AIRPORT TRANSACTIONS

Acquisitions and Capital Arrangement

Morrison & Co has been responsible for the acquisition and transition management at airports with a total of 12 million passengers, including:

Investment	Passengers p.a.	Shareholding
Perth International Airport	4.8 million	49.5%
Wellington International Airport	3.8 million	66.0%
Glasgow Prestwick International Airport	1.5 million	67.3%
Darwin International Airport	1.0 million	51.0%
Alice Springs Airport	0.8 million	51.0%

As manager of the Infratil companies, Morrison & Co participated as a sole bidder, a consortium leader and as co-manager of bidding consortia related to a multitude of international airport privatisation projects. In addition, Morrison & Co has also successfully arranged debt finance for both airport acquisition and capital restructuring. A selection of airport transactions include:

In January 2001, a consortium led by Morrison & Co/Infratil acquired 100% of the Scottish regional airport Glasgow Prestwick International Airport. This transaction proceeded on the basis of exclusive negotiations with the former owner, Stagecoach Holdings.

Morrison & Co was responsible for:

• the preparation of the business plan;
• the valuation of the company; and
• the financing of the purchase price.

Morrison & Co is now in charge of transition management and the implementation of the business plan. To date, this has entailed significant improvements to the airport's commercial operations, in particular airline development and retail and trading activities.

Morrison & Co has also been active in marketing and promoting the airport’s aviation related property development opportunities and has been successful in attracting Ryanair’s new European aircraft maintenance facility that will commence operation in late 2003 with the opening of a 2 bays Boeing 737-800 maintenance hangar. This will further build on Glasgow Prestwick’s aerospace industries including the Boeing 747 maintenance facility recently opened for Polar Air cargo.

Morrison & Co formed the Airport Partner Hamburg consortium (APH) and was, through Infratil Airport Partners as consortium leader, responsible for APH’s participation in the partial privatisation of Hamburg Airport. The APH consortium consisted of Infratil Airport Partners and a number of Hamburg-based investors. Morrison & Co was responsible for:

• project management;
• co-ordination of due diligence;
• business plan development;
• business valuation;
• procurement of debt financing; and
• representing the consortium.

In addition, Morrison & Co was to be responsible for managing the investment on successful acquisition.

The vendors selected APH as one of two preferred bidders (leaving behind Aeroports de Paris, BAA, Copenhagen Airport, Frankfurt Airport and IVG/Dorsch). Ultimately, however, a local construction company acquired the shareholding.

Morrison & Co acted for a consortium lead by Infratil in the successful acquisition of a 66% stake in Wellington International Airport. Key aspects of Morrison & Co’s role in the process were:

• selection and briefing of all specialist advisers;
• management of due diligence process and consortium reporting;
• business case development;
• identification of value creation opportunities;
• financial modelling and acquisition valuation; and
• negotiation of debt funding.

Following acquisition, Morrison & Co was responsible for the transition process from local government to private control. Tasks included:

• overseeing the development of a new NZ$120 million passenger terminal and associated retail and commercial areas; and
• implementing the consortium’s full business plan including airline growth initiatives.

Morrison & Co provides strategic and commercial guidance to the airport primarily through representation on the board and through specific development projects as required.

In 1998 Morrison & Co acted for Infratil Australia in the successful acquisition of the Northern Territory Airports (Darwin, Alice Springs, Tennant Creek) as part of Phase 2 of the Commonwealth Government’s airport privatisation programme. Morrison & Co’s role included:

• joint bid development;
• preparation of operating business and acquisition plans;
• completion of due diligence procedures;
• valuation and negotiation; and
• finalisation of consortium agreements and services agreements.

Morrison & Co lead the negotiations and documentation of senior and junior debt facilities for the financing of the transaction.

On acquisition Morrison & Co had responsibility through majority Board representation for implementation of the business plan and guidance of airport development.

In 1997 Morrison & Co acted for Infratil Australia and the successful acquisition of the airport during the Commonwealth Government’s sale of the Phase 1 airports. Morrison & Co’s role included:

• negotiation and finalisation of consortium shareholder agreements and technical services agreements;
• management and completion of due diligence process;
• acquisition valuation, negotiation and documentation of the senior debt facility as part of the consortium; and
• a separate bridging facility for Infratil Australia;
• technical input into business planning, preparation and submission of a formal expression of interest and final binding offers;
• arrangement of the underwriting required by the government sale process, and negotiations with banks and government as part of the equity group.

On acquisition Morrison & Co had responsibility through majority Board representation for implementation of the business plan and guidance of airport development. Subsequently, Morrison & Co was mandated to undertake a comprehensive refinancing of the airport, which included an overseas bond issue for which Morrison & Co arranged the underwrite.

AIRPORT OPERATIONS AND INVESTMENT

Airport Investment Advice

Morrison & Co is committed to securing high quality airport assets on a global basis for its investors. Thus, Morrison & Co has established a leading independent airport advisory and management team, engaged in investing and over seeing the development of airports worldwide.

Morrison & Co typically provides the following range of airport advisory services to the airports it acquires on behalf of the Infratil companies and/or other bidding consortia:

• Business planning and development;
• Commercial and retail development;
• Airline and air freight development;
• Airport master planning and commercial land use planning;
• Airport property development and management;
• Airport operations and engineering;
• Airport economics and regulation;
• Financial modelling, valuation and capital structuring; and
• Government and shareholder relations.