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Cloudberry Clean Energy ASA

Investor Presentation Jun 24, 2020

3571_rns_2020-06-24_28498a93-ef45-49fe-9433-1bc7148505e8.pdf

Investor Presentation

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Company
Presentation

24 June 2020

Important information

  • This company presentation (the "Presentation") has been prepared by Cloudberry Clean Energy AS (the "Company") and its subsidiaries (together the "Group") and is made solely for information purposes. This Presentation does not constitute any recommendation to buy, sell or otherwise transact with any securities issued by or pertaining to the Company or any member of the Group.
  • This Presentation may include forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology. These forward-looking statements are not historic facts. Readers of this Presentation is cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial position, operating results and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in, or suggested, by the forward-looking statements contained in this Presentation. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur. By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. These forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise.
  • No representation or warranty, express or implied, is made as to, and no reliance should be placed on, any information, including but not limited to projections, estimates, targets and opinions, contained herein, and no responsibility or liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Accordingly, neither the Company nor any of its subsidiaries or any such person's officers or employees accepts any responsibility or liability whatsoever arising directly or indirectly from the use of this Presentation and the information contained herein.
  • All information set forth in the Presentation may change materially and without notice. In making the Presentation public the Company undertakes no obligation to provide additional information or to make updates thereto. The information set forth in the Presentation should be considered in the context of the circumstances prevailing at the date hereof and has not been and will not be updated to reflect material developments which may occur after such date.
  • The Presentation and the information contained herein does not constitute or form a part of and should not be construed as an offer for sale or subscription or of solicitation or invitation of any offer to subscribe for or purchase any securities issued by the Company.

Key investment highlights

Hydro and wind power company focused on the Nordics

Unique exposure to long term renewable assets

Scalable and efficient platform for growth, benefitting from 10 years' in-house development capability

Transformational acquisition of 85 GWh hydro portfolio

Net production of 138 GWh(1) in 2021, expected to generate NOK 29-39m in pre-tax cash flow(2)

$\mathbf{3}$ Note: (1) Expected normalised production, pro forma for the acquisition of 85 GWh hydro power production portfolio. Please see section 2 for details; (2) Range assumes realised power price of NOK 0.3-0.4 per kWh, before G&A and debt service

Introduction to Cloudberry

Acquisition overview

$\mathbb{H}$

Ш

IV

$\blacktriangle$

The market

Business model and financials

Appendix

We are Cloudberry

г
CONTRACTOR

Nordic renewable energy company listed on Euronext Oslo Merkur Market (Ticker: CLOUD-ME)

Owns, develops and operates primarily within
A Norwegian hydro and Swedish wind power assets

Solid development track record - 10 projects delivered over the last decade

Provides growth and value creation through organic greenfield and M&A activities

Lean and efficient organization of 8 employees

Our portfolio

In production Finnesetbekken Power Plant, Hydro, 3.2 GWh

Røyrmyra Wind Park, 8.4 GWh Hå, Rogaland Location: Production start: 2016 Date acquired: August 2019

Acquisition portfolio, 85 GWh Location: Norway Production start: All in production Date acquired:

June 2020

13 hydro power plants 1 PPA offtake (~11 years)

Expected Sep/Oct 2020 Financial closing:

CONSTRUCTION PERMIT

Production start: Q4 2020
Date acquired: June 2019
Hản Wind Park (2) , 88 GWh
Location: Årjäng, Sv

Under construction / Construction permits

Location: Årjäng, Sweden
Production start: Fnd 2021
Signed MOU, Awaiting export licence
Duvhällen Wind Park (2), 82 GWh
Location: Eskilstuna, Sweden
Production start: Fnd 2022
Signed MOU, Possibly extended to 165 GWh

Cloudberry's two most recent development projects

Developed, constructed and sold

24 MW

Ränsliden

  • Sold to Prime Capital, Germany
  • Final takeover in October 2018
  • Cloudberry developed and sold the project pre-construction in 2017 for NOK ~2m per MW
  • o Pre-construction equity $IRR = -30\%$
  • Full life-cycle equity IRR (development and 30 year production period) estimated to be 11-12% p.a. (based on long-term power price of NOK 0.40 per KWh)

  • 54 MW

  • Sold to BKW, Switzerland
  • Operational from 2019, final takeover estimated to be in Q3 2020
  • Cloudberry developed and constructed the project (project sold post-construction)
  • o Final revenue and payments expected before year-end 2020
  • Short production history, but initial indications are showing strong performance (~3,500 wind hours)
  • Cloudberry's Hån (Sweden) development project located ~1 km away

Marker Vindpark

Highly experienced management team

Anders J. Lenborg

Chief Executive Officer

  • Founder of Cloudberry
  • Former Partner and Head of Energy Sector Group, DLA Piper Norway
  • Vast experience from infrastructure and renewable energy M&A

Christian A. Helland

Chief Value Officer (CFO)

  • Former Partner and Portfolio Manager, Pareto Asset Management
  • Lead investor for renewable projects in the Nordics and Germany since 2008

Pareto Asset Management

Jon Gunnar Solli

Chief Operating Officer

Nordeo SpareBank 0 constructor ebrand

Former CFO/CIO, OVF, Nordea AM, Sparebank1 Livsforsikring and Storebrand

Sung F. Alkan

Chief Sustainability Officer

  • Former financial advisor and investor manager, Odin and Pareto Asset Management
  • Positions in sales and human resources, Adecco Norge and Microsoft Norway

Pareto $\bigoplus$ Asset Management

Tor Arne Pedersen

Chief Development Officer

  • Former CEO and current Chairman, Varanger Kraft
  • Vast experience from renewable sector, and responsible for building 12 hydro and 3 wind projects (446 GWh) in Sweden and Norway

Backed by active Board of Directors and supportive shareholders

Board of Directors Selected key shareholders
JOHAN JOHANNSON
Significant investor in real estate
and renewable energy.
Joh.
Johannson
Eiendom AS
Frank J. Berg Benedicte Fossum Morten Bergesen Liv Lønnum Petter W. Borg
Chairman Board member Board member Board member Board member THE BERGESEN FAMILY
Active investors with positions
30 years in Nordic
renewables
Former partner in
Arthur Andersen and
Selmer
Board member in SKS.
Nordic WIndpower
10 years diversified
board experience
Pharmaq AS; founder,
R&D, M&A and
strategic development
CEO of Havfonn and
Snefonn since 2003
Chairman of Bergehus
Holding, Klynge,
Cogen Energia and
Skogvind, Arendals
Fossekompani
Political adviser, the
Norwegian Parliament
Experience from the
Ministry of Petroleum
and Energy,
Storebrand, Compass
Group and Hammer &
Hanborg
35 years in investment
banking and asset
management
Former CEO of Pareto
Asset Management
through the funds Snefonn and
Havfonn. Previously one of the
largest shipowners in the world,
through Bergesen
HHVFONN

Introduction to Cloudberry

Acquisition overview

$\mathbf{f} = \mathbf{y} \in \mathbb{R}^{n \times n}$

Ш

Ш

IV

$\blacktriangle$

The market

Business model and financials

Appendix

Cloudberry acquires a truly unique and attractive portfolio

Portfolio overview Transaction background
Portfolio
production
85 GWh
(net production to Cloudberry)
Share purchase agreement entered into on 24 June 2020
Cloudberry to acquire a 34% minority stake in a diversified portfolio of
Norwegian producing hydro power assets (no construction risk), investing
alongside a well-established European infrastructure investor
The portfolio will add 85 GWh of net annual power production to Cloudberry's
# of assets 13 hydro power plants and 1 long-term PPA offtake, all
located in Norway
(geographically diversified)
producing portfolio
Cloudberry will be the Norwegian manager of the portfolio, and has secured
appropriate and fair customary governance mechanisms and rights
Comprehensive technical, financial and commercial due diligence completed
individually by both Cloudberry and its partner
Attractive portfolio Hydro assets with average license life of ~51 years,
expected to generate equity IRR well within the
company's target range
Mutual ambition of Cloudberry and its partner to create a long-term strategic
cooperation
Financial closing expected to be in September/October 2020
Several financing alternatives available to fund the acquisition:
Existing cash - NOK 195m cash on hand per Q1-2020
Further potential Further value creation potential through portfolio
optimisation and creation of long-term strategic
cooperation between Cloudberry and its partner
Consideration shares - Cloudberry and its partner have the intention to settle approximately
1/3 of the acquisition in Cloudberry shares, subject to agreed terms
Asset(s)-in-kind
Share issue

The acquired portfolio(1)

Note: (1) Power production is presented as annual power production on a net basis to Cloudberry. Name of vendor is confidential until financial closing, expected in September/October 2020

$12$

Additional upsides and value drivers not yet reflected in Cloudberry's valuation assessment

Economies of scale Increased purchasing power - reduced operating costs
Sale of power - larger portfolio
Reduced operational risk – both on local annual fluctuations in precipitation and disruptions in operation on a single plant
Better positioned for negotiating terms on debt financing
Improved production control The Norwegian Water Resources and Energy Directorate have given signals that they will be positive to minor raises in dams for small
scale hydro
Favourable changes in
climate conditions
Analyses from Meteorologisk Institutt (Norway's MET) conclude warmer and wetter climate conditions
Increased precipitation will increase flow in the rivers
Warmer temperatures will extend annual production period for run of the river plants
Both support increased production going forward
Manager role Manager and service fees to Cloudberry for role as manager of the portfolio

A transformative transaction

$\bullet$

Technology mix (production)

Portfolio of 4 production assets (1 wind and 1 hydro asset in production, and 2 hydro assets under construction) at attractive geographic locations in Norway

Technology mix (production)

  • 13 producing hydro power plants and 1 long-term PPA offtake at attractive locations in Norway added to the production portfolio through the transaction
  • Production portfolio post transaction of 18 assets, predominantly hydro in Norway significantly diversifying the portfolio on an asset and geographic level

Strong transaction rationale

Significantly growing Cloudberry's portfolio - expected 2021 production increased from 53 to 138 GWh

"Sweet-spot" portfolio, significantly and efficiently scaling the company

$2.6x$

Increase in 2021 production

Unique exposure to high quality Norwegian hydro power assets

Diversified production from

18 assets

in 2021

Introduction to Cloudberry

Acquisition overview

$\mathbb{I}$

Ш

IV

$\blacktriangle$

The market

Business model and financials

Appendix

Increased power demand in the Nordics...

Source of power demand increase, Norway and Sweden (TWh) CAGR: 0.6% 315 278 131 136 Households and services 140 116 Transport Industrials, petroleum and data centres Net loss (grid) 2018 2040

Power demand projected to significantly increase...

...driven by a highly power intensive technological revolution

Selected illustrations of technological innovations to drive increased power demand

...backed by favourable regulatory forces and a closer integration of the European power market

•••••

Wattsight simulated power prices 2024-2030(1)

Commentary

  • European power prices are estimated to remain in the range of EUR 44-58/MWh by Wattsight
  • Norwegian Krone power prices of 0.45 $\bullet$ NOK/KWhbased on EURNOK 10x

Introduction to Cloudberry

Acquisition overview

$\mathbb{H}$

Ш

IV

A

The market

Business model and financials

Appendix

Asset values boosted by low yield environment

Cloudberry targets 5-8% equity IRR coupled with higher IRR from development assets comparing favourably to the low yield environment

Our business model for growth and value creation

The Nordic clean renewable platform

Value creation

Production $\bullet$

  • Holds producing wind and hydro assets $\circ$
  • Operations and maintenance sourced externally $\circ$
  • Source assets externally or internally (from Develop) $\circ$

Develop $\bullet$

  • In-house development of wind and hydro power assets to $\circ$ ready-to-build phase
  • Construction sourced externally, limiting fixed cost base $\circ$
  • Selectively choose to divest or keep assets on asset-by- $\circ$ asset basis
  • Typical 5-8% equity IRR for production asset acquisitions and >15% for development projects
  • Lean and efficient organisation
  • Operations and construction activities outsourced to keep $\circ$ overhead low and tap into local presence and expertise

Dual growth strategy

  • Experienced team focusing on organic developments
  • Successfully developed and exited 10 development projects to high quality names over the last 10 years - 2 more projects under construction
  • Going forward, Cloudberry will selectively choose to either keep or divest internally developed projects - targeting a balanced and diversified portfolio

  • Team with deep industry connections from operating in and around the renewable power sector for numerous years - local knowledge and connections are key to gaining access to opportunities

  • Several attractive opportunities in the market, with the acquisition of the portfolio of 85 GWh being an excellent testimony to Cloudberry's origination and execution abilities

Active asset management secures a balanced and diversified portfolio

Development strategy

Cloudberry will develop projects to the ready-to-build phase, and selectively choose to keep or divest assets to secure a balanced and diversified portfolio

Track-record of developing and divesting to high quality names

Project (Wind) Location Production
(GWh)
Capacity
(MW)
Year
realised
Tysvær Vindpark AS Rogaland, Norway 101 39 2011
Sandbackmossen Värmland, Sweden $\overline{2}$ 1 2011
Velinga-Nybruun Västra Götaland, Sweden 24 10 2012
Sättravallen Värmland, Sweden 136 48 2013
Sögårdsfjället Västra Götaland, Sweden 25 10 2014
Tormoseröd Vindpark AB Västra Götaland, Sweden 117 39 2014
Jämnemon, Árjäng Värmland, Sweden 50 21 2015
Project Rewind Värmland, Sweden 348 100 2016
Ränsliden Västra Götaland, Sweden 84 24 2017
Marker Vindpark AS Viken (Østfold), Norway 196 54 2018
Total sold assets 1066 343
Project Hån Årjäng, Sweden 88 21
Project Duvhällen Eskilstuna, Sweden $82^{(1)}$ 28
Total active sales processes 170 77
Soloot gooy urese of Cloudberry developed power production geests

Cloudberry developed power

Gothiavind.se $\mathbb{C}$ VATTENFALL Allianz (ii) PRIMA $\blacksquare$ BKW

Financial summary

Production segment Develop segment Corporate segment
Target equity
IRR
$5 - 8%$ Target equity
IRR
>15% Main cost 8 employees (1)
5 professional board members and
listing costs
Røyrmyra Røyrmyra revenues: PPA agreement Divestment price Historical divestment drivers General administrative costs
and
Finnesetbekken
$(12$ GWh p.a.)
Finnesetbekken revenues: Spot market
Positive contribution on combined asset
level in current market
Revenue
dynamics
~NOK1 million
per MW
$~538$ MW
per year
Portfolio
acquisition
(85 GWh p.a.)
Revenue contribution from closing
Nessakraft and
Bjørgelva
$(41$ GWh p.a.)
Revenue contribution and capex
commitment from Q1/Q2 2021

Expected to generate NOK 29-39m in pre-tax cash flow(2) in 2021

Note: (1) 1 employee is in the Production segment, 4 in the Develop segment and 3 in the Corporate segment; (2) Range assumes realised power price of NOK 0.3-0.4
per KWh, before G&A and debt service 26

Capital structure and financing strategy

Financing strategy

  • Cloudberry seeks to at all times have a optimised capital structure, taking both return and risk levels into consideration
  • Debt financing target of ~40-60% for production assets, with debt financing at SPV level
  • Several alternatives available for financing of equity component for potential transactions, depending on transaction size, transaction type and counterparty, including:
  • Existing cash and cash flow generated through Production and Development segments
  • $21$ Share consideration
  • 3 Equity issue

27 Note: (1) Unaudited figures as of Q1 2020; (2) Drawdown upon delivery in Q1/Q2 2021; (3) Adjusted for interest bearing debt commitments for Nessakraft and Bjørgelva assets; (4) Payable upon delivery in Q1/Q2 2021; (5) Adjusted for cash purchase price commitments (net equity financed) for Nessakraft and Bjørgelva assets

Key investment highlights

Hydro and wind power company focused on the Nordics

Unique exposure to long term renewable assets

Scalable and efficient platform for growth, benefitting from 10 years' in-house development capability

Transformational acquisition of 85 GWh hydro portfolio

Net production of 138 GWh(1) in 2021, expected to generate NOK 29-39m in pre-tax cash flow(2)

28 Note: (1) Expected normalised production, pro forma for the acquisition of 85 GWh hydro power production portfolio. Please see section 2 for details; (2) Range assumes realised power price of NOK 0.3-0.4 per kWh, before G&A and debt service

Introduction to Cloudberry

Acquisition overview

$\mathbb{I}$

Ш

IV

$\blacktriangle$

The market

Business model and financials

Appendix

Shareholder overview and selected corporate matters

JIMEHUMEHUVEHIKEW
Shareholders # Shares % Shares
Joh Johannson Eiendom AS 10,431,495 27.11%
Snefonn AS (Bergesen family) 4,738,036 12.31%
Havfonn AS (Bergesen family) 3,216,216 8.36%
CCPartner AS (Chairperson, Frank J. Berg) 2,696,957 7.01%
Cloudberry Partners AS (1) 1,810,800 4.71%
Asheim Investments AS 1,097,561 2.85 %
Artel AS 1,019,387 2.65 %
Lenco AS (CEO, Anders J. Lenborg) 933,070 2.58 %
NGH Invest AS 955,902 2.48 %
Gluteus Medius AS 900,900 2.34 %
Gullhauggrenda Invest AS 900,000 2.34 %
HCA Melbye AS 835,223 2.17%
Kewa Invest AS (Borg family) 539,436 1.40 %
Lotmar Invest AS (COO, Jon Gunnar Solli) 531,602 1.38%
Skogvind AS 528,378 1.37%
Lave AS 479.951 1.25%
Johan Vinje AS 479,951 1.25%
H A Skajems Planteskole AS 479.951 1.25%
Amandus Invest AS (CVO, Christian Helland) 444,758 1.16%
Jaco Invest AS 433,186 1.13%
Top 20 33,512,760 87.09 %
Other shareholders 4,967,738 12.91%
Total 38,480,498 100.00 %

Selected corporate matters

  • Private placement of NOK 158m completed in March 2020, at a subscription price of NOK 11.1 per share
  • Listed on the Merkur Market from 2 April 2020 under the ticker CLOUD-ME
  • Two new board members, Benedicte Fossum and Liv Lønnum, elected on extraordinary general meeting held on 17 June 2020
  • IFRS implemented from Q2-2020
  • o Q2 2020 financial report to be published on 16 September 2020
  • Cloudberry to follow Euronext's guidance on ESG reporting and comply with NUES' Code of Conduct
  • Listing on Oslo Axess targeted within next 12 months

Group legal structure

Sustainability in focus

Delivering renewable energy solutions, contributing to an overall reduction in emissions

Highly focused on the environmental impact and a sound industrial rationale of renewable projects

Contributing to local value creation and employment

Focus on sustainable and circular solutions throughout the lifecycle of renewable projects

Aligned with the United Nations' Sustainable Development Goals

Outsourcing operations to tap into local presence, expertise, technology and sharing in economies of scale

Operational strategy Operating partnerships
Why outsource operations?
Cloudberry's strategy is to own and develop hydro and wind power assets in the Nordics -
operations is outsourced to top local partners, securing access to superior technological
solutions, local presence and sharing in their economies of scale
Technologically advanced operational platform,
optimising day to day operations
Excellent service offering
Risk-sharing agreement
Expertise is available, pricing is competitive and benchmarking is simple
Operational tasks that are outsourced include inter alia continuous monitoring, 24h
emergency central and local monitoring/servicing, planned servicing and
optimisation of daily production (including daily weather monitoring)
125 ÅR Currently operates one and constructs two hydro
power plants for Cloudberry
Excellent service offering, and will be considered for
future assets given its strong performance and
competitive pricing
Cloudberry envisions to continue outsourcing operational tasks
Cloudberry will seek to enter into risk-sharing contracts to ensure that the interests
of the operating partner is aligned with that of Cloudberry
Other
partners
Cloudberry is open to establishing relationships with
other partners offering expertise, local presence and
competitive commercial terms

Strong forces pushing for the Energy Transition

Wind power to play a dominant role in the Energy Transition

The European wind power market is growing at rapid pace... Annual wind power production in Europe (TWh) TWh 1000 900 800 700 600 500 400 300 200 100 $2000$ 2018 2030 2040

  • European wind power production is projected to grow rapidly, from 330 TWh in 2018 to 976 TWh in 2040
  • Sweden has attractive fundamentals for wind power generation and grid network connectivity, creating an opportunity to become a large exporter of low-cost, low-carbon electricity to Continental Europe

Historic global development of wind power, LCOE (annual average)

... and the cost of the technology keeps decreasing

  • The cost of generating wind power has seen a dramatic decline the last years, dropping 69% from 2009 to 2018. Prices are projected to drop another 48% by 2050
  • Machine efficiency is up and the use of sensors and smart data helps optimise operational efficiency and reduce costs

Cloudberry.no

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