Gruenwald, November 12, 2020 – Yesterday, Pacifico Renewables Yield Group (the parent being Pacifico Renewables Yield AG, ISIN: DE000A2YN371) (the “Group”) secured exclusive access to a 51.8 MW wind farm portfolio in Poland. The wind parks are currently under construction and once fully operational are supposed to produce approximately 191 GWh of purely green electricity per year, saving more than 154,000 tons of CO2 per year. Initially, the Group intends to refinance existing subordinated debt at the target company. Later on, after successful completion of the construction phase, the Group aims at finalizing negotiations to acquire equity ownership of the project.
The 51.8 MW project developed by Pacifico Energy Partners GmbH, the Group’s strategic partner, comprises three wind energy parks with a total of 20 Vestas wind turbines. The construction of the wind parks is at an advanced stage with no significant delays so far, despite the global COVID-19 pandemic. It is expected that the first electricity can be generated by the end of 2020. Full commercial operation is scheduled for March 2021. Total initial P50 electricity production for all parks once fully operational, is expected to be approximately 191 GWh p.a. This electricity is supposed to be marketed through a combination of a 15-year inflation-linked public support mechanism, 3-year fixed price power purchase agreements and electricity sales on the open market.
The three project companies, each wholly-owned by the target company, have senior debt financing and ancillary facilities in place which were provided by Bayerische Landesbank. The term loans in total amount to PLN 225,150,000 (approximately EUR 50 million)¹ and are scheduled to mature on June 30, 2037. All-in (incl. hedging costs), the weighted annualized financing costs for the term loans amount to approximately 3.6% p.a. for the operational period. Interest rates for the full debt repayment profile of the senior term loans are hedged through interest rate derivatives.
The target company holds subordinated debt of approximately EUR 38.7 million², which the Group intends to refinance with the net proceeds from a rights issue. The Group and the target company agreed on an indicative term sheet regarding the intended refinancing. The loan shall have a term until the end of 2024 at an interest rate of 6.45%, provide for market standard covenants (including a prohibition to pay dividends prior to full repayment of the loan) and be secured through a first-ranking pledge over the shares in the target company. The refinancing paves the way for a potential later acquisition of the wind farms following their commercial operation date in the financially most attractive way for the Group.
In addition, the Group and the seller set out certain key commercial terms in a non-binding letter of intent and agreed on exclusivity of negotiations through the end of 2021. Based on an enterprise value of approximately EUR 103 million³ for a hypothetical full acquisition of the project as of November 30, 2020 an expected levered equity IRR over the lifetime of this project of approximately 7% was estimated⁴.
“Once again we demonstrate our ability to structure acquisitions and debt instruments efficiently and for the benefit of our shareholders. With this potential gradual take-over we mitigate risks and ensure that proceeds will be invested immediately”, highlights Co-CEO Dr. Martin Siddiqui.
After a successful completion of this potential acquisition in 2021 and the successful closing of the recently announced 15.6 MW onshore wind transaction in Germany, the Group’s portfolio would increase to a total capacity of 148.4 MW, which means the Group is on track to complete phase 2 of its growth strategy.
Entering the Polish market provides additional geographical and technological diversification and attractive opportunities for the Group. Co-CEO Christoph Strasser highlights: “With excellent wind conditions and comparably high electricity prices, the Polish market offers strong fundamentals. In addition, we see substantial further growth opportunities for renewables in the European Union’s second most CO2-intensive economy.”
Sullivan & Cromwell LLP has been acting as German law legal counsel to the Group. Dentons Europe Dąbrowski i Wspólnicy sp. k. provided legal due diligence services to the Group. DNV GL Poland Sp. z o.o. was mandated as technical advisor. An international financial services firm acted as tax advisor to the Group. An international professional services network firm acts as fairness opinion provider to Pacifico Renewables Yield AG’s supervisory board.
About Pacifico Renewables Yield AG
Pacifico Renewables Yield AG is an independent energy producer listed on the open market of the Dusseldorf Stock Exchange with additional requirements (Primärmarkt) (ISIN: DE000A2YN371) with the aim of building up a gradually growing portfolio of plants for energy generation from renewable sources. With operational wind and photovoltaic power plants spread across Europe, the Company offers a clear and diversified profile with stable and predictable earnings.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Pacifico Renewables Yield AG or of any of its subsidiaries. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding securities of Pacifico Renewables Yield AG should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free of charge on Pacifico Renewables Yield AG’s website (tion.hfdev.uk).
The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as “Relevant Persons”)). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area other than Germany, any placement of securities is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning an investment in shares of the company. Investors should consult a professional advisor as to the suitability of the shares of the company for the person concerned.
This press release may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of Pacifico Renewables Yield AG (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, “estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Management Board of Pacifico Renewables Yield AG and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. We will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will we reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and we do not assume any obligation to do so. We do not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.
¹ Using an exchange rate of 4.4870 PLN per EUR as of November 9, 2020, as published by the Polish central bank (Narodowy Bank Polski).
² Including expected accrued interest on December 31, 2020.
³ Using an exchange rate of 4.4870 PLN per EUR as of November 9, 2020, as published by the Polish central bank (Narodowy Bank Polski).
⁴ In addition to the enterprise value, this estimation is based on certain other assumptions related to, i.a., production, power price, exchange rates, inflation, operational expenditure, key tax items, asset lifetime, interest rate and electricity marketing split. However, investors should not rely on this internal estimation as it may turn out to be inaccurate, e.g. due to inaccurate modelling, inaccurate assumptions or subsequent changes to assumptions.