Investor Presentation • Mar 11, 2015
Investor Presentation
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11th March 2015
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EAM portfolio in MW (purchased and in execution mode)
ESGI
ESSP
ENFO25
ENS1
EAMS3
EAMS1 & 2
Precautionary measures based on initial investigation decided 8th July 2014
Executed the 21st of July 2014
Final investigation delivered the Criminal Court of Milan on the 5th of February
Next step is a hearing – date to be decided
EAM expect to receive documents and evidence in the case following the decision on the hearing date
| Corporate entities | Affected SPP's | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SPV's SPP's Affected SPP's |
Project Code |
GSE number |
CE | Yes/no | ||||||||
| No. | No. | No. | Name | No. | No. | No. | No. No. No. | |||||
| EAM SPVs | ||||||||||||
| 7 | 21 | 17 | 17 | 15 | 1 | 1 | ||||||
| Energetic Source Green Power Srl | 1 | 7 | 7 | SPV2 (ESGP) | 7 | 7 | 0 | 0 | ||||
| Energetic Source Green Investment Srl | 1 | 3 | 3 | SPV3 (ESGI) | 3 | 3 | 0 | 0 | ||||
| Energetic Source Solar Production Srl | 1 | 5 | 5 | SPV4 (ESSP) | 5 | 5 | 0 | 0 | ||||
| ENS Solare One Srl | 3 | 5 | 1 | SPV5 (ENS1) | 1 | 0 | 0 | 1 | ||||
| Aveleos Green Investments Srl | 1 | 1 | 1 | SPV6 (AGI) | 1 | 0 | 1 | 0 |
| Energetic Source Green Power Srl | 1 | 7 | 7 | SPV2 (ESGP) | 7 | 7 | 0 | 0 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Selvaggi | 1 | 1 | 015 | 248818 | II | 1 | 1 | |||
| Di Mauro | 1 | 1 | 016 | 244581 | II | 1 | 1 | |||
| SCN - Ninivaggi | 1 | 1 | 017 | 244064 | II | 1 | 1 | |||
| Lomurno | 1 | 1 | 018 | 244438 | II | 1 | 1 | |||
| Giordano | 1 | 1 | 019 | 241258 | II | 1 | 1 | |||
| Cagnazzi | 1 | 1 | 020 | 240757 | II | 1 | 1 | |||
| Gentile | 1 | 1 | 021 | 247899 | II | 1 | 1 |
| Energetic Source Green Investment Srl | 1 | 3 | 3 | SPV3 (ESGI) | 3 | 3 | 0 | 0 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Lorusso | 1 | 1 | 022 | 235482 | II | 1 | 1 | |||
| Cirasole | 1 | 1 | 023 | 237777 | II | 1 | 1 | |||
| Scaltrito | 1 | 1 | 024 | 213260 | II | 1 | 1 |
| Energetic Source Solar Production Srl | 1 | 5 | 5 | SPV4 (ESSP) | 5 | 5 | 0 | 0 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Pasculli | 1 | 1 | 025 | 231403 | II | 1 | 1 | |||
| Pisicoli N. | 1 | 1 | 026 | 200371 | II | 1 | 1 | |||
| Pisicoli Teresa | 1 | 1 | 027 | 200316 | II | 1 | 1 | |||
| Marulli | 1 | 1 | 028 | 231801 | II | 1 | 1 | |||
| Antonacci | 1 | 1 | 029 | 216677 | II | 1 | 1 | |||
| ENS Solare One Srl | 3 | 5 | 1 | SPV5 (ENS1) | 1 | 0 | 0 | 1 | |
|---|---|---|---|---|---|---|---|---|---|
| Lorusso | 1 | N.A. | 031 | 236482 IV-P | 0 | ||||
| Brundesini | 1 | N.A. | 032 | 610784 IV-P | 0 | ||||
| Scardino | 1 | N.A. | 033 | 611918 IV-P | 0 | ||||
| Energia Fotovoltaica 14' Societa Agricola Arl | 1 | 1 | 034 | 600593 IV-P | 1 | 1 | |||
| Energia Fotovoltaica 25' Societa Agricola Arl | 1 | N.A. | 035 | 600287 IV-P | 0 | ||||
| Aveleos Green Investments Srl | 1 | 1 | 1 | SPV6 (AGI) | 1 | 0 | 1 | 0 |
Piangevino 1 1 030 539347 III 1 1
| Enovos & Avelar (Seller's): | • Aveleos S.A. (Luxembourg) a subsidiary of Enovos (60%) with Avelar as minority shareholder. • Established 2010 with purposes of building for sale PV power plants • No employees or operation, function as an investment vehicle governed by the Board |
|---|---|
| GSE (Gestore Servizi Energetici): |
• GSE is the customer (purchaser of electricity produced) and the institution responsible for approving the FIT-contracts. • Approved the FIT contracts for the Conto Energia II (built in 2010) in 2011 and has paid the FIT until July 2014. |
| Aion (EPC contractor) & sub contractors: |
• Italian based company responsible for the construction and delivery of the power plants. Currently non-operational and assets only consist of cash managed by a court appointed bankruptcy receiver. |
| UniCredit & UBI Leasing: (financing banks) |
• UBI Leasing entered into a leasing agreement in September 2010 for 10 affected power plants (ESGP & ESGI). Assumed legal ownership of the power plants in November 2010. • UniCredit project finance entered into project financing facilities for ESSP in 2010. |
| Other parties: | • Other relevant parties with responsibility to be determined pending the final outcome of EAM's internal investigation and the documentation to be received form the Criminal Court of Milan |
| July 2014 | August 2014 | September 2014 | October 2014 | November 2014 | December 2014 | January 2015 | February 2015 |
|---|---|---|---|---|---|---|---|
| 15th Closing and payment of P31 24th News of arrests of Avelar Directors 25th FIT contracts change status to suspended on GSE portal in the afternoon 27th preparation of legal actions against GSE and suspension measure started 28th Preliminary criminal Indictment documents received 31st Claim notice to Sellers filed of Minimum EUR 200m Internal investigation with |
6th Injunction motion against Aveleos prepared in Luxembourg 18th Injunction filed in Court of Luxembourg 19th Meeting with Renova/Avelar in Zurich 19th Court of Luxembourg approved injunction of EUR 33m Work for release of seized funds started |
1st EAM effectuated seizure of Aveleos bank accounts in Luxembourg 15th EAM criminal complaint process with Criminal Court of Milan formally initiated 24th Meeting between EAM and Enovos/ Renova/Avelar in Copenhagen 30th Meeting Sellers for standstill agreement discussions |
11th Standstill agreement negotiated 16th petition filed to Administrative Court (TAR) in Rome for annulment of GSE FIT suspension 17th Standstill agreement put in force 23rd Revised suspension notice received from GSE 24th Meetings with GSE and UniCredit conducted 30th First TAR hearing conducted. Decision to postpone hearing due to GSE revised suspension notice |
3rd technical report internal investigation delivered Request and filing to Aion and Helios bankruptcy for access to documents Investigation and fact finding continues |
18th TAR rules in favor of GSE to continue FIT suspension. EAM files appeal with higher court (State Council) |
1st EAM enters into new market electricity sales contracts. January production payment to be received in mid March (55 days) 27th The state Council rules that the GSE suspension measure is unlawful and consequently not valid, and orders TAR to conduct a hearing as soon as possible on the merits of the case. EAM issues invoices for suspended FIT and withheld RID |
5th Prosecutors office files final investigation to the Criminal Court of Milan Release notice of EUR 3,2m in favor of EAM issued by the Court of Milan 11th EAM receives a court ruling giving EAM access to all files of the AION bankruptcy estate |
| advisors initiated | 31st GSE cancels RID contracts from 1st of January 2015 |
Next main trigger event is to receive the evidence in the case from the Criminal Court of Milan
Meeting with Municipalities and landowners in South Italy week 12 Planned and ongoing legal and commercial processes;
GSE must either resume payments or annul the FIT contracts. Annulment will be challenged in the Administrative Court (TAR) and GSE must provide conclusive evidence of FIT fraud. 1) GSE (ongoing)
EPC contractor may be in breach with EPC contract responsibilities and consequently liable for this breach. This
2) EPC contractor (pending trigger event)
will be followed up following receiving evidence from the Criminal Court of Milan. Standstill agreement still in force. Decision on next steps will be taken following trigger event. Completion of Claims and Damages report expected in April 3) Seller settlement agreement or lawsuit (timing to be decided)
TBD 4) Additional lawsuits to be decided following information received from Criminal Court
In progress and continuously discussed in the Board of Directors 5) EAM continues to develop new strategic options and business opportunities
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