Alstom Transport supplier of Tram Systems in PPP schemes

Transcription

1 Alstom Transport supplier of Tram Systems in PPP schemes Arnaud de Monts 04/04/2014

2 Various procurement schemes A tramway system can be procured in various schemes, each of them have been experimented in various environment but return on experience to adapt the best scheme to a particular project taking into account the presence of existing tram system, the legal framework, the credit worthiest of the organizing authority, the financial environment, the long term vision for such system, Three main options are existing: Lot by lot procurement including an engineering lot The turnkey design & build procurement The PPP / Concession scheme procurement Presentation title - 31/03/2014 P 2

3 Contract type Separate lots Tax payer Transport Authority Public sector to finance full construction investment Interface management Rolling Stock Signaling Infrastructure Civil works Passengers Operator Maintenance Presentation title - 31/03/2014 P 3

4 Some Alstom references in lot by lot Madrid Spain MINTRA LRT 30 Citadis vehicles 32 m, 100% low floor, bidirectional Power supply PARLA line Signaling PARLA line Tram life service: 36 (27+9) trams under 2 technical maintenance contract from start up of operation Grenoble France SMTC LRT Citadis vehicles 43 m, 100% low floor, bidirectional Track works Istanbul Turkey ULASIM LRT 37Citadis vehicles 28 m, 100% low floor, bidirectional Presentation title - 31/03/2014 P 4

5 Contract type Separate Full turnkey lots Tax payer Transport Authority Public sector to finance full construction investment Interface Project management Turnkey consortium: Interface & Project management Rolling Stock Signaling Infrastructure Civil works Passengers Operator Maintenance Presentation title - 31/03/2014 P 5

6 Some Alstom references in turnkey procurement Dubai United Arab Emirates RTA LRT Turnkey 11 Citadis vehicles 43 m, 100% low floor, bidirectional Track works with Appitrack Power supply with APS Signalling & telecom E&M System engineering Depot Tram life service: Full system maintenance from start up of operation (Trams & Infrastructure) Oran Algeria EMA LRT Turnkey 37Citadis vehicles 32 m, 100% low floor, bidirectional Power supply Signalling & telecom E&M System engineering Depot Presentation title - 31/03/2014 P 6

7 Contract type Separate Full PPPturnkey lots Tax payer Transport Authority Public sector to finance part of investment and/or operation subsidies Passengers Presentation title - 31/03/2014 P 7 Interface Project Concession management company Turnkey consortium: Interface & Project management Lenders Operator Shareholders Operator Rolling Stock Signaling Infrastructure Civil works Maintenance Maintenance Financing

8 Alstom s references in Concessions and PPPs Arlanda Airport Link Manchester Metro Line 1 Nottingham LRT Line 2 Rouen Metrobus Line 1 CNM High Speed Line Barcelona LRT Ph 1 & 2 Alicante-Albacete ERTMS Reims LRT Line 1 Milan metro Line 5 + extension Florence LRT Lines 2&3 Jerusalem LRT Line 1 Participation sold In operation In construction Barcelona Presentation title - 31/03/2014 P 8

9 Barcelona Trambaix LRV Concession SPC : Trambaix Contract type : Concession DBFOM - Length : 28 years - Private financing : 50 % - Partial revenues/traffic risk transfer to Concessionaire (technical tariff) 15 km line including Rolling Stock: - 19 LRVs - Civil Work (light no big structures), - Power supply, signalling, track - System engineering - Operation & Maintenance Project history : > Traffic risk mitigated by technical tariff and traffic bands > 31 months between RFQ publication and financial close > Selection criteria based on NPV after an eliminatory technical qualification Main milestones : - Contract signature : November Financial Close: July Revenue service phase : April 2004 Presentation title - 31/03/2014 P 9

10 Barcelona Trambesos LRV Concession SPC : Trambesos Contract type : Concession DBFOM - Length : 28 years - Private financing : 50 % - Partial revenues/traffic risk transfer to Concessionaire (technical tariff) 14 km line including Rolling Stock: - 18 LRVs - Civil Work (light no big structures), - Power supply, signalling, track - System engineering - Operation & Maintenance Project history : > Traffic risk mitigated by technical tariff and traffic bands > 10 months between award notification and financial close > Selection criteria based on NPV after an eliminatory technical qualification Main milestones : - Contract signature : January Financial Close: April Revenue service phase : May 2005 & May 2007 Presentation title - 31/03/2014 P 10

11 Jerusalem LRT Concession SPC : CityPass Contract type : Concession DBFOM - Length : 28 years - Private financing : 30 % - Partial revenues/traffic risk for the Private (minimum revenues guaranteed) 14 km line including Rolling Stock: - 46 LRVs - Civil Work (light no big structures), - Power supply, signalling, track,system engineering - Operation & Maintenance Project history : > Traffic risk mitigated by minimum guaranteed according to bands > 31 months between first bid and financial close > Selection criteria based on NPV after an eliminatory technical qualification Main milestones : - Contract signature : October 2002 / October Financial Close: January 2005 (CPs left / start of work January 2006) - Revenue service phase : August 2011 Presentation title - 31/03/2014 P 11

12 Reims LRT Concession SPC : Mars Contract type : Concession DBFOM - Length : 30 years - Private financing : 60 % - Revenues/traffic risk for the Private 11 km line including Rolling Stock: - 22 LRVs - Civil Work (light no big structures), - Power supply, signalling, track - System engineering - Operation & Maintenance (including bus network) Project history : > Traffic risk mitigated by existing bus network where revenues were known > 27 months between award and financial close > Selection criteria based on NPV after an eliminatory technical qualification Main milestones : - Contract signature : July Financial Close: July Revenue service phase : April 2011 Presentation title - 31/03/2014 P 12

13 Nottingham LRT Concession SPC : Tramlink Contract type : Concession DBFOM - Length : 30 years - Private financing : 60 % - Mix of revenues/traffic risk and availability payment for the Private 17 km lines 2 & 3 including Rolling Stock: - 22 LRVs - Civil Work - Power supply, signalling, track - System engineering - Operation & Maintenance Project history : > Traffic risk mitigated by existing line one (revenues on day one) and availability payment by the authority > 12 months between award and financial close > Selection criteria based on NPV after an eliminatory technical qualification Main milestones : - Contract signature : December Financial Close: December Revenue service phase for new lines: December 2014 Presentation title - 31/03/2014 P 13

14 Lessons learned Direct or indirect government support is crucial to projects because : - Mass transit system do not reach financial equilibrium with fare revenues only - Capital subsidy paid alongside construction has been implemented for successful projects - Lenders may ask for government guarantees on the debt provided at least during operation - Lenders ask for fair compensation from authority in case of contract termination even for contractor default Full revenue risk transfer in projects does not represent Value for Money because : - Banks take low patronage forecast associated with expensive risk profile credit - Need for higher than normal use of expensive equity capital to face lower than expected revenues - REX prove that successful project have been implemented with mitigation like minimum revenue guarantee, availability payment with symbolic traffic risk, existing established revenues stream - More and more new projects are based on only availability and performance revenues Ongoing concession and PPP projects implemented are greenfield because: - Contractors reluctant to take the risk of the conditions of existing assets - Modernization sections are usually managed by the public infrastructure owner through a traditional procurement -However in Tram urban transport existing line or bus operation can be a source of initial revenues to extend the network Risk transfer to the private sector: Presentation title - 31/03/2014 P 14 - Limited to the rail industry capacity to deal with such risks

15 Reminder: Rail infrastructure Concession scheme with traffic risk Conceding Authority Capital subsidy Concession Contract Operating subsidies Shareholders (Industrials/Investors) Equity Dividends Concessionaire (Special Purpose Company SPC) Loan Debt service Lenders (Banks, ECA, etc..) EPC Turnkey Contract Operation & Maintenance Contract EPC Consortium O&M Company Users (Passengers or Operators) Presentation title - 31/03/2014 P 15

16 Reminder: Rail infrastructure PPP scheme without traffic risk Conceding Authority Fare or Access fee Users (Passengers or Operators) Capital subsidy Concession Contract Availability payments Shareholders (Industrials/Investors) Equity Dividends Concessionaire (Special Purpose Company SPC) Loan Debt service Lenders (Banks, ECA, etc..) EPC Turnkey Contract Maintenance Contract EPC Consortium Maintenance Company Presentation title - 31/03/2014 P 16

17 Recommendations We recommend PPP schemes : - with a strong support of Government - without traffic risks (or strongly mitigated) - with availability payments based on performance - for new lines / greenfield scope of works - to follow some key terms required by the specific features of the PPP (see after) Presentation title - 31/03/2014 P 17

18 Key terms required by the specific features of the PPP 1. Clear allocation of risk Defining feature of PPPs ideally follows the party who controls and can manage such risk can be shared: change in laws, hardship 2. Contract Adjustment Mechanisms devised to Ensure the continuity of the Public Service Maintain the contract economic balance throughout the life of the project 3. Private partner s compensation in the event of termination (dictated by the fact that the private partner finances the project) 4. Private Partner s right on the land during performance of the contract 5. Ownership of equipment/buildings built on public land during contract performance and upon termination Presentation title - 31/03/2014 P 18

19 Key terms required by the specific features of the PPP 2. CONTRACT ADJUSTMENT MECHANISMS A. When an unforeseen event occurs that prevents performance of the Contract PPP contracts typically include a FM clause which defines Force majeure and specifically describe Parties rights and obligations (compensation, termination ) B. When an unforeseen event fundamentally alter the equilibrium of the contract resulting in an excessive burden being placed on one of the parties involved PPP contracts typically contain a hardship clause (discussions to discuss way forward, compensation, additional time, right to terminate) C. When a change in law impacts the costs or time for performance PPP Contracts typically include a clause which defines the consequences of a change in law D. When the Public entity by its action, increases the burden of performance for the private partner PPP Contracts typically include a clause which defines the consequences in greater details (indemnification, extension of time, right to terminate, ) Presentation title - 31/03/2014 P 19

20 Key terms required by the specific features of the PPP 3. COMPENSATION OF THE PRIVATE PARTNER UPON TERMINATION A. Voluntary termination by the Public Authority: Compensation is necessary to avoid a situation of unfair enrichment for the Public Authority Compensation mechanism provided for in PPP contracts is typically financing based: defined by reference to the financing raised by the Private Partner for the project, subordinated debt and equity. In addition to the base amounts mentioned above, compensation also usually covers third-party costs and lost profits B. Termination by the Public Authority for breach: The principle of compensation of the private partner is widely accepted to avoid an unfair situation The compensation mechanism provided for in PPP contracts is typically based on the senior debt outstanding at the time of termination ( Debt-Approach) C. Termination on account of Force Majeure/Hardship A prolonged force majeure event or severe hardship situation should give a right to both contracting parties to terminate the PPP contract. General consensus is that the Private should be compensated the compensation mechanism provided for in PPP contracts usually covers sums owed to senior lenders (e.g. debt outstanding, unpaid interest, hedging breakage costs), the Presentation title - 31/03/2014 P 20 equity contributions paid in by investors as well as payments owed to the subcontractors

21 Key terms required by the specific features of the PPP 4. PRIVATE PARTNER RIGHT ON THE LAND The PPP Law should provide that the public entity may transfer land to the Private Partner through sale, making available, transfer of use, lease or rental for the duration of the PPP contract without cost 5. OWNERSHIP OF EQUIPMENT/BUILDING ERECTED OR INSTALLED BY THE PRIVATE PARTNER Installation/erection on public land Title to Equipment/building can automatically transfer to the Public Authority however PPP Contract should grants to the Private Partner the right to use and benefit from such assets during the term of the contract Installation/erection on private land (depot for example) Private partner owns the assets during the term of the contract PPP contract must define the financial conditions for the transfer of ownership upon expiration of the contract Presentation title - 31/03/2014 P 21

22 To Conclude some key success factors for PPP financing - Realistic assessment of the investment cost and of the passenger traffic/revenues at the feasibility stage - Sustained political and budgetary support to the project - Adequacy of legal concession frame with international standards, including: - Adequate compensation in case of early termination - Possibility for banks to step-in prior to termination - Well-balanced risk sharing between the conceding authority and the concessionaire - Basic rule: each risk must be allocated to the party which can manage it the best - Strong, committed and experienced international and local partners for construction, operation, and financing - Impact of financial crisis : banks are less prone to finance big investments with construction and ridership risks Presentation title - 31/03/2014 P 22

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24 APENDIX: Other Alstom Transport successful PPPs Presentation title - 31/03/2014 P 24

25 Nimes Montpellier Bypass HSL (1/2) Concession SPC : OC VIA Contract type : PPP DBFM - Length : 25 years - Private financing : 66,3 % - Availability payment 60 km + 20 km of connections including : - Civil works - Track - Electrification - Signaling and telecommunications Project history : > No traffic risk, availability payments made on performance > Financial close in less than 4 months Main milestones : - Contract signature & Financial close : June Revenue service phase : October 2017 Presentation title - 31/03/2014 P 25

26 Alicante Albacete HSL Concession SPC : ALBALI Contract type : PPP DBFM - Length : 20 years - Private financing : 63 % - Maintenance fee payment in addition to asset fee payment 165 km including : - ERTMS 2 signaling / interlocking - Centralized traffic control and safety installations, - Fixed & mobile Telecommunications (GSM-R) - Related energy and civil works Project history : > No traffic risk, availability payments made on performance > 14 months between publication and financial close > 50 % of selection criteria based on maintenance cost and organisation Main milestones : - Contract signature : January Commercial operational phase : January 2014 Presentation title - 31/03/2014 P 26