Pipes & Wires

THE MONTHLY CLIENT NEWSLETTER FROM UTILITY CONSULTANTS

 

Issue 48 – February 2006

 

From the director…

 

Welcome to Pipes & Wires #48 and to 2006. This issue starts by examining the beginnings of two regulatory matters – one in the UK and one in NZ.

 

We then take a look at the strategy of one of Europe’s largest utilities, E.On, against the back-drop of their recently unsuccessful bid for ScottishPower and examine a recent bid to consolidate the Spanish electricity and gas markets.

 

We then examine Russia’s interest in the UK gas market and Alinta’s recent power play in Australia. We conclude this issue with a look at the possible sale of Thames Water by its German owners, RWE.

 

About Utility Consultants

 

Utility Consultants Ltd is a management consultancy specialising in the following aspects of energy networks…

 

·      Mergers & acquisitions

 

·        Asset management

·      Strategic studies

 

·        Financial analysis

·      Economic regulation

·        Risk management

 

For a detailed profile of recent projects, pick this link.

 

UK – gas distribution price controls

 

Introduction

 

Readers may recall from Pipes & Wires #33 and #39 that the UK gas distribution industry was significantly restructured in June 2005 by the sale of four local networks from within National Grid Transco into separate ownership (whilst NGT retained ownership of the networks in the West Midlands, London, East England and North-West England). This article examines the recent price control review that will extend the current price controls for a further year (until 31 March 2008) and then apply for the control period commencing 1 April 2008 for each of the eight networks.

 

Background

 

Following the successful sale of four of NGT’s distribution businesses, the following four new gas distributors emerged - Northern Gas Networks, Wales & West Utilities, Scotland Gas Networks and Southern Gas Networks (these last two being owned by the holding company Scotia Gas Networks). As indicated above the price controls in place at the time of sale that were due to conclude on 31 March 2007 have been extended by 1 year until 31 March 2008.

 

The price control review – issues & timetable

 

OFGEM released a consultation paper in December 2005 setting out the issues it intends to consider in developing both the one year extension to the present control and the next control. Not surprisingly much is made of the available comparability of four independently businesses (collectively owning eight regionally distinct networks).

 

Those familiar with the industry might recall that the control period commencing on 1 April 2002 set X=2% for the entire distribution business. Within about a year or so of this control period commencing it was considered that disaggregating the overall price control to the eight regional levels might have merit, and so after a consultation period eight regional price controls took effect from 1 April 2004. These eight regional price controls correspond to the new gas industry structure and will form the basis of the future controls.

 

OFGEM expects to publish the final proposal for the one-year extension in December 2006 and the final proposals for the next control period in December 2007.

 

NZ –Transpower and the Commerce Commission

 

Introduction

 

Late last month the Commerce Commission released its Intention To Declare Control Of Transpower pursuant to Part 4A of the Commerce Act 1986. This article examines the Commission’s intention and also examines how the Commission’s process differs from its approach to Unison.

 

Background

 

Like the 28 distribution companies in New Zealand, Transpower is also subject to the lines price threshold regime. In 2003 this regime established  annual   assessment periods in which all companies  are required to  explain any revenue  above a defined threshold.  Essentially the threshold is a screening mechanism which the Commerce Commission uses to ask lines companies to justify revenue which may or may not be excessive. Transpower self-reported breaches of the threshold for each of the three assessment periods to date.

 

Following the first two breaches, the Commission initiated a post-breach inquiry in January 2005. As a result of that inquiry the Commission has concluded that some of the revenue above the threshold has not in its opinion been justified, and it has formed an intention to declare control.

 

Key differences from the Unison process

 

Some of the key differences outlined in the Intention To Declare Control document include…

 

·         Explicit recognition of the additional procedural obligations imposed on Transpower in relation to the Grid Investment Test under Part F of the Electricity Governance Rules (although it merits noting that most distributors will test their own CapEx programs using similar principles if not procedures).

 

·         Recognition of the Transpower pricing methodology although the Commission has taken the view that the overall revenue cap imposed pursuant Part 4A of the Commerce Act 1986 must taken precedence.

 

·         Construction of the counter-factual on the basis of Transpower’s stated intentions to increase prices in contrast to the building block approach taken with Unison.

 

Credit rating issues

 

As if Transpower’s position wasn’t difficult enough, both Standard & Poors and Fitch have formally expressed concerns over Transpower’s ability to debt fund future investment.

 

Submissions on the Intention document are due by 27th February, so Pipes & Wires will make further comment on this issue in a few months.

 

Europe – reviewing E.On’s “On Top” strategy

 

Introduction

 

The last few issues of Pipes & Wires have discussed E.On’s recent unsolicited cash offer for ScottishPower plc. This article examines the structural aspects of that offer in the context of E.On’s “On Top” strategy.

 

Background

 

E.On has made its growth by acquisition strategy very clear but perhaps the clearest statement was the formal articulation of its “On Top” strategy which we discussed in Pipes & Wires #23 in the context of E.On’s bid for Aquila Networks (now called Central Networks). The core of the “On Top” strategy was to grow five well defined markets principally through acquisition as follows…

 

Market

Emphasis

Platform

Pan-European gas transport and storage.

Acquiring privatised gas transmission utilities in the former Soviet-bloc.

Ruhrgas

Central European electricity market.

Consolidation of distribution and retail businesses.

E.On Energie

Scandinavian electricity.

Strengthening market position through further acquisitions.

Sydkraft

UK electricity.

Strengthening market position through acquisitions.

Powergen

US mid-west electricity.

Long-term expansion.

LG&E Energy

 

A guiding principle of “On Top” is to systematically capture the synergies implicit in all acquisitions and ensure those synergies are returned to shareholders (and the strong synergies between Aquila Networks and East Midlands Electricity seemed to fulfill this requirement).

 

How would the ScottishPower bid fit with the “On Top” strategy

 

For a start SP is one of only 3 independently owned distributors left in the UK, so that makes for a reasonably good starting point. Some of the other attributes of SP that make for a good fit with the existing platform are…

 

·         A good geographical fit between the SP MANWEB distribution business and Central Networks.

 

·         A further vertical integration opportunity between the existing Powergen business and SP’s retail business.

 

·         SP’s expected future profitability.

 

Did E.On come out “On Top” with the SP bid

 

On the face of it, it would seem not – after all the opportunity to implement a key plank of the “On Top” strategy would seem to have slipped through E.On’s fingers. However readers may recall from Pipes & Wires #47 that E.On’s shares rose 2.65% on the announcement that the SP bid had been abandoned. In addition to vindicating E.On’s highly disciplined approach it would seem that E.On did come out “On Top”.

 

Aus – Alinta seeks growth opportunities

 

Introduction

 

Alinta has made no secret of its growth strategy so the recent news that Alinta had made an unsolicited (and unsuccessful) approach to AGL was hardly surprising. This article ties together some thoughts from previous articles on the formation of Alinta Infrastructure Holdings (AIH) and the demerger of AGL.

 

Splitting the energy & network businesses

 

Separation of energy and network businesses is now an obvious feature just about everywhere. What is perhaps not so obvious are the different reasons for this, which are broadly as follows…

 

·         Where separation is encouraged or enforced, the reason is ostensibly to prevent the network business giving favorable treatment to its associated energy business to the detriment of other energy businesses.

 

·         Where separation is voluntary, the reason is mainly to provide investors with more clearly defined choices between low-risk, high cash yield securities (network) and moderate risk, compound growth securities (energy).

 

Readers may recall from Pipes & Wires #45 and #46 respectively that both Alinta and AGL have voluntarily separated their network and energy businesses (although the processes were different).

 

Alinta’s strategy

 

Observation of Alinta’s recent dealing and stated intentions reveals the following aspects of strategy…

 

·         Grow market share by acquisition.

 

·         Unlock shareholder value by separating network and energy businesses.

 

·         Capture the tax advantages from reshuffling regulated assets into AIH.

 

Interestingly enough, AGL considered Alinta’s approach, but rejected it, reiterating their view that the demerger process still represented the best deal for AGL shareholders. Following the rebuff from AGL it is likely that Alinta will be a hot contender for the almost certain privatisation of Snowy Hydro.

Europe – Gazprom takes an interest in the UK

 

Introduction

 

The last two issues of Pipes & Wires have highlighted the importance of ScottishPower plc as one of the three remaining independent electricity & gas distributors in the UK. This article examines Gazprom’s interest in not only ScottishPower but also in Centrica plc from the perspective of a producer looking for markets to sell its product.

 

Background

 

The importance of the last few remaining independently owned chunks of the UK energy market to acquisitive European utilities began when E.On made an unsolicited offer of Ł5.75 per share that was ultimately rejected. Scottish & Southern Energy then entered the scene and it was rumored that EdF, RWE and ENEL might also enter the scene. However Gazprom’s interest is a “no surprises” surprise.

 

Who is Gazprom ??

 

Gazprom is a listed joint-stock company that sprang from the legacy Russian oil and gas industry and remains 38% owned by the Russian government. Gazprom produces about 20% of the world’s gas and in the 2004 year produced 25% of Europe’s gas. Just to put that in perspective, Gazprom also employs 300,000 staff (yes, three hundred thousand).

 

Why the interest in the UK

 

Readers might well be aware that the north of England is experiencing very cold weather, that wholesale gas prices in general are sky-rocketing, and that indigenous UK gas is dwindling – that would seem to make for an attractive forward integration strategy by someone with a lot of gas. The other key issue is that most of the margin along the energy value chain tends to lie in retailing (a fact that wouldn’t have been lost on E.On or the other suitors) – Gazprom has openly stated its aim of supplying 20% of Britain’s retail gas by 2015 which is a doubling of its previous objective.

 

Gazprom’s interest in ScottishPower and Centrica

 

At a recent event in the UK Gazprom’s deputy chairman Alexander Medvedev indicated that acquisition would be the most obvious means to building retail market share and that the “size of a company such as ScottishPower” didn’t present any barriers to Gazprom. When asked if Centrica might also be an acquisition target a Gazprom spokesman said “maybe” although merchant banking sources suggest a bid would be unlikely to occur this year.

 

Security of energy supply issues

 

After the recent spat between Russia and the Ukraine former energy minister Brian Wilson quite rightly questioned the sense of Britain relying too heavily on imported gas to which Medvedev replied that “Britain has nothing to fear”. Long-time readers may recall that when Ruhrgas was sold the German government was so keen to retain domestic control of Germany’s gas supply that it required public policy considerations of energy supply security to be seriously considered alongside the competition concerns surrounding E.On’s bid.

 

Spain – Gas Natural bids for Endesa

 

Introduction

 

Spanish energy giant Gas Natural SDG is in the process of making a €21b bid for rival energy company Endesa. This article examines a range of competition issues in the context of the government wanting a strong Spanish player that can secure Spain’s energy future.

 

Background

 

Readers may recall that Gas Natural made an unsuccessful €15.3b bid for another rival energy company Iberdrola about 3 years ago (pick here to request a research report) which was largely modeled on E.On’s bid for Ruhr Gas (pick here to request a research report). The strategy behind Gas Natural’s intended acquisition was to better penetrate the rapidly emerging Iberian market and to dilute their exposure to volatile Latin American earnings.

 

The hunt for suitable acquisitions has obviously continued, and this time it is Endesa that is being targeted, which funnily enough was seen as a somewhat less than desirable target 3 years ago.

 

The competition issue

 

Late last year the EU competition regulator concluded that it had no jurisdiction over the Endesa bid and referred the bid back to the Spanish competition tribunal for approval. The key issue from the perspective of the tribunal was the likely dominant market position of the enlarged Gas Natural in contravention of competition law.

 

Earlier this month, however, the Government gave its approval to the bid albeit with a number of conditions additional to those originally proposed by Gas Natural. Not surprisingly Endesa has stated its intention to appeal this decision to the Supreme Court

 

The security of supply issue

 

Readers may recall that when Ruhr Gas was offered for sale the German government was keen to have a German company such as E.On acquire it to secure Germany’s gas supply, even to the point of influencing the competition regulators decision. The wisdom of this move would seem to have been reinforced after the recent dispute between Russia and the Ukraine.

 

It would seem that the Spanish government is doing the same with the Endesa bid which probably makes sense.

 

UKThames Water up for sale

 

Introduction

 

It’s been a while since we’ve covered anything major in the UK water sector, so it’s perhaps timely that we examine RWE’s intended exit of Thames Water (which is expected to be concurrent with their exit of American Water). Long-term readers will have noticed the trend of European utilities spending up large in the UK so it is definitely interesting to note their exit.

 

The expected transactions

 

RWE has announced that it intends to undertake the following transactions…

 

·         Sell the American Water business in North America. Options include an IPO or outright sale to a group of financial investors.

 

·         Sell the Thames Water business in the UK once the American Water sale process is underway. No preferred options have been identified as yet (However I seem to recall that a few years ago OFWAT was a bit squeamish about the increasing ownership of the water industry by investment consortiums with no obvious operational experience).

 

RWE’s strategy

 

Back in August 2003 RWE made a commitment to streamlining its core business. The announcement of the intended sales in November 2005 included a recognition that levering off its core businesses and strengths would involve focusing on the converging European electricity & gas markets and that American and Thames had no material synergies with that core focus.

 

Concurrent with the sale announcement, RWE announced that it would temporarily increase the dividend payout ratio on the completion of each transaction as well as reducing debt. From the perspective of an outsider half a world away RWE’s strategy has surprising similarities to E.On’s strategies – focus on converging European markets, selling off low-synergy assets, boosting dividends and retiring debt.

 

Possible bidders for Thames Water

 

Possible reasons for buying Thames would be a combination of capturing high growth, capturing geographical penetration synergies and experiencing a softer regulatory regime than existing activities are subject to.

 

High growth alone could possibly make Thames attractive to another UK water utility – possible but unlikely unless the acquirors’ own growth prospective were very low. On the face of it, EdF would be well positioned to capture both high growth and geographical penetration synergies, but earnings growth pressures at home would probably gazzump them.

 

Conferences & events

 

African Utility WeekCape Town (8 – 12 May).

 

Utilities from all over Africa will meet at African Utility Week in Cape Town for an entire week from 8-12 May 2006 for the largest utility event in Africa. The City of Cape Town is pleased to be the host utility for the international event. In 2005, the conference and exhibition which look at issues from generation capacity all the way to metering, customer service and service delivery attracted 890 delegates from the electricity, water and gas sectors. 

 

The are 4 program components which include -  the 7th annual Metering, Billing and CRM Africa 2006; the 5th annual South African Prepayment Week; and the 8th annual Southern African Power Industry Convention and as a new imperative dimension, ESCO Africa, which looks at DSM and energy efficiency programs to assist cities in times of energy shortage.

 

Any old books in your library ??

 

I’m looking for old books and magazine articles on electricity industry and borough council history, especially books like jubilee celebrations of utilities or back copies of the old “Live Lines”. If you’ve got any old books like this that you don’t wish to keep please send them to me.

 

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If you get this is a hard-copy, your comments can be emailed to issue#48@utilityconsultants.co.nz If you receive this second-hand by email, you can receive Pipes & Wires directly by picking here.

 

Hot links to cool stuff

 

·         Centre for Advanced Engineering – subscribe to Energy21 News (distributed generation & demand response).

 

·         Centre for Advanced Engineering – download the report on “Energy supply in the post-Maui era” (file size is about 780k).

 

Disclaimer

 

These articles are of a general nature and are not intended as specific legal, consulting or investment advice. They are correct at the time of writing. Utility Consultants Ltd accepts no liability for action or inaction based on the contents of Pipes & Wires including any loss, damage or exposure to offensive material from linking to any websites contained herein.