Upload
gloria-owens
View
22
Download
3
Tags:
Embed Size (px)
DESCRIPTION
2008 Reform Completion: Unlocking shareholder value. RAO UES Anatoly Chubais, CEO UBS Annual Conference November 1 5 , 2007. Disclaimer. - PowerPoint PPT Presentation
Citation preview
1
RAO UES
Anatoly Chubais, CEO
UBS Annual ConferenceNovember 15, 2007
2008 Reform Completion:Unlocking shareholder value
2
Disclaimer
This document is confidential and has been prepared by RAO UES (the “Company”) solely for use at the conference and may not be reproduced, retransmitted or further distributed to any other person or published, in whole or in part, for any other purpose. THIS DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO THE
UNITED STATES OR TO A RESIDENT, NATIONAL OR CITITZEN OF THE UNITED STATES.This document does not constitute or form part of any advertisement of securities, any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction, nor shall it or any part of it nor the fact of its presentation, communication or distribution form the basis of, or be relied on
in connection with, any contract or investment decision.
These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities act of 1933, as amended. Any public offer or distribution of securities to be made in the United States will be made in accordance with a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as
financial statements. The Company has not registered and does not intend to register any portion of any offering in the United States or conduct a public offering of any securities in the United States.
This presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this presentation is being distributed only to, and is directed only at, (i) Qualified Investors who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) Qualified Investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This presentation must not be acted on or relied on (i) in the United
Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any
member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about,
and observe, any such restrictions. No reliance may be placed for any purpose whatsoever on the information contained in this document or on assumptions made as to its completeness. No representation or warranty, express or implied, is given by the Company, its subsidiaries or any of their respective advisers, officers, employees or agents, as to the accuracy of the information
or opinions or for any loss howsoever arising, directly or indirectly, from any use of this presentation or its contents.This document may include forward-looking statements. These forward-looking statements include matters that are not historical facts or statements and reflect the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, performance, prospects, growth, strategies, and the industry in which the Company operates. By their nature, forwarding-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the actual results of operations, financial condition and liquidity of the Company and the development of the industry in which the Company operates may differ materially
from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Company’s results of operations, financial condition and liquidity and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this document, those results or
developments may not be indicative of results or developments in future periods. The Company does not undertake any obligation to review or confirm expectations or estimates or to update any forward-looking statements to reflect events that occur or circumstances that arise after the date of this presentation.
By attending this presentation, you agree to be bound by the foregoing limitations.
3
Two final chords of the reform
Corporate and legal actions taken according to the plan
UES Extraordinary General Meeting (October 26, 2007)
RAO UES EGM approved the final reorganization
(more than 95.43% of the attending shareholders voted for).
Deadline for reorganization: UES ownership unbundling by July 1, 2008.
UES shareholders will receive shares in all target companies
on a pro rata basis
Federal Law No. 250 to adjust power sector laws
in connection with RAO UES reorganization.
Transitional period of the power sector reform
will end by July 1, 2008 (date of completion of the RAO UES
reorganization).
Federal Law No. 250(November 4, 2007)
CoordinatedAgreed
Synchronized
Reform
4
Competitive and Monopolistic Sectors: Target Structure Companies
Reform
Mo
no
po
list
ic
sect
ors
Co
mp
etit
ive
sect
ors
• Thermal Wholesale GenCos (OGKs)
• HydroOGK
• Territorial GenCos (TGKs)
• INTER RAO
• Federal Grid Company (FGC)
• System Operator
• Interregional Distribution Companies (IDC Holding)
• Energy Systems of the Far East
5
Functional unbundling Legal unbundling Ownership unbundling
The issue is not settled yet for the majority of EU countries: Ownership unbundling of VICs and spin-off of distribution grids
EU countries
Deadline for ownership unbundling of RAO UES (Federal Law No. 250, November 4, 2007)
Russia July 1, 2008
??
Power Sector:Functional, Legal and Ownership Unbundling
Reform
6
Total: > $20 bn (average price: ~$581 /kW)
+ Other OGKs/TGKs planned share placements and competitive sales:~ $20 billion by April 2008
Funds raised From share placements and competitive sales to strategic investors
0,459
3,087
0,451
2,345
1,52
0,946
5,848
2,867
0,996
1,647
0
1
2
3
4
5
6
7
Nov 06 Mar 06 May 07 May 07 Jun 07 Sep 07 Sep 07 Sep 07 Oct 07 Oct 07
USD in billions
OGK-5 OGK-3 TGK-5 TGK-3 OGK-5 OGK-4 TGK-1 OGK-2 TGK-8OGK-3
Reform
7
Schedule: OGKs/TGKs Share Placements and Competitive Sales
Schedule for placing additional shares in OGK-6 to be specified
TGK-13
TGK-7
Apr 08Mar 08Feb 08Jan 08Dec 07Nov 07
34%TGK-14
25%TGK-3 (LSE)
76%TGK-10
53%TGK-11
32%
47%
52%TGK-6
50%TGK-2
68%OGK-1
56%TGK-4
34%TGK-12
55%
Stake offered, %
Apr 08Mar 08Feb 08Jan 08Dec 07Nov 07
20082007
TGK-9
Reform
8
Government maintains control over transmission, hydro generation…
HydroOGK and FGC: Consolidation timeline
Starts tradingon a stockmarket
Transfer to a single share(merger of RTCs and spin-off)
HydroOGK
FGC
August 2007 January 2008 March 2008 July 2008
August 2007 July 2008 Aug2008
Transfer to a single share(swap of shares and merger)
Spin-off from UES Starts tradingon a stock
market
Conversion ratios approved (valuation of all hydro plants & HydroOGK
Conversion ratios approved(valuation of all RTC & FGC)
Minorities~ 22%
UES~ 78%
Minorities<49%
State>51%
State >76%
Minorities <24%
Reform
9
…and distribution
• New configuration of IDCs: 11 companies + Far East Distrbution Co
Conversion ratios approved(valuation of RDCs)
Transfer to a single share:EGMs – merger of RDCs and IDCs, swap of shares
Consolidation is completed
IDCs start trading on a stock market
October 2007 February 2008 April 2008 June 2008
Reform
IDCs: Consolidation timeline
10
Redemption Issues
Shareholders of UES who vote ‘against’ or do not vote on the reorganization can request UES to redeem shares1
Based on the independent valuation by Deloitte as of 1st of April 2007 following redemption prices have been approved by UES BoD: 32.15 RUB ($ 1.23) for one ordinary share 29.44 RUB ($ 1.13) for one preferred share
45 days 30 days
Redemption period Repayment period
EGM on reorganisation
(1)According to the Federal Law “About Joint Stock Companies” redemption amount is limited by 10% of UES NAV
26 Oct
End of redemption period
10 Dec
End of repayment period
10 JanOrdinary share redemption price
Preferred share redemption price
Ordinary share market price Preferred share market rpice
Pric
e,
$U
S
UES reorganization
Valuation Date
1 April 2007
0,3
0,4
0,5
0,6
0,7
0,80,9
1
1,1
1,2
1,3
1,4
1,5
1,6
09
.01
.07
06
.02
.07
06
.03
.07
03
.04
.07
01
.05
.07
29
.05
.07
26
.06
.07
24
.07
.07
21
.08
.07
18
.09
.07
16
.10
.07
13
.11
.07
11
Unlocking the value through unbundling
Source: broker reports, Bloomberg. Market data as of November 8, 2007¹ As per RAO 2006 full year consolidated IFRS financials
($bn net to RAO UES)
OGK
TGK53
21
20
ThermalGenCos
13
Hydro GenCo
8
FederalGrid Co.
1
Inter RAO
12
Distr'n
1
SupplyMiscellaneousassets
3
79
RAO Sum
Of Parts
Currentmarket
cap.
UES reorganization
12
UES reorganizationTarget Structure Companies: Liquidity guaranties
At the moment of distribution to UES shareholders all of the spinning off Target structure companies will be listed locally and will have GDRs
(exceptions: IDC Holding и Far East Energy Systems – as to be created just at the moment of spinning off from UES)
Jan 08 Feb 08 Mar 08 Apr 08 May 08 Jun 08 July 08 Aug 08 Sept 08
Local listing
Issuing GDRs
TGK-11 HydroOGK FGC
Sochinskaya TES
(INTER RAO)
IDC Holding
Energy Systems
ot theFar East
All thermal OGKs/TGKs
HydroOGK FGCSochinskaya TES
(INTER RAO)
IDC Holding
Energy Systems
ot theFar East
13
Competitive wholesale market:Supply/Demand Equation Prices
Source: Administrator of Trade System (ATS)
Average prices (Europe+Urals and Siberia), Rb/MWh
Day (Apr 07)
200
300
400
500
600
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24200
300
400
500
600
700
01.10.07 08.10.07 15.10.07 22.10.07 29.10.07
Week and month
Sept06 Oct06 Nov06 Dec06 Jan07 Feb07 Mar07 Apr07 May07 Jun07 Jul07 Aug07 Sept07 Oct07200
300
400
500
600
700
800
Year
Markets
14
Power Market DevelopmentPace of liberalization: government’s plan and actual progress
All new capacity and consumption commissioned after 2007 go to the free market
0%5%
10%15%
25%30%
50%
60%
80% 100%
0%
20%
40%
60%
80%
100%
Jan 1, 2007 Jul 1, 2007 Jan 1, 2008 Jul 1, 2008 Jan 1, 2009 Jul 1, 2009 Jan 1, 2010 Jul 1, 2010 Jan 1, 2011Sept 1, 2006
~18% (Sept 06)
~19% (Sept 07)
Excluding electricity consumption by households
actual pace of liberalization (facts and estimates)
mandatory increase of the liberalized market share
~ 25%
~35%
~40%
~60%
~70%
~90%100%
Markets
15
Power market model: Electricity, capacity and ancillary services markets
5-15 %per year
Regulated bilateral contracts
Day-ahead market
Free bilateral contracts
Day-ahead market (auction)
com
pe
titive
Ancillary services market
Transition market model Target model – competitive market
electricity electricity
com
pe
titive
Annual mandatory decrease of regulated contracts
and corresponding increase in trading by competitive prices
2011 – 100%
Regulated bilateral contracts Capacity payments
market
capacity capacity
Move to the capacitypayments market
reg
ula
ted
com
pe
titiv
ere
gu
late
d
Move to the ancillaryservices marketAncillary services tariff
ancillary services ancillary services
Markets
16
Electricity demand growth outlook: Mid-term and long-term view
Source: Ministry of Industry and Energy (Minpromenergo); UES estimates
5%
5,6%
3,7%
5,3%
3,9%
5%
0
2
4
6
2006-2010 2010-2015 2015-2020
Basic scenario Optimistic scenario
Investments
17
2006-2010 RAO UES Capacity Commissioning Program
MW 2006 2007 2008 2009 2010 2006-2010
Thermal generationOGKs, TGKs, RAO UES
1 186 1 545 2 050 5 788 14 364 24 934
Hydro OGK 67 690 420 1 224 1 612 4 013
Total commissioning 1 253 2 235 2 470 7 089 15 919 28 947
0
5,000
10,000
15,000
20,000
MW
2006 2007 2008 2009 2010
Investments
18
2006-2010 Sources of financing
Private investments
State budget financing
Credits and loans
Companies’ funds
Other
$ bn
~41.8 (31%)
~22 (16%)
~7 (5%)
~33.4 (24%)
~33.6 (24%)
Investments
Total: $137.8 bn