Acquisition agreement amended

RNS Number : 1455J

Drax Group PLC

03 December 2018

 

3 December 2018

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Drax Group plc

(Symbol: DRX)

Acquisition agreement amended to mitigate risk to 2019 capacity payments

Drax today announces that it has reached agreement with Iberdrola on revised terms for the acquisition of Scottish Power's portfolio of pumped storage, hydro and gas-fired generation (the "Portfolio") at the previously agreed price of £702 million in cash (the "Acquisition"), subject to Drax shareholder approval. The revised contractual arrangements are designed to mitigate the risk to 2019 capacity payments arising from the recent suspension of the Capacity Market.

Commenting on today's announcement Will Gardiner, Chief Executive Officer of Drax Group, said:

"The strategic merits of this acquisition remain unchanged and the Board believes there is a compelling logic in our move to add further flexible sources of power to our offering, which will accelerate our ability to deliver our strategic vision of a lower-carbon, lower-cost energy future for the UK.

"The capacity market is a central pillar of the UK's energy policy and ensures security of supply while minimising costs to consumers. The Government has stated it is working closely with the European Commission to aid their investigation and to reinstate the full capacity market regime, including existing agreements, as soon as possible.

"To mitigate the risk that capacity payments take time to be restored, we have agreed revised terms which provide protection in 2019. Beyond 2019, while reinstatement of the Capacity Market is the most likely outcome, we considered other outcomes, the more plausible of which would still deliver returns in excess of Drax's weighted average cost of capital.

"The acquisition makes financial and strategic sense, delivering material value to our shareholders through long-term earnings and attractive returns."

Capacity Market

On 15 November 2018, the General Court of the European Union issued a ruling annulling the European Commission's 2014 decision not to undertake a more detailed investigation of the UK Government's scheme establishing the Capacity Market (the "Ruling"). The Ruling imposed a "standstill period" while the European Commission completes a further state aid investigation into the Capacity Market. Payments to generators scheduled under existing capacity agreements and the holding of future capacity auctions have been suspended.

Contracted capacity payments make up a significant proportion of the earnings of the Portfolio. For the period from 1 January 2019 to 30 September 2022, the Cruachan pumped storage hydro asset has contracted capacity payments of £29 million, the Galloway run-of-river hydro assets have contracted capacity payments of £5m million, and the Combined Cycle Gas Turbine assets have contracted capacity payments of £122 million in aggregate.

Drax notes the UK Government's statement in response to the Ruling that it is working closely with the European Commission to aid their investigation and to seek a timely state aid re-approval decision for the Capacity Market. The UK Government also confirmed that the Ruling does not change its belief that Capacity Market auctions are the most appropriate way to deliver secure electricity supplies at the lowest cost and that the Ruling was decided on procedural grounds and did not constitute a direct challenge to the design of the Capacity Market itself.

Based on the information available and legal advice it has received, Drax believes that the most likely outcome is that the European Commission will re-approve the existing Capacity Market in its current or a broadly similar form.

Despite the above, Drax recognises there is some uncertainty whether the contracted capacity payments for the 2018/19 Capacity Market year, which are currently suspended, will be paid by the UK Government. To mitigate the risk that these payments are not received for the 2018/19 Capacity Market year, Drax has agreed with Iberdrola certain amendments to the agreement signed on 16 October 2018.

Arrangements with Iberdrola in respect of 2018/19 capacity payments

Drax and Iberdrola have agreed a risk sharing mechanism in respect of capacity payments for the period 1 January 2019 to 30 September 2019, worth £36 million. If less than 100% of these payments are received and the gross profit of the Portfolio for the full year 2019 (the "2019 Gross Profit") is lower than expected, Drax will receive a payment from Iberdrola of up to £26 million. The mechanism also gives Iberdrola the opportunity to earn an upside of up to £26 million if less than 100% of these payments are received but the Portfolio performs better than expected in 2019⁽¹⁾.

Under these arrangements, if less than 100% of these capacity payments are received:

A.  Iberdrola will make a payment to Drax if the 2019 Gross Profit is less than £155 million. The payment will be an amount equal to 72% of any shortfall in the 2019 Gross Profit below £155 million. The amount of the payment is capped at the lower of the amount in respect of capacity payments due to the Portfolio but not received and £26 million; and

B.  Drax will make a payment to Iberdrola if the 2019 Gross Profit is more than £165 million. The payment will be an amount equal to 72% of any amount by which the 2019 Gross Profit exceeds £165 million. The amount of the payment is capped at the lower of the amount in respect of capacity payments due to the Portfolio but not received by Drax and £26 million.

If subsequently Drax receives any capacity payments in respect of the period 1 January 2019 to 30 September 2019, Drax will pay 72% of those amounts to Iberdrola capped at the amount paid by Iberdrola to Drax under the mechanism above.

Drax and Iberdrola have agreed that capacity payments due to the Portfolio in respect of the period before completion will be passed through to Iberdrola.

Any payments pursuant to the arrangements with Iberdrola will be cash adjustments to the consideration and not included in EBITDA⁽²⁾.

Benefits of the acquisition

Based on Drax's expectations of the position that is most likely to be achieved in relation to the Capacity Market following the Ruling, Drax believes the Acquisition represents an attractive opportunity to create significant value for shareholders and is expected to deliver returns significantly in excess of Drax's weighted average cost of capital.

Drax has considered other possible outcomes for the Capacity Market which are less likely but may ensue and if they did the financial effects of the Acquisition may be adversely affected. 

Drax believes that if the more plausible of these outcomes were to ensue the returns from the Acquisition would still be in excess of the Drax's weighted average cost of capital.

Drax has not attempted to quantify the effect if the less plausible of these other outcomes were to ensue - if there were no Capacity Market or similar mechanism or if significant structural changes were made to the Capacity Market. Drax sees these as a remote possibility and notes that in those circumstances it believes the loss or reduction of capacity payments could be mitigated by increases in wholesale power prices.

The Acquisition strengthens Drax's ability to pay a growing and sustainable dividend. Drax remains committed to its capital allocation policy and to its current £50 million share buy-back programme, with £42 million of shares purchased to date.

2019 profit forecast

Based on recent power and commodity prices and assuming that all contracted capacity payments are received, the Portfolio is expected to generate EBITDA in 2019 in a range of £90 million to £110 million, from gross profits of £155 million to £175 million, of which around two thirds is expected to come from non-commodity market sources, including system support services, capacity payments, ROCs⁽³⁾ and the Daldowie energy-from-waste plant.

If, in light of the Ruling, the contracted capacity payments payable in 2019 in respect of the Portfolio are not received or accrued in 2019, the expected EBITDA for the Portfolio in 2019 would be reduced by up to £47 million (from a range of £90 million to £110 million) down to a range of £43 million to £63 million before considering mitigating factors. Drax believes that the arrangements agreed with Iberdrola mitigate in economic terms the majority of the risk that those suspended capacity payments will not be paid.

Assuming performance in line with current expectations and if all capacity payments due in 2019 are received before the end of 2019, net debt to EBITDA is expected to fall to Drax's long-term target of around 2x by the end of 2019. If capacity payments are not received in 2019, net debt to EBITDA is expected to fall to around 2x during 2020.

Drax current trading and 2018 outlook

Following the Ruling, £7 million of contracted capacity payments relating to 2018, principally in relation to Drax's remaining two coal-fired units, will not be paid as and when expected. Taking this into account, and following Drax's recent good trading performance and assuming continued good operational availability for the remainder of the year, Drax's full year EBITDA outlook remains in line with previous expectations, with net debt to EBITDA expected to be around 1.5x for the full year, excluding the impact of the Acquisition.

Process

On 1 November 2018, the Competition and Markets Authority informed Drax that it had no further questions in connection with the proposed Acquisition at that stage, which resulted in the competition condition under the Acquisition agreement being satisfied. Completion of the Acquisition is therefore currently expected to occur on 31 December 2018 assuming that the shareholder approval condition is satisfied by that date.

A combined shareholder circular and notice of general meeting containing the unanimous recommendation of the Board to approve the Acquisition will be posted as soon as practicable.

Other matters

Drax expects to announce its full year results for the year ending 31 December 2018 on 26 February 2019.

Notes

(1)   Arrangements with Iberdrola in respect of 2018/19 capacity payments - only applicable if less than 100% of these capacity payments are received. Any payments pursuant to the arrangements with Iberdrola will be cash adjustments to the consideration and not included in EBITDA.

Implied EBITDA is included in the table for reference only and is not a metric included in the mechanism, which is based on gross profit.

The amount of the payment is capped at the lower of the amount in respect of capacity payments due to the Portfolio but not received by Drax and £26 million.

2019 Gross Profit £m	Implied EBITDA based on 2019 Gross Profit £m	Payment made to / (by) Drax capped at £26m £m*
119 or lower	54 or lower	26
129	64	19
139	74	12
149	84	4
155	90	0
165	100	0
175	110	(7)
185	120	(14)
195	130	(22)
201 or higher	136 or higher	(26)

*Payment made to / (by) Drax will be classified as a cash adjustment to the consideration rather than as gross profit.

(2)   EBITDA means earnings before interest, tax, depreciation, amortisation, unrealised profits and losses on derivative contracts and material or one-off items that do not reflect the underlying trading performance of the business. 2019 EBITDA is stated before any allocation of Group overheads.

(3)   Renewable Obligation Certificates.

Enquiries:

Drax Investor Relations: Mark Strafford

[phone]

[phone]

Media:

Drax External Communications:

Matt Willey

[phone]

Ali Lewis

[phone]

J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker):

[phone]

Robert Constant

Jeanette Smits van Oyen

Carsten Woehrn

Royal Bank of Canada (Joint Corporate Broker):

[phone]

James Agnew

Jonathan Hardy

 

END

 

 

AGRFLLLBVLFZFBE