International Wind Power Developer - Company Presentation - NBT
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Important information This presentation (the “Presentation”) has been prepared by NBT AS (“NBT AS” or the “Company” and together with its subsidiaries the "NBT Group“ or “NBT”). The Presentation has been prepared and is delivered for information purposes only. It has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated market place. The contents of the Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. The Company makes no representation or warranty (whether express or implied) as to the correctness or completeness of the information contained herein, and neither the Company nor any of its subsidiaries, directors, employees or advisors assume any liability connected to the Presentation and/or the statements set out herein. This Presentation is not and does not purport to be complete in any way. By receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the Company, its financial position and prospects and that you will conduct your own analysis and be solely responsible for forming your own view of any refinancing and the potential future performance of the Company’s business. The information included in this Presentation may contain certain forward-looking statements relating to the business, financial performance and results of the NBT Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely views and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any other company in the NBT Group, or any of its advisors or any of their parent or subsidiary undertakings or any such person’s affiliates, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company and its advisors assume no obligation to update any forward-looking statements or to conform these forward-looking statements to the NBT Group's actual results. Investors are advised, however, to inform themselves about any further public disclosures made by the Company. This Presentation does not constitute any solicitation for any offer to purchase or subscribe any securities and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the United States. Distribution of the Presentation in or into any jurisdiction where such distribution may be unlawful, is prohibited. The Company and its advisors require persons in possession of this Presentation to inform themselves about, and to observe, any such restrictions. This Presentation speaks as of the date set out on the front page, and there may have been changes in matters which affect the NBT Group subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the NBT Group have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Presentation, you accept to be bound by the terms above. 2
Investment highlights Number of value triggers positioning company for future monetization ATTRACTIVE • 150MW producing ~357 GWh/year in China PORTFOLIO OF • Syvash 245.7MW under construction expected on line in Q3/Q4 2020 >1,000MW OF WIND FARMS • Zophia I-III 792.5MW under development, COD expected in phases in Q1/Q3/Q4 2022 UKRAINE IS A • Following turmoil in 2014-2016, Ukraine has de-risked significantly, evidenced by sovereign yields approaching 5% BOOMING RENEWABLES • An energy sector heavily dependent on nuclear and coal: strategic goal for government is to shift electricity production into renewables and reduce dependence on Russian fossil fuels MARKET PROVEN • NBT developed Syvash in less than 9 months from project acquisition to initial financial close • Total Eren is 53.5% equity partner; €262m senior debt by EBRD, FMO, Proparco, IFU, Green for Growth Fund, DEVELOPMENT Finnfund, NEFCO and Black Sea Trade and Development Bank CAPABILITIES & BLUECHIP • 150MW developed in China, with AEI Energy and Datang Renewables as partners PARTNERS • Achieved first project financing for a wind farm in China, provided by HSBC and Bank of Communications • Syvash: 245.7MW, ~€80m+ EBITDA/yr, tariffs locked in at €92/€102 per MW until year-end 2029, fixed WMSA for 15+5 years ATTRACTIVE & • Zophia I-III: ~792.5MW, tariffs expected at €84 per MW until year-end 2029 PREDICTABLE • Senior financing covering 50% of capex expected from ICBC, China Exim Bank, China Construction Bank ECONOMICS • Currently awaiting key clarifications from regulatory authorities in Ukraine and working with financial advisors to secure remaining financing. Discussions with both strategic and financial investors proceeding constructively albeit somewhat delayed due to Covid-19 situation 3
This is NBT Introduction UKRAINE - CORE Independent wind power developer with attractive and advanced portfolio under development with strong cash flow potential Established in 2004, incorporated in Norway 150MW built to date, 245.7MW under construction and 792.5MW in advanced development 246MW under construction 793MW under development Attractive tariffs and high margins Bluechip partners and financing providers (Total Eren, EBRD, PowerChina & State Grid Corporation of China) OTHER ASSETS Attractive Ukrainian green tariffs of €84/€90/€102 per MW, capacity factors from 41-44% and long-term, fixed costs WMSAs bring EBITDA margins above 90% 150MW producing ~357 GWh/year Foundation for NBT’s development capabilities 4
Well defined milestones to a future IPO IPO targeted in 2021/2022 when current development pipeline is de-risked €m 300 2020e 2021e 2022e 2023e Key events: • Zophia I COD Q1 Project 250 EBITDA1) • Zophia II/IIICOD Q3/Q4 Key events: • New development projects being firmed up • First full year of production from 200 Key events: Syvash • Initial Syvash WTGs on line • Good visibility on construction • Closing of equity financing of progress from Zophia Zophia projects 150 • Expected refinancing of secured • New development projects being bond firmed up • Syvash COD • Closing of senior financing of Zophia projects 100 • Commencement of construction of Dividend capacity Zophia • Expected refinancing of convertible bond and Zophia development bond 50 0 2020 2021 2022 2023 Note 1) Project EBITDA contribution, 100% for Zophia and 46.5% from Syvash 5
Strong core team JOAR VIKEN CEO ERLING THIIS THORSTEIN JENSSEN EUGENE GELLER MARTIN ROSELL KYRRE LUND VLAD KAZAK CFO SVP DEVELOPMENT & PROJECT INVESTMENT DIRECTOR GENERAL COUNSEL SVP BUSINESS DEV CEO Zophia FINANCE WALTER CHANG LARS JOHNSEN BØRGE TVORG EYAL BARAZANI MAGNUS JOHANSEN LUO BIN CEO ASIA OPERATIONS PROJECT FINANCE DIRECTOR VP PROJECT FINANCE SENIOR BUSINESS VP BUSINESS DEVELOPMENT PRESIDENT CHINA DEVELOPMENT OPERATIONS KEY CAPABILITIES PROJECT SOURCING FINANCE ENGINEERING UKRAINE PROJECT KNOWLEDGE DEVELOPMENT CONSTRUCTION OPERATIONS 6
Proven development capabilities Due Diligence SPA Signed ESIA Syndication Finance Documents Start: May 2017 February 2018 Start: April 2018 Start: August 2018 Start: October 2018 3 Months 3 Months + 3 months 4 Months 5 Months 3 Months SPA negotiations SPA Closing EBRD on board Financial Close Start: September 2017 April 2018 July 2018 January 2019 and April 2019 7
Overview of key assets Key milestones Project details Q4 2019 … Q2 2020 Q3 2020 … Q1 2021 Q2 2020 Q3 2020 … 2029 PARTNERS ECONOMIC PARAMETERS • Co-investor: • Tariff: €102/92/MWh 245.7 MW Feed-in tariff ends • Lead lender: • P50 load factor: ~41% expected on line SYVASH Construction Production of electricity • Total investment: € 382m 246MW • EPC: 46.5% INTEREST 133MW • Annual revenues: € 83m expected on line • Turbines: • Target EBITDA%: ~90%1) • Lead lenders: • Tariff: 84€/MWh Feed-in tariff ends • P50 load factor: 40.3% ZOPHIA I-III • EPC: • Total investment: ~€ 1.2bn 792.5 MW Permits Financing Construction Prod. 793 MW online by • Annual revenues: € 231m 100% INTEREST Permits in place Financial close Q1/Q3/Q4 2022 • Turbines: completed for all • Target EBITDA%: ~90%2) phases • Co-investors: • Tariff: RMB 0.54-0.61/kWh OTHER: • Annual prod: ~300 GWh Gantt LLC LINXI & • Lenders: In operation since 2010 • Total investment: RMB 1.48bn BAICHENG 150 MW • Turbines: • Annual revenue: RMB 161m 33-49% INTEREST • Annual EBITDA generation: ~81% Note: 1) Estimated EBITDA margin in P50 wind case 2) Target of similar economics as the Syvash project 8
Syvash 245.7MW expected on line Q2/Q3 2020 Key project details Location CAPACITY • 245.7MW LOCATION • Northern shore of Lake Syvash, Kherson Region • 13+ months wind data from 80m tower onsite has been collected so far, WIND DATA two new 120m towers and Lidar continually collecting additional wind data with another 9 months so far WIND SPEED • 7.9m/s at 120m (estimated) TARIFF • € 0.102 / € 0.0918/kWh for wind turbines erected in 2019 / 2020 Syvash CAPACITY FACTOR • Approximately 41.7% PERMITS • All secured • Secured, 35kV to 330kV substation under construction with 2 x 330kV GRID CONNECTION 20 km transmission lines nearby CO2 ELIMINATION • 635,000 tons • Flat terrain, degraded farm land Key partners SITE CONDITION • Spans 1,320 hectares, 49-years land lease Senior lenders Equity partner • Turn key EPC contract of €288.3m with PowerChina EPC • Wind turbines (3.9MW) and 15+5 years WMSA from Nordex • 15+5 year WMSA OPEX • Coverage for €200m, 3 years, non-callable war and terrorism insurance • In total around €6m per year, inflated • €262m senior debt lead by EBRD + other DFIs • €79m co-investment (preferred equity) from Total Eren convertible into EPC contractor Turbine manufacturer FINANCING 53.5% of equity • €34m contributed from NBT AS CONSTRUCTION • Under construction with first wind turbine erected in November 2019 STATUS COD • Phased COD in Q3 / Q4 2020 9
Syvash project finance structure NBT AS Ownership organized through Swedish holding 100% companies – Tax effective ownership, tax-free dividends can be brought to NBT EAST RENEWABLE AB Total Eren has co-invested EUR 79m in a Swedish holding company €35m 46.5% 53.5%1) EAST RENEWABLE The senior lenders, led by EBRD, sit in the EUR 79m UKRAINE AB Ukraine entity 100% EAST RENEWABLE ENERGY AB 100% SYVASHENERGOPROM EUR 263m senior debt LLC EBRD & 7 other banks Note: 1) Structured as preference share, convertible into 53.5% ordinary shares in 2022. Post second completion each ordinary and preferred share will carry one vote in the company 10
Zophia 792.5MW developed in multi-stage approach Key project details Location CAPACITY • 792.5MW (Zophia I, II & III) LOCATION • Yakymovskij District of Zaporizhia Region • 25+ months of wind data from a 120m met tower onsite has been collected WIND DATA so far, with additional 4 new 120m met towers collecting data since early 2020 Zophia I - III WIND SPEED • 8.01m/s at 120m TARIFF • Expected to EUR 0.0836/kWh CAPACITY FACTOR • Approximately 42% BUILDING PERMIT • Secured for 792.5 MW GRID CONNECTION • Secured 20 km CO2 ELIMINATION • 2,050,000 tons • Located about 15km southwest of the major city of Melitopol SITE CONDITION • Stretches for 42km from north to south and 23km from east to west Key partners • Relatively flat; the elevations of the expected wind turbine area range from approximately 5m to 30m above sea level Senior lenders • EPC contracts for 750MW signed with CET, the EPC subsidiary of State Grid Corporation of China EPC • Covers all turbine supply, civil works, electrical works, substations, required grid connections to the interconnection points, new overhead line and grid capacity upgrades EPC contractor Turbine manufacturer • Zophia I: €40m being secured from Ukrgasbank • Zophia II-III: €500m expected from ICBC, China Exim Bank, China FINANCING Construction Bank • Additional €330m to be secured through additional syndicate banks • Financial close expected Q3 2020 for Zophia II and III • Zophia I – Q1 2022 / Phased COD Zophia II – Q3/Q4 2022 / Phased COD COD Zophia III – Q3/Q4 2022 11
Zophia investment structure NBT AS 100% Each Swedish holdco will be owned by another layer of EAST RENEWABLE Swedish companies TOPCO AB This will be the joint venture 100% companies where co-investors enter EAST RENEWABLE ZOPHIA SUPER HOLDCO This layer will be owned by a AB common holding company which 100% 100% 100% will be owned indirectly by NBT EAST RENEWABLE EAST RENEWABLE EAST RENEWABLE ZOPHIA INVESTMENTS I ZOPHIA INVESTMENTS II ZOPHIA INVESTMENTS III AB AB AB 100% 100% 100% EAST RENEWABLE EAST RENEWABLE EAST RENEWABLE ZOPHIA I AB ZOPHIA II AB ZOPHIA III AB 100% 100% 100% AZOVINVESTPROM LLC AZOVPROMENERGO LLC ZOPHIA III LLC 42.5MW 300MW 450MW UKRGASBANK Senior (Project loan with share CHINESE AND INTERNATIONAL BANKS funding security post COD) 12
Other assets China Other opportunities Assets located in Inner Mongolia and Jilin, China Developed when NBT was first started Instrumental for the organizational development and becoming an experienced emerging market developer Linxi Size: 100 MW Interest: 49% Partner: Datang Renewables Annual Revenues*: ~RMB 101m (€13m) Annual EBITDA*: ~RMB 79m (€10m) Baicheng Global Cooperation Agreement with CET / State Grid Size: 50 MW Corporation of China to develop new renewable projects Interest: 33% Currently evaluating selected projects in Serbia, Greece, Partner: initially AEI Energy, now Gantt LLC Georgia, Uzbekistan and Montenegro Annual Revenues*: ~RMB 51m (€7m) Annual EBITDA*: ~RMB 20m (€3m) * Annual Revenues and EBITDA are based on 100% ownership basis. 13
A highly advanced pipeline – not including additional potential opportunities with COD beyond 2025 Unrisked portfolio of c. 3 GW wind capacity Net quarterly annualized electricity generation Gross Net Risked Country Project Status1) MW Share MW Risk MW LF% Unrisked China Baicheng In operation 49 33% 16 100% 16 25% Net GWh 11 642 11 642 Linxi I In operation 50 49% 25 100% 25 30% 10 968 11 975 12 000 10 130 Country 5 Linxi II In operation 50 49% 25 100% 25 30% 9 663 Firm 10 000 8 799 Country 4 Ukraine Syvash Construction 246 47% 114 100% 114 41% 7 791 Country 3 Zophia I Fully permitted 43 100% 43 100% 43 41% 7 791 8 000 Country 2 Zophia II Fully permitted 300 100% 300 100% 300 41% 5 943 6 000 5 604 Zophia III Fully permitted 450 100% 450 100% 450 41% 4 255 Country 1 Project 1 In DD 168 100% 168 75% 126 37% Country 1 4 000 3 421 Project 2 In DD 93 100% 93 75% 70 37% 1 805 Ukraine 2 000 575 575 Project 3 In DD 140 100% 140 75% 105 37% 164 575 575 575 575 727 China 164 164 Project 4 In DD 120 100% 120 75% 90 37% 0 In DD 75 100% 75 75% 56 36% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Country 2 Project 5 2020 2021 2022 2023 2024 2025 Project 6 In DD 100 100% 100 75% 75 36% Project 7 In DD 23 100% 23 75% 17 36% Risked Net GWh Project 8 In DD 85 100% 85 75% 64 36% 8 045 8 233 9 000 Pipeline Project 9 In DD 18 100% 18 75% 14 36% 7 195 8 045 Country 5 8 000 6 932 7 667 Project 10 In DD 7 100% 7 75% 5 36% 6 446 Country 4 7 000 Assumption that 5 879 Project 11 Opportunity 591 60% 355 75% 266 36% Country 3 75% of new 5 879 Project 12 Opportunity 240 60% 144 75% 108 36% 6 000 4 840 pipeline projects Country 2 5 000 4 649 Project 13 Opportunity 185 60% 111 75% 83 36% are realisable 3 890 Project 14 Opportunity 267 60% 160 75% 120 36% 4 000 3 421 Country 1 Project 15 Opportunity 132 60% 79 75% 59 36% 3 000 1 805 Country 3 Project 16 In DD 50 100% 50 75% 38 40% 2 000 Ukraine 575 575 1 000 164 575 575 575 575 727 Project 17 In DD 50 100% 50 75% 38 40% 164 164 China Country 4 Opportunity 200 100% 200 75% 150 37% 0 Project 18 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Country 5 Project 19 Opportunity 50 50% 25 75% 19 37% 2020 2021 2022 2023 2024 2025 Total 3,781 2,975 2,474 Source: NBT AS Note: 1) NBT has secured exclusivity and is performing a due diligence with a view to acquire the project. Opportunity: NBT is negotiating with owner to with a view to enter into a due diligence process 14
Ukraine has a pro-west government undertaking structural reforms to facilitate future growth of its economy Ukraine economy overview International reserves Political climate Months of – Denis Shmygal elected as the new PM in early March 2020 3.0x 3.0x 3.2x 3.3x 4.7x 4.5x 4.6x 4.0x 4.3x imports – The conflict in eastern Ukraine, more strained relations with Russia and the Coronavirus pandemic continue to hurt the economy USDbn – Reforms have been adopted to promote household consumption, the consolidation of public finances and prudent fiscal and monetary policies, and a flexible exchange rate regime have 30.0 27.3 27.2 25.3 24.9 24.6 helped to reduce budget and current account deficits 25.0 Economic environment 20.8 20.0 18.8 – According to the IMF, GDP grew at 3.2% in 2019, slightly down from 2018 (3.3%), however 15.5 due to the COVID-19 outbreak, GDP growth is forecast to fall to -7.7% in 2020 and pick up to 15.0 13.3 3.6% in 2021, subject to the post-pandemic global economic recovery – Interest rates on the interbank market and yields on hryvnia domestic government securities 10.0 have been gradually declining 5.0 – International reserves increased to USD 27bn, and now cover four months of future imports – Consumer inflation down from 3.2% yoy in Jan to 2.4% in Feb, expected to decline further 0.0 – The NBU has moved to ease monetary policy due to inflationary pressure and has cut the key 2015 2016 2017 2018 2019 Q1 2020 Q2 2020 Q3 2020 2020E policy rate by 100 bps – to 10.0% in March CPI change and key policy rate FX dynamics State and state-guaranteed debt CPI Key policy rate 79.1 80.9 71.8 60.9 50.3 USD/UAH UAH/USD as of Average Inflation Target inflation 01 May’20: 26.92 -9.8 2.4 2.5 3.3 3.2 -7.71) 25.0 1.0 USDbn 22.5 30 100 20.0 18.0% 0.8 84 80 28 76 78 17.5 80 71 10 10 14.0% 14.5% 66 11 11 15.0 13.5% 0.6 10 26 60 10 12.5 13.9% 14.4% 10.9% 8.0% 10.0 7.9% 0.4 24 40 74 65 67 71 7.5 10.3% 56 61 4.5% 22 20 5.0 0.2 2.5 5.0% 20 0 0.0 0.0 1/1/2016 1/1/2017 1/1/2018 1/1/2019 1/1/2020 1/1/2021 2015 2016 2017 2018 2019 Mar’20 2016 2017 2018 2019 2020E State-guaranteed debt GDP growth % (real) Ukrainian hryvnia was the best performing foreign currency versus the US dollar in 2019 State debt Total debt (% of GDP) Source: Ukrainian Ministry of Finance – Ukraine Investor Presentation June 2019, IMG World Economic Outlook (April 2019), Bloomberg, European Bank for Reconstruction and Development (EBRD) 1) 2020E 15
Improving national credit profile translates to narrowing spreads Ukraine credit overview Ukraine credit profile Commitment to further reforms, macro support programs from IMF, EU, US and IFIs Long term credit ratings (April 2020) and sound macro performance in 2019, has boosted international investors’ interest in Ukrainian sovereign debt Caa1 B B – In Dec 2019, signed a 3-year agreement with IMF for a new USD 5.5bn extended credit facility to boost the country's growth and economic reforms (Positive) (Stable) (Stable) In January 2020, the Ukrainian Government went back on the market with a EUR 1.25bn 10 year Eurobond which was supported by 5.6x oversubscription leading to reduction of factual yield at issuance of 62.5 bps from the IPT – The total indications of interest peaked in excess of EUR 7bn from 350+ investors globally Ukraine Sovereign Yield Evolution Secondary Sovereign Curve Evolution The yield of the sovereign Eurobond is up by almost 350bps since issuance and is as Yield % 1 May ’19 1 Jan ’20 Yield % UK 2024 UK 2030 of April 30 trading at a yield of 7.85% p.a. 030 Oct ’19 30 Apr ’20 14.0 UK 2026 16 The backward-looking approach of rating agencies, which accounts for the 2014 and 15 2015 crisis years, does not capture the noticeable credit profile improvements of 13.0 Ukraine in 2019 14 12.0 Both initial demand of the Eurobond and current secondary trading yield assert our 13 expectations on the soonest credit rating upgrade shifting Ukraine to BB universe 11.0 12 11 10.0 The Ukraine government bond January 2020 10 9.0 9 Issue amount: EUR 1.25bn 8.0 8 Order book at final yield: > EUR 4.75bn 7.848% 7.0 7 6 5.000% 4.750% 4.5%(+/-0.125) 4.375% 6.0 5 5.0 4 4.0 3 IPT Guidance FPG Final pricing Current trading 1Y 2Y 3Y 4Y 5Y 4/1/2019 7/1/2019 10/1/2019 1/1/2020 4/1/2020 (30 April 2020) Source: Bloomberg as of 01 May 2020 16
Contact Information For more information, please contact: Mr. Joar Viken CEO Mobile: +47 916 19785 Email: joar.viken@nbtas.no 17
NBT AS Company presentation May 2020
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