ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
Saeta Yield, S.A. ("Saeta Yield" or the "Company" and, together with its subsidiaries, the "Group"), a total return oriented company investing in energy infrastructure assets expected to generate highly stable and predictable cash flows backed by long term regulated or contracted revenues, announces its intention to apply for admission to listing of its shares (the "Shares") on the Spanish Stock Exchanges1 ("Admission"), following an initial secondary offering of Shares (the "IPO" or the "Offering") representing 51% of the share capital of Saeta Yield post Admission to be made by Energía y Recursos Ambientales, S.A. (the "Selling Shareholder"). The Selling Shareholder is a wholly owned subsidiary of ACS, Actividades de Construcción y Servicios, S.A. ("ACS"), the largest international contractor and third largest power developer worldwide, according to the Engineering News Record Global Sourcebook 2013.
Initially, the Company's assets consist of wind farms and solar thermal plants in Spain. These assets were part of the ACS's renewable energy assets portfolio. In the future, the Company intends to expand its presence both in Spain and internationally by acquiring other assets for the generation of renewable or conventional electricity and the distribution and transmission of electricity, as well as any other energy‐ related infrastructure, in each case with long term contracted or regulated revenues. Such acquisitions will be through a Right of First Offer and Call Option agreement (the "ROFO Agreement") which Saeta Yield will sign with ACS, Servicios Comunicaciones y Energía, S.L. (the "Sponsor" or "ACS SI"), the industrial
service division of ACS, as well as through other acquisitions from third parties.
TRANSACTION RATIONALE
Through the Offering, ACS SI and Saeta Yield intend to enhance value by seeking to achieve the following objectives:
offer a total return oriented company with stable, predictable, recurrent and growing dividends;
create a company with a competitive source of equity capital to benefit from the acquisition of long‐term contracted or regulated revenue assets developed by ACS SI and other third‐parties assets; and
align strategic interests, creating a long‐term partnership that will benefit from ACS SI's expertise in developing greenfield projects while reinforcing ACS SI's growth strategy by scaling up its concessional business.
1 Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and the Automated Quotation System (the "Spanish Stock Exchanges").
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ACS SI intends to maintain a significant participation in Saeta Yield, as ACS SI views Saeta Yield as a core
pillar in ACS SI's strategy in the development of energy infrastructure.
INITIAL PORTFOLIO
Saeta Yield currently owns 19 assets throughout Spain through wholly owned project company subsidiaries, generating revenues in euros and comprising 689 MW2 of renewable energy generation installed capacity. Such assets consist of 16 wind farms with a total capacity of 539 MW and an average pending regulatory life of c. 16 years and three solar thermal plants with a total capacity of 150 MW and an average pending regulatory life of c. 22 years.
RIGHT OF FIRST OFFER AND ROFO ASSETS
Saeta Yield and ACS SI intend to enter into a ROFO Agreement pursuant to which ACS SI will grant to Saeta Yield (i) a right of first offer over ACS SI and its controlled subsidiaries' interest in certain identified energy assets that are in operation or under construction or development (the "Initial ROFO Assets") and over ACS SI and its controlled subsidiaries' interest in any existing or future assets for the generation of renewable or conventional electricity or the distribution or transmission of electricity, as well as any other energy‐related infrastructure, without any geographical limitation, in each case subject to any third party rights restricting their transferability (such as first offer rights, first refusal rights, call options and tag and drag along rights) or any required third party consent, permit or authorization (from public or private entities, such as financing entities); and additionally (ii) a call option over the Spanish Initial ROFO Assets currently in operation in which the ACS Group owns a 100% interest (the "Call Option Assets") at a strike price based on the agreed enterprise value of each project company which owns the Call Option Assets. In addition, pursuant to the ROFO Agreement, Saeta Yield and ACS SI will have the joint control of the relevant project companies which own the Call Option Assets.
The Initial ROFO Assets are composed of thirteen renewable assets (554 MW) and an electricity transmission asset (400km). These energy assets have been identified as the next assets to potentially be sold to Saeta Yield by 2017, via the ROFO process. The renewable assets are three solar thermal plants in Spain and ten wind assets located in Latin America (Mexico, Peru and Uruguay) and Portugal. The electricity transmission asset is located in Peru. All these assets are in operation or expected to start operations before December 2016 and have long‐term PPAs in place or regulated remuneration schemes.
CASH DIVIDEND POLICY
Saeta Yield's objective is to pay a growing cash dividend to its shareholders that is sustainable on a long‐
term basis. Saeta Yield intends to establish a quarterly dividend policy based on a targeted payout ratio of
90% of the expected recurrent cash available for distribution. During 20153 and 2016 Saeta Yield intends to distribute approximately €57 million per year , on the back of cash flow generation of the initial portfolio and existing liquidity in each year.
2 683 MW of maximum administrative authorized capacity (533.2 for the wind farms and 149.8 MW for the solar thermal plants).
3 2015 dividend will be pro rata for the number of days since the IPO.
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HISTORICAL AND FORECAST FINANCIALS HIGHLIGHTS
For the ten months ended 31 October 2014, the Group recorded €181.5 million of revenues and €129 million of Adjusted EBITDA. The Company estimates that the Group's expected revenue will be €223 million and €224 million in 2015 and 2016, respectively, with an expected Adjusted EBITDA of €154 for both 2015 and 2016.
The Company estimates that the Group's estimated cash available for distribution on the back of the initial portfolio for the years ending December 31, 2015 and 2016 will be approximately €78 million in
2015 (although this amount includes an estimated non‐recurrent net cash inflow of €15 million, leaving
approximately €62 million of recurrent cash available for distribution) and €63 million in 2016.
CORPORATE GOVERNANCE AND MANAGEMENT
Saeta Yield's management team has extensive experience in the renewable energy sector, having participated in the full value chain of renewable turnkey projects.
The management team will be reinforced by a strong corporate governance structure, which will establish independence from the Sponsor and will provide Saeta Yield with strong and independent decision‐ making capabilities.
Related party transactions between Saeta and the ACS group will include the ROFO Agreement, operation and maintenance contracts with each of the project companies and a transitional services agreement. These transactions must be approved by the disinterested members of the Board of Directors of Saeta Yield and the directors to be appointed by the Sponsor will abstain from voting.
OVERVIEW OF SPONSOR
ACS SI, the leading industrial service division of ACS, has a strong track record in developing energy projects and investing in the energy sector, as well as an extensive operation and financing expertise.
ACS SI has developed 1,400 MW of wind farms, 500 MW of solar thermal plants and more than 10,200 km of transmission lines. ACS SI has invested more than €4.5 billion in the renewable energy sector and approximately €2.4 billion in transmission lines in the last 10 years. ACS SI had total sales volume of €7.1 billion and EBITDA of €937 million in 2013.
DETAILS OF THE OFFERING
The Offering will comprise a secondary offering of 51% of the existing Shares of Saeta Yield post Admission by the Selling Shareholder. Over‐allotment Shares of up to 10% of the size of the Offering will be made available by the Selling Shareholder in connection with the Offering. The Company will receive no proceeds from the Offering.
The Company, the Selling Shareholder and the other current shareholders of Saeta Yield (subsidiaries of ACS SI also) will agree to certain lock‐up arrangements during the period from the date on which the underwriting agreement is signed until 180 days (in case of the Company) and 360 days (in case of the current shareholders), after the settlement date of the Offering, during which time they may not dispose
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of any interest in their Shares without the consent of the Joint Global Coordinators (as defined below), subject to customary exceptions.
The Offering will be made available to institutional investors outside of the United States pursuant to Regulation S under the US Securities Act of 1933 (the "Securities Act") and to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act.
BofA Merrill Lynch, Citigroup Global Markets Limited and Société Générale are the Joint Global Coordinators for the IPO (the "Joint Global Coordinators") and, together with Banco Santander, S.A. and HSBC Bank plc are the Joint Bookrunners for the IPO (together, the "Managers"). Key Capital Partners is acting as financial advisor to the Company and the Selling Shareholder for the IPO.
Further details of the intended Offering will be included in the prospectus to be approved by the Comisión Nacional de Mercado de Valores (the "CNMV") in connection with the Offering and the Admission. This approval process is ongoing. Once approved, the prospectus will be published and made available on the website of the CNMV (www.cnmv.es). Any acquisition of shares in Saeta Yield should be made on the basis of the prospectus approved by the CNMV. The approval of the prospectus by the CNMV shall not constitute an evaluation of the merits of the transactions proposed to investors.
FOR ENQUIRIES
SAETA YIELD, S.A.
Álvaro Pérez de Lema, CFO
aperezdelema@yieldco.acsindustria.com
+34 625 60 58 79
Reyes Saiz, rsaiz@yieldco.acsindustria.com +34 91 456 94 86
Esperanza Salviejo, esalviejo@yieldco.acsindustria.com
+34 91 456 89 77
IMPORTANT NOTICE
This announcement and the information contained herein are not for distribution in or into the United States, Canada, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement is an advertisement and does not constitute a prospectus or offering memorandum and nothing herein contains an offering of securities. No one should purchase or subscribe for any ordinary shares in Saeta Yield, S.A. except on the basis of the prospectus to be approved by the CNMV in connection with the initial public offering of Saeta Yield, S.A. and the admission to listing of its shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and on the Automated Quotation System of those stock exchanges. Once approved, the prospectus will be published and made available at the
website of the CNMV (www.cnmv.es).
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In any EEA member state that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.
Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and persons who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons
who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
Merrill Lynch International ("BofA Merrill Lynch"), Citigroup Global Markets Limited, Société Générale, Banco Santander, S.A. and HSBC Bank plc (together, the "Managers") and Key Capital Partners and their affiliates are acting exclusively for the Company and the Selling Shareholder and no‐one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated IPO, each Manager, any of its affiliates, acting as investors for their own accounts may take up Shares and in that capacity may retain, purchase or sell for its own account such Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the IPO. Accordingly, references in any prospectus or offering memorandum, if published, to the Shares being issued, offered or placed should be read as including any issue, offering or placement of such Shares to the Managers and any relevant affiliate acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or Key Capital Partners or any of their affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the
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information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement includes forward‐looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward‐looking statements can be identified by the use of forward‐ looking terminology, including the terms "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "outlook", "would", "should", "could", "will", "plans", "potential", "predicts" and "projects" as well as their negative or other variations or comparable terminology. These forward‐looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which the Group operates.
By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are hereby cautioned that forward‐looking statements are not guarantees of future performance and that the Group's actual financial condition, results of operations and cash flows, and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward‐looking statements contained in this announcement. In addition, even if the Group's financial condition, results of operations and cash flows, and the development of the industry in which it operates are consistent with the forward‐looking statements contained in this announcement, those results or developments may not be indicative of the Group's results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward‐looking statement will come to pass. No one undertakes to publicly update or revise any such forward‐looking statement. Accordingly, there can be no assurance that the forecasted financial information is indicative of the future performance or that actual results will not differ materially from those presented in the forecasted financial information.
The information, opinions and forward‐looking statements contained in this release speak only as at its date and are subject to change without notice.
In connection with the IPO, a stabilisation manager (or its agents) may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Regulation (EC) No
2273/2003), over‐allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Shares on the Spanish Stock Exchanges and will end no later than 30 days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any
time. There shall be no obligation on the stabilising manager to enter into such transactions. All such
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stabilisation shall be conducted in accordance with applicable laws and regulations (in particular, the rules
concerning public disclosure and trade reporting to the CNMV).
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