New Concession Agreement and Business Plan

Transcription

1 New Concession Agreement and Business Plan Investor Presentation Audio Conference Fiumicino, February 6 th 2013

2 Agenda OPENING (Gemina Chairman, Fabrizio Palenzona) HIGHLIGHTS (ADR Chief Executive Officer, Lorenzo Lo Presti) 2. NEW CONCESSION AGREEMENT (Gemina Chief Executive Officer, Carlo Bertazzo) 3. DEVELOPMENT OUTLOOK AND BUSINESS PLAN HIGHLIGHTS (ADR Chief Executive Officer, Lorenzo Lo Presti) 4. RATIONALE OF THE POTENTIAL INTEGRATION WITH ATLANTIA (Gemina Chairman, Fabrizio Palenzona) 5. CLOSING REMARKS (Gemina Chairman, Fabrizio Palenzona) Q&A SESSION 1

3 OPENING (Gemina Chairman, Fabrizio Palenzona) 2

4 HIGHLIGHTS (ADR Chief Executive Officer, Lorenzo Lo Presti) 3

5 Traffic down in 2012 on weak domestic segment but positive signs from long haul traffic 2012 passenger traffic (-2,2%) was impacted by a strong decrease in domestic segment throughout 2012 (-7,9%), only partially offset by resilient international traffic (+1,2%) with Extra-UE traffic rising 3,1% driven by fast growing markets Passenger traffic: 2012 vs (Mln/pax) Monthly traffic change in 2012 (YoY %) 42,5-2,2% -1,1-0,1 0,3 41,6 % ch. Q1 12-1,4% Q2 12-0,9% Q3 12-0,3% Q4 12-6,7% Dom Extra-UE UE Jan 12 Apr 12 Jul 12 Oct 12 Dec 12 UE Extra-EU TOTAL Δ 2012/2011-7,9% -0,7% +3,1% Domestic 4

6 Alitalia and other domestic carriers had a negative year 2012 weak Italian GDP (-2,3%) affected performance of domestic traffic (33% of total traffic) and in particular Fiumicino's hub-carrier that boasts a 55% share of total Italian traffic Domestic traffic was also hit by the consequences of Wind Jet's bankruptcy in August 2012 and Blue Panorama's procedure for composition with creditors Monthly traffic change in 2012 at Fiumicino (YoY %) Other carriers Pax: 20,3 Mln Mkt share: 54,9% Traffic performance of Alitalia and other carriers Total -Domestic -UE -Extra-UE Pax 2012 (mln) 16,7 9,3 3,6 3,8 Mkt share (%) 45,8 55,6 21,6 22,8 Δ 2012/2011 (%) -4,6-6,4-6,5 +2,1 Δ 2012/2011 (000/pax) Pax: 16,7 Mln Mkt share: 45,8% Other carriers Total -Domestic -UE -Extra-UE 20,3 54,9 2,6 11,4 6,3 12,8 56,2 31,0 +0,9-16,0 +3,6 +4, Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Blue Panorama Meridiana easyjet Wind Jet Total: pax pax pax pax pax 5

7 while long haul segment continued to grow 2012 international segment rose 1,2% pushed by traffic on long haul routes (+3,1%), in line with last 10-year trend (CAGR 2002/ ,4%). International destinations to fast-growing markets attracting high-spending passengers registered two-digit growth; North American market decrease by 5,4% due to traffic leakages Rome airport system traffic trend (Mln/pax) Fiumicino international destinations (000/pax) 26,3 28,1 CAGR 2002/ ,7 32,9 35,1 +4,7% 38,3 40,0 38,6 40,9 42,5 41,6 CAGR 2002/ ,4% ,0% +0,5% Δ 2012 vs. 2011(%) +20,4% +32,6% +17,7% +18,5% +34,2% +19,6% -5,4% Average Spend/pax * ( ) * Duty Free, Core Categories and Specialty 6

8 2012 provided evidence of Fiumicino s untapped long haul market potential The leisure market (60,9% of 2012 total traffic) is growing thanks to the attractiveness of Rome that is one of 5 most sought-after tourist destinations worldwide Fiumicino registered an increase in transfer passengers, but still suffers from major traffic leakage effects with 3,3 million passengers reaching their destinations through other hubs. The total potential passengers' market will be addressed with the new planned infrastructures Business pax vs. Leisure pax Different kind of leakages Other airport in the Catchment Area FCO European Hub Airport Destination Airport 5,0 Million Pax O&D long haul traffic The long haul market potential (2012 data) + Transfer pax vs. O&D pax 3,2 3,3 Million Pax leaking traffic 2,1 1,2 1,0 0,8 8,3 Million Total market potential Leakages % 41% 51% 23% 58% 12% 7

9 ADR s major achievements in 2012: new Concession Agreement, changes in business organization, successfully disposal of direct retail and refinancing The new Concession Agreement signed in October 2012 is expected to come into force by the first half of 2013 ADR business organization was rationalized through spin-offs and disposals to (i) refocus on core activities, (ii) improve financial flexibility and (iii) improve efficiency and quality of services Large part of ADR's debt maturing within 12 months was successfully refinanced 2012 major achievements New Concession Agreement Duty Free Core Categories Approval Spin-off "ADR Retail" and sale to Aelia New regulatory framework and launch of a 12 billion Euro infrastructure expansion and action plans to improve quality service with adequate return on shareholders' capital - Improvement of services in line with international best practice - Sale price of 229,4 million Euro equal to 15x 2013E Ebitda, to be achieved in consideration of the development plan, allowing ADR's debt reduction Parking Security Vehicle maintenance to third parties Debt refinancing Spin-off "ADR Mobility" Spin-off "ADR Security" Sale of activity New loan facility - Improvement of services in line with international best practice - Disposal not executed due to bids not in line with full value potential - Improvement of service level in line with international best practice - Furthering of cost efficiency practices - Exit from a non core/non profitable business activity in line with best practice - Partnership with a specialized operator - Early refinancing of 500 million Euro ahead of the new concession agreement in a challenging financial market - Underwritten by a pool of 8 banks (6 international and 2 Italian) with a new maturity date set on February

10 2. NEW CONCESSION AGREEMENT (Gemina Chief Executive Officer, Carlo Bertazzo) 9

11 An innovative long-term Concession Agreement with transparent and stable rules The new market standard Concession Agreement defines a comprehensive set of transparent and stable rules valid until 2044 that will enable to capture expected traffic growth and to finance ADR s investment plan under a financial markets' common framework Main fundamentals of the new Concession Agreement 11 Central role of the investment plan for a total consideration of 12 billion Euro expanding capacity to over 100 million passengers Regulated revenues correlated to allowable costs that guarantee an adequate return of shareholders' capital New tariff predicated on pure "dual till" system with mechanisms to reward efficiency and quality achievements 44 Simplification of the tariffs through service bundling 55 Stability and predictability of cash flows that will improve capital markets' attractiveness 66 Clarity of rights and obligations of Concessionaire and Grantor under all circumstances including conflict issues potentially leading to contract termination 10

12 The new Concession Agreement's main terms and conditions * (1/2) Dual-till price cap Tariff reviews New tariffs agreement based on (i) a price cap method ( RAB-based), (ii) bonuses/penalties linked to quality and environmental indicators and (iii) a pure Dual Till with income from non-aviation activity entirely with the airport operator - Regulatory period of 10 years, divided into 5-year tariff periods - Annual updates on progresses of capex plan with ENAC and users 2012 RAB (Regulated Asset Base) Allowed return Initial RAB of 1,8 billion Euro (of which 1,5 billion Euro depreciated to concession end and the remainder with average useful life of 14 years) Real pre-tax WACC at 11,9% (equal to a nominal post-tax estimated return of 8,6%) Incremental returns on strategic capex Operating costs and their inclusion in tariffs Traffic risks Real pre-tax WACC is estimated to increase from 2017 by 1% 2,5% p.a. on allowances of incremental returns for strategic capex worth 5,4 billion Euro - Allowed into new tariffs at 2011 values - Based on (i) planned inflation net of efficiency and (ii) cost elasticity to traffic - Profit sharing mechanisms at the end of each 5-year regulatory period on extra efficiency - Traffic variations included in the +/- 5% range will not impact tariffs (cum. traffic in a 5-yr period) - Traffic variations higher than +/- 5% will trigger application of cap rules at the end of a 5-year period * For additional information please refer to "ADR's New Concession Agreement, ERA to Come into Effect and 2012 Traffic Performance" available on Gemina website 11

13 The new Concession Agreement's main terms and conditions (2/2) Material Adverse Changes Comprehensive review of business plan for material changes due to risks outside of the control of the Concessionaire Penalties Penalties with a ceiling set at 3% of regulated revenues per year in case of breach of obligations (e.g. delays in project deliveries) Indemnity Recognition of an indemnity for the value of regulated and non-regulated assets in all cases of early termination and at natural expiry of the concession Revocation and cancellation - ENAC may revocate the concession exclusively in case of "reasons of public interest - ENAC may propose to the relevant Ministries the cancellation in case of serious and reiterated delay and breach of obligations and loss of financial health requirements Withdrawal ADR may withdraw from the concession under specific circumstances (including failure to complete the investments' approval process or lack of agreement with ENAC in reviewing capex plan and new tariffs) Quality and environment Set revised at the end of each 5-year tariff period with premia and penalties up to +/- 1% of regulated revenues 12

14 New Concession Agreement means new and higher tariffs, but still below European average The new Concession Agreement will allow a rise in average tariff (FCO+CIA) by 47,7% but this will not bridge the gap with European average entirely. The new tariffs will support management strategy to spur long haul routes traffic Change in tariffs under new Concession Agreement Benchmarking European average tariffs *( ) System tariffs ( ) before/after ERA New tariffs FCO and CIA ( ) New FCO breakdown ( ) ~27,3 32% of total traffic ~25,1-18,6% +47,7% ~25,1 ~17,3 40% of total traffic ~34,3 28% of total traffic * 2012 pre-closing average regulated revenues per paying pax * AMS, ATH, CDG, CPH, DUB, FRA, LHR,LIS, MAD,MUC, VIE ** Application of new tariff regime is expected to come into force on March 9 th,

15 3. DEVELOPMENT OUTLOOK AND BUSINESS PLAN HIGHLIGHTS (ADR Chief Executive Officer, Lorenzo Lo Presti) 14

16 Update of the Business Plan of the new Concession Agreement The Business Plan attached to the new Concession Agreement has been updated to take into account (i) provisions included in the Decree of Italy s Prime Minister ( DPCM ) that sealed the Concession Agreement on December , (ii) new traffic dynamics registered after October 2011 (date of last forecasts) and (iii) actual 2012 performance Main updates of the Business Plan Higher amount of capex in period for an amount of 325 million Euro according to DPCM December Viterbo low cost airport no longer in the Concession Agreement with relevant capex substituted with new investments for capacity increase at FCO 33 New traffic projections elaborated in the wake of recent domestic traffic performance (after October 2011) 44 New timetable for investments taking into consideration the coming into force of the Concession Agreement by the first half of

17 Rome's potential on traffic growth lies in expanding long haul routes Global airport traffic is expected to grow both in the mid-term and in the long-term. In terms of revenues per kilometers the traffic will grow on average 4,7% p.a. in the next 20 years mainly due to long haul traffic from emerging markets The growth of long haul traffic to/from emerging markets is linked to the increasing wealth of the middle class that looks at Rome (one of the 5 most sought-after tourist destination worldwide) as one of the most attractive destinations. Fiumicino ranks third in Europe, after London and Paris, on international arrivals Growth trend by geographical area International arrivals in Italy from long haul routes (Mln/pax) CAGR RPK* growth, North America +1,2% Total pax 2010 * Total pax 2020 * Central America 4.8% Europe 3.8% 4.5% South America 4.8% 5.1% Africa 3.5% 6.4% China 7.4% 5.0% Middle East South Asia Southeast Asia Northeast Asia +4,2% +5,0% +6,0% +3,4% 6,2 Mln 8,6 Mln +2,0% +12,5% * Revenue passenger kilometers * Arrivals from Europe are not included Source: Airbus, Boeing, Condè Nast Readers' Travel Awards 2010 and 2011, Euromonitor International, World Tourism Organization 16

18 Rome airport system traffic is expected to grow in the long term driven by solid global trends On the ground of solid global trends passenger traffic is expected to reach around 100 million passengers by 2044 (CAGR +2,7%) Passenger traffic is estimated to grow by 2016 at an average annual rate of +0,7 % with domestic traffic expected to remain subdued and international traffic constrained by capacity limits The projections on traffic growth assume the presence of a hub-carrier. In 2012 Alitalia still held 45,8% share of FCO passenger traffic, but its strategy still remains unclear Rome airport system passenger traffic trend (Mln/pax) CAGR % +2,7% +4,7% +1,6% +0,7% +3,3% 41,6 CAGR 2012/2016 Dom: -2,4% UE: +0,3% Extra-EU: +3,1% 42,7 17

19 The growing passenger traffic will require an efficient development of a longterm infrastructure plan The growing passenger traffic forecasts will require a timely and efficient development of a long-term infrastructure plan that has been outlined with the technical expertise of Changi (the Singapore airport's management company) Well conceived staged approach to capacity expansion to meet growth and traffic demand Growth passenger traffic and capacity at Fiumicino Traffic Capacity Mln pax / year Pier E, F, T3 Pier A, T4 /Pier J T1 Extension FCO North 1- phase 1 FCO North 1- phase 2 FCO North 2 18

20 ADR's long-term infrastructure plan will be developed under favorable market conditions The long term infrastructure plan will be developed under favorable market conditions. The largest airports in Europe will be completely saturated by 2018 whilst the demand will grow with an average annual rate of 3,5% vs. 2,5% of the supply. On current European airports plans (including ADR) the infrastructure are insufficient to met expected traffic growth in the next coming years Fiumicino has presented the largest long-term airport capacity expansion plan in Europe European airport's capacity and unmet demand Largest airport capacity expansion in Europe (Mln/pax) Total Capacity European airports Passengers European airports Passengers non accommodated Airport Capacity Increase Rome-FCO 65 Athens International , Pax & Capacity (million) Pax non accommodated (million) Frankfurt 32 London-Heatrow 25 Birmingham 23 Manchester 22 Munter/Osnabruck 20 London-Stansted 18 Amsterdam-Schipol 15 Barcelona 15 Source: ACI, Morgan Stanley Research; ADR 19

21 At the onset of the 12 billion Euro infrastructure development plan capex will step up vs. historical level ADR has projected a long-term infrastructure development plan for a total consideration of 12 billion Euro, of which (i) 4,4 billion Euro Fiumicino South, (ii) 7,2 billion Euro new Fiumicino North, (iii) 0,2 billion Euro to convert Ciampino into a city airport and (iv) and 0,2 billion Euro of remaining investment The long-term infrastructure development plan will trigger total job growth of , of which around in the first ten years Until 2016 capex is estimated to grow at an average annual amount more than 6x 2012 figure Mid-term investment plan (Mln/ ) Main capex Cumulative capex : ~ Renovation of land side terminal and facilities, e.g. area international arrivals and toilettes (by 2013) New pavement in front of the airport (by 2013) Construction of new Pier C and expansion of Terminal 3 (within the next 4 years) New baggage sorting system (by 2015) Extension of parking areas for aircraft (by 2016) Renovation of runways and "people mover" to efficiently connect airport facilities (within the next 4 years) 20

22 Investments and management actions will improve service quality and environmental protection The long-term infrastructure development plan and management actions will target also substantial improvements in service quality FCO quality performance is today below Europe's and world's standards and ADR management has already launched a series of projects aimed at improving quality and environmental performance targets (including waiting time at baggage delivery, waiting time at security check, noise control, waste management and energy efficiency). FCO quality vs. other airports* * Data provided by Airport Council International on a panel of about 180 world airports (Q4-2012) 21

23 Commercial activities are core to improve profitability (1/2) The commercial activities will continue to be a strategic priority for the airport development and profitability enhancement Thorough the life of the new concession commercial revenues will account for around ¼ of total revenues ADR has defined a Retail Strategic Plan based on the analysis of (i) traffic flows, (ii) space allocation by category/ brand and (iii) design of retail offer layouyt/footprint and is implementing several business initiatives with the objective of improving services and quality and maximizing profitability in line with international best practice Core Categories, Special Retail, F&B business initiatives Core Categories - Enlargement of commercial offer in terms of sqm (e.g. construction of the new Pier C with about sqm dedicated to commercial activities and opening of the first "commercial plaza" in Fiumicino Airport) Royalties 2012 vs (000/ ) Comm. services F&B Special retail Core Categories 86 +9,3% ,4% +6,2% +10,1% +3,2% Special Retail Food & Beverage Allocation of spaces by category in line with international best practice Better link between commercial offer and highspending passengers' traffic flows Revenues per departing pax on Core Categories* (3,6 /pax) well below European benchmark (6,5 Euro /pax) gives rooms for improvement Revenues per departing pax at FCO* ( /pax) CAGR 2011/ ,3% 6,5 /pax European Benchmark 2011 (Frankfurt, Manchester, Madrid, Amsterdam and Copenhagen) * Liquor & Tobacco; Perfume & Cosmetics 22

24 Commercial activities are core to improve profitability (2/2) ADR has defined a Mobility Strategic Plan based on infrastructural development to more than double parking space in the next 10 years and on management actions under implementation to improve quality of services and revenues ADR Real Estate strategic guidelines foresee the development of an Airport City through the aggregation around the airport of service facilities Mobility and Real Estate business initiatives Mobility Real Estate - Increase safety perception, cleaning and maintenance to improve quality perception and to strength ADR premium position (9.100 parking spaces for passengers) vs. competitors (6.400 parking spaces) - Improvement of parking business revenues through segmentation of basic products offer and value added services - Sell parking tickets and value-added services (valet car and executive parking) through airline network and on-line - Conversion of free parking areas to paying stalls - Increase communication of ADR mobility, quality and convenience - Revenues from mobility are expected to grow in line with traffic growth slightly increasing the actual revenues per passenger - Evaluate and plan Real Estate infrastructural projects to increase supply in the service sector (offices, fueling stations, hotels, logistic warehouses and others) closing a significant gap respect European airports (2 million sqm of FCO vs. 4,5 million sqm of Amsterdam and 4,2 million of sqm of Frankfurt) - Some Real Estate projects are planned in the next 3 years relevant to fueling stations ( sqm), rent a car dedicated areas ( sqm), logistic warehouses ( sqm) and a hotel (250 rooms, sqm) 23

25 ADR's consolidated financials seen on the rise Rises in tariff and traffic in the wake of additional capacity offering are expected to result into a growth of revenues and expected Ebitda margin (from 52% in 2012 Pro-Forma post sale of Duty Free Core Categories to 61% in 2016); net debt is expected to rise to 2016 on implementation of capex plan, that is expected to be 2/3 financed by cash flow from operations ADR Group revenues* (Mln/ ) ADR Group Ebitda* (Mln/ ) ADR Group net debt* (Mln/ ) CAGR 2012/ % CAGR 2012/ ,6% ~300 Ebitda margin 49,5% 52,9% 61,0% ** ** * All data refers to ADR Consolidated figures, Italian GAAP ** 2012 pro-forma considers full year effect for the Direct Retail and Vehicle Maintenance disposals as they were occurred on January 1 st

26 Gemina-ADR's promising future with some challenges in the near term Main opportunities Main challenges Biggest development project in Europe Capex To execute timely and efficiently an highly concentrated investment plan and in an amount significantly higher than historical levels, with an "investment machine" almost stuck for the last 10 years Unique long-term traffic potential Service quality improvement Result-oriented management culture to be strengthen. The overall support of Gemina's shareholder Changi will be crucial to achieve highest quality standards Value-oriented longterm concession agreement Financial resources To secure long-term funding to a significant investment plan at competitive terms and conditions Growing commercial business Traffic development While Gemina-ADR is confident on the capabilities to attract new airlines, the presence of a Hub-carrier remains a crucial element for the full development of the business plan 25

27 4. RATIONALE OF THE POTENTIAL INTEGRATION WITH ATLANTIA (Gemina Chairman, Fabrizio Palenzona) 26

28 Rationale of the potential integration with Atlantia Gemina-ADR will develop the biggest airport project in Europe allowing to meet the growing demand of global traffic, supported by a long-term regulatory framework Looking ahead, aware of our strengths and responsibilities, Gemina started an analysis of industrial, operating and financial merits of a potential integration with Atlantia, aimed at creating value for all stakeholders In this context, Gemina is evaluating Atlantia s strengths in terms of (i) management skills in executing large investment programs on critical infrastructures, also considering the capabilities of the group's engineering and construction companies and (ii) experience in securing funding at competitive costs in the international capital markets Relevant analyses are expected to be completed by mid March

29 5. CLOSING REMARKS (Gemina Chairman, Fabrizio Palenzona) 28

30 Q&A SESSION 29

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