GEK TERNA HOLDINGS, REAL ESTATE, CONSTRUCTION S.A. Investors Update:
GEK TERNA Announces a Landmark
Transaction in the European Renewables
Sector
20 June 2024
CONTENTS
1. | A NEW GROWTH ERA FOR GEK TERNA | p. 3 |
2. | TRASACTION DEEP DIVE | p. 12 |
SECTION 1
A NEW GROWTH ERA FOR GEK TERNA
GEK TERNA has Announced a Landmark Transaction for the | 4 |
European Energy Sector - the Sale of its 36.6% Stake in TERNA ENERGY |
Transaction overview
GEK TERNA announced today that it has entered an agreement for the sale of its 36.6% stake in TERNA ENERGY to Masdar, for a share price consideration of € 20.00 (1) representing a total consideration of €880 M for its stake (2)
The agreement values 100% of TERNA ENERGY at an Equity Value of €2.4 Bn and an Enterprise Value of €3.2 Bn
Subject to closing of the transaction, Masdar will launch an all-cash mandatory tender offer to acquire all the remaining shares of TERNA ENERGY with the intention of reaching 100%
The transaction is aligned with GEK TERNA's strategy of becoming the leading diversified infrastructure group in Greece and South-East Europe and will accelerate the Group's path to a new growth era
The deal will provide significant capital investment in Greece and other EU countries, unlocking renewable energy capacity and supporting the EU's net zero by 2050 goal
TERNA ENERGY is expected to play an important role in growing Masdar's portfolio across Europe as it targets 100GW global capacity by 2030 in support of the global energy transition
1. | In addition to the FY 2023 dividend of €0.38/sh to be paid in July | Investor Update | 20 June 2024 |
2. | Including the proceeds from the FY 2023 dividend |
GEK TERNA has Announced a Landmark Transaction for the | 5 |
European Energy Sector - the Sale of its 36.6% Stake in TERNA ENERGY |
Crystallising the value of its continuous investment in the Renewables sector over the last 27 years
A success story of pioneering the Greek renewables market and creating value for shareholders
GEK TERNA's Stake in TERNA ENERGY
Founded as | IPO on the | GEK TERNA has | divestment |
received >€160M Net | from TERNA | ||
the RES | |||
segment of | Athens Stock | Proceeds over time | ENERGY |
Exchange | |||
GEK TERNA | from TERNA ENERGY | €880 M(2) 37% |
37%
47% | 49% |
~€350 M | 41% |
1997 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 Today |
GEK TERNA's Stake in TERNA ENERGY | Athens Stock Exchange (Rebased)(1) | GEK TERNA shareholding of TERNA ENERGY (% of CSO) | |||||||||||||||
1. | Rebased on the value of GEK TERNA's Stake in TERNA ENERGY as of November 2007 | Investor Update | 20 June 2024 |
2. | Including the proceeds from the FY 2023 dividend |
GEK TERNA has Announced a Landmark Transaction for the | 6 |
European Energy Sector - the Sale of its 36.6% Stake in TERNA ENERGY |
Transaction perimeter to exclude key assets for GEK TERNA
Concessions | |
Segment | |
100% | |
GEK TERNA | |
Concessions | |
100% | |
100% | GEK TERNA |
Kasteli(1) |
100%
100%
Waste
Management
E-Ticket
Construction
Segment
100% |
50% |
Conventional
Energy
Segment
Komotini CCGT
Divested |
Activities |
RES |
Segment |
37% |
TERNA ENERGY
Non-Core Assets
17% |
Olympia Odos |
100% |
Attiki Odos |
75% |
Egnatia Odos |
49% |
Hellinikon IRC |
1. Owns 32.5% of Herakleio Crete International Airport
Transfer to GEK TERNA
Investor Update | 20 June 2024
Projects under development
GEK TERNA Unlocks its Full Potential as the Leading Diversified | 7 |
Infrastructure Group |
Unparalleled Execution Capabilities & Expertise
Vertically integrated platform providing critical infrastructure to Greece and South-East Europe
Leading concessions operator in Greece and SEELargest construction business in the country
Largest | >25 years | >€5 Bn | #1 | |||||||||||
Concessions | Avg Remaining | Backlog Amongst | ||||||||||||
Investor/ | Lifetime(1) | Backlog | Greek Listed | |||||||||||
Developer | Peers | |||||||||||||
~€1.6 Bn | >€10 Bn | >60% | Highest | |||||||||||
Equity | of cumulative | Margin vs | ||||||||||||
Invested(2) | dividends | Own Projects | Construction | |||||||||||
Peers(3) | ||||||||||||||
Attiki Odos | (4) | Nea Odos | North Crete | Kasteli | Hellinikon IRC | Waste | Parking | |||||||
Kentriki Odos | Airport | Management | ||||||||||||
Egnatia Odos | Motorway (4) | Kavala Port | Projects | E-Ticket | ||||||||||
Systemic presence in Greek conventional energy generation sector | ||||||||||||||
~12.5% | Electricity Supply | 1GW | Installed | |||||||||||
Market Share | Capacity (5) |
- Including Attiki Odos
- Including remaining equity commitments
3. | Based on 2023 EBIT Margin comparison vs main international construction peers | Investor Update | 20 June 2024 |
4. | Preferred bidder/investor | |
5. | Refers to Conventional Generation capacity; Including Komotini CCGT at 50% |
GEK TERNA will Remain Focused on the Highly Attractive and Booming | 8 |
Infrastructure Sector |
THE INFRASTRUCTURE SECTOR IN GREECE IS BOOMING
Greece's infrastructure requires €40-50 Bn in investments | Sizeable near-term projects pipeline in Greece |
6% | 9% | 31% | Railways | ||
Motorways | |||||
~40-50 | Waste management | ||||
37% | € Bn | Energy | |||
Other | |||||
~€8-10 Bn
Infrastructure projects expected in Greece in the next 18-24 months
High probability of
success for GEK TERNA
17%
..with additional opportunities in
South-East Europe
GEK TERNA HAS COMPETITIVE ADVANTAGE TO MAXIMIZE SUCCESS… | … AND ACHIEVE HIGHLY ATTRACTIVE RETURNS | |
Equity IRR for Infrastructure Projects
High teens IRR achieved
by the vertically
integrated platform
Early double | ||||||||
Unparalleled | Strong Synergies | Balance Sheet | digit IRR | |||||
Knowhow | derived from | Firepower | ||||||
in Greece's | vertically integrated | to capitalize on | ||||||
Infrastructure space | platform | opportunities | ||||||
Concessionaire | Construction | Operation | Lifecycle | Portfolio | Integrated | |||
Bid IRR | & Maintenance | Project | Effect / Asset | IRR | ||||
Works | Management |
Investor Update | 20 June 2024
Source: PWC, IOBE, Company Estimates
The Proceeds from the Transaction will be Redeployed to Accelerate the | 9 |
Group's Path to a New Growth Era |
Landmark upcoming concessions and projects offering highly attractive returns
Group Pro-Forma Adjusted EBITDA and Net Debt
~€0 Bn | ~€4 Bn | |||
~€(0.5) Bn | >€0.4 Bn | |||
Increased capacity to | ||||
capture new | ||||
opportunities | ||||
Attiki Odos | Komotini CCGT (1) | €0.7-0.8 Bn | ||
Kasteli Airport (1) | ||||
Egnatia Odos | ||||
~€0.4 Bn | IRC (1) | |||
2023 | 2028 Secured | Unlocked Potential |
Group Pro-Forma adj. Net Debt
Parent Co. Pro-Forma adj. Net Debt
Investor Update | 20 June 2024
1. Projects consolidated under the equity method
Additional Firepower to Pursue Highly Attractive New Projects and
Accelerate the Growth in Dividend Distributions for Shareholders while10 maintaining a prudent capital structure
Investment Funding Capacity (2024-2028)
€ Bn
Asset Rotation
ParentCo Debt Headroom
0.9
1.0
New opportunities
2.0 | Firepower | Distribution to | |
shareholders | |||
Prudent capital structure
Income from | 0.6 | |||||
OpCos (1) | Remaining Equity | |||||
1.1 | Commitments for | |||||
Cash | 0.6 | Secured Projects | ||||
(ParentCo) | ||||||
Sources | Uses |
1Q 2024 Pro-Forma Group adj. Net Debt ~€0 Bn // Net Cash at Recourse Level
Investor Update | 20 June 2024
1. Net of overhead and interest; Gross Income From OpCos ~€0.8 Bn for 2024-28
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GEK Terna Holding Real Estate Construction SA published this content on 20 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2024 06:31:09 UTC.
