Shares in Haugaland Kraft AS Investor Presentation Fjelberg Kraftlag AS October 30, 2020
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Shares in Haugaland Kraft AS Investor Presentation Fjelberg Kraftlag AS October 30, 2020 1 Table of contents 1 Background 2 Haugaland Kraft AS 3 Sunnhordland Kraftlag AS 4 Haugaland Kraft Nett AS 5 Other group companies 6 Appendix 2 Background and process Pareto will facilitate a process that is expected to be finalized in December 2020 The transaction Process steps Investors reach out to Pareto to confirm interest Background Late Oct. DEAL LAUNCH In November 2018 Haugaland Kraft AS and Fjelberg Kraftlag AS entered into In return, investors receive share purchase agreement (SPA) and process letter a share issue agreement, with a following restructuring of ownership in Haugaland Kraft AS’ group company Sunnhordland Kraftlag AS (SKL) Phase 1 The transaction in 2020 NON-BINDING Deadline for non-binding offer to be submitted NOV. 27 In 2020 Fjelberg Kraftlag AS completed its merger with Haugaland Kraft AS OFFER by investors: November 27, 2020 CET 15:00 and received 19 141 293 shares in Haugaland Kraft AS as payment. The transaction consisted of the following: − Fjelberg Kraftlag AS operations were valued at NOK 103m and was exchanged for Phase 2 6 335 615 new shares in Haugaland Kraft AS − Fjelberg Kraftlag AS’ shares in SKL were valued to NOK ~207m and 12 758 678 new NOV. 27 – INVITATIONS TO Selected investors are invited to participate in shares was awarded in Haugaland Kraft AS, valued at NOK ~249m DEC. 3 PHASE 2 phase 2 − The difference of NOK ~41m was settled in cash − Fjelberg Kraftlag AS was also granted NOK 5m as compensation for deferred dividends in SKL Haugaland Kraft AS has informed the seller that to their knowledge there is no shareholders' agreements in place between the Company or its Deadline for binding offer to be submitted by BINDING OFFER shareholders or between any of the shareholders. Accordingly, Fjelberg DEC. 3 investors: December 3, 2020 CET 15:00 Kraftlag AS is not party to any such agreement or undertaking The situation now The board in Fjelberg Kraftlag AS has now decided to explore the possibility DEC. 3 – After all binding offers are submitted an auction to sell the shares at the highest possible price AUCTON ROUND round is envisioned with final result within From the agreement in 2018, Fjelberg Kraftlag AS has right to sell the shares DEC. 5 December 5, 2020 to Haugaland Kraft at NOK 16.195 per share (put option) or NOK 310m − The put option expires December 31, 2020 Fjelberg Kraftlag AS has now hired Pareto Securites as financial advisory with the mandate to sell the shares DEC. 5 – FORMAL COMPLETION Settlement and formal completion of the deal DEC. 9 AND SETTLEMENT 3 Investment highlights Unique opportunity to acquire shares in an infrastructure company with prime infra assets consisting of large hydro power, grid and fiber/broadband assets Haugaland Kraft AS has top tier perpetual large scale hydropower I assets providing visible and steady cash flow over a long horizon The company is operating its monopoly grid assets efficiently II and has an average return on its grid assets (RAB) above peers Rising and stable cashflow from highly attractive fiber and III broadband assets Strong ESG profile beyond being a producer of renewable energy IV 4 We expect to see a value of Fjelberg’s share well above the put price Transaction and valuations points in this direction Fjelberg’s put price in relation to transactions/valuations Price per share (NOK) +6% 19,49 +13% 18,33 16,20 Put option Bokn transaction 04.09.2019 Karmøy Valuation 22.04.2020 Fjelberg Kraftlag`s put price for its shares in NOK 310m, or NOK 16.20 per share Bokn kommune sold its 4 320 000 shares in Haugaland Kraft in September 4, 2019 − Valued at NOK 79 162 315 or 18.325 per share − The shares were acquired by Karmøy Municipality In April 2020, Karmøy Municipality estimated the shares in Haugaland Kraft to be valued at NOK 19.491 per share, in relation to the transaction between Fjelberg Kraftlag AS and Haugaland Kraft AS Source: Haugaland Kraft AS, Karmøy Kommune, 5 Norwegian power prices are expected to increase by 40%* in 2040 Haugaland Kraft is expected to benefit from this due to its flexible hydro power production The Norwegian power balance Power price outlook for Norway and Germany TWh EUR/MWh Prices in Europe is 206 193 50 expected to increase 183 190 Norwegian power 172 176 because of the consumption is 45 introduction of 140 148 expected to grow 1% 40 renewable power annually towards 2050 plants, which drive to a total increase of 35 prices up during the 36%. Production is winter months. expected to increase at 30 Norway will be roughly the same rate, 25 affected, but will have with new production lower prices due to coming from onshore 20 power surplus and 2020E 2030E 2040E 2050E wind and hydropower 2020E 2030E 2040E 2050E water reserve Power consumption in the Norway Northern Norway Mid Norway dynamics Power production in Norway Southern Norway Germany Price volatility in Norway, 2030 and 2040 Average* achieved prices in Norway EUR/MWh 0 20 40 60 12 EUR/MWh 10 Reservoir Price volatility is 8 expected to increase Increased volatility is on daily, weekly and River 6 expected to benefit monthly basis, due to flexible hydropower 4 higher power supply Onshore wind producers like from wind- and solar Power source 2 Haugaland Kraft power in Europe and 0 the Nordics Solar 2020E 2025E 2030E 2040E Daily volatility Weeky volatility Monthly volatility 2030 2040 Source: Statnett | Note(*): Arithmetic average between Norwegian regions 6 Table of contents 1 Background 2 Haugaland Kraft AS 3 Sunnhordland Kraftlag AS 4 Haugaland Kraft Nett AS 5 Other group companies 6 Appendix 7 Haugaland Kraft AS at glance In brief Organization overview Haugaland Kraft AS was established in 1998, and reorganized in 2015 Today, the company is headquartered in Haguesund and has ~460 employees Haugaland Kraft AS is a Norwegian large scale hydropower producer, grid owner and operator, and have assets in within fiber/broadband as 100% 100% 100% 80% 60% well as power sales Haugaland It is a group company consisting of the three wholly owned subsidiaries; Haugaland Haugaland Kraft Kraft Nett AS Kraft Fiber AS Haugaland Kraft Nett AS, Haugaland Kraft Fiber AS and Haugaland Kraft Energi AS Energi AS In addition, Haugaland Kraft AS is a majority shareholder in Sunnhordland Kraftlag AS (SKL) with 59.7% ownership, and in Afiber AS Tveitelva Kraftverk AS 100% with 80% ownership Risvollelva Kraftverk AS 65% Tverrelva Kraftverk AS 51% Key financials (NOKm) Group companies* of Storelvi Kraftverk AS 100% Haugaland Kraft AS Håfoss Kraftverk AS 100% 2 652 Einungstølsåna 100% 2 366 Kraftverk AS Åkraelva Kraftverk AS 1 957 100% 1 682 1 584 1 559 Jarlshaug Kraft AS 98% 1 293 Børsdalselva Kraftverk AS 100% 1 041 1 003 662 Akslandselva Kraftverk AS 76% 533 286 Eitro Kraftverk AS 50% Hardanger Kraft AS 65% 2015 2016 2017 2018 2019 2020E Økstra Kraft AS 100% Vestkraft AS 100% Revenues EBITDA Steine Kraft AS 70% Suldal Elverk AS 100% Source: Company information, Proff | Note(*): Afiber located in Arendal, Norway 8 Haugaland Kraft AS – Management, Shareholders and Board Management Shareholders as of 30.10.2020 # Shareholder Shares Ownership Johan Harald 1 Olav Linga Karmøy Kommune 180 968 850 34.72% Jakobsen 2 Haugesund Kommune 129 027 315 24.76% CEO Director, Haugaland 3 Finnås kraftlag 49 695 686 9.53% Kraft Energi 4 Tysvær Kommune 39 551 725 7.59% 5 Vindafjord Kommune 27 645 703 5.30% 6 Sveio Kommune 20 381 332 3.91% 7 SØK AS 19 904 301 3.82% 8 Fjelberg Kraftlag 19 141 293 3.67% Gunn M. Lassesen Runar Areklett 9 Fitjar 18 738 482 3.60% Director, CFO 10 Suldal 14 504 476 2.78% communications and 11 customer services Utsira Kommune 1 640 000 0.31% Total 521 199 163 100% Per Arne Risanger Jan Håland Board HR Director Director, Haugaland Kraft Fiber AS Chairman: Petter Steen jr Members: Mona Opheim Geir M. Bårdsen Einar Østebø Stein Inge Morisbak Inghild Storesund Magne G. Bratland Director, development Tiril Fjeld Director, Haugaland and digitalization Arne Birkeland Kraft Nett AS Martin Laurhammer 9 Operational overview of Haugaland Kraft AS Sunnhordland Kraftlag AS’ hydropower production has been the strongest contributor Segment information Revenue composition 2019 EBITDA development (NOKm) 892 Power Prices in 2020: Power prices in Norway have Sunnhordland 659 been historical low in 2020 25 % Kraftlag 514 33 % partly due to Covid-19 and record water level in hydro Haugaland Kraft 343 382 355 307 storage dams, affecting SKL’s Nett 278 273 EBITDA for the year 131 130 141 143 141 145 13 % Haugaland Kraft 33 46 50 67 49 Fiber & Afiber Going forward the prices for Southern Norway are 29 % Haugaland Kraft 2016 2017 2018 2019 2020E expected to increase by 18% Energi Sunnhordland Kraftlag Haugaland Kraft Nett towards 2030 and 30% Haugaland Kraft Fiber & Afiber Haugaland Kraft Energi towards 2040 (see slide 6) Investments (NOKm) ROE* (%) and dividends (NOKm) Dividends 974 274 ROE 37,2 % 817 235 623 170 406 95 8,7 % 5,1 % 6,6 % 2016 2017 2018 2019 2016 2017 2018 2019 Source: Haugaland Kraft AS, Statnett | Note(*): Return On Equity = Net Income/average equity 10 The sustainable profile of Haugaland Kraft AS ESG is in the core of Haugaland Kraft AS’ value proposition Haugaland Kraft AS has delivered renewable Above NOK 2bn paid in Long-term owners in hydropower for more taxes and dividends form of municipalities than 100 years since 2015, benefitting ensure transparency to E S local municipalities and G the public and strong businesses control mechanisms Clean Power Quality education Responsible consumption Less inequality and Infra.