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The acquisition forms an important part of Scatec Solar’s broadened growth
strategy, with an ambition to become a global large-scale player in solar,
hydro, wind and storage solutions, and an integrator of high-value
infrastructure solutions.
Scatec Solar and SN Power have a unique and complementary portfolio of assets,
geographical footprint and capabilities, and will together hold a large project
pipeline across solar, hydro, wind and storage.
The combined company will have 450 employees, power plants in 14 countries and
gross 3.3 GW of plants in operation and under construction. When all plants are
in full operation from early 2021, the median annual production is expected to
be 4.1 TWh.
“Hydropower and solar PV are complementary technologies, resulting in new
project opportunities, for instance floating solar on hydro reservoirs. With
this transaction we see great potential in broader project origination and
geographical expansion into growth markets in South East Asia and Sub-Sahara
Africa. SN Power adds scale and significant cash flow from operating plants and
will raise stakeholder value; benefiting customers, employees, shareholders,
business partners and the societies in which we operate,” says Raymond Carlsen,
CEO of Scatec Solar.
“Norfund’s investment in SN Power has contributed to job creation, improved
living conditions and avoided carbon emissions. By mobilising private capital in
SN Power, we can recycle significant funds for new investments, demonstrating
the effectiveness of using development aid to invest in clean energy in
developing countries,” says Tellef Thorleifsson, CEO of Norfund.
Key transaction highlights
- Scatec Solar has signed a binding agreement to acquire 100% of the shares in
SN Power AS from Norfund for a total equity value of USD 1,166 million.
- The transaction includes SN Power’s portfolio of hydropower assets in the
Philippines, Laos and Uganda with a total gross capacity of 1.4 GW (net 0.5
GW) and gross median production of 6.1 TWh (net 1.8 TWh).
- SN Power has a project pipeline totaling gross 2.5 GW mainly across Asia and
Sub-Saharan Africa. Scatec Solar will further accelerate growth and have a
combined project pipeline of 9.5 GW across solar, hydro, wind and storage.
- Norfund, the Norwegian Investment Fund for developing countries, has been a
long-term partner of Scatec Solar in a successful private-public
partnership. As part of this transaction, the parties will establish a new
joint venture for SN Power’s Sub-Saharan Africa hydro assets and to develop
the hydropower pipeline in the region. Norfund will retain a 49% stake and
Scatec Solar hold 51% in the Joint Venture and Scatec Solar will be the
operator.
Compelling strategic benefits
- Hydropower has inherently attractive characteristics including storage,
perpetual asset life, and low operational risk and gearing.
- Technological and geographical diversification further enhances cash flow
resilience and increases optionality with respect to profitable growth.
- Leverages Scatec Solar’s long-standing emerging markets expertise within
project development and Engineering, Procurement and Construction (EPC) to
accelerate growth
- Scatec Solar and SN Power are a strong cultural fit. Rooted in Norway’s
industrial tradition, both companies are ambitious front-runners in green
energy in emerging markets, while adhering to the highest standards in ESG.
- With SN Power, Scatec Solar will strengthen its position as a partner for
governments and communities that are seeking economic growth. The Company
will also be more relevant for corporate customers seeking cleaner and more
affordable energy and for shareholders who wish to position themselves in
the rapidly growing renewable energy space.
Financial details
- In 2019, SN Power had proportionate revenues of NOK 1,766 million and EBITDA
of NOK 1,149 million, and the combined company had proportionate revenue of
NOK 8,108 million and EBITDA of NOK 2,720 million, corresponding to an
EBITDA margin of 34%
- The acquisition is fully funded through a combination of cash available from
Scatec Solar’s balance sheet, a USD 200 million vendor note, a USD 150
million term loan and a USD 700 million acquisition financing from Nordea,
DNB, BNP Paribas and Swedbank. The acquisition finance is available until
12 months after transaction close and is expected to be refinanced through
debt and equity.
- The combined company will hold proportionate net debt, including a of NOK
18 billion of which NOK 6.8 billion at group level - including the term loan
and acquisition financing.
- The acquisition offers an attractive opportunity to create significant value
for Scatec Solar’s shareholders and is expected to deliver returns well
above Scatec Solar’s cost of equity and be highly accretive to underlying
earnings in 2020 and beyond
- Through the addition of high quality, long-term earnings, the transaction
further diversifies the group’s cash flows and strengthens Scatec Solar’s
ability to accelerate further growth
The transaction is conditional upon customary regulatory approvals and local
competition approvals and is likely to be completed in the first half of 2021.
Until then the two companies will continue to operate as separate entities.
Integration preparations will start immediately. Scatec Solar will continue to
be listed on Oslo Stock Exchange (Oslo Børs) and intends to change its name to
Scatec.
For additional information, see the attached investor presentation.
Advisors
J.P. Morgan (financial), SpareBank1 Markets (financial), Selmer (legal), EY
(financial and tax due diligence), Multiconsult (environmental & social due
diligence) and Sweco (technical and environmental & social due diligence) acted
as advisors to Scatec Solar in connection with the transaction.
Invitation to investor presentation today at 10:00 am CEST
A presentation for investors and analysts followed by a Q&A session will be held
at Felix Konferansesenter in Oslo and through a live webcast today at 10:00 am
CEST. To attend the live presentation, please email: ir@scatecsolar.com
(mailto:ir@scatecsolar.com). You can follow the webcast from our website:
www.scatecsolar.com (http://www.scatecsolar.com), or this direct
link: https://channel.royalcast.com/webcast/hegnarmedia/20201016_3. You may ask
questions through the webcast solution, or email your question to
ir@scatecsolar.com (mailto:ir@scatecsolar.com).
For further information, please contact:
Mikkel Tørud, CFO, tel: +47 976 99 144, ir@scatecsolar.com
(mailto:ir@scatecsolar.com)
Ingrid Aarsnes, VP Communication & IR, tel: +47 950 38 364,
ingrid.aarsnes@scatecsolar.com (mailto:ingrid.aarsnes@scatecsolar.com)
About Scatec Solar
Scatec Solar is an integrated independent renewable power producer, delivering
affordable, rapidly deployable and sustainable clean energy worldwide. A long-
term player, Scatec Solar develops, builds, owns, operates and maintains power
plants and has an installation track record of more than 1.6 GW. The company has
a total of 1.9 GW in operation and under construction on four continents.
With an established global presence and a significant project pipeline, the
company is targeting a capacity of 4.5 GW in operation and under construction by
end of 2021. Scatec Solar is headquartered in Oslo, Norway and listed on the
Oslo Stock Exchange under the ticker symbol ‘SSO’. To learn more, visit
www.scatecsolar.com (http://www.scatecsolar.com). For images, see
www.scatecsolar.com/image-gallery/ (http://www.scatecsolar.com/image-gallery/)
Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of Scatec Solar ASA (the
“Company”). The distribution of this announcement and other information may be
restricted by law in certain jurisdictions. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. Readers
should not place undue reliance on the forward-looking statements in this
announcement or any of its attachments.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to reflect events that occur or circumstances
that arise in relation to the content of this announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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