GSEO Vh Global Sustainable Energy Opportunities Plc

VH GLOBAL SUSTAINABLE ENERGY OPPORTUNITIES PLC

25 July 2024

Investment in 248.4MW solar & onshore wind portfolio in Spain, Portugal and Sweden

VH Global Sustainable Energy Opportunities plc ("GSEO" or the "Company") - the London-listed investment company managed by Victory Hill Capital Partners LLP focused on investing in energy infrastructure essential in the global transition towards net zero - is pleased to announce the acquisition of a portfolio of seven solar and two wind assets across Europe. The transaction will be completed in two phases. Once fully operational, the portfolio will have a total installed capacity of 248.4MW and will be expected to generate 489,900 MWh per year, equivalent to powering over 100,000 Spanish homes annually while saving c150,000 tonnes CO2 emissions per annum.

The first phase of the investment is the acquisition of a portfolio of five assets with a generation capacity of 59.8MW and project rights of four ready-to-build ("RTB") solar PV assets in Spain with a generation capacity of 188.6MW.

The total consideration for the first phase is EUR 53m for a portfolio of five assets comprising:

·      3.7MW operational solar PV plant in Spain;

·      6MW operational onshore wind asset in Sweden;

·      20MW solar PV plant under construction in Portugal;

·      10.3MW solar PV plant under construction in Spain; and

·      19.8MW RTB onshore wind asset in Spain

The second phase of the investment consists of funding the construction of the 188.6MW RTB solar PV assets, for a total amount of EUR45m in Q4 of this year. The construction is to be fully funded by a European strategic fund ("equity co-investor") and project finance debt.

Once the second phase is completed, GSEO will be the largest owner of the portfolio with an effective ownership of 43.5%, with the balance split between the equity co-investor and joint venture partners, Spanish Power S.L., a developer and owner of renewable projects in Iberia and Sweden.    

Richard Lum, Co-CIO of Victory Hill Capital Partners commented:

"We are pleased to announce this new investment, which will bring the total number of assets in the GSEO portfolio to 36, split across seven countries and six technologies. The transaction commits capital previously earmarked for the second project in our UK flexible power and carbon capture and reuse (CCR) programme, to a programme which will generate yields for shareholders in a more time efficient manner, without compromising on returns.

"Key power-dependent economies in Western Europe, including those in this programme (Spain, Portugal and Sweden) are widely acknowledged to be at the front end of significant electricity demand in the coming years, and our programme will target structural demand gaps caused by the disruptive effect of power demand emanating from areas such as data centres driven by the energy intensiveness of AI processes. It has been estimated that power demand in Europe may increase by close to 50% in the next decade as a result of the build-out of AI-driven data centres throughout the region. Through this programme, we will work with our joint venture partner, Spanish Power, S.L., to capture favourable revenue opportunities caused by this emergent demand side dynamic."

Rationale for transaction

The aim of this programme is to continue to support the global energy transition by identifying market dislocations and providing investors with a differentiated return. The three markets targeted in this programme are widely acknowledged to be at the front-end of significant electricity demand in the coming years due to increased electrification of each country, the implementation of decarbonisation targets and the build out of new energy intensive sectors including data centres and AI technology's significant demand for power.

In Spain, the nationally mandated need to ensure quick penetration of solar and wind generation, the accelerated decommissioning of baseload generation sources such as nuclear power, coupled with a limited interconnection with continental Europe, ensures conditions are aligning to allow investors to secure differentiated returns through pursuing private commercial revenue contracts.

Portugal's decarbonisation strategy centres around electrification and the expansion of renewables as part of the electricity generation mix. As part of its National Energy and Climate Plan, the country is targeting 80% of electricity generation to come from renewables by 2030 and aims to reach a 47% share of renewables in final energy consumption and 20% share of renewables for transportation.

Sweden is a global leader in decarbonisation and has targets to cut greenhouse gas emissions by 59% by 2030 compared with 2005 and has 100% renewables in its energy mix. A major growth in power demand in northern Sweden is expected, primarily driven by an agenda to decarbonise energy intensive industries by locating these close to cheap sources of renewable energy, such as AI-driven data centres, EV battery manufacturers, and green steel which are expected to increase demand by 19TWh of clean energy.

Construction element of the programme

The mandate of the Company is to enable the energy transition, which implies a need to build new assets alongside investment in yielding operating assets. As construction assets in this programme reach completion, shareholders are expected to benefit from further NAV growth and dividend coverage in excess of payout targets.

The first phase of the investment benefits from having two operational projects as well as two short-cycle construction solar PV assets in Spain and Portugal which are expected to be completed Q4 2024. The construction of the Spanish wind asset is expected to begin in Q4 2024, with completion in Q4 2025. The second phase assets are expected to be completed in Q4 2025. Therefore, all the assets are expected to be fully operational by the end of 2025.

To mitigate the construction risk of this programme, in addition to entering into engineering, procurement and construction ("EPC") contracts with reputable companies on a lumpsum turnkey arrangement, strong protections have been put in place. Key measures include clawback mechanisms against the joint venture partner in case of delays and costs overruns.

Target return & leverage

Once fully constructed, the portfolio's levered returns are expected to be in line with the Fund's target total NAV return. The investment manager has identified a series of value creation initiatives which could be implemented on this programme following its construction, enabling it to target returns in the mid-teens.

Funding to implement further asset value creation initiatives is expected to come from cash generated by ongoing operations across the GSEO portfolio.

Due to the strategic nature of these assets, competitively-priced debt is available at the construction phase. As such, as part of the second phase deployment there would be 20-year debt on the programme with a loan-to-value of approximately 50%. This would bring the total leverage of the Company to approximately 15%. GSEO should continue to be the lowest-levered fund within its peer group.

Capital allocation

The Board and the investment manager monitor the market regularly to determine the relative merits of deployment of capital into new or previously announced projects. Following a comparative analysis, it was concluded that reallocating the "committed, not deployed" funds from the second UK gas-fired power plant with CCR to this new solar & wind programme provides shareholders with greater benefits, namely: 

·      It offers shareholders access to yield sooner as part of the investment is already operational, providing yield from day one and a shorter construction period. In contrast, the second UK project would taken at least 18-24 months to become fully operational.

·      It offers a higher target return from day one, together with greater potential for value creation.

·      It has a lower construction risk profile by having a shorter expected construction period (6-18 months currently, compared to 18-24 months with the UK project).

·      It further diversifies the portfolio, both technologically and geographically.

The Board has reviewed the capital allocation options available currently, especially in view of the discount the Company's shares are currently trading at. The Board always considers the interests of all shareholders. It has decided that the benefits of this investment, at this time, are considerable. It offers important geographical diversification into established energy markets in Europe, the addition of another technology, more individual assets thus reducing concentration risk, the opportunity for future return growth through hybridisation, immediate income and income growth over the next year and thereafter. The Company is committed to a progressive dividend and this investment is important in being able to deliver on this. 

The Board does not rule out further increases to the buyback programme, continuing to have flexibility to do so utilising surplus capital that is unaffected by funding of this investment. The Company also remains focussed on adding value to our existing investments and to providing sustainable returns for our investors.

Sustainability  

An independent assessment of the project, as per the investment decision process, has concluded that the project is compliant with the Company's six relevant Sustainable Development Goals - SDGs 3, 7, 8, 9 13 and 17 - and will do no harm in the context of the remaining 11 goals.

www.vh-gseo.com

The Company's LEI is 213800RFHAOF372UU580.

For further information:

Edelman Smithfield (PR Adviser)

Ged Brumby                 + 44 (0)7540 412 301

Victory Hill Capital Partners LLP (Investment Manager)

Navin Chauhan              info@victory-hill.com

Deutsche Numis (Corporate Broker)

David Benda                 +44 (0)20 7260 1000

Matt Goss

Apex Fund and Corporate Services (UK) Limited (Company Secretary)

ukfundcosec@apexfs.com

About Victory Hill Capital Partners LLP

Victory Hill Capital Partners LLP ("Victory Hill") is authorised and regulated by the Financial Conduct Authority (FRN 961570).                   

Victory Hill is based in London and was founded in May 2020 by an experienced team of energy financiers that spun-out of a large established global project finance banking group. The team has participated in more than $200bn in transaction values across 91 conventional and renewable energy-related transactions in over 30 jurisdictions worldwide. Victory Hill is the investment manager of the Company.

The Victory Hill team deploys its experience across different financial disciplines in order to assess investments holistically from multiple points of view. The firm pursues operational stability and well-designed corporate governance to generate sustainable positive returns for investors. It focuses on supporting and accelerating the energy transition and the attainment of the UN sustainable development goals.

Victory Hill is a signatory of the United Nations Principles for Responsible Investing (UN PRI), the United Nations Global Compact (UN GC), Net Zero Asset Managers Initiative (NZAMI), a member of the Global Impact Investing Network (GIIN) and is a formal supporter of the Financial Stability Board's Task-Force on Climate-related Disclosures (TCFD).

About Spanish Power S.L. ("SPAWER")

SPAWER is a renewable energy developer based in Madrid, Spain. It was established in 1998 and is involved in development, financing, construction management and operation of renewable energy projects. It has a presence in three countries (Spain, Portugal and Sweden) with a track record of constructing over 540MW of projects and has developed and sold around 1.8GW of solar and onshore wind projects.