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    Os Nse Presentation 2010 10 12 Os Nse Presentation 2010 10 12 Presentation Transcript

    • Onestone Solar The Solar Investment Service Provider September 2010
    • Content 1. Introduction 2. Who we are 3. Market Trends 4. Nordic Solar Energy 5. Company Structure 6. Capital Structure 7. Investment Policy 8. Summary 9. Appendix Mora la Nova-Spain, 1.5MW
    • 1. Introduction The past few years investment in solar parks have soared, Onestone Solar has the human capital and global experience especially due to the favourable conditions offered in to provide all required operational services in setting up and Europe and global market trends. Fast growing markets managing solar PV parks around Europe. Our scope of however do have their downsides: The quality-price knowledge covers the complete solar PV value chain: from equation, and therefore the realized financial returns, might procuring solar modules in Asia to solar park insurances. not always match the expectations of the investors. Just as in other infrastructural investment opportunities (like real estate) independent professional fund managers are required to ensure the investment portfolio delivers as promised. The coming years an increasing number of operational and new solar photovoltaic (PV) parks will be available against attractive prices/returns. These parks will be developed primarily in the southern and central regions of Europe.
    • 2. Who we are Onestone Solar Holding B.V. consists of experienced solar PV professionals with an extensive background in the complete solar PV value chain. Onestone Solar is active in the following fields: • Conducting technical and legal due diligences • Developing land and permits for new solar PV parks • Performing turn-key EPC services Onestone Solar has started activities in Europe with offices and/or partnerships in Spain, Bulgaria, France, Germany and the Czech Republic. Other countries of interest are Greece and the UK. The focus of Onestone Solar is being a full service provider to global investors, interested in investing in solar PV parks in Europe. Villares del Saz- Spain, 3MW
    • 2.1 Management Team Managing director: Marinus Boogert Operational director: John Koopman Marinus Boogert (1969) has been active in the solar industry John Koopman (1966) has been an entrepreneur for over 20 for over 10 years. He has a successful international track years. He has a track record in different branches, but started record as a marketing & sales executive. His core activities as a professional technical photographer. He managed on an were in distribution and project sales activities around the interim basis several companies from finance until high-tech world. Companies he worked for in the solar industry are: (semi-conductor). In 2002 he moved with his family to Spain Nuon (project manager), Shell Solar (sales director), and and since 5 years he has been involved in the solar energy Scheuten Solar (marketing and sales director). industry. He has general international business and consulting experience. Technical director: Josep Padró Josep Padró (1966) has been a director for over 15 years in two leading multinationals (T-systems and Metrolico) focusing on infrastructural projects for the telecommunication industry. He is the founder of CONCOM S.A., 12 years ago, a company specialized in managing and implementing renewable energy projects (wind and solar) on an international level.
    • 2.2 Shareholders Onestone Solar Holding B.V. currently has five shareholders: • Miraqui (Spain) • Phocus Holding (NL) Personal holding of Mr. John Koopman Personal holding of Marinus Boogert • Concom (Spain) • FOS B.V. (NL) Operating company of Josep Padró Holding company of Gosse Boxhoorn, Jan-Willem Hendriks and Hubert Thijs, co-founders of Solland Solar and initiators of The Silicon Mine • Allied Energies (Singapore) Holding company of Simon Tan, a solar industry, expert for over 20 years
    • 3. Market Trends The solar PV market has been booming over the last years and is forecasted to confirm this trend in the coming years. Grid- connected solar PV has grown by an average of 60 percent every year for the past decade, increasing 100-fold since 2000. By the end of 2009 the global cumulative capacity exceeded 21 GWp. The European Union contributes to around 75 % of the global cumulative capacity. The PV market deployment is to a large extent dependent on the political framework of any given country. Support mechanisms are defined in national laws. The introduction, modification or fading out of such support schemes can have profound consequences on PV industries. PV Market forecasts therefore depend on a deep understanding of the political framework.
    • 3.1 PV market 2009 Solar PV generates electricity in over 100 countries and While Germany has played a major role in advancing PV and continues to be the fastest growing power-generation driving down costs, its importance will decline as other technology in the world. An estimated 7 GW of grid-tied countries step up their demand and reduce the industry’s capacity was added in 2009, increasing the existing total by 53 reliance on a single market. percent to about 21 GW. Italy came in a distant second after Germany, installing 710 MW and more than doubling its 2008 additions due to high This was the largest volume of solar PV ever added in one year feed-in tariffs and a good national solar resource; such strong and came despite a precipitous decline in the Spanish market growth is expected to continue. relative to 2008. Solar PV accounted for about 16 percent of all new electric power capacity additions in Europe in 2009. Other strong markets in Europe included the Czech Republic, Cumulative global PV installations are now nearly six times which saw a nine fold increase in total capacity relative to what they were by the end of 2004. Analysts expect even 2008—to 411 MW—thanks to generous feed-in tariffs for higher growth in the next four to five years. solar PV. The country installed more new PV per capita than any other country except Germany. It was followed by Belgium Germany again became the primary driver of PV installations (292 MW), France (185 MW), and China (160 MW). 3.8 GW added—about 54 percent of the global market. This was far above Spain’s prior record-breaking addition of 2.4 GW The trend toward large-scale (greater than 200 kilowatt) PV in 2008, and brought Germany’s capacity to 9.8 GW by the plants continued around the globe, with the number of such end of 2009, amounting to 47 percent of existing global solar plants exceeding 3,200 in 2009, up from roughly 2,450 the PV capacity. previous year. These facilities totaled some 5.8 GW of capacity, more than five times the 2007 capacity, and accounted for more than a quarter of existing global PV capacity by year-end.
    • 3.2 PV market scenario until 2015 The European photovoltaic PV market, buoyant in 2009, is By the end of 2012 a global cumulative capacity of >50 GWp heading for a similar outcome this year. However, some could be achieved. This is equivalent to the power capacity of turbulence lies ahead as European governments get to grips 50 nuclear reactors. Under the Policy Driven Scenario of EPIA with rapidly escalating program costs. As a consequence, the (European Photovoltaic Industry Association), PV is clearly on pathway to downstream corporate profitability in this region the way to becoming a major global energy source. Germany will become significantly more challenging. is expected to remain the market leader and even increase its market size considerably over the next years. The biggest Faster annual feed-in tariff decline in Germany and revised growth is foreseen for the Rest of Europe particularly in incentive terms in several countries will be partially offset by countries such as Czech Republic, UK, Bulgaria, Italy, France fast growing "start-up" European markets and significant and Greece. adjustments in factory gate module prices and system installed price movements, all of which will form part of the new downstream commercial equation. Therefore investment returns will remain good during the coming years.
    • 4. Nordic Solar Energy A/S A European Solar PV Investment Company In order to satisfy the needs of investors with a budget of EUR 50k+, Onestone Solar Holding B.V. (OSH) has incorporated Nordic Solar Energy A/S (NSE). NSE offers services to investors in acquiring and managing solar PV park investments. Onestone Solar will source and develop the solar PV parks for NSE. Nordic Solar Energy A/S (NSE) will acquire operational and newly developed solar PV parks around Europe. NSE expects to raise EUR 10 million in equity in the next two years; pending the gearing, the total investment capacity of the fund will be between EUR 30–40 million. This is equivalent to 10 – 15MWp in projects. The solar PV parks will vary between 1– 5MWp in size (the Assets). Almanse-Spain, 3MW
    • 4.1 Mission, vision and strategy Mission Strategy Nordic Solar Energy will create access to attractive The vision shall be achieved with the successive investments within solar energy production for small to implementation of a number of capital increases and medium sized private investors. investments in solar energy facilities. With the basis in the project pipeline the goal is, as a minimum, the establishment Vision of 10 MWp solar energy facilities in 2011, beginning with the initiation of 1MWp in 2010, 2-3 MWp in the first half-year of 2011 and 8 MWp in the second half-year. In the course of a few years, Nordic Solar Energy will establish At the same time, the company’s project pipeline will be itself as a listed, diversified solar energy company with maintained so there will be about 5-10 MWp of projects production facilities in a number of countries in the EU. constantly in the pipeline. There is an invariable requirement that from the outset, it is clearly demonstrated that the budgeted goals are fulfilled so the investors’ rate of return is taken care of. This will create the basis for the ongoing capital increases and be a prerequisite in order to achieve the goal regarding size and liquidity.
    • 4.2 The concept Nordic Solar Energy’s mission is fundamentally build on the desire to create easier access to investments in solar energy facilities. NSE wants to create a liquid, diversified portfolio of attractive solar energy investments in one joint solar energy company, which in time will be assessed and valued at the level of a high-interest bond. The key words in the concept are: a) Attractive return b) Attractive risk profile c) Access to a strong team d) Liquidity and exit option Zerre - Germany, 1MW
    • 4.2 The concept Re a) Attractive return Re b) Attractive risk profile NSE invests in solar energy facilities with a return that It makes no sense to estimate the size of the return without significantly exceeds the return on long-term bonds. Currently, simultaneously assessing the risk of the investment. The risk a realistic goal is a return of about 10-15% p.a. on a portfolio has several dimensions when investing in solar energy of solar energy facilities, but in the future this return can vary facilities, but fundamentally, the investments have an depending on the development in the market for solar energy. attractive risk profile. The investments are characterized by: The essential aspect is that the return, at any time, is proportionate to the risk that exists in the investment. – State guaranteed prices for the produced kWhrs. The objective of the Company is to establish a portfolio of – Stable solar radiation, which in individual years rarely fluctuates by more than +/- 3-5% in relation to the historical solar energy facilities that provide investors with an attractive average return with a relatively low risk. The return objective (project – A stable electricity production via a simple, thoroughly IRR on equity after tax) is >10% p.a. for operational parks and tested technology and facility without moving parts, and >15% p.a. for newly developed parks on the complete – Predictable costs for operation and maintenance portfolio in the current market. Part of the return will be in the form of dividend, which in the initial years is expected to be at NSE’s aim is to make the investment as transparent as the level of 6% p.a. possible. This is being achieved by standardising all required The background for the objective of about 10-15% return per contracts to the maximum extent possible. As a result, the year is based on the portfolio of potential investments that are investments can be characterised as low operational risk with immediately within NSE’s reach. a stable long term cash flow. One of the strengths of NSE is the diversification way of thinking. NSE spreads its • Please note: final IRR depends amongst others heavily on investments over a number of different solar energy facilities equity-debt funding and cost of debt. in different stages of development in various EU countries.
    • 4.2 The concept Re c) Access to a strong team Re d) Liquidity and exit plan NSE provides the investors access to a strong team of The investment period of the assets is variable: 3-25 years, competences. On the one hand, the management, Nikolaj Hoff pending local subsidy rules & regulations and investment and Erik Hougs, have competences within long-term horizon of the investors. investment, establishment and operation of investment companies as well as access to raising capital. On the other Nordic Solar Energy’s objective is to create liquidity in the hand, the co-founders/shareholders of Onestone Solar Holding companies shares. This may be through an IPO on the OMX B.V. (OSH), have industry insight and networks within the solar NASDAQ stock exchange, but alternative exit possibilities for energy industry. investors are: Both parts are crucial to be able to carry out successful – Sale of shares to other investors investments in solar energy facilities. All shareholders of OSH – Sale of complete Company to other investors have long international careers in the solar energy industry – Sale and/or dismantling (part of ) the assets and through the company, Onestone Solar Projects B.V., they have access to a pipeline of projects in the EU. Nilolaj Hoff, Erik Hougs, Marinus Boogert in front of Zerre V, Germany
    • 4.3 The organization The Board of Directors NSE is managed by a board of directors of 3-7 persons and NSE’s board of directors supervise that investments conducted daily operations (investments and capital raise) is managed bys NSE Management on behalf of NSE are in accordance with through a management contract between NSE and a the investment policy of NSE and thereby the board of directors approves all investments. At NSE’s ordinary general management company NSE Management. The purpose of the meeting the board of directors will be elected and must management contract is to secure, that NSE does not comprise 3-7 persons who are elected for one year at a time. participate in start-up costs and has a simple and transparent cost structure, without fixed costs. The administration and Initially the board of directors comprise of: operation of each facility is outsourced to external parties in each country. Marinus Boogert, the Netherlands (chairman) Per Blinkenberg-Thrane, Denmark When the investment portfolio reaches a size, where an IPO is desired, the minimum organization to achieve this will be put Iben Mai Winsløw, Denmark in place. The board of directors may alternatively decide to negotiate a management contract including this service.
    • 5. Company structure Introduciton Company structure Investors will buy a stake in Nordic Solar Energy A/S (NSE), The company is organized in a group structure where NSE which is a Danish private limited company and thus subject to owns shares in the companies containing the solar energy Danish tax legislation. NSE invests in solar energy facilities facilities in the relevant European countries. through wholly or partially owned companies. Each solar energy facility is thus its own company with a local Investment in a solar energy facility takes place with the administration agreement, which ensures the necessary establishment or acquisition of a company in a given country. reporting and local operation and maintenance agreements as In so doing, a portfolio of shares in companies in a number of well as the monitoring and operation of the solar energy EU countries is built up with each company containing a solar facility. The establishment of the facility itself takes place energy facility. based on a total EPC contract, which contains engineering calculations, component procurement and contractor work.
    • 6. Capital structure In order to achieve the best possible return for the shareholders in NSE, the highest possible degree of financing of the individual projects is pursued. The bank financing of Investors each facility will be negotiated as part of the investment agreement that is made and the liability for the debt financing will be in the local subsidiary with security in the solar energy facility. Thus, NSE’s shareholders will not be liable for debt registered in the portfolio companies. Likewise, the local companies are NSE Management A/S Nordic Solar Energy A/S not liable for each other. The degree of financing is typically between 70 and 80 percent. The lowest degree of financing is obtained in the less developed central and eastern European • Portfolio management • Due diligence countries, while a higher degree is obtained in, e.g. Germany • Administration and France. SPV1 SPV2 SPV3
    • 7. Investment policy All Nordic Solar Energy’s investments in and possible NSE invests in solar energy facilities within the framework of divestments of solar energy facilities must be decided by the European Union. The solar energy facilities must be majority vote of the board of directors. The framework for located in local companies, and investments may be made decisions concerning investments is laid down in NSE’s either by establishing companies which take over all the rights, investment policy. obligations and contracts for the solar energy facility or through investment in an already established company. The investment policy may be adjusted on an ongoing basis by the board of directors of NSE reflecting the shareholders’ NSE’s investments are characterized by: interests and market evolution. – The purchase of partially or fully developed solar energy projects which through injections of equity can be constructed and commissioned, and where a legal and technical due diligence can be performed. – The purchase of operating solar energy facilities of which the performance is guaranteed by a legal and technical due diligence.
    • 7.1 Return and risk NSE aims at a return of 10-15% p.a. on the overall solar If this return target is reduced, it should preferably reflect that energy portfolio. The point of departure for achieving this the risk is simultaneously reduced so the overall investment at return is that individual solar energy facilities should have the time will still be attractive. returns in excess of 10-15% p.a. in order to cover NSE’s investment-related costs. In NSE, return on investment stems from a combination of dividend payments and capital gains on NSE shares. Dividends However, return must always be viewed in relation to the risk are distributed from the subsidiaries and channeled on to associated with each investment. For example, investments in NSE’s shareholders. The aim is to maximize the regular German solar energy facilities are usually low risk because of dividend payments, in that NSE wishes to see excess liquidity the German government guarantee and the size and maturity from the underlying companies paid out in dividends. of the market. Consequently, investments in German solar energy facilities are less profitable, but nevertheless attractive in some cases by virtue of the low risk. As the solar energy markets mature in each EU country, the return available in the markets is expected to decline. Thus, it cannot be excluded that at some time NSE may have to reduce its 15% p.a. return target.
    • 8. Summary • Focussed fund, restricted only to: • Expected IRR on equity after tax: – Operational parks – >10% p.a. for operational parks – Newly developed solar PV parks – >15% p.a. for newly developed parks – European Union countries • Fees: • Operational efficiency through standardisation of contracts – No start up costs and no fixed management fees – All IRRs are net investor return on investment including • Full technical-, legal-, financial and insurance due diligence transaction fee’s – Standard transaction fee’s to the management • The target capitalisation for 2011 is: company: – EUR 10 million equity • 3% on capital raised – EUR 30-40 million in Assets • 3% on gross acquisition price • Assets ranging from 1-5MWp • Investment horizon: 3-25 years
    • 9. Appendix This confidential Memorandum is furnished on a confidential Company Details basis to a limited number of potential investors and advisors for obtaining feedback on the investment proposition. All information contained in this Memorandum is Confidential and Onestone Solar Holding B.V. the recipient should engage all its efforts to keep the Keizersveld 13 information Confidential. The Memorandum is to be used NL 5803 AM Venray solely by the person to whom it has been delivered. The The Netherlands information contained herein may not be reproduced, transmitted or used in whole or in part for any other purpose, nor may be disclosed without prior written consent of M. Boogert. Nothing of this Memorandum may be used for any Marinus Boogert purpose except to evaluate and engage in discussions Managing Director concerning the Investment Company. M +31 (0)6 1530 9991 E mboogert@onestonesolar.com Potential investors should not construe the contents of this I www.onestonesolar.com Memorandum as legal, tax, regulatory, accounting or investment advice and each potential investor is urged to consult its own advisors with respect to the consequences of its potential investment in the Investment Company.