Group Presentation March 2017 - Veronagest

 
 
Group Presentation March 2017 - Veronagest
Group Presentation
      March 2017
Contents

  1.   Introduction
         i.    Business Overview
         ii.   Veronagest: a leading independent player
         iii. Company’s history milestones
         iv. Assets overview
         v.    Investment Highlights
  2.   Current Portfolio - Wind
         i.    Wind Farms Operating
         ii.   Wind Farms Operating – details
 3.    Pipeline
         i.    Wind Pipeline
  4.   Corporate Information
         i.    Group Structure
         ii.   231 Model
         iii. Group Organizational Structure




                                                          2
Introduction
Business Overview
   Veronagest operates in the renewable sources (wind and solar) energy production and has gained a leading position among
    Italian independent players in terms of scale, quality of assets and skills / capabilities.
   Veronagest is one of the most experienced Italian companies in the renewable energy business, with a proven ability to deliver
    growth and a strong business model:
          370 MW installed since 2006 and a pipeline of projects including some 100 MW;

          highly efficient and fully integrated platform, with the expertise of executing internally all phases of the sector value chain
           (origination, engineering, construction supervisory, financing and operation of plants);
          experienced management team with both technical and financial skills.
   As of June 30, 2015 the Company has 7 operating wind farms with an installed power of 282,4 gross MW. Veronagest has
    been developing a pipeline of projects, including 58 net wind MW at a highly advanced development stage and 42 net wind MW
    at advanced stage.
   The Company is controlled, through Energreen S.A., by Compagnie Finance Ponte Carlo S.A. (hereinafter “C.F.P.C.”) (55%)
    and Banco BPM, one of the major Italian banks.
   The Group is made up of:
          the holding company Veronagest S.p.A.

          the SPVs owing the wind farms;
          Wind Service S.r.l.;
          VRG Energy S.r.l.




                                                                                                                                             4
Veronagest: a leading independent player


                                           Italian wind players – ranking as of 31/12/2016


       1.200
               1.092




        800            726

                               589
  MW




                                     506

        400                                 371
                                                   335    328   320    294    282    277     272
                                                                                                   237
                                                                                                         195
                                                                                                               162   156


          0




Source: eLeMeNS LooKOut n.15




                                                                                                                           5
Company’s history milestones
STRATEGY
2005 Private equity investor providing expertise in project finance for 2 wind farms (Parco Eolico Ennese and VRG Wind 129 – 92 MW)
2006 Switch to an industrial approach and focus on renewables through: hiring expertise in origination & construction and ensuring a solid pipeline
2007 Framework agreement with GAMESA for WTG supply
2008 Evolution of origination strategy: wind green field development
2009 Start-up of greenfield PV
2011 Disposal of Parco Eolico Ennese (70.5 MW) to Alpiq
2012 Disposal of Calabria Solar (40 MW of photovoltaic under development)
2017 Disposal of Sol.In.Build (16.8 MW of photovoltaic in operation)


FINANCING
2006 Parco Eolico Ennese and VRG Wind 129 (92 MW): € 130 mln
2007 VRG Wind 030 (60 MW), VRG Wind 040 (29.8 MW), VRG Wind 060 (48 MW): € 255 mln
2008 VRG Wind 819 (42.5 MW): € 64 mln
2009 VRG Wind 070 (60 MW) and S.I.B. (16.6 MW of PV): € 115 mln and € 73 mln
2011 VRG Wind 840 (20 MW): Vendor Loan (€ 42,5 mln) provided by Gamesa
2013 Autorizzazione Unica (AU) for 36 MW of wind in Basilicata


CONNECTION TO THE GRID
2007 Parco Eolico Ennese (70.5 MW), the biggest wind farm in Italy at the time
2008 VRG Wind 040 (29.8 MW) and VRG Wind 060 (48.0 MW)
2009 VRG Wind 030 (60 MW) and VRG Wind 129 (22.1MW)
2010 VRG Wind 819 (42.5 MW) and VRG Wind 070 (60 MW)
2011 S.I.B. (16.8 MW of photovoltaic)
2012 VRG Wind 840 (20.0 MW of wind)

                                                                                                                                                      6
Assets Overview

   Veronagest’s windfarms business is made up of the following SPVs owning windfarms in operation with a total gross power of
    282,4 MW:
        VRG Wind 129, which is the owner of a wind farm with a consolidated installed power of 22,1 MW. The wind farm is
         located in Sicily and has been operating since October 2009. The O&M is carried out by Gamesa. Veronagest owns 100%
         of the share capital of the SPV
        VRG Wind 030, which is the owner of a wind farm with a consolidated installed power of 60,0 MW, located in Sicily. The
         wind farm has been operating since December 2009. The O&M is carried out by Gamesa (wind turbines) and Siemens /
         Wind Service (BOP). Veronagest owns 100% of the share capital of the SPV
        VRG Wind 040, which is the owner of a wind farm with a consolidated installed power of 29,75 MW, located in Sicily. The
         wind farm has been operating since December 2008. The O&M is carried out by Gamesa (wind turbines) and Terna /
         Wind Service (BOP). Veronagest owns 56,2% of the share capital of the SPV
        VRG Wind 060, which is the owner of a wind farm with a consolidated installed power of 48,0 MW, located in Sicily. The
         wind farm has been operating since January 2009. The O&M is carried out by Senvion (wind turbines) and Terna / Wind
         Service (BOP). Veronagest owns 100% of the share capital of the SPV
        VRG Wind 819, which is the owner of a wind farm with a consolidated installed power of 42,5 MW, located in Sicily. The
         wind farm has been operating since November 2010. The O&M is carried out by Gamesa (wind turbines) and Siemens /
         Wind Service (BOP). Veronagest owns 100% of the share capital of the SPV
        VRG Wind 070, which is the owner of a wind farm with a consolidated installed power of 60,0 MW, located in Calabria.
         The wind farm has been operating since December 2010. The O&M is carried out by Gamesa. Veronagest owns 100% of
         the share capital of the SPV
        VRG Wind 840, which is the owner of a wind farm with a consolidated installed power of 20,0 MW, located in Calabria.
         The wind farm has been connected to the grid in June 2012. The O&M is carried out by Gamesa. Veronagest owns 100%
         of the share capital of the SPV




                                                                                                                                   7
Investment Highlights

   Leading independent Italian renewables IPP
   Substantial and attractive operating portfolio
       –   282,4 MW gross wind operating, providing steady cash flow generation
       –   2.200 average full-load hours (NEH – P50) for wind
       –   Generous tariffs maintained within the new incentive scheme
   Deliverable near-term pipeline
       –   Highly advanced development phase pipeline to the end of 2015 includes 46 MW net wind
       –   Further projects totaling 54 MW net wind under development
   Strong origination network
       –   Established relationships with local developers
       –   Consolidated experience in the green field development of the origination team
   Attractive Italian market
       –   Demanding EU 2020 targets; no nuclear power option
       –   Italian electricity prices among the highest in Europe
       –   Excellent resources
       –   High entry barriers in the market with difficult entry also for big energy players
   Full plant lifecycle expertise in-house
       –   Dedicated team with critical resources to manage origination, project finance, engineering & construction, operation &
           maintenance
   Independent entity with disciplined management, corporate governance systems, team operating to international
    standards
       –   Ideal entry platform into Italian market and beyond



                                                                                                                                    8
Current Portfolio - Wind
Wind Farms Operating
                                                                                                 g VRG Wind 030 (60.0 MW)
                                                                                                   Location: Sicily
                                                                                                   Ownership: 100% Veronagest
                                                                                                   Status: Op. 12/2009
                                                                                                   NEH: 1,983 (GH)

 a VRG Wind 129 (22.1 MW)
   Location: Sicily
   Ownership: 100% Veronagest
   Status: Op. 10/2009                                                                           f VRG Wind 040 (29.8 MW)
   NEH: 1,796 (Garrad Hassan – GH)                                                                 Location: Sicily
                                                                                                   Ownership: 56.3% Veronagest
                                                                                                   Status: Op. 12/2008
                                                                                                   NEH: 1,926 (GH)




b VRG Wind 060 (48.0 MW)
  Location: Sicily                                                     e
  Ownership: 100% Veronagest                                       d
                                                                                                e VRG WIND 840 (20.0 MW)
  Status: Op. 01/2009                                    a                                        Location: Calabria
  NEH: 2,764 (GH)                                      b f g
                                                               c                                  Ownership: 100% Veronagest
                                                                                                  Status: Op.06/2012
                                                                                                  NEH: 2,782 (Fichtner)

                        c VRG Wind 819 (42.5 MW)
                          Location: Sicily
                          Ownership: 100% Veronagest                       d VRG Wind 070 (60.0 MW)
                          Status: Op. 11/2010                                Location: Calabria
                          NEH: 1,760 (GH)                                    Ownership: 100% Veronagest
                                                                             Status: Op. 12/2010
                                                                             NEH: 2,368 (GH)




                                                                                                                                 10
Pipeline
Wind Pipeline
   The Company’s wind pipeline includes 36 net MW already authorized; 21,9 net MW at a highly advanced development phase
    and 42 net MW at an advanced phase. Some relevant information on the projects included in the pipeline is provided below.




                                                                                                       Wind 03 (36.0 MW)
                                                                                                       Location: Basilicata
                Wind 01 (42.0 MW)                                                                  Ownership: 100% Veronagest
                 Location: Calabria                                                                     NEH (P50): 2,600
             Ownership: 100% Veronagest                                                              Status: AU in June 2014
                 NEH (P50): 2,500



                 Wind 02 (9.9 MW)                                                                      Wind 04 (12.0 MW)
                  Location: Sicilia                                                                    Location: Basilicata
             Ownership: 100% Veronagest                                                            Ownership: 100% Veronagest
                 NEH (P50): 2,764                                                                       NEH (P50): 2,600
                                                                                                     Status: AU in April 2016




           Project Name                              Location        MW             NEH @ P50                     VG Share (%)
                                                                                               1
           Wind 01                                   Calabria        42               2.500                          100%
           Wind 02                                     Sicilia       9,9             2.764 (GH)                      100%
           Wind 03                                   Basilicata      36              2.600 (GH)                      100%
                                                                                               1
           Wind 04                                   Basilicata      12                2.600                         100%
           Total                                                     99,9

    1. NEH figures are based on Veronagest’s internal wind studies

                                                                                                                                 12
Corporate Information
Group Structure



                                      C.F.P.C.                   Banco BPM

                                            55%                  45%



                                                  Energreen SA


                                                  100%
                                                                                     Wind
         Construction & Engineering
                                                                                                   100%
                                                                             VRG Wind 129 Spa
  100%
              Wind Service Srl
                                                                                                   100%
                                                                             VRG Wind 030 Srl
               Trading
                                                                             VRG Wind 040 Srl      56,20%
  100%
               VRG Energy Srl

                                                                             VRG Wind 060 Srl      100%


                                                                                                   100%
                                                                             VRG Wind 819 Spa

                                                                                                   100%
                                                                             VRG Wind 070 Spa

                                                                                                   100%
                                                                             VRG Wind 840 Spa

                                                                             Development asset   >51%
                                                                                   SPVs


                                                                                                            14
Group Structure (cont’d)


   The Group consists of the holding company Veronagest S.p.A. and its subsidiaries described hereinafter

        Veronagest SpA: with its headquarter in Rovereto (TN), is the holding company with the responsibility for the
         coordination of the Group strategy, activities and operations of all subsidiaries. It operates through staff functions
         (Finance, Regulatory Affairs, Legal, Administration, Procurement). The company is also responsible for the origination
         and project financing activities related to its business operations

        Wind Service Srl: operates in the engineering, construction supervisory (“Construction”) and management (“Operation”)
         of the Group wind farms plants. It has also been the general contractor for the construction of VRG Wind 060, VRG Wind
         040 and VRG Wind 030

        VRG Energy Srl: operates in the trading of electricity and GCs related to the power produced within the Group

        Wind Business Unit: includes SPVs owning the wind farms in operation (VRG Wind 030, VRG Wind 040, VRG Wind
         060, VRG Wind 129, VRG Wind 070, VRG WIND 840 and VRG Wind 819) and 4 other companies with wind projects in
         the development phase




                                                                                                                                  15
231 Model


   The Legislative Decree No. 231 of June 2001 introduced in the Italian system the liability of companies for crimes committed by
    directors and employees. Pursuant to the decree, any company is subject to a special liability in the event that any of its
    directors, legal representatives, general managers or employees is sanctioned for a specific crime, listed in the decree, provided
    that such person committed any crime for the benefit or in the interest of the company

   In order to prevent the above sanctions, the company must prove that it adopted internal polices and organizational and
    supervisory structures adequate to prevent the commission of the relevant crime (231 Model)

   Pursuant to the decree, Veronagest and its subsidiaries

          adopted an organizational and management model fully compliant with 231 Model that indicates

               −   any activity of the company which might cause or facilitate the commission of the relevant crimes;

               −   any procedure for the adoption and the application of the prevention measures as well as procedures aimed at
                   punishing any failure to comply with the provision of the model and procedures for ensuring any information of
                   crime to a supervisory board

          established a supervisory board (Organismo di Vigilanza), which has autonomous powers to supervise compliance with the
           above polices and the application of the relevant organizational and management model




                                                                                                                                     16
Group Organizational Structure - Overview
                                                                             Board of Directors
                                                                                        Chairman                                          General Assistants
                                                                                             CEO



                                                    Regulatory Affairs and                                          Group Finance
                                                       Electric Market



                                                        Legal Affairs                                             Administration and
                                                                                                                     Accounting


                                                    Portfolio Management                                            Procurement




                                                                                             ENGINEERING & CONSTRUCTION
           ORIGINATION                  PROJECT FINANCING                                                                                                      TRADING EE & GC
                                                                                              + OPERATION & MAINTENANCE




                                                                                                                                           Plant Maintenance
                                                                                                                        Plant Operation
               Development




                                                                                                   Construction
                                                                               Engineering




                                                                                                   supervisory
                                                              Negotiation
                                                               Contract




                                                                                                                                                                       Hedging
Scouting




                                              M&A
                             Fixing




                             Veronagest SpA                                                         Wind Service Srl                                             VRG Energy Srl

                                                                                                                                                                                  17
Veronagest S.p.A.
Piazza Manifattura, 1
38068 Rovereto (TN)
        Italia




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