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ERG Investor Presentation 2021

Sep 9, 2021

4235_ip_2021-09-09_28d407fc-426c-431d-a96d-1110c51d228c.pdf

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ERG COMPANY OVERVIEW

Italian Infrastructure Day

9 September 2021

DISCLAIMER

This document contains certain forward-looking information that is subject to a number of factors that may influence the accuracy of the statements and the projections upon which the statements are based. There can be non assurance that the projections or forecasts will ultimately prove to be accurate; accordingly, the Company makes no representation or warranty as to the accuracy of such information or the likelihood that the Company will perform as projected.

AGENDA

A Successful Journey

2021-2025 Business Plan

  • ERG Today
  • ERG Tomorrow
  • Moving towards an Infrastructural Business Model
  • Recent Developments
  • 2021-2025 Targets
  • 2021-2025 Financial Strategy
  • With ESG in our DNA
  • 2Q and 1H 2021 Results
  • 2021 Guidance & Final Remarks
  • Management Profiles

A SUCCESSFUL JOURNEY

OUR TRACK-RECORD IN ENERGY TRANSITION

DECARBONIZATION OF ERG'S PORTFOLIO WELL ON TRACK

• Carbon index down 5% in 2018-2020 period • 2,983 kt of C02 avoided in 2020, in line with 2018-2022 Business Plan

ERG ranked 1st by Vigeo as 2019 best Climate-related financial disclosure

Source: non financial statements

(1) The Carbon index drop in 2010 was due to the entrance into operation of the ERG Power plant which replaced the existing oil fed power plants. (2) The Carbon index drop in 2014 was due to the sale of the ISAB Energy plant.

A WELL RECOGNIZED AND REWARDED ESG PROFILE

ERG included in S&P Clean Energy Index with a 0.3% weight: IShares ETFs hold c. 0.7% of ERG share capital

Science Based Target initiative (SBTi) has approved ERG's emission reduction targets

A BEST IN CLASS GOVERNANCE MODEL WITH…

  • A renewed Control, Risk and Sustainability Committee to ensure:
    • a strong risk management policy
    • a focus on ESG at the core of ERG LT strategy
  • Strategic Committee committed to supervising Strategy Execution

An enhanced focus on Energy Sales through CFD and PPA

… AN ADVANCED SYSTEM OF REWARD POLICY, SUCCESSION AND CAREER PLANNING

Rewarding Policy:

  • MBO: Short-Term objectives linked to EBT(1), MW Growth and ESG targets
  • An enlarged(2) LTI system based on shares with escalation mechanism based on stock performance and execution of ESG KPI
  • A revised remuneration system for CEO to enhance correlation with strategy execution and share performance (60% MBO/LTI – 40% Fix)
  • 100% of management anchored to ESG 2021-2025 Strategy

High Degree of satisfaction in AGM for the new Rewarding policy (96%(3) voted in favour)

(1) EBT: Earning Before Taxes

(2) LTI enlarged to more than 20 key leaders of the Group (3) % on total votes in AGM

ERG TODAY: A SOLID PLATFORM OF ASSETS TO BOOST FUTURE GROWTH

2021-2025 BUSINESS PLAN

FUNDAMENTALS ARE THERE WITH AGGRESSIVE 2030 RES TARGET

12

THE COMPLEXITY OF THE AUTHORIZATION PROCESS

In Italy, the authorization system shows structural hardship

ERG is the sole player which succeeded in obtaining authorization for 3 RPW projects in Sicily

Source: Elemens

ERG RES INCENTIVIZED CAPACITY EVOLUTION OF CURRENT ASSET BASE

Progressive phase–out of incentives is part of our Energy Transition

(GW)

ERG Tomorrow

ERG'S 2021-2025 BP MAIN OBJECTIVES

Key 2021-2025 Strategic Guidelines ERG's 2021-2025 Targets

+1.5GW through RPW,
Greenfield and M&A
80%
regulated

~10 countries (vs 7 @2020)

+~0.5GW of solar PV

ESG Plan

Scouting of opportunities

Opportunity of Asset Rotation

Geographical diversification

Solar as strategic pillar

Conventional is "legacy"

Seed in Innovation

Growth in scale

Energy Sales / Mgmt

ESG fully integrated in business strategy

RES-centricity on asset base and development.

Setting high growth ambition RES portfolio

Securing energy sales through PPA/CfD

Positioning over multiple geographies

Wind and solar as growth drivers, with solar gaining share

Capturing opportunities in Storage & other technologies

16

1.5GW ADDITIONAL THROUGH: REPOWERING, GREENFIELD & M&A

~400MW GREENFIELD HIGH QUALITY PROJECTS IN CONSTRUCTION ABROAD

Growth in installed capacity (MW) – Under construction/RTB

Construction to start in 1H 2021

Producibility: 3,400 heq

COD: 4Q 2022

~400MW under construction with a visible route to market through CFD or PPA

10 yr PPA under negotiation

OUR REPOWERING PROJECTS IN ITALY ARE GAINING VISIBILITY

BUILDING-UP KNOW-HOW IN BUSINESS DEVELOPMENT CONSISTENTLY WITH A GROWING PIPELINE

  • Strengthening local teams in Key Countries
  • Inclusion of new Engineering and Permitting skills for Solar development
  • Co–development agreements in Germany and Spain in Solar expected to bring further know-how

2021-2025 BP 336MW (192MW) Leveraging on owned pipeline to boost our growth 300MW

(1) Net capacity of 440MW

Under recourse

230MW (130MW)

Permitting undergoing

240MW (113MW)

THE EXPECTED EVOLUTION: MORE GEOGRAPHIES TO ADD DIVERSIFICATION

Through a flexible and opportunistic approach we will select the most fitting and executable deals adding geographies in Wind & Solar technologies

Moving towards an Infrastructural Business Model

AN EVOLUTION TOWARDS A QUASI REGULATED BUSINESS MODEL

ERG targets 80% of quasi 24 regulated EBITDA despite incentives phase-out

ERG PPA STRATEGY ALREADY IN PLACE

  • PPA for newly built assets: 10-year tenor
  • PPA for existing assets: 5-year tenor
  • Strong rating counterparties
  • Flexible pricing structures

PPA strategy already in place to deliver in 2021 a sizeable PPA stream to secure approx. 400MW 25

SEEDING IN INNOVATION: STORAGE & HYDROGEN

In general ✓ Scouting of technologies for storage & Hydro

Fossa del Lupo (25MW) e Vicari (10MW)

Storage ✓ 2 sites identified and ready for storage:

Hydrogen ✓ Possible partnerships with off-takers and developers ✓ Green energy & site availability on ERG portfolio may bring opportunities and synergies

Leveraging on our asset base and technical skills

Recent Developments

RECENT DEVELOPMENTS

  • Advancements in M&A and Proprietary Greenfield:
    • ✓ M&A in France: +80MW Wind and solar
    • ✓ +47MW: acceleration on organic wind project in Italy
  • Advancements in Repowering:
    • ✓ +143MW Gross (77MW net) fully permitted attended to the GSE 6th RES auction in June
  • Construction:
    • ✓ 77MW (UK and France) expected on stream by Year End
  • Route to Market:
    • ✓ Signed first 2 PPAs in Northern Ireland for 250GWh

OPPORTUNITY TO RESHAPE ASSET PORTFOLIO TOWARDS A PURE WIND & SOLAR PLAYER

Hydro CCGT

Efficient Capacity: 527MW (1.5TWh)

90% basin (modulable) with 19 hydro plants, 7 micro-hydro plants, 7 dams, 3 reservoirs and one pumping station

Installed Capacity: 480MW (2.5TWh) High Efficiency Cogeneration (CAR) renewal for Module 1 on track to be completed by year-end 2021

Avg. EBITDA 2018–2020: €105mn Incentives till 2025 on ~35-40% of production

Upside Revamping, PPA, Storage

Avg. EBITDA 2018–2020: €63mn

Premium asset based on Location, Captive, MGP, Capacity and MSD Markets as well as distribution revenues from RIU (Owned Internal Grid)

Development Projects in BP 2021-2025 CAR Renewal for module 2(1) A new OCGT (57MW)(2) in ERG Power site with Permitting well advanced

DISPOSAL OF HYDRO ASSETS TO ENEL

Overview • Disposal by ERG Power Generation S.p.A. of 100% equity participation in ERG Hydro S.r.l. (Hydro assets) to ENEL Produzione. • The transaction also envisages the carve-out of related assets, IT, people and contracts that are currently under ERG S.p.A. or ERG Power Generation S.p.A. Key terms of the ERG Hydro deal • Total EV: €1bn • Total FTE involved: 114 • Positive agreement with Trade Union to facilitate the transaction • Closing in 1Q 2022 following the satisfaction of conditions precedent (antitrust/golden power authorizations) ERG Hydro ERG Power Wind & Solar Assets Disposal signed Final negotiations ongoing

HYDRO ASSETS

  • ERG's hydropower plants are located in the Terni hydroelectric complex which includes 19 hydropower plants, 7 micro hydropower plants, 7 dams, 3 reservoirs, and a pumping station, across Umbria, Lazio and Marche
  • The power plants have 43 units (23 run-of-river, 20 storage)
  • Efficient capacity: ca. 527MW
  • EBITDA(1) : €106m
  • Incentives till 2025 on ~35-40% of production
  • The transaction perimeter involves 114FTEs

Transaction price is subject to customary price adjustments based on actual financials as of closing date

MAXIMIZED VALUE FOR OUR HYDRO ASSETS

SIGNED CONTRACT WITH ISAB TO SECURE REVENUES FOR OUR CCGT

Key terms
ERG
Power
Generation
S.p.A.
and
ISAB
(Lukoil
Group)
reached
an
agreement
to
extend
to
2032
the
contract
(which
was
due
to
expire
in
2025)
for
the
supply
for
the
entire
energy
requirements
of
the
ISAB
refinery.

On
an
annual
basis,
ERG
will
supply
to
ISAB
150GWh
of
electricity
and
1mtons
of
steam.
ISAB
will
ensure
a
minimum
steam
consumption

Strategic rationale • Ensuring the profitability of the plant thus supporting the investments for co-generation • Enabling the stabilization of cash flows and the full exploitation of our CCGT plant • Maximising the CCGT long term value

A big step forward to maximize CCGT value in the ongoing disposal process

FIRST 10 YEARS GREEN BOND

Terms & Conditions

Issuer: ERG S.p.A.
Format: Senior Unsecured Green Notes, Reg S, Bearer
Issuer rating (Fitch): BBB-
(stable)
Expected issue rating (Fitch): BBB
Size: € 500m
Maturity (tenor): 15th
September 2031(10 years)
Coupon: 0.875%
Reoffer yield: 0.901%

Breakdown for Investor type

Commentary

  • On Wednesday 8th September, ERG S.p.A. issued a new senior unsecured green bond for a € 500mn size and 10 years tenor.
  • Proceeds from the transaction will be used to finance/refinance eligible green projects under ERG's Green Bond Framework
  • The bond has been carried out in the context of the € 3bn EMTN programme and represents the first time that ERG approaches the market with such a long tenor, thanks to the extremely favourable market conditions and strong investors' appreciation for the credit and the green label
  • The final spread was set at ms+87bps, i.e. the lowest spread ever paid on any of ERG's primary issuances
  • Books opened with IPTs in the ms+120bps area. Thanks to the significant interest demonstrated by investors (book 6x times), final terms were set at ms+87bps, implying a final negative NIP of ca. 8bps

Making group financial structure even more robust and efficient 34

Business Profile Financial Policy Expected(1)
Rating
R Target of quasi-regulated
EBITDA up to 90%
from
3.5x
Greener asset base
ASSET
ROTATION
Increased asset
diversification
Up to BBB-
(stable outlook)
towards Wind &
Solar Assets
Increased geographical
diversification
4.0x

A pure W&S Portfolio with up to 90% secured revenues through PPA/CfD, with further leverage capacity

35

ASSET ROTATION TO BECOME A PURE RES PLAYER: FIRST STEP ACHIEVED

Anticipate cash flow to support scale growth in RES business

Achieve pure RES portfolio, refocusing on 100% ESG compliant businesses

Lower portfolio "merchant" exposure, decreasing market risk, with regulated EBITDA at 90% in 2025

Allowing for energy management focus towards sales & PPA activities

Decrease business complexity and HSE risk

Enhancing geographical diversification and maximising asset diversification

CCGT disposal to be finalized in the coming months ERG to update BP post asset rotation in 1H 2022

2021-2025 Targets

CAPACITY EVOLUTION IN 2021-2025

+1,500MW added to strengthen ERG RES portfolio

CAPEX EVOLUTION IN 2021-2025

More than 70% of total CAPEX abroad to enhance geographical diversification

EBITDA EVOLUTION IN 2021-2025

Increasing technological diversification

EBITDA GEOGRAPHICAL DIVERSIFICATION

EU assets to contribute over 30% of Group EBITDA in 2024-2025

GROWTH IN RES TO MORE THAN OFFSET PHASING OUT OF INCENTIVES

RES development to more than offset the phasing out of incentives

2021-2025 FINANCIAL STRATEGY

SOLID FINANCIAL PROFILE PRESERVED OVER 2021-2025 BP PERIOD

(€ bn)

Financial policy: maintaining BBB- investment grade rating and Net Debt/Ebitda @ ~3.5x

A RELEVERAGE TO BOOST RES PORTFOLIO

Sustainable leverage increase consistent with current investment grade rating

A ROBUST FINANCIAL STRUCTURE

Non programmable sources fully unlevered Interest rate risk fully offset

"ERG's 'BBB-' IDR affirmation reflects robust business profile, and a diversified and clean asset base,.."

(1) ERG SpA owns operating subsidiaries via fully owned subholding ERG Power Generation (free of debt and in cash pooling with ERG S.p.A.)

WITH ESG IN OUR DNA

ESG AT THE CORE OF ERG'S 2021-2025 STRATEGY

ERG 8 KEY ESG PRIORITIES…

• Carbon Neutrality • >98% Circular

• Education for Next Generation • >1% for the Community

People

• Re-skilling & Agile Transformation • Inclusion & Diversity

ESG objectives into MBO and LTI • Enhancing Governance model

… BUT CONTINOUS IMPROVEMENT on other 5 projects well on track

We identified 8 ESG priorities which will be the bulk of our ESG strategy

ESG AS A COMPLEMENTARY LEVER ALONG THE VALUE CHAIN

2021-2025 ESG Plan

Target 2021-2025 ESG Plan based on measurable KPIs along the value chain

50

100% OF 2021-2025 BP CAPEX CONSISTENT WITH UN SDGS

2Q AND 1H 2021 RESULTS

HIGHLIGHTS: KEY FIGURES

EBITDA (€ mn)

CAPEX (€ mn)

CCGT

Hydro

Wind

Solar

(1) Adjusted means net of special items and IFRS16/IFRS9 effects.

1H 2021 GROUP EBITDA EVOLUTION

Wind abroad down vs extraordinary 1H 2020

54

INVESTMENTS

Investments increase: M&A and UK constructions

  • (1) M&A CAPEX related to the closing of Trinity acquisition (which took place on February 24, 2020 for an amount of €42mn), and of Laszki acquisition (which took place on March 5, 2020) amounting to €2mn
  • (2) M&A CAPEX related to the closing of the recent wind acquisition in Sweden (which took place on May 10, 2021 for an amount of €41mn), and of Joran wind and solar acquisition in France (which took place on June 24, 2021) amounting to €147mn

Note: figures based on NO GAAP measures 56

1H 2021 1H 2020 Euro millions 2Q 2021 2Q 2020

ADJUSTED P&L

281 263 Adjusted EBITDA 121 107
(135) (149) Amortization
and
depreciation
(75)
147 114 Adjusted EBIT 54 32
(16) (25) Net
financial
income
(expenses)
(8) (12)
0 0 Net
income
(loss)
from
equity
investments
0 0
131 88 Adjusted Results before taxes 46 20
(31) (17) Income
taxes
(10) (2)
100 71 Adjusted Results for the period 35 18
(1) (1) Minority
interests
(1) (1)
100 70 Adjusted Net Profit 35 16
24% 19% Tax Rate 23% 12%

1H 2021 CASH FLOW STATEMENT

2021 GUIDANCE & FINAL REMARKS

2021 GUIDANCE

Revised upwards to reflect stronger business environment and investments 59

2021-2025 BP KEY TARGETS

ACTION PLAN BASED ON 3 STRATEGIC PILLARS

R 3 - Strategy

  • More: Capacity, Regulated, Geo and Tech-diversification
  • In Business Development and Energy Sales
  • Asset rotation as a flexible option

MANAGEMENT PROFILES

PAOLO MERLI – CHIEF EXECUTIVE OFFICER

Born in Milan on 24th June 1971, he graduated in Electrical Engineering from the University of Pavia in March 1996. After doing his national service at the Italian Red Cross, in June 1998 he was awarded an MBA in Finance from the Eni "Scuola Superiore Enrico Mattei".

Currently he is Chief Executive Officer of the ERG Group, which he joined in 2006 and where he has held various positions such as Corporate General Manager and Chief Financial Officer, with responsibility for Investor Relations & CSR, Group Administration, Finance, Planning, Control & Reporting, Group Risk Management & Corporate Finance, Procurement, Human Capital & ICT and Communication.

Other positions held in the past:

From October 2015 to January 2018 he was a member of the Board of Directors of TotalErg S.p.A.

He previously worked for around 7 years as a financial analyst covering the European Energy and Motorways sectors at Intermonte, a leading brokerage firm owned by the Monte dei Paschi Banking Group. At Intermonte he was also a "specialist" in ERG stock when ERG joined the STAR segment.

From 1998 to 2000 he worked in the sales department at Snam S.p.A. (current Gas & Power division of Eni Group).

Outside of work, his biggest passion is sport, particularly cycling (racing and mountain biking), running and skiing (alpine and cross-country). Over ten participations in the Maratona dles Dolomites, the NY and Valencia marathons, and the climb up Monte Rosa are among his best experiences. He is married, with two children.

MICHELE PEDEMONTE – CHIEF FINANCIAL OFFICER

Born in Genoa on 2nd March 1975, he graduated in Economics from the University of Genoa.

He joined the ERG Group in 2006 where he is currently Chief Financial Officer with the responsibility of Group Administration, Finance & Group Risk Management, Planning, Control & Reporting, and Procurement.

He is also Manager Responsible for preparing the Company's financial reports. Member of Management Committee, Investment Committee, Risk Committee, ESG Committee and Human Capital Committee, he is also director of ERG Power Srl, ERG Hydro Srl, Andromeda srl and Chairman of the Board of ERG Solar Holding Srl.

Other positions held in the past:

He previously worked for 6 years in the investment banking for Andersen Corporate Finance, Meliorbanca and Centrobanca, as advisor in M&A, corporate and project finance deals.

Between 2000 and 2001 he worked for Marconi Communications as business development analyst.

Out of the office, his main passions are sport (running, ski and rugby), mountain and reading.

He is married with three children.

EMANUELA DELUCCHI – CHIEF ESG, IR & COMMUNICATION OFFICER

Born in Genoa on 18th December 1975, she graduated in Economics from the University of Genoa in March 1999.

She joined the ERG Group in February 2008 where she is currently Chief ESG, IR & Communication Officer, with the mission to develop and monitor the implementation of the ESG (Environment, Social and Governance) Plan and to ensure the development of integrated communication strategies and solutions to guarantee the extensive promotion of the Group with the financial community and all stakeholders, maximising the value of its reputation and protect ERG's company image.

Other positions held in the past:

From June 2020 to April 2021 she was Head of IR and CSR, reporting directly to the Corporate General Manager & CFO, and from February 2011 to June 2020 she was Investor Relations Manager.

From February 2008 to January 2011 she was Head of IR and Planning & Control at ERG Renew.

She previously worked for 3 years as a financial analyst covering the Italian Utilities & Motorways sectors at Intermonte, a leading brokerage firm owned by the Monte dei Paschi Banking Group.

Prior to that she was a financial analyst covering European Utilities & Motorways sector at Lehman Brothers. She is married, with three children.

THANK YOU!