Infratil Full Year Results for the year ended 31 March 2023
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
22 May 2023
Infratil delivers a strong FY2023 result, and provides positive guidance for FY2024
despite near term global and local economic headwinds, with strong thematic
tailwinds continuing to drive investment across the portfolio
Infratil today announced a net parent surplus from continuing operations of $643.1 million for
the year ended 31 March 2023, driven by significant growth in earnings from its associates
and the gains recognised on the sale of the Trustpower retail business and the sale of One
New Zealand’s passive tower assets.
Proportionate EBITDAF was $531.5 million – an 11.9% increase on the $474.9 million from
the same period the previous year - reflecting strong performances from CDC Data Centres,
One New Zealand and Wellington Airport – and towards the top end of our most recent
guidance.
Infratil CEO Jason Boyes said that on performance, we unapologetically aim high, and the
current year has been no different on that front, meeting our market guidance and achieving
our target returns to shareholders in a difficult macro environment.
“The last year has been extremely active across our portfolio. Longroad Energy undertook a
significant capital raise, which saw a material uplift in its value. One New Zealand completed
its rebrand as well as the sale of its passive mobile tower infrastructure to a consortium
including Infratil, leading to the establishment of Fortysouth. CDC Data Centres delivered an
additional 104MW of data centre capacity across in Canberra, Sydney and Auckland. While
Manawa Energy completed the sale of the Trustpower mass market retail business.”
At a portfolio level Infratil committed to setting a science-based target with a clearly defined
path to reduce emissions in line with the Paris Agreement goals in May 2023.
“What’ is pleasing is that despite all of the activity across our portfolio, the management teams
of our portfolio companies have remained focused and delivered a set of impressive financial
and operational results.
“CDC saw a significant expansion of capacity to meet new and existing customer demand,
substantial capital deployment to bring this capacity online and a continuation of strong
financial growth, this year delivering 33% EBITDAF growth. Expansion included two new
Auckland campuses in Silverdale and Hobsonville, which are the largest and most secure data
centres of their type in New Zealand.
“2023 was a year of change as Vodafone rebranded to One New Zealand, a culmination of its
second phase of transformation involving network expansion, improved customer experience,
and the sale of passive mobile tower assets. Against this backdrop One New Zealand
delivered a strong annual result with EBITDAF of $527.8 million, and momentum that will see
further growth in FY2024.
“By any measure it was a stand-out period for Longroad Energy, starting with the
announcement of a US$500 million capital raise and introduction of new co-investor MEAG.
The transaction, which closed prior to the announcement of the Inflation Reduction Act,
highlighted the level of value that Longroad had created for shareholders. With this new capital
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
committed Longroad is now in the midst of the largest construction programme in its history,
totalling 1.3GW across six projects in five states of the United States of America.
“Hydrological conditions, wholesale pricing, and hedging contracts contributed to a stronger
net energy margin for Manawa Energy, however this was offset by a fall in carbon prices, the
loss of ACoT revenue, and increased development and corporate overheads. Following the
completion of the sale of the Trustpower retail business in May 2022, Manawa has used the
last 12-months to refocus on advancing new developments and serving its commercial and
industrial customers.
“Looking ahead, the New Zealand diagnostic imaging team expects to see a return to pre-
covid scan volume growth rates in FY2024. The industry fundamentals remain strong, the
health system reforms are gathering pace, and the healthcare system and radiology referral
network is continuing its recovery from covid. We are also excited to deliver additional capacity
in Whangārei, Auckland, Hamilton, Tauranga, Whanganui, Napier and Dunedin over the next
year.
Mr Boyes said, the scale of Infratil’s platform, which also includes Qscan in Australia, means
that we can continue to invest in the best technology, offer the best learning and development
opportunities for our doctors and staff, and most importantly, offer patients and referrers the
widest breadth of expertise across a full range of sub-specialisations.
“Demand for RetireAustralia’s retirement villages continues to be strong with 432 sales during
the year and waitlists now in place for over 75% of its villages. The integration of care into
villages is continuing, using a combination of RetireAustralia’s own home care services and
partnerships with select local care providers.
“In its first full year of travel without covid restrictions since the start of the pandemic,
Wellington Airport hosted 5.3 million passengers, with 4.7 million domestic passengers and
560,000 international passengers passing through its terminals. This helped drive an improved
financial result from the previous year, with EBITDA up 57.6% to $89.6 million, reflecting a
solid recovery across all revenue lines and in line with the growth in passenger numbers.
Over the last year, close to $1.4 billion was deployed across the portfolio, primarily across
Infratil’s existing digital and renewable businesses. “This is the type of investment that
shareholders should be looking at, because it is the investment, we are making today that will
generate returns over the next 10-year period and beyond.”
Mr Boyes highlighted that Infratil retains significant liquidity to support further internal and
external investment opportunities.
“Thematic tailwinds continue to provide valuable options for growth across Infratil’s portfolio.
Climate commitments from governments and societal demands are growing and will
accelerate the transition to renewable energy, resulting in an unprecedented level of
investment. Data demand and connectivity growth is showing no sign of slowing, which also
creates further unique investment opportunities in this sector.
In the last 12-months we have seen the United States-led Biden Administration’s climate
agenda receive a US$369 billion boost in federal funding towards clean energy and climate
change mitigation with the signing of the Inflation Reduction Act. This is most meaningful for
developers that have already spent time building their development pipelines.
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
Not to be outdone, the European Union has also increased its funding, with over €400 billion
now allocated to the clean energy transition, which we expect to continue globally.”
Infratil currently has $1.4 billion of available capacity to fund growth, including significant
undrawn corporate facilities, and almost $600 million of cash on hand. At 31 March, gearing
was 9.8%, significantly below the target range of 30%.
Reflecting feedback and concerns of shareholders in recent years, Infratil and its Manager,
Morrison & Co, have agreed in principle to make amendments to the incentive fee provisions
in the Management Agreement. The amendments will provide for annual offsetting of over and
under performance between the three categories of incentive fees for international assets,
and the carry forward of the impact of underperformance for unrealised assets (and in limited
circumstances for realised assets).
The amendments will be applied to the calculation of the incentive fees due to Morrison & Co
for FY2023, and the net effect of the changes for FY2023 is a reduction in incentive fees of
$5.7 million.
In addition to this, Infratil has elected to pay $60.0 million of the third tranche of the FY2021
Annual Incentive Fee by way of issue of shares on 29 May 2023. In accordance with the
Management Agreement, t he share issue price will be set at 98 per cent of the weighted
average sale price of all trades of Infratil’s ordinary shares on the NZX on the 5 business days
immediately prior to the issue date of 29 May 2023.
“In terms of our returns to shareholders, we will pay a fully imputed final dividend of 12.50
cents per share, to go with the 6.75 cents per share interim dividend, a 4% increase from the
prior year. Infratil’s share price also rose from $8.25 to $9.20 during the year, with an after-tax
return to shareholders over the six months of 14.2%, and a return over the last ten years of
19.4% per annum,” Mr Boyes said. “Infratil’s portfolio continues to deliver outstanding returns
to shareholders, and the investments we have made this year should support future returns in
line with our stated target return of 11 to 15 % per annum to shareholders over a 10 year
period.”
Looking ahead, the FY2024 Proportionate EBITDAF guidance range has been set at $570
million to $610 million, up 11.0% at the midpoint FY2023 result strong result – reflecting the
momentum that has been building across the portfolio.
Investor briefing
There will be a briefing for institutional investors, analysts and media commencing at
10.00am. A webcast of the presentation will be available live on the below link.
https://edge.media-server.com/mmc/p/ikpvzpep
Enquiries should be directed to:
Mark Flesher
Investor Relations
Infratil Limited
mark.flesher@infratil.com
---
Infratil Annual Results Announcement
For the year ended 31 March 2023
Disclaimer
This presentation has been
prepared by Infratil Limited
(NZ company number
597366, NZX:IFT; ASX:IFT)
(the ‘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 2023, 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 account the 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 recognised under New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International Financial Reporting
Standards (IFRS). The non-IFRS/GAAP financial information and financial measures include Proportionate EBITDAF, EBITDAF and EBITDA.
The non-IFRS/GAAP financial information and financial measures do not have a standardised meaning prescribed by the NZ IFRS, AASor
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.
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. Further information on how Infratil calculates Proportionate EBITDAF can be found at Appendix Five.
No part of this presentation may be reproduced or provided to any person or used for any other purpose without express permission.
3
Presenters
Jason Boyes Infratil CEO
Phillippa Harford Infratil CFO
Programme
Financial Highlights
Portfolio Composition
Operating Company Updates
Portfolio Outlook
Sustainability
FY2024Guidance
Summary
Infratil Results
Announcement
Net parent surplus
Investment
Shareholder return
Proportionate EBITDAF
$531.5m
Available capital
Fully-imputed final dividend
12.5cps
$1,359m
$1,491m
14.2%
$643.1m
Financial
Highlights
StrongFY2023
result despite near
term global and
local economic
uncertainty, strong
thematic tailwinds
continue to drive
investment across
the portfolio
4
Digital
57%
Healthcare
14%
Airports
8%
Renewables
21%
Portfolio
Composition
Focus on four
high-conviction
platforms, across
a geographically
diverse portfolio
of companies
5
Operating Company Updates
1
Assumes 585MW of total built capacity, 268MW is in operation at 31 March 2023, 42MW is under construction and 275 MW is
classified as future builds. The blended cost of equity used in the valuation was 9.60% (31 March 2022: 9.75%)
CDC
Data Centres
Significant capital
deployed to bring
new data centre
capacity online,
meeting new and
existing customer
demand
Year in review
•EBITDAF for the year was A$215.5 million, A$54.3 million (33.7%) up from the prior year
•CDC completed four new data centres during the year, adding 104MW of built capacity across its
existing campuses in Canberra and Sydney and two new data centres in Auckland
•Weighted average lease term (including options) increased to 24 years, up from 21.6 years in 2022
•Capital structure review undertaken during the year which has secured funding for the next two
years of development, while also diversifying CDC’s funding base
•Independent valuation of Infratil’s shareholding increased to between A$3.1 billion and A$3.7 billion
1
,
up 18.1% on the midpoint from the prior year
Outlook
•Construction underway on three new data centres, including the first data centre on CDC’s first
120MW Melbourne campus which is due for completion early 2024
•12MW expansion across CDC’s two Auckland data centres expected to complete in FY2025
•Significant portfolio of undeveloped land across all operating geographies, sufficient to take total
capacity to 786MW+
•Forecast FY2024 EBITDAF of A$260 million to A$270 million, up 23.0% at the midpoint from
FY2023
7
1
Includes an estimate of any capital gains tax payable on realisation
Construction of
1.3GW underway
across 6 projects
forecast to
deliver a
meaningful uplift
in earnings from
FY2025
Year in review
•EBITDAF for the year was US$39.7 million, up US$4.7 million (13.5%) from the prior year
•Uplift is driven by the full year of operation of Sun Streams 2 and Prospero 2, partially offset by
lower services revenues
•The business remains focused on its development programme, with 1.3GW across six projects
currently under construction – and set to deliver earnings uplift in future periods once operational
•US$500 million capital raise completed during the year, including an additional US$100 million
commitment from Infratil, to accelerate Longroad’s construction programme
•Strategic investment in ValtaEnergy, a California-based developer, owner, and operator of
distributed generation projects announced
•Independent valuation of Infratil’s shareholding increased by nearly 5 times to US$744.1 million
1
Outlook
•The next phase of Longroad’s development plan is two solar and storage development projects in
Arizona - Sun Streams 4 (677MW) and Serrano (387MW)
•Targeting development of 1.5GW of operating assets annually, with 8.5GW of generation targeted
by the end of 2026
•18GW development pipeline now includes 50 active projects out to 2027 and beyond
Longroad
Energy
8
•Team of 46 spread over eight markets
•9.1GW pipeline across eight countries,
covering onshore and offshore wind, solar
and battery storage
•Irish wind development joint venture
received planning consent for its first
45MW, currently expanding its pipeline to
800MW
•Two large floating offshore wind farms in
Italy under development
•Joint development venture, named Source
Galileo formed with a plan to develop over
5GW of offshore and onshore renewable
energy and storage projects in Ireland,
Norway, and the UK
•Joint venture to develop utility-scale
ground-mounted solar plants across
Germany formed
•Targeting c.200MW of projects to the
investment decision stage in H1 FY2024
•Team of 50 spread over seven markets
•3.7GW pipeline across six countries
•Final investment decision reached in April
2023 on a 76MW solar project in the
Philippines, with construction expected to
start imminently
•Planning submission is imminent for
between 150MW and 200MW of Solar
projects in South Korea
•Targeting c.200MW of projects to the final
investment decision stage in FY2024
•Mint Renewables established in late 2022
to invest in the development of wind, solar
and storage solutions across Australia
•Small, high-quality team assembled
Momentum
building across
Infratil’s
Renewables
platform with a
development
pipeline of over
30GW across
four continents
and 29 markets
Development
Platforms
9
1
EBITDAF excludes $3.5 million of Trustpower Retail EBITDAF
Focus on building
development
pipeline and
enhancing
existing
generation after
completion of the
sale of the retail
business
Year in review
•EBITDAF for the year was $136.7 million
1
, down $23.0 million (14.3%) on the prior year
•Generation production volumes were 1,917GWh, up 8.9% from 1,760GWh in the prior year
•Hydrological conditions, wholesale pricing, and hedging contracts contributed to a stronger net
energy margin than FY2022, however this was offset by a fall in carbon prices, the loss of ACoT
revenue, and increased development and corporate overheads
•Focus continues on enhancing existing generation, which is on track to deliver ~80GWh
per annum of volume uplift by FY2029, with 15GWh delivered in FY2023
•920MW of solar and wind projects have been secured with either landholder or option
agreements in place, with a further ~420MW in advanced stage of negotiations
Outlook
•EBITDAF for FY2024 is forecast to be$120 million to $140 million, down 5% on FY2023
•Development rights secured for a 230MW wind generation project in the central North Island,
with consultation, consenting, and connection activity under way
•Proposed solar farm adjacent to Argyle Power Station is in the design and consenting phase
Manawa
Energy
10
Diagnostic
Imaging
Signs of
improvement after
covidpandemic
effects and
adverse Australian
weatherevents
Year in review
•EBITDAF for the year was $169.9 million, $45.7 million up from the prior period, largely
reflectingthe first full year of ownership of the RHCNZ Medical Imaging Group
•Continuation of covid-related disruption to the healthcare system resulted inreferrals and scan
volumes remainingsupressed, however signs of improvement in the latter part of FY2023
•Across the platform two new clinics were opened, one significant clinic refurbishment was
completed and a number of clinic expansions were undertaken
•Platform now consists of 150 clinics, employing289 radiologists. During the year the two
businesses performed over 2.3 million scans and saw over 1.4 million patients
•Significant investment continues in remuneration models, organisational capability and IT in order
to improve quality, productivity and efficiency
Outlook
•Forecast FY2024 EBITDAF ofbetween $180 million to $220 million, up 17.7% at the midpoint
from FY2023
•Seven new or expanded clinics are forecast to be delivered across New Zealand in FY2024, and
Qscan is expecting to invest in a new clinic in Queensland
•Both Qscan and RHCNZ expect that scan volumes will continue to recover towards pre-
pandemic levels, with RHCNZ to recover to pre-pandemic volumes in FY2024
11
1
EBITDAF excludes transaction costs related to the sale of TowerCo, but includes rebrand costs of $28 million
Transformation
initiatives are
continuing across
the business
including the
rebrand to One
New Zealand
Year in review
•EBITDAF for the year was $527.8 million
1
, up $46.8 million (9.7%)from the prior year
•Post-paid mobile trading continues to improve with One NZ leading the market in total post-paid
mobile connection growth.Roaming revenue had returned to 80% of pre-covid levels by the end
of the year
•Enterprise service revenue continues to grow in line with the market
•Retail stores successfully integrated and rebrand to One NZ completed
•Underlying cost base, excluding $28 million of costs related to the rebrand, remained stable with a
continued focus on cost control absorbing inflationary pressures
•$300 million invested during the year into a number of capital projects, including 294 new and
upgraded 4G and 5G sites across the country
Outlook
•Forecast FY2024 EBITDAF of $580 million to $620 million, up 14% at the midpoint from FY2023
•Ongoing focus on delivering a leaner and more efficient business to drive customer service gains
andcost savings
•Partnership with SpaceX announced to deliver mobile coverage to 100% of New Zealand from
late 2024 via the Starlinknetwork of low Earth orbit satellites
One
New Zealand
12
Year in review
•Underlying Profit
1
for the year was A$30.3 million, down A$26.1 million on the prior year
•Total unit sales of 432 included 32 new units and 400 resales, down from 565 in the prior year
which had a higher level of available stock
•Current village occupancy is at 96.8%, which compares favourably to the Australian industry
average of 90%
•Integration ofcare into villages is continuing, using a combination of RetireAustralia’s own home
care services and partnerships with select local care providers
•Construction started on 42 apartments in TarragalGlen and 62 apartments and a 10 bed care
facility at Stage 3 of The Verge
Outlook
•Construction is expected to complete on a further 254 independent living apartments and a 10-
bed care hub across two developments during FY2024
•Between 520 and 560 units, including between 150 to 185 new units, are expected to be sold
over FY2024
•Targetinga development run rate of 200+ new units per annum over the coming three financial
years, given its current development pipeline
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
Retire
Australia
Demand for new
and existing
villages remains
strong and
development
continues across
multiple sites
13
Year in review
•EBITDAF for the year was $89.6 million, $32.8 million (57.7%) up from the prior year
•FY2023 Passenger numbers for the year were 5.3 million, up 49% on the prior year with domestic
passenger numbers returning to 90% of pre-pandemic levels and international passengers to 76%
•International borders fully reopened, with Air New Zealand resuming international flights from
March 2022 and Qantas and Fiji Airways restarting flights shortly after
•$100 million of bank finance was converted to a sustainability linked loan
•A number of important capital projects were completed or are underway including securing
development rights over the golf club site, the redevelopment of Taxiway Bravo, a new stormwater
management system, airfield lighting, and a new roof on the international terminal
Outlook
•Significant upcoming capital projects include an upgrade to the international arrivals hall in order to
provide a better experience for passengers, as well as a new airport fire station and ground
services building
•Pricing consultation with airlines for FY2025-2029 will shortly commence
•Forecast FY2024 EBITDAF of between $105 million to $110 million, up 20.0% at the midpoint
from FY2023
Wellington
Airport
After several
years of covid
turbulence, the
last 12 months
have seen
Wellington Airport
resume planning
to accommodate
future growth
14
Portfolio Outlook
1.Gearing calculated as total net debt / total capital based on the Infratil share price at 31 March 2023.
2.Infratilwholly owned undrawn bank facilities.
•Significant cash reserves and undrawn bank
facilities remain available following receipt
of the net proceeds from the One NZ
towers transaction in November 2022
•$100 million of IFT240 bonds were repaid in
December 2022
•A single bond maturity in FY2024 –
$122 million of IFT210s in September 2023
•31 March 2023 gearing of 9.8%,
significantly below the target range of 30%
31 March
($millions)
20232022
Net bank debt
($593.2)($773.0)
Infrastructure bonds$1,085.9 $1,163.7
Perpetual bonds$231.9 $231.9
Total net debt$724.6 $622.6
Market value of equity$6,660.6 $5,972.9
Total capital$7,385.2 $6,595.5
Gearing
1
9.8% 9.4%
Undrawn bank facilities$898.4 $899.6
100% subsidiaries cash$593.2 $773.0
Liquidity available$1,491.6 $1,672.6
122
156
164
156
102
146
123
116
232
341
369
189
-
100
200
300
400
500
600
FY24FY25FY26FY27FY28FY29FY30FY31>FY32
Millions
BondsUndrawn Bank Debt
Debt Capacity
& Facilities
Significant
liquidity available
to support
investment
opportunities;
gearing remains
dependent on
underlying
cashflows
16
31 March ($millions)FY2022CapitalDistributionsHurdleValuationIncentive FeeIRR
1
Annual Incentive Fee
CDC Data Centres$3,117.3($14.2)$37.1($372.7)$3,660.3
2
$38.634.0%
Longroad Energy$227.4($243.7)$8.4($39.5)$1,185.8
3
$136.760.7%
RetireAustralia$408.8--($49.1)$431.8
4
($5.2)4.4%
Galileo$26.1($42.1)-($5.5)$71.2
5
($0.5)2.0%
Initial Incentive Fee
Qscan$309.7-$2.4($91.7)$370.6
6
($5.7)8.5%
$4,089.3($300.0)$47.9($558.5)$5,719.7
x
$163.9
1.IRR is calculated in NZD after incentive fees and calculated as at 31 March 2023
2.CDC Data Centres independent valuation of Infratil’sinvestment is in the range of A$3,130 million - A$3,725 million
3.Longroadindependent valuation of Infratil’sinvestment is US$744.1 million
4.RetireAustraliaindependent valuation of Infratil’sinvestment is in the range of A$366.7 million - A$445.0 million
5.Galileo independent valuation of Infratil’sinvestment is in the range of €37.1 million - €44.7 million
6.Qscanindependent valuation of Infratil’sinvestment is in the range of A$317.6 million - A$380.2 million
Valuation &
Incentive Fees
Strong valuation
uplifts for CDC
Data Centres and
LongroadEnergy
have resulted in a
net incentive fee
accrual of
$163.9 million for
FY2023
Agreement inprinciple toamend the Management Agreement to provide for annual offsetting of over and under
performance between the three categories of incentive fees for international assets, and the carry forward of the
impact of underperformance for unrealised assets (and in limited circumstances for realised assets)
The amendments will apply to calculation of the incentive fees due to Morrison & Co for FY2023, and the net effect
of the changes for FY2023 is a reduction of $5.7 million relating to Qscan’sperformance
No changes have been made to how the underlying calculations are performed, in that the hurdle remains at a fixed
12%, incentive fees are calculated as 20% of outperformance above that hurdle, and incentive fees can still only be
earned on international assets
On 19 May 2023, Infratil gave notice to Morrison & Co, as Manager, that it has elected to pay $60.0 million of the
third tranche of the FY2021 Annual Incentive Fee by way of issue of shares on 29 May 2023
17
FY2024
Guidance
FY2024
Proportionate
EBITDAF
guidance up 11.0%
at the midpoint on
a strong FY2023
result
Outlook
•FY2024 Proportionate EBITDAF guidance range set at $570 million – $610 million
•Key guidance assumptions include:
•CDC Data Centres EBITDAF of A$260 million -A$270 million
•One NZ EBITDAF of $580 million -$620 million
•Manawa Energy EBITDAF of $120 million –$140 million
•Wellington Airport EBITDAF of $105 million - $110 million
•Diagnostic Imaging EBITDAF of $180 million – $220 million
•Renewables Platform EBITDAF loss of $50 million as platforms invest in growth
•Contributions from Longroad Energy, Kao Data and RetireAustralia in line with FY2023
•Forecast NZD/AUD 0.9162, NZD/USD 0.6585, NZD/EUR 0.6047, and NZD/GBP 0.5344
•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
•Trading performance and market conditions can and will change, which may materially affect the
guidance set out above
18
1.Assuming SBTi approval process proceeds within anticipated timeframe.
Year in review
•100% of Infratil’s portfolio companies participated in GRESB Infrastructure Assessments
•Infratil has committed to setting a Science Based Targets initiative (‘SBTi’) validated target under
the framework for financial institutions
•Implementation of Persefoniclimate data platform. Persefoni, a Clearvision investee, is a carbon
accounting platform that provides a single source of carbon truth and supports emissions
measurement, analysis and metric calculations.
•Joined the Initiative ClimatInternational (iCI)
Outlook
•Infratil will release its inaugural sustainability report in August 2023 which will include:
•Climate-related disclosures in accordance withthe Aotearoa New Zealand Climate Standards
•Emissions reporting in line with the GHG Protocol and Partnership for Carbon Accounting
Financials
•Climate targets in line with the SBTi framework for financial institutions
1
, on a portfolio coverage
basis
•Net Zero target to be set in 2024 once SBTi finalises its Net-Zero Standard for financial
institutions (FINZ)
Infratil invests in
ideas that matter.
Sustainability is
inherent in this
approach – both
in how we invest,
as well as what
we invest in
Sustainability
19
•Longroad is aiming to deliver 4.6GW of projects over 2023-26 requiring ~US$8 billion capex (85-
90% debt funded) with ~US$1 billion to be funded via equity. 1.3GW is currently under construction
•Manawa Energy is focused on rebuilding its development pipeline with 920MW of solar and wind
projects having been secured to date. Consultation, consenting, and connection activity is under way
for the 230MW Huriwakawind generation project in the central North Island
•Galileo and Gurīn Energy are expected to start construction of their first material projects imminently
•CDC has 42MW of capacity under construction across three new facilities, with construction
forecast to commence on additional capacity this year
•Kao Data has announced plans to establish a new 40MW Manchester data centre
•One NZ has announced a partnership with SpaceX to deliver mobile coverage to 100% of
New Zealand from late 2024 via the Starlinknetwork of low Earth orbit satellites
•RHCNZ is forecasting seven new or expanded clinics to be delivered across New Zealand in
FY2024, and Qscan is expecting to invest in a new clinic in Queensland
•RetireAustralia expects to complete construction on a further 254 independent living apartments
and a 10-bed care hub across two developments during FY2024
•Wellington Airport has a number of significant upcoming capital projects including an upgrade to
international arrivals , as well as a new airport fire station and ground services building
•At the portfolio level we remain alert to attractive opportunities arising from current macro volatility,
but remain patient and disciplined
Significant
Growth Pipeline
Our portfolio
companies have
significant value
accretive
investment
opportunities that
require
investment in the
near term
20
Summary
•Our businesses are performing well, despite global and local economic uncertainty, inflation and interest
rate headwinds
•Strong result over the last 12-months and FY2024 is set to deliver further earnings growth
•Thematic tailwinds continue to provide valuable options for growth across the portfolio; there is no
shortage of investment opportunities within our existing platforms
•Climate commitments from governments and societal demandsare growing and will accelerate the
transition to renewable energy, resulting in anunprecedented level of investment
•Data demand and connectivity growth is showing no sign of slowing; we continue to look for unique global
access points that will provide us with further opportunities in this sector
•Infratil is an attractive partner for global players looking for experienced industry investors withlong-term
flexible capital
•Our strong and flexible balance sheet will allow us to take advantage of internal and external opportunities
over the coming year
Appendix
Infratil continues
its track record of
outstanding
returns
7.00
7.50
8.00
8.50
9.00
9.50
10.00
Mar
22
Apr
22
May
22
Jun
22
Jul
22
Aug
22
Sep
22
Oct
22
Nov
22
Dec
22
Jan
23
Feb
23
Mar
23
Apr
23
Infratil Share Price
1.Accumulation returns are to 31 March 2023 based on a closing share price of $9.20, the calculation assumes that shareholders reinvest dividends on the day they are earned, and participates in any rights offerings.
Accumulation Return
1
PeriodReturn
1 Year14.2%
5 Year28.4%
10 Year19.4%
Inception – 29 years18.6%
Share Price
Performance
Appendix One
1.Discontinuedoperationsrepresentbusinessesthathavebeendivested,orbusinesseswhichwillberecoveredprincipally
througha saletransactionratherthanthroughcontinuinguse
31 March
($Millions)
20232022
Operating revenue
$1,845.1 $1,297.4
Operating expenses($871.8)($779.0)
Operating earnings$973.3 $518.4
International Incentive fees($169.6)($221.2)
Depreciation & amortisation($107.6)($91.4)
Net interest
($166.8)($159.5)
Tax expense
($42.5)($22.6)
Realisations and revaluations$74.8 $82.2
Net surplus/(loss) continuing$561.6 $105.9
Discontinued operations
1
$330.1 $1,125.8
Net surplus after tax$891.7 $1,231.7
Minority earnings($248.6)($62.4)
Net parent surplus$643.1 $1,169.3
•Operating revenue reflects a full year of
RHCNZ and increased earnings from One NZ
and CDC Data Centres
•Incentive fees reflect the increase in valuation
of Longroadand CDC Data Centres
•Increase in depreciation & amortisation and
net interest primarilydue to a full period
contribution from RHCNZ Medical Imaging
(Auckland and Bay Radiology)
•Increased tax expense is largely due to
increased associate earnings and dividends
received from Manawa Energy that were
partially imputed
•Realisations and revaluations reflect negative
movements in electricity derivatives, partially
offset by positive interest rate swap
movements
•Discontinued operations relate to the
Trustpower retail business and includes a
gain on sale of $328.8 million
Financial
Summary
Net parent
surplus of
$643.1 million
driven by the
completion of the
Trustpower retail
sale, One NZ
Towercosale and
CDC Data
Centres property
revaluations
Appendix Two
24
31 March
($Millions)
20232022
CDC Data Centres
$113.7 $82.2
One NZ$263.6 $243.8
Fortysouth$4.4 -
Kao Data($3.0)($1.5)
Manawa Energy
$69.9 $83.9
Longroad Energy$16.4 $15.1
Galileo($11.8)($5.4)
Gurīn Energy
($15.6)($6.0)
Mint Renewables($1.4)-
RHCNZ Medical Imaging$54.4 $32.9
Qscan Group$33.8 $33.9
RetireAustralia$6.1 $16.9
Wellington Airport$59.1 $37.3
Corporate and other($58.1)($58.2)
Proportionate EBITDAF
1
$531.5 $474.9
Tilt Renewables-$7.9
Trustpower retail$1.8 $24.2
Total$533.3 $507.0
1.ProportionateEBITDAFrepresentsInfratil’sshareoftheconsolidatednetearningsbeforeinterest,tax,depreciation,
amortisation,financialderivativemovements,revaluations,gainsorlossesonthesalesofinvestments,andexcludes
acquisitionorsalerelatedtransactioncostsandtheimpactofInternationalPortfolioIncentiveFees. CDCEBITDAFexcludes
RMSpaymentstomanagementshareholders. Accruedpaymentsunderthisschemeareincludedin netexternaldebt
Proportionate
EBITDAF
EBITDAF uplift
reflects additional
capacity utilisation
at CDC Data
Centres, return of
inbound travellers
and a full year
contribution from
RHCNZ
•CDC earnings uplift driven by commissioning
of EC4, H5 and New Zealand sites and
increased utilisation at EC3, F2 and H4
•One NZ upside driven by mobile service
revenue, including the return of roaming, and
strong cost control
•A stronger net energy margin at Manawa
Energy was offset by a fall in carbon prices,
the loss of ACoTrevenue, and increased
development and corporate overheads
•Galileo and GurīnEnergy reflect increasing
development expenditure and operations
ramp-up
•Full year contribution from RHCNZ Medical
Imaging and Envision (Qscan)
•Wellington Airport traffic recovery in both
Domestic and International passengers
•Corporate expenses reflect increased
management fees driven by Infratil share
price appreciation
Appendix Three
25
31 March
($Millions)
20232022
CDC Data Centres
$341.9 $259.9
One NZ$151.8 $177.9
Kao Data$36.0 -
Manawa Energy
$22.6 $23.6
Longroad Energy$345.9 $240.2
RHCNZ Medical Imaging$14.7 -
Qscan Group
$9.5 $13.8
RetireAustralia$66.6 $26.1
Wellington Airport$46.0 $11.7
Other--
Capital Expenditure
$1,035.0 $753.2
Kao Data-$217.9
Fortysouth$212.1 -
GurīnEnergy
$41.2 $8.3
Galileo$42.3 $13.9
Mint Renewables$4.4 -
RHCNZ Medical Imaging
-$408.8
Clearvision$24.2 $4.6
Infratil Investments$324.2 $653.5
Total Investment$1,359.2 $1,406.7
Proportionate
Investment
Strong thematic
tailwinds continue
to provide valuable
options for growth
across the
portfolio with
significant new
investment into
Infratil’s high
conviction
platforms
•CDC spend up due to the commissioning of
EC4, H5 and New Zealand sites, with work
also progressing in Melbourne
•One NZ spend included 294 new and
upgraded 4G and 5G sites
•Longroad Energy achieved financial close on
seven new renewable development projects,
totalling 1.3GW across five states
•RHCNZ Medical Imaging completed three
new clinics during the year (Timaru,
Canterbury and Palmerston North)
•A number of important capital projects were
completed or are underway at Wellington
Airport including securing development
rights over the golf club site and the
redevelopment of Taxiway Bravo
•RetireAustralia started construction on 42
apartments in TarragalGlen and 62
apartments and a 10 bed care facility at
Stage 3 of The Verge
•Reinvestment into Fortysouthfollowing the
completion of One NZ’s sale of its passive
mobile towers, and initial investment into
Mint Renewables
Appendix Four
26
Proportionate EBITDAF is an
unaudited non-GAAP
(‘Generally Accepted
Accounting Principles’)
measure of financial
performance, presented to
provide additional insight into
management’s view of the
underlying business
performance.
Specifically, in the context of
operating businesses,
Proportionate EBITDAF
provides a metric that can be
used to report on the
operations of the business (as
distinct from investing and
other valuation movements).
1.Associates include Infratil’sinvestments in CDC Data Centres, One NZ, Kao Data, RetireAustralia, LongroadEnergy, Galileo and
Fortysouth
2.Subsidiaries include Infratil’sinvestments in Manawa Energy, QscanGroup, Pacific Radiology Group, Wellington Airport, Gurīn
Energy and Mint Renewables
31 March ($millions)20232022
Net profit after tax (‘NPAT’)891.71,231.7
Less: Associates
1
equity accounted earnings(653.4)(268.5)
Plus: Associates
1
proportionate EBITDAF389.4347.4
Less: minority share of subsidiary
2
EBITDAF(177.8)(158.0)
Plus:share of acquisition or sale-related transaction costs-35.5
Net loss/(gain) on foreign exchange and derivatives(91.9)(68.0)
Net realisations, revaluations and impairments17.1(14.2)
Discontinued operations(330.1)(1,125.8)
Underlying earnings45.0(20.0)
Plus: Depreciation & amortisation107.691.4
Plus: Net interest166.8159.5
Plus: Tax42.522.6
Plus: International Portfolio Incentive fee169.6221.2
Proportionate EBITDAF531.5474.9
Earnings
Reconciliation
Appendix Five
27
31 March ($millions)20232022
Opening Wholly Owned Net Bank (Debt)/Cash773.0 (328.2)
Manawa Energy dividends93.6 56.7
One NZ distributions and shareholder loan interest payments181.0 37.2
CDC distributions and shareholder loan interest payments37.1 13.4
Longroad Energy distributions and capital returns12.6 54.0
RHCNZ Medical Imaging distributions30.3 -
Qscan Group distributions2.3 -
Tilt Renewables distributions-16.1
Clearvision distributions-1.7
Net interest(43.9)(61.2)
Other corporate operating cashflows(58.5)(68.4)
Incentive fees paid(271.0)(116.2)
RHCNZ Medical Imaging investment(16.4)(408.8)
Kao Data investment (21.2)(217.9)
Other investing and financing cashflows(388.9)(111.1)
One NZ towers sale capital return690.2 -
Fortysouthinvestment(212.1)-
Sale of Tilt Renewables-1,959.3
Sale of ASIP-44.8
Receipt of contingent consideration-16.1
Dividends paid(137.1)(121.8)
Bond maturities(100.0)(93.9)
Proceeds from bond issues22.2 101.2
Closing Wholly Owned Net Bank (Debt)/Cash593.2 773.0
CDC Data Centres(14.0)(17.4)
Longroad Energy(260.6)(58.7)
GurīnEnergy(43.4)(8.3)
Galileo(42.3)(13.8)
Clearvision Ventures(24.2)(12.9)
Mint Renewables(4.4)-
Net other investment & financing cashflows(388.9)(111.1)
The Wholly Owned Group
comprises Infratil and its
wholly-owned subsidiaries and
excludes Manawa Energy,
Mint Renewables, Wellington
Airport, QscanGroup, Pacific
Radiology Group, GurīnEnergy,
CDC Data Centres, One NZ,
RetireAustralia, Longroad
Energy, Kao Data, Galileo and
Fortysouth
Wholly Owned Net Bank Debt
comprises the drawn bank
facilities (net of cash on hand)
of Infratil’swholly owned
subsidiaries
Movements in
Net Bank Debt
Appendix Six
28
---
1
The power of global
connectivity
Annual Report 2023
21
1
Infratil
Annual Report
2023
global
adjective
1. relating to the whole world; worldwide.
2. relating to or encompassing the whole of something, or of a group of things.
connectivity
noun
1. the state of being connected or interconnected.
2. capacity for the interconnection of platforms, systems, and applications.
The importance of connectivity and technology in our interconnected world is
increasingly shaping the future of business, politics, and society as a whole.
Infratil’s investments include the physical assets that underpin the type of global
connectivity that we take for granted; fibre networks, data centres,
cell networks, subsea cables and energy networks.
Not only do our investments provide physical connections, they are embedded within,
and inherently connected to the communities in which we operate. All of our investments
provide essential services to these communities, whether that is healthcare, aged care,
transportation, renewable energy, communication or pure connectivity services.
Infratil is harnessing the power of global connectivity, both in the way we invest and
manage our portfolio, but also increasingly in the way we grow our own networks and
connections between people and portfolio companies around the world.
1
Contents
Portfolio Overview2
Operating Highlights5
2023 Snapshot6
Financial Highlights7
Governance
Directors8
Report of the Board Chair10
Management
Report of the Chief Executive12
Management14
Stakeholder Engagement 18
Shareholder Returns and Ownership19
Sustainability20
Community23
Results
Financial Trends26
Financial Performance & Position28
Bondholders 32
Foreign Exchange 33
Infratil’s Businesses
Digital36
CDC Data Centres38
Kao Data41
One NZ42
Fortysouth45
Renewables48
Longroad Energy50
Galileo Green Energy53
Manawa Energy54
Gurīn Energy56
Mint Renewables57
Healthcare60
RHCNZ Medical Imaging62
Qscan Group64
RetireAustralia 66
Wellington Airport68
Financial Statements 73
Corporate Governance Disclosures 140
Directory 154
23
Portfolio
Overview
23
45
Operating
Highlights
Data Centre capacity
285
MW
Installed renewable generation
2 ,11 7
MW
Airport passengers
5,253,165
Medical scans
2,387,999
Retirement village residents
5,225
Mobile connections
2,003,529
million
Renewable energy generated
5,750
GWh
Group employees
6,474
Portfolio
Overview
Portfolio Composition - SectorPortfolio Composition - Geography
AirportsRenewablesDigital Healthcare
51% Infratil
27% TECT / 22% Public
37.1% Infratil / 37.1% NZ Super
13.8% Management / 12% MEAG
49.9% Infratil
49.9% Brookfield / 0.2% Management
50.1% Infratil
49.9% Doctors
48% Infratil / 24% CSC
24% Future Fund / 4% Management
55.1% Infratil
33.1% Doctors / 13.8% MGIF
66% Infratil
34% Wellington City Council
40% Infratil
20% CSC / 20% NZ Super / 20% MGIF
40% Infratil
30% Legal & General / 30% Goldacre
50% Infratil
50% NZ Super
95% Infratil
5% Management
73% Infratil
27% CSC
20% Infratil
40% InfraRed / 40% Northleaf
Australia 47%New Zealand 35%
United
States
14%
UK, Europe
& Asia
4 %
Digital 57%
Renewables 21%
Healthcare 14%
Airports
7%
Other 1%
67
2023
Snapshot
Financial
Highlights
Net parent surplus
$643.1
million
Proportionate capital expenditure2
$1,359.2
million
Cash dividend declared
12 . 5 0 cps
4.86 cps imputation
Share price
$9.20
Market capitalisation
$6.7
billion
Proportionate EBITDAF 1
$531.5
million
Net debt 3
$724.7
million
12 month shareholder return 4
14.2%
per annum
1 EBITDAF is an 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 March2023 annual results presentation.
2 Investment and capital spending by Infratil, and Infratil’s share of investee company capital spending.
3 Infratil Corporate net debt.
4 Shareholder returns are 12-month returns assuming that dividends are reinvested on the date of payment.
CDC Data Centres delivered an additional
104MW of data centre capacity across its
Canberra, Sydney and Auckland campuses.
One New Zealand completed the sale
of its passive mobile tower infrastructure
to a consortium including Infratil, leading to
the establishment of Fortysouth.
Manawa Energy completed the sale of the
Trustpower mass market retail business,
including approximately 238,000
customers to Mercury Energy.
Qscan expanded into Western Australia
through a partnership with Envision Medical
Imaging in Perth.
Longroad Energy announced the raise of
US$500 million of equity capital, including
the acquisition of a 12% stake by MEAG for
US$300 million.
Wellington Airport passenger numbers
are climbing back to pre-covid levels, with
domestic passengers recovering to around
90% and international to around 76% by
the end of FY2023.
Longroad Energy achieved financial close on
seven new renewable development projects,
totalling 1.3GW across five North American
states.
Mint Renewables was established in late
2022 to invest in the development of wind,
solar PV, and storage solutions across
Australia.
Vodafone rebranded to One New Zealand,
at the same time announcing a collaboration
with SpaceX to provide mobile coverage to
100% of New Zealand from late 2024.
Infratil committed to setting a science-
based target with a clearly-defined path
to reduce emissions in line with the Paris
Agreement goals in May 2023.
89
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 140 - 147 of this report.
Peter Springford
Peter joined the Board as an
independent director in
November 2016. Peter is a
member of the Manager
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.”
Andrew Clark
Andrew joined the Board as an
independent director in June
2022. Andrew is a member of
the Audit & Risk and Manager
Engagement Committees.
"In my 30 years of consulting in
Australia, Asia and New Zealand
I have acquired significant
experience in portfolio and
business unit strategy across a
wide range of industries and
geographies. I have developed
and led high performance teams
and worked with clients to grow
their businesses in scale and
profitability. I aim to contribute
my experience to the already
exceptional Infratil team and help
continue to deliver strong returns
for all shareholders."
Kirsty Mactaggart
Kirsty joined the Board as an
independent director in March
2019. Kirsty is Chair of the
Manager Engagement
Committee and a member of
the Audit & Risk Committee.
“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.”
Alison Gerry
Alison joined the Board as an
independent director in July
2014 and became Chair in May
2022. Alison is a member of the
Audit & Risk, Nomination &
Remuneration, and Manager
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.”
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.”
Anne Urlwin
Anne was appointed to the Board
in January 2023. Anne is Chair of
the Audit & Risk Committee and
a member of the Manager
Engagement Committee.
“I have governance experience
in many of the sectors Infratil
invests in and a strong interest in
sustainability. I appreciate that
the successful delivery of
long-term value for shareholders
and other stakeholders requires
robust capital and risk
management, and top talent to
identify and pursue strategic
investment in ideas that matter.”
Paul Gough
Paul joined the Board as an
independent director in December
2012. Paul is a member of the
Nomination & Remuneration and
Manager Engagement
Committees.
“As a Kiwi who runs a private equity
business investing across Europe,
I add an additional international
perspective to Infratil’s growing
portfolio and exciting pipeline of
opportunities. In London I manage
investments in similar fields to
Infratil’s, but often in a more
transitional stage of development.
Achieving the best investment
outcome generally requires getting
the best from people. The focus
on performance and people is
consistent with what I see at
Infratil and its manager.”
10
Kia ora kōutou. I am pleased to
report that Infratil has had another
outstanding year, during a roller
coaster twelve months of global
volatility, significant inflationary
pressures and financial system
uncertainty.
Financially, Infratil exceeded its long-term
target returns, delivering an after-tax return
to shareholders for the year of 14.2%. This
was founded on over $1.3 billion invested,
and a net parent surplus of $643 million
for the year. Infratil’s 10-year return to
31 March 2023 was 19.4%.
Shareholders will no doubt have observed
the challenges in the global banking sector.
Capital management and treasury activities
have long been a key focus of the Infratil
Board. Consequently, we have a healthy
balance sheet, with over $590 million in
cash and significant undrawn bank facilities.
We also have a steady pipeline of
opportunities that could see us deploy that
capital. The reality is that infrastructure is
seen as a safe harbour investment in
challenging times, and because of its
long-dated nature has a natural resilience to
the choppy waters of inflation.
Globally positioned
Strategically, Infratil has improved its position
in areas where we see infrastructure needs
growing, particularly in renewable energy,
digital infrastructure and healthcare. We have
also continued to expand our geographic
footprint, with a presence now in 17
countries, and a global track record that
helps us access opportunities wherever they
make strategic sense.
As the world has changed, so has our
portfolio. We see demand for infrastructure
rising in most developed economies, fuelled
by long periods of public under-investment,
the need to decarbonise and electrify
transport infrastructure to meet Paris Accord
targets, technological adoption, the need for
greater domestic infrastructure security in
the face of heightened global security and
supply risks, and the need to meet population
growth and demographic changes.
More than 50% of our assets are now
international and the weighting has shifted
towards digital and connectivity investments
where we see further opportunities. That
said, we will continue to develop new
long-term ideas, such as our early position in
critical healthcare infrastructure. In my view,
we have built up market-leading intellectual
property in the assessment of infrastructure
trends and the opportunities they can
generate. While this does not always
translate to investments, this provides us with
enduring benefits for future opportunities.
Our portfolio resilience was demonstrated
throughout covid. Going forward we want to
ensure the right mix to deliver long-term
target returns to shareholders of 11-15% per
annum. To do that we will focus on sectors
and businesses with strong defensive
characteristics, exposure to growth driven by
macro trends and industry tailwinds, and
opportunities to create infrastructure
platforms to build scale.
Sustainable infrastructure
Infrastructure has been defined as the
structures needed for a society or enterprise
to operate. This illustrates an important
symbiotic thread that connects the physical
assets in which we invest, such as fibre
networks, subsea cables, mobile networks,
radiology infrastructure and energy
networks, to the communities our portfolio
serves, via essential digital connectivity,
healthcare to support an ageing population,
renewable energy to help economies
decarbonise, and airports to physically move
and connect people. Put simply, we help
societies and enterprises to function well.
You will also see in this report our focus on
ESG is intensifying, for example through our
commitment to set science-based emission
reduction targets, and the release later this
year of our inaugural sustainability report. In
my view we need to better articulate our
approach to sustainability. Putting
sustainability at the core of our strategy,
portfolio and investments is not just an
important leadership position but is
increasingly where smart capital is flowing
and new opportunities are emerging.
Sound governance
I would like to acknowledge my predecessor,
Mark Tume. As you will be aware, Mark
stepped down from the Board in December
2022, having guided Infratil through a
decade of consistent outperformance.
In other governance changes I welcome
highly experienced directors Andrew Clark,
who joined the Infratil Board in June 2022,
and Anne Urlwin, who joined in January 2023.
As always, Infratil has aimed for seamless
renewal within its management and Board
ranks. I believe the financial and operational
results for the year are testament to the
success of this approach.
The Board also took the opportunity to visit
other markets in the first half of the year.
These visits highlighted the increasingly
global experience and connections of the
Morrison & Co team. In a world where global
reach, intellectual property, and connections
matter more than ever, the Morrison & Co
capabilities are proving invaluable to Infratil.
Its role in redefining what infrastructure is has
been important to Infratil’s strategic thinking
and approach. The acquisition of 5.3 million
Infratil shares by Morrison & Co earlier in the
year further demonstrates our alignment.
Confident outlook
Looking ahead we expect to see ongoing
volatility as financial, political and regulatory
systems continue to grapple with global
inflationary pressures and a continuing
uncertain geopolitical outlook. While there
are signs of stabilisation, the October 2023
general election in New Zealand will provide
some additional insights into how our
domestic economy will navigate these
turbulent currents.
For our part, we will continue to focus on
sectors we believe offer attractive long-term
opportunities and are supported by strong
underlying fundamentals. We will also look at
selected opportunities in these areas or in
close adjacencies if and when they make
strategic sense.
I am proud Infratil has continued to deliver
for shareholders, stakeholders and
communities. I would like to acknowledge
the entire Infratil team and management
teams within our portfolio companies
for their continued hard work. I would also
like to thank shareholders for the faith
placed in us. That is a trust we do not take
lightly and will strive to continue to earn
anew every year.
Alison Gerry
Chair
Report of the
Board Chair
Management agreement updates
Reflecting feedback and concerns of
shareholders in recent years, Infratil and the
Manager have agreed in principle to make a
number of amendments to the incentive fee
provisions in the Management Agreement.
No changes have been made to how the
underlying calculations are performed, in
that the hurdle remains at a fixed 12%,
incentive fees are calculated as 20% of
outperformance above that hurdle, and
incentive fees can still only be earned on
international assets.
The Management Agreement amendments
(i) provide for offsetting the impact of
underperformance against outperformance
between the three categories of incentive
fees for international assets and carrying
forward the impact of underperformance
for unrealised assets (and in some limited
circumstances for realised assets) and (ii)
replace the existing test for payment of
deferred tranches of the annual incentive
fee (i.e., that the valuation of the assets has
not decreased since the annual incentive
fee was calculated) with a proportionate
reduction.
The amendments will apply to calculate the
incentive fees due to Morrison & Co for
FY2023, and the net effect of the changes
for FY2023 is a reduction of $5.7 million in
the total incentive fees due to
Morrison & Co
(assuming that deferred tranches of the
FY2023 annual incentive fee are paid in full).
The changes do not require shareholder
approval under the NZX Listing Rules or
Infratil’s constitution.
A revised consolidated draft of the
Management Agreement reflecting the
amendments will be uploaded on Infratil’s
website when available.
“We want to be a global leader in sustainable
infrastructure investment, well positioned to
invest in the ideas that will emerge from this.
In essence, this is what we mean by investing in
ideas that matter and what we believe drives
consistent, long-term outperformance against
our peers.”
11
Report of the
Chief Executive
“It's an exciting time to be investing in
digital assets, and Infratil holds a
privileged position managing the assets
we currently own, while also being well
positioned to access the next set of
digital opportunities globally.”
A year ago, in my first shareholder
report as CEO of Infratil, I was
reflecting on a successful 2022
financial year which was headlined
by the sale of Tilt Renewables, and
significant investment activity
across the portfolio.
Twelve months on, I can reflect on another
active year which resulted in a strong
financial result, and, even more importantly,
has better positioned Infratil for what we
believe is to come. What won’t be apparent
from the outside is the level of activity that
related to ideas and deals that we decided
not to progress.
On performance, we unapologetically aim
high and FY2023 has been no different on
that front, meeting our market guidance and
achieving our target returns to shareholders
in a difficult macro environment.
Measured investment
The financial achievements and portfolio
repositioning were delivered in an unusual set
of private market and investment dynamics.
While it was a record year for private deals,
there has been more competition for
acquisitions, which has challenged
valuations, kept some investors on the
sidelines and lengthened deal timelines.
Combined with volatile and inflationary
conditions, it set the scene for a year where
we did what we said we would, but where we
also showed patience, not chasing
overvalued assets and taking a long-term
view about the positioning of our portfolio.
Connected and sustainable growth
On our portfolio balance, digital infrastructure
is now more than 50% of our mix, reflecting
the criticality and expected growth trajectory
of connectivity. It is now recognised as a
major infrastructure asset class. Strategic
moves include the rapid expansion of CDC
Data Centres to meet the explosion of
demand for secure data management,
including the opening of two new data
centres in New Zealand and a flagship new
data centre at Eastern Creek in Sydney.
November 2022 saw the sale of the One
New Zealand’s (formerly Vodafone
New Zealand) passive mobile tower assets
for $1.7 billion to Fortysouth. Fortysouth is the
newly formed TowerCo and is New Zealand’s
largest independent mobile infrastructure
business, with Infratil reinvesting in a 20%
stake.
In renewables, we announced a
US$500 million capital raise for Longroad
Energy in August 2022, ahead of the Inflation
Reduction Act which has supercharged
investment in renewables in the United
States. Combined with the new renewable
energy platform Mint Renewables, and
alongside Galileo, Manawa Energy and Gurīn
Energy, we have a unique platform of
connected assets and we are well positioned
for growth in onshore wind and solar, as well
as beyond, including an early position in
offshore wind and hydrogen.
We have spoken to our investors before
about how we consider new types of
infrastructure, and how we continue to scan
for new ideas that matter. Healthcare is now
an established part of our portfolio, with
radiology specifically representing an
emerging sub-sector where macro trends
are driving an imbalance between supply and
demand. Radiology is an area where the
public system has significant structural
deficits in the face of an ageing population,
and where the private sector must play an
important role. With New Zealand's only
nationally scaled radiology group in Pacific
Radiology, Bay Radiology and Auckland
Radiology, alongside the expanding
Qscan group in Australia, we are well placed
to play an important part in delivering these
essential services in New Zealand and
Australia.
Against the backdrop of global instability,
it is worth noting more than half of our
portfolio is now comprised of international
assets. We recognise much of the same
macroeconomic dynamics we see in
New Zealand are playing out elsewhere,
and a global view across our platforms gives
us a unique set of insights to help manage
risk across our portfolio.
We focus a lot on sustainability and
identifying assets that are important to
society and the environment. As Alison Gerry
mentioned, we are intensifying our position
in this area. Look out for our first standalone
sustainability report which is being published
this year. We have also committed to
elevating our climate disclosures and
reporting in line with the latest standards,
including Aotearoa New Zealand Climate
standards, GHG Protocol and Partnership
for Carbon Accounting Financials, and the
Science Based Targets initiative.
Supportive trends
Looking ahead, every indicator tells us the
trends that are underpinning our current
thinking will likely deepen over the coming
decade and that sustainability and
connectivity will be at the heart of these.
We are well positioned, with a strong
core, and set of investments with multiple
growth options.
In digital infrastructure the demand for data
and connectivity is expected to accelerate
as new applications and use cases emerge.
These use cases will be enabled by
innovations in artificial intelligence, 5G,
augmented and virtual reality, robotics, data
security and sovereignty and the sheer,
essential power of connectivity. It is an
exciting time to be investing in digital assets,
and Infratil is well positioned to access the
next set of digital opportunities globally.
Rapid renewable energy growth will be driven
by increasingly urgent policy and regulatory
settings to promote decarbonisation and
climate change mitigation, with staggering
amounts of investment in renewables
required to make the transition. Beyond the
expected tripling of solar and doubling of
onshore wind by 2030, hydrogen is emerging
as a key renewable option, with demand
expected to grow over 90% by 2030. I am
also excited about the potential of Mint
Renewables and Manawa Energy, which we
believe can be leading players in renewable
energy on this side of the world.
We like to think of healthcare as the ultimate
’idea that matters’. An ageing population,
health systems stressed by years of
pandemic management and the growing
need for capital-intensive healthcare
equipment and resources are all long-term
factors in our health infrastructure thinking.
Macro trends are expected to drive an
increase over time in healthcare funding,
outsourcing, population age, and chronic
disease. We can play an important role in
addressing these, with both our diagnostic
imaging businesses giving us a platform to
expand and potentially connect with
adjacent areas.
Finally, I would like to thank the wider Infratil
team and our portfolio companies for
another big year, while also keeping each
other and our customers safe. I also thank
you, our shareholders, for going with us on
this journey. Hopefully you can see from this
report why we are feeling confident about
the future, and why we have a high conviction
in our investment approach.
Jason Boyes
Chief Executive
1213
Management
Transparent and Reliable
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.
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 with offices globally, 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
global relationships.
Jason Boyes
Infratil Chief Executive, Director of Infratil and
CDC Data Centres, Chair of Longroad Energy,
Morrison & Co Partner
Phillippa Harford
Infratil Chief Financial Officer, Director of One
New Zealand, RetireAustralia and Wellington
Airport, Morrison & Co Partner
Paul Newfield
Morrison & Co Partner and Chief Executive
William Smales
Director of CDC Data Centres and Kao Data,
Morrison & Co Partner, CIO and Global Head of
Digital and Connectivity
Marko Bogoievski
Director of One New Zealand
Greg Boorer
Chief Executive of CDC Data Centres
Ralph Brayham
Morrison & Co Data Infrastructure &
Technology Specialist
Michael Brook
Director of RHCNZ Medical Imaging and
Morrison & Co Executive Director
Deion Campbell
Chair of Mint Renewables, Director of Manawa
Energy, Morrison & Co Operating Partner
Kellee Clark
Director of Longroad Energy, Morrison & Co
Partner and Head of Legal
Matt Clarke
Chief Executive of Wellington Airport
Susan Clifford
Client Operations & Communications
Jon Collinge
Morrison & Co Sustainability Director,
Executive Director
Peter Coman
Chair of RetireAustralia, RHCNZ Medical
Imaging, Qscan and Infratil Property,
Morrison & Co Partner and Head of Australia
and New Zealand
Clayton Delmarter
Director of Mint Renewables
Rachel Drew
Chair of Wellington Airport, Director of Qscan
and RHCNZ Medical Imaging, 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 and Kao Data, Morrison &
Co Partner and Head of UK and Europe
Priya Grewal
Director of Gurīn and Mint Renewables,
Morrison & Co Investment Manager
Christina Hughes
Morrison & Co Sustainability Manager
Brendan Kevany
Infratil Company Secretary and Senior
Corporate Counsel
Andrew Lamb
Infratil Infrastructure Property Development
Director
Nick Lough
Morrison & Co Executive Director
Sharyn Lyford
Investor Relations & Communications
Scott McCutcheon
Morrison & Co Head of Tax
Terry McLaughlin
Chief Executive of RHCNZ Medical Imaging
Chris Munday
Chief Executive of Qscan
Jason Paris
Chief Executive of One New Zealand
Nicole Patterson
Director of CDC Data Centres NZ and
Fortysouth, Morrison & Co Investment Director
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
Director of Wellington Airport, Infratil Finance
Director, Morrison & Co Executive Director
Maddy Simmonds
Infratil Senior Corporate Accountant
Louise Tong
Director of Sustainability, Risk & Funding,
Morrison & Co Executive Director
Vimal Vallabh
Chair of Gurīn Energy and Galileo,
Morrison & Co Partner and Global Head
of Energy
Ingmar Wilhelm
Chief Executive of Galileo
Thomas Wills
Infratil Financial Performance and Analysis
Manager
Somali Young
Infratil Financial Controller
Laura Beggs
Infratil Corporate Accountant
Dion Blackmore
Infratil Corporate Accountant
1415
Delivering
sustainable
returns to
investors
Our commitment to sustainability
runs deep, and we believe that
it’s not just the right thing to
do – it’s also good for business.
By integrating sustainability into
everything we do, we can create
lasting value for our shareholders
and the wider community. Our
actions and how we manage
our investments have real-world
impacts – and we take that
responsibility seriously.
We recognise that the challenges
we face – from climate change
to social inequality – require a
connected, sustainable response,
and we believe that our continued
focus on investing in ideas that
matter will deliver returns for
shareholders at the same time
as delivering positive social and
environmental outcomes.
1617
Infratil has a large and diverse
shareholder base, and because of
the nature of the assets that we
own – which are often embedded
within communities – we have an
even wider set of stakeholders to
which we are accountable.
We understand the responsibility of owning
such privileged assets, and the importance
of being transparent and open in our
reporting and communication.
Our goal is to continually improve the
accountability of governance and
management, and the transparency with
Stakeholder
Engagement
Ownership
Shareholder Returns
and Ownership
Over the year to 31 March 2023
Infratil’s share price rose from
$8.25 to $9.20. In addition, Infratil
paid two dividends amounting to
18.75 cps cash and 7.30 cps in
imputation credits.
The total return to shareholders for the period
was 14.2%, comprising a 2.3% after tax
dividend return (28% tax rate) and a 11.9%
capital gain. The total return of the NZX50
over the same period was negative 1.9%. 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 18.6% per annum, and over the last
ten years 19.4% 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
2023, own 15,480 shares worth $140,379.
31 March 202331 March 2022
Million
shares%
Million
shares%
New Zealand retail investors346.74 7. 9 %352.348.7%
New Zealand institutional investors209.528.9%216.029.8%
Overseas investors1 6 7. 723.2%155.621.5%
723.9723.9
140%
$140,000
120%
$120,000
100%
$100,000
80%
$80,000
60%
$60,000
40%
$40,000
20%
$20,000
(20%)
-$20,000
(40%)
-$40,000
Annual ReturnAccumulation Index
995 997 999200120032005200720092011201320152017201920212023
0%
$0
29 Year Track Record
Capital ReturnAccumulation IndexDividend Return
which we operate. As part of this we aim to
provide regular updates on the progress of
our businesses and the risks involved with
each of our investments.
An important part of our stakeholder
engagement is ensuring that both
shareholders and our wider stakeholders
have plenty of opportunities to hear from,
and question, management and directors.
During the year to 31 March 2023 the
following meetings were held with
shareholders and bondholders. In all cases
there were opportunities for attendees to
provide feedback and raise questions and
concerns with directors and management:
• The FY2022 annual results announcement
on 19 May 2022 and interim results
announcement on 15 November 2022;
• The annual series of presentations to
retail shareholders and bondholders
across 15 centres in New Zealand from
30 May 2022 to 15 June 2022;
• The Annual Meeting on 25 August 2022;
including shareholder resolutions, a
speech by the Chair on governance
and strategy, and a presentation
by management on activities and
prospects; and,
• Institutional Investor Days in Sydney
(October 2022) and Auckland (March
2023) which featured presentations
from the management teams of Infratil’s
key portfolio businesses and senior
executives from Infratil.
Infratil makes all this content available on our
website https://infratil.com/for-investors/
reports-results-meetings-investor-days/
Infratil is a unique investment proposition in
that the share that an investor originally
purchased can look quite different to the
same share an investor owns today. Different
parts of Infratil’s portfolio will grow at different
rates, meaning Infratil’s portfolio composition
is constantly evolving. This is one of the
reasons maintaining a regular dialogue with
shareholders is so important for Infratil.
This is demonstrated below. Ten years ago
80% of Infratil’s portfolio was invested in
New Zealand, whereas now only 35% of
the portfolio is invested in New Zealand.
1819
Infratil’s shareholder split has remained
relatively stable during the year, with a
1.7% increase in overseas ownership
as a result of a reduction in both
New Zealand retail and institutional
ownership.
As at 31 March 2023 the top 10
underlying shareholders owned 26.2%
of shares on issue, up slightly from
25.7% in the prior year.
One Infratil share 10 years ago
Geographic split
Infratil share today
Geographic split
Renewables
38%
New Zealand 80%New Zealand 35%
Non-renewable energy
32%
Airports
15%
Other 3%
Public transport
12%
International 20%
International 65%
Digital
57%
Healthcare
14%
Renewables
21%
Airports
7%
Other 1%
Sustainability
Infratil invests in ideas that
matter. Sustainability is inherent
in this approach – both in how we
invest, as well as what we invest
in. Sustainability underpins
key megatrends – such as
decarbonisation - that help to
shape our investment strategy.
Increasingly, we recognise the need to
articulate more formally what this means for
Infratil: integration of ESG considerations
into the investment process (the how) and
the sustainability credentials of our portfolio
and individual assets (the what).
While this may all seem somewhat esoteric,
it matters. Our investors and stakeholders
need to understand, based on concrete
data and with reference to recognised
frameworks, what impact Infratil has on the
world, and what impact the world – and
external forces such as climate change –
might have on our portfolio. This is known
as “double materiality” – which is the
approach we are taking as we seek to more
deeply understand and better articulate
sustainability at Infratil.
The world of sustainability is complex and
rapidly evolving, so as well as drawing on our
human skills, such as communication and
collaboration, we’re looking to leverage
technology to help us navigate this journey.
In doing this, we’re realising the strategic
objective behind our investment in
Clearvision: to identify and engage with
technology relevant to our investments.
We are looking to leverage three key pieces
of sustainability technology that will provide
us with the insights and data we need to
understand, measure and report on our
climate-related risks and opportunities –
two of which are Clearvision investees.
See table below.
But it’s not all about technology –
sustainability is a very human endeavour too.
We engage on sustainability through a range
of channels with our portfolio companies –
from integration into our strategy, to ESG
due diligence prior to investment and ESG
targets incorporating ESG considerations
into our investment management process.
We also engage on specific ESG topics
– such as climate change – through our
sustainability team. Another example of
engagement is the in-person interviews
we’ve recently undertaken with a range of
stakeholders as part of a formal materiality
assessment process, to understand what
ESG issues matter most from their
perspectives. The synthesis of this work will
provide a strong foundation for our approach
to sustainability.
To achieve our sustainability objectives, as
well as to ensure we are keeping abreast of
developments, both Infratil, and its manager,
Morrison & Co, are engaged in a range of
initiatives.
Infratil and all its portfolio companies
undertake annual GRESB Infrastructure
Assessments – a useful tool to independently
benchmark progress against global and
regional sector peers.
Infratil also engages with several global ESG
ratings, and we welcome the introduction of
some more bespoke domestic frameworks.
As well as providing insights to our investors
and other stakeholders, ESG ratings help
Infratil understand the opportunities for lifting
our ESG performance. One challenge Infratil
faces is that it is often mis-classified as a
“utility” for the purposes of these ratings,
due to the dominance of this sector in the
accounting revenue line (a different
accounting treatment is applied, depending
on whether our investment is under or over
50% of total equity). We are working to
become more accurately classified, to reflect
that we are an infrastructure investment
company with a diversified portfolio.
Infratil and Morrison & Co have also recently
both joined iCI, a global collaborative initiative
where we can engage with peer investors to
better understand and manage the risks
associated with climate change in the
portfolio.
We’re endeavouring to follow best practice
with our approach to sustainability by
aligning with suitable, recognised market
standards – such as our commitment to
setting a SBTi-validated target. You will see
more on that in our Sustainability Report,
Persefoni, a Clearvision investee, is a carbon accounting
platform that provides a single source of carbon truth for
Infratil, enabling management and reporting of carbon
emissions with the same focus as financial transactions.
The platform enables Infratil to analyse its carbon footprint
and benchmark against sector and regional peers.
Jupiter, a Clearvision investee, offers a physical climate risk
platform that turns sophisticated climate science into
actionable data. Using the platform, Infratil can map the
physical assets of its portfolio companies to provide
insights on the impacts associated with various climate
perils under a range of climate scenarios and timelines.
Infratil will use Oxford Economics’ climate scenarios and
research to understand the impact of climate change on
the global economy, different countries and sectors. We
will then use the outputs of these scenarios to understand
the financial risks and opportunities for our portfolio.
which we will produce with reference to the
Global Reporting Initiative ('GRI') as well the
recently published Aotearoa New Zealand
Climate Reporting Standards.
We will also be disclosing information about
our emissions footprint in line with the GHG
Protocol and, as a financial institution, in line
with the Partnership for Carbon Accounting
of Financials (PCAF). This will allow us to
disclose key metrics for our portfolio, such as
emissions intensity per dollar invested, and
on a per dollar revenue basis. This will support
investors to understand the impact of
including us in their investment portfolios
and allow them to compare our emissions
footprint with our peers. In line with PCAF,
and to support consistency and
comparability, we will be reporting all our
portfolio emissions in Scope 3, Category 15.
A summary of our emissions profile and
approach is set out below.
We are committed to sustainability – we
firmly believe it’s an idea that matters. We
take sustainability and responsible investing
seriously – and assessment of ESG
outcomes is embedded in our investment
and asset management activities. As you
can see on our progress chart, we have
much work to do, but we also have successes
to celebrate along the way. Our portfolio
companies have some impactful
sustainability workstreams underway –
we look forward to sharing those with you,
along with a suite of more formal ESG
data and metrics, in our upcoming
Sustainability Report.
2021
Scope 1, 2 and 3 GHG emissions
FY2023 Highlights
• 100% of Infratil’s portfolio companies
participated in GRESB Infrastructure
Assessments
• Committed to setting an SBTi target
• Implementation of Persefoni climate
data platform
• Joined the Initiative Climat
International (iCI)
As an infrastructure investor
with no offices, facilities or
employees, lnfratil's emissions
primarily relate to its Board travel
and the emissions of its portfolio
companies.
lnfratil's emissions measurement
and reporting will align with GHG
Protocol and PCAF and be
independently assured. lnfratil
will also report a range of other
emissions data and metrics that
represent best practice and meet
stakeholder expectations.
lnfratil has committed to setting
a SBTi-validated target under
the framework for financial
institutions. These targets will
cover Board travel emissions and
scope 3 emissions associated
with its investments, based on a
portfolio coverage approach.
Over time, each portfolio
company will set its own science
based target relevant to its sector
and business.
Upstream activities
Infratil has no offices
or facilities that use
electricity
Infratil has no
operational assets
or facilities
Downstream activities
Scope 1
Direct
Scope 2
Indirect
Scope 3
Indirect
Scope 3
Indirect
Emissions from Infratil’s
share of portfolio companies’
scope 1, 2, 3 emissions
No emissions
No emissions
Emissions from Infratil
board travel
22
Community
The unique nature of
infrastructure assets often
means that the physical assets
that Infratil owns, and the
essential services these assets
provide, have a direct impact
on the communities in which
we operate.
We believe in making a positive contribution
to those who use our services and to our
communities; alongside our portfolio
businesses we must be a trusted provider
of services within our communities, and we
must contribute back to the communities
which provide us with the social licence to
operate.
Extreme weather
In early 2023 New Zealand was battered by
two extreme events, firstly massive rainfall
and flooding in Auckland, followed by
Cyclone Gabrielle, causing widespread
damage, particularly to communities along
the East Coast of the North Island.
While One New Zealand’s network
equipment escaped widespread damage in
either event, subsequent power outages
rendered many cell sites inoperable, and slips
destroyed bridges and roads, cutting vital
fibre links that carry data.
The New Zealand telco industry banded
together to restore connectivity as quickly
as possible. One New Zealand immediately
mobilised teams across the business who
worked around the clock to restore 53% of
impacted sites in the first 48 hours and 70%
within 72 hours.
To combat power outages, 70 generators
were deployed to cell sites, requiring top-ups
every four to eight hours. Due to the remote
and inaccessible nature of many sites,
helicopters and light aircraft had to be used.
To connect some isolated areas, One
New Zealand stood up legacy links and
deployed satellite backhaul for sites until
fibre links could be repaired.
22
Sustainability
Giving back
Recognising the dire situation of many
residents, One New Zealand offered all its
impacted customers free unlimited mobile
data for 14 days and provided free
emergency phones and wireless modems
via its retail stores to those in need, getting
them back up and connected as quickly
as possible.
One New Zealand’s Te Rourou Foundation,
raised almost $230,000 for the Auckland
City Mission flood appeal, made up of public
donations, matched donations from One
New Zealand employees and an immediate
donation from Te Rourou Foundation.
Te Rourou Foundation also donated $30,000
to two local iwi in cyclone-impacted areas
and is focusing on longer term support
for impacted areas via its ongoing digital
equity work.
A safer future
In April 2023, One New Zealand announced
a new collaboration with SpaceX, to provide
coverage to 100% of the country. One
New Zealand will provide coverage where
it hasn’t been before, initially launching with
a text and MMS service in late 2024, with
data and voice to follow in 2025.
One New Zealand’s award-winning mobile
network will work in conjunction with
SpaceX’s constellation of Starlink satellites
in low Earth orbit to deliver mobile coverage
to One New Zealand customers across the
entire country where they have line of sight
to the sky, and out to its territorial limit.
One New Zealand will ensure everyone
remains connected during an emergency
regardless of the provider they use, as
anyone with an appropriate phone will be
able to call 111 in an emergency (when
voice satellite calling is available). One
New Zealand has dedicated part of its
mid-band spectrum to enable this service.
SpaceX’s next generation satellites will be in
orbit and ready to provide connectivity from
late 2024.
This innovation will mean whatever the future
holds weather-wise, New Zealanders will be
connected in the years to come.
23
1990s
Infratil’s inaugural investment is in
renewable energy. (Trustpower,
now Manawa Energy)
2000s
Renewable energy generation
exceeds 2TWh
2010s
Morrison & Co becomes signatory to the
Principles for Responsible Investment
Infratil’s portfolio expands to social
infrastructure: digital connectivity and
aged care
Morrison & Co establishes dedicated
sustainability team. Renewables
platform expands globally
2020
Infratil’s social infrastructure investments
broadened to include Healthcare
Formal exclusions screening published
First Modern Slavery Position and Climate
Position Statements issued
2021
GRESB Infrastructure Assessments piloted
Sustainability Strategy published
2023
Emissions platform, Persefoni, implemented;
FY2023 portfolio emissions measured
Oxford Economics climate scenarios
refreshed; physical climate risk platform
selected
Renewable energy generation exceeds
5.7TWh in FY2023
Infratil and Morrison & Co join APAC chapter
of initiative Climat International
Materiality assessment undertaken
2022
GRESB Infrastructure Assessments
undertaken by Infratil and all its portfolio
companies
Infratil and its Manager commit to setting
SBTi targets
Infratil undertakes CDP assessment
GRESB rates Wellington Airport third best
airport in the world for sustainability
2024
Progress on sustainability
A team from One New Zealand
works to restore mobile
connectivity at the Nūhaka site
in northern Hawke's Bay
22
Infratil to formally report under Aotearoa
New Zealand's Climate Standards
SBTi Net Zero Framework for Financial
Institutions expected to be published
Continue to work with portfolio
companies to lift GRESB scores and
implement climate strategies
Wellington Airport announces $100 million
sustainability linked loans
Infratil will publish its inaugural Sustainability
Report, including climate-related disclosures
Infratil to set SBTi targets
2425
Delivering a
global result
for investors
Our portfolio is designed to
capture value across a range of
geographies, sectors, and asset
classes, generating what we
believe will be sustainable returns
over the long-term. By investing
across a globally diversified
portfolio, we have been able to
navigate a complex and rapidly
changing market environment,
while delivering strong financial
results.
Our portfolio strategy remains
unchanged, in that we continue
to focus on delivering returns over
the long-term. This approach has
served shareholders well, as we
seek to balance risk management
and growth across the portfolio
– while prioritising investment
through our existing assets.
25
2627
-100
0
100
200
300
400
500
600
$Millions
2023201420152016201720182019202020212022
X
X
X
X
X
X
X
X
X
X
0
2,500
2,000
1,500
1,000
500
$Millions
2014201520162017201820192020202120222023
1,000
2,000
3,000
4,000
6,000
5,000
$Millions
0
2014201520162017201820192020202120222023
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
2014201520162017201820192020202120222023
Proportionate Capital Investment
Over the decade Infratil has invested over
$9.0 billion, with the majority undertaken
by investee companies.
Investment has accelerated over the last
4 years, with over half of investment under-
taken 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 makes
advances 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 liquidity
purposes.
As a general rule Infratil targets debt funding
of 30% of assets, compared to 9.8% as at
31 March 2023.
Proportionate EBITDAF
The calculation of Proportionate EBITDAF
is outlined on page 7 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.
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 $1,403.4 million
compared to an independent valuation
of $3,660.3 million (mid-point).
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.
Longroad EnergyCorporate
Longroad EnergyOther
Fortysouth
Diagnostic Imaging
Fortysouth
Diagnostic Imaging
Galileo
Sold
To t a l
Galileo
Sold
Kao Data
RetireAustralia
Kao Data
RetireAustralia
CDC Data CentresGurīn Energy
CDC Data CentresGurīn Energy
Manawa Energy
Wellington Airport
Manawa Energy
Wellington Airport
2014201520162017201820192020202120222023
(2,000)
0
2,000
4,000
6,000
8,000
10,000
0%
(20%)
20%
40%
60%
80%
100%
Annual ReturnAccumulation Index
Dividend Return
Capital Return
Accumulation Index
Shareholder Returns
Between 1 April 2013 and 31 March
2023 Infratil provided its shareholders
with an average after tax return of
19.4% per annum.
$1,000 invested at the start of the period
would have compounded to $5,888 by
31 March 2023, assuming that all
distributions were reinvested.
Mint RenewablesOne NZ
Mint RenewablesOne NZ
Longroad EnergyCorporate
Fortysouth
Diagnostic Imaging
Galileo
Sold
Kao Data
RetireAustralia
CDC Data CentresGurīn Energy
Manawa Energy
Wellington Airport
Mint RenewablesOne NZ
27
X
2829
Financial Performance
& Position
Year ended 31 March ($Millions) Share20232022
CDC Data Centres 48.1% $113.7 $82.2
One NZ 50.0% $263.6 $243.8
Fortysouth 20.0% $4.4 -
Kao Data 39.9%($3.0)($1.5)
Manawa Energy 51.1% $69.9 $83.9
Longroad Energy 37.1% $16.4 $15.1
Galileo 40.0%($11.8)($5.4)
Gurīn Energy 95.0%($15.6)($6.0)
Mint Renewables 73.0%($1.4) -
RHCNZ Medical Imaging 50.1% $54.4 $32.9
Qscan Group 55.2% $33.8 $33.9
RetireAustralia 50.0% $6.1 $16.9
Wellington Airport 66.0% $59.1 $37.3
Corporate & Other ($58.1)($58.2)
Proportionate EBITDAF $531.5 $474.9
Tilt Renewables 65.2% - $ 7. 9
Trustpower Retail business 51.1% $1.8 $24.2
To t a l $533.3 $507.0
Year ended 31 March 2023 ($Millions)Share
EBITDAF
1
100%D&AInterestTa x
Revaluations
& other
adjustmentsMinorities
Infratil share
of earnings
CDC Data Centres
48.1%
$236.4 - - - $175.4 - $411.8
One NZ
50.0%
$527.8 - - - ($323.8) - $204.0
Fortysouth
20.0%
$22.4 - - - ($27.2) - ($4.8)
Kao Data
39.9%
($7.6) - - - $28.1 - $20.5
Manawa Energy
51.1%
$136.7($21.6)($25.1)($39.2) $63.4($58.1)$56.1
Longroad Energy
37.1%
$63.6 - - - ($26.2) - $37.4
Galileo
40.0%
($29.5) - - - $18.1 - ($11.4)
Gurīn Energy
95.0%
($16.4)($0.4)($0.1) - $0.1 $0.9($15.9)
Mint Renewables
73.0%
($2.0) - - - - $0.5($1.5)
RHCNZ Medical Imaging
50.1%
$108.6($23.2)($35.6)($12.7) $3.6($20.4) $20.3
Qscan Group
55.2%
$61.3($33.6)($22.5)($1.7) - ($1.5) $2.0
RetireAustralia
50.0%
$12.2 - - - ($16.3) - ($4.1)
Wellington Airport
66.0%
$89.6($28.7)($26.3)
($6.3)
($3.1)($8.6) $16.6
Corporate & other - ($228.1)($0.1)($57.2) $17.4 $11.4 - ($256.6)
Total (continuing) $975.0($107.6)($166.8)($42.5)($96.5)($87.2) $474.4
Trustpower Retail business 51.1% $3.5($1.9) $0.1($0.4) $328.8($161.4) $168.7
To t a l $978.5($109.5)($166.7)($42.9) $232.3($248.6) $643.1
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.
A reconciliation of Proportionate EBITDAF
to net surplus after tax is presented in
Infratil’s annual results presentation.
Consolidated Results
This table shows a summary of Infratil’s
reported result for the period.
For the year ended 31 March 2023 the
net parent surplus was $643.1 million,
down from $1,169.3 million the prior year.
The main source of the difference was the
$1,136.8 million gain on the sale of Tilt
Renewables reported in the prior period,
while the current period includes the gain
on sale of the Trustpower Retail business
of $328.8 million. Both of these amounts
are included in discontinued operations.
Discontinued operations includes the gain
on sale, as well as the operating results of
one month of the Trustpower Retail
business.
Revenue and expenses have increased
year on year with a full period contribution
from the three businesses that make up
RHCNZ Medical Imaging.
Breakdown of Consolidated Results
Infratil consolidates a company when it controls it (owns more than 50%). This includes Manawa Energy, Gurīn Energy, Mint Renewables,
RHCNZ Medical Imaging, Qscan Group and Wellington Airport. Associates (where Infratil has significant influence, but not control) such as
CDC Data Centres, One NZ, Fortysouth, Kao Data, Longroad Energy, Galileo and RetireAustralia are not consolidated. For those investments,
the EBITDAF column shows 100% of their EBITDAF and the “Revaluations & other adjustments” column includes the adjustment required to
reconcile to Infratil’s share of their net surplus after tax.
Year ended 31 March ($Millions) 2023 2022
Operating revenue $1,845.1 $1,297.4
Operating expenses($871.8)($779.0)
International Portfolio Incentive fees($169.6)($221.2)
Depreciation & amortisation($107.6)($91.4)
Net interest
($166.8)($159.5)
Tax expense
($42.5)($22.6)
Realisations and revaluations $74.8 $82.2
Discontinued operations $330.1 $1,125.8
Net surplus after tax $891.7 $1,231.7
Minority earnings($248.6)($62.4)
Net parent surplus $643.1 $1,169.3
Year ended 31 March 2022 ($Millions)Share
EBITDAF
100%D&AInterestTa x
Revaluations
& other
adjustmentsMinorities
Infratil share
of earnings
CDC Data Centres 48.1% $171.0 - - - ($12.9) - $158.1
One NZ 50.0% $488.2 - - - ($477.9) - $10.3
Kao Data 39.9%($3.7) - - - $1.5 - ($2.2)
Manawa Energy 51.0% $164.4($20.4)($28.6)($46.0) $38.8($60.0) $48.2
Longroad Energy 40.0% $50.1 - - - ($22.4) - $27.7
Galileo 40.0%($13.6) - - - $9.1 - ($4.5)
Gurīn Energy 95.0%($6.3)($0.1)($0.1) - - $0.3($6.2)
RHCNZ Medical Imaging 50.5% $65.2($9.8)($17.2)($10.6)($15.6)($6.5) $5.5
Qscan Group 56.3% $60.3($30.6)($17.4)($3.9)($1.3)($3.1) $4.0
RetireAustralia 50.0% $33.8 - - - $45.3 - $ 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 $23.4- ($286.1)
Total (continuing) $786.5($91.4)($159.7)($22.6)($406.7)($70.3) $35.8
Tilt Renewables 65.2% $12.1($19.5)($6.3) $3.8 $1,123.9 $7.8 $1,121.8
Trustpower Retail business 51.0% $47.5($27.0)($1.2)($4.6)($3.0) - $11.7
To t a l $846.1($137.9)($167.2)($23.4) $714.2($62.5) $1,169.3
1. EBITDAF is an unaudited non-GAAP measure and is defined on page 7.
30
Year ended 31 March ($Millions)20232022
CDC Data Centres $3,660.3 $3,117.3
One NZ $1,222.8 $1,670.0
Fortysouth $207.7 -
Kao Data $255.7 $203.4
Manawa Energy $795.2 $1,126.2
Longroad Energy $1,185.8 $227.4
Galileo $71.2 $26.1
Gurīn Energy $ 7. 9 $2.0
Mint Renewables $3.1 -
RHCNZ Medical Imaging $511.6 $417.1
Qscan Group $370.6 $305.1
RetireAustralia $431.8 $408.9
Wellington Airport $667.4 $580.0
Parent & other $240.4 $195.7
$9,631.5 $8,279.2
Per share$13.31$11.44
Fair Value of Infratil’s Assets
This table shows the fair value of
Infratil’s assets.
The fair value of Infratil’s investments in
CDC Data Centres, One NZ, Longroad
Energy, Galileo, Qscan Group, RetireAustralia
and RHCNZ Medical Imaging reflect
independent valuations prepared for Infratil.
The fair value of Manawa Energy is shown
based on the market price per the NZX.
Infratil does not commission independent
valuations for its other assets and these are
presented at book value.
Year ended 31 March ($Millions)20232022
Net bank debt/(cash)($593.2)($773.0)
Intratil Infrastructure bonds $1,085.9 $1,163.7
Infratil Perpetual bonds $231.9 $231.9
Market value of equity $6,660.6 $5,972.9
Total Capital $7,385.2 $6,595.5
Dated debt/total capital 6.7% 5.9%
Total debt/total capital 9.8% 9.4%
Capital of Infratil and 100%
subsidiaries
This table shows the mix of debt and equity
funding at the Infratil Corporate level.
During the year Infratil refinanced
$93.7 million of maturing IFT190 bonds
through the issuance of $115.9 million
IFT320 bonds (maturing in June 2030), a
net increase of $22.2 million bonds on
issue. Additionally, given Infratil’s strong
liquidity position post the receipt of the
net proceeds from the One New Zealand
towers transaction, $100 million of
IFT240s were repaid in December.
As of 31 March 2023 Infratil’s bank debt
remains undrawn.
The increase in market value of equity
reflects Infratil’s share price increasing from
$8.25 to $9.20 over the year.
Year ended 31 March ($Millions)20232022
CDC Data Centres $1,403.4 $1,026.2
One NZ $171.7 $838.2
Kao Data $255.7 $203.4
Fortysouth $207.7 -
Manawa Energy $710.5 $607.2
Longroad Energy $315.8 $90.5
Galileo $53.3 $19.7
Gurīn Energy $ 7. 9 $2.0
Mint Renewables $3.1 -
RHCNZ Medical Imaging $418.3 $417.1
Qscan Group $303.7 $305.1
RetireAustralia $410.9 $417.3
Wellington Airport $667.4 $580.0
Parent & other $240.4 $195.7
To t a l $5,169.8 $4,702.4
Year ended 31 March ($Millions)20232022
CDC Data Centres $341.9 $259.9
One NZ $151.8 $177.9
Kao Data $36.0 -
Manawa Energy $22.6 $23.6
Longroad Energy $345.9 $240.2
RHCNZ Medical Imaging $14.7 -
Qscan Group $9.5 $13.8
RetireAustralia $66.6 $26.1
Wellington Airport $46.0 $11.7
Other - -
Capital Expenditure $1,035.0 $753.2
Kao Data - $217.9
Fortysouth $212.1 -
Gurīn Energy $41.2 $8.3
Galileo $42.3 $13.9
Mint Renewables $4.4 -
RHCNZ Medical Imaging - $408.8
Clearvision $24.2 $4.6
Infratil Investments $324.2 $653.5
Proportionate capital expenditure and investment $1,359.2 $1,406.7
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.
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.
To illustrate the calculation of Proportionate
capital expenditure, Infratil owns 48.1% of
CDC, CDC’s capital expenditure for the
period was A$648.1 million, and 48.1% of
that is A$311.7 million (NZ$341.9 million).
Investment undertaken directly by Infratil for
the year amounted to $324.2 million. This
primarily reflects the investment into
Fortysouth and continued investment in
Clearvision, Galileo and Gurīn.
Year ended 31 March ($Millions)20232022
CDC Data Centres $37.1 $13.4
One NZ $871.3 $37.1
Manawa Energy $93.6 $56.7
Longroad Energy $8.4 $53.9
RHCNZ Medical Imaging $30.3 -
Qscan Group $2.3 -
Tilt Renewables - $16.1
Clearvision - $1.7
Net interest($48.0)($61.2)
Corporate & other($61.3)($68.2)
Operating Cashflow $933.7 $49.5
International Portfolio Incentive fees($270.8)($116.2)
Operating Cashflow (after incentive fees)$662.9($66.7)
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
FY2022 incentive fee ($33.2 million),
Tranche 2 of the FY2021 incentive fee
($74.4 million), Tranche 3 of the FY2020
incentive fee ($41.7 million), and a realised
incentive fee of $121.5 million relating to
the sale of Tilt Renewables.
Book Value of Infratil’s Assets
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 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.
31
3233
Bondholders
Infratil Issuance activity
and market summary
Infratil is committed to the
New Zealand domestic bond
market and is one of the largest
and longest standing issuers.
Since our debut issue in 1999,
our infrastructure bond
programme has been a critical
component of the Group’s long
term capital structure and is
seen as fundamental to our
portfolio growth over that time.
In June 2022, Infratil successfully refinanced
$93.7 million of maturing IFT190s through
the issuance of $115.9 million IFT320s which
attracted strong demand. The interest rate
on these bonds for the first four years until
the Rate Reset Date (15 June 2026) is 5.93%
per annum (based on the 4-year swap rate of
3.93% per annum at the time of issuance
plus a credit margin of 2.00% per annum).
The coupon for the second four years will be
set on 15 June 2026 based on the 4-year
swap rate on that date, plus a 2.00% per
annum credit margin.
In December 2022, Infratil elected to fully
repay $100 million of maturing IFT240 bonds
given its strong liquidity position, with
$823.5 million of cash reserves post receipt
of the net proceeds from the Vodafone Tower
sale and $897.8 million of undrawn bank debt
available at the time. In the current year
Infratil has a single maturity, $122.1 million
of IFT210s in September 2023. A decision
regarding any rollover or re-issue of these
bonds will be made closer to the time.
Despite an increase in financial market
volatility, the New Zealand bond market has
performed well with a continuation of strong
corporate issuance. The sharp rise in
wholesale interest rates, with the 5-year
swap rate increasing from 2.55% to 4.86%
from January to December 2022, meant
new bonds offered attractive coupons to
investors. This underpinned retail demand
whilst also enabling cost effective funding in
terms of credit spreads for corporate
borrowers. The combination of strong retail
demand coupled with stable and attractive
credit spreads encouraged a steady flow
of corporate bonds to the market in 2022,
resulting in a significant uplift in issuance
relative to 2021. This meant that, once
again, the New Zealand market compared
favourably to offshore markets which saw
much more challenging conditions for
issuance as economic and geopolitical
concerns weighed on appetite from investors
in those more institutional dominant markets.
The first months of 2023 have seen strong
issuance activity despite the volatility
observed in March due to the collapse of
Silicon Valley Bank and takeover of Credit
Suisse by UBS which sparked concerns of
wider banking sector liquidity issues. The
performance of the New Zealand debt
capital markets over the last 12-18 months
highlights the value of a resilient, well-
functioning debt capital market. Having
reliable access to the domestic bond market
allows borrowers to diversify their funding
sources and extend funding tenors,
de-risking their funding profiles. Infratil looks
forward to continuing to provide a regular
supply of bonds in the coming years.
IFTHA and IFTHC update
Wholesale interest rates rose sharply in
2022, as the Reserve Bank of New Zealand
grappled with the rapid and persistent rise in
inflation pressures across the economy.
After a lengthy period of historically low
interest rates (particularly in 2020/21), the
change in inflationary conditions resulted
in a significant uplift in the cash yield on
two of Infratil’s resetting bonds. The IFTHA
perpetual bonds and the IFTHC bonds
maturing in December 2029 both reset
annually based on the 1-year swap rate at
the time plus a credit margin of 1.50% per
annum and 2.50% per annum respectively.
The below chart illustrates the coupons on
each bond from inception against the RBNZ
Official Cash Rate.
Funding Maturity Profile
Infratil proactively manages its mix of bank
and bond debt and refinancing risk across
both funding sources. One of the key
objectives of our funding strategy is to
achieve an even spread of debt maturities to
minimise refinancing pressure in any one
year. Our bank debt provides flexible and
attractively priced debt funding typically
across 1–5 year maturities, while the bond
programme provides access to longer dated
debt from 5–8 years (and up to 10 years in
certain market conditions). This means
Infratil has both diversity of funding with
different characteristics, as well as a
greater spread of debt maturities across
longer tenors.
Infratil’s investment portfolio
continues to grow and evolve
and as a higher proportion of
offshore assets are added to the
portfolio, the Group’s exposure
to foreign exchange (‘FX’) risk
increases. This risk principally
shows up in two ways; on
Infratil’s cashflows denominated
in foreign currencies (FX
transaction risk) and on the net
value of Infratil’s offshore
investments when translated to
NZD terms (FX translation risk).
Infratil’s FX transaction risks relate to
investment flows to and from existing
offshore assets (i.e., capital investments and
distributions), and cashflows associated with
any potential acquisition or divestment of a
foreign investment.
The core objective in relation to management
of FX transaction risk is to provide sufficient
cashflow certainty in the most efficient way
possible. This involves hedging once foreign
cashflows are sufficiently certain and seeking
to net exposures wherever practicable.
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 in New Zealand dollar terms. While
these positions do not have an immediate
cash impact, due to the value of the
underlying assets, they present the most
material currency exposure for Infratil.
At present Infratil does not hedge its FX
translation risk, however Infratil seeks to
manage its overall currency exposure as the
portfolio composition evolves. The utilisation
of foreign currency denominated debt
facilities is a tool that Infratil may use in future
to efficiently manage the Group’s overall
currency exposure. For example, Infratil has
the ability to borrow up to circa A$283 million
under its existing bank facilities which is a
mechanism we could use to partially offset
any Australian asset positions.
Translation Impact
Infratil’s most material currency exposure
is NZD/AUD due to its investments in CDC,
RetireAustralia, Qscan Group and Mint
Renewables. A significant increase in
exposure to NZD/USD occurred in FY23 as
Infratil’s holding in Longroad Energy saw a
significant uplift in value, attributable in part
to the successful minority capital raise
completed in October 2022. Infratil’s stake
is now valued at $1.185 billion, significantly
higher than the independent valuation
received on 31 March 2022 of
NZ$227.4 million.
From a gross asset perspective, the Longroad
transaction has contributed to an increase in
Infratil’s USD exposure to 13.8% (from 3.9%),
while AUD and NZD exposure are 46.9% and
35.9% respectively (from 46.7% and 46.6%).
As at 31 March 2022, the carrying value
of Infratil’s Australian investments was
A$3.83 billion, or NZ$4.13 billion when
translated at the FY2022 year-end rate of
0.9287. All else being equal, when this
exchange rate falls, the NZD value of our
investment rises and vice versa. 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 of these investments
fluctuated between NZ$4.02 billion (down
NZ$106.0 million; 2.6%) and $4.38 billion
(up NZ$259.4 million; 6.3%) with the total
opening investment position ending the year
down NZ$23.4 million, a 0.57% unrealised
loss over the 12 months.
Infratil anticipates, either through internal
or external investment opportunities, that
currency exposures will increase as we
continue to expand the portfolio outside
of New Zealand. Infratil will retain the
flexibility to utilise debt in foreign currency to
provide a natural offset to these exposures.
Infratil is a high conviction investor. Our
current approach is to not hedge the
currency risk associated with the translation
of our offshore assets to NZD. Should
Infratil materially change this position,
we will ensure the market is appropriately
informed to ensure investors can assess
and adjust their portfolios accordingly. We
believe the best approach is for investors to
be aware of the global exposures inherent
within the portfolio, particularly to the
Australian dollar. Each investor can then
make a choice to accept or manage this
exposure in the context of their own
individual portfolio composition, risk
appetite and objectives. It is worthwhile
noting that a significant and growing
proportion of Infratil shareholders are
international investors and may therefore
have a different perspective to foreign
exchange exposures relative to a
New Zealand based investor.
NZD Movement in unhedged AUD Investments
Unhedged AUD InvestmentsNZD/ AUD
Foreign Currency
Exposure
200620082010201220142016201820202022
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
Coupon (% per annum)
0.8500
0.8700
0.8900
0.9100
0.9300
0.9500
0.9700
0.9900
3,800
3,900
4,000
4,100
4,200
4,300
4,400
4,500
Mar
2022
Apr
2022
May
2022
Jun
2022
Jul
2022
Aug
2022
Sep
2022
Oct
2022
Nov
2022
Dec
2022
Jan
2023
Feb
2023
Mar
2023
Infratil Annual Reset Bonds
Official Cash Rate (OCR)IFTHAIFTHC
Calendar Years
3435
The power
of connecting
to the future
35
The rise of digital technology
has revolutionised the way we
connect with each other and
access information around
the world. The power of global
connectivity, the internet, and
other digital platforms has
opened up opportunities for
communication, collaboration,
and innovation - allowing people
to connect across borders and
cultures, while enabling new
technologies and applications
to flourish.
High-performing, reliable global
networks are essential to today's
globalised, digital economy. As
global network traffic continues
to multiply, it is increasingly
important to develop a diverse,
high-capacity global network
of infrastructure that will
accommodate future societal
needs.
3637
Over the past decade Digital
Infrastructure has matured into a
standalone investment asset
class. With its increasing
importance has come an
acceleration of investment and
technological advancement.
Digital assets now comprise over 50% of
Infratil’s assets. When Infratil first invested in
CDC Data Centres in 2016, digital assets
were less than 15% of the portfolio and many
investors questioned the infrastructure
characteristics of data centres.
Digital infrastructure assets, in particular
data centres, mobile towers, fibre optic
networks and subsea cables have all now
emerged as distinct infrastructure asset
classes as investors seek opportunities in
the physical assets that underpin the
technologies that societies and enterprises
rely on.
Infratil shareholders have benefitted from
the early recognition of the increasing
importance of these assets and the essential
services they deliver.
The growth in digital can be seen in all parts
of our lives, however at what point is this
yesterday’s news? We are still early in the
digital age as significant new data-hungry
applications and technologies continue to
emerge.
The most recent Ericsson Mobility Report
forecast that by the end of 2022, 5G
subscriptions were expected to reach one
billion, and by 2028 will pass five billion. Total
global mobile data traffic – excluding traffic
generated by Fixed Wireless Access – was
expected to reach around 90 exabytes (a
billion gigabytes) per month by the end of
2022 and is projected to grow by a factor of
nearly 4 to reach 325EB per month in 2028.
The past year will be remembered for when
artificial intelligence, or AI, took hold and
captured the world’s attention. For the first
time we are seeing people contemplating
amazing use cases for AI that are a reality,
not just science fiction.
ChatGPT is just one of many industry use
cases which will include a new series of
applications that will reshape society. The
market for AI alone is expected to grow
twentyfold from nearly US$100 billion in
2021, to nearly US$2 trillion in 2030.
Forms of AI, whether it be ChatGPT or
autonomous vehicles, rely on the rapid
analysis of huge datasets of information,
creating multitudes of new data and a need
for new digital infrastructure as a result.
Beyond AI we are now also seeing robotics
and automation having a greater impact on
society and the way we work – sensors and
actuators at the edge of digital networks are
increasingly used for commercialised
applications such as monitoring and control
of industrial settings.
Amazon has been one of the most high-
profile global companies to embrace robotics
and automation. The e-commerce group
handled approximately five billion packages
in 2021 — about 13 million a day — with 75%
of them being handled by its robots in at least
one part of the delivery process.
Over the horizon, Quantum computing is
likely to be the next major technological
advancement. Quantum computing
harnesses the laws of quantum mechanics
to solve problems too complex for classical
computers. Like other historical technological
breakthroughs, quantum computers have
the potential to fundamentally change how
we work and live.
As the world continues to recover from the
covid pandemic, the effects of another
ongoing global challenge – the antibiotic
resistance crisis – have become an
increasing focus. The antibiotics crisis is a
particularly urgent example of a global
challenge in need of a true paradigm shift in
the way we discover materials. The rapid
progress in quantum computing and
quantum machine-learning techniques is
now creating realistic prospects of identifying
new antibiotics that are structurally distinct
from those currently available.
Bringing these ideas back to Infratil – all of
these opportunities will require digital
architecture and business models that
continue to evolve. The required
infrastructure needs will not just be bigger,
but will require more bandwidth, they will
need to be more scalable, more flexible.
Latency concerns will require addressing as
computing needs move closer to the edge.
Perhaps Infratil’s biggest advantage will be
the increased focus on security and
sovereignty – already differentiators in
Infratil’s existing digital assets. How people
choose the assets they operate on, and how
they choose the capital behind those assets
is increasingly coming into focus. The stability
of the networks that underpin these systems
and their power sources - data centres alone
are estimated to be responsible for up to 3%
of global electricity consumption today and
are projected to touch 4% by 2030 - find
themselves the focus of state and global
interests.
As global geopolitical tensions ratchet up all
of these factors highlight Infratil’s privileged
position as a trusted long-term source of
capital, at scale.
When we think about the assets that Infratil
invests in, our focus has always been on
securing privileged positions where we can
roll out the next generation of technology,
protected from the potential of disruption via
the delivery of essential services from scaled
positions. All of our current investments
contain these embedded organic growth
opportunities that will allow Infratil to
continue to deploy capital from a trusted
position.
International bandwidth usage
One Terabit per second is the equivalent of
125GB per second of data transfer.
Over the past five years the total average
growth rate of global bandwidth usages has
been 33% per year, on a per user basis this is
an increase of 22% in bandwidth use per user
per year over the past five years.
Around 99% of global data traffic passes
through undersea cables, with the bandwidth
limitations of satellite based connections,
undersea cables remain critical to global
connectivity.
Digital
Platform
The world is becoming more
connected
As of 2022, there are 5.3 billion internet
users, representing 66% of the global
population, this leaves 2.7 billion people
currently unconnected.
The mobile phone is the most common
gateway to the internet (in most
developing countries mobile phones
are the main way of connecting to
the internet).
Source: ITU Measuring digital developments: facts and figures 2022.
Source: ITU Measuring digital developments: facts and figures 2022.
37
0%
10%
20%
30%
40%
50%
60%
70%
0
1
2
3
4
5
6
7
200520062007200820092010201120122013201420152016201720182019202020212022
Number of internet users, billionsPercentage of the population
International bandwidth usage by region, Tbit/s
0
200
400
600
800
1,000
1,200
1,400
201720182019202020212022
Number of usersPercentage of global population
Americas
Africa
Other Economies
Asia PacificArab States
Commonwealth of
Independent States
Europe
3839
CDC Data
Centres
When thinking about digital
infrastructure and the backbone it
provides for the technologies we
often take for granted, data centres
are where that technology ’hits the
ground’. These cutting-edge facilities
are the beating heart of a digital
world, enabling the processing
speed and connectivity that underpin
how these technologies serve our
day-to-day lives.
The 2023 financial year saw CDC Data
Centres cement itself as Australia and
New Zealand’s leading data centre operator,
able to meet the rapidly expanding needs
of a variety of business and government
customers, while continuing to position
itself for future growth.
Performance highlights include a significant
expansion of capacity to meet new and
existing customer demand, substantial
capital deployment to bring new data centre
capacity online, on-time and on-budget,
despite global development constraints and
cost pressures - and a continuation of strong
financial growth, this year delivering 33%
EBITDAF growth.
CDC continues to grow its data centre
campuses in Auckland, Sydney and
Canberra and is also well underway with
development of its Melbourne site. As the
Melbourne construction works ramp-up, the
site accommodates a 300-strong workforce
with a target delivery of the first 30MW of
operating capacity in FY2024.
CDC has successfully delivered an additional
104MW of capacity and continued to
onboard new customers across its
campuses.
The Eastern Creek campus is worth
highlighting. Home to four world-leading
data centres, it has cost A$1.5 billion to date.
As CDC’s largest data centre campus so far,
it offers a total of 123MW operating capacity,
with approved plans for two more data
centres on campus. To put that into context,
over twenty Sydney Opera Houses would fit
inside the campus boundaries. The campus
is underpinned by long-term customer
commitments.
The new Auckland campuses in Silverdale
and Hobsonville are the largest and
most secure data centres of their type in
New Zealand. Built to exceed the
requirements of national critical
infrastructure providers and other
organisations, and proven through the
recent extreme weather events, they have
secured significant customer commitments
in the New Zealand market.
CDC also has a significant portfolio of
undeveloped land which includes all the
geographies in which it currently operates,
and they own the land required to develop
in excess of 786MW of capacity.
CDC’s combination of high credit quality
Infratil 48.1 %
Commonwealth Superannuation Corporation 24.05%
Future Fund 24.05%
Management 3.8%
Silverdale data centre, Auckland
clients, substantial long-term contracts and
high quality, highly secure data centres is a
globally attractive proposition to lenders.
To support CDC’s continuing growth, the
Company undertook a capital structure
review during 2022 to determine the best
way to fund its planned growth. As a result
of this review, CDC diversified its capital
structure into the USPP and Japanese loan
markets and extended the size and tenor of
its bank facilities.
Across all of its campuses, CDC is continuing
to successfully grow and diversify its
customer base, including government and
hyperscale, as well as National Critical
Infrastructure and enterprise customers.
Since it was founded in 2007, a core to the
CDC success has been a clear, well-
executed strategy, best-in-class data
security, modular optionality, 100%
guaranteed availability and a highly
interconnected data centre ecosystem.
Security is one of CDC’s key differentiators.
Starting in Canberra serving Government
customers with stringent and highly sensitive
security requirements meant that CDC
invested in implementing best-in-class
security standards from day one. As the
world has shifted towards higher security
expectations, CDC has diligently maintained
its lead as the market demand shifted
towards its higher security offerings.
CDC is committed to growing and operating
sustainably, reflected in its approach to
people, planet and operations. CDC is
working on a science-aligned emissions
reduction target. It received Toitu enviromark
gold certification this year, recognising CDC
has a plan to achieve its environmental goals
and the basis of a robust Environmental
Management System. The New Zealand data
centres were powered by 100% carboNZero
certified renewable electricity from day one.
This year the CDC Academy, a dedicated
learning programme for employees, was
established. On the trust side, CDC
guarantees 100% availability and continues
to set the bar for the highest security,
sovereignty and resilience certifications
possible.
Demand for capacity in sustainable,
world-class data centres continues to grow.
Digital adoption is accelerating, driven by the
relentless shift to cloud and emerging
technology developments. New technologies
such as AI are driving different data centre
requirements, including on architecture,
cooling designs and rack densities, which
pose significant challenges to traditional data
centres. Global supply chain disruptions, the
threat of cyber-terrorism and geopolitical
tensions have lifted the criticality of
resilience, security and data sovereignty.
CDC is well placed to respond to all these
trends to its advantage.
As a result, in FY2024 CDC will continue to
focus on growth, starting with the pipeline of
42MW under construction in Silverdale,
Hobsonville and Melbourne, while planning is
well advanced for its next Sydney build.
The future for CDC is exciting. When thinking
of the limitless potential of new technologies
and the data that these will generate, the
need for more storage and the increasing
importance of digital connectedness, the
role of data centres is critical.
Infratil’s investment in CDC is now valued
between A$3.13 billion to A$3.73 billion,
up from A$2.78 billion to A$2.91 billion
12 months earlier. This valuation increase
reflects the benefit of CDC’s refinancing and
expansion of its debt facilities, the inclusion
of two additional developments, and
changes to the blended discount rate used
for the valuation. These were partially offset
by updates to macro-economic
assumptions, principally an increase in the
outlook for the Bank Bill Swap Rate. The
independent valuation assumes 585MW of
total built capacity, 268MW is in operation at
31 March 2023, 42MW is under construction
and 275MW is classified as future builds. The
blended cost of equity used in the valuation
has decreased from 9.75% to 9.60%
Year ended 31 March20232022
Data centre capacity (built)268MW164MW
Capacity under construction42MW104MW
Development pipeline476MW436MW
Weighted average lease term with options24.0 years21.6 years
Rack utilisation66.0%75.3%
Target PUE1.201.20
Revenue
1
A$297.3mA$226.1m
EBITDAF
2
A$215.5mA$161.2m
Net profit after taxA$762.7mA$286.6m
Capital expenditureA$648.1mA$509.5m
Net debt
3
A$2,098.1mA$1,518.9m
Infratil cash incomeNZ$37.1mNZ$13.4m
Fair value of Infratil’s investment
4
NZ$3,660.3mNZ$3,117.3m
1 Revenue excludes the on charge of electricity.
2 CDC EBITDAF excludes RMS expense and significant one-off transaction expenses.
3 Accrued RMS payments to management shareholders are included in net debt.
4 Based on an independent valuation as at 31 March 2023.
40
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 31 March 2023 the business has grown
to 268MW of operating capacity spread
across 13 data centres and 4 campuses,
including Sydney and Auckland. Over that
time EBITDA has grown from A$47.5 million
per annum to over A$215 million per
annum.
CDC locations:
Current and under development
CDC’s unique, highly interconnected
and shareable ecosystem offers
government, hyperscale and
commercial clients opportunities to
connect and collaborate securely,
according to their strategic needs.
The combination of high credit quality
clients and large contracts with long
Weighted Average Lease Expiries is
unique globally in the data centre
industry.
0
300
250
200
150
100
50
0
300
250
200
150
100
50
Capacity (MW)EBITDAF A$m
2014201520162017
Infratil’s investment
2018201920202021202220232024
SydneyEBITDAF
AucklandMelbourneCanberra
Canberra capacity
Auckland capacity
Sydney capacity
Kao
Data
Infratil 40%
Legal & General Capital 30%
Goldacre 30%
Demand for data centre capacity
in the UK - and the Greater
London and Slough region
especially, continues to show
strong momentum.
A variety of factors including continued
hyperscale and enterprise growth, post-
pandemic continuation of online services,
and the evolution of the UK’s world-leading
artificial intelligence community are all key
drivers. Despite constraints in land and power
availability west of London, expected
incremental MW-supply is forecast to mirror
demand.
Momentum at Kao Data’s Harlow campus is
building as construction of the second facility
(KLON-02) progresses to plan. Work
commenced in March 2022 and operations
are expected to start in September 2023.
The additional 8.8MW (which can stretch to
10MW) facility will pick up on many of the
design-improvements from KLON-01 and will
continue to offer best-in-class sustainability
credentials. Expansion of the Harlow campus
is not only a strategic milestone in Kao Data’s
evolution, but also contributes to the
development of London’s eastern perimeter
as a growing data centre hub.
Kao Data’s Slough facility in West London is
the ideal complement to the Harlow campus.
This 20MW facility, all of which is booked
under long-term contracts, is ideally
positioned within the world’s second largest
data centre hub, and the highly sought-after
West London Availability Zone. As one of
the few larger colocation opportunities
remaining in the Slough area, interest in this
capacity is high and a long-term contract
for the remaining capacity has recently
been signed.
In March 2023, Kao Data’s Harlow Campus
hosted the UK’s ‘Quantum Data Centre of
the Future’ project led by ORCA Computing.
Kao Data was chosen as the venue for the
Quantum Data Centre of the Future
demonstration, with its KLON-01 data centre
already hosting some of the UK’s most
advanced, high performance computing
infrastructure systems including NVIDIA’s
Cambridge-1 supercomputer. ORCA’s PT-1
is the first quantum machine to run at room
temperature, making it a trailblazer in terms
of usability. It requires infrastructure that is
not yet widely available. Kao Data is one of
few data centre operators in the UK able to
cater specifically for these types of
deployments, and thereby enable quantum-
ready forms of AI and machine learning.
Kao Data not only looks after some of the
most demanding and critical use cases in the
UK, but it is doing so with a market-leading
sustainable approach. This year Kao Data
has collaborated with its energy provider to
ensure all the renewable energy it uses is
now associated with a known source - Little
Cheyne Court wind farm in Kent. Every
electron Kao Data consumes is matched by
an equivalent capacity generated by this
specific wind farm. This removes uncertainty
around the exact energy source and ensures
its power is matched by genuine, renewable
energy sources in the UK.
Looking ahead, despite the challenging
macro environment, Kao Data has recently
closed a number of contracts at Harlow and
is in advanced stages of securing additional
opportunities with a number of high profile
existing and new clients. The focus for
FY2024 will be on securing and onboarding
these customers, while planning the next
developments across Kao Data’s portfolio.
This includes a third data centre facility at the
Harlow campus (KLON-03), as well the first
stage of Kao Data’s tier 2 data centre market
strategy to develop new sites within the UK.
The first of these will be Manchester and
plans are afoot for a 36MW facility on the
outskirts of the city.
Construction of KLON-02 underway next to KLON-01 in Harlow
CDC Data
Centres
Melbourne capacity
EBITDAF
H1
Hume One
H2
SD1
Silverdale
SD1A
HV1
Hobsonville
HV1A
H3
F1
Fyshwick
BK1
Brooklyn
Operational
Under development
F2F3
EC1
Eastern Creek
EC2EC3EC4EC5EC6
H4
Hume Two
H5H6
41
4243
Year ended 31 March20232022
Consumer & SME - Mobile$622.7m$560.8m
Enterprise - Mobile$108.0m$102.2m
Consumer & SME - Fixed & ICT$345.1m$384.0m
Enterprise - Fixed & ICT$251.4m$223.9m
Wholesale & other$206.0m$196.6m
Procurement & one-off revenue$450.6m$500.2m
Total revenue$1,983.8m$1,967.7m
Direct cost($836.7m)($916.4m)
Gross margin$1,147.1m$1,051.3m
Operating expenses
1
($619.3m)($570.3m)
EBITDA$527.8m$481.0m
EBITDA Margin27%24%
Capital expenditure (excl. Spectrum)$303.8m$291.4m
Net debt$1,382.2m$1,344.4m
1 Excludes transaction costs relating to the sale of Towerco.
One NZ
Infratil 49.9%
Brookfield Asset Management 49.9%
Management 0.2%
2023 was a year of change as
Vodafone rebranded to One
New Zealand, a culmination of its
second phase of transformation
involving network expansion,
improved customer experience,
continued IT evolution and sale
of passive mobile tower assets.
Against this backdrop One
New Zealand delivered a strong
annual result with EBITDAF of
$527.8 million exceeding guidance.
One New Zealand is made up of more than
two million mobile connections. It maintains a
network of 56 consumer retail stores, in
addition to providing mobile fixed and ICT
services to over 110,000 corporate,
government and small to medium
businesses. It consists of 2,500 team
members, with capability and culture scores
now in the top quartile internationally, and an
experienced and highly competent
management team.
Monthly mobile data consumption continued
to grow, increasing by 22% in FY2023 as
New Zealand got back to work, play and
travel following the covid pandemic and
related lockdowns. To meet demand, One
New Zealand invested over $300 million
during the year, including building and
upgrading 294 4G and 5G sites across the
country. One New Zealand has committed to
rolling out 4G or 5G to everywhere currently
served by 3G by August 2024, and will then
begin switching off its legacy 3G network.
In mobile, trading continues to improve with
One New Zealand leading the market in total
post-paid mobile connection growth for the
past eight quarters. Roaming has returned
to 80% of pre-covid levels by 31 March 2023,
and One New Zealand continues to build its
stable revenues by growing its mobile
average revenue per user (‘ARPU’) to
$28.00 per month.
Whilst Consumer SME fixed ARPU was stable
at $71.00, revenue has declined due to an
intensely competitive market with over 100
participants and aggressive discounting. This,
coupled with the annually increasing
wholesale input price, puts pressure on both
revenue and margins.
In Enterprise, service revenue continues
to grow in line with the market as One
New Zealand completes product
development and builds capability into its key
segments adjacent to connectivity. This
performance is supported by a partner of
excellence strategy, offering products and
services from DEFEND, Palo Alto Networks,
Microsoft, and others.
Operating expenditure increases were
largely due to the in-housing of 52 One
New Zealand retail stores and investment
in the rebrand. Otherwise the underlying
cost base remained stable and a continued
focus on cost control absorbed inflationary
pressures.
2023 saw continued simplification of
the business, including the sale of One
New Zealand’s passive mobile tower assets
for $1.7 billion to InfraRed Capital Partners
and Northleaf Capital Partners, with Infratil
also reinvesting in a 20% stake. This sale
released significant capital to shareholders
and allows for further increases in the
coverage, capacity and the speed of
One New Zealand’s mobile network.
Following the towers sale, One New Zealand
remains one of the country’s largest fixed
infrastructure owners with ownership of
active mobile network infrastructure (core,
backhaul power, radio network, spectrum)
across more than 1,600 sites, as well as
significant fibre and cable infrastructure.
One New Zealand’s IT simplification
programme is ongoing to deliver a leaner
and more efficient business, while driving
further cost savings and customer service
gains. Focus areas continue to be product
rationalisation, creating digital first customer
journeys and the use of artificial intelligence
and automation to improve productivity.
One New Zealand continues to invest in
enhancing customer service including the
complete onshoring of business customer
services, increased onshoring of consumer
customer services, completing the buyback
of its retail stores, continued focus on staff
training and reduced call handling times.
Customer satisfaction metrics continue to
improve, with work ongoing to further
enhance the customer experience.
A key rationale for the Company’s rebrand
was to invest more in New Zealand, which is
demonstrated by a collaboration with
SpaceX to provide mobile coverage to 100%
of New Zealand from late 2024. Current
mobile networks cover 98% of New Zealand’s
population, however due to the length and
geography of the country, almost 50% of the
landmass still has no coverage. One
New Zealand’s mobile network will work in
conjunction with SpaceX’s constellation of
Starlink satellites in low Earth orbit to deliver
mobile coverage to One New Zealand
customers across the entire country where
they have a line of sight to the sky, and out to
its territorial limit.
In early 2023 New Zealand was battered by
two extreme events, firstly massive rainfall
and flooding in Auckland, followed by
Cyclone Gabrielle, causing widespread
damage. Both events highlighted the
criticality of the essential services that
One New Zealand provides. While One
New Zealand’s network equipment escaped
widespread damage in either event,
subsequent power outages rendered many
cell sites inoperable, and slips destroyed
bridges and roads, cutting vital fibre links
that carry data.
The new service will transform how people
connect with each other, deliver increased
access to emergency services and increased
network resilience, including to the physical
impacts of climate change. It will
revolutionise how both private and public
sector entities operate and transform
operations in sectors such as agriculture,
horticulture, fisheries, tourism, forestry,
transport and logistics.
4445
One NZ connections
One NZ's mobile connections have grown
over 6% during the year assisted by
the return of roaming connections as
the New Zealand borders reopened.
One NZ has improved its mobile average
revenue per user during the period from
$26.50 in FY2022 to $28.00 in FY2023,
a 5.7% increase in average monthly mobile
revenue per user.
Fixed broadband connections continue their
year on year decline as the broadband
market becomes increasingly competitive
and wireless broadband becomes more
widely adopted.
0
3.5
Millions
2.5
3.0
2.0
1.5
1.0
0.5
2022*
Calendar Year
201320142015201620172018201920202021
Incident reportsFinancial loss ($m)
0
5
10
15
20
25
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
201720182019202020212022
Calendar Year
Source: Commerce Commission Annual Telecommunications Monitoring Report. (31 December 2021)
*Based on One NZ internal data not yet published by the Commerce Commission
Source: CERT NZ Quarterly Report Q4 2022
Reported cyber security incidents and
associated financial loss
In 2022, 8,160 incidents were reported to
CERT NZ, a government organisation that
helps identify, track, and respond to cyber
security threats and incidents that are
faced by both businesses and individuals.
The most common type of cyber threat
reported in New Zealand is phishing and
credential harvesting, followed by scams
and fraud, then unauthorised access and
malware.
There is $20.0 million of financial loss
directly attributable to the attacks that have
been reported to CERT NZ over the year to
December 2022.
Financial loss
Reported incidents
One NZ
Fortysouth
In November 2022, a consortium
of three investors comprising
InfraRed Capital Partners,
Northleaf Capital Partners
and Infratil acquired a portfolio
of passive mobile tower
infrastructure from One
New Zealand.
The portfolio of assets principally included
passive infrastructure located at tower sites,
including poles and towers, foundations,
shelters, huts and fencing. Also included
were freehold land interests in respect of
certain sites, and leases and licences
governing use of the remaining sites.
One New Zealand retained ownership of
the mobile infrastructure (e.g., antennas,
cables, radio equipment, base stations
and backhaul) affixed and associated with
the tower sites.
What was established was New Zealand’s
largest independent tower company, with
over 1,400 wholly owned towers covering
98% of New Zealand’s population.
With a growing portfolio of sites across
New Zealand, Fortysouth has been set up
to operate as a strategic partner to mobile
network operators, fixed wireless providers
and critical communications services.
Fortysouth provides and maintains the
physical framework outlined above, from
which these businesses deliver essential
services.
The establishment of Fortysouth allows for
separate and specialised ownership of these
passive mobile towers, providing strong
incentives to drive better capital efficiency,
which can include increased co-location of
equipment on common tower assets.
This is essential as demand for data and
connectivity continues to grow year on
year, evidencing the importance of more
intensified digital infrastructure to meet
community needs.
On establishment, Fortysouth entered
into a 20-year master services agreement
with One New Zealand, providing One
New Zealand with access to both existing
and new towers, and a commitment from
Fortysouth to build at least 390 additional
sites over the next ten years to enhance
One New Zealand’s relative coverage and
capacity position.
Co-location will accelerate New Zealand’s
5G rollout by easing access to towers for
mobile network operations.
Increased co-location is also expected to
result in a reduction in the duplication of
tower assets in the same locality. This would
reduce the total number of towers in
operation over time. It would also reduce the
aggregate number of new towers being built
over the mid to long-term, eliminating the
need for thousands of cubic metres of
concrete and hundreds of tonnes of metal.
What makes Fortysouth attractive to Infratil
is that while it has long-term, inflation linked
cashflows, it is also a platform with significant
growth opportunities including macro tower
growth, capacity for future co-tenancy,
increased demand for new points of
presence and step out opportunities such
as small cells.
Fortysouth macro tower north of Auckland
Infratil 20%
InfraRed Capital Partners 40%
Northleaf Capital Partners 40%
Mobile connections
Broadband connections
4647
The power of
sustaining a
global vision
Faced with climate change,
soaring energy prices and
concerns about security of
supply, investment in renewable
energy sources such as wind and
solar power needs to accelerate.
The science is clear: to avoid the
worst impacts of climate change,
emissions need to be reduced by
almost half by 2030 and reach
net-zero by 2050. Renewable
energy sources – which are
available in abundance all around
us, provided by the sun, wind,
water, waste, and heat from the
Earth – are replenished by nature
and emit little to no greenhouse
gases or pollutants into the air.
47
4849
Renewables
Platform
49
Changes to weather patterns,
unsustainable levels of carbon
emissions and challenges to
energy security are requiring
unprecedented government
policy measures across the
globe.
Significant commitments to long-term
decarbonisation are in place; but emissions
still reached record highs in 2022. Global
energy-related CO
2
emissions grew in 2022
by 0.9%, or 321 million tonnes, reaching a
new high of more than 36.8 billion tonnes –
albeit less than initially feared as the growth
of solar, wind, electric vehicles, heat pumps
and energy efficiency helped limit the
impacts of increased use of coal and oil
amid the global energy crisis.
Commitments from governments and calls
from society are growing and will accelerate
the transition to renewable energy to combat
climate change. As of November 2022,
around 140 countries had announced or
were considering net zero targets, covering
close to 90% of global emissions, compared
to the 130 countries, covering about 70% of
global emissions, in May 2021.
Energy security also remains high on the
policy agenda as a result of the global energy
crisis sparked by Russia’s invasion of Ukraine.
The surge in energy prices in 2022 was on a
large enough scale to worsen the global
economic outlook, causing difficulties for
households and industry alike, and leading
many governments to recalibrate their policy
priorities.
With this backdrop, there continues to be
unprecedented levels of investment in the
renewables sector. This has primarily been in
wind and solar, but also in other technologies
that will help solve some of the existing
problems that renewables place on the
overall energy system.
Infratil is well positioned to take advantage of
these opportunities – which will also be
driven by government policy decisions and
priorities. We cannot predict when these
decisions and announcements will happen,
however what Infratil has done is create a
series of platforms, globally, to ensure we
can address these opportunities as and
when they arise.
In the last 12-months the United States-led
Biden Administration’s climate agenda had
another boost with the signing of the Inflation
Reduction Act, containing US$369 billion in
federal funding towards clean energy and
climate change mitigation. The Act’s
provisions alone are projected to help the
US meet a 40% reduction on 2005 emissions
by 2030, significantly closer to Biden’s goal
of 50% by 2030. Not to be outdone, the
European Union has also increased its
funding, with over €400 billion now allocated
to the clean energy transition. Closer to
home Australia’s parliament enshrined in law
the Government’s elevated target of
reducing greenhouse gas emissions by 43%
below 2005 levels by the end of this decade,
while the New Zealand Government
confirmed its target of 100% renewable
electricity generation by 2030.
The ability to point existing pipeline at these
opportunities as they arise is what makes
Infratil a truly global renewables platform.
Today, we have a global footprint with activity
across 29 different energy markets and a
total development pipeline of over 30GW.
A key part of our global strategy is the ability
to combine Infratil’s own expertise with
local teams. Renewables is ultimately a very
local endeavour, where you aim to achieve
scale at a regional level and optionality at a
global level.
Wind and solar will continue to form the
backbone of the transition given the maturity
of those technologies, however additional
technologies will be required to support and
enable a robust transition. One of the most
talked about emerging technologies is
hydrogen. While hydrogen as a technology is
still in its infancy, its applications are likely to
be vast – which will also create more demand
for renewables. As a complement to other
technologies, hydrogen has the potential to
decarbonise industries including steel,
petrochemicals, fertilizers, heavy-duty
mobility, maritime shipping, and aviation.
More than 680 large-scale hydrogen
projects have been announced globally,
amounting to US$240 billion in direct
investment. The projects include giga-scale
production, large-scale industrial usage,
transport and infrastructure. In Europe, which
accounts for 314 of the announced projects,
hydrogen is expected to play a significant
role in meeting decarbonisation targets, with
usage across industrial applications,
transportation, and power generation.
While Infratil is unlikely to be an early direct
investor in hydrogen, the ability exists
through its global platform to access
exposure to the hydrogen opportunity in its
early stages. Galileo is currently working on
offshore wind projects which will export
energy either as electricity directly to
electricity grids or as green hydrogen, which
can be piped to shore, or stored and released
to provide dispatchable green energy supply.
Separately, Valta Energy, in which Longroad
Energy is invested, is currently developing
small scale solar projects next to
electrolysers to make green hydrogen, which
can then be used in trucking.
Power Sector transition to net zero
by 2040
The International Energy Authority(IEA) Net
Zero Emissions (NZE) roadmap was produced
in 2021 and updated in 2022. It lays out a goal
of reaching net zero emissions in the global
energy sector by 2050 whilst global electricity
demand grows by 150% from today.
In the IEA modelling, wind and solar are vital
lynchpins to the NZE target, increasing to 41%
of global electricity generation by 2030 and
70% of global electricity generation in 2050.
Platform development pipeline
by region
Infratil's Renewable Energy platform
currently has a development pipeline
of over 30GW across four continents and
29 markets.
Our new Australian based renewables
development business, Mint Renewables,
was launched during the second half of
the year and is in the early stages of
establishing a pipeline in Australasia.
Source: International Energy Authority: World Energy Outlook 2022.1. Carbon capture, usage and storage
GW
0
5
10
15
20
25
30
35
40
45
FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24
Forecast
Global electricity generation (TWh)
10,000
20,000
0
30,000
40,000
50,000
60,000
70,000
80,000
2020202520302035204020452050
Net zero power
sector for OECD
+ EU
Net zero power
sector globally
Net zero emissions in the
global energy sector
Wind and solar
meet 41% of
global electricity
Oil
Europe
Solar
Other
Fossil Fuels with CCUS
1
Asia
Gas
Australasia
Nuclear
WindCoal
North America
50
Year ended 31 March20232022
Owned operating generation 1,607MW 1,583MW
Generation managed for others 1,629MW 1,873MW
Total generation developed in year 26MW 530MW
Generation under construction 1,273MW 26MW
Near term pipeline 1,218MW 1,280MW
Long-term pipeline 16.8GW 12.4GW
Employees 157 142
Infratil's aggregate investment amount NZ$539.7m NZ$279.5m
Aggregate capital returned NZ$286.3m NZ$278.1m
Infratil's cash income NZ$8.4m NZ$54.0m
Infratil book value NZ$315.8m NZ$90.5m
Fair value of Infratil's investment NZ$1,185.8m NZ$227.4m
Longroad
Energy
Infratil 37.1%
New Zealand Superannuation Fund 37.1%
Management 13.8%
MEAG 12.0%
By any measure it has been a
big year for Longroad, a year in
which it made large strides
towards its ambition of
developing an operating portfolio
of 8.5GW and achieving run-rate
operating company EBITDA of
US$500 million by 2026.
At the beginning of the year Longroad
announced a strategic shift to a primarily
“develop to own” model. Operating a scaled
platform in comparison to the flexible and
capital-lite model adopted over its first five
years allows Longroad to receive the benefits
of scale in an increasingly competitive
environment. This includes improved
purchasing power on solar panels, wind
turbines and batteries, the ability to manage
a larger development pipeline and increased
optionality across its portfolio. With this
change in operating model, also came a
change in its funding requirements from
shareholders.
Longroad has also set an ambitious goal of
developing 1.5GW of operating assets
annually, a six-fold increase in retained
operating assets that would see it owning
8.5GW of generation by the end of 2026.
To put the scale of this investment into
perspective, 8.5GW is only slightly below the
total installed generation in New Zealand. It is
estimated that over five years this level of
investment will require capital of US$8 billion,
US$1.2 billion of which will come from
Longroad shareholders.
On 1 August 2022, Longroad announced the
raise of US$500 million of equity capital. This
included the announcement that MEAG,
acting as the asset management arm for
entities of Munich Re, had agreed to invest
US$300 million to acquire a 12% stake in
Longroad. At the same time, Infratil and the
NZ Superannuation Fund each committed
to invest a further US$100 million, while
retaining a 37% stake each. The transaction
implied a pre-money valuation for Longroad
common equity of US$2,000 million.
This capital certainty has allowed Longroad
to accelerate its engineering, procurement
and construction (‘EPC’) programme.
Longroad is currently in the midst of the
largest construction programme in its history,
totalling 1.3GW across six projects in five
states of the United States of America.
The largest of these projects is Sun
Streams 3, a 285MWdc solar and
215MWac/860MWh storage project
located in Maricopa County, Arizona.
Longroad acquired Sun Streams 3 in early
2021 as part of a larger transaction that
included the 200MWdc Sun Streams 2
solar project which has been operational
since 2021 and additional projects which
are still in development.
A project of the size and scale of Sun
Streams 3 will produce enough energy to
power 90,000 American homes, while also
representing 460,000 metric tonnes of
avoided CO
2
emissions annually – the
equivalent of taking ~100,000 cars off the
road for as long as the project operates.
The next phase of Longroad’s development
plan is expected to be two further solar and
storage development projects in Arizona, Sun
Streams 4 (677MW) and Serrano (431MW).
Longroad’s success to date has been
underpinned by a clear focus on building a
strong pipeline of projects, ensuring
sufficient access to capital for forward
looking and long-dated investment, and the
ability to prioritise projects out of this pipeline
as market conditions and demand dictates.
During the 12 months from January 2022
to January 2023 Longroad increased its
development pipeline by 4.9GW to 17.8GW.
This now includes 50 active projects out to
2027 and beyond.
The benefits of having a high-quality
development pipeline of renewable projects
has never been more apparent following the
passing into law of the Inflation Reduction Act
(‘IRA’) in the United States. The potential
impact of the IRA cannot be overstated, and
it is rewriting the fundamentals of the
renewables market. The Act currently
contains US$369 billion in federal funding
directed towards clean energy and climate
funding and it is expected to double the size
of the renewable energy market in the United
States, with around 65GW in annual
renewable energy capacity deployment
needed to meet the targets outlined in
the Act.
The Act provides significant incentives for
the manufacturing and development of
renewable energy and for its supply chain to
be domestically located. This has stimulated
United States based manufacturing of critical
aspects of renewable energy including solar
panels and batteries.
Looking ahead, Longroad has ramped up
investment in its longer-term pipeline to
ensure it can continue to develop 1.5GW
per annum over the long-term. In some
markets within the United States, it can take
seven to eight years to get through the
interconnection queue (ensuring your
development project can be connected to
the grid). Longroad is now putting projects
into interconnection queues that could reach
financial close around the end of the decade.
It is this type of long-term thinking, combined
with long dated options that continues to
make the Longroad investment proposition
so compelling.
51
The 243MW El Campo wind farm, Texas
5253
ProjectLocationTechnologyMW
Sun Streams 3ArizonaSolar500MW
Milford RepowerUtahWind305MW
UmbrielTe x a sSolar202MW
FoxhoundVirginiaSolar108MW
Three CornersMaineSolar150MW
PittsfieldMaineSolar7MW
Sun Streams 4ArizonaSolar677MW
SerranoArizonaSolar431MW
Projects under construction and
significantly advanced through
pre-construction
The following projects represent the
projects that Longroad currently has
under construction and which are in
pre-construction.
Sun Streams 4 and Serrano are currently
in pre-construction and are expected
to reach FNTP in FY2024.
Longroad Energy construction
and development
Longroad currently has 1.3GW of projects
under construction with a further 1.1GW
of significant projects expected to reach
Final Notice to Proceed (FNTP) in FY2024.
Operating Assets401+MW
0MW - 200MW
201MW – 400MW
Galileo
Galileo continues to expand,
more than doubling its pipeline
over the last 12-months,
reaching just over 9GW of
dedicated projects.
In light of the Russian invasion of Ukraine,
Europe is even more determined to reach its
ambitious decarbonisation target of 55%
emissions reduction by 2030. The profound
change in energy mix will include a complete
phase-out of fossil fuels, and therefore
strongly reduce energy import dependency.
Deployment of new wind, solar and storage
capacity is the cornerstone of Europe’s
energy transition with an average annual
addition of 50GW of solar, and 35GW of wind
highlighting the targets set to achieve its
2030 goal.
To meet these targets there is strong political
and regulatory support for renewable energy
across Europe. This manifests in a substantial
investment support programme called
RepowerEU and a number of national support
schemes providing production incentives,
investment grants, soft loans and financial
backing of long-term energy supply solutions
for final customers. Moreover, governments
have started to take action against restrictive
permitting processes for renewable energy
projects, with the aim to make these
processes more predictable and much
shorter.
There is strong demand for assets at an
advanced permitting level, ready-to-build
stage projects and operational assets. All of
these stages provide attractive options for
Galileo to sell-down assets partly or fully and
to aggregate combinations of projects by
technology, country and development stage
which may allow additional value
optimisation. Galileo also expects to
construct and operate projects of particular
merit and suitability.
Galileo’s Irish wind development joint venture
received planning consent for its first 45MW
wind project last year. The venture is
currently expanding its pipeline to ~800MW
through wind and solar extensions next to
existing sites. In Italy, Galileo has several
development agreements in place, covering
solar, wind and storage with approximately
1.1GW of dedicated projects.
Together with an Italian partner, Galileo is
developing two large floating offshore wind
farms, one of which is among Italy’s most
advanced projects in this technology
segment. In Spain, Galileo has built a
well-diversified pipeline of approximately
1.5GW of projects together with a series of
Spanish partners.
A major joint venture was created two years
ago with a team of development experts
from Ireland, the UK and Sweden, covering all
three markets with onshore wind projects
and building a pipeline of over 3GW. The
co-operation is set to be extended to
Germany and the technology remit will be
enlarged to solar and battery projects across
all markets.
With a strong focus on multiple offshore wind
developments, Galileo created a dedicated
platform with senior Irish, Danish, British and
Norwegian development specialists that is
currently progressing approximately 10
large-scale projects in the UK, Ireland and
Norway.
Other important development initiatives are
located in Germany where ground-mounted
utility projects are being pursued with a
German solar PV developer from the rooftop
solar photovoltaic market for industrial and
commercial customers. Additionally, there
are three partnerships gaining traction in the
Polish renewable energy market, and one
promising early-stage development initiative
which was concluded in the solar photovoltaic
market in France at the end of 2022.
Infratil 40%
New Zealand Superannuation Fund 20%
Commonwealth Superannuation Corporation 20%
Morrison & Co Growth Infrastructure Fund 20%
Serrano (2023), 431
Milford Repower (2022), 305
Sun Streams 3 (2022), 500
Sun Streams 4 (2023), 677
Umbriel (2022), 202
Foxhound (2022), 108
Pittsfield (2022), 7
Three Corners (2022), 150
Solar
Storage
Wind
Solar + Storage
5455
Year ended 31 March20232022
Generation 1,917GWh1,760GWh
Average generation spot price 10.9c/kwh 16.6c/kwh
Generation EBITDAF (continuing) $136.7m $159.7m
Retail EBITDAF (discontinued) $3.5m $44.5m
EBITDAF $140.2m $204.2m
Capital expenditure $44.2m $46.3m
Net external debt $446.6m $739.4m
Infratil cash income $93.6m $56.7m
Fair value of Infratil's investment $795.2m $1,126.2m
Manawa
Energy
Infratil 51%
Tauranga Energy Consumer Trust 27%
Public 22%
Cobb Power Station, Nelson
Manawa Energy is now the largest
independent generation business in
New Zealand, with a geographically
diverse asset base of 26 power
schemes, generating enough
renewable energy to power close
to 270,000 average homes.
Manawa has a long and proud heritage as
a renewable energy provider, and it was
Infratil’s first investment in the sector in
1994, under its former Trustpower structure.
Today, it is completely different. A new
standalone generation business, with a new
brand, and a renewed focus on advancing
new developments and serving commercial
and industrial customers.
Manawa successfully separated from over
a quarter of a century of integrated retail
operations with the completion of the sale of
the Trustpower mass market retail business
to Mercury Energy on 1 May 2022. As part
of the sale, Manawa entered into a long-term
electricity hedge contract with Mercury
Energy. The initial hedge volume
approximated the previous Trustpower
retail customer load (2,000GWh) and will
reduce to zero over time (from 1 October
2024 to 30 September 2031).
This stepped reduction in volume gives
Manawa time to diversify its wholesale
energy sales portfolio. This is expected to
expand across all channels, including
building its commercial and industrial
customer proposition, engaging with other
retailers to provide short-term wholesale
electricity, and potentially entering into
power purchase agreements with wholesale
energy customers seeking long-term
renewable electricity supply.
The sale of its mass-market retail business
has also allowed Manawa to chart a new
course for the business, with a new strategy
centered around three key themes; to
develop new generation, to enhance existing
generation assets, and to sell electricity
through long-term customer relationships.
In line with its new strategy, one of the
focuses for this year has been to build out a
new generation pipeline from a standing
start. To date Manawa has secured more
than 900MW of prospective solar and wind
development options across the country.
It was recently announced that Manawa has
secured the rights to develop a 230MW wind
generation project in the central North Island,
between Taihape and Waiouru. ‘Project
Huriwaka’ is a well-known and highly
regarded site for a potential wind farm.
The site has a high-quality wind resource,
convenient access to transmission, good
construction characteristics and is relatively
close to significant demand for electricity.
If it proceeds, the wind development is
expected to generate around 800GWh of
electricity each year – enough to power
100,000 average New Zealand homes.
Design work on what the wind farm might
look like has not been completed, but the site
has previously been consented for around 50
wind turbines across 47 square kilometres of
privately owned rural land.
Operationally, during the year Manawa
increased its installed generation capacity
to 510MW from 498MW, and generated
1,917GWh of electricity, up from 1,760GWh
last year. Manawa’s focus on enhancing its
existing generation assets is on track to have
delivered ~80GWh per annum of volume
uplift by FY2029, of which ~30GWh a year is
already delivered.
In the current year Manawa completed
significant asset enhancement projects at its
Branch scheme (Marlborough) and Cobb
scheme (Golden Bay). Manawa
commissioned a new intake at Branch in April
2022, delivering up to an additional 10GWh
per year. This enables the scheme to use its
full consented water take and operate when
the Branch River is in flood. The project was
completed in March 2023. The second of two
replacement generators was commissioned
at Cobb in December 2022. These 12MW
generators each weighed 40 tonnes. This
project increased output by 2GWh a year and
added 4MW of capacity – enough to power
around 4,000 houses.
Three additional major reinvestment projects
at Highbank (Canterbury), Coleridge
(Canterbury) and Arnold (West Coast)
were approved during the year. At Highbank,
Manawa will complete a $30 million total
replacement of the existing 29MW turbine
and generator unit, Coleridge will get three
new turbines (each 12.5MW) and one
new generator, with a project budget of
$27 million, while significant dam
strengthening is underway at Arnold to
bring the dam up to modern standards.
As noted earlier in the report, New Zealand
was hit by a series of severe weather events
during the year which caused widespread
flooding, slips and erosion. Overall Manawa’s
sites came through the weather events well,
and its emergency preparedness procedures
and planning stood up to the test, but it is a
sharp reminder of the impacts of climate
change. The only exception was the small,
unmanned hydro scheme in Hawke’s Bay’s
Esk Valley which suffered significant damage
from Cyclone Gabrielle in January 2023. As a
result, the 3.8MW Esk scheme is expected to
be out of service for 6–12 months.
EBITDA of $137 million for the year (from
continuing operations) was down from
$160 million in the prior year. The first half of
the year was challenging, the first quarter
saw Manawa navigating low hydro flows and
high prices, while the second quarter was the
opposite with strong hydro flows and low
prices. Things settled down in the second half
of the year, and the final quarter of the year
finished strongly with solid wholesale prices
and strong generation volumes.
As the awareness and appetite for renewable
offtake agreements increases, Manawa has
stepped up the level of analysis it is able to
provide for customers. This occurs alongside
a focus on establishing key strategic
relationships with high-value customers,
including some of New Zealand’s biggest
energy users. Manawa is working towards
longer-term purchase agreements with
some of these organisations, providing both
parties with longer-term certainty and
security, which will also help to underpin new
renewable generation developments.
Customers are also increasingly wanting
reliable access to renewable electricity,
so this year Manawa signed up to the
New Zealand Energy Certificate System to
certify its renewable generation. This
certification enables customers to match the
amount of electricity they use in a year with
an equivalent amount of electricity delivered
to the national grid from one of Manawa’s
hydroelectric power stations (or in future,
wind or solar projects) that have been
certified 100% renewable.
Manawa has set itself a strong platform to
contribute as demand for renewable energy
continues to grow and the transition to a
lower emissions economy accelerates.
5657
Mint
Renewables
Gurīn
Energy
Infratil 95%
Management 5%
After more than a decade of
energy policy turmoil there is
finally considerable alignment in
Australia between the state and
federal governments who are all
striving to meet net zero targets.
The Australian Government has made a firm
commitment to drive Australia’s transition
to net zero. Australia has enshrined in law
its targets of reducing greenhouse gas
emissions by 43% from 2005 levels by 2030
and net zero by 2050. It is taking a whole-of-
government approach to drive towards those
targets, including new funding streams and
investment in underpinning infrastructure.
In 2022, the Australian Government
committed a record ~A$25 billion to
reaching emissions targets through its
Powering Australia plan, including funding
for projects that unlock opportunities for
investors in clean energy and other low-
carbon technologies.
Despite this newfound political alignment,
it remains a mammoth task to replace an
ageing coal fleet which still represents over
60% of Australia’s generation. The transition
will be achieved through renewables,
supported by substantial transmission
growth and adjacent technologies, including
battery storage and hydrogen.
In response to this challenge, Mint
Renewables (Mint) was established in late
2022 to participate in the significant
opportunity presented through Australia’s
increasing commitment to a strong
decarbonisation agenda. Infratil has
partnered with the Commonwealth
Superannuation Corporation to create Mint,
which will operate as a dedicated renewables
developer, owner and operator based in
Melbourne. An initial capital commitment
of A$300 million has been provided,
Infratil’s share being A$219 million, which is
expected to be invested over the next three
to five years.
Whilst the Australian market has a clear
agenda to decarbonise, the complexities to
build large scale projects remains an
obstacle, particularly regarding grid
infrastructure and access.
Mint’s initial focus will be on developing a
pipeline of onshore wind, solar PV and
battery storage opportunities to capitalise on
what will be a long transition pathway, one
that benefits from having investors like Infratil
that can take a long-term view. In addition,
the flexibility of Mint will ensure that it will be
able to capitalise on both development and
operating asset opportunities should they
arise as the energy transition unfolds.
To execute the strategy, Mint has assembled
a small, high quality and very experienced
team, covering governance, mergers and
acquisitions, site development, engineering,
project execution and operations. The team
reached seven members by the end of the
financial year, with further selective
capability additions expected to follow where
these will help differentiate Mint from its
competitors.
Governments continue to set
ambitious net zero and renewable
energy targets throughout Gurīn’s
key markets in Asia, for which
solar and wind technologies will
play a significant role. At the front
of the pack are Singapore,
Thailand, the Philippines and
India, with non-OECD Asia
targets ranging from 27% to 35%
of total generation by 2030,
and OECD Asia targets ranging
from 15% to 40%.
To help meet these targets, private sector
participation has been highly incentivised
through auctions, improved tariff pricing for
renewable energy projects, implementation
of supportive policies, and the introduction of
tax and non-tax incentives for qualifying
projects. In addition, global energy storage
markets are expected to grow exponentially
by 2030 in response to the demand for
increasing renewable energy. Multinational
companies are also committing themselves
to being powered by renewables. Alongside
these growth ambitions, grid constraints
continue to be a challenge across most
countries.
During the last month of the year, three
significant announcements illustrated
regional ambitions well. Indonesia and
Singapore agreed to jointly develop
renewables that could help supply the
city-state. The countries signed a
memorandum of understanding to create
a framework for commercial co-operation
on renewables, transmission infrastructure
and cross-border electricity trading.
Thailand announced a new auction for
3.66GW of renewable energy and the
Philippines Department of Energy
announced a new auction for 11,160MW
of renewable energy from 2024 to 2026.
Gurīn closed the financial year with 3.7GW of
projects under development across six
countries, and a team of 50. Included in this
pipeline is Gurīn’s bid to the Singapore
Government’s request for a proposal to
import low-carbon power into the country to
meet part of its import target of 4GW of
renewable energy by 2035. At the time of
writing the RFP is set to be the largest solar
photovoltaic and battery energy storage
system in the world.
The team continues to make good progress
on large scale solar projects in South Korea
through its development platform in Gwangju
and has built up its capabilities on the
ground. In March 2023, Gurīn also bid in the
Thai Government’s request for proposals to
acquire 5.6GW of electricity from renewable
energy sources, resulting in approvals for
long-term utility power purchase
agreements for two projects totalling
130MW. In the Philippines, Gurīn reached its
first final investment decision on a 76MW
solar project in April 2023, due to commence
construction in May 2023. A further pipeline
of 190MW of mid to late-stage solar
development projects have also been
secured.
ESG considerations remain a focus for the
team across all projects under development.
Metrics such as estimated greenhouse gas
reductions, number of local jobs created, and
number of homes powered are tracked and
reported to the Gurīn Board. Community
engagement is also essential, and the team
is on the ground, working with landowners to
ensure fair negotiations are in place.
In FY2024 Gurīn is looking to bring at least
200MW of projects to the final investment
decision stage, as well as progressing a
further 200MW of projects into advanced
development.
Infratil 73%
Commonwealth Superannuation Corporation 27%
5859
The power of
connecting with
our communities
Technology has an increasingly
important role to play in shaping
how healthcare professionals
deliver essential services, whilst
also helping practitioners remain
connected with the communities
they serve. Harnessing the power
of technology will help deliver
more efficient and equitable
outcomes across healthcare
systems globally, which are
currently both under-resourced
and under pressure. They will
also help our partners deliver
world-class radiology services
closer to patients and referrers.
We believe in investing in a
manner that has a positive impact
on communities. Our healthcare
assets are privileged positions
that deliver essential services
into the heart of the communities
they serve.
58
6061
Healthcare
Platform
Year ended 31 March20232022
Volume scans (000’s)
2,388 1,894
Sites (No. of standalone clinics) 150 147
Total patients (000’s) 1,459 1,157
Total radiologists 289 272
CT machines 79 73
MRI machines 60 54
PET-CT machines 14 14
Revenue NZ$601.2m NZ$440.6m
Operating expenses(NZ$431.3m)(NZ$316.4m)
EBITDAF NZ$169.9m NZ$124.2m
Capital expenditure NZ$46.6m
NZ$57.3m
Net external debt NZ$705.1m NZ$652.8m
Infratil book value NZ$722.0m NZ$722.2m
Qscan fair market value NZ$370.6m-
RHCNZ Medical Imaging fair market value NZ$511.6m -
Healthcare remains the ultimate
example of investing in ideas
that matter. Strong healthcare
systems are essential for
societies to function properly.
This includes the ability to deliver
socially equitable outcomes to
all patients seeking healthcare
services.
When Infratil considers investing, we start
by considering the big challenges society is
facing and how these are likely to evolve over
time. We then look to invest in businesses
that are particularly well placed to address
these challenges and we then continue to
reinvest capital and grow those businesses
over a long-term investment horizon.
We covered some of the healthcare
challenges at the time of our recent
investments in diagnostic imaging and they
are worth revisiting as they remain acutely
relevant. There is a growing societal need for
investment in healthcare driven by an ageing
population coupled with an increasing
prevalence of chronic disease. In 2022,
one in every six people in New Zealand was
aged 65+ years. In 2028, it is projected that
one in five people in the population will be
65+ years.
The pressures facing healthcare systems
globally are diverse and multifaceted.
What we know from being involved in the
healthcare sector is that the issues are
highly complex with a myriad interconnected
elements. These include workforce
challenges, technology challenges, a lack of
innovation, equity of healthcare, and many
competing interests. Health policymakers
are struggling to provide the best possible
health outcomes for populations and the
solutions to many of our health challenges
will not be found solely in public health
systems. It is clear the private sector can play
a supporting role where appropriate. Indeed,
it is by the public and private systems working
together that inefficiencies and inequalities
in health systems will be best addressed.
As an infrastructure investor there are also
characteristics that need to be present in
order for us to invest. These include the ability
to deliver essential services, stable market
structures in which to operate and the ability
to deploy follow-on capital.
Specialist medical practices such as
radiology and oncology are well suited to
investment from, and partnership with,
Infratil as they involve the delivery of essential
services, stable market structures and the
ability to deploy meaningful amounts of
capital and reinvest for growth to meet
increasing demand. Diagnostic imaging is
an essential component of the patient care
pathway and plays a critical role in
preventative health. Imaging also informs
clinical decision making by supporting
diagnosis, treatment planning, and unlocking
efficiency gains across the broader
healthcare system. Imaging requires
substantial and growing investment in highly
trained practitioners, high-tech equipment
and information technology solutions.
The elements highlighted above emphasise
why scale is important, as it delivers the
platform on which to invest and innovate.
As at 31 March 2023, Infratil’s combined
Australasian platform consisted of 150
clinics and employed over 289 radiologists.
During the year these businesses performed
over 2.3 million scans for over 1.4 million
patients.
The scale of our platform means that we can
continue to invest in the best technology,
offer the best learning and development
opportunities for our doctors and staff,
leverage a deep pool of subspeciality
expertise, and most importantly, make it
easy for our doctors to do what they do best,
which is practise medicine.
Our scale enables us to provide the best
and highest quality services to patients and
referrers, on behalf of funders including
public systems, private insurers, and patients
themselves at efficient costs. It also enables
us to work with national entities to address
equity concerns across broad population
groups.
In New Zealand, 20 District Health Boards
have been replaced by a single, centralised
organisation called Te Whatu Ora/Health
New Zealand. Te Whatu Ora will oversee all
health services, from hospital and specialist
services to primary and community care.
This will allow hospital and specialist services
to be planned and delivered equitably around
New Zealand - and ideally bring an end to the
“postcode lottery” of healthcare, in which
some patients wait longer than others or get
different treatment depending on where they
live. A new entity, the Māori Health Authority/
Te Aka Whai Ora, has also been established
to address longstanding racial inequities in
healthcare. It will work alongside Te Whatu
Ora and commission dedicated services for
Māori.
Infratil is well placed to help both Te Whatu
Ora and Te Aka Whai Ora to achieve their
core objectives through a focus on
partnerships and outcomes above solely
transactional relationships.
While Infratil’s healthcare businesses, Qscan
and RHCNZ Medical Imaging, are structurally
separate, organic synergies have emerged
across the platform. In future these will likely
include joint investment in procurement, AI, IT
systems and other emerging technologies.
This could also include an improved ability to
load share and manage out of hours
reporting with a joint teleradiology
reporting hub.
As outlined earlier in the report, new use
cases for AI are fast becoming a reality. Their
use in healthcare, and in particular radiology,
present real opportunities for Infratil’s
businesses. AI has the potential to assist
radiologists analyse scans faster - helping
save time when most practitioners are
overworked, and most hospitals are short of
doctors. One of the pre-requisites of AI is
access to large datasets of scans to enable
machine learning which is one of the benefits
of a scaled platform.
Infratil’s Australasian Healthcare Platform
New Zealand – 74 ClinicsAustralian – 76 Clinics
61
6263
The year saw a continuation
of covid-related disruption to
the healthcare system in
New Zealand, as stretched
providers struggled to keep up
with the pent-up demand for
non-covid related healthcare
services. This system ‘gridlock’
had slowed the expected and
long-running volume growth in
diagnostic imaging as visits to
general practitioners effectively
stopped or shifted online.
However, the underlying fundamentals
supporting the growth of RHCNZ Medical
Imaging Group remain unchanged, and the
health system is now showing signs of
recovery. With this backdrop, the Group
has delivered a solid financial result for the
year, with underlying scan volume growth
up 28% over the full year to 975,000, but
with faster growth in the second half of the
year. Total New Zealand revenues were up
57% to $308.6 million.
The financial result was enabled by the
Group’s expanding national coverage,
including additional capacity in 2022 in
areas including Timaru, Canterbury and
Palmerston North, all supporting a diversified
revenue stream and, more importantly,
specialised local access for patients and
referrers.
The new Timaru clinic which opened this
year is a good example of this strategy
being delivered. This clinic delivers a range
of expanded services including CT, MRI,
mammography, all forms of ultrasound and
an X-ray walk-in service. This new branch
replaces previous Timaru locations and the
addition of X-ray, MRI and CT scanning
services at this new facility is especially
important in meeting regional needs.
In terms of reach, RHCNZ is New Zealand's
largest radiology network, comprising
Auckland Radiology, Bay Radiology and
Pacific Radiology. The Group provides
specialist imaging, diagnostic and
preventative radiology services. Four times
larger than the next largest provider, it now
has 74 clinics across the country, with a
specialist team of 147 radiologists, over
1,300 staff, a full suite of diagnostic imaging
modalities and a 24/7 teleradiology service,
made possible by a UK based operation to
provide urgent radiology reading
assessments in the less hospitable times in
New Zealand.
Most importantly, the RHCNZ Group network
offers patients and referrers the widest
breadth of expertise across a full range of
sub-specialisations. Scale also allows the
RHCNZ Group to meaningfully invest in the
most advanced new technology as well as
significant investment in research and
innovation to ensure New Zealanders will
continue to receive world-class imaging
services.
The long-run industry drivers underpinning
the RHCNZ Group in New Zealand are not
dissimilar to the trends in Australia, or indeed
in most developed countries. Demographics
are changing, with an ageing and growing
population, who are by and large more health
conscious. Systemically, there is a shift
towards early diagnosis and preventative
care, especially for Māori and Pasifika
communities who are currently under-
represented in access to, and use of, these
services. There is also an increase in the need
for diagnostic imaging to support oncology
treatments, with cancer a leading cause of
mortality. Post-covid there is significant
pressure on New Zealand’s public health
system, with radiology an essential service in
identification, screening, prevention and
monitoring of patient health.
RHCNZ is very well established to respond to
these trends. Along with its scale and reach,
it has an expansive range of radiologist
expertise across all specialisations and has
become the employer of choice in the sector,
looking to attract radiologists early in their
career and building up the pipeline of talent
to prepare for future growth. RHCNZ’s highly
sought-after local and international radiology
training and fellowship programmes have
been designed to bring through a sustainable
and diverse radiology workforce, highly adept
in meeting the evolving needs of patient
healthcare.
RHCNZ is an early adopter of leading-edge
technologies and continues to invest heavily
in maintaining its technology leadership. It
has a clear growth strategy supported by
ongoing research into imaging techniques
and technology. It has a sound partnership
strategy through its referral network, through
a partnership with radiopharmaceutical
supplier Cyclotek, and has excellent
relationships with health sector stakeholders.
The New Zealand health system has been
undergoing significant reform, with a new
national health system established in July
2022. RHCNZ has positioned itself as a key
partner to Te Whatu Ora and is an integral
part of the overall system, providing greater
access to radiology services nationwide and
solving some of the challenges of patients
having to travel to undergo diagnostic
imaging.
These stakeholder relationships are no
accident. RHCNZ has worked hard to ensure
its services are able to seamlessly contribute
to better population health outcomes, and
that its work can complement and support
other critical aspects of the healthcare
eco-system. Many of its clinics are located in
or alongside private hospitals which makes it
significantly easier for referrers and patients.
With these strong relationships, the Group is
aiming to become the first choice for
referrers and for patients, by demonstrating
service delivery equity, enhanced access for
all New Zealanders, exceeding patient
expectations, and the provision of specialist
expertise. As the new national healthcare
system is implemented and the district
health board model is phased out, more
nationally driven contracts and funding
models will likely be deployed, making
partnership models and scale more critical.
As such, RHCNZ believes it is well placed to
respond to increasing competition within the
sector.
Looking ahead, the RHCNZ team expects to
see a return to pre-covid scan volume growth
rates in FY2024. The industry fundamentals
remain strong, the health system reforms are
gathering pace, and the healthcare system
and radiology referral network is continuing
its recovery from covid.
To meet this projected growth, more
capacity will be delivered across
New Zealand, in Whangārei, Hamilton,
Whanganui, Dunedin, Tauranga, Auckland
and Napier, giving the Group a complete
national footprint able to serve all
New Zealanders. This is part of a
commitment to support local and regional
communities by delivering world-class
radiology services closer to patients and
referrers.
RHCNZ Medical Imaging
Infratil 50.1%
Doctors and Management 49.9%
The new Pacific Radiology clinic in Timaru
63
6465
Qscan has continued to experience
a challenging operating environment
throughout the year, with results
also adversely impacted by an
industrywide reduction in scan
volume post-covid, while extreme
weather conditions affecting some
clinics in the early part of the year
also caused disruption. Several
clinics were closed or inaccessible
due to flooding, including a major
clinic in Brisbane which required a
complete rebuild.
Despite these challenges, Qscan has
continued to deliver exceptional services to
patients and referrers, whilst also expanding
access across its network to meet the needs
of those impacted communities. In particular,
Qscan has continued its significant
investment in IT during this period to ensure it
is best placed to take advantage of future
anticipated volume growth.
Now with 76 clinics, more than 1,200
employees, and 142 radiologists, Qscan’s
comprehensive diagnostic medical imaging
and interventional practice is continuing to
expand across Australia. From its start in
Queensland, it has steadily expanded its
footprint nationally and regionally, building
radiology and teleradiology capability with
clinics now in Queensland, New South Wales,
South Australia, ACT, Tasmania and, most
recently expanding its Western Australian
footprint.
Qscan’s expansion within the Western
Australian market this year was through its
partnership with the leading boutique
radiology group Envision Medical Imaging in
Perth. Envision is the ideal complement to
Qscan’s existing east coast clinics,
employing 23 doctors and operating across
two locations in Perth.
Despite the challenging market conditions,
Qscan has outperformed the diagnostic
imaging market as a whole over the 2023
financial year, and while impacted by flooding
in the eastern states and the industry-wide
impact of covid restrictions, year on year
growth has still shown material improvement.
With capacity continuing to grow, including
the clinic rebuild in Windsor, and expanded
MRI capacity in Young in New South Wales,
Annerley in Queensland, and Grafton in New
South Wales, underlying scan volumes grew
20% over the full year to 1,413,000.
Medicare (Government funding) provides
rebates for most diagnostic imaging services
in Australia. The industry is highly sensitive to
the structure of Medicare schedule fees and
the proportion of rebates available. A level of
inflation adjustment to these rebates was
reintroduced in June 2020, providing support
for continued stable, long-term growth.
From late February to early April 2022,
Australia’s east coast endured three intense
weather systems that led to record rains and
flooding. By the end of the first week in
March, southern Queensland and northern
New South Wales had each received more
than a year’s worth of rainfall in a week.
Qscan’s Windsor clinic was completely
flooded, with 1.5 metres of water throughout
the clinic building.
The Windsor clinic was closed following the
flooding through to early 2023, requiring a
complete rebuild. The newly rebuilt clinic
opened in January 2023 as a diagnostic
imaging Centre of Excellence in Queensland
and features state-of-the-art equipment,
including the most advanced clinical MRI
machine in the Southern Hemisphere. As
part of the rebuild Qscan has also developed
a dedicated women’s imaging area including
the latest 3D digital mammography
technology. Qscan Windsor has a long
history in South East Queensland and
therefore it was exciting for Qscan to reopen
this clinic as one of the most cutting-edge
radiology clinics in Queensland.
The macroeconomic tailwinds in Australia
are similar to New Zealand. Australia’s
population is anticipated to grow steadily
in the future at 1.6% per annum, while
Australia's population aged 85 and above
is projected to increase in number from
534,000 in 2021 to 1.28 million by 2041
– an increase of 140%. The demand drivers
for Australia, similar to New Zealand, are
primarily the increase in chronic disease,
cardiac disease, and cancer that comes
with an ageing population.
That said, as outlined above, there have
been some short-term headwinds to battle
through in recent years. The impact of
covid on the healthcare system has meant
a massive reprioritisation of healthcare
resources, and fewer general practitioner
visits, which has suppressed referrals for
scans.
Despite the external headwinds, Qscan has
made significant progress expanding its
capability and enhancing its operating model
over the last 12 months. This includes plans
to establish a new radiologist and
management leadership structure that is
locally led and centrally supported,
integrating IT across its network to develop
teleradiology potential even further,
embedding a new national and scalable
radiologist reporting platform (Intelligent
Orchestrated Workflow Solution), and
increasingly using data and insights for
decision making.
Investing heavily in doctors and in specialised
talent is also pivotal to the strategy. A
new doctor remuneration model is being
introduced by Qscan which it believes will
create stronger engagement with Qscan
doctors, improved productivity through
enhanced use of technology, and
incentivised remuneration that benefits both
doctors and clinics.
Significant opportunities exist for brownfield
expansion at a number of Qscan’s existing
sites. Qscan is continually seeking to utilise
the latest technology and state of the art
medical imaging equipment across its clinics.
The enhancements and delivery of new MRI
installations in Young in New South Wales,
Annerley and Windsor in Queensland, and
Grafton in New South Wales are good
examples of this in practice.
These enhancements provide significant
support to local and regional communities
as Qscan seeks to deliver world-class
healthcare services closer to patients and
referrers.
Qscan Group
Infratil 55.1%
Doctors and Management 33.1%
Morrison & Co Growth Infrastructure Fund 13.8%
Inside Qscan’s new state-of-the-art radiology clinic in Windsor
65
6667
Year ended 31 March20232022
Residents 5,225 5,127
Serviced apartments 552 500
Independent living apartments 3,583 3,569
Unit resales 400 489
New unit sales 32 76
Resale gain per unit A$154,666 A$135,665
New unit average value A$701,844 A$676,941
Occupancy receivable/unit A$137,914 A$132,428
Embedded resale gain/unit A$61,838 A$51,584
Underlying profit A$30.3m A$56.5m
Net profit after tax(A$7.5m) A$149.1m
Capital expenditure A$121.4m A$49.2m
Net external debtA$247.2m A$161.7m
Infratil book value NZ$410.9m NZ$417.3m
Fair value of Infratil's investment NZ$431.8m NZ$408.9m
RetireAustralia
Demand for RetireAustralia’s
retirement villages continues to be
strong with 432 sales (inclusive of
32 new units) during the year and
waitlists now in place for over 75%
of its villages.
This strong performance was delivered in a
year marked by the ongoing impacts of
covid, Australia-wide workforce shortages,
and headwinds in the construction space,
including wet weather, limited availability of
building materials and rising costs.
Positively, portfolio occupancy remained
above the industry average - 96.8%,
compared to the Australian industry average
of 90%. During FY2023, RetireAustralia lifted
unit prices in the existing portfolio by 6% on
average. Resident satisfaction also remained
favourable with 85% of residents saying they
are satisfied or very satisfied with living in
their village.
RetireAustralia maintained momentum with
its strategy of integrating care into its
retirement villages as it focuses on attracting
the growing cohort of older Australians
seeking independent living with the safety
net of a care offering. Through a combination
of its own home care services and
partnerships with select local care providers,
the business has established a continuum of
care to end of life for residents in its
established villages.
Within its development portfolio, the
business is pursuing care hubs - an innovative
model of care offering round-the-clock,
nurse-led care to residents in their own
homes, with the option to move to a higher
care environment within their community if
their needs advance beyond what can be
offered in their independent living
environment.
Importantly, as a registered home care
provider, RetireAustralia has also invested in
systems and processes, and employee
training and education to ensure it meets the
clinical quality and safety requirements
emerging from the Aged Care Royal
Commission.
RetireAustralia continued to advance its
development pipeline with the completion
of 22 independent living units at Forresters
Beach Retirement Village, 16 of which
have now settled.
Since year end, RetireAustralia has
also completed construction of 34
independent living apartments (‘ILAs’) at
The Rise Wood Glen on the NSW Central
Coast, with 14 now settled.
During the year construction started on
42 ILAs at Tarragal Glen on the NSW Central
Coast, and 62 ILAs and a 10-bed care hub
in Stage 3 of The Verge in Queensland.
Completion of The Verge Stages 2 and 3 are
expected in FY2024 and The Tarragal Glen
project in FY2025.
Construction is also due to complete on a
further 92 ILAs at The Green, Tarragindi in
Brisbane.
Looking ahead to FY2024, these
developments underpin total forecast sales
of between 520 and 560 units, including
between 150 to 185 new units, with a high
volume of units already deposited. The
business is also on track to achieve a
development run rate of 200+ new units
per annum over the coming three financial
years, given its current pipeline.
During FY2023 RetireAustralia also
extended its development pipeline with the
purchase of a site adjacent to its Cleveland
Manor Retirement Village in Queensland.
The business is planning to build 146 ILAs
and a 10-bed care hub on this site.
Infratil 50%
New Zealand Superannuation Fund 50%
Construction at The Green, Tarragindi, a 92-apartment
retirement village in Brisbane
67
6869
Year ended 31 March20232022
Passengers Domestic 4,690,238 3,480,581
Passengers International 562,927 48,667
Aeronautical income $ 7 7. 3 m $54.3m
Passenger services income $38.1m $22.3m
Property/other income $15.7m $13.8m
Operating costs($41.5m)($33.6m)
EBITDAF $89.6m $56.8m
Net profit/(loss) after tax $25.1m $3.0m
Capital expenditure $69.7m $17.8m
Net external debt $582.0m $584.5m
Infratil cash income - -
Infratil book value $667.4m $580.0m
Wellington
Airport
Infratil 66%
Wellington City Council 34%
After a period of covid turbulence,
the last 12 months have seen
Wellington Airport not only continue
its recovery but also resume
planning to accommodate future
growth.
The significant impact of the covid pandemic
on travel demand is well known and
Wellington Airport was not immune. That
said, the early actions it took to ensure the
resilience of the business meant it has
positioned itself well for the inevitable
recovery of travel demand.
With international borders now fully
re-opened, major events taking place, and
the terminal bustling once again, recovery
is well on its way. Trans-Tasman travel
recommenced starting with Air New Zealand
the day before the start of the financial year
on 31 March 2022, followed by Qantas in
May 2022, and Jetstar and Fiji Airways in
June 2022.
While Singapore Airlines and Virgin Australia
have not yet returned to Wellington,
momentum is building and both Jetstar and
Fiji Airways have increased their international
flights over winter.
In its first full year of travel without covid
restrictions since the start of the pandemic,
Wellington Airport hosted 5.26 million
passengers, with 4.7 million domestic
passengers and 560,000 international
passengers passing through its terminals.
While passenger numbers have yet to fully
return to pre-covid levels, domestic numbers
were at 90% of pre-pandemic levels, while
international numbers were up to 76% at
31 March 2023.
This helped drive an improved financial result
from the previous year, with EBITDA up 57.6%
to $89.6 million, reflecting a solid recovery
across all revenue lines and in line with the
growth in passenger numbers.
Wellington Airport has used the downturn in
demand to invest in resilience and prepare its
business for the expected growth over the
longer term, as part of its 2040 Masterplan.
In June, the Airport’s designation for Airport
Purposes over the southern part of Miramar
Golf course was confirmed by the
Environment Court. This means the Airport
has secured development rights to expand
onto the southern half of the Miramar Golf
Course. This provides vital space needed to
meet the demands of Wellington’s population
growth and new, lower emissions aircraft
technology. This expansion will happen
incrementally over time as required, and
eventually will include a new international
terminal and increased space for aircraft
parking.
In addition, the airport has continued to invest
in attracting new airlines and new routes
to better connect Wellington to the rest of
New Zealand and to the world.
The extreme weather events experienced
in 2023 in parts of New Zealand highlighted
the importance of resilient infrastructure.
Wellington Airport has been upgrading a
range of infrastructure this year, including
the major apron taxiway, along with a new
stormwater management system and airfield
lighting. Resilience work is also underway on
sea walls and breakwater infrastructure.
This investment has not come at the expense
of passenger experience - with 98% of
passengers over the year rating the Airport
Good, Very Good or Excellent in surveys. It
has been a privilege for the Airport to
welcome more travellers back, and that
welcome has included new check-in and
boarding technology, new food and beverage
options, and having its ambassadors on-site
seven days a week.
This investment in growth is supported by
secure long-term funding. Along with
prudent expenditure management, the year
saw the issuance of $75 million in retail
bonds, the ninth retail bond issue for the
Airport. It also converted $100 million of
bank finance into its inaugural sustainability
linked lending. This creates incentives by
aligning interest rates with agreed
sustainability targets.
Growth is important to Wellington as a region
and to the Airport, but it must be sustainable.
Wellington Airport made some excellent
progress over the year towards its
sustainability goals of reaching net zero
emissions by 2030 and absolute zero by
2050. As a consequence, it was rated an
incredible third in the world for airport
sustainability by GRESB, a global organisation
that independently benchmarks ESG
performance.
To enable more sustainable transit to and
from the Airport, the year saw the launch of
a new electric bus service. In July 2022, the
Airport Express commenced service, along
with an electric bus charging facility, as well
as a partnership with GWRC to develop a
new bus terminal which has overnight bus
charging capabilities and driver amenities.
In addition, the Airport joined the new
Industry Advisory Board for Heart Aerospace
to support the development of sustainable
aviation technologies and worked closely
with aviation partners on Sustainable Aviation
Fuel as the industry responds to climate
change imperatives.
Wellington Airport is extremely proud to have
achieved its goal of zero harm to health and
safety for the year across its operations. Like
others in the aviation sector, Wellington
Airport faces intense competition for talent.
This year it held its first job fair, attracting
over 600 people and resulting in 70 roles
being filled. The Airport’s reputation as an
employer helped, and is demonstrated
through its staff benefits, its commitment
to diversity and inclusion, and its investment
in developing people.
Other projects on the horizon include an
upgrade of the international arrivals hall to
manage peaks, baggage handling
enhancements, a multi-level terminal retail
development, the completion of a new
Airport Fire Station and a new Aviation
Ground Services building.
Financially, in the short-term some lighter
turbulence is expected, as airline capacity
ramps up to meet demand following the
operational adjustments needed during the
peak of the pandemic, and as inflation and
cost of living pressures suppress
discretionary spending. That said, the
Airport is well positioned. Its underlying
fundamentals are strong, its commercial
and operational performance is proven,
its sustainability goals are on track and
consultation with airlines on pricing for
FY2025-2029 will shortly commence.
70
EBITDAF
Domestic Passengers
International Passengers
EBITDAF & Passengers
In the decade to FY2020, passengers rose
stably at 2% per year and earnings 4%. The
restrictions on movement and travel that
were put in place to prevent the spread
of covid clearly had a huge impact on
passenger numbers. Earnings are
expected to reach FY2020 levels in the
year ahead (FY2024), while passenger
numbers are expected to continue
growing sustainably, returning to pre-covid
levels by mid-decade.
Passengers & Routes
In the last 12 months Wellington Airport
welcomed over 5.2 million travellers, an
increase from just 3.5 million in FY2022.
Domestic travel is approaching normal
with around 4.7 million domestic
passengers using the airport during the
year and most domestic routes have
now reopened.
It was a steady rebuild for international
travel with Air New Zealand resuming
regular international flights on 31 March
2022, followed by Qantas in May 2022 and
then Jetstar and Fiji Airways in June 2022.
Singapore Airlines and Virgin Australia
have not yet returned to Wellington.
$0
$140
$120
$100
$80
$60
$40
$20
Millions
7
6
5
4
3
2
1
0
Millions
2023201420152016201720182019202020212022
International PassengersEBITDAFDomestic Passengers
Fiji
Chatham Islands
2-4 per week
7-8 per week
3-5 per week
21-24 per week
12-14 per week
Melbourne
Brisbane
Wellington
Invercargill
Queenstown
Dunedin
Timaru
Christchurch
Westport
Tākaka
Nelson
Picton
Blenheim
Auckalnd
Tauranga
Gisborne
Napier
Taupō
Rotorua
Hamilton
New Plymouth
Gold Coast
Sydney
71
7273
73
Financial
Statements
Contents
Consolidated Statement
of Comprehensive Income
74
Consolidated Statement
of Financial Position
75
Consolidated Statement
of Cash Flows
76
Consolidated Statement
of Changes in Equity
77
Notes to the Financial
Statements
79
Corporate Governance140
Directory 154
72
7475
Consolidated Statement
of Comprehensive Income
For the year ended 31 March 2023
Consolidated Statement
of Financial Position
As at 31 March 2023
The accompanying notes form part of these consolidated financial statements.The accompanying notes form part of these consolidated financial statements.
Alison Gerry Anne Urlwin
Director Director
Notes
2023
$Millions
2022
$Millions
(Restated)
Operating revenue11 1,191.7 1 , 0 2 7. 2
Dividends
-
1.7
Total revenue
1,191.7
1,028.9
Share of earnings of associate companies6 653.4 268.5
Total income1,845.1 1,297.4
Depreciation14,16102.5 8 4.6
Amortisation of intangibles18 5.1 6.8
Employee benefits374.9 275.3
Operating expenses12 666.5 724.9
Total operating expenditure1,149.0 1,091.6
Operating surplus before financing, derivatives, realisations and impairments696.1 205.8
Net gain on foreign exchange and derivatives91.9 68.0
Net realisations, revaluations and impairments( 1 7. 1 )14.2
Interest income22.0 6.4
Interest expense188.8 165.9
Net financing expense166.8 159.5
Net surplus before taxation604.1 128.5
Ta xati o n ex p e n s e13 42.5 22.6
Net surplus for the year from continuing operations561.6 105.9
Net surplus from discontinued operations after tax10 330.1 1,125.8
Net surplus for the year891.7 1,231.7
Net surplus attributable to owners of the Company643.1 1,169.3
Net surplus attributable to non-controlling interests248.6 62.4
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 65.4 83.6
Share of associates other comprehensive income2 7. 7 19.5
Net change in fair value of equity investments at fair value through other comprehensive income(2.3)14.8
Realisations on disposal of equity investments at FVOCI - 5.6
Income tax effect of the above items(5.3)(20.2)
Items that may subsequently be reclassified to profit and loss:
Differences arising on translation of foreign operations(3.6)(30.7)
Realisations on disposal of subsidiary, reclassified to profit and loss - (4 4 4.4)
Effective portion of changes in fair value of cash flow hedges6.8 (53.6)
Income tax effect of the above items(1.9)21.2
Total other comprehensive income/(loss) after tax86.8 (404.2)
Total comprehensive income/(loss) for the year978.5 8 2 7. 5
Total comprehensive income for the year attributable to owners of the Company710.1 1,191.7
Total comprehensive income for the year attributable to non-controlling interests268.4 (36 4.2)
Earnings per share
Basic and diluted (cents per share) from continuing operations4 43.2 6.0
Basic and diluted (cents per share)4 88.8 161.7
Notes
2023
$Millions
2022
$Millions
Cash and cash equivalents23.1 7 74.5 851.0
Trade and other accounts receivable and prepayments23.1 148.9 1 0 7. 5
Electricity market security deposits45.8 64.8
Derivative financial instruments23.4 25.3 65.3
Inventories2.3 2.0
Income tax receivable9.1 12.3
Assets held for sale10 169.8 194.8
Current assets1,175.7 1,297.7
Trade and other accounts receivable and prepayments23.1 16.4 8.6
Property, plant and equipment14 3,560.1 3,401.1
Investment properties15 132.2 279.3
Right of use assets16.1 161.2 159.2
Derivative financial instruments23.4 2 0 7. 4 80.9
Intangible assets18 128.7 121.3
Goodwill 17 1,846.1 1,807.2
Investments in associates6 2,388.9 2,125.9
Shareholder loans to associates6 429.6 469.4
Other investments7 142.6 101.2
Non-current assets9,013.1 8,554.1
Total assets10,188.8 9,851.8
Accounts payable, accruals and other liabilities361.9 4 45.9
Interest bearing loans and borrowings19 494.6 215.5
Lease liabilities16.2 19.0 22.7
Derivative financial instruments23.4 3 7. 0 48.3
Income tax payable5.7 9.4
Infratil Infrastructure bonds20 122.0 193.5
Manawa Energy bonds21 - 1 2 7. 7
Wellington International Airport bonds22 75.0 -
Liabilities directly associated with the assets held for sale10 70.1 50.9
Total current liabilities1,185.3 1,113.9
Interest bearing loans and borrowings19 305.3 851.7
Accounts payable, accruals and other liabilities177.9 151.3
Lease liabilities16.2 189.2 226.6
Deferred tax liability13.3 253.7 2 5 7. 4
Derivative financial instruments23.4 80.0 70.5
Infratil Infrastructure bonds20 9 5 7. 4 963.1
Perpetual Infratil Infrastructure bonds20 231.9 231.9
Manawa Energy bonds21 372.0 223.0
Wellington International Airport bonds and senior notes22 625.4 621.7
Non-current liabilities3,192.8 3,597.2
Attributable to owners of the Company4,208.1 3,713.9
Non-controlling interest in subsidiaries1,602.6 1,426.8
Total equity5,810.7 5,140.7
Total equity and liabilities10,188.8 9,851.8
Net tangible assets per share ($ per share)4.24 3.61
Approved on behalf of the Board on 20 May 2023
7677
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2023
Consolidated Statement
of Cash Flows
For the year ended 31 March 2023
The accompanying notes form part of these consolidated financial statements.The accompanying notes form part of these consolidated financial statements.
Notes
2023
$Millions
2022
$Millions
Cash flows from operating activities
Cash was provided from:
Receipts from customers1,180.1 1,585.5
Distributions received from associates1 6 7. 7 61.2
Other dividends0.6 2.1
Interest received21.0 6.9
1,369.4 1,655.7
Cash was disbursed to:
Payments to suppliers and employees(1,173.5)(1,36 4.0)
Interest paid(139.7)( 1 5 7. 4 )
Taxation paid( 4 7. 4 )(51.5)
(1,360.6)(1,572.9)
Net cash inflow from operating activities25 8.8 82.8
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of associates - -
Capital returned from associates74 8.4 43.3
Proceeds of Shareholder (loan)0.8 -
Proceeds from sale of subsidiaries (net of cash sold)0.7 1,654.5
Proceeds from the sale of the Trustpower Retail business462.5 -
Proceeds from sale of property, plant and equipment0.8 0.1
Proceeds from sale of investment property0.2 0.2
Proceeds from sale of investments0.2 4 4.3
Return of security deposits158.6 189.2
1,372.2 1,931.6
Cash was disbursed to:
Purchase of investments(566.4)(313.1)
Proceeds to shareholder (loan) - (0.4)
Lodgement of security deposits(141.4)(172.4)
Purchase of intangible assets(2.7)(6.1)
Interest capitalised on construction of fixed assets - -
Purchase of shares in subsidiaries, net of cash acquired(39.2)(1,159.4)
Purchase of investment properties - -
Purchase of property, plant and equipment( 1 3 7. 4 )(115.6)
( 8 8 7. 1 )( 1 , 7 6 7. 0 )
Net cash inflow / (outflow) from investing activities485.1 16 4.6
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares - 8.3
Proceeds from issue of shares to non-controlling interests10.4 372.9
Bank borrowings88.6 1,023.8
Issue of bonds290.9 2 2 7. 4
389.9 1,632.4
Cash was disbursed to:
Repayment of bank debt(359.5)(1,018.7)
Repayment of lease liabilities(26.9)(26.1)
Loan establishment costs(8.6)( 7. 3 )
Repayment of bonds(271.5)(251.9)
Infrastructure bond issue expenses(25.8)(2.2)
Share buyback - -
Shares acquired from non-controlling shareholders in subsidiary companies(10.0)(6.7)
Dividends paid to non-controlling shareholders in subsidiary companies(1 2 2.4)(66.7)
Dividends paid to owners of the Company3 (135.7)(130.1)
(960.4)(1,509.7)
Net cash inflow / (outflow) from financing activities(570.5)122.7
Net increase / (decrease) in cash and cash equivalents(76.6)370.1
Foreign exchange gains / (losses) on cash and cash equivalents - (4.3)
Cash and cash equivalents at beginning of the year851.0 133.8
Cash balances on acquisition0.1 9.8
Adjustment for cash classified as assets held for sale10 - 3 41.6
Cash and cash equivalents at end of the year7 74.5 851.0
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 20221 , 0 5 7. 3 576.9 (1.3)53.8 2 , 0 2 7. 2 3,713.9 1,426.8 5,140.7
Net surplus/(deficit) for the year - - - - 643.1 643.1 248.6 891.7
Other comprehensive income, after tax
Differences arising on translation of foreign
operations
- - (6.8) - - (6.8)3.0 (3.8)
Items reclassified to profit and loss on disposal
of subsidiaries
- - - - - - - -
Net change in fair value of equity investments
at FVOCI
- - - (2.3) - (2.3) - (2.3)
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
- - - 3.3 - 3.3 1.8 5.1
Fair value movements in relation to the executive
share scheme
- - - - - - - -
Fair value change of property, plant & equipment
recognised in equity - 45.1 - - - 45.1 15.0 60.1
Share of associates other comprehensive income - - - 2 7. 7 - 2 7. 7 - 2 7. 7
Total other comprehensive income - 45.1 (6.8)28.7 - 6 7. 019.8 86.8
Total comprehensive income for the year - 45.1 (6.8)28.7643.1 710.1268.4 978.5
Contributions by and distributions to non-
controlling interest
Distribution to outside equity interest in associates - - - ( 74.6) - ( 74.6) - ( 74.6)
Non-controlling interest arising on acquisition of
subsidiary
- - - - - - 13.5 13.5
Issue of shares to non-controlling interests - - - (4.5) - (4.5)1 7. 3 12.8
Issue/(acquisition) of shares held by outside equity
interest - - - (1.1) - (1.1)(1.0)(2.1)
Total contributions by and distributions to non-
controlling interest
- - - (80.2) - (80.2)29.8 (50.4)
Contributions by and distributions to owners
Shares issued - - - - - - - -
Share buyback - - - - - - - -
Shares issued under dividend reinvestment plan - - - - - - - -
Conversion of executive redeemable shares - - - - - - - -
Dividends to equity holders - - - - (135.7)(135.7)(1 2 2.4)(258.1)
Total contributions by and distributions to owners - - - - (135.7)(135.7)(1 2 2.4)(258.1)
Balance at 31 March 20231,057.3 622.0 (8.1)2.3 2,534.6 4,208.1 1,602.6 5,810.7
7879
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 7 6 7. 3 28.2 6 4.0 735.5 2,6 4 4.0 1,4 45.2 4,089.2
Net surplus 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)(4 4 4.4)
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 (36 4.2)8 2 7. 5
Contributions by and distributions to non-
controlling interest
Non-controlling interest arising on acquisition of
subsidiary - - - - - - 401.6 401.6
Issue of shares to non-controlling interests - - - - - - 10.8 10.8
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
Share issued - - - - - - - -
Share buyback - - - - - - - -
Shares issued under the dividend reinvestment plan8.3 - - - - 8.3 - 8.3
Dividends to equity holders - - - - (130.1)(130.1)(66.6)(196.7)
Total contributions by and distributions to owners8.3 - - - (130.1)(1 21.8)(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
The accompanying notes form part of these consolidated financial statements.
Notes to the
Financial Statements
For the year ended 31 March 2023
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).
Restatement of Electricity Revenue
Following the sale of the Trustpower Retail business, Manawa Energy has
restated the presentation of revenue from electricity sold into the
wholesale electricity market. This is now presented gross (previously this
revenue was presented net with the cost of electricity purchased from the
wholesale market) in the 31 March 2023 and 31 March 2022 financial
statements. This presentation resulted in a $168.3 million increase in
operating revenue and operating expenses at 31 March 2022 and has no
impact on the net surplus or statement of financial position. This
presentation also results in a $168.3 million increase in receipts from
customers and payments to suppliers and employees in the cash flow
statement, with no impact on net cash from operating activities. Note 11
Revenue and Note 12 Operating Expenses have been updated to reflect
the restatements.
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.
8081
D Property, plant and equipment
Property, plant and equipment (‘PPE’) is recorded at cost less
accumulated depreciation and impairment losses, or at fair value less
accumulated depreciation and impairment losses. Where property, plant
and equipment is recorded at fair value, valuations are undertaken on a
systematic basis. No individual asset is included at an independent
external valuation undertaken more than five years previously. PPE that is
revalued, is revalued to its fair value determined by an independent valuer
or by the Directors with reference to independent experts, in accordance
with NZ IAS 16 Property, Plant and Equipment. Where the assets are of a
specialised nature and do not have observable market values in their
existing use, depreciated replacement cost is used as the basis of the
valuation. Depreciated replacement cost measures net current value as
the most efficient, lowest cost which would replace existing assets and
offer the same amount of utility in their present use. For non-specialised
assets where there is no observable market an income-based approach
is used.
Land, buildings, vehicles, plant and equipment, leasehold improvements
and civil works are measured at fair value or cost.
Renewable generation assets are shown at fair value, based on periodic
valuations by independent external valuers or by Directors with reference
to independent experts, less subsequent depreciation.
Depreciation is provided on a straight line basis and the major depreciation
periods (in years) are:
Buildings and civil works 2-1 2 0
Vehicles, plant and equipment1- 4 0
Renewable generation 1 2-20 0
Office and IT equipment2-5 years
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
Goodwill
The carrying value of goodwill is subject to an annual impairment test to
ensure the carrying value does not exceed the recoverable amount at
balance date. For the purpose of impairment testing, goodwill is allocated
to the individual cash-generating units to which it relates. Any impairment
losses are recognised in the statement of comprehensive income. In
determining the recoverable amount of goodwill, fair value is assessed,
including the use of valuation models to calculate the present value of
expected future cash flows of the cash-generating units, and where
available with reference to listed prices.
Intangible 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: 1 - 20 years
• Customer contracts: 1-5 years
• Radio spectrum licences: 15 - 20 years
• Fibre capacity agreements: 15 - 20 years
• Indefeasible rights of use: 25 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 and included in intangible assets.
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.
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.
8283
N Revenue recognition
Revenue is measured based on the consideration specified in a contract
with a customer. A description of the nature and timing of the various
performance obligations in the Group’s contracts with customers and
when revenue is recognised is outlined at Note 11 (Revenue).
Interest revenues are recognised as accrued, taking into account the
effective yield of the financial asset. Revenue from services is recognised
in the profit or loss over the period of service. Dividend income is
recognised when the right to receive the payment is established.
O Borrowings
Borrowings are recorded initially at fair value, net of transaction costs.
Subsequent to initial recognition, borrowings are measured at amortised
cost with any difference between the initial recognised amount and the
redemption value being recognised in profit or loss over the period of the
borrowing using the effective interest rate. Bond and bank debt issue
expenses, fees and other costs incurred in arranging finance are
capitalised and amortised over the term of the relevant debt instrument or
debt facility.
P Discontinued operations
Classification as a discontinued operation occurs on disposal, or when the
operation meets the criteria to be classified as a non-current asset or
disposal group held for sale (see paragraph (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, Manawa
Energy, Mint 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 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.
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)
20232022
Total authorised and issued shares
at the beginning of the year723,983,582 722,952,533
Movements during the year:
New shares issued - -
New shares issued under dividend
reinvestment plan - 1,031,049
Treasury stock reissued under
dividend reinvestment plan - -
Share buyback - -
Total authorised and issued
shares at the end of the year723,983,582 723,983,582
All fully paid ordinary shares have equal voting rights and share equally in
dividends and equity. At 31 March 2023 the Group held 1,662,617 shares
as Treasury Stock (31 March 2022: 1,662,617).
Dividends paid on ordinary shares
2023
Cents per
share
2022
Cents per
share
2023
$Millions
2022
$Millions
Final dividend prior year12.00 11.50 86.8 83.0
Interim dividend
current year6.75 6.50 48.9 4 7. 1
Dividends paid on
ordinary shares18.75 18.00 135.7 130.1
4 Earnings per share
2023
$Millions
2022
$Millions
Net surplus from continuing operations
attributable to ordinary shareholders 313.0 43.5
Basic and diluted earnings per share (cps) from
continuing operations43.2 6.0
Net surplus attributable to ordinary
shareholders 643.1 1,169.3
Basic and diluted earnings per share (cps)88.8 161.7
Weighted average number of ordinary shares
Issued ordinary shares at 1 April 724.0 723.0
Effect of new shares issued - -
Effect of new shares issued under dividend
reinvestment plan
- 0.3
Effect of Treasury stock reissued under
dividend reinvestment plan
- -
Effect of shares bought back - -
Weighted average number of ordinary shares
at end of year 724.0 723.3
8485
5 Operating segments
Manawa Energy, Gurīn Energy and Mint Renewables are renewable generation investments, Wellington International Airport is an airport investment and
Qscan Group and RHC NZ Medical Imaging 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, One New Zealand, RetireAustralia, Longroad Energy, Kao Data, Galileo and
Fortysouth. Further information on these investments is outlined in Note 6. The Group’s investment in the Trustpower Retail business, which was
previously part of Manawa Energy, is treated as a Discontinued Operation at 31 March 2023 and held for sale at 31 March 2022. The Group’s investment
in the Trustpower Retail business and Tilt Renewables 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 Manawa Energy.
Manawa
Energy
New
Zealand
$Millions
Mint
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
To t a l
$Millions
For the year ended 31 March 2023
Total revenue482.2 - 139.8 601.2 0.7 - 1 4 7. 8 (5 4.0)1 , 3 1 7. 7
Share of earnings of associate
companies
- - - - - 653.4 - - 653.4
Inter-segment revenue - - - - - - (1 26.0) - (1 26.0)
Total income482.2 - 139.8 601.2 0.7 653.421.8 (5 4.0)1,845.1
Operating expenses (excluding
depreciation and amortisation)
(3 42.0)(2.0)(50.2)(431.3)( 1 7. 1 )-(1 23.3)(75.5)(1,0 41.4)
Interest income0.7 - 2.0 0.8 - - 18.5 - 22.0
Interest expense(25.7) - (28.3)(58.9)(0.1) - (75.6)(0.2)(188.8)
Depreciation and amortisation(23.5) - (28.7)(56.8)(0.4) - - 1.8 ( 1 0 7. 6 )
Net gain/(loss) on foreign exchange
and derivatives
62.9 - - 3.3 0.1 - 25.7 (0.1)91.9
Net realisations, revaluations and
impairments
329.3 - (3.1)0.3 - - (14.4)(329.2)( 1 7. 1 )
Ta xati o n ex p e n s e(39.6) - (6.3)(14.4) - - 17.4 0.4 (42.5)
Net surplus/(loss) for the year444.3 (2.0)25.2 4 4.2 (16.8)653.4(1 29.9)(4 56.8)561.6
Net surplus/(loss) attributable to
owners of the company
224.8 (1.5)16.6 22.3 (15.9)653.4(1 29.9)(295.4)474.4
Net surplus/(loss) attributable to
non-controlling interests
219.5 (0.5)8.6 21.9 (0.9) - - (161.4)8 7. 2
Current assets1 3 7. 6 4.2 14 4.8 85.0 26.7 - 6 0 7. 7 169.7 1,175.7
Non-current assets1,965.8 0.4 1,660.0 2,33 4.6 2.8 2,818.4 504.9 (273.8)9,013.1
Current liabilities156.4 0.4 108.1 554.226.0 - 2 9 7. 7 42.5 1,185.3
Non-current liabilities678.1 - 823.3 479.70.3 - 1 , 4 2 7. 7 (216.3)3,192.8
Net assets1,268.9 4.2 873.4 1,385.7 3.2 2,818.4 (612.8)69.7 5,810.7
Non-controlling interest percentage 48.9% 2 7. 0 % 3 4.0% 4 7. 4 % 5.0%
Capital expenditure and
investment4 4.2 - 69.7 62.8 2.9 532.5 24.2 - 736.3
Manawa
Energy
New
Zealand
$Millions
Tilt
Renewables
Australasia
$Millions
Wellington
International
Airport
New Zealand
$Millions
Diagnostic
Imaging
Australia
$Millions
Gurīn
Energy
Asia
$Millions
Associates
$Millions
All other
segments
and
corporate
New
Zealand
$Millions
Eliminations &
discontinued
operations
$Millions
To t a l
$Millions
For the year ended 31 March 2022
Total revenue1 , 1 8 7. 8 60.0 95.6 4 40.5 - - 8 7. 4 (759.0)1,112.3
Share of earnings of associate
companies
- - - - - 268.5 - - 268.5
Inter-segment revenue - - - - - - (72.8)(10.6)(83.4)
Total income1 , 1 8 7. 8 60.0 95.6 4 40.5 - 268.5 14.6 (769.6)1 , 2 9 7. 4
Operating expenses (excluding
Depreciation and amortisation)(983.2)( 4 7. 9 )(39.1)(341.3)(6.3) - (222.7)6 40.3 (1,000.2)
Interest income0.4 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( 4 7. 4 )(19.5)(30.5)(4 0.4)(0.1) - - 46.5 (91.4)
Net gain/(loss) on foreign exchange
and derivatives
42.9 (12.7)(1.1)9.2 - - 1 7. 0 12.7 68.0
Net realisations, revaluations and
impairments
- - 6.5 0.1 - - 1,14 4.4 (1,136.8)14.2
Ta xati o n ex p e n s e(50.6)3.8 (2.5)(14.5) - - 40.3 0.9 (2 2.6)
Net surplus/(loss) for the year119.7 (2 2.6)3.0 19.2 (6.5)268.5 923.1 (1,198.5)105.9
Net surplus/(loss) attributable to
owners of the company
59.8 (14.8)2.0 9.6 (6.2)268.5 923.1 (1,198.5)43.5
Net surplus/(loss) attributable to
non-controlling interests
59.9 ( 7. 8 )1.0 9.6 (0.3) - - -62.4
Current assets 300.0 - 55.9 74.1 3.6 - 780.3 83.8 1 , 2 9 7. 7
Non-current assets 1,951.2 - 1 , 474.7 2,250.2 0.5 2,595.2 425.7 (14 3.4)8,554.1
Current liabilities 452.8 - 17.9 133.8 2.3 - 471.5 35.6 1,113.9
Non-current liabilities 755.8 - 762.2 821.0 - - 1,401.6 (14 3.4)3 , 5 9 7. 2
Net assets1,042.6 - 750.5 1,369.5 1.8 2,595.2 ( 6 6 7. 1 )48.2 5,140.7
Non-controlling interest percentage 49.0% 34.9% 3 4.0% 46.8% 5.0%
Capital expenditure and investments 46.3 33.7 19.6 4 33.7 8.3 307.9 - (33.7)815.8
8687
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 Trustpower’s
Retail business was classified as a Discontinued Operations as at 31 March 2023 and held for sale at 31 March 2022. The Group’s investment in
Trustpower’s Retail business and Tilt Renewables are treated as a Discontinued Operation as at 31 March 2022.
New Zealand
$Millions
Australia
$Millions
Asia
$Millions
United States
$Millions
United
Kingdom &
Europe
$Millions
Eliminations &
discontinued
operations
$Millions
To t a l
$Millions
For the year ended 31 March 2023
Total revenue1,078.4 292.5 0.7 - - (5 4.0)1 , 3 1 7. 6
Share of earnings of associate companies199.1 4 0 7. 7 - 3 7. 5 9.1 - 653.4
Inter-segment revenue(1 25.9) - - - - - (1 25.9)
Total income1,151.6 700.2 0.7 3 7. 5 9.1 (5 4.0)1,845.1
Operating expenses (excluding Depreciation
and amortisation)(8 41.5)(233.3)( 1 7. 1 ) - - 50.5 (1,0 41.4)
Interest income21.7 0.3 - - - - 22.0
Interest expense(165.5)(23.0)(0.1) - - (0.2)(188.8)
Depreciation and amortisation(75.5)(33.5)(0.4) - - 1.8 ( 1 0 7. 6 )
Net gain/(loss) on foreign exchange and derivatives91.9 - 0.1 - - (0.1)91.9
Net realisations, revaluations and impairments312.1 - - - - (329.2)( 1 7. 1 )
Ta xati o n ex p e n s e(41.3)(1.7) - - - 0.5 (42.5)
Net surplus/(loss) for the year453.5 409.0 (16.8)3 7. 5 9.1 (330.7)561.6
Current assets931.5 4 7. 3 26.7 - - 170.2 1,175.7
Non-current assets5,671.12,759.5 2.8 4 41.1 308.8 (170.2)9,013.1
Current liabilities1,019.270.0 26.0 - - 70.1 1,185.3
Non-current liabilities3,041.03 6 7. 8 0.3 - - (216.3)3,192.8
Net assets2,542.4 2,369.0 3.2 4 41.1 308.8 146.2 5,810.7
Capital expenditure and investments355.9 4 7. 6 2.9 266.4 63.5 -736.3
New Zealand
$Millions
Australia
$Millions
Asia
$Millions
United States
$Millions
United
Kingdom &
Europe
$Millions
Eliminations &
discontinued
operations
$Millions
To t a l
$Millions
For the year ended 31 March 2022
Total revenue1,613.8 2 5 7. 7 - - - (759.0)1,112.5
Share of earnings of associate companies10.3 2 3 7. 1 - 2 7. 7 (6.6) - 268.5
Inter-segment revenue(72.8) - - - - (10.6)(83.4)
Total income1,551.3 494.8 - 2 7. 7 (6.6)(769.6)1 , 2 9 7. 6
Operating expenses (excluding Depreciation
and amortisation)(1,4 82.0)(214.5)(6.3) - - 702.4 (1,000.4)
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)(3 4.8)(0.1) - - 46.5 (91.4)
Net gain/(loss) on foreign exchange and derivatives68.7 (13.4) - - - 12.7 68.0
Net realisations, revaluations and impairments1,176.8 (25.9) - - - (1,136.7)14.2
Ta xati o n ex p e n s e(33.1)9.6 - - - 0.9 (2 2.6)
Net surplus/(loss) for the year1,035.2 192.2 (6.5)2 7. 7 (6.6)(1,136.1)105.9
Current assets1,197.5 16.0 3.6 - - 80.6 1 , 2 9 7. 7
Non-current assets6,359.2 1,868.1 0.5 183.5 223.0 (80.2)8,554.1
Current liabilities1,055.5 2 7. 1 2.3 - - 29.0 1,113.9
Non-current liabilities3,689.3 51.3 - - - (14 3.4)3 , 5 9 7. 2
Net assets2,811.9 1,805.7 1.8 183.5 223.0 114.8 5,140.7
Capital expenditure and investments474.8 76.0 8.3 58.7 231.7 (33.7)815.8
8889
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.
2023
$Millions
2022
$Millions
Investments in associates are as follows:
Equity investments in associates2,388.9 2,125.9
Shareholder loans to associates429.6 469.4
Investments in associates2,818.5 2,595.3
Note
2023
$Millions
2022
$Millions
Investments in associates are as follows:
One New Zealand6.1171.7 838.2
CDC Data Centres6.21,403.4 1,026.2
RetireAustralia6.3410.9 4 1 7. 3
Longroad Energy 6.4315.8 90.5
Kao Data6.5255.7 203.4
Galileo6.653.3 19.7
Fortysouth6.72 0 7. 7 -
Investments in associates2,818.5 2,595.3
Note
2023
$Millions
2022
$Millions
Equity accounted earnings of associates are as follows:
One New Zealand6.1204.0 10.3
CDC Data Centres6.2411.8 158.1
RetireAustralia6.3(4.1)79.1
Longroad Energy 6.43 7. 4 2 7. 7
Kao Data6.520.5 (2.2)
Galileo6.6(11.4)(4.5)
Fortysouth6.7(4.8) -
Share of earnings of associate companies653.4 268.5
6.1 One New Zealand (formerly Vodafone New Zealand)
One New Zealand (‘One NZ’) is one of New Zealand’s leading digital services and connectivity companies. Infratil holds a 49.95% shareholding
(31 March 2022: 49.95%) in ICN JV Investments Limited (the ultimate parent company of One New Zealand), alongside investment partners
Brookfield Asset Management Inc. (‘Brookfield’) (49.95%) and One NZ management (0.10%).
Movement in the carrying amount of the Group's investment in One NZ:
2023
$Millions
2022
$Millions
Carrying value at 1 April838.2 8 5 7. 3
Acquisition of shares - -
Capitalised transaction costs - -
Shareholder loans - -
Total capital contributions during the year - -
Interest on shareholder loan15.6 9.7
Share of associate’s surplus/(loss) before income tax93.0 2.0
Share of associate’s income tax (expense)95.4 (1.4)
Total share of associate’s earnings during the year204.0 10.3
Share of associate's other comprehensive income0.7 7. 8
less: Distributions received( 1 0 7. 4 )( 2 7. 5 )
less: Return of capital(690.2) -
less: Shareholder loan repayments including interest(73.6)(9.7)
Carrying value of investment in associate171.7 838.2
Summary financial information:
2023
$Millions
2022
$Millions
Summary information for One NZ is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets428.2 4 59.7
Non-current assets3,090.7 3,5 4 4.0
Total assets3,518.9 4,003.7
Current liabilities572.7 528.1
Non-current liabilities2,869.0 2,362.8
Total liabilities3,441.7 2,890.9
Net assets (100%)77.2 1,112.8
less: Non-controlling interest(4.6) -
Group's share of net assets 36.1 555.7
Revenues1, 9 8 3 . 8 1,963.5
Net surplus/(loss) after tax554.9 11.4
Total other comprehensive income1.7 13.3
2023
$Millions
2022
$Millions
Reconciliation of the carrying amount of the Group's investment in One NZ:
Group's share of net assets36.1 555.7
add: Shareholder loan224.2 282.3
less: Infratil’s share of the gain on sale of Aotearoa Towers limited(88.8) -
add: Capitalised transaction costs0.2 0.2
Carrying value of investment in associate171.7 838.2
9091
6.2 CDC Data Centres
CDC Data Centres (‘CDC’) is an owner, operator and developer of data centres, with operations in Canberra, Sydney and Auckland. Infratil holds a
48.08% shareholding (31 March 2022: 48.10%) in CDC Group Holdings Pty Ltd (the ultimate parent company of CDC Data Centres), alongside
investment partners the Commonwealth Superannuation Corporation (24.04%), Future Fund (24.04%) and CDC Data Centres management (3.84%).
Movement in the carrying amount of the Group’s investment in CDC:
2023
$Millions
2022
$Millions
Carrying value at 1 April
1,026.2 873.0
Acquisition of shares14.2 1 7. 3
Capitalised transaction costs - 0.1
Shareholder loans - -
Total capital contributions during the year14.2 17.4
Interest on shareholder loan8.8 8.5
Share of associate’s surplus/(loss) before income tax
5 74.1 204.6
Share of associate’s income tax (expense)(171.8)(58.5)
add: share of associate's share capital issue, net of dilution0.7 3.5
Total share of associate’s earnings during the year
411.8 158.1
Share of associate's other comprehensive income
5.1 (0.6)
less: Distributions received(29.5)(2.0)
less: Shareholder loan repayments including interest( 7. 6 )(11.4)
Foreign exchange movements recognised in other comprehensive income(16.8)(8.3)
Carrying value of investment in associate1,403.4 1,026.2
Summary financial information:
2023
A$Millions
2022
A$Millions
Summary information for CDC is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets110.1 146.2
Non-current assets5,762.3 4,084.1
Total assets5,872.4 4,230.3
Current liabilities74.0 102.1
Non-current liabilities3,428.1 2 , 4 9 7. 4
Total liabilities3,502.1 2,599.5
Net assets (100%)2,370.3 1,630.8
Group's share of net assets1,139.7 784.4
Revenues3 45.0 259.6
Net surplus/(loss) after tax762.7 286.6
Total other comprehensive income10.7 (1.2)
2023
$Millions
2022
$Millions
Reconciliation of the carrying amount of the Group's investment in CDC:
Group's share of net assets in NZD1,220.2 84 4.5
Goodwill6.2 4.7
add: Shareholder loan1 7 7. 0 1 7 7. 0
Carrying value of investment in associate1,403.4 1,026.2
CDC’s functional currency is Australian Dollars (A$) 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 0.9340 (Spot rate) and 0.9114 (Average rate) (2022: Spot rate 0.9287, Average rate
0.9429).
6.1.1 Sale of Vodafone’s passive tower assets
On 18 July 2022, One NZ announced the sale of its passive mobile tower assets for $1,700 million to funds managed, or advised, by investors InfraRed
Capital Partners (40%) and Northleaf Capital Partners (40%).
On 1 November 2022, One NZ completed the sale of Aotearoa Towers Limited (holder of the passive mobile tower assets) which resulted in a gain on sale
to One NZ of $444.0 million (Infratil share: $221.8 million). As part of the transaction, Infratil reinvested to hold 20% of Aotearoa Towers Limited (now
operating as Fortysouth), which requires Infratil to eliminate 20% of the allocated gain on sale from the transaction.
The sale resulted in One NZ entering a Master Services Agreement (‘MSA’) to obtain access to both existing and new towers, and a commitment from
Aotearoa Towers Limited to build at least 390 additional sites over the next 10 years to enhance One NZ’s relative coverage and capacity position.
Concurrent with completion of the sale on 1 November 2022, Aotearoa Towers Limited has novated the MSA to Aotearoa Towers Group LP. One New
Zealand recognised a sale under the Share Purchase Agreement and lease back under the MSA.
9293
6.4 Longroad Energy
Longroad Energy Holdings, LLC (‘Longroad Energy’), is a Boston, MA, headquartered renewable energy developer focused on the development,
ownership, and operation of utility-scale wind and solar energy projects throughout North America. Infratil holds a 37.05% (2022: 40.0%) shareholding
in Longroad Energy, alongside investment partners the New Zealand Superannuation Fund (37.05%) (2022: 40.0%), MEAG (12.0%) (2022: nil) and
Longroad Energy management (13.9%) (2022: 20.0%).
On 1 August 2022, Infratil, together with its co-investors the NZ Super Fund and the Longroad Energy management team, announced that MEAG, acting
as the asset management arm for entities of Munich Re, had agreed to invest US$300 million to acquire a 12% stake in Longroad Energy. MEAG’s
investment was subject to certain conditions, primarily customary US regulatory approvals from the Federal Energy Regulatory Commission and the
Committee on Foreign Investment in the United States. These conditions were met, and the transaction completed on 6 October 2022.
Immediately prior to completion of the transaction both Infratil and the NZ Super Fund each contributed US$85.0 million to Longroad Energy which
resulted in US$20.2m million being recognised as goodwill. Following the transaction, Infratil and the NZ Super Fund each retain a 37% stake in Longroad
Energy. As part of the transaction both Infratil and the NZ Super Fund also agreed to invest a further US$100 million, which will be used to fund Longroad
Energy’s near-term development pipeline.
With MEAG entering as a co-investor (12%) but contributing 40% of the US$500 million capital commitment, if this capital commitment was called
upfront on day one, Infratil would have recognised an upfront gain on sale on the sale of an interest to MEAG of US$72.9 million. However, the gain on sale
will depend on the net assets of the associate at the time the commitment is called. At 31 March 2023, US$39.5m was recognised as a gain on sale on
the transaction, with US$225 million outstanding to be called (Infratil share: US$45.0 million). When the remainder of the commitment is called, it is
expected that Infratil will continue to recognise gains on the sale of an interest to MEAG until the full commitment is utilised.
Movement in the carrying amount of the Group’s investment in Longroad Energy:
2023
$Millions
2022
$Millions
Carrying value at 1 April9 0.5 4 4.9
Capital contributions242.2 58.7
Shareholder loans - -
Total capital contributions during the year242.2 58.7
Share of associate’s surplus/(loss) before income tax(25.8)2 7. 7
Share of associate’s income tax (expense) - -
Gain/(loss) on sale of interest63.2 -
Total share of associate’s earnings during the year3 7. 4 2 7. 7
Share of associate’s other comprehensive income20.3 13.4
Share of associates other reserves
( 74.6) -
Fair value movements
- -
less: Distributions received
( 7. 7 )(10.7)
less: Capital returned - (4 3.3)
Foreign exchange movements7. 7 (0.2)
Carrying value of investment in associate315.8 90.5
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:
2023
$Millions
2022
$Millions
Carrying value at 1 April
4 1 7. 3 3 40.9
Acquisition of shares - -
Total capital contributions during the year - -
Share of associate’s surplus/(loss) before income tax(6.4)79.1
Share of associate’s income tax (expense)2.3 -
Total share of associate’s earnings during the year
(4.1)79.1
Share of associate's other comprehensive income
- -
less: Distributions received - -
Foreign exchange movements recognised in other comprehensive income(2.3)(2.7)
Carrying value of investment in associate410.9 4 1 7. 3
Summary financial information:
2023
A$Millions
2022
A$Millions
Summary information for RetireAustralia is not adjusted for the percentage ownership held by the Group (unless
stated)
Current assets189.5 212.1
Non-current assets2,871.0 2,681.1
Total assets3,060.5 2,893.2
Current liabilities2,033.0 1,948.4
Non-current liabilities259.9 169.7
Total liabilities2,292.9 2,118.1
Net assets (100%)7 6 7. 6 775.1
Group's share of net assets383.8 3 8 7. 6
Group's share of net assets and carrying value of investment in associate ($NZD)410.9 4 1 7. 3
Revenues61.0 1 1 7. 8
Net surplus/(loss) after tax( 7. 5 )149.1
Total other comprehensive income - -
RetireAustralia’s functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency. The NZD/AUD exchange rates used
to convert the summary financial information to the Group’s functional currency (NZ$) were 0.9340 (Spot rate) and 0.9114 (Average rate) (2022: Spot rate 0.9287, Average
rate 0.9429).
9495
6.5 Kao Data
Kao Data develops and operates advanced data centres in the United Kingdom. Infratil holds a 39.88% shareholding in Kao Data, alongside Goldacre
(30.06%) and Legal & General Group (30.06%).
Movement in the carrying amount of the Group’s investment in Kao Data:
2023
$Millions
2022
$Millions
Carrying value at 1 April203.4 -
Cost of equity21.2 212.8
Capitalised transaction costs-5.1
Shareholder loans--
Total capital contributions during the period21.2 2 1 7. 9
Share of associate’s surplus/(loss) before income tax20.5 (2.2)
Share of associate’s income tax (expense)--
Total share of associate’s earnings in the period20.5(2.2)
Share of associate’s other comprehensive income
--
less: Distributions received
--
less: shareholder loan repayments including interest--
Foreign exchange movements10.6 (1 2.3)
Carrying value of investment in associate255.7 203.4
Summary financial information:
2023
£Millions
2022
£Millions
Summary information for Kao Data is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets22.4 4 4.6
Non-current assets343.8 253.4
Total assets366.2 298.0
Current liabilities61.8 4 4.3
Non-current liabilities62.4 65.7
Total liabilities124.2 110.0
Net assets (100%)242.0 188.0
Group's share of net assets96.5 21.5
Revenues4 4.1 7. 0
Net profit/(loss) after tax26.7 (9.8)
Total other comprehensive income--
2023
$Millions
2022
$Millions
Reconciliation of the carrying amount of the Group's investment in Kao Data:
Group's share of net assets in NZD190.7 141.2
Goodwill59.9 5 7. 1
add: Capitalised transaction costs5.1 5.1
Carrying value of investment in associate255.7 203.4
Kao Data’s functional currency is the Pound Sterling (GBP) and the summary financial information shown is presented in this currency. The NZD/GBP exchange rates used to
convert the summary financial information to the Group’s functional currency ($NZD) were 0.5060 (Spot rate) and 0.5175 (Average rate) (31 March 2022: Spot rate 0.5308,
Average rate 0.5100).
At 31 March 2023, Infratil has contributed £117.3 million (2022: £106.4 million), in the form of capital contributions.
Summary financial information:
31 December 2022
US$Millions
31 December 2021
US$Millions
Summary information for Longroad is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets230.8 116.3
Non-current assets2,736.3 2,142.8
Total assets2,967.1 2,259.1
Current liabilities250.7 223.2
Non-current liabilities1 , 2 0 7. 0 1,041.3
Total liabilities1 , 4 5 7. 7 1,264.5
Net assets (100%)1,509.4 994.6
Adjustment for movements between 31 December and 31 March(51.5)24.4
less: Non-controlling interests at 31 March( 9 7 7. 5 )(865.5)
Net assets attributable to owners of Longroad Energy as at 31 March480.4 153.5
Group's share of net assets at 31 March178.0 61.9
Group's share of net assets at 31 March (NZ$)283.6 88.7
Adjust Montgomery Street Holdings carrying value to nil at 31 March (NZ$) - 1.8
Goodwill32.2 -
Carrying value of investment in associate (NZ$)315.8 90.5
Revenues136.3 139.1
Net surplus/(loss) after tax(24.1)21.7
Total other comprehensive income - 11.2
Longroad’s functional currency is United States Dollars (US$) 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 0.6275 (Spot rate) and 0.6240 (Average rate) (2022: Spot rate 0.6975,
Average rate 0.6969).
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.
At 31 March 2023, Infratil has contributed US$152.0 million (2022: US$68.0 million), in the form of capital contributions.
Letter of credit facility
Longroad has obtained an uncommitted secured letter of credit facility of up to US$200million (31 March 2022: US$225 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 (the New Zealand Superannuation Fund and MEAG) have collectively
agreed to meet up to US$200 million of capital calls (i.e. subscribe for additional units) equal to Longroad’s reimbursement obligation in the event
that a Letter of Credit is called and Longroad cannot fund the call, taking into account immediately available working capital. As at 31 March 2023,
Infratil’s share of Longroad’s Letter of Credit facility is 43.0%. Letters of Credit on issue under the Longroad Letter of Credit facility at 31 March 2023 are
US$90.2 million (Infratil share: US$38.8 million) (31 March 2022: US$76.8 million (Infratil share: US$38.4 million)).
9697
6.6 Galileo
Galileo’s focus is primarily the development of wind, solar PV energy projects and storage solutions across parts of Europe. Infratil holds a 40%
shareholding in Galileo, alongside the New Zealand Superannuation Fund (20%), Commonwealth Superannuation Corporation (20%) and the
Morrison & Co Growth Infrastructure Fund (20%).
Movement in the carrying amount of the Group’s investment in Galileo:
2023
$Millions
2022
$Millions
Carrying value at 1 April19.7 10.8
Cost of equity26.6 10.5
Capitalised transaction costs--
Shareholder loans15.7 3.3
Total capital contributions during the period42.3 13.8
Interest on shareholder loan (including accruals)0.2 0.1
Share of associate’s surplus/(loss) before income tax(11.3)(4.0)
Share of associate’s income tax (expense)(0.3)(0.6)
Total share of associate’s earnings in the period(11.4)(4.5)
Share of associate’s other comprehensive income--
less: Distributions received--
less: shareholder loan repayments including interest--
Foreign exchange movements2.7 (0.4)
Carrying value of investment in associate53.3 19.7
Summary financial information:
2023
€Millions
2022
€Millions
Summary information for Galileo is not adjusted for the percentage ownership held by the Group (unless stated)
Current assets51.9 5.9
Non-current assets39.7 26.5
Total assets91.6 32.4
Current liabilities6.1 2.7
Non-current liabilities48.3 16.5
Total liabilities54.4 19.2
Net assets (100%)3 7. 2 13.2
Group's share of net assets14.0 5.4
Revenues(2.3)0.7
Net profit/(loss) after tax(17.4)(0.9)
Total other comprehensive income--
2023
$Millions
2022
$Millions
Reconciliation of the carrying amount of the Group’s investment in Galileo:
Group's share of net assets in NZD24.3 8.5
add: Shareholder loan2 7. 9 10.2
add: Capitalised transaction costs1.1 1.0
Carrying value of investment in associate53.3 19.7
Galileo’s functional currency is the Euro (EUR) and the summary financial information shown is presented in this currency. The NZD/EUR exchange rates used to convert
the summary financial information to the Group’s functional currency ($NZD) were 0.5749 (Spot rate) and 0.5993 (Average rate) (31 March 2022: Spot rate 0.6241,
Average rate 0.5996).
At 31 March 2023, Infratil has contributed €41.9 million in total (2022: €22.7 million), in the form of shareholder loan drawdowns (€15.9 million) and capital contributions
(€26.0million) (31 March 2022: shareholder loan drawdowns: €6.3 million, capital contributions: €10.4 million).
Letter of credit facility
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 2023 €39.0 million
LCs have been issued by ANZ (Infratil share: €15.6 million) (31 March 2022: €31.0 million, Infratil share: €12.4 million).
6.7 Fortysouth
On 1 November 2022, One New Zealand (‘formerly Vodafone New Zealand’), sold their passive mobile tower assets for $1,700 million to InfraRed
Capital Partners (40%) and Northleaf Capital Partners (40%). As part of the transaction, Infratil reinvested to hold 20% in Fortysouth. The Group has
determined that its investment in Fortysouth is an investment in associate, and provisional 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 the assets acquired and liabilities assumed resulted in provisional goodwill of $576.6 million, $817.2 million of customer network service
contracts and $102.6 million of network locations being recognised by Fortysouth.
Movement in the carrying amount of the Group’s investment in Fortysouth:
2023
$Millions
2022
$Millions
Carrying value at 1 April--
Cost of equity212.1 -
Capitalised transaction costs0.4 -
Total capital contributions during the period212.5 -
Interest on shareholder loan (including accruals)--
Share of associate’s surplus/(loss) before income tax(4.8)-
Share of associate’s income tax (expense)--
Total share of associate’s earnings in the period(4.8)-
Share of associate’s other comprehensive income--
less: Distributions received--
Carrying value of investment in associate2 0 7. 7 -
Summary financial information:
2023
$Millions
2022
$Millions
Summary information for Fortysouth is not adjusted for the percentage ownership held by the Group
(unless stated)
Current assets49.7 -
Non-current assets1,814.5 -
Total assets1,864.2 -
Current liabilities24.1 -
Non-current liabilities803.6 -
Total liabilities8 2 7. 7 -
Net assets (100%)1,036.5 -
Group's share of net assets2 0 7. 3 -
Revenues32.1 -
Net profit/(loss) after tax(23.8)-
Total other comprehensive income--
2023
$Millions
2022
$Millions
Reconciliation of the carrying amount of the Group’s investment in Fortysouth:
Group's share of net assets2 0 7. 3 -
Goodwill--
add: Capitalised transaction costs0.4 -
Carrying value of investment in associate2 0 7. 7 -
9899
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.
2023
Holding
2022
HoldingPrincipal Activity
Subsidiaries
New Zealand
Infratil Finance Limited 100% 100% Finance
Infratil Infrastructure Property Limited100%100%Property
Manawa Energy Limited51.1% 51.0% Renewable Energy Generation
Wellington International Airport Limited66.0% 66.0% Airport
RHCNZ Limited (Pacific Radiology, Auckland Radiology Group
and Bay Radiology)50.1% 50.5% Diagnostic Imaging
Mint Renewables Limited73.0% - Renewable Energy Development
Australia
Qscan Group Holdings Newco Pty (Qscan Group)55.1% 56.3% Diagnostic Imaging
Asia
Gurīn Energy Pte. Limited95.0% 95.0% Renewable Energy Development
Associates
New Zealand
ICN JV Investments Limited (One New Zealand)49.9% 49.9% Telecommunications
Mahi Tahi Towers Limited (Fortysouth)20.0% - Mobile Towers
Australia
CDC Group Holdings Pty Ltd (CDC Data Centres)48.1%48.1%Data Centres
R A (Holdings) 2014 Pty Limited (RetireAustralia)50.0% 50.0% Retirement Living
United States
Longroad Energy Holdings, LLC (31 December year end)3 7. 1 % 40.0% Renewable Energy Development
Europe
Galileo Green Energy, LLC40.0% 40.0% Renewable Energy Development
United Kingdom
Kao Data Limited39.9%39.9%Data Centres
7 Other investments
2023
$Millions
2022
$Millions
Clearvision Ventures125.2 93.2
Other17.4 8.0
Other investments142.6 101.2
Clearvision Ventures
In February 2016 Infratil made an initial commitment of US$25 million to the California based Clearvision Ventures. Further commitments of US$25
million and US$50 million were made in May 2020 and May 2022 respectively bringing Infratil’s total commitments to US$100 million. The strategic
objective of the investment is to help Infratil’s businesses identify and engage with technology changes that will impact their activities. As at 31 March
2023, Infratil has made total contributions of US$46.4 million (31 March 2022: US$31.1 million), with the remaining US$53.6 million commitment
uncalled at that date.
9 Acquisition and establishment of new subsidiaries
9.1 RHCNZ acquisition of Auckland Radiology and Bay Radiology
During the prior year RHC Holdco NZ Limited acquired 100% of Auckland Radiology Group Services Limited, (‘Auckland Radiology’) and 100% of
Bay Radiology Limited (‘Bay Radiology’). 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 at that date were
reported as provisional.
The acquisition accounting required under NZ IFRS 3 in relation to the acquisitions has now been finalised. Goodwill of $324.1 million has been
recognised 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) was valued at $28.7 million. A corresponding deferred tax liability of $7.7 million has also been recognised on the
brand intangibles.
9.2 Qscan acquisition Envision Medical Imaging
On 7 April 2022, Qscan Group (‘Qscan’) acquired 100% of Envision Medical Imaging (‘Envision’), Perth’s largest privately owned medical imaging clinic.
Qscan has determined that Envision is a subsidiary based on its voting equity interest and has therefore consolidated Envision from the acquisition date.
As a result of the transaction, Infratil’s shareholding in Qscan Group Holdings Newco Pty, which in turns owns 100% of the Qscan Group, was diluted from
56.25% to 55.1%.
The transaction was settled in cash through external debt funding by Qscan, inclusive of transaction costs relating to the acquisition, for A$33.8 million
and A$11.9 million settled through equity in Qscan Group Holdings Limited. The total acquisition cost of A$45.7 million.
The acquisition accounting required under NZ IFRS 3 in relation to the Envision transaction has been finalised, and goodwill of A$39.0 million has been
recognised in the 31 March 2023 financial statements.
Goodwill has been recognised 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 valued at A$3.9 million. A corresponding deferred tax liability of A$1.2 million has also been
recognised on the brand intangibles.
9.3 Mint Renewables
On 15 December 2022, Infratil announced the establishment of Mint Renewables Limited (‘Mint Renewables’), a renewable energy platform focused on
Australia. Infratil has invested 73% in Mint Renewables alongside the Commonwealth Superannuation Corporation (27%). Infratil has committed capital of
A$219 million that is expected to be invested over the next 3 to 5 years. As at 31 March 2023, A$4.2 million of capital had been called from Infratil.
Infratil has determined that Mint Renewables is a subsidiary based on its voting equity interest and has therefore consolidated Mint Renewables from the
acquisition date.
As the newly formed entity had no material assets on establishment, no fair value exercise was required.
10 Discontinued operations and assets held for sale
Notes
2023
$Millions
2022
$Millions
Summary of results of discontinued operations
Tilt Renewables10.1 - 1,114.1
Trustpower Retail Business10.2 330.1 11.7
Net surplus from discontinued operations after tax330.1 1,125.8
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
$1,959.2 million, resulting in a gain on sale of the 65.15% interest of $1,136.8 million. The Group’s share of Tilt Renewable’s operating earnings for the
period was $1,114.1 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
was classified as a discontinued operation at 31 March 2022. A detailed note disclosure is included in the published financial statements for the year
ended 31 March 2022.
100101
10.2 Trustpower Retail Business
On 21 June 2021, Trustpower announced the conditional sale of its gas, telecommunication and retail electricity supply business (excluding the supply of
electricity to commercial and industrial customers) to Mercury NZ Limited.
On 2 May 2022, Trustpower announced the conditions of the Trustpower Retail business to Mercury NZ Limited had been met and completion of the sale
occurred (effective as of 1 May 2022). The sale price was $467.4 million including working capital adjustments. A working capital wash-up process was
then completed which resulted in Mercury NZ Limited paying an additional $2.0 million to bring the final sale proceeds to $469.4 million. After sale costs,
the net proceeds from the sale were $467.0 million, resulting in a gain on sale at the group consolidated level of $328.8 million. At that date the company
also confirmed its name change to Manawa Energy Limited.
As the carrying amount of the Group’s investment in the Trustpower Retail business has been recovered through a sale transaction, the Trustpower Retail
business has been classified as a discontinued operation at 31 March 2023 and 31 March 2022.
2023
$Millions
2022
$Millions
Results of discontinued operation
Revenue5 4.0 699.0
Operating expenses50.5 654.5
Results from operating activities3.5 4 4.5
Depreciation and amortisation(1.9)( 2 7. 0 )
Net realisations, revaluations, impairments328.8 -
Net financing expense0.1 (1.2)
Net surplus/(loss) before tax330.5 16.3
Taxation (expense)/credit(0.4)(4.6)
Net surplus/(loss) from discontinued operation after tax330.1 11.7
Current assets166.5 194.8
Current liabilities(41.5)(50.9)
Net assets of discontinued operation125.0 143.9
The net gain on sale is calculated as follows:
Gross sale proceeds469.4
Carrying amount of assets and liabilities as at the date of sale (including goodwill)(1 24.9)
Infratil goodwill(13.3)
Gain on sale331.2
less: Transaction costs(2.4)
Net gain on sale328.8
Included in operating expenses are $2.4 million of disposal costs (31 March 2022: $3.0 million).
Cash flows from/(used in) discontinued operations
Net cash from/(used in) operating activities (18.7)32.6
Net cash from/(used in) investing activities 414.9 (13.2)
Net cash from/(used in) financing activities (0.1)(9.5)
Net cash flows for the year396.1 9.9
10.3 Infratil Infrastructure Property Limited
In June 2022, the Infratil Infrastructure Property Limited (‘IIPL’) Board approved the marketing of IIPL’s investment property at 100 Halsey Street
(‘Wynyard 100’) for a potential sale. The sales process remains ongoing at 31 March 2023. As such, the investment property at 100 Halsey Street is
deemed to be held for sale at 31 March 2023. Included in assets and liabilities held for sale are investment property ($99.2 million), right of use assets
($70.6 million) and lease liabilities ($70.1 million).
At 31 March 2023, the investment property at 100 Halsey Street is not deemed to be a discontinued operation as it does not represent a separate major
line of business or geographic area of operation for the Group.
11 Revenue
2023
$Millions
2022
$Millions
(Restated)
Electricity - wholesale and retail418.3 452.9
Revenue allocated to customer incentives-0.7
Aircraft movement and terminal charges7 7. 3 54.3
Transport, hotel and other trading activities50.5 28.1
Radiology practice services147.9 135.9
Radiology services4 45.2 300.8
Other52.5 54.5
Total operating revenue1,191.7 1 , 0 2 7. 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 to mass
market, commercial and industrial customers by Manawa Energy.
Where Manawa Energy provides a bundle of services (such as electricity)
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 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.
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 services revenue is recognised at the point in time when the
radiology or other medical imaging services are provided to a patient and
a charge is levied for this service.
Other revenue includes Manawa Energy’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.
102103
12 Operating expenses
Note
2023
$Millions
2022
$Millions
(Restated)
Trading operations
Energy and wholesale costs134.2 170.8
Line, distribution and network costs5 7. 1 37.9
Generation production & development costs28.9 2 7. 8
Other energy business costs4 3.6 45.3
Diagnostic imaging costs113.5 114.4
Airport business costs33.4 28.0
Other operating business costs- -
Bad debts written off0.4 0.1
Increase/(Decrease) in provision for doubtful debts 23.1 1.2 0.5
Directors’ fees27 4.3 3.9
Administration and other corporate costs16.1 16.6
Management fee (to related party Morrison & Co Infrastructure Management)28 232.9 278.7
Donations0.7 0.9
Total other operating expenses666.5 724.9
Fees paid to auditors (including fees paid by Associates)
2023
Fees paid to the
Group auditor
$000’s
2023
Audit fees paid to
other auditors
$000’s
2023
To t a l
$000’s
2022
Fees paid to the
Group auditor
$000’s
2022
Audit fees paid to
other auditors
$000’s
2022
To t a l
$000’s
Audit and review of financial statements1, 2 3 0.3 - 1, 2 3 0.3 1,114.6 6 82.0 1,796.6
Regulatory audit work36.0 - 36.0 42.0 - 42.0
Other assurance services98.2 - 98.2 - - -
Taxation services122.6 - 122.6 30.0 - 30.0
Other services59.0 - 59.0 105.0 - 105.0
1,546.1 - 1,546.1 1,291.6 682.0 1,973.6
Audit fees paid to the Group auditor
recognised through associates1,930.4 - 1,930.4 1,955.6 - 1,955.6
Other fees paid to the Group auditor
recognised through associates2 0 7. 6 - 2 0 7. 6 404.3 - 404.3
Total fees paid to the Group auditor3,684.1 - 3,684.1 3,651.5 682.0 4,333.5
The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements. Regulatory audit
work consists of the audit of regulatory disclosures. Other assurance services comprise of agreed upon procedures and audit of compliance reports.
Tax services relate to tax compliance work and tax advisory services provided to a subsidiary of the group.
Other services relate to a Māori Culture capability assessment.
13 Taxation
13.1 Tax Reconciliation
2023
$Millions
2022
$Millions
Net surplus before taxation from continuing operations604.1 128.5
Taxation on the surplus for the year @ 28%
1 6 9 .1 36.0
Plus/(less) taxation adjustments:
Effect of tax rates in foreign jurisdictions(0.4)2.7
Net benefit of imputation credits(8.5) -
Timing differences not recognised(0.6)1.5
Tax losses not recognised/(utilised)2.1 0.6
Effect of equity accounted earnings of associates(165.9)(59.9)
Recognition of previously unrecognised deferred tax - -
Attributed to CFC and FIF income 25.1 6.5
(Over)/under provision in prior periods(22.8)1.9
Net investment realisations0.4 -
Other permanent differences
4 4.0 33.3
Taxation expense42.5 22.6
Current taxation 50.5 54.1
Deferred taxation (8.0)(31.5)
Tax on discontinued operations0.4 0.9
13.2 Income tax recognised in other comprehensive income
2023
Before tax
$Millions
Tax (expense)
$Millions
Net of tax
$Millions
Differences arising on translation of foreign operations(3.6)(0.2)(3.8)
Realisations on disposal of subsidiary, reclassified to profit and loss - - -
Net change in fair value of available for sale financial assets(2.3) - (2.3)
Ineffective portion of hedges taken to profit and loss - - -
Effective portion of changes in fair value of cash flow hedges6.8 (1.7)5.1
Fair value movements in relation to executive share scheme - - -
Net change in fair value of property, plant & equipment recognised in equity 65.4 (5.3)60.1
Share of associates other comprehensive income2 7. 7 - 2 7. 7
Balance at the end of the year94.0 ( 7. 2 )86.8
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(4 4 4.4) - (4 4 4.4)
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)
104105
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.
2023
$Millions
2022
$Millions
Balance at the beginning of the year( 2 5 7. 4 )(28 4.8)
Charge for the year8.0 31.5
Charge relating to discontinued operations - -
Deferred tax recognised in equity(14.2)1.2
Acquired with Business Combination(11.1)(6.3)
Disposal of subsidiaries - -
Effect of movements in foreign exchange rates0.7 (0.6)
Tax losses recognised7. 0 1.0
Transfers to liabilities classified as held for sale13.3 0.6
Balance at the end of the year(253.7)( 2 5 7. 4 )
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 2023
Property, plant and equipment- (355.0)(355.0)
Investment properties(1.4)(1.1)(2.5)
Derivative financial instruments(10.4)( 7. 7 )(18.1)
Employee benefits11.8 - 11.8
Customer base assets - (35.9)(35.9)
Provisions5.9 - 5.9
Tax losses carried forward155.2 -155.2
Other items31.7 (46.8)(15.1)
Tot al192.8 (4 46.5)(253.7)
31 March 2022
Property, plant and equipment0.4 (3 41.7)(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 forward142.4 - 142.4
Other items8.9 (4 3.0)(3 4.1)
Tot al160.8 (418.2)( 2 5 7. 4 )
13.5 Changes in temporary differences affecting tax expense
Tax expense/(credit)Other comprehensive income
2023
$Millions
2022
$Millions
2023
$Millions
2022
$Millions
Property, plant and equipment(5.2)(6.5)(9.0)(20.2)
Investment properties- 1.6 - -
Derivative financial instruments(8.7)(6.7)(1.7)(23.8)
Employee benefits1.4 (4.9)(0.2) -
Customer base assets0.8 (0.3) - -
Provisions0.1 1.1 - -
Tax losses carried forward14.1 59.4 - -
Other items5.5 (12.2)3.5 6.4
8.0 31.5 ( 7. 4 )( 3 7. 6 )
13.6 Imputation credits available to be used by Infratil Limited
2023
$Millions
2022
$Millions
Balance at the end of the year28.7 1 3.7
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 use28.7 13.7
106107
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
To t a l
$Millions
2023
Cost or valuation
Balance at beginning of year724.8 6 49.0 24 0.8 103.4 80.3 1,808.0 3,606.3
Additions - -22.1 147.8 0.8 -170.7
Additions on acquisition of subsidiary - - 5.2 - 2.1 - 7. 3
Capitalised Interest and financing costs0.3 0.2 0.1 1.2 - - 1.8
Disposals - - (20.8) - (0.6)(0.9)(2 2.3)
Impairment - - - - - (1 2.8)(1 2.8)
Revaluation 91.0 (53.2) - - - (78.0)(40.2)
Transfers between categories42.6 5.436.2 (73.7)8.7 (19.2)-
Transfers to assets classified as held for sale - - - - - - -
Transfer to right of use assets - - - - - - -
Transfers to intangible assets - - - - - - -
Transfers from/(to) investment properties - - - (3.3) - - (3.3)
Effect of movements in foreign exchange rates - 2.5 (1.0) - (0.5) - 1.1
Balance at end of year858.7 603.9 282.6 175.4 90.8 1,697.1 3,708.5
Accumulated depreciation
Balance at beginning of year1 7. 2 55.5 96.8 - 4.0 31.7 205.2
Depreciation for the year8.2 14.8 34.3 - 6.2 16.1 79.6
Transfer from/(to) investment properties - - - - - - -
Revaluation - (68.3) - - - ( 4 7. 3 )(115.6)
Disposals - (1.0)(18.7) - (0.1)(0.5)(20.3)
Transfers to assets classified as held for sale - - - - - - -
Effect of movements in foreign exchange rates - - (0.4) - (0.1) - (0.5)
Balance at end of year25.4 1.0 112.0 - 10.0 -148.4
Carrying value at 31 March 2023833.3 602.9 170.6 175.4 80.8 1 , 6 9 7. 1 3,560.1
Capital work in progress in the year primarily relates to construction costs associated with Manawa Energy’s large generator, dam strengthening and
reconsenting costs 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
To t a l
$Millions
2023
Manawa Energy
1 7. 0 2.0 12.1 88.8 0.1 1 , 6 9 7. 1 1,817.1
Wellington International Airport
816.3 600.9 16.2 69.7 - - 1,503.1
Qscan Group
- - 76.9 2.6 46.9 - 126.4
RHCNZ Holdco Limited
- - 65.1 12.3 33.8 - 111.2
Gurīn Energy
- - 0.3 2.0 - - 2.3
Mint Renewables
- - - 0.3 - - 0.3
Carrying value at 31 March 2023
833.3 602.9 170.6 175.4 80.8 1,697.1 3,560.1
Land and
civil works
$Millions
Buildings
$Millions
Vehicles,
plant and
equipment
$Millions
Capital work
in progress
$Millions
Leasehold
improvements
$Millions
Renewable
Generation
Assets
$Millions
To t a l
$Millions
2022
Cost or valuation
Balance at beginning of year68 4.3 589.9 205.4 111.7 39.1 1 ,7 74.0 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) - (1 2.8)
Impairment - - - - - - -
Revaluation 31.9 51.7 - - (0.3) - 83.3
Transfers between categories8.2 1 7. 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 on transition to NZ IFRS 16 - - - (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 year
724.8 6 49.0 240.8 103.4 80.3 1,808.0 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 year1 7. 2 55.5 96.8 - 4.0 31.7 205.2
Carrying value at 31 March 2022
7 0 7. 6 593.5
14 4.0 103.4 76.3 1,7 76.3 3,401.1
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
To t a l
$Millions
2022
Manawa Energy
1 7. 0 1.6
0.6 38.6 0.1 1,7 76.9 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
RHCNZ Holdco Limited
- -
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 - - - 1 7. 8
108109
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 independent external valuations of property, plant and equipment performed as at 31 March 2023 for Manawa Energy’s Renewable
generation assets and Wellington International Airport’s land and buildings.
As at 31 March 2023 a material change assessment was performed for each asset class recorded at fair value less accumulated depreciation where no
external valuation was undertaken. A summary of the fair value consideration is provided below.
Manawa Energy’s Renewable Generation Assets
Manawa Energy’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.
Manawa Energy’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 2023, to their estimated market value as
assessed by Deloitte Corporate Finance.
The valuation of Manawa Energy’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 $1,663.9 million to $1,952.4 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 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 AssetsLowHighValuation impact
New Zealand Assets
Forward electricity price pathDecreasing in real terms from
$140/MWh to $85/MWh by
2028. Thereafter held constant.
Decreasing in real terms from
$140/MWh to $95/MWh by 2024.
Thereafter held constant.
-/+ $123.0 m
Inflation1.7% p.a.2.3% p.a.-$90.0m / + $100.0m
Generation volume1,841 GWh p.a.2,030 GWh p.a.-/+ $149.0m
Operating costs$60.0 million p.a.$73.0 million p.a.-/+ $ 9 6.0 m
Capital expenditure$27.0 million p.a. average$33.0 million p.a. average-/+ $ 5 3 .0 m
Weighted average cost of capital6.70%7. 7 0 %- $14 4.0m / + $174.0m
Wellington International Airport’s property, plant and equipment
WIAL’s Land, Civil Assets and Buildings are measured at fair value.
Land and Buildings
Land and buildings were revalued at 31 March 2023 by CBRE (31 March 2018 by Savills (NZ) Limited). There were no other independent external
revaluations performed as at 31 March 2023.
Civil Assets
At 31 March 2023, a material change assessment was performed for Civil asset class given no independent external valuation was undertaken. 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 $16.9 million has been made to the carrying value of these assets in the Asset Revaluation
Reserve and Other Comprehensive Income (2022: $20.5 million).
The following table summarises the valuation approach and key assumptions used by the independent valuers to arrive at fair value at the date of the last
independent external valuation. Where there have been fair value adjustments in the year ended 31 March 2023, further detail has been provided under
the respective asset classes below.
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
$2.74 million per
hectare
+/- $ 2 8 .0 m
Non-aeronautical land - used for non-aeronautical
purposes e.g. industrial, service, retail, residential and
land associated with the vehicle business.
Developer’s WACC rate12.20%
+/- $ 1 5 .0 m
Holding period6 years
+/- $ 2 2 .0 m
External valuation undertaken as at 31 March 2023 by independent valuers, CBRE Limited, valued land at $571.2 million.
Civil
Civil works includes sea protection and site services,
excluding such site services to the extent that they
would otherwise create duplication of value.
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 2023, a material change assessment has been undertaken, and further work carried out which resulted in a fair value increase of
$16.9 million. In relation to the value at 31 March 2023, a 5% change in the indices referenced equates to +/- $0.8 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)
$9,273+/- $ 1 5 .7m
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.
$2,089+/- $ 0. 2 m
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 growth2.2%+/- $0.5m
Cost growth2.12%+/- $0.5m
Discount rate9.75%+/-$4.8m
Capitalisation7. 7 5 %+ /- $ 7. 5 m
External valuation undertaken as at 31 March 2023 by independent valuers, CBRE Limited, valued buildings at $600.8 million.
Hotel business assetsDiscounted
Cash flows
('DCF') and
Capitalisation
Rate
Capitalisation rate7. 2 5 %+/- $ 1 .6 m
Discount rate9.25%+/- $ 0. 8 m
External valuation undertaken as at 31 March 2023 by independent valuers, CBRE Limited, valued the Hotel business assets at $4 4.5 million.
110111
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.
2023
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
To t a l
$Millions
Renewable Generation Assets(1 2.8)(3 0.7 )(4 3.5)
Land and civil works - 91.0 91.0
Buildings - 15.1 15.1
(12.8)75.4 62.6
2022
Level 3 fair value movements
Recognised in
profit or loss
$Millions
Recognised
in OCI
$Millions
To t a l
$Millions
Renewable Generation Assets - - -
Land and civil works - 31.9 31.9
Buildings-51.7 51.7
-83.6 83.6
There were no transfers between property, plant and equipment assets classified as level 1 or level 2, and level 3 of the fair value hierarchy during the year
ended 31 March 2023 (2022: nil).
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:
2023
Cost
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Renewable Generation Assets766.9 - 766.9
Land and civil works345.2 (70.8)274.4
Buildings692.8 ( 2 1 7. 6 )475.2
1,804.9 (288.4)1,516.5
2022
Cost
$Millions
Assets under
construction
$Millions
Accumulated
depreciation
$Millions
Net book value
$Millions
Renewable Generation Assets1,022.1 33.9 (289.1)766.9
Land and civil works345.2 - (65.7)279.5
Buildings670.6 - (199.9)470.7
2 , 0 3 7. 9 33.9 (55 4.7)1 , 5 1 7. 1
15 Investment properties
2023
Owned
property
$Millions
Right of use assets
$Millions
To t a l
$Millions
Balance at beginning of year1 9 7. 4 81.9 279.3
Additions - 3.6 3.6
Disposals - (1.0)(1.0)
Transfers from/(to) property, plant and equipment3.3 - 3.3
Investment properties revaluation net increase/(decrease)(4.5)21.3 16.8
Transfers to assets held for sale(99.2)(70.6)(169.8)
Balance at end of year97.0 35.2 132.2
2022
Owned
property
$Millions
Right of use assets
$Millions
To t a l
$Millions
Balance at beginning of year178.0 82.1 26 0.1
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
The fair value of investment properties at Wellington International Airport and Infratil Infrastructure Property estimated each year by an independent
valuer, Jones Lang LaSalle, which reflects market conditions at balance date. Changes to market conditions or to assumptions made in the estimation of
fair value will result in changes to the fair value of the investment properties.
The valuation of Wellington International Airport’s investment properties is based on a discounted cash flow and capitalisation rate approach. The fair
value at 31 March 2023 is $97.0 million (2022: $97.2 million).
The valuation of Infratil Infrastructure Property Limited’s investment properties is based on a capitalisation of net income, forecast EBITDA and discounted
cashflow approach. The fair value at 31 March 2023 is (2022: $100.4 million). There were no capital works in progress included in investment properties
at 31 March 2023 (2022: none). Infratil Infrastructure Property investment property has been classified as held for sale at 31 March 2023.
Where a lease pertains to property held to earn rental income, the right of use asset is included within Investment Property and is measured at fair value.
Rental income from investment properties of $14.2 million was recognised in profit or loss during the year (2022: $12.2 million). Direct operating
expenses arising from investment properties of $2.7 million were also recognised in profit or loss during the year (2022: $2.1 million).
The following table summarises the valuation approach and key assumptions used by the valuer to arrive at fair value. The last external valuation as at
31 March 2023 by independent valuers, Jones Lang LaSalle.
DescriptionValuation
approach
Fair value
hierarchy level
Significant
unobservable inputs
Relationship of unobservable
inputs to fair value
Wellington International Airport
Airport Retail Park and other properties
held to earn rental income.
DCF and
Cap rate
3
Weighted average
discount rate
7.56%
(2022: 7.02%)
An increase in the discount rate
will decrease the fair value.
Weighted average income
capitalisation rate
7.05%
(2022: 6.48%)
An increase in the capitalisation
rate will decrease the fair value.
Weighted average lease
term
3.20 years
(2022: 3.90 %)
An increase in the average
lease term will ordinarily
increase the fair value.
Infratil Infrastructure Property
Investment property assets situated at 100
Halsey Street, Wynyard Quarter, Auckland.
The site includes a commercial, car park
and hotel building, as well as the ground
lease for the adjacent bus depot site.
DCF and
Cap rate
3
Weighted average
discount rate
9.06%
(2022: 8.21%)
An increase in the discount rate
will decrease the fair value.
Weighted average income
capitalisation rate
7.87%
(2022: 6.19%)
An increase in the capitalisation
rate will decrease the fair value.
Last external valuation undertaken as at 31 March 2023 by independent valuers, Jones Lang LaSalle.
112113
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.
2023
Land and
Buildings
$Millions
Plant and
equipment
$Millions
To t a l
$Millions
Cost
Balance at beginning of year179.0 0.4 179.4
Additions15.4 0.2 15.6
Additions on acquisition of subsidiary7.5 - 7.5
Disposals(2.8) - (2.8)
Remeasurements4.4 - 4.4
Effect of movements in exchange rates(0.7) - (0.7)
Transfers to assets held for sale - - -
Balance at end of year202.8 0.6 203.4
Accumulated depreciation
Balance at beginning of year19.9 0.3 20.2
Depreciation for the year22.6 0.2 22.8
Effect of movements in exchange rates(0.4) - (0.4)
Disposals(0.4) - (0.4)
Transfers to assets held for sale - - -
Balance at end of year41.7 0.5 42.2
Carrying value at 31 March 2023161.1 0.1 161.2
2022
Land and
Buildings
$Millions
Plant and
equipment
$Millions
To t a l
$Millions
Cost
Balance at beginning of year117.5 18.2 135.7
Additions22.7 0.4 23.1
Additions on acquisition of subsidiary74.9 0.2 75.1
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(3 4.3)(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 rates 0.2 - 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
16.2 Lease liabilities
2023
$Millions
2022
$Millions
Maturity analysis - contractual undiscounted cash flows
Between 0 to 1 year
34.9 56.8
Between 1 to 2 years
30.8 2 7. 0
Between 2 to 5 years
81.8 72.8
More than 5 years
410.6 336.2
Transfers to liabilities held for sale(2 21.6)(29.0)
Total undiscounted lease liabilities336.5 463.8
2023
$Millions
2022
$Millions
Lease liabilities included in the statement of financial position
Split as follows:
Current
19.0 22.7
Non-current189.2 226.6
208.2 249.3
2023
$Millions
2022
$Millions
Amounts recognised in the consolidated statement of comprehensive income
Interest on lease liabilities
12.8 15.2
Variable lease payments not included in the measurement of lease liabilities
- -
Expenses relating to short-term leases0.7 0.7
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets - 0.2
The weighted average incremental borrowing cost applied to lease liabilities at 1 April 2022 was 5.05% (1 April 2021: 4.62%). Total cash outflow for
leases for the year ended 31 March 2023 was $28.1 million (2022: $35.4 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.
2023
$Millions
2022
$Millions
Operating lease receivables as lessor
Between 0 to 1 year
15.4 1 7. 7
Between 1 to 2 years
10.3 14.7
Between 2 to 5 years
21.0 29.1
More than 5 years43.1 48.8
Total undiscounted lease payments89.8 110.3
114115
17 Goodwill
2023
$Millions
2022
$Millions
Balance at beginning of the year1,807.2 752.7
Goodwill arising on acquisitions42.8 1,079.2
Goodwill disposed of during the year - -
Transfers to disposal group assets classified as held for sale - ( 1 7. 5 )
Effects of movements in exchange rates(3.9)( 7. 2 )
Balance at the end of the year1,846.1 1,807.2
The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:
Manawa Energy61.9 61.9
Qscan Group703.9 666.1
RHCNZ Holdco Limited 1,080.5 1,079.2
1,846.1 1,807.2
As outlined in note 9.1, RHC Holdco Limited completed the acquisition accounting of Auckland Radiology and Bay Radiology during the year, therefore
finalising the goodwill balances.
The carrying value of Goodwill is allocated across the three subsidiaries and is subject to an annual impairment at the CGU level to ensure the carrying
value does not exceed the recoverable amount at balance date. This is outlined below for each company.
Manawa Energy
CGUs and Impairment testing
The CGU is the operating segment of Manawa for impairment testing within the Group. In determining whether an impairment is necessary, the fair value
of the Company’s investment in Manawa is assessed with reference to the market share price quoted on the NZX at each reporting date.
Qscan Group
CGUs
Qscan goodwill is allocated to the following CGUs within the business- Queensland, Tasmania and Western Australia (‘QTWA’), Northern New South
Wales (‘NNSW’), Australian Capital Territory (‘ACT’), Southern New South Wales (‘SNSW’), Regional, Western Australia, (‘WA’).
Impairment testing
The recoverable amount of the CGUs has been calculated using the FVLCD approach on a discounted cash flow model (classified as a Level 3 fair value
based on the inputs in the valuation).
The future cash flows were discounted using a post-tax weighted cost of capital (‘WACC’) for the Qscan group of 10.38%.
The cash flow forecasts cover a period of 5 years with a terminal growth rate thereafter. The terminal growth rate, being 3%, was determined based on
management’s estimate of the long-term annual EBITDA growth rate for the Qscan Group.
The cashflow forecasts are initially based on the FY2024 Board approved budget, with forecasts beyond year one taking into consideration:
• Historical revenue growth and EBITDA margins achieved by each CGU as well as the trends within the Australian Medical Imaging industry, including
the recovery in demand following the disruption caused by the COVID-19 pandemic;
• Estimated cashflows related to new clinic growth including capital expenditure to support these activities; and
• Estimated cash flows related to Information Technology projects to support future growth in revenue and EBITDA margins.
RHCNZ Medical Imaging
Cash Generating Units (CGUs)
Goodwill is allocated to the operating entities within RHCNZ of Pacific Radiology Group (‘PRG’), Auckland Radiology Group Services Limited (‘ARG’), and
Bay Radiology Limited (‘BRL’)
Impairment testing
The recoverable amount of the CGU’s has been calculated based on a value in use model using an internal discounted cash flow (DCF) valuation model.
The future cash flows were discounted using a post-tax WACC for the RHCNZ Group of 10.1%, with a CGU risk specific equity premium applied to ARG
and BRL.
The cash flows in the model cover a period of 10 years with a terminal growth rate of 2.5% thereafter. The cash flows are initially based on the FY2024
Board approved budget, with forecasts beyond year one taking into the following key inputs and assumptions: long-term industry growth (aligning with
independent market research and global trends), patient volume growth, operating costs (specifically staff), and machinery and facility utilisation.
Conclusion
During the year, no impairment was deemed necessary across the three operating segments.
18 Intangibles
Lease
agreements
& software
$Millions
Customer
acquisition
costs
$Millions
Customer
contracts
$Millions
Brands
$Millions
To t a l
$Millions
2023
Cost or valuation
Balance at beginning of the year12.7 - 10.9 106.8 130.4
Additions at cost1.8 - - - 1.8
Additions on acquisition of subsidiary - - 1.1 11.9 13.0
Disposals(2.4) - - - (2.4)
Impairment - - - - -
Transfers from property, plant and equipment - - - - -
Reclassification of SaaS costs previously capitalised - - - - -
Effect of movements in exchange rates - - 0.1 (0.4)(0.3)
Balance at end of year12.1 - 12.1 118.3 142.5
Amortisation and impairment losses
Balance at beginning of the year(5.5) - (3.6) - (9.1)
Amortisation for the year(3.0) - (2.9) - (5.9)
Disposals1.2 - - - 1.2
Impairment - - - - -
Transfers - - - - -
Reclassification of SaaS costs previously capitalised - - - - -
Effect of movements in exchange rates - - - - -
Balance at end of year( 7. 3 ) - (6.5) - (13.8)
Carrying value 31 March 20234.8 - 5.6 118.3 128.7
Lease
agreements
& software
$Millions
Customer
acquisition
costs
$Millions
Customer
contracts
$Millions
Brands
$Millions
To t a l
$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 subsidiary 2.2 - 6.2 68.7 7 7. 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) - ( 1 7. 3 )
Disposals0.1 - (1.1) - (1.0)
Impairment - - - - -
Reclassification of SaaS costs previously capitalised - - - - -
Transfers to assets classified as held for sale104.7 7 7. 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
116117
19 Loans and borrowings
This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings.
2023
$Millions
2022
$Millions
Current liabilities
Unsecured bank loans
51.6 180.1
Secured bank loans
455.441.3
less: Loan establishment costs capitalised and amortised over term(1 2.4)(5.9)
494.6215.5
Non-current liabilities
Unsecured bank loans23.1 217.9
Secured bank loans286.9650.1
less: Loan establishment costs capitalised and amortised over term(4.7)(16.3)
305.3851.7
Facilities utilised at reporting date
Unsecured bank loans74.6 398.1
Unsecured guarantees - -
Secured bank loans742 .4 691.3
Secured guarantees5.1 4.6
Facilities not utilised at reporting date
Unsecured bank loans1,233.9 1,335.9
Unsecured guarantees - -
Secured bank loans140.0 198.4
Secured guarantees - -
Facilities utilised at reporting date
Interest bearing loans and borrowings - current494.6215.5
Interest bearing loans and borrowings - non-current305.3851.7
Total interest bearing loans and borrowings799.9 1 , 0 6 7. 2
2023
$Millions
2022
$Millions
Maturity profile for bank facilities (excluding secured guarantees):
Between 0 to 1 year8 4 3.0281.4
Between 1 to 2 years542.2 362.3
Between 2 to 5 years805.71,980.0
Over 5 years - -
Total bank facilities2,190.9 2,623.7
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 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.
At 31 March 2023 there was no drawn debt or accrued interest payable under the IGG facilities (31 March 2022: nil) and undrawn IGG facilities totalled
$898.4 million (31 March 2022: $1,169.0 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 Manawa Energy’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 RHCNZ Medical Imaging 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 operate within defined performance and gearing ratios as is typical
of debt facilities of this nature. Throughout the period the Group has complied with all debt covenant requirements as imposed by the respective lenders,
other than RHCNZ Medical Imaging who sought and received waivers (post balance date) from it’s banking group in relation to an adjustment for
Covid-19 impacts in the calculation of EBITDA for the purposes of some FY2023 test dates.
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 1.40% to 8.44% (31 March 2022: 0.75% to 4.32%).
118119
20 Infratil Infrastructure bonds
2023
$Millions
2022
$Millions
Balance at the beginning of the year1,388.5 1,378.9
Issued during the year115.9 102.4
Exchanged during the year - (5 4.8)
Matured during the year(193.7)(39.1)
Purchased by Infratil during the year - -
Bond issue costs capitalised during the year(1.5)(1.2)
Bond issue costs amortised during the year2.1 2.3
Balance at the end of the year1,311.3 1,388.5
Current122.0 193.5
Non-current fixed coupon 835.3 841.1
Non-current variable coupon 122.1 122.0
Non-current perpetual variable coupon231.9 231.9
Balance at the end of the year1,311.3 1,388.5
Repayment terms and interest rates:
IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate - 93.7
IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate - 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 rate102.4 102.4
IFT270 maturing in December 2028, 4.85% p.a. fixed coupon rate until December 2023146.2 146.2
IFT320 maturing in June 2030, 5.93% p.a. fixed coupon rate until June 2026115.9 -
IFTHC maturing in December 2029, 7.89% p.a. variable coupon rate, reset annually123.2 123.2
IFTHA Perpetual Infratil infrastructure bonds231.9 231.9
less: Issue costs capitalised and amortised over term( 7. 4 )(8.2)
add: Issue premium capitalised and amortised over term0.9 1.1
Balance at the end of the year1,311.3 1,388.5
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. The coupon for the IFTHC
bonds for the period from (but excluding) 15 December 2023 was fixed at 7.89% per annum (for the period to 15 December 2022 the coupon was
4.19%). Thereafter the rate will be reset annually at 2.50% per annum over the then one year swap rate for quarterly payments.
IFT270 bonds
The interest rate of the IFT270 bonds is fixed at 4.85% 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.
IFT320 bonds
The interest rate of the IFT320 bonds is fixed at 5.93% for the first four years and will then reset on 15 June 2026 for a further four years. The interest rate
for the IFT320 bonds for the period from (but excluding) 15 June 2026 until the maturity date will be the sum of the four year swap rate on 15 June 2026
plus a margin of 2.00% per annum.
Perpetual Infratil infrastructure bonds (‘PIIBs’)
The Company has 231,916,000 (31 March 2022: 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 2022 the coupon was set at 6.45% per annum until the next reset date, being 15 November 2023 (2022: 3.14%). Thereafter
the rate will be reset annually at 1.50% per annum over the then one year swap rate for quarterly payments, unless Infratil’s gearing ratio exceeds certain
thresholds, in which case the margin increases. These infrastructure bonds have no fixed maturity date. No PIIBs (2022: 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 2023 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,203.4 million (31 March 2022: $1,322.8 million).
21 Manawa Energy bonds
Unsecured senior bonds
2023
$Millions
2022
$Millions
Repayment terms and interest rates:
MNW150 maturing in December 2022, 4.01% p.a. fixed coupon rate- 1 2 7. 7
MNW180 maturing in July 2026, 3.35% p.a. fixed coupon rate125.0 125.0
MNW190 maturing in September 2027, 5.36% p.a. fixed coupon rate150.0 -
MNW170 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
(3.0)(2.0)
Balance at the end of the year372.0 350.7
Current - 1 2 7. 7
Non-current372.0 223.0
Balance at the end of the year372.0 350.7
Manawa Energy’s unsecured senior bonds rank equally with their bank loans. Manawa Energy borrows under a negative pledge arrangement, which with
limited exceptions does not permit Manawa Energy to grant any security interest over its assets. The Trust Deed for these bonds requires Manawa Energy
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
Manawa Energy complied with all debt covenant requirements as imposed by its bond supervisor.
At 31 March 2023 Manawa Energy’s unsecured senior bonds had a fair value of $364.4 million (31 March 2022: $350.8 million).
120121
22 Wellington International Airport bonds and USPP notes
2023
$Millions
2022
$Millions
Repayment terms and interest rates:
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 20259 7. 0 9 7. 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 120.5 121.7
WIA090 Retail bonds maturing August 2028, 5.78% p.a. fixed coupon rate 75.0 -
USPP Notes - Series A (US$36 million)53.7 51.1
USPP Notes - Series B (US$36 million)53.7 51.1
less: Issue costs capitalised and amortised over term(4.5)(5.1)
Balance at the end of the year700.4 621.7
Current75.0 -
Non-current625.4 621.7
Balance at the end of the year700.4 621.7
The Trust Deed for the retail bonds requires Wellington International Airport (‘Wellington Airport’) 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 Wellington Airport
complied with all debt covenant requirements as imposed by the retail bond supervisor.
Wellington Airport’s USPP comprised two equal tranches, Series A of US$36 million 10 year Note with a coupon of 3.47%, maturing July 2027 and Series
B of US$36 million 12 year Note with a coupon of 3.59%, maturing July 2029. In conjunction with the USPP issuance, Wellington Airport entered into
cross currency interest rate swaps (‘CCIRS’) to hedge the exposure to foreign currency risk over the term of the notes.
At 31 March 2023 Wellington Airport’s bonds had a fair value of $581.0 million (2022: $522.9 million), and Wellington Airport’s USPP Notes had a fair
value of $115.3 million (2022: $110.9 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 2023 Wellington Airport has bank facilities amounting to $100 million, which remain undrawn (31 March 2022: $100 million). These
facilities and the US$72 million USPP Notes have certain financial covenants which were all met as at 31 March 2023.
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
exposures are spread across 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.
Exposure to credit risk
2023
$Millions
2022
$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 ratings5 4 7. 6 685.2
Financial institutions with 'A+' credit ratings - -
Financial institutions with 'A' credit ratings226.6 160.4
Unrated financial institutions0.3 5.4
Total cash deposits with financial institutions774.5 851.0
Cash on hand - -
Total cash and cash equivalents7 74.5 851.0
No cash was included in assets held for sale at 31 March 2023 (31 March 2022: nil). 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 and geographies.
122123
Ageing of trade receivables
2023
$Millions
2022
$Millions
The ageing analysis of trade receivables is as follows:
Not past due7 7. 1 63.8
Past due 0-30 days18.4 10.8
Past due 31-90 days6.7 2.5
Greater than 90 days6.2 2.0
Tot a l108.4 79.1
The ageing analysis of impaired trade receivables is as follows:
Not past due(0.4)(0.6)
Past due 0-30 days(0.2)(0.4)
Past due 31-90 days(0.2)(0.6)
Greater than 90 days(6.0)(3.1)
Tot a l(6.8)(4.7)
2023
$Millions
2022
$Millions
Movement in the provision for expected credit loss for the year was as follows:
Balance as at 1st April4.7 5.5
Acquired through acquisition of subsidiary0.5 2.0
Expected credit loss recognised (charged to operating expenses)1.2 3.7
Bad debts recovered(0.6)(0.5)
Provisions made/(utilised)1.0 (2.6)
Transfers to assets classified as held for sale
- (3.4)
Balance as at 31 March6.8 4.7
Other prepayments and receivables63.741.7
Total trade, accounts receivable and prepayments165.3116.1
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 2030. Contractural cashflows include liabilities held for sale at 31 March 2023.
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 2023
Accounts payable, accruals and other
liabilities 793.5 945.2756.839.2 90.1 5 7. 1 2.0
Lease liabilities 208.2 555.5 16.3 16.2 30.8 81.8 410.4
Unsecured & secured bank facilities 799.9 900.284.1470.156.2289.8 -
Infratil Infrastructure bonds 1,079.4 1,310.9 148.9 23.6 4 7. 1 669.1 422.2
Perpetual Infratil Infrastructure bonds 231.9 339.9 7.5 7.5 15.0 4 4.9 265.0
Wellington International Airport bonds 700.4 853.7 89.1 12.5 83.7 279.9 388.5
Manawa Energy bonds 372.0 4 45.6 8.1 8.1 16.2 310.2 103.0
Derivative financial instruments 1 1 7. 0 249.8 51.5 30.8 164.1 3.3 0.1
4,302.3 5,600.81,162.3608.0503.21,736.11,591.2
31 March 2022
Accounts payable, accruals and other
liabilities 598.1 632.2 488.2 2.3 1 0 7. 6 33.3 0.8
Lease liabilities 249.3 463.8 13.9 14.3 2 7. 0 72.8 335.8
Unsecured & secured bank facilities 1 , 0 6 7. 2 881.5 25.1 5 7. 7 74.5 723.4 0.8
Infratil Infrastructure bonds 1,156.6 1,357.5 120.8 122.2 160.8 553.2 400.5
Perpetual Infratil Infrastructure bonds 231.9 287.9 3.6 3.6 7. 3 21.8 251.6
Wellington International Airport bonds 621.7 769.4 11.7 11.7 96.8 279.0 370.2
Trustpower bonds 350.7 401.1 6.6 133.1 8.2 146.3 106.9
Derivative financial instruments 118.8 128.7 18.2 20.2 81.4 6.0 2.9
4,394.3 4,922.1 688.1 365.1 563.6 1,835.8 1,469.5
124125
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 hedging levels that
are maintained as a proportion of forecast total drawn debt. Infratil achieves compliance with these thresholds by issuing fixed rate bonds or entering into
interest rate derivatives to adjust it’s fixed rate exposure profile. Borrowings issued at fixed rates does expose the Group to fair value interest rate risk.
2023
$Millions
2022
$Millions
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps - notional value2,672.2 1,4 59.3
Fair value of interest rate swaps 43.5 24.2
Fair value adjustments3.3-
Cross currency interest rate swaps - notional value99.8 99.8
Fair value of cross currency interest rate swaps 6.9 1.6
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year420.0 -
Between 1 to 2 years250.2 50.0
Between 2 to 5 years1,4 48.0 934.3
Over 5 years55 4.0 475.0
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
49.9 -
Over 5 years49.9 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.
2023
$Millions
2022
$Millions
Profit or loss
100 bp increase18.4 17.6
100 bp decrease(18.7)( 1 7. 9 )
Other comprehensive income
100 bp increase4.0 3.0
100 bp decrease(4.3)(3.4)
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.
20232022
+10%
$Millions
-10%
$Millions
+10%
$Millions
-10%
$Millions
Profit or loss
AUD(1 1 .7 )1 1 .7 (1 1.3)11.3
EUR(0.7)0.7 (0.3) 0.3
GBP - - - -
USD(0.1)0.1(0.1) 0.1
Other comprehensive income
AUD( 1 1 7. 9 )118.3 (8 4.6) 83.3
EUR(0.8)0.8 (0.3) 0.3
GBP(6.5)6.5 (5.7) 5.7
USD( 2 7. 4 )29.7 (19.2)21.4
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 NZD/AUD, NZD/USD, NZD/EUR and NZD/GBP 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 each currency pair’s
spot rate as at balance date, moving this spot rate by plus and minus 10% and then reconverting the foreign currency 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:
2023
$Millions
2022
$Millions
Cash, short term deposits and trade receivables
United States Dollars (USD)1.6 3.9
Australian Dollars (AUD)4.6 4.5
Euro (EUR)1.3 0.5
Pound Sterling (GBP)0.8 0.2
126127
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 energy hedge contract to reduce the energy price risk from price fluctuations. This hedge contract
establishes 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 a cash flow hedge.
The electricity price CFD entered with Mercury NZ Limited was transferred at a price of $1 per the mass market retail business sale and purchase
agreement. When valued against the wholesale electricity price curve, this derivative had a value on day 1 of negative $521.7 million. NZ IFRS 9 Financial
Instruments requires that where the fair value differs to the transaction price for a Level 3 instrument, the valuation must be calibrated to reflect the
transaction price. As a result, no day 1 fair value has been recorded. The day 1 loss of $521.7 million will be recognised in profit and loss as contractual
cash flows on the swap are settled and fair value gains/losses on the calibrated swap are realised over time. During the period $122.2 million of the
deferred day 1 value has been recognised through wholesale electricity revenue as the calibrated CFD cash flows have been realised throughout the
period. The remaining $399.6 million of the day 1 loss will be recognized accordingly in future periods over the remaining term of the contract. These
CFD cash settlements have reduced the impact of changes in wholesale electricity prices on Manawa Energy’s revenue. A fair value gain of $97.4 million,
over the period from 1 May 2022 to 31 March 2023, has been booked with $27.8 million taken to the cash flow hedge reserve and $69.6 million taken to
net fair value gains on financial instruments.
20232022
At balance date the aggregate notional volume of outstanding energy derivatives were:
Electricity (GWh)12,926.0 3,621.0
Fair value of energy derivatives ($millions)62.5 3.0
As at 31 March 2023, 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 2023 will be continuously released to the income statement in each period in which the underlying purchase
transactions are recognised in the profit or loss.
2023
$Millions
2022
$Millions
The termination dates for the energy derivatives are as follows:
Between 0 to 1 year634.2 1 2 9.7
Between 1 to 2 years650.7 123.8
Between 2 to 5 years628.3 133.0
Over 5 years72.1 -
1,985.3 386.5
Energy price sensitivity analysis
The following table shows the impact on post-tax profit and equity of an increase/decrease in the Level 3 forward electricity prices with all other variables
held constant:
2023
$Millions
2022
$Millions
Profit and loss
10% increase in energy forward prices(12.2)(15.2)
10% decrease in energy forward prices12.2 15.2
Other comprehensive income
10% increase in energy forward prices104.4 1.0
10% decrease in energy forward prices(104.4)(1.0)
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.
If the discount rate for valuing electricity price increased/decreased by 1% then the fair value of the electricity price derivatives would have decreased/
increased by $1.4 million (2022: $13.6 million). If the forecast inflation rate has increased/decreased by 1% then the fair value of electricity price
derivatives would have increased/decreased by $16.2 million (2022: nil).
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. The fair value of bond debt and senior notes at 31 March 2023 is $2,264.1 million (31 March 2022: $2,307.3 million) compared to an amortised
cost value of $2,383.7 million (31 March 2022: $2,360.9 million).
The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:
2023
$Millions
2022
$Millions
Assets
Derivative financial instruments - energy
156.0 106.2
Derivative financial instruments - cross currency interest rate swaps
6.9 1.6
Derivative financial instruments - foreign exchange
3.3 -
Derivative financial instruments - interest rate66.5 38.4
232.7 146.2
Split as follows:
Current
25.3 65.3
Non-current 2 0 7. 4 80.9
232.7 146.2
Liabilities
Derivative financial instruments - energy
93.5 103.2
Derivative financial instruments - cross currency interest rate swaps
- -
Derivative financial instruments - foreign exchange
0.5 1.4
Derivative financial instruments - interest rate23.0 14.2
1 1 7. 0 118.8
Split as follows:
Current
3 7. 0 48.3
Non-current
80.0 70.5
1 1 7. 0 118.8
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 6.1%
(31 March 2022: 2.2% to 3.4%)
128129
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 2023
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
To t a l
$Millions
Assets per the statement of financial position
Derivative financial instruments - energy- - 156.0 156.0
Derivative financial instruments - cross currency interest rate swaps - 6.9 - 6.9
Derivative financial instruments - foreign exchange - 3.3 - 3.3
Derivative financial instruments - interest rate - 66.5 - 66.5
Tot al - 76.7 156.0 232.7
Liabilities per the statement of financial position
Derivative financial instruments - energy - - 93.5 93.5
Derivative financial instruments - cross currency interest rate swaps - - - -
Derivative financial instruments - foreign exchange - 0.5 - 0.5
Derivative financial instruments - interest rate - 23.0 - 23.0
Tot al - 23.5 93.5 1 1 7. 0
31 March 2022
Level 1
$Millions
Level 2
$Millions
Level 3
$Millions
To t a l
$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
Tot al - 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
Tot al - 15.6 103.2 118.8
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 2023 (31 March 2022: 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.
2023
$Millions
2022
$Millions
Assets per the statement of financial position
Opening balance106.2 14 5.6
Foreign exchange movement on opening balance - -
Acquired as part of business combination - -
Gains and (losses) recognised in profit or loss29.8 74.4
Gains and (losses) recognised in other comprehensive income20.0 (113.8)
Transfer to assets held for sale - -
Closing balance156.0 106.2
Total gains/(losses) for the year included in profit or loss for assets held at the end of the reporting year41.4 1.4
Liabilities per the statement of financial position
Opening balance103.2 121.7
Foreign exchange movement on opening balance - -
Acquired as part of business combination - -
(Gains) and losses recognised in profit or loss(9.7)(18.4)
(Gains) and losses recognised in other comprehensive income - (0.1)
Transfers to liabilities held for sale - -
Closing balance93.5 103.2
Total gains/(losses) for the year included in profit or loss for liabilities held at the end of the reporting year33.1 -
Settlements during the year(11.2)(14.0)
23.5 Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of Infratil’s risk management framework. Infratil has established an
Audit and Risk Committee’s (‘ARC’) and a comprehensive enterprise risk management framework. The ARC’s risk management responsibilities include
reviewing management practices in relation to the ongoing identification, assessment and management of risks which are grouped into principal risk
categories; portfolio, operational, stakeholder and regulatory and compliance. Particular attention is given to strategic risks that have the potential to
materially impact the overall performance of the Infratil portfolio. Infratil Management provide regular reporting to the ARC on the relevant risks and the
controls and treatments for those risks, with escalation to the Board where necessary. Through its material Board representation across each significant
subsidiary and associate, Infratil seeks to ensure that the Board and Management teams of each entity have robust governance and risk management
processes in place to effectively identify, assess and monitor the operational and strategic risks relevant to each individual business.
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 prior year the Group issued 1,031,049 shares under the dividend reinvestment plan.
The Group seeks to manage it’s maturity concentration through the regular assessment of it’s funding maturity profile and maintaining aggregate
concentration below an acceptable limit. Discussions on refinancing of facilities will normally commence at least six months before maturity. Facilities are
maintained with highly rated financial institutions, and with a minimum number of bank counterparties to ensure diversification.
130131
24 Capital commitments
2023
$Millions
2022
$Millions
Committed but not contracted for
135.5 41.2
Contracted but not provided for
32.8 56.3
Capital commitments
168.3 97.5
Capital commitments are primarily associated with RHCNZ’s capital expenditure in relation to projects including completion costs for new branches,
branch expansion and the purchase of various new and replacement machinery. See Note 6 for Infratil’s commitment to Longroad, Galileo and Kao Data,
Note 7 for Infratil’s commitment to Clearvision Ventures and Note 9 for Infratil’s commitment to Mint Renewables.
At 31 March 2023, Infratil has committed US$19.0 million of capital contributions to Gurīn Energy (2022: US$5.7 million).
25 Reconciliation of net surplus with cash flow from operating activities
2023
$Millions
2022
$Millions
Net surplus for the year8 91.7 1 ,23 1 .7
(Add) / Less items classified as investing activity:
(Gain)/Loss on investment realisations, impairments and disposals of discontinued operations(328.7)(1,014.7)
Transaction costs: payables relating to investing activities23.9 0.7
Add items not involving cash flows:
Movement in financial derivatives taken to the profit or loss(91.5)(60.6)
Decrease in deferred tax liability excluding transfers to reserves(14.6)(35.9)
Changes in fair value of investment properties4.3 (15.3)
Equity accounted earnings of associate net of distributions received(4 86.1)( 2 0 7. 3 )
Depreciation102.2 124.3
Movement in provision for bad debts - 0.5
Amortisation of intangibles5.8 18.4
Other
(8.7)16.0
Movements in working capital:
Change in receivables(25.8)48.6
Change in inventories(0.1)(0.2)
Change in trade payables2 7. 1 (10.0)
Change in accruals and other liabilities(99.3)(42.5)
Change in current and deferred taxation8.6 29.1
Net cash flow from operating activities8.8 82.9
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).
2023
$Millions
2022
$Millions
Key management personnel remuneration comprised:
Short-term employee benefits 1 5.7 16.0
Post employment benefits - -
Termination benefits - 0.1
Other long-term benefits 1.8 0.6
Share based payments1.1 2.6
18.6 19.3
Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $4.3 million (2022: $3.9 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 and receives management fees in accordance with the
applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership (‘MCO’). Jason Boyes is a director and Chief
Executive of Infratil. Entities associated with Mr Boyes have a beneficial interest in MCO.
There are related party transactions between companies within the Group. These are carried out in the ordinary course of business at the appropriate
market rate. The arrangements are not deemed material for separate disclosure.
Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:
Note
2023
$Millions
2022
$Millions
Management fees28 232.9 278.7
Executive secondment and consulting1.0 0.7
Directors' fees2.8 2.2
Financial management, accounting, treasury, compliance and administrative services 1.9 1.7
Total management and other fees238.6 283.3
As at 31 March 2023 no amounts included in the above table related to discontinued operations (2022: $0.2 million).
At 31 March 2023 amounts owing to MCIM of $5.7 million (excluding GST) are included in trade creditors (2022: $5.2 million).
MCO, or Employees of MCO received directors fees from the Company, subsidiaries or associates as follows:
2023
$000’s
2022
$000’s
CDC Group Holdings Pty Ltd241.4 159.0
Fortysouth Limited - -
Galileo Green Energy, LLC350.4 350.2
Gurīn Energy480.9 -
Infratil Infrastructure Property Limited33.8 45.0
Longroad Energy Holdings, LLC240.5 215.2
RHCNZ Holdco Limited180.0 150.0
Manawa Energy Limited438.8 380.4
Mint Renewables Limited82.3 -
Qscan Group Holdings Newco Pty - -
R A (Holdings) 2014 Pty Limited306.3 309.1
Tilt Renewables Limited - 162.5
Vodafone New Zealand Limited - -
Wellington International Airport Limited4 41.5 400.9
2,795.9 2,172.3
A loan has been provided to the co-investor of Gurīn Energy. Given this entity represents the key management personnel of Gurīn Energy, it has been
identified as a related party loan. The loan balance at 31 March 2023 is $2.9 million and is included within trade and other receivables at 31 March 2023.
132133
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:
2023
$Millions
2022
$Millions
New Zealand & International Portfolio Management Fees63.3 5 7. 5
International Portfolio Incentive Fees169.6 221.2
232.9 278.7
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 Qscan Group is eligible for the International Portfolio Initial Incentive Fee assessment as at 31 March 2023 (31 March 2022:
Galileo). No International Portfolio Initial Incentive Fee has been accrued as at 31 March 2023.
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, Galileo, Longroad Energy, and RetireAustralia are eligible for the International Portfolio Annual
Incentive fee assessment as at 31 March 2023 (31 March 2022: CDC Data Centres, Longroad Energy, RetireAustralia).
Based on independent valuations obtained as at 31 March 2023, an Annual Incentive Fee of $169.6 million has been accrued as at that date (31 March
2022: $99.7 million).
International Portfolio Annual Incentive Fees
2023
$Millions
2022
$Millions
CDC Data Centres
38.6 8 4.7
Longroad Energy
136.7 14.1
RetireAustralia
(5.2)0.9
Galileo Green Energy(0.5) -
169.6 99.7
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.
International Portfolio Realised Incentive Fees
2023
$Millions
2022
$Millions
Tilt Renewables
- 122.1
ASIP - (0.6)
- 121.5
International Portfolio Realised Incentive Fee
Realised Incentive Fees are payable on the realised gains from the sale, or other realisation of International Investments at 20% of the outperformance
(since the last valuation date) against the higher of, a benchmark of 12% p.a. after tax, relative to the most recent 31 March valuation, or cost.
No Realised Incentive Fees were payable as at 31 March 2023 (31 March 2022: $121.5 million).
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.
30 Events after balance date
Dividend
On 20 May 2023, the Directors approved a fully imputed final dividend of 12.5 cents per share to holders of fully paid ordinary shares to be paid on
13 June 2023.
Incentive Fee payment by Share Issue
On 19 May 2023, the Company gave notice to Morrison & Co, as Manager, that it had elected to pay $60.0 million of the third tranche of the FY2021
Annual Incentive Fee by way of issue of shares on 29 May 2023, under clause 9.6.1 of the Management Agreement. The shares will be issued in
accordance with clause 4.1 of the Company’s constitution and rule 4.1.1 of the NZX Listing Rules. At the Company’s 2022 annual meeting held on
25 August 2022, the Company’s shareholders approved as an ordinary resolution, the Company issuing shares to the Manager in the manner
contemplated by the Management Agreement, to pay all or a portion of the third tranche of the FY2021 Annual Incentive Fee.
© 2023 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 74 to 133 present fairly, in all
material respects:
i. the Group’s financial position as at 31 March 2023
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 issued
by the New Zealand Accounting Standards Board.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 31 March 2023;
— 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 a cultural capability assessment. 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 financial reporting
systems, processes and controls, and the industry in which it operates.
2
The context for our audit is set by the group's major activities in the financial year ended 31 March 2023. 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 $75 million determined with reference to a benchmark of group total assets. We chose the
benchmark because, in our view, this is a key measure of the group’s performance.
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
Carrying value of Goodwill
As disclosed in note 17, the carrying value of the
group’s goodwill as at 31 March 2023 was $1,846.1
million. This comprises of $1,080.5 million relating to
three cost generating units (CGUs) from the RHC
Group, and $703.9 million relating to six CGU’s from
the Qscan Group.
The goodwill is valued is based on discounted cash
flow models which include a range of judgemental
assumptions about the future performance of the
relevant CGU.
The impairment testing focuses on those
assumptions which have the most impact on value
and therefore indicate a higher risk of impairment.
Our audit procedures over the goodwill included:
— Assessing the appropriateness of the CGUs
determined;
— Comparing the methodology adopted in the
valuation models to accepted valuation approaches;
— Comparing the cash flow forecasts to Board
approved budgets;
— Comparing the revenue and EBITDA forecast to
historic cash flows, and growth rates achieved;
— Using our valuation specialists to assess the
reasonableness of the discount and terminal growth
rates used for each CGU; and
134135
3
The key audit matter How the matter was addressed in our audit
Given the significance of the goodwill to the group, we
consider this to be a key audit matter.
— Performing sensitivity analysis and considering a
range of likely outcomes for various scenarios.
Valuation of Property, Plant and Equipment
As disclosed in note 14 of the financial statements, the group has property, plant and equipment of $3,560.1
million (2022: $3,401 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 three years with
a material change assessment carried out in the intervening years.
Renewable generation assets ($1,697.1 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 external revaluation of generation assets was
carried out as at 31 March 2023.
Fair value is determined using a discounted cash flow
methodology. The valuation of generation assets
involves a number of significant assumptions including;
— forward electricity prices;
—
the weighted average cost of capital used to
discount future cash flows;
—
the inflation rate; and
—
operational inputs such as future generation
volumes, operating costs and capital
expenditure.
All these assumptions involve judgements about the
future.
Utilising our energy sector valuation specialist we have
challenged the key assumptions used to independently
determine an estimated valuation range. Our procedures
included:
Comparing the forward electricity price path to
current externally derived market forecast data;
Comparing the weighted average cost of capital
against our independently calculated rate
reflecting current market conditions; and
Comparing the inflation rate used to the Reserve
Bank of New Zealand forecast.
We assessed the appropriateness of the operational inputs
and assumptions for generation volumes and costs by:
Comparing
forecast generation volumes to actual
realised volumes over time; and
Assessing forecasted operating and capital
expenditure by understanding and evaluating the
reasons for any significant changes between the
costs included in the last revaluation and the
current forecast, agreeing forecasts to supporting
documentation including the Asset Management
Plan and comparing to historical actuals.
Additionally we:
Assessed the competence, independence and
objectivity of the Group’s valuation specialists;
Met with
the independent valuer to discuss the
assumptions and judgements used to determine
their valuation range estimate;
Tested the veracity of Managements valuation
model to ensure it calculated correctly;
Assessed the overall appropriateness of the
valuation range; and
Considered the adequacy of the related financial
statement disclosures.
Land and civil works ($833.3 million) and Buildings
($602.8 million).
Our audit procedures to assess the fair value of land,
buildings and civil works included, amongst others:
4
The key audit matter How the matter was addressed in our audit
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.
A full external revaluation of land and buildings was
carried out as at 31 March 2023. The last independent
valuation of civil works asset was carried out as at 31
March 2020.
In years where an external revaluation is not
undertaken, a material change assessment for each
asset class is performed to assess whether the
carrying values of each class materially vary from their
fair value. This assessment is undertaken with
assistance from external independent valuers.
The valuation methodology estimates the cost of
building the airport in its current location to the
specification required to provide its current services,
and the business value of the existing vehicle and
hotel assets.
The assumptions that have the largest impact on the
fair value assessment 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 with reference to
relevant indices;
— The replacement cost of civil works including
the runway, taxiways and roads with
reference to relevant indices; and
— The estimated future cash flows and
expected rate of return from the vehicle and
hotel business assets.
— Assessing the competence, independence and
objectivity of each valuer used by the group to
determine the value of the airport assets;
—
Comparing the valuation methodologies used
by the valuer for the group, to the valuation
methodologies used by other airports within
New Zealand for comparability;
—
In conjunction with our valuation specialists,
assessing the key assumptions which are
judgemental in nature and which have the
largest impact on the value of land, buildings
and civil works. This comprised assessing:
—
the weighted average cost of
capital/discount rate against
observable market data;
—
the reasonableness of income
capitalisation rates;
—
changes in the ODRC of civil works
with reference to the relevant indices;
—
the ODRC of specialised buildings with
reference to underlying market
evidence;
—
the value of underlying land prices with
reference to underlying market
evidence; and
—
the future cash flows against budgets
and historical financial performance.
Carrying value of investment in associate
The carrying value of the group’s investment in
associates as at 31 March 2023 was $2,818.5 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;
—
Testing a sample of acquisitions made and
distributions received from associates during
the year;
136137
5
The key audit matter How the matter was addressed in our audit
— 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 discussion and analysis of the business on pages 1 to 73 and corporate
governance disclosures on pages 140 to 153. 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) and International Financial Reporting Standards issued by the New Zealand Accounting
Standards Board;
— implementing necessary internal control to enable the preparation of a consolidated set of financial statements
that is free from material misstatement, whether due to fraud or error; and
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 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
19 May 2023
138139
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 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
19 May 2023
140141
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: https://infratil.com/
about-infratil/board/#our-governance-documents.
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 three 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.
Corporate Governance
Board Membership
The number of Directors is determined by the Board, in accordance with
Infratil’s constitution, to ensure it is large enough to provide a range of
knowledge, views and experience relevant to Infratil’s business. The
composition of the Board will reflect the duties and responsibilities it is
to discharge and perform in setting Infratil’s strategy and seeing that it
is implemented. The Board Charter requires both a majority of the
Board, and the Chairman, to be independent Directors.
The Board currently comprises seven Directors (six independent
Directors and one non-independent Director). The composition of the
Board, experience and Board tenure are set out below:
Alison Gerry (BMS(Hons), MAppFin)
Chair and Independent Director
Alison Gerry has been Chair since May 2022, a director since 2014, and
was last re-elected in 2022. She is currently Chair of Sharesies and a
director of Air New Zealand and ANZ Bank New Zealand. She also has
more than 20 years’ executive experience working for both corporates
and for financial institutions in Australia, Asia and London in trading, finance
and risk roles.
Jason Boyes (BCA, LLB(Hons))
Non-Independent Director
Jason Boyes is Chief Executive of Infratil and joined the Board in 2021.
Mr Boyes is Chair of Longroad Energy and a director of CDC Data Centres.
He was a director of Galileo until March 2023. 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.
Andrew Clark (MBA, BEng, BSc)
Independent Director
Andrew Clark joined the Board as an independent director on 1 June 2022.
Mr Clark is an experienced strategist and transformation executive with
over 30 years of diverse management consulting experience. During this
time he held a number of senior roles within the Boston Consulting Group
(BCG).
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 was last re-elected in
2022. Ms Mactaggart is a director of Sharesies Investment Management
Limited and a senior advisor at Montarne. Prior to her director and advisory
career, she was Head of Equity Capital Markets, and Corporate
Governance for Fidelity International in Asia, and prior to that a Managing
Director at Citigroup based in Hong Kong and London. She has over 25
years of global equity market experience with a unique investor
perspective and a focus on governance.
Peter Springford (MBA)
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.
Anne Urlwin (BCom, CA)
Independent Director
Anne Urlwin joined the Board in January 2023 as an independent director.
She is a chartered accountant and an experienced finance and
governance professional. Her current directorships include Precinct
Properties, Vector and Ventia and she has previously been a director of
Summerset Holdings, Tilt Renewables, Chorus and Meridian Energy.
Ms Urlwin is Chair of the Audit and Risk Committee and has a significant
accounting, financial, risk and sustainability background.
Director skill matrix
NameAlison
Gerry
Jason
Boyes
Andrew
Clark
Paul
Gough
Kirsty
Mactaggart
Peter
Springford
Anne
Urlwin
QualificationsBMS (Hons),
MAppFin
BCA, LLB
(Hons)
MBA, BEng,
BSc
BCom
(Hons)
BAcc, CAMBABCom, CA
SkillCapability
Decision making,
risk taking and
collaboration
Ability to deal with ambiguity and digest and
comprehend complex information quickly. Having
a curious mindset and an appetite for taking risk.
Collaboration and constructive engagement and
high-quality decision making.
Corporate
Governance
Listed company governance experience.
Stakeholder management (including ESG issues).
Experience dealing with an external manager and
managing conflicts.
Investment
& Funds
Management
Capital or private market investment or funds
management and institutional investment
experience including capital management, risk
allocation, risk adjusted returns and portfolio
construction.
CommercialGeneral commercial, transactional, strategy and
asset management experience.
FinancialAudit, accounting, risk management and capital
structuring experience.
LeadershipExperience as a CEO or senior executive in a large
operational business, including the ability to set
appropriate organisation culture.
Value creationLong-term and future thinking with an
entrepreneurial mindset, identifying opportunities
to unlock and crystallise value through investment,
platform development and strategy execution.
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, A Gerry, A Clark, P Gough,
K Mactaggart, P Springford and A Urlwin) 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.
High capabilityMedium capability
142143
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 and opportunities as they arise.
The Board and Committee meetings and attendance in Financial Year
2023 are set out below
Full
agenda
board
meetings
Limited
agenda
board
meetings
Audit
and risk
committee
Nomination
and
remuneration
committee
Manager
engagement
committee
A Gerry8/86/64 /42/24/4
J Boyes8/86/6---
A Clark¹6/76/63/3-4/4
P Gough8/85/6-2/23/4
K Mactaggart8/86/64/4-4/4
P Springford8/86/6--4/4
A Urlwin²2/2 - 1/1-1/1
M Tu m e³6/66/6-2/23/3
1 Appointed 1 June 2022
2 Appointed 1 January 2023
3 Retired on 31 December 2022
Independent Professional Advice and Training
With the approval of the Chair, 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, willful
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 131 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 Chair maintains an informal link between the Board
and Morrison & Co and is kept informed by Morrison & Co on all important
matters. The Chair 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.
Manager Performance
A key responsibility of the Board is monitoring Morrison & Co’s
performance and compliance with the Management Agreement
(including potential conflicts between the interests of Morrison & Co and
the interests of Infratil shareholders). Given the importance of this
responsibility in the context of Infratil’s business, the Board has established
the Manager Engagement Committee as a dedicated Board committee
charged with this responsibility.
The Board also recognises the potential for conflicts to arise in the
allocation of investment opportunities among clients of Morrison & Co
(including Infratil). Infratil has used investment joint ventures for many
years and expects to continue to do so, and the Board encourages
Morrison & Co to identify aligned parties with which Infratil can co-invest.
Accordingly, the Board and Morrison & Co have 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
2023 as to the gender composition of the Board, Infratil’s Officers,
and senior executives and employees in portfolio businesses and
Morrison & Co:
2023 PositionNumberProportion
FemaleMale
Gender
DiverseFemaleMale
Gender
Diverse
Board 3 4 - 43% 57% 0%
Officers
1
1 2 - 33% 67% 0%
Morrison & Co 90 97 - 48% 52% 0%
Senior
Executives
2
27 92 - 23% 77% 0%
Organisation
3
3,70 6 2, 945 10 56% 44% 0%
2022 PositionNumberProportion
FemaleMale
Gender
DiverseFemaleMale
Gender
Diverse
Board 2 4 - 33% 67% 0%
Officers
1
1 2 - 33% 67% 0%
Morrison & Co 72 90 - 4 4% 56% 0%
Senior
Executives
2
22 80 - 22% 78% 0%
Organisation
3
3,542 2,595 3 58% 42% 0%
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 its 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 the 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.
Cybersecurity and Data
Neither Infratil, nor its Manager Morrison & Co, have had any significant
breaches of information, complaints from third parties or regulatory bodies
about any data or privacy breaches, or any identified leaks, thefts or losses
of confidential or private data in the year ending 31 March 2023.
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.
144145
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 2023, 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 Chair or Member of a Board
Committee; 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 Chair approves all Directors’ expenses, and the Chair of the
Audit and Risk Committee approves the Chair’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.
Director 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 2023 is set
out below:
Annual fee structure
Financial year
2023 (NZD)
Financial year
2022 (NZD)
Base Fees:
Chair of the Board286,100273,800
Director1 3 7, 4 0 0131,500
Overseas Director (P Gough)171,80 0164,212
CEO (J Boyes)NilNil
Board Committee Fees:
Audit and Risk Committee
Chair41,80040,000
Member21,50020,600
Nomination and Remuneration
Committee
ChairNilNil
MemberNilNil
Manager Engagement Committee
Chair15,000Nil
Member7, 8 0 07, 5 0 0
Directors’ Remuneration paid by Infratil
Directors’ remuneration (in their capacity as such) in respect of the year
ended 31 March 2023 and 31 March 2022 paid by the Company was as
follows (these amounts exclude GST, where appropriate):
Director
Financial year
2023 (NZD)
Financial year
2022 (NZD)
A Gerry (Chair)26 9,76 5179,000
CEO (J Boyes)--
A Clark
1
165,627-
P Gough179,600171,875
K Mactaggart173,900159,600
P Springford145,200139,000
A Urlwin
2
4 6,75 0-
C Savage
3
-133,433
M Tu m e
4
156,585273,800
Tot al1 , 1 3 7, 4 2 71,056,708
1 Appointed 1 June 2022
2 Appointed 1 January 2023
3 Retired on 31 January 2022
4 Retired on 31 December 2022
Directors’ Remuneration paid by Infratil Subsidiaries
No 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 2023, 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 Mint Renewables, Gurīn Energy, Infratil
Infrastructure Property, Qscan, RHCNZ Medical Imaging, Manawa
Energy and Wellington International Airport.
• These disclosures do not provide information in respect of employees
(or former employees) of the portfolio businesses. These businesses
are CDC Data Centres, Galileo Green Energy, Kao Data, Longroad
Energy, RetireAustralia and One 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 bandNumber of employees
$100,000 to $110,000 158
$110,001 to $120,000 154
$120,001 to $130,000 117
$130,001 to $140,000 97
$140,001 to $150,000 76
$150,001 to $160,000 50
$160,001 to $170,000 39
$170,001 to $180,000 35
$180,001 to $190,000 15
$190,001 to $200,000 16
$200,001 to $210,000 17
$210,001 to $220,000 7
$220,001 to $230,000 12
$230,001 to $240,000 13
$240,001 to $250,000 21
$250,001 to $260,000 13
$260,001 to $270,000 11
$270,001 to $280,000 4
$280,001 to $290,000 3
$290,001 to $300,000 7
$300,001 to $310,000 5
$310,001 to $320,000 8
$320,001 to $330,000 8
$330,001 to $340,000 7
$340,001 to $350,000 10
$350,001 to $360,000 4
$360,001 to $370,000 4
$370,001 to $380,000 4
$380,001 to $390,000 2
$390,001 to $400,000 2
$400,001 to $410,000 7
Remuneration bandNumber of employees
$420,001 to $430,000 4
$430,001 to $440,000 4
$440,001 to $450,000 1
$450,001 to $460,000 2
$460,001 to $470,000 2
$470,001 to $480,000 2
$490,001 to $500,000 1
$500,001 to $510,000 2
$510,001 to $520,000 1
$520,001 to $530,000 2
$540,001 to $550,000 1
$550,001 to $560,000 1
$570,001 to $580,000 1
$580,001 to $590,000 1
$600,001 to $610,000 2
$610,001 to $620,000 2
$620,001 to $630,000 2
$650,001 to $660,000 1
$660,001 to $670,000 1
$670,001 to $680,000 3
$700,001 to $710,000 2
$710,001 to $720,000 1
$730,001 to $740,000 1
$780,001 to $790,000 1
$790,001 to $800,000 1
$820,001 to $830,000 1
$890,001 to $900,000 1
$1,000,001 to $1,010,000 1
$1,020,001 to $1,030,000 1
$1,130,001 to $1,140,000 1
$1,670,001 to $1,680,000 1
146147
Disclosures
Directors Holding Office
Infratil’s Directors as at 31 March 2023 were:
• Alison Gerry (Chair)
• Jason Boyes
• Andrew Clark
• Paul Gough
• Kirsty Mactaggart
• Peter Springford
• Anne Urlwin
Entries in the Interests Register
Statement of Directors’ Interests
As at 31 March 2023, 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 Limited (IFT) ordinary shares
A Gerry 34,048
J Boyes 936,346
A Clark 55,000
P Gough 197,533
K Mactaggart 64,870
P Springford 4 4,76 6
A Urlwin-
Manawa Energy ordinary shares
K Mactaggart 8,300
IFTHA Bonds
Andrew Clark 205,000
IFT210 Bonds
P Springford40,000
WIA030 Bonds
P Springford30,000
As at 31 March 2023, Directors and senior executives (directors or
employees of Morrison & Co) held, in aggregate, 1.29% of the Infratil
ordinary shares.
Dealing in Securities
The following table shows transactions by Directors recorded in respect of
those securities during the period from 1 April 2022 to 31 March 2023:
Director
No of securities
bought/(sold)
Cost/(proceeds)
(NZD)
Infratil Limited (IFT) ordinary shares
Jason Boyes – beneficial
On market acquisitions - 10/08/2022150,0001,357,623.00
Jason Boyes – beneficial
On market acquisitions - 11/08/202271,000638,950.30
Andrew Clark - beneficial
On market acquisitions – 17/08/202255,000500,691.75
Jason Boyes – beneficial
Allocation of beneficial ownership
of shares in connection with Fixed
Trading Plan as announced on
30 March 2021 – 30/03/2023715,346n /a
Infratil Limited (IFT) Perpetual Infrastructure Bonds (IFTHA)
Andrew Clark - beneficial
Initial Disclosure Notice –
01/06/2022205,000n /a
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 2023:
A Gerry
Director of Air New Zealand Limited
Director of ANZ Bank New Zealand Limited
Director of Glendora Avocados Limited
Director of Glendora Holdings Limited
Director of On Being Bold Limited
Chair 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
J Boyes
Director of various Infratil wholly owned companies
Director of Infratil Trustee Company Limited
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 3) Limited
Director of Morrison Asian Investments Limited
Director of Morrison Leasing Limited
Director of MGIF European Renewables Pty Limited
A Clark
Chair of the Regional Education Support Network
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 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
A Urlwin
Director and Shareholder of Maigold Holdings Limited
Director and Shareholder of Urlwin Associates Limited
Director and Shareholder of Clifton Creek Limited
Director of Vector Limited
Director of Precinct Properties New Zealand Limited
Director of Ventia Services Group Limited
Director of City Rail Link Limited
P Gough
Aotea Energy Limited effected public offering of securities insurance
brokered by Marsh & McLennan Agency Limited for the benefit of Z
Energy Limited, Aotea Energy Investments Limited, Aotea Energy
Holdings Limited and its subsidiaries, NZSF Aotea Limited and its
subsidiaries, Guardians of New Zealand Superannuation as manager and
administrator of the New Zealand Superannuation Fund as shareholder
of NZSF Aotea Limited, Infratil Limited and its subsidiaries, Morrison & Co
and its subsidiaries (subject to a professional indemnity exclusion), and
the directors and employees of the foregoing.
All Directors
Infratil has arranged Directors’ and Officers’ liability insurance covering
any past, present or future director, officer, executive officer, non-
executive director or employee acting in a managerial or supervisory
capacity or named as a co-defendant with Infratil or a subsidiary of
Infratil. Cover is for damages, judgements, fines, penalties, legal costs
awarded and defence costs arising from wrongful acts committed while
acting for Infratil or a subsidiary, but excluding dishonest, fraudulent,
malicious acts or omissions, willful 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.
148149
Directors of Infratil Subsidiary Companies
Subsidiary CompanyDirector of Subsidiary
Alpenglow Australia Pty LtdGary Shepherd, Chris Munday
ANZ Renewables LimitedDavid Prentice
Athena Power Co., Ltd.Ratchaneewan Pulnil
Auckland Radiology Group Services LimitedMichael Brook, Peter Coman
Bay Echo LimitedMichael Brook, Peter Coman, Graeme Porter, Stuart Tie, Jonathan Tisch, Calum Young
Bay Radiology LimitedMichael Brook, Peter Coman
Berera Radiology Holdings Pty LtdGary Shepherd, Chris Munday
Breast Screen Bay of Plenty LtdMichael Brook, Bruce Chisholm, Peter Coman, Antony Moffatt
Canterbury Breast Care LimitedBirgit Dijkstr, Philippa Mercer, Gemma Sutherland, Berenika Willi-Sedlacek
Cleveland X-Ray Services Pty LtdGary Shepherd, Chris Munday
Cyclotek Pharmaceuticals LimitedTrevor Fitzjohn, Gregory Santamaria, Jeremy Sharr, Robert Ware
Envision Medical Imaging Pty LtdGary Shepherd, Chris Munday
Envision Medical Real Estate Pty Ltdn/a
GE-SK Pte. Ltd.Assaad Wajdi Razzouk, Michele Boardman
Gurīn Service Korea LLCKim Hannah, Kajal Bhimani Singh
Gurīn Services (Thailand) Co., Ltd.Michele Boardman, Ratchaneewan Pulnil
Gurīn Services Philippines Inc.Reden Dodriguez, Estelito Madridejos, Maria Canimo
Gurīn Services Pte. Ltd.Assaad Razzouk, Robert Driscoll, Michele Boardman
Gurīn Solar PH I Pte. Ltd.Michele Boardman, Robert Driscoll
Heart Vision LimitedRoss Keenan, Tracey Barron, Clive Low, Graham Muir
HR Clinic Asset Pty LtdGary Shepherd, Chris Munday
HR Clinic Services Pty LtdGary Shepherd, Chris Munday
HR Clinic Services Unit Trustn/a
Ilesilver Pty LtdGary Shepherd, Chris Munday
Infratil 1998 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil 2018 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil 2019 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil AR Limited (established 22 April 2021)Mark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Australia LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil CHC LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Energy LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Energy New Zealand LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Europe LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Finance LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Gas LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil HC LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Subsidiary CompanyDirector of Subsidiary
Infratil HPC Limited (established 25 June 2021)Mark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Infrastructure Property LimitedPeter Coman and Kevin Baker
Infratil Investments LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil No.1 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil No.5 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil PPP LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Renewables LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil RHC NZ LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil RV Limited Marko Bogoievski and Phillippa Harford
Infratil Trustee Company LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil US Renewables, Inc.Jason Boyes and Vimal Vallabh
Infratil Ventures 2 LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Infratil Ventures LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
J One Solar CorporationKim Hannah, Koh Seung Tae, Kajal Bhimani Singh
J Three Solar CorporationKim Hannah, Koh Seung Tae, Kajal Bhimani Singh
J Two Solar CorporationKim Hannah, Koh Seung Tae, Kajal Bhimani Singh
King Country Energy Holdings LtdDavid Prentice
King Country Energy LtdKevin Palmer, Peter Calderwood
Manawa Energy Insurance Limited (formerly
known as Trustpower Insurance Limited)
Joanna Breare, David Prentice
Manawa Energy Limited (Formerly Trustpower
Limited)
David Prentice
Manawa Energy Metering Limited (previously
known as Trustpower Metering Limited)
David Prentice
Manawa Generation Limited (Formerly known
as Hopsta Limited & Energy Direct NZ Limited)
David Prentice
Medex Radiology LtdMichael Brook, Peter Coman
Meitaki LimitedMartin Harrington, Matthew Clarke and A Willis (based in the Cook Islands)
North Coast Radiology Holdings Pty LtdGary Shepherd, Chris Munday
North Coast Radiology Trustn/a
Northern Suburbs Investment Trustn/a
Northwest Auckland Airport LimitedTim Brown, Jason Boyes
NZ Airports LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
Pacific Imaging Services Holdings Pty LtdAdrian Balasingam, Terrence McLaughlin, Andrew Phillips
Pacific Radiology Group LimitedMichael Brook, Peter Coman
Pacific Radiology Limited (UK)Dr M D Brew
Pacific Radiology Pty LtdAdrian Balasingam, Terrence McLaughlin, Andrew Phillips
Premier Medical Imaging Pty LtdGary Shepherd, Chris Munday
Proximal Pty LtdGary Shepherd, Chris Munday
150151
Subsidiary CompanyDirector of Subsidiary
PT Vanda Energy IndonesiaDiko Dewantomo Darwoto, Michele Boardman
Qscan Cleveland CT JV Pty LtdGary Shepherd, Chris Munday
Qscan Dental JV Pty LtdMark Hansen, Hal Rice
Qscan Everton Park CT JV Pty LtdGary Shepherd, Chris Munday
Qscan Everton Park Pty LtdGary Shepherd, Chris Munday
Qscan Group Bidco Pty LtdGary Shepherd, Chris Munday
Qscan Group Midco Pty LtdGary Shepherd, Chris Munday
Qscan Group Pty LtdGary Shepherd, Chris Munday
Qscan Intermediary 1 Pty Ltd (formerly Qscan
Group Holdings Pty Ltd)
Gary Shepherd, Chris Munday
Qscan Intermediary 2 Pty Ltd (formerly Qscan
Mezzco Pty Ltd)
Gary Shepherd, Chris Munday
Qscan Intermediary 3 Pty Ltd (formerly Qscan
Finance Pty Ltd)
Gary Shepherd, Chris Munday
Qscan Intermediary 4 Pty Ltd (formerly Qscan
Bidco Pty Ltd)
Gary Shepherd, Chris Munday
Qscan NZ LimitedMichael Brook
Qscan Pty LtdGary Shepherd, Chris Munday
Qscan Services Pty LtdGary Shepherd, Chris Munday,
Queensland Cardiovascular Imaging Pty LtdMark Hansen, Hal Rice
Renew Nominees LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
RHCNZ LimitedMichael Brook, Peter Coman
RHCNZ Midco LimitedMichael Brook, Peter Coman
ScreenSouth Ltd (Shares held by Canterbury
Breast Care Ltd)
Shelley Boyd, Diana Burgess, Jacqueline Copland, Lynda Gray, Keiran Horne, Gemma Sutherland
Skynet Broadband Pty LtdMatthew Swain
South East Radiology Pty LtdGary Shepherd, Chris Munday
SRE Green Power Pte. LimitedRobert Driscoll, Michele Boardman, Stanley Lim
Stella Power 1 Co., Ltd.Ratchaneewan Pulnil, Kajal Bhimani Singh, Somkiat Masunthasuwun, Prapon Chinudomsub, Akarin
Prathuangsit
Stella Power 2 Co., Ltd.Ratchaneewan Pulnil, Kajal Bhimani Singh, Somkiat Masunthasuwun, Prapon Chinudomsub, Akarin
Prathuangsit
Stella Power 3 Co., Ltd.Ratchaneewan Pulnil
Strickland Crescent Nominees Pty Ltdn/a
Suna Solar Inc.Reden Dodriguez, Estelito Madridejos, Carol Salazar, Robert Driscoll, Jose Leviste, Jr.
Swift Transport LimitedMark Tume (ceased 15 July 2022), Alison Gerry (appointed 15 July 2022, ceased 12 December
2022), Phillippa Harford (appointed 12 December 2022) and Jason Boyes
The Northern Exposure Trustn/a
Tiro Medical Ltd (Shares held by Canterbury
Breast Care Ltd)
James Chase, Colin Dawson, Richard Wien
UMI Canberra Unit Trustn/a
UMIC Newco Pty LtdGary Shepherd, Chris Munday
UMIC Pty LtdGary Shepherd, Chris Munday
Vanda RE Pte. Ltd. Michele Boardman, Robert Driscoll, Emma Biddles, Jeremy Chong, Mohammad Azhar,
Ghoh Ban Lee
Wellington Airport Noise Treatment LimitedMartin Harrington, Matthew Clarke
Wellington International Airport LimitedRachel Drew, Wayne Eagleson, Phillippa Harford, Matthew Ross, Phillip Walker, and Tory Whanau
Whare Manaakitanga LimitedMartin Harrington, Matthew Clarke
X Radiology Australia Pty LtdGary Shepherd, Chris Munday
Directors’ Fees paid by Infratil Subsidiary Companies
(not otherwise disclosed in the Annual Report)
Subsidiary companyDirector of subsidiaryCurrency2023
Gurīn Energy Pte. LtdVimal Vallabh (Chair)USD 75,000
Priya GrewalUSD 75,000
Anthony MuhUSD 75,000
Jonty PalmerUSD 75,000
Assaad RazzoukUSD-
Angela QuUSD 85,000
Qscan Group Holdings
Pty Ltd
Peter Coman (Chair)AUD-
Lilian BianchiAUD 84,240
Rachel DrewAUD-
Dr Ian CappeAUD 42,180
Dr Mark HansenAUD 158,253
Dr Rajeev JyotiAUD 31,659
Dr Tanya WoodAUD 61,746
John LivingstonAUD 140,144
Alan McCarthyAUD 21,090
RHC Holdco NZ LimitedPeter Coman (Chair)NZD 60,000
Dr Adrian BalasinghamNZD 19,846
Michael BrookNZD 60,000
Dr Andrew GoodingNZD 60,231
Phillippa HarfordNZD 45,000
Dr Nick KenningNZD 60,231
Alan McCarthyNZD 80,000
Dr Katherine O’ConnorNZD 61,538
Rachel DrewNZD 15,000
Manawa Energy LimitedPaul Ridley-Smith (Chair)NZD 146,250
Kevin BakerNZD 146,250
Joanna BreareNZD 115,539
Sheridan BroadbentNZD 75,706
Peter ComanNZD 21,667
David GibsonNZD 923
Michael SmithNZD 95,000
Deion CampbellNZD 124,583
Wellington International
Airport Limited
Rachel Drew (Chair)NZD 102,878
Tim BrownNZD 3,411
Peter ComanNZD 111,328
Wayne EaglesonNZD 99,331
Andrew FosterNZD 52,635
Matthew RossNZD 25,193
Tory WhanauNZD 30,141
Phillippa HarfordNZD 104,850
Phillip WalkerNZD 93,813
Mint Renewables
Limited
Deion Campbell (Chair)AUD 18,750
Will McIndoeAUD 18,750
Priya GrewalAUD 18,750
Clayton DelmarterAUD 18,750
Donations
The Group made donations of $0.7 million during the year ended 31 March
2023 (2022: $0.9 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 2023.
• 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 2023, Infratil
relied on this waiver in seeking approval from shareholders at the 2022
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 2022 international
portfolio annual incentive fee and/or the third instalment of the
Financial Year 2021 international portfolio annual incentive fee in 2023.
NZX Corporate Governance Code
Infratil considers that, during Financial Year 2023, 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.
Credit Rating
Infratil does not have a credit rating. As at 31 March 2023, Wellington
International Airport Limited had a BBB/Stable/A-2 rating from S&P Global
Ratings.
152153
Continuing share buyback programme
Infratil maintains an ongoing share buyback programme, as outlined in its
2022 Notice of Meeting. Infratil did not repurchase any shares during
Financial Year 2023 pursuant to that programme (which allows up to
20,000,000 shares to be bought back).
Shareholder information programme
Infratil is incorporated in New Zealand and is not subject to Chapters 6,
6A, 6B and 6C of the Australian Corporations Act 2001. The acquisition
of securities in Infratil may be limited under New Zealand law by the
Takeovers Code (which restricts the acquisition of control rights of more
than 20% of Infratil other than via a takeover offer under the Code) or
the effect of the Overseas Investment Act 2005 (which restricts the
acquisition of New Zealand assets by overseas persons).
Substantial Product Holders
The following information is pursuant to Section 293 of the Financial
Markets Conduct Act 2013. According to notices received by Infratil
under that Act, the following persons were substantial product holders
in Infratil as at 31 March 2023:
Substantial product holderNumber heldDate of Disclosure
Fisher Funds Management Limited
and Kiwi Wealth Investments Limited
36,843,087
(5.0 8 8 9 %)
6 December
2022
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 an entity’s total percentage holding moves by 1%, or
greater, or an entity ceases to be a substantial product holder.
On 27 April 2023, Fisher Funds Management Limited and Kiwi Wealth
Investments Limited Partnership advised that it had ceased to be a
substantial product holder.
The total number of voting securities of the Company on issue as at
31 March 2023 was 723,983,582 fully paid ordinary shares (31 March
2022: 723,983,582).
Twenty Largest Shareholders as at
31 March 2023
Tea Custodians Limited 4 4,583,575
Forsyth Barr Custodians Limited 34,195,053
Bnp Paribas Nominees NZ Limited Bpss40 33,666,030
HSBC Nominees (New Zealand) Limited 33,648,578
Citibank Nominees (Nz) Ltd 32,787,718
Custodial Services Limited 32,522,053
JPMORGAN Chase Bank 31,369,830
HSBC Nominees (New Zealand) Limited 30,733,375
FNZ Custodians Limited 29,659,385
Accident Compensation Corporation 28,779,521
JBWERE (Nz) Nominees Limited 18,187,038
New Zealand Superannuation Fund Nominees Limited 16,834,739
National Nominees New Zealand Limited 15,166,627
New Zealand Permanent Trustees Limited 14,746,939
Robert William Bentley Morrison & Andrew Stewart &
Anthony Howard
14,4 49,720
New Zealand Depository Nominee 10,929,765
Morrison & Co Property 9,376,562
Premier Nominees Limited 9,164,802
HSBC Custody Nominees (Australia) Limited 8,234,231
Hobson Wealth Custodian Limited 6,651,7 72
Spread of Shareholders as at 31 March 2023
Number
of shares*
Number
of holders
Total
shares held%
1-1,000 5,198 2 , 41 6 , 7 11 0.3%
1,001-5,000 8,376 22,035,271 3.0%
5,001-10,000 3,550 25,735,844 3.6%
10,001-50,000 3,786 76,539,817 10.6 %
50,001-100,000 389 26,558,688 3.7%
10 0,0 01 a n d O ve r 243 570,697,251 78.8%
Tot al 21,542 723,983,582 100.0%
* 321 shareholders hold less than a marketable parcel of Infratil shares
Twenty Largest Infrastructure Bondholders as at
31 March 2023
JBWERE (Nz) Nominees Limited
167,494,666
Forsyth Barr Custodians
163,888,075
Custodial Services Limited
141,082,838
FNZ Custodians Limited
117,052,350
New Zealand Central Securities
56,758,611
Hobson Wealth Custodian
51,245,167
Investment Custodial Services
24,412,178
Pin Twenty Limited
16,168,166
Forsyth Barr Custodians
1 0 , 8 0 7, 2 5 8
The Tindall Foundation
10,165,000
Rgtkmt Investments Limited
8,250,000
JBWERE (Nz) Nominees Limited
6,000,000
Forsyth Barr Custodians
5,252,937
FNZ Custodians Limited
4,426,080
FNZ Custodians Limited
3,968,100
Tappenden Holdings Limited
3,770,000
JBWERE (Nz) Nominees Limited
3,098,500
Garth Barfoot
2,500,000
Andrew Patrick Cunningham & Elizabeth Anne
Cunningham 2,340,000
Sterling Holdings Limited
2,306,000
Spread of Infrastructure Bondholders as at 31 March 2023
Number
of bonds
Number
of holders
Total
bonds held%
1-1 , 0 0 0 3 3,000 -
1,001-5,000 1,116 5,527,84 4 0.4%
5,001-10,000 2,956 28,327,270 2.1%
10,001-50,000 8,028 225,492,474 1 7. 1 %
50,001-100,000 1,262 101,809,660 7. 7 %
100,001 and Over 756 956,694,777 72.7%
Tot al 1 4 ,121 1 , 3 1 7, 8 5 5 , 0 2 5 100.0%
154155
Directors
Alison Gerry (Chair)
Jason Boyes
Andrew Clark
Paul Gough
Kirsty Mactaggart
Peter Springford
Anne Urlwin
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 Pty. Limited
Level 31
60 Martin Place
Sydney
NSW 2000
Telephone: +61 2 8098 7500
Manager
Morrison & Co Infrastructure Management Limited
5 Market Lane
PO Box 1395
Wellington
Telephone: +64 4 473 2399
Internet address: www.hrlmorrison.com
Share Registrar - New Zealand
Link Market Services
Level 30, PwC Tower
15 Customs Street West
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
20 Customhouse Quay
PO Box 993
Wellington 6140
Directory
---
Notes20232022
$000$000
Dividends received from subsidiary companies115,00085,000
Subvention income--
Operating revenue240,328289,901
Total revenue355,328374,901
Directors' fees 41,1011,057
Management and other fees 13233,862279,572
Other operating expenses 45,9889,567
Total operating expenditure240,951290,196
Operating surplus/(loss) before financing, derivatives, realisations and impairments114,37784,705
Net gain/(loss) on foreign exchange and derivatives292,160
Net realisations, revaluations and (impairments)71-
Financial income173,937137,094
Financial expenses(65,626)(62,729)
Net financing income108,31174,365
Net surplus before taxation222,788161,230
Taxation expense63,827(7,917)
Net surplus for the year 226,615153,313
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 year226,615153,313
The accompanying notes form part of these financial statements.
Statement of Comprehensive Income
For the year ended 31 March 2023
Infratil Limited
1
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
NotesCapitalOther reserves
Retained
earningsTotal
$000$000$000$000
Balance as at 1 April 20221,050,002-122,4081,172,410
Total comprehensive income for the year
Net surplus for the year--226,615226,615
Other comprehensive income after tax
----
Total other comprehensive income----
Total comprehensive income for the year--226,615226,615
Contributions by and distributions to owners
Share buyback----
----
Shares issued under dividend reinvestment plan----
Conversion of executive redeemable shares----
Reserves transferred from amalgamated company--28,79128,791
Dividends to equity holders 3--(135,711)(135,711)
Total contributions by and distributions to owners--(106,920)(106,920)
Balance as at 31 March 20231,050,002-242,1031,292,105
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----
8,260--8,260
Conversion of executive redeemable shares----
Dividends to equity holders 3--(130,090)(130,090)
Total contributions by and distributions to owners8,260-(130,090)(121,830)
Balance at 31 March 20221,050,002-122,4081,172,410
The accompanying notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 31 March 2023
Statement of Changes in Equity
For the year ended 31 March 2022
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: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
Notes20232022
$000$000
Cash and cash equivalents--
Prepayments and sundry receivables 13166,365274,983
Income tax receivable--
Advances to subsidiary companies 132,005,4332,123,241
Current assets2,171,7982,398,224
International Portfolio Incentive fees receivable from subsidiaries146,317140,832
Deferred tax 621,69012,657
Investments 13585,529585,529
Non-current assets753,536739,018
Total assets2,925,3343,137,242
Bond interest payable4,5564,467
Accounts payable6,6806,149
Accruals and other liabilities 14164,435270,999
Infrastructure bonds 7121,954193,467
Derivative financial instruments 8--
Loans from group companies 13-153,897
Total current liabilities297,625628,979
International Portfolio Incentive fees payable146,318140,832
Infrastructure bonds 7957,368963,104
Perpetual Infratil Infrastructure bonds 7231,917231,917
Derivative financial instruments 8--
Non-current liabilities1,335,6031,335,853
Attributable to shareholders of the Company1,292,1051,172,410
Total equity1,292,1051,172,410
Total equity and liabilities2,925,3343,137,242
Approved on behalf of the Board on 20 May 2023
Director Director
The accompanying notes form part of these financial statements.
Statement of Financial Position
Infratil Limited
As at 31 March 2023
3
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
Notes20232022
$000$000
Cash flows from operating activities
Cash was provided from:
Dividends received from subsidiary companies115,00085,000
Subvention income--
Interest received173,937137,094
Operating revenue receipts171,856184,729
460,793406,823
Cash was dispersed to:
Interest paid(63,553)(60,070)
Payments to suppliers(169,792)(186,007)
Taxation (paid) / refunded(5,206)(4,036)
(238,551)(250,113)
Net cash flows from operating activities 10222,242156,710
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(7,298)(42,183)
(7,298)(42,183)
Net cash flows from investing activities(7,298)(42,183)
Cash flows from financing activities
Cash was provided from:
Proceeds from issue of shares--
Issue of bonds115,919102,403
115,919102,403
Cash was dispersed to:
Repayment of bonds(193,696)(93,883)
Infrastructure bond issue expenses(1,457)(1,216)
Repurchase of shares--
Dividends paid 3(135,710)(121,831)
(330,863)(216,930)
Net cash flows from financing activities(214,944)(114,527)
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 2023
4
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(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 2023
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. These are the separate stand alone financial statements of the Parent entity. Reference should be made to the
consolidated financial statements of Infratil Group Limited for the Group position. 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
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(E) Impairment of assets
(F) Borrowings
(G) Foreign currency transactions
(H) New standards, amendments and pronouncements not yet adopted by the Company
(2) Nature of business
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.
At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any
difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the
effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.
Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets
and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign
currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest
and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair
value was determined. Foreign currency differences arising on translation are recognised in profit or loss.
The Company is the ultimate parent company of the Infratil Group, owning infrastructure 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: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(3) Infratil shares and dividends
Ordinary shares (fully paid)
20232022
SharesShares
Total authorised and issued capital at the beginning of the year723,983,582722,952,533
Movements during the year:
New shares issued
--
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
723,983,582723,983,582
Dividends paid on ordinary shares2023202220232022
cents per sharecents per share$000$000
Final dividend prior year (paid 21 June 2022)12.00 11.50 86,878 83,140
Interim dividend current year (paid 20 December 2022)6.75 6.50 48,869 46,992
Dividends paid on ordinary shares18.75 18.00 135,747 130,132
(4) Other operating expenses
20232022
$000$000
Fees paid to the Company auditor264287
Directors’ fees
1,1011,057
Administration and other corporate costs
5,7249,280
Total other operating expenses
7,089 10,624
20232022
Fees paid to the Company auditor
$000$000
Audit and review of financial statements
242
267
Other assurance services
22
20
Taxation services
-
-
Other services
-
-
Total fees paid to the Company auditor
264 287
(5) Net realisations and (impairments)
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 procedure engagements.
All fully paid ordinary shares have equal voting rights and share equally in dividends and equity. At 31 March 2023 the Company held 1,662,617 shares as Treasury
Stock (31 March 2022: 1,662,617).
At 31 March 2023 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. These balances are within the Infratil wholly owned group to
entities also controlled either directly or indirectly by Infratil Limited.
7
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(6) Taxation
20232022
$000$000
Surplus before taxation
222,788161,230
Taxation on the surplus for the period @ 28%62,38145,144
Plus/(less) taxation adjustments:
Net realisations and (impairments)--
Net benefit of imputation credits--
Exempt dividends(31,719)(23,800)
Losses offset within Group(30,683)(18,673)
Subvention payment--
Recognition of previously unrecognised deferred tax--
Timing differences not recognised--
Over provision in prior years(3,806)3,544
Other permanent differences-1,702
Taxation expense(3,827)7,917
Current taxation 5,2064,037
Deferred taxation (9,033)3,880
(3,827)7,917
There was no income tax recognised in other comprehensive income during the period (2022: nil).
Recognised deferred tax assets and liabilities
20232022
$000$000
Derivatives--
Provisions--
Tax losses carried forward21,69012,657
Deferred tax assets21,69012,657
20232022
$000$000
Derivatives--
Employee benefits--
Customer base assets--
Provisions--
Tax losses carried forward--
Other items--
Deferred tax liabilities--
20232022
$000$000
Derivatives--
Provisions--
Tax losses carried forward21,69012,657
Net deferred tax assets/(liabilities)21,69012,657
Changes in temporary differences affecting tax expense
2023202220232022
$000$000$000$000
Derivatives-(604)--
Provisions----
Tax losses carried forward9,033(3,276)--
Other items----
9,033(3,880)--
Assets
Tax Expense
Liabilities
Net Assets/(Liabilities)
Other Comprehensive Income
8
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(7) Infrastructure Bonds
20232022
$000$000
Balance at the beginning of the year1,388,4881,378,949
Issued during the year115,919102,403
Exchanged during the year-(54,799)
Matured during the year(193,696)(39,084)
Purchased by Infratil during the year--
Bond issue costs capitalised during the year(1,457)(1,216)
Bond issue costs amortised during the year2,2462,488
Issue premium amortised during the year(261)(253)
Balance at the end of the year1,311,2391,388,488
Current121,954193,467
Non-current fixed coupon 835,252841,148
Non-current variable coupon 122,116121,956
Non-current perpetual variable coupon231,917231,917
Balance at the end of the year1,311,2391,388,488
Repayment terms and interest rates:
IFT190 Maturing in June 2022, 6.85% p.a. fixed coupon rate-93,696
IFT240 Maturing in December 2022, 5.65% p.a. fixed coupon rate-100,000
IFT210 Maturing in September 2023, 5.25% p.a. fixed coupon rate122,104122,104
IFT230 Maturing in June 2024, 5.50% p.a. fixed coupon rate56,11756,117
IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100,000100,000
IFT250 Maturing in June 2025, 6.15% p.a. fixed coupon rate43,41343,413
IFT300 Maturing in March 2026, 3.35% p.a. fixed coupon rate120,269120,269
IFT280 Maturing in December 2026, 3.35% p.a. fixed coupon rate156,279156,279
IFT310 Maturing in December 2027, 3.60% p.a. fixed coupon rate102,403102,403
IFT320 Maturing in June 2030, 5.93% p.a. fixed coupon rate146,249-
IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate until 15 December 2023115,919146,249
IFTHC Maturing in December 2029, 2.75% p.a. variable coupon rate reset annually from 15 December 2021123,186123,186
IFTHA Perpetual Infratil infrastructure bonds231,917231,917
less: issue costs capitalised and amortised over term(7,438)(8,227)
add: issue premium capitalised and amortised over term8211,082
Balance at the end of the year1,311,2391,388,488
IFTHC bonds
The Company has 123,186,000 (31 March 2022: 123,186,000) IFTHCs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the
period to 15 December 2023 the coupon is fixed at 7.89% per annum (2022: 4.19%). Thereafter the rate will be reset annually at 2.50% per annum over the then
one year swap rate for quarterly payments.
The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years. The interest rate for the IFT270
bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum of the five year swap rate on 15 December 2023 plus a margin
of 2.50% per annum.
IFT270 bonds
Perpetual Infratil infrastructure bonds ('PIIBs')
The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.
The Company has 231,916,600 (31 March 2022: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the
period to 15 November 2023 the coupon will be fixed at 6.45% per annum (2022: 3.14%). Thereafter the rate will be reset annually at 1.50% per annum over the
then one year swap rate for quarterly payments, unless Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure
bonds have no fixed maturity date. No PIIBs (2022: nil) were repurchased by Infratil Limited during the period.
At 31 March 2023 the Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,203.4 million (31 March 2022: $1,322.8 million).
Fixed coupon
Throughout the period the Company complied with all debt covenant requirements as imposed by the bond supervisor.
9
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(8) Financial instruments
The Company has exposure to the following risks due to its business activities and financial policies:
•Credit risk
•Liquidity risk
•Market risk (interest rates and foreign exchange)
2023
Accounts
payable,
accruals and
other liabilities
Infrastructure
bonds
Perpetual Infratil
Infrastructure
bonds
Derivative
financial
instrumentsTotal
$000$000$000$000$000
Balance sheet
317,4331,083,878231,917-1,633,228
Contractual cash flows
317,4331,310,816339,743-1,967,992
6 months or less
171,718148,8817,479-328,078
6 to 12 months
-23,5727,479-31,051
1 to 2 years
89,77947,14414,959-151,882
2 to 5 years
55,936669,05744,876-769,869
5 years +
-422,162264,950-687,112
2022
Balance sheet
571,8771,161,038231,917-1,824,000
Contractual cash flows
571,8771,357,533288,050-2,076,628
6 months or less
431,045120,7913,641-414,645
6 to 12 months
-122,2383,641-125,879
1 to 2 years
107,592160,7547,282-276,020
2 to 5 years
33,240553,20421,847-607,899
5 years +
-400,546251,639-652,185
The tables below analyse the financial liabilities by relevant maturity groupings based on the earliest possible contractual maturity date at the year end date. The
amounts in the tables below are contractual undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bond cash flows
have been determined by reference to the longest dated Infratil Bond maturity in the year 2029.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board also has a function
of reviewing management practices in relation to identification and management of significant business risk areas and regulatory compliance. The Company has
developed a comprehensive, enterprise wide risk management framework. Management and Board participate in the identification, assessment and monitoring
of new and existing risks. Particular attention is given to strategic risks that could affect the Company.
Credit risk
Liquidity risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company is exposed to
credit risk in the normal course of business including those arising from financial derivatives and transactions (including cash balances) with financial institutions.
The Company has adopted a policy of only dealing with credit-worthy counterparties, as a means of mitigating the risk of financial loss from defaults. Derivative
counterparties and cash transactions are limited to high-credit-quality financial institutions and other organisations in the relevant industry. The Company’s
exposure and the credit ratings of counterparties are monitored. The carrying amounts of financial assets recognised in the Statement of Financial Position best
represent the Company’s maximum exposure to credit risk at the reporting date. No security is held on these amounts.
Liquidity risk is the risk that assets held by the Company cannot readily be converted to cash to meet the Company's contracted cash flow obligations. Liquidity
risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and liabilities. The Company's approach to
managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due and make value investments, under
both normal and stress conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
10
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
Interest rates
20232022
$000$000
At balance date the face value of interest rate contracts outstanding were:
Interest rate swaps in place at year end
--
Fair value of interest rate swaps
--
The termination dates for the interest rate swaps are as follows:
Between 0 to 1 year
--
Interest rate sensitivity analysis
20232022
$000$000
Profit or loss
100 bp increase(2,557)(2,557)
100 bp decrease2,5572,557
There would be no material effect on equity.
Foreign currency
Fair values
20232022
$000$000
Assets
Derivative financial instruments - foreign exchange--
--
--
Split as follows:
Current --
Non-current --
--
Liabilities
Derivative financial instruments - foreign exchange--
Derivative financial instruments - interest rate--
--
Split as follows:
Current --
Non-current --
--
The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/lower with all other variables
held constant.
The Company has exposure to currency risk on the value of its assets and liabilities denominated in foreign currencies, future investment obligations and future
income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to occur. Decisions on buying forward cover for likely foreign
currency investments is subject to the Company’s expectation of the fair value of the relevant exchange rate.
Derivative financial instruments - interest rate
At 31 March 2023, if the New Zealand dollar had weakened/strengthened by 10 percent against foreign currencies, with all other variables held consistent, post-
tax profit would not have been materially different. There would have been no material impact on balance sheet components.
The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception of bond debt held at
amortised cost which have a fair value at 31 March 2023 of $1,203.4 million (31 March 2022: $1,322.8 million) compared to a carrying value of $1,311.2 million (31
March 2022: $1,388.5 million).
Foreign exchange sensitivity analysis
Market risk
Interest rate risk is the risk of interest rate volatility negatively affecting the Company's interest expense cash flow and earnings. The Company mitigates this risk
by issuing borrowings at fixed interest rates or entering into Interest Rate Swaps to convert a portion of floating rate exposures to fixed rate exposure. Borrowings
issued at fixed rates expose the Company to fair value interest rate risk which is managed by the interest rate profile and hedging.
11
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
Estimation of fair values
Valuation inputSource
Interest rate forward price curvePublished market swap rates
Discount rate for valuing interest rate derivatives
Fair value hierarchy
•Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
•Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
Capital management
•Available sources of capital and relative cost
•Nature of its activities
•Quality and dependability of earnings/cash flows
•The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow
analysis using the applicable yield curve or available forward price data for the duration of the instruments.
There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair value hierarchy during the
year ended 31 March 2023 (2022: nil).
The key factors in determining the Company's optimal capital structure are:
•Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices) (level 2)
The analysis of financial instruments carried at fair value, by valuation method is below. The different levels have been defined as follows:
•Capital needs over the forecast period
The fair values and net fair values of financial assets and financial liabilities are determined as follows:
•The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to
quoted market prices.
•The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.
Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key types of variables used by
the valuation techniques are:
•forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and
•discount rates.
Published market interest rates as applicable to the remaining life of
the instrument.
There were no changes to the Company's approach to capital management during the year.
The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect of these variables that could
be used in estimating the fair value of these derivatives. Maximum use is made of observable market data when selecting variables and developing assumptions
for the valuation techniques.
All financial instruments measured at fair value in the statement of financial position are valued either directly (that is, using externally available inputs) or
indirectly (that is, derived from externally available inputs) and are classified as level 2 under NZ IFRS 13.
The Company has no interest rate swap derivatives at any level at 31 March 2023 (31 March 2022: no interest rate swap derivatives).
The Company seeks to ensure that no more than 20% of its Infrastructure bonds mature in any one year period, and to spread the maturities of its facilities. The
Company manages its interest rate profile so as to minimise net value volatility. This means having interest costs fixed for extended terms. At times when long
rates appear to be unsustainably high, the profile may be shortened, and when rates are low the profile may be lengthened.
The Company's capital includes share capital, reserves, and retained earnings. From time to time the Company purchases its own shares on the market with the
timing of these purchases dependent on market prices, an assessment of value for shareholders and an available window to trade on the NZX. Primarily the
shares are intended to be held as treasury stock and may be reissued under the Dividend Reinvestment Plan or cancelled. During the year, no shares were bought
back by the Company (2022: nil).
12
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(9) Investment in subsidiaries and associates
The significant investments of the Company and their activities are summarised below:
Subsidiaries
HoldingHolding
20232022
New Zealand
Infratil 1998 Limited100%100%InvestmentNew Zealand
Infratil 2016 Limited100%100%InvestmentNew Zealand
Infratil 2018 Limited100%100%InvestmentNew Zealand
Infratil 2019 Limited100%100%InvestmentNew Zealand
Infratil AR Limited100%100%InvestmentNew Zealand
Infratil Energy Limited100%100%InvestmentNew Zealand
Infratil Europe Limited100%100%InvestmentNew Zealand
Infratil Finance Limited100%100%FinanceNew Zealand
Infratil Gas Limited100%100%InvestmentNew Zealand
Infratil HC Limited100%100%InvestmentNew Zealand
Infratil HPC Limited100%100%InvestmentNew Zealand
Infratil Infrastructure Property Limited100%100%InvestmentNew Zealand
Infratil Investments Limited100%100%InvestmentNew Zealand
Infratil No 1 Limited100%100%InvestmentNew Zealand
Infratil No 5 Limited100%100%InvestmentNew Zealand
Infratil Outdoor Media Limited100%100%InvestmentNew Zealand
Infratil PPP Limited100%100%InvestmentNew Zealand
Infratil RE Limited100%100%InvestmentNew Zealand
Infratil Renewables Limited100%100%InvestmentNew Zealand
Infratil RHC Limited100%100%InvestmentNew Zealand
Infratil RV Limited100%100%InvestmentNew Zealand
Infratil TowerCo Limited100%100%InvestmentNew Zealand
Infratil Ventures II Limited100%100%InvestmentNew Zealand
Infratil Ventures Limited100%100%InvestmentNew Zealand
NZ Airports Limited100%100%InvestmentNew Zealand
Swift Transport Limited
100%100%InvestmentNew Zealand
Infratil Australia Limited100%100%InvestmentNew Zealand
The financial year-end of all the significant subsidiaries is 31 March.
(10) Reconciliation of net surplus with cash flow from operating activities
20232022
$000$000
Net surplus for the year 226,615153,313
Less items classified as investing activity:
Loss/(profit) on investment realisations and impairments72-
Add items not involving cash flows:
-(2,158)
(73)-
Amortisation of deferred bond issue costs & issue premium1,9852,235
Movements in working capital
Change in receivables103,133(104,390)
Change in trade payables5311,099
Change in accruals and other liabilities(100,989)102,731
Change in deferred tax and tax receivable(9,033)3,880
Net cash inflow from operating activities222,242156,710
Movement in financial derivatives taken to the profit or loss
Other non cash movements
Principal activityCountry of
incorporation
13
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(11) Commitments
There are no outstanding commitments (2022: nil).
(12) Contingent liabilities
(13) Related parties
Related Party2023202220232022
$000$000$000$000
Advances
Infratil Finance Limited
173,925124,2562,005,4332,123,241
Aotea Energy Holdings Limited
---(153,897)
Investments in
Infratil Investments Limited
87,66587,665
Infratil 1998 Limited
12,00012,000
Infratil Finance Limited
153,897153,897
Infratil No. 1 Limited
78,02478,024
Infratil PPP Limited
5,9425,942
Infratil No. 5 Limited
248,001248,001
Receivables
Infratil Australia Limited
1,6222,942
Infratil PPP Limited
5091,019
Infratil No. 5 Limited
138,938205,495
Infratil 2018 Limited
27,743186,315
Infratil Renewables Limited
141,63715,825
Management and other fees paid by the Company to MCIM, MCO or its related parties during the year were:20232022
$000$000
Management fees1462,63556,760
Executive secondment and consulting--
International Portfolio Incentive fee14169,615221,200
Directors fees--
Financial management, accounting, treasury, compliance and administrative services1,6121,612
Investment banking services--
Total management and other fees233,862279,572
At 31 March 2023 amounts owing to MCIM of $5.3 million (excluding GST) are included in accounts payable (2022: $5.0 million).
Intercompany
Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of business. A number of key
management personnel are also Directors of Group subsidiary companies and associates.
Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management fees in accordance with the
applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership ('MCO'). Mr Boyes has been a director Chief Executive
Officer of Infratil since 1 April 2021. Entities associated with Mr Boyes also have a beneficial interest in MCO.
Note 9 identifies significant entities in which the Company has an interest. All of these are related parties of the Company. The Company has the following
significant loans, investments to/from/in its subsidiaries and receivables:
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.
Interest income/(expense)
The Company has agreed to guarantee certain obligations of Infratil Trustee Limited, a related party, that is the Trustee to the Infratil Staff Share Scheme. The
amount of the guarantee is limited to the loans provided to the employees.
At 31 March 2023 prepayments and sundry receivables includes amounts receivable from subsidiaries for International Portfolio Incentive fees of $164.1m (2022:
$270.8m).
14
DocuSign Envelope ID: 9F443795-4DA4-412E-870B-ADE89CA7AE6C
(14) Management fees paid under the Management Agreement with Morrison & Co Infrastructure Management Limited ('MCIM')
20232022
$000$000
New Zealand & International Portfolio Management Fees62,635 56,760
International Portfolio Incentive Fees169,615 221,200
232,250 277,960
New Zealand Portfolio Management Fee
International Portfolio Incentive Fees
International Portfolio Annual Incentive Fees2023
2022
$000$000
CDC Data Centres37,355 84,751
Longroad Energy132,261 14,064
RetireAustralia-904
169,616 99,719
At 31 March 2023 accruals and other liabilities includes the current portion of the International Portfolio Annual Incentive fees payable.
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 became eligible for the International Portfolio Initial Incentive Fee as at 31 March 2022. Based on an
independent valuation obtained as at 31 March 2023, no International Portfolio Initial Incentive Fee has been accrued.
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 2023 (31 March 2022: RetireAustralia, CDC Data Centres and Longroad Energy).
Based on independent valuations obtained as at 31 March 2023, an Annual Incentive Fee of $169.6 million has been accrued as at that date (31 March 2022:
$99.7 million).
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:
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,
[TRUNCATED]
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