TIDM3IN
RNS Number : 5967F
3i Infrastructure PLC
08 November 2022
8 November 2022
Results for the six months to 30 September 2022
The portfolio has generated outstanding performance,
significantly exceeding 3i Infrastructure's target returns. We are
also on track to deliver the FY23 dividend target of 11.15 pence
per share, which is 6.7% higher than the previous year and expected
to be fully covered.
Performance highlights
GBP247m, 9.3% Total return Strong first-half performance driving growth
on opening NAV in
(September 2021: GBP250m, 10.6%) net asset value ('NAV')
325.8p
NAV per share
(March 2022: 303.3p)
GBP2,905m
NAV
(March 2022: GBP2,704m)
GBP98m Good level of income and non-income cash
Total income and non-income to support the dividend
cash
(September 2021: GBP56m)
----------------------------------------------
5.575p On track to deliver the FY23 dividend target,
Interim dividend per share 6.7% higher than FY22
(FY22 interim dividend: 5.225p
per share)
----------------------------------------------
Richard Laing, Chair of 3i Infrastructure plc (the 'Company' or
'3i Infrastructure')
"We have delivered an outstanding first-half performance with
strong value growth in real terms from our differentiated
portfolio. We are on track to deliver our FY23 dividend target,
which is 6.7% higher than last year."
Performance
The Company generated a total return of 9.3% on opening NAV for
the first half of the year, substantially ahead of our target
return of 8% to 10% per annum. The NAV per share increased to 325.8
pence. The portfolio overall is performing robustly and ahead of
expectations. During the period, we were pleased that we completed
the acquisition of Global Cloud Xchange ('GCX') and agreed to
acquire our co-investor's stake in TCR.
Interim dividend
The Board is announcing an interim dividend of 5.575 pence per
share, scheduled to be paid on 12 January 2023 to holders of
ordinary shares on the register on 25 November 2022. The
ex-dividend date will be 24 November 2022. As an investment trust,
the Company is permitted to designate dividends wholly or partly as
interest distributions for UK tax purposes. The Board is
designating 5.4 pence of the 5.575 pence interim dividend as an
interest distribution.
Corporate governance
The Company's Annual General Meeting was held on 6 July 2022.
All resolutions were approved by shareholders, including the
re-election of the existing Directors to the Board. In September,
we were delighted to welcome Stephanie Hazell as a non-executive
Director. Stephanie brings broad strategic experience in the
infrastructure sector from her previous roles at National Grid,
Orange and Virgin Group.
Richard Laing
Chair
For further information, please contact:
Thomas Fodor, investor enquiries Tel: 020 7975 3469
Kathryn van der Kroft, press enquiries Tel: 020 7975 3021
Notes
This report contains Alternative Performance Measures ('APMs'),
which are financial measures not defined in International Financial
Reporting Standards ('IFRS'). These include Total return on opening
NAV, NAV per share, Total income and non-income cash and Total
portfolio return percentage. More information relating to APMs,
including why we use them and the relevant definitions, can be
found in the Financial review section and in the Company's Annual
report and accounts 2022. The Total return for the period is the
total comprehensive income for the period under IFRS.
For further information regarding the announcement of the
results for 3i Infrastructure plc, please visit
www.3i-infrastructure.com. The analyst presentation will be made
available on this website.
Notes to editors
3i Infrastructure plc is a Jersey-incorporated, closed-ended
investment company, an approved UK Investment Trust, listed on the
London Stock Exchange and regulated by the Jersey Financial
Services Commission. The Company's purpose is to invest responsibly
in infrastructure, delivering long-term sustainable returns to
shareholders and having a positive impact on our portfolio
companies and their stakeholders.
3i Investments plc, a wholly-owned subsidiary of 3i Group plc,
is authorised and regulated in the UK by the Financial Conduct
Authority and acts as Investment Manager to 3i Infrastructure
plc.
This statement has been prepared solely to provide information
to shareholders. It should not be relied on by any other party or
for any other purpose. It and the Company's Half-yearly report may
contain statements about the future, including certain statements
about the future outlook for 3i Infrastructure plc. These are not
guarantees of future performance and will not be updated. Although
we believe our expectations are based on reas onable assumptions,
any statements about the future outlook may be influenced by
factors that could cause actual outcomes and results to be
materially different.
This press release is not for distribution (directly or
indirectly) in or to the United States, Canada, Australia or Japan
and is not an offer of securities for sale in or into the United
States, Canada, Australia or Japan or in any other jurisdiction.
Securities may not be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
'Securities Act'), or an exemption from registration under the
Securities Act. Any public offering to be made in the Unite d
States will be made by means of a prospectus that may be obtained
from the issuer or selling security holder and will contain
detailed information about 3i Group plc, 3i Infrastructure plc, 3i
India Infrastructure Fund and the Investment Manager, as
applicable, as well as financial statements. No public offering in
the United States is currently contemplated.
3i Infrastructure plc Half-yearly report 2022
Review from the Managing Partners
3i Infrastructure's excellent performance during the period has
demonstrated, once again, that this is a high quality and
diversified portfolio, with proven resilience, that is structurally
positioned to deliver growth in real terms throughout the economic
cycle.
During the period, the portfolio exceeded its target returns,
driven by exposure to selected megatrends. These megatrends
continue to provide long-term tailwinds to our investment
cases.
As a result of our active management, the portfolio has no
near-term refinancing exposure and over 85% of long-term debt is
effectively fixed rate.
Additionally, the portfolio has continued to demonstrate its
positive value correlation to both inflation and power prices.
Extending the maturity of the Company's GBP900 million Revolving
Credit Facility ('RCF') to November 2025 provides sufficient
flexibility to manage investment and divestment activity.
Portfolio review
In October 2022, 3i Infrastructure completed the acquisition of
its co-investor's 48% stake in TCR. The final acquisition price was
GBP338 million. We made this acquisition because we believe TCR is
well positioned in the post-pandemic environment and is
experiencing increasing demand for its full service rental model.
During the period, TCR's revenues increased as utilisation and
traffic continued to recover and management signed a number of new
contracts and contract extensions.
ESVAGT continues to benefit from growth in offshore wind
markets. The new Service Operation Vessel ('SOV') contract wins
achieved under our ownership have materially improved the quality
and longevity of earnings and reduced volatility. ESVAGT's legacy
Emergency Rescue and Response Vessel ('ERRV') fleet achieved strong
results during the period due to higher day rates and utilisation,
driven by the increased focus on security of energy supply in
Europe. In June, we syndicated c.17% of our stake in ESVAGT. This
transaction helps the Company to maintain a balanced portfolio and
provides useful additional liquidity, whilst retaining full
governance of the asset.
Infinis had a strong first half driven by outperformance in its
renewable generation assets and solar development pipeline . During
the period, Infinis was awarded its first 15-year, CPI-linked CfD
contracts for two new solar sites and the development of its
pipeline of solar and battery operations is on track. The business
now has 147MW of fully consented sites with a further 189MW in the
planning process. 39MW of new planning consents were received in
the period.
Tampnet is benefitting from accelerating demand for offshore
connectivity. During the period, Tampnet's business plan was
updated to reflect its growth trajectory. Its customers continue to
upgrade their long-term bandwidth requirements and invest in
digital infrastructure to decrease costs, improve operations and
extend asset life. Additionally, Tampnet's management team has
identified new initiatives to capture customers beyond operating
oil and gas platforms (e.g. wind farms, carbon capture projects and
deepsea fish farms) which may provide further upside beyond our
current valuation.
Joulz continues to see growth in new orders, including for
integrated energy transition solutions that have been enabled by
the bolt-on acquisitions completed in recent years. The company's
long-term contracts are directly linked to inflation. During the
period, the company experienced some delays in completing new
installations, primarily due to key hardware suppliers struggling
to keep up with rising demand. However, the company has now
contracted with additional suppliers which should add capacity over
the coming months.
Ionisos performed ahead of expectations in the period due to
strong volume growth, notably in the medical and pharma segments.
We are working with the management team to increase capacity to
meet strongly increasing demand through growth initiatives. In July
2022, the new plant in Kleve, Germany, received approval from the
local authorities and operations are due to start in early
2023.
Oystercatcher experienced some pressure on contract renewal
rates during the period as a consequence of market backwardation.
However, our positive medium-term outlook remains unchanged given
the terminal is one of the leading gasoline blending facilities in
Singapore and the wider region. The terminal recently signed a
contract with Neste to blend and store sustainable aviation fuel
which should position it well for this growth market, and is
considering options to upgrade its fuel oil tanks to store
gasoline, sustainable aviation fuel or biofuels.
SRL performed broadly in line with expectations during the
period. Its management team completed a pricing strategy review
which resulted in a rise in average hire prices. Prices are
expected to continue to rise with inflation in the future.
DNS:NET experienced delays in the roll out of its network in the
Berlin region caused by slow authority approvals and a shortage of
contractor capacity. This timing impact is reflected in the revised
valuation. Our medium-term roll-out targets for DNS:NET are
maintained.
Valorem performed ahead of expectations, benefitting from
exiting feed-in tariffs on some of its older French wind assets and
replacing them with short-term power purchase agreements at
improved rates. The outlook in France for renewable developers
remains positive, particularly due to recent issues experienced by
the French nuclear power sector. New legislation in France aimed at
shortening the development cycle of projects and making new areas
eligible for development is expected to be introduced, which will
benefit Valorem.
Attero outperformed our expectations in the period due to
inflation-linked gate fees, new contracts signed with favourable
gate fees, and renewable power sales. Additionally, the company is
currently updating its long-term business plan and has identified a
number of attractive potential growth opportunities, including
developing large solar farms on its extensive estate and expanding
its current operations in biogas and recycling.
Our newest asset, GCX, a leading global data communications
service provider and owner of the world's largest private subsea
fibre optic network, is performing well and in line with
expectations.
The portfolio is analysed below.
Portfolio - Breakdown by value* Portfolio - Breakdown by megatrend
at 30 September 2022 at 30 September 2022
---------------------------------- ====================================
ESVAGT 14% Energy transition 42%
Infinis 11% Digitalisation 25%
GCX 10% Globalisation 18%
TCR 10% Renewing social infrastructure 7%
Tampnet 9% Demographic change 8%
------------------------------- ---
Joulz 8%
Ionisos 8%
Oystercatcher 8%
SRL 7%
DNS:NET 6%
Valorem 5%
Attero 4%
--------------------------- -----
* Excludes commitment to acquire the additional stake in TCR
Investment and divestment activity
In May 2022, the Company completed the syndication of c.17% of
its stake in ESVAGT to 3i Aura L.P., a newly-established vehicle
managed by 3i Investments plc and funded by three institutional
investors.
In June 2022, the Company completed the sale of the European
projects portfolio for GBP106 million.
In September 2022, we completed the acquisition of c.100% stake
in GCX for GBP318 million.
In October 2022, we completed a further investment in TCR,
acquiring the 48% stake owned by funds managed by DWS for GBP338
million. This transaction was announced on 14 June 2022. We expect
to syndicate a portion of this investment in TCR during the second
half of the year.
Sustainability
Our portfolio companies continue to develop and implement their
sustainability strategies. We are making progress on actions
identified in our Environmental, Social and Governance assessments.
As part of this, we are working with our portfolio companies to
identify the potential for reducing their greenhouse gas emissions.
We are also continuing to develop our approach to climate-related
scenario analysis.
In addition, the energy transition is the most prevalent
megatrend in our portfolio (42% of portfolio value) and remains an
important investment theme for the Company.
The sustainability section of our Annual report and accounts
2023 will include a review of our progress on sustainability,
including further progress in implementing the recommendations of
the TCFD.
Outlook
The market for infrastructure investments remains competitive,
with significant fund-raising activity amongst our private market
competitors and strong demand for quality infrastructure assets.
Our strategy of identifying resilient companies, positioned to
benefit from structural megatrends, provides a proven and solid
foundation from which to continue to deliver value growth in real
terms across the economic cycle.
We are focused on continuing to deliver outstanding performance,
and are confident we have the portfolio and team to allow us to do
so.
Scott Moseley and Bernardo Sottomayor
Managing Partners and Co-Heads of European Infrastructure
3i Investments plc
7 November 2022
Financial review
The portfolio delivered another period of strong income growth
and capital returns. The Company deployed GBP318 million in its new
investment in GCX and committed to invest a further GBP338 million
in TCR. The Company actively manages its liquidity position through
its GBP900 million RCF, and we extended the maturity of this RCF to
November 2025 providing liquidity to fund growth in existing
portfolio companies and invest in new assets .
The portfolio has the income-generating capacity to support the
Company's progressive dividend policy, and the interim dividend was
well covered by income and non-income cash in the period. We are on
track to deliver the full-year dividend target, which we also
expect to be fully covered.
The weighted average discount rate increased to 11.3% (from
10.9% in March 2022) primarily due to the evolution of the
portfolio mix following the realisation of the European projects
portfolio and the completion of the GCX acquisition. Given the
significant risk premium included in our long-term discount rates
and the continued appetite for high-quality infrastructure
businesses, rising risk-free rates did not impact the discount
rates used to value our portfolio companies at 30 September
2022.
Portfolio and returns
The Company generated a total return for the six-month period of
GBP247 million, representing a 9.3% return on opening NAV
(September 2021: GBP250 million, 10.6%), significantly ahead of the
target return of 8% to 10% per annum.
Table 1 summarises the valuation and movements in the portfolio,
as well as the return for each investment, for the period.
Table 1: Portfolio summary (30 September 2022, GBPm)
Directors' Directors' Allocated Underlying Portfolio
valuation Investment Divestment Accrued Foreign valuation foreign portfolio total
31 March in the in the Value exchange 30 exchange income return
income September in in
Portfolio 2022 period period movement translation 20 22 hedging the period the
assets movement period(1)
=============== ========== ========== ========== ======== ======== =========== ========== ========= ========== =========
ESVAGT 548 21(2) (87)(4) (1) 11 (12) 480 3 23 25
Infinis 332 - - - 38 - 370 - 8 46
TCR 279 - - 7 50 6 342 (7) 7 56
GCX - 318 - 2 (2) 19 337 (20) 3 0
Tampnet 241 - - 3 39 9 292 2 3 53
Joulz 241 3(2) - - 17 9 270 (10) 3 19
Ionisos 237 - - 4 20 9 270 (10) 5 24
Oystercatcher 230 - (2)(3) - 6 26 260 (18) 2 16
SRL 200 - (1) (3) 9 5 - 213 - 9 14
DNS:NET 202 - - 4 (20) 8 194 (9) 3 (18)
Valorem 144 - - - 14 6 164 (6) 2 16
(23)
Attero 116 - (3) - 32 4 129 (5) 1 32
=============== ========== ========== ========== ======== ======== =========== ========== ========= ========== =========
Economic
infrastructure
portfolio 2,770 342 (113) 28 210 84 3,321 (80) 69 283
=============== ========== ========== ========== ======== ======== =========== ========== ========= ========== =========
Projects 103 - (104) (1) - 2 - (1) 1 2
Total portfolio
reported
in the
Financial
statements 2,873 342 (217) 27 210 86 3,321 (81) 70 285
=============== ========== ========== ========== ======== ======== =========== ========== ========= ========== =========
1 This comprises the aggregate of value movement, foreign exchange translation, allocated foreign
exchange hedging and underlying portfolio income in the period .
2 Capitalised interest.
3 Shareholder loan / share premium repayment (non-income cash).
4 ESVAGT syndication.
Portfolio return by asset
Table 2 below shows the portfolio return in the period for each
asset as a percentage of the aggregate of the opening value of the
asset and investments in, and syndication of, the asset in the
period (excluding capitalised interest). Note that this measure
does not time-weight for investments in the period.
Table 2: Portfolio return by asset ( six months to 30 September
2022, not annualised )
Portfolio assets
================== =======
ESVAGT(1) 5.4%
Infinis 13.8%
TCR 20.1%
GCX(2) -%
Tampnet 21.8%
Joulz 7.9%
Ionisos 10.2%
Oystercatcher 6.9%
SRL 7.0%
DNS:NET (8.9)%
Valorem 11.2%
Attero 27.7%
Projects(3) 1.9%
================== =======
Total portfolio
return(4) 9.2%
================== =======
1 ESVAGT return of 6.9% excluding hedge ineffectiveness over the period end.
2 GCX completed in September 2022.
3 Sold in June 2022.
4 Portfolio returns include FX net of hedging.
Sensitivities
Our approach to valuation is consistent with previous years.
Our inflation assumptions for the first two years of our
projections reflect the current and forecast inflation levels. The
longer-term inflation assumptions beyond two years remain
consistent with central bank targets, e.g. UK CPI at 2%. A 1%
increase in short-term (two-year) inflation assumptions is
estimated to increase the portfolio value by GBP37 million. We do
not expect to change our long-term assumptions, however, we
estimate that a 1% increase in inflation assumptions across our
full projection periods would increase the portfolio value by
GBP259 million.
The weighted average discount rate is 11.3%. Increasing the
discount rate used in the valuation of each asset by 1% would
reduce the value of the portfolio by GBP306 million.
The portfolio valuations are partially protected against changes
in interest rates as long-term fixed rate or hedged debt is in
place across the majority of our portfolio. Increasing the cost of
borrowing assumption for unhedged borrowings and any future
uncommitted borrowing and the cash deposit rates used in the
valuation of each asset by 1% would reduce the value of the
portfolio by GBP134 million.
These sensitivities are indicative and are considered in
isolation, holding all other assumptions constant. Timing and
quantum of price increases will vary across the portfolio and the
sensitivity may differ from that modelled. Sensitivities to key
inputs to our valuations are described in more detail in Note 4 to
the accounts.
Total return
An analysis of the elements of the total return for the period
is shown in Table 3 below. The total return of GBP247 million, or
9.3% return on opening NAV, is greater than the portfolio return
described above due to the gearing effect of being drawn into the
RCF.
Table 3: Summary total return ( six months to 30 September ,
GBPm )
2022 2021
======================================= ==== ====
Capital return (excluding exchange) 210 226
Foreign exchange movement in portfolio 86 12
======================================= ==== ====
Capital return (including exchange) 296 238
Movement in fair value of derivatives (81) (8)
======================================= ==== ====
Net capital return 215 230
Total income (1) 72 56
Costs including exchange movements (40) (36)
Total return 247 250
======================================= ==== ====
1 Includes interest receivable on vendor loan notes and cash balances of GBP2 million (September
2021: GBP3 million).
The capital return is the largest element of the total return.
The portfolio generated a value gain of GBP210 million in the
period to 30 September 2022 (September 2021: GBP226 million),
driven principally by outperformance from a number of portfolio
companies but particularly TCR, Tampnet, Infinis and Attero.
The value increase in TCR of GBP50 million reflects the
outperformance of the business during the period including new
contracts signed, the positive correlation to inflation and the
prospects and market opportunity we are seeing in the post Covid-19
environment. Acquiring full control of the business gives us
increased confidence and agility to deliver on those opportunities,
and this valuation reflects the price paid in that transaction.
Tampnet's value gain of GBP39 million is driven by higher
forecast revenues due to increasing demand for bandwidth and
success with digital initiatives including private networks, as
well as identified new potential growth opportunities.
The value gain of GBP38 million in Infinis reflects the momentum
in its development pipeline, as well as higher power price
forecasts. Its power response assets have experienced higher
running hours driven by the UK's power generation capacity
constraints.
Attero has sold its power output at increased prices and
recontracted several waste supply contracts at increased gate fees
and for longer periods, resulting in a value increase of GBP32
million.
DNS:NET experienced a value reduction of GBP20 million due to
delays in the projected build-out of its fibre network.
The movement in foreign exchange rates generated an GBP86
million gain in the period (September 2021: GBP12 million). This
was partially offset by a loss on the movement in the value of
derivatives of GBP81 million (September 2021: loss of GBP8
million). The foreign exchange hedging programme supports our
objective to deliver steady NAV growth for shareholders by reducing
our exposure to fluctuations in the foreign exchange markets.
Total income was GBP72 million (September 2021: GBP56 million),
comprising portfolio income of GBP70 million and interest
receivable on vendor loan notes and cash balances of GBP2 million.
The income by portfolio company is shown in Table 1 above. The
dividend to shareholders is supported by this income, together with
non-income cash receipts of GBP26 million during the period (
September 2021: less than GBP0.5 million ). These non-income cash
receipts reflect distributions from underlying portfolio companies,
which would usually be income to the Company, but that are instead
distributed as a repayment of investment for a variety of reasons.
While non-income cash does not form part of the total return shown
in Table 3, it is included when considering dividend coverage.
Total income and non-income cash is shown in Table 4 below.
Table 4: Total income and non-income cash ( six months to 30
September, GBPm )
2022 2021
================ ==== ====
Total income 72 56
Non-income cash 26 -
================ ==== ====
Total 98 56
================ ==== ====
Costs
Management and performance fees
During the period to 30 September 2022, the Company incurred
management fees of GBP22 million (September 2021: GBP16 million),
including a one-off GBP2 million transaction fee relating to the
commitment to the additional investment in TCR (September 2021:
GBP2 million). The year-on-year increase also reflects the higher
average value of the portfolio in the period.
The annual performance hurdle of 8% was exceeded in the first
half of the year, resulting in an accrual for a performance fee
payable of GBP9 million (September 2021: GBP15 million).
Fees payable
Fees payable on investment activities include costs for
transactions that did not reach, or have yet to reach, completion
and the reversal of costs that have successfully reached completion
and were subsequently borne by the portfolio company. For the
period to 30 September 2022, fees payable totalled less than GBP1
million (September 2021: GBP2 million).
Other operating and finance costs
Operating expenses, comprising Directors' fees, service provider
costs and other professional fees, totalled GBP2 million in the
period (September 2021: GBP2 million).
Finance costs of GBP5 million in the period (September 2021:
GBP1 million) comprised interest and arrangement and commitment
fees for the Company's GBP900 million RCF. Finance costs were
higher than in the prior period as the size of the RCF was
increased and funds were drawn in the period. The maturity of the
RCF was extended by one year in September, incurring an arrangement
fee.
Ongoing charges ratio
The ongoing charges ratio measures annual operating costs, as
disclosed in Table 5 below, against the average NAV over the
reporting period.
The Company's ongoing charges ratio is calculated in accordance
with the Association of Investment Companies ('AIC') recommended
methodology and was 1.58% for the period to 30 September 2022
(September 2021: 1.28%).
The AIC methodology does not include performance fees or finance
costs. However, the AIC recommends that the impact of performance
fees on the ongoing charges ratio is noted, where performance fees
are payable. The cost items that contributed to the ongoing charges
ratio are shown below. The ratio including the performance fee
accrual was 1.89% (September 2021: 1.90%).
Table 5: Ongoing charges ( six months to 30 September ,
annualised GBPm )
2022 2021
============================= ===== =====
Investment Manager's fee 40.9 28.6
Auditor's fee 0.6 0.5
Directors' fees and expenses 0.4 0.4
Other ongoing costs 2.4 2.3
============================= ===== =====
Total ongoing charges 44.3 31.8
============================= ===== =====
Ongoing charges ratio 1.58% 1.28%
============================= ===== =====
Balance sheet
The NAV at 30 September 2022 was GBP2,905 million (March 2022:
GBP2,704 million). The principal components of the NAV are the
portfolio assets, cash holdings, the fair value of derivative
financial instruments, borrowings and other net assets and
liabilities. A summary balance sheet is shown in Table 6.
Table 6: Summary balance sheet (GBPm)
As at 30 September 2022 As at 31 March 2022
=============================================================== ======================= ===================
Portfolio assets 3,321 2,873
Cash balances 29 17
Derivative financial instruments (70) 8
Borrowings (330) (231)
Other net assets (including vendor loan notes) and liabilities (45) 37
=============================================================== ======================= ===================
NAV 2,905 2,704
--------------------------------------------------------------- ----------------------- -------------------
Cash is principally held in AAA-rated money market funds. The
Company has a GBP900 million RCF in order to maintain a good level
of liquidity for further investment while minimising returns
dilution from holding excess cash balances. At 30 September 2022,
GBP330 million of the facility was drawn, leaving GBP570 million
available in the facility. Following completion of the further
investment in TCR for GBP338 million, GBP232 million remains
available. In September, the RCF maturity date was extended by a
year to November 2025.
Derivative financial instruments reflects the foreign exchange
hedging programme described previously.
Other net assets and liabilities predominantly comprise a
performance fee accrual of GBP47 million (March 2022:GBP64
million), including amounts relating to prior year fees. The
movement from March 2022 is due to an increase in the performance
fee payable of GBP9 million, following the outperformance in the
period. GBP26 million of prior year performance fees were paid
during the period. The vendor loan note of GBP98 million included
as an asset within other net assets at March 2022 was redeemed in
July 2022.
NAV per share
The total NAV per share at 30 September 2022 was 325.8 pence
(March 2022: 303.3 pence). This reduces to 320.2 pence (March 2022:
298.1 pence) after the payment of the interim dividend of 5.575
pence (March 2022: final dividend of 5.225 pence).
Dividend
The Board has announced an interim dividend for the period of
5.575 pence per share, or GBP50 million in aggregate (September
2021: 5.225 pence; GBP47 million). This is half of the Company's
target full-year dividend for FY23 of 11.15 pence per share. The
Board is designating 5.4 pence of the 5.575 pence interim dividend
payable as an interest distribution.
Alternative Performance Measures ('APMs')
We assess our performance using a variety of measures that are
not specifically defined under IFRS and are therefore termed APMs.
The APMs that we use may not be directly comparable with those used
by other companies. The table below defines our APMs and should be
read in conjunction with the Annual report and accounts 2022.
APM Purpose Calculation Reconciliation to IFRS
Total return on opening NAV A measure of the overall It is calculated as the The calculation uses IFRS
financial performance of total return of GBP247 measures.
the Company. million, as shown in the
Statement of comprehensive
income, as a percentage of
the opening NAV of GBP2,704
million net of the final
dividend for
the previous year of GBP46
million.
============================ ============================ ============================
NAV per share A measure of the NAV per It is calculated as the NAV The calculation uses IFRS
share in the Company. of GBP2,905 million divided measures and is set out in
by the total number of Note 7 to the accounts.
shares in issue
at the balance sheet date
of 891.4 million.
============================ ============================ ============================
Total income and non-income A measure of the income and It is calculated as the Total income uses the IFRS
cash other cash receipts by the total income from the measures Investment income
Company which support the underlying portfolio and and Interest receivable.
payment of other assets plus
expenses and dividends. non-income
cash The non-income cash, being
being the repayment of the proceeds from partial
shareholder loans or share realisations of investments
premium repayments are shown
not resulting from the in the Cash flow statement.
disposal of an underlying The realisation proceeds
portfolio asset. This is which result from a partial
shown in Table sale of an
4. underlying portfolio asset
are not included within
non-income cash.
============================ ============================ ============================
Total portfolio return A measure of the financial It is calculated as the The calculation uses
percentage performance of the total portfolio return in capital return (including
portfolio. the period of GBP285 exchange), movement in fair
million, as shown in value of derivatives,
Table 1, as a percentage of underlying portfolio
the sum of the opening income, opening portfolio
value of the portfolio and value and investment in the
investments period. The reconciliation
in, and syndication of, of all these items to IFRS
assets during the period is shown in Table 1
(excluding capitalised including in the footnotes.
interest) of GBP3,104
million.
============================ ============================ ============================
Risk review
Review of principal risks and uncertainties
The Company's approach to risk governance, the risk review
process and risk appetite is set out in the Risk report in the
Annual report and accounts 2022, which can be found on our website
www.3i-infrastructure.com .
The principal risks to the achievement of the Company's
objectives are unchanged from those reported on pages 72 to 74 of
the Annual report and accounts 2022. Developments in relation to
these principal risks during the period are outlined below.
External risks - market and competition
The recent macro environment has been volatile but, as we saw
through the Covid-19 pandemic, the portfolio has proven to be
resilient. This volatility has been more pronounced in the UK,
where the UK companies Infinis and SRL represent c.18% of the
portfolio.
During the period we have seen a rise in interest rates and
risk-free rates as central banks responded to higher inflation. At
this point we are not seeing any upward pressure on discount rates
for core-plus infrastructure investments as these tend to have
greater discount rate headroom to risk-free rates and strong
inflation protection features. The European infrastructure market
continues to experience strong demand for new investments. Private
funds with a core-plus infrastructure focused mandate have
significant amounts of dry powder and these are the Company's
primary competition for new investment. Fundraising has increased
at a faster pace than the number of funds raised, resulting in
larger fund sizes creating intense competition for suitable
infrastructure targets. There remains a risk that pricing does
change for core-plus infrastructure in the medium term.
Inflation in the UK and Europe has risen sharply in the period,
driven by rising energy costs, supply chain bottlenecks, labour and
raw material shortages and the reopening of economies from
pandemic-related lockdowns. The portfolio is positively correlated
to inflation as most portfolio companies have revenues at least
partially linked to inflation, although higher inflation may also
result in increased costs and supply chain disruption and, should
it persist, is generally bad for the economy as a whole.
Sensitivities to macroeconomic assumptions are discussed in the
Financial review and in Note 4 to the accounts.
Interest rates have increased materially in the period. There
are no material refinancing requirements in the portfolio until
2026 and over 85 % of long-term debt facilities are either hedged
or fixed rate. This mitigates the risk from further near-term
interest rate rises.
The Company is exposed to movements in sterling exchange rates
against a number of currencies, most significantly the euro. The
recent investment in GCX, which closed in September, is exposed to
US dollars. During the period, the euro appreciated c.4% against
sterling. The Company operates a hedging programme which
substantially offsets any foreign exchange movements.
Medium-term power prices have increased considerably since March
2022 driven by gas supply concerns, record carbon prices, low wind
levels and higher commodity prices, particularly for gas. This will
benefit those portfolio companies that generate electricity and
typically sell it on a forward basis in order to avoid spot market
volatility: Infinis, Attero and Valorem.
External risks - regulatory and tax
The Company's investments in Infinis, Attero and Valorem are
exposed to electricity market regulation risk.
The UK government is proposing to introduce a price cap for
renewable electricity generators, similar to proposals already
announced by the European Union. We do not expect the strike price
of the Government's proposed temporary price cap on low carbon
generators to be at a level that would materially impact Infinis
given its currently hedged position. There is also a potential risk
that political pressure could mount for an extension of the
windfall tax on oil and gas companies announced in May 2022 to
include electricity generators, but we would expect the impact on
Infinis to be largely mitigated by allowances for investment in new
renewable generation capacity.
Based on the limited information currently in the public domain,
the EUR180 per MWh price cap proposed by the European Union is not
expected to have a material impact on either Attero or Valorem.
Strategic risks
The Company manages its balance sheet and liquidity position,
actively seeking to maintain adequate liquidity to pursue
investment opportunities, without diluting shareholder returns by
holding surplus cash. At 30 September 2022, there was GBP29 million
available in cash, with drawings of GBP330 million under the RCF.
During the period the Company extended the maturity of its facility
to November 2025. In October 2022, the Company completed a further
investment in TCR of GBP338 million, funded by additional drawings
on the RCF. We expect to syndicate a portion of this further
investment in TCR in the second half of the financial year.
Statement of comprehensive income
for the six months to 30 September
Six months to Six months to
30 September 2022 30 September 2021
Notes (unaudited) (unaudited)
GBPm GBPm
------------------------------------------------------------------- ------ ------------------ ------------------
Net gains on investments 4 296 244
Investment income 70 47
Fees payable on investment activities - (2)
Interest receivable 2 3
=================================================================== ====== ================== ==================
Investment return 368 292
=================================================================== ====== ================== ==================
Movement in the fair value of derivative financial instruments (81) (8)
Management and performance fees payable 2 (31) (31)
Operating expenses (2) (2)
Finance costs (5) (1)
Exchange movements (2) -
=================================================================== ====== ================== ==================
Profit before tax 247 250
------------------------------------------------------------------- ------ ------------------ ------------------
Income taxes 3 - -
------------------------------------------------------------------- ------ ------------------ ------------------
Profit after tax and profit for the period 247 250
------------------------------------------------------------------- ------ ------------------ ------------------
Total comprehensive income for the period 247 250
------------------------------------------------------------------- ------ ------------------ ------------------
Earnings per share
Basic and diluted (pence) 7 27.7 28.0
------------------------------------------------------------------ ------ ------------------ ------------------
Statement of changes in equity
for the six months to 30 September
Stated Total
capital Retained Capital Revenue shareholders'
For the six months to 30 September 2022 account reserves reserve reserve equity
(unaudited) Notes GBPm GBPm GBPm GBPm GBPm
===================================================== ====== ======== ========= ======== ======== ==============
Opening balance at 1 April 2022 779 1,282 643 - 2,704
Total comprehensive income for the period - - 202 45 247
Dividends paid to shareholders of the Company during
the period 8 - - (1) (45) (46)
===================================================== ====== ======== ========= ======== ======== ==============
Closing balance at 30 September 2022 779 1,282 844 - 2,905
===================================================== ====== ======== ========= ======== ======== ==============
Stated Total
capital Retained Capital Revenue shareholders'
For the six months to 30 September 2021 account reserves reserve reserve equity
(unaudited) Notes GBPm GBPm GBPm GBPm GBPm
===================================================== ====== ======== ========= ======== ======== ==============
Opening balance at 1 April 2021 779 1,282 330 (1) 2,390
Total comprehensive income for the period - - 219 31 250
Dividends paid to shareholders of the Company during
the period 8 - - (14) (30) (44)
===================================================== ====== ======== ========= ======== ======== ==============
Closing balance at 30 September 2021 779 1,282 535 - 2,596
===================================================== ====== ======== ========= ======== ======== ==============
Balance sheet
as at 30 September
30 September 2022 31 March 2022
(unaudited) (audited)
Notes GBPm GBPm
===================================================== ====== ================== ==============
Assets
Non-current assets
Investments at fair value through profit or loss 4 3,321 2,873
Derivative financial instruments 4 1 6
----------------------------------------------------- ------ ------------------ --------------
Total non-current assets 3,322 2,879
===================================================== ====== ================== ==============
Current assets
Derivative financial instruments 4 11 20
Trade and other receivables 4 104
Cash and cash equivalents 29 17
===================================================== ====== ================== ==============
Total current assets 44 141
===================================================== ====== ================== ==============
Total assets 3,366 3,020
----------------------------------------------------- ------ ------------------ --------------
Liabilities
Non-current liabilities
Derivative financial instruments 4 (54) (6)
Trade and other payables (24) (38)
Loans and borrowings (330) (231)
----------------------------------------------------- ------ ------------------ --------------
Total non-current liabilities (408) (275)
===================================================== ====== ================== ==============
Current liabilities
Derivative financial instruments 4 (28) (12)
Trade and other payables (25) (29)
Total current liabilities (53) (41)
===================================================== ====== ================== ==============
Total liabilities (461) (316)
===================================================== ====== ================== ==============
Net assets 2,905 2,704
===================================================== ====== ================== ==============
Equity
Stated capital account 6 779 779
Retained reserves 1,282 1,282
Capital reserve 844 643
Revenue reserve - -
===================================================== ====== ================== ==============
Total equity 2,905 2,704
===================================================== ====== ================== ==============
Net asset value per share
Basic and diluted (pence) 7 325.8 303.3
==================================================== ====== ================== ==============
The Financial statements and related Notes were approved and
authorised for issue by the Board of Directors on 7 November 2022
and signed on its behalf by:
Richard Laing
Chair
Cash flow statement
for the six months to 30 September
Six months to Six months to
30 September 2022 30 September 2021
(unaudited) (unaudited)
GBPm GBPm
===================================================================== ================== ==================
Cash flow from operating activities
Purchase of investments (318) (169)
Proceeds from other financial assets 98 -
Proceeds from partial realisations of investments 118 8
Proceeds from full realisation of investments 105 -
Investment income(1) 18 15
Fees rebated / (paid) on investment activities 2 (1)
Operating expenses paid (2) (1)
Management and performance fees paid (50) (23)
Amounts (paid) / received on the settlement of derivative contracts (3) 6
===================================================================== ================== ==================
Net cash flow from operations (32) (165)
===================================================================== ================== ==================
Cash flow from financing activities
Fees and interest paid on financing activities (5) (1)
Dividends paid (46) (44)
Repayment of revolving credit facility (1,827) -
Drawdown of revolving credit facility 1,924 -
===================================================================== ================== ==================
Net cash flow from financing activities 46 (45)
===================================================================== ================== ==================
Change in cash and cash equivalents 14 (210)
Cash and cash equivalents at the beginning of the period 17 462
Effect of exchange rate movement (2) -
===================================================================== ================== ==================
Cash and cash equivalents at the end of the period 29 252
===================================================================== ================== ==================
1 Investment income includes dividends of GBP1 million (September 2021: GBP2 million) and interest
of GBP17 million (September 2021: GBP13 million) received from portfolio assets held directly
by the Company.
Accounting policies
Basis of preparation
These financial statements are the unaudited Half-yearly
condensed financial statements (the 'Half-yearly Financial
Statements') of 3i Infrastructure plc (the 'Company'), a company
incorporated and registered in Jersey for the six-month period
ended 30 September 2022.
The Half-yearly Financial Statements have been prepared in
accordance with International Accounting Standard 34 Interim
Financial Reporting ('IAS 34'). The accounting policies are
consistent with those set out in the Annual report and accounts
2022 and those which we expect to adopt for the Annual report and
accounts 2023, which will be prepared in accordance with United
Kingdom adopted international accounting standards. They should be
read in conjunction with the financial statements for the year to
31 March 2022, as they provide an update of previously reported
information. The financial statements are prepared on a going
concern basis, as the Directors are satisfied that the Company has
the resources to continue in business for the foreseeable future.
In making this assessment, the Directors have considered a wide
range of information relating to present and future conditions,
including future projections of profitability and cash flows. The
key factors likely to affect the Company's ability to continue as a
going concern were set out in the Annual report and Accounts 2022.
The Company is in a strong position in relation to its ability to
continue to operate and the Company has sufficient resources to
meet its ongoing needs. At 30 September 2022, the Company's
liquidity totalled GBP599 million (March 2022: GBP786 million).
Liquidity comprised cash and deposits of GBP29 million (March 2022:
GBP17 million) and undrawn facilities of GBP570 million (March
2022: GBP769 million) with a maturity date of November 2025. Income
and non-income cash is expected to be received from the portfolio
investments during the coming year, a portion of which will be
required to support the payment of the dividend target and the
Company's other financial commitments, including the acquisition of
the remaining stake in TCR.
The Half-yearly Financial Statements were authorised for issue
by the Directors on 7 November 2022.
The Half-yearly Financial Statements do not constitute statutory
accounts. The Financial Statements for the year to 31 March 2022,
prepared in accordance with United Kingdom adopted International
Financial Reporting Standards ('IFRS') and International Accounting
Standards, and on which the auditors issued a report, which was
unqualified, have been filed with the Jersey Financial Services
Commission.
Key judgements and sources of estimation uncertainties
The preparation of the Half-yearly Financial Statements in
conformity with IFRS requires the Board to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on
historical experience and other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about the carrying values of assets
and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
All judgements used in the preparation of the Half-yearly Financial
Statements are consistent with those stated in the Annual report
and accounts 2022.
The key area where estimates are significant to the Half-yearly
Financial Statements and have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities in future periods is in the valuation of the investment
portfolio. The majority of assets in the investment portfolio are
valued on a discounted cash flow basis which requires assumptions
to be made regarding future cash flows and the discount rate to be
applied to these cash flows. The portfolio is well diversified by
sector, geography and underlying risk exposures. The valuation of
each asset has significant estimation in relation to asset specific
items and the potential impact of macroeconomic factors such as
near-term power price expectations, inflation and supply shortages.
The key risks to the portfolio are discussed in further detail in
the Risk review section. A key focus of the portfolio valuations at
30 September 2022 was an assessment of the impact of the
macroeconomic environment on the operational and financial
performance of each portfolio company. In particular this focused
on increasing inflationary pressures, tightening debt markets,
volatility in power prices and ongoing geopolitical uncertainties.
We have incorporated into our cash flow forecasts a balanced view
of future income receipts and expenses.
Notes to the accounts
1 Operating segments
The Directors review information on a regular basis that is
analysed by portfolio segment: being Economic Infrastructure
businesses, the Projects portfolio and the India fund, and by
geography. These segments are reviewed for the purpose of resource
allocation and the assessment of their performance. In accordance
with IFRS 8, the segmental information provided below uses these
segments for the analysis of results as it is the most closely
aligned with IFRS reporting requirements. The Company is an
investment holding company and does not consider itself to have any
customers.
The following is an analysis of the Company's investment return,
profit before tax, assets, liabilities and net assets by portfolio
segment for the six months to 30 September 2022:
Economic
Infrastructure Projects India
For the six months to 30 September 2022 businesses portfolio Fund Unallocated (1) Total
(unaudited) GBPm GBPm GBPm GBPm GBPm
========================================= =============== ========== ====== ================ ======
Investment return 363 3 - 2 368
========================================= =============== ========== ====== ================ ======
Profit/(loss) before tax 283 2 - (38) 247
========================================= =============== ========== ====== ================ ======
Economic
Infrastructure Projects India
For the six months to 30 September 2021 businesses portfolio Fund Unallocated (1) Total
(unaudited) GBPm GBPm GBPm GBPm GBPm
========================================= =============== ========== ====== ================ ======
Investment return 280 6 3 3 292
========================================= =============== ========== ====== ================ ======
Profit/(loss) before tax 272 6 3 (31) 250
========================================= =============== ========== ====== ================ ======
As at 30 September 2022
(unaudited)
==========================================================
Assets 3,333 - - 33 3,366
========================== ====== ====== ======
Liabilities (82) - - (379) (461)
========================== ====== ====== ======
Net assets/(liabilities) 3,251 - - (346) 2,905
========================== ====== ====== ======
As at 31 March 2022 (audited)
============================================================
Assets 2,796 105 - 119 3,020
========================== ====== ==== ====== ======
Liabilities (18) (1) - (297) (316)
========================== ====== ==== ====== ======
Net assets/(liabilities) 2,778 104 - (178) 2,704
========================== ====== ==== ====== ======
1 Unallocated includes cash, management and performance fees payable and other payables and
receivables (including drawings on the RCF) which are not directly attributable to the investment
portfolio.
The following is an analysis of the Company's investment return,
profit before tax, assets, liabilities and net assets by geography
for the six months to 30 September 2022:
For the six months to 30 September 2022 UK and Ireland(1) Europe(2) Asia Total
(unaudited) GBPm GBPm GBPm GBPm
========================================= ================== ========== ===== ======
Investment return 82 286 - 368
========================================== ================== ========== ===== ======
Profit/(loss) before tax 24 223 - 247
========================================== ================== ========== ===== ======
For the six months to 30 September 2021 UK and Ireland(1) Europe(2) Asia Total
(unaudited) GBPm GBPm GBPm GBPm
========================================= ================== ========== ===== ======
Investment return 15 274 3 292
========================================== ================== ========== ===== ======
Profit/(loss) before tax (19) 266 3 250
========================================== ================== ========== ===== ======
As at 30 September 2022
(unaudited)
========================= ====== ====== ======
Assets 953 2,413 - 3,366
========================== ====== ====== ======
Liabilities (379) (82) - (461)
========================== ====== ====== ======
Net assets 574 2,331 - 2,905
========================== ====== ====== ======
As at 31 March 2022 (audited)
------------------------------- ------ ------ ------
Assets 653 2,367 - 3,020
================================ ====== ====== ======
Liabilities (298) (18) - (316)
================================ ====== ====== ======
Net assets 355 2,349 - 2,704
================================ ====== ====== ======
1 Including Channel Islands. All centrally incurred costs have been deemed to be incurred in
the UK and Ireland while recognising these costs support allocations across geographies.
2 Continental Europe includes all returns generated from, and investment portfolio value relating
to, the Company's investment in Oystercatcher, including those derived from its underlying
business in Singapore.
The Company generated 22% (September 2021: 5%) of its investment
return in the period from investments held in the UK and Ireland,
78% (September 2021: 94%) from investments held in continental
Europe and none from investments held in India (September 2021:
1%). During the period, the Company generated 99% (September 2021:
97%) of its investment return from investments in Economic
Infrastructure businesses, 1% (September 2021: 2%) from investments
in Projects and none (September 2021: 1%) from its investment in
the India Fund. Given the nature of the Company's operations, the
Company is not considered to be exposed to any operational
seasonality or cyclicality that would impact the financial results
of the Company during the period or the financial position of the
Company at 30 September 2022.
2 Management and performance fees payable
Six months to Six months to
30 September 2022 30 September 2021
(unaudited) (unaudited)
GBPm GBPm
================= ================== ==================
Management fee 22 16
Performance fee 9 15
================= ================== ==================
31 31
================= ================== ==================
Total management and performance fees payable by the Company for
the period to 30 September 2022 were GBP31 million (September 2021:
GBP31 million). Note 9 provides further details on the calculation
of the management fee and performance fee.
3 Income taxes
Six months to Six months to
30 September 2022 30 September 2021
(unaudited) (unaudited)
GBPm GBPm
================================================================= ================== ==================
Current taxes
Current year - -
================================================================= ================== ==================
Total income tax charge in the Statement of comprehensive income - -
================================================================= ================== ==================
Reconciliation of income taxes in the Statement of comprehensive
income
The Company is a UK tax resident approved investment trust. The
tax charge for the period is different from the standard rate of
corporation tax in the UK, currently 19% (2021: 19%), and the
differences are explained below:
Six months to Six months to
30 September 30 September
2022 2021
GBPm GBPm
==================================================================================== ============== ==============
Profit before tax 247 250
Profit before tax multiplied by rate of corporation tax in the UK of 19% (2021:
19%) 47 47
Effects of:
Non-taxable capital profits due to UK approved investment trust company status (40) (44)
Dividends designated as interest distribution (9) (3)
Brought forward losses (1) -
Temporary differences on which deferred tax is not recognised 3 -
=================================================================================== ============== ==============
Total income tax charge in the Statement of comprehensive income - -
==================================================================================== ============== ==============
The Company's affairs are directed so as to allow it to meet the
requisite conditions to continue to operate as an approved
investment trust company for UK tax purposes. The approved
investment trust status allows certain capital profits of the
Company to be exempt from tax in the UK and also permits the
Company to designate the dividends it pays, wholly or partly, as
interest distributions. These features enable approved investment
trust companies to ensure that their investors do not ultimately
suffer double taxation of their investment returns, i.e. once at
the level of the investment fund vehicle and then again in the
hands of the investors.
4 Investments at fair value through profit or loss and financial
instruments
All financial instruments for which fair value is recognised or
disclosed are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level Fair value input description Financial instruments
======== ================================================================= =========================================
Level 1 Quoted prices (unadjusted and in active markets) Quoted equity investments
Level 2 Inputs other than quoted prices included in Level 1 that are Derivative financial instruments held at
observable in the market either fair value
directly (i e. as prices) or indirectly (ie. derived from
prices)
Level 3 Inputs that are not based on observable market data Unquoted investments and unlisted funds
======== ================================================================= =========================================
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by
reassessing the categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) for
each reporting period.
The table below shows the classification of financial
instruments held at fair value into the fair value hierarchy at 30
September 2022. For all other assets and liabilities, their
carrying value approximates to fair value. During the period ended
30 September 2022, there were no transfers of financial instruments
between levels of the fair value hierarchy (March 2022: none).
Trade and other receivables on the Balance sheet includes GBP3
million of deferred finance costs relating to the arrangement fee
for the revolving credit facility (March 2022: GBP2 million). This
has been excluded from the table below as it is not categorised as
a financial instrument.
Financial instruments classification
As at 30 September 2022
(unaudited)
-------------------------------------------------- -------------------------------------
Level 1 Level 2 Level 3 Total
GBPm GBPm GBPm GBPm
-------------------------------------------------- --------- -------- -------- ------
Financial assets
Investments at fair value through profit or loss - - 3,321 3,321
Trade and other receivables - 1 - 1
Derivative financial instruments - 12 - 12
-------------------------------------------------- --------- -------- -------- ------
- 13 3,321 3,334
------------------------------------------------------------ -------- -------- ------
Financial liabilities
Derivative financial instruments - (82) - (82)
-------------------------------------------------- --------- -------- -------- ------
- (82) - (82)
------------------------------------------------------------ -------- -------- ------
As at 31 March 2022
(audited)
-------------------------------------------------- -------------------------------------
Level 1 Level 2 Level 3 Total
GBPm GBPm GBPm GBPm
-------------------------------------------------- --------- -------- -------- ------
Financial assets
Investments at fair value through profit or loss - - 2,873 2,873
Trade and other receivables - 102 - 102
Derivative financial instruments - 26 - 26
-------------------------------------------------- --------- -------- -------- ------
128 2,873 3,001
------------------------------------------------------------ -------- -------- ------
Financial liabilities
Derivative financial instruments - (18) - (18)
-------------------------------------------------- --------- -------- -------- ------
- (18) - (18)
------------------------------------------------------------ -------- -------- ------
Reconciliation of financial instruments categorised within Level
3 of fair value hierarchy
As at 30 September 2022
(unaudited)
Level 3 fair value reconciliation GBPm
==================================================== ========================
Opening fair value 2,873
Additions 342
Disposal proceeds and repayment (217)
Movement in accrued income 27
Fair value movement (including exchange movements) 296
==================================================== ========================
Closing fair value 3,321
==================================================== ========================
As at 31 March 2022
(audited)
Level 3 fair value reconciliation GBPm
==================================================== ====================
Opening fair value 1,804
Additions 816
Disposal proceeds and repayment (148)
Movement in accrued income 17
Fair value movement (including exchange movements) 384
==================================================== ====================
Closing fair value 2,873
==================================================== ====================
All unrealised movements on investments and foreign exchange
movements are recognised in profit or loss in the Statement of
comprehensive income during the period and are attributable to
investments held at the end of the period.
The holding period of the investments in the portfolio is
expected to be greater than one year. Therefore, investments are
classified as non-current unless there is an agreement to dispose
of the investment within one year and all relevant regulatory
approvals have been received. It is not possible to identify with
certainty where any investments may be sold within one year.
Investment income of GBP70 million (September 2021: GBP47
million) comprises dividend income of GBP1 million (September 2021:
GBP2 million) and interest income of GBP69 million (September 2021:
GBP45 million).
Unquoted investments
The Company invests in private companies which are not quoted on
an active market. These are measured in accordance with the
International Private Equity Valuation guidelines with reference to
the most appropriate information available at the time of
measurement. Further information regarding the valuation of
unquoted investments can be found in the Portfolio valuation
methodology section.
The Company's policy is to fair value both the equity and
shareholder debt investments in infrastructure assets together
where they will be managed and valued as a single investment, were
invested at the same time and cannot be realised separately. The
Directors consider that equity and debt share the same
characteristics and risks and they are therefore treated as a
single unit of account for valuation purposes and a single class
for disclosure purposes. As at 30 September 2022, the fair value of
unquoted investments was GBP3,321 million (March 2022: GBP2,873
million). Individual portfolio asset valuations are shown in Table
1 in the Financial review section.
The majority of the assets held within Level 3 are valued on a
discounted cash flow basis; hence, the valuations are sensitive to
the discount rate assumed in the valuation of each asset. Other
significant unobservable inputs include the long-term inflation
rate assumption, the interest rates assumption used to project the
future cash flows and the forecast cash flows themselves.
The fair value of the investments is sensitive to changes in the
macroeconomic assumptions used as part of the portfolio valuation
process. As part of its analysis, the Board has considered the
potential impact of a change in a number of the macroeconomic
assumptions used in the valuation process. By considering these
potential scenarios, the Board is well positioned to assess how the
Company is likely to perform if affected by variables and events
that are inherently outside of the control of the Board and the
Investment Manager.
Increasing the discount rate used in the valuation of each asset
by 1% would reduce the value of the portfolio by GBP306 million
(March 2022: GBP258 million). Decreasing the discount rate used in
the valuation of each asset by 1% would increase the value of the
portfolio by GBP352 million (March 2022: GBP297 million).
The majority of assets held within Level 3 have revenues that
are linked, partially linked or in some way correlated to
inflation. The long-term CPI assumption for the country of domicile
of the investments in the portfolio is 2.0% (March 2022: 2.0%). The
long-term RPI assumption for UK assets is 2.5% (March 2022: 2.5%).
Changing the inflation rate assumption may result in consequential
changes to other assumptions used in the valuation of each asset.
The impact of increasing the inflation rate assumption by 1% for
the next two years would be to increase the value of the portfolio
by GBP37 million (March 2022: GBP43 million). Decreasing the
inflation rate assumption used in the valuation of each asset by 1%
for the next two years would decrease the value of the portfolio by
GBP37 million (March 2022: GBP46 million). The impact of increasing
the inflation rate assumption by 1% across our full projection
periods would be to increase the value of the portfolio by GBP259
million. Decreasing the inflation rate assumption used in the
valuation of each asset by 1% across our full projection periods
would decrease the value of the portfolio by GBP235 million.
The valuations are sensitive to changes in interest rates, which
may result from: (i) unhedged existing borrowings within portfolio
companies; (ii) interest rates on uncommitted future borrowings
assumed within the asset valuations; and (iii) cash deposits held
by portfolio companies. These comprise a wide range of interest
rates from short-term deposit rates to longer-term borrowing rates
across a broad range of debt products. Increasing the cost of
borrowing assumption for unhedged borrowings and any future
uncommitted borrowing and the cash deposit rates used in the
valuation of each asset by 1% would reduce the value of the
portfolio by GBP134 million (March 2022: GBP158 million).
Decreasing the interest rate assumption used in the valuation of
each asset by 1% would increase the value of the portfolio by
GBP141 million (March 2022: GBP156 million). This calculation does
not take account of any offsetting variances which may be expected
to prevail if interest rates changed, including the impact of
inflation discussed above.
Intermediate holding companies
The Company invests in a number of intermediate holding
companies that are used to hold the unquoted investments, valued as
referred to above. All other assets and liabilities of the
intermediate holding companies are held either at fair value or at
a reasonable approximation to fair value. The fair value of these
intermediate holding companies therefore approximates to their NAV
and the Company classifies the fair value as Level 3. As at 30
September 2022, the fair value of the other assets and liabilities
within these intermediate holding companies was less than GBP1
million (March 2022: less than GBP1 million).
Over-the-counter derivatives
The Company uses over-the-counter foreign currency derivatives
to hedge foreign currency movements. The derivatives are held at
fair value which represents the price that would be received to
sell or transfer the instruments at the balance sheet date. The
valuation technique incorporates various inputs including foreign
exchange spot and forward rates and uses present value
calculations. For these financial instruments, significant inputs
into models are market observable and are included within Level
2.
Valuation process for Level 3 valuations
The valuations on the Balance sheet are the responsibility of
the Board of Directors of the Company. The Investment Manager
provides a valuation of unquoted investments, debt and unlisted
funds held by the Company on a half-yearly basis. This is performed
by the valuation team of the Investment Manager and reviewed by the
valuation committee of the Investment Manager. The valuations are
also subject to quality assurance procedures performed within the
valuation team. The valuation team verifies the major inputs
applied in the latest valuation by agreeing the information in the
valuation computation to relevant documents and market information.
The valuation committee of the Investment Manager considers the
appropriateness of the valuation methods and inputs, and may
request that alternative valuation methods are applied to support
the valuation arising from the method chosen. On a half-yearly
basis, the Investment Manager presents the valuations to the Board.
This includes a discussion of the major assumptions used in the
valuations, with an emphasis on the more significant investments
and investments with significant fair value changes. Any changes in
valuation methods are discussed and agreed with the Audit and Risk
Committee before the valuations on the Balance sheet are approved
by the Board.
5 Loans and borrowings
The Company had a GBP900 million revolving credit facility
('RCF') at 30 September 2022. In September 2022, the maturity of
the RCF was extended to 3 November 2025. The Company has the right
to extend the RCF by a further year provided that existing lenders
consent.
The RCF is secured by a floating charge over the bank accounts
of the Company. Interest is payable at SONIA plus a fixed margin on
the drawn amount. As at 30 September 2022, the Company had GBP330
million of drawings under the RCF (March 2022: GBP231 million). The
RCF has certain loan covenants, including a loan to value
ratio.
There was no change in total financing liabilities for the
Company during the period as the cash flows relating to the
financing liabilities were equal to the income statement expense.
Accordingly, no reconciliation between the movement in financing
liabilities and the cash flow statement has been presented.
6 Issued capital
As at 30 September 2022 As at 31 March 2022
(unaudited) (audited)
Number GBPm Number GBPm
================= ================ ======== ============== ======
Authorised, issued and fully paid
Opening balance 891,434,010 1,496 891,434,010 1,496
================= ================ ======== ============== ======
Closing balance 891,434,010 1,496 891,434,010 1,496
================= ================ ======== ============== ======
Aggregate issue costs of GBP24 million arising from IPO and
subsequent share issues have been offset against the stated capital
account in previous years. In addition, the stated capital account
was reduced by Court order on 20 December 2007 with an amount of
GBP693 million transferred to a new, distributable reserve which
has been combined with retained reserves in these accounts.
Therefore, as at 30 September 2022, the residual value on the
stated capital account was GBP779 million.
7 Per share information
The earnings and net assets per share attributable to the equity
holders of the Company are based on the following data:
Six months to Six months to
30 September 2022 30 September 2021
(unaudited) (unaudited)
============================================ ================== ====================
Earnings per share (pence)
Basic and diluted 27.7 28.0
============================================ ================== ====================
Earnings (GBPm)
Profit after tax for the period 247 250
============================================ ================== ====================
Number of shares (million)
Weighted average number of shares in issue 891.4 891.4
============================================ ================== ====================
As at As at
30 September 31 March
2022 2022
(unaudited) (audited)
============================== ============= ==========
Net assets per share (pence)
Basic and diluted 325.8 303.3
Net assets (GBPm)
Net assets 2,905 2,704
============================== ============= ==========
8 Dividends
As at 30 September 2022 As at 30 September 2021
(unaudited) (unaudited)
=================================================== ========================== ==========================
Declared and paid during the period pence per share GBPm pence per share GBPm
--------------------------------------------------- ------------------- ----- ------------------- -----
Prior year final dividend paid on ordinary shares 5.225 46 4.9 44
=================================================== =================== ===== =================== =====
The Company proposes paying an interim dividend of 5.575 pence
per share (September 2021: 5.225 pence) which will be payable to
those shareholders that are on the register on 25 November 2022. On
the basis of the shares in issue at 30 September 2022, this would
equate to a total interim dividend of GBP50 million (September
2021: GBP46 million). The designation of a portion of the dividend
as an interest distribution is described in the Information for
shareholders section.
9 Related parties
Transactions between the Company and 3i Group
3i Group plc ('3i Group') holds 30.2% (March 2022: 30.2%) of the
ordinary shares of the Company. This classifies
3i Group as a 'substantial shareholder' of the Company as
defined by the Listing Rules. During the period, 3i Group received
dividends of GBP14 million (September 2021: GBP13 million) from the
Company.
In 2007 the Company committed US$250 million to the 3i India
Infrastructure Fund (the 'India Fund') to invest in the Indian
infrastructure market. 3i Group also committed US$250 million to
the India Fund. The India Fund has reached the end of its life and
moved into liquidation and the outstanding commitment is no longer
callable. Therefore, no commitments were drawn down by the India
Fund from the Company during the period (September 2021: nil).
3i Investments plc, a subsidiary of 3i Group, is the Company's
Alternative Investment Fund Manager and provides its services under
an Investment Management Agreement ('IMA'). 3i Investments plc also
acts as the investment manager of the India Fund. 3i plc, another
subsidiary of 3i Group, together with 3i Investments plc, provides
support services to the Company (which are ancillary and related to
the investment management service) which it is doing pursuant to
the terms of the IMA.
Fees under the IMA consist of a tiered management fee and time
weighting of the management fee calculation and a one-off
transaction fee of 1.2% payable in respect of new investments. The
applicable tiered rates are shown in the table below. The
management fee is payable quarterly in advance.
Gross investment value Applicable tier rate
======================== =====================
Up to GBP1.25bn 1.4%
GBP1.25bn to GBP2.25bn 1.3%
Above GBP2.25bn 1.2%
======================== =====================
For the period to 30 September 2022, GBP22 million (September
2021: GBP16 million) was payable and advance payments of GBP22
million were made resulting in no amount due to 3i plc at 30
September 2022 (March 2022: GBP1 million due to 3i plc). In
consideration of the provision of support services under the IMA,
the Company pays the Investment Manager an annual fee of GBP1
million. The cost for the support services incurred for the period
to 30 September 2022 was GBP0.5 million (September 2021: GBP0.5
million). There was no outstanding balance payable as at 30
September 2022 (March 2022: nil).
Under the IMA, a performance fee is payable to the Investment
Manager equal to 20% of the Company's total return in excess of 8%,
payable in three equal annual instalments. The second and third
instalments will only be payable if either (a) the Company's
performance in the year in which that instalment is paid also
triggers payment of a performance fee in respect of that year, or
(b) if the Company's performance over the three years starting with
the year in which the performance fee is earned exceeds the 8%
hurdle on an annual basis.
The performance hurdle requirement was exceeded for the period
to 30 September 2022 and therefore a performance fee accrual of
GBP9 million was recognised (September 2021: GBP15 million). The
outstanding balance payable as at 30 September 2022 was GBP47
million (March 2022: GBP64 million), which includes the second and
third instalments of the FY22 fee and the third instalment of the
FY21 fee.
Year Performance fee Outstanding balance Payable for FY23
(GBPm) at 30 September (GBPm)
2022 (GBPm)
====== ================ ==================== =================
FY23 9 9 3
FY22 54 36 18
FY21 7 2 2
====== ================ ==================== =================
Under the IMA, the Investment Manager's appointment may be
terminated by either the Company or the Investment Manager giving
the other not less than 12 months' notice in writing, unless 3i
Investments plc has previously ceased to be a member of 3i Group,
or with immediate effect by either party giving the other written
notice in the event of insolvency or material or persistent breach
by the other party. The Investment Manager may also terminate the
agreement on two months' notice given within two months of a change
of control of the Company.
Independent review report to 3i Infrastructure plc
Conclusion
We have been engaged by 3i Infrastructure plc ('the Company') to
review the condensed set of financial statements in the Half-yearly
financial report for the six months ended 30 September 2022 which
comprises the Statement of comprehensive income, the Statement of
changes in equity, the Balance sheet, the Cash flow statement, the
accounting policies section and related notes 1 to 9.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
September 2022 is not prepared, in all material respects, in
accordance with United Kingdom adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council for use in the
United Kingdom (ISRE (UK) 2410). A review of interim financial
information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in the accounting policies, the Annual financial
statements of the Company are prepared in accordance with United
Kingdom adopted international accounting standards. The condensed
set of financial statements included in this Half-yearly financial
report has been prepared in accordance with United Kingdom adopted
International Accounting Standard 34, "Interim Financial
Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
Conclusion section of this report, nothing has come to our
attention to suggest that the Directors have inappropriately
adopted the going concern basis of accounting or that the Directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410; however future events or conditions
may cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The Directors are responsible for preparing the Half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the Half-yearly financial report, the Directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the Half-yearly financial report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statements in the Half-yearly financial
report. Our Conclusion, including our Conclusion Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with
ISRE (UK) 2410. Our work has been undertaken so that we might state
to the Company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company, for our review work, for this
report, or for the conclusions we have formed.
Deloitte LLP
London, United Kingdom
Date: 7 November 2022
Notes
1 Legislation in Jersey governing the preparation and dissemination of condensed financial statements
may differ from legislation in other jurisdictions.
Statement of Directors' responsibilities
The Directors, who are required to prepare the financial
statements on a going concern basis unless it is not appropriate,
are satisfied that the Company has the resources to continue in
business for the foreseeable future
and that the financial statements continue to be prepared on a
going concern basis.
The Directors confirm to the best of their knowledge that:
-- the condensed set of financial statements have been prepared
in accordance with IAS 34 'Interim Financial Reporting' as adopted
by the United Kingdom;
-- the Half-yearly report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Company's performance ; and
-- the Half-yearly report includes a fair review of the
information required by the FCA's Disclosure and Transparency Rules
(4.2.7 R and 4.2.8 R).
The Directors of 3i Infrastructure plc and their functions are
listed below.
By order of the Board
Richard Laing
Chair
7 November 2022
Board of Directors and their functions
Richard Laing
Non-executive Chair and chair of the Nomination Committee, Disclosure Committee and the Management
Engagement Committee.
Doug Bannister
Independent Non-executive Director.
Wendy Dorman
Independent Non-executive Director and chair of the Audit and Risk Committee.
Stephanie Hazell
Independent Non-executive Director.
Samantha Hoe-Richardson
Independent Non-executive Director.
Ian Lobley
Non-executive Director.
Paul Masterton
Senior Independent Director and chair of the Remuneration Committee.
Investment policy
The Company aims to build a diversified portfolio of equity
investments in entities owning infrastructure businesses and
assets. The Company seeks investment opportunities globally, but
with a focus on Europe, North America and Asia.
The Company's equity investments will often comprise share
capital and related shareholder loans (or other financial
instruments that are not shares but that, in combination with
shares, are similar in substance). The Company may also invest in
junior or mezzanine debt in infrastructure businesses or
assets.
Most of the Company's investments are in unquoted companies.
However, the Company may also invest in entities owning
infrastructure businesses and assets whose shares or other
instruments are listed on any stock exchange, irrespective of
whether they cease to be listed after completion of the investment,
if the Directors judge that such an investment is consistent with
the Company's investment objectives. The Company will, in any case,
invest no more than 15% of its total gross assets in other
investment companies or investment trusts which are listed on the
Official List.
The Company may also consider investing in other fund structures
(in the event that it considers, on receipt of advice from the
Investment Manager, that that is the most appropriate and effective
means of investing), which may be advised or managed either by the
Investment Manager or a third party. If the Company invests in
another fund advised or managed by 3i Group, the relevant
proportion of any advisory or management fees payable by the
investee fund to 3i plc will be deducted from the annual management
fee payable under the Investment Management Agreement and the
relevant proportion of any performance fee will be deducted from
the annual performance fee, if payable, under the Investment
Management Agreement. For the avoidance of doubt, there will be no
similar set-off arrangement where any such fund is advised or
managed by a third party.
For most investments, the Company seeks to obtain representation
on the board of directors of the investee company (or equivalent
governing body) and in cases where it acquires a majority equity
interest in a business, that interest may also be a controlling
interest.
No investment made by the Company will represent more than 25%
of the Company's gross assets, including cash holdings, at the time
of the making of the investment. It is expected that most
individual investments will exceed GBP50 million. In some cases,
the total amount required for an individual transaction may exceed
the maximum amount that the Company is permitted to commit to a
single investment. In such circumstances, the Company may consider
entering into co-investment arrangements with 3i Group (or other
investors who may also be significant shareholders), pursuant to
which 3i Group and its subsidiaries (or such other investors) may
co-invest on the same financial and economic terms as the Company.
The suitability of any such co-investment arrangements will be
assessed on a transaction-by-transaction basis. Depending on the
size of the relevant investment and the identity of the relevant
co-investor, such a co-investment arrangement may be subject to the
related party transaction provisions contained in the Listing Rules
and may therefore require shareholder consent.
The Company's Articles require its outstanding borrowings,
including any financial guarantees to support subsequent
obligations, to be limited to 50% of the gross assets of the
Company (valuing investments on the basis included in the Company's
accounts).
In accordance with Listing Rules requirements, the Company will
only make a material change to its investment policy with the
approval of shareholders.
Portfolio valuation methodology
A description of the methodology used to value the investment
portfolio of the Company is set out below in order to provide more
detailed information than is included within the accounting
policies and the Financial review for the valuation of the
portfolio. The methodology complies in all material aspects with
the 'International Private Equity and Venture Capital valuation
guidelines' which are endorsed by the British Private Equity and
Venture Capital Association and Invest Europe.
Basis of valuation
Investments are reported at the Directors' estimate of fair
value at the reporting date in compliance with IFRS 13 Fair Value
Measurement. Fair value is defined as 'the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date'.
General
In estimating fair value, the Directors seek to use a
methodology that is appropriate in light of the nature, facts and
circumstances of the investment and its materiality in the context
of the overall portfolio. The methodology that is the most
appropriate may consequently include adjustments based on informed
and experience-based judgements and will also consider the nature
of the industry and market practice. Methodologies are applied
consistently from period to period except where a change would
result in a better estimation of fair value. Given the
uncertainties inherent in estimating fair value, a degree of
caution is applied in exercising judgements and making necessary
estimates.
Investments may include portfolio assets and other net
assets/liabilities balances. The methodology for valuing portfolio
assets is set out below. Any net assets/liabilities within
intermediate holding companies are valued in line with the Company
accounting policy and held at fair value or approximate to fair
value.
Quoted investments
Quoted equity investments are valued at the closing bid price at
the reporting date. In accordance with International Financial
Reporting Standards, no discount is applied for liquidity of the
stock or any dealing restrictions. Quoted debt investments will be
valued using quoted prices provided by third-party broker
information where reliable or will be held at cost less fair value
adjustments.
Unquoted investments
Unquoted investments are valued using one of the following
methodologies:
- Discounted Cash Flow ('DCF')
- Proportionate share of net assets
- Sales basis
- Cost less any fair value adjustments required
DCF
DCF is the primary basis for valuation. In using the DCF basis,
fair value is estimated by deriving the present value of the
investment using reasonable assumptions and estimation of expected
future cash flows, including contracted and uncontracted revenues,
expenses, capital expenditure, financing and taxation, and the
terminal value and date, and the appropriate risk-adjusted discount
rate that quantifies the risk inherent to the investment. The
terminal value attributes a residual value to the investee company
at the end of the projected discrete cash flow period. The discount
rate will be estimated for each investment derived from the market
risk-free rate, a risk-adjusted premium and information specific to
the investment or market sector.
Proportionate share of net assets
Where the Company has made investments into other infrastructure
funds, the value of the investment will be derived from the
Company's share of net assets of the fund based on the most recent
reliable financial information available from the fund. Where the
underlying investments within a fund are valued on a DCF basis, the
discount rate applied may be adjusted by the Company to reflect its
assessment of the most appropriate discount rate for the nature of
assets held in the fund. In measuring the fair value, the net asset
value of the fund is adjusted, as necessary, to reflect
restrictions on redemptions, future commitments, illiquid nature of
the investments and other specific factors of the fund.
Sales basis
The expected sale proceeds will be used to assign a fair value
to an asset in cases where offers have been received as part of an
investment sales process. This may either support the value derived
from another methodology or may be used as the primary valuation
basis. A marketability discount is applied to the expected sale
proceeds to derive the valuation where appropriate.
Cost less fair value adjustment
Any investment in a company that has failed or, in the view of
the Board, is expected to fail within the next 12 months, has the
equity shares valued at nil and the fixed income shares and loan
instruments valued at the lower of cost and net recoverable
amount.
Information for shareholders
Financial calendar
Ex-dividend date for interim dividend 24 November 2022
===================================== ================
Record date for interim dividend 25 November 2022
===================================== ================
Interim dividend expected to be paid 12 January 2023
===================================== ================
Full year results expected date 9 May 2023
===================================== ================
Designation of dividends as interest distributions
As an approved investment trust, the Company is permitted to
designate dividends wholly or partly as interest distributions for
UK tax purposes. Dividends designated as interest in this way are
taxed as interest income in the hands of shareholders and are
treated as tax deductible interest payments made by the Company.
The Company expects to make such dividend designations in periods
in which it is able to use the resultant tax deduction to reduce
the UK corporation tax it would otherwise pay on the interest
income it earns from its investments. The Board is designating 5.4
pence of the 5.575 pence interim dividend payable in respect of the
period as an interest distribution.
Registrars
For shareholder services, including notifying changes of
address, the Registrars' details are as follows:
Link Market Services (Jersey) Limited
PO Box 532
St. Helier
Jersey JE4 5UW
Channel Islands
Shareholder helpline: 0371 664 0300
Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 08:30 -
17:30, Monday to Friday excluding public holidays in England and
Wales. Please note that calls may be monitored or recorded for
training and quality purposes.
Email: shareholderenquiries@linkgroup.co.uk
Investor relations and general enquiries
For all investor relations and general enquiries about 3i
Infrastructure plc, please contact:
Thomas Fodor
Investor Relations
3i Infrastructure plc
16 Palace Street
London, SW1E 5JD
email: thomas.fodor@3i.com
Telephone +44 (0)20 7975 3469
or for full up-to-date investor relations information including
the latest share price, recent reports, results presentations and
financial news, please visit our investor relations website
www.3i-infrastructure.com .
If you would prefer to receive shareholder communications
electronically, including your annual reports and notices of
meetings, please go to
www.3i-infrastructure.com/investors/shareholder-centre for details
of how to register.
Frequently used Registrars' forms can be found on our website
at
www.3i-infrastructure.com/investors/shareholder-centre
3i Infrastructure plc
Registered office
12 Castle Street
St. Helier
Jersey JE2 3RT
Channel Islands
www.3i-infrastructure.com
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