Macquarie Infrastructure and Real Assets (MIRA)
STRICTLY CONFIDENTIAL
Macquarie Korea Infrastructure Fund
January 2019
Macquarie Korea Infrastructure Fund Investor Presentation January - - PowerPoint PPT Presentation
Macquarie Infrastructure and Real Assets (MIRA) Macquarie Korea Infrastructure Fund Investor Presentation January 2019 STRICTLY CONFIDENTIAL Important Notice DISCLAIMER This presentation and the information contained herein do not constitute
Macquarie Infrastructure and Real Assets (MIRA)
STRICTLY CONFIDENTIAL
January 2019
PAGE 1 STRICTLY CONFIDENTIAL MACQUARIE DISCLAIMER This presentation and the information contained herein do not constitute any offer, solicitation, or advertisement of the securities of Macquarie Korea Infrastructure Fund (the “MKIF”) and does not constitute ‘solicitation’ as defined under the Financial Investment Services and Capital Markets Act of Korea. The MKIF does not have any intention to, and does not make, directly or indirectly, any
MKIF and Macquarie Korea Asset Management Co., Ltd.(“MKAM”) are not authorised deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia) and their
This presentation is not an offer for sale of the securities of MKIF in the United States except in transactions exempt from the registration requirements of the US Securities Act of 1933 and the US Investment Company Act of 1940. This document may not be distributed in the United States and the Shares will not be offered or sold to persons in the United States. This presentation does not constitute a prospectus or other offering circular, in whole or in part. Any decision to purchase securities in the context of the offering of securities, if any, should be made solely on the basis of information contained in a published prospectus or other offering circular issued by the MKIF in connection with such an offering. This presentation contains certain “forward looking statements.” These forward looking statements that include words or phrases such as the MKIF or its management “believes”, “expects”, “anticipates”, “intends”, “plans”, “foresees”, or other words or phrases of similar import. Similarly, statements that describe the MKIF’s objectives, plans or goals also are forward-looking statements. All such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Such forward-looking statements are made based on management’s current expectations or beliefs as well as assumptions made by, and information currently available to, management. There is no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. Investments in MKIF are subject to investment risk, including possible delays in repayment or loss of income and/or capital investment. Neither MKIF, nor any member of the Macquarie Group companies, including MKAM, guarantees the performance of MKIF, the repayment of capital or the payment of a particular rate of return on MKIF securities.
STRICTLY CONFIDENTIAL
1 MKIF Overview A Leading Infrastructure Fund in Korea Fund Evolution Business Structure Portfolio Summary Concession Term and Government Support Period Financial Position Distribution Investment Highlights 3 4 5 6 7 8 9 10 11 2 2018 Performance Key Performance Financial Results Financial Position Statement Performance of the Toll Road Assets Busan New Port Phase 2-3 (BNP) The New Port Litigation Status 12 13 14 16 17 18 19 20 3 SCH Transaction SCH Transaction Highlights Seoul-Chuncheon Highway Overview SCH Transaction Summary 21 22 23 24 A Appendix 25
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PAGE 4 STRICTLY CONFIDENTIAL MACQUARIE
Domestic institutions 47.6% Retail 26.9% International investors 25.5%
Key Shareholder Groups5
Established in 2002 / Listed on the Korea Exchange in 2006 Market capitalization of KRW ~3.4 trillion1 Invests only in Korea as defined under the Korean PPI Act2 Delivered approximately ~6.7% distribution yield3 in 2018 Issuer credit rating of AA0 (Stable)4
Top Shareholders6
8.2%
7.4%
5.0% * Macquarie Group 3.6%
1. As at 31 January 2019 2. Act on Public Private Partnerships in Infrastructure (“PPI Act”) defines infrastructure sectors including roads, railways, ports, energy, airport, communication, water resources, etc. 3. Distribution yield based on FY2018 closing share price of KRW 9,290 and FY2018 distributions; historical performance does not guarantee future performance 4. Issuer credit rating by NICE Investor Service on 6 April 2018 5. As at 31 December 2018 6. Source: Financial Supervisory Service (over 5% holders and affiliates as at 31 December 2018) 7. Includes Hanwha General Insurance, Hanwha Life Insurance and Hanwha Asset Management
PAGE 5 STRICTLY CONFIDENTIAL MACQUARIE
1st raising (KRW 247.3 bn) 19 investors (17 domestic)
2002 MKIF established 2003 - 2006 Capital raising and investments 2007 - 2016 Active asset and capital management 2006 IPO & Listing
4 investments2 / 4 divestments3 7 fund-level debt refinancing4 10 project company-level refinancing (including securitization)5 5 dispute resolutions6 IPO (KRW 1.0 tn)1 Dual listing on KRX and LSE1
Establishment/Listing
Mandate
(Korean only) Portfolio
(all concessions) Market capitalisation
(KOSPI top 78)
MKIF history
Follow-on offering (KRW 147.2 bn) 2 Investments2 1 fund-level debt refinancing4 3 project company-level refinancing5
2017 - 2018 Share offering Pioneered best practice infrastructure fund management in Korea, serving as an education platform for local financial institutions
Only listed infrastructure fund in Korea / Largest portfolio of toll roads in Asia
1. KRW 0.6 tn = issuance of new shares, KRW 0.4 tn = sale of old shares / MKIF delisted from LSE in March 2016 2. 2008: BNP initial investment & MCB additional investment, 2013: BNP additional investment, 2015: YSE additional investment, 2017: IGB additional investment; 2018: SCH additional investment 3. 2008: New Daegu Busan Expressway, 2010: Seosuwon-Osan Pyungtaek Expressway, 2012: Daegu 4th Beltway East, 2013: Subway Line 9 4. Refer to the disclosures on MKIF website (www.mkif.com) on 14 May 2007; 10 April 2009; 30 November 2009; 19 May 2011; 16 June 2011; 7 February 2014; 26 May 2016; and 11 June 2018 5. Refer to the disclosures on MKIF website (www.mkif.com) on 14 February 2007 (Daegu 4th Beltway East); 7 January 2008 (BYTL); 15 December 2008 (WIC); 26 March 2009 (IGB); 18 March 2010 (CNEC), 18 November 2010 (MCB); 24 August 2015 (NAHC); 23 October 2015 (YSE); 14 January 2016 (WIC); 16 December 2016 (KBICL); 02 January 2017 (MCB), 14 August 2017 (IGB), 28 June 2018 (SCH) 6. Refer to the disclosures on MKIF website (www.mkif.com) on 10 October 2014 (SICL&BYTL); 6 April 2015 (MCB); 3 June 2016 (SICL&BYTL); 10 November 2016 (SICL); and 16 December 2016 (KBICL)
Investment in 14 toll roads & 1 subway line
PAGE 6 STRICTLY CONFIDENTIAL MACQUARIE
MKIF is a holding company of 12 infrastructure project companies Active management of the underlying project companies1 Fund is managed by Macquarie Korea Asset Management Co., Ltd. (“MKAM”) MKIF corporate tax exempted when 90% or more of its distributable earnings is distributed
(As at 31 December 2018) 1. MKIF-invested project companies 2. Out of KRW 250 bn credit facility, KRW 82.6bn is drawn 3. KRW 100 bn, 5-year bond (maturity date of June 2023) and KRW 100 bn, 7-year bond (maturity date of June 2025)
MKIF
Shareholders MKAM (Manager)
Invest Distribute Management Agreement
Corporate Debt
Invests in:
Receives:
Underlying Project Companies Seoul-Chuncheon Highway Co., Ltd. Soojungsan Investment Co., Ltd. Cheonan Nonsan Expressway Co., Ltd. Woomyunsan Infraway Co., Ltd. Baekyang Tunnel Ltd. Kwangju Beltway Investment Co., Ltd. Gyeogsu Highway Co., Ltd. New Airport Hiway Co., Ltd. Kwangju Ring Road Company Ltd. MCB Co., Ltd. Incheon Bridge Co., Ltd. BNCT Co., Ltd.
24.1% 100% 100% 100% 36% 60% 75% 70% 15.83% 64.05% 43.75% 30%
MKIF Shareholding
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BYTL 0.1% KBICL 13.1% NAHC 4.4% SICL 2.8% CNEC 15.9% WIC 1.2% KRRC 2.2% MCB 6.6% YSE 8.9% SCH 9.5% IGB 17.4% BNP 17.9% Toll Road 82.1% Port 17.9%
1. On MKIF investment amount basis 2. Ramp-up (operating life ≤ 10 years and previous year’s average daily traffic volume growth rate ≥ previous year’s CPI growth rate+7%): BNP Growth (previous year’s average daily traffic volume growth rate ≥ previous year’s CPI growth rate+3%, exclusive of the ramp-up assets): KBICL, NAHC, KRRC, MCB, SCH, IGB Mature (previous year’s average daily traffic volume growth rate < previous year’s CPI growth rate+3%): BYTL, SICL, CNEC, WIC, YSE (CPI=consumer price index of Korea as published on www.index.go.kr; 2017 CPI growth rate=1.9%) (As at 31 December 2018)
KRW 1.70 trillion invested and deployed across 12 infrastructure assets in Korea Weighted average age of the portfolio is 12.0 years (out of weighted average concession term of 29.5 years) Ratio of central and local government involvement is 74:261
Portfolio composition by asset1 Portfolio composition by type1 and phase1,2
Asset names Abbrv. Baekyang Tunnel BYTL Gwangju Second Beltway, Section 1 KBICL Incheon International Airport Expressway NAHC Soojungsan Tunnel SICL Cheonan-Nonsan Expressway CNEC Woomyunsan Tunnel WIC Gwangju Second Beltway, Section 3-1 KRRC Machang Bridge MCB Yongin-Seoul Expressway YSE Seoul-Chuncheon Highway SCH Incheon Grand Bridge IGB Busan New Port Phase 2-3 BNP
Equity 25.5% Sub Debt 66.9% Sn Debt 7.6% Ramp-Up 17.9% Growth 53.2% Mature 28.9%
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1. Revenue guarantee and cost compensation payments received from relevant authorities, toll freeze compensations related to the CPI growth, etc. 2. Government support and early termination payment provisions vary for each concession 3. Project companies have the right to receive payments if the relevant concession agreement is terminated prior to expiration of the concession term, including termination due to events attributable to the concession company, the relevant authority, or for events of force majeure (As at 31 December 2018)
Weighted average remaining life of ~18 years under the concession agreements 10 toll road companies are entitled to receive government support payments1 from their respective authorities for next ~6 years on average All underlying project companies are protected under the early termination support payment provision
Early termination support payment2,3 2000 2005 2010 2015 2020 2025 2030 2035 2040 2045 Gwangju 2nd Beltway Sec 1 (L) Baekyang Tunnel (L) Busan New Port Phase 2-3 (C) Yongin-Seoul Expressway (C) Incheon Grand Bridge (C) Seoul-Chuncheon Highway (C) Machang Bridge (L) Soojungsan Tunnel (L) Cheonan-Nonsan Expressway (C) Woomyunsan Tunnel (L) Gwangju 2nd Beltway Sec 3-1 (L) Incheon Int’l Airport Expressway (C) Government support payment period2 Concession term2 Relevant Authority (C) Central government (L) Local government
Weighted average concession term ~18 years Weighted average support payment period ~6 years Present
2000 2025 2001 2028 2001 2030 2002 2027 2002 2032 2004 2034 2004 2034 2008 2038 2009 2039 2009 2039 2009 2039 2011 2041 2020 2022 2019 2024 2024
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(As at 31 December 2018) 1. MKIF debt ceiling under PPI Act improved to KRW 544.7 bn post the capital raising in 3Q 2017, which resulted in the increase of MKIF capital from KRW 1,671 bn to KRW 1,816 bn 2. Average remaining maturity of external debt of the underlying project companies based on MKIF equity ownership 3. External debt of the underlying project companies is defined as the total debt of the underlying project companies minus: (i) borrowing from MKIF; (ii) borrowing from third parties with the same term as MKIF’s; (iii) borrowing of which default risk and redemption obligation have been transferred to the relevant authority as a result of restructuring 4. Proportionately consolidated MKIF cash and cash equivalents (inclusive of MKIF cash and cash equivalents of KRW 19.1 bn) 5. Proportionately consolidated MKIF net debt / (proportionately consolidated MKIF net debt + average MKIF market capitalization for the previous 3 months) 6. Outstanding external debt balance of the underlying project companies based on respective MKIF equity ownership, assuming absence of additional restructuring or new investment
MKIF debt capped at 30% of its capital under PPI Act1, with the current outstanding debt at KRW 282.6 billion out of KRW 450 billion limit under the existing loan agreements
Weighted average interest rate of MKIF debt is 3.20%, and remaining average maturity is ~2.5 years Project company-level debt is on the decline as senior debts are redeemed, and average remaining maturity2 of external debt3 is ~6.5 years
GEARING5
EXTERNAL DEBT AVERAGE MATURITY3
ears
CASH4
KRW RW 287.
Project company-level
(KRW bil)
100 200 300 400 500 600 700 800 2018 2023 2028 2033 2038 2043
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1.
Distribution amount is treated as dividend income and is tax payable under the relevant Korean law. Investors are advised to consult their own tax advisors for the appropriate tax treatment of the distribution
2.
Past result does not guarantee future performance
3.
Includes over-distribution amount
4.
FY2017 aggregated distribution per share of KRW 540 is lower than FY2017 earnings per share of KRW 557 due to the dilution effect from the issuance of new shares
Distribution history2
Distribution is paid semi-annually (record dates at the end of June and December) Distribution floor is higher of taxable income or 100% of distributable accounting income to maintain tax exempt status 2018 second half distribution of KRW 312 per share1 (total amount of KRW 108.9 billion) will be paid on 28 February 2019
(KRW / share) Total distribution Normalized profit One-off income3 One-off loss3
1H 210 1H 193 1H 210 1H 200 1H 250 1H 310 2H 303 2H 225 2H 254 2H 200 2H 290 2H 312
100 200 300 400 500 600 700 2013 2014 2015 2016 2017 2018
418 400 513 464
370 48 457 (57) 360 153 497 (33)
5404
540 622
622
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1. Conceptual diagram, assuming the current portfolio remains unchanged; may be different from actual cash flow
Macquarie-managed fund Active asset management using experience and expertise in the infrastructure sector Stable income structure of project companies Predictable cash flow and income to MKIF
Maximize portfolio value Provide sustainable distribution
Increase Shareholder Return MKIF is structured to deliver long-term cash flow and income to investors via stable and growth-embedded portfolio
MKIF Strategy Project Company’s Cash Flow1
Sub-debt service Senior debt service Dividend to shareholders Revenue OPEX & CAPEX
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PAGE 13 STRICTLY CONFIDENTIAL MACQUARIE
Improvements in revenue and net income, stable traffic performance
the previous corresponding period (“pcp”)
Continued throughput volume growth for Busan New Port Phase 2-3 (“BNP”)
2H 2018 distribution
based on the record date of 31 December 2018
Revision of manager compensation
the manager compensation by reducing the rate of base management fee to a flat 85bps and removing the performance fee
Refinancing of corporate credit facility
180bps for the purpose of refinancing MKIF’s existing credit facility
Additional investment in and refinancing of Seoul-Chuncheon Highway Co., Ltd.
Issuance of fixed-rate corporate bonds
100 billion, 5-year tranche at 2.980% and a KRW 100 billion, 7-year tranche at 3.205%. Proceeds were used to retire the previous fixed-rate bonds.
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2018 net income was relatively higher due to the increases in interest income (Incheon Bridge Co., Ltd. and Seoul- Chuncheon Highway Co., Ltd.) and dividend income1
2018 (Jan – Dec) 2017 (Jan – Dec) % Change Revenue 261,615 240,047 9.0% Interest income 195,810 177,785 Dividend income1 65,553 61,543 Other income 252 719 Expenses 53,903 52,783 2.1% Management fee 38,495 36,538 Interest expense 9,831 13,408 Other fees and expenses 5,577 2,837 Net income 207,712 187,264 10.9% Normalised net income2 207,712 187,264 10.9% EPS (KRW per share)3 595 557 Normalised EPS (KRW per share)2,3 595 557
1. 2018 YTD: dividend income of KRW 31.3 bn from NAHC, KRW 34.2 bn from CNEC / 2017 YTD: dividend income of KRW 38.5 bn from NAHC, KRW 23.0 bn from CNEC 2. Excludes one-off items: no one-off items in 2018 nor 2017 3. 2018: based on 349,044,336 shares outstanding / 2017: based on 336,084,436 shares outstanding (weighted average of 331,459,341 shares for pre follow-on offering period (269 days) and 349,044,336 shares for post follow-on offering period (96 days)) (audited financial information)
(Unit: KRW million)
Non-consolidated – 2018 and 2017
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4Q 2018 net income was relatively higher mainly due to the increase in interest income (Seoul-Chuncheon Highway Co., Ltd.)
4Q 2018 (Oct – Dec) 4Q 2017 (Oct – Dec) % Change Revenue 51,403 48,076 6.9% Interest income 51,384 47,888 Dividend income1
19 188 Expenses 14,477 12,768 13.4% Management fee 9,497 9,320 Interest expense 2,573 2,837 Other fees and expenses 2,407 611 Net income 36,926 35,308 4.6% Normalised net income1 36,926 35,308 4.6% EPS (KRW per share) 106 101 Normalised EPS (KRW per share)1 106 101
1. Excludes one-off items: no one-off items in 4Q 2018 nor 4Q 2017
(Unit: KRW million)
Non-consolidated – 4Q 2018 and 4Q 2017
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31 December 2018 31 December 2017 Assets Invested Assets 1,729,719 1,755,723 Cash & deposits 19,109 37,612 Loans 1,267,993 1,227,477 Equity securities 442,617 490,634 Others 415,286 357,968 Interest receivable 409,335 347,795 Other receivables 2,650 2,824 Deferred costs, net 1,884 2,492 Prepayment 1,417 4,857 Total Assets 2,145,005 2,113,691 Liabilities Accounts Payable
Management fee payable 9,497 9,320 Long-term debt 82,634
199,409 249,919 Other liabilities 6,937 6,209 Total Liabilities 298,477 265,449 Shareholders’ Equity Share capital 1,815,615 1,815,615 Retained earnings (accumulated deficit) 30,913 32,627 Total Shareholders’ Equity 1,846,528 1,848,242 Total Liabilities and Shareholders’ Equity 2,145,005 2,113,691
Non-consolidated – as at 31 December 2018 and 31 December 2017
CHANGE OF INVESTMENT Project Company Item 2018 KBICL Senior Debt (11,175) KRRC Senior Debt (8,134) SICL Sub Debt (7,260) SICL Senior Debt (7,195) SCH Equity (48,017) SCH Sub Debt 74,327 Total* (7,454)
(Unit: KRW mil) * Excludes BYTL loan amortization of KRW 47 million
PAGE 17 STRICTLY CONFIDENTIAL MACQUARIE 1. Toll exemption was imposed by the Government during three-day Lunar New Year holiday season in February and three-day Korean Thanksgiving holiday season in September 2018 (in 2017, it was imposed
performance than the volume during 2018 on pcp 2. BYTL and SICL also imposed toll exemption, but revenue was recognized in 2018 as the relevant government authority had provided immediate confirmation on traffic volume and compensation amount 3. On a weighted average basis based on the revenue size and MKIF equity ownership in each project company
Key highlights for 2018 include:
2018 4Q 2018 Average daily traffic volume Average daily revenue Average daily traffic volume Average daily revenue Vehicles/day % change yoy KRW1,000/day % change yoy Vehicles/day % change yoy KRW1,000/day % change yoy Baekyang Tunnel2 76,796 (2.1%) 63,292 (2.2%) 77,879 0.0% 64,326 0.1% Gwangju 2nd Beltway, Section 1 55,139 4.3% 58,169 4.2% 57,502 6.2% 60,797 6.5% Incheon International Airport Expressway1 88,640 8.1% 438,171 6.6% 90,219 7.2% 453,721 10.5% Soojungsan Tunnel2 48,840 (1.8%) 44,641 (1.8%) 49,727 0.3% 45,519 0.4% Cheonan-Nonsan Expressway1 53,276 0.9% 441,927 (0.5%) 53,751 0.0% 458,671 4.9% Woomyunsan Tunnel 34,464 12.2% 75,116 12.6% 36,872 12.8% 80,458 13.1% Gwangju 2nd Beltway, Section 3-1 49,364 6.0% 52,863 6.1% 51,992 6.5% 55,753 6.7% Machang Bridge1 39,026 (0.5%) 84,888 (1.9%) 39,724 (2.4%) 88,455 2.0% Yongin-Seoul Expressway1 94,002 1.9% 149,787 1.1% 98,046 5.9% 158,225 8.8% Seoul-Chuncheon Highway1 53,347 5.2% 304,018 (6.3%) 52,250 2.2% 293,877 (7.1%) Incheon Grand Bridge1 52,339 9.4% 239,679 (0.1%) 53,200 8.8% 247,308 13.3% Weighted average growth rate3 3.7% 0.7% 3.6% 6.2%
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23.4 54.8 68.7 72.1 91.6 105.1 113.6 116.7 7.1 22.6 25.5 44.7 50.6 53.7 54.0 0.5 1.2 1.4 1.4 1.6 2.0 2.3 2.4
0.0 0.5 1.0 1.5 2.0 2.5 20 40 60 80 100 120 140 160 180 2012 2013 2014 2015 2016 2017 2018 2019E
Revenue EBITDA Volume
1. Actual performance may vary from the forecast provided by BNP
1
BNP historical results and 2019 target BNP performance
(KRW bn) (TEU mil)
BNP handled 2.35 million TEU during 2018, a growth of 15.8% on pcp, recording a historical high annual throughput Revenue and EBITDA increased by 8.1% and 6.2% during 2018 compared with pcp, recording KRW 113.6 billion and KRW 53.7 billion, respectively. EBITDA margin was ~47% 2018 EBITDA margin slightly decreased on pcp mainly due to (i) reduction in tariff driven by the reformation of the shipping alliances since April 2017, (ii) lower revenue per TEU as a result of the higher transshipment volume in 2018, and (iii) higher fuel and electricity costs In 2019, BNP targets1 to achieve handling volume of 2.36 million TEU, revenue of KRW 116.7 billion and EBITDA of KRW 54.0
challenges that would constrain a full utilization of its capacity as a result
additional yard cranes to be in operation by 1H 2020, which is expected to increase BNP’s maximum annual capacity to ~2.60 million TEU
an increase in expenses budgeted for replacement of certain major equipment parts that typically recur every seven years
Annual For the Quarter 2018 2017 Change
4Q 2018 4Q 2017 Change
Volume (TEU million) 2.35 2.03 15.8% 0.61 0.54 12.2% Revenue (KRW billion) 113.6 105.1 8.1% 29.3 26.7 9.9% EBITDA (KRW billion) 53.7 50.6 6.2% 14.6 11.8 23.6% EBITDA margin (%) 47.2% 48.1% (0.9%p) 49.8% 44.2% 5.6%p
PAGE 19 STRICTLY CONFIDENTIAL MACQUARIE
FY2018 BNP New Port1 North Port1 Container terminals (“CTs”) in operation
(New Port Terminal)
5 Terminals 3 Terminals Handling capacity of CTs1 (TEU p.a.) 2.5 mil 15.2 mil 7.0 mil Actual volume3 2.35 mil 14.6 mil 7.0 mil Volume Growth
15.8% 8.4% (0.5%) Capacity utilisation rate of CTs (%) 94.0% 95.9% 99.7% Busan Port market share4 11% 68% 32%
(TEU mil )
5 container terminals of the New Port handled 14.6 million TEU of container throughput volume in 20181 Busan Port Authority announced Busan Port’s overall handling volume target of 22.5 million TEU for 2019, a ~3.8% growth from pcp2 Only BNP has the capacity to handle additional volume and make expansion among the five terminals in the New Port
Busan Port performance highlights Historical performance of the New Port (2012-2018)3
1. Source: Busan Port Authority 2. Based on the Busan Port Authority forecast (http://www.nocutnews.co.kr/news/5081718) 3. Source: BNP’s volume includes shifting; New Port’s and North Port’s volumes are compiled by Busan Port Authority and do not include shifting 4. Based on 2018 volume
9.4 11.0 12.0 12.9 12.9 13.5 14.6 3.3 1.9 1.9 1.5 2.1 1.6 0.6 74.4% 85.0% 86.1% 89.8% 86.1% 89.3% 95.9% 0% 20% 40% 60% 80% 100% 120% 0.0 5.0 10.0 15.0 20.0 2012 2013 2014 2015 2016 2017 2018 Volume (LHS) Surplus Capacity (LHS) Capacity Utilization (RHS) (Utilisation rate)
PAGE 20 STRICTLY CONFIDENTIAL MACQUARIE 1. On MKIF investment amount basis 2. BYTL: KRW 13.1 bn (toll compensation); SICL: KRW 4.7 bn (minimum revenue support and toll compensation)
Project Company % of MKIF portfolio1 Case Previous results Current status Baekyang Tunnel Ltd. (BYTL) / Soojungsan Investment
(SICL) 0.1% / 2.8% Administrative order to reinstate the capital structure at the time of the concession agreement signing Busan High Court has ruled in favour or both BYTL and SICL in June 2016 Busan Metropolitan City appealed the case to the Supreme Court Claim of overdue payments2 Baekyang Tunnel
Court in January 2019 Case remanded to Busan High Court Soojungsan Tunnel
2016
November 2016
2019 Case closed
On 31 January 2019, the Supreme Court has made the rulings on the overdue support payment lawsuits filed by BYTL and SICL The update on the litigation regarding BYTL and SICL are summarized in table below
(As at 31 January 2018)
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PAGE 22 STRICTLY CONFIDENTIAL MACQUARIE
Transaction highlights
MKIF increases its ownership in the SCH equity and invests in the new sub-debt tranche
Seoul-Chuncheon Highway
Seoul-Chuncheon Highway provides a vital travel route to air and recreational travelers and commuters
changes and equity capital redemption, and to effectuate (iii) a reduction in the toll fare of Seoul-Chuncheon Highway (together the “Transaction”)
– Acquisition of 3.6% equity interest2 at a price of KRW 15.4 billion from the three existing shareholders with the aggregate shareholding of 15.00% – Investment of KRW 74.3 billion in the new sub-debt – KRW 63.4 billion from the capital redemption of SCH is recycled back into the Investment
development in the adjacent areas (Gyeonggi Province)
winter leisure traffic that bypass Seoul-Chuncheon Highway to east-coast destinations (Pyeong Chang, etc.)
1. Refer to the disclosure on 28 Jun 2018 on MKIF website (www.mkif.com) 2. MKIF shareholding in SCH expected to become 15.83% post the disproportionate capital redemption
PAGE 23 STRICTLY CONFIDENTIAL MACQUARIE
FY2018 Performance1
Long concession
Proven track record
Downside protection
Growth potential
Province & East Sea and bypassing traffic
Annual average daily traffic 53,347 vehicles Toll Revenue2 KRW 112.7bn EBITDA Margin 82%3
Amended concession agreement effectuated toll fare reduction
80%+ margin for Nine consecutive years
Asset Overview
Hanam Misa Nami Island Seoul Gyeonggi Province Gangwon Province East Sea
SCH
Pyeong Chang 1. Historical performance is not an indication or guarantee of future performance 2. Toll revenue excluding ancillary revenue and government support payment
3. Based on the unaudited financial statements
PAGE 24 STRICTLY CONFIDENTIAL MACQUARIE
1. 2.18% as at 28 June 2018 (KOFIA) 2. Small vehicle, mini truck, and passenger vehicle with less than 16 seats; toll fare based on the entire highway (source: Ministry of Land, Infrastructure and Transport press release on 12 Apr 2018)
Senior debt refinancing
– Senior loan (fixed): 6.52% p.a. → 4.30% p.a. (▼~222bps) – Senior loan (floating): 1-yr corp. bond AA-1 + 1.65% → floating removed
Sub-debt (No change)
New sub-debt
Share purchase & equity capital redemption
held by the three existing shareholders
– Equity capital was repurchased by SCH funded by the proceeds from new sub-debt
Toll reduction
Senior (fixed) 100% / 465bn Senior (floating) 78% / 378bn Senior (fixed) 22% / 108bn Other lenders 77% / 245bn MKIF 15% 10 others 85% MKIF 15.83% 7 others 84.17%
No Change
MKIF 23% / 74bn
Other lenders 50% / 87bn MKIF 50% / 87bn
N/A Pre-Transaction Post-Transaction
STRICTLY CONFIDENTIAL
PAGE 26 STRICTLY CONFIDENTIAL MACQUARIE
1. Effective from 1 April 2019; fee rate of 1.10% (for NIV in excess of KRW 1.5 trillion) ~ 1.25% (for NIV equal to or below KRW 1.5 trillion) p.a. is applied to NIV of MKIF until 31 March 2019 From 1 July 2018, there is no performance fee 2. Based on volume weighted average trading price for the quarter
Base Management Fee2 0.85 p.a. of (Net Investment Value (*NIV) + Commitment) of MKIF Commitment means all amounts that MKIF has firmly committed for future investment; commitment is nil as at 31 December 2018 Base Management Fee is calculated and paid on a quarterly basis * NIV for any quarter equals: The average market capitalisation2 of MKIF over all trading days in the quarter Market capitalization is adjusted down by MKIF net debt (debt minus cash & cash equivalents) when net debt is a negative figure
PAGE 27 STRICTLY CONFIDENTIAL MACQUARIE Revenue Cap1 Forecast Revenues2 Actual Revenue MRG1,3
Relevant government authorities compensate the shortfall Relevant government authorities extract the excess portion Revenue
Minimum Revenue Guarantee (MRG) Mechanism
(Conceptual Diagram)
Time
Inflation-linked revenue support MRG line tracking the forecast revenue line (typically 70~90% below forecast revenue) Korea’s sovereign rating as at 31 December 2018:
1. MRG and revenue caps vary across assets 2. Forecast revenues set out in the Concession Agreement 3. In two of 10 MRG assets, no revenue guarantee applies if actual revenue falls below 50% of the toll revenue forecast
PAGE 28 STRICTLY CONFIDENTIAL MACQUARIE
(Unit: KRW mil) 1. Revenue compensation and other compensations from the relevant government authority are reflected on accrued basis, not on cash basis (therefore is different from revenue stated in audit report) 2. Net debt = external debt – cash & cash equivalents 3. For calculation of net debt, Shareholder Debt A backed by the relevant authority and cash balance of Surplus Income Account (which is overseen by the relevant authority) were excluded 4. For calculation of net debt, the senior loan backed by the relevant authority was excluded 5. On a proportionate average basis based on MKIF’s equity interest in each project company
2018 2017
Project Company Adjusted
revenue1 OPEX Adjusted EBITDA1 Net debt2 EBITDA margin Net debt to EBITDA Adjusted
revenue1 OPEX Adjusted EBITDA1 Net debt2 EBITDA margin Net debt to EBITDA Baekyang Tunnel Ltd. 27,784 (5,317) 22,467 81,767 80.9% 3.6x 27,582 (4,484) 23,098 93,186 83.7% 4.0x Kwangju Beltway Investment Co., Ltd. 47,701 (7,018) 40,683 (8,507) 85.3% (0.2x) 39,555 (6,293) 33,262 (552) 84.1% (0.0x) New Airport Hiway Co., Ltd. 252,973 (31,230) 221,743 (63,752) 87.7% (0.3x) 239,990 (29,861) 210,130 (31,698) 87.6% (0.2x) Soojungsan Investment Co., Ltd. 24,490 (4,794) 19,696 (7,315) 80.4% (0.4x) 24,199 (4,615) 19,584 (2,941) 80.9% (0.2x) Cheonan Nonsan Expressway Co., Ltd. 238,652 (34,090) 204,563 (234,525) 85.7% (1.1x) 221,242 (34,371) 186,871 (201,491) 84.5% (1.1x) Woomyunsan Infraway Co,. Ltd.3 27,403 (4,944) 22,459 (7,785) 82.0% (0.3x) 24,350 (4,086) 20,264 (4,705) 83.2% (0.2x) Kwangju Ring Road Company Ltd. 22,245 (7,735) 14,509 (2,320) 65.2% (0.2x) 21,579 (5,462) 16,118 (2,804) 74.7% (0.2x) MCB Co. Ltd.4 34,136 (5,791) 28,345 (5,426) 83.0% (0.2x) 35,941 (8,649) 27,292 (4,473) 75.9% (0.2x) Gyeongsu Highway Co., Ltd. 55,641 (14,132) 41,509 349,590 74.6% 8.4x 54,448 (13,138) 41,310 364,013 75.9% 8.8x Seoul-Chuncheon Highway Co., Ltd. 134,780 (24,626) 110,154 412,584 81.7% 3.7x 129,307 (24,091) 105,215 441,801 81.4% 4.2x Incheon Bridge Co. Ltd. 98,795 (18,358) 80,436 372,618 81.4% 4.6x 92,898 (17,440) 75,458 396,804 81.2% 5.3x BNCT Co., Ltd. 113,632 (59,954) 53,678 438,460 47.2% 8.2x 105,095 (54,646) 50,449 471,449 48.0% 9.3x Proportionate average5 496,472 (96,177) 400,295 489,975 80.6% 1.2x 466,229 (91,678) 374,552 579,019 80.3% 1.5x
PAGE 29 STRICTLY CONFIDENTIAL MACQUARIE
Project Company Abbrev. Equity Ownership (%) Subordinated Debt Senior Debt Total Baekyang Tunnel Ltd. BYTL 1.2 100.0
2.4 Kwangju Beltway Investment Co., Ltd. KBICL 33.1 100.0 85.22 104.3 222.6 New Airport Hiway Co., Ltd. NAHC 23.6 24.1 51.7
Soojungsan Investment Co., Ltd. SICL 47.1 100.0
Cheonan Nonsan Expressway Co., Ltd. CNEC 87.8 60.0 182.3
Woomyunsan Infraway Co,. Ltd. WIC 5.3 36.0
20.3 Kwangju Ring Road Company Ltd. KRRC 28.9 75.0
38.2 MCB Co. Ltd. MCB 33.8 70.0 79.0
Gyeongsu Highway Co., Ltd. YSE 51.5 43.75 99.6
Seoul-Chuncheon Highway Co., Ltd. SCH 0.6 15.83 161.7
Incheon Bridge Co. Ltd. IGB 54.4 64.05 241.0
BNCT Co., Ltd. BNP 66.4 30.0 237.63
Total 433.7 1,138.1 129.8 1,701.6 Percentage (%) 25.5% 66.9% 7.6% 100%
(Units: KRW bn, %)
(As at 31 December 2018) 1. Based on MKIF investment amount 2. Includes KRW 3.2 bn working capital facility and KRW 50 bn new shareholder loan 3. Includes KRW 44.6 bn working capital facility
PAGE 30 STRICTLY CONFIDENTIAL MACQUARIE Asset Relevant Authority Concession Term Concession Term Remaining Support Payment Duration Support Payment Duration Remaining Revenue Guarantee Threshold1 Revenue Cap Threshold1,2 Remarks Baekyang Tunnel Busan Metropolitan City 25.0 6.0 25.0 6.0 90% 110% Gwangju 2nd Beltway, Section 1 Gwangju Metropolitan City 28.0 10.0 28.0 10.0 Investment cost compensation Target cash flow of the concessionaire guaranteed Incheon International Airport Expressway MOLIT3 30.0 12.0 20.0 2.0 80% 110% Partial revenue sharing in excess of 80% to 110% level Soojungsan Tunnel Busan Metropolitan City 25.0 8.3 25.0 8.3 90% 110% For toll revenue below 90%, Busan Metropolitan City is obligated to compensate 91.5% of the shortfall amount Cheonan-Nonsan Expressway MOLIT 30.0 14.0 20.0 4.0 82% 110% Partial revenue sharing in excess of 82% to 110% level Woomyunsan Tunnel Seoul Metropolitan City 30.0 15.0 N/A As part of the capital restructuring transaction completed in Jan 2016, MRG provision was removed Gwangju 2nd Beltway, Section 3-1 Gwangju Metropolitan City 30.0 15.9 30.0 15.9 90% 110% Machang Bridge GSND3 30.0 19.5 30.0 19.5 75.78% 100% Revenue guarantee applies to MCB account4 50:50 revenue sharing with relevant authority in excess of expected revenue at 100% level Yongin-Seoul Expressway5 MOLIT3 30.0 20.5 10.0 0.5 70% 130% Seoul-Chuncheon Highway5 MOLIT3 30.0 20.6 15.0 5.6 70%/60% 130%/140% Revenue threshold change: 70% / 130% until 10 August 2019 60% / 140% from thereon to 2024 Incheon Grand Bridge MOLIT3 30.0 21.8 15.0 5.8 80% 120% Busan New Port Phase 2-3 MOF3 29.3 22.2 N/A Weighted average6 29.5 17.5 16.1 5.5
(As at 31 December 2018) 1. % of annual concession agreement projected revenue 2. Relevant government authorities are entitled to receive the portion exceeding the threshold 3. MOLIT (Ministry of Land, Infrastructure and Transport) / GSND (Gyeongsang Namdo Government) / MOF (Ministry of Oceans and Fisheries) 4. Refer to the disclosures on MKIF website (www.mkif.com) on 2 January 2017 for detailed information on MCB restructuring 5. No revenue guarantee applies if actual revenue is below 50% of the annual concession agreement projected revenue 6. Weighted average based on MKIF investment amount
PAGE 31 STRICTLY CONFIDENTIAL MACQUARIE
1. As at 31 March 2018 2. Based on FY2018 (1 April 2017 – 31 March 2018) net profit contribution based on managerial accounting basis
Macquarie Group Limited
Macquarie Capital (MacCap) Commodities and Global Markets (CGM) Banking and Financial Services (BFS) Corporate and Asset Finance (CAF)
Total AUM: $A498 billion1
Macquarie Specialised Investment Solutions (MSIS) Structured Products Macquarie Investment Management (MIM) Equities and Fixed Income Portfolios Macquarie Infrastructure and Real Assets (MIRA) Infrastructure, Real Estate, Agriculture and Energy
Contribution to Macquarie Group Net Profit2
Macquarie Asset Management 33%
Corporate and Asset Finance 24% Banking and Financial Services 11% Macquarie Capital 14% Commodities and Global Markets 18%
PAGE 32 STRICTLY CONFIDENTIAL MACQUARIE
1. As at 31 March 2018 USA
Atlantic Aviation Bayonne Energy Center Broadrock Renewables Cleco Corporation Dulles Greenway Elizabeth River Tunnels Goethals Bridge InSite International-Matex Tank
Terminals
Canada
Autoroute 25 Fraser Surrey Docks GFL Environmental Halterm Limited
South Korea
Baekyang Tunnel Busan New Port Phase 2-3 Cheonan-Nonsan Expressway D’LIVE Daegil Industry / Daegil Environment Daejon Cogeneration Gwangju 2nd Beltway Section 1 Gwangju 2nd Beltway Section 3-1 Incheon Grand Bridge Incheon International Airport Expressway Jinju Koentec Machang Bridge Saehan Environment Co. Seoul-Chuncheon Expressway Soojungsan Tunnel United Terminal Korea Limited Woomyunsan Tunnel Yeongyang Wind Power Yongin-Seoul Expressway Youngduk Wind Power
Philippines
Energy Development Corporation GNPower Kauswagan Ltd LRT Metro 1 Negros Island Solar Power Inc NLREC Wind Farm Philippine Coastal Storage & Pipeline San Carlos Solar Energy
China
Enfi Dalian wastewater company A petro-chemical storage portfolio Nationwide Solar Power Platform Nanjing Port Terminal Shanghai Sineng Shenyang water company Shenyang wastewater company Shenyang West wastewater company Tianjin Port Terminal Leaf River Gas Storage Lordstown Energy Center Maher Terminals MIC Hawaii MIC Renewable Energy
Holdings
NYK Ports Penn Terminals Puget Energy Red Hills Solar WCA Waste
North America Asia
Mexico
Concesionaria Universidad
Politécnica
Decarred Mexican Tower Partners Parque Solar Coahuila San Rafael HydroGen
India
Adhunik Power and Natural
Resources
Ashoka Concessions GMR Airports Gujarat Roads Hindustan Clean Energy Ltd Ind-Barath Energy MB Power Soham Renewable Energy Swarna Tollways Private
Limited
Viom Networks
Singapore
Universal Terminal Oiltanking Singapore Chemical
Japan
Central Tank Terminal
Europe
Spain
Empark Aparcamientos y Servicios S.A Compania Logistica de Hidrocarburos Viesgo
Sweden
Arlanda Express
Austria
Energie Steiermark AG
Belgium
Brussels Airport
Czech Republic
Ceske Radiokomunikace Czech Gas Networks
Finland ■ Elenia Oy France
APRR Pisto SAS Renvico
Germany
Open Grid Europe TanQuid Techem Warnow Tunnel
Italy
Hydro Dolomiti Renvico Societa’ Gasdotti Italia S.p.A
Poland
DCT Gdansk INEA TanQuid
Portugal
Viesgo
Russia
Brunswick Rail GSR Energy Investments OGK-5 Russian Towers
Slovakia
Towercom EP Infrastructure
Roads & Rail Renewable Energy Other Transport Services Communications Airports Energy Utilities Waste UK
AGS Airports Arqiva Cadent Condor Group Galloper Gwynt y Mor Lincs Lynn and Inner Dowsing (2) Race Bank Rampion Rhyl Flats Sheringham Shoal Westermost Rough
Australia
Axicom Group Endeavour Energy Genesee & Wyoming Australia Hobart International Airport Prospect Water SA Land Services
Australia & New Zealand
New Zealand
Oceania Healthcare