17 February 2016 Which period would you like the Marginal Loss Factor Forecast to consider, as mentioned under the Minimum Requirements, Technical section of the Funding Announcement? ARENA s requirement with regards to marginal loss factors (MLF) is presented in Appendix A of the Updated Funding Announcement Marginal Loss Factor forecast supported with a load flow forecast or a supporting letter from the TNSP/DNSP or qualified industry consultant. In terms of a future MLF assumption, such as may be adopted in the project s financial model, Applicants must be able to present as part of their application sufficient information to support any assumption adopted. This means providing commentary on any changes that may impact MLFs significantly, including both generation and load changes into the future, with a period of 10 years considered reasonable. It is expected that, where relevant, third party evidence or analysis should be provided to support the assumptions adopted (for example a basis to retain a fixed MLF as a project assumption). On Page 14 of the Updated Funding Announcement, bullet 13, Independent plant performance/yield, do these studies have to be conducted by a 3rd party? Are there any specific requirements for the type of 3rd party our clients should engage with? As outlined in the Updated Funding Announcement, ARENA requests that this information and analysis needs to be prepared by an independent entity. As such, ARENA would expect that such an exercise we would be conducted by a third party. ARENA notes that a number of technical engineering, energy modeling or consulting firms have the skills to perform this analysis. It should be noted that in any case, ARENA will conduct its own independent verification of the plant performance and yield as part of its assessment of the final Full Application. Are we free to change the amount of requested grant funding from EOI stage to full-application? Is there any range we have to stay in, apart from the <$30m & max 50% of total costs? This is not mentioned in the major change section of the Programme. The Updated Funding Announcement provides detail on how ARENA will approach assessment of Full Applications received under the Competitive Round. The Updated Funding Announcement outlines concepts associated with material changes that are not permitted between the EOI stage and the Full Application stage. A change in the grant amount is not included in this. Can ARENA clarify what is expected in relation to status of Connection Agreement at 15 June 2016? ARENA does not require a Connection Agreement to be in place as part of the Full Application but high merit projects are expected to have completed planning and scoping studies and have a strong understanding of connection processes, costs and timing such that financial close can be achieved no later than 31 January 2017. ARENA views connection processes as a key risk to cost and timetable but acknowledges that some proponents (and its financiers) may be willing to enter into construction prior to a fully documented Connection Agreement. ARENA would not be willing to release its funds until a Connection Agreement has been executed.
8 March 2016 If a project participating in the ARENA Large-scale Solar Competitive Round is also participating in a power purchase agreement (PPA) tender process which will not be determined until after the 15 June 2016 ARENA deadline (for example, the Queensland Solar60 process), can the project bid to ARENA be for two alternative grant amounts (Base Case and Variant Case), with the final grant amount to vary depending on whether it wins its preferred PPA? Should an Applicant elect to do so, a Full Application may be submitted to ARENA (in accordance with the Update Funding Announcement) with both a primary or preferred scenario (for example an offtake scenario) and one alternate revenue scenario (for example a merchant scenario). The purpose of this approach is to allow for any uncertainty due to the assessment status of an identified and open offtake procurement process. As outlined in Section 11 of the Updated Funding Announcement, ARENA recognises that an Applicant may intend to seek an offtake arrangement for a Project as part of a process that may currently be under way. Applications will be assessed based on the merit criteria set out in the Updated Funding Announcement which will consider the status of any proposed offtake arrangement (which may include a risk based assessment of the level of commitment of the offtake arrangement). ARENA notes the spectrum of a potential offtake from a firm, contractually committed agreement to an in principal, uncommitted agreement and the associated impact on project risk. In the case of the Queensland Government Solar 60 program, ARENA acknowledges that there may be insufficient offtake volume (as measured in MW capacity) to account for all relevant shortlisted projects under the ARENA Competitive Round. Following ARENA assessment and competitive ranking, assuming Applications exceed the Solar 60 allocated capacity, Applications will be assessed based on the alternate revenue scenario presented by the Applicant (if provided). In all cases, any scenario based information must be clearly articulated in the Application and contain sufficient detail to allow an Application to be assessed (based on the Updated Funding Announcement, including but not limited to all merit criteria and information requirements in Appendix A) on a stand-alone basis for each (maximum of two) revenue scenario. Could you please articulate ARENA s preference with regard to the output metrics, specifically the Estimated Net Generation (i.e. 20 or 25 year discounted, etc), to be included in the Financial Model? Output Metrics: ARENA Grant ($000s) /Estimated Net Generation Total Project cost ($000s) /Estimated Net Generation The Estimated Net Generation is the p50 (expected) Generation Sent Out (supported by an independent technical assessment) based on an assumed 25 year project operating life. This assessment should not be grossed up for MLF nor discounted. 2
17 March 2016 Can you please confirm if the Risk Management Plan requires independent certification by a third party? If so, is this required prior to the deadline of Full Application? The Risk Management Plan requires certification in accordance with the Large-scale Solar Funding Agreement Template. Certification is not a requirement at the submission of a Full Application. The Large-scale Solar Funding Agreement Template states that a Condition Precedent is that the Builder is registered on the Australian Government Building and Construction WHS Accreditation Scheme. Does this registration have to be in place prior to the deadline of Full Application? Would ARENA consider waiving this requirement depending on the size of the project? No, the registration does not to be in place prior to the deadline of Full Application. No, ARENA would not consider waiving this requirement. 3
5 May 2016 Can you please clarify what is the expected level of information to be included by the Applicant for the Full Application due date, with regards to Schedule 2 Agreement Details of the Large-scale Solar Funding Agreement Template? Schedule 2 Agreement Details should be completed in accordance with the requirements of the Updated Funding Announcement, Appendix A Additional Information Requirements: detailed mark-up of the template Funding Agreement reflecting any proposed changes to terms and completed schedules, if any. Where information is available and complete, it is expected that the Applicant will complete the schedule with the appropriate details. Where information has yet to be verified, finalised and/or to be completed, the schedule should be marked up or noted accordingly. Where information is specifically for completion by ARENA, as is the case with sections of Schedule 2, these sections should be left in accordance with the template. Independent Yield Assessment please confirm whether this assessment could be undertaken by a party that is a third party to the Project Developer, but someone who is engaged on other aspects of the project (i.e. an Owners Engineer)? This would be acceptable, however it is expected that the third party to conduct the assessment is suitably qualified and clearly presents all assumptions adopted in forming its views.. Could ARENA please clarify what they are expecting to see from the relevant TNSP, DNSP or AEMO to evidence progress of the connection process? It is expected that an Applicant would provide sufficient documentation to support the status of the Connection Agreement for the project. For example, a letter from the relevant party, acknowledging the project, confirming the status of the Connection Agreement and the steps to signing a Connection Agreement in line with the project s timetable would provide evidence supporting the status of the Connection Agreement. Independent assessment of the Financial Model please confirm whether this assessment could be undertaken by a party that is a third party to the Project Developer, but someone who is engaged on other aspects of the project (i.e. an Owners Engineer or auditor). This would be acceptable. It is expected that the third party is suitably qualified to conduct the assessment and presents all information about scope, basis of work and assumptions are clearly presented. Please clarify what ARENA expects in terms of supporting information for the revenue pricing assumptions adopted within the financial model is ARENA expecting third party verification of pricing assumptions? ARENA does not explicitly require third party verification of pricing assumptions, but requires information to support the underlying assumptions adopted by the applicant such as independent studies, detailed justification of assumptions, including referenced sources. ARENA could accept internal analysis as long as the analysis assumptions are well supported and documented. Please clarify what you mean by committed in the reference to committed term sheets & agreements. Committed refers to term sheets that are in final form and have been approved by the relevant third party. For example, a bank term sheet that refers to indicative pricing and is unsigned would not be considered committed. Is the Special Purpose Vehicle (SPV) obliged to have an on-shore shareholder? The SPV is required to be an Australian company with an ACN and ABN that is compliant with all aspects of Australian legal requirements. There is no specific requirement from ARENA that the shareholders are on-shore, this will be a decision for the applicant considering its capital structure requirements. 4
10 May 2016 Could ARENA please provide details on what proponents will need to provide or interaction process as part of ARENA s due diligence following the Full Application Due Date? ARENA has retained a technical, legal and financial advisor for the Full Application stage of the Competitive Round. Applicants are required to provide all information outlined within the Updated Funding Announcement (including Appendix A). As part of the due diligence phase, ARENA s advisors may (as required) provide a limited set of clarification queries for Applicants on their Application. It is expected that any queries will be limited to key risk areas identified as part of ARENA s due diligence process. It is noted that this due diligence question and answer process will be limited to the provision of clarification information only (any information that is viewed as new material will be taken into consideration strictly at ARENA s discretion). It is anticipated that this process will be conducted during the period from Full Application Due Date to 31 July 2016. Applicants are expected to respond to questions within a 48 hour time period. In all cases, it is expected that Applicants will provide sufficient information to allow ARENA to conduct its due diligence processes. Could ARENA please confirm its expectations regarding what information is to be submitted in relation to project offtake agreements? As outlined in the Updated Funding Announcement and the Competitive Round Q&A (dated 8 March 2016) ARENA acknowledges that Applicants may be exploring a number of alternatives with regards to offtake arrangements for projects. In all cases, ARENA will consider firmness of offtake arrangements as part of its merit assessment process. In all cases where an offtake is proposed, Applicants must outline all terms of the agreement as well as supporting documentation and commitment from the counterparty. The documentation must include information on any and all conditions to the offtake agreement becoming legally binding. Do you have a prescribed format for purposes of completing the application (e.g. sections, number of words per section etc) or should we proceed to draft in free form? Applicants should refer to the guidance presented in the Updated Funding Announcement. There is no prescribed format to which Applicants must submit their Full Application however the submitted documentation must meet the information requirements set out within the Updated Funding Announcement (including Appendix A). Applicants should also be aware that selected responses are required to be submitted within the ARENAnet portal, including but not limited to response to ARENA merit criteria and standard metrics. We can access the standard ARENA web portal, but we do not see any documents on the portal relevant to the final stage of the application process. Should there be something here? The ARENAnet portal will be open to Applicants by close of business 20 May 2016. Applicants should note that the ARENAnet framework is consistent with the Expression of Interest stage of the Competitive Round with additional data inputs and word limits for Full Application information. Are costs incurred by proponents for the grid connection application (to the DNSP) considered verifiable third party costs for the purpose of the partial cost rebate? Are local council, state government fees, also considered to be eligible for the purpose of the partial cost rebate? Verifiable third party costs are defined in the Updated Funding Announcement to include external consultant costs and application fees (e.g. grid connection) that are clearly related to the development of the project that have been incurred from the EOI Open Date up to the Full Application Due Date. These costs must be third party costs and not payments made to related parties or internal costs. Local council and state government fees would also be considered provided they clearly relate to the development of the project and have been incurred in the period from the EOI Open Date up to the Full Application Due Date. Costs incurred outside this time period would not be considered to be eligible. 5
If an applicant is to bid in two scenarios one, as a contracted plant and one as a merchant scenario, how are these applications treated, relative to each other? Can an applicant be awarded for one scenario but not the other? If an applicant were bid as an uncontracted plant, but then prior to financial close secure an offtake arrangement, will this affect access to funding? Please see question 1 in the March 8 Q&A Update above. Applicants that wish to submit a primary bid and an alternative bid must do so on the basis that the primary bid is the lower grant bid. Both bids will be reviewed on their individual merits. Applicants should take into account the requirements as per the Updated Funding Announcement when preparing a bid on the basis of an assumed offtake arrangement including the requirement for a detailed PPA term sheet with letter of support should the bid be put forward on an offtake basis. ARENA will only accept one of the bids and not both. In the event that only the uncontracted scenario is accepted and/or bid, any subsequent PPA will be the benefit of the applicant. What level of liability caps and/or liquidated damages arrangements is ARENA willing to accept in the EPC contracts submitted as part of the Applicant s bid? ARENA has no specific requirements related to the level of liability caps and/or liquidated damages in the EPC contracts that applicants are required to submit, but will complete a detailed level of diligence and risk assessment as to the suitability of the liability arrangements in each of the EPC contracts and applicants will be assessed on this basis. It is expected that the liability caps and liquidated damages arrangements would be consistent with standard market practices for bankable solar PV projects. Liability caps and liquidated damages must be clearly identifiable as part of the application documentation and will be included as part of ARENA s merit assessment process. 6
26 May 2016 Are applicants required to provide details of insurances to be taken by the Principal (general corporate insurances as well as insurances specific to the construction and operation of the project), and the insurances to be taken by EPC contactor and O&M contractor? i.e. the insurances that will be specified to be taken by the Contractor under the EPC and O&M contracts? ARENA expects that applicants will provide information regarding the appropriate insurances required to carry out the project. While it is not expected that applicants will have the same level of detail related to the insurances taken out by the EPC and O&M contractors, it is expected that applicants will provide appropriate information to determine that the level of coverage provided by the EPC and O&M contractors will be sufficient. What is required (if anything) regarding a project budget beyond the independently verified financial model (and LCOE calculator). Where a detailed financial model that incorporates all development, construction and corporate costs associated with the project has been developed, is a subsequent budget necessary? Applicants are encouraged to present the project budget within their financial model. The detailed budget should be clearly identified in the financial model to allow the ARENA assessors to accurately and easily assess the budget. Could ARENA please confirm their preferred reference point for base interest rate measurements? Applicant s base interest rate reference should be consistent with the terms of any proposed debt arrangements provided with the Application. The base interest rate calculation date is referred to in the Updated Funding Announcement as 1 June 2016 (the FX Measurement Date). Can the same equity participant be listed in multiple proposals? Yes. It should be noted that each application will be assessed on an independent basis based on its merit. ARENA will also have consideration of the risk profile of equity participants at an individual project level as well as across the range of Full Applications received. Is there a requirement for the financial model to be independently audited or verified prior to completion of the Application? No, there is no specific requirement for the financial model to be independently audited or verified prior to the submission of the application. However the Application should indicate the level of review completed. This includes any third party review that may have been conducted such as by a debt or equity financier to the project. 7
6 June 2016 What exactly is meant by ARENA retains the right to normalise grant funding requests for different tax positions? Is ARENA able to share its base case tax structure that it will use to assess applications? ARENA retains the right to review projects on a like-for-like basis including based on the taxation assumptions adopted by an Applicant. ARENA is aware that there are a number of alternative taxation approaches based on different corporate structures and approach to taxation of ARENA grant funds. Applicants must include detailed information regarding the taxation assumptions adopted for the proposed project (specifically including the taxation treatment of ARENA grant funds). Please refer to the template Funding Agreement Explanatory memorandum regarding the assumed base case tax position. What constitutes other subsidies that will be viewed as lower merit? Do any of the state-based processes fall into this category? Any economic benefit received that is considered to be on non-commercial, non-arms length basis could be considered a subsidy. ARENA will consider any potential subsidies as part of its assessment process. Should any specific cases or examples be presented to ARENA in advance of the Full Application Due Date ARENA may consider and announce its preliminary conclusion via the Competitive Round Q&A forum. In all cases, ARENA retains the right, at its absolute discretion, to form a view on what constitutes a subsidy in the context of the Competitive Round. Please be aware that ARENA will view any above market returns to equity as potentially of low merit (refer to Updated Funding Announcement), unless plausible justification is given with reference to relevant industry benchmarks. What is the proposed source and metrics of the relevant industry benchmarks for the economics of projects? ARENA s merit assessment criteria are set out in the ARP Guidelines. In the case of merit criteria D Financial viability and co funding commitment ARENA will assess the Applicant s financial capacity to deliver the project and whether the amount of ARENA funding sought and the total cost of the project is appropriate. In the case of the Competitive Round, ARENA will assess the amount of ARENA funding sought and total cost of the project within the competitive framework elements outlined under merit criteria A. In assessing an Application submitted under the Competitive Round key considerations for each merit criteria is presented in the Updated Funding Announcement. ARENA will focus on the level of funding certainty to deliver the project within the required timeframe, including: deliverability of the financing plan; level of conditionality of the funding commitments; the level of financial transparency of the project; and risk of cost overruns. ARENA will expect high merit projects to: have firm financing commitments in place, with due diligence performed by the identified providers of funding; demonstrate a sound approach to managing risks that might impact the financial viability of the project, including uncertainties relating to any proposed off-take arrangements or other relevant risk factors; and demonstrate an understanding of the financing process and how financing issues will interact with other factors, including proposed contractual arrangements. 8
With the exception of compliance with the knowledge sharing plan, is there opportunity to create points of differentiation for knowledge sharing or is this a binary comply / don t comply outcome? Please refer to the Competitive Round objectives. While proponents are welcome to create points of differentiation, it is unlikely that this will result in the project being viewed as higher comparative merit based on the prescribed merit criteria specific to knowledge sharing. 9