02
September
2021
|
16:21
Europe/Amsterdam

International Company for Power and Water Projects (“ACWA Power”) Announcement of Intention to Float on the Saudi Stock Exchange (“Tadawul”)

Summary

Riyadh, KSA: 2 September 2021: International Company for Water and Power Projects (“ACWA Power”) or “the Company”), a leading developer, investor and operator of power generation and desalinated water plants worldwide, today announced its intention to proceed with an Initial Public Offering (“IPO” or “Offering”) and list its shares on the Main Market of the Saudi Stock Exchange (“Tadawul” or “the Exchange”).

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not an advertisement and not a prospectus and not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Hong Kong, Japan, Singapore, Australia or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering will be made, and any investor should make his investment decision solely on the basis of the information that is contained in, pursuant to, the formal offering documents to be published by International Company for Power and Water Projects in due course in connection with the listing and trading of its ordinary shares on the Saudi Stock Exchange.

The Capital Market Authority (“CMA”) on 30 June 2021 approved the Company’s application for the Initial Public Offering of 81,199,299 new ordinary shares, representing 11.1% of the Company’s enlarged share capital. The final price at which all subscribers in the Offering will purchase Shares will be determined at the end of the book-building period.

Founded in Riyadh in 2004, ACWA Power is a leading private developer, owner and operator of long-term contracted power generation and desalinated water projects worldwide that continuously optimizes its portfolio. ACWA Power today has 64 projects in operation, construction or advanced development in 13 countries across three continents, with a total project cost of SAR 248 billion (USD 66 billion).

The Company’s operational capacity across all markets currently provides 20.3 GW of electricity and 2.8 million m3 per day of desalinated water. Once existing projects under construction and in advanced development are completed and brought into operation within the next four years, the Company will double its operational power generation capacity to 41.6 GW and more than double its operational desalinated water production capacity to 6.4 million m3 per day. As a homegrown company, ACWA Power’s portfolio in the Kingdom of Saudi Arabia, including assets currently under construction or in advanced development, represents an estimated 24% of Saudi Arabia’s gross power generation capacity and 49% of the country’s water desalination capacity. With a pioneering mindset and mastery of the most sophisticated technologies, the Company is focused on enabling and driving the energy transition through investment expansion in greenfield and/or brownfield projects in renewable energy and green hydrogen.

In addition to its existing portfolio of operational, under construction or advanced development[1] assets, the Company’s growth opportunities include a short-term pipeline of more than 85 identified projects representing an overall potential capacity of 68 GW of power and 9.5 m3 per day of water from desalination assets coming up for tender or currently under negotiation. An additional growth driver is the development of 70% of Saudi Arabia’s 2030 renewable energy target of 58.7 GW under the National Renewable Energy Programme, which ACWA Power is developing with the Public Investment Fund (PIF), a majority shareholder in the Company, under a strategic framework agreement. Overall, there are future greenfield growth opportunities in the Company’s target markets of approximately 385 GW. Considering ACWA Power’s industry-leading average bid-win ratio of 68%, the Company believes it is strongly positioned to capture its fair share of these opportunities.

Out of the Company’s gross power capacity, including assets under operation, construction or in advanced development, 77% utilise low-CO2 power technologies, including solar, wind and gas. The share of renewables in ACWA Power’s total gross power capacity is currently 33%, which is targeted to increase to 50% by 2030 as the Company makes headway towards its net zero emissions target by 2050. The Company believes that the PIF strategic framework agreement will expedite the achievement of its 50% renewable target.

Mohammad A. Abunayyan, Chairman of the Board of Directors, ACWA Power
In this increasingly power-deficient and fresh-water constrained world, we are proud to positively impact millions of lives every day by delivering essential power and water. Since ACWA Power’s inception 17 years ago in Saudi Arabia, our mission has been to provide these life-sustaining utilities in a reliable and responsible manner, at low cost. Over the past decade, our business model has gone from strength to strength, and today ACWA Power emerges as not only a power generation and desalination champion at home in the Kingdom but also as a company enabling and driving the worldwide transition to a greener, cleaner future
Mohammad A. Abunayyan, Chairman of the Board of Directors, ACWA Power

He added: We are deeply honoured that the Public Investment Fund has entrusted us with spearheading the implementation of the National Renewable Energy Programme and proud to be a national champion, making tangible contributions to Vision 2030 initiatives. Affordable, low-carbon power generation and water desalination is critical for the sustainable development of economies. It is a privilege to be among the leaders in this field, relied upon by governments around the world to provide vital resources to their citizens. We believe the IPO will give new investors a unique opportunity to participate in the exciting opportunities that lie ahead.”  

Paddy Padmanathan, Chief Executive Officer, ACWA Power
A historic shift towards renewable energy sources is underway. We at ACWA Power are honoured to be at the forefront of this transition, championing a decarbonised and more sustainable future to support economic growth and social prosperity. For nearly two decades, we have worked to develop our robust business model, which is underpinned by long-term contracts and diversified assets across geographies and technologies. Combined with robust strategic partnerships, we are now well-positioned to capture significant opportunities in Saudi Arabia as well as in attractive markets globally, including utility-scale green hydrogen. Successively breaking the world record for the lowest water and solar tariffs during the last decade, we deliver power and water reliably, responsibly and affordably, and without compromising environmental stewardship, social accountability and good governance, to a rapidly increasing number of people worldwide
Paddy Padmanathan, Chief Executive Officer, ACWA Power

Key investment highlights

ACWA Power maintains a strong financial position as a result of its established strategy and solid competitive strengths, driven by a contracted, diversified, resilient and visible cash flow base with steady projected growth; high liquidity reinforced by mostly untapped corporate revolver facilities; low parent leverage allowing significant debt raising capacity; and superior returns across the lifecycle of projects with a strong income stream from continuing operations.

ACWA Power’s overall strategy is to be at the forefront of the energy transition by delivering power, desalinated water and green hydrogen reliably and responsibly at low cost in the Kingdom of Saudi Arabia, the wider GCC and attractive high-growth markets based on a de-risked and contracted business model. The key tenets of the Company’s strategy are:

  1. Leadership in KSA and in selected high-growth markets
  2. Focus on driving the energy transition and wider environmental, social, and corporate governance (ESG) agenda in all targeted markets
  3. De-risked business model underpinned by diversified long-term contracts
  4. Utilisation of centralised and synergetic expertise to optimise portfolio operations and economics via ACWA Power’s fully owned operation and maintenance company, NOMAC
  5. Application of a total return concept focused on extracting economics across the value chain to offer optimal “win-win" tariffs

The Company’s competitive strengths include its project development mastery underpinned by the “ACWA Power Total Solution”, a high-quality contracted portfolio with diversified cashflows, its “Develop-Invest-Operate-Optimize” business model configured to extract returns across asset lifecycles, a seasoned management team with a strong in-house multi-disciplinary team of experts, as well as a critical mass in high-growth markets with a visible growth pipeline and long-term buy-in from strategic shareholders.

Project development mastery underpinned by the cost-focused "ACWA Power Total Solution"

The Company has developed a proven track-record in greenfield development, consistently winning bids, and demonstrating strong development capabilities across technologies and fuel types except coal, which ACWA Power has committed to refrain from making further investments in. In the Kingdom of Saudi Arabia, ACWA Power has won 21 out of 29 bids since 2005 (including negotiated deals and acquisitions, in which the Company participated, for which an outcome is known), principally as a result of delivering significantly lower tariffs than other bidders.

Established critical mass and leadership across markets

With an approximate SAR 248 billion total project cost of assets in its portfolio as at 1 June 2021, ACWA Power is a leader in most of its high-growth markets, which are characterized by high-growth rates in GDP, population, and demand for electricity and water desalination. The Company’s markets, with its principal markets predominately in investment grade jurisdictions, offer large-scale asset growth opportunities across various fuel-types and technologies. These markets have low reserve margins and a high demand for electricity, primarily under long-term offtake agreements.

High quality, long-term contracted portfolio, diversified across geographies and technologies

ACWA Power’s portfolio comprises 64 assets in 13 countries as at 1 June 2021 with 71% of capacity from projects that are individually greater than 1 GW in capacity. The portfolio has an overall weighted-average remaining contract term of approximately 22 years by project cost and is characterized by price and volume protections against demand risk and changes in regulations and laws; fuel pass-through mechanisms with little to no fuel supply or commodity risk in all of the conventional assets except two; limited foreign exchange risk based on USD-denominated and inflation-linked contracts; and creditworthy offtake counterparties with the majority of the payment structures backed by government guarantees, who are typically sovereign-linked and/or investment grade offtakers.

Business model configured to extract value throughout the asset life cycle

ACWA Power’s business model allows it to allocate and extract returns across its development, investment, operations and optimisation offering. In a typical project, the Company earns fees as lead project developer (for its construction management services, fees as technical service provider), dividend returns as an investor, and profitability as an operator and maintenance service provider. Over the years, ACWA Power has also managed to further optimize the value of its projects operationally and financially. Operationally, NOMAC systematically creates additional value by virtue of operational synergies, optimized costs across the supply chain and incremental margins through NOMAC Maintenance Energy Services (NMES), a 100 percent owned subsidiary of NOMAC, by internalising the margins that were previously being paid out to third parties. At the parent level, ACWA Power creates further value by financial optimization such as actively renegotiating, amending and/or extending initial offtake agreements in addition to benefiting from capital recycling through sell-downs; equity bridge loan participation and extensions; raising structured non-recourse portfolio bond such as ACWA 39; and refinancing of the non-recourse project-finance debt.

A seasoned management team with decades of industry experience

ACWA Power is led by a seasoned management team of industry veterans with over 300 professionals working in the Company’s main headquarters in Riyadh, Kingdom of Saudi Arabia, and extension offices in Dubai, United Arab Emirates, as well as in satellite offices in Morocco, Egypt, Jordan, Indonesia, Turkey, South Africa, China, Vietnam, Uzbekistan and Azerbaijan. The Management Committee of the Company comprises highly experienced senior executives with decades of industry experience and with the knowledge and skills to lead the development of the Company’s strategy and its execution.

Critical mass and leadership in high-growth markets provide immediate visible growth pipeline and long-term development opportunities

ACWA Power is uniquely positioned in high-growth markets that are offering attractive opportunities in the next decade on account of its “Develop, Invest, Operate and Optimise” business model. The Company has developed, constructed, operated and optimized businesses and achieved critical mass and leadership in high-growth markets allowing it to capitalize on the development opportunities these markets offer. ACWA Power’s growth opportunities include a strategic framework agreement between the Company and the Public Investment Fund (PIF) of KSA to jointly develop the projects allocated to PIF under the PIF Renewable Energy Development Programme. Under this strategic framework agreement, ACWA Power, in addition to being a shareholder, will be responsible for the overall leadership and co-ordination of the renewable energy projects allocated to ACWA Power under the terms and conditions therein.

Highlights of the offer

The offering

The issuance of eighty-five million three hundred and thirty-six thousand eight hundred and fifty-one (85,336,851) new ordinary shares with a nominal value of SAR10 each (the "Shares") (which will represent 11.67% of the Company's share capital after the capital increase) comprising (i) an initial public offering of eighty-one million one hundred and ninety-nine thousand two hundred and ninety-nine (81,199,299) Shares (representing 11.1% of the Company's share capital after the capital increase) for public subscription (the "Offer Shares") and (ii) the allocation of four million one hundred and thirty-seven thousand five hundred and fifty-two (4,137,552) Shares (representing 0.57% of the Company’s share capital after the capital increase) to certain employees of the Company and its subsidiaries in accordance with the terms of the employee IPO grant plan.

Subscription to Offer Shares

Subscription to Offer Shares shall be limited to two tranches of investors (the "Investors").

Tranche (A): Participating Parties: This tranche is comprised of the parties entitled to participate in the book-building process as specified under the CMA’s Instructions on Book-Building and Allocation of Shares in IPOs (the "Book-Building Instructions") (collectively referred to as the "Participating Parties" and each a "Participating Party"). The number of Offer Shares to be initially allocated to Participating Parties is eighty-one million one hundred and ninety-nine thousand two hundred and ninety-nine (81,199,299) Shares, representing 100% of the total number of Offer Shares. In the event there is sufficient demand by Individual Investors for the Offer Shares, the Lead Manager and the Bookrunners have the right to reduce the number of Offer Shares allocated to Participating Parties to a minimum of seventy-three million seventy-nine thousand three hundred and seventy (73,079,370) Shares, representing 90% of the total number of Offer Shares. The Joint Financial Advisors, in coordination with the Company, shall determine the number and percentage of Offer Shares to be allocated to Participating Parties, using the discretionary allocation mechanism.

Tranche (B): Individual Investors: This tranche comprises Saudi natural persons including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who can subscribe for her own benefit or in the names of her minor children, on the condition that she proves that she is a divorcee or widow and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom and GCC persons, in each case who have a bank account with one of the Receiving Agents, and is entitled to open an investment account with them (collectively referred to as the "Individual Investors" and each an "Individual Investor" and, together, with the Participating Parties, the "Investors" or the "Subscribers"). Subscription by a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A maximum of eight million one hundred and nineteen thousand nine hundred and twenty-nine (8,119,929) Shares, representing 10% of the number of Offer Shares, shall be allocated to Individual Investors. In the event that the Individual Investors do not subscribe in full for the Offer Shares allocated to them, the Joint Financial Advisors, Joint Global Co-ordinators, Local Co-ordinator and Bookrunners may reduce the number of Offer Shares allocated to Individual Investors in proportion to the number of Offer Shares subscribed for by them.

Upon completion of the Offering, the Substantial Shareholders (i.e., those who own 5% or more of the Company's share capital prior to the Offering will, in aggregate, own 78.1% of the Shares. The Offering is fully underwritten by the Underwriters. The Substantial Shareholders will be subject to a restriction during which they will be prohibited from selling their Shares for a period of six (6) months from the date trading starts on the Exchange (the "Lock-up Period"). Following the expiry of the Lock-up Period, the Substantial Shareholders will be free to dispose of their Shares. The Substantial Shareholders are the Public Investment Fund, Vision International Investment Company and Al Rajhi Holding Group Co.

The Company will use the net proceeds of the Offering to further strengthen its balance sheet and fund future projects in the energy and water desalination sectors during the next five years after completion of the Offering.

The Shares will be offered to certain qualified foreign financial institutions who are based outside the United States through SWAP agreements (SWAPs). This category will be subscribed outside the US territory in accordance with the Regulation S issued under the US Securities Act of 1933, as amended (the "Securities Act"). The Shares have not been, and will not be, registered under the Securities Act or under any U.S. state securities laws. Offer Shares may not be offered or sold within the United States and may be offered and sold only in transactions that are exempt from, or not subject to, registration under the Securities Act and the securities laws of any other jurisdiction other than the Kingdom. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such an offer or solicitation would be unlawful.

Prior to the Offering, there has been no public market for trading in the Shares in the Kingdom or elsewhere. The Company has submitted an application for registration and offer of the Shares to the CMA, and an application for listing of the Shares on the Exchange, together with all required documents. All relevant regulatory and corporate approvals required to conduct the Offering have been granted, including the requirements to list the Shares on the Exchange and approvals pertaining to the publication of this Prospectus, and all supporting documents have been submitted to the CMA and Tadawul. It is expected that trading in the Shares will commence on the Exchange after the final allocation of the Offer Shares and satisfaction of necessary conditions and procedures. After the registration and listing of the Shares on the Exchange, Saudi Arabian nationals, non-Saudi Arabian nationals holding valid residency permits in the Kingdom, and companies, banks, and investment funds established in the Kingdom or in other countries of the GCC, as well as GCC nationals, will be permitted to trade in the Shares after trading starts on the Exchange. Moreover, Qualified Foreign Investors will be permitted to trade in the Shares in accordance with the QFI Rules and Foreign Strategic Investors will be permitted to trade in the Shares in accordance with the FSI Instructions (all as defined herein). Furthermore, non-GCC nationals who are not residents in the Kingdom and non-GCC institutions incorporated outside the Kingdom ("Foreign Investors") will be permitted to indirectly acquire an economic benefit in the Shares, by entering into swap agreements with Capital Market Institutions licensed to purchase shares listed on the Exchange by the CMA to acquire, hold and trade shares on the Exchange on behalf of a Foreign Investor (the "Capital Market Institution"). Under such swap agreements, the Capital Market Institution will be the registered legal owner of such Shares.

Financial advisors, underwriters and bookrunners

Underwriters:

The Company has appointed Riyad Capital, Citigroup Saudi Arabia ("Citi"), J.P. Morgan Saudi Arabia Company ("J.P. Morgan"), Natixis Saudi Arabia Investment Company (“Natixis”), EFG Hermes KSA, Emirates NBD Capital KSA, FAB Capital, Albilad Investment Company, Alistithmar Capital for Financial Securities and Brokerage Company, SNB Capital, and Al-Jazira Capital as Underwriters.

Bookrunners:

Riyad Capital, Citi, J.P. Morgan, Natixis, EFG Hermes KSA, Emirates NBD Capital, and FAB Capital have been appointed as Joint Bookrunners.

Receiving Entities:

Riyad Bank, Saudi National Bank (SNB), Bank AlJazira and Al Rajhi Bank have been appointed as receiving entities (collectively, the “Receiving Entities”) for the Individual Investors tranche.

Joint Financial Advisors:

Citigroup Saudi Arabia

Majed Al Hassoun

Projecteclipse.wg@
citi.com

J.P. Morgan Saudi Arabia Company

Omar El Amine

Eclipse_JPM_Core@jpmorgan.com

Natixis Saudi Arabia Investment Company

Ammar Bukhamsin project.eclipse@natixis.com

Riyad Capital

Ayman Al- Drewesh/Aziz Al-Sufayyan

projecteclipse@riyadcapital.com


Joint Bookrunners:

EFG Hermes KSA

Maged Ali

EFG_ProjectEclipse@EFG-HERMES.com

Emirates NBD Capital

Prasad Chari

projecteclipse@

emiratesnbd.com

 

FAB Capital

Faisal Kawas / Tom Emmet

ProjectEclipse2021@bankfab.com

 

[1] Advanced development projects are defined as projects where ACWA Power has been awarded a preferred bidder status, has signed the long-term offtake agreement, or for some negotiated deals has committed significant financial resources, and is working on achieving financial close.