IPFA Project Finance Advisory

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Project Finance | M & A | Renewable Energy | Infrastructure
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I P F A PROJECT FINANCE ADVISORY Limited RESERVES THE RIGHT TO CHANGE SERVICES
AND FINANCE INFORMATION WITHOUT NOTICE.
Services and projects discussed herein are for reference purposes only. All information discussed herein is
provided on an “AS IS” basis, without warranties of any kind.
This document and all information discussed herein remain the sole and exclusive property of I P F A
PROJECT FINANCE ADVISORY Limited. No license of any patent, copyright, mask work, trademark or
any other intellectual property right is granted by one party to the other party under this document, by
implication, estoppel or otherwise.
I P F A PROJECT FINANCE ADVISORY Limited services and products are not intended for use in life
support, critical care, medical, safety equipment, or similar application where product physical and chemical
characteristics could result in loss of life or personal or physical harm.
For updates or additional information contact us through www.ipfa.finance
All brand names, trademarks and registered trademarks belong to their respective owners.
Copyright 2014
I P F A PROJECT FINANCE ADVISORY Limited
All rights reserved

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London, UK | Athens, GR | Miami, US

OUT OF
ORDINARY
PROJECT FINANCE ADVISORS

O OUT OF
ORDINARY
FINANCE ADVISORS
Riyadh, KSA | Zurich, CH

OUT OF
ORDINARY
PROJECT FINANCE ADVISORS
Dubai, UAE | Bangalore, IN | Kiev, RUS

“We know our customers’ markets from years
of firsthand experience.
w our customers’ markets from years of
This means we can create solutions that help
our customers become more successful in their
markets.
We are uniquely placed to understand
Financial risk, enable opportunity and support
long-term business performance.
Our people, our engineering heritage and our
financial expertise allow growth to happen in
new ways.
Gordon, BATMAN
Executive VICE PRESIDENT

Professionalism in our business is NOT
SPORTMANSHIP
If we don’t succeed, we won’t be in our
profession FOR LONG
In our society it’s not about GOOD or
BAD
“

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We anticipate and prepare for
the future needs of our Clients
by actively seeking new ideas
and using innovative strategies
to outperform competition.

“
Stefan, MENDONIS | MA, MBA
Head of Commercial & PF
Yiorgos, ANDRIANOPOULOS | PE, M.Eng, M.Sc
Senior SIR Project Finance Business Partner
OUT OF
ORDINARY
PEOPLE
We anticipate and prepare for
the future needs of our Clients
by actively seeking new ideas
and using innovative strategies
to outperform competition.
Aligning ourselves with the
growth fields of Global Energy,
Solar, Infrastructure,
Renewables and Natural
Resources we support customer
investments with Project
Financing and Structured
Finance in Energy and
Infrastructure.
Our financial and
industry know-how
creates customer value
and enhances customer
competitiveness while
building trust in new
technologies and
facilitating their market
launch.
Aniza, DELIALIZI | M.Sc, CFA
Commercial Banking Expert
Abdulbakher AL FARAA | ACCA
PPP/PFI Specialist

“
OUT OF
ORDINARY
PROJECT FINANCE
STRUCTURES
At I P F A we
recognize that
major project
finance structures
are not selected,
they are shaped.
We work with our
Customers to
shape ideas into
viable structures.

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The seeds of success or failure of
individual major projects
are planted very early and
nurtured over time as choices
and risks emanate from the
dynamics of the project–those
associated with the market and
those related to political, social
and economic setting.

Business & Infrastructure
Development
Strategic Analysis
Industry Research
Mergers & Acquisitions
incl. due diligence procedures
Project Financing in
Renewable Energy, Natural
Resources and
Infrastructure
Structured Finance
Valuation
I P F A is a leading independent
“boutique” Project Finance Advisory
firm focused on delivering financial
solutions and services to the Global
Energy, Natural Resources and
Infrastructure Markets.

As a private and independent firm we are not
distracted by quarterly earnings mindset nor do
we favor one technology or investor over another.
Our quirky service offering to public and private
sector clients consists of full range of financial,
strategic and procurement advisory services on
Global Energy, Natural Resources and
Infrastructure Projects.
INDEPENDENT
MINDS

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PoweringSolarEnergyIn
AfricaWithPay-As-You-Go

”
“
Urooj MEHTA | CPA
Head of the Infrastructure Finance
Unit
Neil JONES | RIBA
Structured Finance Adviosr
Our experience
within the
markets we serve
is unparalleled.
Each service line
comes with a
significant
background in
providing client-
driven service.
Highest priority is helping
Governments, Funds,
Investment Banks, and
Companies reach their
financial goals.
We provide unbiased
advice from a domain
expertise perspective and
we add value by
creating highly
personalized solutions to
our Customers.
Our Customers are public
bodies, private investors
and international
development institutions.
I P F A΄s team of senior professionals
has a combination of investment
banking, PPPs, project finance,
corporate finance, technology, energy
and solar/power plant along with
infrastructure expertise.

I P F A Financial Services provide business-to-business financial
solutions, based on our extensive experience in project preparation,
implementation and monitoring.
We know that in fast moving industries and emerging markets to
stand still is to left behind. That is why we continuously evolve and
innovate. We boast about our specialization in developing and
implementing financial solutions for Global Energy, Natural
Resources, Infrastructure and Government projects.
Our Customers know that they can rely on us not only for help in
addressing their current financial need, but also remain a valuable
partner as situations change.
INNOVATIVE
SOLUTIONS

(including solar, wind, hydro,
geothermal, waste-to-energy,
biomass, coal and gas-fired facilities).
Our services include debt and equity
capital raising, project finance
advisory, M&A, financial and
technical project due diligence,
financial structuring, expert financial
modeling, and analytical services.
We have advised clients in Asia,
Africa, EU, LatAm and North
America, and actively work with
acquirers and sellers of solar power
generation assets across the globe.
Since I P F A was first-launched as
an employee-owned company back
in 1990 in UK, we have become one
of the most respected providers of
Project Finance, Financial Structuring
Technical and Management Support
services in the MENA, LACAR and SE
ASIA.
I P F A assists project developers and
sponsors, strategic and financial
investors, commercial lenders,
government institutions, multilateral
banks and export credit agencies in
the development, acquisition,
financing and restructuring of power
generation assets
MULTIPLE
TALENTS

I P F A is strategically located at the most innovative centers in
the world when it comes to both Conventional and Renewable
Energy.
We have a wide network of Independent Consultants around
the world on which we draw on our expert Associates and SVPs.
Each team member have advised Clients on a multitude of
transactions across a variety of technologies and industries.
And with strategic initiatives in Europe, CIS, Latin America and
Asia as well as North America we are well equipped to handle
our Client’s cross-border challenges.
GLOBAL
PRESENCE

I P F A advised SAG Solarstorm on the project financing deal of the
48MW Serenissima solar plant in Rovigo, Italy. The 118 million Euros
deal closed with Glennmont Partners (formerly known as BNP
Paribas Clean Energy Partners).
After the settlement of payables and the repayment of the project
bridging loan granted by Deutsche Bank n the amount of around
EUR 80 million, SAG Solarstrom secured liquid funds of more than
EUR 50 million.
Covering a surface area of around 120 hectares, Serenissima is the
second largest solar plant in Italy to be financed under a single
project financing. The project financing was advanced by a banking
syndicate consisting of Deutsche Bank AG, the Bayerische
Landesbank, Landesbank, HessenThüringen, Girozentrale and KfW
IPEX-Bank.
The I P F A team included CEO Gordon Batman, Senior Project
Finance Business Partner Yiorgos Andrianopoulos, associate Damien
Hughes, junior associates Maria Pantos and Elena de Gregori.
Partner Aniza Delializi advised on tax aspects, with partner Homer
Falsiani and senior associate Manolo Pambos assisting with antitrust
issues.
PROJECT FINANCE TRANSACTIONS
48 MW Solar Plant
GLENNMONT PARTNERS, SERENISSIMA, ITALY

First Project Bond
ASI, ITALY
I P F A Team advised Natixis and the other bank and bond
financiers on the first project bond in Italy and a landmark debt
refinancing of ASI, a leading solar PV portfolio.
This transaction, which is the first of its kind in Italy, comprises an
innovative debt package which merges features of a banking
facility with those of a bond issue. Natixis acted as sole arranger of
the entire financial package (bond and loans), sole bookrunner, sole
underwriter, transaction agent, facility agent and sole hedging
bank. The deal was successfully distributed to international and
domestic institutional investors and banks.
It is one of the first secured hybrid transactions in the European
renewable sector. ASI will use the proceeds from the refinancing to
incorporate seven solar PV plants under one umbrella structure,
whereas previously the plants were financed on an individual basis.
The project bond and the project finance loan are both nonrecourse
senior secured, unwrapped and unrated for an amount of circa
EUR165M. The project bond and the project finance loan have a
maturity of 14 years.
The arrangement also includes a liquidity facility and a VAT facility.

Foresight Solar Fund
I P F A advised Stifel Nicolaus and J.P. Morgan Cazenove as joint
bookrunners on the £36.1 million placing by Foresight Solar Fund
Limited (FSFL), a closed-end investment company which invests in
operating ground based UK solar power assets.
FSFL is part of the London-based asset management company
Foresight Group, issued 36,132,418 new ordinary shares at a price of
103 pence per share, raising gross proceeds of £36.1 million.
The proceeds will be used to repay the existing acquisition facility
and to take advantage of additional investment opportunities
identified in the UK market.
The I P F A team was led by Corporate Partner Gordon BATMAN,
managed by Senior Business Partner Yiorgos ANDRIANOPOULOS
and followed Commercial Banking Expert Aniza DELIALIZI.
UK

Marine Current Turbines
I P F A advised Marine Current Turbines Ltd on the deal with
Atlantis Resources, a global leader in the tidal power sector in an all
share deal.
On the other side Ashurst advised Atlantis Resources on a loan
package to be provided by leading Scottish energy services
contractor Global Energy Group to finance the on-going working
capital requirements. The acquisition and financing are conditional
upon certain conditions precedent being satisfied.
The deal with Atlantis, which consolidates two world-leading tidal
technologies, includes MCT's extensive seabed rights, existing projects,
staff and intellectual property, creating one of the largest portfolios
of tidal current power projects in the UK under the Atlantis
Resources power generation business.
Under the terms of the acquisition, MCT will receive 9.99% of
Atlantis Resource's enlarged issued share capital as sole consideration
for the sale.
The I P F A team was led by European SVP Klaus BLINCK, Senior
Business Partner Yiorgos ANDRIANOPOULOS, counsel John HARDIE
(for the acquisition) and senior associate Katie FRANCESCAN (for
the financing), assisted by associate Helena RAJESTIC and legal
consultants Nicolas PAGE and Kate LONGUE.
EDINBURG | UK

60.4 MW Solar Plant
I P F A acted as lead project finance advisor on behalf of Unicredit
Bank AG, lender of a consortium of sponsors on the acquisition of a
60.4 MW solar plant located in Karadzhalovo, Bulgaria. The plant
was acquired by solar energy services provider SunEdison and the
deal was part of the flip by the sponsors in the existing project
financing.
The group of sponsors includes First Reserve Energy Infrastructure
Advisors, L.L.C., International Company for Water & Power Projects
and Crescent Capital Advisory Ltd. The lenders include Overseas
Private Investment Corporation, International Finance Corporation,
Unicredit Bank Austria AG and Unicredit Bulbank AD.
The plant, which started operating in March 2012, has been
developed under the Bulgarian Renewable Energy Act scheme and
employs polycrystalline silicon cells. The plant is one of the largest PV
plants in Bulgaria and is particularly important in a country where
up to 50% of the overall energy is produced through coal plants.
The transaction highlights the increasingly strategic importance of
Eastern European countries for renewable energy plants in light of
cuts to solar subsidies in Western Europe.
UNICREDIT BANK AG | BULGARIA

52.5 MW Shams Ma’an PV
Shams Ma'an is an approximately solar PV facility being constructed
in the Ma'an Development Area. The project is backed by a 20 year
PPA from NEPCO.
I P F A advised Mizuho Bank on the successful US$129 million
financing of the Shams Ma'an PV solar power generating project in
Jordan.
I P F A worked with Ashurst that acted as international legal counsel
to Japan Bank for International Cooperation ("JBIC"), Nippon Export
and Investment Insurance ("NEXI") and the commercial lenders.
The facilities comprise an approximately US$ 77 million JBIC direct
loan facility and an approximately US$52 million facility provided by
the commercial banks and backed by NEXI cover.
Shams Ma'an is currently the largest solar photovoltaic power project
under development in Jordan and the largest in the Middle East
financed by commercial lenders. It is the first time JBIC has provided
direct financing to a project of this kind.
The project will be constructed, operated and maintained by First
Solar Electric LLC .
AMMAN, JORDAN

SOLAR ENERGY GENERATION
100 MW Concentrated PP
South Africa recently saw the inauguration of its first concentrated
solar plant in the small town of Pofadder in the Northern Cape
Province. Τhe 100 MW plant will light up 80,000 households, with
the additional benefit of reducing South Africa’s carbon emissions by
300,000 tonnes every year.
With 360,000 parabolic trough mirrors and 2.5 hours storage
capacity, this plant is the largest in the Southern hemisphere. And it
could not have come at a better moment as South Africa’s power
utility Eskom is currently struggling to cope with increasing demand.
Through this project, the developer – Spanish Abengoa - has assisted
in transferring European technology into Africa and created close to
1,000 jobs during the construction phase of the plant alone.
I P F A has played a complementary role to the domestic capital
markets, dealing and supporting with refinancing from EIB.
Domestic commercial and development banks, participated in the
project via First Rand Bank and the Development Bank of Southern
Africa.
The renewable energy projects in the Province have left an indelible
mark on the social structures of the once sleepy towns of the
Northern Cape.
NORTHERN CAPE PROVINCE, S. AFRICA

500 MW Noor Solar Program
I P F A and assigned teams were all pleased to provide model audit
services for World Bank including a full tax and accounting review.
I P F A also acted as international finance counsel to the commercial
lenders EIB, KFW and AfDB . The facilities comprise an
approximately EUR 1.7 billion direct loan facility. World Bank is to
partly finance the second phase of the 500 MW Ouarzazate project.
The World Bank is providing $400 million directly, while its Clean
Technology Fund (CTF) is to grant $119 million. German state-owned
bank KfW [KFW.UL] would be the largest lender for the two plants
as it has granted Morocco 654 million euros ($824 million). The
African Development Bank (AfDB), the European Commission and
European Investment Bank are financing the remaining amount.
MASEN, the Owner, has chosen parabolic mirror technology for the
200 MW concentrated solar plant at an estimated cost of 1 billion
euros, while the 100 MW plant, expected to cost 700 million euros,
will be built as a solar power tower.
QUARZAZATE, MOROCCO

I P F A has advised Bangchak Solar Energy Company Limited, a
subsidiary of Bangchak Petroleum Public Company, to two solar
power projects in Thailand financed on a limited recourse project
finance basis.
Bangchak is the borrower under the facilities from Asian
Development Bank ("ADB") and The Siam Commercial Bank Public
Company Limited ("SCB"). The financing closed on 11 April 2013.
Each project entails the construction of a 16MW solar power
generation plant, with a combined total capacity of 32MW.
32 MW Thai Solar Power
BANGCHAK SOLAR ENERGY, THAILAND

Gujarat Rooftop Solar
With over 300 days of sunshine a year, the state of Gujarat in
western India is hoping to harness this plentiful resource by pushing
forward with the Gujarat Rooftop Solar project and a carbon
emissions reduction program.
The state plans to install 500 megawatts (MW) of solar capacity by
March 2014, and I P F A was appointed to help execute this rooftop
initiative and to advise on technical, legislative, analytical and
marketing support. The pilot project produced 5 MW of power
entirely from solar photovoltaic panels installed on the city of
Gandhinagar’s.
Azure power and SunEdison each won one of the two 2.5 MW
projects, with the 25-year concession agreements signed in April 2012.
The pilot received financial support from the Netherlands and
Finland. Besides attracting $15 million in private investment, 10,000
people will benefit from increased access to clean power at
affordable prices and 6,000 tons of carbon emissions are expected to
be avoided per year. The government also stands to benefit from a
net annual revenue stream of $400,000 for 25 years. Overall the
project is a standout as it
demonstrates the technical, regulatory, and financial viability of
rooftop solar panels, which will enable the expansion of solar power
in Gandhinagar and elsewhere in India.
Due to the success of the PPP, I P F A is already working on similar
projects in five other cities in Gujarat and in other states in India.
INDIA

POWER
25 MW Methane Power Plant
As part of our Team’s mandate, I P F A offered advice on the
appropriateness of the existing legal and regulatory framework, in
terms of Rwanda’s ability to attract private investment and similar
infrastructure transactions, and in terms of Rwanda’s ability to
manage the social, economic, and environmental impacts of such
transactions.
I P F A drafted any new primary or secondary legislation, or
legislative amendments, necessary to facilitate the Plant and similar
infrastructure transactions, and manage the social, economic, and
environmental impacts of such transactions.
As part of the Transaction Support activity, the Team provided the
drafting of regulatory instruments necessary to facilitate the Plant
and manage the social, economic, and environmental impacts.
Along with that, I P F A drafted the agreements with private
investors, lenders, or other parties, necessary to effect the Plant and
manage the social, economic, and environmental impacts of the
Plant
Followed that I P F A provided assistance, given in consultation with
the Transaction Advisor, to the Project Steering Committee (“PSC”)
during the negotiations with the private investors.
LAKE KIVU | RWANDA

TRANSPORTATION
Sao Paulo Metro Line 4
When the World Bank began to consider supporting the
construction of São Paulo’s fourth metro line in 2001, the city’s
metropolitan area was home to 16.8 million people and growing.
An extensive public transport network was indispensable, but, as the
World Bank noted in a report, even with 270 kilometers of rail
network and three metro lines, the existing services were
inadequate.
High fares and lack of interconnectivity between metro and rail lines
was driving up car use and congestion on the roads, and access to
jobs was uneven across the area. The state government wanted to
introduce private capital and management to the public transport
system, but with the country’s PPP law not yet in force, civil works
were procured conventionally instead.
Our I P F A Team managed to set procurement objectives: required
MRT network element at best value for money (VfM); government
control of fare policy; consistency with MRT network-wide integrated
fare and ticketing arrangement. We also determine bid variable(s)
which would best secure the said objectives and consequently the
bid evaluation method to secure objectives above was determined
as well.
Finally, we prepare bid terms of reference, scope of work and
associated documentation to go out with request for proposal.
WORLD BANK | BRAZIL

TRANSPORTATION
Gautrain Rapid Rail Link
The all-new system was a game-changing concept in public
transport in a country where under-funding and political
indifference had reduced the existing transport networks to a level
where they were unsafe and decrepit.
I P F A identified at least three PPP/concession forms – with
increasing level of financing provided by the private sector – under
which the Gautrain Rapid Rail Link could be implemented. i.e. no
private investment but privately managed operations, partial
private investment (superstructure and equipment) and privately
managed operations, full private investment (infrastructure,
superstructure and equipment) and privately managed operations.
Additionally, we analyzed each of the PPP/concession options and
recommended the best applicable model based on South Africa’s
legal and regulatory arrangements, potential attractiveness to the
private sector and bankability.
Financing was complicated by the necessary financial involvement
of Gauteng Province as the grantor, providing generous subsidies
during construction and into the operating period to ensure the
economic viability of the project. The local banks that underwrote
the project were financing the first rail PPP in Africa, which at the
same time has the largest debt funding requirement of a South
African PPP to date.
GAUTENG PROVINCE | SOUTH AFRICA

w3.IPFA.finance
Disclaimer:
The information and opinions presented herein are meant only for factual purposes and do not
intend to reflect the situation or circumstances of any project, entity or country.
While all efforts have been taken in gathering information from reliable sources, neither IPFA
Project Finance Limited nor its employees should be held responsible for the accuracy of the
data presented.
The report has been discussed with the management team of each project, entity and/or
country named herein but does not necessarily bear their approval for all its contents,
especially where IPFA Project Finance Limited has stated any judgment/opinion/policy
recommendation.
IPFA PROJECT FINANCE ADVISORY Limited
85 Gresham St | London EC2R 7HE | UK
Seestrasse 78 | 8802 Kilchberg | CH
Internet: www.ipfa.finance
Email: info@ipfa.finance
MASDAR CITY, ABU DHABI, UAE | ‫ﻣﺻدر‬ ‫ﻣدﯾﻧﺔ‬

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