Saeta YieldExecution & Growth
Spring 2016
Saeta is a total return investment opportunity, combining…
2
Attractive Dividend Yield based on stable CAFD
DPS Growthbased on having
a unique strategic platform
Robust portfolio of operating assets with stable cash
flows
Financial strength and liquidity to
tackle RoFO & third party opportunities
1st 2nd
&
A renewable energy utility with a robust portfolio of assets
(1) Capacity refers to Gross Capacity.
(2) Estimated cash available for distribution after investing and funding activities excluding net release of cash retained. Forecasts of financial information are based on current assumptions, are inherently uncertain and are subject to significant business and economic risks and uncertainties. The forecasts shown here are forward-looking statements and actual results may differ materially.
• Regulated revenues
• LT O&M contracts in place
• No CAPEX needs
• No corporate tax until 2023
68
208
69%
23%
90% pay-out ratio: €61.4m dividend in 2016 (2)
As % of revenue
789 MW in Spain(1)
539 MW
16 wind farms
250 MW
5 CSP plants
Long-life assets: c.19 years remaining life
Fully operational with good performance
Regulated remuneration
Euro denominated
Stable cash flows
€m
€m
Stable & predictable cash flows(2)
WindSolar
Thermal
EBITDA Recurrent CAFD
3
Saeta is a platform to benefit from accretive growth opportunities
(1) ACS currently owns a 51% stake in the two wind farms in Peru totalling 129MW, a 75% in the Portuguese wind farm totalling 124MW and a 100% stake in the solar thermal plant in Spain, in the wind farm in Mexico, in the wind farm in Uruguay and in the transmission lines asset in Peru
(2) Lestenergia is in the process of carrying out a repowering to increase its capacity by 20MW
Right of First Offer Agreement:
First drowpdownalready achieved
Current portfolio to be offered before Dec17
New assets developed by ACS or Bow Power
(DevCo) with no geographic limitation
Clear
Investment
Criteria
Accretive acquisitions: increasing DPS growth and attractive equity IRR
Assets providing safe and secure cash flows: in operation, long term revenue schemes, investment grade off-takers, safe jurisdictions and strong currencies
Saeta is benefiting from ACS/GIP
partnership and the RoFO
Agreement
Next RoFO Assets (454 MW)(1)
102MW
129MW
49MW
50MW
400km
124MW(2)
USD EUR
Call option
1.6x
Next RoFO
assets:
454 MW
789 MW
1,243 MW
CurrentPortfolio
If all Next RoFOassets are acquired(1)
3rd Party Acquisitions
4
Additional growth in Europe & LatAm, with high market potential
Saeta, ACS & GIP will form a value generating partnership
Virtuous circle …
Long Term Win-Win Relationship
… and ample room for value creation
Development Cost of capital
Yieldco Cost of capital
Asset transactions
Sponsor Value Creation
Saeta Yield Value Creation
Accretive growth visibility for Saeta Yield
ACS reinforces its strategy on the concessional business while focusing on its traditional EPC business
Global agreement: Bow Power to develop new projects
Quicker rotation of new Bow Power assets
Value creation thanks to proper risk allocation
… with benefits for all parties…
EXPLOITATION
O&
M
EP
C
DEVELOPMENT
5
Strong corporate governance
First dropdown of RoFO assets executed
6
Acquisition of Extresol 2 and Extresol 3 completed on March 22
Capacity 99.8 MW
Production’15 272 GW/h
Revenues’15 € 78 m
EBITDA’15 € 53 m
E1
E2
E3
Attractive price and returns: €118.7m;double digit equity IRR & 10.5% cash yield
DPS accretive transaction: up to €0.753 (€61.4m); +7.7% from previous dividend commitment
Very well known assets: operations under control as SAY was the asset manager (together with E1)
Portfolio risk reduction: lower market exposure, diversification of CAFD sources
Funded with company resources:Cash at HoldCo & Serrezuela financing
6
Tax optimization: this acquisition will allow the Group to delay the payment of taxes for two years
More robust revenue and CAFD
7
Revenuebreakdown
CAFD bytechnology
Original portfolio New portfolio
• Market exposure will be reduced
• Technology breakdown will remain in the same levels: CAFD from E2 & E3 comes in exchange of CAFD from Serrezuela(1)
CAFD byplant
• Plant dependency is reduced: two more SPVs and less dependency on Serrezuela
38%19%
10 SPVs 12 SPVs
(1) Estimate based on Serrezuela being fully financed
30%
7%63%
Market Revenues Ro Ri
27%
8%65%
Market Revenues Ro Ri
62%
38%
CSP Wind
64%
36%
CSP Wind
Recurrent CAFD growth and dividend increase
8(1) 2016 recurrent expected CAFD according to IPO prospectus
(2) Dividend increase is effective since the date of the acquisition of the assets, the 22nd of March, 2016. Therefore, the payment will be prorated in 2016.
€61.4m
€57m
DPS growth+7.7%
IPO announced
dividend
New dividendafter E2&E3 acquisition(2)
Recurrent CAFD post financing increases by €4.7m
€63.5m(1)
Recurrent CAFD
€68.2m
Acquisition increases dividend yield by 70 bps
FY 2016 cash flows will be impacted by low power prices
9
(1) Does not include the revenues of Extresol 2 and Extresol 3 from January 1 to March 21, 2016, amounting to c. € 14 m. This figure also takes into consideration the market revenues reduction after the drop in electricity wholesale market prices we are bearing. We are using a mkt. price forecast for 2016 in between 36 and 40 €/MWh
(2) The price variability impacts on the 7% generation tax in the OPEX.(3) Includes the expected change in WK, taxes and CAPEX. (4) Does not include the interest expenses and the debt repayment of the non disposed amount of the Serrezuela Solar financing (c. €7m)(5) Given the -€4 and -€8 per MWh regulatory price bands that work as a hedge to power prices, part of the lower revenue is recovered through a future receivable which will be
recognized by the end of 2016.
2016 expected cash flow bridge (€m)
9
262-269
Expected revenues(1)
Expected Opex(2)
Other expected cash flows
from operating assets(3)
Expected EBITDA
(80) – (81)
182-1888
Expected Debt
Service(4)
(148)
Expected Cash Flow
from Operating
Assets
42 - 48
26
Cash at E2&E3 when
acquired
Regulatory right due to
the price bands
mechanism(5)
779-3
Total Cash Flow &
Regulatory Rights
Market prices are impacting revenues negatively in c. €14m to €21m
In 2017, cash flows will bounce back to recurrent levels
10
(1) Based on an expected range of market prices and the corresponding market revenues for 2016 and other impacts (see previous slide).(2) Remuneration on Operations (Ro) compensates the higher expenses of CSP plants compared to market prices. Given that the unitary standard OPEX of
the plant will remain the same in real values (1% inflation), the regulation will compensate the drop in the electricity price.(3) Given that the wind assets will not achieve the same cash-flows from the market, due to lower power prices, the regulation has to increase the
Retribution on Investment (Ri) so these asset achieve the regulated reasonable return on investment (7.4% pre-tax).
Expected Cash Flow from
Operating Assets 2016(1)
Full Q1 contribution from E2 and E3: These plants did not consolidate their results from January 1 to March 21, 2016; while next year they will do
42-48
Recurrent CAFD
c. 68
Dec 2016 regulatory update for the semi-period 2017-2019:
Regulated parameters (Ro and Ri) will be recalculated given the new market level
– CSP: Ro will increase to compensate lower prices(2)
– Wind: Ri will approx. increase in a per MW figure such that lower prices will be compensated(3)
10
Future expected cash flows from operating assets (€m)
1Q dividend to be paid on June 1, 2016(pro-rated on 10 out of 91 days(3); ex-date: May 27) €14.37m €0.176
Next dividend:
Increased quarterly dividend distribution
11
(1) Number of shares outstanding: 81,576,928. (2) As approved by the Board of Directors after the acquisition of Extresol 2 and Extresol 3 (3) On a pro rata basis according to the days consolidated, since March 22, 2016. Pro-rated 2016 annual payment of 0.74€/sh(4) Considering an scenario of no growth, no updates on the Recurrent CAFD and no changes in the dividend policy
Total Dividend
Dividend per share(1)
Annual dividend 2016(2) €61.4m €0.753
Divided by 4 quarters
(1Q is prorated)
Not impacted by the wholesale market price volatility
Paid from the share premium, with no withholding tax applied
Quarterly payments distributed c. 60 days after the end of the period
Future regular quarterly dividend payments(4)
€15.35m €0.188
11
525 518
382
9 14
439
101
934
240
1,212
Gross Debt31 Dec 2015
Debt Repayment Interests accrued E2 & E3 Grossdebt
Serrezuela newdebt
Gross Debt31 Mar 2016
Cash &Cash Equiv
(including DSRA)
Net Debt31 Mar 2016
Debt position March 31, 2016
(1) Calculated with Saeta Yield 2015 EBITDA plus the Extresol 2 and Extresol 3 2015 EBITDA, totaling € 209 m.(2) Cash in DSRA: €65m
(2)
Net Debt to EBITDA 2015(1)
5.8x
907
All debt is non recourse at the plant level
1,452
Leverage: 5.8x ND/EBITDA 2015(1)
Cost of debt: 4.4%
Gross and Net Debt (€m)
12
Available liquidity to perform acquisitions
(1) Not considering the Cash in DSRA: €65m(2) Remaining undisposed funds (after an initial disposition and the funding of the DSRA) (3) Pro rated dividends to be paid, corresponding to 2016
Mar 2016 Liquidity (€m)
Significant liquidity to fund additional accretive acquisitions
Growth opportunities for years 2016 and 2017
No capital increases required in the mid term to grow
€ 175 mCash at SPVs & Holdco(1)
€ 73 mSerrezuela financing(2)
€ 80 mRevolving
credit facility
13
€ 328 m
Saeta already delivering attractive DPS growth
Strong and flexible financial position to make accretive acquisitions of additional operating assets, that will crystalize in additional DPS growth
2015 1Q 2016 Rest of 2016 2017 2018
Initial Portfolio RoFO Dropdowns 3rd party acquisitions
€0.699 per share(1)
€ 57 m
Attractive DPS growth
14(1) Number of shares outstanding: 81,576,928. In 2015 the dividend has been paid on a pro-rata basis. In 2016, the increased dividend will be paid also on a pro-rata basis since the
acquisition of the assets, the 22nd of March, 2016.
€0.752 per share(1)
€ 61.4m
+7.7% Dividend policy
• Regular quarterly dividend
• Payout of 90% of recurrent CAFD
• Tax efficient dividend, share premium reserve (€696m)
SAY stock price is gaining momentum but it is still trading with a significant discount to consensus
15
Total return: significant upside, attractive dividend yield and future DPS growth
Significant upside according to analysts
Analysts: B. Santander, Bankinter, Fidentiis, Citi, BoAML, BPI, Soc. Générale, Kepler Cheuvreux and BBVA
Dropdown creating momentum
SAY stock price (€ per share) Share price evolution since Feb 25, 2016 (%)
19%13%10%10%
8%
7%3%2%
SaetaGASNATEndesaEDPRedElectrica
EDPRIberdrolaAcciona
13.5% 2.3%
IBEX 35 +5.4%c.22% aditionalupside
27%
19%19%15%
12%10%
3%
PatternSaetaNRG YieldGLBLNexteraTERPAtlantica
13.5% 2.3%
+19%+21% Div.Adj
15
Closing remarks
Saeta Yield is successfully executing its business plan
Strategic milestones achieved
Strong financial position to keep growing
Attractive Dividend Yield based on stable CAFD
+7.7% DPS Growth
based on having a unique platform
16
First RoFO dropdown agreed, dividend growth delivered
17
Appendix
3M16 Results
2824
3M15 3M16
17 16
3M15 3M16
Ach. Mkt. Price: 29.8 €/MWh
1915
3M15 3M16
3M16 Revenues negatively impacted by very low market prices
26 25
3M15 3M16
Revenues (€m) EBITDA (€m)
-3%
Availability: 97.8%(vs. 98.3% in 3M15)
Output: 375 GWh(vs. 338 GWh in 3M15)
PRC(1): 110.4%
Output: 51 GWh
(vs. 67 GWh in 3M15) -9%
Revenues (€m) EBITDA (€m)
-13%-21%
Solar thermal
Wind
18
(1) PRC: The performance ratio measures the real production of the plants vs. a theoretical production model based on existing weather conditions(2) Extraordinary O&M expense waiver granted in January 2015 (before the IPO).
Ach. Mkt. Price: 28.1 €/MWh
(vs. 44.8 €/MWh in 3M15)
(vs. 39.1 €/MWh in 3M15)
(vs. 112.4% in 2014)€ 3.4 m (2)
Regulatory right of c. €1m in 3M 2016 due to the price bands protection mechanism in the Spanish regulation (not included in the financials)
18
3M16 EBITDA affected by lower revenues, costs are under control
19
(1) HoldCo expenses net of the revenues received due to management fees charged to Saeta Yield’s plants. HoldCo Net Expenses have increased in €0.7m when comparing with the previous year
(7)
(3)(8)
(0)
2415
25
16
Electricity
Production Tax
Operation &
MaintenanceRevenue
Other Plant
ExpensesEBITDA
13% 7% 62%
Wind
CSP
As % of revenue
Plants performing cost control initiatives
2016 first year of full Holding costs(1)
3M16 revenue to EBITDA bridge analysis (€m)
HoldCo Net
Expenses(1)
0%15%
49
31
19
EBITDA Change inWC
CAPEX Debt Service Taxes OperatingAssets Cash
Flows
PartialSerrezuelaFinancing
E2 & E3Equity
Acquisition
E2 & E3 Cash YTDDividends
Cash increasein the period
Saeta Yield generated €38m cash flow from operating assets
20
3M16 EBITDA to cash flows bridge analysis (€m)
Operating assets cash flow positively impacted by a 2013 CNMC collection (Change in WC) that partly compensates the price impact on EBITDA
31
16 (0) (11)
2 38
26
101 (119)
(14)
32
€25m
3M15:
20
Includes a 2013 CNMC regulatory
right collection
3M16 Consolidated Income Statement
Income statement (€m) 3M15 3M16 Var.%
Total revenues 53,9 49,4 -8,4%
Staff costs -0,2 -0,3 +47,2%
Other operating expenses -16,7 -18,3 +10,0%
EBITDA 37,1 30,8 -17,0%
Depreciation and amortization -19,2 -19,9 +3,6%
Provisions & Impairments 0,0 0,0 n.a.
EBIT 17,8 10,8 -39,2%
Financial income 0,2 0,0 -77,9%
Financial expense -38,8 -12,7 -67,3%
Profit before tax -20,8 -1,8 -91,2%
Income tax 6,8 0,5 -92,1%
Profit attributable to the parent -14,0 -1,3 -90,8%
2121
Consolidated Balance Sheet: Assets
Consolidated balance sheet (€m) 31/12/2015 31/03/2016 Var.%
Non-current assets 1.407,5 1.966,9 +39,7%
Intangible assets 0,2 0,2 +3,6%
Tangible assets 1.337,8 1.853,3 +38,5%
Non-current financial assets with Group companies 1,3 1,3 +0,0%
Equity method investments 0,0 14,8 n.a.
Non-current financial assets 7,1 2,4 -66,7%
Deferred tax assets 61,2 95,1 +55,4%
Current assets 244,3 302,0 +23,6%
Inventories 0,5 0,4 -12,0%
Trade and other receivables 58,0 61,1 +5,3%
Other current financial assets with Group companies 2,2 0,1 -95,3%
Other current financial assets 45,2 70,3 +55,5%
Cash and cash equivalents 138,4 170,1 +22,9%
TOTAL ASSETS 1.651,8 2.268,9 +37,4%
22
Consolidated Balance Sheet: Equity and Liabilities
Equity 570,5 544,5 -4,6%
Share capital 81,6 81,6 +0,0%
Share premium 696,4 682,1 -2,0%
Reserves -127,9 -112,0 -12,4%
Profit for the period of the Parent 16,1 -1,3 n.a.
Adjustments for changes in value – Hedging -95,6 -105,9 +10,8%
Non-current liabilities 965,2 1.536,1 +59,1%
Non-current Project finance 848,2 1.345,9 +58,7%
Other financial liabilities in Group companies 0,0 0,0 +0,0%
Derivative financial instruments 80,6 151,2 +87,6%
Deferred tax liabilities 36,4 39,0 +7,1%
Current liabilities 116,0 188,3 +62,3%
Current Project finance 58,3 106,5 +82,6%
Derivative financial instruments 22,5 36,1 +60,3%
Other financial liabilities with Group companies 0,1 0,0 n.a.
Trade and other payables 35,1 45,8 +30,4%
TOTAL EQUITY AND LIABILITIES 1.651,8 2.268,9 +37,4%
Consolidated balance sheet (€m) 31/12/2015 31/03/2016 Var.%
23
3M16 Consolidated Cash Flow Statement
Consolidated cash flow statement (€m) 3M163M16
Extraord.
(1)
3M16
Ordinary
Activities
3M153M15
Extraord.
(2)
3M15
Ordinary
Activities
A) CASH FLOW FROM OPERATING ACTIVITIES 47,0 0,0 47,0 17,5 -14,5 32,0
1. EBITDA 30,8 0,0 30,8 37,1 0,0 37,1
2. Changes in operating working capital 15,8 0,0 15,8 -11,9 -14,5 2,6
a) Inventories 0,1 0,0 0,1 0,1 0,0 0,1
b) Trade and other receivables 19,3 0,0 19,3 7,8 0,0 7,8
c) Trade and other payables -3,1 0,0 -3,1 -19,8 -14,5 -5,3
d) Other current assets and current liabilities -0,4 0,0 -0,4 0,0 0,0 0,0
3. Other cash flows from operating activities 0,4 0,0 0,4 -7,6 0,0 -7,6
a) Net Interest collected / (paid) -1,6 0,0 -1,6 -7,6 0,0 -7,6
b) Income tax collected / (paid) 2,0 0,0 2,0 0,0 0,0 0,0
B) CASH FLOW FROM INVESTING ACTIVITIES -92,7 -92,5 -0,2 -0,6 0,0 -0,6
5. Acquisitions -92,7 -92,5 -0,2 -0,2 0,0 -0,2
6. Disposals 0,0 0,0 0,0 -0,5 0,0 -0,5
C) CASH FLOW FROM FINANCING ACTIVITIES 77,4 100,6 -23,1 61,3 68,2 -6,9
7. Equity instruments proceeds 0,0 0,0 0,0 200,1 200,1 0,0
8. Financial liabilities issuance proceeds 103,6 103,6 0,0 66,8 65,3 1,5
9. Financial liabilities amortization payments -11,9 -3,1 -8,9 -205,6 -197,2 -8,4
10. Dividend payments -14,3 0,0 -14,3 0,0 0,0 0,0
D) CASH INCREASE / (DECREASE) 31,7 8,0 23,6 78,2 53,7 24,5
Cash Available for Distribution (CAFD) 45,9 8,0 37,9 78,2 53,7 24,5
(1) Includes the acquisition of Extresol 2 & 3 and the Serrezuela financing funds disposed(2) Refers to the transactions concurrent with the IPO 24
Extresol 2 and Extresol 3 CAFD details (8 years)
25
Accumulated
2016-2019
Accumulated
2020-2023
Accumulated
2016-2023
Yearly Avg.
2016-2019
Yearly Avg.
2020-2023
Yearly Avg.
2016-2023
EBITDA 214 210 424 53,5 52,5 53,0
Interest Payment -95 -69 -164 -23,8 -17,3 -20,5
Debt Repayment (1) -86 -96 -182 -21,5 -24,0 -22,8
WC Variation 4 4 1,0 0,5
CAFD E2+E3 Pre-tax 37 45 82 9,3 11,3 10,3
ITO(2): E2&E3 collections 16 2 18 4,0 0,5 2,3
CAFD E2+E3 53 47 100 13,3 11,8 12,5
ITO(2): Rest of plants and Holdco collections -16 16 0 -4,0 4,0 0,0
Net CAFD contribution pre-financing 37 63 100 9,3 15,8 12,5
Financial expense allocation(4) -7,7 -7,7 -7,7
Extra Expense at the HoldCo -0,1 -0,1 -0,1
Net CAFD contribution post-financing 1,5 8,0 4,7
Cash at plants at Dec15 (3) 18,0
Net CAFD contribution post-financing in 2016 19,5
(1) Includes the changes in the DSRA
(3) Cash at plants at Dec15 was €18m while in the acquisition date (March 22, 2016) was €26m
(2) Intragroup tax optimization: Intragroup settlement in the Tax Group Consolidation process. In the first years E2+E3 receive cash from other
plants, in exchange of tax bases, while in 2022 and 2023 the consolidation of E2 and E3 allows the group to avoid the payment of taxes. From year
2024 onwards there will be -€18m due to tax consolidation (this is a zero sum game as taxes are delayed on a Group basis but not avoided)
(4) Financing cost of the amount invested in the equity, amounting to a total 6.5% (calculated as the average of the holding cash -with an asigned
opportunity cost of 0.2%- and the Serrezuela financing cash cost of c. 9.6% -incl. interests & debt principal repayment-)
26
Appendix
Other information
Cash flow visibility underpinned by a new regulatory scheme
(1) Remuneration to operation is not applicable to wind assets; (2) Source: Fitch (“Electric Shock II: Iberian Tariff Deficit Analysis”, 25 September 2014). Imbalances of up to 2% of estimated revenue or imbalance of up to 5% of the accumulated debt due to adjustments in prior periods, will be temporarily financed by operators receiving their remuneration from the electricity system, pro rata to the returns to which they are entitled as a result of the activity that they carry out. These imbalances will be compensated in following 5 years
...clear rules from new regulatory framework
• Output sold to the market
• Bands of prices limit market risk exposure
• Periodic recalculation to avoid volatility
Market Component
Regulated Component
Electricity saleat market price
Remuneration to Investment
Remuneration to Operation (1)
• Capacity payment on top of other components to guaranty a return on initial investment
• Fixed amount per MWhproduced to recover high operating costs (above expected market price)
Reasonable Return for assets efficiently managed
(5,5)(3,8)
(5,6)
(3,2)
0,4 0,6 0,5 0,6
2010 2011 2012 2013 2014 2015 2016 2017
Tariff deficit uncertainty has been coped with...
Historical tariff deficits between €3-6bn
No tariff deficit going forward(2)
€bn
Tariff Surplus
Zero deficit forecasted in 2015
Above €10bn measures approved by the regulator all through the value chain including renewables
27
Value of the portfolio hedged by the regulation
What happens in 2016 if power market close at
the expected current levels?
And if the price remains at €40 MWh for ever?
2016 adjustment: due to regulatory
price bands regulator will have to give SAY back c. €3-9m in the remaining life of the asset. SAY will have a net impact of c.€10m(1)
2017 onwards adjustment:regulated parameters (Ro and Ri) will be recalculated given the new market level
– CSP: Ro will increase in €12 per MWh(2)
– Wind: Ri will increase in a per MW figure equivalent to €12 per MWh(3)
– Wind & CSP: small extra Ri due to low prices in 2014 and 2016
Small increase in revenues on the long run
SAY will recover a similar level of revenues to the ones before the power market collapsed (€52 per MWh level)
Current low power prices have a very small impact on the value of the company: it is a c. €10m one-off hit
(1) Figures based on an expected range of mkt. prices and the corresponding market revenues for 2016. Assumes a loss of €14–21m and a long term recovery of €3–9m. Price adjustment is calculated taking into consideration the avge. mkt. price between oct15 and sep16 according to the regulation (see slide 6).
(2) Given the unitary standard OPEX of the plant will remain the same in real values (1% inflation), the regulation will compensate the drop in the electricity price from €52 per MWh to the €40 per MWh (considered in this illustrative example) through a €12 per MWh higher Retribution on Operations (Ro)
(3) Given that the wind assets will not achieve the same cash-flows through the market (as margins are c. €12 MWh lower), then the regulation has to give you a higher Retribution on Investment so these assets achieve the regulated reasonable return on investment (7.4% pre-tax IRR)
28
ACS & GIP provide visibility of future growth
Source: ACS & ENR Global Sourcebook 2014; 1) Projects developed since 2004 in which ACS has invested; (2) Portion of the total investment carried out attributed to ACS, calculated as total investment multiplied by ACS stake in the plant at the moment of the construction; (3) ACS has developed conventional energy projects for third parties in the EPC role
ACS: A world leading infrastructure developer
Environment IndustrialServices
Construction
12%
Rest of Europe
Americas
Spain
Oceania
AsiaAfrica
€8.1bn Mkt. Cap(7 Mar 2016)
€67.1bn Backlog(Dec 2015)
210,000+employees
Unique reputation: #1 Intl. constructor and #3 power developer
First class O&M operator for wind and solar thermal
Skill in structuring project financing: >€5bn raised since 2003
Demonstrated expertise in project development:
2015 EBITDA: €2.4bn2015 Sales: €34.9bn
500MW
10,200kmTransmission lines
Solar Thermal plants
>8,000MW(3)Conventional Energy
1,400MWWind farms
c. €3bn
c. €2.4bn
-
c. €1.5bn
Capacity (1) Investment (2)
€7.1bnTotal
Growth visibility: greater firepower
Full alignment: rotation to Saeta Yield
Long term partner for renewable assets
GIP: Alignment with our business model
Worldwide leading infrastructure fund
Core investor and partner with ACS throughout the whole value chain
Exhaustive due diligence
29
Shareholding structure
Bow Power
(including Initial
ROFO assets)
Exclusivity to develop future renewable assets
worldwide
Free Float
ROFO & Call Option Agreement
~24.6%
Up to24.4%
~51.0%~51% ~49%
ACS SI
100%
ROFO Agreement
30
Independent management team combined with a strong corporate governance
Independent and
experienced
management team
Majority of
independent Board
members
For related-parties
decisions, ACS and
GIP directors will
abstain from voting
Proper balance between an independent Saeta Yield and the sponsors maintaining a significant shareholding
Directly employed management team
Full incentive based on Saeta Yield performance
Extensive industry experience
Experienced and International Independent Board Members Honorato Lopez Isla (former CEO of U.Fenosa)
Jose Barreiro Hernandez (former Managing Director at BBVA)
Daniel B. More (former Managing Director at Morgan Stanley)
Paul Jeffery (former Head of European Power, Utilities and Infrastructure at Barclays Capital)
Transitional Services Agreement
Any other future related party decision
RoFO acquisition
O&M contract
Independent:
4
GIP
: 2
31
Disclaimer
This presentation has been prepared by Saeta Yield, S.A. (the “Company”) and comprises the slides for a presentation concerning equity story and the financial results of the
Company, which have not been audited and, consequently, the financials figures are subject to change.
This document does not constitute or form part of, and should not be construed as, an offer or invitation to acquire or subscribe, or a recommendation regarding, any securities of
the Company nor should it or any part of it form the basis of or be relied on in connection with any purchase of securities of the Company according to the Spanish Securities
Market Act (“Ley 24/1988, de 28 de julio, del Mercado de Valores”), the Royal Decree 5/2005 (“Real Decreto-Ley 5/2005, de 11 de marzo”) and/or the Royal Decree 1310/2005
(“Real Decreto 1310/2005, de 4 de noviembre”) and its implementing regulations.
In addition, this document does not constitute or form part of, and should not be construed as, an offer or invitation to acquire or subscribe, or a recommendation regarding, any
securities of the Company nor should it or any part of it form the basis of or be relied on in connection with any purchase of securities of the Company in any other jurisdiction.
Nothing in this document shall be deemed to be binding against, or to create any obligations or commitment on the Company.
The information contained in this presentation does not purport to be comprehensive. None the Company, or their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the
information in this presentation (or whether any information has been omitted from the presentation) or any other information relating to the Company, 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 howsoever arising from any use of this
presentation or its contents or otherwise arising in connection therewith.
The information in this presentation includes forward-looking statements, which are based on current expectations and projections about future events. These forward-looking
statements, as well as those included in any other information discussed at the presentation to which this document relates, are inherently uncertain and are subject to risks and
assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future
capital expenditures and acquisitions, that could cause actual results to differ materially from forecasted financial information. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one
undertakes to publicly update or revise any such forward-looking statement. Accordingly, there can be no assurance that the forecasted financial information is indicative of the
future performance or that actual results will not differ materially from those presented in the forecasted financial information.
Certain financial and statistical information contained in this document is subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of the
amounts listed are due to rounding.
The information and opinions contained in this presentation are provided as at the date of the presentation and are subject to change. In giving this presentation none the
Company or any of its respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to
provide the recipient with access to any additional information that may arise in connection with it.
By attending the presentation to which the information contained herein relates and/or by accepting this presentation you will be taken to have represented, warranted and
undertaken that you are you have read and agree to comply with the contents of this disclaimer.