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Investor presentation Hafslund E-CO
Transcript of Investor presentation Hafslund E-CO
Hafslund E-COInvestor presentation
August 2019
Disclaimer
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Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
3
The “Transaction” in short
- seen from Hafslund E-CO
• Eidsiva Energi and Hafslund E-CO signed a Letter of Intent in November 2018 in
which they agreed to look in more detail at the possibility of merging the two groups’
core businesses (the “Transaction”). The Transaction is approved by the companies’
board of directors, and the owners of Eidsiva Energi AS and Hafslund E-CO AS. The
Transaction is also approved by all relevant authorities.
• We expect to close the Transaction on 30 September 2019, with economic effect from
1 January 2019.
• The strategic rationale for the Transaction is to create larger units that are better
equipped to meet the energy system of the future. By merging the power- and grid
operations into two separate units, we will establish a power generating company with
the capacity to produce around 18 TWh1 per year and a new grid company with
almost 900,000 customers. This will ensure synergies through streamlined operations.
• Following the Transaction, Hafslund E-CO will continue to be wholly owned by the City
of Oslo, and own:
– 78.6% (57.2%)2 in the combined power generating unit,
– 90% in Hafslund Produksjon Holding AS (the power stations in Glomma,
previously owned by Hafslund ASA, is not part of the Transaction),
– 50% of the power grid operator and other business activities through Eidsiva
Energi.
• As part of the Transaction, Hafslund E-CO will receive a cash payment of NOK 3.3
billion from Eidsiva Energi, to obtain the desired capital structure in the two groups.
4
1) Including ongoing projects
2) 57.2% directly, 78.6% including 50% ownership in Eidsiva Energi AS
This presentation describes the Transaction between Hafslund E-CO
and Eidsiva Energi (seen from Hafslund E-CO) and the consequences
for the capital structure and for the creditors, including the proposed
debt handling process for the bond debt in Hafslund.
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
5
City of Oslo’s reorganization of its ownership in the energy
sector started in 2017
6
Structure between Aug 4th 2017 and July 3rd 2018Structure until Aug 4th 2017
Other
shareholders
54% 34% 12%
GridHafslund
ProduksjonHeat Markets
100%
Heat
Hafslund
Produksjon
Markets
100%100% 50%
10%
Grid
100%
50%100%
90%
City of Oslo City of Oslo
E-CO EnergiE-CO Energi
100%100%100%100%100%100%
1) As part of the reorganization on 4 August 2017, Hafslund ASA was de-listed from Oslo Børs.
1
The ownership of Hafslund and E-CO was merged in 2018
7
Current structure pre Eidsiva TransactionStructure until July 2018
100%100%100%100%
HydropowerGrid HydropowerGrid
City of Oslo City of Oslo
Hafslund E-CO pre Transaction
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Hydropower
▪ 50 power plants
▪ 14 TWh owned
▪ +6 TWh since year 2000
New Energy1
▪ Development and use of
new technology in areas
outside hydropower and
regulated grid
Grid
▪ 730,000 grid customers
▪ Number of customers
doubled since year 2000
TOTAL ASSETS (2018) – NOK 49 billion
EBITDA (2018) – NOK 5,5 billion
1) New Energy is currently under development and is not a separate legal entity, but part of Hafslund E-CO AS.
For further details regarding the Hafslund E-CO companies, please see appendix page 36-41
Legal structure pre Transaction – Hafslund E-CO AS
E-CO ENERGI AS
E-CO ENERGI HOLDING AS
HAFSLUND PRODUKSJONHOLDING AS2
HAFSLUND E-CO AS100% owned by the City of Oslo
HAFSLUND NETT AS
HAFSLUND AS
HAFSLUND HANDEL AS3
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1) 10% owned by Svartisen Holding AS.
2) The production assets owned by Hafslund ASA prior to 4 August 2017.
3) Hafslund Handel AS owns 49% in Fredrikstad Energi AS and has a few other insignificant investments.
100% 100%
100% 90%1 100% 100%
Experienced management team
10
SVP/ Managing
Director
Hafslund Nett AS
CEO
SVP
New Energy
SVP/Managing
Director
E-CO Energi
CFO
Deputy CEO /
SVP Corporate Strategy
SVP Communications and
public affairs
SVP HR and
Organizational
Development
Alf Inge BergetToril BenumKristin Lian
Per-Arne Torbjørnsdal
Heidi Ulmo1 /
Martin S. Lundby (acting)
Siw Hellesen
Tore Olaf Rimmereid
Finn Bjørn Ruyter
SVP Power MarketsAnders Østby
1) Parental leave until mid August 2019
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
11
Approved Transaction with Eidsiva Energi
1) Direct and indirect Hafslund E-CO still own 78.6% of E-CO Energi AS12
• Exchange of assetso Hafslund E-CO will receive Eidsiva Vannkraft and 50% of the share capital in new Eidsiva Energi AS in
exchange for Hafslund Nett and 21.4%1 of E-CO Energi.
o In addition, Hafslund E-CO will receive a cash payment of NOK 3.3 billion to obtain the desired capital
structure in the groups.
• Two new focused business operations o One production group (E-CO Energi Holding) and one grid group (Eidsiva Energi).
o Significant potential for synergies through streamlined operations.
o Well positioned for further growth and consolidation.
Good geographical match
• Larger entities ensure better
risk diversification.
• Grid: diversification of urban
and district-based grid
increases regulatory
robustness.
• Production in Eastern vs.
Western Norway: different
weather conditions and
separate price areas.
• Significant potential for
synergies through streamlined
operations
13
Eidsiva networks supply area
Eidsiva power plants
Hafslund E-CO power plants
Hafslund E-CO networks supply area
Hafslund E-CO and Eidsiva power plants
Hafslund E-CO structure pre and post Transaction
14
Current structure (simplified)
100%
City of Oslo
Production
14 TWhGrid
730’ cu.
Structure after Transaction (simplified)
78.6% 1
(57.2%2)
City of Oslo
Production
18 TWh
Grid
900’ cu.
50%
Broadband Heat Markets
1) 57.2% directly, 78.6% including 50% ownership in Eidsiva Energi AS
2) This is only the ownership share of E-CO Energi AS, in addition Hafslund Produksjon Holding AS will be owned 90 % by Hafslund E-CO
400 GWh65’ cu. 250’ cu.
42.8% 100% 100% 50% 100%
100%
100% 100%
Detailed legal structure of the Hafslund E-CO group after closing of the Transaction
1) As part of the Transaction a company called “Ny Energi” will be established in which Hafslund E-CO owns 65% and Eidsiva Energi 35%
2) Innlandet Energi Holding AS (49.4%) and Åmot kommune (0.6%) will combined own 50% of Eidsiva Energi AS
3) Svartisen Holding owns 10% of Hafslund Produksjon Holding AS15
50%
42.8%
City of Oslo
Hafslund E-CO AS1
E-CO Energi
Holding AS
E-CO Energi AS
E-CO (existing assets) Eidsiva Vannkraft AS
Eidsiva Energi AS2
Hafslund AS
Hafslund Nett AS
Eidsiva Nett AS
Other Eidsiva
(Broadband, Heat,
Markets)
57.2%
Hafslund Produksjon
Holding AS3
- Oslo Lysverker AS (100%)
- NGK Utbygging AS (25%)
- NorthConnect AS (22.25%)
90%
100%
100%
Hafslund Handel AS
100%
100%
100%
100%
100%
= has external debt
Key elements - shareholder agreements with Eidsiva Energi1
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• Dividend policy for Eidsvia Energi and E-CO Energi
– Quarterly dividend payments
– The owners agree on a yearly dividend of minimum NOK
700 million (CPI adjusted) from and including the year 2020
from Eidsiva Energi AS
– The owners have agreed on a dividend policy in E-CO
Energi AS of 60-90% of the yearly underlying result
• Other Key elements
– Hafslund E-CO will have majority and full control in E-CO
Energi AS
– None of the owners have majority or control in Eidsiva
Energi AS
1) All public documents related to the Transaction can be found here:
https://einnsyn.no/moeteregistrering?id=http%3A%2F%2Fdata.einnsyn.no%2F2b30a757-ff7d-4804-88c7-0fc5a8933079
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
17
Credit analysisDanske Bank sector report 31 July 2019
E-CO: “We see the deal as marginally positive for E-CO Energi Holding AS, as its adjusted credit metrics will improve marginally. We
estimate that ECO’s bonds (OSLENE) should trade tighter than the ‘BBB’ fair value index when
cleansing for the liquidity premium and incorporating owner support.”
Hafslund: “Following the business tie-up, we estimate that Hafslund’s bonds should trade in line with a ‘BBB’ fair value
index when cleansing for the liquidity premium.”
18
Scope rating report 3 July 2019
Eidsiva Energi: “… in which we upgraded Eidsiva’s issuer rating by two notches to BBB+. […] Eidsiva’s corporate issuer rating of
BBB+/Stable primarily reflects the high share of EBITDA from monopolistic grid business (around 80%) with its predictable cash flow.”
DNB Markets Credit research 13 August 2019
E-CO: “E-CO will strengthen its position as an investment grade credit, following the structural changes. The output of our Automated
Credit Score (ACS) for utilities based on pro forma figures for 2018 is bbb+. We consider E-CO to have a satisfactory to strong business
risk profile and an intermediate financial risk profile. The strong ownership from Oslo municipality (rated AAA by S&P), boosts the
company’s credit quality further.”
Hafslund: “Taking the proposed transaction into account, the credit strength of Hafslund will remain well within investment grade, in our
view, with a satisfactory business risk profile and an intermediate financial risk profile. The strong ownership with Oslo municipality (AAA
rated by S&P) as the top owner increases the credit quality of the company further, to some extent.”
Proforma financials E-CO Energi
Holding AS group1
1) Detailed proforma figures can be found in the appendix page 44.
2) Including shareholder loan from the City of Oslo of NOK 2.3 billion. Please see appendix page 42 for more details regarding the shareholder loan. 19
Amounts in MNOK
2018
Actual
2018
Proforma
PERFORMANCE
Revenue 5,164 7,051
EBITDA 4,036 4,550
EBIT 3,669 4,114
Profit before taxes 3,364 3,713
Net profit 1,223 1,346
KEY FIGURES
Total assets 33,738 52,795
Net interest bearing debt2 9,464 11,434
FFO 2,441 2,739
Net interest bearing debt / EBITDA (x)2 2.3x 2.5x
FFO / net interest bearing debt (%)2 26% 24%
Proforma financials Hafslund AS
group1
1) Detailed proforma figures for Hafslund AS can be found in the appendix page 45. Proforma figures for Eidsiva Energi AS can be found
in the appendix page 46.20
Amounts in MNOK
2018
Actual
2018
Proforma
PERFORMANCE
Revenue 5,621 50
Result from associated companies -45 683
EBITDA 1,481 679
EBIT 758 674
Profit before taxes 582 579
Net profit 483 595
KEY FIGURES
Total assets 15,438 21,456
Net interest bearing debt 7,161 3,861
FFO 1,244 456
Net interest bearing debt / EBITDA (x) 4.8x 5.7x
FFO / net interest bearing debt (%) 17% 12%
Proforma financials Hafslund E-CO
group consolidated1
1) Proforma figures for Hafslund E-CO consolidated is the sum of Hafslund AS and E-CO Energi Holding AS proforma figures
2) Including shareholder loans from the City of Oslo of NOK 2.3 billion to E-CO Energi Holding AS, and NOK 1.5 billion to Hafslund E-CO AS21
Amounts in MNOK
2018
Actual
2018
Proforma1
PERFORMANCE
Revenue 10,786 7,101
Result from associated companies -28 512
EBITDA 5,504 4,974
EBIT 4,413 4,533
Profit before taxes 3,908 4,037
Net profit 1,605 1,686
KEY FIGURES
Total assets 49,180 71,115
Net interest bearing debt2 18,139 16,795
FFO 3,674 2,940
Net interest bearing debt / EBITDA (x)2 3.3x 3.4x
FFO / net interest bearing debt (%)2 20% 18%
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
22
Unutilized credit facilities of NOK 1,500 mill (E-CO) and NOK 2,500 mill (Hafslund) to support short
term funding and reduce refinancing risk
Hafslund E-CO debt and maturity profile as of 3Q 2019
23
Hafslund AS
70 70
280
2019 2023
1,240
2020 2021
356
20262022 20252024 2027+
1,551
470370
813
NOK Bonds (MNOK 3,948)
NIB (MNOK 1,272)
E-CO Energi Holding AS1
310429
143
848
600
2023 20312019 202520242020
1,269
20262021 2022 2027 2028 2029
1,100
2030 2032 2033
550
370
980
1,201
1,473
NIBUSPP NOK BondsJPY PP Schuldschein
9,273
MNOK
5,220
MNOK
1) E-CO Energi Holding: Currency loans are converted to NOK with exchange rates in the swap agreements, ref. Note 15 in the annual accounts
of E-CO Energi Holding AS per 31.12.18.
No handling of bond debt required to complete the
Transaction…
24 1) Hafslund Handel AS will continue to own 49% of Fredrikstad Energi AS after the Transaction
• External debt in two Hafslund E-CO companies – and fully standalone funding of Eidsiva EnergiAS.
• Bond issues and a NIB loans are the only external debt in Hafslund AS – will seek to transfer the NIB loans to E-CO Energi Holding AS.
• A cash payment of NOK 3.3 billion from EidsivaEnergi AS to Hafslund AS may enable Hafslund AS to reduce debt prior to maturity.
• Hafslund AS with slight deterioration in credit profile post Transaction, but still well within “investment grade” credit metrics, and no breach of clauses in bond agreements.
• Hafslund AS, gross bond debt of NOK 3.9 billion, net bond debt of NOK 0.6 billion post the Transaction. Future income; dividends from Eidsiva Energi AS (> NOK 350 million per year).
Detailed legal structure post Transaction
50%
42.8%
City of Oslo
Hafslund E-CO AS
E-CO Energi
Holding AS
E-CO Energi AS
E-CO (existing assets) Eidsiva Vannkraft AS
Eidsiva Energi AS
Hafslund AS
Hafslund Nett AS
Eidsiva Nett AS
Other Eidsiva
(Broadband, Heat,
Markets)
57.2%
Hafslund Produksjon
Holding AS
- Oslo Ly sv erker AS (100%)
- NGK Utby gging AS (25%)- NorthConnect AS (22.25%)
90%
100%
100%
Hafslund Handel AS
100%
100%
100%
100%
100%
= has external debt
1
…but Hafslund E-CO want to optimize its debt structure, and
there are alternative solutions
25 1) Hafslund Handel AS will continue to own 49% of Fredrikstad Energi AS after the Transaction
5) Not do anything with the debt in Hafslund AS – let it mature
over time
Detailed legal structure post Transaction
4) Merge Hafslund E-CO AS, Hafslund AS and E-CO Energi
Holding AS – no need for specific debt management or approvals
from creditors – which is also a potential long term solution
2) Propose a voluntary pro rate buyback offer inn all outstanding
bond issues in Hafslund AS for an amount up to NOK 3.3 bn –
and keep remaining debt to maturity
3) Merge Hafslund AS with E-CO Energi Holding AS – no need for
specific debt management or approvals from creditors
1) Preferred solution:
i. Repay all bond debt in Hafslund AS with maturity prior to
December 2021 with the NOK 3.3bn cash consideration
ii. Request change of debtor from Hafslund AS to E-CO Energi
Holding AS for remaining bond debt in Hafslund AS
iii. After closing: merge E-CO Energi Holding and Hafslund E-CO AS
Alternative solutions:
50%
42.8%
City of Oslo
Hafslund E-CO AS
E-CO Energi
Holding AS
E-CO Energi AS
E-CO (existing assets) Eidsiva Vannkraft AS
Eidsiva Energi AS
Hafslund AS
Hafslund Nett AS
Eidsiva Nett AS
Other Eidsiva
(Broadband, Heat,
Markets)
57.2%
Hafslund Produksjon
Holding AS
- Oslo Ly sv erker AS (100%)
- NGK Utby gging AS (25%)- NorthConnect AS (22.25%)
90%
100%
100%
Hafslund Handel AS
100%
100%
100%
100%
100%
= has external debt
1
There will be given a fair compensation to investors for both buyback and change of debtor
Hafslund AS gross bond debt
26
Name Ticker Maturity Principal amount Preferred solution
Hafslund AS 14/19 FRN HNA131 17.09.2019 600,000,000 Will mature
Hafslund AS 08/19 6.25% HNA85 12.11.2019 305,000,000 Buyback
Hafslund AS 15/20 FRN HNA133 13.02.2020 750,000,000 Buyback
Hafslund AS 13/20 3.65% HNA123 06.05.2020 300,000,000 Buyback
Hafslund AS 18/20 FRN HNA138 28.08.2020 400,000,000 Buyback
Hafslund AS 16/21 FRN HNA136 04.11.2021 750,000,000 Buyback
Hafslund AS 12/22 5.05% HNA109 14.02.2022 400,000,000 Change of debtor
Hafslund AS 13/23 4.90% HNA119 25.01.2023 300,000,000 Change of debtor
Hafslund AS 14/24 4.25% HNA128 24.01.2024 450,000,000 Change of debtor
Hafslund AS 12/24 LNK HNA114 27.09.2024 293,000,000 Change of debtor
Sum buyback / to mature 3,105,000,000
Sum change of debtor 1,443,000,000
Key target: to establish one bank facility for the Hafslund E-CO group
Hafslund E-CO will work in close dialogue with the bank group to establish a robust structure for the bank facilities
Bank facilities (RCFs)
27
Hafslund ASE-CO Energi Holding AS
• RCF of NOK 1,500 million to 2022
• Established July 2016
• E-CO Energi Holding will sign an amendment and
restatement agreement with the bank group prior to closing
to harmonize the agreement to the legal structure after the
Transaction.
• RCF of NOK 2,000 million to 2022+1 year and NOK 500
million to 2020+1 year
• Established December 2017
• Different options for the Hafslund RCF is being considered:
• Waiver
• Cancellations
• Change of debtor
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
28
«New» Hafslund E-CO group after the Transaction
• The City of Oslo (AAA rated) will continue to own 100% of Hafslund E-CO
• The “new” Hafslund E-CO group will be, by far, the second largest hydro power
producer in Norway
– Controls approx. 18 TWh production (including current projects) and operate 21 TWh – approx.
17% of Norway’s annual production.
– Eidsiva Vannkraft provides approx. 3.8 TWh hydro production and comes with well maintained
assets and highly experienced management team.
– Consolidation of hydropower assets is based on strong industry logic and clear strategic
rationale.
– E-CO Energi Holding AS will still own 90% of Hafslund Produksjon Holding AS (annual
production approx. 3 TWh)
– Following the Transaction, Hafslund E-CO will increase its annual production with approx. 600
GWh (direct and indirect).
• 50 % ownership in Eidsiva Energi, Norway’s largest grid company
– Regulated asset base of approx. NOK 16 billion
– The combined grid company will continue to be one of the most cost efficient grid companies in
Norway
– 900,000 customers
29
Potential future legal structure for Hafslund E-CO post the
Transaction
1) Hafslund Handel AS (owned by Hafslund AS) will continue to own 49% of Fredrikstad Energi AS after the Transaction
2) Svartisen Holding owns 10% of Hafslund Produksjon Holding AS30
50%
42.8%
The City of Oslo
Hafslund E-CO AS
E-CO Energi
Holding AS
E-CO Energi AS
E-CO (existing assets) Eidsiva Vannkraft AS
57.2%
Hafslund Produksjon
Holding AS
- Oslo Lysverker AS (100%)
- NGK Utbygging AS (25%)
- NorthConnect AS (22,25%)
90%
100%
100%
Hafslund AS
Eidsiva Energi AS
Hafslund Nett AS
Eidsiva Nett AS
Other Eidsiva
(Broadband, Heat,
Markets)
100%
100%
Potential merger to obtain
one parent company and with
all assets below the debt
1)
2)
Subject to preferred and successful debt handling process:
Balanced debt maturity profile and funding sources, and solid credit metrics
for new Hafslund E-CO group
31
101
490
70
848
600
2026
1 183
20302020
1 339
2019 2021 20232022
799
2024 2025 2027 2028 2029 2031 2032 2033
1 271
360
1 020
213
1 050
1 170
1 473
USPP NIB SchuldscheinJPY PP NOK Bonds
11,988MNOK
Debt maturity profile new Hafslund E-CO group Distribution of funding sources
1) Proforma financials for 2018 for new Hafslund E-CO group
Net debt / EBITDA1
3.4xFFO / Net debt1
18%
Summary• The Transaction with Eidsiva Energi is approved by owners and
relevant authorities and is expected to close on 30 September 2019
• New Hafslund E-CO group will continue to be a strong “investment
grade” credit
• Hafslund E-CO has multiple alternatives for debt handling and there is
no immediate debt challenges following the Transaction
• To optimize the debt structure, Hafslund E-CO will seek to aggregate
all external debt in one company, being the parent company of the
Group
• Hafslund E-CO will in short time invite to bondholder meetings in
Hafslund AS where bondholders are requested to approve the
following:
– Early redemption of 5 bonds maturing in the period November
2019 to November 2021, totaling NOK 2.5 billion
– Change of debtor from Hafslund AS to E-CO Energi Holding AS
for 4 bonds maturing in the period February 2022 to September
2024, totaling NOK 1.4 billion
32
Additional information
33
• Additional information is available from Hafslund E-CO’s website:
www.hafslundeco.no
• CFO, Heidi Ulmo
Tel: + 47 909 19 325
• Acting CFO, Martin S. Lundby
Tel: + 47 416 14 448
• Head of Treasury, Andreas Wik
Tel: +47 924 97 255
Agenda
• Short introduction
• Hafslund E-CO pre Transaction
• The Transaction in brief
• Credit assessments and proforma financials
• Debt handling process
• “New” Hafslund E-CO group after the Transaction
• Appendix
34
Appendix
35
Financials E-CO Energi Holding
group
36
Amounts in MNOK 2018 2017
PERFORMANCE
EBITDA 4,036 2,575
Operating result 3,669 2,236
Profit before tax 3,364 1,987
Net profit 1,223 1,038
BALANCE SHEET
Net interest bearing debt1 9,653 10,663
Capital employed 27,588 27,070
Equity 12,956 12,364
KEY FIGURES
Investments 650 549
ROE (%) 10% 8%
ROCE (%) 13% 8%
Debt / EBITDA (x) 1 2.4x 4.1x
FFO / Debt (%) 1 25% 15%
Power production (TWh) 14.3 12.2
Power price obtained (øre/kWh) 39.6 28.1
1) Including shareholder loan from the City of Oslo of NOK 2.3 billion.
Financial Hafslund AS group
37
Amounts in MNOK 2018 2017
PERFORMANCE
EBITDA 1,481 1,629
Operating result 758 957
Profit before tax 582 756
Net profit 483 612
BALANCE SHEET
Net interest bearing debt 7,161 6,554
Capital employed 13,548 12,404
Equity 5,150 4,762
KEY FIGURES
Investments 1,580 1,574
ROE (%) 10% 15%
ROCE (%) 6% 8%
Debt / EBITDA (x) 4.8x 4.0x
FFO / Debt (%) 17% 19%
Regulated asset base 10,875 9,817
Financials Hafslund E-CO group
38
Amounts in MNOK 2018 2017
PERFORMANCE
EBITDA 5,504 4,458
Operating result 4,413 3,421
Profit before taxes 3,908 2,970
Net profit 1,605 1,741
BALANCE SHEET
Net interest bearing debt1 18 139 16,993
Capital employed 41 108 39,474
Equity 16 501 17,126
KEY FIGURES
Investments 2,231 2,169
ROE (%) 10% 10%
ROCE (%) 11% 9%
Debt / EBITDA (x) 1 3.3x 3.9x
FFO / debt (%) 1 20% 18%
Number of employees 623 612
1) Including subordinated shareholder loans from the City of Oslo of NOK 2.3 billion and NOK 1.5 billion (in 2018).
Norway’s
second largest
power producer
Flexible
production
Solid
organization
E-CO Energi Holding
39
• Over 7 TWh of reservoir capacity and significant pumped-storage capacity
• A large player in the market for regulating power and load balancing
• Aurland and Hallingdal has significant flexibility due to large reservoirs
• Increasing importance / value of flexible power in the Nordic system - E-CO in good
position to take advantage
• Strong and competent organization
• Long experience in the development and operation of hydropower
• 100% owned by the City of Oslo, rated AAA. The City of Oslo has over time showed
commitment and an active ownership in the energy sector
• Norway’s second largest hydro power producer with about 14 TWh production
• About 415 GWh in growth projects (E-CO’s share)
• About 3 TWh power plants without concession (Hafslund Produksjon)
• Good quality – high availability of the power plants
Norway’s
largest grid
company
Efficient
operations
Innovative and
solid
organization
Hafslund Nett
• Norway’s largest grid company with about 11,000 MNOK in regulated asset
base (2018)
• Strong population growth in Hafslund Nett’s supply area
• Good technical condition
• Natural monopoly and stable regulatory framework
40
• 118% efficiency for the 2019 revenue cap
• Cost-effective and focus on framework conditions
• Hafslund Nett is currently one of the most cost efficient grid companies in
Norway
• Leading expertise environment with employee development as important
cornerstone
• Strong customer focus and ahead in technology development
• Paying particular attention to development and growth
• 100% owned by the City of Oslo, rated AAA. The City of Oslo has over time
showed commitment and an active ownership in the energy sector
Significant growth last two decades
41
350 000527 000 570 000
20022000 20142004 20102006 2008 2012 2016 2018 2020 2022
730 000
9.4
7.8
9.710
14Grid customers
Production (TWh)
RostenSpring 2018
200 GWh
Share: 44 %
Some of the largest
hydropower plant
construction
projects in Norway
VammaSpring 2019
230 GWh
Share: 90 %
Nedre OttaSpring 2020
315 GWh
Share: 27 %
MorkFall 2021
44 GWh
Share: 65 %
TolgaSpring 2021
205 GWh
Share: 40 %
= completed projects
= projects under construction
E-CO Energi Holding subordinated
shareholder loan
• A subordinated, irrevocable shareholder loan from the
City of Oslo
• Originally put in place in 1992 (incorporation) to maintain
a conservative capital structure, the loan has since been
extended and increased
• NOK 1,000 million converted to equity in relation to the
acquisition of Hafslund Produksjon AS in 2017
• Current size of NOK 2,347 million due in 2037
• Subordinated loan accommodate long term credit
investors priorities and equity content for credit valuations
purposes
42
Eidsiva in brief - pre Transaction with Hafslund E-CO
• One of the largest integrated power companies in Norway.
• Operations primarily in Innlandet (Hedmark and Oppland county) and headquarter in Hamar.
• Owned by Hedmark and Oppland county and 27 municipalities in the two counties.
• Total revenues of NOK 4.4 billion, EBITDA of NOK 1.4 billion and profit after tax of NOK 0.2 billion in 2018.
• Five business areas; production, grid, heat, broadband and markets.
43
Production
• Owns 3.8 TWh of hydro
production and 48 power
plants
• Operates some 8 TWh of
hydro production
• Cost efficient operations
• 110 GWh of wind
production
Grid
• Natural monopoly
• Solid and cost efficient
grid business
• NOK 5 billion in
regulated asset base
• 162,000 customers
• 22,400 km of grid
Heat
• Owns and operates
district heating plants
• 400 GWh annual heat
delivery
• Strong position in
Innlandet
• Almost 100% renewable
energy sources
Broadband
• Broadband and fiber in
Innlandet
• Strong market position
and significant growth
opportunities
• 65,000 customers
Markets
• Power sales business
through Innlandskraft
• Innlandskraft is owned
50% by Eidsiva and 50%
by Gudbrandsdal Energi
• 250,000 power
customers
• Strong brands both
regionally and nationally
Detailed proforma financials E-CO Energi Holding group post
Transaction
44
Reported Proforma
Balance sheet 2018-12-31 2018-12-31
Goodwill 2,936 10,693
Immaterielle eiendeler og utsatt skattefordel 13,234 13,386
Varige driftsmidler 12,588 15,594
Investeringer i aksjer og andeler 137 4,289
Øvrige anleggsmidler 1,126 1,687
Anleggsmidler 30,021 45,649
Kundefordringer 233 384
Andre fordringer og varelager 636 3,802
Bankinnskudd 2,847 2,961
Omløpsmidler 3,716 7,147
Eiendeler 33,737 52,795
Innbetalt kapital (aksjekapital, overkurs og annen innbetalt kapital) 7,606 11,666
Fond for vurderingsforskjeller og -urealiserte gevinster - 1,874
Opptjent egenkapital 3,277 - 2,657
Ikke kontrollerende eierinteresser 2,071 16,919
Sum egenkapital 12,954 27,802
Langsiktig rentebærende gjeld 12,168 14,085
Andre langsiktige forpliktelser og utsatt skatt 4,765 6,146
Sum langsiktige forpliktelser 16,933 20,232
Kortsiktig rentebærende gjeld 533 699
Betalbar skatt 2,158 2,336
Leverandørgjeld og annen kortsiktig gjeld 1,159 1,727
Sum kortsiktig gjeld 3,850 4,762
Sum gjeld 20,783 24,993
Sum egenkapital og gjeld 33,737 52,795
Reported Proforma
P&L 2018 2018
Salgsinntekter 5,163 7,051
Driftskostnader - 1,145 - 2,584
Resultat fra tilknyttede selskap 17 83
EBITDA 4,035 4,550
Av- og nedskrivninger - 367 - 436
EBIT 3,668 4,114
Netto finans - 305 - 401
Resultat før skatt 3,363 3,713
Skattekostnad - 2,141 - 2,367
Resultat etter skatt 1,222 1,346
Årsresultat avhendet virksomhet - -
Årsresultat 1,222 1,346
Utvidet resultat 27 - 6
Totalresultat 1,249 1,340
Detailed proforma financials Hafslund group post
Transaction
45
Reported Proforma
Balance sheet 2018-12-31 2018-12-31
Goodwill 624 0
Immaterielle eiendeler og utsatt skattefordel - 53
Varige driftsmidler 12 782 22
Investeringer i aksjer og andeler 279 20 657
Øvrige anleggsmidler 587 170
Anleggsmidler 14 272 20 901
Kundefordringer 228 1
Andre fordringer og varelager 778 394
Bankinnskudd 160 160
Omløpsmidler 1 166 555
Eiendeler 15 438 21 456
Innbetalt kapital (aksjekapital, overkurs og annen innbetalt kapital) 2 016 2 016
Fond for vurderingsforskjeller og -urealiserte gevinster - -
Opptjent egenkapital 3 134 12 187
Ikke kontrollerende eierinteresser - -
Sum egenkapital 5 150 14 203
Langsiktig rentebærende gjeld 4 864 1 564
Andre langsiktige forpliktelser og utsatt skatt 1 112 - 60
Sum langsiktige forpliktelser 5 976 1 504
Kortsiktig rentebærende gjeld 2 519 2 519
Betalbar skatt 189 0
Leverandørgjeld og annen kortsiktig gjeld 1 604 3 229
Sum kortsiktig gjeld 4 312 5 749
Sum gjeld 10 288 7 253
Sum egenkapital og gjeld 15 438 21 456
Reported Proforma
P&L 2018 2018
Salgsinntekter 5,621 50
Driftskostnader - 4,096 -54
Resultat fra tilknyttede selskap - 45 683
EBITDA 1,480 679
Av- og nedskrivninger - 724 -5
EBIT 756 674
Netto finans - 175 -95
Resultat før skatt 581 579
Skattekostnad - 99 16
Resultat etter skatt 482 595
Årsresultat avhendet virksomhet - -
Årsresultat 482 595
Utvidet resultat 210 226
Totalresultat 692 821
Proforma financials Eidsiva Energi
group post Transaction
1) The proforma figures are adjusted for significant extraordinary items in 2018.
2) Final accounting principle for the derecognition of Eidsiva Vannkraft AS is not decided. Total assets with alternative treatment is NOK 40,192 million.46
Oppdatere + bilde?
Amounts in MNOK
2018
Actual
2018
Proforma1
PERFORMANCE
Revenue 4,430 8,418
EBITDA 1,489 2,978
EBIT 974 1,814
Profit before taxes 413 1,594
Net profit 235 1,460
KEY FIGURES
Total assets2 19,718 43,376
Net interest bearing debt 7,889 11,287
Net interest bearing debt / EBITDA (x) 5.3x 3.7x