Financial Results for 12 months to 31 December 16

Pure Gym continues rapid expansion as clear UK industry leader

Financial Results for 12 months to 31 December 2016

 

  • 38 new/converted gyms opened, including 18 LA Fitness conversions, taking the year-end total to 170 Pure Gyms which has since progressed to 174 as of the end of February;
  • 41% growth in EBITDA and 28% growth in revenue despite several LA Fitness gyms being closed for conversion at times during the year;
  • 23% growth in members to 822,000, a third with no previous gym membership and nearly double the next largest participant in the UK gym market;
  • Membership growth has continued to be very strong in early 2017 with over 930,000 members as of the end of February – an increase of over 100,000 since the year end;
  • Converted LA Fitness sites performing very well as Pure Gyms with many showing outstanding uplifts in member numbers, revenue and profit performance;
  • Excellent outlook for the future with strong pipeline of new sites and further investment in technology and marketing that will support revenue and profit growth.

 

 

2016[1]

 

2015

 
Change (%)

Revenue (£’000)

159,937

125,201

+ 28%

Group EBITDA[2] (£’000)

39,524

27,989

+ 41%

Gyms (trading as Pure Gym)

Gyms (trading as LAX / LA Fitness)[3]

170

2

132

24

+ 29%

 

Members

822,000

670,000

+ 23%

 

March 30 2017, London – Pure Gym, the UK’s largest gym operator today announces strong annual results for 2016 with excellent growth in members, revenue and profits.

 

The Group’s ongoing expansion and popular offering of affordable, flexible and high-quality gyms, continues to appeal to people across the country with membership growing by 152k to 822k over the year. Over a third of the new members indicated that they have not been gym members before, demonstrating the group’s continued success in widening access to fitness as well as winning market share from ‚old style’ operators. The impressive membership growth has continued into 2017 with over 100,000 members joining Pure Gym by the end of February – over 13% net growth since YE 2016.

 

Revenues grew 28% to £159.9m and group EBITDA exceeded management expectations, growing by 41%. This was despite the temporary closure and loss of revenue associated with converting 18 LA Fitness sites to the Pure Gym format.

 

2016 saw another year of significant site expansion with Pure Gyms now located right across the UK. This scale delivers significant commercial benefits, giving Pure Gym a very attractive multi-site offering to members and makes the company an increasingly popular counterparty for landlords wanting a strong covenant, from a business with outstanding, long term prospects. Pure Gym sites are increasingly popular in retail parks and shopping centres with both owners and retail outlets benefitting from increased footfall as gym users come and go during the week. The business’ growth also creates economies of scale by lowering operating costs and supporting larger, more sophisticated marketing campaigns.

 

Commenting on the results, Humphrey Cobbold, Chief Executive, said:

 

„Thanks to the hard work of our exceptional colleagues across the country, Pure Gym consolidated its leadership position in 2016 and we now have an enviable spread of sites across the UK, including 40 in the London area. Almost a million people currently enjoy our affordable and flexible offer and we’ve introduced a variety of different membership options to suit a wide range of personal circumstances.

 

No operator in the history of the gym and fitness sector in the UK has ever achieved this scale of membership and we are passionately pursuing our vision of making great fitness opportunities and facilities available for everybody in the country. For 2017, expansion remains our priority with four new gyms open already and plans for 20 to 25 openings this year in total. Despite our size, we retain a ‚challenger brand’ entrepreneurial spirit with a relentless focus on ensuring our offer appeals to 21st century consumers who want quality and value for money, the flexibility of a no contract offer and facilities they actually use.”

 

The company’s investment in technology – led by a strong team of in-house software developers with over 120 years of combined, relevant experience – remains a focus both to enhance the member experience and more efficiently manage the business. Based on this technology capability, Pure Gym is developing increasingly sophisticated yield management capabilities akin to hotels or airlines. This allows the business to respond to patterns of site usage by flexing the member price and offer as well as improving both member experience and profitability. Yield management has been particularly effective at supporting like for like performance in mature gyms[4].

 

The company’s profile and brand recognition continued to grow in 2016, driven by three successful national TV advertising campaigns featuring our brand ambassador Sir Chris Hoy – the six times Olympic Champion. Analysis of these campaigns confirmed an excellent return on investment through growing brand awareness, which encouraged people to trial our offer and prompted new joiners.

 

On the outlook for 2017 and beyond Mr Cobbold commented:

 

„Pure Gym’s impressive expansion continues and the scope for further growth is considerable. Half of our sites are under two years old and so they offer significant further growth potential. We therefore expect 2017 to be another year of healthy progression for all the key performance indicators – volume, yield, revenue, profits and cashflow. Looking further ahead we are excited about the potential of the business in a market where Pure Gym benefits from being the clear leader and in which value gyms still represent under 10% of the number of facilities in the UK and Pure Gym’s share of facilities is still only in the low single digits.

 

The structural trends underpinning our growth are intensifying: technology continues to disrupt established sectors and in the gym market consumers are increasingly health aware but want the ability to be active when it suits them at an affordable price.  Pure Gym intends to remain in the forefront of these structural trends and developments by continuing to invest and expand the range of options it offers the people of the UK and beyond.”

 

ENDS

 

Media Enquiries: Teneo Blue Rubicon – Robert Morgan/Ben Ullmann, 020 7420 3140

 

Notes to editors

 

1.   Pure Gym is the UK’s leading gym operator providing low-cost and high-quality fitness facilities for more than 930,000 members spread across 176 sites. Pure Gym was founded in 2008 and pioneered the model for affordable, flexible, high-quality fitness clubs in the UK. Members pay monthly and have no contract commitment. Most of its gyms are open 24 hours a day across the UK and offer a full range of top of the line equipment including cardiovascular equipment, fixed-resistance and free weights. Each gym offers over 220 pieces of fitness equipment and up to 80 group exercise classes each week delivered by around 2,000 personal trainers. In May 2013 funds affiliated with CCMP Capital Advisors, LLC bought a majority stake in the business.

 

2.   The company received a number of awards and accolades over the year including being recognised as one of the top ten most disruptive businesses in the UK the Virgin Media Business Disruptor 10, and appearing in both the Sunday Times Virgin Fast Track 100 and The Sunday Times Top 100 companies to work for.

 

SKF Invests in Expanding Production Capacity in Malaysia

GOTHENBURG, Sweden, Mar 30, 2017 /PRNewswire/ --

SKF is investing SEK 45 million in expanding its spherical roller bearing (SRB) capacity in Nilai, Malaysia. This investment will further improve utilisation of the Group's manufacturing capacity.

Luc Graux, President, Bearing Operations, says: "By investing in increased capacity and flexibility we can swiftly improve our ability to meet the demands of our customers, on a regional and global level."

"The new channel will include the latest in internally developed solutions for automatic pairing of rings and bearing traceability. It will also be scalable, should we decide to make future investments in automated assembly processes, similar to those already operational in Gothenburg."

The new SRB channel in Nilai is expected to be operational during the end of 2017.

Previous press releases on similar topics:

16 January 2017: SKF invests further SEK 145 million in Schweinfurt production channels
[link to press release]

16 January 2017: SKF invests in roller manufacturing in China
[link to press release]

3 November 2016: SKF invests SEK 150 million in Schweinfurt production channels:
[link to press release]

9 June 2016: SKF consolidates manufacturing facilities in North America
[link to press release]

17 April 2015: SKF invests SEK 190 million in Gothenburg production channels
[link to press release]

Aktiebolaget SKF
      (publ)

For further information, please contact:

PRESS:

Theo Kjellberg, Director, Press Relations
Tel: 46 31 337 6576, mobile: 46 725-776576,
E-mail: theo.kjellberg@skf.com

INVESTOR RELATIONS:

Patrik Stenberg, Head of Investor Relations
Patrik Stenberg, 46 31-337 2104; 46 705-472 104
E-mail: patrik.stenberg@skf.com

This information was brought to you by Cision http://news.cision.com
http://news.cision.com/skf/r/skf-invests-in-expanding-production-capacity-in-malaysia,c2226527

The following files are available for download:

 

SOURCE SKF

2017-2022: Global Rotary Hammer Sales Market Strategy Analysis, Distributors/Traders

Orbis Research shares report on Global Rotary Hammer Sales Market which provides the company profile, product specifications, capacity, production value, and market shares for each company. The report will assist reader with better understanding and decision making.

Orbis Research always aims to bring their clients the best research material and in-depth analysis of the information for any market. This new report Global Rotary Hammer Sales Market for 2017 aims to fulfil the needs of the clients looking for a fresh outlook towards the Global Rotary Hammer Sales Market, or fill in the knowledge gaps with the data available in the report. The well-presented and curated report is compiled by seasoned and professional research experts and subject matter experts in the field. The clients will find the report complete in all aspects as it covers all key components with valuable statistics and expert opinions in all regards.

The Global Rotary Hammer Sales Industry report contains a complete product overview and its scope in the market to define the key terms and provide the clients a holistic idea of the market and its tendencies. This is followed by the classification, applications, and the regional analysis of the market to ensure the clients are well informed about each section. The report also contains key values and facts of the Global Rotary Hammer Sales market in terms of value and volume, sales and its growth rate, and revenue and its growth rate.

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Also, some key information such as the cost analysis, industrial chain, sourcing strategy, distributors, marketing strategy, and factor analysis of the Rotary Hammer Sales Market are all a part of the report. The report concludes with the customary SWOT analysis and the analysis on investment feasibility and returns.

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Global Rotary Hammer Players/Suppliers Profiles and Sales Data
1 Bosch
1.1 Company Basic Information, Manufacturing Base and Competitors
1.2 Rotary Hammer Product Category, Application and Specification
1.2.1 Product A
1.2.2 Product B
1.3 Bosch Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
1.4 Main Business/Business Overview
2 Stanley Black & Decker
2.1 Company Basic Information, Manufacturing Base and Competitors
2.2 Rotary Hammer Product Category, Application and Specification
2.2.1 Product A
2.2.2 Product B
2.3 Stanley Black & Decker Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
2.4 Main Business/Business Overview
3 Metabo
3.1 Company Basic Information, Manufacturing Base and Competitors
3.2 Rotary Hammer Product Category, Application and Specification
3.2.1 Product A
3.2.2 Product B
3.3 Metabo Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
3.4 Main Business/Business Overview
4 Hilti
4.1 Company Basic Information, Manufacturing Base and Competitors
4.2 Rotary Hammer Product Category, Application and Specification
4.2.1 Product A
4.2.2 Product B
4.3 Hilti Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
4.4 Main Business/Business Overview
5 Techtronic Industries
5.1 Company Basic Information, Manufacturing Base and Competitors
5.2 Rotary Hammer Product Category, Application and Specification
5.2.1 Product A
5.2.2 Product B
5.3 Techtronic Industries Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
5.4 Main Business/Business Overview
6 Makita
6.1 Company Basic Information, Manufacturing Base and Competitors
6.2 Rotary Hammer Product Category, Application and Specification
6.2.1 Product A
6.2.2 Product B
6.3 Makita Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
6.4 Main Business/Business Overview
7 TOYA S.A.
7.1 Company Basic Information, Manufacturing Base and Competitors
7.2 Rotary Hammer Product Category, Application and Specification
7.2.1 Product A
7.2.2 Product B
7.3 TOYA S.A. Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
7.4 Main Business/Business Overview
8 Wurth
8.1 Company Basic Information, Manufacturing Base and Competitors
8.2 Rotary Hammer Product Category, Application and Specification
8.2.1 Product A
8.2.2 Product B
8.3 Wurth Rotary Hammer Sales, Revenue, Price and Gross Margin (2012-2017)
8.4 Main Business/Business Overview

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List Of Tables:

Figure Product Picture of Rotary Hammer
Figure Global Rotary Hammer Sales Volume Comparison (K Units) by Type (2012-2022)
Figure Global Rotary Hammer Sales Volume Market Share by Type (Product Category) in 2016
Figure Corded Rotary Hammer Product Picture
Figure Cordless Rotary Hammer Product Picture
Figure Global Rotary Hammer Sales Comparison (K Units) by Application (2012-2022)
Figure Global Sales Market Share of Rotary Hammer by Application in 2016
Figure Construction Industry Examples
Figure Decoration Industry Examples
Figure Household Application Examples
Figure Global Rotary Hammer Market Size (Million USD) Comparison by Regions (2012-2022)
Figure United States Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure China Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure Europe Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure Japan Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure Southeast Asia Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure India Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure Global Rotary Hammer Sales (K Units) Volume and Growth Rate (2012-2022)
Figure Global Rotary Hammer Revenue (Million USD) and Growth Rate (2012-2022)
Figure Global Market Major Players Rotary Hammer Sales Volume (K Units) (2012-2017)
Table Global Rotary Hammer Sales (K Units) of Key Players/Suppliers (2012-2017)
Table Global Rotary Hammer Sales Share by Players/Suppliers (2012-2017)
Figure 2016 Rotary Hammer Sales Share by Players/Suppliers
Figure 2017 Rotary Hammer Sales Share by Players/Suppliers
Figure Global Rotary Hammer Revenue (Million USD) by Players/Suppliers (2012-2017)
Table Global Rotary Hammer Revenue (Million USD) by Players/Suppliers (2012-2017)  …. Continued

Global Automotive Daytime Running Lamps Market to Register Substantial Expansion by 2026

Automotive daytime running lamp (DRL) is a part of automotive lighting system. Automotive daytime running lamps were mainly developed to increase visibility of a vehicle in daylight hours to curb daytime road accidents. It emits white, yellow or amber light to increase the visibility of the vehicle during daytime. The daytime running lamp are automatically switched on when the vehicle is in a motion. Number of countries have mandated or permitted the use of DRLs in the vehicles, which have enhanced the market for automotive daytime running lamp. Automotive daytime running lamps market has shown a growth in the past few years and is projected to show a significant growth over the forecast period.

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The automotive daytime running lamps market is driven by increasing vehicle production & sales, safety concerns, and technological advancements. The technology advancement in the field of safety and security is expected to fuel the demand of automotive daytime running lamps market throughout the forecast period. The daytime running lamps equipped with LED (Light Emitting Diodes) light source are the most recent technology used in the automobile industry as LED light source is more energy efficiency than the conventional light source that is halogen. Despite of the various growth drivers, there are some challenges faced by the market such as expensive price of LED and high development costs. The advantages of global LEDs lights over traditional lights are low voltage, durable, zero UV emission, flexible designs, eco-friendly, and long life.

The global automotive daytime running lamps market is segmented on the basis of technology, vehicle type, and region.

The global automotive daytime running lamps market is segmented on the basis of technology as: Halogen and LED

On the basis of vehicle type, the global automotive daytime running lamps market is segmented into: passenger car, light commercial vehicle, and heavy commercial vehicle. The market for daytime running lamp is estimated to be highest for passenger car in 2015 and it is anticipated that the market for passenger cars remain same for the forecast period.

The global automotive daytime running lamps market is segmented on the basis of region as: North America, Latin America, Western Europe, Eastern Europe, Asia Pacific exc. Japan (APEJ), Japan, and Middle East & Africa (MEA).

In terms of geography, the automotive daytime running lamps market has been divided in to seven key regions including North America, Latin America, Western Europe, Eastern Europe, Japan, Asia-Pacific excluding Japan (APEJ), and Middle East & Africa. The global automotive daytime running lamps market is expected to register healthy CAGR during the forecast period. North America is anticipated to be the dominant market for automotive daytime running lamps market followed by Europe and Asia Pacific. Factors such as increase in the adoption of daytime running lamps as they are mandated and permitted by government agencies along with an increase in vehicle production & sales and rising safety & security system per vehicle, are fuelling the demand for automotive daytime running lamps market globally.

The major players identified across the value chain of global automotive interior ambient lighting systems market include Hella KGaA Hueck & Co., Koito Manufacturing Co. Ltd., Magneti Marelli S.p.A, Valeo SA, Ichikoh Industries Ltd., Stanley Electric Co., Ltd., and ZIZALA Lichtsysteme among others. Major light source suppliers are Koninklijke Philips N.V., General Electric, and Osram GmbH. The automotive lighting companies work closely with OEMs to provide customized daytime running lamps as per the OEMs requirements to match the design of the vehicle.

The research report presents a comprehensive assessment of the market and contains thoughtful insights, facts, historical data, and statistically supported and industry-validated market data. It also contains projections using a suitable set of assumptions and methodologies. The research report provides analysis and information according to market segments such as geography, technology and applications.

The report is a compilation of first-hand information, qualitative and quantitative assessment by industry analysts, inputs from industry experts and industry participants across the value chain. The report provides in-depth analysis of parent market trends, macro-economic indicators and governing factors along with market attractiveness as per segments. The report also maps the qualitative impact of various market factors on market segments and geographies.

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Worldwide Augmented Reality Market by 2021: Segmentation, Analysis, Size, Share, Growth, Trends and Region by Key Vendors (Apple, Atheer Labs, Augmented Pixels, Aurasma)

Augmented Reality Market research report provides granular analysis of the market share, segmentation, revenue forecasts and geographic regions of the market. Augmented Reality Market report 2017-2022 focuses on the major drivers and restraints for the key players. The Augmented Reality Market research report is a professional and in-depth study on the current state of Augmented Reality Warming Devices Industry.

Analysts forecast the global Augmented Reality Warming Devices market to grow at a CAGR of 65.24% during the period 2017-2022.

Get a PDF Sample of Augmented Reality Market Research Report at: http://www.absolutereports.com/enquiry/request-sample/10539769  

The research report covers the present scenario and the growth prospects of the global Augmented Reality industry for 2017-2022.

AR technology is used to blend digital content into the physical world. Computer-generated images of an individual’s surroundings along with relevant information are displayed in a user’s field of vision. The technology enhances user experience through mobiles apps developed specifically for using AR.

 

Key Vendors of Augmented Reality Market:

  • Apple
  • Atheer Labs
  • Augmented Pixels
  • Aurasma
  • Blippar
  • Catchoom
  • Cinoptics
  • DAQRI
  • HTC
  • Meta
  • NGRAIN
  • Laster Technologies
  • Lumus
  • ODG
  • Optinvent
  • Qualcomm
  • Rockwell Collins
  • Sensics

Other prominent vendors

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The Augmented Reality Market report also presents the vendor landscape and a corresponding detailed analysis of the major vendors operating in the market. Augmented Reality Market report analyses the market potential for each geographical region based on the growth rate, macroeconomic parameters, consumer buying patterns, and market demand and supply scenarios.

Augmented Reality Market Driver:

  • Increasing dependence on apps and proliferation of AR apps for numerous activities
  • Use of AR technology for effective advertising
  • Adoption of the crowdfunding strategy
  • Growing interest has increased the number of developers
  • Growing integration of AR in mobile devices and declining ASP of AR hardware
  • Large-scale workforce automation

Augmented Reality Market Challenge:

  • Hardware limitations
  • Lack of AR content
  • Stringent government regulations
  • Connectivity issues, low awareness, and high user expectations impacting AR adoption
  • Low value addition of smart glasses to consumers

Augmented Reality Market Trend:

  • Use of SLAM technology
  • Emergence of depth-sensing cameras
  • Development of pico projectors
  • Technological advances in the field of AR

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Geographical Segmentation of Augmented Reality Market:

  • Augmented Reality Market in Americas
  • Augmented Reality Market in APAC
  • Augmented Reality Market in EMEA

 

The report provides a basic overview of the Augmented Reality industry including definitions, segmentation, applications, key vendors, market drivers and market challenges. The Augmented Reality Market analysis is provided for the international markets including development trends, competitive landscape analysis, and key regions development status

Through the statistical analysis, the report depicts the global Augmented Reality Market including capacity, production, production value, cost/profit, supply/demand and import/export. The total market is further divided by company, by country, and by application/type for the competitive landscape analysis.

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Key questions answered in Augmented Reality Market report:

  • What will the market size be in 2022 and what will the growth rate be?
  • What are the key market trends?
  • What is driving this market?
  • What are the challenges to market growth?
  • Who are the key vendors in this market space?
  • What are the market opportunities and threats faced by the key vendors?
  • What are the strengths and weaknesses of the key vendors?

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List of Exhibits in Augmented Reality Market report:

Exhibit 11: Global AR market for smart glasses 2017-2021 ($ billions)

Exhibit 12: Global AR market by smart glasses 2017-2021 (millions of units)

Exhibit 13: Global AR market by HMDs 2017-2021 ($ billions)

Exhibit 14: Global AR market by HMDs 2017-2021 (millions of units)

Exhibit 15: Global mobile devices by end-user 2017-2021 (% share)

Exhibit 16: Global mobile devices by enterprises 2017 (% share)

Exhibit 17: Global smart glasses by end-user 2017-2021 (% share)

Exhibit 18: Global HMDs by enterprises 2017-2021 (% share)

Exhibit 19: Key applications of HMDs in defense sector

Exhibit 20: Key benefits of HMDs in healthcare sector

And continued….

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Global Grease Pump Sales Market – Company Basic Information, Manufacturing Base and Competitors 2017-2022

Orbis Research shares report on Global Grease Pump Sales Market which provides the company profile, product specifications, capacity, production value, and market shares for each company. The report will assist reader with better understanding and decision making.

Orbis Research always aims to bring their clients the best research material and in-depth analysis of the information for any market. This new report Global Grease Pump Sales Market for 2017 aims to fulfil the needs of the clients looking for a fresh outlook towards the Global Grease Pump Sales Market, or fill in the knowledge gaps with the data available in the report. The well-presented and curated report is compiled by seasoned and professional research experts and subject matter experts in the field. The clients will find the report complete in all aspects as it covers all key components with valuable statistics and expert opinions in all regards.

The Global Grease Pump Sales Industry report contains a complete product overview and its scope in the market to define the key terms and provide the clients a holistic idea of the market and its tendencies. This is followed by the classification, applications, and the regional analysis of the market to ensure the clients are well informed about each section. The report also contains key values and facts of the Global Grease Pump Sales market in terms of value and volume, sales and its growth rate, and revenue and its growth rate.

Browse the full report @ http://www.orbisresearch.com/reports/index/global-grease-pump-sales-market-2017-industry-trend-and-forecast-2022 .

One of the major mainstays of the Global Grease Pump Sales Industry report is the coverage on the competition. The report covers all key parameters such as market share, revenue generation, new products or marketing strategies of the competition, latest R&D, and market expert comments, along with the contact information. Key market trends, expert opinions, and a well curated forecast are all included in Global Grease Pump Sales Market report.

Also, some key information such as the cost analysis, industrial chain, sourcing strategy, distributors, marketing strategy, and factor analysis of the Grease Pump Sales Market are all a part of the report. The report concludes with the customary SWOT analysis and the analysis on investment feasibility and returns.

As always has been the aim at Orbis Research with every report put up, the information on offer is complete and true knowledge seekers will benefit from it. Irrespective of the interest, academic or commercial, the Grease Pump Sales Industry report curated and compiled by domain experts will definitely shed light on key information which the clients require.

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Global Grease Pump Players/Suppliers Profiles and Sales Data
1 DAV TECH Srl
1.1 Company Basic Information, Manufacturing Base and Competitors
1.2 Grease Pump Product Category, Application and Specification
1.2.1 Product A
1.2.2 Product B
1.3 DAV TECH Srl Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
1.4 Main Business/Business Overview
2 Dropsa spa
2.1 Company Basic Information, Manufacturing Base and Competitors
2.2 Grease Pump Product Category, Application and Specification
2.2.1 Product A
2.2.2 Product B
2.3 Dropsa spa Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
2.4 Main Business/Business Overview
3 GRACO
3.1 Company Basic Information, Manufacturing Base and Competitors
3.2 Grease Pump Product Category, Application and Specification
3.2.1 Product A
3.2.2 Product B
3.3 GRACO Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
3.4 Main Business/Business Overview
4 INTERLUBE
4.1 Company Basic Information, Manufacturing Base and Competitors
4.2 Grease Pump Product Category, Application and Specification
4.2.1 Product A
4.2.2 Product B
4.3 INTERLUBE Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
4.4 Main Business/Business Overview
5 Lincoln
5.1 Company Basic Information, Manufacturing Base and Competitors
5.2 Grease Pump Product Category, Application and Specification
5.2.1 Product A
5.2.2 Product B
5.3 Lincoln Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
5.4 Main Business/Business Overview
6 Nordson Industrial Coating Systems
6.1 Company Basic Information, Manufacturing Base and Competitors
6.2 Grease Pump Product Category, Application and Specification
6.2.1 Product A
6.2.2 Product B
6.3 Nordson Industrial Coating Systems Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
6.4 Main Business/Business Overview
7 RDC Rodicar
7.1 Company Basic Information, Manufacturing Base and Competitors
7.2 Grease Pump Product Category, Application and Specification
7.2.1 Product A
7.2.2 Product B
7.3 RDC Rodicar Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
7.4 Main Business/Business Overview
8 SKF Lubrication Systems
8.1 Company Basic Information, Manufacturing Base and Competitors
8.2 Grease Pump Product Category, Application and Specification
8.2.1 Product A
8.2.2 Product B
8.3 SKF Lubrication Systems Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
8.4 Main Business/Business Overview
9 SKF Maintenance and Lubrication Products
1 Company Basic Information, Manufacturing Base and Competitors
2 Grease Pump Product Category, Application and Specification
2.1 Product A
2.2 Product B
3 SKF Maintenance and Lubrication Products Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
4 Main Business/Business Overview
10 SAMOA Industrial, S.A.
10.1 Company Basic Information, Manufacturing Base and Competitors
10.2 Grease Pump Product Category, Application and Specification
10.2.1 Product A
10.2.2 Product B
10.3 SAMOA Industrial, S.A. Grease Pump Sales, Revenue, Price and Gross Margin (2012-2017)
10.4 Main Business/Business Overview
11 ABNOX
12 ARO, Ingersoll Rand
13 BIJUR DELIMON INTERNATIONAL

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List Of Tables:

Figure Product Picture of Grease Pump
Figure Global Grease Pump Sales Volume Comparison (K Units) by Type (2012-2022)
Figure Global Grease Pump Sales Volume Market Share by Type (Product Category) in 2016
Figure Manual Grease Pump Product Picture
Figure Electric Grease Pump Product Picture
Figure Pneumatic Grease Pump Product Picture
Figure Global Grease Pump Sales Comparison (K Units) by Application (2012-2022)
Figure Global Sales Market Share of Grease Pump by Application in 2016
Figure Food Industry Examples
Figure Oil Industry Examples
Figure Mining Examples
Figure Other Examples
Figure Global Grease Pump Market Size (Million USD) by Regions (2012-2022)
Figure United States Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure China Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure Europe Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure Japan Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure Southeast Asia Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure India Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure Global Grease Pump Sales Volume (K Units) and Growth Rate (2012-2022)
Figure Global Grease Pump Revenue (Million USD) and Growth Rate (2012-2022)
Figure Global Market Major Players Grease Pump Sales Volume (K Units) (2012-2017)  …. Continued

Releases New Report on Blepharoplasty Treatment Market

The blepharoplasty is commonly known as eyelid surgery. Blepharoplasty is the plastic surgery operation or the practice of removal of skin and to add or removal of fat from the upper and lower eyelids. In upper eyelid surgery, the incision is used to remove excess skin or fat, and thin stitches are used to bring the skin together for an eyelid crease creation. In lower eyelid surgery, the incision is used directly below the lash line or the inside of the eyelid, known as a transconjunctival approach. In transconjunctival approach, the incisions are mostly invisible. The blepharoplasty treatment is also combined with laser resurfacing of the skin of eyelid which reduces the wrinkles and lines.

Blepharoplasty treatment is usually done in the conditions such as droopy lower eyelids which cause white expression below the colored part of the iris, baggy and droopy upper eyelids, excess membrane or skin of the upper eyelid which interferes with the peripheral vision and the bags under the eyes. Blepharoplasty treatment is normally processed on an outpatient basis.

Request Report Sample@ http://www.futuremarketinsights.com/reports/sample/rep-gb-3230

Nowadays, the increasing use of non-surgical technologies for the blepharoplasty is driving the global market of blepharoplasty due to various advantages over conventional surgical technology. The rising trend of cosmetic surgery to remove the wrinkles, bulges on skin and fat on the upper and lower eyelid is the also propels the demand for the blepharoplasty treatment.

Blepharoplasty Treatment Market – Drivers and Restraints

The global blepharoplasty treatment market is anticipated to register a significant CAGR over a forecast period. The increasing demand for the blepharoplasty treatment as a part of the cosmetic surgery, drives the global blepharoplasty treatment market over a forecast period. The aging process makes a personal look older due to eyelids stretches, and the supporting muscles of eyelid also get weaker. Also, the sagging skin around the eyes reduces the peripheral vision. Blepharoplasty treatment reduces or eliminates the peripheral vision problems, which propel the demand for the blepharoplasty treatment in the aged people and drives the growth of the global blepharoplasty treatment market.

Visit For TOC@  http://www.futuremarketinsights.com/toc/rep-gb-3230

However, the blepharoplasty treatment is an expensive operative procedure which may affect the demand for the blepharoplasty treatment and restrain the global blepharoplasty treatment market. Sometimes the post blepharoplasty treatment may cause swelling and bruise at the eyelids, and increases the risk of infection, bleeding and loss of vision, which may restrain the growth of the global blepharoplasty treatment market.

Blepharoplasty Treatment Market – Segmentation

The global blepharoplasty treatment market is classified on the basis of type of surgery, indication, technology and treatment centers.

On the basis of type of surgery, the global blepharoplasty treatment market is segmented as follows:

  • Upper eyelid surgery
  • Combination eyelid surgery
  • Lower eyelid surgery

On the basis of indication, the global blepharoplasty treatment market is segmented as follows:

  • Chronic puffiness of the upper eyelids
  • Sagging skin of the upper eyelids
  • Eye bags and wrinkles in the lower eyelids
  • Drooping lower eyelids

On the basis of technology, the global blepharoplasty treatment market is segmented as follows:

  • Surgical technology
  • Non-surgical technology
    • Injectable dermal fillers
    • Laser treatments
    • Radiofrequency technologies
    • Botox

On the basis of treatment centers, the global blepharoplasty treatment market is segmented as follows:

  • Hospitals
  • Ophthalmic clinics
  • Ambulatory surgical centers
  • Others

Blepharoplasty Treatment Market – Regional Overview

The global blepharoplasty treatment market is segmented into seven regions: North America, Latin America, Western Europe, Eastern Europe, Asia Pacific Excluding Japan (APEJ), Japan and the Middle East and Africa (MEA). The North America is dominating and contributed significant shares to the global blepharoplasty treatment market in terms of revenue over a forecast period due to the availability of upgraded facilities for the blepharoplasty treatment and increasing demand for cosmetic surgery to form a younger appearance. The Western Europe has also registered a moderate growth rate to the global blepharoplasty treatment market and anticipated to contribute significant shares to the global blepharoplasty treatment market. The APEJ has become the lucrative market for the blepharoplasty treatment and expected to show a moderate growth over a forecast period due to the increasing trend of cosmetic surgery to revitalize the eyelid area, create a younger appearance and use of blepharoplasty as a medical treatment. The Latin America and MEA are at a nascent stage to the global blepharoplasty treatment market and anticipated to register a healthy growth over a forecast period.

Blepharoplasty Treatment Market – Key Players

The key players of the global blepharoplasty treatment market are Advance Medical Systems Inc., ThermiGen LLC., Agnes, GTG Wellness Sdn. Bhd, Grand Aespio Inc., Dana Co. Ltd., Bomtech Electronics Co., Ltd., Luminera Derm Ltd, Re-Aesthetic Limited and Levadent Ltd.

Full Year Results for the 12 Months to 31 Dec 16

30 March 2017

 

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

FULL YEAR RESULTS FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2016

 

·      Committed to invest more than £489 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 20061

·      Successful completion of two capital raisings in 2016, securing a total of £200 million in fresh equity to support strong future pipeline in regulated and other public infrastructure projects

 

FINANCIAL HIGHLIGHTS 2

·      Net Asset Value (‚NAV’) growth of 24.3% to £1.6 billion (2015: £1.3 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 £175.3 million (2015: £79.9 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 cover3

1Since inception (November 2006). Source: Bloomberg. Share price plus dividends assumed to be reinvested.

2As 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 £209.9 million of investment and c.£280 million of investment commitments to seven new and eleven follow-on investments, including:

·      Continued expansion of regulated asset base:

£275 million agreed investment in National Grid’s gas distribution network;

£70.2 million follow-on investment in the Thames Tideway Tunnel;

£26.8 million investment in Westermost Rough offshore transmission project.

·      Strategic use of pre-emption rights to increase minority stakes in existing assets :

£72.3 million investment to acquire interests in ten Building Schools for Future („BSF”) projects;

Acquisition of an additional 72% in the Wolverhampton BSF concession;

£5.1 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 £24.6 million investment in the US military housing sector.

·      Further geographical diversification in low-risk, OECD countries with a £4.4 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 £489 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 £78.2 million into the Thames Tideway Tunnel and up to £275 million in National Grid’s gas distribution network.

·      The Company’s corporate debt facility is currently drawn or committed (through letters of credit) to £362.9 million and the Company is considering capital issuance in early Q2 2017 in the order of £250m. 

·      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 

 

ENDS

 

INPP 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.

DIVIDENDS

6.65p – 2016 full-year distribution1 per share

6.82p – 2017 full-year distribution target2 per share

7.00p – 2018 full-year distribution target2 per share

2.5% – Average annual dividend increase2

1.2 x – Cash dividend covered3

 

NET ASSET VALUE (‚NAV’)

£1.6bn – NAV Directors valuation at 31 December 20164 (2015: £1.3bn)

142.2p – NAV per share at 31 December 20164 (2015: 130.2p)

24.3% – Increase in NAV

9.2% – Increase in NAV per share

 

PORTFOLIO ACTIVITY

£489.3m – Investment or commitment during 2016

TOTAL SHAREHOLDER RETURN (‚TSR’)

148.5% – TSR since inception5

9.4% – Compound annual growth in TSR since inception5

 

PROFIT

£175.3m – Profit Before Tax (2015: £79.9m)

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 £300m market capitalisation to £1.74bn (December 2016)

Dividend growth has averaged 2.5% since inception2

High degree of inflation linkage

PREDICTABLE, SECURE, LONG-TERM CASHFLOWS

INPP Projected Cash Flow Profile3

[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 projects1 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 debt4

13%

Invested across the capital structure, taking into account appropriate risks to returns

Mode of Acquisition/Asset Status

Construction

12%

Operational

88%

Early Stage Investor5

82%

Later Stage Investor6

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 years7

 

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).

 

Location

Sector

Status at

   31 December 2016

% holding at

31 December 2016

%  investment fair value  

31 December 2016

% investment fair value

 31 December 2015

Lincs Offshore Transmission

Lincolnshire, United Kingdom

Energy Transmission

Operational

100% Risk Capital1

11.7%

14.1%

Diabolo Rail Link2

Brussels,

Belgium

Transport

Operational

100% Risk Capital1

11.5%

11.4%

Thames Tideway Tunnel2

London, United Kingdom

Waste Water

Under Construction

16% Risk Capital1

9.1%

4.9%

Ormonde Offshore Transmission

Cumbria,

United Kingdom

Energy Transmission

Operational

100% Risk Capital1 and 100% senior debt

8.9%

11.0%

Angel Trains2

Various, United Kingdom

Transport

Operational

5% Risk Capital1

4.5%

4.9%

U.S. Military Housing2,3

Various, United States

Military Housing

Operational

100% Risk Capital1

4.0%

2.7%

Royal Children’s Hospital2

Victoria,

Australia

Health

Operational

100% Risk Capital1

2.8%

3.4%

BeNEX Rail2

Various,

Germany

Transport

Operational

49% Risk Capital1

2.5%

2.9%

Northampton Schools

Northamptonshire, United Kingdom

Education

Operational

100% Risk Capital1

2.1%

2.7%

Hereford & Worcester Courts

Worcestershire, United Kingdom

Courts

Operational

100% Risk Capital1 and 100% senior 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% returns1. 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 £1.7 billion at the end of 2016, up from £1.4 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 visibility2.

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 £209.9 million of investment and £280 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 £275 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 £72.3 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 £4.2 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 £129.1 million investment to date (including £70.2 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 £125 million and £75 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 £400 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 £1,603.7 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 annum1

 

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 CASHFLOW2

[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 linkage3

142.2p – NAV per share4 (2015: 130.2p)

2.5% – Average dividend growth since IPO5

175.3m – Profit before tax (2015: £79.9m)

 

Broader value creation

Our investments enable the development and ongoing operation of valuable infrastructure for the public and end users

 

£7.1bn – Assets under management7

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 PRIORITIES

DESCRIPTION

PERFORMANCE INDICATORS

PERFORMANCE IN 2016

VALUE-FOCUSED PORTFOLIO DEVELOPMENT

 

 

INVEST IN ASSETS THAT ENHANCE PORTFOLIO RETURNS RELATIVE TO RISK AND MAINTAIN A WELL-BALANCED INVESTMENT PORTFOLIO

–       Make new primary/early-stage investments that enhance prospects for future value growth

 

–       Value of new early stage investments

 

–       Early stage investments of £31.9 million into Westermost Rough offshore transmission project and Priority Schools Building Aggregator Programme – Batch 5

 

–       Make additional acquisitions off-market or through preferential access (e.g. sourced through pre-emption rights or via Amber/Hunt)

 

–       Value of additional investments acquired off market or through preferred access

 

–       Acquisitions totalling £81.1 million secured through pre-emption rights

–       Acquisition of investments into U.S. sourced through strong relationship with Hunt

 

–       Manage portfolio composition with complementary investments, in line with the Company’s Investment Policy and enhancing at least one of the following aspects:

>      Blend of risk to return

>      Inflation linkage

>      Cash flow profile

>      Capital attributes (such as construction risk and residual value growth potential)

–       Improvement of risk/return, inflation linkage and diversification of cash flows, including geographical diversification

 

–       Proportion of investments in construction

–       Investments in Australia and U.S. adding to geographical diversification

–       All assets acquired exhibited robust cash flow profiles

–       Further investment into TTT and OFTOs complemented the capital attributes of the portfolio

–       Most investments in 2016 are forecast to generate inflation-linked cash flows. Overall portfolio inflation linkage increased from 0.76% to 0.78% for every 1% increase in the assumed inflation rate

ACTIVE ASSET MANAGEMENT

 

 

ACTIVE AND EFFECTIVE MANAGEMENT OF ASSETS

–       Focus on delivery of target returns from existing investments

–       Maintain high levels of public sector client satisfaction and asset performance

–       Deliver additional value from existing assets through management of construction risk and delivery of operational improvements to meet client requirements

–       Enhance prospects for capital growth by investing in construction phase assets where available

 

–       Availability for all controlled investments at 98% or above – returns from investments in line with expectations

–       Performance deductions below 3% for all projects

–       Number of change requests from existing contracts

–       Management of investments during the course of construction projects in line with overall delivery timetable

–       Number of investments in construction

–       Availability for investments at 98% or greater

–       Performance reductions below 3% for all projects

–       Over 680 change requests undertaken

–       Majority of construction projects managed on time and to budget. Costs of small project delays absorbed by construction partners

EFFECTIVE FINANCIAL MANAGEMENT

 

 

EFFECTIVE MANAGEMENT OF COMPANY’S FINANCES

–       Provide efficient management of cash holdings and debt facilities available for investment and appropriate hedging policies

–       Efficient management of INPP’s overall finances, with the intention to reduce ongoing charges where possible

–       Manage portfolio in a cost-efficient manner

–       Dividends paid to investors covered by operating cash flow

–       New investments made from available cash (after payment of dividend) ahead of using corporate debt

–       Competitive cash deposit rates

–       Use of appropriate hedging strategies

–       Management of ongoing charges

–       Dividends paid to investors 1.2 times covered by net operating cash flow

–       All investments in 2016 funded through excess cash in priority to the corporate debt facility

–       Market tested cash deposit rates and reset where possible

–       £39.7 million of foreign exchange forward contracts in place to mitigate short-term foreign exchange cash 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 £209.9 million and made commitments of £279.4 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.

 

LOCATION

KEY ATTRIBUTES

OPERATIONAL STATUS

INVESTMENT/ COMMITMENT

INVESTMENT/ COMMITMENT DATE

 

1

2

3

4

5

 

 

 

INVESTMENTS MADE DURING 12 MONTHS TO 31 DECEMBER 2016

Westermost Rough OFTO

U.K.

P

P

P

 

P

Operational

£26.8 million

4 February 2016

Thames Tideway Tunnel

U.K.

P

P

P

 

P

Under construction

£70.2 million

Various

Priority School Building Aggregator Programme – Batch 5

U.K.

P

 

P

 

 

Under construction

 

£5.1 million

 26 April 2016

Wolverhampton Building Schools for the Future

U.K.

P

P

 

P

 

Operational

£7.1 million

29 June 2016

Halton Place Building Schools for the Future

U.K.

P

P

 

P

 

Operational

£2.2 million

July – September 2016

Building Schools for the Future Portfolio

U.K.

P

P

 

P

 

Operational

£72.3 million

22 August 2016

U.S. Military Housing

U.S.

P

 

 

P

 

Operational

£24.6 million1

28 September 2016

Gold Coast Light Rail – Phase 1

Australia

P

P

 

P

 

Operational

£1.6 million1

22 December 2016

 

 

 

£209.9 million

 

INVESTMENT COMMITMENTS MADE DURING THE 12 MONTHS TO 31 DECEMBER 2016

 

 

Gold Coast Light Rail – Phases 1 & 2

Australia

P

P

 

P

P

Phase 1 – Operational, Phase 2 – Under construction

£4.4 million1

28 April 2016,

22 December 2016

National Grid Gas Distribution2

U.K.

P

P

 

 

P

Operational

Up to £275 million

8 December 2016

 

 

 

 

 

 

 

 

£279.4 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 £26.8 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 £4.2 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 £70.2 million into the Tideway project, leaving £78.2 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 £5.1 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 £7.1 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 £2.2 million. 

In August, 2016 INPP invested £72.3 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 (£24.6 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 (£3.8 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 £275 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 £23 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 £500 billion, with £300 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 €15.6 billion, with 40 transactions representing €7.8 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 term1.

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 projects2. 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 OPPORTUNITIES /SECTOR

LOCATION

ESTIMATED INVESTMENT OPPORTUNITY/PROJECT CAPITAL VALUE

EXPECTED CONCESSION LENGTH

INVESTMENT STATUS

Thames Tideway Tunnel

U.K.

c.£78 m investment Commitment remaining1

120 years

The Company is 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 Gas Distribution

U.K.

Up to £275m Investment committed2

Operational business

Expected to reach financial close H1 2017

Digital

U.K.

c.£50m2

 

Various

Opportunities being reviewed

Education

Australia and U.K.

c.£70m3

Various

Opportunities through variations to existing PPP contracts and through Amber’s wider relationships

Health

U.K.

c.£10m3

 

Various

Currently under construction

Police

Germany

c.£140m3

 

30 years

One of two bidders

Regulated

U.K.

c.£230m3

 

Various

OFTO and other regulated opportunities at varying stages

Transport

Germany, Australia and U.K.

c.£4.5bn3

Various

Variety of larger scale projects. 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.£78m. 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 £9.4 million of additional project work, with individual variations ranging in value from £200 to over £1 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 COMPLETION DATE

DEFECTS COMPLETION DATE

STATUS

% OF FAIR VALUE OF INVESEMENT

Priority School Building Aggregator Programme

U.K.

2018

2019

Modest delays.  No financial impact on Company1

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 CASH FLOW

YEAR TO 31 DECEMEBER 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ 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 flows1

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.£72.3 million) include net repayments from investments at fair value through profit and loss (c.£27.2 million), exchange gains and losses on cash and cash equivalents (c.£0.4 million) and finance costs paid (c.£2.3 million) which are not included in the net cash inflows from operations (c.£46.9 million) as disclosed in the statutory cash flow statement on page 68 of the financial statements.

 

The Company’s cash balance of £71.0 million at 31 December 2016 was broadly consistent with the cash held at 31 December 2015 of £72.4 million. Cash balances include amounts anticipated to be invested in the early part of 2017.

Cash receipts from investments increased in the year to £94.7 million (2015: £76.0 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 £16.1 million (2015: £13.7 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 £400 million (2015: £300 million). As at 31 December 2016, the facility was £nil cash drawn, £107.4 million was issued as letters of credit and £292.6 million remained uncommitted and available for investment in new and existing projects (noting that the Company has agreed to invest up to £275 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 £2.3 million (2015: £3.5 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 £209.9 million (2015: £143.1 million), with further amounts also being committed for future investment. This increased investment activity contributed to higher one-off operating costs of £4.0 million (2015: £2.8 million).

Cash dividends paid in the year of £61.9 million (31 December 2015: £48.6 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 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ 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 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ MILLION

Annualised Ongoing Charges1

(16.1)

(13.7)

Average NAV2

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.

DIVIDEND 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 £175.3 million (2015: £79.9 million) with Earnings per Share of 17.18 pence (2015: 9.54 pence).

Returns from portfolio investments (investment income) in the year was £206.8 million (2015: £100.2 million) including fair value movements, dividends and interest. These returns were partially offset by operating expenses (including finance costs) of £24.6 million (2015: £21.6 million) and other operating expenses of £6.8 million (2015: other operating income of £1.3 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 £1,603.7 million at 31 December 2016 (2015:  £1,290.2 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 (£m)

[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 £200 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 £61.9 million.

The NAV Return of £96.7 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 £1,515.2 million, an increase of 26.2% since 31 December 2015 (£1,201.1 million).

Investments at Fair Value Movements (£m)

[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 £123.2 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 £209.9 million in the Investments held at Fair Value owing to new investments that were made during the year

–       A decrease of £94.7 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 £32.4 million increase in the fair value of investments

–       A net decrease of £12.1 million, which reflects the changes made to the macroeconomic assumptions

–       A net increase of £55.4 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.

Australia

Europe

Canada

U.S.2

2.75%

2.50%

2.00%

2.00%

N/A

2.75%

2.50%

1.0% in 2016, then 2.00%

2.00%

N/A

Long-term Deposit Rates1

U.K.

Australia

Europe

Canada

U.S.2

2.00%

3.00%

2.00%

2.00%

N/A

3.00%

4.50%

3.00%

3.00%

N/A

Foreign Exchange

GBP/AUD

GBP/CAD

GBP/EUR

GBP/USD

1.86

1.71

1.12

1.30

2.13

2.02

1.28

1.49

Tax Rate

U.K.

Australia

Europe

Canada

U.S.2

17.00%-20.00%3

30.00%

Various (12.50%-33.99%)

Various (26.50%-27.00%)

N/A

18.00%-20.00%

30.00%

Various (12.50%-33.99%)

Various (26.50%-27.00%)

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.

METRIC

31 DECEMBER 2016

30 JUNE 2016

31 DECEMBER 2015

MOVEMENT 31 DECEMBER 2015 -31 DECEMBER 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 only1

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 CHANGE

No significant change in risk exposure since last reporting period

 

   

RISK

DESCRIPTION

MITIGATION/APPROACH

 

MACROECONOMIC RISKS

 

Inflation

 

 

 

Inflation may be higher or lower than expected.  Investment cash flows are positively correlated to inflation therefore increases/decreases to inflation compared to current projections would impact positively or negatively on the Company’s future projected cash flows.  Negative inflation (deflation) will reduce the Company’s future cash flows in absolute 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.

INPP monitors the effect of inflation on its portfolio through its bi-annual valuation process and reports on this to investors. It also provides sensitivities to investors indicating the projected impact on the Company’s NAV of a number of alternative inflation scenarios, offering investors an ability to anticipate the likely effects of some inflation scenarios on their investment. 

INPP uses a long-term view of inflation within its forecasts, benchmarked where possible to independent analysis.

 

 

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 Movements

INPP indirectly holds part of its investments in entities in jurisdictions with currencies other than Sterling but borrows corporate level debt, reports its NAV and pays dividends in Sterling. Changes in the rates of foreign currency exchange are outside INPP’s control and may impact positively or negatively on cash flows and valuation.

INPP uses forward foreign exchange contracts to mitigate the risk of short-term volatility in foreign exchange on significant investment returns from overseas investments. These may not be fully effective and rely on the strength of the counterparties to those contracts to be enforceable.

INPP monitors the effect of foreign exchange on its portfolio through its biannual valuation process and reports this to investors. The Company also provides sensitivities to investors indicating 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 of interest can affect the Company in a variety of different ways:

Valuation Discount Rate

The Company, in valuing its investments, uses a discounted cash flow methodology. Changes in market rates of interest (particularly government bond rates) may directly impact the 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.  

 

 

 

In determining the discount rate used to value its investments, INPP generally uses nominal interest rates. Where the Company’s cash investment inflows are linked to inflation, higher interest rates can often be precipitated by higher inflation expectations, and therefore any inflation linkage may partly mitigate the effect of interest rate changes

 

 

3

 

 

INCREASE

 

 

 

Slight increase to reflect changes in the underlying portfolio with higher sensitivity to changing rates

 

 

Corporate Debt Facility

INPP has a corporate level debt facility that may be drawn from time to time.  Interest is charged on a floating rate basis, so higher than anticipated interest rates will increase the cost of this facility adversely impacting on cash flow and the Company’s valuation. 

 

In the event that the interest rate increases, INPP has the option of repaying its corporate level facility at any time with minimal notice, providing sufficient funds are available.

 

 

 

 

Underlying portfolio considerations

Changes in interest rates have potential impacts on the portfolio at underlying investee entity level. Portfolio entities typically choose or can be required to hold various cash balances, including contingency reserves for future costs (such as major lifecycle maintenance or debt service reserves).  These are generally held on interest bearing accounts and under the contractual terms applicable to certain investments which in many cases are projected to be held for the long term.

The Company assumes that it will earn interest on such deposits over the 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. 

 

As presented in the sensitivity analysis, variations in cash deposit rates have little impact on the Company’s NAV. Due to the spread of cash holdings within ring-fenced SPV structures and relatively smaller balances in the SPV’s, it is not economically feasible to hedge against adverse deposit rate movements.

INPP monitors the effect of historical and projected interest rates on its portfolio through its biannual valuation process and reports this to investors. It also provides sensitivities to investors indicating the projected impact on the Company’s NAV of a limited number of alternative scenarios, offering investors an ability to anticipate the likely effects of some deposit interest rate scenarios on their investment.

The risk of adverse movements in debt interest rates for unhedged debt within regulated entities is limited through protections provided by the regulatory regime.

 

 

Taxation

 

 

 

Change in Legislation

Changes in tax legislation across the multi-jurisdictions in which INPP has investments can reduce returns impacting on the Company’s cash flow and valuation.

 

The diversified jurisdictional mix of INPP’s investments may provide some mitigation to tax changes in any one jurisdiction.

INPP believes it takes a conservative approach to tax planning. The Board monitors changes in tax legislation and takes advice as appropriate 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

Most recently INPP has benefited from reductions in the headline rates of 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.

 

INPP incorporates changes in tax rates within its forecast cash flows and NAV only once substantively enacted.

 

 

Base Erosion and Profit Shifting

The OECD’s Action Plan on Base Erosion and Profit Shifting (‚BEPS’), published in 2013, seeks to address perceived flaws in international tax rules. It sets out 15 actions to counter BEPS in a comprehensive and coordinated way. Countries in which INPP invests have been assessing their compliance or otherwise with this 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.  

 

The Company’s Investment Adviser has responded to corporate interest deductibility consultations in the U.K. during the year and continues to monitor developments in other relevant geographies.

Whilst our initial assessment of the U.K. Finance (No.2) Bill 2016-17, issued in March 2017, is that we are not expecting the legislation to have a significant impact on portfolio valuation, there can be no guarantee that responses to the OECD proposals by other governments will not have a negative impact on the Company’s performance.

 

 

Accounting

 

Accounting changes can have the effect of reducing distributable profits in investee entities and holding entities and may impact the Company’s cash flows and thus valuation adversely.

A portion of INPP’s income is received in the form of shareholder debt interest income i.e. from pre-tax cash flows and not constrained by distributable profits tests. However, changes in accounting rules could potentially have an impact 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 businesses in which INPP invests exposes the Company to potential changes in policy and legal requirements. All investments have a public sector infrastructure service aspect. Some are subject to formal regulatory regimes. All are exposed to political scrutiny and the potential for adverse 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. 

Most of INPP’s existing investments benefit from long-term service and asset availability based pricing contracts and the countries in which the Company operates do not tend to have a tradition of penal retrospective legislation. They tend to be long-term supporters of infrastructure and similar investment and recognise the risk of deterring future investment in the event that penal or disproportionate steps are taken in respect of existing contractual engagements.

 

 

 

 

6

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Termination of Contracts

Often contracts between public sector bodies and INPP’s investment entities contain rights for the public sector to voluntarily terminate contracts in certain situations. While the contracts typically provide for some compensation in such cases, this could be less than required to sustain the INPP’s valuation causing loss of value. There have been instances of contracts being voluntarily terminated in the U.K. (although not affecting INPP).

 

INPP maintains strong and positive relationships with its public sector clients where possible. It engages with its public sector clients in developing cost-saving initiatives and seeks to act as a ‚good partner’. None of INPP’s investments have been identified, by any government audit or public sector report, as poor value-for-money or not in the public interest.

The Investment Adviser is a signatory to the Code of Conduct for Operational PFI/PPP contracts in the U.K. The voluntary code of conduct sets out the basis on which public and private sector partners agree to work together to make savings in operational Public PPP contracts.

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

Changes in law or regulation may increase costs of operating and maintaining facilities or impose other costs or obligations that indirectly adversely affect INPP’s cash flow from its investments and/or valuation of them.

 

Some investments maintain a reserve or contingency designed to meet change in law costs and/or have a mechanism to allow some change in law costs (typically building maintenance related) to be passed back to the public sector.

 

 

 

 

Change in Political Policy

Political policy and financing decisions may also impact on relationships on existing investments and on INPP’s ability to source new investments at attractive prices or at all.

 

Current policy trends in the U.K. and elsewhere continue to support the use of private sector capital to finance public infrastructure, despite recent developments in the political landscape in the U.K. and more generally in the U.S. and EU in particular.

 

 

 

 

Change in Regulations

INPP is subject to changes in regulatory requirements that relate to its business and that of its 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.

 

The Company and Amber, its Investment Adviser, monitor regulatory developments and seek independent professional advice in order to manage compliance with changing regulatory requirements.

 

 

 

OPERATIONAL AND VALUATION RISK

 

 

 

Asset Performance

 

Construction

For the Company’s assets under construction, there is element of construction risk takes the form of cost overruns that could impact on project returns.

 

Asset Availability

The entitlement of INPP’s PPP and OFTO investments to receive income is generally dependent on underlying physical assets remaining available for use and continuing to meet certain performance standards. Failure to maintain assets available for use or operating in accordance with pre-determined performance standards may dis-entitle (wholly or partially) the continued receipt of income that INPP has projected to receive. 

 

 

Contractual mechanisms allow for significant pass down of construction cost overrun risk to subcontractors or consumers.

 

 

The Board reviews underlying investment performance of each investment quarterly allowing asset performance to be monitored in close to real time.

Historically, INPP has seen very high levels of asset performance, which suggests a positive trend for the future.

Contractual mechanisms and underlying regulatory frameworks also allow for significant pass-down of unavailability and performance risk to sub-contractors in many cases.

 

 

 

 

7

 

 

 

 

INCREASE

 

 

 

 

 

New investments made into construction stage assets

 

 

 

 

Termination

In serious cases where the terms of the underlying contract with the public sector are breached due to default or force majeure then that contract can usually be terminated without compensation. Failure to receive the amount of revenue projected or termination of a contract will have a consequential impact on INPP’s cash flow and value.

 

In the event of significant and continuing unavailability across INPP’s portfolio, it is able to terminate the Investment Advisory Agreement. This serves to reinforce alignment of interest between the Company and the Investment Adviser.

Regarding any potential impact from the U.K.’s planned withdrawal from the EU, there are no specific ‚Brexit’ specific clauses in INPP’s underlying project contracts.

 

 

 

Counterparty Risk

 

INPP’s investments are dependent on the performance of a series of counterparties to contracts including public sector bodies, consortium partners, construction contractors, facilities management and maintenance contractors, asset and investment managers (including the Investment Adviser), banks and lending institutions and others. Failure by one or more of these counterparties to perform their obligations fully or as anticipated could adversely affect the performance of affected investments. Replacement counterparties where they can be obtained may only be obtained at a greater cost. These risks would negatively impact the Company’s cash flows and valuation.

 

 

 

 

Where borrowings exist in respect of INPP’s investments, interest rates are generally fixed through the use of interest rate swaps. INPP is therefore exposed if the counterparties of these swaps were to default or the swaps otherwise become ineffective.

INPP has a broad range of suppliers and believes that supplier counterparty risk is diversified across its investments. All contracts include the provision of a security package from counterparties to mitigate the impact of supplier failure. In addition, generally payments are made in arrears to service providers giving the Company some protection against failures in performance.

The credit quality of supplier counterparties is reviewed as part of INPP’s due diligence at the time of making its investments.

Most of the services provided to the Company’s investments are reasonably generic and therefore there can be expected to be a pool of potential replacement supplier counterparties in the event that a service counterparty fails albeit not necessarily at the same cost.

 

The credit risk of such swap counterparties is considered at the time of entering into these arrangements and are regularly reviewed. However, there is a risk of credit deterioration which could impact affected investments.

 

 

 

 

8

 

 

 

 

INCREASE

 

 

 

 

 

Potential increased risk from large consortium investments where INPP holds non-controlling interest

 

 

 

OPERATIONAL AND VALUATION RISK CONTINUED

 

 

 

Physical Asset Risk

 

INPP indirectly invests in physical assets used by the public and thus is exposed to possible risks, both reputational and legal, in the event of damage or destruction to such assets and their users including loss of life, personal injury and property damage.  While the assets INPP invests in benefit from insurance policies, these may not be effective in all cases. 

INPP’s investments benefit from regular risk reviews and external insurance advice which is intended to ensure that those assets continue to benefit from insurance cover that is standard for such assets.

 

 

 

 

9

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Contract Risk

 

The performance of the Company’s investments is dependent on the complex set of contractual arrangements specific to each investment continuing to operate as intended. INPP is exposed to the risk that such contracts do not operate as intended, are incomplete, contain unanticipated liabilities, are subject to interpretation contrary to its expectations or otherwise fail to provide the protection or recourse anticipated.

Such contracts have been entered into usually only after lengthy negotiations and with the benefit of external legal advice. A legal review of contract documentation is undertaken as part of INPP’s due diligence at the time of making new investments.

 

 

 

 

10

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Financial Forecasts

 

INPP’s projections depend on the use of financial models to calculate its future projected investment returns. These are in turn dependent on the outputs from other financial model forecasts at the underlying investment entity level. There may be errors in any of these financial models including calculation errors, incorrect assumptions, programming, logic or formulaic errors and output errors. Once corrected, such errors may lead to a revision in projected cash flows and thus impact valuation.

Financial forecasts are generally subject to model audit by external accountancy firms which is a process designed to identify errors. The comparison of past actual performance of investments against past projected performance also gives confidence in financial models where actual performance has closely matched projected performance. However, there can be no assurance that forecast results will be realised.

 

 

 

 

11

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sensitivities

INPP publishes information relating to its portfolio including projections of how portfolio performance and valuation might be impacted by changes in various factors e.g. interest rates, inflation, deposit 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.

 

Sensitivities are produced for the information of investors and are accompanied by disclaimers and guidance explaining that limited reliance can be placed upon them.

 

 

 

Cyber-security

 

Cyber-security continues to be an issue of relevance across all businesses as a response to the growing levels of sophistication being used in carrying out cyber-attacks targeting businesses. Cybercrime could impact INPP in a number of ways including financially, operationally or through reputational impact.

A number of control layers are in place across INPP’s structure to mitigate as far as possible against the risk of a cyber-security issue occurring in the Company’s operational or investment 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 Dorey1 Chairman

Chairman, Investment Committee

John Whittle1      Senior Independent Director

Chairman, Audit and Risk Committee

John Le Poidevin1

John Stares1

Chairman, Risk Sub-Committee

Chairman, Nomination and Remuneration Committee

Claire Whittet1

Chairman, Management Engagement Committee

Giles Frost

Aged 56 and a resident of Guernsey, Rupert has over 30 years of experience in financial markets, including 17 years at CSFB where he specialised in credit-related products.

Rupert’s expertise was principally in the areas of debt distribution, origination and trading, where he held a number of senior positions at CSFB, including Fixed Income Credit product coordinator for European offices and head of U.K. Credit and Rates Sales.

Since 2005 Rupert has been a Non-Executive Director for a number of Hedge Funds, Private Equity & Infrastructure Funds.

He is a member of the Institute of Directors.

Aged 61, John is a resident of Guernsey. John is a Chartered Accountant and holds the Institute of Directors Diploma in Company Direction. John holds non-executive positions on a number of other boards.

John was previously Finance Director of Close Fund Services, a large independent fund administrator.

Prior to moving to Guernsey, John was at Price Waterhouse in London before embarking on a career in business services, predominantly telecoms.

Aged 46, and a resident of Guernsey, John has over 20 years of business experience. 

John is a Fellow of the Institute of Chartered Accountants in England and Wales and a former partner of BDO LLP, where as Head of Consumer Markets, he developed an extensive breadth of experience and knowledge across the leisure and retail sectors in the U.K. and overseas.

John is a non-executive director on several plc boards and chairs a number of Audit Committees. 

Aged 65 and a resident of Guernsey since 2001, John has over 40 years business experience. 

Before moving to Guernsey, John worked for 23 years as a management consultant with Accenture where he held a wide variety of leadership roles.

He currently holds non-executive positions on the boards of several other companies.

John is a Fellow of the Institute of Chartered Accountants in England and Wales, a member of the Worshipful Company of Management Consultants, and a Freeman of the City of London.

Aged 61 and a resident of Guernsey, Claire has nearly 40 years experience in the banking industry. In 2003, Claire joined Rothschild Bank International Limited as a Director and was latterly, Managing Director and Co-Head until May 2016 when she became a Non-Executive Director of the bank. Claire was previously with Bank of Scotland and was then Global Head of Private Client Credit at Bank of Bermuda. Claire is a Non-Executive Director of another four listed funds, is a member of the Chartered Institute of Bankers in Scotland, a member of the Chartered Insurance Institute, a Chartered Banker, a member of the Institute of Directors and holds the Institute of Directors Diploma in Company Direction.

Aged 54, resident in the United Kingdom, Giles is a founder and Director of Amber and has worked in the infrastructure investments sector for over 20 years. Giles qualified as a solicitor and partner in the law firm Wilde Sapte (now Dentons).

Giles is a Director of Amber Infrastructure Group Holdings Ltd, the ultimate holding company of the Investment Adviser to the Company and various of its subsidiaries.

 

DATE OF APPOINTMENT

2 August 2006                       

6 August 2009

1 January 2016

28 August 2013

10 September 2012

2 August 2006

1 All of the Independent Directors are members of all committees.

 

 

 

             

 

LISTED COMPANY AND OTHER RELEVANT DIRECTORSHIPS

Rupert Dorey

AP Alternative Assets LP, AAA Guernsey Ltd

Cinven Capital Management IV, V, VI Ltd,

Cinven General Partner Ltd, Ltd

NB Global Floating Rate Income Fund Ltd

M&G General Partner Inc, Episode LLP & Episode Inc.

Partners Group Global Opportunities Ltd

Tetragon Financial Group Ltd /Tetragon Financial Group Master Fund Ltd

John Whittle

Aberdeen Frontier Markets Investment Company Ltd

Globalworth Real Estate Investments Ltd

GLI Finance Ltd

India Capital Growth Fund Ltd

Starwood European Real Estate Finance Ltd

Toro Ltd

John Le Poidevin

BH Macro Ltd

Market Tech Holdings Ltd

Safecharge International Group Ltd

Specialist Investment Properties Plc

Stride Gaming plc

John Stares

JT Group (Chairman)

Terra Firma (Guernsey-based entities)

Governor of More House School

New Philanthropy Capital (Trustee)

Claire Whittet

BH Macro Ltd

Eurocastle Investment Ltd

Riverstone Energy Ltd

TwentyFour Select Monthly Income Fund Ltd

Giles Frost

Giles is also a Director of a number of the Company’s subsidiary and investment holding entities and of other entities in which the Company has an investment.  He does not receive directors’ fees from such roles for the Company.

 

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

£60,000

£67,500

Audit Committee Chairman

£50,000

£55,000

Director (Independent and Non-Independent)

£37,500/£32,000

£43,000

During the year, serving Directors were paid the following emoluments: 

DIRECTOR

2016 FEES PAID

£

2015  FEES PAID/ACCRUED1

£

Rupert Dorey2

60,000

70,000

John Whittle3

50,000

60,000

Claire Whittet

37,500

47,500

John Stares

37,500

47,500

John Le Poidevin

37,500

Giles Frost4

32,000

42,000

         

1        Includes £10,000 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:

DIRECTOR

31 DECEMBER 2016

NUMBER OF  ORDINARY SHARES1

31 DECEMBER 2015

NUMBER OF ORDINARY SHARES1

Rupert Dorey2

793,687

793,687

John Whittle3

52,198

52,198

Claire Whittet3

52,257

50,000

John Stares

75,000

75,000

John Le Poidevin4

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 £3,000 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.

DIRECTORS

QUARTERLY BOARD

AD-HOC BOARD

AUDIT AND RISK COMMITTEE

MANAGEMENT ENGAGEMENT COMMITTEE

INVESTMENT COMMITTEE

REMUNERATION AND NOMINATION 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 Frost1

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 £750 million of GAV of the portfolio

>       1.0% for that part of the portfolio that exceeds £750 million in GAV but is less than £1.5 billion

>       0.9% for that part of the portfolio that exceeds £1.5 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 £50,000, 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:

NAME OF HOLDER

% ISSUED CAPITAL 

NO. OF ORDINARY SHARES

DATE NOTIFIED

Schroder plc

14.995%

161,383,819

22 August 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:

NAME OF HOLDER

% ISSUED CAPITAL 

NO. OF ORDINARY SHARES

DATE NOTIFIED

Investec Wealth & Investment Limited Ltd

10.00%

112,765,447

12 January 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

 

INDEPENDENT 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 £16million 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 £1,515 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 to the risk

 

We have tested the effectiveness of controls in operation 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 concluded to the Audit Committee

We confirmed that there were no material matters arising from our audit work on the valuation assumptions, model itegrity or model inputs that we wished to bring to the 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 to the risk

We updated our understanding of the Group’s processes 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 communicated to the Audit Committee

We confirmed that there were no matters identified during our audit work that we wanted to bring to the attention of the audit 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 £16million (2015: £12.9million), 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. £1.4billion at 30 June 2016 to £1.6billion as at 31 December 2016 mainly due to capital raise in July and December 2016. This resulted in a higher materiality of £16million compared to £13.7million that was originally determined at the audit planning stage.

A lower materiality of £2.2million (2015: £2.9million) 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 £8million (2015: 50% of materiality, namely £6.4million).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 £0.8million (2015: £0.6million), 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. and Ireland) reporting

We are required to report to you if, in our opinion, financial and non-financial information in the Annual 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 review requirements

We are required to review:

–       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) Law, 2008 requirements

 

We are required to report to you if, in our opinion:

–     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. and Ireland) reporting

We are required to give a statement as to whether we have anything material to add or to draw attention to 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

YEAR ENDED 31 DECEMBER 2016

 

 

 

Notes

Year ended

31 December 2016

£’000s

Year ended

31 December 2015

£’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)

Transaction costs

 

6, 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

YEAR ENDED 31 DECEMBER 2016

 

 

 

 

NOTES

SHARE CAPITAL

OTHER DISTRIBUTABLE RESERVE

RETAINED EARNINGS

TOTAL

 

 

£’000s

£’000s

£’000s

£’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

 

 

 

YEAR ENDED 31 DECEMBER 2015

 

 

 

 

NOTES

SHARE CAPITAL

OTHER DISTRIBUTABLE RESERVE

RETAINED EARNINGS

TOTAL

 

 

£’000s

£’000s

£’000s

£’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

 

 

 

NOTES

 

 

31 DECEMBER 2016
£’000S

31 DECEMBER 2015
£’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

 

 

Notes

 

Year ended

31 December 2016

£’000s

Year ended

31 December  2015

£’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)/received1

 

 

(110)

2,662

Net cash inflow from operations2

 

 

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 year3

 

 

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 £41.7 million (2015: £51.5 million) which can only be utilised for new investments.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 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 (£’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 £29.3 million as at 31 December 2016. In November 2016, the Company’s corporate debt facility was increased to £400 million (2015: £300 million) of which £292.6 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

 

U.K.

£’000s

Europe (EXCL. U.K.)

£’000s

North America

£’000s

Australia

£’000s

Total

£’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 profit1

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.

£’000s

Europe (EXCL. U.K.)

£’000s

North America

£’000s

Australia

£’000s

Total

£’000s

 

Segmental results

 

 

 

 

 

 

Dividend and interest income

46,088

6,983

2,717

4,635

60,423

 

Fair value gain/(loss) on investments2

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 £12.2 million (2015: £12.0 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

31 December 2016
£’000s

Year ended

31 December  2015
£’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

31 December 2016
£’000s

Year ended

31 December  2015
£’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

31 December 2016
£’000s

Year ended

31 December 2015
£’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

31 December 2016
£’000s

Year ended

31 December  2015
£’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

323

320

Total audit fees

650

612

Other fees

 

 

–       Audit related assurance services

78

35

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 £3.8 million (2015: £4.5 million). In November 2016, the Group increased its corporate debt facility from £300 million to £400 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 £292.6 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

31 December 2016

£’000s

Year ended

31 December 2015

£’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

31 December 2016

£’000s

Year ended

31 December 2015

£’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 £824 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

31 December 2016
£’000s

Year ended

31 December 2015
£’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 2016

£’000s

31 December 2015

£’000s

Investments at fair value through profit and loss1

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 £2.3 million (2015: £2.0 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 2016
£’000s

31 December 2015
£’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 2016
£’000s

31 December 2015
£’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 £4.6 million (2015: asset of £1.7 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 £1,515.2 million (2015: £1,201.1 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 quarterly1 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:

 

 

U.K.

Europe

(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 Capital1

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 financial assets:

£’000s

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:

Significant assumptions

Weighted average rate in base case valuations

Sensitivity factor

Change in fair value of investment

£’000’s

Sensitivity factor

Change in fair value of investment

£’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

Date of investment

   Description

Consideration

£’000’s

% Ownership post investment

 

4 February 2016

 

 

April – December 2016

 

The Group invested in 100% of the equity and subordinated debt of the Westermost Rough offshore transmission project.

 

The Group funded four further tranches of investment in the Tideway project.

26,837

 

 

70,219

 

100%

 

 

15.99%

26 April 2016

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 Schools Building Programme.

5,054

100%

29 June 2016

The Group made a follow on investment for an additional 72% interest in the Wolverhampton phase two Building Schools for the Future (‚BSF’) project.

7,149

82%

22 August 2016

The Group made an investment to acquire or increase its interest in ten BSF projects across the U.K.

72,297

80-99%

July – September 2016

The Group made two investments to acquire an interest in the Halton BSF project.

2,158

45%

28 September 2016

The Group acquired a further debt investment in the P3 U.S. Military Housing sector1.

24,606

22 December 2016

The Group acquired a further 3.33% interest in the Gold Coast Light Rail Project.

1,564

30%

Total capital spend on investments during the year

209,884

 

 

 

1        Acquired debt only.

2015

Date of investment

   Description

Consideration

£’000’s

% Ownership post investment

March – August 2015

 

17 April 2015

The Group invested four batches of funding via the Aggregator Vehicle PLC into various PF2 schools procured under the U.K. Government’s Priority Schools Building Programme.

The Group made follow on investments in four Lewisham Building Schools for the Future projects.

36,316

 

14,286

100%

 

41-50%

30 June 2015

The Group made a follow on investment for the remaining 19.9% stake in the Inspire Partnership Liverpool Library project.

1,905

100%

August – December 2015

The Group made its first three tranches of investment in the Tideway project.

58,910

15.99%

2 October 2015

The Group acquired a debt investment in the P3 U.S. Military Housing sector1.

31,660

Total capital spend on investments during the year

143,077

 

 

1        Acquired debt only.

 

13.     Trade and Other Receivables

 

 

31 December 2016

         £ ‚000’s

  31 December 2015

             £’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 £6.2 million (2015: £4.3 million) of receivables from unconsolidated subsidiary entities for surrender of Group tax losses.

14.     Trade and Other Payables

 

 

31 December 2016

         £ ‚000’s

  31 December 2015

             £’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

Share capital

 

31 December 2016

shares

‚000’s

31 December  2015

shares

‚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 2016
£’000’s

31 December  2015
£’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 £125 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 £75 million of equity through a tap issue of 49,180,327 Ordinary Shares at an issue price per share of 152.5p.

Other distributable reserve

31 December 2016

£’000’s

31 December 2015

£’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.

Retained earnings

31 December 2016

£’000’s

31 December 2015

£’000’s

Opening balance

282,359

254,298

Net profit for the year

177,158

81,859

Dividends paid1

(67,732)

(53,798)

Closing balance

391,785

282,359

 

1        Includes scrip element of £5.9 million in 2016 (2015: £5.2 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

31 December 2016

£’000’s

Year ended

31 December 2015

£’000’s

Amounts recognised as distributions to equity holders for the year ended 31 December

67,7321

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 share2 (2015: 3.225 pence per share)

37,487

 

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 2016

£’000’s

31 December 2015

£’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 £32,000 (2015: £42,000) 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:

 

Related party expense in the Income Statement

Amounts owing to related parties in the Balance Sheet

 

 

For the year ended

 31 December 2016

For the year ended

 31 December 2015

At

31 December 2016

At

31 December 2015

 

£’000s

£’000s

£’000s

£’000s

International Public Partnerships GP Limited

16,107

13,470

8,668

6,987

Amber Fund Management Limited1

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 £750 million

–       1.0% per annum where GAV (excluding uncommitted cash from capital raisings) is between £750 million and £1.5 billion

–       0.9% per annum where GAV (excluding uncommitted cash from capital raisings) value exceeds £1.5 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:

Director

Number of New Ordinary 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 £107.4 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 £275 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:

Name

Place of incorporation

(or registration)

and operation

Proportion

of ownership

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:

Name

Place of incorporation

(or registration) and operation

Proportion of ownership

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.

Investment Name

Country

Status at

31 December 2016

Per cent. Risk Capital Owned by the Group1

INvestment end date

U.K.

 

 

 

 

U.K. PPP Assets

 

 

 

 

Calderdale Schools

U.K.

Operational

100.0

30 April 2030

Derbyshire Schools Phase Two

U.K.

Operational

100.0

29 February 2032

Northamptonshire Schools

U.K.

Operational

100.0

31 December 2037

Derbyshire Courts

U.K.

Operational

100.0

2 September 2028

Derbyshire Schools Phase One

U.K.

Operational

100.0

28 April 2029

North Wales Police HQ

U.K.

Operational

100.0

31 December 2028

St Thomas More Schools

U.K.

Operational

100.0

30 April 2028

Tower Hamlets Schools

U.K.

Operational

100.0

31 August 2027

Norfolk Police HQ

U.K.

Operational

100.0

16 December 2036

Strathclyde Police Training Centre

U.K.

Operational

100.02

30 September 2026

Hereford & Worcester Courts

U.K.

Operational

100.02

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 East England

U.K.

Operational

0.02

31 August 2040

Batch 2 – Schools in Hertfordshire,

Luton and Reading

U.K.

Construction

0.02

9 November 2041

Batch 3 – Schools in North West of England

U.K.

Construction

0.02

24 August 2041

Batch 4 – Schools in the Midlands Region

U.K.

Construction

0.02

29 December 2041

Batch 5 – Schools in Yorkshire

U.K.

Construction

0.02

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 One

U.K.

Operational

80.0

31 September 2036

Blackburn with Darwen Phase Two

U.K.

Operational

80.0

30 September 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 One

U.K.

Operational

80.0

31 August 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 Schools One

U.K.

Operational

90.1

25 October 2034

South Tyneside and Gateshead Schools Two

U.K.

Operational

86.5

4 September 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 One

U.K.

Operational

82.0

2 September 2037

Wolverhampton Schools Phase Two

U.K.

Operational

82.0

31 August 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

(two projects)

U.K.

Operational

49.8

1 December 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 Centre (two projects)

U.K.

Operational

33.4

1 January 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

(two projects)

U.K.

Operational

34.3

1 October 2031

Harrow NRC (three projects)

U.K.

Operational

49.8

1 June 2034

Goscote Palliative Care Centre

U.K.

Operational

49.8

1 November 2035

South Bristol Community Hospital

U.K.

Operational

33.4

1 February 2042

East London LIFT Project One (four projects)

U.K.

Operational

30.0

1 October 2030

East London LIFT Project Two (three projects)

U.K.

Operational

30.0

1 April 2033

East London LIFT Project Three

(Newby Place)

U.K.

Operational

30.0

7 May 2037

East London LIFT Project Four (two projects)

U.K.

Operational

30.0

1 August 2036

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 Hospital Project

Australia

Operational

100.0

19 July 2034

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

0.02

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 Limited

1st Floor

Two London Bridge

London

SE1 9RA

Ernst & Young LLP

Royal Chambers

St Julian’s Avenue

St Peter Port

Guernsey

Channel Island

GY1 4AF

 

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

Registered Office

Legal Adviser

Public Relations

Heritage Hall

PO Box 225, Le Marchant Street

St Peter Port

Guernsey

Channel Islands

GY1 4HY

Carey Olsen

PO Box 98, Carey House

Les Banques

Guernsey

Channel Islands

GY1 4BZ

 

FTI Consulting

200 Aldersgate

Aldersgate Street

London

EC1A 4HD

Administrator and Company Secretary

Corporate Banker

 

Heritage International Fund Managers Limited

Heritage Hall

PO Box 225, Le Marchant Street

St Peter Port

Guernsey

Channel Islands

GY1 4HY

 

Royal Bank of Scotland International

1 Glategny Esplanade

St Peter Port

Guernsey

Channel Islands

GY1 4BQ

 

 

 

Epiris agrees the sale of Treetops Nurseries

PRESS RELEASE

30 March 2017

 

Epiris agrees the sale of Treetops Nurseries

 

Epiris is pleased to announce that it has agreed the sale of Treetops Nurseries („Treetops”), the UK’s fourth largest nursery education operator, to Busy Bees. The transaction is anticipated to close in April.

 

Electra Private Equity PLC („Electra”) is expected to receive proceeds from the sale of £93 million, an uplift of £44 million or 91% and equivalent to an increase in its NAV of 107 pence per share on the valuation of the investment at 30 September 2016. This equates to a return of 6.5x cost and an IRR of 59%. This is the seventh exit delivering a money multiple of more than 3x that Epiris has achieved in the last twelve months.

 

Headquartered in Derby, Treetops provides childcare to in excess of 6,000 children and employs more than 1,300 people. The company operates 61 schools, predominantly in the North of England, the Midlands and the South East.

 

Treetops was spun out of PINE Unit Trust in 2012. The separation allowed Epiris to initiate a transformation strategy to accelerate growth through strategic focus, operational improvement and M&A. Epiris recruited Stephen Booty as Chairman and Charles Eggleston as CEO to deliver this strategy.

 

Chris Hanna, Partner at Epiris, said:

 

„In 2012 we designed a strategy to transform Treetops. Five years later we have delivered. Treetops’ position as one of the largest nursery school operators in the UK is the result of a programme of growth investment, operational improvement and M&A. This has more than quadrupled earnings and created a business which, as today’s announcement demonstrates, is highly attractive to a strategic acquirer.

 

„We couldn’t have done this without Charles Eggleston, CEO of Treetops, and his team, and we wish them well under new ownership.”

 

Charles Eggleston, CEO of Treetops, said:

 

„Epiris has been a fantastic investor for Treetops. Chris and his team set out a clear vision for the business and provided invaluable support as we have worked to fulfil it.”

 

Chris Hanna and Nicola Gray were responsible for the investment and the exit of Treetops Nurseries. Epiris was advised by PwC Corporate Finance and Eversheds Sutherland.

 

Epiris refers to Epiris Managers LLP acting on behalf of its client Electra Private Equity PLC.

 

Ends 

 

 

For further information please contact:

Andrew Honnor, Matthew Goodman, Matthieu Roussellier, Greenbrook Communications   +44 (0)20 7952 2000

Nicholas Board and Andrew Kenny, Epiris                                                                                        +44 (0)20 7306 3902

 

 

Note to Editors:

 

About Epiris LLP

Epiris is a top-decile private equity fund manager*.

 

Epiris, together with its predecessor firms, has managed the business and affairs of Electra Private Equity PLC, a listed private equity investment trust, for four decades. Epiris has also managed private equity investment programmes for pension funds, financial institutions and family offices. During this time Epiris has invested in excess of £5 billion in over 200 deals. Since 2011, Epiris has invested £1 billion in buyouts and co-investments and loan-to-own debt investments, in respect of which it has delivered a gross IRR of 38%**.

 

As at 30 September 2016, the firm had funds under management of £2.4 billion.

 

For further information please visit www.epiris.co.uk.

 

Issued by Epiris Managers LLP which is authorised and regulated by the Financial Conduct Authority.

 

 

*        Refers to the 2009 and 2012 investment pools comprising Buyout & Co-investment, Secondary and Debt investments managed on behalf of Electra Private Equity PLC; comparator data supplied by Preqin.

**      As at 30 September 2016 adjusted for subsequent investments and realisations. Gross IRR does not reflect adjustments for investment management and administration costs. Past performance is no guarantee of future results.

 

Full Year Results for the 12 Months to 31 Dec 16

30 March 2017

 

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

FULL YEAR RESULTS FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2016

 

·      Committed to invest more than £489 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 20061

·      Successful completion of two capital raisings in 2016, securing a total of £200 million in fresh equity to support strong future pipeline in regulated and other public infrastructure projects

 

FINANCIAL HIGHLIGHTS 2

·      Net Asset Value (‚NAV’) growth of 24.3% to £1.6 billion (2015: £1.3 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 £175.3 million (2015: £79.9 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 cover3

1Since inception (November 2006). Source: Bloomberg. Share price plus dividends assumed to be reinvested.

2As 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 £209.9 million of investment and c.£280 million of investment commitments to seven new and eleven follow-on investments, including:

·      Continued expansion of regulated asset base:

£275 million agreed investment in National Grid’s gas distribution network;

£70.2 million follow-on investment in the Thames Tideway Tunnel;

£26.8 million investment in Westermost Rough offshore transmission project.

·      Strategic use of pre-emption rights to increase minority stakes in existing assets :

£72.3 million investment to acquire interests in ten Building Schools for Future („BSF”) projects;

Acquisition of an additional 72% in the Wolverhampton BSF concession;

£5.1 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 £24.6 million investment in the US military housing sector.

·      Further geographical diversification in low-risk, OECD countries with a £4.4 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 £489 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 £78.2 million into the Thames Tideway Tunnel and up to £275 million in National Grid’s gas distribution network.

·      The Company’s corporate debt facility is currently drawn or committed (through letters of credit) to £362.9 million and the Company is considering capital issuance in early Q2 2017 in the order of £250m. 

·      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 

 

ENDS

 

INPP 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.

DIVIDENDS

6.65p – 2016 full-year distribution1 per share

6.82p – 2017 full-year distribution target2 per share

7.00p – 2018 full-year distribution target2 per share

2.5% – Average annual dividend increase2

1.2 x – Cash dividend covered3

 

NET ASSET VALUE (‚NAV’)

£1.6bn – NAV Directors valuation at 31 December 20164 (2015: £1.3bn)

142.2p – NAV per share at 31 December 20164 (2015: 130.2p)

24.3% – Increase in NAV

9.2% – Increase in NAV per share

 

PORTFOLIO ACTIVITY

£489.3m – Investment or commitment during 2016

TOTAL SHAREHOLDER RETURN (‚TSR’)

148.5% – TSR since inception5

9.4% – Compound annual growth in TSR since inception5

 

PROFIT

£175.3m – Profit Before Tax (2015: £79.9m)

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 £300m market capitalisation to £1.74bn (December 2016)

Dividend growth has averaged 2.5% since inception2

High degree of inflation linkage

PREDICTABLE, SECURE, LONG-TERM CASHFLOWS

INPP Projected Cash Flow Profile3

[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 projects1 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 debt4

13%

Invested across the capital structure, taking into account appropriate risks to returns

Mode of Acquisition/Asset Status

Construction

12%

Operational

88%

Early Stage Investor5

82%

Later Stage Investor6

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 years7

 

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).

 

Location

Sector

Status at

   31 December 2016

% holding at

31 December 2016

%  investment fair value  

31 December 2016

% investment fair value

 31 December 2015

Lincs Offshore Transmission

Lincolnshire, United Kingdom

Energy Transmission

Operational

100% Risk Capital1

11.7%

14.1%

Diabolo Rail Link2

Brussels,

Belgium

Transport

Operational

100% Risk Capital1

11.5%

11.4%

Thames Tideway Tunnel2

London, United Kingdom

Waste Water

Under Construction

16% Risk Capital1

9.1%

4.9%

Ormonde Offshore Transmission

Cumbria,

United Kingdom

Energy Transmission

Operational

100% Risk Capital1 and 100% senior debt

8.9%

11.0%

Angel Trains2

Various, United Kingdom

Transport

Operational

5% Risk Capital1

4.5%

4.9%

U.S. Military Housing2,3

Various, United States

Military Housing

Operational

100% Risk Capital1

4.0%

2.7%

Royal Children’s Hospital2

Victoria,

Australia

Health

Operational

100% Risk Capital1

2.8%

3.4%

BeNEX Rail2

Various,

Germany

Transport

Operational

49% Risk Capital1

2.5%

2.9%

Northampton Schools

Northamptonshire, United Kingdom

Education

Operational

100% Risk Capital1

2.1%

2.7%

Hereford & Worcester Courts

Worcestershire, United Kingdom

Courts

Operational

100% Risk Capital1 and 100% senior 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% returns1. 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 £1.7 billion at the end of 2016, up from £1.4 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 visibility2.

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 £209.9 million of investment and £280 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 £275 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 £72.3 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 £4.2 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 £129.1 million investment to date (including £70.2 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 £125 million and £75 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 £400 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 £1,603.7 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 annum1

 

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 CASHFLOW2

[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 linkage3

142.2p – NAV per share4 (2015: 130.2p)

2.5% – Average dividend growth since IPO5

175.3m – Profit before tax (2015: £79.9m)

 

Broader value creation

Our investments enable the development and ongoing operation of valuable infrastructure for the public and end users

 

£7.1bn – Assets under management7

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 PRIORITIES

DESCRIPTION

PERFORMANCE INDICATORS

PERFORMANCE IN 2016

VALUE-FOCUSED PORTFOLIO DEVELOPMENT

 

 

INVEST IN ASSETS THAT ENHANCE PORTFOLIO RETURNS RELATIVE TO RISK AND MAINTAIN A WELL-BALANCED INVESTMENT PORTFOLIO

–       Make new primary/early-stage investments that enhance prospects for future value growth

 

–       Value of new early stage investments

 

–       Early stage investments of £31.9 million into Westermost Rough offshore transmission project and Priority Schools Building Aggregator Programme – Batch 5

 

–       Make additional acquisitions off-market or through preferential access (e.g. sourced through pre-emption rights or via Amber/Hunt)

 

–       Value of additional investments acquired off market or through preferred access

 

–       Acquisitions totalling £81.1 million secured through pre-emption rights

–       Acquisition of investments into U.S. sourced through strong relationship with Hunt

 

–       Manage portfolio composition with complementary investments, in line with the Company’s Investment Policy and enhancing at least one of the following aspects:

>      Blend of risk to return

>      Inflation linkage

>      Cash flow profile

>      Capital attributes (such as construction risk and residual value growth potential)

–       Improvement of risk/return, inflation linkage and diversification of cash flows, including geographical diversification

 

–       Proportion of investments in construction

–       Investments in Australia and U.S. adding to geographical diversification

–       All assets acquired exhibited robust cash flow profiles

–       Further investment into TTT and OFTOs complemented the capital attributes of the portfolio

–       Most investments in 2016 are forecast to generate inflation-linked cash flows. Overall portfolio inflation linkage increased from 0.76% to 0.78% for every 1% increase in the assumed inflation rate

ACTIVE ASSET MANAGEMENT

 

 

ACTIVE AND EFFECTIVE MANAGEMENT OF ASSETS

–       Focus on delivery of target returns from existing investments

–       Maintain high levels of public sector client satisfaction and asset performance

–       Deliver additional value from existing assets through management of construction risk and delivery of operational improvements to meet client requirements

–       Enhance prospects for capital growth by investing in construction phase assets where available

 

–       Availability for all controlled investments at 98% or above – returns from investments in line with expectations

–       Performance deductions below 3% for all projects

–       Number of change requests from existing contracts

–       Management of investments during the course of construction projects in line with overall delivery timetable

–       Number of investments in construction

–       Availability for investments at 98% or greater

–       Performance reductions below 3% for all projects

–       Over 680 change requests undertaken

–       Majority of construction projects managed on time and to budget. Costs of small project delays absorbed by construction partners

EFFECTIVE FINANCIAL MANAGEMENT

 

 

EFFECTIVE MANAGEMENT OF COMPANY’S FINANCES

–       Provide efficient management of cash holdings and debt facilities available for investment and appropriate hedging policies

–       Efficient management of INPP’s overall finances, with the intention to reduce ongoing charges where possible

–       Manage portfolio in a cost-efficient manner

–       Dividends paid to investors covered by operating cash flow

–       New investments made from available cash (after payment of dividend) ahead of using corporate debt

–       Competitive cash deposit rates

–       Use of appropriate hedging strategies

–       Management of ongoing charges

–       Dividends paid to investors 1.2 times covered by net operating cash flow

–       All investments in 2016 funded through excess cash in priority to the corporate debt facility

–       Market tested cash deposit rates and reset where possible

–       £39.7 million of foreign exchange forward contracts in place to mitigate short-term foreign exchange cash 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 £209.9 million and made commitments of £279.4 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.

 

LOCATION

KEY ATTRIBUTES

OPERATIONAL STATUS

INVESTMENT/ COMMITMENT

INVESTMENT/ COMMITMENT DATE

 

1

2

3

4

5

 

 

 

INVESTMENTS MADE DURING 12 MONTHS TO 31 DECEMBER 2016

Westermost Rough OFTO

U.K.

P

P

P

 

P

Operational

£26.8 million

4 February 2016

Thames Tideway Tunnel

U.K.

P

P

P

 

P

Under construction

£70.2 million

Various

Priority School Building Aggregator Programme – Batch 5

U.K.

P

 

P

 

 

Under construction

 

£5.1 million

 26 April 2016

Wolverhampton Building Schools for the Future

U.K.

P

P

 

P

 

Operational

£7.1 million

29 June 2016

Halton Place Building Schools for the Future

U.K.

P

P

 

P

 

Operational

£2.2 million

July – September 2016

Building Schools for the Future Portfolio

U.K.

P

P

 

P

 

Operational

£72.3 million

22 August 2016

U.S. Military Housing

U.S.

P

 

 

P

 

Operational

£24.6 million1

28 September 2016

Gold Coast Light Rail – Phase 1

Australia

P

P

 

P

 

Operational

£1.6 million1

22 December 2016

 

 

 

£209.9 million

 

INVESTMENT COMMITMENTS MADE DURING THE 12 MONTHS TO 31 DECEMBER 2016

 

 

Gold Coast Light Rail – Phases 1 & 2

Australia

P

P

 

P

P

Phase 1 – Operational, Phase 2 – Under construction

£4.4 million1

28 April 2016,

22 December 2016

National Grid Gas Distribution2

U.K.

P

P

 

 

P

Operational

Up to £275 million

8 December 2016

 

 

 

 

 

 

 

 

£279.4 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 £26.8 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 £4.2 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 £70.2 million into the Tideway project, leaving £78.2 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 £5.1 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 £7.1 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 £2.2 million. 

In August, 2016 INPP invested £72.3 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 (£24.6 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 (£3.8 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 £275 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 £23 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 £500 billion, with £300 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 €15.6 billion, with 40 transactions representing €7.8 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 term1.

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 projects2. 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 OPPORTUNITIES /SECTOR

LOCATION

ESTIMATED INVESTMENT OPPORTUNITY/PROJECT CAPITAL VALUE

EXPECTED CONCESSION LENGTH

INVESTMENT STATUS

Thames Tideway Tunnel

U.K.

c.£78 m investment Commitment remaining1

120 years

The Company is 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 Gas Distribution

U.K.

Up to £275m Investment committed2

Operational business

Expected to reach financial close H1 2017

Digital

U.K.

c.£50m2

 

Various

Opportunities being reviewed

Education

Australia and U.K.

c.£70m3

Various

Opportunities through variations to existing PPP contracts and through Amber’s wider relationships

Health

U.K.

c.£10m3

 

Various

Currently under construction

Police

Germany

c.£140m3

 

30 years

One of two bidders

Regulated

U.K.

c.£230m3

 

Various

OFTO and other regulated opportunities at varying stages

Transport

Germany, Australia and U.K.

c.£4.5bn3

Various

Variety of larger scale projects. 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.£78m. 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 £9.4 million of additional project work, with individual variations ranging in value from £200 to over £1 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 COMPLETION DATE

DEFECTS COMPLETION DATE

STATUS

% OF FAIR VALUE OF INVESEMENT

Priority School Building Aggregator Programme

U.K.

2018

2019

Modest delays.  No financial impact on Company1

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 CASH FLOW

YEAR TO 31 DECEMEBER 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ 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 flows1

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.£72.3 million) include net repayments from investments at fair value through profit and loss (c.£27.2 million), exchange gains and losses on cash and cash equivalents (c.£0.4 million) and finance costs paid (c.£2.3 million) which are not included in the net cash inflows from operations (c.£46.9 million) as disclosed in the statutory cash flow statement on page 68 of the financial statements.

 

The Company’s cash balance of £71.0 million at 31 December 2016 was broadly consistent with the cash held at 31 December 2015 of £72.4 million. Cash balances include amounts anticipated to be invested in the early part of 2017.

Cash receipts from investments increased in the year to £94.7 million (2015: £76.0 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 £16.1 million (2015: £13.7 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 £400 million (2015: £300 million). As at 31 December 2016, the facility was £nil cash drawn, £107.4 million was issued as letters of credit and £292.6 million remained uncommitted and available for investment in new and existing projects (noting that the Company has agreed to invest up to £275 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 £2.3 million (2015: £3.5 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 £209.9 million (2015: £143.1 million), with further amounts also being committed for future investment. This increased investment activity contributed to higher one-off operating costs of £4.0 million (2015: £2.8 million).

Cash dividends paid in the year of £61.9 million (31 December 2015: £48.6 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 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ 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 2016

 £ MILLION

YEAR TO 31 DECEMEBER 2015

 £ MILLION

Annualised Ongoing Charges1

(16.1)

(13.7)

Average NAV2

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.

DIVIDEND 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 £175.3 million (2015: £79.9 million) with Earnings per Share of 17.18 pence (2015: 9.54 pence).

Returns from portfolio investments (investment income) in the year was £206.8 million (2015: £100.2 million) including fair value movements, dividends and interest. These returns were partially offset by operating expenses (including finance costs) of £24.6 million (2015: £21.6 million) and other operating expenses of £6.8 million (2015: other operating income of £1.3 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 £1,603.7 million at 31 December 2016 (2015:  £1,290.2 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 (£m)

[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 £200 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 £61.9 million.

The NAV Return of £96.7 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 £1,515.2 million, an increase of 26.2% since 31 December 2015 (£1,201.1 million).

Investments at Fair Value Movements (£m)

[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 £123.2 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 £209.9 million in the Investments held at Fair Value owing to new investments that were made during the year

–       A decrease of £94.7 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 £32.4 million increase in the fair value of investments

–       A net decrease of £12.1 million, which reflects the changes made to the macroeconomic assumptions

–       A net increase of £55.4 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.

Australia

Europe

Canada

U.S.2

2.75%

2.50%

2.00%

2.00%

N/A

2.75%

2.50%

1.0% in 2016, then 2.00%

2.00%

N/A

Long-term Deposit Rates1

U.K.

Australia

Europe

Canada

U.S.2

2.00%

3.00%

2.00%

2.00%

N/A

3.00%

4.50%

3.00%

3.00%

N/A

Foreign Exchange

GBP/AUD

GBP/CAD

GBP/EUR

GBP/USD

1.86

1.71

1.12

1.30

2.13

2.02

1.28

1.49

Tax Rate

U.K.

Australia

Europe

Canada

U.S.2

17.00%-20.00%3

30.00%

Various (12.50%-33.99%)

Various (26.50%-27.00%)

N/A

18.00%-20.00%

30.00%

Various (12.50%-33.99%)

Various (26.50%-27.00%)

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.

METRIC

31 DECEMBER 2016

30 JUNE 2016

31 DECEMBER 2015

MOVEMENT 31 DECEMBER 2015 -31 DECEMBER 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 only1

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 CHANGE

No significant change in risk exposure since last reporting period

 

   

RISK

DESCRIPTION

MITIGATION/APPROACH

 

MACROECONOMIC RISKS

 

Inflation

 

 

 

Inflation may be higher or lower than expected.  Investment cash flows are positively correlated to inflation therefore increases/decreases to inflation compared to current projections would impact positively or negatively on the Company’s future projected cash flows.  Negative inflation (deflation) will reduce the Company’s future cash flows in absolute 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.

INPP monitors the effect of inflation on its portfolio through its bi-annual valuation process and reports on this to investors. It also provides sensitivities to investors indicating the projected impact on the Company’s NAV of a number of alternative inflation scenarios, offering investors an ability to anticipate the likely effects of some inflation scenarios on their investment. 

INPP uses a long-term view of inflation within its forecasts, benchmarked where possible to independent analysis.

 

 

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 Movements

INPP indirectly holds part of its investments in entities in jurisdictions with currencies other than Sterling but borrows corporate level debt, reports its NAV and pays dividends in Sterling. Changes in the rates of foreign currency exchange are outside INPP’s control and may impact positively or negatively on cash flows and valuation.

INPP uses forward foreign exchange contracts to mitigate the risk of short-term volatility in foreign exchange on significant investment returns from overseas investments. These may not be fully effective and rely on the strength of the counterparties to those contracts to be enforceable.

INPP monitors the effect of foreign exchange on its portfolio through its biannual valuation process and reports this to investors. The Company also provides sensitivities to investors indicating 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 of interest can affect the Company in a variety of different ways:

Valuation Discount Rate

The Company, in valuing its investments, uses a discounted cash flow methodology. Changes in market rates of interest (particularly government bond rates) may directly impact the 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.  

 

 

 

In determining the discount rate used to value its investments, INPP generally uses nominal interest rates. Where the Company’s cash investment inflows are linked to inflation, higher interest rates can often be precipitated by higher inflation expectations, and therefore any inflation linkage may partly mitigate the effect of interest rate changes

 

 

3

 

 

INCREASE

 

 

 

Slight increase to reflect changes in the underlying portfolio with higher sensitivity to changing rates

 

 

Corporate Debt Facility

INPP has a corporate level debt facility that may be drawn from time to time.  Interest is charged on a floating rate basis, so higher than anticipated interest rates will increase the cost of this facility adversely impacting on cash flow and the Company’s valuation. 

 

In the event that the interest rate increases, INPP has the option of repaying its corporate level facility at any time with minimal notice, providing sufficient funds are available.

 

 

 

 

Underlying portfolio considerations

Changes in interest rates have potential impacts on the portfolio at underlying investee entity level. Portfolio entities typically choose or can be required to hold various cash balances, including contingency reserves for future costs (such as major lifecycle maintenance or debt service reserves).  These are generally held on interest bearing accounts and under the contractual terms applicable to certain investments which in many cases are projected to be held for the long term.

The Company assumes that it will earn interest on such deposits over the 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. 

 

As presented in the sensitivity analysis, variations in cash deposit rates have little impact on the Company’s NAV. Due to the spread of cash holdings within ring-fenced SPV structures and relatively smaller balances in the SPV’s, it is not economically feasible to hedge against adverse deposit rate movements.

INPP monitors the effect of historical and projected interest rates on its portfolio through its biannual valuation process and reports this to investors. It also provides sensitivities to investors indicating the projected impact on the Company’s NAV of a limited number of alternative scenarios, offering investors an ability to anticipate the likely effects of some deposit interest rate scenarios on their investment.

The risk of adverse movements in debt interest rates for unhedged debt within regulated entities is limited through protections provided by the regulatory regime.

 

 

Taxation

 

 

 

Change in Legislation

Changes in tax legislation across the multi-jurisdictions in which INPP has investments can reduce returns impacting on the Company’s cash flow and valuation.

 

The diversified jurisdictional mix of INPP’s investments may provide some mitigation to tax changes in any one jurisdiction.

INPP believes it takes a conservative approach to tax planning. The Board monitors changes in tax legislation and takes advice as appropriate 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

Most recently INPP has benefited from reductions in the headline rates of 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.

 

INPP incorporates changes in tax rates within its forecast cash flows and NAV only once substantively enacted.

 

 

Base Erosion and Profit Shifting

The OECD’s Action Plan on Base Erosion and Profit Shifting (‚BEPS’), published in 2013, seeks to address perceived flaws in international tax rules. It sets out 15 actions to counter BEPS in a comprehensive and coordinated way. Countries in which INPP invests have been assessing their compliance or otherwise with this 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.  

 

The Company’s Investment Adviser has responded to corporate interest deductibility consultations in the U.K. during the year and continues to monitor developments in other relevant geographies.

Whilst our initial assessment of the U.K. Finance (No.2) Bill 2016-17, issued in March 2017, is that we are not expecting the legislation to have a significant impact on portfolio valuation, there can be no guarantee that responses to the OECD proposals by other governments will not have a negative impact on the Company’s performance.

 

 

Accounting

 

Accounting changes can have the effect of reducing distributable profits in investee entities and holding entities and may impact the Company’s cash flows and thus valuation adversely.

A portion of INPP’s income is received in the form of shareholder debt interest income i.e. from pre-tax cash flows and not constrained by distributable profits tests. However, changes in accounting rules could potentially have an impact 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 businesses in which INPP invests exposes the Company to potential changes in policy and legal requirements. All investments have a public sector infrastructure service aspect. Some are subject to formal regulatory regimes. All are exposed to political scrutiny and the potential for adverse 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. 

Most of INPP’s existing investments benefit from long-term service and asset availability based pricing contracts and the countries in which the Company operates do not tend to have a tradition of penal retrospective legislation. They tend to be long-term supporters of infrastructure and similar investment and recognise the risk of deterring future investment in the event that penal or disproportionate steps are taken in respect of existing contractual engagements.

 

 

 

 

6

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Termination of Contracts

Often contracts between public sector bodies and INPP’s investment entities contain rights for the public sector to voluntarily terminate contracts in certain situations. While the contracts typically provide for some compensation in such cases, this could be less than required to sustain the INPP’s valuation causing loss of value. There have been instances of contracts being voluntarily terminated in the U.K. (although not affecting INPP).

 

INPP maintains strong and positive relationships with its public sector clients where possible. It engages with its public sector clients in developing cost-saving initiatives and seeks to act as a ‚good partner’. None of INPP’s investments have been identified, by any government audit or public sector report, as poor value-for-money or not in the public interest.

The Investment Adviser is a signatory to the Code of Conduct for Operational PFI/PPP contracts in the U.K. The voluntary code of conduct sets out the basis on which public and private sector partners agree to work together to make savings in operational Public PPP contracts.

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

Changes in law or regulation may increase costs of operating and maintaining facilities or impose other costs or obligations that indirectly adversely affect INPP’s cash flow from its investments and/or valuation of them.

 

Some investments maintain a reserve or contingency designed to meet change in law costs and/or have a mechanism to allow some change in law costs (typically building maintenance related) to be passed back to the public sector.

 

 

 

 

Change in Political Policy

Political policy and financing decisions may also impact on relationships on existing investments and on INPP’s ability to source new investments at attractive prices or at all.

 

Current policy trends in the U.K. and elsewhere continue to support the use of private sector capital to finance public infrastructure, despite recent developments in the political landscape in the U.K. and more generally in the U.S. and EU in particular.

 

 

 

 

Change in Regulations

INPP is subject to changes in regulatory requirements that relate to its business and that of its 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.

 

The Company and Amber, its Investment Adviser, monitor regulatory developments and seek independent professional advice in order to manage compliance with changing regulatory requirements.

 

 

 

OPERATIONAL AND VALUATION RISK

 

 

 

Asset Performance

 

Construction

For the Company’s assets under construction, there is element of construction risk takes the form of cost overruns that could impact on project returns.

 

Asset Availability

The entitlement of INPP’s PPP and OFTO investments to receive income is generally dependent on underlying physical assets remaining available for use and continuing to meet certain performance standards. Failure to maintain assets available for use or operating in accordance with pre-determined performance standards may dis-entitle (wholly or partially) the continued receipt of income that INPP has projected to receive. 

 

 

Contractual mechanisms allow for significant pass down of construction cost overrun risk to subcontractors or consumers.

 

 

The Board reviews underlying investment performance of each investment quarterly allowing asset performance to be monitored in close to real time.

Historically, INPP has seen very high levels of asset performance, which suggests a positive trend for the future.

Contractual mechanisms and underlying regulatory frameworks also allow for significant pass-down of unavailability and performance risk to sub-contractors in many cases.

 

 

 

 

7

 

 

 

 

INCREASE

 

 

 

 

 

New investments made into construction stage assets

 

 

 

 

Termination

In serious cases where the terms of the underlying contract with the public sector are breached due to default or force majeure then that contract can usually be terminated without compensation. Failure to receive the amount of revenue projected or termination of a contract will have a consequential impact on INPP’s cash flow and value.

 

In the event of significant and continuing unavailability across INPP’s portfolio, it is able to terminate the Investment Advisory Agreement. This serves to reinforce alignment of interest between the Company and the Investment Adviser.

Regarding any potential impact from the U.K.’s planned withdrawal from the EU, there are no specific ‚Brexit’ specific clauses in INPP’s underlying project contracts.

 

 

 

Counterparty Risk

 

INPP’s investments are dependent on the performance of a series of counterparties to contracts including public sector bodies, consortium partners, construction contractors, facilities management and maintenance contractors, asset and investment managers (including the Investment Adviser), banks and lending institutions and others. Failure by one or more of these counterparties to perform their obligations fully or as anticipated could adversely affect the performance of affected investments. Replacement counterparties where they can be obtained may only be obtained at a greater cost. These risks would negatively impact the Company’s cash flows and valuation.

 

 

 

 

Where borrowings exist in respect of INPP’s investments, interest rates are generally fixed through the use of interest rate swaps. INPP is therefore exposed if the counterparties of these swaps were to default or the swaps otherwise become ineffective.

INPP has a broad range of suppliers and believes that supplier counterparty risk is diversified across its investments. All contracts include the provision of a security package from counterparties to mitigate the impact of supplier failure. In addition, generally payments are made in arrears to service providers giving the Company some protection against failures in performance.

The credit quality of supplier counterparties is reviewed as part of INPP’s due diligence at the time of making its investments.

Most of the services provided to the Company’s investments are reasonably generic and therefore there can be expected to be a pool of potential replacement supplier counterparties in the event that a service counterparty fails albeit not necessarily at the same cost.

 

The credit risk of such swap counterparties is considered at the time of entering into these arrangements and are regularly reviewed. However, there is a risk of credit deterioration which could impact affected investments.

 

 

 

 

8

 

 

 

 

INCREASE

 

 

 

 

 

Potential increased risk from large consortium investments where INPP holds non-controlling interest

 

 

 

OPERATIONAL AND VALUATION RISK CONTINUED

 

 

 

Physical Asset Risk

 

INPP indirectly invests in physical assets used by the public and thus is exposed to possible risks, both reputational and legal, in the event of damage or destruction to such assets and their users including loss of life, personal injury and property damage.  While the assets INPP invests in benefit from insurance policies, these may not be effective in all cases. 

INPP’s investments benefit from regular risk reviews and external insurance advice which is intended to ensure that those assets continue to benefit from insurance cover that is standard for such assets.

 

 

 

 

9

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Contract Risk

 

The performance of the Company’s investments is dependent on the complex set of contractual arrangements specific to each investment continuing to operate as intended. INPP is exposed to the risk that such contracts do not operate as intended, are incomplete, contain unanticipated liabilities, are subject to interpretation contrary to its expectations or otherwise fail to provide the protection or recourse anticipated.

Such contracts have been entered into usually only after lengthy negotiations and with the benefit of external legal advice. A legal review of contract documentation is undertaken as part of INPP’s due diligence at the time of making new investments.

 

 

 

 

10

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

Financial Forecasts

 

INPP’s projections depend on the use of financial models to calculate its future projected investment returns. These are in turn dependent on the outputs from other financial model forecasts at the underlying investment entity level. There may be errors in any of these financial models including calculation errors, incorrect assumptions, programming, logic or formulaic errors and output errors. Once corrected, such errors may lead to a revision in projected cash flows and thus impact valuation.

Financial forecasts are generally subject to model audit by external accountancy firms which is a process designed to identify errors. The comparison of past actual performance of investments against past projected performance also gives confidence in financial models where actual performance has closely matched projected performance. However, there can be no assurance that forecast results will be realised.

 

 

 

 

11

 

 

 

 

NO SIGNIFICANT CHANGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sensitivities

INPP publishes information relating to its portfolio including projections of how portfolio performance and valuation might be impacted by changes in various factors e.g. interest rates, inflation, deposit 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.

 

Sensitivities are produced for the information of investors and are accompanied by disclaimers and guidance explaining that limited reliance can be placed upon them.

 

 

 

Cyber-security

 

Cyber-security continues to be an issue of relevance across all businesses as a response to the growing levels of sophistication being used in carrying out cyber-attacks targeting businesses. Cybercrime could impact INPP in a number of ways including financially, operationally or through reputational impact.

A number of control layers are in place across INPP’s structure to mitigate as far as possible against the risk of a cyber-security issue occurring in the Company’s operational or investment 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 Dorey1 Chairman

Chairman, Investment Committee

John Whittle1      Senior Independent Director

Chairman, Audit and Risk Committee

John Le Poidevin1

John Stares1

Chairman, Risk Sub-Committee

Chairman, Nomination and Remuneration Committee

Claire Whittet1

Chairman, Management Engagement Committee

Giles Frost

Aged 56 and a resident of Guernsey, Rupert has over 30 years of experience in financial markets, including 17 years at CSFB where he specialised in credit-related products.

Rupert’s expertise was principally in the areas of debt distribution, origination and trading, where he held a number of senior positions at CSFB, including Fixed Income Credit product coordinator for European offices and head of U.K. Credit and Rates Sales.

Since 2005 Rupert has been a Non-Executive Director for a number of Hedge Funds, Private Equity & Infrastructure Funds.

He is a member of the Institute of Directors.

Aged 61, John is a resident of Guernsey. John is a Chartered Accountant and holds the Institute of Directors Diploma in Company Direction. John holds non-executive positions on a number of other boards.

John was previously Finance Director of Close Fund Services, a large independent fund administrator.

Prior to moving to Guernsey, John was at Price Waterhouse in London before embarking on a career in business services, predominantly telecoms.

Aged 46, and a resident of Guernsey, John has over 20 years of business experience. 

John is a Fellow of the Institute of Chartered Accountants in England and Wales and a former partner of BDO LLP, where as Head of Consumer Markets, he developed an extensive breadth of experience and knowledge across the leisure and retail sectors in the U.K. and overseas.

John is a non-executive director on several plc boards and chairs a number of Audit Committees. 

Aged 65 and a resident of Guernsey since 2001, John has over 40 years business experience. 

Before moving to Guernsey, John worked for 23 years as a management consultant with Accenture where he held a wide variety of leadership roles.

He currently holds non-executive positions on the boards of several other companies.

John is a Fellow of the Institute of Chartered Accountants in England and Wales, a member of the Worshipful Company of Management Consultants, and a Freeman of the City of London.

Aged 61 and a resident of Guernsey, Claire has nearly 40 years experience in the banking industry. In 2003, Claire joined Rothschild Bank International Limited as a Director and was latterly, Managing Director and Co-Head until May 2016 when she became a Non-Executive Director of the bank. Claire was previously with Bank of Scotland and was then Global Head of Private Client Credit at Bank of Bermuda. Claire is a Non-Executive Director of another four listed funds, is a member of the Chartered Institute of Bankers in Scotland, a member of the Chartered Insurance Institute, a Chartered Banker, a member of the Institute of Directors and holds the Institute of Directors Diploma in Company Direction.

Aged 54, resident in the United Kingdom, Giles is a founder and Director of Amber and has worked in the infrastructure investments sector for over 20 years. Giles qualified as a solicitor and partner in the law firm Wilde Sapte (now Dentons).

Giles is a Director of Amber Infrastructure Group Holdings Ltd, the ultimate holding company of the Investment Adviser to the Company and various of its subsidiaries.

 

DATE OF APPOINTMENT

2 August 2006                       

6 August 2009

1 January 2016

28 August 2013

10 September 2012

2 August 2006

1 All of the Independent Directors are members of all committees.

 

 

 

             

 

LISTED COMPANY AND OTHER RELEVANT DIRECTORSHIPS

Rupert Dorey

AP Alternative Assets LP, AAA Guernsey Ltd

Cinven Capital Management IV, V, VI Ltd,

Cinven General Partner Ltd, Ltd

NB Global Floating Rate Income Fund Ltd

M&G General Partner Inc, Episode LLP & Episode Inc.

Partners Group Global Opportunities Ltd

Tetragon Financial Group Ltd /Tetragon Financial Group Master Fund Ltd

John Whittle

Aberdeen Frontier Markets Investment Company Ltd

Globalworth Real Estate Investments Ltd

GLI Finance Ltd

India Capital Growth Fund Ltd

Starwood European Real Estate Finance Ltd

Toro Ltd

John Le Poidevin

BH Macro Ltd

Market Tech Holdings Ltd

Safecharge International Group Ltd

Specialist Investment Properties Plc

Stride Gaming plc

John Stares

JT Group (Chairman)

Terra Firma (Guernsey-based entities)

Governor of More House School

New Philanthropy Capital (Trustee)

Claire Whittet

BH Macro Ltd

Eurocastle Investment Ltd

Riverstone Energy Ltd

TwentyFour Select Monthly Income Fund Ltd

Giles Frost

Giles is also a Director of a number of the Company’s subsidiary and investment holding entities and of other entities in which the Company has an investment.  He does not receive directors’ fees from such roles for the Company.

 

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

£60,000

£67,500

Audit Committee Chairman

£50,000

£55,000

Director (Independent and Non-Independent)

£37,500/£32,000

£43,000

During the year, serving Directors were paid the following emoluments: 

DIRECTOR

2016 FEES PAID

£

2015  FEES PAID/ACCRUED1

£

Rupert Dorey2

60,000

70,000

John Whittle3

50,000

60,000

Claire Whittet

37,500

47,500

John Stares

37,500

47,500

John Le Poidevin

37,500

Giles Frost4

32,000

42,000

         

1        Includes £10,000 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:

DIRECTOR

31 DECEMBER 2016

NUMBER OF  ORDINARY SHARES1

31 DECEMBER 2015

NUMBER OF ORDINARY SHARES1

Rupert Dorey2

793,687

793,687

John Whittle3

52,198

52,198

Claire Whittet3

52,257

50,000

John Stares

75,000

75,000

John Le Poidevin4

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 £3,000 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.

DIRECTORS

QUARTERLY BOARD

AD-HOC BOARD

AUDIT AND RISK COMMITTEE

MANAGEMENT ENGAGEMENT COMMITTEE

INVESTMENT COMMITTEE

REMUNERATION AND NOMINATION 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 Frost1

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 £750 million of GAV of the portfolio

>       1.0% for that part of the portfolio that exceeds £750 million in GAV but is less than £1.5 billion

>       0.9% for that part of the portfolio that exceeds £1.5 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 £50,000, 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:

NAME OF HOLDER

% ISSUED CAPITAL 

NO. OF ORDINARY SHARES

DATE NOTIFIED

Schroder plc

14.995%

161,383,819

22 August 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:

NAME OF HOLDER

% ISSUED CAPITAL 

NO. OF ORDINARY SHARES

DATE NOTIFIED

Investec Wealth & Investment Limited Ltd

10.00%

112,765,447

12 January 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

 

INDEPENDENT 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 £16million 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 £1,515 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 to the risk

 

We have tested the effectiveness of controls in operation 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 concluded to the Audit Committee

We confirmed that there were no material matters arising from our audit work on the valuation assumptions, model itegrity or model inputs that we wished to bring to the 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 to the risk

We updated our understanding of the Group’s processes 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 communicated to the Audit Committee

We confirmed that there were no matters identified during our audit work that we wanted to bring to the attention of the audit 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 £16million (2015: £12.9million), 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. £1.4billion at 30 June 2016 to £1.6billion as at 31 December 2016 mainly due to capital raise in July and December 2016. This resulted in a higher materiality of £16million compared to £13.7million that was originally determined at the audit planning stage.

A lower materiality of £2.2million (2015: £2.9million) 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 £8million (2015: 50% of materiality, namely £6.4million).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 £0.8million (2015: £0.6million), 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. and Ireland) reporting

We are required to report to you if, in our opinion, financial and non-financial information in the Annual 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 review requirements

We are required to review:

–       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) Law, 2008 requirements

 

We are required to report to you if, in our opinion:

–     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. and Ireland) reporting

We are required to give a statement as to whether we have anything material to add or to draw attention to 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

YEAR ENDED 31 DECEMBER 2016

 

 

 

Notes

Year ended

31 December 2016

£’000s

Year ended

31 December 2015

£’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)

Transaction costs

 

6, 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

YEAR ENDED 31 DECEMBER 2016

 

 

 

 

NOTES

SHARE CAPITAL

OTHER DISTRIBUTABLE RESERVE

RETAINED EARNINGS

TOTAL

 

 

£’000s

£’000s

£’000s

£’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

 

 

 

YEAR ENDED 31 DECEMBER 2015

 

 

 

 

NOTES

SHARE CAPITAL

OTHER DISTRIBUTABLE RESERVE

RETAINED EARNINGS

TOTAL

 

 

£’000s

£’000s

£’000s

£’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

 

 

 

NOTES

 

 

31 DECEMBER 2016
£’000S

31 DECEMBER 2015
£’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