Contact Energy Limited logo

Sale of Contact’s LPG business Rockgas

M&A30 July 2018CENUtilities

1
Rockgas Timaru is a Joint Venture with Alpine Energy Limited

2

Liquigas is a provider of LPG storage facilities and transport and logistics services in New Zealand



31 July 2018


Sale of Contact’s LPG business Rockgas


Delivering on our strategy through portfolio optimisation


Contact has entered into an agreement to sell 100% of the shares in Rockgas Limited (Rockgas) to

Gas Services NZ Midco Limited (GSNZ) an associate of First Gas Limited (First Gas), for a cash

consideration of $260 million after an extensive competitive sales process.


Rockgas holds Contact’s LPG operations as well as 50% of the issued shares in Rockgas Timaru

Limited¹ and an 8.5% investment in Liquigas Limited².


As part of the transaction, Contact will enter into an exclusive marketing alliance with GSNZ to be

able to continue to offer LPG to mass market customers. In addition, Contact will enter into a services

agreement to provide call centre and billing services for mass market LPG customers.


Rationalisation of non-core portfolio assets


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

flows 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.


Rockgas purchases LPG from New Zealand producers (and when necessary, imports LPG) at prices

linked to international commodity indices and then arranges for storage and distribution to customers.

Rockgas supplies over 88,000 customers through an extensive branch and franchise network, which

has national distribution coverage.


The Rockgas business is markedly different to the generation of electricity at single sites and the

retailing of electricity, natural gas and broadband, which are distributed on networks not owned or

controlled by Contact.


Contact’s primary strategic interest in LPG is being able to offer the product as part of its energy

offering to customers which is retained as part of the transaction.


Creating value for Contact shareholders


Improve the focus and speed of transformation in the Customer business


In an environment of continuing competitive intensity, operational improvements in the Customer

business over the last few years have seen a move to a high-performing, efficient retailer focused on

improving the customer experience. The evidence of progress includes an 11% reduction in cost to

serve in FY18 (on FY17) and improving customer advocacy.


Divesting Rockgas will enable greater focus and allow for accelerated transformation in the Customer

business, delivering digitally led customer experience improvements and ultimately creating value for

shareholders.


Value in dual fuel and customer scale retained


Customers value a multiple product offering and are therefore more loyal with a lower propensity to

switch providers. Satisfied customers have higher customer lifetime value. The marketing alliance

with GSNZ will preserve the value in a multi-fuel offering and support our ability to compete in the

electricity market. In addition, the value from the scale advantage that Contact has in servicing

customers is maintained through the services agreement covering call centre and billing services for

mass market LPG customers. This allows for enhanced returns from digital transformation.





Reduced exposure to commodity prices


The price of and demand for LPG in New Zealand is affected by the domestic availability and

wholesale price of LPG (linked to international benchmarks in US$). Post sale, Contact will no longer

be directly exposed to movement in these commodity prices.


Improved balance sheet strength, debt to return to target gearing ratio


The sale proceeds will strengthen our balance sheet and facilitate improved distributions to

shareholders. Contact expects that post completion of the transaction the S&P net debt / EBITDAF

ratio will fall comfortably below the target 2.8x.


Consideration


The total consideration for the disposal is $260 million payable in cash at completion, with net

proceeds subject to standard pre-completion adjustments for net debt (primarily property leases),

working capital movements and transaction costs. As a sale of shares, the sales proceeds arising

from the disposal will not be subject to income tax. The transaction proceeds will be applied to the

reduction of debt on completion.


Completion


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

agreements. These include GSNZ obtaining the required consents under the Overseas Investment

Act 2005 and the consent to change of control or assignment or novation of agreements from a

limited number of contractual counter-parties.


Contact is targeting the satisfaction of these conditions and completion of the transaction by 31

December 2018.


On-going agreements


Rockgas and Contact will enter into a marketing alliance to promote and cross-sell their respective

LPG and electricity products. Contact will provide support services, including call centre, billing and

credit control services to Rockgas for mass market customers for an annual fee of $2 million.


Background


Contact entered the LPG market in 2007, through the purchase of Rockgas from Origin Energy (who

held a majority shareholding in Contact) for $156 million, during the first year of operation, EBITDAF

was $20m. The average annual EBITDAF for the period under ownership was $22 million, with a

range of $13 million to $35 million.


During the period of ownership, Contact improved the integrity, reliability and costs of operation with

operating costs down by $5 million which along with significant improvements to fuels procurement

and consolidation of bulk distribution and shipping along with lower product costs saw FY18 earnings

before interest, tax, depreciation and fair value adjustments in financial instruments (EBITDAF) of $32

million (unaudited).


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. GSNZ and Contact are currently working to satisfy the conditions to

complete the sale of the Ahuroa gas storage facility to GSNZ.


ENDS

Investor enquiries: Matthew Forbes +64 21 072 8578

---

Graham Cockroft, Chief Financial Officer
Sale of Rockgas

Portfoliooptimisation

July 2018

31 July 2018

Dennis Barnes, Chief Executive Officer

Contact EnergyAnnual meeting of shareholders
July 2018

Disclaimer

2

Contact EnergySale of Rockgas

July 2018

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
July 2018

3

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 Rockgas

July 2018

Contact EnergyAnnual meeting of shareholders
July 2018

4

Executing our strategy –Transaction summary

»Contact has entered into an agreement to sell 100% of the shares in RockgasLimited (Rockgas) which includes 50% of the issued

shares in RockgasTimaruLimited and an 8.5% investment in LiquigasLimited to Gas Services NZ MidcoLimited (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. GSNZ and Contact are currently working to satisfy the conditions to complete the sale of the Ahuroa

gas storage facility.

»The sale price of $260 million is payable in cash at completion subject to standard pre-completion adjustments for net debt

(primarily property leases) and working capital movements. As the sale is of shares there is no tax payable on sale. Contact will

apply the net proceeds to the reduction of debt.

»As part of the transaction the parties will enter into two agreements:

»Marketing alliance: This agreement sets out the basis for cooperation on growing the value from dual fuel mass market

customers

»Services agreement: Contact has agreed a service level agreement with GSNZ, covering call centre services and billing and

collections for mass market customersfor an annual fee of $2 million

»Contact will also provide certain transitional services after completion of the sale to ensure no disruption to customers

»The conditions precedent to the sale, include Overseas Investment Office approval and the consent to change of control or

assignment or novation of agreements from a limited number of contractual counter-parties

Contact EnergySale of Rockgas

July 2018

Contact EnergyAnnual meeting of shareholders
July 2018

5

Creating value for Contact shareholders through

the sale of Rockgas

Monetising scale

advantages

Reduce commodity

exposure

Strengthen

balance sheet

Divesting the

logistical

aspects of the

LPG business

will improve

the focus and

speed of digital

transformation

of our

Customer

business

»The services

agreement will

preserve our scale

advantage to enhance

returns from digital

transformation

»The sale will eliminate

Contact’s exposure to

the variability in

international LPG

prices, exchange

rates and domestic

LPG supply and

demand dynamics

Preserving dual

fuel value

»The marketing

alliance allows

Contact to continue

to offer LPG as part

of its product suite

and grow the

customer base

through cross-selling

to both new and

existing customers

»The benefits of lower

churn retained

»The sale proceeds

will improve our

balance sheet

strength and

facilitate improved

distributions to

shareholders

Contact EnergySale of Rockgas

July 2018

LPG

Sale price represents a multiple of 8.1x FY18 EBITDAF, or 11.8x average EBITDAF since 2007

Contact EnergyAnnual meeting of shareholders
July 2018

6

Agreements ensure that LPG will continue to be an important part of Contact’s product suite

ContactGSNZ

LPGprocurement and commodity risk

management

Operations, distributionand logistics

Call centre and billingMass market LPGBulk LPG

Ability to market and sell LPG

LPG margin

Contact EnergySale of Rockgas

July 2018

GSNZ will be Contact’s specialist LPG fulfilment

partner

Includes sales to large customers, franchises, service stations and automotive

An important competency of our Customer business is the contracting and management of

fulfilment partners

Contact EnergyAnnual meeting of shareholders
July 2018

7

Simplification will allow the Customer business to

accelerate it’s digital transformation

CUSTOMER BUSINESS STRATEGY REMAINS UNCHANGED

FOCUS AREAS

Deliver value by providing customers with choice, certainty and control while reducing cost to serve and

improving the customer experiencethrough systems-enabled operational improvements

»Sustainable cost reduction through continuous improvement

»Deliver a digitally led customer experience transformation

»Digitalise / streamline highest-priority customer journeys

»Optimiseand automate processes

»Adapt IT operating model to better serve customer needs

»High-performing, efficient retailer with the lowest cost to serve and best customer experience of the tier 1

retailers in New Zealand, with an ability to execute consistently

NEAR TERM SUCCESS MEASURES

ACCELERATE THE STRATEGY TO CAPTURE VALUE FOR SHAREHOLDERS

Contact EnergySale of Rockgas

July 2018

In an environment of continuing

competitive intensity, speed is key to

capturing value for shareholders

Contact EnergyAnnual meeting of shareholders
July 2018

8

Rockgashistory

»Contact acquired 100% of Rockgasfrom Origin

Energy in 2007 for $156m

»FY07 Rockgasgross profit was $42m with an

EBITDAF of $20m

»Contact has improved margins since acquisition

through:

»Operating cost reduction of ~$5m p.a

»Optimisedfuels procurement

»Optimisedbulk services and shipping

»Annual average EBITDAF range for the period under

ownership (FY07 and FY18) of $22m with an

EBITDAF range of between $13m to $35m

»RockgasFY18 unaudited EBITDAF is estimated at

$32m.

»Sold to GSNZ for $260m

Contact EnergySale of Rockgas

July 2018

0

100

200

300

400

500

600

700

800

900

0

20

40

60

80

100

120

FY12FY13FY14FY15FY16FY17FY18

Rockgas LPG product cost NZ$/ T

Average oil price US$/

bbl

Oil price - Brent (lhs - US$)7 year oil price average (lhs - US$)

Rockgas Price of LPG (rhs - NZ$)

0

100

200

300

400

500

600

700

800

900

0

5

10

15

20

25

30

35

40

FY12FY13FY14FY15FY16FY17FY18

Rockgas LPG product cost NZ$/ T

Annual EBITDA ($m)

Rockgas EBITDAF (lhs - NZ$m)Rockgas Price of LPG (rhs - NZ$)

International oil prices and product cost

Rockgasprofitability and product cost

Contact EnergyAnnual meeting of shareholders
July 2018

9

Key financial impacts

EARNINGS PER SHARE

(EPS)

OPERATING FREE

CASH FLOW

CREDIT METRICS (S&P

NET DEBT / EBITDAF)

EBITDAF

($32m)

(1.3 cps)

(0.8 cps)

Unaudited FY18 LPG EBITDAF $32m

Reduction in EBITDAF offset by lower

interest ($15m) and depreciation ($5m) and

accounting tax

Reduction in EBITDAF offset by lower

interest ($15m) and capital expenditure

($6m) and cash tax

BORROWINGS

$250m

Estimated net cash proceeds applied to

borrowings after net debt adjustment and

transaction fees

03

04

05

01

02

strengthened

S&P net debt to EBITDAF ratio expected to

be comfortably below target of 2.8x on

completion

Contact EnergySale of Rockgas

July 2018

Average

(FY07 –18)

Range

(FY07 –18)

EBITDAF$22m

$13m to

$35m

EPS

(0.3

cps)

0.6 cps to

(1.6 cps)

Operating free

cash flow

0.2

cps

1.1 cps to

(1.1 cps)

On FY18 results

Since Contact ownership

Based on the expected net proceeds applied to debt reduction

Contact EnergyAnnual meeting of shareholders
July 2018

10

Conditions precedent and transaction timeline

Overseas Investment Officeconsent for

GSNZ topurchase Rockgas

The consent to change of control or

assignment or novation of agreements

from a limited number of contractual

counter-parties

01

02

Limited conditions precedent

Contact is targeting transaction completion by the

end of 1H19

Estimate 4 –6

months

Transition /

separation

arrangements

2Q FY19

Targeted transaction

completion.

Repayment of

borrowings.

Targeted end of

the transition

period.

6 months after

completion

Contact EnergySale of Rockgas

July 2018

Transition / Separation arrangements

Contact and GSNZ will work together to transfer the

assets and undertakings of the Rockgasbusiness from

Contact to Rockgas

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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