Engie S.a. · EURONEXT:ENGI
Engie — GDF Suez — Merger or Acquisition (April 2012)
28 slides from Engie's merger presentation, Apr 16, 2012
Slide 1: GDF SUEZ / IPR: Capturing Full Potential of Fast Growing Markets
Ras Laffan, Qatar GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING MARKETS Monte Redondo, Chile GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING MARKETS 16 April 2012 16 April 2012
Slide 2: Disclaimer
Disclaimer The information contained in this presentation is strictly confidential and is being provided to you solely for your information and may not be distributed to any other person or published, in whole or in part, directly or indirectly, for any purpose. Any failure to comply with this restr
Slide 3: A reinforced strategic ambition
A reinforced strategic ambition Accelerated development to high growth areas Enhancing the Group’s growth profile Glow - Thailand Gain full control of global portfolio mix Capture full earnings contribution Ras Laffan - Qatar of the large project pipeline Simplified and focused Group structure Estre
Slide 4: Successful integration of IPR has strengthened GDF SUEZ leadership in power generation
Successful integration of IPR has strengthened GDF SUEZ leadership in power generation A global footprint... ...growing at a fast pace NORTH AMERICA EUROPE ASIA Installed capacity(1) 14.9 GW 55.6 GW 9.6 GW IPR 14.8 GW under construction integration as of 12/31/2011 117.3 GW 72.7 GW 78.2 GW 2009 2010
Slide 5: Full IPR integration meeting GDF SUEZ strategic objectives and simplifying Group structure
Full IPR integration meeting GDF SUEZ strategic objectives and simplifying Group structure Accelerate Optimize development and integrate in in fast growing mature markets markets Strengthen contribution from activities with recurring results GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING M
Slide 6: An attractive transaction for both sets of shareholders
An attractive transaction for both sets of shareholders VALUE CREATION FOR GDF SUEZ ATTRACTIVE OFFER SHAREHOLDERS FOR IPR SHAREHOLDERS Accretive impact of +9% 19% premium on GDF SUEZ 2011 EPS pro forma(1) over IPR’s share price(2) IRR above 30% for IPR shareholders Reinforced growth and value profil
Slide 7: Full cash offer recommended by both GDF SUEZ and IPR Boards
Full cash offer recommended by both GDF SUEZ and IPR Boards A 418p(1) offer price implying a premium of 19% over IPR’s share price(2) A full cash offer for the remaining IPR shares not already held by GDF SUEZ (from 70% to 100%) A transaction translating into a €8.4bn(3) net debt impact An offer app
Slide 8: Next steps and indicative transaction timetable
Next steps and indicative transaction timetable 16 April 2012 Deal announcement By 14 May 2012 Posting of Scheme document IPR general meeting to approve the Scheme June 2012 of arrangement 29 June 2012 IPR dividend payment Expected closing and delisting of IPR Mid-July 2012 100% control achieved GDF
Slide 9: A strategic transaction for GDF SUEZ
A STRATEGIC TRANSACTION FOR GDF SUEZ Laja, Chile GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING MARKETS 16 April 2012
Slide 10: First step of IPR integration highly beneficial to GDF SUEZ and to IPR
First step of IPR integration highly beneficial to GDF SUEZ and to IPR Strong success in terms of new contracts and developments • Az Zour in Kuwait (1,500 MW gas), geothermal projects in Indonesia (660 MW) • Tarfaya (300 MW wind) and Safi in Morocco (1,200 MW thermal), peaking plants in South Afric
Slide 11: Financial flexibility recovered along with continuous industrial development
Financial flexibility recovered along with continuous industrial development Sustained development Financial flexibility recovered in all the Group business lines 2011-2013 portfolio optimization • €10.7bn capex in 2011 of which €7.3bn program well on track of growth capex • €6.6bn out of €10bn achi
Slide 12: A compelling step in the implementation of GDF SUEZ successful strategy
A compelling step in the implementation of GDF SUEZ successful strategy IPR pipeline of large projects to deliver its full earnings contribution between 2014 and 2017 GDF SUEZ will have the complete benefit from this pipeline representing ~13 GW(1) with a clear focus on fast growing markets (12.4 GW
Slide 13: Reach new frontiers: build a platform in Asia-Pacific
Reach new frontiers: build a platform in Asia-Pacific Ambitious targets in Asia-Pacific • +25% of additional generation capacity in 2013 vs. June 2011 China • Accelerate development into new countries: Pakistan Vietnam, Laos, Indonesia, Philippines, Mongolia India Laos Pursue the commercial developm
Slide 14: GDF SUEZ is well positioned to benefit from fast growing emerging markets
GDF SUEZ is well positioned to benefit from fast growing emerging markets 12.8 GW of gross capacities ...to address attractive growth perspectives under construction for IPR… Estimated CAGR 2008-2015 of Energy demand per region 3% North America 3.8% Asia 23% 3.0% 3.0% Latin America 2.3% 43% Middle E
Slide 15: Value creative transaction for GDF SUEZ shareholders
Value creative transaction for GDF SUEZ shareholders 1 • Accretive impact of +9%(1) on 2011 EPS pro forma(2) Accretive impact • Positive impact post share dividend and additional disposals linked to on earnings the transaction going forward 2 • Benefit from full ownership Full integration • 100% of
Slide 16: Accretive impact on GDF SUEZ earnings
Accretive impact on GDF SUEZ earnings GDF SUEZ GDF SUEZ 2011A PRO-FORMA 2011(1) NET RECURRING INCOME GROUP SHARE €3.5bn €3.8bn +9%(2) EPS €1.8/share €2.0/share +9% NON CONTROLLING INTERESTS (P&L) €1.4bn €1.1bn -29% NON CONTROLLING INTERESTS (BS) €17.3bn €11.7bn -33% NET DEBT €37.6bn €46.0bn +€8.4bn
Slide 17: Strong ambitions in fast growing markets
Strong ambitions in fast growing markets Net recurring income Group share Growth capex in fast growing markets in fast growing markets % of total net recurring income Group share pro forma 2011 30% 30% 40-50% 23% In the medium term Before transaction Post transaction GDF SUEZ / IPR: CAPTURING FULL P
Slide 18: Balanced financing structure preserving attractive fundamentals of GDF SUEZ share
Balanced financing structure preserving attractive fundamentals of GDF SUEZ share A balanced financing structure Strong commitment to financial discipline and attractive shareholder remuneration €8.4bn Impact on net debt(1) • Annual gross capex of ~€9-11bn(3) Transaction financing structure in €bn F
Slide 19: Additional portfolio optimization reinforcing the presence in fast growing markets
Additional portfolio optimization reinforcing the presence in fast growing markets €10bn 2011-2013 portfolio optimization program well on track • 2/3 already achieved in 2011 (net debt reduction of €6.6bn) • Value creative disposals with a capital gain of €1.5bn since the start of the portfolio opti
Slide 20: Attractive dividend policy maintained
Attractive dividend policy maintained Maintained dividend guidance (DPS Y ≥ DPS Y-1) • Sustainable dividend policy No change in dividend policy • Share dividend option implemented for the final dividend for 2011 and any 2012 interim dividend • Option designed to optimize financing of the transaction
Slide 21: Strengthening GDF SUEZ objectives
STRENGTHENING GDF SUEZ OBJECTIVES Kapco, Pakistan GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING MARKETS 16 April 2012
Slide 22: 2012 financial targets enhanced
2012 financial targets(1) enhanced BEFORE AFTER NET RECURRING INCOME €3.5–4.0bn €3.7-4.2bn(2) GROUP SHARE Average weather, stable regulation Average weather, stable regulation INDICATIVE 2012 EBITDA ~ €17bn GROSS CAPEX ~ €11bn(3) « A » category Rating « A » category Rating FINANCIAL STRUCTURE Net de
Slide 23: A transaction embracing GDF SUEZ's long term strategy
A transaction embracing GDF SUEZ’s long term strategy SIMPLIFY GROUP STRUCTURE Significant decrease of minority interests INCREASE PRESENCE Increase share of fast growing markets IN FAST GROWING MARKETS in Group net recurring income from 23% to 30% Acceleration through a 40-50% share of growth capex
Slide 24: Appendices
APPENDICES Marafiq, Saudi Arabia GDF SUEZ / IPR: CAPTURING FULL POTENTIAL OF FAST GROWING MARKETS 16 April 2012
Slide 25: Key assumptions for earnings accretion analysis
Key assumptions for earnings accretion analysis • Offer price: 418p • Number of GDF SUEZ shares: 2.2bn shares • Undiluted number of IPR shares: 5.1bn shares • Dilutive impact of IPR convertibles (assuming full conversion): 348m shares • Dilutive impact of IPR stock-options and bonus shares (assuming
Slide 26: Convertible bonds impact
Convertible bonds impact In the context of the transaction high probability of conversion within the 60 days following completion of the offer Three convertible • During this period, exercise price improved compared bonds issued to the current exercise price by IPR currently ‒ In that context all co
Slide 27: "Scheme of Arrangement" process
“Scheme of Arrangement” process Under the “Scheme of Arrangement”, the offer should be approved by the IPR general meeting and sanctioned by the English High Court • If those two conditions are met, the Scheme becomes effective and binds all IPR shareholders with GDF SUEZ obtaining 100% control • Ap
Slide 28: Number of shares under offer
Number of shares under offer Fully diluted IPR number of shares International Power Number of shares The 1,541m outstanding shares not already owned by GDF SUEZ represent Shares currently outstanding 5,095m a €7.7bn cash outflow o/w already owned by GDF SUEZ 3,554m o/w not already owned by GDF SUEZ