CALL FOR EXPRESSION OF INTEREST

Transcription

1 CALL FOR EXPRESSION OF INTEREST FOR FIRST PHASE OF NOOR MIDELT COMPLEX DEVELOPMENT PROJECT(S), IN THE FRAMEWORK OF THE MOROCCAN SOLAR PLAN, NOOR December 31, 2015

2 CONTENTS 1. INTRODUCTION BACKGROUND ON NOOR MIDELT PHASE I Hybrid CSP - PV technology: an optimal solution for NOOR Midelt Phase I Erreur! Signet non défini Overview of the NOOR M Projects... Erreur! Signet non défini. a- Localization and information on the site... 4 b- Scope and preliminary structure of the projects... 5 c- Process and indicative timeline CALL FOR EXPRESSION OF INTEREST ANNEX - QUESTIONNAIRE... 9 Confidential NOOR MIDELT PHASE I 2

3 1. INTRODUCTION Promoting a sustainable development to preserve the environment while facing an increasing power demand, Morocco adopted an ambitious and voluntarist energy strategy aiming to reach 42% of renewable energy in its energy mix by 2020 and to further increase to 52% by An attractive legal and institutional framework was set-up to achieve these objectives and integrated national plans have been rolled-out for both solar and wind power. It has recently been further adjusted to enable the implementation of a global and integrated approach in terms of renewable energy, relying on an enhanced cooperation between the national utility company ONEE (Office National de l Electricité et de l Eau Potable) and Masen, and an extended scope for Masen to cover all renewable energy, in particular solar, wind and hydro power. As a reminder, the Moroccan solar plan NOOR (the NOOR plan ) with its target of a minimum of MW by 2020 is expected to generate investments worth more than $ 9 bn and to allow for annual savings of green-house gas (GHG) emissions equivalent to 3.7 million tons of carbon dioxide. Masen,a dedicated public entity, was created by law in 2010 to implement the NOOR plan and value the solar resources in every aspect initially, catalysing the development of a local solar ecosystem. Beyond power production through integrated and well-structured projects, Masen aims at i) endowing the country with competitive industrial capabilities to generate added-value, ii) developing R&D mainly to serve industrial companies, iii) promoting specialized training and iv) contributing to local development of the implementation areas of the projects. To reach these goals, Masen is acting as to increase the visibility on the framework and the overall environment of the development of these projects to the various stakeholders. This approach is operationalized through clear, effective and timely international competitive bidding processes with an underlying optimized risk allocation, including provision of available data on the sites and provision of needed infrastructures. It may extend to the supply of the financing of the project(s) (as for the four projects already being developed within the NOOR Ouarzazate complex). Relying on complementary solar technologies to implement the NOOR Plan, Masen is combining CSP and PV technologies to provide, on a case by case basis, the best answer to identified needs while optimizing the overall cost of the kilowatthour and maximizing synergies. This approach includes using CSP technology with storage to offer a significant flexibility through very largescale dispatchable plants to better meet peak hours demand (after sunset) and PV technology to offer tailored solutions for specific needs through mid and large-sized plants. NOOR Ouarzazate, the first solar complex developed by Masen with a capacity of ~580 MW, comprises a mix of CSP and PV projects. The CSP phases were launched first, namely due to the Confidential NOOR MIDELT PHASE I 3

4 construction duration and consist of 3 CSP projects under an independent power production (IPP) scheme covering the design, financing, construction, operation and maintenance of the plants. The first project, NOOR O I, is a CSP trough of 160 MW with 3 hours of storage, to be commissioned shortly. The two other projects, NOOR O II (CSP trough of 200 MW with 8 hours of storage) and NOOR O III (CSP tower of 150 MW with 8 hours of storage) are financially closed (commissioning is expected by 2017). First phase of PV projects was launched in 2015 and consists of the design, financing, construction, operation and maintenance of plants under an IPP scheme with an aggregate capacity of ~170 MW. This program, for which prequalification results have been released in December 2015 together with the issuance of the request for proposal documents, includes three projects: NOOR Ouarzazate IV, NOOR Laayoune and NOOR Boujdour. In parallel to the development of this PV phase, an additional solar complex near the city of Midelt in Morocco would be implemented in multiple phases. This call for expression of interest (the Call for EoI ) relates to its first phase (the NOOR Midelt Phase I ) covering one or more projects expected to be developed under an IPP scheme with hybrid CSP-PV technology and an installed capacity of around 400 MW per plant, as detailed hereafter. This Call for EoI is intended to provide interested parties with a brief background on NOOR Midelt Phase I and give them the opportunity to share their experiences and views in accordance with the attached questionnaire. 2. OVERVIEW OF NOOR MIDELT PHASE I 2.1. Hybrid CSP-PV technology foreseen One or more solar power plants with an installed capacity around 400 MW each and hybrid technology, CSP with storage and PV, are contemplated for the NOOR Midelt Phase I projects (the NOOR M Projects ) to optimize the operating mode of the plants. A full time connected capacity (adding CSP and PV simultaneously connected) of around 400 MW is expected in aggregate for NOOR M Projects, regardless of the installed capacity per project. Such configuration is foreseen in order to increase the electricity availability after sunset while providing a low-cost solution for daytime generation. In addition to the above, Masen intends, through the deployment of the NOOR Midelt complex, to further develop a competitive and sustainable solar socio-economic sector in Morocco by increasing local solar expertise and industrial capabilities and to catalyze the improvement of the living conditions within the ex-centered implementation area. This key objective is supported by a framework set-up by Morocco providing all needed visibility for ambitious action by the private sector in the best conditions. Confidential NOOR MIDELT PHASE I 4

5 In this context, the establishment of manufacturing units for some key components are currently under analysis (PV modules, CSP mirrors ) in order to supply the NOOR M Projects. All stakeholders are invited to fully explore the opportunities to successfully achieve the highest level of local integration and to propose relevant measures in this respect Localization and information on the site Various studies of the site were performed and will be made available to the pre-qualified bidders for a better knowledge of site characteristics. These studies cover, inter alia, solar measurements, topography, seismicity, geotechnical, water resources and environmental aspects and are briefly described in the above picture. Furthermore, a framework environmental and social impact assessment (FESIA) of the overall Midelt complex has been performed and will be made publicly available through Masen s website shortly Scope and preliminary structure of the projects NOOR M Projects will be developed through an IPP scheme covering the following scope: design, financing, construction, operation and maintenance of one or more solar power plants. The minimum functional specifications and other details will be provided at the request for proposal stage. Each plant is expected to be built, owned, operated and transferred by the selected bidder pursuant to a long-term PPA to be entered into between Masen and the project company (SPC) to be incorporated by the selected bidder. Masen will buy this electricity at the price offered by Confidential NOOR MIDELT PHASE I 5

6 the selected bidder and on-sell it to ONEE through a second PPA to be entered into between Masen and ONEE. Required land for the project will be made available to the SPC entitling the latter to a real right over this land. In addition to its roles as offtaker and land provider mentioned above, Masen will be providing the common infrastructures of the complex (roads, water, electricity, telecom, etc.) and associated services for optimal and coordinated site management. Management of such common infrastructures will be carried-out by Masen Services, a fullyowned subsidiary of Masen, in charge of the site s management and the operation and maintenance (O&M) of the associated infrastructures, ensuring the coordination with and between the developers. Masen may also hold a minority stake in the SPC and, as the case may be, in the dedicated O&M vehicle (through its fully owned subsidiary Masen Capital). Should Masen act as a minority shareholder of the SPC and/or the O&M vehicle, it would expect to benefit, inter alia, from a put option (to ensure that the construction risk is kept at the level of the selected bidder), veto rights on key decisions (to protect its minority shareholder position), a first-ranking pre-emption right and a call option (covering change of control and default cases, amongst others) or a tag-along right. As financing is part of the abovementioned IPP scope, the bidders shall be ready to mobilize commercial debt. However, one of the options explored by Masen at this stage is to act as sole lender on all or part of the NOOR M Projects, on-lending concessional financing from International Financing Institutions. Should Masen act as sole lender, it would expect the selected bidder to provide, inter alia, in addition to standard security package and a solid financial model, liquid guarantees until completion (final commercial operation date) from an entity with appropriate credit rating to cover among others (i) base equity investment, (ii) cost overruns undertaking, (iii) a minimum level of debt service coverage ratio restored at completion, and (iv) a strong completion support in particular under an EPC lump sum turnkey contract for each project and relevant support from sponsors (including top-up LCs from sponsors/banks with appropriate rating) Process and indicative timeline The selection process of the developer(s) of the NOOR M Projects is contemplated to be pursued through an international bidding competition with a request for pre-qualification (RfQ) phase, once the Call for EoI is completed, followed by a two stages request for proposal (RfP) phase. The expected indicative timeline is the following: Confidential NOOR MIDELT PHASE I 6

7 Launch of the CEoI Issuance of the RfQ document Issuance of the RfP1 document Issuance of the RfP2 document Award Financial close Q Q1/Q Q Q Q3/Q Q / Q CALL FOR EXPRESSION OF INTEREST Masen is inviting companies, with strong financial capabilities and significant CSP and PV experiences, interested in participating to all or part of the aforementioned NOOR Midelt Projects to express their interest by submitting the attached questionnaire duly filled-in together with supporting documents referred to therein (as well as any information deemed appropriate) on Masen s electronic platform ( and in accordance with Masen s e-tendering rules 1 by February 1, 2016 at 10:00 AM Moroccan Time at the latest. The questionnaire and attached documents submitted by the companies will be treated on a confidential basis. A non-disclosure agreement can be signed should the interested party deem it necessary for more comfort in this respect. 1 This e-tendering process offers guarantees as to traceability, confidentiality and security for the access, processing and storage of documents and information provided for by the applicants. Prior to submission, the applicants shall connect to the dedicated page of Masen s website ( to register and create a user account. Once this account is created, its access is restricted exclusively to the sole persons habilitated by the applicant. The electronic platform will make available to the applicant the following functions: - access and download of the Call for EoI and related documents; - submission by the applicant of requested documents; - secured deposit of the documents and electronic files; - possibility to send s, through a secured electronic mail, with acknowledgment of receipt; - possibility to receive a dated acknowledgment of receipt of the documents transmitted. The applicants may modify the documents uploaded until the deadline for submission. However, once the deadline for submission is expired, the documents cannot be modified anymore. A guide of utilization is available (in French) on Masen s e-tendering platform and a hotline is available on 24 hours 7 days a week at the following number: for any further assistance. Confidential NOOR MIDELT PHASE I 7

8 DISCLAIMER This document is intended to provide interested parties with a brief background on the first phase of the NOOR Midelt complex to be launched by Masen in the frame of the NOOR Plan. The information provided herein is presented for information purposes only and does not constitute an offer. No representation or warranty, expressed or implied is made, or responsibility of any kind is or will be accepted by Masen with respect to the accuracy and completeness of this document. The information contained in this document may be amended or replaced by Masen at any time, without giving any prior notice, or providing any reason. Any liability in connection with the use by any recipient of the information contained in this document is hereby disclaimed. For the sake of clarity, Masen does not undertake and will not be obliged to take into consideration any information collected for the purposes of the pre-qualification/tender process to be launched in connection with its projects. This document is strictly confidential and may not be communicated or reproduced, in whole or in part, to any third party without the prior written consent of Masen. Confidential NOOR MIDELT PHASE I 8

9 4. ANNEX - QUESTIONNAIRE Please refer to the attached document and related excel file. Confidential NOOR MIDELT PHASE I 9