Ksk Power Regulatory News (KSK)

12 May 2008 06:00

Not for release, publication or distribution in, or into, the United States, Canada, Australia, Japan, Israel, the Republic of Ireland or the Republic of South Africa. Press Release 12 May 2008 KSK Emerging India Energy Fund Limited ("KEF" or "the Fund") Intention to Float KSK Emerging India Energy Fund Limited, an investment company focused on the Indian power and energy sector, today announces its intention to seek admission ("Admission") of its Ordinary Shares to trading on the AIM Market of the London Stock Exchange plc ("AIM") and on the Channel Islands Stock Exchange ("CISX"). Dealings are expected to commence in early June 2008. KEF will target investment in businesses that operate across the Indian power and energy sector value chain, including those involved in the development of infrastructure. The Fund will be seeking to invest primarily in companies whose assets and businesses are based in India although, if deemed appropriate, it may also invest in companies based outside the region but which have the potential to benefit from the Indian power and energy markets. The Indian energy sector has historically been characterised by power shortages which have been increasing in recent years. Over 40 per cent. of the Indian population are without direct access to power and approximately 14 per cent. of peak demand is unmet. To overcome this deficit, and to sustain the growth of its economy, India needs energy. The Indian Government has a stated mission to provide "Power for All" by 2012. This integrated strategy aims to support a GDP growth rate of eight per cent. by securing sufficient, reliable and inexpensive power. This plan also requires that India's installed generation capacity should grow from a present level of 143,000 MW to 200,000 MW by 2012, an increase that is expected to require a capital investment of approximately US$120-150 billion over the next five years. The Board believes this macro economic background will generate multiple opportunities which fit with the Fund's proposed investment policy. The Fund will appoint KSK Asset Management Services Private Limited to act as the Investment Manager, who in turn, will appoint KSK Investment Advisor Private Limited to act as the Investment Adviser, both of which are subsidiaries of KSK Power Ventur plc ("KSK"). KSK is an Indian power developer listed on the AIM market of the London Stock Exchange (KSK.L, market cap. c.US$1.5 billion). It has relationships with General Electric, who have a 20 per cent. indirect interest in KSK, and Lehman Brothers, who have a 33.4 per cent. interest in KSK's operating subsidiary which has invested circa US$140 million in KSK development projects. KSK also has an existing fund management business having launched and managed the Small is Beautiful Fund, set up in 2004 to invest in captive projects less than 100MW in size, which has delivered four exits to date with an average realised IRR of 19 per cent. (unaudited). The Fund intends to benefit from the network, order book and investments made by KSK and through its prominent position in the Indian power market, it has identified a pipeline of 14 proposed investments for the Fund. These opportunities include equipment suppliers (turbine and boiler manufacturers) and power developers (hydro electric, biomass and gas fired), and the Fund anticipates that this pipeline will expand after Admission. KSK will have completed two of these transactions prior to Admission and the Fund will have the right to acquire these interests at cost. KEF will seek to invest between US$5 million and US$75 million into each investment over a typical two to eight year life cycle, aiming to achieve an IRR in excess of 20 per cent. in each case, and typically exiting via an IPO or trade sale. It is anticipated that the Fund will spread risk by investing no more than 20 per cent. of its Net Asset Value into any one asset and the Board anticipates that at least 80 per cent. of the Placing proceeds will be invested within 12 months following Admission, and the remaining proceeds within 18 months from the date of Admission, subject to standard holdbacks for potential follow-on investment and future management fees. Commenting on the proposed flotation, Tanmay Das, Non-Executive Director of KSK Emerging India Energy Fund Limited, said: "KEF's planned admission to AIM is a significant step in the evolution of KSK's fund management business within India's power and energy sector. "Large population expansion, rapid industrialisation, urbanisation and increasing per capita income are all leading to a huge demand for energy in India. With our business relationships and significant industrial expertise, we are confident of exposing the fund to a number of the future success stories in the sector, generating substantial returns for our shareholders along the way." Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP, is acting as Nominated Adviser to the Fund and Liberum Capital Limited is acting as Financial Adviser and Broker. - Ends - For further information: KSK Emerging India Energy Fund Limited Tanmay Das, Non-Executive Director Tel: +44 (0) 20 7398 7715 Grant Thornton Corporate Finance (Nominated Adviser) Philip Secrett Tel: +44 (0) 20 7728 2578 philip.j.secrett@gtuk.com www.gtuk.com Liberum Capital Limited (Financial Adviser and Broker) Steve Pearce Tel: +44 (0) 20 3100 2224 steve.pearce@liberumcapital.com www.liberumcapital.com Media enquiries: Abchurch Communications Limited Henry Harrison-Topham / Justin Heath Tel: +44 (0) 20 7398 7702 justin.heath@abchurch-group.com www.abchurch-group.com Notes to editors KEF and the proposed investment pipeline KSK has identified 14 potential investments which encompass equipment suppliers (including turbines and boilers) and power developers (including hydro electric, biomass and gas fired). Detailed examples of four of these initial pipeline investments are set out below: 'Company A' is a developer with particular expertise in hydro electric power projects. It currently owns stakes in five power schemes with a total capacity of 7290MW, including a 1200MW hydro power project in the Indian Himalaya which is currently under construction. 'Company B' is a biomass power developer, operating a 4.5MW biomass generator in South India that has been accredited with gold standard Certified Emission Reductions ("CERs"). Company B has also established a vehicle with other partners for the development of several biomass power plants in the State of Punjab which, on commission, will have an aggregate capacity of 147MW. 'Company C' is a leading manufacturer of electricity generation turbines based in the European Union, with decades of accumulated expertise in turbine design, manufacture, installation and servicing. It offers a broad product range across most fuel types (i.e. thermal, biomass, nuclear) and capacities (20MW to 1000MW), to a significant global customer base. Its presence in India is sizeable, and it achieved global orders of 23 turbines (5GW capacity) in 2007 and 24 turbines (6.8GW capacity) in 2008. 'Company D' is a manufacturer of boilers and an Engineering, Procurement and Construction ("EPC") contractor for small and medium size power plants, based in South-East India. During its 25 year operating history the company has commissioned over 800 boiler orders and seven power plants. KSK Power Ventur plc KSK Power Ventur plc (AIM:KSK), a power project development company with interests in multiple power plants across India, listed on the London Stock Exchange in November 2006. KSK Power Ventur plc develops, operates and maintains private sector power projects, predominantly through joint ventures with heavy industrial consumers in the region. Since its flotation KSK's shares have risen 420 per cent. to a market capitalisation of circa US$1.5 billion. KSK operates in India through its subsidiary, KSK Energy Ventures Limited, which is a leading developer in the Indian power sector, having set up India's first merchant power plant and first captive power plant under a build-operate-transfer model. KSK has 3 fully operational power plants (144MW), two power projects under construction (675MW), which are anticipated to be operational in October 2008 and December 2009 respectively, three projects under development (1,973MW) and five further projects (6,345MW) in the planning stage. KSK Emerging India Energy Fund Limited Proposed Board of Directors Michael Liston OBE, age 56 Mr. Liston is chief executive officer of Jersey Electricity plc which is listed on the main market of the London Stock Exchange. He joined in 1986 as chief engineer and became managing director in 1993. He previously held a number of senior posts in the United Kingdom's electricity supply industry. He is chairman of Channel Islands Electricity Grid Limited, non-executive chairman of AIM traded, Renewable Energy Generation Limited, chairman of Foreshore Limited and non-executive chairman of Jersey Post. Mr. Liston is a Fellow of the Royal Academy of Engineering, a Fellow of the Institution of Engineering and Technology and a Member of its Audit and Disciplinary Committees. He is a Companion of the Chartered Management Institute and past chairman of its Jersey branch. He was appointed by the States of Jersey in 2002 as chairman of the Jersey Appointments Commission. Scott Bayman, age 61 Mr. Bayman served over 13 years as president and chief executive officer of General Electric India, transforming a company with US$100 million turnover and a few hundred employees to one that represents all of GE's global businesses in India with a turnover of almost US$3 billion and over 13,000 employees in 2007. He is an independent non-executive director of KSK as well as being a member of the Board of the U.S. India Business Council, a trustee for Aspen India, past chairman of the American Chamber of Commerce India and sits on the corporate boards of Crompton Greaves Limited, Punj Lloyd Limited and Jubilant Energy NV. Tanmay Das, age 37 Mr. Das has a bachelor's degree in electrical engineering and a postgraduate diploma in management from the Xavier's Institute of Management. He has worked in the Industrial Finance Corporation of India Limited, as credit officer in the area of project finance. Mr. Das joined KSK in December 1999. He held the position of chief financial officer, where, in addition to performing his role of capital budgeting, control, compliance and raising capital, was actively involved in the strategic decision making of KSK. He was instrumental in the launch of KSK's asset management business, being actively involved in raising and deployment of the ''Small is Beautiful'' fund. He has also been chief executive officer of the KSK's hydro business group. Currently, Mr. Das is on the board of KSK Energy Ventures Limited, KSK's operating subsidiary, as an executive director, and is responsible for KSK's asset management business. Huw Evans, age 50 Mr. Evans has extensive experience in the financial services industry. He qualified as a chartered accountant with Peat, Marwick Mitchell (which became part of KPMG) and subsequently worked in corporate finance at Schroders. In 1986 Mr Evans joined Phoenix Securities where he worked for twelve years in London advising companies principally in the financial services industry on mergers and acquisitions and more general corporate strategy. He advised companies in a wide variety of sectors, including asset management, stockbroking, insurance and insurance broking and banking. Mr. Evans is a non-executive director of European Capital Limited, a W1 billion private equity fund listed on the main market of the London Stock Exchange. He is resident in Guernsey. KSK Investment Advisor Private Limited - The Investment Adviser The proposed directors of the Investment Adviser include Tanmay Das and the following: Sethuraman Kishore, director, age 45 Mr. Kishore is a founder and executive director of KSK and is a chartered accountant. He is head of the business development and capital formation group of KSK. He has co-chaired the Energy Committee of Federation of Andhra Pradesh Chambers of Commerce and Industry. Prior to founding KSK, Mr. Kishore had advised and provided consulting services to a number of power projects in India. His areas of specialisation are handling investments for power equity funds in small-to-medium sized power projects, regulatory reform and restructuring of the power sector, distributed power generation, and advising on and arranging project finance for the infrastructure sector. Kolluri Ayyappa Sastry, director, age 48 Mr. Sastry is a founder and executive director of KSK and is also a chartered accountant. He heads the execution and operations divisions of KSK and is also responsible for its financial accounting and records. His areas of specialisation are financial accounting, contracting, commercial implications, taxation, legal/regulatory affairs and company law. He has extensive experience in system design and implementation of corporate business models and its accounting. Prior to founding KSK, Mr. Sastry has advised many companies on matters relating to company law, taxation and foreign investment and foreign exchange regulations. The Investment Adviser team also includes: Umesh Kudalkar, fund manager, age 45 Mr. Kudalkar has a bachelors degree in mechanical engineering, a masters in management studies and is a chartered financial analyst. He most recently acted as chief executive officer of Sicom Capital Management Private Limited for 8 years, where he was responsible for conceptualising the funds, raising funds from institutions and high net worth individuals, developing investment and divestment strategy, selecting investment opportunities, profitable fund deployment, corporate governance and overseeing support functions. Before this, Mr. Kudalkar worked for 13 years with SICOM Ltd., a financial institution focused on corporate financing. He handled a variety of assignments in SICOM, including business development and project funding. Ajay Bhaskar Limaye, fund manager, age 38 Mr. Limaye has a bachelors degree in production engineering, an MBA in finance and is a chartered financial analyst. He has most recently worked for 8 years as senior vice president at Sicom Capital Management Private Limited where he was responsible for deploying the funds, deal structuring, legal agreements, divestments, investor presentations and other fund management activities. Prior to this, Mr. Limaye worked for 6 years with GVFL Limited, a pioneer in the Indian venture capital industry that managed multiple funds raised from domestic and overseas investors. He started his career with RPG Enterprises, a diversified Indian business house, where he worked in areas such as MIS and IPO management. Sandhya Rani Sama, chief financial officer, age 38 Ms. Sama is a chartered accountant with 12 years of experience in financial auditing and accounting. She was previously a vice-president at S.R. Batliboi & Co (a member firm of Ernst & Young Global), and has extensive experience in risk management, financial reporting and has been involved in capital market transactions such as preferential allotments, qualified institutional placements and foreign currency convertible bonds for large corporations. Disclaimer The contents of this press release, which have been prepared by and are the sole responsibility of the Fund, have been approved by Grant Thornton Corporate Finance and Liberum Capital Limited. Grant Thornton Corporate Finance and Liberum Capital Limited are authorised and regulated by the Financial Services Authority and are acting for the Fund in connection with the placing and admission to trading on AIM and the CISX and will not regard any other person as their respective clients and will not be responsible to anyone other than the Fund for providing the protections afforded to their respective clients or for providing advice in relation to the placing, the admission to trading on AIM and the CISX, the contents of this press release or any matters referred to herein. This press release is not for distribution (directly or indirectly) in or to the United States, Canada, Australia, Japan, Israel, the Republic of Ireland or the Republic of South Africa. This press release is not an offer of securities for sale in or into the United States, Canada, Australia, Japan, Israel, the Republic of Ireland or the Republic of South Africa. This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares of the Fund or any other securities, nor shall the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor, and any purchase of or application to subscribe for securities of the Fund should be made only on the basis of information contained in the listing document and the AIM admission document in its final form. In particular, this press release refers to certain events as having occurred which have not occurred at the date it is made available but are expected to occur prior to the publication of the listing document and the AIM and CISX admission document in its final form relating to the Fund. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise be lawfully communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "relevant persons"). The Ordinary Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Ordinary Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents. This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended or an exemption therefrom. The issuer has not registered and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities in the United States or to US Persons (as defined in Regulation S). The Company will not be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. No money, securities or other consideration from any person inside the United States or US Person is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinance, 1959 as amended has not yet been obtained for the raising of monies by the Fund. The Fund intends to apply for consent under the Guernsey Financial Services Commission's framework relating to Registered Closed-ended Investment Funds. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council takes any responsibility for the financial soundness of the Fund or for the correctness of any of the statements made or opinions expressed with regard to it. Interests in the Fund may not be offered directly to members of the public in the Bailiwick of Guernsey. The "public" means any person not regulated under any of Guernsey's financial services regulatory laws within the Bailiwick of Guernsey. The distribution of this press release and other information in connection with the admission in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Some of the information contained in this press release contains statements that are, or may be deemed to be forward-looking statements. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you not to rely on any such statements as statements of historical fact or as guarantees or assurances of future performance. Save as required by law or by the Listing Rules, Disclosure and Transparency Rules or Prospectus Rules of the Financial Services Authority, we undertake no obligation publicly to release the results of any revisions and updates to any forward-looking statements in this press release that may occur due to any change in our expectations or to reflect events or circumstances after the date of this press release. Information in this press release relating to the Fund and the Admission cannot