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Contact Energy to sell AGS to Gas Services New Zealand

M&A20 December 2017CENUtilities

21 December 2017
Contact Energy to sell AGS to Gas Services New Zealand (GSNZ)

Contact Energy Limited (Contact) has announced the sale of its Ahuroa Gas Storage facility (AGS) to

Gas Services New Zealand (GSNZ) for NZ$200 million, while retaining the rights to use the facility to

meet its future needs.

Situated in Taranaki, the AGS facility was opened by Contact in 2010 to store gas for use at its nearby

Stratford Power Station. GSNZ is a provider of operational services to First Gas and other customers.

GSNZ operates one of New Zealand’s largest gas networks, with 2,500 kilometres of high pressure

gas transmission pipelines and around 4,800 kilometres of gas distribution pipelines in the North

Island.

New Zealand’s share of renewable electricity generation is among the highest in the world, and

growing, however the high level of hydro-electric generation means the system needs flexible fuel to

cope with dry periods and peak demand during winter.

“Gas-fired thermal plant plays a key role supporting renewable generation in New Zealand when

hydro generation is below average or during peak demand, and AGS helps us to store gas for use at

those times,” said Dennis Barnes, CEO Contact Energy.

“By selling AGS to GSNZ we maintain access to a flexible and cost effective fuel supply. The deal has

the additional advantage of seeing AGS operated by a dedicated gas infrastructure company, letting

us focus on the generation and customer sides of our business.”

“I believe with GSNZ as the owner, AGS is more likely to get new customers and we’ve committed to

an initial expansion of AGS to facilitate this. We will receive a reduction on our payments to GSNZ as

more customers use AGS,” said Barnes.

GSNZ’s, Paul Goodeve sees AGS as an important part of New Zealand’s gas infrastructure. “Flexibility

is one of the major attractions of using natural gas. By expanding the services offered at AGS, we see

an opportunity to provide gas producers, shippers and end-users with more flexibility to manage

their energy needs.”

The proceeds of the sale will be put towards repaying debt and the tax paid on the sale could allow

Contact to fully impute the FY2018 target dividend of 32 cents per share.

Until there are additional long term customers of the facility, S&P will capitalise the storage services

payments. The S&P net debt / EBITDAF ratio remains substantially unchanged post transaction.

Contact expects the transaction to have no impact on its BBB credit rating from S&P.

Completion of the sale of the AGS is subject to the fulfilment of certain conditions set out in the

transaction agreements, including receipt of certain regulatory approvals as described in the

investor briefing materials.


Webcast and audio conference

Contact Energy’s Chief Executive, Dennis Barnes, and Chief Financial Officer, Graham Cockroft, will

make a presentation for investors outlining the transaction at 11.00am NZT, Thursday 21 December

2017. An archived replay will be available following the briefing on our website.


If you would like to join the Conference Call.

 You will need to register in advance of the conference using the link provided below. Upon

registering, you will be provided with participant dial-in numbers, Direct Event passcode and

unique registrant ID.

 In the 10 minutes prior to call start time, you will need to use the conference access

information provided in the email received at the point of registering.

 Note: Due to regional restrictions some participants may receive operator assistance when

joining this conference call and will not be automatically connected.


Direct Event online registration:

Conference ID 7178357

http://apac.directeventreg.com/registration/event/7178357


For further information please contact:


Investor enquiries:

Matthew Forbes

Investor Relations Manager

+64 21 072 8578


Media enquiries:

Jason Krupp

Communications Advisor

+64 21 701 898


(ENDS)

---

INVESTOR BRIEFING
Thursday, 21 December 2017


Sale of the Ahuroa Gas Storage facility


Delivering on our strategy through portfolio optimisation


Contact has entered into an agreement to sell the Ahuroa Gas Storage facility and associated assets

(AGS) to Gas Services New Zealand (GSNZ), an associate of First Gas Limited, for a cash

consideration of NZ$200 million. As part of the transaction, Contact has retained access to

competitive long term gas storage services compatible with its requirements for flexible thermal

generation.


Contact’s strategy is to optimise the Customer and Generation businesses to deliver strong cash

flows which are ultimately for distribution to shareholders. The strategy is underpinned by a

disciplined and transparent approach to operating and capital expenditure while ensuring our portfolio

of assets are delivering returns for shareholders.


In line with this strategy, Contact identified higher value owners for this long life infrastructure asset

and initiated a negotiated sales process to unlock value for shareholders.


Creating value for Contact shareholders through the commercialisation of AGS


The AGS reservoir is larger than Contact’s requirements and is capable of supporting the provision of

storage services to other potential customers. GSNZ, as an independent owner of AGS and key gas

industry participant, is well placed to accelerate the commercialisation of AGS. With a lower cost of

capital and opportunity for a sharing of operational synergies, GSNZ will be a higher value owner of

the facility.


To support potential new customers of AGS, GSNZ has committed through to an expansion of the

AGS facility within approximately two years of completion of the sale transaction, which will reduce

the cost per unit of gas storage services.


Contact preserves long term value by maintaining its capacity rights to the expansion of the AGS

facility along with reductions in its annual fee for gas storage services provided by GSNZ where third

party customers are contracted by GSNZ.


Consideration


The total consideration for the disposal is NZ$200 million payable in cash at completion. The sales

proceeds arising from the disposal will be subject to income tax payable of approximately $48 million

with net transaction proceeds of NZ$151 million (after transaction costs of $1 million) applied to the

reduction of debt. The tax payment will result in the creation of additional imputation credits which

could allow for the FY18 target dividend of 32 cents per share to be fully imputed.


As a result of the disposal, Contact is expected to record an unaudited estimated gain on the disposal

of assets of approximately NZ$15 million based on the consideration, the carrying value of the assets

at 30 November 2017 and the estimated transaction costs.


Until there are additional long term customers of the facility, S&P will capitalise the storage services

payments. The S&P net debt / EBITDAF ratio remains substantially unchanged post transaction.

Contact expects the transaction to have no impact on its BBB credit rating from S&P.




Completion


Completion of the sale of the AGS is subject to the fulfilment of certain conditions set out in the

transaction agreements, including receipt of certain regulatory approvals.


The regulatory approvals include Ministerial consent under the Crown Minerals Act for the sale of the

Ahuroa petroleum mining permit and change of operator, and Contact and GSNZ each obtaining

required consents under the Overseas Investment Act 2005. Other conditions include GSNZ

obtaining an IRD binding ruling as to the tax treatment of the main assets it is acquiring, and a third

party taking up (or waiving) its limited entitlements to gas storage capacity in respect of the AGS.


Contact is targeting the satisfaction of these conditions and completion of the transaction by 30 June

2018.


On-going agreements


Contact’s need is for competitive storage services compatible with our requirements for flexible

thermal generation, including the Stratford peaking plant. Contact has therefore entered into a 15

year agreement with GSNZ for the provision of gas storage services at a competitive annual fee.

Contact also has the ability to extend the term of this agreement for further periods of five years at a

time.


In addition, Contact will enter into an agreement with GSNZ to provide transitional services, such as

operational support and IT services, for three months after completion of the sale transaction.


Background


The AGS facility is a gas processing and compression plant and underground gas storage reservoirs

located at Stratford in the Taranaki region of New Zealand. The AGS facility is currently used by

Contact for gas injection, storage and withdrawal, and is capable of supporting the provision of

storage services to other potential users. The storage capacity of the AGS is up 18 petajoules, its gas

injection capacity of up to 27 terajoules per day and gas extraction capacity of up to 45 terajoules per

day.


In 2007, Contact acquired from Origin Energy the rights to develop a gas storage facility using the

depleted Ahuroa gas field at a cost of $164m. Between 2011 and 2017, Contact invested $58m in the

development of the AGS facility, providing the ability to inject pipeline specification gas.


Since taking over the operations of the facility in 2013, Contact has improved the integrity, reliability

and costs of operation. The facility cost Contact $6m p.a. to operate in FY17, compared to historical

levels of >$12m p.a.


About Gas Services New Zealand


GSNZ provides operational services for First Gas and other customers. GSNZ operates one of New

Zealand’s largest gas networks, with 2,500 kilometres of high pressure gas transmission pipelines

and around 4,800 kilometres of gas distribution pipelines in the North Island.

ENDS

Investor enquiries: Matthew Forbes +64 21 072 8578

---

Contact EnergyAnnual meeting of shareholders
December 2017

Portfolio optimisation

Saleof the AhuroaGas Storage facility

21 December 2017

Dennis Barnes, Chief Executive Officer

Graham Cockroft, Chief Financial Officer

Contact EnergyAnnual meeting of shareholders
December 2017

Disclaimer

2

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Notfinancial product advice: This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire Contact

Energy's (Contact) securities, and has been prepared without taking into account the objectives, financial situation or needsofindividuals. Before making an investment

decision, prospective investors should consider the appropriateness of the information having regard to their own objectives,financial situation and needs and consult an

NZX Firm, or solicitor, accountant or other professional adviser if necessary.

Past performance: Past performance information given in this presentation is given for illustrative purposes only and should not be relied uponas (and is not) an

indication of future performance.

Future performance: This presentation may contain projections or forward-looking statements regarding a variety of items. Such forward-looking statements are based

upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number

of important factors and risks. Although management may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of

the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be

realised.

Investment risk: An investment in securities in Contact is subject to investment and other known and unknown risks, some of which are beyond the control of Contact.

Contact does not guarantee any particular rate of return or the performance of Contact.

Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. Any financial information provided in thispresentation is for

illustrative purposes only and is not represented as being indicative of Contact's views on its future financial condition and/or performance.

Disclaimer: Contact and its affiliates, related bodies corporate, directors, officers, partners, employees and agents: (i) exclude anddisclaim all liability, for any

expenses, losses, damages or costs incurred by you as a result of any information in this presentation being inaccurate or incomplete in any way for any reason, whether

by negligence or otherwise and (ii) make no representation or warranty, express or implied, as to the adequacy, accuracy, reliability, fairness or completeness of

information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this

presentation including, without limitation, any financial information, any estimates or projections and any other financial information derived there from. Statements made

in this presentation are made only as the date of this presentation. The information in this presentation remains subject to change without notice. Contact has no

responsibility or obligation to inform you of any matter arising or coming to its notice, after the date of this presentation, which may affect any matter referred to in this

presentation.

Recipient's agreement: Each recipient, by reading this presentation, irrevocably agrees (i) to be bound by the limitations set out in this presentation; (ii) that it waives,

and will not take any action in relation to, any rights (if any) it may now or at any time in the future have against any or allof Contact and its respective, affiliates, related

bodies corporate, directors, officers, partners, employees and agents; and (iii) to conduct its own independent analysis of Contact and the presentation.

Contact EnergyAnnual meeting of shareholders
December 2017

3

Contents

Strategic rationale

Key transaction terms

Financial impact and timeline

CommercialisingAGS

AGS history

4 -7

8

9 -10

11

12

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

4

Will deliver value by providing customers

with choice, certainty and control while

reducing cost to serve and improving the

customer experiencethrough systems-

enabled operational improvements

A low cost, long life and flexible generation

portfolio with a continuous improvement

programme focusing on safety, spend,

reliability and resource utilisation to improve

the efficiency of our generation assets

Contact’s strategy is to optimise the Customer and

Generation businesses to deliver strong cash flows

GenerationCustomer

Underpinned by a disciplined and transparent approach to operating and capital expenditure

while continuing to investigate ways to optimise our portfolio of assets

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

5

Executing our strategy –Transaction summary

»Contact has entered into an agreement to sell the AhuroaGas Storage facility (AGS) to Gas Services New Zealand (GSNZ) an

associate of First Gas Limited (First Gas).

»GSNZ is a provider of operational services for First Gas and other customers. GSNZ operates one of New Zealand’s largest

gas networks, with 2,500 kilometres of high pressure gas transmission pipes and around 4,800 kilometres of gas distribution

pipes in the North Island.

»As part of the transaction, Contact has entered into a 15 year agreement for gas storage services with GSNZ at a level required to

support Contact’s generation portfolio. Contact will also provide certain transitional services for three months after completion of the

sale.

»The sale price of $200 million, which is payable in cash at completion, will be subject to tax of approximately $48 million. Contact

will apply the net proceeds to the reduction of debt. The payment of tax will provide additional imputation credits, which could

enable FY18 dividends to be distributed fully imputed to New Zealand shareholders.

»To support potential new customers of AGS, GSNZ has committed to an expansion of AGS within approximately two years of

completion of the sale of the transaction.

»Until there are additional long term customers of the facility, S&P will capitalise the storage services payments. The S&P net debt /

EBITDAF ratio remains substantially unchanged post transaction. Contact expects the transaction to have no impact on its BBB

credit rating from S&P.

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

6

Creating value for Contact shareholders through

the sale of AGS

GSNZ is a higher

value owner

Reduction in gas

storage costs

Independent

owner of storage

The AGS

reservoir is

larger than

Contact’s

requirements

and is capable

of supporting

storage

services to

other

customers

»GSNZ has a lower

cost of capital than

Contact.

»GSNZ existing

operations based in

Taranaki present

opportunities for

operational synergies

and enhanced gas

market services.

»Committed to an

initial expansion of

AGS, which reduces

the cost per unit of

storage.

»Contact’s effective

share of operating

costs will reduce as

AGS signs up new

customers.

Monetising unused

capacity

»By selling the last

units that Contact

uses from AGS,

Contact is effectively

selling the least

valuable units of its

current capacity to

someone for whom

the units will be the

first and more

valuable.

»Without upstream

or downstream

interests, GSNZ is

likely to be seen by

potential new

customers of AGS

as a more

independent

counterparty than

Contact.

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

7

Contact retains access to competitive storage

services compatible with thermal requirements

Flexible

thermal

generation is

fundamental

to the

renewable

New Zealand

electricity

market

Economically

delivering flexibility

15 year gas

storage agreement

Flexible gas at

reasonable cost

»The amount of

flexible thermal fuel

to provide a reliable

electricity supply

ranges between 40

and 50 PJ/annum.

»Newer distributed

and battery

technologies cannot

economically

compete yet.

»Contact’s own

flexibility requirements

from AGS for the

operation of the

Stratford peaking plant

are contracted for 15

years.

»Contact retains the

ability to extend for

further periods of 5

years at a time until

2050.

.

Supporting

renewables

»New Zealand’s

renewable electricity

supply peaks in

summer while demand

peaks in winter. The

primary role of gas

storage in the

electricity market is to

provide fuel for thermal

generation when

hydro-generation is

below average.

»Gas storage

makes large

quantities of gas

instantly available,

for electricity

generation, without

the requirement to

commit to long

term take or pay

arrangements with

gas producers.

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

8

Key transaction terms

On Completion

(targeted June2018)

Post initial expansion

(Completion +24 months)

Saleprice$200m

-

Net cash proceeds

-after tax payable and $1million in transaction costs

$151m

Accountingbook value$184m

Termof storage services

Initial term of 15 years,with the ability to extend for further periods of 5

years at a time until 2050

AGSfacility initial expansion

GSNZtoexpand the facility within approximately 2 years of completion.

Contact maintains its capacity rights following the expansion of the AGS

facility.

Facility capacity

27 TJ/day of injection and

45 TJ/day of extraction

65 TJ/day of injection and

65 TJ/day of extraction

Contact contracted capacity

75% of injection (up to 20.25

TJ/day) and extraction (up to

33.75 TJ/day)

69% of injection (up to 45 TJ/day) and

extraction (up to 45 TJ/day)

Third party customers -Contact fee reduction

Contact’s annual fee payable for gas storage servicesprovided by GSNZ

reduces where third party customers are contracted

Contact annual fee payable to FirstGasover an initial

term of 15 years

$20m+ PPI

Less than $20m + PPI if fully

contracted

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

9

Key financial impacts

EARNINGS PER SHARE

(EPS)

OPERATING FREE

CASH FLOW

ADDITIONAL

IMPUTATION CREDITS

EBITDAF

($14m)

0.3 cps

no change

Annual storage service fee less Contact’s

historic costs to operate the facility.

Reduction in interest and depreciation costs

greater than the decrease in EBITDAF

Lower EBITDAF offset by lower interest

and capital expenditure

BORROWINGS

$151m

Net cash proceeds applied to borrowings

03

04

05

01

02

FY18 dividend of 32 cents per share could

be fully imputed

FY18 dividend fully imputed

Economics of the

transaction expected to

improve with Contact’s

foundation rights maintained

»AGS initial expansion will

facilitate further third party sales

and potentially trigger a change

in the S&P treatment of the

Contact storage agreement

»AGS expansion increases plant

resilience and availability

»Fee reduction mechanism

where third party customers are

added reduces cost to Contact

of gas storage services

»Potential for further expansions

CREDIT METRICS (S&P

NET DEBT / EBITDAF)

substantially unchanged

Until there are additional long term

customers of AGS, S&P will capitalise the

storage services payments

06

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

10

Conditions precedent and transaction timeline

Ministerial consent for the transfer of

the petroleum mining permit and

change of operator

Overseas Investment Office (OIO)

consent for GSNZ topurchase AGS

OIO consent for Contact to enter into

the gas storage servicesagreement

GSNZ to obtain an Inland Revenue

binding ruling on tax treatment of AGS

Agreement from a third party to take up

or waive its entitlements to limited gas

storage capacity

03

04

01

02

Limited conditions precedentContact is targeting transaction completion by the

end of FY18

December 17

onwards

Satisfaction of

conditions

precedent.

Q2 2018

Targeted transaction

completion.

Repayment of

borrowings.

Targeted end of

the transition

period.

August 2018

05

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

11

Commercialising AGS -Available capacity at AGS

for new customers

25% of the capacity of AGS is available for long term contracting. This will increase post expansion.

Gasstorage

services

Current available

capacity for

additional

customers

Post initial

expansion

(Completion

+24 months)

Storage capacity4.5PJ4.5PJ

Injection capacity

6.75 TJ/day of

injection

20 TJ/day of

injection

Extraction capacity

11.25TJ/day of

extraction

20TJ/day of

extraction

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Contact EnergyAnnual meeting of shareholders
December 2017

12

AGS history

»In December 2007, in conjunction with Origin Energy’s

acquisition of the New Zealand assets of Swift Energy, Contact

acquired from Origin the rights to develop an underground gas

storage facility using the depleted Ahuroa gas field. The cost of

the acquisition was $164m, including 4 PJ of cushion gas.

»Between 2011 and 2017, Contact invested $58m in the

development of the AGS facility, providing the ability to inject

pipeline specification gas.

»Origin was originally the operator of the AGS facility and also

provided reservoir management services for Contact. When

Origin sold its onshore NZ assets to New Zealand Energy

Company (NZEC) in 2013, Contact entered into agreements for

operational services with NZEC.

»Contact has improved the integrity, reliability and costs of

operation since 2013. The facility cost Contact $6m p.a. to

operate in FY17, compared to historical levels of >$12m p.a.

Contact EnergySale of the Ahuroa Gas Storage Facility

December 2017

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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