Atlas Arteria · ASX:ALX

Atlas Arteria — Merger or Acquisition (September 2022)

88 slides from Atlas Arteria's merger presentation, Sep 14, 2022

  1. Slide 1: Acquisition of Majority Interest in Chicago Skyway

    Acquisition of Majority Interest in Chicago Skyway Acquisition and Equity Raising Investor Presentation 14 September 2022 Atlas Arteria → Acquisition of Interest in Skyway → 1 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  2. Slide 2: Disclaimer

    DISCLAIMER Atlas Arteria (or “ALX”) comprises Atlas Arteria Limited (ACN 141 075 This Presentation is based on summary information about the current No person is authorised to give any information or make any 201) (“ATLAX”) and Atlas Arteria International Limited (Registration No. activities of Atla

  3. Slide 3: Disclaimer

    DISCLAIMER General Securities Warning contributions and projected pro forma EV/EBITDA multiples are also forward-looking statements as are statements regarding internal Underwriters management estimates and assessments of projected population and This Presentation is for information purposes only an

  4. Slide 4: Disclaimer

    DISCLAIMER Target Information Financial Information The Chicago Skyway financial information does not purport to be in compliance with Article 3-05 of Regulation S-X under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). Certain information in this Presentation has been sourced f

  5. Slide 5: Disclaimer

    DISCLAIMER No Offer ALX may require an investor to complete a statutory declaration as to whether they (or any person on whose account or for whose benefit it Each of ATLAX, ATLIX and the Underwriters and their respective related entities and affiliates, and each of their respective Beneficiaries, h

  6. Slide 6: Contents

    CONTENTS ACQUISITION OVERVIEW CHICAGO SKYWAY CAPITAL MANAGEMENT AND FINANCIAL METRICS OFFER STRUCTURE SUMMARY SUPPLEMENTARY INFORMATION Atlas Arteria → Acquisition of Interest in Skyway → 6 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  7. Slide 7: Acquisition Overview

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 01 Acquisition Overview Atlas Arteria → Acquisition of Interest in Skyway → 7 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  8. Slide 8: Announcement of Acquisition

    ANNOUNCEMENT OF ACQUISITION Atlas Arteria to acquire a 66.67% majority interest in the Chicago Skyway Toll Bridge (“Chicago Skyway” or “Skyway”) Acquisition highlights – delivering on strategy and building a platform for continuing growth Platform for Growth • Ensures Atlas Arteria has longer  • Va

  9. Slide 9: Chicago Skyway Overview

    CHICAGO SKYWAY OVERVIEW Essential brownfield toll road, with 60+ years operating history in key transport corridor Chicago Skyway • Skyway is a 12.5km (7.8 mile) elevated toll road providing congestion relief in an essential transportation corridor between Chicago, Illinois and Northwest Indiana • I

  10. Slide 10: Acquisition Overview

    ACQUISITION OVERVIEW Atlas Arteria has executed an agreement to acquire a 66.67% majority interest in Skyway Concession Company LLC, the concessionaire of the Chicago Skyway (“Acquisition”)1 Leverages our deep knowledge of Skyway Acquisition equity value of US$2,013m, attained during prior ownership

  11. Slide 11: Skyway Acquisition Continues to Build the Platform

    SKYWAY ACQUISITION CONTINUES TO BUILD THE PLATFORM Acquisition of majority interest in Skyway is an important step in Atlas Arteria’s growth as a global owner, operator and developer of toll roads 2018 – today Why acquire Skyway? Strengthen capital Internalisation Diversify and de-risk Leverage inte

  12. Slide 12: Portfolio Concession Life

    PORTFOLIO CONCESSION LIFE Acquisition doubles Atlas Arteria’s average concession life, underpinning long-term value and cash flows for securityholders Concession Life1,2 APRR 2035 expiry3 13 years Warnow Tunnel 2053 expiry 31 years Dulles Greenway 2056 expiry 33 years ADELAC 2060 expiry 38 years Ave

  13. Slide 13: Attractive Tolling Regime with Predictable Escalation

    ATTRACTIVE TOLLING REGIME WITH PREDICTABLE ESCALATION Escalation predictability delivering c.19% toll growth over the next 2 years Toll Escalation Set at Maximum of Economic Factors and 2.0% Floor, with Macroeconomic Indicators Based on a 2-year Look-back 2022A 2023E 2024E Benefits of Skyway Toll (B

  14. Slide 14: Long-Term Benefits of Attractive Tolling Regime

    LONG-TERM BENEFITS OF ATTRACTIVE TOLLING REGIME Skyway’s toll escalation formula delivers compounded toll escalation above individual macroeconomic variables Implied Toll Escalation Growth of 1.5x Inflation Long-Term Value Driven by an Attractive Tolling Regime • Skyway’s concession agreement allows

  15. Slide 15: Long-Term Sustainable Distributions

    LONG-TERM SUSTAINABLE DISTRIBUTIONS Post Acquisition, cash flows from the existing portfolio and Skyway are expected to provide for long-term sustainable distributions Atlas Arteria Distributions – by Period Earned (cps) Distribution Guidance for 2022 and 2023 Guidance 2022 Guided distribution withd

  16. Slide 16: Diversification of Atlas Arteria Portfolio

    DIVERSIFICATION OF ATLAS ARTERIA PORTFOLIO Skyway delivers financial, geographical, currency and distributions diversification to Atlas Arteria’s portfolio Financial Geographical Currency Distributions • APRR is currently the • Acquisition of majority • Currently Atlas Arteria is • APRR and more rec

  17. Slide 17: Skyway Shareholder Overview

    SKYWAY SHAREHOLDER OVERVIEW Acquisition establishes a valuable partnership with Ontario Teachers' Pension Plan (“Ontario Teachers’”), which is retaining a 33.33% interest in Skyway • Founded in 1990, Ontario Teachers’ is a Canadian public pension fund and global investor with over >C$240 billon in n

  18. Slide 18: Ongoing Focus on Growth Opportunities

    ONGOING FOCUS ON GROWTH OPPORTUNITIES Skyway is a complimentary addition to Atlas Arteria’s portfolio, enhancing ability to continue delivering on strategy APRR Dulles Greenway External Growth Objectives • Ongoing dialogue with French • Remain focused on developing a long- • Atlas Arteria routinely

  19. Slide 19: Chicago Skyway

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 02 Chicago Skyway Atlas Arteria → Acquisition of Interest in Skyway → 19 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  20. Slide 20: Market Overview

    MARKET OVERVIEW Acquisition in key target market with robust fundamentals for toll road operators Supportive Macro Environment in Third Largest US Metropolitan Area Economic Metrics • Road tolling in the US has a long history and is generally well accepted as a normal part of life for commuters, The

  21. Slide 21: Demonstrable Value for Customers

    DEMONSTRABLE VALUE FOR CUSTOMERS Skyway delivers substantial time savings and reliability for customers Skyway is Significantly More Efficient vs. Competing Routes • Nearest alternate route comprises the un-tolled Dan Ryan Expressway, the AM Peak (6am-9am) PM Peak (4pm-9pm) Travel Length Chicago to

  22. Slide 22: Steady Traffic Performance

    STEADY TRAFFIC PERFORMANCE Skyway has exhibited traffic resiliency through economic cycles and notable restrictions on travel Robust Traffic Performance and Resiliency Skyway Traffic Performance • Traffic rebounded well in 2021 post COVID-19 pandemic AADT (thousands) ITR COVID-19 imposed restriction

  23. Slide 23: Diverse User Base

    DIVERSE USER BASE Skyway benefits from a diverse user base with limited reliance on peak hour commuters and significant penetration of freight which requires a fast, reliable and less congested route Limited Reliance on LV Peak Commuter Traffic Traffic Mix by Vehicle Type • Majority of LV traffic on

  24. Slide 24: Predictable Seasonality

    PREDICTABLE SEASONALITY Skyway’s diverse user base underpins predictable seasonal patronage throughout the year Unique mix of drivers Historical Monthly Seasonality1 16% 6.3% 6.1% 7.7% 7.9% 8.8% 9.2% 10.7% 10.1% 8.8% 8.8% 8.0% 7.6% Commercial Commercial freight traffic servicing needs of freight the

  25. Slide 25: Inelastic Demand

    INELASTIC DEMAND Ability to implement attractive toll increases over time, combined with relatively inelastic traffic, delivers sustainable revenue growth Toll Price Elasticity (real)1 0.6 • Historical experience with changing toll prices and traffic demand 0.5 indicates that customer demand is rela

  26. Slide 26: Financial Highlights – Revenue Performance

    FINANCIAL HIGHLIGHTS – REVENUE PERFORMANCE Revenue resiliency supported by diverse user base, attractive tolling escalation and inelastic demand Tolling escalation embedded in the concession agreement, combined High and stable proportion of freight traffic ensures a level of revenue  with inelastic

  27. Slide 27: Financial Highlights – EBITDA and FCF Performance

    FINANCIAL HIGHLIGHTS – EBITDA AND FCF PERFORMANCE Stable and predictable margins underpin earnings certainty Largely fixed operating expenses leading to consistently high EBITDA margins 100% Stable and efficient 88% 87% 88% 88% 88% 87% 87% 140 85% 84% operating cost base with 90%  consistently high

  28. Slide 28: Financial Highlights – Capex Performance

    FINANCIAL HIGHLIGHTS – CAPEX PERFORMANCE No major rehabilitation expected until c.2050 as a result of capital investment since 2000 Historical investments have ensured performance and robust safety standards Historical Maintenance Capex • No major rehabilitation expected until c.2050 as a result of

  29. Slide 29: ESG Credentials

    ESG CREDENTIALS Skyway is well aligned with Atlas Arteria’s sustainability priorities Atlas Arteria Sustainability Priorities Skyway Alignment • Commitment to safety for users, employees, subcontractors and other parties ‒ No history of major safety incidents ‒ Ongoing monitoring of KPIs to ensure c

  30. Slide 30: Integration and Value Add

    INTEGRATION AND VALUE ADD Opportunities to leverage Atlas Arteria’s capabilities as a global operator of toll roads Disciplined approach to the Skyway acquisition, focused on: Due Diligence and • Robust traffic forecast analysis and stress testing Investment Screening • Comparative return analysis a

  31. Slide 31: Valuation Comparables

    VALUATION COMPARABLES Skyway valuation is representative of key attributes including attractive tolling regime with predictable escalation and long remaining concession life Relevant North American Comparable Transactions • Acquisition enterprise value (on a 100% basis) of US$4,403m, Concession EV/E

  32. Slide 32: Capital Management and Financial Metrics

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 03 Capital Management and Financial Metrics Atlas Arteria → Acquisition of Interest in Skyway → 32 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  33. Slide 33: Atlas Arteria Capital Management

    ATLAS ARTERIA CAPITAL MANAGEMENT Disciplined balance sheet management for the benefit of securityholders Sustainable distribution growth Appropriate gearing across the Funding to support growth funded from operating business portfolio objectives cash flows • Skyway acquisition will double the • Skyw

  34. Slide 34: Skyway Capital Structure

    SKYWAY CAPITAL STRUCTURE Robust credit profile, with significant headroom to deliver capital releases over time Long-Term, Largely Fixed Rate Capital Structure Weighted Average Remaining Tenor of c.11 Years • Existing capital structure is largely insulated from short term As at 2022 LTM US$ millions

  35. Slide 35: Skyway Cash Flow

    SKYWAY CASH FLOW Skyway is expected to generate stable cash flows to support distributions for securityholders Efficient Cash Flow Generation From Skyway Skyway Cash Flow Waterfall • Track record of high EBITDA margins and strong cash flow conversion June 2022 LTM 2023 earnings • Skyway benefits fro

  36. Slide 36: Offer Structure

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 04 Offer Structure Atlas Arteria → Acquisition of Interest in Skyway → 36 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  37. Slide 37: Entitlement Offer Structure

    ENTITLEMENT OFFER STRUCTURE • 1 for 1.95 fully underwritten pro-rata accelerated non-renounceable entitlement offer to raise A$3,098m (Entitlement Offer or Equity Raising). Entitlement Offer The Entitlement Offer includes both Institutional Entitlement Offer and Retail Entitlement Offer components1

  38. Slide 38: Sources and Uses

    SOURCES AND USES • Acquisition to be fully funded Sources A$m with an underwritten A$3,098m accelerated non- Equity Raising 3,098 renounceable entitlement offer, with no additional debt funding required • Proceeds raised under the Uses A$m1 entitlement offer will meet the Acquisition price, Entitlem

  39. Slide 39: Entitlement Offer Timetable

    ENTITLEMENT OFFER TIMETABLE Event Date Trading halt and announcement of Acquisition Tuesday, 13 September 2022 Announcement of Entitlement Offer, Institutional Entitlement Offer opens Wednesday, 14 September 2022 Institutional Entitlement Offer closes Thursday, 15 September 2022 Trading halt lifted

  40. Slide 40: Summary

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 05 Summary Atlas Arteria → Acquisition of Interest in Skyway → 40 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  41. Slide 41: Atlas Arteria Driving Long-Term Securityholder Value

    ATLAS ARTERIA DRIVING LONG-TERM SECURITYHOLDER VALUE Strong Strategic Rationale Highly Attractive Toll Road Positioned for Further Growth • Value accretive acquisition for • Essential transport link for • Driving value on Skyway through securityholders third largest US metropolitan area implementing

  42. Slide 42: Supplementary Information

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY 06 Supplementary Information Atlas Arteria → Acquisition of Interest in Skyway → 42 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  43. Slide 43: Pro-Forma Post-Acquisition Balance Sheet

    PRO-FORMA POST-ACQUISITION BALANCE SHEET See slide 45 for the Basis of Preparation ALX reported ALX Pro-forma A$m balance sheet Impact of Skyway Equity Raising balance sheet (as at 30 June 2022) Cash 197 (3,015) 3,034 216 Other current assets 10 - - 10 Investments in associates and joint ventures 2,

  44. Slide 44: Pro-Forma Proportional EBITDA Results

    PRO-FORMA PROPORTIONAL EBITDA RESULTS 30 June 2022 LTM A$m ALX1 Skyway1,2,3 Pro-forma Toll Revenue 1,437.7 107.9 1,545.6 Other Revenue 59.6 - 59.6 Total Revenue 1,497.3 107.9 1,605.2 Proportional EBITDA 1,119.5 93.8 1,213.3 1. Proportional earnings figures; Assumes average foreign currency exchange

  45. Slide 45: Pro-Forma Post-Acquisition Balance Sheet – Basis of Preparation

    PRO-FORMA POST-ACQUISITION BALANCE SHEET Basis of Preparation • Atlas Arteria prepares its financial statements in accordance with Australian Accounting Standards. The accounting policies upon which the pro-forma balance sheet has been prepared are set out in the 2022 Atlas Arteria Interim Financial

  46. Slide 46: Purchase and Sale Agreement – Summary

    PURCHASE AND SALE AGREEMENT – SUMMARY Key Terms – Purchase and Sale Agreement (“PSA”)1 • City of Chicago approval of the concession agreement change of control • Following execution of the PSA, the Vendors are obliged to operate the Chicago Skyway in the ordinary course of business and to refrain fr

  47. Slide 47: Proposed Atlas Arteria Summary Corporate Structure

    PROPOSED ATLAS ARTERIA SUMMARY CORPORATE STRUCTURE As at financial close of the acquisition of Chicago Skyway Stapled ATLAX (Australia) ATLIX (Bermuda) 13.43% Dulles Greenway 86.57% economic interest (via loans)1 100% 66.67%2 Third Party Investors Eiffage MIBL CCPI 33.71% 4.00% 62.29% 100% Eiffage M

  48. Slide 48: The Atlas Arteria Business

    THE ATLAS ARTERIA BUSINESS Atlas Arteria Portfolio Virginia, United States APRR ADELAC DULLES GREENWAY WARNOW TUNNEL Dulles Greenway Luxembourg Ownership: 31.14% Ownership: 31.17% Ownership: 100%2 Ownership: 100% United States HQ European HQ 2,386km motorway 20km commuter road 22km commuter route 2.

  49. Slide 49: Concession Agreement Key Terms

    CONCESSION AGREEMENT KEY TERMS Skyway represents one of the longest-dated concessions with attractive permitted toll escalation Key Concession Terms Long Remaining Concession Term1 Concession Grantor • City of Chicago (“City”) Northwest Parkway (2007) 84 Pocahontas Parkway (2006) 83 Concession Term

  50. Slide 50: Tolling Regime

    TOLLING REGIME Best-in-class tolling regime, with attractive escalation permitted under the concession agreement Toll escalates at the greater of: Asset 2023E Toll escalation benchmarking US nominal GDP Skyway Greater of 2.0%, CPI, and nominal GDP per capita growth1 9.9% US CPI 2.0% per annum per ca

  51. Slide 51: Approach to Lifecycle Maintenance

    APPROACH TO LIFECYCLE MAINTENANCE Lifecycle maintenance to be managed proactively reducing overall maintenance requirements Lifecycle Maintenance Program Proactive Lifecycle Maintenance • Capital improvement programs undertaken since the 2000s have ensured the • Atlas Arteria will take a proactive s

  52. Slide 52: Experienced Management Team

    EXPERIENCED MANAGEMENT TEAM Strong local management team with significant track record of success managing transportation assets1 • Appointed CEO in January 2021; served on Skyway Concession Company LLC Board since 2016 Kristi Lafleur • Formerly Senior Vice President of HNTB Corporation and Presiden

  53. Slide 53: City of Chicago

    CITY OF CHICAGO Atlas Arteria is well-placed to support the City of Chicago in delivering its infrastructure priorities City of Chicago is Responsible for the Quality of Public Infrastructure Atlas Arteria is a Valuable Partner to the City of Chicago • Launching in 2021, City of Chicago has develope

  54. Slide 54: Governance

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY Governance Atlas Arteria → Acquisition of Interest in Skyway → 54 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  55. Slide 55: Key Governance Terms

    KEY GOVERNANCE TERMS Shareholders Agreement (“SHA”) • The Board comprises eight (8) directors: four (4) Voting Directors appointed by Atlas Arteria; two (2) Voting Directors appointed by Ontario Teachers’; and two (2) Non-Voting Board of Directors Directors comprising the Independent Chairman and th

  56. Slide 56: Key Governance Terms (cont'd)

    KEY GOVERNANCE TERMS SHA (cont’d) • Supermajority Shareholder Approval effectively requires affirmative vote of Ontario Teachers’ • Supermajority Shareholder Approval Matters include: Supermajority ‒ any amendment or modification to the organizational documents of CCPI and its subsidiaries; Sharehol

  57. Slide 57: Key Risks

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY Key Risks Atlas Arteria → Acquisition of Interest in Skyway → 57 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  58. Slide 58: Key Risks

    KEY RISKS INTRODUCTION ALX’s financial position and performance, its distributions and the market price of ALX securities may be adversely affected, sometimes materially, by a number of risk factors. Holders of ALX securities (ALX Securityholders) should accordingly be aware that an investment in AL

  59. Slide 59: Key Risks

    KEY RISKS Due Diligence Risk ALX and its advisers undertook a diligence process in respect of CCPI and Chicago Skyway, which relied in part on the review of financial and other information concerning the business and corporate structure of CCPI and Chicago Skyway, which was provided to ALX by the Ve

  60. Slide 60: Key Risks

    KEY RISKS Traffic and Revenue Forecasts The revenue from Chicago Skyway will primarily be a function of the traffic volumes and toll rates on Chicago Skyway. Traffic volumes are directly and indirectly affected by a number of factors, including population growth, changes in working practices (includ

  61. Slide 61: Key Risks

    KEY RISKS Completion Risk (cont’d) • the transaction receiving clearance from the European Commission under its Merger Control regulations; • approval by the Federal Communications Commission (FCC) of the transfer of control of the FCC radio license to CCPI shall have been obtained; • the approval f

  62. Slide 62: Key Risks

    KEY RISKS Risks associated with the size of the Acquisition If an interest in CCPI is acquired by ALX, this will be a significant part of ALX’s overall business. The increased relative exposure to ALX’s businesses could adversely impact ALX’s overall financial position and performance if CCPI does n

  63. Slide 63: Key Risks

    KEY RISKS Ability to achieve capital releases Following the Acquisition, it is expected that additional debt will be introduced at CCPI to fund capital releases to ALX and CCPI’s other shareholder. These capital releases are material to ALX’s ability to achieve its near term distribution guidance. T

  64. Slide 64: Key Risks

    KEY RISKS General Business and Economic Conditions (cont’d) The conflict in Ukraine is ongoing and fluid, and is expected to have significant ramifications for the geopolitical and economic landscape, with commodity prices, in particular energy, food and metals, already impacted and the future impac

  65. Slide 65: Key Risks

    KEY RISKS General Business and Economic Conditions (cont’d) ALX’s financial performance may also be adversely affected if ALX is unable to adapt its cost structures, toll pricing or activities in response to a drop in demand or lower than expected revenues. Similarly, higher than expected costs (inc

  66. Slide 66: Key Risks

    KEY RISKS Traffic Volumes and Toll Rates ALX’s revenue will primarily be a function of the traffic volumes and toll rates at the underlying businesses within ALX’s portfolio (ALX Portfolio). Traffic volumes are directly and indirectly affected by a number of factors, including population growth, per

  67. Slide 67: Key Risks

    KEY RISKS Foreign Exchange Risk All ALX Portfolio businesses are located offshore, with cash reserves being the majority of ALX’s Australian dollar denominated assets. This exposes ALX Securityholders to fluctuations in foreign exchange rates, which affect the values of the businesses and any expect

  68. Slide 68: Key Risks

    KEY RISKS Operations Risk There is a risk that the operation of the toll roads in the ALX Portfolio could be adversely affected by a number of events, as is inherent for operations of this nature, including (without limitation) failure of the tolling and revenue collection system, traffic management

  69. Slide 69: Key Risks

    KEY RISKS Reliance on Key Contractors and Counterparty Risks ALX and the ALX Portfolio may engage third party contractors and counterparties, including construction contractors, to carry out development and construction activities and to provide certain systems and services, including those relating

  70. Slide 70: Key Risks

    KEY RISKS Ability to Comply with Loan Terms or and refinance risk Refinance risk is the risk that debt facilities may not be able to be refinanced on acceptable terms at or before their maturity, leading to potential loan default, economic loss or investment write-off. The businesses within the ALX

  71. Slide 71: Key Risks

    KEY RISKS Changes to accounting standards Changes to Australian or international accounting standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act could affect ALX’s reported results of operations in an

  72. Slide 72: Key Risks

    KEY RISKS Equity Markets Risk (cont’d) • hostilities, tensions and acts of terrorism; • changes in dividends paid to shareholders and ALX’s dividend policy; • general investor sentiment and expectations of securities analysts and investors; • the movement of prices on local and international share a

  73. Slide 73: Key Risks

    KEY RISKS Bermudan Law The securities law of Bermuda may be different from Australian securities law and may not offer the same level of investor protection as Australian securities law. OFFER SPECIFIC RISKS Dilution Risks You should note that if you do not take up all of your entitlements to acquir

  74. Slide 74: Key Risks

    KEY RISKS Underwriting Risk ALX has entered into an underwriting agreement (Underwriting Agreement) with RBC Capital Markets (ABN 86 076 940 880) and UBS Securities Australia Limited (ABN 62 088 586 481) (Underwriters), pursuant to which the Underwriters have agreed to fully underwrite the Entitleme

  75. Slide 75: Key Risks

    KEY RISKS Underwriting Risk (cont’d) • Atlas Arteria or any of its directors engage in fraud or commit certain offences; • Atlas Arteria withdraws the Entitlement Offer or any part of it or indicates that it does not intend to or is unable to proceed with the Entitlement Offer; • Atlas Arteria or a

  76. Slide 76: Key Risks

    KEY RISKS Underwriting Risk (cont’d) • a director of ATLAX or ATLIX or the CEO of Atlas Arteria is charged with an indictable offence relating to financial or corporate matters or a director of ATLAX or ATLIX is disqualified from managing a corporation; • regulatory action in relation to the Entitle

  77. Slide 77: Key Risks

    KEY RISKS Underwriting Risk (cont’d) • Atlas Arteria is required to provide or provides a correction to the Entitlement Offer cleansing notice (other than in connection with a control transaction in respect of Atlas Arteria); • there is any undisclosed adverse change to prospects of Atlas Arteria; o

  78. Slide 78: International Offer Restrictions

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY International Offer Restrictions Atlas Arteria → Acquisition of Interest in Skyway → 78 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  79. Slide 79: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  80. Slide 80: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  81. Slide 81: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  82. Slide 82: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  83. Slide 83: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  84. Slide 84: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  85. Slide 85: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new stapled securities ("New Stapled Securities") of ALX in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Stapled Securities may not be offe

  86. Slide 86: Glossary

    ACQUISITION OF MAJORITY INTEREST IN CHICAGO SKYWAY Glossary Atlas Arteria → Acquisition of Interest in Skyway → 86 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

  87. Slide 87: Glossary of Terms

    GLOSSARY OF TERMS Earnings before interest, tax, depreciation and AADT Average annual daily trips EBITDA LTM Last Twelve Months amortisation ALX Atlas Arteria ESG Environmental, Social and Corporate Governance LV Light Vehicles ATLAX Atlas Arteria Limited ETC Electronic Toll Collection m Millions AT

  88. Slide 88: Thank You Q&A

    THANK YOU Q&A For further information please contact: Investors: Tess Palmer Director, Investor Relations +61 (0) 438 493 692 investors@atlasarteria.com Atlas Arteria → Acquisition of Interest in Skyway → 88 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Atlas Arteria — Merger or Acquisition (September 2022) on 6ix