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

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Presentation on theme: "1 Ekonomski Fakultet BINA ISTRA slučaj dr. sc. Dario Silić Inovativno projektno financiranje."— Presentation transcript:

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2 1 Ekonomski Fakultet BINA ISTRA slučaj dr. sc. Dario Silić Inovativno projektno financiranje

3 2 Project description PROJECT DATA End of Construction End of Concession2027 Length under Tunnel5200 Total length in Operation Length with 4 lane cross profile 145 km 30 km 145 km 100 km Number of civil engineering structures without 2A 83 Number of Interchanges18 Number of Toll plaza517 Number of Tunnels11

4 3 Ownership structure Bouygues T.P. 45% Hrvatske Autoceste 44% Ina Industrija Nafte d.d. 5% Istarska Autocesta 2.2% BINA Fincom d.d. 67% Bouygues T.P. 16% Hrvatske Autoceste 14.8% Bina Istra d.d 100% ICI Participations 6% Bina Istra Operation and Maintenance d.o.o. 100%

5 4 Organization Chart : Bina-Istra and BIOM

6 5 TrafficTraffic

7 6 Toll revenues Phase 2A4  Učka  Mirna

8 7 Toll Revenues Phase 2A4  Učka  Kanfanar-Pula

9 8 Toll Revenues Phase 2A4  SATURN suite of transportation modelling programs  Forecasting scenarios determined by the following: GDP growth Future toll levels Assumption of the willingness to pay tolls (Value of Time, “VoT”) Motorway bonus  MVA reviewed the model forecasting to produce 2 scenarios: A base case (the “Base Case”) representing the most likely forecasting scenario; and A low case (the “Banking Base Case”), the P95 forecast.  Summer-time traffic is significantly greater than traffic during other times of the year. Closed Toll System Scheduled Start Date

10 9 Financial key dates Financial closing phase 1A First payment of FC Phase 1A opened to traffic First dividends 1A Financial closing 1B and Refinancing phase 1A Phase 1B opened to traffic Financial closing 2A and Refinancing phase 1 Phase 2A1 Kanfanar Pula opened to traffic First dividends 1B Other sections 2A to be opened to traffic Swap to be renewed and dvlp of Phase 2B End of concession UBS : 87 m€ Commercial loans : 33 m€ Bonds : 210 m€ Term loan : 58m€ Synidicated loan : m€

11 10 Organization of Concession DESIGNCONSTRUCTION OPERATION AND MAINTENANCE Grantor Financing Toll Users Shareholders Concession contract Equity Facility agreement Bina Istra d.d. Croatian designers Contractor BOUYGUES T.P. BIOM doo Lenders Tolls Republic of Croatia

12 11 Phase 2A project parties scheme

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

14 13 Financial Contribution mechanism  Subsidy as difference beetwen tolls and costs  Paid by Grantor  Deficits to be covered from dividends, WCA and DSRA or DSRF DSRA DSRF Bina Istra O&M costs + Renewal Debt service Standard costs +Dividends Financial Contribution Toll revenues

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

16 15 Republic of Croatia (Grantor) Financial Contribution Finance structure €302m Tranche B €316m Tranche A €75m DSRF €28m DSRA Bouygues (Contractor) Bina Istra Toll revenues DSRA or DSRF Refinancing

17 16 Finance structure

18 17 RISK ANALYSIS

19 18 Limited Cash Shortfall Risks Traffic Permit / land acquisition FX or interest rate  The financial contribution guarantees a minimum revenue level irrespective of toll revenues  This revenue guarantee is subject to a one year catch-up mechanism (with DSRA or DSRF providing intra-year protection against cash shortfall)  The Croatian government assumes traffic risk  The financial contribution guarantees a minimum revenue level irrespective of whether permits have been awarded, land acquired, or construction begun  The Croatian government assumes land acquisition risk and ultimately permitting risk  The financial contribution guarantees a revenue level based on expected debt service costs  If debt service costs are higher than expected, guaranteed revenues are increased in the following year through the catch-up mechanism (with DSRA or DSRF intra-year protection)  The Croatian government assumes FX and interest rate risk

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

21 20 USES and SOURCES during Construction 2A USES and SOURCES during Construction 2A

22 21 Financing conditions Syndicated, Step up margins, grace period 3 y + SWAP Amount : Maturity : Interest rate : 5.38% Tr. B and 5.9% Tr A Grace period : MLAs : DSRA : Fees : M 693,5 € 2027 Swap : 4.53% Tr B and 4.96% Tr A Tail 6 months 3 years RBS, SG and ZABA Replaced by DSRF for 75.5 m€ Arranging 1%, commitment : 40% of margin TERM LOAN TERM LOAN

23 22 CONSTRUCTIONUPDATECONSTRUCTIONUPDATE CONSTRUCTION WORKS INVESTMENT CONSTRUCTION

24 Targets -Swap breackage and new swap -New Toll system (100 new employees) -Internal control procedures - Share capital reduction and Subordinated debt - IFRIC 12 - SAP B1 - Sub-phases 2A4 and 2A5 investments - Phase 2B model financing -Swap breackage and new swap -New Toll system (100 new employees) -Internal control procedures - Share capital reduction and Subordinated debt - IFRIC 12 - SAP B1 - Sub-phases 2A4 and 2A5 investments - Phase 2B model financing

25 Targets

26 25 Pictures of the year

27 26 Pictures of the year

28 27 Pictures of the year

29 28 Educational Campaign for young drivers young drivers Educational Campaign for young drivers young drivers "Shift Caution Into Gear“

30 29 Donation of Bouygues And Bina-Istra used to arrange the Car Park of the Pula General Hospital Supporting the local community

31 30 Supporting the local community Donation of the ambulance to the Pazin Health Centre

32 31 Supporting the local community The equestrian competition called “Trka na prstenac”

33 32 Supporting the local community Association of Families of Road Traffic Victims Mobile training ground project for children

34 33 Supporting the local community Charity Association “Oaza” The purchase of the equipment necessary to furbish the Family home

35 34 Supporting the local community Safe House Istria

36 35 CONCLUSION PHASE 1A : PHASE 1B : Announced as « project of the year » by Project Finance Magazine Benchmark for region for amount and maturity PHASE 2A : Benchmark for region for amount, maturity and innovative finance solution

37 36 QUESTIONS AND ANSWERS


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