Actis Energy 3 - Granicus

Actis Energy 3 Power Investing across the Emerging Markets

January 17, 2013

This Document is for Informational Purposes Only.

The positive power of capital 1

Contents

1. Overview

2. Actis & the Energy Team

3. Market Opportunity

4. Investment Strategy

5. Track Record

6. Summary

7. Appendix : Case Studies & The Actis Energy Impact Model


Overview


Key Ingredients for Investment Success

Compelling market opportunity driven by growth of power sector in emerging markets

+ Leading emerging markets investment organization

+ Proven investment team and strategy

+ Aggregation of hard assets with predictable cash flows

+ Process-driven approach

+ Limited competition

+ Rich pipeline and coinvestment opportunities

= Attractive Returns


A Differentiated Investment Proposition

1. Compelling market opportunity to invest in electricity generation and distribution

– Underpinned by strong growth in GDP and private consumption

– Electricity demand is growing faster than GDP across the emerging markets

– 80% of global electricity demand growth in the next 25 years is expected in the emerging markets1

2. Leading emerging markets investment organization with a 60 year track record of private investment

– 115 investment professionals across 9 offices

– $5.2bn assets under management

– 100% owned by its partners

– Local presence in Beijing, Johannesburg, Lagos, Nairobi, Cairo, Mumbai , São Paulo, Singapore and London

– Highest ESG standards

3. Proven investment team and strategy

– Proven and stable team in pan emerging markets energy investing

– 10 years of investing proven strategy in the emerging markets power sector

– Core industry and operational experience

– 2.2x and 27% IRR gross realised track record on US$1.05bn across 21 investments since 2002 (Fund 1 and 2) The realised track record of Fund 1 consists of 16 full realisations that have generated net returns of 1.8x and 20% IRR

– Capital deployed across 19 countries encompassing 9,540 MW capacity and 1.8 million customers

– Local presence in London, Mumbai, San José and São Paulo

1. Source: IEA World Energy Outlook 2011.


A Differentiated Investment Proposition

4. Aggregation of hard assets with predictable cash flows

– Assets’ cash flows supported by emerging markets growth fundamentals

– Timely allocation of capital globally to avoid regional asset bubbles

– Operationally intense private equity investing focused on building scale

– Aggregation of hard assets into scalable platforms and operational improvement of high growth distribution businesses enhance value creation

5. Process-driven approach

– Target markets with broad political support for private sector investment

– Focus on efficient, operating, cash flow generative assets

– Long-term well-structured power-purchase agreements with creditworthy counterparties

6. Limited competition

– One of few investors that has deployed and realised more than ten energy investments in the emerging markets¹

– Only investor that has deployed and realised capital in energy investments across three emerging regions²

– Less capital raised for emerging markets energy investment suggesting limited return compression ahead Majority of funds raised for developed markets: $28bn raised over 69 funds versus $116bn over 125 funds for developed markets since 2000¹

Majority of investment demand in the emerging markets; global demand set to double and almost all from emerging markets

7. Rich pipeline and coinvestment opportunities for 2012/2013

– Advanced stage pipeline $155m

– Overall current coinvestment pipeline $680m

1. Source: First Avenue Research. 2. Source: Preqin : Analysis incorporates all infrastructure funds raised since 2007 with energy exposure.


Actis & the Energy Investment Team


London

São Paulo

Johannesburg

Nairobi

Beijing

Singapore

Mumbai

Lagos

Cairo

Actis: A leading emerging markets investment organisation

31% IRR Private Equity Realised US$

gross IRR from 71 exits

$5.2bn Funds under management

155 Limited partners

1. As at 30 September 2012, across asset classes (Private Equity, Energy and Real Estate). 2. From 1998 to 30 September 2012, all track record data excludes mining, oil and gas and transport infrastructure deals.

115 Investment

professionals

Countries in which Actis has invested since 1998

29 Partners

Actis office

7

9 Offices


A differentiated investment proposition

• Actis has a 60 year heritage of private equity investment in emerging markets and is owned 100% by its partners and employee benefit trust

• Actis has US$5.2bn funds under management committed by 155 investors and invested in c. 70 portfolio companies that together employ over 110,000 people

• Actis has the largest team dedicated to emerging markets – 115 professionals in nine offices

• Our global platform allows us to dynamically allocate capital to where we see the best opportunities to deliver alpha

• Actis has a proven track record of building differentiated and diversified portfolios across regions and products:

Private Equity

• Experienced team of 88 investment professionals, located in nine offices

• US$3.8bn committed to 114 private equity investments since 1998

• 31% IRR and a 2.9x TMB realised from 71 exits (fully realised)1

• A proven and thematic strategy of investing in mid-market growth businesses with limited leverage (US$50 – 250m)

• Specialisation in control investments, sectoral expertise and operational improvements

• US$790m co-investment offered since 2005, either to limited partners in Actis managed funds or alternatively to third parties, where appropriate

• LPs can commit to the diversified pan-EM global pool (c. 20-25 investments) or to regional pools (India, Africa: 5-10 investments each)

Africa Real Estate

• 10 dedicated and experienced real estate investment professionals in London, Johannesburg, Lagos and Nairobi

• AR1: US$162m committed to nine investments since 2006

• AR1 portfolio is currently valued at 30% IRR and 2.0x TMB and includes three realisations to date1

• A proven and focused strategy of targeting A-grade retail and office assets across selected high growth markets in Sub-Saharan Africa (US$15 – 30m)

• AR2 $268m fund: seven seed investments, two office developments in Ghana and Nigeria, two mixed-use developments in Kenya and Ghana and one retail development in Zambia totalling c.US$160m of equity

• Pipeline includes co-investment opportunities totalling US$115m in equity value

Energy

• 17 dedicated investment professionals with extensive operational expertise in London, Mumbai, San José and São Paolo

• Since 2002, Actis has deployed US$1.1bn in 19 countries across 21 investments

• 27% IRR and a 2.2x TMB realised from 16 exits1

• A proven and replicable strategy of aggregating energy assets into scalable regional platforms, targeting attractive risk-adjusted returns (US$50 – 150m)

• Actis currently expects to invest approximately two-thirds of the Fund’s capital in power-generation businesses for aggregation into regional energy platforms with critical mass and the balance in market leading power-distribution companies

• Rich pipeline of co-investment opportunities including US$155m in advanced stages

1. As at 30 September 2012.


London

Mumbai

A Proven Energy Investment Team

1. Capital deployed in Fund 1 and Fund 2 at 30 September 2012. 2. From 2003 to 30 September 2012.

Countries in which the Actis Energy Team has transacted

Actis Energy Team presence

San José

$1.13bn¹ Capital

Deployed

19 Countries in which energy investments transacted

4 Locations

27% IRR² Energy

Realised US$ gross IRR

17 Dedicated

Investment professionals

São Paulo

Source: Actis


A Well Resourced Energy Investment Team

Energy Team

7 Average years tenure at Actis

13 Average years experience in PE / Energy

Senior team (excludes 5 Associates)

Investment Committee

Member Position Years Actis experience

1Years PE/Energy experience

Years EM experience

Investment Committee

Paul Fletcher √ Senior Partner 12 12 19

Alistair Mackintosh √ Chief Investment Officer 8 25 10

Chris Coles √ Head of Sectors & Banking 4 4 4

Energy Team

Torbjorn Caesar √ Co-head of Energy, Power Generation 10 22 19

Michael Till √ Co-head of Energy, Latin America 16 16 18

Sanjiv Aggarwal Partner, Asia 4 17 24

David Grylls Partner, Africa & Distribution 9 27 14

Mikael Karlsson Partner, Operations & CEO Globeleq 5 23 23

Lucy Heintz Director, Renewables 11 11 16

Abhishek Bansal Investment Principal, Asia - 7 9

Eduardo Bozo Investment Principal, COO 9 9 12

Abhishek Goel Investment Principal, Asia 3 3 10

Michael Harrington Investment Principal, Latin America 4 7 7

Adrian Mucalov Investment Principal, Africa 3 3 6

Nicolas Navas Investment Principal 1 12 6

1. Includes Globeleq.

14 Average years

experience in EMs


Compelling Emerging Markets Industry Experience

Name Role Expertise Background

Operational Excellence

Torbjorn Caesar Co-head of Energy Power development, growing ‘buy and build’ platforms and operations

Globeleq, ABB Energy Ventures

David Grylls Partner, Africa & Distribution Power distribution businesses Midlands Power International, Covanta, Mission Energy, BP

Mikael Karlsson Partner, Operations & CEO Globeleq Power development, growing ‘buy and build’ platforms and operations

Globeleq, ABB Energy Ventures

Lucy Heintz Director, Energy Power development, renewables Globeleq

Jake McConnell Globeleq VP of Engineering Power development, operations and engineering

Globeleq, El Paso Energy/Coastal Power, the Tennessee Valley Authority, Bechtel Corporation

Industry Insight

Suman Babbar Senior Advisor and NED DFI Financing of the Power Sector in over 30 Countries

National Thermal Power Corporation and the World Bank

Dr. Dominique Candrian Senior Advisor and NED Listed Power Equity Value Drivers, Risk Mitigation & Global Power Sector Trends

EIC Partners AG, Energiedienst Holding AG, ABB Energy Ventures

Peter Giller Senior Advisor and NED Project Development, growing ’buy and build’ platforms and operations

International Power plc, ABB Energy Ventures

Jacob Worenklein Senior Advisor Strategic Advisory, Project Finance & Managing Power Businesses in Developed Markets

US Power Generating Company, Globeleq


Market Opportunity


A Substantial and Growing Market Opportunity

• Extraordinary growth in emerging markets power demand. Demand to almost double by 2035.

• Electricity is a scarce commodity

• Persistent and growing demand/supply gap

• US$10 trillion private sector investment opportunity¹

1. Source: IEA World Energy Outlook 2011 (TWh – Terawatt hour).

Growth in global electricity demand¹

65% 53%

37%

35%

47%

63%

1990 2009 2035(E)

OECD EM

10,100TWh

17,200 TWh

31,722 TWh


Realised investments (16)

Current investments (9)1

A Deep and Diverse Investment Opportunity Set

1. Represents the total number of underlying assets.

Primary target markets

Secondary target markets

Source: Actis


Investment Strategy


A Focused Investment Strategy

The timely allocation of capital to the best risk adjusted investment opportunities globally

• Power generation and distribution businesses based in Asia, Latin America and Africa

• Control and growth investments of US$50- US$150m

• Established businesses and brownfield expansion opportunities. Greenfield only as an add-on to existing brownfield platforms.

• Contracted, predictable cash flows

• Generation: Buy and Build. Aggregate assets into regional platforms of scale.

• Distribution: Improve efficiency and increase levels of both sales and market penetration.

• Five Pillars:

1. Assess, repackage and mitigate risks

2. Professionalise management teams

3. Drive operational improvements and growth

4. Optimise capital structure

5. Implement world class corporate governance through Actis’ Positive Power of Capital (ESG) program

Building high performing energy businesses with scale that make attractive acquisition targets

Investment Criteria Investment Thesis


Process-Driven Risk Mitigation

Strategic Considerations

Actis targets markets with broad political support for private sector investment and with a history of regulatory stability

The portfolio business must be an essential local service and efficient marginal producer, ensuring cash generation will remain uninterrupted even in stress situations

Invest in cost competitive and transparent businesses

Focus on operating, cash flow generative, brownfield assets (greenfield assets only as platform add-ons)

Structuring Considerations

Long-term power-purchase agreements with creditworthy contractual counterparties or over-collateralized cash accounts

EPC (Engineering, Procurement & Construction) contracts that shift project construction to the contractor

Sovereign guarantees and political risk insurance

Hard currency or hard currency-linked revenues

Non-recourse finance

Political cover from DFI (Development Finance Institution) involvement and local governmental sponsorship


The Actis Energy Impact Model


Few Experienced Competitors

• Actis is one of a handful of investors that has deployed and realised more than ten energy investments across three or more regions in the emerging markets

Source: Actis and FAP. Emerging markets energy investments only.

Ge

og

rap

hic

Fo

cus

Energy assets under management and investment capacity

Energy focus

= US$500m = US$100m = US$50m Energy specialist

Infrastructure

Global

Pan-Emerging Markets

Local / regional

<2 investments executed

2 investments executed 3+ investments executed 10 + investments executed and realised

Actis


Little Competing Capital

1. Source: Preqin : Analysis incorporates all infrastructure funds raised since ‘00 with energy exposure. 2. Source: IEA World Energy Outlook 2011 (TWh – Terawatt hour).

Emerging Market Demand

The majority of total energy demand will soon be in the emerging markets

Growing Opportunity

Demand to continue to outpace the supply of capital

Limited Capital

Insufficient capital has been raised to address the emerging markets

energy gap

$28bn estimated fund capital raised in 69 funds in emerging markets since 20001

$116bn estimated fund capital raised in 125 funds for

developed markets since 20001

53% 37%

47%

63%

Global Electricity Demand 2009

Global Electricity Demand 2035(E)

OECD Emerging Markets 31,722 TWh

17,200 TWh

2


Proof of Concept: Generation: Creating Regionally Focused Platforms of Scale

US$602m

US$291m

0 200 400 600 800

Proceeds

Invested

US$548m

US$199m

0 200 400 600

Proceeds

Invested 2,247 MW

total

1. As of September 30, 2012: Gross IRR calculated after allocation of corporate overhead across regions.

• Buy-and-build platforms

• Build scale portfolios

• Aggregate, develop and acquire

• Implement Actis’s Positive Power of Capital program

• Drive value in competitive exit process

Globeleq Asia & MENA 25% IRR1, 2.1x

Globeleq Latin America 2002-2007 36% IRR1, 2.8x

1,810 MW total

Source: Actis


Proof of Concept: Distribution: Capturing Organic Growth

US$150m

US$15.3m

0 50 100 150

Target Proceeds

Invested

1. Target returns, Gross IRR. 2. Invested amount accounts for the co-investment completed in December 2011. Formerly named DEOCSA-DEORSA

1.4m customers

• High organic growth

• Monopoly businesses

• Operational improvements

• Optimize capital structures

• Implement world class governance via Actis’ Positive Power of Capital (ESG) program

• Exit to strategic investors or IPO

Umeme 100%+, IRR, 10.0x+¹

Energuate2

29% IRR, 3.3x¹

0.5m customers

US$297m

US$90m

0 100 200 300 400

Target Proceeds

Invested

Source: Actis


Expected Fund 3 Portfolio Construction

40%

30%

30%

Americas Africa Asia

40%

40%

20%

Established Growth Developer Development

34%

33%

33%

Distribution Thermal Renewables

70%

30%

Control Minority

Technology Region

Control Stage


Deals Sourced from the Top Down with Local Bottoms Up Referencing

• Top down sourcing through access to DFI, governments, and major global and regional corporations

• Bottom-up referencing of deals and developers via Actis’ network of local offices, local professionals and senior advisors

421 Opportunities seen¹

190 Initial review

54 Due Diligence

24 Preliminary IC

10 Approved

7

Committed

Current pipeline: 15

Shadow portfolio: 100 1. Fund 2.


Track Record


A Proven Track Record

527

726

606

1,349

Cost Value

Fund 1 and Fund 2 Energy track record (US$m)1

Unrealised Realised

# of investments 21

# of exits (fully realised) 16

2.2x/27% IRR Realised Fund 1 gross return

1.8m Distribution customers

9,540MW Generation capacity

21m People accessing energy

generated by Actis portfolio companies in 2011

Source: Actis 1. As of 30 September 2012.


• Fund 2 – US$752m

• 87% committed2

• Pipeline identified to take to full investment during 2012

• Currently held at 1.4x1

• TVPI 1.2x and net IRR 10%1

Globeleq Africa

• Building a pan-African power generation platform

• Three assets in operation with options to expand

• Four projects under construction

• Exit through a competitive process in 2015

US$300m, 2009

GVK

• Supporting growth of leading Indian power developer

• 916MW in operation, 870MW in construction

• 1,320MW in development

• Once scale is reached, exit via listing in 2016

US$90m, 2011 US$75m, 2010

Umeme

• Over US$120m investment in network improvements

• Management drives strong ESG culture

• Tariff review now substantially agreed with regulator

• Partial IPO on the Ugandan Stock Exchange in November 2012. The IPO was 40% oversubscribed

• Expected IRR in excess of 100% and TMB of 10x

US$15m, 2009

Energuate3

• 100 day plan execution completed

• Five-year strategic plan underway

• Management and board structure finalised

• Positive Power of Capital framework and action plan in place

• Completed US$50m co-investment in December 2011

• Target exit date 2015, likely to strategic buyer

US$75m, 2010

Globeleq Mesoamerica Energy

• Building a platform of at least 4 renewable assets

• Three assets in operation or construction

• Require one more asset to achieve critical mass

• Exit through a competitive process in 2015

Fund 2 Portfolio Development is on Plan

Source: Actis

1. As of 30 September 2012. 2. As of 30 September 2012. 3. Note: formerly known as DEOCSA/DEORSA


Risk Mitigation in Practice – Fund 1 (Fully Realised)

Key structural levers on downside protection

Operational / Development EPC Wrap1

Contractual revenue

/PPA Sovereign guarantee

DFI support / political risk

insurance

Hard currency revenues

Generation

Azito Op COBEE Op Fortuna Op Haripur Op Kabirwala Op Kallpa Dev Kelvin Dev Meghnaghat Op Nejapa Op NEPC Op Pedregal Op Sidi Krir Op Songas Dev Southern Cone Op Tsavo Op

Distribution

Umeme Op n/a

1. EPC – Engineering, procurement and construction.


Risk Mitigation in Practice – Fund 2

Key structural levers on downside protection

Operational / Development EPC Wrap

Contractual revenue

/PPA Sovereign guarantee

DFI support / political risk

insurance

Hard currency revenues

Generation

Globeleq Generation • Azito Op • Empower Dev • Songas Op • Tsavo Op GQ MesoAmerica (GME) • PESRL Op • CdH Dev GVK Energy • Operational assets Op • Development assets Dev Distribution

Umeme Op n/a DEOCSA-DEORSA Op n/a


History of Positive Distribution of Returns at High Multiples

Realised Energy Investments

0

1.5

2.3

2.9 2.9

3.6

24.5

0.7

1.7 1.8 2.0

3.0

1.7 1.8

2.1 2.3

Kel

vin

Um

eme

Ped

rega

l

Son

gas

Kab

irw

ala

Azi

to

NE

PC

Tsa

vo

Meg

hn

agh

at

Har

ipu

r

For

tun

a

CO

BE

E

Kal

lpa

Sid

iKri

r

Sou

ther

n C

one

Nej

apa

Asia Africa Americas Source: Actis


Appendix: Track Record & Case Studies


Track Record: Fund 1 (Fully Realised) As at 30 September 2012

1. Transferred to Fund 2 at an independently calculated valuation of US$131m.

Amounts in US$m Entry Region No. Cost Proceeds Unrealised Total value TMB IRR

Realised deals

Southern Cone 2003 LatAm (71) 259 - 259 3.6x 37%

Tsavo¹ 2003 Africa (6) 13 - 13 2.0x 16%

Azito¹ 2003 Africa (3) 6 - 6 1.8x 13%

Songas¹ 2003 Africa (146) 251 - 251 1.7x 24%

Kelvin 2003 Africa (52) - - - 0.0x n/a

Meghnaghat 2003 S.Asia (90) 185 - 185 2.1x 24%

Haripur 2003 S.Asia (58) 132 - 132 2.3x 29%

COBEE 2004 LatAm (50) 145 - 145 2.9x 49%

Sidi Krir 2004 Africa (118) 356 - 356 3.0x 52%

Umeme¹ 2005 Africa (19) 13 - 13 0.7x n/m

Kallpa 2006 LatAm (20) 57 - 57 2.9x 186%

NEPC 2006 S.Asia (8) 15 - 15 1.8x 45%

Fortuna 2006 LatAm (72) 168 - 168 2.3x 246%

Pedregal 2006 LatAm (5) 8 - 8 1.5x 54%

Kabirwala 2006 S.Asia (29) 50 - 50 1.7x 55%

Nejapa 2006 LatAm (4) 106 - 106 24.5x n/m

Overheads & project costs (26) (241) - (241)

Investments using internally generated cash & corporate debt 173 (173) - (173)

Fund 1 16 (606) 1,349 - 1,349 2.2x 27%

Source: Actis


Track Record: Fund 2 As at 30 September 2012

Source: Actis

1. On a deal basis, valuation for GVK Energy has been significantly affected by currency depreciation (INR). 2. Originally a direct investment by AI2, Empower was transferred to Globeleq Generation as part of a restructuring of its business in 2010. As such, it is counted as a separate deal but is managed by

Globeleq and is in process of being exited. Note that Songas, Tsavo, Azito and GME s are all assets held by Globeleq.

Amounts in US$m Entry Region Cost Proceeds Unrealised Total value TMB1 IRR

Unrealised deals

Umeme 2009 Africa (15) 9 137 146 9.5x 147%

GVK Energy 2010 S.Asia (75) - 55 55 0.7x1 n/m

Energuate 2011 Latam (81) - 126 126 1.6x 43%

Globeleq (357) 97 302 399 1.1x 7%

Empower 2 2007 Africa (80) 60 1 61 0.8x n/m

Songas 2009 Africa (95) 133 68 202 2.1x 193%

Tsavo 2009 Africa (8) 9 16 25 3.1x 133%

Azito 2009 Africa (37) 21 25 46 1.2x 20%

South Africa Renewables – aMainstream

2012 Africa (61) - 77 77 1.3x 121%

GME – CDH/PSERL 2010 Latam (54) 1 95 96 1.8x 40%

GME - Eolo 2012 Latam (21) - 26 26 1.2x 72%

Overheads & project costs (14) (112) (7) (112)

Investments using internally generated cash & corporate debt

14 (14) - (14)

Actis Infrastructure 2 (527) 107 620 726 1.4x 22%


Investment Rationale

Market Opportunity

Risk Mitigation

Actis Operational Value Add

Region Pan-EM

Sector Generation

Deal type Acquisition

Date 2002-07

Actis equity US$606m

Buy and Build: Globeleq Ltd (2002-2007)

• Opportunity to create a leading emerging markets power company, at a time where global economy was recovering from shock (9/11, Enron) and corporates were divesting

• Actis able to create the right team, capital and systems to implement its strategy of executing 4-6 projects in 2-3 years

• Large market opportunity in emerging markets power • High level of industry activity at the time, with large power

corporations divesting non-core assets in emerging markets

• Portfolio acquisitions of operating assets eliminated early stage project risk. Relatively little exposure t0 construction and refurbishment risk

• Long-term contracts backed by sovereign guarantees and denominated in hard currency

• Focus on control and operational efficiency to enhance value and appeal to potential buyers

• Single operating vehicle used to aggregate assets and benefit from economies of scale and synergies

• Successful regional portfolio acquisitions from AES (Africa and Asia in 2003, US$275m), and El Paso (Americas and Asia in 2006, US$242m)

• Other key milestones included the acquisition of Sidi Krir from Intergen and Edison in 2005, the expansion of the Songas gas-fired plant in Tanzania and the addition of a greenfield development in Peru in 2005

• Team’s international networks created access to proprietary transactions (e.g. Sidi Krir, AES acquisitions)

Source: Actis


• Renewable growth platform • Operating assets and solid growth pipeline • Best renewables team in the region • Strong wind regime • Grow to scale and exit “the Central American Renewable

Company”

Target Value Creation


• High electricity costs in Central America • Demand for power forecast to grow 5 - 6% p.a. • Diversification away from thermal power • Focus towards renewables

Market Opportunity

• Government guarantee and tariff competitiveness around thermal generators

• Construction agreements with strict deadlines in place • High average wind speeds reduces uncertainty around speed

predictions

Risk Mitigation


• Consolidated GME as a stand alone business • Replaced EPC contractor with a more competitive and

comprehensive offer • Implemented best practice in health & safety, management

systems and reporting • Sourced and closed acquisition and financing of “Eolo” wind

farm in Nicaragua (44MW) • Progressing proprietary pipeline • Ability to bring project to close with very attractive debt

terms

Region Central America

Sector Generation


Date January 2010

Actis equity US$75m1

Buy and Build: Globeleq Mesoamerica Energy (GME)

1.0

1.2

1.0 3.2

0.0

1.0

2.0

3.0

4.0

Original cost Yield Multiple expansion

AI2 TMB

TM

B

Note: CdH value creation target shown as illustration. GME portfolio at exit expected to be comprised of 3 to 5 assets. Please refer to slide 47 for important notice re target and forecast cash flows. Source: Actis Note 1. Drawn equity commitments may be lower due to early distributions from GME.


• Established operating assets and solid pipeline of further investment opportunities

• Stable, predictable contracted cash flows • Opportunity to build a market leader in African power

generation • Strong regulatory regimes



• Strong global demand for energy • Local logistical shortages for production and movement of

energy supplies • Pending government subsidisation of the industry • Lack of developers in the region

Market Opportunity

• Sovereign risks mitigated by participation of multilateral agencies such as the World Bank and IFC

• Construction risks mitigated through strict contractual deadlines and use of reputable and proven partners

• Long-term contracts backed by sovereign guarantees • Hard currency contracts

Risk Mitigation


• Currently negotiating with sector authorities for proprietary opportunities to expand gas transportation capacity at Songas and convert the Azito power station to CCGT

• Introducing best-in-class governance and operational standards at platform and asset levels, enhancing transparency, efficiency and responsible investment practices across operations

Region Africa

Sector Generation


Date September 2009

Actis equity US$300m

Buy and Build: Globeleq Africa

0.5

0.5 0.8

0.4

0.7 (0.2) (0.2) 1.7

0.0

0.5

1.0

1.5

2.0

2.5

Original Cost

Operating assets

Planned expansions

Yield GQ Costs Mgmt Gain AI2 TMB

TM

B

Future commitments

Note: please refer to slide 47 for important notice re target and forecast cash flows. Source: Actis


• Regulated return on capital deployed on network investment of 20%

• Strong underlying demand growth • Solid operational track record


1. Excludes assumption of $20m loan in SPV at the time of acquisition. 2. From 2007 through 2012E.


• Regulated monopoly, supplying over 450,000 customers • Substantial market growth: 12% average annual volume

sales growth over the last five years • Opportunity to replicate the Umeme distribution platform

in other markets

Market Opportunity

• Sound regulatory environment • De-risked investment structure utilising a World Bank

partial risk guarantee alongside MIGA insurance • Initial 18 month exit option in the case of non-performance • Federal government guarantee

Risk Mitigation

Actis Operational Value Add • Focus on health & safety, customer service, cost and budgetary

control • Continued operational improvements: reduced electricity line

losses from 35% in 2009 to 26% in 2012 (expected), increased cash collection rates from 70% in 2005 to 95% in 2012 (expected)

• Substantial growth in sales (18%) and EBITDA (19%)2 • Supported over US$150 million capex to improve network2 • Change of management: new MD, CFO, COO • Raised first external debt with US$25 million IFC facility • Partial IPO on the Ugandan Stock Exchange in November 2012.

The IPO was 40% oversubscribed • Expected IRR in excess of 100% and TMB of 10x

Region Uganda

Sector Distribution


Date Nov 2009


Acquisition: Umeme

1.0 1.7

1.4

5.9 10.0

0.0

2.0

4.0

6.0

8.0

10.0

12.0

Original cost EBITDA growth Yield Multiple expansion (less costs/fees/debt)

AI2 TMB

TM

B



1. US$140m was reduced to US$90m following co-investment in December 2011.

• Electricity distribution business with 1.4m customers • Regulated return with highly predictable cashflows • Attractive entry valuation • Grow, de-gear and exit in five years



• European players re-focusing strategy • Industry networks secured proprietary transaction • Guatemala has fastest sales growth in the Central American

region with a CAGR of 6.6%

Market Opportunity

• Guatemala’s power generation is oil fired, and there is oil price risk but the business could pass on increases

• The companies have historically received fair regulatory reviews and expect little change

• High quality local chairwoman and strategy of community engagement

Risk Mitigation


• Improving quality of service to customer - reducing regulatory penalties and customer complaints

• Enhanced employee and contractor safety • Obtaining development finance • Cash management, operating cost reduction and tax

treatment • New CEO and board

Region Guatemala

Sector Distribution


Date May 2011


Acquisition: Energuate (formerly DEOCSA/DEORSA)

1.0

1.0

1.0 0.4 0.1 (0.2)

3.3

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

Original cost

EBITDA growth

Leverage reduction

Yield Multiple expansion

Mgmt gain AI2 TMB

TM

B



• Leading power developer and operator • 916MW in operation and 2,190MW in construction or

development • Growth plan with proven management team • Public listing expected once scale is achieved


1. US$75m disbursed to date.


• Persistent supply-demand gap in India • Forecast annual growth of 9% over next seven years • Regulatory framework encourages private sector

participation • Strong availability of domestic debt

Market Opportunity

• Fuel supply costs can be passed through • Captive coal mines mitigate fuel supply risk for coal fired

assets • Technology diversification (coal, hydro) also mitigates risk

where fuel supply risk does exist, e.g. gas

Risk Mitigation


• Development of project pipelines in particular thermal expansion underway

• Introduced comprehensive ESG management and monitoring

• Recruitment of safety officer, environmental technical expert and community relations officer

• Advising company on acquisition opportunities and execution of growth strategy

Region India

Sector Generation

Deal type Growth Capital

Date December 2010


Growth capital: GVK Energy Limited

1.0

0.9

0.3 2.2

0.0

0.5

1.0

1.5

2.0

2.5

3.0

Original Cost EBITDA Growth Re-rating at Exit AI2 TMB

TM

B


Contact

The positive power of capital

Contact

Torbjorn Caesar, Partner, Co-Head of Energy

Tel: +44 20 7234 5065

[email protected]

Paul Buckley, Partner

First Avenue Partners LLP (London)

Tel: +44 20 7016 6601

[email protected]

Michael Till, Partner, Co-Head of Energy

Tel: +44 20 7234 5063

[email protected]

Alasdair Maclay, Director, Investor Development Group

Tel: +44 20 7234 5051

[email protected]

Jonathon Bond, Partner, Head of Investor Development Group

Tel: +44 20 7234 5098

[email protected]

Jim McCarvill, Partner

First Avenue Partners LLP (New York)

Tel: +1 646 532 6832

[email protected]


Important notice

This document is issued by Actis LLP (‘‘Actis’’) which is authorised and regulated by the Financial Services Authority in the UK (“FSA”). Funds promoted by Actis (the “Funds”) fall within the FSA’s definition of “Unregulated Collective Investment Schemes” (“UCIS”) and the promotion of a UCIS either within the UK or from the UK is severely restricted by statute. Consequently, this document and interests in the Funds are only made available to Professional Clients as defined by the FSA’s rules and any other person who receives this document should not rely upon it. This document has been approved by Actis solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 for communication to Professional Clients as defined by the FSA’s rules.

Actis is a limited liability partnership registered in England and Wales (registered no. OC305927). A list of the members of Actis is open to inspection at its registered office, 2 More London Riverside, London SE1 2JT, England.

The information contained herein may not be relied on for any purpose and no responsibility is accepted by any person for the accuracy or completeness of such information. Readers should not treat these materials as advice in relation to legal, taxation or investment matters and are recommended to consult their own advisers in relation to any such issues.

Any prior investment results and returns of the Funds in this document are provided for illustrative purposes only and are not necessarily indicative of the Funds’ potential investment results. There can be no assurance that these or comparable investment results or returns will be achieved by the Funds, that the Funds will be able to avoid losses or that Actis will be able to make investments similar to the existing and historical investments of the existing Funds managed by Actis due to, amongst other things, economic conditions and the availability of investment opportunities.

Target and forecast realisation cash flows, company by company, have been formed on the basis of a series of assumptions regarding future market conditions (political, regulatory, macro-economic etc.), assumed levels of future growth in portfolio company earnings, pricing conditions, currency fluctuations, portfolio company funding requirements and exit timing. The forecast realisation cash flows referred to on pages 41 to 45 are Actis’s best estimate of the outcome for the respective investments. They are based on many assumptions regarding factors which by their very nature are highly uncertain. As a result, the actual performance of the investments may differ materially from the projections provided below. Projections are provided for illustrative purposes only, are not a reliable indicator of future performance and should not be relied upon for or form the basis of an investment decision. Actis accepts no liability for any investment decision based in whole or in part on the return projections set out below, or for any other loss, expense or other liability associated with an act or omission to act carried out in reliance on or in connection with the return projections set out below.


Important notice

For US Investors:

This document has been distributed on behalf of Actis by FAP USA, L.P. (“FAP”’). FAP is authorized and regulated by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The document is confidential and its sole purpose is to serve as a foundation for discussions regarding Actis Energy 3 (the ‘Fund’). The document and the information contained herein do not constitute, or form part of, any offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any shares or other securities in the Fund. In deciding whether to invest in the Fund, prospective investors should read the entire confidential Private Placement Memorandum of the Fund, including the information about risks associated with an investment in the Fund and the material terms of the Fund’s constituent documents. A future offer, if any, to invest in the Fund, may be made on terms different from those described herein, and the information contained herein should not be relied upon in connection with any investment decision. By accepting delivery of this presentation, the recipient pledges to use the document solely for the stated purpose and not to share it with any other party without the written permission of FAP. FAP has not independently verified the information in this document and no warranty, express or implied, is made as to the accuracy of the information contained in this document by FAP, Actis, the Fund or anybody else. No responsibility or liability, whether direct or indirect, express or implied, contractual, statutory or otherwise, can be accepted by FAP, Actis or the Fund for the contents or accuracy of this document or any omission from this document.

FAP has not taken any steps to ensure that an investment in the Fund would be suitable for any particular investor. Each potential investor should, in the event that an offer to sell or issue securities in the Fund is subsequently made, carefully review all legal documentation relating to such investment and also consult with its independent financial advisor, lawyer or accountant as to legal, tax and related matters to which it may be subject under the laws of the country of residence or domicile concerning the acquisition, holding or disposition of any such investment in the Fund. FAP USA,L.P. is a member of FINRA. / SIPC.

For Non-US Investors:

This document has distributed on behalf of Actis by First Avenue Partners LLP, which is authorized and regulated by the Financial Services Authority. The information in this document does not constitute, or form part of, any offer to sell or issue shares in the Fund. In deciding whether to invest in the Fund, prospective investors should read the entire confidential Private Placement Memorandum of the Fund, including the information about risks associated with an investment in the Fund and the material terms of the Fund’s constituent documents. First Avenue Partners LLP has not independently verified the information in this document and no warranty, express or implied, is made as to the accuracy of the information contained in this document. No responsibility or liability, whether direct or indirect, express or implied, contractual, statutory or otherwise, can be accepted by First Avenue Partners LLP for the contents or accuracy of this document or any omission from this document.

First Avenue Partners LLP has not taken any steps to ensure that investment in the Fund is suitable for any particular investor. Each potential investor should consult with its independent financial advisor, lawyer or accountant as to legal, tax and related matters to which it may be subject under the laws of the country of residence or domicile concerning the acquisition, holding or disposition of any investment in the Fund.

First Avenue Partners LLP is registered in England and Wales under LLP number OC319893 Registered office: Swan House, 3rd Floor, 17-19 Stratford Place, London. W1C 1BQ.

Contact: Paul Buckley, Swan House, 17-19 Stratford Place, London W1C 1BQ, United Kingdom.

Actis Energy 3 - Granicus

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