OHL GROUP ANNUAL REPORT 2012

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ACTIVITY REPORT

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OHL Concessions

• POSITION OF
OHL CONCESSIONS
FINANCIAL PARTICIPATION
Major shareholder, with a 15.24% stake, in Abertis, world leader in transport
infrastructure concessions after the transaction with OHL.
DIRECT MANAGEMENT
Continuity of major growth: +34.3% in sales and +59.1% in EBITDA.
Portfolio of 16 major concessions: 11 highways (851 km), two railways, two ports
and an airport.
Geographical presence.
— Strategic countries: Mexico, Peru and Spain
— Interest in other countries: United States, Canada and Colombia
PERFORMANCE CRITERIA
OHL Concessions, financially independent and with a separate reporting structure
from the rest of OHL.
Minimum return of 15% on equity in euros.
Concessions funded without recourse and in local currency.
Preference for majority investments.
OHL Concessions
leads the OHL Group's concessions business and has established itself in its industry sector
as a strategic player in the public-private partnership international contract market with broad experience in the
financing, construction and operation of transport infrastructure.
Through this subsidiary, in 2012 OHL carried out the largest corporate transaction in its history: agreements with
Abertis on concessionary assets in Brazil and Chile, with the Group’s entry as the majority industrial shareholder
in this company, which has become the world's largest concessionaire as a result of this operation.
Following these agreements, which are described in the information on relevant activities for the year, OHL
Concessions ended 2012 with major stakes in two listed companies: OHL Mexico, with 74%, and Abertis, with
15%. Both companies are part of the major stock indexes in the markets they trade in, the IPC, of the Mexican
Stock Exchange and the Ibex 35, of the Madrid Stock Exchange.
749
M
2012 EBITDA
71%
Group EBITDA
16%
Group Sales
44,933
M
Portfolio at 31/12/12
3%
4%
17%
76%
Mexico
Spain
Argentina
Peru
200
400
600
800
1,000
749
643
471
479
10,000
20,000
30,000
40,000
50,000
44,933
44,646
+34.3%
+59.1%
+0.6%
Sales
EBITDA
Portfolio
2011
2012
2011
2012
2011
2012
Trend in sales, EBITDA and long term portfolio
of OHL Concessions
(€M)
Long-term portfolio by country
(Total 2012: €44,933 M)
Toll roads are OHL
Concessions’ main line of
activity, with 71% of the
total investment managed
and 86% of the long-term
portfolio.
INFRASTRUCTURES OPERATED BY THE OHL CONCESSIONS DIVISION
TOLL ROADS
Length
(Km)
OHL interest
(%)
SPAIN
74
-
M-45 Highway Section 3
8.3
100.0
M-12 Toll Road
9.4
100.0
A-2 Highway Section 1
56.0
95.0
MEXICO
361
-
Mexiquense Beltway
154.9
73.9
Bicentennial Viaduct
32.0
73.9
Amozoc-Perote Highway
123.0
51.1
Northern Puebla Bypass
34.9
73.9
Poetas Expressway
(Western Urban Toll Road)
7.5
36.9
Northern Urban Toll Road
9.0
73.9
PERU
356
-
Northern Toll Road
356.2
100.0
ARGENTINA
60
-
Ezeiza-Cañuelas Toll Road
60.0
89.1
TOTAL OHL CONCESSIONS
851
-
In 2012, with the opening of the final stages of Northern Urban Toll Road in Mexico City and the inauguration
of the first two sections of Poetas Expressway in Mexico, 10 of the 11 toll road concessions were at the
operational stage. Average daily traffic grew 9.7% compared to 2011.
COMMERCIAL PORTS
Surface Area
(hectares)
OHL interest (%)
Port of Alicante (Spain)
30.0
100.0
Port of Tenerife (Spain)
15.0
65.0
In 2012, OHL Concessions increased its activity in the commercial ports sector, to be awarded the new
container terminal in the eastern basin of the Port of Santa Cruz de Tenerife.
AIRPORTS
Services under
concession
OHL interest (%)
Toluca International Airport
(Mexico)
infrastructure
airports,
supplementary
and
complementary
services
36.2
In the coming years, Toluca International Airport is expected to grow significantly in terms of passenger numbers
and operations, due to the saturation process experienced by the International Airport of Mexico City. During
the first half of 2013 the operations of Aeromexico and the Vivaaerobus line are expected to begin.
RAILWAYS
Length (km)
OHL interest (%)
West Light Rail Lines (Spain)
22.4
51.3
Móstoles-Navalcarnero Suburban
Train (Spain)
15.0
100.0
MARINAS
Number of
berthing points
OHL interest (%)
Zumaia Marina (Spain)
548
78.3
Roda de Bará Marina (Spain)
647
50.0
Torredembarra Marina (Spain)
795
24.1
The two transit lines operated by Metro Ligero Oeste served a total of 6,444,091 passengers in 2012.
NEW CONCESSIONS
In 2012, OHL Concessions increased its activity in the commercial ports
sector, to be awarded the new container terminal in the eastern basin
of the Port of Santa Cruz de Tenerife,
Spain
, managed by
Terminal de
Contenedores de Tenerife (TCT)
.
NEW TECHNOLOGY SUBSIDIARY
OHL Concessions’ commitment to technology, R&D and its application
in improving the operation of transport infrastructure has resulted in the
incorporation of the new
Tráfico y Transporte Sistemas (TTS)
technology
subsidiary for marketing the developed systems and tools.
FINANCIAL OPERATIONS
On 13 December 2012, OHL Emisiones (subsidiary that is 100%-owned
by OHL Concessions) signed a three-year loan amounting to € 750
million. This loan is a non-recourse financing that is solely guaranteed
by the shares that the company holds in Abertis, representing 15.24%
of its share capital. This was updated on 25 January 2013, increasing
the amount to € 800 million.
FINANCIAL CLOSING IN 2012
Country
Concessionaire
Amount
Operation
Spain
Autovía de Aragón Tramo 1
-
Update of signed credit
Terminal de Contenedores de
Tenerife
€ 31.5 million
Syndicated credit with
Caixabank and Banco
Popular
Mexico
Autopista Urbana Norte
Up to € 25 million
Contribution of Cofides in
exchange for up to 12% of
the concessionaire
Controladora Vía Rápida Poetas
(Poetas Expressway)
700 million Mexican
pesos
Credit from Banobras and
Banorte
West Light Rail Lines, travel concession in
Madrid, Spain.
WORKS AND START OF OPERATIONS
Mexico
Northern UrbanToll Road.
In the months of April, October and December,
the last section of this highway’s legs (I and III and II respectively)
became operational, with its nine-kilometer long route being entirely
opened to traffic.
After 23 months of implementation, the opening of the last leg ended a
project of enormous technical and logistical complexity, integrating the
second levels of the State of Mexico and the Federal District.
Terminales Marítimas del Sureste (TMS), at
the Port of Alicante, Spain.
SIGNIFICANT ACTIVITIES
OPERATIONS WITH ABERTIS
Agreements with Abertis on OHL concessionary assets in Brazil and Chile materialized in December and are the greatest
highlight of the Group’s extraordinary operations during 2012.
The operation on Brazilian assets was implemented as a swap of the 100% stake in Participes in Brazil, a company
which held a 60% stake in the listed company OHL Brazil, in exchange for 10% of Abertis, plus the assumption by this
company of liabilities of OHL Concessions with Participes in Brazil for € 504.1 million, a cash payment of € 10.7 million
and another of € 26.9 million relating to the interim dividend of 2012 distributed with respect to this block of shares.
This 10% shareholding and additional purchases of shares resulted in OHL’s shareholding in Abertis standing at 15.24%.
Meanwhile, the sale of the Chilean assets entailed Abertis paying € 204.1 million.
These operations have entailed a significant and positive transformation in the OHL Group, and enabled the group to:
Strengthen its strategy in concessions
by becoming the key industrial partner of and the majority shareholder in
Abertis, the world’s largest concession holder.
Materialize the value generated in concessions in Brazil and Chile
by generating a net gain of € 1.101,11 million.
Significantly reduce its debt
, both global and with recourse, thereby most notably strengthening its financial position.
Balance and diversify its portfolio of assets
by incorporating highly-complementary concessions, which are more
mature and in other geographies, providing a significant and stable dividend flow.
Poetas Expressway.
The five kilometers of the original project between
Santa Fe and Avenida Luis Cabrera of Poetas Expressway (or Western
Uban Toll Road) were opened to traffic between the months of October
and December 2012.
During the first half of 2013, civil engineering work of the second body
between las Águilas and Luis Cabrera are expected to be completed,
as well as about two further kilometers of expansion planned for the
highway link to the second levels of the southern ring road.
Interoperability of electronic tolls in the Metropolitan area of Mexico
Valley.
In 2012, Televía-Opcom, of OHL Mexico, and the IAVE system
from the R&D company honed the technology platform that enables
the interoperability of the two electronic toll payment systems
implemented on highways in the metropolitan area of the Valley of
Mexico. The OHL Mexico highways that were already involved in this
interoperability scheme are Bicentennial Viaduct, Northern Urban Toll
Road and Poetas Expressway.
Spain
A-2 Higway Section 1.
The concessionaire Autovía de Aragón Tramo
1 completed work on expanding and improving this concession in
December 2012, which runs between Madrid and Guadalajara (link to
R-2). The section is 56 km long and the actions performed have entailed
a sharp reduction in the accident rate, an increase in road capacity and
savings in travel time on that section.
The project included, among the newly-built works, the extension to a
third lane, improved layout and remodeling of links between kilometer
points 23.3 and 55.0, and the continuation of the service road on
both sections.
Terminal de Contenedores de Tenerife.
This concessionaire carried out
in optimal conditions the actions envisaged in its investment plan,
designed in two phases for the development of the new port terminal
awarded in the East Breakwater of the Port of Santa Cruz de Tenerife and
the start of operations in the first half of 2013.
Peru
Northern Toll Road.
In 2012, works concluded for doubling the 70-km
stretch running between kilometer point 299.1 and 369.8 in the course
of the Pan-American North Highway that joins the cities of Huarmey and
Casma. Completion occurred after finishing the archaeological rescue
project of the La Virgen site, which covered area of 49.8 km in the District
of Culebras.
Free flow port of the Bicentennial Viaduct
and Norther Urban Toll Road, OHL Mexico
highways.
Section of Culebras Bridge in Northern Toll
Road (Peru).
A-1 Highway Section 1 (Spain), concession
in which the expansion and improvement
works were completed in 2012.
In 2012, OHL Concessions
completed the works of the
concessions Northern Urban Toll
Road in Mexico and A-1 Highway
Section 1 in Spain. In addition, two
sections of the Mexican Poetas
Expressway were completed and
the works doubling a 70-km stretch
of Northern Toll Road, in Peru, was
finished.
In addition to the transactions with Abertis, the recurring activity of the OHL Concessions division, excluding assets
in Brazil and Chile, which have come to be accounted for as a discontinued operation, has continued the positive
trend of previous years and achieved significant growth during 2011: +34.3% in sales and +59.1% in EBITDA.
These increases have kept this division as the driving force, for yet another year, of the results obtained by the
OHL Group, to which it contributed with 16% of sales and 71% of EBITDA in 2012.
Within the scope of the geographic, industry and financial strategy adopted by OHL Concessions, it has maintained
the program of projects on infrastructures at investment stage in its main markets (Mexico and Spain) during
the year. There has been increased activity in studying business opportunities in new strategic markets (USA,
Canada and Colombia) and the OHL Group’s financial autonomy has been strengthened.
OHL Concessions’ main
markets are Spain and
Mexico, 91% of EBITDA, and
the company is also present
in Argentina and Peru.
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