Herlev, 7 May 2009
Company Announcement No. 13/2009
Greentech Energy Systems A/S establishes strategic partnership
Today, Greentech Energy Systems A/S (“Greentech” or “the Company”) and a major
international energy company (the EC) signed a Memorandum of Understanding
(MoU) setting out the guidelines for the following transaction:
• The EC acquires 50% of Greentech's Monte Grighine wind energy project in
Sardinia.
• Greentech and the EC will enter into a partnership agreement giving the EC
an option to participate as equity partner in Greentech's project pipeline in
Italy and Poland when the individual projects reach the “ready to build” stage.
This option applies to projects currently in the Greentech pipeline and
projects reaching the “ready to build” stage by year-end 2012.
• The transaction price amounts to EUR 63m (approx. DKK 470m).
The agreement has been approved in principle by the Boards of Directors of the
EC and Greentech, respectively but the transaction is subject to due diligence.
According to the agreement between the parties, the above transaction is
planned to be completed no later than 15 May 2009 subject to satisfactory due
diligence.
If executed, the agreement will enable Greentech to cover its liquidity
requirements, and complete the ongoing construction of Minerva Messina and
Cagliari II, as well as continue its development and operations. The agreement
also ensures that the construction of Monte Grighine - Greentech's largest
project and Italy's largest wind energy installation consisting of 43 wind
turbines with a capacity of 98.9 MW - can be completed. Furthermore, Greentech
attaches great importance to the partnership agreement with the EC.
Background and financial consequences
As previously announced, i.a. in Company announcement no. 6/2009 of 11 March
2009 and the Company's Annual Report 2008, Greentech has in recent months
investigated the availability of various financial instruments to bridge the
liquidity requirements until the project finance for the Monte Grighine project
could become operational.
During the investigation phase, Greentech analysed the possibility of divesting
assets and/or raising debt financing. The Company has received several loan
proposals all containing a major or minor equity conversion element.
Greentech's management and Board of Directors have, however, concluded that
such solutions did not serve the best interests of all shareholders since the
proposed conversion conditions would excessively dilute the existing
shareholders.
Greentech's management believes that the partnership with the EC is the best
achievable solution in light of the difficult financial markets despite the
fact that implementing the agreement in 2009 will result in an accounting loss
of approx. DKK 130m. The agreement will, however, strengthen Greentech's
liquidity and enable the Company to complete the Monte Grighine project,
leaving Greentech with a potential upside on its 50% ownership share.
Completion of the Monte Grighine project
The project infrastructure has been completed, the transformer station has been
constructed, and 18 of the 43 turbines have been erected at the site. Another
12 turbines have already been shipped to Sardinia and can be erected over the
next two months. Connection of the wind energy project to the grid is still
scheduled to take place at the end of June/beginning of July, after which the
erected turbines will be connected and revenue-generating production will
commence. The remaining 13 turbines are expected to be installed during Q3 to
reach final completion of the project in Q4 2009 after which the entire wind
energy project can be commissioned. According to the MoU Greentech bears the
completion risk and the completion costs.
The future partnership
The signed MoU provides the EC with an option to participate as an equity
partner in all of Greentech's existing development projects in Italy and Poland
and projects reaching the “ready to build” stage by year-end 2012. When the
individual projects reach the status of “ready to build”, the EC has an option
to acquire 50% of the project by paying a relative share of the external
development costs plus a premium to Greentech for the share of the project MW`s
acquired by the EC.
Furthermore, Greentech may offer the EC a larger share of the individual
projects.
Upon closing of the transaction further details of the agreements and the
identity of the EC will be disclosed to the market.
The Board of Directors
For further information please contact:
Peter Høstgaard, Chairman, tel.: +45 40 10 88 71
Kaj Larsen, CEO, tel.: +45 33 36 42 02