The Solar Future in Belgium
        Infrastructure Investor: DG Infra+ / DG Infra Yield




March 23, 2011
2




DG Infra+ and DG Infra Yield
sponsored and managed by GIMV and Dexia

  Infrastructure activities launched end 2007 through a joint-venture of GIMV and Dexia

  2 dedicated and complimentary infrastructure investment funds with EUR 250m of capital
   committed and available for investment

        DG Infra+

        DG Infra Yield

  Team of 8 professionals, located in Antwerp and The Hague (at the premises of Gimv)

  Capital raised from 3th party investors including insurance companies and pension funds

  Investments across different target sectors:

        Public Private Partnerships                       Waste

        (Renewable) energy                                Water

        Transport / Logistics                             Social infrastructure

        Selective real estate                             Telecom / ICT
DG Infra+ and DG Infra Yield
Key terms and features
                                DG Infra+                             DG Infra Yield


Investment Focus     Infrastructure and selective real   Infrastructure and selective real estate
                     estate
Geographical         Predominantly Benelux               Predominantly Benelux
Focus
Risk Profile         Development and/or                  Limited exposure to development and
                     construction risk allowed           construction risk (only when
                                                         subordinated or senior debt
                                                         investments)
Return Profile       Focus on value creation and         Focus on periodic cash distributions
                     capital gains
Financing solution   Equity, Equity-linked debt          Secondary equity, Subordinated debt,
                                                         Senior debt
Fund Size            135 million                         116 million (first Closing)

Incorporation        2007                                2011

Term                 12 years                            30 years
4




PV Installations : who will invest ?

  Not interesting for industrial companies

        Capital intensive - often burden on financial structure

        Not a core asset for industrial companies

        Value destructive: return on asset often lower than capital cost of an industrial company



  Project developers mostly prefer to set up a separate dedicated structure for the financing of
   PV installations:

        Focus on developing – prefer to free-up capital for the next project(s)

        Often not capital intensive companies



  Investment funds / Institutional (direct) investors

        Subject to correct risk / return profile

        Perception of the sector often important (e.g. renewable energy is hot)
5




PV Installations : an easy investment ?

  Different project phases:                             Main participants:

        Development phase                                     Client

        Operational phase                                     Project developer (PD)

        End phase - dismantling                               EPC contractor (EPC)

                                                               O&M contractor (O&M)

                                                               Manufacturers of parts

                                                               Bank (or leasing company)

                                                               Investor

  Each project phase has its specific risks:

        Who is bearing a specific risk ?

        How is the risk managed ?

        Allocate the risk to the participant who can best manage that risk
        Investors are not prepared to take some of the risks
6




PV Installations : an easy investment ?

Main risks in the development phase            … to be allocated to …   … and managed through …

  Stability of the roof                          Client                Building right agreement

                                                                        Insurance contract

  Grid capacity                                  Client                Building right agreement

  Building permit in place (land based)          Client                Building right agreement

  Find appropriate financing                     PD / Client           Building right agreement

  Construction delays                            PD / EPC              Building right agreement

                                                                        EPC guarantee*

  Quality and performance of installation        PD / EPC              Techn. DD / EPC guarantee

  Quality of parts (PV module, inverter, …)      Manufacturer          Techn. DD / suppl. guarantee

  Quality of monitoring and reporting            PD / EPC              Techn. DD / EPC Agreement

  Damage (building or PV installation)           Insurance comp.       Insurance contracts

* remark: the value of a guarantee also depends on the strength of the guarantor
7




PV Installations : an easy investment ?

Main risks in the operational phase              … to be allocated to …   … and managed through …

  Performance of the PV Installation               EPC / O&M                Guarantee EPC / O&M

  Availability of the PV Installation              EPC / O&M                Guarantee EPC / O&M

  Interruption of parts (module, inverter, …)      Manufacturer             Supplier agreement

  Roof renovation                                  Client                   Building right agreement

  Damages (building or PV installation)            Insurance comp.          Insurance contracts

  Retroactive changes to regulation                Client / Investor        Building right agreement

  Radiation                                        Investor / Bank

  Client bankruptcy                                Investor / Bank          building right agreement

  % of local use of electricity                    Investor / Bank          Local PPA

  Evolution of market electricity prices           Investor / Bank          Local / Excess PPA

  Evolution of market interest rates               Investor / Bank          Hedging agreement
  Delayed cash flows                               Investor / Bank          Financing Agreement

  Event of default in financing agreement          Investor / Bank          Financing Agreement
8




PV Installations : an easy investment ?

Main risks in the dismantling phase         … to be allocated to …    … and managed through …

  Ownership of the PV Installation            PD / EPC / Client           Building right agreement

  Dismantling cost                            PD / EPC / Client           Building right agreement




Conclusion

  Investing in PV installations is not an easy and straight-forward exercise

  Varying deal structures, risk allocations and definitions of risk management can have a large
   impact on the returns for investors
9




Return Requirements ?

  The return requirement of the investor is not just a fixed rate, but will depend on:

        Deal structure

        Risk allocation and management

        The strength of the guarantor related to a guarantee

  Some projects can possibly not be financed

  Extensive due diligence:

        Technical due diligence (installation + PV modules)

        Building right agreement

        Insurance contracts

        Local / excess PPA

        EPC Agreement + EPC Contractor itself

        Supplier agreement + Supplier itself
        O&M Agreement

        Financing and hedging agreement
10




2011 and 2012 ?
  The Solar Future in Belgium will definitely depend on the evolution of the following items:

        Minimum guarantees on the green certificates

        Market electricity prices

        Price of the PV modules

        Market interest rates

  However, the Solar Future will also depend on how risks have been and will be allocated and
   managed. If not, this could have detrimental consequences:

        For the client:

              Development phase: delayed PV installation at less favorable conditions

              Operational phase: less local electricity and / or less rental fees

        For the investors / banks: lower returns or even write-offs

        And in the end also for the solar sector itself as it would become more difficult to get
         new clients and investors.

  Hence, the solar sector itself is to a certain extent also responsible for its own future.
11




Questions ?

10 filip audenaert - dg infra

  • 1.
    The Solar Futurein Belgium Infrastructure Investor: DG Infra+ / DG Infra Yield March 23, 2011
  • 2.
    2 DG Infra+ andDG Infra Yield sponsored and managed by GIMV and Dexia   Infrastructure activities launched end 2007 through a joint-venture of GIMV and Dexia   2 dedicated and complimentary infrastructure investment funds with EUR 250m of capital committed and available for investment   DG Infra+   DG Infra Yield   Team of 8 professionals, located in Antwerp and The Hague (at the premises of Gimv)   Capital raised from 3th party investors including insurance companies and pension funds   Investments across different target sectors:   Public Private Partnerships   Waste   (Renewable) energy   Water   Transport / Logistics   Social infrastructure   Selective real estate   Telecom / ICT
  • 3.
    DG Infra+ andDG Infra Yield Key terms and features DG Infra+ DG Infra Yield Investment Focus Infrastructure and selective real Infrastructure and selective real estate estate Geographical Predominantly Benelux Predominantly Benelux Focus Risk Profile Development and/or Limited exposure to development and construction risk allowed construction risk (only when subordinated or senior debt investments) Return Profile Focus on value creation and Focus on periodic cash distributions capital gains Financing solution Equity, Equity-linked debt Secondary equity, Subordinated debt, Senior debt Fund Size 135 million 116 million (first Closing) Incorporation 2007 2011 Term 12 years 30 years
  • 4.
    4 PV Installations :who will invest ?   Not interesting for industrial companies   Capital intensive - often burden on financial structure   Not a core asset for industrial companies   Value destructive: return on asset often lower than capital cost of an industrial company   Project developers mostly prefer to set up a separate dedicated structure for the financing of PV installations:   Focus on developing – prefer to free-up capital for the next project(s)   Often not capital intensive companies   Investment funds / Institutional (direct) investors   Subject to correct risk / return profile   Perception of the sector often important (e.g. renewable energy is hot)
  • 5.
    5 PV Installations :an easy investment ?   Different project phases:   Main participants:   Development phase   Client   Operational phase   Project developer (PD)   End phase - dismantling   EPC contractor (EPC)   O&M contractor (O&M)   Manufacturers of parts   Bank (or leasing company)   Investor   Each project phase has its specific risks:   Who is bearing a specific risk ?   How is the risk managed ?   Allocate the risk to the participant who can best manage that risk   Investors are not prepared to take some of the risks
  • 6.
    6 PV Installations :an easy investment ? Main risks in the development phase … to be allocated to … … and managed through …   Stability of the roof Client Building right agreement Insurance contract   Grid capacity Client Building right agreement   Building permit in place (land based) Client Building right agreement   Find appropriate financing PD / Client Building right agreement   Construction delays PD / EPC Building right agreement EPC guarantee*   Quality and performance of installation PD / EPC Techn. DD / EPC guarantee   Quality of parts (PV module, inverter, …) Manufacturer Techn. DD / suppl. guarantee   Quality of monitoring and reporting PD / EPC Techn. DD / EPC Agreement   Damage (building or PV installation) Insurance comp. Insurance contracts * remark: the value of a guarantee also depends on the strength of the guarantor
  • 7.
    7 PV Installations :an easy investment ? Main risks in the operational phase … to be allocated to … … and managed through …   Performance of the PV Installation EPC / O&M Guarantee EPC / O&M   Availability of the PV Installation EPC / O&M Guarantee EPC / O&M   Interruption of parts (module, inverter, …) Manufacturer Supplier agreement   Roof renovation Client Building right agreement   Damages (building or PV installation) Insurance comp. Insurance contracts   Retroactive changes to regulation Client / Investor Building right agreement   Radiation Investor / Bank   Client bankruptcy Investor / Bank building right agreement   % of local use of electricity Investor / Bank Local PPA   Evolution of market electricity prices Investor / Bank Local / Excess PPA   Evolution of market interest rates Investor / Bank Hedging agreement   Delayed cash flows Investor / Bank Financing Agreement   Event of default in financing agreement Investor / Bank Financing Agreement
  • 8.
    8 PV Installations :an easy investment ? Main risks in the dismantling phase … to be allocated to … … and managed through …   Ownership of the PV Installation PD / EPC / Client Building right agreement   Dismantling cost PD / EPC / Client Building right agreement Conclusion   Investing in PV installations is not an easy and straight-forward exercise   Varying deal structures, risk allocations and definitions of risk management can have a large impact on the returns for investors
  • 9.
    9 Return Requirements ?  The return requirement of the investor is not just a fixed rate, but will depend on:   Deal structure   Risk allocation and management   The strength of the guarantor related to a guarantee   Some projects can possibly not be financed   Extensive due diligence:   Technical due diligence (installation + PV modules)   Building right agreement   Insurance contracts   Local / excess PPA   EPC Agreement + EPC Contractor itself   Supplier agreement + Supplier itself   O&M Agreement   Financing and hedging agreement
  • 10.
    10 2011 and 2012?   The Solar Future in Belgium will definitely depend on the evolution of the following items:   Minimum guarantees on the green certificates   Market electricity prices   Price of the PV modules   Market interest rates   However, the Solar Future will also depend on how risks have been and will be allocated and managed. If not, this could have detrimental consequences:   For the client:   Development phase: delayed PV installation at less favorable conditions   Operational phase: less local electricity and / or less rental fees   For the investors / banks: lower returns or even write-offs   And in the end also for the solar sector itself as it would become more difficult to get new clients and investors.   Hence, the solar sector itself is to a certain extent also responsible for its own future.
  • 11.