Rurelec PLC is a company incorporated in England & Wales established to develop, own and operate power generation capacity internationally.
Rurelec’s main business consists of the ownership and development of power generation facilities on national and regional grids and in isolated areas, selling wholesale electricity as a generator on commercial terms, through capacity payments and/or power purchase agreements (“PPAs”).
Our current businesses include an operational combined cycle gas thermal power plant in Argentina and the development of a new plant in Chile.
Rurelec aims to use the most efficient and environmentally friendly power generation technologies available. This allows us to make savings in fuel efficiency whilst reducing the environmental impact of our activities, thus benefitting shareholders and local communities alike.
In particular we have had great success in implementing two combined cycle gas turbine (CCGT) projects, one in Argentina and one in Bolivia. In a CCGT, waste exhaust heat from burning gas in a gas turbine is recycled to generate more electricity. This is done by passing waste heat through a heat recovery steam generator which produces steam at a high enough pressure to drive a steam turbine. Both the gas and the steam turbines are connected to generators to produce electricity.
Combined Cycle Gas Turbine (CCGT) Diagram. Click to see larger version.
This greatly increases the efficiency of the plant. For example, our Comodoro Rivadavia plant in Argentina has, thanks to a conversion to CCGT, gone from 76 MW to 136 MW capacity.
The Group's strategy is to own and operate modern, low emission power generation plants in Latin America, paying dividends to shareholders based on strong cash flows and at the same time, developing and constructing new power generation capacity with judicious use of project and local subsidiary company debt.
Rurelec is backed by strong team with experience in power generation projects around the world. Its associate companies, IPSA Group PLC ("IPSA") and Independent Power Corporation PLC ("IPC") have owned or developed power generation projects in Central Asia, Southern Africa, the Middle East and the US.
The ability to marry disparate financial and engineering skills has been at the centre of Rurelec's success. Our local partners on the ground in Bolivia and Argentina are backed up by our network of specialist engineers who are available for operations and maintenance as well as for the development of new plant capacity. These specialist engineers have typically worked in the past for Britain's Central Electricity Generating Board (CEGB) and for National Power PLC, formerly England's largest power generator.
Furthermore, Rurelec benefits from significant project finance expertise with particular experience within the energy sector. The company signed a project loan agreement in 2007 which was the first power generation bank financing in Argentina since the 2001 Peso Crash. Rurelec also works closely with key regional financial institutions in Bolivia including CAF, the Andean Development Corporation, and the Bolivian state pension funds.
Rurelec is an AIM listed, international utility focused on the development and ownership of power generation. Our current activities include an operational plant in Argentina and several developments in both Chile and Peru, as well as sponsorship of new capacity in Bangladesh.
Rurelec has a 50 per cent stake in Energia del Sur S.A. (“EdS”), which owns and operates a 136 MW Combined Cycle Gas Turbine (CCGT) power plant in Southern Patagonia.
Rurelec’s Bolivian subsidiary, Empresa Eléctrica Guaracachi S.A. (“Guaracachi”), was nationalised by the Bolivian government on 1 May, 2010. Not only is it the largest power producer in the country but whilst under Rurelecs’ control, it was also the largest investor in new generation capacity in Bolivia under the presidency of Evo Morales.
Rurelec announced that it won its claim against the Plurinational State of Bolivia (“Bolivia”) on the 3rd February 2014. The Tribunal concluded that the expropriation was unlawful and calculated aggregate compensation in the amount of US$35,539,598 (approximately £21.6m) as of 31 January 2014, now increasing by daily compounded interest at the rate of 5.6331% a year until the date of payment. The award is higher than the £20.582 million which Rurelec paid to acquire its controlling stake in Guaracachi in 2006.
In accordance with the Bilateral Investment Treaty and the UNCITRAL rules, the award is final and binding on Bolivia and shall be carried out without delay. Rurelec is confident that Bolivia will comply with its obligations towards Rurelec and the United Kingdom undet the Treaty and looks forward to prompt settlement of the amount awarded.
The parties' filings may be viewed at the PCA website http://www.pca-cpa.org/ , in accordance with the agreement on full transparency reached with Bolivia's Attorney General.
In 2012, Rurelec acquired its first projects in hydro-electric power generation in Peru with the acquisition of the 255 MW run-of-river Santa Rita project and the portfolio of small hydro projects owned by Rurelec's subsidiary, Cascade Hydro Limited ("Cascade"). Rurelec has a 100 per cent stake in Cascade. Canchayllo, the first Cascade project, has secured a US $7.2 million financing agreement with IIC, a financing arm of the Inter-American Development Bank. Construction of the project has now begun and the plant size has been increased to just over 5 MW at a total cost of US $11 million. Commercial operation is targeted fro August 2014.
The financing of the Canchayllo project has acted as the catalyst for a substantial private equity capital raising effort for Cascade. The increase in capital will dilute Rurelec's shareholding below its current 100 per cent interest in Cascade, a company with a strong management team that is expected to build up a substantial portfolio of hydropower plants in Peru.
Rurelec's target in Chile is to own 50 per cent of over 1,250 MW of new Clean Tech generation capacity in the coming years and to obtain a quotation on the Santiago Stock Exchange.
Rurelec holds a 100 per cent stake in Termoeléctrica del Norte S.A.C. ("Termonor"), a Chilean project development company which is developing Parinacota, a 40 MW greenfield thermal power plant. In due course, Rurelec intends to reduce its stake to 50 per cent as it partners with Chilean investors.
The Parinacota project has the potential to convert to a 120 MW combined cycle power plant as part of its second stage development. Commercial operation of phase one is expected by the end of 2013.
Rurelec has also acquired 100 per cent of Central Illapa S.A. ("Central Illapa"), a Chilean project company developing a 250 MW open cycle gas fired peaking plant in Mejillones, one of the key power hubs on the SING system of the Chilean power grid.
Central Illapa has been shortlisted by an international mining group under a tender to supply 500 MW of power to its operations in northern Chile. If awarded the PPA, Rurelec would work with substantial industry partners to construct, own and operate this high efficiency liquefied natural gas ("LNG") fired combined cycle gas turbine ("CCGT") plant operating in tandem with the 250 MW Illapa peaking plant.
Rurelec and its subsidiary IPC have together pre-qualified for a further 500 MW CCGT project to be constructed in northern Chile also to run on LNG with capacity to be contracted to another mining group.
The PPA proposals are scheduled to be evaluated and PPA's awarded in the latter half of 2013.
Working with local partners, Energypac Confidence Power Ventures ("ECVP"), Rurelec sponsored a 108 MW project in Chittagong, Bangladesh. Rurelec is hoping to develop a follow-on CCGT project of some 400 to 500 MW in Bangladesh.
Our subsidiary IPC, provides engineering, O&M services to third parties including governments and multinational corporations. These are provided through IPC's wholly owned subsidiary Independent Power Operations Limited ("IPOL").
Power Plant Development under IPC
IPC is currently developing new power plant capacity in Myanmar, Gibraltar, Kazakhstan, Russia and Malta for governments and state owned corporations.
“The overall strategy for the Group remains in line with that adopted since 2016. The Board has continued to stabilise the financial position of the Group, which will enable as much value to be realised from the asset portfolio. That value will then be returned to shareholders.
In Accordance with the QCA Code and Principle 1, the Board is committed to strengthening the Group’s underlying financial position before seeking opportunities to consolidate or expand its business. The Board sets out to deliver long-term value to shareholders in the following ways:
The execution of this strategy presents key challenges in the maximisation of returns on assets given market conditions. Those challenges are addressed by ensuring that the Company is stable enough to be able to avoid having to offload such assets when to do so would minimise value, instead choosing to seek opportunities to maximise the long-term returns that will optimise value for shareholders.
The business model as to how the Company plans to make money for its investors revolves around maximising the long term collection of debts owed in connection with the joint venture formed to develop the Energia del Sur, S.A. (“EdS”) business in Argentina, whilst repaying Rurelec’s own creditors and continually assessing the value and saleability of its assets with a view to developing and/or realising those assets in such a way as to maximise the returns to all shareholders.”
The Board and Senior Officers of Rurelec are:
Rurelec has a 50 per cent stake in Energia del Sur S.A. (“EdS”), which owns and operates, via a British Virgin Islands holding company, a 136 MW Combined Cycle Gas Turbine (CCGT) power plant in Patagonia.
The EdS power plant is situated in Comodoro Rivadavia in Argentina’s Chubut province, an area of national economic importance for its oil and gas reserves. Given its windy location, that area has also attracted investment in sustainable wind power. Due to the present lack of connection of the Comodoro Rivadavia region to the main 500kV power transmission lines running through Argentina, the power output of the EdS plan is dominated by local consumption.
The plant consists of two 38 MW (nominal) gas turbines operating in combined cycle as described in our Innovation & Technology section and one 60 MW (nominal) steam turbine.
The output of the EdS plant is sold to CAMMESA (Wholesale Electricity Market Administrative Company), which administers and regulates the Argentinean electricity market on behalf of the Secretariat of Energy. The contracted steam turbine output (43.7 MW) is sold to CAMMESA under a power purchase agreement (PPA) and the output of the two gas turbines also sold through CAMMESA to the Spot market.
Rurelec owns Central Illapa S.A. (“Central Illapa”), a Chilean project company which will develop a 250 MW open cycle gas fired peaking plant in Mejillones, one of the key power hubs on the SING (Norte Grande Interconnected System) system of the Chilean power grid.
Following the receipt of environmental approval for the Central Illapa plant using Siemens 701 DU turbines, Rurelec acquired two fully refurbished turbines from IPSA Group PLC in June 2013.
Rurelec is seeking to complete the development of its project in Chile or sell its interests in it.
“The Board is responsible for running the Company, including all major business and financial risks and taking strategic decisions.
The Directors communicate at least weekly on significant matters, in particular on matters affecting cashflow and on matters concerning the joint venture in Argentina.
To enable the Board to perform its duties, each director has access to advice from the Company Secretary and independent professionals at the Company's expense.
Due to the size of the Company, the Board believes that it can collectively and competently execute a clear leadership function without the appointment of a Chairman.
The Board comprises of:
|Directors||Role at 31 December 2018||Date of re-appointment||Board Committee|
|Brian Rowbotham||Senior Independent / Non-Executive||27.06.2018||N||R||A|
|Simon C. Morris||Executive Director||20.07.2017||-||-||A|
|Andrew H. Coveney||Executive Director||27.06.2019||-||-||-|
N = Nomination Committee
R = Remuneration Committee
A = Audit Committee
The Board has delegated specific responsibilities to the committees below.
The three principal standing committees of the Board are the Audit, Nominations and Remuneration Committees.
The Audit Committee comprises Brian Rowbotham and Simon Morris and is chaired by Brian Rowbotham. The Company’s Auditors are normally in attendance. The Company is not compliant with its terms of reference or the requirements under the QCA Code, which requires that only independent Non-Executive Directors should sit on it. Instead, the Audit Committee is comprised of the Board’s Non-Executive Director and an Executive Director.
Remuneration and Nomination Committees
Currently only Brian Rowbotham is a member of these committees and therefore the Company is not compliant with their terms of reference or the requirements under the QCA Code, which requires that only independent Non-Executive Directors should sit on them.
Attendance at Board and Committee meetings
The Board meetings are scheduled in advance for each calendar year. There are 12 scheduled Board meetings (one per month) and additional meetings are arranged as necessary to consider particular issues.
The Board and Committee meetings and attendance during the year ended 31 December 2018 were as follows:
(20 formal meetings)
|Simon C. Morris||llllllllll
|Andrew H. Coveney||llllllllll
R* = Remuneration Committee attendance not as member
A* = Audit Committee attendance not as member
Due to the size of the Company the Board does not comply with the Principle that the Board should at least have two independent directors and therefore its committees’ membership is also not compliant with their terms of reference. Given the current level of transactions within the Company, the Board considers that adequate resources are available at Board level.
The executive directors are part time directors of the Company although all directors are expected to commit sufficient time to the Company in addition to attending the Board meetings.
“The Directors are responsible for preparing the Strategic Report, the Directors’ Report, Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have to prepare the financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.”