The information contained
within this Announcement is deemed by the Company to constitute
inside information. Upon the publication of this Announcement via a
Regulatory Information Service this inside information is now
considered to be in the public domain.
29
August 2024
BBGI Global Infrastructure
S.A.
('BBGI'
or the 'Company')
Interim results for the six
months ended 30 June 2024
BBGI Global Infrastructure S.A. (LSE ticker: BBGI), the
global infrastructure investment company, is pleased to announce
its interim results for the six months ended 30 June
2024
A
copy of the Interim Report is available at
https://www.bb-gi.com/interim-report-2024/ and
this is also attached to the
announcement: http://www.rns-pdf.londonstockexchange.com/rns/0701C_1-2024-8-28.pdf
Key Highlights
· Strong operational performance of our globally diversified
portfolio of 56 high-quality, 100 per cent availability-style
infrastructure assets.
· Dividend well covered at 1.47x and increased by 6 per cent to
8.40pps for 2024.
· Well
positioned for the future with no cash drawings on the revolving
credit facility and net cash of GBP20.6 million.
· NAV
total return in the period of 2.4 per cent
Sarah Whitney, Non-Executive Chair of BBGI,
commented:
"I am
pleased to report another period of robust operational and
financial performance. This performance underpins the quality of
our secure asset class, active asset management approach and
disciplined capital allocation, and is a testament of our proven
track record in delivering long-term sustainable returns for our
shareholders. Our high-quality
inflation-linked cash flows generated by our portfolio of
availability-style core infrastructure assets has enabled us to
meet consistently or exceed dividend targets since the IPO in 2011,
providing our shareholders with predictable, progressive and fully
cash-covered dividends for over a decade.
Our current share price offers an
attractive FY 2024 and FY 2025 dividend yield of 6.3 per cent and
6.4 per cent respectively.[1] Over the medium
term, we expect cashflows to continue to
support a healthy dividend cover and provide ample headroom to sustain a progressive dividend
policy well into the future."
Duncan Ball, CEO of BBGI, said:
"The
strength and resilience of our core infrastructure portfolio have
been successfully demonstrated once again in this reporting period.
The predictable cash flows from our existing portfolio provide the
necessary headroom for the Company to sustain progressive annual
dividends for the next 15 years, even without additional
investments.
Stabilising, and potentially
reducing interest rates, combined with an ever-increasing demand
for infrastructure investments, presents a long-term growth
opportunity for BBGI. As governments worldwide navigate the
challenges associated with the high levels of public debt and the
growing need for new infrastructure projects and repairing and
maintaining aging infrastructure, specialist investors like BBGI
are well positioned to play a critical role. We will continue to
maintain a disciplined and prudent approach to capital allocation
and prioritise the most optimal use of cash based on maximum value
accretion for all our stakeholders."
Financial highlights
2024 target dividend
growth
+6%
8.40
pence per share ('pps')
|
2025 target dividend
growth
+2%
8.57pps
|
Cash dividend
cover
1.47x
(FY
2023: 1.40x)
|
NAV per
share
147.4p
(31
December 2023: 147.8p)
|
NAV total return in the
period
+2.4%
|
Annualised NAV total return
per share since IPO
8.5%
|
High-quality inflation
linkage
0.5%
(FY
2023: 0.5%)
|
Annualised ongoing
charges
0.90%
(FY
2023: 0.93%)
|
Net cash
£20.6m
No
drawings under RCF
|
Financial and operational
highlights
Strong operational performance
§ Our
globally diversified portfolio of 56 high-quality, 100 per cent
availability-style infrastructure assets maintained a consistently
high asset availability rate of 99.9 per cent.
§ Net cash
generated at the Portfolio Company level ahead of projections, with
no material lockups or defaults.
§ We focus
on partnering with highly rated, creditworthy public sector
entities and strategically invest in countries with solid credit
ratings (AA to AAA), including Australia, Canada, Germany, the
Netherlands, Norway, the UK, and the US. This geographic
diversification enhances our ability to mitigate risks and capture
opportunities across different economic landscapes.
Generating high-quality, stable, predictable and
inflation-linked cash flows
§ Contracted high-quality inflation linkage of 0.5 per
cent.
§ Reaffirmed 6 per cent dividend growth target for 2024 and 2
per cent dividend growth target for 2025.
§ Paid a
second interim 2023 dividend of 3.965pps in April 2024.
§ Declared
a dividend of 4.20pps for H1 2024, to be paid in October
2024.
§ The cash
dividend cover for H1 2024 was 1.47x. We expect the FY 2024
cover to be in the range of 1.3x to 1.4x
(FY 2023: 1.40x).
§ Based on
current estimates, and even if there were to be no further
acquisitions, the portfolio could continue to generate a
progressive dividend for the next 15 years.
§ Weighted
average discount rate remained flat at 7.3 per cent in H1 2024 (31
December 2023: 7.3 per cent), and is well
supported by external secondary market transactions,
reflecting an equity risk premium of c. 3.3 per
cent.
Continued resilient performance and prudent financial
management
§ In H1
2024, our NAV total return per share was 2.4 per cent. This return
consisted of a dividend of 3.965pps paid in April, partially offset
by a modest 0.3 per cent decrease in NAV per share to 147.4pps (at
31 December 2023: 147.8pps) largely the impact of net negative
foreign exchange movements.
§ These
valuation impacts were partially offset by the updated inflation
and deposit rate assumptions, aligned with current macroeconomic
data, along with value enhancements to our portfolio.
§ As of 30
June 2024, our financial health remains solid with no structural
gearing at Group level. With limited exceptions only, borrowing
costs are fixed at the Portfolio Company level, providing stability
and predictability. 55 of 56 projects have no refinancing risk
during the concession period.
§ Our
proportionate share of Portfolio Company deposits were in excess of
£300 million at 30 June 2024. We take a proactive approach to
treasury management, which includes implementing cash pooling
arrangements in Canada and the UK, as well as active treasury
management in other jurisdictions to maximise the interest earned
on cash deposits. This strategy enables us to achieve competitive
rates across all currencies, with a weighted average interest rate
of approximately 4.9 per cent being achieved across jurisdictions
at 30 June 2024.
§ Our net
cash position remained robust at £20.6 million as of 30 June 2024,
with no cash drawings outstanding under the RCF. The strong
financial liquidity positions us well to consider opportunities
that will enhance long-term shareholder value.
Value-enhancing active asset management
§ We are
committed to optimising operational performance to drive
efficiencies and maximise portfolio value. Our proactive management
approach ensures that our investments in social infrastructure
assets consistently deliver sustained benefits to communities and
stakeholders, while generating attractive long-term returns to our
shareholders.
§ We
prioritise client satisfaction, as evidenced by the strong overall
Net Promoter Score of 56 from our project clients, which is in the
top quartile of the achievable range, underscoring our commitment
to maintaining robust client relationships and delivering
exceptional performance.
§ Despite
the increasing cost pressures attributed to heightened levels of
inflation in recent times, our diligent approach to cost management
has allowed us to maintain our ongoing charges at a competitive
level of 0.90 per cent.
Focus on disciplined growth and capital allocation
strategy
§ Our
strategy focuses on investing in high-quality assets with secure
long-term cash flows and high inflation correlation, while our
capital allocation policy involves benchmarking each potential
investment against other alternative capital allocation options.
Our governance model also ensures full alignment between the
management's interests and those of our shareholders.
§ In H1
2024, we considered numerous investment opportunities across
various sectors and regions in which we operate. As none of these
opportunities met our requirements, we did not make any new
investments during this period.
Progressing on our Environmental, Social and Governance
commitments
§ Our
stand-alone Sustainability Report details our strong ESG
credentials, and the significant work being done on several
fronts.
Company presentation for analysts and
investors
A Company presentation for
analysts and investors will take place today, Thursday, 29 August
2024, at 9.00am (BST) time via live webcast and dial in conference
call.
To
register for the live analyst webcast, please use this
link:
https://stream.brrmedia.co.uk/broadcast/668ff6b236704318d5bce5c3
For those analysts and investors
who wish to attend the live conference call, please contact
InvestorServices@bb-gi.com
In addition, BBGI will be hosting a
separate presentation for retail investors via the Investor Meet
Company platform on the day at 2.30pm
(BST). This presentation is open to all
existing and potential shareholders.
Questions can be submitted
pre-event via your Investor Meet Company dashboard or at any time
during the live presentation.
Investors can sign up to Investor Meet Company for free and
add to meet BBGI Global Infrastructure S.A. via:
https://www.investormeetcompany.com/bbgi-global-infrastructure-sa/register-investor
Investors who already
follow BBGI on
the Investor Meet Company platform will automatically be
invited.
FOR FURTHER INFORMATION, PLEASE CONTACT:
BBGI Management Team
|
+352 263 479-1
|
Duncan Ball, CEO
|
|
Michael Denny, CFOO
|
|
Dilip Kejriwal, Director of
Investor Relations
|
|
|
|
H/Advisors Maitland (Communications advisor)
|
BBGI-maitland@h-advisors.global
|
James Benjamin
|
+44 (0) 7747 113 930
|
Rachel Cohen
|
+44 (0) 20 7379 5151
|
Billy Moran
|
+44 (0) 20 7379 5151
|
NOTES
BBGI Global Infrastructure
S.A. (BBGI) is a responsible
infrastructure investment company and a constituent of the FTSE 250
that invests in and actively manages for the long-term a globally
diversified, low-risk portfolio of essential social infrastructure
investments.
BBGI is committed to delivering
stable and predictable cash flows with progressive long-term
dividend growth and attractive, sustainable, returns for
shareholders. BBGI has a proactive approach to preserving and
enhancing the value of its investments, and to delivering well
maintained social infrastructure for communities and end users,
whilst serving society by supporting local communities.
All of BBGI's investments are
supported by secure public sector-backed contracted revenues, with
high-quality inflation linkage. BBGI's investment portfolio is 100
per cent operational with all its investments located across highly
rated investment grade countries with stable, well developed
operating environments.
BBGI's in-house management team is
incentivised by shareholder returns and consistently maintains low
comparative ongoing charges.
Further information about BBGI is
available on its website at www.bb-gi.com*.
The Company's LEI:
529900CV0RWCOP5YHK95
Any reference to the Company or
BBGI refers also to its subsidiaries (where applicable).
* Neither the Company's website
nor the content of any website accessible from hyperlinks on its
website (or any other website) is (or is deemed to be) incorporated
into, or forms (or is deemed to form) part of this
announcement.
------
BBGI Interim Report
2024
About BBGI
BBGI Global Infrastructure S.A. (BBGI, the 'Company', and together with its consolidated
subsidiaries, the 'Group') is a global infrastructure investment
company providing responsible capital to build and maintain
critical social infrastructure[i].
From hospitals to schools, to
affordable housing and safer roads, we partner with the public
sector to deliver social infrastructure that forms the building
blocks of local economies, while creating sustainable value for all
stakeholders.
Our purpose:
Our purpose is to deliver social infrastructure for healthier,
safer and more connected communities, while creating sustainable
value for all stakeholders.
Our vision:
We
invest to serve and connect people.
Our values:
-
Trusted to deliver
-
Dependable partner
-
Investor with impact
-
Present-focused,
future-ready
Six Months in Numbers
Financial highlights[ii]
2024 target dividend
growth
+6%
8.40
pence per share ('pps')
|
|
2025 target dividend
growth
+2%
8.57pps
|
|
Cash dividend cover
1.47x
FY
2023:1.40x
|
|
|
|
|
|
NAV per
share
147.4p
(31 Dec
2023: 147.8p)
|
|
NAV total return in the
period
+2.4%
|
|
Annualised NAV total return
per share since IPO
8.5%
|
|
|
|
|
|
High-quality inflation
linkage
0.5%
FY 2023:
0.5%
|
|
Annualised ongoing
charges
0.90%
FY 2023:
0.93%
|
|
Net cash
£20.6m
No
drawings under RCF
|
Portfolio highlights
- Strong operational
performance of our globally diversified portfolio of 56
high-quality, 100 per cent availability-style infrastructure
assets.
- Maintained a
consistently high asset availability rate of 99.9 per
cent.
- Contracted
high-quality inflation linkage of 0.5 per cent.
- Reaffirmed 6 per cent
dividend growth target for 2024 and 2 per cent dividend growth
target for 2025.
- Net cash generated at
the Portfolio Company level ahead of projections, with no material
lockups or defaults.
- No cash drawings on
the revolving credit facility ('RCF').
- No structural gearing
at Group level.
- All 56 of our
projects are financed on a non-recourse basis, 55 of which have no
refinancing risk during the concession period.
- Weighted average
discount rate stable at 7.3 per cent (31 December 2023: 7.3 per
cent), reflecting an equity risk premium of c. 3.3 per
cent.
Portfolio at a Glance
The fundamentals
Based on portfolio value as at 30
June 2024.
Investment type
100 per cent
availability-style[iii] revenue
stream.
Investment Type
|
|
|
|
Availability-style revenue assets
|
|
100%
|
Regulated assets
|
|
-
|
Demand based assets
|
|
-
|
|
|
|
|
100%
|
|
|
|
|
|
Investment status
Low-risk operational
portfolio.
Investment Status
|
|
|
|
Operational
|
|
|
100%
|
Construction
|
|
|
-
|
|
|
|
|
100%
|
|
|
|
|
|
Geographical split
Geographically diversified in
stable
developed countries.
Geographical Split
|
|
|
|
Canada
|
|
|
35%
|
UK
|
|
|
33%
|
Continental Europe
|
|
|
13%
|
US
|
|
|
10%
|
Australia
|
|
|
9%
|
|
|
|
100%
|
Sector split
Well-diversified sector exposure
with large allocation to low-risk availability-style road and
bridge investments.
Sector Split
|
|
Transport
|
54%
|
Healthcare
|
20%
|
Civic infrastructure
|
12%
|
Education
|
9%
|
Affordable housing
|
3%
|
Clean energy
|
2%
|
|
100%
|
Investment life
Long investment life with 40 per
cent of portfolio by value with a duration of greater than or equal
to 20 years; of which 6 per cent of the portfolio are
non-concession assets delivering dividends and growth into the
future for shareholders.
Investment Life
|
|
|
|
Non-concession assets
|
|
|
|
6%
|
Concession assets
|
|
|
|
94%
|
≥25
years
|
|
|
|
14%
|
≥20 years and <25
years
|
|
|
20%
|
≥10 years and <20
years
|
|
|
51%
|
<10
years
|
|
|
|
9%
|
|
|
|
|
100%
|
Country rating
All assets located in countries
with ratings between AA and AAA[iv].
Country rating
|
|
|
|
AAA
|
|
|
|
57%
|
AA+
|
|
|
|
10%
|
AA
|
|
|
|
33%
|
|
|
|
|
100%
|
Investment ownership
80 per cent of assets by value in
the portfolio are 50 per cent owned or greater.
Investment Ownership
|
|
|
|
100%
|
|
|
|
47%
|
≥75% and <100%
|
|
|
|
7%
|
≥50% and <75%
|
|
|
|
26%
|
<50%
|
|
|
|
20%
|
|
|
|
|
100%
|
Top ten investments
Well-diversified portfolio with no
major single asset exposure.
Top Ten Investments
|
|
|
|
Golden Ears Bridge (Canada)
|
|
|
11%
|
Ohio River Bridges (US)
|
|
|
10%
|
A7 Motorway (Germany)
|
|
|
4%
|
Northern Territory Secure Facilities
(Australia)
|
|
4%
|
A1/A6 Motorway (Netherlands)
|
|
4%
|
Victorian Correctional Facilities
(Australia)
|
|
4%
|
Liverpool & Sefton Clinics (UK)
|
|
3%
|
M1 Westlink (UK)
|
|
3%
|
Women's
College Hospital (Canada)
|
|
3%
|
Poplar Affordable Housing & Recreation Centres
(UK)
|
|
3%
|
Remaining investments
|
|
|
51%
|
|
|
|
|
100%
|
|
|
|
|
|
Projected portfolio cash
flow
The Company's underlying assets
generate a consistent and long-term stream of cash flows for the
portfolio. These cash flows have a high degree of visibility and
certainty, owing to the involvement of government or
government-backed counterparties and the contractual nature of the
agreements.
Investing in concessions requires a
careful balance between long-term benefits and inherent
limitations. On one hand, the contractual cash flows are
exceptionally resilient, indexed to inflation, and inherently
defensive. However, these benefits are tempered by the fact that
the cash flows are finite, concluding at the end of each concession
term.
To enhance disclosure and provide
investors with more detailed information, we are now reporting a
sub-category within our portfolio, to distinguish our concession
assets from non-concession assets. Non-concession assets are assets
where the Portfolio Company either holds a freehold interest or a
long-term leasehold interest in the underlying asset, compared to a
concession arrangement where the asset returns to the public client
at the end of the contract. This sub-category of non-concession
assets includes a portion of our UK LIFT (Local Improvement Finance
Trust) assets, which represents approximately 6 per cent of our
total portfolio value. The LIFT assets, primarily healthcare
facilities, are designed for long-term use, and with regular
maintenance and upgrades, can have significantly longer
income-generating lifespans for BBGI. As a result of this
reclassification, the average remaining life of our portfolio has
been extended from 18.8 years to 22.8 years. This reporting change
does not impact the valuation methodology, nor has there been any
change in the underlying assumptions relating to the
assets.
By prioritising the acquisition of
assets with long residual life and investing excess cash flows into
new projects, while maintaining a progressive dividend, BBGI plans
to maintain a portfolio with a long weighted average
life.
Based on current estimates, and if
there were to be no further acquisitions, the portfolio could
continue to generate a progressive dividend for the next 15
years.
This illustrative chart, as at 30
June 2024, is a target only and is not a profit forecast. There can
be no assurance this target will be met. The illustrative target
cash flows do not consider any further acquisitions, unforeseen
costs, expenses or other factors that may affect the portfolio
assets and therefore the impact on the cash flows to the Company.
As such, the graph above should not in any way be construed as
forecasting the actual cash flows from the portfolio. There are
cash flows extending beyond 2051 but for illustrative purposes,
these are excluded from the chart above.
Chair's Statement
On behalf of the Supervisory Board,
I am pleased to report another period of robust operational and
financial performance. This performance underpins the quality of
our secure asset class, active asset management approach, and
disciplined capital allocation, and is a testament of our proven
track record in delivering long-term sustainable returns for our
shareholders.
Our high-quality inflation-linked
cash flows generated by our portfolio of availability-style core
infrastructure assets has enabled us to meet consistently or exceed
dividend targets since the IPO in 2011, providing our shareholders
with predictable, progressive and fully cash-covered dividends for
over a decade.
All 56 of our infrastructure assets
performed strongly, achieving a consistently high asset level
availability rate and are fully operational. Our strong overall Net
Promoter Score of 56 from our project clients, which is in the top
quartile of the achievable range, a measure of client satisfaction,
further underscores our commitment to delivering strong
performance.
Continued resilient performance and prudent capital
management
In the first half of 2024, our NAV
total return per share was 2.4 per cent. This return consisted of a
dividend of 3.965pps paid in April, partially offset by a modest
decrease in NAV per share of 0.3 per cent to 147.4 pence, largely
due to the impact of net negative foreign exchange movements. The
weighted average discount rate remained unchanged at 7.3 per
cent.
The defensive and global nature of
our portfolio has again provided stable, predictable and
inflation-linked cash flows. We increased our FY 2024 dividend
target by 6.0 per cent to 8.40pps, after a similar increase in FY
2023, and the FY 2025 dividend target reflects a further increase
of 2.0 per cent to 8.57pps. With strong cash dividend cover of
1.47x during H1 2024, we expect FY 2024 dividend cover to be in the
range of 1.3x to 1.4x. Over the medium term, we expect cashflows to
continue to support a healthy dividend cover and provide ample
headroom to sustain a progressive dividend policy well into the
future.
Share price fails to reflect portfolio
strengths
Despite consistently delivering
robust financial and operational performance and increasing
dividends by 6.0 per cent in FY 2023 and targeting a further 6.0
per cent growth in FY 2024, BBGI's share price traded at an average
discount of 11.7 per cent during the first half of the year
compared to the reported NAV for FY 2023. We believe this general
weakness in the share price reflects sentiment across the UK-listed
Investment Trust sector following a rapid rise in interest rates
and other headwinds affecting the sector and BBGI has not been
immune to some of these forces.
We continue to recognise a
disconnect between private market valuations of similar
high-quality core infrastructure assets, as evidenced by recent
secondary market transactions, and the valuations currently
ascribed by public markets. The transaction activity in the
secondary market reinforces our confidence in the attractiveness of
these asset classes.
The Supervisory Board and
Management Board believe BBGI's share price as of end-June 2024
does not adequately reflect the strength and performance of our
underlying portfolio. We continue to closely monitor our share
price and the discount compared to our published NAV.
The recent forecasts from central
banks and economists globally indicate that base interest rates
have stabilised and are expected to decline from the second half of
2024, which bodes well for the sector. Our current share price
offers an attractive FY 2024 and FY 2025 dividend yield of 6.3 per
cent and 6.4 per cent respectively.[v]
Governance structure aligns shareholders and management
interests
BBGI is internally managed, with
appropriate governance and management incentivisation arrangements.
This structure is unique among infrastructure investment companies
listed on the London Stock Exchange and ensures full alignment of
the Management Board's interest with those of our shareholders.
Another important aspect of our internally managed structure is the
rigorous approach towards valuation which is undertaken by the
team. The valuation is reviewed by an independent third-party
valuation expert and scrutinised by our auditors, with oversight by
the Supervisory Board throughout the entire process.
The Management Board is
incentivised for long-term value creation and preservation,
focusing on enhancing the quality of the underlying portfolio and
shareholder returns, rather than merely expanding assets under
management, which could potentially dilute portfolio quality and
shareholder returns.
BBGI continues to maintain one of
the lowest ongoing charges in the sector, at 0.90 per cent, thanks
to our efficient and cost-effective internal management.
Progressing on our Environmental, Social and Governance
commitments
Central to our mission is our
commitment to ensuring our assets deliver high-quality services to
communities while maintaining long-term returns for our
shareholders. We build long-term relationships with all
stakeholders and promote positive ESG practices at both corporate
and portfolio levels. Our investments in core infrastructure
assets, such as schools, hospitals, civic infrastructure,
affordable housing, clean energy generation and transportation
networks, demonstrate our commitment to align with six SDGs and the
social investment objective of our SFDR article 8 categorisation.
By partnering with government and government-backed entities, we
ensure the responsible delivery and long-term management of these
essential facilities, supporting healthier, safer, and more
connected communities.
Our long-standing commitment to
responsible investment and the integration of ESG factors as a core
pillar of our investment strategy have allowed us to progress
against our ESG targets. In addition to engaging with regulatory
bodies on the SFDR consultation and collaborating with industry
bodies on net-zero practices for PPP, we have, for the first time,
obtained external verification of our reported GHG portfolio
emissions. This significant undertaking demonstrates our commitment
to transparency and proactive action.
I encourage shareholders to review
our stand-alone Sustainability Report, which details our strong ESG
credentials, and the significant work being done on several
fronts.
Read more: Sustainability
Report
We
are confident amidst uncertainty
The current macroeconomic and
geopolitical landscape presents challenges, but we remain confident
in our strategy. Notably we have seen a reduction in inflation in
the first half of the year, with forecasts suggesting gradual
declines in base interest rates in the second half of this year.
While these macroeconomic factors are beyond our control, we are
committed to maintaining a disciplined approach to capital
allocation, financial management and portfolio enhancement to
deliver low-risk, sustainable long-term returns for our
shareholders.
While 2024 sees election cycles in
some of the regions where we operate, we anticipate a broad
political consensus on the urgent need for substantial
infrastructure investments, which is crucial for economic growth
and societal well-being. Our availability-style investments are
protected against demand fluctuations and regulatory risks,
ensuring stable returns and long-term value for our
shareholders.
Our Management Board, with their
proven disciplined and meticulous approach, continues to carefully
manage the Company's risk profile and explore ways to further
optimise assets and portfolio construction and generate additional
value for our shareholders over the long term.
Sarah Whitney
Chair
28 August 2024
CEO's Statement
Our robust operational and
financial performance during H1 2024 underscores the strength and
resilience of our core infrastructure portfolio, enhanced by active
asset management and disciplined capital allocation. The
predictability and resilience of our business model have been
successfully demonstrated once again in this reporting
period.
Valuation and NAV update
Our globally diversified portfolio
of low-risk, essential social infrastructure assets, backed by
creditworthy public-sector counterparties, generates long-term,
inflation-linked, sustainable cash flows. During H1 2024, all our
assets were fully operational and continued to perform
well.
The shift in macroeconomic
conditions and a changing interest rate environment has resulted in
a majority of the UK-listed alternative investment trusts trading
at a discount to NAV. However, since the beginning of 2024,
inflation has been declining, and short-term interest rates are
showing early signs of stabilisation. Recent forecasts from central
banks and economists globally also suggest that base interest rates
have peaked and are expected to decline in the second half of 2024.
We are seeing early signs of this trend with reductions by central
banks in interest rates in the EU and Canada and more recently, in
August, a reduction by the Bank of England.
During the first six months of the
year, the NAV total return per share was +2.4 per cent.[vi]
- Paid a second interim
2023 dividend of 3.965 pence per share in April 2024.
- Declared a dividend
of 4.20pps for H1 2024, to be paid in October 2024.
- As of 30 June 2024,
our NAV per share declined marginally by 0.3 per cent to 147.4
pence, compared to 147.8 pence at 31 December 2023.
- The weighted average
discount rate remained flat at 7.3 per cent in H1 2024 and is well
supported by external secondary market transactions.
- After accounting for
the offsetting effect of our hedging strategy, the net negative
impact of foreign exchange movements resulted in a reduction of 0.7
per cent in the NAV per share.
- These valuation
impacts were partially offset by the updated inflation and deposit
rate assumptions, aligned with current macroeconomic data, along
with value enhancements to our portfolio.
Enhancing shareholder returns through progressive,
well-covered dividends
The value generated by our
high-quality, inflation-linked portfolio, coupled with disciplined
capital management, enabled the Company to increase the dividend
target by 6.0 per cent to 8.40pps in FY 2024, following a 6.0 per
cent increase in FY 2023. We declared a dividend of 4.20pps for H1
2024 and reaffirm our FY 2025 dividend target of 8.57pps. The
dividend growth in FY 2023 and FY 2024 is a testament to our
high-quality inflation linkage, where we were able to pass on the
benefit to our shareholders. The cash dividend cover for H1 2024
was 1.47x and we expect the FY 2024 cover to be in the range of
1.3x to 1.4x (FY 2023: 1.40x).
We have successfully navigated
several macroeconomic cycles and have consistently met or exceeded
our dividend targets since our IPO, providing investors with a
progressive and fully cash-covered dividend for over a decade. The
predictable cash flows from our existing portfolio provide the
necessary headroom for the Company to sustain progressive annual
dividends for the next 15 years, even without additional
investments.
In March 2024, BBGI joined the
AIC's next generation of dividend heroes in recognition of ten
years of successive dividend growth.
Focus on disciplined growth and optimal capital
allocation
Our strategy focuses on investing
in high quality assets with secure long-term cash flows and high
inflation correlation, while our capital allocation policy involves
benchmarking each potential investment against other alternative
capital allocation options. Our governance model also ensures full
alignment between the management's interests and those of our
shareholders.
In H1 2024, we considered over 50
investment opportunities across various sectors and regions in
which we operate. However, as none of these opportunities met our
requirements, we did not make any new investments during this
period.
Prudent approach to financial management
Despite challenging macroeconomic
conditions and rapidly rising interest rates in recent times, our
underlying business model remains resilient and is a testament to
our long-standing prudent and rigorous approach to portfolio
construction and financial management. As of 30 June 2024, our
financial health remains solid with no structural gearing at Group
level. With limited exceptions only, borrowing costs are fixed at
the Portfolio Company level, providing stability and
predictability. 55 of 56 projects have no refinancing risk during
the concession period.
Our proportionate share of
Portfolio Company deposits were in excess of £300 million at 30
June 2024. We take a proactive approach to treasury management,
which includes implementing cash pooling arrangements in Canada and
the UK, as well as active treasury management in other
jurisdictions to maximise the interest earned on cash deposits.
This strategy enables us to achieve competitive rates across all
currencies, with a weighted average interest rate of approximately
4.9 per cent being achieved across jurisdictions as of 30 June
2024. We have always managed our corporate debt facilities
prudently, expanding our portfolio without overleveraging. Our net
cash position remained robust at £20.6 million as of 30 June 2024,
with no cash drawings outstanding under the RCF. This strong
financial liquidity positions us well to consider opportunities
that will enhance long-term shareholder value.
Value-enhancing active asset management
We are committed to optimising
operational performance to drive efficiencies and maximise
portfolio value. Our proactive management approach ensures that our
investments in social infrastructure assets consistently deliver
sustained benefits to communities and stakeholders, while
generating attractive long-term returns to our
shareholders.
As the only internally managed
equity infrastructure investment company listed on the London Stock
Exchange, our structure ensures complete alignment of interest with
our shareholders. Our focus is on creating long-term value rather
than simply increasing our assets under management. All 56 of our
infrastructure assets performed strongly, achieving a consistently
high asset level availability rate of 99.9 per cent and are fully
operational.
We prioritise client satisfaction,
as evidenced by the strong overall Net Promoter Score of 56 from
our project clients, which is in the top quartile of the achievable
range, underscoring our commitment to maintaining robust client
relationships and delivering exceptional performance.
Sustainable, diversified and resilient
portfolio
Our investment strategy is
well-anchored in a resilient business model designed for stability
and sustained growth. Our low-risk, high-quality investment
approach reflects our commitment to creating sustainable, long-term
value for all stakeholders, generating predictable and steady
revenue streams supported by robust inflation linkage.
We focus on partnering with highly
rated, creditworthy public sector entities and strategically invest
in countries with solid credit ratings (AA to AAA), including
Australia, Canada, Germany, the Netherlands, Norway, the UK, and
the US. This geographic diversification enhances our ability to
mitigate risks and capture opportunities across different economic
landscapes.
Looking forward
Since our public listing in 2011,
we have consistently demonstrated a disciplined approach to value
creation. Our portfolio of high-quality, long-term,
inflation-linked assets, coupled with our disciplined capital
allocation and active asset management approach, positions us well
to preserve and enhance portfolio value and deliver attractive
returns to our shareholders.
Stabilising, and potential
reductions in interest rates, combined with an ever-increasing
demand for infrastructure investments, presents a long-term growth
opportunity for BBGI. As governments worldwide navigate the
challenges associated with the high levels of public debt and the
growing need for new infrastructure projects and repairing and
maintaining ageing infrastructure, specialist investors like BBGI
are well placed to play a critical role.
We will maintain a disciplined and
prudent approach to capital allocation, prioritising the optimal
use of cash for maximum value accretion for all our stakeholders.
Simultaneously, we will continue to proactively manage our
portfolio, enhancing existing assets and identifying opportunities
for new investments to maintain or improve portfolio metrics.
Growth in the infrastructure asset class will be driven by key
factors such as demographics, digitalisation, decarbonisation, and
addressing the decay of ageing infrastructure.
With our robust balance sheet, a
portfolio generating secure, predictable cash flows that exceed our
dividend objectives, and an undrawn RCF, we are well positioned to
navigate evolving markets with both discipline and ambition,
delivering attractive value to all our stakeholders.
Duncan Ball
CEO
28 August 2024
Key Highlights for H1 2024
Half-year dividend
4.20pps
to be paid in October 2024, in line
with target of 8.40pps for the year.
NAV total return
in period
2.4%
Strong cash dividend cover
1.47x
AIC Next Generation 'Dividend Hero'
In March 2024, BBGI joined
the AIC's next generation of 'dividend heroes', in recognition of
achieving 10 years of successive dividend growth.
Our Investment Strategy
BBGI provides access to a globally
diversified portfolio of infrastructure investments, which generate
long-term and sustainable returns and serve a critical social
purpose in their local communities.
Our portfolio is well diversified
across sectors in education, healthcare, civic infrastructure
(fire, police, modern correctional facilities, municipal and
administrative buildings), affordable housing, clean energy and
transport infrastructure assets.
Our business model is built on four
strategic pillars:
Low-risk
•
Availability-style investment strategy.
• Secure,
public sector-backed contracted revenues.
• Stable,
predictable cash flows, with high-quality inflation
linkage.
Internally managed
•
Management Board interests aligned with those of
shareholders.
•
Disciplined investment and portfolio construction
approach.
• Lowest
comparative ongoing charges.[vii]
Globally diversified
•
Well-constructed portfolio with investments in seven highly rated
investment grade countries.
• Stable,
well-developed operating environments.
• No
excessive reliance on any single market.
Strong ESG approach
•
Sustainability fully integrated into the business model.
•
Comprehensive climate risk analysis across the
portfolio.
• Focus on
delivering positive social impact - SFDR Article 8.[viii]
Consistent delivery of objectives
Our business model is the bedrock of our success,
enabling us
to deliver:
- Robust shareholder
returns
- Low correlation to other asset
classes
- Sustainable
growth
Operating Model
We follow a proven operating model
based on three principles, which are fundamental to our success:
value-driven active asset management, prudent financial management
and a selective investment strategy. This model aims to preserve
and create value, while achieving portfolio growth, ensuring that
ESG considerations are embedded in our processes.
Our active asset
management approach seeks to ensure
stable operational performance, preservation of value and, where
possible, identification and incorporation of value enhancements
over the lifetime of the assets under our stewardship. Our approach
aims to reduce costs to our public sector clients and asset
end-users to enhance the operational efficiency of each asset and
to generate a high level of asset availability, underpinning the
social purpose of our portfolio.
Our prudent financial
management approach focuses on
efficient cash and corporate cost management and the implementation
of our foreign exchange hedging strategy. Due to our portfolio's
geographical diversification, we are exposed to foreign exchange
volatility, which we actively seek to mitigate.
We pursue a selective investment
strategy, so our Management Board's
focus remains within its area of expertise, and we uphold the
strategic pillars defined by our investment proposition. We
actively seek, through portfolio construction, investments with
long-term, predictable, and high-quality
inflation-linkage.
Value-driven active asset
management
We pursue a standardised approach
across our portfolio to preserve value,
to derive operational and
value enhancements, and to improve clients' experience,
including:
- maintaining strong
client relationships, by prioritising regular meetings and active
engagement to achieve high rates of client satisfaction;
- focused asset
management, to ensure cash distributions are on time, and on or
above budget;
- focused cost
management and portfolio-wide cost-saving initiatives, to leverage
economies of scale, such as portfolio insurance and standardised
management contracts for Portfolio Companies, and thorough
lifecycle cost reviews;
- comprehensive
monitoring, to ensure we fulfil our contractual
obligations;
- detailed climate risk
assessment, verified portfolio GHG emissions and annual ESG
monitoring to evaluate the sustainable performance of each of our
investments, ensure good governance and mitigate risks;
- maintaining high
availability levels by proactively managing any issues, including
site visits to all significant investments; and
- measured exposure to
construction risk to support NAV uplift by de-risking assets over
the construction period.
Prudent financial
management
We focus on cash performance at
both the asset and portfolio level to drive efficiencies,
including:
- progressive future
dividend growth, underpinned by high-quality inflation linkage and
strong portfolio distributions;
- low ongoing charges
through our efficient and cost-effective internal management
structure;
- managing and
mitigating foreign exchange risk through our hedging strategy:
hedging forecast portfolio distributions, balance sheet hedging
through foreign exchange forward contracts, and borrowing in
non-Sterling currencies;
- Euro-denominated
running costs, which provide a natural hedge against
Euro-denominated portfolio distributions;
- monitoring and
periodically reviewing Portfolio Company debt facilities and
investigating potential refinancing benefits;
- efficient treasury
management processes to maximise interest income on deposits in the
underlying Portfolio Companies; and
- maintaining modest
cash balances at the corporate level to limit cash drag,
facilitated through access to the RCF.
Selective investment strategy and
strategic investment partnership
We maintain strategic discipline in
our investment strategy and portfolio composition
to ensure we
pursue growth that builds shareholder value, not just for growth's
sake, including:
- broad industry
relationships throughout multiple geographies to source attractive
investment opportunities;
- pre-emption rights to
acquire co-shareholders' interests;
- visible pipeline
through a North American strategic partnership, which offers an
option, but not an obligation, to transact;
- no undue exposure to
any single market;
- robust framework
embedding sustainability screening into investment due
diligence;
- revolving corporate
debt facility and internal cash generation to support transaction
execution;
- focus on the
Management Board's core areas of expertise; and
- 100 per cent of the
Management Board and Supervisory Board are shareholders. 87 per
cent of our employees own shares or have vesting shareholding
entitlements which align our interests with those of our
shareholders. The entire team at BBGI is focused on making the
portfolio better, not just bigger, as we are motivated by the same
metrics which are important to shareholders - growth in NAV per
share and dividends.
We leverage strong relationships
with leading construction companies to source potential pipeline
investments, which support our low-risk and globally diversified
investment strategy. Typically, these contractors have secured the
mandate to design and build new assets, but often look to divest
financially after the construction period has finished - thereafter
often maintaining facility management contracts through a long-term
partnership. BBGI is an attractive partner for several
reasons:
- We are a long-term
investor, which is attractive to government and government-backed
counterparties.
- We are considered a
reliable source of liquidity should a construction partner decide
to sell.
- Having a financial
partner is a prerequisite for some construction companies so they
can avoid consolidating Portfolio Company debt onto the balance
sheet of their parent company.
- We have extensive
asset credentials and a strong track record, which can assist with
the shortlisting process for new projects.
We operate within a niche of the
infrastructure sector characterised by transactions of a more
modest scale, which affords us specific advantages compared to
large unlisted infrastructure funds, which typically invest
substantial amounts of capital. In recent times, a significant
portion of capital has flowed into a handful of substantial
infrastructure funds, many of which have raised fund targets in
excess of US $10 billion. These larger funds prioritise the
deployment of substantial amounts of capital and, as a result, do
not actively engage in the smaller-scaled transaction space where
we excel. Within our market niche, we are recognised as a
dependable partner and consequently have very good visibility of
potential opportunities.
Portfolio Review
Portfolio summary
Our investments as at 30 June 2024
consisted of interests in 56 high-quality, availability-style
social infrastructure assets, 100 per cent of which are fully
operational. The portfolio is well diversified across sectors in
education, healthcare, civic infrastructure (fire stations, police
stations, modern correctional facilities, municipal and
administrative buildings), affordable housing, clean energy, and
transport infrastructure assets.
Located in Australia, Canada,
Germany, the Netherlands, Norway, the UK, and the US, all Portfolio
Companies are in stable, well-developed, and highly rated
investment grade countries.
No.
|
Asset*
|
Country
|
Percentage holding %
|
1
|
A1/A6 Motorway
|
Netherlands
|
37.1
|
2
|
A7 Motorway
|
Germany
|
49
|
3
|
Aberdeen Western Peripheral
Route
|
UK
|
33.3
|
4
|
Avon & Somerset Police
HQ
|
UK
|
100
|
5
|
Ayrshire and Arran
Hospital
|
UK
|
100
|
6
|
Barking Dagenham & Havering
(LIFT)
|
UK
|
60
|
7
|
Bedford Schools
|
UK
|
100
|
8
|
Belfast Metropolitan
College
|
UK
|
100
|
9
|
Burg Correctional
Facilities
|
Germany
|
90
|
10
|
Canada Line
|
Canada
|
26.7
|
11
|
Champlain Bridge
|
Canada
|
25
|
12
|
Clackmannanshire Schools
|
UK
|
100
|
13
|
Cologne Schools
|
Germany
|
50
|
14
|
Coventry Schools
|
UK
|
100
|
15
|
E18 Motorway
|
Norway
|
100
|
16
|
East Down Colleges
|
UK
|
100
|
17
|
Frankfurt Schools
|
Germany
|
50
|
18
|
Fürst Wrede Military
Base
|
Germany
|
50
|
19
|
Gloucester Royal
Hospital
|
UK
|
50
|
20
|
Golden Ears Bridge
|
Canada
|
100
|
21
|
Highway 104
|
Canada
|
50
|
22
|
John Hart Generating
Station
|
Canada
|
80
|
23
|
Kelowna & Vernon
Hospitals
|
Canada
|
100
|
24
|
Kent Schools
|
UK
|
50
|
25
|
Kicking Horse Canyon
|
Canada
|
50
|
26
|
Lagan College
|
UK
|
100
|
27
|
Lisburn College
|
UK
|
100
|
28
|
Liverpool & Sefton Clinics
(LIFT)
|
UK
|
60
|
29
|
M1 Westlink
|
UK
|
100
|
30
|
M80 Motorway
|
UK
|
50
|
31
|
McGill University Health
Centre
|
Canada
|
40
|
32
|
Merseycare Hospital
|
UK
|
79.6
|
33
|
Mersey Gateway Bridge
|
UK
|
37.5
|
34
|
N18 Motorway
|
Netherlands
|
52
|
35
|
North Commuter Parkway
|
Canada
|
50
|
36
|
North East Stoney Trail
|
Canada
|
100
|
37
|
North London Estates Partnership
(LIFT)
|
UK
|
60
|
38
|
North West Fire and
Rescue
|
UK
|
100
|
39
|
North West Regional
College
|
UK
|
100
|
40
|
Northern Territory Secure
Facilities
|
Australia
|
100
|
41
|
Northwest Anthony Henday
Drive
|
Canada
|
50
|
42
|
Ohio River Bridges
|
USA
|
66.7
|
43
|
Poplar Affordable Housing &
Recreational Centres
|
UK
|
100
|
44
|
Restigouche Hospital
Centre
|
Canada
|
80
|
45
|
Rodenkirchen Schools
|
Germany
|
50
|
46
|
Royal Women's Hospital
|
Australia
|
100
|
47
|
Scottish Borders Schools
|
UK
|
100
|
48
|
South East Stoney Trail
|
Canada
|
40
|
49
|
Stanton Territorial
Hospital
|
Canada
|
100
|
50
|
Stoke & Staffs Rescue
Service
|
UK
|
85
|
51
|
Tor Bank School
|
UK
|
100
|
52
|
Unna Administrative
Centre
|
Germany
|
90
|
53
|
Victorian Correctional
Facilities
|
Australia
|
100
|
54
|
Westland Town Hall
|
Netherlands
|
100
|
55
|
William R. Bennett
Bridge
|
Canada
|
80
|
56
|
Women's College Hospital
|
Canada
|
100
|
*Projects are listed in alphabetical order
Operating model in
action
Preserving and enhancing value through active asset
management
The elevated interest rates across
all jurisdictions in recent years have led to a renewed emphasis on
treasury management and optimisation. During the reporting period,
we have benefitted from cash pooling arrangements in the UK and
Canada to maximise interest generated on cash deposits of our
Portfolio Companies.
Value-accretive activities,
including effective lifecycle cost management, Portfolio Company
savings, change order revenue and active treasury management
provided a modest contribution to the NAV.
The operational performance of the
Portfolio Companies continued to be strong. Through our active
value-driven approach to asset management and the robustness of our
portfolio, we have achieved an asset availability level of 99.9 per
cent. Deductions were either borne by third-party facility
management companies and road operators or were part of planned
expenditures.
There were no material lock-ups or
default events in the underlying debt financing agreements reported
during the period. This means that all our investments contributed
to our strong dividend cover with net cash generated by our
Portfolio Companies ahead of projections. We are very proud of this
achievement.
Client satisfaction is paramount to
us, and in 2023, our efforts were reflected with a high Net
Promoter Score of 56 from our project clients, which is in the top
quartile of the achievable range. We will undertake our annual
survey in H2 2024 and will pay close attention to the results as
these metrics underscore our sustained commitment to fostering
robust client relationships and delivering excellence.
High-quality inflation linkage
During the reporting period,
inflation rates declined in the jurisdictions where BBGI invests,
in some cases in line with our expectations and in some cases more
than expected.
Our equity cash flows are
positively linked to inflation at approximately 0.5 per cent for a
one percent change in the rate of inflation. If inflation is one
per cent higher than our assumptions for all future periods, all
else being equal, returns should increase from 7.3 per cent to 7.8
per cent. We achieve this high-quality inflation linkage through
contractual indexation mechanics in our Project Agreements with our
public sector clients at each Portfolio Company and update the
inflation adjustment at least annually.
We pass on the indexation mechanism
to our subcontractors - on whom we rely to support our assets'
operations - providing an inflation cost hedge to manage
effectively our cost base. The Portfolio Companies enter into
facilities management and operating subcontracts that mirror the
inflation arrangements contained in the Project Agreement. In the
UK, Project Agreements tend to have a Retail Price Index ('RPI')
adjustment factor, while other regions commonly use Consumer Price
Index ('CPI') indexation. However, some Project Agreements have
bespoke inflation indices that reflect expected operations and
maintenance costs.
The extent of a Portfolio Company's
linkage to inflation is determined by the portion of income and
costs linked to inflation. In most cases, cash flows are positively
inflation-linked as the indexation of revenues is greater than the
indexation of expenses.
The high-quality and defensive
nature of our inflation linkage is underpinned by:
Contractual increases: The
adjustment for inflation is a contractual component of the
availability-style cash flows for each Portfolio Company, supported
by creditworthy government or government-backed counterparties in
AA to AAA-rated countries. While other types of assets may offer a
strong theoretical inflation linkage (e.g., the ability to raise
prices in response to an increase in CPI), they may be subject to
changes in elasticity of demand. For example, toll roads and
student accommodation projects may have the potential to increase
prices in response to an increase in CPI but may be hindered by
market demand from increasing revenue, while costs may
simultaneously rise. Such assets would therefore need to be priced
at an appropriate risk-adjusted basis.
Protection against rising costs: We transfer the indexation mechanism to our subcontractors,
who are crucial in supporting the operations of our assets. This
arrangement serves as an inflation cost hedge, helping us to
control efficiently our cost base. Similarly, in most cases, the
risk of energy cost increases rests with our public sector client
or has been passed down to the subcontractor.
No
dependence on regulatory review: The
inflation adjustment is automatic and contractual and is not
subject to regulatory review or substantial lags. Once the relevant
reference factor is published, the adjustment is
mechanical.
Prudent financial management
Our assets continued to perform
well during the reporting period with net cash generated during the
period ahead of projections. Our net cash position as of 30 June
2024 was £20.6 million with no cash drawings outstanding under the
RCF.
We have efficient cash management
in place, which aims to avoid cash drag. We employ a proven
financing strategy by initially drawing on our RCF to bridge
finance investments, with the cost of borrowing being 165 basis
points (bps) over the reference bank rate. Subsequently, we raise
new equity or use free cash flows generated by the Portfolio
Companies to repay the RCF, thereby clearing the temporary debt.
The committed amount available to the Company from the RCF is £230
million, which matures in May 2026. To mitigate renewal risk, BBGI
engages with lenders to renew the facility well in advance of its
expiry date.
We manage our RCF with prudence and
discipline, expanding our portfolio without overleveraging our
financials and acknowledging that the equity capital market is not
perpetually accessible. In 2022, we utilised our RCF to secure two
new assets - the John Hart Generating Station in Canada and the A7
Motorway in Germany - for approximately £64.4 million. The RCF
drawings for these investments have been fully repaid using surplus
cash flows generated by our portfolio, showcasing our capacity for
organic growth without resorting to external capital
resources.
Each of our Portfolio Companies is
financed on a non-recourse basis, with 55 of our 56 assets securely
financed and not subject to refinancing requirements. One Portfolio
Company has a refinancing obligation in December 2025. However, the
Portfolio Company benefits from a hedged base market interest rate
and is therefore only sensitive to changes in lenders' required
margins over base interest rates. In line with our loan agreements,
we maintain substantial cash reserves within these Portfolio
Companies. As at 30 June 2024, BBGI's proportionate share in the
total cash balances held by the Portfolio Companies was in excess
of £300 million, which was earning a weighted average interest rate
of approximately 4.9 per cent across jurisdictions.
Our strategic hedging policy
enables us to mitigate partially the effects of foreign exchange
fluctuations. Moreover, we have adopted a proactive treasury
management approach to optimise the interest earned on the reserve
accounts of our Portfolio Companies.
Despite the increasing cost
pressures attributed to heightened levels of inflation in recent
times, our diligent approach to cost management has allowed us to
maintain our ongoing charges at a competitive level of 0.90 per
cent.
Selective investment strategy
During the period, we remained
active in the market and considered in excess of 50 new investment
opportunities. As none of these opportunities met our requirements,
we did not make any new investments during this period. Our
strategy focuses on investing in high quality assets with secure
long-term cash flows and high inflation correlation, while our
capital allocation policy involves benchmarking each potential
investment against other alternative capital allocation
options.
Our commitment to disciplined
growth is centred on enhancing shareholder value, reinforced by our
unique internal management structure, rather than merely increasing
assets under management. As the only internally managed equity
infrastructure investment company listed on the London Stock
Exchange, we are confident that our governance model ensures the
interests of our management are in harmony with those of our
shareholders.
We adhere to strict criteria when
evaluating new investments, carefully weighing the relative appeal
of different capital deployment options, all the while keeping an
eye on the long-term strategic objectives, including the desire to
maintain or lengthen the life of the portfolio. We will continue
with this judicious approach as we pursue sustainable growth and
value creation for our shareholders.
Supply chain monitoring
The Management Board consistently
monitors the potential concentration risk posed by operations and
maintenance ('O&M') contractors that provide counterparty
services to our assets. The table below depicts the level of
O&M contractor exposure as a percentage of portfolio
value.
|
O&M Contractors[ix]
|
|
|
|
1
|
Portfolio Company inhouse
|
|
12%
|
2
|
Capilano Highway Services
|
|
11%
|
3
|
AtkinsRéalis O&M
|
|
9%
|
4
|
Black & McDonald
|
|
5%
|
5
|
Cushman and Wakefield
|
|
5%
|
6
|
Integral FM
|
|
|
5%
|
7
|
Hochtief Solutions AG
|
|
4%
|
8
|
Honeywell
|
|
|
4%
|
9
|
Intertoll Ltd
|
|
|
3%
|
10
|
Amey Community Ltd
|
|
3%
|
11
|
Carmacks Maintenance Services
|
3%
|
12
|
Guildmore Ltd
|
|
|
3%
|
13
|
Graham AM
|
|
|
3%
|
14
|
BEAR Scotland
|
|
|
3%
|
15
|
Galliford Try FM
|
|
|
3%
|
16
|
Remaining investments
|
|
24%
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
We have a strict supply chain
monitoring policy, maintain a diverse contractor base, and
implement risk mitigation measures to address proactively any
potential issues in our supply chain. The Management Board has
thoroughly assessed the risk exposure and has not identified any
significant risks.
Construction defects
We proactively monitor the quality
of our assets to identify promptly any construction defects. When
necessary, we take appropriate remediation measures to ensure the
highest standard of our portfolio. The responsibility for, and the
cost of remediation and related deductions lie with the relevant
construction subcontractor on each asset, in line with statutory
limitation periods. This plays an important role in our effective
counterparty risk management.
Latent defects risk was mitigated
during the reporting period, with 48 per cent of portfolio value
covered by either limitation or warranty periods and there were no
material defects reported on any of our portfolio
assets.
Latent Defects Limitations / Warranty Period
Remaining
|
|
|
|
|
Expired
|
|
|
|
52%
|
Within 1 year
|
|
|
|
8%
|
1-2 years
|
|
|
|
5%
|
2-5 years
|
|
|
|
19%
|
5-10 years
|
|
|
|
11%
|
10+ years
|
|
|
|
5%
|
|
|
|
|
100%
|
Project hand-back
At the end of a concession, the
private partner transfers control and management of the project
back to the public sector. This process is termed 'hand-back'. The
concessions for two of the Company's UK education assets will
expire in January 2026 and August 2027. Together these two projects
represent less than one per cent of the portfolio.
Preparations for their hand-back is
progressing well. Following the Infrastructure and Projects
Authority UK's guidelines, collaborative working groups have been
established, comprising representatives from the Client, the FM
contractor, and the Portfolio Companies, each involved in the
projects. The FM contractor bears the hand-back risk for both
assets. Interactions and cooperation among all parties are
robust, fostering strong relationships. As at the reporting date,
no risks that could affect either of the Portfolio Companies have
been identified in the process. We have established transparent
communication channels with our subcontractors and public partners,
fostering a collaborative partnership built on measurable outcomes,
including clear hand-back requirements.
Six per cent of BBGI's portfolio
consists of non-concession assets, which are not subject to
hand-back requirements. Less than one per cent of the Portfolio is
subject to hand-back in the next five years.
Market Trends and Pipeline
Over the past two years, global
interest rates have risen significantly in response to persistent
inflation, resulting in elevated macroeconomic
uncertainty.
More recently, inflation has been
declining and short-term interest rates are showing signs of
stabilisation. Current forecasts from central banks and economists
globally suggest that interest rates have peaked and are expected
to decline from the second half of 2024. We are seeing early signs
of this trend with reductions already made by central banks in
interest rates in the EU and Canada and more recently, in August, a
reduction by the Bank of England.
The stabilising interest rate
environment has supported continued improvement in the volume of
secondary market transactions. Despite this, a disconnect continues
to persist between private market valuations of similar
high-quality core infrastructure assets, as evidenced by recent
secondary market transactions, and the valuations currently
ascribed by public markets.
New opportunities
As a long-term investor in the
sector, BBGI believes that growth in the infrastructure asset class
will be driven by demographic trends, the modernisation and renewal
of ageing infrastructure, digitalisation, and decarbonisation. With
our robust balance sheet and strong financial liquidity, we are
well positioned to navigate the evolving infrastructure landscape.
Our rigorous and disciplined approach to investments and capital
allocation enables us to focus on high quality assets with secure
long-term cash flows and a strong correlation to inflation, thereby
strengthening the overall composition of our portfolio and
generating long-term value for our shareholders.
The immense, unmet global demand
for infrastructure is the most significant long-term driver for
investment in the sector. According to the Global Infrastructure
Hub, the global gap between government infrastructure spending and
investment required will reach USD 15 trillion by 2040.[x] The required public investment in infrastructure
appears to be constrained due to considerable public debts and
ongoing deficits providing specialist investors like BBGI an
opportunity to play a critical role. Our experienced team is
committed to identifying attractive core infrastructure
opportunities with long term cash flow visibility, strong inflation
linkage, and a strong social purpose which will allow us to
diversify and enhance the composition of our core infrastructure
portfolio.
Canada
To support Canada's investment
ambitions, the Canadian Infrastructure Bank has a mandate to invest
in infrastructure that benefits Canadians and attracts private
capital, with an objective to invest CAD 3-5 billion annually.
Canada is in the midst of its 'Investing in Canada Plan,' which
launched in 2016 with a commitment to invest over CAD 180 billion
until 2028 for infrastructure projects across five streams: Public
Transit, Green, Social, Trade and Transportation, and Rural and
Northern Communities.[xi]
US
Deglobalisation is an important
megatrend that will bolster private infrastructure investments. The
onshoring of manufacturing capacity and an increased focus on
energy security will necessitate significant investments.
Supporting infrastructure for transportation networks, energy
supply, utility services, and high-speed internet access will be
needed to safeguard such investments, creating tailwinds for the
sector in the US. The Infrastructure Investment and Jobs Act
provides for USD 1.2 trillion in spending, USD 550 billion of which
will be new federal spending to rebuild roads and bridges, improve
clean water infrastructure resilience, enhance EV charging
infrastructure, expand broadband access, and more.[xii]
BBGI is confident that an
attractive pipeline of social infrastructure projects will continue
to emerge in the US and Canada. With 17 investments across North
America, an experienced team, and strong industry relationships,
BBGI is well positioned to originate investment opportunities in
the region.
EU
The European Commission's
infrastructure investment priorities include becoming the first
climate-neutral continent, creating an economy that ensures social
fairness and prosperity for all, modernising Europe for the digital
age, and enhancing Europe's role and influence in the global arena.
By clearly defining its priorities and providing supporting
initiatives, the EU establishes a framework that significantly
influences public and private infrastructure investments across
various sub-sectors in its member states. The energy and
transportation sectors are significantly impacted by the ambitions
of the European Green Deal. Similarly, the EU's digital strategy,
with a clear focus on data, technology, and infrastructure, aims to
make digital transformation beneficial for people and businesses,
while also contributing to the target of a climate-neutral Europe
by 2050. Both initiatives are part of the wider EUR 800 billion
NextGenerationEU plan.[xiii] We
anticipate a continuous flow of pipeline opportunities in the core
infrastructure space. BBGI has established a strong investment
presence in Germany and the Netherlands, and we are well-positioned
to capitalise on future social infrastructure
opportunities.
UK
The Infrastructure and Projects
Authority provided a robust assessment of infrastructure investment
needs in the UK over the next decade, estimating a total of GBP
700-775 billion.[xiv] The new UK Government
plans to bring together key institutions and present a compelling
proposition for investors, leveraging private capital to support
the delivery of these investments. The Labour manifesto outlined a
comprehensive plan to boost infrastructure investments, emphasising
sustainable development and economic growth, focussing on housing
development, clean energy, and transportation. Social and
transportation infrastructure in the UK have been core investment
areas for BBGI and new opportunities may emerge as a result of the
government's commitment to infrastructure initiatives and its
constrained balance sheet.
Australia
The Australian Government remains
committed to a ten-year, AUD 120 billion infrastructure
pipeline.[xv] With a focus on nationally
significant infrastructure projects, this will continue benefiting
investments in the land transport network and other key freight
routes, as well as in projects supporting broader national
priorities such as social and affordable housing. Combined with the
planned activities from State and Territory governments, there is a
significant effort towards social infrastructure, including
hospitals, education, housing, and energy
transformation.
Outlook
As governments continue to run
deficits and the demand for upgrading and constructing new
infrastructure grows globally, there is an ongoing need for private
sector investment in infrastructure. With our internal management
structure and a clear alignment with investors' interests, BBGI
will remain patient and disciplined, transacting only when an
opportunity is clearly accretive to our portfolio metrics and
investor returns. By leveraging our extensive network, we identify
and screen opportunities in the core social infrastructure sector,
positioning ourselves to seize the right investments. BBGI remains
committed to disciplined growth and balanced portfolio
construction, and has grown from 19 social infrastructure assets in
2011 to 56 today, including roads, schools, healthcare facilities,
transportation, and civic infrastructure.
Performance Overview and Key Metrics
The Management Board is pleased to
present the Key Performance Indicators ('KPIs') for the six months
ended 30 June 2024.
KPIs
Certain KPIs for the past three and
a half years are outlined below:
KPI
|
Target
|
Dec-21
|
Dec-22
|
Dec-23
|
Jun-24
|
Commentary
|
Dividends
(paid or
declared)
|
Progressive long-term dividend
growth in pps
|
7.33
|
7.48
|
7.93
|
4.20
|
50% of the 2024 target
declared
|
Cash dividend cover
|
>1.0x
|
1.31x
|
1.47x
|
1.40x
|
1.47x
|
Achieved
|
NAV per share
|
Positive NAV per share
growth
|
2.1%
|
6.6%
|
(1.4%)
|
(0.3%)
|
Not achieved during the reporting
period
|
Annualised NAV per share total return since
IPO
|
7% to 8% annualised
|
8.8%
|
9.1%
|
8.6%
|
8.5%
|
Achieved
|
Annualised total shareholder return since
IPO
|
|
10.4%
|
8.8%
|
7.6%
|
7.0%
|
Refer to 'return track record'
below for commentary
|
Ongoing charges
|
Competitive cost
position
|
0.86%
|
0.87%
|
0.93%
|
0.90%[xvi]
|
Achieved
|
Asset availability
|
> 98% asset
availability
|
✔
|
✔
|
✔
|
✔
|
Achieved
|
Single asset concentration risk (as a percentage of portfolio)
|
To be less than 25% of portfolio
immediately post-acquisition
|
11%
(ORBi)
|
11%
(ORB)
|
11%
(GEBii)
|
11%
(GEB)
|
Achieved
|
Availability-style assets
(as
a percentage of portfolio)
|
>75% of portfolio is
availability-style
|
✔
|
✔
|
✔
|
✔
|
Achieved
|
i Ohio River
Bridges
ii Golden Ears
Bridge
Investment performance
Return track record
As has always been evident in our
approach, we continue to maintain a disciplined growth strategy
with high-quality core infrastructure assets and optimal capital
allocation, aimed at our long-term strategic rationale of
optimising overall portfolio composition and enhancing shareholder
value. Since our IPO, we have delivered an annualised NAV total
return of 8.5 per cent and an annualised total shareholder return
of 7.0 per cent until 30 June 2024.
Relative to the Company's share
price performance since IPO, BBGI's share price has been volatile
over the past two years. This is consistent with the trend across
the UK-listed Investment Trust sector. BBGI's 10-year beta to the
FTSE All-Share Index is 0.29 (31 December 2023: 0.28). This low
beta suggests that BBGI share price is less volatile than the
overall market, making it a potentially stable investment for
investors seeking low risks and steady income. Beta measures share
price volatility relative to the market, with a value less than one
indicating lower volatility.
Over the last two years BBGI's
share price has not been immune to some of the headwinds affecting
the UK-listed Investment Trust sector. BBGI's share price has
traded at an average discount of 11.7 per cent during the first
half of the year compared to the reported NAV for FY 2023. The
Board does not believe that BBGI's share price as of 30 June 2024,
adequately reflects the value of our low-risk portfolio,
high-quality inflation linkage, robust financial and operational
performance.
We are closely monitoring the
movement of our share price and the discount compared to our
published NAV. Any potential action undertaken would be within the
confines of our capital allocation strategy, including our
progressive dividend policy, and prioritising the long-term
interests of all our shareholders.
Dividends
Distributions on the ordinary
shares are expected to be paid twice a year, normally in respect of
the six months to 30 June and the six months to 31
December.
In April 2024, we paid a second
interim dividend of 3.965pps for the period 1 July 2023 to 31
December 2023. Together with the first interim dividend (which was
paid in October 2023), the total dividend for the year ended 31
December 2023 amounted to 7.93pps. The Board approved a 2024
interim dividend of 4.20pps to be paid on 17 October 2024, which is
in line with its dividend target for the full year of 8.40pps.
Furthermore, the Board is reaffirming a dividend target for 2025 of
8.57pps.
Average dividend increase 2012 to 2024
3.6%
Delivering real returns
|
BBGI's progressive dividend
outpaced UK CPI delivering positive real returns to
shareholders
|
Valuation
The Management Board is responsible
for carrying out the fair market valuation of the Company's
investments. This valuation is prepared by the internal valuation
team and subsequently reviewed and approved by the Management Board
before being presented to the Supervisory Board for consideration
as part of its approval of the Annual and Interim Reports. The
valuation occurs semi-annually on 30 June and 31 December and is
reviewed by an independent third-party valuation expert, to prepare
an opinion for BBGI on the appropriateness of the fair market
valuation attributed to the Company's portfolio of investments. The
independent third-party valuation expert is active in the
availability-style infrastructure market and has experience in
valuing the types of investments held by the Company.
The Company's investments are
principally non-market traded investments with predictable
long-term contracted revenue; therefore, the valuation is
determined using the discounted cash flow methodology. Our forecast
assumptions for key macroeconomic factors impacting cash flows
include inflation rates and deposit rates, changes in tax
legislation, and enacted changes in taxation rates during the
reporting period. These assumptions are based on market data,
publicly available economic forecasts, and long-term historical
averages. We also exercise judgement in assessing the future cash
flows from each investment, using detailed financial models
produced by each Portfolio Company and adjusting these models,
where necessary, to reflect our assumptions as well as any specific
cash flow assumptions. The Company's consolidated valuation is a
sum-of-the-parts valuation with no further adjustments made to
reflect scale, scarcity, portfolio effect or diversification of the
overall portfolio.
The fair value of each investment
is then determined by applying an appropriate discount rate,
alongside contracted foreign exchange rates, or reporting
period-end foreign exchange rates, and withholding taxes (as
applicable).
The discount rates applied consider
investment risks, including the phase of the investment
(construction, ramp-up or stable operation), investment-specific
risks and opportunities, and country-specific factors.
The Management Board's
determination of appropriate discount rates involves judgement
based on market transactions and knowledge, insights from
investment and bidding activities, benchmark analysis with
comparable companies and sectors, discussions with advisers and
publicly available information. As a reasonability check to our
market-based approach and providing further guidance to determine
the appropriate market discount rates, the Company complements its
market-based approach by using the capital asset pricing model
('CAPM') where government risk-free rates plus a risk premium are
used to calibrate discount rates.
A sensitivity analysis on the key
assumptions is provided below.
The tables below illustrate the
breakdown of movements in the NAV per share and portfolio
value.
NAV per share movement 31 December 2023 to 30 June
2024
The NAV per share at 30 June 2024
was 147.4pps (31 December 2023: 147.8pps), representing a decrease
of 0.3 per cent. In the period, the Company achieved a NAV total
return of 2.4 per cent per share.
NAV per share movement 31
December 2023 to 30 June 2024
|
Pence per
share
|
NAV per share at 31 December 2023
|
147.8
|
Dividends paid to BBGI
shareholdersi
|
(4.0)
|
NAV returnii
|
4.3
|
Change in market discount
rate
|
-
|
Change in macroeconomic
assumptions
|
0.3
|
Foreign exchange net
movement
|
(1.0)
|
NAV per share at 30 June 2024
|
147.4
|
i This figure represents the
cash dividends paid in the period.
ii The NAV return represents amongst
other things, (i) the unwinding of the discount factor applied to
those future investment cash flows (ii) portfolio performance, the
net effect of actual inflation, and updated operating assumptions
to reflect current expectations, and (iii) changes in the
Company's working
capital position.
Portfolio value movements 31 December 2023 to 30 June
2024
The portfolio value at 30 June 2024
was £1,030.0 million (31 December 2023: £1,047.1 million),
representing a decrease of 1.6 per cent.
Portfolio value movement 31
December 2023 to 30 June 2024
|
£ million
|
Portfolio value at 31 December 2023
|
£1,047.1
|
Distributions from
investmentsi
|
(£50.9)
|
Rebased opening portfolio value at
1 January 2024
|
£996.2
|
Portfolio
returnii
|
£39.0
|
Change in market discount
rate
|
-
|
Change in macroeconomic
assumptions
|
£2.1
|
Foreign exchange net
movement
|
(£7.2)
|
Portfolio value at 30 June 2024
|
£1,030.0
|
i While distributions from
Investments at FVPL reduce the portfolio value, there is no impact
on the Company's
NAV as the effect of the reduction in the portfolio value is offset
by the receipt of cash at the consolidated Group level.
Distributions in the above graph are shown net of withholding
tax.
ii Portfolio return comprises the
unwinding of the discount rate, portfolio performance, the net
effect of actual inflation, and updated operating assumptions to
reflect current expectations.
Macroeconomic assumptions
In addition to the discount rates,
we use the following assumptions ('Assumptions') for the cash
flows:
|
|
30
June 2024
|
31
December 2023
|
Inflation
|
UK(i)
RPI/CPIH
|
3.30% for 2024 then 3.00% (RPI) /
2.25% (CPIH)
|
3.80% for 2024 then 3.00% (RPI) /
2.25% (CPIH)
|
Canada
|
2.60% for 2024; 2.20% for 2025 then
2.00%
|
2.50% for 2024; 2.10% for 2025 then
2.00%
|
Australia
|
3.80% for 2024; 2.80% for 2025 then
2.50%
|
3.50% for 2024; 3.00% for 2025 then
2.50%
|
Germany(ii)
|
2.30% for 2024 then
2.00%
|
2.70% for 2024; 2.10% for 2025 then
2.00%
|
Netherlands(ii)
|
2.30% for 2024 then
2.00%
|
2.70% for 2024; 2.10% for 2025 then
2.00%
|
Norway(ii)
|
3.80% for 2024; 3.00% for 2025 then
2.25%
|
4.50% for 2024; 2.50% for 2025 then
2.25%
|
US
|
2.50% for 2024 then
2.50%
|
2.50%
|
Deposit rates
(p.a.)
|
UK
|
4.75% to December 2024 then
2.75%
|
4.50% to December 2024 then
2.50%
|
Canada
|
5.00% to December 2024 then
2.50%
|
4.75% to December 2024 then
2.50%
|
Australia
|
4.75% to December 2024 then
3.50%
|
4.75% to December 2024 then
3.50%
|
Germany/ Netherlands
|
3.00% to December 2024 then
2.00%
|
3.25% to December 2024 then
2.00%
|
Norway
|
4.75% to December 2024 then
2.75%
|
4.75% to December 2024 then
2.75%
|
US
|
5.00% to December 2024, then
2.50%
|
4.50% to December 2024, then
2.50%
|
Corporate
tax rates
(p.a.)
|
UK
|
25.00%
|
25.00%
|
Canada(iii)
|
23.00% / 26.50% / 27.00% /
29.00%
|
23.00% / 26.50% / 27.00% /
29.00%
|
Australia
|
30.00%
|
30.00%
|
Germany(iv)
|
15.83%
|
15.83%
|
Netherlands
|
25.80%
|
25.80%
|
Norway
|
22.00%
|
22.00%
|
US
|
21.00%
|
21.00%
|
(i) On 25 November 2020, the UK Government
announced the phasing out of the RPI after 2030 to be replaced with
the Consumer Prices Index including owner occupiers Housing costs
('CPIH'). The
Company's UK
portfolio indexation factor changes from RPI to CPIH beginning on 1
January 2031.
(ii) Consumer Price Index ('CPI') indexation only. Where investments
are subject to a basket of indices, a projection for non-CPI
indices is used.
(iii) Individual tax rates vary among Canadian provinces
and territories: Alberta; Ontario, Quebec, Northwest Territories;
Saskatchewan, British Columbia; New Brunswick.
(iv) Including solidarity charge; individual local trade
tax rates are considered in addition to the tax rate
above.
Key drivers for NAV change
The rebased opening portfolio
value, after cash distributions from investments of £50.9 million,
was £996.2 million.
Portfolio return consists of several components, including the
unwinding of the discount rate, portfolio performance, the net
effect of actual inflation, and updated operating
assumptions:
During the period, the Company
recognised a £39.0 million portfolio return, representing a 3.7 per
cent increase in the NAV, £37.4 million resulting from the
unwinding of discount rates, with the balance, £1.6 million,
attributed to portfolio performance, which reflects current
expectations based on the Company's hands-on active asset
management. As the portfolio moves closer to forecast investment
distribution dates, the time value of those cash flows increases on
a net present value basis and this effect is called unwinding. The
Company delivered positive value enhancements through our active
asset management approach. These value-accretive activities
included effective lifecycle cost management, Portfolio Company
cost savings, change order revenue, and active treasury
management.
Change in market discount rates:
The weighted average discount rate
remained unchanged at 7.3 per cent (31 December 2023: 7.3 per
cent), which the Management Board continues to believe appropriate
for a portfolio of stable availability-style social infrastructure
investments.
Our valuation approach is largely
unchanged from IPO. To determine the appropriate discount rate for
each jurisdiction, the Company employs its judgement using a
multifaceted market-based approach, combining market transactional
analysis, benchmarking with comparable companies and sectors,
discussions with relevant market advisers, and utilising publicly
available information. Transactional levels are still subdued
compared to the 2020 to early 2022 levels; however, we have
observed transaction volumes increasing, creating an appropriate
sample size for each region in which we invest. Over the past 18
months, we have observed over 50 transactions in the concession
based infrastructure sector with approximately 50 per cent of those
either closing or launching in H1 2024. The secondary market
appears balanced with buyers and sellers transacting at stable
prices. These data points provide relevant transactional evidence
supporting the discount rates used by the Company.
Complementing our market-based
approach, particularly when there is reduced market transaction
data, is the CAPM, which integrates government risk-free rates and
a risk premium, with adjustments made to account for observed
volatility in risk-free rates during the period. The CAPM analysis
acts as a reasonability check, providing guidance for potential
discount rate adjustments in instances where transaction data is
more limited.
Individual risk-free rates have
closed above the December 2023 rates, resulting in an increase in
the weighted average risk-free rate to 4.0 per cent (31 December
2023: 3.6 per cent). Using this risk-free rate a portfolio risk
premium of approximately 3.3 per cent is derived.
Whilst it appears that the
macroeconomic uncertainty experienced over 2023 is stabilising,
during the period long-term risk-free rates increased on average
between c. 30bps to 50bps across the jurisdictions where we invest.
The uncertainty continues to contribute to a cautious environment
in the infrastructure secondaries market; however, we are seeing
the market stabilise with an increasing number of transactions
closing as mentioned above, suggesting that buyers and sellers are
adapting to the current environment and markets are achieving a
balance.
A portfolio risk premium of 3.3 per
cent is within historic ranges. The Management Board believes this
to be appropriate for the Company's social infrastructure
investment portfolio, particularly considering the market
transactions observed and our low-risk, availability-style
portfolio with high-quality inflation-linked cash flows.
Going forward, the Company is
confident that the demand for stable and resilient
availability-style assets, offering long-term, predictable and
inflation-linked cash flows, will remain strong.
Specific discount rates consider
risks associated with the investment including the phase the
investment is in, such as construction, ramp-up or stable
operation, investment-specific risks and opportunities, and
country-specific factors. For investments in the construction
phase, we apply a risk premium to reflect the higher-risk inherent
during this stage of the investment's lifecycle. Currently, the
portfolio has no investments under construction; and has one
investment in the ramp-up phase, Highway 104, which represents less
than one per cent of the overall portfolio value.
Furthermore, we have applied risk
premiums or discounts to a limited number of other investments
based on their individual circumstances. For example, we have
adjusted acute care hospitals in the UK, where a risk premium of
50bps continues to be applied. The only UK acute care hospital in
the portfolio is Gloucester Royal Hospital, representing less than
one per cent of the overall NAV. This risk premium reflects the
ongoing situation in the UK, where some public health clients are
facing cost pressures and are actively seeking cost savings,
including deductions. To date, BBGI has not been
affected.
Average Discount Ratesi
|
Weighted average risk
free government bondsii
|
Risk
premium
|
Discount
Rate
|
Jun-07
|
4.8%
|
2.7%
|
7.4%
|
Dec-07
|
4.3%
|
3.1%
|
7.5%
|
Jun-08
|
4.6%
|
3.3%
|
7.9%
|
Dec-08
|
3.5%
|
4.5%
|
8.0%
|
Jun-09
|
4.1%
|
4.3%
|
8.5%
|
Dec-09
|
4.3%
|
4.3%
|
8.6%
|
Jun-10
|
3.8%
|
4.7%
|
8.4%
|
Dec-10
|
3.8%
|
4.7%
|
8.6%
|
Jun-11
|
3.9%
|
4.7%
|
8.6%
|
Dec-11
|
2.9%
|
5.7%
|
8.5%
|
Jun-12
|
2.6%
|
5.9%
|
8.5%
|
Dec-12
|
2.7%
|
5.9%
|
8.5%
|
Jun-13
|
3.2%
|
5.2%
|
8.4%
|
Dec-13
|
3.5%
|
4.9%
|
8.4%
|
Jun-14
|
3.1%
|
5.3%
|
8.4%
|
Dec-14
|
2.3%
|
5.8%
|
8.2%
|
Jun-15
|
2.5%
|
5.5%
|
8.1%
|
Dec-15
|
2.4%
|
5.5%
|
7.9%
|
Jun-16
|
1.7%
|
6.1%
|
7.8%
|
Dec-16
|
2.2%
|
5.4%
|
7.6%
|
Jun-17
|
2.1%
|
5.4%
|
7.5%
|
Dec-17
|
2.1%
|
5.3%
|
7.4%
|
Jun-18
|
2.1%
|
5.1%
|
7.2%
|
Dec-18
|
2.0%
|
5.2%
|
7.2%
|
Jun-19
|
1.5%
|
5.6%
|
7.1%
|
Dec-19
|
1.5%
|
5.5%
|
7.1%
|
Jun-20
|
0.8%
|
6.2%
|
7.0%
|
Dec-20
|
0.9%
|
5.9%
|
6.8%
|
Jun-21
|
1.5%
|
5.1%
|
6.6%
|
Dec-21
|
1.5%
|
5.1%
|
6.6%
|
Jun-22
|
3.0%
|
3.6%
|
6.6%
|
Dec-22
|
3.8%
|
3.1%
|
6.9%
|
Jun-23
|
3.8%
|
3.4%
|
7.2%
|
Dec-23
|
3.6%
|
3.7%
|
7.3%
|
Jun-24
|
4.0%
|
3.3%
|
7.3%
|
i Sector average from listed
peers for the period from June 2007 until June 2011 and the BBGI
discount rate from December 2011.
ii Based on the weighted geographical
breakdown of the BBGI portfolio as at each valuation period;
considering the following securities yield rates: Canadian
Government Debt - 20 Years, UK Government
Debt - 20 Years, Australian Government Debt
-
15 Years, US
Treasury Bond - 30 Years, German Government
Bunds - 20 Years, Norway Swap Rate -
10 Years and Netherlands Government Debt - 20
Years.
Change in macroeconomic assumptions:
During the period, the Company
recognised a modest increase in the portfolio value of £2.1
million, or a 0.2 per cent increase in the NAV, attributed to
changes in macroeconomic assumptions. The primary driver of this
increase is the change in short-term deposit rate assumptions which
were updated to reflect the higher rates being received by our
Portfolio Companies, as well as our long-term deposit rate
assumption in the UK. While we have seen some central bank rate
cuts in Canada and Continental Europe, and more recently in the UK,
they have not been reduced to the levels that were forecast at the
beginning of the reporting period. This has therefore resulted in
higher short-term deposit rates than forecast in the December 2023
valuation. Changes in short-term inflation assumptions which
continue to trend downward had a minor negative effect on the
NAV.
Foreign exchange:
A significant proportion of the
Company's underlying investments are denominated in currencies
other than Sterling. The Company maintains its accounts, prepares
the valuation and pays dividends in Sterling. Accordingly,
fluctuations in exchange rates between Sterling and the relevant
local currencies will affect the value of the Company's underlying
investments.
The Group uses forward currency
swaps to (i) hedge 100 per cent of forecast cash flows over the
next four years on an annual rolling basis, and (ii) to implement
balance sheet hedging in order to limit the decrease in the NAV to
approximately three per cent, for a ten per cent adverse movement
in foreign exchange rates.[xvii] This is
achieved by hedging a portion of the non-Sterling and non-Euro
portfolio value. Forecast distributions in Euro are not hedged, as
a natural hedge is in place due to a significant portion of the
Company's running costs being denominated in Euro. The effect of
the Company's hedging strategy can also be expressed as a
theoretical or implicit portfolio allocation to Sterling exposure.
In other words, on an unhedged basis, the portfolio allocation to
Sterling exposure at 30 June 2024 would need to be approximately 73
per cent to obtain the same NAV sensitivity to a ten per cent
adverse change in foreign exchange rates, as shown in the foreign
exchange sensitivity table.
During the period ended 30 June
2024, the appreciation of Sterling ('GBP') against the Canadian
Dollar ('CAD'), Australian Dollar ('AUD'), the Euro ('EUR') and the
Norwegian Krone ('NOK'), and the depreciation against the US Dollar
('USD') accounted for a net decrease in the portfolio value of £7.2
million, or 0.7 per cent of the 30 June 2024 NAV. Since IPO in
December 2011, the net cumulative effect of foreign exchange
movements on the portfolio value, after considering the effect of
balance sheet hedging, has been a decrease of £6.0
million.
The table below shows the closing
exchange rates, which were used to convert unhedged future cash
flows into the reporting currency at 30 June 2024.
GBP/
|
Valuation
impact
|
FX rates as
of
30 June
2024
|
FX rates as
of
31 December
2023
|
FX rate
change
|
AUD
|
Negative
|
1.8957
|
1.8690
|
(1.43%)
|
CAD
|
Negative
|
1.7297
|
1.6871
|
(2.53%)
|
EUR
|
Negative
|
1.1800
|
1.1532
|
(2.32%)
|
NOK
|
Negative
|
13.5082
|
12.9571
|
(4.25%)
|
USD
|
Positive
|
1.2645
|
1.2731
|
0.68%
|
For valuation purposes, the
forecast distributions from investments are converted to Sterling
at either the contracted foreign exchange rate, for 100 per cent of
non-Sterling and non-Euro-denominated cash flows forecast to be
received over the next four years, or at the closing foreign
exchange rate at 30 June 2024 for the unhedged future cash flows.
Although the closing rate is the required conversion rate to use
for the unhedged future cash flows, it is not necessarily
representative of future exchange rates as it reflects a specific
point in time.
Macroeconomic and geopolitical events
The quality and predictability of
our portfolio's cash flows have become more noticeable given the
general market uncertainty and the still elevated, yet more stable,
inflation levels compared to 2022 and 2023. While we acknowledge
uncertainty in some regions where we operate, our anticipation is
for a broad political consensus on the urgent need for substantial
infrastructure investments. Against this backdrop, the Company
remains well-positioned through its high-quality inflation linkage,
achieved through annually updated contractual indexation in the
Company's project agreements.
Additionally, there has been no
material adverse effect on the portfolio valuation resulting from
current global conflicts. This is primarily because the Company
holds a low-risk portfolio with contracted cash flows, coupled with
strong stakeholder collaboration to identify and mitigate any
potential adverse effects.
Sensitivities
Variable
|
|
|
Discount Rate +/- 1%
|
-7.1%
|
8.1%
|
Inflation Rate -/+ 1%
|
-3.7%
|
4.1%
|
Deposit Rate -/+ 1%
|
-2.0%
|
2.0%
|
Combined +/-1% inflation, deposit rates, and discount
rates
|
1.9%
|
-1.6%
|
Foreign Exchange +/- 10%
|
-2.8%
|
2.9%
|
Lifecycle Costs +/- 10%
|
-2.3%
|
2.1%
|
Corporate Tax Rate +/- 1%
|
-1.2%
|
1.1%
|
Refinancing - Senior Debt Rate + 1%
|
-0.8%
|
0.0%
|
GDP -/+ 0.5%
|
0.0%
|
0.0%
|
Discount rate sensitivity
The weighted average discount rate
applied to the Company's portfolio of investments is the single
most important judgement and variable.
The following table shows the
sensitivity of the NAV to a change in the discount rate.
Discount rate sensitivity(i)
|
Change in NAV
30 June
2024
|
Increase by 1%
to c. 8.3%
|
(£74.4)
million,
i.e.
(7.1%)
|
Decrease by 1%
to c. 6.3%
|
£85.3
million,
i.e.
8.1%
|
(i) Based on the weighted average rate of
7.3 per cent.
Inflation has increased in all
jurisdictions across BBGI's geographies, and interest rates have
risen from historical lows, although in some jurisdictions these
trends have reversed over the period. Should long-term interest
rates change substantially further, this may affect discount rates,
and as a result, impact portfolio valuation.
Combined sensitivity: inflation, deposit rates and discount
rates
It is reasonable to assume
that macroeconomic movements would affect discount rates, deposit
rates and inflation rates, and not be isolated to one variable. To
illustrate the effect of this combined movement on the Company's
NAV, two scenarios were created assuming a one percentage point
change in the weighted average discount rate, and a one percentage
point change in both deposit and inflation rates above the
macroeconomic assumptions.
Combined sensitivity: inflation, deposit rates and discount
rates
|
Change in NAV
30 June
2024
|
Increase by 1%
|
(£16.3)
million,
i.e.
(1.6%)
|
Decrease by 1%
|
£19.5
million,
i.e.
1.9%
|
Inflation sensitivity
The Company's investments are
contractually entitled to receive contracted revenue streams from
public sector clients, which are typically adjusted every year for
inflation (e.g. RPI, CPI, or a basket of indices). Facilities
management subcontractors for accommodation investments and
operating and maintenance subcontractors for transport investments
have similar indexation arrangements.
This inflation linkage is achieved
through contractual indexation mechanics in the various project
Agreements with the public sector clients at the Portfolio
Companies and the inflation adjustment updated at least
annually
The table below shows the
sensitivity of the NAV to a change in inflation rates compared to
the assumptions in the table above:
Inflation sensitivity
|
Change in NAV
30 June
2024
|
Inflation +1%
|
£42.9
million,
i.e.
4.1%
|
Inflation −1%
|
(£38.7)
million,
i.e.
(3.7%)
|
Foreign exchange sensitivity
As described above, a significant
proportion of the Company's underlying investments are denominated
in currencies other than Sterling.
The following table shows the
sensitivity of the NAV to a change in foreign exchange
rates:
Foreign exchange sensitivity(i)
|
Change in NAV
30 June
2024
|
Increase by 10%
|
(£30.0)
million,
i.e.
(2.8%)
|
Decrease by 10%
|
£30.8
million,
i.e.
2.9%
|
(i) Sensitivity in comparison to the spot
foreign exchange rates at 30 June 2024 and considering the
contractual and natural hedges in place, derived by applying a ten
per cent increase or decrease to the Sterling/foreign currency
rate.
Deposit rate sensitivity
Portfolio Companies typically have
cash deposits that are required to be maintained as part of the
senior debt funding requirements (e.g. six-month debt service
reserve accounts and maintenance reserve accounts). The asset cash
flows are positively correlated with the deposit rates.
The table below shows the
sensitivity of the NAV to a percentage point change in long-term
deposit rates compared to the long-term assumptions in the table
above:
Deposit rate sensitivity
|
Change in NAV 30 June
2024
|
Deposit rate +1%
|
£21.4
million,
i.e.
2.0%
|
Deposit rate −1%
|
(£21.3)
million,
i.e.
(2.0%)
|
Lifecycle costs sensitivity
Lifecycle costs are the cost of
planned interventions or replacing material parts of an asset to
maintain it over the concession term. They involve larger items
that are not covered by routine maintenance and, for roads, will
include items such as replacement of asphalt, rehabilitation of
surfaces, or replacement of equipment. Lifecycle obligations are
generally passed down to the facility maintenance provider, except
for transportation investments, where these obligations are
typically retained by the Portfolio Company.
Of the 56 investments in the
portfolio, 20 investments retain the lifecycle obligations. The
remaining 36 investments have this obligation passed down to the
subcontractor.
The table below shows the
sensitivity of the NAV to a change in lifecycle costs:
Lifecycle costs sensitivity(i)
|
Change in NAV
30 June
2024
|
Increase by 10%
|
(£24.3)
million,
i.e.
(2.3%)
|
Decrease by 10%
|
£22.4
million,
i.e.
2.1%
|
(i) Sensitivity applied to the 20
investments in the portfolio that retain the lifecycle obligation
i.e. the obligation is not passed down to the
subcontractor.
Corporate tax rate sensitivity
The profits of each Portfolio
Company are subject to corporation tax in the country where the
Portfolio Company is located.
The table below shows the
sensitivity of the NAV to a change in corporate tax rates compared
to the assumptions in the table above:
Corporate tax rate sensitivity
|
Change in NAV
30 June
2024
|
Tax rate +1%
|
(£12.2)
million,
i.e.
(1.2%)
|
Tax rate −1%
|
£12.0
million,
i.e.
1.1%
|
Refinancing: senior debt rate sensitivity
Assumptions are used where a
refinancing of senior debt is required for an investment during the
remaining investment concession term. The refinancing sensitivity
relates to Northern Territory Secure Facilities, the only asset in
the Company's portfolio with a refinancing requirement, as it is
common practice in the Australian infrastructure market to have
senior debt durations that are typically between five and seven
years. We assume three refinancings for the Northern Territory
Secure Facilities, between the fourth quarter of 2025 and the
fourth quarter of 2038. Long-term interest rate hedges fully
mitigate base rate risk, leaving exposure only to potential changes
in margin.
The table below shows the
sensitivity of the NAV to a one percentage point increase in the
forecast debt rate.
Senior debt refinancing sensitivity
|
Change in NAV
30 June
2024
|
Debt rate +1%
|
(£8.5)
million,
i.e.
(0.8%)
|
Gross Domestic Product sensitivity
Our portfolio is not sensitive to
movements in GDP.
Details of the principal risks
faced by the Group are outlined in the Key Risk Update of this
report. Refer to our Annual Report for further
information.
Key Portfolio Company and portfolio cash flow Assumptions
underlying the NAV calculation include:
The discount rates and the
assumptions, as set out above, continue to be
applicable.
|
The updated financial models used
for the valuation accurately reflect the terms of all agreements
relating to the Portfolio Companies and represent a fair and
reasonable estimation of future cash flows accruing to the
Portfolio Companies.
|
Cash flows from and to the
Portfolio Companies are received and made at the times
anticipated.
|
Non-UK investments are valued in
local currency and converted to Sterling at either the period-end
spot foreign exchange rates or the contracted foreign exchange
rate.
|
Where the operating costs of the
Portfolio Companies are contractually fixed, such contracts are
performed according to terms, and where such costs are not fixed,
they remain within the current forecasts in the valuation
models.
|
Where lifecycle costs/risks are
borne by the Portfolio Companies, they remain in line with current
forecasts in the valuation models.
|
Contractual payments to the
Portfolio Companies remain on track and contracts with public
sector or public sector-backed counterparties are not terminated
before their contractual expiry date.
|
Any deductions or abatements during
the operations period of Portfolio Companies are passed down to
subcontractors under contractual arrangements or are part of the
planned (lifecycle) forecasts.
|
Changes to the concession period
for certain investments are realised.
|
In cases where the Portfolio
Companies have contracts which are in the construction phase, they
are either completed on time or any delay costs are borne by the
construction contractors.
|
Enacted tax rates, enacted
regulatory changes, or expected regulatory changes with a high
probability, on or prior to this reporting period-end with a future
effect materially impacting cash flow forecasts, are reflected in
the financial models.
|
In forming the above assessments,
BBGI uses its judgement and works with our Portfolio Company
management teams, as well as using due diligence information from,
or working with, suitably qualified third parties such as
technical, legal, tax and insurance advisers.
Financial Results
Basis of accounting
We have prepared the Group's
Condensed Consolidated Interim Financial Statements in accordance
with International Financial Reporting Standards accounting
standards ('IFRS') as adopted by the European Union ('EU'). In
accordance with IFRS 10, and as assessed by the Management Board,
the Company qualifies as an investment entity ('Investment Entity')
and, therefore, does not consolidate its investments in
subsidiaries that qualify as investments at fair value through
profit or loss ('Investments at FVPL'). However, certain
subsidiaries that are not Investments at FVPL, but instead provide
investment-related services or activities that relate to the
investment activities of the Group, are
consolidated.
As an Investment Entity, the
Company recognises distributions from Investments at FVPL as a
reduction in their carrying value. These distributions reduce the
estimated future cash flows which are used to determine the fair
value of Investments at FVPL. The accounting principles applied are
consistent with those principles applied in the prior year
reportings.
Income and costs
Pro Forma Income Statement
Investment Basis
|
Period ended 30 June 2024 £
million
|
Period ended 30 June 2023 £
million
|
Income from Investments at
FVPL
|
35.0
|
21.2
|
Other operating income
|
0.2
|
1.5
|
Operating income
|
35.2
|
22.7
|
Administrative expenses
|
(6.9)
|
(6.3)
|
Other operating expenses
|
(0.5)
|
(1.8)
|
Net finance result
|
(0.7)
|
(1.4)
|
Net loss on balance sheet
hedging
|
(0.7)
|
-
|
Profit before tax
|
26.4
|
13.2
|
Income tax expense - net
|
(0.3)
|
(2.1)
|
Profit for the period
|
26.1
|
11.1
|
Other comprehensive
income
|
(0.1)
|
1.1
|
Total comprehensive income
|
26.0
|
12.2
|
Basic earnings per share
(pence)
|
3.65
|
1.55
|
Certain comparative figures have
been reclassified to align with the current period presentation.
These changes primarily affect how the unrealised components of the
mark-to-market cash flow and balance sheet hedges are reported.
Previously, both the unrealised and realised components of the
mark-to-market of the cash flow and balance sheet hedges were
included in Income from Investments at FVPL. In the current
presentation, the realised components of the mark-to-market of the
cash flow and balance sheet hedges are now shown separately under
Other operating income/expenses and under Net loss on balance sheet
hedging. These reclassifications do not affect the profit reported
or the NAV in the current and prior period.
During the six-month period, the
Group recognised an income from Investments at FVPL amounting to
£35.0 million (30 June 2023: £21.2 million). This income comprises
the following components:
Investment Basis
|
Period ended 30 June 2024 £
million
|
Period ended 30 June 2023 £
million
|
Discount unwinding
|
37.4
|
37.4
|
Net movement in foreign
exchange
|
(7.2)
|
(12.9)
|
Change in macroeconomic
assumptions
|
2.1
|
13.8
|
Change in market discount
rate
|
-
|
(26.8)
|
Value enhancements
|
1.6
|
7.6
|
Withholding tax gross up
|
1.1
|
2.1
|
Income from Investments at FVPL
|
35.0
|
21.2
|
In the table above, the withholding
taxes settled during the reporting period are added back in order
to present Income from Investments at FVPL on a gross
basis.
Administrative expenses include
personnel expenses, legal and professional fees and office and
administration expenses. For more details, refer to the Group Level
Corporate Cost Analysis provided below..
Group Level Corporate Cost Analysis
The table below is prepared on an
accrual basis.
Corporate costs
|
Period ended 30 June 2024 £
million
|
Period ended 30 June 2023 £
million
|
Personnel expenses
|
4.9
|
4.1
|
Legal and professional
fees
|
1.4
|
1.5
|
Office and
administration
|
0.5
|
0.7
|
Subscription tax
|
0.3
|
0.3
|
Acquisition-related
costs
|
-
|
0.2
|
Corporate costs - excluding net finance
result
|
7.1
|
6.8
|
Income taxes
|
Period ended 30 June 2024 £
million
|
Period ended 30 June 2023 £
million
|
Income and deferred tax expense -
net
|
0.3
|
2.1
|
The Company, being an undertaking
for collective investment in Luxembourg, is exempt from corporate
income tax and instead incurs a 0.05 per cent annual subscription
tax on its total net assets, which is included in Corporate
costs. As a SICAV, the Company is not liable for capital
gains or income taxes. Taxes on all other consolidated subsidiaries
adhere to the rates applicable in their respective
jurisdictions.
Net finance result
|
Period ended 30 June 2024 £
million
|
Period ended 30 June 2023 £
million
|
Finance costs on loan and
borrowings
|
0.9
|
1.7
|
Interest income on bank
deposits
|
(0.2)
|
(0.3)
|
Net finance result
|
0.7
|
1.4
|
Finance costs on loan and
borrowings includes borrowing costs, commitment fees, and other
related fees associated with the RCF. As at 30 June 2024, the Group
had no outstanding borrowings under the RCF.
Ongoing Charges
The Ongoing Charges ('OGC')
percentage presented in the table below is prepared in accordance
with the AIC recommended methodology, latest update published in
April 2022.
The percentage represents the
annualised reduction or drag on shareholder returns as a result of
recurring operational expenses incurred in managing the Group's
consolidated entities and provides an indication of the level of
recurring costs likely to be incurred in managing the Group in the
future.
Ongoing charges information
|
Period ended 30 June
2024
(annualised)
|
Year ended
31 Dec 2023
|
Ongoing charges (using AIC
recommended methodology)
|
0.90%
|
0.93%
|
In accordance with the AIC
recommended methodology, fees that are linked to investment
performance could be viewed as analogous to performance fees paid
by externally managed investment companies and should therefore be
excluded from the principal OGC calculation.
Annualised fees directly linked to
investment performance as a percentage of average NAV are estimated
to be 0.22 per cent. Combined therefore, the estimated annualised
aggregate of ongoing charges plus investment performance fees is
1.12 per cent.
Movements in net cash/(debt)
|
Period ended 30 June
2024
£ million
|
Period ended 30 June
2023
£ million
|
Net cash/(debt) at the beginning of the reporting
period
|
9.7
|
(26.3)
|
Distributions from Investments at
FVPL(i)
|
50.5
|
53.9
|
Dividends paid
|
(28.3)
|
(25.1)
|
Net cash flows used in operating
activities
|
(8.7)
|
(11.7)
|
Net cash flows used in other
investing activities
|
(0.7)
|
-
|
Net cash flows used in other
financing activities
|
(1.6)
|
-
|
Impact of foreign exchange
gain/(loss) on net cash/(debt)
|
(0.3)
|
1.3
|
Net cash/(debt) at the end of the reporting
period
|
20.6
|
(7.9)
|
(i) Distributions in the above table are shown gross of
withholding tax. The associated withholding tax outflow is included
in 'Net cash flows used in operating
activities'.
The Group's portfolio of
investments continued to perform strongly over the period, with net
cash generated ahead of projections.
The Company had no drawdowns
outstanding on the RCF as at 30 June 2024.
Refer to the Condensed Consolidated
Interim Statement of Cash Flows for further details on cash flows
during the six-month period ended 30 June 2024.
Cash Dividend Cover
For the six months ended 30 June
2024, the Group achieved a cash dividend cover ratio of 1.47x
(period ended 30 June 2023: 1.68x) calculated as
follows:
|
30 June 2024 £ million
(except ratio)
|
30 June 2023 £ million
(except ratio)
|
Distributions from Investments at
FVPL - cash basis
|
50.5
|
53.9
|
Less: Net cash flows used in
operating activities
|
(8.7)
|
(11.7)
|
Net distributions
|
41.8
|
42.2
|
Divided by cash dividends
paid
|
28.3
|
25.1
|
Cash dividend cover (ratio)
|
1.47x
|
1.68x
|
The strong cash dividend coverage
for the period was underpinned by BBGI's high-quality, contracted,
inflation-linked cash flows. The cash dividend cover for FY 2024 is
forecast to be in the range of 1.3x to 1.4x.
Pro Forma Balance Sheet
Investment Basis
|
30 June
2024
£ million
|
31 Dec 2023
£ million
|
Investments at FVPL
|
1,030.0
|
1,047.1
|
Trade and other
receivables
|
2.5
|
0.9
|
Other assets/(liabilities) -
net
|
0.3
|
(1.1)
|
Net cash
|
20.6
|
9.7
|
NAV attributable to ordinary shares
|
1,053.4
|
1,056.6
|
Three-year comparative of Investment Basis
NAV
|
30 June
2024
|
31 Dec 2023
|
31 Dec 2022
|
NAV (millions)
|
1,053.4
|
1,056.6
|
1,069.2
|
NAV per share (pence)
|
147.4
|
147.8
|
149.9
|
The NAV total return per share in
the six months ended 30 June 2024 was 2.4 per cent.
The Investment Basis NAV decreased
by 0.3 per cent to £1,053.4 million as at 30 June 2024 (31 December
2023: £1,056.6 million) and by 0.3 per cent on an Investment Basis
NAV per share basis. The NAV per share is calculated by dividing
the NAV by the number of Company shares issued and outstanding at
the end of the reporting period. This information presents the
residual claim of each shareholder to the net assets of the
Group.
Reconciliation of Investment Basis to IFRS
Reconciliation of Condensed Consolidated
Interim Income Statement
|
30 June
2024
|
30 June
2023
|
|
|
|
|
|
Investment
Basis
£ million
|
Adjust
£ million
|
Consolidated
IFRS
£ million
|
Investment
Basis
£ million
|
Adjust
£ million
|
Consolidated
IFRS
£ million
|
Income from Investments at
FVPL(i)
|
35.0
|
(5.2)
|
29.8
|
21.2
|
(15.3)
|
5.9
|
Other operating income
(ii)
|
0.2
|
2.3
|
2.5
|
1.5
|
5.8
|
7.3
|
Operating income
|
35.2
|
(2.9)
|
32.3
|
22.7
|
(9.5)
|
13.2
|
Administrative expenses
|
(6.9)
|
-
|
(6.9)
|
(6.3)
|
-
|
(6.3)
|
Other operating expenses
(ii)
|
(0.5)
|
-
|
(0.5)
|
(1.8)
|
1.3
|
(0.5)
|
Net finance result
|
(0.7)
|
-
|
(0.7)
|
(1.4)
|
-
|
(1.4)
|
Net gain/(loss) on balance sheet
hedging (ii)
|
(0.7)
|
2.9
|
2.2
|
-
|
8.1
|
8.1
|
Profit before tax
|
26.4
|
-
|
26.4
|
13.2
|
(0.1)
|
13.1
|
Tax expense - net
|
(0.3)
|
-
|
(0.3)
|
(2.1)
|
0.1
|
(2.0)
|
Profit for the period
|
26.1
|
-
|
26.1
|
11.1
|
-
|
11.1
|
(i) As outlined above, prior year comparative figures have
been reclassified to ensure consistency with the current
year's
presentation. This reclassification does not change the previously
reported profit for the year nor the prior period
NAV.
(ii) The adjustment to Other operating
income, Other operating expenses and Net gain/(loss) on balance
sheet hedging relates to the unrecognised net results from our
hedging transactions. While these transactions are
presented separately under IFRS, they are partly included as part
of Income from Investments at FVPL under Investment Basis
reporting.
Reconciliation of Condensed Consolidated
Interim Statement of Financial Position
|
30 June
2024
|
31 December
2023
|
|
|
|
|
Investment
Basis
£ million
|
Adjust
(i)
£ million
|
Consolidated
IFRS
£ million
|
Investment
Basis
£ million
|
Adjust
£ million
|
Consolidated
IFRS
£ million
|
Investments at FVPL
|
1,030.0
|
(5.1)
|
1,024.9
|
1,047.1
|
0.1
|
1,047.2
|
Trade and other
receivables
|
2.5
|
-
|
2.5
|
0.9
|
-
|
0.9
|
Other assets/(liabilities) -
net
|
0.3
|
-
|
0.3
|
(1.1)
|
0.1
|
(1.0)
|
Net cash
|
20.6
|
-
|
20.6
|
9.7
|
-
|
9.7
|
Derivative financial
assets/(liabilities) - net
|
-
|
5.1
|
5.1
|
-
|
(0.2)
|
(0.2)
|
NAV attributable to ordinary shares
|
1,053.4
|
-
|
1,053.4
|
1,056.6
|
-
|
1,056.6
|
(i) Under IFRS, unrealised positions on foreign exchange
hedging contracts are reported separately under derivative
financial asset (liability).
Alternative Performance Measures
Alternative Performance Measures
('APM') are understood as a financial measure of historical or
future financial performance, financial position, or cash flows,
other than a financial measure defined or specified under IFRS. The
Group reports a selection of APM as summarised in the table below
and as used throughout this Interim Report. The Management Board
believes that these APM provide additional information that may be
useful to the users of this Interim Report.
The APM presented here should
supplement the information presented in the Financial Statement
section of this Report. The APM used are not measures of
performance or liquidity under IFRS and should not be considered in
isolation or as a substitute for measures of profit, or as an
indicator of the Group's operating performance as determined in
accordance with IFRS.
APM
|
Explanation
|
30 June
2024
|
31 December
2023
|
Annualised NAV total return per share
|
On a compounded annual growth rate
basis. This represents the steady-state annual growth rate based on
the NAV per share at 30 June 2024 assuming dividends declared since
IPO in December 2011 have been reinvested.(i) Investment performance can be assessed by
comparing this figure to the 7 per cent to 8 per cent TSR target
set at IPO.
|
8.5%
|
8.6%
|
Annualised total shareholder return since IPO ('Annualised
TSR')
|
On a compounded annual growth rate
basis. This represents the steady state annual growth rate based on
share price as at 30 June 2024, assuming dividends declared since
IPO in December 2011 have been reinvested.
|
7.0%
|
7.6%
|
Asset availability
|
Calculated as a percentage of
actual availability payments received, relative to the scheduled
availability fee payments. The Company targets a rate in excess of
98 per cent. A high asset availability rate can be viewed as a
proxy to strong underlying asset performance.
|
99.9%
|
99.9%
|
Cash dividend cover
|
The cash dividend cover is a
multiple that divides the total net cash generated in the period
(available for distribution to investors) by the total cash
dividends paid in the period based on the cash flow from operating
activities under IFRS. A high cash dividend cover ratio reduces the
risk that the Group will not be able to continue making fully
covered dividend payments.
|
1.47x
|
1.40x
|
Inflation linkage
|
Represents the contractual,
index-linked provisions, which adjust annually to provide a
positive and high-quality link to inflation. The measure represents
the increase in portfolio returns if inflation is one percentage
point higher than our modelled assumptions for all future periods.
Under current assumptions, the expected portfolio return would
increase from 7.3 per cent to 7.8 per cent for a one percentage
point increase to our inflation assumptions.
|
0.5%
|
0.5%
|
NAV total return per share
|
The NAV per share total return
measures the performance of the investment by accounting for
changes in the net asset value per share in the reporting period
and reinvested dividends.
|
2.4%
|
3.8%
|
Net cash
|
This amount, when considered in
conjunction with the available commitment under the Group's RCF
(unutilised RCF amount of £229 million as at 30 June 2024), is an
indicator of the Group's ability to meet financial commitments, to
pay dividends, and to undertake acquisitions.
|
£20.6
million
|
£9.7
million
|
Ongoing charges
|
Represents the estimated reduction
or drag on shareholder returns as a result of recurring operational
expenses incurred in managing the Group's consolidated entities and
provides an indication of the level of recurring costs likely to be
incurred in managing the Group in the future.
|
0.90%ii
|
0.93%
|
Single asset concentration risk (as a percentage of portfolio)
|
Represents the proportion of the
total portfolio value that is attributed to the single largest
asset. It provides an indication to which the Group's
performance is dependent on the single asset.
|
11%
Golden Ears
Bridge
|
11%
Golden Ears
Bridge
|
APM
|
Explanation
|
30 June
2024
|
31 December
2023
|
Target dividend
|
Represents the forward-looking
target dividend per share. These are targets only and are not a
profit forecast. There can be no assurance that these targets will
be met or that the Company will make any distribution at
all.
|
8.40pps for
2024;
8.57pps for
2025
|
8.40pps for
2024;
8.57pps for
2025
|
Ten-year beta
|
Calculated using the FTSE
All-Share, ten-year data representing the ten years preceding 30
June 2024. This performance measure demonstrates the level of
volatility of the Company's shares in comparison to the wider
equity market. A low beta suggests that the share price is less
volatile than the overall market.
|
0.29
|
0.28
|
Total shareholder return since IPO ('TSR')
|
The TSR combines share price
appreciation and dividends paid since
IPO in December 2011 to
represent the total return to the
shareholder expressed as a percentage. This
is based on share price at 30 June 2024 and after adding back
dividends paid or declared since IPO.
|
133.4%
|
141.1%
|
Weighted average remaining asset life
|
Represents the weighted average, by
value, of the remaining individual
asset life in years. Calculated by
reference to the existing portfolio at 30 June 2024, assuming no
future portfolio additions.
|
22.8
|
19.3
|
(i) Calculated using the Morningstar methodology.
(ii) Annualised
Key Risk Update
BBGI's approach to risk management
and detailed analysis of the risks facing the business are set out
in the Risk section of BBGI's 2023 Annual Report (pages 44-53),
which can be accessed on the Company's website at www.bb-gi.com.
The principal risks identified for the remaining six months of the
financial year, and the controls and strategies used to mitigate
them, have not materially changed from those reported in the 2023
Annual Report. Below is a summary of the key risks and notable
updates during the period.
Principal Risks Overview
The principal risks to the Company
remain consistent with those identified in the 2023 Annual Report
and are summarised as follows: - Market risks - Credit risks -
Counterparty risks - Liquidity risks - Operational risks -
Sustainability risks.
Notable Updates
Macroeconomic Risk
While macroeconomic uncertainty has
shown signs of stabilisation since 2023, it continues to present a
risk to the business across several areas, including interest
rates, inflation, and foreign exchange. Among these, our globally
diversified asset base, with two-thirds of our portfolio
denominated in non-Sterling currencies, remains particularly
exposed to potential adverse movements in foreign exchange rates.
To mitigate this risk, we have implemented a hedging strategy,
which the Management Board reviews at least annually, and maintain
the ability to borrow in the currency of our underlying
investments. This, combined with the natural hedge provided by
euro-denominated running costs, helps us manage foreign exchange
risk effectively.
To further assess the impact of
macroeconomic risks, we have conducted sensitivity analyses, which
demonstrate that our portfolio's cash flows remain robust even
under stressed economic scenarios. These analyses are available in
the Valuation section of this report.
Regulatory and Compliance Risk
The global regulatory landscape
remains complex, influenced by ongoing geopolitical uncertainty and
changes in laws and regulations that could impact our operations.
To manage this risk, Company representatives seek regular briefings
from legal and tax advisers, while BBGI's globally diversified
portfolio reduces the impact of regulatory and tax changes in any
single country.
The introduction of the Digital
Operational Resilience Act (DORA) in the EU is a notable regulatory
development, requiring enhanced resilience in digital operations.
In response, we have initiated a comprehensive review of our IT
systems to ensure compliance and have introduced additional
safeguards to meet these new obligations.
Conclusion
In summary, the Management Board
remains vigilant in monitoring and managing the principal risks
facing the business. Our diversified portfolio, prudent financial
management, and proactive risk mitigation strategies ensure that we
are well-prepared to navigate the challenges ahead. We remain
committed to maintaining the stability and resilience of our
operations amidst evolving risks.
Sustainability
BBGI was created with the purpose
of responsibly investing in infrastructure that delivers essential
services to communities, while enhancing long-term shareholder
returns. We maintain this commitment by embedding ESG as one of our
strategic pillars, ensuring our assets deliver high quality
services to communities and stakeholders in the long-run. We also
prioritise sustainability considerations within our own business
operations and continue to monitor the ESG performance of both BBGI
and its Portfolio Companies.
Please refer to our most recent
Sustainability Report for details of our achievements during the
period.
Read more:
Sustainability Report
Auditors Review Report
Report on Review of Condensed
Consolidated Interim Financial Statements
To
the Management Board of
BBGI Global Infrastructure S.A.
6E, Route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg
We have reviewed the
accompanying condensed consolidated interim financial
statements of BBGI Global Infrastructure S.A. (the "Company") and
its subsidiaries (the "Group"), which comprise the condensed
consolidated interim statement of financial position as at 30 June
2024, and the condensed consolidated interim income statement, the
condensed consolidated interim statement of other comprehensive
income, the condensed consolidated interim statement of changes in
equity and the condensed consolidated interim statement of cash
flow for the six-month period then ended, and a summary of
significant accounting policies and other explanatory
information.
Management Board's responsibility for the condensed
consolidated interim financial statements
The Management Board is responsible
for the preparation and fair presentation of these condensed
consolidated interim financial statements in accordance with
International Financial Reporting Standards as adopted by the
European Union, and for such internal control as the Management
Board determines is necessary to enable the preparation of
condensed consolidated interim financial statements that are free
from material misstatement, whether due to fraud or
error.
Responsibility of the "Réviseur d'entreprises
agréé"
Our responsibility is to express a
conclusion on these condensed consolidated interim financial
statements based on our review. We conducted our review in
accordance with International Standard on Review Engagements (ISRE
2410) as adopted for Luxembourg by the "Institut des Réviseurs
d'Entreprises". This standard requires us to comply with relevant
ethical requirements and conclude whether anything has come to our
attention that causes us to believe that the condensed consolidated
interim financial statements, taken as a whole, are not prepared in
all material respects in accordance with the applicable financial
reporting framework.
A review of condensed consolidated
interim financial statements in accordance with ISRE 2410 is a
limited assurance engagement. The "Réviseur d'entreprises agréé"
performs procedures, primarily consisting of making inquiries of
management and others within the Company, as appropriate, and
applying analytical procedures, and evaluates the evidence
obtained.
The procedures performed in a
review are substantially less than those performed in an audit
conducted in accordance with International Standards on Auditing.
Accordingly, we do not express an audit opinion on these condensed
consolidated interim financial statements.
Conclusion
Based on our review, nothing has
come to our attention that causes us to believe that the
accompanying condensed consolidated interim financial statements do
not give a true and fair view of the financial position of BBGI
Global Infrastructure S.A. as of 30 June 2024, and of its financial
performance and its cash flows for the six month period then ended
in accordance with IFRS Accounting Standards as adopted by the
European Union.
PricewaterhouseCoopers, Société coopérative
Represented by
Emanuela Sardi
Luxembourg, 28 August
2024
Condensed Consolidated Interim Income
Statement
For the six months ended 30 June
2024 (Unaudited)
In
thousands of Sterling
|
Notes
|
30 June
2024
|
30 June
2023
|
Income from investments at fair
value through profit or loss
|
10
|
29,749
|
6,064
|
Other operating income
|
8
|
2,494
|
7,250
|
Operating income
|
|
32,243
|
13,314
|
Administrative expenses
|
5
|
(6,926)
|
(6,337)
|
Other operating expenses
|
6,12
|
(471)
|
(498)
|
Operating expenses
|
|
(7,397)
|
(6,835)
|
Results from operating activities
|
|
24,846
|
6,479
|
Net finance result
|
7
|
(713)
|
(1,419)
|
Net gain on balance sheet
hedging
|
18
|
2,194
|
8,057
|
Profit before tax
|
|
26,327
|
13,117
|
Income tax expense - net
|
12
|
(260)
|
(2,054)
|
Profit for the period
|
|
26,067
|
11,063
|
Earnings per share
|
|
|
|
Basic earnings per
share (pence)
|
14
|
3.65
|
1.55
|
Diluted earnings per
share (pence)
|
14
|
3.64
|
1.55
|
The accompanying notes form an
integral part of the unaudited condensed consolidated interim
financial statements.
Condensed Consolidated Interim Statement of Other
Comprehensive Income
For the six months ended 30 June
2024 (Unaudited)
In
thousands of Sterling
|
Note
|
30 June
2024
|
30 June
2023
|
Profit for the period
|
|
26,067
|
11,063
|
Items that may be reclassified to profit or loss, net of
tax
|
|
|
|
Exchange
difference on translation of foreign operations
|
13
|
(97)
|
1,124
|
Total comprehensive income for the period
|
|
25,970
|
12,187
|
The accompanying notes form an
integral part of the unaudited condensed consolidated interim
financial statements.
Condensed Consolidated Interim Statement
of Financial
Position
As at 30 June 2024
In
thousands of Sterling
|
Notes
|
30 June
2024
(Unaudited)
|
31 December
2023
(Audited)
|
Assets
|
|
|
|
Property and equipment
|
9
|
1,327
|
93
|
Investments at fair value through
profit or loss
|
10
|
1,024,905
|
1,047,244
|
Deferred tax assets
|
12
|
1,438
|
983
|
Derivative financial
assets
|
18
|
4,177
|
2,663
|
Other non-current assets
|
|
811
|
994
|
Non-current assets
|
|
1,032,658
|
1,051,977
|
Trade and other
receivables
|
19
|
2,485
|
865
|
Other current assets
|
|
1,629
|
1,329
|
Derivative financial
assets
|
18
|
1,282
|
-
|
Cash and cash
equivalents
|
11
|
20,624
|
9,672
|
Current assets
|
|
26,020
|
11,866
|
Total assets
|
|
1,058,678
|
1,063,843
|
Equity
|
|
|
|
Share capital
|
13
|
852,386
|
852,386
|
Additional paid-in
capital
|
13
|
2,518
|
3,113
|
Translation and other capital
reserves
|
13
|
(10,902)
|
(1,635)
|
Retained earnings
|
|
209,443
|
202,764
|
Equity attributable to the owners of the
Company
|
|
1,053,445
|
1,056,628
|
Liabilities
|
|
|
|
Lease liabilities
|
16
|
1,080
|
-
|
Non-current liabilities
|
|
1,080
|
-
|
Loans and borrowings
|
15,16
|
426
|
233
|
Trade and other payables
|
17
|
2,237
|
2,697
|
Derivative financial
liabilities
|
18
|
335
|
2,823
|
Tax liabilities
|
12
|
1,155
|
1,462
|
Current liabilities
|
|
4,153
|
7,215
|
Total liabilities
|
|
5,233
|
7,215
|
Total equity and liabilities
|
|
1,058,678
|
1,063,843
|
Net asset value attributable to the owners of the
Company
|
13
|
1,053,445
|
1,056,628
|
Net asset value per ordinary share (pence)
|
13
|
147.4
|
147.8
|
The accompanying notes form an
integral part of the unaudited condensed consolidated interim
financial statements.
Condensed Consolidated Interim Statement
of Changes in
Equity
For the six months ended 30 June
2024 (Unaudited)
In
thousands of Sterling
|
Notes
|
Share
capital
|
Additional
paid-in
capital
|
Translation
and other
capital
reserve
|
Retained
earnings
|
Total
equity
|
Balance as at 31 December 2023 (Audited)
|
|
852,386
|
3,113
|
(1,635)
|
202,764
|
1,056,628
|
Total comprehensive income for the six months ended 30 June
2024
|
|
|
|
|
|
|
Profit for the period
|
|
-
|
-
|
-
|
26,067
|
26,067
|
Other comprehensive
income
|
|
-
|
-
|
(9,054)
|
8,957
|
(97)
|
Total comprehensive income for the period
|
|
-
|
-
|
(9,054)
|
35,024
|
25,970
|
Transactions with the owners of the Company, recognised
directly in equity
|
|
|
|
|
|
|
Cash dividends
|
13
|
-
|
-
|
-
|
(28,345)
|
(28,345)
|
Purchase of treasury
shares
|
|
-
|
-
|
(1,564)
|
-
|
(1,564)
|
Equity settlement of share-based
compensation
|
13,19
|
-
|
(2,634)
|
1,351
|
-
|
(1,283)
|
Share-based payment
|
13,19
|
-
|
2,039
|
-
|
-
|
2,039
|
Balance as at 30 June 2024 (Unaudited)
|
|
852,386
|
2,518
|
(10,902)
|
209,443
|
1,053,445
|
In
thousands of Sterling
|
Notes
|
Share
capital
|
Additional
paid-in
capital
|
Translation
and other
capital
reserve
|
Retained
earnings
|
Total
equity
|
Balance as at 31 December 2022 (Audited)
|
|
850,007
|
2,502
|
14,371
|
202,298
|
1,069,178
|
Total comprehensive income for the six months ended 30 June
2023
|
|
|
|
|
|
|
Profit for the period
|
|
-
|
-
|
-
|
11,063
|
11,063
|
Other comprehensive
income
|
|
-
|
-
|
(10,498)
|
11,622
|
1,124
|
Total comprehensive income for the period
|
|
-
|
-
|
(10,498)
|
22,685
|
12,187
|
Transactions with the owners of the Company, recognised
directly in equity
|
|
|
|
|
|
|
Scrip dividends
|
13
|
1,536
|
-
|
-
|
(1,536)
|
-
|
Cash dividends
|
13
|
-
|
-
|
-
|
(25,143)
|
(25,143)
|
Equity settlement of share-based
compensation
|
13,19
|
742
|
(1,283)
|
-
|
-
|
(541)
|
Share-based payment
|
13,19
|
-
|
1,075
|
-
|
-
|
1,075
|
Share issuance costs
|
13
|
(30)
|
-
|
-
|
-
|
(30)
|
Balance as at 30 June 2023 (Unaudited)
|
|
852,255
|
2,294
|
3,873
|
198,304
|
1,056,726
|
The accompanying notes form an
integral part of the unaudited condensed consolidated interim
financial statements.
Condensed Consolidated Interim Statement
of Cash
Flows
For the six months ended 30 June
2024 (Unaudited)
In
thousands of Sterling
|
Notes
|
30 June
2024
|
30 June
2023
|
Operating activities
|
|
|
|
Profit for the period
|
|
26,067
|
11,063
|
Adjustments for:
|
|
|
|
Depreciation
expense
|
5
|
55
|
25
|
Net finance
result
|
7
|
713
|
1,419
|
Income from
investments at fair value through profit or loss
|
10
|
(29,749)
|
(6,064)
|
Net gain on derivative
financial instruments
|
18
|
(4,590)
|
(13,761)
|
Foreign currency
exchange loss/(gain) - net
|
6,8
|
202
|
(1,511)
|
Share-based
compensation
|
19
|
2,039
|
1,075
|
Income tax expense -
net
|
12
|
260
|
2,321
|
Working capital
adjustments:
|
|
|
|
Trade receivables and
other assets
|
|
(1,697)
|
(1,312)
|
Trade and other
payables
|
|
41
|
(55)
|
Cash used in operating activities
|
|
(6,659)
|
(6,800)
|
Interest paid and
other borrowing costs
|
|
(721)
|
(1,589)
|
Interest
received
|
|
180
|
308
|
Realised gain/(loss)
on derivative financial instruments - net
|
18
|
7
|
(1,255)
|
Taxes paid
|
|
(1,483)
|
(2,347)
|
Net cash flows used in operating activities
|
|
(8,676)
|
(11,683)
|
Investing activities
|
|
|
|
Distributions received from
investments at fair value through profit or loss
|
10
|
50,452
|
53,884
|
Realised loss on derivative
financial instruments - net
|
|
(701)
|
-
|
Acquisition of property and
equipment
|
|
(14)
|
(3)
|
Net cash flows from investing activities
|
|
49,737
|
53,881
|
Financing activities
|
|
|
|
Dividends paid
|
13
|
(28,345)
|
(25,143)
|
Repayment of loans and
borrowings
|
15
|
(5,000)
|
(45,520)
|
Proceeds from the issuance of loans
and borrowings
|
15
|
5,000
|
15,000
|
Purchase of treasury
shares
|
13
|
(1,564)
|
-
|
Payment of lease
liabilities
|
|
(72)
|
-
|
Debt and equity instruments issue
cost
|
13
|
-
|
(30)
|
Net cash flows used in financing activities
|
|
(29,981)
|
(55,693)
|
Net increase (decrease) in cash and cash
equivalents
|
|
11,080
|
(13,495)
|
Impact of foreign exchange gain on
cash and cash equivalents
|
|
(128)
|
218
|
Cash and cash equivalents as at 1
January
|
|
9,672
|
31,157
|
Cash and cash equivalents as at 30 June
|
11
|
20,624
|
17,880
|
The accompanying notes form an
integral part of the unaudited condensed consolidated interim
financial statements.
Notes to the Condensed Consolidated Interim
Financial
Statements
For the six months ended 30 June
2024
1.
Corporate information
BBGI Global Infrastructure
S.A.,('BBGI', or the 'Company' or, together with its consolidated
subsidiaries, the 'Group') is an investment company incorporated in
Luxembourg in the form of a public limited liability company
(société anonyme) with variable share capital (société
d'investissement à capital variable, or 'SICAV') and regulated by
the Commission de Surveillance du Secteur Financier ('CSSF') under
Part II of the amended Luxembourg law of 17 December 2010 on
undertakings for collective investments with an indefinite life.
The Company qualifies as an alternative investment fund within the
meaning of Article 1 (39) of the amended law of 12 July 2013 on
alternative investment fund managers ('2013 Law') implementing
Directive 2011/61/EU of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers and amending
Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No
1060/2009 and (EU) No 1095/2010 and is authorised as an internal
alternative investment fund manager in accordance with Chapter 2 of
the 2013 Law. The Company was admitted to the official list of the
UK Listing Authority (premium listing, closed-ended investment
company) and to trading on the main market of the London Stock
Exchange on 21 December 2011.
As at 1 January 2021, the main
market of the London Stock Exchange is not considered as an EU
regulated market (as defined by the MiFID II). As a result,
Directive 2004/109/EC of the European Parliament and of the Council
of 15 December 2004, on the harmonisation of transparency
requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market, and
amending Directive 2001/34/EC (the Transparency Directive) as
implemented in Luxembourg law by the act dated 11 January 2008 on
transparency requirements for issuers (the Transparency Act 2008),
among other texts, do not apply to the Company.
The Company's registered office is
6E, route de Trèves, L-2633 Senningerberg, Luxembourg and is
registered with the Registre de Commerce et des Sociétés Luxembourg
under the number B163879.
The Company is a closed-ended
investment company that invests principally in a diversified
portfolio of Public Private Partnership ('PPP')/Private Finance
Initiative ('PFI') infrastructure or similar style assets. As at 30
June 2024, the Group has no investment that is under construction
(30 June 2023: one).
As at 30 June 2024, the Group
employed 25 staff (30 June 2023: 25 staff).
Reporting
period
The Group's interim reporting
period runs from 1 January to 30 June each year. The Group's
condensed consolidated interim income statement, condensed
consolidated interim statement of other comprehensive income,
condensed consolidated interim statement of financial position,
condensed consolidated interim statement of changes in equity, and
condensed consolidated interim statement of cash flows include
comparative figures as at 31 December 2023 and 30 June 2023, as
appropriate.
These condensed consolidated
interim financial statements were approved by the Management Board
on 28 August 2024.
2.
Basis of preparation
Statement of
compliance
These condensed consolidated
interim financial statements for the six-month reporting period
ended 30 June 2024 have been prepared in accordance with
International Accounting Standards ('IAS') 34 Interim Financial
Reporting in accordance with IFRS
Accounting Standards as adopted by the European Union.
The interim report does not include
all of the notes normally included in an annual consolidated
financial statements. Accordingly, this report should be read in
conjunction with the annual consolidated financial statements for
the year ended 31 December 2023.
The Group follows, to the fullest
extent possible, the provisions of the Standard of Recommended
Practices issued by the Association of Investment Companies ('AIC
SORP'). If a provision of the AIC SORP is in direct conflict with
IFRS as adopted by the EU, the standards of the latter
prevail.
The condensed consolidated interim
financial statements have been prepared on a historical cost basis,
except for investments at fair value through profit or loss
('Investments at FVPL') and derivative financial instruments that
have been measured at fair value.
Changes in accounting
policy
The accounting policies,
measurement and valuation principles applied by the Group in these
condensed consolidated interim financial statements are consistent
with those applied by the Group in its annual consolidated
financial statements as at and for the year ended 31 December 2023,
except for the adoption of new standards effective as at 1 January
2024.
New and amended standards
applicable to the Group starting on 1 January 2024 are as
follows:
Amendments to IAS 1:
Classification of Liabilities as Current or
Non-current
The amendments specify the
requirements for classifying liabilities as current or non-current
and clarify:
-What is meant by a right to defer
settlement
-That a right to defer must exist
at the end of the reporting period
-That classification is unaffected
by the likelihood that an entity will exercise its deferral
right
-That only if an embedded
derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its
classification
The amendments had no significant
impact on the Group's condensed consolidated interim financial
statements.
Functional and presentation
currency
These condensed consolidated
interim financial statements are presented in Sterling, the
Company's functional currency. All amounts presented in tables
throughout the report have been rounded to the nearest thousand,
unless otherwise stated.
The Company as an investment
entity
The Management Board has assessed
that the Company is an investment entity in accordance with the
provisions of IFRS 10. The Company meets the following criteria to
qualify as an investment entity:
a) Obtains funds from one or more investors for the
purpose of providing those investors with investment management
services - The Group is internally
managed with management focused solely on managing those funds
received from its shareholders in order to maximise investment
income/returns.
b) Commits to its investors that its business purpose is
to invest funds solely for returns from capital appreciation,
investment income, or both. -
The
investment objectives of the Company are to:
- Provide investors with
secure and highly predictable long-term cash flows whilst actively
managing the investment portfolio with the intention of maximising
return over the long-term.
- Target an annual dividend
payment with the aim to increase this distribution progressively
over the longer term.
- Target an IRR which is to
be achieved over the longer term via active management and to
enhance the value of existing investments.
The above-mentioned objectives
support the fact that the main business purpose of the Company is
to seek to maximise investment income for the benefit of its
shareholders.
c) Measures and evaluates performance of substantially
all of its investments on a fair value basis
- The investment policy of the Company is to
invest in equity, subordinated debt or similar interests issued in
respect of infrastructure assets that have been developed
predominantly under the PPP/PFI or similar styled procurement
models. Each of these assets is valued at fair value. The valuation
is carried out on a six-monthly basis as at 30 June and 31 December
each year.
Based on the Management Board's
assessment, the Company also meets the typical characteristics of
an investment entity as follows:
a) it has more than one investment
- as at 30 June 2024, the Company has 56
investments;
b) it has more than one investor
- the Company is listed on the London Stock
Exchange with its shares held by a broad pool of
investors;
c) it has investors that are not related parties of the
entity - other than those shares
held by the Supervisory Board and Management Board
Directors, and certain other employees, all
remaining shares in issue (more than 99 per cent) are held by
non-related parties of the Company; and
d) it has ownership interests in the form of equity or
similar interests - ownership in the
Company is through equity interest.
3.
Material accounting judgements, estimates and
assumptions
The preparation of condensed
consolidated interim financial statements in conformity with IFRS
requires the Management Board to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimates are revised and in any future periods
affected.
In the process of applying the
Group's accounting policies, the Management Board has made the
following judgements that would have the most significant effect on
the amounts recognised in the condensed consolidated interim
financial statements.
3.1 Assessment as an
investment entity
Refer to Note 2 for the discussion
on this topic.
3.2 Fair value
measurement
The Group accounts for its
investments in PPP/PFI entities ('Portfolio Companies') as
Investments at FVPL. The valuation is determined using the
discounted cash flow methodology. The cash flows forecast to be
received by the Company or its consolidated subsidiaries, generated
by each of the underlying assets, and adjusted as appropriate to
reflect the risk and opportunities, have been discounted using
asset-specific discount rates. The valuation methodology is
unchanged from previous reporting periods.
The fair value of other financial
assets and liabilities, other than current assets and liabilities,
is determined by discounting future cash flows at an appropriate
discount rate and with reference to recent market transactions,
where appropriate. Further information on assumptions and
estimation uncertainties are disclosed in Note 18.
Fair values are categorised into
different levels in a fair value hierarchy based on the inputs in
the valuation methodology, as follows:
- Level 1: quoted
prices (unadjusted) in active markets for identical assets and
liabilities.
- Level 2: inputs other
than quoted prices included in Level 1, that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
- Level 3: inputs for
the asset or liability that are not based on observable market data
('unobservable inputs').
If the inputs to measure fair value
of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in
its entirety at the same level of the fair value hierarchy as the
lowest level input that is significant to the entire
measurement.
The Group recognises transfers
between levels of fair value hierarchy at the end of the reporting
period in which the change has occurred.
3.3 Going concern basis of
accounting
The Management Board has satisfied
itself that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of
approval of the condensed consolidated interim financial
statements. After due consideration, the Management Board believes
it is appropriate to adopt the going concern basis of accounting in
preparing the condensed consolidated interim financial
statements.
4.
Segment reporting
IFRS 8 - Operating Segments adopts
a 'through the eyes of the management' approach to an entity's
reporting of information relating to its operating segments, and
also requires an entity to report financial and descriptive
information about its reportable segments.
Based on a review of information
provided to the Management Board, the Group has identified five
reportable segments based on the geographical concentration risk.
The main factor used to identify the Group's reportable segments is
the geographical location of the asset.
The Management Board has concluded
that the Group's reportable segments are: (1) UK; (2) North
America; (3) Australia; (4) Continental Europe; and (5) Holding
activities. These reportable segments are the basis on which the
Group reports information to the Management Board.
Profit or loss for the period for
the six months ended are presented below:
For the six months ended 30 June 2024
In
thousands of Sterling
|
UK
|
North
America
|
Australia
|
Continental
Europe
|
Holding
Activities
|
Total
Group
|
Income from investments at fair
value through profit or loss ('Income from Investments at
FVPL')
|
17,507
|
8,352
|
1,774
|
2,116
|
-
|
29,749
|
Administrative expenses
|
-
|
-
|
-
|
-
|
(6,926)
|
(6,926)
|
Other operating income -
net
|
-
|
-
|
-
|
-
|
2,023
|
2,023
|
Results from operating
activities
|
17,507
|
8,352
|
1,774
|
2,116
|
(4,903)
|
24,846
|
Net finance result
|
-
|
-
|
-
|
-
|
(713)
|
(713)
|
Net gain on balance sheet
hedging
|
-
|
-
|
-
|
-
|
2,194
|
2,194
|
Income tax expense - net
|
-
|
-
|
-
|
-
|
(260)
|
(260)
|
Profit/(loss) for the
period
|
17,507
|
8,352
|
1,774
|
2,116
|
(3,682)
|
26,067
|
|
|
|
|
|
|
|
For the six months ended 30 June 2023
In
thousands of Sterling
|
UK
|
North
America
|
Australia
|
Continental
Europe
|
Holding
Activities
|
Total
Group
|
Income from Investments at
FVPL
|
8,062
|
(2,980)
|
(3,642)
|
4,624
|
-
|
6,064
|
Administrative expenses
|
-
|
-
|
-
|
-
|
(6,337)
|
(6,337)
|
Other operating income -
net
|
-
|
-
|
-
|
-
|
6,752
|
6,752
|
Results from operating
activities
|
8,062
|
(2,980)
|
(3,642)
|
4,624
|
415
|
6,479
|
Net finance result
|
-
|
-
|
-
|
-
|
(1,419)
|
(1,419)
|
Net gain on balance sheet
hedging
|
-
|
-
|
-
|
-
|
8,057
|
8,057
|
Income tax expense - net
|
-
|
-
|
-
|
-
|
(2,054)
|
(2,054)
|
Profit/(loss) for the
period
|
8,062
|
(2,980)
|
(3,642)
|
4,624
|
4,999
|
11,063
|
Condensed consolidated interim
statement of financial position segment information as at 30 June
2024 and 31 December 2023 are presented below:
As
at 30 June 2024
In
thousands of Sterling
|
UK
|
North
America
|
Australia
|
Continental
Europe
|
Holding
Activities
|
Total
Group
|
Assets
|
|
|
|
|
|
|
Property and equipment
|
-
|
-
|
-
|
-
|
1,327
|
1,327
|
Investments at FVPL
|
340,400
|
463,501
|
95,300
|
125,704
|
-
|
1,024,905
|
Other non-current assets
|
-
|
-
|
-
|
-
|
6,426
|
6,426
|
Current assets
|
-
|
-
|
-
|
-
|
26,020
|
26,020
|
Total assets
|
340,400
|
463,501
|
95,300
|
125,704
|
33,773
|
1,058,678
|
Liabilities
|
|
|
|
|
|
|
Non-current
|
-
|
-
|
-
|
-
|
1,080
|
1,080
|
Current
|
-
|
-
|
-
|
-
|
4,153
|
4,153
|
Total liabilities
|
-
|
-
|
-
|
-
|
5,233
|
5,233
|
As
at 31 December 2023
In
thousands of Sterling
|
UK
|
North
America
|
Australia
|
Continental
Europe
|
Holding
Activities
|
Total
Group
|
Assets
|
|
|
|
|
|
|
Property and equipment
|
-
|
-
|
-
|
-
|
93
|
93
|
Investments at FVPL
|
341,635
|
477,734
|
97,181
|
130,694
|
-
|
1,047,244
|
Other non-current assets
|
-
|
-
|
-
|
-
|
4,640
|
4,640
|
Current assets
|
-
|
-
|
-
|
-
|
11,866
|
11,866
|
Total assets
|
341,635
|
477,734
|
97,181
|
130,694
|
16,599
|
1,063,843
|
Liabilities
|
|
|
|
|
|
|
Non-current
|
-
|
-
|
-
|
-
|
-
|
-
|
Current
|
-
|
-
|
-
|
-
|
7,215
|
7,215
|
Total liabilities
|
-
|
-
|
-
|
-
|
7,215
|
7,215
|
The Holding activities of the Group
include the activities which are not specifically related to a
specific asset or region but to those companies which provide
services to the Group. The total current assets classified under
Holding activities mainly represent cash and cash
equivalents.
Transactions between reportable
segments are conducted at arm's length and are accounted for in a
similar way to the basis of accounting used for third parties. The
accounting methods used for all the segments are similar and
comparable with those of the Company.
5.
Administrative expenses
In
thousands of Sterling
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Personnel expenses
|
|
|
Short-term
benefits
|
2,735
|
2,843
|
Share-based
compensation expenses (Note 19)
|
2,038
|
1,075
|
Supervisory Board
fees
|
173
|
158
|
|
4,946
|
4,076
|
Legal and professional
fees
|
1,422
|
1,496
|
Office and other
expenses
|
503
|
740
|
Depreciation expense
|
55
|
25
|
|
6,926
|
6,337
|
Short-term benefits relate to the
Management Board and staff, and include basic salaries, staff
bonus, short-term incentive plan ('STIP'), social security
contributions and other related expenses.
Share-based compensation expenses
include the deferred portion of the STIP and long-term incentive
plan ('LTIP') pertaining to the Management Board and the Staff
Award Plan.
The Group has engaged certain third
parties to provide legal, depositary, audit, tax and other
services. Expenses incurred in relation to these services are
classified as legal and professional fees.
Included in legal and professional
fees are audit fees and other audit-related services amounting to
£256,000 (30 June 2023: £242,000). There were no
non-audit-related services for the six months ended 30 June 2024
(30 June 2023: £nil).
6.
Other operating expenses
In
thousands of Sterling
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Subscription tax (Note
12)
|
269
|
267
|
Foreign currency exchange loss -
net
|
202
|
-
|
Acquisition-related
costs
|
-
|
231
|
|
471
|
498
|
7.
Net finance result
In
thousands of Sterling
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Finance costs on loans and
borrowings (Note 15)
|
(893)
|
(1,727)
|
Interest income on bank
deposits
|
180
|
308
|
|
(713)
|
(1,419)
|
8.
Other operating income
In
thousands of Sterling
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Gain on derivative financial
instruments(i) - net (Note 18)
|
2,396
|
5,704
|
Foreign currency exchange gain -
net
|
-
|
1,511
|
Others
|
98
|
35
|
|
2,494
|
7,250
|
(i) Relates to foreign exchange
hedging on forecast distributions from Investments at
FVPL.
9.
Property and equipment
Property and equipment relate
mostly to right-of-use assets amounting to £1,240,000 (31 December
2023: £nil).
10. Investments at FVPL
In
thousands of Sterling
|
30 June
2024
|
31
December
2023
|
Balance at 1 January
|
1,047,244
|
1,102,844
|
Income from Investments at
FVPL(i)
|
29,749
|
38,865
|
Distributions received from
Investments at FVPL
|
(52,088)
|
(94,465)
|
|
1,024,905
|
1,047,244
|
(i) This account reflects the
unrealised gains on the valuation of Investments at FVPL. For the
six months ended 30 June 2023, the income from investments at FVPL
amounted to £6,064,000.
Income from Investments at FVPL
include the impact of foreign exchange for the six months ended 30
June 2024 amounting to a net loss of £7.2 million (six months ended
30 June 2023: net loss of £21.0 million).
Refer to Note 18 of the condensed
consolidated interim financial statements for further information
on Investments at FVPL.
Distributions from Investments at
FVPL are received after either: (a) financial models have been
tested for compliance with certain ratios; or (b) financial models
have been submitted to the external lenders of the Portfolio
Companies; or (c) approvals from external lenders on the financial
models have been obtained.
As at 30 June 2024 and 31 December
2023, loans and interest receivable from unconsolidated
subsidiaries are embedded within Investments at FVPL.
The valuation of Investments at
FVPL considers all future cash flows related to each individual
Portfolio Company.
11. Cash and cash equivalents
In
thousands of Sterling
|
30 June
2024
|
31
December
2023
|
Cash at banks
|
13,109
|
9,672
|
Short-term deposits
|
7,515
|
-
|
|
20,624
|
9,672
|
Cash and cash equivalents include
cash at banks and short-term deposits held on demand and are
recognised at cost which approximates fair values. Short-term
deposits, earning interest at prevailing rates, are a key component
of the Group's cash management strategy and are utilised based on
the Group's immediate cash needs.
12. Taxes
The Company, as an undertaking for
collective investment, is exempt from corporate income tax in
Luxembourg and instead pays an annual subscription tax of 0.05 per
cent on the value of its net assets.
For the six months ended 30 June
2024, the Company incurred a subscription tax expense, included in
other operating expenses, of £269,000 (30 June 2023: £267,000). The
Company as a collective investment vehicle is not subject to taxes
on capital gains or income. All other consolidated companies are
subject to taxation at the applicable rate in their respective
jurisdictions.
The Company has adopted IFRS 10,
resulting in its designation as an investment entity (see Note 2).
Consequently, tax expenses of unconsolidated subsidiaries are not
shown as a separate line item in these condensed consolidated
interim financial statements. Instead, these taxes are
incorporated into the fair value calculation of Investments at FVPL
with the net income of each Portfolio Company taxed in its
respective jurisdiction.
During the six months ended 30 June
2024, the Group recognised an income tax expense - net of £260,000
(30 June 2023: income tax expense - net of £2,054,000). The tax
liability as at 30 June 2024 is £1,155,000 (31 December 2023:
£1,462,000).
Deferred tax assets as at 30 June
2024 amounted to £1,438,000 (31 December 2023: £983,000) and
represents losses available for offsetting against future taxable
income.
In December 2021, the Organisation
for Economic Co-operation and Development (OECD) issued model rules
for a new global minimum tax framework (Pillar Two), and various
governments around the world have issued, or are in the process of
issuing, legislation on this.
13. Capital and reserves
Share
capital
Changes in the Company´s share
capital are as follows:
In
thousands of Sterling
|
30 June
2024
|
31
December
2023
|
Share capital as at 1
January
|
852,386
|
850,007
|
Share capital issued through scrip
dividends
|
-
|
1,536
|
Equity settlement of share-based
compensation (Note 19)
|
-
|
888
|
Share issuance costs
|
-
|
(45)
|
|
852,386
|
852,386
|
The changes in the number of
ordinary shares of no-par value issued and outstanding by the
Company are as follows:
In
thousands of shares
|
30 June
2024
|
31
December
2023
|
Shares outstanding as at 1
January
|
714,877
|
713,331
|
Purchase of treasury
shares
|
(1,107)
|
-
|
Shares issuance through scrip
dividends
|
-
|
1,017
|
Shares issued as share-based
compensation - net
|
962
|
529
|
|
714,732
|
714,877
|
All of the ordinary shares issued
rank pari passu. The holders of ordinary shares are entitled to
receive dividends as declared from time to time and are entitled to
one vote per share at general meetings of the Company.
The Company meets the minimum share
capital requirement as imposed under the applicable Luxembourg
regulation.
Additional paid-in
capital
Additional paid-in capital
amounting to £2,518,000 (31 December 2023: £3,113,000) relates to
the fair value of awards recognised under share-based payment
arrangements with the Management Board and selected
employees.
Translation and other capital
reserve
Foreign currency differences are
recognised in other comprehensive income and presented in the
foreign currency translation reserve in equity except for exchange
differences from intragroup monetary items which are reflected in
the condensed consolidated interim income statement. The
translation reserve amounting to a debit balance of £10,902,000 (31
December 2023: debit balance of £1,635,000) comprises foreign
currency differences arising from the translation of the financial
statements of foreign operation. The remaining balance of other
capital reserve relates to statutory amounts required to be
allocated to this reserve account, which may not be distributed,
and the Company's treasury shares.
Dividends
The dividends declared and paid by
the Company during the six months ended 30 June 2024 and 2023 are
as follows:
In
thousands of Sterling except as otherwise stated
|
30 June
2024
|
2023 2nd interim
dividend of 3.965 pence per qualifying ordinary share - for the
period 1 July 2023 to 31 December 2023
|
28,345
|
The 31 December 2023
2nd interim
dividend was paid in April 2024. The scrip alternative was not
available with this dividend payment.
In
thousands of Sterling except as otherwise stated
|
30 June
2023
|
2022 2nd interim
dividend of 3.740 pence per qualifying ordinary share - for the
period 1 July 2022 to 31 December 2022
|
26,679
|
The 31 December 2022
2nd interim
dividend was paid in April 2023. The value of the scrip election
was £1,536,000, with the remaining amount of £25,143,000 paid in
cash to those investors that did not elect for scrip.
Net Asset Value
('NAV')
The consolidated NAV and NAV per
share as at 30 June 2024, 31 December 2023 and 31 December 2022
were as follows:
In
thousands of Sterling
|
2024
|
2023
|
2022
|
NAV attributable to the owners of
the Company
|
1,053,445
|
1,056,628
|
1,069,178
|
NAV per ordinary share
(pence)
|
147.4
|
147.8
|
149.9
|
14. Earnings per share
a) Basic earnings per
share
The basic earnings per share is
calculated by dividing the profit for the period by the weighted
average number of ordinary shares outstanding.
In
thousands of Sterling
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Profit for the period
|
26,067
|
11,063
|
Weighted average number of ordinary
shares in issue
|
714,829
|
714,368
|
Basic earnings per share (in pence)
|
3.65
|
1.55
|
The weighted average number of
ordinary shares outstanding for the purpose of calculating the
basic earnings per share is computed as follows:
In
thousands of shares
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Shares outstanding as at 1
January
|
714,877
|
713,331
|
Purchase of treasury
shares
|
(369)
|
-
|
Effect of scrip dividends
issued
|
-
|
763
|
Shares issued as share-based
compensation
|
321
|
274
|
Weighted average - outstanding shares
|
714,829
|
714,368
|
b) Diluted earnings per
share
The diluted earnings per share is
calculated by dividing the profit for the period by the weighted
average number of ordinary shares outstanding, after adjusting for
the effects of all potential dilutive ordinary shares.
The weighted average number of
potential diluted ordinary shares for the purpose of calculating
the diluted earnings per share is computed as follows:
In
thousands of shares
|
Six months ended
30 June
2024
|
Six months
ended
30 June
2023
|
Weighted average number of ordinary
shares for basic earnings per share
|
714,829
|
714,368
|
Effect of potential dilution from
share-based payment
|
1,723
|
1,212
|
Weighted average number of ordinary shares for diluted
earnings per share
|
716,552
|
715,580
|
The price of the Company's shares
for the purpose of calculating the potential dilutive effect of
award letters (Note 19) was based on the average market price for
the six months ended 30 June 2024 and 30 June 2023, respectively,
during which period the awards were outstanding.
15. Loans and borrowings
The Group has a multi-currency
Revolving Credit Facility ('RCF') with ING Bank, KFW IPEX Bank, DZ
Bank, Frankfurt Am Main and SMBC Bank EU AG for a total commitment
of £230 million. The tenor of the RCF is five years (maturing in
May 2026). The borrowing margin is 165 bps over the reference bank
rate. Under the RCF, the Group retains the possibility to consider
larger transactions by virtue of having structured a further £70
million incremental accordion tranche, for which no commitment fees
will be paid.
Outstanding drawdowns under the RCF
as at 30 June 2024 amounted to £nil (31 December 2023: £nil). As at
30 June 2024, the Group has utilised £1.4 million (31 December
2023: £1.4 million) of the £230 million RCF, which was being used
to cover letters of credit.
The RCF unamortised debt issuance
cost amounted to £609,000 as at 30 June 2024 (31 December 2023:
£771,000). The unamortised debt issuance cost is presented as part
of other non-current assets in the condensed consolidated interim
statement of financial position.
The total finance cost incurred
under the RCF for the six months ended 30 June 2024 amounted to
£875,000 (30 June 2023: £1,727,000) which includes the amortisation
of debt issuance costs of £162,000 (30 June 2023: £162,000).
RCF related fees payable as at 30 June 2024 amounted to £243,000
(31 December 2023: £233,000).
Changes in liabilities
arising from financing activities
In
thousands of Sterling
|
1 January
2024
|
Proceeds
|
Repayment
|
Foreign
exchange
|
Others
|
30 June
2024
|
Loans and borrowings -
non-current
|
-
|
5,000
|
(5,000)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
In
thousands of Sterling
|
1 January
2023
|
Proceeds
|
Repayment
|
Foreign
exchange
|
Others
|
31 December
2023
|
Loans and borrowings -
non-current
|
56,390
|
15,000
|
(71,404)
|
(1,080)
|
1,094
|
-
|
Pledges and collaterals in
relation to the RCF
As at 30 June 2024 and 31 December
2023, the Group has provided a pledge over shares issued by
consolidated subsidiaries, pledge over receivables between the
consolidated subsidiaries and pledge over the bank accounts of the
consolidated subsidiaries.
Based on the provisions of the RCF,
in the event of continuing event of default, the lender, among
other things, will have the right to cancel all commitments and
declare all or part of utilisations to be due and payable,
including all related outstanding amounts, and exercise or direct
the security agent to exercise any or all of its rights, remedies,
powers or discretions under the RCF.
The Group operated comfortably
within covenant limits of the RCF during the six months ended 30
June 2024 and year ended 31 December 2023.
16. Lease liabilities
The Group recognises lease
liabilities measured at the present value of lease payments to be
made over the lease term. The non-current portion of the
lease liabilities as at 30 June 2024 amounting to £1,080,000 are
presented separately in the condensed consolidated interim
statement of financial position (31 December 2023: £nil). The
current portion of the lease liabilities, amounting to £183,000 as
at 30 June 2024 (31 December 2023: £nil), are included in loans and
borrowing.
17. Trade and other payables
Trade and other payables amounting
to £2,237,000 as at 30 June 2024 (31 December 2023: £2,697,000) are
non-interest bearing and are usually settled within six
months.
18. Fair value measurements and sensitivity
analysis
The fair values of financial assets
and liabilities, together with the carrying amounts shown in the
condensed consolidated interim statement of financial position are
presented below. It does not include fair value information for
financial assets and financial liabilities not measured at fair
value if the carrying amount is a reasonable approximation of fair
value (i.e., cash and cash equivalents, trade and other
receivables, trade payables, accruals and other payables and loans
and borrowings).
The table below analyses financial
instruments carried at fair value, by valuation method. The
different levels have been defined under Note 3.2 Fair value
measurement:
30
June 2024
In
thousands of Sterling
|
Fair value
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Financial assets measured at fair value
|
|
|
|
|
Investments at FVPL
|
-
|
-
|
1,024,905
|
1,024,905
|
Derivative financial
assets
|
-
|
5,459
|
-
|
5,459
|
Financial liabilities measured at fair value
|
|
|
|
|
Derivative financial
liabilities
|
-
|
(335)
|
-
|
(335)
|
31
December 2023
In
thousands of Sterling
|
Fair value
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Financial assets measured at fair value
|
|
|
|
|
Investments at FVPL
|
-
|
-
|
1,047,244
|
1,047,244
|
Derivative financial
assets
|
-
|
2,663
|
-
|
2,663
|
Financial liabilities measured at fair value
|
|
|
|
|
Derivative financial
liabilities
|
-
|
(2,823)
|
-
|
(2,823)
|
There were no transfers between any
levels during the year.
Investments at
FVPL
The Management Board is responsible
for carrying out the fair market valuation of the Company's
investments, which it then presents to the Supervisory Board. The
valuation is carried out on a six-monthly basis as at 30 June and
31 December each year. The valuation is reviewed by an independent
third-party valuation expert.
The valuation is determined using
the discounted cash flow methodology. The cash flow forecasts,
generated by each of the underlying Portfolio Companies, are
received by the Company or its subsidiaries, adjusted as
appropriate to reflect risks and opportunities, and discounted
using asset- specific discount rates. The valuation methodology
remains unchanged from previous reporting periods.
Key Portfolio Company and
portfolio cash flow assumptions underlying NAV calculation
include:
- Discount rates and
the Assumptions, as set out below, continue to be
applicable.
- The updated financial
models used for the valuation accurately reflect the terms of all
agreements relating to the Portfolio Companies and represent a fair
and reasonable estimation of future cash flows accruing to the
Portfolio Companies.
- Cash flows from and
to the Portfolio Companies are received and made at the times
anticipated.
- Non-UK investments
are valued in local currency and converted to Sterling at either
the period-end spot exchange rates or the contracted foreign
exchange rate.
- Where the operating
costs of the Portfolio Companies are contractually fixed, such
contracts are performed according to terms, and where such costs
are not fixed, they remain within the current forecasts in the
valuation models.
- Where lifecycle
costs/risks are borne by the Portfolio Companies, they remain in
line with the current forecasts in the valuation models.
- Contractual payments
to the Portfolio Companies remain on track and contracts with
public sector or public sector backed counterparties are not
terminated before their contractual expiry date.
- Any deductions or
abatements during the operations period of Portfolio Companies are
passed down to subcontractors under contractual arrangements or are
part of the planned (lifecycle) forecasts.
- Changes to the
concession period for certain investments are realised.
- In cases where the
Portfolio Companies have contracts which are in the construction
phase, they are either completed on time or any delay costs are
borne by the construction contractors.
- Enacted tax rates,
enacted regulatory changes, or expected regulatory changes with a
high probability, on or prior to this reporting period-end with a
future effect materially impacting cash flow forecasts, are
reflected in the financial models.
In forming the below assessments,
BBGI uses its judgement and works with our Portfolio Company
management teams, as well as using due diligence information from,
or working with, suitably qualified third parties such as
technical, legal, tax and insurance advisers.
Macroeconomic assumptions
|
|
30
June 2024
|
31
December 2023
|
Inflation
|
UK(i)
RPI/CPIH
|
3.30% for 2024 then 3.00% (RPI) / 2.25%
(CPIH)
|
3.80% for 2024; then 3.00% (RPI) /
2.25% (CPIH)
|
Canada
|
2.60% for 2024; 2.20% for 2025 then 2.00%
|
2.50% for 2024; 2.10% for 2025 then
2.00%
|
Australia
|
3.80% for 2024; 2.80% for 2025 then 2.50%
|
3.50% for 2024; 3.00% for 2025 then
2.50%
|
Germany (ii)
|
2.30% for 2024 then 2.00%
|
2.70% for 2024; 2.10% for 2025 then
2.00%
|
Netherlands(ii)
|
2.30% for 2024 then 2.00%
|
2.70% for 2024; 2.10% for 2025 then
2.00%
|
Norway(ii)
|
3.80% for 2024; 3.00% for 2025 then 2.25%
|
4.50% for 2024; 2.50% for 2025 then
2.25%
|
US
|
2.50% for 2024 then 2.50%
|
2.50%
|
Deposit rates (p.a.)
|
UK
|
4.75% to December 2024 then 2.75%
|
4.50% to December 2024 then
2.50%
|
Canada
|
5.00% to December 2024 then 2.50%
|
4.75% to December 2024 then
2.50%
|
Australia
|
4.75% to December 2024 then 3.50%
|
4.75% to December 2024 then
3.50%
|
Germany/ Netherlands
|
3.00% to December 2024 then 2.00%
|
3.25% to December 2024 then
2.00%
|
Norway
|
4.75% to December 2024 then 2.75%
|
4.75% to December 2024 then
2.75%
|
US
|
5.00% to December 2024, then 2.50%
|
4.50% to December 2024, then
2.50%
|
Corporate tax rates (p.a.)
|
UK
|
25.00%
|
25.00%
|
Canada(iii)
|
23.00% / 26.50% / 27.00% / 29.00%
|
23.00% / 26.50% / 27.00% /
29.00%
|
Australia
|
30.00%
|
30.00%
|
Germany(iv)
|
15.83%
|
15.83%
|
Netherlands
|
25.80%
|
25.80%
|
Norway
|
22.00%
|
22.00%
|
US
|
21.00%
|
21.00%
|
(i) On 25 November 2020, the UK
Government announced the phasing out of the Retail Price Index
('RPI') after 2030 to be replaced with the Consumer Prices Index
including owner occupiers Housing costs ('CPIH'). The Company's UK
portfolio indexation factor changes from RPI to CPIH beginning on 1
January 2031.
(ii) Consumer Price Index ('CPI')
indexation only. Where investments are subject to a basket of
indices, a projection for non-CPI indices is used.
(iii) Individual tax rates vary
among Canadian provinces and territories: Alberta; Ontario; Quebec;
Northwest Territories; Saskatchewan; British Columbia; New
Brunswick.
(iv) Including solidarity charge;
individual local trade tax rates are considered in addition to the
tax rate above.
Discount rate
sensitivity
The weighted average discount rate
applied to the Company's portfolio of investments is the single
most important judgement and variable.
The following table shows the
sensitivity of the NAV to a change in the discount rate:
|
+1% to 8.3% in
2024(i)
|
|
|
-1% to 6.3% in 2024(i)
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
(74,437)
|
(74,437)
|
|
85,267
|
85,267
|
31 December 2023
|
(76,995)
|
(76,995)
|
|
88,329
|
88,329
|
(i) Based on the
weighted average discount rate of 7.3 per cent (31 December 2023:
7.3 per cent).
Inflation has increased in all
jurisdictions across BBGI's geographies, and interest rates have
risen from historical lows, although in some jurisdictions these
trends have reversed over the period. In the event long-term
interest rates rise substantially further, this is likely to
further affect discount rates, and as a result, negatively impact
portfolio valuation.
Combined sensitivity:
inflation, deposit rates and discount rates
It is reasonable to assume that
macroeconomic movements would affect discount rates, deposit rates
and inflation rates, and not be isolated to one variable. To
illustrate the effect of this combined movement on the Company's
NAV, two scenarios were created assuming a one percentage point
change in the weighted average discount rate, and a one percentage
point change in both deposit and inflation rates above the
macroeconomic assumptions.
|
+1%
|
|
|
-1%
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
(16,345)
|
(16,345)
|
|
19,544
|
19,544
|
31 December 2023
|
(16,344)
|
(16,344)
|
|
19,915
|
19,915
|
Inflation
sensitivity
The Company's investments are
contractually entitled to receive contracted revenue streams from
public sector clients, which are typically adjusted every year for
inflation (e.g. RPI, CPI, or a basket of indices). Facilities
management subcontractors for accommodation investments and
operating and maintenance subcontractors for transport investments
have similar indexation arrangements.
This inflation-linkage is achieved
through contractual indexation mechanics in the various project
agreements with the public sector clients at the portfolio
companies and the inflation adjustment updated at least
annually.
The table below shows the
sensitivity of the NAV to a change in inflation rates compared to
the assumptions in the table above:
|
+1%
|
|
|
-1%
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
42,899
|
42,899
|
|
(38,706)
|
(38,706)
|
31 December 2023
|
45,370
|
45,370
|
|
(40,852)
|
(40,852)
|
Foreign exchange
sensitivity
As described above, a significant
proportion of the Company's underlying investments are denominated
in currencies other than Sterling.
The following table shows the
sensitivity of the NAV to a change in foreign exchange
rates:
|
Increase by
10%(i)
|
|
|
Decrease by 10%(i)
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
(30,010)
|
(30,010)
|
|
30,792
|
30,792
|
31 December 2023
|
(30,875)
|
(30,875)
|
|
31,161
|
31,161
|
(i) Sensitivity
in comparison to the spot foreign exchange rates at 30 June 2024
and considering the contractual and natural hedges in place,
derived by applying a 10 per cent increase or decrease to the
Sterling/foreign currency rate.
Deposit rate
sensitivity
Portfolio Companies typically have
cash deposits that are required to be maintained as part of the
senior debt funding requirements (e.g. six months' debt service
reserve accounts, maintenance reserve accounts). The asset cash
flows are positively correlated with the deposit rates.
The table below shows the
sensitivity of the NAV to a percentage-point change in long-term
deposit rates compared to the long-term assumptions in the table
above:
|
+1 %
|
|
|
-1%
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
21,388
|
21,388
|
|
(21,312)
|
(21,312)
|
31 December 2023
|
21,029
|
21,029
|
|
(21,674)
|
(21,674)
|
Lifecycle costs
sensitivity
Lifecycle costs are the cost of
planned interventions or replacing material parts of an asset to
maintain it over the concession term. They involve larger items
that are not covered by routine maintenance and, for roads, it will
include items such as replacement of asphalt, rehabilitation of
surfaces, or replacement of electromechanical equipment. Lifecycle
obligations are generally passed down to the facility maintenance
provider, with the exception of transportation investments, where
these obligations are typically retained by the Portfolio
Company.
Of the 56 investments in the
portfolio, 20 investments retain the lifecycle obligations. The
remaining 36 investments have this obligation passed down to the
subcontractor.
The following table shows the
sensitivity of the NAV to a change in lifecycle costs:
|
Increase by
10%(i)
|
|
|
Decrease by 10%(i)
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
(24,342)
|
(24,342)
|
|
22,424
|
22,424
|
31 December 2023
|
(24,865)
|
(24,865)
|
|
22,801
|
22,801
|
(i) Sensitivity
applied to the 20 investments in the portfolio that retain the
lifecycle obligation i.e. the obligation is not passed down to the
subcontractor.
Corporate tax rate
sensitivity
The profits of each Portfolio
Company are subject to corporation tax in the country where the
Portfolio Company is located.
The table below shows the
sensitivity of the NAV to a change in corporate tax rates compared
to the assumptions in the table above:
|
+1%
|
|
|
-1%
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
|
NAV
|
Profit or
loss
|
30
June 2024
|
(12,221)
|
(12,221)
|
|
12,042
|
12,042
|
31 December 2023
|
(12,189)
|
(12,189)
|
|
12,045
|
12,045
|
Refinancing: senior debt rate
sensitivity
Assumptions are used where a
refinancing of senior debt is required for an investment during the
remaining investment concession term. The refinancing sensitivity
relates to Northern Territory Secure Facilities, the only asset in
the Company's portfolio with refinancing requirement. This
asset, as it is common practice in the Australian infrastructure
market to have senior debt durations that are typically between
five and seven years. We assume three refinancings for the Northern
Territory Secure Facilities, between the fourth quarter of 2025 and
the fourth quarter of 2038. Long-term interest rate hedges fully
mitigate base rate risk, leaving exposure only to potential changes
in margin.
The table below shows the
sensitivity of the NAV to a one percentage point increase to the
forecasted debt rate.
|
Margin +1%
|
|
Effects in thousands of Sterling
|
NAV
|
Profit or
loss
|
30
June 2024
|
(8,534)
|
(8,534)
|
31 December 2023
|
(7,942)
|
(7,942)
|
Derivative financial
instruments
The fair value of derivative
financial instruments ('foreign exchange forward contracts') is
calculated by the difference between the contractual forward rate
and the estimated forward exchange rates at the maturity of the
forward contract. The foreign exchange forward contracts are fair
valued periodically by the counterparty bank. The fair value of
foreign exchange forward contracts as at 30 June 2024 amounted to a
net receivable of £5,124,000 (31 December 2023: £160,000 - net
liability). The counterparty bank has an S&P/Moody's credit
rating of A+/A1.
The Group uses forward currency
swaps to (i) hedge 100 per cent of forecasted distributions over
the next four years on an annual rolling basis ('cash flow
hedging'), and (ii) to implement balance sheet hedging, when taken
together with the cashflow hedging, seeks to limit the decrease in
the NAV to approximately 3 per cent, for a 10 per cent adverse
movement in foreign exchange rates ('balance sheet
hedging').
During the six months ended 30 June
2024, the Group recognised the following net gain/(loss) on
derivative financial instruments at FVPL:
|
Six months
ended
|
|
Six months
ended
|
|
In
thousands of Sterling
|
30 June
2024
Realised
|
30 June
2024
Unrealised
|
30 June
2023
Realised
|
30 June
2023
Unrealised
|
Cash flow hedging
|
7
|
2,389
|
(1,255)
|
6,959
|
Balance sheet hedging
|
(701)
|
2,895
|
-
|
8,057
|
|
(694)
|
5,284
|
(1,255)
|
15,016
|
The Group has exposure to the
following risks from financial instruments:
Credit risk
Credit risk is the risk that the
counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Group,
resulting in:
1) impairment or reduction in the
amounts recoverable from receivables and other current and
non-current assets; and
2) non-recoverability, in part or
in whole, of cash and cash equivalents deposited with
banks.
Liquidity
risk
Liquidity risk is the risk that the
Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Group's policy over liquidity
risk is that it will seek to have sufficient liquidity to meet its
liabilities and obligations when they fall due.
The Group manages liquidity risk by
maintaining adequate cash and cash equivalents and access to
borrowing facilities to finance day-to-day operations and medium to
long-term capital needs. The Group also regularly monitors the
forecast and actual cash requirements and matches the maturity
profiles of the Group's financial assets and financial
liabilities.
Market risk
Market risk is the risk that
changes in market prices, such as foreign exchange rates, interest
rates and equity prices, will affect the Group's income or the
value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the
returns.
19. Related parties and key contracts
All transactions with related parties were
undertaken on an arm's length basis.
Supervisory Board
fees
The members of the Supervisory
Board of the Company were entitled to a total of £173,000 in fees
for the six months ended 30 June 2024 (30 June 2023:
£158,000).
Directors' shareholding in the
Company
In
thousands of shares
|
30 June
2024
|
31 December
2023
|
Management Board
|
|
|
Duncan Ball
|
1,448
|
1,071
|
Michael Denny
|
873
|
650
|
Andreas Parzych (i)
|
34
|
34
|
Supervisory Board
|
|
|
June Aitken
|
69
|
56
|
Sarah Whitney
|
60
|
60
|
Andrew Sykes
|
60
|
40
|
Christopher Waples
|
29
|
17
|
Jutta af Rosenborg
|
8
|
8
|
|
2,581
|
1,936
|
(i) Appointed on 31 January 2024
Remuneration of the
Management Board
The Management Board members are
entitled to a fixed remuneration under their contracts and are also
entitled to participate in a STIP and a long-term incentive plan
('LTIP'). Compensation under their contracts is reviewed annually
by the Remuneration Committee.
The total short-term and other
long-term benefits recorded in the condensed consolidated interim
income statement for the Management Board, as the key management
personnel are as follows:
In
thousands of Sterling
|
Six months
ended
30 June
2024
|
Six months
ended
30 June
2023
|
Short-term benefits
|
967
|
1,411
|
Share-based payment
|
1,151
|
951
|
|
2,118
|
2,362
|
Share-based compensation of
the Management Board
Each of the members of the
Management Board participates in the Group's LTIP.
During the six months ended 30 June
2024, the Company settled the outstanding obligation under the 2020
LTIP Award and the 2023 Deferred STIP, net of taxes, through the
issuance of 466,097 shares and 133,307 shares respectively. The
total accrued amount prior to current period settlement under the
2020 LTIP Award and the 2023 Deferred STIP was £613,000 and
£310,000 respectively.
Trade and other
receivables
As at 30 June 2024, trade and other
receivables include short-term net receivables from
non-consolidated subsidiaries amounting to £2,485,000 (31 December
2023: £865,000).
20. Standards issued but not yet effective
A number of new standards and
amendments to standards are effective for annual periods beginning
after 1 January 2024 and earlier application is permitted; however,
the Group has not early adopted any of the forthcoming new or
amended standards in preparing these condensed consolidated interim
financial statements. The Group intends to adopt these new and
amended standards, if applicable, when they become
effective.
Board Members,
Agents and Advisers
Supervisory Board
Sarah Whitney (Chair)
Andrew Sykes (Senior Independent
Director)
June Aitken
Jutta af Rosenborg
Christopher Waples
Management Board
Duncan Ball (Chief Executive
Officer)
Michael Denny (Chief Financial and
Operations Officer)
Andreas Parzych (Executive
Director)
Registered Office
6E route de Trèves
L-2633 Senningerberg
Grand Duchy of
Luxembourg
Auditors
PricewaterhouseCoopers, Société
cooperative
2 rue Gerhard Mercator
B.P. 1443
L-1014 Luxembourg
Grand Duchy of
Luxembourg
Corporate Brokers
Winterflood Securities
Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
United Kingdom
Corporate Brokers
Jefferies International
Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
Depository, Receiving Agent and UK Transfer
Agent
Link Market Services Trustees
Limited
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Luxembourg CSD Principal Agent
Banque Internationale à Luxembourg
S.A.
69 route d'Esch
Office PLM 018A
L-2953 Luxembourg
Grand Duchy of
Luxembourg
Central Administrative Agent,
Luxembourg Registrar and
Transfer Agent, Depositary and Principal Paying
Agent
CACEIS Investor Services Bank
S.A.
14 Porte de France
L-4360 Esch-sur-Alzette
Grand Duchy of
Luxembourg
EEA based Centralised Securities Depository
LuxCSD S.A.
42 Avenue John F.
Kennedy
L-1855 Luxembourg
Grand Duchy of
Luxembourg
Communications Adviser
H/Advisors Maitland
3 Pancras Square
London N1C 4AG
United Kingdom
Registre de Commerce et des
Sociétés (RCS) Luxembourg B163879
Listing
Chapter 15 premium listing, closed-ended investment
company
Trading Main
Market
ISIN
LU0686550053
SEDOL
B6QWXM4
Ticker
BBGI
Indices FTSE 250,
FTSE 350, FTSE 350 High Yield and FTSE All-Share
Glossary
AIC
The UK Association of Investment
Companies, the trade association for closed-ended investment
companies in the UK
AGM
Annual General Meeting of the
Company's shareholders
AIC Code
The 2019 AIC Code of Corporate
Governance
AIC SORP
Standard of Recommended Practices
issued by the AIC
AIF
Alternative Investment
Fund
AIFM Law/2013 Law
The Luxembourg amended law of 12
July 2013 on Alternative Investment Fund Managers
AIFMD
EU Alternative Investment Fund
Managers Directive
APM
Alternative Performance Measures,
are understood as a financial measure of historical or future
financial performance, financial position, or cash flows, other
than a financial measure defined or specified under
IFRS.
Availability-style
Availability-style, unlike
'demand-based' means that revenues are paid provided the asset is
available for use
BBGI/Company
BBGI Global Infrastructure
S.A.
CAPM
Capital Asset Pricing
Model
Carbon neutral
A state where the residual GHG
emissions have been balanced out by financing activities that
remove atmospheric CO₂ ('offsets')
Circular 18/698
CSSF circular 18/698, published 23
August 2018, concerning Authorisation and organisation of
investment fund managers incorporated under Luxembourg law; Specific provisions on the fight against money
laundering and terrorist financing applicable to investment fund managers and entities carrying out the activity of registrar
agent
Concession asset
Concession assets are assets where
the asset returns to the public client at the end of the
contract
Corporate Emissions
GHG emissions that pertain to our
business activities
CSSF
Commission de Surveillance du
Secteur Financier, the public institution
that supervises the professionals and products of the Luxembourg
financial sector, including the Company
CPI
Consumer Price Index
DTR
The UK Disclosure Guidance and
Transparency Rules
ECL
Expected Credit Losses
EIR
Effective Interest
Rate
ESG
Environmental, Social and
Governance
ESMA
European Securities and Markets
Authority
FCA
The UK Financial Conduct
Authority
Financed Emissions
GHG emissions from our
investments
FRC
Financial Reporting Council, the
UK's regulator of auditors, accountants and actuaries, and
responsible for setting the UK's Corporate Governance and
Stewardship Codes
FRC Code
The UK Corporate Governance Code
2018
GDP
Gross Domestic Product
GHG
Greenhouse Gas
Group
The Company and its
subsidiaries
IFRS
International Financial Reporting
Standards as adopted by the European Union
Investments at FVPL
Investments at fair value through
profit or loss
IPO
Initial Public Offering
KPI
Key Performance
Indicator
LIBOR
London Interbank Offered
Rate
LIFT
The UK's Local Improvement Finance
Trust
Lock-up
In a PPP project, a lock-up period
refers to a contractual restriction that prevents equity holders
from distributing profits or dividends to ensure financial
stability and reinvestment in the project during its critical
phases
LTIP
Long-Term Incentive Plan
Management Board
The Executive Directors of the
Company
NAV
Net Asset Value
NED
Independent Non-Executive Director,
a member of the Supervisory Board
NPPR
The UK's National Private Placement
Regime
NZAM
The Net Zero Asset Managers
initiative
O&M
Operation and
Maintenance
Offsets
Removing CO2 from the
atmosphere, by financing projects which are either creating natural
carbon dioxide sinks or technology that captures carbon dioxide
from the air. The long-term removals must be measurable,
verifiable, permanent and additional. Offsets cannot be done in
isolation to combat climate change, they must be supported by
science-based targets and GHG reduction pathways
OGC
Ongoing Charges
Pathways
Net zero pathways show how much and
how quickly companies need to reduce their GHG emissions to reach
their science-based GHG reduction targets
PFI
Private Finance
Initiative
PPP
Public Private
Partnership
PwC
PricewaterhouseCoopers société
cooperative, the Company's External Auditor
RCF
Revolving Credit Facility for up to
£230 million, with the possibility of increasing the quantum to
£300 million by means of an accordion provision, and matures in May
2026
RPI
Retail Price Index
Science-based targets
Targets adopted by companies to
reduce
GHG emissions are considered 'science-based' if they follow
a pathway that is consistent with the latest climate science and
keeping warming to below 1.5°C
SDG, SDGs
The UN Sustainable Development
Goals
SFDR
Sustainable Finance Disclosure
Regulation
SONIA
Sterling Overnight Index
Average
STIP
Short-Term Incentive
Plan
Supervisory Board
The independent Non-Executive
Directors
of the Company
TCFD
Task Force on Climate-Related
Financial Disclosures
TSR
Total Shareholder Return
UNGC
UN Global Compact
Cautionary Statement
Certain sections of this Interim
Report, including, but not limited to, the Chair's Statement and
the Strategic Report of the Management Board, have been prepared
solely to provide additional information to shareholders to assess
the Group's strategies and the potential for those strategies to
succeed. This additional information should not be relied on by any
other party or for any other purpose.
These sections may include
statements that are, or may be deemed to be, 'forward-looking'
statements. These forward-looking statements can be identified
using forward-looking terminology, including the terms: 'believes',
'estimates', 'anticipates', 'forecasts', 'projects', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their
negative or other variations or comparable terminology.
These forward-looking statements
include matters that are not historical facts. They appear
throughout this document and include statements regarding the
intentions, beliefs or current expectations of the Management and
Supervisory Boards concerning, among other things, the investment
objectives and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity,
prospects and distribution policy of the Group, and the markets in
which it invests.
By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not a guarantee of future
performance. The Group's actual investment performance, results of
operations, financial condition, liquidity, distribution policy and
the development of its financing strategies may differ materially
from the impression created by the forward-looking statements
contained in this document.
Subject to their legal and
regulatory obligations, the Management and Supervisory Boards
expressly disclaim any obligations to update or revise any
forward-looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events,
conditions, or circumstances on which any statement is
based.
In addition, these sections may
include target figures and guidance for future financial periods.
Any such figures are targets only and are not forecasts.
This report has been prepared for
the Group, and therefore gives greater emphasis to those matters
that are significant to BBGI Global Infrastructure S.A. and its
subsidiaries when viewed as a whole.
www.bb-gi.com
Registered Office:
6E route de Trèves
L-2633 Senningerberg
Grand Duchy of
Luxembourg