APR Energy to Become Publicly Listed Company: Accelerates Ability to Grow
Sunday, June 12, 2011JACKSONVILLE, FLORIDA APR Energy today announces it has completed the first step in its process to become a publicly traded company. APR Energy Cayman Limited, and its service company, Falconbridge Services LLC, (together “APR”) became wholly owned subsidiaries of Horizon Acquisition Company (“Horizon”) for a combined equity consideration of $855 million, based on Horizon‟s closing share price on Friday June 10th, 2011, satisfied by the payment of $359 million in cash and the issue of 32.1 million new Horizon shares. The transaction leaves approximately $275m of cash on Horizon's balance sheet to accelerate APR‟s growth. The transaction leaves the management of APR and its organization unchanged.
Horizon is a company listed on the London Stock Market with the specific purpose of acquiring a fundamentally strong business should represent immediate value to Horizon investors and should be a business where providing new equity, and a listing on the London Stock Exchange, would substantially enhance its prospects and provide it with key advantages in its market.
Horizon‟s shares have been immediately suspended, with the intention to re-name Horizon as APR Energy plc and to re-admit the ordinary shares to the standard list of the London Stock Exchange. The prospectus for this listing is expected to be published and APR‟s shares to be admitted, to the Official List by the end of September 2011.
John Campion, CEO and Founder of APR, said:
“Little happens in the world today without electricity, and indeed reliable electricity. In many regions across the globe, particularly in emerging markets, there is a significant and widening deficit of power that is holding back economic growth and living standards. APR‟s temporary power solutions provide a critical solution to these shortages. Our rapidly deployed, flexible, cost effective solutions bring needed power to communities around the world. By reversing into Horizon, APR Energy becomes a publicly listed company, we accelerate our ability to grow with an immediate injection of new capital and long term access to capital markets that truly understand our business and we reinforce our commitment to our customers across the world.”
Mike Fairey, Chairman of Horizon, said:
“We believe APR Energy is a great investment, offering both immediate value and outstanding potential for our shareholders. We see its proven track record in a fast growing global marketplace, with historical returns on capital of over 30%, as only the start of what it can achieve. The acquisition is at an attractive price relative to its quoted peer, the injection of our cash accelerates APR Energy‟s ability to grow, and its stock market listing will enhance its reputation and provide further access to growth capital if required.”
Based in Jacksonville, Florida, and founded by John Campion, CEO, and Laurence Anderson, COO, through the buy-out of Alstom‟s power rental business in 2004, APR is the number 2 player to Aggreko in the rapidly growing global market for gas and diesel fired temporary power plants. APR employs over 500 people directly or indirectly in 10 countries. It deploys and operates gas, diesel and dual fuel fired temporary power plants, typically contracted on 1 to 3 year terms, usually with extension options.
APR is principally focused on emerging markets, which generally have structural imbalances in the demand and supply of electricity, and where demand for temporary power solutions is strong. Its business is similar to, though younger than, Aggreko‟s International Power Projects business. Developing countries with fast growing economies tend to be structurally short of electricity supply capacity, owing to the long lead times for building permanent power stations, failure to predict future demand rates and lack of ability to finance major capital projects. In addition, the re-examination of the future of nuclear power in many countries following the Japanese crisis is likely to increase further the world wide requirement for temporary power solutions.
APR‟s revenue has grown from $37m in 2007 to $126m in 2010, with rapid growth continuing in 2011. EBITDA and net income have grown rapidly, as has operational cash flow. Key drivers of APR‟s revenue and profitability are its rapid deployment of fleet capacity and high utilization rates. In 2010, with an average fleet capacity of 286MW, APR‟s turnover was $126m, and its EBITDA was $64m.
As at 31 December 2010, APR‟s fleet capacity was 358MW, up 68% compared to end 2009. During 2011 to date APR has grown its fleet capacity to 714MW. The availability of Horizon‟s $275m of cash should enable APR‟s capacity to grow by a further 500-600MW.
Historically, utilization rates have been between 90% and 100%. The 203MW contract win with Tokyo Electric Power Company has further reinforced APR‟s reputation and the demand for its services.
The weighted average age of APR‟s plant fleet is under 3 years, and it is also differentiated by embracing a range of technologies, including dual fuel turbines, as well as diesel modules. APR is able to satisfy the needs of its customers through this diverse product offering.
Soros Fund Management and Albright Capital Management invested in APR in early 2011. They are rolling the majority of their investment into Horizon shares and will own approximately 14% and 13% respectively of Horizon's share capital. APR Management will own approximately 12%.
Power Sector Overview
There is a considerable, global structural imbalance between supply and demand for electricity, and this is forecast to increase by 50GW a year to around 600GW by 2015.
The imbalance is particularly acute in developing countries where, as standards of living increase, electricity demand grows more rapidly, with the result that many of these countries are reaching critical points with more frequent and damaging power cuts.
A new permanent generating plant takes many years to plan, finance and construct at a cost of hundreds of millions of dollars, often with attendant network and other infrastructure demands. Financing such plants can also present challenges, particularly for emerging economies, and this can add further time and constraint.
By 2015, 25% of current global electricity generation capacity will be over 40 years old, particularly in developed markets. A replacement cycle adds to demand for new capacity.
Against this backdrop, temporary power solutions are compelling. They can provide power within weeks, not years. The up-front capital requirement is low relative to permanent plants. They provide reliable power, whether for efficient „peaking‟ capacity or for 24 hour-a-day operation, and are well suited to the rapid expansion of mining, industrial and other operations. They can be distributed across the grid, eliminating or reducing the need for additional transmission infrastructure. If and when permanent capacity can meet demand, they can be demobilized to other customers.
The temporary power solutions market is highly fragmented, but with only two global players – Aggreko and APR. Scale benefits are important, and barriers to entry are significant, including access to capital, convincing customers of expertise to execute contracts, purchasing scale, availability of plants and ability to relocate plants efficiently.
DISCLAIMERS
Exchange rates taken at £1= US$1.623, being the closing mid-market rate as at the close of business on Friday 11 June 2011.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis Securities Limited (“Numis”) or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Numis, which is authorized and regulated by the Financial Services Authority, is acting for the Company in connection with the Acquisition and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.
This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities. The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Certain statements in this announcement are forward-looking statements which are based on the Company‟s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed any historical published earnings per Ordinary Share.
For more information contact:
Sarah Strickland
Public Relations Coordinator
Direct Phone: +1 (904) 223- 2277
Email: Sarah.Strickland@APRenergy.com
