Transurban Group Ltd. · ASX:TCL
Transurban — Merger or Acquisition (August 2018)
99 slides from Transurban's merger presentation, Aug 31, 2018
Slide 1: WestConnex Acquisition
WestConnex Acquisition Transurban equity raising For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 2: Disclaimer
Disclaimer This investor presentation (“Presentation”) has been prepared by Transurban Holdings Limited (ACN 098 143 429), Transurban International Limited (ACN 121 746 825) and Transurban Infrastructure Management Limited (ACN 098 147 678; AFSL 246585) as the responsible entity of Transurban Holdin
Slide 3: Disclaimer
Disclaimer FUTURE PERFORMANCE This Presentation may contain certain forward-looking statements. The words “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “outlook”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to iden
Slide 4: Disclaimer
Disclaimer The retail information booklet for the Retail Entitlement Offer will be available to eligible retail security holders following its lodgement with the ASX. Any eligible retail security holder who wishes to participate in the Retail Entitlement Offer should consider the retail information
Slide 5: Contents
Contents Transaction overview—Scott Charlton, CEO 6 WestConnex overview—Andrew Head, Group Executive, NSW Development 20 WestConnex traffic—Darryn Paterson, GM Network Strategy and Traffic Analysis 28 Capital strategy—Adam Watson, CFO 34 Summary—Scott Charlton, CEO 43 Supplementary information 45 IN
Slide 6: Transaction overview
Transaction overview Scott Charlton For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 7: Overview
Overview • Transurban (50%), AustralianSuper (20.5%), CPPIB (20.5%) and Tawreed Investments Limited (Tawreed)1 (9%), as Sydney Transport Partners (STP) have executed an agreement to acquire a 51% equity stake in WestConnex (WCX) from the NSW Government for $9.3 billion2 • Financial close of the acqu
Slide 8: WestConnex concessions
WestConnex concessions Composition of WCX enterprise value ($b) 25.2 9.3 M4 concession – includes TCL equity contribution existing M4 West (widened Enterprise value is comprised of three as part of WestConnex) and 4.1 WestConnex concessions, including: the new M4 East Other STP consortium members •
Slide 9: WestConnex aligned with strategy
WestConnex aligned with strategy • WestConnex will provide effective and innovative urban road infrastructure Key statistics • 42.5 year concession extends Transurban’s average concession length1 Sydney population (2017)7 5.1 million • Sydney’s population is projected to reach almost 8.5 million by
Slide 10: 40% of Sydney population expected to live within 5km of WestConnex
40% of Sydney population expected to live within 5km of WestConnex1 Vehicle trips expected to use WestConnex2 • Vehicles using WestConnex are drawn from across the city ‒ critical connection between Sydney’s west and south-west and the Sydney CBD, and the corridor to Sydney Airport and Port Botany •
Slide 11: WestConnex doubles Transurban's lane kilometres
WestConnex doubles Transurban’s lane kilometres in Sydney1 LANE KILOMETRES1,2 FY28 PROJECTED REVENUE3 600 Transurban's current Sydney 400 assets at 100% 200 WestConnex at 100% At 100% does not reflect Transurban’s proportional interest WestConnex TCL Sydney CityLink Transurban's CONCESSION LIFE4,5,6
Slide 12: Enhanced value over time
Enhanced value over time Transurban operates its Sydney assets with the objective of benefitting all Sydney motorists, communities and the NSW Government On-road automated vehicle technology M2-M7 proactive speed trial trial across Transurban’s Sydney assets to reduce peak congestion Switched to ful
Slide 13: Synergies and value add
Synergies and value add Strategy: to be the partner of choice with governments, providing effective and innovative urban road infrastructure and services utilising core capabilities Customer experience Operations1 Community engagement • Enhanced offerings including • Ability to extract synergies thr
Slide 14: Ongoing Sydney infrastructure investment
Ongoing Sydney infrastructure investment Sydney Metropolitan Area • Opportunities for capacity expansion on existing Transurban assets, WestConnex including the M7, which will need widening in the future to meet demand Transurban asset NSW Government proposed • NSW Government proposed infrastructure
Slide 15: WestConnex cash flows progressively building
WestConnex cash flows progressively building WestConnex components1 FY282 M4 July 2017 concession M4 West open to Late FY19 M5 traffic M4 East concession open to Mid-FY21 traffic Stage 2 open M4–M5 Link to traffic – Late FY23 concession New M5 M4-M5 (East) and Link Early FY25 M5 M5 East Mainline Roz
Slide 16: Value comparators
Value comparators TRANSURBAN ACQUISITIONS— CONCESSION PERIOD AND EV/EBITDA MULTIPLES1 • WestConnex implied EV/EBITDA multiple broadly in line with Transurban’s 24 years A25 (Jun-18)2 26.3x recent transactions, having regard to the pro forma EV/EBITDA multiple at Acquisition Financial Close, calculat
Slide 17: Transurban distribution growth
Transurban distribution growth • FY19 and FY20 mid-single digit distribution growth targeted, with FY19 distribution guidance maintained at 59.0 cps1 • Targeting distributions to be approximately 100% free cash flow covered over time • Transurban distributions will be supported immediately by distri
Slide 18: Transurban value creation over time
Transurban value creation over time¹ • Execution of strategy through development activities and acquisitions Developments • Ability to continue seeking new value-accretive opportunities FY FY FY FY FY FY FY FY FY FY FY FY ASSET 08 09 10 11 12 13 14 15 16 17 18 19 BASE Sydney Brisbane Melbourne GWA M
Slide 19: From concessionaire to integrated transport company
From concessionaire to integrated transport company CORE BUSINESS LONG-TERM SUSTAINABILITY • Operating in five urban markets • Investing in improved experiences for customers • Inflation-linked revenue through fee restructuring, and service offerings to • Traffic growth through economic cycles give
Slide 20: WestConnex overview
WestConnex overview Andrew Head For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 21: WestConnex overview
WestConnex overview 33km of new or improved motorway linking Sydney’s west and south-west with the CBD, and the corridor to Sydney Airport and Port Botany1 • M4 West Widening (M4 West) / Stage 1A: existing M4 West motorway WestConnex Project Stages widened to four lanes in each direction from Parram
Slide 22: Significant brownfield exposure
Significant brownfield exposure Trips drawn predominantly from the established M4 and M5 corridors, with only 6% of expected FY28 WestConnex toll revenue projected to come solely from greenfield STAGE 3 PROJECTED RELATIVE TOLL (Stage 3 only) trips1 REVENUE CONTRIBUTION BY STAGE IN FY281 Brownfield t
Slide 23: Construction profile materially progressed
Construction profile materially progressed1 Year FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 • WestConnex delivery Stages 1A & 1B Transurban’s projected equity oversight will be led by an experienced and dedicated M4 West (7.5km) Construction 100% complete contribution of remaining projected t
Slide 24: Stage 3 delivery
Stage 3 delivery Stage 3A • 7.5km of tunnelling construction from the New M5 (East) to the M4 East together with stub connections for the M4-M5 Link Mainline future Stage 3B Tunnels • Lendlease Samsung Bouygues Joint Venture selected as the D&C contractor • Contracts stipulate Stage 3A to be deliver
Slide 25: Governance and operating model
Governance and operating model Proposed operating model1 • STP will enter into governance arrangements with the NSW Government in relation to WestConnex, with STP having operational control • STP consortium members have a well-established and cohesive working relationship, developed through years of
Slide 26: Transition pathway
Transition pathway1 • Targeting EBITDA margins that are comparable to Transurban’s current Sydney assets post construction, ramp-up and handover of M5 West2 • Current WestConnex operational structure largely efficient with an opportunity to apply Transurban synergies over the medium term PHASE 1 PHA
Slide 27: Stakeholder engagement
Stakeholder engagement • Stakeholder strategy supported by dedicated resources, leveraging Community Transurban’s recent experience with West Gate Tunnel, STP to engage with community stakeholders including NorthConnex and CityLink Tulla Widening projects local residents, businesses, road users and
Slide 28: WestConnex traffic
WestConnex traffic Darryn Paterson For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 29: Sydney
Sydney • Forecast population growth concentrated in Sydney growth areas to the west, south-west and north-west of Sydney CBD through to 20261 • If current trends continue, by 2036 over 50% of Sydney’s population are forecast to live west of Parramatta2 • 60% of jobs are outside Sydney’s major centre
Slide 30: Stage 1 overview
Stage 1 overview M4 West and M4 East • Widened M4 West opened to traffic in July 2017 with tolling commencing in August, M4 East construction 84% complete 1 • M4 West ADT of ~138,000 post widening to eight lanes in each direction and tolling recommencement2 • Stage 1 links key centres including Parr
Slide 31: Stage 2 overview
Stage 2 overview M5 East and New M5 (East) • New M5 (East) scheduled to open mid-FY21 with handover and tolling commencement on the M5 East at opening1 • Together with the M5 West, the M5 East serves as the major freight route between Port STAGE 2 PROJECTED RELATIVE TOLL Botany and key distribution
Slide 32: Stage 3 overview
Stage 3 overview M4-M5 Link and Rozelle Interchange • Stage 3A scheduled opening late FY23 and 3B early FY25 1 • Crucial hub connecting WestConnex Stages 1 and 2 together STAGE 3 PROJECTED RELATIVE TOLL • Trips drawn predominantly from established WestConnex stages, with only 6% of expected REVENUE
Slide 33: M5 West overview
M5 West overview • Highly utilised, existing motorway 50% owned by Transurban to end of 2026 where the concession will be handed over to WestConnex • 155,000 average daily trips in FY18 • EBITDA margin of approximately 91% in FY18 ADT for M5 West post M5 widening project1 Map is for illustrative pur
Slide 34: Capital strategy
Capital strategy Adam Watson For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 35: Entitlement Offer and placement key details
Entitlement Offer and placement key details1 Entitlement Offer • Fully underwritten 10 for 57 accelerated pro rata renounceable entitlement offer with retail entitlements trading to raise gross proceeds of approximately $4.2 billion • Entitlement Offer price of $10.80 per New Security – 10.4% discou
Slide 36: Offer timetable
Offer timetable Dates and times are subject to change without notice Timing Announcement of WestConnex Acquisition and Entitlement Offer, trading halt and institutional entitlement offer opens 31 August 2018 Announcement of completion of institutional entitlement offer 5 September 2018 Trading halt
Slide 37: Sources and uses
Sources and uses Sydney Transport Partners funding sources and uses – Upfront WCX purchase price1 Sources ($b) Uses ($b) Transurban equity – 50% 4.1 Upfront WCX purchase price – 51% sell-down by NSW Government2 9.3 AustralianSuper equity – 20.5% 1.7 STP transaction costs 0.1 CPPIB equity – 20.5% 1.7
Slide 38: WestConnex funding summary
WestConnex funding summary WCX debt drawdown ($b) 1.7 8.2 At Debt Financial Close (which will occur after Acquisition Financial Close), 0.6 0.6 Stage 1 WestConnex will have total drawn debt of $6.5 billion, with additional Stage 2 1.1 undrawn debt capacity of $1.7 billion to fund remaining construct
Slide 39: WestConnex long-term capital strategy
WestConnex long-term capital strategy • WestConnex’s debt facilities have a staggered maturity profile to Maturity profile ($b)1 reduce potential market risk with future refinancings • The long-term capital strategy is to progressively refinance WestConnex asset-level financing and migrate to a cons
Slide 40: WestConnex capex profile
WestConnex capex profile $5.0 billion remaining projected capex spend to completion, of which Transurban’s projected equity contribution is approximately $350 million WCX construction funding composition ($b)1 16.8 The original WCX cost to NSW Government is based on initial estimates and includes th
Slide 41: Transurban development pipeline
Transurban development pipeline The development pipeline including WestConnex is expected to be funded through proceeds from the Entitlement Offer and placement, additional debt to be obtained over the WestConnex construction program and other funding sources such as the Distribution Reinvestment Pl
Slide 42: Transurban capital strategy
Transurban capital strategy • Transurban distributions will be supported immediately by distributions flowing from WestConnex, and from capital releases Balancing distribution growth with long-term value creation generated as new WestConnex assets come online and credit metrics improve, similar to s
Slide 43: Summary
Summary For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 44: Summary
Summary Operational synergies identified, leveraging Approximately equivalent to the Transurban’s capabilities lane kilometres of Transurban’s existing Sydney assets1 FY19 and FY20 mid-single digit distribution growth targeted, with FY19 distribution guidance maintained at 59.0 cps2 WestConnex align
Slide 45: Supplementary information
Supplementary information For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 46: Transurban overview
Transurban overview Transurban is a global leader in road development, delivery, operations and technology LONG-LIFE TOLL ROAD CONCESSIONS EMBEDDED INFLATION • Melbourne, Australia headquarters PROTECTION FOR • Approximately 71% of Transurban’s investors are Australian1 AUSTRALIAN ASSETS • Publicly
Slide 47: Transurban assets
Transurban assets Sydney Melbourne Brisbane Legend Transurban asset Committed projects Motorway Tunnel Arterial N North America Number of FY18 proportional Market operational toll revenue GWA Montreal assets contribution Sydney 6 40.4% Melbourne 1 33.3% Brisbane 6 16.8% North America1 3 9.5% Maps ar
Slide 48: Transurban operational and development update
Transurban operational and development update Sydney • NorthConnex project is progressing with the majority of tunnelling completed1 • Maintenance and incident response contractor, Ventia, commenced maintenance services on Lane Cove Tunnel and the Hills M2 from July 2018 and will commence incident r
Slide 49: WestConnex tolling regime
WestConnex tolling regime1 • WestConnex tolls are distance-based, similar to the M7, with WestConnex (excl. M5 West) 2018 $ customers only paying tolls for the sections of tollway they use Current toll flag fall $1.27 • WestConnex tolls will be capped at a maximum amount ($8.95)2 Current toll rate $
Slide 50: WestConnex reporting and tax considerations
WestConnex reporting and tax considerations Tax considerations Statutory results – equity accounting • The NSW Government has set up a dual trust structure at the WestConnex holding level and for each stage of the WestConnex project • Transurban will equity account its 25.5% ownership interest in We
Slide 51: Transurban tolling escalation
Transurban tolling escalation EMBEDDED INFLATION PROTECTION MOTORWAY ESCALATION M2 Tolls escalate quarterly by the greater of quarterly CPI or 1% LCT Car tolls escalate quarterly by quarterly CPI. Large vehicle tolls escalate quarterly by the greater of quarterly CPI or 1% CCT Tolls escalate quarter
Slide 52: WestConnex governance structure
WestConnex governance structure SMC has an independent Chairperson Tawreed STP ownership: 50% STP ownership: 20.5% STP ownership: 20.5% STP ownership: 9% STP Investor WCX ownership: ~25.5% WCX ownership: ~10.5% WCX ownership: ~10.5% WCX ownership: ~4.6% Agreement Sydney Transport Sydney Transport Ro
Slide 53: Additional WestConnex detail
Additional WestConnex detail WESTCONNEX LANES1 WESTCONNEX CONTRACTORS Number of lanes Project component (two-way) Stage 1A: M4 West Widening Stage 1B: M4 East (Complete) Widened M4 West, east of James Ruse Drive 8 M4 East, east of Concord Road 6 M4-M5 Link2 8 Rizzani De Eccher & CPB CPB, Samsung & J
Slide 54: Entitlement Offer key details
Entitlement Offer key details Structure and size Fully underwritten 10 for 57 accelerated pro rata renounceable entitlement offer with retail entitlements trading to raise gross proceeds of approximately $4.2 billion Ranking New Securities will rank equally with ordinary securities Offer price Offer
Slide 55: Placement key details
Placement key details Size • $450 million of securities to be placed to AustralianSuper • $150 million of securities to be placed to Tawreed Ranking Securities issued under the placement rank equally with ordinary securities Issue price Issue price of $10.85 per security, a 0.5% premium to the Entit
Slide 56: ACCC review
ACCC review Australian Competition & Consumer Commission (ACCC) decision The ACCC will not oppose STP’s acquisition of a 51% equity stake in WestConnex following the acceptance of a court-enforceable undertaking. Undertaking detail Transurban does not consider that the acquisition would have the eff
Slide 57: Supplementary information: Funding sources and financials
Supplementary information Funding sources and financials For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 58: Basis of preparation
Basis of preparation Pro Forma Financial Information Source of information The pro forma financial information on slides 42 and 61 to 64 is derived from: • financial information extracted from Transurban’s FY18 audited statutory financial statements; and • financial information extracted from the Sy
Slide 59: Basis of preparation
Basis of preparation Basis of preparation (continued) The pro forma proportional debt and gearing information on slide 42 reflects Transurban’s group debt drawn and gearing as at 30 June 2018, aggregated with the proportional debt drawn by SMC as at 30 June 2018 and the additional net proceeds antic
Slide 60: Basis of preparation
Basis of preparation Assumptions for distribution guidance The statements on slides 7, 17 and 44 include information relating to Transurban’s distribution guidance for FY19 and FY20. The FY19 and FY20 guidance incorporates Transurban’s forecast free cash flow performance for FY19 and FY20 including
Slide 61: Statutory results – pro forma
Statutory results – pro forma FY18 ($M) WCX TCL PRO FORMA ACQUISITION Toll revenue 2,249 - 2,249 Construction revenue 989 - 989 Other revenue 60 - 60 Total revenue 3,298 - 3,298 Employee benefits expense (180) - (180) Road operating costs (326) - (326) Construction costs (989) - (989) Transaction an
Slide 62: Proportional EBITDA results – pro forma
Proportional EBITDA results – pro forma FY18 ($M) WCX TCL PRO FORMA ACQUISITION Toll revenue 2,340 44 2,384 Other revenue 56 - 56 Total revenue 2,396 44 2,440 Underlying proportional EBITDA 1,796 36 1,832 Significant items (21) - (21) Proportional EBITDA 1,775 36 1,811 INVESTOR PRESENTATION | AUGUST
Slide 63: Free cash flow – pro forma
Free cash flow – pro forma FY18 EQUITY TCL FUNDING PRO FORMA Free cash ($M) 1,215 - 1,215 Underlying free cash per security (cents) – weighted average securities on issue during period 56.8 (11.3) 45.5 INVESTOR PRESENTATION | AUGUST 2018 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES 63
Slide 64: Consolidated balance sheet – pro forma
Consolidated balance sheet – pro forma As at 30 June 2018 ($M) WCX EQUITY PRO TCL ACQUISITION FUNDING FORMA ASSETS Cash and cash equivalents 1,130 (4,110) 4,742 1,762 Intangible assets 21,390 - - 21,390 Property, plant and equipment 374 - - 374 Equity accounted investments 474 3,410 - 3,884 Other cu
Slide 65: Key risks
Supplementary information Key risks For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 66: Business risks
Business risks 1.1 Transurban’s concession agreements have finite lives Transurban’s business is dependent on concession agreements that have been granted to members of the Transurban group, or entities in which Transurban has an interest, to operate various toll roads in Australia and North America
Slide 67: Business risks
Business risks g) Changing travel patterns and habits of private and commercial users of Transurban’s toll roads; h) Demographic and social conditions including population growth, migration, land development programs, social instability, changes in residential and commercial land use and general dev
Slide 68: Business risks
Business risks Transurban relies on the assistance of governmental authorities to take enforcement action against motorists who default on their obligation to pay Transurban’s road tolls. Transurban also relies in part on the assistance of governmental authorities to monitor and prevent unauthorised
Slide 69: Business risks
Business risks Under the terms of its concession agreements and the documents related to those agreements, Transurban can also be required to perform upgrades on the concessions and other road projects. The upgrades are generally governed by process deeds. Under those deeds, a failure to carry out a
Slide 70: Business risks
Business risks 1.7 Breach of financing arrangements Transurban has entered into financing arrangements with external financiers in relation to its business and many of its toll roads. The WCX concessionaires also have in place, or will be required to put in place, debt financial arrangements with ex
Slide 71: Business risks
Business risks In relation to WCX, the WCX concession agreements do not prevent RMS from carrying out infrastructure developments that run in parallel to WCX. However, where those new developments connect to a particular stage of WCX, the relevant WCX concessionaire is generally entitled to compensa
Slide 72: Business risks
Business risks 1.11 Joint venture risk Transurban’s interests in certain concessionaires (including the WCX concessionaires) are held with joint venture partners. In those circumstances, the success of the concessionaire and the toll road it operates may be adversely impacted by the actions of Trans
Slide 73: Business risks
Business risks The success of any such acquisitions or developments depends on a variety of factors including that there can be no assurance that such acquisitions or developments would be available, successful or generate the anticipated project cash flows and returns, benefits, synergies and effic
Slide 74: Business risks
Business risks Transurban’s ability to continue to improve revenue generation from its toll roads and provide key services to its customers depends on its capacity to develop and manage new technology systems and platforms. In some cases, Transurban partners with technology providers to develop and
Slide 75: Business risks
Business risks Financing arrangements typically require Transurban or a WCX concessionaire to comply with certain obligations and undertakings, including maintaining security arrangements for the benefit of lenders, and in some instances the meeting of certain financial covenants. If a material obli
Slide 76: Business risks
Business risks To the extent that Transurban has unhedged investments in assets outside of Australia, movements in currency exchange rates have the potential to reduce the capital value of its investments and cash returns from investments. 1.20 Payment of distributions Future payment of distribution
Slide 77: Business risks
Business risks Transurban operates critical road infrastructure assets in and around high-density population areas in Australia and North America that could be targeted by terrorist attacks or threatened with terrorist attacks. Terrorist attacks or threats of terrorist attacks on Transurban’s toll r
Slide 78: Offer and general risks
Offer and general risks 2.1 Underwriting risk Transurban has entered into an underwriting agreement under which three underwriters have agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting agreement between the parties. The underwriters’ obligatio
Slide 79: Offer and general risks
Offer and general risks In addition to these termination events, the occurrence of certain other events (including market disruption, hostilities, regulatory action or material adverse change) may affect the underwriters’ obligation to underwrite the Entitlement Offer at the offer price under the un
Slide 80: Offer and general risks
Offer and general risks There is no guarantee that there will be a viable market during, or on any particular day in, the retail entitlement trading period, on which to sell retail entitlements on the ASX. Eligible retail security holders who wish to sell their entitlements may be unable to do so at
Slide 81: Offer and general risks
Offer and general risks Asset impairment charges may result from actual performance failing to meet Transurban’s forecasts or the occurrence of unexpected adverse events that impact Transurban’s expected performance. Assets are tested for impairment annually or more frequently if events or changes i
Slide 82: Offer and general risks
Offer and general risks Adverse tax developments, including the factors described above, could materially increase Transurban’s tax liabilities or timing of its tax payments, which could have a material adverse effect on its business, cash flow, financial condition and results of operations. As note
Slide 83: Offer and general risks
Offer and general risks 2.8 Changes in law or regulation Governments may impose new or increased charges on road transportation, on motorists or motor vehicles or fuel. In addition, Governments may restrict or prohibit the levying of tolls on toll roads. Such changes in law or regulation may have an
Slide 84: Offer and general risks
Offer and general risks 2.11 Ongoing disputes Transurban may from time to time be involved in legal, regulatory and other proceedings and disputes arising from its businesses and operations, including proceedings and disputes relating to construction, development, delivery, operation, maintenance an
Slide 85: Key acquisition risks
Key acquisition risks 3.1 Completion risk Completion of the WCX Acquisition is conditional on STP obtaining approval from the Foreign Investment Review Board (FIRB) and on certain other matters, including the New South Wales Government obtaining the consent of RMS for the change of control in the WC
Slide 86: Key acquisition risks
Key acquisition risks 3.3 Reliance on information provided STP (including Transurban) undertook a due diligence investigation process in respect of WCX and was provided with the opportunity to review certain financial and other information provided by or on behalf of the New South Wales Government a
Slide 87: Key acquisition risks
Key acquisition risks 3.5 Funding risk STP has an unqualified obligation to fund the purchase price for the WCX Acquisition if the New South Wales Government satisfies its completion obligations under the WCX Acquisition documents. Part of the purchase price will be funded by a bridging loan to STP
Slide 88: Key acquisition risks
Key acquisition risks 3.7 Site Access As outlined on slide 21, the M4 – M5 Link will interface with both the M4 and M5 Motorways. Therefore, to construct the M4 – M5 Link, the M4-M5 Link (Main Tunnel) D&C contractor will require access to certain integration sites that form part of the M4 and M5 Mot
Slide 89: Key acquisition risks
Key acquisition risks 3.10 Pass through of contractual risk Under each concession agreement, the relevant WCX concessionaire takes on certain design and construction, and operation and maintenance, risks. Generally, those risks are passed through to the relevant D&C and O&M contractors by the releva
Slide 90: International offer restrictions
Supplementary information International offer restrictions For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 91: International offer restrictions
International offer restrictions This document does not constitute an offer of entitlements or New Securities in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the entitlements and New Securities may not be offered or sold, in a
Slide 92: International offer restrictions
International offer restrictions China The information in this document does not constitute a public offer of the entitlements or the New Securities, whether by way of sale or subscription, in the People's Republic of China ("PRC") (excluding, for purposes of this paragraph, Hong Kong Special Admini
Slide 93: International offer restrictions
International offer restrictions Italy The offering of the entitlements and the New Securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation
Slide 94: International offer restrictions
International offer restrictions The entitlements and the New Securities may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteri
Slide 95: International offer restrictions
International offer restrictions Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the entitlements or the New Securities has only been communicated or caused to be communicated and will only
Slide 96: Glossary
Supplementary information Glossary For illustrative purposes only and is not indicative of distance, proximity or scale. NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 97: Glossary
Glossary TERM DEFINITION TERM DEFINITION 1H/2H First or second half of a financial year Entitlement Offer The fully underwritten 10 for 57 accelerated pro rata renounceable entitlement offer with retail entitlements trading described on slide 54 A25 A25 Tollway EV Enterprise value ADT Average daily
Slide 98: Glossary
Glossary TERM DEFINITION RMS NSW Government—Transport Road & Maritime Services RRIPL Roads Retained Interest Pty Ltd – Company holding the NSW Government’s retained interest in WestConnex SMC Sydney Motorway Corporation State Works The capital contribution for Stage 3A to be provided by RMS. This is
Slide 99: Transurban
—Transurban