CESP. Annual meeting Investor relations

Transcription

1 CESP Annual meeting Investor relations

2 CESP schedule Change of Control CESP Overview Financial outcome

3 CESP Change of Control

4 New Controllers Votorantim Energia operates 17 hydroelectric plants, 21 wind farms and participates in 9 consortia, with a total generating capacity of 2.2 GW. Votorantim Energia is the second largest energy marketer in Brazil with more than 300 customers in the portfolio and 2.1GWm marketed. It is one of the investees of Votorantim, a family-owned company, which completed 100 years in 2018 and acts as a long-term investor in companies in the cement, mining, energy, financial and other sectors. The Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds to pay the benefits to more than 20 million taxpayers and beneficiaries. In order to build a diversified portfolio of assets, CPPIB invests in stocks, private equity, real estate, infrastructure and fixed income instruments. Based in Toronto and with offices in Hong Kong, London, Luxembourg, Mumbai, New York, Sao Paulo and Sydney, CPPIB is administered and governed independently of the Canada Pension Plan and is autonomous of governments. 4

5 New Controllers 50% 50% VTRMEnergia 100% 100% 94% ON 40%Total% 1 Ventos do Piauí I Capacity 206MW Physical Warranty106MWm Sites 7 Location PI Ventos do Araripe III Capacity 358MW Physical Warranty179MWm Sites 14 Location PI/PE Capacity MW Physical Warranty 948 MWm 2 Plants 3 Location SP 1 Direct and indirect participation. 2 Pro forma for signing the new concession contract of Porto Primavera HPP. 5

6 Main Events 19/Oct VTRM Energia 1 wins privatization auction of CESP 11/Dec Settlement of the acquisition of the shares held by the State of São Paulo and its subsidiaries 12/Dec Election of New Directors 07/Jan VTRM Energia acquires the remaining shares of the Offer to CESP Employees 09/Jan 11/Jan Issuance of R$ 1.8 billion in debentures Protocol of OPA registration application 2 Election of new members of the Administration Council 28/Jan Launch of Voluntary Dismissal Plan Feb Estimated Date for the signing of a Porto Primavera New Concession Agreement 1Through the São Paulo Energia Consortium. 2Public offer for the acquisition of shares by alienation of control, intended to holders of common and preferred shares B at a price per share equivalent to 80% and 100%, respectively, of the amount paid under the transfer of control of CESP. 6

7 Shareholding Composition Before CESP s privatization auction After the acquisition of the State of São Paulo's shares After the acquisition of the remaining offered shares to the Employees ON Shares SP State 95% Market 5% VTRM 80% Market 20% VTRM 94% Market 6% SP State 14% VTRM 14% VTRM 14% PNA and PNBshares Market 86% Market 86% Market 86% Total SP State 41% Market 59% VTRM 36% Market 64% VTRM 40% Market 60% 7 Note: Direct and indirect interests of VTRM Energia and of the State of São Paulo and its subsidiaries.

8 New Directors Professional Background Academic Education Fabio Rogério Zanfelice CESP s CEO President - Votorantim Energia President - CPFL Energia Director of Energy Planning - CPFL Energia MBA COPPEAD/UFRJ Master s Degree - UNICAMP Electric Engineering UNESP Frederico Ferreira Sarmento CESP s (Acting) CFO and IR General Director - VTRM Energia Vice President - Brookfield Renewable Energies Goldman Sachs, Credit Suisse and Deloitte MBA - MIT Master in Engineering - PUC Civil Engineering - UFES 8

9 New Members of the Administration Council Professional Background Academic Education João Henrique Batista de Souza Schmidt CESP s Council Chairman Executive Director - Votorantim S.A Chairman of the Council of Votorantim Energia Nexa Resources and Citrosuco Advisor Business Administration- EAESP-FGV Raul Almeida Cadena Vice-Chairman of CESP's Council Financial Director - Votorantim Energia Boston Consulting Group, Usiminas and Oi MBA - Harvard Electronic Engineering - ITA Frederico Ferreira Sarmento CESP s Council Member General Director - VTRM Energia Vice-Chairman - Brookfield Renewable Energy Goldman Sachs, Credit Suisse and Deloitte MBA - MIT Engineering Master -PUC Civil Engineering - UFES Ricardo Szlejf CESP s Council Member Director - CPPIB Advisor - VTRM Energia, Grupo Costanera and Transelec Bank of America Merrill Lynch and Santander Bank MBA - INSEAD Business Administration - EAESP-FGV 9 Mauro Eduardo Guizeline CESP s Council Member Partner- Tozzini Freire Advogados Board of Directors-Abrasca Advisor-Alesat Fuels Law -FMU

10 New Management Focus Porto Primavera Energy Marketing Contingency Management Operating Excellence New Concession Agreement (30 years) Payment of a grant amounting to R$ 1.4 billion Best marketing practices Risk management Strategic and effective management to solve contingencies Modernization of processes and systems People management Voluntary Dismissal Plan 10

11 Voluntary Dismissal Plan 520 employees to operate 3 hydroelectric plants with a total capacity of 1,655 MW Context 0.3 employee/mw versus 0.1 to 0.2 in comparable companies Expenditure and direct costs with personnel around R$ 140 million per year Collective agreement confers employment guarantee for 24 months after change of control It covers all CESP's employees, without restrictions Structure Guaranteeing an equal treatment Mutual agreement based on new labor law Clause of retention of up to 6 months, at the company's discretion Incentives and Benefits Offered Dismissal Incentive in the amount of 17 gross pays (base and additional salaries) Minimum amount to be paid of R$ 75,000 Usual termination sums, including 50% of the notice of dismissal and a fine of 20% on the FGTS balance Concession of medical-hospital and dental care agreement for 21 months

12 CESP CESP s o v e r v i e w

13 Key figures Installed Capacity of 1,655 MW 10th largest private energy generator in Brazil Physical Warranty of 948MWm 1 Net Revenue of R$ 1.5 billion in % of installed capacity with a concession of up to 30 years 1 Net Worth of R$ 7.3billion 1- Pro forma for signing the new Porto Primavera concession contract. 13

14 Assets Paraibuna Power: 87 MW Assured Energy: 48 averagemw Concessionup to 2021 Municipality: Paraibuna Porto Primavera Power: MW Assured Energy: 887 averagemw 1 Concessionup to Municipality: Rosana Jaguari Power: 28 MW Assured Energy: 13 averagemw Concessionup to 2020 Municipality: São José dos Campos 1- Pro-forma for signing the new Porto Primavera concession agreement. 14

15 Operating Performance CESP Energy Generation and Physical Warranty GWh 1 MRE Energy Generation and Physical Warranty - GWh E. Gener. / PhysicalW. 99.6% % % 9,470 9, % 79.4 % 81.9 % ,572 59,647 98, ,518 63,965 9,434 9,474 6,846 39, , , M M18 Energy Generation Physical Warranty Energy Generation GSF Physical Warranty 1 Physical Warranty effectivein the period. 15

16 CESP Financial Outcome

17 Financial Performance Net Revenue (R$million) Operating Costs and Expenses (R$million) AdjustedEBITDA 1 and EBITDAMargin (R$million) EBITDA Margin 54.4% 26.3% 32.9% 35.8% 1,669 1,477 1, % 1,226 1,395 1,594 1,125-9% 1, % M17 9M M17 9M M17 9M18 1 Adjusted EBITDA to exclude provisions for legal risks. 17

18 Debt R$ MM 30/Sep/2018 Pro Forma 2 30/Sep/2018 Remarks Debenture - 1,800 DI % p.a.; due in 7 years Amortization in 4 annual installments as of 2022 BNDES % p.a. + UMBNDES; currency US$ Bimonthly amortization, due in Oct/2019 Other Gross Debt 312 2,112 Resources (474) (2,274) Payment of Grant - 1,399 Net Debt (162) 1,237 Net Debt / Adjusted EBITDA LTM n/a 2.6 x 18 1 It considers debts with Eletrobrás, Eletropaulo and Social Security Entity. 2 Pro forma for the issuance of debentures as communicated to the market on January 9, 2018 and payment of the grant of the new concession contract of Porto Primavera to be carried out within 20 days after the signing of the new contract.

19 Contingent Assets R$ Million 30/Sep/2018 Três Irmãos Ilha Solteira Jupiá Total Assets available for reversal 3,529 2, ,337 Total provisions (1,812) (2,037) (539) (4,388) Assets available for net reversal 1, ,949 19

20 Contingent Liabilities R$ Million Amount as of Sep/30/2018 Amount as of Dec/31/2017 Probable 2,244 2,951 Possible 2,076 3,387 Remote 7,206 6,192 Judicial Deposits 538 1,262 20

21 Capital Market Development of the Quotation of Shares R$ (PNB)+59% R$ (ON)+66% IEE: +42% IBOV:+21% Oct 8-Oct 15-Oct 22-Oct 29-Oct 5-Nov 12-Nov 19-Nov 26-Nov 3-Dec 10-Dec 17-Dec 24-Dec 31-Dec 7-Jan 14-Jan 21-Jan 28-Jan CESP6(PNB) CESP3(ON) IBOV IEE 21

22 CESP Annual meeting Investor relations