Welcome to the 1 GW conference call. I will now hand over to Mr. Xavier Huillard, Chairman and Chief Executive Officer of VINCI. Sir, please go ahead.
Thank you. Good morning or good afternoon, everybody. Thanks for being with us this afternoon. We are in Paris. I have Christophe Pélissié du Rausas , who is the guy who made that deal. Christian Labeyrie, who is the guy who will pay for that deal, and me, plus Grégoire, Alexandra, et cetera. What I would like first to say that, of course, we are very happy to make this major strategic move. Why? You probably remember that we permanently explained that our three main strategic goals were, first, to grow our energy business. Second, to broaden and extend the average maturity of our concession portfolio. Third, more recently, to contribute to the climate challenge, and particularly by reducing our CO2 footprint in line with Accord de Paris.
If I go back to the first item, to grow our energy business, as you know, we multiplied by four or a little bit more than four VINCI Energies' revenue over the last 15 years. While, which is important, improving the profit margin. We always explain that this business of engineering, construction, and maintenance in the field of energy and particularly electricity and communication, that this business was in a phase of consolidation at the scale of the world. First, because of the central role of energy and energy transition. Second, because of the growing need to design, implement green solutions for our clients. Clients meaning transport and distribution lines, substations, industry automation, efficiency of industrial processes, smart buildings, smart public facilities, smart cities, fixed and mobile communication networks, and so on. As you have noticed, these businesses proved to be very resilient during the pandemic.
Second point, after having developed motorways, car parks, high-speed train lines, and airports, we believe we can now develop greenfield renewable energy assets. We think that one of our competitive edge is to combine, first, a large network of deeply rooted local BUs, enabling to understand the local regulations, the local electrical grid, the way to obtain all kinds of permits, and particularly environmental permits. To combine that network of deeper-rooted local business units with a central platform of expertise in legal, financial, marketing, and so on. This is exactly what we did in the motorway business. You remember the Regina Bypass. I will not give any more details, but if you don't remember this project, I can give some more explanation. Third, related to environment. Everybody knows now that the big challenge for the coming years is environment, and particularly CO2 footprint.
What we think is that the need for renewable energy will be huge, so that to decarbonize electricity, to decarbonize industrial sector, and to decarbonize mobility, and to produce green hydrogen. What we want is to contribute significantly to this enormous challenge. The good news is that ACS Industrial Services fits remarkably to these goals. First, this company has a big part of what we call flow business, which looks like VINCI Energies, but in very complementary geographical areas, mainly Spanish-speaking and Portuguese-speaking countries of Spain, Portugal, and South America. Second, this company has a strong track record in what we call the EPC business. That is to take bigger contracts like, for example, more or less 1,000 km of transmission line in Brazil, EPC of renewable energy projects, power generation plants, and so on.
Third point, this company has a long and recognized record of developing renewable concessions projects. For example, they developed 4.4 GW over the last three years, and they identified new opportunities for the short and medium terms of around 15 GW, mainly in photovoltaic and onshore wind, as well as eight additional gigawatts of upcoming offshore wind projects. What we think is that it was a very interesting opportunity so that to cope with these three main strategic goals. Of course, we will answer all your questions. First, let me give the floor to Christophe, who once again has been the guy in charge of all this negotiation over the last months.
Hi to all. I am Christophe Pélissié du Rausas, Business Vice President of VINCI SA. I can introduce you to this transaction. For instance, if you go to slide four, you will see what is the perimeter of the transaction. Without going into all the details, you see on the left part of the slide, the actual organization of ACS IS. You will see on the right side, the perimeter of the transaction. You could see that we take over the full perimeter of the contracting with very small exceptions linked to the actual organization of ACS Group. We decided in total mutual agreement with ACS management to take over only eight concessions out of 67, basically because major concessions that had been developed by ACS, firstly, value creation was already done.
Second, we jointly saw that management of this concession could be better done by ACS actual management. If you go to the following slide, you see in line with what Xavier said, the full rationale of the deal developed in three main parts, in three legs, if you want. The first is the contracting, where in line with the actual organization chart inside ACS, you see the two parts, support services with three divisions inside support services in ACS IS. On the right side, the EPC part. EPC means, of course, engineering, procurement, construction. It's large project built in the countries of the geographical footprint of ACS IS, mainly Spain, Portugal, and South America. Large turnkey electromechanical project in several fields.
Of course, also in that EPC segment, you find the EPC development of renewables, which means a full synergy with the concession side that you see on the second part of the slide. You find again here the eight concessions that we take over. To be very honest, these eight concessions are relatively small in the transaction. They are there because there is, of course, a synergy today with contracting. Our aim is to develop new concessions. That's what you see on the right side of the slide, where we have an ambition with the actual management team to develop a gigawatt of renewable in the usual and main segments of the business that you know. Of course, photovoltaic, on-shore wind, and off-shore wind.
That gave you the main quantities and the main metrics of the portfolio we have contemplated in discussion and connection with the ACS management. If you go to the following slide, you have very synthetic figures about It's slide six. On slide six. They are very synthetic figures about how we could analyze the business of ACS IS at the perimeter that will be part of the transaction if you compare to the VINCI Energies actual expertise. You see that for 66% in term of expertise, as you understood, in different geographical areas, for 66%, the expertise are similar to what is in VINCI Energies. Out of the 66, 42 is what we call flow business. Let's call it small and medium-sized contracts, small and medium-sized projects. The remaining 24 corresponds to VINCI Energies-like activities, but with larger projects.
We speak about, for instance, high voltage transmission lines, like in Brazil, where ACS IS has built a very strong position, or PV plants, photovoltaic plants that are, let's say, deliver turnkey to the concessionaire, which in its role will sell this energy to the market, to utilities, and to the industrial consumers or the national utilities of certain countries. For 34%, it's expertise that were not present in VINCI Group, in particular, the big EPC in the oil and gas sector, in certain combined cycle plants, for instance, the wind farm offshore EPC or certain offshore platform, for instance, that were not present in our actual perimeter of expertise.
You have at the right side of the slide, you see the geographical breakdown, where you see the importance of what we call in our internal language, the key countries of ACS IS, in particular Spain, Mexico, Brazil, Peru, Chile, and you see the respective percentage of activity in these countries. If we go slide seven, you will find here the main metrics that we could go through in the due diligence. These figures are not totally similar of the ones you were familiar with ACS IS, because as you noted, it's not the same perimeter. We have seen in slide four what were the main differences. These figures that were there are the figures, let's say, pro rata, and brought to the perimeter of the transaction.
You see that there is an activity in the range, to be very synthetic, of EUR 6 billion per year with an EBIT, earnings before interest and taxes, in the range of EUR 350-EUR 400 per year for this perimeter, this in average for year 2018, 2019, 2020. As you noted, year 2020 is a bit special because it is a COVID year, and these figures take this into account. If you go now to slide eight, you have there the focus about one of the key interests of this transaction with the development of energy renewable project. When we say development, we mean not only building, not only designing, but also developing the whole project from the greenfield part, from the greenfield status to the, what you could call, the ready to produce status.
Where the object is totally built, connected to the grid, has all its permits, and in a very simple manner, you push a button, and the electricity can be produced. This is this value chain that we are targeting, ACS IS has shown by its proven track record that it was able to develop that gigawatt. The figure that has been taken into account and that had been explained to the market by ACS in the last days was 4.4 GW over the three last years. We identified a perimeter of 25 GW, out of which 8 GW of offshore wind and around 15 GW of onshore wind and photovoltaic. We don't put all these gigawatts in the same category because the offshore wind is very often publicly called for tenders.
Let's say the role of the development team is very different in this project than in the other type of projects. Because of the other type of project, you have a very detailed, thorough kind of work in order to develop this project, to look for the land, to look for the permits, to look for the connection permits. In a way, the work that is done by the team for onshore wind and photovoltaic, it's much deeper than for the offshore wind project. Of course, as you know, the CapEx prices also are very different following the categories of projects. This has been obviously taken into account in our business plan. If you go now to the following slide, number nine. You have a very, let's say, I would say, very classical kind of statistics about actual VINCI status by kind of business.
How you could add up in terms of revenue and in terms of EBIT. The target company, if you went with the relevant figures, and you can find the total VINCI pro forma tomorrow, where you see a pro forma revenue of EUR 51 billion and a pro forma EBIT of EUR 4.9 billion. You see in each of these categories, the increased portion of the, let's say, energy contracting business, with this new perimeter that will be added to the actual expertise perimeter of VINCI. If you go now to slide number 10, you can see in the same kind of analysis how having the actual breakdown for VINCI with the actual breakdown per country and per continent. How if you add up the target company perimeter, and what becomes the VINCI pro forma tomorrow, adding up ACS IS to the actual perimeter.
How is the split between France and the main continents? You will note that for the first time, with this acquisition, our international percentage, the percentage of business done out of France, meets and is above the 50% level. If we go to slide 11, we're going to give you a very synthetic flavor of the figures of the transaction. As usual, the transaction is the sum of two components. One component is the enterprise value of the perimeter of ACS, that has been the object of the transaction. This enterprise value is EUR 4.2 billion. Then you have to add up what is usually called a bridge between this enterprise value and the equity value. The value of the bridge is around EUR 2.7 billion. It's mainly cash elements plus certain adjustments.
You have a third component that has been discussed, I would say, in a very deep manner with our counterpart, which is what we call the contingent additional payment, which we accepted to pay for each gigawatt that is really ready to produce for a period up to 8.5 years under certain parameters, that it would be very Without going through all the details, we accepted to pay EUR 40 million per gigawatt, up to a cap of 15 GW, and up to a cap of 8.5 years. It makes an additional contingent payment maximum of EUR 0.6 billion, EUR 600 million, which would add up to the two previous components of enterprise value and bridge. If you go to the financing, I would say it's quite simple because the acquisition would be on our side, fully paid in cash with existing cash and credit lines.
In terms of the kind of classical calculation you usually do to see what is the impact on the earnings per share, we could say that the impact for year one will be mid to high single-digit range under certain calculations that were obviously made in-depth. We think there is no significant impact on VINCI's balance sheet strengths with this financing as it stands today. If you go to slide 13, some words on the method.
Sorry. This company has been very successful over the last 10 or 20 years. This is due to an excellent management team and excellent CEO. José María Castillo Lacabex, who has been in charge of this company for now many years, put in place a very impressive team. We met some of them, of course, not all of them, but some of them. Despite the COVID, we had to make this meeting through video, so it's not exactly the same, but we made a lot of this kind of video meeting. What we intend to do is to consider that it would be totally crazy to dismantle a winning team, and the best is to keep the team and the organization as they are now.
Our idea is to ask the current CEO of the company, José María Castillo Lacabex, to continue managing that business with his existing management team. We will organize many links and many ways so that to integrate them within the group and so that to develop synergies between us and particularly in the renewable energy business, where they currently are focusing on some part of the world. We think that taking our time, we should be able to develop this kind of expertise in other parts of the world where we, as VINCI, have the feeling to have this network of deeply rooted BUs, giving us the possibility to try to develop from scratch this kind of asset. The idea is to keep the team as they are now because they made a wonderful job so far. Not to try to integrate with VINCI Energies.
What I mean is that Arnaud Grison, who is in charge of VINCI Energies, will continue to report directly to me, and José María will report directly to me, too. The good news is that the geographical organization of VINCI Energies on one part and ACS IS on the other part are totally complementary. We are not very developed in Spain. They are, of course, very big in Spain. We are not very developed in South America. They are very well developed in South America. It is totally making sense in terms of geographical footprint. Second, the company will, of course, become the main center to develop renewable concessions within the VINCI Group.
On top of what Christophe explained about the contingent payment, which will be made every time we will have been able to develop, ready to build one giga of renewable energy, we agreed with ACS Group that we will put in place a joint venture. We will have 51% of this joint venture and ACS will have 49%. We will fully consolidate this joint venture. Every time we will have 1 GW , we will propose this joint venture to buy these assets at market value. Of course, they will have the right not to buy it through the joint venture. If it is the case, these assets will go within this joint venture on which we will have a stake of 51%. This joint venture, the key terms of this joint venture are under ongoing negotiation. It should not be a big issue in the coming weeks.
What we plan is to try to finalize the deal by year-end or maybe at the very early beginning of 2022. The reason why it takes us so long is that we have to go through many antitrust authorities, the European antitrust authority, but also antitrust authorities in different countries. We do not anticipate big problems because of the very complementary geographical network of VINCI versus the company, but it will take time, we think that it is reasonable to think that the closing itself, the payment itself, will be able to be put in place by year-end or a little bit later. Maybe one word about the rationale of the price, because it's maybe a little bit difficult to understand.
The enterprise value is EUR 4.2 billion plus the contingent payment according to the number of gigawatts we will be able to develop over the next years. Okay? Of course, the rationale of the transaction in terms of enterprise value of the, let's say, pure contracting business, is highly dependent on the success we will have or not in terms of development of renewable energy. In case we are able to develop 15 GW over the next eight years, we will create big value. Out of this value, we will have to pay the contingent payment we just explained, but as a result, it will reduce the enterprise value of the pure contracting business.
That's why it's very difficult at that point of time to give more information about the kind of multiple we took in place because it will be highly dependent on the success we will have in terms of development of renewable energy assets. It remains that globally, let's say that it is a fair deal. We are ready to answer your questions.
Thank you. Ladies and gentlemen, if you wish to ask a question, please press zero one on your telephone keypad. We have the first question from Jean-Christophe Lefèvre-Moulenq from CIC. Sir, please go ahead.
[Foreign language] Good afternoon. On the ACS Services Industrials numbers, if we look at the presentation of ACS made in February, they show an EBIT margin of 9.5% , and you assume a 6% margin in average. What is the explanation of this difference? Could you elaborate a bit? By the way, we had the slide nine with the presentation of the renewable projects, but I didn't fully catch what Monsieur Pélissié du Rausas told. Many thanks.
Okay. Maybe I will explain because if Christophe is explaining again, maybe you will not understand better. Sorry. I was kidding. No. The idea of this slide nine? No, eight.
Eight, sorry.
What to say? First, they already proved their ability to develop renewable assets. They've been doing it over the last 10 years or maybe 12 years. Why? Because they've been lucky to grow in Spain, which is the European country, which has been the most proactive in terms of development of renewable energy in the past.
Okay.
They really have a very good track record of development of greenfield assets. Okay? As an example, over the last three years, they've been able to develop something like 4.4 GW of renewable energy, as it is explained on slide eight. This is the proof that they are able, they just did it so far. You do not find these assets either within ACS or ACS IS because most of these assets were pre-sold or sold after being built to outside investors.
Okay.
Okay? What is important for us is that we want to develop that business from scratch. We want to develop greenfield renewable assets. What is interesting for us is their capacity to develop these renewable energy assets. The right-hand side of the slide shows the potential of assets which could be developed. We identified something like 25 GW, which could be developed. Of course, some of them will be really developed, and some of them maybe will not be developed because of the problems, environmental permits, connection to the grid, et cetera. Out of these 25 GW of potential identified project, you have to take into account that 8 GW are made of offshore wind.
As Christophe explained, we make a big difference between PV, solar plant, onshore wind farms, and offshore wind farms, because in the case of offshore wind farms, you systematically win through an open bid, just like what has happened in the United Kingdom, for example. What is important is that the potential pipeline of identified gigawatts for the next years is something around 15 GW of either PV or onshore wind farms. This is why our contingent payment is, let's say, calculated on the basis of this 15 GW.
Okay.
I go back to your first question, and I ask Christophe to answer your first question.
I think the key answer to your question that the parameters are not similar, as you noted. There was, in HSES, a combination of contracting business and concession business. As you know, the business in terms of investment, CapEx, if you want, and margin, whether EBITDA or EBIT, are totally different. Basically, the parameters are different. The kind of business and the proportion of each of them in the two parameters, let's say before and after, is very different. Obviously, there are perhaps also set in certain very limited cases, some accounting options where we made perhaps different choices, but the main parameter and the main answer to your question is the difference of parameter.
Okay. You removed some concession assets.
Yes.
Okay, final question. Could we have an order of magnitude of the CapEx and also the net profit in order to calculate our numbers?
Not today, Jean-Christophe. Sorry.
Okay. Not a problem.
There is a big difference between ongoing CapEx, pieces of equipment, the computers and so on, not a big number, and CapEx related to the development of renewable energy assets. In this case, it can be a big number.
Okay.
You understood that when previously, ACS IS was developing greenfield renewable energy assets, they were regularly selling these assets to outside buyer. In our case, I don't mean that we will do only that, but in our case, the idea is to develop the assets from scratch, to engineer them, to build them, to finance them, and then to keep them in the long run. Exactly according to what we did in the motorway business or the airport business. Generally, we keep our assets in the long run.
Okay. You have also kept some operation asset issued from ACS, that's correct?
No.
That's relatively minor, honestly.
Minor? Okay.
The eight greenfield concessions, you can see that on slide five, are mainly transmission lines concessions.
Okay.
Which are not really concessions, but let's say it this way, available scheme.
Okay.
What we mean is that in the case of Brazil, when you win a 1,000 km transmission line, you are not paid according to the power which will be put on the line. You are paid according to this asset to be available, so that to transport the electricity.
Okay. It's very clear.
Thank you. Next question from Luis Prieto from Kepler Cheuvreux. Please go ahead.
Good afternoon, gentlemen. Luis Prieto from Kepler. I had a couple of questions. The first one is, if you could provide us with an idea of what's in that EUR 700 million net cash and other variable adjustments that contribute to the equity value, and if there's any way to get a feel for what that number was at the end of last year. We know that industrial services for ACS had a net cash position of EUR 479 million, and I would like to know if that's fully comparable to the EUR 700 million, or I need to make further adjustments to either figure. The second question, and I know it's very early to say, but should we expect VINCI's renewable portfolio to be held mainly inside the company? In other words, not in the JV or all the way around?
Just to get a feel for how the JV will work. Thank you.
I answer your second question first, so that to give some time to my colleague to answer the first one. As we explained, the idea is that as soon as we will have been able to develop 1 G of renewable energy, we will have to make the proposal to this JV to buy it at market value. Okay? What we anticipate is that most of our developed assets will spend their entire life in this new joint venture. It was important for us to keep the consolidation of this JV, since our culture is to keep full consolidation of our concession assets in the long run.
Maybe sometimes, our partner in the JV will not accept the JV to buy the asset. In such a case, we will keep the asset 100% on our side. Maybe sometimes, if it is clever, we will sell the asset. Once again, the main idea is that most of the assets will go in the joint venture.
I think the bridge is mainly made up with two components. Of course, there is calculation of the cash available at the end of the year. You have taken notice that perhaps we don't take over the green bond that was part of the financing of this year, so there was an in-depth circulation and discussion of the year. Also certain arrangements linked to the. We don't think it's likely this transaction could take place before end 2021, so there are certain arrangements for this period. Okay.
Thank you very much. Appreciate it.
Thank you. Next question from Elodie Rall from JP Morgan. Madam, please go ahead.
Hi. Good afternoon. Thanks for taking my question. My first one would be on this 16 GW pipeline in GUDS. If you could give us an idea of the economics of this potential pipeline, how do you think about valuation of this potential pipeline should it be developed? Therefore, it'd be helpful if we understand what kind of CapEx and EBIT you could generate for what you would need, and then generate for each gigawatt, or what is the IRR that you expect from this 15 GW investment? A little bit of color about how you think about this potential opportunity would be really helpful, I think. My second question is simply, do you think any cost synergies on top of revenue synergies in this transaction? You've talked a lot about revenues, but not so much on the cost side.
Lastly, do you expect the combined division to continue to generate a 6% margin over time? Is this the goal as it was for VINCI Energies? How do you forecast the top line growth as well? Thanks.
Okay. Many questions, Elodie. First question, it's really too early. I will not give any numbers. I will only give some principles. First, there is a big difference of CapEx between a PV onshore wind farms and offshore wind farms. Okay. Second, if you do your homework and if you look at what's going on in the market, you will have a good idea about the value creation at development stage. What I mean is that in this value chain, there is a big premium, which is normal, for the one in charge of development of the asset. When it is developed, when it is ready to build, which means more or less one and a half years after ready to produce, because when we say ready to build, we mean everything is okay. We know what will be the EPC price, made by ourselves in-house or subcontracted outside.
We have all the environmental permits. We know where to connect. We know the cost of the connection with electric grid. We are ready to build, which means that one or one and a half years later, we are ready to produce. Okay. There is a big value creation for the one in charge of the development. When it is ready to build and when it is ready to produce, then it becomes something which is interesting for example, let's say, infrastructure funds. What I mean is that they are happy with quite low internal rate of return.
What I wanted to say is that the value creation in terms of internal rate of return depends whether or not you buy brownfield assets already producing electricity or if you develop yourself, because in such a case, you keep the value creation of the development for you. Okay? Second, we didn't take into account any kind of cost synergies. Why? Because as we told you, we will keep VINCI Energies and this new company separate. Okay? It means that VINCI Energies will continue to develop, will continue to make organic growth and external growth just like what they did over the last 10 years, based on their culture, which is focusing a lot on expertise and continuing to develop their international footprint. Okay? ACS IS continue just like what they did over the last 10 years. The culture within ACS IS is not to make acquisition.
It is to develop, let's say, organically. Since they are very ambitious in terms of margin, the only way to protect the margin, and it answers your last question, is to be very selective, which means not to have a big organic growth over the year.
Okay. Thanks.
Thank you. Next question from Nabil Ahmed from Barclays. Sir, please go ahead.
Hello, can you hear me?
Yes, Nabil.
Yeah, good afternoon. Thanks for taking my questions. I have three. I hope you will forgive me for that. The first one was on profitability. I guess my question is the 6% the right number for a large EPC business? My perception was that it was higher risk than the typical VINCI Energies business, therefore, more profitable. Actually, it could be the case. It is actually more profitable if you look at the large electrification project EPC business within ACS . If that's the case, that would mean that the other more VINCI Energies-like, as you call them, businesses are below VINCI margin. To make a long story short, my question is it well managed in all businesses? If not, are you seeing potential to improve margin?
Yes, sorry, this was your first question. Waiting for your other questions.
No, go ahead.
No, the answer is very simple. This 6% is probably conservative. Of course, as usual, you find that within this group, just like within VINCI Energies or any part of VINCI, some part of the world or some business unit which are making more than that, and some of them which are making less than that. The game is to try to reduce the number of business units making less and to optimize the number of business units making more. Second, on, let's say, larger project, EPC projects, you're right. They historically made more money than that and more EBIT than that on some projects, and particularly transmission lines in some part of the world. Since we are speaking about big project, sometimes you have not so profitable projects. 6% on an average is probably a good level, maybe a little bit conservative.
Just like what you know within VINCI Energies, we already told you that. The reality of the EBIT margin of VINCI Energies is more than 6%. Everybody knows that.
I would add that in the EPC business, you have to be very careful about what you could call the variance of these EBIT numbers, because as Xavier said, you could have very good third project, but other than that, you have really to be very careful about the margin at the end of the project. The variance could be important, but you have to be very careful, and that's why, as you have said, you have to be very selective in the acquisition of these projects.
Okay.
The cultural fit is that we are generally speaking, quite conservative at VINCI, and they are generally conservative.
Got you. The second question I had was on the 15 GW pipeline. I'm referring to the 25 less, what you define as offshore wind farm. What do you call that pipeline? How advanced are these projects? What's the time frame? Is it just the potential pipelines you see in terms of development of the or are there projects where you already started to develop, you got the land?
Okay, Nabil. First, difference between the 25 and 15 is 10. The offshore wind farms represent eight. The explanation is that 2 GW out of this 25 are related to projects they developed. They already sold it to Galp. Part of it still has to be built, but the assets themselves will be put with Galp according to a transaction they made months ago. Galp is a Portuguese.
Power company.
Power company. Second, of course, as usual in such a way of thinking, some of these projects will be able to be at the ready-to-build stage in the short- term, and some others will be at this stage a little bit later on. What we think is that rather quickly, we should be able to produce more or less 1 GW a year. In the long run, of course, we think that we could make more than that. First, because of the pipeline. Second, because this market is really very dynamic. Third, because we think that given our existing network within VINCI of deeply rooted business units in some other parts of the world, we could try to develop this kind of expertise outside Spain, Portugal, and Latin America. Rather quickly, I think that we should be able to develop something like 1 GW a year.
Do you agree with that?
Yes. To perhaps give another angle to your questions, you have today one specific market in which ACS IS has developed a lot of project of that kind, that is Spain, and we think there are still gigawatt to be developed in Spain. We think there are gigawatt to be developed in a natural manner in the countries where there is a deep footprint of ACS IS. Obviously, I want to speak about the Latin American countries like Mexico, Brazil, Peru, Chile, Colombia. It's something where we think we could give a boost to that development in synergy with the ACS management team. Of course, as Xavier said, it could be afterwards, a kind of synergy with other geography where ourselves we are more developed today than ACS IS is, and we put things in synergy.
Our network, our dense network of contracting companies that is able to identify opportunities and this capacity of developing the project, we could create that synergy. To answer to your question about the terms, is it short- term, mid-term, long- term? We analyze the three kind of timeframes, with, of course, different probability and different constraints.
Okay.
Okay.
Maybe one last one for me. If I understand well, ACS will naturally develop projects for either the JV and if not, potentially VINCI, but will continue as well to work for third parties. Am I correct assuming that? If that's the case, how do you manage potential conflict of interest with what would be potentially your customers and competitors at the same time?
I don't get it. As you understood, the biggest part in terms of number of employees, in terms of revenue, the biggest part of ACS IS, just like with VINCI, is contracting business. Of course, it doesn't mean that we could not continue to offer our expertise in terms of EPC of renewable projects for outside clients. Of course. I don't see the point.
Yeah.
As soon as we will have developed, through ACS IS, gigawatt, all of the 16, this asset will be proposed to the JV. In the meantime, ACS IS doesn't work only for the development of E&R. ACS IS biggest part of the business is made of, let's say, normal contracting business, flow business or EPC for outside clients.
It will continue.
It is just like if you were telling us that all our VINCI Construction business only works for the development of concessions. It would not mean anything. Sometimes they work for our concession department, but most of the time, they work for outside clients. It is exactly the same for ACS IS.
Understood. If you just allow me to squeeze one very short last question.
Yeah.
Sorry, what I could add is that the markets of E&R, if you look at the statistical projection for the next year, as you know, the rate of growth is impressive, so there is room for several developers, of course, who can work for ourselves and work for other people.
If I could just add a last one. Outside of renewables, are there new businesses which within ACS Industrial Services that VINCI was not involved in? You mentioned that it was 1/3 of revenues. Is there anything within that which potentially has a lot of potential, and you want to replicate or expand within VINCI?
No, except the fact that it is very complementary in terms of geographical footprint. If we had decided to develop our energy business in Latin America, it would have taken many, many years. Thanks to the fact that we welcome ACS IS, we will have, in one minute, a big footprint in this part of the world in which we are not that developed so far in our energy business. No, don't dream about synergies. Don't dream about cost synergies. We still have a lot to do in what is important is that to take advantage of that operation so that to develop a new kind of concessions, which are renewable concessions.
Understood. Thanks a lot.
Thank you. Next question from Jonathan Amouyal from TCI. Sir, please go ahead.
Xavier and team, thank you very much for the presentation and thanks for taking my question. I have two quick questions. The first one is on the development of the renewable pipeline. Directionally, because we can't be too precise with those things, but 1 GW approximately, again, is about EUR 1 billion of CapEx, give or take. If we take the average spread, which most of the renewable companies are targeting, which is around 200 basis points, again, can be slightly less, can be slightly more. It means that for each EUR 1 billion of CapEx that you plan to invest, you will be generating about EUR 20 million annual EBIT. When you look at the implied multiple, again, give or take more or less, it's about 15x , so EUR 300 million of value creation for each gigawatt that you plan to develop.
Of that, if I get it right, you plan on paying EUR 40 million to ACS. It means EUR 260 million of value creation, give or take again. Can be slightly more, slightly less. Two questions. One is, do you agree directionally with the math and how it works?
Second?
The second one was on the cash adjustment that you mentioned in your press release, but it's unrelated to that.
We didn't get the second question.
The second question was, you speak about the EUR 4.2 billion enterprise value. You are also talking about EUR 700 million of cash adjustment. How much of that is working capital and how much of that is actually real cash that you will be keeping? Put it the other way, is the EUR 4.2 billion directly comparable to the EUR 5.2 billion that you put an offer at in October when you initially looked at that business?
The answer is yes, keeping in mind that we accepted to pay this additional contingent payment of EUR 40 million every time we will have been able to develop 1 GW. The answer is yes, it is comparable, but on top of the EUR 4.2 billion, we will have to pay some additional money if we are able to develop additional gigawatt.
Just on that one, Xavier. The additional gigawatt wasn't part of the initial scope or was it part of the additional scope?
No, it's a question of negotiation, Jonathan. What is for us important is that in the worst-case scenario, let's imagine that we have been totally wrong and that we will not develop any renewable energy assets because the world will not need any more renewable energy. This is totally theoretical. Let's imagine this case. In such a case, we will have paid on the basis of EUR 4.2 billion for this business. If you make the calculation, it is, let's say, a fair price, a balanced price, let's say it this way. Going back to your first point, it will be necessary to go more in details with you. It's not the right timing. We can explain what I just told you quarter of an hour ago. That is to say, the creation of value is made by the developer. Let's say it this way.
Do not give me back this number in six months' time, but just to give an idea.
Yeah.
If you develop a project from scratch, it can take two, three, four years. If you take into account the development cost, the cost of the team in charge, the fact you have to pay some permits and so on. You take into account all that cost, and then you sell this already developed asset to somebody who will be in charge of putting in place the CapEx. In such a case, the creation of value is around, let's say, more than EUR 100 million.
Okay.
To add on what Xavier told you, that first your figure is at the same time right and wrong, because you cannot add up Offshore wind, onshore wind and PV, and make such an average.
For sure.
The price of offshore wind, by memory, is at least four times more than PV.
Yes.
The calculation of EBIT and EBITDA is totally different. You have a trend today. I think there is a very bright future for offshore wind for obvious reasons, because you will have less an international environment. If you go far away from coast, you don't have this impact on the view and so on. You have, at the same time, a move for decreasing prices, industrial prices and increase because it's further from the coast. If you put an average now with PV, then it's too theoretical, if you want.
Yeah. Thank you very much, and congratulations, guys.
Thank you, Jonathan.
Thank you. Next question from William Wade from JP Morgan. Sir, please go ahead.
Yeah. Hi, good afternoon. Thank you for taking my question. It's just one, and hopefully it should be very quick. I just wanted to clarify something that was mentioned earlier in the call about that outstanding green bond that is issued by the ACS Industrial Services entity, a EUR 750 million 2026 bond. I think you were talking about whether this bond was either going to move to VINCI or it was going to stay with ACS. If you could just clarify that would be very helpful.
Yes, it stayed with ACS because it finance mainly assets that stay with ACS. We are very sure.
Perfect. Thank you.
Thank you. Next question from Tobias Woerner from Stifel. Sir, please go ahead.
Yes, good afternoon. Thanks for taking my questions. Two, actually three questions, if I may. Just quickly, you gave the EBIT margin or the EBIT guidance. Could you also give us a sense of the depreciation in the businesses you're keeping, i.e., the implied EBITDA margin in a way? The second question is, a lot of your business you acquire is also in emerging markets. What risk-free rate have you assumed in your valuations, Christian? Just lastly, what sort of cost of debt for the wider group we should assume in 2021 compared to 2020? Thank you.
This is a question for Christian. It's good news because he was starting to sleep a little bit. Christian, it's for you.
We start with the depreciation.
Can you hear Christian?
I mean. Oh, yes. Can start. I don't have all the details. In our business, depreciation D&A is usually in the range of 1% of the revenue. It's usual, and I don't have all the details of the 3 last year that we have looked in detail in mind, but ` the order of magnitude.
As for the calculation of the cost of capital for emerging economies, we have obviously a methodology, but we don't disclose it in detail, and we for sure don't give the outcome of it. I'm sorry. It's a private secret.
Sorry.
Okay. Let me ask maybe the question otherwise. You obviously acquire emerging market assets with this transaction. Is this something you want to expand going forward as a percentage of your overall capital allocated?
Well, what did we do over the last 10 years? We made a large number of acquisitions in New Zealand, in Australia, in Brazil, a little bit in Canada, in the U.S. They are not emerging countries, of course, but all of them are emerging countries. We are accustomed, and it is not really a big problem as far as the contracting business is concerned, because this contracting business is not very capital intensive. When you build something in the middle of an emerging country, you hire local people and a big part of your cost are in local currency. It can be something else when it's time to invest in the concessions. In such a case, we use our method of calculation, about which Christian just spoke about.
We know, and it is what we did when we acquired the airport in the Dominican Republic or when we acquired the Salvador Bahia airport and so on. It's not new for us. More than 50% of our contracting business is made outside France, and of course, a big part of it is made in, let's say, emerging countries. It's not really a new issue for us.
Thank you very much. Happy Easter.
Thank you. Next question from Virginie Rousseau from ODDO BHF. Madame, please go ahead.
Virginie.
Madame Rousseau, your microphone is open. You can ask your question. Madame Rousseau? Hello?
Yeah.
Yes, we can hear you.
Okay. Hi, thanks for taking my questions. Two, if I may. First one, regarding the 15 GW opportunities that you mentioned. Could you give us some details on the steps already crossed for the different projects? Are some lands already secured as you or have they already obtained some building permits? My second question is regarding the rationale of the creation of a joint venture with ACS. Was it a prerequisite from ACS to have this joint venture? In your view, what could ACS bring, or what would be the value added of ACS in this joint venture?
On the gigawatts, it's difficult to give you a full quantification. Of course, we did this analysis with what you call very advanced, very early stage. I would say you have a certain number of gigawatts that are more advanced in Spain, and some of them in Latin America.
The best answer, Virginie, is to say that we are confident in the ability of this company to quickly be in a position to make one giga a year at ready-to-build stage. It means that some of the assets are mature enough so that to feed the pipe in terms of reality of renewable assets in the short- term. It can give us some additional time, so that to continue the development of not that mature assets. It's an ongoing business.
Okay.
You will not have to wait five years before having 1 G . No, of course. I would not be surprised if they could not make maybe part of a giga even this year.
Thank you. Next question from Eric Lemarié from Bryan, Garnier. Sir, please go ahead.
Yes. Thanks for taking my questions. I've got four, actually, very small. First one, how long do you plan to keep this sort of dual management with Arnaud Grison on one side and José María on the other? Could you confirm that these two entities will be merged eventually with one guy in charge of the whole energy division of VINCI? It was my first question. My second question-
Okay. Maybe I answer the first question first, so that not to forget about the others.
Yes.
Even if I knew it, I would not tell you.
Okay.
It will be as long as needed. What is the goal? The goal is to create value. The goal is to develop renewable energy. The goal is to develop our energy footprint in as many countries as possible. Of course, from time to time, we have to rethink about the best organization able to fulfill this goal and to reach this goal. To know as of today, when we will make differently, it's impossible to answer. Once again, if I had the answer, I would not tell you. You remember, maybe, I don't know if you were with us at that time, but back in the year 2000, when we made this SGE/GTM merger. At that time, we had decided to keep our construction division separate, and it stayed like that for a year. It was the best option at that time.
After a while, I don't remember exactly when and why, but at a certain point of time, we collectively decided that the best option was to try to merge them. You do not merge for the sake of merging. You merge because you think that it is a way to be more effective. What is clear is that the best way to be effective as of today is to keep these two companies separate.
Yes. I see your point. Thank you. Second question, you initially planned to potentially pay these assets in share for an option. Finally, it's not the case. Is there any explanation beyond the usual negotiation with ACS management? The fact that you don't pay in shares at all, does it explain the difference between the initial price of 5.2 and the price of 4.2 now? It's my second question. Third question, maybe I misunderstood something, but regarding the offshore wind business, could you explain why you don't seem to like open bid? The last question, a naive one actually, will it be possible for VINCI in the future to develop renewable concession assets outside this scheme, outside VINCI and outside ACS, yes?
Okay. First question is part of the negotiation.
Okay.
What is clear is that it's.
Not that easy to pay insurance in the current time when you have a lot of volatility on the market. It's part of the negotiation. Second, we don't mean that we don't like offshore wind farms. What we say is that, what is difficult in this market is to develop from scratch. What is clear, and Christophe tried to explain it, is that when you speak about photovoltaic or onshore wind farm, you are in charge of the development really from scratch. That's why it can take a long time before reaching the state of ready to build. In the case of offshore wind farm, because it is a public domain, it is impossible to develop from scratch because you would have to discuss with the owner of the piece of sea. Who is the owner of the piece of sea? The government.
That's why, generally, well, it is always through bid. Which means that part of the development is, let's say, already done by the grantor. It doesn't mean that you have nothing else to do, because you still have to make sure that the geotechnical soil on which you will found your jacket is strong enough so that to support your jacket. You have to make sure that the connection with the shore is possible at the right price. You have plenty of things to do. You have to make deals with the fishermen so as to make sure that they will not be disturbed, et cetera. Plenty of things still have to be done, but a big part of it has already been done. Thanks to what? The grantor has been able to organize the open bid. It's totally different. Of course, it's a random phenomenon.
Since it is an open bid, you can win or not.
Even if you identified five giga of offshore wind farms in the middle of, I don't know, the channel, for example, it doesn't mean that you will win the open bid. You see?
Yes.
It's really different market. We are interested. We think that we have some competitive edges, and particularly the fact that since that company has been involved in the oil and gas business, and particularly the offshore oil and gas business, they are, for example, able to engineer and to build and to put in place jackets which were utilized by the oil and gas business. They are comfortable with the fact to have to erect a jacket on which you will be put either the windmills or the big jacket, which will collect and transform the electricity before transporting the electricity onto the shore. They have good expertise. Thanks to what? They can play in that game, which is not our case as far as VINCI is concerned.
If we decided to try to develop in the offshore wind market, we would have to reinstall many expertise that we no longer have in-house. Last time when we tried it was 15 years ago, or maybe 12 years ago, and we had decided to team up with ENGIE, if I remember correctly, and we lost. We are not competitive. These guys can be competitive when it's time to bid on a offshore wind farm. It's a random phenomenon, you can win or not.
I could just add, sir, that it's not that we don't like offshore wind. For instance, Cobra won early this year, 480 MW in an auction for the U.K. government in the Irish Sea. It was an open auction. There were several bidders, and they won this auction, and they won the right to develop inside a certain piece of sea, as Xavier told you.
What was your last question? I don't remember.
Yeah, just a naive one, actually. I was wondering if it would be possible for VINCI in the future to develop renewable concession assets, but outside the scheme.
The answer is yes.
Okay.
The 15 GW we are speaking about are the gigawatts developed by ACS IS. If we are able to develop some gigawatts, let's say, through other parts of the group, no problem. I give you an example. On our airport platforms, we develop already some photovoltaic assets. Why? For the sake of the consumption of electricity of the airport platforms. In such a case, just like what we did in Salvador Bahia or in Dominican Republic, in such a case, of course, these assets will not be part of the deal. The same for development of renewable energy alongside our motorway. They would not be part of the deal.
Understood. That's very clear. Thank you.
Thank you. Next question from Nicolas Mora from Morgan Stanley. Sir, please go ahead.
Yes. Good afternoon, gentlemen. Just the first one, coming back on the EBIT and the EBIT margin.
To be honest, I found the 6% a little bit low. We've been looking at it just for quite a while. These guys, even cleaning up the data, these guys used to do 9%, and whether we thought that these were aggressive margins or not, they were usually found at the cash level, so it was close to cash margins. Even considering your change in parameter and so on, which we understand, the gap between 9% and let's say 8%, 9% to 6% is pretty massive. I know you said they were maybe on the light side, but just to understand a little bit, whether this could move back up to 7%, 8%, which looks a little bit more realistic. Second point, just on your renewables pipeline.
If I understand correctly and do a bit of a dummy math, 1 GW per annum, mix of solar PV and onshore wind, that would cost you EUR 600 million-EUR 700 million of CapEx, 30% equity, 70% debt. We are not going to go very far with that. It is going to cost you at a 50% share of JV, EUR 100 million-EUR 125 million per annum. I do not want to understate the scope of the deal and development in concessions in renewables.
This seems quite modest, if I may, on the equity side. I might be wrong, but a bit of color would be helpful. Then just on last point, the earnings enhancements from the deal. Do you include some goodwill in this? Because there is the equity, the book value of the ACS Industrial Services around EUR 1 billion. You are paying anywhere between EUR 4 and EUR 5.
Are you going to amortize this in some way? Just, yeah. I was wondering whether this could take your enhancement from 10 to 5 or 5 to 8 or whatever it is. This could be a big impact and a big factor in the earnings enhancements you've been talking about.
Nicolas, the deal was signed yesterday. We will have the next 25 years to go into details. We cannot give all the details just like through a conference call of this type. Going back to your calculation, we never meant that this new kind of concession asset could represent as much money as what we did in the airport business, of course. First, it's a very long journey. We are thinking about one giga a year today, how much will it be in five years' time? My own conviction is that the development of green energy will be huge. Probably in some geography, you will not have enough green energy such that to feed the need of the industrial sectors, the mobility, et cetera. It's a several years project. In 10 years' time, we will continue to develop renewable assets.
At that point of time, maybe we will not be speaking about one giga, but probably much more than that. It's only the beginning of the story. The interest of ACS IS, just like what we explained two months ago, is that we could have decided to develop this new line of product ourself, but it would have taken years. The good news is that thanks to this acquisition, we accelerate a lot our ability to play a role, not to become a world leader, of course, it would not make any sense. To accelerate the way we will play a role in this emerging market, which once again, in my opinion, will be absolutely huge. To begin with, yes, of course, at the very beginning, I don't know if it is 700, maybe it's a little bit more than that.
It depends on the kind of techniques put in place. The amount of equity depends on the way you structured the revenue of this renewable asset. If you are totally paid by a local utility company at a fixed price over a 20-year contract, of course, it's just like an availability scheme. You can have a very low level of equity. More and more, you have to take some risk, particularly the risk for the cost of the electricity you produce that will be sold after construction, either on the spot market or through PPA to industrial company. It depends on the risk and it depends on the techniques. The order of magnitude is, yes, you're probably right, a little bit less than EUR 1 billion and maybe EUR 250 million as equity as of today.
It's not big numbers as of today, we agree, but we have to start by something.
Great. If I may, just in the very short- term, have you discovered anything you didn't know? I know you've been looking at this company for more than 10 years, but have you discovered anything out of the due diligence? Obviously, you're not going to talk about the negatives, but at least on the positive side, that reassures you?
Well, of course, I will not answer that question in detail, but let's say that we have been surprised by the very big entrepreneurial spirit of the team. Sometimes this entrepreneurial spirit push them to take risks that we would not be ready to take, but the outcome is generally that since they are really very good, they are able to transform this level of risk into profit. Second, we have been positively surprised by the pipeline of renewable energy.
At the first time, when we made our non-binding offer, we were speaking about 6 GW . I don't mean that we will make in the short- term much more than 1 GW a year, but the good news is that the potential renewable assets which are, let's say, in the pipe, not all of them being probably be sure to be transformed and they're ready to build and ready to produce.
We have been positively impressed by the quality and the amount of this pipeline of renewable energy. Plus many other things, including the way they're organized and so on. It is our problem to deal with that now.
Okay. Thank you, Xavier.
Okay, Nicolas.
Thank you. Next question from Charles Maynadier from Kempen. Sir, please go ahead.
Good afternoon. I just have one follow-up on the risk profile. When you start operating the renewable assets, do you already have a view on the percentage of revenue that you want to contract, either through long-term PPAs or government subsidies? Just interested to get your view there on how you want to manage the power price risk and better understand the risk profile of the assets that you want to have in the portfolio. I know it's a bit early, but just to get some thoughts.
I mean, it's fully tailor-made because it depends on the stage, if I can say, status of development in each country. As Xavier told you have to really tailor-made the right proportion between usually a contract with a utility or state-owned company will guarantee you a certain level of sale, but with a low price. Then you can get PPA with, I don't know, typically 10, 12 years of duration with another kind of price, and then you can take your risk on spot market. It's not that I don't want to answer your question, it's that it totally depends. It will be very different on the Brazilian market, on the Spanish market. I don't think there is today in the market an average rule for that.
I mean, you have to really make your case in each country, you had the auctions in Spain regarding kilowatt hours that could be granted by the Spanish government, the results were sometimes surprising. The market is not fully stabilized in this respect, I would say.
You will excuse me, I have to go, so I let you with my colleague. I just wanted to add something. When you develop this kind of assets, you should not think that it is mainly a legal or financial issue. No. It's mainly something which does happen locally. What I mean is that, so that to develop, for example, a photovoltaic asset, you have to be sure that the cost of connection to the electrical grid will not be too big, because if it is too big, you will never make any creation of value on this asset. To really understand where you could put your photovoltaic asset, you have to know deeply the electrical grid. You have to understand where are the lines, where are the substations, where are the transformers, and so on.
That to cleverly try to develop something at a place where first you think that you will get the authorization of connection, and second, the cost of connection will not be too expensive so that you have a chance to create value. You have to obtain the authorization of the landowner. You have to obtain the building permit. You have to obtain the environmental permit. You cannot do that from Paris or from Madrid. This is what I wanted to explain when I explained that our competitive edge is that, yes, there is a central platform, but there is also many people on the field who are really understanding the way it works locally. It's a question of detail much more than a question of legal and financial. Sorry, I have to go.
If you have other questions, Christophe and Christian will be more than happy to answer.
Thank you. For the moment, we have no more questions. Ladies and gentlemen, if you wish to ask a question, please press zero one on your telephone keypad. Next question from Alex Jabalon from Frontdeck, Frontock. Madam, please go. Madam Jabalon?
Sorry. I was muted. It's Alex from Frontock. Just a quick question on the offshore business. 8 GW . Why is it treated this way? You speak about 15 GW as deliverable and that 8 GW and two for Galp is more like an optional value, as I understand. Will you participate in the auctions on that 8 GW potential when these come in for PPA and CfD? Also the question on this is, which countries the pipeline on offshore is located in? Thanks.
As far as I understood your question, yes, it's auctions. Usually, linked to this auction, as I understand, there could be a price of sale of the energy that is guaranteed. Thirdly, the main geography upon which we see today potential auctions are U.K. and Scotland. You have specific auctions led by Scottish Government, you have other one led by The Crown Estate, as I said, of U.K., so U.K. itself. I think these are today where the main opportunities are located. As I told you earlier, half a giga was won two months ago for U.K. bid for this company by Cobra.
Do we intend to compete? The answer is yes.
Yes.
8 GW is not land secured. 8 GW is the opportunity identified. You have 0.5 G of seabed secured, and then the remaining 7.5 GW , you intend to compete in auctions to secure the seabed so that you can develop and participate in PPA or CfD auctions, right? Okay.
Yes.
Only?
a lower probability, of course, for these auctions. I think we told earlier that there was a combination of probability on these contracts, and we took, of course, a lower probability for these auctions in offshore wind.
The last question.
I'm sorry. Go ahead.
There is no contingent payment based on those potential offshore wind.
There is no contingent payment on offshore wind.
The last question would be, what would be your IRR hurdle rate when you develop these projects? Because we have a bit of a compression of IRRs, and some people could argue that you might have a bit higher cost of capital than incumbent utility players. Just to understand or to estimate the IRR, the cost of capital spread, if you can give us any color on that?
It will be time to answer this question when we win new energy projects. We will not answer this question now, obviously.
Understood. Thank you, and have a nice Easter.
Thank you.
Thank you. No more question. Ladies and gentlemen, if you wish to ask a question, please press zero one on your telephone keypad. No more question by phone. Gentlemen, back to you for the conclusion.
Thank you very much for all these questions. We hope we have been clear about the new opportunities that we have in front of us. As we said, with these two complementary fields that fit each other, if I can say, between concessions and contracting. Obviously, concessions developing opportunities for contracting and the dense network represented in the geographic area that we have presented to you, being able to generate opportunities for concession as Mr. Huillard developed earlier. Thank you very much on my side.
Thank you.
Thank you. Ladies and gentlemen, this concludes the conference call. Thank you all for your participation. You may now disconnect.