JAPAN OUTLOOK 1- KANSAI deal 2-KOBE deal 4- Future projects
1. THE KANSAI DEAL
Kansai Deal at a Glance Assets & Transactions Key Features Kansai Airports International - KIX Opening in 1994 and located in the Osaka bay on 2 artificial islands. 20m pax in FY2014, 66% of which international LCC hub (Peach) Cargo hub (FedEx): 170 ha 2 independent runways Deal Structure 40% 40% 20% 250m 250m 125m Equity: 625m = JPY80bn 30 Minority Shareholders (incl. PFI Fund) Osaka International Airport ( Itami ) - ITM Kansai Airports (SPV) 100% 16 Subsidiaries Opening in 1939 and located 20 minute drive from downtown Osaka. Only domestic traffic since KIX opening. 14.6m pax in FY2014 (heavy operational constraints preventing strong traffic growth) 50%+ business travelers Only two airlines operating at ITM: ANA and Japan Airlines KIX Runs airport operations ITM 4
General Context in 2014 Abenomics and the Start of Tourism Boom 1 Implementation of the Abenomics to reboost Japan Economy 3 Kansai Region Highlights Abe strongly elected at the end of 2012 with a economic program (called Abenomics ) aiming to enhance Japan s competitiveness and rebound economy growth and inflation. Population: 24 million 2 nd economic region after Tokyo (16% of Japan s GDP USD 800.9m) Privatizations as part of the strategy: Limited number of private airport operators in Japan (Narita, Haneda Int l terminal) with limited skills (only domestic players) Airport sector identified as a priority for privatization: Sendai airport and Kansai airports deals launched in parallel 2014. Kansai airports chosen to find a way to reimburse the KIX debt using ITM cash-flows. Rich in cultural and traditional resources Gateway to World Heritage sites and other popular destinations such as Kyoto, Osaka, Kobe Osaka Int l Airport (ITM) Kansai Int l Airport (KIX) Kansai Region Tokyo 2 Tourism as a strategic pillar to support growth Abe s plan to increase tourism included: easing of visa, events hosting (Tokyo Olympics in 2020 and Rugby World Cup in 2019) and promotional activities. In 2014, initial objective of 20 million tourists in 2020 (vs 10m in 2013). Actual number of tourists since then: 30 20 13 20 24 28 VINCI Airports team Conviction Case in 2014 Kansai deal not to be seen as a Japanese project Limited potential of Japanese domestic growth not relevant Strong potential of tourism (Chinese visitors) backed by LCCs rapid development Kansai airports best placed to take advantage of this situation (Kansai region best location for tourism) 10 Tourists in Japan (in million) 0 2014 2015 2016 2017 5
Value Creation both in the Short- and Long-Term Initial Financing Total CAPEX investment: > 900BYens over 42 years Initial financing raised (total uses of JPY 260bn 1 ) mainly for the payment of the upfront Guarantee Deposit (JPY 175bn 2 ) which shall be reimbursed throughout the concession period (44y). Price of Movables Assets & Shares Others (incl. Reserve Accounts) 54 USES 31 175 Guarantee Deposit Shareholders Contributions Mezzanine Debt SOURCES 80 160 20 Senior Debt results implementation Total Uses/Sources : 260 billion yens Adoption Associated Deal Value As a part of our offer, we committed to pay a Fixed Concession Fee of JPY 37.3bn per year (EUR 275m) during 44 years. This acquisition price is equivalent to a deal value of JPY 1,720bn (or USD 17.9bn 3 ) which ranks the transaction first amongst all deals made by French companies in 2015 3. Note 1. EUR 1.9bn as of 08/01/18 2. EUR 1.3bn as of 08/01/18 3. Source: Reuters 4. Fx rate at Binding Offer: 1 EUR = 134 JPY 5. Internal Base Case at the Binding Offer stage. 6
Key Takeaways and Cultural Gap An Intense Preparation to Ensure a Smooth Cooperation for 44 years 1 Making the Deal Happen 3 Key Success Factors Intense lobbying in Japan to convince people of the deal profitability: press interviews and articles, meetings with Japanese influencers. Total commitment from the start until closing: number of visits to Japan, tours of our airports... 2 Strong opposition of historical Japanese companies (Mitsubishi, Sumitomo, Mitsui) at the same time. A Very Unique Situation Very hard for a foreign company to settle a JV with a Japanese partner Project in an area of expertise (airport operation) where Japanese had limited experience. Take-over of c. 3,500 former NKIAC employees, with historical specificities (KIX vs ITM, subsidiaries vs NKIAC). Track record in airport operation, especially Portugal and Cambodia. VINCI Group specificities: long history of the VINCI Group very important for Japanese people, combined model concession / construction relevant for the deal (technical issues) long term involvement compared to other competitors like infra funds. Human relationships established at all levels. Despite the deal specificities, VINCI Airports managed: - To be patient and not disturb the Japanese consensus building mechanism - To adapt its strategy to the local environment - To gain trust from ORIX and the deal stakeholders 7
Organization & Governance Creating common values 1 INITIAL CHALLENGES VINCI & ORIX building trust: from the Board to managers Communication issues Project Organization CFT: Cross Functional Teams Mindset change by Performance Management Create trust and confidence 2 FUTURE STRATEGY Reorganization : Operations & Group Companies > Rationalization Insourcing Specified OPS Talent development and Performance based Compensation: HR system renovation, recruitments, compensation system CEO/Co-CEO CXO Co-CEO/CEO D-CXO 8
3. THE KOBE DEAL
Kobe airport project overview After the success story in Kansai, new step in the international development of VINCI Airports in Japan 1 Description of the project 3 The first 3-airports system in Japan 42-years operation and management of Kobe Airport (aligned with Kansai Airports concession). Grantor: Kobe City Kansai Region 2 Financial bid considerations 4 Key dates Upfront Fee: 450 mjpy / 3.3mEUR (1) Annual Fee: 445 mjpy / 3.2 meur (1) Revenue Sharing Fee Bid Date: June 30, 2017 Signature of the concession contract: September 28, 2017 Start of Operation: April 2018 End of Concession: March 2060 Note 1-1 EUR = 136 JPY as of 08/01/2018 10
4. FUTURE PROJECTS
Potential future projects Among several airports privatization, Hokkaido seen as the most interesting 1 Description of the project 30-years operation and management (April 2020 to April 2050) 4 Grantors (with 4 concession agreements): State Hokkaido Prefecture Asahikawa-City Obihiro-City 1 SPC will operate the bundle of 7 airports (among all the 13 airports in Hokkaido): Shin-Chitose, Wakkanai, Kushiro, Hakodate, Asahikawa, Obihiro, Memanbetsu 2 Financial bid considerations 4 5 Bundle of 7 airports Asahikawa Airport Shin Chitose Airport Traffic FY2016 * Wakkanai Airport Hakodate Airport Memanbetsu Airport Kushiro Airport Tokachi Obihiro Airport Price of the shares of terminal building companies Price of assets to be transferred Consideration of the Operating Right (minimum amount to be set) 3 Key dates Shin-Chitose Hakodate Asahikawa Memanbets u Kushiro 1 744 1 122 781 724 4.7% 3.3% 3.1% 3.9% 21 545 6.0% 2-step bid: NBO on July 2018 and BO on March 2019 2-step transition: Acquisition of Terminal Co. and operation: January 2020 Takeover of Airport Business on April 2020 Obihiro Wakkanai kpax 629 193 3.1% 2.6% XX % CAGR 11-16 Note * Fiscal year ending in March 2017 Source Information Package 12
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