Brisa Concessão Rodoviária
Transcription
Brisa Concessão Rodoviária
Brisa Concessão Rodoviária Investor Presentation January 2016 Disclaimer The information contained herein (“Information”) has been prepared by Brisa – Concessão Rodoviária, S.A. ("BCR") and which, according to its nature, it is not provisional and which is not intended to give any forward-looking statements, estimates or future projections and should be read accordingly. The Information is publicly disclosed under the applicable rules and regulations and may be freely used under the condition that it shall remain unchanged. BCR renders no representation, warranty or undertaking, express or implied, with respect to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness thereof. The company Neither BCR nor any of its affiliates, subsidiaries, directors, representatives, employees and/or advisors shall not be held liable nor responsible for any direct or indirect damages whatsoever that may occur or that may arise from any use of the Information or otherwise arising in connection with this presentation or as a result of any use or manipulation, modification or alteration, update, revision or correction, whether intentional or not, of such information the Information. All data referred in this document must be reported to the document’s date. Therefore, considering the nature and objective of the disclosure of the Information, the company BCR shall not be under any obligation to update said Information, nor shall it be under any obligation to make any prior announcement of any amendment or modification thereof its contents and therefore the Information may not be used in the future in connection with any offer (public or private) in relation to securities issued by BCR. Any decision to purchase, subscribe, exchange or otherwise trade any securities in any offering launched by BCR or on its behalf should be made solely on the basis of the information to be contained in the relevant prospectus, base prospectus or offering memorandum to be made available in due course in relation to any such offering in accordance with the applicable rules and regulations. The Information herein is provided for general purposes only and is not intended to constitute professional advice. Furthermore, the Information does not constitute or form part of and should not be construed as, an offer (public or private) to sell, issue, advertise, market, invite to subscribe, submit to investment gathering procedures or the solicitation of an offer (public or private) to buy or acquire securities of BCR or any of its affiliates in any jurisdiction or an inducement to enter into investment activity in any jurisdiction. Use of data contained herein in its original format shall contain a quote as to the source of the information and/or a reference of where it was taken from. BRISA Concessão Rodoviária, S.A. Head-Office: Quinta da Torre da Aguilha, Edifício BRISA, São Domingos de Rana Share capital: EUR 75 000 000 Registered in the Commerce Registry Office of Cascais under register and corporate tax number 502790024 Investor Presentation, January 2016 |2 BCR at a glance COMPANY OVERVIEW: Largest toll road operator in Portugal 1 124 km, 12 motorways Long-term concession: December 2035 Backbone of the Portuguese road network: Includes the main road corridors with the highest importance in Portugal BUSINESS OVERVIEW: Strong operating performance Latest results confirm 2nd year of very positive trend 9M15 traffic increased 7.2% YoY, driven by a robust organic growth (8th consecutive quarter of positive traffic growth) Above 50% market share in Portugal BCR is a SPV set up in 2010 with a ring-fenced structure that has already proven to deliver strong credit protection to investors EBITDA margin reached its highest level since BCR inception (75.6%) on the back of revenues growth coupled with a disciplined cost approach Strong cash-flow generation FINANCIAL OVERVIEW: Solid Balance Sheet Conservative financial management and distribution policy Sharp deleverage in the last 5 years Significant headroom to covenant lock-up levels Solid liquidity position, covering refinancing needs beyond 2017 Investment grade rating, above Portuguese sovereign: • Baa3 by Moody’s and BBB by Fitch Investor Presentation, January 2016 |3 Recent Developments CORPORATE REORGANIZATION of Brisa Group led to the transfer of the main concession from Brisa Auto-Estradas (BAE) to Brisa Concessão Rodoviária (BCR) Traffic declined on the back of a negative macro environment in Portugal. RESTRUCTURING and COST CONTROL to protect BCR’s cash-flow generation 2011 - 2013 2010 Dec10 Inception of BCR with ring-fencing structure Dec12 2012 was the worst year for traffic performance: -14% YoY SUSTAINED TRAFFIC RECOVERY and cost efficiency led to a significant improvement in BCR’s activity and financial indicators 2014 - 2015 4Q13 Traffic started to recover Oct14 BCR’s rating is upgraded back to Investment Grade by Moody’s. BCR no longer prevented from making distributions Apr15 Bond issue in the amount of 300M€ with the lowest coupon ever for a Portuguese Corporate and successful completion of a Liability Management 3Q15 TRAFFIC REMAINS STRONG: 8 consecutive quarters with positive growth Since its inception BCR faced challenging times, but the credit protective nature of the ring fenced structure, coupled with proactive management has proven BCR’s resilience Investor Presentation, January 2016 |4 Index Company overview BCR concession Corporate reorganization and contractual structure Business overview Macroeconomic context Traffic Performance 9M15 Results Financial overview Debt Structure Liquidity Position Covenants and self-protective financial structure Rating Wrap-up Annexes Investor Presentation, January 2016 |5 BCR Concession Largest concession in Portugal Under operation: 11 motorways, 1 100 km, fully built since 2007 (only 1 motorway to be built: 24 km, link to the new Lisbon airport) Long-term concession, up to December 2035 A3 A4 Porto National coverage: includes the main road corridors with the highest importance in the Portuguese motorway network A14 A1 Tariffs linked to CPI Tariffs update: annual automatic increase of 100% of CPI (8.5% of the increase reverts to State) A10 A13 A9 A6 A5 Lisbon Above 50% market share 37.2% of tolled network * A12 A2 50.2% of travelled km* * According to APCAP figures for YE2014 The backbone of the Portuguese road system Investor Presentation, January 2016 |6 Corporate Reorganization Following the approval of the new Concession Contract, BAE worked with multiple stakeholders, including the Portuguese Government, EIB and other funders, supervisory and regulatory authorities and rating agencies, in its Corporate Reorganization process which led to BAE transferring its main concession to BCR and its operation and maintenance activities to Brisa O&M in December 2010: Old Structure Brisa (BAE) Parent Co Main concession holder O&M Co Other concessions Greater ratings stability and predictability • BCR is ring-fenced from the remainder of the Brisa group • Comprehensive set of covenants to limit maximum debt levels New structure Higher visibility of assets and cash flow • Clearer portfolio management approach, giving visibility over the value of each business Brisa Parent Co Higher business unit efficiency • Better definition of priorities and objectives for each business and increased level of specific and central skills Other concessions Improved concession agreement management • Maximization of the economic and financial potential, splitting the assets from the servicing companies which do not revert to the State at the end of the Concession • Focus on operations and relationship with the Grantor BCR (Main concession holder) Brisa O&M O&M agreement Corporate reorganization took place in 2010 Investor Presentation, January 2016 |7 Contractual Structure Together with the transfer of the main concession to BCR, a ring fenced structure was set-up through a contractual framework (Common Terms Agreement – CTA), which is valid for the full life of the concession. This financial and legal structure provides additional credit protection: BAE Parent Co 70% Covenants • Comprehensive set of covenants, including historic and forward looking financial covenants (ICR, Net Senior Debt / EBITDA, CLCR) (1) BCR SGPS Bondholders Trigger Events • No distributions if, inter alia, lock-up ratio tests are not met and investment grade rating is not maintained Additional credit protective provisions, such as: • Security: Pledge over shares in BCR and over BCR bank accounts and assignment of concession agreement and other contracts • Liquidity reserves: Debt Service Reserve Account equivalent to 12 months of interest and amortizing debt and Capex Reserve Account equivalent to 6 months of future capex • Hedging Policy: Comprehensive set of terms regarding hedging transactions • Governance: Minimum of 3 independent directors, who must approve distributions and contracts with Brisa entities • Other: Restrictions on nature of activities and Intercreditor arrangements EIB (2) BCR Others (banks) Intercreditor agreement Common Terms Agreement (1) Pledge of shares of BCR (2) Pledge of company’s accounts Additional information on annexes. Simplified organizational chart for illustrative purposes Financial structure provides ample protection for creditors and has now 5 years of proven track record Investor Presentation, January 2016 |8 Ring-fenced Structure Simplified organizational chart for illustrative purposes Brisa Auto-Estradas (BAE) Holding Company - No debt (Parent company) Brisa Concessão Rodoviária (BCR) (70%) Concessão Brisal Concessão Douro Brisa O&M (70%) (100%) (100%) Concessão Litoral Oeste Concessão Atlântico Brisa I&T Brisa Engenharia (15%) (50%) (81.2%) (100%) Concessão Baixo Tejo NWP Controlauto M-Call (100%) (59.5%) (100%) Via Verde Contact Via Verde Serviços (30%) Via Verde (60%) Ring-fenced BCR – – – Ring-fenced structure (CTA, covenants and security package agreements) Debt (Rated): EIB + Bonds + Bank facilities Solid financial profile Project Finance (non-recourse) Project Finance (non-recourse) Other concessions Services – Amortising long-term project finance – O&M expertise – Non recourse to Brisa – Stable cash-flow generation – NWP fully consolidate – Funded through Brisa (almost no debt) BCR is ring fenced from the remainder of the group Investor Presentation, January 2016 |9 Index Company overview BCR concession Corporate reorganization and contractual structure Business overview Macroeconomic context Traffic Performance 9M15 Results Financial overview Debt Structure Liquidity Position Covenants and self-protective financial structure Rating Wrap-up Annexes Investor Presentation, January 2016 | 10 Macroeconomic Context GDP & Private Consumption Growth GDP Growth Forecasts (yearly data; YoY) (yearly data; YoY) 2016 (e) 2015 (e) GDP 2.6% Private Consumption 1.7% Moody's EC 1.7% BoP 1.7% Average 1.7% EC 1.7% BoP 1.6% Average 1.7% IMF 1.6% IMF 2.1% 1.7% 0.9% 1.8% 1.5% GDP & Private Consumption Growth -1.6%-1.5% -1.8% Moody's (quarterly data; YoY) -3.6% -4.0% -5.5% 2011 2012 2013 2014 2015(E) 5.0% 2.5% 0.0% -2.5% -5.0% -7.5% GDP Private Consumption 1Q11 4Q11 3Q12 2Q13 Source: European Commission 1Q14 4Q14 3Q15 Source: BoP Macroeconomic environment significantly improved (I) Investor Presentation, January 2016 | 11 Macroeconomic Context Unemployment rate Inflation Rate (CPI) (monthly data) (monthly data; YoY) 17.5% Nov: 12.4% 12.2% 5.0% 2011: 3.6% 2012: 2.8% 2013: 0.4% 2.5% jan-11 out-11 jul-12 abr-13 jan-14 out-14 jul-15 Nov: 0.6% Source: BoP Budget Deficit 2011 2012 2013 2014 * 2015(E) * 0.0% 2014: -0.2% -3.4% -5.7% -2.8% -2.5% -4.8% jan-11 out-11 jul-12 abr-13 jan-14 out-14 jul-15 -7.4% * including one-off effects (such as NB recapitalization in 2014 and Banif resolution in 2015) budget deficit was 7.2% in 2014 and is estimated to be 4.2% in 2015 Source: European Commission; BoP Source: IGCP Macroeconomic environment significantly improved (II) Investor Presentation, January 2016 | 12 Macroeconomic Context Oil Price Average Fuel Price Evolution: 9M15 (€/liter at the pump) 150 120 -7.6% 2014 2015 90 60 Brent (USD) Brent (EUR) 30 0 jan-11 jan-12 jan-13 -9.3% jan-14 jan-15 1.60 jan-16 1.48 Source: Bloomberg Gasoline Average fuel price evolution 1.40 1.27 (€/liter at the pump) -10.0% -11.9% -6.5% -9.4% 2014 2015 1.41 1.24 1Q 1.40 1.31 1.38 1.25 2Q 3Q Combined 1.33 4Q 1.20 Diesel Fuel price continues to decrease, driven by the sharp fall in oil prices Investor Presentation, January 2016 | 13 Traffic Performance Average Daily Traffic BCR Total traffic figures Total traffic reported by major European toll road operators (YOY) 4.5% -1.8% -4.0% 5.7% 1.5% -2.8% -3.9% -13.7% 2012 7.0% -1.6% 0.9% 2011 7.2% 2013 2014 2.8% 2.3% ADT GDP 2.2% 9M2015 2.2% 2.2% 1.7% Source: Moody’s Strong traffic performance after an increase of 4,5% in 2014, BCR shows the 8th consecutive quarter with YoY traffic growth In 1H2015 BCR reported the highest traffic growth among peers Recent BCR traffic performance reinforces recovery trend Investor Presentation, January 2016 | 14 Traffic Performance 9M15 Analysis Quarterly ADT (Average Daily Traffic) Quarterly VKM growth 2014 21 595 2014 2015 1Q 14 2Q14 20 061 17 128 14 370 9M14 +6.5% 3Q14 +5.2% 4Q14 +4.6% +4.5% 16 082 15 350 2015 9M15 1Q 15 13 364 2Q15 1Q +1.2% 2Q 3Q 4Q 3Q15 +7.5% +6.5% +7.2% +7.6% During 3Q15, traffic grew 7.6%. 9M15 accumulated traffic growth at 7.2% Investor Presentation, January 2016 | 15 Traffic Performance 9M15 detailed analysis Average Daily Traffic A3 A4 62 146 Porto 29 712 14 537 17 224 26 375 5 511 4 719 A14 A1 A2 A3 A4 A5 A6 A9 18 888 18 457 16 256 A10 4 201 4 353 A12 A13 A14 7.2% 8.1% 8.8% A12 A13 A14 BCR A1 A10 A13 A9 A6 Traffic Growth Rate (YoY) A5 Lisbon 11.1% A12 A2 8.7% 9.1% 8.0% 6.2% A1 5.5% A2 A3 A4 A5 A6 6.3% 6.1% A9 A10 7.2% BCR Positive growth across all network Investor Presentation, January 2016 | 16 9M15 Results Revenues & Expenses 9M14 9M15 AADT (organic) 4.2% 7.7% Calendar effect 0.3% -0.4% Others 0.0% -0.1% Like-for-like 4.5% 7.2% Mix effect 0.4% -0.3% Tariff increase 0.0% 0.0% Others 0.2% 0.1% Total (toll revenue) 5.1% 7.0% Operating Income (M€) 377 Traffic 346 Toll Revenue Traffic increased 7.2% in 9M15, which compares to an increase of 4.5% in the same period of 2014 9M12 +7.1% 352 334 9M13 9M14 9M15 Operating Expenses (M€) 94.4 Toll revenue increased 7.0% in 9M15, above the already strong increase of 5.1% in 9M14 -0.1% 91.7 92.1 92.0 9M13 9M14 9M15 Performance significantly above guidance (>5% FY15) 9M12 Strong performance of toll revenues, backed by organic traffic growth. Costs under control, despite significant activity expansion Investor Presentation, January 2016 | 17 9M15 Business Results overview Operating results (EBITDA) EBITDA and EBITDA Margin (M€; %) 9M14 9M15 YoY Operating income 351.8 376.8 7.1% Toll revenues 342.5 366.5 7.0% 350 Service areas 6.0 6.1 2.8% 300 Other income 3.4 4.2 26.3% 250 [M€] 72.7% 72.6% 73.8% 75.6% 80.00% 1.875.00% p.p. 70.00% Operating expenses -92.1 -92.0 -0.1% Supplies and services -90.1 -90.0 -0.1% 65.00% 200 60.00% 150 252 260 243 285 50.00% 9.7% 100 Personnel costs Other expenses EBITDA EBITDA Margin -1.1 -1.1 -1.6% -0.8 -0.9 4.2% 259.7 284.8 9.7% 73.8% 75.6% 1.8pp Operating income increased 7.1%, backed by strong traffic performance Costs remain controlled, with Opex slightly down despite significant increase in revenues 55.00% 45.00% 50 40.00% 35.00% 0 9M12 9M13 9M14 EBITDA 9M15 EBITDA Margin Strong increase in revenues together with a disciplined cost management led to a 1.8 p.p. YoY increase in EBITDA margin, making it the highest level since BCR inception EBITDA increased 9.7% to 284.8 M€ Investor Presentation, January 2016 | 18 9M15 Business Results overview Cash-flow generation (EBITDA – CAPEX) [M€] EBITDA 259.7 284.8 9.7% 73.8% 75.6% 1.8pp 18.5 31.4 69.4% New junctions 1.2 0.0 -97% Widening works 2.4 6.2 155% Major repairs¹ 9.4 18.9 102% 5.5 6.2 13% 241.2 253.4 5.1% EBITDA Margin Capex Other (equipment, supervision, etc) EBITDA - Capex 1 9M14 9M15 YoY EBITDA – CAPEX (M€) 253.0 241.0 227.0 +5.1% 214.0 9M12 9M13 9M14 9M15 Under the framework of IFRIC12, major repairs are provision costs, not CAPEX Capex is mainly related to pavement works in A1, A2, A3 and A5 Widening works under way in two sub-stretches (A1-Carvalhos/Santo Ovídeo and A4-Águas Santas/Ermesinde) Strong cash-flow generation, with the increase in EBITDA more than compensating higher Capex Investor Presentation, January 2016 | 19 9M15 Business Results overview Financial Results [M€] Net financial results 9M14 9M15 YoY -89.5 -76.7 -14.3% 3.2 1.3 -58.1% Financial expenses -92.7 -78.1 -15.8% Interest expenses -73.8 -61.5 -16.7% -6.0 -6.4 6.6% -12.9 -10.2 -20.5% Financial income IFRIC12 Other financial expenses BCR benefits from the positive net effect between recent debt additions (new 300 M€ bonds issued in both 2014 and 2015) and recent debt redemptions (225 M€ in Dec. 14; 63.5 M€ bond in Mar 15; 192.7 M€ in Apr. 15) – lower gross debt, impacting positively ‘Interest expenses’ – lower coupons, impacting positively ‘Interest expenses’ – lower placement costs, impacting positively ‘Other financial expenses’ Net financial results down 14.3% YoY, reflecting better market conditions Financial Results (M€) 9M12 9M13 9M14 9M15 14.3% -89.4 -89.5 -96.6 -76.7 WACD & Fixed rate debt (%) 79% 72% 70% 4.1% 4.3% 4.3% 3.6% 9M12 9M13 9M14 9M15 61% Lowest level since BCR inception WACD % Fixed Low interest rate risk exposure Financial expenses on a downward trend Investor Presentation, January 2016 | 20 9M15 Business Results overview Net Profit [M€] 9M14 9M15 YoY 259.7 284.8 9.7% EBITDA Margin 73.8% 75.6% 1.8pp Depreciation & prov. -123.2 -123.1 0.0% 136.6 161.6 18.4% 38.8% 42.9% 4.1pp -89.5 -76.7 -14.3% 47.0 84.9 80.5% -13.0 -23.5 80.1% 34.0 61.4 80.6% EBITDA EBIT EBIT Margin Net financial results Profit before tax Income tax Net profit Net profit reached 61.4 M€ (+81% YoY), backed by toll revenue increase, controlled costs and better financial results Net Profit (M€) 61.4 35.1 34.0 +81% 19.2 9M12 9M13 9M14 9M15 Profitability significantly increased Higher revenues, flat OPEX and better financials significantly improved bottom line Investor Presentation, January 2016 | 21 Index Company overview BCR concession Corporate reorganization and contractual structure Business overview Macroeconomic context Traffic Performance 9M15 Results Financial overview Debt Structure Liquidity Position Covenants and self-protective financial structure Rating Wrap-up Annexes Investor Presentation, January 2016 | 22 Financial overview Debt Structure (nominal) Debt Breakdown (3Q15) Net Debt, Gross Debt & Cash [million Eur] ∑ 2 457 141 2 526 2 153 2 159 2 206 139 339 365 4% 310 2 316 2 216 Cash 27% Net Debt 2 014 1 820 1 841 69% Gross Debt Bonds YE11 YE12 YE13 YE14 EIB Bank Facilities 3Q15 Gross debt totalled 2 206 M€ in Sep.15, of which 69% are Bonds issued under the EMTN programme. The 46 M€ YtD increase in gross debt is mainly explained by: – A LM transaction concluded in April (300 M€ @ 1.875% issued and 192.7 M€ @ 4.5% tendered) – A private placement that reached its maturity (63.5 M€ @ 6.4% redeemed) Cash position in Sep. 15 at 365 M€ (up 26 M€ YtD), with the first distribution made since inception (in the amount of 184 M€) mostly funded through cash-flow generation Considerable net debt reduction over the recent years (-21% or 475 M€ since YE11) Investor Presentation, January 2016 | 23 Financial overview MLT debt amortization profile BCR continues to actively manage its MLT debt maturity profile In April, a liability management (LM) transaction was successfully concluded: – Issuance of a new 10y 300 M€ bond, with a coupon of 1.875% (the lowest ever for a Portuguese corporate). Bond was placed mainly with international institutional investors – 192.7 M€ tendered on the 600 M€, 4.5% coupon, Dec. 2016 bond (outstanding amount at 407.3 M€) MLT debt amortization profile [million Eur] 700 600 500 Amount Tendered Liability Management New 10y Bond @ 1.875% EIB Bonds 400 300 200 100 0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 LM transaction concluded in April 2015 allows for a smoother debt amortization profile Investor Presentation, January 2016 | 24 Liquidity position YE2015 Recent developments October: Distribution made in the amount of € 150 million, but keeping a significant headroom in BCR ratios December: December Existing committed credit line extended in maturity to 2020 and increased by € 50 million YE15 Liquidity position BCR has plenty of funds and facilities in place to meet its forthcoming debt maturities: 1 € 228 million in cash 2 € 375 million in committed credit lines (all maturing after YE16; € 300 million undrawn) MLT redemptions until YE17 [million Eur] 500 78.0 400 300 500.2 402.7 200 3 Strong free cash flow generation 100 4 Debt maturities evenly spread EMTN EIB Total Despite strong liquidity position, future bond issuances would keep undrawn credit lines as back-up facilities, improve debt efficiency and address potential distributions Strong liquidity position, with MLT redemptions fully covered Investor Presentation, January 2016 | 25 Financial overview Covenants and self-protective financial structure Net Debt / EBITDA covenants Self-protective financial structure 9x Trigger 8x Revenue underperformance Default 7x 6x EBITDA decrease 5x 4x 3x Lock-up ratio compliance 2x 1x Adjustment in distributions Jun-32 Jun-30 Jun-28 Jun-26 Jun-24 Jun-22 Jun-20 Jun-18 Jun-16 Jun-14 0x Forward looking financial ratio (CLCR) and a Net Debt to EBITDA profile designed to ensure deleveraging over time Any future traffic underperformance will be accommodated through adjustments in distributions Unique (and proven) self-protective financial structure Investor Presentation, January 2016 | 26 Financial overview Covenants and self-protective financial structure Net debt reduction coupled with increasing EBITDA led to a substantial Net Debt / EBITDA decrease over recent years Despite distributions, headroom to lock-up levels remained at a significant level Net debt / EBITDA1 (active restriction) 6.50x 6.25x 6.00x 5.75x (up to YE18) 6.44 Significant headroom to lock-up 5.98 5.38 YE13 1 1H14 YE14 5.49 1H15 Level of Trigger/Lock-up c.5.3 YE15 (e) Inputs for this ratio may slightly differ from reported figures due to the adjustments made in order to reflect the CTA ratio definitions Conservative financial management and distribution policy Investor Presentation, January 2016 | 27 Rating BCR Rating evolution (Moody’s) Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 Credit Opinion (8 June 2015) Stand-alone rating remained at investment grade level Baa3 IG Ba1 Sub-IG “(…) best performance among Moody's rated European toll road operators over this period. (…) improvement in business sentiment in the Portuguese economy and growth in domestic consumption, also helped by a decline in fuel prices.” “(…) we expect BCR to follow prudent financial policies and maintain adequate headroom against its trigger levels, which will become more demanding over time.” Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 BCR Moody's Current Outlook Rating PGB Moody's Industry Outlook (8 October 2015) Current Rating Outlook Baa3 Stable BCR BBB Stable Baa1 - - - Ba1 Stable BCR (stand-alone) Portugal BB+ Stable “Traffic at toll roads and airports will continue to grow, driven by improved economic activity and business sentiment.(…) We estimate toll road traffic to grow by 2-3% in France and Italy and 4-7% in Iberia in 2015, followed by 0.5-2.5% and 2-4% respectively in 2016. Investment Grade by Moody’s and Fitch (above Portugal). Without sovereign constraint BCR rating would be higher Investor Presentation, January 2016 | 28 Index Company overview BCR concession Corporate reorganization and contractual structure Business overview Macroeconomic context Traffic Performance 9M15 Results Financial overview Debt Structure Liquidity Position Covenants and self-protective financial structure Rating Wrap-up Annexes Investor Presentation, January 2016 | 29 Wrap-up Above 50% market share in Portugal: Largest toll road operator in portugal – National coverage: includes the main road corridors with the highest importance in the Portuguese motorway network – 37.2% of tolled network * – 50.2% of travelled km* Credit protective financial structure: Ring-fenced structure – Comprehensive set of covenants – Trigger events and additional credit protective provisions – SPV with restrictions on nature of activities and intercreditor arrangements 9M15 Results confirms positive trend: Strong operating performance – 7.2% traffic increase, driven by a robust organic growth (8th consecutive quarter of positive traffic growth) – Increasing revenues, flat opex and better financial results significantly improved profitability, which is now close to pre-crisis levels Conservative financial management and distribution policy support a solid B/S: Solid financial position – Sharp deleverage in the last 5 years – Significant headroom to covenants lock-up levels – Solid liquidity position, covering funding needs beyond 2017 – Investment grade rating, despite sovereign constraint * According to APCAP figures from YE2014 Investor Presentation, January 2016 | 30 INDEX Company overview BCR concession Corporate reorganization and contractual structure Rating Business overview Macroeconomic context Traffic Performance 9M15 Results Financial overview Debt Structure Liquidity Position Covenants and self-protective financial structure Wrap-up Annexes Investor Presentation, January 2016 | 31 Annexes 9M15 P&L [M€] 9M14 9M15 YoY Operating income 351.8 376.8 7.1% Toll revenue increase comfortably above guidance Operating expenses -92.1 -92.0 -0.1% Opex change in line with guidance despite significant increase in revenues EBITDA 259.7 284.8 9.7% EBITDA Margin 73.8% 75.6% 1.8pp Depreciation & prov. -123.2 -123.1 0.0% 136.6 161.6 18.4% 38.8% 42.9% 4.1pp -89.5 -76.7 -14.3% 47.0 84.9 80.5% -13.0 -23.5 80.1% 34.0 61.4 80.6% EBIT EBIT Margin Net financial results Profit before tax Income tax Net profit Highest EBITDA margin since inception Lowest level since inception All resulting in significant increase of profitability Higher revenues, flat opex and better financials significantly improved bottom line Investor Presentation, January 2016 | 32 Annexes 3Q15 Balance Sheet [M€] Assets YE14 3Q15 YtD 3 155 3 085 -2% 2 725 2 635 -3% 378 397 5% 52 54 3% 727 561 -23% 2 428 2 524 4% 1 956 2 036 4% Short-term financial debt 182 146 -20% Other 290 342 18% Non-current Current Deferred tax Equity Liabilities M/Long-term financial debt Current assets include € 365 million in cash Impact of the distribution made in April Solid balance sheet Investor Presentation, January 2016 | 33 Annexes Key features of the financial structure Financial covenant definitions Three financial ratios are defined in the CTA, which are used to set default tests, distribution lock-up tests and tests for the incurrence of additional indebtedness Net Senior Debt / EBITDA – The ratio of (i) Senior Debt less balances on BCR’s accounts, to (ii) EBITDA for last 12 months Interest Coverage Ratio on a historic (“Historic ICR”) and forward looking basis (“Forward Looking ICR”) – The ratio of Available Cashflow to Financing Costs – Available Cashflow equal to (i) EBITDA, plus (ii) interest income, less (iii) tax paid, less (iv) net change in working capital, and (v) adjusted for the changes in the amount standing to the credit of the Capex Reserve Account – Financing Costs equals interest and fees and hedging payments on Senior Debt Concession Life Coverage Ratio (“CLCR”) – The ratio of (i) net present value of the Available Cashflow until the scheduled expiry date of the Concession Contract and the amount standing to the credit of the Debt Service Reserve Account to (ii) Net Senior Debt In addition to financial covenants, financial ratio tests also applied to determine whether distributions can be paid or additional indebtedness incurred Investor Presentation, January 2016 | 34 Annexes Key features of the financial structure Trigger Event definitions The CTA defines a series of Trigger Events, which are aimed at providing early warning signals to Senior Creditors Trigger Events include: – Breach of the Trigger level financial ratio tests – Debt Service Reserve Account required balance, equivalent to 12 months of debt service, not being met – Capex Reserve Account not being funded with an amount equal to the next 6 months of capex – Any solicited rating falls below Baa3/BBB- or the company ceases to maintain 2 solicited ratings No distributions can be made while a Trigger Event is outstanding, so as to conserve cash in the company Following the occurrence of a Trigger Event, Senior Creditors have certain additional rights, aimed at helping them to try to get the problems giving rise to the Trigger Event resolved, including: – Right of access to additional information – Right to appoint an independent adviser to review the circumstances which have caused the Trigger Event and to propose a plan to remedy it Trigger Event regime provides early warning system and leads to distribution lock-up Investor Presentation, January 2016 | 35 Annexes Key features of the financial structure Additional Indebtedness Tests BCR’s financing structure will be a dynamic one, with new debt being raised and existing debt maturing and being refinanced on a regular basis The CTA defines certain tests that must be satisfied for the company to be able to raise Additional Senior Debt, including that: – Specified Net Debt / EBITDA ratios are complied with through to the end of concession (taking into account, if relevant, that the new debt raised will be used to refinance or cash collateralise existing debt) – No more than €750 M (indexed) of debt may mature in any 2-year period and, during the last five years of the concession, no debt amount equivalent to more than 50% of EBITDA for the relevant year may mature in a single year – No debt may mature later than 2 years before the end of the concession – Hedging policy is complied with – No Trigger Event or Event of Default is outstanding (taking into account, if relevant, that the new debt raised will be used to refinance or cash collateralise existing debt) The providers of Additional Senior Debt are required to execute a Senior Creditor Accession Document so that they become parties to the CTA and ICA also The CTA contains restrictions on BCR having debt other than Senior Debt, with a carve-out of €5 M for leases and hire purchase contracts Additional indebtedness tests protect on-going credit profile of BCR Investor Presentation, January 2016 | 36 Annexes Key features of the financial structure ICR and CLCR Net Senior Debt to EBITDA Trigger/ Addit Debt Default Historic ICR 2.25x 1.75x Up to 22.0 6.50x Up to 20.0 8.00x Forward Looking ICR 2.25x 1.75x Up to 21.0 6.25x Up to 18.0 7.75x CLCR 2.00x 1.80x Up to 20.5 6.00x Up to 17.0 7.25x Up to 17.0 5.75x Up to 16.0 7.00x Up to 16.0 5.50x Up to 15.0 6.75x Leverage and coverage ratios valid for the life of the concession Up to 15.0 5.25x Up to 14.0 6.50x Up to 14.0 5.00x Up to 13.0 6.25x Net Debt to EBITDA profile designed to ensure deleveraging over time Up to 13.0 4.75x Up to 12.0 5.75x Up to 12.0 4.25x Up to 11.0 5.50x Up to 11.0 4.00x Up to 10.0 5.00x Up to 10.0 3.50x Up to 9.0 4.50x Up to 9.0 3.00x Up to 8.0 4.25x Up to 8.0 2.75x Up to 7.0 3.75x Up to 7.0 2.25x Up to 6.0 3.25x Up to 6.0 1.75x Up to 4.0 3.00x Up to 4.0 1.50x Up to 2.0 2.50x Up to 2.0 1.00x – Levels based on years before concession end to ensure flexibility if concession is extended Ratios consistent with strong investment grade rating Years before end of concession Trigger/ Addit Debt Years before end of concession Default De-leveraging profile Investor Presentation, January 2016 | 37