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Global Interconnection Group

Investor Presentation Dec 1, 2023

6319_iss_2023-11-30_8516a15e-79ec-4150-af78-e95fa24b7048.pdf

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Global InterConnection Group

Connecting the Energy Transition

Public Warrant Exercise

November 2023

DISCLAIMER

THIS PRESENTATION AND ITS CONTENTS ARE STRICTLY CONFIDENTIAL AND ARE FOR DISCUSSION PURPOSES ONLY AND MUST NOT BE RELIED UPON FOR ANY PURPOSE. THIS PRESENTATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR IN VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.

IMPORTANT: Please read the following before continuing. The following disclaimer applies to this document, any oral or video presentation of the information included in this document and any question-and-answer session that follows such oral or video presentation as prepared or held by Global InterConnection Group Limited (the "Company") or any person on behalf of the Company (collectively, the "Information"). This document has been prepared by the Company for background purposes and is the responsibility of the Company. No reliance may be placed for any purpose on this document or its accuracy, fairness or completeness and, save in the case of fraud, no responsibility or liability is accepted by any person for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions. This document has been given in conjunction with an oral or video presentation to investors and should not be taken out of context. This document is not intended to form the basis of any contract.

This document does not constitute or form part of, and should not be construed as any advertisement or marketing material, any offer or invitation to sell or issue, any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity in any jurisdiction, and no other party accepts any responsibility whatsoever, makes or gives any representation, warranty or other assurance, express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with the Company, nor shall this document or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. In addition, no duty of care or otherwise is owed by any such person to recipients of this document or any other person in relation to this document. Recipients of this document should conduct their own investigation, evaluation and analysis of the business, data and property described in this document. This document is not for publication or distribution, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale into the United States. Any securities referred to in this document and herein have not been, and are not intended to be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. This document is not, and should not be construed as, a prospectus for the purposes of (i) Regulation (EU) 2017/1129 (the "Prospectus Regulation") or (ii) Regulation (EU) 2017/1129 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), or offering circular, and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase shares and/or securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, in particular, it must not be used in making any investment decision.

The document and any opinions contained herein are provided as at the date of publication of this document and will be subject to updating, revision, verification and change without notice and such information may change materially. In publishing this document, the Company does not undertake any obligation to provide the recipient with access to any additional information or to update this document, or to correct any inaccuracies in this document, including any data or forward-looking statements. This document does not purport to be full or complete and does not purport to contain the information that would be required to evaluate the Company, its financial position and/or any investment decision. Nothing contained in this document is or should be relied upon as a promise or representation as to the future. This document (and any securities referred to in this document) have not been reviewed or approved by the U.S. Securities and Exchange Commission, any state securities commission, an authorised person within the meaning of the United Kingdom Financial Services and Markets Act 2000, or any other regulatory authority or supervisory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any securities issued by the Company or any member of the Company's group.

Industry and market data

This document contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company's business and markets. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain, no facts have been omitted which would render the reproduced information provided inaccurate or misleading. To the extent available, the industry, market and competitive position data contained in the Information and the related documentation comes from official or third party sources, which may or may not be publicly available. Third party industry publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company operates, and the Company's analysis and best estimates which are in turn based upon multiple third party sources. The Company and each member of the Company's group provides no assurance nor represents that the Green Bonds (as defined in this document) constitute green or sustainable investments for the purposes of any legislation or regulations or market or investor guidelines, expectations and practices. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change.

Forward-Looking Statements

This document includes statements, including financial and operational objectives regarding the Company that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "predicts", "assumes", "potential", "annualised", "forecasts", "anticipates", "expects", "intends", "aims", "targets", "seeks", "continues", "could", "can have", "likely", "would", "may", "might", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Past performance of the Company cannot be relied on as a guide to future performance of the Company. Any forward-looking statements reflect the Company's current view and expectations with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of their affiliates) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company and their affiliates or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No representation is made that any forward-looking statement will come to pass or that any of the Company's financial targets and objectives or forecast result will be achieved. As a result, undue influence should not be placed on any forward-looking statement. Forward-looking statements speak only as of the date they are made. Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.

Legacy Public Warrant Exercise

Public Warrant Holders can invest £30m to gain present value of c.£70m

Global InterConnection Group Warrant Exercise

Global InterConnection Group is a publicly listed entity with Shares trading under XAMS:CABLE and Warrants trading under XAMS:GIGWT

  • v GIG Public Warrant Holders are reminded to take action and participate in the Warrant Exercise before the deadline of 17:40 CET on 6 December 2023
  • v If Warrant Holders wish to participate in an Exercise, they must make this known to their bank and broker no later than the Warrant Exercise deadline outlined above

v Capital raised through the Warrant Exercise

  • Full cash exercise of the Warrants would raise £30m
    • § Calculated at an exercise price of £7.00 per Warrant for up to 4.3m Warrants
  • Investors in turn receive c.£70m of value (based on GIG estimates) in the form of:
    • 1. £50m worth of GIG Shares
      • a. Each Share valued at £11.651,2, matching the price of the RTE Exercise and over £100m of off-market trades
    • 2. £21.5m worth of Green Bonds at par value
  • Other Co-Investors, such as major institutional investors and Kari Stadigh (ex-CEO of Sampo), have already elected to exercise into Shares + Green Bonds

  • There is no guarantee that the Share Price will trade at £11.65 or any other level

  • Current GIG Share Price of £6.35 as at 17:35 CET on 28 November 2023

Commercial Updates

Latest developments related to GIG

GIG Commercial Updates

Major Cable Manufacturer UK Energy Company

v Memorandum of Understanding signed with a major cable manufacturer for a joint venture, which paves the way the way for Advanced Cables to address the shortage of HVDC subsea cable, where demand far outstrips supply and order books are full for several years to come

v GIG have signed an exclusivity agreement with a market leading UK energy company to negotiate a partnership to deliver the Atlantic SuperConnection project, via a potential substantial investment into GIG and/or its subsidiaries

RTEi

  • v RTE International (an arm of Europe's largest grid operator) have acquired a 3% stake in GIG
    • RTEi paid £5.40 for 5-year Warrants
    • Exercise price at £11.65 per Warrant
  • v The wider RTE Negotiations continue to make progress

Discussions with all above parties are ongoing and any material further developments will be announced to the market.

Warrant Exercise (I/III)

Illustrative breakdown of the GIG Warrant Exercise value proposition for each option

Cash Exercise – Shares and Bonds (Standard)

v Cash Exercise – Shares and Bonds (Standard):

  • Exercise of Warrants for cash payment of £7.00 per Warrant grants the investor:
      1. One Euronext listed GIG Share, with the listing price set at £11.651,2 per Warrant; and
      1. TISE listed Inflation-Linked Green Bonds in the value of £5.00 per Warrant

Cash Exercise – Bonds Only

v Cash Exercise – Bonds Only:

  • Exercise of Warrants for cash payment of £7.00 per Warrant grants the investor:
      1. TISE listed Inflation-Linked Green Bonds in the value of £12.00 per Warrant
        1. Calculated as £7.00 worth of Inflation-Linked Green Bonds per Warrant (equal to the value of the Warrant); plus
        1. £5.00 worth of Inflation-Linked Green Bonds per Warrant (equal to the value of Green Bonds issued under Standard Cash Exercise)

Redemption

v Redemption:

  • Through Redemption, each redeemed GIG Warrant will be exchanged for 0.261 of a GIG Share
    • With the cumulative number of GIG Shares to be received by the GIG Public Warrant Holder to be rounded downwards to the nearest whole number of GIG Shares (in accordance with the New Warrant T&Cs)
  • For example, if a total of 100 GIG Warrants held by a certain GIG Public Warrant Holder are so redeemed, such GIG Warrant Holder will receive 26 GIG Ordinary Shares
    • Calculated as: 100 * 0.261, rounded downwards to the nearest whole number of GIG Shares

Warrant Exercise (II/III) Primary Issue and Over-Subscription Offer

Strategic Partner –
Already Invested in GIG
RTE International v
Warrants over 3% of GIG at £11.655 / Share
v
£2.77m invested as warrant
premium at £5.40 / Share
Primary Issue –
Entry Investment into GIG
Issuer Global InterConnection
Group
Warrants -
Cash Exercise
Exercise of up to 4.34m to produce up to £30m of proceeds
Exercise Price £7.00 per Warrant
Proceeds in listed securities v
£11.651,2 in Global InterConnection
Group Ordinary Shares (XAMS : CABLE); and
v
£5.00 worth of Inflation-Linked 2056 Green Bonds
Market Cap in event of warrant
exercise
Implied
equity market capitalisation1,3 of £234m
Use of proceeds v
Advanced Cables: Advancing
development of HVDC manufacturing facilities
v
ASC Energy: Progressing pre-FID contract works
v
Interconnector M&A: Due diligence and structuring of acquisition opportunities
Management new subscription Board, advisors and management expected to subscribe new money of over £1m
Listing Venue of the GIG Shares Euronext Amsterdam

6

Warrant Exercise (III/III) Free issue of debt on Warrant Exercise

Listed Inflation-linked 2056 Green Bonds
Instrument Senior Unsecured Inflation-linked Green Loan Notes due 2056 (the Green Bonds)
Issuer ASC Energy Limited, guaranteed by Global InterConnection
SA
Sector Positive Impact Renewable Energy Infrastructure. Listed on TISE
Issuer's Adviser Pension SuperFund Capital
Currency of Instrument GBP
Issue of debt on Warrant exercise Up to £21.5m as a bonus issue
Listing Structure Guernsey TISE. Public rating assessment will be applied for at
pre-FID round
Index Linked Note Terms v
Maturity: 33 years to 30/9/2056
v
Amortising: From 30/09/2031: Straight line at 4% p.a. of principal
v
Coupon Frequency & Amount: Annual at 3.65% CPI linked. First payment 30/9/2024
v
Redemption Amount: Inflation-Linked Redemption at UK CPI
v
Max Rate Payable (Inflation Cap): 5% on Year-over-Year Basis
v
Min Rate Payable (Inflation Floor): Zero on Year-over-Year Basis
Expected LTV Maximum 65% on full issuance
Security v
Structural seniority
v
ASC Energy –
senior secured on National Grid Connection Agreement
Pre-emption Rights on Further
Issuances of Green Bonds
v
Pre-emption rights on further ILN issuance
v
Quarterly reporting to Stock Exchange. Monthly management reports

Atlantic SuperConnection: Risks & Mitigants

Key project risk and mitigation factors

Risks Mitigants
Regulatory
and
input
PPA risk
v
UK
Connection
Agreement
secured
with
National
Grid
TSO
for
end
2028
v
Stakeholder
engagement
in
Iceland
to
secure
power
supply
and
develop
regulatory
framework
v
Legal
analysis
by
HSF
on
UK
regulatory
regime
+
Ofgem
discussions
v
Business
model
does
not
require
UK
government
subsidy
v
Minimal
capital
outlay
until
FID
in
2024,
when
all
development
milestones
achieved
Construction
risk
v
Seabed
survey
completed
v
Pre-construction
planning,
budgeting
and
optimisation
studies
by
RTE
International
v
GIG
Board
and
management
experience
v
Key
risks
to
be
underwritten
via
EPC
contract
v
Cable
supply
delivery
timetable
de-risked
by
Advanced
Cables
factory
Operation
risk
v
Technical
feasibility
and
optimisation
studies
by
RTE
International,
Red
Penguin,
etc
v
Operations
to
be
outsourced
to
major
interconnector
owner-operator
(e.g.
RTE)
v
Build-Operate-Transfer
contract
to
be
negotiated with
Landsnet for
Icelandic
grid upgrades
v
GIG
Board
and
management
experience
v
O&M
insurance
Offtake
risk
v
Extensive
UK
energy
market
analysis
by
Afry
and
RTEi
v
UK
has
declining
economical
sources
of
renewable,
non-intermittent
'baseload
and
standby' energy
v
Rising
demand
for
renewable
energy
PPAs
driven
by
power
price
volatility
and
Net
Zero
commitments
v
Preliminary
engagement
with
UK
offtakers
v
70%+
of capacity
planned
to
be
sold under
long-term
PPAs

Advanced Cables: Risks & Mitigants

Key project risk and mitigation factors

Risks Mitigants
Planning and consents v
Advanced engagement with local authority on key requirements
v
Expedited planning process confirmed
v
Long leasehold being secured via option agreement
v
Investment Zone derogations
Construction risk v
World-class JV partner, who has already provided factory plans
v
Oversight and specification by manufacturing partner with extensive experience in HVDC factory construction
v
Key risks underwritten via EPC contract
v
Expert management and advisers such as AECOM and AFRY
v
20% budget contingency above up-to-date third-party cost estimates
Operation and JV risks v
MOU confirms intention to form JV, but completion risks remain
v
Operated by highly experienced manufacturing partner with existing HVDC facilities
v
Technology transfer
v
Personnel transfer and training
v
Scope for local authority R&D and workforce training packages, supported by grants
Sales and competition
risk
v
Extensive market analysis confirms long-term demand acceleration and supply shortage
v
Worldwide proliferation of interconnectors, offshore wind, and grid upgrades in pursuit of Net Zero and energy
security
v
Anticipated 3,418km order from Atlantic SuperConnection, unsolicited enquiries and existing JV partner order
book, underpins business case
v
Pre-sale engagement with Europe's largest grid operators and interconnector developers facing urgent and
long-term HVDC cable shortage

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