Overview of business valuation parameters in the energy industry Edition n.2 - 2015 Contents Preface 3 Section I - Methodology 4 Section II - Identification of panels 6 Section III - Simulation for calculation of WACC 10 - Sector comparison Section IV - The multiples 18 Section V - Multiples by geographic area and by segment 22 This edition of the publication aims to provide some of the basic parameters used when valuing companies and/or groups of companies operating in the Energy industry. The Deloitte Financial Advisory Valuation Team performed an analysis of the cost of capital (WACC) and the main Asset Side market multiples estimated on an Italian, European and worldwide level. The purpose is to make a contribution towards the typical work of decision makers in the sector i.e. initial valuation analysis performed for potential M&A transactions and general business valuations in the Energy industry. 2 Preface by Marco Vulpiani In light of our extensive experience in the valuation of companies and groups operating in the Energy industry and considering the positive interest gathered from the first issue of this study, we are pleased to present this second edition that represents the natural continuation of our analysis focused on this important industry. The objectives of this periodic publication remain: firstly, to provide insight into the trends in certain value indicators (multiples) and drivers (cost of capital); secondly, to provide average benchmark parameters for the industry to those who have to perform preliminary valuations. This publication is primarily addressed at those In particular, as highlighted in the various sections operating in the Energy industry. We would like of this document, our contribution is based on a to take the opportunity to thank all the operators series of analyses performed in accordance with that have supported us with constructive feedback established practice and, in general, drawing on and that with their interest and enthusiasm have the vast experience accumulated by Deloitte in the contributed to support this second issue. We hope Energy Industry. that the results of our analysis might be appreciated Finally, we remind that the data used and the and useful for the purposes of preliminary valuations methods applied herewith are compliant with performed during tricky decision making processes the most recent guidelines in the field of business that have to be handled in conditions of great valuation, including guidelines of the Italian Valuation volatility, complexity and uncertainty. Board (Organismo Italiano di Valutazione - OIV) of whose Management Board I am a member. Marco Vulpiani Head of Valuation Services Deloitte Financial Advisory S.r.l. Overview of business valuation parameters in the energy industry Edition No. 2 - 2015 3 Section I Methodology 4 Methodology With the aim of providing the basic elements for the analysis of the value of companies and/ or groups of companies operating in the Energy industry, we examined a panel of Energy companies and the related market data as of 31/12/2014 and 30/06/2015. We conducted our analysis by looking at companies listed on the Italian market and companies listed on international markets. The method adopted is summarized below: Identification of Analysis of Estimate of main valuation panels to identified parameters for each Summary tables be analyzed companies identified segment Step 1 Step 2 Step 3 Identify leading companies listed For each company, we For each segment, we estimated the in Italy and internationally and analysed listed price following parameters: operating in various segments of trend, P&L and financial • Beta (adjusted) the Energy industry. performance, price • D/E ratio The panels of companies volatility, etc. • Cost of Debt identified were divided into • WACC estimated by third parties various smaller groups based on (Bloomberg) specific business segment (e.g. • Market Multiples estimated by third parties Oil&Gas, Renewables, etc.). (Bloomberg) • Asset side market multiples Overview of business valuation parameters in the energy industry Edition No. 2 - 2015 5 Section II Identification of panels 6 Identification of panels Introduction Chart A Chart B In order to provide estimates that could reflect Electricity Electricity as much as possible specific features of market sub-segments, the Energy industry was divided into A2A S.p.A. A2A S.p.A. the following main sub-segments: ACEA S.p.A. ACEA S.p.a. • Electricity. • Oil & Gas. ACEGAS-APS S.p.A. ACEGAS-APS S.p.A. • Renewables. ACSM - AGAM S.p.A. ACSM - AGAM S.p.A. • Transmission System Operator (TSO). Ascopiave S.p.A. Ascopiave S.p.A. • Water. Our analysis also took account of the differences in ENEL S.p.A. ENEL S.p.A. results achieved depending on geographic area. HERA S.p.A. HERA S.p.A. For each sub-segment identified, we identified three different panels of companies: IREN S.p.A. IREN S.p.A. • Italian panel. Oil & Gas Oil & Gas • European panel. • Global panel. ENI S.p.A. ENI S.p.A. For the purposes of our work, the companies ERG S.p.A. ERG S.p.A. included in the panels were selected basing on size-related parameters (stock market capitalization, GasPlus S.p.A. GasPlus S.p.A. revenue, etc.) and geographic location. SARAS S.p.A. SARAS S.p.A. The European Panel and the Global Panel include both Italian companies with an international Renewables Renewables presence and the most significant foreign companies Alerion Clean Power S.p.A. Alerion Clean Power S.p.A. in terms of revenue and market capitalization1. The starting point for selection purposes was the ENEL Green Power S.p.A. ENEL Green Power S.p.A. European Energy Index as produced by Bloomberg. Ergycapital S.p.A. Ergycapital S.p.A. We identified a total of 54 companies for inclusion in the European Panel and 53 companies for the Global Falck Renewables S.p.A. Falck Renewables S.p.A. Panel. Fintel Energia Group K.R. Energy S.p.A. Italian panel Frendy Energy S.p.A. Ternienergia S.p.A. When selecting the Italian Panel, we initially K.R. Energy S.p.A. TSO considered all listed Italian companies operating in the Energy Industry and came up with a Panel of 24 Ternienergia S.p.A. SNAM S.p.A. companies (chart A). TSO Terna S.p.A. We then excluded (i) companies listed on the AIM Italy market (i.e. Frendy Energy S.p.A. and Fintel SNAM S.p.A. Energia Group), (ii) companies whose shares have been cancelled following acquisition by another Terna S.p.A. entity (i.e. Edison S.p.A. and Acegas-Aps S.p.A.) and Water (iii) Acque Potabili S.p.A., as it is Italy’s only listed company in the Water segment (panel statistically Acque Potabili S.p.A. not representative). Therefore, the final panel selected for Italy is as indicated in chart B. 1 For this purpose, a minimum capitalization requirement of around Euro 2.5 billion at 31/12/2014 was considered. Overview of business valuation parameters in the energy industry Edition No. 2 - 2015 7 European panel Electricity Oil & Gas Renewables TSO Water Arise Gelsenwasser Cez AS BP Group Plc. Windpower AB Centrica Plc. AG EDP Renovaveis Pennon Group Edf SA BG Group Plc. SA Enagas SA Plc. ENEL Green Fluxys Belgium Endesa SA Galp Energia SA Power S.p.A. NV Severn Trent Plc. Fersa Energias Gas Natural Suez ENEL S.p.A. ENI S.p.A. Renovables SA SDG SA Environment SA ENEL Russia Greentech National Gid United Utilities PJSC Gazprom OAO Energy Systems Plc. Group Plc. AS Redes Veolia ENEA SA Lukoil PJSC S.A.G Energeticas Environment SA Solarstrom AG Nacionais SA E.ON SE Lundin Petroleum AB Albioma SA Red Electrica SA MOL Magyar EVN AG Olaj Società Elettrica Sopracenerina SSE Plc. SA Fortum Oyl Neste Oyj Snam S.p.A. ENGIE OMV AG Terna S.p.A. Iberdrola SA Repsol SA MVV Energie Royal Dutch AG Shell Plc. Tauron Polska Energia SA Statoil ASA RWE AG Total SA Verbund AG Tullow Oil Plc 8 Global panel Electricity Oil & Gas Renewables TSO Water American EDP Renovaveis American Water Electric Power BG Group Plc. SA Centrica Plc. Works Inc. Inc. BP Plc. ENEL Green Enagas SA Aqua America Cez AS Power S.p.A. Inc. Nextera Energy Federal Grid Pennon Group China Resources Chevron Corp. Inc. Corp. Plc. Power Holdings Ltd. China Petroleum Reliance Power & Chemical Ltd. Gas Natural SA Severn Trent Plc. Consolidated Corp. Edison Inc. ITC Holdings Suez Datang ENI S.p.A. Corp. Environment Co. International National Grid United Utilities power EXXON Mobil Plc. Group Plc. Generation Co. Corp. Power Grid Dominion Veolia Gazprom OAO Corp of India Environment Resources Inc. Ltd. Duke Energy Corp. Lukoil OAO Red Electrica SA E.ON SE Petrobas SA SSE Plc. Edf SA Petrochina Ltd. Snam S.p.A. ENEL S.p.A. PTT. Global Chemical Plc. Terna S.p.A. FirstEnergy Corp. Repsol SA Fortum Oyj Royal Dutch Shell SA ENGIE Statoil ASA Iberdrola SA Tullow Oil Plc. RWE AG Overview of business valuation parameters in the energy industry Edition No. 2 - 2015 9 Section III Simulation for calculation of WACC 10 Deloitte estimate Method used to estimate Cost of Equity (Ke) In order to provide a useful means of valuing Market Risk companies, we estimated the Cost of Equity by Premium looking at established practices. (MRP) For the purposes of this analysis we used the Capital Asset Pricing Model (C.A.P.M.) and examined Equity the following parameters, with specific focus on X Premium company related (in red) and macroeconomic (in blue) parameters: The C.A.P.M. model considers only the systematic risk Levered Cost of for the Equity.