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Refuels N.V. Investor Presentation 2025

Mar 4, 2025

6193_rns_2025-03-04_bd6d9128-a431-4caf-b92d-837a9d49741a.pdf

Investor Presentation

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Q3 2025 presentation

For the period October-December 2024

4 March 2025

Disclaimer

THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES

This presentation (the "Company Presentation") has been prepared by ReFuels N.V. (the "Company", and together with its consolidated subsidiaries, the "Group").

This Company Presentation has been prepared for information purposes only, and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction, and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This Company Presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made.

This Company Presentation is furnished by the Company, and it is expressly noted that no representation or warranty, express or implied, as to the accuracy or completeness of any information included herein is given by the Company. The contents of this Company Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Generally, any investment in the Company should be considered as a high-risk investment.

This Company Presentation is current as of the date of presentation. Neither the delivery of this Company Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Company Presentation may contain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. Any forward-looking statements contained in this Company Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company provides no assurance that the assumptions underlying such forward-looking statements are free from errors and does not accept any responsibility for the future accuracy of the opinions expressed in this Company Presentation or the actual occurrence of the forecasted developments.

Overview

Operational review

Financial review

Summary and outlook

Decarbonising Europe's truck fleet

An integrated supplier of biomethane (Bio-CNG), with a growing network of refuelling stations, supported by a blue-chip customer base

Biomethane is the fast-track option for net-zero trucks with ~90% lower emissions and reduced fuel costs compared to diesel

Market leader in the UK with long-term ambition to expand in other European markets

Presence across the biomethane supply chain, including unlocking material value from Renewable Fuel Transport Certificates (RTFCs)

refuelling stations across the UK

4

15 >195k >1970

vehicles using CNG Fuels' infrastructure

GHG emissions saved (tonnes)1

170

customers

A typical Bio-CNG station

Fuel dispensers

Gas inlet

Bio-CNG compressor

8 minutes to fill a tank with 400+ miles (650 km) range

5

High pressure

storage

80 trucks per hour in capacity

Key highlights

  • 14,835 tonnes of renewable biomethane (Bio-CNG) dispensed, up 18%
  • Annualised EBITDA run-rate across station portfolio1 of GBP 6.5m; expected to be GBP 12m on delivery of existing customer orders
  • Improved margins driven by lower biomethane costs and RTFC prices stabilising around historical average
  • New station boosting refuelling capacity to >10,000 HGVs and accelerated demand for Mobile Refuelling Stations
  • Bio-CNG is increasingly the preferred solution for decarbonising truck fleets across the UK
  • Term sheet signed with funds managed by Foresight Group to simplify the group structure

Certificates (RTFC) awarded and sold2

2Historical numbers are restated as RTFCs are now recognised when delivered against sell contracts

6 1 CNG Foresight Limited represents an associate investment whereby the ReFuels Group exerts significant influence but does not control or consolidates the financial results. Under the framework investment agreement between CNG Fuels (100% subsidiary of ReFuels) and CNG Foresight, the ReFuels group will start to share in the distribution of profits of the CNG Foresight Group as explained in the information document dated 12 May 2023

Overview

Operational review

Financial review

Summary and outlook

Mass adoption fuelling higher volumes

Current fleet of >1,970 HGVs...

New class of CNG trucks unlocks 6x larger market

Close to 850 HGVs in confirmed order book

6x2 trucks significantly increases the addressable market

~0.04% CNG Fuels' customers

~8.5% CNG Fuels' customers

21,000 4x2 trucks1

124,000 6x2 trucks1

Estimated future orders ~2,500

Order book ~840

Current network >1,970

9

Roll-out of new stations at major trucking routes

Doncaster, Northcentral England 19m

Livingston, Scotland

1 Million kg of Bio-CNG annually in total capacity

Capacity1

Increased demand for mobile refuelling stations

CNG Fuels has developed a proprietary mobile refuelling station (MRS)

A cost-effective mobile solution until a CNG Fuels station opens in the area

The expanding MRS fleet is unlocking truck orders and can in some cases be a long-term solution

MRS currently deployed 10 1

MRS under construction

truck capacity per MRS daily

100

2 MRS are currently deployed within Milton Keynes Magna Park serving over 200 trucks daily

When a grid-connected station opens in Magna Park, it will be loaded with those vehicles ensuring a rapid payback time

Large upside potential from higher RTFC prices

Illustrative gross profit/yr (£m) at different prices Prices stabilizing around historical average 1

1 Assumptions: Constant biomethane sourcing cost of 18 pence per kg. Order book per November 2024

Simplifying structure for further growth

  • A transaction to simplify the CNG station network ownership with funds managed by Foresight Group is in an advanced stage of legal drafting
  • Aiming to strengthen CNG Fuels' balance sheet, consolidate stations and biomethane cashflows and widen access to capital to fund station network roll-out
  • Pace of station roll-out under review pending new group structure with the aim of optimising investments amid accelerated MRS demand
  • ReFuels aims to conclude the transaction during the first half of 2025

Newark Bellshill Castleford

Aylesford

Crewe1

Doncaster

Avonmouth Warrington Newton

Knowsley Leyland Erdington

Bangor Northampton Corby

In-build Livingston

Overview

Operational review

Financial review

Summary and outlook

Locking-in certificates at higher prices

  • Historical gross profit margin of RTFCs sold over the cost of biomethane purchased have exceeded 30%
  • Margin recovery started late 2023 and continued in 2024 on lower biomethane cost and improved RTFC pricing
  • 68.6 million RTFCs generated and sold1 in Q3 at a volume-weighted price of 21 pence/RTFC
  • Gross profit margin of 22.6% in Q3, up from 6.7% in Q3 last year
  • Due to favourable biomethane market conditions, ReFuels is soon fully sourced for 2025 and is now starting to focus on sourcing for 2026

15

  • ReFuels sells RTFCs forward as part of its strategy to secure biomethane and lock in positive margins on sourcing activities in advance.
    • 1 The recognition of the sale of 13.74 million RTFCs has been deferred at quarter end. These RTFCs are to be sold in the spot market and therefore revenues recognised when the RTFCs are sold, in the fourth quarter.

Biomethane gross profit margins

Normalization adjustments to EBITDA

  • EBITDA negative GBP 1 million and adjusted EBITDA negative GBP 0.8 million for the quarter
  • Transaction costs of GBP 640k related to the ongoing restructuring transaction of the group
  • The business had a one-off exception item in the period of GBP 507k, which has not been adjusted for
  • EPC timing adjustments related to completion of the new station in Doncaster which opened in December

Adjusted EBITDA bridge Q3 2025 GBP thousand

Scalable economics as truck fleet grows

  • Station portfolio EBITDA of GBP 1.63 million in Q3 2025, up from GBP 1.28 million same period last year
  • Truck growth impacted by slow deliveries on existing orders and anticipation of the larger 6x2s becoming available for purchase
  • Higher electricity costs have impacted margins in the quarter
  • Annualised EBITDA run-rate across the station portfolio of GBP 6.5 million in Q3
  • Current truck orders set to drive monthly station EBITDA contribution run-rate to GBP >1 million

Station portfolio EBITDA adjusted (GBP '000)1

Note that all figures pertaining to station profitability of the CNG Foresight Group2 are unaudited management account numbers for the April 23 to September 24 period

Adjusted EBITDA (rhs) Average number of trucks (lhs)

2 CNG Foresight Limited represents an associate investment whereby ReFuels exerts significant influence, but does not control or consolidates the financial results. Under the framework investment agreement between CNG Fuels (ReFuels subsidiary) and CNG Foresight, ReFuels will start to share in the distribution of profits of the CNG Foresight Group as explained in the information document dated 12 May 2023.

1 Adjusted EBITDA removes intercompany service agreement fees and trailer financing costs which has Foresight spreads over the station network as the trailers are owned by the CNG Foresight JV. These costs are not indicative of the station performance.

Financial highlights

  • Q-o-Q revenue increase driven by natural gas, station management fee income, RTFC sales and EPC revenue
  • YTD 2025 revenues of GBP 107.5 million compared to GBP 80.7million YTD last year
  • Q3 gross profit of GBP 4.2 million reflects increased RTFC volume and margin, and higher dispensed volumes
  • Adjusted overhead costs per kilo dispensed was 27 pence in Q3
    • Overhead costs per kilo are expected to continue to decline as volumes increase over time
(Figures
in
GBP
million)
Q3 2025 Q3 2024 YTD 2025 YTD 2024
Revenue 44.1 34.6 107.5 80.7
Gross profit 4.2 3.0 10.1 4.7
EBITDA (1.0) (0.1) (2.8) (6.8)
EBITDA1
Adjusted
(0.8) (1.1) (2.1) (7.3)
Profit/(loss) before taxes (5.9) (2.3) (19.8) (9.3)
Cash flow from operating activities (1.8) (7.1) (0.6) (13.2)
Cash flow from investment activities 0.3 1.3 (0.2) 11.0
Cash flow from financing activities (0.4) 4.7 2.8 8.1
Net cash flow (2.0) (1.1) 2.1 5.9
Available cash 6.3 5.9 6.3 5.9
Total assets 192.1 180.3 192.1 180.3
Equity 91.7 121.9 91.7 121.9
Equity ratio 48% 68% 48% 68%

1 Adjusted for a) equity settled share-based payment expense, b) fair value remeasurement, c) EPC timing

Cash flow development Cash flow Q3 2025

  • GBP 1.8 million used in operations in Q3
  • Net investment was GBP 0.3 million, reflecting mainly cash inflow from sale of subsidiary, Livingston
  • Net cash flow from financing of GBP 0.4 million due to lease repayments
    • No further drawdowns of Foresight funds in Q3
  • Net decrease in cash of GBP 2 million in Q3

Cash at Cash from Cash from Cash from Cash at
30.09.2024 operations investing financing 31.12.2024

Overview

Operational review

Financial review

Summary and outlook

Summary and outlook

-

For further information please visit refuels.com

Appendix

Statement of profit and loss

(Figures in GBP 1000) Notes 03
2025
03
2024
YTD
2025
YTD
2024
FY
2024
Revenue 1 44.070 34,628 107.538 80,691 108,208
Gross profit 4.220 3.037 10.105 4.687 2,319
Gain on disposal of subsidiaries 300 900 400 900 1,200
Administrative expenses (4,689) (3,796) (12,145) (12,190) (16,318)
Extraordinary items (507) (507)
Operating profit (EBIT) (677) 140 (1,641) (6,603) (12,799)
Share based payments (245) (639) (1,038) (1,219) (1,855)
Other gains and losses (50) 406 (160) 080 278
EBITDA 2 (971) (93) (2,838) (6,833) (14,376)
Adjusted EBITDA1 (776) (1,121) (2,054) (7,296) (14,717)
Amortisation and depreciation (535) (380) (1,512) (ਰੂ88) (1,589)
Finance revenue
Finance costs (4,401) (1,783) (15,499) (1,505) (5,419)
Profit/loss before tax (5,908) (2,256) (19,848) (9,326) (21,384)
Income tax expense (69) (15) (312) (269) 410
Profit/loss for the period 3 (5,977) (2,331) (20,160) (9,595) (20,974)

Statement of financial position

(Figures in GBP 1000) Notes 31.12.2024 31.03.2024
Assets
Goodwill 5 84,539 84,539
Intangible assets 5 10,308 10,887
Property, plant and equipment 4,197 3,556
Investments 5 31,223 31,223
Deferred tax asset 29 29
Non-current assets 130,296 130,235
Inventories 4,551 1,762
Trade and other receivables 6 50,511 27,517
Cash and cash equivalents 6,298 4,326
Derivative financial instruments 38
Current tax assets 408 367
Current assets 61,768 34,010
Trade and other payables 7 61.007 33,179
Current tax liabilities 373 37
Borrowings 8 32,516 13,432
Lease liabilities 1,029 ಕಿ85
Derivative financial instruments 9 836 714
Current liabilities 95,760 48,347
Net current assets (33,993) (14,337)
Lease liabilities 1,903 1,436
Deferred tax liabilities 10 2,659 2,809
Long-term provisions 77 797
Non-current liabilities 4,639 5,042
Net assets 91,665 110,856
Equity
Share capital of Refuels 529 529
Share premium of Refuels 11 113,339 113,339
Share-based payment reserve 2,896 1 855
Treasury shares (133) (133)
Non-controlling interest 16,066 16,650
Retained deficit - owners of parent (41,033) (21,385)
Total equity 91,665 110,856

Cash flow development

(Figures in GBP 1000) 03
2025
03
2024
YTD
2025
YTD
2024
FY
2024
Cash flow from operations
Profit/(Loss) after income taxes (5,977) (2,076) (20,160) (9,595) (20,975)
Adjustments for:
Taxation charged ਦਰ 75 312 269 (410)
Investment income (2) (465) (31) (906) (11)
Depreciation 342 187 933 487 896
Amortisation 193 193 579 501 694
Share based payment expenses 245 639 1,038 1,219 1,855
Other gains & losses (250) (406) (240) (989) (1,478)
Impairment losses 152
Finance cost 4,403 1,342 15,530 1,505 5,430
Profit or loss on disposal of investments (300) (900) (400) (900) (1,200)
Taxation receipts/ (payments) (69) (135) (105) (650) (2,071)
Changes in working capital:
Inventories movement (3,970) (265) (2,789) (914) (1,266)
Change in other current receivables (9,991) (13,748) (22,972) 6,402 21,841
Change in trade payables 13,545 9,379 28,470 (8,153) (18,253)
Change in other current liabilities and provisions (77) (886) (723) (1,495) (176)
Net cash used in operations (1,838) (7.066) (560) (13,217) (14,972)
Cash flow from investment activities
Business acquisitions 9.360 0.360
Business disposals (net cash disposed) 300 900 400 900 1,200
Proceeds on sale of tangible assets (128)
Payments for tangible assets (23) (81) (628) (152)
Interest received 2 465 31 906 11
Net cash flow from investment activities 279 1,284 (197) 11,037 10,418
Cash flow from financing activities
Proceeds from issue of equity 4,029 4,100
Purchase of treasury shares (133) (133)
Proceeds from borrowings 5,000 4,000 5,000 6,000
Repayment of borrowings (42) (46) (140) (153) (168)
Repayment of lease liabilities (323) (305) (866) (672) (769)
Interest paid - lease liabilities (୧୫) 72 (139) 30 (8)
Interest paid - borrowings (10) (2) (16) (7) (aa)
Net cash flow from financing activities (434) 4,719 2,839 8,095 8,922
Net change in cash and cash equivalents (1,993) (1,063) 2,083 5,915 4,368
FX on translation OCI (30) 436 (111) (31) (77)
Cash and cash equivalents at the beginning of the period 8,321 6,546 4,326 35 35
Cash and cash equivalents at the end of the period 6,298 5,919 6,298 5,919 4,326

Heavy goods vehicles driving up emissions

~1% of UK road transport fleet

5% of UK traffic

17% of UK transport GHG emissions

Vehicles at the end of Q2 2024, road traffic in 2023 and greenhouse gas emissions from transport in 2022. Source: Department for Transport (2024)

Biomethane - a green fuel available at scale

ReFuels is a vertically integrated supplier of Bio-CNG

Underlying market with blue-chip customers

Licensed HGVs >18t in the UK ('000)

4x2 trucks 6x2 trucks Rigid

Penetration of 4x22 articulated HGV market

Confirmed order book yields clear pathway to >2,500 trucks

A typical replacement cycle of ~7 years indicates higher penetration going forward as diesel trucks are phased out

Blue-chip customer base

Blue-chip customer base supporting roll-out of new stations across the UK

Source: Department of Transport, UK

Total addressable market of ~145,000 trucks, with a total HGV fleet of ~230,000 trucks

Notes: 1) Figures after 2021 are not available through the Department of Transport 2) 4x2 articulated HGV market defined as UK's total number of 2-axle (4x2) articulated tractor units 3) In addition, the truck fleet comprises 38 6x2 trucks and 172 rigid trucks

Resilient customer adaption during uncertainty

Solidifying market leadership and increasing barriers to entry as station coverage expands

Network effect

An expanded network increases range and makes CNG more accessible, unlocking truck orders

Economies of scale

Lower prices for biomethane and electricity when volumes increases

Operational leverage

+15-20% employees to serve 30-40 stations and higher utilisation will amplify profitability

Experienced team with incentives highly aligned with shareholders

Philip Fjeld – CEO, Board of Directors

  • 22 years of experience in the gas industry
  • Founded FLEX LNG in 2006, listed the company and raised over USD 600 million in equity

Baden Gowrie-Smith – CFO, Board of Directors

  • Investment advisor with UBS for six years managing AUSD 750 million in assets
  • Experience at board level across several industries

Jasper Nillesen – Board of Directors

  • Managing Director and co-founder of RTFS
  • Seven years in strategy consulting and six years working for the energy trading platform Powerhouse in various roles

Peter Eaton – Sales & Business Development Director

  • Seven years' experience at Halewood International
  • Various positions from sales, to marketing, to brand management and business development

Mike Scott – Operations and Construction Director

  • 22 years' experience within the civil engineering and construction industry
  • More than 4 years at William Pye Ltd

Michael Kuhn – Group Finance Director

• 10 years' experience in financial services, project finance and asset management, with specific expertise in renewables and media at Investec Private Bank, Grant Thornton and Ingenious Asset Management

Jason Shepherd – Land Director

  • More than 10 years in UK Real Estate having started his career at Deloitte
  • Worked in front-end Land Acquisition and Planning elements of Real Estate, for retailers and mixed-used developers across the UK.

Alanna Flett – General Counsel

• Over 10 years' PQE as a solicitor qualified in Scotland, and has spent the past eight years working in the clean energy sector in both the UK and internationally

ReFuels is the UK's leading supplier of alternative fuels to commercial vehicles, supplying 100% renewable biomethane to heavy goods vehicles from our rapidly growing network of Bio-CNG stations.

ReFuels N.V. Evert van de Beekstraat 1-104, The Base B 1118 CL Amsterdam refuels.com