INTEGRATED REPORT
2015
CONTENTS
1. Interview with the President and CEO 04 2. About this report 07
3. The Group 08
3.1. Description of the organisation 09 3.2. Our assets 14
3.3. Our stakeholders 17 3.4. Business model 20 3.5. Saeta in 2015 22
4. Strategy 28
4.1. Excellent, secure and sustainable operation 29 4.2. Sustained and controlled growth 30
4.3. Financial strength and high liquidity 32 4.4. Organisational structure with talent 32
5. A favourable environment for growth 33
5.1. Trends and opportunities 34 5.2. Regulatory framework 37
6. Corporate Governance 42
6.1. Group governing bodies 43 6.2. Independence of Saeta Yield 49
6.3. Commitment to ethical principles and responsible management 50
7. Risk management 54
8. Appendix. Main Management Indicators 57 9. Appendix. Environmental performance in 2015 59 10. Appendix. 2015 Talent management indicators 61 11. Appendix. Occupational health and safety in 2015 63 12. Appendix. Financial summary 65
12.1. Consolidated balance sheet 66 12.2. Consolidated results account 66 12.3. Consolidated cash flow statements 67
INTEGRATED REPORT
2015
Saeta Yield’s target is to maximize total return to shareholders
Robust portfolio of renewable assets
that generate stable cash flows Financial strength and liquidity to grow
789 MW in Spain* Profitable Right of First Offer Agreement (RoFO)
Solid Corporate Governance
Additional growth via third parties acquisitions in Europe and certain Latam countries
Dividend Yield Dividend Per Share Growth
Wind
539 mw
16 wind farms
298
Revenues
208
ebitda
68
spain 50 MW
call option
portugal 124 MW
uruguay 49 MW 129 MW peru
400 Km mexico 102 MW
cafd
5 CSP plants
CSP Solar
Thermal Next RoFO Assets
250 mw
Operating Assets
1 2
* After Extresol 2 & 3 acquisition
Long-life assets:
19 years remaining life
Fully operational, good performance Regulated remuneration
Euro denominated All transactions
Accretive acquisitions: increasing DPS growth and attractive equity IRR Assets providing safe and secure cash flows: in operation, long term revenues, investment grade off-takers, safe jurisdictions and strong currencies
DIVIDEND PAY OUT ON RECURRENT CAFD:
61.4 €M OF DIVIDENDS PER YEAR
Development of new assets
€ mn - Recurrent
Market Revenues 27%
Regulated revenues 73% cafd csp 64%
cafd wind 36%
EUR USD
CAFD: Cash available for distribution to shareholders, calculated as the average of the coming years, excluding non recurring items.
José Luis Martínez Dalmau, President and CEO of Saeta Yield, answers questions on some of the main matters of interest to the Group.
What is Saeta Yield and how does it create value for its shareholders?
Saeta Yield is a company that operates energy infrastructure assets, mainly related to renewable electricity generation. Its vocation is to provide value to its shareholders by investing in assets that generate highly stable and predictable cash flows, supported by income that is regulated or contracted in the long term. Saeta Yield offers a full return to shareholders in the form of high and growing dividends.
Saeta Yield is the first energy asset Yieldco listed in euros. So far, it operates solar thermal and wind power assets in Spain. Its aim is to maintain solid and sustained growth in dividends through the acquisition of new assets.
The Group enjoys a privileged relationship with ACS Group and Global Infrastructure Partners (GIP), who act as sponsors with shareholdings in Saeta Yield and who offer new energy assets developed mainly by its subsidiary Bow Power.
How is Saeta Yield different from other Yieldco?
In addition to the fact that it is the only European Yieldco to be listed in Euros, Saeta Yield has a solid governance structure with an independent management team and extensive experience in the sector; its Board of Directors has an independent majority and the company has decision making protocols to avoid conflicts of interest in this process.
Furthermore, at Saeta Yield the sponsor has neither rights nor remuneration different to those of the rest of the Group’s shareholders.
The sustainability of Saeta Yield’s business model is also given a boost by a solid financial structure and high levels of liquidity, which will allow it to achieve its growth targets. Financial discipline is key when it comes to acquiring assets, and certain investment criteria are always applied, aimed at maximising the rate of return, minimising risks and ensuring that acquired assets generate stable cash flows.
How would you appraise the results of 2015 and the first months of 2016?
2015’s results were very satisfactory, particularly taking into account the fact that they were the first
that we presented as an independent listed company. I would like to place great emphasis on the fact that the entire process of floating on the stock exchange and creating our current solid organisational structure has represented a significant milestone. Saeta Yield is the first energy Yieldco in Europe, and this has posed major challenges in strategic terms, as it is a common and well- known model in America, but most of our shareholders are European.
In operational terms, I would like to highlight the fact that our results in 2015 are very satisfactory, both in terms of gross operating profit and cash flow for shareholders, and have exceeded the expectations of the market and the Group. This has been a major endorsement of our ability to meet our investors’ needs in this sector. 2016 has begun with an electricity market price below the regulatory expected price, which will impact our market revenues. This is a transitory situation as the regulation compensates the long term exposure to price volatility.
In addition, I would like to place emphasis on other three milestones that have been achieved. Firstly, we have successfully completed funding of Serrezuela Solar, one of our Solar Thermal plants, which was unlevered;
this funding operation contributes 185 million euros of liquidity to the Group’s growth.
1. Interview with
the President and CEO
This is the first year that we are presenting Saeta Yield’s Integrated
Report. With this document we seek to provide details about the
Group’s characteristics, a long-term view of our strategy and how
we create value for our stakeholders, a key aspect for the Group’s
long-term sustainability and its capacity for future growth.
Specifically, with part of these funds, right at the start of the 2016 financial year we have acquired two more solar thermal assets, Extresol 2 and Extresol 3, each with 49.9 MW, forming part of the agreement with Bow Power for our asset acquisition strategy.
I would like to emphasise that this operation has been carried out in accordance with Saeta Yield’s investment criteria, prioritising the creation of value in terms of shareholder return, and cash generation capacity.
Similarly, it has also been carried out in line with the rigorous investment process set out by our Corporate Governance, which seeks to respect the interests of all our shareholders, particularly when it comes to these decisive strategic operations.
Thirdly, I would like to highlight the fact that, thanks to this first successful acquisition, the Board of Directors has approved a dividend increase of 7.7% per share, representing the confirmation of our commitment to our shareholders to continue to increase the dividends paid per share, as we acquire new assets, placing Saeta Yield among the companies with the highest dividend profitability on the Spanish stock market.
What are Saeta Yield’s medium and long term objectives?
The Group’s strategic lines for the coming years include achieving high total profitability for our shareholders.
To do this, we first propose to efficiently operate all assets to extract maximum profitability from them. Saeta Yield holds a very solid portfolio of renewable energy generation assets, with very high efficiency thanks to
operating processes including the best professionals, extensive and long-term operating and maintenance agreements, exhaustive health and safety protocols, as well as a full commitment to environmental
friendliness. The sustainability, visibility and recurrence of cash flows is decisive for our business success.
In addition, we must grow in a sustained and controlled manner through the acquisition of new energy assets, both from our Sponsors, Bow Power, ACS and GIP, as well as from third parties. For this purpose, we must continue to make progress in the acquisition of new assets for which we have right of first offer agreements, while Bow Power continues to develop new opportunities for the future. Similarly and in parallel, we must carry out exhaustive market intelligence to allow us to decide to acquire third party assets, mainly in Europe and Latin American countries with stable regulatory frameworks and revenue in strong currencies.
During all of these investment processes, we must apply investment criteria that prioritise safety, the creation of value and the cash generation capacity of the acquired assets. Growth is important, but we cannot realise it without appropriate discipline. The first of these aforementioned acquisitions that we have made, is an example that illustrates our efforts to ensure that our growth is profitable and creates long term value.
In order to continue with this investment plan, we’ve set ourselves the strategic target of maintaining a solid financial position, which guarantees sustainable cash flows of the current portfolio.
To secure this solidity and stability of the Group, it is our proposal to continue defining and developing organisational mechanisms that allow us to bring stability to the Group, reduce risks and further cement our Corporate Governance. A milestone that I would like to highlight from 2015 is the achievement of all of our targets in terms of internal policies and procedures, from among which I would emphasise our Risk Management Policy, an aspect that I consider key in a company like Saeta Yield, that seeks to be an attractive long term investment.
Last, but by no means least, we have set the strategic target of developing an organisational structure that prioritises talent and teamwork, drawing from the best professionals across all areas of the Group. An independent, expert, autonomous and effective team with excellent knowledge of how to manage our assets. With key values such as integrity and business ethics, and that allows us to become an international benchmark while carrying out our activity, contributing to social welfare and sustainable development.
1. Interview with
the President and CEO
Without a doubt, this first
year has been both a challenge
and an enormously satisfying
experience, from both a personal
and professional perspective.
How does Saeta Yield generate value for the rest of the society?
Saeta Yield is a company that includes
sustainability among its values. This is something that is absolutely key for us, as by definition the activity that we carry out is a sustainable alternative to the traditional energy generation model, and we do this with respect for our environmental and social surroundings.
Our positive environmental impact is decisive.
During 2015, thanks to the renewable component of our electricity generation, we actively avoided the emission of 940,899 tonnes of CO2 in net terms, assuming an emissions factor of 0.688 tonnes per MWh produced. This figure places us among the electricity companies with the lowest emissions intensity in Europe. Our commitment involves making a decisive contribution to the process to transform the energy model, both in Spain as well as in other countries where we will carry out our activity in the future.
We know that the best way to achieve our strategic objectives is through sustainable policies that seek to reduce environmental, social and reputational risk, and to reinforce our positive impact. These benefits are a fact in the districts where we have a presence. Thanks to our contributing by paying taxes, wages, local contributions and the previously mentioned positive environmental impact, I believe that we are on the right path to continue being a positive player to the benefit of our society.
In short, what are your thoughts on Saeta Yield’s first year of operations?
Without a doubt, this first year has been both a challenge and an enormously satisfying experience, from both a personal and professional perspective.
We have achieved our main operational, financial and strategic objectives. Over these months we have created from nothing an efficient and solid structure and a talented and committed team; we have defined our own corporate culture aimed at excellence, value creation, reliability and a clear commitment to the Group’s values.
I consider what we have built up at Saeta Yield during these first few months of operation to be a success, and I am sure that, with the foundations that we have constructed over recent months, we will continue our strategic plan’s development, achieve our main targets and expand our activities, always with a commitment to profitability and sustainability in the development of our corporate project.
1. Interview with
the President and CEO
Similarly, it includes the recommendations set out in European Union Directive 2014/95/EU on non-financial reporting. As part of its commitment to transparency and leadership, Saeta Yield is one of the pioneering companies in the application of these recommendations.
The purpose of the report is to provide readers with a cross-sectional view of the Group, and to simply and transparently show how Saeta Yield generates value in the short, medium and long term through a strategy capable of successfully responding to all challenges and opportunities that are faced.
The information contained in the report applies to all of the activity of Saeta Yield S.A. and, unless stated otherwise, the quantitative data correspond to the Group’s performance at the end of 2015.
Forecasts are the result of an analysis of the current context and its expected evolution. These forecasts are subject to risk and uncertainty, so the Group does not undertake to achieve these objectives.
For the purpose of providing useful information to stakeholders, this report places most emphasis on the following matters that are of most relevance to the Group:
• Evolution of dividends and generation of value
• New acquisitions and growth expectations.
Investment criteria.
• Regulatory environment.
• RoFO agreement and relationship with the sponsor.
• Independence and corporate governance.
• Liquidity and funding sources.
• Debt level.
• Quality and characteristics of assets.
• Talent management.
• Environmental commitment.
• Occupational health and safety.
In line with the principle of information connectivity, the contents of this report may be supplemented with information from other corporate documents, such as the 2015 Results Report, the 2015 Annual Corporate Governance Report, the 2015 Annual Accounts and the Group’s Equity Story.
2. About this report
This report, aimed at investors, shareholders and other Group stakeholders, has been drawn up in accordance with directives contained in the framework of the International Integrated Reporting Council (IIRC 1 ).
INFORME DE RESULTADOS 2015 (ENERO - DICIEMBRE)
25 de febrero de 2016
2015 Results Report Equity Story 2015 Annual Corporate
Governance Report 2015 Annual Accounts
1 For more information, visit the website of the International Integrated Reporting Council http://integratedreporting.org/
Saeta Yield Execution & Growth Spring 2016
3 The Group
3.1. Description of the organisation 3.1.1. Mission, vision and values 3.1.2. Group Activity
3.2. Our assets 3.2.1. Wind assets
3.2.2. Solar thermal assets 3.3. Our stakeholders
3.4. Business model 3.5. Saeta in 2015
3.5.1. Operating Results
3.5.2. Evolution of the debt and liquidity
3.5.3. Acquisition of Extresol 2 and Extresol 3
3.5.4. Stocks and dividend growth
3.1. Description of the organisation
Saeta Yield S.A. is a company that operates energy assets, currently 100% renewable generation assets. Its vocation is to provide value to its shareholders by investing in assets that generate highly stable and predictable cash flows, supported by income that is regulated or contracted in the long term, offering a total return to shareholders, combining profitability through high dividends and a growth in dividends per share.
Saeta Yield is the first energy asset Yieldco listed in euros.
So far, it has been operating solar thermal and wind power assets, and its aim is to maintain solid growth in dividends through the acquisition of new assets.
Saeta Yield has two main partners: the construction and services group ACS, and the Global Infrastructure Partners infrastructure fund. As well as being the Company’s main shareholders, they have formed a company for the development of new energy infrastructure, known as Bow Power.
Saeta Yield maintains a Right of First Offer2 (RoFO) agreement with both Bow Power and ACS Industrial for developed assets, as well as a Call Option3 for the Manchasol 1 generation facility owned by Bow Power.
This growth is driven by global trends that shape the current and future energy market, which lead to policies and regulatory frameworks giving an incentive for new energy infrastructure (mainly renewables) and, consequently, the appearance of new opportunities for our Group.
3. The Group
2 Through the Right Of First Offer Agreement, Saeta receives a right to make a first offer to, if successful, acquire certain assets established in the contract prior to 31 December 2017, as well as any first offer on any energy assets developed by Bow Power and or ACS Industrial and to be sold,, during an initial period of five years that may be extended if certain milestones are reached. This right does not mean a firm purchase commitment by Saeta Yield, but a right to receive the first offer on any energy assets to be sold by those companies. If there is no agreement on the conditions, ACS Industrial / Bow Power may not sell the asset to third parties at a lower price than that offered to Saeta Yield.
3 The call option is held over three solar thermal generation assets in commercial operation, of which Saeta Yield has already acquired 2 during the first quarter of 2016.
Saeta Yield offering a total return to shareholders,
combining profitability through high dividends and a growth in dividends per share.
Robust portfolio of operating assets with
stable cash flows & Financial strength and liquidity to face
controlled growth
Attractive Dividend Yield
based on stable CAFD
DPS Growth
based on having unique investment capabilities
1 ST 2 ND
Saeta, a successful Yieldco
Yieldcos are companies that aim to pay periodic and increasing dividends. They tend to be created by a parent company (known as a sponsor) which, as well as creating a primary vehicle with assets capable of generating stable and predictable cash flows, provides preferential access to new assets to be developed in the future. It is an innovative and continuously growing model that can be attractive for investors seeking low risk returns and growth forecasts for dividends per share.
Saeta Yield has a series of unique aspects, making it one of the best investment options in its sector.
The Group analyses market evolution
continuously. It also constantly communicates with shareholders, analysts and investors with the aim of reacting to their concerns.
This allows to maintain a flexible position and to respond as well as possible to any uncertainties that may arise.
Saeta Yield has a solid governance structure with an independent management team and experience in the sector, and has no occupational relationships with its main shareholders; its Board of Directors has an independent majority and the company has protocols in place to avoid conflicts of interest and to promote decision making independence and autonomy from the sponsor. Saeta Yield also has all necessary resources and is not financially dependent on its shareholders.
The sustainability of Saeta Yield’s business model is also given a boost by a solid financial structure, which allows it to achieve its growth targets.
Financial discipline is key when it comes to appraising and acquiring new assets, and certain investment criteria are always applied, aimed at maximising the rate of return while minimising risks and ensuring that stable cash flows are generated.
3. The Group
3.1.1. Mission, vision and values
3. The Group
Mission
values
visiOn
To acquire and manage energy infrastructure, creating recurring value.
We want to be an international benchmark while carrying out our activity, contributing to social welfare and sustainable development.
EXCELLENCE
while carrying out our activity
ETHICAL
conduct of our employees and partners
RELIABILITY
in achieving the Group’s objectives Promotion of
TALENT TEAMWORK
andSUSTAINABILITY
to promote the improvement of the company
3.1.2. Group Activity
Saeta Yield acquires and operates energy
infrastructure assets. The Group currently possesses 21 renewable generation projects, with a total of 789 MW4, distributed among wind and solar thermal assets. All of the Group’s assets are in Spain, under the remuneration model defined by Spanish regulations.
The asset operation activity is supplemented by the search for new acquisition opportunities, thereby favouring sustained growth of dividends.
Saeta Yield has two fundamental partners: ACS Group and Global Infrastructure Partners (GIP).
Together, to develop projects to be offered to Saeta Yield, have formed Bow Power, a joint venture dedicated to the development of greenfield projects, with whom Saeta Yield maintains a Right of First Offer (RoFO) agreement and a Call Option on the Manchasol 1 solar thermal plant.
Under this agreement, Saeta Yield has a preferential acquisition position over all existing and future energy assets, without geographical limitations, that ACS Servicios Industriales, either individually or jointly with GIP through Bow Power may develop and intend to sell.
This creates a virtuous circle between Saeta Yield and Bow Power for the development, construction and operation of energy assets. The agreement allows risk and the cost of capital to be effectively assigned between the different activities on the value chain. Therefore, Bow Power focuses on its core business, namely the development and construction of assets, guaranteeing faster turnover and improving their profitability and competitiveness. Similarly, Saeta Yield has preferential access to new high quality operational assets, which generate stable cash flows, without having to assume construction and development risks, at a competitive cost of capital.
Furthermore, Saeta Yield outsources the operation and maintenance of its assets to third parties through long-term full-service contracts. The Group’s assets are currently operated by Cobra Group, subsidiary of the ACS Group, with excellent performance and competitive operating costs. The contracted coverage includes the replacement and maintenance investments associated with the plants, reducing the risk of cost overruns associated with operations.
Not only does Saeta Yield benefit from agreements signed with ACS and GIP, but also enjoys their support as main shareholders of the Group.
3. The Group
4 In 2015, its installed power was 689 MW. Two solar thermal assets were acquired on
22 March 2016, adding 100MW to achieve the current 789 MW.
Bow Power is a company created by the ACS Group and GIP for the development of renewable assets, with the aim of offering them to Saeta Yield once they are in operation and generating stable cash flows.
The ACS Group is the largest international construction company. Among its many activities is the development and construction of energy assets.
ACS Group contributes energy asset development experience to Bow Power and Saeta Yield (over 10 GW of generation facilities and 10,200 km of transmission lines constructed), with a presence on all continents and a strong financial position.
Global Infrastructure Partners (GIP) is a leading global fund management company, dedicated to infrastructure investment.
GIP contributes its industry experience to Bow Power and Saeta Yield, with management practices aimed at obtaining high levels of risk adjusted profitability, by redoubling its financial strength.
Cobra Group is the main company in ACS Group’s industrial division. With extensive experience along the entire value chain, it is dedicated to the promotion, development and construction, as well as the operation and maintenance of energy assets.
• >30,000 employees.
• Present in 45 countries.
• €6.501 billion of revenue in 2015.
3. The Group
Exploitation
EPC Operating
assets management
Development
Long Term Win-Win Relationship
Strong corporate governance Value creation thanks to proper risk allocation
Accretive growth visibility for Saeta Yield ACS reinforces its strategy on the concessional business while focusing on its traditional EPC business
Quicker rotation of new Bow Power assets Saeta Yield guarantees access to growth opportunities in preferential conditions
Development
Cost of capital Sponsor Value
Creation Saeta Yield Value Creation Asset
transactions Yieldco Cost of capital
Virtuous
circle… ...with benefits
for all parties
… and ample room
for value creation
3.2. Our assets
Saeta Yield has a portfolio of generation assets with an installed capacity of 789 MW, all in Spain, distributed across 16 wind farms with a total of 539 MW and five solar thermal plants, accounting for 250 MW. These are operational plants, with the best technology and that generate stable cash flows under Spanish regulations that support renewable energies. All Group assets are at the optimal moment of their useful lives.
Assets have the majority of their operational lives ahead of them, while having enough track record to demonstrate high performance.
As of 2015, the 16 wind farms were 5 years old on average, meaning that they have a remaining useful life of at least 20 years. During 15 out of the 20 years, the plants will operate with a regulated remuneration scheme, and it expected that they will operate for at least an additional 5 years only with market revenue.
Energy generated by wind assets in 2015 totalled 946 GWh, with an average availability of 98.3%.
Solar thermal plants were 4 years old on average, with a remaining useful life of 21 additional years, all under a regulated revenue scheme. These solar thermal plants produced 421 GWh, with an average yield ratio6 of 113%.
During their useful regulatory life, all of Saeta Yield’s assets will earn a fixed return on investment linked to installed power. In addition, solar thermal power plants are remunerated for their operation: the remuneration they receive depends on the energy they produce. These two regulated remuneration components are added to each facility’s earnings for selling energy at market prices.
3. The Group
5 This does not include the Extresol 2 and Extresol 3 assets acquired at the beginning of 2016.
6 The performance ratio (PRC) values the plant’s operation based on meteorological conditions entered into the simulation model provided by the construction company after launching.
7 Graph data have been calculated according to estimated emission factors based on the 2015 Report on the Spanish Electricity System, published by Red Eléctrica Española (System production 254,473 GWh, total emissions 73,300.00 tCO2). The intensity of Saeta Yield’s emissions has been calculated by considering the only emissions as being those produced by burning natural gas in its solar thermal assets.
Environmental performance
Through its operations, Saeta Yield contributes to protecting the environment and to the fight against climate change. The renewable nature of its assets brings about a series of positive impacts on the environment, including a reduction in greenhouse gas emissions.
Wind generation is emissions free, whereas a small quantity of emissions is associated with solar thermal generation, as it is necessary to burn natural gas to prevent the thermal fluid from solidifying when solar radiation levels are low. In net terms, in 2015 Saeta Yield avoided the emission of 940,899 tonnes of CO2, (949,279 gross tonnes), thanks to its low emissions factor, which stood at 6.13 kgCO2/MWh, a figure that places it among the electricity companies with lowest emissions intensities in Spain7 and Europe.
AVOIDED EMISSIONS/GENERATION RATIO
(KgCO2/MWh)
emissions intensity
(KgCO2/MWh)
Saeta Yield
Saeta Yield Spanish Electricity System
Spanish Electricity System
Non-nuclear termal production
0 100 200 300 400 500 600 700 800
0 100 200 300 400 500 600 700 800
694.42
6.13
406.38
288.05
694.42
Saeta Yield in Spain has
assets generating 789 MW
of installed capacity, distributed
in 16 wind farms and five solar
thermal plants.
3. The Group
Added value in the environment
Saeta Yield promotes the economic and social development of the places where it operates, so it assesses the impacts of its activity on its surroundings. The Group’s assets are located in secure environments where there is no risk of human rights violations, so their protection is guaranteed.
By signing agreements with governments, Saeta Yield contributes to creating direct and indirect jobs in the local areas around its assets.
Approximately 50% of workers at generation facilities are locals. Similarly, it prioritises the hiring of local suppliers, whenever they have the necessary capabilities to perform the job.
Because of this, thanks to the distribution of value generated through taxes, salaries and local contributions, Saeta Yield has become a positive and beneficial player in the generally rural surroundings where it operates, and where it is difficult to generate sustainable economic activity.
Saeta Yield Assets
SALAMANCA TESOSANTO
BADAJOZ CASABLANCA EXTRESOL 1 EXTRESOL 2 EXTRESOL 3
wind solar thermal
zamora sierra de
las carbas
burgos la caldera
albacete santa ana valencia
viudo I viudo II santa catalina-
cerro negro
granada valcaire
almería colmenar 2 la noguera seron 1 seron 2 tijola cádiz
las vegas los isletes huelva
monte gordo ciudad real
manchasol 2
3.2.1. Wind assets
3.2.2. Solar thermal assets
3. The Group
COMPANY ASSET CAPACITY
(MW) REGULATORY
USEFUL LIFE AVAILABILITY
(%h) 2015 AVAILABILITY
(%Energy) 2015 PRODUCTION
IN 2015 (GW
h) EQUIVALENT HOURS 2015
Al Andalus Serón 1 50 2029 97.0% 97.02% 79.5 1,591
Serón 2 10 2029 98.8% 98.99% 16.2 1,622
Tíjola 36.8 2029 98.9% 99.06% 57.3 1,557
Colmenar 2 30 2028 97.4% 98.22% 36.3 1,209
La Noguera 29.9 2030 98.1% 97.58% 42.6 1,425
Las Vegas 23 2029 97.1% 97.29% 42.4 1,843
Los Isletes 25.3 2030 99.0% 99.02% 45.0 1,777
Abuela Santa Ana 49.5 2029/2030 98.6% 99.11% 95.7 1,934
Santa Catalina Santa Catalina- Cerro Negro 41.5 2033 99.7% 99.35% 80.2 1.671
Viudo I 40 2033 99.6% 99.55% 34.8 2,176
Viudo II 26 2033 97.7% 97.16% 63.9 1,540
Boga II La Caldera 22.5 2030 99.3% 99.6% 46.3 2,056
Sierra de las Carbas 40 2030 99.4% 99.4% 91.3 2,282
Tesosanto 50 2032/2033 99.3% ND 114.5 2,289
Monte Gordo Monte Gordo 48 2031 99.7% 99.4% 80.2 1.671
Valcaire Valcaire 16 2033 99.6% 99.5% 34.8 2,176
COMPANY ASSET CAPACITY
(MW) REGULATORY
USEFUL LIFE PRODUCTION
2015 (GW
h) YIELD RATIO
2015 EQUIVALENT
HOURS 2015
Extresol Extresol 1 50 2034 135 106.2% 2,706
Extresol 2
849.9 2035 133 105.3% 2,668
Extresol 3
949.9 2037 139 113.1% 2,781
Manchasol Manchasol 2 49.9 2037 136.2 105.6% 2,729
Casablanca Casablanca 49.9 2039 149.8 128.1% 3,001
8 Acquired on 22 March, 2016. Its 2015 data are provided for information purposes and do not form part of the Group’s total..
9 Idem.
3.3. Our
stakeholders
Saeta Yield interacts directly with its stakeholders and interest groups, and its relationship with them is based on proactiveness and anticipation. It has a range of different communication, participation and dialogue channels available for this purpose, allowing the company to gather information about their expectations, and to incorporate it into the Group’s action plans and decision making processes.
In this sense, identifying stakeholders involved in the activities of the Group is an essential pre- requisite for the design of adequate action plans and the generation of shared benefits.
3. The Group
Public organisations Local government National government International organisations Electricity system regulator
Financial Community
Shareholders and investors Debt providers
Analysts and agencies
Credit entities Human Resources
Employees and family members
Business Community Suppliers Partners Contractors Subcontractors Civil society
Third Sector Sector associations Local community
Media Electricity consumers
Global level: Stakeholders in the company’s area of influence.
Local level: Stakeholders in the area of influence of assets.
The contents of this report aim to meet the information needs of Saeta Yield’s stakeholders. The following table shows the relationships between areas of information, stakeholders to whom the information is most relevant, and the section of this report where this information can be found.
Regarding channels of communication with stakeholders, the Policy for communication and contact with shareholders, institutional investors and proxy advisors sets out the principles for guaranteeing transparent, clear, accurate, continuous and immediate communication.
3. The Group
SUBJECT SECTION STAKEHOLDER
Evolution of dividends and generation of value 3.5.4 and 4.2 New acquisitions and growth expectations 4.2
Regulatory environment 5.2
ROFO agreement and relationship with the sponsor 3.1 and 4.2
Independence and corporate governance 6
Liquidity and funding sources 3.5.2, 4.3 and 5.1.3
Debt level 3.5.2
ASSET QUALITY AND CHARACTERICTICS 3.2
Talent management 4.4, 8 and 10
Environmental commitment 3.2, 4.1 and 9
Occupational health and safety 4.1, 8 and 11
The main channels of communication with shareholders and the market in general are Saeta Yield’s corporate website10 and the website of the Spanish National Securities Market Commission (CNMV)11 through the publication of relevant information. Additionally, the Company has other specific communication channels12, such as the shareholders’ forum and the ethics channel, as well as the shareholder services office.
Other stakeholders that have a relationship with the Group are its own employees, its service providers and subcontractors. Saeta Yield also maintains an ongoing relationship with government bodies, both during the course of its local, regional and state activity, as well as in the sector’s general discussion forums. It is also in close contact with Spanish regulators, particularly the Spanish National Markets and Competition Commission, with the Electricity System Operator (REE) and the Market Operator (OMIE), which acts as buyer of the energy that is produced, and with society in general, which benefits from the company’s business activity.
Institutional Relations activities are carried out by the Group’s CEO, who always abides by ethical principles of social responsibility and who aims to constantly improve the Group’s competitiveness and value for all of its shareholders.
The Group integrates social responsibility in all parts of the organisation and day-to-day practices, by sharing knowledge, information and experience. It also does this by running partnership projects, promoting fair practices, building alliances with organisations, associations and other industry actors. Some of the main ones are:
• APPA (Renewable Energy Business Association) http://appa.es/
• AEE (Wind Power Business Association) http://www.aeeolica.org/en/
• Protermosolar (Spanish Association for the Solar Thermoelectric Industry) http://www.protermosolar.com/
3. The Group
10 http://www.saetayield.com/?lang=en
11 http://www.cnmv.es/portal/home.aspx?lang=en
12 For further information, visit the online version of the Policy on Saeta Yield’s web page http://www.saetayield.com/wp-content/uploads/2016/01/say- ce-soc-012-comunication-with-investors-policy2.pdf
3. The Group
3.4. Business model
Agreements with sponsor Call Option ROFO
Other developers
Stable and predictable cash flows
m&A
Capital ± undistributed
cash flows Capital
increases
Investors and shareholders
Other
Other
operators BANKS
USERS Assets in operation
Service provider
payments Distribution of
cash produced in companies
Total return DIVIDEND: LARGE PERCENTAGE OF CASH FLOWS. DPS INCREASE
Greenfield
high capital costs and high risk Brownfield - Saeta Yield’s area of activity
low cost of capital and less risk
Promotion Construction Commissioning Acquisition Operation & Management
Bow Power and Saeta Yield form a virtuous circle in which both obtain benefits:
Saeta Yield accesses mature, high quality assets without assuming development and construction risks.
Bow Power turns its assets over at the optimal moment, funding new projects with funds received from Saeta Yield.
Production is sold under long-term regulated or contracted prices (PPA), allowing stable cash flows to be estimated and maintained:
Regulated prices: incentives, price fixing, reasonable profitability.
Power Purchase Agreements (PPA): fixed prices, contracted in the long term with another party.
Operation and maintenance of Saeta Yield assets is subcontracted through a full long term contract that gives incentives for excellent operation and maintenance, with remuneration based on performance and production.
Funding
Regulated income / ppa €/$
Debt Payments Renewable energy produced Saeta Yield
Companies
3. The Group
Financial value € 156 M of EBITDA
€ 220.6 M of operating revenue
€ 128 M of cash available for distribution (CAFD) €35.2 M of dividends distributed
(€0.43 of dividend per share) Industrial value
1,367 GW
hproduced
Acquisition of Extresol 2 and Extresol 3 (March 2016)
Social value
Local direct and indirect jobs
€ 11,096 invested in occupational risk prevention 0 serious accidents
€ 4.0 M of tax paid (corporate, 7% electricity generation, local taxes)
Environmental value 940,899
tCO2 avoided, net Emission of 0.006
tCO
2/MW
hFinancial capital
€ 701.56 M of capitalisation € 722.9 M of net debt Industrial capital
789 MW of installed power (1) 454 MW available in ROFO assets(1) Human capital
38 excellent professionals Talent management Intellectual capital
Extensive knowledge of the business Innovation
Social capital
Stable stakeholder relations Natural capital
557,684 GJ of energy consumed 4,218,647 m
3of water used
SAETA YIELD’S
POSITION 2015 CREATION OF
VALUE IN 2015
* These figures take into account the acquisition of the Extresol 2 and Extresol 3 assets at the start of 2016.
3. The Group
3.5. Saeta in 2015 13
13 For further information, consult Saeta Yield Results Report http://www.saetayield.com/
wp-content/uploads/2016/02/SAETA-YIELD- RESULTS-REPORT-ENG-2015.pdf
*
Comparable net profit is calculated by eliminating any extraordinary or non-recurring impacts that may have occurred during the year from the attributable net profit. For further information, see the 2015 Results Report.Birth of Saeta Yield 2014 2016
We began to grow We consolidated our market position 2015
Installed power
689 mw
Acquisition of new assets
Growth of the income base
Diversification of cash sources
Increase in available cash flows
Dividend growth Lower risk ± Installed
power
689 mw 150 mw 539 mw
81.4 M€ 73.7 M€
Operating revenue
217 m€
Operating revenue
220.6 m€
Production
1,516 gw h
Production
1,367 gw h 421 gw h 946 gw h
118.9 M€ 100,8 M€
18% of market 42% of market
Yield: 113,3%
22%
31%
±1.7%
54%±2.1%
±42.3%
-28%
46%
52%
69%
48%
18% 42%
82% 58%
78%
Availability: 98.3%
0.43 €/share
82% regulated 58% regulated
Price achieved 51.9 €/MWh
Market revenue 29%
Regulated revenue 71%
Price achieved 44.8 €/MWh
ebitda
152.4 M€ 155.7 M€ ebitda
Net debt
1,003.4 M€ 722.9 M€ Net debt
Comparable net profit*
18.1 M€
Comparable net profit*
25.8 M€
128 M€
35.2 M€
74 M€
Total cash available for distribution (CAFD)
Dividends paid CAFD Operational
Assets
31 October 2014
Incorporation of the Saeta Yield, S.A. Holding Company, with 10 project companies and installed power of 689 MW.
20 January 2015:
Change in the Company’s Administrative Body, adopting the form of a Board of Directors Offer for the sale of 51% of share capital.
27 January 2015:
Increase of share capital by €200M by issuing 20,013,918 new shares, each with a nominal value of €1.
29 January 2015:
Signing of a Right of First Offer Agreement and Call Option with ACS.
16 February 2015
Admission for trading of Saeta Yield S.A.
assets on Spanish stock exchanges, at an initial listed price of €10.45 per share.
27 March 2015
Contract of a €80M revolving credit facility, for a three year period under a Club Deal scheme.
23 April 2015
Purchase by GIP of 24.01% of Saeta Yield’s share capital.
Sale by ACS to GIP of 49% of Bow Power.
25 June 2015
First General Shareholders’ Meeting.
22 December, 2015
Project funding contract with Serrezuela Solar II S.L., Saeta Yield subsidiary, worth a total of €185M.
29 May, 29 August, 27 November -2015, 3 March, 1 June -2016
Distribution of dividends against the issue premium - a total of 79 euro cents per share.
The 3 from 2015 and the first from 206 correspond to the year 2015 and total 61 euro cents per share, which in prorated terms, based on the number of days that Saeta Yield has been listed, meets the dividend distribution commitment adopted by the Group upon floating on the stock exchange (€57 M / 70 cents per share for a full year).
22 March 2016
Acquisition of the solar thermal plants included in the ROFO, Extresol 2 and Extresol 3 from Bow Power for €119 M.
Approval of a 7.7% dividend increase to €61.4 M per year.
2015 has been a particularly important year for Saeta Yield. In addition to its listing on the stock exchange and the creation of the organisational structure, during the year the company has achieved the following milestones:
• Operating results above market expectations.
• The funding of Serrezuela Solar, essential for consolidating the Group’s growth strategy.
• The payment of dividends as promised to the market.
• The acquisition of Extresol 2 and Extresol 3, the first two RoFO assets acquired from Bow Power, which have allowed an increase in dividend objectives and to confirm Saeta Yield’s growth strategy.
3.5.1. Operating Results
Electricity production of the portfolio as a whole reached 1,367 GWh, representing a 9.8% drop compared to the previous financial year, due to the fact that there was less wind in 2015 than in 2014. The assets have had exceptional operations during this financial year, achieving high levels of availability and efficiency.
In 2015, the Group obtained operating income of 220.6 million euros, with wind energy assets contributing 46% and solar thermal assets 54%.
This value represented a 2% increase from the operating result in 2014, mainly due to the effect of the increase in the price of electricity (which reached €50.3 per MWh compared to €42 MWh during the previous year), which has compensated for the drop in production.
EBITDA reached 156 million euros, 2% higher than the previous year. The Group’s diversified portfolio favours stable production and income, which is reflected in a solid EBITDA. This figure is 2 million euros higher than expected by the market, thanks to income growth and cost reduction.
Net profit in 2015 reached 16 million euros. Excluding the negative financial results due to the restructuring of derivatives carried out as part of the initial public offering operations in February of that year, the comparable net results would have totalled 26 million euros, which would have represented growth of 42%
compared to 2014.
Cash available for distribution (CAFD) amounted to 128 million euros, of which 54 correspond to extraordinary operations that took place due to the public offering14, and 74 million euros correspond to ordinary operations of the Group’s operating assets.
This figure is 2 million euros higher than that expected by the market, and 12 million euros higher than the recurring CAFD figure for 2015, which stood at 62 million euros.
Out of this CAFD total, Saeta Yield distributed a total of 35 million euros in dividends to its shareholders.
In annual terms, this amount meets the Group’s commitments acquired during the public offering process, which determined the distribution of 57 million euros of dividends per year. Taking into account that an additional 14 million euros, corresponding to 2015, were distributed in March 2016, the total figure amounts to 49 million euros, in proportion to the number of days that the Group has been publicly listed.
3. The Group
14 Specifically, the capital increase (+€200 M), liquidation and writing-off of inter-group accounts to December 2014 (net balance of +€51 M), the early amortisation of debt (-€141 M) and the restructuring of interest rate hedging derivatives associated with the debt (-€56M).
EBITDA reached 156 million euros, 2% higher than the previous year.
This figure is 2 million euros higher
than expected by the market.
3.5.2. Evolution of the debt and liquidity
In 2015, Saeta Yield’s net debt saw a reduction of 28% when compared with that seen in December 2014. This decrease is due to capitalisation operations that occurred at the same time as the public sale offer15. The ratio of net financial debt/EBITDA at the close of 2015 was 4.6x.
Gross debt stood at 907 billion euros in 2015, 18% lower than in 2014. All of Saeta Yield’s gross debt corresponds to bank loans through project finance schemes without resort to the parent company. The average life of the debt is
less than 13 years. 75% of outstanding debt is hedged from interest rate fluctuations through derivative contracts (Interest Rate Swaps). Lastly, the average cost of debt decreased from 4.9% at the end of 2014 to 4.0% at the end of 2015.
On 22 December, 2015, the Group signed a project finance contract for Serrezuela Solar, for a total of 185 million euros. This funding comprises two parts, the first of 135 million euros at a variable rate, with a syndicate of four financial entities, and a second part of 50 million euros at a fixed rate, with the European Investment Bank. Both parts of this funding mature on 30 December, 2031.
Short-term liquidity at the end of the financial year stood at 394 million euros considering the funding agreed for Serrezuela Solar II, other short-term deposits available in the first half of 2016, as well as the revolving credit line, both unavailable on the aforementioned date.
3. The Group
15 For more information, consult the leaflet on the sale offer and listings admission of Saeta Yield’s shares, approved by the CNMV on 30 January 2015.
16 Includes €43 M in the reserve account for servicing debt and bonds.
Leverage (€M) 2014 2015 Var.
Gross debt 1,103.8 906.6 -17.9%
Long term project funding 1,038.9 848.2 -18.4%
Short term project funding 64.9 58.3 -10.1%
Cash and cash equivalents 100.4 183.6 ±83%
Cash and cash equivalents 45.9 138.4 ±201.2%
Short-term financial assets
1654.4 45.2 -16.9%
Net debt 1,003.4 722.9 -28%
Net debt/EBITDA 6.6x 4.6x
Gross debt stood at 907 billion
euros in 2015, 18% lower than in
2014. Net debt saw a reduction
of 28% when compared with
that seen in December 2014.
Following the acquisition of Extresol 2 and Extresol 3 at the beginning of 2016, the Group’s net debt grew, following the disbursement of 119 million euros paid from the Group’s own funds and subordinate debt, and after consolidating 413 million euros of net debt associated with these assets. The liquidity available after this purchase stood at 276 million euros.
This financial strength and high liquidity will make it possible to fund new acquisitions of energy infrastructure assets during 2016 and 2017, in line with the Group’s growth objective.
3.5.3. Acquisition of Extresol 2 and Extresol 3
As the culmination of a process that lasted for most of the second half of 2015, the acquisition of the Extresol 2 and Extresol 3 solar thermal plants was completed on 22 March 2016, the first purchase made by Saeta Yield in its history.
These assets were included in the RoFO agreement with Bow Power, and were acquired for 118.7 million euros. The acquisition meets Saeta Yield’s investment criteria and will contribute, in ordinary recurring terms and before financial expenditure associated with the acquisition, 12.5 million euros of CAFD per year, representing a transaction cash yield of approximately 10.5%.
This acquisition will increase the Group’s recurring CAFD to 68.2 million euros, considering the higher financial expenses for the purchase of equity.
This acquisition has allowed the Board of Directors to approve an increase in dividends up to 61.4 million euros (7.7% higher than previous levels).
3. The Group
* Cash in DSRA and bonds: € 43 M
** Serrezuela funding was not made available in 2015.
Net funds after charges and DSRA funding.
105 m€
Cash at SPVs (w/o DSRA)*
36 m€
Cash at HoldCo
173 m€
Serrezuela financing**
80 m€
Revolving credit facility
Liquidity at
the close of the 2015 financial year
capacity 99.8 mW
production in 2015 272 gw/h revenues in 2015 78 m€
ebitda in 2015 53 m€
e1 e2
e3
The acquisition of the Extresol 2
and Extresol 3 solar thermal plants
was completed on 22 March 2016,
the first purchase made by Saeta
Yield in its history.
3.5.4. Stocks and dividend growth
Saeta Yield has been listed on Spanish Stock Exchanges since February 2015. Its shares were admitted to trading at an initial listed price of 10.45 euros per share, with an initial market capitalisation of 852.5 million euros.
3. The Group
17 Madrid Stock Exchange: http://www.bolsamadrid.es/ing/aspx/Portada/Portada.aspx
18 Share price at 16 February 2015 following admission to trading of Saeta Yield’s shares on the Spanish Stock Exchange.
2015
End of Year price (€/share) 8.60
Initial market flotation price (€/share) 10.45
18Minimum price 7.88
Maximum price 10.74
Number of shares 81,576,928
Market capitalisation at the end of the year (millions of euros) 701.56
Dividend paid in 2015 (€/share) 0.43
Evolution of Saeta Yield shares
1711.5
10.5
9.5
8.5
7.5
f-15 m-15 m-15 a-15 m-15 m-15 j-15 j-15 j-15 a-15 s-15 o-15 o-15 n-15 d-15 d-15 e-16 f-16 f-16 m-16 a-16 a-16
31/12/15
8.60 €
10.45 €
The Group offers its shareholders an attractive dividend yield. Saeta Yield’s current dividend policy states that most of the recurring cash available for distribution (CAFD) must be distributed to shareholders19. The company makes four distributions per year, approximately 60 days after the end of each quarter. Similarly, dividends are distributed with a charge to the issue premium, which represents major tax advantages as no tax is retained by the Tax Office in Spain on each payment.
As previously mentioned, the Company paid 35.2 million euros of dividends in 2015, equivalent to 0.43 euros per share20. This figure, along with the 14.3 million euros corresponding to the last payment of 2015, distributed in March 2016, meets the dividends objective for 2015.
Following the purchase of the Extresol 2 and Extresol 3 assets on 22 March 2016, the Saeta Yield Board of Directors approved a 7.7% dividend increase, to 61.4 million euros per year.
3. The Group
19 The Saetas Yield’s dividend policy can be modified by theBorad of Directors.
20 Calculated based on shares issued on 25 February 2016: 81,576,928
Attractive DPS growth
€ 0.699
per share*
€ 57 m
€ 0.752
per share*
€ 61.4 m
2015
208
1Q 2016
±7.7%
Initial Portfolio RoFO Dropdown
* The dividend was paid proportionally to the number of days of listing in 2015. In 2016, growth in the proportional dividend since the acquisition date of Extresol 2 and Extresol 3, on 22 March 2016.
Dividend policy
Regular quarterly dividend
Payout on recurrent CAFD
Tax efficient dividend,
share premium reserve
4.1. Excellent, secure and sustainable operation 4.2. Sustained and controlled growth
4.3. Financial strength and high liquidity 4.4. Organisational structure with talent
4 Strategy
Saeta Yield’s main purpose is to maximise shareholders’ total return by paying an attractive dividend based on the operational assets in its portfolio, and the sustained increase in dividends per share due to new asset acquisitions.
To achieve this objective, the Group’s strategy is based on the following pillars:
4.1. Excellent, secure and sustainable operation
The excellent management of portfolio assets is key for the generation of sustainable, predictable and stable cash flows. For this purpose, the Group encourages the best operational processes in its generation plants and employs a team of professionals with an average of over 10 years of experience in the management of these types of assets.
A good part of the success of our plants is due to the long-term operation and maintenance contracts, which include maintenance and replacement investment needs in order to eliminate the variability in plant results and to ensure that cash generation targets are met.
These contracts, which have been signed with
parties that are well known in the market, such as Cobra Group, guarantee efficiency and quality.
Saeta supervises these operation and maintenance contracts through its on-site teams, which include management and control teams, as well as through its occupational risk prevention teams.
The Group does not only operate assets. It is also involved in the sale of energy at all levels.
Among many activities, it actively supervises, through a range of different market agents, participation in the daily energy markets. It has also recently prepared tests for participating in System Adjustment Services markets.
Saeta Yield guarantees the safety of its workers and employees, and acts under the strictest
standards, always seeking continuous improvement.
Health and safety commitments are set out in the Occupational Risk Prevention Policy. This culture of prevention and responsibility is promoted in the Group at all levels, and is driven by senior management21. When the norm is approved, the Group plans to start the ISO45001 standard certification process. Saeta Yield’s commitment to safety is reflected in its operating results: no accidents resulting in sick leave occurred in the year 2015.
Similarly, the Group is committed to innovation and development. By organizing working groups,
it attempts to identify possible improvements to the facilities that could lead to greater efficiency in the production and consumption of resources.
Through its operations, Saeta Yield contributes to the transition to a new sustainable energy model that aims to protect the environment and to fight against climate change. The renewable nature of its assets brings about a series of positive impacts on the environment, including greenhouse gas emissions avoided by producing electricity without using fossil fuels. The Group also has procedures in place that go beyond what is required by legislation and that aim to minimise negative effects on the environment and maximise the positive ones, thereby guaranteeing the efficient use of resources and the adequate management of any waste that is produced.
4. Strategy
21 For more information about Saeta Yield’s occupational health and safety
performance, consult the Appendix of this report.
2015 was the year when Saeta Yield consolidated its position in
the market. The Group has achieved all of the milestones it set
out for itself in its strategic plan for the year, and it is facing
2016 with optimism and with the aim to continue growing.
4.2. Sustained and controlled growth
The acquisition of new assets, especially renewable ones, is one of the key elements in Saeta Yield’s strategy. The close relationship with major partners and shareholders, Bow Power, ACS Group and GIP, plays a fundamental role in achieving this objective.
The Right Of First Offer (RoFO)22 and the Call Option for the Manchasol 1 solar thermal plant give Saeta Yield a preferential right to making an offer for and buying the energy assets developed by Bow Power or ACS Servicios Industriales.
A series of RoFO assets that meet Saeta Yield’s investment criteria have currently been identified, and it is very likely that they will be acquired by the Company, subject to an agreement of the price and conditions with Bow Power.
These RoFO assets are located in the Iberian Peninsula (Spain and Portugal) and in Latin America (Mexico, Peru and Uruguay)23. These are assets in countries with stable regulatory frameworks offering remuneration in strong currencies (US Dollars and euros), thereby meeting the Group’s investment criteria.
22 For further information, consult the stock exchange flotation brochure available at
http://www.cnmv.es/portal/home.aspx?lang=en
23 ACS currently has a 51% share in two wind power generation facilities in Peru, with a
total of 129 MW, a 75% share in Lestenergía, totalling 124 MW, and a 100% share in a solar thermal plant in Spain, a wind power generation facility is Mexico and a wind farm in Uruguay, as well as transmission line assets in Peru. Similarly, Lestenergia is developing a repowering process to increase its capacity by 20MW.
Right of First
Offer Agreement Initial ROFO
Assets
Initial ROFO Assets (454MW &
400km) Wind
Solar Thermal
Transmission
New ROFO Assets
Key Terms
• Bow Power will offer the Initial ROFO Assets as soon as they meet Saeta’s investment criteria and no later than December 2017.
• Call option on the Spanish solar thermal plant of Manchasol 1.
• Right of First Offer on the energy related infrastructure assets to be developed by Bow Power and ACS Servicios Industriales worldwide.
• Initial agreement term of 5 years, extendable automatically in 3-years periods if Saeta executes at least one acquisition in precedent 2 years.
• If ACS does not accept the Saeta’s offer, ACS will only be allowed to sell the asset to third parties during the following 18 months in more favorable terms.
