF / GWhNZ Market Price
Following the sale, Manawa is now
New Zealand’s largest independent
(without an integrated mass-market retail
business) electricity generator and
renewables developer, representing about
five percent of the country’s existing
generation capacity with a substantial
portfolio of hydroelectric power schemes.
It is enhancing the value of its existing
generation assets and is currently on track
to deliver more than 67GWh a year of
enhancement uplifts - 55GWh a year of
which have either been completed or are
due to be completed by the end of
FY2026.
The shorter-term focus is to deliver 15GWh
a year of enhancement growth in 2023,
with 10GWh a year from the Branch intake
enhancement project (about to be
completed), 2GWh a year from generator
upgrades at Cobb (to be completed in
January 2023), along with the completion
of Waipori’s Deepstream Phase Two
project (3GWh a year).
A Memorandum of Understanding has
been signed with Hawke’s Bay Airport to
progress the development of a 24MW
solar farm. The development is planned for
otherwise unused airport land (due to
strict height limitations for structures next
to the runway) and utilises Hawke’s Bay’s
high sunshine hours. The solar farm will
power most of the airport’s operations and
other nearby users, generating up to
36,000 megawatt hours a year - the
equivalent of powering 5,000-6,000
homes. The next stage of the development
will be to seek a resource consent and
formalise a Joint Venture Agreement.
Looking ahead, a continued focus from the
Government and industry regulators is
absolutely critical to ensuring that the
energy system provides a platform for
achieving New Zealand’s net zero climate
ambitions.
There is an expectation that most of the
emissions reductions will be enabled by
the energy sector – primarily through
electrification of transport and industrial
process heat, with support from
increasing renewable electricity
generation. Development of the
Government’s National Energy Strategy
during the second half of 2022 will be
important for establishing the roadmap
for the energy sector’s transition
towards meeting these ambitions while
ensuring security, reliability and
affordability of supply.
The Government has acknowledged
that a target of 100 percent renewable
electricity by 2030 is aspirational, and it
intends to review this target in 2025.
Reaching 100 percent renewable
electricity supply will be challenging and
costly. Technology advances in grid
scale solar, wind generation, a better
understanding of the roles of hydrogen
and biomass powered thermal
generation, and further investment by
others in the industry in geothermal, will
all accelerate New Zealand’s
decarbonisation.
The Government is also continuing work
on the Lake Onslow “New Zealand
Battery” project, with $100 million
allocated or spent to date on feasibility,
with a total cost estimate ranging from
$4 billion to more than $10 billion. Lake
Onslow’s huge cost could be better
spent on increasing the overall stock of
renewable generation and improving
the distribution and transmission
network throughout New Zealand.
Provided regulatory settings remain
stable and balanced, Infratil is confident
that Manawa Energy can play a
significant part in meeting the above
challenges.
Generation (GWh)
43
4445
Longroad Energy
Longroad Energy has been
established for five years as a
vertically integrated developer,
owner, and operator of wind,
solar, and storage energy in
the United States, with its
headquarters in Boston.
In addition to developing,
financing, and constructing
renewable energy projects,
Longroad Energy provides
operations and asset management
services to wind and solar projects
across the United States.
Since its inception, it has developed and
acquired 3.2GW of renewable energy
projects, of which 1.8GW have been sold
and 1.4GW retained. By 2026, it is aiming
to have developed or acquired 8.5GW of
renewable energy projects. If Longroad
was a New Zealand generator, that would
represent around 85% of the country’s total
current generation capacity.
Longroad’s plan for the next three years
through to the end of 2024 is for the
development of 4.5GW over that period –
delivering around 1.5GW a year. These
targets are inclusive of storage capacity.
The last year was challenging with supply
chain constraints and significant
inflationary pressures on inputs such as
steel, photovoltaic (‘PV’) panels and
lithium. The goal of the years 2021/22 of
commencing construction of 1.8GW of
1.8GW across 12 projects was impacted,
while Longroad reached commercial
operations on just two projects in 2021.
As at 31 March20222021
Owned operating generation1,652MW1,053MW
Generation managed for others1,875MW1,873MW
Total Generation developed in year530MW1,751MW
Generation under construction26MW530MW
Near-term pipeline1,271MW
Long-term pipeline12.4GW7.7GW
Employees142128
Net Debt (US) - 31 December 2021$951.4m$852.6m
Captial Expenditure (US) - year to 31 December 2021$451.3m$710.8m
Infratil’s aggregate investment amount (NZD)$279.5m$220.8m
Aggregate capital returned (NZD)$287.2m$224.2m
Infratil’s cash income (NZD)$54.0m$39.5m
Infratil’s book value (NZD)$90.5m$44.9m
Fair Value of Infratil’s investment (NZD)$235.8m$136.2m
Pleasingly, of the 12 projects targeted for
2021/22 none have been terminated none
has been terminated, and the capital
discipline shown by the Longroad team
has allowed for a number of these projects
to be reworked given the global supply
chain impacts. Balancing those supply
chain impacts and cost pressures, higher
pricing for renewable energy is expected
to maintain the economics of Longroad.
One of the projects that achieved
commercial operation during the period
was the 200MW Sun Streams 2 solar
project in Maricopa County, Arizona.
The Longroad team acquired the project
from First Solar as a construction project in
2021, then managed completion of
construction post acquisition and arranged
project-level financing. The project has a
long-dated power purchase agreement
(‘PPA’) with a high credit-quality off taker
and contract structure which effectively
removes irradiance risk (the amount of
solar energy captured).
As part of the same transaction, Longroad
acquired two even larger projects: Sun
Streams 3 (500MW) and Sun Streams 4
(790MW) projects. These are in mid-
stage development in the Longroad
pipeline so entail more work and risk to
bring to fruition, Longroad expects higher
profits in return.
The global supply crisis is likely to continue
to impact the pace and cost of
development, with continuing impacts on
project completion, and inflation causing
project developers and power purchasers
to re-evaluate economics and schedule.
Longroad benefits from having been in the
market for five years and building strong
relationships with key suppliers. It also
benefits from its focus on developing
generation in high-value markets which
can drive premium values.
Infratil 40%
New Zealand Superannuation Fund 40%
Management 20%
The 243MW El Campo wind farm, Texas
4647
The outlook remains encouraging with
significant industry tailwinds. While
President Joe Biden’s Build Back Better
initiative failed to secure a Congressional
majority, the reintroduction of climate
legislation is possible – although
Longroad’s assumptions are based on it
not occurring. But as has been the case
for decades when Washington has failed
to support clean energy policy, state
level support mechanisms in key states
like California continue to strengthen.
There is also significant impetus driven
from the business community with
corporate buyers of renewable energy
at an all time high with over 31GW
purchased in 2021.
Competition is high across the sector in
the United States. A rush of capital into
the market makes for stronger
competitors with more dollars to spend
on assets and development. This
increasing competitive intensity is
prompting Longroad to make a strategic
shift to primarily “develop-to-own” to
build scale which will assist it to
maximise its competitive position. It
currently has operating assets of 1.4GW.
With the growth targeted the next five
years, it could own around 8.5GW of
operational assets by the end of 2026.
This will enable Longroad to enjoy
benefits of greater scale, including
improved purchasing power on solar
panels, turbines and batteries, the
operating ballast to maintain a larger
development pipeline, and heightened
optionality to optimise its asset fleet,
including the option to bundle projects
for full or partial sale.
This strategic shift will require around
US$8 billion in investment, US$ 1.2 billion
of which would come from Longroad’s
shareholders. Longroad, with the support
of its shareholders, has initiated a
process to assess new minority
investor(s) to give Longroad further
flexibility and strategic options in the
future as this scale builds. It is currently
looking to raise around US$500 million
of new capital with the process expected
to be completed by mid-2022.
Even without climate legislation, the
range of wind, solar and storage forecast
growth out to 2030 is around 40-45GW
per year. Longroad’s development
pipeline of 1.5GW a year represents
3.5-4.0% of market share. Since 2018,
its market share has been 3.7%.
Longroad’s focus on higher value markets
means it enjoys higher than industry
profit levels on a dollar per kilowatt basis.
Given that its pipeline is largely focused
on these same markets, the expectation
is that this will continue, even accounting
for increased competition
Infratil remains very optimistic in the
investment thesis, based on Longroad’s
track record, pipeline, and team. It is
well-positioned in a key geography, with
high-quality platform and operating
assets, built-in growth through its
development portfolio, and a proven
team.
Our robust ESG policy is a critical success
factor for creating and sustaining long-term
value for all of our stakeholders. We strive to
use natural resources responsibly and to
minimise the environmental impact of our
business activities.
Our culture and values are rooted in respect,
integrity, community, excellence and
teamwork and our operating principles are
founded on making and honouring well
thought out commitments and doing what
we say we are going to do.
Longroad Energy employees are our most
valuable asset. We are committed to their
development and well-being. We believe it is
important to stay connected and involved in
the communities in which we work and live.
We also like to engage with vendors and
suppliers who operate using socially
responsible business practices.
Longroad Energy is committed to doing the
right thing, conducting ourselves in a legal,
ethical, and trustworthy manner, upholding
our regulatory obligations, and complying
with all laws. We have a code of conduct that
provides mechanisms to prevent dishonest
or unethical conduct, and fosters a culture of
transparency, honesty and accountability.
This code of conduct outlines the
responsibilities of our employees, including
ensuring that our suppliers are aware of their
obligation to conduct themselves in a legal
and ethical way.
Paul Gaynor
Longroad Energy
Chief Executive
“
Project2022TechnologyMW
Sun Streams 3ArizonaSolar & Storage 500MW
PittsfieldMaineSolar 7MW
Three CornersMaineSolar 150MW
UmbrielTe x a sSolar 200MW
FoxhoundVirginiaSolar 108MW
Milford Wind Repowering 1UtahWind 204MW
Milford Wind Repowering 2UtahWind 102MW
Longroad Energy
near-term pipeline
The following projects represent the
projects Longroad expects to bring to
FNTP (Full Notice to Proceed) in the
near-term.
Longroad Energy
development pipeline
Longroad is targeting to grow its
operating base from 1.4GW to over
8.5GW in five years by developing and
retaining its pipeline of projects.
Solar1001+MW
Storage0MW - 500MW
Wind
Solar + Storage501MW – 1000MW
47
4849
Galileo saw its development
activities accelerate over the past
year amid an increasing focus on
the renewables transition needed
to combat climate change,
followed in the second half of the
year by exceptional momentum
triggered by security of supply
shocks as a result of the Russian
invasion of Ukraine.
Over the course of last year, the
development pipeline of Galileo doubled,
to over 3.4GW across three technologies
- solar PV, onshore wind and battery
storage, and with a strong geographical
diversification thanks to projects located
in Germany, Ireland, Italy, Spain, Sweden
and the United Kingdom.
We will bring our first 4 solar PV projects
counting for approximately 30MW in Italy
to “Ready-to-build” status by end of the
current financial year.
The accelerated pipeline growth was
mainly achieved on the basis of joint
development agreements with
professional local partners, both in terms
of the expansion of existing agreements,
and through the implementation of
new ones.
Europe is a very large, and in the main,
a cohesive market with internationally
leading policies and commitments. Over
the next eight years, renewable energy is
set to increase its contribution to Europe’s
power mix by around 900 terawatt hours
(an increase of over 50%), providing over
60% of the electrical energy consumed
in 2030.
The war in Ukraine is posing significant
strategic questions for Europe regarding
the security of future energy supply,
especially in Germany. With reliance on
Russia at a historic high, European
economies face the double challenge of
boosting renewable energy and, at the
same time, finding a transitional energy
source that is different from Russian gas.
The size of the challenge is huge: in 2021,
the EU imported more than 40% of its total
gas consumption, 27% of its oil imports
and 46% of its coal imports from Russia,
representing 62% of total EU imports from
Russia, at a cost of nearly €100 billion.
The distributed nature of new renewable
infrastructure assets – predominantly
wind and solar PV power plants - means
bringing local communities with us is a
major facet of any project. A new wind
farm, for example, in parallel to the many
economic and ecological advantages, can
be considered intrusive and a significant
change to an existing local environment.
Part of the role of my team is to engage
early on in discussions with communities,
local businesses and energy customers
about the virtues of renewable power
generation, the possibilities to adapt the
project to the specific context and about
how to make local stakeholders participate
in it.
We are convinced that projects will
proceed faster and hold for longer if they
can integrate within the communities
which are hosting them.
Communicating and engaging with local
communities in a transparent and fair
manner is crucial if we are to get the
buy-in and the licence to build and operate
new renewable power plants. We do know
that compensation can be part of the mix
– such as clean energy for a local school or
other community facilities. Where we can,
we will involve locals as co-investors in our
projects and select local businesses as
service providers to support during the
operational life of the plants. Long-term
participation and fair partnerships are key
ingredients of our development approach.
Ingmar Wilhelm
Galileo Green Energy
Chief Executive
“
Galileo Green Energy
Liquified natural gas from the United
States, Norway and North Africa will play
a role in the diversification of gas
imports, but the EU’s ‘RePower’ plan
proposes moving considerably faster on
wind and solar power. Recognising some
of the bottlenecks which hinder the roll
out of renewable energy projects, the
plan is encouraging fast permitting for
renewable energy projects. Power
purchase agreements is another
identified area where guidelines on
counterparty risk mitigation at the EU
level could accelerate change and
ensure the most efficient development.
European countries are also moving to
address the transmission challenges
from the shift to renewables. If the
historic generation fleet in Europe,
dominated by very large fossil and
nuclear units meant a few thousand
generation facilities were spinning
across the continent, new wind and solar
generation plants will translate into
millions of generation units with many
being close to both populations and
industry. There will be huge demand for
storage facilities of various kinds,
providing secure, 24-hour power supply
across weeks and months. There will also
be significant developments required in
software and data collection, as well as
processing required to optimise a much
more complex energy system.
The increasingly complex context brings
uncertainties and risks on various fronts.
However, it also confirms the growth
opportunities and investment thesis
behind the establishment of Galileo’s
plan to become a major European
renewable energy developer, investor
and owner. The specific focus of Galileo
to develop agile interdisciplinary
competences to cover all phases of the
project-lifecycle has gained even more in
relevance over the recent months.
Galileo’s growth plan foresees a ramp-up
to 300MW - 500MW of investable new
projects per year. Supporting this is a
target pipeline of approximately 20GW
of quality projects by 2026, with wide
technological and geographical
diversification.
Two of the unique initiatives Galileo is
currently progressing are a joint venture
to develop over 2,000MW of onshore
wind projects across Sweden, Scotland
and Wales, and a single 500 MW
offshore wind project in Italy.
In a challenging consenting environment
for onshore wind projects across Europe,
the importance on focusing on quality
projects with quality partners is critical.
Together with an entrepreneurial partner
in a joint venture called GGE Nordics,
Galileo has developed a strong and
diversified portfolio of potential projects
across Sweden, Scotland and Wales.
With continued diligence and
stakeholder engagement, Galileo
anticipates positive outcomes on a
number of projects, ranging from some
dozens of MW to several hundreds of
MW per single project.
Located in Southern Italy, the floating
offshore wind project is currently under
development by Galileo jointly with an
experienced entrepreneur and local
developer. It is currently one of the most
advanced projects in the Mediterranean
Sea. With this first development, Galileo
positions itself in a nascent offshore
wind geography, driven in particular by
promising advancements of the floating
offshore wind technology.
Galileo has built up a core team of
around 30 people, with another 20
energy and development experts
involved in its Nordic joint venture. With
another 11 joint development agreements
across Spain, Italy, Germany, Sweden,
the UK, Ireland and soon Poland, an
additional 100 people are currently
involved in building out Galileo’s
development pipeline.
Infratil 40%
New Zealand Superannuation Fund 20%
Commonwealth Superannuation Corporation 20%
Morrison & Co Growth Infrastructure Fund 20%
5051
In September 2021, Infratil
announced a commitment of
US$233 million to establish Gurīn
Energy, a renewable energy
development platform
headquartered in Singapore which
is focused on developing
greenfield renewable projects
across Asia.
Asia presents a significant opportunity
for Infratil to enter markets which are
following a ‘transition to renewables’
roadmap similar to the ones ongoing in
Europe and North America. Markets
across Asia are characterised by
combined tailwinds of demand growth, a
growing commitment at national levels to
decarbonisation and an increasing desire
to reduce dependency on imported fuels
as well as build self-sufficiency and
security of supply.
It is estimated that the Southeast Asia
region alone needs US$2,000 billion
worth of investment by 2030 to build
renewable generation, transmission and
sustainable infrastructure to reduce
greenhouse gas emissions in line with
Paris-accord commitments.
The Asia and Pacific region accounts for
more than half of global energy
consumption, with 85% of that regional
consumption coming from fossil fuels.
Yet, one tenth of the over 4 billion people
in the region, lack access to electricity,
and many more rely on traditional biomass
use (such as wood combustion) for
cooking and heating.
The breadth of the Asian market allows us
to diversify Infratil’s risk profile, both from
geographic and technology perspectives.
Together with the US, European and
New Zealand platforms, the investment in
Gurīn demonstrates Infratil’s global
commitment to combatting climate
change and extends our ability to
manufacture quality renewable energy
assets to Asia at a time when investor
demand for these sorts of assets is only
increasing.
Gurīn will invest in the development of
wind and solar PV energy projects, and
storage solutions across Asia, including
Southeast Asia, North Asia and India. It is
rapidly progressing an initial pipeline of
projects at various stages of development
and is currently focused on two prime
opportunities – a significant Singapore
renewable project and a South Korean
development - while also progressing
opportunities in Japan, India and
Philippines.
All these markets are currently heavily
dependent on imported fossil fuels and
exposed to price volatility and security of
supply risks.
Singapore faces a number of challenges
as it looks to boost its renewable energy
capacity in order to achieve the nation’s
net-zero targets, while decreasing its
dependency on imported fuels. While
Singapore receives plenty of sunshine, it
lacks the land to build large solar energy
projects. What’s more, Singapore’s
average wind speed is less than the
minimum needed to operate wind
turbines and it lacks a river system
that could harness hydro power - its
electricity system is currently 95% reliant
on natural gas, all imported.
Singapore has recently launched an
ambitious scheme that will see it work
with other Southeast Asian countries
– and in time, Australia - to produce and
import low-carbon energy, setting a
target to import around 30 per cent of its
electricity from low carbon sources by
2035. The process began in November
last year when it launched a tender
process for the import of 1.2GW of
low-carbon electricity.
Gurīn is part of a consortium tendering
to deliver a large-scale solar generation
solution located in Indonesia with a
significant battery storage component to
be able to deliver 300MW daily to the
Singapore grid. The overall investment
for this component is expected to be
around US$2.5 billion if the project is
selected to proceed. Much of this will
be financed by debt, but it would still
require significant equity from Gurīn and
its partners.
South Korea’s energy sector is also
characterised by the dominance of fossil
fuels in the energy mix and a strong
dependence on energy imports. With
such a high dependency of energy
imports, the country is extremely
vulnerable to changes in the global
energy market, including a rise in prices
and a supply-demand imbalance.
To accelerate the transition to low-
carbon energy, the government is
prioritising innovation in demand-side
management and the pursuit of a clean
and safe energy mix. The Korean
government has committed to
increasing the share of renewable
electricity to 20% by 2030 and to
30-35% by 2040; to gradually phase-
out coal and nuclear from the energy
mix while significantly improving energy
efficiency; and to foster the country’s
nascent hydrogen industry.
Gurīn is currently progressing a 297MW
solar development in South Korea. The
joint venture has leased land and is now
progressing environmental assessments
and consents.
The Philippines opportunity involves a
strong local team working on three solar
PV projects totalling 180MW, of which
one is operating, one is about to start
construction and one is in the late stages
of development.
Our executive remuneration is dependent on
many aspects but meeting ESG
commitments is a key element. An average
of 7.5% of the executive pay of the senior and
mid-level Gurīn team is withheld from their
salary each month until the end of the year
and paid back to team members only if they
have performed on their individual ESG goals.
In addition, an ESG bonus of up to 7.5% of
salary is paid (separate and distinct from any
other KPIs) only if the firm as a whole has met
its ESG objectives.
How that works at a project level will be
illustrated by the Singapore project if our
tender is successful. We have designed the
project around the involvement of the local
community on the land it will be sited on in
Indonesia. If it proceeds, the community’s
participation could be reflected, for example,
via an equity stake in the joint venture. This
would not only assist the project through the
development phase but also reflects the
long-term nature of infrastructure investment
and the importance of relationships within
the communities where we operate. We will
benefit, and so will the local community.
Gurīn intends to replicate this approach as it
looks to work with communities in Indonesia,
the Philippines, South Korea and elsewhere.
Assaad Razzouk
Gurīn Energy
Chief Executive
“
Gurīn Energy
Infratil 95%
Management 5%
5253
Connecting
with the future
We invest in businesses that connect people
and communities. Our goal is to encourage
human interaction, to increase communication
and to have positive impacts on communities.
We seek to do this responsibly and in
accordance with social standards.
53
5455
Global demand for digital
infrastructure is accelerating with
the outlook remaining strong.
New uses for technology and ways
of working – as economies and
communities have adjusted their
work and life patterns under the
covid pandemic – are only
accelerating this trend.
Alongside the impacts of Covid-19,
countries across the world are placing
renewed emphasis on the security and
integrity of their digital services and the
heightened role digital technologies play
in providing resilience. As disruptions
occur in places like Europe, it only
reinforces to governments, business and
communities the need for secure and
reliable digital infrastructure - connectivity
and data storage - to support economic
growth and social service delivery as well
as facilitating basic communication.
Business activity growth is continuing to
generate new workloads and data needs.
Public and private sector organisations
continue to migrate workloads off premise
for security and operational efficiency.
These workloads are moving to co-
location or cloud environments,
benefitting data centre and fibre
operators. More and more we see
organisations on multiple platforms for
regulatory and internal purposes, resulting
in greater need for connectivity and data
sharing across networks, offices,
campuses, and with peers.
Additionally, the constant of technology
innovation and new consumer needs -
with the expansion of gaming,
autonomous vehicles, the internet of
things (IoT), to name a few - requires
dense and decentralised digital
infrastructure going forward.
Data creation across the globe defied the
systemic downward pressure applied by
the Covid-19 pandemic on many
industries. The Global DataSphere, which
is the amount of data created, captured,
and replicated in any given year across the
world, is expected to more than double in
size from 2022 to 2026.
Global data traffic has also expanded
exponentially, increasing tenfold from
31EB (an exabyte (EB) is one billion
gigabytes) per month in 2012 to 300EB
per month in 2021. Global public cloud
spend has tripled from US$145 billion in
2017 to US$411 billion in 2021. Lit capacity
more than tripled on many international
fibre optic cable routes between 2016
and 2020. The examples go on.
Infratil is well exposed across the digital
ecosystem with our investments in fibre,
subsea connections, wireless
infrastructure, and data centres. Our most
prominent investments are our 48% stake
in CDC Data Centres and a 50% stake in
Vodafone New Zealand, while the last
year saw us invest over $200 million
in London based data centre operator
Kao Data.
Infratil invested early in these trends when
it acquired its stake in CDC Data Centres
in September 2016. Infratil’s investment
rationale at the time was that this would
provide an “attractive entry point into an
infrastructure growth sector. Data centre
capacity demand growth is being
supported by two substantive trends;
significant increases in data storage and
computing capacity, and the on-going
outsourcing by Government and
businesses of their data storage and
computing requirements”.
Infratil’s investments continue to be
supplemented by our US$50 million
commitment to Silicon Valley based
Clearvision Ventures. The strategic
objective of this investment is to help us
identify and engage with technology
changes that will impact our investments.
Clearvision is currently focused on
investing in companies that can apply
innovations in IoT, Big Data, and Security
technology, to drive meaningful
disruptions in energy and infrastructure
sustainability, and establish clear category
dominance and leadership.
Looking ahead, we expect to see
continued acceleration of digital
infrastructure demand worldwide. Global
data traffic is expected to triple from
300EB per month in 2021 to 920EB per
month in 2027. Mobile operators around
the world will spend around US$1 trillion on
capex for 5G deployment between 2020
and 2025. Over US$8 billion worth of
new subsea cables are expected to
enter service between 2021 and 2023.
US$1.3 trillion of investment is expected
to be spent on data centres by data centre
operators and hyperscalers around the
world between 2021 and 2026.
Investor sentiments remain favourable as
well. According to a recent BCG survey,
almost 60% of investors expect to
increase investment allocation to digital
infrastructure, the highest among all
infrastructure asset classes.
This can be seen in the growth of data
infrastructure transactions over the last
six years, with over US$150 billion in
transactions happening in 2021 alone.
Fixed Line
Wireless
Data Centre
Other
Number of Data Infrastructure
transactions
Digital infrastructure transactions
continue to increase globally, with
investors particularly focused currently
on mobile towers, data centres and
fibre networks.
According to infrastructure news, data,
and analytics platform, Inframation, over
300 Digital Infrastructure transactions
took place in 2021. This was up from under
50 in 2016, the year we acquired our initial
stake in CDC and made our first
commitment to Clearvision Ventures.
Digital Infrastructure
Connecting with the future
CLEARVISION
CLEARVISION
Global data traffic (EB/Month)
Total global mobile data traffic –
excluding traffic generated by fixed
wireless access (FWA) – was estimated
to reach around 65EB per month by the
end of 2021, and is projected to reach
288EB per month in 2027. Including
FWA traffic, this takes the total mobile
network traffic to around 80EB per
month by the end of 2021, and 370EB
per month by the end of 2027.
In 2027, it is estimated 5G networks will
account for nearly half of all mobile
subscriptions and carry 62% of the
world’s smartphone traffic.
It is estimated that 5G networks would
cover over 2 billion people at the end of
2021. By end of 2027, it is estimated
that 5G population coverage will have
reached around 75%.
Mobile Data
Fixed Data
0
1,000
900
800
700
600
500
400
300
100
200
1EB = 1 billion GB
2012201320142015201620172018201920202021202220232024202520262027
Mobile DataFixed Data
Source: Ericsson Mobility Report
0
350
300
250
200
150
100
50
201620172018201920202021
Fixed LineData CentreWirelessOther
Source: Ericsson Mobility Report
Source: Inframation: infrastructure news, data, and analytics platform
55
5657
The last 12 months was a year of
execution on a number of
substantial capital developments.
CDC is poised to bring online
significant new capacity which has
been developed in Auckland,
Sydney and Canberra – increasing
CDC’s total built capacity by over
60%. This represents a step
change in the scale and
opportunities of the business. A
significant portion of this capacity
is already contracted and will
therefore become immediately
income generating.
Across most infrastructure sectors, supply
chain shortages, labour shortages and
inflationary pressure have made the
management of capital developments
challenging and complex. CDC was not
immune to these dynamics but has been
able to manage these pressures well. Its
partnerships with local contractors on
each of its developments has meant it was
less impacted by pandemic-imposed
travel restrictions than might otherwise
have been the case. CDC’s execution
excellence focus has resulted in no
significant cost escalations in its data
centre developments to date.
At the close of FY2022, CDC’s total
operating capacity was 164MW. By mid
FY2023, it expects to have 268MW of
capacity.
CDC delivered another strong financial
performance in FY2022 that was in line
with expectations, with higher revenues
and a measured increase in functional
capabilities resulting in an EBITDA of
A$161.2 million.
With new capacity on track to be delivered
and become revenue generating by mid
year, FY2023 growth is expected to be
above trend.
CDC Data Centres
Infratil 48.1 %
Commonwealth Superannuation Corporation 24.05%
Future Fund 24.05%
Management 3.8%
Year ended 31 March20222021
Data Centre capacity (built) 164MW 164MW
Capacity under construction 104MW 104MW
Development pipeline 436MW 286MW
Weighted average lease term with options (years) 21.6 14.4
Rack utilisation 75.3% 69.2%
Target PUE 1.20 1.20
EBITDAF A$161.2m A$147.3m
Net profit after tax A$286.6m A$234.2m
Capital expenditure A$509.5m A$231.9m
Net external debt A$1,518.9m A$1,098.5m
Infratil’s cash incomeNZ$13.4m NZ$5.8m
Fair value of Infratil’s investment NZ$3,117m NZ$2,401m
CDC’s customer base is displaying high
loyalty driven by the quality and security
in its facilities. Alongside that is significant
interest from global managed service
providers interested in securing
long-term contracts in both Australia and
New Zealand. Both factors have resulted
in CDC’s weighted average lease expiry
increasing materially year-on-year. CDC
expects to see re-contracting for longer
tenures going forward in recognition of the
significant logistical and business
considerations associated with relocating
from a data centre.
Infratil’s investment in CDC is now valued
between A$2.78 billion to A$2.91 billion,
up from A$2.14 billion to A$2.30 billion
12 months earlier. Key changes to the
valuation were the inclusion of new
planned facilities in Melbourne, the
inclusion of new contracts signed during
the period, and a reduction in the discount
rate from 10.31% to 9.75%, as construction
underway nears completion.
The long-term outlook for data centres
remains positive with considerable new
demand anticipated due to a number of
drivers. Many countries are seeing critical
infrastructure regularly targeted by
malicious cyber actors seeking to exploit
victims for profit, impacting essential
services. Russia’s aggression against
Ukraine is exacerbating the heightened
cyber threat environment globally, and
the risk of cyberattacks has increased
significantly on networks, either directly
or inadvertently. Governments in many
jurisdictions are moving to ensure
essential services are resilient and
protected.
The impact of Covid-19 alongside the
increasing geopolitical uncertainty has
prompted the Australian Government to
significantly expand the number of sectors
it designates as ‘National Critical
Infrastructure’ to manage the increasingly
complex national security risks of
sabotage, espionage and coercion.
What is deemed ‘critical infrastructure’
previously covered the ports, water,
electricity and gas sectors. In March 2022,
legislation passed in the Australian
Parliament expanded it to include services
that are essential for everyday life such as
energy, communications, water, transport,
health, food and grocery, banking and
finance, and government services. It
imposes new security obligations on
entities which own or operate critical
infrastructure assets in Australia, including
where their data is stored, meaning,
meaning there is a premium for highly
secure data storage which is systemically
resilient, as CDC’s facilities are designed
and certified to be.
Alongside the demand for resilience and
security, the global expansion of digital
services is also driving highly accelerated
(if not exponential) growth in demand for
data storage capacity. Significant
technology developments are occurring
in the quantum and high-performance
computing, artificial intelligence and
virtual/augmented reality.
This is creating new demand on top of -
rather than replacing - existing demand.
The global data centre sector is struggling
to meet the demand for these new layers
of capacity. This has led to customers
looking to build their own data centres,
and a number of new, well funded
competitors. However, CDC continues
to be well-placed with its differentiated
high security facilities and excellent
development expertise and track record.
This will augur well for CDC’s ongoing
growth outlook.
1 CDC EBITDAF excludes RMS payments to management shareholders. Accrued payments under this scheme
are included in net external debt.
Hume 4 data centre, Canberra
5859
There is also increasing customer demand
for data centre services which draw from
renewable energy sources providing low
emissions intensity. The Auckland and
Canberra facilities are well positioned in
this respect, as much of the ACT and
New Zealand generation comes from
renewable sources. CDC is also putting
considerable work into reducing the
emissions associated with its facilities in
Sydney.
CDC’s major focus for FY2023 is the
completion of the four new data centres in
Auckland, Canberra and Sydney, which
are on track to be operational before the
end of the first half of the year.
During the FY2022 year CDC has also
secured suitable land in Melbourne to
accommodate a development pipeline of
150MW of potential capacity. The
Melbourne opportunity is exciting as it
enables CDC to deliver more geographic
diversity and expand its ecosystem,
making it highly attractive to existing
clients with data centre needs outside
Canberra and Sydney. CDC will be able to
cater for all its existing customer
segments in Melbourne and
accommodate expected growth in
demand from existing and new
customers.
To reduce the lead time between
demand and development of data
centres, CDC is continuing to source land
for future opportunities. Recent
acquisitions include more land in Canberra
and New Zealand, both of which have
been settled, while also continuing to
explore entering new markets.
“
Historically, the technology infrastructure
sector has been lagging other sectors
such as finance, public sector and media,
in attracting a diverse workforce.
As digital permeates through all aspects
of our lives, we need to take decisive
steps to ensure that the organisations we
build and scale reflect the communities
and societies we are a part of.
At CDC, we are deliberately seeking
to play an important role in our
communities in being a strong advocate
for greater diversity and inclusion in
all their forms.
Our growing workforce spans a wide
range of age, cultural and linguistic
profiles.
We are proud to invest in building the
next generation of skills, starting with
cadet and graduate positions across
many areas of our business, while also
harnessing diverse ideas, contributions
and learnings from age diversity.
We are also proud of the wide variety of
cultural and linguistic backgrounds in our
business that enhance us as an
organisation, and allow us to better
connect with the communities we are
part of and we seek to make a
contribution to.
Our engagements in the community –
from assisting and contributing to
organisations that help those
disadvantaged, to supporting local
sports, to preferencing local
manufacturers to help create new jobs –
also reflect these diverse perspectives.
This is only the beginning.
As our workforce is growing, we are
doubling our efforts to significantly
increase our diversity and inclusion
and become an employer of choice in the
technology infrastructure sector.
This means taking a deliberate approach
in everything we do, from having the right
settings - such as role and workplace
flexibility and generous parental and
community leave - to driving a culture
that recognises and celebrates diversity
and inclusion in all their forms.
It also means working collaboratively
across academia, industry, government
and community to help drive the cultural
shift towards open and inclusive
environments where diversity is
celebrated and recognised for the value
it brings to business and community
at large.
Greg Boorer
CDC Data Centres
Chief Executive
StatusStatusBuilt capacity
Hume 1 & 22008 & 2011Operating 12MW
Hume 32016Operating 9MW
Hume 42019Operating 29MW
Hume 52022Under Construction 22MW
Fyshwick 12015Operating 19MW
Fyshwick 22018Operating 26MW
Eastern Creek 12018Operating 7MW
Eastern Creek 22019Operating 20MW
Eastern Creek 32020Operating 42MW
Eastern Creek 42022Under Construction 54MW
Auckland 1 & 22022Under Construction 28MW
Total Operating and under Construction 268MW
CanberraFuture BuildFuture Build 178MW
SydneyFuture BuildFuture Build 108MW
MelbourneFuture BuildFuture Build 150MW
Facilities & Capacity
When Infratil acquired its stake in CDC
Data Centres in 2016 it had 28MW of
available capacity spread across
2 campuses in Canberra.
At the end of 2022 the business will
have grown to 268MW of operating
capacity spread across 13 data centres
and 4 campuses, including Sydney
and Auckland.
Over that time EBITDA will have
grown from A$47.5 million to over
A$220 million.
CDC Facilities
0
300
250
200
150
100
50
0
300
250
200
150
100
50
Capacity (MW)EBITDAF A$m
2014201520162017
Infratil’s investment
201820192020202120222023
SydneyEBITDAFAucklandCanberra
Canberra capacity
Sydney capacity
Auckland capacity
EBITDAF
59
6061
Vodafone
Infratil 49.9%
Brookfield Asset Management 49.9%
Management 0.2%
A successful year saw Vodafone
deliver full year EBITDA of
$481.0 million as it focused on
expanding its 4G and 5G
networks, improving the customer
experience by transforming IT
and customer service capability,
while also focusing on making the
business more efficient.
With New Zealanders increasingly going
online to work, live, learn, and play,
monthly mobile data consumption was up
60% on its network compared with FY2021
– a trend expected to continue. The
acceleration of data consumption shows
no sign of slowing as technology
advancements such as 5G deliver new
platforms for developers to provide
valuable applications for customers. To
meet this ongoing demand growth and to
keep Aotearoa connected when it matters
more than ever, Vodafone is continuing to
invest hundreds of millions every year into
its network and services.
The mobile market continues to be
characterised by competitive, but sensible
behaviour, with each player looking to
grow sustainable revenues through
average revenue per user (‘ARPU’)
improvements as opposed to short-term
connections. Vodafone’s trading continues
to improve, with March 2022 representing
the highest ever pay-monthly base,
reflecting the improvements in customer
experience, network performance and the
competitiveness of its products. That said,
there continued to be Covid-19 headwinds
from the erosion of foot traffic to retail
stores and the border closures impacting
roaming and pre-pay revenues. We are
looking forward to welcoming back more
roaming, seasonal worker and tourist
revenues over time, as well as the supply
chain and labour market pressures easing
across the business.
Year ended 31 March20222021
Mobile revenue $804.9m $793.7m
Fixed revenue $710.5m $728.1m
Other revenue $452.0m $431.9m
Operating costs¹($1,486.4m)($1,517.1)
EBITDAF¹ $481.0m $436.6m
Capital expenditure $356.2m $242.2m
Net debt $1,344.4m $1,300.8m
Infratil cash income $37.2m $96.7m
Infratil book value
$838.2m $857.3m
Fair value of Infratil’s investment² $1,535m – 1,805m n/a
Mobile contrasts with the fixed market
which continues to be problematic with
new entrants, such as energy companies,
having different drivers for participating.
There are now over 100 participants in
what remains a small market by
international standards. This puts ongoing
pressure on retail price points, fixed
wireless access migration and margins.
While the market remains highly
competitive and commoditised,
nonetheless Vodafone has stabilised
ARPU, connections and churn.
The merger of 2Degrees and Vocus that
will compete in both these markets will, on
balance, be a good thing for the industry
and New Zealand overall.
Vodafone continued to see growth in
Enterprise revenue, with ICT helping to
drive this. This was supported by the
partner strategy that Vodafone has
pursued in order to deliver a full range of
tech services to New Zealand businesses,
and this will be further strengthened post
the recent partial acquisition of DEFEND.
DEFEND are a leading New Zealand
cybersecurity firm. As New Zealand
businesses continue to adopt new
technologies, the partnership provides
both DEFEND and Vodafone New Zealand
customers increased capability and
capacity against the growing threat of
cyber-crime.
Vodafone’s capital investment programme
saw it invest $356.2 million during the year.
This included service enhancements,
spectrum purchase, as well as upgrading
and expanding its mobile and fixed
networks, introducing 5G to Manawatu/
Whanganui and the Bay of Plenty, and
upgraded 4G and 5G coverage in Hamilton,
Taranaki and Southland, with many more
locations to come.
Vodafone was recently awarded
New Zealand’s ‘Best in Test’ mobile
network by global leader in mobile testing,
Umlaut. Our network performed
considerably better in major cities than
any other operator, recording much higher
mobile download speeds - with at least
385Mbps for the fastest 10% of the users.
Umlaut’s certification report also found
that Vodafone provided customers the
best voice experience, leading
significantly in voice call clarity
as well as call setup time.
1 Numbers have been restated for the recent Software-as-a-Service accounting clarification as published by IFRS
Interpretations Committee in April 2021.
2 Based on an independent valuation as at 31 March 2022.
6263
Looking ahead to 2023, Vodafone is
transitioning into the 2nd phase of its
transformation strategy where it will
maintain and build on the gains made over
the last two years by having an even
greater focus on customer service and
winning in the market to accelerate top line
growth. One of the key areas of investment
that will facilitate this and underpin
Vodafone’s customer ambitions going
forward is its major IT modernisation
programme currently underway to replace
legacy technology and remove complexity
from its processes, products and plans –
with the first drop planned for later this
year. Changes to sales and service
channels will also see Vodafone transform
the way that it sells to, and serves
customers through in-store, on-call, or
on-line.
As part of its ongoing transformation and
growth strategy Vodafone has been
actively exploring options for releasing
value from parts of its passive
infrastructure. Vodafone is currently
undertaking a process to engage with the
market on a potential sale of its passive
mobile tower assets.
As the necessary infrastructure to support
digital economies grows in importance,
and as telecommunications companies
look to unlock value that can be reinvested,
separate ownership of passive mobile
tower assets has become increasingly
common.
Passive mobile tower assets include the
physical towers (ground based and
rooftops), foundations and fencing, access
rights and shelters etc. However, excludes
the active parts of the network including
antennas, cables, radio equipment, base
stations and backhaul. As part of any sale
Vodafone would enter into a long-term
arrangement guaranteeing access to the
tower network.
Vodafone currently has the largest
tower portfolio in New Zealand, covering
over 98% of New Zealand’s population,
comprising around 1,489 wholly owned
mobile towers spread across New Zealand.
Our view is that both Vodafone customers
and the wider telecommunications sector
will benefit from a more focused
investment on active mobile network
assets, as we are seeing occur in other
countries. Other benefits include more
specialised passive infrastructure
ownership and stronger incentives to
co-locate on common tower assets, in
turn driving better capital efficiency and
reduced environmental impacts.
MobileFixed Line
Vodafone connections
Over the decade Vodafone’s mobile
connections have remained reasonably
flat, however they have now returned to
growth post covid headwinds impacting
inbound roaming and the prepay base in
FY2020, with Vodafone having 38% of
mobile market share.
There is a continued growing trend for
third parties to lease network capacity and
to retail this via their own branded phones.
Commerce Commission data shows that
in 2021 this amounted to 106,000
connections, which is expected to
increase.
Vodafone’s share of the fixed broadband
market was slightly down at 21% in 2021,
although it has continued to drive a
positive mix shift towards wireless
broadband connections and higher value
fibre plans. Smaller retailers are continuing
to grow their share of market connections
in a competitive fixed market.
Increasing digital inclusion and closing the
rural-urban digital divide is a major focus
of our community and sustainability work
as we seek to offer affordable data
services to more New Zealanders.
Through our Foundation, we are
partnering, for example, with Waikato-
Tainui to deliver connectivity to 100
whānau and hāpu who might not
otherwise be able to access the benefits
of the digital world. Our Foundation is also
piloting a device equity programme with
Aurora College and Te Wharekura o
Arowhenua in Invercargill to provide their
NCEA students with repurposed donated
laptops. If successful, the programme has
the potential to expand to all decile 1 and
2 high schools in New Zealand within five
years (around 86,000 students).
Our Te Rourou-Vodafone Aotearoa
Foundation was established in 2002 and
since then Vodafone has invested more
than $47 million, supporting more than
1,000 community organisations,
including a strategic partnership with
Te Rūnanga o Ngāi Tahu.
Recently the Foundation has developed
the OHI Data Navigator, a free interactive
digital tool that draws on government and
community-based data to create a
searchable snapshot of young people’s
lives, enabling organisations to better
determine how advantage and
disadvantage are playing out around
Aotearoa, allowing a better informed view
when shaping and funding for work with
young people.
There are also ongoing connectivity
challenges within rural New Zealand due
to the long, thin and sparsely populated
geography. With operator investment
focusing on areas of highest demand,
alternative funding is required to support
non-economic areas. The Government
funding via the Rural Broadband Initiative 1
and 2 has been successful in building the
rural coverage footprint. We are keen to
continue to work with the Government’s
RBI initiatives to bridge those gaps which
are being exacerbated by the fast pace of
technological change. We want to ensure
that all in New Zealand have access to
world-class connectivity.
Jason Paris
Vodafone
Chief Executive
“
0
3.5
Milllions
2.5
3.0
2.0
1.5
1.0
0.5
20122011201320142015201620172018201920202021
MobileFixed Line
0.0
GB/Month
300.0
400.0
200.0
100.0
20122011201320142015201620172018201920202021
Average Fixed BroadbandAverage Mobile Device
Source: Commerce Commission Annual Telecommunications Monitoring Report.
(31 December 2021)
Source: Commerce Commission Annual Telecommunications Monitoring Report.
(31 December 2021)
Average consumer monthly data use
Since 2011, New Zealand’s monthly data
usage per consumer has increased from
10GB to 334GB.
Data usage has continued to increase
since the accelerated growth seen
during the 2020 covid lockdowns, with
people continuing to work remotely and
connectivity being more important
than ever.
Mobile data remains at only a fraction
of total data traffic, but continues
to accelerate with the Commerce
Commission Annual Telecommunication
report stating that over 40% of on
account customers are now on endless
data mobile plans.
Average Fixed Broadband
Average Mobile Device
63
6465
Kao Data
In October Infratil committed
£120-130 million to purchase 40%
of London data centre business
Kao Data. The remaining 60% is
owned by Legal & General Capital,
one of Europe’s largest asset
managers, and Goldacre, founder
of Kao Data and part of the Noé
Group, a family run investment and
asset management business. They
each retain a 30% stake.
The objective is to build Kao Data into a
£500 million multi-site data centre
platform in the medium-term. It currently
owns a 15-acre data centre campus in
Harlow, north of London. It has built one
data centre on that campus, with
construction of a second having just
commenced. Once fully developed, the
campus will be home to four energy
efficient data centres, all powered by
100% renewable energy.
In March, construction commenced on a
second data centre at the Harlow campus.
The new facility, named KLON-02, will
double Kao Data’s capacity at Harlow with
up to 10MW of capacity and provide an
energy efficient home for almost 1,800
racks of IT equipment across 3,400m² of
technical space. Once fully operational,
the facility will be certified to enable high
performance computing (‘HPC’),
artificial intelligence (‘AI’), and enterprise
computing users to scale quickly and
efficiently.
In similar fashion to KLON-01 (the existing
Harlow facility), the new carrier-neutral
data centre (ie. not tied to any one service
provider) will benefit from access to
resilient, ‘low-latency connectivity’ via
multiple major networks – meaning it can
process very high volumes of data
messaging quickly. Furthermore, Kao
Data’s continued partnership with IT
networks provider Megaport will deliver
high-performance connectivity to all
major Tier I and Tier II cloud service
providers, including Amazon Web
Services, Google Cloud, Microsoft Azure
and Alibaba Cloud.
Central to the design and build of KLON-
02 will be the highest sustainability
features. The new architecture is BREEAM
‘Excellent’ certified – an international
building sustainability measure. Both its
Technology Suites and related cooling
infrastructure are configured to
hyperscale design principles, ensuring
customers’ workloads are delivered with a
PUE of less than 1.2 – meaning it is a very
energy efficient data centre. It will be
powered using 100% renewable energy,
with 100% sustainable, hydrotreated
vegetable oil in its backup generators.
The Harlow campus is located in the UK
Innovation Corridor between London and
Cambridge, home to world class
academic, technology and bioscience
institutions and companies. Kao Data’s
technically advanced data centres are
designed to meet their specialist high-
performance computing requirements.
KLON-01 houses NVIDIA’s Cambridge-1,
the most powerful supercomputer in the
UK, which provides computing capacity to
healthcare companies such as
AstraZeneca and GSK.
Since Infratil’s initial investment, Kao Data
has also completed an agreement to
acquire two UK prime location data
centres with a long-term anchor lease
from a large financial services business.
The acquisition includes the availability of
a 16 MW, carrier-neutral data centre in
Slough, West London. The launch of the
new Slough data centre offers data-
intensive enterprises within the highly
sought-after West London Availability
Zone, the opportunity to benefit from
significant new capacity alongside Kao
Data’s award-winning, sustainable
infrastructure and expert technical and
operations teams.
The last two years have undoubtedly
been challenging times for society as
collectively we’ve had to respond on an
unprecedented scale, in real-time, to the
evolving Covid-19 pandemic. This has
brought its fair share of restrictions and
complications to overcome, but it’s
also fostered tremendous innovation
and learning.
One of the key outcomes has been the
fundamental importance of digital
infrastructure, data centres and the
high-performance computing they host to
not only our immediate response to the
Covid-19 pandemic, but also how our
everyday lives have become entirely
reliant on the digital world thereafter.
Data centres now underpin so many of our
daily activities, support our work,
entertainment, retail and financial choices
and even facilitate human inter-
communication. Put simply, we couldn’t
live without them. This was why earlier this
year we launched the ‘Kao Academy’ – a
first-of-its-kind STEM resource to
encourage greater awareness of data
centres with young people globally.
Now the challenge is to ensure the
computing power and accessibility data
centres provide doesn’t compromise the
very environment we live in. This is why
Kao Data is pioneering the design and
development of ultra-sustainable data
centres, supported by HVO fuelled
generators, with an ambition to operate
fully ‘net zero’ by 2030. Sustainability is
the next global challenge of our generation
and Kao Data are ready to play our role.
Lee Myall
Kao Data
Chief Executive
“
With a strong and varied existing
customer base from key sectors
including financial services, life
sciences, defence, artificial intelligence
and the cloud, Kao Data’s expansion
into the West of London presents its
current colocation customers with
increased diversity and resilience.
Further, it offers new customers the
immediate scope to quickly scale their
existing colocation footprints and
safeguard their future power provision.
In November 2021, Kao Data announced
that it had formed a strategic
partnership with IT solutions provider
Scan Business – a leader in provisioning
and managing NVIDIA-based
technologies. Together, Kao Data and
Scan have established a dedicated HPC
and AI ecosystem for advanced
computing users who utilise NVIDIA’s
latest generation hardware. This
strategic and timely alliance follows the
UK government’s plans to establish a
National AI Strategy, which aims to
boost business use of AI, attract
international investment and develop
the next generation of tech talent within
the UK.
Ten years ago, something like high
performance computing was primarily
the realm of research and academics.
Today, artificial intelligence powered by
HPC is seen by many as an engine of
productivity and economic growth. Kao
Data is well positioned to play a leading
role in helping deliver the National AI
Strategy through its existing focus on
HPC and AI.
From its inception, Kao Data’s
leadership team has been committed to
developing and operating one of the
UK’s most sustainable and energy
efficient data centres. This ambition
included a number of technical design
and engineering “firsts” that were
incorporated into the structure and
operations of the facility, in addition to
committing the campus to 100%
certified, renewable energy.
Infratil 40%
Legal & General Capital 30%
Goldacre 30%
KLON-01 data centre, Harlow
6667
Our healthy
approach
We invest in businesses that can positively
impact people. Our goal is to operate in
a manner that supports the wellbeing of
people physically, emotionally, intellectually
and materially.
67
6869
Strong healthcare systems are
essential for societies to function
properly. Never has this been
made more apparent than now, as
we observe the demands placed
on global healthcare systems by
the Covid-19 pandemic.
The last year saw a significant expansion in
Infratil’s healthcare portfolio, as it evolved
into a major Australasian diagnostic
imaging platform. Infratil has now invested
over $700 million in this sector. Diagnostic
imaging involves highly trained doctors
and medical staff using scanning
equipment to diagnose, monitor and
provide treatment for medical conditions,
the range of which is expanding as
technology improves.
Common examples of diagnostic imaging
include CT & MRI scans, X-ray and
Ultrasound.
Diagnostic imaging is an essential
component of a patient’s care pathway
and plays a critical role in preventative
health. Imaging informs clinical decision-
making by supporting diagnosis,
treatment planning, and unlocking
efficiency gains from high-cost acute
care. Early diagnosis and preventative
care can materially reduce overall system
costs and improve patient outcomes
which is why we are seeing funding bodies
increasing focus in this area.
The outlook for the diagnostic imaging
sector also benefits from the long-term
macroeconomic and socio-economic
tailwinds of a growing and ageing
demographic with an increasing
prevalence of chronic disease.
Infratil’s entry to healthcare began with
the 2020 purchase of Qscan. Qscan
operates predominantly on the eastern
seaboard of Australia. As one of Australia’s
largest radiology providers, Qscan
operates over 75 clinics across Australia.
The last 12 months saw the addition of
three significant New Zealand radiology
groups, providing Infratil with a major
footprint in the sector on both sides of
the Tasman.
The first acquisition was the purchase of
a shareholding in of Pacific Radiology,
New Zealand’s largest private diagnostic
imaging service provider, operating 46
clinics and employing 90 radiologists. It
has a significant presence in the South
Island and lower North Island with private
hospital co-location in 9 private hospitals
in Wellington, Christchurch, and Dunedin.
Its existing doctor shareholders retained a
shareholding, creating alignment and
setting the business up for continued
growth and development.
Using a similar partnership model, we then
purchased majority stakes in Auckland
Radiology and Bay Radiology. Auckland
Radiology is the largest private radiology
provider in Auckland, operating 15
strategically located clinics in the greater
Auckland area, and employing 32
radiologists. Bay Radiology is the largest
private radiology provider in the Bay of
Plenty region, operating eight strategically
located clinics and employing 16
radiologists. Following the three
acquisitions, Infratil holds 50.5% of the
combined New Zealand platform, with
the remainder held by doctors and
management.
Qscan is considered a market leader in
PET-CT imaging in Australia. Using very
small, safe amounts of radioactive tracers,
PET is an imaging technique most
frequently used to detect and assess
disease within the body. PET images are
then fused with anatomical CT images to
produce three dimensional images of the
body. The combination of PET and CT
produces a highly sensitive imaging
device able to detect early stages of
disease often undetectable by CT alone,
or by other imaging procedures such as
MRI. PET-CT scans are simple and
painless, offering patients and their
families information that helps doctors
detect and diagnose disease early and
begin treatment quickly.
Pacific Radiology introduced PET to the
New Zealand market and is a national
leader. There is high demand for
increased PET-CT capability throughout
New Zealand. The increased roll out of
PET-CT across both sides of the Tasman is
likely to improve patient outcomes while
also increasing demand for services.
As at 31 March, the combined Australasian
platform consisted of almost 150 clinics
and employed over 270 radiologists.
During the year the platform performed
over 1.7 million scans and saw over 1 million
patients.
While the businesses are structurally
separate on each side of the Tasman, we
are already seeing organic synergies
emerging across the platform. As the
platform evolves these are likely to
include joint investment in procurement,
AI, IT systems and other emerging
technologies. Over time this might also
include an improved ability to load share
and manage out of hours reporting with a
joint teleradiology reporting hub.
More excitingly, from a patient and doctor
perspective, is the increasing pool of
clinicians including leading sub-specialty
experts, which enables enhanced
collaboration, research and learning and
development opportunities.
We are continuing to see more
opportunities for strategic bolt-on
acquisitions as well as scale acquisitions
in adjacent healthcare sectors. Having
established a scaled Australasian
diagnostic imaging platform, we have
identified a number of attractive markets
with similar operating dynamics and
favourable funding schemes and
demographic tailwinds.
A large part of the upside for an Infratil
healthcare platform is the ability to invest
in technological innovation and
enhancements over the long-term for a
combined group.
Healthcare
Positively impacting people
Year ended 31 March20222021 ¹
Volume scans (‘000)1 , 7 6 7. 0 586.2
Sites (No. of standalone clinics)148 72
Total patients (‘000)1,088.8n/a
Total radiologists27294
CT machines 81 62
MRI machines 54 23
PET-CT machines 14 9
Revenue (NZD)$440.6m $65.5m
Operating expenses (NZD)($315.1m)($44.7m)
EBITDAF (NZD)$125.5m $20.8m
Capital expenditure (NZD) $57.3m
$ 7. 4 m
Net external debt (NZD)$667.6m $244.8m
Infratil book value (NZD)$722.2m $308.4m
1
Only from acquisition date of 22 December 2020
MRICTPET/CT
USXROther
Modality Mix - New ZealandModality Mix - Australia
MRI – Magnetic resonance imaging
(MRI scan) is an imaging technology
that produces three-dimensional images
of the inside of your body using strong
magnets and radio waves
CT – A computerised tomography scan
(CT scan) is a special type of
computerised x-ray that gives a highly
detailed picture of the organs and other
structures in your body
P E T- C T – PET is an imaging technique
using very small, safe amounts of
radioactive tracers (a special dye) to
detect abnormalities within the body. PET
images are then fused with anatomical CT
images to produce highly sensitive three-
dimensional images of your body
US - An ultrasound uses high frequency
sound waves to create images of the
inside of your body
XR – An x-ray uses a small amount of
radiation to create images of your bones
and internal organs
69
7071
The last year, from both an
operating and financial
perspective was a tale of two
halves and two variants. The
Covid-19 lockdowns impacted on
patient volumes across the group,
particularly in the key catchments
of Southeast Queensland and New
South Wales (including regional
areas), and also ACT.
Firstly, the tail end of the Delta outbreak
and in the second half of the year the
Omicron variant further delayed the
recovery in patient volumes. In addition,
requirements to isolate from ‘close
contacts’ impacted staff availability
within Qscan and also with its referrers
externally.
The extreme rainfall event and subsequent
flooding in Southeast Queensland and
Northern New South Wales in March also
posed challenges for health service
providers including Qscan. A number of
clinics were forced to close for short
periods in Byron Bay, Ballina, Lismore,
Casino and Maclean due to severe
weather conditions and difficulty
accessing them. In addition, the extreme
flooding severely damaged the Windsor
(Brisbane) clinic, causing it to remain
closed. It is expected to reopen later this
year after a complete refit, with flood
mitigation measures implemented.
Despite Covid-19 and flood interruptions
Qscan still opened four new PET-CT clinics
as well as a major clinic upgrade during
the year.
Qscan also maintained a full service
offering for patients throughout the
period. Its growth consistently
outperformed the overall market in terms
of both examinations and billings, resulting
in billing growth over the year of 6% vs.
market growth of 2% for the same period.
While health specialists are a precious
international commodity, Qscan is
recognised as a top employer with strong
radiologist advocacy. The company had a
strong track record, successfully
recruiting 20 additional radiologists during
the year, including many with subspecialty
expertise.
Qscan continues to invest heavily in
new equipment and is skewed towards
high-value modalities which are more
profitable and demonstrate above-market
growth. Qscan now owns over 300
machines which typically have a useful life
of 10-15 years. There has been significant
investment in the fleet in recent years,
with the average age of its highest value
equipment (e.g., CT, MRI and PET) less
than five years.
Qscan is continuing to roll out new
greenfield clinics in key regions, including
Western Australia, South Australia and
New South Wales. In March 2022, Qscan
opened its ninth standalone PET-CT clinic
in the eastern Perth area of Midland. This
clinic is expected to complement Qscan’s
sole, existing clinic in the south of Perth
and will provide digital X-Ray, CT,
Ultrasound and PET-CT services. New
facilities offering PET-CT services also
opened in Adelaide’s Windsor Gardens
and Sydney’s Kingswood area.
An additional comprehensive PET-CT clinic
in Sydney’s Westmead has recently
opened, with a full time radiologist and
nuclear medicine physician on site.
Construction was slightly delayed due to
Covid-19 disruption impacting building
supplies and access to site.
Qscan was an early mover in the
deployment of the PET scanning, which
identifies and measures tumours and
other cancers, outside hospitals and is
currently a market leader in Australia. The
business has a successful partnership with
Icon Group, Australia’s largest private
cancer care provider, for new PET sites.
PET has experienced strong growth due to
increased oncology demand, with
incidences of cancer forecast to increase
in Australia.
In addition to its existing network of clinics,
Qscan is actively pursuing partnership
opportunities to accelerate growth.
Diagnostic imaging remains a fragmented
market. Qscan remains focused on
identifying and executing on acquisitions
of high-quality operators in key locations,
similar to the strategy Infratil is following in
New Zealand with Pacific Radiology Group
and the bolt-on acquisitions of two more
radiology providers.
On 7 April 2022, Qscan completed the
acquisition of Envision Medical Imaging
(EMI). EMI is the largest private
comprehensive and sub specialist led
medical imaging clinic in Perth, located
opposite one of the city’s largest hospitals.
EMI has a high-quality group of over 20
radiologists and operates a full range of
imaging services including MRIs, CT,
PET-CT and nuclear medicine.
The Qscan Group continues to pride
itself on growing not only its national
footprint, but its model of patient care,
its contribution to the radiology and
health care industry generally, and
the positive impact on our wider
communities as a whole.
In this regard, as part of our focus on
ESG we have set targets for net zero
carbon emissions by 2030. This includes
the provision of green energy in all new
energy contracts, and sourcing 100% of
energy from renewable sources by
2025. As we build new clinics and
upgrade existing clinics, we are working
with the best industry advisors to find
ways to reduce our carbon footprint
and use recyclables in construction
and fit-outs.
Qscan Group has a long proud history of
supporting rural communities. We
continued that investment in the 2022,
increasing our investment in diagnostic
imaging in regional and remote areas,
including CT, MRI and PET-CT into
locations that historically would not have
had access to these modalities. Further,
as part of our Reconciliation Action Plan
we have partnered with not-for-profit
Indigenous education support group,
Yalari, to sponsor the secondary
education of two Indigenous children
from regional areas for the entirety of
their secondary education.
Our people remain our greatest asset
and so we have continued to prioritise
the investment in their ongoing learning
and professional development. Our
workforce has access to the latest in
online learning technologies as we
develop our capability to ensure we
continue to provide the highest quality
patient care. As our group of doctors
grows, we are seeing more opportunities
for doctors to engage with each other,
share ideas and explore new and
exciting opportunities of working
together. Ongoing learning and
development are a key strategic
imperative for Qscan as we strive
towards our goal of being the number 1
employer in market.
We also continue to support advances in
healthcare research by providing clinical
trial examinations across our national
network. Our contribution to healthcare
research has made meaningful
differences to everyday people by
providing better treatment options for
patients suffering from cancers,
concussions, and many other clinical
conditions. We remain committed and
passionate about our strategic
partnerships and have more recently
collaborated with Astra Zeneca and
Mundipharma to trial novel medicines in
the treatment of prostate cancer.
Chris Munday
Qscan Group
Chief Executive
“
This acquisition will expand Qscan’s
network to 81 clinics and over 130
radiologists.
Changes in federal health spending are
also positive for the sector. In its recent
budget, the Australian Government
announced that it intends to invest
A$66 million to deregulate and expand
access to Medicare funded MRI services
and provide critical diagnostic imaging
services to more regional and rural
Australians from 1 November 2022.
Reforming the licencing requirements will
mean regional and rural Australians can
find the most appropriate quality
diagnostic scan in a timely and affordable
manner closer to home. Currently, over
50% of rural and remote patients travel
significant distances to receive their
Medicare funded MRI. This will allow Qscan
to roll out more MRI machines across its
regional and rural network, improving
services across its catchments.
Infratil 56.3%
Doctors and Management 29.7%
Morrison & Co Growth Infrastructure Fund 14.0%
Australian Diagnostic Imaging
Qscan Group
7273
The year saw the entire health
sector grappling with the
challenges and disruptions
associated with the covid
pandemic, as lockdowns and
restrictions impacted on service
delivery. Despite this Infratil’s
New Zealand radiology group -
which grew following the
partnerships with Auckland
Radiology and Bay Radiology –
delivered a strong result.
Auckland Radiology is the largest private
radiology provider in Auckland, operating
15 strategically located clinics in the
greater Auckland area, and employing
32 radiologists. Bay Radiology is the
largest private radiology provider in the
Bay of Plenty region, operating eight
strategically located clinics and employing
16 radiologists.
Together with Pacific Radiology, the
combined nation-wide platform
now consists of 70 clinics and employs
141 radiologists.
The August lockdown was particularly
challenging, and this continued in the
Auckland region with its prolonged
restrictions as a result of the Delta
outbreak, and then Omicron’s emergence
across New Zealand over the summer
period. As the pandemic settings eased,
there was a good bounce-back in demand
for services which is expected to continue
through FY2023.
Notwithstanding the temporary reduced
revenues, the long-term outlook is very
promising. Our acquisitions have given
Infratil a significant foothold in the sector.
We then saw other deals with new
investors following our lead with
purchases of other radiology players,
giving confidence in the value proposition.
We also saw a new generation of specialist
associates join as shareholders. The
sector has excellent growth prospects –
illustrated by Pacific Radiology opening
new facilities in Rolleston, Queenstown
and at Wellington’s Wakefield Hospital
during the year. These purpose-built
regional facilities were all delivered on
time and within budget.
The decision, like the one to invest in a
brand-new purpose-built Queenstown
facility, aligns well to the group’s
commitment to supporting local regional
communities, by delivering world-class
radiology locally. Services available at
Kawarau Park in Queenstown, include
MRI, CT, Breast Imaging, Ultrasound, X-ray
imaging and specialised interventional
services such as musculoskeletal
injections.
Currently, New Zealand has a unique
healthcare system with a diversified range
of funding sources including ACC (for
accident-related injuries), District Health
Boards, Ministry of Health (cancer
screening), private healthcare insurance
and direct patient fees. The Government’s
restructuring of the health system is
expected to deliver benefits across
the sector.
There is an expectation of more nationally
driven service contracts as the District
Health Board-model disappears and is
taken over by Health New Zealand and the
Māori Health Authority. The restructured
system is intended to place much greater
emphasis on primary health services and
higher levels of diagnostic screening,
particularly for Māori and Pacific
communities who currently under-
present for these services.
This funding environment is expected to
remain stable given broad acceptance of
private clinics, capacity constraints in the
public system, and diagnostic imaging’s
critical role in preventative health and
informing clinical decision-making.
New Zealand’s public healthcare
expenditure has increased at 6.3% over
the last five years, driven largely by
population growth and an ageing
population – contributing to higher
healthcare expenditure per capita. This
growth rate is expected to taper with
expenditure forecast to increase to $23
billion by FY2025 (representing a 10-year
increase of 4.3% per annum) and then
continuing to be broadly in line with
historical increases. Total public
healthcare expenditure is forecast to peak
in FY2021 and FY2022 largely due to the
Government’s response to Covid-19
(including vaccination costs, the national
health response, and managed isolation
and quarantine costs).
As the shift to larger, more centralised
contracting systems occurs, the group is
well placed. It has a roughly 35% share of
the country’s radiology services,
employing over 1,200 staff, with 70 clinics
nationwide. The majority of patient exam
fee revenue comes from complex
modalities (CT, MRI and PET), which are
expected to grow at a faster rate than
total public healthcare expenditure.
Pacific Radiology also continues to place
emphasis on contributing to research with
its specialist radiologists contributing to
new research in areas like prostate
screening and neurodegenerative
disorders. This is an important part of its
community and sustainability
contribution. It also delivers free breast
screening services across the South
Island to assist with early identification
and treatment of breast cancer.
Recent developments in a global study
including Pacific Radiology’s Research &
Development Group highlight some of the
research they are doing and mean that
patients with neurodegenerative
disorders could soon receive quicker,
more accurate diagnoses. In collaboration
with research teams in Melbourne and
Munich, as well as the Christchurch based
New Zealand Brain Research Institute,
Pacific Radiology is using a new
radioactive tracer to image particularly
hard to diagnose conditions that often
present deep in the brain. The tracer
works by binding to the abnormal proteins
in the brain, meaning they show up clearly
on a PET scan.
With New Zealand’s ageing population, it
is hoped this technology can save time
and money, as well as providing more
timely assistance to referrers and their
patients.
The radiologist doctors working for Pacific
Radiology, Auckland Radiology and Bay
Radiology have a long tradition of working
in both the public and private systems.
Collectively we employ around one third
of radiologists in New Zealand which
means we are an integral part of the
overall health ecosystem in the country.
The group has an on-going commitment
to maintaining and strengthening our
relationships with District Health Boards
and their successor regional groupings
being established under Health
New Zealand over the next year. Similarly,
we are committed to helping the new
Māori Health Authority deliver better
outcomes for Māori. We are currently
shaping up a joint venture with an iwi
health provider to improve equity of
access which we are confident will deliver
immediate outcomes through better
equity of access to diagnostic imaging.
Similarly, we are exploring mobile services
to improve equity of access which is
consistent with our long–term mantra of
delivering world class radiology locally. A
current example of this our long running
mobile mammography service in the
South Island, providing easier access for
many isolated rural communities.
Terry McLaughlin
Pacific Radiology
Chief Executive
“
Infratil 50.5%
Doctors and Management 49.5%
New Zealand Diagnostic Imaging
Pacific Radiology, Auckland Radiology and Bay Radiology
7475
The past year has presented
significant challenges due to the
Covid-19 pandemic, including
supply chain issues, workforce
pressures and increased costs of
materials for refurbishments and
construction activities.
Positively, a continued focus on, and
commitment to the safety and wellbeing of
residents against the backdrop of a
buoyant property market contributed to a
record-breaking year financially.
The company delivered an underlying profit
of A$56.5 million, up from A$30.2 million
on the prior year and a net profit after tax of
A$149.1 million, up from A$55.6 million on
the prior year. The increase in demand for
the safety and security that a retirement
community provides drove established
community resales to 489, an increase of
51.4% from the prior year.
Portfolio occupancy during the financial
year remained above the industry average.
15 villages are now operating waitlists and
overall village occupancy has increased to
~95% compared to the Australian industry
average of 90%.
Absolute clarity of strategy, and a deep
understanding of their residents has been
one of the significant drivers of
performance for RetireAustralia. Resident
satisfaction remained stable and positive,
with 88% of residents saying they are
satisfied or very satisfied with life in their
village. RetireAustralia has seen no serious
illness from Covid-19 amongst residents
and staff and has maintained a continuity
of care and support for residents despite
staff shortages.
RetireAustralia
Year Ended 31 March20222021
Residents5,2835,041
Serviced Apartments500535
Independent Living Units3,5693,584
Apartments & Unit resales489323
Resale gain per Apartment/UnitA$135,665A$147,704
New Apartment & Unit sales7620
New Apartment & Unit average sales priceA$676,941A$645,850
Average occupancy receivable per Apartment/UnitA$132,428A$125,807
Embedded resales gain per Apartment/UnitA$51,584A$38,229
Underlying profitA$56.5mA$30.2m
Net profit after TaxA$149.1mA$55.6m
Capital expenditureA$49.2mA$55.6m
Net external debtA$161.7mA$187.2m
Infratil book valueNZ$417.3mNZ$340.9m
Fair value of Infratil’s investmentNZ$408.8mNZ$361.0m
Infratil 50%
New Zealand Superannuation Fund 50%
After the pandemic-induced slowdown
with developments in 2021, the Group
is accelerating construction with four
sites under construction. A further 34
apartments are being built at The Rise at
Wood Glen, and 22 units at Forresters
Beach - both are premium villages on
the NSW Central Coast. In South East
Queensland, construction of a further
66 apartments is underway at The Verge
on the Gold Coast as well as 92
apartments at The Green at Tarragindi,
Brisbane.
RetireAustralia is also continuing to build
up its development pipeline for the next
five years and beyond. An A$40 million
third stage at The Verge on the Gold
Coast has recently been approved. The
stage will include 62 independent living
apartments as well as a care hub with 10
to 12 beds, alongside the 106 apartments
already completed or under construction.
A systematic review of opportunities at a
village level during the year resulted in the
sale of the 50-unit Harwin Retirement
Village in South Australia in April 2022.
Pleasingly, the majority of residents opted
to stay with RetireAustralia and were
relocated to other villages nearby.
RetireAustralia’s strong performance
reinforces Infratil’s decision (along with
our investment partner, the New Zealand
Superannuation Fund) to undertake a
strategic review of our shareholding in the
business. We each acquired 50% of
RetireAustralia in 2014 for a combined
A$618 million (debt A$210 million and
equity A$408 million).
With a strong management team in place
and the business performing well, it is
time to consider what ownership
structure is best for RetireAustralia and
for Infratil’s shareholders. While we are
reviewing our position there will be no
change to services, facilities or the
experience of residents and their families.
Last year RetireAustralia delivered
consistent high performance whilst
navigating through natural disasters and
some of our most significant Covid-19
challenges so far. We achieved this by
continuing our focus and commitment to
our residents, while also doubling down on
driving the performance of the business.
I’m very proud of how we maintained our
villages as safe havens while continuing to
offer high quality services, make sales,
and progress our development
programme through extensive and
stringent lockdowns, the Omicron wave,
floods, workforce pressures, and supply
chain issues. The RetireAustralia team
tackled every challenge diligently,
compassionately and with care and
respect for each other and for our
residents.
Our strong financial performance is
underpinned by a shared purpose;
depth of quality delivery and extensive
expertise; and a targeted and deliberate
approach to achieving consistently high
performance.
Dr. Brett Robinson
RetireAustralia
Chief Executive
“
7677
Wellington Airport
It was a turbulent year for aviation
and Wellington Airport, bookended
by travel re-openings with the
short-lived trans-Tasman bubble in
mid-2021 before the border closed
again in August. Then, at the very
end of the year - 31 March 2022 –
we saw Wellington Airport once
again welcoming back flights
from Australia.
Through border closures, domestic
lockdowns and the outbreaks of Delta and
Omicron, Wellington Airport remained
resilient, adapting quickly to changing rules
and regulations and maintaining financial
stability due to the planning and structures
that were put in place from the outset of
the pandemic.
On the financial side, Wellington Airport
continued to manage operating and capital
costs closely through the year. It delivered a
net profit after tax of $3.0 million,
compared to a loss of $35.8 million the
previous year and EBITDAF of $56.8 million,
an increase of 58% on the previous year.
There was a concerted focus on managing
capital and operating costs and retaining
the cost savings achieved last year where
possible. At the same time, certain
operating expenses increased over the
year mainly due to variable costs in line with
the growth in passenger numbers, and also
rates and insurance.
In September 2021, Wellington Airport
issued $125 million of retail bonds which
fully repaid bank debt, with surplus funds
currently held in cash and short-term
deposits. It also refinanced its bank debt
facilities, including the extension of bank
term maturities to 2025 and 2026 and
a reduction in overall bank facilities to
pre-covid levels of $100 million. In
May 2020, at the outset of the pandemic
shareholders put in place a support
agreement totalling $75.8 million.
Year Ended 31 March20222021
Passengers Domestic 3,480,581 2,968,960
Passengers International 48,667 162
Scope 1 & 2 emissions CO₂e tonnes1,066 989
Aeronautical income $54.3m $34.0m
Passenger services income $22.3m $18.2m
Property & other income $13.8m $12.7m
Operating costs($33.6m)($28.9m)
EBITDAF $56.8m $36.0m
Net profit/(loss) after tax $3.0m($35.8m)
Capital expenditure $17.8m $35.0m
Net external debt $584.5m $595.9m
Infratil cash income - $38.1m
Infratil’s book value $580.0m $511.2m
Infratil 66%
Wellington City Council 34%
Pleasingly, these have not been required
to be called upon given the work done
to done to strengthen the Airport’s
financial position.
Challenging as covid has been, it allowed
for the smoother completion of essential
works needed for regulatory, resilience and
safety reasons. This includes beginning
reconstruction of the main taxiway for the
first time since the Airport opened in 1959,
and progressing plans to implement the
Airport Masterplan and terminal expansion.
Another major resilience project is the
replacement of the western and southern
seawalls and breakwater. This
infrastructure is nearing the end of its life
and now requires full replacement rather
than relying on ongoing repairs. The seawall
is absolutely vital to the Airport’s climate
change adaptation programme, as it
protects the runway and other assets from
sea level rise, storm surges and increasing
frequency and severity of weather events.
Significantly, it also protects City Council-
owned roading and the major sewer pipes
to and from Moa Point which carry the
majority of Wellington’s wastewater.
Wellington Airport’s investment in strong
airline relationships has continued, and it is
well positioned for a return to growth.
Domestically, the Airport reached a high of
93% of pre-covid travel in July 2021.
The start of the financial year in April 2021
coincided with a period of strong domestic
growth and the trans-Tasman border
opening. This provided a much needed
boost to the Airport’s operators and most
were operating their usual pre-covid hours.
Most regional routes were busier than prior
to covid as New Zealanders took the
opportunity to explore New Zealand while
unable to venture abroad, particularly
during the July school holidays.
The number of travellers then plummeted in
August due to nationwide lockdowns,
dropping to 2% of pre-covid levels.
This became challenging through the
outbreaks, restrictions and lockdowns that
followed, but the company worked in
partnership with its airport operators to
ensure stores remained open, which has
helped maintain all terminal services and
retail at the highest and safest levels
possible during this challenging time.
7879
The recovery from September was
marked by the continuation of Auckland’s
lockdown. Despite these challenges,
Wellington Airport was able to find silver
linings such as the launch of a direct route
to Whangarei and the Bay of Islands while
transfer through Auckland was not
possible.
However, the arrival of the Omicron
variant again significantly affected
New Zealanders’ ability and willingness to
travel (as well as airlines capability to
operate their full schedule). As the
current outbreak peaked, domestic travel
reached its low point in mid-March, but
then recovered on average 7% per week
to the end of the financial year as
New Zealanders looked to the future
with more confidence.
On the international side, despite
optimism at the beginning of the year,
frequent pauses and the eventual
suspension of trans-Tasman travel
resulted in only 49,000 international
passengers for the financial year. The
forecast is for growth in travel and tourism
through the year ahead, with both the
pandemic and government policy on
border restrictions having reached a
period of greater predictability.
By year end, routes had been restored to
Brisbane, Sydney, Melbourne and Fiji with
Air New Zealand and Fiji Airways. Qantas
and Jetstar will shortly resume trans-
Tasman travel as well, providing a
capacity boost and important
competition on these routes. Jetstar will
also resume services to the Gold Coast in
June. Based on current schedules, the
Airport is anticipating almost 65% of
Wellington’s pre-covid international
capacity will be operating by July.
Meanwhile, the Airport’s sustainability
programme included welcoming the first
electric flight, making further reductions
in energy use, and launching a new
community garden to establish a circular
economy for terminal waste. The Airport
will work alongside the Government’s
Emissions Reduction Plan which will set
out the path to Net Zero across every
industry in New Zealand and is confident
the aviation sector can meet its emissions
targets through improved efficiency, new
technology and alternative fuel options.
Wellington has one of the most space-
constrained airports in the world, with
water to the north and south, and nearby
residential housing on two sides. To
enable future expansion, it is seeking a
designation to enable development of the
Airport site and some of the Miramar Golf
Course land to the East. In May 2021 an
independent hearing was held, which
recommended letting the designation
proceed, subject to conditions around
Airport noise and other impacts. Since
then, this decision has been appealed to
the Environment Court. Infratil is strongly
of the view the expansion is in the best
interests of Wellingtonians.
Finally, this year marks the end of the
decade long tenure of outgoing Chief
Executive Steve Sanderson. Steve spent
his first eight years leading the Airport
through a period of strong travel growth
and investment, including the domestic
terminal extension, onsite hotel, a
rejuvenated retail layout, the multi-level
carpark building, designation for
expansion to the east and the arrival of
Singapore Airlines with their new A350.
The last two years brought a new series of
challenges responding to covid and the
impact on the travel and hospitality
industry. Steve did an exceptional job
managing the Airport and staff through
both these periods.
With all change comes opportunity, and
we are looking forward to a period of
post-covid growth led by Matt Clarke as
Chief Executive. Matt has been Chief
Commercial Officer since 2010 and his
optimism, energy and experience will ably
lead the Airport through the transition
period and beyond.
At Wellington Airport we are taking an
approach of absolute reduction in resource
use and emissions, rather than relying on
carbon offsetting to achieve environmental
goals. This requires real, tangible action
and we are making strong progress across
all areas.
In April 2020 we commenced a 24 month
Building Management System optimisation
and analytics project to improve the
efficiency of the terminal’s heating and
cooling operations. We have managed to
reduce energy consumption by 4.8%
so far, representing a 65-tonne reduction
in emissions.
Outside the airport terminal, we have been
working to combat aviation’s greatest carbon
source: aircraft emissions. Alongside Sounds
Air, Air New Zealand, GHD and Blenheim and
Nelson Airports, we have established the
Electrification of Regional Aircraft working
group. As group technical lead, Wellington
Airport is tasked with crafting understanding
around the infrastructure and technical
considerations necessary on the ground to
support electric aircraft operations. Our work
will continue through the next four years and
beyond, in anticipation of the arrival of
Sounds Air’s fully-electric ES-19 from 2026.
On the ground, we are pushing ahead with
plans to introduce alternative energy sources
to power our terminal building operations,
with particular attention to solar. Over the
next year we will carry out a comprehensive
feasibility study to iron out the technical and
financial considerations required to progress
with the installation of a PV array. We are also
developing plans for an Energy Centre and
ground source heating, which form a critical
part of our expansion plans and will enable us
to cease use of gas boilers, one of our largest
sources of emissions.
The past year has been significant in the
development of legislation aimed at reducing
emissions across all industries. Aviation is a
notoriously difficult industry to decarbonise,
owing to the current absence of practical
high energy-density, non-hydrocarbon fuel
alternatives; and this is recognised by the
Climate Change Commission in its reports
and recommendations. Despite this,
technology is developing rapidly, and
Wellington Airport is leading the way,
particularly in the development of electric
infrastructure. We intend to lead the aviation
sector’s role in New Zealand’s non-negotiable
goal of net-zero emissions by 2050.
Matt Clarke,
Wellington Airport
Chief Executive
Passengers
600,000
500,000
400,000
300,000
200,000
100,000
Apr 19Sep 19Feb 20Jul 20Dec 20May 21Oct 21Mar 22Aug 22Jan 23
DomesticInternational
250
Emissions (t C0
2
-e)Emissions Intensity (t C0
2
-e/ pax)
0.009
0.008
0.007
0.006
0.005
0.004
0.003
0.002
0.001
0
200
150
100
50
0
Apr 19Jun 19Aug 19Oct 19Dec 19Feb 19Apr 20Jun 20Aug 20Oct 20Dec 20Feb 21Apr 21Jun 21Aug 21Oct 21Dec 21Feb 22
Domestic Passengers
Scope 2: Electricity
International Passengers
EBITDAF
Domestic
International
Forecast
EBITDAF & Passengers
In the decade to FY2020, passengers
rose stably at 2% year and earnings 4%.
The restrictions on movement and travel
that were put in place to prevent the
spread of Covid-19 clearly had a huge
impact on passenger numbers.
With the right application of technology,
air travel is expected to continue
growing sustainably, returning to
pre-covid levels by mid-decade.
Passenger Recovery
The Airport’s monthly traffic over the
11 months pre-Covid shows stable
passenger numbers consistently above
500,000. The subsequent 25 months,
and the forecast for the next year
shows the strong recovery in domestic
passengers with international
passengers slowly returning from
April 2022.
Domestically, the Airport reached a
high of 93% of pre-Covid travel in
July 2021. However, the impacts of
extended lockdowns elsewhere, such
as Auckland, can be seen over the
second half of the year.
Wellington Airport emissions
(Scope 1, Scope 2 & Scope 3)
Scope 1 (direct emissions from Wellington
Airport-owned sources) and Scope 2
(indirect emissions from purchased energy
used by our operations) have remained well
below pre-covid levels.
This is the direct result of significantly less
boiler use for terminal heating, heating,
ventilation and air conditioning optimisation,
the continued rollout of LED lighting and low
levels of staff travel over the year.
The relative maintenance of decreased
emissions is evidenced by the stability of
emissions intensity per passenger
(CO
2
-e Intensity).
“
$0
$140
$120
$100
$80
$60
$40
$20
Millions
7
6
5
4
3
2
1
0
Millions
2013201420152016201720182019202020212022
International PassengersEBITDAFDomestic Passengers
Scope 1: Airport vehiclesScope 1: Refrigerants
Scope 3: Staff travel
Scope 1: Natural Gas
CO
2
-e Intensity
Target 30% reduction
against FY17 (by month)
8081
81
Financial
Statements
Contents
Consolidated Statement
of Comprehensive Income
82
Consolidated Statement
of Financial Position
83
Consolidated Statement
of Cash Flows
84
Consolidated Statement
of Changes in Equity
85
Notes to the Financial
Statements
87
Corporate Governance147
Directory 163
81
82
The accompanying notes form part of these consolidated financial statements.
Consolidated Statement
of Comprehensive Income
For the year ended 31 March 2022
Notes
2022
$Millions
2021
$Millions
Operating revenue11 858.9 408.2
Dividends
1.7
-
Total revenue
860.6
408.2
Share of earnings of associate companies6 268.5 182.6
Total income1,129.1 590.8
Depreciation14 84.6 55.2
Amortisation of intangibles18 6.8 5.2
Employee benefits275.3 81.1
Operating expenses12 556.6 399.1
Total operating expenditure923.3 540.6
Operating surplus before financing, derivatives, realisations and impairments205.8 50.2
Net gain/(loss) on foreign exchange and derivatives68.0 (56.4)
Net realisations, revaluations and impairments14.231.8
Interest income6.4 1.6
Interest expense165.9 138.8
Net financing expense159.5 137.2
Net surplus/(loss) before taxation128.5 (111.6)
Taxation expense/(credit)13 22.6 (9.7)
Net surplus/(loss) for the year from continuing operations105.9 (101.9)
Net gain/(loss) from discontinued operations after tax10 1,125.8 85.9
Net surplus/(loss) for the year1,231.7 (16.0)
Net surplus/(loss) attributable to owners of the Company1,169.3 (49.2)
Net surplus/(loss) attributable to non-controlling interests62.4 33.2
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 83.6 260.9
Share of other comprehensive income of associate companies19.5 8.0
Net change in equity investments at fair value through other comprehensive income14.8 46.1
Ineffective portion of hedges taken to profit and loss - -
Income tax effect of the above items(20.2)(90.4)
Items that may subsequently be reclassified to profit and loss:
Differences arising on translation of foreign operations(30.7)90.0
Realisations on disposal of subsidiary, reclassified to profit and loss(444.4) -
Effective portion of changes in fair value of cash flow hedges(53.6)218.5
Income tax effect of the above items21.2 (28.1)
Total other comprehensive income/(loss) after tax(409.8)505.0
Total comprehensive income/(loss) for the year821.9 489.0
Total comprehensive income for the year attributable to owners of the Company1,191.7 335.4
Total comprehensive income for the year attributable to non-controlling interests(364.2)153.6
Earnings per share
Basic and diluted (cents per share) from continuing operations4 6.0(18.6)
Basic and diluted (cents per share) 4 161.7 (6.8)
83
The accompanying notes form part of these consolidated financial statements.
Consolidated Statement
of Financial Position
As at 31 March 2022
Alison Gerry Mark Tume
Director Director
Notes
2022
$Millions
2021
$Millions
Cash and cash equivalents23.1 851.0 133.8
Trade and other accounts receivable and prepayments23.1 173.2 315.4
Derivative financial instruments23.4 65.3 76.2
Inventories2.0 1.9
Income tax receivable12.3 17.6
Assets held for sale10 194.8 2,253.4
Current assets1,298.6 2,798.3
Trade and other accounts receivable and prepayments23.1 7.7 13.5
Property, plant and equipment14 3,401.1 3,238.7
Investment properties15 279.3 260.1
Right of use assets16.1 159.2 115.5
Derivative financial instruments23.4 80.9 92.0
Intangible assets18 121.3 74.0
Goodwill 17 1,807.2 752.7
Investments in associates6 2,125.9 1,612.4
Shareholder loans to associates6 469.4 514.5
Other investments7 101.2 80.9
Non-current assets8,553.2 6,754.3
Total assets9,851.8 9,552.6
Accounts payable, accruals and other liabilities445.9 305.8
Interest bearing loans and borrowings19 215.5 94.1
Lease liabilities16.2 22.7 20.3
Derivative financial instruments23.4 48.3 89.2
Income tax payable9.4 4.1
Infrastructure bonds20 193.5 93.8
Trustpower bonds21 127.7 83.0
Wellington International Airport bonds22 - 75.0
Liabilities directly associated with the assets held for sale10 50.9 906.7
Current liabilities1,113.9 1,672.0
Interest bearing loans and borrowings19 851.7 916.2
Other liabilities151.3 195.4
Lease liabilities16.2 226.6 182.3
Deferred tax liability13.3 257.4 284.8
Derivative financial instruments23.4 70.5 66.9
Infrastructure bonds20 963.1 1,053.2
Perpetual Infratil Infrastructure bonds20 231.9 231.9
Trustpower bonds21 223.0 350.0
Wellington International Airport bonds and senior notes22 621.7 510.7
Non-current liabilities3,597.2 3,791.4
Attributable to owners of the Company3,713.9 2,644.0
Non-controlling interest in subsidiaries1,426.8 1,445.2
Total equity5,140.7 4,089.2
Total equity and liabilities9,851.8 9,552.6
Net tangible assets per share ($ per share)3.61 2.97
Approved on behalf of the Board on 18 May 2022
84
Consolidated Statement
of Cash Flows
For the year ended 31 March 2022
Notes
2022
$Millions
2021
$Millions
Cash flows from operating activities
Cash was provided from:
Receipts from customers1,585.5 1,175.0
Distributions received from associates61.2 73.6
Other dividends2.1 -
Interest received6.9 6.1
1,655.7 1,254.7
Cash was disbursed to:
Payments to suppliers and employees(1,364.0)(953.1)
Interest paid(157.4)(159.9)
Taxation paid(51.5)(50.3)
(1,572.9)(1,163.3)
Net cash inflow from operating activities25 82.8 91.4
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of associates - -
Capital returned from associates43.3 78.3
Proceeds from sale of subsidiaries (net of cash sold)1,654.5 -
Proceeds from sale of property, plant and equipment0.1 -
Proceeds from sale of investment property0.2 34.8
Proceeds from sale of investments44.3 0.7
Return of security deposits189.2 127.6
1,931.6 241.4
Cash was disbursed to:
Purchase of investments(313.1)(65.0)
Proceeds to Shareholder (loan)(0.4) -
Lodgement of security deposits(172.4)(219.4)
Purchase of intangible assets(6.1)(9.4)
Interest capitalised on construction of fixed assets - -
Purchase of shares in subsidiaries, net of cash acquired(1,159.4)(821.2)
Purchase of investment properties - (16.0)
Purchase of property, plant and equipment(115.6)(459.8)
(1,767.0)(1,590.9)
Net cash inflow / (outflow) from investing activities164.6 (1,349.5)
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares - 294.1
Sale of shares in non-wholly owned subsidiary- -
Proceeds from issue of shares to non-controlling interests372.9 241.8
Bank borrowings1,023.8 852.9
Issue of bonds227.4 184.6
1,624.1 1,573.4
Cash was disbursed to:
Repayment of bank debt(1,018.7)(295.0)
Repayment of lease liabilities(26.1)(12.9)
Loan establishment costs(7.3)(18.4)
Repayment of bonds(251.9)(25.0)
Infrastructure bond issue expenses(2.2)(2.6)
Share buyback(6.7) -
Capital return to non-controlling shareholders in subsidiary companies - (96.2)
Dividends paid to non-controlling shareholders in subsidiary companies(66.7)(65.3)
Dividends paid to owners of the Company3 (121.8)(117.7)
(1,501.4)(633.1)
Net cash inflow / (outflow) from financing activities122.7 940.3
Net increase / (decrease) in cash and cash equivalents370.1 (317.8)
Foreign exchange gains / (losses) on cash and cash equivalents(4.3)36.9
Cash and cash equivalents at beginning of the year133.8 730.3
Cash balances on acquisition9.8 26.0
Adjustment for cash classified as assets held for sale10 341.6 (341.6)
Cash and cash equivalents at end of the year851.0 133.8
The accompanying notes form part of these consolidated financial statements.
85
The accompanying notes form part of these consolidated financial statements.
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2022
Capital
$Millions
Revaluation
reserve
$Millions
Foreign
currency
translation
reserve
$Millions
Other
reserves
$Millions
Retained
earnings
$Millions
Total
$Millions
Non-
controlling
$Millions
Total equity
$Millions
Balance as at 1 April 20211,049.0 767.3 28.2 64.0 735.5 2,644.0 1,445.2 4,089.2
Net surplus/(deficit) for the year - - - - 1,169.3 1,169.3 62.4 1,231.7
Other comprehensive income, after tax
Differences arising on translation of foreign
operations
- - (29.3) - - (29.3)5.2 (24.1)
Items reclassified to profit and loss on disposal
of subsidiaries
- (232.3)(0.2)(14.4)232.3 (14.6)(429.8)(444.4)
Net change in fair value of equity investments
at FVOCI
- - - 14.8 - 14.8 - 14.8
Realisations on disposal of equity investments
at FVOCI
- - - (14.6)20.2 5.6 - 5.6
Ineffective portion of hedges taken to profit
and loss
- - - - - - - -
Effective portion of changes in fair value of
cash flow hedges
- - - (15.5) - (15.5)(23.5)(39.0)
Fair value change of property, plant & equipment
recognised in equity
- 41.9 - - - 41.9 21.5 63.4
Share of associates other comprehensive
income - - - 19.5 - 19.5 - 19.5
Total other comprehensive income - (190.4)(29.5)(10.2)252.5 22.4 (426.6)(404.2)
Total comprehensive income for the year - (190.4)(29.5)(10.2)1,421.8 1,191.7 (364.2)827.5
Contributions by and distributions to
non-controlling interest
Non-controlling interest arising on acquisition of
subsidiary
- - - - - - 412.4 412.4
Buy back of shares to non-controlling interests - - - - - - - -
Issue/(acquisition) of shares held by outside
equity interest - - - - - - - -
Total contributions by and distributions to
non-controlling interest - - - - - - 412.4 412.4
Contributions by and distributions to owners
Shares issued - - - - - - - -
Share buyback - - - - - - - -
Shares issued under dividend reinvestment plan8.3 - - - - 8.3 - 8.3
Conversion of executive redeemable shares - - - - - - - -
Dividends to equity holders - - - - (130.1)(130.1)(66.6)(196.7)
Total contributions by and distributions to owners8.3 - - - (130.1)(121.8)(66.6)(188.4)
Balance at 31 March 20221,057.3 576.9 (1.3)53.8 2,027.2 3,713.9 1,426.8 5,140.7
86
The accompanying notes form part of these consolidated financial statements.
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
Total
$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 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
Items reclassified 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 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)335.4 153.6 489.0
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
Share issued
294.1 - - - - 294.1 - 294.1
Share buyback
- - - - - - - -
Shares issued under the 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 64.0 735.5 2,644.0 1,445.2 4,089.2
87
Notes to the
Financial Statements
For the year ended 31 March 2022
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
Principles (‘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), financial derivatives valued in
accordance with accounting policy (K), and financial assets valued
in accordance with accounting policy (R).
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.
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 Group. 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
88
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 2-120
Vehicles, plant and equipment1-40
Renewable generation 12-200
Landnot depreciated
Leasehold improvements4-40
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.
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 and intangible assets
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.
Intangible customer base assets
Intangible assets include lease agreements & software, customer
acquisition costs, customer contracts and brands.
Amortisation is calculated to write off the cost of intangible assets
less their estimated residual values using the straight-line method
over their estimated useful lives, and is generally recognised in
profit or loss.
The estimated useful lives for current and comparative periods are
as follows:
• Lease agreements and software: 3 - 7 years
• Customer acquisition costs: 12- 20 years
• Customer contracts: 1-5 years
Amortisation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
Brand names
Brand names that are acquired as part of a business combination
are recognised separately from goodwill. These assets are carried
at their fair value at the date of acquisition less impairment losses.
Brand names are valued using the relief from royalty method.
Brand names are determined to have indefinite useful lives and
therefore do not attract amortisation. Key factors taken into
account in concluding this was the ongoing strong recognition of
the brands, and the absence of any legal, technical or commercial
factors indicating that a finite life would be more appropriate.
The carrying value of a brand is subject to an annual impairment
test (with goodwill) to ensure the carrying value does not exceed
the recoverable amount at balance date.
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.
89
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 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.
90
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 seven main business segments,
Trustpower, Tilt Renewables, Wellington International Airport,
Diagnostic Imaging, Gurīn Energy, Associate Companies and
Other. Other comprises investment activity not included in the
specific categories.
R Financial assets - available for sale
These assets are subsequently measured at fair value. Dividends
are recognised as income in profit or loss unless the dividend
clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are never
reclassified to profit or loss.
S Adoption status of relevant new financial reporting
standards and interpretations
In April 2021, the IFRS Interpretations Committee (‘IFRIC’) issued
an agenda decision clarifying its interpretation on how current
accounting standards apply to configuration and customisation
costs incurred in implementing Software-as-a-Service (‘SaaS’)
cloud computing arrangements. The decision discusses whether
configuration and customisation costs relating to cloud computing
arrangements are able to be recognised as intangible assets, and
if not, over what period the expenditure is expensed.
The Group’s previous accounting policy was to record these
configuration and customisation costs as part of the cost of an
intangible asset and amortise these costs over the useful life of
the software assets.
The impact of adopting IFRIC’s agenda decision on the Group’s
Consolidated Statement of Comprehensive Income for the year
ended 31 March 2022 has been applied and is summarised below:
The prior year adjustment for the initial application of the IFRIC
agenda decision on the configuration and customisation costs
incurred in implementing SaaS have been assessed as immaterial
to the Group, therefore, have been prospectively adjusted for in
the current year. The Vodafone share of associates’ surplus
before tax includes a prior year adjustment of $5.2 million.
The current year impact also included is $13.8 million. As a result,
the share of earnings of associate companies and carrying value
of the investment in associate has been impacted by $19.0 million
in 2022.
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.
91
2 Nature of business
The Group owns and operates infrastructure businesses and
investments in New Zealand, Australia, the United States, Asia,
United Kingdom 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)
20222021
Total authorised and issued
shares at the beginning of the
year722,952,533 659,678,837
Movements during the year:
New shares issued - 63,273,696
New shares issued under
dividend reinvestment plan1,031,049 -
Treasury stock reissued under
dividend reinvestment plan - -
Conversion of executive
redeemable shares - -
Share buyback - -
Total authorised and issued
shares at the end of the year723,983,582 722,952,533
During the comparative period the Company issued 63.3 million
shares. In total, net proceeds after issue costs of $294.1 million
were raised via an institutional placement and share purchase plan
for existing shareholders. All fully paid ordinary shares have equal
voting rights and share equally in dividends and equity.
At 31 March 2022 the Group held 1,662,617 shares as Treasury
Stock (31 March 2021: 1,662,617).
Dividends paid on ordinary shares
2022
Cents per
share
2021
Cents per
share
2022
$Millions
2021
$Millions
Final dividend prior year11.50 11.00 83.0 72.5
Interim dividend current
year6.50 6.25 47.1 45.2
Dividends paid on
ordinary shares18.00 17.25 130.1 117.7
4 Earnings per share
2022
$Millions
2021
$Millions
Net surplus from continuing operations
attributable to ordinary shareholders 60.8(120.8)
Basic and diluted earnings per share (cps)
from continuing operations8.4(17.0)
Net surplus attributable to ordinary
shareholders 1,186.6 (49.2)
Basic and diluted earnings per share (cps)164.1 (6.9)
Weighted average number of
ordinary shares
Issued ordinary shares at 1 April 723.0 659.7
Effect of new shares issued - 49.6
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
- -
Effect of shares bought back - -
Weighted average number of
ordinary shares at end of year 723.3 709.3
92
5 Operating segments
Trustpower, Tilt Renewables and Gurīn Energy are renewable generation investments, Wellington International Airport is an airport
investment and Qscan Group and RHC Holdco make up the Group’s diagnostic imaging platform. Associates comprises Infratil’s
investments that are not consolidated for financial reporting purposes including CDC Data Centres, Vodafone New Zealand,
RetireAustralia, Longroad Energy, Kao Data and Galileo Green Energy. Further information on these investments is outlined in Note 6.
The Group’s investment in Tilt Renewables and Trustpower’s retail business are treated as Discontinued Operations as at 31 March 2022.
Further information on these investments is outlined in Note 10.1 and 10.2. 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.
Trustpower
New Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
Diagnostic
Imaging
Australasia
$Millions
Gurīn
Energy
Asia
$Millions
Associates
$Millions
All other
segments
and
corporate
New
Zealand
$Millions
Eliminations &
discontinued
operations
$Millions
Total
$Millions
For the year ended
31 March 2022
Total revenue1,019.7 60.0 95.6 440.5 - - 87.4(759.0)944.2
Share of earnings of associate
companies
- - - - - 268.5 - - 268.5
Inter-segment revenue - - - - - - (72.8)(10.6)(83.4)
Total income1,019.7 60.0 95.6 440.5 - 268.5 14.6(769.6)1,129.3
Operating expenses (excluding
depreciation and amortisation)
(815.1)(47.9)(39.1)(341.3)(6.3) - (222.7)640.3(832.1)
Interest income - 0.4 0.2 - - - 6.2 (0.4)6.4
Interest expense(29.8)(6.7)(26.1)(34.4)(0.1) - (76.7)7.9(165.9)
Depreciation and amortisation(47.4)(19.5)(30.5)(40.4)(0.1) - - 46.5 (91.4)
Net gain/(loss) on foreign
exchange and derivatives
42.9 (12.7)(1.1)9.2 - - 17.0 12.7 68.0
Net realisations, revaluations and
impairments
- - 6.5 0.1 - - 1,144.3(1,136.8)14.2
Taxation expense(50.6)3.8 (2.5)(14.5) - - 40.30.9(22.6)
Net surplus/(loss) for the year119.7(22.6)3.019.2(6.5)268.5 923.0(1,198.5)105.9
Net surplus/(loss) attributable to
owners of the company
59.8(14.8)2.0 9.6 (6.2)268.5 923.0(1,198.5)43.4
Net surplus/(loss) attributable to
non-controlling interests
59.8(8.0)1.0 9.6 (0.3) - - -62.2
Current assets300.0 - 55.9 74.1 3.6 - 781.2 83.8 1,298.6
Non-current assets1,951.2 - 1,474.7 2,250.2 0.5 2,595.2 424.8 (143.4)8,553.2
Current liabilities452.8 - 17.9 133.8 2.3 - 471.5 35.6 1,113.9
Non-current liabilities755.8 - 762.2 821.0 - - 1,401.6 (143.4)3,597.2
Net assets1,042.6 - 750.5 1,369.5 1.8 2,595.2 (667.1)48.2 5,140.7
Non-controlling interest
percentage
49.0% 34.9% 34.0% 46.8% 5.0%
Capital expenditure and
investment46.3 33.7 19.6 433.7 8.3 307.9 - (33.7)815.8
93
Trustpower
New Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
Diagnostic
Imaging
Australia
$Millions
Associates
$Millions
All other
segments
and
corporate
New
Zealand
$Millions
Eliminations &
discontinued
operations
$Millions
Total
$Millions
For the year ended
31 March 2021
Total revenue952.8 137.4 68.8 65.5 - 100.2 (788.2)536.5
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 (826.5)590.8
Operating expenses (excluding
Depreciation and amortisation)(752.5)(57.2)(32.8)(62.9) - (187.5)612.7 (480.2)
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)16.2 (138.8)
Depreciation and amortisation(45.4)(43.8)(29.6)(7.9) - - 66.3 (60.4)
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 36.9 9.7
Net surplus/(loss) for the year30.8 71.6 2.4 (12.4)182.6 (201.0)(175.9)(101.9)
Net surplus/(loss) attributable to owners of
the company
17.4 47.1 1.8 (7.0)182.6 (201.0)(54.2)(13.3)
Net surplus/(loss) attributable to non-
controlling interests
13.4 24.5 0.6 (5.4) - - (31.7)1.4
Current assets340.9 404.6 96.8 43.6 - 63.6 1,848.8 2,798.3
Non-current assets2,001.5 1,803.2 1,399.1 912.6 2,126.9 359.8 (1,848.8)6,754.3
Current liabilities317.6 65.4 117.9 41.9 - 288.0 841.2 1,672.0
Non-current liabilities937.9 841.3 705.3 366.1 - 1,782.0 (841.2)3,791.4
Net assets1,086.9 1,301.1 672.7 548.2 2,126.9 (1,646.6) - 4,089.2
Non-controlling interest percentage 49.0% 34.4% 34.0% 43.7%
Capital expenditure and investments36.4 377.4 35.0 309.6 55.1 23.5 (377.4)459.6
94
Entity wide disclosure - geographical
The Group operates in two principal areas, New Zealand and Australia, as well as having certain investments in the United States,
the United Kingdom, Asia and Europe. The Group’s geographical segments are based on the location of both customers and assets.
The Group’s investment in Tilt Renewables and Trustpower’s retail business are treated as Discontinued Operations as at 31 March 2022.
New Zealand
$Millions
Australia
$Millions
Asia
$Millions
United States
$Millions
United
Kingdom &
Europe
$Millions
Eliminations &
discontinued
operations
$Millions
Total
$Millions
For the year ended 31 March 2022
Total revenue1,445.5 257.7 - - - (759.0)944.2
Share of earnings of associate companies10.3237.1 - 27.7 (6.6) - 268.5
Inter-segment revenue(72.8) - - - - (10.6)(83.4)
Total income1,383.0494.8 - 27.7 (6.6)(769.6)1,129.3
Operating expenses (excluding Depreciation
and amortisation)(1,313.7)(214.5)(6.3) - - 702.4(832.1)
Interest income8.7 (1.9) - - - (0.4)6.4
Interest expense(152.2)(21.7)(0.1) - - 8.1 (165.9)
Depreciation and amortisation(103.0)(34.8)(0.1) - - 46.5 (91.4)
Net gain/(loss) on foreign exchange and
derivatives
68.7 (13.4) - - - 12.7 68.0
Net realisations, revaluations and impairments1,176.8(25.9) - - - (1,136.8)14.2
Taxation expense(33.1)9.6 - - - 0.9(22.6)
Net surplus/(loss) for the year1,035.2192.2 (6.5)27.7 (6.6)(1,136.2)105.9
Current assets1,198.416.0 3.6 - - 80.6 1,298.6
Non-current assets6,358.3 1,868.1 0.5 183.5 223.0 (80.2)8,553.2
Current liabilities1,055.527.12.3 - - 29.0 1,113.9
Non-current liabilities3,689.351.3 - - - (143.4)3,597.2
Net assets2,811.91,805.7 1.8 183.5 223.0 114.85,140.7
Capital expenditure and investments474.8 76.0 8.3 58.7 231.7 (33.7)815.8
For the year ended 31 March 2021
Total revenue1,169.1 155.6 - - - (788.2)536.5
Share of earnings of associate companies(27.2)165.5 - 47.9 (3.6) - 182.6
Inter-segment revenue(90.0) - - - - (38.3)(128.3)
Total income1,051.9 321.1 - 47.9 (3.6)(826.5)590.8
Operating expenses (excluding Depreciation
and amortisation)(1,120.3)(62.7) - - - 702.8 (480.2)
Interest income3.9 0.8 - - - (3.1)1.6
Interest expense(137.4)(17.6) - - - 16.2 (138.8)
Depreciation and amortisation(90.4)(36.3) - - - 66.3 (60.4)
Net gain/(loss) on foreign exchange and
derivatives
(55.8)77.8 - - - (78.4)(56.4)
Net realisations, revaluations and impairments57.9 (26.1) - - - - 31.8
Taxation expense(3.7)(23.5) - - - 36.9 9.7
Net surplus/(loss) for the year(293.9)233.5 - 47.9 (3.6)(85.8)(101.9)
Current assets522.0 427.5 - - - 1,848.8 2,798.3
Non-current assets5,015.3 3,413.0 - 118.4 10.8 (1,803.2)6,754.3
Current liabilities749.7 81.1 - - - 841.2 1,672.0
Non-current liabilities3,775.0 924.6 - - - (908.2)3,791.4
Net assets1,012.6 2,834.8 - 118.4 10.8 112.6 4,089.2
Capital expenditure and investments238.6 540.8 - 45.8 11.8 (377.4)459.6
95
6 Investments in associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.
The Group’s investments in associates are made through a combination of equity, and in certain instances shareholder loans to
those entities.
2022
$Millions
2021
$Millions
Investments in associates are as follows:
Equity investments in associates2,125.91,655.3
Shareholder loans to associates469.4471.6
Investments in associates2,595.32,126.9
Note
2022
$Millions
2021
$Millions
Investments in associates are as follows:
Vodafone New Zealand6.1838.2857.3
CDC Data Centres6.21,026.2 873.0
RetireAustralia6.3417.3 340.9
Longroad Energy 6.490.5 44.9
Kao Data6.5203.4 -
Galileo Green Energy6.619.710.8
Investments in associates2,595.32,126.9
Note
2022
$Millions
2021
$Millions
Equity accounted earnings of associates are as follows:
Vodafone New Zealand6.110.3(27.2)
CDC Data Centres6.2158.1 134.3
RetireAustralia6.379.1 31.2
Longroad Energy 6.427.7 47.9
Kao Data6.5(2.2) -
Galileo Green Energy6.6(4.5)(3.6)
Share of earnings of associate companies268.5182.6
96
6.1 Vodafone New Zealand
Vodafone New Zealand (‘Vodafone’) is one of New Zealand’s leading digital services and connectivity companies. Infratil holds
a 49.95% shareholding (31 March 2021: 49.89%) in ICN JV Investments Limited (the ultimate parent company of Vodafone
New Zealand), alongside investment partners Brookfield Asset Management Inc. (49.95%) and Vodafone management (0.1%).
Movement in the carrying amount of the Group's investment in Vodafone:
2022
$Millions
2021
$Millions
Carrying value at 1 April857.3 974.0
Acquisition of shares - -
Capitalised transaction costs - -
Shareholder loans - -
Total capital contributions during the year - -
Interest on shareholder loan9.7 9.7
Share of associate’s surplus/(loss) before income tax2.0(47.2)
Share of associate’s income tax (expense)(1.4)10.3
Total share of associate’s earnings during the year10.3(27.2)
Share of associate's other comprehensive income7.8 7.2
less: Distributions received(27.5)(26.4)
less: Shareholder loan repayments including interest(9.7)(70.3)
Carrying value of investment in associate838.2857.3
Summary financial information:
2022
$Millions
2021
$Millions
Summary information for Vodafone is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets459.7487.7
Non-current assets3,544.03,613.4
Total assets4,003.74,101.1
Current liabilities528.1563.7
Non-current liabilities2,362.8 2,385.2
Total liabilities2,890.92,948.9
Net assets (100%)1,112.81,152.2
Group's share of net assets 555.7574.8
Revenues1,963.51,950.4
Net surplus/(loss) after tax11.4(69.4)
Total other comprehensive income13.36.4
2022
$Millions
2021
$Millions
Reconciliation of the carrying amount of the Group’s investment in Vodafone:
Group's share of net assets555.7574.8
add: Shareholder loan282.3282.3
add: Capitalised transaction costs0.2 0.2
Carrying value of investment in associate838.2 857.3
97
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 48.10% shareholding (31 March 2021: 48.08%) in CDC Group Holdings Pty Ltd (the ultimate parent company of
CDC Data Centres), alongside investment partners the Commonwealth Superannuation Corporation (24.05%), Future Fund (24.05%)
and CDC Data Centres management (3.80%).
Movement in the carrying amount of the Group’s investment in CDC:
2022
$Millions
2021
$Millions
Carrying value at 1 April
873.0 693.4
Acquisition of shares17.3 8.3
Capitalised transaction costs0.1 -
Shareholder loans - -
Total capital contributions during the year17.4 8.3
Interest on shareholder loan8.5 10.6
Share of associate’s surplus/(loss) before income tax
204.6 178.6
Share of associate’s income tax (expense)(58.5)(58.0)
add: share of associate's share capital issue, net of dilution3.5 3.1
Total share of associate’s earnings during the year
158.1 134.3
Share of associate's other comprehensive income
(0.6)(0.6)
less: Distributions received(2.0) -
less: Shareholder loan repayments including interest(11.4)(5.8)
Foreign exchange movements recognised in other comprehensive income(8.3)43.4
Carrying value of investment in associate1,026.2 873.0
Summary financial information:
2022
A$Millions
2021
A$Millions
Summary information for CDC is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets146.2 152.3
Non-current assets4,084.1 3,202.6
Total assets4,230.3 3,354.9
Current liabilities102.1 72.2
Non-current liabilities2,497.4 1,963.1
Total liabilities2,599.5 2,035.3
Net assets (100%)1,630.8 1,319.6
Group's share of net assets784.4634.5
Revenues260.8 187.5
Net surplus/(loss) after tax286.6 234.2
Total other comprehensive income(1.2) -
2022
$Millions
2021
$Millions
Reconciliation of the carrying amount of the Group's investment in CDC:
Group's share of net assets in NZD844.5 690.9
Goodwill4.7 -
add: Shareholder loan177.0 182.1
Carrying value of investment in associate1,026.2873.0
CDC’s functional currency is Australian Dollars (A$) 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 0.9287 (Spot rate) and 0.9429 (Average rate)
(2021: Spot rate 0.9182, Average rate 0.9338).
98
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:
2022
$Millions
2021
$Millions
Carrying value at 1 April
340.9 291.5
Acquisition of shares - -
Total capital contributions during the year - -
Share of associate’s surplus/(loss) before income tax79.1 31.2
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year
79.1 31.2
Share of associate's other comprehensive income
- -
less: Distributions received - -
Foreign exchange movements recognised in other comprehensive income(2.7)18.2
Carrying value of investment in associate417.3 340.9
Summary financial information:
2022
A$Millions
2021
A$Millions
Summary information for RetireAustralia is not adjusted for the percentage ownership held by the
Group (unless stated)
Current assets212.1 204.6
Non-current assets2,681.1 2,389.3
Total assets2,893.2 2,593.9
Current liabilities1,948.4 1,777.0
Non-current liabilities169.7 190.7
Total liabilities2,118.1 1,967.7
Net assets (100%)775.1 626.2
Group's share of net assets387.6 313.1
Group's share of net assets and carrying value of investment in associate ($NZD)417.3340.9
Revenues117.899.0
Net surplus/(loss) after tax149.1 55.6
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 0.9287 (Spot rate) and 0.9429
(Average rate) (2021: Spot rate 0.9182, Average rate 0.9338).
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.
On 1 March 2022, Infratil announced that it intended to undertake a Strategic Review of its shareholding in RetireAustralia. The Strategic Review will be
undertaken in conjunction with the New Zealand Superannuation Fund. As at 31 March 2022 RetireAustralia is not deemed to be held for sale as the
requirement of IFRS 5 have not been met.
99
6.4 Longroad Energy
Longroad Energy Holdings, LLC (‘Longroad Energy’), is a Boston, USA, headquartered renewable energy developer focused on the
development, ownership, and operation of utility-scale wind and solar energy projects throughout the United States. 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:
2022
$Millions
2021
$Millions
Carrying value at 1 April44.9 -
Capital contributions58.7 35.0
Shareholder loans - -
Total capital contributions during the year58.7 35.0
Share of associate’s surplus/(loss) before income tax27.7 47.9
Share of associate’s income tax (expense) - -
Total share of associate’s earnings during the year27.7 47.9
Share of associate’s other comprehensive income13.4 1.5
less: Distributions received
(10.7)(28.2)
less: Capital returned(43.3)(11.3)
Foreign exchange movements(0.2) -
Carrying value of investment in associate90.5 44.9
Summary financial information:
31 December
2021
US$Millions
31 December
2020
US$Millions
Summary information for Longroad is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets116.3 111.0
Non-current assets2,142.8 1,817.3
Total assets2,259.1 1,928.3
Current liabilities223.2 78.2
Non-current liabilities1,041.3 1,059.6
Total liabilities1,264.5 1,137.8
Net assets (100%)994.6 790.5
Adjustment for movements between 31 December and 31 March24.4 17.6
less: Non-controlling interests at 31 March(865.5)(729.6)
Net assets attributable to owners of Longroad Energy as at 31 March153.5 78.5
Group's share of net assets at 31 March61.9 31.4
Group's share of net assets at 31 March (NZ$)88.7 44.9
Adjust carrying value to nil at 31 March (NZ$)1.8 -
Carrying value of investment in associate (NZ$)90.5 44.9
Revenues139.1 263.4
Net surplus/(loss) after tax21.7 89.9
Total other comprehensive income11.2 -
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 0.6975 (Spot rate) and 0.6969 (Average
rate) (2021: Spot rate 0.6989, Average rate 0.6711).
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.
100
Letter of credit facility
Longroad has obtained an uncommitted secured letter of credit facility of up to US$225 million (31 March 2021: US$200 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$225 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 2022, US$76.8 million (Infratil share: US$38.4 million) (31 March 2021:
US$121.4 million) (Infratil share: US$60.7 million) in Letters of Credit are on issue under the Longroad Letter of Credit facility.
6.5 Kao Data
On 20 August 2021 the Group acquired a 19.92% stake of Kao Data from Legal & General Group and Goldacre for £34.6 million
($68.2 million). On 26 January 2022, the Group acquired a further 19.96% stake of Kao for £71.8 million ($144.6 million). Kao Data
develops and operates advanced data centres in the United Kingdom. The Group has determined that its investment in Kao Data is
an investment in associate, and equity accounting has been applied below. The Group’s share of associate’s earnings for the period
includes Infratil’s share of transaction costs that were incurred at the holding structure level.
The fair value of assets acquired and liabilities assumed resulted in provisional goodwill of £30.3 million ($60.3 million) being recognised.
Movement in the carrying amount of the Group’s investment in Kao Data:
2022
$Millions
Unaudited
2021
$Millions
Unaudited
Carrying value at 1 April--
Cost of equity212.8 -
Capitalised transaction costs5.1 -
Shareholder loans--
Total capital contributions during the period217.9 -
Share of associate’s surplus/(loss) before income tax(2.2)-
Share of associate’s income tax (expense)--
Total share of associate’s earnings in the period(2.2)-
Share of associate’s other comprehensive income
--
less: Distributions received--
Foreign exchange movements(12.3)-
Carrying value of investment in associate203.4 -
Summary financial information:
2022
£Millions
Unaudited
2021
£Millions
Unaudited
Summary information for Kao Data is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets44.6 -
Non-current assets253.4 -
Total assets298.0 -
Current liabilities44.3 -
Non-current liabilities65.7 -
Total liabilities110.0 -
Net assets (100%)188.0 -
101
2022
£Millions
Unaudited
2021
£Millions
Unaudited
Reconciliation of the carrying amount of the Group's investment in Kao Data:
Group's share of net assets in NZD141.2 -
Goodwill57.1 -
add: Capitalised transaction costs5.1 -
Carrying value of investment in associate203.4 -
Kao Data’s functional currency is the Pound Sterling (GBP) and the summary financial information shown is presented in this currency. The NZD/GBP
exchange rates used to convert the summary financial information to the Group’s functional currency ($NZD) were 0.5308 (Spot rate) and 0.5100
(Average rate) (31 March 2021: N/A).
6.6 Galileo Green Energy
On 5 February 2020, the Group announced an initial (40%) investment in Galileo Green Energy, LLC (‘Galileo’), a newly formed
renewable energy platform headquartered in Zurich, Switzerland. Galileo’s focus is primarily the development of wind, solar PV energy
projects and storage solutions across all of Europe. The other establishment partners were the New Zealand Superannuation Fund
(20%), Commonwealth Superannuation Corporation (20%) and the Morrison & Co Growth Infrastructure Fund (20%).
At 31 March 2022, Infratil has contributed €16.7 million in total (2021: €8.3 million), in the form of shareholder loan drawdowns (€6.3
million) and capital contributions (€10.4 million).
In accordance with Galileo’s investors initial commitment to provide support of up to €100 million to facilitate Galileo obtaining a Letter of
Credit facility (‘LC’), on 9 October 2020, Galileo executed a €90 million LC facility with ANZ (London Branch). The purpose of the
Uncommitted Standby LC is to secure any customary development or other obligations arising from energy development and
construction projects in Europe. At 31 March 2022 €31.0 million LCs have been issued by ANZ.
7 Other investments
2022
$Millions
2021
$Millions
Clearvision Ventures93.2 73.6
Other8.0 7.3
Other investments101.2 80.9
102
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.
2022
Holding
2021
HoldingPrincipal Activity
Subsidiaries
New Zealand
Infratil Finance Limited 100% 100% Finance
Infratil Infrastructure Property Limited100%100%Property
Tilt Renewables Limited- 65.5% Renewable Energy Generation
Trustpower Limited51.0% 51.0% Renewable Energy Generation
Wellington International Airport Limited66.0% 66.0% Airport
RHC Holdco Limited (Pacific Radiology, Auckland
Radiology Group and Bay Radiology)50.5%-Diagnostic Imaging
Australia
Qscan Group Holdings Newco Pty (Qscan Group)56.3% 56.3%Diagnostic Imaging
Asia
Gurīn Energy Pte. Limited
95.0%-Renewable Energy Development
Associates
New Zealand
ICN JV Investments Limited (Vodafone)49.9%49.9%Telecommunications
Australia
CDC Group Holdings Pty Ltd (CDC Data Centres)48.1%48.1%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
United Kingdom
Kao Data Limited39.9%-Data Centres
103
9 Acquisition of subsidiaries
9.1 Pacific Radiology Group
On 31 May 2021, Infratil acquired 56.0% of Pacific Radiology Group Limited, (‘Pacific Radiology Group’), a comprehensive diagnostic
imaging practice in New Zealand, from existing doctor shareholders. Infratil invested in conjunction with existing doctor shareholders
and management (44.0%). Infratil has determined that Pacific Radiology Group is a subsidiary based on its voting equity interest and has
therefore consolidated Pacific Radiology Group from the acquisition date.
The acquisition of Pacific Radiology is in line with the company’s strategic direction outlined in February 2021, where healthcare was
identified as a sector of considerable opportunity. This builds on the acquisition of Qscan in the prior year with the Group looking to
create a meaningful Australasian healthcare platform with potential synergies and adjacent opportunities in the Group.
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 total cash equity consideration transferred was NZ$313.6 million with the remainder funded
through external debt ($261.2 million). The non-controlling interest is determined by the cash consideration transferred of $246.4 million
from doctor and management shareholders.
RHC Holdco NZ Limited is the holding company which acquired 100% of the shares in Pacific Radiology Group. As a result,
NZ IFRS 3 Business Combinations (‘NZ IFRS 3’) was required to be applied by RHC Holdco NZ Limited 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. As Infratil controls RHC Holdco NZ Limited through
its shareholding, this is consolidated in the Group accounts.
Goodwill has been recognised based on the fair value of 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 $753.8 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.
The measurement of fair values of intangible assets used the relief-from-royalty method and the with and without method. The relief
from royalty estimates fair value based on the present value of future forgone royalty payments over the life of the asset not required to
be paid by virtue of owning the asset. The with and without methodology estimates fair value based on the difference between two
discounted cash-flow models: one that represents the status quo for the business enterprise with the asset in place, and another
without it.
On 29 October 2021, RHC Holdco NZ Limited acquired 100% of Auckland Radiology Group Services Limited, (‘Auckland Radiology’), a
diagnostic imaging practice based in Auckland, New Zealand. Subsequently, on 17 December 2021, RHC Holdco NZ Limited acquired
100% of Bay Radiology Limited, (‘Bay Radiology’), a diagnostic imaging practice in the Bay of Plenty, New Zealand. In both transactions
existing Doctor and Management shareholders reinvested part of their proceeds, acquiring shares in RHC Holdco NZ Limited. The
acquisition accounting required under IFRS 3 in relation to the Auckland Radiology and Bay Radiology transactions had not been
finalised as at 31 March 2022, and therefore certain amounts recorded in the financial statements are reported as provisional.
Goodwill has been provisionally recognised in both transactions based on the carrying value of the identifiable assets and liabilities
acquired, including intangible assets. The fair value of intangible assets (customer contracts and brands) has been measured
provisionally, pending completion of an independent valuation. The total consideration transferred, including completion cash
adjustments, exceeded the carrying values of the net assets acquired and the incremental amount paid of $325.5 million
(Auckland Radiology: $210.1 million and Bay Radiology: $115.4 million) has been recognised as goodwill. The initial recognition exemption
in NZ IAS 12 has been applied to goodwill in both instances and therefore, no deferred tax deduction has been recognised.
The impact of the reinvestment by Auckland Radiology and Bay Radiology Doctor and Management shareholders was to dilute
Infratil’s shareholding in RHC Holdco NZ Limited to 50.5% at 31 March 2022.
For the 10 months ended 31 March 2022, RHC Holdco contributed revenue of $196.0 million and profit of $12.0 million to the Group’s
results (which includes acquisition-related costs of $24.9 million on legal fees and due diligence costs which are included in ‘radiology
business costs’). If the acquisitions had occurred on 1 April 2021, Management estimates that consolidated revenue would have been
$936.5 million and consolidated profit for the year would have been $1,250.8 million. In determining these amounts, management has
assumed the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the
acquisition had occurred on 1 April 2021.
104
Consideration Transferred
The following table summarises the acquisition date fair value of each major class of consideration transferred.
Acquisition date
Pacific
Radiology
31 May
2021
NZ$Millions
Auckland
Radiology
31 October
2021
NZ$Millions
Bay
Radiology
17 December
2021
NZ$Millions
Total
2022
NZ$Millions
Purchase consideration (100%)
Cash consideration paid817.2225.5113.21,155.9
Completion cash adjustment4.0--4.0
Total Consideration821.2 225.5 113.2 1,159.9
The following table summarises the recognised amounts of assets acquired, and liabilities assumed at the date of acquisition:
Assets (100%)
Fair Value
NZ$Millions
Fair Value
(Provisional)
NZ$Millions
Fair Value
(Provisional)
NZ$Millions
Fair Value
NZ$Millions
Cash and cash equivalents5.0 4.7 0.1 9.8
Trade and other accounts receivable and prepayments27.6 2.2 2.7 32.5
Right of use assets51.8 21.8 2.2 75.8
Intangible assets65.3 19.0 0.1 84.4
Property, plant and equipment56.5 13.7 8.8 79.0
Deferred tax asset6.3 3.8 0.9 11.0
Total assets at fair value212.6 65.2 14.8 292.5
Liabilities (100%)
Accounts payable, accruals and other liabilities47.214.46.568.0
Lease liabilities52.422.52.677.5
Deferred tax liability15.75.2-20.9
Interest bearing loans and borrowings29.97.67.945.4
Total liabilities at fair value145.249.717.0211.9
Total identifiable assets at fair value (100%)67.415.4(2.2)80.6
Goodwill arising on acquisition753.8210.1115.41,079.2
Infratil cash consideration313.662.832.5408.9
External debt funding257.2100.054.0411.2
Non-controlling interest246.483.542.7372.6
Completion cash adjustment4.0--4.0
Net working capital adjustments-(20.8)(16.0)(36.8)
Total cash consideration821.2 225.5 113.2 1,159.9
9.2 Gurīn Energy
On 21 July, Infratil acquired 95% of a newly-formed entity, Gurīn Energy Pte Limited, a renewable energy development platform
headquartered in Singapore which will focus on greenfield renewable projects across Asia. Infratil has committed US$223 million
through equity of US$133 million (NZ$189 million) and US$100m (NZ $142 million) in the form of support for letters of credit provided
by 3rd party banks. The balance of equity is reserved for Management, financed by a loan from Infratil.
Infratil has determined that Gurīn is a subsidiary based on its voting equity interest and has therefore consolidated Gurīn from the
acquisition date.
As the newly formed entity has no material assets on establishment, no fair value exercise has been performed.
9.3 Qscan prior year acquisition
During the year end 31 March 2022, the Group finalised its measurement of the fair value of consideration given and the net assets and
liabilities acquired in respect of the acquisition of Qscan in December 2021. Balances at 31 March 2021 have been restated to decrease
goodwill by $18.0 million, increase intangible assets by $33.4 million and deferred tax liability by $15.4 million.
105
10 Discontinued operations and assets held for sale
Notes
2022
$Millions
2021
$Millions
Summary of results of discontinued operations
Tilt Renewables10.1 1,114.1 71.6
Trustpower Retail Business10.2 11.7 14.3
Net surplus from discontinued operations after tax1,125.8 85.9
10.1 Tilt Renewables
On 3 August 2021, the Group completed the sale of its 65.15% stake in Tilt Renewables for gross proceeds of $1,984.1 million to a
consortium comprising Powering Australian Renewables and Mercury NZ Limited. After sales costs, the net proceeds from the sale of
Infratil’s 65.15% interest were $1,837.5 million, resulting in a gain on sale of the 65.15% interest of $1,136.8 million.
As the carrying amount of the Group’s investment in Tilt Renewables has been recovered through the sale transaction, the investment in
Tilt Renewables has been classified as a discontinued operation at 31 March 2022 and 31 March 2021. The comparative consolidated
statement of comprehensive income and respective notes have been presented to show the discontinued operation separately from
continuing operations. The results from discontinued operations are presented separately below.
2022
$Millions
2021
$Millions
Results of discontinued operation
Revenue60.0 137.4
Operating expenses47.9 57.3
Results from operating activities12.1 80.1
Depreciation(19.5)(43.9)
Net realisations, revaluations, impairments(12.7)78.5
Net financing expense(6.3)(12.0)
Net surplus/(loss) before tax(26.4)102.7
Taxation (expense)/credit3.7 (31.1)
Net surplus/(loss) from discontinued operation after tax(22.7)71.6
Basic and diluted earnings per share (cents per share)(6.0)17.9
Current assets -2,207.8
Current liabilities - 906.7
Net assets of discontinued operation - 1,301.1
The net gain on the sale is calculated as follows:
Gross sale proceeds1,984.1 -
Carrying amount of assets and liabilities as at the date of sale(822.4) -
Gain on sale 1,161.7 -
less: Transaction costs(24.9) -
Net gain on sale1,136.8 -
Net surplus from discontinued operation after tax1,114.1 71.6
The net surplus/(less) from the discontinued operation is 65.15% attributable to the owners of the Company in line with Infratil’s
ownership percentage of Tilt Renewables. The gain on sale is entirely attributable to owners of the company.
Cash flows from/(used in) discontinued operation
Net cash from/(used in) operating activities26.9 34.8
Net cash from/(used in) investing activities(338.5)(391.3)
Net cash from/(used in) financing activities(26.2)(34.9)
Net cash flows for the year(337.8)(391.4)
There was ($3.5 million) of cumulative income/(loss) recognised in other comprehensive income relating to Tilt Renewables at
31 March 2022 (31 March 2021: $129.4 million)
106
10.2 Trustpower Retail Business
On 21 June 2021, Trustpower announced the conditional sale of its gas, telecommunications and retail electricity supply business
(excluding the supply of electricity to commercial and industrial customers) to Mercury NZ Limited for $441.0 million. Trustpower’s retail
business has been classified as an asset held for sale and a discontinued operation at 31 March 2022. 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 2022 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.
Results of discontinued operation
2022
$Millions
2021
$Millions
Revenue699.0 650.8
Operating expenses654.5 607.3
Results from operating activities44.5 43.5
Depreciation and amortisation(27.0)(22.4)
Net realisations, revaluations, impairments - -
Net financing expense(1.2)(1.3)
Net surplus/(loss) before tax16.3 19.8
Taxation (expense)/credit(4.6)(5.5)
Net surplus/(loss) from discontinued operation after tax11.7 14.3
Details of the sale
Consideration received or receivable
Sale price (including estimated working capital)467.4 -
Carrying amount of net assets sold130.6 -
Provisional gain on sale before transaction costs336.8 -
Costs of disposal(3.0) -
Provisional gain on sale333.8 -
Included in operating expenses are $3.0 million of disposal costs (2021: nil).
The indicative gain on sale calculated above reflects the working capital that would be included as part of the sale if settlement
was 31 March 2022. Trustpower is retaining the accounts payable, other than employee entitlements, relating to the mass market retail
business on settlement. This working capital adjustment will differ based on the working capital transferred on the actual completion
date. Due to the proximity of the sale date to the issue of these financial statements, final working capital and asset values and the
resultant gain on sale have not yet been determined.
Mercury NZ Limited and Trustpower signed a pre-agreed electricity price contract for difference on 2 May 2022 which approximates
the volume used by the mass market retail business until 2025 before reducing each year until in matures in 2031. This contract for
difference was transferred at $1 in the sale and purchase agreement. Immediately following the completion of the sale, the fair value of
this contract for difference resulted in a loss of $530.0 million. The key assumptions used in determining this value are consistent with
those described for electricity price derivatives in note 23.3.3. The only difference being the discount rate reflects the 10 year tenor of
this instrument.
107
The carrying amounts of assets and liabilities as at 31 March 2022
2022
$Millions
2021
$Millions
Assets held for sale194.8 -
Liabilities directly associated with assets held for sale(50.9) -
Net assets of discontinued operation143.9 -
Effect of reclassification of the disposal group on the financial position of the Group
Property, plant and equipment17.8 -
Intangible assets18.0 -
Goodwill17.5 -
Right of use assets27.6 -
Accounts receivable and prepayment113.9 -
Accounts payable and accruals(21.9) -
Lease liabilities(29.0) -
Net reclassification of assets and (liabilities)143.9 -
Cash flows from/(used in) discontinued operations
Net cash from/(used in) operating activities32.6 48.5
Net cash from/(used in) investing activities(13.2)(24.1)
Net cash from/(used in) financing activities(9.5)(10.0)
Net cash flows for the year9.9 14.4
10.3 Australian Social Infrastructure Partners
As at 31 March 2021, Infratil owned 56.5% of Australian Social Infrastructure Partners (‘ASIP’), which in turn held a 9.95% share of
the equity in the New Royal Adelaide Hospital public-private partnership (‘PPP’). On 23 July 2021,the 9.95% share of equity in the
New Royal Adelaide Hospital public-private partnership was sold for A$41.8 million.
108
11 Revenue
2022
$Millions
2021
$Millions
Electricity284.6 245.3
Revenue allocated to customer incentives0.7 0.7
Aircraft movement and terminal charges54.3 34.0
Transport, hotel and other trading activities28.1 20.9
Radiology practice services135.9 36.5
Radiology services300.8 28.6
Other54.5 42.2
Total operating revenue858.9408.2
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 obligations Timing 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.
Where a discount is offered for prompt payment, revenue is
initially recognised net of estimated discount based on
accumulated experience used to estimate the quantum of
discounts extended to customers.
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.
109
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.
Radiology practice services
Radiology practice services revenue is derived by Diagnostic
Imaging 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 Diagnostic Imaging
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 Trustpower’s non-electricity revenue and 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.
110
12 Operating expenses
Note
2022
$Millions
2021
$Millions
Trading operations
Energy and wholesale costs2.5 2.2
Line, distribution and network costs37.9 41.7
Generation production & development costs27.8 21.8
Other energy business costs45.3 1.9
Radiology business costs114.4 29.3
Airport business costs28.0 21.4
Other operating business costs-0.7
Bad debts written off0.1 -
Increase/(Decrease) in provision for doubtful debts 23.1 0.5 -
Directors’ fees26 3.9 2.2
Administration and other corporate costs16.6 7.8
Management fee (to related party Morrison & Co Infrastructure Management)28 278.7268.8
Donations0.9 1.3
Total other operating expenses556.6399.1
Fees paid to auditors (including fees paid by associates)
2022
Fees paid to the
Group auditor
$000’s
2022
Audit fees paid
to other auditors
$000’s
2022
Total
$000’s
2021
Fees paid to the
Group auditor
$000’s
2021
Audit fees paid
to other auditors
$000’s
2021
Total
$000’s
Audit and review of financial statements1,114.6 682.0 1,796.6 431.0 1,062.2 1,493.2
Regulatory audit work42.0 - 42.0 33.6 - 33.6
Other assurance services- - - - - -
Taxation services30.0 - 30.0 20.0 - 20.0
Other services105.0 - 105.0260.9 - 260.9
1,291.6682.0 1,973.6745.5 1,062.2 1,807.7
Audit fees paid to the Group auditor
recognised through associates1,955.6 - 1,955.61,838.3 - 1,838.3
Other fees paid to the Group auditor
recognised through associates404.3 - 404.3632.0 - 632.0
Total fees paid to the Group auditor3,651.5682.0 4,333.53,215.8 1,062.2 4,278.0
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.
111
13 Taxation
13.1 Tax Reconciliation
2022
$Millions
2021
$Millions
Net surplus before taxation from continuing operations128.5(111.6)
Taxation on the surplus for the year @ 28%
36.0(31.2)
Plus/(less) taxation adjustments:
Effect of tax rates in foreign jurisdictions2.7 (3.7)
Net benefit of imputation credits - -
Timing differences not recognised1.5 -
Tax losses not recognised/(utilised)0.6 -
Effect of equity accounted earnings of associates(59.9)(33.0)
Recognition of previously unrecognised deferred tax - -
(Over)/under provision in prior periods1.9(6.9)
Net investment realisations - 5.1
Other permanent differences
39.8 60.0
Taxation expense22.6 (9.7)
Current taxation 54.1 (0.6)
Deferred taxation (31.5)(9.1)
Tax on discontinued operations0.9 36.9
13.2 Income tax recognised in other comprehensive income
2022
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations(30.7)6.6 (24.1)
Realisations on disposal of subsidiary, reclassified to profit and loss(444.4) - (444.4)
Net change in fair value of available for sale financial assets14.8 - 14.8
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges(53.6)14.6 (39.0)
Fair value movements in relation to executive share scheme - - -
Net change in fair value of property, plant & equipment recognised in equity 83.6 (20.2)63.4
Share of associates other comprehensive income19.5 - 19.5
Balance at the end of the year(410.8)1.0 (409.8)
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
112
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.
2022
$Millions
2021
$Millions
Balance at the beginning of the year(284.8)(314.6)
Charge for the year31.5 9.1
Charge relating to discontinued operations - (17.5)
Deferred tax recognised in equity1.2 (120.0)
Acquired with Business Combination(6.3)(7.3)
Disposal of subsidiaries - -
Effect of movements in foreign exchange rates(0.6) -
Tax losses recognised1.027.9
Transfers to liabilities classified as held for sale0.6 137.6
Balance at the end of the year(257.4)(284.8)
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.
13.4 Recognised deferred tax assets and liabilities
Assets
$Millions
Liabilities
$Millions
Net
$Millions
31 March 2022
Property, plant and equipment0.4 (341.7)(341.3)
Investment properties - (2.5)(2.5)
Derivative financial instruments(7.0)2.0 (5.0)
Employee benefits10.4-10.4
Customer base assets - (33.0)(33.0)
Provisions5.7 - 5.7
Tax losses carried forward190.4 (48.0)142.4
Other items8.9(43.0)(34.1)
Total208.8 (466.2)(257.4)
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 items36.9 (53.6)(16.8)
Total131.8 (416.5)(284.8)
113
13.5 Changes in temporary differences affecting tax expense
Tax expenseOther comprehensive income
2022
$Millions
2021
$Millions
2022
$Millions
2021
$Millions
Property, plant and equipment(6.5)0.1 (20.2)0.3
Investment properties1.6 0.2 - -
Derivative financial instruments(6.7)(5.1)(23.8)(24.6)
Employee benefits(4.9)(1.1) - -
Customer base assets(0.3)0.4 - -
Provisions1.1(0.1) - -
Tax losses carried forward59.416.5 - -
Other items(12.2)(1.8)6.4 (3.5)
31.59.1 (37.6)(27.8)
13.6 Imputation credits available to be used by Infratil Limited
2022
$Millions
2021
$Millions
Balance at the end of the year13.7 14.2
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 use13.7 14.2
114
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
Renewable
Generation
Assets
$Millions
Total
$Millions
2022
Cost or valuation
Balance at beginning of year684.3 589.9 205.4 111.7 39.1 1,774.0 3,404.4
Additions - 1.1 32.7 42.2 1.9 29.6 107.5
Additions on acquisition of subsidiary - - 42.3 13.1 23.5 - 78.9
Capitalised Interest and financing costs1.2 1.1 0.2 (1.3) - - 1.2
Disposals - (0.1)(8.7)(2.3)(1.7) - (12.8)
Impairment - - - - - - -
Revaluation 31.9 51.7 - - (0.3) - 83.3
Transfers between categories8.2 17.9 11.0 (59.5)18.0 4.4 -
Transfers to assets classified as held for sale - (8.8)(41.4) - - - (50.2)
Transfer to right of use assets - - - (0.6) - - (0.6)
Transfers to intangible assets - - - - - - -
Transfers from/(to) investment properties(0.8)(3.8) - - - - (4.6)
Effect of movements in foreign exchange rates - - (0.7)0.1 (0.2) - (0.8)
Balance at end of year724.8 649.0 240.8 103.4 80.31,808.0 3,606.3
Accumulated depreciation
Balance at beginning of year8.3 40.2 101.0 - 0.5 15.7 165.7
Depreciation for the year8.9 15.3 35.4 - 4.4 16.0 80.0
Transfer from/(to) investment properties - - - - - - -
Revaluation - - - - - - -
Disposals - - (7.4) - (0.9) - (8.3)
Transfers to assets classified as held for sale - - (32.4) - - - (32.4)
Effect of movements in foreign exchange rates - - 0.2 - - - 0.2
Balance at end of year17.2 55.5 96.8 - 4.0 31.7 205.2
Carrying value at 31 March 2022707.6 593.5 144.0 103.4 76.3 1,776.3 3,401.1
Capital work in progress in the year primarily relates to construction costs associated with new diagnostic imaging branches and works
at Wellington Airport.
Carrying value by Subsidiary
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital work
in progress
$Millions
Leasehold
improvements
$Millions
Renewable
Generation
Assets
$Millions
Total
$Millions
2022
Trustpower
17.0 1.6 0.6 38.6 0.1 1,776.9 1,834.8
Wellington International Airport
690.6 591.6 20.0 56.9 - - 1,359.1
Qscan Group
- - 63.4 4.9 43.5 - 111.8
RHC Holdco Group
- - 59.8 2.6 32.7 - 95.1
Gurīn Energy
- - - 0.3 - - 0.3
Carrying value at 31 March 2022
707.6 593.2 143.8 103.3 76.3 1,776.9 3,401.1
Trustpower Retail Business (included within assets
held for sale) - 8.8 9.0 - - - 17.8
115
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital work
in progress
$Millions
Leasehold
improvements
$Millions
Renewable
Generation
Assets
$Millions
Total
$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 27.3 56.5
Balance at end of year
684.3 589.9 205.4 111.7 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 - - 2.8 3.5
Balance at end of year8.3 40.2 101.0 - 0.5 15.7 165.7
Carrying value at 31 March 2021
676.0 549.7
104.4 111.7 38.6 1,758.3 3,238.7
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital work
in progress
$Millions
Leasehold
improvements
$Millions
Renewable
Generation
Assets
$Millions
Total
$Millions
2021
Trustpower
17.0 10.0
15.2 38.6 - 1,758.3 1,839.1
Wellington International Airport
659.0 539.7
21.3 73.1 - - 1,293.1
Qscan Group
- -
67.9 - 38.6 - 106.5
Carrying value at 31 March 2021
676.0 549.7
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
116
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 is 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 2022.
As at 31 March 2022 a material change assessment was performed for each asset class recorded at fair value less accumulated
depreciation. A summary of the fair value consideration is provided below.
Trustpower Renewable Generation Assets
Trustpower’s renewable generation assets are measured at fair value and are revalued by Independent external valuers, every three
years or more frequently if there is a significant change in value.
Trustpower’s renewable generation assets include land and buildings which are not separately identifiable from other generation assets.
Renewable generation assets were last 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 2022.
The valuation of Trustpower’s renewable generation assets are 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 range is wider than in the prior year where only weighted average cost of capital has been used to determine the 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.
Renewable Generation AssetsLowHigh
Valuation impact
vs. midpoint
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.
-/+ $250.0 m
Inflation1% p.a.3% p.a.-/+$147.0m
Generation volume1,668 GWh p.a.2,205 GWh 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$60.0 million p.a.$73.0 million p.a.-/+ $123.0m
Weighted average cost of capital6.50%7.50%- $196.0m / + $160.0m
117
Wellington International Airport’s property, plant and equipment
Land
WIAL’s Land, Civil Assets and Buildings are measured at fair value.
The Group’s assessment of WIAL’s land indicated a material change in value with reference to New Zealand and Wellington house price
indices published by Real Estate of New Zealand, changes in commercial and industrial property values and consideration of other key
inputs. Savills (NZ) Limited assisted in the estimation of key inputs. Using the last independent external valuation performed for the year
ended 31 March 2018 as a base, further work was performed to estimate fair value including an assessment of key inputs into land value.
An increase in MVAU rate per hectare to $2.64 million (2021: $2.58 million) was adopted and was based on increases across residential,
commercial and industrial property. There has been no change to other key inputs from the prior year. Airport developers WACC has
been held at 9%. Based on this, a fair value increase of $11.3 million (2021: $76.8 million) has been made to the carrying value of land and
recognised in the Asset Revaluation Reserve and Other Comprehensive Income.
Civil Assets
Based on the Group’s assessment which includes reference to the Waka Kotahi Construction index and the Producers Price index, and
assisted by WSP Opus International Consultants Limited, a fair value increase of $20.5 million has been made to the carrying value of
these assets in the Asset Revaluation Reserve and Other Comprehensive Income (2021: no change).
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 consumer price index and assisted by
Savills (NZ) Limited, a fair value increase of $23.7 million has been made to the carrying value of these assets in the Asset Revaluation
Reserve and Other Comprehensive Income (2021: no material change).
(b) Vehicle business assets
Based on the Group’s assessment which includes reference to passenger forecasts and discounted cash flow modelling and assisted
by Savills (NZ) Limited, a fair value increase of $27.1 million has been made to the carrying value of these assets in the Asset Revaluation
Reserve and Other Comprehensive Income (2021: no material change).
(c) Hotel business assets
Based on the Group’s assessment which includes reference to passenger forecasts and discounted cash flow modelling and assisted
by Jones Lang LaSalle, a fair value increase of $0.9 million has been recognised in Other Comprehensive Income (2021: increase in
carrying value of $4.4 million was recognised in profit or loss and $1.1 million in Other Comprehensive Income).
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.
118
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')
Average MVAU 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. For the year ended 31 March 2022, a material change assessment has
been undertaken and further work carried out to estimate fair value which has resulted in a fair value increase of $11.3 million
(based on average MVAU of $2.64 million per hectare and developers’ WACC rate of 9%). In relation to the value at 31 March 2022,
a 5% change in average MVAU rate per hectare equates to +/- $14.1 million in fair value. A 5% change in developers WACC rate
equates to +/- $10.0 million in fair value.
Civil
Civil works includes 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.
For the year ended 31 March 2022, a material change assessment has been undertaken, and further work carried out which resulted
in a fair value increase of $20.5 million. In relation to the value at 31 March 2022, a 5% change in the indices referenced equates to +/-
$0.9 million in fair value.
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
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. For the year ended 31 March 2022, a material change assessment has been undertaken,
and further work carried out which resulted in a fair value increase of $50.8 million based on updated forecast cash flows. In relation to
the value of specialised buildings at 31 March 2022, a 5% change in the indices referenced equates to +/- $1.2 million in fair value. In
relation to the value of vehicle business assets, a 5% change in passenger and cashflow forecasts equates to +/- $17 million in fair value.
Hotel business assetsDiscounted
Cash flows
('DCF') and
Capitalisation
Rate
Capitalisation rate6.50%
+/- $1.4m
Discount rate8.25%
+/- $0.7m
At 31 March 2022, had assets been carried at historic cost less accumulated depreciation and accumulated impairment losses, their
carrying amount would have been $107.0 million for land (2021: $107.8 million), $172.5 million for civil assets (2021: $169.0 million) and
$328.5 million for buildings (2021: $328.1 million).
119
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. Items classified as level 3 contain
valuation inputs for the asset that are not based on observable market data.
2022
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
Total
$Millions
Renewable Generation Assets
-
- -
Land and civil works
-
31.9 31.9
Buildings - 51.7 51.7
- 83.6 83.6
2021
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
Total
$Millions
Renewable Generation Assets
-
20.5 20.5
Land and civil works
-
76.8 76.8
Buildings4.4 1.1 5.5
4.4 98.4 102.8
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 2022 (2021: 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:
2022
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Renewable Generation Assets
1,022.1 33.9
(289.1)766.9
Land and civil works
345.2 -
(65.7)279.5
Buildings670.6 - (199.9)470.7
2,037.9 33.9 (554.7)1,517.1
2021
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Renewable Generation Assets
1,022.1 33.9
(289.1)766.9
Land and civil works
309.9 25.2
(59.9)275.2
Buildings555.9 24.2 (169.7)410.4
1,887.9 83.3 (518.7)1,452.5
120
15 Investment properties
2022
Owned
property
$Millions
Right of use
assets
$Millions
Total
$Millions
Balance at beginning of year178.0 82.1 260.1
Additions0.2 - 0.2
Disposals(0.4) - (0.4)
Transfers from/(to) property, plant and equipment4.6 - 4.6
Investment properties revaluation net increase/(decrease)15.0 (0.2)14.8
Balance at end of year197.4 81.9 279.3
2021
Owned
property
$Millions
Right of use
assets
$Millions
Total
$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 year178.0 82.1 260.1
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 $12.2 million was recognised in profit or loss during the year
(2021: $13.4 million). Direct operating expenses arising from investment properties of $2.1 million were also recognised in profit or
loss during the year (2021: $1.7 million).
Wellington International Airport’s investment property was valued at 31 March 2022 by Jones Lang LaSalle, registered valuers, at
$97.2 million (2021: $86.1 million).
Infratil Infrastructure Property Limited’s investment property was valued at 31 March 2022 by Jones Lang LaSalle, registered valuers,
at $100.4 million (2021: $91.9 million). There were no capital works in progress included in investment properties at 31 March 2022
(2021: none).
121
16 Leases
16.1 Right of use assets
Right of use assets related to leased properties 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.
2022
Land and
Buildings
$Millions
Generation
Assets
$Millions
Plant and
equipment
$Millions
Total
$Millions
Cost
Balance at beginning of year117.5 - 18.2 135.7
Additions22.7 - 0.423.1
Additions on acquisition of subsidiary74.9 - 0.275.1
Disposals(1.4) - - (1.4)
Remeasurements0.6 - - 0.6
Effect of movements in exchange rates(1.0) - - (1.0)
Transfers to assets held for sale(34.3) - (18.4)(52.7)
Balance at end of year179.0 - 0.4 179.4
Accumulated depreciation
Balance at beginning of year9.0 - 11.2 20.2
Depreciation for the year19.1 - 5.8 24.9
Effect of movements in exchange rates0.2 - - 0.2
Transfers to assets held for sale(8.4) - (16.7)(25.1)
Balance at end of year19.9 - 0.3 20.2
Carrying value at 31 March 2022159.1 - 0.1 159.2
2021
Land and
Buildings
$Millions
Generation
Assets
$Millions
Plant and
equipment
$Millions
Total
$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
Disposals - - - -
Remeasurements - - - -
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 rates 0.2 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
122
16.2 Lease liabilities
2022
$Millions
2021
$Millions
Maturity analysis - contractual undiscounted cash flows
Between 0 to 1 year
56.8 26.5
Between 1 to 2 years
27.0 48.7
Between 2 to 5 years
72.8 49.9
More than 5 years
336.2 269.7
Transfers to liabilities held for sale(29.0) -
Total undiscounted lease liabilities463.8394.8
2022
$Millions
2021
$Millions
Lease liabilities included in the statement of financial position
Split as follows:
Current
22.7 20.3
Non-current226.6182.3
249.3202.6
2022
$Millions
2021
$Millions
Amounts recognised in the consolidated statement of comprehensive income
Interest on lease liabilities
15.2 15.8
Variable lease payments not included in the measurement of lease liabilities
- -
Expenses relating to short-term leases0.7 -
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets0.2 0.4
The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2021 was 4.62% (1 April 2020: 4.54%). Total cash
outflow for leases for the year ended 31 March 2022 was $35.4 million (2021: $30.8 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.
2022
$Millions
2021
$Millions
Operating lease receivables as lessor
Between 0 to 1 year
17.7 17.7
Between 1 to 2 years
14.7 13.6
Between 2 to 5 years
29.1 29.3
More than 5 years48.8 55.1
Total undiscounted lease payments110.3 115.7
123
17 Goodwill
2022
$Millions
2021
$Millions
Balance at beginning of the year
752.7 113.1
Goodwill arising on acquisitions1,079.2673.3
Goodwill disposed of during the year - -
Transfers to disposal group assets classified as held for sale(17.5)(33.7)
Effects of movements in exchange rates(7.2) -
Balance at the end of the year1,807.2752.7
The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:
Trustpower61.9 79.4
Qscan Group666.1 673.3
RHC Holdco Limited1,079.2 -
1,807.2 752.7
During the year RHC Holdco Limited completed the acquisitions of Pacific Radiology, Auckland Radiology and Bay Radiology.
As outlined in note 9.1 these acquisitions gave rise to Goodwill of $1,079.2 million, noting the Goodwill in Auckland Radiology and
Bay Radiology remain provisional at 31 March 2022. Qscan also completed the measurement of the fair value of Goodwill and as
a result goodwill was restated to $673.3 million in the prior year.
The Goodwill arising from the acquisitions for RHC Holdco and for Qscan in the prior year is attributable mainly to the specialist nature
of the diagnostic imaging workforce and the synergies expected from integrating the companies into a meaningful Australasian
diagnostic imaging platform.
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 in relation to the Goodwill recognised in relation to the Company’s
investments in Qscan Group and RHC Holdco, their fair value has been assessed by evaluating the conditions and events specific
to those entities that may be indicate there is evidence of impairment.
In determining whether there are any indicators of impairment in relation to the Goodwill recognised in relation to the Company’s
investment in Trustpower, the fair value of the Company’s investment in Trustpower is assessed with reference to the market share
price quoted on the NZX at each reporting date.
As at 31 March 2022 there were no indicators of impairment (31 March 2021: there were no indicators of impairment).
Following the classification of Trustpower’s Retail business as held for sale, Goodwill of $13.3 million at the Group level has been
allocated to the Retail business on a Relative Value basis. This calculation was performed based on the sale price of the Retail
business when assessed against the total market capitalisation of Trustpower, on the date of the announcement of the retail sale.
124
18 Intangibles
Lease
agreements
& software
$Millions
Customer
acquisition
costs
$Millions
Customer
contracts
$Millions
Brands
$Millions
Total
$Millions
2022
Cost or valuation
Balance at beginning of the year119.9 83.3 4.7 38.6 246.5
Additions at cost6.7 - - - 6.7
Additions on acquisition of subsidiary2.2 - 6.2 68.7 77.1
Disposals(0.4) - - - (0.4)
Impairment - - - - -
Transfers from property, plant and equipment0.6 - - - 0.6
Reclassification of SaaS costs previously capitalised (0.2) - - - (0.2)
Transfers to assets classified as held for sale(116.1)(83.3) - - (199.4)
Effect of movements in exchange rates - - - (0.5)(0.5)
Balance at end of year12.7 - 10.9 106.8 130.4
Amortisation and impairment losses
Balance at beginning of the year(96.6)(75.8) - - (172.4)
Amortisation for the year(13.4)(1.4)(2.5) - (17.3)
Disposals0.1 - (1.1) - (1.0)
Impairment - - - - -
Transfers - - - - -
Reclassification of SaaS costs previously capitalised - - - - -
Transfers to disposal group assets classified as held for sale104.7 77.2 - - 181.9
Effect of movements in exchange rates(0.3) - - - (0.3)
Balance at end of year(5.5) - (3.6) - (9.1)
Carrying value 31 March 20227.2 - 7.3 106.8 121.3
Lease
agreements
& software
$Millions
Customer
acquisition
costs
$Millions
Customer
contracts
$Millions
Brands
$Millions
Total
$Millions
2021
Cost or valuation
Balance at beginning of the year111.1 83.3 - - 194.4
Additions at cost9.9 - - - 9.9
Additions on acquisition of subsidiary - - 4.7 38.6 43.3
Additions - - - - -
Disposals - - - - -
Impairment - - - - -
Transfers from property, plant and equipment(0.5) - - - (0.5)
Transfers to assets classified as held for sale(0.6) - - - (0.6)
Balance at end of year119.9 83.3 4.7 38.6 246.5
Amortisation and impairment losses
Balance at beginning of the year(84.9)(74.4) - - (159.3)
Foreign exchange adjustment on opening balance - - - - -
Amortisation for the year(11.2)(1.5) - - (12.7)
Disposals - - - - -
Impairment - - - - -
Transfers to assets classified as held for sale(0.5) - - - (0.5)
Balance at end of year(96.6)(75.9) - - (172.5)
Carrying value 31 March 202123.3 7.4 4.7 38.6 74.0
125
19 Loans and borrowings
This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings.
2022
$Millions
2021
$Millions
Current liabilities
Unsecured bank loans
180.195.1
Secured bank loans
41.3 -
less: Loan establishment costs capitalised and amortised over term(5.9)(1.0)
215.594.1
Non-current liabilities
Unsecured bank loans217.9650.2
Secured bank loans650.1 278.2
less: Loan establishment costs capitalised and amortised over term(16.3)(12.2)
851.7916.2
Facilities utilised at reporting date
Unsecured bank loans398.1 745.3
Unsecured guarantees - -
Secured bank loans691.3 278.2
Secured guarantees4.63.0
Facilities not utilised at reporting date
Unsecured bank loans1,335.9 554.8
Unsecured guarantees - -
Secured bank loans198.4 86.2
Secured guarantees- -
Facilities utilised at reporting date
Interest bearing loans and borrowings - current215.594.1
Interest bearing loans and borrowings - non-current851.7916.2
Total interest bearing loans and borrowings1,067.2 1,010.3
2022
$Millions
2021
$Millions
Maturity profile for bank facilities (excluding secured guarantees):
Between 0 to 1 year281.4 175.1
Between 1 to 2 years362.3 596.9
Between 2 to 5 years1,980.0 892.5
Over 5 years - -
Total bank facilities2,623.7 1,664.5
126
Financing arrangements
Wholly owned subsidiaries
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. These facilities are primarily used to fund the corporate and investment activities of the Company. 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.
In October 2021, Infratil Finance refinanced all of its IGG bank facilities, extending the maturity of facilities and negotiating improved
terms to better reflect the nature of Infratil’s business, having evolved significantly over the term of the previous facilities. This included
bringing Infratil Energy New Zealand Limited (‘IENZ’) into the Infratil Guaranteeing Group. IENZ had previously maintained a standalone
bank facility and related security arrangements, under which $125.0 million was fully drawn as at 31 March 2021.
At 31 March 2022 there was no drawn debt or accrued interest payable under the IGG facilities (31 March 2021: $217.3 million) and
undrawn IGG facilities totalled $1,169.0 million (31 March 2021: $353.0 million).
Non-wholly owned subsidiaries
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. These facilities are primarily used to fund the activities of those non-wholly
owned subsidiaries. Wellington International Airport and Trustpower’s facilities are both subject to negative pledge arrangements, which
with limited exceptions does not permit those entities to grant security over their respective assets. Qscan Group and Pacific Radiology
borrow under syndicated bank debt facilities, under which security is granted over their respective 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 22 for information in respect of waivers of certain financial covenants
obtained by Wellington International Airport Limited).
Interest rates
Interest rates payable on bank loan facilities are floating rate determined by reference to prevailing money market rates at the time of
draw-down plus a margin. Interest rates paid during the year ranged from 0.75% to 4.32% (31 March 2021: 0.57% to 4.32%).
127
20 Infrastructure bonds
2022
$Millions
2021
$Millions
Balance at the beginning of the year1,378.9 1,293.2
Issued during the year102.4 84.7
Exchanged during the year(54.8) -
Matured during the year(39.1) -
Purchased by Infratil during the year - -
Bond issue costs capitalised during the year(1.2)(1.0)
Bond issue costs amortised during the year2.3 2.0
Balance at the end of the year1,388.5 1,378.9
Current193.5 93.8
Non-current fixed coupon 841.1 931.4
Non-current variable coupon 122.0 121.8
Non-current perpetual variable coupon231.9 231.9
Balance at the end of the year1,388.5 1,378.9
Repayment terms and interest rates:
IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate - 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 rate120.3 120.3
IFT280 maturing in December 2026, 3.35% p.a. fixed coupon rate156.3 156.3
IFT310 Maturing in December 2027, 3.60% p.a. fixed coupon rate102.4 -
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(8.2)(9.5)
add: issue premium capitalised and amortised over term1.1 1.3
Balance at the end of the year1,388.5 1,378.9
128
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 2022 the coupon is fixed at 4.19% per annum (for the period to 15 December 2021 the coupon was
2.75%). Thereafter the rate will be reset annually at 2.50% per annum over the then one year bank 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% per annum.
Perpetual Infratil infrastructure bonds (‘PIIBs’)
The Company has 231,916,000 (31 March 2021: 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 2021 the coupon was set at 3.14% per annum until the next reset date, being 15 November
2022 (2021: 1.71%). Thereafter the rate will be reset annually at 1.50% per annum over the then one year bank rate for quarterly payments,
unless Infratil’s gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure bonds
have no fixed maturity date. No PIIBs (2021: 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 2022 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,322.8 million (31 March 2021: $1,336.5 million).
21 Trustpower bonds
Unsecured senior bonds
2022
$Millions
2021
$Millions
Repayment terms and interest rates:
TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate - 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: Issue costs capitalised and amortised over term
(2.0)(2.7)
Balance at the end of the year350.7 433.0
Current127.7 83.0
Non-current223.0 350.0
Balance at the end of the year350.7 433.0
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 2022 Trustpower’s unsecured senior bonds had a fair value of $350.8 million (31 March 2021: $455.9 million).
129
22 Wellington International Airport bonds and USPP notes
2022
$Millions
2021
$Millions
Repayment terms and interest rates:
WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate - 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 202597.9 101.9
WIA070 Retail bonds maturing August 2026, 2.50% p.a. fixed coupon rate 100.0 100.0
WIA080 Retail bonds maturing September 2031, 3.32% p.a. fixed coupon rate 121.7 -
USPP Notes - Series A (US$36 million)51.1 54.2
USPP Notes - Series B (US$36 million)51.1 54.2
less: Issue costs capitalised and amortised over term(5.1)(4.6)
Balance at the end of the year621.7 585.7
Current - 75.0
Non-current621.7 510.7
Balance at the end of the year621.7 585.7
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 2022 WIAL’s bonds had a fair value of $522.9 million (2021: $481.9 million), and WIAL’s USPP Notes had a fair value of
$110.9 million (2021: $108.4 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
As at 31 March 2022 WIAL has bank facilities amounting to $100 million (31 March 2021: $170 million), which remain undrawn at
31 March 2022 (31 March 2021: $70 million). These facilities and the US$72 million USPP Notes have certain financial covenants.
Due to the ongoing impacts of Covid-19, WIAL has worked with its banking group and USPP lenders to secure relief in respect of the
interest cover ratio for the 31 March 2022 test date. Notwithstanding this relief, WIAL has met all its covenants at 31 March 2022.
23 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.
23.1 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.
130
Exposure to credit risk
2022
$Millions
2021
$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 ratings685.2 106.5
Financial institutions with 'A+' credit ratings - -
Financial institutions with 'A' credit ratings160.4 25.2
Unrated financial institutions5.4 2.1
Total cash deposits with financial institutions851.0 133.8
Cash on hand - -
Total Cash and cash equivalents851.0 133.8
No cash was included in assets held for sale at 31 March 2022 (31 March 2021: $341.6 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
2022
$Millions
2021
$Millions
The ageing analysis of trade receivables is as follows:
Not past due63.8100.3
Past due 0-30 days10.82.3
Past due 31-90 days2.51.9
Greater than 90 days2.04.9
Total79.1109.4
The ageing analysis of impaired trade receivables is as follows:
Not past due(0.6)(0.3)
Past due 0-30 days(0.4)(0.4)
Past due 31-90 days(0.6)(0.8)
Greater than 90 days(3.1)(4.0)
Total(4.7)(5.5)
2022
$Millions
2021
$Millions
Movement in the provision for expected credit loss for the year was as follows:
Balance as at 1st April5.5 6.3
Acquired through acquisition of subsidiary2.0 0.5
Expected credit loss recognised (Charged to operating expenses)3.7 3.2
Bad debts recovered(0.5) -
Provisions utilised(2.6) (4.5)
Transfers to assets classified as held for sale
(3.4) -
Balance as at 31 March4.7 5.5
Other prepayments and receivables106.5225.0
Total Trade, accounts receivable and prepayments180.9328.9
131
23.2 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 2022
Accounts payable, accruals and
other liabilities598.1632.2488.22.3 107.6 33.3 0.8
Lease liabilities249.3463.8 13.9 14.3 27.0 72.8 335.8
Unsecured & secured bank facilities1,067.2 881.5 25.1 57.7 74.5723.4 0.8
Infratil Infrastructure bonds1,156.6 1,357.5 120.8 122.2 160.8 553.2 400.5
Perpetual Infratil Infrastructure bonds231.9 287.9 3.6 3.6 7.3 21.8 251.6
Wellington International Airport
bonds621.7 769.4 11.7 11.7 96.8 279.0 370.2
Trustpower bonds350.7 401.1 6.6 133.1 8.2 146.3 106.9
Derivative financial instruments118.8 128.718.220.281.46.0 2.9
4,394.3 4,922.1688.1365.1563.61,835.8 1,469.5
31 March 2021
Accounts payable, accruals and
other liabilities
501.2 487.5 296.7 - 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 instruments156.1 160.1 80.4 23.4 43.7 9.3 3.3
4,267.8 4,917.9 716.2 202.2 1,130.2 1,564.7 1,304.6
23.3 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.
23.3.1 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 managing it’s interest rate exposures in accordance with it’s Group Treasury Policy, which sets out defined maximum and
minimum thresholds for exposures to floating interest rates across different tenors. Infratil achieves compliance with these thresholds by
issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert a portion of floating rate exposures to fixed
rate exposures. Borrowings issued at fixed rates does expose the Group to fair value interest rate risk.
132
2022
$Millions
2021
$Millions
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps - notional value1,459.3 1,210.5
Fair value of interest rate swaps 24.2 (18.9)
Cross currency interest rate swaps - notional value99.8 99.8
Fair value of cross currency interest rate swaps 1.6 7.1
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year - 129.5
Between 1 to 2 years50.0 -
Between 2 to 5 years934.3448.0
Over 5 years475.0633.0
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.
2022
$Millions
2021
$Millions
Profit or loss
100 bp increase17.6 6.3
100 bp decrease(17.9)(7.6)
Other comprehensive income
100 bp increase(3.4)7.0
100 bp decrease3.0 (1.2)
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.
23.3.2 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.
133
20222021
+10%
$Millions
-10%
$Millions
+10%
$Millions
-10%
$Millions
Profit or loss
AUD(11.3)11.3 (11.1) 11.1
EURO(0.3)0.3 - -
GBP - - - -
USD(0.1)0.1 - -
Other comprehensive income
AUD(84.6)83.3 (130.6) 133.0
EURO(0.3)0.3 (0.2) 0.2
GBP(5.7)5.7 - -
USD(19.2)21.4 (5.8)5.8
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, USD/NZD, EUR/NZD and GBP/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:
2022
$Millions
2021
$Millions
Cash, short term deposits and trade receivables
United States Dollars (USD)3.9 1.4
Australian Dollars (AUD)4.5 0.2
Euro0.5 -
Pound Sterling0.2 -
23.3.3 Energy price risk
Energy Price Risk is the risk that financial performance will be impacted by fluctuations in spot energy prices. The Group meets its energy sales
demand by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations
in the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk
from price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and settled. Any
resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract. The Group has
elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow hedges.
The hedged anticipated electricity purchase transactions are expected to occur continuously throughout the next three years from the end of
the reporting period consistent with Trustpower’s forecast electricity generation and retail electricity sales. Gains and losses recognised in the
cash flow hedge reserve on electricity derivatives as of 31 March 2022 will be continuously released to the income statement in each period in
which the underlying purchase transactions are recognised in the income statement.
20222021
At balance date the aggregate notional volume of outstanding energy derivatives were:
Electricity (GWh)3,621.0 2,401.0
Fair value of energy derivatives ($millions)3.0 23.9
As at 31 March 2022, 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 2022 will be continuously released to the income statement in each
period in which the underlying purchase transactions are recognised in the profit or loss.
134
2022
$Millions
2021
$Millions
The termination dates for the energy derivatives are as follows:
Between 0 to 1 year129.7 107.4
Between 1 to 2 years123.8 56.9
Between 2 to 5 years133.0 74.2
Over 5 years - -
386.5 238.5
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:
2022
$Millions
2021
$Millions
Profit and loss
10% increase in energy forward prices(15.2)(7.3)
10% decrease in energy forward prices15.2 7.5
Other comprehensive income
10% increase in energy forward prices1.0 (12.3)
10% decrease in energy forward prices(1.0) 14.2
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.
23.4 Fair values
With the exception of bond debt and senior notes which are measured at amortised cost, financial assets and financial liabilities are
measured at fair value, and have a fair value at 31 March 2022 of $2,307.3 million (31 March 2021: $2,382.7 million) compared to an
amortised cost value of $2,360.9 million (31 March 2021: $2,397.6 million).
The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:
2022
$Millions
2021
$Millions
Assets
Derivative financial instruments - energy
106.2 145.6
Derivative financial instruments - cross currency interest rate swaps
1.6 7.1
Derivative financial instruments - foreign exchange
- 0.2
Derivative financial instruments - interest rate38.4 15.3
146.2 168.2
Split as follows:
Current
65.3 76.2
Non-current 80.9 92.0
146.2 168.2
Liabilities
Derivative financial instruments - energy
103.2 121.7
Derivative financial instruments - cross currency interest rate swaps
- -
Derivative financial instruments - foreign exchange
1.4 0.2
Derivative financial instruments - interest rate14.2 34.2
118.8 156.1
Split as follows:
Current
48.3 89.2
Non-current
70.5 66.9
118.8 156.1
135
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 2021: 3.1% to 3.8%)
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 2022
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
Total
$Millions
Assets per the statement of financial position
Derivative financial instruments - energy - - 106.2 106.2
Derivative financial instruments - cross currency interest rate swaps - 1.6 - 1.6
Derivative financial instruments - foreign exchange - - - -
Derivative financial instruments - interest rate - 38.4 - 38.4
Total - 40.0 106.2 146.2
Liabilities per the statement of financial position
Derivative financial instruments - energy - - 103.2 103.2
Derivative financial instruments - cross currency interest rate swaps - - - -
Derivative financial instruments - foreign exchange - 1.4 - 1.4
Derivative financial instruments - interest rate - 14.2 - 14.2
Total - 15.6 103.2 118.8
136
31 March 2021
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
Total
$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
Total - 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
Total - 34.4 121.7 156.1
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 2022 (31 March 2021: 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.
2022
$Millions
2021
$Millions
Assets per the statement of financial position
Opening balance145.6 32.6
Foreign exchange movement on opening balance - 4.1
Acquired as part of business combination - -
Gains and (losses) recognised in profit or loss74.4 341.9
Gains and (losses) recognised in other comprehensive income(113.8) -
Transfer to assets held for sale - (233.0)
Closing balance106.2 145.6
Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year1.4 131.5
Liabilities per the statement of financial position
Opening balance121.7 14.9
Foreign exchange movement on opening balance - 1.0
Acquired as part of business combination - -
(Gains) and losses recognised in profit or loss(18.4)134.7
(Gains) and losses recognised in other comprehensive income(0.1) -
Transfers to liabilities held for sale - (28.9)
Closing balance103.2 121.7
Total gains/(losses) for the year included in profit or loss for liabilities held at the end of the reporting year - 92.2
Settlements during the year(14.0)(18.8)
137
23.5 Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group
has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities which
include reviewing management practices in relation to identification and management of significant business risk areas and regulatory
compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and Boards
throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is given to
strategic risks that could affect the Group. Management report to the Audit and Risk Committee and the Board on the relevant risks and
the controls and treatments for those risks.
23.6 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 issued 1,031,049 shares (2021: none). 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 (2021: 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 (2021: 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 sustainably high, the profile may be shortened, and when
rates are low the profile may be lengthened.
24 Capital commitments
2022
$Millions
2021
$Millions
Committed but not contracted for
41.2 -
Contracted but not provided for
56.3 51.3
Capital commitments
97.5 51.3
There were no individual material capital commitments as at 31 March 2022. See Note 7 for Infratil’s commitment to Clearvision Ventures
and Note 6 for Infratil’s commitment to Galileo.
25 Reconciliation of net surplus with cash flow from operating activities
2022
$Millions
2021
$Millions
Net surplus for the year1,231.7(16.0)
(Add) / Less items classified as investing activity:
(Gain)/Loss on investment realisations, impairments and disposals of discontinued operations(1,014.7)(46.5)
Transaction costs: payables relating to investing activities0.7 -
Add items not involving cash flows:
Movement in financial derivatives taken to the profit or loss(60.6)4.1
Decrease in deferred tax liability excluding transfers to reserves(35.9)6.1
Changes in fair value of investment properties(15.3)(12.0)
Equity accounted earnings of associate net of distributions received(207.3)(109.0)
Depreciation124.3 114.0
Movement in provision for bad debts0.5 -
Amortisation of intangibles18.4 13.2
Other
16.0 31.0
Movements in working capital:
Change in receivables48.6 (64.5)
Change in inventories(0.2) -
Change in trade payables(10.0)(1.3)
Change in accruals and other liabilities(42.5)208.4
Change in current and deferred taxation29.1 (36.1)
Net cash flow from operating activities82.891.4
138
26 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).
2022
$Millions
2021
$Millions
Key management personnel remuneration comprised:
Short-term employee benefits 16.0 12.0
Post employment benefits - -
Termination benefits 0.1 0.7
Other long-term benefits 0.6 1.8
Share based payments(2.2)(1.1)
14.5 13.4
Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $3.6 million (2021: $2.2 million).
27 Related parties
Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of
business. A number of key management personnel are also Directors of Group subsidiary companies and associates.
Morrison & Co Infrastructure Management Limited (‘MCIM’) is the management company for the Company and receives management
fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership
(‘MCO’). Mr Bogoievski was a director of Infratil until 31 March 2021 and was a director and Chief Executive Officer of MCO until 31
December 2021. 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
2022
$Millions
2021
$Millions
Management fees28 278.7268.8
Executive secondment and consulting0.7 9.8
Directors' fees2.2 1.8
Financial management, accounting, treasury, compliance and administrative services1.7 1.6
Risk management reporting - -
Investment banking services - -
Total management and other fees283.3282.0
The above table includes $0.2 million paid by discontinued operations in the year ended 31 March 2022 (2021: $0.4 million).
At 31 March 2022 amounts owing to MCIM of $5.2 million (excluding GST) are included in trade creditors (2021: $4.5 million).
MCO, or Employees of MCO received directors fees from the Company, subsidiaries or associates
as follows:
2022
$000’s
2021
$000’s
CDC Group Holdings Pty Ltd159.0160.6
Infratil Limited - -
Infratil Infrastructure Property Limited45.0 45.0
Galileo Green Energy, LLC350.2 365.4
Gurīn Energy - -
Longroad Energy Holdings, LLC215.2 223.5
RHC Holdco Limited150.0 -
Qscan Group Holdings Newco Pty - -
RA (Holdings) 2014 Pty Limited309.1169.0
Tilt Renewables Limited162.5409.1
Trustpower Limited380.4 247.5
Vodafone New Zealand Limited - -
Wellington International Airport Limited400.9 276.8
2,172.31,896.9
139
28 Management fees paid under the Management Agreement with Morrison & Co
Infrastructure Management Limited
The day-to-day management responsibilities of the Company have been delegated to Morrison & Co Infrastructure Management
Limited (‘MCIM’) under a Management Agreement. The Management Agreement specifies the duties and powers of MCIM, and the
management fees payable to MCIM for delivering those services. These include a New Zealand Portfolio Management Fee, International
Portfolio Management Fee and International Portfolio Incentive Fees.
Management fees paid under the Management Agreement during the year were:
2022
$Millions
2021
$Millions
New Zealand & International Portfolio Management Fees57.3 45.7
International Portfolio Incentive Fees221.2223.1
278.5268.8
New Zealand Portfolio Management Fee
The New Zealand base management fee is paid on the ‘New Zealand Company Value’ at 0.80% p.a. on the New Zealand Company
Value above $150 million, 1.00% p.a. on the New Zealand Company Value between $50 million and $150 million and 1.125% p.a. on
New Zealand Company value up to $50 million. The New Zealand Company Value is defined as:
• the Company’s market capitalisation as defined in the Management Agreement (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,
• an adjustment for foreign exchange gains or losses related to non-New Zealand investments.
International Portfolio Management Fee
The international fund management fee is paid at the rate of 1.50% per annum on:
• the cost price of any non-Australasian investments; and,
• the book value of the debt in any wholly owned non-Australasian investments.
International Portfolio Incentive Fees
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.
The Company’s investment in Galileo Green Energy was eligible for the International Portfolio Initial Incentive Fee as at 31 March 2022.
(31 March 2021: None). Based on an independent valuation obtained as at that date, no International Portfolio Initial Incentive Fee has
been accrued as at 31 March 2022.
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 and RetireAustralia are eligible for the International Portfolio
Annual Incentive fee assessment as at 31 March 2022 (31 March 2021: ASIP, RetireAustralia, CDC Data Centres, Longroad Energy and
Tilt Renewables).
Based on independent valuations obtained as at 31 March 2022, an Annual Incentive Fee of $99.7 million has been accrued as at that
date (31 March 2021: $223.1 million).
140
International Portfolio Annual Incentive Fees
2022
$000’s
2021
$000’s
ASIP
- 1.6
CDC Data Centres
84.7140.2
Longroad Energy
14.1(8.0)
RetireAustralia
0.93.2
Tilt Renewables - 86.1
99.7223.1
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.
Following the divestments of the Company’s investments in Tilt Renewables and ASIP during the year a Realised Incentive Fee of
$121.5 million has been accrued as at 31 March 2022 (31 March 2021: none).
International Portfolio Realised Incentive Fees
2022
$Millions
2021
$Millions
Tilt Renewables
122.1 -
ASIP(0.6) -
121.5 -
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.
Realised Incentive Fees are payable within 7 Business Days of receipt by the Company of a certificate from the International Portfolio
Independent Valuer.
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
During the year ended 31 March 2021, WIAL entered into a $75.8 million shareholder support agreement (66% Infratil and 34%
Wellington City Council) in the form of a commitment from both its shareholders for redeemable preference shares, which remains in
place. WIAL’s option to draw down on this agreement expires 30 June 2022.
30 Events after balance date
Dividend
On 18 May 2022, the Directors approved a fully imputed final dividend of 12.0 cents per share to holders of fully paid ordinary shares to
be paid on 15 June 2022.
Trustpower sale of retail business
On 2 May 2022, Trustpower announced that all conditions of the sale of Trustpower’s gas, telecommunications, and retail electricity
supply business (excluding the supply of electricity to commercial and industrial customers) to Mercury NZ Limited have been met and
as a result the sale was completed effective 1 May 2022.
A description of the completion of the sale of the Trustpower retail business, subsequent to balance date is provided in note 10.2.
141
© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization 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 consolidated financial statements
of Infratil Limited (the ’company’) and its subsidiaries
(the 'group') on pages 82 to 140:
i. present fairly in all material respects the group’s
financial position as at 31 March 2022 and its
financial performance and cash flows for the year
ended on that date in accordance 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 2022;
— 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.
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.
142
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 $45 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
Acquisition of Pacific Radiology Group Limited & Qscan Group Holdings Newco Pty
On 31 May 2021, Infratil acquired 56.0% of Pacific
Radiology Group Limited, (‘Pacific Radiology Group’).
As disclosed in note 9.1 of the financial statements, the
group acquired total assets of $213 million, assumed
total liabilities of $145 million and recognised total
goodwill of $754 million.
As at 31 March 2021, the acquisition accounting for
Qscan Group Holdings Newco Pty Limited (‘Qscan
Group) was reported on a provisional basis. As
disclosed in note 9.3 of the financial statements,
during the year the group finalised its measurement of
the fair value of the QScan assets and liabilities
Our procedures over the acquisition of Pacific
Radiology Group and Qscan Group included:
− Determining the appropriateness of the
acquisition date with reference to the
achievement of control over the acquired
business interest;
− Reviewing the fair value of the purchase
consideration with reference to the underlying
share sale agreements and cash consideration
paid;
143
3
The key audit matter How the matter was addressed in our audit
acquired which resulted in a goodwill balance of $666
million.
Accounting for acquisitions under IFRS is inherently
complex, requiring the Directors to exercise
judgement in the following areas:
− Determining acquisition date;
− Estimating the fair value of the purchase
consideration:
− Identification of potential intangible assets acquired
as part of the acquisitions; and
− Determining the fair value of assets and liabilities of
the acquired.
− Evaluating the qualifications, competence and
objectivity of external and internal experts used by
the group to determine
− Agreeing the opening balance sheet amounts,
including adjustments to recognise these
balances at fair value, to the underlying books and
records and previously audited financial
statements of the acquiree;
− Assessing the identification of potential
intangible assets acquired as part of the
acquisitions;
− Using valuation specialists to assess the
appropriateness of the valuation methodology
and key assumptions adopted by managements
specialist for calculating the fair value for each
material category of tangible and intangible
assets.
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 $3,401
million (2021: $3,239 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 ($1,776 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.
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;
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;
− 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.
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4
The key audit matter How the matter was addressed in our audit
− Discount rates applied to the estimated future cash
flows to determine a present-day value; and
− Forecast costs of operating the generation
schemes.
Land and civil works ($708 million) and Buildings ($594
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.
At 31 March 2022 a material change assessment for
each asset class was performed to assess whether
the carrying values of each class materially vary from
their fair value. This assessment was undertaken with
assistance from external independent valuers.
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.
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 2022 was $2,126 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 carrying value
of associates included, amongst others:
− Recalculating the share of profit from equity
accounted investments using investee financial
information;
145
5
The key audit matter How the matter was addressed in our audit
− 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 81 and page 141 to 163). 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.
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
146
6
— 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 2022
147
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 six Directors (five 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, a director since 2007
and was last re-elected in 2021. He is a director of RetireAustralia,
Precinct Properties and Chair of 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 in
2021. Jason is Chair of Longroad Energy and Galileo Green Energy,
and a director of CDC Data Centres. He was a director of
Wellington International Airport until 2021. He joined Morrison & Co
in 2011 after a 15-year legal career in corporate finance and M&A in
New Zealand and London. 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 was last re-elected in
2019. Alison is Chair of the Audit and Risk Committee. She is a
director of Air New Zealand, ANZ Bank New Zealand, and, Chair
of Sharesies. She has been a professional director since 2007.
Previously, Ms Gerry worked for both corporates and for financial
institutions in Australia, Asia and London in trading, finance and
risk roles.
Paul Gough (BCom(Hons))
Independent Director
Paul Gough joined the Board in 2012 and was last re-elected in
2021. He is managing partner of the UK private equity fund STAR
Capital. He is a director of several international companies in the
transport, logistics, healthcare, infrastructure and financial
services sectors. Mr Gough previously worked for Credit Suisse
First Boston in New Zealand and London.
Kirsty Mactaggart (BAcc, CA)
Independent Director
Kirsty Mactaggart joined the Board in 2019, and is also a Director
of Sharesies Investment Management Limited and an
independent advisor to companies and shareholders on Equity
Capital Market transactions. Prior to her director and advisor
career, she was Head of Equity Capital Markets and, Corporate
Governance for Fidelity International in Asia, and was also a
Managing Director at Citigroup based in Hong Kong and London.
She has over 25 years of global financial market experience with
a unique investor perspective and a focus on governance.
Peter Springford (MBA)
148
Independent Director
Peter Springford joined the Board in 2016 and was last re-elected
in 2020. He is also 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 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 3rd annual meeting after appointment
or after three years (whichever is longer).
A Director appointed by the Board to fill a casual vacancy must
also stand for election at the following annual meeting.
Board and Committee Meetings
The Board will normally hold at least six meetings in each year,
and additional Board meetings are held where necessary in order
to prioritise and respond to issues as they arise.
The Board and Committee meetings and attendance in Financial
Year 2022 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 Tume9/94/64/6-8/8
J Boyes9/96/66/6--
A Gerry9/95/65/6-8/8
P Gough9/96/66/6-8/8
K Mactaggart9/96/66/6-8/8
C Savage
1
6/65/65/6-6/6
P Springford9/96/66/6-8/8
1
Retired on 31 January 2022
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, judgments, 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 27 to the Financial Statements on
page 138 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 Board receives reports from or through
Morrison & Co including financial, operational and other reports
and proposals.
Infratil’s management comprises people employed by the
Morrison & Co (including the Chief Executive and Chief Financial
Officer), and people employed by Infratil’s subsidiaries and
investee companies.
149
Manager Performance
A key responsibility of 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 established 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 2021 (and the key conclusions of that
were noted in the 2021 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 2022 as to the gender composition of the Board,
Infratil’s Officers, and senior executives and employees in portfolio
businesses and Morrison & Co:
2022 PositionNumberProportion
FemaleMaleFemaleMale
Board 2 4 33% 67%
Officers
1
1 2 33% 67%
Morrison & Co 72 90 44% 56%
Senior
Executives
2
22 80 22% 78%
Organisation
3
3,542 2,595 58% 42%
2021 PositionNumberProportion
FemaleMaleFemaleMale
Board3443%57%
Officers
1
1233%67%
Morrison & Co578041%59%
Senior
Executives
2
166520%80%
Organisation
3
2,4802,35651%49%
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.
150
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.
Renumeration 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 2022, this was $1,329,375 per
annum, which was approved by Shareholders 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 Manawa Energy); 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.
151
Remuneration is reviewed annually by the Board, and fees are
reviewed against fee benchmarks in New Zealand and Australia
and to take into account the size and complexity of Infratil’s
business. The fee structure approved by the Board for the year
ended 31 March 2022 is set out below:
Annual fee structure
Financial year
2022 (NZD)
Financial year
2021 (NZD)
Base Fees:
Chairman of the Board273,800256,800
Director131,500121,750
Overseas Director (P Gough)164,212152,188
CEO (J Boyes)NilNil
Board Committee Fees:
Audit and Risk Committee
Chair40,00038,500
Member20,60019,700
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 2022 (and 31 March 2021) 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 2022 and 31 March 2021 paid by the
Company was as follows (these amounts exclude GST, where
appropriate):
Director
Financial year
2022 (NZD)
Financial year
2021 (NZD)
M Tume (Chairman)273,800256,800
CEO (J Boyes/M Bogoievski)--
A Gerry 179,000167,750
P Gough171,875159,688
K Mactaggart159,600148,950
C Savage
1
133,433148,950
P Springford139,000129,250
Total1,056,7181,011,388
1
Ms Savage retired on 31 January 2022.
Directors’ Remuneration paid by Infratil Subsidiaries
Directors’ remuneration (in their capacity as such) in respect of the
year ended 31 March 2022 and 31 March 2021 paid by subsidiaries
was as follows (these amounts exclude GST where appropriate):
Director
Financial year
2022 (NZD)
Financial year
2021 (NZD)
A Gerry (Wellington International
Airport Limited)
1
23,66480,371
1
Ms Gerry resigned on 21 June 2021
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 2022, the following number of
employees (and former employees) and Infratil and its subsidiaries
received remuneration and other benefits in their capacity as
employees of at least $100,000. 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 businesses are Gurin Energy,
Infratil Infrastructure Property, Qscan, Tilt Renewables,
Manawa Energy 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, Kao Data, 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 page 16
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.
Remuneration rangeNumber of employees
$100,000 to $110,000 69
$110,001 to $120,000 132
$120,001 to $130,000 116
$130,001 to $140,000 75
$140,001 to $150,000 73
$150,001 to $160,000 44
$160,001 to $170,000 27
$170,001 to $180,000 16
$180,001 to $190,000 13
$190,001 to $200,000 14
$200,001 to $210,000 15
$210,001 to $220,000 9
$220,001 to $230,000 12
$230,001 to $240,000 10
152
Remuneration rangeNumber of employees
$240,001 to $250,000 10
$250,001 to $260,000 7
$260,001 to $270,000 7
$270,001 to $280,000 6
$280,001 to $290,000 3
$290,001 to $300,000 5
$300,001 to $310,000 3
$310,001 to $320,000 5
$320,001 to $330,000 1
$330,001 to $340,000 10
$340,001 to $350,000 5
$350,001 to $360,000 2
$360,001 to $370,000 1
$370,001 to $380,000 2
$400,001 to $410,000 2
$410,001 to $420,000 1
$430,001 to $440,000 2
$440,001 to $450,000 1
$460,001 to $470,000 2
$480,001 to $490,000 2
$500,001 to $510,000 1
$530,001 to $540,000 2
$550,001 to $560,000 1
$560,001 to $570,000 1
$580,001 to $590,000 1
$590,001 to $600,000 3
$610,001 to $620,000 1
$620,001 to $630,000 1
$630,001 to $640,000 1
$640,001 to $650,000 3
$660,001 to $670,000 1
$690,001 to $700,000 1
$700,001 to $710,000 1
$720,001 to $730,000 3
$730,001 to $740,000 1
$750,001 to $760,000 2
$760,001 to $770,000 1
$800,001 to $810,000 1
$890,001 to $900,000 1
$920,001 to $930,000 1
$1,320,001 to $1,330,000 1
$1,980,001 to $1,990,000 1
Disclosures
Directors Holding Office
Infratil’s Directors as at 31 March 2022 were:
• Mark Tume (Chairman)
• Jason Boyes
• Alison Gerry
• Paul Gough
• Kirsty Mactaggart
• Peter Springford
Catherine Savage retired as a Director on 31 January 2022.
Entries in the Interests Register
Statement of Directors’ Interests
As at 31 March 2022, 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 Tume59,5787,445
J Boyes715,346
A Gerry34,048
P Gough197,533
K Mactaggart64,870
P Springford44,766
Trustpower (TPW) ordinary
shares
K Mactaggart8,300
IFT210 Bonds
P Springford40,000
WIA030 Bonds
P Springford30,000
As at 31 March 2022, Directors and senior executives (directors or
employees of Morrison & Co) held, in aggregate, 1.97% of the
Infratil ordinary shares.
153
Dealing in Securities
The following table shows transactions by Directors recorded in
respect of those securities during the period from 1 April 2021 to
31 March 2022:
Director
No of securities
bought/(sold)
Cost/(proceeds)
(NZD)
Infratil Limited (IFT)
ordinary shares
Jason Boyes – beneficial
Allocation of beneficial ownership
of shares in connection with
Fixed Trading Plan announced on
30/03/2021 – 03/08/2021715,346n/a
1
Mark Tume - beneficial
Allocation of beneficial ownership
of shares in connection with
Fixed Trading Plan – 14/05/202110,00016,349.40
Allotted pursuant to
Dividend Reinvestment Plan
– 23/12/2021
4463,572.84
Peter Springford - beneficial
Allotted pursuant to
Dividend Reinvestment Plan
– 23/12/2021
3602,883.91
Catherine Savage - beneficial
On market acquisitions -
01/06/2021
13,135100,000.00
On market acquisitions -
12/11/20217,92165,000.00
1
The cost of the acquisition of the interest in these shares was met by the
application of a bonus payable to Jason Boyes in connection with his
employment with Morrison & Co.
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 2022:
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
Director of Precinct Properties New Zealand Limited
Chair of Te Atiawa Iwi Holdings Limited Partnership
J Boyes
Director of various Infratil wholly owned companies
Director of Infratil Trustee Company Limited
Chair of Galileo Green Energy GmbH
Chair of Longroad Energy Holdings, LLC
Director of various companies wholly owned by the H.R.L.
Morrison & Co Group Limited Partnership
Director of Morrison & Co Employee Co-Invest (PIP 2) Limited
Director of Morrison & Co Employee Co-Invest (PIP 2) Limited
Director of Morrison Asian Investments Limited
Director of Morrison Leasing Limited
Director of MGIF European Renewables Pty Limited
A Gerry
Director of Air New Zealand Limited
Director of ANZ Bank New Zealand Limited
Director of Asteron Life Limited
Director of Glendora Avocados Limited
Director of Glendora Holdings Limited
Director of On Being Bold Limited
Director of Sharesies Limited
Director of Sharesies AU Group Limited
Director of Sharesies Group Limited
Director of Sharesies Nominee Limited
Director of Sharesies Investment Management Limited
Director of Vero Insurance New Zealand Limited
Director of Vero Liability Insurance Limited
154
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 Luxury Stays Ltd.
Director of Sharesies Investment Management Limited
P M Springford
Director and Shareholder of Cerbere Investments Limited
Director and Shareholder of Charlie Farley Forestry Limited
Director and Shareholder of Medicann Investments Limited
Director and Shareholder of Omahu Ventures Limited
Director and Shareholder of Springford and Newick Limited
Director of Zespri Group Limited
Director of Zespri International Limited
M Tume 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,
judgments, 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.
155
Subsidiary CompanyDirector of Subsidiary
Alpenglow Australia Pty LtdChris Munday and Gary Shepherd
Aotea Energy Holdings LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Aotea Energy Holdings No 2 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Aotea Energy Investments Limited Marko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Aotea Energy LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Auckland Radiology Group Limited
(acquired 29 October 2021)
Michael Brook and Peter Coman
Bay Echo Limited
(acquired 17 December 2021)
Michael Brook, Peter Coman, Graeme Porter,
Jonathan Tisch, and Calum Young
Bay Radiology Limited
(acquired 17 December 2021)
Michael Brook and Peter Coman
Berera Radiology Holdings Pty LtdChris Munday and Gary Shepherd
Breast Screen Bay of Plenty Ltd
(acquired 17 December 2021)
Michael Brook, Bruce Chisholm, Peter Coman, and Antony Moffatt
Canterbury Breast Care Limited
(acquired 31 May 2021)
Birgit Dijkstra, Philippa Mercer, Gemma Sutherland, and Berenika Willi-Sedlacek
(appointed 16 August 2021). Marcel Brew (ceased 16 August 2021).
Cleveland X-Ray Services Pty LtdChris Munday and Gary Shepherd
Cyclotek Pharmaceuticals LimitedTrevor Paul Fitzjohn, Gregory John Santamaria,
Jeremy Russell Peter Sharr, Robert Edward Ware
GE-SK Pte. Ltd. (established 10 June 2021)Assaad Razzouk and Michel Boardman
Gurin Energy Pte Ltd
(established 10 June 2021)
Priya Grewal, Anthony Muh, Jonathan Palmer,
Vimal Vallabh and Wee Choo Peng
Gurin Services (Thailand) Co., Ltd.
(established 17 November 2021)
Michelle Marie O'Hare and Ratchaneewan Pulnil
Gurin Services Philippines Inc.
(established 6 September 2021)
Reden Garcia Dodriguez, Estelito I. Madridejos,
and Maria Cecelia O. Canimo
Gurin Services Pte. Ltd.
(established 30 June 2021)
Assaad Razzouk, Robert Driscoll, and Michel Boardman
Heart Vision LimitedRoss John Keenan, Andrew David Phillip Laing,
Clive John Scrimgeour Low, Graham John Muir
HR Clinic Asset Pty LtdChris Munday and Gary Shepherd
HR Clinic Services Pty LtdChris Munday and Gary Shepherd
HR Clinic Services Unit Trustn/a
Ilesilver Pty LtdChris Munday and Gary Shepherd
Infratil 1998 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil 2016 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil 2018 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil 2019 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil AR Limited
(established 22 April 2021)
Jason Boyes and Mark Tume
Directors of Infratil Subsidiary Companies
156
Subsidiary CompanyDirector of Subsidiary
Infratil Australia LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil CHC LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Energy LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil Energy New Zealand LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil Europe LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Finance LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Gas LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil HC LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil HPC Limited
(established 25 June 2021)
Jason Boyes and Mark Tume
Infratil Infrastructure Property LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Investments LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil No.1 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil No.5 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Outdoor Media LimitedMarko Bogoievski (ceased 1 April 2021) and Jason Boyes (appointed 1 April 2021)
Infratil PPP LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil Renewables LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil RHC NZ LimitedMarko Bogoievski (ceased 1 April 2021)
and Jason Boyes (appointed 1 April 2021) and Vimal Vallabh
Infratil RV Limited Marko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil Securities LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil Trustee Company LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil UK LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
Infratil US Renewables, Inc.Marko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Ventures 2 LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Infratil Ventures LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
J One Solar Corporation
(established 1 October 2021)
Kim Hannah and Koh Seung Tae
J Three Solar Corporation
(established 18 February 2022)
Kim Hannah and Koh Seung Tae
157
Subsidiary CompanyDirector of Subsidiary
J Two Solar Corporation
(established 17 February 2022)
Kim Hannah and Koh Seung Tae
King Country Energy Holdings LimitedDavid Prentice
King Country Energy LimitedPeter Calderwood, Robert Carter and Kevin Palmer
Manawa Energy Limited
(formerly Hopsta Limited)
David Prentice
Medex Radiology LtdMichael Brook (appointed 21 December 2021), Louise Buckley, Peter Coman
(appointed 21 December 2021), Logan Fletcher (ceased 10 December 2021),
Jeremey Mason (ceased 10 December 2021) and Deborah McMurtrie
Meitaki LimitedMartin Harrington, Steven Sanderson and A Willis
North Coast Radiology Holdings Pty LtdChris Munday and Gary Shepherd
North Coast Radiology Trustn/a
Northern Suburbs Investment Trustn/a
Northwest Auckland Airport LimitedTim Brown, Jason Boyes (appointed 1 April 2021)
and Phillippa Harford (appointed 5 April 2021)
NZ Airports LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Mark Tume
Pacific Imaging Services Holdings Pty Ltd
(acquired 31 May 2021)
Adrian Balasingam, Terrence McLaughlin and Andrew Phillips
Pacific Radiology Group Limited
(acquired 31 May 2021)
Michael Brook and Peter Coman
Pacific Radiology Limited (UK)
(acquired 31 May 2021)
Dr M D Brew
Pacific Radiology Pty Ltd
(acquired 31 May 2021)
Adrian Balasingam, Terrence McLaughlin and Andrew Phillips
Premier Medical Imaging Pty Ltd Chris Munday and Gary Shepherd
Proximal Pty LtdChris Munday and Gary Shepherd
Qscan Cleveland CT JV Pty LtdChris Munday and Gary Shepherd
Qscan Dental JV Pty LtdMark Hansen and Hal Rice
Qscan Everton Park CT JV Pty LtdChris Munday and Gary Shepherd
Qscan Everton Park Pty LtdChris Munday and Gary Shepherd
Qscan Group Bidco Pty LtdChris Munday (appointed 31 January 2022)
and Gary Shepherd (appointed 31 January 2022).
Michael Brook (ceased 31 January 2022) and Paul Newfield (ceased 31 January 2022).
Qscan Group Holdings Newco Pty LtdPaul Newfield, Michael Brook, John Livingston, Mark Hansen,
Hal Rice (ceased 7 December 2021), Ian Cappe, Rohit Singh, Rajeev Jyoti,
Gary Shepherd, Warwick Lee (ceased 7 December 2021) and Alan McCarthy
Qscan Group Midco Pty LtdChris Munday and Gary Shepherd
Qscan Group Pty LtdChris Munday and Gary Shepherd
Qscan Intermediary 1 Pty Ltd
(formerly Qscan Group Holdings Pty Ltd)
Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook
Qscan Intermediary 2 Pty Ltd
(formerly Qscan Mezzco Pty Ltd)
Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook
Qscan Intermediary 3 Pty Ltd
(formerly Qscan Finance Pty Ltd)
Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook
Qscan Intermediary 4 Pty Ltd
(formerly Qscan Bidco Pty Ltd)
Chris Munday, Gary Shepherd, Paul Newfield and Michael Brook
Qscan NZ LimitedMichael Brook
Qscan Pty LtdChris Munday and Gary Shepherd
Qscan Services Pty LtdChris Munday and Gary Shepherd
158
Subsidiary CompanyDirector of Subsidiary
Queensland Cardiovascular Imaging
Pty Ltd
Mark Hansen and Hal Rice
Renew Nominees LimitedMarko Bogoievski (ceased 1 April 2021),
Jason Boyes (appointed 1 April 2021) and Phillippa Harford
RHC Bidco NZ Limited
(established 27 April 2021)
Michael Brook and Peter Coman
RHC Holdco NZ Limited
(established 27 April 2021)
Adrian Balasingam, Michael Brook (appointed 27 April 2021),
Peter Coman (appointed 31 May 2021), Andrew Gooding (appointed 31 May 2021),
Phillippa Harford (appointed 14 June 2021), Nicholas Kenning (appointed 31 May 2021),
Alan McCarthy (appointed 31 May 2021)
and Katherine O'Connor (appointed 29 October 2021)
RHC Midco NZ Limited
(established 27 April 2021)
Michael Brook and Peter Coman
ScreenSouth Limited
(acquired 31 May 2021)
Shelley Boyd (appointed 1 May 2021), Diana Burgess, Jacqueline Copeland,
Lynda Gray, Keiran Horne, and Gemma Sutherland
Skynet Broadband Pty LtdMatthew Swain
South East Radiology Pty LtdChris Munday and Gary Shepherd
SRE Green Power Pte. Limited
(established 16 June 2021)
Assaad Razzouk, Robert Driscoll, and Michel Boardman
Strickland Crescent Nominees Pty LtdMatthew Swain, Anthony Grattan-Smith, Julian Adler and Peter Savage
Swift Transport LimitedMarko Bogoievski (ceased 1 April 2021), Jason Boyes (appointed 1 April 2021)
and Mark Tume
The Northern Exposure Trustn/a
Tiro Medical LimitedJames Chase, Colin Dawson and Richard Wien
Trustpower Insurance LimitedMargaret Breare (appointed 31 October 2021) and David Prentice.
Keith Turner (ceased 31 October 2021).
Trustpower LimitedKevin Baker, Margaret Breare (appointed 22 September 2021), Sheridan Broadbent
(appointed 22 September 2021), Peter Coman, Paul Ridley-Smith and Michael Smith
(appointed 18 November 2021). David Gibson (ceased 26 March 2022), Susan Peterson
(ceased 22 September 2021), David Prentice (ceased 22 September 2021)
and Keith Turner (ceased 31 October 2021).
Trustpower Metering LimitedDavid Prentice
UMI Canberra Unit Trustn/a
UMIC Newco Pty LtdChris Munday and Gary Shepherd
UMIC Pty LtdChris Munday and Gary Shepherd
Wellington Airport Noise Treatment LimitedMartin Harrington and Steven Sanderson
Wellington International Airport LimitedTimothy Brown, Peter Coman (appointed 29 June 2021), Wayne Eagleson, Andrew
Foster, Phillippa Harford, Phillip Walker. Alison Gerry (ceased 29 June 2021).
Whare Manaakitanga LimitedMatthew Clarke, Martin Harrington and Steven Sanderson
X Radiology Australia Pty LtdChris Munday and Gary Shepherd
159
Directors’ Fees paid by Infratil Subsidiary Companies
(not otherwise disclosed in the Annual Report)
Subsidiary CompanyDirector of SubsidiaryCurrency
Financial Year
2022
Gurin Energy Pte. LtdVimal VallabhAUD50,000
Priya GrewalAUD50,000
Anthony MuhAUD50,000
Jonty PalmerAUD50,000
Assaad RazzoukAUD-
Angela QuAUD24,792
Qscan Group Holdings Pty LtdPaul Newfield (Chair)AUD-
Llian BianchiAUD23,401
Michael BrookAUD-
Dr Ian CappeAUD-
Dr Mark HansenAUD109,444
Dr Rajeev JyotiAUD85,480
John LivingstonAUD83,199
Alan McCarthyAUD-
Henry RiceAUD83,960
RHC Holdco NZ LimitedPeter Coman (Chair)NZD 50,000
Dr Adrian BalasinghamNZD 50,256
Michael BrookNZD 50,000
Dr Andrew GoodingNZD 50,256
Phillippa HarfordNZD 50,000
Dr Nick KenningNZD 50,256
Alan McCarthyNZD 66,667
Katherine O'ConnorNZD 25,000
Trustpower LimitedPaul Ridley-SmithNZD 180,000
Kevin BakerNZD 105,411
Joanna BreareNZD 47,822
Sheridan BroadbentNZD 45,753
Peter ComanNZD95,000
David GibsonNZD116,096
Susan PetersonNZD62,329
Michael SmithNZD34,616
Keith TurnerNZD58,630
160
Subsidiary CompanyDirector of SubsidiaryCurrency
Financial
Year 2022
Wellington International Airport LimitedPeter Coman (Chair)NZD87,310
Tim BrownNZD 141,986
Wayne EaglesonNZD 95,972
Andrew FosterNZD 79,977
Alison GerryNZD 23,644
Phillippa HarfordNZD80,790
Phillip WalkerNZD90,641
Tilt Renewables Limited
(Directors fees from 1 April 2021
to 2 August 2021)
Bruce Harker (Chair)AUD 63,332
Vincent HawksworthAUD36,667
Paul NewfieldAUD 34,000
Fiona OliverAUD 43,333
Geoffrey SwierAUD 38,667
Anne UrlwinAUD 41,333
Vimal VallabhAUD 30,000
Donations
The Group made donations of $0.9 million during the year ended
31 March 2022 (2021: $1.3 million).
Auditors
It is proposed that KPMG be reappointed automatically at the
annual meeting pursuant to section 200(1) of the Companies Act
1993.
NZX Waivers
Infratil was granted and has 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.
Infratil has not relied on this waiver during Financial Year 2022.
• 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 2022, Infratil
relied on this waiver in seeking approval from shareholders at the
2021 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 2021 international portfolio annual incentive fee
and/or the third instalment of the Financial Year 2020
international portfolio annual incentive fee in 2021.
NZX Corporate Governance Code
Infratil considers that, during Financial Year 2022, 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.
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.
161
Credit Rating
Infratil does not have a credit rating. As at 31 March 2022,
Wellington International Airport Limited has a BBB/Stable/A-2
rating from S&P Global Ratings.
Continuing share buyback programme
Infratil maintains an ongoing share buyback programme, as
outlined in its 2021 Notice of Meeting. Infratil did not repurchase
any shares during Financial Year 2022 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 person was a
substantial product holder in Infratil as at 31 March 2022:
Substancial product holderNumber held
Date of
Disclosure
Fisher Funds
Management Limited
33,062,207
(5.012%)
9 April 2020
The actual number of shares held by a substantial product holder
may vary from that which has been disclosed to the market.
Updated disclosures are required where a person’s total
percentage holding moves by 1%, or greater, or a person ceases
to be a substantial product holder. Where Infratil issues new equity,
as it did in both 2019 and 2020, if a shareholder participates in an
equity raise on a pro-rata basis the number of shares that they
hold will increase without changing their total percentage holding.
The total number of voting securities of the Company on issue
as at 31 March 2022 was 723,983,582 fully paid ordinary shares
(31 March 2021: 722,952,533).
Twenty Largest Shareholders
as at 31 March 2022
Citibank Nominees (NZ) Ltd 48,428,614
Tea Custodians Limited 47,575,216
HSBC Nominees (New Zealand) Limited 36,754,442
Forsyth Barr Custodians Limited 34,357,808
FNZ Custodians Limited 31,130,673
Custodial Services Limited 30,723,639
Accident Compensation Corporation 26,915,653
HSBC Nominees (New Zealand) Limited 26,045,497
JPMORGAN Chase Bank 24,375,794
New Zealand Permanent Trustees Limited 21,044,317
National Nominees New Zealand Limited 19,579,980
JBWERE (NZ) Nominees Limited 17,917,062
New Zealand Superannuation
Fund Nominees Limited
17,251,371
Bnp Paribas Nominees NZ Limited Bpss40 16,699,289
Robert William Bentley Morrison
& Andrew Stewart & Anthony Howard
13,975,563
New Zealand Depository Nominee 9,812,664
Premier Nominees Limited 8,991,416
Cogent Nominees Limited 7,534,833
Hobson Wealth Custodian Limited 7,243,071
JBWERE (NZ) Nominees Limited 6,605,448
Spread of Shareholders
as at 31 March 2022
Number
of shares*
Number
of holders
Total
shares held%
1-1,000 4,956 2,374,757 0.3%
1,001-5,000 8,531 22,708,443 3.1%
5,001-10,000 3,657 26,516,672 3.7%
10,001-50,000 4,023 81,225,980 11.2%
50,001-100,000 415 28,281,528 3.9%
100,001 and Over 242 562,876,202 77.8%
Total 21,824 723,983,582 100.0%
* 304 shareholders hold less than a marketable parcel of Infratil shares
162
Twenty Largest Infrastructure Bondholders
as at 31 March 2022
Forsyth Barr Custodians
141,344,108
JBWERE (NZ) Nominees Limited
115,578,384
Custodial Services Limited
111,076,782
FNZ Custodians Limited
96,458,280
New Zealand Central Securities
56,392,684
Blake Adam Masefield
54,506,430
Hobson Wealth Custodian
42,110,280
Eric Walter Thompson
40,627,861
Dinah Helen Parr
37,043,954
Christopher Simon Smith
33,389,916
Investment Custodial Services
17,628,143
Pin Twenty Limited
14,987,188
The Tindall Foundation
10,166,480
Forsyth Barr Custodians
9,312,108
Rgtkmt Investments Limited
8,262,022
Alan Neil Bannatyne
8,253,068
Vivienne Claire Sligh
6,006,236
Alan James Gold
5,871,101
Sterling Holdings Limited
4,227,886
JBWERE (NZ) Nominees Limited
3,952,284
Spread of Infrastructure Bondholders
as at 31 March 2022
Number
of bonds
Number
of holders
Total
bonds held%
1-1,000 4 4,000 -
1,001-5,000 1,234 6,125,194 0.4%
5,001-10,000 3,271 31,444,770 2.3%
10,001-50,000 8,636 244,268,822 17.5%
50,001-100,000 1,337 109,347,790 7.8%
100,001 and Over 779 1,004,441,949 72.0%
Total 15,261 1,395,632,525 100.0%
163
Directors
Mark Tume (Chairman)
Jason Boyes
Alison Gerry
Paul Gough
Kirsty Mactaggart
Peter Springford
Company Secretary
Brendan Kevany
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
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
E-mail: 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
E-mail: registrars@linkmarketservices.com.au
Internet address: www.linkmarketservices.com.au
Auditor
KPMG
10 Customhouse Quay
PO Box 996
Wellington
Legal Advisors
Chapman Tripp
10 Customhouse Quay
PO Box 993
Wellington 6140
Directory
164
---
Notes20222021
$000$000
Dividends received from subsidiary companies85,000115,000
Subvention income--
Operating revenue289,901274,267
Total revenue374,901389,267
Directors' fees 41,0571,012
Management and other fees 13279,572269,786
Other operating expenses 49,5673,957
Total operating expenditure290,196274,755
Operating surplus/(loss) before financing, derivatives, realisations and impairments84,705114,512
Net gain/(loss) on foreign exchange and derivatives2,1602,633
Net realisations, revaluations and (impairments)--
Financial income137,094124,257
Financial expenses(62,729)(61,520)
Net financing income74,36562,737
Net surplus before taxation161,230 179,882
Taxation expense6(7,917)(5,484)
Net surplus for the year 153,313 174,398
Other comprehensive income, after tax
Fair value movements in relation to executive share scheme--
Total other comprehensive income after tax--
Total comprehensive income for the year153,313174,398
The accompanying notes form part of these financial statements.
Statement of Comprehensive Income
For the year ended 31 March 2022
Infratil Limited
1
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
NotesCapitalOther reserves
Retained
earningsTotal
$000$000$000$000
Balance as at 1 April 20211,041,742-99,1851,140,927
Total comprehensive income for the year
Net surplus for the year--153,313153,313
Other comprehensive income after tax
----
Total other comprehensive income
----
Total comprehensive income for the year
--153,313153,313
Contributions by and distributions to owners
Share buyback
----
----
Shares issued under dividend reinvestment plan
8,260--8,260
Conversion of executive redeemable shares
----
Dividends to equity holders
3--(130,090)(130,090)
Total contributions by and distributions to owners
8,260-(130,090)(121,830)
Balance as at 31 March 2022
1,050,002-122,4081,172,410
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
----
Shares issued
294,127--294,127
----
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 at 31 March 2021
1,041,742-99,1851,140,927
The accompanying notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 31 March 2022
Statement of Changes in Equity
For the year ended 31 March 2021
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: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
Notes20222021
$000$000
Cash and cash equivalents--
Prepayments and sundry receivables 13274,983121,030
Income tax receivable--
Advances to subsidiary companies 132,123,2412,081,057
Current assets2,398,2242,202,087
International Portfolio Incentive fees receivable from subsidiaries140,832190,395
Deferred tax 612,65716,537
Investments 13585,529585,529
Non-current assets739,018792,461
Total assets3,137,2422,994,548
Bond interest payable4,4674,043
Accounts payable6,1495,050
Accruals and other liabilities 14270,999119,129
Infrastructure bonds 7193,46793,842
Derivative financial instruments 8-2,158
Loans from group companies 13153,897153,897
Total current liabilities628,979378,119
International Portfolio Incentive fees payable140,832190,395
Infrastructure bonds 7963,1041,053,190
Perpetual Infratil Infrastructure bonds 7231,917231,917
Derivative financial instruments 8--
Non-current liabilities1,335,8531,475,502
Attributable to shareholders of the Company1,172,4101,140,927
Total equity1,172,4101,140,927
Total equity and liabilities3,137,2422,994,548
Approved on behalf of the Board on 18 May 2022
Director Director
The accompanying notes form part of these financial statements.
Statement of Financial Position
Infratil Limited
As at 31 March 2022
3
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
Notes20222021
$000$000
Cash flows from operating activities
Cash was provided from:
Dividends received from subsidiary companies85,000115,000
Subvention income--
Interest received137,094124,257
Operating revenue receipts184,72992,828
406,823332,085
Cash was dispersed to:
Interest paid(60,070)(59,918)
Payments to suppliers(186,007)(93,317)
Taxation (paid) / refunded(4,036)(2,974)
(250,113)(156,209)
Net cash flows from operating activities
10156,710175,876
Cash flows from investing activities
Cash was provided from:
Net movement in subsidiary company loan--
--
Cash was dispersed to:
Net movement in subsidiary company loan(42,183)(435,956)
(42,183)(435,956)
Net cash flows from investing activities
(42,183)(435,956)
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares-294,127
Issue of bonds102,40384,678
102,403378,805
Cash was dispersed to:
Repayment of bonds(93,883)-
Infrastructure bond issue expenses(1,216)(1,031)
Repurchase of shares--
Dividends paid
3(121,831)(117,694)
(216,930)(118,725)
Net cash flows from financing activities
(114,527)260,080
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 2022
4
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
(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
Notes to the Financial Statements
For the year ended 31 March 2022
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. To aid comparability certain balance sheet items have been
represented from those reported in prior years to conform to the current year’s presentation. Total equity remains unchanged.
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.
Infratil Limited
5
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
(E) Impairment of assets
(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 Company
(2) Nature of business
At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any
difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the
effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.
Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets
and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign
currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest
and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair
value was determined. Foreign currency differences arising on translation are recognised in profit or loss.
In April 2021, the IFRS Interpretations Committee (‘IFRIC’) issued an agenda decision clarifying its interpretation on how current accounting standards apply to
configuration and customisation costs incurred in implementing Software-as-a-Service (‘SaaS’) cloud computing arrangements. The decision discusses whether
configuration and customisation costs relating to cloud computing arrangements are able to be recognised as intangible assets, and if not, over what period the
expenditure is expensed.
The Company's previous accounting policy was to record these configuration and customisation costs as part of the cost of an intangible asset and amortise these
costs over the useful life of the software assets. The adoption of IFRIC's agenda decision has not had an impact on the financial statements.
There are no new standards that are not yet effective that would be expected to have a material impact on the Company, 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, the United
States, Asia 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.
6
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
(3) Infratil shares and dividends
Ordinary shares (fully paid)
20222021
SharesShares
Total authorised and issued capital at the beginning of the year
722,952,533659,678,837
Movements during the year:
New shares issued
-63,273,696
New shares issued under dividend reinvestment plan
1,031,049-
Conversion of executive redeemable shares
--
Share buyback
--
Total authorised and issued capital at the end of the year
723,983,582722,952,533
Dividends paid on ordinary shares
2022202120222021
cents per sharecents per share
$000$000
Final dividend prior year (paid 22 June 2021)
11.50 11.00 83,140 72,565
Interim dividend current year (paid 23 December 2021)
6.50 6.25 46,992 45,185
Dividends paid on ordinary shares
18.00 17.25 130,132 117,750
(4) Other operating expenses
20222021
$000$000
Fees paid to the Company auditor
287256
Directors’ fees
1,0571,012
Administration and other corporate costs
9,2803,701
Total other operating expenses
10,624 4,969
20222021
Fees paid to the Company auditor
$000$000
Audit and review of financial statements
267
237
Other assurance services
20
19
Taxation services
-
-
Other services
-
-
Total fees paid to the Company auditor
287 256
(5) Net realisations and (impairments)
At 31 March 2022 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 2022 (2021: 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.
During the comparative period the Company issued 63.3 million new shares. In total, net proceeds after issue costs of $294.1 million were raised via an
institutional placement and share purchase plan for existing shareholders.
All fully paid ordinary shares have equal voting rights and share equally in dividends and equity. At 31 March 2022 the Company held 1,662,617 shares as
Treasury Stock (31 March 2021: 1,662,617).
7
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
(6) Taxation
20222021
$000$000
Surplus before taxation
161,230179,882
Taxation on the surplus for the period @ 28%45,14450,367
Plus/(less) taxation adjustments:
Exempt dividends(23,800)(32,200)
Losses offset within Group(18,673)(17,540)
Timing differences not recognised--
Over provision in prior years3,5444,741
Other permanent differences1,702116
Taxation expense7,9175,484
Current taxation 4,0372,973
Deferred taxation 3,8802,511
7,9175,484
There was no income tax recognised in other comprehensive income during the period (2021: nil).
Recognised deferred tax assets and liabilities
20222021
$000$000
Derivatives-604
Provisions--
Tax losses carried forward12,65715,933
Deferred tax assets12,65716,537
20222021
$000$000
Other items--
Deferred tax liabilities--
20222021
$000$000
Derivatives
-604
Provisions--
Tax losses carried forward12,65715,933
Net deferred tax assets/(liabilities)12,65716,537
Changes in temporary differences affecting tax expense
2022202120222021
$000$000$000$000
Derivatives(604)(737)--
Provisions----
Tax losses carried forward(3,276)(1,774)--
Other items----
(3,880)(2,511)--
Assets
Tax Expense
Liabilities
Net Assets/(Liabilities)
Other Comprehensive Income
8
DocuSign Envelope ID: D8FCB2AE-F094-4E9B-AC83-2F954EABAD0E
(7) Infrastructure Bonds
20222021
$000$000
Balance at the beginning of the year1,378,9491,293,188
Issued during the year102,40384,678
Exchanged during the year(54,799)-
Matured during the year(39,084)-
Purchased by Infratil during the year--
Bond issue costs capitalised during the year(1,216)(1,031)
Bond issue costs amortised during the year2,4882,163
Issue premium amortised during the year(253)(49)
Balance at the end of the year1,388,4881,378,949
Current193,46793,842
Non-current fixed coupon 841,1
[TRUNCATED]
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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