INVESTING IN GLOBAL
INFRASTRUCTURE
Annual Report 2023
www.bb-gi.com
Our purpose:
to deliver social infrastructure
for healthier, safer and more
connected societies, while
creating sustainable value for
all stakeholders
Contents
Strategic report of the
Management Board
1 About BBGI
2 Financial Highlights
3 Portfolio Highlights
4 Portfolio at a Glance
7 Chair Statement
8 CEO Statement
12 Our Investment Strategy
14 Operating Model
16 Portfolio Review
20 Portfolio Snapshot: Top Ten Assets
26 Market Trends and Pipeline
29 Operating and Financial Review
33 Valuation
38 Financial Results
42 Alternative Performance Measures (‘APM’)
43 Reconciliation of Investment Basis to IFRS
44 Risk
54 Environment, Social and Governance
55 ESG Commitments and Progress
56 Responsible Investment Approach - SDGs
58 Stakeholder Engagement
60 Climate Disclosures
62 TCFD Summary Report
Corporate governance
66 Governance at a glance
68 Biographies of Directors –
Supervisory Board
70 Biographies of Directors –
Management Board
72 Board leadership and purpose
74 Division of Responsibilities
76 Composition, Succession and Evaluation
77 Nomination Committee Report
80 Audit Committee Report
84 Remuneration Committee Report
86 Remuneration at a glance
92 Viability Statement
93 Management Board Responsibilities Statement
Financial statements
94 Audit Report
98 Consolidated Income Statement
99 Consolidated Statement of Other
Comprehensive Income
100 Consolidated Statement of Financial Position
101 Consolidated Statement of Changes in Equity
102 Consolidated Statement of Cash Flows
103 Notes to the Consolidated Financial Statements
136 Audit Report
140 Company Statement of Comprehensive Income
141 Company Statement of Financial Position
142 Company Statement of Changes in Equity
143 Company Statement of Cash Flows
144 Notes to the Company Financial Statements
155 Board Members, Agents and Advisers
156 Glossary
157 Cautionary Statement
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www.bb-gi.com
Image on front cover: E18, Norway
Our purpose:
Our purpose is to deliver
social infrastructure for
healthier, safer and more
connected societies, while
creating sustainable value
for all stakeholders.
BBGI Global Infrastructure S.A. (BBGI, the ‘Company’, and together with its
consolidated subsidiaries, the ‘Group’) is a global infrastructure investment company
helping to provide responsible capital to build and maintain critical social
infrastructure
1
.
From hospitals to schools, to affordable housing and safer roads, we partner with
the public sector to deliver social infrastructure that forms the building blocks of
local economies, while creating sustainable value for all stakeholders.
About BBGI
1 Social infrastructure refers to public infrastructure assets and services. It includes education, healthcare, blue light (fire and police),
affordable housing, modern correctional facilities, clean energy and transport infrastructure assets. In exchange for providing these
assets and services, BBGI receives a revenue stream that is paid directly by the public sector.
Our vision:
We invest to serve and
connect people.
Our values:
– Trusted to deliver.
– Dependable partner.
– Investor with impact.
– Present-focused,
future-ready.
Annual Report 2023 1
Corporate governanceStrategic report of the Management Board
Financial statements
Kicking Horse Canyon, Canada
Ongoing charges
0.93%
(31 December 2022: 0.87%)
NAV per share
147.8pps
down 1.4% as at 31 December 2023
(31 December 2022: 149.9pps)
2023 dividend declared
7.93pps³
+6% increase year-on-year
2024 target dividend
8.40pps
+6% increase year-on-year
Annualised total NAV
return per share
8.6%
(FY 2022: 9.1%)
Cash dividend cover
1.40x
(FY 2022: 1.47x)
2025 target dividend
8.57pps
+2% increase year-on-year
Investment Basis NAV
£1,056.6m
down 1.2% as at 31 December 2023
(31 December 2022: £1,069.2m)
Financial Highlights
2
High-quality inflation linkage
0.5%
(FY 2022: 0.5%)
2 Refer to the Alternative Performance Measures section of this Annual Report for further details.
3 Pence per share (pps).
2 BBGI Global Infrastructure S.A.
Portfolio Highlights
Strong operational performance of our globally diversified portfolio of 56 high-quality,
100 per cent availability-style infrastructure assets.
Maintained a consistently high asset availability rate of 99.9 per cent.
Contracted high-quality inflation linkage of 0.5 per cent.
Cash receipts ahead of projections, with no material lock-ups or defaults.
6 per cent dividend growth targets for 2023 and 2024 reaffirmed.
No drawings outstanding under the Revolving Credit Facility (‘RCF’) as at 31 December
2023 and no outstanding investment commitments to finance.
No structural gearing at Group level, and, with limited exceptions only, borrowing costs
are fixed at the Portfolio Company level, providing stability and predictability. 55 of 56
projects have no refinancing risk during the concession period.
Disciplined approach to capital allocation and potential acquisitions.
Weighted average discount rate increased to 7.3 per cent from 6.9 per cent as at 31
December 2022, reflecting an equity risk premium of c. 3.7 per cent.
Hedging strategy aimed to reduce Net Asset Value (‘NAV’) foreign exchange (‘FX’)
sensitivity to c. 3 per cent for a 10 per cent movement in FX.
Internal management structure which supports alignment with our investors. Ongoing
charges of 0.93 per cent.
Focus on delivering social impact across portfolio - SFDR Article 8.
High degree of climate resilience independently confirmed across asset portfolio.
Tracking and reporting all Scope 1, Scope 2, and material Scope 3 emissions across all 56
Portfolio Companies.
Annual Report 2023 3
Corporate governanceStrategic report of the Management Board
Financial statements
Availability-style
revenue assets
100%
Regulated assets
–
Demand based
assets
–
Operations 100%
Construction
0%
Canada 35%
UK
33%
Continental Europe
13%
US
10%
Australia
9%
Transport 53%
Healthcare
21%
Blue light and
modern correctional
facilities
12%
Education
8%
3%
Affordable housing
Clean energy
2%
1%
Other
Golden Ears Bridge (CA)
Ohio River Bridges (US)
Northern Territory
Secure Facilities (AU)
A7 Motorway (DE)
A1/A6 Motorway (NL)
M1 Westlink (UK)
Women’s College Hospital (CA)
Remaining investments
McGill University Health Centre (CA)
Liverpool & Sefton Clinics (UK)
Victorian Correctional Facilities (AU)
11%
3%
10%
4%
4%
4%
3%
3%
3%
3%
52%
≥25 years
≥20 years and
<25 years
≥10 years and
<20 years
<10 years
22%
19%
52%
7%
100% 47%
≥75% and <100%
6%
≥50% and <75%
26%
<50%
21%
AAA 57%
AA+
10%
AA
33%
Investment type
100 per cent availability-style
4
revenue stream.
Investment status
Low-risk operational portfolio.
Geographical split
Geographically diversified in stable
developed countries.
Sector split
Well-diversified sector exposure with large
allocation to lower-risk availability-style road
and bridge investments.
Investment life
Long investment life with 41 per cent of
portfolio by value with a duration of greater
than or equal to 20 years; weighted average
life of 19.3 years. Average portfolio debt
maturity of 15.6 years.
Country rating
All assets located in countries with ratings
between AA and AAA
5
.
Investment ownership
79 per cent of assets by value in the portfolio
are 50 per cent owned or greater.
Top ten investments
Well-diversified portfolio with no major single
asset exposure.
4 Availability-style means revenues are paid provided the assets are available for use, so our portfolio has no exposure to demand-based or regulated investments.
5 Source: Standard & Poor’s credit ratings.
The fundamentals
Based on portfolio value as at 31 December 2023
Portfolio at a Glance
4 BBGI Global Infrastructure S.A.
0
25
50
75
100
125
150
175
20362029 2043
2025
20402032 2046
2024
20382027 20412034 204820372030 2044
2026
2033 204720392031 20452028 20422035
2049 2050
2051
Income Phase Capital Repayment Phase
Projected portfolio cash flow
The Company's underlying assets generate a
consistent and long-term stream of cash flows
for the portfolio, extending up to 2051. These
cash flows have a high degree of visibility and
certainty, owing to the involvement of
government or government-backed
counterparties and the contractual nature of the
agreements.
Investing in concessions involves a careful
balance. On one hand, the long-term
contractual cash flows are exceptionally
resilient, indexed to inflation, and inherently
defensive. However, these benefits are
tempered by the fact that the cash flows are
finite, concluding at the end of each
concession's term.
When BBGI went public in 2011, its weighted
average portfolio life was 24.5 years. Now, 12
years after the initial public offering, the
weighted average portfolio life has decreased
modestly to 19.3 years, with less than one per
cent of the portfolio subject to hand-back in
the next five years. By prioritising the
acquisition of assets with long residual life and
investing excess cash flows into new projects,
while maintaining a progressive dividend, BBGI
plans to maintain a portfolio with a long
weighted average life.
Based on current estimates, and if there were to
be no further acquisitions, the portfolio could
continue to generate a progressive dividend for
the next 15 years, after which the existing
portfolio is forecasted to enter into the capital
repayment phase.
Illustrative cash flows (£m from 1 January 2024)
This illustrative chart is a target only, as at 31 December 2023, and is not a profit forecast. There can be no assurance this target will be met. The
hypothetical target cash flows do not consider any further acquisitions, unforeseen costs, expenses or other factors that may affect the portfolio assets
and therefore the impact on the cash flows to the Company. As such, the graph above should not in any way be construed as forecasting the actual
cash flows from the portfolio. There are minor cash flows extending beyond 2051 but for illustrative purposes, these are excluded from the chart above.
Portfolio at a Glance continued
Annual Report 2023 5
Corporate governanceStrategic report of the Management Board
Financial statements
UK 25
Canada
16
Germany
7
Australia
3
3
Netherlands
Norway
1
US
1
Our global assets
Portfolio at a Glance continued
Location breakdown
UK
25 assets
Canada
16 assets
Germany
7 assets
Australia
3 assets
Netherlands
3 assets
Norway
1 asset
US
1 asset
Total assets
56
6 BBGI Global Infrastructure S.A.
On behalf of the Supervisory
Board, I am pleased to report on
our strong operational
performance for 2023. Despite
facing a turbulent economic
landscape, our results
underscore the robustness of
our approach, our sound
business model and the
enduring strength within our
globally diversified portfolio of
high-quality, core social
infrastructure assets.
Sustainable value creation
Our low-risk investment strategy and well-
managed portfolio have continued to
demonstrate resilience through the
macroeconomic volatility experienced during the
reporting period, and we delivered a well-
covered and growing dividend for our investors.
BBGI takes a careful approach to capital
allocation. We have used surplus cash flows
generated from our investment portfolio to pay
down our revolving credit facility in 2023,
positioning ourselves well for the future.
I am pleased to report that the long-term
predictable nature of our cash flows and our
high-quality inflation linkage continues to
support our dividend payment of 7.93 pence per
share for 2023, a 6 per cent increase on 2022 and
in line with our target, returning substantial
inflation-linked gains to shareholders, as well as
strong dividend cover of 1.4x. We are also
reconfirming our 2024 dividend target of
8.40pps, reflecting an increase of 6 per cent year
on year. We continue our solid track record of
meeting or exceeding all dividend targets set
since IPO and providing our investors with a
progressive dividend that is expected to be fully
cash covered.
Uncertain market backdrop
The effects of rising discount rates were partly
mitigated by the positive effects of increasing
deposit rates, changes to forecast inflation, and
value-accretive activities, which included
effective lifecycle cost management, Portfolio
Company cost savings tax and treasury
management, and optimised cash reserving.
BBGI was not immune to macro-economic
factors beyond our control, which resulted in a
NAV decrease of 1.2 per cent over 2023, or 1.4
per cent on a per share basis – our first
year-on-year NAV decrease since our IPO in
2011. The decrease in NAV was attributable to
several factors, including the increase in the
weighted average discount rate (a knock-on
effect from rising global interest rates and
general macroeconomic volatility), adverse
foreign exchange rate movements, and the
negative effect of proposed Canadian tax
legislation.
Weak investor sentiment has affected nearly all
UK-listed investment companies over the past
year, and the Board does not believe BBGI’s
share price adequately reflects the value of our
portfolio, our high-quality inflation linkage, our
strong financial position and operational
performance. As responsible long-term stewards
of our shareholders’ interests, we are committed
to monitoring closely these developments and
taking appropriate steps. Any potential action to
reduce our NAV discount will only be undertaken
after thorough consideration, based on our
disciplined approach to capital allocation and
taking full account of any longer-term
implications.
Aligning with shareholder interests
A significant contributor to our success is our
commitment to align Management Board and
shareholder interests.
With an internally managed structure, unique
amongst UK-listed infrastructure equity
investment companies, our Management Board
is incentivised to prioritise sound portfolio
construction, value preservation and creation, as
well as growth in dividends and NAV per share,
rather than solely focusing on the expansion of
assets under management.
The Management Board has a significant stake in
BBGI shares and is incentivised through
Long-Term Incentive Plan awards, which fully
vest in shares, as well as Short-Term Incentive
Plan awards, where 33 per cent of the award is
settled in shares and deferred for three years.
While this approach is largely viewed as best
practice for FTSE-listed companies, it is much less
common among investment companies. These
arrangements underscore the Management
Board's dedication to delivering enhanced
shareholder value and prudent capital allocation.
Our two-tier governance structure, comprising
the Supervisory Board and Management Board,
ensures robust oversight and strategic direction.
While we operate with a clear division of
responsibilities between both Boards, their
strong and open relationship fosters a culture of
healthy discourse and diligent inquiry, as well as
thorough scrutiny and comprehensive oversight.
We have an experienced Supervisory Board with
a broad set of relevant skills to lead our business
forward, including significant sector and
infrastructure asset management expertise.
Engaging with stakeholders
By fostering open dialogue and transparent
communication, we strive to build enduring
relationships with all our stakeholders, ensuring
we realise our vision and purpose of delivering
social infrastructure for healthier, safer, and more
connected societies, while creating sustainable
value. Together with our Management Board, I
have continued to engage with stakeholders
throughout the year. The Supervisory Board also
met periodically with employees during 2023
and we remain readily available to engage with
shareholders, underscoring our commitment to
transparency and proactive communication. This
approach is central to our mission of fostering a
collaborative and inclusive environment for all
our stakeholders.
Management team succession
The recent evolution of our Management Board
reflects our commitment to nurturing talent and
fostering a culture of continuous growth and
development. In January 2024, Frank Schramm
retired after 12 years as Co-CEO alongside
Duncan Ball. I extend my sincere appreciation for
his significant contributions to the Company
since its IPO in 2011.
Duncan is now sole CEO, Michael Denny has
additional COO responsibilities alongside his
CFO duties, and we were delighted to appoint
Andreas Parzych to the Management Board.
These changes underscore the depth of senior
talent at BBGI.
Embracing our diverse experience
As well as a varied range of skills and expertise
on our Boards and Committees, we endorse
gender and ethnic equality, including initiatives
such as FTSE Women Leaders and the Parker
Review.
At BBGI, we recognise the importance of
diversity in all its forms. This is clearly reflected in
the diverse backgrounds of our team, with 26
colleagues representing 14 different nationalities.
The effectiveness of the Supervisory Board is
strengthened by our commitment to diversity,
and we remain among the few FTSE 350
companies with both a female Supervisory Board
Chair and a female Audit Committee Chair. In
2023, we retained our 60 per cent female
representation on the Supervisory Board as well
as having 39 per cent female representation
amongst those employees who report directly to
the Management Board. 20 per cent of the
Supervisory Board and eight per cent of direct
reports to the Management Board are
considered to be from an ethnic minority
background as categorised by the Parker Review.
Looking to the future
The investment environment has fundamentally
altered over the last 24 months, but BBGI’s
portfolio has all the defensive qualities required
to deliver a solid income stream. Our
management team continues to manage the
Company’s risk profile with their customary
attention to detail and will review opportunities
to extend the life of the portfolio in order to
maintain the duration of our asset base for the
benefit of shareholders in the years ahead.
I would like to thank the dedicated BBGI team
for their efforts in delivering a resilient
performance for our shareholders, despite the
wider market backdrop, and also our clients,
partners and service providers, who continue to
support us in providing a critical role in our
communities. With their steadfast support and
unwavering determination, I am confident that
we will continue to deliver sustainable and
attractive value for all our stakeholders in the
years to come.
Sarah Whitney
Chair of the Supervisory Board
27 March 2024
Chair Statement
Annual Report 2023 7
Corporate governanceStrategic report of the Management Board
Financial statements
CEO Statement
Our results for 2023 demonstrate
our strong portfolio and
operational performance,
despite a period of significant
macroeconomic and market
shifts. Our consistent and
disciplined approach to capital
allocation, combined with our
value-driven active asset
management, ensures our
investments continue to perform
well and in line with our
expectations.
Highlights
Dividend
7.93pps
for the year, a six per cent increase and in line
with our target.
Reconfirmed dividend targets
8.40pps 8.57pps
for 2024 for 2025
representing a six per cent increase year-on-
year for 2024, and a further two per cent
increase year-on-year for 2025.
Strong cash dividend cover
1.4x
in 2023. All target dividends are expected to be
fully cash-covered.
Sustained progressive dividend policy
Projected cash flows generated from our
portfolio of 56 investments can sustain a
progressive dividend policy for the next
15years
Successive dividend growth
In March 2024, BBGI joined the AIC’s next
generation of ‘dividend heroes', in recognition
of achieving 10 years of successive dividend
growth.
AIC Next Generation
'Dividend Hero'
Fully repaid Revolving Credit Facility with
no outstanding investment commitments as
of 31 December 2023.
Annualised total NAV return per share
8.6% since IPO
NAV per share slightly decreased
1.4% to 147.8pps
Ongoing charges
0.93%
Internal management structure, which supports
alignment with our investors.
High-quality inflation linkage
0.5%
Focus on delivering social impact across
portfolio
SFDR Article 8
High degree of
climate resilience
independently confirmed across the portfolio
of assets.
Tracking and reporting all Scope 1, Scope 2
and material Scope 3 emissions across all
56
Portfolio Companies
8 BBGI Global Infrastructure S.A.
The inherent value of our assets and active
management delivered by our experienced
internal management team were highlighted
again during 2023. We continued to manage
our portfolio responsibly to generate high-
quality, stable, predictable and inflation-linked
cash flows, with distributions ahead of our
target. These cash flows supported our strong
dividend cover of 1.4x in 2023, and allowed us
to increase dividends by six per cent to 7.93pps
for the year, in line with our previously stated
target. We have also reconfirmed our dividend
target of 8.40pps for 2024, representing a six
per cent increase year-on-year, and a target of
8.57pps for 2025. We take pride in our track
record of meeting or exceeding all dividend
targets set since IPO and providing our
investors with a progressive dividend, which has
always been fully cash covered and has
increased every year since 2013.
We have delivered predictable progressive
income for our shareholders through different
economic cycles by investing in high-quality
social infrastructure assets, which contribute to
healthier, safer and more connected societies.
Our low-risk, globally diversified infrastructure
portfolio includes schools, healthcare facilities,
police and fire stations, affordable housing,
roads and bridges, modern correctional
facilities, a clean energy investment and other
types of social infrastructure, all of which
generate secure, long-term, contractual
government-backed cash flows, with high-
quality inflation linkage.
Strong business model and resilient portfolio
Our robust and defensive business model
exemplifies our prudent and low-risk approach
to investing, generating long-term, sustainable
value for all our stakeholders. We offer investors
a contracted, stable and predictable revenue
stream with high-quality inflation linkage of 0.5
per cent, underpinned by highly rated,
creditworthy public sector counterparties. We
invest in countries with credit ratings between
AA and AAA, in Australia, Canada, Germany, the
Netherlands, Norway, the UK and the US. All
have stable operating environments, with
independent and proven legal systems.
Value-driven active asset management
All 56 of our infrastructure assets are
performing strongly and delivering in line with
expectations and are now all in full operation.
Our equity investment in Highway 104 in Nova
Scotia, Canada achieved substantial completion
in September 2023 and significantly improves
efficiency and safety of travel, the flow of goods
and services, and connects communities in the
region. In 2023, the Canadian Council for
Public-Private Partnerships recognised Highway
104 with the Gold Award in the P3 Design &
Construction category.
Our active asset management activities included
applying high-quality corporate governance
frameworks, which helped enable us to maintain
our track record of no reported lock-ups or
material defaults at any of our Portfolio
Companies and generated a consistently high
asset availability rate of 99.9 per cent.
We place a high importance on client
satisfaction and in 2023, we achieved a strong
overall net promoter scores from our project
clients, demonstrating our ability to maintain
strong client relationships and to deliver
superior performance. As we continue to
enhance value for our stakeholders, we remain
dedicated to upholding these high standards
and reinforcing our position as a trusted
partner.
Prudent financial management
Our prudent approach to portfolio construction
and financial management helped mitigate the
impact of rising discount rates during the year.
All our Portfolio Companies are financed on a
non-recourse basis with 55 out of our 56 assets
securely financed with fully amortising fixed rate
debt through the length of the concession
period (without the need for refinancing), and
only one asset has a refinancing obligation for a
tranche of debt. However, this asset benefits
from a hedged base market interest rate and
therefore is only sensitive to changes in lenders
required margins over base interest rates.
Once again, our hedging policy helped mitigate
the adverse impact of foreign exchange
movements on the NAV in 2023, and we took a
proactive approach to treasury management to
optimise interest earned on reserve accounts at
our Portfolio Companies.
Our liquidity position remains robust, with net
cash of £9.7 million at 31 December 2023. By
using excess cash that we have generated from
our portfolio of investments, I am pleased to
report that we repaid all cash drawings under
our £230 million RCF by 31 December 2023.
Additionally, we have no outstanding
acquisition commitments, placing the Company
in a strong financial position. Moving forward,
we remain committed to optimising our
portfolio construction to maximise value for our
shareholders.
Our Net Asset Valuation (NAV)
We have not been immune to the significant
shifts in macroeconomic and investor
sentiment, which have impacted the broader
UK-listed investment company sector.
Increasing interest rates and the volatility of
underlying risk-free rates have had a ripple
effect on discount rates, and throughout 2023,
the listed social infrastructure sector has traded
at an average NAV discount of 10.5 per cent.
As of December 31, 2023, our NAV per share
stood at 147.8 pence, a slight decrease of 1.4
per cent from the previous year and BBGI's first
year-over-year decrease since our 2011 listing.
The shift in market discount rates had the most
significant negative effect on our portfolio
valuation, responsible for a 3.8 per cent
reduction. Adverse currency exchange
movements further decreased portfolio
valuation by 2.2 per cent, which was partially
offset by income arising from foreign exchange
derivative contracts. We have also decreased
our portfolio valuation by 1.5 per cent by fully
provisioning for the anticipated negative effect
of proposed changes to Canadian tax
legislation, which are expected to be approved
in parliament in 2024 with effect from 1 January
2024. However, these negative impacts on the
portfolio valuation were partially offset by our
proactive asset management, which increased
our NAV by 1.7 per cent, along with changes in
our macroeconomic assumptions, driven largely
by the effect of revised deposit rate
assumptions, contributing to an increase of 2.6
per cent.
Both the Management Board and the
Supervisory Board continue to believe that
BBGI’s share price does not adequately reflect
the value of our portfolio, our high-quality
inflation linkage, our strong financial position
and operational performance. We continue to
see a disparity between the private market
valuations of high-quality core infrastructure
assets and the value ascribed by public markets
and there were a number of market transactions
that substantiate our reported NAV. As of 31
December 2023, BBGI’s implied risk premium
was 3.7 per cent above the weighted average
government risk-free rate for our portfolio. We
view this as attractive for a low-risk investment
portfolio with high-quality inflation protection,
delivering real returns, and progressive dividend
growth, particularly when compared with fixed
income products.
Focus on disciplined growth and capital
allocation strategy
During 2023, we fully repaid all drawings on our
RCF by using excess cash that we have
generated from our portfolio of investments,
helping to reduce our financing costs and we
currently have no commitments to finance new
investments. We are focused on the
construction of our portfolio to ensure that we
continue to deliver value to our shareholders.
Our confidence in the robustness of our
portfolio has allowed us to raise the dividend by
six per cent in 2023, with a further six per cent
increase target for 2024, thereby returning to
shareholders the substantial inflation-linked
gains accrued in our portfolio. We target a two
per cent increase for the 2025 dividend, as we
consider it too early to predict the direction of
inflation levels.
We believe in pursuing disciplined growth that
prioritises building shareholder value, guided by
CEO Statement continued
Annual Report 2023 9
Corporate governanceStrategic report of the Management Board
Financial statements
CEO Statement continued
our internal management structure, rather than
seeking to expand our assets under
management merely for the sake of growth.
Our governance model ensures full alignment
between management's interests and those of
our shareholders.
Our stringent criteria for pursuing new
investments are influenced by the relative
attractiveness of alternative capital allocation
options, while considering the longer-term
strategic rationale. We will continue to apply
this approach as we have done since our IPO in
2011. We have used our RCF responsibly and
have grown our business in a disciplined
manner, not overextending our balance sheet
and not placing an overreliance on the equity
capital markets. We used our RCF to acquire
two new assets (John Hart Generating Station in
Canada and the A7 Motorway in Germany) for c.
£64.4 million in 2022, which we have now paid
off in full using free cash flows from our
portfolio. This demonstrates our ability to grow
organically and develop our portfolio without
the need to access the equity market for funds.
In this context, it is worth noting that our
current return projections, all else remaining
equal, are not contingent on new investments. If
we were to abstain from further investments,
our existing portfolio alone would sustain our
progressive dividend policy for the next 15
years.
Although we decided not to make any further
investments during 2023, we continue to
monitor new investment opportunities in the
market through our strong network of industry
relationships. We remain poised to seize the
right opportunities that are value-accretive, will
strengthen our portfolio and will enhance our
overall portfolio composition and key metrics,
while considering their attractions against
alternative capital allocation options. Despite
deciding against new investments in 2023, we
are actively keeping an eye on new
opportunities via our extensive industry
connections. We stand ready to capitalise on
investments that will add value, bolster our
portfolio, and improve its overall composition
and key metrics. Furthermore, we are
investigating portfolio diversification prospects
with desirable traits, such as consistent
long-term cash flows and inflation correlation,
aligning with our existing investment policy.
Any new investment opportunity will of course
be evaluated by comparing their potential
benefits to other ways of allocating our capital.
Environmental, social and governance
progress
Environmental, social, and governance (ESG)
remains a fundamental focus for us, and we are
pleased to report significant progress in this
area over the past year. We believe that a
strong commitment to ESG principles plays a
crucial role in mitigating risks and supporting
our business over the long term. Moreover, it
not only fosters solid relationships with clients
and partners but also motivates and engages
our employees. Moreover, it plays a crucial role
in mitigating risks and supporting our business
over the long term. Our sustainable investment
portfolio benefits from a strong social purpose
and the Company is classified as SFDR Article 8.
Over the past year, we have further developed
our approach to sustainability including our
capacity to measure and report on our progress,
as well as enhancing our robust approach to
governance. BBGI is committed to net zero both
operationally and with our portfolio, and in
Our results for 2023 demonstrate our strong
portfolio and operational performance, despite a period
of significant macroeconomic and market shifts.”
10 BBGI Global Infrastructure S.A.
2023 we enhanced our proprietary ESG
database, including greenhouse gas (‘GHG’)
emissions data, and published our first SFDR
Principal Adverse Impact Statement. All our
Portfolio Company assets have a high degree of
climate risk resilience, and we now have a
complete overview of their emissions profiles,
which will facilitate future decarbonisation
programmes. Our alignment with global
standards and high scores from third-party ESG
ratings is testament to our commitment to
sustainability.
Looking ahead
This is my first statement as sole CEO, having
taken on the role in Q1 2024. Concurrently,
Michael Denny has broadened his remit to
encompass COO responsibilities alongside his
CFO duties, and we welcomed Andreas Parzych
to the Management Board. My collaboration
with Michael dates back to his initial days as
CFO following our 2011 IPO, and his
contribution has been invaluable. Since joining
us in 2016, Andreas has been instrumental in
executing our disciplined growth strategy - a
role he will continue to advance. We have a
focused succession planning process to ensure
our business remains well managed and
prepared for future developments, with a
committed, high-calibre leadership team in
place. I would also like to extend my gratitude
to Frank for his successful tenure and
commitment as Co-CEO and offer my best
wishes for his retirement. Additionally, I extend
my appreciation to all our colleagues for their
exceptional efforts in 2023.
I remain optimistic about the long-term
prospects for BBGI. We will continue to look
ahead in the management of the portfolio,
seeking to enhance the assets that we own,
while also identifying opportunities for new
investments to maintain or improve the
portfolio metrics. Growth in the infrastructure
asset class will be driven by the imperatives of
digitalisation, decarbonisation, demographic
dynamics, and the modernisation or renewal of
aging infrastructure. As governments continue
to run deficits and demand for maintaining,
repairing, and constructing new infrastructure
grows, there is an increasing need for private
sector investment in infrastructure, presenting
long-term opportunities for BBGI. With our
robust balance sheet, a portfolio that generates
secure, predictable cash flows surpassing our
dividend objectives, and an undrawn £230
million RCF maturing in May 2026, we are
well-equipped to navigate evolving markets,
with both discipline and ambition, and to
deliver attractive value to all our stakeholders.
Duncan Ball
CEO
27 March 2024
CEO Statement continued
Annual Report 2023 11
Corporate governanceStrategic report of the Management Board
Financial statements
Mersey Gateway Bridge, UK
BBGI provides access to a globally diversified portfolio of
infrastructure investments, which generate long-term and
sustainable returns and serve a critical social purpose in
their local communities.
Our Investment Strategy
12 BBGI Global Infrastructure S.A.
6 In comparison to the latest publicly available information for all closed-ended, London Stock Exchange-listed equity infrastructure investment companies.
7 SFDR disclosure requirements. The Company is designated as an Article 8 Fund under SFDR and reports on criteria for a socially beneficial investment.
Low-risk
• Availability-style investment strategy.
• Secure, public sector-backed contracted
revenues.
• Stable, predictable cash flows, with
high-quality inflation linkage and
progressive long-term dividend growth.
Strong ESG approach
• ESG fully integrated into the business
model.
• Comprehensive climate risk analysis
across the portfolio.
• Focus on delivering positive social
impact – SFDR Article 8
7
– and high
degree of climate resilience.
Internally managed
• In-house management team focused on
portfolio construction and delivering
shareholder value, not simply growing
assets under management.
• Management interests aligned with those
of shareholders.
• Strong pricing discipline and portfolio
management.
• Lowest comparative ongoing charges.
6
Globally diversified
• Focus on highly rated investment grade
countries.
• Stable, well-developed operating
environments.
• A global portfolio, serving society
through supporting local communities.
Our Investment Strategy continued
Our portfolio is well diversified across sectors in education, healthcare, blue light (fire and police
stations), affordable housing, modern correctional facilities, clean energy and transport
infrastructure assets.
Our business model serves as the foundation of our success, enabling us to deliver robust
shareholder returns, a low correlation to other asset classes and sustainable growth, largely
independent of the economic cycle. The model is structured around four strategic pillars:
(i) low-risk, (ii) internally managed, (iii) globally diversified and (iv) strong ESG approach.
Annual Report 2023 13
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Operating Model
We follow a proven operating
model based on three principles:
value-driven active asset
management, prudent financial
management and a selective
acquisition strategy, which are
fundamental to our success. This
model aims to preserve and
create value, while achieving
portfolio growth, ensuring that
ESG considerations are
embedded in our processes.
Our active asset management approach seeks
to ensure stable operational performance,
preservation of value and, where possible,
identification and incorporation of value
enhancements over the lifetime of the assets
under our stewardship. Our approach aims to
reduce costs to our public sector clients and
asset end-users, to enhance the operational
efficiency of each asset and to generate a high
level of asset availability, underpinning the
social purpose of our portfolio.
Our prudent financial management approach
focuses on efficient cash and corporate cost
management and the implementation of our
foreign exchange hedging strategy. Due to our
portfolio’s geographical diversification, we are
exposed to foreign exchange volatility, which
we actively seek to mitigate.
We pursue a selective acquisition strategy, so
our Management Board’s focus remains within
its area of expertise, and we uphold the
strategic pillars defined by our investment
proposition. We actively seek, through portfolio
construction, acquisitions with long-term,
predictable, and inflation-protection
characteristics that support our contracted,
high-quality, inflation linkage of 0.5 per cent.
Our operating model
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14 BBGI Global Infrastructure S.A.
Value-driven active
asset management
We pursue a standardised approach across our
portfolio to preserve value, to derive
operational and value enhancements, and to
improve clients’ experience, including:
– strong client relationships, by prioritising
regular meetings and active engagement to
achieve high rates of client satisfaction;
– focused asset management, to ensure
distributions are on time, and on or above
budget;
– focused cost management and portfolio-
wide cost-saving initiatives, to leverage
economies of scale or outperform the base
case, such as portfolio insurance and
standardised management contracts for
Portfolio Companies, and thorough lifecycle
cost reviews;
– comprehensive monitoring, to ensure we
fulfil our contractual obligations;
– detailed climate risk assessment and ESG
KPI tracking tool, which includes over 100
KPIs and questions, to evaluate the
sustainable performance of each of our
investments, ensure good governance and
mitigate risk;
– maintaining high availability levels by
proactively managing any issues, including
site visits to all significant investments;
– monitoring and periodically reviewing
Portfolio Company debt facilities and
investigating potential refinancing benefits;
and
– measured exposure to construction risk to
support NAV uplift by de-risking assets
over the construction period.
Prudent financial
management
We focus on cash performance at both the asset
and portfolio level to drive efficiencies,
including:
– progressive future dividend growth,
underpinned by high-quality inflation
linkage and strong portfolio distributions.
Assuming a scenario where no additional
investments are made, the projected cash
flows in the income phase from BBGI's
current portfolio of 56 investments could
sustain the Company’s progressive dividend
policy for 15 years;
– low ongoing charges through our efficient
and cost-effective internal management
structure;
– managing and mitigating foreign exchange
risk through our hedging strategy: hedging
forecast portfolio distributions, balance
sheet hedging through foreign exchange
forward contracts, and borrowing in
non-Sterling currencies;
– euro-denominated running costs, which
provide a natural hedge against Euro-
denominated portfolio distributions;
– efficient treasury management processes to
maximise interest income on deposits in
the underlying Portfolio Companies; and
– maintaining modest cash balances at the
corporate level to limit cash drag, facilitated
through access to the RCF.
Selective acquisition strategy
and strategic investment
partnership
We maintain strategic discipline in our
acquisition strategy and portfolio composition
to ensure we pursue growth that builds
shareholder value, not just for growth’s sake,
including:
– broad industry relationships throughout
multiple geographies;
– pre-emption rights to acquire co-
shareholders’ interests;
– visible pipeline through a North American
strategic partnership, which offers an option,
but not an obligation, to transact;
– global exposure to benefit from geographical
diversification;
– robust framework embedding ESG principles
into investment due diligence;
– revolving corporate debt facility to support
transaction execution; and
– focus on the Management Board’s core areas
of expertise.
We leverage strong relationships with leading
construction companies to source potential
pipeline investments, which support our
low-risk and globally diversified investment
strategy. Typically, these contractors have
secured the mandate to design and build new
assets, but often look to divest financially after
the construction period has finished – thereafter
often maintaining facility management
contracts through a long-term partnership.
BBGI is an attractive partner for several reasons:
– We are a long-term investor, which is
attractive to government and government-
backed counterparties.
– We are considered a reliable source of
liquidity should a construction partner
decide to sell.
– Having a financial partner is a prerequisite
for some construction companies so they
can avoid consolidating Portfolio Company
debt onto the balance sheet of their parent
company.
– We have extensive asset credentials and a
strong track record, which can assist with
the shortlisting process for new projects.
We operate within a niche of the infrastructure
sector characterised by transactions of a more
modest scale, which affords us specific
advantages. In recent times, a significant
portion of capital has flowed into substantial,
unlisted infrastructure funds, many of which aim
for fund targets exceeding US $10 billion. These
larger funds prioritise the deployment of
substantial amounts of capital and, as a result,
do not actively engage in the smaller
transaction space where we excel. Within our
market niche, we are recognised as a
dependable source of capital and consequently
have very good visibility of potential
opportunities.
Operating Model continued
Annual Report 2023 15
Corporate governanceStrategic report of the Management Board
Financial statements
Portfolio Review
Portfolio summary
Our investments as at 31 December 2023
consisted of interests in 56 high-quality,
availability-style social infrastructure assets, 100
per cent of which are fully operational (by
portfolio value). The portfolio is well diversified
across sectors in education, healthcare, blue
light (fire and police stations), affordable
housing, modern correctional facilities, clean
energy, and transport infrastructure assets.
Located in Australia, Canada, Germany, the
Netherlands, Norway, the UK, and the US, all
Portfolio Companies are in stable, well-
developed, and highly rated investment grade
countries.
No. Asset Country
Percentage
holding %
1 A1/A6 Motorway Netherlands 37.1
2 A7 Motorway Germany 49
3 Aberdeen Western Peripheral Route UK 33.3
4 Avon & Somerset Police HQ UK 100
5 Ayrshire and Arran Hospital UK 100
6 Barking Dagenham & Havering
(LIFT)
UK 60
7 Bedford Schools UK 100
8 Belfast Metropolitan College UK 100
9 Burg Correctional Facilities Germany 90
10 Canada Line Canada 26.7
11 Champlain Bridge Canada 25
12 Clackmannanshire Schools UK 100
13 Cologne Schools Germany 50
14 Coventry Schools UK 100
15 E18 Motorway Norway 100
16 East Down Colleges UK 100
17 Frankfurt Schools Germany 50
18 Fürst Wrede Barracks Germany 50
19 Gloucester Royal Hospital UK 50
20 Golden Ears Bridge Canada 100
21 Highway 104 Canada 50
22 John Hart Generating Station Canada 80
23 Kelowna & Vernon Hospitals Canada 100
24 Kent Schools UK 50
25 Kicking Horse Canyon Highway Canada 50
26 Lagan College UK 100
27 Lisburn College UK 100
28 Liverpool & Sefton Clinics (LIFT) UK 60
29 M1 Westlink UK 100
30 M80 Motorway UK 50
31 McGill University Health Centre Canada 40
32 Mersey Care Hospital UK 79.6
33 Mersey Gateway Bridge UK 37.5
34 N18 Motorway Netherlands 52
Canada Line, Canada
No. Asset Country
Percentage
holding %
35 North Commuter Parkway Canada 50
36 North East Stoney Trail Canada 100
37 North London Estates Partnership
(LIFT)
UK 60
38 North West Fire and Rescue UK 100
39 North West Regional College UK 100
40 Northwest Anthony Henday Drive Canada 50
41 Northern Territory Secure Facilities Australia 100
42 Ohio River Bridges USA 66.7
43 Poplar Affordable Housing &
Recreational Centres
UK 100
44 Restigouche Hospital Centre Canada 80
45 Rodenkirchen Schools Germany 50
46 Royal Women's Hospital Australia 100
47 Scottish Borders Schools UK 100
48 South East Stoney Trail Canada 40
49 Stanton Territorial Hospital Canada 100
50 Stoke & Staffs Rescue Service UK 85
51 Tor Bank School UK 100
52 Unna Administrative Centre Germany 90
53 Victorian Correctional Facilities Australia 100
54 Westland Town Hall Netherlands 100
55 William R. Bennett Bridge Canada 80
56 Women's College Hospital Canada 100
* Projects listed above are in alphabetical order
16 BBGI Global Infrastructure S.A.
Operating model in action
Preserving and enhancing value through
active asset management
The increase in short-term interest rates across
all jurisdictions over the past 12 to 18 months
has led to a renewed emphasis on treasury
management and optimisation. During the
reporting period, we have finalised cash pooling
arrangements in the UK and Canada to
maximise interest generated on cash deposits
of our Portfolio Companies.
Value-accretive activities, including effective
lifecycle cost management, Portfolio Company
savings, change order revenue, tax and treasury
management and optimised cash reserving,
contributed approximately £18.5 million to the
NAV.
The operational performance of the Portfolio
Companies continued to be strong. Through
our active value-driven approach to asset
management and the robustness of our
portfolio, we have achieved an asset availability
level of approximately 99.9 per cent. Deductions
were either borne by third-party facility
management companies and road operators or
were part of planned expenditures.
There were no material lock-ups, default events
or covenant breaches in the underlying debt
financing agreements reported during the year.
This means that all our investments contributed
to our strong dividend cover with portfolio
distributions ahead of projections. We are very
proud of this achievement.
Client satisfaction is paramount to us, and in
2023, our efforts were reflected in consistently
high Net Promoter Scores from our project
clients. These metrics underscore our sustained
commitment to fostering robust client
relationships and delivering excellence.
High-quality inflation linkage
During the reporting period, inflation rates
began to decline but remained at elevated
levels in the jurisdictions where BBGI invests.
Similarly, the volatility in long-term interest
rates during 2023 had an impact on discount
rates.
Our equity cash flows are positively linked to
inflation at approximately 0.5 per cent. If
inflation is one per cent higher than our
assumptions for all future periods, returns
should increase from 7.3 per cent to 7.8 per
cent. We achieve this high-quality inflation
linkage through contractual indexation
mechanics in our Project Agreements with our
public sector clients at each Portfolio Company
and update the inflation adjustment at least
annually.
We pass on the indexation mechanism to our
subcontractors – on whom we rely on to
support our assets’ operations – providing an
inflation cost hedge to manage effectively our
cost base. The Portfolio Companies enter into
facilities management and operating
subcontracts that mirror the inflation
arrangements contained in the Project
Agreement. In the UK, Project Agreements tend
to have a Retail Price Index (‘RPI’) adjustment
factor, while other regions commonly use
Consumer Price Index (‘CPI’) indexation.
However, some Project Agreements have
bespoke inflation indices that reflect expected
operations and maintenance costs.
The extent of a Portfolio Company’s linkage to
inflation is determined by the portion of income
and costs linked to inflation. In most cases, cash
flows are positively inflation-linked as the
indexation of revenues is greater than the
indexation of expenses.
The high-quality and defensive nature of our
inflation linkage is underpinned by:
Contractual increases: The adjustment for
inflation is a contractual component of the
availability-style cash flows for each Portfolio
Company, supported by creditworthy
government or government-backed
counterparties in AA to AAA-rated countries.
While other types of assets may offer a strong
theoretical inflation linkage (e.g., the ability to
raise prices in response to an increase in CPI),
they may be subject to changes in elasticity of
demand. For example, toll roads and student
accommodation projects may have the
potential to increase prices in response to an
increase in CPI but may be hindered by
market demand from increasing revenue,
while costs may simultaneously rise. Such
assets would therefore need to be priced at an
appropriate risk-adjusted basis.
Protection against rising costs: We transfer the
indexation mechanism to our subcontractors,
who are crucial in supporting the operations
of our assets. This arrangement serves as an
inflation cost hedge, helping us to control
efficiently our cost base. Similarly, in most
cases, the risk of energy cost increases rests
with our public sector client or has been
passed down to the subcontractor.
No dependence on regulatory review: The
inflation adjustment is automatic and
contractual and is not subject to regulatory
review or substantial lags. Once the relevant
reference factor is published, the adjustment
is mechanical.
Portfolio approach: Our inflation linkage
comes from diverse Portfolio Companies in
different countries.
Prudent financial management
Our assets continued to perform well during the
reporting period with cash receipts during the
period ahead of projections. Our net cash
position as of 31 December 2023 was £9.7
million with no cash drawings outstanding
under the RCF.
We have efficient cash management in place,
which aims to avoid cash drag. We employ a
proven financing strategy by initially drawing on
our RCF to bridge finance acquisitions, with the
cost of borrowing being 165 basis points (bps)
over the reference bank rate. Subsequently, we
raise new equity or use free cash flows
generated by the Portfolio Companies to repay
the RCF, thereby clearing the temporary debt.
The committed amount available to the
Company from the RCF is £230 million, which
matures in May 2026. Furthermore, the
Company has the possibility of increasing the
quantum to £300 million by means of an
accordion provision. This provides us with the
ability to execute larger acquisitions in an
efficient manner, and ensures we are a trusted
and repeat partner in our key markets.
We have managed our RCF with prudence and
discipline, expanding our portfolio without
overleveraging our financial statements and
acknowledging that the equity capital market is
not perpetually accessible. In 2022, we utilised
our RCF to secure two new assets — the John
Hart Generating Station in Canada and the A7
Motorway in Germany — for approximately
£64.4 million. The RCF drawings for these
acquisitions have been fully repaid using
surplus cash flows generated by our portfolio,
showcasing our capacity for organic growth
without resorting to external capital resources.
Each of our Portfolio Companies is financed on
a non-recourse basis, with 55 of our 56 assets
securely financed and not subject to refinancing
requirements. One Portfolio Company has a
refinancing obligation in December 2025.
However, the Portfolio Company benefits from
a hedged base market interest rate and is
therefore only sensitive to changes in lenders
required margins over base interest rates. In line
with our loan agreements, we maintain
substantial cash reserves within these Portfolio
Companies. As at 30 September 2023, BBGI’s
proportionate share in the total cash balances
held by the Portfolio Companies was
approximately £385 million
8
, an amount
equivalent to 36 per cent of our NAV.
8 As at 30 September 2023
Portfolio Review continued
Annual Report 2023 17
Corporate governanceStrategic report of the Management Board
Financial statements
Portfolio Company inhouse
Capilano Highway Services
AtkinsRéalis O&M
Black & McDonald
Cushman and Wakefield
Integral FM
Hochtief Solutions AG
Honeywell
Carmacks Maintenance Services
Amey Community Ltd
Intertoll Ltd
Graham AM
Guildmore Ltd
Galliford Try FM
BEAR Scotland
Remaining investments
12%
11%
9%
6%
5%
5%
4%
4%
3%
3%
3%
3%
3%
3%
3%
23%
100%
12%
11%
9%
6%
5%
5%
4%
4%
3%
3%
3%
3%
3%
3%
3%
23%
Expired
Within 1 year
1–2 years
2–5 years
5–10 years
10+ years
50%
11%
4%
18%
11%
6%
100%
Expired,
50%
Within
1 year, 11%
1–2 years,
4%
2–5
years,
18%
5–10 years,
11%
10+ years,
6%
Golden Ears Bridge, Canada
Our strategic hedging policy has enabled us to
mitigate the effects of foreign exchange
fluctuations. Moreover, we have adopted a
proactive treasury management approach to
optimise the interest earned on the reserve
accounts of our Portfolio Companies.
Despite the increasing cost pressures attributed to
heightened levels of inflation, our diligent
approach to cost management has allowed us to
maintain our ongoing charges at a competitive
level of 0.93 per cent.
Selective acquisition strategy
During the period, we remained active in the
market and carefully assessed numerous new
investment opportunities. Although we evaluated a
variety of opportunities, the Management Board
chose not to pursue them as they did not meet our
criteria for accretive inflation linkage, attractive
yield or growing NAV profile.
Our commitment to disciplined growth is centred
on enhancing shareholder value, reinforced by our
unique internal management structure, rather than
merely increasing assets under management. As
the only internally managed equity infrastructure
investment company listed on the London Stock
Exchange, we are confident that our governance
model ensures the interests of our management
are in harmony with those of our shareholders.
We adhere to strict criteria when evaluating new
investments, carefully weighing the relative appeal
of different capital deployment options, all the
while keeping an eye on the long-term strategic
objectives, including the desire to maintain or
lengthen the life of the portfolio. We will continue
with this judicious approach as we pursue
sustainable growth and value creation for our
shareholders.
Supply chain monitoring
The Management Board consistently monitors the
potential concentration risk posed by operations
and maintenance (‘O&M’) contractors that provide
counterparty services to our assets. The table
above left depicts the level of O&M contractor
exposure as a percentage of portfolio value
9
.
The Management Board has thoroughly assessed
the risk exposure and has not identified any
significant risks. We have a strict supply chain
monitoring policy, maintain a diverse contractor
base, and implement risk mitigation measures to
address proactively any potential issues in our
supply chain.
Construction defects
We proactively monitor the quality of our assets to
identify promptly any construction defects. When
necessary, we take appropriate remediation
measures to ensure the highest standard of our
portfolio. The responsibility for, and the cost of
remediation and related deductions lie with the
relevant construction subcontractor on each asset,
in line with statutory limitation periods. This plays
an important role in our effective counterparty risk
management.
Portfolio Review continued
O&M contractors Latent defects limitations/
warranty period remaining
9 For this illustration, when a project has more than one FM contractor and/or O&M contractor, the exposure is allocated
equally among the contractors.
18 BBGI Global Infrastructure S.A.
Latent defects risk was mitigated during the
reporting period, with 50 per cent of portfolio
value covered by either limitation or warranty
periods and there were no material defects
reported on any of our portfolio assets.
Project hand-back
At the end of a concession, the private partner
transfers control and management of the
project back to the public sector. This process is
termed 'hand-back'. The concessions for two of
the Company’s UK accommodation assets will
expire in January 2026 and August 2027.
Preparations for their hand-back is underway.
Following the Infrastructure and Projects
Authority UK's guidelines, collaborative working
groups have been established, comprising
representatives from the Client, the FM
contractor, and the Portfolio Companies, each
involved in the projects. The FM contractor
bears the hand-back risk for both assets.
The hand-back process is progressing positively,
with notable advancements made so far.
Interactions and cooperation among all parties
are robust, fostering strong relationships. As at
the reporting date, no risks that could affect
either of the Portfolio Companies have been
detected in the process. We have established
transparent communication channels with our
subcontractors and public partners, fostering a
robust partnership built on measurable
outcomes, including clear hand-back
requirements.
Less than one per cent of the Portfolio is subject
to hand-back in the next five years.
Poplar Affordable Housing & Recreational Centres, UK
Portfolio Review continued
Annual Report 2023 19
Corporate governanceStrategic report of the Management Board
Financial statements
Portfolio Snapshot: Top Ten Assets
Our ten largest assets
The following summary of our top 10 assets provides a snapshot, offering key data and achievements over time, which are not necessarily limited to
the current reporting period.
1
Golden Ears Bridge
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
100 per cent
Total investment volume (debt and equity):
C$1.1 billion
Financial close/operational:
March 2006/June 2009
Concession period:
32 years (post-construction)
ending in 2041
Golden Ears Bridge represented the largest
private financing for a greenfield Public Private
Partnership (‘PPP’) in Canada at the time of its
launch. The project involves the design, build,
financing, operation and maintenance of the
Golden Ears Bridge in Vancouver, which is a 1
km, six-lane road that spans the Fraser River
and connects Maple Ridge and Pitt Meadows to
Langley and Surrey. The road opened in March
2009 and includes more than 3.5 km of ramps,
viaducts, minor bridges and underpasses, and
more than 13 km of mainline roadway; a large
part of which has been landscaped.
The project brought close to C$1 billion in
construction-related activity to the area, while
commuters using the bridge now save up to 40
minutes per peak-hour round-trip from Maple
Ridge to Langley.
In 2023, a four-year replacement program,
coordinated with the asset operator, was
successfully concluded. This initiative involved
transitioning all traditional lighting to LED
technology. Since 2019, this transition has
delivered annual energy savings in excess of
400,000 kWh. Anticipated further reductions are
expected with the completion of this final
phase.
20 BBGI Global Infrastructure S.A.
2
Ohio River Bridges
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
66.7 per cent
Total investment volume (debt and equity):
US$1.175 billion
Financial close/operational:
March 2013/December 2016
Concession period:
35 years (post-construction)
ending in 2051
The project includes a 760 m cable-stay bridge,
a 500 m long twin vehicular tunnel and 2.25 km
of associated six-lane interstate highway, with
more than 21 bridges and multiple roundabout
style interchanges. The asset greatly improves
connectivity, public safety and economic
growth, which benefits residents, businesses
and visitors in the Southern Indiana region,
particularly for road-users travelling to and
from the state of Kentucky.
In October 2021, a US$528 million green bond
offering was completed to refinance its existing
indebtedness. This transaction allowed the
Portfolio Company to optimise its financing
costs over the remaining term of the contract
thereby further strengthening its financing
structure, while also benefiting the public sector
client through a reduction in future service
payments.
The monitoring of Ohio River Bridge’s energy
reduction programme indicates ongoing
reductions in GHG emissions. Since the
installation of solar panels on the O&M
buildings, the surplus renewable electricity
generated has exceeded the amount consumed.
Specifically, over 40,000 kWh of renewable
electricity generated on-site was subsequently
sold back to the grid. Additionally, the transition
of the project’s fleet to electric-powered
vehicles has halved the fleet’s fuel since 2019.
Portfolio Snapshot: Top Ten Assets continued
Annual Report 2023 21
Corporate governanceStrategic report of the Management Board
Financial statements
The A7 Motorway project is an availability-based design, build, finance, operate and maintain
project located between the cities of Neumünster and Hamburg in Germany. The project comprises
c. 65 km of highway widening from four to six lanes including 11 interchanges, six parking facilities,
four rest areas and 79 engineering structures including a 550 m noise tunnel at the City of
Schnelsen.
The noise tunnel provides green spaces and parks, including 400 allotment gardens which
reconnect two previously divided neighbourhoods. Additionally, over 100,000 square metres of
noise protection barriers were built to meet local requirements. Wildlife crossings were
implemented along the motorway to preserve natural habitats and wildlife migration patterns.
In 2023, the Portfolio Company has started the transition process of its vehicle fleet to electric
vehicles. The project is also committed to install solar panels on the O&M buildings, which is
expected to deliver approximately 450,000 kWh p.a. of renewable energy once available.
4
A7 Motorway
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
49 per cent
Total investment volume (incl. state subsidy
of €213 million):
€773 million
Financial close/operational:
September 2014/December 2019
Concession period:
30 years (post-Financial Close)
ending in 2044
3
Northern Territory
Secure Facilities
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
100 per cent
Total investment volume (debt and equity):
A$620 million
Financial close/operational:
October 2011/November 2014
Concession period:
30 years (post-construction)
ending in 2044
Located near Darwin, Northern Territory (the ‘Territory’), the project involves the design, build,
financing, operation and maintenance of three separate centres including: a 1,000-bed multi-
classification male and female correctional centre, a 24-bed secure mental health and behavioural
management centre (the first of its kind in the Territory), and a 48-bed supported accommodation
and programme centre for community-based offenders. The latter is designed to support the
Australian Government’s goals of enhanced rehabilitation, education and reduced reoffending rates
in the Territory.
The asset is one of the largest social infrastructure projects in the Territory and is the largest PPP
ever procured to date. BBGI acquired its initial 50 per cent interest in the asset while it was still in
construction and subsequently acquired the remaining 50 per cent stake in July 2015.
The modern correctional facility was designed with a focus on providing educational and support
services to prisoners, prioritising rehabilitation to aid their reintegration into the community.
Prisoners have access to a range of programmes, including education, training, rehabilitation, and
treatment services, all aimed at decreasing the incidence of reoffending.
Portfolio Snapshot: Top Ten Assets continued
22 BBGI Global Infrastructure S.A.
Portfolio Snapshot: Top Ten Assets continued
6
Victorian Correctional
Facilities
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
100 per cent
Total investment volume (debt and equity):
A$242 million
Financial close/operational:
January 2004/March 2006
Concession period:
25 years (post-construction)
ending in 2031
The Victorian Correctional Facilities project is an
availability-based PPP including the design,
finance, construction and maintenance of two
correctional facilities for the State of Victoria,
Australia (the ‘State’). The first facility, the
maximum security Metropolitan Remand Centre
(‘MRC’), accommodates up to 1,009 male
offenders and is located approximately 20
kilometres from Melbourne city centre. The
second, smaller facility is the medium security
Marngoneet Correctional Centre (‘MCC’) that
accommodates up to 599 male offenders and is
located approximately 65 kilometres from
Melbourne city centre.
The project is currently undertaking a significant
expansion of both facilities which will see the
bed capacity numbers increase to 1,210 at MRC
and 653 beds at MCC. The Portfolio Company is
delivering these works via an augmentation with
the State, with works expected to be completed
in 2024. Energy reduction and waste
management programmes are in place at both
facilities, with monitoring indicating continuous
reductions in GHG emissions. To date,
approximately 80% of traditional lighting has
been replaced by LED. Additionally, photovoltaic
panels have been installed at both facilities,
generating renewable electricity that is sold
back to the grid. In 2023, approximately 120
tonnes of waste were diverted from landfill by
either recycling or incineration.
5
A1/A6 Motorway
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
37.14 per cent
Total investment volume (debt and equity):
€727.4 million
Financial close/operational:
February 2013/June 2017
Concession period:
25 years (post-construction)
ending in 2042
At the time of its launch, the A1/A6 Motorway project represented one of the largest greenfield PPP
projects in the Netherlands and forms part of the wider Schiphol – Amsterdam – Almere (‘SAA’)
corridor. The project is for the design, construction, financing, and maintenance of 18 km of the A1
and A6 motorways to the south of Amsterdam and involves re-routing and widening of the A1 (to
two x five lanes and two reversible lanes), reconstruction of two major interchanges, expansion of
the A6 (to two x four lanes and two reversible lanes) and the construction of various new bridges,
an aqueduct and the longest free span railway bridge in Europe, as well as demolition of the old
part of the A1.
The project forms part of a wider programme of five connected and adjacent projects, which
together provide for significant extra road traffic capacity, reduced journey times and improved
accessibility of the north flank of the economical heart of the Netherlands around Amsterdam. As a
result, the liveability of the area has been improved significantly.
Since replacing 2,000 fixtures of traditional street lighting with LED in 2020, the project has reduced
its electricity consumption by approximately 600,000 kWh per year compared to the annual
consumption in 2019.
Annual Report 2023 23
Corporate governanceStrategic report of the Management Board
Financial statements
Portfolio Snapshot: Top Ten Assets continued
8
McGill University
Health Centre
(MUHC)
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
40 per cent
Total investment volume (debt and equity,
incl. government subsidy):
C$2 billion
Financial close/operational:
July 2010/October 2014
Concession period:
30 years (post construction) ending in
2044
The project involves the design, build, finance, operation and maintenance of MUHC’s campus in
Montreal. It comprises two hospitals, a cancer centre and a research institute with a total of 500
beds. MUHC is one of the most innovative academic health centres in North America, and at 214,000
sqm, it is the largest English-speaking hospital in Quebec. One integrated campus consolidates the
Montreal Children’s Hospital, the Royal Victoria Hospital and the Montreal Chest Institute, as well as
the new Cedars Cancer Centre and the Research Institute of the MUHC.
The campus project achieved a Gold certification for Leadership in Energy and Environmental Design
(‘LEED’) in 2016. The Portfolio Company regularly makes a financial contribution to the MUHC
Foundation, supporting medical research programmes at MUHC.
7
Liverpool and Sefton
Clinics (LIFT)
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
60 per cent
Total investment volume (debt and equity):
£89 million
Financial close/operational:
June 2004 – November 2011/June
2005 – February 2013
Concession period:
25 or 30 years (post construction) last
facility ending in 2043
Long-term, public private strategic partnering
agreement to provide strategic estates services
and develop, fund, build, operate and manage
primary healthcare facilities in Liverpool and
Sefton. The Project includes a development
company that has a long-term strategic
partnering agreement to provide estate services
and new project developments for public sector
organisations within its contract area. Each new
development is delivered by a Portfolio
Company sitting under this development
company. To date there are five such Portfolio
Companies and 14 completed facilities. Typical
services include GP practices, chiropody, speech
and language therapy, community nursing,
dental surgery and family planning.
The project is currently constructing a new
capital development scheme for MerseyCare
NHS Foundation Trust on the Mossley Hill site
in Liverpool for a new 80 bed low secure mental
health facility which is due to complete in 2025.
The project companies have for a long time
worked to make their buildings a part of the
local communities, which are typically in
disadvantaged areas, with spaces within the
buildings being made available for community
groups and fundraising activities. BBGI, along
with its management services providers,
regularly funds programmes in partnership with
social care charities, targeting young or
vulnerable people. In 2023, a two-year
replacement program was finalised, converting
all traditional lighting to LED across all sites.
This transition was facilitated by leveraging
existing automated control systems used for
managing electricity usage throughout the
sites.
24 BBGI Global Infrastructure S.A.
Portfolio Snapshot: Top Ten Assets continued
10
Women's College
Hospital
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
100 per cent
Total investment volume (debt and equity,
incl. government subsidy):
C$421 million
Financial close/operational:
July 2010/May 2013 and September
2015
Concession period:
30 years (post construction phase 1)
ending in 2043
The project comprises the design, build, finance,
operation and maintenance of the Women’s
College Hospital project in Toronto, Ontario. The
hospital is a multi-story building (approximately
60,000 sqm) consisting of ambulatory care,
surgical research and educational facilities, as
well as administrative, parking, and other
non-clinical space to support Women’s College
Hospital’s comprehensive and integrated
approach to providing quality women’s health
care to patients with a need for diagnostics,
extended treatments and chronic care. The
project was delivered in two phases. The
ambulatory hospital facility includes 200 beds.
The project achieved a Gold certification for
Leadership in Energy and Environmental Design
(‘LEED’) in 2017. In 2023, the replacement
program for traditional lighting was continued,
transitioning 50% of the site to LED lighting. The
Portfolio Company is partnering with the client
to upgrade and expand the number of electric
vehicle charging stations located at the facility
from 14 to 20. In 2023, BBGI funded through the
Portfolio Company, and facilitated the
construction of a rooftop Medicine Wheel
Garden. The Garden is a place to harvest native,
medicinal plants and to be enjoyed by the
Indigenous community.
9
M1 Westlink
Type:
Availability-style
Status:
Operational
Equity holding BBGI:
100 per cent
Total investment volume (debt and equity):
£161 million
Financial close/operational:
February 2006/November 2009
Concession period:
30 years (post financial close) ending
in 2036
The project required the design, upgrade,
finance and operation of 60 km of two to five
lane motorway and dual carriageway and
associated assets including structures, street
lighting, and safety barriers. The project
involved the widening of 4.5km of the M1 and
A12 between Stockman's Lane and Divis
junction to a dual three-lane carriageway and
grade separation of three major junctions. In
addition, a third lane was added to the 5km of
the downhill section between Sandyknowes and
Greencastle junctions on the M2, including the
construction of 4 new bridges.
In 2023 the Portfolio Company and the operator
agreed to replace the current conventional
lighting by LED lighting. The investment
programme will be funded by the Portfolio
Company, with financial contributions from the
operator. This investment is expected to
generate savings in electricity consumption.
Annual Report 2023 25
Corporate governanceStrategic report of the Management Board
Financial statements
Champlain Bridge, Canada
BBGI continues to operate in a
volatile macroeconomic and
geopolitical environment.
Financial markets have oscillated
between hopes for a soft
economic landing and fears of
sustained high interest and
inflation rates during the
reporting period.
This culminated in interest rate peaks in autumn,
followed by a repricing in the bond market
before year-end. This volatility continues to be a
primary driver of public market valuations across
the infrastructure assets sector and will remain
an important factor until markets establish
greater certainty over the future economic path.
Resilient valuations evidenced during this period
continue to demonstrate a disconnect between
private and public markets for attractive core
infrastructure assets. Ultimately, core
infrastructure remains an attractive asset class
that can serve as a hedge against both inflation
and macroeconomic stress.
In 2023, the broader infrastructure asset class
endured a sluggish period marked by
diminished fundraising activities in both public
and private markets, along with lower than
typical transaction volumes. Challenging
macroeconomic conditions have continued to
impact negatively the share prices of listed
infrastructure companies, thereby limiting public
market participants' access to equity capital.
Similarly, transactional activity levels were
subdued in the second half of the year. In core
social infrastructure, it is evident that the
progress of new procurements for greenfield
social infrastructure assets remains slow in many
relevant markets. Additionally, while there have
been several secondary transactions observed,
transaction volumes were muted compared to
recent years, possibly because the asset class
continues to perform well, and consequently
there have been very few forced sales.
We believe that infrastructure assets with
established customer bases, robust market
positions, and/or contractual and regulatory
protections offer a cushion against economic
uncertainty and a prolonged higher interest rate
environment. Additionally, these assets provide
a collateral-based exposure to secular trends,
thereby mitigating risks. Specifically, core
infrastructure remains an attractive asset class
due to its defensive nature, predictable cash
flows and inflation linkage.
As long-term investors in the sector, we believe
that uncertain market environments can present
intriguing opportunities. Investing in assets that
underpin essential social infrastructure has
proven effective in providing inflation linked
returns and stability during economic
uncertainty. Historically, the most compelling
opportunities have arisen after challenging
periods. Looking ahead, growth in the
infrastructure asset class will be driven by the
imperatives of digitalisation, decarbonisation,
demographic dynamics, and the modernisation
or renewal of ageing infrastructure.
With our strong balance sheet and an untapped
RCF, we are well positioned to navigate the
dynamic landscape of core infrastructure. We
will maintain our disciplined approach, pursuing
only those transactions that add value, bolster
our portfolio, and improve our overall portfolio
composition, duration and other key metrics.
Our primary objective remains to deliver
long-term, predictable, and inflation-linked cash
flows that are value accretive to our
shareholders.
New opportunities
The most significant long-term driver for
infrastructure investment is the immense, unmet
global demand for it. According to the Global
Infrastructure Hub, the disparity between
government infrastructure spending and the
required amount will reach US$ 15 trillion by
2040. Infrastructure investment remains pivotal
in supporting GDP growth and economic
progress. The next decades will witness a
transformative shift in how we create a social
and secure environment for individuals,
generate and use energy, transport goods and
people, foster community connectivity, and
reshape the environment.
Extensive public investment in infrastructure
appears to be constrained, with governments
ruling out significant fiscal expansions due to
considerable debts and ongoing government
deficits. If governments are not able to take on
the role of infrastructure owner-investors
themselves, many infrastructure market
participants, including BBGI, believe that private
capital is well placed to step in and fill the gap.
In this landscape, we are committed to
identifying attractive opportunities that will
allow us to diversify and expand our essential
social infrastructure portfolio. We are exploring
prospects for portfolio diversification that
exhibit desirable characteristics, including
consistent long-term cash flows and inflation
correlation, in line with our established
investment policy. Such investments may
include extended concessions or outright asset
ownership. We will pursue these opportunities
with strict adherence to ESG standards, ensuring
that any new investment opportunity is
thoroughly evaluated by comparing their
potential benefits with other capital allocation
options.
North America
Canada
Canada's 'Investing in Canada Plan' commits
over CAD 180 billion until 2035 for infrastructure
projects. It is designed to achieve three
objectives: create long-term economic growth
to build a stronger middle class; support the
resilience of communities and transition to a
clean growth economy; and build social
inclusion and socioeconomic outcomes for all
Canadians. To promote these objectives, the
plan delivers investments across five streams:
Public Transit; Green; Social; Trade and
Transportation; and Rural and Northern
Communities. To date, the plan has invested
over CAD 144 billion in more than 94,000
projects.
To support Canada’s investment ambitions, the
Canadian Infrastructure Bank (‘CIB’) has a
mandate to invest in revenue-generating
infrastructure that benefits Canadians and
attracts private capital. The following areas
remain priorities for CIB investment: Public
Transit (CAD 5 billion); Green Infrastructure (CAD
10 billion); Clean Power (CAD 10 billion); Trade
Market Trends and Pipeline
26 BBGI Global Infrastructure S.A.
and Transportation (CAD 5 billion); and
Broadband Connectivity (CAD 3 billion). CIB's
role is continuously evolving, and new areas
such as clean fuel production; hydrogen
production, transportation and distribution;
carbon capture, utilisation, and storage; and
large-scale zero-emission vehicle charging and
refuelling infrastructure, have been added to its
mandate.
BBGI has benefited from Canada’s infrastructure
investments in the past and has built a portfolio
of 16 social infrastructure assets in the country.
With a reputation as a highly credible purchaser
and manager of such assets, BBGI is well-
positioned to take part in infrastructure
investments going forward. While opportunities
in traditional PPP procurements have reduced
over the last years, we anticipate there will
continue to be a diverse range of social
infrastructure investment opportunities in
Canada, in addition to the continued push into
energy, communication, and community
services investments.
US
Deglobalisation is an important megatrend that
will bolster private infrastructure investments.
The onshoring of manufacturing capacity and an
increased focus on energy security will
necessitate significant investments. Macro data
is beginning to reflect this trend. US
construction spending for manufacturing
reached a record high of over USD 130 billion in
2022, following six years of stagnation, and
further accelerated to USD 214 billion in 2023.
However, billions of dollars will not be spent
without certainty around energy supply,
transportation networks, utility services, and
high-speed internet access. These tailwinds
support investments across all core
infrastructure sectors in the US.
US government policies are playing a significant
role. The Infrastructure Investment and Jobs Act
(‘IIJA’), also known as the Infrastructure Bill,
provides for USD 1.2 trillion in spending, USD
550 billion of which will be new federal spending
to rebuild roads and bridges, improve clean
water infrastructure resilience, enhance EV
charging infrastructure, expand broadband
access, and more. The IIJA also expands how
states and municipalities may use private activity
bonds to help finance projects involving private
investment, such as carbon capture and
broadband access. The historic investments
included in the IIJA will significantly reshape the
future of infrastructure in the US. There is
optimism that an attractive pipeline of
infrastructure projects will continue to emerge,
whether through PPP projects at the federal,
state, and municipal levels, under alternative
procurement models, or through private-led
initiatives.
Europe
EU
European Union (‘EU’) frameworks and initiatives
will continue to support significant infrastructure
investments in the region. The European
Commission's (‘EC’) priorities include objectives
such as becoming the first climate-neutral
continent (European Green Deal), creating an
economy that ensures social fairness and
prosperity for all, modernising Europe for the
digital age, and enhancing Europe's role and
influence in the global arena.
Reducing emissions remains a key focus for the
EC, which recently recommended a 90 per cent
net greenhouse gas emissions reduction by
2040 compared to 1990 levels, as part of its
commitment to achieving climate neutrality by
2050 under the European Green Deal. All 27 EU
Member States have committed to this target.
Setting a 2040 climate target sends important
signals on how to invest and plan effectively for
the long term, thereby minimising the risks of
stranded assets. The energy and transportation
sectors are significantly impacted by the
ambitions of the European Green Deal. Similarly,
the EU's digital strategy, with a clear focus on
data, technology, and infrastructure, aims to
make digital transformation beneficial for
people and businesses, while also contributing
to the target of a climate-neutral Europe by
2050.
In 2021, the European Commission unveiled a
significant infrastructure investment strategy
aimed at mobilising up to EUR 300 billion of
investments in global development by 2027. The
Global Gateway strategy aims to develop
physical infrastructure worldwide in five key
sectors: digital, climate and energy, transport,
health, and education and research. This
strategy allows the EU to leverage both public
and private investment in priority areas.
By clearly defining its priorities and providing
supporting initiatives, the EU establishes a
framework that significantly influences
infrastructure investments across various
sub-sectors in its member states. We anticipate
a continuous flow of pipeline opportunities in
the core infrastructure space, which we will
diligently review according to our mandate.
BBGI has established a strong investment
presence in two key EU countries, Germany and
the Netherlands. With seven existing PPP assets
in Germany and three in the Netherlands, we are
well positioned to capitalise on future social
infrastructure opportunities. We have the
necessary internal resources, including native
BBGI senior team members, to engage
efficiently in forthcoming transactions. As seen
over the last years, PPP deal flow in greenfield
and brownfield assets has been inconsistent and
we do not anticipate a swift change.
Nonetheless, we continue to monitor and
evaluate alternative infrastructure activities,
particularly focusing on decarbonisation and
digitalisation investments. We believe that
Continental European infrastructure markets
remain active and are likely to offer attractive
investment opportunities over the medium
term.
UK:
The Infrastructure and Projects Authority (‘IPA’)
published the 2023 Analysis of the National
Infrastructure and Construction Pipeline in
February 2024. This report provides a robust
assessment of infrastructure investments over
the next decade in the UK, estimated at a total
of GBP 700-775 billion. Like other jurisdictions,
the report identifies the most pressing
investment needs in energy, transportation, and
social infrastructure in the short and medium
term. The IPA maps out the expected funding
mix, highlighting that energy and utilities, both
privatised sectors, have high proportions of
privately financed infrastructure projects. In
contrast, transport and social infrastructure
projects are predominantly funded by the public
sector or through a mixed funding approach
(public and private). In total, the IPA estimates
current or future opportunities for private
investment worth GBP 63 billion over the
10-year pipeline.
Established in 2021, the UK Infrastructure Bank
(‘UKIB’) focuses on increasing domestic
infrastructure investment by partnering with the
private sector and local governments. UKIB has
two strategic objectives: to address climate
change and to support regional and local
economic growth by enhancing connectivity,
creating new job opportunities, and increasing
productivity levels. The bank invests across the
infrastructure landscape, primarily targeting
economic infrastructure in five priority sectors:
clean energy, transport, digital, water, and waste.
This sector-based approach aligns with the UK
Government's net zero strategy, aiming for a
100 per cent reduction in greenhouse gas
emissions by 2050.
By understanding UK government priorities and
having access to supporting initiatives like UKIB,
private partners can contribute to the tasks
ahead. Private capital has been essential for
maintaining and developing the UK's existing
infrastructure, as well as financing new projects,
and will continue to do so in the future. Despite
some high-profile setbacks, we believe the UK
has a well-established and attractive
infrastructure market for private investors. The
Private Finance Initiative (‘PFI’) was a preferred
method of involving the private sector in
delivering essential infrastructure in the UK, but
it has not been utilised in recent years (being
discontinued in 2018). We have observed the
development of alternative procurement models
with similar attributes, such as the Mutual
Market Trends and Pipeline continued
Annual Report 2023 27
Corporate governanceStrategic report of the Management Board
Financial statements
Investment Model used for several
procurements in Wales. Additionally, we see
bespoke partnership models being applied in
other social infrastructure areas, such as health,
and there remains openness to consider
next-generation procurement models with
well-understood attributes and risk and return
profiles.
With the UK government continuing to
recognise the importance of infrastructure
investment alongside private partners in
creating jobs, boosting the economy, and
reaching its net zero targets, we remain
confident and committed that opportunities to
engage in the future UK investment pipeline will
emerge. We are actively seeking opportunities
to expand our essential social infrastructure
portfolio in the UK, searching for investments
with long-term, inflation-linked revenue streams
involving public sector counterparties or with a
link to the public sector. We also ensure that our
investments align with our strong ESG approach.
Australia
In Australia, an independent review of the
Infrastructure Investment Program was
announced in May 2023, with the aim of
ensuring that significant projects had an
adequate business case that would support
funding from the Australian Government. At the
announcement of the review, it brought about
reassurance that the Australian Government
remained committed to a ten-year, AUD 120
billion infrastructure pipeline. In November 2023
the Australian Government released its
Infrastructure Policy Statement, which aims to
define nationally significant transport
infrastructure, sets out three strategic themes
that will guide investment decisions, and
outlines how the Government will put these
themes into action.
With the focus on nationally significant
infrastructure projects, this will continue
benefitting investments in the land transport
network and/or other key freight routes, but
also in projects supporting other broader
national priorities such as housing. Productivity
and resilience, liveability and sustainability are
the three strategic themes identified from the
policy. While all themes are centred around
transportation, sustainability provides a strong
link to the Australian Government’s commitment
to cut emissions by 43 per cent by 2030 and
achieve net zero by 2050. Here the Government
will look to decarbonise transport assets
through the design, construction, and operation
of transport infrastructure, and will encourage
projects to facilitate the take-up of low or zero
emission transport technologies, which is
consistent with the Government’s National
Electric Vehicle Strategy. With the additional
planned activities from the State and Territory
governments, we believe that there will also be
significant effort towards energy transformation
and social infrastructure, including hospitals,
education and housing.
Over the last decade, Australia has been very
active in the development of core social
infrastructure projects and has demonstrated
that it is open for public and private
collaboration. With three large operational PPP
assets in Australia, BBGI has a well-established
foundation in the country. We will continue to
monitor actively the market for investment
opportunities, which we believe will continue
emerging from the infrastructure investment
activities envisaged at both State and Federal
level.
Outlook
BBGI remains committed to expanding our
core infrastructure portfolio. Since 2011, our
portfolio has grown from 19 social
infrastructure assets to 56, including roads,
schools, healthcare facilities, transportation,
and modern correctional facilities. This
growth was achieved while maintaining price
discipline and a selective approach to
evaluating potential investment
opportunities. As governments continue to
run deficits and the demand for repairing and
constructing new infrastructure grows, there
is an ongoing need for private sector
investment in infrastructure. We remain
poised to seize the right investment
opportunities that are value-accretive, with
long-term predictable and inflation-linked
revenues. These future investments will
further diversify and strengthen our portfolio
and enhance our overall portfolio
composition and key metrics, ensuring
sustainable returns for our shareholders.
A1/A6 motorway, Netherlands
Market Trends and Pipeline continued
28 BBGI Global Infrastructure S.A.
Operating and Financial Review
The Management Board is pleased to present the Operating and Financial Review
for the year ended 31 December 2023.
Highlights and Key Performance Indicators
Certain key performance indicators (‘KPIs’) for the past five years are outlined below:
KPI Target Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Commentary
Dividends
(paid or declared)
Progressive long-term
dividend growth in
pence per share
7.00 7.18 7.33 7.48 7.93
Achieved
Targets: 8.40pps for
2024 and 8.57pps for
2025
NAV per share Positive NAV per
share growth
2.0% 1.2% 2.1% 6.6% (1.4%)
Not achieved during the
reporting period
Annualised total NAV per
share return since IPO
7% to 8% annualised
10.0% 8.9% 8.8% 9.1% 8.6%
Achieved
Annualised total
shareholder return since
IPO
7% to 8% annualised
11.3% 11.0% 10.4% 8.8% 7.6%
Achieved
Ongoing charge Competitive cost
position
0.88% 0.86% 0.86% 0.87% 0.93%
Achieved
Cash dividend cover >1.0 x
1.30x 1.27x 1.31x 1.47x 1.40x
Achieved
Asset availability > 98% asset
availability
✓ ✓ ✓ ✓ ✓
Achieved
Single asset concentration
risk (as a percentage of
portfolio)
To be less than 25% of
portfolio immediately
post-acquisition
10%
(GEB)
9%
(GEB)
11%
(ORB)
11%
(ORB)
11%
(GEB)
Achieved
Availability-style assets
(as a percentage of portfolio)
>= 75% availability-
style assets
✓ ✓ ✓ ✓ ✓
Achieved
Annual Report 2023 29
Corporate governanceStrategic report of the Management Board
Financial statements
BBGI
FTSE All Share
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
200%
Dec 2023
Jun 2023
Dec 2022
Jun 2022
Dec 2021
Jun 2021
Dec 2020
Jun 2020
Dec 2019
Jun 2019
Dec 2018
Jun 2018
Dec 2017
Jun 2017
Dec 2016
Jun 2016
Dec 2015
Jun 2015
Dec 2014
Jun 2014
Dec 2013
Jun 2013
Dec 2012
Jun 2012
Dec 2011
Asset Management
Cash performance
Our portfolio performed well during the period,
with total cash flows ahead of projections and
the underlying financial models.
Construction exposure
Our investment policy is to invest principally in
assets that have completed construction and
are operational. Accordingly, investments in
assets that are under construction are limited to
25 per cent of the portfolio’s value. We aim to
produce a stable dividend, while gaining
exposure to the potential NAV uplift that occurs
when assets move from successful construction
to the operational phase.
As the year closed, all our infrastructure assets
were fully operational. The equity investment in
Highway 104, Nova Scotia, Canada reached
substantial completion in September 2023,
notably enhancing the region's travel efficiency
and safety, facilitating the flow of goods and
services, and strengthening community
connections.
This significant achievement was acknowledged
in 2023 when the Canadian Council for
Public-Private Partnerships honoured Highway
104 with the Gold Award for P3 Design &
Construction.
Investment performance
Returns track record
The Company’s share price has not been
immune to the market turbulence affecting the
alternative investment trust sector, leading to
the Company’s shares trading at a discount to
NAV for a significant part of the year. This trend
of share price softness, reflective of concerns
over high interest rates, high inflation, and
potential consumer downturns, has extended to
our UK-listed counterparts within the
infrastructure and wider alternatives sector.
Nevertheless, the Board does not believe BBGI’s
share price adequately reflects the value of our
portfolio, our high-quality inflation linkage, our
strong financial position and operational
performance.
With a focus on long-term investment, our
Company’s portfolio of low-risk, long-duration
assets, allows us to navigate through these
episodes of market volatility. The Board remains
vigilant in monitoring the share price discount,
considering it within the broader scope of our
capital allocation strategy. Any measures aimed
at reducing the discount are contemplated
carefully, with the overarching goal of ensuring
they align with the long-term interests of the
Company and its shareholders.
Against the FTSE All-Share, the Company has
shown a low ten-year beta of 0.28
10
The share price closed at 141.60 pence on 31
December 2023, representing a 4.2 per cent
discount to the NAV per share at the period-
end.
The total NAV return per share from IPO to 31
December 2023 was +8.6 per cent on an
annualised basis.
Distribution policy
Distributions on the ordinary shares are
planned to be paid twice a year, normally in
respect of the six months to 30 June and the six
months to 31 December.
Dividends
In April 2023, we paid a second interim
dividend of 3.74pps for the period 1 July 2022
to 31 December 2022. Together with the first
interim dividend (which was paid in October
2022), the total dividend for the year ended 31
December 2022 amounted to 7.48pps. The
Board approved a 2023 interim dividend of
3.965pps which was paid in October 2023. In
February 2024, after the year-end, the Company
declared a second interim dividend of 3.965pps,
which is in line with its dividend target for the
year of 7.93pps. Furthermore, the Board is
reaffirming its 2024 dividend target of 8.40pps
BBGI Total Shareholder Return
10 Refer to the Alternative Performance Measures section of this Annual Report for further details.
Operating and Financial Review continued
30 BBGI Global Infrastructure S.A.
Operating and Financial Review continued
Average annual dividend
increases from 2012 to 2023
3.4%
outpacing UK CPI over the same
period
FY 2024 target reconfirmed
8.40pps
a 6 per cent increase
FY 2025 target reconfirmed
8.57pps
a 2 per cent increase
and a dividend target for 2025 of 8.57pps.
Investor communications
The Company places great importance on
communication with its shareholders and
welcomes their views. We intend to remain at
the forefront of disclosure and transparency in
our sector, and therefore, the Management
Board and, where required, the Supervisory
Board, regularly review the level and quality of
the information that the Company makes
public.
The Company formally reports twice a year
through its Annual and Interim Reports. Other
Company information is provided through the
Company’s website and through market
announcements. At Shareholder General
Meetings, each share is entitled to one vote. All
votes validly cast at such meetings (including by
proxy) are counted, and the Company
announces the results on the day of the
relevant meeting.
The Management and Supervisory Boards are
keen to develop and maintain positive
relationships with the Company’s shareholders.
As part of this process, immediately following
release of the Annual and Interim Reports at the
end of March and August each year, members
of the Management Board present the
Company’s results to market analysts and
subsequently conduct investor roadshows and
offer shareholder meetings to discuss the
results, explain the ongoing strategy of the
Company, and receive feedback. Webcasts of
the results presentations are available for
viewing on BBGI's corporate website and
through the London Stock Exchange website.
Outside of these formal meetings, feedback
from investors is received by the Management
Board and the Corporate Brokers and, together
with the feedback from results meetings, is
reported to the Supervisory Board. Throughout
the year, Management Board have made
themselves available to shareholders and sector
analysts, for discussion of key issues and
expectations around Company performance.
The CEO and CFOO intend to continue to be
available to meet with shareholders periodically
to facilitate an open two-way communication
on the development of the Company.
Shareholders may contact members of both the
Management and Supervisory Boards at the
registered office of the Company, the address
for which can be found at the end of the Annual
Report or on the Company’s website at www.
bb-gi.com.
While shareholder engagement is typically
conducted by the CEO and CFOO, the Chair of
the Supervisory Board and Chairs of each
committee make themselves available
throughout the year to understand shareholder
views on governance and performance.
In 2021, we undertook a comprehensive
materiality assessment among our employees,
shareholders, clients, partners and
subcontractors to identify ten material topics
influencing our ESG strategy. These ten topics
have informed key ESG commitments and KPIs
that we are now tracking to ensure incremental
progress in our delivery of positive stakeholder
outcomes. A progress update of each KPI is
provided annually in our ESG Report.
Given this level of engagement with
shareholders and other stakeholders, the
Management and Supervisory Boards consider
that they meet the requirements of Association
of Investment Companies (‘AIC’) Code of
Corporate Governance Principle 5D.
Share capital
The issued share capital of the Company is
Proven progressive dividend policy
Pence per share
4
5
6
7
8
9
20212017
2024
target
2016 20192015 20222018
2025
target
2023
2020
3.4% average increase
+6%
+2%
201420132012
7.33
6.50
8.40
6.25
7.00
6.00
7.48
6.75
8.57
7.93
7.18
5.76
5.50
5.50
+6%
Annual Report 2023 31
Corporate governanceStrategic report of the Management Board
Financial statements
714,876,637 ordinary shares of no-par value. All
of the issued ordinary shares rank pari passu.
During the year ended 31 December 2023, the
Company issued 1,545,560 ordinary shares.
Voting rights
There are no special voting rights, restrictions,
or other rights attached to the ordinary shares,
nor are there any restrictions on the voting
rights they carry.
Discount management
The Management Board actively monitor any
discount to the NAV per share at which the
ordinary shares may trade and report to the
Supervisory Board on any such discount and to
the extent appropriate, propose actions to
mitigate this.
Purchase of ordinary shares by the Company
in the market
In order to assist in the narrowing of any
discount to the NAV at which the ordinary
shares may trade from time to time and/or to
reduce discount volatility, the Company may,
subject to shareholder approval:
– make market purchases of up to 14.99 per
cent annually of its issued ordinary shares;
and
– make tender offers for ordinary shares.
No shares have been bought back during the
year ended 31 December 2023. The most recent
authority to purchase ordinary shares, which
may be held in treasury or subsequently
cancelled, was granted to the Company on 28
April 2023. This authority expires on the date of
the next Annual General Meeting (‘AGM’) to be
held on 30 April 2024, at which point the
Company will propose to renew its authority to
buy back ordinary shares.
Continuation vote
The Company’s Articles of Association (‘Articles’)
require the Boards to offer a continuation vote
to the Company’s shareholders at every second
AGM to allow the Company to continue in its
current form. On 28 April 2023, at the
Company’s AGM, the shareholders voted
unanimously for the continuation of the
Company. In accordance with the Articles, a
further continuation vote will be offered to
shareholders at the AGM due to be held on 30
April 2025.
William R. Bennett Bridge, Canada
Operating and Financial Review continued
Cumulative dividend growth vs UK CPI
per cent
Cumulative BBGI dividend growth since IPO (%)
Cumulative UK CPI growth since IPO (%)
Dec 12
2.6
5.0
6.5
4.7
7.0
9.1
8.0
13.6
10.8
18.2
13.4
22.7
15.3
27.3
16.5
30.5
19.4
33.3
28.8
36.0
33.0
39.2
Dec 13 Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23
32 BBGI Global Infrastructure S.A.
The Management Board is responsible for carrying out the fair market valuation of the Company’s investments, which is then presented to the
Supervisory Board for consideration as part of its approval of the Annual and Interim Reports. The valuation occurs semi-annually on 30 June and 31
December and is reviewed by an independent third-party valuation expert.
The Company’s investments are principally non-market traded investments with predictable long-term contracted revenue; therefore, the valuation is
determined using the discounted cash flow methodology. Our forecast assumptions for key macroeconomic factors impacting cash flow include
inflation rates and deposit rates, changes in tax legislation, and enacted changes in taxation rates during the reporting period. These assumptions are
based on market data, publicly available economic forecasts, and long-term historical averages. We also exercise judgement in assessing the future
cash flows from each investment, using detailed financial models produced by each Portfolio Company and adjusting these models, where necessary,
to reflect our assumptions as well as any specific cash flow assumptions. The Company’s consolidated valuation is a sum-of-the-parts valuation with no
further adjustments made to reflect scale, scarcity, or diversification of the overall portfolio.
The fair value of each investment is then determined by applying an appropriate discount rate, alongside contracted foreign exchange rates, or
reporting period-end foreign exchange rates, and withholding taxes (as applicable).
The discount rates applied consider investment risks, including the phase of the investment (construction, ramp-up or stable operation), investment-
specific risks and opportunities, and country-specific factors.
Our determination of appropriate discount rates involves judgement based on market knowledge, insights from investment and bidding activities,
benchmark analysis with comparable companies and sectors, discussions with advisers and publicly available information. As a reasonability check to
our market-based approach and providing further guidance to determine the appropriate market discount rates, the Company complements its
market-based approach by using the capital asset pricing model (‘CAPM’) where government risk-free rates plus a risk premium are used to calibrate
discount rates.
A sensitivity analysis on the key assumptions is provided further in this Valuation section.
The below illustrates the breakdown of movements in the NAV.
Valuation
Key drivers for NAV change
The rebased opening portfolio value, after cash distributions from investments of £90.9 million, was £1,006.2 million.
Portfolio return consists of several components, including the unwinding of the discount rate, portfolio performance, the net effect of
actual inflation, and updated operating assumptions:
During the period, the Company recognised a £93.7 million portfolio return, representing an 8.8 per cent increase in the NAV resulting from the
unwinding of discount rates, and portfolio performance, which reflects current expectations based on the Company’s hands-on active asset
management. As the portfolio moves closer to forecasted investment distribution dates, the time value of those cash flows increases on a net present
value basis and this effect is called unwinding. £18.5 million of the £93.7 million is attributable to value enhancements delivered by our active asset
management approach. These value-accretive activities included effective lifecycle cost management, Portfolio Company savings, change order
revenue, tax and treasury management and optimised cash reserving.
Change in market discount rates:
The Company has increased the weighted average discount rate to 7.3 per cent (31 December 2022: 6.9 per cent), which the Management Board
believes to be appropriate for a portfolio of availability-style social infrastructure investments. This increase resulted in a reduction of £41.0 million,
representing a 3.8 per cent decrease in the NAV.
To determine the appropriate discount rate for each jurisdiction, the Company employs its judgement using a multifaceted approach; combining,
transactional analysis, benchmarking with comparable companies and sectors, discussions with advisers in the relevant markets, and utilising publicly
available information. Complementing this approach when there is reduced market transaction data, is the CAPM, which integrates government
875
925
975
1025
1075
1125
Add other
net
liabilities as at
31 December
2022
(i)
Net Asset
Value as at
31 December
2022
11.4
93.7
9.5
1,006.2
(41.0)
(90.9)
(23.3)
1,056.6
1,047.1
1,097.0
27.9
1,069.2
1.1%8.8% (2.2%)(3.8%)
% change in NAV
Portfolio value
31 December
2022
Distributions
from
investments
(ii)
Rebased
opening portfolio
value 1 January
2023
Portfolio
Return
(iii)
Change
in market
discount rate
Change in
macroeconomic
assumptions
Foreign
exchange
net movement
Portfolio value
31 December
2023
Other
net assets
as at
31 December
2023
(i)
Net Asset
Value as at
31 December
2023
£m
NAV movement 31 December 2022 to 31 December 2023
The NAV at 31 December 2023 was £1,056.6 million (31 December 2022: £1,069.2 million), representing a decrease of 1.2 per cent.
(i) These figures represent the net assets of the Group after excluding the investments at fair value through profit or loss (‘Investments at FVPL’) and the net position on currency hedging instruments.
Refer to the Pro Forma Balance Sheet in the Financial Results section of this Annual Report for further detail.
(ii) While distributions from Investments at FVPL reduce the portfolio value, there is no impact on the Company’s NAV as the effect of the reduction in the portfolio value is offset by the receipt of cash
at the consolidated Group level. Distributions in the above table are shown net of withholding tax.
(iii) Portfolio return comprises the unwinding of the discount rate, portfolio performance, the net effect of actual inflation, and updated operating assumptions to reflect current expectations.
Annual Report 2023 33
Corporate governanceStrategic report of the Management Board
Financial statements
risk-free rates and a risk premium, with
adjustments made to account for observed
volatility in risk-free rates during the year.
While there is no direct correlation between
government bond yields and the risk premium
on the one hand and market discount rates on
the other, the risk premium is a useful
additional data point.
Transaction volumes showed an increase in the
first half of 2023 compared to the latter half of
2022, but slowed in the second half of 2023,
and whilst at subdued levels, still provided
relevant market data. During the first half of
2023, we obtained at least one relevant
transactional data point for each currency in
which we invest, except for the Norwegian
krone. The CAPM analysis acts as a reasonability
check, providing guidance for potential
discount rate adjustments in instances where
transaction data is more limited.
The period saw ongoing macroeconomic
uncertainty, marked by significant volatility in
government bond yields between December
2022 and December 2023, ultimately closing at
or below the levels observed in December 2022.
These fluctuations contributed to a cautious
environment in the infrastructure secondaries
market as mentioned above.
Individual risk-free rates have generally closed
at or below the December 2022 rates, resulting
in a reduction in the weighted average risk-free
rate to 3.6 per cent (31 December 2022: 3.8 per
cent). The decision to increase the discount rate
to 7.3 per cent on a weighted average basis
represents a risk premium of approximately 3.7
per cent.
A risk premium of 3.7 per cent is within historic
ranges. The Management Board believes this to
be appropriate for the Company’s investment
portfolio, particularly considering the
heightened macroeconomic volatility observed
during the period.
Going forward, the Company is confident that
investment demand for stable and resilient
social infrastructure assets, offering long-term,
predictable and inflation-linked cash flows, will
remain strong.
Specific discount rates consider risks associated
with the investment including the phase the
investment is in, such as construction, ramp-up
or stable operation, investment-specific risks
and opportunities, and country-specific factors.
For investments in the construction phase, we
apply a risk premium to reflect the higher-risk
inherent during this stage of the investment’s
lifecycle. Currently, the portfolio has one
investment in the ramp-up phase, Highway 104,
which represents approximately 0.6 per cent of
the overall portfolio value.
Furthermore, we have applied risk premiums or
discounts to a limited number of other
investments based on their individual
circumstances. For example, we have adjusted
acute care hospitals in the UK, where a risk
premium of 50bps continues to be applied. The
only UK acute care hospital in the portfolio is
Gloucester Royal Hospital, representing less
than 1 per cent of the overall NAV. This risk
premium reflects the ongoing situation in the
UK, where some public health clients are facing
cost pressures and are actively seeking cost
savings, including deductions. To date, BBGI has
not been affected.
GBP/
Valuation
impact
FX rates as of
31 December 2023
FX rates as of
31 December 2022
FX rate
change
AUD 1.8690 1.7743 (5.34%)
CAD
1.6871 1.6386 (2.96%)
EUR
1.1532 1.1298 (2.07%)
NOK
12.9571 11.9150 (8.75%)
USD
1.2731 1.2097 (5.24%)
Valuation continued
Jun
07
Dec
07
Jun
08
Dec
08
Jun
09
Dec
09
Jun
10
Dec
10
Jun
11
Dec
11
Jun
12
Dec
12
Jun
13
Dec
13
Jun
14
Dec
14
Jun
15
Dec
15
Jun
16
Dec
16
Jun
17
Dec
17
Jun
18
Dec
18
Jun
19
Dec
19
Jun
20
Dec
20
Jun
21
Dec
21
Jun
22
Dec
22
Jun
23
Dec
23
7.4%
7.5%
7.9%
8.0%
8.5%
8.6%
8.4% 8.6%
8.6% 8.5%
8.5%
8.5%
8.4% 8.4% 8.4%
8.2%
8.1%
7.9%
7.8%
7.6%
7.5%
7.4%
7.2% 7.2%
7.1%
7.1% 7.0%
6.8%
6.6% 6.6% 6.6%
6.9%
7.2%
7.3%
2.7%
3.1%
3.3%
4.5%
4.3%
4.3%
4.7%
4.7%
4.7%
5.7%
5.9%
5.9%
5.2%
4.9%
5.3%
5.8%
5.5%
5.5%
6.1%
5.4%
5.4%
5.3%
5.1%
5.2%
5.6%
5.5%
6.2%
5.9%
5.1%
5.1%
3.6%
3.1%
3.4%
3.7%
4.8%
4.3%
4.6%
3.5%
4.1%
4.3%
3.8%
3.8%
3.9%
2.9%
2.6%
2.7%
3.2%
3.5%
3.1%
2.3%
2.5%
2.4%
1.7%
2.2%
2.1%
2.1%
2.1%
2.0%
1.5%
1.5%
0.8%
0.9%
1.5%
1.5%
3.0%
3.8%
3.8%
3.6%
Weighted average risk free government bonds
(ii)
Risk premium
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
Discount rate
Average discount rates
(i)
(i) Sector average from listed peers for the period from Dec-2007 until Dec-2010 and the BBGI discount rate from Dec-2011.
(ii) Based on the weighted geographical breakdown of BBGI portfolio as at each valuation period; considering the following
securities yield rates: Canadian Government Debt – 20 Years, UK Government Debt – 20 Years, Australian Government Debt –
15 Years, US Treasury Bond – 30 Years, German Government – 20 Years, Norway Swap Rate - 10 Years and Netherlands
Government Debt – 20 Years.
Change in macroeconomic assumptions:
During the period, the Company recognised an
increase in the portfolio value of £11.4 million, or
a 1.1 per cent increase in the NAV, attributed to
changes in macroeconomic assumptions. The
primary drivers of this increase included positive
revisions to short-term and long-term deposit
rate assumptions, as well as inflation assumptions.
These positive revisions were partially offset by
the negative effect of proposed changes in
Canadian tax legislation.
Short-term and long-term deposit rates
accounted for £25.7 million of this increase.
Short-term deposit rates have risen in conjunction
with the increase in underlying benchmark rates
and are expected to remain at elevated levels in
most jurisdictions. We also believe it appropriate
to update some of our long-term deposit rate
assumptions to reflect the current rate
environment, bringing them in line with long-
term averages. The effect of revised deposit rate
assumptions resulted in a £25.7 million, or a 2.4
per cent increase in NAV.
The net effect of changes to inflation forecasts
represented a further increase of £4.2 million.
The final legislation of the Canadian excessive
interest and financing expenses limitation rules
(‘EIFEL’) were released in late 2023 (see the risk
section for further details). These rules are
expected to have an additional negative impact
of £16.3 million on the Company’s Canadian
portfolio, adding to the £9.8m provision taken in
FY2022. As a result, the Company’s NAV at 31
December 2023 fully reflects the expected impact
of the final legislation.
Foreign exchange:
A significant proportion of the Company’s
underlying investments are denominated in
currencies other than Sterling. The Company
maintains its accounts, prepares the valuation and
pays dividends in Sterling. Accordingly,
fluctuations in exchange rates between Sterling
and the relevant local currencies will affect the
value of the Company’s underlying investments.
The forecasted distributions from investments are
converted to Sterling at either the contracted
foreign exchange rate, for 100 per cent of
non-Sterling and non-Euro-denominated cash
flows forecasted to be received over the next four
years, or at the closing foreign exchange rate for
the unhedged future cash flows.
During the period ended 31 December 2023, the
appreciation of Sterling (‘GBP’) against the
Canadian Dollar (‘CAD’), Australian Dollar (‘AUD’),
the Euro (‘EUR’), the US Dollar (‘USD’), and the
Norwegian Krone (‘NOK’) accounted for a net
decrease in the portfolio value of £23.3 million.
Since IPO in December 2011, the net cumulative
effect of foreign exchange movements on the
portfolio value, after considering the effect of
balance sheet hedging, has been an increase of
£2.0 million, or 0.2 per cent of the 31 December
2023 NAV.
34 BBGI Global Infrastructure S.A.
The table below shows the closing exchange
rates, which were used to convert unhedged
future cash flows into the reporting currency at
31 December 2023.
Although the closing rate is the required
conversion rate to use for the unhedged future
cash flows, it is not necessarily representative of
future exchange rates as it reflects a specific
point in time.
The Group uses forward currency swaps to (i)
hedge 100 per cent of forecasted cash flows
over the next four years on an annual rolling
basis, and (ii) to implement balance sheet
hedging in order to limit the decrease in the
NAV to approximately three per cent, for a ten
per cent adverse movement in foreign
exchange rates
11
. This is achieved by hedging a
portion of the non-Sterling and non-Euro
portfolio value. Forecasted distributions in Euro
are not hedged, as a natural hedge is in place
due to a significant portion of the running costs
incurred at the consolidated level being
denominated in Euro. The effect of the
Company’s hedging strategy can also be
expressed as a theoretical or implicit portfolio
Valuation continued
31 December 2023 31 December 2022
Inflation
UK
(i)
RPI/CPIH
5.20% (actual) for 2023; 3.80% for 2024 then 3.00%
(RPI) / 2.25% (CPIH)
13.40% (actual) for 2022; 5.80% for 2023 then 2.75%
(RPI) / 2.00% (CPIH)
Canada
3.90% (actual) for 2023; 2.50% for 2024; 2.10% for 2025
then 2.00%
6.30% (actual) for 2022; 4.00% for 2023; 2.30% for 2024
then 2.0%
Australia
4.50% for 2023; 3.50% for 2024 3.00% for 2025 then
2.50%
8.00% for 2022; 4.75% for 2023; 3.25% for 2024 then
2.50%
Germany
(ii)
3.70% (actual) for 2023; 2.70% for 2024; 2.10% for 2025
then 2.00%
8.40% for 2022; 6.30% for 2023; 3.40% for 2024 then
2.00%
Netherlands
(ii)
3.80% (actual) for 2023; 2.70% for 2024; 2.10% for 2025
then 2.00%
8.40% for 2022; 6.30% for 2023; 3.40% for 2024 then
2.00%
Norway
(ii)
4.80% (actual) for 2023; 4.50% for 2024; 2.50% for 2025
then 2.25%
5.90% (actual) for 2022; 4.90% for 2023 then 2.25%
US 3.40% (actual) for 2023 then 2.50% 6.50% (actual) for 2022; 3.40% for 2023 then 2.50%
Deposit
rates
(p.a.)
UK 4.50% to Q4 2024 then 2.50% 2.00% to Q4 2024 then 1.50%
Canada 4.75% to Q4 2024 then 2.50% 3.50% to Q4 2024 then 1.75%
Australia 4.75% to Q4 2024 then 3.50% 3.25% to Q4 2024 then 3.00%
Germany/
Netherlands
3.25% to Q4 2024 then 2.00% 0.50% to Q4 2024 then 1.00%
Norway 4.75% to Q4 2024 then 2.75% 2.00% to Q4 2024 then 2.00%
US 4.50% to Q4 2024, then 2.50% 3.75% to Q4 2024, then 1.50%
Corporate
tax rates
(p.a.)
UK 25.00% 19.00% until March 2023 then 25.00%
Canada
(iii)
23.00% / 26.50% / 27.00% / 29.00% 23.00% / 26.50% / 27.00% / 29.00%
Australia 30.00% 30.00%
Germany
(iv)
15.83% 15.83%
Netherlands 25.80% 25.80%
Norway 22.00% 22.00%
US 21.00% 21.00%
(i) On 25 November 2020, the UK Government announced the phasing out of the Retail Price Index (‘RPI’) after 2030 to be replaced with the Consumer Prices Index including owner occupiers
Housing costs (‘CPIH’). The Company’s UK portfolio indexation factor changes from RPI to CPIH beginning on 1 January 2031.
(ii) Consumer Price Index (‘CPI’) indexation only. Where investments are subject to a basket of indices, a projection for non-CPI indices is used.
(iii) Individual tax rates vary among Canadian provinces: Alberta; Ontario; Quebec; Northwest Territories; Saskatchewan; British Columbia; New Brunswick.
(iv) Including solidarity charge; individual local trade tax rates are considered in addition to the tax rate above.
Macroeconomic assumptions
In addition to the discount rates, we use the following assumptions (‘Assumptions’) for the cash flows:
11 Based on the portfolio composition on the date the balance sheet hedge contracts are entered into.
Annual Report 2023 35
Corporate governanceStrategic report of the Management Board
Financial statements
(10%) (8%) (6%) (4%) (2%) 0%
Positive change in variable
Negative change in variable
Discount rate +/- 1%
Inflation rate -/+ 1%
Foreign Exchange +/- 10%
Combined +1% inflation, deposit rates,
and discount rates
Lifecycle costs +/- 10%
Deposit rate -/+ 1%
Corporate tax rate +/- 1%
Refinancing –
senior debt rate + 1%
GDP -/+ 0.5%
(7.3%)
(3.9%)
(2.4%)
(2.1%)
(1.2%)
0.0%
2.0%
2.2%
1.9%
(2.9%) 2.9%
4.3%
8.4%
2% 4% 6% 8% 10%
Inflation rate +2% for 3 years
Inflation rate +2% for 1 year
Combined -1% inflation, deposit rates,
and discount rates
(1.5%)
(0.8%)
2.9%
1.1%
1.1%
Sensitivities
allocation to Sterling exposure. In other words,
on an unhedged basis, the portfolio allocation
to Sterling exposure at 31 December 2023
would need to be approximately 72 per cent to
obtain the same NAV sensitivity to a ten per
cent adverse change in foreign exchange rates,
as shown in the foreign exchange sensitivity
table below.
Macroeconomic events
The quality and predictability of portfolio cash
flows has come into sharper focus given
uncertainty in the markets generally and
continued elevated inflation levels. Against this
backdrop, the Company is well-positioned
through its high-quality inflation linkage, which
is achieved through annually updated
contractual indexation in the Company’s Project
Agreements.
Additionally, there has been no material adverse
effect on the portfolio valuation resulting from
current global conflicts. This is primarily because
the Company holds a low-risk portfolio with
contracted cash flows, coupled with strong
stakeholder collaboration to identify and
mitigate any potential adverse effects.
Discount rate sensitivity
The weighted average discount rate applied to
the Company’s portfolio of investments is the
single most important judgement and variable.
The following table shows the sensitivity of the
NAV to a change in the discount rate.
Discount rate
sensitivity
(i)
Change in NAV
31 December 2023
Increase by 1% to c.
8.3%
£(77.0) million, i.e.
(7.3)%
Decrease by 1% to c.
6.3%
£88.3 million, i.e.
8.4%
(i) Based on the weighted average rate of 7.3 per cent.
Inflation has increased in all jurisdictions across
Inflation has increased in all jurisdictions across
BBGI’s geographies, and interest rates have
risen from historical lows, although in some
jurisdictions these trends have reversed over
the period. Should long-term interest rates
change substantially further, this is likely to
further affect discount rates, and as a result,
impact portfolio valuation.
Combined sensitivity: inflation, deposit rates
and discount rates
It is reasonable to assume that macroeconomic
movements would affect discount rates, deposit
rates and inflation rates, and not be isolated to
one variable. To illustrate the effect of this
combined movement on the Company’s NAV,
two scenarios were created assuming a one
percentage point change in the weighted
average discount rate, and a one percentage
point change in both deposit and inflation rates
above the macroeconomic assumptions.
Combined sensitivity:
inflation, deposit rates
and discount rates
Change in NAV 31
December 2023
Increase by 1% £(16.3) million, i.e.
(1.5)%
Decrease by 1% £19.9 million, i.e.
1.9%
Inflation sensitivity
The Company’s investments are contractually
entitled to receive contracted revenue streams
from public sector clients, which are typically
adjusted every year for inflation. Facilities
management subcontractors for
accommodation investments and operating and
maintenance subcontractors for transport
investments have similar indexation
arrangements. The portfolio cash flows are
positively linked with inflation (e.g. RPI, CPI, or a
basket of indices).
This inflation linkage is achieved through
contractual indexation mechanics in the various
Project Agreements with the public sector
clients at the Portfolio Companies and the
inflation adjustment updated at least annually.
Inflation sensitivity
The table below shows the sensitivity of the
NAV to a change in inflation rates compared to
the assumptions in the table above:
Inflation sensitivity
Change in NAV 31
December 2023
Inflation +1% £45.4 million, i.e.
4.3%
Inflation −1% £(40.9) million, i.e.
(3.9)%
Short-term inflation sensitivity
Inflation may continue to be elevated for the
short-term before diminishing. To illustrate the
effect of persistent higher short-term inflation
on the Company’s NAV, two scenarios were
created assuming inflation is two percentage
points above our assumptions for the next one
and three years.
Short-term inflation
sensitivity
Change in NAV 31
December 2023
Inflation +2% for
one year
£11.7 million, i.e.
1.1%
Valuation continued
Expressed as % of NAV
36 BBGI Global Infrastructure S.A.
Inflation +2% for
three years
£30.7 million, i.e.
2.9%
Foreign exchange sensitivity
As described above, a significant proportion of
the Company’s underlying investments are
denominated in currencies other than Sterling.
The following table shows the sensitivity of the
NAV to a change in foreign exchange rates:
Foreign exchange
sensitivity
(i)
Change in NAV 31
December 2023
Increase by 10% £(30.8) million, i.e.
(2.9)%
Decrease by 10% £31.1 million, i.e.
2.9%
(i) Sensitivity in comparison to the spot foreign exchange rates
as at 31 December 2023 and considering the contractual
and natural hedges in place, derived by applying a ten per
cent increase or decrease to the Sterling/foreign currency
rate.
Deposit rate sensitivity
Portfolio Companies typically have cash
deposits that are required to be maintained as
part of the senior debt funding requirements
(e.g. six-month debt service reserve accounts
and maintenance reserve accounts). The asset
cash flows are positively correlated with the
deposit rates.
The table below shows the sensitivity of the
NAV to a percentage point change in long-term
deposit rates compared to the long-term
assumptions in the table above:
Deposit rate
sensitivity
Change in NAV 31
December 2023
Deposit rate +1% £21.0 million, i.e.
2.0%
Deposit rate −1% £(21.7) million, i.e.
(2.1)%
Lifecycle costs sensitivity
Lifecycle costs are the cost of planned
interventions or replacing material parts of an
asset to maintain it over the concession term.
They involve larger items that are not covered
by routine maintenance and, for roads, will
include items such as replacement of asphalt,
rehabilitation of surfaces, or replacement of
equipment. Lifecycle obligations are generally
passed down to the facility maintenance
provider, except for transportation investments,
where these obligations are typically retained
by the Portfolio Company.
Of the 56 investments in the portfolio, 20
investments retain the lifecycle obligations. The
remaining 36 investments have this obligation
passed down to the subcontractor.
The table below shows the sensitivity of the
NAV to a change in lifecycle costs:
Lifecycle costs
sensitivity
(i)
Change in NAV 31
December 2023
Increase by 10% £(24.9) million, i.e.
(2.4)%
Decrease by 10% £22.8 million, i.e.
2.2%
(i) Sensitivity applied to the 20 investments in the portfolio
that retain the lifecycle obligation i.e. the obligation is not
passed down to the subcontractor.
Corporate tax rate sensitivity
The profits of each Portfolio Company are
subject to corporation tax in the country where
the Portfolio Company is located.
The table below shows the sensitivity of the
NAV to a change in corporate tax rates
compared to the assumptions in the table
above:
Corporate tax rate
sensitivity
Change in NAV 31
December 2023
Tax rate +1% £(12.2) million, i.e.
(1.2)%
Tax rate −1% £12.0 million, i.e.
1.1%
Refinancing: senior debt rate sensitivity
Assumptions are used where a refinancing of
senior debt is required for an investment during
the remaining investment concession term.
There is a risk that such assumptions may not
be achieved.
The table below shows the sensitivity of the
NAV to a one percentage point increase in the
forecasted debt rate.
Senior debt
refinancing sensitivity
Change in NAV 31
December 2023
Debt rate +1% £(7.9) million, i.e.
(0.8)%
Refinancing sensitivity relates to the Northern
Territory Secure Facilities, as it is common
practice in the Australian infrastructure market
to have senior debt durations that are typically
between five and seven years. We assume three
refinancings for the Northern Territory Secure
Facilities, between the fourth quarter of 2025
and the fourth quarter of 2038. Long-term
interest rate hedges fully mitigate base rate risk,
leaving exposure only to potential changes in
margin.
Gross Domestic Product sensitivity
Our portfolio is not sensitive to movements in
GDP.
The principal risks faced by the Group and the
mitigants in place are outlined in the Risk section.
Key Portfolio Company and portfolio
cash flow Assumptions underlying the
NAV calculation include:
The discount rates and the Assumptions, as
set out above, continue to be applicable.
The updated financial models used for the
valuation accurately reflect the terms of all
agreements relating to the Portfolio
Companies and represent a fair and
reasonable estimation of future cash flows
accruing to the Portfolio Companies.
Cash flows from and to the Portfolio
Companies are received and made at the
times anticipated.
Non-UK investments are valued in local
currency and converted to Sterling at either
the period-end spot foreign exchange rates
or the contracted foreign exchange rate.
Where the operating costs of the Portfolio
Companies are contractually fixed, such
contracts are performed according to
terms, and where such costs are not fixed,
they remain within the current forecasts in
the valuation models.
Where lifecycle costs/risks are borne by the
Portfolio Companies, they remain in line with
current forecasts in the valuation models.
Contractual payments to the Portfolio
Companies remain on track and contracts
with public sector or public sector-backed
counterparties are not terminated before
their contractual expiry date.
Any deductions or abatements during the
operations period of Portfolio Companies
are passed down to subcontractors under
contractual arrangements or are part of the
planned (lifecycle) forecasts.
Changes to the concession period for
certain investments are realised.
In cases where the Portfolio Companies
have contracts which are in the construction
phase, they are either completed on time or
any delay costs are borne by the
construction contractors.
Enacted tax rates, enacted regulatory
changes, or expected regulatory changes
with a high probability, on or prior to this
reporting period-end with a future effect
materially impacting cash flow forecasts,
are reflected in the financial models.
In forming the above assessments, BBGI uses its
judgement and works with our Portfolio
Company management teams, as well as using
due diligence information from, or working
with, suitably qualified third parties such as
technical, legal, tax and insurance advisers.
Valuation continued
Annual Report 2023 37
Corporate governanceStrategic report of the Management Board
Financial statements
Financial Results
The Consolidated Financial Statements of the Group for the year ended 31 December 2023 are in the Financial Statements section of this Annual
Report.
Basis of accounting
We have prepared the Group’s Consolidated Financial Statements in accordance with International Financial Reporting Standards accounting standards
(‘IFRS’) as adopted by the European Union (‘EU’). In accordance with IFRS, the Company qualifies as an Investment Entity and, as such, does not
consolidate its investments in subsidiaries that qualify as investments at fair value through profit or loss. Certain subsidiaries that are not Investments at
FVPL, but instead provide investment-related services or activities that relate to the investment activities of the Group, are consolidated. As an
Investment Entity, the Company recognises distributions from Investments at FVPL as a reduction in their carrying value. These distributions reduce the
estimated future cash flows which are used to determine the fair value of the Investments at FVPL. The accounting principles applied are in line with
those principles applied in the prior year reporting.
Income and costs
Pro forma Income Statement
Investment Basis
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Income from Investments at FVPL
(i)
44.5 154.0
Other operating income 1.4 0.1
Operating income 45.9 154.1
Administrative expenses (12.1) (11.7)
Other operating expenses
(i)
(1.1) (5.3)
Net finance result (2.5) (2.0)
Net gain/(loss) on balance sheet hedging
(i)
13.4 (12.6)
Profit before tax 43.6 122.5
Tax expense – net (3.3) (3.5)
Profit for the year 40.3 119.0
Other comprehensive loss (0.8) (0.5)
Total comprehensive income 39.5 118.5
Basic earnings per share (pence) 5.6 16.7
(i) Prior year comparative figures have been reclassified to ensure consistency with the current year's presentation. The realised gain or loss on the settlement of cash flow hedges is presented under Other operating income (expenses), and balance sheet
hedging is presented under Net gain(loss) on balance sheet hedging. The unrealised components on the marked-to-market of the cash flow and balance sheet hedges are included under Income from Investments at FVPL. This reclassification does not change
the previously reported profit for the year nor the prior period NAV.
During the year, the Group recognised income from Investments at FVPL of £44.5 million (31 December 2022: £154.0 million). This income comprises
the following components:
Investment Basis
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Discount unwinding 75.2 67.8
Change in market discount rate (41.0) (28.5)
Value enhancements 18.5 13.8
Change in macroeconomic assumptions 11.4 60.7
Net movement on foreign exchange (23.3) 37.1
Others 3.7 3.1
Income from investments at FVPL 44.5 154.0
Administrative expenses include personnel expenses, legal and professional fees, and office and administration expenses. For more details, refer to the
Group Level Corporate Cost analysis provided on the next page.
38 BBGI Global Infrastructure S.A.
Group Level Corporate Cost Analysis
The table below is prepared on an accrual basis.
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Personnel expenses 8.0 7.9
Legal and professional fees 2.7 2.6
Office and administration 1.4 1.2
Acquisition-related costs 0.1 0.6
Corporate costs 12.2 12.3
Acquisition-related costs incurred for the year amounted to £0.1 million (31 December 2022: £0.6 million), and include unsuccessful bid costs of £0.1
million (31 December 2022: less than £0.1 million).
Taxes
Taxes for the year ended 31 December 2023 totalled £3.3 million (31 December 2022: £3.5 million). This includes withholding taxes from the countries
of origin for certain portfolio distributions received by consolidated entities, the Company’s annual subscription tax and both current and deferred
taxes of the consolidated subsidiaries.
The Company, being an undertaking for collective investment in Luxembourg, is exempt from corporate income tax and instead incurs a 0.05 per cent
annual subscription tax on its total net assets. As a SICAV, it is not liable for capital gains or income taxes. Taxes on all other consolidated subsidiaries
adhere to the rates applicable in their respective jurisdictions.
Net finance result
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Finance costs on loan and borrowings 3.1 2.2
Interest income on bank deposits (0.6) (0.2)
Net finance result 2.5 2.0
The net finance result for the year amounted to £2.5 million (31 December 2022: £2.0 million). This figure includes borrowing costs, commitment fees,
and other related fees associated with the RCF. As of 31 December 2023, the Group had no outstanding borrowings under the RCF.
Ongoing Charges
The Ongoing Charges (‘OGC’) percentage presented in the table below is prepared in accordance with the AIC recommended methodology, latest update
published in April 2022.
Ongoing Charges Information
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Ongoing Charges (using AIC recommended methodology) 0.93% 0.87%
In accordance with the AIC recommended methodology, fees that are linked to investment performance could be viewed as analogous to performance
fees paid by externally-managed investment companies and should therefore be excluded from the principal OGC calculation.
Fees directly linked to investment performance recorded in 2023 as a percentage of average NAV were 0.11 per cent (2022: 0.09 per cent). Combined,
the aggregate of Ongoing Charges plus investment performance fees was 1.04 per cent in the year (2022: 0.96 per cent).
Financial Results continued
Annual Report 2023 39
Corporate governanceStrategic report of the Management Board
Financial statements
The table below provides a reconciliation of Ongoing Charges and the Ongoing Charges Percentage to the administrative expenses under IFRS.
Year ended
31 Dec 23
£ million
(except %)
Year ended
31 Dec 22
£ million
(except %)
Corporate costs to 31 December 12.2 12.3
Less: Non-recurring costs as per AIC guidelines
Non-recurring professional and external advisory costs
Non-recurring personnel costs (0.6) (0.6)
Acquisition-related advisory costs (0.5) (0.8)
Compensation linked to investment performance (0.1) (0.6)
Recurring costs per AIC guidelienes
(i)
9.8 9.3
Divided by:
Average undiluted Investment Basis NAV for 2023
(average of 31 December 2023: £1,056.6 million and 30 June 2023: £1,056.7 million) 1,056.7 1,069.0
Ongoing Charges percentage
(i)
0.93% 0.87%
(i) Figures reported are based on actual results rather than the rounded figures presented in this table.
Movement in net cash / debt
Year ended
31 Dec 23
£ million
Year ended
31 Dec 22
£ million
Net cash/(debt) at the beginning of the year (26.3) 26.9
Distributions from Investments at FVPL
(i)
94.5 96.3
Dividends paid (53.5) (51.7)
Net cash flows used in operating activities (19.4) (20.3)
Additional Investments at FVPL and other assets – (64.5)
Realised hedging gain/(loss) on investing activities 13.4 (12.6)
Impact of foreign exchange movements 1.0 (0.4)
Net cash/(debt) at the end of the year 9.7 (26.3)
(i) Distributions from Investment at FVPL are shown gross of withholding tax. The associated withholding tax outflow is included in ‘Net cash flows used in operating activities’.
The Group's portfolio of investments continued to perform strongly over the year, with gross distributions ahead of forecast.
During the year, the Company made a total repayment of £71.4 million on the RCF and had no drawdowns outstanding as at 31 December 2023. All
drawdowns relating to the previous year’s John Hart and the A7 portfolio acquisitions were repaid in full by utilising free cash flow generated by the
Group’s operations.
Refer to the Consolidated Statement of Cash Flows for further details on cash flows during the year ended 31 December 2023.
Cash dividend cover
For the year ended 31 December 2023, the Group achieved a cash dividend cover ratio of 1.40x (year ended 31 December 2022: 1.47x) calculated as
follows:
31 Dec 2023
£ million
(except ratio)
31 Dec 2022
£ million
(except ratio)
Distributions from Investments at FVPL 94.5 96.3
Less: Net cash flows used in operating activities (19.4) (20.3)
Net distributions 75.1 76.0
Divided by: Cash dividends paid 53.5 51.7
Cash dividend cover (ratio) 1.40x 1.47x
Financial Results continued
40 BBGI Global Infrastructure S.A.
The strong cash dividend coverage for the year was underpinned by BBGI’s contracted, high-quality inflation-linked portfolio cash flows. We are
reconfirming our progressive dividend policy and we expect our dividend target for 2024 of 8.40pps to be fully covered.
Pro Forma Balance Sheet
Investment Basis
31 Dec 2023
£ million
31 Dec 2022
£ million
Investments at FVPL 1,047.1 1,097.0
Trade and other receivables 0.9 0.9
Other assets and liabilities (1.1) (2.4)
Net cash (debt) 9.7 (26.3)
NAV attributable to ordinary shares 1,056.6 1,069.2
Three-year comparative of Investment Basis NAV 31 Dec 23 31 Dec 22 31 Dec 21
NAV (millions) 1,056.6 1,069.2 1,001.6
NAV per share (pence) 147.8 149.9 140.7
The NAV decreased by 1.2 per cent to £1,056.6 million at 31 December 2023 (31 December 2022: £1,069.2 million), and by 1.4 per cent on an NAV per
share basis. The NAV per share is calculated by dividing the NAV by the number of Company shares issued and outstanding at the end of the reporting
period. This information presents the residual claim of each shareholder to the net assets of the Group.
Financial Results continued
Annual Report 2023 41
Corporate governanceStrategic report of the Management Board
Financial statements
Alternative Performance Measures (‘APM’)
APM is understood as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure
defined or specified under IFRS. The Group reports a selection of APM as summarised in the table below and as used throughout this Annual Report.
The Management Board believes that these APM provide additional information that may be useful to the users of this Annual Report.
The APM presented here should supplement the information presented in the Financial Statement section of this Annual Report. The APM used are not
measures of performance or liquidity under IFRS and should not be considered in isolation or as a substitute for measures of profit, or as an indicator
of the Group’s operating performance or cash flows from operating activities, as determined in accordance with IFRS.
APM Explanation 31 December 2023 31 December 2022
Annualised total
NAV return per
share
On a compounded annual growth rate basis. This represents the steady state
annual growth rate based on the NAV per share at 31 December 2023 assuming
dividends declared since IPO in December 2011 have been reinvested.
8.6% 9.1%
Annualised Total
Shareholder
Return Since IPO
(‘Annualised TSR’)
On a compounded annual growth rate basis. This represents the steady state
annual growth rate based on share price as at 31 December 2023, assuming
dividends declared since IPO in December 2011 have been reinvested.
Investment performance can be assessed by comparing this figure to the seven
per cent to eight per cent TSR target set at IPO.
7.6% 8.8%
Asset availability Calculated as a percentage of actual availability payments received, as a
percentage of scheduled availability fee payments. The Company targets a rate in
excess of 98 per cent. A high asset availability rate can be viewed as a proxy to
strong underlying asset performance.
99.9% 99.9%
Cash dividend
cover ratio
The cash dividend cover ratio is a multiple that divides the total net cash
generated in the period (available for distribution to investors) by the total cash
dividends paid in the period based on the cash flow from operating activities
under IFRS. A high cash dividend cover ratio reduces the risk that the Group will
not be able to continue making fully covered dividend payments.
1.40x 1.47x
Inflation linkage Represents the contractual, index-linked provisions, which adjust annually to
provide a positive and high-quality link to inflation. The measure represents the
increase in portfolio returns if inflation is one percentage point higher than our
modelled assumptions for all future periods. Under current assumptions, the
expected portfolio return would increase from 7.3 per cent to 7.8 per cent for a
one percentage point increase to our inflation assumptions.
0.5% 0.5%
Net cash/(debt) This amount, when considered in conjunction with the available commitment
under the Group’s RCF (unutilised RCF amount of £228.9 million as at 31
December 2023), is an indicator of the Group’s ability to meet financial
commitments, to pay dividends, and to undertake acquisitions.
£9.7 million £(26.3) million
Ongoing charges Represents the estimated reduction or drag on shareholder returns as a result of
recurring operational expenses incurred in managing the Group’s consolidated
entities and provides an indication of the level of recurring costs likely to be
incurred in managing the Group in the future.
0.93% 0.87%
Target dividend Represents the forward-looking target dividend per share. These are targets
only and are not a profit forecast. There can be no assurance that these targets
will be met or that the Company will make any distribution at all.
8.40 for 2024;
8.57 for 2025
7.93 for 2023;
8.40 for 2024;
8.57 for 2025
Ten-year beta Calculated using the FTSE All-Share, ten-year data representing the ten years
preceding 31 December 2023. This performance measure demonstrates the level
of volatility of the Company’s shares in comparison to the wider equity market.
0.28 0.24
Total Shareholder
Return since IPO
(‘TSR’)
The TSR combines share price appreciation and dividends paid since IPO in
December 2011 to represent the total return to the shareholder expressed as a
percentage. This is based on share price at 31 December 2023 and after adding
back dividends paid or declared since IPO.
141.1% 152.6%
Weighted average
portfolio life
Represents the weighted average, by value, of the remaining individual project
concession lengths. Calculated by reference to the existing portfolio at 31
December 2023, assuming no future portfolio additions.
19.3 20.2
12 Calculated using the Morningstar methodology.
42 BBGI Global Infrastructure S.A.
Reconciliation of Consolidated Income Statement
31 December 2023 31 December 2022
Investment
Basis
£ million
Adjust
£ million
Consolidated
IFRS
£ million
Investment
Basis
£ million
Adjust
£ million
Consolidated
IFRS
£ million
Income from Investments at FVPL
(i)
44.5 (5.6) 38.9 154.0 5.5 159.5
Other operating income
(ii)
1.4 9.2 10.6 0.1 – 0.1
Operating income 45.9 3.6 49.5 154.1 5.5 159.6
Administrative expenses (12.1) – (12.1) (11.7) – (11.7)
Other operating expenses
(ii)
(1.1) 0.9 (0.2) (5.3) (7.5) (12.8)
Net finance result (2.5) – (2.5) (2.0) – (2.0)
Net gain/(loss) on balance sheet hedging
(ii)
13.4 (4.5) 8.9 (12.6) 2.0 (10.6)
Profit before tax 43.6 – 43.6 122.5 – 122.5
Tax expense – net (3.3) – (3.3) (3.5) – (3.5)
Profit from continuing operations 40.3 – 40.3 119.0 – 119.0
(i) As outlined above, prior year comparative figures have been reclassified to ensure consistency with the current year's presentation. This reclassification does not change the previously reported
profit for the year nor the prior period NAV.
(ii) The adjustment to Other operating income, Other operating expenses and Net gain/(loss) on balance sheet hedging relates to the unrecognised net results from our hedging transactions.
While these transactions are presented separately under IFRS, they are partly included as part of Income from Investments at FVPL under Investment basis reporting.
Reconciliation of Consolidated Statement of Financial Position 31 December 2023 31 December 2022
Investment
Basis
£ million
Adjust
(i)
£ million
Consolidated
IFRS
£ million
Investment
Basis
£ million
Adjust
£ million
Consolidated
IFRS
£ million
Investments at FVPL 1,047.1 0.1 1,047.2 1,097.0 5.8 1,102.8
Trade and other receivables 0.9 – 0.9 0.9 – 0.9
Other net liabilities (1.1) 0.1 (1.0) (2.4) – (2.4)
Net cash (debt) 9.7 – 9.7 (26.3) – (26.3)
Derivative financial liability - net – (0.2) (0.2) – (5.8) (5.8)
NAV attributable to ordinary shares 1,056.6 – 1,056.6 1,069.2 – 1,069.2
(i) Under IFRS, unrealised positions on foreign exchange hedging contracts are reported separately under derivative financial asset (liability).
Reconciliation of Investment Basis to IFRS
Annual Report 2023 43
Corporate governanceStrategic report of the Management Board
Financial statements
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Risk
Risk reporting process
We follow a risk-based approach to internal
controls. Our risk management function
facilitates the Management Board’s duty to
effectively govern and manage the risks we
face. Given the nature of our assets and our
interaction with the capital markets, we do not
operate in a risk-free environment. In an
uncertain environment, we take proactive action
to address risks, and to achieve our business
and investment objectives.
We identify, analyse, assess, report, and manage
all material risks, and aim to identify risks we
face as early as possible, so we can minimise
their impact.
We classify risks into the following risk
categories:
– Market risks
– Credit risks
– Counterparty risks
– Liquidity risks
– Operational risks
– Sustainability risks
We analyse all identified risks during the risk
reporting process to understand the range of
possible impacts on BBGI. By undertaking this
risk review, we can determine material risks to
analyse and respond to, and which risks require
no further attention. This gives the
Management Board a universal interpretation
of risk.
Our risk management function performs a risk
assessment to determine the likelihood that a
predefined event will occur and any subsequent
impact it may have; it also estimates risk levels
for a particular situation, compares these
against benchmarks or standards, and
determines an acceptable level of risk.
In the Risk Profile all identified risks are
classified according to risk type, in line with the
risk categories above. For material risks
identified, BBGI’s Risk Manager advises on key
risk indicators to include in the risk profile and
suggests appropriate quantitative and
qualitative limits to mitigate the potential
impact of those risks, which are discussed and
approved by the Management Board before
being formally included in the Risk Profile.
We have assessed inherent risk and have
applied relevant mitigating factors to arrive at a
remaining residual risk that the Management
Board deems manageable and acceptable.
The following table summarises our material
risks but is not an exhaustive list of all the
potential risks BBGI faces. There may be other
unknown risks, or those regarded as less
material, that could, in the future, materially
impact our performance, our assets, and our
capital resources.
44 BBGI Global Infrastructure S.A.
Market risks
Risk description Risk mitigation
Volatility of
discount rates
We use a discounted cash flow methodology to
value our portfolio of investments. Higher discount
rates have a negative impact on valuation and the
ultimate rate of return realised by our investors,
while lower discount rates may have a positive
impact.
Our most important judgement and variable is the
discount rate we apply to individual investments in
our portfolio. Appropriate discount rates are key to
deriving a fair and reasonable portfolio valuation.
Changes in market rates of interest (in particular,
government bond yields) may impact the discount
rates used to value our future projected cash flows,
and thus our valuation.
BBGI primarily uses a market-based valuation to determine a base
discount rate for steady-state, operational investments in the
different jurisdictions in which we operate, and we use our
judgement in arriving at the appropriate discount rates.
During the review period, government bond yields experienced
significant fluctuations. As at 31 December 2023, relevant bond
yields had shown a modest reduction on average compared to the
year-end figures of 2022. Over the same period transaction activity,
whilst still at subdued levels, provided some relevant market data.
In this environment, BBGI has continued to complement its
market-based approach by utilising the principles of the CAPM
approach, where risk-free rates plus a risk premium are employed to
calculate discount rates. While there is no direct correlation between
government bond yields and the risk premium on the one hand,
and market discount rates on the other, the risk premium serves as
a valuable supplementary data point. This method serves as a
reasonability check for our market-based approach, particularly in
periods such as the last 12 months, where the number of observed
transactions in the market was fewer than in previous years.
As discount rates, government bond yields, deposit rates, and
inflation rates are in principle interlinked - while the individual rates
may not move in lockstep - this concept acts as mitigation for a
change in discount rates. Changes in discount rates often coincide
with shifts in government bond yields, deposit rates and inflation,
but are also reflective of overall market sentiment. Higher inflation
rates and deposit rates offset, partially at least, increased discount
rates in our portfolio valuation and vice versa.
A sensitivity analysis to changes in discount rates, and the resulting
effect on NAV, is provided in the Valuation section of this Report.
Foreign
exchange
A significant proportion of our underlying
investments – 67 per cent of the portfolio value at
31 December 2023 - are denominated in currencies
other than Sterling.
We maintain our financial statements, prepare the
portfolio valuation, and pay dividends in Sterling.
There is a risk that fluctuations in exchange rates
between Sterling and relevant local currencies will
potentially adversely affect the value of our
underlying investments, distributions and the
ultimate rate of return realised by our investors.
Currency-hedging arrangements for portfolio distributions
denominated in Australian Dollar, Canadian Dollar, Norwegian
Krone and US Dollar are in place for a rolling period of four years to
mitigate some foreign exchange risk.
In addition to cash flow hedging, we also hedge a portion of the
non-Sterling, non-Euro portfolio value, and aim to reduce NAV
sensitivity to approximately 3 per cent for a 10 per cent adverse
foreign exchange movement.
Euro-denominated fund running costs currently provide a natural
hedge against the Euro-denominated portfolio distributions.
Furthermore, the ability to draw on the RCF in the currency of the
underlying asset distributions provides an additional hedging
alternative.
BBGI has investments in five currencies other than Sterling, thereby
providing some natural diversification among underlying currencies.
A sensitivity analysis to the movement in foreign exchange rates,
and the resulting effect on NAV, is provided in the valuation section
of this Report.
Risk continued
Annual Report 2023 45
Corporate governanceStrategic report of the Management Board
Financial statements
Market risks (continued)
Risk description Risk mitigation
Interest and
deposit rates
Our performance may be adversely affected by
changes in interest rates. BBGI has a direct
exposure to interest rates through borrowings
under the RCF, unhedged debt at the Portfolio
Company level and cash deposits.
The Portfolio Companies typically have some cash
reserves and deposits. From a financial modelling
perspective, we assume that deposits can be placed
at a forecast rate, which varies depending on
country.
If deposit rates exceed or fall below projections for
short-term and long-term rates, the effect on
investment returns will depend on the amount of
deposits.
Our Portfolio Companies have sought to hedge substantially all of
their floating rate interest liabilities against changes in underlying
interest rates with interest rate swaps. We have no underlying base
rate exposure across our portfolio. We have a single asset that
carries refinancing risk. However, this risk is confined to the margin,
as the base rate for the loan has been fully mitigated for its entire
term.
At the Group level, we maintain deposits at low levels. At 31
December 2023, the Group had no borrowings outstanding under
its RCF.
A sensitivity analysis to movement in the senior debt rate, and the
resulting effect on NAV, is provided in the Valuation section of this
Report.
Inflation We have observed varying levels of inflationary
pressure, and the resulting valuation effects, across
the portfolio. Our portfolio’s valuation and the
ultimate rate of return realised by our investors may
be adversely or positively impacted by lower or
higher than expected inflation. Prolonged periods
of deflation could potentially result in defaults
under Portfolio Company loan arrangements.
The revenues and expenditures of our Portfolio
Companies frequently undergo partial or complete
indexation.
From a financial modelling perspective, it is typically
assumed that inflation will increase at a
predetermined rate (which may vary depending on
country). The impact on investment returns, if
inflation surpasses or falls short of the projections
for this rate, typically depends on how each
Portfolio Company’s costs and revenues are
influenced by inflation and the underlying
indexation provisions.
A scenario of persistent high inflation across our jurisdictions
presents the risk of declining real returns to investors.
We typically mitigate inflation risk for our Portfolio Companies to
some extent by seeking to match the indexation of the revenues to
the indexation of the operational cost.
It is also important to note that BBGI’s equity cash flows are
positively linked to inflation at 0.5 per cent across the BBGI
portfolio.
A sensitivity analysis to movements in inflation rates, and the
resulting effect on NAV, is provided in the Valuation section of this
Report.
The level of inflation linkage across the investments held varies and
is inconsistent. The consequences of higher or lower levels of
inflation than assumed by the Company will not be uniform across
our investments.
Risk continued
46 BBGI Global Infrastructure S.A.
Market risks (continued)
Risk description Risk mitigation
Changes to tax
legislation,
treaties, and
rates
There continues to be a risk that enacted changes
in tax law, tax rates and global tax initiatives,
including the OECD’s recommendations regarding
base erosion and profit shifting or tax treaty
eligibility, could adversely affect our cash flows and
reduce investors’ returns.
Certain risks, such as changes to corporation tax rates (including
those arising from fiscal constraints), cannot be prevented or
mitigated.
We value our portfolio of investments based on enacted tax rates.
Our management team works closely with our global tax advisers
and is briefed periodically on relevant tax developments.
In Canada, the legislation for Excessive Interest and Financing
Expenses Limitation (‘EIFEL’) rules, which limit the deduction of
'interest and financing expenses' to a fixed percentage of earnings
before interest, tax, depreciation, and amortisation for Canadian
income tax purposes, is now in its final stage, and is scheduled to
take effect from 1 January 2024. The latest draft legislation does not
currently provide for the grandfathering of existing related party
debt, a matter for which the PPP industry representative body
continues to lobby. In light of these developments, and with the
draft bill likely to be enacted in its present form, BBGI recorded an
additional provision of approximately GBP 16.3 million in December
2023.
In addition to these specific legislative changes in Canada, it is
important to recognise that certain risks, such as changes in
corporation tax rates, are beyond our control and cannot be
effectively mitigated. However, BBGI's approach of maintaining a
globally diversified portfolio of assets is instrumental in reducing
the tax concentration risk associated with any single country. This
diversification forms a crucial part of our strategy in managing the
overall risk exposure of our investment portfolio.
A sensitivity analysis to movements in corporate tax rates, and the
resulting effect on NAV, is provided in the Valuation section of this
Report.
Risk continued
Annual Report 2023 47
Corporate governanceStrategic report of the Management Board
Financial statements
Market risks (continued)
Risk description Risk mitigation
Lifecycle or
operational
cost risk
During the life of an investment, components of our
assets - such as asphalt or concrete for roads and
bridges; or roofs and air handling plants for
buildings - are likely to need to be replaced or
undergo a major refurbishment.
There is a risk that the actual cost of replacement or
refurbishment of these lifecycle obligations will be
greater than the forecasted cost, or that the timing
of the intervention may be earlier than forecasted.
Additionally, a potential risk arises if there is a
disparity in the interpretation of hand-back
obligations at the end of the concession period,
when the Portfolio Company transfers control and
management of the project back to the public
sector. This could lead to a budgetary overrun in
lifecycle or operational costs.
There is also the general risk that other operational
costs may be higher than budgeted. This typically
relates to insurance costs and management service
contracts or where Portfolio Company management
teams are responsible for operational service
delivery.
Of the 56 assets in the BBGI portfolio, 20 Portfolio Companies retain
the lifecycle obligations and hand-back obligations at the end of the
concession period and two of those Portfolio Companies self-deliver
the operations. The remaining 36 assets have these lifecycle and
hand-back obligations passed down to the subcontractor.
Each Portfolio Company forecasts, models, and provides for the
timing and costs of such replacements or refurbishments. This is
based on internal or external technical advice to assist in forecasting
of lifecycle timings, scope of work and costs. Operation &
maintenance activities are tailored to the ongoing needs of the asset
and with a view to performing in line with contractual hand-back
requirements. A robust review process is put in place and in many
cases reviewed by the Lenders technical advisor to ensure that
sufficient hand-back funds are available to meet pre-defined
contractual requirements. Less than 1% of the BBGI Portfolio is
subject to hand-back in the next five years. The concessions for two
of the Company’s UK accommodation assets will expire in January
2026 and August 2027 respectively. Preparations for their hand-back
are underway and following the Infrastructure and Projects Authority
UK's guidelines, collaborative working groups have been established,
comprising representatives from the public sector, the
subcontractors, and the Portfolio Companies, involved in the
projects.
Additionally, as part of acquisition due diligence, we review
budgeted costs and assess their adequacy.
A sensitivity analysis to movements in lifecycle costs is provided in
the Valuation section of this Report.
The risk of insurance cost increases is partly mitigated by a
contractual premium risk-sharing mechanism with certain public
sector clients. For other Portfolio Companies, the risk is borne
entirely by the public sector client but for a limited number of
Portfolio Companies there is no mitigation available.
Risk continued
48 BBGI Global Infrastructure S.A.
Counterparty risks
Risk description Risk mitigation
Failure of
subcontractor
performance or
credit risk
(construction
contractors,
facility
managers,
operations and
maintenance
contractors)
The risk of a subcontractor service failure, poor
performance or subcontractor insolvency, which is
sufficiently serious to cause a Portfolio Company to
terminate or to be required by the client or lenders
to terminate a subcontract.
There may be a loss of revenue during the time
taken to find a replacement subcontractor. The
replacement subcontractor may also levy a
surcharge to assume the subcontract, or charge
more to provide the services.
Regarding assets under construction, which currently do not feature
in our portfolio, we implement several mitigants and steps to
effectively manage this risk:
– A construction joint venture with two or more counterparties is
typically jointly and severally liable: if one party fails, the other
is obligated to take over the obligations.
– We perform a contractor replacement analysis as part of our
initial investment due diligence. Most subcontractors on our
investments are well established, with several competing
providers. Therefore, we expect that a pool of potential
replacement supplier counterparties is available if a service
counterparty fails, although not necessarily at the same cost.
– Construction subcontractors are typically required by lenders
to provide a robust security package, often consisting of letters
of credit, parent company guarantees and/or performance
bonding.
The latter two mitigants are also in place for investments once they
become operational. However, any liability of subcontractors is
typically capped at contractually agreed amounts.
Other mitigants during operations include:
– periodic benchmarking of defined soft facility services on some
investments;
– a diversified group of subcontractors, with no substantial
concentration risk; and
– ongoing subcontractor monitoring for our investments, as well
as contingency plans as appropriate, to ensure we mitigate the
risk of counterparty failure.
Liquidity risks
Risk description Risk mitigation
Access to
capital
Prolonged disruptions in the equity markets could
hinder our ability to raise new capital. Such market
disruptions may potentially limit our capacity for
growth and our ability to repay any future debt that
might be incurred under our RCF.
We will continue to be disciplined in our approach to
capital allocation and will only consider investment
opportunities when they are clearly value accretive.
Although we have maintained an RCF since July 2012
and have refinanced it subsequently, there is no
absolute certainty that this facility will always be
available to us in the future. Additionally, the ability
to issue further shares in the market cannot be
guaranteed.
As of 31 December 2023, there were no outstanding drawings
under the RCF and the Company has no investment transaction
commitments outstanding. The Company has adequate access to
capital with a net cash position of GBP 9.7 million and with GBP 229
million available for drawing under the RCF as required.
Our RCF expires in May 2026. We can seek to refinance the RCF to
extend its maturity and reduce a near-term requirement to repay
any potential (future) drawings, though we do not intend to be
drawn for substantial periods of time.
The Board and our Company’s brokers regularly assess market
sentiment. The Company can also consider, as part of an effective
portfolio construction strategy, the sale of one or more investments
to fund potential future acquisitions.
Risk continued
Annual Report 2023 49
Corporate governanceStrategic report of the Management Board
Financial statements
Liquidity risks (continued)
Premium or
discount to
NAV
The risk of share price volatility, or trading at a
discount to NAV, leading to lower returns to
existing shareholders.
To assist BBGI in addressing any temporary or permanent share
price to NAV discount, as experienced during the year ended 31
December 2023, we employ a strategic capital allocation policy. This
policy includes the option for the Company to purchase up to 14.99
per cent of its ordinary shares in the market annually. In the past
year, our primary focus was on repaying all drawings under the RCF
with free cash flows generated from our portfolio of investments.
The Management Board, Supervisory Board, and our brokers
consistently review the options available to the Company to ensure
the effective execution of our capital allocation policy.
We offer a continuation vote to shareholders every two years; the
next will be proposed at our Annual General Meeting on 30 April
2025.
Operational risks
Risk description Risk mitigation
Poor
investment due
diligence
There is a risk that errors may be made in the
assumptions, calculations, or methodology applied
during an acquisition due diligence process.
In such circumstances, the figures and/or the
returns generated by the Portfolio Company and
the ultimate rate of return realised by our investors
may be lower than those estimated or projected.
BBGI has developed a robust asset acquisition due diligence process.
Our typical due diligence includes model, legal, tax, technical,
anti-money laundering, ESG, sustainability and insurance reviews.
Internal expertise is complemented with external advice on a
case-by-case basis.
Valuation The most significant risk of material misstatement
in our financial statements applies to the fair
valuation of the investment portfolio and in
particular the discount rates used and key
assumptions applied when valuing these
investments.
There is a risk that errors may be made in the
assumptions, calculations or methodology used in a
periodic valuation process.
Financial models, either for the Group or our
underlying Portfolio Companies, may also contain
errors, or incorrect inputs, resulting in inaccurate
projections of distributions. These could adversely
impact the valuation on individual investments and
the overall assessment of our financial position.
Our portfolio valuation is prepared semi-annually by an experienced
internal team, overseen by our Management Board.
Furthermore, the valuation is reviewed by an independent,
third-party valuation expert, and is also reviewed and audited by the
Company’s External Auditor.
Financial models are typically reviewed or audited by external
advisers.
All key assumptions used in the valuation process are outlined in
the Valuation section of this Report, some of which are subject to
sensitivity testing.
Although key assumptions in the valuation are subject to sensitivity
testing, this has its limitations: it cannot provide a comprehensive
assessment of every risk we face and should be considered
accordingly.
Risk continued
50 BBGI Global Infrastructure S.A.
Operational risks (continued)
Risk description Risk mitigation
Construction
defects
The risk of certain operational costs in relation to
construction defects lies with the Portfolio
Company.
In general, Portfolio Companies can submit claims against
construction subcontractors for defects in the design, construction
or commissioning of project assets. This ‘right to claim’ applies for a
pre-determined period following the completion of construction
(‘statutory limitations period’), and this may differ between
jurisdictions.
If disputes arise, an arbitration or court process may be used. Once
the statutory limitations period has ended, the remediation of
construction defects identified after this point typically falls to the
Portfolio Company itself, and thus becomes the risk of the Portfolio
Company. In addition, there may be other situations where the risk
would lie with the Portfolio Company, for example where a
subcontractor becomes insolvent, and may no longer be able to
fulfil its obligations to correct these defects.
Change in law
or regulation
Different laws and regulations apply in the countries
where BBGI and our Portfolio Companies are
located. There is a risk that changes in laws and
regulations may have an adverse effect on the
performance of the underlying investment, which
will then affect the cash flows derived from the
investments and/or the valuation of the investments.
The Management Board seeks regular briefings from its legal and tax
advisers to stay abreast of impending or possible changes in law.
Change in law provisions are included in some contracts, thus
providing further mitigation.
BBGI has a globally diversified portfolio of assets, thereby reducing
the Group’s exposure to changes in any single country.
A robust internal control framework, including Compliance, Risk
Management and Internal Audit functions, is in place and operating
effectively, under the supervision of the Management Board.
Succession
planning
Inadequate succession planning can, if not
effectively mitigated, pose a significant risk to an
organisation's long-term stability and growth. The
absence of robust succession strategies could
potentially disrupt key leadership transitions,
impacting the ability to ensure seamless operations
and strategic continuity.
Succession planning: Proactive succession plans are in place to
contribute to smooth transitions and continuity in leadership roles.
By regularly reviewing and assessing the talent within the Company,
the Board can identify and develop pathways for key individuals and
also identify areas where there may be over reliance on a single
individual.
Contractual notice periods: Adequate notice periods are in place for
each of the Management Board members.
Competitive compensation packages: The Company offers
benchmarked compensation packages to attract and retain top
talent.
Deferred remuneration: The Company has implemented a deferred
remuneration strategy ensuring that Management Board and key
individuals have a vested interest in the long-term success and
stability of the Company.
Risk continued
Annual Report 2023 51
Corporate governanceStrategic report of the Management Board
Financial statements
Operational risks (continued)
Risk description Risk mitigation
Failing IT
systems or
cyber-attacks
A breach of data security could occur by accident or
because of an external cyber-attack. A cyber-attack
could affect our IT systems or those of our Portfolio
Companies, causing theft, loss of data, or damage
to the infrastructure’s control systems and
equipment.
A cyber-attack could affect not only BBGI’s
reputation, but could also have legal, financial, and
operational repercussions for the Group.
BBGI has taken several measures to reduce the risk of a cyber-attack.
We have outsourced the hosting of our IT platform to an industry
specialist. In doing so, we benefit from access to IT security experts,
with our platform monitored by an advanced IT security system. By
doing so we benefit from scale. This approach would be less
cost-effective if our IT infrastructure was maintained onsite.
Each year, we engage an external expert to carry out an intrusion test
on our IT platform to identify and, if required, patch any identified
vulnerabilities.
We perform business continuity tests, carry out disaster recovery
tests every year, and our employees periodically undergo cyber-
security training.
In a typical PPP structure, public sector clients have their own IT
systems. However, most of our Portfolio Companies do not maintain
their own IT systems. Instead, subcontractors of a Portfolio Company
(such as management service providers, facility maintenance
contractors for accommodation assets, and maintenance contractors
for transport assets) will have their own IT systems, which will likely
house data relating to a project.
Consistent with a typical PPP structure, as seen in BBGI's portfolio,
risks are typically transferred to subcontractors by the Portfolio
Company.
However, any liability of a third party is capped to contractually
agreed amounts, including risks relating to design and construction,
warranties for IT systems (such as a warranty that the system will
meet specifications requiring it to meet robust security
requirements), and the risk of a cyber-attack interrupting the
provision of services to an asset.
Corporate
strategy
The chosen strategy may not align with
organisational goals or market dynamics,
potentially leading to ineffective outcomes.
BBGI has taken several measures to reduce this risk: (i) Regular
strategy reviews: We schedule periodic reviews of the strategy to
ensure alignment with Company objectives and market dynamics, (ii)
Stakeholder feedback: We periodically engage with key stakeholders
including shareholders to gather feedback and insights on the
strategy’s effectiveness, and (iii) Market analysis: We conduct regular
market and competitive reviews to ensure the strategy remains
relevant in the environment in which we operate.
Risk continued
52 BBGI Global Infrastructure S.A.
Operational risks (continued)
Risk description Risk mitigation
Voluntary
termination
There remains a risk that public sector clients of our
Portfolio Companies choose to exercise their right
to voluntarily terminate the contracts.
When this happens, the public sector is typically
contractually obliged to pay compensation on
termination to equity holders, debt providers, and
other parties, depending on the circumstances.
While provisions vary between contracts, they
generally ensure that our investors are paid either
market value for their equity interests, or a value to
achieve the originally projected IRR, and in these
cases, where the compensation amount is less than
current valuation levels, we could suffer a material
loss.
The Management Board believes there are mitigants or deterrents
to the risk of voluntary termination of contracts:
– Delivering high levels of asset performance, as demonstrated
across the BBGI portfolio, and ensuring open and direct
interaction with clients, are key levers to demonstrate the value
provided by the Portfolio Companies under the existing
contractual framework.
– In cases where debt or bond facilities were agreed when
interest rates were higher than current levels, interest rate
swaps remain largely ‘out of the money’ for our Portfolio
Companies, and any public body wishing to terminate a
contract in the current interest rate environment would also
need to cover the cost of the swap breakage fee. Conversely,
the cost of unwinding Project Agreements and repaying senior
debt in a rising interest rate environment could also prove a
mitigant to early termination.
– Our Portfolio Company equity investors would, depending on
the contractual provisions, also need to be compensated, as
well as the public sector being required to budget for the
ongoing provision of the service.
Sustainability risks
Risk description Risk mitigation
Sustainability
risk
Sustainability risk, as defined in the Company’s ESG
and Sustainability Risk Policy, and as specified in
Article 2(22) of SFDR, means an environmental,
social or governance event or condition that, if it
occurs, could cause an actual or potential material
negative impact on the value of the investment.
Sustainability risks include environmental risks such
as climate risks. These encompass both physical
disruptions due to factors such as extreme weather
and transition challenges in adapting to low-carbon
technologies. Other environmental risks include
biodiversity risks related to ecosystem disruption.
Sustainability risks also include; social risks arising
from labour practices, occupational health and
safety, or human rights violations; and governance
risks involving legal, financial, and reputational
issues due to inadequate corporate governance.
The potential impact of sustainability risk to BBGI
could materialise, for instance, as the risk of
material damage to an asset in the portfolio, poor
performance of an asset, disruption of operations
and maintenance works, un-insurability or difficulty
in adequately insuring an asset, the risk of an asset
being unavailable, the risk of stranded assets,
increased lifecycle costs, repricing/value
depreciation, risk of early termination, as well as
regulation, litigation, and reputational risks.
Sustainability risk assessment is integrated into our decision-making
process, and sustainability risks are monitored during the due
diligence phase and throughout the holding period of investments.
These risks are primarily assessed, monitored, and managed at the
investment level. Factors influencing our sustainability risk
assessment include the investment sector and the location. For each
type of sustainability risk, the materiality of potential financial harm
to the Company (outside-in), as well as the potential likelihood and
severity of damages caused by investments (inside-out) are
assessed.
– Our focused approach of investing in social infrastructure
assets that serve society should limit sustainability risks linked
to a social event or condition.
– BBGI’s exclusion policy, developed to mitigate a variety of
sustainability risks, avoiding certain types of activities that
could cause significant harm to society and/or the
environment.
– BBGI monitors Portfolio Companies’ sustainability practices by
implementing various policies relating to sustainability risks
across all investments. While we recommend those standard
policies at all Portfolio Companies, it is not always possible to
achieve 100 per cent adoption when we have co-shareholders.
– BBGI collects data at the level of our Portfolio Companies
through its ESG monitoring questionnaire, to calculate all SFDR
Principal Adverse Impact (‘PAI’) indicators. PAI are the most
significant negative impacts of our investment decisions on
sustainability factors related to environmental, social and
governance issues.
– For climate-risk specifically, BBGI implements a formal
assessment to understand the impact of physical climate risks
for its entire portfolio. This assessment quantifies the physical
impact severity of each investment under multiple climate
scenarios and time periods. The screening of physical climate-
related risks is embedded in the due diligence process.
Risk continued
Annual Report 2023 53
Corporate governanceStrategic report of the Management Board
Financial statements
13 ISS Environment & Social Disclosure Quality Score is based on company disclosure and transparency practices. It ranges
from 1 (highest quality disclosure) to 10 (lowest quality disclosures).
14 Sustainalytics' ESG Risk Ratings, range from 0 to 100, with lower scores indicating lower levels of ESG risk.
Environment, Social and Governance
2023 Update
As BBGI’s ESG and Sustainability
Director, I am proud to reflect
on a year of progress in our
commitments to sustainability. A
standalone ESG Report,
providing more details on
activities undertaken in 2023 will
be published later in 2024 and
made available on our website.
BBGI’s ESG Committee (the Committee) is
responsible for oversight of the Group’s ESG
activities and comprises each of the members
of the Management Board, the Company
Secretary, and the Director of ESG and
Sustainability. The Committee functioned
throughout 2023 in accordance with its defined
Terms of Reference, which are available on our
website.
Investing responsibly
Investing and focusing our business model
through an environmental, social and
governance lens improves our operational
performance and contributes towards new
investment opportunities, reduced risk,
employee retention and better long-term value.
A disciplined approach to ESG is fundamental
not only to deliver positive returns and facilitate
access to essential infrastructure, but also to
ensure the long-term durability of the portfolio
of infrastructure assets we maintain on behalf
of the public sector.
Continuous improvements in our ESG
approach
We are continuously improving our approach to
sustainability. In 2023, we developed our tools
and systems for measurement and reporting.
We now have a complete overview of our 56
Portfolio Companies' emissions profiles,
expanding our proprietary ESG database with
greenhouse gas (‘GHG’) emissions data, which
will facilitate developing decarbonisation plans
across the portfolio. We have used this detail to
feed into our first SFDR Principal Adverse
Impact Statement, and to respond to the first
step of our commitment to the Net Zero Asset
Managers initiative: a GHG inventory covering
100 per cent of our portfolio.
Collaborating and working with others
We recognise that by working with others we
can identify opportunities to improve our
sustainability practices and desired outcomes.
In 2023, we reinforced our collaboration with
peers and industry bodies to align with relevant
developments and to shape an industry
response to emerging sustainability and energy
transition requirements. We have:
– joined the UK IPA Net Zero Working Group,
which aims to establish a net zero strategy
for PPP investments in the UK;
– engaged with the Institutional Investors
Group on Climate Change (‘IIGCC’) for
guidance on setting our net zero targets as
an infrastructure investor and our net zero
targets were reviewed and validated;
– engaged with the Partnership for Carbon
Accounting Financials (‘PCAF’) Secretariat
to understand better how to apply the
attribution methodology to our
infrastructure portfolio; and
– provided feedback to the EU Commission’s
consultation on Sustainable Finance
Disclosure Regulation (SFDR).
Testament to our commitments to transparency
is our alignment with global standards. We
incorporate the SFDR, UN Principles for
Responsible Investment (‘PRI’), UN Global
Compact, the Net Zero Asset Managers
initiative (‘NZAM’), and the Task Force on
Climate-related Financial Disclosures (‘TCFD’),
and are proud of the high scores that we obtain
from third-party ESG ratings, including UN PRI
and Institutional Shareholder Services (‘ISS’).
Outlook
Our regulatory and disclosure requirements will
increase together with our stakeholders’
expectations. We continue to enhance our
disclosures to align with upcoming regulatory
standards, while engaging with our investors
and ensuring ESG compliance. We will also
continue to evaluate our portfolio’s impact
materiality for our stakeholders, and the
financial materiality of sustainability risks and
opportunities to BBGI. Our biggest challenges
will be the decarbonisation of our portfolio and
increasing diversity in our Portfolio Company
boards, which will require our ongoing focus.
We have opted to disclose an overview of our
ESG strategy and outcomes in this Annual
Report, but we invite you to read our more
comprehensive ESG Report to find out more
about our activities and future ambitions.
Cécilia Vernhes
ESG/Sustainability Director
on behalf of the ESG Committee
Staffordshire Fire and Rescue, UK
External Ratings
UN PRI Assessment 2023:
Policy Governance and Strategy: ★★★★★
Direct Infrastructure: ★★★★★
Confidence Building Measures: ★★★★✩
ISS E&S Disclosure Quality Score 2023:
13
Environment (Decile Rank: 3) I Social (Decile
Rank: 2)
ISS Corporate ESG Rating 2022: Prime B-
(Decile Rank: 1)
Sustainalytics ESG Risk Rating 2021:
Strong ESG performance with a risk rating of
Negligible (8.3)
14
54 BBGI Global Infrastructure S.A.
ESG Commitments and Progress
Environmental commitment:
Managing and mitigating impact
Focus
– Ensuring our investments are resilient to
climate hazards today and under future
climate warming scenarios.
– Reducing the carbon intensity of our
portfolio and absolute emissions from our
direct operations. Target: by 2030, 70 per
cent of Portfolio Companies (by value) will
have a long-term goal to be net zero by
2050 or sooner.
– Monitor portfolio companies’ biodiversity
practices.
Key achievements in 2023
– Quantified Portfolio Companies GHG
emissions for the first time, in line with GHG
Protocol and PCAF Guidance.
– Supported asset-level decarbonisation
initiatives.
Outlook for 2024
– Use our influence to implement net zero
plans where we exercise significant
influence.
– Engage with subcontractors to better
understand where opportunities exist to
upgrade existing equipment.
– Consider potential acquisitions that support
the transition towards a lower-carbon
economy.
– Continue to oversee the biodiversity
practices of our portfolio companies
Social commitment:
Making an essential social contribution
Focus
– Fund the infrastructure needed to deliver
essential services for healthier, safer and
more connected societies.
– Align each of our investments with at least
one of six Sustainable Development Goals
(‘SDGs’) where we intend to make the
greatest contribution.
– Guarantee fair employment practices, skills
development and health and safety
standards at all levels of our business.
– Address human rights and modern slavery
risk at all levels of our business.
– Support initiatives that benefit the
communities living near to our assets.
Key achievements in 2023
– 100 per cent of our portfolio aligns with our
six core SDGs, demonstrating the strong
social contribution of our portfolio.
– Maintaining 60 per cent female board
representation with at least one ethnic
minority Board Director and female leaders
for both Supervisory Board and Audit
Committee.
– ESG annual training programme focused on
Human Rights for all employees.
– Portfolio Companies donated over
£100,000 to local charities, and offered
various employees volunteering.
– BBGI donated £10,000 as matching
donations for our employees’ personal
donations, fundraising or volunteering.
Outlook for 2024
– Improve the gender representation of our
Directors at Portfolio Company boards.
– Enhance our oversight of material ESG risks
and sustainable practices across our supply
chains.
Governance commitment:
Integrity and transparency
Focus
– Operate with integrity and transparency at
all levels of our business.
– Continue to integrate sustainability risks
and opportunities in our strategy and
decision-making.
– Tie executive remuneration (Short Term
Incentive Plan (‘STIP’) and Long Term
Incentive Plan (‘LTIP’)) to ESG targets. 10 per
cent of LTIP is subject to reducing corporate
emissions and a further 10 per cent is
subject to progress in the implementation
of net zero plans.
– Enhance sustainability reporting, in line
with evolving regulations and stakeholders’
expectations.
Key achievements in 2023
– Published our first Principal Adverse Impact
Statement under SFDR.
– Zero corruption incidents, fines, or
penalties across our operations or at
portfolio level.
– UN PRI Assessment 2023: Policy
Governance and Strategy: ★★★★★ , Direct
Infrastructure: ★★★★★ , Confidence
Building Measures: ★★★★✩
– ISS E&S Disclosure Quality Score 2023:
Environment (Decile Rank: 3) I Social (Decile
Rank: 2).
Outlook for 2024
– Continuous oversight of our remuneration
structure by the Remuneration Committee.
– Maintain our focus on data quality and
explore external assurance of ESG data.
Case study
Haileybury Youth Centre, Tower Hamlets,
London
Increasing access for young
people and underrepresented
groups
The Poplar Baths affordable housing and
recreation centres development project
included the Haileybury Youth Centre, which
ran several sessions for local youth groups.
However, the building wasn’t being fully used
due to budget constraints. As part of our
supporting initiatives that benefit communities
living near to our assets, BBGI, through the
Portfolio Company, committed to help fund
the centre for four years.
By donating £20,000 each year, we are
enabling Haileybury Youth Centre to increase
its range of sessions, engage more effectively
with local young people and reach out to
underrepresented groups. During 2023,
Haileybury Youth Centre reached around 200
more young people with over 350 hours of
additional contact each week as a result of this
additional funding.
Royal Women's Hospital, Australia
Annual Report 2023 55
Corporate governanceStrategic report of the Management Board
Financial statements
Responsible Investment Approach
Contribution to Sustainable Development Goals
Facilitate essential services for society
Target 3:
Good health
and well-being
23% – 600,000 m
2
of healthcare facilities managed providing healthcare delivery for >4
million patients
– 33,000 m
2
of fire stations managed providing protection against fire-related injuries
for >800,000 people
Target 4:
Quality
education
9% – 430,000 m
2
of schools and colleges managed providing access to education for
>36,000 pupils
Target 9:
Industry,
innovation and
infrastructure
53% – 2,800 single-lane km of roadways operated providing reliable transport and
reducing travel times for >290 million vehicles
– 132 MW installed hydroelectric power station supporting access to clean and
reliable electricity for >80,000 homes
Target 11:
Sustainable
cities and
communities
5% – 39 km of fully electric urban rail providing safe and sustainable public transport for
>32 million passengers
– 17,000 m
2
of residential housing units, completed by a sport and a leisure centre,
supporting the access to affordable housing for 200 people
Target 16:
Peace, justice
and strong
institutions
10% – 16,000 m
2
of police stations managed providing safety for >1.5 million people
– 190,000 m
2
of modern correctional facilities managed providing safety and
applying the rule of law for 3,200 detainees
– 37,000 m
2
of public administration buildings providing access to public services
for >500,000 people
Managing and mitigating impacts
Target 13:
Climate
action
100% – 100 per cent of our assets are screened for resilience to climate hazards
demonstrating a high degree of climate resilience
Our investment strategy seeks to provide access to essential social infrastructure by our investments and
future acquisitions. The SDGs are used to assess, measure and monitor our approach and ensure that we
keep investing beyond mere alignment and make a positive contribution to social and environmental
outcomes. Each investment is aligned with at least one of six SDGs where we intend to make the greatest
contribution.
56 BBGI Global Infrastructure S.A.
Environmental, Social and Governance continued
Case study
Medicine Wheel Garden,
Women’s College Hospital,
Toronto
A space for healing,
celebration and
tranquillity
Toronto has the largest urban
Indigenous population in Ontario.
In 2020, the city’s Women’s College
Hospital opened its Centre for Wise
Practices in Indigenous Health to
support a wellness system that
acknowledges and respects
Indigenous people, providing
meaningful, culturally safe care,
which is free of racism and
discrimination.
Following a request from the
Centre, BBGI funded £4,000 through
the Portfolio Company, and
facilitated the construction of a
rooftop Medicine Wheel Garden. In
Native American culture, the
Medicine Wheel is a symbol of the
circle of life. The Garden is a place
to harvest native, medicinal plants
and to be enjoyed by the
Indigenous community.
Christine Monague, Indigenous
Peer Support and Relations
Advocate, explains the benefits of
the Garden: “When First Nations,
Inuit or Métis patients come to
Women’s College Hospital for
testing, treatments or procedures,
we will have a viable means to offer
them comforts for preparation,
prayer, purification and spiritual
healing by maintaining our crop of
medicinal instruments at the
Medicine Wheel Garden.”
ESG Governance
We believe that high-quality governance brings accountability and is
essential to achieving positive outcomes for our investors, society and the
environment. Our Management and Supervisory Boards have endorsed and
adopted the main principles of good corporate governance outlined in the
AIC Code of Corporate Governance (‘AIC Code’).
The Management Board works in close collaboration with the ESG
Committee. We achieve the successful integration of material ESG
considerations throughout every phase of the investment lifecycle by
ensuring close coordination across essential functions like Asset
Management, Valuation, Business Development, Compliance, Risk and
Investor Relations.
Applying ESG frameworks
Sustainable Development Goals
The SDGs inform our entire ESG and social outcomes management process,
impacting every investment and operational decision we make.
ESG & Sustainability Risk Policy
We have implemented a robust framework for ESG integration,
sustainability-risk screenings and impacts assessment across all aspects of
the investment cycle, from initial screening through to end-of-investment
life.
Read more: ESG & Sustainability Risk policy
Sustainable Finance Disclosures Regulation (SFDR)
We have an SFDR Article 8 classification, which means we focus on
sustainable investments with a social objective. We screen our investments
to avoid doing significant harm to other aspects of sustainability, and follow
good governance practices.
The periodic disclosure for SFDR specifically addresses our disclosure
obligations under Article 11 of SFDR, supplemented by Commission
Delegated Regulation (EU) 2022/1288 of 6 April 2022 and Commission
Delegated Regulation (EU) 2023/363 of 31 October 2022.
BBGI’s SFDR Periodic disclosure for 1 January 2023 to 31 December 2023 is
at https://www.bb-gi.com/sfdr-periodic-disclosure-2023/
Read more: SFDR PAI Statement
Sustainability Disclosure Regulation (SDR)
As BBGI is considered a non-UK investment company, it does not fall within
the scope of the Sustainability Disclosure Regulation (‘SDR’), and the
Company is therefore currently not required to publish SDR disclosures, nor
can it align to the SDR investment labels regime.
Materiality
We consider a broad range of ESG factors when we assess the sustainability
of our investments. To identify the most material sustainability factors to
include in our due diligence, risk assessment and monitoring, we draw from
the latest regulatory requirements, ESG frameworks and industry best
practices, like the Principal Adverse Impacts set out in SFDR, as well as
third-party tools such as the GRI Standards, SASB Materiality Finder or the
GRESB Infrastructure materiality tool.
Task Force on Climate-Related Financial Disclosures (TCFD)
The Management Board recognises the importance of the TCFD and its
related disclosures and has voluntarily decided to report against the TCFD
recommendations (refer to the section Climate disclosures and the detailed
reporting included in our
ESG Report).
Net Zero Asset Managers initiative (NZAM)
We are signatories to the NZAM initiative and have set our Financed
Emissions reduction targets and Engagement targets in line with the
Paris-Aligned Investment Initiative Net Zero Investment Framework (‘NZIF’)
and the specific IIGCC guidance for the infrastructure sector, following a
1.5°C reduction pathway.
Institutional Investors Group on Climate Change (IIGCC)
Our net zero targets across our portfolio were validated and approved by
the IIGCC in March 2023.
Partnership for Carbon Accounting Financials (PCAF)
Our Financed Emissions have been quantified in accordance with the
Partnership for Carbon Accounting Financials (‘PCAF’) Financed Emissions
Standard.
Case study
Workplace giving programme
Giving back to our
colleagues where it
matters
Supporting our communities and
our people are core values. Last
year, we launched a new giving
programme to connect social
impact with those who we are most
closely connected to: our
colleagues. We match our
employees’ financial donations,
fundraising or volunteering time
with a contribution to the same
project.
In 2023, c. 40 per cent of BBGI
employees volunteered, raised
funds and donated over £6,000 to
27 causes all over the world. We
contributed more than £10,000 to
charities including Red Cross,
KannerJugendtelefon, Young Lives
vs. Cancer, Rote Nasen, L’Ile aux
Clowns, World Food Programme,
WWF, Médecins sans Frontières,
World Vision Development and
UNICEF, to help causes including
children’s education in developing
countries; cancer research; and
helping refugees integrate through
sports.
Some of our employees even got
together to join a sponsored run in
Luxembourg. Together with their
families, they raised £4,200 for
paediatric cancer research
(Kriibskrank Kanner Fondatioun),
with a further £1,900 donated by
BBGI through the workplace giving
programme.
Annual Report 2023 57
Corporate governanceStrategic report of the Management Board
Financial statements
Key stakeholders Focus area of our engagement Types of engagement and metrics used to
monitor and assess relationships
Considerations in the Board decision-
making process
Our people
Our people are the driving force behind what we do. They are well
positioned to bring their expertise to our clients, subcontractors
and partners and deliver the results expected by our investors.
Our relatively flat hierarchy empowers our
talented people to deliver our purpose. We
promote an inclusive work environment where
all people are treated equally and are supported
to achieve their potential. We regularly engage
with our teams and seek feedback through a
range of communications channels.
– Annual and mid-year assessments
– Direct liaison with the Management Board
– Regular meetings
– Well defined expectations and targets,
including ESG targets for all executives
– Regular training
– Training metrics
– Whistleblower hotline
Feedback from individual assessments is
regularly discussed by the Management
Board
Two of our people are elected as
representative staff delegates. They act as a
liaison and mediator between employees in
Luxembourg (our headquarters, where most
BBGI employees are based) and the
Management Board, on any individual or
collective grievances with our employment
practices.
Communities
The positive experience of the people who use our assets and the
communities who live near to our assets are vital to ensuring our
success and the satisfaction of our public sector clients.
By maintaining high-quality and resilient social
infrastructure assets, we facilitate access to
essential services for everyone.
We support initiatives that benefit the
communities living near our assets.
– Client satisfaction discussed at corporate and
Portfolio Companies’ level
– Partnership, sponsorship and donations
– Community initiatives
BBGI donated more than £10,000 to charities
supported by our employees through the
first year of our workplace giving
programme.
Our Portfolio Companies donated over
£100,000 to local charities.
Investors
Our investors provide capital, feedback on our business model, and
help to shape our future plans.
Our goal is to generate long-term, predictable
and inflation-linked returns for our investors. We
measure our progress against key KPIs.
– Investor relations activities, including
meetings, webinars, roadshows and direct
discussions
– Close interactions and feedback with our
Corporate Brokers
– Annual General Meeting
– Annual Report and Interim Report
– ESG Report
– Website
We engaged with selected ESG ratings
providers to ensure shareholders have
accurate and up-to-date insights into BBGI’s
ESG credentials.
The Board continually keeps under review
the returns we offer to our investors, along
with our ability to continue to deliver those
returns. This forms the basis of discussions
when determining dividends.
Investor roadshows provide the CEO with an
opportunity to speak directly to our
investors, including discussions on ESG
initiatives, to understand better their
expectations.
Supply chain
Our supply chain is made of long-term partnerships that are critical
to ensure that we can do business and provide our public sector
clients with operational and available assets.
We monitor our contractors to ensure that they
conduct their business according to the high
standards of performance, ethics and integrity
that we expect.
Our Portfolio Companies collaborate with the
maintenance and operations contractors for
each of our assets. They strive to develop
mutually beneficial long-term relationships and
react to any possible event.
– Contractor monitoring
– ESG onboarding
– Annual ESG KPI survey
– Ongoing ESG engagement topics and joint
initiatives
– Responsible contractor policy
We selected key contractors to assist us in
designing the GHG data collection
framework for our portfolio emissions
inventory and reporting.
Our public sector clients
Satisfied public sector clients are critical to our business model.
We aim to build trust by delivering well-
maintained and safe social infrastructure
facilities and services for our public sector
clients.
– Regular client meetings
– Service quality feedback
– Ongoing reporting
– Net Promoter Score survey
– Sharing results of our climate risk monitoring
and GHG inventories
Meetings with our clients drive our asset
management approach and feed directly
into our decision-making process. Lessons
learned from one asset are adapted and
applied across the portfolio.
BBGI joined the UK IPA Net Zero Working
Group in 2023, aimed at establishing a net
zero strategy for PPP investments in the UK.
We share the GHG data collected from our
investments and share experiences from our
own portfolio
15 Net Promoter Score (‘NPS’) is a widely used metric measuring the likelihood of customers recommending a
company's product or service to others. The score can range from -100 to +100, with a higher NPS indicating a
higher level of customer loyalty and satisfaction. BBGI derives its NPS from an annual client engagement survey.
Stakeholder
Engagement
Commitment: Embracing
partnership and
engagement
As stewards of important social infrastructure
investments, many stakeholders are impacted
by our actions: users of the infrastructure;
communities living next to our assets; our
employees; investors; public sector clients;
subcontractors; the environment; and society
at large.
Focus
– Quality services and positive relations with
our public sector clients.
– Contribute to the development of industry
best practices.
Key achievements in 2023
– Net Promoter Score: Strong NPS of 56
15
,
which is in the top quartile of the
achievable range.
– During wildfires and flooding in Canada
and the UK, BBGI’s local teams were in
close contact with our clients, maintenance
and operations contractors to support
teams on-site and to ensure assets
available for users or rescue services.
– Joined the UK Infrastructure and Projects
Authority’s (‘IPA’) Net Zero Working
Group.
Outlook for 2024
– Leverage on relationships with local
governments to implement
decarbonisation initiatives across our
investments.
– Continue to participate in industry groups
to keep us informed of industry trends.
– Engage with industry practitioners and
share learnings on best practices.
Section 172
As a member of the AIC, BBGI acknowledges
Provision 5 of the AIC Code’s expectation for
all members to comply with the continuing
requirement under Section 172(1) of the UK
Companies Act 2006 (the ‘CA2006’) for boards
to take stakeholder interests into account and
to report how they have done so when
performing their duties. We have previously
utilised Investor Meet Company for our results
presentations and have retained their services
for our 2023 Annual Results. We will continue
to do so in the future as we actively seek to
increase our engagement with retail investors.
The AIC Code reflects the main principles set
out in the UK Code on Corporate Governance
and associated disclosure requirements of the
Listing Rules, as they apply to investment
companies, including internally managed
investment companies.
Detailed insights into how we embody the
spirit of those Section 172 provisions, consider
our key stakeholders, and uphold our
commitment to generating positive and
sustainable outcomes for all stakeholders are
outlined to the right, highlighting specific
actions in 2023.
58 BBGI Global Infrastructure S.A.
Key stakeholders Focus area of our engagement Types of engagement and metrics used to
monitor and assess relationships
Considerations in the Board decision-
making process
Our people
Our people are the driving force behind what we do. They are well
positioned to bring their expertise to our clients, subcontractors
and partners and deliver the results expected by our investors.
Our relatively flat hierarchy empowers our
talented people to deliver our purpose. We
promote an inclusive work environment where
all people are treated equally and are supported
to achieve their potential. We regularly engage
with our teams and seek feedback through a
range of communications channels.
– Annual and mid-year assessments
– Direct liaison with the Management Board
– Regular meetings
– Well defined expectations and targets,
including ESG targets for all executives
– Regular training
– Training metrics
– Whistleblower hotline
Feedback from individual assessments is
regularly discussed by the Management
Board
Two of our people are elected as
representative staff delegates. They act as a
liaison and mediator between employees in
Luxembourg (our headquarters, where most
BBGI employees are based) and the
Management Board, on any individual or
collective grievances with our employment
practices.
Communities
The positive experience of the people who use our assets and the
communities who live near to our assets are vital to ensuring our
success and the satisfaction of our public sector clients.
By maintaining high-quality and resilient social
infrastructure assets, we facilitate access to
essential services for everyone.
We support initiatives that benefit the
communities living near our assets.
– Client satisfaction discussed at corporate and
Portfolio Companies’ level
– Partnership, sponsorship and donations
– Community initiatives
BBGI donated more than £10,000 to charities
supported by our employees through the
first year of our workplace giving
programme.
Our Portfolio Companies donated over
£100,000 to local charities.
Investors
Our investors provide capital, feedback on our business model, and
help to shape our future plans.
Our goal is to generate long-term, predictable
and inflation-linked returns for our investors. We
measure our progress against key KPIs.
– Investor relations activities, including
meetings, webinars, roadshows and direct
discussions
– Close interactions and feedback with our
Corporate Brokers
– Annual General Meeting
– Annual Report and Interim Report
– ESG Report
– Website
We engaged with selected ESG ratings
providers to ensure shareholders have
accurate and up-to-date insights into BBGI’s
ESG credentials.
The Board continually keeps under review
the returns we offer to our investors, along
with our ability to continue to deliver those
returns. This forms the basis of discussions
when determining dividends.
Investor roadshows provide the CEO with an
opportunity to speak directly to our
investors, including discussions on ESG
initiatives, to understand better their
expectations.
Supply chain
Our supply chain is made of long-term partnerships that are critical
to ensure that we can do business and provide our public sector
clients with operational and available assets.
We monitor our contractors to ensure that they
conduct their business according to the high
standards of performance, ethics and integrity
that we expect.
Our Portfolio Companies collaborate with the
maintenance and operations contractors for
each of our assets. They strive to develop
mutually beneficial long-term relationships and
react to any possible event.
– Contractor monitoring
– ESG onboarding
– Annual ESG KPI survey
– Ongoing ESG engagement topics and joint
initiatives
– Responsible contractor policy
We selected key contractors to assist us in
designing the GHG data collection
framework for our portfolio emissions
inventory and reporting.
Our public sector clients
Satisfied public sector clients are critical to our business model.
We aim to build trust by delivering well-
maintained and safe social infrastructure
facilities and services for our public sector
clients.
– Regular client meetings
– Service quality feedback
– Ongoing reporting
– Net Promoter Score survey
– Sharing results of our climate risk monitoring
and GHG inventories
Meetings with our clients drive our asset
management approach and feed directly
into our decision-making process. Lessons
learned from one asset are adapted and
applied across the portfolio.
BBGI joined the UK IPA Net Zero Working
Group in 2023, aimed at establishing a net
zero strategy for PPP investments in the UK.
We share the GHG data collected from our
investments and share experiences from our
own portfolio
Stakeholder Engagement continued
Annual Report 2023 59
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Climate Disclosures
Corporate Emissions
Scope
2019 2022 2023
tonnes CO
2
e tonnes CO
2
e tonnes CO
2
e
Scope 1 12 10 10
Scope 2 (location-based) 4 5 4
Scope 2 (market-based) 5 7 10
Scope 3 264 226 199
Total GHG emissions (location-based) 280 241 213
Total GHG emissions (market-based) 281 243 219
GHG intensity (market-based)
11 tCO
2
e/employee 9 tCO
2
e/employee 8 tCO
2
e/employee
0.3 tCO
2
e/£m invested 0.2 tCO
2
e/£m invested 0.2 tCO
2
e/£m invested
Financed Emissions
Attributable GHG emissions 2022 2023
All operational assets
Scope 1 5,806 tCO
2
e
The data collection
being in progress, we
will report on our 2023
Financed Emissions in
our 2023 ESG Report.
Scope 2 10,997 tCO
2
e
Scope 3 7,513 tCO
2
e
Total GHG emissions from operational assets
24,316 tCO
2
e
Assets under construction or major expansion
Scope 3 30,583 tCO
2
e
Total GHG emissions
54,899 tCO
2
e
Avoided GHG emissions
404,192 tCO
2
e
Carbon footprint
60 tCO
2
e/€m invested
GHG intensity
40 tCO
2
e/€m revenue
Application of PCAF Financed Emissions framework, as reported in our SFDR Principal Adverse Impact Statement:
– Data coverage: GHG emissions are reported for the entire portfolio.
– Methodologies used: BBGI has quantified Scope 1, Scope 2 and material Scope 3 GHG emissions from its portfolio (‘Financed Emissions’) in
accordance with GHG Protocol
16
and PCAF guidance
17
.
– Attribution factor: In accordance with the PCAF guidance, BBGI calculated its attributed emissions based on the proportional share of equity
and subordinated debt held in the Portfolio Companies. GHG emissions reported the Scope 1, Scope 2 and material Scope 3 emissions of BBGI’s
investments, apportioned using an attribution factor.
Formulas for Total GHG emissions:
Total GHG emissions (tCo
2
e) = ∑
Current value of investment
x
Investee company’s Scope 1, 2 and 3 GHG
emissions
Investee company’s enterprise value
Which applying the PCAF guidance translates into the following application for the Company:
Total attributable GHG emissions
(tCo
2
e) =
∑
Outstanding investment
x
Portfolio Company’s Scope 1, 2 and 3 GHG
emissions
(Equity + Debt)
where:
Outstanding investment BBGI’s equity and subordinated debt in the investment
Investee company’s enterprise value Portfolio Company’s Equity plus Debt
Equity
Total equity and subordinated debt of the investment excluding the impact of
hedging reserves
Debt Total external debt of the investment
16 Greenhouse Gas Protocol Corporate Standard (2004), Revised Edition (‘GHG Protocol’).
17 Partnership for Carbon Accounting Financials (‘PCAF’) standard for Financed Emissions: PCAF (2022), The Global GHG Accounting and Reporting Standard Part A: Financed Emissions. Second Edition.
60 BBGI Global Infrastructure S.A.
Ohio River Bridges, US
Case study
Ohio River Bridges,
Indiana, US
Advantages of electric vehicles for
highway patrols
Highway operations and maintenance involve various tasks
such as routine inspections, debris removal, pothole repairs,
snow ploughing, and emergency response. Traditionally,
these tasks rely on conventional gasoline or diesel-powered
vehicles, contributing to elevated carbon emissions and high
operational costs. The emergence of electric vehicles (‘EV’)
presents an opportunity to address these challenges while
promoting sustainability and enhancing public perception.
In 2023, BBGI, through its Portfolio Company, acquired the
first EV for the Ohio River Bridge Project fleet, a Ford F-150
Lightning specially outfitted to meet the unique needs of
highway operations. This vehicle offered multiple
advantages, including operating without air pollutants,
lower maintenance requirements and operating costs,
connectivity with smart technologies with real-time data
and acting as a portable supply power for hand tools for
interventions without the need of a generator. With an
estimated range of over 300 miles per charge, a maximum
payload of 2,200 lbs, and a towing capacity of 10,000 lbs,
this vehicle effectively meets the operational requirements
of highway maintenance tasks. The existing solar panel array
provides enough capacity to charge the 98 kWh battery of
the vehicle.
Despite certain limitations common to the usage of EV, such
as reduced range in winter, higher capital costs compared to
traditional vehicles, faster tires wear, and charging times:
“The incorporation of the Ford F-150 Lightning into our
highway operations and maintenance fleet, exemplifies the
potential of electric vehicles to transform traditional
infrastructure management practices. By embracing EV
technology, BBGI not only achieved environmental and
economic benefits but also positioned itself as a leader in
sustainable transportation.”, says Volker Ellenberg, BBGI
Global Head of Asset Management.
Annual Report 2023 61
Corporate governanceStrategic report of the Management Board
Financial statements
Task Force on Climate-related Financial Disclosures (TCFD)
Summary Report
As BBGI is considered a non-UK investment
company, it does not fall within the scope of
the Financial Conduct Authority’s (‘FCA’)
requirement for commercial companies with a
premium listing to make TCFD disclosures.
Notwithstanding this exemption, the
Management Board recognises the importance
of the TCFD and its related disclosures and has,
as a result, taken the voluntary decision to
report against the TCFD recommendations. Our
full TCFD disclosure is included in our ESG
Report: https://www.bb-gi.com/esg/
sustainability-related-disclosures/
Recommended
disclosure
Summary Section
Governance
a) Describe the
Board’s oversight of
climate-related risks
and opportunities.
The Supervisory and Management Boards, supported by an executive-led ESG
Committee, ensure comprehensive governance over all climate change and
ESG-related activities.
The Management Board considers climate change issues when setting strategy,
considering new investment opportunities, approving annual budgets, monitoring
performance metrics and targets and approving related disclosures.
The Supervisory Board’s constituted Remuneration Committee designs reward
structures for our Management Board to foster long-term value-creation and
reinforce the organisation’s ability to achieve its climate change goals and targets.
ESG Report
Section: ‘TCFD Disclosures’
Section: ‘Remuneration
Report’
b) Describe
management’s role in
assessing and
managing climate-
related risks and
opportunities.
The Management Board has overall responsibility for ESG considerations and
ensuring they are integrated into BBGI’s investment strategy, including in relation to
climate change. This is achieved through our Investment Committee, Risk
Management function, Corporate Governance function, and ESG Committee.
ESG Report
Section: ‘TCFD Disclosures’
ESG Committee Terms of
Reference
Strategy
a) Describe the
climate-related risks
and opportunities the
organisation has
identified over the
short, medium and
long-term.
Climate-related risks can encompass both physical disruptions due to factors such as
extreme weather, and transition challenges in adapting to low-carbon technologies
or biodiversity risks related to ecosystem disruptions.
Overall, scenario analysis has highlighted that the majority of BBGI’s portfolio is very
resilient to climate hazards both today and under future climate warming scenarios.
Our assessment considered climate impacts over short (1–5 years), medium (5–10
years) and long-term (10+ years) time horizons up until 2050, covering the
maximum investment life duration of our portfolio. When local mitigation measures
are also considered, the exposure of our assets to climate change may reduce
further.
The changes arising from a transition to a low-carbon economy include changes to
laws and regulations, reputational risks, adapting to new low-carbon materials and
technologies (this includes alternatives for road surfaces, electric vehicles charging
infrastructure, and energy-efficient or motion sensor equipment) and increased
electrification.
ESG Report
Section: ‘TCFD Disclosures’
62 BBGI Global Infrastructure S.A.
Recommended
disclosure
Summary Section
Strategy
(continued)
b) Describe the
impact of climate-
related risks and
opportunities on the
organisation’s
businesses, strategy
and financial
planning.
The screening of physical climate-related risks is systematically done for each asset
during the due diligence and monitoring phases of our investment cycle.
The results of the quantitative climate change assessment have fed into our strategy
in several ways: it informs us on the type of climate risk each of our assets is exposed
to, the magnitude of that risk (from low risk to high risk, if any) and the
corresponding reinstatement value (i.e., the potential cost of damage from physical
climate risks).
There is no climate-related cost in our financial models, but this may change in
relation to increased insurance premiums; however, there is a degree of contractual
protection from increased insurance costs.
The cash flows of our availability-based assets remain largely unaffected by physical
and transition climate-related risks, as they are based on pre-agreed criteria with the
public sector.
ESG Report
Section: ‘TCFD Disclosures’
c) Describe the
resilience of the
organisation’s
strategy, taking into
consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
Our climate modelling demonstrates that our investment strategies focus our
investments into infrastructure assets. They are built to the latest engineering
standards and due to the long-term nature of these assets, we consider the
long-term effects of climate change when they are built. In our capacity as an
investor, we are developing our resilience by transitioning to net zero through a mix
of portfolio decarbonisation, engagement with key stakeholders and an ESG
integrated investment approach.
A transition to a lower carbon economy presents several opportunities for client-
supported change orders and new investment, should the business case support it.
ESG Report
Section: ‘TCFD Disclosures’
Net Zero Plan
Risk
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
In line with our commitment to executing due diligence on new acquisitions, within
six months of an asset integrating into our portfolio we perform a systematic
screening for various risks.
We also identify climate-related risks through physical risk due diligence. A summary
of the immediate risk exposure is provided under a ‘Paris-aligned’ scenario and a
‘high emissions’ scenario, and then in decadal time steps until 2100. We have
reviewed all existing investments for physical climate change exposure against eight
climate perils through quantitative scenario-analysis.
To ensure our portfolio remains resilient to climate risk, we continue to embed these
insights into our investment screening process, ensuring physical climate risk
impacts are assessed for all new investments. The output from the screening is a
bespoke climate factsheet.
ESG Report
Section: ‘TCFD Disclosures’
TCFD Disclosures Summary Report continued
Annual Report 2023 63
Corporate governanceStrategic report of the Management Board
Financial statements
Recommended
disclosure
Summary Section
Risk
(continued)
b) Describe the
organisation’s
processes for
managing climate-
related risks.
Climate risks identified through our climate risk modelling are managed by our Risk
Manager and the Management Board, who take steps to ensure climate risk
considerations are formally embedded within risk management procedures.
ESG Report
Section: ‘TCFD Disclosures’
c) Describe how
processes for
identifying, assessing
and managing
climate-related risks
are integrated into
the organisation’s
overall risk
management.
Climate-related risks have been integrated into our risk management procedures.
Where we identify material climate risks, these are escalated where necessary to the
Management Board, ensuring risks can then be appropriately assessed, managed
and monitored per our risk management procedure.
For our portfolio to remain resilient to climate risk, we embed findings into our
investment screening process, ensuring we assess physical climate risk impacts for all
new investments.
ESG Report
Section: ‘TCFD Disclosures’
Metrics
a) Disclose the metrics
used by the
organisation to assess
climate-related risks
and opportunities in
line with its strategy
and risk management
process.
We have quantified both physical severity risk scores and potential projected
financial impacts from 2020 to 2100 for every asset under each warming scenario
assessed. For each time horizon and for each warming scenario, each asset is scored
with a climate risk score, on a scale from very low to very high.
For the 22 assets that have undergone a deep-dive assessment, we conducted
further sensitivity analysis that considers all existing resilience measures and the
engineering of our assets in the climate risk score. Since June 2023, BBGI discloses
climate change related metrics as part of our SFDR Principal Adverse Impact
Statement.
ESG Report
Section: ‘Climate-related
risks’
SFDR Principal Adverse
Impact Statement
b) Disclose Scope 1,
Scope 2 and, if
appropriate, Scope 3
GHG emissions, and
the related risks.
Refer to section ‘Financed Emissions’.
ESG Report
Section: ‘GHG Protocol’
SFDR Principal Adverse
Impact Statement
TCFD Disclosures Summary Report continued
64 BBGI Global Infrastructure S.A.
Recommended
disclosure
Summary Section
Metrics
(continued)
c) Describe the
targets used by the
organisation to
manage climate-
related risks and
opportunities and
performance against
targets.
Physical risk targets:
For 22 assets, where we produced a bespoke climate factsheet, we have used it
when engaging with clients. We will continue to perform a climate-risk screening for
each new investment.
Corporate Emissions reduction targets:
BBGI has committed to reduce its Corporate Emissions (Scope 1, 2 and 3) 50 per
cent by 2030 from a 2019 baseline and to reach net zero by 2040.
Financed Emissions reduction targets:
We aim for 70 per cent of our Financed Emissions to be ‘net zero’, ‘aligned’, or
‘aligning’ to net zero by 2030. This means that by 2030, 70 per cent of AUM
(portfolio companies by value) will have a long-term goal to be net zero by 2050 or
sooner. We have a goal to have 100 per cent of our Financed Emissions to be ‘net
zero’ or ‘aligned’, by 2040.
ESG Report
Section: ‘Climate-related
risks’
Net Zero Plan
TCFD Disclosures Summary Report continued
Annual Report 2023 65
Corporate governanceStrategic report of the Management Board
Financial statements
4 years
1 year
5 years
2 years
1 year
Independent
Non-independent
62.5%
37.5%
Male
Female
5
3
Non-Executive Directors
Executive Directors
5
3
*Comprises the Supervisory and Management Boards
37.5%
Female representation on the Board
Read more about our Board diversity
in the Nomination Committee Report
starting on page 77
*Comprises the Supervisory and Management Boards
Corporate governance
Governance at a glance
Our Board Stakeholder engagement
Committee meetings this year
7
Supervisory
Board
3
Nomination
Committee
5
Audit
Committee
4
Remuneration
Committee
62.5%
Independence on the Board
Sarah Whitney
Andrew Sykes
Jutta af Rosenborg
Chris Waples
June Aitken
Board tenure (number of years)
Board diversity*
Board independence*
Executive and Non-Executive
Directors split
Strong Net Promoter Score
56 (top quartile achievable range)
Client satisfaction discussed
at Board meetings
For more information
Refer to the stakeholder engagement
section on page 58 for more information
Refer to our website to view key
governance policies: www.bb-gi.com/
investors/policies/
66 BBGI Global Infrastructure S.A.
Relevant Application of European Union and
Luxembourg Law
BBGI is regulated by the CSSF under Part II of
the amended Luxembourg law of 17 December
2010 on undertakings for collective investment,
and is subject to the Luxembourg amended law
of 12 July 2013 on Alternative Investment Fund
Managers (‘AIFM Law’), which implemented the
EU Alternative Investment Fund Managers
Directive (‘AIFMD’) into national legislation.
AIFM
On 24 November 2023, the Company
announced that Frank Schramm, Co-CEO,
would be retiring with effect from 31 January
2024. At the same time, the Company
announced that Andreas Parzych would join the
Management Board with effect from 31 January
2024.
Other than this announcement of intention to
retire, there have been no other material
changes during the year in respect of Art. 20
paragraph. 2(d) of the AIFM Law that warrant
further disclosure to our shareholders.
Material risk takers
All members of BBGI’s Management Board are
considered the material risk takers, in
accordance with Luxembourg’s AIFM law of 12
July 2013. Frank Schramm, as former Co-CEO,
therefore, was a material risk taker until his
retirement from the Management Board on 31
January 2024. Andreas Parzych is deemed a
material risk taker since he joined the
Management Board with effect from 31 January
2024. Duncan Ball and Michael Denny are the
remaining two members of the Management
Board and remain material risk takers.
Incorporation and administration
The ordinary shares were created in accordance
with Luxembourg law and conform to the
regulations made thereunder, have all necessary
statutory and other consents, and are duly
authorised according to, and operate in
conformity with, the Articles.
Articles of Association
The Articles were originally approved and
formalised before a Luxembourg notary public
on 24 November 2011. The Articles are filed
with the Luxembourg Registre de Commerce et
des Sociétés and are published in the Recueil
Électronique des Sociétés et Associations
(‘RESA’). The Articles may be amended in
accordance with the rules set out in article 32 of
the Articles.
A copy of the current Articles, which were
most recently amended by shareholder
approval on 30 November 2020, is available
for inspection on our website. Refer to www.
bb-gi.com/investors/policies/articles-of-
association/
Compliance statement
As an internally-managed investment company,
our robust internal controls play a pivotal role
in ensuring the strong financial and operational
performance of our investments.
BBGI is a member of the Association of
Investment Companies (‘AIC’) and aligns its
reporting with the AIC Code of Corporate
Governance (the ‘AIC Code’).
Our work and reporting involve thorough
consideration of the Principles and Provisions of
the AIC Code, which in turn addresses the
Principles and Provisions set out in the UK
Corporate Governance Code 2018 (the ‘UK
Code’), along with additional Provisions of
specific relevance to BBGI as an investment
company. We believe that reporting against the
Principles and Provisions of the AIC Code, which
has been endorsed by the Financial Reporting
Council, offers pertinent insight for our
shareholders.
For the most part, we comply with the Principles
and Provisions of the AIC Code. Where we do
not, we provide explanations. Below, we detail
specific Provisions where we deviate from
compliance with the provisions of the AIC Code,
accompanied by relevant section references for
detailed explanations:
– AIC Provision 17 (establishing separate
Management Engagement Committee): See
Committees of the Supervisory Board.
– AIC Provision 23 (annual re-election of all
directors by the shareholders): See
Management Board – General section.
Board attendance
For the year ended 31 December 2023
Name Function Independence Age
Original
appointment
Next
renewal
date
Attendance at Meetings
(total meetings held in the year)
Supervisory Board Supervisory
Board (7)
Audit
Committee (5)
Nomination
Committee (3)
Remuneration
Committee (4)
Sarah
Whitney
(i)(ii)
Chair of
Supervisory Board
and Nomination
Committee
Independent 60 01-May-19 30-Apr-24 6/7 - 3/3 4/4
Andrew
Sykes
Senior Independent
Director and
Chair of the
Remuneration
Committee
Independent 66 29-Apr-22 30-Apr-24 7/7 5/5 3/3 4/4
Jutta af
Rosenborg
Chair of Audit
Committee
Independent 65 01-Jul-18 30-Apr-24 7/7 5/5 3/3 4/4
Chris Waples Director of the
Supervisory Board
Independent 65 01-May-21 30-Apr-24 7/7 5/5 3/3 4/4
June Aitken Director of the
Supervisory Board
Independent 64 29-Apr-22 30-Apr-24 7/7 5/5 3/3 4/4
(i)Ms Whitney was unable to attend one meeting of the Supervisory Board due to illness.
(ii)Ms Whitney is invited to attend the Audit Committee meetings as an observer. She attended all Audit Committee meetings held in the year.
These tables set out the expiry dates of the current terms of the Directors’ appointments, and Committee meeting attendance. All appointments may
be renewed in accordance with the provisions of the Company’s Articles.
Corporate governance continued
Annual Report 2023 67
Corporate governanceStrategic report of the Management Board
Financial statements
Biographies of Directors
Supervisory Board
Sarah Whitney
Chair, Supervisory Board and
Nomination Committee
Andrew Sykes
Chair, Remuneration Committee
and Senior Independent Director
Jutta af Rosenborg
Chair, Audit Committee
Andrew Sykes has a wealth of financial services
and non-executive experience and spent 26
years of his executive career at Schroders plc.
He is an experienced director of UK-listed
companies and has deep knowledge of the
financial services sector and of corporate
governance requirements.
He was Chair of SVG Capital plc from 2012 until
2017, serving on the Board from 2010. He was
also Chair of Smith & Williamson from 2013 to
2020.
At BBGI, Mr Sykes was appointed as a Non-
Executive Director in April 2022, and became
Senior Independent Director and Chair of the
Remuneration Committee on 29 April 2022. He
is a Non-Executive Director and Senior
Independent Director of Intermediate Capital
Group plc, Chairman of Alder Investment
Management Limited and Deputy Chair of the
Governing Body of Winchester College.
Mr Sykes holds a Master’s degree in Modern
Languages from Oxford University.
Jutta af Rosenborg has extensive experience in
management and strategy from her background
as an Executive and other senior operational
roles at listed companies. She is also an
experienced non-executive director of listed
companies.
Ms af Rosenborg served as CFO, Executive Vice
President of Finance and IT and Member of the
Board of Management at ALK-Abelló A/S until
2010. Before this, Ms af Rosenborg worked at
Chr. Hansen Holding A/S as Vice President of
Group Accounting from 2000 to 2003.
At BBGI, Ms af Rosenborg became a Non-
Executive Director on 1 July 2018 and Chair of
the Audit Committee on 31 August 2018. She is
also a Non-Executive Director and Chair of the
Audit Committee at RIT Capital Partners plc,
Nilfisk Holding A/S and JP Morgan European
Growth & Income plc.
Ms af Rosenborg holds an MSc in Business
Economics and Auditing from Copenhagen
Business School, and qualified as a state-
authorised public accountant in 1992.
Sarah Whitney has a 35-year career advising on
strategy, corporate finance, real estate,
infrastructure, investment and economic
matters. She has provided consultancy services
to national and local governments, investors
and real estate companies.
Her prior executive roles include Corporate
Finance Partner at PwC; leading the Government
& Infrastructure Team at CB Richard Ellis; and
Head of Consulting & Research at DTZ Holdings
plc (now Cushman & Wakefield).
At BBGI, Ms Whitney became Chair of the
Supervisory Board on 31 July 2020 and is Chair
of the Nomination Committee.
Ms Whitney sits as a Non-Executive Director on
the board of Bellway plc (where she serves as
Senior Independent Director). She also serves as
a Non-Executive Director on the boards of two
other investment trusts, JPMorgan Global
Growth & Income plc (where she serves as Chair
of the Audit Committee) and Tritax EuroBox plc
(where she serves as Senior Independent
Director).
She is a Fellow of the Institute of Chartered
Accountants of England and Wales, Member of
the Council of University College London, and
has a BSc in Economics & Politics from the
University of Bristol.
68 BBGI Global Infrastructure S.A.
Chris Waples (CDir FloD) has 35 years’ global
experience of managing the acquisition,
construction and divestment of infrastructure
projects in progressive high-profile companies.
He spent 12 years at John Laing Group plc
where he was Executive Director Asset
Management, leading the international
public-private partnership asset portfolio across
Europe, North America, and Asia Pacific, and
was also a member of the Executive team that
oversaw the successful £1 billion market
capitalisation IPO of John Laing Group plc in
2015. He was Chair of the Investment
Committee, Chair of the Investment Portfolio
Committee and Trustee of the John Laing
Charitable Trust.
He previously served as Managing Director of
Amey plc and held senior positions with
Scottish Power plc and Blue Circle plc.
Mr Waples became a Non-Executive Director at
BBGI in May 2021. He is a Fellow and Chartered
Director of the Institute of Directors and holds a
Postgraduate degree in Management Studies
and Agricultural Engineering LICG.
June Aitken has over 30 years of experience in
global equity markets as an institutional
stockbroker and has been involved in
establishing fund structures in multiple
jurisdictions.
She has held senior roles at HSBC Bank plc
including as Global Head of Emerging Market
Equity Distribution and Head of Strategy
Management. Previously, Ms Aitken was a
Managing Director at UBS (AG), Head of Global
Equity Product, and Global Head of Asian
Equities. She was a founding partner and
investor of Osmosis Investment Management
LLP, a specialist investment manager focused on
environmental and responsible investment
mandates.
At BBGI, Ms Aitken was appointed as a
Non-Executive Director in April 2022. She is the
Non-Executive Chair at CC Japan Income &
Growth Trust plc, and a Non-Executive Director
and Chair of the Audit Committee at JP Morgan
Asia Growth and Income plc and Schroder
Income Growth Fund plc.
Ms Aitken holds a degree in Politics, Philosophy
and Economics from Oxford University, is a
member of the Chartered Banker Institute and
acts as a mentor to female entrepreneurs.
Chris Waples
Independent Director
June Aitken
Independent Director
Biographies of Directors continued
Annual Report 2023 69
Corporate governanceStrategic report of the Management Board
Financial statements
1
2
3
Biographies of Directors continued
70 BBGI Global Infrastructure S.A.
1
Duncan Ball
Co-CEO (to 31 January 2024), CEO (from 31
January 2024) and member of the Management
Board
Duncan Ball has worked in the infrastructure
sector, investment banking and advisory
business for over 30 years. As Co-CEO of BBGI,
he is responsible for BBGI’s overall strategy and
management. He is a member of the
Management Board and sits on the Group’s
Investment and ESG Committees. He is also a
shareholder representative and holds
directorships in key investments of BBGI.
During the financial reporting period ending 31
December 2023, Mr Ball served as Co-CEO. He
was subsequently appointed as CEO, effective
31 January 2024. He was actively involved in the
BBGI IPO in 2011 and BBGI’s subsequent
growth from 19 assets to 56 assets at the end
of the reporting period.
2
Michael Denny
CFO (to 1 February 2024), CFOO (from 1
February 2024) and member of the
Management Board
Michael Denny has over 20 years’ experience in
corporate finance, with a focus on the
infrastructure and real estate sectors.
He joined BBGI in early 2012, shortly after its
IPO. As CFO of the Group, he is primarily
responsible for all corporate financial matters
including financial reporting, UK listing
requirements, taxation, foreign exchange
hedging and regulatory compliance. Mr Denny
is a member of the Management Board and sits
on the Group’s Investment and ESG Committees.
During the financial reporting period ending 31
December 2023, Mr Denny served as CFO. His
role was subsequently expanded to Chief
Financial and Operating Officer, effective from 1
February 2024.
3
Andreas Parzych
Executive Director and member of the
Management Board (from 31 January 2024)
Andreas Parzych has over 20 years’ experience
in infrastructure investment across transport,
social infrastructure, and renewables in Europe
and North America.
Mr Parzych joined BBGI in 2016 as Director,
Head of Business Development, responsible for
identifying, evaluating, and executing
investment opportunities for the fund, and has
been actively involved in implementing our
growth strategy since joining BBGI.
Board attendance
For the year ended 31 December 2023
Name Function Independence Age
Original
appointment
Next
renewal
date Attendance at Meetings
Management Board Management Board (22)
Duncan Ball Member of the
Management Board
Non-independent 58 05-Oct-11 05-Oct-24 22/22
Frank Schramm(i) Member of the
Management Board
Non-independent 55 05-Oct-11 - 22/22
Michael Denny Member of the
Management Board
Non-independent 46 30-Apr-13 30-Apr-24 22/22
Andreas
Parzych(ii)
Member of the
Management Board
Non-independent 51 31-Jan-24 31-Jan-25 -
(i)Mr Schramm retired from the Management Board on 31 January 2024.
(ii)Mr Parzych was appointed 31 January 2024. Prior to his appointment, he was invited to attend the three preceding meetings of the Management Board as an observer.
These tables set out the expiry dates of the current terms of the Directors’ appointments, and Committee meeting attendance. All appointments may
be renewed in accordance with the provisions of the Company’s Articles.
Biographies of Directors
Management Board
Frank Schramm
Former Co-CEO and member of the
Management Board to 31 January 2024
During the financial reporting period ending 31
December 2023, Frank Schramm served as
Co-CEO of BBGI since its inception, until he
retired from his role as a member of the
Management Board and as Co-CEO on 31
January 2024.
Annual Report 2023 71
Corporate governanceStrategic report of the Management Board
Financial statements
Our governance structure
BBGI is internally managed and operates with
a two-tier governance structure, comprising
a Management Board and a Supervisory Board.
The respective responsibilities of each Board
are outlined to the right.
The Supervisory Board consists solely of
independent Non-Executive Directors and the
Chair, who was considered independent at the
time of her appointment. Directors on both the
Management and Supervisory Boards are
accountable under the Listing Rules, as the
Listing Rules do not distinguish between
different types of directors.
While BBGI’s shares are listed on the Official List
of the UK Listing Authority, the Supervisory
Board and the Management Board act as one in
approving any circular or corporate action
where the Listing Rules require the
recommendation of the board of a publicly-
listed company (or where recommendation is
customarily given). Any responsibility applied to
directors under the Listing Rules applies to all of
our directors.
Stakeholder engagement
Effective engagement with our stakeholders is
integral to realising our vision and purpose. As
a non-domiciled, publicly-listed entity on the
UK London Stock Exchange, the UK Companies
Act 2006 (the ‘CA2006’) has limited application.
Nonetheless, we acknowledge the significance
of stakeholder interests, and the continuing
requirements under Section 172(1) CA2006 for
boards of UK large or publicly-listed companies
to take stakeholder interests into account and
report on how they have done so when
performing their duties. As a member of the
AIC, we align with the AIC Code requirement for
the matters set out in Section 172 to be
reported on by all companies, irrespective of
domicile and provided there is no conflict with
local company law.
Detailed insights into how we embody the spirit
of those Section 172 provisions, fully consider
our stakeholders, and uphold our commitment
to generating positive and sustainable
outcomes for all stakeholders are outlined in
the ESG section.
Under AIC Code Provision 3, members of our
Management Board regularly engage with our
major shareholders to understand their views
on significant matters. Going forward, this
engagement will be led by the CEO and CFOO.
The Chairs of the Supervisory Board and its
delegated Committees are always available to
engage at our shareholders’ request.
Board leadership and purpose
Management Board
– Manages BBGI and its representation
vis-à-vis third parties (e.g. entry into
agreements on BBGI’s behalf).
– Operational management, including
discretionary investment management of
BBGI’s investments.
– Sets and implements the Group’s overall
strategy.
– Implements risk management,
monitoring operational risks and
measures related to risks.
– Oversees BBGI’s administration, including
preparing its semi-annual valuations,
statutory financial statements,
management accounts and its business
plan, which defines its active approach to
asset management.
– Primary interface for BBGI’s investor
relations.
– Engages with the Supervisory Board on
behalf of BBGI’s shareholders.
In carrying out the function of investment
manager via the Management Board, BBGI
does not engage an external investment
adviser to provide investment management
services. Accordingly, as Executive Directors,
none of the Management Board sit on the
Supervisory Board, nor on its formally
constituted Committees.
– Appoints and, where relevant, dismisses
members of the Management Board.
– Supervises management by the
Management Board, without being
authorised to interfere with the
management.
– Exercises its powers attributed by our
Articles, including:
– supervising and monitoring the
appointment of the Company’s service
providers and those of its subsidiaries;
– reviewing remuneration and
compensation levels and structure, and
other benefits and entitlements of our
Management Board officers and all
BBGI employees;
– considering prospective issues,
purchases, or redemptions of shares
proposed by the Management Board;
– reviewing and monitoring compliance
with our corporate governance
framework and financial reporting
procedures;
– reviewing and (if thought fit) approving
interim and annual financial statements;
and
– providing general supervisory oversight
to the Management Board and Group
operations.
Supervisory Board
72 BBGI Global Infrastructure S.A.
General Meetings
2023
Our AGM was held on 28 April 2023. There were
no other shareholder meetings held during the
year.
2024
Our next AGM will be held on Tuesday 30 April
2024. The Notice of Meeting, proposed
Resolutions and Explanatory Notes, and the
associated Proxy Form, will be circulated to
shareholders in accordance with the regulatory
deadlines, and will be available on our website.
Substantial shareholdings
As at 31 December 2023, BBGI had 714,876,637
shares in issue. Pursuant to DTR 5 of the FCA’s
Disclosure Guidance and Transparency Rules, we
had received notice of substantial interests (five
per cent or more) in the total voting rights of
BBGI as shown in the table opposite, in
compliance with DTR 7.2.6R.
Board members and other interests
The members of the Management Board also
serve as managers of BBGI Management
HoldCo S.à r.l. On 31 January 2024, Mr Parzych
was appointed to the Board of BBGI
Management HoldCo S.à r.l., coinciding with Mr
Schramm's retirement from his Board position.
Mr Ball, Mr Denny, and Mr Parzych hold service
contracts with BBGI Management HoldCo S.à r.l.
Mr Schramm also holds a service contract with
BBGI Management HoldCo S.à r.l. and, following
his retirement from the Management Board on
31 January 2024, will continue to be available as
an adviser until 31 December 2024. No other
Board member held service or management
contracts during 2023.
Notice periods of 12 months apply to and from
the Company for the CEO, the CFOO and Mr
Schramm. Notice periods of 6 months apply to
and from the Company for Mr Parzych,
following his appointment to the Management
Board. The Company has not granted any loans
to, nor provided any guarantees for the benefit
of, any Director.
All members of the Supervisory Board (Ms
Whitney, Mr Sykes, Ms af Rosenborg, Mr
Waples and Ms Aitken) are considered
independent Board members, as they:
– have not been employees of BBGI;
– have not had material business
relationships with BBGI;
– have not received performance-based
remuneration from BBGI;
– do not have family ties with any of BBGIs
advisers, directors, or senior employees;
– do not hold cross-directorships or have
links with other directors through
involvement on other companies;
– do not represent a significant shareholder;
and
– have not served on the Board for more than
nine years.
Details of Directors’ holdings in BBGI’s shares
are disclosed in our Remuneration Report.
Internal controls
The Management Board has robust processes
and internal controls to help BBGI manage risk.
It oversees the internal control framework and
determines the nature and extent of principal
risks we are willing to take to achieve our
long-term strategic objectives. As well as
ongoing monitoring, we review these policies
and procedures at least annually.
We recognise that through effective control
systems we can manage and mitigate the risks
of failure to achieve business objectives, but we
cannot eliminate them. By their very nature,
these procedures are unable to provide
absolute assurance against material
misstatement or loss.
During 2023, our Compliance and Risk functions
reviewed, assessed and reinforced our robust
governance and risk controls frameworks,
including delegate and due diligence process
monitoring, through in-person meetings and
on-site attendance at delegate offices.
– The Supervisory Board monitors our
investment performance against our stated
objectives and reviews our activities on a
quarterly basis to ensure that our
Management Board is adhering to our
investment policy and guidelines, including:
clearly defined investment criteria; return
targets; our risk profile; and compliance
framework. During these meetings, the
Management Board reports KPIs on
operating performance, cash projections,
investment valuations and corporate
governance matters.
– The Head of Compliance and Risk presents
our Interim and Annual Risk Report and
quarterly Compliance updates to the
Management Board and the Supervisory
Board, and to the Audit Committee, with
Board Directors present.
– The ESG Committee oversees the
management of material ESG activities and
reports to the Management Board on any
recommendations and proposed actions
following each Committee meeting. The
ESG Committee meets at least quarterly. Its
membership for 2023 comprised the
Co-CEOs, the CFO, the Director ESG/
Sustainability and the Company Secretary.
Through the ESG Committee, the
Management Board remains informed
about the dual aspect of sustainability risks:
the risk of financial, operational, and direct
physical impacts from sustainability factors
on our portfolio (with associated increased
regulation), as well as the effects caused by
our investments to sustainability aspects.
The Internal Auditor carries out its review as
part of our triennial audit plan, as agreed by the
Management Board and Audit Committee and
communicated to the CSSF. The nature, timing,
and extent of our internal audit procedures are
determined by assessing risk related to specific
activities, and the complexity and sophistication
of our operations and systems, including how
we control information processing. The Internal
Audit Summary Report is presented to the
Audit Committee in March each year and then
submitted to the CSSF.
Name Held % of total share capital
(i)
M&G plc 59,502,903 9.42%
Schroders plc 56,304,964 8.48%
Newton Investment Management Limited 39,947,825 8.46%
Rathbones Group plc 31,569,569 5.01%
Evelyn Partners 28,885,124 5.00%
(i) The percentage of voting rights detailed in the table above was calculated at the time of the relevant disclosure made in
accordance with Rule 5 of the Disclosure Guidance and Transparency Rules, and the shareholders’ percentage interests in
BBGI may have changed since that date.
Board leadership and purpose continued
Annual Report 2023 73
Corporate governanceStrategic report of the Management Board
Financial statements
Division of Responsibilities
Management Board
General
The Management Board comprises three
members, each contractually engaged by BBGI
Management HoldCo S.à r.l., a direct
consolidated 100 per cent-held BBGI subsidiary.
As a result, no member is deemed independent
under AIC Code Provision 10. However, the
Management Board’s functions are overseen by
the Supervisory Board, which meets the
independence criteria set out in Provision 10.
While our two-tier structure is not explicitly
covered by the AIC Code, our independent
Supervisory Board ensures we are compliant
with AIC Code Provision 10.
The Company’s Articles require the re-election
of the Management Board’s members annually
by the Supervisory Board, and not by
shareholders. This does not meet the
requirements of AIC Code Provision 23, which
requires that directors be subject to election by
shareholders. However, as the Management
Board carries out the role of investment
manager, the Supervisory Board deems it
appropriate that it elects the members of the
Management Board. The Articles also require
that the members of the Supervisory Board are
subject to annual re-election by shareholders,
who may also dismiss any member. We
consider this procedure satisfies the
requirements of AIC Code Provision 23.
Performance evaluation and reappointment
As stated above, the Management Board carries
out the functions of BBGI’s investment
manager. Management Board Directors are
appointed by the Supervisory Board for a year,
and these appointments are then renewed. Mr
Ball was originally appointed in October 2011
for BBGI’s IPO. Mr Denny was originally
appointed to the Management Board in April
2013, and Mr Parzych was appointed in January
2024, following the concurrent retirement of Mr
Schramm from the Management Board.
Delegated functions
We are required to have dedicated Risk
Management, Compliance and Internal Audit
functions under AIFM Law; and each function
must be functionally and hierarchically separate
from all other operating unit functions. Grant
Thornton Vectis remained as our Internal
Auditor for the year ended 31 December 2023.
Our Head of Risk and Compliance is authorised
by the CSSF to perform the Risk Management
and Compliance functions, and reports to our
Management Board and Supervisory Board, or
one of its formally constituted Committees, as
well as reporting to respective Designated
Board Members, who retain responsibility for
overseeing the performance of the respective
functions.
Our Management Board is responsible for the
correct and effective operation of the delegated
functions listed below.
Our shares trade on the main market of the
London Stock Exchange. In this context, Link is
our depository, receiving agent and UK transfer
agent. All shares are held in dematerialised
form, in accordance with the Luxembourg
Dematerialisation Law.
LuxCSD acts as the Company’s EEA-based CSD.
BIL acts as the required intermediary between
the Company and LuxCSD. Both LuxCSD and BIL
are classified as delegates and are subject to
the appropriate level of delegate oversight in
accordance with our delegate oversight
framework.
G.I.T.S. PSF provide a fully outsourced IT
solution to BBGI, covering many areas, including
but not limited to private managed hosting,
backup services, and IT security services.
BBGI is registered under the UK’s National
Private Placement Regime ('NPPR'), allowing us
to continue to market our shares in the UK.
Other key delegates and providers:
Central Administrative Agent, Depositary,
Paying Agent and Transfer Agent:
CACEIS Investor Services Bank S.A. (CACEIS)
Depository (UK): Link Market Services Trustees Limited (‘Link’)
Central Securities Depository (CSD): LuxCSD S.A. (‘Lux CSD’)
Principal Agent: Banque Internationale à Luxembourg S.A.
(‘BIL’)
Information Technology: G.I.T.S. PSF
74 BBGI Global Infrastructure S.A.
Supervisory Board
General
The Supervisory Board consists of five Non-
Executive Directors, all of whom are
independent. All Supervisory Board members
are elected for a 12-month period ending at our
AGM each year, when they are required to retire,
in accordance with the Articles. The members
can offer themselves for re-election by
shareholders however, reappointment is not
automatic.
The Supervisory Board meets at least four times
a year and between these formal meetings, the
Management Board and the Company’s
corporate brokers have regular contact. Where
necessary, both Supervisory and Management
Board members have access to independent
professional advice at BBGI’s expense. The
Supervisory Board considers items in the
Notices and Agendas of meetings, which are
formally circulated to its members before each
meeting as part of the Board papers. It reviews
investment performance and associated matters,
compliance and risk profile, the performance of
key service providers, investment and financial
controls, marketing and investor relations, peer
group information, industry issues, general
administration and other matters relevant to
fulfil its oversight remit. At each meeting,
members must advise of any potential or actual
conflicts of interest before discussion.
The Supervisory Board has formally established
Audit, Remuneration and Nomination
Committees. Further details are below and in
each Committee Report. Copies of the Terms of
Reference for each of our Committees are
available on our website at www.bb-gi.com.
Audit Committee
In accordance with Provision 29 of the AIC Code
and the Disclosure Guidance and Transparency
Rules (‘DTR’) rule 7.1, the Company has a
formally constituted Audit Committee, to which
the Supervisory Board has delegated
responsibility for the general oversight and
monitoring of the Company’s compliance with
financial and regulatory controls in accordance
with AIC Code and Disclosure, Guidance and
Transparency Rules requirements.
The Audit Committee operated throughout
2023 in accordance with the AIC Code and
within clearly defined terms of reference, which
are regularly reviewed, including all matters
indicated by DTR 7.1 and the AIC Code.
The Audit Committee reports its findings to the
Supervisory Board, identifying matters where it
recommends action or improvement. If there is
a conflict between the provisions of the AIC
Code and the provisions of the law on the Audit
Profession, we comply with the provisions of the
law on the Audit Profession and disclose any
conflict.
As External Auditor, PwC attends specific Audit
Committee meetings to consider BBGI’s Annual
and Interim Financial Statements, where PwC
presents the conclusions of its work, and
whenever the Audit Committee considers
necessary.
The Audit Committee meets at least three times
per year, and whenever the Audit Committee
Chair may require. Any member of the Audit
Committee, or the External Auditor, may request
additional meetings. Other Directors, employees
and third parties may be invited by the Audit
Committee to attend meetings when
appropriate. Ms Whitney is not a Committee
member, however, as Supervisory Board Chair,
she is invited to attend each of its scheduled
meetings.
Remuneration Committee
In accordance with AIC Code Provision 37, the
Company has a formally constituted
Remuneration Committee, to which the
Supervisory Board has delegated its
responsibilities for: establishing the general
principles of the policy for Directors’
remuneration; setting remuneration for the
Management Board; and supervising
remuneration structure and levels for other
employees’ compensation and other benefits
and entitlements. The Remuneration Committee
reports its findings and any recommendations
to the Supervisory Board.
The Remuneration Committee meets at least
twice a year, and whenever the Remuneration
Committee Chair may require. Additional
meetings may be requested by any member of
the Remuneration Committee, if necessary.
Other Directors, employees and third parties
may be invited by the Remuneration Committee
to attend meetings as and when appropriate.
Nomination Committee
In accordance with AIC Code Provision 22, the
Company has a formally constituted Nomination
Committee, to which the Supervisory Board has
delegated its responsibilities for appointing the
members of the Management Board and the
appointment of any further Supervisory Board
members.
The Nomination Committee meets to consider
the renewal of the appointments of
Management Board members (renewable
annually for one year), the appointment of new
Supervisory Board members, to review the
succession plans for both the Management and
Supervisory Boards and oversees the annual
performance evaluation of the Supervisory
Board and its formally constituted Committees.
In recruiting new directors, the Nominations
Committee actively seeks greater diversity by
gender, ethnicity, nationality, and other criteria,
and is committed to selecting members based
on merit and with the relevant and
complementary skills for BBGI to maximise
stakeholder value.
The Nomination Committee meets at least twice
a year, and at other times as the Nomination
Committee Chair requires, in accordance with its
Terms of Reference. If necessary, Nomination
Committee members can request additional
meetings. Other Directors, employees and third
parties may be invited by the Nomination
Committee to attend meetings when
appropriate.
In accordance with AIC Code Provision 22, the
Chair does not chair any Committee meeting
where her succession is discussed.
Further details on the roles of each Committee
and their activities during 2023 are in the
individual Committee reports in this Annual
Report. Committee Chairs attend our AGM,
where they can respond to any shareholder
queries on their Committee’s activities.
Management Engagement Committee
Oversight of delegates and key service providers
is highly regulated by the Luxembourg CSSF,
including formal reporting structures, regular
oversight visits and compliance monitoring
plans, in accordance with the Company’s
Oversight of Delegated Activities framework.
Given the Company’s internally managed
structure and the Management Board's primary
role in overseeing the delegate process, along
with the size of the Supervisory Board, the
Supervisory Board performs the functions of a
Management Engagement Committee. Ms.
Whitney serves as the Chair. As a result, we
consider it unnecessary to have a separately
constituted management engagement
committee, as prescribed under AIC Code
Provision 17, as there would be no material
benefit to BBGI and our shareholders.
In its role as Management Engagement
Committee, the Supervisory Board met four
times in 2023 to consider, together with the
Management Board, the performance,
effectiveness and appropriateness of the
ongoing appointments of our third-party service
providers under Principle H of the AIC Code.
During these meetings, the Management Board
provided feedback and key findings from any
meetings with third-party service providers.
Division of Responsibilities continued
Annual Report 2023 75
Corporate governanceStrategic report of the Management Board
Financial statements
We believe the Supervisory Board members
have an appropriate combination of skills,
experience and knowledge to fulfil their
obligations. They also have a breadth and
diversity of experience relevant to BBGI, and we
believe any future changes to the composition
of the Supervisory Board can be managed
without undue disruption. We are unaware of
any circumstances that are likely to impair, or
could appear to impair, the independence of
any of the Supervisory Board members.
Board composition, tenure and diversity
The Nomination Committee and the
Management Board regularly review BBGI’s
succession plans, but ultimate decision-making
rests with the Supervisory Board. To ensure
continuity and stability, and to maximise
retained knowledge transfer, our Non-Executive
Directors are expected to retire on a staggered
basis, as part of our structured succession plan.
Our Management and Supervisory Boards take
the gender and ethnic diversity of their
composition into full consideration. We are
supporters of the goals of FTSE Women Leaders
and the Parker Review on Ethnic Diversity on
Boards and integral to this, the Nomination
Committee regularly reviews our policies on
diversity, equity and inclusion. We remain one of
the few FTSE 350 companies with both a female
Chair and Audit Committee Chair and female
representation on our Supervisory Board at the
reporting date remains unchanged at 60 per
cent. Several of our staff at the level reporting
directly to the Management Board are women,
with 39 per cent female representation. 20 per
cent of the Supervisory Board and 8 per cent of
those employees who report directly to the
Management Board are considered to be from
an ethnic minority background as categorised
by the Parker Review. We intend to comply with
the Parker Review’s recommendation from next
year for disclosure of a target for ethnic minority
representation below the Board level by 2027.
We are proud of having a low employee
turnover rate, with no change in the year across
the consolidated Group. Combined with the
small number of people employed, this
inevitably presents us with limited opportunities
to promote greater diversity of gender and
ethnicity to senior roles. Wherever possible, the
Management and Supervisory Boards
understand our need to take all reasonable and
practical steps to evolve diversity throughout
the Group, without compromising on the quality
and skills of our team.
Further details on Board composition, tenure,
and diversity are in the Nomination Committee
Report.
Re-election of Supervisory Board members
In accordance with the Articles, all members of
the Supervisory Board will offer themselves for
re-election at our forthcoming AGM in 2024
and, as a result of the successful performance
evaluation, the Supervisory Board recommends
the re-election of each of its members.
Re-election of Management Board members
The Supervisory Board evaluates the
performance of the Management Board and its
Directors annually to ensure they operate
effectively and efficiently, and that the
appointment of the individual Directors is in the
best interests of BBGI and its shareholders.
Following satisfactory evaluations carried out in
2023, the Supervisory Board resolved to renew
Mr Denny’s appointment for a year with effect
from 30 April 2023, and Mr Ball for a year with
effect from 5 October 2023. While Mr
Schramm’s appointment was also renewed on 5
October 2023, he informed the Board in
November 2023 of his intention to retire, after
12 years, as Co-CEO and member of our
Management Board. Mr Schramm remained in
his position until 31 January 2024 and will be an
adviser to the business until December 2024. Mr
Parzych was appointed a member of the
Management Board on 31 January 2024 for a
year. His mandate will also be considered for
renewal on an annual basis.
Composition, Succession and Evaluation
Supervisory Board Gender Diversity
Male: 40%
Female: 60%
See the Nomination Committee Report
on page 77 for further information on
Board diversity
For more information about our approach
to diversity in general, please see our
separate ESG Report
76 BBGI Global Infrastructure S.A.
Nomination Committee Report
Annual statement
from Nomination
Committee Chair
I am pleased to present the
Nomination Committee (the
‘Committee’) report for the
financial year ended 31
December 2023 on behalf of the
Supervisory Board.
Terms of Reference
The Committee functioned throughout 2023
according to its defined Terms of Reference,
which are prepared in accordance with the AIC
Code. They are regularly reviewed throughout
the year by the Committee and are available to
view on the Company’s website. Any proposed
amendments to the Terms of Reference are
referred to the Supervisory Board for approval.
The roles and responsibilities of the Committee,
as set out in its Terms of Reference, are
reviewed at least annually, and consider
relevant regulatory changes and recommended
best practice. There were no material
amendments to the Terms of Reference during
2023.
Responsibilities
The Committee and its Chair are appointed by
the Supervisory Board. Membership is solely
confined to Independent Non-Executive
Directors. Each of the five Independent
Non-Executive Directors is a Committee
Member. The Nomination Committee’s
responsibilities include:
– reviewing the renewal of the appointments
of the Management Board members
(appointments are renewable annually for
one year only);
– considering the composition of the
Supervisory Board and the appointment of
new Supervisory Board members (subject
to annual shareholder approval);
– succession planning for the Management
and Supervisory Boards; and
– the annual performance evaluation of the
Supervisory Board and its formally
constituted Committees.
Key activities during the year
During the year, the Committee met three
times, with all members present.
Supervisory Board composition,
tenure and diversity
As part of its annual oversight and assessment
of the composition of the Supervisory Board,
the Committee considered the relationship
between the Supervisory and Management
Boards, as well as the balance of skills and
backgrounds of the Non-Executive Directors.
Their collective experience ensures that the
relationship with the Management Board is
robust, fostering a culture of healthy discourse
and diligent inquiry, leading to thorough
scrutiny and comprehensive oversight.
As such, it is the Committee’s view that the size,
structure, and composition of the Supervisory
Board and its Committees adequately meet the
Company's needs and effectively fulfil their
respective duties.
We appreciate the sustained support from
shareholders in affirming the reappointment of
all the Directors at the April 2023 AGM,
providing confidence that we are serving our
shareholders’ best interests effectively in our
oversight of the Company and Management
Board.
We wholeheartedly support the initiatives and
regulatory efforts aimed at advancing gender
and ethnic diversity within publicly-listed
companies. This includes initiatives such as the
FTSE Women Leaders and the Parker Review.
While after the period to which this Report
relates, in light of the FTSE Women Leaders’
Report published in February 2024 identifying
BBGI as maintaining an all-male Executive
Committee, we wish to clarify an important
aspect of our corporate structure that has a
significant impact on the interpretation of these
findings.
BBGI operates under a two-tier board system,
which the Report does not fully take into
account. This structure distinctively separates
the roles and responsibilities of our Supervisory
Board from those typically associated with an
Executive Committee. It is crucial to note that
our Supervisory Board boasts a 60 per cent
female representation, with both a female Chair
of the Supervisory Board and a female Audit
Committee Chair, showcasing our firm
commitment to diversity and inclusion at the
highest levels of governance. This level of
female representation is among the highest
within the FTSE 350 companies and significantly
contributes to the effectiveness and diversity of
thought within our leadership.
Furthermore, the characterisation of our
Management Board as an equivalent to an
Executive Committee does not accurately reflect
our operational structure. In reality, a broader
Executive Committee within our organisation
would encompass a wider range of senior roles,
including direct reports that significantly bolster
female representation beyond the three
Executive Directors. Female representation at
the level reporting directly to the Management
Board is at 39 per cent.
We strive to meet gender and ethnic
compositional goals at all levels, including our
Management Board and their direct reports. As
at 31 December 2023, our team of 26
colleagues comprised 14 different nationalities.
20 per cent of the Supervisory Board and eight
per cent of direct reports to the Management
Board are considered to be from an ethnic
minority background as categorised by the
Parker Review.
Committee membership Meeting attendance
Sarah Whitney
3/3
Andrew Sykes
3/3
Jutta af Rosenborg
3/3
Chris Waples
3/3
June Aitken
3/3
Annual Report 2023 77
Corporate governanceStrategic report of the Management Board
Financial statements
While we have made significant progress in the
area of diversity and inclusion, we remain
committed to enhancing the representation and
diversity of skills and expertise not just among
the members of our Supervisory Board and
Committees but throughout the business. This
commitment not only aligns with our corporate
values but also ensures we continue to meet
the evolving needs and expectations of our
stakeholders.
It is important to note that one of the key
positive attributes of our business has been
stability at the Management Board level. Since
IPO, the same team has been serving our
shareholders investing for the long term, and
below them sits a team of people who too have
seen an enviably low turnover rate, with no
changes in the year across the consolidated
Group. Whilst this stability has clearly played an
important part in delivering to our investors
over the long term, this inevitably presents
limited opportunities to promote greater
diversity of gender and ethnicity to senior roles
within BBGI. Despite these challenges, we are
dedicated to taking all reasonable and practical
steps to evolve diversity throughout the Group.
Succession planning
Following last year’s review of our policy on the
Appointment and Tenure of the Supervisory
Board Directors, we re-assessed the revised
policy, with no material amendments deemed
necessary, and only minor changes were
incorporated. As stated in last year’s Annual
Report, the Committee recognises that the AIC
does not explicitly preclude a Director from
serving more than nine years, but stating that
doing so is one of several factors that could
lead to a Director losing independent thinking.
In recognition of the market sentiment towards
excessive periods of tenure beyond nine years,
we have retained those same limits in respect of
our Supervisory Board members, allowing only
for an extension of the Chair in exceptional
circumstances, such as to facilitate an effective
succession plan and in furthering the
development of a diverse Board.
During the year, the Committee reviewed the
composition and membership of the
Management Board, the Supervisory Board, and
their formally constituted Committees. It was
determined that no further appointments to the
Supervisory Board were necessary.
Following Frank Schramm’s retirement on 31
January 2024, we extend a warm welcome to
Andreas Parzych upon his appointment to the
Management Board. We look forward to the
valuable contributions he will make to the
Company, leveraging his unique combination of
skills and extensive experience with a strong
focus on business development.
The appointment of Andreas underscores the
depth of senior talent within the Company.
For further information regarding Andreas'
background and qualifications, please refer to
the Biographies section of this Annual Report.
The Committee will continue its work in
assessing capacity within the organisation, key
person risks and continuous development of
appropriate succession plans for the
Supervisory and Management Boards and their
direct reports. We remain committed to
complying with AIC Code Provision 26, and plan
to engage an independent third party to
facilitate an external performance evaluation
process in 2024.
Succession planning was considered, at both
the Supervisory and Management Board level
and also for direct reports to the Management
Board. As part of those reviews and planning,
we consider the existing skills and experience
within the business, any potential future
departures and key person risks. We also
consider the adequacy of plans to develop
talent within the Company. Where necessary,
the Committee will appoint external consultants
to assist with the identification and recruitment
of suitable candidates. However, the
Management Board remains responsible for
recruitment of all senior positions below
Board-level, and it regularly keeps the
Committee and Supervisory Board appraised of
existing and potential future human resourcing
requirements.
The process of appointing any new Directors is
led by the Nomination Committee. Our
approach is to make appointments across all
levels based on merit, and the strengths, skills
and experience that individual candidates bring
to the composition and balance of the
Management and Supervisory Boards, or
Company.
Annual Committee planning
and member development
During the year, the Committee reviewed its
formalised annual work plan. The plan ensures
individual Committee members regularly
consider all material matters, and that sufficient
time is allocated for discussion.
We also reviewed the induction process for, and
information pack available to, new Non-
Executive Directors. These have been used to
support Andreas Parzych’s integration on to the
Management Board.
We maintain an internal register of training
undertaken by all staff and Directors. Members
of the Supervisory Board are required to
provide evidence of relevant training
undertaken in the year. During the year, they
were invited to take part in staff-wide training
on Anti-Money Laundering (‘AML’) and
Counter-Terrorism Financing (‘CTF’), Market
Abuse Regulations (‘MAR’), cyber-security and
ESG related topics.
The Committee also reviews training
undertaken to determine the ongoing
commitment and suitability of each Supervisory
Board member as an independent Non-
Executive Director of the Company. I am
pleased to once again be able to say that each
Supervisory Board member has undertaken
relevant training, ensuring continuing familiarity
with the latest regulatory and operational
developments relevant to BBGI’s business.
Annual performance evaluation
In response to the 2022 performance review of
the Supervisory Board’s effectiveness, we made
some minor changes to the management of the
Board’s business to improve the effective
working of the Board. The 2022 review also
recognised the importance of keeping the
Company’s strategy and risk management
processes under review given the challenging
macroeconomic environment. The Supervisory
Board has allocated a considerable proportion
of its time to these activities, and expects to
continue doing so in 2024 and beyond.
The Committee decided to postpone its earlier
resolution to undertake an externally-facilitated
performance review in 2023. This delay is
intended to allow for a smooth integration of a
new Management Board member and to
enhance the effectiveness of the subsequent
evaluation process in 2024.
Accordingly, the 2023 performance review was
conducted by way of individual one-to-one
interviews between myself and each of the
Supervisory Board members. The interviews
considered the performance of the Supervisory
Board, its three Committees and their respective
Chairs. I also received feedback from the
Management Board. The Committee
subsequently met to consider formally the
conclusions from these discussions.
The feedback from those interviews and the
Management Board concluded that the
Supervisory Board and its Committees were
effective and collaborative, with all members
actively contributing.
The adjustments made in response to last year’s
performance review, including holding separate
discussions on key matters, were recognised for
having enhanced the value and effectiveness of
our regularly scheduled Board and Committee
meetings.
Key priorities for the Supervisory Board for the
year will be for enhancing our involvement in
oversight of asset management and leadership
development. A proposal to increase
engagement with our assets through site visits
and presentations from key personnel below
the Management Board has been set in motion,
with potential for an annual site visit to assets.
The Management Board has our full confidence,
and we will support them in maintaining their
Nomination Committee Report continued
78 BBGI Global Infrastructure S.A.
continued disciplined approach to asset
acquisition and management. The Committee
will also review plans for Supervisory Board
succession to ensure it remains appropriate,
sufficiently forward-looking and well-balanced
when accounting for the experience, skills and
diversity of our current members.
The 2023 review concluded that the Supervisory
Board and its Committees comprise an
appropriate balance of experience, skills, and
knowledge to enable them to discharge their
responsibilities properly. Furthermore, the 2023
evaluation concluded that the Board and its
Committees operated effectively throughout
the year.
As the Senior Independent Director, Mr Sykes
evaluated my performance as Chair of the
Supervisory Board, in accordance with Provision
14 of the AIC Code, and he concluded that I
continue to perform my role effectively.
I have also evaluated the performance of each
Supervisory Board member, and concluded that
each member performed their duties effectively
throughout the reporting period, and has
sufficient capacity to carry out their duties
properly, with no single member over-boarded
by other directorships.
Renewal of Executive Director mandates
The Supervisory Board reviewed the performance
of each Management Board member. Each
member is considered to have performed their
duties effectively and was reappointed for
another year.
The Committee reviewed the plans for all senior
positions for succession planning. These plans are
regularly updated by the Management Board and
reviewed by the Nomination Committee at least
annually.
The year ahead
With Frank's retirement, 2024 will bring changes
to the composition of the Management Board.
We have strong confidence in the leadership of
Duncan and Michael, both with extensive
tenures on the Management Board, serving for
12 and 11 years respectively. Alongside
Andreas, who has been a valuable member of
the BBGI team since 2016 and has played a
significant role in implementing the Company's
growth strategy, this team is well-prepared to
guide BBGI to success in 2024 and beyond.
As a Committee, we are committed to regular
meetings to ensure that the Supervisory Board
continues to provide the essential support
required by the Management Board. This
responsibility remains our top priority and holds
the highest position on our agenda for the year.
We will also maintain vigilant oversight of the
dynamic macroeconomic landscape and its
effects on the Company's strategy and risk
management procedures.
Approval
This Report was approved by the Board on
27 March 2024 and signed on its behalf by:
Sarah Whitney
Nomination Committee Chair
27 March 2024
Nomination Committee Report continued
Annual Report 2023 79
Corporate governanceStrategic report of the Management Board
Financial statements
Audit Committee Report
Annual statement from
Audit Committee Chair
I am pleased to present
the Audit Committee
(the ‘Committee’) report
for the financial year ended
31 December 2023 on behalf
of the Supervisory Board.
Terms of Reference
The Committee functioned throughout 2023
according to its defined Terms of Reference,
which are prepared in accordance with the
Disclosure and Transparency Rule 7.1, the AIC
Code and applicable Luxembourg regulations.
They are regularly reviewed throughout the
year by the Committee and are available to view
on the Company’s website. Any proposed
amendments to the Terms of Reference are
referred to the Supervisory Board for approval.
The roles and responsibilities of the Committee,
as set out in its Terms of Reference, are
reviewed at least annually, and consider
relevant regulatory changes and recommended
best practice. There were no material
amendments to the Terms of Reference during
2023.
Committee membership
The Committee and its Chair are appointed by
the Supervisory Board. The Committee currently
consists of four Independent Non-Executive
Directors, all of whom sit on the Supervisory
Board, and membership is at all times confined
to Independent Non-Executive Directors. Ms
Whitney, as Chair of the Supervisory Board, is
invited to attend each Committee meeting as
an observer, but is not a member. The
biographies of each Committee member are in
the Corporate Governance section of this
Annual Report. The Supervisory Board considers
that at least one Committee member has recent
and relevant financial experience for the
Committee to discharge its functions effectively.
Responsibilities
The key responsibilities of the Committee
include:
– Advising the Supervisory Board on whether
the Group’s Annual and Interim Reports
and financial statements, taken as a whole,
are fair, balanced, and understandable, and
provide the information necessary for
shareholders to assess the Group’s position
and performance, business model and
strategy.
– Monitoring the integrity of the
consolidated and standalone financial
statements of the Company and any formal
announcements relating to the Group’s
financial performance, satisfying
themselves that the financial statements
are compliant with relevant accounting
standards and that any significant financial
reporting issues and judgements raised by
the External Auditors are appropriately
considered.
– Reviewing the semi-annual valuations of
BBGI’s investment portfolio.
– Reviewing the effectiveness of the Group’s
internal financial controls and risk
monitoring including consistency of
accounting policies and practices on a
year-to-year basis, the Group’s internal
control and risk management systems,
including reviewing the Internal Auditors’
Annual Regulatory Report.
– Reviewing and monitoring the effectiveness
of the Group’s Internal Audit function,
including the appointment and removal of
the third-party service provider of Internal
Audit and reviewing and approving the
tri-annual internal audit plan.
– Formally reporting and making
recommendations to the Supervisory Board
for resolutions to be put to shareholders at
the AGM, to approve the appointment,
re-appointment, and removal of the
External Auditor, and keeping their
associated remuneration and terms of
engagement under review.
– Reviewing and monitoring the External
Auditor’s independence and objectivity and
the effectiveness of the audit process,
taking into consideration relevant
Luxembourg and UK professional and
regulatory requirements.
– Ensuring implementation of a policy on
non-audit services, considering relevant
guidance and legislation regarding the
provision of non-audit services by the
External Auditor and the Company’s
Non-Audit Services Policy.
– Reviewing the adequacy and security of the
Group’s arrangements for its employees
and stakeholders to raise concerns in
confidence via BBGI’s whistleblower hotline,
about possible wrongdoing in financial
reporting, fraud, bribery, discrimination or
any other matters.
These responsibilities form the basis of the
Committee’s annual work plan. The Committee
is authorised to seek any information it requires
from the Management Board and external
parties, and to investigate issues or concerns as
it deems appropriate. The Committee may also
obtain independent professional advice at the
Company’s expense, to perform its duties.
The External Auditor is routinely invited to
attend Committee meetings, particularly when
the Annual and Interim Reports are under
review. Additionally, there are occasions
throughout the year when the External Auditor
engages directly with Committee members,
independent of the presence of the
Management Board. The Committee maintains
direct lines of communication with both the
External Auditor and the Management Board,
ensuring comprehensive oversight. All findings
and recommendations are consistently reported
Committee membership Meeting attendance
Jutta af Rosenborg
5/5
June Aitken
5/5
Andrew Sykes
5/5
Chris Waples
5/5
80 BBGI Global Infrastructure S.A.
to the Supervisory Board for further action and
consideration.
Valuation of investments
As in previous years, the Committee engaged in
discussions with the Management Board, the
External Auditor, and the Internal Auditor,
covering a broad range of topics. We continue
to regard the fair valuation of the Company’s
underlying investments as the most significant
risk of material misstatement in our financial
statements. To address this, we have
comprehensive pre-publication discussions of
the Company’s annual and interim financial
statements. Sufficient time is allocated for
in-depth conversations with the Management
Board, whose twice-yearly valuation of
underlying investments, including NAV
sensitivity analyses, are independently reviewed
by a third-party valuation expert.
The Committee was able to request detailed
explanations from the Management Board,
scrutinising the rationale behind investment
valuations, and examining the applied
assumptions, judgements, and methodologies.
The External Auditor participates in Committee
meetings at least twice per year to present and
discuss their audit or review findings. Their
audit process includes a valuation specialist
who reviews and reports on the adequacy of
the underlying investment valuations. Special
attention is paid to key assumptions for fair
valuation, applied discount rates, and the
macroeconomic context.
The Committee also received briefings from the
External Auditor on the outcomes of their
controls testing and audit procedures, with a
particular focus on the risk of material
misstatement during the audit/review of the
Annual and Interim Financial Statements.
Following this process and reviews, the
Committee concluded that the valuation
methodology applied to the Group’s
investments in 2023 was appropriate, and the
resulting investment values were reasonable.
External Auditor independence
and effectiveness
In assessing the ongoing independence of the
External Auditor, the Committee:
– reviewed the External Auditor’s report
outlining the extent of non-audit services
provided by them and related parties to the
Company and its subsidiaries;
– received confirmation from the External
Auditor as to its compliance with ethical
requirements regarding independence and
the application of appropriate safeguards,
along with the arrangements in place to
identify, manage and disclose conflicts of
interest and that it has remained
independent of the Group in accordance
with Regulation (EU) No 537/2014 and the
AIC Code; and
– considered existing engagements with the
External Auditor having been entered into
prior to their appointment as External
Auditor, along with associated changes in
personnel to maintain independence.
Key activities during the year
At the Audit Committee meetings, the
Committee considered, inter alia:
the Committee’s Terms of Reference and
annual work plan;
semi-Annual Valuation Reports for our
investment portfolio, focusing on the
assumptions used, sensitivity scenarios, and
observations from the External Auditor and
third-party independent valuation specialists;
management’s proposals for interim
dividends, including benchmarking against
market peers;
our 2022 Annual Report, the 2023 Interim
Report and the appropriateness and
consistency of our accounting policies;
the impact of changes to IFRS reporting
standards;
the re-appointment of
PricewaterhouseCoopers as our External
Auditor, overseeing their independence, and
the provision of any non-audit services, whre
applicable;
the effectiveness of the audit process and
recommending the External Auditor’s plan
for the financial year to the Supervisory
Board, including key business risks relevant to
the audit;
reports from the External Auditor to
the Committee;
an in-depth review with management on
BBGI's tax strategy;
the introduction and enhancement of
comprehensive climate-related disclosures;
an analysis of our overall Risk Profile, Key
Risk Indicators, related tools, and the
effectiveness of our risk monitoring;
an annual review of the Charters and
Policies relevant to the Committee;
the effectiveness of our Internal Auditor,
inclduing the review of the Internal Auditor’s
Annual Regulatory Report for 2022 and the
scope of the 2020–2022 triennial internal
audit plan, as well as the upcoming 2023-
2025 triennial plan;
the potential ongoing impact of geo-
political conflicts on our portfolio and
broader macroeconomic consequences;
a thorough review of internal controls and
policies;
the results of an externally conducted
cyber-security risk assessment for BBGI,
including a review of existing controls and
recent adaptations to mitigate this risk;
ongoing consultations on, and updates to,
the UK BEIS Audit and corporate
governance reforms;
quarterly presentations from the Head of
Compliance and Risk to the Committee, with
all Supervisory Board members present, on
the activities and achievements of the
Compliance function, including;
– periodic updates on the oversight of
delegated activities and risk-based
monitoring of service providers, including
new and forthcoming legislation
concerning IT outsourcing risks;
– the increasing reporting requirements
being imposed by the Luxembourg
regulator (CSSF) and across the EU,
including self-assessment questionnaires,
financial crime surveys, sustainability
disclosures, targeted financial
sanctions screening, etc;
– training in regulatory and corporate
governance matters made available by the
Company to staff and board members;
and
– periodic updates on the internal control
framework including anti-fraud
safeguards such as the whistleblowing
hotline, policy updates and data
protection monitoring of group entities
and service providers.
the Director ESG/Sustainability, who chairs
BBGI’s ESG Committee, presented to the
members of the Committee and Supervisory
Board the status of the Company’s various
ESG workstreams and related topics,
including;
– alignment with the UN Sustainable
Development Goals and setting of net zero
targets;
– stakeholder engagement;
– collection of portfolio GHG inventories;
and
– ongoing compliance and disclosures in
accordance with regulatory and voluntary
reporting frameworks, including SFDR and
TCFD.
Audit Committee Report continued
Annual Report 2023 81
Corporate governanceStrategic report of the Management Board
Financial statements
In assessing the ongoing effectiveness of the
External Auditor, the Committee considered;
– the External Auditor’s fulfilment of the
agreed audit plan and variations;
– feedback from the Management Board
evaluating the performance of the audit
team; and
– the Financial Reporting Councils (‘FRC’s)
Annual Report on audit quality inspections.
With regards to the Audit Plan, I also spoke
directly with the External Audit Partner to
ensure that the Committee’s specific
expectations were met with regard to any topics
of relevance to the Company.
In reviewing the performance of the External
Auditors, the Committee noted with approval
the high level of professional scepticism
exhibited during the fiscal year. This was
evident from the thorough and probing nature
of the questions posed by the External Auditor,
particularly regarding the valuation process. The
Committee was further reassured by the quality
and depth of Management's responses,
especially concerning the applied discount rates
and macroeconomic assumptions. These
interactions underscored a robust and effective
audit process.
The Committee has reviewed the audit process
and confirms its satisfaction with the adherence
to the established terms of engagement. We
have observed that the audit carried out by the
External Auditor upholds the principles of
independence and objectivity, thus ensuring its
effectiveness. This conclusion is based on an
evaluation of the External Auditor’s
methodologies and the transparency of their
audit procedures.
Non-audit services
The Committee considered the level of
non-audit services provided by the External
Auditor. To the extent that non-audit services
are not prohibited, the Committee will continue
to review and, where appropriate, approve
non-audit service engagements performed by
the External Auditor on controlled subsidiaries,
in accordance with the Non-Audit Services
Policy.
As a general principle, the Committee will not
approve the use of the External Auditor for
non-audit services, unless there is a valid and
specific justification.
For the financial year ended 31 December 2023,
the External Auditor did not provide any
non-audit services. There were no other
non-audit related fees paid to the External
Auditor during the year ended 31 December
2023.
Internal controls and risk management
The Committee reviews the effectiveness of the
Group’s internal financial control systems.
The Company has a well-established framework
for assessing the effectiveness of the internal
controls. During the year, I worked with our
Head of Compliance and Risk, CFO and
Company Secretary to ensure that this
framework was fully documented and that it
remained appropriate to the present risks and
operational strategy.
As a Committee, we believe that this framework
remains effective, operating within the three
lines of defence:
– The first line of defence are the business
units that take or acquire risks under
predefined policy and limits and carry out
controls.
– The second line of defence is monitoring
the effectiveness and implementation of
those controls on an ongoing basis by the
Compliance and Risk Management
functions.
– The third line of defence is the internal
audit function providing an independent,
objective and critical review of the first two
lines of defence, and which itself has been
delegated to an external and independent
third party, providing further reassurance.
As further reinforcement of the framework’s
effectiveness, the Committee receives regular
presentations throughout the year from
relevant members of staff and third parties in
respect of the Risk Management, Compliance
and Internal Audit functions;
– Risk Management: The Head of Risk and
Compliance, in her role as Risk Manager,
presents the Annual and Semi-Annual Risk
Reports in person directly to the
First line
of defence
Supervisory Board
Management Board
Second line
of defence
Third line
of defence
Information technology
Finance and accounting
Information security
External
auditor
CSSF
Operational
Management
Internal
control
measures
Audit Committee Report continued
System of internal control
Internal audit
Risk control
Compliance
82 BBGI Global Infrastructure S.A.
Committee, with all members of the
Committee and Supervisory Board in
attendance at those presentations. During
these presentations, as well as outside of
them, Committee members had the
opportunity to challenge the Risk Manager
and members of the Management Board,
enabling an appropriate level of direct
oversight. Additionally, the Committee
regularly receives and reviews BBGI’s risk
profile and related key risk indicators,
including any changes thereto, prepared by
the Risk Manager and overseen by the
Designated Management Board Member
for Risk.
– Compliance: The Head of Risk and
Compliance also presents on matters of
compliance to the Committee on a
quarterly basis. To this end, the Committee
receives quarterly compliance reports,
which describe the work performed by the
Compliance function, and cover all key
areas of the compliance monitoring
programme, including, but not limited to,
AML/CTF, delegate oversight, conflicts of
interest, training, regulatory watch, data
protection, fraud, cyber-security,
whistleblowing, implementation and
update of policies, ESG and personal
transactions. As with our oversight of Risk,
the Management Board members and
other representatives were available and
responded to the Committee members’
queries and requests for further
clarification. The Head of Risk and
Compliance further presented the
Committee with the Annual Compliance
Report for the Financial Year ended 31
December 2022, which was required to be
submitted to the Luxembourg Regulator,
CSSF, during the year.
– Internal audit: As described in the
responsibilities section above, the
Committee undertook a review of the
Internal Auditor’s effectiveness, the 2022
Internal Auditor’s Annual Regulatory Report
and the final year of the Internal Auditor’s
2020–2022 triennial internal audit plan. As
part of this process, the Committee
received a presentation from the Internal
Auditor, which covered their specific
approach to engagement, a detailed
outline of their scope of work, the audit
objectives and their conclusions resulting
from the 2022 engagement. The Internal
Auditor also presented its next triennial
internal audit plan, for fiscal years 2023-
2025, to the Committee.
For all three internal control functions – Risk
Management, Compliance and Internal Audit
– the Committee and its members are
presented with necessary information to
monitor their respective effectiveness. For 2023,
the Committee concluded that each of the Risk
Management, Compliance, and Internal Audit
functions have performed effectively and
continue to have suitable processes and
controls in place.
Annual Deep Dive:Tax
In alignment with its Annual Work Plan, the
Committee allocates time to explore specific
topics preselected earlier in the year. In 2023,
Management presented an overview of BBGI's
tax strategy. The Committee engaged in
discussions about global tax regulations, their
impact on the Group, and the existing policies
and measures to address tax-related risks. The
Management Board is responsible for tax
management and regularly updates the
Committee and Supervisory Board on taxation
matters and their influence on the Group. The
Committee appreciates the presentation and
the conservative approach to tax risk, with no
aggressive tax structures employed.
Following the presentation, the Committee
acknowledged the Company’s commendable
standards in tax management. Looking ahead
to 2024, the Company plans to invite its global
tax adviser to a scheduled meeting. This will
provide additional reassurance regarding the
Company's stance on taxation and risk appetite.
Going concern and viability statements
Having regard to our assets and liabilities, the
Committee considered the Viability and
Management Board Responsibilities Statements,
and the processes and assumptions underlying
the statements, considering:
– BBGI’s investment policy and investment
pipeline;
– the long-term and contractual nature of
BBGI’s investments;
– investment reviews;
– BBGI’s risk profile and key risk indicators
(including principal risks and uncertainties)
and mitigating actions put in place;
– relevant financial and economic
information and long-term assumptions;
– scenario testing;
– annual and semi-annual valuations of the
investments; and
– whether the Management Board has
diligently carried out its responsibilities in:
– selecting suitable accounting policies and
applying them consistently;
– making judgements and estimates that
are reasonable and prudent;
– stating whether applicable accounting
standards have been followed, subject to
any material departures disclosed and
explained in the financial statements;
– preparing the financial statements on a
going concern basis, unless it would be
inappropriate to presume that the Group
will continue in business;
– maintaining proper accounting records
that disclose with reasonable accuracy
the Group’s financial position and enable
it to ensure that the financial statements
comply with all relevant regulations; and
– safeguarding the Group’s assets and
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
Having considered all of the above, and the
discussions held with the Management Board,
the Committee is satisfied the Viability
Statement and the Management Board
Responsibilities Statement are prepared on an
appropriate and reasonable basis.
Regulatory environment
The Committee was kept informed of regulatory
changes throughout 2023, including changes in
scope or interpretation by the regulator, and
potential future developments. This monitoring
and update process is facilitated by our
Regulatory Watch, maintained by our
Compliance function and is included in the
regular compliance reporting to Committee
members by the Head of Compliance and Risk
and the Designated Management Board
Member for Compliance.
Focus for 2024
For 2024, we will continue our oversight of the
External Auditor and their effectiveness. We will
continue to monitor the integrity of the
Company’s reported financial position and
disclosures, the effectiveness of the internal
audit function, and our response to material
regulatory changes.
As part of our Annual Work Plan to dedicate
sessions to deeper analysis of specific topics, in
2024 the Committee has invited BBGI’s Director,
Sustainability and ESG, who also chairs BBGI’s
ESG Committee, to present on the topic of
sustainability, including global regulatory
developments and disclosure expectations,
which she believes are relevant to BBGI.
More generally, the Committee will also
continue its work in monitoring the
effectiveness of our internal controls, financial
reporting and disclosures, as well as the impact
of political, tax and regulatory developments in
relevant geographies, including the ongoing
developments in the UK around audit and
corporate governance reforms.
Together with all Committee members, I am
available at the AGM to respond to any
shareholder questions regarding the
Committee’s activities.
Approval
This report was approved by the Board on
27 March 2024 and signed on its behalf by:
Jutta af Rosenborg
Audit Committee Chair
27 March 2024
Audit Committee Report continued
Annual Report 2023 83
Corporate governanceStrategic report of the Management Board
Financial statements
Remuneration Committee Report
Annual Statement
from Remuneration
Committee Chair
I am pleased to present the
Remuneration Committee
(the ‘Committee’) report
for the financial year ended
31 December 2023 on behalf
of the Supervisory Board.
Terms of Reference
The Committee functioned throughout 2023
according to its defined Terms of Reference,
which are prepared in accordance with the AIC
Code, and were last updated on 26 January
2023. They are regularly reviewed throughout
the year by the Committee and are available to
view on the Company’s website. Any proposed
amendments to the Terms of Reference are
referred to the Supervisory Board for approval.
The roles and responsibilities of the Committee,
as set out in its Terms of Reference, are
reviewed at least annually, and consider
relevant regulatory changes and recommended
best practice. There were no material
amendments to the Terms of Reference during
2023.
Composition of the Committee
The Committee consists of a minimum of three
members. The Supervisory Board appoints
Committee members and the Chair (who
cannot be the Supervisory Board Chair) and
membership is confined to independent
non-executive directors.
Each of our five Independent Non-Executive
Directors is also a Committee member. Our
biographies are in the Biographies section of
this Annual Report.
Key activities during the year
The Committee met four times during the year.
Responsibilities
The Committee is responsible for establishing the
general principles and terms of the Remuneration
Policy for our Directors and employees, for
setting the remuneration of the Management
Board and Supervisory Board, and for
determining the terms of the Remuneration
Policy.
This Remuneration Report has been prepared in
compliance with reporting obligations outlined in
the relevant Luxembourg legislation. To provide
greater transparency to shareholders and
employees alike, we have again voluntarily
disclosed additional remuneration detail beyond
our legal reporting obligations. We continue to
comply with the provisions of the AIC Code on
remuneration.
Performance in 2023
Despite ongoing macroeconomic challenges, the
operational performance of BBGI’s globally
diversified portfolio of social infrastructure assets
was strong throughout 2023. This performance is
a testament to the Company’s low-risk
investment strategy, prudent financial
management, and a value-driven asset
management approach.
Financial performance proved resilient,
notwithstanding the challenging macroeconomic
environment. The Company met its full-year
dividend target of 7.93pps, an increase of six per
cent compared to the prior year, with strong cash
dividend coverage of 1.40x. NAV was £1,056.6
million representing a decrease of 1.4 per cent on
a NAV-per-share basis. This decline can be
attributed to several factors, including shifts in
the market discount rate, adverse foreign
exchange movements affecting the portfolio’s
value, and a provision made to account for the
impact of draft Canadian tax legislation, which
seeks to limit excessive interest and financing
expense deductibility for tax purposes, affecting
both domestic and international investors and
which is commonly referred to as EIFEL.
The Management and Supervisory Boards of the
Company continue to assert the importance of
sound ESG practices for long-term value and
resilience, with sustainable investments in social
infrastructure at its core. Several of BBGI’s
employees have ESG-related targets and the
Management Board’s remuneration framework
includes both LTIP and STIP metrics related to
ESG.
This year, BBGI advanced its ESG goals, notably
collecting comprehensive Financed Emissions
data (Scope 1, 2, and significant Scope 3 GHG
emissions) across all assets, being a key step in
the Company’s journey to net zero.
Key decisions during the year
As part of its planned remuneration review
process, the Committee commissioned an
independent review of the Management Board
compensation framework in 2023.
The review indicated that the compensation
framework is in line with market practice and
benchmarks, and the Committee has therefore
concluded that no material changes to the
framework are required. The Committee’s work
in 2023 included the following key decisions:
– approval of the annual Remuneration
Committee cycle;
– assessing performance against the 2022
STIP targets and approving the outcome;
– formalising the assessment of the 2019 LTIP
outcome;
– setting metrics and targets for 2023 STIP
and LTIP awards
18
; and
18 The 2023 LTIP award was granted in February 2024. The vesting period under these awards is from December 2023 to December 2026.
Committee membership Meeting attendance
Andrew Sykes
4/4
June Aitken
4/4
Jutta af Rosenborg
4/4
Chris Waples
4/4
Sarah Whitney
4/4
84 BBGI Global Infrastructure S.A.
– reviewing and updating the Company’s
Remuneration Policy and the Remuneration
Committee terms of reference.
Detailed decisions of the Committee
Salary increases
There were no salary increases awarded to the
Management Board in 2023. The average
increase awarded to our employees was 7.7 per
cent. This approach reflects the Company’s
commitment to equitable compensation
practices and furthermore acknowledges the
broader economic challenges and increased
costs of living faced by our employees.
Annual bonus (FY22) outcome
For the financial year ended 31 December 2023,
the Co-CEOs and CFO were each eligible for a
maximum bonus of 150 per cent of base salary
as at 31 December 2023. The Committee
assessed the award of this annual bonus against
a range of stretching financial and strategic KPIs
(see further in this report) The Management
Board delivered strong performance and
progress against targets, with the annual bonus
outcomes at 70 per cent of the maximum
opportunity for the 2023 financial year.
One-third of the earned bonus is deferred and
will be used to purchase shares, to be held for
three years.
LTIP outcome (2020 award)
In December 2020, LTIP awards were granted to
the Co-CEOs and CFO. These equated to an
award value of 200 per cent of salary for the
Co-CEOs, and 150 per cent of salary for the
CFO, and were based on a stretching NAV total
return target. The 2020 awards will be released
following the publication of the Group’s 2023
audited accounts, vesting at 100 per cent of the
maximum for the Co-CEOs and CFO. This
outcome reflects the performance against
targets for the three-year period to 31
December 2023. In the period the Company
achieved a NAV total return of 23 per cent.
No discretion was exercised in determining the
annual bonus and incentive outcomes
described above.
Supervisory Board remuneration
The Supervisory Board fees were unchanged in
2023, with the last review conducted in 2022.
Further details are provided in this report.
Management Board changes
As announced on 24 November 2023, Frank
Schramm informed the Board of his intention to
retire after 12 years as Co-CEO and stepped
down from the Management Board on 31
January 2024. In accordance with his service
contract, Frank’s notice period runs to the end of
2024 during which time he will continue to be
available to ensure an orderly handover and
seamless transition.
Remuneration payments for Frank will be made
in line with his service contract and will be
disclosed in full in the 2024 Remuneration
Committee report. The Committee agreed to
treat Mr Schramm as a good leaver in accordance
with the provisions of the incentive plan rules in
respect of his outstanding incentive awards. Frank
was eligible for the 2023 and the 2024 annual
bonus award which will be paid in cash and
shares. He did not participate in the LTIP award
made to the Management Board in February
2024. Frank will be subject to post-employment
shareholding requirements in line with the
remuneration policy.
Following Frank’s departure, Duncan Ball will
continue in his role as sole CEO. From 1 February
2024, Michael Denny was appointed COO
alongside his existing CFO duties. Effective from
31 January 2024, Andreas Parzych was appointed
to the Management Board.
Mr Parzych’s base salary on appointment was set
at €250,000 per annum. The committee believes
that this salary level is representative of Mr
Parzych’s skills and experience and is
appropriately positioned in the market. In line
with other Management Board members, Mr
Parzych will receive a pension allowance of 15 per
cent of base salary and will participate in the
existing short-term and long-term incentive
plans, with a maximum award opportunity of 75
per cent of salary under both plans.
Andrew Sykes
Remuneration Committee Chair
27 March 2024
Remuneration Committee Report continued
Annual Report 2023 85
Corporate governanceStrategic report of the Management Board
Financial statements
Key remuneration principles
BBGI's remuneration framework is based on the
following key principles:
The objectives of the Company's Remuneration
Policy are to:
– Attract and retain highly qualified
executives and employees with a history of
proven success.
– Align the interests of BBGI’s Management
Board and employees with shareholders’
interests, executing our investment policy
and fulfilling our investment objectives.
– Support strategy and promote our
long-term sustainable success.
– Establish performance goals that, if met,
are accretive to long-term shareholder
value.
– Link compensation to performance goals
and provide meaningful rewards for
achieving these goals. This incorporates
both financial and non-financial
performance indicators, including key ESG
goals and health and safety factors.
In considering Management Board
remuneration during 2023, the Committee
acknowledged the principles of transparency,
clarity, simplicity, risk management,
proportionality, and alignment to culture.
Risk and conduct
BBGI’s Remuneration Policy encourages sound
and efficient management of risks and does not
encourage excessive risk-taking. The
Remuneration Policy is consistent with sound
and effective risk management through:
– implementing a sound governance
structure for establishing goals and for
communicating performance goals to
colleagues to ensure transparency;
– including financial and non-financial
objectives in performance and result
assessments; and
– ensuring an appropriate mix of fixed and
variable compensation to discourage
inappropriate risk-taking.
Ex-post risk adjustment mechanisms, in the
form of market standard malus and clawback
arrangements, are in place for the Management
Board, who are all identified as material risk
takers, in accordance with Luxembourg’s AIFM
law of 12 July 2013.
In evaluating the components of variable
remuneration, we consider long-term
performance, and current and future risks
associated with it, and the lifetime of the assets
under management.
During the year, the Committee reviewed the
remuneration policy and its implementation,
Management Board remuneration framework summary for 2023
Element
Base salary Base salaries
19
:
Co-CEOs: C$902,839 and €596,035
20
CFO: €381,754
Pension and
benefits
Co-CEOs and CFO: 15 per cent of salary (cash allowance).
The Co-CEOs receive a monthly car allowance.
Annual bonus
(STIP)
Co-CEOs and CFO: performance measures established entitling
beneficiaries to 50 per cent of salary at threshold performance, 75 per
cent of salary at target and 150 per cent at maximum.
One-third of bonus is used to purchase BBGI shares to be held for three
years.
STIP is based on a balance of strategic, financial, operational, compliance
and ESG metrics, with robust quantitative and qualitative performance
requirements set for threshold, target, and maximum performance.
Long-Term
Incentive Plan
(LTIP)
Co-CEOs: performance measures established entitling beneficiaries to 50
per cent of salary at threshold performance, 100 per cent of salary at
target and 200 per cent at maximum.
CFO: threshold: 50 per cent of salary at threshold, 75 per cent of salary at
target and: 150 per cent of salary at maximum.
Performance is measured over three years. For the 2023 LTIP awards, 80
per cent of the award is subject to stretching NAV Total Return targets; 10
per cent is subject to reducing corporate GHG emissions and 10 per cent
subject to progress in the implementation of net zero targets related to
BBGI’s Portfolio Companies.
Shareholding
requirements
The Management Board members are required to build and maintain a
minimum holding of BBGI shares with a value of 200 per cent of salary
21
.
Post-employment shareholding requirements: Management Board members
are required to hold 100 per cent of salary in shares for two years after
leaving BBGI.
Single figure table – Management Board Duncan Ball (Co-CEO) Frank Schramm (Co-CEO) Michael Denny (CFO)
In Sterling 2023 2022 2023 2022 2023 2022
Base salary 538,189 553,435 518,444 500,097 332,058 320,307
Benefits 15,165 15,594 14,547 14,032 – –
Annual bonus 563,376 843,542 542,708 762,245 347,598 488,210
Pension 80,728 84,354 77,767 76,225 49,809 48,821
LTIP
22
757,242 239,942 786,303 240,822 377,713 40,134
Total fixed 634,082 653,384 610,758 590,354 381,867 369,128
Total variable 1,320,618 1,083,484 1,329,010 1,003,067 725,311 528,343
Total remuneration 1,954,700 1,736,868 1,939,768 1,593,421 1,107,178 897,471
19 Base salaries were unchanged during the year ended 31 December 2023.
20 The Co-CEOs, Duncan Ball and Frank Schramm, are paid in Canadian Dollars and Euro, respectively. The CFO is paid in Euro.
21 This minimum holding is calculated based on the Director’s salary at 1 May 2023 and is fixed for three years.
22 The 2020 LTIP vests by reference to performance in the three-year period to 31 December 2023. The associated shares will be released to the Management Board members following the
publication of BBGI’s 2023 audited accounts.
Remuneration at a glance
86 BBGI Global Infrastructure S.A.
and concluded that the relevant remuneration
processes and procedures were implemented in
accordance with the policy. Furthermore, the
Committee concluded that the remuneration
policy remains consistent with and promotes
sound and effective risk management and does
not encourage levels of risk-taking which are
inconsistent with the risk profile of BBGI.
On the previous page we have set out total
remuneration for each Management Board
member for the year ended 31 December
2023
23
.
Additional disclosures for
the single figure table
Management Board members receive an annual
base salary, payable monthly in arrears. Both Mr
Denny and Mr Schramm receive salaries in Euro
(€381,754 and €596,035 respectively). Mr Ball
receives his salary in Canadian Dollars
(C$902,839). The table above presents figures in
Sterling, the Group’s reporting currency. The
changes in these figures, when compared,
solely result from exchange rate fluctuations, as
there were no adjustments made to the base
salaries of Management Board members during
the year.
The combined annual base salary received by
the members of the Management Board during
the year ended 31 December 2023 was
£1,388,691 (2022: £1,373,839).
Base salary
Base salary at
31 December
2023
Base salary at
31 December
2022
Duncan Ball £535k £551k
Frank Schramm £517k £528k
Michael Denny £331k £338k
Taxable benefits and pension-related
benefits
The Co-CEOs received a car allowance amounting
to a total amount of £29,712 (2022: £29,627) for
2023. The Co-CEOs and the CFO also received an
annual cash payment for pension, retirement, or
similar benefits, equating to 15 per cent of their
annualised base salary as at 31 December 2023.
BBGI has fewer than 30 employees across six
different countries and individual pension
arrangements across the team vary by location. In
Luxembourg, where most of the Group’s
employees are located, normal pension
contributions are made up of eight per cent of
salary from the employer, eight per cent of salary
from the state and eight per cent from the
employee.
STIP – annual bonus for year ended
31 December 2023
The table below summarises the STIP
performance metrics and achievements in
respect of the financial year ended 31
December 2023. The maximum STIP
opportunity for the Co-CEOs and the CFO is
150 per cent of base salary. The Remuneration
Committee is responsible for determining both
whether the relevant financial and non-financial
performance objectives have been satisfied and
the level of award under the STIP for the
relevant year. Against a challenging economic
backdrop, the Management Board delivered
strong performance and progress against the
targets set at the start of the year and as a
result achieved 70 per cent of the maximum
outturn. No payment under the STIP is made if
performance is below the threshold criteria.
For 2023, awards of 105 per cent of base salary
were achieved by the Co-CEOs and CFO.
One-third of the earned bonus will be settled in
BBGI shares, with the net number of shares after
settling the associated tax liability to be held for
Assessment and performance criteria and weighting
Performance measure
Assessment and performance achievement
Weighting
Outturn
(% of maximum)
Threshold performance
(33% vesting equating to
50% of base salary)
Target performance
(50% vesting equating to
75% of base salary)
Maximum performance
(100% vesting equating to
150% of base salary)
Key financial targets
- dividends
– A dividend of 7.93pps was declared for 2023, representing dividend growth of 6 per
cent.
20% 50%
Key financial targets
- NAV per share
– The Company’s NAV per share decreased by 1.4 per cent in the year. Therefore, the
threshold performance requirement was not met and as a result there will be no
payout under this metric.
Operational financial
targets - ongoing
charge, cash
management and
budgetary controls
– BBGI maintained the sector’s low comparative ongoing charge at 0.93 per cent,
attributed to its efficient and cost-effective internal management, in line with target
performance.
– Effective cash management and capital allocation were consistently maintained,
ensuring appropriate cash balances, limited use of the RCF and robust dividend
coverage.
– Expenses were well controlled, with an outturn below budget in line with maximum
performance.
20% 86%
The figures in the table on the previous page are derived from the following:
a. Base salary Salary earned over the year, shown in the reporting currency of the Group (Sterling). Both Mr Denny and Mr Schramm
receive all cash entitlements in Euro. Mr Ball receives all cash entitlements in Canadian Dollars. The Sterling amounts
are converted using the average exchange rate for the respective financial year. For the year ended 31 December 2023,
the relevant average exchange rates were £1 = C$1.6776 and £1 = €1.1497.
b. Benefits The taxable value (gross) of benefits received in the year. These are principally car allowance.
c. Annual bonus
(STIP)
The value of the bonus earned in respect of the financial year: one-third will be paid in shares and held for three years.
Below we describe achievements against the performance measures for the latest financial year.
d. Pension The pension figure represents the cash value of any pension contributions, including any cash payments in lieu of
pension contributions made in the year.
e. Long-term
incentives
The value of LTIP shares vesting, calculated by the estimated number of shares that vest in respect of the 2020 LTIP award
multiplied by the average share price over the last quarter of the year ended 31 December 2023 (£1.319).
Remuneration at a glance continued
23 The detail in the table goes significantly beyond that required to be disclosed under the relevant Luxembourg law.
Annual Report 2023 87
Corporate governanceStrategic report of the Management Board
Financial statements
Performance measure
Assessment and performance achievement
Weighting
Outturn
(% of maximum)
Threshold performance
(33% vesting equating to
50% of base salary)
Target performance
(50% vesting equating to
75% of base salary)
Maximum performance
(100% vesting equating to
150% of base salary)
Disciplined
growth
Throughout the year, the Management Board assessed various acquisition
opportunities. However, adhering to the Company’s disciplined capital allocation
strategy, it was decided not to proceed with these opportunities as they were not
deemed accretive to the overall portfolio key performance metrics. Instead, the primary
focus, was on repaying all drawings under the Group’s RCF, which was achieved through
using free cash flows generated from the underlying Portfolio Companies.
15% 0%
Portfolio
management
The Committee considered management performance against key metrics including
portfolio controls; organisational effectiveness; and project risk management. The
Committee considered that performance continued to be very strong in the following
key areas:
– high levels of asset availability at 99.9 per cent; and
– no material lock-ups or defaults.
20% 100%
Effective oversight,
regulatory watch,
and risk
management
The Committee considered the effectiveness of the control frameworks in place to
ensure continued regulatory compliance, the strategy for future regulatory
adaptability and the quality of the risk management and reporting. Achievements
include the following:
– high-quality reporting of regulatory risks;
– effective oversight of key delegates;
– full and continued compliance with AIFMD;
– strong regulatory performance relating to FATCA, IFRS, CSSF and UKLA;
– proactive planning for potential future regulatory challenges; and
– risk management was seen as strong overall with an outcome between target and
maximum achieved.
10% 75%
ESG The Committee considered the significant progress against the Company’s ESG
objectives during the reporting period, including the following achievements:
– enhanced portfolio-ESG data collection and reporting enabling the company to
have a detailed overview of the portfolio’s Financed Emissions, covering scope 1, 2,
and material scope 3 GHG emissions across all our assets;
– full compliance with the Sustainable Finance Disclosure Regulation;
– voluntary compliance with TCFD disclosure requirements; and
– improved UN PRI ratings across two modules Policy Governance and Strategy and
Direct Infrastructure, scoring 100/100 and 99/100 respectively.
15% 100%
Overall bonus out-turn (% of maximum) 70%
Remuneration at a glance continued
a period of three years. The remaining STIP
awards will be paid in cash after the release of
the annual results for financial year ended 31
December 2023. During the year ended 31
December 2023, the total amount accrued in
respect of the 2023 STIP amounted to £1,453,683
(2022: £2,093,997). Cash payments under the
STIP are made in Canadian Dollars and Euros.
LTIP – awards vesting (2020 award)
In December 2020, LTIP awards were granted to
the Co-CEOs and CFO. These equated to an
award value of 200 per cent of salary for the
Co-CEOs and 150 per cent of salary for the CFO.
Following the achievement of a NAV Total
Return of 23.5 per cent against stretching
targets, the awards vested at 100 per cent of
maximum. NAV Total Return reflects both
capital returns generated, and dividends
returned to shareholders.
These reflect performance against targets for
the three-year period to 31 December 2023.
LTIP – awards granted with effect during the
financial year
An LTIP award of 200 per cent of base salary
was granted to the Co-CEO (CEO designate) in
February 2024 with effect from December 2023.
The CFO’s maximum LTIP award is set at 150
per cent of base salary. As Frank Schramm was
retiring from the Company, he did not
participate in the 2023 LTIP award (award in
respect of the period December 2023 to
December 2026). All awards granted are within
the approved limits under the current LTIP Plan.
For awards issued in February 2024, 80 per cent
of the performance target will be subject to
stretching NAV Total Return targets. NAV Total
Return reflects both capital returns generated,
and dividends returned to shareholders.
20 per cent of the award will be linked to key
climate-related environmental metrics,
comprising (i) ten per cent linked to a reduction
in corporate GHG emissions (Scopes 1, 2 & 3)
(against a 2019 baseline) and (ii) ten per cent
linked to progress in the implementation of net
zero targets related to BBGI Portfolio
Companies (Financed Emissions) by value, in
accordance with published targets related to
BBGI’s commitments as a signatory of the Net
Zero Asset Managers Initiative.
For the CEO designate, 25 per cent and 50 per
cent of the maximum award vests for threshold
and target performance respectively. The award
vests in full for maximum performance.
For the CFO, 33 per cent and 50 per cent of the
maximum award vests for threshold and target
performance respectively. The award vests in
full for maximum performance.
A key feature of these awards is that they will
be settled entirely in BBGI shares and not cash.
All LTIP awards settled by shares fall under the
scope of IFRS 2 ‘Share-Based Payments’ and its
specific reporting requirements. Refer to Note
88 BBGI Global Infrastructure S.A.
2023 LTIP Award Performance metric Threshold performance Target performance Maximum performance
NAV growth per share + dividends paid
(expressed as a percentage of opening NAV)
(80% of weighting)
17% 19% 23%
ESG – percentage of corporate GHG
emissions (Scope 1, 2 & 3)
(10% weighting)
GHG emissions as a percentage of 2019 baseline (at 31 December 2026)
68% 65% 61%
ESG – the implementation of net zero
plans across BBGI assets (by value)
(10% weighting)
The percentage of asset by value meeting the criteria for ‘net zero’, ‘aligned’ or ‘aligning’
31% 35% 40%
Single Total Figure Table
– Supervisory Board Base fee
Senior Non-Executive
Director Committee Chair Total
In Sterling 2023 2022 2023 2022 2023 2022 2023 2022
June Aitken
(i)
55,000 32,788 – – – – 55,000 32,788
Howard Myles
(ii)
– 14,835 – 1,648 – 1,648 – 18,131
Jutta af Rosenborg 55,000 47,500 – – 5,000 5,000 60,000 52,500
Andrew Sykes
(iii)
55,000 32,788 5,000 3,365 5,000 3,365 65,000 39,518
Chris Waples 55,000 47,500 – – – – 55,000 47,500
Sarah Whitney 80,000 68,750 – – – – 80,000 68,750
Total 300,000 244,161 5,000 5,013 10,000 10,013 315,000 259,187
(i) June Aitken was appointed to the Supervisory Board with effect from 29 April 2022.
(ii) Howard Myles retired from the Supervisory Board with effect from 29 April 2022.
(iii) Andrew Sykes was appointed to the Supervisory Board with effect from 29 April 2022.
20 of the Consolidated Financial Statements for
further details on share-based payments.
In line with previous years, no expense was
accrued for the LTIP awards granted with effect
in December 2023.
During the year ended 31 December 2023, we
settled our 2019 award obligation by issuing
the respective share entitlement to each
Management Board member. In total, we issued
and allotted 175,242 shares by way of
settlement, which equated to the net
entitlement after taxes.
As at the date of this Report, there are no
amounts set aside, needing to be set aside or
accrued by the Company to provide pension,
retirement, or similar benefits to any
Management Board members.
Total basic and variable remuneration
for the financial year
The total basic remuneration paid to all
employees (including Management Board)
during 2023 was £3.6 million (2022: £3.4
million). The total amount accrued for cash-
settled variable remuneration at 31 December
2023 was £1.6 million. The total variable
remuneration paid in cash in 2023 relating to
the 2022 financial year was £1.9 million (2022:
£1.8 million).
Restricted share plan
We operate a restricted share plan for most
employees (excluding the Management Board
members) with ordinary BBGI shares awarded,
subject to a three-year vesting period. During
2023, we recorded an expense of £0.3 million
(2022: £0.2 million) for these restricted share
awards. The primary vesting condition is
continued employment at BBGI.
Payments made to former Directors and
payments for loss of office during the year
In 2023, we made no payments for loss of office
and no payments to any former Management
Board member.
Single total figure table – Supervisory Board
The Supervisory Board members are our
Independent Non-Executive Directors and they
are paid a fixed quarterly fee in GBP. The
Remuneration Committee considers the
Non-Executive Directors’ fees annually within the
approved maximum aggregate remuneration
cap, as approved by the Company’s shareholders.
No member of the Supervisory Board is entitled
to vote on his or her own individual
remuneration. Supervisory Board members are
not entitled to any other fees, pension payments,
incentive plans, performance-related payments,
or any other form of compensation except for
reasonable out-of-pocket expenses and ex gratia
fees, which were considered for an exceptional or
substantial increase in the members’ workload.
Single total figure of remuneration –
Supervisory Board
During the year ended 31 December 2023, the
Supervisory Board received fees totalling
£315,000 (2022: £259,190). The table at the
bottom of this page outlines the fees paid in
Sterling to each of the Supervisory Board
members.
Supervisory Board fees
Details of Supervisory Board fees are below.
Supervisory
Board fees
In Sterling 2023
Fees with
effect from 1
October 2022
Chair 80,000 80,000
Non-Executive
Director 55,000 55,000
Senior
Independent
Director
1
5,000 5,000
Committee Chair
1
5,000 5,000
1 These additional fees are paid to the Senior Independent
Director, Remuneration Committee Chair and the Audit
Committee Chair.
Supervisory Board fees were unchanged during
2023.
The fees paid to the Supervisory Board are
subject to a shareholder approved maximum
aggregate remuneration cap of £400,000.
Remuneration at a glance continued
Annual Report 2023 89
Corporate governanceStrategic report of the Management Board
Financial statements
Remuneration at a glance continued
Share interests and statement of Directors’ shareholdings
Total share interests as at 31 December 2023
The Directors’ interests and those of their connected persons in BBGI’s ordinary shares as at 31 December 2023 are below.
Shares owned by Directors:
Management Board
At
31 December
2023
At
31 December
2022
Duncan Ball 1,071,358 870,983
Michael Denny 650,485 504,004
Frank Schramm 1,001,290 829,184
Supervisory Board
At
31 December
2023
At
31 December
2022
June Aitken 56,000 31,000
Jutta af Rosenborg 8,000 –
Andrew Sykes 40,000 40,000
Chris Waples 17,321 17,321
Sarah Whitney 59,641 39,000
Awards under share plans:
Management Board Award
At
31 December
2022
(i)
Granted in
the year
(ii)
Vested in
the year
Lapsed or
forfeited in
the year
At
31 December
2023
Duncan Ball LTIP 2,194,628 791,704 (152,125) (200,729) 2,633,478
Frank Schramm LTIP 2,160,819 – (152,683) (201,466) 1,806,670
Michael Denny LTIP 918,774 367,527 (25,445) (25,445) 1,235,411
(i) Reflects maximum potential number of shares under all the awards granted, including the 2019 award settled in May 2023.
(ii) This LTIP award was announced in February 2024 with effect in December 2023.
Shareholding guidelines:
The Committee has adopted a shareholding guideline for the Management Board, which requires a shareholding equivalent to 200 per cent of salary.
The respective Management Board members’ achievement of this guideline at 31 December 2023 is summarised below:
Management Board
Shares
counting
towards the
guideline at
31 December
2023
Required
shareholding
to achieve
(i)
Percentage of
shareholding
requirement
achieved
Duncan Ball 1,071,358 699,903 153%
Frank Schramm 1,001,290 688,427 145%
Michael Denny 650,485 440,930 148%
(i) Two times the base salary with effect from 1 May 2023 divided by the Company share price on the same date. The minimum holding requirement is fixed for a period of three years and will be
reset in 2026.
Post-employment shareholding requirements: Management Board members are required to hold shares to the value of 100 per cent of salary for a period
of two years after leaving the Company.
Other information
Advisers
Deloitte LLP is engaged to provide independent advice to the Committee as required. Deloitte is a member of the Remuneration Consultants Group and
voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK. Deloitte LLP’s fees for providing
remuneration advice to the Committee were £43k for 2023. The Committee regularly assesses if Deloitte’s appointment remains appropriate or should
be put out to tender, while considering the Remuneration Consultants’ Group Code of Conduct.
90 BBGI Global Infrastructure S.A.
Consideration by the Directors of matters
relating to Directors’ remuneration
Committee responsibilities and composition
BBGI’s Remuneration Committee comprises five
members: Andrew Sykes, Sarah Whitney, Jutta
af Rosenborg, June Aitken and Chris Waples.
Andrew Sykes was appointed as Remuneration
Committee Chair in April 2022.
The Terms of Reference for the
Remuneration Committee are available
here www.bb-gi.com/investors/policies/
remuneration-committee-terms-of-
reference/
The Committee is responsible for establishing
the general principles of the policy for Directors’
and staff remuneration and for setting the
remuneration for the Management Board and
for the Supervisory Board. In doing so, the
Committee is responsible for ensuring that the
remuneration of the Management supports the
delivery of BBGI’s strategic and operational
goals without encouraging undesirable
risk-taking behaviour. This is achieved through
the Committee overseeing and approving all
aspects of Management Board remuneration,
including development of the remuneration
policy, and monitoring pay arrangements for
the wider workforce.
There were four scheduled Committee
meetings plus further ad-hoc meetings during
the year. During the year, all members of the
Committee were and remain independent, and
represent a broad range of backgrounds and
experience to provide balance and diversity.
The following parties may attend Committee
meetings by invitation in relation to its
consideration of matters relating to Directors’
remuneration: Co-CEOs, CFO, Company
Secretary and Deloitte LLP. No Management
Board member is involved in deciding their own
remuneration outcome and no attendee is
present when their own remuneration is being
discussed.
Remuneration and AIFM law
IIn 2013, the European Securities and Markets
Authority (‘ESMA’) published its final guidelines
on sound remuneration policies under the
AIFMD. These guidelines indicate that
remuneration disclosures may be made on a
‘proportional’ basis and acknowledge that the
application of proportionality may lead
exceptionally to the ‘disapplication’ of some
requirements, provided this is reconcilable with
the risk profile, risk appetite and strategy of the
AIFM and the AIFs it manages.
According to the guidelines, the different risk
profiles, and characteristics among AIFMs justify
a proportionate implementation of the
remuneration principles and, where a company
chooses to disapply requirements, it must be
able to explain the rationale to a competent
authority. No such requirements were
disapplied by the Company during or for 2023.
Employee remuneration
BBGI provides development opportunities for
employees to build their careers and enhance
their skills. We encourage and embrace
employee diversity, equality and inclusion. We
support and invest in individuals to achieve
their potential across the business.
Our remuneration components combine to
ensure an appropriate and balanced
remuneration package that reflects our business
units, the job grade and professional activity, as
well as market practice.
Statement of implementation of Directors’
Remuneration Policy for the financial year
commencing 1 January 2024
Base salary
Management Board salaries were unchanged
during the year ended 31 December 2023 and
are as follows:
Duncan Ball Co-CEO £535k
Frank Schramm Co-CEO £517k
Michael Denny CFO £331k
Andreas
Parzych
Executive
Director
£217k (effective 1
February 2024)
As noted earlier in this report, the Committee
commissioned an independent review of the
Management Board’s compensation packages
in 2023. The review indicated that the
compensation framework is in line with market
practice and benchmarks, and the Committee
has therefore concluded that no material
changes to the framework are required.
However, acknowledging the importance of
maintaining competitiveness and alignment
with evolving market standards, the Committee
will keep the remuneration packages under
review throughout 2024. This approach ensures
that our compensation policies remain relevant
and effectively support our strategic objectives
in a changing market environment. As
previously noted, both Mr Denny and Mr
Schramm receive salaries in Euro (€381,754 and
€596,035, respectively). Mr Ball receives his
salary in Canadian Dollars (C$902,839). Mr
Parzych will receive his salary in Euro (€250,000).
Full details of any salary changes made in 2024
will be disclosed in the 2024 Remuneration
Committee report.
Annual bonus (STIP)
The maximum bonus opportunity for 2024 will
be 150 per cent of salary for the CEO
24
, former
Co-CEO (now in an advisory role), the CFOO
and 75 per cent of salary for the Executive
Director. The target opportunity will be 50 per
cent of maximum. One-third of any bonus
earned will be used to buy BBGI shares, to be
held for a period of three years.
Payment of the annual bonus is subject to
stretching financial and strategic targets, which
are commercially sensitive and therefore remain
confidential. However, the Committee will
disclose an overview of the bonus performance
measures and out-turns in the 2024 Directors’
Remuneration Report.
LTIP
The Committee intends to recommend the
grant of ongoing annual maximum LTIP awards
of 200 per cent of salary to the CEO, 150 per
cent of salary to the CFOO and 75 per cent of
salary to the Executive Director, subject to
stretching NAV Total Return and climate-related
ESG targets.
Approval
This Report was approved by the Board on 27
March 2024 and signed on its behalf by:
Andrew Sykes
Chair of the Remuneration Committee
Remuneration at a glance continued
24 Mr Schramm will step down from the Management Board of the Company on 31 January 2024. In accordance with his service contract, Mr Schramm’s notice period runs to the end of 2024 during
which time he will continue to be available to ensure an orderly handover and seamless transition. In line with his service contract, Mr Schramm will participate in the 2024 STIP. Mr Schramm will not
participate in the 2023 LTIP award (award running from December 2023 to December 2026).
Annual Report 2023 91
Corporate governanceStrategic report of the Management Board
Financial statements
Viability Statement
As part of the ongoing risk monitoring process, and in compliance with AIC Code Principle N and Provision 36, the Management Board has conducted
a thorough evaluation of BBGI’s viability and prospects for the next five years.
While the average remaining life of the portfolio of assets is 19.3 years, we believe that five years is an appropriate and acceptable length of time to
consider the risks to BBGI’s continuing existence. This judgement involves a comprehensive review of information at Board meetings, including:
– BBGI’s investment policy and the investment pipeline;
– the long-term and contractual nature of BBGI’s investments;
– investment reviews;
– BBGI’s risk profile and key risk indicators (including the principal risks and uncertainties);
– relevant financial and economic information and long-term economic assumptions;
– scenario testing; and
– annual and semi-annual valuations.
This viability assessment is an integral part of BBGI’s broader annual risk review process, with further information on principal risks and uncertainties,
including detailed descriptions of the areas and factors of the risks, and the processes by which the Management Board monitors, reviews, and assesses
them, outlined in the Risk section of this Annual Report.
We maintain a robust risk and internal controls framework to mitigate the likelihood and impact of poor decision making, risk-taking above agreed
levels and human error.
Our Management Board regularly reviews and assesses principal risks faced by our business, including those that could threaten our business model,
strategy, solvency, liquidity and future performance. All identified risks are assessed based on their:
– probability or likelihood of occurrence;
– impact; and
– mitigation measures.
These risks are then scored and ranked in accordance with remaining residual risk and monitored on an ongoing basis by the Management Board.
In addition to the risk management and the mitigation measures in place, a valuation of each individual asset is carried out every six months at our
financial half-year and year-ends (30 June and 31 December). Such valuations are based on long-term discounted future cash flows; themselves
predominantly based on long-term contracts and other assumptions. Together, these form a key part of our overall viability assessment. Once
complete, an independent third-party valuer reviews each portfolio valuation, which is also subject to audit and review by our External Auditor, and
internal oversight by our Audit Committee.
A key part of the viability assessment is analysing how our NAV could be impacted in stressed macroeconomic scenarios. This provides further insight
into how BBGI could perform if affected by variables and events outside the control of our Management Board and our risk management framework. A
more detailed description of the valuations, assumptions and stress-testing applied is in the Valuation section of this Annual Report.
Having conducted its assessment, the Management Board has a reasonable expectation that BBGI will be able to continue in operation and meet all its
liabilities as they fall due, up to March 2029. This assessment is subject to the following conditions: the availability of sufficient capital and market
liquidity allowing for the refinancing/repayment of any short-term recourse RCF obligations that may be due; and that BBGI’s investments are not
materially affected by changes to government policy, laws, regulations, or other risks that we do not consider material or probable.
BBGI is also subject to a biennial shareholder continuation vote, with the next scheduled to take place at the AGM in April 2025.
92 BBGI Global Infrastructure S.A.
Management Board Responsibilities Statement
The Management Board is responsible for ensuring proper preparation of BBGI’s Annual and Interim Reports and financial statements for each financial
reporting period, in accordance with applicable laws and regulations, which require it to:
– give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as of and at the end of the financial period, in
accordance with International Financial Reporting Standards as adopted by the European Union and the Listing Rules;
– give a true and fair view of the development and performance of the business and the position of the Group; and
– give a true and fair description of the principal risks and uncertainties the Group may encounter and put in place an appropriate control
framework designed to meet the Group’s particular needs and the risks to which it is exposed.
In addition, the Management Board is responsible for ensuring that BBGI complies with applicable company law and other UK or Luxembourg
applicable laws and regulations.
In preparing these financial statements, the Management Board is responsible for:
– selecting suitable accounting policies and applying them consistently;
– making judgements and estimates that are reasonable and prudently;
– stating whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial
statements;
– preparing the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business;
– maintaining proper accounting records, which disclose with reasonable accuracy the Group’s financial position and enable it to ensure that the
financial statements comply with all relevant regulations; and
– safeguarding the Group’s assets and taking reasonable steps for the prevention and detection of fraud and other irregularities.
Management Board Responsibilities Statement
We confirm that to the best of our knowledge:
– the financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and Group included in the consolidation.
– the Chair’s Statement and the Report of the Management Board (‘Strategic Report’) include a fair review of the development and performance of
the business, and the position of the Company and Group included in the consolidation, together with a description of the principal risks and
uncertainties that it faces.
Luxembourg, 27 March 2024
Duncan Ball Michael Denny Andreas Parzych
CEO CFOO Executive Director
Annual Report 2023 93
Corporate governanceStrategic report of the Management Board
Financial statements
Audit Report
To the Shareholders of BBGI Global Infrastructure S.A.
Our opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of BBGI Global
Infrastructure S.A. (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2023, and of its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 31 December 2023;
• the consolidated income statement for the year then ended;
• the consolidated statement of other comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on
Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the
audit of the consolidated financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the consolidated financial statements. We have fulfilled our other ethical
responsibilities under those ethical requirements
94 BBGI Global Infrastructure S.A.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements
of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Investments at fair value through profit or loss
Refer to the consolidated financial statements
(Note 3, summary of significant accounting
policies; Note 9, Investments at FVPL).
Investments at fair value through profit or loss,
GBP 1 billion, is the most significant balance on
the consolidated statement of financial position.
It consists of availability-style social infrastructure
investments through public private partnership
and/or public finance initiatives or similar
procurement models (“investments”) generating
long-term predictable cash flows.
The valuation of the investments is determined
using the discounted cash flow methodology.
It relies on significant unobservable inputs and
requires significant judgments from the
Management Board. A small change in these
assumptions could result in a significant impact
on the fair value of the investments. As a
consequence, there is an inherent risk that the fair
value of these investments may not be
appropriate.
Taking this into account, coupled with the
magnitude of the amounts involved, we consider
this area as a key audit matter.
In assessing the valuation of investments at fair value through profit or loss, we performed the
procedures outlined below:
We assessed that the investments valuation policy was in compliance with the applicable
accounting framework.
We understood and evaluated the design and implementation of key controls, including relevant
information technology systems and controls, in place around the valuation of investments at fair
value through profit or loss.
We tested key controls performed in the valuation process of investments in relation to the
financial data included in the valuation models, the “look back” comparison of the forecast vs
actual cash flows for the previous financial year, as well as other investment model review controls.
The key controls on which we placed reliance for the purposes of our audit were appropriately
designed and implemented and were operating effectively.
In addition, we obtained substantive audit evidence over the valuation of investments at fair value
through profit or loss as follows:
- We inquired into the qualification of the Management Board and its internal valuation team
and concluded that they have sufficient experience and expertise.
- We obtained the overall fair value reconciliation of opening to closing fair value and
corroborated significant fair value movements during the year, thereby assessing the
reasonableness and completeness of the movement in fair value for the year.
- With the support of our own valuation experts, we assessed that the Group’s valuation
methodology was in compliance with the International Private Equity and Venture Capital
Valuation Guidelines and market practice based on our knowledge of the investments held
by the Group and experience of the industry in which the Group operates.
- For a sample of assets selected via risk and value-based targeted sampling, we assessed that
the key macroeconomic assumptions such as inflation, deposit rates, corporate tax rates,
discount rate setting were appropriate and/or within acceptable ranges based on market
research. We also checked that the selected asset specific discount rates were within
acceptable ranges.
- We obtained and read the valuation report prepared by Management’s external valuation
expert which confirmed that the portfolio value prepared by the Management Board was
appropriate.
- Finally, for the entire portfolio, we obtained external confirmation over the existence and
percentage of ownership of the investments held by the Group.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2023 95
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the annual report but does
not include the consolidated financial statements and our audit report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management Board and those charged with governance for the consolidated financial statements
The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS
Accounting Standards as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group’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 Management Board of
Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with
ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management Board;
• conclude on the appropriateness of the Management Board’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease to continue
as a going concern;
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We
remain solely responsible for our audit opinion
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
96 BBGI Global Infrastructure S.A.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on other legal and regulatory requirements
The annual report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 28 April 2023 and the duration of our
uninterrupted engagement, including previous renewals and reappointments, is one year.
PricewaterhouseCoopers, Société coopérative
Represented by
Emanuela Sardi
Luxembourg, 27 March 2024
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2023 97
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Consolidated Income Statement
For the year ended 31 December 2023
In thousands of Sterling Notes 2023 2022
Income from investments at fair value through profit or loss 9 38,865 159,545
Other operating income 10 10,659 83
Operating income 49,524 159,628
Administrative expenses 6 (12,130 ) (11,756 )
Other operating expenses 7 (154 ) (12,781 )
Operating expenses (12,284 ) (24,537 )
Results from operating activities 37,240 135,091
Net finance result 8 (2,524 ) (2,005 )
Net gain/(loss) on balance sheet hedging 19 8,874 (10,572 )
Profit before tax 43,590 122,514
Tax expense – net 12 (3,303 ) (3,472 )
Profit for the year 40,287 119,042
Earnings per share
Basic earnings per share (pence) 15 5.64 16.70
Diluted earnings per share (pence) 15 5.62 16.68
The accompanying notes form an integral part of the consolidated financial statements.
98 BBGI Global Infrastructure S.A.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2023
In thousands of Sterling Notes 2023 2022
Profit for the year 40,287 119,042
Items that may be reclassified to profit or loss, net of tax
Exchange difference on translation of foreign operations (351 ) (450 )
Items that will not be reclassified to profit or loss, net of tax
Net loss on a previously consolidated subsidiary (453 ) –
Other comprehensive income for the year, net of tax (804 ) (450 )
Total comprehensive income for the year 39,483 118,592
The accompanying notes form an integral part of the consolidated financial statements.
Annual Report 2023 99
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Consolidated Statement of Financial Position
As at 31 December 2023
In thousands of Sterling Notes 2023 2022
Assets
Property and equipment 93 123
Investments at fair value through profit or loss 9,19 1,047,244 1,102,844
Deferred tax assets 12 983 153
Derivative financial assets 19 2,663 –
Other non-current assets 16 994 275
Non-current assets 1,051,977 1,103,395
Trade and other receivables 21 865 909
Other current assets 13 1,329 994
Derivative financial assets 19 – 2,885
Cash and cash equivalents 11 9,672 31,157
Current assets 11,866 35,945
Total assets 1,063,843 1,139,340
Equity
Share capital 14 852,386 850,007
Additional paid-in capital 22 3,113 2,502
Translation and other capital reserves 14 (1,635 ) 14,371
Retained earnings 202,764 202,298
Equity attributable to the owners of the Company 1,056,628 1,069,178
Liabilities
Loans and borrowings 16 – 56,390
Derivative financial liabilities 19 – 5,687
Non-current liabilities – 62,077
Loans and borrowings 16 233 230
Trade and other payables 17 2,697 3,242
Derivative financial liabilities 19 2,823 3,006
Tax liabilities 12 1,462 1,607
Current liabilities 7,215 8,085
Total liabilities 7,215 70,162
Total equity and liabilities 1,063,843 1,139,340
Net asset value attributable to the owners of the Company 14 1,056,628 1,069,178
Net asset value per ordinary share (pence) 14 147.81 149.89
The accompanying notes form an integral part of the consolidated financial statements.
100 BBGI Global Infrastructure S.A.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
In thousands of Sterling Notes
Share
capital
Additional
paid-in
capital
Translation
and other
capital
reserve
Retained
earnings
Total
equity
Balance as at 1 January 2023 850,007 2,502 14,371 202,298 1,069,178
Total comprehensive income for the year ended
31 December 2023
Profit for the year – – – 40,287 40,287
Other movements in other comprehensive income – – 3 (456 ) (453 )
Exchange difference on translation of foreign operation – – (16,009 ) 15,658 (351 )
Total comprehensive income for year – – (16,006 ) 55,489 39,483
Transactions with the owners of the Company,
recognised directly in equity
Scrip dividends 14 1,536 – – (1,536 ) –
Cash dividends 14 – – – (53,487 ) (53,487 )
Equity settlement of share-based compensation 14,22 888 (1,427 ) – – (539 )
Share-based payment 22 – 2,038 – – 2,038
Share issuance costs 14 (45 ) – – – (45 )
Balance as at 31 December 2023 852,386 3,113 (1,635 ) 202,764 1,056,628
In thousands of Sterling Notes
Share
capital
Additional
paid-in
capital
Translation
and other
capital
reserve
Retained
earnings
Total
equity
Balance as at 1 January 2022 847,858 1,833 (8,809 ) 159,661 1,000,543
Total comprehensive income for the year ended
31 December 2022
Profit for the year – – – 119,042 119,042
Exchange difference on translation of foreign operation – – 23,180 (23,630 ) (450 )
Total comprehensive income for year – – 23,180 95,412 118,592
Transactions with the owners of the Company,
recognised directly in equity
Scrip dividends 14 1,092 – – (1,092 ) –
Cash dividends 14 – – – (51,683 ) (51,683 )
Equity settlement of share-based compensation 14,22 1,084 (1,068 ) – – 16
Share-based payment 22 – 1,737 – – 1,737
Share issuance costs 14 (27 ) – – – (27 )
Balance as at 31 December 2022 850,007 2,502 14,371 202,298 1,069,178
The accompanying notes form an integral part of the consolidated financial statements.
Annual Report 2023 101
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
In thousands of Sterling Notes 2023 2022
Operating activities
Profit for the year 40,287 119,042
Adjustments for:
Depreciation expense 6 44 34
Net finance results 8 2,524 2,005
Income from investments at fair value through profit or loss 9 (38,865 ) (159,545 )
Loss/(gain) on derivative financial instruments – net 19 (18,107 ) 21,899
Foreign currency exchange loss/(gain) – net 7,10 (1,319 ) 840
Share-based compensation 22 2,038 1,737
Tax expense – net 12 3,303 3,472
Working capital adjustments:
Trade and other receivables (114 ) (506 )
Other assets (435 ) (508 )
Trade and other payables (780 ) 92
Cash used in operating activities (11,424 ) (11,438 )
Interest paid and other borrowing costs (2,735 ) (1,870 )
Interest received 8 537 172
Realised loss on derivative financial instruments – net 19 (913 ) (3,779 )
Taxes paid (4,817 ) (3,391 )
Net cash flows used in operating activities (19,352 ) (20,306 )
Investing activities
Acquisition of/additional investments at fair value through profit or loss 9 – (64,407 )
Distributions received from investments at fair value through profit or loss
9 94,465 96,333
Realised gain/(loss) on derivative financial instruments – net 19 13,371 (12,550 )
Acquisition of property and equipment (14 ) (89 )
Net cash flows from investing activities 107,822 19,287
Financing activities
Dividends paid 14 (53,487 ) (51,683 )
Repayment of loans and borrowings 16 (71,404 ) (17,000 )
Proceeds from the issuance of loans and borrowings 16 15,000 72,512
Debt and equity instrument issue cost 14 (45 ) (26 )
Net cash flows from/(used in) financing activities (109,936 ) 3,803
Net increase/(decrease) in cash and cash equivalents (21,466 ) 2,784
Impact of foreign exchange on cash and cash equivalents (19 ) 1,511
Cash and cash equivalents as at 1 January 31,157 26,862
Cash and cash equivalents as at 31 December 11 9,672 31,157
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2023
102 BBGI Global Infrastructure S.A.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023
1. Corporate information
incorporated in Luxembourg in the form of a public limited liability company (société anonyme) with variable share capital (société d’investissement à
capital variable, or ‘SICAV’) and regulated by the Commission de Surveillance du Secteur Financier (‘CSSF’) under Part II of the amended Luxembourg
law of 17 December 2010 on undertakings for collective investments with an indefinite life. The Company qualifies as an alternative investment fund
within the meaning of Article 1 (39) of the amended law of 12 July 2013 on alternative investment fund managers (‘2013 Law’) implementing Directive
2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 and is authorised as an internal alternative investment fund
manager (‘AIFM’) in accordance with Chapter 2 of the 2013 Law. The Company was admitted to the official list of the UK Listing Authority (premium
listing, closed-ended investment company) and to trading on the main market of the London Stock Exchange on 21 December 2011.
As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the MiFID II). As a
result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, on the harmonisation of transparency requirements
in relation to information about issuers whose securities are admitted to trading on a regulated market, and amending Directive 2001/34/EC (the
Transparency Directive) as implemented in the Luxembourg law by the act dated 11 January 2008 on transparency requirements for issuers (the
Transparency Act 2008), among other texts, do not apply to the Company.
The Company’s registered office is 6E, route de Trèves, L-2633 Senningerberg, Luxembourg and is registered with the Registre de Commerce et des
Sociétés Luxembourg under the number B163879.
Group has no investment where the asset is under construction (31 December 2022: one).
Reporting period
The Company’s reporting period runs from 1 January to 31 December each year. The Company’s consolidated income statement, consolidated
statement of other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and consolidated
statement of cash flows include comparative figures as at 31 December 2022.
The amounts presented as ‘non-current’ in the consolidated statement of financial position are those expected to be recovered or settled after more
than one year. The amounts presented as ‘current’ are those expected to be recovered or settled within one year.
2. Basis of preparation
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards accounting
standards (‘IFRS’) as adopted by the European Union (‘EU’).
The Group follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of Investment
Companies (‘AIC SORP’). If a provision of the AIC SORP is in direct conflict with IFRS as adopted by the EU, the standards of the latter shall prevail.
The consolidated financial statements have been prepared using the going concern principle, under the historical cost basis, except for investments at
fair value through profit or loss (‘Investments at FVPL’) and derivative financial instruments that have been measured at fair value.
Changes in accounting policy
New and amended standards applicable to the Group are as follows:
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose
their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the
concept of materiality in making decisions about accounting policy disclosures.
Definition of Accounting Estimate - Amendments to IAS 8
The amendments introduce a definition of ‘accounting estimates’ and clarify the distinction between changes in accounting estimates and changes in
accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting
estimates.
These amendments have no significant impact on the consolidated financial statements of the Group.
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2. Basis of preparation (continued)
Functional and presentation currency
These consolidated financial statements are presented in Sterling, the Company’s functional currency. All amounts presented in tables throughout the
report have been rounded to the nearest thousand, unless otherwise stated.
The Company as an Investment Entity
The Management Board has assessed that the Company is an Investment Entity in accordance with the provisions of IFRS 10. The Company meets the
following criteria to qualify as an Investment Entity:
a) Obtains funds from one or more investors for the purpose of providing those investors with investment management services – The Group is
internally managed with management focused solely on managing those funds received from its shareholders in order to maximise investment
income/returns.
b)
Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both
– The
investment objectives of the Company are to:
– Provide investors with secure and highly predictable long-term cash flows whilst actively managing the Investment portfolio with the intention
of maximising return over the long-term.
– Target an annual dividend payment with the aim to increase this distribution progressively over the longer-term.
– Target an IRR which is to be achieved over the longer-term via active management and to enhance the value of existing investments.
The above-mentioned objectives support the fact that the main business purpose of the Company is to seek to maximise investment income for
the benefit of its shareholders.
c) Measures and evaluates performance of substantially all of its investments on a fair value basis – The investment policy of the Company is to invest in
equity, subordinated debt or similar interests issued in respect of infrastructure assets that have been developed predominantly under the
Investment portfolio procurement models. Each of these assets is valued at fair value. The valuation is carried out on a six-monthly basis as at 30
June and 31 December each year.
Based on the Management Board’s assessment, the Company also meets the typical characteristics of an Investment Entity as follows:
a) it has more than one investment – as at 31 December 2023, the Company has 56 investments;
b) it has more than one investor – the Company is listed on the London Stock Exchange with its shares held by a broad pool of investors;
c) it has investors that are not related parties of the entity – other than those shares held by the Supervisory Board and Management Board
Directors, and certain other employees, all remaining shares in issue (more than 99 per cent) are held by non-related parties of the Company; and
d) it has ownership interests in the form of equity or similar interests – ownership in the Company is through equity interest.
3. Summary of material accounting policies
a) Basis of consolidation
Subsidiaries
Subsidiaries are investees controlled by the Company (directly or indirectly). The Company controls an investee if it is exposed to, or has rights to,
variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The Company is an Investment Entity and measures investments in certain subsidiaries at fair value through profit or loss. In determining whether the
Company meets the definition of an Investment Entity, the management considered the Group structure as a whole (see also Note 2).
The Company, which qualifies as an Investment Entity and is required to value certain subsidiaries at fair value, also holds, directly or indirectly,
subsidiaries which provide services that support the Company’s investment activities. These subsidiaries are consolidated on a line-by-line basis (see
Note 20).
The shares in some of these consolidated subsidiaries have been pledged as a security under the Company’s multi-currency Revolving Credit Facility
(‘RCF’) (see note 16 for the RCF terms). As such, the financial covenants of the RCF includes the financial position and net results of the consolidated
subsidiaries. Furthermore, the assets and liabilities of the consolidated subsidiaries used in the preparation of these consolidated financial statements,
closely approximates its fair value due either to: (i) the short-term nature of their assets and liabilities or; (ii) their underlying investments of these
consolidated subsidiaries are already measured at fair value through profit and loss.
Transactions eliminated on consolidation (consolidated subsidiaries)
Intra-group receivables, liabilities, revenue and expenses are eliminated in their entirety when preparing the consolidated financial statements. Gains
that arise from intra-group transactions and that are unrealised from the standpoint of the Group, at the date of the consolidated statement of
financial position, are eliminated in their entirety. Unrealised losses on intra-group transactions are also eliminated in the same way as unrealised gains,
to the extent that the loss does not correspond to an impairment loss.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
104 BBGI Global Infrastructure S.A.
3. Summary of material accounting policies (continued)
b) Foreign currency transactions
Transactions in foreign currencies are translated into Sterling at the exchange rate at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated into Sterling at the exchange rate on that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Sterling at the exchange rate
on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the consolidated income statement
as a gain or loss on currency translation.
c) Foreign currency translations
The assets and liabilities of foreign operations are translated to Sterling at the exchange rates on the reporting date. The income and expenses of
foreign operations are translated to Sterling at the average exchange rates during the year, if such does not significantly deviate from the exchange
rates at the date on which the transaction is entered into. If significant deviations arise, then the exchange rate at the date of the transaction is used.
Foreign currency differences are recognised in the consolidated statement of other comprehensive income, and presented in ‘translation and other
capital reserve’ in equity, except for exchange differences from intra-Group monetary items which are reflected in the consolidated income statement.
Foreign currency movements during the reporting period relating to investments are included as part of the ‘Income from investments at fair value
through profit or loss’ (income from Investments at FVPL).
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve
related to that foreign operation is reclassified to consolidated income statement as part of the gain or loss on disposal.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future,
foreign currency gains and losses arising from such an item are considered to form part of a net investment in the foreign operation and are
recognised in other comprehensive income, and presented in the translation and other capital reserve in equity.
d) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified at initial recognition at either: (i) amortised cost; (ii) fair value through other comprehensive income – debt instruments;
(iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business
model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. The Group’s financial assets
classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual
cash flows which represents solely payments of principal and interests.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a
legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
At the date of the consolidated statement of financial position, except for Investments at FVPL and derivative financial assets, all non-derivative
financial assets of the Group have been classified as financial assets at amortised cost.
Investments at FVPL
The Company is an Investment Entity and therefore values its investment in subsidiaries at fair value through profit or loss, except where the subsidiary
provides investment related services or activities. The fair value of an investment in subsidiary includes the fair value of the equity, loans and interest
receivable and any other amounts which are included in the discounted estimated cash flow (which is used to compute the fair value) from such
subsidiary. The Company subsequently measures its investment in certain subsidiaries at fair value in accordance with IFRS 13, with changes in fair value
recognised in consolidated income statement in the period of change. The fair value estimation of investments in subsidiaries is described in Note 19.
Financial assets at amortised cost (debt instruments)
The Group classifies its financial assets at amortised cost only if both of the following criteria are met:
– the asset is held within a business model whose objective is to collect the contractual cash flows, and
– the contractual terms give rise to cash flows that are solely payments of principal and interest.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
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3. Summary of material accounting policies (continued)
d) Financial instruments (continued)
Financial assets at amortised cost (debt instruments)(continued)
Financial assets at amortised cost are subsequently measured using the effective interest rate (‘EIR’) method and are subject to impairment. Gains and
losses are recognised in the consolidated income statement when the asset is derecognised, modified, or impaired.
The Group recognises an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at fair value through profit or loss. ECLs are
based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original EIR.
The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
– The rights to receive cash flows from the asset have expired; or
– The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
Non-derivative financial liabilities
The Company classifies non-derivative financial liabilities as liabilities at amortised cost. Such financial liabilities are recognised initially at fair value less
any direct attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the EIR method.
The Company derecognises a financial liability (or part of a financial liability) from the consolidated statement of financial position when, and only
when, it is extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference
between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is considered in the consolidated income statement.
e) Fair value measurement
The Group accounts for its investments in Portfolio Companies as Investments at FVPL. The valuation is determined using the discounted cash flow
methodology. The cash flows forecasted to be received by the Company or its consolidated subsidiaries, generated by each of the underlying assets,
and adjusted as appropriate to reflect the risk and opportunities, have been discounted using asset-specific discount rates. The valuation methodology
is unchanged from previous reporting periods.
The fair value of other financial assets and liabilities, other than current assets and liabilities, is determined by discounting future cash flows at an
appropriate discount rate and with reference to recent market transactions, where appropriate. Further information on assumptions and estimation
uncertainties are disclosed in Note 19.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs in the valuation methodology, as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
– Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
– Level 3: inputs for the asset or liability that are not based on observable market data (‘unobservable inputs’).
If the inputs to measure fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is
categorised in its entirety at the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of fair value hierarchy at the end of the reporting period in which the change has occurred.
f) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability. The unwinding of
such discount is recognised as a finance cost.
g) Cash and cash equivalents
Cash and cash equivalents comprise of cash balances and term deposits with maturities of three months or less from the date when the deposits were made
and that are subject to an insignificant risk of change in their fair value, and are used by the Group in the management of its short-term commitments.
h) Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment of the
Company, that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
106 BBGI Global Infrastructure S.A.
3. Summary of material accounting policies (continued)
i) Segment reporting
Segment results that are reported to the Management Board include items directly attributable to segments as well as those that can be allocated on a
reasonable basis.
j) Employee benefits and share-based payment arrangements
Short-term and other long-term employee benefits are expensed as the related services are provided. A liability is recognised for the amount expected
to be paid, and discounted at present value if necessary, if the Group has present legal or constructive obligation to pay this amount as a result of a
past service provided by the employee and the obligation can be estimated reliably.
For share-based payment arrangements, the grant-date fair value of the equity settled share-based payment arrangement is recognised as an expense,
with a corresponding increase in additional paid in capital over the vesting period of the awards. The amount recognised as an expense is adjusted to
reflect related service and non-market performance conditions. The market condition related to the award is measured at the date of grant and there is
no adjustment of expense/income to the consolidated income statement for differences between expected and actual outcomes.
k) Finance income and finance costs
Interest income and expenses are recognised in the consolidated income statement using the EIR method.
The EIR is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instrument (or,
where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the EIR rate, the Group estimates future cash
flows considering all contractual terms of the financial instrument, but not future credit losses.
Interest received or receivable and interest paid or payable are recognised in the consolidated income statement as finance income and finance costs,
respectively.
l) Leases
Under IFRS 16, upon lease commencement, a lessee recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove any improvements made to office premises.
m) Tax
i) Subscription tax
According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is exempt from
paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05 per cent on its consolidated net asset
value (‘NAV’), payable quarterly and assessed on the last day of each quarter. Subscription tax is recognized as a tax expense in the consolidated
income statement for the period in which it is incurred.
ii) Income tax
Income tax on the consolidated subsidiaries’ profits for the year comprises current and deferred tax. Current and deferred tax is recognised in the
consolidated income statement except to the extent that it relates to a business combination, or items recognised directly in equity or in the
consolidated statement of other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous periods.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is not recognised for:
– Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss;
– Temporary differences related to investments in subsidiaries to the extent that the Company is able to control the timing of the reversal of the
temporary difference and it is probable that they will not reverse in the foreseeable future; and
– Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis
or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future
taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realised.
n) Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:
– Expected to be realised or intended to be sold or consumed in the normal operating cycle;
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
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3. Summary of material accounting policies (continued)
n) Current versus non-current classification (continued)
– Held primarily for the purpose of trading;
– Expected to be realised within 12 months after the reporting period; or
– Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All
other assets are classified as non-current.
All other assets are classified as non-current.
A liability is current when:
– It is expected to be settled in the normal operating cycle;
– It is held primarily for the purpose of trading;
– It is due to be settled within 12 months after the reporting period; or
– There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
The Group classifies all other liabilities as non-current.
4. Material accounting judgements, estimates and assumptions
The preparation of consolidated financial statements in conformity with IFRS requires the Management Board to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Group’s accounting policies, the Management Board has made the following judgements that would have the most
significant effect on the amounts recognised in the consolidated financial statements.
4.1 Assessment as an investment entity
Refer to Note 2 for the discussion on this topic.
4.2 Fair value determination
Refer to Note 3 e) for the discussion on this topic.
4.3 Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the
terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them.
For the measurement of the fair value of equity-settled transactions for the Long-Term Incentive Plan (‘LTIP’), the Group uses a Monte Carlo simulation
model for the market-based performance condition element of the awards. Non-market based performance conditions are not taken into account in
the valuation of the unit fair value per share of the LTIP. Instead, the number of shares is adjusted at each reporting date to take into account the actual
level of non market-based performance condition.
For the measurement of the fair value of equity-settled transactions for the Deferred Short-Term Incentive Plan (‘Deferred STIP’), the Group recognises
a portion of the annual estimated bonus of the Management Board. The assumptions and models used for estimating fair value for share-based
payment transactions are disclosed in Note 22.
4.4 Going concern basis of accounting
The Group’s portfolio is currently 100 per cent operational and relies on availability-style revenues. At the time of producing these consolidated
financial statements, there was no evidence to suggest of material disruption to the operations of the Group and financial performance is not expected
to be materially affected.
The Management Board has satisfied itself that the Group has adequate resources to continue in operational existence for at least 12 months from the
date of approval of the consolidated financial statements. After due consideration, the Management Board believes it is appropriate to adopt the going
concern basis of accounting in preparing the consolidated financial statements.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
108 BBGI Global Infrastructure S.A.
5. Segment reporting
IFRS 8 – Operating Segments adopts a ‘through the eyes of the management’ approach to an entity’s reporting of information relating to its operating
segments, and also requires an entity to report financial and descriptive information about its reportable segments.
Based on a review of information provided to the Management Board (determined to be the chief operating decision makers or CODM), the Group has
identified five reportable segments based on the geographical concentration risk. The main factor used to identify the Group’s reportable segments is
the geographical location of the asset. The Management Board has concluded that the Group’s reportable segments are:
(1) UK; (2) North America; (3) Australia; (4) Continental Europe; and (5) Holding Activities. These reportable segments are the basis on which the Group
reports information to the Management Board.
Segment information is presented below:
| For the year ended 31 December 2023 | North | Continental | Holding | Total | ||
| In thousands of Sterling | UK | America | Australia | Europe | Activities | Group |
| Income/(loss) from investments at FVPL (Note 9) | 18,803 | 17,030 | (4,022) | 7,054 | – | 38,865 |
| Administrative expenses | – | – | – | – | (12,130) | (12,130) |
| Other operating income – net | – | – | – | – | 10,505 | 10,505 |
| Results from operating activities | 18,803 | 17,030 | (4,022) | 7,054 | (1,625) | 37,240 |
| Net finance result | – | – | – | – | (2,524) | (2,524) |
| Net gain on balance sheet hedging | – | – | – | – | 8,874 | 8,874 |
| Tax expense – net | – | – | – | – | (3,303) | (3,303) |
| Profit/(loss) for the year | 18,803 | 17,030 | (4,022) | 7,054 | 1,422 | 40,287 |
| For the year ended 31 December 2022 | North | Continental | Holding | Total | ||
| In thousands of Sterling | UK | America | Australia | Europe | Activities | Group |
| Income from investments at FVPL (Note 9) | 66,910 | 72,902 | 10,707 | 9,026 | – | 159,545 |
| Administration expenses | – | – | – | – | (11,756) | (11,756) |
| Other operating expenses – net | – | – | – | – | (12,698) | (12,698) |
| Results from operating activities | 66,910 | 72,902 | 10,707 | 9,026 | (24,454) | 135,091 |
| Net finance result | – | – | – | – | (2,005) | (2,005) |
| Net loss on balance sheet hedging | – | – | – | – | (10,572) | (10,572) |
| Tax expense – net | – | – | – | – | (3,472) | (3,472) |
| Profit/(loss) for the year | 66,910 | 72,902 | 10,707 | 9,026 | (40,503) | 119,042 |
Statement of financial position per segment information as at 31 December 2023 and 2022 are presented below:
| As at 31 December 2023 | North | Continental | Holding | Total | ||
| In thousands of Sterling | UK | America | Australia | Europe | Activities | Group |
| Assets | ||||||
| Property and equipment | – | – | – | – | 93 | 93 |
| Investments at FVPL | 341,635 | 477,734 | 97,181 | 130,694 | – | 1,047,244 |
| Other non-current assets | – | – | – | – | 4,640 | 4,640 |
| Current assets | – | – | – | – | 11,866 | 11,866 |
| Total assets | 341,635 | 477,734 | 97,181 | 130,694 | 16,599 | 1,063,843 |
| Liabilities | ||||||
| Non-current | – | – | – | – | – | – |
| Current | – | – | – | – | 7,215 | 7,215 |
| Total liabilities | – | – | – | – | 7,215 | 7,215 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
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5. Segment reporting (continued)
| As at 31 December 2022 | North | Continental | Holding | Total | ||
| In thousands of Sterling | UK | America | Australia | Europe | Activities | Group |
| Assets | ||||||
| Property and equipment | – | – | – | – | 123 | 123 |
| Investments at FVPL | 354,002 | 504,408 | 112,414 | 132,020 | – | 1,102,844 |
| Other non-current assets | – | – | – | – | 428 | 428 |
| Current assets | – | – | – | – | 35,945 | 35,945 |
| Total assets | 354,002 | 504,408 | 112,414 | 132,020 | 36,496 | 1,139,340 |
| Liabilities | ||||||
| Non-current | – | – | – | – | 62,077 | 62,077 |
| Current | – | – | – | – | 8,085 | 8,085 |
| Total liabilities | – | – | – | – | 70,162 | 70,162 |
The Holding Activities of the Group include the activities which are not specifically related to a particular asset or region, but to those companies which
provide services to the Group. The total current assets classified under Holding Activities mainly represent cash and cash equivalents.
Transactions between reportable segments are conducted at arm’s length and are accounted for in a similar way to the basis of accounting used for
third parties. The accounting methods used for all the segments are similar and comparable with those of the Company.
The Group maintains a well-diversified portfolio with no major single asset exposure.
6. Administrative expenses
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Personnel expenses | ||
| Short-term benefits | 5,639 | 5,919 |
| Share-based compensation expenses (Note 22) | 2,038 | 1,737 |
| Super visory Board fees | 315 | 260 |
| 7,992 | 7,916 | |
| Legal and professional fees | 2,716 | 2,630 |
| Office and other expenses | 1,378 | 1,176 |
| Depreciation expense | 44 | 34 |
| 12,130 | 11,756 |
Short-term benefits relate to the Management Board and staff, and include basic salaries, Short-Term Incentive Plan (‘STIP’), staff bonus, social security
contributions and other related expenses.
The Group has engaged certain third parties to provide legal, depositary, custodian, audit, tax, and other services. The expenses incurred in relation to
such services are treated as legal and professional fees. Depositary and custodian related charges during the year amounted to £395,000 (2022:
£383,000).
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
110 BBGI Global Infrastructure S.A.
6. Administrative expenses (continued)
During the year, the Company and its consolidated subsidiaries obtained the following services from the external auditors.
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Group auditor remuneration: | ||
| Statutory audit fees | 290 | 238 |
| Interim review and other permitted assurance services | 104 | 56 |
| Non-assurance fees | – | 5 |
| 394 | 299 | |
| Audit and audit-related fees from non-Group auditor | 43 | 65 |
| 437 | 364 |
7. Other operating expenses
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Acquisition-related costs and others (including unsuccessful bid costs) | 154 | 615 |
| Loss on derivative financial instruments at FVPL – net (Note 19) | – | 11,326 |
| Foreign currency exchange loss – net | – | 840 |
| 154 | 12,781 |
8. Net finance results
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Finance costs on loans and borrowings (Note 16) | 3,061 | 2,177 |
| Interest income on bank deposits | (537) | (172) |
| 2,524 | 2,005 |
9. Investments at FVPL
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Balance as at 1 January | 1,102,844 | 975,225 |
| Acquisitions of/additions in Investments at FVPL | – | 64,407 |
| Income from investments at FVPL (i) | 38,865 | 159,545 |
| Distributions received from Investments at FVPL | (94,465) | (96,333) |
| Balance as at 31 December | 1,047,244 | 1,102,844 |
(i) This account reflects the unrealised gain on valuation of investments.
Income from Investments at FVPL include the impact of net foreign exchange losses for the year ended 31 December 2023 amounting to £23.3 million
(year ended 31 December 2022: net foreign exchange gain of £34.2 million). Refer to Note 19 of the consolidated financial statements for further
information on Investments at FVPL.
Distributions from Investments at FVPL are received after either: (a) financial models have been tested for compliance with certain ratios; or (b) financial
models have been submitted to the external lenders of the Portfolio Companies; or (c) approvals of the external lenders on the financial models have
been obtained.
As at 31 December 2023 and 2022, loan and interest receivable amounts from unconsolidated subsidiaries is embedded within Investments at FVPL.
The valuation of Investments at FVPL considers all future cash flows related to each individual underlying asset including but not limited to interest
income, dividend income, asset-related management fee income and other income.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 111
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Strategic report of the Management Board
9. Investments at FVPL (continued)
Details of various asset investments in the Group’s portfolio and their respective acquisition dates are as follows:
| Country of | Ownership | Year | ||
| Company (i) | Asset | Incorporation | Interest | Acquired |
| RW Health Partnership Holdings Pty Limited | Royal Women’s Hospital | Australia | 100% | 2012 |
| Victorian Correctional Infrastructure Partnership Pty Limited | Victorian Correctional | Australia | 100% | 2012 |
| Facilities | ||||
| BBPI Sentinel Holdings Pty Limited, BBGI Sentinel Holdings 2 Pty Limited, | Northern Territory Secure | Australia | 100% | 2014 and 2015 |
| Sentinel Financing Holdings Pty Limited | Facilities | |||
| Golden Crossing Holdings Inc. | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| Trans-Park Highway Holding Inc. | Kicking Horse Canyon | Canada | 50% | 2012 |
| Highway | ||||
| NorthwestConnect Holdings Inc. | Northwest Anthony Henday | Canada | 50% | 2012 |
| Drive | ||||
| BBGI KVH Holdings Inc., BBGI KVH Holdings 2 Inc. | Kelowna & Vernon Hospitals | Canada | 100% | 2013 and 2020 |
| WCP Holdings Inc. | Women’s College Hospital | Canada | 100% | 2013 |
| Stoney Trail Group Holdings Inc. | North East Stoney Trail | Canada | 100% | 2013 |
| BBGI NCP Holdings Inc. | North Commuter Parkway | Canada | 50% | 2015 |
| SNC-Lavalin Infrastructure Partners LP | William R. Bennett Bridge | Canada | 80% | 2017 |
| South East Stoney Trail | Canada | 40% | 2017 | |
| Canada Line | Canada | 26.7% | 2017 | |
| Restigouche Hospital Centre | Canada | 80% | 2017 | |
| McGill University Health | Canada | 40% | 2018 | |
| Centre | ||||
| John Hart Generating Station | Canada | 80% | 2022 | |
| BBGI Stanton Holdings Inc. | Stanton Territorial Hospital | Canada | 100% | 2018 and 2020 |
| BBGI 104 GP Inc. | Highway 104 | Canada | 50% | 2020 |
| BBGI Champlain Holding Inc. | Champlain Bridge | Canada | 25% | 2020 |
| Kreishaus Unna Holding GmbH | Unna Administrative Centre | Germany | 90% | 2012 and 2020 |
| PJB Beteiligungs–GmbH | Burg Correctional Facilities | Germany | 90% | 2012 |
| Hochtief PPP 1 Holding GmbH & Co. KG | Cologne Schools | Germany | 50% | 2014 |
| Rodenkirchen Schools | Germany | |||
| Frankfurt Schools | Germany | |||
| Fürst Wrede Barracks | Germany | |||
| BBGI PPP Investment S. à r.l. | A7 Motor way | Luxembourg | 49% | 2022 |
| Noaber18 Holding B.V. | N18 Motorway | Netherlands | 52% | 2018, 2019 |
| and 2020 | ||||
| De Groene Schakel Holding B.V. | Westland Town Hall | Netherlands | 100% | 2018 and 2019 |
| SAAone Holding B.V. | A1/A6 M o tor way | Netherlands | 37.1% | 2018 and 2019 |
| Agder OPS Vegselskap AS | E18 Motor way | Norway | 100% | 2013 and 2014 |
| Folera TH Holdings Limited | Poplar Affordable Housing & | Jersey | 100% | 2021 |
| Recreational Centres | ||||
| Kent Education Partnership (Holdings) Limited | Kent Schools | UK | 50% | 2012 |
| Healthcare Providers (Gloucester) Limited | Gloucester Royal Hospital | UK | 50% | 2012 |
| Highway Management M80 Topco Limited | M80 Motorway | UK | 50% | 2012 |
| Bedford Education Partnership Holdings Limited | Bedford Schools | UK | 100% | 2012 |
| Lisburn Education Partnership (Holdings) Limited | Lisburn College | UK | 100% | 2012 |
| Clackmannanshire Schools Education Partnership (Holdings) Limited | Clackmannanshire Schools | UK | 100% | 2012 |
| Primaria (Barking Dagenham & Havering) Limited | Barking Dagenham & | UK | 60% | 2012 |
| Havering (LIFT) | ||||
| East Down Education Partnership (Holdings) Limited | East Down Colleges | UK | 100% | 2012 and 2018 |
| Scottish Borders Education Partnership (Holdings) Limited | Scottish Borders Schools | UK | 100% | 2012 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
112 BBGI Global Infrastructure S.A.
9. Investments at FVPL (continued)
| Country of | Ownership | Year | ||
| Company (i) | Asset | Incorporation | Interest | Acquired |
| Coventry Education Partnership Holdings Limited | Coventry Schools | UK | 100% | 2012 |
| Fire Support (SSFR) Holdings Limited | Stoke & Staffs Rescue | UK | 85% | 2012 |
| Service | ||||
| GB Consortium 1 Limited | North London Estates | UK | 60% (both) | 2012, 2014 |
| Partnership (LIFT) | and 2018 | |||
| Liverpool & Sefton Clinics | ||||
| (LIFT) | ||||
| Mersey Care Development Company 1 Limited | Mersey Care Hospital | UK | 79.6% | 2013 and 2014 |
| MG Bridge Investments Limited | Mersey Gateway Bridge | UK | 37.5% | 2014 |
| Tor Bank School Education Partnership (Holdings) Limited | Tor Bank School | UK | 100% | 2013 |
| Lagan College Education Partnership (Holdings) Limited | Lagan College | UK | 100% | 2014 |
| Highway Management (City) Holding Limited | M1 Westlink | UK | 100% | 2014 |
| Blue Light Partnership (ASP) Holdings Limited | Avon & Somerset Police HQ | UK | 100% | 2014, 2015 |
| and 2016 | ||||
| Northwin Limited | North West Regional College | UK | 100% | 2015 |
| Northwin (Intermediate) (Belfast) Limited | Belfast Metropolitan College | UK | 100% | 2016 |
| Fire and Rescue NW Holdings Limited | North West Fire and Rescue | UK | 100% | 2021 |
| Woodland View Holdings Co Limited | Ayrshire and Arran Hospital | UK | 100% | 2021 |
| Aberdeen Roads Holdings Limited | Aberdeen Western | UK | 33.3% | 2021 |
| Peripheral Route | ||||
| BBGI East End Holdings Inc. | Ohio River Bridges | US | 66.7% | 2014 and 2019 |
(i)
and its subsidiary companies.
10. Other operating income
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Gain on derivative financial instruments – net (Note 19) | 9,233 | – |
| Foreign currency exchange gain – net | 1,319 | – |
| Others | 107 | 83 |
| 10,659 | 83 |
11. Cash and cash equivalents
Cash and cash equivalents relate to bank deposits amounting to £9,672,000 (31 December 2022: £31,157,000).
12. Taxes
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Current tax: | ||
| Income tax and other taxes | 3,755 | 3,705 |
| Subscription tax | 532 | 515 |
| 4,287 | 4,220 | |
| Deferred tax: | ||
| Relating to origination and reversal of temporary differences | (984) | (748) |
| 3,303 | 3,472 |
The Company, as an undertaking for collective investment, is exempt from corporate income tax in Luxembourg and instead pays an annual
subscription tax of 0.05 per cent on the value of its total net assets. Moreover, the Company as a SICAV is not subject to taxes on capital gains or
income. All other consolidated subsidiaries are subject to taxation at the applicable rate in their respective jurisdictions.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 113
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Strategic report of the Management Board
12. Taxes (continued)
Reconciliation of tax expense and the accounting profit multiplied by the Company’s effective corporate tax rate for the year is as follows:
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Profit before tax | 43,590 | 122,514 |
| Income tax using the Luxembourg domestic tax rate of 24.94% | 10,871 | 30,555 |
| Subscription tax during the year | 532 | 515 |
| Reconciling difference mainly due to fair valuation of assets | (8,100) | (27,598) |
| Tax charge for the year | 3,303 | 3,472 |
A significant portion of the profit before tax results from fair valuation of Investments at FVPL. The net income of the unconsolidated subsidiaries is
taxed in their respective jurisdictions.
As a consequence of the adoption of IFRS 10, the Company is classified as an Investment Entity (see Note 2), meaning the tax expenses of the
unconsolidated subsidiaries are not included within these consolidated financial statements. Therefore, the consolidated tax expense and tax assets/
liabilities, if any, do not include those of the Portfolio Companies. The tax liabilities of the Portfolio Companies are embedded in the fair value
calculation of Investments at FVPL.
Deferred tax relates to the following:
| Consolidated statement | Consolidated | |||
| of financial position | income statement | |||
| 31 December | 31 December | |||
| In thousands of Sterling | 2023 | 2022 | 2023 | 2022 |
| Losses available for offsetting against future taxable income | 983 | 153 | 984 | 748 |
The Group has additional tax losses carried forward amounting to £12,257,000 (2022: £18,032,000) for which no deferred tax asset was recognised.
Tax liability as at 31 December 2023 amounted to £1,462,000 (31 December 2022: £1,607,000).
13. Other current assets
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Prepaid taxes | 833 | 537 |
| Prepaid expenses | 230 | 227 |
| Others | 266 | 230 |
| 1,329 | 994 |
14. Capital and reserves
Share capital
Changes in the Company´s share capital are as follows:
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Share capital as at 1 January | 850,007 | 847,858 |
| Share capital issued through scrip dividends | 1,536 | 1,092 |
| Equity settlement of share-based compensation (Note 22) | 888 | 1,084 |
| Shares issuance costs | (45) | (27) |
| 852,386 | 850,007 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
114 BBGI Global Infrastructure S.A.
14. Capital and reserves (continued)
Share capital (continued)
The changes in the number of ordinary shares of no-par value issued by the Company are as follows:
| 31 December | 31 December | ||
| In thousands of shares | 2023 | 2022 | |
| In issue at beginning of the year | 713,331 | 712,126 | |
| Shares issued through scrip dividends | 1,017 | 649 | |
| Shares issued as share based compensation – net | (i) | 529 | 556 |
| 714,877 | 713,331 |
(i) Being the net share entitlement after adjustments to settle taxes.
Gross number of ordinary shares entitlement, before the settlement of taxes, as share-based compensation amounted to the following:
| 31 December | 31 December | |
| In thousands of shares | 2023 | 2022 |
| LTIP | 330 | 636 |
| STIP | 463 | 367 |
| 793 | 1,003 |
All of the ordinary shares issued rank pari passu. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at general meetings of the Company.
The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.
Translation and other capital reserve
Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve in equity except
for exchange differences from intragroup monetary items which are reflected in the consolidated income statement. The translation reserve amounting
to a debit balance of £1,635,000 (31 December 2022: credit balance of £14,153,000) comprises foreign currency differences arising from the translation
of the financial statements of foreign operations. The remaining balance of other capital reserve relates to statutory amounts required to be allocated
to this reserve account and which may not be distributed.
Dividends
The dividends declared and paid by the Company during the year ended 31 December 2023 are as follows:
| 31 December | |
| In thousands of Sterling except as otherwise stated | 2023 |
| 2022 2 nd interim dividend of 3.740 pence per qualifying ordinary share – for the period | |
| 1 July 2022 to 31 December 2022 | 26,679 |
| 2023 1 st interim dividend of 3.965 pence per qualifying ordinary share – for the period | |
| 1 January 2023 to 30 June 2023 | 28,345 |
| Total dividends declared and paid during the year | 55,024 |
The 31 December 2022 2
nd
interim dividend was paid in April 2023. The value of the scrip election was £1,536,000, with the remaining amount of
£25,143,000 paid in cash to those investors that did not elect for the scrip.
The 30 June 2023 1
st
interim dividend was paid in October 2023. The value of the scrip election was £28,345,000. The scrip alternative was not available
with this dividend payment.
The dividends declared and paid by the Company during the year ended 31 December 2022 are as follows:
| 31 December | |
| In thousands of Sterling except as otherwise stated | 2022 |
| 2021 2 nd interim dividend of 3.665 pence per qualifying ordinary share – for the period | |
| 1 July 2021 to 31 December 2021 | 26,099 |
| 2022 1 st interim dividend of 3.740 pence per qualifying ordinary share – for the period | |
| 1 January 2022 to 30 June 2022 | 26,676 |
| Total dividends declared and paid during the year | 52,775 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 115
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Strategic report of the Management Board
14. Capital and reserves (continued)
Dividends (continued)
The 31 December 2021 2
nd
interim dividend was paid in April 2022. The value of the scrip election was £964,000, with the remaining amount of
£25,135,000 paid in cash to those investors that did not elect for the scrip.
The 30 June 2022 1
st
interim dividend was paid in October 2022. The value of the scrip election was £127,000 with the remaining amount of
£26,548,000 paid in cash to those investors that elected for a cash dividend.
Net Asset Value (‘NAV’)
The consolidated NAV and NAV per share as at 31 December 2023, 31 December 2022 and 31 December 2021 were as follows:
| In thousands of Sterling/pence | 2023 | 2022 | 2021 |
| NAV attributable to the owners of the Company | 1,056,628 | 1,069,178 | 1,000,543 |
| NAV per ordinary share (pence) | 147.81 | 149.89 | 140.50 |
15. Earnings per share
a) Basic earnings per share
The basic earnings per share is calculated by dividing the profit for the year by the weighted average number of ordinary shares outstanding.
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling/in thousands of shares | 2023 | 2022 |
| Profit for the year | 40,287 | 119,042 |
| Weighted average number of ordinary shares in issue | 714,387 | 712,917 |
| Basic earnings per share (in pence) | 5.64 | 16.70 |
The weighted average number of ordinary shares outstanding for the purpose of calculating the basic earnings per share is computed as follows:
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of shares | 2023 | 2022 |
| Shares outstanding as at 1 January | 713,331 | 712,126 |
| Effect of scrip dividends issued | 763 | 443 |
| Shares issued as share-based compensation | 293 | 348 |
| Weighted average – outstanding shares | 714,387 | 712,917 |
b) Diluted earnings per share
The diluted earnings per share is calculated by dividing the profit for the year by the weighted average number of ordinary shares outstanding, after
adjusting for the effects of all potential dilutive ordinary shares. There were no items of the consolidated income statement accounts which have a
dilutive effect on the profit for the year.
The weighted average number of potential diluted ordinary shares for the purpose of calculating the diluted earnings per share is computed as follows:
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of shares | 2023 | 2022 |
| Weighted average number of ordinary shares for basic earnings per share | 714,387 | 712,917 |
| Effect of potential dilution from share-based payment | 2,412 | 852 |
| Weighted average – outstanding shares | 716,799 | 713,769 |
The price of the Company’s shares for the purpose of calculating the potential dilutive effect of award letters (see Note 22) was based on the average
market price for the year ended 2023 and 2022, during which period the awards were outstanding.
16. Loans and borrowings
The Group RCF with ING Bank, KFW IPEX Bank, DZ Bank, Frankfurt Am Main and SMBC Bank EU AG for a total commitment of £230 million. The tenor
of the RCF is five years (maturing in May 2026). The borrowing margin is 165 bps over the reference bank rate. Under the RCF, the Group retains the
possibility to consider larger transactions by virtue of having structured a further £70 million incremental accordion tranche, on which no commitment
fees are paid.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
116 BBGI Global Infrastructure S.A.
16. Loans and borrowings (continued)
Outstanding borrowings under the RCF as at 31 December 2023 amounted to £nil million (31 December 2022: £57.5 million). As at 31 December 2023,
the Group has utilised £1.4 million (31 December 2022: £1.3 million) of the £230 million RCF, to cover letters of credit.
The interest and other related fees payables under the RCF as at 31 December 2023 amounted to £233,000 (31 December 2022: £230,000).
The RCF unamortised debt issuance cost amounted to £771,000 as at 31 December 2023 (2022: £1,094,000). The unamortised debt issuance cost is
presented as part of ‘Other non-current assets’ in the Consolidated Statement of Financial Position (2022: as part of ‘Loans and borrowings’).
The total finance cost incurred under the RCF for the year ended 31 December 2023 amounted to £3,061,000 (31 December 2022: £2,171,000) which
includes amortisation of debt issuance costs of £323,000 (31 December 2022: £549,000).
Changes in liabilities arising from financing activities
| 1 January | Foreign | 31 December | ||||
| In thousands of Sterling | 2023 | Proceeds | Repayment | exchange | Others | 2023 |
| Loans and borrowings non-current | 56,390 | 15,000 | (71,404) | (1,080) | 1,094 | – |
| 1 January | Foreign | 31 December | ||||
| In thousands of Sterling | 2022 | Proceeds | Repayment | exchange | Others | 2022 |
| Loans and borrowings non-current | – | 72,512 | (17,000) | 1,972 | (1,094) | 56,390 |
Pledges and collaterals
As of 31 December 2023, and 31 December 2022, the Group has provided a pledge over shares issued by consolidated subsidiaries, pledge over
receivables between consolidated subsidiaries and a pledge over the bank accounts of the consolidated subsidiaries.
Based on the provisions of the RCF, where there is a continuing event of default, the lender, among other things, will have the right to cancel all
commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts, and exercise or direct the security
agent to exercise any or all of its rights, remedies, powers or discretions under the RCF.
The Group operated comfortably within covenant limits of the RCF during the year.
17. Trade and other payables
Trade and other payables are non-interest bearing and are usually settled within six months.
18. Financial risk review and management
Risk management framework
The Management Board has overall responsibility for the establishment and control of the Group’s risk management framework.
The Group has exposure to credit risk, liquidity risk and market risk. This note presents information about the Group’s exposure to each of these risks,
the Group’s objectives, policies, and processes for measuring and managing risk and the Group’s management of capital. This note also presents the
result of the review performed by management on these risk areas.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the
Group, resulting in:
1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and
2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.
Exposures to credit risks
The Group is exposed to credit risks on the following items in the consolidated statement of financial position:
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| Derivative financial assets | 2,663 | 2,885 |
| Trade and other receivables | 865 | 909 |
| Cash and cash equivalents | 9,672 | 31,157 |
| 13,200 | 34,951 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 117
Corporate governanceStrategic report
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Strategic report of the Management Board
18. Financial risk review and management (continued)
Exposures to credit risks
(continued)
The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2023, amounts to £865,000 (2022:
£909,000).
As of 31 December 2023, the Group is also exposed to credit risk on the loan receivable, interest, and other receivable components of Investments at
FVPL (loans provided to Portfolio Companies) totalling to £275,833,000 (2022: £282,378,000).
Cash and cash equivalents and foreign currency forwards
The cash and cash equivalents and foreign currency forward contracts (recorded either as ‘derivative financial assets’ or ‘derivative financial liabilities’)
are maintained with reputable banks with ratings that are acceptable based on the established internal policy of the Group. Based on the assessment of
the Management Board, there are no significant credit risks related to the cash and cash equivalents and foreign currency forward contracts
maintained. The main counterparty banks of the Group have S&P/Moody’s credit rating of A+/A1 and A+-/Aa3.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Group’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.
The Group manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day
operations and medium to long-term capital needs. The Group also regularly monitors the forecast and actual cash requirements and matches the
maturity profiles of the Group’s financial assets and financial liabilities.
The following are the undiscounted contractual maturities of the financial liabilities of the Group, including estimated interest payments:
| Contractual cash flows | ||||
| 31 December 2023 | Carrying | Within | 1-5 | |
| In thousands of Sterling | amount | Total | 1 year | years |
| Loans and borrowings (Note 16) | 233 | 3,318 | 1,377 | 1,941 |
| Trade and other payables | 2,697 | 2,697 | 2,697 | – |
| Net derivative liability | 2,823 | 2,823 | 2,823 | – |
| 5,753 | 8,838 | 6,897 | 1,941 | |
| Contractual cash flows | ||||
| 31 December 2022 | Carrying | Within | 1-5 | |
| In thousands of Sterling | amount | Total | 1 year | years |
| Loans and borrowings (Note 16) | 56,620 | 65,112 | 19,907 | 45,205 |
| Trade and other payables | 3,242 | 3,242 | 3,242 | – |
| Net derivative liability | 5,808 | 5,808 | 121 | 5,687 |
| 65,670 | 74,162 | 23,270 | 50,892 | |
The Group needs to maintain certain financial covenants under the RCF. Non-compliance with such covenants may trigger an event of default (see
Note 16). At 31 December 2023 and 2022, the Group was not in breach of any of the covenants under the RCF.
Depending on capital market conditions, the Company has the possibility of raising capital through the issuance of shares, or it can also use free cash
flows generated by the Investments at FVPL in order to finance further acquisitions or to repay debt.
All external financial liabilities of the Group have maturities of less than one year except for loans and borrowings, which have a maturity of more than
one year. The Group has sufficient cash and cash equivalents and sufficient funding sources to pay and/or refinance currently maturing obligations.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or
the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the returns.
Currency risk
The Group buys derivative financial instruments, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried
out within certain internal guidelines. The Group, via its hedge counterparty, reports all trades under these hedging instruments, for European Market
Infrastructure Regulations purposes, to an EU branch of the derivative repository.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
118 BBGI Global Infrastructure S.A.
18. Financial risk review and management (continued)
Currency risk (continued)
The Group is exposed to currency risk as a result of the cash flows from underlying Investments at FVPL and cash and cash equivalents being
denominated in currencies other than Sterling. The currencies in which these items are primarily denominated are Australian dollars (A$), Canadian
dollars (C$), Euros (€), Norwegian kroner (NOK) and US dollars (US$).
The Group actively seeks to manage geographical concentration and mitigate foreign exchange risk by balance sheet hedging through foreign
exchange forward contracts, hedging of forecast portfolio distributions, and borrowing in non-Sterling currencies. Furthermore, Euro-denominated
running costs provide a natural hedge against the Euro-denominated portfolio distributions.
In respect of other monetary assets and liabilities denominated in currencies other than Sterling, the Group’s policy is to ensure that its net exposure is
kept at an acceptable level. The Company accepts that risk from foreign exchange exposure is an inherent aspect of holding an international portfolio
of investments. However, the Management Board believes that, in addition to the hedging program in place, this risk is further mitigated by having
exposure to a number of different currencies including the Australian dollar, Canadian dollar, US dollar, Euro and Norwegian krone, all of which can
provide diversification benefits. The Management Board spends considerable time reviewing its hedging strategy and believes it remains both
appropriate and cost effective to continue with its four-year rolling hedge policy.
The summary of the quantitative data about the Group’s exposure to foreign currency risk are as follows:
| 31 December 2023 | |||||
| In thousands of Sterling | A$ | C$ | € | NOK | US$ |
| Financial assets measured at fair value | |||||
| Investments at FVPL | 97,181 | 373,986 | 109,323 | 21,371 | 103,749 |
| Financial assets measured at amortised cost | |||||
| Cash and cash equivalents | 1,177 | 4,084 | 782 | 2 | 96 |
| Trade and other receivables | 90 | 761 | – | – | – |
| 1,267 | 4,845 | 782 | 2 | 96 | |
| Financial liabilities measured at amortised cost | |||||
| Trade and other payables | – | (581) | (844) | – | – |
| 31 December 2022 | |||||
| In thousands of Sterling | A$ | C$ | € | NOK | US$ |
| Financial assets measured at fair value | |||||
| Investments at FVPL | 112,414 | 386,678 | 106,655 | 25,365 | 117,730 |
| Financial assets measured at amortised cost | |||||
| Cash and cash equivalents | 18 | 10,117 | 579 | 3 | 101 |
| Trade and other receivables | 148 | 467 | 76 | – | 201 |
| 166 | 10,584 | 655 | 3 | 302 | |
| Financial liabilities measured at amortised cost | |||||
| Trade and other payables | (17) | (688) | (877) | – | (80) |
| Loan and borrowings | – | – | (42,497) | – | – |
| (17) | (688) | (43,374) | – | (80) |
The significant exchange rates applied during the year ended 31 December 2023 and 31 December 2022 are as follows:
| 31 December 2023 | ||
| Average £ | Spot rate £ | |
| A$ 1 | 0.535 | 0.535 |
| C$1 | 0.596 | 0.593 |
| €1 | 0.870 | 0.867 |
| NOK 1 | 0.076 | 0.077 |
| US$ 1 | 0.804 | 0.785 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 119
Corporate governanceStrategic report
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Strategic report of the Management Board
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
18. Financial risk review and management (continued)
Currency risk (continued)
| 31 December 2022 | ||
| Average £ | Spot rate £ | |
| A$ 1 | 0.562 | 0.564 |
| C$1 | 0.623 | 0.610 |
| €1 | 0.853 | 0.885 |
| NOK 1 | 0.084 | 0.084 |
| US$ 1 | 0.811 | 0.827 |
The sensitivity of the NAV to a 10 per cent positive and adverse movement in foreign exchange rates is disclosed in Note 19 to the consolidated
financial statements. This scenario assumes that all other macroeconomic assumptions remain constant.
Interest rate risk
Except for the loans and other receivables from Portfolio Companies which are included as part of Investments at FVPL, the Group does not account for
other fixed-rate financial assets and liabilities at fair value through profit or loss. For the years ended 31 December 2023 and 2022, the main variable
interest rate exposure of the Group is on the interest rates applied to the Group’s cash and cash equivalents, including deposit rates used in valuing the
Investments at FVPL and the loans and borrowings of the Group (see Note 16). A change in the deposit rates used in valuing Investments at FVPL
would have an impact on the value of such and a corresponding impact on the Group’s NAV. Refer to Note 19 for a sensitivity analysis of the impact of
a change on deposit rates on the Group’s NAV.
Investment risk
The valuation of Investments at FVPL depends on the ability of the Group to realise cash distributions from Portfolio Companies. The distributions to be
received from the Portfolio Companies are dependent on cash received by a particular Portfolio Company under the service concession agreements.
The service concession agreements are predominantly granted to the Portfolio Companies by a variety of public sector clients including, but not limited
to, central government departments and local, provincial, and state government and corporations set up by the public sector.
The Group predominantly makes investments in countries where the Management Board consider that asset structures are reliable, where (to the
extent applicable) public sector counterparties carry what the Management Board consider to be an appropriate credit risk, or alternatively where
insurance or guarantees are available for the sovereign credit risk, where financial markets are relatively mature and where a reliable judicial system
exists to facilitate the enforcement of rights and obligations under the contracts.
The Management Board continuously monitors the ability of a particular Portfolio Company to make distributions to the Group. During the year, there
have been no material concerns raised in relation to current and future distributions to be received from any of the Portfolio Companies.
Capital risk management
The Company’s objective when managing capital is to ensure the Group’s ability to continue as a going concern in order to provide returns to
shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company, at a Group level, views the share capital
(see Note 14) and the RCF (see Note 16) as capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to
shareholders, avail itself of additional debt financing, pay down debt or issue new shares.
The Group regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the Group complied
with all externally imposed capital requirements and made no changes in its approach to capital management.
Derivative financial assets and liabilities for which hedge accounting is not applied
The Group has entered into foreign currency forwards to fix the foreign exchange rates on certain investment distributions that are expected to be
received (‘cash flow hedges’) and on a portion of the non-Sterling and non-Euro denominated portfolio value (‘balance sheet hedges’). The derivative
financial instruments (asset/liability) in the consolidated statement of financial position represent the fair value of foreign currency forwards which were
not designated as hedges. The movements in their fair value are directly charged/credited in the consolidated income statement within other operating
expenses and net gain(loss) on balance sheet hedging.
Derivative financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position as the Group has a
legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis. Cash flows from the settlement of cash
flow hedges and balance sheet hedges are presented as part of the net cash flows in operating and investing activities, respectively.
19. Fair value measurements and sensitivity analysis
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial position are
presented below. This does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying
amount is a reasonable approximation of fair value (i.e. cash and cash equivalents; trade and other receivables; trade payables, accruals and other
payables, loans, and borrowings).
120 BBGI Global Infrastructure S.A.
19. Fair value measurements and sensitivity analysis (continued)
The table below analyses financial instruments carried at fair value, by valuation method.
| 31 December 2023 | Fair value | |||
| In thousands of Sterling | Level 1 | Level 2 | Level 3 | Total |
| Financial assets measured at fair value | ||||
| Investments at FVPL | – | – | 1,047,244 | 1,047,244 |
| Derivative financial assets | – | 2,663 | – | 2,663 |
| Financial liabilities measured at fair value | ||||
| Derivative financial liabilities | – | (2,823) | – | (2,823) |
| 31 December 2022 | Fair value | |||
| In thousands of Sterling | Level 1 | Level 2 | Level 3 | Total |
| Financial assets measured at fair value | ||||
| Investments at FVPL | – | – | 1,102,844 | 1,102,844 |
| Derivative financial assets | – | 2,885 | – | 2,885 |
| Financial liabilities measured at fair value | ||||
| Derivative financial liabilities | – | (8,693) | – | (8,693) |
Refer to table presented in Note 9 for the reconciliation of the movements in the fair value measurements in level 3 of the fair value hierarchy for
Investments at FVPL. There were no transfers between any levels during the year.
Investments at FVPL
The Management Board is responsible for carrying out the fair market valuation of the Company’s investments, which it then presents to the
Supervisory Board. The portfolio valuation is carried out on a six-monthly basis as at 30 June and 31 December each year. The portfolio valuation is
reviewed by an independent third-party professional.
The valuation is determined using the discounted cash flow methodology. The cash flow forecasts, generated by each of the underlying assets, are
received by the Company or its subsidiaries, adjusted as appropriate to reflect risks and opportunities, and discounted using asset-specific discount
rates. The portfolio valuation methodology remains unchanged from previous reporting periods.
Key Portfolio Company and portfolio cash flow assumptions underlying NAV calculation include:
– Discount rates and the Assumptions, as set out below, continue to be applicable.
– The updated financial models used for the valuation accurately reflect the terms of all agreements relating to the Portfolio Companies and
represent a fair and reasonable estimation of future cash flows accruing to the Portfolio Companies.
– Cash flows from and to the Portfolio Companies are received and made at the times anticipated.
– Non-UK investments are valued in local currency and converted to Sterling at either the period-end spot foreign exchange rates or the
contracted foreign exchange rate.
– Where the operating costs of the Portfolio Companies are contractually fixed, such contracts are performed, and where such costs are not fixed,
they remain within the current forecasts in the valuation models.
– Where lifecycle costs/risks are borne by the Portfolio Companies, they remain in line with the current forecasts in the valuation models.
– Contractual payments to the Portfolio Companies remain on track and contracts with public sector or public sector backed counterparties are
not terminated before their contractual expiry date.
– Any deductions or abatements during the operations period of Portfolio Companies are passed down to subcontractors under contractual
arrangements or are part of the planned (lifecycle) forecasts.
– Changes to the concession period for certain investments are realised.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 121
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
19. Fair value measurements and sensitivity analysis (continued)
Key Portfolio Company and portfolio cash flow assumptions underlying NAV calculation include: (continued)
– In cases where the Portfolio Companies have contracts which are in the construction phase, they are either completed on time or any delay costs
are borne by the construction contractors.
– Enacted tax or regulatory changes, or forecast changes with a high probability, on or prior to this reporting period-end with a future effect
materially impacting cash flow forecasts, are reflected in the financial models.
In forming the above assessments, BBGI uses its judgement and works with our Portfolio Company management teams, as well as using due diligence
information from, or working with, suitably qualified third parties such as technical, legal, tax and insurance advisers.
Macroeconomic assumptions
| 31 December 2023 | 31 December 2022 | ||
| 5.20% (actual) for 2023; 3.80% for 2024 then 3.00% | 13.40% (actual) for 2022; 5.80% for 2023 then 2.75% | ||
| UK(i) RPI/CPIH | (RPI) / 2.25% (CPIH) | (RPI) / 2.00% (CPIH) | |
| 3.90% (actual) for 2023; 2.50% for 2024; 2.10% for | 6.30% (actual) for 2022; 4.00% for 2023; 2.30% for | ||
| Canada | 2025 then 2.00% | 2024 then 2.0% | |
| 4.50% for 2023; 3.50% for 2024; 3.00% for 2025 then | 8.00% for 2022; 4.75% for 2023; 3.25% for 2024 | ||
| Australia | 2.50% | then 2.50% | |
| Inflation | 3.70% (actual) for 2023; 2.70% for 2024; 2.10% for | 8.40% for 2022; 6.30% for 2023; 3.40% for 2024 | |
| Germany(ii) | 2025 then 2.00% | then 2.00% | |
| 3.80% (actual) for 2023; 2.70% for 2024; 2.10% for | 8.40% for 2022; 6.30% for 2023; 3.40% for 2024 | ||
| Netherlands(ii) | 2025 then 2.00% | then 2.00% | |
| 4.80% (actual) for 2023; 4.50% for 2024; 2.50% for | 5.90% (actual) for 2022; 4.90% for 2023 then 2.25% | ||
| Norway(ii) | 2025 then 2.25% | ||
| US | 3.40% (actual) for 2023 then 2.50% | 6.50% (actual) for 2022; 3.40% for 2023 then 2.50% | |
| UK | 4.50% to Q4 2024, then 2.50% | 2.00% to Q4 2024, then 1.50% | |
| Canada | 4.75% to Q4 2024, then 2.50% | 3.50% to Q4 2024, then 1.75% | |
| Deposit rates | Australia | 4.75% to Q4 2024, then 3.50% | 3.25% to Q4 2024, then 3.00% |
| (p.a.) | Germany/ Netherlands | 3.25% to Q4 2024, then 2.00% | 0.50% to Q4 2024, then 1.00% |
| Norway | 4.75% to Q4 2024, then 2.75% | 2.00% to Q4 2024, then 2.00% | |
| US | 4.50% to Q4 2024, then 2.50% | 3.75% to Q4 2024, then 1.50% | |
| UK | 25.00% | 19.00% until March 2023 then 25.00% | |
| Canada(iii) | 23.00%/26.50%/27.00%/29.00% | 23.00%/26.50%/27.00%/29.00% | |
| Australia | 30.00% | 30.00% | |
| Corporate tax | Germany(iv) | 15.83% | 15. 83% |
| rates (p.a.) | |||
| Netherlands | 25.80% | 25.80% | |
| Norway | 22.00% | 22.00% | |
| US | 21.00% | 21.00% |
(i) On 25 November 2020, the UK Government announced the phasing out of RPI after 2030 to be replaced with CPIH. The Company’s UK portfolio indexation factor changes from RPI to CPIH
beginning on 1 January 2031.
(ii) CPI indexation only. Where investments are subject to a basket of indices, a projection for non-CPI indices is used.
(iii) Individual tax rates vary among Canadian provinces: Alberta; Ontario; Quebec; Northwest Territories; Saskatchewan; British Columbia; New Brunswick.
(iv) Including solidarity charge; individual local trade tax rates are considered in addition to the tax rate above.
Based on data from transactional activity, benchmark analysis with comparable companies and sectors, discussions with advisers in the relevant
markets, publicly available information gathered over the year and equity risk premium over government bond yields, we have increased the weighted
average discount rate to 7.3 per cent (31 December 2022: 6.9 per cent). This methodology calculates the weighted average based on the value of each
investment in proportion to the total portfolio value i.e. based on the net present value of their respective future cash flows. Furthermore, the Group,
with the advice of external experts, has considered the impact of climate change on the value of the investments at FVPL and has concluded that no
valuation adjustment was required.
122 BBGI Global Infrastructure S.A.
19. Fair value measurements and sensitivity analysis (continued)
Discount rate sensitivity
The weighted average discount rate applied to the Company’s portfolio of investments is the single most important judgement and variable.
The following table shows the sensitivity of the NAV to a change in the discount rate:
| +1% to 8.3% in 2023(i) | -1% to 6.3% in 2023(i) | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | (76,995) | (76,995) | 88,329 | 88,329 |
| 31 December 2022 | (87,101) | (87,101) | 100,702 | 100,702 |
(i) Based on the weighted average rate of 7.3 per cent (31 December 2022: 6.9 per cent).
Inflation has increased in all jurisdictions across BBGI’s geographies, and interest rates have risen from historical lows, although in some jurisdictions
these trends have reversed over the period. Should long-term interest rates change substantially further, this is likely to further affect discount rates,
and as a result, impact portfolio valuation.
Combined sensitivity: inflation, deposit rates and discount rates
It is reasonable to assume that macroeconomic movements would affect discount rates, deposit rates and inflation rates, and not be isolated to one
variable. To illustrate the effect of this combined movement on the Company’s NAV, two scenarios were created assuming a one percentage point
change in the weighted average discount rate, and a one percentage point change in both deposit and inflation rates above the macroeconomic
assumptions.
| Increase by 1% | Decrease by 1% | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | (16,344) | (16,344) | 19,915 | 19,915 |
| 31 December 2022 | (22,796) | (22,796) | n/a | n/a |
Inflation sensitivity
The Company’s investments are contractually entitled to receive contracted revenue streams from public sector clients, which are typically adjusted
every year for inflation. Facilities management subcontractors for accommodation investments and operating and maintenance subcontractors for
transport investments have similar indexation arrangements. The portfolio cash flows are positively linked with inflation (e.g. RPI, CPI, or a basket of
indices).
This inflation-linkage is achieved through contractual indexation mechanics in the various project agreements with the public sector clients at the
portfolio companies and the inflation adjustment updated at least annually.
The table below shows the sensitivity of the NAV to a change in inflation rates compared to the assumptions in the table above:
| +1% | -1% | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | 45,370 | 45,370 | (40,852) | (40,852) |
| 31 December 2022 | 51,508 | 51,508 | (45,524) | (45,524) |
Short-term inflation sensitivity
Inflation may continue to be elevated for the short-term before diminishing. To illustrate the effect of persistent higher short-term inflation on the
Company’s NAV, two scenarios were created assuming inflation is two percentage points above our assumptions for the next one, and three years.
| +2% | ||
| In thousands of Sterling | Equity | Profit or loss |
| Inflation +2% for one year | 11,667 | 11,667 |
| Inflation +2% for three years | 30,737 | 30,737 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 123
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Strategic report of the Management Board
19. Fair value measurements and sensitivity analysis (continued)
Foreign exchange sensitivity
As described above, a significant proportion of the Company’s underlying investments are denominated in currencies other than Sterling.
The following table shows the sensitivity of the NAV, to a change in foreign exchange rates:
| Increase by 10%(i) | Decrease by 10%(i) | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | (30,875) | (30,875) | 31,161 | 31,161 |
| 31 December 2022 | (23,665) | (23,665) | 31,488 | 31,488 |
(i) Sensitivity in comparison to the spot foreign exchange rates as at 31 December 2023 and considering the contractual and natural hedges in place, derived by applying a ten per cent increase or
decrease to the Sterling/foreign currency rate.
Deposit rate sensitivity
Portfolio Companies typically have cash deposits that are required to be maintained as part of the senior debt funding requirements (e.g. six-month
debt service reserve accounts and maintenance reserve accounts). The asset cash flows are positively correlated with the deposit rates.
The table below shows the sensitivity of the NAV to a percentage-point change in long-term deposit rates compared to the long-term assumptions in
the table above:
| +1 % | -1% | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | 21,029 | 21,029 | (21,674) | (21,674) |
| 31 December 2022 | 20,659 | 20,659 | (20,635) | (20,635) |
Lifecycle costs sensitivity
Lifecycle costs are the cost of planned interventions or replacing material parts of an asset to maintain it over the concession term. They involve larger
items that are not covered by routine maintenance and, for roads, it will include items such as replacement of asphalt, rehabilitation of surfaces, or
replacement of electromechanical equipment. Lifecycle obligations are generally passed down to the facility maintenance provider, with the exception
of transportation investments, where these obligations are typically retained by the Portfolio Company.
Of the 56 investments in the portfolio, 20 investments retain the lifecycle obligations. The remaining 36 investments have this obligation passed down
to the subcontractor.
The table below shows the sensitivity of the NAV to a change in lifecycle costs:
| Increase by 10%(i) | Decrease by 10%(i) | |||
| Effects in thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | (24,865) | (24,865) | 22,801 | 22,801 |
| 31 December 2022 | (25,956) | (25,956) | 23,459 | 23,459 |
(i) Sensitivity applied to the 20 investments in the portfolio that retain the lifecycle obligation i.e. the obligation is not passed down to the subcontractor.
Corporate tax rate sensitivity
The profits of each Portfolio Company are subject to corporation tax in the country where the Portfolio Company is located.
The table below shows the sensitivity of the NAV to a change in corporate tax rates compared to the assumptions in the table above:
| +1% | -1% | |||
| In thousands of Sterling | Equity | Profit or loss | Equity | Profit or loss |
| 31 December 2023 | (12,189) | (12,189) | 12,045 | 12,045 |
| 31 December 2022 | (11,150) | (11,150) | 11,011 | 11,011 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
124 BBGI Global Infrastructure S.A.
19. Fair value measurements and sensitivity analysis (continued)
Refinancing: senior debt rate sensitivity
Assumptions are used where a refinancing of senior debt is required for an investment during the remaining investment concession term. There is a
risk that such assumptions may not be achieved.
The table below shows the sensitivity of the NAV to a one percentage point increase in the forecasted debt rate.
| Margin +1% | ||
| In thousands of Sterling | Equity | Profit or loss |
| 2023 | (7,942) | (7,942) |
| 2022 | (9,051) | (9,051) |
Refinancing sensitivity relates to the Northern Territory Secure Facilities, as it is common practice in the Australian infrastructure market to have senior
debt durations that are typically between five and seven years. We assume three refinancings for the Northern Territory Secure Facilities, between the
fourth quarter of 2025 and the fourth quarter of 2038. Long-term interest rate hedges fully mitigate base rate risk, leaving exposure only to potential
changes in margin.
Derivative financial instruments
The fair value of derivative financial instruments (‘foreign exchange forwards’) is calculated by the difference between the contractual forward rate and
the estimated forward exchange rates at the maturity of the forward contract. The foreign exchange forwards are fair valued periodically by the
counterparty bank. The fair value of derivative financial instruments as of 31 December 2023 amounted to a net liability of £160,000 (31 December
2022: £5,808,000 – net liability). The counterparty bank has an S&P/Moody’s long-term credit rating of A+/A1.
During the year, the Group recognised the following net gains/(losses) on derivatives financial instruments at FVPL:
| Year ended | Year ended | |||
| 31 December 2023 | 31 December 2022 | |||
| In thousands of Sterling | Realised | Unrealised | Realised | Unrealised |
| Cash flow hedging | (913) | 10,146 | (3,779) | (7,547) |
| Balance sheet hedging | 13,371 | (4,497) | (12,550) | 1,978 |
| 12,458 | 5,649 | (16,329) | (5,569) | |
20. Subsidiaries
During the year ended 31 December 2023, the Company had the following consolidated subsidiaries (‘Holding Companies’ if referred to individually)
which are included in the consolidated financial statements:
| Effective | Year Acquired/ | ||
| Company | Country of Incorporation | Ownership Interest | Established |
| Luxembourg | Ultimate Parent | 2011 | |
| BBGI Management HoldCo S.à r. l. (‘MHC’) | Luxembourg | 100% | 2011 |
| BBGI Inv, S.à r. l. | Luxembourg | 100% | 2012 |
| BBGI Investments S.C.A. | Luxembourg | 100% | 2012 |
| BBGI Holding Limited | UK | 100% | 2012 |
| BBGI (NI) Limited | UK | 100% | 2013 |
| BBGI (NI) 2 Limited | UK | 100% | 2015 |
| BBGI CanHoldco Inc. | Canada | 100% | 2013 |
| BBGI Ireland Limited | Ireland | 100% | 2017 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 125
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20. Subsidiaries (continued)
The Company’s subsidiaries which are not consolidated, by virtue of the Company being an Investment Entity, and are accounted for as Investments at
FVPL, are as follows:
| Date | ||||
| Country of | Effective | Acquired/ | ||
| Company | Asset name | Incorporation | Ownership | Controlled |
| RW Health Partnership Holdings Pty Limited | Royal Women’s Hospital | Australia | 100% | 2012 |
| RWH Health Partnership Pty Limited | Royal Women’s Hospital | Australia | 100% | 2012 |
| RWH Finance Pty Limited | Royal Women’s Hospital | Australia | 100% | 2012 |
| Victorian Correctional Infrastructure Partnership Pty Limited | Victorian Correctional Facilities | Australia | 100% | 2012 |
| BBGI Guernsey Holding Limited(i) | Northern Territory Secure Facilities | Australia | 100% | 2013 |
| BBPI Sentinel Holdings Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2014 |
| BBPI Sentinel Holding Trust | Northern Territory Secure Facilities | Australia | 100% | 2014 |
| BBPI Sentinel Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2014 |
| BBPI Member Trust | Northern Territory Secure Facilities | Australia | 100% | 2014 |
| Sentinel Partnership Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| Sentinel UJV | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| Sentinel Financing Holdings Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| Sentinel Financing Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| Sentinel Finance Holding Trust | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| Sentinel Finance Trust | Northern Territory Secure Facilities | Australia | 100% | 2014 and 2015 |
| BBGI Sentinel Holdings 2 Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2015 |
| BBGI Sentinel Holding Trust 2 | Northern Territory Secure Facilities | Australia | 100% | 2015 |
| BBGI Sentinel 2 Pty Limited | Northern Territory Secure Facilities | Australia | 100% | 2015 |
| BBGI Sentinel Trust 2 | Northern Territory Secure Facilities | Australia | 100% | 2015 |
| BBGI Champlain Holding Inc. | Champlain Bridge | Canada | 100% | 2020 |
| BBGI SSLG Partner Inc. | Champlain Bridge | Canada | 100% | 2020 |
| Golden Crossing Holdings Inc. | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| Golden Crossing Finance Inc. | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| Golden Crossing Inc. | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| Global Infrastructure Limited Partnership | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| Golden Crossing General Partnership | Golden Ears Bridge | Canada | 100% | 2012 and 2013 |
| BBGI KVH Holdings Inc. | Kelowna & Vernon Hospitals | Canada | 100% | 2013 |
| BBGI KVH Inc. | Kelowna & Vernon Hospitals | Canada | 100% | 2013 |
| BBGI KVH Holdings 2 Inc. | Kelowna & Vernon Hospitals | Canada | 100% | 2020 |
| BBGI KVH 2 Inc. | Kelowna & Vernon Hospitals | Canada | 100% | 2020 |
| Infusion Health KVH General Partnership | Kelowna & Vernon Hospitals | Canada | 100% | 2013 and 2020 |
| BBGI 104 GP Inc. | Highway 104 | Canada | 100% | 2020 |
| WCP Holdings Inc. | Women’s College Hospital | Canada | 100% | 2013 |
| WCP Inc. | Women’s College Hospital | Canada | 100% | 2013 |
| WCP Investments Inc. | Women’s College Hospital | Canada | 100% | 2013 |
| Women’s College Partnership | Women’s College Hospital | Canada | 100% | 2013 |
| Stoney Trail Group Holdings Inc. | North East Stoney Trail | Canada | 100% | 2013 |
| Stoney Trail LP Inc. | North East Stoney Trail | Canada | 100% | 2013 |
| Stoney Trail Investments Inc. | North East Stoney Trail | Canada | 100% | 2013 |
| Stoney Trail Inc. | North East Stoney Trail | Canada | 100% | 2013 |
| Stoney Trail Global Limited Partnership | North East Stoney Trail | Canada | 100% | 2013 |
| Stoney Trail General Partnership | North East Stoney Trail | Canada | 100% | 2013 |
| BBGI NCP Holdings Inc. | North Commuter Parkway | Canada | 100% | 2015 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
126 BBGI Global Infrastructure S.A.
20. Subsidiaries (continued)
| Date | ||||
| Country of | Effective | Acquired/ | ||
| Company | Asset name | Incorporation | Ownership | Controlled |
| BBGI Stanton Holdings Inc. | Stanton Territorial Hospital | Canada | 100% | 2018 and 2020 |
| BBGI Stanton Partner 1 Inc. | Stanton Territorial Hospital | Canada | 100% | 2018 and 2020 |
| BBGI Stanton Partner 2 Inc. | Stanton Territorial Hospital | Canada | 100% | 2020 |
| Boreal Health Partnership | Stanton Territorial Hospital | Canada | 100% | 2018 and 2020 |
| PJB Beteiligungs GmbH | Burg Correctional Facilities | Germany | 100% | 2012 |
| Projektgesellschaft Justizvollzug Burg GmbH & Co. KG | Burg Correctional Facilities | Germany | 90% | 2012 |
| PJB Management GmbH | Burg Correctional Facilities | Germany | 100% | 2012 |
| Kreishaus Unna Holding GmbH | Unna Administrative Centre | Germany | 100% | 2012 and 2020 |
| Projekt und Betriebsgesellschaft Kreishaus Unna mbH | Unna Administrative Centre | Germany | 90% | 2012 and 2020 |
| BBGI PPP Investment S.à r.l. | A7 Motorway | Luxembourg | 100% | 2018 |
| De Groene Schakel Holding B.V. | Westland Town Hall | Netherlands | 100% | 2018 and 2019 |
| De Groene Schakel B.V. | Westland Town Hall | Netherlands | 100% | 2018 and 2019 |
| Noaber18 Holding B.V. | N18 Motorway | Netherlands | 52% | 2018, 2019 |
| and 2020 | ||||
| Noaber18 B.V. | N18 Motorway | Netherlands | 52% | 2018, 2019 |
| and 2020 | ||||
| Agder OPS Vegselskap AS | E18 Motorway | Norway | 100% | 2013 and 2014 |
| Bedford Education Partnership Holdings Limited | Bedford Schools | UK | 100% | 2012 |
| Bedford Education Partnership Limited | Bedford Schools | UK | 100% | 2012 |
| Lisburn Education Partnership (Holdings) Limited | Lisburn College | UK | 100% | 2012 |
| Lisburn Education Partnership Limited | Lisburn College | UK | 100% | 2012 |
| Clackmannanshire Schools Education Partnership (Holdings) | Clackmannanshire Schools | UK | 100% | 2012 |
| Limited | ||||
| Clackmannanshire Schools Education Partnership Limited | Clackmannanshire Schools | UK | 100% | 2012 |
| Primaria (Barking & Havering) Limited | Barking Dagenham & Havering (LIFT) | UK | 100% | 2012 |
| Barking Dagenham Havering Community Ventures Limited | Barking Dagenham & Havering (LIFT) | UK | 60% | 2012 |
| Barking & Havering LIFT (Midco) Limited | Barking Dagenham & Havering (LIFT) | UK | 60% | 2012 |
| Barking & Havering LIFT Company (No.1) Limited | Barking Dagenham & Havering (LIFT) | UK | 60% | 2012 |
| Scottish Borders Education Partnership (Holdings) Limited | Scottish Borders Schools | UK | 100% | 2012 |
| Scottish Borders Education Partnership Limited | Scottish Borders Schools | UK | 100% | 2012 |
| Coventry Education Partnership Holdings Limited | Coventry Schools | UK | 100% | 2012 |
| Coventry Education Partnership Limited | Coventry Schools | UK | 100% | 2012 |
| Fire Support (SSFR) Holdings Limited | Stoke & Staffs Rescue Service | UK | 85% | 2012 |
| Fire Support (SSFR) Limited | Stoke & Staffs Rescue Service | UK | 85% | 2012 |
| Highway Management M80 Topco Limited | M80 Motorway | UK | 100% | 2012 |
| Tor Bank School Education Partnership (Holdings) Limited | Tor Bank School | UK | 100% | 2013 |
| Tor Bank School Education Partnership Limited | Tor Bank School | UK | 100% | 2013 |
| Mersey Care Development Company 1 Limited | Mersey Care Hospital | UK | 100% | 2013 and 2014 |
| MG Bridge Investments Limited | Mersey Gateway Bridge | UK | 100% | 2014 |
| Lagan College Education Partnership (Holdings) Limited | Lagan College | UK | 100% | 2014 |
| Lagan College Education Partnership Limited | Lagan College | UK | 100% | 2014 |
| Highway Management (City) Holding Limited | M1 Westlink | UK | 100% | 2014 |
| Highway Management (City) Finance Plc | M1 Westlink | UK | 100% | 2014 |
| Highway Management (City) Limited | M1 Westlink | UK | 100% | 2014 |
| GB Consortium 1 Limited | North London Estates Partnership | UK | 100% | 2012, 2014 |
| (LIFT) | and 2018 | |||
| Liverpool & Sefton Clinics (LIFT) |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 127
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20. Subsidiaries (continued)
| Date | ||||
| Country of | Effective | Acquired/ | ||
| Company | Asset name | Incorporation | Ownership | Controlled |
| East Down Education Partnership (Holdings) Limited | East Down Colleges | UK | 100% | 2012 and 2018 |
| East Down Education Partnership Limited | East Down Colleges | UK | 100% | 2012 and 2018 |
| Blue Light Partnership (ASP) NewCo Limited(ii) | Avon & Somerset Police HQ | UK | 100% | 2014 and 2016 |
| Blue Light Partnership (ASP) Holdings Limited | Avon & Somerset Police HQ | UK | 100% | 2014, 2015 |
| and 2016 | ||||
| Blue Light Partnership (ASP) NewCo 2 Limited(ii) | Avon & Somerset Police HQ | UK | 100% | 2015 |
| GT ASP Limited(ii) | Avon & Somerset Police HQ | UK | 100% | 2015 |
| Blue Light Partnership (ASP) Limited | Avon & Somerset Police HQ | UK | 100% | 2014, 2015 |
| and 2016 | ||||
| Northwin Limited | North West Regional College | UK | 100% | 2015 |
| Northwin (Intermediate) (Belfast) Limited | Belfast Metropolitan College | UK | 100% | 2016 |
| Northwin (Belfast) Limited | Belfast Metropolitan College | UK | 100% | 2016 |
| Folera TH Holdings Limited | Poplar Affordable Housing & | Jersey | 100% | 2021 |
| Recreational Centres | ||||
| Folera Limited | Poplar Affordable Housing & | Jersey | 100% | 2021 |
| Recreational Centres | ||||
| Woodland View Holdings Co Limited | Ayrshire and Arran Hospital | UK | 100% | 2021 |
| Woodland View Intermediate Co Limited | Ayrshire and Arran Hospital | UK | 100% | 2021 |
| Woodland View Project Co Limited | Ayrshire and Arran Hospital | UK | 99% | 2021 |
| Fire and Rescue NW Holdings Limited | North West Fire and Rescue | UK | 100% | 2021 |
| Fire and Rescue NW Intermediate Limited | North West Fire and Rescue | UK | 100% | 2021 |
| Fire and Rescue NW Limited | North West Fire and Rescue | UK | 100% | 2021 |
| BBGI East End Holdings Inc. | Ohio River Bridges | US | 100% | 2014 |
(i) Accounted as part of Investment at FVPL starting at 1 July 2023
(ii) In the process of liquidation as at 31 December 2023
21. Related parties and key contracts
All transactions with related parties were undertaken on an arm’s length basis.
Supervisory Board fees
The members of the Supervisory Board of the Company were entitled to total fees of £315,000 for the year ended 31 December 2023 (2022: £260,000).
Directors' shareholding in the Company
| 31 December | 31 December | |
| In thousands of shares | 2023 | 2022 |
| Management Board | ||
| Duncan Ball | 1,071 | 871 |
| Frank Schramm(i) | 1,001 | 829 |
| Michael Denny | 650 | 504 |
| Supervisory Board | ||
| Sarah Whitney | 60 | 39 |
| June Aitken | 56 | 31 |
| Andrew Sykes | 40 | 40 |
| Christopher Waples | 17 | 17 |
| Jutta af Rosenborg | 8 | – |
| 2,903 | 2,331 |
(i) Retired on 31 January 2024
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
128 BBGI Global Infrastructure S.A.
21. Related parties and key contracts (continued)
Remuneration of the Management Board
The Management Board members are entitled to a fixed remuneration under their contracts and are also entitled to participate in a short-term
incentive plan and a long-term incentive plan. Compensation under their contracts is reviewed annually by the Remuneration Committee.
The total short-term and other long-term benefits recorded in the consolidated income statement for the Management Board, as the key management
personnel, are as follows:
In thousands of Sterling
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| Short-term benefits | 2,676 | 2,944 |
| Share-based payments | 1,750 | 1,536 |
| 4,426 | 4,480 |
Trade and other receivables
As at 31 December 2023, trade and other receivables include short-term receivables from non-consolidated subsidiaries amounting to £865,000 (2022:
£909,000).
22. Share-based compensation
Each of the members of the Management Board received award letters (‘2022 Award’, ‘2021 Award’, and ‘2020 Award’, respectively and referred
collectively as ‘Awards’) under the Group’s LTIP. These Awards are to be settled by MHC in the Company’s own shares. The Awards vest by reference to
a combination of performance measures including the increase in the Company’s Investment Basis NAV per share (‘NAV condition’), key climate-related
environmental metrics, including a reduction in corporate GHG emissions (Scopes 1, 2 & 3) (against a 2019 baseline) and progress in the
implementation of net zero targets related to BBGI Portfolio Companies (Financed Emissions) by value, in accordance with published targets related to
BBGI’s commitments as a signatory of the Net Zero Asset Managers Initiative decrease in Corporate Greenhouse Gas Emissions (‘GHG’) over the Return
Periods.
2020 Award
For 2020 awards, 100 per cent of the performance target will be subject to stretching NAV Total Return over a three-year period.
| Performance metric | Threshold performance | Target performance | Maximum performance |
| NAV Total Return | Dividend of 7.18p per annum to | Dividend growth of 2% per annum | Dividend growth of 2% per annum |
| (100% weighting) | 2023, and NAV per share maintained | to 2023; and 1% per annum NAV per | to 2023; and 2% per annum NAV per |
| from 31 December 2020 to 31 | share growth to 31 December 2023. | share growth to 31 December 2023. | |
| December 2023. |
2021 Award
For 2021 awards, 90 per cent of the performance target will be subject to stretching NAV Total Return targets over a three-year period.
10 per cent of the award will be linked to a reduction in corporate GHG emissions (Scope 1, 2 & 3) (against a 2019 baseline), a key climate-related ESG
metric linked to BBGI’s Net Zero Plan.
| Performance metric | Threshold performance | Target performance | Maximum performance |
| NAV Total Return | Dividend of 7.33p per annum to | Dividend growth of 2% per annum | Dividend growth of 2% per annum |
| (90% weighting) | 2024, and NAV per share maintained | to 2024; and 1% per annum NAV per | to 2024; and 2% per annum NAV per |
| from 31 December 2021 to 31 | share growth to 31 December 2024. | share growth to 31 December 2024. | |
| December 2024. | |||
| ESG – percentage of | GHG emissions as a percentage of 2019 baseline (as at 31 December 2024) | ||
| Corporate GHG emissions | |||
| (Scope 1, 2 & 3) | 77% | 75% | 72% |
| (10% weighting) | |||
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 129
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
22. Share-based compensation (continued)
2022 Award
For the 2022 award, 80 per cent of the performance target will be subject to stretching NAV Total Return targets over a three-year period.
20 per cent of the award will be linked to key climate-related ESG metrics, comprising (i) 10 per cent linked to a reduction in corporate GHG emissions
(Scopes 1, 2 & 3) (against a 2019 baseline) and (ii) 10 per cent linked to progress in the implementation of net zero targets related to BBGI Portfolio
Companies (Financed Emissions) by value, in accordance with published targets related to BBGI’s commitments as a signatory of the Net Zero Asset
Managers Initiative.
| Performance metric | Threshold performance | Target performance | Maximum performance |
| NAV growth per share + dividends paid | |||
| (expressed as a percentage of opening | 15% | 17% | 22% |
| NAV) | |||
| (80% of weighting) | |||
| ESG – percentage of | GHG emissions as a percentage of 2019 baseline (as at 31 December 2025) | ||
| Corporate GHG emissions | |||
| (Scope 1, 2 & 3) | 73% | 70% | 67% |
| (10% weighting) | |||
| ESG – the implementation of net zero | The percentage of asset by value meeting the criteria for ‘net zero’, ‘aligned’ or ‘aligning’ | ||
| plans across BBGI assets (by value) | |||
| (10% weighting) | 23% | 26% | 30% |
The fair value of the equity instruments awarded to the Management Board was determined using the following key parameters:
| 2022 Award | 2021 Award | 2020 Award | |
| Share price at grant date | £1.550 | £1.760 | £1.700 |
| Maturity | 3 years | 3 years | 3 years |
| Annual target dividend (2025) | £0.0793 | – | – |
| Annual target dividend (2024) | £0.0840 | £0.0771 | – |
| Annual target dividend (2023) | £0.0793 | £0.0755 | £0.0733 |
| Annual target dividend (2022) | – | £0.0741 | £0.0733 |
| Annual target dividend (2021) | – | – | £0.0733 |
The Group also has issued restricted share awards to selected employees. The restricted share award entitles the employee to a right to receive shares
in the Company upon meeting a service condition.
The fair value of the awards and amounts recognised as additional paid in capital in the Group’s consolidated statement of financial position are as
follows:
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| 2022 Award | 407 | – |
| 2021 Award | 707 | 354 |
| 2020 Award | 1,036 | 691 |
| 2019 Award | – | 445 |
| Deferred STIP | 519 | 708 |
| Staff Award Plan | 444 | 304 |
| Amount recognised in additional paid-in capital | 3,113 | 2,502 |
During the year ended 31 December 2023, the 2019 Award vested, resulting in a gross entitlement before tax, of 330,253 shares. A portion of the 2019
Award was settled in cash in order to realise sufficient funds to settle resulting tax liabilities arising from the vesting, with only the net number of shares
being issued to each individual. The total accrued amount under the 2019 Award as at 31 December 2022 was £445,000. This amount was transferred
from Additional paid in capital to Share capital at the settlement date plus an adjustment of £124,000 for the non-market based performance
condition.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
130 BBGI Global Infrastructure S.A.
22. Share-based compensation (continued)
The share-based compensation expenses amount recognised as part of ‘administrative expenses’ in the Group’s consolidated income statement are
as follows:
| Year ended | Year ended | |
| 31 December | 31 December | |
| In thousands of Sterling | 2023 | 2022 |
| 2022 Award | 407 | – |
| 2021 Award | 353 | 354 |
| 2020 Award | 345 | 345 |
| 2019 Award | 123 | 148 |
| 2018 Award | – | (28) |
| Deferred STIP | 522 | 718 |
| Staff Award Plan | 288 | 200 |
| Amount recognised in administrative expenses | 2,038 | 1,737 |
Deferred STIP
One-third of any bonus earned under the STIP is being deferred into shares for three year holding period. The deferral component of the STIP differs
from the Company’s share-based compensation in that there are no further vesting conditions on this earned bonus.
The Deferred STIP is valued at one-third of the anticipated outcome of the annual bonus for the Management Board. The total value of the Deferred
STIP as at 31 December 2023 was £519,000 (31 December 2022: £708,000).
23. Commitments and contingencies
The Group has engaged, in the ordinary course of business, the services of certain entities to provide legal, custodian, audit, tax and other services to
the Company. The expenses incurred in relation to such are treated as legal and professional fees under the administrative expenses grouping in the
consolidated income statement.
As at 31 December 2023, the Group had utilised £1.4 million (31 December 2022: £1.3 million) of the £230 million RCF to cover letters of credit. Refer to
Note 16 for further details on the RCF.
The BBGI Luxembourg office is leased under a cancellable operating lease agreement. The expenses incurred in relation to such lease are recognised as
office and other expenses under administrative expenses (see Note 6).
24. Service Concession Agreements
As at 31 December 2023, the Group has a portfolio of 56 assets (see Note 9), with a weighted average portfolio life of 20.2 years. The Group has a
diverse asset mix from which the service concession receivables are derived. All assets are availability-style. The rights of both the concession provider
and concession operator are stated within the specific asset agreement.
The following table summarises the main information about the Group’s outstanding service concession agreements, which are all classified as
availability-style social infrastructure:
| Period of Concession | |||||
| % Equity | (Operational Phase) | ||||
| Asset Name | Owned | Short Description of Concession Arrangement | Phase | Start Date | End Date |
| Kicking Horse Canyon | 50% | Design, build, finance and operate a 26 km stretch of the Trans- | Operational | September | October 2030 |
| Canada Highway, a vital gateway to British Columbia. | 2007 | ||||
| Golden Ears Bridge | 100% | Design, build, finance and operate the Golden Ears Bridge that spans | Operational | June 2009 | June 2041 |
| the Fraser River and connects Maple Ridge and Pitt Meadows to | |||||
| Langley and Surrey, near Vancouver, British Columbia. | |||||
| Northwest Anthony | 50% | Partly design, build, finance and operate a major transport | Operational | November | October 2041 |
| Henday Drive | infrastructure asset in Canada, a ring road through Edmonton, capital | 2011 | |||
| of the province of Alberta. | |||||
| M80 Motorway | 50% | Design, build, finance and operate 18 km of dual two/three lane | Operational | July 2011 | September |
| motorway with associated slip roads and infrastructure from Stepps | 2041 | ||||
| in North Lanarkshire to Haggs in Falkirk (Scotland). | |||||
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 131
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
24. Service Concession Agreements (continued)
| Period of Concession | |||||
| % Equity | (Operational Phase) | ||||
| Asset Name | Owned | Short Description of Concession Arrangement | Phase | Start Date | End Date |
| E18 Motorway | 100% | Design, build, finance, operate and maintain a 38 km dual | Operational | August 2009 | August 2034 |
| carriageway in Norway, including 75 bridges and structures and 75 | |||||
| km of secondary roads, carving through a rugged and beautiful | |||||
| landscape between Grimstad and Kristiansand. | |||||
| North East Stoney Trail | 100% | Design, build, finance, operate and maintain a 21 km section of | Operational | November | October 2039 |
| highway, forming part of a larger ring road developed in Calgary, | 2009 | ||||
| Alberta, Canada. | |||||
| Ohio River Bridges | 67% | Design, build, finance, operate and maintain East End Bridge asset | Operational | December | December |
| which includes a cable-stay bridge, a tunnel, and the connecting | 2016 | 2051 | |||
| highway with a total length of 8 miles crossing the Ohio river in the | |||||
| greater Louisville-Southern Indiana region. | |||||
| Mersey Gateway Bridge | 38% | Design, build, finance, operate and maintain a new circa 1 km long | Operational | October 2017 | March 2044 |
| six-lane toll cable-stay bridge (three towers) over the Mersey river to | |||||
| relieve the congested and ageing Silver Jubilee Bridge and upgrading | |||||
| works for 9.5 km of existing roads and associated structures. | |||||
| M1 Westlink | 100% | Design, build, finance, operate and maintain with significant amount | Operational | February | October 2036 |
| of construction work completed in 2009 to upgrade key sections of | 2006 | ||||
| approx. 60 km of motorway through Belfast and its vicinity, including | |||||
| O&M of the complete motorway. | |||||
| North Commuter | 50% | Design, build, finance, operate and maintain two new arterial | Operational | October 2018 | September |
| Parkway | roadways and a new river crossing located in the north area of | 2048 | |||
| Saskatoon, Saskatchewan, Canada, and design, construct, finance, | |||||
| operate and maintain a replacement river crossing located in | |||||
| Saskatoon’s downtown core. | |||||
| Canada Line | 27% | Design, build, finance, operate and maintain a 19 km rapid transit line | Operational | August 2009 | July 2040 |
| connecting the cities of Vancouver and Richmond with Vancouver | |||||
| International Airport in British Columbia, Canada. | |||||
| South East Stoney Trail | 40% | Design, build, finance, operate and maintain a 25 km section of | Operational | November | September |
| highway, forming part of a larger ring road developed in Calgary, | 2013 | 2043 | |||
| Alberta, Canada. | |||||
| William R. Bennett | 80% | Design, build, finance, operate and maintain a 1.1 km long floating | Operational | May 2008 | June 2035 |
| Bridge | bridge in Kelowna, British Columbia, Canada. | ||||
| A1/A 6 Motor way | 37% | Design, build finance operate and maintain the enlargement of the | Operational | July 2017 | June 2042 |
| A1/A6 in the Netherlands, which involves the reconstruction and | |||||
| widening of this 2x5 lanes motorway plus 2 reversible direction lanes. | |||||
| The asset involves some 90 engineering structures. | |||||
| N18 Motor way | 52% | Design, build, finance operate and maintain the extension of the N18 | Operational | April 2018 | April 2043 |
| motorway between Varsseveld and Enschede in the eastern part of | |||||
| the Netherlands. It comprises of 15 km of existing and 27 km of a new | |||||
| 2x2-lane motorway with more than 30 ecological passages, aiming at | |||||
| a reduction in traffic in certain villages and safety improvement. | |||||
| Highway 104 | 50% | Design, build, finance, operate and maintain PPP following | Operational | May 2020 | August 2043 |
| completion of construction. The project consists of the construction | |||||
| of a four-lane divided highway corridor beginning at the end of the | |||||
| existing divided highway east of New Glasgow near Exit 27 at | |||||
| Sutherlands River and running for a distance of approximately 38 km | |||||
| to the existing divided highway just west of the Addington Fork | |||||
| Interchange (Exit 31) at Antigonish. | |||||
| Champlain Bridge | 25% | Design, construction, financing, operation, maintenance, and | Operational | December | October 2049 |
| rehabilitation of a new bridge spanning the St. Lawrence River | 2020 | ||||
| between Montreal and Brossard, Quebec. | |||||
| Victorian Correctional | 100% | Design, build, finance, operate, and maintain for a period of 25 years, | Operational | March 2006 | May 2031 |
| Facilities | two new correctional facilities for the State of Victoria, Australia (MCC | (MRC)/ | |||
| and MRC). | February | ||||
| 2006 (MCC) | |||||
132 BBGI Global Infrastructure S.A.
24. Service Concession Agreements (continued)
| Period of Concession | |||||
| % Equity | (Operational Phase) | ||||
| Asset Name | Owned | Short Description of Concession Arrangement | Phase | Start Date | End Date |
| Burg Correctional | 90% | Design, build, finance, operate, and maintain for a concession period | Operational | May 2009 | April 2034 |
| Facilities | of 25 years, a new correctional facility for the state of Saxony-Anhalt, | ||||
| Germany. | |||||
| Avon and Somerset | 100% | Design, build, finance, operate and maintain four new build police | Operational | July 2014/ | March 2039 |
| Police HQ | and custody facilities in the Avon and Somerset region (UK). | July 2015 | |||
| Northern Territory | 100% | Design, build, finance, operate and maintain a new correctional | Operational | November | June 2044 |
| Secure Facilities | facility, located near Darwin, including three separate centres of the | 2014 | |||
| 1,048 bed multi-classification men’s and women’s correctional centre | |||||
| and 24-bed Complex Behaviour Unit. | |||||
| Bedford Schools | 100% | Design, build, finance, operate and maintain the redevelopment of | Operational | June 2006 | December |
| two secondary schools in the County of Bedfordshire. | 2035 | ||||
| Coventry Schools | 100% | Design, build, finance, operate and maintain one new school and | Operational | In stages | December |
| community facilities for the Coventry City Council. | from March | 2034 | |||
| 2006 to June | |||||
| 2009 | |||||
| Kent Schools | 50% | Design, build, finance, operate and maintain the redevelopment, | Operational | June 2007 | September |
| which included the construction of new build elements for each | 2035 | ||||
| academy as well as extensive reconfiguration and refurbishment of | |||||
| six academies. | |||||
| Scottish Borders | 100% | Design, build, finance, operate and maintain three new secondary | Operational | July 2009 | November |
| Schools | schools for Scottish Borders Council. | 2038 | |||
| Clackmannanshire | 100% | Design, build, finance, operate and maintain the redevelopment of | Operational | In stages | March 2039 |
| Schools | three secondary schools in Clackmannanshire, Scotland. | from January | |||
| to May 2009 | |||||
| East Down Colleges | 100% | Design, build, finance, operate and maintain the three East Down | Operational | June 2009 | May 2036 |
| Colleges campuses in Northern Ireland. | |||||
| Lisburn College | 100% | Design, build, finance, operate and maintain Lisburn College in | Operational | April 2010 | May 2036 |
| Northern Ireland. | |||||
| Tor Bank School | 100% | Design, build, finance, operate and maintain a new school for pupils | Operational | October 2012 | October 2037 |
| with special education needs in Northern Ireland. | |||||
| Lagan College | 100% | Design, build, finance operate and maintain the redevelopment of | Operational | August 2013 | June 2038 |
| Lagan College in Northern Ireland. | |||||
| Cologne Schools | 50% | Design, build, finance operate and maintain the redevelopment of | Operational | April 2005 | December |
| five schools in Cologne. | 2029 | ||||
| Rodenkirchen Schools | 50% | Design, build, finance operate and maintain a school for approx. 1200 | Operational | November | November |
| pupils in Cologne. | 2007 | 2034 | |||
| Frankfurt Schools | 50% | Design, build, finance operate and maintain the redevelopment of | Operational | August 2007 | July 2029 |
| four schools in Frankfurt. | |||||
| North West Regional | 100% | Design, build, finance, operate and maintain the North West Regional | Operational | February | January 2026 |
| College | College educational campus in Northern Ireland. | 2001 | |||
| Belfast Metropolitan | 100% | Design, build, finance, operate and maintain the Belfast Metropolitan | Operational | September | August 2027 |
| College | educational campus in Northern Ireland. | 2002 | |||
| Westland Town Hall | 100% | Design, build, finance, operate and maintain Westland Town Hall, a | Operational | August 2017 | August 2042 |
| PPP accommodation asset consisting of a new approximately | |||||
| 11,000m2 town hall for the Dutch Municipality of Westland. | |||||
| Gloucester Royal | 50% | Design, build, finance, operate and maintain a hospital scheme in | Operational | April 2005 | February |
| Hospital | Gloucester, UK. | 2034 | |||
| Liverpool and Sefton | 60% | Design, build, finance, operate and maintain the primary healthcare | Operational | In 7 tranches | In 7 tranches |
| Clinics (LIFT) | facilities in Liverpool and Sefton, UK. | starting April | starting April | ||
| 2005 and | 2033 and | ||||
| ending | ending | ||||
| February | February | ||||
| 2013 | 2043 | ||||
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 133
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
24. Service Concession Agreements (continued)
| Period of Concession | |||||
| % Equity | (Operational Phase) | ||||
| Asset Name | Owned | Short Description of Concession Arrangement | Phase | Start Date | End Date |
| North London Estates | 60% | Design, build, finance, operate and maintain the primary healthcare | Operational | In 4 tranches | In 4 tranches |
| Partnership (LIFT) | facilities of the Barnet, Enfield and Haringey LIFT programme, UK. | starting | starting | ||
| February | October 2030 | ||||
| 2006 and | and ending | ||||
| ending June | June 2043 | ||||
| 2013 | |||||
| Barking Dagenham & | 60% | Design, build, finance, operate and maintain 10 facilities/clinics in East | Operational | In 3 tranches | In 3 tranches |
| Havering (LIFT) | London, UK with asset construction completions between 2005 and | starting | starting | ||
| 2009. | October | September | |||
| 2005 and | 2030 and | ||||
| ending | ending | ||||
| October | September | ||||
| 2008 | 2033 | ||||
| Royal Women’s | 100% | Design, build, finance, operate and maintain a new nine-storey Royal | Operational | June 2008 | June 2033 |
| Hospital | Women’s Hospital in Melbourne. | ||||
| Mersey Care Hospital | 80% | Design, build, finance, operate and maintain a new mental health | Operational | December | December |
| (part of Liverpool Sefton | in-patient facility on the former Walton hospital site in Liverpool, UK. | 2014 | 2044 | ||
| Clinics (LIFT) above) | |||||
| Kelowna and Vernon | 100% | Design, build, finance, operate and maintain a new Patient Care | Operational | January 2012 | August 2042 |
| Hospitals | Tower, a new University of British Columbia Okanagan Clinical | ||||
| Academic Campus and car park at Kelowna General Hospital, and a | |||||
| new Patient Care Tower at Vernon Jubilee Hospital. | |||||
| Women’s College | 100% | Design, build, finance, operate and maintain the new Women’s | Operational | May 2013 | May 2043 |
| Hospital | College Hospital in Toronto, Ontario, Canada. | (Phase 1), | |||
| September | |||||
| 2015 (Phase | |||||
| 2), March | |||||
| 2016 (final | |||||
| completion). | |||||
| Restigouche Hospital | 80% | Design, build, finance, operate and maintain the new Psychiatric Care | Operational | June 2015 | October |
| Centre | Centre in Restigouche, New Brunswick, Canada. | 2044 | |||
| McGill University Health | 40% | Design, build, finance, operate and maintain the new McGill | Operational | October 2014 | September |
| Centre | University Health Centre, Montreal, Canada. | 2044 | |||
| Stanton Territorial | 100% | Design, build, finance, operate and maintain the new Stanton | Operational | December | October |
| Hospital | Territorial Hospital, Yellowknife, Northwest Territories, Canada. | 2018 | 2048 | ||
| Stoke & Staffs Rescue | 85% | Design, build, finance, operate and maintain 10 new community fire | Operational | November | October 2036 |
| Service | stations in Stoke-on-Trent and Staffordshire, UK. | 2011 | |||
| Unna Administrative | 90% | Design, build, finance, operate and maintain the administration | Operational | July 2006 | July 2031 |
| Centre | building of the Unna District in Rhine-Westphalia, Germany. | ||||
| Fürst Wrede Barracks | 50% | Design, build, finance, operate and maintain the refurbishment and | Operational | March 2008 | March 2028 |
| new construction of a 32 hectare army barracks in Munich, Germany. | |||||
| Poplar Affordable | 100% | Design, construction, financing, operation, maintenance, and | Operational | October 2015 | July 2051 |
| Housing & Recreational | rehabilitation of separate buildings. | ||||
| Centres | |||||
| Aberdeen Western | 33% | Design, construction, financing, operations, and maintenance of 12 | Operational | May 2018 | November |
| Peripheral Route | km of the existing roadway (upgraded) and 47 km of new dual | 2047 | |||
| carriageway including two significant river crossings. | |||||
| Ayrshire and Arran | 100% | Design, construction, financing and maintenance of a 206-bed acute | Operational | March 2016 | March 2041 |
| Hospital | mental health facility and community hospital in Irvine, North | ||||
| Ayrshire, Scotland. | |||||
| North West Fire and | 100% | Design, construction, financing, maintenance, and rehabilitation of 16 | Operational | June 2013 | July 2038 |
| Rescue | new community fire stations in the North West of England. | ||||
134 BBGI Global Infrastructure S.A.
24. Service Concession Agreements (continued)
| Period of Concession | |||||
| % Equity | (Operational Phase) | ||||
| Asset Name | Owned | Short Description of Concession Arrangement | Phase | Start Date | End Date |
| John Hart Generating | 80% | Design, construction, financing, maintenance and rehabilitation of a | Operational | June 2019 | October 2033 |
| Station | new three-turbine, 132-MW hydroelectric power generation station | ||||
| on the Campbell River, British Columbia, including a 3 generating unit | |||||
| underground powerhouse, 2.1 kilometers of water passage tunnels | |||||
| and a water bypass system to protect downstream fish habitat. | |||||
| A7 Motorway | 49% | Expansions and upgrades to certain critical sections of the A7 | Operational | December | August 2044 |
| Motorway and consists of the design, construction, financing, | 2019 | ||||
| operation, maintenance, and rehabilitation of 65 km widening from | |||||
| four to six lanes of a section of the A7 Motorway between | |||||
| Bordesholm and Hamburg. The project includes 11 interchanges, six | |||||
| parking facilities, four rest areas, 79 civil engineering structures, | |||||
| c.100,000 m2 noise barriers and a c.550-metre noise enclosure tunnel. | |||||
25. Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2024 and earlier application is
permitted; however, the Group has not early adopted any of the forthcoming new or amended standards in preparing these financial statements.
The Group intends to adopt these new and amended standards, if applicable, when they become effective. The adoption of the below new standard is
not expected to have a significant impact on the Group’s financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
The amendments specify the requirements for classifying liabilities as current or non-current and clarify:
– What is meant by a right to defer settlement
– That a right to defer must exist at the end of the reporting period
– That classification is unaffected by the likelihood that an entity will exercise its deferral right
– That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively.
26. Events after the end of the reporting period
Dividend declaration
In February 2024, the Company declared a 2nd interim dividend of 3.965 pence per share for qualifying shareholders for the period 1 July – 31
December 2023. The dividend is expected to be paid in April 2024.
Grant of Share Awards under LTIP
In February 2024, each of the members of the Management Board received an award letter (‘2023 Award’). The maximum number of shares that could
be issued under this award was determined by using the average closing price of the Company’s share price during December 2023, as ascertained
from the Official List, which was 134.31 pence per share. Subject to the achievement of the performance conditions, the awards will vest after 31
December 2026.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 135
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Audit Report
To the Shareholders of BBGI Global Infrastructure S.A.
Our opinion
In our opinion, the accompanying financial statements give a true and fair view of the financial position of BBGI Global Infrastructure S.A. (the
“Company”) as at 31 December 2023, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting
Standards as adopted by the European Union.
What we have audited
The Company’s financial statements comprise:
• the statement of financial position as at 31 December 2023;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on
Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the
audit of the financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the financial statements. We have fulfilled our other ethical responsibilities
under those ethical requirements.
136 BBGI Global Infrastructure S.A.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Impairment of Investment in subsidiary and loans
receivable from subsidiary:
Refer to the financial statements (Note 3.e),
impairment testing for investments and loans and
receivables from subsidiary; Note 13 and Note
14).
Investment in subsidiary and loan receivables
from subsidiary are measured at cost less
accumulated impairment losses. Their carrying
amounts are GBP 354 million and GBP 243
million, respectively, and they are the most
significant balances on the statement of financial
position.
The impairment assessment of the investment in
the subsidiary and the determination of expected
credit loss (ECL) for loans receivable from
subsidiary is linked to the fair value of the
underlying investments which are mainly made of
social infrastructure investments through public
private partnership and/or public finance
initiatives or similar procurement models
(“investments”) generating long-term predictable
cash flows.
The valuation of the investments is determined
using the discounted cash flow methodology. It
relies on significant unobservable inputs and
requires significant judgments from the
Management Board. A small change in these
assumptions could result in a significant impact
on the fair value of the investments. As a
consequence, there is an inherent risk that the fair
value of these investments may not be
appropriate.
Taking this into account, coupled with the
magnitude of the amounts involved, we consider
this area as a key audit matter.
In assessing the impairment of investment in subsidiary and loans receivable from subsidiary, we
performed the procedures outlined below.
We assessed that the accounting policy in relation with the impairment of the investment in
subsidiary and loans receivable from subsidiary was in compliance with the applicable
accounting framework.
We understood and evaluated the design and implementation of key controls in place around
the impairment of the investment in subsidiary and loans receivable from subsidiary.
We obtained the management’s impairment assessment of the investment in subsidiary and
loans receivable from subsidiary and performed an overall assessment to challenge the criteria
and inputs used in the impairment analysis, as well as the assumptions and models used to
calculate the ECL.
In addition, considering that the impairment of the investment in subsidiary and loans receivable
from subsidiary is linked to the fair value of the underlying investments, we obtained substantive
audit evidence over the valuation of the underlying investments as follows:
- We tested key controls performed in the valuation process of investments in relation to the
financial data included in the valuation models, the “look back” comparison of the forecast vs
actual cash flows for the previous financial year, as well as other investment model review
controls.
- We inquired into the qualification of Management Board and its internal valuation team and
concluded that they have sufficient experience and expertise.
- We obtained the overall fair value reconciliation of opening to closing fair value of the
underlying investments and corroborated significant fair value movements during the year,
thereby assessing the reasonableness and completeness of the movement for the year.
- With the support of our own valuation experts, we assessed that the Group’s valuation
methodology was in compliance with the International Private Equity and Venture Capital
Valuation Guidelines and market practice based on our knowledge of the investments held
by the Group and experience of the industry in which the Group operates.
- For a sample of assets selected via risk and value-based targeted sampling of the
investments by value, we assessed that the key macroeconomic assumptions such as
inflation, deposit rates, corporate tax rates, base discount rate setting were appropriate and/
or within acceptable ranges based on market search. We also checked that the selected asset
specific discount rates were within acceptable ranges.
- We obtained and read the valuation report prepared by Management’s external valuation
experts which confirmed that the portfolio value prepared by the Management Board was
appropriate.
- Finally, for the entire portfolio, we obtained external confirmation over the existence and
percentage of ownership of the investments held by the Group.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2023 137
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the annual report but does
not include the financial statements and our audit report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management Board and those charged with governance for the financial statements
The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting
Standards as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management Board is 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 Management Board either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the financial statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management Board;
• conclude on the appropriateness of the Management Board’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as
a going concern;
• evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
138 BBGI Global Infrastructure S.A.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
The annual report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 28 April 2023 and the duration of our
uninterrupted engagement, including previous renewals and reappointments, is one year.
PricewaterhouseCoopers, Société coopérative
Represented by
Emanuela Sardi
Luxembourg, 27 March 2024
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2023 139
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Company Statement of Comprehensive Income
For the year ended 31 December 2023
In thousands of Sterling Notes 2023 2022
Administrative expenses 5 (10,525) (11,617)
Other operating expenses 6 (3,517) (22,748)
Other operating income 7 19,761 4,883
Results from operating activities 5,719 (29,482)
Net finance result 8 20,563 21,496
Profit/(loss) before tax 26,282 (7,986)
Tax expense 9 (532) (515)
Profit/(loss) for the year 25,750 (8,501)
Other comprehensive income for the year – –
Total comprehensive income/(loss) for the year 25,750 (8,501)
The accompanying notes form an integral part of the Company’s financial statements.
140 BBGI Global Infrastructure S.A.
Company Statement of Financial Position
As at 31 December 2023
In thousands of Sterling Notes 2023 2022
Assets
Property and equipment 61 73
Loans receivable from subsidiary 13 233,673 243,212
Investment in subsidiary 13 354,233 354,233
Non-current assets 587,967 597,518
Loans receivable from subsidiary 13 – 37,663
Interest and other receivables from subsidiary 13 10,750 11,164
Other current assets 895 733
Cash and cash equivalents 10 4,710 18,738
Current assets 16,355 68,298
Total assets 604,322 665,816
Equity
Share capital 11 854,669 852,391
Retained earnings (251,673) (222,400)
Equity attributable to the owners of the Company 602,996 629,991
Liabilities
Trade and other payables 1,326 1,200
Advances from subsidiary 13 – 34,496
Tax liabilities 9 – 116
Current liabilities 1,326 35,825
Total liabilities 1,326 35,825
Total equity and liabilities 604,322 665,816
Net asset value attributable to the owners of the Company 11 602,996 629,991
Net asset value per ordinary share (pence) 11 84.35 88.32
The accompanying notes form an integral part of the Company’s financial statements.
Annual Report 2023 141
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Company Statement of Changes in Equity
For the year ended 31 December 2023
In thousands of Sterling Notes
Share
Capital
Retained
Earnings
Total
Equity
Balance as at 31 December 2022 852,391 (222,400) 629,991
Total comprehensive income for the year – 25,750 25,750
Transactions with the owners of the Company recognised directly in equity
Cash dividends 11 – (53,487) (53,487)
Scrip dividends 11 1,536 (1,536) –
Shares issued on behalf of a subsidiary 11 787 – 787
Share issuance costs 11 (45) – (45)
Balance as at 31 December 2023 854,669 (251,673) 602,996
In thousands of Sterling Notes
Share
Capital
Retained
Earnings
Total
Equity
Balance as at 1 January 2022 850,355 (161,124) 689,231
Total comprehensive loss for the year – (8,501) (8,501)
Transactions with the owners of the Company recognised directly in equity
Cash dividends 11 – (51,683) (51,683)
Scrip dividends 11 1,092 (1,092) –
Shares issued on behalf of a subsidiary 11 971 – 971
Share issuance costs (27) – (27)
Balance as at 31 December 2022 852,391 (222,400) 629,991
The accompanying notes form an integral part of the Company’s financial statements.
142 BBGI Global Infrastructure S.A.
Company Statement of Cash Flows
For the year ended 31 December 2023
In thousands of Sterling Notes 2023 2022
Operating activities
Profit/(loss) for the year 25,750 (8,501)
Adjustments for:
Net finance result 8 (20,563) (21,496)
Foreign currency exchange loss/(gain) – net 6,7 3,352 (4,883)
Tax expense 9 532 515
Depreciation 16 3
Working capital adjustments:
Advances/other receivables from subsidiary (10,825) 19,475
Other current assets (162) (407)
Trade and other payables 273 53
Cash used in operating activities (1,627) (15,241)
Interest received 365 24
Taxes paid (661) (502)
Net cash flows used in operating activities (1,923) (15,719)
Investing activities
Loan repayment from subsidiary 21,148 59,557
Loans provided to subsidiary (200) –
Investment in subsidiary 13 – (3,780)
Interest received 20,502 19,134
Acquisition of property and equipment (9) (69)
Net cash flows from investing activities 41,441 74,842
Financing activities
Equity instruments issue costs 11 (45) (27)
Dividends paid 11 (53,487) (51,683)
Net cash flows used in financing activities (53,532) (51,710)
Net increase/(decrease) in cash and cash equivalents (14,014) 7,413
Impact of foreign exchange on cash and cash equivalents (14) 14
Cash and cash equivalents as at 1 January 10 18,738 11,311
Cash and cash equivalents as at 31 December 10 4,710 18,738
The accompanying notes form an integral part of the Company’s financial statements.
Annual Report 2023 143
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Notes to the Company Financial Statements
For the year ended 31 December 2023
1. Corporate information
BBGI Global Infrastructure S.A., (‘BBGI’, or the ‘Company’) is an investment company incorporated in Luxembourg in the form of a public limited liability
company (société anonyme) with variable share capital (société d’investissement à capital variable, or ‘SICAV’) and regulated by the Commission de
Surveillance du Secteur Financier (‘CSSF’) under Part II of the amended Luxembourg law of 17 December 2010 on undertakings for collective
investments with an indefinite life. The Company qualifies as an alternative investment fund within the meaning of Article 1 (39) of the amended law of
12 July 2013 on alternative investment fund managers (‘2013 Law’) implementing Directive 2011/61/EU of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009
and (EU) No 1095/2010 and is authorised as an internal alternative investment fund manager in accordance with Chapter 2 of the 2013 Law. The
Company was admitted to the official list of the UK Listing Authority (premium listing, closed-ended investment fund) and to trading on the main
market of the London Stock Exchange on 21 December 2011.
As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the MiFID II). As a
result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements
in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the
Transparency Directive) as implemented in the Luxembourg law by the act dated 11 January 2008 on transparency requirements for issuers (the
Transparency Act 2008), among other texts, does not apply to the Company.
The Company’s registered office is 6E, route de Treves, L-2633 Senningerberg, Luxembourg and is registered with the Registre de Commerce et des
Sociétés Luxembourg under the number B163 879.
The Company is a closed-ended investment company that invests, through its subsidiaries, principally in a diversified portfolio of operational Public-
Private Partnership (‘PPP’)/Private Finance Initiative (‘PFI’) infrastructure or similar style assets (‘Investment portfolio’). As at 31 December 2023, the
Company has no indirectly held investment that is under construction (31 December 2022: one).
The Company had no employees as at 31 December 2023 and 2022, respectively.
Reporting period
The Company´s reporting period runs from 1 January to 31 December each year. The Company´s statement of comprehensive income, statement of
financial position, statement of changes in equity and statement of cash flows include comparative figures as at 31 December 2022.
The amounts presented as ‘non-current’ in the Company´s statement of financial position are those expected to be recovered or settled after more
than one year. The amounts presented as ‘current’ are expected to be recovered or settled within one year. These financial statements were approved
by the Management Board on 27 March 2024.
2. Basis of preparation
Statement of compliance
The separate financial statements of the Company have been prepared in accordance with International Financial Reporting Standards accounting
standards (‘IFRS’) as adopted by the European Union (‘EU’). Please refer to Note 3d) for the accounting policy with respect to the investment in
subsidiary.
The Company also prepares consolidated financial statements in accordance with IFRS as adopted by the EU.
The Company follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of Investment
Companies (‘AIC SORP’). If the provisions of the AIC SORP are in direct conflict with IFRS as adopted by the EU, the standards of the latter shall prevail.
The separate financial statements have been prepared using the going concern principle under the historical cost basis.
Functional and presentation currency
These financial statements are presented in Sterling, the Company’s functional currency. All amounts presented in tables throughout the report have
been rounded to the nearest thousand, unless otherwise stated.
Changes in accounting policy
New and amended standards applicable to the Company are as follows:
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose
their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the
concept of materiality in making decisions about accounting policy disclosures.
Definition of Accounting Estimate - Amendments to IAS 8
The amendments introduce a definition of ‘accounting estimates’ and clarify the distinction between changes in accounting estimates and changes in
accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting
estimates.
These amendments had no significant impact on the Company financial statements as there were no modifications of the Company’s financial
instruments during the period.
144 BBGI Global Infrastructure S.A.
3. Summary of material accounting policies
a) Foreign currency transactions
Transactions in foreign currencies are translated into Sterling at the exchange rate on the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated into Sterling at the exchange rate on that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Sterling at the exchange rate
on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the statement of comprehensive
income as a gain or loss on currency translation.
b) Foreign currency translations
The assets and liabilities of foreign operations are translated to Sterling at the exchange rates on the reporting date. The income and expenses of
foreign operations are translated to Sterling at the average exchange rates during the year, if such does not significantly deviate from the exchange
rates at the date on which the transaction is entered into. If significant deviations arise, then the exchange rate at the date of the transaction is used.
c) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified at initial recognition at either: (i) amortised cost; (ii) fair value through other comprehensive income – debt instruments;
(iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s
business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the
Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. The Company’s financial
assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect
contractual cash flows which represents solely payments of principal and interests.
In general, the Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by the Company is recognised as a separate financial asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a
legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
At the date of the statement of financial position, all financial assets of the Company have been classified as financial assets at amortised cost. Financial
assets of the Company consist of investment in subsidiary, loan receivables from subsidiary, interest and other receivables from subsidiary and cash
and cash equivalents.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
– The rights to receive cash flows from the asset have expired; or
– The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses
are recognised in the statement of comprehensive income when the asset is derecognised, modified, or impaired.
Financial liabilities
The Company classifies financial liabilities at amortised cost. Such financial liabilities are recognised initially at fair value less any direct attributable
transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the EIR method.
The Company derecognises a financial liability (or part of a financial liability) from the statement of financial position when, and only when, it is
extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference between the
carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is considered in the statement of comprehensive income.
d) Investments in subsidiary
The investment in subsidiary is held at cost less any impairment.
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 145
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
3. Summary of material accounting policies (continued)
e) Impairment testing for investments and loans and receivables from subsidiary
The investment in subsidiary and loan receivables from subsidiary are measured at cost less accumulated impairment losses. The impairment losses are
based on expected credit loss (‘ECL’) on such receivables. The loans and receivables of the Company from its subsidiary are directly linked to the PPP/
PFI portfolio financed by this subsidiary either through loans and/or equity investments. The ECL, if any, of the Company from its loans and receivables
from subsidiary has a direct link with the fair value of the Company´s Investment portfolio. The Company performs a fair valuation of the underlying
Investment portfolio every six months and considers any ECL on the loans and receivables, among others based on the results of the valuation. The fair
valuation of the underlying Investment portfolio is done by calculating the net present value of the cash flows from these assets, based on internally
generated models. The net present value of each asset is determined using future cash flows, applying certain macroeconomic assumptions for the
cash flows which include indexation rates, deposit interest rates, corporate tax rates and foreign currency exchange rates. The cash flows are discounted
at the applicable discount rate for companies involved in service concession assets. A material change in the macroeconomic assumptions and discount
rates used for such valuation could have a significant impact on the net present value of the future cash flows. The determined fair value will be
considered as the recoverable amount to be compared to the carrying amount of investment in subsidiary to determine possible impairment. Excess of
the carrying amount of the investment in subsidiary over the recoverable amount is recognised as an impairment loss. As of 31 December 2023, the
Company identified no ECL to be recorded on its loans and receivables from subsidiary (2022: nil) nor any impairment on its investment in subsidiary.
f) Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it
is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability. The unwinding of
such discount is recognised as a finance cost.
g) Cash and cash equivalents
Cash and cash equivalents comprise of cash balances and term deposits with maturities of three months or less from the date when the deposits were
made and that are subject to an insignificant risk of change in their fair value, and are used by the Company in the management of its short-term
commitments.
h) Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment of the
Company, that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.
i) Finance income and finance costs
Interest income and expenses are recognised in the statement of comprehensive income using the EIR method.
The EIR is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instrument (or,
where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the EIR, the Company estimates future cash
flows considering all contractual terms of the financial instrument, but not future credit losses.
Interest received or receivable and interest paid or payable are recognised in the statement of comprehensive income as finance income and finance
costs, respectively.
j) Tax
According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is exempt from
paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05 per cent on its consolidated net asset
value (‘NAV’) payable quarterly and assessed on the last day of each quarter. Subscription tax is recognised as a tax expense in the Company statement
of comprehensive income for the period in which it is incurred.
k) Current versus non-current classification
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when
it is:
– Expected to be realised or intended to be sold or consumed in the normal operating cycle
– Held primarily for the purpose of trading
– Expected to be realised within 12 months after the reporting period or
– Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period All
other assets are classified as non-current.
A liability is current when:
– It is expected to be settled in the normal operating cycle
– It is held primarily for the purpose of trading
– It is due to be settled within 12 months after the reporting period or
– There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
146 BBGI Global Infrastructure S.A.
3. Summary of material accounting policies (continued)
k) Current versus non-current classification (continued)
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
The Company classifies all other liabilities as non-current.
4. Material accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with IFRS requires the Management Board to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Company´s accounting policies, the Management Board has made the following judgements that would have the most
significant effect on the amounts recognised in the Company’s financial statements.
4.1 Impairment testing for investments
Refer to Note 3e) for the discussion of this topic.
4.2 Going concern basis of accounting
The Management Board has examined significant areas of possible financial risk including cash and cash requirements. It has not identified any material
uncertainties which would cast significant doubt on the Company’s ability to continue as a going concern for a period of 12 months from the end of this
reporting period. The Management Board has satisfied itself that the Company has adequate resources to continue in operational existence for the
foreseeable future. After due consideration, the Management Board believes it is appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
5. Administrative expenses
In thousands of Sterling
Year ended
31 December
2023
Year ended
31 December
2022
Support agreement fees (Note 13) 7,593 8,914
Legal and professional fees 2,201 2,207
Supervisory Board fees 315 260
Others 416 236
10,525 11,617
Included in the legal and professional fees expensed during the year are those amounts charged by the Company’s external auditor which include audit
fees of £248,000 (2022: £201,000) and audit related fees of £89,000 (2022: £73,000). Non-assurance services charged by the Company’s external
auditors during the year amounted to £nil (2022: £5,000). Also included in the legal and professional fees are depositary and custodian related charges
which amounted to £395,000 (2022: £383,000)
6. Other operating expenses
In thousands of Sterling
Year ended
31 December
2023
Year ended
31 December
2022
Foreign currency exchange loss – net 3,352 –
Acquisition-related costs and others (including unsuccessful bid costs) 165 422
Foreign exchange indemnity agreement expense (Note 13) – 22,326
3,517 22,748
7. Other operating income
In thousands of Sterling
Year ended
31 December
2023
Year ended
31 December
2022
Foreign exchange indemnity agreement income (Note 13) 19,761 –
Foreign currency exchange gain – net – 4,883
19,761 4,883
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 147
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
7. Other operating income (continued)
The net foreign currency exchange gains are mainly attributable to the unrealised gains on the translation of foreign currency denominated loans
receivable from the Company’s subsidiary.
8. Net finance result
In thousands of Sterling
Year ended
31 December
2023
Year ended
31 December
2022
Finance income from multi-currency facility (Note 13) 20,198 21,474
Interest income from deposits 365 24
Other finance costs – (2)
20,563 21,496
9. Taxes
As at 31 December 2023, tax payable with respect to subscription tax amounted to £nil (2022: £129,000).
A reconciliation of the tax expense and the tax at applicable tax rate is as follows:
In thousands of Sterling
Year ended
31 December
2023
Year ended
31 December
2022
Profit/(loss) before tax 26,282 (7,986)
Income tax using the Luxembourg domestic tax rate of 24.94% 6,555 (1,991)
Effect of tax-exempt deductions/(income) (6,555) 1,991
Subscription tax expense 532 515
Tax charge for the year 532 515
The Company, as an undertaking for collective investment, pays an annual subscription tax of 0.05 per cent on its consolidated NAV. For the year ended
31 December 2023, the Company incurred a subscription tax charge of £532,000 (2022: £515,000).
10. Cash and cash equivalents
Cash and cash equivalents relate to bank deposits amounting to £4,710,000 (2022: £18,738,000).
11. Share capital
Changes in the Company´s share capital are as follows:
In thousands of Sterling
31 December
2023
31 December
2022
Share capital as at 1 January 852,391 850,355
Share capital issued through scrip dividends 1,536 1,092
Shares issued as share based compensation 787 971
Shares issuance cost (45) (27)
854,669 852,391
BBGI Management HoldCo S.à r.l. (‘MHC’), a wholly owned direct subsidiary of the Company, provides share-based compensation to senior executives
whereby it issues a certain number of shares of the Company to entitled executives calculated based on the conditions of the Long-Term Incentive Plan
(‘LTIP’) rules and the respective LTIP Award letters. During the year, the Company issued 175,242 shares, in connection with the 2019 LTIP award at
150.9 pence per share for a total amount of £264,000 (2022: £604,000). The amount of £264,000 was recorded as an advance made by the Company to
MHC during the year (2022: £604,000).
Deferred STIP
The STIP provided to senior executives at MHC include a deferred component with one-third of any bonus earned under the STIP is being deferred into
shares of the Company for three year holding period. The deferral component of the STIP differs from the Company’s share-based compensation as
there are no further vesting conditions on this earned bonus. The amount of £398,000 was recorded as an advance made by the Company to MHC
during the year (2022: £366,000).
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
148 BBGI Global Infrastructure S.A.
11. Share capital (continued)
The changes in the number of ordinary shares of no-par value issued by the Company are as follows:
In thousands of shares
31 December
2023
31 December
2022
In issue at beginning of the year 713,331 712,126
Shares issued through scrip dividends 1,017 649
Shares issued as share based compensation 529 556
714,877 713,331
All the ordinary shares issued rank pari passu. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are
entitled to one vote per share at general meetings of the Company.
The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.
Dividends
The dividends declared and paid by the Company during the year ended 31 December 2023 are as follows:
In thousands of Sterling except as otherwise stated
31 December
2023
2022 2
nd
interim dividend of 3.740 pence per qualifying ordinary share – for the period 1 July 2022 to 31 December 2022 26,679
2023 1
st
interim dividend of 3.965 pence per qualifying ordinary share – for the period 1 January 2023 to 30 June 2023 28,345
Total dividends declared and paid during the year 55,024
The 31 December 2022 2
nd
interim dividend was paid in April 2023. The value of the scrip election was £1,536,000, with the remaining amount of
£25,143,000 paid in cash to those investors that did not elect for the scrip.
The 30 June 2023 1
st
interim dividend was paid in October 2023. Cash dividend was £28,345,000. The scrip alternative was not available with this
dividend payment.
The dividends declared and paid by the Company during the year ended 31 December 2022 are as follows:
In thousands of Sterling except as otherwise stated
31 December
2022
2021 2
nd
interim dividend of 3.665 pence per qualifying ordinary share – for the period 1 July 2021 to 31 December 2021 26,099
2022 1
st
interim dividend of 3.740 pence per qualifying ordinary share – for the period 1 January 2022 to 30 June 2022 26,676
Total dividends declared and paid during the year 52,775
The 31 December 2021 2
nd
interim dividend was paid in April 2022. The value of the scrip election was £964,000, with the remaining amount of
£25,135,000 paid in cash to those investors that did not elect for the scrip.
The 30 June 2022 1
st
interim dividend was paid in October 2022. The value of the scrip election was £127,000 with the remaining amount of
£26,548,000 paid in cash to those investors that elected for a cash dividend.
Net asset value ('NAV')
The Company NAV and NAV per share as of 31 December 2023, 31 December 2022 and 31 December 2021 were as follows:
In thousands of Sterling/pence 2023 2022 2021
NAV attributable to the owners of the Company 602,996 629,991 689,231
NAV per ordinary share (pence) 84.35 88.32 96.78
12. Financial risk and capital risk management
Risk management framework
The Management Board has overall responsibility for the establishment and control of the Company’s risk management framework.
The Company has exposure to credit risk, liquidity risk and market risk. This note presents information about the Company’s exposure to each of these
risks, the Company’s objectives, policies, and processes for measuring and managing risk and the Company’s management of capital. This note also
presents the result of the review performed by management on these risk areas.
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 149
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
12. Financial risk and capital risk management (continued)
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the
Company, resulting in:
1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and
2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.
A significant part of receivables of the Company are receivables from a subsidiary. This subsidiary has the ability to pay based on the projected cash
flows to be received by such subsidiary from their respective investments.
Exposures to credit risks
The Company is exposed to credit risks on the following items in the Company’s statement of financial position:
In thousands of Sterling
31 December
2023
31 December
2022
Loans and other receivable to subsidiary (including accrued interest) 244,423 292,039
Cash and cash equivalents 4,710 18,738
249,133 310,777
The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2023, amounts to £244,423,000 (2022:
£292,039,000).
Recoverable amounts of receivables and other current and non-current assets
The Company establishes when necessary an allowance for impairment, based on ECL specific to the asset. Currently there are no recorded allowances
for impairment. All the Company’s receivables are recoverable and no significant amounts are considered as overdue, impaired, or subject to ECL.
Cash and cash equivalents
The cash and cash equivalents are maintained with reputable banks with ratings that are acceptable based on the established internal policy of the
Company. Based on the assessment of the Management Board, there are no significant credit risks related to the cash and cash equivalents. The main
counterparty banks of the Company have S&P/Moody’s credit rating between A+/Aa3 and AA-/Aa2.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Company’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.
The Company manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day
operations and medium to long-term capital needs. The Company also regularly monitors the forecast and actual cash requirements and matches the
maturity profiles of the Company’s financial assets and financial liabilities.
The Company has the possibility to raise capital through the issuance of shares in order to finance further acquisitions. The following are the
undiscounted contractual maturities of the financial liabilities of the Company:
Contractual cash flows
31 December 2023
In thousands of Sterling
Carrying
amount Total
Within
1 year
1-5
years
Trade and other payables 1,326 1,326 1,326 –
Contractual cash flows
31 December 2022
In thousands of Sterling
Carrying
amount Total
Within
1 year
1-5
years
Trade and other payables 1,200 1,200 1,200 –
Advances from subsidiary 34,496 34,496 34,496 –
35,696 35,696 35,696 –
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
150 BBGI Global Infrastructure S.A.
12. Financial risk and capital risk management (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company’s income
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the returns.
Currency risk
The Company is exposed to currency risk as a result of its cash and cash equivalents being denominated in currencies other than Sterling.
The currencies in which these items are primarily denominated are Australian Dollar (A$), Canadian Dollar (C$), Euro (€), Norwegian Krone (NOK) and
US Dollar (US$).
In respect of other monetary assets and liabilities denominated in currencies other than Sterling, the Company’s policy is to ensure that its net exposure
is kept at an acceptable level. The Management Board believes that there is no significant concentration of currency risk in the Company.
The summary of the quantitative data about the Company’s exposure to foreign currency risk provided to the Management Board is as follows:
31 December 2023
In thousands of Sterling A$ C$ € NOK US$
Cash and cash equivalents 1,177 9 473 2 2
Trade and other payables – (7) (839) – –
1,177 2 (366) 2 2
31 December 2022
In thousands of Sterling A$ C$ € NOK US$
Cash and cash equivalents 13 7 277 2 1
Trade and other payables – – (745) – –
13 7 (468) 2 1
The Company has loans and receivables from MHC denominated in foreign currency but the Company is not exposed to fluctuations in foreign
exchange rates in relation to these receivables due to the foreign exchange indemnity agreement entered into between the Company and MHC (see
Note 13).
The significant exchange rates applied during the year ended 31 December 2023 and 31 December 2022 are as follows:
31 December 2023
Average £ Spot rate £
A$ 1 0.535 0.535
C$ 1 0.596 0.593
€1 0.870 0.867
NOK 1 0.076 0.077
US$ 1 0.804 0.785
31 December 2022
Average £ Spot rate £
A$ 1 0.562 0.564
C$ 1 0.623 0.610
€1 0.853 0.885
NOK 1 0.084 0.084
US$ 1 0.811 0.827
The impact of a strengthening or weakening of Sterling against the A$, C$, NOK and US$, as applicable, by 5 per cent as at 31 December 2023 and 31
December 2022 would not have a significant impact on the Company’s statement of comprehensive income and net equity. This assumes that all other
variables, in particular, interest rates, remain constant and ignores any impact of forecast revenues, hedging instruments and other related costs.
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 151
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
12. Financial risk and capital risk management (continued)
Fair values versus carrying amounts
The below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
– Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying amounts of cash and cash equivalents, receivables and payables approximates their fair value due to their short-term nature with maturity
of one year or less, or on demand.
The fair value of loans and other receivables from subsidiary and investment in subsidiary, with a total carrying value of £587,906,000 (2022:
£635,108,000), amounts to £1,047,000 (2022: £1,104,000). The fair value of these loans receivable and investment in subsidiary is determined by
discounting the future cash flows to be received from such assets using applicable market rates (Level 3).
Capital risk management
The Company’s objective when managing capital is to ensure the Company’s ability to continue as a going concern in order to provide returns to
shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company views the share capital (see Note 11) as
capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to
shareholders, avail of additional debt financing, pay down debt, or issue new shares.
The Company regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the Company
complied with all externally imposed capital requirements and made no changes in its approach to capital management.
The portfolio continued its strong performance over the reporting period with no material adverse effect on valuation. This strong performance is
primarily as a result of the Company holding a low-risk, 100 per cent availability-style underlying portfolio, coupled with strong stakeholder
collaboration during the reporting period.
13. Related parties and key contracts
Supervisory Board fees
During the year 31 December 2023, the aggregate remuneration paid to the Supervisory Board was £315,000 (2022: £260,000).
Loans and receivables from subsidiary - multicurrency facility agreement
On 1 January 2017, the Company as a lender and MHC as a borrower, entered into a multicurrency credit facility agreement (‘MCF’). Pursuant to this
agreement the Company has and will continue to make available an interest-bearing loan to MHC for the purposes of funding its initial and
subsequent acquisitions of interests in Investment portfolio. The maximum amount that can be withdrawn from the MCF is £680,000,000. The Company
engages a third-party transfer pricing specialist to determine the reasonable ranges of interest rates to be applied on borrowings under the MCF.
Movements in the MCF during the year are as follows:
In thousands of Sterling
31 December
2023
31 December
2022
1 January 243,212 243,638
Capitalisation of interest under MCF 90 94
Principal payments received (6,408) (5,253)
Foreign exchange movements (3,221) 4,733
233,673 243,212
During the year, the finance income from the MCF amounted to £20,198,000 (2022: £21,474,000).
Loans receivable from subsidiary - interest free loan agreements
The Company has entered into various interest free loan agreements (‘IFL’) with MHC, a direct 100 per cent owned subsidiary. These IFLs have a term of one
year with the possibility to extend and to introduce an arm’s length interest rate. The details of the interest free loans receivable from MHC are as follows:
In thousands of Sterling
31 December
2023
31 December
2022
IFL receivable from MHC – 37,663
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
152 BBGI Global Infrastructure S.A.
13. Related parties and key contracts (continued)
Interest and other receivables from subsidiary
The details of the interest and other receivables from subsidiary are as follows:
In thousands of Sterling
31 December
2023
31 December
2022
Interest receivable from MCF 10,564 11,164
Other advances to MHC 186 –
10,750 11,164
Foreign exchange indemnity agreement
The Company and MHC have entered into a foreign exchange indemnity agreement (‘Indemnity Agreement’) whereby the Company will indemnify
MHC for any net losses incurred by MHC in relation to foreign exchange movements, including losses incurred on foreign exchange forward contracts.
The agreement also stipulates that where MHC makes a net gain on foreign exchange movements, then it shall pay an equivalent amount to the
Company. As at 31 December 2023, the Company recorded an Indemnity Agreement income amounting to £19,761,000 (2022: £22,326,000 expense).
Support agreement with MHC
The Company and MHC have entered into a support agreement (‘Support Agreement’) whereby MHC provides support and assistance to the Company
with respect to the day-to-day operations. As at 31 December 2023, the Company recorded Support Agreement expenses amounting to £7,593,000
(2022: £8,914,000).
Advances from subsidiary
This account is non-interest bearing and relates to remaining liabilities arising from the foreign exchange indemnity agreement, support agreement
and other unsettled advances received from MHC that is usually settled in the next 12 months. Advances from subsidiary as at 31 December 2023
amounted to £nil (2022: £34,496,000).
Investment in subsidiary
The Company’s total equity investment in MHC amounted to £354,233,000 as of 31 December 2023 (2022: £354,233,000). The movements in the
Company’s investment in MHC are as follows:
In thousands of Sterling
31 December
2023
31 December
2022
1 January 354,233 350,453
Additional investment through capital contribution – 3,780
354,233 354,233
The Company’s investments portfolio, were made and will continue to be made through MHC.
14. Commitments and contingencies
The Company is an obligor under the Group’s Revolving Credit Facility (‘RCF’), and as a result has pledged all its current and future financial assets and
shares in its investments in subsidiary.
Based on the provisions of the RCF, where there is a continuing event of default by MHC as borrower, the lenders will, among other things, have the
right to cancel all commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts, and exercise or
direct the security agent to exercise any or all of its rights, remedies, powers or discretions under the RCF. There was £nil outstanding principal from the
RCF as at the 31 December 2023.
15. Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2024 and earlier application is
permitted; however, the Company has not early adopted any of the forthcoming new or amended standards in preparing these financial statements.
The Company intends to adopt these new and amended standards, if applicable, when they become effective. The adoption of the below new standard
is not expected to have a significant impact on the Company’s financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
The amendments specify the requirements for classifying liabilities as current or non-current and clarify:
– What is meant by a right to defer settlement
– That a right to defer must exist at the end of the reporting period
– That classification is unaffected by the likelihood that an entity will exercise its deferral right
– That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Annual Report 2023 153
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
16. Events after the reporting period
Dividend declaration
In February 2024, the Company declared a 2nd interim dividend of 3.965 pence per share for qualifying shareholders for the period 1 July – 31
December 2023. The dividend is expected to be paid in April 2024.
154 BBGI Global Infrastructure S.A.
Board Members,
Agents and Advisers
Supervisory Board
Sarah Whitney (Chair)
Andrew Sykes (Senior Independent Director)
June Aitken
Jutta af Rosenborg
Christopher Waples
Management Board
Duncan Ball (Chief Executive Officer)
Michael Denny (Chief Financial and Operations Officer)
Frank Schramm (retired on 31 January 2024)
Andreas Parzych (appointed as of 31 January 2024)
(Executive Director)
Registered Office
6E route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg
Central Administrative Agent,
Luxembourg Registrar and Transfer Agent, Depositary
and Principal Paying Agent
CACEIS Investor Services Bank S.A.
14 Porte de France
L-4360 Esch-sur-Alzette
Grand Duchy of Luxembourg
Corporate Brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
EEA based Centralised Securities Depository
LuxCSD S.A.
42 Avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Communications Adviser
H/Advisors Maitland
3 Pancras Square
London N1C 4AG
United Kingdom
Auditors
PricewaterhouseCoopers, Société cooperative
2 rue Gerhard Mercator
B.P. 1443
L-1014 Luxembourg
Grand Duchy of Luxembourg
Depository, Receiving Agent and UK Transfer Agent
Link Market Services Trustees Limited
10
th
Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Corporate Brokers
Winterflood Securities Limited
Cannon Bridge House
25 Dowgate Hill
London EC4R 2GA
United Kingdom
Luxembourg CSD Principal Agent
Banque Internationale à Luxembourg S.A.
69 route d’Esch
Office PLM 018A
L-2953 Luxembourg
Grand Duchy of Luxembourg
Registre de Commerce et des Sociétés Luxembourg B163879
Listing Chapter 15 premium listing, closed-ended investment company
Trading Main Market
ISIN LU0686550053
SEDOL B6QWXM4
Ticker BBGI
Indices FTSE 250, FTSE 350, FTSE 350 High Yield and FTSE All-Share
Annual Report 2023 155
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Glossary
AIC
The UK Association of Investment Companies,
the trade association for closed-ended
investment companies in the UK
AGM
Annual General Meeting of the Company’s
shareholders
AIC Code
The 2019 AIC Code of Corporate Governance
AIC SORP
Standard of Recommended Practices issued by
the AIC
AIF
Alternative Investment Fund
AIFM Law/2013 Law
The Luxembourg amended law of 12 July 2013
on Alternative Investment Fund Managers
AIFMD
EU Alternative Investment Fund Managers
Directive
APM
Alternative Performance Measures
Availability-style
Availability-style, unlike ‘demand-based’ means
that revenues are paid provided the asset is
available for use
BBGI/Company
BBGI Global Infrastructure S.A.
CAPM
Capital Asset Pricing Model
Carbon neutral
A state where the residual GHG emissions have
been balanced out by financing activities that
remove atmospheric CO₂ (‘offsets’)
Circular 18/698
CSSF circular 18/698, published 23 August 2018,
concerning Authorisation and organisation of
investment fund managers incorporated under
Luxembourg law; Specific provisions on the fight
against money laundering and terrorist financing
applicable to investment fund managers and
entities carrying out the activity of registrar agent
Corporate Emissions
GHG emissions that pertain to our business
activities
CSSF
Commission de Surveillance du Secteur Financier,
the public institution that supervises the
professionals and products of the Luxembourg
financial sector, including the Company
CPI
Consumer Price Index
DTR
The UK Disclosure Guidance and Transparency
Rules
ECL
Expected Credit Losses
EIR
Effective Interest Rate
ESG
Environmental, Social and Governance
ESMA
European Securities and Markets Authority
FCA
The UK Financial Conduct Authority
Financed Emissions
GHG emissions from our investments
FRC
Financial Reporting Council, the UK’s regulator
of auditors, accountants and actuaries, and
responsible for setting the UK’s Corporate
Governance and Stewardship Codes
FRC Code
The UK Corporate Governance Code 2018
GDP
Gross Domestic Product
GHG
Greenhouse Gas
Group
The Company and its subsidiaries
IFRS
International Financial Reporting Standards as
adopted by the European Union
Investments at FVPL
Investments at fair value through profit or loss
IPO
Initial Public Offering
KPI
Key Performance Indicator
LIBOR
London Interbank Offered Rate
LIFT
The UK’s Local Improvement Finance Trust
Lock-up
In a PPP project, a lock-up period refers to a
contractual restriction that prevents equity
holders from distributing profits or dividends to
ensure financial stability and reinvestment in
the project during its critical phases
LTIP
Long-Term Incentive Plan
Management Board
The Executive Directors of the Company
NAV
Net Asset Value
NED
Independent Non-Executive Director, a member
of the Supervisory Board
NPPR
The UK’s National Private Placement Regime
NZAM
The Net Zero Asset Managers Initiative
O&M
Operation and Maintenance
Offsets
Removing CO
2
from the atmosphere, by
financing projects which are either creating
natural carbon dioxide sinks or technology that
captures carbon dioxide from the air. The
long-term removals must be measurable,
verifiable, permanent and additional. Offsets
cannot be done in isolation to combat climate
change, they must be supported by science-
based targets and GHG reduction pathways
OGC
Ongoing Charges
Pathways
Net zero pathways show how much and how
quickly companies need to reduce their GHG
emissions to reach their science-based GHG
reduction targets
PFI
Private Finance Initiative
PPP
Public Private Partnership
PwC
PricewaterhouseCoopers société cooperative,
the Company’s External Auditor
RCF
Revolving Credit Facility for up to £230 million,
with the possibility of increasing the quantum
to £300 million by means of an accordion
provision, and matures in May 2026
RPI
Retail Price Index
Science-based targets
Targets adopted by companies to reduce
GHG emissions are considered ‘science-based’
if they follow a pathway that is consistent with
the latest climate science and keeping warming
to below 1.5°C
SDG, SDGs
The UN Sustainable Development Goals
SFDR
Sustainable Finance Disclosure Regulation
SONIA
Sterling Overnight Index Average
STIP
Short-Term Incentive Plan
Supervisory Board
The independent Non-Executive Directors
of the Company
TCFD
Task Force on Climate-Related Financial
Disclosures
TSR
Total Shareholder Return
UNGC
UN Global Compact
156 BBGI Global Infrastructure S.A.
Cautionary Statement
Certain sections of this Annual Report, including,
but not limited to, the Chair’s Statement and
the Strategic Report of the Management Board,
have been prepared solely to provide additional
information to shareholders to assess the
Group’s strategies and the potential for those
strategies to succeed. This additional
information should not be relied on by any
other party or for any other purpose.
These sections may include statements that
are, or may be deemed to be, ‘forward-looking
statements’. These forward-looking statements
can be identified using forward-looking
terminology, including the terms: ‘believes’,
‘estimates’, ‘anticipates’, ‘forecasts’, ‘projects’,
‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or,
in each case, their negative or other variations
or comparable terminology.
These forward-looking statements include
matters that are not historical facts. They appear
throughout this document and include
statements regarding the intentions, beliefs or
current expectations of the Management and
Supervisory Boards concerning, among other
things, the investment objectives and
investment policy, financing strategies,
investment performance, results of operations,
financial condition, liquidity, prospects and
distribution policy of the Group, and the
markets in which it invests.
By their nature, forward-looking statements
involve risks and uncertainties because they
relate to events and depend on circumstances
that may or may not occur in the future.
Forward-looking statements are not a guarantee
of future performance. The Group’s actual
investment performance, results of operations,
financial condition, liquidity, distribution policy
and the development of its financing strategies
may differ materially from the impression
created by the forward-looking statements
contained in this document.
Subject to their legal and regulatory obligations,
the Management and Supervisory Boards
expressly disclaim any obligations to update or
revise any forward-looking statement contained
herein to reflect any change in expectations
with regard thereto or any change in events,
conditions, or circumstances on which any
statement is based.
In addition, these sections may include target
figures and guidance for future financial
periods. Any such figures are targets only
and are not forecasts.
This report has been prepared for the Group,
and therefore gives greater emphasis to those
matters that are significant to BBGI Global
Infrastructure S.A. and its subsidiaries when
viewed as a whole.
Annual Report 2023 157
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Board photography by Danish Apple Photography
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