EXCLUSIVE TALKS FOR THE. ACQUISITION OF QUADRAN 21 June 2017

Transcription

1 EXCLUSIVE TALKS FOR THE ACQUISITION OF QUADRAN 21 June

2 DISCLAIMER This document presents the contemplated acquisition by Direct Energie of 100% of Quadran's share capital. Certain statements contained in this document are forward-looking statements (including objectives and trends), which address our vision of the financial condition, results of operations, strategy, expected future business and financial performance of Direct Energie. These data do not represent forecasts within the meaning of European Regulation No. 809/2004. When used in this document, words such as anticipate, believe, estimate, expect, may, intend, "predict," "hope," "can," "will," "should," "is designed to," "with the intent," "potential, plan and other words of similar import are intended to identify forward-looking statements. Such statements include, without limitation, projections for improvements in process and operations, revenues and operating margin growth, cash flow, performance, new products and services, current and future markets for products and services and other trend projections as well as new business opportunities. Although Direct Energie believes that the expectation reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of wh ich are outside our control. Please refer to the most recent Reference Document (Document de référence) filed by Direct Energie with the French Autorité des marchés financiers for additional information in relation to such factors, risks and uncertainties. Accordingly, we caution you against relying on forward-looking statements. The forward-looking statements abovementioned are made as of the date of this document and neither Direct Energie nor any of its subsidiaries undertake any obligation to update or review such forward -looking statements whether as a result of new information, future events or otherwise. Consequently neither Direct Energie nor any of its subsidiaries are liable for any consequences that could result from the use of any of the above statements. The historical figures regarding the Quadran Group included in this document were provided to Direct Energie by the Quadran Group as part of the process to acquire the Quadran Group. The estimated figures and targets regarding the Quadran Group are based on the information provided to Direct Energie by the Quadran Group, as adjusted on the basis of certain assumptions and estimates considered reliable by Direct Energie. Figures relating to the Quadran Group provided in this document have not been audited or subject to a limited review by Direct Energie s auditors. The information contained in this document (the Information ) does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Direct Energie. Neither this document, nor any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This Information is solely for your information on a confidential basis and may not be reproduced, redistributed or sent, in whole orin part, to any other person, including by or by any other means of electronic communication. In particular, neither this Information nor any copy of it may be taken, transmitted ordistributed, directly or indirectly, in the United States, Canada, Australia or Japan. The distribution of this Information in other jurisdictions may be restricted by law and accordingly, recipients of this Information represent that they are able to receive the Information without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. There will be no sale of the securities described herein in any state or jurisdiction in which such offer, sale or solicitation would be unlawful. Direct Energie securities have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), and may not be offere d or sold in the United States (or to, or for the account or benefit of, U.S. Persons) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the Information or opinions and Direct Energie does not accept any responsibility or any liability (in negligence or otherwise) whatsoever for/or make any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the Information (or whether any information has been omitted from the Information) or any other information relating to Direct Energie, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss or damages of any kind which may arise from any use of (or reliance upon) this document or its contents, by you or others, or otherwise in connection with the Information. This document is only directed at Professional Clients or eligible counterparties as defined or referred to in the Markets in Financial Instruments Directive 2014/65/EU (MiFID) and is not intended for distribution to or use by Retail Clients (as defined in MiFID). 2

3 Direct Energie entered in exclusive talks to acquire Quadran and to strengthen its position as the leading independent French energy player Transaction in line with the group s vertical integration strategy, generating stable regulated earnings and strong growth prospects After carve-out of international and non-core activities, Direct Energie would acquire Quadran s French activities in wind, solar, biogas and hydro power generation, representing a 363 MW portfolio as of 2016 and over 800 MWby end 2018 (gross capacities) All cash transaction at closing for an equity value of c. 303m, potential earn out of c. 113m over Unanimous support from the Board of Directors of Direct Energie Acquisition financing fully underwritten and 100m planned capital increase Quadran s work council will be consulted regarding the contemplated transaction, which would also be subject tocustomary regulatory clearances 3

4 A favorable French renewable market Significant growth potential for French renewables Renewables currently account for 19.5% of domestic consumption, of which c.2/3 are covered by hydro generation with limited growth potential The 2015 Energy Transition Law set in particular a target to increase the proportion of renewable energy in gross final energy consumption to 23% by 2020 and to 32% by 2030 RTE scenarios for French renewables (in GW) One of the best European regulatory frameworks France wind and solar assets benefit from a feed-in-tariff framework since the early 2000s France never imposed any retroactive measure on granted tariffs Tariffs are guaranteed for a 15/20 year period and adjusted periodically (inflation indexation in particular) Since 2011 for solar and 2017 for wind, tariffs are set for larger installations by tender offer processes and valid for 20 years Upcoming CfD scheme implementation will maintain earnings visibility of previous regulation 1-2 GW annual additions GW annual additions 19 Wind onshore

5 Quadran: a major French renewable energy player 1 A high quality French renewables platform 2 Strong growth prospects from development portfolio 3 An expert player covering the whole value chain 4 A highly experienced management team 5

6 1 Quadran: a high quality French renewable platform Transaction perimeter Overview of assets Gross capacity (1) E 234 MW 363 MW Core businesses Other Wind on-shore France Wind onshore Biogas Plants / activities located in metropolitan France, French DOM- TOM Study / Development activities 113 MW 12 MW 190 MW 14 MW Hydro Transaction perimeter Biogas Wind onshore International Wind offshore Plants / activities located abroad (Morocco, Poland, Tunisia, Seychelles, Philippines, Ile Maurice) Energies Libres Hydro Total 4 MW c. 363 MW 4MW c. 570 MW One of the leading independent French renewable players with c. 570 MW of 2017E targeted gross installed capacity Note (1): figures as indicated by Quadran management, not constituting a guidance 6

7 2 Strong growth prospects from development portfolio Upcoming new capacities (all fully consolidated) and beyond Biogas 3% Hydro 1% 17% Hydro 3% Other 4% 34% c. 200 MW c. 250 MW 30% > 2,000 MW Wind 62% Of which 80 MW already commissioned Wind 80% Wind 66% EBITDA > 40m > 60m > 100m CAPEX c. 530m Installed capacity to more than double from 2016 to 2018 with 2018E gross capacity to reach over 800 MW and EBITDA over 100m by

8 3 An expert player covering the whole value chain Ongoing development Advanced Development Financing Construction Generation Project identification Site studies Relationship development with landowners and local administrations Specific team dedicated to project finance and co-equity investors Technical assistance Coordination and oversight of construction companies Daily operation Maintenance of farms and plants Employees c. 100 c. 40 (incl. management) c. 10 c. 60 Beyond renewable generation capacity, Quadran would bring its expertise in project development, financing, construction and O&M 8

9 4 A highly experienced management team Chairman and CEO Regional directors Jean-Marc BOUCHET Chairman, future Quadran non-executive VP 20 years sector experience Founder of JMB Energie (historical mother company of Quadran) Jérôme SUDRES South Regional Director More than 20 years of sector experience Within the group since 1995 Jérôme BILLEREY CEO More than 25 years of sector experience Within the group since 1990 Technical support Bruno SAUBREMENT Operations Director 15 years sector experience Within the group since 2014 Laurent ALBUISSON Centre, West and Overseas Regional Director 20 years sector experience Joined Vergnet in 1997 Previously energy engineer at ADEME Guirec DUFOUR Construction Director 10 years sector experience Within the group in 2008 Charles LHERMITTE North-East and Poland Regional Director More than 15 years of sector experience Joined Quadran in 2010 Took part of the development of the very 1 st multimegawatt wind turbine in the East Denis LEFEBVRE Prospecting and Network Director More than 30 years of sector experience Within the group since

10 A major step in accelerating Direct Energie s balanced growth strategy Direct Energie Progressive vertical integration Generation Customers Innovation & Ventures Renewables Thermal (CCGTs) Energy Supply Energy Services Wind Bayet (France) / 400 MW Marcinelle (Belgium) / 400 MW Residential Non residential (incl. local authorities) Energy efficiency, smart metering, remote control Biomass Landivisiau (France) / 400 MW Hydro At project stage construction expected H Regulated Merchant /Retail hedging Upstream (Generation) Supply Energy services Direct Energie aiming to cover the full value chain from production to home energy services Market trend for integration between decentralized renewable assets and customers energy needs will require both customer services and renewable technologies expertise 10

11 Secured financing and solid proforma balance sheet Transaction structure Key financing terms & timing 303m cash payment at closing Up to 113m cash & equity earn-out over % 303m acquisition price to be paid in cash at closing 113m earn-out mechanism, out of which up to 75m to be paid in newly issued Direct Energie shares Acquisition financing fully underwritten Planned launch of a 100m capital increase International assets Wind offshore Energies Libres Carve Out French Wind onshore Biogas Hydro Following employee representatives consultation, signing expected this summer and closing before year end, subject to customary regulatory approvals 11