group presentation march 2017 - veronagest · 7 assets overview veronagest’swindfarms business is...

Group Presentation

March 2017

2

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

Introduction

4

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.

5

Veronagest: a leading independent player

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

Source: eLeMeNS LooKOut n.15

1.092

726

589

506

371335 328 320 294 282 277 272

237195

162 156

0

400

800

1.200

MW

6

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)

7

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


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


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


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

8

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

Current Portfolio - Wind

10

Wind Farms Operating

VRG Wind 030 (60.0 MW)

Location: Sicily

Ownership: 100% Veronagest

Status: Op. 12/2009

NEH: 1,983 (GH)


Location: Sicily


Status: Op. 10/2009

NEH: 1,796 (Garrad Hassan – GH)


Location: Sicily

Ownership: 56.3% Veronagest

Status: Op. 12/2008

NEH: 1,926 (GH)


Location: Sicily


Status: Op. 01/2009

NEH: 2,764 (GH)

b

f

g


Location: Sicily


Status: Op. 11/2010

NEH: 1,760 (GH)


Location: Calabria


Status: Op. 12/2010

NEH: 2,368 (GH)

d

c

VRG WIND 840 (20.0 MW)

Location: Calabria


Status: Op.06/2012

NEH: 2,782 (Fichtner)

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a

ab

cf g

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Pipeline

12

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 02 (9.9 MW)

Location: Sicilia


NEH (P50): 2,764

Wind 03 (36.0 MW)

Location: Basilicata


NEH (P50): 2,600

Status: AU in June 2014

Wind 04 (12.0 MW)

Location: Basilicata


NEH (P50): 2,600

Status: AU in April 2016

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

Wind 01 (42.0 MW)

Location: Calabria


NEH (P50): 2,500

Project Name Location MW NEH @ P50 VG Share (%)

Wind 01 Calabria 42 2.500 1 100%

Wind 02 Sicilia 9,9 2.764 (GH) 100%

Wind 03 Basilicata 36 2.600 (GH) 100%

Wind 04 Basilicata 12 2.6001 100%

Total 99,9

Corporate Information

14

Group Structure

Energreen SA

100%

Banco BPM

45%55%

VRG Wind 129 Spa

VRG Wind 030 Srl

VRG Wind 040 Srl

VRG Wind 060 Srl

VRG Wind 070 Spa

VRG Wind 819 Spa

100%

100%

100%

100%

100%

VRG Wind 840 Spa

Wind

Wind Service Srl

VRG Energy Srl

100%

100%

Construction & Engineering

Trading

>51%

56,20%

Development asset

SPVs

100%

C.F.P.C.

15

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

16

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

17

Group Organizational Structure - Overview

Board of Directors

Chairman

CEO

Regulatory Affairs and

Electric Market

Legal Affairs

Portfolio Management

Group Finance

Administration and

Accounting

Procurement

ORIGINATION PROJECT FINANCINGENGINEERING & CONSTRUCTION

+ OPERATION & MAINTENANCETRADING EE & GC

VRG Energy SrlWind Service SrlVeronagest SpA

General Assistants

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18

Veronagest S.p.A.

Piazza Manifattura, 1

38068 Rovereto (TN)

Italia

group presentation march 2017 - veronagest · 7 assets overview veronagest’swindfarms business is...

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