General Meeting June 21, 2013 THEOLIA General Meeting June 21, - - PowerPoint PPT Presentation

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General Meeting June 21, 2013 THEOLIA General Meeting June 21, - - PowerPoint PPT Presentation

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General Meeting June 21, 2013 THEOLIA General Meeting June 21, 2013 1 Disclaimer This presentation includes forward-looking statements. Such forward-looking statements are not guarantees of future performance. These statements are based

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1 THEOLIA General Meeting – June 21, 2013

June 21, 2013

General Meeting

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2 THEOLIA General Meeting – June 21, 2013

This presentation includes forward-looking statements. Such forward-looking statements are not guarantees of future performance. These statements are based on management’s current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks described in the documents filed by THEOLIA with the Autorité des marchés financiers (the “AMF”) and available on the AMF website (www.amf-france.org) and THEOLIA website (www.theolia.com), to which investors are invited to refer. THEOLIA does not undertake, nor does it have any

  • bligation, to provide updates or to revise any forward-looking statements.

Certain information contained in this presentation, which is not part of THEOLIA’s parent company or consolidated financial statements for the years closed on December 31, 2011 and December 31, 2012, has not been subject to independent verification from the Company’s Statutory Auditors. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of such information and it may not be used for any decision (investment or other).

Disclaimer

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Summary

  • Operational review and 2012 results
  • Revenue for the first quarter of 2013
  • Items on the agenda
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Operational review and 2012 results

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5 THEOLIA General Meeting – June 21, 2013

  • 3 business segments over the wind energy value chain

A flexible and balanced business model

  • 4 operating countries (to date) – complementary wind resources

Sales of electricity for

  • wn account

Development, construction, sale Operation for third parties Germany 20 years France 15 years Italy 15/20 years Morocco 20 years

  • Guaranteed and

recurring revenue

  • Significant margins
  • Sales to the investment

vehicle

  • Expedient sales on the

market

  • Additional revenue
  • Operational expertise
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6 THEOLIA General Meeting – June 21, 2013

2012 operational achievements

  • Commissioning of two wind farms
  • Bovino (10 MW in Italy) commissioned in late December 2012
  • Magremont (15 MW in France) commissioned in November 2012
  • Moroccan wind farm
  • 2010: management of a 50 MW wind farm – Risk of termination of the buy-back

contract by the ONEE (Office National de l’Électricité et de l’Eau portable) (which would have led to a 6 million euro depreciation as at June 30, 2010)

  • 2011: signature of an aégreement with the ONEE for repowering and extending

the Koudia al Baida wind farm (THEOLIA 80% - ONEE 20%) – Significant reduction of the risk of contract termination by the ONEE

  • Progress in 2012: effective launch of the development the 300 MW project
  • April: launch of the call for tenders to choose the wind turbine supplier for the first

100 MW phase

  • November: consignment of 5 bids (Siemens, Alstom, Gamesa, Acciona, Vestas)
  • Next step: selection of the preferred bidder

+ 10 MW + 6 net MW

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7 THEOLIA General Meeting – June 21, 2013

  • Acquisition of the control of Breeze Two Energy (January 2013)
  • Onshore wind energy asset management company
  • 337 MW in operation (311 MW in Germany and 26 MW in France)

commissioned between 2006 and 2008

  • Electricity buy-back contract over 20 years in Germany and 15 years in

France

  • 2012 revenue: 46 million euros

2012 EBITDA: 31,6 million euros

+ 337 MW

Installed capacity for own account is doubled Significant operational synergies are expected

2013 operational achievements

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8 THEOLIA General Meeting – June 21, 2013

Breeze Two Energy

ELOP

General Partner

THEOLIA BGEM Breeze Two Energy

Refunding

Sale of 70% of the Class C bonds + associated rights

BGEI

Control 100% 100%

Farm 1 Farm 2 …

Future

  • peration

100% 100%

337 MW

Loach S.à.r.l.

100%

Securitization vehicle Class A bondholders Class B bondholders Class C bondholders

Financing

Cash flow Right to appoint 70%

Financing

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9 THEOLIA General Meeting – June 21, 2013

Europe Morocco

A significant installed capacity

Installed capacity for own account: 307 MW Installed capacity of Breeze Two Energy: 337 MW Installed capacity for third parties: 625 MW

311 145 489 87 26 135 25 50

644 MW

At March 31, 2013

5 301 124 300

Projects in the pipeline: 730 MW

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10 THEOLIA General Meeting – June 21, 2013

67.7 32.9

=

2012 2012

  • 56%

+ 650% + 28%

Revenue and EBITDA

154.5 67.5 3.4 25.8 Consolidated revenue Consolidated EBITDA (1)

2010 2011 2010 2011

(in million euros)

EBITDA / revenue 2% 38% 49%

(1) EBITDA = current operating income + amortization + non-operational risk provisions.

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11 THEOLIA General Meeting – June 21, 2013 2012 2012 2011 2011 2011 2010 2010 2012

273 297 299 37.5 47.1 49.3 24.7 33.5 35.4

Sales of electricity for own account activity

2010

Average number of MW Revenue EBITDA

EBITDA / revenue 66% 71% 72%

+ 9% + 1% + 26% + 5% + 36% + 6%

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12 THEOLIA General Meeting – June 21, 2013

Strong improvement in operational performance

(in million euros)

FY 2012 FY 2011 Change Revenue 67,7 67.5 + 0.4% EBITDA 32.9 25.8 + 27.6% Allocations to amortization (16.0) (13.5) Allocations to non-operational risk provisions 1.9 (1.8) Current operating income 18.8 10.4 + 80.7% Share in income of associates 3.6 (0.2) Impairment (23.3) (28.3) Other 0.4 (0.1) Operating income (0.5) (18.2) n/a

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13 THEOLIA General Meeting – June 21, 2013

Financial income

(in million euros)

FY 2012 FY 2011 Current financial income (22.2) (18.0) Interest cost related to the convertible bond (12.5) (8.0) Net interest cost related to project financing debt held by operating wind farms (8.7) (9.1) Other (1.0) (0.9) Non-current financial income (9.8)

  • Financial asset depreciation

(7.8) n/a Impact of debt restructuring of some operating wind farms in France (2.0) n/a Financial income (32.0) (18.0)

  • The 2012 interest cost related to the bond includes €4.3 m of accrued interest

+ €8.5 m of IFRS non-cash cost

  • The 2011 interest cost related to the bond included an interest reversal of €4.2 m pursuant

to bond conversions

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14 THEOLIA General Meeting – June 21, 2013

(in million euros)

FY 2012 Of which main non-recurring items Revenue 67.7 EBITDA 32.9 2.6 Current operating income 18.8 1.4 Operating income (0.5) (23.3) 3.6 Financial income (32.0) (2.0) (7.8) Net income of the consolidated Group (34.2) (25.5) Net income excluding main non-recurring items (8.8) Of which additional IFRS non-cash interest on the convertible bond (8.5)

Consolidated income statement

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15 THEOLIA General Meeting – June 21, 2013

(in million euros)

2012/12/31 2011/12/31 Project financing debt (172.6) (214.8) Convertible bond (109.4) (103.4) Other financial debt, of which: (16.4) (13.9)

Derivative financial instruments (swap) (11.2) (10.0) Other (5.3) (3.8)

TOTAL FINANCIAL DEBT (298.5) (332.1) Cash and cash equivalents 69.2 87.8 Current financial assets 4.6 0.5 TOTAL CASH 73.7 88.3 NET FINANCIAL DEBT (224.7) (243.8)

Financial debt structure

  • €33.6 m
  • €14.6 m
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16 THEOLIA General Meeting – June 21, 2013

  • 2010 : capital increase and renegotiation of the bond terms
  • In case of a €60 m capital increase: creation of 30 million shares (1)

Refundable amount as at January 1, 2015 = €177.1 m

  • In case of a €100 m capital increase: creation of 50 million shares (1)

Refundable amount as at January 1, 2015 = €126.5 m

  • Conversions between July 20, 2010 and December 31, 2012
  • 3,309,992 OCEANEs were converted => 14.3 million shares
  • Maximum amount to refund as at January 1, 2015: €125.8 m
  • Outstanding OCEANEs as at December 31, 2012: 8,228,470

Convertible bond

(1) Consolidated share equivalent.

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Revenue for the first quarter of 2013

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18 THEOLIA General Meeting – June 21, 2013

Revenue for the first quarter of 2013

(in million euros)

Wind activities Non-wind activity (3) Consolidated total Sales of electricity for

  • wn account

Operation Development, construction, sale THEOLIA excluding Breeze Two Energy 13.4 1.7 0.9 0.1 16.2 Breeze Two Energy 6.9 (1)

  • 6.9

First quarter of 2013 20.3 (2) 1.7 0.9 0.1 23.1 First quarter of 2012 14.7 2.1 2.9 0.3 19.9 Change + 38%

  • 16%
  • 68%
  • 49%

+ 16%

  • + 38% growth of the revenue for the Sales of electricity for own account

activity, which represents 88% of the consolidated revenue

  • Less favorable wind conditions in Germany
  • Reduction of the pace of disposals compared to the first quarter of 2012

(1) For February and March 2013. (2) Including Breeze Two Energy as of January 31, 2013. (3) Excluding Environment activities.

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Items on the agenda

  • Compensation of the General Management
  • Corporate governance of the Company
  • Preventing and managing conflicts of interest
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20 THEOLIA General Meeting – June 21, 2013 1,521 861 2,264 455 464 2008 2009 2010 2011 2012 (in thousand euros)

Compensation of the General Management (1)

Marc Van’t Noordende CEO full year 2009 Olivier Dubois Deputy CEO as of 01/05/2009 Fady Khallouf CEO also performing the Financial Management full year 2011 (2) Marc Van’t Noordende CEO until 09/02/2010 Olivier Dubois Deputy CEO until 09/02/2010 Jean-François Azam Deputy CEO - Operations from 09/02/2010 to 23/07/2010 François Rivière Deputy CEO - Finance from 09/02/2010 to 26/07/2010 Fady Khallouf CEO since 20/05/2010 Fady Khallouf CEO also performing the Financial Management full year 2012

(1) Excluding free shares and st ock-opt ions. (2) Excluding Direct ors’ fees due for his mandat e as member of t he S upervisory Board of ecolut ions GmbH & Co KGaA.

Jean-Marie Santander Chairman and CEO until 29/09/2008 Marc Van’t Noordende CEO as of 29/09/2008

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21 THEOLIA General Meeting – June 21, 2013

Directors’ fees

510 510 250 2010 2011 2012 (in thousand euros)

Maximum amount of Directors’ fees which may be granted (approved by the General Meeting of Shareholders)

392 210 156 2010 2011 2012 (in thousand euros)

Directors’ fees actually granted

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22 THEOLIA General Meeting – June 21, 2013

THEOLIA TUIC

40%

IWB Badenova

30% 30%

Shareholders’ loan to TUIC – Regulated agreements

December 2011 / March 2012

  • Acquisition of the Magremont project:

share (40%) of equity brought in by THEOLIA = €2.140 m July 2012

  • Acquisition of the Gargouilles wind farm:

share (40%) of equity brought in by THEOLIA = €3.148 m December 2012

  • TUIC capital increase: share (40%)
  • f THEOLIA’s receivable converted into

capital = €1 m

Shareholders’ loan from THEOLIA to TUIC = €4.358 m (including interests) corresponding to 40% of the equity of the 33 MW already in operation

Magremont Gargouilles Magremont Gargouilles

100% 100% 100% 100%

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23 THEOLIA General Meeting – June 21, 2013

Thank you for your attention