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Inovativno projektno financiranje

Ekonomski Fakultet. Inovativno projektno financiranje. BINA ISTRA slučaj d r . sc . Dario Silić. Project description. Ownership structure. Bouygues T.P. 45 %. Hrvatske Autoceste 44%. Ina Industrija Nafte d.d. 5%. I CI Participations 6 %. BINA Fincom d.d. 67%. Bouygues T.P. 16%.

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Inovativno projektno financiranje

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  1. Ekonomski Fakultet Inovativno projektno financiranje BINA ISTRAslučaj dr. sc. Dario Silić

  2. Project description

  3. Ownership structure Bouygues T.P. 45% Hrvatske Autoceste 44% Ina Industrija Nafte d.d. 5% ICIParticipations 6% BINA Fincom d.d. 67% Bouygues T.P. 16% Hrvatske Autoceste 14.8% Istarska Autocesta 2.2% Bina Istra d.d 100% Bina Istra Operation and Maintenance d.o.o.100%

  4. Organization Chart : Bina-Istra and BIOM

  5. Traffic

  6. Toll revenues • Učka Phase 2A4 • Mirna

  7. Toll Revenues • Učka Phase 2A4 • Kanfanar-Pula

  8. Toll Revenues Closed Toll System Scheduled Start Date • SATURN suite of transportation modelling programs • Forecasting scenarios determined by the following: • GDP growth • Future toll levels • Assumption of the willingness to pay tolls (Value of Time, “VoT”) • Motorway bonus • MVA reviewed the model forecasting to produce 2 scenarios: • A base case (the “Base Case”) representing the most likely forecasting scenario; and • A low case (the “Banking Base Case”), the P95 forecast. • Summer-time traffic is significantly greater than traffic during other times of the year. Phase 2A4

  9. Financial key dates UBS : 87 m€ Commercial loans : 33 m€ Bonds : 210 m€ Term loan : 58m€ Synidicated loan : 617.5 m€ 1997 1998 1999 2000 2003 2006 2007 2010 2011 2011 2012 2027 Financial closing phase 1A First payment of FC Phase 1A opened to traffic First dividends 1A Financial closing 1B and Refinancing phase 1A Phase 1B opened to traffic Financial closing 2A and Refinancing phase 1 Phase 2A1 Kanfanar Pula opened to traffic First dividends 1B Other sections 2A to be opened to traffic Swap to be renewed and dvlp of Phase 2B End of concession

  10. Organization of Concession Grantor Republic of Croatia Concession contract Tolls Toll Users Shareholders Bina Istra d.d. Financing Equity Lenders Facility agreement DESIGN CONSTRUCTION OPERATION AND MAINTENANCE BIOM doo Croatian designers Contractor BOUYGUES T.P.

  11. Phase 2A project parties scheme

  12. Project and finance contracts Contracts Finance contracts: 1. Facility agreement 2. DSRF standy ba contractt 3. Equity shareholders agreement 4. Paying Agency Agreement 5. Direct agreements 6. Security Trust and Intercreditor Deed 7. Account Agreement 8. Fiduciary Transfer of Shares 9. Control Account Pledge 10. Pledge of Contractual Claims 11. Pledge of Insurance Claims 12. Seizure of Account Consent 13. Security Agreement 14. Fee Lettersetc Project contracts : 1. Amendment Agreement n°4 relating to the Concession Agreement including the Financial Contribution Direct Agreement 2. Construction Contract 3. Construction Contract Direct Agreement 4. Amendment Agreement relating to the O&M Agreement 5. O&M Direct Agreement 6. Shareholders undertaking agreement 7. Independent Engineer’s Consulting Agreement 8. Extension Letter to Technical Assistance Contract 9. Insurances agreements 10. Performance Bond of Bina-Istra Operation & Maintenance 11. Grantor assignement agreement etc

  13. Financial Contribution mechanism • Subsidy as difference beetwen tolls and costs • Paid by Grantor • Deficits to be covered from dividends, WCA and DSRA or DSRF Financial Contribution DSRA DSRF Bina Istra Toll revenues O&M costs + Renewal Debt service Standard costs +Dividends

  14. BFC, ABFC and FCA • BFC - Technical assumptions to be proposed by Bina - Technical assumptions to be approved by Grantor (10 bd) - Technical assumptions to be approved by Agents (5 bd) - KMPG on behalf of facility agents to updated the model - Bina to propose 4 tariffs policy proposals (before 15.09) - Grantor to approve it (10 bd) - KMPG on behalf of facility agents to run the model to calculate the FC - FC amount to be sent to Grantor before 31.10 • ABFC Before 31 Janaury to be sent to Grantor and agents (DSRA or DSRF to match a max od DS until 2027) • FCA Adjustement of BFC done before 31 of January and sent to Grantor. Bina has to finish the year with 0 excess.

  15. Finance structure €302m Tranche B Bouygues (Contractor) Refinancing €316m Tranche A Republic of Croatia (Grantor) Financial Contribution Bina Istra €75m DSRF DSRA or DSRF Toll revenues €28m DSRA

  16. Finance structure

  17. RISK ANALYSIS

  18. Limited Cash Shortfall Risks Traffic • The financial contribution guarantees a minimum revenue level irrespective of toll revenues • This revenue guarantee is subject to a one year catch-up mechanism (with DSRA or DSRF providing intra-year protection against cash shortfall) • The Croatian government assumes traffic risk • The financial contribution guarantees a minimum revenue level irrespective of whether permits have been awarded, land acquired, or construction begun • The Croatian government assumes land acquisition risk and ultimately permitting risk • The financial contribution guarantees a revenue level based on expected debt service costs • If debt service costs are higher than expected, guaranteed revenues are increased in the following year through the catch-up mechanism (with DSRA or DSRF intra-year protection) • The Croatian government assumes FX and interest rate risk Permit / land acquisition FX or interest rate

  19. Limited Cash Shortfall Risks • Construction contract is a fixed price turnkey contract with Bouygues • Penalties for delays include liquidated damages and performance bond • €10 million cost overrun facility included in the financial contribution mechanism • Bouygues constructed Phase 1 on time and on budget, with no cost overruns • An independent advisor has reviewed and opined on the construction budget • Mobilisation and performance guarantees • Operating and maintenance costs are agreed and fixed four years in advance. The agreed costs are fully covered by the Financial Contribution • If any cash shortfall causes DSRA to be drawn or equity return to be deferred, financial contribution is increased in next year, “injecting” cash permanently into Bina Istra • Annual non-debt service costs are only around 15–20% of DSRA + equity return • Bina Istra has been operating Phase 1 successfully since 1999 • A 12-month DSRA and €2.5 million working capital facility are in place • Bina has insurance coverage Construction Operation and liquidity

  20. USES and SOURCES during Construction 2A

  21. Financing conditions TERM LOAN Amount : M 693,5 € Maturity : 2027 Interest rate : 5.38% Tr. B and 5.9% Tr A Tail 6 months Grace period : 3 years MLAs : RBS, SG and ZABA DSRA : Replaced by DSRF for 75.5 m€ Fees : Arranging 1%, commitment : 40% of margin Swap : 4.53% Tr B and 4.96% Tr A Syndicated, Step up margins, grace period 3 y + SWAP

  22. CONSTRUCTION UPDATE CONSTRUCTION WORKS INVESTMENT

  23. 2011 Targets • Swap breackage and newswap • New Tollsystem (100 newemployees) • Internalcontrolprocedures • Share capital reduction and Subordinated debt • IFRIC 12 • SAP B1 • Sub-phases 2A4 and2A5investments • Phase 2B model financing

  24. 2012 Targets • Optimize Dividends and other revenues • Complete phase 2A construction works and start operation • Secure the Financial Equilibrium/optimize toll revenues • Phase 2B • Obtain the Environmental impact study for 2B • Start phase 2B design and obtain first location permits • Start land acquisition process for 2B • Find a financial structure avoiding to refinance existingloan • (the big subject is how the security package will be shared)

  25. Picturesoftheyear

  26. Picturesoftheyear

  27. Picturesoftheyear

  28. Educational Campaign for young drivers "Shift Caution Into Gear“

  29. Supporting the local community Donation of Bouygues AndBina-Istraused to arrange the Car Park of the Pula General Hospital

  30. Supporting the local community Donation of the ambulance to the Pazin Health Centre

  31. Supporting the local community The equestrian competition called “Trka na prstenac”

  32. Supporting the local community Association of Families of Road Traffic Victims Mobile training ground project for children

  33. Supporting the local community Charity Association “Oaza” The purchase of the equipment necessary to furbish the Family home

  34. Supporting the local community Safe House Istria

  35. CONCLUSION PHASE 1A : Announced as « project of the year » by Project Finance Magazine Benchmark for region for amount and maturity PHASE 1B : PHASE2A : Benchmark for region for amount, maturity and innovative finance solution

  36. QUESTIONS AND ANSWERS d.silic@bina-istra.hr

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