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ADB Climate PPP Fund: An Overview May 2013 strictly private & confidential Disclaimer This document has been prepared to provide prospective investors with the opportunity to determine their preliminary interest regarding a product (“product”) that is being prepared by the Asian Development Bank (“ADB“) and may not be used or reproduced for any other purpose. This Program received ADB Board approval on February 15, 2012.This document is for informational purposes only and all information contained herein is subject to revision and completion. This document does not constitute or form part of an offer to issue or sell, or of a solicitation of an offer to subscribe or buy, any securities or other financial instruments, nor does it constitute a financial promotion, investment advice or an inducement or incitement to participate in any product, offering or investment. Any such offer will be made only by means of the product’s confidential private placement memorandum or such other offering documents as may be delivered by ADB to prospective investors and is subject to the terms and conditions contained therein and in the limited partnership agreement of the product. The information set forth herein does not purport to be complete. In addition, this document does not constitute nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any investment contract. Please note that the views, analyses and opinions reflected herein unless expressly stated otherwise reflect the perspective of the deal team and do not necessarily state or reflect the views of ADB. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained herein. No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. Certain information in this document has been derived from materials furnished by outside sources. ADB assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Nothing contained herein should be construed as legal, business or tax advice. This document contains confidential information and the recipient hereof agrees to maintain the confidentiality of such information. This document is intended solely for the information of the person to whom it has been delivered. Distribution of this information to any person other than the person to whom it has been originally delivered and to the advisers of such person who are also subject to a duty of confidentiality is unauthorized, and any reproduction or transmission of these materials, in whole or in part, or the divulgence of any of its contents to third parties, without the prior consent of ADB, is prohibited. The distribution of this document may be restricted in certain jurisdictions. The information herein is for general guidance only, and it is the responsibility of any person or persons in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. In particular this document is not intended for distribution in the United States or for the account of U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)), except to persons who are both “qualified purchasers” (as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”)) and “accredited investors” (as defined in Rule 501(a) under the Securities Act). CONFIDENTIAL 1 Climate Finance Market Sustainable investing is an increasingly mainstream area that will impact MDB’s positioning in the market There is significant partnership potential with institutions that have common goals and complementary capabilities Reputation + Sustainability Drivers + Financial Returns Partnership Potential Private Sector Investors Call for all MDBs SRI Players MDBs Current space Trends _ _ Development Impact / Sustainable Investing + Note: For illustrative purposes. Several sources were consulted but exact position/proportion of shaded areas could vary CONFIDENTIAL 3 Investment space and risks Infrastructure Biomass Geothermal Landfill Gas Waste-Energy Green Transportation Real Estate Hydro Solar Technology Wind Clean Fuels Smart-grid Lighting Batteries Component Manufacturing Recycling Waste water Fisheries Forestry Waste-Heat Combined Clean Advanced Materials Heat & Power Transport Recovery Nature base assets CSP/ Desalination Renewable Energy Water Resource Efficiency CONFIDENTIAL Sustainable Environmental Agriculture Remediation Environment 4 Market: Growth potential/upside particularly for those who can address current bottlenecks Investors interest in environmental finance investments US 620 bn* Yearly investment needs in environmental finance US 780 bn* Current Mkt Size US 120 bn* Bottleneck factors … Regulatory uncertainty Information and knowledge gaps Lack of scale and high transaction costs … that require Exposure to regulators and policy makers and skills that go beyond the traditional banking/investment managers Cross disciplinary team with ability to build synergies across environmental sectors: investors, knowledge, network, brand reputation Strong network and access to niche opportunities Infant sector with underdeveloped risk tools Tailored and customized risk approaches * Estimates based on New Energy Finance publications, EBGC calculations of demand from Pension funds, SWF, insurance companies, other institutional investors, HNWI and Family Offices, Stern Report and World Bank “Winds of Change” estimates CONFIDENTIAL 5 Opportunities Benefits of intersection area Public sector funding2 Private sector funding2,3 Number of facilities: 50+ Number of funds: 75+ Average size: ~$300 million Players: Managed mostly by MDBs and other development agencies Growth prospects: Limited Average size: ~$200 million PPP Fund Players: Managed by fund managers mostly in the private equity space Growth prospects: Significant, particularly with new incentives/instruments Notes: (1) Data is based on best available information as provided by Preqin, climatefundsupdate.org, ADB, and World Bank. (2) Data refers to facilities/funds with exposure to Asia. (3) This information includes Private Equity Funds that are both closed and currently raising capital. CONFIDENTIAL 7 MDBs value addition in a JV with private operator ADB has a long track record in areas like infrastructure, cleantech, water, and agriculture 1 Expertise 2 29 offices across developing Asia including frontier countries important for deal sourcing Reach and monitoring activities. Additionally, ADB has access to regulators and policy-makers and benefits from an institutional reputation that private sector operators value ADB has several unique risk-mitigating facilities that are relevant for players who want to 3 Risk mitigating instruments 4 enter/reinforce their emerging market presence. Investment vehicles (such as CP3) are recognized by the World Economic Forum as highly applicable to emerging market conditions: one-stop shop for debt, equity and grants, complemented by policy dialogue ADB has privileged relationships with other DFIs and public sector sources of finance. Access to new investors 5 that, due to environmental constraints, are becoming increasingly attractive to mainstream investors Environmental, Social and Governance Additionally, ADB reputation and development credentials appeal to socially responsible investors (SRI) Most private sector institutions do not possess ADB’s capabilities in ESG and development impact measurement that is becoming essential for risk mitigation and reputation purposes CONFIDENTIAL 8 How do we reduce risk or add value? (grey areas = differentiators) Partners and Public Sector Agenda Investors Fund Manager Debt Project finance Guarantees Grant Dedicated TA Other climate change related facilities managed by ADB Fundraising: Public and private investors Deal Sourcing: > 40 offices in the region Execution: Team of 12* combined ADB/FM staff Monitoring: Unique risk mitigators Exit: Strong historic track record Country dialogue Support Financial + Facilities Investment Program + Support Knowledge Facilities Regulatory framework / Policies Political risk mitigation ESG Assessment Dedicated resources SRI compliance Climate Change Knowledge Pool Returns > 10%** High Develop. Impact Historic project/country information Conferences & seminars *Note: Based on a $1B fund size **Note: The statement of target return amounts is not a representation that the fund will only make investments whose individual expected returns are in excess of the target return. No implication shall be drawn as to the advisability of investing in the fund. CONFIDENTIAL 9 PPP Fund re-engineered to match target investors needs and risk profiles ... PPP Fund offers: Pension funds and SWF are looking for: Infrastructure Long term capital protection and inflation hedge GreenTech Natural Res. Investment drivers anchored in long term macro fundamentals and inescapable environmental constrains. Additional likely upside from future public/regulatory support Renewable power and real assets may benefit from a variety of long-term contractual arrangements specifically designed to provide revenue certainty over 15-20 years with inflation protection Non correlation with financial markets Private equity investments less vulnerable to equity markets and offer diversification value. Additionally high growth expected in Asian markets given lag to EUR/US Clear structures and solid risk mitigation mechanisms Partnership between reference player in the private equity industry and ADB unique risk mitigating instruments Diversification across a wide range of sectors, geographic regions and investment structures within a rigorous investment process with multi-party, interdisciplinary due diligence and on-site monitoring Strengthening of SRI, “impact investing“ ADB champion of sustainable and triple bottom line investing with high environmental & sustainability investment standards CONFIDENTIAL 10 … and to offer a new product specifically designed to minimize climate finance risks + Private Equity Return PPP Fund Project Finance _ >10% ; 0.75%/7.5% Mix of sectors including infrastructure within env. finance Global Inst. investors and DFI 6-12%; 1-2% Mostly infrastructure Local Financial Inst. and Dev. Fin Inst. (DFI) _ >20%; 2%/20% Niche or high potential but undercap. sectors that could offer diversif. /arbitage opport. HNWI, Asset managers, SWF, Pensions, FoF Risk CONFIDENTIAL Returns & Fees Sectors Typical Investors + 11 PPP Fund within climate change finance Instruments Effectiveness1 Offset markets and voluntary 3 Carbon Offset flows 3 Carbon markets 2 Policy incentives NE Grants 4 Sources Allocation & Growth Potential2 ($, bn) Carbon taxes 7 Domestic public budgets NE General tax revenues NE Global capital markets 55+ Notes: Bilateral agencies/ banks 24 Multilateral agencies/ banks 15 Concession loans 13 Market rate loans 56 Public funding sources 42 2% CP3 Space Private sector finance 55 Equity 18 Private funding sources 55 10% (1) Based on multiplier and refinancing effect (2) CAGR 2011-2016 Source: Climate Policy Initiative (CPI) , ADB, 2011. Boxes and flows not drawn to scale Legend: CONFIDENTIAL Public money Offset money Private money NE Not Estimated 12 PPP Fund: Differs from existing public sector facilities… Differentiator factors Pure Public Sector Facilities PPP Fund Leverage/Resource mobilization Marginal % of private sector investors Leverages public funding to mobilize private capital; Targets multiper effect of >200x Vehicle‘s suitability to address market constraints Deployment ratios below expectations due to market conditions and disbursement criteria Recognized by World Economic Forum as highly applicable to market conditions: one-stop shop for debt, equity and grants Knowledge and technology transfer Limited ability to attract new players to the region Partnerships with best-in-practice fund managers and industry players to promote FDI and knowledge/technology transfer Reach Policy/regulatory work separated from investment opportunities; Limited reach beyond DFIs and government institutions Financial facilities combined with policy dialogue that could effectively change investment environment in this sector; Diverse set of investors, players and agencies operating under a common platform Returns Primarily loans and grants, not reinvested into this space Private equity, commercially-driven returns model with revolving effect Scope Often capacity-building and investments in adaptation/mitigation areas Pan-Asian, diversified strategy targets wide spectrum of infrastructure, technology, and naturebased investments with positive climate impact Impact Limited due to reach, scope, and lack of private sector leverage effect 1 2 3 4 5 6 7 CONFIDENTIAL Unique impact on job creation (>5,000 jobs/year), CO2 reductions (2.5M TCO2/year), and technology transfer (90%) 13 The Climate PPP Fund concept 1 A vehicle that will mobilize capital at scale from global public and private sector investors … 3 … through an unique investment management platform that combines private operators and MDBs with equity, debt and grant facilities … Fund Manager Fund $1bn 2 … to invest in environmental finance in Asia … Fund Investments Co-investments 4 … designed to maximize impact and complement existing initiatives in this space. Climate Fund + Clean energy initiatives CONFIDENTIAL 14 Contact information Duarte Henriques da Silva Project Coordinator/PPP Fund Private Sector Operations Division Capital Markets and Financial Sectors Asian Development Bank 6 ADB Avenue, Mandaluyong City 1550 Philippines (p) +63 2 683 1829 [email protected] Brian Liu Investment Specialist Private Sector Operations Division Capital Markets and Financial Sectors Asian Development Bank 6 ADB Avenue, Mandaluyong City 1550 Philippines (p) +63 2 683 1765 [email protected] CONFIDENTIAL 15 Key takeaways Compelling Investment Opportunity Experienced Investment Manager Fund Manager CP3 Risk Return Customized Investment Strategy Unique Program Attributes • Robust macro drivers in sector and region • Maturing PE market well positioned for low carbon and resource efficiency • Natural resource limitation • Early mover advantage and window of opportunity for scaled investment • Deep sector expertise • Track record and sector exposure above benchmarks • Extensive local presence brings extraordinary sourcing and coverage • Public private partnership supported by environment finance reference investors • Focus on optimizing risk-adjusted returns in emerging markets • LP preference for scale diversification and SRI exposure • Unique ability to mitigate risk • Hybrid fund and co-investment approach • Efficient fee structure • Low correlation with financial markets and hedge on climate / fossil fuel risk • Stable, inflation protected revenues with substantial upside • Significant anchor commitments and strong alignment of interest CONFIDENTIAL 16 Climate PPP Fund expected development impact Public Sector Loan Operations Private Sector Equity Operations Climate PPP Fund Public sector avg catalytic effect Private sector avg catalytic effect Catalytic effect Job creation (#) / Taxes generated ($m) Public sector operations Yearly private sector (PE) Op. impact Yearly Fund impact NA 4,391 jobs / $472m paid taxes 5,000 jobs / $885m paid taxes Technology & Skills Transfer (% inv. with + impact) Public sector operations Total private sector portfolio Fund investments NA 72% 90% Greenhouse gas emission reduction (tCO2-eq/year) Public sector yearly average Private sector yearly average Fund expected yearly average 18,560,131 3,268,145 2,500,000 Total multiplier effect of $100m MDB Investment Environment, Social and Governance (ESG) compliance Foreign direct investment promotion (%) Non Reg. Inv./Financiers Local investors Public sector track record Private sector track record At entrance/investment relying in At entrance/investment relying in most cases on 3rd parties implement. most cases on 3rd parties implement. Average project Average project < 20% < 30% CONFIDENTIAL Fund MDB in the drivers seat with direct impl. responsibilities on ESG issues Fund < 70% 17 Climate PPP Fund expected development impact (cont.) Public Sector Loan Operations Geo exposure & promotion of regional integration Definition of space and exposure to new markets Partnership bet. public& private op.& strengthening of donors' collab. agenda Scope of interventions and resources Private investors participation (%) Average project Average project Mostly country focus Mostly country focus Average project Average project Climate PPP Fund Fund Regional, allows for divesification at scale Fund Climate change mitigation or adaptation Mostly renewable energy projects In addition to RE/EE, introduction of a third pillar-nature based assets (sust. agri, water, forestry, fisheries)-that reinforces SRI and mega trends inv. case Public sector track record Private sector track record Structure & Implement. Arrange. Medium Medium Wide platform of donors and PPP effect Traditional Interventions Traditional Interventions Knowledge dissemination, technical assistance, policy dialogue and public financing Participation in projects originated by private sector operators. MDB intervention mostly as financier Average project Private sector Invest. DFIs & Public Invest. Returns (%) / Revolving effect Private Sector Equity Operations Average project < 10% Fund platform Combination of policy dialogue and grant, debt & equity facilities under the same platform to address market bottlenecks Fund < 60% < 40% Average project Average project Fund IRR < 10% IRR > 8% IRR > 10% CONFIDENTIAL 18 I. Concept CP3: Unique insight, expertise and investing capabilities A leading global banking platform (est. 1856) with a customized PE fund investment team (est. 1999) An AAA-rated, Asia-focused multilateral development bank (est. 1966), with 67 member countries Approx. $28B of client commitments under management from institutional investors, financial institutions, family offices and high net worth investors; 433 fund investments and 97 co-investments $17B in approved financing in 2010; $800M+ in private equity funds under management $1.3B in sector-relevant investments, via 35 co-investments and 30 fund investments $7.2B invested in 139 clean energy projects since 2003; several carbon funds totaling $300M Comprehensive Pan-Asia climate investing strategy across three sectors: (1) alternative energy generation, (2) energy efficiency, (3) natural resources & environmental services Unique approach Synergetic and complementary joint venture Customized strategy offering diversification at scale Global perspective and local execution Proprietary risk mitigating facilities and policy/regulatory expertise Investment team Dedicated execution team supported by full fledged platform – 10+ nationalities – 10+ languages Expertise in clean technology, private equity, environmental finance, and project finance Support platform Over 200 energy investment bankers, including 43 professionals in Asia Over 30 alternative energy analysts, including 10 in Asia Over 40 policy dialogue, environmental safeguards, and regulatory support experts Access to debt financing, concessional/grant financing, technical assistance facilities, and guarantees Sourcing and monitoring Extensive local presence, exceptional networks, and proprietary databases to deliver unique knowledge/deal flow Proprietary monitoring system that provides 24/7 web-based access to portfolio information and reports Background Assets and Investors Sector exposure Investment thesis CONFIDENTIAL 20 The ADB/FM partnership: Synergetic and complementary, combining extensive local presence and sector expertise The Asian Development Bank features a network of over 2,800 employees operating in more than 29 countries and a track record of $7.2 billion invested in 139 clean energy projects since 2003. Astana Tbilisi Almaty Tashkent Yerevan Baku Ulaanbaatar Beijing Bishkek Beijing Dushanbe Ashgabat Tokyo Seoul Kabul Shanghai Kathmandu Pakistan New Delhi Guangzhou Dhaka Mumbai Kolkata Hanoi Taipei Hong Kong Vientiane Pune Hyderabad Bangalore Chennai Colombo FM Offices Manila Manila* Bangkok Phnom Penh Kuala Lumpur The Fund Manager capitalizes on global opportunities through its network of over 50,000 employees operating in more than 50 countries. The bank has a significant presence in Asia, with 21 office locations in 10 countries and approximately 3,400 professionals across the Continent. Labuan Singapore ADB Offices * ADB HQ Jakarta Dili CONFIDENTIAL Port Moresby 21 Strategy: Designed to maximize upside of the investment case and leverage on market trends …within a conservative investment strategy… Focus on countries with favorable investment conditions… Policy Support E&Y Renewable Energy Attractiveness World Index 2011 1st 3rd NA NA NA NA NA E&Y Private Equity Attractiveness EM Index 2009-10 3rd 6th 1st 17th 23rd 5th 22nd Legend: High Non-control fund investments 30% allocation targeting leading fund managers Non-control coinvestments 70% allocation alongside leading fund managers in portfolio companies Leverage The Fund does not anticipate using leverage, but underlying funds and portfolio companies will Exit Strategy IPO on global exchanges, M&A to strategic buyers, secondary sale to financial investors Low Source: Investment Environment and Government Policy for Climate Change Adaptation and Mitigation Funds, John Sawdon, 2011, ADB, E&Y 2007 and 2011 …through a well diversified set of investment vehicles*… Infrastructure Private Equity Total Target # deals Fund Investments 20% 10% 30% 10-15 CoInvestments 40% 30% 70% 25-35 Total 60% 40% 100% 35-50 Source: CFIG and ADB, 2011 …that will benefit from ADB-managed debt/grant facilities. Facility Name Asian Solar Energy Initiative Small Wind Initiative/Quantum Leap in Wind Clean Energy Financing Partnership Facility Asia Pacific Carbon Fund Future Carbon Fund Asia Climate Change & Clean Energy Venture Cap Initiative Climate Change Fund Carbon Capture & Storage Fund Amount ($, mn) 9,500* 1,000* 250 150 115 100 40 20 * Including co-financing. Source: ADB, 2011 *Note: This sample investment strategy is presented for illustrative purposes only and is based on a number of assumptions regarding available investments that may not provide to be correct in the future. CONFIDENTIAL 22 Portfolio construction and target returns Investment strategy Funds Co-Investments Joint Ventures Target experienced GPs with track record in the region in low carbon sectors Attract global managers with Asia teams to establish sector-focus funds Seed platforms in Asia with global managers entering sector and region Diverse portfolio of mature infrastructure technologies at utility-scale with contracted cash flows and government incentives Buyouts in industrials with rapid growth in low carbon sectors Growth investments in companies with significant revenue, bottom-line traction and margin improvement opportunities Target Size No. of deals ~450mn 10-15 Target return 15-20% ~1,050mn 25-35 Fund manager relationships Renewables equipment manufacturers Engineering-procurement-construction ADB/FM existing portfolios CONFIDENTIAL 23 Well-defined deal sourcing strategy Deal sourcing abilities CP3 2013 Pipeline Sources1 Fund Manager Funds Network & platform Funds invested/ to invest Co-investments with corporates / industry players Joint Ventures with regional players CONFIDENTIAL 6 Funds pre-selected Co-Investments 12 Co-Investments pre-selected Note: 1) An additional source of deals not captured here are the large volume of unsolicited investment opportunities from managers interested in establishing a relationship with either ADB or the FM. 24 CP3 fund and co-investment focus list An initial focus list of fund investments and co-investments for CP3 is as follows: (all figures in USD million) Potential fund investments Asia Growth Fund Global Renewable Fund Asia Mezzanine Fund Asia Infrastructure Fund Regional Renewable Fund China Renewables and Cleantech Fund Potential co-investments Project Dragon Project Suriya Project Tiger Project Elephant Project Wind Project Rose Project Power Project Renewables Project Hydro Project Tree Project Green Timing Committment Geography Primary Strategy 2013 2013 2013 2013 2013 2013 $25 $40 $25 $30 $25 $25 Asia/Regional China Asia/Regional Asia/Regional Vietnam/Cambodia/Laos China Growth/Buyout Growth/Buyout Mezzanine Energy Infrastructure Growth Growth Timing Committment Geography Type of business 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 2012/2013 $25 $30 $15 $6 $12 $25 $25 $12 $12 $12 $12 China Thailand Southeast Asia India China China India China Caucasus Southeast Asia India Hydro Solar Energy storage & handling Building management services Wind Sustainable Agriculture Wind, small hydro Wind, solar Hydro Forestry Wind, small hydro CONFIDENTIAL 25 Terms Target Fund Size U$ 1.5 billion Anchor Investors [GBP 60 million] (UK DFID)* [U$100 million] (ADB)* 3% of the total commitments, up to $50 million (Fund Manager) Term Twelve (12) years including five (5) years for investment Target Returns 15-20% per annum** Hurdle Rate 8% per annum Management Fees Performance Fees 0.65% for fund investments, 1.15% for co-investments 5.0% for fund investments, 10.0% for co-investments Potential Investors Pension funds, sovereign wealth funds, foundations, family offices, and other institutional private sector investors Minimum Subscription U$25 million Fund legal structure Cayman-exempted limited partnership*** Anticipated First Close Q1 2013 (TBD) Anticipated Final Close Q1 2014 (TBD) * Subject to approval ** The statement of target return amounts is not a representation that the fund will only make investments whose individual expected returns are in excess of the target return. Return targets are included herein for the sole purpose of illustration and do not reflect any management fees, carried interest, taxes, transaction costs in connection with the disposition of unrealized investments, and other expenses borne by investors, which in the aggregate may be substantial. No implication shall be drawn as to the advisability of investing in the fund. *** CP3 may create additional jurisdictions to accommodate some investor’s preferences. Note: This summary of selected terms and conditions is qualified in its entirety by reference to the program's operative documents as finalized by FM, ADB and the client. CONFIDENTIAL 26 II. CP3 within current climate change finance Climate change finance market Sources Instruments Allocation & Growth Potential1 ($, bn) Offset markets and voluntary 3 Carbon Offset flows 3 Carbon markets 2 Policy incentives NE Carbon taxes 7 Domestic public budgets NE General tax revenues NE Global capital markets 55+ Grants 4 Bilateral agencies/ banks 24 Concession loans 13 Multilateral agencies/ banks 15 Market rate loans 56 Private sector finance 55 Equity 18 Public funding sources ~42 2% Private funding sources ~55 10% Source: Climate Policy Initiative (CPI) , ADB, 2011. Boxes and flows not drawn to scale Notes: (1) CAGR 2011-2016 Legend: Public money Offset money Private money CONFIDENTIAL NE Not Estimated 28 CP3 sits in a narrow universe for public-private capital focused on climate-related investing1 Public sector funding2 Private sector funding2,3 Number of facilities: 50+ Number of funds: 75+ Average size: ~$300 million Average size: ~$200 million CP3 Players: Managed mostly by MDBs and other development agencies Players: Managed by fund managers mostly in the private equity space Growth prospects: Limited Growth prospects: Significant, particularly with new incentives/instruments Notes: (1) Data is based on best available information as provided by Preqin, climatefundsupdate.org, ADB, and World Bank. (2) Data refers to facilities/funds with exposure to Asia. (3) This information includes Private Equity Funds that are both closed and currently raising capital. CONFIDENTIAL 29 Main public sector climate change facilities Facility name1 Year Administrator2 Size ($, mn) Facility type Sector Funding Returns Asia focus Asia Climate Change & Clean Energy VC Initiative 2010 ADB 100 Equity/Grant Clean Energy Public Commercial 100% Clean Energy Financing Partnership Facility 2007 ADB 250 Grant Clean Energy Public Non-commercial 100% Clean Technology Fund 2008 World Bank 4,433 Debt/Grant Cleantech/Carbon Public Non-commercial 30% Climate Change Fund 2010 Govt. of Indonesia 18 Grant Adaptation/Mitigation Public Non-commercial 100% Forest Investment Program 2009 World Bank 599 Debt/Grant Mitigation/Forestry Public Non-commercial <10% Global Climate Partnership Fund 2010 KfW 500 Equity/Grant Mitigation Public Commercial <40% Global Energy Efficiency and Renewable Energy Fund 2008 EIB 170 Equity/Grant RE3 Public Commercial <30% IFC Climate Catalyst Fund 2011 IFC AMC 500 Equity Climate change Public/Private Commercial 50% Indonesia Clean Technology Fund 2009 CTF Partners 250 Equity Cleantech/RE Public Commercial 100% International Climate and Forest Initiative 2008 Govt. of Norway 517 Debt/Grant Mitigation/Forestry Public Non-commercial <50% Least Developed Countries Fund 2002 GEF 415 Grant Adaptation Public Non-commercial <30% Pilot Program for Climate Resilience 2008 World Bank 982 Grant Adaptation Public Non-commercial 30% Scaling Up Renewable Energy in Low Income Countries 2009 World Bank 352 Debt/Grant Mitigation Public Non-commercial 30% SDIC Innovation (Beijing) Investment Fund 2009 SDIC 95 Equity Cleantech/RE SOE4/Private Commercial 100% Climate Public Private Partnership (CP3) Fund 2012 ADB and Fund Manager 1,500 Commercial 100% Technology, infrastructure, Debt/Equity and nature-based assets in Public/Private Guarantee/Grant climate change space Notes: (1) Data is based on best available information as provided by Preqin, climatefundsupdate.org, ADB and World Bank. This is a selected list of public facilities most comparable to the CP3 platform. The full list is provided as an excel attachment. 2) ADB = Asian Development Bank; CTF = Clean Technology Fund; EIB = European Investment Bank; GEF = Global Environment Facility; IFC AMC = International Finance Corporation Asset Management Company; KfW = (German Development Bank); SDIC = State Development and Investment Corp. (3) RE = Renewable Energy. (4) SOE = State-owned Enterprise CONFIDENTIAL 30 CP3: Differs from existing public sector facilities… Differentiator factors Pure Public Sector Facilities CP3 Leverage/Resource mobilization Marginal % of private sector investors Leverages public funding to mobilize private capital; Targets multiper effect of >200x Vehicle‘s suitability to address market constraints Deployment ratios below expectations due to market conditions and disbursement criteria Recognized by World Economic Forum as highly applicable to market conditions: one-stop shop for debt, equity and grants Knowledge and technology transfer Limited ability to attract new players to the region Partnerships with best-in-practice fund managers and industry players to promote FDI and knowledge/technology transfer Reach Policy/regulatory work separated from investment opportunities; Limited reach beyond DFIs and government institutions Financial facilities combined with policy dialogue that could effectively change investment environment in this sector; Diverse set of investors, players and agencies operating under a common platform Returns Primarily loans and grants, not reinvested into this space Private equity, commercially-driven returns model with revolving effect Scope Often capacity-building and investments in adaptation/mitigation areas Pan-Asian, diversified strategy targets wide spectrum of infrastructure, technology, and naturebased investments with positive climate impact Impact Limited due to reach, scope, and lack of private sector leverage effect 1 2 3 4 5 6 7 CONFIDENTIAL Unique impact on job creation (>5,000 jobs/year), CO2 reductions (2.5M TCO2/year), and technology transfer (90%) 31 …and offers tax-payers an efficient vehicle to tackle climate change challenges at scale Donor Country1 Australia Germany Japan United Kingdom Initiative International Forest Carbon Initiative International Climate Initiative Fast Start Finance International Climate Fund Administrator Australia’s Department of Climate Change / AusAID Germany’s Federal Ministry for the Environment2 Japan’s Ministry of Finance UK Treasury, DFID, DECC, DEFRA, FCO and others3 Year of launch 2007 2008 2010 2011 Pledge size ($, million) 225 800 15,000 4,590 Funding Public Public Public and private Public Facility type Grant Debt/Equity4/Grant Debt/Equity/Grant Equity/Grant Delivery method Funds Direct and via funds Direct and via funds Direct and via funds Focus on Asia (%) >80 30 N/A N/A CP3 applicable? Yes Yes Yes Yes ($100M earmarked) Notes: (1) Data provided is based on best available information, as provided by climatefundsupdate.org, ADB and World Bank. This is a selected list of bilateral public initiatives targeting climate change. (2) The International Climate Initiative is administered by the Federal Ministry for the Environment, Nature Conservation and Nuclear Safety (BMU) of the German government. (3) The International Climate Fund will be managed by a cross-departmental team with representation from the Department for International Development (DFID), the Department for Environment and Climate Change (DECC), the finance ministry (Her Majesty’s Treasury), The Department for Environment, Food and Rural Affairs (DEFRA), and the Foreign and Commonwealth Office (FCO). (4) In addition to debt and grant facilities, the International Climate Initiative where appropriate, via ‘project-based contributions’ to international funds (climatefundsupdates.org). CONFIDENTIAL 32 Main private sector climate change funds Sector and Regional Exposure + Macquarie LEGEND Keystone Sindicatum AIF Capital SAIL Equis SBI Challenger Mitsui Berkeley Westly Element Prax Abundance Nature Elements _ Standard Chartered IL&FS Asia Infra ADB/Fund Manager CP3 South River _ Everbright Aloe Enviro Fund CLSA Inter -Vest Raising funds Public-Private investors 1B Robeco iD Tech Tsing CEF Mostly private investors JP Morgan Capital Asia Infra Dynamics & Resources KTB 700M 400M 100M Vantage Point Aqua Int’l Track Record and Support Platform + Source: Preqin, Company Reports, ADB, 2011 CONFIDENTIAL 33 CP3: Differs from existing private sector funds… Differentiator factors Pure Private Sector Facilities CP3 Size and opportunity Average $200 million; Anchored on powerful macro drivers in sector and region Up to $1,500 million; Window of opportunity for scaled investment platform Risk-mitigation Unmitigated exposure to political and regulatory risk Private sector diligence/execution, combined with unique set of risk-mitigating facilities (guarantees, bloans, grants), and access to policy makers Environmental, Social and Governance Not core business; Typically dependent on third parties Reference institution in ESG compliance; Vehicle SRI1 compliant Deal sourcing and track record Mostly new players with local presence limited to 1 or 2 markets Combined ADB/FM team augments traditional deal-sourcing across the whole region; >10 years track record in this space Diversification Limited either by scale (fund size) or by scope (geography/sector) Diversification at scale across sectors, regions, and investment vehicles Traditional 2/20 fee structure Competitive fee structure below market rates and significant anchor committments 1 2 3 4 5 6 Fee structure Notes: (1) SRI = Socially Responsible Investing CONFIDENTIAL 34 ... and was re-engineered to match target investor’s needs and risk profiles CP3 offers: Pension funds and SWF are looking for: Infrastructure Long term capital protection and inflation hedge GreenTech Natural Res. Investment drivers anchored in long term macro fundamentals and inescapable environmental constrains. Additional likely upside from future public/regulatory support Renewable power and real assets may benefit from a variety of long-term contractual arrangements specifically designed to provide revenue certainty over 15-20 years with inflation protection Non correlation with financial markets Private equity investments less vulnerable to equity markets and offer diversification value. Additionally high growth expected in Asian markets given lag to EUR/US Clear structures and solid risk mitigation mechanisms Partnership between reference player in the private equity industry and ADB unique risk mitigating instruments Diversification across a wide range of sectors, geographic regions and investment structures within a rigorous investment process with multi-party, interdisciplinary due diligence and on-site monitoring Strengthening of SRI*, “impact investing“ ADB champion of sustainable and triple bottom line investing with high environmental & sustainability investment standards *Note: SRI = Socially Responsible Investing CONFIDENTIAL 35 III. CP3 platform Full fledged, triple-bottom line platform in enviro. finance Partners Investors Fund Manager Debt Project finance Guarantees Grant Dedicated TA Other climate change related facilities managed by ADB Fundraising: Public and private investors Deal Sourcing: > 40 offices in the region Execution: Team of 12* combined ADB/FM staff Monitoring: Unique risk mitigators Exit: Strong historic track record Country dialogue Support Financial + Facilities Investment Program + Support Knowledge Facilities Regulatory framework Political risk mitigation ESG Assessment Dedicated resources SRI compliance Climate Change Knowledge Pool Returns 15-20%** High Develop. Impact Historic project/country information Conferences & seminars *Note: Based on a $1.5Bfund size **Note: The statement of target return amounts is not a representation that the fund will only make investments whose individual expected returns are in excess of the target return. Return targets are included herein for the sole purpose of illustration and do not reflect any management fees, carried interest, taxes, transaction costs in connection with the disposition of unrealized investments, and other expenses borne by investors, which in the aggregate may be substantial. No implication shall be drawn as to the advisability of investing in the fund. CONFIDENTIAL 37 CP3 will provide deal sourcing opportunities for existing facilities Name Period Amount ($ mn) Focus Areas CP3 Specific Technical Assiatance Project Development Facility 2012+ 30 Clean energy & environ. finance Innovative Finance Aggregating Market/ Technology Transfer Technical Assistance Facilities Donor funds mgd by ADB ADB funds Asian Solar Energy Initiative Carbon Capture and Storage Fund 2010-2013 500/9000* Solar 2009+ 20 Asia Climate Change & Clean Energy VC 2010-2018 9/100** Low Carbon Technology Exchange 2010-2013 8 Small Wind Init./Quantum Leap in Wind 2009-2015 4/1000* Carbon Capture Clean Energy Wind Asia Pacific Carbon Fund 2007+ 150 Carbon Clean Energy Fin. Partnership Facil. 2007+ 250 Clean Energy Future Carbon Fund 2008-2015 115 Carbon ADB funds Climate Change Fund 2008+ 40 Climate Change 2008-2015 N/A Access to Energy Asian Clean Energy Forum 2006+ N/A Clean Energy Apac Clean Energy Governance & Regul. 2010+ N/A Clean Energy Policy/ Knowledge Solar/Wind/EE Donor funds managed by ADB Energy for All Initiatives Ability of CP3 to … … leverage additional … benefit from resources / cofinancing knowledge/policy opportunities dialogue Note: (*) Denotes total investments including co-financing, (**) Denotes equity investment in facility Source: ADB, 2011 CONFIDENTIAL 38 The CP3 advantage to investors, investees, and partners CP3 Platform Investors Investees Partners in the CP3 network Access to co-investment opportunities Yes Yes To be negotiated Joint fundraising activities Yes To be negotiated To be negotiated Yes Yes Yes Yes Yes Yes Logistical support through network of 24 offices in the region Yes To be negotiated To be negotiated Mentioning of CP3 in Fund Manager’s marketing materials Yes Yes To be negotiated 1 2 3 Access to ADB risk-mitigating instruments, as well as debt and grant products 4 Access to ADB policy dialogue and climate change-related initiatives 5 6 CONFIDENTIAL 39 CP3 platform aims to achieve partnerships with industry players Corporate Partners Major Japanbased industrial conglomerate Major Koreabased industrial conglomerate Strategic advantage for corporates Major USAbased industrial conglomerate Venture-stage clean energy firms Risk sharing opportunities Access new set of investors Ability to globalize portfolio Chinese photovoltaic manufacturer Danish wind turbine manufacturer India’s largest power utility company German electronics multinational CP3 Investment Program Access government institutions and regulators Access CS and ADB debt and grant facilities Value addition to CP3 New deal-sourcing pillar Funds Direct/CoInvestments Corporate Joint Ventures Partnership with industry leaders Access new industry developments Investment opportunities in Asia CONFIDENTIAL Facilitate technology transfer to Asia 40 IV. Development impact With a multiplier effect more powerful than other ADB inv., CP3 leverages > resources into this space CP3 Traditional LP Investment Loan (US$m) Multiplier effect 219x 25x Multiplier effect 21,875 Multiplier effect 4.0x 2,500 100 ADB Loan 300 400 Total debt Total component resources (debt+ equity) 1,500 400 100 ADB Equity 100 Total equity Investment Total resources (debt+ equity) CONFIDENTIAL ADB Equity CP3 Size Total resources (debt+ equity) 42 CP3 expected development impact Public Sector Loan Operations Private Sector Equity Operations CP3 Public sector avg catalytic effect Private sector avg catalytic effect CP3 catalytic effect Job creation (#) / Taxes generated ($m) Public sector operations Yearly private sector (PE) Op. impact Yearly CP3 impact NA 4,391 jobs / $472m paid taxes 5,000 jobs / $885m paid taxes Technology & Skills Transfer (% inv. with + impact) Public sector operations Total private sector portfolio CP3 investments NA 72% 90% Greenhouse gas emission reduction (tCO2-eq/year) Public sector yearly average Private sector yearly average CP3 expected yearly average 18,560,131 3,268,145 2,500,000 Total multiplier effect of $100m MDB Investment Environment, Social and Governance (ESG) compliance Foreign direct investment promotion (%) Non Reg. Inv./Financiers Local investors Public sector track record Private sector track record At entrance/investment relying in At entrance/investment relying in most cases on 3rd parties implement. most cases on 3rd parties implement. Average project Average project < 20% < 30% CONFIDENTIAL CP3 MDB in the drivers seat with direct impl. responsibilities on ESG issues CP3 < 70% 43 CP3 expected development impact (cont.) Public Sector Loan Operations Geo exposure & promotion of regional integration Definition of space and exposure to new markets Partnership bet. public& private op.& strengthening of donors' collab. agenda Scope of interventions and resources Private investors participation (%) Average project CP3 Average project CP3 Mostly country focus Mostly country focus Regional, allows for diversification at scale Average project Average project CP3 Climate change mitigation or adaptation Mostly renewable energy projects In addition to RE/EE, introduction of a third pillar-nature based assets (sust. agri, water, forestry, fisheries)-that reinforces SRI and mega trends inv. case Public sector track record Private sector track record CP3 structure & Implement. Arrange. Medium Medium Wide platform of donors and PPP effect Traditional Interventions Traditional Interventions CP3 platform Participation in projects originated by private sector operators. MDB intervention mostly as financier Combination of policy dialogue and grant, debt & equity facilities under the same platform to address market bottlenecks Average project CP3 Knowledge dissemination, technical assistance, policy dialogue and public financing Average project Private sector Invest. DFIs & Public Invest. Returns (%) / Revolving effect Private Sector Equity Operations < 10% < 60% < 40% Average project Average project CP3 IRR < 10% IRR > 8% IRR > 10% CONFIDENTIAL 44 Annex 1: ADB Credentials ADB’s financial capacity and clean energy exposure ADB approved $17.51 billion worth of transactions in 2010… $, millions …of which $2.36 billion was deployed in non-sovereign investments. $, millions 20,000 15,000 2010: $2,358 2009: $1,054* 243 10,000 5,000 0 220 2007 2008 2009 2010 Equity 231 80 103 220 243 TAs, Grants, Guarantees 895 961 896 1,452 2,139 Co-Financing 970 534 1,275 3,418 3,669 7,264 9,516 9,899 13,216 11,462 Loans 550 1,053 2006 ADB made $4.8 billion worth of clean energy Investments in 2008-2010… 438 Equity Guarantees Co-Financing 396 512 Loans *2009 figure does not include ADB’s Trade Finance Program …resulting in significant clean energy outputs throughout the Asia region. Energy Efficiency 318 Clean Energy 192 Cleaner Fuel 1,674 1,234 3,074 Hydro 638 556 206 Wind Solar $, millions 71 million tons CO2/year abated Renewable Energy 112 TWHequivalent saved 14GW Installed generating capacity from renewable energy Other CONFIDENTIAL 46 ADB’s Private Equity Fund business Current portfolio totals > 40 funds amounting to > $850m widely distributed across the continent … … ADB has played an evolving industry incubator role and its performance has been in line with the market Avg. yearly investments and market share 0.5% 0.5% 0.6% Performance 12.0%a) 11.6%b) 2001-04 2005-07 2008-10 Support Consolidate Further early stage relationships w/ expansion to industry promising frontier mkts & players sectors … focusing on sectors with growth potential and development impact … SME Restructuring Infrastructure Environment Source: Asia Private Equity Review, EMPEA, Preqin, ADB, 2011 a) Preqin Performance Indicators (net IRR) based on a pool of 251 Asian (excl Japan & Korea) funds with vintage years 2001-2009 b) Value-weighted pooled net IRR of active ADB fund investments with vintage years 2001-2009 CONFIDENTIAL 47 ADB’s Private Equity Funds and portfolio companies Investments in over 40 funds, resulting in over $850 million in committed capital… …providing capital to over 400 portfolio companies throughout the Asia region. CONFIDENTIAL 48 Tombstone of ADB clean energy investments Solar Wind Hydro Thailand: Bangchak Solar Power India: Tata Power Wind Energy Financing India: Himachal Pradesh Clean Energy Development Program THB 4.2 billion INR 2.05 billion $800 million 2010 2007 2008 Water Transport Waste To Energy PRC: Songhua River Basin Water Pollution Control PRC: Lanzhou Sustainable Urban Transport PRC: Everbright Environmental Energy Limited $10 million Equity CNY 250 million Loan CNY 100 million B Loan 2010 $150 million $100 million loan $100 million B Loan 2009 2009 Energy Efficiency Cleaner Fuel Clean Energy Fund Azerbaijan: Garadagh Cement Expansion and Energy Efficiency PRC: Municipal Natural Gas Infrastructure Regional: Clean Energy PE/VC Funds Initiatives $27 million $200 million $100 million 2010 2010 2010 CONFIDENTIAL 49 ADB direct equity investment in climate change Company Sector Country Equity investment ($, mn) IRR1 Exit strategy Company A Energy (Cleaner fuel) India 9.2 43% Exchange / Block sale Company B Energy (Cleaner fuel) India 2.6 6% IPO pending Company C Energy (Cleaner fuel) China 24.0 18% Exchange / Block sale Company D Energy (Supply side energy efficiency) Pakistan 2.8 18% IPO / Trade sale / Put option Company E Energy (Hydro) China 16.8 12% IPO / Trade sale / Put option Company F Environmental protection China 9.1 10% IPO / Trade sale / Put option * Unrealized IRR Based on ADB estimate, including guaranteed IRR under the put option. CONFIDENTIAL 50 The investment case: Why are LPs so interested? Market snapshot: Asia driving global growth New clean energy investments per year Europe ($bn) North America Asia & Oceania Middle East & Africa South America Source: Bloomberg New Energy Finance, UNEP, ADB, 2011 CONFIDENTIAL 52 Investors perspective: Keen to invest in the space, particularly long term institutional investors Most attractive regions for cleantech invest. opport. in 2011 Proportion of Respondents Breakdown of cleantech funds by firm HQ Asia Source: Prequin, 2011 Expected timeframe for Source: Prequin, 2011 North America Europe Greater China South Australasia America MENA Africa Source: Prequin’s survey of 100 limited partners conducted in December 2010. next commitment to a cleantech fund Breakdown of cleantech investors by type Proportion of Investors Source: Prequin’s survey of 100 limited partners conducted in December 2010. Source: Prequin, 2011 CONFIDENTIAL 53 Understanding their motivations: Investment case anchored on powerful long term economic drivers … Investment case drivers US Europe Asia (Data refers to ∆ % between 2010 and 2020) Long Term Macro Trends Environmental Constraints Population 8% 1% 11% GDP per Capita 28% 21% 84% Urbanization -6% -6% 8% Energy demand 3% 1% 48% Water per capita -5% -3% -32% Population at risk by sea rise 1.0x 3.4x 26.9x CO2 emissions 2% -2% 28% Avg Animal Protein, Paper and Wood consumption 12% 14% 40% Forest Area 0% 1% -19% Note: Data refers to ∆ % between 2010 and 2020, except for GDP (2010-16) and deforestation (1990-2005) Source: World Bank, Asian Development Bank, OECD, IEA, World Forests Report CONFIDENTIAL 54