MIX ENERGY IN MOROCCO. Prospects for the development of ENR. Amman 08/09 October 2017

Transcription

1 MIX ENERGY IN MOROCCO Prospects for the development of ENR Amman 08/09 October 017 1

2 4,6% INSTALLED CAPACITY ,1% 16,5% 47,0% 0,3% 14,8% 7,7% Coal Import IMA + IME Wind farm Hydraulic Diesel Fuel Third Combined cycle (GAS) Puiss. (MW) Part (%) Classic hydraulics ,8 STEP 464 5,6 Total Hydraulic ,4 Steam thermal power stations Gaz Turbines Diesel Groups 01,4 Thermal power station of Jorf Lasfar Tahaddart Combined Cycle Power Plant 384 4,7 Ain Béni Mathar Combined Cycle Power Station 45 5,5 Total Thermal ,6 ONEE Wind Farms (EPC) 00,4 ONEE Wind Farms (IPP) 350 4, Wind Farms (autoproduction) 37 0,4 Wind Farms (Loi 13-09) 305 3,7 Solar thermial - Ain Béni Mathar 0 0, Solar PV : Noor I + Assa 160,8 1,9 Total WF & Solar 1070,8 13 Total installed capacity Renewable energies in the production Park : 34,5%

3 THE MOROCCAN VISION: A PLACE OF CHOICE FOR RENEWABLE ENERGIES IN THE NATIONAL MIX POWER A power mix with a significant part or Renewable Energy, 4% by 00 : Moroccan Solar Plan 000 MW announced in November 009 ; Launching a Wind Power Integrated Program of 000 MW by 00. Operating Wind farms or under commissioning: 895 MW Développement of 140 MW Wind Power: Wind power projects to be developed by private operators within the framework of the renewable energy law : 40 MW ; Wind Power Integrated Program: 1000 MW

4 THE MOROCCAN VISION: A PLACE OF CHOICE FOR RENEWABLE ENERGIES IN THE NATIONAL MIX POWER DEVELOPMENT PERSPECTIVES Mix in Installed Capacity- 00 Mix in Installed Capacity- 030

5 INTEGRATED WIND ENERGY PROGRAM 1000 MW Amman 08/09 October 017 1

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7 INTEGRATED AND STRUCTURING PROGRAM Positive economic impacts Transfer of advanced wind power technology Promotion of industrial platforms and emergence of a skilled and competitive high tech industry Opportunities for access to new export markets Regional Development Creating direct and indirect employment Opening up of the selected regions Promoting tourism Specialized training Creation of curricula and courses dedicated to wind energy technologies in Engineering Schools and Universities. Training of qualified technicians in wind power technologies in vocational training Institutes Research and development Establishing a Partnerships between Industry - High Engineering Schools - Universities and R&D Institutes

8 INTEGRATED AND STRUCTURING PROGRAM Create a project company for each site, jointly owned by Hassan II Fund, ONEE and Strategic Partner PUBLIC- PRIVATE PARTNERSHIP Benefit from the know how of project participants each in his field of expertise (technical, economic, financial) Select major players at national and international level ONEE in collaboration with its partners, will : Conduct the overall project (Design, studies, implementation management, etc) Coordinate and supervise all other activities related to the program.

9 INTEGRATED WIND PROJECT 850 MW Presentation & localization of the Wind farms The five (05) WF : Midelt (180 MW), Midelt Province; Boujdour - phase I (100 MW), province of Boujdour; Jbel Lahdid (00 MW), province of Essaouira; Tiskrad (300 MW), Tarfaya Province; Tanger II (70 MW), Fahs Anjra province; Optional: The supply of wind turbines and heavy maintenance related to the extension of the Koudia al Baida wind farm, with a capacity of 00 MW,

10 Object & Duration- (Article ) The purpose of the contract is to define the circumstances within which the Project Company will sell and deliver Net Energy to ONEE and ONEE will buy the Wind Farm's Net Energy from the Project Company. Duration: From the Signature Date until the 0 anniversary of the Date of Commercial Operation of the Wind Farm. Conditions Precedent - (Article 4) The PPA does not come into force unless and until the conditions precedent are fulfilled. Project Co and ONEE are both entitled to evidence of all relevant documentation completed/signed/executed. By way of example: To the satisfaction of the Project Co: Government Support Letter, signed by the Kingdom of Morocco's head of government. All necessary property certificates regarding the surroundings. Evidence of ONEE's right to confer a right to access to the surroundings. Evidence that all financing documents between ONEE and the Lenders is effective. To the satisfaction of the ONEE: Financing Contracts are signed. Financial Closing occurred. All insurance policies required by the PPA are in force.

11 Transfer of the Site - (Article ) The transfer of the Site to the Project Company takes place in 3 stages: Transfer of the right of occupation over the Site Transfer of ownership of the Wind Farm. Granting of a right of access to the Site's surroundings for the purposes of accessing the Site and storing equipment and materials. Right Of Occupation The Right Of Occupation notably includes the right to conduct environmental studies and the right to conduct the Wind Farm's construction works. The Right Of Occupation will cease automatically upon the earliest of these occurrences: (i) transfer of ownership of the Wind Farm; or (ii) termination date if the contract is terminated following a default or Force Majeure event. Ownership of the Wind Farm Ownership of the Wind Farm will be transferred to the Project Company when the Wind Farm is commercially operational. Ownership stretches over the space above the Wind Farm as well as the subterranean space below the constructions that constitute the Wind Farm. Ownership over the Wind Farm will cease at the end of the Duration of the PPA, or in a case of default/force Majeure. Right Of Access The Right Of Access to the surroundings is not exclusive. ONEE can use the surroundings as well, but is prohibited from conducting any activity which would compromise the construction/operation/maintenance of the Wind Farm.

12 Environmental, Geological and Geotechnical Conditions (Article ) ONEE must indemnify the Project Company for: (i) Pre-existing Environmental Conditions, provided the Project Company follows due process of notification; and (ii) geological and geotechnical conditions which differ significantly from what is reported in the "Etudes ONEE". No penalties will be incurred if delays are engendered. Pre Existing Environmental Conditions The Project Company must give notice to ONEE of any preexisting environmental condition which is not mentioned in the "EIES Strategique" within 14 days, and produce a written proposal regarding the cost and duration of any necessary works. ONEE can: (i) approve the proposal and indemnify the Project Company (ii) refuse to approve the proposal; carry out (or mandate a third party to carry out) the necessary corrective works and indemnify the Project Company; or (iii) not express any approval or refusal, in which case the proposal will be deemed approved after 45 days.

13 Delays (Article 3.5) The Wind Farm must be built by the required deadline. If the Actual Date of Commercial Operation of one of the Phases or the Date of Commercial Operation of the Wind Farm do not take by the required deadline, the Project Company will incur penalty fees. Required deadlines in steps: Each Phase, corresponding to a group of wind turbines, must reach Actual Commercial Operation (i.e. all required tests must have taken place and a Certificate must be delivered to ONEE) by the required completion date for that phase The Wind Farm must reach Commercial Operation by the "Required Commercial Operation Date". Liquidated damages must be paid during by the Project Company during each month of delay.

14 Delays caused by ONEE (Article ) If the delay is caused by any of the following events: ONEE's failure to complete the Installations of Transmission Any other failure by ONEE to accept the Net Energy produced (including due to Natural Force Majeure) Political Force Majeure and the Project Company did not contribute to the event but used its best efforts to minimise its consequences, ONEE must indemnify the Project Company for all reasonable costs incurred. The Project Company will need the Independent Engineer to deliver a report on any of the 3 events - pursuant to which: the deadlines set for Actual Date of Commercial Operation of a Phase or for the Date of Commercial Operation of the Wind Farm will be deemed satisfied; and the Project Company will be entitled to payment (for the Phases affected by one of the 3 events only).

15 Long Stop Date -(Article 15.1(b)) Long Stop Date If the Wind Farm is not completed by 180 Days after the Required Date of Commercial Operation of the Wind Farm, then the ONEE may terminate the PPA for Project Company Default.

16 Project Company s Ongoing Obligations (Article 9) The Project Company has ongoing obligations: during the construction; and during the operation and the maintenance of the Wind Farm. The Project Company's obligations during the construction of the Wind Farm include: Design, finance, construct, installs and operates the Wind Farm according to applicable laws/permits/technical specifications/environmental requirements/ All materials and equipment installed in the Wind Farm must be new and use technology that benefits from a strong track-record. Re-manufactured parts can be used as long as they come with a guaranty similar to the one that new parts would have come with. ONEE has a right to inspect the Wind Farm and to examine conception documents (plans and sketches). The Project Company must provide ONEE with as-built drawings no later than 10 days before deadline for the Date of Commercial Operation of the Wind Farm. The Project Company must remove any temporary equipment as well as any waste and scrap from the Site no later than 60 days after the Actual Date of Commercial Operation of the Wind Farm.

17 Project Company s Ongoing Obligations (Article 10) The Project Company has ongoing obligations: during the construction; and during the operation and the maintenance of the Wind Farm. The Project Company's obligations during the operation and maintenance of the Wind Farm include: Maintenance and operation of the Wind Farm according to applicable laws/permits/technical specifications/environmental requirements/ ; Delivery of the necessary Reports to ONEE and keep a daily record of all important activities; and Interrupt the operation of the Wind Farm upon due notice from ONEE.

18 Project Company s Ongoing Obligations (Article 11) The Project Company has ongoing obligations: during the construction; and during the operation and the maintenance of the Wind Farm. Risk Allocation: The Project Company can subcontract certain services, notably the suppliers of wind turbines (WT Constructor). The subcontractors for the supply of wind turbines, Constructors and Operators must be contractually agreed upon. Any subcontractor must be approved by ONEE. Any existing subcontractor must only be replaced in a case of default of Termination of a particular subcontract. The Project Company must use its best efforts to obtain promptly the Investment Convention as well as all the Permits. The ONEE must use all its best efforts to assist the Project Company regarding these documents. The Project Company must not carry out any activity outside of the Project without ONEE's written consent.

19 Project Company s Ongoing Obligations (Article 11) The Project Company has ongoing obligations: during the construction; and during the operation and the maintenance of the Wind Farm. Risk Allocation (industrial integration): The Project Company must respect the "Adjudicataire"'s Industrial Integration Plan (i.e. the Project Company must ensure that the Wind Farm meets local content requirements, including the building of a factory to manufacture certain components), absorb any ensuing costs, and is prohibited from causing or contributing to a default by the "Adjudicataire". The Project Company must only employ Moroccan workers and contractors, within the realms of possible in light of the Wind Farm's needs. The Project Company must also encourage its Subcontractors to employ as many Moroccan workers and subcontractors as possible. The Project Company must only employ (directly or indirectly) workers/contractors/subcontractors with sufficient skill an experience.

20 Assignment (Article 1) Neither party can assign any part or the whole of the Agreement, the Government Support Letter or any of the rights and obligations they create. The Project Company and/or the Holding Company are under restrictions regarding any potential changes of control. These restrictions prevent transfer of shares above certain thresholds (incremental thresholds between Commercial Operation Date and 10 years after). Exceptions for Assignment of the Agreement: ONEE may assign the Agreement to a third party as long as (i) the Government Support Letter remains in place to guarantee the obligations of the third party; and (ii) the third party's financial capacity is similar to that of ONEE on the Agreement's Signature Date. The Project Company can create a security over its rights under the Agreement and the Government Support Letter.

21 Assignment - (Article 1) Neither party can assign any part or the whole of the Agreement, the Government Support Letter or any of the rights and obligations they create. The Project Company and/or the Holding Company are under restrictions regarding any potential changes of control. These restrictions prevent transfer of shares above certain thresholds (incremental thresholds between Commercial Operation Date and 10 years after). Transfer of shares: First 3 years after the Date of Commercial Operation of the Wind Farm: No transfer of any shares in the Project Company and/or the Holding Company. Between the 3rd anniversary and the 10th anniversary: Shares in the Project Company may be transferred as long as: Principal Share retain.75% of the Project Company; and ONEE consents (consent cannot be unreasonably withheld). From the 10 anniversary onwards: PS's ownership may be reduced below.75% as long as ONEE consents (consent cannot be unreasonably withheld).

22 Payment (Article 6) ONEE must transfer payment to the Project Company: When the Date (or Required Date) of Commercial Operation for each Phase is reached: monthly payment for the Net Energy produced by each Phase. When the Date (or Required Date) of Commercial Operation of the Wind Farm is reached: monthly payments for the Net Energy produced. All payments must be in Moroccan Dirhams. Regarding Legislative Changes Any Legislative Change must result in the ONEE adjusting the base price in order to maintain the economic balance of the agreement between the parties: If the Legislative Change causes an increase in costs covered by the Project Company or a loss of revenues for the Project Society of over [*] USD in 1 Year, ONEE must increase the Base Price. If the Legislative Change causes a decrease in costs covered by the Project Company or an increase in revenues for the Project Society of over [*] USD in 1 Year, ONEE must decrease the Base Price. NB: Only Legislative Changes which cause a change in costs of at least USD each can be considered. If any Legislative Change impose additional investment of: Over [*] USD: The Project Company must use its best efforts to find this additional investment and notify ONEE (who must be able to consider whether the terms and conditions are acceptable). Under [*] USD: the Project Company must find additional financing.

23 Purchase & Sale of Energy (Article 7) The Project Company must only sell Energy to ONEE - it cannot promise/sell/supply directly or indirectly any portion of the energy produced on the Wind Farm to any other person (legal or otherwise). All Environmental Attributes (green certificates) belong exclusively to ONEE. Representations and Warranties Project Company ONEE Representations & Warranties (Articles 8 and 11) Regarding Environmental Attributes If the Project Company fulfils its Control of Environmental Attributes Obligations during the operation of the Wind Farm, ONEE must transfer 15% of all net revenues generated by the sale to third parties of Environmental Attributes (having deducted all costs and expenses reasonable incurred by ONEE), no later than the ninetieth day after receiving such revenues. However, ONEE is under no obligation to sell any Environmental Attributes. Representations and Warranties Project Company ONEE

24 Defaults -(Article 15) Defaults by the Project Company During any 1 months period, the Annual Availability falls below 80%. Long Stop Date (see above). Assignment of the Project Company's rights or obligations under the Agreement or the transfer of shares in the Project Company and/or Holding Company contrary to the Agreement. Abandonment of the Site for 30 days after receipt of notice to resume the construction or operation and maintenance of the Wind Farm from ONEE. A Representation or Warranty was inaccurate on Signature Date and causes a significant damage to ONEE's interests under the Agreement. Significant breach of any obligation under the contract which: cannot be remedied; could be remedied within 45 days, yet was not remedied within 45 days; or could be remedied within longer than 45 days, yet the Project Company did not notify ONEE/remedy it within 90 days with ONEE's approval. Fraud/money laundering. Termination of the "Project Implementation Agreement". Termination of one of the Supply Contracts.

25 Defaults -(Article 15) Defaults by ONEE Non payment. A Representation or Warranty was inaccurate on Signature Date and causes a significant damage to ONEE's interests under the Agreement. Significant breach of any obligation under the contract which: cannot be remedied; could be remedied within 45 days, yet was not remedied within 45 days; or could be remedied within longer than 45 days, yet ONEE did not notify the Project Company/remedy it within 90 days with ONEE's approval. The Government Support Letter becomes void, voidable, invalid, illegal, or otherwise stops producing the same legal effects. Any of the following occur, and prevent the Project Company from fulfilling their obligations under the Contract: Occupation right is not maintained by ONEE. Transfer of ownership of the Wind Farm is not duly registered. The Date of Commercial Operation of a Phase or the Date of Commercial Operation of the Wind Farm is delayed due to a breach of ONEE's representations and warranties. A legal judgment or a judgment rendered by a Competent Moroccan Authority puts the Project Company's Occupation right and/or Ownership of the Wind Farm into question.

26 Defaults -(Article 15) Termination for Economic Reasons ONEE may terminate the PPA for economic reasons. The consequences will be the same as on termination for default by the ONEE (see below).

27 Force Majeure -(Article 18) Force Majeure: this clause exonerates the party from its responsibility under the Agreement and entitle the party to suspend the execution of part or all of their obligations under the Agreement (as long as it is incapable of performing its obligations and follows due procedure). Political: war act, radioactive contamination, strike, Legislative Change rendering either party's obligations under the Agreement illegal, archaeological discoveries on the Site, Dirham's non-convertibility to US Dollars or Euros, expropriation. Natural: consequence of a natural element (including lighting, fires, earthquakes, volcano eruptions), major interruptions of transports, epidemics, or a Wind Day beyond the Foreseen Wind Days of the Month. NB: Excluded: non payment or incapacity to make a payment (unless direct consequence of all banks in Morocco closing), late delivery of equipment and machinery, certain limited strikes, reasonably foreseeable weather issues. Procedure: Notification must be given without any delays. Best efforts must be taken to mitigate the consequences of the Force Majeure event on the Agreement. Unless otherwise stipulated, each Party is liable for their own costs. The deadline for the performance of any obligation under the Agreement must be extended. Payments during the Force Majeure or certain interruptions: ONEE must pay the Project Company the Energy Costs for all Net Energy. If, once a Phase or the entire Wind Farm is operating, a Force Majeure event occurs and reduces/stops the production of energy, ONEE must pay Energy Costs to the Project Company up to an amount equal to the Non- Delivered Energy for the relevant timeperiod.

28 Termination-(Article 16) Termination NB: Standard notice procedure rules apply. Project Company Default: All Termination Costs covered by Project Company. Before Commercial Operation: Transfer of the aerogenerateors selected by ONEE and any works and equipment that are part of the Wind Farm to ONEE. Purchase by ONEE of all Auxiliary Assets. The Project Company must dismantle the wind turbines that were not transferred. After Commercial Operation: Transfer of the Wind Farm to ONEE. Purchase by ONEE of any Auxiliary Assets. ONEE retain its right to demand damages for the loss incurred as a result of the Default.

29 Termination-(Article 16) Termination NB: Standard notice procedure rules apply. ONEE Default: All Termination Costs covered by ONEE. Before Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. After Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. The Relevant Termination Amount paid by ONEE must be considered to fulfil all of the Project Company's rights to damages following ONEE's default.

30 Termination-(Article 16) Termination NB: Standard notice procedure rules apply. Political Force Majeure: Wind Farm transferred to ONEE and ONEE purchases all Auxiliary Assets. All Termination Costs covered by ONEE. Before Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. After Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. The Relevant Termination Amount paid by ONEE must be considered to fulfil all of the Project Company's rights to damages following the Natural Force Majeure event.

31 Termination-(Article 16) Termination NB: Standard notice procedure rules apply. Natural Force Majeure: Wind Farm transferred to ONEE and ONEE purchases all Auxiliary Assets. Termination following Force Majeure event affecting ONEE: All Termination Costs covered by ONEE. Before Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. After Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company.

32 Termination-(Article 16) Termination NB: Standard notice procedure rules apply. Termination following Force Majeure event affecting the Wind Farm: All Termination Costs covered by Project Company. Before Commercial Operation: If Project Company terminates: No Termination Amount due. If ONEE terminates: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. NB that ONEE is under no obligation to accept After Commercial Operation: Relevant Termination Amount due from ONEE to Project Company. Construction Guarantee returned to the Project Company. The Relevant Termination Amount paid by ONEE must be considered to fulfil all of the Project Company's rights to damages following the Natural Force Majeure event. NB: "Relevant Termination Amount" here is a reference to the relevant termination amount, as determined by Annex 1 of the Agreement. Each scenario has a given 'termination amount'.

33 Liabilities & Indemnities-(Article 17) Liability and Indemnities No liability for loss of usage of the Site, loss of profits, loss of a contract, or any indirect or consequential loss. Standard carve-out for fraud/gross negligence. Applicable Law -(Article 6) Contract is subject to Moroccan Law. All disputes arising from the Agreement must be subject to arbitration. Parties must attempt to reach an amicable agreement. Arbitration must take place in Geneva, in French, and must be subject to Moroccan law.

34 THANK YOU FOR YOUR ATTENTION MERCI DE VOTRE ATTENTION شكرا إلهتمامكم 11