UNIVERSAL REGISTRATION DOCUMENT 2023
LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 2 MILESTONES IN 2023 4 ANTIN AT A GLANCE 5 BUSINESS MODEL 8 FLAGSHIP STRATEGY 9 MID CAP STRATEGY 10 NEXTGEN STRATEGY 11 ANTIN’S PORTFOLIO COMPANIES 12 1 PRESENTATION OF ANTIN 15 1.1 Industry overview 16 1.2 Overview of Antin 18 1.3 Regulatory environment 28 2 CORPORATE GOVERNANCE 35 2.1 Governance framework 36 2.2 Management and administration of the Company 36 2.3 Compensation of corporate officers 64 3 RISKS FACTORS 79 3.1 Risks relating to investment activities 81 3.2 Risks relating to operations 86 3.3 Financial risks 88 3.4 Risk management and internal control systems 90 3.5 Insurance 95 3.6 Legal and arbitration proceedings 95 4 SUSTAINABILITY 97 4.1 About this non-financial performance statement 98 4.2 Sustainability strategy 99 4.3 Material ESG topics 103 4.4 Responsible company approach 107 4.5 Responsible investor approach 120 4.6 Indicators table 128 4.7 Independent third-party report 130 5 ACTIVITY REPORT 133 5.1 Activity update 134 5.2 Analysis of the Consolidated Financial Statements 136 5.3 Contractual obligations, commercial commitments and off‑balance sheet arrangements 140 5.4 Significant events since 31 December 2023 140 5.5 Environment and society 140 5.6 Profit forecast and outlook 141 6 FINANCIAL STATEMENTS 143 6.1 Consolidated Financial Statements 144 6.2 Notes to the Consolidated Financial Statements 149 6.3 Statutory Auditor’s report on the Consolidated Financial Statements 177 6.4 Statutory Financial Statements 180 6.5 Notes to the Statutory Financial Statements 183 6.6 Additional reporting 193 6.7 Statutory Auditor’s report on the Statutory Financial Statements 194 7 INFORMATION ON ANTIN 199 7.1 General information 200 7.2 Information on contracts 206 7.3 Information on share capital and share ownership 209 7.4 Information on instruments giving access to equity 213 7.5 Share performance and distributions to shareholders 218 7.6 Additional information 221 8 ANNUAL SHAREHOLDERS’ MEETING 225 8.1 Agenda 226 8.2 Report of the Board of Directors to the Annual Shareholders’ Meeting 227 9 CROSS-REFERENCE TABLES 240 10 GLOSSARY 250 TABLE OF CONTENTS
UNIVERSAL REGISTRATION DOCUMENT 2023 This Universal Registration Document was filed on 15 March 2024 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of said regulation. This Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if supplemented by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole document is approved by the AMF in accordance with Regulation (EU) 2017/1129. This Universal Registration Document is prepared in accordance with appendix II of Commission delegated regulation (EU) no. 2019/980 of 14 March 2019 and presents Antin Infrastructure Partners S.A.’s (the “Company”) statutory financial statements (the “Statutory Financial Statements”) prepared in accordance with French accounting principles for the financial year ended 31 December 2023, as well as the corresponding consolidated financial statements (the “Consolidated Financial Statements”) prepared in accordance with International Financial Reporting Standards (“IFRS”). A glossary defining some of the terms used herein is appended to this Universal Registration Document.
Letter from the Chairman and Chief Executive Officer ALAIN RAUSCHER Managing Partner Chairman and Chief Executive Officer LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 2 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023
Antin reported strong results in 2023 with a revenue growth of more than 30% and an increase in net income of more than 60%. The outlook for private infrastructure and for Antin remains strong. W hile infrastructure assets continued to demonstrate their intrinsic resilience in 2023, the past year was one of the most challenging overall market environments for private infrastructure deal activity and fundraising in recent history. Despite this context, we delivered strong financial results and the medium-term outlook for infrastructure in general and Antin in particular remains promising. Antin achieved a record year for both revenue and net income, up respectively by more than 30% and more than 60%. Most of our earnings stem from long-term contracted management fees, which continue to expand as we scale the business. In addition, the potential for future performance fee revenue remains significant. We maintained our “performance first” approach across our portfolio companies, prioritising growth and value creation initiatives that resulted in strong operating and financial performance. Over half of our portfolio companies achieved double-digit revenue growth and an even larger proportion enhanced their profitability, demonstrating the resilience of infrastructure and proving once again that our investment framework works well across economic cycles. As a result, fund performance remained stable despite inflationary pressure, increasing interest rates and macroeconomic uncertainty. With respect to capital deployment, we continued to exercise discipline, making four investments in high-quality companies. All of them have a strong link to sustainability, with three companies supporting the energy transition and one operating in safety infrastructure. While we evaluated a significant number of opportunities throughout the year, we remained selective in our choices, and we believe this has served our stakeholders well. While interest in infrastructure as an asset class remains high, 2023 was one of the most difficult years on record for fundraising. Fund Investor liquidity constraints impacted commitments to infrastructure, despite investors’ intention to allocate more capital. Nevertheless, we made significant progress, meeting the target for NextGen Fund I and securing substantial commitments for Flagship Fund V, where we have closed on more than 90% of the Fund’s target at the end of the year. We are proud of our achievements in 2023 and remain focused on serving our clients as we continue to execute our long-term growth strategy. We thank our employees for their unwavering dedication, and our Fund Investors and Shareholders for their trust and continued support. Looking forward, we remain optimistic. While we expect challenges to persist in 2024, we are confident in the positive long-term trends shaping infrastructure, driven by the energy transition, greener transportation, and digitalisation. We expect private infrastructure to gain momentum and we are well positioned to play a key role as a leading private equity firm in this important sector. LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023 3
Milestones in 2023 2023 CORPORATE ACTIVITY INVESTMENT ACTIVITY JANUARY 2023 • Establishment of Seoul office, further strengthening the investor relations set-up NOVEMBER 2023 • Announcement of leadership evolution: enlargement of the Executive Committee and several associated promotions • Final close on inaugural NextGen Fund I at €1.2 billion target DECEMBER 2023 • Total commitments for Flagship Fund V reach more than €9.0 billion, exceeding 90% of target commitments FEBRUARY 2023 • Acquisition of PearIX, owner and operator of fully integrated smart grid infrastructure systems in the US (NextGen Fund I) MARCH 2023 • Formation of a joint venture with Scandinavian Enviro Systems to create the world’s first large-scale tyre recycling group in Europe, supported by Michelin (NextGen Fund I) JUNE 2023 • Voluntary cash tender offer for 100% of OPDEnergy, a renewable energy platform focused on solar and onshore wind (Flagship Fund V) NOVEMBER 2023 • Acquisition of Consilium Safety, a global leader in safety management infrastructure (Flagship Fund V) • Sale of Hesley Group, a UK adult education and residential homes provider (Flagship Fund III) MILESTONES MILESTONES IN 2023 4 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023
Antin at a glance Antin Infrastructure Partners is a leading private equity firm focused on infrastructure. With over €30 billion in Assets under Management across its Flagship, Mid Cap and NextGen investment strategies, Antin targets investments in the energy and environment, digital, transport and social infrastructure sectors. With offices in Paris, London, New York, Singapore, Seoul and Luxembourg, Antin employs over 220 professionals dedicated to growing, improving and transforming infrastructure businesses while delivering long-term value to portfolio companies and investors. Majority owned by its partners, Antin is listed on compartment A of the regulated market of Euronext Paris. (Ticker: ANTIN – ISIN: FR0014005AL0) Flagship NextGen Mid Cap ANTIN OPERATES THREE DIFFERENTIATED INFRASTRUCTURE INVESTMENT STRATEGIES ANTIN AT A GLANCE ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023 5
(1) Including investments announced but not yet closed. (2) Data for all companies in portfolio as at 31 December of the reporting year unless otherwise indicated. Data for the latest reporting year is subject to changes as it has not been verified at the moment this document was formalized. (3) Permanent and non-permanent employees as of 31 December of the reporting year. (4) Permanent employee hires during the reporting year. (5) Without energy companies for which the pass-through of energy cost leads to substantial revenue changes, inflating 2022 figures and deflating growth in 2023. Numbers based on equally weighted revenue and EBITDA growth on a constant currency basis for all portfolio companies held by Flagship and Mid Cap for at least 12 months as of 31 December 2023. (6) Operational companies as at 31 December of the reporting year. (7) New portfolio companies owned for at least 12 months as at 31 December of the reporting year. ANTIN IS A RAPIDLY GROWING INVESTMENT FIRM WITH A HIGH PROFITABILITY €31.1 bn assets under management (+1.7% over 2023) €20.2bn fee-paying assets under management (+5.8% over 2023) 62% underlying EBITDA margin €283m revenue 227 employees globally WE SUPPORT OUR PORTFOLIO COMPANIES WITH CAPITAL AND EXPERTISE TO GROW SUSTAINABLY 27 portfolio companies (1) 14% 2023 revenue growth (5) 29,439 employees within portfolio companies (2)(3) 100% new portfolio companies onboarded onto our ESG programme (6) 7,323 jobs created (2)(4) 55% portfolio companies have or are in the process of setting decarbonisation targets (7) WE DELIVER CONSISTENT STRONG INVESTMENT PERFORMANCE TO OUR FUND INVESTORS 22% realised gross IRR 2.6 × realised gross multiple 7 active funds ANTIN AT A GLANCE 6 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023
KEY FIGURES KEY PERFORMANCE INDICATORS (in €m, unless otherwise indicated) 2023 2022 Assets under management (€bn) 31.1 30.6 Fee-paying assets under management (€bn) 20.2 19.1 Fundraising incl. co-investments (€bn) 2.4 8.2 Investments incl. co-investments (€bn) 2.1 3.5 Gross exits incl. co-investments (€bn) 0 2.4 Total revenue 282.9 214.2 Management fees revenue 278.4 209.2 Effective management fee rate (%) (1) 1.32% 1.35% Underlying EBITDA 175.5 118.5 Underlying EBITDA margin (%) 62% 55% Underlying net income 127.9 79.7 IFRS net income 74.8 (16.8) Total Assets 617.7 596.8 Net financial debt/(cash) (423.9) (422.0) Total equity 497.5 473.5 No. of employees 227 200 No. of investment professionals 101 94 (1) Excluding catch-up fees and management fees for Fund III-B. SHARE INFORMATION AS OF 31-DEC (in €m, unless otherwise indicated) FY 2023 FY 2022 Share price (€ per share) 13.8 20.3 No. of shares outstanding 179,193,288 174,515,700 Market capitalisation (€bn) 2.5 3.5 Weighted average no. of shares 175,571,129 174,531,363 Diluted weighted average no. of shares 176,316,749 181,978,992 Earnings per share (€ per share) 0.73 0.46 Diluted earnings per share (€ per share, underlying) 0.73 0.44 Earnings per share (€ per share, IFRS) 0.43 (0.10) Diluted earnings per share (€ per share, IFRS) 0.42 (0.09) Distribution per share (€ per outstanding share) (1) 0.71 0.42 Payout ratio 99% 92% Distribution yield (%) 5.2% 2.1% (1) Of which €0.32 per share already distributed in November 2023 and the remainder distribution to shareholders of €0.39 per share is subject to shareholder approval at the Annual Shareholders’ Meeting on 13 June 2024. ANTIN AT A GLANCE ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023 7
Business model ENTREPRENEURSHIP ACCOUNTABILITY DISCIPLINE PARTNERSHIP SEEING POTENTIAL, DELIVERING VALUE THE “ANTIN INFRASTRUCTURE TEST” PIONEERING INVESTMENT APPROACH VALUE-ADD STRATEGIES: • GROWING • IMPROVING • TRANSFORMING BUSINESSES ENERGY & ENVIRONMENT DIGITAL TRANSPORT SOCIAL INFRASTRUCTURE DEDICATED INFRASTRUCTURE FOCUS IN 4 DOMAINS (1) Without energy companies for which the pass-through of energy cost leads to substantial revenue changes, inflating 2022 figures and deflating growth in 2023. Numbers based on equally weighted revenue and EBITDA growth on a constant currency basis for all portfolio companies held by Flagship and Mid Cap for at least 12 months as of 31 December 2023. (2) New portfolio companies owned for over two months as of 31 December 2023 EMPLOYEES • 227 professionals • 28 partners • Diverse workforce OPERATING PLATFORM • Scalable platform • In-house expertise FINANCIAL • €424m in cash • Strong balance sheet • Low capital intensity EXPERIENCE • Best-in-class investor • Proven portfolio company manager • Broad advisor network Flagship Mid Cap Nextgen ESSENTIAL SERVICE STABLE AND PREDICTABLE CASH FLOWS DOWNSIDE PROTECTION INFLATION LINKAGE HIGH BARRIERS TO ENTRY FUND INVESTORS • 2.6x realised gross multiple since inception PORTFOLIO COMPANIES • 14% (1) annual revenue growth PLANET AND SOCIETY • 100% of new portfolio companies onboarded onto our ESG programme (2) EMPLOYEES • +27 employees during the year SHAREHOLDERS • 99% payout ratio 1 2 3 5 4 FOUNDING PRINCIPLES RESOURCES RESULTS BUSINESS MODEL 8 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023
Flagship strategy FLAGSHIP STRATEGY The Flagship strategy follows a value-add investment approach focused on growing and transforming infrastructure businesses to generate attractive risk-adjusted returns. It has delivered outstanding investment returns for more than 15 years. The Flagship strategy invests in the energy and environment, digital, transport and social infrastructure sectors across Europe and North America. Within these sectors and geographies, Antin looks for investment opportunities that benefit from attractive long-term market trends, exhibit defensive infrastructure characteristics, demonstrate a degree of complexity and have identifiable value creation potential. All assets must pass the Antin Infrastructure Test, which filters for essential assets with embedded downside protection, high barriers to entry, predictable cash flows and inflation protection. The Flagship strategy produced strong realised returns since inception with a Gross Multiple of 2.6x and Gross IRR of 22%. Powered by strong investment performance, the Flagship strategy scaled from €1.1 billion raised for Fund I to €6.5 billion raised for Fund IV. Antin is currently raising and deploying Flagship Fund V with €10 billion target commitments and a hard cap set at €12 billion. More than 90% of target commitments were raised as at 31 December 2023. Flagship Fund V targets controlling stakes in ~10-12 companies with equity investments in the range of ~€600 million to more than €1 billion. EQUITY INVESTMENT RANGE GEOGRAPHY SECTORS OWNERSHIP ENERGY & ENVIRONMENT CONTROLLING STAKES DIGITAL TRANSPORT SOCIAL ~€600m-€1,000m+ for Flagship Fund V North America Europe €16.8bn fee-paying assets under management 33 investments as of 31 December 2023 22%/2.6x realised gross returns across 16 exits FLAGSHIP STRATEGY ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2023 9