Moroccan plan for solar energy

Transcription

1 Moroccan plan for solar energy FINANCIAL INSTITUTIONS ENERGY INFRASTRUCTURE AND COMMODITIES TRANSPORT TECHNOLOGY Briefing October 2010 MASEN 500MW Phase One Solar Power Complex at Ouarzazate The Kingdom of Morocco s solar plan, which will be one of the world s largest solar energy projects, was introduced in November 2009 with the aim of establishing 2,000MW of solar power by 2020 (the Solar Plan). Five sites have been selected for the development of solar power plants, with the 500MW phase one solar power complex at Ouarzazate being the first to be developed (the Ouarzazate Programme). The Solar Plan and the wider North African solar initiatives will have a significant impact upon the future of both the North African and European energy markets. We are very excited about the prospect of large scale deployment of CSP and PV solar projects in North Africa and other countries within the sun-belt. The US Department of Energy (DOE) estimates that the cost of generating electricity from CSP is nearly 25% less in North Africa than in Spain this is due to the excellent levels of radiation and availability of land. We are currently advising the Australian federal government on its Solar Flagships Program which is one of the other major solar investment initiatives globally and Norton Rose Group is committed in our support of the global solar industry. We aim to play a leading role in the move from the traditional markets of Europe to new markets and utility scale projects. We have teams who have worked on Moroccan energy projects for many years and understand the unique sector dynamics of this market. In this briefing we have highlighted selected issues arising out of the RfP process for the Ouarzazate Programme and issues which bidders and lenders may face in connection with the financing of these projects.

2 Ouarzazate Programme Regulatory background and overview Under Moroccan law, the Moroccan Agency for Solar Energy (MASEN) is responsible for implementing the Solar Plan and has the lead role of organising the invitations to tender for the plants at each of the five sites. On other independent power projects (IPPs) in Morocco, Office National de l Electricité (ONE) has been responsible for organising the tenders. ONE has a 25% shareholding in MASEN so it is likely that their expertise will be drawn on in the tender stage. The Invitation for the Pre-Qualification of Companies and Consortia issued by MASEN on 29 July 2010 (as subsequently updated) (the Invitation for Pre- Qualification), indicates that the Ouarzazate Programme will be structured as an IPP with a 25 year power purchase agreement (PPA) between the project company and MASEN. Under the double PPA structure proposed in the Invitation for Pre-Qualification, MASEN would then enter into a PPA with ONE (see figure 1 below). Figure 1: The proposed double PPA structure: Kingdom of Morocco Support MASEN PPA 2 (*) PPA 1 ONE Interconnection agreement Project company (*) Difference between ONE Tariff and SPC Tariff to be funded by MASEN This is a slight departure from other jurisdictions in the region (eg, Abu Dhabi and Egypt) where solar and other renewable projects have been supported by PPAs entered into by the same entity that purchases power under PPAs from the more traditional (eg, gas fired) power projects. Requirements for bidders The Invitation for Pre-Qualification requires that bidders satisfy a number of criteria as you would expect for a project of this nature. We have highlighted some of the key criteria below and commented on whether these criteria are included in similar programmes such as the US DOE Loan Guarantee Program and the Australian Solar Flagships Program. 02 October 2010

3 Financial criteria A bidder must demonstrate that it has: invested in two infrastructure projects in the last 10 years with an aggregate amount of equity and debt of at least $800m; and a net worth of at least $200m. In the case of a consortium bid, the lead member must meet these criteria. Technical criteria Thermal power plant experience: A bidder must have successfully: demonstrated a development of thermal power plants with an aggregate capacity of at least 500MW over the last 10 years, with at least 1 thermal power plant with a minimum capacity of 100MW over the last 7 years; and operated and managed thermal power plants with an aggregate capacity of at least 500MW, with at least 1 thermal power plant with a minimum capacity of 100MW and where at least 1 thermal power plant has been in operation for at least 3 years. In the case of a consortium the lead member must also satisfy these criteria. The Solar Flagships Program and US DOE Loan Guarantee Program do not include specific criteria relating to thermal power project experience. Thermal solar power plant experience: A bidder, or in the case of a consortium, the lead member, must have successfully developed at least 1 thermal solar power plant with a minimum capacity of 45MW. Successfully developed has various applications, including that the applicant has not become liable for penalties or liquidated damages in respect of performance or delays in excess of 5% of the relevant contract value. This compares with the Solar Flagships requirement that the technology must have been in operation at a scale of at least 30MW for 12 months (by 30 June 2010) or that a replicable model has been in operation for 12 months and such model also has scale-up plans which are supported by lenders and construction firms. The US DOE Loan Guarantee Program is more focused on innovation and supporting the commercialisation of new technologies. October

4 Other criteria Material disputes: A bidder (and each member of any consortium) must not have a material dispute pending or resolved against it in the past 10 years. Material dispute means a dispute where the amount in dispute is at least half of the net worth of the relevant company or where termination of a material agreement was sought. This is an unusual criterion and, on the face of it, applies to disputes in any part of a bidder s worldwide activity. The Moroccan PPA MASEN has never signed a PPA and the PPA(s) for the Ouarzazate Programme will be the first. Although there is an established PPA precedent in Morocco, it has been developed by ONE, rather than MASEN. The hope is that the risk allocation between the power purchaser and the developer under the MASEN PPA will not depart significantly from the ONE PPA, because the ONE PPA has been accepted by the market as a bankable document. The risk allocation under the ONE PPA is broadly consistent with risk allocations under PPAs elsewhere in the Middle East and North African region (MENA), and in certain ways is more lender-friendly than other MENA jurisdictions. The bidder is responsible for designing, financing, building and operating and maintaining the plant on a long term basis. Bidders assume financial close risk under the Moroccan PPA, with the potential consequences of not achieving financial close by a fixed date being the loss of the development security and termination of the PPA. The project company may also be liable to ONE for direct damages in addition to losing the development security and the PPA. Change in law risk is a hot topic in Western European solar circles at the moment with reductions to the feed in tariffs being discussed in France, Germany, Spain and Italy. On this issue alone, the ONE PPA makes Morocco a relatively investor friendly jurisdiction. Whereas change in law is an equity, and perhaps debt, risk in jurisdictions with feed in tariffs, under the ONE PPA model, this risk is assumed by the power purchaser. The ONE PPA termination provisions for project company defaults are also relatively attractive compared to other MENA jurisdictions. If ONE exercises its right to terminate the PPA following a project company default after completion of construction, it is obliged to make a termination payment. While lenders will always wish to review the calculation provisions carefully, they should include the senior debt. Our view is that this is a key aspect and it would be beneficial to sponsors and lenders if it is preserved by MASEN 04 October 2010

5 given the technology concerns that many international commercial lenders may need to address. It would also help mitigate any risk of the PPA terminating as a result of radiation levels being lower than anticipated at financial close. Perhaps unusually for the MENA region, upon the project commercial operation date, ownership of the power plant will transfer from the project company to ONE and ONE grants the project company a right of quiet enjoyment on the power plant allowing the project company to operate the project. A consequence of this is that lenders are not benefiting from physical asset security, however this has been accepted by the market on previous Moroccan power projects. The Invitation for Pre-Qualification indicates that MASEN has already secured the site. State support The government typically enters into a government support letter whereby it guarantees ONE s termination payment obligations. If it is not a feature of the projects tendered by MASEN, then we would anticipate bidders and their supporting lenders to undertake detailed legal and financial due diligence on the relationship between MASEN and the government. State shareholders The shares in the project company on past IPPs have been owned by the successful bidders; ONE does not participate in the equity of the project. The Instructions for Pre-Qualification indicate that MASEN reserves the right to participate in the financing of each project company, without specifying whether it would participate in the debt or equity financing. If it participates in the equity financing, MASEN may issue a shareholders agreement as part of the request for proposals. Financing issues Financing requirements for the bid Previous IPPs in Morocco have required bidders to evidence that financing is available to fund project costs. This requirement was relaxed for the Safi IPP bid, when bidders were required to evidence only US$600 million of committed debt financing. That project was however tendered at a time when funding was more difficult to obtain. We expect that the request for proposals will clarify whether bids are required to be fully funded. The Invitation for Pre-Qualification indicates that International Financial Institutions have expressed their in-principle interest in providing funding at preferential terms to any of the project(s). October

6 The Clean Technology Fund (CTF), a fund administered by the World Bank (whose investors include the US and Japan) has announced committed funding of $72.5 million to the first project as part of its investment plan for CSP in the MENA region. The CTF has prepared a very useful paper on this investment plan which can be accessed through the following link: org/files/mna_csp_ctf_investment_plan_ pdf The request for proposals (RfPs), when issued, may allow for bidders to assume that this concessional financing in certain amounts (which would need to be disclosed) would be made available although assumptions may need to be made as to pricing and terms and conditions. In the addendum issued by MASEN on 21 September 2010, the Invitation for Pre-Qualification was clarified to reflect that the International Financial Institutions could include the African Development Bank, the European Investment Bank, the World Bank, the Agence Française de Développement and KfW although bidders will wish to note that generally it is the World Bank eligibility requirements which would need to be satisfied. It is not clear at this stage whether these International Financial Institutions have expressed their in-principle interest in the 500MW being developed as phase one of the Ouarzazate Programme or the entire 2,000MW. Many commercial banks with experience of lending to CSP projects will have gained that experience in Spain. To date there has been some involvement of Nexi (Japan), Hermes (Germany) and EKN (Sweden) but limited involvement of other ECAs in the Spanish CSP financings although a number of ECAs have supported PV projects. Given the size of the Ouarzazate Programme, we would expect to see a greater level of involvement of ECAs in addition to the International Financial Institutions. The renewable exception to the OECD Consensus rules means that financing from ECAs can be a very useful tool. It is possible to structure ECA loans with long tenors and sculpted amortisation profiles rather than a traditional equal semi-annual repayment instalment structure. Construction risk To date lenders to CSP projects have generally been well insulated from construction risk through solid construction contracts and completion guarantees. These guarantees have been required because many lenders still regard CSP projects as unproven and, in particular, because many lenders in the Spanish market are used to receiving such guarantees even for projects with limited construction risk such as onshore wind farms and PV projects. 06 October 2010

7 We believe that it will be possible to get lenders comfortable with construction risk for CSP projects without full completion guarantees. There are CSP projects outside Spain currently seeking finance which are trying to avoid the need for full sponsor support for the first 10 years of operation. To get lenders comfortable you will need a robust EPC, accepted technology and levels of contingency approved by the lenders engineer. The introduction of completion guarantees would be a departure from the standard MENA IPP/ IWPP model. Resource risk Banks will be requiring resource studies which evaluate radiation levels. This may be one of the most significant departures from the traditional power model in the MENA, as under the traditional model banks are protected from failure to supply fuel through liquidated damages under the fuel supply agreement and/or deemed availability payments under the PPA. Banks have however become comfortable with analysing this risk in other jurisdictions and a robust report from their technical adviser should provide them comfort on radiation levels in Morocco taking into account the excellent resource and the level of data which is available. Scale-up risk One of key concerns with scaling-up of CSP projects is the engineering challenge to pump and regulate the flow of heat transfer fluid around the project. We understand that this issue is relevant for parabolic trough and linear fresnel technologies but not solar towers. Solar towers are seen to have their own issues in relation to increasing the solar collection field and the move to molten salt storage. The Ouorzazate Program contemplates the requirement for thermal storage for the first phase project(s) although MASEN has stated that it does not intend to be prescriptive as to the number of hours of thermal storage capacity. Many countries are proposing that storage solutions should be introduced for CSP projects. This introduces a further level of innovation and scale-up risk from the storage systems which are currently deployed. We expect lenders will want to assess the implications under the PPA if the thermal storage fails to perform at the anticipated levels. We believe that solar thermal as a technology is now over the hump of moving from prototype to proven. While there may be teething issues with the scale-up from a standard 50MW project in Spain to 125MW we believe lenders can take some comfort from the scale of the projects already in construction and development in the US and Australia. October

8 Contacts Please do not hesitate to contact your normal Norton Rose Group contact or any of the contacts listed below if you would like any further information: Europe London Simon Currie Tel +44 (0) Nicholas Pincott Tel +44 (0) Charles Whitney Tel +44 (0) Amsterdam Weero Koster Tel +31 (0) Frankfurt Jochen Terpitz Tel +49 (0) Milan Arturo Sferruzza Norton Rose Studio Legale Tel Paris Anne Lapierre Tel +33 (0) Alain Malek Tel +33 (0) Arnaud Belisaire Of Counsel Tel +33 (0) Prague Pavel Kvíčala Norton Rose v.o.s., advokátní kancelář Tel pavel.kvicala@nortonrose.com Rome Stefano Maria Zappalà Norton Rose Studio Legale Tel stefano.zappala@nortonrose.com Warsaw Rafal Hajduk Norton Rose Piotr Strawa and s Tel +48 (0) rafal.hajduk@nortonrose.com 08 October 2010

9 Asia Bangkok Somboon Kitiyansub Tel Beijing Tom Luckock Tel +86 (10) Hong Kong Chris Redden Norton Rose Hong Kong Tel Jakarta Ross Ramsay Norton Rose Australia Tel +61 (0) Tel +62 (0) Singapore Nick Merritt Norton Rose (Asia) LLP Tel +65 (0) Tokyo George Gibson Norton Rose Gaikokuho Jimu Bengoshi Jimusho Tel Middle East Abu Dhabi Jonathan Brufal Norton Rose (Middle East) LLP Tel +971 (0) Bahrain Dominic Harvey Norton Rose (Middle East) LLP Tel Dubai Martin Preston Norton Rose (Middle East) LLP Tel +971 (0) Australia Sydney Vincent Dwyer Norton Rose Australia Tel +61 (0) Melbourne Mark Waddell Norton Rose Australia Tel +61 (0) Chris Viner Norton Rose Gaikokuho Jimu Bengoshi Jimusho Tel October

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