Zorlu Enerji. Bloomberg: ZOREN TI OUTPERFORM. Reuters: ZOREN IS. Equity / Mid Cap. / Utilities. Company Update. Upside Potential* 25% 09/04/2013

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1 Equity / Mid Cap. / Utilities Zorlu Enerji Bloomberg: ZOREN TI Reuters: ZOREN IS A new chapter with new assets *excludes dividend yield Better off after the asset swap, OUTPERFORM reiterated. In late Stock Data TRY US$ December 2012, Zorlu Enerji acquired 100% stake at Zorlu Dogal Electricity Generation for TL229mn (US$128mn) from its major shareholder Zorlu Price at Holding and transferred its stake at Rosmiks to Zorlu Holding for US$25K. 12-Month Target Price Thus, Zorlu Enerji transferred an indebted and partially operational asset Mcap (mn) back to the parent, and acquired a higher margin and operational asset Float Mcap (mn) portfolio consisting of HEPPs and a geothermal power plant. The company s No. of Shares Outstanding 500 mn net debt position decreased by TL952mn to TL1.4bn as of December 12 after Free Float (%) the asset swap. We have revised our valuation after the announcement of 2012FY financials and after getting more detailed information regarding Avg.Daily Volume (3M, mn) company s business plans. Thus, we reiterate our OUTPERFORM recommendation with a revised 12-mth target price of TL2.09, implying a Market Data TRY return potential of 25%. ISE ,347 New assets to boost EBITDA in We will see the full impact of high US$ Spot Rate margin Zorlu Dogal (143MW) in 2013 financials. In addition, Jhampir wind US$ 12-Month Forw ard power plant in Pakistan with an installed capacity of 56.4MW is planned to come on stream by 2H13, which is expected to boost Zorlu Enerji s EBITDA to TL152mn in Furthermore, the additional capacity of Zorlu Dogal will Price Performance (%) 1 Mn 3 Mn 12 Mn have an additional positive contribution on the financials in TRY Solid steps towards capacity expansion. Zorlu Enerji has a target installed capacity of 2GW in the mid term. The Company is on the edge to close the financing of Sami Soydan HEPP with a capacity of 124MW and it has signed the agreement for water usage of Tirebolu HEPP (30MW) project, which is at the licensing stage. In addition, the financing of Alasehir geothermal power plant with a 30MW installed capacity is about to be closed soon. On top of these, the 110MW extension for Rotor WPP to 245MW and 100MW Solad NGPP investment are on the agenda. We haven't included these projects in our target price calculation since the financing has not been closed yet. As an investor in Israel, may benefit from normalized Turkey - Israel relations. Repair of relationship between Israel and Turkey is a positive for Zorlu Enerji with on-going NGPP investments in Israel. In addition, Zorlu group is cited among the interested parties to invest in the transportation of NG from Israel to Turkey, through a pipeline. Since the project is at a very early stage, it is not possible to quantify potential impacts on Zorlu Enerji. Diversified and healthier investment portfolio in high growth markets. Zorlu Enerji has power plant investments in Turkey, Israel and Pakistan. In all three countries, private sector investments are needed to avoid a supply shortage in the upcoming years. Rosmiks debt still on the balance sheet despite the asset sale. The company still carries TL1,847mn of long term financial debt related to Rosmiks BV, but booked a same amount under long term receivables from the parent company, to be paid until 2026YE in quarterly installments. Thus, the financial debt related to Rosmiks BV does not have any impact on the net debt position. Sensitive to the changes in electricity tariffs and natural gas prices. The company s margins are vulnerable to the changes in electricity and natural gas prices. However, Zorlu Enerji increased the renewables share in its portfolio to 34% from 22% with the acquisition of Zorlu Dogal. Delays, cost overruns and regulatory changes related to new investments. As was witnessed with the Rosmiks investment, delays, cost overruns and regulatory changes are the major risk factors, especially for the projects conducted abroad. Company Update OUTPERFORM Upside Potential* 25% US$ Relative to ISE Price / Relative Price TRY 09/04/2013 Relative ZOREN Relative to ISE Week Range (Close TRY) Asli Ozata Kumbaraci Başak Dinckoc Please refer to important disclaimer at the end of this report. 1

2 Summary of Key Financials (TL mn) Income Statement (TL mn) 2011A* 2012A* 2013E 2014E 2015E Revenues EBITDA Depreciation & Amortisation EBIT (44) (52) Other income (expense), net (1) Financial expenses, net (470) (147) (56) (77) (71) Minority Interests (65) (17) Income before tax (515) Taxation on Income 10 (10) (0) (10) (12) Net income (407) Cash Flow Statement (TL mn) Net Income (407) Depreciation & Amortisation Indemnity Provisions Change in Working Capital 316 (10) (61) (7) 4 Cash Flow from Operations (25) Capital Expenditure 412 (260) Free Cash Flow (437) 914 (236) Rights Issue Dividends Paid Other Cash Inflow (Outflow ) (114) (445) 36 (45) 67 Change in net cash (551) 470 (199) Net Cash (1,915) (1,446) (1,670) (1,614) (1,537) Balance Sheet (TL mn) Tangible Fixed Assets 2,465 1,173 1,351 1,352 1,388 Other Long Term Assets 286 2,192 2,077 2,014 1,867 Intangibles Goodw ill Long-term financial assets Inventories Trade receivables Cash & equivalents Other current assets Total assets 3,410 4,984 4,989 4,896 4,736 Long-term debt 1,493 1,775 1,812 1,673 1,546 Other long-term liabilities 1,083 1, Short-term debt ,040 1,145 1,126 Trade payables Total Debt 2,097 2,667 2,852 2,817 2,672 Other short-term liabilities Total liabilities 3,541 4,406 4,408 4,227 3,956 Minority Interest Total equity (135) Paid-in capital Total liabilities & equity 3,410 4,984 4,989 4,896 4,736 Ratios ROE (%) ROIC (%) Invested Capital 2,507 4,089 2,136 2,144 2,177 Net debt/ebitda (x) Net debt/equity (%) Capex/Sales (%) Capex/Depreciation (x) EBITDA Margin EBIT Margin Net Margin Valuation Metrics EV/Sales (x) 5.3x 5.8x 3.6x 3.0x 3.0x EV/EBITDA (x) 103.1x 136.9x 15.0x 9.3x 9.2x EV/IC (x) 0.9x 0.7x 1.1x 1.1x 1.0x P/E (x) n.a 0.9x n.a 9.5x 7.4x FCF yield (%) -71% 179% -29% 10% 10% Dividend yield (%) 0% 0% 0.0% 0.0% 0% *based on average Mcap during the year 2

3 The Asset Portfolio after the Reshuffle Generation capacity has reached 771MW as of 2012YE. Zorlu Enerji currently operates five natural gas fired power plants with a total installed capacity of 493MW of electricity and 269tons/hr of steam, Rotor wind farm with a total installed capacity of 135MW, and Zorlu Dogal with a total installed capacity of 143MW in Turkey. Besides Turkey, the company has on-going investments in Israel and Pakistan. Electricity markets in these countries are somewhat similar to the Turkish Electricity Market such as: Strong demand growth Substantial need for foreign private investments considering expected supply shortages in the upcoming years. Regulated markets with state control on both electricity generation and distribution. Water and Power Development Authority (WAPDA) and Karachi Electricity Supply Corporation (KESC) control the electricity sector in Pakistan. The National Electric Power Regulatory Authority determines electricity tariff, licensing, investment programs in Pakistan. On Israel s side, Israel Electric Corporation (a wholly own by state) builds, maintains and operates power generation stations, as well as the transmission and distribution networks. Figure 1: Zorlu Enerji s Installed Capacity Project Location Capacity (MW) Capacity (Steam) Type Status Zorlu Enerji's stake Exisiting NGPPs Turkey tons/hr NG Operational 100% Rotor Turkey 135 Wind Operational 96.73% ZDUAS Turkey Source: Company, * IS Investment estimates HEPP+ Geo.+Diesel Operational 100% Dorad Israel 800 NG To be online in 2014* 25% Ashdod Israel tons/hr NG To be online in 2015* 42.15% Ramat Negev Israel tons/hr NG To be online in 2015* 42.15% Jhampir Pakistan 56.4 Wind To be online in 2H13* 100% New Projects in the Pipeline The financing of three new projects to be finalized soon. Zorlu Enerji targets to increase its installed capacity to 2GW in the mid term. The financing of Sami Soydan HEPP with a capacity of 124MW and Alasehir geothermal power plant with a capacity of 30MW is about to be closed soon. The company has signed the agreement for water usage of Tirebolu HEPP (30 MW) project, which is on the licensing stage. Moreover, the 110MW capacity addition for Rotor WPP to 245MW and 100MW Solad NGPP are on the agenda. We haven't included these projects in our target price calculation since the financing has not been closed yet. Figure 2: Planned Investments Project Location Capacity (MW) Capacity (Steam) Type Sami Soydan Turkey 124 HEPP Alasehir Turkey 30 Geothermal Rotor Turkey 110 Wind Tirebolu Turkey 30 HEPP Solad Israel tons/hr NG Source: Company 3

4 Revised SOTP Valuation We have slightly revised our target price for Zorlu Enerji to TL2.09/share from TL2.13/share while maintaining our OUTPERFORM rating. We value the company based on sum of the parts analysis, which includes DCF based target valuations for its domestic operations and its Israel and Pakistan operations. The SOTP valuation offers 25% upside potential. Figure 3: Zorlu Enerji s SOTP Valuation Zorlu Enerji Net Asset Value ($mn) Domestic Operations Target Value Stake Participated EV Zorlu Enerji Elektrik % 183 Rotor Wind Farm % 325 ZDUAS % 610 International Operations Dorad Energy- Israel* % 104 Ashdod* 33 42% 14 Ramat* 95 42% 40 Jhampir- Pakistan % 125 Net Cash / (Debt)-12** -813 Target Mcap (US$ mn) 586 * Equity Value, **Consolidated Figure 4: Peer Comparison Analysis Energy Bloomberg Estimates Company EV/Sales EV/EBITDA P/E Ticker 2013E 2014E 2013E 2014E 2013E 2014E AKENR TI Equity AKENERJI ELEKTRI * * * * * 32.2 AKSEN TI Equity AKSA ENERJI URET * * * * * * ZOREN TI Equity ZORLU ENERJI ELE * * * * n.a n.a 9.5* CEZ CP Equity CEZ AS RWE GR Equity RWE AG PGE PW Equity PGE SA VER AV Equity VERBUND AG ENA PW Equity ENEA ELE SM Equity ENDESA ENEL IM Equity ENEL SPA OGKD RU Equity E.ON RUSSIA JSC n.a n.a n.a n.a n.a n.a OGKE RM Equity ENEL OGK-5 OJSC ELPL6 BZ Equity ELETROPAUL-PRF B n.a n.a n.a n.a n.a n.a LIGT3 BZ Equity LIGHT SA EDF FP Equity EDF IBE SM Equity IBERDROLA SA *Is Investment Estimates EnergyVLOOKUP Median -All Companies EnergyVLOOKUP2 Median -Turkey * * * * * * EnergyVLOOKUP3 Median -Other Countries Turkey's discount premium 247% 129% 179% 160% 110% 118% Source:Bloomberg 4

5 Domestic Operations Natural Gas based Power Plants The current installed capacity of the five natural gas based power plants is 493MW of electricity and 269 tons/hr of steam. We believe that these plants provide an advantage for the company in bilateral agreements due to their favorable configuration. The NGPPs can be activated or halted depending on the market conditions. This means that if the spot prices are low, the company can easily halt its production and can purchase electricity from the system instead of producing and sell it to its customers at higher prices. We have used a US$ denominated DCF model to value Zorlu Enerji s domestic natural gas fired power plants and reached a target value of US$183mn based on the following assumptions: Electricity Generation: We assume that the company will generate 1.6bn kwh of electricity with a CUR of 38% and sell a total of 2.5bn of electricity including electricity trading activities. Recall that natural gas price increased by 30% YoY on average in 2012, exceeding the increase (14% YoY) in electricity tariffs, which had a harsh impact on margins of natural gas fired power plants. Therefore, the company prefers to trade, instead of generating electricity at high cost. Steam Generation: Zorlu Enerji generated 604K tons of steam through its cogeneration power plants in We kept the steam generation assumptions constant through our forecast horizon, which will bring an additional revenue of US$11mn p.a. Customer Breakdown: We believe that the company will place greater importance on bilateral agreements due to its favorable configuration, as a natural gas based power plant functioning in a liberalized electricity market. In line with the customer breakdown in 2012, we forecast 61% of the total generation to be sold via bilateral agreements and the rest (39%) through the spot market. We kept this ratio constant throughout our forecast period. Electricity and Natural Gas Price: We anticipate an electricity price of US$0.103/kWh for bilateral agreements after the discount on our TEDAS electricity tariff projections. Our spot electricity price estimate stands at US$0.0994/kWh. We expect natural gas price to be constant at US$0.409/m3. Operating Expenses: We project a constant operating expenses of US$0.027/kWh for the next 10 years. CAPEX: We foresee that the company will spend a maintenance capex of US$5mn in 2015 and WACC: We have used a risk free rate of 4.5%, with 5% equity risk premium and 0.88x stock beta and 1% of terminal growth. Also we have used the debt ratio on the consolidated balance sheet. Figure 5: DCF Summary of Zorlu Enerji s Existing NGPPs US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 5.9% 6.0% 6.2% 6.5% 6.6% 6.9% 7.1% 7.3% 7.5% 7.7% PV of DCF Sum of DCF 82 Terminal Grow th 1% Terminal Value 86 Total 183 Zorlu Enerji's share 183 5

6 Zorlu Dogal Electricity Generation In Dec 12 Zorlu Enerji acquired 100% stake at Zorlu Dogal for TL229mn (US$128mn) from its major shareholder Zorlu Holding and transferred its 100% stake at Rosmiks BV to Zorlu Holding for US$25K. Zorlu Enerji had acquired Ankara Dogal Electricity Generation from the PA in March 2008 with its US$510mn bid and changed the name into Zorlu Dogal Electricity Generation. Zorlu Enerji financed that deal by injecting US$40mn equity, while the remaining US$470mn was paid through long term financing. Zorlu Dogal Energy Generation has a total installed capacity of 142.6MW with seven hydro electric power plants (112.6MW), one geothermal power plant (15MW) and one non-operating diesel based power plant (15MW). Later in 2009, the company transferred its shares at Zorlu Dogal to Zorlu Holding within its efforts to restructure its balance sheet and reduce its consolidated debt position. We have used a US$ denominated DCF model and reached a target value of US$610mn based on the following assumptions: Electricity Generation: We estimate that HEPPs in the portfolio to operate at a CUR of 32% while the geothermal power plant s CUR is projected at 75% levels. Note that the diesel based power plant is not operational. We foresee that the capacity of the geothermal power plant will be raised by 80MW by Thus, we expect 0.4bn kwh of total electricity sales volume in 2013 and increasing to 0.9bn kwh in 2014, with the contribution of the additional capacity. In addition, we envision the assets to be operational until Customer Breakdown: By mimicking the customer breakdown in 2012, we forecast that 61% of its sales volume will be sold via bilateral agreements and the rest through spot market for our forecast horizon. Electricity Price: We anticipate an electricity price of US$0.103/kWh for bilateral agreements. Our spot electricity price estimates stand at US$0.0994/kWh. Note that, the company will sell the generation from the additional capacity of the geothermal power plant at a guaranteed price of US$0.105/kWh for 10 years. Price guarantees are given by government to support renewable investments. Operating Expenses: We project a constant operating expenses of US$0.022/kWh for our forecast period. CAPEX: Total investment cost of the capacity increase was planned at US$220mn, 80% of which is debt financed. We foresee the company to spend US$120mn in WACC: We have taken risk free rate of 4.5% with 5% equity risk premium and 0.88x stock beta. We have changed our WACC assumption based on the debt ratio of the consolidated balance sheet. Figure 6: DCF Summary of Zorlu Dogal US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2038E Net Sales EBITDA EBITDA margin 77% 77% 77% 77% 77% 77% 77% 76% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 5.9% 6.0% 6.2% 6.5% 6.6% 6.9% 7.1% 7.1% 7.3% 8.3% PV of DCF Sum of DCF 610 Zorlu Enerji's share 610 6

7 Rotor Wind Power Generation Rotor Enerji in which Zorlu Enerji through its subsidiary Zorlu Wind Power Electricity Generation has a 96.73% stake, has a generation license for a wind power plant with an installed capacity of 135MW. Furthermore, the company applied for VER (Voluntary Emission Trading) certificates which is an another revenue source for the company. Rotor Enerji has two more licenses with 50MW and 60MW capacities. We didn't include these investments in our valuation since the financing has not been completed yet. We have used a US$ denominated DCF model and reached a target value of US$336mn and its contribution to Zorlu Enerji is computed as US$325mn based on the following assumptions: Electricity Generation: We estimate that the company will operate with a CUR of 30% and sell 0.33bn kwh of electricity per annum. We kept this assumption constant for the rest of our forecasted period. Carbon Credits: We penciled in an additional revenue of US$1mn p.a for the company related to carbon emission trading. Customer Breakdown: We forecast that the company will sell 61% of its sales volume by bilateral agreements and the rest via spot market for our forecast horizon. Electricity Price: We foresee an electricity price of US$0.103/kWh for bilateral agreements and US$0.0994/kWh for spot market and left it unchanged through out our forecast horizon. Operating Expenses: We project a constant operating expenses of US$0.02/kWh for our forecast period. CAPEX: We anticipate a maintenance expense of US$5mn in 2015 and WACC: We have taken risk free rate of 4.5% with 5% equity risk premium and 0.88x stock beta. We have changed our WACC calculation based on the changes of debt-to equity ratio in the upcoming years. Figure 7: DCF Summary of Rotor Wind Farm US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 79% 79% 79% 79% 79% 79% 79% 79% 79% 79% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 7.6% 7.8% 7.9% 8.1% 8.3% 8.5% 8.8% 8.9% 8.9% 8.9% PV of DCF Sum of DCF 163 Terminal Grow th 1% Terminal Value 145 Total 336 Zorlu Enerji's share 325 7

8 International Operations DORAD Energy Israel Zorlu Enerji was one of the first companies to enter the private energy sector in Israel. The company participated in Dorad Energy with a 25% stake. The other shareholders of Dorad Energy are U.Dori Group (18.75%), Ellat Ashkelon Infrastructure Services (37.5%), and Edelkom Ltd. (18.75%). Dorad Energy is currently working on the construction of a natural gas based power plant with a total capacity of 800MW, expected to be operational in It will be the largest private power plant in Israel, making up 6% of Israel s current installed capacity of 13,750MW. We have used a US$ denominated DCF model and reached a target value of US$414mn and its contribution to Zorlu Enerji s share is calculated as US$104mn based on the following assumptions: Electricity Generation: The power plant is estimated to become operational in 2014 with an actual production capacity of 6.7bn kwh of electricity. Albeit, according to the agreement between the company and the national grid, the power plant will be only active at peak hours and sell only 2bn kwh of electricity, which is kept constant through our forecast horizon. The national grid company will make a compensation payment for the difference. Electricity Price: We projected the electricity price to be around US$0.10/kWh through our projection period. As a part of the agreement between the company and the national grid, we have included an additional revenue of c.us$65mn from the national grid as a compensation payment for the electricity that it doesn't generate. Natural Gas Prices: According to the agreement between Dorad Energy and Delek Group & Noble Energy, we estimated a natural gas price of US$0.044/kWh for our forecast horizon. Operating Expenses: We project a constant operating expenses of US$0.015/kWh for our forecast period. CAPEX: Total investment cost of the project is US$1,040mn, of which 80% is debt financed. The investment had started back in 2011, we assume the company will spent US$290mn to complete the project in We project a maintenance capex of US$49.5mn in WACC: We have taken risk free rate of 4.5% with 7.5% equity risk premium (high equity risk premium due to political risk), cost of debt of 6% and 0.88x stock beta. We have changed our WACC calculation based on the changes of debt-to-equity ratio in the upcoming years. Figure 8: DCF Summary of Dorad Energy US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 55% 55% 55% 55% 55% 55% 55% 55% 55% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 6.8% 7.1% 7.4% 7.8% 8.3% 9.1% 10.2% 11.1% 11.1% 11.1% PV of DCF Sum of DCF 440 Terminal Grow th 1% Terminal Value 533 Estimated Net Debt -600 Total 414 Zorlu Enerji's share 104 8

9 Ashdod Energy Zorlu Energy has partnered with Israeli Edeltech Holding Ltd to construct a co-genation power station with an installed capacity of 55MW. The financing has been closed in August 12 and the project is expected to come on stream by Zorlu Enerji has a 42.15% stake in the partnership. We have used a US$ denominated DCF model and reached a target value of US$33mn and its contribution to Zorlu Enerji s share is calculated as US$14mn based on the following assumptions: Electricity Generation: The power plant is estimated to become operational in 2015 with an actual production capacity of 0.36bn kwh of electricity with a CUR of 80%. It is important to note that it is a cogeneration and it has a capacity to generate 40 tons/hr of steam. However, we included it to total generation volume. Electricity Price: Based on the company guidance, we projected an electricity price of US$0.11/kWh and we kept it constant in dollar terms in 2015 and later on. Natural Gas Prices: We anticipated a natural gas price of US$0.065/kWh for the project and maintained constant throughout the forecast period according to the agreement between the company and Delek Group and Noble Energy. Operating Expenses: We project a constant operating expenses of US$0.015/kWh for our forecast horizon. CAPEX: Total investment cost of the project is US$110mn, of which 80% is debt financed. We assume that the company will spent US$55mn in 2013 and US$22mn in WACC: We have taken risk free rate of 4.5% with 7.5% equity risk premium and 0.88x stock beta. We have changed our WACC calculation based on the changes of debt-toequity ratio in the upcoming years. Figure 9: DCF Summary of Ashdod Energy US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 25% 25% 25% 25% 25% 25% 25% 25% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 6.3% 6.3% 6.4% 6.4% 6.5% 6.6% 6.7% 6.9% 7.0% 7.1% PV of DCF Sum of DCF -22 Terminal Grow th 1% Terminal Value 78 Estimated Net Debt -26 Total 33 Zorlu Enerji's share 14 9

10 Ramat Negrev Energy Zorlu Energy has partnered with Israeli Edeltech Holding Ltd to construct a cogenation power station with an installed capacity of 120MW. The financing has been closed in August 12 and the project is expected to become operational by Zorlu Enerji has a 42.15% stake in the partnership. We have used a US$ denominated DCF model and reached a target value of US$95mn and its contribution to Zorlu Enerji s share is calculated as US$40mn based on the following assumptions: Electricity Generation: The power plant is estimated to become operational in 2015 with an actual production capacity of 0.80bn kwh of electricity with a CUR of 80%. This plant is also a cogeneration power plant and it has a capacity to produce 70 tons/hr of steam. We included its impact on the total generation volume. Electricity Price: We assumed an electricity price of US$0.12/kWh and we kept it constant in dollar terms in 2015 and later on. Natural Gas Prices: A natural gas price of US$0.07/kWh is estimated for the project and we kept it the same in dollar terms in forecast period. Operating Expenses: We project a constant operating expenses of US$0.015/kWh for our forecast horizon. CAPEX: Total investment cost of the project is US$235mn, of which 80% is debt financed. We assume that the company will spent US$118mn in 2013 and US$48mn in WACC: We have used a risk free rate of 4.5% with 7.5% equity risk premium and 0.88x stock beta. We have changed our WACC calculation based on the changes of debt-toequity ratio in the upcoming years. Figure 10: DCF Summary of Ramat Negrev Energy US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 27% 27% 27% 27% 27% 27% 27% 27% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 6.7% 6.7% 6.8% 6.9% 7.0% 7.1% 7.2% 7.3% 7.5% 7.6% PV of DCF Sum of DCF -33 Terminal Grow th 1% Terminal Value 174 Estimated Net Debt -56 Total 95 Zorlu Enerji's share 40 10

11 Jhampir - Pakistan Zorlu Energy signed a letter of intent with Pakistan Alternative Development Board to establish a wind power plant in Pakistan in Pakistan government offers purchase guarantees and bears the currency and interest rate risks as well to attract new investments. The initial project foresees a generation capacity of 56.4MW with an option to expand up to 300MW. The initial capacity of 56.4MW is expected to come on stream in 2H13. We have used a US$ denominated DCF model and reached a target value of US$125mn based on the following assumptions: Electricity Generation: The power plant is estimated to become operational in 2H13 with an actual production capacity of 0.16bn kwh of electricity with a CUR of 35%. We estimate the power plant will be operational until Electricity Price: Based on the company guidance, for the first 10 years, electricity prices will be elevated at US$0.18/kWh, yet it will drop to US$0.085/kWh for later on. Operating Expenses: We project a constant operating expenses of US$0.02/kWh in dollar terms for our forecast horizon. CAPEX: Total investment cost of the project is US$150mn. The company has already spent a total of US$105.4mn and the remaining US$44.6mn will be spend in WACC: We have taken risk free rate of 4.5% with 7.5% equity risk premium and 0.88x stock beta. We have changed our WACC calculation based on the changes of debt-toequity ratio in the upcoming years. Figure 11: DCF Summary of Jhampir US$mn 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Net Sales EBITDA EBITDA margin 88% 88% 88% 88% 88% 88% 88% 88% 88% 88% (-) Capex (-) Taxes on EBIT (-) Change in WC Free Cash Flow (FCF) WACC 8.3% 8.6% 9.0% 9.5% 10.1% 11.0% 11.1% 11.1% 11.1% 11.1% PV of DCF Sum of DCF 112 Zorlu Enerji's share

12 Financial Analysis Capacity Zorlu Enerji targets to have an installed capacity of 2 GW in the upcoming future. We project that the company s effective installed capacity, taking into account participation rates at assets not fully owned by the company, to tap to GW by 2015, once the ongoing investments are completed, a 53% increase over the current effective capacity at 771MW. We don't yet include planned investments with a total capacity of 394MW, for which financing have not been closed yet. Figure 12: Zorlu Enerji s Installed Capacity by Type (MW) E 2014E 2015E NG Wind Hydro Geothermal Diesel Figure 13: Zorlu Enerji s Installed Capacity by Country (MW) E 2014E 2015E Turkey Israel Pakistan 12

13 Generation and Revenues Turkey s electricity demand grew by 5% YoY in 2012 and is expected to increase by 7% YoY in The company s total sales volume reached 3,523mn kwh of electricity in 2012 compared to 2,781mn kwh of electricity in However, it is important to note that 718mn kwh of electricity sales in 2012 belongs to Rosmiks operations which was sold to Zorlu Holding as of December 12. If we exclude this amount, total sales volume merely increased by 1% YoY to 2,805mn kwh, of which 1,065mn kwh of came from electricity trading in We estimate the total sales volume will surge to 3,322mn kwh of electricity in 2013, including the full year contribution of Zorlu Dogal and half a year contribution of Jhampir WPP in Pakistan. We foresee that it will increase to 4,850mn kwh of electricity (adjusted for Zorlu Enerji s stake) in 2015 thanks to Zorlu Enerji s investments in Israel. Net sales (excluding Rosmiks operations) in 2012 increased by 20% YoY thanks to higher TEDAS prices and spot prices. TEDAS electricity prices increased to TLkr22.22/kWh in 2012 from TLkr19.42/kWh in 2011, while spot prices improved to TLkr14.97/kWh in 2012 from TLkr12.58/ kwh in We do not expect any price adjustments for We anticipate net sales of US$354mn in 2013 as a result of 3,322mn kwh of electricity sales volume. Figure 14: Zorlu Enerji s Sales Volume Breakdown (MW) 6,000 5,000 4,000 3,000 2,000 1, E 2014E 2015E Existing NGPPs Rotor ZDUAS Dorad Ashdod Ramat Jhampir Figure 15: Zorlu Enerji s Revenue Breakdown (US$mn) E 2014E 2015E Existing NGPPs Rotor ZDUAS Jhampir * Zorlu Enerji consolidates Dorad, Ashdod and Ramat Negrev via equity pick up method. 13

14 Gross Profit and EBITDA In 2012, Zorlu Enerji s gross margin was 1.7% as opposed to 3.1% in The main reason for the deterioration was natural gas price hikes exceeding the increase in electricity tariffs. In 2012, natural gas prices increased by 30% YoY on average, while the rise in electricity tariffs was 14% YoY during the same period, which had a harsh impact on margins of natural gas fired power plants. Correspondingly, its EBITDA contracted by 1.5% YoY in We estimate EBITDA to shoot up to US$84mn in 2013, mainly thanks to the contribution of ZDUAS, which operates at a high margin of 77%. ZDUAS is expected to the main contributor to 2013 EBITDA with a share of 37% Figure 16: Zorlu Enerji s EBITDA (US$mn) and EBITDA margin % 33% 33% 40% 30% 20% % 10% 0% % E 2014E 2015E Existing NGPPs Rotor ZDUAS Jhampir Margin Net Income Zorlu Enerji announced a net income of US$329mn in 2012 financials thanks to US$422mn oneoff asset sale gain, comparing favorably with a net loss of US$243mn in If we exclude the one-off gain, net income turns into a net loss of US$93mn in 2012 compared to the net loss of US$243mn in We project the company to announce a net income of US$2mn in 2013 and US$49mn in 2014, corresponding to 0.5% ROE and 1% ROIC for 2013 and 13.9% ROE and 5.5% ROIC for The main reason for the low ROIC is the large size investments to be undertaken. Figure 17: Zorlu Enerji s net income and net income margin (US$mn) Net Income Margin 114% % 15% 0% E 2014E 2015E 140% 120% 100% 80% 60% 40% 20% 0% -20% 14

15 Debt & Leverage Zorlu Enerji had a net debt position of TL1.4bn as of December 12 by taking into consideration the receivables and payables from and to the group companies. The company reduced its net debt position by TL942mn as of December 2012, thanks to the asset swap. Zorlu still carries TL1,847mn of long term financial debt related to Rosmiks BV, while it booked a same amount of long term receivables from the parent company to be paid until 2026YE, with quarterly installments. In addition, the company carries TL251mn debt related to the acquisition of Zorlu Dogal, classified under other long term payables. The company had a net FX position of TL931mn as of December 12. Thus, it is balance sheet is vulnerable to the fluctuations in the local currency due to its high FX denominated debt position. We estimate the company s net debt position to increase to TL1.6bn as of 2013YE due to heavy investment program, then decline to TL1.3bn in 2016, with growing cash from operations. Figure 18: Net Debt (TLmn) and Net/Debt Equity 1,700 Net Debt Net Debt/Equity 1, % 258% 1, % 350% 300% 250% 200% 1,550 1, % 100% 50% 1, E 2014E 2015E 0% Figure 19: Net Debt /EBITDA 1, , Net Debt Net Debt/EBITDA , , , , E 2014E 2015E

16 This report has been prepared by İş Yatırım Menkul Değerler A.Ş. (İş Investment) solely for the information of clients of İş Investment. Opinions and estimates contained in this material are not under the scope of investment advisory services. Investment advisory services are given according to the investment advisory contract, signed between the intermediary institutions, portfolio management companies, investment banks and the clients. Opinions and recommendations contained in this report reflect the personal views of the analysts who supplied them. The investments discussed or recommended in this report may involve significant risk, may be illiquid and may not be suitable for all investors. Investors must make their decisions based on their specific investment objectives and financial positions and with the assistance of independent advisors, as they believe necessary. The information presented in this report has been obtained from public institutions, such as Istanbul Stock Exchange (ISE), Capital Market Board of Turkey (CMB), Republic of Turkey, Prime Ministry State Institute of Statistics (SIS), Central Bank of the Republic of Turkey (CBT); various media institutions, and other sources believed to be reliable but no independent verification has been made, nor is its accuracy or completeness guaranteed. All information in these pages remains the property of İş Investment and as such may not be disseminated, copied, altered or changed in any way, nor may this information be printed for distribution purposes or forwarded as electronic attachments without the prior written permission of İş Investment. ( This research report can also be accessed by subscribers of Capital IQ, a division of Standard & Poor's. 16

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