Engie S.a. · EURONEXT:ENGI
Engie — GDF Suez — Merger or Acquisition (December 2010)
20 slides from Engie's merger presentation, Dec 16, 2010
Slide 1: Creation of a Worldwide Energy Leader
International Power / GDF SUEZ Energy International Creation of a Worldwide Energy Leader Everett, USA, LNG Terminal 16 December 2010 Barrage de Sao Salvador au Brésil Marafiq power plant, Saudi Arabia
Slide 2: Disclaimer
DISCLAIMER This presentation is being communicated by GDF SUEZ only to, and is directed at (a) persons outside the United Kingdom; (b) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the United Kingdom Financial Services and Markets Act 20
Slide 3: Creation of the world leader in IPP
Creation of the world leader in IPP… Geographic footprint of Enlarged International Power • A major strategic move strengthening industry UK-Europe(1) leadership positions 13.2 1.3 14.6 0.6 • A well balanced portfolio 9.4 3.1 in terms of geographies, North 14.7 11.4 Asia fuel and contract mix Americ
Slide 4: Strengthened leadership of GDF SUEZ
Strengthened leadership of GDF SUEZ Sales of leading utilities1&2 (in €bn) 84 80 14 5 (1) As of 31/12/2009 – as reported (2) Sales not reported in Euro converted at the respective spot exchange rate at the date of the report (3) As of 31/03/2010 (fiscal year ending) – as reported GDF SUEZ – Conferen
Slide 5: A leading position in global power generation and gas markets
A leading position in global power generation and gas markets Gross installed capacity (GW)1&2 Total volume of gas sourced (TWh)2 180 160 140 132 120 94 100 88 80 60 50 39 40 20 0 GDF SUEZ E.ON GDF SUEZ RWE Enlarged Gas Natural EDF IPR + IPR IPR Fenosa Capacity under development (1) As of 31/12/2009
Slide 6: Transaction rationale and benefits fully confirmed
Transaction rationale and benefits fully confirmed… • OECD countries strongly hit by one of the most severe financial Current and economic crisis in decades macro- • Energy market fundamentals in non-OECD countries remain strong environment ‒ Significant demand growth and need for new capacity and •
Slide 7: Recent development initiatives and commercial successes
… and strengthened by recent development initiatives and commercial successes Dec-10: LNG import terminal in Massachusetts receives its 1000th LNG cargo Nov-10: 3rd geothermal concession in Rantau Dedap (Indonesia) Nov-10: Successful auction for the construction of a 400 MW OCT power plant in Ilo (P
Slide 8: Enlarged International Power Board composition and committees approved
Enlarged International Power Board composition and committees approved(1) The enlarged IPR Board Board composition Committees of Directors Chairman to the Board Dirk Beeuwsaert Appointments Committee Executive directors 5 members Non-Executive Chairman: Sir Neville Simms Chairman Philip Cox - CEO ap
Slide 9: Preparation of integration process well underway
Preparation of integration process well underway Integration expected to be smooth • Common vision on business, market and risk • Very similar businesses Coordinated approach to drive the integration plan • Joint Steering Committee to ensure integrated decision making • Project Groups in charge of E
Slide 10: Key steps to transaction completion now reached
Key steps to transaction completion now reached August, 10th Transaction announcement Consultation process with GDF SUEZ’s employee representative September, 15th bodies completed Final transaction documentation signed (Merger Deed, Relationship Agreement, October, 13th Financing Framework Agr
Slide 11: Update on regulatory clearance
Update on regulatory clearance • and Clearance received for the USA, Australia, Brazil, Canada Ukraine Antitrust approvals • Clearance expected for other countries by end of 2010 / early 2011 • authorities Clearance from US and Australian foreign investment obtained Regulatory approvals and • (FE
Slide 12: Update on financial impacts for GDF SUEZ
Update on financial impacts for GDF SUEZ GDF SUEZ pro-forma GDF SUEZ strong balance sheet International Power preserved through an asset combination structure • Expected improvement in the credit rating of LTM In €bn Enlarged International Power to investment 30/06/10 grade EBITDA(1)(2) 16.0 Strict
Slide 13: Clear strategic focus towards delivering value to shareholders
Clear strategic focus towards delivering value to shareholders Major steps have now been reached, transaction on track for completion Strong focus on smooth integration of both businesses Commitment towards industrial development strategy to create value • Develop as a system player and integrate ac
Slide 14: Q&A session
International Power / GDF SUEZ Energy International Creation of a Worldwide Energy Leader Everett, USA, LNG Terminal Q&A session Barrage de Sao Salvador au Brésil Marafiq power plant, Saudi Arabia
Slide 15: Appendices
APPENDICES Everett, USA, LNG Terminal GDF SUEZ – Conference Call 16 December 2010
Slide 16: Transaction structure
Transaction structure Transaction Structure Combination of GDF SUEZ Energy International assets1 with International Power in exchange for the Enlarged Existing GDF SUEZ International Power International Power shares shareholders €4.0bn (£3.3bn4) of net debt5 transferred 70%2 30%2 with GDF SUEZ Energ
Slide 17: Compelling business profile of Enlarged International Power
Compelling business profile of Enlarged International Power International Enlarged GDF SUEZ EI Power International Power 14% 11% 6% 21% 16% 14% Latin America 32% North America Geography1 14% UK-Europe Middle East 25% 22% Asia 22% Australia 6% 23% 32% 22% 20% 5% 6% 5% 6% 4% 15% 24% Gas 3% Coal Fuel1
Slide 18: Attractive synergies of £165 mn p.a. at International Power level
Attractive synergies of £165 mn p.a. at International Power level Run-rate pre-tax (2009 base) Synergy Ramp-Up (Pre-Tax) £165 mn £154 mn Central & regional costs €72 mn £60 mn £140 mn £148 mn £129 mn Procurement & Energy Mgt €13 mn £11 mn £104 mn £87 mn £93 mn £82 mn £77 mn £76 mn Generation and O&M
Slide 19: Compelling synergy potential at GDF SUEZ level
Compelling synergy potential at GDF SUEZ level Annual pre-tax synergies for GDF SUEZ on a run-rate basis Synergies at both levels • €197m (£165m) p.a. of operating and financial synergies for 70% €208m €197m ownership Enlarged International Power • €70m of additional synergies due €70m to tax and fi
Slide 20: International Power strengthened balance sheet
International Power strengthened balance sheet International Al Hidd6 Enlarged In £ bn1,5 Power GDF SUEZ EI consolidated International Power H1 2010 H1 2010 H1 2010 H1 2010 pro-forma Net Debt 4.8 9.1 0.6 14.5 Net Debt Adjustment 2,4 0.7 (5.8) - (5.1) Adjusted Net Debt 2,3 5.5 3.3 0.6 9.4 Payment of