On behalf of the Polish wind farm developer Core presents the description of the projected wind farm KWIDZYN with capacity of 20 MW located in the North of Poland. The company that owns the project (SPV) is based in KWIDZYN. Investment Offer Wind Farm KWIDZYN with Capacity 20 MW 1. Description of the projected wind farm: Location: Area: Tychnowy, Brachlewo, Dubiel, Kamionka i Brokowo Tychnowieckie; Municipality: Kwidzyn, Region: Kwidzyn, Voivodship: Pomorskie Proposed turbines: For the purpose of this project 8 wind turbines (NORDEX N100 with capacity 2,5 MW each) will be used. There is also a possibility to change proposed turbines. Also undertaken a simulation of placing Vestas (under the investor s decision) Signed notary lease agreements with 6 landowners. Duration of the contracts is 29 years. Amount of the lease: 3.500 4.000 EUR/MW. Prepared layout and calculation of the wind farm Issued connecting conditions by ENERGA SA for capacity of 2 X 10 MW. Direct connection to the Main Power Supply Point GPZ Kwidzyn Celuloza with the capacity of 10 MW and Kwidzyn Polnoc with the following 10 MW. Direct connection with 15 kv cable. Very cheap connection conditions. Cost defined in contract with ENERGA SA is accounted to 110 000 PLN. Signed and paid connection contract with ENERGA SA in Gdańsk contract valid until the end of 2016 Approved preliminary land development plan for Kwidzyn municipality. Installation located in the area dedicated for a wind farm 1
Undertaken wind direction and wind speed research. 80 m measurement mast collects data since 1st May 2011. The report from the period May December is available for a review. Undertaken environmental studies Since March 2011. Report for three quarters is available for a review. Prepared maps for planning purposes, the development of the spatial local plan and design of the farm Prepared route of the power cable Municipality s resolution from 7 th January 2011 to proceed with the development of the local plan land use - the procedure for adopting the plan continues on schedule Launched by the urban development office the process of developing the spatial plan. Prepared the concept of the plan and eco-physiographic study. The plan is open for consultancies. Negotiations are underway for the performance of a farm building design and energy project with all the arrangements. Expected time to finalize works: Establishment of spatial plan June 2012 Obtain environmental decision June 2012 Report from wind measurements May 2012 Design the wind farm building project August 2012 Obtain building permit December 2012 2. Attachment: Turbines placing for Vestas V-112 with capacity 3 MW each 2
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3. Investment Offer (Proposed model of cooperation) Summary: The following offer presents bottom up approach to acquire 20 MW wind farm. Due to ongoing wind research the base price for the project is not defined yet and will change depending on the average wind speed (110.000 180.000 EUR/MW if the average wind speed fall between 6,2 7,0 m/s) that will be estimated in mid 2012. Calculations are based on an assumption that the average wind speed is estimated at 6,5 m/s what gives the project value of 3.000.000 EUR. The investor starts with the acquisition of 25% of equity stake for 500.000 EUR, proportionally covers the cost of project (75.000 EUR) and participates if the development of the wind farm. It financially supports the project development after finalizing the following steps: establishment of spatial plan (200.000 EUR) and environmental decision (300.000 EUR). In order to become a new owner of the project, the investor has to pay the difference from 3.000.000 EUR and already covered cost of shares and previously incurred expenses (1.075.000 EUR), that accounts to 1.925.000. EUR. All prices are net prices. Both parties agree that they want to cooperate in the development of the KWIDZYN wind farm with capacity of 20 MW The cooperation will based on the: a) Project of KWIDZYN wind farm: Investor will purchase 25% of equity stake in SPV that has rights to location Kwidzyn. The investor will become a shareholder of 25% shares in the company for 500.000 EUR (The amount has to be negotiated if the investor is willing to buy more 25% of shares) Existing shareholders will retain remaining 75% shares in the company Both parties cover the costs of the project in proportion to the number of shares Estimated costs and timeline are defined in the following table (table 1): 4
Table 1. Expenses in KWIDZYN project (in PLN. Exchange rate EUR/PLM = 4,3) No. Type of cost Timeline Net amount Gross amount 75% of gross amount 25% of gross amount Notes 1. Maps preparation 31.12.2011 110.000 135.300 101.475 33.825 Ongoing 2 Environmental studies 30.06.2012 128.000 157.440 118.080 39.360 Ongoing since 1.03.2011 3. Spatial plan 31.05.2012 46.000 56.600 42.450 14.150 Ongoing since 1.07.2011 4. Wind measurements 30.06.2012 13.200 16.240 12.177 4.063 Ongoing since 1.05.2011 5. Electric project 30.06.2012 200.000 246.000 184.500 61.500 Contract under preparation 6. Building project 31.08.2012 200.000 246.000 184.500 61.500 Contract under preparation 7. Road, cable easement, etc. 30.06.2012 247.800 304.800 228.600 76.200 Prepared router of the cable 8. Cost of exclusion land from use 31.10.2012 65.000 65.000 48.750 16.250 9. Logistic 30.06.2012 10.000 12.300 9.225 3.075 10. Cost of division of the land 30,06,2012 20.000 24.600 18.450 6.150 11. Notariat and administrative costs 31.07.2012 10.000 12.300 9.225 3.075 12. Lobbing costs 31.12.2012 50.000 61.500 46.125 15.375 13. Reserve, road project, geology 31.10.2012 190.000 233.700 175.275 58.425 Prepared geological report 14. Land lease agreements Signed by notary 15. Layout Prepared Total (PLN) 1.290.000 1.571.780 1.178.835 392.948 * *Total expenses that must be covered by the Investor by 31.12.2011 are equal to 75.000 EUR (net) 5 Warszawie, XII Wydział Gospodarczy Krajowego Rejestru Sądowego.NIP: 526-23-51-602, Wysokość kapitału zakładowego: 244.000,00 zł
According to the decision that both parties cover the cost of the project in proportion to the number of shares it is proposed: b) Investor (besides the purchase of shares) covers in 25% the expenses presented in Table 1 that will be distributed within 24 months. To summarize: cost of purchase 25% of equity stake: participation in Kwidzyn project expenses: (paid according to timeline presented in Table 1) Total: (costs will be covered within 24 months) 500.000 EUR 75.000 EUR 575.000 EUR c) Later on Investor in Kwidzyn wind farm pays certain amounts after fulfilling further steps in following dates: I step: establishment of spatial plan: (expected date April 2012) II step: obtain environmental decision: (expected date June 2012) obtain building permit (expected date October December 2012) 200.000 EUR 300.000 EUR 500.000 EUR The difference between the base amount for the wind farm multiplied by number of MW, and the sum of costs and expenses incurred so far (575.000 + 500.000) Methodology of calculations: The base amount for the wind farm is calculated by using data from table 2 presented below. If the final report of wind measurement presents the average wind speed at 6,5 m/s then the price for final settlement is 150.000 EUR per MW, if 6,6 m/s then the price is 155.000 EUR and so on. 6
Table 2. Wind table Wind speed m/s Euro/ MW 6,2 100.000 6,3 115.000 6,4 125.000 6,5 base 150.000 6,6 155.000 6,7 160.000 6,8 165.000 6,9 170.000 7,0 180.000 As an example, in the average wind speed is 6,5 m/s: Base amount of the project if average wind speed is 6,5 m/s: 20 MW x 150.000 EUR 3.000.000 EUR the amount for 25 % of equity stake - 500.000 EUR participation in Kwidzyn project expenses - 75.000 EUR costs for steps I & II defined in point c - 500.000 EUR Total: 1.925.000 EUR The investor has a right of first refusal of shares for price defined in table 2 reduced by previous payments. This model presents the target acquisition of 100%. The SPV is also interested in a settlement that allows the primary shareholders to save for instance 2 wind turbines (that accounts to 25% of shares). Then the amounts of 1.925.000 EUR may be classified and accounted for share of own funds in project Kwidzyn that will be financed by bank. According to own calculations that will cover 20-25% of SPV own shares in this project. Investor is obliged to provide external financing of the project. 4. Protection of the buyer a) Based on the purchase offer owner by Developer, the market value of owned and signed connection agreements with Energa SA in the Polish market in the area of Kwidzyn is 50.000 EUR per MW. Therefore, their value is the amount of 1.000.000 EUR. (Transferability of these agreements is not a problem at any time). b) Additional protection of the entire transaction is a possibility to sign an agreement with SPV that if the project had been impossible to finalize or uneconomic, the SPV redeem shares of the Investor, paying them suffered up to date cost. (The agreement should define specific conditions of project unprofitability. The secure of this contract, may be pledged for the remaining shares). 7
c) Investor as a shareholder can constantly monitor the project d) Until the final building permit (31.10.2012) the investor spends 1.075.00 EUR: Cost of 25 % of equity stake Participation in Kwidzyn project expenses Cost of I step after obtaining Spatial plan Cost of II step after obtaining environmental decision 500.000 EUR 75.000 EUR 200.000 EUR 300.000 EUR Hence, the investor s risk is limited, because he is the owner of connection agreement and issued connecting conditions (it is guaranteed by the obligation of the seller to repurchase shares) There is a possibility of cooperation in the further implementation of the project to separate arrangements. 8