Business and
organization model
Market consultation information
meeting
September 10th, 2012
Content
• Cooperation model
o Overview
o Cash flows
o Role of the Single Service Provider
o Cash flows (continued)
• Contractual structure
o Timeline
o DBFMO contract
o Compensation payment Single Service Provider
• Creditor risk
• Guarantee structure
• Key figures Single Service Provider
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Cooperation model
Overview
• Concession
agreements
Concessionaires
• Sofico
Walloon region
• Other potential
concessionaires
Brussels-capital region
Flemish region
• Execution of traffic control
• Staffing of enforcement
center
• Imposition of fines,
collection and recovery from
users in default
• Cooperation agreement
• Nomination/ Dismissal Board
of Directors
• Monitoring
•
•
•
•
Choice SSP
Recognition other SP(s)
DBFMO contract
Monitoring of execution / KPIs
Interregional Entity
Service provider(s)
• DBFMO contract
• Communication
• Coordination
enforcement
Kilometre charge &
vignette users
Subcontractors
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Cooperation model
Cash flows
Cooperation agreement
Concessionaires
Flemish region
Individual user payments to
all regions and
concessionaire(s)
Brussels-capital region
Road Vignette
• Sofico
• Other future potential
concessionaires
Individual availability payments
from all regions and
concessionaire(s)
Equity providers
Users
Kilometre
Charge
Walloon region
Single Service Provider
Construction and maintenance
payments
Debt / bond providers
Subcontractors
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
4
Cooperation model
Role of the Single Service Provider
Road charge system
Single Service provider
Government
CRM (call center, …)
Back-office
Service points
Billing
• Registration
• Verification
• Processing
OBU
Logistics
Transferring
Supervision
Supervision
Collection
Supervision
Government
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
Supervision
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Cooperation model
Role of the Single Service Provider (continued)
Road vignette system
Single Service provider
Immediate payment
Government
CRM (call center,
…)
Sales channels
foreign vehicles
Transferring
Back-office
Provision of user data to enforcement back-office
Data Belgian vehicles
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Cooperation model
Role of the Single Service Provider (continued)
Enforcement system
Single Service provider
Government
Link with user database service provider and government (road vignette for
Belgians)
Fixed road side
equipment
Infra-structure
Service
Provider
Enforced
recovery
Impo-sition of
fines
Flexible road side
equipment
Infra-structure
Mobile
teams
Personnel
Supervision
Collection
Personnel government
Supervision
Government
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Cooperation model
Cash flows (continued)
• Cash flows:
o Tax payments
o Prepayments
o Compensation payments
• Timing cash flows road charge
User
Credit - petrol card company
Payment
Declaration
SSP
SSP
Collection - guaranteed
payment
Registration of driven
kilometers
Day 1
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
SSP
Regions / concessionaire(s)
SSP
Levying
Day 2
Payment
Regions / concessionaire(s)
Transferring
Day 3
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Contractual structure
Timeline
Construction phase
1 – 1,5 years
Operational phase
12 years
Optional extensions
1 year
1 year
1 year
• The DBFMO contract will cover a period of
o 1 – 1,5 years of construction, plus;
o An operational phase of 12 years following the Availability Date;
o The contract period can be extended by 3 periods of 1 year (each)
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
9
Contractual structure
DBFMO contract
•
DBFMO contract
•
Debt for the project has to remain ESA95 neutral
•
Compensation SSP: availability based compensation payments
Compensation payments would be matched to the cost structure of the
•
SSP (see next page)
Compensation payments: fixed and variable components
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
10
Contractual structure
Compensation payment Single Service Provider
•
•
The fixed component would cover the fixed costs incurred by the SSP, amongst others:
o
The repayment and remuneration of financing facilities which are used to fund the capital expenditures;
o
Fixed costs associated with the project management, maintenance and operations;
o
Costs associated with enforcement.
The variable component would cover the variable costs incurred by the SSP, amongst others:
o
The cost of vignettes and active OBU’s in addition to what will be required to be made available by the Service Provider before
the system operation start date;
o
Other variable costs such as data communication costs, tax/toll collection costs, …
•
Deductions and penalties that would be based on KPI performance
•
Apart from the compensation from the government, the SSP would be able to claim a handling fee from the users upon return of the
OBU.
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Contractual structure
Compensation payment Single Service Provider (continued)
The allocation key of the compensation would be based on the following principles:
•
Services kilometre charge: regions contribute according to their share in the revenues
•
Services road vignette: an agreed split between the regions would be applied
•
Enforcement: every region pays for the enforcement infrastructure and services
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Creditor risk
•
The SP guarantees payment of the toll charge for his client up to the SP’s notification to the Regions and Sofico that the client is
in breach of his (legally regulated) contractual obligations
•
The client/user who does not fulfill his (legally regulated) obligations will be directly liable toward the Regions and exposed to the
Region’s enforcement system.
•
The SP is obliged to accept every client that can present a guaranteed method of payment. There will be no obligation to accept
clients which can not present a guaranteed method of payment.
•
Guaranteed methods of payment include:
o Credit cards
o Petrol cards
o Payments made in advance
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Guarantee structure
•
Guarantees that would be provided by an external party:
The SSP would need to provide directly or indirectly:
o During construction, a guarantee covering liquidated damages in case of delays;
o During the first years of operation, a guarantee covering potential conception and construction defects;
o During the operational phase, a guarantee 2 to 3 years before the end of the contract covering the works to be carried out
according to a final maintenance and renewal audit carried out independently;
o During the operational phase, a first demand guarantee which covers a loss of tax/toll income (amount to be determined).
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Key figures Single Service Provider
Estimated CAPEX:
€ 200 million - € 300 million
Estimated debt funding need:
€ 300 million - € 400 million
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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Important disclosure
This presentation is intended for market consultation purposes only and its
content may be subject to change. This presentation does not provide technical,
financial, nor legal advice and does not intend to grant any rights to its
addressees and readers.
The Fairway consortium consists of KPMG Advisory burg. CVBA , Eubelius burg. CVBA and Collis BV
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