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Introduction to ANIREP

INTRODUCTION TO ANIREP

ABOUT ANIREP

  • Alpha Namibia Industries Renewable Power Limited (ANIREP) was formed and incorporated in Windhoek Namibia, in 2018.
  • ANIREP is the second SPAC/CPC listed on the Namibia Stock Excange (NSX).
  • ANIREP will become the first NSX listed SPAC/CPC in infrastructural renewable energy.
  • A SPAC/CPC is a shell company which is formed to raise capital for a yet unidentified business that will be acquired in the future.Once a SPAC/CPC has completed the acquisition of a Viable Asset, it is no longer considered a SPAC/CPC and continues to operate as a conventional listed company.
  • ANIREP seeks to raise N$250 Million on the NSX and intends to secure a premium listing within two years.

Attorneys

Sponsors

Auditors

Company Secretary & Escrow Agents

Corporate Service Advisors

WHY INVEST IN NAMIBIA

  • Recent changes in legislation that allows independent power producers (IPPs) to participate in Generation (Gx), Transmission (Tx) and Distribution (Dx).
  • Namibia is politically stable.
  • Namibia is part of the Common Monetary Area therefore, there is no currency risk for investments made in Rand.
  • Dividends paid to non-residents < 25% shareholding.
  • Dividends paid to non-residents > 25% shareholding.
  • South Africa has a double taxation agreement with Namibia
  • Full protection of investments.
  • The Special Incentives for Manufactures and Exporters and the Export Processing Zone.
  • Investors allowed to repatriate their capital and profits.
  • Namibia has banking and insurance facilities to cater for the needs of international investors.
  • The banking system of Namibia is highly developed and thus capable of providing fast and efficient services world wide
  • World class natural and mineral resources, as well as the recent discoveries of offshore oil and gas resources the tax-free and low overhead incentives it provides to investors.
  • The labour force is young, reliable, trainable and in abundant.

The Energy Sector in Namibia

NAMIBIA'S ENERGY SECTOR IN NAMIBIA

  • Namibia is the first nation to incorporate environmental protection into its constitution and has been distinguished as a leader in environmental protection.
  • In May 2017, the Namibian Government introduced the 5th National Development Plan, which encompasses a budget of N$ 69 Billion in which Energy Constitutes 30.3% of the budget.
  • Until recent years Namibia used the Single Buyer Model where all entities (the IPPs) must sell their power to a single buyer.
  • In the Single Buyer Model (SBM), the role of the single buyer was reserved for Nampower.
  • However, Namibia has made recent changes to switch to a Modified Single Buyer Model (MSBM).

Single Buyer Model

Dx

Nampower

Tx

Nampower

Gx

Nampower

Modified Single Buyer Model

Nampower

SBM

vs

MSBM

Nampower

Tx

Nampower

REDs

Gx

Dx

Industries

IPPs

Wheeling allowed for IPPs and REDs

Current Challenges

Current Challenges

  • In 2017 NamPower recorded the country’s peak demand at 524MW against a peak supply of 300MW from domestic generation sources.
  • The shortfall is supplemented by imports from the neighbouring countries in the Southern Africa Power Pool (SAPP) systems.
  • Just over 40% of Namibian households nationwide have access to electricity.
  • Demand per capita is estimated to increase from 0.24KW in 2011 to 0.34KW in 2031 (approximately 41.7%)
  • Consumers are far away from the national grid.
  • Over-reliance on solar as an alternative source of energy which only provides power during the day hence cannot substitute dependence on imports.
  • Lack of technical skill especially in baseload resources
  • NamPower is the single player in the market which requires complementary skills in servicing the Namibian market.

Duck Curve

Source: Nampower Stakeholder Consultation.

Increasing solar penetration has led to a net load curve that necessitates significant ramping of thermal generators in the evening and drastic output reductions by those same generators during the daytime.

Imported Power

Source: Electricity Control Board-Namibia Market Structure, Stakeholder feedback & Detailed Design Consideration

CPC/SPAC STRUCTURE

GENERAL PARTNERS

ANIREP STRUCTURE

The Technical Manager

THE

TECHNICAL MANAGERS

Viable Assets that have been acquired by ANIREP will be managed by RE Manager JV. The members of RE Manager JV are EMCON, Doranova and JON. The Manager has a strong track record in planning, designing and project management of infrastructural projects in Namibia and Sub-Saharan Africa.

  • EMCON Consulting Group is a Namibian multi-disciplinary engineering consulting firm with a strong focus on electrical engineering.

  • Since its establishment in 1992, EMCON has been extensively involved in the Namibian Electricity Supply Industry (ESI) and has established itself as a leader in the areas of rural electrification, renewable energy, energy efficiency, policy and standards development, master planning and asset valuation.

*****

EMCON Consulting Group (Pty) Ltd

  • Doranova Oy is a Finnish Environmental Engineering company, established in 1995, with two business lines, Renewable Energies and Soil Remediation.

  • Doranova is specialized to produce biogas from organic household waste, green biomasses and sewage sludges.

  • Doranova's technical solutions are proven; company holds several patents and has gained international experience from several projects executed in Asia and Africa.

  • Doranova will be responsible for engineering, building and operating biogas plants owned by ANIREP.

  • The wide variety of technical solutions guarantees cost efficient and profitable plant projects.

DORANOVA OY

JON

JON

  • JON Quantity Surveyors was formed in 1997.
  • Synergetic experience, intellectual capital vision created a practice empowered to comfortably offer expertise in the following areas: project management, construction cost management, information technology systems application, facility management and all other aspects of quantity surveying and cost engineering.
  • Their services shall include: ♣
  • Pre-contract stage: Feasibility studies, cost advice and planning, estimating and setting budget limits, cash flow forecasts, cost comparisons, value management, preparation of tender documents, calling out of tenders from established contractors and tender administration.
  • ♣Construction stage: Budget control, financial reporting and valuation of work in progress.
  • ♣Final Account stage: Finalisation and agreement of the final account.

THE INVESTMENT MANAGER

ANIREP has appointed Tulive Private Equity (Pty) Ltd as the Corporate Service Advisors.

Tulive Private Equity was founded in 2013 and approved as an investment manager by NAMFISA in 2015. It is a regulated private equity firm in Namibia and manages an infrastructure fund (Energy, Water, ICT, Logistic and Transport, Health, and Education).

Tulive Private Equity, directly and through strategic partnership, has strong financial, economic and project legal expertise and experience requisite to deliver its mandate.The firm also has experience in capital raising and extensive experience in dealing with listed and unlisted companies and the Namibian capital markets.

As the Investment Manager, Tulive Private Equity will be responsible for screening the financial, economic, legal and social and environmental viability of the asset recommended by the Technical Manager such as; performing parametric projections/ models presented by project owner, assessing the debt portion of the asset, determining the risk of the project and the real option valuation of the asset before recommending to ANIREP's investment committee for acquisition.

GIPF LETTER

OUR TEAM

Executive Directors

Meklit Demamu

Chief Investment Officer

Hans Hamukoto

Chief Operating Officer

Antti Myllärinen

Chief Technical Director

Iyaloo Ya Nangolo

Managing Director

Non-Executive Directors

Ian Oosthuysen (Non-Independent)

Primus Hango-Chairman (Independent)

Mac Hengari (Independent)

Annegret Müseler (Independent)

Amb. Phillemon Kambala (Independent)

Gida Nakazibwe-Sekandi (Independent)

Executive Directors' CV

Iyaloo Ya Nangolo is the Managing Director of Tulive Group, a financial services group that has been in existence for more than 5 years. Iyaloo holds an MBA from the University of Cape Town and the London Business School. He has been involved in innovative capital raising structures for both local and international entities. He is also a qualified quantity surveyor. His fields of specialisation include: Advance Finance, Risk Management, Facility Management, Cost Engineering, Quantity Surveying and Project Management.

Hans Hamukoto is a director and business unit manager for power planning at EMCON. Hans obtained his National Higher Diploma and a B-Tech Degree in Electrical Engineering at Technikon Witwatersrand in 2001 and 2003, respectively. In his professional career, Hans has gained a wealth of experience in the areas of rural and urban electrification, township development, asset valuation, transmission, metering and vending systems, renewable energy, master planning, and off-grid electrification.

Antti Myllärinen (MSc. in Economics) is the CEO of Doranova and has extensive experience in international project sales and renewable energy solutions. Before joining Doranova, Antti worked for McKinsey & Company as a consultant and in the financial sector concentrating on Private Equity Financing.

Meklit S. Demamu is the Actuary of Tulive Group. She obtained her BSc (Hons) in Mathematics and Actuarial Science degree from the University of Leicester in the UK, in 2017. She gained 8 actuarial exemptions in only three years. She is a member of the IFoA (Institute and Faculty of Actuaries) and is pursuing the title of (FIA) Fellow of the Institute of Actuaries.

Non-Executive Directors' CV

Chairman- Independent Director

Primus Hango is a Namibian business leader with exceptional governance skills and experience with pension fund management, investment oversight and capital markets. Primus was appointed Secretary of the Tender Board of Namibia in June 1991. He was the Principal Officer of the Government Institutions Pension Fund since 1995 and from April 1999 until 2011, the Chief Executive Officer. Primus, a former Chairman of the Namibian Stock Exchange, was again re-elected as Chairman on 10 June 2009 to the NSX Board until 2011.

Non-Independent Director

Ian Oosthuysen is a founding partner of Jordaan Oosthuysen Nangolo Construction Cost Engineering and Management. He is a professional quantity surveyor and is a member of the Namibian Council for Architects and Quantity Surveyors. He obtained his Bsc. Qs (Hons) degree in 1980 from the University of the Free State in South Africa and is a member of the South African Institute for Quantity Surveyors and of the Namibian Council of Architects and Quantity Surveyors. Ian was past President of Namibia Institute of Quantity Surveyor and past Vice President of Africa Association of Quantity Surveyors. He has more than 30 years of extensive experience and expertise.

Independent Director

Mac Hengari has an MBA in International Business and MSc in Energy Policy from Bristol and Surrey, respectively. Recently he served as the Founding Director of the Namibia Business School at the University of Namibia, having served as a Head of Department and Lecturer within the Faculty of Economic and Management Sciences. Prior to that, he served as an Economist at the United Nations Secretariat in New York as well as a Chief Economist at the Namibia Investment Centre. He is an entrepreneur who has been involved in the formation of a number of companies.

Independent Director

Gida Nakazibwe-Sekandi, APR, LLB, PRISA is an Executive Director of Capricorn Investment Group Limited since February 2007; she was a Non-Executive Director of the same group since November 2004. Currently, she is a Non-Executive Director of Bank Windhoek Ltd. since July 2005 and of UCL Resources Limited since January 2011. She practiced as a lawyer for over nine years in Uganda and Zimbabwe and is an accredited public relations practitioner.

Independent Director

Ambassador Phillemon Kondja Kambala is a Diplomat with MA in international relations from the University of Keele in the UK. From 1996 to 2006 he was the High Commissioner to the Federal Republic of Nigeria, and High Commissioner to South Africa from 2006 - 2013. After that, he served as a Public Service Commissioner from 2013 to 2016. He is now retired and resides in Windhoek.

Independent Director

Annegret Müseler is a fully qualified Chartered Account and has worked as an Auditor at Deloitte Namibia for three years. She has an exceptional experience in the financial Services, Insurance, Micro lending, Retail and Mining Industry. She obtained her BSc in Psychology from the University of Stellenbosch in December 2011 and Postgraduate Diploma in Accounting in 2014. She is a Member of the Institute of Chartered Accountants of Namibia and she was a Vice Chair of the Industrial Psychology Society.

INVESTMENT COMMITTEE

Margaret holds an Electrical Engineering degree and a Master’s degree in Finance and Financial Law. In 1998, she was appointed by the Polytechnic of Namibia to establish and lead the electrical engineering department as the Head of Department In July 2003 Margaret was appointed Head of Generation to the national utility’s (NamPower) executive management. Her responsibilities included leading the Kudu Gas to Power Project from 2004 to 2009. From 2007, she was part of the NamPower business unit responsible for the implementation of capital projects where she headed the implementation of new power station projects, both conventional and renewable, as well as NamPower’s national Demand Side Management Project. Margaret served on the Namibian Airports Company Board as Vice Chairperson and has also served as the Vice Chairperson of the NamPower Tender Board.

Margaret Mutschler

Arthur qualified as a Chartered Accountant in 2003. He has extensive experience as a Head of Auditing, Head of Business Advisory Services, and Head of Finance obtained from his years working at Ernst & Young, Avani Hotel (ex-Kalahari Sands Hotel, which is part of Sun International), Shangelao Capital (Pty) Limited (a corporate finance advisory entity) and H&H Transport (Pty) Limited.He is a member of the Institute of Chartered Accountants of Zimbabwe and the Namibia Institute of Professional Accountants.

Arthur Katsvara

Aimé is the Managing Director and Founder of Raamba Engineering. He is a registered professional engineer who obtained a BSc degree in Civil Engineering at the University of Cape Town in the year 2001 and a BEng (Hons) degree in Structural Engineering at the University of Pretoria in 2006. He is a member of Engineering Council of Namibia, Engineering Council of South Africa and the Institution of Civil Engineers.

Aime Kubwimana

OUR VALUE PROPOSITION

OUR SOLUTION

  • The capital raised will be invested in infrastructural renewable energy projects.
  • Focus on developing baseload resources using technical expertise of our managers.
  • ANIREP will be involved in the entire value chain to drive Import substitution
  • Provide off-grid solutions to consumers further away from the national grid.
  • ANIREP will be involved in all value chain of the energy sector.

INVESTMENT STRATEGY

INVESTMENT STRATEGY

The Fund will provide investors with good, predictable, and long-term yielding investments whilst providing investors with liquidity to further invest or exit their investments

Within two years, ANIREP will aim for its portfolio to conform to the following Investment Policy parameters:

  • ♣Income generating investments or operating assets will represent 70% of the portfolio at cost;
  • ♣A maximum of 30% of funds will be held in construction state assets by value at cost; and
  • ♣A maximum of 10% of funds will be committed to pure development investments by value at cost;
  • ♣No single asset, project or issuer will represent more than 30% of the assets by value at cost;
  • ♣At least 30% of all revenues will be linked to the Namibia dollar or the ZAR;

INVESTMENT PROCESS

MANAGEMENT

Investment Process Management

Transaction Adviser Screens the Viable Assets

  • RE Manager JV (the Manager) will identify and evaluate potential Viable Assets. Once the research, valuation and due diligence have been conducted, and RE Manager JV is satisfied with the potential Viable Assets, RE Manager JV will present such to the transaction adviser.

  • Transaction Adviser will screen the financial, economic, legal and social and environmental viability of the Viable Assets identified by RE Manager JV. Once Transaction Adviser is satisfied with the potential Viable Assets it will present it to the Investment Committee for consideration.

  • The Investment Committee will ensure the recommended Viable Asset meets ANIREPs investment criteria. If approved by the Investment Committee then it will be presented to the Board of Directors for voting.

  • If approved by the Board, the Viable Assets will be proposed to Shareholders via a circular, to be voted on at a general meeting of Shareholders. The circular will also include proposals for the application of any remaining offer proceeds.

  • Once approved by the Shareholders and acquired, the Viable Assets will be managed in line with the individual transaction agreements and the Management Agreement signed between RE Manager JV and ANIREP.

Note: The Investment Committee and the Board of Directors can always refer back to the Investment Manager and the Technical Manager for more information. Negotiations with the Viable Asset owner will be done via the RE Manager JV and Tulive Private Equity.

INVESTMENT PROCESS

Investment Committee

Technical Adviser

Transaction Adviser

Shareholders

Board of Directors

A strong group of Non-Executive Independent Directors ( 5 out of 6 ) has been appointed to the Board.

The functions of the Investment Manager and the Manager have been separated.

An independent Investment Committee has been selected with no liaison with the Manager, the Transaction Adviser and ANIREP.

The voting right of all the Executive Directors and Mr Stephanus Adriaan Oosthuysen, regarding investments in Viable Assets of ANIREP, has been removed due to their relationship with the General Partner.

Approval of the acquisition of Viable Assets by independent Investment Committee, disinterested Directors and Shareholders.

The Investment Committee and the Board of Directors can always refer back to the Transaction Advisor and the Technical Manager.

PIPELINE PROJECTS

ANIREP will be involved in the entire value chain of the electricity sector; Generation (Gx), Transmission (Tx) and Distribution (Dx).

Pipeline in Generation (Gx)

The renewable energy types that ANIREP seeks to pursue for Viable Asset in generation are Biomass/Biogas, Hydro, Geothermal, Wave, Wind and Solar.

REFIT program

Out of 14 IPPS with a PPA for 5MW generation capacity each only 11 of the IPPs have been completed and commissioned for commercial generation as envisaged under the PPA with NamPower.

Baseload resources identified in Namibia

3 sites for Geothermal, 4 Sites for Biomass and 2 sites for Hydro generation projects.

Pipeline Project Gx

DUCK CURVE

Energy Roll-out Strategy

Energy Roll-Out Strategy Towards Baseload/Peak Power

Pipeline in Transmission (Tx)

We are targeting 2 of the biggest EPC contractors in Transmission and Distribution in Namibia. The transmission masterplan is estimated to be over N$5 Billion.

There is also vast opportunity in getting into a Public Private Partnership (PPP) agreement with NamPower for financing transmission projects in construction of new or upgrading the existing transmission lines.

By 2022, NamPower is required to upgrade to a higher voltage, which requires a capital of

N$7 Billion.

Pipeline Project Tx

Pipeline in Distribution

(Dx)

Opportunities are abound in working alongside utilities such as REDs and NamPower in a Public Private Partnership. Electrification rate is expected to reach 50% by 2020; the required capital to realise this goal is N$200 million over the next 2 years.

We also aim to provide off grid solutions to consumers further away from the national grid.

Net Metering

Under the recently approved Net Metering regulation, residential, public institutions and commercial customers can generate their own electricity using technologies such as roof-top based solar panels, wind generation and biomass to offset part of their conventional electricity requirements.

Micro/Mini Grid

Central generation for a community who are far away from the national grid. Opportunity for ANIREP to get into direct agreement with multiple people with in a community to sell power by setting up a micro/mini grid.

Pipeline Project Dx

Project Acquisition Timeline

Viable Asset Acquisition Timeline

0%- ANIREP is interested

10%- Initial Interaction with Project owner

20%-Project owner willing to engage further after ANIREP fund raising

30%ANIREP already has obtained documentations of the project.

40%-ANIREP has exclusivity

50%-Due diligence of project done by technical Manager (RE Manager JV)

60%-Due diligence done by investment Manager (Tulive Private Equity)

70%- Negotiations done with project owner

80%-Approved by investment committee

90%-Approved by board of directors

100%-Approved by shareholders

Note: ANIREP intends to raise more capital after deploying the initial capital.

INITIAL YEAR OF REVENUE

STAGE

TARGET GROSS IRR

From Year 4

Development Project

20-25%

FINANCIAL

From Year 2

Construction Project

17.5-22%

From Year 1

15-20%

Operating Asset

Conservative Estimates

FINANCIALS

FINANCIALS

RETURN ON EQUITY

CONSOLIDATED IRR

ANIREP'S IRR

ACQUISITION TARGET IRR

Company Costs

Pre Listing Operating Costs

Post Listing Operating Costs

2020 figures are calculated based on 6% inflation rate.

These fees are variable in nature, and depend on the capital raised and invested into Viable Assets. The fees quoted assume the successful raising of N$250 million. In the event of a smaller raising, the variable fees would be reduced in line with the amount raised in the Private Placement.

Share Capital

SHARE CAPITAL

Amount: The subscription amount that, in the opinion of the Directors, must be raised by the Private Placement is N$ 250 000 000 or more.

The minimum subscription amount is N$50 000 000, which is viewed by the Board as the minimum ticket amount for which a single successful Viable Asset can be acquired. 


Oversubscription: The board shall determine an appropriate allocation mechanism. The allocation mechanism might include issuing more shares from authorised pool (100,000,000 shares) as deemed necessary.

Private Placement

Private Placement

ANIREP's Industry Classification Benchmark (ICB)

Industry: 7000 Utilities

Super Sector: 7500 Utilities

Sector: 7530 Electricity

Sub sector: 7537 Alternative Electricity

LISTING

TIMELINE

LISTING

TIMELINE

Project Conceptualization

Listing of ANIREP on NSX

Company Incorporation

Event

Closing Date

September 19 2018

March 8 2018

April 17

2019

April 30

2019

November 2017

THANK YOU!!

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