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Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka Founder & CEO [email protected]

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Page 1: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Africa GreenCo Introduction

EAPIC September 2016 Ana Hajduka

Founder & CEO [email protected]

Page 2: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Context

Lack of creditworthy counterparties

Rehabilitation of utilities is key but sustainable and material improvements can only occur in the medium to long term

What happens in the meantime?

The current project-by-project approach to electrification of the continent is unsustainable.

The main issues created by the current funding model are that:

– Support through existing instruments is not sufficient to address funding gap;

– Credit enhancement of projects on a one-off basis adds cost and delays;

– No single project is able to shift the attitude of commercial investors to bankability – a systemic/structural change is required;

– Putting the burden on governments to provide explicit and implicit guarantees or counter-guarantees shifts the creditworthiness issue to the sovereign level;

African countries cannot continue to add contingent liabilities against these commitments given their current fiscal position and the medium term macro-economic environment

Page 3: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Overview of Need

Generation Need: AfDB: 160 GW by 2025

Generation Goals: COP 21 – AREI: 300 GW by 2030 of clean energy additions

Current Reality: 1990 to 2013, only 24.85 GW in SSA (South Africa accounted for 9.2 GW)

Funding Need: USD 70 bn per year between now and 2030 into the power generation, transmission and distribution infrastructure

Current Funding: estimated at USD 4.6 billion a year, 50% public funding

IPP/PPP Projects to date: Only 59 IPP projects in SSA (excluding South Africa), totalling $11.12 bn in investments and 6.8 GW of installed generation capacity

Page 4: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Context

In 2015/6, the South African Treasury updated its reporting framework on contingent liabilities in line with international best practice. This

resulted in the addition of ZAR200bn (USD13bn) additional liabilities representing Eskom’s 20 year PPA obligations – essentially an overnight

increase of 36%.

Other CLs (Social Security, Export Credit etc)

PPPsOther SOEs

Eskom Debt

IPPs

0

100

200

300

400

500

600

700

800

900

2013/14 2014/15 2015/16 2016/17 2017/18 2018/19

Tota

l Exp

osu

re, Z

AR

bill

ion

South Africa Contingent Liabilities, 2013-2019

Page 5: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Precedent: PTC India

Creating a Power Market in India and the neighboring countries to optimally utilize the resources available to generate power and encourage private investments into the power sector

Equity participation by Power Grid Corporation of India Ltd (POWERGRID), NTPC, Power Finance Corporation (PFC) and others

Concerned State Governments/State Electricity Boards (SEB’s) to also be co-opted, if found feasible

The purchase of power from the identified private projects and resell it to the identified State Electricity Boards / regional utilities

If feasible, PTC to supply power directly to a cluster, like licensees and industrial establishments

Enable large-projects to negotiate with one buyer only to eliminate large-projects risk regarding payments; Such security to substantially bring down the tariff from such projects

Attract viable investments in the power sector on the strength of a multi-buyer model

Page 6: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

What is Africa GreenCo?

AND

Intermediary Creditworthy Offtaker and Aggregator

Power Pool Participant (Trader)

- Reduce transaction time, costs

- Improved project finance terms

- Increase financial capacity for

utilities and sovereigns

- Access point for better risk

management

- Grow competition in markets

- Facilitate growth off cross-border

and inter-regional power trading

- Increase market liquidity

- Reduce default and outage risk

- Inter-regional usage optimisation

Page 7: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA GREENCO

Investors IPPCapital

Utility End UsersPPA PSA Power

Intermediary & Creditworthy Offtaker

i) creditworthy offtaker under the PPA, thereby reducing the perceived risk of the project for investors and improving the quantum and cost of capital;

ii) having the technical and legal capacity and framework in place to execute transactions more efficiently.

Page 8: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA GREENCO

Investors IPPCapital

Utility 2 End UsersPPA PSA Power

Utility 1 End UsersPSA

Power

Private OfftakerPSA

AFRICA GREENCO

Investors IPPCapital

Utility 1 End UsersPPA PSA Power

Utility 2 End UsersPSA Power

Default on PSA

For more complex transactions, AGC will also act as an aggregator and diversifier of risks.

AGC reduces dependence on individual offtakers and attracts investment on the back of a multi-buyer model

Intermediary & Creditworthy Offtaker

Page 9: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA

GREENCO

IPP

Utility-owned power asset

Utility

Industrial Offtaker

Utility

Forward Physical Market(weekly and monthly)

Day-ahead marketIntra-Day Market

Power Trader

In addition to its role as an offtaker, AGC will also participate in competitive power markets, promoting cross border power transactions and a more dynamic and

liquid short term power market.

Page 10: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA

GREENCO

African Ownership and Leadership

Leveraging development finance, international

and local capital markets

Private-sector managed and

financially sustainable operating model

Legally and Financially Creditworthy

Market Context for IPP Credit Enhancement and Cross-border power trading

Legal entity, capital required and options for taking on financial

exposure beyond AGC’s balance sheet

Coordination with other regional and global initiatives and tranching of capital structure

Structuring a legal entity and making the case for benefits to offtakers and

sovereigns

Main Structuring Considerations

Page 11: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA GREENCO

Independent Power Project

Consolidated contract design, negotiation and execution expertise

Coordination with existing procurement frameworks and regional standardisation

Robust and standardised contracts

Well capitalised PPA contract counterparty

Reduced likelihood of offtaker default

Ability to make payment even in case of offtaker default

Entry point for additional investment and credit enhancement from international, local investors

Lower cost and time for transaction execution

Transparent and consistent procurement and transaction execution

Lower financial risk for offtaker and therefore underlying project

Direct, and more transparent access to investors and credit enhancement

Better financial environment for investment in project development

Lower cost of capital through lower minimum equity returns thresholds, lower debt interest rates and longer tenors

Increase in the universe of investors and amounts of capital available for projects

More projects are bankable

More capital is available

More projects are implemented

What are AGC’s Objectives?

Page 12: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

AFRICA GREENCO

UTILITY

Consolidated contract design, negotiation and execution expertise

Coordination with existing procurement frameworks and regional standardisation

Robust and standardised contracts

Well capitalised PPA contract counterparty

Lower cost and time for transaction execution

Transparent, consistent procurement and transaction execution

Lower cost to utility for quality transactions

Fiscal space for utility to invest in competing priorities (T&D, capacity building)

Higher installed capacity

Lower contingent liability impact for gov’t

More projects are implemented

Better private financing environment for IPPs as above

[Shorter term payment and liquidity terms]

Reduced requirement for sovereign guarantee

Lower cost of capital for projects

Lower minimum tariff for bankability

Trading in competitive power markets through regional power pool

Stronger financial performance of utilityFinancially efficient

contract management

More efficient use of existing assets

Deficits addressed through regional trade

Higher income from power production

Shift from expensive temporary power assets

Better grid and load management

What are AGC’s Objectives?

Page 13: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

- 4 potential revenue streams:

- Margin on PPA/PSA

- Power trading

- Investing balance sheet

- [Carbon finance]

- Revenues and costs in line with peers

- Transaction execution

- Business development

- Power trading companies

- Insurance/guarantee entities

Feasibility Study Overview: Financial Viability

(3.50)

(3.00)

(2.50)

(2.00)

(1.50)

(1.00)

(0.50)

-

0 1 2 3 4 5 6 7 8 9 10

Op

erat

ing

Co

sts

(USD

m)

Model Year

AGC Operating Costs

Staff Office

Travel Recruitment Costs

Board/Governance Annual SH Meeting

Legal and consultancy fees Audit Fees

(5.00)

5.00

15.00

25.00

35.00

0 1 2 3 4 5 6 7 8 9 10

Rev

enu

e (U

SDm

m)

Model Year

Revenues by type - 100% Equity

ST Trading Margin

Net PPA Sales

Net Investment Income

Page 14: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Feasibility Study Overview: Financial Viabiltiy

- Total capital required

- PPA Liquidity

- Trading Liquidity

- Termination Value payment

- Credit risk analysis

- Long term default rate analysis

- Monte Carlo modelling

- Target Rating – A to AAA

- Scenarios for financing

- Fully paid in equity finance

- 50% leverage

- 67% leverage

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

Current Portfolio Credit Profile

Payments Received as % of Total Payments

"A" credit rating above 67% gearing

-

200.00

400.00

600.00

800.00

1,000.00

1,200.00

1,400.00

0 1 2 3 4 5 6 7 8 9 10

Am

ou

nt,

USD

m

Model Year

AGC Liability Exposure

PPA Specified Portolio Termination Payment

PPA Long term Growth Termination Payment

PPA Deemed Electricity Payment Liquidity

Short Term Trading Liquidity

0 1 2 3 4 5 6 7 8

Investor Tranche 4 27 37 40 37 50 56 62 73 87 95

African Gov't Tranche 6 41 56 59 56 74 84 93 109 131 143

Returnable Capital 10 68 93 99 93 124 140 155 182 218 238

-

50

100

150

200

250

300

350

400

450

500

Am

ou

nht

USD

m

Scenario 3 - 33% Equity

Page 15: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

- Tranched structure: blended finance approach to capitalisation

Structure Investor Type Issues

Capital: “A-Share” DevCap Appetite from donors

ODA eligibility

Capital: “B-Share” African Govs Ratio of contribution

Where funding comes from

Appetite from governments

DFIs & Private Sector Terms and quantum

Capital: “Callable” Donors/ DFIs Appetite from donors

Rating implications

Leverage: Initial

period

MDBs/ MIGA Appetite and cost

Counter-guarantee or excess-loss/

re-insurance

Leverage: Long-

term

Insurance market

Institutional Investors

How would this transition unfold?

Feasibility Study Overview: Financial Viability

Page 16: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Feasibility Study Overview: Impact Potential

- Project-level Impacts

- Increase tenor of debt

- Reduce cost of debt

- Catalyse refinancing market

- Operational Impacts

- More RE projects developed

- More regional power trade

- More competitive markets

- Aggregation, diversification of risk

- Utility Impacts

- Lower contingent liabilities

- Lower transaction costs

- Better PSA terms

- Increase IRR - Increase DSCR - Unlock additional debt

- More installed capacity - Better energy access - Fewer outages - Better pricing

- Stronger balance sheets - Higher creditworthiness - Cheaper power costs

Page 17: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Feasibility Study Overview: Legal & Governance Structuring Options

- Legal entity, shareholding and/or membership in the company, will

be structured:

• for sovereign African countries to be members and have ownership;

• to attract capital from the donor/DFIs and the private sector;

• to allow different classes of investors with different risk appetites;

• to minimise political interference in governance and operations;

• to provide adequate international status and immunity

• to ensure the business can be operated efficiently

- Four principal legal structure options

Independent International Organization

An international treaty organisation

AU special agency / subsidiary with separate

corporate entity

National company with potential for regional

expansion via an intergovernmental agreement.

Example

AFC

ATI

ARC

AGF

1

2

3

4

Page 18: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Feasibility Study Overview: Implementation & Next Steps

Feasibility Study

Proof Of Concept

Scale

- Establish regional focus and pipeline of projects

- Review technical and other relevant requirements

- Prepare a credible legal and regulatory structure

- Learn from ARC, AFC and ATI

- Prepare a credible financial structure & business plan

- Create Case Study for specific pipeline project

- Leverage existing market infrastructure

- Complement parallel initiatives

- Use first transaction(s) for proof of concept

- Expand capital base to support portfolio

- Replicate initial transaction, tailoring strategy to new

markets

- Development of concept underway

Page 19: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Feasibility Study Overview: Current Implementation & Next Steps

Page 20: Africa GreenCo Introduction EAPIC September 2016 Ana Hajduka …€¦ · 01/09/2016  · or counter-guarantees shifts the creditworthiness issue to the sovereign level; ... 2013-2019

Current Support Structure

Grant funding for the feasibility study has been generously

provided by The Rockefeller Foundation

The SE4AAll Finance Committee Report included Africa GreenCo

as a recommended option for scaling up private sector finance for

renewable energy projects in the region

Technical advice from PPA, whose staff are former leaders within

SADC utilities and have been involved with the SAPP

establishment and operations (governance, regulations, technical

constraints, commercial issues, trading etc)

Financial advisory from Lion’s Head, a specialized financial

advisory firm based in London and Nairobi, experienced in

designing, structuring innovative finance platforms, especially for

power (Africa50, AREF, GIIF, TCIFF)

Legal support on PPA/PSA terms from Sherman and Sterling, a

leading international project finance, corporate and commercial

law firms, active in Africa for over 50 years