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    Cross London Trains ('XLT')
    UK

    Cross London Trains ('XLT')

    Cross London Trains is a company established to procure and lease the rolling stock for use on the Thameslink passenger rail franchise. As part of a wider upgrade of the Thameslink rail network, XLT is investing £1.6 billion in a fleet of new Siemens Desiro City commuter rail carriages to be leased to the Thameslink rail franchise operator.

    Siemens is manufacturing and will deliver the trains over a period of five years, with the first delivery into service in 2016. The fleet will comprise 115 class 700 trains.

    The fleet is maintained by Siemens under a long-term service agreement. Following the initial 20-year period, XLT will retain the ownership of the fleet and will be free to lease the trains for the remainder of their useful life. The Company owns 33.3% of the equity in XLT, in consortium with Siemens Project Ventures GmbH and Innisfree Limited.

    Recent developments

    The Cross London Train programme continued to make good progress. The programme aims to deliver the contracted fleet of 115 class 700 trains by the second half of 2018.

    Siemens had manufactured 95 trains as at 30 September 2017, out of which 70 had been accepted by the GTR rail franchise.

    The Investment Adviser’s attention remains focused on both improving train performance and the ongoing acceptance of new trains. The discount rate remained unchanged from the previous period.

    Investment rationale

    The investment has strong infrastructure characteristics and fits well within 3i Infrastructure’s investment mandate as:

    • It is a strategic asset, operating in the capacity-constrained London commuter market;
    • It will generate high quality, low-risk cash flows from lease revenues underpinned by the DfT;
    • It will retain ownership of the trains; and
    • It allows the Company to partner with Siemens, a market leader in the UK rolling stock manufacture and maintenance.

    Achievements in the period of ownership

    A senior management team was installed at XLT, comprising an executive chairman and a managing director with relevant industry experience. Andy Pitt, executive chairman, was previously managing director of South West Trains. Charles Doyle, managing director, was previously a commercial principal at Transport for London. They have successfully set up all necessary business functions and built a strong working relationship with Eversholt Rail, which provides technical engineering and administrative services to the business under a long-term management services contract.

    XLT, supported by its shareholders, has engaged proactively with a number of stakeholders, including Siemens, the DfT, Network Rail and the franchise holder, Govia Thameslink Railway (“GTR”). GTR has been the holder of the Thameslink franchise since September 2014 and XLT has built a good working relationship with its management team.

    The Company and the Investment Adviser have built a strong working relationship with Siemens and Innisfree, the other shareholders in XLT.

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    ESVAGT
    Denmark

    ESVAGT

    Headquartered in Esbjerg, Denmark, ESVAGT is a leading provider of emergency rescue and response vessels (“ERRV”) and related services to the offshore energy industry in and around the North Sea and the Barents Sea. The company is also the market leader in the fast growing segment of service operation vessels (“SOV”) for the offshore wind industry. ESVAGT has been operating since 1981, employs c.900 people and owns a fleet of c.40 vessels. 

    Its ERRV services mainly involve the rescue and recovery of personnel, but also include the dispersion and recovery of oil spills, crew transfers and towing. ESVAGT is the leading provider of ERRV services in Denmark and Norway, with market shares of approximately 100% and 50%, respectively, as well as an established and growing presence in the UK. The majority of ESVAGT’s ERRV revenues are associated with North Sea oil and gas production support, with the remainder generated by supporting exploration activity.

    ESVAGT is also the pioneer and market leader in the provision of SOVs to offshore wind farms, with four bespoke vessels in operation and a further two under construction. SOVs are purpose-built, high performance vessels, providing efficient transport of maintenance technicians to wind turbines and other offshore wind equipment, under long term contracts. The offshore wind market, and hence demand for SOVs, is expected to grow strongly over the coming years, creating significant opportunities for the company.

     

    Recent developments

    The market conditions in which ESVAGT operates remain challenging. The low oil price environment has reduced production profitability and is negatively impacting exploration investment in the North Sea, leading to a reduced utilisation rate for ESVAGT’s vessels. In this context, we have continued to focus on the cost base and increasing ESVAGT’s market share in the UK. We have also seen some improvements in the supply dynamics as competitors are retiring off-contract, older tonnage.

    Investment rationale

    3i Infrastructure acquired ESVAGT from AP Møller-Maersk and other minority shareholders in September 2015, in a consortium with AMP Capital.

    ESVAGT has strong infrastructure characteristics and operates in an attractive market:

    • It is a market leader in Denmark and Norway and has a small but growing presence in the UK offshore oil and gas market and in the expanding North Sea offshore wind sector.
    • It is an asset intensive business, with a modern state-of-the-art fleet of purpose-built vessels.
    • A high proportion of its revenues is contracted over the medium term with a diverse customer base featuring limited customer concentration, underpinning stable and predictable cash flows.
    • It provides an essential service for the offshore energy industry in light of regulatory health and safety requirements, which constitutes a small component of the overall production cost, resulting in lower price sensitivity;
    • It operates in a market with high barriers to entry, as customers require bespoke vessels, manned by experienced crews with a strong safety track record. The harsh weather conditions and language barriers also inhibit new market entrants based outside the region; and
    • With its leading market position, strong safety track record and state-of-the-art fleet, ESVAGT is optimally positioned to exploit growth opportunities in the UK and potentially further afield, as well as in the offshore wind energy market.

    Achievements in the period of ownership

    The Investment Adviser has developed a strong working relationship with members of the management team and is working closely with them to drive the business forward. As part of this process, the Investment Adviser assisted with the appointment of a new Chairman, Jesper Lok, who took office on 1 November 2015. Jesper is a strong addition to the Board and brings over 25 years of experience from A.P. Møller-Maersk, having worked in Japan, Taiwan, Pakistan and Nigeria before heading SVITZER, the Maersk subsidiary that was formerly ESVAGT’s parent company, as CEO. In 2012, he joined DSB, the Danish railroads, as CEO and led the company’s turnaround. Most recently, he was CEO of Falck’s Emergency division.

    ESVAGT is well placed to leverage its strong market position to capitalise on growth opportunities in the UK market as well as the offshore wind energy support market. In December 2015, it announced that it had signed an agreement with MHI Vestas to provide a bespoke service operation vessel in support of the Belwind 1 and Nobelwind Belgian offshore wind power developments. Under the terms of the agreement, ESVAGT will operate the vessel for the exclusive use of MHI Vestas’ on-site wind park engineering team for a period of 10 years from vessel delivery, which is expected in mid-2017. This agreement builds on an existing five-year partnership with MHI Vestas and demonstrates the company’s strong customer relationships, its best in class operations and its partnership approach.

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    Infinis
    UK

    Infinis

    Infinis is the largest generator of electricity from landfill gas (“LFG”) in the UK, with a portfolio of 121 landfill sites and total installed capacity of over 300MW.

    Recent developments

    The business has performed well operationally and financially since our acquisition in December 2016, although long-term power price forecasts have decreased. As expected in our investment case, Infinis was a strong contributor to the Company’s income in the period, counter-balancing some other growth-orientated businesses in the portfolio.

    Good progress has been made identifying opportunities to exploit the business’s spare engine and grid connection capacity. Together with the management team, we are reviewing projects in non-landfill gas generation activities, with 30MW of reserve power generation now under development. The Company has agreed to provide further equity of £12 million to support these projects.

    In August 2017, Infinis appointed Tony Cocker as Chairman of the Board and Scott Longhurst as Non-executive Director and Chairman of the Audit Committee. Tony was previously CEO of E.ON UK. Scott is currently Group Finance Director at AWG and Managing Director of AWG’s non-regulated business.

    In March 2018, 3i Infrastructure plc announced a follow-on investment of c. £125 million to fund Infinis’s acquisition of Alkane Energy, an independent power generator from both coal mine methane and Reserve Power operations and the largest generator from CMM in the UK.

    Investment rationale

    The investment in Infinis is foremost a yield play. Its front-ended cashflows balance other recent investments by the Company in more growth-oriented businesses. Revenues are underpinned by the inflation-linked UK Renewables Obligation Certificate (“ROC”) regime until 2027. Infinis could also become a platform to make new investments in activities such as distributed power generation from other gas sources, distributed energy storage by exploiting the business’s spare engine and grid connection capacity, and additional landfill gas sites.

    Infinis and its market

    Infinis is the largest generator of electricity from LFG in the UK, with a portfolio of 121 landfill sites and total installed capacity of over 300MW. LFG is produced by decomposing organic matter in landfill sites. If released into the atmosphere unchecked, LFG contributes to pollution and is a potent greenhouse gas. By extracting LFG from landfill sites, Infinis fulfils an essential role in helping landfill operators meet their environmental compliance obligations. By using the collected LFG to generate electricity, Infinis supplies distribution networks with a consistent source of baseload power.

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    Oystercatcher
    Singapore, Netherlands, Belgium, Malta

    Oystercatcher

    Oystercatcher is the holding company through which the Company holds 45% interests in five subsidiaries of Oiltanking, located in Belgium, Malta, the Netherlands and Singapore.

    These businesses provide over five million cubic metres of oil, petroleum and other oil-related storage facilities and associated services to a broad range of clients, including private and state oil companies, refiners, petrochemical companies and traders.

    Oiltanking is one of the world’s leading independent storage partners for oils, chemicals and gases, operating 73 terminals in 22 countries with a total storage capacity of 19 million cubic metres.

     

    Recent developments

    The five terminals all performed well in the period, generating EBITDA in line with or ahead of budgeted levels. Each terminal enjoys a strong position in its market and benefits from Oiltanking’s reputation for excellent service standards. Capacity at each location remains substantially let.

    In Singapore, favourable conditions underpin the terminal’s key activity, which is gasoline storage and provision of associated services. During the period, a new marine jetty entered operation. This additional jetty capacity will improve customer turnaround times and further cement the competitive position of the terminal.

    Customer demand for capacity generally remains strong, but we have seen some softening of demand for storage of certain product types.

    Investment rationale

    The investment in the Amsterdam, Malta and Singapore terminals was completed in August 2007, while the investment in the Ghent (Belgium) and Terneuzen (Netherlands) terminals was completed in June 2015.

    The key elements of the investment case for the terminals are:

    • There is strong projected demand for oil and oil-related products;
    • Storage capacity remains scarce and is a key component of the oil and oil product supply chain, resulting in high occupancy;
    • The businesses provide essential services and the terminals benefit from facilities and operational capabilities that make them attractive to existing and potential clients;
    • The Singapore and Amsterdam-Rotterdam-Antwerp region terminals are defensively located in key trading hubs and continue to benefit from high utilisation levels;
    • Contracts are let on a use-or-pay basis with fixed terms of up to 10 years, often with tariffs linked to local inflation rates, resulting in reliable cash flows; and

    The transactions allowed 3i Infrastructure to partner with a leading player in the oil storage market, with a strong operational reputation.

    Achievements in the period of ownership

    The investment case has largely been confirmed, with the investments performing well. Storage capacity has been substantially let throughout the period of investment, and throughput levels have been high.

    The Investment Adviser was actively involved in the assessment of a range of capital expenditure project proposals that have delivered long-term value accretion. In Singapore, a 160,000 cubic metre expansion project was completed in June 2009 to accommodate increasing demand from adjacent refineries and petrochemical industries. In Amsterdam, a 42,000 cubic metre expansion project to provide dedicated storage for biodiesel products for a new production facility adjacent to the site was completed in June 2011. This capacity was pre-let on a use-or-pay basis. In Malta, investment in a new 13,000 cubic metre tank was completed in February 2012, and let on a use-or-pay basis to an existing customer. Since investment, total capacity at these three terminals has increased by 28%.

    Oystercatcher’s portfolio of investments was diversified further in June 2015 through the acquisition of 45% stakes in the Oiltanking Ghent and Oiltanking Terneuzen terminals, located in the strategically important Amsterdam-Rotterdam-Antwerp region.

    Oystercatcher completed a refinancing of its acquisition debt facilities in March 2013, and a further refinancing in October 2014. Both achieved good terms, extending the maturity date and lowering debt servicing costs.

    During the year to 31 March 2017, part of the Oystercatcher bank facility was refinanced through a long dated private placement funding in Singapore dollars. The refinancing extends Oystercatcher’s debt maturity profile and provides a natural currency hedge for distributions from the terminal located in Singapore.

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    TCR
    Benelux

    TCR

    Headquartered in Brussels, Belgium, TCR is Europe’s largest independent asset manager of airport ground support equipment (“GSE”) and operates at over 100 airports.

    Since inception, TCR has defined the market for leased GSE, providing high quality assets and a full service leasing, maintenance and fleet management offering to its clients, which are predominantly independent ground handling companies, airlines and airports. This enables GSE operators to concentrate on their core business of ground handling. The GSE that TCR provides is critical infrastructure, without which some of Europe’s busiest airports could not operate.

    Recent developments

    TCR performed well during the period. Contract renewal in its core European markets remains very high, demonstrating the defensive nature of the cashflows and TCR’s strong position in a growing market.

    In the last six months, TCR has expanded its footprint (notably in Italy and Germany) and added new asset classes to its offering. It has won contracts with new customers including British Airways and Norwegian Air and has started operating the first equipment pooling system in the UK at Luton Airport.

    Outside Europe, TCR continues to expand its foothold in Malaysia through additional contract wins with Malaysian Airlines. In Australia, it acquired Emerge Engineering & Maintenance, the leading local repair and maintenance business with workshops at six major airports. This provides TCR with an entry point to the Australian market.

    Investment rationale

    TCR fits with the Company’s strategy of investing in companies with good asset backing, strong market positions and barriers to entry, yet with operational levers to achieve attractive returns for shareholders through active asset management:

    • GSE is a scarce resource that is critical to the functioning of an airport; through first mover advantage, TCR has benefited from securing the largest independent GSE fleet in Europe. TCR has access to maintenance workshops in prime locations at airports, many of which are located airside. This means that a high quality maintenance and asset management service can be provided, resulting in high availability of TCR’s fleet.
    • TCR is able to offer full-service rentals on a pan-European basis. This creates competitive advantages against competitors, which tend to offer either dry leases or only repair and maintenance services. TCR’s network means it can offer pan-European solutions at multiple locations, matching the footprints of its customers.
    • Outsourcing ownership of GSE equipment makes economic sense for independent ground handlers, as it allows them to manage the mismatch between short-term handling contracts and the typically 10-15 year useful life of equipment.
    • TCR’s rental contracts are aligned with the ground handlers’ contracts with the airlines and are typically 3-5 years in duration. TCR has experienced a high level of contract renewal.
    • The business has a diversified portfolio and is present at over 100 airports across 12 countries with a diverse contract and customer base meaning the revenues of the business are not materially reliant on a single client or geography. 
    • The investment will provide exposure to the long-term growth in the aviation market, which is fundamentally GDP driven, yet it is expected to be insulated from short-term shocks to demand due to its exposure to aircraft movements rather than passenger numbers.
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    Valorem
    France

    Valorem

    Valorem is a leading independent renewable energy development and operating company. It is one of the largest onshore wind developers in France, having developed over 480MW of capacity over the last 10 years.

    The French power market is experiencing a major transition as it looks to reduce its reliance on nuclear generation and to increase generation from renewable sources of energy such as wind and solar. The energy transition has been continuously supported by the French governments over the past decade. With in-house capabilities across the entire project cycle and a strong local footprint, Valorem is well positioned to benefit from this shift in energy mix.

    Recent developments

    Since acquisition in September 2016, Valorem has grown its existing onshore wind asset base from 142MW in operation to 191MW as at 30 September 2017. These projects sell their electricity through 15-year fixed-indexed power purchase agreements to EDF.

    The pipeline has also developed in line with expectations, with 42MW currently in construction and 630MW in advanced pipeline.

    Since our investment, Valorem has closed its first 36MW of photovoltaic projects, and secured a feed-in-tariff for an additional 32MW in the last photovoltaic tariff auction in June 2017. To support the company’s expansion and strengthen the senior management team, Frédéric Lanoé was appointed COO in May 2017.

    Market

    The French power market is experiencing a major transition as it looks to reduce its reliance on nuclear generation and to increase generation from renewable sources of energy such as wind and solar.

    The energy transition has been continuously supported by the French governments over the past decade. With in-house capabilities across the entire project cycle and a strong local footprint, Valorem is well positioned to benefit from this shift in energy mix.

    Investment rationale

    This investment diversifies the Company’s portfolio with exposure to a growing renewables business in one of the most attractive European markets, and access to recurring, inflation-linked cash flows underpinned by a robust regulatory regime.

    Led by its experienced management team, Valorem is a best-in-class developer, being the fourth largest French wind developer and the largest independent one. It has a significant pipeline of projects at an advanced stage of development that it expects to convert into operating assets, with further projects at earlier stages to bring through the development process.

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    Wireless Infrastructure Group
    UK

    Wireless Infrastructure Group

    WIG is the UK's second largest independent tower company and the largest to focus solely on telecom towers. It operates c. 2,000 towers and other wireless infrastructure assets, representing 7% of the UK market.

    WIG is independent of any network operator and invests in shareable infrastructure that is made available to all networks.

    Recent developments

    WIG’s core tower business performed well in the period, supporting customers with the expansion of their networks to deliver greater wireless bandwidth and geographic coverage, and increased resilience. WIG’s organic growth is benefiting from new greenfield infrastructure investment including new communication towers and fibre-connected small cell networks.

    WIG’s small cell business unit delivers high capacity infrastructure into large public venues such as shopping centres, office blocks and stadiums. The business unit is targeting new infrastructure opportunities in busy outdoor city locations and recently announced its first 5G-ready deployment in Aberdeen.

    WIG continues to review opportunities to acquire new towers where these are complementary to the existing portfolio.

    Market

    The market outlook is favourable for tower companies as they support network customers in their projects to expand coverage in rural areas and densify networks and urban and suburban areas. Policy makers and mobile operators are becoming increasingly aware of the benefits of independently operated communications infrastructure and the market share of the independent tower sector continues to rise across Europe. The independent tower sector is also set to play a major role in supporting the deployment of 5G and the additional infrastructure this will require.

    Investment rationale

    In June 2016 3i Infrastructure acquired a 36% economic interest in WIG investing approximately £75 million and joining existing majority shareholder Barings Alternative Investments (formerly known as Wood Creek Capital Management) and the management team as shareholders.

    In January 2018, 3i Infrastructure plc completed its £186m further investment in WIG and acquired the stake owned by Barings LLC’s client accounts (“Barings), increasing its ownership to 91% of WIG’s equity, with the balance held by management.

    This investment diversifies the Company’s portfolio with exposure to a growing communications infrastructure business. Communication towers are critical pieces of infrastructure that are largely agnostic to technological change. The cash flows generated by the business are inflation-linked and are underpinned by long-term contracts. With its scalable platform and track record of building new infrastructure and making accretive acquisitions, WIG is well placed to target further growth in the UK and across Europe.

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