32
INTER RAO Lietuva Initial Public Offering in Lihuania and Poland Warsaw, 27 November 2012
INTER RAO Lietuva
Initial Public Offering in Lihuania and Poland
Warsaw, 27 November 2012
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Disclaimer
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under
the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the
securities will be made in the United States.
This publication is for promotional purposes only and under no circumstances shall constitute or form part of, and should not be
construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of AB INTER
RAO Lietuva (the “Company”) in the United Kingdom, the United States, Australia, Canada or Japan (or in any jurisdiction to whom
or in which such offer or solicitation is unlawful), nor should it or any part of it form the basis for a decision to invest in securities
of the Company.
The offering prospectus (the “Prospectus”), prepared in connection with the public offering of the Company’s shares to investors
in Poland and Lithuania, and admission of all of the Company’s shares to listing and trading on the Warsaw Stock Exchange (the
“WSE”), is the sole legally binding document containing information on the Company and the public offering of its shares in
Poland and Lithuania (the “Offering”).
On 23 November 2012 the Prospectus was approved by the Central Bank of the Republic of Lithuania (Lietuvos Respublikos
Centrinis Bankas, the "CBRL"), the Lithuanian financial markets supervision authority, and was made available to the public once
all the conditions provided under Art. 12 of the Law on Securities of the Republic of Lithuania dated 18 January 2007, as amended,
and Art. 37 of the Polish Public Offering Act dated 29 July 2005 had been met, i.e., once the Polish Financial Supervision Authority
was notified by the CBRL of the approval of the Prospectus and received a certificate of the approval of the Prospectus along with
copy of the Prospectus and a translation of its summary into Polish.
The Prospectus in electronic form is available on the following websites: of the Company (www.interrao.lt) and UAB FMI Orion
Securities (www.orion.lt). Printed copies of the Prospectus are available free of charge on request made to the Company or UAB
FMI Orion Securities.
1
Introduction
2
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3
Ph.D. Paulius Vazniokas
Economic Director , CFO
Joined the Company in 2007
Vidas Čebatariūnas
Member of the Management Board
Commerce Director
Joined the Company in 2005
Jonas Garbaravičius
Member of the Supervisory Board,
Chairman of Scaent Baltic,
Selling shareholder
Joined the Company in 2008
Introduction
Market background
Company overview
Key financials
Strategy
Intitial Public Offering
Appendices
Agenda
Today’s presenters
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Quick glance
4
Source: VŽ.LT, LITGRID, Regula
↘Top 1 largest electricity trading company in Lithuania
↘Top 3 largest wind park by installed capacity in Lithuania
↘Top 12 largest tax payer in Lithuania
↘Top 22 largest company by revenues in Lithuania
↘Accessing capital markets
↘Increasing transparency, visibility, and reliability
↘Aiding growth in the end-user segment
↘Possibility to use shares to settle future acquisitions
Company
IPO
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↘ Reliable supplier of electricity
↘ Strong market position in home
country¹
↘ Increasing market share in
Estonia and Latvia
Leading wholesale electricity
trader in Lithuania and the
Baltic states, with plans to
diversify into retail segment
and enter new markets,
including Poland
Sole authorized representative
of INTER RAO UES in the
Baltic region
30MW wind park in Vydmantai
with a guaranteed feed-in tariff
of 300LTL/MWh until 2020
Business highlights
Trading position Access to electricity Renewables
5
↘ Lower prices than in the Baltics
↘ Long-term cooperation (by
2020) with possibility to renew
↘ Strategic goal of increasing
installed capacity through
acquisitions by up to 100 MW
by end of 2015
↘ A significant source of
revenue growth in the
coming years
↘ To be financed with debt and
retained earnings
↘ Bigger acquisition projects
may be completed together
with INTER RAO UES
1. Market shares in Lithuanian wholesale electricity trading as of 2011
Source: Lithuanian National Control Commission for Prices and Energy
Market background
6
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Baltic macroeconomic overview
Baltic countries’ GDP is expected to grow steadily
Baltics growth outpaces that of EU
2012 GDP growth forecast for selected countries
Government finances – low debt ratios
Public debt to GDP (2012E)
Growth set to remains robust
7
Source: EIU, European Commission
↘ Baltic States economies are recovering
↘ Increasing exports together with internal devaluation
resulted in higher region’s competitiveness
↘ Baltics growth rate outpaces EU
↘ Region’s GDP growth forecasts are positive and
above that of Eurozone or EU-27
↘ Sovereign debt levels are under control
↘ All three Baltic countries have maintained relatively
low debt levels throughout the crisis
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↘ Electricity consumption in Estonia, Latvia
and Lithuania has been gradually increasing
↘ Lithuania, having the largest population
among the Baltic States, has been the
largest net consumer of electricity in the
region:
↘ Lithuania – 9.4 TWh
↘ Estonia – 7.2 TWh
↘ Latvia – 6.2 TWh
↘ The most significant consumers in the
region are industry, residential segment, and
trade and other commercial users
↘ Electricity consumption per capita in Latvia,
Lithuania and Estonia is still lagging behind
more developed countries
Electricity consumption per capita (kWh)1 -
Electricity consumption in the Baltics excl. exports (TWh)
8
Baltics electricity demand
1. Data as of 2010 (latest publically avaialble). Source: Eurostat Statistical Pocketbook April 2012; Business Monitor International Q3 2012; Lithuanian National Control Commission for Prices and
Energy; Central Statistical Bureau of Latvia; Statistics Estonia, Eesti Energia, Eesti Gaas
Electricity consumption in the region is growing
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↘ Capacity will amount to 700MW and is scheduled to be operational from
December 2015
International links under construction
↘ Capacity of 650MW
↘ EstLink 2 is co-financed by the EU, and construction should be completed in 2014
↘ LitPol 1 - scheduled to become operational by the end of 2015, initially with
500MW throughput, subsequently increased to 1,000 MW by 2020
↘ LitPol 2 - according to the Lithuanian National Energy Independence Strategy, it
shall be commissioned by 2018/20 and have a capacity of 700-800 MW
↘ Both links have the full support of the Polish PM; 2020 - the completion date for
the entire project
EstLink 2
LitPol
NordBalt
9
EstLink 2 Estonia & Finland
LitPol - Lithuania & Poland
NordBalt – Lithuania & Sweden
↘ Trading opportunities for the Company will substantially increase when
wholesale electricity clients from Sweden and Poland enter the Lithuanian
market
Further electricity market growth facilitated by the completion of international links
Source: PSE Operator; Litgrid; Elering; Litgrid
Company overview
10
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Sales by country (GWh)
Purchase by volume and origin (GWh)
11
Electricity sales and purchases
↘ Vast majority of electricity purchased from
Inter RAO UES, which has significant
electricity generation capacities and thus it
is a reliable and credible partner
↘ Majority of the agreements are long-term
– their validity expires at the end of 2020
and then shall be automatically renewed
↘ An agreement with INTER RAO UES on
potential export of electricity generated in
Baltiiskaya NPP under construction in
Kaliningrad
↘ Additional purchases of electricity from
producers in Lithuania, Latvia and Belarus
Reliable supplier of electricity at competitive price
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In 2011, the Company had 44% share in Lithuanian wholesale trading market
↘ Trading based on bilateral agreements or through the power exchange and carried out on the
basis of the latter
↘ Under the Lithuanian law, all imported (irrespective of origin) and exported (irrespective of the
destination) electricity have to be sold/purchased at the power exchange
↘ 65 independent electricity suppliers in Lithuania, however only 26 were actively operating1
Market position in Lithuania – wholesale
12
Electricity sales on the LPE Electricity purchases on the LPE
2010 2011 2010 2011
INTER RAO Lietuva Lietuvos energija Vilniaus energija Kauno termofikacine elektrine
Latvenergo Prekyba Other ORLEN Lietuva Enefit
Source: Lithuanian National Control Commission for Prices and Energy, Company data
1. As of 30 June 2012
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↘ The third largest wind park in Lithuania –
located in the western part
↘ Acquired in July 2011 a for a total cash
consideration of LTL 71.4m
↘ Between 2009 and 2011 the net annual
electricity production varied in range of 54
and 70 GWh
↘ Current energy law: all wind farms and
projects with granted quotas are able to
receive 300 LTL/MW feed-in-tariff for 12
years from the start of operations - valid till
31 December 2020
↘ New energy law: wind projects have to
participate in tender bidding procedure for
quotas. The lowest required feed-in-tariff
receives quotas for 12 year period at bid
prices.
High cash flow and profitability project Electricity generation revenues, mLTL
13
Vydmantai Wind Park
Vydmantai Wind Park
Source: Litgrid
Key financials
14
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Robust financials (1)
15
Revenues (LTLm)1
196%
7,8%
1. The litas is pegged to the euro at the rate of 3.4528 to 1
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Robust financials (2)
16
EBITDA (LTLm), EBITDA margin (%)
EBITDA breakdown
2011 1H 2012
Net debt (LTLm), Net debt/EBITDA2
Net debt/EBITDA
(x)
1. The Company has been operating without any interest bearing liabilities until 2011, when financing was raised for the acqusiition of Vydmantai wind farm
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↘ A dividend payout rate no less than 70% of the net profit
↘ The Company retains the right to pay out less than 70% if there are significant investment projects that
would ensure Company’s value growth.
↘ On 20 July 2012 the Shareholders adopted a resolution on the increase of the share capital from the
Company’s own funds from LTL1m to LTL20m.
↘ The net profit for distribution for the financial year ending 31 December 2012, will be reduced by the
amount of the share capital increase (i.e. LTL19m)
↘ 2011 dividend yield assuming maximum offer price is 14.1%1
Dividend policy
17
Historical dividends (LTLm)
High divident payout ratio
1. * Dividends declaired for the year is paid in the following year
1. Assuming maximum offering price of 6.55 EUR
2. * Dividends declaired for the year is paid in the following year
Strategy
18
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Strategy Market backdrop
↘ Consolidate the leading wholesale
electricity trader position in the Baltics
(current share of 44% in the Lithuanian
market)
↘ Increase market share in Latvia and
Estonia
↘ Expand current customer base
Inte
r-c
on
nec
tio
ns
↘ Completion of 500 MW LitPol Link
(2015), 700 MW LT-SWE NordBalt link
(2015), and 650 MW EstLink 2
(Estonia-Finland; 2014) would
significantly increase the regional
electricity market
↘ Further develop wind capacity up to
100MW by the end of 2015
Fe
ed
-ia
riff
↘ Renewable energy supportive schemes
in place in the Baltic region
↘ Diversify operations into retail and a solid
end consumers’ base
Ba
ltic
s
↘ From 1 January 2013 full market
liberalization in the Baltics will
significantly increase market size and
provide growth opportunities for the
Company
Strategy (1)
19
1
2
3
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Strategy Market backdrop
↘ Capitalise on preliminary agreement with
INTER RAO UES on potential export of
electricity to be generated by the
Kaliningrad NPP to the Baltic States
↘ Capitalise on the interconnection of
national power systems
KN
PP
↘ Electricity produced in KNPP could be
sold on the Polish market, provided that
LitPol is fully operational
↘ KNPP will provide a reliable and
competitive baseload generation source
↘ Expand sales in Poland (start from 2013)
and selected international markets
↘ Initial focus on trading, with electricity
purchases in Poland, and development of
derivatives trading
↘ In the long-term – enter retail segment in
Poland
Po
lan
d
↘ Largest CEE economy and one of the
largest countries in the European Union
with strong and resilient
macroeconomic backdrop
↘ Tightening reserve margin indicates
power price upside potential
↘ North of Poland is deprived of baseload
generation
Strategy (2)
20
4
5
Initial Public Offering
21
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Pricing ↘ Max price of EUR 6.55 per share, offering price set following the book building
Offer structure ↘ Up to 4,000,000 existing shares (20% of the Issuer’s share capital)
Listing ↘ Main list of Warsaw Stock Exchange and the first day of trading on 18 December
2012
Stabilization ↘ Up to 500,000 at Offer price, period 30 days
Offering structure ↘ Public offering in Poland and Lithuania and Reg S placement outside Poland and
Lithuania
Lock-up ↘ 1 year following the Listing Date for the Company and the shareholders
Manager ↘ Orion Securities - Global Coordinator and Bookrunner
Offering structure
22
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Offering timeline
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Date Event
27 Nov • Prospectus published
27 Nov – 7 Dec • Retail subscription period
26 Nov – 4 Dec • Roadshow
5 Dec – 7 Dec • Bookbuilding
7 Dec • Pricing
10 Dec • Press release on pricing and preliminary allocation
11 Dec • Payment for the Offer Shares by Institutional Investors
12 Dec • Press release on final allocation structure
13 Dec • Closing and settlement
18 Dec • Listing and trading
18 Dec – 18 Jan • Stabilisation
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Shareholders
24
Current shareholding
Shareholding after the offering1
1. Assuming complete sale of the offer shares
↘ RAO Nordic OY is a wholly-owned Finnish subsidiary of INTER RAO UES, the State-owned Russian energy
holding company managing assets in Russia, several countries of the CIS and the EU with 28GW of total installed
capacity
↘ INTER RAO UES’ operations comprise electric power and heat generation, international power trading and
electric industry engineering. As of October 2012, its market capitalization on MICEX–RTS was approximately
Russian rubles 265 billion (EUR 6.6bn)
↘ UAB Scaent Baltic is an investment company enagaged primarily in the energy sector. Scaent Baltic is owned and
controlled by Jonas Garbaravičius and his family
↘ UAB Scaent Baltic is involved in investment activities in various sectors in Lithuania and abroad, including energy,
investment and financial services, media and publishing, food industry and real estate
↘ Following the offering, Scaent Baltic will continue to directly own c. 29% of the outstanding share capital of the
Company, assuming all of the offer shares are sold to investors
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Highlights
25
High dividend payouts stemming
from high and stable operating margins
Consolidating leading wholesale electricity
market position in the Baltics
Entering end-users electricity business
Expansion in electricity markets Further development of
renewable energy portfolio
Appendices
26
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Income statement, mLTL 2009 2010 2011 1H 2011 1H 2012
Sales revenue 104,539 750,389 919,080 419,678 453,350
Gross profit 25,662 79,462 91,965 44,512 47,335
Margin % 24.55% 10.59% 10.01% 10.61% 10.44%
EBITDA 17,862 69,439 78,800 36,245 43,818
Margin % 17.09% 9.25% 8.57% 8.64% 9.67%
EBIT 17,485 69,076 74,032 36,095 38,516
Margin % 16.73% 9.21% 8.06% 8.60% 8.50%
Net profit 14,953 59,061 61,200 31,171 30,777
Robust financials
27
Balance sheet, mLTL 2009 2010 2011 1H 2011 1H 2012
Total non-current assets 8,930 6,718 139,393 137,611
Prepayments 71 8,457 6,723 1,614
Receivables 11,725 59,726 45,086 39,219
Other 5,593 600 355 327
Cash and cash equivalent 19,786 81,932 33,885 27,780
Total current assets 37,175 150,715 86,049 68,940
Total assets 46,105 157,433 225,442 206,551
Equity 33,666 63,745 64,150 30,904
Non current liabilities 1,087 801 103,660 99,880
Trade payable 11,127 70,503 31,797 25,780
Others 225 22,384 25,835 49,987
Current liabilities 11,352 92,887 57,632 75,767
Total equity and liabilities 46,105 157,433 225,442 206,551
High and stable operating margins
↘ Sales revenues have increased by 9 times since 2009
↘ The increase in sales was facilitated by the closure of
Ignalina NPP and thus increased electricity import
↘ In 2011 sales revenue has further increased by 22.5% to
LTL 919 m
↘ Despite significantly growing electricity import and being the
leading wholesale electricity trading company, gross profit
margin was maintained at 10% level
↘ CAPEX is relatively low compared to electricity generation
companies
↘ Higher free cash flow results in higher dividends
↘ The Company has previously been operating without debt till
the acquisition of Vydmantai wind park
↘ Sound financial results of the Company allows and facilitate
its further expansion, including renewable energy sector in
Lithuania and abroad
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2002-2008
↘ The Company became an independent supplier of electricity in 2002, following the liberalization of the
electricity market in Lithuania
↘ RAO Nordic OY (the majority shareholder), a Finnish subsidiary of INTER RAO UES, acquired 18% of the
Company’s share capital from UAB VB rizikos kapitalo valdymas in 2005 and increased its stake to 51% in
2008
↘ Throughout this period the Company managed to build up relations with the largest wholesale suppliers of
electricity in the Baltic States
2009
↘ Company signed a supply contract with ORLEN Lietuva
↘ The Company changed its name from UAB 'Energijos Realizacijos Centras' to UAB 'INTER RAO Lietuva.
↘ A change in electricity market dynamics following the decommissioning of the of Ignalina Nuclear Power Plant
(end 2009)
2010
↘ From 1 January 2010, Lithuanian entities with installed capacity greater than 400 kW were obliged to start
buying electricity from the market
↘ Company established 100% owned subsidiaries in Estonia and Latvia
2011
↘ INTER RAO Lietuva started trading in the Estonian area of NordPool Spot
↘ In July 2011 the Company acquired 100% of UAB 'Vėjo spektras' (Vydmantai wind park)
↘ The Company has signed an agreement with INTER RAO UES on potential export of electricity generated in
the Kaliningrad NPP (under construction)
2012
↘ In June 2012, Nord Pool was introduced in Lithuania, thus incorporating the country into the largest
Scandinavian electricity trading market
↘ The Company is in the process of establishing a subsidiary in Poland
Company history
28
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Management board
29
Karina Tsurkan
Chairman of the Board
• Joined the board in October 2011
• Currently Head of Trading Unit and
management board member in Inter RAO
UES
• Previously head of numerous Geographic
Units in Inter RAO group
• Holds a bachelor’s degree in law from
International Independent University of
Moldova, and an MBA from the University
Consortium of Spain
Ilnar Mirsiyapov
Member of the Board • Joined the board in July 2012
• Previous experience in various energy
companies, including Rosatom, Atomic
Energy Power Corporation.
• Holds a Bachelor’s degree in management,
a Ph.D. of Sociological Sciences, both
from; an Engineer’s degree in oil and gas
production and development from the
Almetyevsk State Oil Institute as well as a
Ph.D. of economic sciences
Giedrius Balčiūnas
Member of the Board, CEO
• Joined the board in July 2012
• Professional experience – 10 years
• Served on the board in 2007-2008
• CEO of the Company since 2003
• Currently board member in various Issuer’s
companies
• Holds a degree from Kaunas Polytechnic
Institute
Dmitry Palunin
Member of the Board
• Joined the board in March 2010
• Previous positions include Head of the
Economics and Finance Department, the
Head of the Treasury Department and the
Associate CFO.
• Holds a degree in management and
engineering from Moscow State Aviation
Institute, also holds an MBA from Higher
School of International Business at the
Academy of National Economy
Vidas Čebatariūnas Member of the Board, Commerce Director
• Joined the board in April 2007
• Professional experience – 11 years
• Commerce director since 2005
• Previous experience include being in
managerial positions in many energy
companies
• Holds a Master‘s degree in economic
analysis and planning from the Vilnius
University.
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Key personnel
30
Experienced team with extensive track record
Jonas Garbaravičius
Member of Supervisory Board
• Joined the Company in 2008
• Professional experience – 12 years
• Currently Counsellor of CEO of the
Company, Chairman of the Management
Board of the Scaent.
• Served on the Company‘s Management
Board in the years 2008-2012
• Holds a Bachelor’s degree in Business
Administration, took part in Energy Experts
Programme organized by the Nordic
Council of Ministers
Paulius Vazniokas
Economic Director, CFO • Joined the Company in 2007
• Professional experience – 6 years
• Economic Director since 2007
• Currently holds several positions in the
Group Companies
• Holds a Ph.D. degree in Economics, a
Master‘s degree in Finance and Banking,
and a Bachelor’s degree in Business
Administration from Vytautas Magnus
University.
Nerijus Veikša
Legal Department Director
• Joined the Company in 2007
• Professional experience – 12 years
• Past professional experience includes post
of Director at National Association of
Business Administrators, Asistant General
Director at Kauno termofikacine elektrine,
• Holds a Master‘s degree in International
Commercial Law an a Bachelor‘s degree in
Business Administration of Vytautas
Magnus University.
Aiste Vaitaityte
Deputy CEO
• Joined the Company in 2003
• Professional experience – 9 years
• Deputy CEO since June 2005
• Previously, Head of Information Analysis
and Transmission Division.
• Holds a Master‘s degree in Law and
Management from Mykolas Romeris
University and a Bachelor‘s degree in
Social sciences from Lithuanian University
of Educational Sciences
Edvardas Važgėla Electricity Trading Development Director
• Joined the Company in 2012
• Professional experience – 35 years
• Experience in electricity sector for over 20
years, including working in leading
positions in Lietuvos Energija
• Holds a degree from Kaunas Polytechnic
Institute with specialization in electricity
engineering
↘ Management team has extensive technical and business experience in the area of electricity trading
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Group structure
31
INTER RAO Eesti OU
100%
IRL Polska
100%
AB INTER RAO Lietuva
SIA INTER RAO Latvia
100%
UAB Alroka
49.99%
UAB IRL Wind
100%
UAB Vydmantai wind park
100%
1. Pending registration by the Polish Companies Court
1
