UNIVERSAL REGISTRATION DOCUMENT 2022
1 PRESENTATION OF ANTIN 15 1.1 Industry overview 16 1.2 Overview of Antin 17 1.3 Regulatory environment 25 2 CORPORATE GOVERNANCE 31 2.1 Governance framework 32 2.2 Management and administration of the Company 32 2.3 Compensation of corporate officers 55 3 RISK FACTORS 71 3.1 Risks relating to investment activities 72 3.2 Risks relating to operations 76 3.3 Financial risks 79 3.4 Risk management and internal control systems 81 3.5 Insurance 85 3.6 Legal and arbitration proceedings 85 4 SUSTAINABILITY 87 4.1 About this non-financial performance statement 88 4.2 Sustainability strategy 89 4.3 Material ESG topics 92 4.4 Responsible company approach 96 4.5 Responsible investor approach 106 4.6 Indicators table 114 4.7 Independent third-party report 116 5 ACTIVITY REPORT 119 5.1 Activity update 120 5.2 Analysis of the Consolidated Financial Statements 122 5.3 Contractual obligations, commercial commitments and off‑balance sheet arrangements 126 5.4 Significant events since 31 December 2022 126 5.5 Environment and society 127 5.6 Profit forecast and Outlook 127 6 FINANCIAL STATEMENTS 129 6.1 Consolidated Financial Statements 130 6.2 Notes to the Consolidated Financial Statements 135 6.3 Statutory auditor’s report on the Consolidated Financial Statements 163 6.4 Statutory Financial Statements 166 6.5 Notes to the Statutory Financial Statements 169 6.6 Additional reporting 179 6.7 Statutory auditor’s report on the Statutory Financial Statements 181 7 INFORMATION ON THE COMPANY AND ITS GROUP 185 7.1 General information 186 7.2 Information on contracts 192 7.3 Information on the share capital and share ownership 195 7.4 Information on instruments giving access to equity 198 7.5 Share performance and distributions to shareholders 202 7.6 Additional information 204 8 ANNUAL SHAREHOLDERS' MEETING 207 8.1 Agenda 208 8.2 Report of the Board of Directors to the Annual Shareholders’ Meeting 209 CROSS-REFERENCE TABLES 234 GLOSSARY 248 TABLE OF CONTENTS ◆ LETTER FROM THE MANAGING PARTNERS 2 ◆ MILESTONES IN 2022 4 ◆ KEY FIGURES 7 ◆ BUSINESS MODEL 8 ◆ ANTIN’S PORTFOLIO COMPANIES 12
UNIVERSAL REGISTRATION DOCUMENT 2022 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 2022, 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. This Universal Registration Document was approved on 5 April 2023 by the Autorité des Marchés Financiers (the “AMF”), in its capacity as competent authority under Regulation (EU) 2017/1129. The AMF has approved this Universal Registration Document after having verified that the information it contains is complete, coherent and comprehensible. This Universal Registration Document has been given the following approval number: R.23-008.This approval should not be construed as a favourable opinion of the AMF on the Company that is the subject of this Universal Registration Document. This Universal Registration Document may be used for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and its supplement(s). In this case, the securities note, the summary and all amendments made to the Universal Registration Document since its approval are approved separately in accordance with Article 10 paragraph 3, second subparagraph, of Regulation (EU) 2017/1129. It remains valid until 4 April 2024 and, during this period and, at the latest, simultaneously with the securities note and pursuant to Articles 10 and 23 of Regulation (EU) 2017/1129, must be completed by an amendment in the event of significant new facts, errors or significant inaccuracies.
LETTER FROM THE MANAGING PARTNERS 2022 was another record-breaking year for Antin with significant accomplishments in all areas of our business. We’ve grown our assets under management by ˜ 35%, to more than €30 billion. “ „ ALAIN RAUSCHER Managing Partner Chairman of the Board and CEO MARK CROSBIE Managing Partner Vice-Chairman of the Board and Deputy CEO 2 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022
LETTER FROM THE MANAGING PARTNERS A NOTHER RECORD-BREAKING YEAR FOR ANTIN 2022 was another record-breaking year for Antin with significant accomplishments in all areas of our business. We’ve grown our assets under management by ˜ 35%, to more than €30 billion. We raised the largest amount of capital and announced the most investments in a single year in the company’s history. We made promising investments in high quality businesses across all three investment strategies, we exited portfolio companies with strong realised returns and delivered continued strong investment performance. All of this was achieved in an uncertain economic environment marked by rapidly increasing interest rates and high inflation, as well as dislocations in equity and debt markets. LARGEST AMOUNT OF CAPITAL RAISED IN COMPANY’S HISTORY We raised capital commitments of €8.2 billion in 2022, which is the largest amount Antin raised in a single year and more than double the company’s prior record achieved in 2019. Our success in raising capital is powered by strong and consistent investment returns and a performance first mindset that is deeply rooted in our culture. It is also a testimony to the strength of our franchise in infrastructure investing and the long-term relationships we have built with fund investors. The final closes of Antin funds currently in the market, namely Flagship Fund V and NextGen Fund I, will substantially increase Antin’s earnings capacity. Having already closed a significant part of the targets for both funds, we are confident about achieving our fundraising objectives. Furthermore, we are proud to report that we significantly increased the number of fund investors and managed to secure greater geographic diversification, with significant capital commitments from new fund investors in Asia, the Middle East and North America. We’re also pleased with the engagement of our existing fund investors and the trend in re-up rates, which demonstrates the quality of our relationships and the trust we’ve built over many years. MOST INVESTMENTS IN A SINGLE YEAR 2022 was the first year in which we deployed capital across all three investment strategies, resulting in the biggest number of investments announced in a one-year period since Antin’s inception. In our Flagship strategy we announced two investments, Wildstone and Blue Elephant Energy. With the latter, we also began the investment period for Fund V. Our Mid Cap strategy continued to deploy capital at a rapid pace, with one investment announced in Europe and two in North America. These investments demonstrate our ability to successfully source and execute bespoke deals in the US, where we invested significantly in the build-up of the team and platform. Our NextGen strategy invested in three companies, all with significant growth expected and all contributing to the energy transition. This includes two EV charging companies that support the decarbonisation of transport and one smart grid solution business that contributes to the decarbonisation of residential housing. Each business also directly contributes to two United Nations Sustainable Development Goals: the first as affordable and clean energy and the second as climate action. OUR PROVEN INVESTMENT APPROACH HAS PRODUCED ATTRACTIVE RETURNS DESPITE THE CHALLENGING MARKET ENVIRONMENT Our investment performance remained robust in 2022. All our funds continue to trend either in-line or above expectation with all Gross Multiples increasing year-over-year despite the challenging economic and capital market environment. This performance is supported by our active approach to asset management and the hard work of our investment teams and portfolio company management teams. Our investment approach has been tested over many economic cycles. In particular our focus on companies that provide an essential service and have embedded inflation protection has served us well in the low-growth, inflationary environment we encountered in 2022. Most of our portfolio companies have demonstrated remarkable resilience and growth, supported by the build-up of infrastructure. Some of our portfolio companies, especially in the energy sector, also benefitted from higher energy prices, the continued push for renewable power, and the need to secure greater energy independence in Europe. PORTFOLIO EXITS WERE ON-TRACK Exits of portfolio companies in 2022 include the sale of Roadchef from Flagship Fund II and the sale of Lyntia Access from Flagship Fund III and Fund III-B. Both investments have delivered excellent returns for our fund investors, and attracted significant interest from buyers, highlighting that demand for high quality infrastructure assets remains strong among both strategic and financial parties. WE CONTINUED INVESTING IN THE BUILD-OUT OF OUR OPERATING PLATFORM In support of the significant growth of our business, we continued to hire talent across the investment, investor relations and operations teams. A total of 32 employees were added in 2022, of which 10 are based in New York. We are very focused on the integration of new hires to preserve our differentiated culture, which continues to be a key pillar of our success. While we are well resourced for the anticipated increase in activity related to Flagship Fund V, we expect to continue expanding the team to support future growth, although at a slower pace and well matched with our fundraising cycles. As it relates to operations more broadly, we launched technology projects that will strengthen our back- and mid-offices. These investments will digitalise mission-critical processes to enhance the scalability and effectiveness of our operating platform. In addition, we reinforced our leadership in ESG, continuing to build up the team while expanding data collection and reporting capabilities. WE’RE FOCUSED ON THE LONG-TERM Our strategy is progressing as planned and we’re pleased with the progress we made in 2022. Most importantly, we continue to focus on the long-term. Over the past decade we produced annualised growth in fee-paying AUM of 33% and annualised growth in underlying EBITDA of 38%, all while delivering superior investment performance to our fund investors. Our three investment strategies are highly scalable, and we continue to assess opportunities for complementary new investment strategies that have the potential to produce attractive risk-adjusted investment returns and allow us to further strengthen relationships with our fund investors. We are confident in our ability to continue to deliver excellent results to our fund investors and shareholders, and we are excited about the years that lie ahead. Sincerely ALAIN RAUSCHER Managing Partner Chairman of the Board and CEO MARK CROSBIE Managing Partner Vice-Chairman of the Board and Deputy CEO ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022 3
FUNDRAISING ACTIVITY MILESTONES IN 2022 INVESTMENT ACTIVITY MARCH 2022 Launch of fundraising for Flagship Fund V with target commitments of €10 billion (€12 billion hard cap) MILESTONES IN 2022 AUGUST 2022 Start of investment period for Flagship Fund V OCTOBER 2022 First close for Flagship Fund V with more than €5 billion commitments MARCH 2022 • Sale of Roadchef, a motorway service area operator in the UK (Flagship Fund II) • Acquisition of Lake State Railway, a rail freight network in the US (Mid Cap Fund I) • Acquisition of Empire, fibre-to-the-premise network in the US (Mid Cap Fund I) APRIL 2022 • Acquisition of SNRG, a UK developer and operator of smart grids. First investment for NextGen (NextGen Fund I) MAY 2022 • Acquisition of PowerDot, one of the fastest-growing owner-operators of charging points for electric vehicles in Europe (NextGen Fund I) JULY 2022 • Sale of lyntia Networks, fibre-to-the-office network in Spain (Flagship Fund III and Fund III-B) • Acquisition of Raw Charging, one of the leading UK operators of public destination EV charging infrastructure (NextGen Fund I) AUGUST 2022 • Acquisition of Wildstone, the leading owner of independent outdoor media infrastructure in the UK (Flagship Fund IV) • Acquisition of Blue Elephant Energy, a fast-growing European renewable energy platform (Flagship Fund V) NOVEMBER 2022 • Acquisition of HOFI, an Italian fast-growing funeral infrastructure operator managing key assets including funeral homes and crematoria (Mid Cap Fund I) DECEMBER 2022 Total commitments reach €7.4 billion for Flagship Fund V and €1.0 billion for NextGen Fund I Milestones in 2022 4 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022
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 and Luxembourg, Antin employs over 200 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) ANTIN OPERATES THREE DIFFERENTIATED INFRASTRUCTURE INVESTMENT STRATEGIES Flagship Mid Cap NextGen ANTIN AT A GLANCE ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022 5
(1) 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 formalised. (2) Permanent employee hires. Excludes more recent acquisitions HOFI and Power Dot. (3) New portfolio companies owned for over two months as of 31 December 2022. ANTIN IS A RAPIDLY GROWING INVESTMENT FIRM WITH A HIGH PROFITABILITY €30.6 bn assets under management (+34.9% over 2022) €19.1 bn fee-paying assets under management (+38.4% over 2022) 55% underlying EBITDA margin €214m revenue 200 employees globally WE SUPPORT OUR PORTFOLIO COMPANIES WITH CAPITAL AND EXPERTISE TO GROW SUSTAINABLY 24 portfolio companies 27% 2022 revenue growth 27,423 employees within portfolio companies (1) 100% new portfolio companies onboarded onto our ESG programme (3) 7,150 jobs created (1)(2) 50% portfolio companies have or are in the process of setting decarbonisation targets (1) WE DELIVER CONSISTENT STRONG INVESTMENT PERFORMANCE TO OUR FUND INVESTORS 23% realised gross IRR 2.7 × realised gross multiple 7 active funds ANTIN AT A GLANCE 6 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022
Key figures KEY FIGURES KEY PERFORMANCE INDICATORS (€m, unless otherwise indicated) 2022 2021 Assets under management (€bn) 30.6 22.7 Fee-paying assets under management (€bn) 19.1 13.8 Fundraising incl. co-investments (€bn) 8.2 3.8 Investments incl. co-investments (€bn) 3.6 3.3 Gross exits incl. co-investments (€bn) 2.4 1.6 Total revenue 214.2 180.6 Management fees revenue 209.2 170.8 Effective management fee rate (%) (1) 1.35% 1.38% Underlying EBITDA 118.5 108.4 Underlying EBITDA margin (%) 55% 60% Underlying net income 79.7 74.4 IFRS net income (16.8) 32.4 Total assets 596.8 518.8 Net financial debt/(cash) (422.0) (392.6) Total equity 473.5 447.7 No. of employees 200 163 No. of investment professionals (2) 94 83 (1) Excluding catch-up fees and management fees for Fund III-B. (2) Including specialist teams. 65 investment professionals excluding specialist teams. SHARE INFORMATION AS OF 31-DEC-2022 (€m, unless otherwise indicated) 31-Dec-2022 31-Dec-2021 Share price (€ per share) 20.3 34.5 No. of shares outstanding 174,515,700 174,562,444 Market capitalisation (€bn) 3.5 6.0 Weighted average no. of shares 174,531,363 161,904,704 Diluted weighted average no. of shares 181,978,992 163,869,137 Earnings per share (€ per share, underlying) 0.46 0.46 Diluted earnings per share (€ per share, underlying) 0.44 0.45 Earnings per share (€ per share, IFRS) (0.10) 0.20 Diluted earnings per share (€ per share, IFRS) (0.09) 0.20 Distribution per share (€ per outstanding share) (1) 0.42 0.39 Payout ratio (%) 92% 90% Distribution yield (%) 2.1% 1.1% (1) Of which €0.14 per share already distributed in November 2022 and remainder distribution to shareholders of €0.28 per share is subject to shareholder approval at Annual Shareholders’ Meeting on 6 June 2023. ANTIN AT A GLANCE ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022 7
BUSINESS MODEL FOUNDING PRINCIPLES ENTREPRENEURSHIP ESSENTIAL SERVICE DOWNSIDE PROTECTION INFLATION LINKAGE HIGH BARRIERS TO ENTRY STABLE AND PREDICTABLE CASH FLOWS ACCOUNTABILITY DISCIPLINE PARTNERSHIP Flagship Mid Cap NextGen EMPLOYEES • 200 professionals • 30 partners • Diverse workforce EXPERIENCE • Best-in-class investor • Proven portfolio company manager • Broad advisor network OPERATING PLATFORM • Scalable platform • In-house expertise FINANCIAL • €422m in cash • Strong balance sheet • Low capital intensity FUND INVESTORS • 2.7x realised gross multiple since inception PORTFOLIO COMPANIES • 27% annual revenue growth RESOURCES RESULTS 1 2 3 4 5 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 PLANET AND SOCIETY • 100% of new portfolio companies onboarded onto our ESG programme (1) EMPLOYEES • +37 employees during the year SHAREHOLDERS • 92% payout ratio (1) New portfolio companies owned for over two months as of 31 December 2022. 8 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022
€15.9 bn FPAUM 31 investments to date 23%/2.7 x realised gross returns across 15 exits 49 investment professionals (1) FLAGSHIP STRATEGY EQUITY INVESTMENT RANGE GEOGRAPHY SECTORS OWNERSHIP ENERGY & ENVIRONMENT CONTROLLING STAKES DIGITAL TRANSPORT SOCIAL INFRASTRUCTURE 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 cashflows and inflation protection. The Flagship strategy produced strong realised returns since inception with a Gross Multiple of 2.7x and Gross IRR of 23%. 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. Flagship Fund V targets controlling stakes in ~10-12 investments with equity tickets in the range of ~€600 million to more than €1 billion. ~€600-1,000+m for Flagship Fund V (1) Shared resources across Flagship and Mid Cap strategies. North America Europe ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022 9
MID CAP STRATEGY €2.2 bn FPAUM 5 investments to date 49 investment professionals (1) EQUITY INVESTMENT RANGE GEOGRAPHY SECTORS OWNERSHIP ENERGY & ENVIRONMENT CONTROLLING STAKES DIGITAL TRANSPORT SOCIAL INFRASTRUCTURE MID CAP STRATEGY The Mid Cap strategy is focused on mid market infrastructure investments. It applies the same rigorous and proven value-add investment approach as the Flagship strategy. The Mid Cap strategy invests in 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 positive 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 Mid Cap strategy was launched in 2021 and marked a return to Antin’s roots as a successful middle market infrastructure investor. As Antin grew its Flagship strategy over time, many attractive mid market investment opportunities were no longer at an appropriate size for that fund. The Mid Cap strategy was launched to offer investors access to attractive mid market investments and capitalise on Antin’s experience and investment platform. Fundraising for Antin Mid Cap Fund I was one of the fastest in the history of the firm. Driven by strong investor demand, the fund was oversubscribed at its €2.2 billion hard cap, significantly exceeding the €1.5 billion initial target size. Mid Cap Fund I targets controlling stakes in ~8-12 investments, with equity tickets in the range of ~€50-300 million. ~€50-300m for Mid Cap Fund I North America Europe (1) Shared resources across Flagship and Mid Cap strategies. 10 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2022