Transcript Slide 1

Electricity and Co-Generation Regulatory Authority (ECRA)
Workshop on Reforming the Electricity Industry in Saudi Arabia
Prepared for
6th November 2006
Introduction and Speaker

HSBC Bank plc (“HSBC”) is delighted to present our thoughts at the Electricity & CoGeneration Regulatory Authority (“ECRA”) workshop, together with other leading
market participants

Paul Eardley-Taylor is a Director in HSBC’s Power & Utilities team, responsible for
Project Finance transactions across the Europe, Middle East and Africa region

Paul acted as Financial Adviser to Water & Electricity Company LLC (“WEC”) in
respect of the successful development and tender of the 900 MW / 880,000 m3/d
Shuaibah IWPP (Closed January 2006) and is acting as Financial Adviser to WEC in
respect of the 850 MW / 212,000 m3/d Shuqaiq IWPP (preferred bidder status)

We will provide some summary thoughts on investors and lender expectations and
requirements across a deregulating industry, noting possible incentive measures and
assessing how Saudi Arabia handled its main power privatisation to date
2
Select HSBC Power Transactions Middle East
Sidi Krir IPP
Egypt, 2006
Fujairah IWPP
UAE, Ongoing
Ras Abu Fontas B2
Qatar, 2006
Shuqaiq IWPP
Saudi Arabia, Ongoing
USD TBA million
USD 525 million
C, USD 1,900 million
Financial Adviser
Financial Adviser and
Mandated Lead Arranger
Financial Adviser
USD 251 million
Sole Arranger
Hedge Arranger
Sole International Underwriter
Sole Bookrunner
Shuaibah IWPP
Saudi Arabia, 2006
Taweelah B IWPP
UAE, 2005
Q-Power Q.S.C.
Qatar, 2005
Al-Ezzel IPP
Bahrain, 2004
USD 2,500 million
USD 2,500 million
USD 695 million
USD 492 million
Financial Adviser
Mandated Lead Arranger
Financial Adviser
Mandated Lead Arranger
Mandated Lead Arranger
and Joint Bookrunner
Mandated Lead Arranger
Hedging Co-ordinator
HSBC in the Global Utility sector
Global Announced M&A deals - Utilities
- 1 January to 30 June 2006
Adviser
Bank
1
2
3
4
5
6
7
8
9
10
JP Morgan
Lehman Brothers
HSBC
Merrill Lynch & Co
BNP Paribas Group
Rothschild
Goldman Sachs & Co
Deutsche Bank AG
Morgan Stanley
Lazard LLC
Global Finance – Annual Awards 2006
Amount (US$m)
Sector Winners - Power
116,987
116,368
115,162
113,983
112,710
73,957
71,489
70,838
69,764
67,110
Global Finance World's Best Investment
Banks - 2006
Source: Global Finance, June 2006
Source : Bloomberg, July 2006
4
It all depends on the applicable sub-sector…..
Unbundling
the industry
into its
components



Generation
—
Major portfolio disposals (UK, Italy). Russia (UES) to follow in 2007.
—
Major plant sell-offs (UK (again), Australia, Abu Dhabi)
—
Standalone IPPs / IWPPs span the world (including the GCC)
Transmission & Distribution
—
Very rarely offered to the market (“the family silver”) (UK, Latin America)
—
Attractive regulated asset bases (RPI regulation). GCC Interconnector ?
Supply
—

Disaggregate before – post losses - re-integrating into vertical utilities
Renewables
—
Globally, a major growth area (principally wind generation)
5
It depends on the private sector risk proposition……..
From the
investor
perspective,
key risk
issues which
will impact
upon appetite
and required
returns are as
follows…



Country credit rating
—
Investment grade threshold (major impact on IRR requirements)
—
IPP / utility default history in Argentina, India, Indonesia, Pakistan and UK
Relationship with the State
—
What do stakeholders want the deregulatory process to achieve?
—
Ownership, Fund Raising / Investment, Purchasing or Competition objective?
Role of incumbents post deregulation
—

Contrast UK / Italy with France, Germany or Ireland with Australia
Role of subsidies and competition
—
Subsidy of consumers (GCC) or subsidy of producers (Renewables)
—
Will the market rules change post investment? (UK) Merchant risk spectre
6
Case Study – Shuaibah IWPP
Shuaibah IWPP
Saudi Arabia, 2006
Borrower:
Shuaibah Water and Electricity Company
Sponsor:
Saudi-Malaysian Consortium, PIF and Saudi Electricity
Company
Status:
Closed - January 2006
Project Cost:
US$2,500 million
Project:
Greenfield 900 MW and 194 MIGD IWPP
US$ 2,500 million
Financial Adviser
Financial Adviser to the
Awarding Authority
Key Features:
-
First IWPP in Saudi Arabia
-
World’s largest new-build IPP/IWPP to date (Dealogic)
-
20 year PWPA with the Water and Electricity Company
HSBC Roles:
Financial Adviser to WEC/Government Awarding Authority
Awards:
–
EMEA Power Deal of the Year 2005” (PFI)
–
EMEA Power & Water Deal of the Year 2005 (Euromoney)
7
Shuaibah IPP – Incentives & Obligations
From a high
level
perspective,
respective
obligations
and
incentives in
the Shuaibah
IWPP are as
follows….

Public Sector Obligation
Private Sector Obligation
Political / Change in Law Risk
Construction / Completion
Fuel Supply Risk
Financing (debt and equity)
Dispatch Risk
Availability & Performance
Demand Risk
Operations & Maintenance
Exchange Rate Risk
Insurable Risks
Public Sector Incentive
Private Sector Incentive
Fixed Power Price (exc. Fuel)
Fixed Revenues (not profit)
Security of Supply
Future optimisation potential
Capped Exposure
Limited commodity risk
Competitive Procurement
Investment Grade Destination
The above is one approach which the market deemed suitable to raise USD 300m of
private sector Equity and USD 1.9 billion of senior debt in a “First Of A Kind” deal
8
Typical Mitigants and Remedies

In conclusion,
typical mitigants and
remedies are as
follows…
Solving the Asset Value Problem
—

Generation:
—

Regulated Asset Base and regulatory ring fence
Supply
—

PPAs / PWPAs, Renewables Obligations (often backed by legislation)
T&D
—

Competitive auctions (usually English auction or reverse auction)
Usually, let the market decide (compete on customer service, branding, billing)
Role of Government
—
Need for clear and consistent stakeholder objectives for deregulation
—
Historic ownership obligation becomes a future regulatory obligation
—
In Saudi Arabia, likely need to continue Government support mechanisms
9