We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| International Public Partnerships Ld | LSE:INPP | London | Ordinary Share | GB00B188SR50 | ORD 0.01P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.60 | 0.49% | 123.80 | 123.80 | 124.40 | 125.20 | 123.60 | 124.00 | 729,319 | 10:08:01 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Unit Inv Tr, Closed-end Mgmt | 72.02M | 27.86M | 0.0163 | 76.07 | 2.12B |
From Apr 2019 to Apr 2024
TIDMINPP
RNS Number : 9480A
International Public Partnership Ld
30 March 2017
30 March 2017
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
FULL YEAR RESULTS FOR THE TWELVE MONTHSED 31 DECEMBER 2016
-- Committed to invest more than GBP489 million in 18 projects in 2016
-- All new investments were in core infrastructure assets and are projected to enhance overall returns for shareholders
-- There is a clear pipeline of new opportunities offering accretive returns for 2017 and beyond
-- Recent investments continue the high level of inflation linkage in the Company's investment returns
-- Sustained dividend increases of c.2.5% over more than a decade with dividend growth to 6.65 pence per share in 2016 and the Company is on track for continued dividend growth in 2017 and 2018
-- Continued and proven value creation, bringing Total Shareholder Return to 148.5%, an average of 9.4% per annum since IPO in 2006(1)
-- Successful completion of two capital raisings in 2016, securing a total of GBP200 million in fresh equity to support strong future pipeline in regulated and other public infrastructure projects
FINANCIAL HIGHLIGHTS (2)
Hot Features
Premium
-- Net Asset Value ('NAV') growth of 24.3% to GBP1.6 billion (2015: GBP1.3 billion)
-- NAV per share growth of 9.2% to 142.2 pence (2015: 130.2 pence)
-- IFRS profit before tax increase of 119.4% to GBP175.3 million (2015: GBP79.9 million)
-- Full-year dividend increase of c.2.5% to 6.65 pence per share (2015: 6.45 pence per share)
-- Weighted NAV portfolio return projected annual increase of 0.78% per annum in response to a 1% per annum inflation (2015: 0.76%)
-- Minimum target 2017 and 2018 full-year dividend of 6.82 and 7.00 pence per share, respectively with 1.2x cash dividend cover(3)
(1) Since inception (November 2006). Source: Bloomberg. Share price plus dividends assumed to be reinvested.
(2) As at 31 December 2016 unless otherwise stated.
3 These are targets only and not profit forecasts. There can be no assurance that these targets will be met or that the Company will many any distributions at all.
PORTFOLIO UPDATE
In 2016, INPP continued to pursue its long-term strategy of value-focused portfolio development, active asset management and effective financial management in high quality, predictable, long-duration infrastructure projects. The Company deployed a record GBP209.9 million of investment and c.GBP280 million of investment commitments to seven new and eleven follow-on investments, including:
-- Continued expansion of regulated asset base:
o GBP275 million agreed investment in National Grid's gas distribution network;
o GBP70.2 million follow-on investment in the Thames Tideway Tunnel;
o GBP26.8 million investment in Westermost Rough offshore transmission project.
-- Strategic use of pre-emption rights to increase minority stakes in existing assets :
o GBP72.3 million investment to acquire interests in ten Building Schools for Future ("BSF") projects;
o Acquisition of an additional 72% in the Wolverhampton BSF concession;
o GBP5.1 million in the fifth and final batch of schools delivered under Priority Schools Building Aggregator Programme.
-- Capitalising on unique primary access to the North American P3 market through the Investment Adviser's joint venture, with a GBP24.6 million investment in the US military housing sector.
-- Further geographical diversification in low-risk, OECD countries with a GBP4.4 million commitment to invest in the 7.3km extension to the Gold Coast Light Rail PPP concession project in Queensland, Australia
Rupert Dorey, Chairman of International Public Partnerships Limited, commented: "On the Company's tenth anniversary, I am pleased to report another very successful year for our shareholders with continued dividend growth. This was also a record year for investment in which we invested or committed over GBP489 million into regulated and public infrastructure projects. As a result of our strong operational performance, the Company continues to deliver predictable, inflation-linked returns, helping generate a total shareholder return of 148.5% over the past decade."
"The strength of the Company and its Investment Adviser's experience and credibility has been proven in our ability to help originate multi-billion pound regulated infrastructure transactions, giving access to some of the most desirable assets in the market both under construction and in operation - including the Thames Tideway Tunnel and National Grid's gas distribution network in the U.K.
We continue to work and invest within the core infrastructure sector where returns are predictable and growing, and where we believe that risks are mitigated through long term contracts and well established regulatory regimes. We continue to benefit from a measured approach to new investments and through the ability of our Investment Adviser to generate opportunities for the Company offering enhanced capital growth and also through maximising the use of the Company's pre-emption rights over its existing portfolio. These factors make us confident in our ability to continue to procure a strong pipeline that will provide highly predictable and secure cash flows over the long term. The oversubscription of two capital raisings in 2016 also gives us confidence in the level of investor appetite for the Company's investment strategy. We look forward to maintaining a track record of stable and growing returns to our investors."
OUTLOOK
-- Increased infrastructure investment continues to rank highly on all government agendas in the jurisdictions in which the Company invests. The global scale of, and demand for, private sector capital investment remains significant and is expected to be accretive to the Company's potential pipeline.
-- Supported by the market-leading origination, development and asset management capability of its Investment Adviser - the Company remains well-positioned to capitalise on this demand and realise a pipeline of suitable projects that match its investment criteria of high-quality, predictable and long-duration assets.
-- Maintaining focus on delivering completion of its investments including GBP78.2 million into the Thames Tideway Tunnel and up to GBP275 million in National Grid's gas distribution network.
-- The Company's corporate debt facility is currently drawn or committed (through letters of credit) to GBP362.9 million and the Company is considering capital issuance in early Q2 2017 in the order of GBP250m.
-- Global political uncertainty and consequential economic risk present potential market-wide challenges but the nature of the Company's investment portfolio and active approach to asset management provides a firm foundation to combat any emerging risks that may impact the investment cycle.
http://www.rns-pdf.londonstockexchange.com/rns/9480A_-2017-3-29.pdf
SINPP will be holding an analyst and investor presentation and conference call at 9.30am on the day of announcement (30 March 2017).
Investors and analysts wishing to attend or join remotely are asked to RSVP to Louise Harvey at FTI Consulting on +44 (0)20 3727 1673 / louise1.harvey@fticonsulting.com. The analyst and investor presentation is not open to media.
A copy of the results presentation can be downloaded from the Company's website:
www.internationalpublicpartnerships.com
NOTES TO EDITORS
Amber Infrastructure FTI Consulting FTI Consulting Erica Sibree Ed Berry Mitch Barltrop +44 (0)20 7939 0558 +44 (0)7703 330 199 +44 (0)7807 296 032
About International Public Partnerships:
International Public Partnerships ('INPP') is a listed infrastructure investment company which invests in global public infrastructure projects developed under the public private partnerships ('PPP'), private finance initiative ('PFI'), regulated asset and other similar procurement methods.
Listed in 2006, INPP is a long-term investor in 126 social and transport infrastructure projects, including schools, hospitals, courts, police headquarters, transport and utility and transmission projects in the UK, Europe, Australia and North America. INPP seeks to provide its shareholders with both a long-term yield and capital growth through investment across both construction and operational phases typically of 25-40 year concessions.
Amber Infrastructure Group ('Amber') is the Investment Adviser to INPP and has over 90 dedicated staff who manage, advise on and originate projects for INPP.
Visit the INPP website at www.internationalpublicpartnerships.com for more information.
International Public Partnerships Limited
Annual Report and Financial Statements for the year ended 31 December 2016
Registered number: 45241
www.internationalpublicpartnerships.com
Note: Page references in this announcement refer to the full formatted Annual Financial Report for the period ended 31 December 2016 that can be found on the Company's website. Certain charts cannot be reproduced for the RNS format and can also be seen in the PDF version of this document available on the Company's website.
HIGHLIGHTS
We aim to provide our investors with sustainable, long-term and inflation-linked returns.
We do this through growing dividends and by creating the potential for capital appreciation.
Our approach is supported by robust investment cash flows.
DIVIDS
6.65p - 2016 full-year distribution(1) per share
6.82p - 2017 full-year distribution target(2) per share
7.00p - 2018 full-year distribution target(2) per share
2.5% - Average annual dividend increase(2)
1.2 x - Cash dividend covered(3)
NET ASSET VALUE ('NAV')
GBP1.6bn - NAV Directors valuation at 31 December 2016(4) (2015: GBP1.3bn)
142.2p - NAV per share at 31 December 2016(4) (2015: 130.2p)
24.3% - Increase in NAV
9.2% - Increase in NAV per share
PORTFOLIO ACTIVITY
GBP489.3m - Investment or commitment during 2016
TOTAL SHAREHOLDER RETURN ('TSR')
148.5% - TSR since inception(5)
9.4% - Compound annual growth in TSR since inception(5)
PROFIT
GBP175.3m - Profit Before Tax (2015: GBP79.9m)
1 The forecast date for payment of the dividend relating to the half year ending 31 December 2016 is 7 June 2017. 2 Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future. 3 Cash dividend payments to investors are paid from net operating cash flow (after taking into account financing costs). 4 The methodology used to determine investment fair value is incorporated within the NAV as described in detail on pages 23 to 28. 5 Since inception November 2006. Source: Bloomberg. Share price plus dividends assumed to be reinvested.
COMPANY OVERVIEW
International Public Partnerships invests in high quality, predictable, long-duration infrastructure projects.
TRACK RECORD OF STABLE AND GROWING RETURNS TO INVESTORS
INPP Dividend Payments
[Diagram can be found in PDF version of this document on the Company's website].
Compound annual growth rate in TSR of 9.4% p.a.(1)
Over a decade INPP has grown from GBP300m market capitalisation to GBP1.74bn (December 2016)
Dividend growth has averaged 2.5% since inception(2)
High degree of inflation linkage
PREDICTABLE, SECURE, LONG-TERM CASHFLOWS
INPP Projected Cash Flow Profile(3)
[Diagram can be found in PDF version of this document on the Company's website].
Long-dated, contractual, predictable cash flows
Regulated revenues or Government backed counterparties
Investments focused on high-quality, OECD countries
A WELL DIVERSIFIED PORTFOLIO
Sector Breakdown
Energy transmission 26% --------------------- ---- Education 25% --------------------- ---- Transport 19% --------------------- ---- Waste Water 9% --------------------- ---- Health 6% --------------------- ---- Courts 5% --------------------- ---- Military Housing 4% --------------------- ---- Police Authority 3% --------------------- ---- Other 3%
126 investments in infrastructure projects(1) across a variety of sectors.
Geographical Split
UK 71% ----------- ---- Belgium 12% ----------- ---- Australia 6% ----------- ---- US 4% ----------- ---- Germany 3% ----------- ---- Canada 3% ----------- ---- Ireland 1% ----------- ---- Italy <1%
Invested in selected global regions that meet INPP's specific risk and return requirements
Investment Type
Investments with third party senior debt 87% --------------------------- ---- Investments with no third party senior debt(4) 13%
Invested across the capital structure, taking into account appropriate risks to returns
Mode of Acquisition/Asset Status
Construction 12% -------------- ---- Operational 88% -------------- ---- Early Stage Investor(5) 82% -------------- ---- Later Stage Investor(6) 18%
Early stage investor gives first mover advantage and maximises primary capital growth opportunities.
Project Ownership
100% 60% --------- ---- 50%-100% 9% --------- ---- <50% 31%
Preference to hold majority stakes.
Investment Life
<20 years 48% --------------- ---- 20 - 30 years 39% --------------- ---- >30 years 13%
Weighted average portfolio life of 31 years(7)
INTERNATIONAL PUBLIC PARTNERSHIPS WITH AMBER INFRASTRUCTURE - A STRONG PARTNERSHIP
- Experienced independent Board and strong corporate governance
- INPP's Investment Adviser, Amber Infrastructure, is a leading originator, asset and fund manager
- Amber has one of the largest independent teams in the sector with over 90 employees working internationally with INPP's assets
- We have a long-standing relationship - Amber has managed INPP's assets since its inception in 2006
- Amber has a strong track record of originating and developing opportunities for new investment
- Amber's active management approach to underlying asset investments supports sustainable performance
Relationship with the Investment Adviser and its Group
[Diagram can be found in PDF version of this document on the Company's website].
1. Since inception November 2006. Source: Bloomberg Share price plus dividends assumed to be reinvested.
2. Future dividends cannot be guaranteed. Projections based on current estimates and may vary in the future.
3. There are many factors that may influence the actual achievement of long-term cash flows to the Company. These include both internal as well as external factors and investors should not treat the chart above as being more than an indicative profile and not a projection, estimate or profit forecast. The actual achieved profile will almost certainly be different and may be higher or lower than indicated.
4. Investments where the Company holds both the Risk Capital and the senior debt or the senior debt has been repaid.
5. Early stage investor - asset developed or originated by the Investment Adviser or predecessor team in the primary market as a new investment opportunity
6. Later stage investor - asset acquired from a third party investor in the secondary market
7. Includes non-concession entities which have potentially a perpetual life but assumed to have finite lives for this illustration
TOP 10 INVESTMENTS
INPP's top ten investments by fair value at 31 December 2016 are summarised below.
A complete listing of the Group's investments is in note 21 of the financial statements, with further information available on the Company's website (www.internationalpublicpartnerships.com).
Status % holding % investment % investment
at at fair value fair value
31 December 31 December 31 December 31 December
Location Sector 2016 2016 2016 2015
-------------- ------------------- --------------- ---------------- -------------- ------------- -------------
Lincs
Offshore Lincolnshire, Energy 100% Risk
Transmission United Kingdom Transmission Operational Capital(1) 11.7% 14.1%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Diabolo Rail Brussels, 100% Risk
Link(2) Belgium Transport Operational Capital(1) 11.5% 11.4%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Thames
Tideway London, United Under 16% Risk
Tunnel(2) Kingdom Waste Water Construction Capital(1) 9.1% 4.9%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
100% Risk
Capital(1)
Ormonde and 100%
Offshore Cumbria, Energy senior
Transmission United Kingdom Transmission Operational debt 8.9% 11.0%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Angel Various, 5% Risk
Trains(2) United Kingdom Transport Operational Capital(1) 4.5% 4.9%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
U.S. Military Various, Military 100% Risk
Housing(2,3) United States Housing Operational Capital(1) 4.0% 2.7%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Royal
Children's Victoria, 100% Risk
Hospital(2) Australia Health Operational Capital(1) 2.8% 3.4%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Various, 49% Risk
BeNEX Rail(2) Germany Transport Operational Capital(1) 2.5% 2.9%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
Northampton Northamptonshire, 100% Risk
Schools United Kingdom Education Operational Capital(1) 2.1% 2.7%
-------------- ------------------- ---------------- --------------- -------------- ------------- -------------
100% Risk
Capital(1)
Hereford & and 100%
Worcester Worcestershire, senior
Courts United Kingdom Courts Operational debt 2.0% 2.7% -------------- ------------------- ---------------- --------------- -------------- ------------- ------------- 1 Risk Capital includes both project level equity and subordinated shareholder debt.
2 These projects contain revenues that are not solely dependent on availability but also include an element of linkage to other factors such as passenger numbers, rolling stock releasing assumptions, occupancy and/or are regulated assets. All other investments receive entirely availability based revenues.
3 Includes two tranches of investment into U.S. Military Housing.
Significant movements in the Group's portfolio for the year ended 31 December 2016 can be found on page 15 of the Strategic Report.
CHAIRMAN'S LETTER
Dear Shareholders,
I am pleased to report that 2016 represented International Public Partnerships' ('INPP', 'the Company') tenth anniversary of listing.
Over the past decade, we have generated a total shareholder return of 148.5%. This is equivalent to an average annual return of 9.4% and ahead of our long-term target of 8%-9% returns(1) . We are positive about the Company's ability to continue to deliver predictable, inflation-linked returns in the future.
Despite operating in an environment of increased political uncertainty, the combination of strong and sustained portfolio performance, growth in capital deployed into complementary assets, and robust investor demand for the stock, has resulted in an increase of INPP's market capitalisation to over GBP1.7 billion at the end of 2016, up from GBP1.4 billion at the end of the previous year.
The infrastructure investment market remains buoyant, driven by increasing numbers of investors seeking access to long-duration, low-volatility, robust-yielding assets with inflation protection and low correlation to the broader market. In 2016, we made and committed record levels of investment into global infrastructure projects and are pursuing a healthy pipeline of new opportunities.
GROWTH IN INVESTOR RETURNS
Every year for the past ten years, we have achieved annual growth in dividend distributions, broadly in line with longer-term inflation expectations at an average rate of approximately 2.5%. The past year has been no exception; we achieved our targeted dividend of 6.65 pence, representing a 3.1% growth over 2015 (6.45 pence).
The Board is pleased to reaffirm its minimum dividend target for 2017 of 6.82 pence per share and guidance of 7.00 pence per share for 2018. We have good forward visibility of investment cash flows and, given the predictable nature of the Company's investments, we are confident of our longer-term prospects to pay out a dividend linked to long-term average inflation. By providing two-year forward guidance, we hope to provide shareholders with additional visibility(2) .
INVESTMENT ACTIVITY
Over 2016, INPP made and committed to seven new and eleven follow-on investments across the regulated utility, education, electricity transmission and transport infrastructure sectors, totalling GBP209.9 million of investment and GBP280 million of commitments.
Our ability to access high-quality infrastructure investments is testament to the combined expertise of INPP and that of our Investment Adviser, Amber Fund Management Limited ('Amber').
The largest commitment in 2016 was an agreement to invest up to GBP275 million, as part of a consortium of leading international investors, to acquire a share of a 61% stake in National Grid's gas distribution network ('GDN'). This investment highlights INPP's and Amber's strong industry relationships and expertise and will augment INPP's high-quality, long-duration, inflation-linked returns.
We expect more regulated assets to come to the market and, as a well-established investor in this space, INPP is well positioned to capitalise on future opportunities.
Through leveraging our status as a significant owner of education investments, we acquired interests in an additional ten U.K. schools projects from Balfour Beatty, the construction firm, for GBP72.3 million in 2016. This investment was secured on a bilateral basis through INPP's pre-emptive rights position - gained in 2011 when we acquired the U.K. Government's stake in such schemes, avoiding a competitive auction process.
One of INPP's most significant projects is the unique GBP4.2 billion Thames Tideway Tunnel project ('Tideway'). It will deliver a 25-kilometre 'super-sewer' under the River Thames in London and it provides predictable, inflation-linked returns. I am delighted that this project continues to progress through construction on plan, due for completion in 2023, and our GBP129.1 million investment to date (including GBP70.2 million invested during 2016) continues to provide positive cash flow yield.
CAPITAL RAISING AND CORPORATE CREDIT FACILITY
INPP has strong financial support for its investment strategy, using capital sourced from a combination of internally-generated cash resources, its corporate debt facility and proceeds from new share issuances. To support portfolio growth, we conducted capital raisings in July 2016 and December 2016, securing GBP125 million and GBP75 million respectively. Both placements were concluded at narrow discounts to the market price, and were supported by existing and new investors.
We have increased our corporate credit facility to GBP400 million, to support the strong pipeline of new potential investment opportunities in regulated and other public infrastructure. Our three-year credit facility provides INPP with the flexibility to invest in appropriate opportunities and acts as an efficient bridging facility between capital raisings (rather than serving as long-term, structural leverage).
PORTFOLIO PERFORMANCE
As well as new asset acquisitions, we continue to focus on achieving consistently-strong performance from our existing portfolio. The Board believes that an active asset management approach, together with the proven ability of Amber, the Investment Adviser to originate and structure new opportunities, is fundamental to INPP's long-term success.
We ensure major activities such as construction schemes or project variations are tracking to schedule and budget and 'everyday' aspects of our projects are monitored, as well as ensuring we maintain strong relationships with partners and clients.
The value of this approach is demonstrated by INPP's strong growth in Net Asset Value ('NAV'), which increased 24.3% to GBP1,603.7 million, or 9.2% to 142.2 pence on a NAV per share basis in 2016.
BREXIT
The INPP Board has closely monitored the market and political reactions following the U.K.'s referendum on its membership of the European Union (EU) on 23 June 2016. While the decision to leave the EU has led to uncertainty and associated market-related volatility, the full impact of 'Brexit' is extremely difficult to forecast.
However, we believe that the Company's existing investments are unlikely to be significantly impacted in the long-term as: 1) counterparties to the concessions in which we invest will continue to use and require our assets; 2) there are no 'Brexit-specific' clauses that would lead to the cessation of our concession agreements; and, 3) as a Guernsey-domiciled Company, we are not subject to significant uncertainty surrounding changes to EU regulation as in the main such rules have not been applicable.
There is still much that is unknown about the process and implications of Brexit and we will continue to monitor the effects on INPP as the terms of the Brexit negotiations emerge. In the context of the uncertainty created by Brexit, we believe that demand will stay high for assets in which INPP invests, with stable, inflation-linked distributions.
BASE EROSION AND PROFIT SHIFTING ('BEPS')
During the year, the Company continued to monitor proposals by national governments to implement the OECD led initiative aimed at tackling base erosion and profit shifting ('BEPS').
In the U.K., the Company and its Investment Adviser have been particularly active in responding to Her Majesty's Treasury and Her Majesty's Revenue and Customs, to consultations and to draft legislation with regard to BEPS Action Point 4, related to restricting the tax deductibility of corporate interest. Legislation on this subject was published in March 2017 as part of the Finance (No. 2) Bill 2016-17 and, subject to receiving Royal Assent expected later this year, is due to become effective as of 1 April 2017.
We are pleased to report that this legislation addressed a significant proportion of the concerns the Company had with initial consultations. Whilst, given the number of elective options and other features of the legislation, the Company and its Investment Adviser continue to work through the full implications, at this stage it is not expected that these rules will have a significant impact on portfolio valuation.
CORPORATE GOVERNANCE
INPP continues to comply with the Association of Investment Companies Code of Corporate Governance and the U.K. Corporate Governance code as set out on page 45.
The Board values good corporate governance and this is reflected throughout the business. As part of its ongoing review of control risks, the Board recently commissioned an external review of the Company's security protocols and controls in respect of cybersecurity. This review did not identify any material defect in our controls however we continue to monitor proposed improvements to further improve robustness in this area.
During the year, the Board also decided to procure an external review of the process for monitoring and reporting of asset availability, as this is an important metric for public sector clients. We expect to report the findings from this review in the half-year financial report.
As part of INPP's risk management process, the strength of the Company's underlying cash flows were reaffirmed through its viability risk assessment, first introduced a year ago. Full details of this assessment can be found in the Risk Management section of this report. In addition to these above points, further information on INPP's corporate governance developments over the year can be found in the Corporate Governance section of this report.
OUTLOOK
The market outlook is positive. Infrastructure ranks highly on many Government agendas; this asset class is a key economic driver to growth and delivering positive social benefits. The global scale of the capital investment ambition of governments is significant and we anticipate this will generate more investment opportunities.
Political uncertainty and consequential economic risk present potential market-wide challenges, which need to be analysed and assessed as and when they materialise. The nature of INPP's investment portfolio and the active approach we have adopted to asset management both provide a firm foundation from which to react to any emerging risks.
INPP remains focussed on delivering completion of its investments into Tideway and National Grid Gas, while continuing to develop and appraise potential investment opportunities that meet its risk-return profile. Amber continues to track and develop opportunities at various stages of development in regulated utilities (including offshore transmission), health, judicial, other accommodation and transport projects.
All opportunities are appraised on a case-by-case basis and pursued in a disciplined way. This ensures that INPP's strong platform, carefully developed over the past ten years, continues to be enhanced.
More information and a detailed pipeline of opportunities is set out in Current Market Environment and Future Opportunities section.
Rupert Dorey
Chairman
29 March 2017
1 Since inception. Source: Bloomberg. Share price plus dividends assumed to be reinvested.
2 Future dividends cannot be guaranteed. Projections are based on current estimates and many vary in the future.
STRATEGIC REPORT
BUSINESS MODEL - DELIVERING INVESTOR RETURNS
OUR OBJECTIVES
International Public Partnerships (INPP) invests in high-quality, predictable, long-duration public infrastructure projects internationally
We aim to provide our investors with sustainable long-term returns through growing dividends, with the potential for capital appreciation
This is supported by a robust investment cash flow with inflation linkage
Through the active management of our existing asset portfolio, new investments and the prudent use of gearing, we target an internal rate of return ('IRR') equal to or greater than 8% per annum(1)
OUR STRENGTHS
APPROACH
- Long-term alignment of interests between INPP, Amber and other key suppliers - A vertically-integrated model with a direct link to our public sector customers
- One of the largest independent teams of over 90 people, experts in all aspects of infrastructure development, investment and management
- Ability to access the 'primary market' with enhanced returns
- Geographic presence in every country in which we invest, providing local insight and relationships
- 'Hands-on' approach to asset management - the breadth and depth of our experience makes us a specialist among asset managers
STRONG RELATIONSHIPS
Public Sector Client
Construction Partner
Debt Providers
Facilities Management Contractor
Consortium Partners
sTABLE PROJECTED CASHFLOW(2)
[Diagram can be found in PDF version of this document on the Company's website].
OUR OPERATING MODEL
INTERNATIONAL PUBLIC PARTNERSHIP LIMITED
Strong independent Board leadership and governance
- Governance - Strategy settings - Investment decisions - Risk management
VALUE-FOCUSED PORTFOLIO DEVELOPMENT
We seek new investments that:
- enhance secure, long-term cashflow - provide opportunities for capital appreciation - exhibit low risk relative to returns
IDENTIFY
The insights, knowledge and relationship of Amber's local teams are used to identify attractive new investments.
We also monitor opportunities to grow the existing portfolio.
ASSESS
We seek investments with low risks relative to returns, acknowledging financial, macroeconomic, regulatory and country risks.
ACCESS
Amber's strong origination team develops unique primary asset investment opportunities for the portfolio.
APPROVAL
A rigorous framework includes substantive input from Amber and external advisers, with INPP Boards providing final approval.
OPTIMISE RETURNS
We seek to balance risk and return, using detailed research and analysis to optimise returns from each investment.
ACTIVE ASSET MANAGEMENT
We actively manage investments to:
- deliver target returns - enhance prospects for growth - maintain client satisfaction
ENTITY MANAGEMENT
Where possible, we manage the day-to-day activities of each of our projects to ensure we have line of sight over project cash flows.
DRIVE GROWTH
We actively work with our public sector clients to ensure projects are managed in the most efficient manner - optimising investor returns.
MONITOR PERFORMANCE
Extensive monitoring includes board and management meetings, reviewing data and following industry trends, and obtaining formal and informal feedback through Amber.
REPORT
We robustly measure and report our performance to key stakeholders to inform and feedback into our decision-making process and operating model.
effective financial management
- Ensuring cash covered dividends - Hedging against short-term foreign exchange rate movements - Managing investment capital flows
effective risk management
- Managing risks throughout the investment cycle - Robust risk assessment and mitigation process
OUR VALUE CREATION
investor returns
We focus on the following Key Performance Indicators to track the value we provide to shareholders:
- Growing dividends to shareholders - Total Shareholder Returns - Net Asset Value and Net Asset Value per Share
6.65p - 2016 dividends per share (2015: 6.45p)
0.78% - Real returns, Portfolio inflation linkage(3)
142.2p - NAV per share(4) (2015: 130.2p)
2.5% - Average dividend growth since IPO(5)
175.3m - Profit before tax (2015: GBP79.9m)
Broader value creation
Our investments enable the development and ongoing operation of valuable infrastructure for the public and end users
GBP7.1bn - Assets under management(7)
1050mw - Energy transported
126 - Number of investments
>98% - Asset availability
335 - Schools and other public building sites
27.7km - Rail/Tram networks
1. On the Initial Public Offer issue price of 100 pence per ordinary share.
2. There are many factors that may influence the actual achievement of long-term cash flows to the Company. These include both internal as well as external factors and investors should not treat the chart as being more than an indicative profile and not a projection, estimate or profit forecast. The actual achieved profile will almost certainly be different and may be higher or lower than indicated.
3. See pages 27 to 28 for information relating to the Company's use of sensitivity analysis.
4. See pages 23 to 28 for the methodology used to determine NAV.
5. Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future.
6. Source: Bloomberg. Share price plus dividends assumed to be reinvested.
7. Asset under management represents INPP's proportional ownership of each project's Total Development Value at inception
STRATEGIC REPORT
PERFORMANCE AGAINST STRATEGIC PRIORITIES
INPP's strategy covers three interlinked areas of focus. This three-pronged approach helps us to manage our assets and finances throughout the investment cycle and also to identify new opportunities that meet our investment objectives. We link Key Performance Indicators to these Strategic Priorities and review our performance against these KPIs twice a year. We also assess the risks relating to each KPI (as identified in the Risk Management of this Report).
STRATEGIC DESCRIPTION PERFORMANCE INDICATORS PERFORMANCE IN
PRIORITIES 2016
============== ================================================================= =============================================================== ============================================================
VALUE-FOCUSED PORTFOLIO DEVELOPMENT
INVEST IN
ASSETS * Make new primary/early-stage investments that enhance * Value of new early stage investments * Early stage investments of GBP31.9 million into
THAT ENHANCE prospects for future value growth Westermost Rough offshore transmission project and
PORTFOLIO Priority Schools Building Aggregator Programme -
RETURNS Batch 5
RELATIVE
TO RISK AND
MAINTAIN
A
WELL-BALANCED
INVESTMENT
PORTFOLIO
* Make additional acquisitions off-market or through * Value of additional investments acquired off market * Acquisitions totalling GBP81.1 million secured
preferential access (e.g. sourced through pre-emption or through preferred access through pre-emption rights
rights or via Amber/Hunt)
* Acquisition of investments into U.S. sourced through
strong relationship with Hunt
* Manage portfolio composition with complementary * Improvement of risk/return, inflation linkage and * Investments in Australia and U.S. adding to
investments, in line with the Company's Investment diversification of cash flows, including geographic geographical diversification
Policy and enhancing at least one of the following al
aspects: diversification
* All assets acquired exhibited robust cash flow
profiles
* Blend of risk to return
* Proportion of investments in construction
* Further investment into TTT and OFTOs complemented
* Inflation linkage the capital attributes of the portfolio
* Cash flow profile * Most investments in 2016 are forecast to generate
inflation-linked cash flows. Overall portfolio
inflation linkage increased from 0.76% to 0.78% for
* Capital attributes (such as construction risk and every 1% increase in the assumed inflation rate
residual value growth potential)
============== ================================================================= =============================================================== ============================================================
ACTIVE ASSET MANAGEMENT
ACTIVE AND
EFFECTIVE * Focus on delivery of target returns from existing * Availability for all controlled investments at 98% or * Availability for investments at 98% or greater
MANAGEMENT OF investments above - returns from investments in line with
ASSETS expectations
* Performance reductions below 3% for all projects
* Maintain high levels of public sector client
satisfaction and asset performance * Performance deductions below 3% for all projects
* Over 680 change requests undertaken
* Deliver additional value from existing assets through * Number of change requests from existing contracts
management of construction risk and delivery of * Majority of construction projects managed on time and
operational improvements to meet client requirements to budget. Costs of small project delays absorbed by
* Management of investments during the course of construction partners
construction projects in line with overall delivery
* Enhance prospects for capital growth by investing in timetable
construction phase assets where available
* Number of investments in construction
============== ================================================================= =============================================================== ============================================================
EFFECTIVE FINANCIAL MANAGEMENT
EFFECTIVE
MANAGEMENT * Provide efficient management of cash holdings and * Dividends paid to investors covered by operating cash * Dividends paid to investors 1.2 times covered by net
OF COMPANY'S debt facilities available for investment and flow operating cash flow
FINANCES appropriate hedging policies
* New investments made from available cash (after * All investments in 2016 funded through excess cash in
* Efficient management of INPP's overall finances, with payment of dividend) ahead of using corporate debt priority to the corporate debt facility
the intention to reduce ongoing charges where
possible
* Competitive cash deposit rates * Market tested cash deposit rates and reset where
possible
* Manage portfolio in a cost-efficient manner
* Use of appropriate hedging strategies
* GBP39.7 million of foreign exchange forward contracts
in place to mitigate short-term foreign exchange cash
* Management of ongoing charges flow volatility
* Ongoing charges 1.13%
STRATEGIC REPORT
CASE STUDY
DIFFERENTIATION OF THE OPERATING MODEL
INPP, through its Investment Adviser, Amber, takes an active investor role to deliver best value for its shareholders.
Amber employs more than 90 staff to support INPP (and its investment portfolio entities) with project origination, financial and asset management services. This operating model contrasts with that of other market particpants, who often use investment advisers with smaller teams, and outsource asset management activities.
Amber also identifies, develops and originates investment opportunities that meet INPP's risk/return profile, and puts these forward for initial consideration and, where appropriate, investment approval.
Under the terms of the Investment Advisory Agreement with Amber, INPP has the right of 'first look' at investments that are being realised by Amber. This includes certain opportunities being identified by Hunt Companies (a U.S.-based group and 50% shareholder in Amber). INPP's access to these 'primary' opportunities (alongside access to 'secondary' opportunities) broadens the base for new investments.
Certain market opportunities take years to gestate; Amber researches and tracks particular investment opportunities from conception, through to development and consultation stages, long in advance of an investment formally coming to market. This 'developer' approach gives INPP significant early-mover advantages. At 31 December 2016, 82% of projects by value were acquired by INPP as an early-stage investor.
Amber's ability in forming partnerships with like-minded investors, both domestic and international, enables INPP to participate in large-scale infrastructure projects such as Tideway and National Grid Gas.
INPP - AN EARLY STAGE INVESTOR INTO OFFSHORE TRANSMISSION
INPP was one of the first investors into offshore transmission assets ('OFTOs') in the U.K., where investment is made into the cables and substations that link offshore wind farms to the national electricity grid. It is now a leading investor in procuring, owning and operating OFTOs, a core infrastructure sector in the U.K. with an attractive risk/return profile.
Two years ahead of the official launch of the OFTO programme by Ofgem, the electricity and gas regulator, Amber created a targeted team to track the sector; this included a strategic technical partner, Transmission Investment LLP, former colleagues and ex-National Grid employees. This team helped to design the structure of the OFTO investment regime in consultation with Ofgem and industry experts.
INPP was the first investor to close an OFTO project in 2011 and has since invested in six OFTO projects. INPP holds a number of other 'firsts' in the offshore transmission sector: the first to deploy an innovative capital structure; the first to access rating agencies with an OFTO; the first to access the private institutional debt market.
Key OFTO investment features include:
- A 20-year revenue term, with the potential for extension after this initial period
- Revenues with protected downside (potential deductions capped at 10% of base revenue in any year), and fully linked to U.K. RPI
- An availability-based revenue stream with no exposure (either revenue or penalties) to wind farm performance or credit
- Revenues contracted by National Grid Electricity Transmission plc ('NGET'), a subsidiary of National Grid, in their statutory, ring-fenced role as national electricity systems operator (quasi-government revenue risk)
- A robust financial structure with no refinancing risk
[Diagram can be found in PDF version of this document on the Company's website].
STRATEGIC REPORT
OPERATING REVIEW
Value -Focused Portfolio Development
New investments that meet the Company's Investment Policy are made after assessing their risk and return profile relative to the existing portfolio. In particular, we seek investments to complement the existing portfolio through enhancing long-term, predictable cash flows and/or to provide the opportunity for higher capital growth. Desirable key attributes include:
1. Long-term, stable returns 2. Inflation-linked investor cash flows
3. Primary/early stage investor (e.g. the Company is an early-stage investor in a new asset developed by Amber)
4. Preferential access (e.g. sourced through pre-emptive rights or directly from Amber/Hunt)
5. Enhanced capital attributes (e.g. potential for additional capital growth through construction "de-risking" or the potential for residual / terminal value growth)
During the year to 31 December 2016, INPP invested a record GBP209.9 million and made commitments of GBP279.4 million across 18 projects. The majority of these projects were sourced by Amber, the Investment Adviser, either from the start of the project (i.e. primary / early stage developments in response to an initial Government procurement process); through increasing its interest in existing assets; or as part of a larger consortium, building on the Company's experience and credibility to participate in multi-billion pound regulated infrastructure transactions.
These three procurement approaches are INPP's preferred route to market; and avoid bidding in the competitive secondary PPP market.
Details of investments made during 2016 are provided below.
INVESTMENT/
OPERATIONAL INVESTMENT/ COMMITMENT
LOCATION KEY ATTRIBUTES STATUS COMMITMENT DATE
1 2 3 4 5
------------------------------- --- --- ----- ----------------------- ------------------ ---------------
INVESTMENTS MADE DURING 12 MONTHS TO 31 DECEMBER 2016
Westermost Rough U.K. P P P P Operational GBP26.8 million 4 February
OFTO 2016
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Thames Tideway U.K. P P P P Under construction GBP70.2 million Various
Tunnel
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Priority School U.K. P P Under construction GBP5.1 million 26 April 2016
Building
Aggregator
Programme -
Batch
5
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Wolverhampton U.K. P P P Operational GBP7.1 million 29 June 2016
Building Schools
for the Future
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Halton Place U.K. P P P Operational GBP2.2 million July -
Building September
Schools for the 2016
Future
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Building Schools U.K. P P P Operational GBP72.3 million 22 August 2016
for the Future
Portfolio
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
U.S. Military U.S. P P Operational GBP24.6 28 September
Housing million(1) 2016
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
Gold Coast Light Australia P P P Operational GBP1.6 million(1) 22 December
Rail - Phase 1 2016
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
GBP209.9
million
INVESTMENT COMMITMENTS MADE DURING THE 12
MONTHS TO 31 DECEMBER 2016
--------------------------------------------------------------------------------- ------------------ ---------------
Gold Coast Light Australia P P P P Phase 1 - Operational, GBP4.4 million(1) 28 April 2016,
Rail - Phases Phase 2 - Under
1 & 2 construction
22 December
2016
------------------------------ --- --- ----- ----------------------- ------------------ ---------------
National Grid U.K. P P P Operational Up to GBP275 8 December
Gas million 2016
Distribution(2)
------------------ ----------- --- --- ----- ----------------------- ------------------ ---------------
GBP279.4
million
------------------------------ --- --- ----- ----------------------- ------------------ ---------------
1 GBP translated value of investment
2 Acquisition expected to reach financial close in early 2017
WESTERMOST ROUGH OFFSHORE TRANSMISSION PROJECT ('OFTO')
In February 2016, Transmission Capital Partners (a consortium with INPP, Amber Infrastructure and Transmission Investment), reached financial close for the long-term licence and operation of its sixth U.K. offshore transmission project, Westermost Rough OFTO. Westermost Rough OFTO connects a windfarm containing 35 turbines, generating 6MW, located 8km off the coast of Yorkshire to the onshore grid network, providing enough electricity to power around 150,000 U.K. homes. INPP made a GBP26.8 million investment for 100% of the equity and subordinated debt of the OFTO. The asset is fully operational and is expected to provide investment returns over its 20-year concession life and potential for additional capital value with the Company retaining the residual interest in the assets.
TIDEWAY PROJECT UPDATE
The Tideway investment relates to the design, build and operation of a 25-kilometre 'super-sewer' under the River Thames in London. The Company is part of a consortium committed to investing GBP4.2 billion in developing this asset regulated by Oftwat. The project is currently under construction.
During the year, Tideway made good progress against the project's indicative construction timetable, including the development of a new pier at Blackfriars Bridge, which will allow hard construction works to begin at the site of the former Millennium Pier. Over 2016, the Company invested GBP70.2 million into the Tideway project, leaving GBP78.2 million committed to be invested by early 2018 (currently supported by a letter of credit).
PRIORITY SCHOOLS BUILDING PROGRAMME 'AGGREGATOR'
The Priority Schools Building Programme ('PSBP') is a U.K. Government initiative to develop new schools under the PF2 framework. These projects use an innovative financing model based upon an 'Aggregator' funding vehicle which can warehouse loans and thereby aggregate total financing requirements across all five schools' batches. The Aggregator is financed by a consortium including the Company, with Aviva Investors and the European Investment Bank providing senior debt. During 2016, the Company invested GBP5.1 million into the fifth and final batch of schools being delivered through PSBP.
ADDITIONAL INVESTMENT IN BUILDING SCHOOLS FOR THE FUTURE ('BSF') PROJECTS
Building Schools for the Future is a U.K. Government programme for the redevelopment of all secondary schools in the U.K. financed using a combination of design and build contracts and private finance initiative arrangements. The programme for new developments was cancelled in July 2010. Since August 2011, INPP has been increasing its minority stakes in the majority of these projects. During 2016, the Company continued to build on its BSF expertise with three education infrastructure transactions.
In June, INPP acquired an additional 72% investment in the Wolverhampton BSF concession, increasing its 10% investment in the project to 82%. It has invested GBP7.1 million into two secondary schools, Heath Park Academy in the Fallings Park area and St. Matthias School in the Wardle area of Wolverhampton. Both schools are a mixture of new build and refurbished pre-existing buildings. INPP has also purchased a 45% share of the subordinated debt and equity cash flows of HTP Grange Limited, a BSF project in Halton, Cheshire for GBP2.2 million.
In August, 2016 INPP invested GBP72.3 million to acquire investment interests in ten U.K. schools projects. The investment opportunity was secured through pre-emption rights that INPP gained as part of its ownership of Building Schools for the Future Investments ('BSFI'), acquired from the Department of Education and Partnerships U.K. in August 2011.
ADDITIONAL INVESTMENT IN U.S. MILITARY HOUSING
INPP's U.S. military housing interests are underpinned by junior ranking security over seven operational private-public-partnership ('PPP') military housing projects. These projects encompass 19 operational military bases in the U.S., with approximately 21,800 individual housing units.
In September 2016, the Company invested a further US$32.0 million (GBP24.6 million) in the U.S. military housing sector. The investment is in the form of interest-bearing subordinated debt and is secured on the same underlying military housing assets as those purchased in October 2015, but with higher ranking priority. The 36-year debt matures in 2052. The investment provides the Company with further exposure to one of the U.S. infrastructure market's most established sectors.
ADDITIONAL INVESTMENT IN GOLD COAST LIGHT RAIL PROJECT
In April 2016, the Company committed to invest AUD$7 million (GBP3.8 million) into a 7.3km extension to the Gold Coast Light Rail PPP concession project in Queensland, Australia. The commitment is supported by a letter of credit provided by the Company.
In December 2016, INPP acquired a further 3.33% interest in the Gold Coast Light Rail project from Aveng Group. The follow-on investment arose from shareholder rights to acquire proportionate shares from fellow consortium members disposing of their interests. The acquisition increased the Company's total investment in the Gold Coast Light Rail project to 30% (previously 26.67%).
NATIONAL GRID GAS DISTRIBUTION
The Company has agreed to acquire a 61% interest in National Grid's gas distribution network ('GDN') as part of a consortium (see page 6). This investment strengthens the Company's performance in originating regulated assets with long-term, sustainable, inflation-linked revenues. INPP expects to invest up to GBP275 million, with the remaining risk capital funded by consortium partners (leading U.K. and international institutional investors).
CURRENT MARKET ENVIRONMENT AND FUTURE OPPORTUNITIES
UNITED KINGDOM
The U.K. remains committed to the development of infrastructure as a key component of its economic policy. Prime Minister May has positioned infrastructure as an integral component of her 'Productivity' agenda - viewing investment in the sector as a key driver of economic and social growth.
The U.K. Government's new GBP23 billion National Productivity Investment Fund will focus on housing, transportation and digital infrastructure. Its broader planning programme also positions energy, water and waste as key areas for the U.K.'s economic infrastructure development. It anticipates overall investment of GBP500 billion, with GBP300 billion committed into projects by 2020/21, with more than half of this funded by the private sector (National Infrastructure and Construction Pipeline, Autumn 2016).
The U.K. Government is also committed to supporting private sector infrastructure development through stimulating demand through a number of approaches. It is continuing the U.K. Guarantees Scheme to assist in development and risk sharing of larger public infrastructure projects. In 2017, it is developing a new pipeline of projects structured as traditional PFI/PPP procurements (similar to those in which the Company has historically participated), through the Private Finance 2 ('PF2') initiative. We anticipate a variety of projects in which we could invest, with similar risk/return dynamics to its existing portfolio.
We are particularly interested in the U.K. Government's willingness to use the regulated asset model for infrastructure procurement, where investors receive a permitted and pre-specified return on capital invested as determined by the relevant regulator.
This methodology is used in the Thames Tideway Tunnel transaction and the water regulator, Ofwat, provides regulatory oversight. The regulated model could be used to procure other core infrastructure assets, which INPP and Amber are well-placed to pursue.
INPP has analysed the attractive characteristics of offshore transmission ('OFTO'). These projects are some of the most attractive in the infrastructure sector, providing long-term income without demand risk. There is no exposure to volume of electricity generated by the wind farm. INPP is bidding for additional OFTO investments, although the positive sector dynamics have attracted new entrants, and bidding for new projects is expected to become more competitive.
INPP's experience in the energy sector and understanding of Ofgem's requirements positioned us well for the National Grid Gas Distribution transaction, and we expect similar high-quality and regulated projects will become available in the future.
EUROPE - EXCLUDING UNITED KINGDOM
Demand for the PPP asset class remains strong, with steady volumes of transactions in the European market. In the first half of 2016, the European PPP Expertise Centre reported 49 PPP transactions had reached financial close in the European market (including the U.K.), totalling investment of EUR15.6 billion, with 40 transactions representing EUR7.8 billion of investment. While the U.K. is the largest market in Europe by value and number of transactions, Germany, France and the Netherlands continue to see substantial deal flow.
In Europe (ex U.K.), INPP is focusing on stable and well-structured Northern European economies including Belgium, the Netherlands, Germany, Austria, Ireland and parts of Scandinavia. These jurisdictions offer new primary market infrastructure opportunities across a range of sectors, including accommodation and transportation. Benelux, Germany and Norway are particularly attractive investment opportunities, given INPP's expertise and relationships with likely partners in those markets. Moreover, existing investments in central Europe allow for attractive and partly exclusive secondary opportunities, providing a source of growth to strengthen investments in those markets.
Future success will depend on securing opportunities through bid processes in primary and secondary markets, while ensuring that every opportunity fits within the Company's risk and reward parameters.
AUSTRALIA AND NEW ZEALAND
Australia has a history of private sector organisations providing and financing public sector infrastructure. It has a well-developed market for infrastructure investment and debt finance, with an active pool of domestic and overseas investors and banks.
Over the medium to long term, much of Australia's infrastructure development will be undertaken within the strategic and policy framework of Infrastructure Australia's 'Australian Infrastructure Plan', (February 2016). This Plan envisages a range of reforms to promote more efficient infrastructure markets and investments, and has received substantial support from Australia's Federal Government, which has accepted 69 out of 78 of the Plan's recommendations.
Infrastructure Australia has also published an Infrastructure Priority List, identifying key infrastructure projects. Many are large-scale (multi-billion A$) transport projects, responding to population growth in Australia's biggest cities. Over A$3 billion of PPP transport projects closed in Australia during 2016, with a further A$3.5 billion procured using public sector capital, with the intention of privatisation in the near term(1) .
Australian States are also developing smaller scale social-infrastructure projects in health, housing and education sectors. In keeping with policy recommendations in the Infrastructure Plan, some States are adopting infrastructure procurement models that outsource operator services to the private sector, as well as seeking private sector capital to develop the asset.
New Zealand is an important market and is privatising several Government-controlled energy and infrastructure businesses. Amber, the Investment Adviser, continues to monitor projects as they come to market, resourcing these opportunities from its Australian offices.
INPP is positive about the prospects for further investments in the region, although it is mindful of the recent significant depreciation of Sterling against the Australian and New Zealand Dollars giving rise to unattractive overall levels of return for new investments. INPP is also cautious of the refinancing risk prevalent within Australia's current primary PPP market.
NORTH AMERICA
The American Society of Civil Engineers ('ASCE') estimated in 2017 that the U.S. needs to spend US$4.6 trillion above current levels of investment over the period to 2025 to ensure that its infrastructure is brought to a good state of repair. To maintain the existing condition of infrastructure, ASCE estimates that an additional $2.1 trillion investment is required. There is a great deal of optimism and an emerging bipartisan commitment to foster a considerable pipeline of U.S. infrastructure projects.
A cornerstone of Donald Trump's campaign for U.S. Presidency was his 'America's Infrastructure First' policy, supporting investment into transportation, clean water, energy, telecommunications, security and other core domestic infrastructure. President Trump's Infrastructure Plan outlines a 10-year programme to direct $1 trillion of investment into major infrastructure projects(2) . A list of 50 'Emergency and National Security Priority' infrastructure projects has also been identified.
This Infrastructure Plan represents a departure from the typical infrastructure financing mechanism in the U.S. Historically, the country's infrastructure has been financed through state and local Governments using a mix of their own revenues, federal aid and tax-exempt municipal bond proceeds. This new Plan places particular emphasis on the use of public-private partnerships as the primary funding and delivery mechanism. This reliance on public-private partnerships is motivated by a belief that construction costs tend to be higher and take longer when the Government builds projects, instead of the private sector.
The ability for the private sector to participate in more U.S. infrastructure projects provides INPP with many opportunities. It is well-positioned to capitalise on these developments through its relationship with Hunt (described in more detail on page 13), where it has 'right of first look' over investment opportunities in the U.S. originated or sold by Hunt, which meet the Company's investment criteria.
Canada has a track record of investment into infrastructure. It is a highly-developed market and attractive to private investors. INPP has an ongoing presence in the country through two operational projects. In the 2016 Budget, the Canadian government announced that it would make immediate investment of C$11.9 billion in public transit, green infrastructure and social infrastructure. The 2016 Fall Economic Statement proposed an additional C$81 billion through to 2027-28 in public transit, green and social infrastructure, transportation infrastructure to support trade, and rural and northern communities. Taking into account existing infrastructure programs and these new initiatives, the Canadian government expects that investment of around C$180 billion will be made.
1 Source: Infra Deals 2 https://www.donaldjtrump.com/policies/an-americas-infrastructure-first-plan
CURRENT PIPELINE
Selected opportunities identified by Amber are outlined below. INPP's performance does not depend upon additional investments to deliver projected returns. Further investment opportunities will be judged by their anticipated contribution to overall portfolio returns relative to risk.
CURRENT INVESTMENTS LOCATION ESTIMATED INVESTMENT EXPECTED INVESTMENT STATUS
OPPORTUNITIES OPPORTUNITY/PROJECT CONCESSION
/SECTOR CAPITAL VALUE LENGTH
-------------------- ----------- --------------------------- ------------ -------------------------
Thames Tideway U.K. c.GBP78 m investment 120 years The Company is
Tunnel Commitment remaining(1) part of the Bazalgette
consortium-awarded
a licence to finance
and operate the
project. Investment
is being made
in phases until
early 2018
-------------------- ----------- --------------------------- ------------ -------------------------
National Grid U.K. Up to GBP275m Investment Operational Expected to reach
Gas Distribution committed(2) business financial close
H1 2017
-------------------- ----------- --------------------------- ------------ -------------------------
Digital U.K. c.GBP50m(2) Various Opportunities
being reviewed
-------------------- ----------- ------------------------- ------------ -------------------------
Education Australia c.GBP70m(3) Various Opportunities
and U.K. through variations
to existing PPP
contracts and
through Amber's
wider relationships
-------------------- ----------- --------------------------- ------------ -------------------------
Health U.K. c.GBP10m(3) Various Currently under
construction
-------------------- ----------- ------------------------- ------------ -------------------------
Police Germany c.GBP140m(3) 30 years One of two bidders
-------------------- ----------- ------------------------- ------------ -------------------------
Regulated U.K. c.GBP230m(3) Various OFTO and other
regulated opportunities
at varying stages
-------------------- ----------- ------------------------- ------------ -------------------------
Transport Germany, c.GBP4.5bn(3) Various Variety of larger
Australia scale projects.
and U.K. INPP is typically
part of a consortium
of investors.
Includes follow-on
opportunities
-------------------- ----------- --------------------------- ------------ -------------------------
1 This project has reached financial close and the Company has committed to further investments of up to c.GBP78m. The remaining value is supported by letter of credit.
2 Represents current estimated total future investment commitment by the Company.
3 Represents the estimated current unaudited capital value of the project and includes both debt and equity.
The above represents potential opportunities currently under review by the Investment Adviser including current bids, preferred bidder opportunities and the estimated value of opportunities to acquire additional investments including under pre-emption/first refusal rights. There is no certainty these will translate to actual investment opportunities for the Company. The value referenced in relation to the pre-emption opportunities represents the estimated potential investment value which reflects the current estimate of the total likely acquisition value at that time. In relation to opportunities where the current estimated gross value of the relevant project is given (which includes an estimate of both debt and equity), the estimates provided are not necessarily indicative of the eventual acquisition price for, or the value of, any interest that may be acquired.
ACTIVE ASSET MANAGEMENT
Ensuring that the Company's assets are available for use and are performing in accordance with contractual expectations is critical for INPP and its service providers. As the Investment Adviser acting on behalf of INPP, Amber closely monitors relationships between service providers and public sector clients. It is actively involved in managing assets to ensure performance standards are met, and works with public sector clients on variation projects as they arise. Amber has the flexibility and experience to quickly respond to the changing requirements of public sector clients.
OPERATIONAL PORTFOLIO DEVELOPMENT
During 2016, INPP's public sector clients commissioned over 680 variations under PPP resulting in over GBP9.4 million of additional project work, with individual variations ranging in value from GBP200 to over GBP1 million. These project variations were overseen by Amber as part of its day-to-day asset management activities, in conjunction with the project facilities manager and each public sector client.
Across the portfolio, Amber works with its public sector counterparties to ensure each project delivers ongoing value and savings. In 2016, a number of benchmarking exercises were performed. This included reviewing facilities management services delivered on the projects in order to assess value for money for the public sector. We also continued to focus on energy efficiency, resulting in savings to the public sector counterparties.
PROJECTS UNDER CONSTRUCTION
Progress on the Thames Tideway Tunnel construction schedule is ahead of the regulatory baseline plan; the main tunnel drive sites in the West, Central and East sections of the tunnel have been mobilised three to five months early with two of the six tunnel boring machines ('TBMs') on order from the manufacturer. Over 2016, the project team has continued its innovative approach to health and safety and are pleased to report no major injuries to date.
Construction work on the New Schools PPP Project in Australia (Victorian Schools 2) is also advancing well, with eight of the schools achieving construction completion in line with expectations. The remaining seven new build schools across twelve different sites in outer metropolitan Melbourne are under construction and are expected to complete in line with expectations by 1 January 2018.
The 7 kilometre Gold Coast Stage 2 light rail project extension in Australia is progressing in line with programme expectations.
In the U.K., there has been a mixed performance; three of the batches of schools financed through the Aggregator platform have completed in line with expectations; construction in the remaining batches of schools fell behind schedule. As INPP is debt provider only (and not equity provider) to these PSB schemes, the programme is largely determined by the supply chain, which takes the risk for delivery. Given the nature of INPP's investment, the delays will not have an impact on INPP's returns.
Projects under construction as at 31 December 2016 are set out in the table below.
ASSET LOCATION CONSTRUCTION DEFECTS COMPLETION STATUS % OF FAIR
COMPLETION DATE VALUE OF
DATE INVESEMENT
----------------------- ----------- -------------- ------------------- ----------------------- ------------
Priority School Modest delays.
Building Aggregator No financial
Programme U.K. 2018 2019 impact on Company(1) 2.60%
----------------------- ----------- -------------- ------------------- ----------------------- ------------
Thames Tideway Tunnel U.K. 2024 2027 On Schedule 9.12%
----------------------- ----------- -------------- ------------------- ----------------------- ------------
Victorian Schools
PPP Project Australia 2018 2019 On Schedule 0.13%
----------------------- ----------- -------------- ------------------- ----------------------- ------------
Gold Coast Light
Rail Stage Two Australia 2018 2019 On Schedule 0.00%
----------------------- ----------- -------------- ------------------- ----------------------- ------------
1 Two batches behind schedule at 31 December 2016 with one of these completing in January 2017. As debt only provider the programme is largely determined by equity providers and their management supply chain.
EFFECTIVE FINANCIAL MANAGEMENT
The Company aims for effective financial management through a strategy of minimising its unutilised cash holdings, while maintaining the financial flexibility and ability to pursue its growth targets. This is achieved through active monitoring of cash, both held and generated from operations, appropriate hedging strategies, and prudent use of the Company's corporate debt facility ('CDF').
SUMMARY OF CASH FLOWS
SUMMARY OF CONSOLIDATED YEAR TO 31 DECEMEBER YEAR TO 31 DECEMEBER
CASH FLOW 2016 2015
GBP MILLION GBP MILLION
------------------------------- --------------------- ---------------------
Opening cash balance 72.4 29.4
Cash from investments 94.7 76.0
Operating costs (recurring) (16.1) (13.7)
Net financing costs (2.3) (3.5)
------------------------------- --------------------- ---------------------
Net cash before non-recurring
operating costs 76.3 58.8
------------------------------- --------------------- ---------------------
Non-recurring operating
costs (4.0) (2.8)
------------------------------- --------------------- ---------------------
Net operating cash flows(1) 72.3 56.0
------------------------------- --------------------- ---------------------
Cost of new investments (209.9) (143.1)
Net repayment of corporate
debt facility - (16.3)
Proceeds of capital raisings
(net of costs) 198.1 195.0
Distributions paid (61.9) (48.6)
------------------------------- --------------------- ---------------------
Net cash at period end 71.0 72.4
------------------------------- --------------------- ---------------------
Cash dividend cover 1.2x 1.2x
------------------------------- --------------------- ---------------------
1 Net operating cash flows as disclosed above (c.GBP72.3 million) include net repayments from investments at fair value through profit and loss (c.GBP27.2 million), exchange gains and losses on cash and cash equivalents (c.GBP0.4 million) and finance costs paid (c.GBP2.3 million) which are not included in the net cash inflows from operations (c.GBP46.9 million) as disclosed in the statutory cash flow statement on page 68 of the financial statements.
The Company's cash balance of GBP71.0 million at 31 December 2016 was broadly consistent with the cash held at 31 December 2015 of GBP72.4 million. Cash balances include amounts anticipated to be invested in the early part of 2017.
Cash receipts from investments increased in the year to GBP94.7 million (2015: GBP76.0 million), reflecting the continued growth of the portfolio, and include distributions from recent investments such as Thames Tideway Tunnel. This growth was partially offset by an increase in recurring operating costs to GBP16.1 million (2015: GBP13.7 million). These costs, which include management fees paid to the Investment Adviser, grew in the year reflecting the growth seen in the value of the portfolio.
The Company funded its acquisitions during the year through cash draw-downs on its corporate debt facility, which was subsequently repaid using the proceeds from share capital issuances. Therefore, there was no overall movement in the cash drawn balance of the facility in the year. It is the Company's policy not to have long-term corporate level debt - the facility is intended to be drawn only as a short-term arrangement to fund acquisitions, with equity funding by means of capital raising sought to repay outstanding debt balances as soon as practicable where market conditions allow.
In November 2016, the Company increased the size of its corporate debt facility to GBP400 million (2015: GBP300 million). As at 31 December 2016, the facility was GBPnil cash drawn, GBP107.4 million was issued as letters of credit and GBP292.6 million remained uncommitted and available for investment in new and existing projects (noting that the Company has agreed to invest up to GBP275 million in the National Grid gas distribution network in early 2017. The interest rate margin on the corporate debt facility is 175 basis points over Libor. The loan facility matures in November 2019 and is secured over the assets of the Group.
Net financing costs paid reduced in the year to GBP2.3 million (2015: GBP3.5 million), reflecting a reduced level of cash drawn under the corporate debt facility during 2016.
Cash investments made in 2016 (detailed in note 12) totalled GBP209.9 million (2015: GBP143.1 million), with further amounts also being committed for future investment. This increased investment activity contributed to higher one-off operating costs of GBP4.0 million (2015: GBP2.8 million).
Cash dividends paid in the year of GBP61.9 million (31 December 2015: GBP48.6 million) were in respect of the six-month periods ended 31 December 2015 and 30 June 2016. INPP seeks to generate dividends paid to investors through its operating cash flows and in 2016 cash dividends were 1.2 times covered by net cash flow from operations. The Company remains confident of its ability to continue to grow dividends going forward.
SUMMARY OF CORPORATE EXPENSES AND ONGOING CHARGES
CORPORATE EXPENSES YEAR TO 31 DECEMEBER YEAR TO 31 DECEMEBER
2016 2015
GBP MILLION GBP MILLION
--------------------------- --------------------- ---------------------
Management fees (14.4) (12.5)
Audit fees (0.3) (0.2)
Directors' fees (0.3) (0.2)
Other running costs (1.1) (0.8)
Operating costs (ongoing) (16.1) (13.7)
--------------------------- --------------------- ---------------------
ONGOING CHARGES YEAR TO 31 DECEMEBER YEAR TO 31 DECEMEBER
2016 2015
GBP MILLION GBP MILLION
------------------------------- --------------------- ---------------------
Annualised Ongoing Charges(1) (16.1) (13.7)
Average NAV(2) 1,421.8 1,143.3
Ongoing Charges (1.13%) (1.20%)
------------------------------- --------------------- ---------------------
1 The Ongoing Charges ratio was prepared in accordance with the Association of Investment Companies' ('AIC') recommended methodology, noting this excludes non-recurring costs.
2 Average of published NAVs for the relevant period.
INVESTOR RETURNS
INPP delivered another successful year with strong performance against all investor return benchmarks. The Company continues to deliver consistent dividend growth, NAV growth, Total Shareholder Return and inflation linkage from underlying cash flows.
DIVID GROWTH AND PERFORMANCE
INPP targets predictable and, where possible, growing dividends. During the year, the Company delivered a 6.65 pence per share dividend (2015: 6.45 pence) and forecasts to pay 6.82 pence per share and 7.00 pence per share for 2017 and 2018 respectively. Since inception, the Company has delivered an impressive c.2.5% per annum average dividend increase. INPP's dividend growth is illustrated in the chart on page 3.
This was achieved through a strong financial performance in the year. Profit before Tax was GBP175.3 million (2015: GBP79.9 million) with Earnings per Share of 17.18 pence (2015: 9.54 pence).
Returns from portfolio investments (investment income) in the year was GBP206.8 million (2015: GBP100.2 million) including fair value movements, dividends and interest. These returns were partially offset by operating expenses (including finance costs) of GBP24.6 million (2015: GBP21.6 million) and other operating expenses of GBP6.8 million (2015: other operating income of GBP1.3 million) as shown in the Consolidated Statement of Comprehensive Income.
TOTAL SHAREHOLDER RETURN
INPP's Total Shareholder Return (share price growth plus reinvested distributions) for investors since IPO in November 2006 to 31 December 2016 has been 148.5% (9.4% on an annualised basis). This compares to a FTSE All-Share index total return over the same period of 74.3% (5.6% on an annualised basis). INPP has exhibited relatively low levels of volatility compared to the market, as evidenced by the graph below showing the Company's share price since IPO against the price performance of the major FTSE indices.
INPP Share Price Performance
[Diagram can be found in PDF version of this document on the Company's website].
Inflation linked cash flows
In an environment where investors are increasingly focused on achieving long-term real rates of return on their investments, inflation protection is an important consideration for the Company. At 31 December 2016, the majority of assets in the portfolio had some degree of inflation linkage and, in aggregate, the weighted NAV return of the portfolio would be expected to increase by 0.78% per annum in response to a 1.00% per annum inflation increase across the whole portfolio over the currently assumed rates.
Net asset valuation and NAV per share
The Company reported a 24.3% increase in NAV, up to GBP1,603.7 million at 31 December 2016 (2015: GBP1,290.2 million). This represented an increase of 9.2% in the NAV per share, increasing to 142.2 pence at 31 December 2016 (2015: 130.2 pence).
The NAV represents the fair value of the Company's investments plus the value of cash and other net assets held within the Company's consolidated group.
The key drivers of the change to the NAV between 31 December 2015 and 31 December 2016 are highlighted in the graph that follows and are described in more detail below.
Net Asset Value Movement (GBPm)
[Diagram can be found in PDF version of this document on the Company's website].
1 Represents movements in the forward rates used to translate forecast non-GBP investment receipts and the spot rates used to translate non-GBP cash balances.
2 The NAV Return represents, amongst other things, (i) variances in both realised and forecast investment cash flows, (ii) the unwinding of the discount factor applied to those future investment cash flows and (iii) changes in the Company's other net assets.
During 2016, approximately GBP200 million of new capital was raised (before costs) from capital raising and a subsequent "tap" issue. Proceeds were used to repay the cash drawn balance of the corporate debt facility and acquire new investments.
For the twelve months to 31 December 2016, Government bond yields decreased in all countries in which INPP holds investments, with the exception of the U.S., resulting in a net positive impact on the NAV. This was partly offset by an increase in the project premium applied, reflecting a lack of observable market-based evidence to justify revaluing the Company's assets in line with the reduction in bond yields. The portfolio also benefited from a reduction in discount rate risk premia applied with respect to particular assets that moved out of the construction/defects liability phase and into full operation.
Sterling weakened significantly against all major currencies in which the Company holds its overseas investments, particularly after the results of the U.K. referendum on EU membership. The net impact over the year to 31 December 2016 was a positive impact on NAV, with the most pronounced impact on Euro-denominated investments.
In 2016, two cash dividends were paid to INPP shareholders totalling GBP61.9 million.
The NAV Return of GBP96.7 million captured the impact from the following:
- Unwinding of the discount factor - the movement of the valuation date and the receipt of forecast distributions
- Optimisation of cash flows - actual distributions received above the forecast amount due to active management of the Company's portfolio, including negotiating and optimising project cash flows to ensure cash can be extracted from the underlying investments earlier than forecast and optimising utilisation of group tax loss relief
- Updated cash flow forecasts - updated operating and macroeconomic assumptions to reflect current expectations of future cash flows
- Movements in the Company's working capital position
INVESTMENT VALUATION
Projected Future Cash Flows
The Company's investments are expected to continue to exhibit predictable cash flows. As the Company has a large degree of visibility over the forecast cash flows of its current investments, the chart below sets out the Company's forecast investment receipts from its current portfolio.
The majority of the forecast investment receipts are in the form of dividends or interest, and principal payments from senior and subordinated debt investments.
The Company's portfolio comprises both investments with finite lives (determined by concession or licence terms) and perpetual investments (including for example ownership interests in regulated trading companies).
Over the life of concession-based investments, the Company's receipts from these investments represent a return of capital as well as income. The fair value of the Company's concession-based investments is expected to reduce to zero over time.
INPP Projected Cash Flow
[Diagram can be found in PDF version of this document on the Company's website].
Note: There are many factors that may influence the actual achievement of long-term cash flows to the Company. These include both internal as well as external factors and investors should not treat the chart above as being more than an indicative profile and not a projection, estimate or profit forecast. The actual achieved profile will almost certainly be different and may be higher or lower than indicated. No new investments other than those committed as at 31 December 2016 have been included.
Portfolio Performance and Return
The valuation of the Company's investment portfolio is determined by the Board, with the benefit of advice from the Investment Adviser and auditors and is considered quarterly for approval by the Company's Directors. Investments at fair value as at 31 December 2016 were GBP1,515.2 million, an increase of 26.2% since 31 December 2015 (GBP1,201.1 million).
Investments at Fair Value Movements (GBPm)
[Diagram can be found in PDF version of this document on the Company's website].
The Portfolio Return represents, amongst other things, (i) variances in both realised and forecast investment cash flows and (ii) the unwinding of the discount factor applied to those future investment cash flows
1 Represents movements in the forward rates used to translate forecast non-GBP investment receipts and the spot rates used to translate non-GBP cash balances.
The Portfolio Return of GBP123.2 million represents a 9.4% increase in the rebased Investments at Fair Value and can be attributed to:
- Unwinding of the discount factor - the movement of the valuation date and the receipt of forecast distributions
- Optimisation of cash flows - actual distributions received above the forecast amount due to active management of the Company's portfolio, including optimising project cash flows to ensure cash can be extracted from the underlying investments earlier than forecast and utilisation of Group tax losses
- Updated cash flow forecasts - updated operating and macroeconomic assumptions to reflect current expectations of future cash flows
In addition, there was:
- An increase of GBP209.9 million in the Investments held at Fair Value owing to new investments that were made during the year
- A decrease of GBP94.7 million due to investment cash flows that were paid out of the portfolio
- A net decrease in the discount rates across jurisdictions in which the Company invests, leading to a GBP32.4 million increase in the fair value of investments
- A net decrease of GBP12.1 million, which reflects the changes made to the macroeconomic assumptions
- A net increase of GBP55.4 million due to foreign exchange rate movements in all four currencies the Company has exposure to
Macroeconomic Assumptions
The Company reviews the macroeconomic assumptions underlying its forecasts on a regular basis and, following a thorough market assessment during the period, certain adjustments have been made to some of the assumptions used to derive the Company's portfolio valuation.
The key assumptions used as the basis for deriving the Company's portfolio valuation are summarised below with further details provided in note 11. Across the portfolio, the weighted average long-term inflation assumption as at 31 December 2016 was 2.58% (2015: 2.57%) and the weighted average deposit rate assumption was 2.07% (2015: 3.11%). The Net Asset Valuation Section above provides further details on the impact of these assumptions on the valuation during the period.
VARIABLE BASIS 31 DECEMBER 2016 31 DECEMBER 2015
--------------------------- ----------- ------------------------- -------------------------
Inflation U.K. 2.75% 2.75%
Australia 2.50% 2.50%
1.0% in 2016, then
Europe 2.00% 2.00%
Canada 2.00% 2.00%
U.S.(2) N/A N/A
--------------------------- ----------- ------------------------- -------------------------
Long-term Deposit Rates(1) U.K. 2.00% 3.00%
Australia 3.00% 4.50%
Europe 2.00% 3.00%
Canada 2.00% 3.00%
U.S.(2) N/A N/A
--------------------------- ----------- ------------------------- -------------------------
Foreign Exchange GBP/AUD 1.86 2.13
GBP/CAD 1.71 2.02
GBP/EUR 1.12 1.28
GBP/USD 1.30 1.49
--------------------------- ----------- ------------------------- -------------------------
Tax Rate U.K. 17.00%-20.00%(3) 18.00%-20.00%
Australia 30.00% 30.00%
Europe Various (12.50%-33.99%) Various (12.50%-33.99%)
Canada Various (26.50%-27.00%) Various (26.50%-27.00%)
U.S.(2) N/A N/A
--------------------------- ----------- ------------------------- -------------------------
1 The portfolio valuation assumes actual current deposit rates are maintained until 31 December 2019 before adjusting to the long-term rates noted in the table above.
2 The Company's U.S investments is in the form of subordinated debt and therefore not directly impacted by inflation, deposit and tax rate assumptions.
3 The reduction in U.K. tax rates reflects the latest substantively enacted rates at 31 December 2016 and therefore captures the reduction to 19.00% from 1 April 2017 and 17.00% from 1 April 2020.
Discount Rates
The discount rate used to value each investment comprises the appropriate long-term Government bond yield plus an investment-specific risk premium. The risk premiums take into account the perceived risks and opportunities associated with each investment.
The majority of the Company's portfolio (87%) is comprised of investments where the Company only holds the Risk Capital in the underlying investments. The remaining portfolio (13%) is comprised of investments where the Company holds both the Risk Capital and the senior debt or the senior debt has been fully repaid. In order to provide investors with a greater level of transparency, the Company publishes both a Risk Capital weighted average discount rate and a portfolio-weighted average discount rate, which captures the discount rates of all investments including the senior debt interests.
The weighted average discount rates are presented in the table below. These rates need to be considered against the assumptions and projections upon which the Company's forecast cash flows are based.
MOVEMENT 31
DECEMBER 2015
31 DECEMBER 30 JUNE 31 DECEMBER -31 DECEMBER
METRIC 2016 2016 2015 2016
------------------------------ ------------ -------- ------------ ---------------
Weighted Average Government
Bond Rate (Nominal) -Risk
Capital and senior debt 1.55% 2.00% 2.31% (0.76)%
------------------------------ ------------ -------- ------------ ---------------
Weighted Average Project
Premium over Government
Bond Rate - Risk Capital
and senior debt (Nominal) 5.82% 5.37% 5.22% 0.60%
------------------------------ ------------ -------- ------------ ---------------
Weighted Average Discount
rate
- Risk Capital and senior
debt 7.37% 7.37% 7.53% (0.16)%
------------------------------ ------------ -------- ------------ ---------------
Weighted Average Discount
rate - Risk Capital only(1) 7.90% 7.88% 8.09% (0.19)%
------------------------------ ------------ -------- ------------ ---------------
NAV per share 142.2p 138.2p 130.2p 12.0p
------------------------------ ------------ -------- ------------ ---------------
1 Risk Capital includes both equity and subordinated debt investments.
The changes in both the Portfolio and Risk Capital weighted average discount rates are principally due to the reduction in Government bond yields during the period.
For accurate comparison to peer group valuations, these rates need to be considered against the assumptions and projections upon which a company's anticipated cash flows are based.
In the Company's view, comparisons of average discount rates between competitor investment portfolios or funds are only meaningful if there is a comparable level of confidence in the quality of forecast cash flows (and assumptions) the rates are applied to; the risk and return characteristics of different investment portfolios are understood; and the depth and quality of asset management employed to manage risk and deliver expected returns are identical across the compared portfolios. As such, assumptions are unlikely to be homogenous, and any focus on average discount rates without an assessment of these and other factors would be incomplete and could therefore derive misleading conclusions. For transparency and to aid comparability, the Company's approach to such cash flows is set out below.
Portfolio Level Cash Flow Assumptions Underlying NAV Calculation
The Company is aware that there are subtle differences in approach to the valuation of portfolios of investments among different infrastructure funds. INPP regards its key cash flow and broad valuation assumptions and principles as:
- Key macroeconomic variables (outlined in the section above) continue to be applicable
- Concession contracts under which payments are made to the Company and its subsidiaries remain on track and are not terminated before their contractual expiry date
- Any deductions suffered under such contracts are fully passed down to subcontractors
- Lifecycle costs/risks are either not borne by the Company and are passed down to a third party such as a facilities management contractor or where borne by the Company are incurred per current expectations
- Cash flows from and to the Company's subsidiaries and the infrastructure asset-owning entities in which it has invested will be made and are received at the times anticipated
- Where assets are in construction they are either completed on time or any costs of delay are borne by the contractors not the Company
- Where the operating costs of the Company or the infrastructure asset-owning entities in which it has invested are fixed by contract such contracts are performed, and where such costs are not fixed, that they remain within projected budgets
- Where the Company or the infrastructure asset-owning entities in which it has invested owns the residual property value in an asset that the projected amount for this value is realised
- Foreign exchange rates remain consistent with 31 December 2016 four-year forward rates, and that hedging only applies in relation to short-term forecast cash flows, not NAV valuation
- There are no tax or regulatory changes in the future which negatively impact cash flow forecasts
- Perpetual investments are assumed to have a finite life and therefore residual/terminal value
SENSITIVITIES FOR KEY MACROECONOMIC ASSUMPTIONS AND DISCOUNT RATES
The Company's NAV is based on the factors outlined above. The Company has also provided sensitivity analysis showing an indication of the impact on NAV per share from changes in macroeconomic assumptions and discount rates, as set out below. Further details can be found in note 11. This analysis is provided as an indication of the likely impact of these variables on the NAV per share on the basis that they apply uniformly across the portfolio whereas in practice the impact is unlikely to be uniform. These sensitivities should be used only for general guidance and not as accurate predictors of outcomes.
Impact of Changes in Key Macroeconomic Variables to 31 December 2016 NAV 142.2p per Share
[Diagram can be found in PDF version of this document on the Company's website].
Inflation
Forecasting the impact of possible future inflation/deflation on projected returns and NAV in isolation cannot be relied on as an accurate guide to the future performance of the Company as actual inflation is unlikely to follow any of these scenarios exactly and invariably, many other factors and variables will combine to determine what actual future returns are available. The analysis provided above should therefore be treated as being indicative only and not as providing any form of profit or dividend forecast.
Foreign Exchange
The Company has a geographically diverse portfolio and therefore revenues are subject to foreign exchange rate risk. The impact of a 10% increase or decrease in these rates is provided for illustration. The Company does not hedge exposure to foreign exchange rate risk on long-term cash flows and therefore changes in NAV are to be expected from changes in the foreign exchange forward curve against Euros, Australian Dollars, Canadian Dollars and U.S. Dollars.
Deposit Rates
The long-term weighted average deposit rate assumption across the portfolio is 2.07% per annum. While operating cash balances tend to be low given the structured nature of the investments, project finance structures typically include reserve accounts to mitigate certain costs and therefore variations to deposit rates may impact the portfolio. The impact of a 1% increase or decrease in these rates is provided for illustration.
Tax Rates
The Company has a geographically-diverse portfolio and therefore post-tax investment cash inflows are impacted by tax rates across all relevant jurisdictions. The impact of a 1% increase or decrease in these rates is provided for illustration. Other potential tax changes are not covered by this scenario.
Project Lifecycle Spend
Over a project's lifecycle there is a process of renewal required to keep the physical asset fit for use and at the standard required of it under the agreement with the occupying public sector body. The proportion of total cost that is lifecycle spend will depend on the nature of the asset. In order to enhance the certainty around cash flows, around 90% of the Company's assets (by value) currently are structured such that lifecycle cost risk is taken by a subcontractor for a fixed price (isolating equity investors from such downside risk). As a result, the impact of any changes to the Company's lifecycle cost profile is relatively small.
Future Group Tax Loss Relief
Under current U.K. group tax loss relief rules, losses within the U.K. group companies can be, subject to U.K. tax law, offset against taxable profits in other U.K. group companies (including controlled project entities). This group tax loss relief can reduce the overall tax charge across the portfolio and potentially reduce taxable profits substantially below the levels currently modelled by the Company. The Company has taken a conservative approach to the valuation of future tax losses and, to date, has not incorporated these into the NAV. Changes to U.K. tax loss relief rules are expected to come into force from April 2017, however these are not expected to a have a significant impact on the portfolio valuation.
By order of the Board
Rupert Dorey John Whittle
Chairman Senior Independent
Director
29 March 2017 29 March 2017
RISK MANAGEMENT
EFFECTIVE RISK MANAGEMENT
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is responsible for overall risk management, with delegation provided to the Audit and Risk Committee. The system of risk management and internal control has been designed to manage, rather than eliminate, the risk of failure to meet the business objectives. Regard is given to the materiality of relevant risks in designing systems of internal control but no system of control can provide absolute assurance against the incidence of risk, misstatement or loss.
INPP has in place a risk management framework, with a risk register that is reviewed and updated by the Board and Audit and Risk Committee on a quarterly basis. The Audit and Risk Committee considers the risks facing the Company and controls and other measures in place to mitigate the impact of risks.
There is an ongoing process for identifying, evaluating and managing the most significant risks faced by the Company. The process has been in place for the year under review and up to the date of approval of the Annual Report and financial statements.
Risk Management Process
The Company's risk management process as overseen by the Board can be summarised as:
[Diagram can be found in PDF version of this document on the Company's website].
Risk Framework and Systems of Internal Control
The Board recognises the importance of identifying and actively monitoring the financial and non-financial risks facing the business. While responsibility for risk management rests with the Board, the aim is that the management of risk is embedded as part of the everyday business and culture of the Company and its principal advisers.
The Board has considered the need for an internal audit function but because of the internal controls systems in place at the key service providers, and the controls process reviews performed, it has decided instead to place reliance on those control and assurance processes.
The overall risk governance framework is the responsibility of the Board, overseen by the Audit and Risk Committee with input from the Management Engagement Committee. It is implemented through the following risk control processes.
Risk Identification
The Board and Audit and Risk Committee identify risks with additional input from the Company's Investment Adviser and Administrator. The Board also receives detailed quarterly asset management reports highlighting performance and potential risk issues on an investment-by-investment basis.
Risk Assessment
Each identified risk is assessed in terms of probability of occurrence, potential impact on financial performance and movements in the relative significance of each risk from period to period. A robust assessment of the principal risks facing the company is performed. See the viability statement on page 37 for more information of this assessment.
Action Plans to Mitigate Risk
Where new risks are identified or existing risks increase in terms of likelihood or impact, the Audit and Risk Committee assists the Company in developing an action plan to mitigate the risk and put in place enhanced monitoring and reporting.
Re-assessment and Reporting of Risk
Such risk mitigation plans are reassessed by the Audit and Risk Committee, where applicable with the relevant key service providers and reported to the Board on a quarterly basis.
[Diagram can be found in PDF version of this document on the Company's website].
Direct communication between the Company and its Investment Adviser, and the entity level asset manager, is a key element in the effective management of risk (and performance) at the underlying investment level.
The risk framework is applied holistically across the Company and the underlying investment portfolio as illustrated in the Business Model on page 9.
PRINCIPAL RISKS AND MITIGATION
The key risks affecting the Company and the investment portfolio have not, in the view of the Board, materially changed year to year, largely due to the contractual and long-term nature of the investments with similar risk profiles. Changes in the macroeconomic environment and broader global regulatory and tax environment can impact on fund returns and are a permanent feature of the risk appraisal process. The Board's view of principal risks and how the relative significance may have changed in the period are set out on the following pages.
This section is not intended to highlight all the potential risks to the business. There may be other risks that are currently unknown or regarded as less material, which could turn out to materially impact the performance of the Company, its assets, capital resources and reputation.
A description of broader risk factors relevant to investors is disclosed in the latest Company prospectus available on the website www.internationalpublicpartnerships.com.
While the Company has applied mitigation processes (highlighted below) it is unlikely that the techniques applied will fully mitigate the risk.
The chart below provides a summary of the Board's view of the probability and potential impact of the Company's principal risks:
Risk Heat Map
[Diagram can be found in PDF version of this document on the Company's website].
The following key is used in the table below to highlight the Board's view on movement of risk exposures during the period:
INCREASE Risk exposure has increased in the period
DECREASE Risk exposure has reduced in the period
NO SIGNIFICANT No significant change in risk exposure since last
CHANGE reporting period
RISK DESCRIPTION MITIGATION/APPROACH
------------------------------ ------------------------- ----------------------------------
MACROECONOMIC RISKS
---------------------------------------------------------------------------------------------
Inflation Inflation may be higher INPP monitors the effect
or lower than expected. of inflation on its portfolio
Investment cash flows through its bi-annual
are valuation process and
positively correlated to reports on this to investors.
inflation therefore It also provides sensitivities
increases/decreases to investors indicating
to inflation compared to the projected impact on
current projections the Company's NAV of a
would number of alternative
impact positively or inflation scenarios, offering
negatively investors an ability to
on the Company's future anticipate the likely
projected cash flows. effects of some inflation
Negative scenarios on their investment.
inflation (deflation) INPP uses a long-term
will view of inflation within
reduce the Company's its forecasts, benchmarked
future where possible to independent
cash flows in absolute analysis.
terms.
The Company's portfolio
has been developed in
anticipation
of continued inflation
at or above the levels
used in the Company's
valuation
assumptions. Where
inflation
is at levels below the
assumed levels
investment
performance may be
impaired.
The level of inflation
linkage across the
investments
held by the Company
varies
and is not consistent.
Some investments have no
inflation linkage and
some
have a geared exposure
to inflation. The
consequences
of higher or lower
levels
of inflation than that
assumed by the Company
will not be uniform
across
its portfolio. The
Company
is also exposed to the
risk of changes to the
manner in which
inflation
is calculated by the
relevant
authorities.
------------------------- ----------------------------------
1
------------------------- ---------------- ----------------
NO SIGNIFICANT
CHANGE
Whilst we hold
a stable view we
note an increase
in inflation would
have a positive
impact on investment
cash flows
------------------------------ ------------------------- ---------------- ----------------
Foreign Exchange INPP indirectly holds INPP uses forward foreign
Movements part exchange contracts to
of its investments in mitigate the risk of short-term
entities volatility in foreign
in jurisdictions with exchange on significant
currencies investment returns from
other than Sterling but overseas investments.
borrows corporate level These may not be fully
debt, reports its NAV effective and rely on
and the strength of the
pays dividends in counterparties
Sterling. to those contracts to
Changes in the rates of be enforceable.
foreign currency INPP monitors the effect
exchange of foreign exchange on
are outside INPP's its portfolio through
control its biannual valuation
and may impact process and reports this
positively to investors. The Company
or negatively on cash also provides sensitivities
flows to investors indicating
and valuation. the projected impact on
the its NAV of a limited
number of alternative
foreign exchange scenarios,
offering investors an
ability to anticipate
the likely effects of
some foreign exchange
scenarios on their investment.
------------------------- ----------------------------------
2
------------------------- ---------------- ----------------
INCREASE
Increased likelihood
of exchange rate
volatility is possible
in light of international
political change
and the U.K.'s
planned withdrawal
from the European
Union
------------------------------ ------------------------- ---------------- ----------------
Interest Rates Changes in market rates In determining the discount
of interest can affect rate used to value its
the Company in a variety investments, INPP generally
of different ways: uses nominal interest
Valuation Discount Rate rates. Where the Company's
The Company, in valuing cash investment inflows
its investments, uses a are linked to inflation,
discounted cash flow higher interest rates
methodology. can often be precipitated
Changes in market rates by higher inflation expectations,
of interest and therefore any inflation
(particularly linkage may partly mitigate
government bond rates) the effect of interest
may directly impact the rate changes
discount rate used to
value
the Company's future
projected
cash flows and thus its
valuation. Higher rates
will have a negative
impact
on valuation while lower
rates will have a
positive
impact.
------------------------- ----------------------------------
3
------------------------- ---------------- ----------------
INCREASE
Slight increase
to reflect changes
in the underlying
portfolio with
higher sensitivity
to changing rates
------------------------- ---------------- ----------------
Corporate Debt Facility In the event that the
INPP has a corporate interest rate increases,
level INPP has the option of
debt facility that may repaying its corporate
be drawn from time to level facility at any
time. time with minimal notice,
Interest is charged on providing sufficient funds
a floating rate basis, are available.
so higher than
anticipated
interest rates will
increase
the cost of this
facility
adversely impacting on
cash flow and the
Company's
valuation.
------------------------------ ------------------------- ----------------------------------
Underlying portfolio As presented in the sensitivity
considerations analysis, variations in
Changes in interest cash deposit rates have
rates little impact on the Company's
have potential impacts NAV. Due to the spread
on the portfolio at of cash holdings within
underlying ring-fenced SPV structures
investee entity level. and relatively smaller
Portfolio entities balances in the SPV's,
typically it is not economically
choose or can be feasible to hedge against
required adverse deposit rate movements.
to hold various cash INPP monitors the effect
balances, of historical and projected
including contingency interest rates on its
reserves portfolio through its
for future costs (such biannual valuation process
as major lifecycle and reports this to investors.
maintenance It also provides sensitivities
or debt service to investors indicating
reserves). the projected impact on
These are generally held the Company's NAV of a
on interest bearing limited number of alternative
accounts scenarios, offering investors
and under the an ability to anticipate
contractual the likely effects of
terms applicable to some deposit interest
certain rate scenarios on their
investments which in investment.
many The risk of adverse movements
cases are projected to in debt interest rates
be held for the long for unhedged debt within
term. regulated entities is
The Company assumes that limited through protections
it will earn interest on provided by the regulatory
such deposits over the regime.
long term. Changes in
interest
rates may mean that the
actual interest
receivable
by INPP is different to
that projected. If INPP
receives less interest
than it projects this
will
impact cash flows and
NAV
adversely.
Certain assets within
the
portfolio contain
refinancing
assumptions. Increases
in lending rates
available
to these projects would
have the potential to
increase
their cost of financing
and therefore impact the
overall returns from
these
assets.
----------------------------- ------------------------- ----------------------------------
Taxation Change in Legislation The diversified jurisdictional
Changes in tax mix of INPP's investments
legislation may provide some mitigation
across the to tax changes in any
multi-jurisdictions one jurisdiction.
in which INPP has INPP believes it takes
investments a conservative approach
can reduce returns to tax planning. The Board
impacting monitors changes in tax
on the Company's cash legislation and takes
flow advice as appropriate
and valuation. from external, independent,
qualified advisers. While
the Board and the Company's
Investment Adviser seek
to minimise the impact
of adverse changes in
tax requirements, its
ability to do so is naturally
limited.
------------------------- ----------------------------------
4
------------------------- ---------------- ----------------
NO SIGNIFICANT
CHANGE
Continued incidence
of tax reform impacting
in most major jurisdictions
in which the Company
has operations
------------------------- ---------------- ----------------
Change in Tax Rates INPP incorporates changes
Most recently INPP has in tax rates within its
benefited from forecast cash flows and
reductions NAV only once substantively
in the headline rates of enacted.
U.K. corporation tax
positively
impacting its U.K. based
investments, however
there
is a risk that this
could
be reversed if there
were
a change in government
or policy. Such changes
may occur in all
jurisdictions
in which it operates.
----------------------------- ------------------------- ----------------------------------
Base Erosion and Profit The Company's Investment
Shifting Adviser has responded
The OECD's Action Plan to corporate interest
on Base Erosion and deductibility consultations
Profit in the U.K. during the
Shifting ('BEPS'), year and continues to
published monitor developments in
in 2013, seeks to other relevant geographies.
address Whilst our initial assessment
perceived flaws in of the U.K. Finance (No.2)
international Bill 2016-17, issued in
tax rules. It sets out March 2017, is that we
15 actions to counter are not expecting the
BEPS legislation to have a
in a comprehensive and significant impact on
coordinated way. portfolio valuation, there
Countries can be no guarantee that
in which INPP invests responses to the OECD
have proposals by other governments
been assessing their will not have a negative
compliance impact on the Company's
or otherwise with this performance.
guidance and in the case
of the U.K., seeking to
bring into law from
April
2017 fundamental changes
in certain areas. Of
particular
of relevance to the
Company
are rules to restrict
the
tax deductibility of
interest
payments. These
proposals,
once actioned by
governments,
may have negative
implications
for the Company.
--------------- --- ------------------------- ----------------------------------
Accounting Accounting changes can A portion of INPP's income
have the effect of is received in the form
reducing of shareholder debt interest
distributable profits in income i.e. from pre-tax
investee entities and cash flows and not constrained
holding by distributable profits
entities and may impact tests. However, changes
the Company's cash flows in accounting rules could
and thus valuation potentially have an impact
adversely. on distributable profits
and following the implementation
of BEPS rules mentioned
above on post-tax cash
flows.
----------------------------- ------------------------- ----------------------------------
5
------------------------- ---------------- ----------------
NO SIGNIFICANT
CHANGE
----------------------------- ------------------------- ---------------- ----------------
MARKET RISK
--------------------------------------------------------------------------------------------
Political and Regulatory The nature of the Most of INPP's existing
businesses investments benefit from
in which INPP invests long-term service and
exposes asset availability based
the Company to potential pricing contracts and
changes in policy and the countries in which
legal the Company operates do
requirements. All not tend to have a tradition
investments of penal retrospective
have a public sector legislation. They tend
infrastructure to be long-term supporters
service aspect. Some are of infrastructure and
subject to formal similar investment and
regulatory recognise the risk of
regimes. All are exposed deterring future investment
to political scrutiny in the event that penal
and or disproportionate steps
the potential for are taken in respect of
adverse existing contractual engagements.
public sector or
political
criticism. Moreover, all
are either dependent
ultimately
on public sector
expenditure
or dependent on
regulatory
or other similar
frameworks
for most of their
revenues.
INPP is therefore
potentially
highly exposed to
changes
in policy, law or
regulations
including adverse or
punitive
changes of law.
------------------------- ----------------------------------
6
------------------------- ---------------- ----------------
NO SIGNIFICANT CHANGE
Termination of Contracts INPP maintains strong
Often contracts between and positive relationships
public sector bodies and with its public sector
INPP's investment clients where possible.
entities It engages with its public
contain rights for the sector clients in developing
public sector to cost-saving initiatives
voluntarily and seeks to act as a
terminate contracts in 'good partner'. None of
certain situations. INPP's investments have
While been identified, by any
the contracts typically government audit or public
provide for some sector report, as poor
compensation value-for-money or not
in such cases, this in the public interest.
could The Investment Adviser
be less than required to is a signatory to the
sustain the INPP's Code of Conduct for Operational
valuation PFI/PPP contracts in the
causing loss of value. U.K. The voluntary code
There have been of conduct sets out the
instances basis on which public
of contracts being and private sector partners
voluntarily agree to work together
terminated in the U.K. to make savings in operational
(although not affecting Public PPP contracts.
INPP). Compensation on termination
clauses within such contracts
serve to partially mitigate
the risk of voluntary
termination. Furthermore,
in the current financial
climate where voluntary
termination leads to a
requirement to pay compensation,
such compensation is likely
in many cases to represent
an unattractive immediate
call on the public finances
for the public sector.
------------------------- ----------------------------------
Change in Law/Regulation Some investments maintain
Changes in law or a reserve or contingency
regulation designed to meet change
may increase costs of in law costs and/or have
operating a mechanism to allow some
and maintaining change in law costs (typically
facilities building maintenance related)
or impose other costs or to be passed back to the
obligations that public sector.
indirectly
adversely affect INPP's
cash flow from its
investments
and/or valuation of
them.
------------------------- ----------------------------------
Change in Political Current policy trends
Policy in the U.K. and elsewhere
Political policy and continue to support the
financing use of private sector
decisions may also capital to finance public
impact infrastructure, despite
on relationships on recent developments in
existing the political landscape
investments and on in the U.K. and more generally
INPP's in the U.S. and EU in
ability to source new particular.
investments
at attractive prices or
at all.
------------------------- ----------------------------------
Change in Regulations The Company and Amber,
INPP is subject to its Investment Adviser,
changes monitor regulatory developments
in regulatory and seek independent
requirements professional
that relate to its advice in order to manage
business compliance with changing
and that of its regulatory requirements.
Investment
Adviser (both in terms
of its investments and
in terms of itself). It
is supervised by the
Guernsey
Financial Services
Commission
and is required to
comply
with the U.K. Listing
Rules
applicable to 'Premium'
listings. The Investment
Adviser is regulated by
the Financial Conduct
Authority
in the U.K. in
accordance
with the Financial
Services
and Markets Act 2000.
----------------------------- ------------------------- ----------------------------------
OPERATIONAL AND VALUATION RISK
--------------------------------------------------------------------------------------------
Asset Performance Construction Contractual mechanisms
For the Company's assets allow for significant
under construction, there pass down of construction
is element of construction cost overrun risk to
risk takes the form of cost subcontractors or consumers.
overruns that could impact
on project returns. The Board reviews underlying
Asset Availability investment performance
The entitlement of INPP's of each investment quarterly
PPP and OFTO investments allowing asset performance
to receive income is to be monitored in close
generally to real time.
dependent on underlying Historically, INPP has
physical assets remaining seen very high levels
available for use and of asset performance,
continuing which suggests a positive
to meet certain performance trend for the future.
standards. Failure to Contractual mechanisms
maintain and underlying regulatory
assets available for use frameworks also allow
or operating in accordance for significant pass-down
with pre-determined of unavailability and
performance performance risk to
standards may dis-entitle sub-contractors
(wholly or partially) the in many cases.
continued receipt of income
that INPP has projected
to receive.
7
INCREASE
New investments
made into construction
stage assets
Termination
In serious cases where the In the event of significant
terms of the underlying and continuing unavailability
contract with the public across INPP's portfolio,
sector are breached due it is able to terminate
to default or force majeure the Investment Advisory
then that contract can Agreement. This serves
usually to reinforce alignment
be terminated without of interest between the
compensation. Company and the Investment
Failure to receive the Adviser.
amount Regarding any potential
of revenue projected or impact from the U.K.'s
termination of a contract planned withdrawal from
will have a consequential the EU, there are no
impact on INPP's cash flow specific 'Brexit' specific
and value. clauses in INPP's underlying
project contracts.
------------------------- ----------------------------- ----------------------------------
Counterparty Risk INPP's investments are INPP has a broad range
dependent on the performance of suppliers and believes
of a series of that supplier counterparty
counterparties risk is diversified across
to contracts including its investments. All contracts
public sector bodies, include the provision
consortium of a security package
partners, construction from counterparties to
contractors, facilities mitigate the impact of
management and maintenance supplier failure. In addition,
contractors, asset and generally payments are
investment managers made in arrears to service
(including providers giving the Company
the Investment Adviser), some protection against
banks and lending failures in performance.
institutions The credit quality of
and others. Failure by supplier counterparties
one or more of these is reviewed as part of
counterparties INPP's due diligence at
to perform their obligations the time of making its
fully or as anticipated investments.
could adversely affect Most of the services provided
the performance of affected to the Company's investments
investments. Replacement are reasonably generic
counterparties where they and therefore there can
can be obtained may only be expected to be a pool
be obtained at a greater of potential replacement
cost. These risks would supplier counterparties
negatively impact the in the event that a service
Company's counterparty fails albeit
cash flows and valuation. not necessarily at the
Where borrowings exist same cost.
in respect of INPP's The credit risk of such
investments, swap counterparties is
interest rates are generally considered at the time
fixed through the use of of entering into these
interest rate swaps. INPP arrangements and are regularly
is therefore exposed if reviewed. However, there
the counterparties of these is a risk of credit deterioration
swaps were to default or which could impact affected
the swaps otherwise become investments.
ineffective.
----------------------------- ----------------------------------
8
------------------------- ---------------- ----------------
INCREASE
Potential increased
risk from large
consortium investments
where INPP holds
non-controlling
interest
------------------------- ------------------------- ---------------- ----------------
OPERATIONAL AND VALUATION RISK CONTINUED
--------------------------------------------------------------------------
Physical Asset INPP indirectly invests INPP's
Risk in physical assets used investments
by the public and thus benefit
is exposed to possible from regular
risks, both reputational risk reviews
and legal, in the event and external
of damage or destruction insurance
to such assets and their advice which is
users including loss of intended
life, personal injury to ensure that
and those assets
property damage. While continue to
the assets INPP invests benefit from
in benefit from insurance cover
insurance that is
policies, these may not standard for
be effective in all such assets.
cases.
------------------------- ----------------
9
------------------------- ----------------
NO SIGNIFICANT
CHANGE
Contract Risk The performance of the Such contracts
Company's investments is have been
dependent on the complex entered into
set of contractual usually only
arrangements after lengthy
specific to each negotiations
investment and with the
continuing to operate as benefit of
intended. INPP is external legal
exposed advice.
to the risk that such A legal review
contracts of contract
do not operate as documentation
intended, is undertaken
are incomplete, contain as part of
unanticipated INPP's due
liabilities, diligence at
are subject to the time
interpretation of making new
contrary to its investments.
expectations
or otherwise fail to
provide
the protection or
recourse
anticipated.
------------------------- ----------------
10
------------------------- ----------------
NO SIGNIFICANT
CHANGE
Financial Forecasts INPP's projections Financial
depend forecasts are
on the use of financial generally
models to calculate its subject to
future projected model
investment audit by
returns. These are in external
turn accountancy
dependent on the outputs firms which is
from other financial a process
model designed to
forecasts at the identify
underlying errors.
investment entity level. The comparison
There may be errors in of past
any of these financial actual
models including performance of
calculation investments
errors, incorrect against past
assumptions, projected
programming, logic or performance
formulaic also gives
errors and output confidence
errors. in financial
Once corrected, such models where
errors actual
may lead to a revision performance has
in projected cash flows closely matched
and thus impact projected
valuation. performance.
However,
there can be no
assurance
that forecast
results
will be
realised.
------------------------- ----------------
11
------------------------- ----------------
NO SIGNIFICANT
CHANGE
Sensitivities Sensitivities
INPP publishes are produced
information for the
relating to its information of
portfolio investors and
including projections of are
how portfolio accompanied
performance by disclaimers
and valuation might be and guidance
impacted by changes in explaining
various factors e.g. that limited
interest reliance can
rates, inflation, be placed
deposit upon them.
rates etc. The
sensitivity
analysis and projections
are not forecasts and
actual
performance is likely to
differ (possibly
significantly)
from that projection as
in practice the impact
of changes to such
factors
will be unlikely to
apply
evenly across the
portfolio
or in isolation from
other
factors.
----------------------------- ------------------------- ----------------
Cyber-security Cyber-security continues A number of
to be an issue of control layers
relevance are in place
across all businesses as across INPP's
a response to the structure to
growing mitigate
levels of sophistication as far as
being used in carrying possible
out cyber-attacks against
targeting the risk of a
businesses. Cybercrime cyber-security
could impact INPP in a issue occurring
number of ways including in the
financially, Company's
operationally operational
or through reputational or investment
impact. activities.
The Company has
procured
an external
independent
review of its
cyber-security
control
environment and
is monitoring
implementation
of proposed
enhancements.
------------------------- ----------------
12
------------------------- ----------------
NO SIGNIFICANT
CHANGE
VIABILITY STATEMENT
In accordance with provision C2:2 of the 2014 revision of the U.K. Code of Corporate Governance, we have considered the Company's viability as summarised below. Due to the long-term and contractual nature of our investments, we have a significant level of confidence over the endurance and longevity of our business, however it is difficult to assess the regulatory, tax and political environment on a long-term basis. While we consider the valuation of investment cash flows for the purposes of NAV over a considerably longer period than five years, we view five years as an appropriate timeframe for assessing the Company's viability given these inherent uncertainties.
In 2016, the viability assessment process was embedded within the Company's annual risk review cycle and involves the following:
1 An Audit and Risk Committee review and assessment of the risks facing the Company. A summary of the review process is detailed on pages 29 to 30.
2 Identification of those principal risks that are deemed more likely to occur and have a potential impact on the Company's viability over the viability period. This exercise has included consideration of a persistent low inflation rate environment (noting that a high rate environment would be positive for the Company's investment cash flows), large currency fluctuations impacting on receipts from overseas investments, and the impact from the loss of income from investments (whether due to key sub-contractor default or other asset underperformance). We note that a number of risks identified during the risk review process in step one above may have implications for the Company's valuation but may be considered insignificant from a five-year viability perspective
3 Quantification analysis of the potential impact of those principal risks occurring in isolation and under plausible combined sensitivity scenarios over the viability period
4 Assessment of potential mitigation strategies to mitigate the potential impact of principal risks over the viability period. This exercise has considered the potential to liquidate investments and/or refinance investments if necessary
The viability assessment is approved by the Board. Following the assessment, the Board has a reasonable expectation that the Company will be able to continue in operation and meet all its liabilities as they fall due up to March 2022. This assessment is based on the following assumptions which are not within the Company's control:
- No retrospective changes to government policy, laws and regulations affecting the Company or its investments
- Continued availability of sufficient capital and market liquidity to allow for the refinancing/repayment of any short-term recourse debt facility obligations as they become due
Rupert Dorey John Whittle
Chairman Senior Independent
Director
29 March 2017 29 March 2017
CORPORATE GOVERANCE
CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Social responsibility and corporate citizenship remain core to our values, creating value for clients, investors, shareholders, employees, communities and society alike. This is achieved by taking responsibility for our actions, outcomes and reputation and is fully embedded into INPP's core business objectives and day-to-day business culture and operations.
Our most material impacts are indirect, relating to the environmental and social performance of the construction and operation of the buildings and infrastructure that make up the Company's portfolio. This ranges from the social utility derived from modern school environments for children to learn; to quality public buildings such as libraries and local health practices; to new efficient trains and light rail systems providing better connectivity; and to offshore power networks enabling the transmission of green energy from offshore wind farms for wider distribution to homes and businesses. Additionally, we recognise the importance of managing our relationship with Amber, our Investment Adviser, (and associated asset management operations) including the energy and resources used within all our operations and our contribution to the local and international community.
Wherever we operate, we seek to integrate within the neighbourhood, supporting the local community, its businesses and its workforce.
Amber operates a Sustainability Policy, which looks beyond legislative and regulatory requirements to promote best practice and continual improvement in environmental management and social responsibility. It is certified to The Planet Mark and is committed to measuring and reducing its carbon footprint and wider sustainability metrics. It also supports best practice in responsible investment.
A selection of the social responsibility initiatives provided through our investment portfolio are described below.
SUPPORTING PUBLIC SECTOR PARTNERS
The Dublin Courts PPP project provides the people of Dublin with a landmark, exemplary facility, which has recently hosted a series of distinguished guests and international conferences. Events have included a visit by the Supreme People's Court of China, European Circuit of the Bar of England and Wales International, a visit by the International Academy of Trial Judges and it also participated in Open House Dublin.
Liverpool Library has also proved to be a valuable resource to the local community and has become a focal point for a series of high-profile events. It has hosted Liverpool Pride, Beatles Week, exhibitions of rare books and performing arts events.
The redevelopment of Olga School in Tower Hamlets has joined the 'Considerate Contractors' scheme, a voluntary code of conduct intended to successfully embed the construction works in the community. Positive outcomes include direct employment of residents from the local area and using the project to tie in with the curriculum at the school through presentations and site visits for the pupils and staff. This project aims to educate and inspire participants in the process of developing their new school and inspire them to consider a future career in construction.
Pupils from Elizabeth Garrett Anderson School visited the Pevensey Bay Sea Defence Project on a field trip. The geography field trip, funded by the Local Education Partnership, provided the opportunity for 71 pupils from the school to visit sea defence systems in place around Pevensey and Eastbourne to protect and preserve the coastline from erosion. The field trip was arranged to prepare the students for the SDME (Sustainable Decision Making Exercise) exam. In 2015 52% of EGA students achieved grades A*-C in the SDME exam. In 2016 this rose to 61%, an increase of 9% that the school considered to be a direct result of the field trip.
PROMOTING SUCCESSFUL CONTRACTOR PARTNERSHIPS
Facilities managers ('FM') provide day-to-day operations and maintenance services at many of INPP PPP projects and, like INPP, are encouraged to actively support local and environmental initiatives.
For example, the FM provider at the Strathclyde Police Training College was randomly selected by their own internal auditors to participate in a procedural review. This encompassed a range of elements across the business and service delivery model from hard services compliance to environmental impact and staff engagement. The results were positive, of note is the 100% scoring for hard FM maintenance and the 'Everyone has a voice' staff fulfilment scores, well above the company average. Resultant actions for early 2017 include the employment of two apprentices for administration and engineering, the Give a Day of Your Time ('GADOYT') scheme where staff can offer day of company time to benefit the local community, and an Energy Efficiency Opportunity survey to further identify areas where the environmental impact can be reduced.
The FM provider at INPP's Northampton Schools project supported a charity event called the Big Sleep Out on behalf of the Hope Centre, Northampton. This involved sleeping rough overnight in a local park to raise awareness and money for the homeless across Northampton, with the total amount of money raised by staff matched by their employer.
Staff from the FM provider installed a retail unit for a charity free of charge at Bootle Government offices scheme. The support provided included labour, flooring and a replacement door.
COMMITMENT TO ENVIRONMENT
All three schools at INPP's Building Schools for the Future scheme in Kent have had biomass boiler heating systems installed and are currently being investigated for their potential eligibility for the 20-year Renewable Heat Initiative ('RHI') tariff, which will reduce carbon emissions as well as providing an income for the Local Authority. The RHI is a Government financial incentive to promote the use of renewable heat, switching or maintaining heating systems that use eligible energy sources that can help the U.K. reduce its carbon emissions and meet its renewable energy targets.
An energy saving scheme at INPP's Abingdon Police PPP project has seen overall energy consumption fall by 5% and CO2 emissions by 6.8%. This has been achieved by installing the latest energy efficient LED lighting and voltage optimisers.
Where changes to a project are required by the client, INPP and Amber actively work to achieve high standards in sustainability, including building certifications such as BREEAM, LEED and Green Star. Olga School, for example, is currently having a new building added which will achieve a BREEAM 'Excellent' rating.
INPP's investment into OFTOs enables the transmission of green energy generated by offshore windfarms to the National Grid.
INPP's investment into the Thames Tideway Tunnel will have a significant environmental impact on the water quality of the River Thames in London, U.K. as a consequence of diverting sewage and waste water away from the Thames and directly to a water treatment facility.
INVESTING IN THE COMMUNITY
Thames Tideway Tunnel project leads the industry in demonstrating how a construction project should integrate into and deliver real benefits to adjacent communities. The project team are helping deliver their vision of 'Reconnecting London, and Londoners, with the River Thames' through supporting community activities in the Boroughs where works are to be delivered. Specific events have included education programmes, supporting of local clubs and societies and working in partnership with local schools and colleges.
A study has recently been carried out on INPP's Moray Schools project to identify how Elgin Academy can be further used to benefit the local community. A draft policy identities a first outcome for using the building to store 600 bicycles overnight for Ride the North, a two-day 175 mile cycling challenge that benefits local charities.
As part of a coordinated sustainability programme, schools in the Derby Schools portfolio have been supported by the project staff donating their time to carry out works to enhance the local community. To date, the programme has been used to improve the remembrance garden at Tupton School and creation of a sensory garden at Long Eaton School to support children with additional learning needs.
INPP continues to support the Community Partnerships Programme at the Royal Children's hospital, an investment in Australia. The key objectives of this programme include:
- providing partnerships and attractions that reflect the Royal Children's Hospital Melbourne standing as being one of the world's great childrens' hospitals
- bringing the Victorian community into the RCH and creating partnerships with iconic Victorian institutions; reinforcing the image of the Facility as uniquely Victorian
- supporting the 'pain free experience for children' through entertainment and distraction - creating a dynamic, wellness-promoting environment for patients, families and staff - integrating education outcomes with entertainment - incorporating evidence-based outcomes in developing the program of events and activities - activating the spaces within the new RCH, creating a living, breathing environment
The Community Partnerships Programme is being delivered as a result of the scheme design for RCH, which includes a range of internal and external spaces designed to accommodate the Community Partnerships Programme including performance, displays and activities. The vision behind this is to create an open environment for bringing a range of people and activities to the RCH.
At the heart of the Programme is the opportunity to bring people into the 'Street' and other public areas, creating a sense of community and stimulating interaction between patients, families and staff. The Street has seen a range of fun and interesting activities at the hospital, including:
- travelling exhibitions associated with major events, e.g. the Grand Prix and the Royal Agriculture Show
- visiting sports stars (international cricket and soccer teams, AFL, basketball and stars from the performing arts)
- live street entertainers including dragons celebrating Chinese New Year
In addition, INPP has developed wider relationships with third-party supporters to bring further variety to the hospital, including the Royal Melbourne Zoo, Scienceworks (Museum Victoria), Melbourne Aquarium; and Hoyts Bean Bag Cinema.
CORPORATE GOVERANCE
SUMMARY OF INVESTMENT POLICY
OVERVIEW
INPP invests in public or social infrastructure assets and related businesses located in the U.K., Australia, Europe, North America and other parts of the world where the risk profile meets the Company's risk and return requirements.
The Company has a long-term view and invests in operational and construction phase assets for the life of the asset or concession, unless there is a strategic rationale for earlier realisation. INPP seeks to enhance the capital value and the income derived from its investments to optimise returns for its investors. The Investment Policy is summarised below and available in full at www.internationalpublicpartnerships.com.
INVESTMENT PARAMETERS
Maintaining the performance of the existing portfolio is the Company's key focus. However, it will also seek attractive opportunities to expand its portfolio, including:
- Investments with characteristics similar to the existing portfolio
- Investments in other assets or concessions having a public or social infrastructure character with either availability, property rental or user paid payment mechanisms
- Investments in infrastructure assets or concessions characterised by high barriers to entry and expected to generate an attractive total rate of return over the life of the investment
PORTFOLIO COMPOSITION
The Company will, over the long term, maintain a spread of investments both geographically and across industry sectors in order to achieve a broad balance of risk in the Company's portfolio. It does not expect to invest in projects in non-OECD countries.
Asset allocation will depend on the maturity of the local infrastructure investment market, wider market conditions and the judgement of the Investment Adviser and the Board on the suitability of the investment from a risk and return perspective. The Company Overview on page 3 has details of the current composition of the investment portfolio.
INVESTMENT RESTRICTIONS
The Company's investment policy restricts it from making any investment of more than 20% of the total assets in any one investment in order to limit the risk of any one investment to the overall portfolio.
As a London Stock Exchange-listed Company, INPP is also subject to certain restrictions pursuant to the UKLA Listing Rules.
MANAGING CONFLICTS OF INTEREST
Further investments will continue to be sourced by the Investment Adviser, Amber Fund Management Limited. Some of these investments will have been originated and developed by, and in certain cases may be acquired from, members of the Amber Infrastructure Group.
The Company has established detailed procedures to deal with conflicts of interest that may arise and manage conduct in respect of any such acquisition. The Corporate Governance Report sets out more details on the conflicts management process.
Financial management
The Company may also make prudent use of leverage to enhance returns to investors, to finance the acquisition of investments in the short-term and to satisfy working capital requirements.
Under the Company's Articles, outstanding borrowings at the Company level, including any financial guarantees to support subscription obligations in relation to investments, are limited to 50% of the GAV of the Company's investments and cash balances. The Company has the ability to borrow in aggregate up to 66% of such GAV on a short-term basis (i.e. less than 365 days) if considered appropriate. Details of the Company's corporate debt facility can be found on page 21.
Changes to investment policy
Material changes to the investment policy summarised in this section may only be made by ordinary resolution of the shareholders in accordance with the U.K. Listing Rules.
CORPORATE GOVERANCE
BOARD OF DIRECTORS
The table below details all Directors of the Company at the date of this report.
BACKGROUND AND EXPERIENCE
------------------------------------- -------------------------------------------------------------------------------
Rupert Dorey(1) John Whittle(1) John Le John Stares(1) Claire Whittet(1) Giles Frost
Chairman Senior Poidevin(1) Chairman, Chairman,
Chairman, Independent Risk Management
Investment Director Sub-Committee Engagement
Committee Chairman, Chairman, Committee
Audit and Nomination
Risk Committee and Remuneration
Committee
----------------- ------------------ ------------------ ------------------ ------------------ -------------------
Aged 56 and Aged 61, Aged 46, Aged 65 and Aged 61 and Aged 54,
a resident John is a and a resident a resident a resident resident
of Guernsey, resident of Guernsey, of Guernsey of Guernsey, in the United
Rupert has of Guernsey. John has since 2001, Claire has Kingdom,
over 30 years John is a over 20 years John has nearly 40 Giles is
of experience Chartered of business over 40 years years experience a founder
in financial Accountant experience. business in the banking and Director
markets, and holds John is a experience. industry. of Amber
including the Institute Fellow of Before moving In 2003, and has worked
17 years of Directors the Institute to Guernsey, Claire joined in the
at CSFB where Diploma in of Chartered John worked Rothschild infrastructure
he specialised Company Accountants for 23 years Bank investments
in Direction. in England as a management International sector for
credit-related John holds and Wales consultant Limited as over 20 years.
products. non-executive and a former with Accenture a Director Giles qualified
Rupert's positions partner of where he and was latterly, as a solicitor
expertise on a number BDO LLP, held a wide Managing and partner
was principally of other where as variety of Director in the law
in the areas boards. Head of Consumer leadership and Co-Head firm Wilde
of debt John was Markets, roles. until May Sapte (now
distribution, previously he developed He currently 2016 when Dentons).
origination Finance Director an extensive holds she became Giles is
and trading, of Close breadth of non-executive a Non-Executive a Director
where he Fund Services, experience positions Director of Amber
held a number a large and knowledge on the boards of the bank. Infrastructure
of senior independent across the of several Claire was Group Holdings
positions fund leisure and other companies. previously Ltd, the
at CSFB, administrator. retail sectors John is a with Bank ultimate
including Prior to in the U.K. Fellow of of Scotland holding company
Fixed Income moving to and overseas. the Institute and was then of the Investment
Credit product Guernsey, John is a of Chartered Global Head Adviser to
coordinator John was non-executive Accountants of Private the Company
for European at Price director in England Client Credit and various
offices and Waterhouse on several and Wales, at Bank of of its
head of U.K. in London plc boards a member Bermuda. subsidiaries.
Credit and before embarking and chairs of the Worshipful Claire is
Rates Sales. on a career a number Company of a Non-Executive
Since 2005 in business of Audit Management Director
Rupert has services, Committees. Consultants, of another
been a predominantly and a Freeman four listed
Non-Executive telecoms. of the City funds, is
Director of London. a member
for a number of the Chartered
of Hedge Institute
Funds, Private of Bankers
Equity & in Scotland,
Infrastructure a member
Funds. of the Chartered
He is a member Insurance
of the Institute Institute,
of Directors. a Chartered
Banker, a
member of
the Institute
of Directors
and holds
the Institute
of Directors
Diploma in
Company
Direction.
DATE OF APPOINTMENT
----------------------------------------------------------------------------------------------------------------------
2 August 6 August 1 January 28 August 10 September 2 August
2006 2009 2016 2013 2012 2006
----------------- ------------------ ------------------ ------------------ ------------------ -------------------
1 All of the Independent Directors are members of all committees.
LISTED COMPANY AND OTHER RELEVANT DIRECTORSHIPS
----------------------------------------------------------------------------------------------------------------------
Rupert Dorey John Whittle John Le Poidevin John Stares Claire Whittet Giles Frost
AP Alternative Aberdeen BH Macro JT Group BH Macro Giles is Assets LP, Frontier Ltd (Chairman) Ltd also a Director AAA Guernsey Markets Investment Market Tech Terra Firma Eurocastle of a number Ltd Company Ltd Holdings (Guernsey-based Investment of the Company's Cinven Capital Globalworth Ltd entities) Ltd subsidiary Management Real Estate Safecharge Governor Riverstone and investment IV, V, VI Investments International of More House Energy Ltd holding entities Ltd, Ltd Group Ltd School TwentyFour and of other Cinven General GLI Finance Specialist New Philanthropy Select Monthly entities Partner Ltd, Ltd Investment Capital (Trustee) Income Fund in which Ltd India Capital Properties Ltd the Company NB Global Growth Fund Plc has an investment. Floating Ltd Stride Gaming He does not Rate Income Starwood plc receive directors' Fund Ltd European fees from M&G General Real Estate such roles Partner Inc, Finance Ltd for the Company. Episode LLP Toro Ltd & Episode Inc. Partners Group Global Opportunities Ltd Tetragon Financial Group Ltd /Tetragon Financial Group Master Fund Ltd ---------------- -------------------- ----------------- ------------------- ---------------- --------------------
CORPORATE GOVERANCE
CORPORATE GOVERNANCE REPORT
Introduction
The Board of Directors is committed to high standards of corporate governance and has put in place a framework for corporate governance which it believes is appropriate for an investment company that is a constituent of the FTSE250 Share Index.
The Board is responsible to shareholders for the overall management and oversight of the Company, for agreeing its strategy, monitoring its financial performance, and setting and monitoring its risk appetite.
This section describes how INPP is governed. It explains how the Board is organised and operates, including the roles and composition of each of its committees, and provides details on our Board members and how they are remunerated. As an investment company, the Company has no employees and relies on the advice and expertise of its key suppliers, notably its Investment Adviser, Amber Fund Management Limited. This section therefore also explains the nature of the Company's relationship with Amber, how this is managed including the remuneration of the Adviser.
Compliance with Corporate Governance Codes
All companies with a Premium Listing on the London Stock Exchange are required to confirm their compliance with (or explain departures from) the U.K. Corporate Governance Code issued in September 2014 (the 'U.K. Code'). This requirement applies regardless of where the Company is incorporated.
The Company is a member of the Association of Investment Companies (the 'AIC'). The Financial Reporting Council acknowledges that the AIC Corporate Governance Code issued in February 2015 (the 'AIC Code') can assist externally managed companies in meeting their obligations under the U.K. Code in areas that are of specific relevance to investment companies.
The Guernsey Financial Services Commission has also confirmed that companies that report against the U.K. Code or AIC Code are deemed to meet the Guernsey Code of Corporate Governance.
The AIC Code is available from the Association of Investment Companies website (www.theaic.co.uk). The U.K. Code is available from the Financial Reporting Council website (www.frc.co.uk).
The Company has complied throughout the year with all the provisions of the AIC Code and as such also meets the requirements of the U.K. Code. However, as an investment company, most of the Company's day-to-day responsibilities are delegated to third parties. The Company does not have any Executive Directors. The U.K. Code's two separate principles of setting out the responsibilities of the Chief Executive and disclosing the remuneration of executive directors (Section 12 - A.2 of the U.K. Code) are therefore not applicable.
Board and Committees
The Board sets the strategy for the Company and makes decisions on changes to the portfolio (including approvals of acquisitions, disposals and valuations). Through committees and the use of external independent advisers it manages risk and governance of the Company. The Board has a majority of Independent Directors - currently five of the six Directors are independent.
The Board of Directors
The Board of Directors currently consists of six Non-Executive Directors, whose biographies, on pages 43 to 44, demonstrate a breadth of investment and business experience.
The Board consists solely of Non-Executive Directors and is chaired by Mr Dorey, who is responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role. Mr Dorey met the independence criteria of the AIC Code and U.K. Code upon appointment and has continued to meet this condition throughout his term of service. Mr Whittle holds the role of Senior Independent Director. He is an alternative point of contact for shareholders and leads in matters where it is inappropriate for the Chairman to do so.
For the purposes of the AIC Code Mr Frost is treated as not being an Independent Director, due to his relationship with the Company's Investment Adviser. In accordance with the AIC Code all other non-executives are independent of the Company's Investment Adviser.
Board Tenure and Re-election
Directors do not have service contracts. Directors are appointed under letters of appointment, copies of which are available at the registered office of the Company. The Board considers its composition and succession planning on an ongoing basis.
With effect from 2017, all Directors have agreed to offer themselves for re-election on an annual basis.
In accordance with the AIC Code, when and if any Director has been in office (or on re-election would at the end of that term of office have been in office) for more than nine years the Company will consider further whether there is a risk that such a Director might reasonably be deemed to have lost independence through such long service.
Mr Dorey has been a Board member since August 2006 and in August 2015 had served as a Board member for over nine years. The Board is confident that Mr Dorey remains independent, by virtue of his behaviour and judgement which remains challenging and unbiased. He has agreed to offer himself for re-election on an annual basis since 2015.
Directors' Duties and Responsibilities
The Directors have adopted a set of Reserved Powers, which establish the key purpose of the Board and detail its major duties. These duties cover the following areas of responsibility:
- Statutory obligations and public disclosure - Approval of investment decisions - Strategic matters and financial reporting - Board composition and accountability to shareholders
- Risk assessment and management, including reporting, compliance, monitoring, governance and control
- Other matters having material effects on the Company
These reserved powers of the Board have been adopted by the Directors to demonstrate clearly the importance with which the Board takes its fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of its actions.
The Board monitors the Company's share price and NAV and regularly considers ways in which shareholder value may be enhanced. These may include implementing marketing and investor relations activities, appropriate management of share price premium/discount and the relative positioning and performance of the Company to its competitors. The Board is also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. The Company maintains appropriate Directors' and Officers' liability insurance in respect of legal action against its Directors on an ongoing basis and the Company has maintained appropriate cover throughout the period.
All new Directors receive introductory support and education about the infrastructure sector and the Company from the Investment Adviser on joining the Board and, in consultation with the Chairman all Directors are entitled to receive other relevant ongoing training as necessary.
Board Diversity
The Board is committed to maintaining the appropriate balance of skills, gender, knowledge and experience among its members to ensure strong leadership of the Company. When appointing Board members, its priority will always be based on merit, but will be influenced by the strong desire to maintain Board diversity. The Board has one female Director.
Board Remuneration
The Nomination and Remuneration Committee considers matters relating to the Directors' remuneration, taking into account benchmark information (including fees paid to directors of comparable companies, although such a review does not necessarily result in any changes to the fees paid) and based upon the amount of work performed by the Board members. In 2016 no advice or services were provided by any external persons in respect of its consideration of Directors' remuneration.
All fees payable to the Directors should reflect the time spent by the Directors on the Company's affairs and the responsibilities borne by the Directors and be sufficient to attract, retain and motivate Directors of a quality required to run the Company successfully. The Chairman of the Board is paid a higher fee in recognition of additional responsibilities, as is the Chairman of the Audit and Risk Committee. The Chairmen of the Nomination and Remuneration, Management Engagement, and Investment Committees respectively do not receive additional fees for these roles.
There are no long-term incentive schemes provided by the Company and no performance fees, or bonuses paid to Directors. Any changes to Directors remuneration are considered at the Annual General Meeting of the Company.
In November 2016, the Nomination and Remuneration Committee undertook a review of Board remuneration. The review took into account the remuneration of members of the peer group as well as the growth of the Company since the last review of remuneration in 2013 and the commensurate increases in the number of meetings required and workload generally. At the recommendation of the Nomination and Remuneration Committee, the Board resolved to increase remuneration. The changes to Board Remuneration are
POSITION PREVIOUS FROM 1 JANUARY 2017 Board Chairman GBP60,000 GBP67,500 Audit Committee Chairman GBP50,000 GBP55,000 Director (Independent and Non-Independent) GBP37,500/GBP32,000 GBP43,000 ------------------------- ------------------- -------------------
During the year, serving Directors were paid the following emoluments:
2016 FEES PAID 2015 FEES PAID/ACCRUED(1)
DIRECTOR GBP GBP
----------------- -------------- -------------------------
Rupert Dorey(2) 60,000 70,000
John Whittle(3) 50,000 60,000
Claire Whittet 37,500 47,500
John Stares 37,500 47,500
John Le Poidevin 37,500 -
Giles Frost(4) 32,000 42,000
----------------- -------------- -------------------------
1 Includes GBP10,000 fee payable to Board members with respect to the October 2015 Placing, Open Offer and Offer for Subscription and Placing Programme, paid in January 2016.
2 Mr Dorey became Chairman of the Board on 31 December 2013 for which he receives a higher fee.
3 Mr Whittle became Chairman of the Audit and Risk Committee on 31 December 2013 for which he receives a higher fee.
4 The emoluments for Mr Frost are paid to his employer Amber Infrastructure Limited, a related company of the Company's Investment Adviser.
Directors' Interests
Directors, who held office at 31 December 2016, had the following interests in the shares of the Company:
31 DECEMBER 2016 31 DECEMBER 2015
DIRECTOR NUMBER OF ORDINARY SHARES(1) NUMBER OF ORDINARY SHARES(1)
-------------------- ----------------------------- -----------------------------
Rupert Dorey(2) 793,687 793,687
John Whittle(3) 52,198 52,198
Claire Whittet(3) 52,257 50,000
John Stares 75,000 75,000
John Le Poidevin(4) - N/A
Giles Frost 513,274 448,745
-------------------- ----------------------------- -----------------------------
1 All shares are beneficially held.
2 Shares owned by Mr Dorey's spouse.
3 Holds shares through a Retirement Annuity Trust Scheme.
4 Mr Le Poidevin was appointed to the Board on 1 January 2016 and had no interests in the shares of the Company prior to his appointment.
There have been no changes to any of the above holdings between 31 December 2016 and the date of this report.
Mr Frost is also a Director of a number of other companies in which the Company directly or indirectly has an investment, although he does not control or receive remuneration in relation to these entities.
In December 2015, Mr Whittle was appointed as Director of all Luxembourg subsidiary entities of International Public Partnerships Limited. The appointment is effective from January 2016. Director fees of GBP3,000 per entity have been paid for the year ended 31 December 2016.
Committees of the Board
[Diagram can be found in PDF version of this document on the Company's website].
The Board has established four committees consisting of the independent Non-Executive Directors. The responsibilities of these Committees are described below. Terms of reference for each Committee have been approved by the Board and are available on the Company's website.
Audit and Risk Committee
The Audit and Risk Committee is comprised of the full Board, with the exception of Mr Frost as the Non-Independent Director.
Mr Whittle is Chairman of the Audit and Risk Committee and Mr Stares has lead responsibility for Risk within that committee. As a consequence, the Company Chairman is a member of the Audit and Risk Committee, which the Board believes is appropriate as Mr Dorey brings significant independent expertise in investment trusts and finance for the benefit of that Committee.
The duties of the Audit and Risk Committee in discharging its responsibilities are outlined in the Audit and Risk Committee Report.
In respect of its risk management function, the Audit and Risk Committee is also responsible for reviewing the Company's risk management framework including the acquisition and disposal of assets, the valuation of assets and ensuring that the risk management function of the Investment Adviser, Administrator and other third party service providers are adequate and to seek assurance of the same.
The Audit and Risk Committee were satisfied that the key risks that could impact the Company and its investments were effectively mitigated and reported upon and were broadly in line with those of the Company's more relevant industry peers.
Management Engagement Committee
The Management Engagement Committee is comprised of the full Board, with the exception of Mr Frost as the Non-Independent Director, and is chaired by Mrs Whittet. The duties of the Management Engagement Committee in discharging its responsibilities are outlined in the diagram on page 48.
The Management Engagement Committee carries out its review of the Company's advisers through consideration of a number of objective and subjective criteria and through a review of the terms and conditions of the advisers' appointments; with the aim of evaluating performance, identifying any weaknesses and ensuring value for money for the Company's shareholders.
During the year, the Management Engagement Committee formally reviewed the performance of the Investment Adviser and other key service providers to the Company and no material weaknesses were identified. Overall the Committee confirmed its satisfaction with the services and advice received.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is comprised of the full Board, with the exception of Mr Frost as the Non-Independent Director, and is chaired by Mr Stares.
The Committee is formally charged by the Board to consider the structure, size, remuneration and composition of the Board. It also oversees the appointment and re-appointment of Directors, taking into account the expertise of the candidates and their independence (see page 48 for more detail on the Committee).
As part of its ongoing remit, the Nomination and Remuneration Committee undertook an evaluation of the performance of the Board and Chairman. Each Director was asked to provide written feedback regarding the performance of the Board as a whole and the Chairman, set against a range of best practice corporate governance criteria. A report of this feedback was considered by the Nomination and Remuneration Committee. No material issues were identified by the Directors regarding the performance of the Board and Chairman. The Board notes that in accordance with the Corporate Governance Code for FTSE 350 companies, the Company undertakes externally facilitated evaluation every three years. The last external evaluation was undertaken in 2014 and the Board have agreed that an external review will be carried out in 2017.
Ahead of the anticipated changes in chairmanship role of the existing Board following Mr Dorey's retirement as Chairman at the 2018 AGM, the Board also discussed succession planning.
Investment Committee
The Investment Committee is comprised of the full Board, with the exception of Mr Frost as the Non-Independent Director, and is chaired by Mr Dorey, as Chairman of the Company. The Committee considers proposals relating to the acquisition and disposal of investments and, if thought fit, approve those proposals. Details of the transactions invested in during the period are outlined on page 15 of the Strategic Report.
Board and Committee Meeting Attendance
The full Board meets at least four times per year and in addition there is regular contact between the Board, the Investment Adviser, the Administrator and the Company Secretary. The agenda and supporting papers are distributed in advance of quarterly Board and Committee meetings to allow time for appropriate review and to facilitate full discussion at the meetings.
The table below lists Directors' attendance at Board and Committee meetings during the year, to the date of this report.
MANAGEMENT REMUNERATION
QUARTERLY AD-HOC AUDIT AND ENGAGEMENT INVESTMENT AND NOMINATION
DIRECTORS BOARD BOARD RISK COMMITTEE COMMITTEE COMMITTEE COMMITTEE
------------------ ---------- ------- ---------------- ------------ ----------- ----------------
Maximum number 4 7 5 2 6 2
------------------ ---------- ------- ---------------- ------------ ----------- ----------------
Rupert Dorey 4 6 5 2 6 2
John Le Poidevin 4 6 5 2 6 2
Giles Frost(1) 4 N/A N/A N/A N/A N/A
John Stares 4 4 5 2 4 2
John Whittle 4 5 5 2 6 2
Claire Whittet 4 5 5 2 6 2
------------------ ---------- ------- ---------------- ------------ ----------- ----------------
1 Mr Frost is not a member of the Audit and Risk Committee, Management Engagement Committee or Investment Committee. While Mr Frost attended the majority of Ad-hoc Board and Committee meetings, as these meetings considered recommendations from the Investment Adviser his presence does not count towards the quorum so has been excluded from this tally.
Relationship with Administrator and Company Secretary
Heritage International Fund Managers Limited acts as Administrator and Company Secretary, and is responsible to the Board under the terms of the Administration Agreement. The Administrator is also responsible for ensuring compliance with Guernsey Company Law, London Stock Exchange listing requirements, the regulatory requirements of the Guernsey Financial Services Commission, anti-money laundering regulations and observation of the Reserved Powers of the Board and in this respect the Board receives detailed quarterly reports.
The Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that it adheres to applicable legislation, rules and regulations under Guernsey Law, the Guernsey Financial Services Commission and the London Stock Exchange.
Relationship with the Investment Adviser
The Directors are responsible for the overall management and direction of the affairs of the Company. Under the Investment Advisory Agreement ('IAA'), Amber Fund Management Limited (a member of the Amber Infrastructure Group Holdings Limited group of companies) acts as Investment Adviser to the Company to review and monitor investments and to advise the Company in relation to strategic management of the investment portfolio.
Contractual arrangements and fees
The IAA allows for the provision of investment advisory and certain other financial services to the Board. In return, the Investment Adviser receives fees based on the Gross Asset Value ('GAV') and composition of the investment portfolio as well as a contribution to expenses. The annual base fees are detailed in note [17] to the financial statements and calculated at the following rates:
- 1.2% for that part of the portfolio that bears construction risk (i.e. the asset has not fully completed all construction stages including any relevant defects period and achieved certification by the relevant counterparty and senior lender)
- For fully operational assets: > 1.2% for the first GBP750 million of GAV of the portfolio
> 1.0% for that part of the portfolio that exceeds GBP750 million in GAV but is less than GBP1.5 billion
> 0.9% for that part of the portfolio that exceeds GBP1.5 billion in GAV
In addition, GAV excludes uncommitted cash from capital raisings.
The Company has a long-standing relationship with the Investment Adviser and the Board believes that the continuation of this relationship, on a long-term basis, is in the Company's best interest. The current Investment Advisory Agreement ('IAA') was renegotiated in 2013 and has a ten-year fixed term with a five-year notice period. The Board considers that, given the long-term nature of the Company's investments, its responsibility for the detailed day-to-day delivery of management services and relationships with public sector clients, it is important that it benefits from the continuity of service provided by a long-term advisory partner. In order to ensure that shareholder interests are protected, termination provisions have been put in place to ensure that, in the event of poor investment performance, the Company has the flexibility to remove the Investment Adviser.
The Investment Adviser is also entitled to receive an asset origination fee of 1.5% of the value of new investments acquired by the Group. It should be noted that, generally, the Investment Adviser bears the risk of abortive transaction origination costs and that this fee has been waived or reduced by agreement in the past where it has been deemed appropriate to do so for the transaction in question. Certain discretionary fees that were previously included in the IAA had not in fact been paid to the Investment Adviser. Such equity raising and disposal fees were formally removed from the IAA in October 2015.
Cash receipts from capital raisings and tap issuances are not included in the GAV for the purposes of the calculation of base fees until such receipts are invested for the first time.
Making New Investments
As outlined above, the Investment Committee, comprised of independent Directors of the Company, make investment decisions with respect to new investments after reviewing recommendations made by the Company's Investment Adviser. The Investment Adviser has a detailed set of procedures and approval processes in relation to the recommendation of new investments to the Board.
It is expected that further investments will be sourced by the Investment Adviser. It is likely that some of these investments will have been originated and developed by, and in certain cases may be acquired from, other members of the Investment Adviser's Group. Where that is the case the conflicts management process summarised below is followed.
Managing Conflicts of Interest
The Company has established detailed procedures to deal with conflicts of interest that may arise on investments acquired from the Investment Adviser's Group, and manage conduct in respect of any such acquisitions. As previously mentioned, the Company's Board has a majority of independent members and a Chairman who is independent of the Investment Adviser. Each Director is required to inform the Board of any potential or actual conflicts of interest prior to Board discussions.
The potential conflicts of interest that may arise include when an Amber entity is an existing investor in the target entity while an associated company, AFML, acts on the 'buyside' as Investment Adviser to the Company. The Investment Advisory Agreement contains procedures with the intention of ensuring that the terms on which the vendors of such assets dispose of their assets are fair and reasonable to the vendors; and on the 'buyside' the Company as Investment Adviser must be satisfied as to the appropriateness of the terms for and the price of the acquisition.
Key features of these procedures include:
- The creation of separate committees representing the interests of the vendors on the one hand (the 'Sellside Committee') and the Company on the other (the 'Buyside Committee'), to ensure arm's length recommendation and approval processes. The membership of each committee is restricted in such a way as to ensure its independence and to minimise conflicts of interest arising
- A requirement for the Buyside Committee to conduct and report to the Company on an independent due diligence process on the assets proposed to be acquired prior to making an offer
- A requirement for any offer made for the assets to be supported by advice on the fair market value for the transaction from an independent expert
- The establishment of 'information barriers' between the Buyside and Sellside Committees to ensure information is kept confidential to one or the other side
- The provision of a 'release letter' to each employee of the relevant associate of the Investment Adviser, who is a member of the Buyside and Sellside Committees. The release letter confirms that the employee shall be treated as not being bound by his/her duties as an employee to the extent that such duties conflict with any actions or decisions which are in the employee's reasonable opinion necessary for him/her to carry out as a member of the Buyside Committee or Sellside Committee
- Individuals with material direct or indirect economic interests in the relevant assets will not participate in Buyside Committee and Sellside Committee discussions regarding the relevant assets
- A requirement that the financial statements, policies and records of any such asset offered to the Company be compliant with the Company's accounting policies and procedures
The acquisition of all assets, including those from any associate of the Investment Adviser is considered and approved in advance by the Investment Committee. In considering any such acquisition, the Committee will, as it deems necessary, review and ask questions of the Buyside Committee of the Investment Adviser and the Group's other advisers and the acquisition will be approved by the Committee on the basis of this advice. The purpose of these procedures is to ensure that the terms upon which any investment is acquired from a member of the Amber group is on an arm's length basis.
Risk Management and Internal Controls
The Board is responsible for overall risk management with delegation provided to the Audit and Risk Committee. The system of risk management and internal control has been designed to manage, rather than eliminate, the risk of failure to meet the business objectives. Regard is given to the materiality of relevant risks and therefore the system of internal control cannot provide absolute assurance against material misstatement or loss.
This process is outlined in further detail in the Risk Report found on pages 29 to 37.
Relations with Shareholders
The Board welcomes shareholders' views and places great importance on communication with shareholders. It has responsibility for communication with the investor base and is directly involved in major communications and announcements.
The Board receives regular reports on the views of shareholders and the Chairman and other Directors, including the Chairman of the Remuneration and Nomination Committee, are available to meet shareholders as required.
In addition to more formal investor events, such as Results Presentations, the Investment Adviser conducts the day-to-day investor relations activities for the Company. It meets with major shareholders on a regular basis and reports to the Board on these meetings. During 2016, the Investment Adviser and members of the Board held formal meetings with over 100 individual shareholders in addition to day-to-day interaction, including calls and other forms of correspondence. The Board is also informed on a regular basis of all relevant market commentary on the Company by the Investment Adviser, Administrator and the Company's Broker.
The Annual General Meeting ('AGM') of the Company provides a forum for shareholders to meet and discuss issues with the Directors and with the Investment Adviser of the Company. It is the Board's policy to publish the results of the voting at the AGM via RNS at the completion of the meeting.
To promote a clear understanding of the Company, its objectives and financial results, the Board aims to ensure that information relating to the Company is disclosed in a timely manner. The Company has an investor relations section on its website (www.internationalpublicpartnerships.com) where it makes available all its publicly disclosed documents including Annual Reports and RNS announcements, together with additional background information on its assets and corporate practices. Investors can register to receive notification (via email) of RNS announcements the Company issues. The Board encourages investors to utilise this useful online resource.
Any shareholder issues of concern including on corporate governance or strategy can be addressed in writing to the Company at its registered office address (see back cover).
AUDIT AND RISK COMMITTEE REPORT
The Audit and Risk Committee (the 'Committee' for the purposes of this report) is an essential part of the Company's governance framework. The Board has delegated oversight of the Company's financial reporting, internal controls, compliance and external audit to the Committee. An overview of the Committee's work during the year and details of how we have discharged our duties is set out below.
The terms of reference for the Committee, together with details of the standard business considered by the Committee, have been approved by the Board and are available on the Company's website.
Committee Meetings
Our Committee meetings during the year were attended by the Investment Adviser and Administrator by invitation. A representative of the Company's external Auditor, Ernst and Young LLP ('EY'), also attended those meetings considering financial reporting planning, the Annual Report and financial statements, and the half-yearly financial report.
All Committee members are considered to be appropriately experienced to fulfil their role, having significant, recent and relevant financial experience in line with the AIC Code. Biographies of the Committee members can be found on pages 43 to 44.
Committee Agenda
The Committee's agenda during the year included:
- Review of the Annual Report and financial statements and half-yearly financial report and matters raised by management and external auditors (including significant financial reporting judgements therein)
- Review of the appropriateness of the Company's accounting policies
- Consideration and challenge of the draft valuation of the Company's investments prepared by the Investment Adviser and recommendations made to the Board on the appropriateness of the valuation
- Review of the effectiveness of the Company's internal control systems, including specific focus on cybersecurity and asset availability reviews in the year
- Review of the Company's risk profile, specific risks and mitigation practices
- Review of the effectiveness, objectivity and independence of the external auditors and the terms of engagement, cost effectiveness and the scope of the audit
- Approving the external auditor's plan for the current year end - Review of the policy on the provision of non-audit services by the external auditor - Review of the regulatory environment the Company operates within
Key activities considered during the year
The Committee undertook the following activities in discharging our responsibilities during the year:
Financial Reporting
We reviewed the Company's Annual Report and financial statements, the half-yearly financial report and interim management reports prior to approval by the Board and advised the Board with respect to meeting the Company's financial reporting obligations. We reviewed the Company's accounting policies and practices, including: approval of critical accounting policies; consideration of the appropriateness of significant judgements and estimates; and advising the Board as to their views on whether the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable.
We considered the most significant accounting judgements exercised in preparing the financial statements continued to be: the application of investment entity amendments as required by IFRS 10 (Applying the Consolidation Exemption); and the basis for determining the fair value of the Company's investments as detailed below.
Investment entity and service entities accounting considerations
A company that qualifies as an investment entity in accordance with IFRS 10 is required to prepare financial statements on an investment basis; carry underlying investments (including controlled, jointly controlled or entities over which it has significant influence) in its accounts at fair value.
Service entities that provide services in connection with the investment entity's activities but that are not themselves investment entities under IFRS 10 continue to be consolidated within the investment entity's group accounts rather than accounted for at fair value.
We considered reports from the Investment Adviser setting out the basis on which the Company continues to meet the investment entity definition and certain subsidiary entities continue to meet the service entity definition of IFRS 10 (but are not themselves investment entities), and agreed this with the Company's Auditors. We accordingly recommended that the Board approve the financial statements on this basis (i.e. that investment entities are accounted for at fair value and service entities are consolidated). Further details on the application of investment entity amendments and service entity considerations are detailed in note 1 to the financial statements.
Fair Value of Investments
The Company's investments are typically in unlisted securities, hence market prices for such investments are not typically readily available. Instead the Company uses a discounted cash flow methodology and benchmarks to market comparables to derive the Directors' valuation of investments.
This methodology requires a series of judgements to be made as explained in note 11 to the financial statements.
The valuation process and methodology were discussed with the Investment Adviser regularly during the year and with the Auditor as part of the year-end audit planning and interim review processes. We challenged the Investment Adviser on the year-end fair value of investments as part of our consideration of the audited financial statements.
During the period, we reviewed the Investment Adviser's quarterly valuation reports, reports on the performance of the underlying assets and the Investment Adviser's assessment of macroeconomic assumptions. The Investment Adviser confirmed that the valuation methodology has been applied consistently with prior years. We also reviewed and challenged the valuation assumptions (discount rates, interest rates, foreign exchange rates, inflation rates and tax rates).
The external Auditor explained the results of their review of the valuations, including their assessment of management's underlying cash flow projections and assumptions; macroeconomic assumptions; and discount rate methodology and output. On the basis of their audit work the Auditor confirmed no material adjustments were proposed.
As the valuation of investments is one of the most significant areas of judgement for the Company, during the year two members of the Committee met with the audit and EY valuation specialists to focus on this aspect of their audit work. This was a productive meeting examining the methods and processes applied in their valuation reviews and we left reassured by the holistic, detailed and independent methodology being adopted.
The Committee, having considered the major assumptions applied especially on larger investments, recommended their appropriateness to the Board.
Revenue Recognition
We have considered the risk of inappropriate accounting recognition of revenue to be a relatively low risk given the nature of the Company's activities.
Internal Controls over Financial Reporting
The Committee satisfied itself that the system of internal control and compliance over financial reporting was effective, through consideration of regular reports from the Investment Adviser and Administrator.
We also considered the adequacy of resources, qualifications and experience of staff in the finance function and had direct access and independent discussions with the external Auditor during the course of the year.
Fair, Balanced and Understandable
Following extensive dialogue with management, we reviewed the Company's 2016 Annual Report and financial statements. We advised the Board that, in our opinion, the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary to assess the Company's performance, operating model and strategy.
Cybersecurity Review
As part of the Company's rolling annual controls and processes review, an independent assessment of Company's exposure to cybersecurity was completed in 2016. The security protocols and controls in place were found to be fit for purpose for the Company. We have requested service providers keep us informed of actions taken based on further improvements proposed as part of the review. We have also added Cybersecurity reporting to our regular risk review process.
Asset Availability Review
It was agreed that the Company's annual controls and processes review for the forthcoming year will focus on asset availability reporting. We consider this an important non-financial KPI for a number of our investments with consequential implications on returns if such assets become unavailable for public use. The review is being scoped to ensure sufficient controls are operating in relation to the accurate capture and reporting of such information.
Viability Assessment
We carried out a robust assessment of the principal risks facing the Company with a view to identify risks which may impact the Company's viability. Detailed stress tests, including impact assessment on the Company's forecasted cash flows, showed significant resilience in the Company's ability to remain viable. The results of the risk assessment process are detailed in the Viability Statement on page 37.
External Auditor
We recommended to the Board the scope and terms of engagement of the external Auditor. We considered Auditor objectivity and independence, audit tenure and audit tendering and Auditor effectiveness as detailed below:
Objectivity and independence
In assessing the objectivity of the auditor, we considered the terms under which the external auditor may be appointed to perform non-audit services. Work expected to be completed by an external auditor includes formal reporting for shareholders, regulatory assurance reports and work in connection with new investments.
Under the policy there is a specific list of services for which the external auditor cannot be engaged, as we consider that the provision of such services would impact their independence. Any potential services to be provided by the external auditor with an expected value of up to GBP50,000, and which are not prohibited by the policy, must be pre-approved by the Chairman of the Committee; any services above this value require pre-approval by the full Audit and Risk Committee. Non-audit fees represented 12% of total audit fees.
EY undertook its standard independence and objectivity procedures in relation to non-audit engagements and confirmed compliance with these to the Committee. Further details on the amounts of non-audit fees paid to EY are set out in note 7 to the financial statements. These were reported to us and were considered not to be significant as to risk impacting the objectivity and independence of EY external Auditors.
Audit Tendering and tenure
The Committee considers the reappointment of the external auditor, including rotation of the audit partner. The external auditor is required to rotate the audit partner responsible for the Group audit every five years and the year to 31 December 2016 will be the first year for the current lead audit partner. We have challenged EY on its process for transitioning key current audit team members reaching the end of their rotation terms and are satisfied with progress to date and with the level of continuity of other key audit team members.
In October 2010, the Company put out to full tender the audits of the group and its controlled investee entities. In addition to complying with good practice and satisfying new corporate governance requirements, the tender enabled the Board to benchmark competitiveness and value for money. Following the tender, EY was appointed auditor of the Company. In line with the new auditor rotation requirements for listed companies, the next full tender is expected to commence by 2020.
Review of Auditor effectiveness
As part of our annual review of the objectivity and effectiveness of the audit, the Committee conducted an in-depth review in 2016 of the auditor's performance and we were satisfied with the auditors' performance in this regard. This was facilitated through the completion of a questionnaire by relevant stakeholders (including members of the Committee and senior members of the Investment Adviser's finance team), review and challenge of the audit plan for consistency with the Company's financial statement risks, and review of the audit findings report. There were no significant matters arising which require the service to be immediately retendered.
During the year, we also continued to review the competitiveness and performance of the auditor across the broader controlled Group. As a result of a benchmarking exercise for a particular entity in the underlying portfolio, KPMG LLP was appointed as the auditor of this portfolio entity.
In accordance with the relevant Corporate Governance Code principles, the Committee will continue to review the effectiveness of the external auditor and seek to retender in line with best practice.
During the year, the FRC's Audit Quality Review ('AQR') team reviewed the audit of the Company's 2015 financial statements. No significant issues were raised. The FRC report was reviewed by the Committee and the findings in the report, along with the proposed responses in the 2016 audit plan, have been discussed with the auditor.
Review of Auditor's remuneration
The Committee carried out a review of the proposed audit fees for 2016. There was an increase at Group level, driven by changes to scope of work being carried out and general cost inflation. This was partially mitigated through reductions in fees through changes to scope of work being carried out for underlying unconsolidated investee entities. We consider the audit fees for 2016 are cost-effective and present good value for money for the Company's shareholders.
Regulatory and Tax Environment
We received regular reports from the administrator and Investment Adviser on regulation and regulatory developments.
Base Erosion & Profit Shifting ('BEPS')
We continue to monitor the developments around the OECD-led BEPS initiative across our geographies. In the U.K., the Finance (No.2) Bill 2016-17, incorporating legislation around corporate interest deductibility into law, was issued in March 2017 and is expected to become effective from April 2017.
Group losses carried forward
In the U.K., proposed legislation to restrict the availability of carried forward losses was released in 2016. The Finance (No.2) Bill 2016-17, incorporating this legislation into law, was issued in March 2017 and is expected to become effective from April 2017.
Common Reporting Standard
All qualifying entities are now required to comply with the requirements of the Common Reporting Standard ('CRS'). The Company through its registrar (Capita) has implemented appropriate systems and procedures for compliance with these regulations. CRS reporting for the end of 2016 is on course to be submitted by June 2017.
Tax Strategy reporting
Legislation requiring large businesses to publish a Tax Strategy document became effective from 1 January 2017. The Company is not currently required to comply with this legislation, however it intends to publish its Tax Strategy document during 2017 and will continue to monitor compliance going forward.
Retail distribution of unregulated collective investment schemes
Financial Conduct Authority ('FCA') rules came into force on 1 January 2014 relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes came into effect. The Company continues to confirm its shares qualify as an 'excluded security' under these rules and will therefore be excluded from the FCA's restrictions, which apply to non-mainstream pooled investment products. As such, the Company's shares can continue to be recommended by independent financial advisers ('IFAs') to ordinary retail investors in accordance with the FCA's rules.
The Company is advised that the basis of being excluded from these restrictions is principally due to the Company conducting its affairs in such a manner that it would have qualified for approval by HMRC as an investment that had been resident in the U.K. in its previous accounting periods. The Company intends to conduct its affairs so that this remains the case for the foreseeable future.
Focus for 2017
As highlighted above, alongside routine matters, the Committee will progress this year with an independent review of the Company's internal controls and procedures in relation to availability reporting and track the impact from the implementation forthcoming tax and regulatory legislation.
John Whittle
Chairman, Audit and Risk Committee
29 March 2017
DIRECTORS' REPORT
Introduction
The Directors present their Annual Report on the performance of the Company and Group for the year ended 31 December 2016.
Principal Activity
The Company is a limited liability, Guernsey-incorporated, authorised closed-ended investment company under Companies (Guernsey) Law, 2008. The Company's shares have a premium listing on the Official List of the U.K. Listing Authority and are traded on the main market of the London Stock Exchange.
The Chairman's Letter and Strategic Report contain a review of the business during the year. A Corporate Governance Report is provided on pages 45 to 52.
Directors' Indemnities
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors, which were made during the period and remain in force at the date of this report.
Substantial Shareholdings
As at 31 December 2016, the Company had been notified, in accordance with chapter five of the Disclosure and Transparency Rules, of the following interests in 5% or more of the Company's Ordinary Shares to which voting rights are attached:
NO. OF ORDINARY
NAME OF HOLDER % ISSUED CAPITAL SHARES DATE NOTIFIED
------------------------------ ----------------- ---------------- --------------
22 August
Schroder plc 14.995% 161,383,819 2016
Investec Wealth & Investment
Limited Ltd 9.99% 98,983,886 26 May 2016
Newton Investment Management
Ltd 5.17% 51,312,332 28 June 2016
------------------------------ ----------------- ---------------- --------------
As at 29 March 2017, being the most current information available, the following additional notices had been received:
NO. OF ORDINARY
NAME OF HOLDER % ISSUED CAPITAL SHARES DATE NOTIFIED
------------------------------ ----------------- ---------------- --------------
Investec Wealth & Investment 12 January
Limited Ltd 10.00% 112,765,447 2017
------------------------------ ----------------- ---------------- --------------
Directors' Authority to Buy Back Shares and Treasury Shares
The Company did not purchase any shares for treasury or cancellation during the year.
The current authority of the Company to make market purchases of up to 14.99% of the issued Ordinary Share Capital expires on 7 June 2017. The Company will seek to renew such authority at the Annual General Meeting to take place on 7 June 2017. Any buyback of Ordinary Shares will be made subject to Guernsey law and within any guidelines established from time to time by the Board and the making and timing of any buy backs will be at the absolute discretion of the Board.
Purchases of Ordinary Shares will only be made through the market at prices below the prevailing NAV of the Ordinary Shares (as last calculated) where the Directors believe such purchases will enhance shareholder value. Such purchases will also only be made in accordance with the Listing Rules of the U.K. Listing Authority, which provide that the price to be paid must not be more than 5% above the average of the middle market quotations for the Ordinary Shares for the five business days before the shares are purchased (unless previously advised to shareholders). No such shares were bought back by the Company in the period from 2 June 2016. Up to 10% of the Company's shares may be held as treasury shares.
Going Concern
The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on pages 9 to 28. The financial position of the Group, its cash flows, liquidity position and borrowing are described in the financial statements from page 65.
The Directors have considered significant areas of possible financial risk and comprehensive financial forecasts have been prepared and submitted to the Board for review. The Directors have, based on the information contained in these forecasts and the assessment of the committed banking facilities in place, formed a judgement, at the time of approving the financial statements, that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future.
After consideration, the Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements.
Director Declaration
Each person who is a Director at the date of approval of this Annual Report confirms that:
So far as the Director is aware, there is no relevant audit information of which the Company's external auditor is unaware.
Each Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 249 of the Companies (Guernsey) Law, 2008.
By order of the Board
Rupert Dorey John Whittle
Chairman Senior Independent
Director
29 March 2017 29 March 2017
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing financial statements for each year which give a true and fair view, in accordance with applicable Guernsey law and International Financial Reporting Standards ('IFRS') as adopted by the European Union, of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing those financial statements, the Directors are required to:
- Select suitable accounting policies and then apply them consistently - Make judgements and estimates that are reasonable
- State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements
- Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time, the financial position of the Group and to enable them to ensure that the financial statements comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud, error and non-compliance with law and regulations.
The maintenance and integrity of the Company's website is the responsibility of the Directors; the work carried out by the auditor does not involve considerations of these matters and, accordingly, the auditor accepts no responsibility for any change that may have occurred to the financial statements since they were initially presented on the website. Legislation in Guernsey governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors' in respect of the Consolidated Annual Report and Financial Statements
The Directors each confirm to the best of their knowledge that:
- The Consolidated Financial Statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and net return of the Group
- The Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties faced.
Directors' Statement under the U.K. Corporate Governance Code
The Board, as advised by the Audit and Risk Committee, has considered the Annual Report and financial statements and, taken as a whole, consider them to be fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
By order of the Board
Rupert Dorey John Whittle
Chairman Senior Independent
Director
29 March 2017 29 March 2017
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
Opinion on financial statements
In our opinion the Group financial statements:
- Give a true and fair view of the state of the group's affairs as at 31 December 2016 and of its profit for the year then ended;
- Have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and
- Have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
What we have audited
International Public Partnerships Limited ("the Group") financial statements comprise:
- Consolidated statement of comprehensive income for the year ended 31 December 2016; - Consolidated statement of balance sheet as at 31 December 2016; - Consolidated statement of changes in equity for the year ended 31 December 2016; - Consolidated statement of cash flows for the year ended 31 December 2016; and - Related notes 1 to 21 to the consolidated financial statements.
The financial reporting framework that has been applied in their preparation is applicable law and IFRS as adopted by the European Union.
Overview of our audit approach
Risks of material
misstatement * Misstatement or manipulation of investment fair value
* Revenue recognition
------------------ --------------------------------------------------------------
Audit scope
* We performed an audit of the Group for the year ended
31 December 2016
* The Company has determined that it is an investment
entity under the requirements of IFRS10 amendments
for Investment Entities (IFRS 10 amendments) and
therefore only consolidates service entities as
explained in note 2 of the financial statements.
Service entities are audited to Group materiality
threshold.
* All of the Group audits, including the consolidated
service entities, were performed by the group audit
team
------------------ --------------------------------------------------------------
Materiality
* Overall Group materiality of GBP16million which
represents 1% of Equity.
------------------ --------------------------------------------------------------
Our assessment of risk of material misstatement
We identified the risks of material misstatement described below as those that had the greatest effect on our overall audit strategy, the allocation of resources in the audit and the direction of the efforts of the audit team. In addressing these risks, we have performed the procedures below which were designed in the context of the financial statements as a whole and, consequently, we do not express any opinion on these individual areas.
Risk Misstatement or manipulation of investment fair value
GBP1,515 million (2015: 1,201 million)
Investments comprise a portfolio of assets measured at
fair value through profit or loss. The fair values of
these investments are determined using the income approach
which discounts the expected cash flows at a rate appropriate
to the risk profile of each investment. In determining
the discount rate, the relevant long-term government bond
yields, specific investment risks and the evidence of
recent transactions are considered. Details of the valuation
process and key sensitivities are provided in note 11
of the financial statements and are discussed in the report
of the Audit Committee on page 54.
The valuation risk includes the risk of an inappropriate
valuation model being applied including the risk of manipulation
or error in both the assumptions applied and the amount
and timing of expected cash flows.
----------------- ----------------------------------------------------------------------
Our response We have tested the effectiveness of controls in operation
to the risk over the investment acquisitions, forecasting cashflows,
distributions and model integrity and we have placed reliance
on control over these processes.
We selected a sample of investments to provide coverage
over the key geographies the Group operates in and to
address significant variable cashflow risk and performed
the following procedures:
Valuation assumption: We have been supported in our testing
of macro economic inputs and discount rates inputs by
specialists from our EY Valuation & Business Modelling
team (EYVBM). We engaged EY valuation specialists to assess
the other assumptions used to determine the underlying
variable cash flows, such as passenger numbers, rolling
stock releasing assumptions, or are subject to complex
regulation all of which require significant judgement.
The assessment was based on a combination of market data
and experience of valuing other similar investments
Model integrity: We engaged our EY financial modelling
specialists to sample test the following:
* the year on year changes to the logical operation for
a sample of financial models and
* management controls including management's use of
third party audits of the initial model and analysis
of yields.
Model inputs: We agreed a sample of contractual cashflows
to contractual terms and actual cashflows. We engaged
KPMG to perform this work for a part of our sample. We
engaged EY valuation specialists to assess other demand
based cashflows based on their experience in the market
place.which require significant judgement.
For all other investments we performed the following procedures:
* We tested historical accuracy of forecasting by
comparing the historical forecast distributions from
the projects to the actual distributions
* We developed our own expectations for changes in
investment fair values.
* For each investment fair value movement not in line
with our expectation we obtained and corroborated
reasons for the difference.
Consistency of assumptions: We tested that material macro-economic
assumptions (discount rates, inflation rates, foreign
exchange rates, deposit rates and tax rates) were applied
consistently to each investment.
----------------- --------------------------------------------------------------------
What we We confirmed that there were no material matters arising
concluded from our audit work on the valuation assumptions, model
to the Audit itegrity or model inputs that we wished to bring to the
Committee attention of the audit committee.
We confirmed that the valuation of the investments was
not materially misstated and was in line with IFRSs as
adopted by the European Union
----------------- --------------------------------------------------------------------
Risk Revenue Recognition
Notwithstanding there is no revenue reported, we treat
dividend and interest income as 'revenue' and as it is
material we have considered 'revenue recognition ' as
a significant risk.
Management may seek to overstate revenue as a result of
seeking to report the desired level of return to investors.
----------------- --------------------------------------------------------------------
Our response We updated our understanding of the Group's processes
to the risk and policies for revenue recognition including our understanding
of the systems and controls implemented;
We agreed a sample of dividend and interest receipts to
documentation from unconsolidated subsidiaries and we
checked the calculation of interest amounts and the allocation
thereof to the appropriate period. We have performed cut
off and completeness testing to conclude on accuracy.
----------------- --------------------------------------------------------------------
Key Observations We confirmed that there were no matters identified during
communicated our audit work that we wanted to bring to the attention
to the Audit of the audit committee.
Committee
----------------- --------------------------------------------------------------------
The scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Group. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Group and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed.
The Group consists of the Company consolidated service entities as explained in note 2 of the financial statements.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.
Materiality
Materiality is the magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be GBP16million (2015: GBP12.9million), which is 1% (2015: 1%) of equity. We believe that total equity provides us with an appropriate basis for audit materiality as net asset value is a key published performance measure and is a key metric used by management in assessing and reporting on the overall performance of the Group.
During the course of our audit, we reassessed initial materiality and noted that total equity had increased from approx. GBP1.4billion at 30 June 2016 to GBP1.6billion as at 31 December 2016 mainly due to capital raise in July and December 2016. This resulted in a higher materiality of GBP16million compared to GBP13.7million that was originally determined at the audit planning stage.
A lower materiality of GBP2.2million (2015: GBP2.9million) has been applied to Interest income, Dividend income and Management costs to be responsive to the expectations of the users of the financial statements with regard to misstatements in these balances of a lesser amount than the Group materiality.
Performance materiality
'Performance materiality' is the application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the Group's overall control environment, our judgement was that overall performance materiality (i.e., our tolerance for misstatement in an individual account or balance) for the Group should be 50% of materiality, namely GBP8million (2015: 50% of materiality, namely GBP6.4million).The performance materiality percentage is consistent with last year. Our objective in adopting this approach was to ensure that total uncorrected and undetected audit differences in the financial statements did not exceed our materiality level.
Reporting threshold
'Reporting threshold' is an amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of GBP0.8million (2015: GBP0.6million), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the groups and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities Statement set out on page 60, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report is made solely to the Group's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Group's members those matters we are required to state to them in an 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 Group and the Group's members as a body, for our audit work, for this report, or for the opinions we have formed.
Matters on which we are required to report by exception
ISAs (U.K. We are required to report to you if, in our opinion,
and Ireland) financial and non-financial information in the Annual
reporting Report is:
* materially inconsistent with the information in the
audited financial statements; or
* apparently materially incorrect based on, or
materially inconsistent with, our knowledge of the
Group acquired in the course of performing our audit;
or
* otherwise misleading.
In particular, we are required to report whether we
have identified any inconsistencies between our knowledge
acquired in the course of performing the audit and the
directors' statement that they consider the Annual Report
and accounts taken as a whole is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the entity's performance,
business model and strategy; and whether the annual
report appropriately addresses those matters that we
communicated to the audit committee that we consider
should have been disclosed.
--------------------------- --------------------------------------------------------------------
Conclusion
We have no exceptions to report.
-------------------------------------------------------------------------------------------------
Listing Rules We are required to review:
review requirements * The directors' statement in relation to going concern,
on page 58, and longer-term viability, on page 37;
and
* The part of the Corporate Governance Statement
relating to the company's compliance with the
provisions of the UK Corporate Governance Code
specified for our review.
--------------------------- --------------------------------------------------------------------
Conclusion
We have no exceptions to report.
-------------------------------------------------------------------------------------------------
Companies (Guernsey) We are required to report to you if, in our opinion:
Law, 2008 requirements * Proper accounting records have not been kept by the
Company; or
* The financial statements are not in agreement with
the accounting records; or
* We have not received all the information and
explanations we require for our audit.
--------------------------- --------------------------------------------------------------------
Conclusion
We have no exceptions to report.
-------------------------------------------------------------------------------------------------
Statement on the Directors' Assessment of the Principal Risks that Would Threaten the Solvency or Liquidity of the Entity
ISAs (U.K. We are required to give a statement as to whether we
and Ireland) have anything material to add or to draw attention to
reporting in relation to:
* The directors' confirmation in the Annual Report that
they have carried out a robust assessment of the
principal risks facing the entity, including those
that would threaten its business model, future
performance, solvency or liquidity;
* The disclosures in the Annual Report that describe
those risks and explain how they are being managed or
mitigated;
* The directors' statement in the financial statements
about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing
them, and their identification of any material
uncertainties to the entity's ability to continue to
do so over a period of at least twelve months from
the date of approval of the financial statements; and
* The directors' explanation in the Annual Report as to
how they have assessed the prospects of the entity,
over what period they have done so and why they
consider that period to be appropriate, and their
statement as to whether they have a reasonable
expectation that the entity will be able to continue
in operation and meet its liabilities as they fall
due over the period of their assessment, including
any related disclosures drawing attention to any
necessary qualifications or assumptions., including
any related disclosures drawing attention to any
necessary qualifications or assumptions.
--------------------------------------------------- -----------------------------------------------------------------
Conclusion
We have nothing material to add or to draw attention to.
----------------------------------------------------------------------------------------------------------------------
for and on behalf of Ernst & Young LLP,
Guernsey
Channel Islands
29 March 2017
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEARED 31 DECEMBER 2016
Year ended Year ended
31 December 31 December
2016 2015
Notes GBP'000s GBP'000s
---------------------------------------- ----- ---------------- ------------
Interest income 4 56,778 44,026
Dividend income 4 18,655 16,397
Net change in investments at fair value
through profit or loss 4 131,369 39,784
----------------------------------------- ----- ---------------- ------------
Total investment income 206,802 100,207
Other operating (expense) / income 5 (6,836) 1,276
========================================= ===== ================ ============
Total income 199,966 101,483
Management costs 17 (16,107) (13,470)
Administrative costs (1,259) (1,181)
6,
Transaction costs 17 (3,219) (2,145)
Directors' fees (267) (231)
----------------------------------------- ----- ---------------- ------------
Total expenses (20,852) (17,027)
----------------------------------------- ----- ---------------- ------------
Profit before finance costs and tax 179,114 84,456
Finance costs 8 (3,774) (4,523)
----------------------------------------- ----- ---------------- ------------
Profit before tax 175,340 79,933
Tax credit 9 1,818 1,926
----------------------------------------- ----- ---------------- ------------
Profit for the year 177,158 81,859
----------------------------------------- ----- ---------------- ------------
Earnings per share
From continuing operations
Basic and diluted (pence) 10 17.18 9.54
----------------------------------------- ----- ---------------- ------------
All results are from continuing operations in the year.
All income is attributable to the equity holders of the parent. There are no non-controlling interests within the Consolidated Group.
There are no other Comprehensive Income items in the current year (2015: nil). The profit for the year represents the Total Comprehensive Income for the year.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEARED 31 DECEMBER 2016
OTHER DISTRIBUTABLE RETAINED
NOTES SHARE CAPITAL RESERVE EARNINGS TOTAL
GBP'000s GBP'000s GBP'000s GBP'000s
---------------------------- ------ -------------- -------------------- ---------- ----------
Balance at 31 December
2015 825,362 182,481 282,359 1,290,202
---------------------------- ------ -------------- -------------------- ---------- ----------
825,362 182,481 282,359 1,290,202
Total comprehensive income - - 177,158 177,158
Issue of Ordinary shares 15 205,869 - - 205,869
Issue costs applied to
new shares 15 (1,844) - - (1,844)
Distributions in the year 15 - - (67,732) (67,732)
---------------------------- ------ -------------- -------------------- ---------- ----------
Balance at 31 December
2016 1,029,387 182,481 391,785 1,603,653
---------------------------- ------ -------------- -------------------- ---------- ----------
YEARED 31 DECEMBER 2015
OTHER DISTRIBUTABLE RETAINED
NOTES SHARE CAPITAL RESERVE EARNINGS TOTAL
GBP'000s GBP'000s GBP'000s GBP'000s
---------------------------- ------ -------------- -------------------- ---------- ----------
Balance at 31 December
2014 625,289 182,481 254,298 1,062,068
---------------------------- ------ -------------- -------------------- ---------- ----------
Total comprehensive income - - 81,859 81,859
Issue of Ordinary shares 15 203,207 - - 203,207
Issue costs applied to
new shares 15 (3,134) - - (3,134)
Distributions in the year 15 - - (53,798) (53,798)
---------------------------- ------ -------------- -------------------- ---------- ----------
Balance at 31 December
2015 825,362 182,481 282,359 1,290,202
---------------------------- ------ -------------- -------------------- ---------- ----------
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2016
31 DECEMBER 31 DECEMBER
2016 2015
NOTES GBP'000S GBP'000S
---------------------------------- ----- ----------- -----------
Non-current assets
Investments at fair value through
profit or loss 11 1,515,163 1,201,107
---------------------------------- ----- ----------- -----------
Total non-current assets 1,515,163 1,201,107
================================== ===== =========== ===========
Current assets
Trade and other receivables 11,13 32,506 23,099
Cash and cash equivalents 11 70,981 72,391
Derivative financial instruments 11 - 1,719
---------------------------------- ----- ----------- -----------
Total current assets 103,487 97,209
================================== ===== =========== ===========
Total assets 1,618,650 1,298,316
---------------------------------- ----- ----------- -----------
Current liabilities
Trade and other payables 11,14 10,370 8,114
Derivative financial instruments 11 4,627 -
---------------------------------- ----- ----------- -----------
Total current liabilities 14,997 8,114
---------------------------------- ----- ----------- -----------
Total liabilities 14,997 8,114
---------------------------------- ----- ----------- -----------
Net assets 1,603,653 1,290,202
---------------------------------- ----- ----------- -----------
Equity
Share capital 15 1,029,387 825,362
Other distributable reserve 15 182,481 182,481
Retained earnings 15 391,785 282,359
---------------------------------- ----- ----------- -----------
Equity attributable to equity
holders of the parent 1,603,653 1,290,202
---------------------------------- ----- ----------- -----------
Net assets per share (pence per
share) 16 142.2 130.2
---------------------------------- ----- ----------- -----------
The financial statements were approved by the Board of Directors on 29 March 2017.
They were signed on its behalf by:
Rupert Dorey John Whittle Chairman Director 29 March 2017 29 March 2017
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2016
Year ended Year ended
31 December 31 December
2016 2015
Notes GBP'000s GBP'000s
--------------------------------------------------- ------ ------------- -------------
Profit from operating activities before
tax 175,340 79,933
Adjusted for:
Gain on investments at fair value through
profit or loss 4 (131,369) (39,784)
Unrealised exchange (gain)/loss (657) 665
Finance costs 8 3,774 4,523
Fair value movement on derivative financial
instruments 5,11 6,346 1,229
Working capital adjustments
Increase in receivables (8,704) (6,146)
Increase in payables 2,315 1,700
--------------------------------------------------- ------ ------------- -------------
47,045 42,120
Income tax (paid)/received(1) (110) 2,662
--------------------------------------------------- ------ ------------- -------------
Net cash inflow from operations(2) 46,935 44,782
--------------------------------------------------- ------ ------------- -------------
Investing Activities
Acquisition of investments at fair value
through profit or loss 12 (209,884) (143,077)
Net repayments from investments at fair
value through profit or loss 27,197 14,695
--------------------------------------------------- ------ ------------- -------------
Net cash outflow from investing activities (182,687) (128,382)
--------------------------------------------------- ------ ------------- -------------
Financing Activities
Proceeds from issue of shares net of issue
costs 198,097 195,002
Dividends paid 15 (61,863) (48,587)
Finance costs paid (2,326) (3,482)
Net loan repayments - (16,327)
--------------------------------------------------- ------ ------------- -------------
Net cash provided by financing activities 133,908 126,606
--------------------------------------------------- ------ ------------- -------------
Net (decrease)/increase in cash and cash
equivalents (1,844) 43,006
Cash and cash equivalents at beginning
of year 72,391 29,391
Exchange gain/(loss) on cash and cash equivalents 434 (6)
=================================================== ====== ============= =============
Cash and cash equivalents at end of year(3) 70,981 72,391
--------------------------------------------------- ------ ------------- -------------
1 Cash flows received from unconsolidated subsidiary entities in respect of surrender of tax losses.
2 Net cash flows from operations above are reconciled to operating cash flows as shown in the Strategic Report on page 21.
3 Includes restricted cash of GBP41.7 million (2015: GBP51.5 million) which can only be utilised for new investments.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2016
1. Basis of Preparation
International Public Partnerships Limited is a closed ended authorised investment company incorporated in Guernsey under the Companies (Guernsey) Law, 2008. The address of the registered office is given on page 91. The nature of the Group's ('Parent and consolidated subsidiary entities') operations and its principal activities are set out on pages 3 and 9 respectively.
These financial statements are presented in pounds Sterling as this is the currency of the primary economic environment in which the Group operates and represents the functional currency of the Parent and all values are rounded to the nearest (GBP'000), except where otherwise indicated.
Basis of Preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), adopted by the European Union, interpretations issued by the International Financial Reporting Interpretations Committee, applicable legal and regulatory requirements of Guernsey, and the Listing Rules of the U.K. Listing Authority. These financial statements follow the historical cost basis, except for financial assets held at fair value through profit or loss and derivatives that have been measured at fair value. The principal accounting policies adopted are set out in relevant notes to the financial statements.
The Directors have determined that International Public Partnerships Limited is an investment entity as defined by IFRS 10 on the basis that the Company:
a) obtains funds from one or more investor(s) for the purpose of providing those investor(s) with investment management services;
b) commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
c) measures and evaluates the performance of substantially all of its investments on a fair value basis.
Accordingly, these financial statements consolidate only those subsidiaries that provide services relevant to its investment activities, such as management services, strategic advice and financial support to its investees, and that are not themselves investment entities. Subsidiaries that do not provide investment-related services are required to be measured at fair value through profit or loss in accordance with IAS 39 Financial Instruments: Recognition and Measurement.
Going Concern
As set out in the Directors' Report, the Directors have reviewed cash flow forecasts prepared by management. Based on those forecasts and an assessment of the Group's committed banking facilities, it has been considered appropriate to prepare the financial statements of the Group on a going concern basis.
In arriving at their conclusion that the Group has adequate financial resources, the Directors were mindful that the Group had unrestricted cash of GBP29.3 million as at 31 December 2016. In November 2016, the Company's corporate debt facility was increased to GBP400 million (2015: GBP300 million) of which GBP292.6 million was uncommitted as at 31 December 2016, and is available for investment in new and existing projects until November 2019. In addition, a portion of the facility can be utilised for working capital purposes. The new facility is forecast to continue in full compliance with the associated banking covenants. The Company also continues to fully cover operating costs and distributions from underlying cash flows from investments.
Accounting Policies
The annual financial statements of International Public Partnerships Limited are prepared in accordance with IFRS as adopted by the European Union.
The same accounting policies, presentation and methods of computation are followed in this set of financial statements as applied in the previous financial year. The new and revised IFRS and interpretations becoming effective in the period have had no impact on the accounting policies of the Group. Note 20 sets out a comprehensive listing of all new standards applicable from 1 January 2016.
2. Significant Judgements and Estimates
Service Entities and Consolidation Group
Following the adoption of IFRS 10 Investment Entity Amendments, the consolidated financial statements incorporate the financial statements of the Company and service entities controlled by the Company up to 31 December 2016, that themselves do not meet the definition of an investment entity. Typically a service entity provides management services, strategic advice and financial support to investee entities. Judgement is therefore required in assessing which entities meet these definitional requirements. The Directors have reviewed and assessed the criteria applied in the assessment of services entities based on the guidance in place as at 31 December 2016 and are satisfied with the resulting conclusion.
Fair Valuation of Investments at Fair Value through Profit or Loss
Fair values are determined using the income approach which discounts the expected cash flows at a rate appropriate to the risk profile of each investment. In determining the discount rate, relevant long-term government bond yields, specific investment risks and evidence of recent transactions are considered. Details of the valuation process and key sensitivities are provided in note 11.
3. SEGMENTAL REPORTING
Based on a review of information provided to the chief operating decision makers of INPP, the Group has identified four reportable segments based on the geographical risk associated with the jurisdictions in which the Group operates. The factors used to identify the Group's reportable segments are centered on the risk free rates and the maturity of the Infrastructure sector within each region. Further, foreign exchange and political risk is identified, as these also determine where resources are allocated. Management has concluded that the Group is currently organised into four operating segments being U.K., Europe (excl. U.K.), North America and Australia.
Year ended 31 December 2016
------------------------------------------------------------------
Europe (EXCL.
U.K. U.K.) North America Australia Total
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
------------------------- ---------- -------------- -------------- ---------- ----------
Segmental results
Dividend and interest
income 52,572 7,582 6,919 8,360 75,433
Fair value gain on
investments 52,930 48,377 9,906 20,156 131,369
------------------------- ---------- -------------- -------------- ---------- ----------
Total investment income 105,502 55,959 16,825 28,516 206,802
------------------------- ---------- -------------- -------------- ---------- ----------
Reporting segment
profit(1) 82,694 53,629 14,832 26,003 177,158
------------------------- ---------- -------------- -------------- ---------- ----------
Segmental financial
position
Investments at fair
value 1,069,397 247,388 100,721 97,657 1,515,163
Current assets 103,487 - - - 103,487
------------------------- ---------- -------------- -------------- ---------- ----------
Total assets 1,172,884 247,388 100,721 97,657 1,618,650
Total liabilities (14,997) - - - (14,997)
------------------------- ---------- -------------- -------------- ---------- ----------
Net assets 1,157,887 247,388 100,721 97,657 1,603,653
------------------------- ---------- -------------- -------------- ---------- ----------
Year ended 31 December 2015
---------- --------------------------------------------------------
U.K. Europe (EXCL. North America Australia Total
GBP'000s U.K.) GBP'000s GBP'000s GBP'000s
GBP'000s
-------------------------------- ---------- -------------- -------------- ---------- ----------
Segmental results
Dividend and interest
income 46,088 6,983 2,717 4,635 60,423
Fair value gain/(loss)
on investments(2) 55,429 (7,045) (3,495) (5,105) 39,784
-------------------------------- ---------- -------------- -------------- ---------- ----------
Total investment income/(loss) 101,517 (62) (778) (470) 100,207
-------------------------------- ---------- -------------- -------------- ---------- ----------
Reporting segment
profit/(loss) (1) 81,893 (111) 53 24 81,859
-------------------------------- ---------- -------------- -------------- ---------- ----------
Segmental financial
position
Investments at fair
value 845,746 202,968 67,023 85,370 1,201,107
Current assets 97,209 - - - 97,209
-------------------------------- ---------- -------------- -------------- ---------- ----------
Total assets 942,955 202,968 67,023 85,370 1,298,316
Total liabilities (8,114) - - - (8,114)
-------------------------------- ---------- -------------- -------------- ---------- ----------
Net assets 934,841 202,968 67,023 85,370 1,290,202
-------------------------------- ---------- -------------- -------------- ---------- ----------
1 Reporting segment results are stated net of operational costs including management fees
2 Investment fair value losses for non-U.K. sectors were primarily the result of adverse foreign exchange movements in the year impacting valuation assumptions
Revenue from investments which individually represent more than 10% of the Group's interest and dividend income approximates GBP12.2 million (2015: GBP12.0 million).
4. Investment Income
Accounting Policy
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time-apportioned basis, using the effective interest rate of the instrument concerned as calculated at the acquisition or investment date. Interest income is recognised gross of withholding tax, if any.
The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instrument (or, when appropriate, a shorter period). When calculating the effective interest rate, the Group estimates future cash flows considering all contractual terms of the financial instrument, but excludes future credit losses.
Dividend income
Dividend income is recognised gross of withholding tax in the Consolidated Statement of Comprehensive Income on the date the right to receive payment is established. This is the date when the Directors of the underlying project entity approve the payment of a dividend.
Net change in investments at fair value through profit or loss
Net change in investments at fair value through profit or loss includes all realised and unrealised fair value changes (including foreign exchange movements) other than interest and dividend income recognised separately.
Year ended Year ended
31 December 31 December
2016 2015
GBP'000s GBP'000s
------------------------------------------- ------------ ------------
Interest income
Interest on investments 56,730 43,984
Interest on bank deposits 48 42
------------------------------------------- ------------ ------------
Total interest income 56,778 44,026
------------------------------------------- ------------ ------------
Dividend income 18,655 16,397
Net change in fair value of investments at
fair value through profit or loss 131,369 39,784
------------------------------------------- ------------ ------------
Total investment income 206,802 100,207
------------------------------------------- ------------ ------------
Dividend and interest income includes that from transactions with unconsolidated subsidiary entities. Changes in investments at fair value through profit or loss are also recognised in relation to the Group's investments in unconsolidated subsidiaries.
5. Other Operating (Expense) / Income
Year ended Year ended
31 December 31 December
2016 2015
GBP'000s GBP'000s
---------------------------------------------- ------------ ------------
Fair value loss on foreign exchange contracts (6,346) (1,229)
Other (losses) / gains on foreign exchange
movements (490) 2,505
----------------------------------------------- ------------ --------------
Total other operating (expense) / income (6,836) 1,276
----------------------------------------------- ------------ --------------
6. Transaction Costs
Year ended Year ended
31 December 31 December
2016 2015
GBP'000s GBP'000s
----------------------------- ------------ ------------
Investment advisory costs 3,148 2,145
Legal and professional costs 71 -
----------------------------- ------------ ------------
Total transaction costs 3,219 2,145
----------------------------- ------------ ------------
Details of total transaction costs paid are provided in note 17.
7. Auditor's Remuneration
Year ended Year ended
31 December 31 December
2016 2015
GBP'000s GBP'000s
-------------------------------------------------------------- ------------ ------------
Fees payable to the Group's auditor for the
audit of the Group's financial statements 286 250
Fees payable to the Group's auditor and their
associates for other services to the Group
* The audit of the Group's consolidated subsidiaries 41 42
* The audit of the Group's unconsolidated subsidiaries 323 320
-------------------------------------------------------------- ------------ ------------
Total audit fees 650 612
-------------------------------------------------------------- ------------ ------------
Other fees
* Audit related assurance services 78 35
* Other services - 80
-------------------------------------------------------------- ------------ ------------
Total non-audit fees 78 115
-------------------------------------------------------------- ------------ ------------
8. Finance Costs
Accounting Policy
Interest bearing loans and overdrafts are initially recorded as the proceeds received net of any directly attributable issue costs. Subsequent measurement is at amortised cost, with borrowing costs recognised in the Consolidated Statement of Comprehensive Income in the period in which they are incurred, using the effective interest rate method. Arrangement fees are amortised over the term of the corporate debt facility.
Finance costs for the year were GBP3.8 million (2015: GBP4.5 million). In November 2016, the Group increased its corporate debt facility from GBP300 million to GBP400 million. As part of this increase to the existing facility, the banking group was expanded in the year to include Barclays Bank and Sumitomo Mitsui Banking Corporation ('SMBC'), ranking alongside the existing banking group of Royal Bank of Scotland and National Australia Bank. The drawdowns in the period were in the form of cash drawdowns and issuance of letters of credit. Cash drawdowns were used to partially fund investments and the letter of credit drawdowns were used to back the Group's commitment to specific future cash investments.
Following a tap issue equity capital raise in December 2016, the outstanding cash drawn balance on the facility was fully repaid. As at 31 December 2016 the facility was notionally drawn via letters of credit supporting the Group's committed investments. The uncommitted balance of the facility as at 31 December 2016 was GBP292.6 million.
The interest rate margin on the corporate debt facility is 175 basis points over Libor. The loan facility matures in November 2019 and is secured over the assets of the Group.
9. Tax
Accounting Policy
Current tax is based on taxable profit for the period. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income as it excludes items of income or expense that are taxable or deductible in past or future years and it further excludes items that are never taxable or deductible. The Group's asset/liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. The current tax charge/credit in the Consolidated Statement of Comprehensive Income is recognised net of receivables recognised for losses surrendered to unconsolidated subsidiary entities.
Under the current system of taxation in Guernsey, the Company itself is exempt from paying taxes on income, profits or capital gains. Dividend income and interest income received by the Group may be subject to withholding tax imposed in the country of origin of such income.
Year ended Year ended
31 December 2016 31 December
GBP'000s 2015
GBP'000s
------------------------------------------- ----------------- ------------
Current tax:
U.K. corporation tax credit - current year (1,918) (2,030)
U.K. corporation tax - prior year - 4
Other overseas tax - current year 100 100
------------------------------------------- ----------------- ------------
Tax credit for the year (1,818) (1,926)
------------------------------------------- ----------------- ------------
Reconciliation of effective tax rate
Year ended
Year ended 31 December
31 December 2016 2015
GBP'000s GBP'000s
------------------------------------------------ ------------------ -------------
Profit before tax 175,340 79,933
------------------------------------------------ ------------------ -------------
Exempt tax status in Guernsey - -
Application of overseas tax rates 100 100
Group tax losses surrendered to unconsolidated
investee entities (1,918) (2,030)
Adjustments to previous year's assessment - 4
------------------------------------------------ ------------------ -------------
Tax credit for the year (1,818) (1,926)
------------------------------------------------ ------------------ -------------
The income tax credit above does not represent the full tax position of the entire group as the investment returns received by the Company are net of tax payable at the underlying investee entity level. As a consequence of the adoption of IFRS 10 investment entity consolidation exception, underlying investee entity tax is not consolidated within these financial statements. Total forecasted corporation tax payable by the Group's underlying investments is in excess of GBP824 million over their full concession lives.
10. Earnings Per Share
The calculation of basic and diluted earnings per share is based on the following data:
Year ended Year ended
31 December 31 December
2016 2015
GBP'000s GBP'000s
-------------------------------------------------- ------------- ------------
Earnings for the purposes of basic and diluted
earnings per share being net profit attributable
to equity holders of the parent 177,158 81,859
-------------------------------------------------- ------------- ------------
Number Number
-------------------------------------------------- ------------- ------------
Weighted average number of Ordinary shares for
the purposes of basic and diluted earnings per
share 1,031,394,086 857,859,876
-------------------------------------------------- ------------- ------------
Basic and diluted (pence) 17.18 9.54
-------------------------------------------------- ------------- ------------
The denominator for the purposes of calculating both basic and diluted earnings per share is the same as the Group has not issued any share options or other instruments that would cause dilution.
11. Financial Instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred and the transfer qualifies for derecognition in accordance with IAS 39 'Financial Instruments: Recognition and Measurement'. Financial liabilities are derecognised when the obligation is discharged, cancelled or expired. Specific financial asset and liability accounting policies are provided below.
11.1 Financial assets
31 December 31 December
2016 2015
GBP'000s GBP'000s
----------------------------------------------------- ----------- -----------
Investments at fair value through profit and loss(1) 1,515,163 1,201,107
Financial asset loans and receivables
Trade and other receivables 32,506 23,099
Cash and cash equivalents 70,981 72,391
Derivative financial instruments
Foreign exchange contracts - 1,719
----------------------------------------------------- ----------- -----------
Total financial assets 1,618,650 1,298,316
----------------------------------------------------- ----------- -----------
1 Includes fair value of investments in associates amounting to GBP2.3 million (2015: GBP2.0 million). Movements in the period represent additional fair value gains offset by net repayments from investments.
Accounting Policy
The Group classifies its financial assets as at fair value through profit or loss or as loans and receivables. The classification depends on the purpose for which the financial assets were acquired, with investments in unconsolidated subsidiaries (other than those providing investment-related services) being designated at fair value through profit and loss as required by IFRS 10.
Investments at fair value through profit or loss
Investments in underlying unconsolidated subsidiaries and other non-controlled investments are designated upon initial recognition as financial assets at fair value through profit or loss. The Group's policy is to fair value both the equity and debt investments in underlying assets together. All transaction costs relating to the acquisition of new investments are recognised directly in profit or loss. Subsequent to initial recognition, equity and debt investments are measured at fair value with changes in fair value recognised within total investment income in the Consolidated Statement of Comprehensive Income.
Financial assets loans and receivables
Trade receivables, loans and other receivables that are non-derivative financial assets, that have fixed or determinable payments, and are not quoted in an active market, are classified as 'loans and other receivables'. Loans and other receivables are measured at amortised cost using the effective interest method, less any impairment. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instruments, but does not consider future credit losses. Financial assets with maturities less than 12 months are included in current assets, financial assets with maturities greater than 12 months after the balance sheet date are classified as non-current assets.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments with an original maturity of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Derivative Financial Instruments
Derivatives are recognised initially, and are subsequently remeasured, at fair value. Derivatives are classified as assets when their fair value is positive or as liabilities when their fair value is negative. Derivative assets and liabilities arising from different transactions are offset only if the transactions are with the same counterparty, a legal right of offset exists, and the parties intend to settle the cash flows on a net basis. Fair value movements on derivative financial instruments held for trading are recognised in the Consolidated Statement of Comprehensive Income.
Impairment of Financial Assets
Financial assets, other than those classified at fair value through profit or loss are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been adversely impacted.
11.2 Financial liabilities
31 December 31 December
2016 2015
GBP'000s GBP'000s
---------------------------------------- ----------- -----------
Financial liabilities at amortised cost
Trade and other payables 10,370 8,114
Derivative financial instruments
Foreign exchange contracts 4,627 -
---------------------------------------- ----------- -----------
Total financial liabilities 14,997 8,114
---------------------------------------- ----------- -----------
Accounting Policy
Trade and other payables
Financial liabilities, other than those specifically accounted for under a separate policy, are stated based on the amounts which are considered to be payable in respect of goods or services received up to the financial reporting date. The cost of other liabilities is considered to approximate their fair value.
11.3 Financial risk management
The Group's objective in managing risk is the protection of shareholder value. Risk is inherent in the Group's activities and is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Group's continuing profitability. The Group is exposed to market risk (which includes currency risk, interest rate risk and inflation risk), credit risk and liquidity risk arising from the financial instruments it holds. The Group's Investment Adviser is responsible for identifying and controlling risks. The Board of Directors supervises the Investment Adviser and is ultimately responsible for the overall risk management of the Group.
The Group's risk management framework and approach is set out within the Strategic Report (pages 29 to 37). The Board takes into account market, credit and liquidity risks in forming the Group's risk management strategy.
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as changes in inflation, foreign exchange rates and interest rates.
Inflation risk
The majority of the Group's cash flows from underlying investments are linked to inflation indices. Changes in inflation rates can have a positive or negative impact on the Group's cash flows from investments. The long-term inflation assumptions applied in the Group's valuation of investments at fair value through profit or loss are disclosed in the fair value hierarchy section 11.4.
The Group's portfolio of investments has been developed in anticipation of continued inflation at or above the levels used in the Group's valuation assumptions. Where inflation is at levels below the assumed levels for a sustained period of time, investment performance may be impaired. The level of inflation linkage across the investments held by the Group varies and is not consistent.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows from underlying investments therefore impacting the value of investments at fair value through profit or loss. The Group has limited exposure to interest rate risk as the underlying borrowings within the unconsolidated investee entities are either hedged through interest rate swap arrangements or are fixed rate loans. It is generally a requirement under a PFI/PPP concession that any borrowings are matched to the life of the concession. Hedging activities are aligned with the period of the loan, which also mirrors the concession period and are highly effective. For certain regulated assets, the risk of adverse movements in interest rates is limited through protections provided by the regulatory regime. The Group's corporate debt facility is unhedged on the basis it is utilised as an investment bridging facility and therefore drawn for a relatively short period of time. Therefore, the Group is not significantly exposed to cash flow risk due to changes in interest rates over its variable rate borrowings.
Interest income on bank deposits held within underlying investments is included within the fair value of investments.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies and therefore is exposed to exchange rate fluctuations. Currency risk arises in financial instruments that are denominated in a foreign currency other than the functional currency in which they are measured. The Group uses forward foreign exchange contracts to mitigate the risk of short-term volatility in foreign exchange on significant investment returns from overseas investments. The Group doesn't hedge its exposure to foreign exchange in relation to foreign currency denominated investment balances. The carrying amounts of the Group's foreign currency denominated monetary financial instruments at the reporting date are set out in the table below:
31 December 31 December
2016 2015
GBP'000s GBP'000s
------------------------------------------------- ----------- -----------
Cash
Euro 791 871
Canadian Dollar 1,438 1,107
Australian Dollar 6 11
U.S. Dollar 3 3
------------------------------------------------- ----------- -----------
2,238 1,992
Current receivables
Euro receivables 414 393
U.S. Dollar receivables 1,382 -
------------------------------------------------- ----------- -----------
1,796 393
Investments at fair value through profit or loss
Euro 247,388 202,968
Canadian Dollar 39,135 34,819
Australian Dollar 97,657 85,370
U.S. Dollar 61,586 32,204
------------------------------------------------- ----------- -----------
445,766 355,361
------------------------------------------------- ----------- -----------
Total 449,800 357,746
------------------------------------------------- ----------- -----------
Sensitivity analysis showing the impact of variations of the above risks on the fair value of investments is shown in section 11.5.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of dealing with creditworthy counterparties and reviewing this on a regular basis at the underlying entity level. The majority of underlying investments are in PFI/PPP and similar concessions which are entered into with government, quasi government, other public or equivalent low risk bodies. The maximum exposure of credit risk over financial assets as a result of counterparty default is the carrying value of those financial assets in the balance sheet.
Liquidity risk
Liquidity risk is defined as the risk that the Group would encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Group invests in relatively illiquid investments (mainly non-listed equity and loans). As a closed-ended investment vehicle there are no automatic capital redemption rights. The Group manages liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities and by continuously monitoring forecast and actual cash flows. Cash flow forecasts assume full availability of underlying infrastructure to the public sector entities. Failure to maintain assets available for use or operating in accordance with pre-determined performance standards may entitle the public sector to stop (wholly or partially) paying which may impact the investment income that the Group has projected to receive.
The Directors review the underlying performance of each investment on a quarterly basis, allowing asset performance to be monitored. Contractual mechanisms also allow for significant pass-down of unavailability and performance risk to sub-contractors.
11.4 Fair value hierarchy
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities
Level 2 - Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable)
Level 3 - Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable)
During the period there were no transfers between Level 2 and Level 3 categories.
Level 1:
The Group has no financial instruments classified as level 1.
Level 2:
This category includes derivative financial instruments such as interest rate swaps, RPI Swaps and currency forward contracts. As at 31 December 2016, the Group's only derivative financial instruments were currency forward contracts amounting to a liability of GBP4.6 million (2015: asset of GBP1.7 million).
Financial instruments classified as Level 2 have been valued using models whose inputs are observable in an active market (spot exchange rates, yield curves, interest rate curves). Valuations based on observable inputs include financial instruments such as swaps and forward contracts which are valued using market standard pricing techniques where all the inputs to the market standard pricing models are observable.
Level 3:
This category consists of investments in equity and loan instruments in underlying unconsolidated subsidiary entities and other non-controlled investments which are classified at fair value through profit or loss. At 31 December 2016, the fair value of financial instruments classified within Level 3 totalled GBP1,515.2 million (2015: GBP1,201.1 million).
Financial instruments are classified within Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). A valuation input is considered observable if it can be directly observed from transactions in an active market, or if there is compelling external evidence demonstrating an executable exit price.
Valuation process
Valuations are the responsibility of the Board of Directors. The valuation of unlisted equity and debt investments is performed on a quarterly(1) basis by the Investment Adviser and reviewed by the senior members of the Investment Adviser. The Investment Adviser verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to relevant project financial models and market information. In addition, the accuracy of the computation is tested.
1 Indicative valuations performed at 31 March and 30 September.
The latest valuation is also compared with the valuations in the preceding semi-annual and annual reporting periods. The senior members of the Investment Adviser consider the appropriateness of the valuation methods and inputs. On a quarterly basis, after the checks above have been performed, the Investment Adviser presents the valuation results to the Audit and Risk Committee. This includes a discussion of the major assumptions used in the valuations, with an emphasis on the more significant investments. Any changes in valuation methods and assumptions are discussed and agreed with the Group's Audit and Risk Committee for recommendation to the Board.
In addition, any new investment acquisitions by the Group from related parties are subject to an independent valuation provided to the Board.
Valuation methodology
The valuation methodologies used are primarily based on discounting the underlying investee entities' future projected net cash flows at appropriate discount rates. Valuations are also reviewed against recent market transactions for similar assets in comparable markets observed by the Group or Investment Adviser and adjusted where appropriate.
Cash flow forecasts for each underlying investment are generated through detailed project specific financial models. Financial models forecast the project related cash flows for the full term of the investment. The cash flows included in the forecasts used to determine fair value are typically fixed under contracts however there are certain variable cash flows which are based on management's estimation. These models also forecast the dividend, shareholder loan interest payments, capital repayments and senior debt repayments (where applicable) expected from the underlying investments. Key macroeconomic inputs and assumptions utilised in projecting the Group's net future cash flows include:
Europe
U.K. (Excl. U.K.) North America Australia
------------------------- -------------- -------------- --------------- ----------
Inflation 2.75% 2.00% 2.00% 2.50%
Long-term tax 20.00%-17.00% 12.50%-33.99% 26.50% -27.00% 30.00%
Foreign exchange rates n/a 1.12 1.30-1.71 1.86
Long-term deposit rates 2.00% 2.00% 2.00% 3.00%
------------------------- -------------- -------------- --------------- ----------
Discount rate
The discount rate used for valuation of each investment is the aggregate of the following:
- yield on government bonds with an average life equivalent to (or as close as available to) the weighted average concession length of the investments, issued by the national government for the location of the relevant investments ('government bond yield')
- a premium to reflect the inherent greater risk in investing in infrastructure assets over government bonds
- a further premium to reflect the state of maturity of the asset with a larger premium applied to immature assets and/or assets in construction and/or to reflect any current asset specific or operational issues. Typically this risk premium will reduce over the life of any asset as an asset matures, its operating performance becomes more established, and the risks associated with its future cash flows decrease. However, the rate may increase in relation to investments with unknown residual values at the end of the relevant concession life as that date nears
- a further adjustment reflective of market-based transaction valuation evidence for similar assets
Over the period, the weighted average government bond decreased by 0.76%. This was offset by a 0.60% increase in the weighted average project premium reflecting observable market based evidence. Further details are provided within the Strategic Report (page 26).
Valuation ASSUMPTIONS 31 December 2016 31 December2015 Movement ---------------------------------- ----------------- ---------------- --------- Weighted Average Government Bond Rate 1.55% 2.31% (0.76%) Weighted Average Project Premium 5.82% 5.22% 0.60% ---------------------------------- ----------------- ---------------- --------- Weighted Average Discount Rate 7.37% 7.53% (0.16%) ---------------------------------- ----------------- ---------------- --------- Weighted Average Discount Rate on Risk Capital(1) 7.90% 8.09% (0.19%) ---------------------------------- ----------------- ---------------- --------- 1 Weighted average discount rate on Risk Capital only (equity and subordinated debt). Reconciliation of Level 3 fair value measurements of GBP'000s financial assets: ------------------------------------------------------- ------------- Balance at 1 January 2016 1,201,107 Additional investments during the year 209,884 Net repayments during the year (27,197) Net change in fair value of investments at fair value through profit or loss 131,369 ------------------------------------------------------- ------------- Balance at 31 December 2016 1,515,163 ------------------------------------------------------- ------------- 11.5 Sensitivity analysis
The valuation requires management to make certain assumptions in relation to unobservable inputs to the model, the significant assumptions along with sensitivity analysis are provided below:
Weighted average Change in Change in
rate in base fair value fair value
case valuations Sensitivity of investment Sensitivity of investment
Significant assumptions factor GBP'000's factor GBP'000's
------------------------ ------------------- ----------- -------------- ----------- --------------
Discount rate 7.37% +1.00% (144,963) -1.00% 169,794
------------------------ ------------------- ----------- -------------- ----------- --------------
Inflation rate
(overall) 2.58% +1.00% 128,969 -1.00% (113,352)
U.K. 2.75% +1.00% 75,083 -1.00% (66,584)
Europe 2.00% +1.00% 39,423 -1.00% (32,839)
North America 2.00% +1.00% 1,230 -1.00% (1,134)
Australia 2.50% +1.00% 13,233 -1.00% (12,795)
------------------------ ------------------- ----------- -------------- ----------- --------------
FX rate n/a +10.00% 44,161 -10.00% (44,167)
------------------------ ------------------- ----------- -------------- ----------- --------------
Tax rate 20.78% +1.00% (10,193) -1.00% 10,143
------------------------ ------------------- ----------- -------------- ----------- --------------
Deposit rate 2.07% +1.00% 23,172 -1.00% (19,782)
------------------------ ------------------- ----------- -------------- ----------- --------------
12. Investments
2016
Consideration % Ownership
Date of investment Description GBP'000's post investment
-------------------- ------------------------------------------ -------------- -----------------
The Group invested in 100% of the
4 February equity and subordinated debt of the
2016 Westermost Rough offshore transmission
project. 26,837 100%
April - December The Group funded four further tranches
2016 of investment in the Tideway project. 70,219 15.99%
The Group invested its fifth batch
of funding via the Aggregator Vehicle
PLC into various PF2 schools procured
under the U.K. Government's Priority
26 April 2016 Schools Building Programme. 5,054 100%
The Group made a follow on investment
for an additional 72% interest in
the Wolverhampton phase two Building
29 June 2016 Schools for the Future ('BSF') project. 7,149 82%
The Group made an investment to acquire
or increase its interest in ten BSF
22 August 2016 projects across the U.K. 72,297 80-99%
The Group made two investments to
July - September acquire an interest in the Halton
2016 BSF project. 2,158 45%
28 September The Group acquired a further debt 24,606 -
2016 investment in the P3 U.S. Military
Housing sector(1) .
The Group acquired a further 3.33%
22 December interest in the Gold Coast Light Rail
2016 Project. 1,564 30%
-------------------- ------------------------------------------ -------------- -------------------
Total capital spend on investments during the
year 209,884
---------------------------------------------------------------- -------------- -----------------
1 Acquired debt only.
2015
Consideration % Ownership
Date of investment Description GBP'000's post investment
-------------------- -------------------------------------------- -------------- -----------------
The Group invested four batches of
funding via the Aggregator Vehicle
PLC into various PF2 schools procured
under the U.K. Government's Priority
March - August Schools Building Programme.
2015 The Group made follow on investments 36,316 100%
in four Lewisham Building Schools for
17 April 2015 the Future projects. 14,286 41-50%
The Group made a follow on investment
for the remaining 19.9% stake in the
Inspire Partnership Liverpool Library
30 June 2015 project. 1,905 100%
August - December The Group made its first three tranches
2015 of investment in the Tideway project. 58,910 15.99%
2 October The Group acquired a debt investment 31,660 -
2015 in the P3 U.S. Military Housing sector(1)
.
-------------------- -------------------------------------------- -------------- -----------------
Total capital spend on investments during the
year 143,077
------------------------------------------------------------------ -------------- -----------------
1 Acquired debt only.
13. Trade and Other Receivables
31 December 31 December
2016 2015
GBP '000's GBP'000's
----------------------------------- ------------ -------------
Accrued interest receivable 24,773 17,363
Other debtors 7,733 5,736
----------------------------------- ------------ -------------
Total trade and other receivables 32,506 23,099
----------------------------------- ------------ -------------
Other debtors included GBP6.2 million (2015: GBP4.3 million) of receivables from unconsolidated subsidiary entities for surrender of Group tax losses.
14. Trade and Other Payables
31 December 31 December
2016 2015
GBP '000's GBP'000's
-------------------------------- ------------ -------------
Accrued management fee 8,668 6,987
Other creditors and accruals 1,702 1,127
-------------------------------- ------------ -------------
Total trade and other payables 10,370 8,114
-------------------------------- ------------ -------------
15. Share Capital and Reserves
31 December 31 December
2016 2015
shares shares
Share capital '000's '000's
---------------------------------------- ----------- -----------
In issue 1 January 990,634 836,159
Issued for cash 132,792 150,573
Issued as a scrip dividend alternative 3,995 3,902
----------------------------------------- ----------- -----------
In issue at 31 December - fully paid 1,127,421 990,634
----------------------------------------- ----------- -----------
31 December 31 December
2016 2015
GBP'000's GBP'000's
----------------------------------------- ----------- -----------
Opening balance 825,362 625,289
------------------------------------------ ----------- -----------
Issued for cash (excluding issue costs) 200,000 197,996
Issued as a scrip dividend alternative 5,869 5,211
------------------------------------------ ----------- -----------
Total share capital issued in the year 205,869 203,207
------------------------------------------ ----------- -----------
Costs on issue of Ordinary Shares (1,844) (3,134)
------------------------------------------ ----------- -----------
Balance at 31 December 1,029,387 825,362
------------------------------------------ ----------- -----------
At present, the Company has one class of Ordinary Shares which carry no right to fixed income.
On 27 May 2016, 1,969,282 new Ordinary fully paid shares were issued as a scrip dividend alternative in lieu of cash for the interim dividend in respect of the six months ended 31 December 2015.
On 18 July 2016, the Group raised an additional GBP125 million of equity through its Placing and Offer for Subscription of 83,612,040 Ordinary Shares at an issue price per share of 149.5p.
On 3 November 2016, 2,025,390 new Ordinary fully paid shares were issued as a scrip dividend alternative in lieu of cash for the interim dividend in respect of the six months ended 30 June 2016.
On 21 December 2016, the Group raised an additional GBP75 million of equity through a tap issue of 49,180,327 Ordinary Shares at an issue price per share of 152.5p.
31 December 31 December
2016 2015
Other distributable reserve GBP'000's GBP'000's
---------------------------- ----------- -----------
Opening balance 182,481 182,481
Movement in the year - -
---------------------------- ----------- -----------
Balance at 31 December 182,481 182,481
---------------------------- ----------- -----------
On 19 January 2007 the Company applied to the Royal Court of Guernsey, following the initial placing of shares, to reduce its share premium account. This was in order to provide a distributable reserve to enable the Company to repurchase its shares if and when the Board of Directors consider it beneficial to do so. Following court approval, the distributable reserve account was created.
31 December 31 December
2016 2015
Retained earnings GBP'000's GBP'000's
------------------------ ----------- -----------
Opening balance 282,359 254,298
Net profit for the year 177,158 81,859
Dividends paid(1) (67,732) (53,798)
------------------------ ----------- -----------
Closing balance 391,785 282,359
------------------------ ----------- -----------
1 Includes scrip element of GBP5.9 million in 2016 (2015: GBP5.2 million).
Distributions
The Board is satisfied that, in every respect, the solvency test as required by the Companies (Guernsey) Law, 2008, was satisfied for the proposed dividend and the dividend paid in respect of the year ended 31 December 2016.
The Board has approved interim distributions as follows:
Year ended Year ended
31 December 31 December
2016 2015
GBP'000's GBP'000's
-------------------------------------------------- ------------ ------------
Amounts recognised as distributions to equity
holders for the year ended 31 December 67,732(1) 53,798
Declared
Interim distribution for the period 1 January
to 30 June 2016 was 3.325 pence per share (2015:
3.225 pence per share) 35,784 27,459
Interim distribution for the period 1 July to
31 December 2016 was 3.325 pence per share(2)
(2015: 3.225 pence per share) 37,487 31,948
-------------------------------------------------- ------------ ------------
1 Includes the 2015 interim distribution for the period 1 July to 31 December 2015.
2 The distribution for the period 1 July to 31 December 2016 was approved by the Board on 29 March 2017 and therefore has not been included as a liability in the balance sheet for the year ended 31 December 2016.
Capital Risk Management
The Group seeks to efficiently manage its financial resources to ensure that it is able to continue as a going concern while providing improved returns to shareholders through the management of the debt and equity balances. The capital structure consists of the Group's corporate debt facility and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group aims to deliver its objective by investing available cash and using leverage whilst maintaining sufficient liquidity to meet on-going expenses and dividend payments. The Group's investment policy is set out in the Corporate Governance Report (page 41).
The Group's Investment Adviser reviews the capital structure on a semi-annual basis. As part of this review, the Investment Adviser considers the cost of capital and the associated risks.
16. Net Assets per Share
31 December 31 December
2016 2015
GBP'000's GBP'000's
---------------------------------------------- ------------- -----------
Net assets attributable to equity holders of
the parent 1,603,653 1,290,202
----------------------------------------------- ------------- -----------
Number Number
---------------------------------------------- ------------- -----------
Number of shares
Ordinary shares outstanding at the end of the
year 1,127,421,076 990,634,037
----------------------------------------------- ------------- -----------
Net assets per share (pence per share) 142.2 130.2
----------------------------------------------- ------------- -----------
17. Related Party Transactions
During the period, Group companies entered into certain transactions with related parties that are not members of the Group but are related parties by reason of being in the same group as Amber Infrastructure Group Holdings Limited, which is the ultimate holding company of the Investment Adviser, Amber Fund Management Limited ('AFML').
Under the Investment Advisory Agreement ('IAA'), AFML was appointed to provide investment advisory services to the Group including advising the Group as to the strategic management of its portfolio of investments.
AFML is a subsidiary company of Amber Infrastructure Group Holdings Limited ('Amber Group'), in which Mr. G Frost is a Director and also a substantial shareholder.
Mr. G Frost is also a Director of International Public Partnerships Limited (the 'Company'); International Public Partnerships Lux 1 Sarl; (a wholly owned subsidiary of the Group); and the majority of other companies in which the Group indirectly has an investment. The transactions with the Amber Group are considered related party transactions under IAS 24 'Related Party Disclosures'.
The Director's fees of GBP32,000 (2015: GBP42,000) for Mr. G Frost's directorship of the Company are paid to his employer, Amber Infrastructure Limited (a member of the Amber Group).
The amounts of the transactions in the year that were related party transactions are set out in the table below:
Amounts owing to
Related party expense related parties in
in the Income Statement the Balance Sheet
---------------------------- --------------------------
For the For the
year ended year ended At At
31 December 31 December 31 December 31 December
2016 2015 2016 2015
GBP'000s GBP'000s GBP'000s GBP'000s
International Public Partnerships
GP Limited 16,107 13,470 8,668 6,987
Amber Fund Management Limited(1) 3,219 2,145 311 231
Total 19,326 15,615 8,979 7,218
1 Represents amounts paid to related parties to acquire or make investments or advisory fees associated with investments which are subsequently recorded in the balance sheet.
Investment Advisory Arrangements
Investment advisory fees / profit share payable during the period are calculated as follows:
For existing construction assets:
- 1.2% per annum of gross asset value of investments bearing construction risk
For existing fully operational assets:
- 1.2% per annum of the gross asset value ('GAV') excluding uncommitted cash from capital raisings up to GBP750 million
- 1.0% per annum where GAV (excluding uncommitted cash from capital raisings) is between GBP750 million and GBP1.5 billion
- 0.9% per annum where GAV (excluding uncommitted cash from capital raisings) value exceeds GBP1.5 billion
Asset origination fees in connection with new acquisitions are charged at a rate of 1.5% of the value of new acquisitions.
The IAA can be terminated where less than 95% of the Group's assets are available for use for certain periods and the Investment Adviser fails to implement a remediation plan agreed with the Group. The IAA may also be terminated by either party giving to the other five years notice of termination, expiring at any time after ten years from the date of the IAA.
As at 31 December 2016, Amber Infrastructure held 8,002,379 (2015: 8,002,379) shares in the Company. The shares held by the Investment Adviser in the Company helps further strengthen the alignment of interests between the two parties.
Transactions with Directors
Shares acquired by Directors in the financial year ended 31 December 2016 are disclosed below:
Number of New Ordinary
Director Shares
Claire Whittet 2,257
Giles Frost 64,529
Total purchased 66,786
None of the Directors disposed of any shares during the year (2015: nil)
Remuneration paid to the Non-Executive directors is disclosed on page 47.
18. Contingent Liabilities and commitments
As at 31 December 2016 the Group has committed investments supported by letter of credit amounting to GBP107.4 million which were notionally drawn against the Group's corporate debt facility.
In December 2016, as part of a consortium, INPP agreed to acquire a 61% interest in National Grid's gas distribution network. INPP committed up to GBP275 million for the investment which is expected to reach financial close in 2017.
There were no contingent liabilities at the date of this report.
19. Events after Balance Sheet Date
There were no events to report after the balance sheet date.
20. Other Mandatory Disclosures
New Standards that the Group has applied from 1 January 2016
Standards and amendments to standards that became effective during the period are listed below. These have no material impact on the reported performance or financial statements of the Group.
- Amendments to IFRS 11: Accounting for Acquisitions of interests in Joint operations (1 January 2016)
- Amendments to IFRS 10, IFRS 12 and IAS 28: Investment entities: Applying the Consolidation Exception (1 January 2016)
- Annual Improvements to IFRSs 2012-2014 Cycle (1 January 2016) - Amendments to IAS 1 Disclosure Initiative (1 January 2016)
Standards Issued but not yet Effective
Standards issued and not yet effective up to the date of issuance of the Group's financial statements are listed below. This listing is of standards and interpretations issued, which the Group reasonably expects to be applicable at a future date. The Group intends to adopt these standards when they become effective. The Group does not currently anticipate the standards to have a significant impact on the Group's financial statements, however this will remain under consideration in light of interpretation notes as and when they are issued.
- IFRS 16 Leases (1 January 2019) - IFRS 9 Financial Instruments (Issued on 24 July 2014) (1 January 2018) - IFRS 15 Revenue from Contracts with Customers (1 January 2018) - Clarifications to IFRS 15 Revenue from Contracts with Customers (Apr 2016) (1 January 2018)
- Amendments to IFRS 2 (Jun 2016) - Classification and Measurement of Share-based Payment Transactions (1 January 2018)
- Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses (1 January 2017)
- Amendments to IAS 7: Disclosure Initiative (1 January 2017)
Unconsolidated subsidiaries
A list of the significant investments in unconsolidated subsidiaries, including the name, country of incorporation as at 31 December 2016 and proportion of ownership is shown below:
Place of incorporation Proportion
(or registration) of ownership
Name and operation interest %
Abingdon Limited Partnership U.K. 100
Aggregator PLC U.K. 100
Access Justice Durham Limited Canada 100
AKS Betriebs GmbH & Co. KG Germany 98
BBPP Alberta Schools Limited Canada 100
Blackburn with Darwen Phase 1 Limited U.K. 80
Blackburn with Darwen Phase 2 Limited U.K. 80
BPSL No. 2 Limited Partnership U.K. 100
Building Schools for the Future Investments
LLP U.K. 100
Calderdale Schools Partnership U.K. 100
CHP Unit Trust Australia 100
Derby City BSF Limited U.K. 80
Derbyshire Courts Limited Partnership U.K. 100
Derbyshire Schools U.K. 100 Derbyshire Schools Phase Two Partnership U.K. 100 Future Ealing Phase 1 Limited U.K. 80 4 Futures Phase 1 Limited U.K. 80 4 Futures Phase 2 Limited U.K. 80 Hertfordshire Schools Building Partnership Phase 1 Limited U.K. 80 H&W Courts Limited Partnership U.K. 100 INPP Infrastructure Germany GmbH & Co. KG Germany 100 Inspire Partnership Limited Partnership U.K. 100 IPP CCC Limited Partnership Ireland 100 Inspiredspaces Durham (Project Co 1) Limited U.K. 91 Kent PFI (Project Co 1) Limited U.K. 58 Inspiredspaces Nottingham (Project Co 1) Limited U.K. 82 Inspiredspaces Nottingham (Project Co 2) Limited U.K. 82 Inspiredspaces STaG (Project Co 1) Limited U.K. 90 Inspiredspaces STaG (Project Co 2) Limited U.K. 90 Inspiredspaces Wolverhampton (Project Co 1) Limited U.K. 82 Inspiredspaces Wolverhampton (Project Co 2) Limited U.K. 82 Transform Islington (Phase 1) Limited U.K. 80 Transform Islington (Phase 2) Limited U.K. 80 IPP (Moray Schools) Holdings Limited U.K. 100 Maesteg School Partnership U.K. 100 Norfolk Limited Partnership U.K. 100 Northampton Schools Limited Partnership U.K. 100 Northern Diabolo N.V. Belgium 100 Oldham BSF Limited U.K. 99 Pinnacle Healthcare (OAHS) Trust Australia 100 Plot B Partnership U.K. 100 St Thomas More School Partnership U.K. 100 PPP Solutions (Long Bay) Partnership Australia 100 PPP Solutions (Showgrounds) Trust Australia 100 Strathclyde Limited Partnership U.K. 100 TH Schools Limited Partnership U.K. 100 TC Robin Rigg OFTO Limited U.K. 100 TC Barrow OFTO Limited U.K. 100 TC Gunfleet Sands OFTO Limited U.K. 100 TC Ormonde OFTO Limited U.K. 100 TC Lincs OFTO Limited U.K. 100 TC Westermost Rough OFTO Limited U.K. 100
The entities listed above in aggregate represent 79.9% (2015: 85.7%) of investments at fair value through profit or loss. The remaining fair value is driven from joint ventures, associate interests and minority stakes held by the Group.
Consolidated subsidiaries
The principal subsidiary undertakings of the Company, all of which have been included in these consolidated financial statements are as follows:
Place of incorporation Proportion of
(or registration) ownership
Name and operation interest %
International Public Partnerships Limited
Partnership U.K. 100
International Public Partnerships Lux
1 Sarl Luxembourg 100
International Public Partnerships Lux
2 Sarl Luxembourg 100
IPP Bond Limited U.K. 100
IPP Investments Limited Partnership U.K. 100
21. Investments
The Group holds 126 investments across Energy Transmission, Education, Transport, Health, Courts, Waste Water, Police, Military Housing and other sectors. The table overleaf sets out the Group's investments that are recorded at fair value through profit or loss.
Per cent.
Status at Risk Capital
31 December Owned by the INvestment
Investment Name Country 2016 Group(1) end date
U.K.
U.K. PPP Assets
Calderdale Schools U.K. Operational 100.0 30 April 2030
Derbyshire Schools Phase 29 February
Two U.K. Operational 100.0 2032
31 December
Northamptonshire Schools U.K. Operational 100.0 2037
2 September
Derbyshire Courts U.K. Operational 100.0 2028
Derbyshire Schools Phase
One U.K. Operational 100.0 28 April 2029
31 December
North Wales Police HQ U.K. Operational 100.0 2028
St Thomas More Schools U.K. Operational 100.0 30 April 2028
31 August
Tower Hamlets Schools U.K. Operational 100.0 2027
16 December
Norfolk Police HQ U.K. Operational 100.0 2036
Strathclyde Police Training 30 September
Centre U.K. Operational 100.0(2) 2026
Hereford & Worcester Courts U.K. Operational 100.0(2) 5 September
2025
Abingdon Police Station U.K. Operational 100.0 30 April 2030
Bootle Government Offices U.K. Operational 100.0 30 June 2025
Maesteg Schools U.K. Operational 100.0 30 September
2033
Moray Schools U.K. Operational 100.0 26 February
2042
Liverpool Library U.K. Operational 100.0 7 November
2037
Priority Schools Building Aggregator
Programme
Batch 1 - Schools in North U.K. Operational 0.0(2) 31 August
East England 2040
Batch 2 - Schools in Hertfordshire, 9 November
Luton and Reading U.K. Construction 0.0(2) 2041
Batch 3 - Schools in North U.K. Construction 0.0(2) 24 August
West of England 2041
Batch 4 - Schools in the U.K. Construction 0.0(2) 29 December
Midlands Region 2041
Batch 5 - Schools in Yorkshire U.K. Construction 0.0(2) 30 September
2041
OFTOs
Robin Rigg OFTO U.K. Operational 100.0 1 March 2031
Gunfleet Sands OFTO U.K. Operational 100.0 18 July 2031
Barrow OFTO U.K. Operational 100.0 26 March 2030
Ormonde OFTO U.K. Operational 100.0 9 July 2032
Lincs OFTO U.K. Operational 100.0 9 November
2034
Westermost Rough OFTO U.K. Operational 100.0 11 February
2036
Building Schools for the
Future Portfolio
Minority Shareholdings
in 26
Building Schools for the
Future Projects U.K. Mixed Various Various
Blackburn with Darwen Phase U.K. Operational 80.0 31 September
One 2036
Blackburn with Darwen Phase U.K. Operational 80.0 30 September
Two 2039
Derby City U.K. Operational 80.0 31 August
2037
Durham Schools U.K. Operational 91.0 3 January
2036
Ealing Schools Phase One U.K. Operational 80.0 31 March 2038
Halton Place U.K. Operational 45.0 31 March 2038
Hertfordshire Schools Phase U.K. Operational 80.0 31 August
One 2037
Islington Phase One U.K. Operational 80.0 31 August
2034
Islington Phase Two U.K. Operational 80.0 31 March 2039
Oldham Schools U.K. Operational 99.0 31 August
2037
Tameside Schools One U.K. Operational 46.0 31 August
2036
Tameside Schools Two U.K. Operational 46.0 31 August
2037
Nottingham Schools One U.K. Operational 82.0 31 August
2034
Nottingham Schools Two U.K. Operational 82.0 30 August
2038
South Tyneside and Gateshead U.K. Operational 90.1 25 October
Schools One 2034
South Tyneside and Gateshead U.K. Operational 86.5 4 September
Schools Two 2036
Southwark Phase One U.K. Operational 80.0 9 January
2036
Southwark Phase Two U.K. Operational 80.0 31 December
2036
Wolverhampton Schools Phase U.K. Operational 82.0 2 September
One 2037
Wolverhampton Schools Phase U.K. Operational 82.0 31 August
Two 2040
Kent Schools U.K. Operational 58.0 4 August 2035
NHS LIFT Portfolio
Beckenham Hospital U.K. Operational 49.8 1 December
2033
Garland Road Health Centre U.K. Operational 49.8 1 December
2031
Alexandra Avenue Primary
Care Centre, Monks Park
Health Centre (two projects) U.K. Operational 49.8 1 June 2031
Gem Centre Bentley Bridge,
Phoenix Centre 1 December
(two projects) U.K. Operational 49.8 2030
Sudbury Health Centre U.K. Operational 49.8 1 November
2032
Mt Vernon U.K. Operational 49.8 1 December
2033
Lakeside U.K. Operational 49.8 1 November
2032
Fishponds Primary Care
Centre, Hampton House Health 1 January
Centre (two projects) U.K. Operational 33.4 2031
Shirehampton Primary Care
Centre, Whitchurch Primary
Care Centre (two projects) U.K. Operational 33.4 1 March 2032
Blackbird Leys Health Centre,
East Oxford Care Centre
(two projects) U.K. Operational 33.4 1 May 2031
Brierley Hill U.K. Operational 34.3 1 April 2035
Ridge Hill Learning Disabilities
Centre, Stourbridge Health
& Social Care Centre 1 October
(two projects) U.K. Operational 34.3 2031
Harrow NRC (three projects) U.K. Operational 49.8 1 June 2034
Goscote Palliative Care U.K. Operational 49.8 1 November
Centre 2035
South Bristol Community U.K. Operational 33.4 1 February
Hospital 2042
East London LIFT Project U.K. Operational 30.0 1 October
One (four projects) 2030
East London LIFT Project U.K. Operational 30.0 1 April 2033
Two (three projects)
East London LIFT Project
Three
(Newby Place) U.K. Operational 30.0 7 May 2037
East London LIFT Project U.K. Operational 30.0 1 August 2036
Four (two projects)
Other U.K.
Angel Trains U.K. Operational 4.8 31 December
2038
Thames Tideway Tunnel U.K. Construction 15.99 31 March 2150
Australia
Royal Melbourne Showgrounds Australia Operational 100.0 24 August
2031
Long Bay Forensic & Prisons Australia Operational 100.0 19 July 2034
Hospital Project
Reliance Rail Australia Operational 12.75 11 February
2044
Royal Children's Hospital Australia Operational 100.0 31December
2036
Orange Hospital Australia Operational 100.0 21 December
2035
NSW Schools Australia Operational 25.0 31 December
2035
Gold Coast Rapid Transport Australia Mixed 30.0 31 May 2029
Victoria Schools Two Australia Construction 100.0 31 December
2042
North America
Alberta Schools Canada Operational 100.0 30 June 2040
Durham Courts Canada Operational 100.0 24 November
2039
U.S. Military Housing U.S. Operational 0.0(2) 25 October
2052
Europe (ex U.K.)
Diabolo Rail Link Project Belgium Operational 100.0 30 June 2047
Dublin Courts Ireland Operational 100.0 30 June 2035
BeNEX (Bus and Rail) Germany Operational 49.0 31 December
2033
Federal German Ministry
of Education and Research
Headquarters Germany Operational 97.0 31 July 2041
Pforzheim Schools Germany Operational 98.0 11 September
2039
Brescia Hospital Italy Operational 37.0 7 November
2021
----------
1 Risk Capital includes project level equity and/or subordinated shareholder debt
2 Investment contains senior or mezzanine debt in addition to any risk capital ownership shown
CONTACTS
Investment Adviser Auditor Corporate Brokers
Amber Fund Management Ernst & Young LLP Numis Securities Limited
Limited Royal Chambers The London Stock Exchange
1(st) Floor St Julian's Avenue Building
Two London Bridge St Peter Port 10 Paternoster Square
London Guernsey London
SE1 9RA Channel Island EC4M 7LT
GY1 4AF
Registered Office Legal Adviser Public Relations
Heritage Hall Carey Olsen FTI Consulting
PO Box 225, Le Marchant PO Box 98, Carey House 200 Aldersgate
Street Les Banques Aldersgate Street
St Peter Port Guernsey London
Guernsey Channel Islands EC1A 4HD
Channel Islands GY1 4BZ
GY1 4HY
Administrator and Company
Secretary Corporate Banker
Heritage International Royal Bank of Scotland
Fund Managers Limited International
Heritage Hall 1 Glategny Esplanade
PO Box 225, Le Marchant St Peter Port
Street Guernsey
St Peter Port Channel Islands
Guernsey GY1 4BQ
Channel Islands
GY1 4HY
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR DKLFLDXFLBBQ
(END) Dow Jones Newswires
March 30, 2017 02:01 ET (06:01 GMT)
1 Year International Public Par... Chart |
1 Month International Public Par... Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
