Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport...

20
Company presentation 16 November 2020

Transcript of Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport...

Page 1: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Company presentation

16 November 2020

Page 2: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Important information (1/2)

IMPORTANT INFORMATION AND DISCLAIMER

THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.

This Presentation and its appendices (the "Presentation") has been produced by Aker Offshore Wind AS ("Company", and together with its direct and indirect subsidiaries, the "Group") solely for information purposes. This Presentation, and the information contained herein, does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities of the Company and nothing contained herein shall form the basis of any contract or commitment whatsoever. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

No representation, warranty or undertaking, express or implied, is made by the Company, its affiliates or representatives as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of its affiliates or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss whatsoever and howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation

This Presentation speaks as of the date hereof. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. None of the Company or its affiliates or representatives undertakes any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect developments that may occur after the date of this Presentation. These materials do not purport to contain a complete description of the Group or the market(s) in which the Group operates, nor do they provide an audited valuation of the Group. The analyses contained in these materials are not, and do not purport to be, appraisals of the assets, stock or business of the Group or any other person. The Company has not authorized any other person to provide any persons with any other information related to the Group and the Company will not assume any responsibility for any information other persons may provide.

An investment in the Company involves a high level of risk and several factors could adversely affect the business, legal or financial position of the Group or the value of the Company’s shares. The recipients should carefully review the information contained elsewhere in the Presentation, for a description of certain of the key risk factors that will apply to an investment in the Company's shares. If any of these risks were to materialize, this could have a material adverse effect on the Group, its financial condition, results of operations, liquidity and/or prospects, the market value of the Company's shares could decline, and investors may lose all or part of their investment. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.

Page 3: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Important information (2/2)

The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own financial, legal, business, investment and tax advisers to receive financial, legal, business, investment and tax advice. In particular, nothing herein shall be taken as constituting the giving of investment advice and these materials are not intended to provide, and must not be taken as, the exclusive basis of any investment decision or other valuation and should not be considered as a recommendation by the Company (or any of its affiliates) that any recipient enters into any transaction. These materials comprise a general summary of certain matters in connection with the Group. These materials do not purport to contain all of the information that any recipient may require to make a decision with regards to any transaction.

This Presentation contains forward-looking information and statements relating to the business, financial performance and results of the Group and/or industry and markets in which it operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "aims", "anticipates", "believes", "estimates", "expects", "foresees", "intends", "plans", "predicts", "projects", "targets", and similar expressions. Such forward-looking statements are based on current expectations, estimates and projections, reflect current views with respect to future events, and are subject to risks, uncertainties and assumptions. Forward-looking statements are not guarantees of future performance and risks, uncertainties and other important factors could cause the actual results of operations, financial condition and liquidity of the Group or the industry to differ materially from the results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue influence on any forward-looking statement.

Each recipient of this Presentation acknowledges that no financial or other form of due diligence has been conducted in connection with the preparation of this Presentation. The recipient acknowledges and accepts that it will be solely responsible for its own assessment of the Group, the market, the Group's market position, the Group's funding position, and the potential future performance of the Group's business and the Company's shares.

The Company's shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States, absent registration under the U.S. Securities Act or under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or in compliance with any applicable securities laws of any state or jurisdiction of the United States. Accordingly, any offer or sale of securities will only be offered or sold (i) within the United States or to U.S. Persons, only to qualified institutional buyers as defined under Rule 144A under the Securities Act ("QIBs") in offering transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Any purchaser of securities in the United States, or to or for the account of U.S. Persons, will be deemed to have been made certain representations and acknowledgements, including without limitation that the purchaser is a QIB.

The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area. No prospectus has or will be prepared in connection with this Presentation and the information contained herein. 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 (E) of the Prospectus Regulation (Regulation (EU) 2017/1129).

Neither this Presentation nor the information contained herein is being issued, and nor may this Presentation nor the information contained herein be distributed, directly or indirectly, to or into any jurisdiction in which such issuance and/or distribution would be unlawful.

This Presentation is subject to and governed by Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as exclusive legal venue.

Page 4: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Contents

Investment highlights

Aker Offshore Wind in brief

Increase in ownership of Principle Power Inc.

Risk factors

Page 5: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Principle Power established as an industry leading provider of

floating wind foundation technology Four pre-commercial wind farms in operation by 2022 with more than

100MW of installed capacity

Field-proven with large turbines and well-suited for project

financing9.5MW turbine installed on Kincardine and more than 7 years of

offshore operations track-record (~34,000 hours operational uptime)

A key part in our plan to reduce LCOE AOW will actively work with PPI to further improve technology and drive

down costs across value chain to ensure the most competitive offering

globally

Further broadening our opportunity setImportant gateway to further prospect pipeline and strengthening of

relationship with key industry players such as EDPR

Investment highlights

Page 6: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Aker Offshore Wind in brief

Aker Offshore Wind aims to

deploy cost-effective solutions

based on decades of offshore

experience, in close cooperation

with leading global partners

> 1.5 GW portfolio of

development projects and

prospects in South Korea (Ulsan),

the US (California), Norway and

the UK (Scotland)

A pure play deep water wind IPP1

Pure play offshore wind

developer, headquartered in

Norway, focusing on assets in

deep waters. The company aims

to source, develop and operate

offshore wind projects

1) Independent power producer

Page 7: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

An effective renewable energy source

20-30%

70-80%

<60m depth>60m depth

30-40%

Onshore wind

45-50%

Offshore Bottom-fixed

50-60%

Offshore Floating

Increased flexibility

and adaptability to

ensure sustainable

co-existence with

fisheries, marine life,

shipping routes and

more

Virtually unlimited potential Superior wind-conditions Smaller footprint

Typical capacity factors

Page 8: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Aker Offshore Wind is de-risking the industrial development

World-class

offshore capabilities

Proven deep-water

foundation technologies

Digital platforms to

drive down costs

Leveraging Aker’s heritage on

the NCS

Aker Offshore Wind can leverage five decades of deep water and

offshore experience to benefit Principle Power

Page 9: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Securing positions in the most attractive markets

South Korea

Renewables to account for 20% by 2030

12 GW offshore wind by 2030

California, US

60% renewable electricity generation by 2030 and

carbon neutrality by 2045

Norway

Authorities preparing to open areas for offshore

wind development from 2021

Scotland

Targets net zero emission of greenhouse gases by

2045

Source: Global Wind Energy Council, California State Senate, Norwegian Government, Scottish Government

Page 10: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Increase in ownership of Principle Power Inc.

Page 11: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Principle Power in brief

Strong technology

brand with significant

project pipeline

Field-proven with

more than 7 years of

offshore operations

Proprietary floating

substructure for

offshore wind

(“WindFloat”)

World’s first:

• 3x 8.4MW

turbines

commissioned

• Installed 9.5MW

turbine

Source: Principle Power

Page 12: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

2 225

50

30 109

2011 2018 2019 2020-2021 2022

Established as a leading technologyprovider to the deep water wind industry

Field-proven and robust technology … … Market leading position

Estimated market share¹

WindFloat 1 KincardineWindFloat Atlantic

Other

competitors

Golfe de Lion

Installed capacity (MW)

Source: Carbon Trust, Principle Power

1) Based on announced and commissioned projects

2) For water depths of more than 30m

TRL 8 5 WindFloats

installed

8WindFloats

under design

contract

>80 Employees

>22 GWhProduced

~34,000 hoursoperational

17 mmax wave height

experienced

✓ Leading semi-submersible technology✓ No limitations in water depths2

✓ Quay side assembly and tug tow to field

Page 13: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

A key part of our plan to reduce LCOE through further improved technology

2020 LCOE

Turbine

BoP

O&M

Devex

2030 LCOE

Working to reduce construction cost

Design development, engineering and fabrication

friendliness to ensure the most competitive offering across

regions

Harnessing the value of engineering and data

Use learning from installed base for life-cycle

improvements

Improving project finance terms

Consolidating shareholder base to strengthen proven

technology with decades of offshore project development

expertise to de-risk and simplify projects for lenders

LCOE reduction roadmap1

~150

~50

EUR / MWh

Source: Aker Offshore Wind

1) LCOE = Levelized cost of energy, BoP = Balance of plant, O&M = Operation and maintenance

Page 14: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Further expanding our opportunity set

The natural discussion partner

for new projects

Further strengthening

relationships with key industry

players

Insight from a global network

120

109

35

29

25

Floating offshore wind foundations

by installed capacity (MW)

rc

California, USLisbon,

Portugal

AIX, FranceMore than 80

employees located

in key markets

Extensive global presence

Source: Carbon Trust, Principle Power

1) Announced and commissioned projects

Page 15: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Risk Factors (1 / 5)

An investment in the Shares involves inherent risks. A brief summary of the material risk factors is outlined below. All potential investors should read the presented risk factors in its entirety before

making a decision on whether to invest in the Shares. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investments and who

can afford a loss of all or part of their investment. The occurrence of any of the events highlighted in this section could materially and negatively affect the Company’s business, financial condition,

operating results, cash available for the payment of dividends or the trading price of the Company’s shares

Risks Relating to the Group and the Industry in which the Group Operates

• The Group does not have any operating history upon which to evaluate the Group’s likely performance. The Group was established in July 2020 as a result of Aker Solutions ASA carving out

its offshore wind business into separate legal entities.

• The renewable sector is still under development and failure by the Group to respond to changes in technology and innovations may render the Group’s operations non-competitive and

may have a negative effect on the Group’s result of operation, financial condition and future prospects.

• The Group has a limited organization and is dependent on third parties.

• The Group may, due to external factors or internal decisions, change its current strategy and pursue alternative strategies. The Group may also fail to execute its strategy due to e.g.

changed market conditions, regulatory framework, available expertise and resources, and funding.

• The Group is targeting a growth in its business, and the Group's future financial performance and its ability to sell its solutions will depend, in part, on its ability to manage any future growth

effectively.

• The Group is subject to risk related to the volatility of global economic and social conditions.

• The profitability of the Group will largely depend on the volume and prices of the electricity produced by the offshore wind installation. Electricity prices are dependent on several supply

and demand factors going into the clearing of the market price of electricity.

• The offshore wind sector is publicly regulated and regulation may change over time. This could impact timing and frequency of licensing rounds, support schemes and other terms and

conditions for offshore wind.

• The Group is subject to a wide variety of national and international laws and regulations in relation to its operations in Norway, South Korea, USA and Scotland and other countries it

engages in to develop or support its business. Any changes in laws or regulations, or lack of necessary permits and approvals could have a material adverse effect on the projects and

prospects.

Page 16: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Risk Factors (2 / 5)

Risks Relating to the Group and the Industry in which the Group Operates

• The Group operates in multiple countries and is subject to general counterparty risk in those jurisdictions’ laws and regulatory regimes. If the Group fails to overcome the challenges that it

encounters in its international operations, the Group's business, results of operations, financial position, cash flows and/or prospects could be materially, adversely affected.

• The Group's business operations and sales are subject to anti-corruption laws in multiple jurisdictions. Any violations may incur civil and criminal penalties or other sanctions, or make the

Group suffer significant internal investigation costs or reputational harm.

• The offshore wind industry is dependent on- and subject to the prevailing tax regime in the country in which it is operating. Changes in laws, treaties or regulations regarding tax can

potentially happen with short notice.

• The Company is expected to be dependent on support schemes and financial incentives which may not be available. Lack of funding may prevent the Company from developing projects

and may in turn have a material adverse effect on the Company’s future projects, operations and its financial position.

• Construction of offshore wind farms is capital intensive, and the Company will need to raise additional funding to finance its projects. Lack of funding may prevent the Company from

developing projects.

• The Company will incur significant development expenses relating to projects and prospects in the development project portfolio without realizing the projects due to not achieving relevant

licenses such as site licenses and business licenses or deciding not to take an investment decision due to inter alia overall project economics and access to financing.

• Competition with other sources of renewable energy such as solar power, onshore wind power and hydro power may render the Group’s projects unfeasible which may in turn have a

material adverse effect on the Company’s results.

• The installation of wind farms involves operations at sea, in potentially harsh weather conditions, which may pose a challenge for delivering projects on time and/or on budget. Hence, the

profitability of the Group’s offshore wind business depends on weather conditions which can vary materially on the different sites.

• The Group is dependent upon operation and maintenance contractors for the operation and maintenance of offshore wind projects and there are numerous risks associated with this. Any

realization of such risks may affect a project’s financial performance or the loss of contracts.

Page 17: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Risk Factors (3 / 5)

Risks Relating to the Group and the Industry in which the Group Operates

• The Group has collaborative relationships through various forms of partnerships and investments. The Group usually conducts its business through consortiums and/or through companies

where a Group company is not the sole shareholder. The progress of projects and prospects could be dependent on consents from partners or shareholders. Hence, changes to the

partners’ or shareholders’ business or business strategy could have a material adverse effect on the Group’s project portfolio.

• The Group has collaborative relationships on an exclusive basis with EDPR (Ocean Winds), Aker Solutions, Aker BP as well as Principle Power Inc. (“PPI”) and its owners, among others, which

implies varying levels of exclusivity with respect to both technology, including PPI’s WindFloat design, and geography. Such agreements could limit the Group’s commercial flexibility in the

future and thus have an adverse effect on the Group’s ability to access new projects and consequently its financial results.

• There are currently several projects which are still in a bidding- or planning phase and the Group may risk not being awarded any projects in the future or on terms that are not favorable to

the Group.

• The Group’s revenues will depend upon the availability and operating performance of the equipment used to construct and operate wind farms within its portfolio, such as gear boxes, rotor

blades and transformers. A defect or a mechanical failure in the equipment, or an accident which causes a decline in the operating performance of a wind turbine and the availability of such

equipment will directly impact the revenues and profitability of that wind farm.

• Offshore wind development projects and operational installations may cause environmental hazards The Company cannot guarantee that its offshore wind farms will not be considered a

source of pollution or other environmental harm or that claims will not be made against the Group in connection with its offshore wind development projects or operating installations and

their effects on the natural environment.

• The Group is dependent on key personnel and there is a risk that the Group will have difficulties in competing with other employers and that it may not be successful in attracting suitable

and qualified employees and retaining existing employees, which in turn may have a material adverse effect on the Group’s operations.

• The physical location, construction, maintenance and operation of an offshore wind installation pose health and safety risks to those involved and can potentially result in injuries and

accidents. Liability for health and safety could have a material adverse effect on the business, the Group’s reputation and financial position.

• The Group’s daily business is dependent upon technology and know-how which it is in possession of through agreements with various business partners. If the Group’s proprietary

technology, including the underlying patents, trade secrets, know-how etc. becomes known to the public, or third-parties develop similar technology, this could have a material adverse

effect on the Group, its financial position and future prospects.

Page 18: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Risk Factors (4 / 5)

Risks Relating to the Group and the Industry in which the Group Operates

• The Group relies on the efficient and uninterrupted operation of several information technology systems and networks to operate its business and interruptions in such systems and cyber

security issues could adversely affect the Group's business.

• The Group may fail to effectively protect information about customers and employees. Loss of such information may further lead to claims against the Group for improper handling and

protection of such information.

• The Group may be exposed to currency exchange rate risks.

• The Group may in the future take on debt which in turn could limit the Group’s cash flow and operational flexibility. Failure to make payments or comply with any covenants under future

debt instruments could result in an event of default and acceleration of amounts due, and could have a material adverse effect on the Group's business, operations, assets and/or prospects.

• The outbreak of the corona virus (Covid-19), including any future outbreaks, could have a material adverse effect on the Group.

• Although PPI's wind foundation technology is field-proven, offshore wind is an industry in which rapid technological development is ongoing and expected to continue, and there can be no

assurance that the Company's or PPI's technologies will be commercialized at the scale which is estimated or expected. Any failure to successfully operate the Company’s or PPI's

technology concept on a commercial scale may adversely impact the Group's business, results of operations, financial position, cash flows and/or prospects.

Page 19: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment

Risk Factors (5 / 5)

Risks Relating to the Private Placement and the Shares

• There is a risk that the Company’s contemplated increase of its stake in Principle Power Inc. is delayed, reduced or not completed at all.

• The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control.

• It is possible that the Company may decide to offer new shares or other securities in order to finance new capital-intensive investments in the future in connection with unanticipated

liabilities or expenses, or for any other purposes. Any such future issuances of shares or other securities in the Company may dilute the holdings of shareholders and could materially affect

the price of the Shares.

• Investors may not be able to exercise their voting rights for Shares registered in a nominee account. Any persons that hold their Shares through a nominee arrangement should consult the

nominee to ensure that any Shares beneficially held are voted for in the manner desired by such beneficial owner.

• Shareholders’ ability to bring an action against the Company may be limited by Norwegian Law.

• Investors may have difficulty enforcing any judgment obtained in the United States against the Company or its directors or officers in Norway.

• The transfer of the Shares is subject to restrictions under the securities laws of the United States and other jurisdictions. The Shares have not been registered under the U.S. Securities Act or

any U.S. state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future.

• Shareholders outside Norway are subject to exchange risk. The Shares listed are priced in NOK, and any future payments of dividends on the Shares listed on Merkur Market will be paid in

NOK.

• The Company has a major shareholder with significant voting power.

Page 20: Company presentation - Aker Offshore Wind · 2020. 11. 16. · This presentation does not purport to contain all of the information that may be required to evaluate any investment