Investor presentation Hafslund E-CO

46
Hafslund E-CO Investor presentation August 2019

Transcript of Investor presentation Hafslund E-CO

Page 1: Investor presentation Hafslund E-CO

Hafslund E-COInvestor presentation

August 2019

Page 2: Investor presentation Hafslund E-CO

Disclaimer

This presentation has been prepared by, and the information contained herein (unless otherwise indicated) has been provided by Hafslund E-CO AS (the "Company"). By viewing this presentation you agree to be bound by the following conditions: This document may only be used internally for business purposes and shall not be used for any unlawful or unauthorized purposes. This document and the information therein are being furnished to you solely for your information and may not be reproduced, redistributed or passed on, in whole or in part, to any other person. This document does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity. No part of this document, nor the fact of its distribution or reception, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This document is not a prospectus and does not comply with rules or regulations regarding investor information, and has not been approved by or filed with any stock exchange or regulatory authority. Amongst others, this document does not disclose risks and other significant issues related to an investment in any securities. This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projection of the Company or assumptions based on information available to the Company. Such forward looking information and statements reflect current views with respect to future events and are subject risks, uncertainties and assumptions. The Company cannot give any assurance as to the correctness of such information and statements. Investors should only subscribe for any transferable securities on the basis of information in a relevant prospectus and term sheet, and not on the basis of any information provided herein. The information contained in this document has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. The Company shall have no liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. The information contained in this document is provided as at the date of this document and is subject to change without notice. Because of the possibility of human or mechanical error by the Company, its affiliates or its third party licensors, the Company, its affiliates and its third party licensors do not guarantee the accuracy, adequacy, completeness or availability of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. The Company gives no express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use. In no event shall the Company, its affiliates and its third party licensors be liable for any direct, indirect, special or consequential damages in connection with subscriber's or others use of the data/information contained herein. Access to the data or information contained herein is subject to termination in the event any agreement with a third party of information or software is terminated. This presentation is subject to Norwegian law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Norwegian courts.

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Page 3: Investor presentation Hafslund E-CO

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

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Page 4: Investor presentation Hafslund E-CO

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.

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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.

Page 5: Investor presentation Hafslund E-CO

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

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Page 6: Investor presentation Hafslund E-CO

City of Oslo’s reorganization of its ownership in the energy

sector started in 2017

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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.

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Page 7: Investor presentation Hafslund E-CO

The ownership of Hafslund and E-CO was merged in 2018

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Current structure pre Eidsiva TransactionStructure until July 2018

100%100%100%100%

HydropowerGrid HydropowerGrid

City of Oslo City of Oslo

Page 8: Investor presentation Hafslund E-CO

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

Page 9: Investor presentation Hafslund E-CO

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%

Page 10: Investor presentation Hafslund E-CO

Experienced management team

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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

Page 11: Investor presentation Hafslund E-CO

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

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Page 12: Investor presentation Hafslund E-CO

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.

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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

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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

Page 14: Investor presentation Hafslund E-CO

Hafslund E-CO structure pre and post Transaction

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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%

Page 15: Investor presentation Hafslund E-CO

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

Page 16: Investor presentation Hafslund E-CO

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

Page 17: Investor presentation Hafslund E-CO

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

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Page 18: Investor presentation Hafslund E-CO

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.”

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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.”

Page 19: Investor presentation Hafslund E-CO

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%

Page 20: Investor presentation Hafslund E-CO

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%

Page 21: Investor presentation Hafslund E-CO

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%

Page 22: Investor presentation Hafslund E-CO

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

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Page 23: Investor presentation Hafslund E-CO

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

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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.

Page 24: Investor presentation Hafslund E-CO

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

Page 25: Investor presentation Hafslund E-CO

…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

Page 26: Investor presentation Hafslund E-CO

There will be given a fair compensation to investors for both buyback and change of debtor

Hafslund AS gross bond debt

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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

Page 27: Investor presentation Hafslund E-CO

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)

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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

Page 28: Investor presentation Hafslund E-CO

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

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Page 29: Investor presentation Hafslund E-CO

«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

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Page 30: Investor presentation Hafslund E-CO

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)

Page 31: Investor presentation Hafslund E-CO

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%

Page 32: Investor presentation Hafslund E-CO

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

Page 33: Investor presentation Hafslund E-CO

Additional information

33

• Additional information is available from Hafslund E-CO’s website:

www.hafslundeco.no

• CFO, Heidi Ulmo

[email protected]

Tel: + 47 909 19 325

• Acting CFO, Martin S. Lundby

[email protected]

Tel: + 47 416 14 448

• Head of Treasury, Andreas Wik

[email protected]

Tel: +47 924 97 255

Page 34: Investor presentation Hafslund E-CO

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

Page 35: Investor presentation Hafslund E-CO

Appendix

35

Page 36: Investor presentation Hafslund E-CO

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.

Page 37: Investor presentation Hafslund E-CO

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

Page 38: Investor presentation Hafslund E-CO

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).

Page 39: Investor presentation Hafslund E-CO

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

Page 40: Investor presentation Hafslund E-CO

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

Page 41: Investor presentation Hafslund E-CO

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

Page 42: Investor presentation Hafslund E-CO

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

Page 43: Investor presentation Hafslund E-CO

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

Page 44: Investor presentation Hafslund E-CO

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

Page 45: Investor presentation Hafslund E-CO

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

Page 46: Investor presentation Hafslund E-CO

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