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Saeta Yield Execution & Growth November 2016

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Page 1: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Saeta YieldExecution & Growth

November 2016

Page 2: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Saeta is a total return investment opportunity, combining…

2

Attractive Dividend Yield based on stable CAFD

DPS Growthbased on having

a unique strategic platform

Robust portfolio of operating assets with stable cash

flows

Financial strength and liquidity to

tackle RoFO & third party opportunities

1st 2nd

&

Page 3: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

A renewable energy utility with a robust portfolio of assets

(1) Capacity refers to Gross Capacity.

(2) Estimated cash available for distribution after investing and funding activities excluding net release of cash retained. Forecasts of financial information are based on current assumptions, are inherently uncertain and are subject to significant business and economic risks and uncertainties. The forecasts shown here are forward-looking statements and actual results may differ materially.

• Regulated revenues

• LT O&M contracts in place

• No CAPEX needs

• No corporate tax until 2023

68

208

69%

23%

90% pay-out ratio: €61.4m dividend in 2016 (2)

As % of revenue

789 MW in Spain(1)

539 MW

16 wind farms

250 MW

5 CSP plants

Long-life assets: c.19 years remaining life

Fully operational with good performance

Regulated remuneration

Euro denominated

Stable cash flows

€m

€m

Stable & predictable cash flows(2)

WindSolar

Thermal

EBITDA Recurrent CAFD

3

Page 4: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Saeta is a platform to benefit from accretive growth opportunities

4

(1) ACS currently owns a 51% stake in the two wind farms in Peru totalling 129MW, a 75% in the Portuguese wind farm totalling 124MW and a 100% stake in the solar thermal plant in Spain, in the wind farm in Mexico, in the wind farm in Uruguay and in the transmission lines asset in Peru

(2) Lestenergia is in the process of carrying out a repowering to increase its capacity by 20MW

(3) Added a 49 MW wind farm in Uruguay (Pastorale)

Right of First Offer Agreement:

First drowpdown already achieved

Initial portfolio to be offered before Dec17

New assets developed by ACS or Bow Power (DevCo)

with no geographic limitation

Uruguayan wind farm added

Clear

Investment

Criteria

Accretive acquisitions: increasing DPS growth and attractive equity IRR

Assets providing safe and secure cash flows: in operation, long term revenue schemes, investment grade off-takers, safe jurisdictions and strong currencies

Saeta is benefiting from

ACS/GIP partnership and

the RoFO Agreement

Next RoFO Assets (503 MW)(1)

102MW

129MW

98MW(3)

50MW

400km

124MW(2)

USD EUR

Call option

1.6x

Next RoFO

assets:

503 MW

789 MW

1,292 MW

CurrentPortfolio

If all Next RoFOassets are acquired(1)

3rd Party Acquisitions

Additional growth in Europe & LatAm, with high market potential

Page 5: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Saeta, ACS & GIP will form a value generating partnership

Virtuous circle …

Long Term Win-Win Relationship

… and ample room for value creation

Development Cost of capital

Yieldco Cost of capital

Asset transactions

Sponsor Value Creation

Saeta Yield Value Creation

Accretive growth visibility for Saeta Yield

ACS reinforces its strategy on the concessional business while focusing on its traditional EPC business

Global agreement: Bow Power to develop new projects

Quicker rotation of new Bow Power assets

Value creation thanks to proper risk allocation

… with benefits for all parties…

EXPLOITATION

O&

M

EP

C

DEVELOPMENT

5

Strong corporate governance

Page 6: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

First dropdown of RoFO assets executed

6

Acquisition of Extresol 2 and Extresol 3 completed on March 22

Capacity 99.8 MW

Production’15 272 GW/h

Revenues’15 € 78 m

EBITDA’15 € 53 m

E1

E2

E3

Attractive price and returns: €118.7m;double digit equity IRR & 10.5% cash yield

DPS accretive transaction: up to €0.753 (€61.4m); +7.7% from previous dividend commitment

Very well known assets: operations under control as SAY was the asset manager (together with E1)

Portfolio risk reduction: lower market exposure, diversification of CAFD sources

Funded with company resources:Cash at HoldCo & Serrezuela financing

6

Tax optimization: this acquisition will allow the Group to delay the payment of taxes for two years

Page 7: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

More robust revenue and CAFD

7

Revenuebreakdown

CAFD bytechnology

Original portfolio New portfolio

• Market exposure will be reduced

• Technology breakdown will remain in the same levels: CAFD from E2 & E3 comes in exchange of CAFD from Serrezuela(1)

CAFD byplant

• Plant dependency is reduced: two more SPVs and less dependency on Serrezuela

38%19%

10 SPVs 12 SPVs

(1) Estimate based on Serrezuela being fully financed

30%

7%63%

Market Revenues Ro Ri

27%

8%65%

Market Revenues Ro Ri

62%

38%

CSP Wind

64%

36%

CSP Wind

Page 8: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Recurrent CAFD growth and dividend increase

8(1) 2016 recurrent expected CAFD according to IPO prospectus

(2) Dividend increase is effective since the date of the acquisition of the assets, the 22nd of March, 2016. Therefore, the payment will be prorated in 2016.

€61.4m

€57m

DPS growth+7.7%

IPO announced

dividend

New dividendafter E2&E3 acquisition(2)

Recurrent CAFD post financing increases by €4.7m

€63.5m(1)

Recurrent CAFD

€68.2m

Acquisition increases dividend yield by 70 bps

Page 9: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Increased quarterly dividend distribution

99

Total Dividend

Dividend per share(1)

SAY implicit annualized dividend(2) €61.4m€0.7528

Multiplied by 4 quarters

SAY has paid between Oct 15 and Oct 16 € 59 m of dividends

Dividend payment, November 30th €15.35m€0.1882

Dividend not impacted by the wholesale market price volatility

Paid from the share premium, with no withholding tax applied

Quarterly payments distributed c. 60 days after the end of the period

(1) Number of shares outstanding: 81,576,928. (2) The Board of Directors approves quarterly the dividend distribution, and can change the dividend payment if expected Recurrent CAFD changes because of structural reasons.

Current expected Recurrent CAFD considers an scenario of no growth. This does not represent any commitment of future payments.

Page 10: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Debt position September 30, 2016

10

525 499

382

51 15

439

101

912

232

1,179

Gross Debt31 Dec 2015

Debt Repayment Interests accrued E2 & E3 Grossdebt

Serrezuela newdebt

Gross Debt30 Sep 2016

Cash &Cash Equiv

(including DSRA)

Net Debt 30 Sept2016

(1) Calculated with Saeta Yield 2015 EBITDA plus the Extresol 2 and Extresol 3 2015 EBITDA, totaling € 209 m.(2) Cash in DSRA: €62m

(2)

Net Debt to EBITDA 2015(1)

5.7x

907

All debt is non recourse at the plant level

1,405

Leverage: 5.7x ND/EBITDA 2015(1)

Cost of debt: 4.4%

Interest rate hedges increased

Gross and Net Debt (€m)

Page 11: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Available liquidity to perform acquisitions

11(1) Not considering the Cash in DSRA: €62m nor other current financial assets. Holdco € 63 m and Plants € 103 m(2) Remaining undisposed funds (after the initial disposition, enpenses and the funding of the DSRA)

Sep 2016 Liquidity (€m)

Significant liquidity to fund additional accretive acquisitions

Growth opportunities for years 2016 and 2017

Serrezuela remaining disposals extended to Dec2016

€ 166 mCash at SPVs & Holdco(1)

€ 73 mSerrezuela financing(2)

€ 80 mRevolving

credit facility

€ 319 m

Page 12: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Saeta already delivering attractive DPS growth

Strong and flexible financial position to make accretive acquisitions of additional operating assets, that will crystalize in additional DPS growth

2015 1Q 2016 Rest of 2016 2017 2018

Initial Portfolio RoFO Dropdowns 3rd party acquisitions

€0.699 per share(1)

€ 57 m

Attractive DPS growth

12(1) Number of shares outstanding: 81,576,928. In 2015 the dividend has been paid on a pro-rata basis. In 2016, the increased dividend will be paid also on a pro-rata basis since the

acquisition of the assets, the 22nd of March, 2016.

€0.752 per share(1)

€ 61.4m

+7.7% Dividend policy

• Regular quarterly dividend

• Payout of 90% of recurrent CAFD

• Tax efficient dividend, share premium reserve (€696m)

Page 13: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

SAY stock price is still trading with a significant discount to consensus

1313

Significant upside, attractive dividend yield and future DPS growth

1: close price November 11th, 2016. For dividend yield, considering the implicit annualized dividend of 0.75 euros per share.2: Analysts: B. Santander, Bankinter, Fidentiis, Citi, BoAML, BPI, Soc. Générale, Kepler Cheuvreux, Haitong and BBVA3: calculated both including dividends

c.36% additional

upside

€ 8.1 per share

Market price1 Consensus2

€ 11 per share

• Significant upside according to consensus (+36%)

• YTD better performance that the market: Saeta Yield +1% vs.

IBEX35 -3%3

• Attractive dividend yield1 of 9%

Page 14: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Closing remarks

Saeta Yield is successfully executing its business plan

Good performance of the assets from the operations side

Strong financial position to keep growing

Attractive Dividend Yield based on stable CAFD

+7.7% DPS Growth

based on having a unique platform

14

First RoFO dropdown agreed, dividend growth delivered

Page 15: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

15

Appendix

9M16 Results

Page 16: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Extresol 2 & 3 contribution more than compensates low market prices

16

16

7874

9M15 9M16

7299

9M15 9M16

Achieved Mkt. Price: 29.2 €/MWh

5652

9M15 9M16

96138

9M15 9M16

Revenues (€m) EBITDA (€m)

+44%

Output: 829 GWh(vs. 761 GWh in 9M15)

Output: 595 GWh

(vs. 392 GWh in 9M15) +37%

Revenues (€m) EBITDA (€m)

-5%

-7%

Solar thermal

Wind

Achieved Mkt. Price: 36.4 €/MWh

(vs. 51.7 €/MWh in 9M15)

(vs. 44.6 €/MWh in 9M15)

Page 17: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

9M16 Consolidated Income Statement

1717

Income statement (€m) 9M15 9M16 Var.%

Total revenues 174.4 213.4 +22.3%

Staff costs -1.5 -1.7 +9.9%

Other operating expenses -47.9 -60.1 +25.5%

EBITDA 125.0 151.5 +21.2%

Depreciation and amortization -59.5 -71.8 +20.7%

Provisions & Impairments 0.0 0.0 n.a.

EBIT 65.5 79.7 +21.7%

Financial income 0.4 0.2 -57.6%

Financial expense -62.7 -50.3 -19.8%

Fair value variation of financial instruments 0.0 -0.7 n.a.

Profit before tax 3.2 28.9 n.a.

Income tax 4.8 -7.8 n.a.

Profit attributable to the parent 8.0 21.0 +162.0%

Page 18: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Consolidated Balance Sheet: Assets

18

Consolidated balance sheet (€m) 31/12/2015 30/09/2016 Var.%

Non-current assets 1,407.5 1,936.5 +37.6%

Intangible assets 0.2 0.2 +18.9%

Tangible assets 1,337.8 1,815.4 +35.7%

NC fin. assets with Group companies & rel. parties 1.3 1.2 n.a.

Equity method investments 0.0 12.9 n.a.

Non-current financial assets 7.1 12.7 +80.4%

Deferred tax assets 61.2 94.1 +53.8%

Current assets 244.3 310.3 +27.0%

Inventories 0.5 0.3 -36.0%

Trade and other receivables 58.0 77.8 +34.1%

C fin. assets with Group companies & rel. parties 2.2 0.3 -85.1%

Other current financial assets (incl. DSRA) 45.2 65.6 +45.1%

Cash and cash equivalents 138.4 166.3 +20.1%

TOTAL ASSETS 1,651.8 2,246.8 +36.0%

Page 19: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Consolidated Balance Sheet: Equity and Liabilities

19

Consolidated balance sheet (€m) 31/12/2015 30/09/2016 Var.%

Non-current assets 1,407.5 1,936.5 +37.6%

Intangible assets 0.2 0.2 +18.9%

Tangible assets 1,337.8 1,815.4 +35.7%

NC fin. assets with Group companies & rel. parties 1.3 1.2 n.a.

Equity method investments 0.0 12.9 n.a.

Non-current financial assets 7.1 12.7 +80.4%

Deferred tax assets 61.2 94.1 +53.8%

Current assets 244.3 310.3 +27.0%

Inventories 0.5 0.3 -36.0%

Trade and other receivables 58.0 77.8 +34.1%

C fin. assets with Group companies & rel. parties 2.2 0.3 -85.1%

Other current financial assets (incl. DSRA) 45.2 65.6 +45.1%

Cash and cash equivalents 138.4 166.3 +20.1%

TOTAL ASSETS 1,651.8 2,246.8 +36.0%

Equity 570.5 539.4 -5.4%

Share capital 81.6 81.6 -0.0%

Share premium 696.4 652.4 -6.3%

Reserves -127.9 -111.8 -12.6%

Profit for the period of the Parent 16.1 21.0 n.a.

Adjustments for changes in value – Hedging -95.6 -103.8 +8.5%

Non-current liabilities 965.2 1,523.2 +57.8%

Non-current Project finance 848.2 1,309.1 +54.3%

Derivative financial instruments 80.6 151.3 +87.7%

Deferred tax liabilities 36.4 62.7 +72.5%

Current liabilities 116.0 184.2 +58.7%

Current Project finance 58.3 101.9 +74.8%

Derivative financial instruments 22.5 36.5 +62.5%

Other financial liabilities with Group companies 0.1 0.0 n.a.

Trade and other payables 35.1 45.7 +30.1%

TOTAL EQUITY AND LIABILITIES 1,651.8 2,246.8 +36.0%

Page 20: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

9M16 Consolidated Cash Flow Statement

(1) Includes the acquisition of Extresol 2 & 3 and the Serrezuela financing funds disposed(2) Refers to the transactions concurrent with the IPO 20

Consolidated cash flow statement (€m) 9M169M16

Extraord.

(1)

9M16

Operating

Assets9M15

9M15

Extraord.

(2)

9M15

Operating

Assets

A) CASH FLOW FROM OPERATING ACTIVITIES 112.2 0.0 112.2 81.4 -14.5 95.9

1. EBITDA 151.5 0.0 151.5 125.0 0.0 125.0

2. Changes in operating working capital -4.8 0.0 -4.8 -16.8 -14.5 -2.3

a) Inventories 0.2 0.0 0.2 0.2 0.0 0.2

b) Trade and other receivables 9.0 0.0 9.0 5.3 0.0 5.3

c) Trade and other payables -2.8 0.0 -2.8 -20.8 -14.5 -6.3

d) Other current & non current assets and liabilities -11.1 0.0 -11.1 -1.6 0.0 -1.6

3. Other cash flows from operating activities -34.5 0.0 -34.5 -26.7 0.0 -26.7

a) Net Interest collected / (paid) -34.7 0.0 -34.7 -25.6 0.0 -25.6

b) Income tax collected / (paid) 0.3 0.0 0.3 -1.2 0.0 -1.2

B) CASH FLOW FROM INVESTING ACTIVITIES -89.7 -90.4 0.8 8.6 0.0 8.6

5. Acquisitions -90.4 -90.4 0.0 -0.6 0.0 -0.6

6. Disposals 0.8 0.0 0.8 9.2 0.0 9.2

C) CASH FLOW FROM FINANCING ACTIVITIES 5.3 100.6 -95.3 12.1 68.2 -56.1

7. Equity instruments proceeds 0.0 0.0 0.0 200.1 200.1 0.0

8. Financial liabilities issuance proceeds 103.6 103.6 0.0 65.3 65.3 0.0

9. Financial liabilities amortization payments -54.3 -3.1 -51.3 -232.5 -197.2 -35.3

10. Dividend payments -44.0 0.0 -44.0 -20.9 0.0 -20.9

D) CASH INCREASE / (DECREASE) 27.8 10.1 17.7 102.1 53.7 48.4

Cash flow from the operating assets 61.7 69.2

Page 21: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

21

Appendix

Other information

Page 22: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Cash flow visibility underpinned by a new regulatory scheme

(1) Remuneration to operation is not applicable to wind assets; (2) Source: Fitch (“Electric Shock II: Iberian Tariff Deficit Analysis”, 25 September 2014). Imbalances of up to 2% of estimated revenue or imbalance of up to 5% of the accumulated debt due to adjustments in prior periods, will be temporarily financed by operators receiving their remuneration from the electricity system, pro rata to the returns to which they are entitled as a result of the activity that they carry out. These imbalances will be compensated in following 5 years

...clear rules from new regulatory framework

• Output sold to the market

• Bands of prices limit market risk exposure

• Periodic recalculation to avoid volatility

Market Component

Regulated Component

Electricity saleat market price

Remuneration to Investment

Remuneration to Operation (1)

• Capacity payment on top of other components to guaranty a return on initial investment

• Fixed amount per MWhproduced to recover high operating costs (above expected market price)

Reasonable Return for assets efficiently managed

(5.5)(3.8)

(5.6)

(3.2)

0.4 0.6 0.5 0.6

2010 2011 2012 2013 2014 2015 2016 2017

Tariff deficit uncertainty has been coped with...

Historical tariff deficits between €3-6bn

No tariff deficit going forward(2)

€bn

Tariff Surplus

Zero deficit forecasted in 2015

Above €10bn measures approved by the regulator all through the value chain including renewables

22

Page 23: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Value of the portfolio hedged by the regulation

What happens in 2016 if power market close at

the expected current levels?

And if the price remains at €40 MWh for ever?

2016 adjustment: due to regulatory

price bands regulator will have to give SAY back c. €3-9m in the remaining life of the asset. SAY will have a net impact of c.€10m(1)

2017 onwards adjustment:regulated parameters (Ro and Ri) will be recalculated given the new market level

– CSP: Ro will increase in €12 per MWh(2)

– Wind: Ri will increase in a per MW figure equivalent to €12 per MWh(3)

– Wind & CSP: small extra Ri due to low prices in 2014 and 2016

Small increase in revenues on the long run

SAY will recover a similar level of revenues to the ones before the power market collapsed (€52 per MWh level)

Current low power prices have a very small impact on the value of the company: it is a c. €10m one-off hit

(1) Figures based on an expected range of mkt. prices and the corresponding market revenues for 2016. Assumes a loss of €14–21m and a long term recovery of €3–9m. Price adjustment is calculated taking into consideration the avge. mkt. price between oct15 and sep16 according to the regulation (see slide 6).

(2) Given the unitary standard OPEX of the plant will remain the same in real values (1% inflation), the regulation will compensate the drop in the electricity price from €52 per MWh to the €40 per MWh (considered in this illustrative example) through a €12 per MWh higher Retribution on Operations (Ro)

(3) Given that the wind assets will not achieve the same cash-flows through the market (as margins are c. €12 MWh lower), then the regulation has to give you a higher Retribution on Investment so these assets achieve the regulated reasonable return on investment (7.4% pre-tax IRR)

23

Page 24: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

ACS & GIP provide visibility of future growth

Source: ACS & ENR Global Sourcebook 2014; 1) Projects developed since 2004 in which ACS has invested; (2) Portion of the total investment carried out attributed to ACS, calculated as total investment multiplied by ACS stake in the plant at the moment of the construction; (3) ACS has developed conventional energy projects for third parties in the EPC role

ACS: A world leading infrastructure developer

Environment IndustrialServices

Construction

12%

Rest of Europe

Americas

Spain

Oceania

AsiaAfrica

€8.1bn Mkt. Cap(7 Mar 2016)

€67.1bn Backlog(Dec 2015)

210,000+employees

Unique reputation: #1 Intl. constructor and #3 power developer

First class O&M operator for wind and solar thermal

Skill in structuring project financing: >€5bn raised since 2003

Demonstrated expertise in project development:

2015 EBITDA: €2.4bn2015 Sales: €34.9bn

500MW

10,200kmTransmission lines

Solar Thermal plants

>8,000MW(3)Conventional Energy

1,400MWWind farms

c. €3bn

c. €2.4bn

-

c. €1.5bn

Capacity (1) Investment (2)

€7.1bnTotal

Growth visibility: greater firepower

Full alignment: rotation to Saeta Yield

Long term partner for renewable assets

GIP: Alignment with our business model

Worldwide leading infrastructure fund

Core investor and partner with ACS throughout the whole value chain

Exhaustive due diligence

24

Page 25: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Shareholding structure

Bow Power

(including Initial

ROFO assets)

Exclusivity to develop future renewable assets

worldwide

Free Float

ROFO & Call Option Agreement

~24.6%

24.4%

~51.0%~51% ~49%

ACS SI

100%

ROFO Agreement

25

Page 26: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Independent management team combined with a strong corporate governance

Independent and

experienced

management team

Majority of

independent Board

members

For related-parties

decisions, ACS and

GIP directors will

abstain from voting

Proper balance between an independent Saeta Yield and the sponsors maintaining a significant shareholding

Directly employed management team

Full incentive based on Saeta Yield performance

Extensive industry experience

Experienced and International Independent Board Members Honorato Lopez Isla (former CEO of U.Fenosa)

Jose Barreiro Hernandez (former Managing Director at BBVA)

Daniel B. More (former Managing Director at Morgan Stanley)

Paul Jeffery (former Head of European Power, Utilities and Infrastructure at Barclays Capital)

Transitional Services Agreement

Any other future related party decision

RoFO acquisition

O&M contract

Independent:

4

GIP

: 2

26

Page 27: Presentación de PowerPoint€¦ · 2015 1Q 2016 Rest of 2016 2017 2018 Initial Portfolio RoFO Dropdowns 3rd party acquisitions €0.699 per share(1) €57 m Attractive DPS growth

Disclaimer

This presentation has been prepared by Saeta Yield, S.A. (the “Company”) and comprises the slides for a presentation concerning equity story and the financial results of the

Company, which have not been audited and, consequently, the financials figures are subject to change.

This document does not constitute or form part of, and should not be construed as, an offer or invitation to acquire or subscribe, or a recommendation regarding, any securities of

the Company nor should it or any part of it form the basis of or be relied on in connection with any purchase of securities of the Company according to the Spanish Securities

Market Act (“Ley 24/1988, de 28 de julio, del Mercado de Valores”), the Royal Decree 5/2005 (“Real Decreto-Ley 5/2005, de 11 de marzo”) and/or the Royal Decree 1310/2005

(“Real Decreto 1310/2005, de 4 de noviembre”) and its implementing regulations.

In addition, this document does not constitute or form part of, and should not be construed as, an offer or invitation to acquire or subscribe, or a recommendation regarding, any

securities of the Company nor should it or any part of it form the basis of or be relied on in connection with any purchase of securities of the Company in any other jurisdiction.

Nothing in this document shall be deemed to be binding against, or to create any obligations or commitment on the Company.

The information contained in this presentation does not purport to be comprehensive. None the Company, or their respective directors, officers, employees, advisers or agents

accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the

information in this presentation (or whether any information has been omitted from the presentation) or any other information relating to the Company, its subsidiaries or

associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this

presentation or its contents or otherwise arising in connection therewith.

The information in this presentation includes forward-looking statements, which are based on current expectations and projections about future events. These forward-looking

statements, as well as those included in any other information discussed at the presentation to which this document relates, are inherently uncertain and are subject to risks and

assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future

capital expenditures and acquisitions, that could cause actual results to differ materially from forecasted financial information. In light of these risks, uncertainties and

assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one

undertakes to publicly update or revise any such forward-looking statement. Accordingly, there can be no assurance that the forecasted financial information is indicative of the

future performance or that actual results will not differ materially from those presented in the forecasted financial information.

Certain financial and statistical information contained in this document is subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of the

amounts listed are due to rounding.

The information and opinions contained in this presentation are provided as at the date of the presentation and are subject to change. In giving this presentation none the

Company or any of its respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to

provide the recipient with access to any additional information that may arise in connection with it.

By attending the presentation to which the information contained herein relates and/or by accepting this presentation you will be taken to have represented, warranted and

undertaken that you are you have read and agree to comply with the contents of this disclaimer.