Rome March 11 th Creating an International Scale Leader in Infrastructure

Transcription

1 Rome March 11 th 2013 Creating an International Scale Leader in Infrastructure

2 Agenda 1. SUMMARY 2. RATIONALE OF THE MERGER 3. INTEGRATION PROCESS 4. CLOSING REMARKS 1

3 Investor highlights Merger between Atlantia and Gemina to create a leading motorways and airports infrastructure group with global reach Combined group provides a unique platform for international expansion Sharing of expertise and key business success factors to deliver solid and sustainable growth Combination of best-in-class management and technical expertise in the industry Friendly merger, stable ownership structure and compatible business models All-share transaction to enhance the new group's financial structure 2

4 Key terms Pre-merger shareholder structure Sintonia Post-merger expected shareholder structure % (1) 100% ASPI Fondazione Cassa di Risparmio Torino: 5.1% Blackrock: 4.0% SI.TO. Financiere: 2.5% Mediobanca: 2.5% Changi: 1.7% Lazard: 1.6% Sintonia 45.6% (1) ADR 35.9% (1) 95.9% 100% 95.9% - FonSai: 0.8% - UniCredit: 0.7% - UBS: 0.6% - Generali: 0.6% - Norges: 0.4% - Atlantia (treasury shares): 1.6% Key characteristics of the merger All-share transaction Merger by incorporation of Gemina into Atlantia Proposed exchange ratio of 1 Atlantia ordinary share for each 9 Gemina ordinary shares Gemina's saving shares offered to be converted into Atlantia's ordinary shares with equal exchange ratio Committees of Independent Board Members of both companies have expressed favorable opinion of the transaction Shareholders EGM to vote on the transaction: - Gemina Saving shareholders on 29 th April/14 th May Atlantia and Gemina Ordinary shareholders on 30 th April /15 th May 2013 Completion of the transaction expected by yearend 2013 ASPI ADR (1) As of 28 th February

5 Agenda 1. SUMMARY 2. RATIONALE OF THE MERGER 3. INTEGRATION PROCESS 4. CLOSING REMARKS 4

6 The new Group at a glance Combined group Unique assets Portfolio of long term concessions in Italy (2,965 km) and in growing emerging markets (2,022 km) Long-term concession of Rome airport system with 41.6 million passengers and over 230 destinations Revenues (3) Ebitda (3) Net debt (3) Market cap. (1) Revenues 2012 breakdown 12% 4.5 bn 2.7 bn 11 bn 10.2 bn Financials 2012 Revenues Ebitda Net debt Market cap. (1) 4 bn 2.4 bn 10 bn 8.2 bn Revenues Ebitda Net debt Market cap. (1) 545 m 266 m 973 m 2 bn 88% Atlantia Gemina Ebitda 2012 breakdown Corporate credit rating S&P: BBB+ (negative outlook) Moody's: Baa1 (negative outlook) Fitch: A- (stable outlook) S&P: BBB- (positive outlook) (2) Moody's: Ba2 (positive outlook) (4) 11% 89% Atlantia Gemina (1) Market cap. at 7 th March 2013 (2) Updated on 6 th March 2013 (3) Pro-Forma 2012 (4) Currently under review 5

7 The rise in convergence between motorway and airport businesses worldwide The main operators in the motorway sector are converging with airport operators which feature strong long-term growth and low dependence on local conditions The new Group will be one of the largest operators in the concession business leveraging both national and international markets Airport with more than 35 million passengers Concession revenues Motorways Length Countries Airports Passengers Countries mln (%) km Countries' list Million (1) Countries' list 3,973 (86%) 4,987 Italy, Chile, Brazil, 41.6 Poland, India 5,039 (13%) 4,385 France 38.6 Spain, France, Brazil, 3,539 (88%) 7,500 Chile, Argentina, 61.7 Colombia, Puerto Rico 3,815 (2) (50%) 2,000 Canada, USA, Ireland, Portugal, Spain, Greece 709 (58%) 1,684 India 61.0 Italy (Rome) France, Portugal, Cambodia UK, Mexico, Chile, Jamaica, Colombia UK (London Heathrow) India, Turkey 458 (16%) 1,011 Mexico 11.8 Chile, Austria, 387 (4) (2%) 800 Germany, Greece 92.8 Mexico Greece, Hungary, Germany, Australia (Sidney), Albania (3) (1) Total figures (not adjusted for equity ownership) (2) Revenues excluded 890 mln equal to 33.65% stake in HAH (adjusted for equity ownership) (3) Asset for sale (4) Financial data on FY; included only airports 6

8 Rationale of the merger (1/2) Strong execution platform Similar managerial skills and cultures Financial optimization Leveraging Atlantia's managerial and technical capabilities in successfully managing large and complex infrastructure projects to implement ADR long-term infrastructure plan Recourse to Atlantia's in-house expertise to guarantee timely project completion avoiding risk of delays experienced in other airport development projects 24/7 service operations Combination of best-in-class management and technical capabilities in the industry to manage concessions Compatible organizational models based on clearly defined business units (motorways and airports) All-share transaction to enhance the new group's financial structure Increasing market capitalization and liquidity Leveraging Atlantia's expertise in financing Balanced concession portfolio Diversified sources of income driven by macro growth trends due to Atlantia's increasing exposure to high growth international markets and since Rome is one of the most visited destinations worldwide 7

9 Rationale of the merger (2/2) Balanced risk-reward profile Balanced and complementary mix of regulated revenues based upon traffic volumes, inflation and RAB Stakeholder engagement Demonstrated capabilities in managing complex concession contracts Enhanced effectiveness in dealing with central and local authorities Commitment to delivering sustainable growth for the benefits of all stakeholders Internationalization Access to airport deal flow at a global level leveraging Atlantia's ability to take advantage of international opportunities Expected concession tenders in the airport sector of countries where Atlantia operates 8

10 Autostrade per l Italia is implementing the largest European motorway investment plan with an outstanding track record Atlantia is implementing the largest European motorway investment plan worth a total consideration of 21.7 billion to upgrade 861 km of network operated by Autostrade per l Italia In the last 10 years Autostrade per l'italia executed a cumulated capex total of 8.3 billion; capex registered a rampup up to an average of 1 billion per year in the last 3 years Autostrade per l Italia investment plan Successful ramp-up in executed capex (1) Most complex investment programme in Europe billion Cutting-Edge Technological Solutions (eg. widening without disruption to traffic, largest tunnel boring machine) In-house capabilities in engineering services (SPEA) and construction (Pavimental) Annual Capex Average capex 0.3 bn Average capex 0.7bn Average capex 1.0bn (1) Only major works; excluded government grants and capitalized costs 9

11 leveraging consolidated in-house capabilities Autostrade per l'italia has leading expertise in managing large capex programs along the whole value chain, leveraging its controlled companies Pavimental and Spea Recourse to in-house capabilities allows skipping of tender process (-12 months on average) to speed up the construction phase (-6 months on average) This capability is also important in the airport business where major infrastructure projects register significant delays and overrun costs Experience in executing capex in Italy is also another key success factor (e.g. in 2008 Pavimental executed works on Fiumicino airport's runway 1 in less than half of initially planned time) Autostrade per l'italia organizational model to manage infrastructure development Core business management Infrastructure development Design Procurement of works Construction Design and project management Procurement of works Construction and maintenance 700 employees 131 employees 752 employees 10

12 and a proven ability to access financial markets Proven capacity to raise funds in the financial markets through different instruments (e.g. institutional bonds, private placements, bank loans, multilateral financing, retail bonds) Ability to raise funds and local financing in new markets (e.g. Chile, Brazil and India) Atlantia's track record in accessing financial markets 4.2bn Credit crunch 4.0bn Sovereign debt crisis bn EIB loan bn CDP Loan bn bond (demand 4.7x) Private Placement in Yen ( 149m) bn revolving line term extended to bn CDP-SACE Credit line bn bond in 2 tranches (demand 3.0x) m Credit line EIB bn bond Private Placement (demand 8.0x) and Tender Offer on bonds maturing on received acceptances for over 600m ( 170m) m EIB loan m bond (demand 10x) bn 0.5bn Retail bond CDP (demand Credit line 2.5x) 11

13 Atlantia is a first mover in fast-growing international markets Atlantia has developed a strategic and sizable international portfolio in the last 6 years (Chile, Poland, Brazil and India) Its ability to take advantage of international opportunities will also be a key success factor in growing airport concession business Atlantia's international presence Ebitda by geography (1) USA 61.4% Poland 61.2% Stalexport 61km Toll road concessions Electronic toll collection 2005 Italy Overseas (3) France 70% (*) In operation from 2013 Italy 5 concessionaires 2,965km India 50% Pune-Solapur Expressways 110km 2012 (2) 15% 8.0m of Telepass customers 85% Chile 6 concessionaires 313km Brazil 50.01% 50%+1 share 100% Atlantia-Bertin Concessões 1,538 km 2016E (incl. SPMAR) 72% 18% 85% (1) EBITDA adjusted to represent cash EBITDA, includes revenues which are accounted for as financial income under IFRIC12 (2) Pro-forma, includes the contribution of the newly consolidated assets in Chile and Brazil for 12 months (3) Based on constant exchange rates 12

14 Gemina operates in a market enjoying strong structural longterm growth Airport traffic is driven by global growth and over the next 20 years is expected to grow by 4.7% per year on average (1) Traffic growth will be boosted by sustainable rise in wealth in the middle classes of emerging countries Inbound leisure traffic is the major driver of ADR airports' growth thanks to the attractiveness of Rome, that is one of 5 most sought-after tourist destinations worldwide and the actual third destination in Europe Global Airport Traffic Growth (2) Ranking of international destinations (3) Ranking Destination International Tourists (m) 1 Hong Kong Singapore London Macau Bangkok Antalya Kuala Lumpur New York City Paris Istanbul Dubai Mecca Miami Rome Shanghai Barcelona Las Vegas Cairo Beijing Los Angeles 4.6 Source: (1) Airbus (2) Leigh Fisher (3) Euromonitor International

15 with diversified traffic showing positive trends and potential In 2012 international traffic rose 1.2% pushed by traffic on long haul routes (+3.1%), in line with last 10-year trend Alitalia accounts for 46% of Fiumicino's traffic with a large component of international traffic 2012 international traffic to fast-growing markets attracting high-spending passengers registered two-digit growth Fiumicino still suffers from major traffic leakages. The total potential passengers' market will be more effectively addressed with the new planned infrastructures Rome airport system traffic trend Million/pax CAGR 2002/ % CAGR 2002/ % +8.0% +0.5% Million/ pax Market share 45.8% 22.8% 21.6% 55.6% Fiumicino international destinations Thousand /pax 2012 vs. 2011(%) Average Spend/pax ( ) (1) Leakages % +20.4% +32.6% +17.7% +18.5% +34.2% +19.6% The long haul market potential (2012 data) Million/pax North America O&D Traffic from/to Rome Far East & Oceania Africa Leakages C/South America Middle East 41% 51% 23% 58% 12% (1) Duty Free, Core Categories and Specialty 14

16 ADR is developing the largest airport infrastructure project in Europe ADR has prepared a long-term infrastructure development plan, supported by the technical expertise of Changi (the Singapore airport's management company) for a total consideration of 12 billion, of which (i) 4.4 billion are earmarked for the completion of Fiumicino South and (ii) 7.2 billion for greenfield Fiumicino North Up to 2016, capex is estimated to grow at an average annual rate of more than 6x 2012 figure Growth in passenger traffic and capacity at Fiumicino Capex Traffic Capacity Infrastructure development plan Fiumicino South 89 new stands New Terminal for a total of 150,000 m2 Mln pax /year ,0 Fiumicino North New commercial areas for a total of 20,000 m2 2 new runways 200 new stands FCO South Tier E, F,T FCO South Pier A, T4 /Pier J 2021 FCO South T1 Extension FCO North 1- phase FCO North 1- phase 2 FCO North New Terminal for a total of 650,000 m2 New commercial areas for a total of 65,000 m2 15

17 under a stable and value-oriented long-term Concession Agreement with sustainable tariffs The new market standard Concession Agreement signed by ADR in December 2012 defines a comprehensive set of transparent and stable rules valid until 2044 Main fundamentals of the new ADR Concession Agreement 1 Central role of the investment plan for a total consideration of 12 billion expanding capacity to over 100 million passengers Benchmarking European average tariffs * / Departing passenger -14% +71% ~27.3 ~ 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 ~ Simplification of the tariffs through service bundling Clarity of rights and obligations of Concessionaire and Grantor under all circumstances including conflict issues potentially leading to contract termination Fiumicio 2012 Fiumicino tariff under ERA ** * AMS, ATH, CDG, CPH, DUB, FRA, LHR,LIS, MAD,MUC, VIE ** Application of new tariff regime came into force on March 9 th, 2013 *** Based on departing tariffs per passenger with the same mix of Fiumicino European Average*** 16

18 The new Group's debt structure Combined net indebtedness amounts to 10.9 billion equal to 4x Ebitda 2012 Autostrade per l Italia will continue to represent the vast majority of the new group's Ebitda (~90%) and Debt (~80%) ADR capex plan is self sustainable Toll roads and airport businesses will be funded separately on a non recourse basis S&P recently improved ADR's rating to investment grade Gross debt and cash position Preliminary figures at million IFRIC data Bonds: 9,824 Bank debt: 42 Cash: -365 I/C loans: 9,824 Bank debt (1) : 3,057 Committed lines (1) (2) : 2,700 Cash (3) : -2,422 ASPI Guarantee ADR Romulus guaranteed by AMBAC: 1,200 Bank facilities: 98 Cash: -401 (4) Brazil (5) Chile Poland France Italy (6) Gross debt Cash Committed lines (7) , (1) The portion of loans with EIB and a part of bank debt is guaranteed by Atlantia (2) Undrawn amount (3) Includes ASA (fully owned) and capex restricted deposits (4) Partly trapped for debt service (5) Excluding SPMAR (Rodoanel) debt and deposits (6) Intercompany loan to Autostrade Meridionali and Tangenziale di Napoli. No other bank debt (7) Only 113m guaranteed by Atlantia and expiring in July

19 Agenda 1. SUMMARY 2. RATIONALE OF THE MERGER 3. INTEGRATION PROCESS 4. CLOSING REMARKS 18

20 Integration Process 29 th April/ 14 th May th April/ 15 th May 2013 By year-end 2013 Gemina saving shareholders EGM to approve the merger project EGM to approve the merger project Merger completion Conditional upon Confirmed effectiveness of ADR's new concession Agreement (Corte dei Conti registration) Antitrust Authority clearance ENAC clearance Bank lending waivers 19

21 Agenda 1. SUMMARY 2. THE RATIONALE OF THE MERGER 3. INTEGRATION PROCESS 4. CLOSING REMARKS 20

22 Closing remarks The merger diversifies both Gemina and Atlantia s asset bases and strengthens both groups with the addition of complementary sources of revenue and expertise Atlantia s financial strength and capability in managing concessions and major construction and infrastructure projects will help the management and development of Rome s international airport with benefits for all users of the airport The combination creates a group with the balance sheet strength and the capability to pursue major airport and transport infrastructure projects around the world This is a unique strategic opportunity to create a new global player in the infrastructure sector 21

23 Disclaimer This presentation has been prepared by and is the sole responsibility of Atlantia S.p.A. and Gemina S.p.A. (the Companies ) for the sole purpose described herein. In no case may it or any other statement (oral or otherwise) made at any time in connection herewith be interpreted as an offer or invitation to sell or purchase any security issued by the Companies or its subsidiaries, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This presentation is not for distribution in, nor does it constitute an offer of securities for sale in Canada, Australia, Japan or in any jurisdiction where such distribution or offer is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any U.S. person as defined in Regulation S under the US Securities Act The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither the Companies nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this presentation. The Companies is under no obligation to update or keep current the information contained in this presentation and any opinions expressed herein are subject to change without notice. This document is strictly confidential to the recipient and may not be reproduced or redistributed, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. The information contained herein and other material discussed at the presentation may include forward-looking statements that are not historical facts, including statements about the Companies' beliefs and current expectations. These statements are based on current plans, estimates and projections, and projects that the Companies currently believes are reasonable but could prove to be wrong. However, forward-looking statements involve inherent risks and uncertainties. We caution you that a number of factors could cause the Companies' actual results to differ materially from those contained or implied in any forward-looking statement. Such factors include, but are not limited to: trends in company s business, its ability to implement cost-cutting plans, changes in the regulatory environment, its ability to successfully diversify and the expected level of future capital expenditures. Therefore, you should not place undue reliance on such forward-looking statements. Past performance of the Companies cannot be relied on as a guide to future performance. No representation is made that any of the statements or forecasts will come to pass or that any forecast results will be achieved. By attending this presentation or otherwise accessing these materials, you agree to be bound by the foregoing limitations. 22