MACQUARIE BANK 2005 ANNUAL REVIEW - www.macquarie.com.au
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MACQUARIE BANK 2005 ANNUAL REVIEW MACQUARIE BANK 2005 ANNUAL REVIEW www.macquarie.com.au MACQUARIE BANK LIMITED ACN 008 583 542
The Holey Dollar In 1813 Governor The cover of the Macquarie Bank commitments now stand at Lachlan Macquarie overcame 2005 Annual Review shows the KRW 1.26 trillion. In the past an acute currency shortage by Incheon Expressway, a 40km tolled 12 months, six investments were purchasing Spanish silver dollars link road between Seoul and Incheon made with over KRW 800 billion (then worth five shillings), punching International Airport, in which the invested or firmly committed. the centres out and creating two Korean Road Infrastructure Fund KRIF is widely considered to be the new coins – the ‘Holey Dollar’ (KRIF) has a 24 per cent interest. KRIF most active private infrastructure (valued at five shillings) and the is a clear example of the success of player in the Korean market and has ‘Dump’ (valued at one shilling and the Bank’s infrastructure and invested or firmly committed more three pence). specialised funds in global markets. than 95 per cent of its total capital This single move not only doubled Established in 2002 in partnership commitments. the number of coins in circulation with the Shinhan Financial Group KRIF has also created a platform but increased their worth by 25 per (SFG), KRIF has raised capital for Macquarie to leverage its global cent and prevented the coins leaving predominantly from Korean experience in project finance, the colony. Governor Macquarie’s institutional investors and has pioneering the use of non-recourse creation of the Holey Dollar was an invested into ten Korean infrastructure funding in the Korean market. inspired solution to a difficult problem projects specially designated for and for this reason it was chosen as private investment. the symbol for the Macquarie Group. The year to 31 March 2005 has seen the fund move quickly to secure quality investment opportunities at an early stage of the Korean market’s development. The fund’s total capital eTree Macquarie Bank is proud to be a Foundation Member of eTree. eTree is a Computershare Limited initiative with Landcare Australia which provides an environmental incentive Designed by emeryfrost Cover photography Stephen Ward to shareholders of Australian companies to elect to receive shareholder communications electronically. For every shareholder who registers an email address Macquarie will donate $2 to Landcare Australia to support reforestation projects in the state or territory where the registered shareholder resides. Macquarie Bank shareholders can This report has been printed on register to receive their shareholder Mediaprint Silk an EMAS certified communications, such as the Annual stock produced by Oulu Mill, Review, electronically, by visiting Storaenso, mill registration number www.etree.com.au/macquarie and FIN-000021. registering their email address.
Macquarie Bank Review 2005 Concise Report 2 Highlights 55 Directors’ Report 2005 Annual Review 4 Chairman’s and Managing 74 Directors’ Report Schedules Director’s Report 78 Consolidated statement of 8 Management and Organisation financial performance 10 Macquarie Bank global locations 79 Consolidated statement of 12 Investment Banking Group financial position 18 Banking and Property Group 80 Consolidated statement of cash flows 22 Treasury and Commodities Group 81 Discussion and analysis 26 Equity Markets Group 82 Notes to the concise financial 30 Financial Services Group statements Funds Management Group 90 Directors’ declaration 34 Other Groups and Divisions 91 Independent audit report 36 Macquarie and the community 92 Ten year history 40 Corporate Governance Statement 93 Contact directory “ The year was characterised by substantial international growth with the Bank benefiting from: – Increase in employee numbers – staff based outside Australia grew by 29 per cent to 1,747 (Total staff numbers grew by 15 per cent to 6,556) – Continuation of business expansion and significant international achievements This has resulted in growth in international revenue of 83 per cent to $1.3 billion. ” David Clarke, Executive Chairman/Macquarie Bank 2005 Annual General Meeting Macquarie Bank’s 2005 Annual General Meeting will be held at 10.30 am on Thursday, 28 July 2005 at The Westin Sydney, in the Grand Ballroom, Lower Level, No. 1 Martin Place, Sydney. Details of the business of the meeting will be contained in the separate Notice of Annual General Meeting to be sent to securityholders. The Macquarie Bank Group’s annual report consists of two documents – the 2005 Annual Review (incorporating the Concise Report) and the 2005 Financial Report. The Annual Review provides an overview of the Groups’ operations and a summary of the financial statements. If you would like a copy of the 2005 Financial Report, please call us on +61 2 8232 5006 or visit www.macquarie.com.au/ shareholdercentre 1
Highlights – Profit after tax from ordinary activities (attributable to ordinary equity holders) increased 67 per cent to $823 million – Operating income increased 54 per cent to $3,655 million – Earnings per share increased 61 per cent to $3.75 per share – Ordinary dividends of $1.61 per share for the year (interim dividend and final dividend franked to 90 per cent) – Special dividend of 40 cents per share franked to 90 per cent – Return on average ordinary shareholders’ funds was 30.2 per cent – International income contributed 37 per cent of the Bank’s operating income (excluding earnings on capital) – Total assets under management increased 42 per cent to $89 billion – Total assets grew by 13 per cent to $49 billion – Total capital adequacy ratio 21.2 per cent ������������������������������������������������ ���������������������������������������� ��� ��� ��� ��� ��� �� �� �� �� � ���� ���� � ������������������������������������������������������������������ ����������������������������������������������������������������������� ������������������������������������������� ��������������������������������� �������������������������� ������������������������������������������������������ ��������� ���������� ���������������������������������������������� ���������� ������������� ��� ���� ��� ��� ���� ��� ��� ���� ��� ��� ���� ��� ���� ��� ��� ���� ��� ��� ��� ���� ��� ��� ��� � � � ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� ���� 2 Macquarie Bank Limited 2005 Annual Review
Consolidated profit Year ended 31 March 20052 20042 % Change $m $m Total income 3,655 2,380 54 Total expenses (2,494) (1,695) 47 Profit before income tax 1,161 685 69 Income tax expense (280) (161) 74 Profit after income tax 881 524 68 Macquarie Income Preferred Securities (28) – large Other outside equity interest (1) (3) (67) Distribution on Macquarie Income Securities (29) (27) 7 Profit after income tax attributable to ordinary equity holders 823 494 67 2 The results for both the 2004 and 2005 years have been adjusted to reclassify income and expenses related to businesses held for resale. Ratings Short-term Long-term Outlook Fitch Ratings F1 A+ Stable Moody’s Investors Service P1 A2 Positive Standard & Poors A1 A Stable Relative Group contribution to profit 1 2005 2004 Corporate Finance (including Infrastructure and Specialised Funds and IBG Principle) 38% 33% Macquarie Securities 7% 8% Financial Products 4% 6% Macquarie Capital 2% 3% Total Investment Banking 51% 50% Banking and Property 3 22% 13% Treasury and Commodities 13% 17% Equity Markets 9% 14% Financial Services 4% 5% Funds Management 1% 1% Including the one-off profit from the formation of Macquarie Goodman Group. 3 400 210 350 180 300 150 250 120 200 90 150 100 60 50 30 0 0 3
Chairman’s and Managing Result and all of the Bank’s operating The Macquarie Bank Group (the Groups reported record results. Director’s Report Bank or Macquarie) delivered another Assets under management grew record result in the financial year to 42 per cent to $89 billion over the 31 March 2005. As a result, the Bank period, with growth in specialist is pleased to announce a special property and infrastructure funds dividend of 40 cents per ordinary increasing from $26 billion to $46 billion share in addition to a final dividend of over the period. The specialist funds $1.00 per ordinary share. The special continued their strong returns to dividend was declared because of the investors. Total shareholder returns significant one-off profit recognised for investors in Macquarie specialist from the formation of Macquarie funds, both in Australia and Goodman Group (MGQ), reflecting internationally, has been over 12 years of business building by the 400 per cent since December 1995.1 property funds management team. Asset realisations also formed a The final and special dividends are significant part of the Bank’s revenue. franked to 90 per cent. In particular, the formation of MGQ, Consolidated after-tax profit discussed later, led to a $91 million attributable to ordinary equity holders contribution to net profit after tax and increased 67 per cent from profit share. $494 million to $823 million for the Pleasingly, the Bank was the year ended 31 March 2005. Earnings successful bidder in a larger number per share increased 61 per cent from of investment banking and $2.33 to $3.75. fund-related transactions over the Total operating income rose by 54 per course of the year. Responding to cent from $2.4 billion to $3.7 billion. the lower volatility and interest rate Trading, fee and commission, and environment, the Bank’s equity interest income were all up on the derivatives businesses produced a previous year. Fee and commission result slightly ahead of the prior year, income contributed approximately largely due to geographic and 52 per cent of income and rose product diversification. The treasury 45 per cent on the prior year. and commodities area saw broad The year was characterised by growth in its businesses. Retail substantial international growth with financial services benefited from the Bank benefiting from: favourable market conditions with continuing focus on cost – Increase in employee numbers – management. The Bank’s institutional staff based outside Australia grew by stockbroking businesses, both in 29 per cent to 1,747 (total staff Australian and Asian securities, made numbers grew by 15 per cent to 6,556) a meaningful contribution in good – Continuation of business expansion market conditions. Performance fees and significant international from the Bank’s specialist funds achievements contributed $312 million, up 39 per This resulted in international revenue cent on the prior year. growth of 83 per cent to $1,273 million. The expense to income ratio fell from Market conditions continued to be 71.2 per cent to 68.2 per cent despite broadly favourable across most of the the addition of 447 staff from the markets in which the Bank operates acquisition of the ING cash equities sales business in Asia. While cost management initiatives continued during the year, the improvement in the expense to income ratio was mainly due to strong income growth. Investment continued in staff and systems to support ongoing growth. The Bank maintains its strong capitalisation, with a Tier 1 capital ratio of 14.4 per cent, providing the ability to support new and existing business initiatives and maintain its credit ratings. 1 Total shareholder return measures the change in share value over a specified period, assuming that all dividends are reinvested and accounting for all corporate actions. 4 Macquarie Bank Limited 2005 Annual Review
A year of major strategic – Margin lending products reported – Joint venture with the Thai Military achievements rapid growth with the total loan Bank focusing on stockbroking and The year was marked by a number of portfolio growing by 47 per cent to investment banking notable achievements not only in over $2.6 billion Europe and the Middle East Australia but also in the international – Acquired 49 per cent of Brook Asset – Established Macquarie European markets in which we operate. Some Management in New Zealand Infrastructure Fund (MEIF), an unlisted of these are highlighted below: – No. 2 stockbroker by ASX market pan-European fund focusing on Australia/New Zealand share for the 2004 calendar year and infrastructure investments in Europe. – ConnectEast Group, supported by the No. 1 for the first quarter of 2005 During the year, MEIF invested in Macquarie Bank, Thiess Pty Limited Post balance date: assets such as South East Water, the and John Holland Pty Limited, was – $1 billion IPO of Macquarie Capital Wales and the West gas distribution awarded the 39-year concession for Alliance Group, a fund focusing on business and Energy Power the Mitcham-Frankston project. co-investing with Macquarie Bank Resources in the United Kingdom, Macquarie was also the arranger and and/or with Macquarie managed Arlanda Express in Sweden and joint lead manager of the $1.1 billion funds in any sector, excluding property Brussels International Airport Initial Public Offering (IPO) of Asia Company in Belgium ConnectEast – Macquarie Securities Asia (previously – Acquisition of 70 per cent of Brussels – Merger of Macquarie Goodman ING’s Asian cash equities business) is International Airport Company by a Industrial Trust and Macquarie already profitable and growing Macquarie Airports-led consortium for Goodman Management Limited to – Completed the $US530 million IPO for €735 million form MGQ, Australia’s largest SM Investments Corporation, the – Acquisition of NTL:Broadcast UK industrial property group largest IPO in Philippines’ history, by a Macquarie Communications – $266 million IPO and subsequent demonstrating the Bank’s increasing Infrastructure Group-led consortium $398 million raising by Diversified Asia-wide investment banking capability for £1.3 billion Utility and Energy Trusts (DUET), a – Awarded a Malaysian stockbroking – Established Macquarie Global fund principally investing in Australian licence, one of only five conferred Property Advisers that now manages and New Zealand utility and energy upon non-Malaysian firms $US1.9 billion of assets in Europe assets, and managed by a joint – Expanded structured equity and Asia venture with AMP Capital offerings to include products over – Acquired 92 radio stations in 45 Korean, Taiwanese, Singaporean Australian regional markets with the and Japanese markets intention that these will become part – Korean securities funds management of a specialist fund joint venture increased assets under – IPO of Macquarie Private Capital management (Macquarie’s share) Group, a $107 million private equity 62 per cent to $3.5 billion fund – Launch of an integrated hedge Post balance date: fund business – Proposed listing on the Singapore – Macquarie Cash Management Trust Stock Exchange of Macquarie exceeded $10 billion in funds under International Infrastructure Fund, a management and Macquarie Wrap fund focusing on the direct and Solutions exceeded $14 billion in indirect investment in infrastructure funds under administration assets and infrastructure-focused securities ���������������������������������������������������������������� ������������������������������������������������������������������� ��������������� ������������������������� ��������������������� ��������������������������� �� ��� ��� ��� ��� ��� ��� � �������� ��������� �������� ��������� �������� ��������� ��������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ���������� ����������������������������������� � ��������������������������������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������������������������������� ����������������������������� � ���������������������������������������������������������������������������������������������������������������������������� 5
Chairman’s and Managing – Entered into a renewable energy joint – No. 1 ranking for overall research/ venture which has one of the largest sales quality in Australian equities, Director’s Report portfolios in the UK with a total value by Greenwich Associates continued of £121 million – Strong growth in commodities – Global Energy Markets team including cotton and oil and gas headquartered in London increased financing businesses. Energy contribution significantly derivatives teams were also – Agricultural Commodities’ structured established in New York and Houston products team established in London Review of operations Post balance date: The year was characterised by strong – Treasury and Commodities joint venture growth with record contributions from with Abu Dhabi Commercial Bank all our major business Groups. The Americas The Investment Banking Group – $US535 million New York Stock achieved an excellent result, Exchange IPO of the Macquarie 73 per cent up over the prior year, Infrastructure Company Trust (MIC). in a very favourable operating MIC invests in a diversified group of environment. Strong equity market infrastructure businesses in the US conditions during the year resulted and other developed countries in significant deal flow, asset – Chicago Skyway acquired by realisations and increased market Macquarie Infrastructure Group (MIG) shares. Expansion into international and Cintra Concesiones de markets continued with the Infraestructuras de Transporte, S.A. contribution from international for $US1.8 billion businesses growing significantly, – Macquarie Property and its joint including from specialist funds. venture partners acquired Banking and Property Group $US5.5 billion of property including posted its seventh consecutive record Macquarie CountryWide with Regency contribution, which was 200 per cent Centres ($US2.8 billion portfolio of up on the prior year (including the profit US shopping centres) and Macquarie realised on the formation of MGQ). All Office Trust (takeover of $1.3 billion of the Group’s businesses increased Principal America Office Trust) contributions on the prior year despite – $C212 million Toronto Stock some challenges to the operating Exchange IPO of Macquarie Power environment including the domestic Income Fund (MPT), a fund focusing interest rate increase. Property assets primarily on power generation assets under management (including in North America associates) increased by 90 per cent – $C528 million acquisition of from $10.9 billion to $20.7 billion. As Leisureworld, a Canadian aged care briefly mentioned above, through its provider, intended to be transferred to 37.1 per cent stake in Macquarie a Macquarie managed fund Goodman Management Limited (MGM), the Group also benefited from the merger of MGM and Macquarie Goodman Industrial Trust, bringing to ������������������������������������������������������������������������������� ��������������������������������������� ��������������������������������� � ���� ���� ��� ��� ��� ��� � ��������� ��������� ��������� �������� ��������� ��������� ���������� ��������� ��������� �������� ��������� ��������� ��������� �������� ��������� ��������� ��������� �������� ������������������������������� � ���������������������������������������������������������������������������������������������������������������������������� 6 Macquarie Bank Limited 2005 Annual Review
account a $91 million profit after tax markets where its particular skills and Dividends and capital management and profit share. The Bank now holds expertise deliver real advantage to The Bank will pay a final dividend of approximately 8.6 per cent of MGQ. clients. This approach allows the $1.00 per ordinary share for the year Increased contributions across most flexibility to enter new markets as to 31 March 2005, franked to 90 per operating divisions, including opportunities arise and the ability to cent. This brings total ordinary particularly strong increases from respond to the specialist requirements dividends for the year to $1.61 per Agricultural Commodities and Energy of individual markets in the region and share, compared to $1.22 per share Markets, led to Treasury and around the world. As a result, for the year ended 31 March 2004. In Commodities Group’s contribution Macquarie has established leading addition, a special dividend of 40 cents being 30 per cent up on the prior year. positions in a diverse range of per ordinary share has been declared, international markets. also franked to 90 per cent, taking Equity Markets Group achieved a total dividends for the year to $2.01 good result, slightly ahead of the prior The Bank also seeks to identify, encourage and reward achievement per ordinary share. The special year. Increased contributions were dividend broadly represents the after- made by a number of relatively new everywhere in the organisation. We believe that all our staff have the tax gain realised by the Bank on the businesses, demonstrating the formation of MGQ. The special benefits of diversifying the Group’s ability to contribute and be innovative, and it is the responsibility of dividend takes the dividend payout geographic and product mix. ratio for the year to 54 per cent. management to provide an Financial Services Group’s environment which allows and The Bank’s target payout ratio each contribution was 20 per cent up encourages them to do so. We have year remains in the range of 50 to on the prior year. The increased the approach that if businesses 60 per cent of net earnings. It is contribution was the result of strong succeed, the staff in those expected that future dividends will inflows into the Group’s major businesses, along with shareholders, be at least 80 per cent franked. products, the continued strength of should benefit through appropriate equity markets and four years of In September 2004, a Macquarie reward structures. Group entity issued £350 million of investment and business diversification. Our potential for continued growth, Macquarie Income Preferred including successfully building new Securities (MIPS). MIPS are Tier 1 Funds Management Group’s businesses, depends on our ability to eligible hybrid securities and have contribution was 66 per cent up on reward our people fairly for their been used initially to augment the the prior year. The Group enjoyed achievements. As our businesses Macquarie Bank Group’s US activities strong inflows into fixed interest, diversify, we are increasingly and for general corporate purposes. currency, alternative investments and competing to attract and retain listed property. Total funds managed Outlook people in the global market. The Bank is aiming to repeat the full by the Group increased by 16 per cent to $42 billion over the year. Macquarie has maintained a year 2005 result for the year ending consistent approach to remuneration, 31 March 2006, excluding the one-off Long-term performance and with minor adjustments reflecting profit realisation on the formation of strategy regular review. The principles of this MGQ and the impact of the introduction This year, Macquarie continued to remuneration structure have been of International Financial Reporting generate substantial profits and public since the Bank’s listing in 1996. Standards. These standards will dividends for its shareholders. This They have contributed to the come into effect in 2006 and are record of consistently strong growth generation of strong long-term discussed on pages 11-19 of the has been reflected in the Bank’s long- performance and supported long- Bank’s Financial Report. term share price appreciation and term commitment from management returns to shareholders. As illustrated Achieving that result will, however, and staff. These principles also serve be subject to swing factors including in the graph opposite, the Bank’s total to align staff interests with those of shareholder return was 929 per cent the quantum of performance fees on shareholders (both net profit after tax specialist funds, market conditions from the time its shares were listed in and return on equity). July 1996 until 31 March 2005. This and asset realisations. return compares to the average total Details of the Bank’s remuneration We note that equity market conditions shareholder return of the companies policies and practices are contained have recently softened and we which comprised the ASX Top 50 in the Remuneration Approach may not achieve this outcome if this at the time of the Bank’s listing of section of the Directors’ Report later softening is sustained. 164 per cent over the same period. in this document. This consolidates the remuneration information Over the medium term the Bank The Bank delivered a total continues to be well placed due to shareholder return over this period included last year in the Directors’ Report and in the Corporate good businesses, diversification, better than all of those companies. benefits of major strategic growth Governance Statement. This return reflects Macquarie’s initiatives, committed quality staff and business strategy to remain focused effective prudential controls. Subject on adding significant value for our to market conditions not deteriorating clients. In Australia, Macquarie materially, the Bank expects provides a full suite of financial continued good growth in revenue services and products. Internationally, and earnings across most businesses Macquarie’s strategy is to expand and continued good growth in selectively, seeking only to enter international businesses. 7
We identify, encourage and reward achievement. We believe that all our staff have the ability to contribute and be innovative – it is the responsibility of management to provide an environment which allows and encourages them to do so. The concentric nature of the organisation chart represents the non-hierarchical nature of Macquarie and the role of central risk management. The Bank’s activities are organised into six Each Group focuses on specific products operating Groups: or markets. – Banking and Property Group – Equity Markets Group – Financial Services Group – Funds Management Group – Investment Banking Group – Treasury and Commodities Group Strong independent risk management has been The principles of Macquarie’s approach to risk fundamental to the Bank’s success. Given the management are: markets in which we operate, risk is an inherent part – Independence – Risk Management Division is of Macquarie’s businesses. The Bank’s policy is not independent of the Bank’s operating areas to eliminate all risks but to manage risks appropriately. – Centralised Bank-wide prudential management The main risks faced by Macquarie are market risk, – Approval of new business activities credit risk, liquidity risk, operational risk and legal – Continuous assessment compliance and documentation risk. It is the – Frequent monitoring – centralised systems to allow responsibility of the Risk Management Division to daily monitoring of credit and market risks. ensure the appropriate assessment and management of these risks within the Bank. Further information on the Bank’s risk management is provided on page 34 of this report, pages 50 and 51 of the Corporate Governance Statement and in the Risk Management Report at the beginning of the 2005 Financial Report. A network of support areas provides the infrastructure Macquarie employs more than 6,500 people in and framework which enable the Groups to operate. 23 countries worldwide. This includes staff acquired These include the Information Services Division (systems as part of the acquisition of ING’s Asian equities and communications technology), the Corporate Affairs businesses, completed in mid 2004. Group (comprising Human Resources, Business Services, Financial Operations, Business Improvement, Settlements, Company Secretarial, Investor Relations and Taxation) and the Quantitative Applications Division. Corporate Communications is part of the Central Executive of the Bank. All businesses operate within overall guidelines and specific parameters set by the Board and the Executive Committee (a central group comprising the Chairman, Managing Director, Deputy Managing Director, Deputy Chairman, six business heads and the Heads of Risk Management Division and Corporate Affairs Group). 9
Macquarie Bank global locations Europe/Middle East/Africa: Asia: In Europe, Macquarie provides In Asia, Macquarie provides a broad specialist services in a range of chosen range of investment banking services market segments. Our regional base and has successfully pursued is London, where we have more than selective expansion, entering markets 300 people, with additional offices in and businesses where there is a Dublin, Frankfurt, Geneva, Milan, genuine opportunity to add real value Munich, Paris and Vienna. to stakeholders. Our European activities include Our regional base is in Hong Kong, infrastructure funds management, with rapidly growing businesses in corporate finance and advisory China, Indonesia, Japan, Korea, services, financial products, lending Malaysia, the Philippines, Singapore, and asset financing, institutional Taiwan and Thailand. We continue to stockbroking and research, treasury grow our Asian activities, expanding and commodities activities, real estate existing businesses, forming joint investment banking and equity ventures with local partners and structured finance and derivatives. making acquisitions. In Africa and the Middle East, Macquarie successfully focuses on selected businesses where our expertise provides particular value to clients. 10 Macquarie Bank Limited 2005 Annual Review
Australia/New Zealand: The Americas: Macquarie in the Americas undertakes Macquarie is a diversified international Macquarie provides a range of a range of activities including mergers provider of financial and investment specialist investment, advisory and and acquisitions and corporate banking services. In Australia, financial services to clients in the restructuring advice, capital raising in Macquarie is a leading full service United States. Our regional base is in private and public equity and debt investment bank providing financial New York, with teams located in markets, project and infrastructure market trading, advisory products Boston, Charleston, Chicago, finance and structured finance. We and debt and equity capital. Houston, Jupiter, Los Angeles, have also developed specialist Macquarie continues to hold leading Memphis, Palm Springs, San Diego, expertise in the areas of oil and gas, positions in most businesses, and is San Francisco, San Jose, Sao Paulo, infrastructure, telecommunications committed to achieving outstanding Seattle, Toronto and Vancouver. and a significant presence in real results. Technical expertise, strong estate funds management, real estate risk management and an enterprising investment banking, real estate approach underlie all activities. finance, residential mortgages and lifestyle and resort community development. Not to scale 11
Investment Banking Group Focus: Brussels Airport/Belgium 12 Macquarie Bank Limited 2005 Annual Review
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Investment Banking Group In late 2004, a Macquarie Airports (MAp)-led consortium completed the purchase of 70 per cent of the Brussels International Airport Company (BIAC) Focus: Brussels Airport/Belgium for ¤735 million. MAp secured a 52 per cent beneficial interest in Brussels Airport through The Investment Banking Group its 74.3 per cent holding in the consortium. Remaining consortium equity achieved an excellent result, interests are held by Macquarie European Infrastructure Fund (14.2%), 73 per cent up on the prior year. Global Infrastructure Fund II (4.3%) and Macquarie Bank (7.2%). The Belgian Government retained its 30 per cent holding of BIAC. The acquisition, which provides geographic and investment diversity to Investment Banking Group MA p’s portfolio, Treasury was financed and Commodities Group through a combination of equity, Equity convertible Markets Group contribution to profit contribution to profit contribution to profit loans and shareholder loans from consortium members and through a bridge facility. An innovative hybrid capital instrument called TICkETS 51% (Tradeable Interest-bearing 13% Convertible to Equity Trust Securities) raised9% $525 million and was awarded FinanceAsia magazine’s Best Equity-Linked Deal of the Year. An equity placement of $400 million was also executed. Brussels Airport was recognised by Airport Council International as one of the world’s top ten best-performing airports in 2004, with traffic growth averaging 5.3 per cent per annum in the period from 1988. As Belgium’s only major airport, it serves a dense and relatively high-income-per-capita population of over 10 million people. Brussels is home to the European Commission, NATO, 120 international government and 1,400 international non-government organisations. BIAC holds an indefinite licence to operate Brussels Airport and also owns the 1,245 hectares of land it occupies, a space comparable to that of London’s Heathrow Airport. Following its expansion and facilities upgrade in 2002, the airport has significant capacity for growth in passenger volumes in terminals and runway movements per hour. Many of the world’s top infrastructure investors bid for BIAC. However, the Belgian Government awarded the transaction to the MAp-led consortium due to high quality business planning and the consortium’s superior track record in airport management. Macquarie Airports 14 Macquarie Bank Limited 2005 Annual Review
The Investment Banking Group position as a leading provider of power generation assets in North achieved another record result, project finance advisory services was America (listed April 2004) 73 per cent up on the prior year (95 confirmed with a No. 1 ranking – Diversified Utility and Energy Trusts per cent excluding Macquarie Direct globally for completed mandates (DUET) – an Australian Stock Investment, which was boosted by (Project Finance International). Exchange (ASX) listed fund principally asset realisations in the prior year), in a Notable transactions are contained in investing in Australian and New very favourable operating environment. the table overleaf. Zealand utility and energy assets, Strong equity market conditions Growth in the infrastructure and managed by a joint venture between during the year resulted in significant specialised funds (ISF) business Macquarie Bank and AMP Capital deal flow and increased market continues to be an important global (listed August 2004) shares. Expansion into international focus. Macquarie has achieved a 1 Annualised return based on all capital raised, markets continued with contributions compound annual return of 22.5 per distributions paid and valuations (market capitalisations) for ISF’s funds since inception from international businesses growing cent1 for investors in listed to 31 March 2005. significantly. infrastructure funds since inception. 2 For listed funds – market capitalisation as at Corporate Finance, which includes Equity under management 2 grew by 31 March 2005 plus fully underwritten or 101 per cent from $13.5 billion to committed future capital raisings. Invested and the Group’s advisory, equity capital committed capital for unlisted funds. Invested $27.1 billion for the year to 31 March capital for mandated assets (including third markets (ECM) and infrastructure and 2005. This was due to additional party investors in consortia which are led by specialised funds businesses, Macquarie managed funds), MBL direct continued to perform strongly across raisings by most funds and the holdings and other funds. Jointly managed most industry sectors. It also benefited establishment of several new funds, funds (SAIF, AIIF, DUET, KRIF) included at 50% of from asset realisations such as part of including: invested capital. Invested capital comprises actual capital drawn from investors, net of asset the stake in Macquarie Communications – Macquarie European Infrastructure realisations returned to investors, plus firm investment commitments which will require a Infrastructure Group (MCG). Fund (MEIF) – an unlisted pan- future call on investors. Exchange rates as at Leading market positions were European fund focusing on 31 March 2005. maintained with Macquarie ranking infrastructure investments in Europe No. 1 in ECM for Australian equity (first close April 2004) raised (Bloomberg) and No. 2 for – Macquarie Power Income Fund announced mergers and acquisitions (MPT) – a Toronto Stock Exchange (Thomson Financial). Macquarie’s listed fund focusing primarily on continues to diversify its portfolio 15
Investment Banking Group – Macquarie Infrastructure Company – New seed asset acquisitions – regional Trust (MIC) – a New York Stock radio businesses in Australia and a continued Exchange listed fund investing in renewable energy business in the UK a diversified group of infrastructure Macquarie also restructured its private businesses in the US and other equity division, Macquarie Direct developed countries (listed Investment, during the year, resulting December 2004) in the consolidation of various private Other initiatives included: equity businesses and their – Asset acquisitions by existing funds – integration into the specialist funds gas and electricity distribution business. This restructure is expected networks in Australia by DUET, a to capitalise on the investment district heating business and airport origination capabilities of the Group. service companies in the US by MIC, The table below highlights key a power generation plant in Canada transactions during the year. by Macquarie Essential Assets Partnership (MEAP), a broadcast Macquarie Securities, the Australian transmission provider in the UK by and Asian institutional stockbroking MCG, toll roads in the US by MIG and business, achieved an excellent in Korea by KRIF and, subject to overall result. In Australia, strong financial close, a UK gas distribution secondary market revenues and an network by MEIF overall increase in Australian market share contributed to the outstanding result. A highlight of the year was the No. 1 ranking in Australia, Asia and Sector Infrastructure Industrials Property Telecommunications, Media, Entertainment and Technology (TMeT) Resources Financial Institutions 16 Macquarie Bank Limited 2005 Annual Review
the US and No. 2 in Europe for overall Macquarie Capital, which carries out are expected with continued high research and sales quality for the Group’s asset financing activities, levels of business activity in Europe, Australian equities (Peter Lee continued to experience strong Asia and the US. Associates/Greenwich Associates). growth in asset-based leasing Increased domestic and international Following the successful acquisition volumes, up 20 per cent to $3.6 billion infrastructure activity is anticipated and integration of Macquarie from $3.0 billion. New product with existing funds growing through Securities Asia (previously ING’s Asian initiatives continue to increase deal new acquisitions and the continued cash equities business), the business flows and further opportunities are development of various new funds in is operating better than expected with being actively explored. the resources and media sectors. improved market conditions and Outlook market shares and a good Since 31 March 2005, two new If recent softening in equity markets specialist funds were launched: contribution from ECM transactions, is sustained, the Group may find it particularly from the Philippines. challenging to repeat last year’s – Macquarie Capital Alliance Group In Financial Products, increased excellent result in 2006. However, (MCQ) – ASX listed fund focusing on levels of domestic and international the Group anticipates an increase in co-investment with the Bank and/or activity were experienced with revenue and profit over the medium Macquarie managed funds in any continued growth in the size and term, providing there is no material sector excluding property; and range of retail products. change in market conditions. – Macquarie International Infrastructure Internationally, retail product offerings A particular focus will be on the Fund Limited (MIIF) – a prospectus were launched in Europe, while expansion of the Asian investment has been lodged with the Monetary development of retail infrastructure banking business including strong Authority of Singapore for a proposed and collateralised debt obligation growth in stockbroking activities, listed Singaporean fund, focusing on products in the US continued. expansion of the ECM business and the direct and indirect investment in The US cross border leasing market the pursuit of M&A opportunities in infrastructure assets and remains on hold. the property and resources sectors. infrastructure-focused securities. New retail financial product offerings Description Co-sponsor and financial adviser to the ConnectEast consortium’s bid for the $3.8 billion Mitcham-Frankston tollroad project in Victoria. Arranger and joint lead manager of the $1.1 billion IPO of ConnectEast. Adviser to the Macquarie Airports led consortium on the $1.26 billion (€735 million) acquisition of a 70 per cent stake in Brussels International Airport and subsequent $1.96 billion (€1.13 billion) refinancing. Adviser to Macquarie Infrastructure Group (MIG) and Cintra Concesiones de Infraestructuras de Transporte, S.A. (Cintra) on the $2.4 billion ($US1.8 billion) acquisition of the Chicago Skyway toll bridge in the US. Senior co-lead manager to the international offer for the $2.6 billion IPO of Cintra. Adviser, equity arranger and lead manager on the $1.9 billion acquisition by DUET, Alinta Limited and Alcoa of Australia Limited of the Dampier to Bunbury Natural Gas Pipeline and associated assets. Adviser to Sydney Airports Corporation on the $3.1 billion refinancing of Sydney Airport. Adviser, sole lead manager and underwriter to Alinta on the $1.86 billion acquisition of Duke Energy’s Australian and New Zealand interests. Defence adviser to SPC Ardmona on the $700 million takeover by Coca Cola Amatil. Adviser to PT Tanjungenim Lestari Pulp and Paper (Singapore) on its $1.0 billion debt refinancing. Sole lead manager and bookrunner on the $81 million IPO of Super Cheap Auto. Sole global coordinator, bookrunner and international lead manager on the $687 million ($US530 million) IPO of SM Investments Corporation (Philippines). Financial adviser to Mirvac Group on its $498 million takeover of James Fielding Group. Financial adviser to Macquarie Goodman Management on the $5.1 billion merger with Macquarie Goodman Industrial Trust. Joint lead manager and bookrunner on the $311 million Ascendas Real Estate Investment Trust (Singapore) preferential offer and placement. Financial adviser to General Property Trust on the proposed merger with Lend Lease Corporation, defence from Stockland’s unsolicited bid as well as the internalisation and joint venture proposal with Babcock & Brown. Adviser to Macquarie Communications Infrastructure Group led consortium on the $3.1 billion (£1.3 billion) acquisition of NTL:Broadcast in the UK. Adviser to Telstra Corporation on its $333 million acquisition of KAZ Group. Adviser to Publishing and Broadcasting Limited on its $716 million acquisition of the remaining stake in Burswood Limited. Adviser, debt arranger and underwriter to Centennial Coal’s $615 million debt refinancing. Adviser to Lundin Mining Corporation on its $148 million acquisition of Zinkgruvan Mine in Sweden. Sole global coordinator and bookrunner on a $90 million placement by Semirara Mining Corporation (Philippines). Adviser to the independent directors of AXA Asia Pacific in relation to AXA SA’s proposal to acquire the remaining 48.3 per cent minority interests in AXA Asia Pacific. Adviser to Macquarie Bank on its acquisition of ING’s Asian cash equities business. 17
Banking and Property Group Focus: Macquarie Goodman/Hong Kong 18 Macquarie Bank Limited 2005 Annual Review
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Banking and Property Group The year to 31 March 2005 saw the merger of Macquarie Goodman Management Limited and Macquarie Goodman Industrial Trust to form the Focus: Macquarie Goodman/ Macquarie Goodman Group. The new Group began trading on the ASX on Hong Kong 2 February 2005. The Banking and Property Group achieved The Macquarie Goodman Group’s business comprises industrial property another very strong result, 200 per cent ownership, funds management, property development, project and up on the prior year (24 per cent excluding development management and property services. Macquarie Bank’s 37.1 per profit on MGQ formation). cent stake in Macquarie Goodman Management Limited has become an 8.6 per cent stake in Macquarie Goodman Group. Banking and Property Group The Macquarie Financial Goodman Services Group Group has a market capitalisation of Management Funds approximately Group contribution to profit contribution to profit contribution to profit $5 billion, making it the largest industrial property group listed on the ASX, and one of the largest listed industrial property groups in the world. It has funds 22% under management 4% of $6.4 billion in Australia, New Zealand and Singapore, 1% and a direct property investment portfolio valued at around $4.3 billion. The creation of the Macquarie Goodman Group saw Macquarie Bank bring to account a net profit of $91 million (after tax and profit share) in 2004/2005, reflecting the strategic positioning of the Group in building a leading, listed industrial and business property fund. The Macquarie Goodman Group and Macquarie Bank have begun to expand in Asia by securing a well-known industrial property in Hong Kong, the lower portion of Global Gateway (pictured) in Tsuen Wan, for $HK750 million. It is proposed that this first acquisition will seed the Group’s funds management business in Asia which is expected to attract local and international investors. Macquarie Bank is confident the expansion of the logistics industry in Asia, the growth and recovery of Asia’s economy and the increased demand for securitised real estate in Asia augurs well for the Asian expansion of the joint venture. From the outset, Macquarie Goodman Group will be transporting its unique customer service model to Asia with the objective of targeting quality properties in established industrial and business space property markets and sourcing opportunities to provide solutions for existing and prospective customers. Macquarie Goodman Group takes its first steps in Asia 20 Macquarie Bank Limited 2005 Annual Review
Banking and Property Group posted Macquarie Capital Partners (MCP) Mortgages and Securitisation its seventh consecutive record is a real estate investment banking continued to grow both domestically contribution, 200 per cent up on the business based in the United States and internationally. The Australian prior year, or 24 per cent not including and Europe which specialises in raising mortgage portfolio grew by 25 per the profit on formation of Macquarie private equity for real estate operating cent to more than $14.5 billion from Goodman Group (MGQ) (discussed companies and funds, and providing $11.6 billion in the prior year. The US below). financial and strategic advisory services mortgage operations closed over All sectors increased their to its clients. During the year, MCP $US1 billion in loans during the year. contributions on the prior year. completed 33 transactions totalling The Division has also established an $US5.7 billion on behalf of clients. Italian mortgage business which is Property assets under management (including associates)1 increased During the year, Property opened expected to commence operations in 90 per cent from $10.9 billion to new offices in Tokyo and London to May 2005. The Division made a $20.7 billion. develop real estate investment trust decision to sell its China mortgage (REIT) management opportunities business and an agreement was Property contributed approximately reached during the year. 60 per cent of the Banking and and provide development finance Property Group’s result, excluding the solutions leveraging Australian market Margin Lending’s result was up MGQ impact. As at 31 March 2005, experience. strongly on the prior year, achieving Macquarie (including associates) was Property Investment Banking significant growth in its core products, the second largest Australian listed participated in transactions totalling margin loans and capital protected property funds manager (by ASX more than $2 billion and raised equity loans. During the year to 31 December 2004, the Division’s market capitalisation). and debt of over $350 million. margin loan portfolio grew at three Property Investment Management Macquarie Global Property Advisers times the industry average, increasing (Australia and North America) (MGPA) was established and by 80 per cent. The total loan portfolio together with joint venture partners, manages $US1.9 billion of assets grew by 47 per cent to over $2.6 billion acquired $US5.5 billion of property in across Europe and Asia. MGPA in the year ended 31 March 2005. North America during the year. Key recently launched Macquarie Global achievements included: Property Fund II, a private investment Outlook fund that is pursuing real estate related The Group is examining various – Macquarie CountryWide Trust’s opportunities for international acquisition of a $US2.8 billion portfolio assets across Europe and Asia. expansion in Asia, the Middle East, of US shopping centres with joint Property Finance continued the Europe and North America. All venture partner, Regency Centers growth and diversification of its Divisions are experiencing strong deal – Macquarie Office Trust’s takeover of international portfolio. Offshore loan flows and are well placed to take the $1.3 billion Principal America commitments increased by 37 per advantage of both international and Office Trust cent during the year, with deals domestic opportunities as capital sourced from offices in Seattle and markets mature. The greater In February 2005, Macquarie Los Angeles. A new office was also international acceptance of REIT Goodman Management Limited and opened in London in December 2004. structures is expected to provide Macquarie Goodman Industrial Trust During the year, Golf and Leisure and significant property funds merged to create Australia’s largest Macquarie Community Partnerships management opportunities, industrial property group, MGQ. As a became part of the Property Division. particularly in Asia. result of the merger, Macquarie Bank brought to account a net profit (after The Banking Division’s record result Strengthening international growth is tax and profit share) of $91 million. was generated by increased loan, expected to offset the impact of a deposit and client volumes. The possible slowdown in the listed Division’s expanded product offering property trust market and in some achieved strong client interest. It sectors of the property development successfully implemented its and residential property markets in enhanced internet banking offering, Australia. The Group’s strong risk delivering competitive advantages to management and conservative credit clients and improved internal policies will continue to protect the productivity. In response to growing Group’s businesses. customer demand, the Division 1 Represents total assets under management of opened offices in Parramatta and funds where Macquarie controls or significantly influences the fund manager, including 100 per Newcastle during the year. cent of MGQ. 21
Treasury and Commodities Group Focus: Macquarie Cotton/Brazil 22 Macquarie Bank Limited 2005 Annual Review
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Treasury and Commodities Group Macquarie’s existing Brazilian soft commodities business has expanded into cotton financing, hedging and exports, which complements our Australian and Focus: Macquarie Cotton/Brazil US-based cotton businesses. The cotton business works primarily with producers from Australia, the United Treasury and Commodities Group States and Brazil and with importing processors throughout the world. A large achieved a strong result, 30 per cent Brazilian cotton producer – part of Macquarie’s existing soft commodities up on the prior year. network – approached us for assistance in financing the season’s crop. Macquarie provided pre-export financing secured by the crop and over-the- counter hedging solutions. The pre-export finance is repaid via the delivery of Treasury and Commodities Group cottonMarkets Equity to Macquarie, Group which in turn sells the cotton in keyBanking global and markets. Property Group contribution to profit contribution to profit contribution to profit Using our understanding of the Brazilian agricultural market, Macquarie has been able to assist cotton producers with international financing and with 13% managing the9% price risks associated with cotton production and sale. 22% Strong relationships with textile processing clients, particularly in China and greater Asia, have allowed Macquarie to successfully market this cotton internationally. Macquarie’s entry into this business comes at a time of strong growth in Brazilian cotton production. Industry focus has moved from domestic to international export markets. In recent years, the use of scale and new technology has seen Brazil emerge as a world leader in cost-efficient cotton production. By working with leading producers, and using our international expertise, Macquarie has been able to take an active role in the emergence of Brazil as an important global exporter of cotton. Macquarie is confident the combination of continued growth of the Brazilian cotton industry, increased end-consumer demand in Asia and Macquarie’s unique approach to risk management will mean this business is well placed to take advantage of future opportunities to provide innovative finance and hedging solutions to commodities clients. Macquarie enters Brazilian cotton market 24 Macquarie Bank Limited 2005 Annual Review
The contribution from Treasury and credit and interest rate risk building its presence in physical Commodities Group was 30 per cent management solutions through cotton. Higher volatility in commodity up on the strong prior year and reflects structured securities and derivatives. markets with increased client hedging increased contributions across most The Debt Markets’ result was broadly and trading opportunities, in addition operating divisions, including strong in line with the prior year. The to a broader product mix, resulted in increases from Agricultural business experienced good client a significantly stronger contribution Commodities and Energy Markets. deal flow and trading and a positive from Agricultural Commodities. Metals and Energy Capital offers contribution from the South African Energy Markets provides risk price-making, derivative trading and joint venture with ABSA Bank Limited. management and financing solutions financing in base and precious metals Futures provides a full range of to the energy sector globally, and has as well as financing to the oil and gas broking and clearing services for a presence in London, Sydney, sector. The contribution from Metals Australian and international exchange Houston and New York. Energy and Energy Capital was down slightly traded derivatives markets. The Markets made an increased on the strong result of the prior year, contribution from Futures was contribution due to good customer which included the $38 million profit strongly up on the prior year due to business flows and a solid trading upon realisation of the East African increased turnover. desk performance. Gold Mines investment. Good Treasury is responsible for Outlook growth was experienced in the oil management of the Bank’s balance The future performance of the Group and gas financing business and a sheet, liquidity and interest rate is dependent on the operating number of investments were realised exposure. Treasury’s result was well environment and, in particular, market during the year. up on the prior year, reflecting conditions. High volatility across most Foreign Exchange provides services successful management of the multi- markets is expected to continue, across all currency pairs and currency interest risk of the balance while volumes are expected to structured term hedging currency sheet. The Division successfully remain at a satisfactory level. The solutions for Australian and undertook an increased number of Group expects to maintain strong international clients. Foreign Exchange private and public transactions in domestic market positions and will continued to perform well as high global funding markets during the continue to expand its offshore volatility and volumes provided good year, including the Bank’s hybrid operations as appropriate opportunities for client deals and capital raising. opportunities are identified. Repeating trading. The Division’s contribution Agricultural Commodities provides the strong 2004/2005 result may be increased on the strong prior year. risk management solutions to the challenging given dependence on the Debt Markets originates, arranges agricultural industry globally. During operating environment. and places debt for clients and is the year, the Division continued to active in primary and secondary broaden its scope by establishing a markets for government inflation- structured products team to linked, corporate, global and asset- capitalise on strong investor interest backed securities. It also provides in commodities and by further 25
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